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REDEFINE PROPERTIES LIMITED - Results of annual general meeting

Release Date: 20/02/2020 16:55
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Results of annual general meeting

REDEFINE PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1999/018591/06)
JSE share code: RDF ISIN: ZAE000190252
Debt company code: BIRDF
(Approved as a REIT by the JSE)
(“Redefine” or the “company”)


RESULTS OF ANNUAL GENERAL MEETING


Shareholders are advised that at the annual general meeting of shareholders held on Thursday,
20 February 2020 (in terms of the notice dispatched on Friday, 27 December 2019) all the
resolutions tabled thereat were passed by the requisite majority of Redefine shareholders other
than ordinary resolution 8, in respect of a general authority to issue shares for cash, which was
withdrawn at the commencement of the annual general meeting. Ordinary resolution 11, in respect
of the non-binding advisory vote on the implementation of the remuneration policy of the company
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 are as follows:

-    total number of Redefine shares in issue as at the date of the annual general meeting:
     5 793 183 207 (including 5 876 766 treasury shares);
-    total number of Redefine shares that could have been voted at the annual general meeting:
     5 787 306 441 (excluding 5 876 766 treasury shares); and
-    total number of Redefine shares that were present/represented at the annual general
     meeting: 4 446 789 324, being 76.84% of the total number of Redefine shares that could
     have been voted at the annual general meeting.

ORDINARY RESOLUTIONS

Ordinary resolution 1: Election of Mr SM Pityana as an independent non-executive director

Shares voted*            For                       Against                   Abstentions^
4 424 874 922,           4 178 522 475,            246 352 447,              21 914 402,
being 76.38%             being 94.43%              being 5.57%               being 0.38%

Ordinary resolution 2: Election of Ms D Naidoo as an independent non-executive director

Shares voted*            For                       Against                   Abstentions^
4 424 881 150,           3 871 096 988,            553 784 162,              21 908 174,
being 76.38%             being 87.48%              being 12.52%              being 0.38%

Ordinary resolution 3: Re-election of Mr L Kok as an executive director

Shares voted*            For                       Against                   Abstentions^
4 424 881 150,           4 421 364 067,            3 517 083,                21 908 174,
being 76.38%             being 99.92%              being 0.08%               being 0.38%

Ordinary resolution 4: Re-election of Ms B Mathews as an independent non-executive director

Shares voted*            For                       Against                   Abstentions^
4 424 881 150,           3 874 775 604,            550 105 546,              21 908 174,
being 76.38%             being 87.57%              being 12.43%              being 0.38%

Ordinary resolution 5.1: Election of Ms D Naidoo as the chairperson and a member of the audit
committee

Shares voted*            For                       Against                   Abstentions^
4 424 881 150,           3 909 964 443,            514 916 707,              21 908 174,
being 76.38%             being 88.36%              being 11.64%              being 0.38%

Ordinary resolution 5.2: Election of Ms B Mathews as a member of the audit committee

Shares voted*            For                       Against                   Abstentions^
4 424 881 150,           4 413 653 980,            11 227 170,               21 908 174,
being 76.38%             being 99.75%              being 0.25%               being 0.38%

Ordinary resolution 5.3: Election of Ms L Sennelo as a member of the audit committee

Shares voted*            For                       Against                   Abstentions^
4 424 881 150,           4 208 000 152,            216 880 998,              21 908 174,
being 76.38%             being 95.10%              being 4.90%               being 0.38%

Ordinary resolution 6: Re-appointment of PricewaterhouseCoopers Inc. as independent external
auditors

Shares voted*            For                       Against                   Abstentions^
4 424 881 150,           4 423 266 306,            1 614 844,                21 908 174,
being 76.38%             being 99.96%              being 0.04%               being 0.38%

Ordinary resolution 7: Placing the unissued ordinary shares under the control of the directors

Shares voted*            For                       Against                   Abstentions^
4 424 880 900,           3 339 580 922,            1 085 299 978,            21 908 424,
being 76.38%             being 75.47%              being 24.53%              being 0.38%

Ordinary resolution 8: General authority to issue shares for cash

WITHDRAWN

Ordinary resolution 9: Specific authority to issue shares pursuant to a reinvestment option

Shares voted*            For                       Against                   Abstentions^
4 425 447 942,           3 815 066 474,            610 381 468,              21 341 382,
being 76.39%             being 86.21%              being 13.79%              being 0.37%

Ordinary resolution 10: Non-binding advisory vote on the remuneration policy of the company

Shares voted*            For                       Against                   Abstentions^
4 424 623 844,           4 083 180 773,            341 443 071,              22 165 480,
being 76.38%             being 92.28%              being 7.72%               being 0.38%

Ordinary resolution 11: Non-binding advisory vote on the implementation of the remuneration
policy of the company

Shares voted*            For                       Against                   Abstentions^
4 424 339 921,           3 126 869 812,            1 297 470 109,            22 449 403,
being 76.37%             being 70.67%              being 29.33%              being 0.39%

Ordinary resolution 12: Authorisation of directors and/or the company secretary

Shares voted*            For                       Against                   Abstentions^
4 424 881 150,           4 424 877 374,            3 776,                    21 908 174,
being 76.38%             being 100%                being 0.00%               being 0.38%

SPECIAL RESOLUTIONS

Special resolution 1: Amendment of the MOI

Shares voted*            For                       Against                   Abstentions^
4 425 447 074,           4 424 568 417,            878 657,                  21 342 250,
being 76.39%             being 99.98%              being 0.02%               being 0.37%

