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REBOSIS PROPERTY FUND LIMITED - Results of annual general meeting

Release Date: 24/02/2021 16:27
Code(s): REB REA     PDF:  
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Results of annual general meeting

REBOSIS PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2010/003468/06)
JSE share codes:
REA ISIN: ZAE000240552
REB ISIN: ZAE000201687
(Approved as a REIT by the JSE)
(“Rebosis” or the “Company”)

RESULTS OF ANNUAL GENERAL MEETING

Rebosis shareholders are advised that the voting results for the annual general meeting of Rebosis (“AGM”) held
at the offices of the Company and via electronic participation on Tuesday, 23 February 2021 were as follows.

Voting per class of share

  Resolution                           Number of ordinary     Percentage            For**      Against**    Abstained***
                                      shares (“Ords”) and    of Ords and                %             %               %
                                        A ordinary shares      A Ords in
                                         (“A Ords”) voted         issue*
                                                                       %
  Special resolution 1:                                                     Adjourned
  Approval of non-executive
  directors’ remuneration for their
  services as directors
  Special resolution 2:                                                     Adjourned
  Approval of non-executive
  directors’ remuneration for ad
  hoc attendances and additional
  work
  Ordinary resolution 1:                 585 795 694 Ords      83.77 Ords      72.41 Ords     27.59 Ords       0.04 Ords
  Adoption of annual financial          51 503 286 A Ords    81.41 A Ords    29.01 A Ords   70.99 A Ords     0.04 A Ords
  statements of the Company
  Ordinary resolution 2:                 585 397 197 Ords      83.72 Ords      53.22 Ords     46.78 Ords       0.09 Ords
  Confirmation of the appointment       51 503 286 A Ords    81.41 A Ords    27.14 A Ords   72.86 A Ords     0.04 A Ords
  of Mr Lloyd Pengilly as a director
  of the Company
  Ordinary resolution 3:                 585 397 197 Ords      83.72 Ords      56.16 Ords     43.84 Ords       0.09 Ords
  Confirmation of the appointment       51 503 286 A Ords    81.41 A Ords    14.12 A Ords   85.88 A Ords     0.04 A Ords
  of Mr Kameel Keshav as a
  director of the Company
  Ordinary resolution 4:                 585 413 161 Ords      83.72 Ords      56.15 Ords     43.85 Ords       0.09 Ords
  Confirmation of the appointment       51 503 286 A Ords    81.41 A Ords    27.14 A Ords   72.86 A Ords     0.04 A Ords
  of Ms Asathi Magwentshu as a
  director of the Company
  Ordinary resolution 5:                 585 413 161 Ords      83.72 Ords      56.15 Ords     43.85 Ords       0.09 Ords
   Re-election of director – Mr         51 503 286 A Ords    81.41 A Ords    16.81 A Ords   83.19 A Ords     0.04 A Ords
   Nomfundo Qangule
