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HYPROP INVESTMENTS LIMITED - Results of annual general meeting

Release Date: 03/12/2018 10:05
Code(s): HYP     PDF:  
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Results of annual general meeting

HYPROP INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/005284/06)
JSE share code: HYP ISIN: ZAE000190724
(Approved as a REIT by the JSE)
(“Hyprop”)


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 30 October 2018) all the resolutions tabled there at were passed by the requisite majority of shareholders with
the exception of the non-binding advisory votes on Hyprop’s remuneration policy and remuneration implementation report, which
were both voted in favour of by 72% (compared to the requisite majority of 75%) of votes exercised at the annual general meeting.

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

    -    total number of Hyprop shares in issue as at the date of the annual general meeting: 255 894 516
    -    total number of Hyprop shares that were present/represented at the annual general meeting: 179 236 100, being 70% of the
         total number of Hyprop shares that could have been voted at the annual general meeting.

Ordinary resolution number 1: Adoption of annual financial statements

Shares voted*                      For                               Against                        Abstentions^
178 189 534, being 69.6340%        178 189 394, being 99.9999%       140, being 0.0001%             1 046 566, being 0.4090%

Ordinary resolution number 2: Confirmation of the appointment of Zuleka Jasper as a director

Shares voted*                      For                               Against                        Abstentions^
178 773 179, being 69.8621%        178 722 888, being 99.9719%       50 291, being 0.0281%          462 921, being 0.1809%

Ordinary resolution number 3: Confirmation of the appointment of Wilhelm Nauta as a director

Shares voted*                      For                               Against                        Abstentions^
178 773 179, being 69.8621%        177 948 601, being 99.5388%       824 578, being 0.4612%         462 921, being 0.1809%

Ordinary resolution number 4: Confirmation of the appointment of Brett Till as a director

Shares voted*                      For                               Against                        Abstentions^
178 773 179, being 69.8621%        177 998 434, being 99.5666%       774 745, being 0.4334%         462 921, being 0.1809%

Ordinary resolution number 5.1: Re-election of Thabo Mokgatlha as a director

Shares voted*                      For                               Against                        Abstentions^
178 773 179, being 69.8621%        175 794 320, being 98.3337%       2 978 859, being 1.6663%       462 921, being 0.1809%

Ordinary resolution number 5.2: Re-election of Louis Norval as a director

Shares voted*                      For                               Against                        Abstentions^
178 773 179, being 69.8621%        167 100 902, being 93.4709%       11 672 277, being 6.5291%      462 921, being 0.1809%

Ordinary resolution number 5.3: Re-election of Gavin Tipper as a director

Shares voted*                      For                               Against                        Abstentions^
178 404 920, being 69.7181%        163 406 470, being 91.5930%       14 998 450, being 8.4070%      831 180, being 0.3248%

Ordinary resolution number 6.1: Appointment of Thabo Mokgatlha as a member of the audit and risk committee
(Chairperson)

Shares voted*                      For                               Against                        Abstentions^
178 773 179, being 69.8621%        175 958 391, being 98.4255%       2 814 788, being 1.5745%       462 921, being 0.1809%

Ordinary resolution number 6.2: Appointment of Gavin Tipper as a member of the audit and risk committee

Shares voted*                      For                               Against                        Abstentions^
178 404 920, being 69.7181%        122 652 713, being 68.7496%       55 752 207, being 31.2504%     831 180, being 0.3248%

Ordinary resolution number 6.3: Appointment of Zuleka Jasper as a member of the audit and risk committee

Shares voted*                      For                               Against                        Abstentions^
178 773 179, being 69.8621%        178 752 044, being 99.9882%       21 135, being 0.0118%          462 921, being 0.1809%

Ordinary resolution number 6.4: Appointment of Stewart Shaw-Taylor as a member of the audit and risk committee

Shares voted*                      For                               Against                        Abstentions^
178 773 179, being 69.8621%        101 662 898, being 56.8670%       77 110 281, being 43.1330%     462 921, being 0.1809%

Ordinary resolution number 7: Reappointment of auditors

Shares voted*                      For                               Against                        Abstentions^
178 684 479, being 69.8274%        136 517 398, being 76.4014%       42 167 081, being 23.5986%     551 621, being 0.2156%

Ordinary resolution number 8: Control over unissued shares

Shares voted*                      For                               Against                        Abstentions^
178 773 165, being 69.8621%        166 239 640, being 92.9891%       12 533 525, being 7.0109%      462 935, being 0.1809%

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

Shares voted*                      For                               Against                        Abstentions^
178 773 179, being 69.8621%        166 065 755, being 92.8919%       12 707 424, being 7.1081%      462 921, being 0.1809%

Ordinary resolution number 10: Endorsement of remuneration policy

Shares voted*                      For                               Against                        Abstentions^
178 653 718, being 69.8154%        128 748 597, being 72.0660%       49 905 121, being 27.9340%     582 382, being 0.2276%