Special resolution 2.1: Remuneration of independent non-executive chairperson

Shares voted*            For                       Against                   Abstentions^
4 425 399 525,           4 414 378 773,            11 020 752,               21 389 799,
being 76.39%             being 99.75%              being 0.25%               being 0.37%

Special resolution 2.2: Remuneration of lead independent director

Shares voted*            For                       Against                   Abstentions^
4 425 399 525,           4 404 773 901,            20 625 624,               21 389 799,
being 76.39%             being 99.53%              being 0.47%               being 0.37%

Special resolution 2.3: Remuneration of non-executive director

Shares voted*            For                       Against                   Abstentions^
4 425 399 525,           4 404 773 901,            20 625 624,               21 389 799,
being 76.39%             being 99.53%              being 0.47%               being 0.37%

Special resolution 2.4: Remuneration of audit committee chairperson

Shares voted*            For                       Against                   Abstentions^
4 425 399 525,           4 414 080 189,            11 319 336,               21 389 799,
being 76.39%             being 99.74%              being 0.26%               being 0.37%

Special resolution 2.5: Remuneration of audit committee member

Shares voted*            For                       Against                   Abstentions^
4 425 399 525,           4 414 080 189,            11 319 336,               21 389 799,
being 76.39%             being 99.74%              being 0.26%               being 0.37%

Special resolution 2.6: Remuneration of risk, compliance and technology committee chairperson

Shares voted*            For                       Against                   Abstentions^
4 425 399 525,           4 414 373 046,            11 026 479,               21 389 799,
being 76.39%             being 99.75%              being 0.25%               being 0.37%

Special resolution 2.7: Remuneration of risk, compliance and technology committee member

Shares voted*            For                       Against                   Abstentions^
4 425 399 525,           4 414 384 046,            11 015 479,               21 389 799,
being 76.39%             being 99.75%              being 0.25%               being 0.37%

Special resolution 2.8: Remuneration of remuneration committee chairperson

Shares voted*            For                       Against                   Abstentions^
4 425 442 787,           4 414 411 035,            11 031 752,               21 346 537,
being 76.39%             being 99.75%              being 0.25%               being 0.37%

Special resolution 2.9: Remuneration of remuneration committee member

Shares voted*            For                       Against                   Abstentions^
4 425 399 525,           4 414 367 773,            11 031 752,               21 389 799,
being 76.39%             being 99.75%              being 0.25%               being 0.37%

Special resolution 2.10: Remuneration of nomination and governance committee chairperson

Shares voted*            For                       Against                   Abstentions^
4 425 399 525,           4 414 367 773,            11 031 752,               21 389 799,
being 76.39%             being 99.75%              being 0.25%               being 0.37%

Special resolution 2.11: Remuneration of nomination and governance committee member

Shares voted*            For                       Against                   Abstentions^
4 425 399 525,           4 414 378 203,            11 021 322,               21 389 799,
being 76.39%             being 99.75%              being 0.25%               being 0.37%

Special resolution 2.12: Remuneration of social, ethics and transformation committee chairperson

Shares voted*            For                       Against                   Abstentions^
4 425 399 275,           4 414 313 550,            11 085 725,               21 390 049,
being 76.39%             being 99.75%              being 0.25%               being 0.37%

Special resolution 2.13: Remuneration of social, ethics and transformation committee member

Shares voted*            For                       Against                   Abstentions^
4 425 399 275,           4 414 313 550,            11 085 725,               21 390 049,
being 76.39%             being 99.75%              being 0.25%               being 0.37%

Special resolution 2.14: Remuneration of investment committee chairperson

Shares voted*            For                       Against                   Abstentions^
4 425 399 525,           4 414 313 800,            11 085 725,               21 389 799,
being 76.39%             being 99.75%              being 0.25%               being 0.37%

Special resolution 2.15: Remuneration of investment committee member

Shares voted*            For                       Against                   Abstentions^
4 425 399 525,           4 414 313 800,            11 085 725,               21 389 799,
being 76.39%             being 99.75%              being 0.25%               being 0.37%

Special resolution 3: Financial assistance to related and inter-related parties in terms of Section 44
of the Companies Act

Shares voted*            For                       Against                   Abstentions^
4 425 460 574,           4 219 887 649,            205 572 925,              21 328 750,
being 76.39%             being 95.35%              being 4.65%               being 0.37%

Special resolution 4: Financial assistance to related and inter-related parties in terms of Section 45
of the Companies Act

Shares voted*            For                       Against                   Abstentions^
4 425 460 574,           4 230 600 913,            194 859 661,              21 328 750,
being 76.39%             being 95.60%              being 4.40%               being 0.37%

Special resolution 5: General authority for a repurchase of shares issued by the company

Shares voted*            For                       Against                   Abstentions^
4 425 159 490,           3 775 398 338,            649 761 152,              21 629 834,
being 76.39%             being 85.32%              being 14.68%              being 0.37%

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

As a result of 29.33% of shareholders voting against ordinary resolution 11 at our annual general
meeting, Redefine extends an invitation to all dissenting shareholders, as well as shareholders
who have not yet engaged with the company, in order to address their concerns on the
remuneration implementation report. Shareholders are requested to provide their reasons for
voting against ordinary resolution 11, as well as their concerns with the implementation report
and/or the remuneration policy, in writing to the chairperson of the remuneration committee, Ms B
Mathews by emailing Bronwyn Baker at bronwynb@redefine.co.za by no later than close of
business on Tuesday, 31 March 2020. Redefine will consider all concerns and, where appropriate,
take steps to address any legitimate and reasonable concerns raised by the shareholders.

20 February 2020


Sponsor
Java Capital

Date: 20-02-2020 04:55:00
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