  Ordinary resolution 6:                 585 413 161 Ords      83.72 Ords      56.15 Ords     43.85 Ords       0.09 Ords
  Re-election of director - Mr          51 503 286 A Ords    81.41 A Ords    16.81 A Ords   83.19 A Ords     0.04 A Ords
  Maurice Mdlolo
  Ordinary resolution 7:
  Re-appointment and
  appointment of members of the
  audit and risk committee
  To re-appoint Mr K Keshav as a         585 802 208 Ords      83.78 Ords      54.03 Ords     45.97 Ords       0.04 Ords
  member and chairman of the            51 503 286 A Ords    81.41 A Ords    11.20 A Ords   88.80 A Ords     0.04 A Ords
  audit and risk committee
  To re-appoint Mr TS Seopa as a            Withdrawn due to Mr Seopa’s resignation as a director on 8 February 2021
  member of the audit and risk
  committee
  To re-appoint Mr M Mdlolo as a        585 800 708 Ords       83.78 Ords      54.91 Ords     45.09 Ords       0.04 Ords
  member of the audit and risk         51 503 286 A Ords     84.14 A Ords    16.73 A Ords   83.27 A Ords     0.04 A Ords
  committee
  To re-appoint Mr N Qangule as a       585 800 708 Ords       83.78 Ords      54.91 Ords     45.09 Ords       0.04 Ords
  member of the audit and risk         51 503 286 A Ords     84.14 A Ords    13.81 A Ords   86.19 A Ords     0.04 A Ords
  committee
  Ordinary resolution 8:
  Appointment of members of the
  social and ethics committee
  To appoint Mr TS Seopa as a               Withdrawn due to Mr Seopa’s resignation as a director on 8 February 2021
  member and the chairman of the
  social and ethics committee
  To appoint Mr N Qangule as a          576 367 184 Ords       82.43 Ords      54.30 Ords     45.70 Ords       1.39 Ords
  member of the social and ethics      51 503 286 A Ords     84.14 A Ords    16.73 A Ords   83.27 A Ords     0.04 A Ords
  committee
  To appoint Ms Z Kogo as a             584 697 337 Ords       83.62 Ords      56.10 Ords     43.90 Ords       0.19 Ords
  member of the social and ethics      51 503 286 A Ords     84.14 A Ords    27.06 A Ords   72.94 A Ords     0.04 A Ords
  committee
  To appoint Ms A Magwentshu as         585 402 211 Ords       83.72 Ords      54.99 Ords     45.01 Ords       0.09 Ords
  a member of the social and ethics    51 503 286 A Ords     84.14 A Ords    24.14 A Ords   75.84 A Ords     0.04 A Ords
  committee
  Ordinary resolution 9:                424 090 941 Ords       60.65 Ords      99.88 Ords      0.12 Ords      23.16 Ords
  Re-appointment of auditors           14 983 307 A Ords     23.68 A Ords    92.97 A Ords    7.03 A Ords    57.76 A Ords
  Ordinary resolution 10:                                                 Adjourned
  Remuneration policy
  Ordinary resolution 11:                                                 Adjourned
  Remuneration implementation
  report
  Ordinary resolution 12:               584 690 823 Ords       83.62 Ords      99.93 Ords      0.07 Ords       0.19 Ords
  Signature of documentation           51 503 286 A Ords     81.41 A Ords    98.04 A Ords    1.95 A Ords     0.04 A Ords

