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Results of annual general meeting
FORTRESS REIT LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2009/016487/06)
JSE share codes: FFA ISIN: ZAE000248498
FFB ISIN: ZAE000248506
Bond Company code: FORI
(Approved as a REIT by the JSE)
("Fortress" or "the company")
RESULTS OF ANNUAL GENERAL MEETING
Shareholders are advised that at the annual general meeting of shareholders held on Friday, 30 November 2018 (in terms of the
notice dispatched on 31 October 2018), all the resolutions tabled thereat were passed by the requisite majority of Fortress
shareholders with the exception of the non-binding advisory votes on Fortress’ remuneration policy and remuneration
implementation report which were 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 Fortress shares in issue as at the date of the annual general meeting: 2 281 448 132;
- total number of Fortress shares that could have been voted at the annual general meeting (excluding Fortress B treasury shares
of 17 445 126): 2 264 003 006;
- total number of Fortress shares that could have been voted at the annual general meeting for ordinary resolution 7 and special
resolution 2 (excluding Fortress B treasury shares of 17 445 126 and 6 802 400 shares awarded in terms of the Fortress REIT
Long Term Incentive Plan): 2 257 200 606;
- total number of Fortress shares that were present/represented at the annual general meeting: 1 859 475 955 being 82.13% of
the total number of Fortress shares that could have been voted at the annual general meeting.
Ordinary resolution number 1.1: Confirmation of appointment of Robin Lockhart-Ross as director
Shares voted* For Against Abstentions^
1 852 130 822, being 81.81% 1 852 127 511, being 100.00% 3 311, being 0.00% 7 345 133, being 0.32%
Ordinary resolution number 1.2: Confirmation of appointment of Steven Brown as director
Shares voted* For Against Abstentions^
1 637 854 266, being 72.34% 1 622 179 250, being 99.04% 15 675 016, being 0.96% 221 621 689, being 9.79%
Ordinary resolution number 2.1: Re-election of Iraj Abedian as director
Shares voted* For Against Abstentions^
1 319 032 890, being 58.26% 1 210 430 315, being 91.77% 108 602 575, being 8.23% 540 443 065, being 23.87%
Ordinary resolution number 2.2: Re-election of Urbanus (Banus) van der Walt as director
Shares voted* For Against Abstentions^
1 852 130 822, being 81.81% 1 845 160 785, being 99.62% 6 970 037, being 0.38% 7 345 133, being 0.32%
Ordinary resolution number 2.3: Re-election of Sipho Vuso (Vuso) Majija as director
Shares voted* For Against Abstentions^
1 637 854 266, being 72.34% 1 622 179 250, being 99.04% 15 675 016, being 0.96% 221 621 689, being 9.79%
Ordinary resolution number 3: Re-election of Djurk Peter Claudius Venter as director
Shares voted* For Against Abstentions^
1 852 130 822, being 81.81% 1 673 129 088, being 90.34% 179 001 734, being 9.66% 7 345 133, being 0.32%
Ordinary resolution number 4.1: Re-election of Djurk Peter Claudius Venter as member of the audit committee
Shares voted* For Against Abstentions^
1 852 130 822, being 81.81% 1 750 418 066, being 94.51% 101 712 756, being 5.49% 7 345 133, being 0.32%
Ordinary resolution number 4.2: Re-election of Jan Naudé Potgieter as member of the audit committee
Shares voted* For Against Abstentions^
1 852 130 822, being 81.81% 1 851 279 548, being 99.95% 851 274, being 0.05% 7 345 133, being 0.32%
Ordinary resolution number 4.3: Appointment of Robin Lockhart-Ross as member of the audit committee
Shares voted* For Against Abstentions^
1 852 130 822, being 81.81% 1 852 127 511, being 100.00% 3 311, being 0.00% 7 345 133, being 0.32%
Ordinary resolution number 5: Re-appointment of auditor
Shares voted* For Against Abstentions^
1 852 123 822, being 81.81% 1 802 444 367, being 97.32% 49 679 455, being 2.68% 7 352 133, being 0.32%
Ordinary resolution number 6: Authorising directors to determine auditors’ remuneration
Shares voted* For Against Abstentions^
1 852 130 822, being 81.81% 1 829 878 849, being 98.80% 22 251 973, being 1.20% 7 345 133, being 0.32%
Ordinary resolution number 7: General Authority to issue shares for cash
Shares voted* For Against Abstentions^
1 845 328 422, being 81.75% 1 719 451 869, being 93.18% 125 876 553, being 6.82% 7 345 133, being 0.33%
Special resolution number 1: Approval of financial assistance to related and inter-related companies
Shares voted* For Against Abstentions^
1 852 130 822, being 81.81% 1 752 480 794, being 94.62% 99 650 028, being 5.38% 7 345 133, being 0.32%
Special resolution number 2: Approval of the repurchase of shares
Shares voted* For Against Abstentions^
1 845 189 360, being 81.75% 1 725 421 377, being 93.51% 119 767 983, being 6.49% 7 484 195, being 0.33%
Special resolution number 3: Authorising non-executive directors’ fees
Shares voted* For Against Abstentions^
1 851 389 024, being 81.78% 1 848 567 315, being 99.85% 2 821 709, being 0.15% 8 086 931, being 0.36%
Special resolution number 4: Authorising non-executive fees for any special sub-committee
Shares voted* For Against Abstentions^
1 851 389 024, being 81.78% 1 851 246 651, being 99.99% 142 373, being 0.01% 8 086 931, being 0.36%
Ordinary resolution number 8: Authority for directors or company secretary to implement resolutions
Shares voted* For Against Abstentions^
1 852 130 822, being 81.81% 1 852 127 511, being 100.00% 3 311, being 0.00% 7 345 133, being 0.32%
Non-binding advisory vote number 1: Approval of remuneration policy
Shares voted* For Against Abstentions^
1 851 389 024, being 81.78% 975 662 862, being 52.70% 875 726 162, being 47.30% 8 086 931, being 0.36%
Non-binding advisory vote number 2: Approval of remuneration implementation report
Shares voted* For Against Abstentions^
1 851 389 024, being 81.78% 1 303 156 231, being 70.39% 548 232 793, being 29.61% 8 086 931, being 0.36%
* shares voted (excluding abstentions) in relation to the total shares in issue (excluding treasury shares)
^ in relation to total shares in issue (excluding treasury shares)
In order to ascertain the concerns of dissenting shareholders in respect of the non-binding advisory votes on the approval of the
remuneration policy and the approval of the remuneration implementation report, shareholders are advised that Fortress has
commenced engagement with these shareholders, and will continue to do so.
Those shareholders who have not yet engaged with Fortress and who have concerns on the remuneration policy and/or the
remuneration implementation report, are invited to contact the chairperson of the remuneration committee, Tshiamo Matlapeng-
Vilakazi or Iraj Abedian, the chairman of the board, by 31 December 2018, by e-mailing the company secretary at
tamlyn@fortressfund.co.za. Post this engagement, shareholders are also invited to participate in a conference call to discuss concerns
raised on the remuneration policy and/or remuneration implementation report. An announcement providing further details of the
conference call will be released in due course.
Fortress will consider all concerns and take steps to address these as appropriate.
30 November 2018
Lead sponsor
Java Capital
Joint sponsor
Nedbank CIB
Date: 30/11/2018 05:40:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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