Ordinary resolution number 11: Endorsement of remuneration implementation report

Shares voted*                      For                               Against                        Abstentions^
178 653 718, being 69.8154%        128 922 482, being 72.1633%       49 731 236, being 27.8367%     582 382, being 0.2276%

Special resolution number 1: Share repurchases

Shares voted*                      For                               Against                        Abstentions^
178 773 179, being 69.8621%        156 860 482, being 87.7427%       21 912 697, being 12.2573%     462 921, being 0.1809%

Special resolution number 2: Financial assistance to related and inter-related parties

Shares voted*                      For                               Against                        Abstentions^
177 827 546, being 69.4925%        166 278 681, being 93.5056%       11 548 865, being 6.4944%      1 408 554, being 0.5504%

Special resolution number 3.1(a): Approval of non-executive directors’ fees for 2018/2019: Board chairman

Shares voted*                      For                               Against                        Abstentions^
178 648 414, being 69.8133%        178 635 286, being 99.9927%       13 128, being 0.0073%          587 686, being 0.2297%

Special resolution number 3.1(b): Approval of non-executive directors’ fees for 2018/2019: Non-executive directors

Shares voted*                      For                               Against                        Abstentions^
178 684 161, being 69.8273%        178 684 021, being 99.9999%       140, being 0.0001%             551 939, being 0.2157%

Special resolution number 3.1(c): Approval of non-executive directors’ fees for 2018/2019: Audit and risk committee
chairman

Shares voted*                      For                               Against                        Abstentions^
178 648 414, being 69.8133%        178 635 286, being 99.9927%       13 128, being 0.0073%          587 686, being 0.2297%

Special resolution number 3.1(d): Approval of non-executive directors’ fees for 2018/2019: Audit and risk committee
member

Shares voted*                      For                               Against                        Abstentions^
178 648 428, being 69.8133%        178 648 288, being 99.9999%       140, being 0.0001%             587 672, being 0.2297%

Special resolution number 3.1(e): Approval of non-executive directors’ fees for 2018/2019: Remuneration and nomination
committee chairman

Shares voted*                      For                               Against                        Abstentions^
178 617 668, being 69.8013%        178 312 486, being 99.8291%       305 182, being 0.1709%         618 432, being 0.2417%

Special resolution number 3.1(f): Approval of non-executive directors’ fees for 2018/2019: Remuneration and nomination
committee member

Shares voted*                      For                               Against                        Abstentions^
178 617 668, being 69.8013%        178 312 486, being 99.8291%       305 182, being 0.1709%         618 432, being 0.2417%

Special resolution number 3.1(g): Approval of non-executive directors’ fees for 2018/2019: Social and ethics committee
chairman

Shares voted*                      For                               Against                        Abstentions^
178 648 414, being 69.8133%        178 635 286, being 99.9927%       13 128, being 0.0073%          587 686, being 0.2297%

Special resolution number 3.1(h): Approval of non-executive directors’ fees for 2018/2019: Social and ethics committee
member

Shares voted*                      For                               Against                        Abstentions^
178 648 428, being 69.8133%        178 648 288, being 99.9999%       140, being 0.0001%             587 672, being 0.2297%

Special resolution number 3.1(i): Approval of non-executive directors’ fees for 2018/2019: Investment committee chairman

Shares voted*                      For                               Against                        Abstentions^
178 648 428, being 69.8133%        178 648 288, being 99.9999%       140, being 0.0001%             587 672, being 0.2297%

Special resolution number 3.1(j): Approval of non-executive directors’ fees for 2018/2019: Investment committee member

Shares voted*                      For                               Against                        Abstentions^
178 648 414, being 69.8133%        178 648 274, being 99.9999%       140, being 0.0001%             587 686, being 0.2297%
   
Special resolution number 3.2: Approval of annual increases to non-executive directors’ fees

Shares voted*                      For                               Against                        Abstentions^
178 648 732, being 69.8134%        178 648 274, being 99.9997%       458, being 0.0003%             587 368, being 0.2295%

Ordinary resolution number 12: Signature of documentation

Shares voted*                      For                               Against                        Abstentions^
178 737 128, being 69.8480%        178 736 988, being 99.9999%       140, being 0.0001%             498 972, being 0.1950%
* shares voted (excluding abstentions) in relation to the total shares in issue
^ in relation to total shares in issue

In respect of the non-binding advisory votes on the endorsement of the remuneration policy and remuneration implementation report,
Hyprop has commenced an engagement process with the dissenting shareholders to ascertain their concerns on the remuneration
policy and remuneration implementation report, and will continue to do so.

Hyprop extends an invitation to all shareholders, who have not yet engaged with Hyprop and who have concerns on the remuneration
policy and/or implementation report, to address their concerns to the chairperson of the remuneration committee, Stewart Shaw-
Taylor, by Monday 14 January 2019, by e-mailing michele@singular.co.za, who will respond to shareholders individually on their
concerns.

Hyprop will consider all concerns and take steps to address legitimate and reasonable objections and concerns.

3 December 2018


Sponsor
Java Capital

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