*       Based on 699 253 200 Ords and 63 266 012 A Ords in issue at the date of the AGM.
**      In relation to the total number of Ords and A Ords voted at the AGM.
***     In relation to the total number of Ords and A Ords in issue at the date of the AGM.

Combined voting of Ords and A Ords (“combined shares”)

  Resolution                                   Number of       Percentage           For**      Against**    Abstained***
                                         combined shares      of combined               %              %               %
                                                   voted        shares in
                                                                   issue*
                                                                        %
  Special resolution 1:                                                    Adjourned
  Approval of non-executive
  directors’ remuneration for their
  services as directors
  Special resolution 2:                                                    Adjourned
  Approval of non-executive
  directors’ remuneration for ad
  hoc attendances and additional
  work
  Ordinary resolution 1:                     637 765 080            83.64           68.92          31.08            0.04
  Adoption of annual financial
  statements of the Company
  Ordinary resolution 2:                     637 366 583            83.59           51.15          48.85            0.09
  Confirmation of the appointment
  of Mr Lloyd Pengilly as a director
  of the Company
  Ordinary resolution 3:                     637 366 583            83.59           52.79          47.21            0.09
  Confirmation of the appointment
  of Mr Kameel Keshav as a
  director of the Company
  Ordinary resolution 4:                     637 382 547            83.59           53.84          46.16            0.09
  Confirmation of the appointment
  of Ms Asathi Magwentshu as a
  director of the Company
  Ordinary resolution 5:                     637 382 547            83.59           53.00          47.00            0.09
  Re-election of director – Mr
  Nomfundo Qangule
  Ordinary resolution 6:                     637 382 547            83.59           53.00          47.00            0.09
  Re-election of director - Mr
  Maurice Mdlolo
  Ordinary resolution 7:
  Re-appointment and
  appointment of members of the
  audit and risk committee
  To re-appoint Mr K Keshav as a             637 771 594            83.64           50.60          49.40            0.04
  member and chairman of the
  audit and risk committee
  To re-appoint Mr TS Seopa as a             Withdrawn due to Mr Seopa’s resignation as a director on 8 February 2021
  member of the audit and risk
  committee
  To re-appoint Mr M Mdlolo as a             637 770 094            83.64           51.86          48.14            0.04
  member of the audit and risk
  committee
  To re-appoint Mr N Qangule as a            637 770 094            83.64           51.62          48.38            0.04
  member of the audit and risk
  committee
  Ordinary resolution 8:
  Appointment of members of the
  social and ethics committee
  To appoint Mr TS Seopa as a                Withdrawn due to Mr Seopa’s resignation as a director on 8 February 2021
  member and the chairman of the
  social and ethics committee
  To appoint Mr N Qangule as a               628 336 570            82.40           51.26          48.74            1.27
  member of the social and ethics
  committee
  To appoint Ms Z Kogo as a                  636 666 723            83.50           53.78          46.22            0.18
  member of the social and ethics
  committee
  To appoint Ms A Magwentshu as              637 371 597            83.59           52.53          47.47            0.09
  a member of the social and ethics
  committee
  Ordinary resolution 9:                     439 540 348            57.64           99.65           0.35           26.03
  Re-appointment of auditors
  Ordinary resolution 10:                                                  Adjourned
  Remuneration policy
  Ordinary resolution 11:                                                  Adjourned
  Remuneration implementation
  report
  Ordinary resolution 12:                    636 660 209            83.49           99.78           0.22            0.18
  Signature of documentation

*         Based on 762 519 212 combined shares in issue consisting of 699 253 200 Ords and 63 266 012 A Ords
          at the date of the AGM.
**        In relation to the total number of combined shares voted at the AGM.
***       In relation to the total number of combined shares in issue at the date of the AGM.

Based on the above voting results, all resolutions voted on at the AGM were passed by the requisite majority of
Rebosis shareholders represented at the AGM.

At the AGM, the consideration of Special Resolution Numbers 1 and 2 and Ordinary Resolution Numbers 10 and
11 (as referred to in the notice of AGM) (the "adjourned resolutions") was adjourned by the chairperson for
consideration at a meeting to be held virtually or by electronic participation at 10h00 on Thursday, 15 April 2021
(the "adjourned meeting").

The consideration of these resolutions was adjourned due to an ongoing legal dispute in relation to a block of
Rebosis shares comprising 160,999,879 Rebosis Ords and 36,519,979 A Ords (the "affected shares"). Among the
matters in dispute in relation to the affected shares, is the matter of which party has the legal right to exercise
the voting rights attached to the affected shares. The Company received preliminary legal advice to the effect
that a degree of legal uncertainty exists as to which party, in the circumstances, has the right to exercise the
voting rights attaching to the affected shares, but given the timing considerations the Company was unable to
obtain a formal opinion from senior counsel as to the correct legal position prior to the AGM.

The Company determined that the affected shares are capable of potentially having a decisive impact on the
outcome of the voting on the adjourned resolutions, and therefore the chairperson decided to adjourn the
consideration of such resolutions to enable the Company to obtain formal and definitive legal advice on the
matter to ensure that the voting on the adjourned resolutions is conducted lawfully in accordance with the
Company's MOI and all applicable laws.

In respect of the remaining resolutions, the Company determined that, irrespective of how the voting rights
attaching to the affected shares were cast, the affected shares were not capable of potentially having a decisive
impact on the outcome of such resolutions. Accordingly, all resolutions other than the adjourned resolutions
were tabled at the AGM and the results of the voting thereon are set out above.

Please be advised that a separate announcement will be released with the full details of the adjourned
meeting.

24 February 2021

Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited

Legal advisor
Cliffe Dekker Hofmeyr Inc

Date: 24-02-2021 04:27:00
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