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DIPULA INCOME FUND LIMITED - Results of annual general meeting

Release Date: 21/02/2024 16:40
Code(s): DIB     PDF:  
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Results of annual general meeting

DIPULA INCOME FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2005/013963/06)
JSE share code: DIB     ISIN: ZAE000203394
(Approved as a REIT by the JSE)
("Dipula" or "Company")


RESULTS OF ANNUAL GENERAL MEETING


Shareholders are advised that at the annual general meeting of shareholders held on Wednesday, 21 February 2024 (in
terms of the notice of annual general meeting dispatched to shareholders on Thursday, 14 December 2023), all the
resolutions tabled were passed by the requisite majority of Dipula shareholders other than non-binding advisory
resolution number 2 in respect of the endorsement of the remuneration implementation report and ordinary resolution
number 9 in respect of the general authority to issue shares for cash.

Details of the results of voting at the annual general meeting are as follows:

-        total number of Dipula ordinary shares in issue as at the date of the annual general meeting: 912 001 700;
-        total number of Dipula ordinary shares that could have been voted at the annual general meeting (excluding
         treasury shares): 911 918 388;
-        total number of Dipula ordinary shares that were present/represented at the annual general meeting: 730 437 949,
         being 80.10% of the total number of Dipula ordinary shares that could have voted at the annual general meeting.

Ordinary resolution number 1: Re-election of ZJ Matlala as a director

Shares voted*                   For                             Against                       Abstentions^
730 402 142, being 80.09%       697 764 443, being 95.53%       32 637 699, being 4.47%       35 807, being 0.004%

Ordinary resolution number 2: Re-election of BH Azizollahoff as a director

Shares voted*                   For                             Against                       Abstentions^
730 402 142, being 80.09%       697 764 443, being 95.53%       32 637 699, being 4.47%       35 807, being 0.004%

Ordinary resolution number 3: Re-election of IS Petersen as a director

Shares voted*                   For                             Against                       Abstentions^
730 402 142, being 80.09%       730 402 142, being 100.00%      -                             35 807, being 0.004%

Ordinary resolution number 4: Re-election of S Moodley as a director

Shares voted*                   For                             Against                       Abstentions^
730 402 142, being 80.09%       730 402 142, being 100.00%      -                             35 807, being 0.004%

Ordinary resolution number 5: Re-appointment of Z Adams as a member and chairman of the Audit and Risk
Committee

Shares voted*                   For                             Against                       Abstentions^
730 402 142, being 80.09%       729 935 549, being 99.94%       466 593, being 0.06%          35 807, being 0.004%

Ordinary resolution number 6: Re-appointment of BH Azizollahoff as a member of the Audit and Risk committee

Shares voted*                   For                             Against                       Abstentions^
730 402 142, being 80.09%       601 115 630, being 82.30%       129 286 512, being 17.70%     35 807, being 0.004%

Ordinary resolution number 7: Re-appointment of ND Khoele as a member of the Audit and Risk committee

Shares voted*                   For                             Against                       Abstentions^
730 402 142, being 80.09%       730 402 142, being 100.00%      -                             35 807, being 0.004%

Ordinary resolution number 8: Re-appointment of the independent auditor and appointment of individual designated
audit partner

Shares voted*                   For                             Against                       Abstentions^
730 402 142, being 80.09%       685 624 773, being 93.87%       44 777 369, being 6.13%       35 807, being 0.004%

Ordinary resolution number 9: General authority to issue shares for cash

Shares voted*                   For                             Against                       Abstentions^
730 402 142, being 80.09%       478 978 300, being 65.58%       251 423 842, being 34.42%     35 807, being 0.004%

Ordinary resolution number 10: Specific authority to issue shares pursuant to a reinvestment option

Shares voted*                   For                             Against                       Abstentions^
730 402 142, being 80.09%       514 094 931, being 70.39%       216 307 211, being 29.61%     35 807, being 0.004%

Non-binding advisory resolution number 1: Endorsement of the remuneration policy

Shares voted*                   For                             Against                       Abstentions^
730 402 142, being 80.09%       610 880 561, being 83.64%       119 521 581, being 16.36%     35 807, being 0.004%

Non-binding advisory resolution number 2: Endorsement of the remuneration implementation report

Shares voted*                   For                             Against                       Abstentions^
730 402 142, being 80.09%       487 438 155, being 66.74%       242 963 987, being 33.26%     35 807, being 0.004%

Ordinary resolution number 11: Signature of documentation

Shares voted*                   For                             Against                       Abstentions^
730 402 142, being 80.09%       729 923 975, being 99.93%       478 167, being 0.07%          35 807, being 0.004%

Special resolution number 1: Financial assistance to related or inter-related parties

Shares voted*                   For                             Against                       Abstentions^
730 402 142, being 80.09%       730 402 142, being 100.00%      -                             35 807, being 0.004%

Special resolution number 2: Financial assistance for the subscription and/or purchase of securities in the Company
or in related or inter-related companies

Shares voted*                   For                             Against                       Abstentions^
730 402 142, being 80.09%       628 038 183, being 85.99%       102 363 959, being 14.01%     35 807, being 0.004%

Special resolution number 3: Share repurchases

Shares voted*                   For                             Against                       Abstentions^
730 402 142, being 80.09%       651 094 670, being 89.14%       79 307 472, being 10.86%      35 807, being 0.004%

Special resolution number 4: Approval of non-executive directors' remuneration

Shares voted*                   For                             Against                       Abstentions^
730 402 142, being 80.09%       723 430 339, being 99.05%       6 971 803, being 0.95%        35 807, being 0.004%

Special resolution number 5: Approval to issue shares in terms of section 41(1) of the Companies Act

Shares voted*                   For                             Against                       Abstentions^
730 402 142, being 80.09%       620 599 787, being 84.97%       109 802 355, being 15.03%     35 807, being 0.004%

* shares voted (excluding abstentions) in relation to total shares in issue
^ in relation to total shares in issue

As a result of 33.26% of shareholders voting against non-binding resolution number 2 at the annual general meeting,
Dipula extends an invitation to all dissenting shareholders, as well as shareholders who have not yet engaged with the
Company, to address their concerns on the remuneration implementation report. Shareholders are requested to provide
their reasons for voting against non-binding advisory resolution number 2, as well as their concerns with the
implementation report, in writing, to the chairperson of the Remuneration and Nomination Committee, Nthime Khoele,
by emailing the company secretary at dipula@acorim.co.za by no later than close of business on Friday, 8 March 2024.
Dipula will consider all concerns and, where appropriate, take steps to address any legitimate and reasonable concerns
raised by shareholders.

21 February 2024


Sponsor
Java Capital

Date: 21-02-2024 04:40:00
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