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Results of annual general meeting and change to the nomination and remuneration committee
EPP N.V.
(Incorporated in The Netherlands)
(Company number 64965945)
JSE share code: EPP
ISIN: NL0011983374
LEI Code: 7245003P7O9N5BN8C098
(“EPP” or “the Company”)
RESULTS OF ANNUAL GENERAL MEETING AND CHANGE TO THE NOMINATION AND REMUNERATION COMMITTEE
Shareholders are advised that at the annual general meeting of shareholders held on Friday, 7 May 2021 (in terms of the
notice dispatched on Wednesday, 7 April 2021) all of the resolutions tabled thereat were passed by the requisite majority
of EPP shareholders other than agenda item 13. Non-binding advisory vote on the remuneration implementation report for
the Board, which was voted against by more than 25% of votes exercised at the annual general meeting.
Details of the results of voting at the annual general meeting were as follows:
- total number of EPP shares in issue as at the date of the annual general meeting: 907 946 792;
- total number of EPP shares that were present/represented at the annual general meeting: 759 685 311 being 83.67%
of the total number of EPP shares that could have been voted at the annual general meeting.
Agenda Item 3. Adoption of annual accounts for the financial year 2020
Shares voted* For Against Abstentions^#
576 661 096, being 63.51% 576 661 096, being 100.00% - 183 024 215, being 20.16%
Agenda Item 6. Discharge of the current members of the Board
Shares voted* For Against Abstentions^#
576 661 096, being 63.51% 560 559 850, being 97.21% 16 101 246, being 2.79% 183 024 215, being 20.16%
Agenda Item 7(a). Appointment of Ms S van Loon as non-executive director of the Board
Shares voted* For Against Abstentions^#
576 661 096, being 63.51% 576 661 096, being 100.00% - 183 024 215, being 20.16%
Agenda Item 7(b). Reappointment of Mr RM Weisz as non-executive director of the Board and approval of role
Shares voted* For Against Abstentions^#
576 661 096, being 63.51% 545 592 322, being 94.61% 31 068 774, being 5.39% 183 024 215, being 20.16%
Agenda Item 7(c). Reappointment of Ms DT Ellerine as non-executive director of the Board
Shares voted* For Against Abstentions^#
576 661 096, being 63.51% 575 917 844, being 99.87% 743 252, being 0.13% 183 024 215, being 20.16%
Agenda Item 7(d). Reappointment of Mr PG Prinsloo as non-executive director of the Board
Shares voted* For Against Abstentions^#
576 661 096, being 63.51% 540 370 796, being 93.71% 36 290 300, being 6.29% 183 024 215, being 20.16%
Agenda Item 7(e). Reappointment of Mr TTJ de Groot as non-executive director of the Board
Shares voted* For Against Abstentions^#
576 661 096, being 63.51% 575 627 197, being 99.82% 1 033 899, being 0.18% 183 024 215, being 20.16%
Agenda Item 8(a). Authorisation of Board to issue ordinary shares and/or grant rights to subscribe for ordinary shares
Shares voted* For Against Abstentions^#
576 661 096, being 63.51% 527 732 561, being 91.52% 48 928 535, being 8.48% 183 024 215, being 20.16%
Agenda Item 8(b). Authorisation of Board to issue ordinary shares and/or grant rights to subscribe for ordinary shares
for cash
Shares voted* For Against Abstentions^#
576 661 096, being 63.51% 545 472 543, being 94.59% 31 188 553, being 5.41% 183 024 215, being 20.16%
Agenda Item 9. Authorisation of Board to limit or exclude pre-emption rights
Shares voted* For Against Abstentions^#
576 661 096, being 63.51% 488 658 666, being 84.74% 88 002 430, being 15.26% 183 024 215, being 20.16%
Agenda Item 10. Authorisation of Board to acquire shares
Shares voted* For Against Abstentions^#
576 661 096, being 63.51% 493 832 746, being 85.64% 82 828 350, being 14.36% 183 024 215, being 20.16%
Agenda Item 12. Non-binding advisory vote on the remuneration policy for the Board
Shares voted* For Against Abstentions^#
576 661 096, being 63.51% 434 838 261, being 75.41% 141 822 835, being 24.59% 183 024 215, being 20.16%
Agenda Item 13. Non-binding advisory vote on the remuneration implementation report for the Board
Shares voted* For Against Abstentions^#
576 661 096, being 63.51% 412 402 630, being 71.52% 164 258 466, being 28.48% 183 024 215, being 20.16%
Agenda Item 14. Appointment of external auditor for the financial year 2021
Shares voted* For Against Abstentions^#
549 977 713, being 60.57% 510 049 602, being 92.74% 39 928 111, being 7.26% 209 707 598, being 23.10%
* shares voted (excluding abstentions) in relation to total shares in issue
^ in relation to total shares is issue
# Shareholders are referred to the announcement released on SENS and on the LuxSE on 10 June 2019 in which they
were advised that a voting limitation deed, restricting the voting rights exercised by Redefine Properties Limited
(“Redefine”) to 40% of the aggregate votes exercised either in favour of or against any resolution, with excess votes
exercised by Redefine being reflected as abstentions in relation to the resolution being voted on.
Shareholders are referred to the announcement released on SENS on 7 April 2021, advising of the nomination for
appointment of Sandra van Loon as an independent non-executive director of the board of directors of EPP and are further
advised that Sandra has been appointed as chairperson of the nomination and remuneration committee in place of Dionne
Ellerine who remains a member of the committee.
As a result of 28.48% of shareholders voting against agenda item 13 at the annual general meeting, EPP extends an invitation
to all dissenting shareholders, as well as shareholders who have not yet engaged with the Company and who have concerns
on the remuneration implementation report or to the extent applicable, the remuneration policy, to address their concerns
to the chairperson of the nomination and remuneration committee (“RemCo”), Sandra van Loon or to the chairperson of
the board, Robert Weisz by 31 July 2021 by using the RemCo e-mail address: RemCo@epp-poland.com.
EPP will consider all concerns and take steps to address legitimate and reasonable objections and concerns.
7 May 2021
JSE sponsor
Java Capital
Luxembourg Stock Exchange Listing Agent
Harneys Luxembourg
For more information:
Curwin Rittles, Investor Relations, EPP
Mobile: +48 885 982 310
Curwin.rittles@epp-poland.com
Java Capital, JSE Sponsor
Phone: +27 11 722 3050
Harney Westwood & Riegels SARL, Luxembourg Stock Exchange Listing Agent
Phone: +352 27 86 71 02
Singular Systems IR
Michèle Mackey
+27 (0)10 003 0700
michele@singular.co.za
Date: 07-05-2021 05:15:00
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