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Results of AGM, change to the board of directors and notification in terms of section 45(5) of the Companies Act

Published: 2021-11-17 09:58:00 ET

Resilient REIT Limited (JSE:RES) News - Results of AGM, change to the board of directors and notification in terms of section 45(5) of the Companies Act

RESILIENT REIT LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2002/016851/06)
JSE share code: RES ISIN: ZAE000209557
Bond company code: BIRPIF
(Approved as a REIT by the JSE)
(“Resilient” or the “Company”)


RESULTS OF ANNUAL GENERAL MEETING, CHANGE TO THE BOARD OF DIRECTORS AND NOTIFICATION IN TERMS OF SECTION 45(5) 
OF THE COMPANIES ACT


RESULTS OF ANNUAL GENERAL MEETING

Shareholders are advised that at the annual general meeting of shareholders held on Tuesday, 16 November 2021 (in
terms of the notice dispatched on 11 October 2021) all the resolutions tabled thereat were passed by the requisite
majority of shareholders.

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

- total number of shares in issue as at the date of the annual general meeting: 400 126 254
- total number of shares that could have been voted at the annual general meeting, excluding 39 156 041 treasury
  shares: 360 970 213
- total number of shares that were present/represented at the annual general meeting: 295 540 693 being 81.87% of
  the total number of shares that could have been voted at the annual general meeting.

Ordinary resolution number 1: Appointment of Thando Sishuba as director

Shares voted*                 For                            Against                     Abstentions^
294 832 148, being 81.68%     281 779 509, being 95.57%      13 052 639, being 4.43%     708 545, being 0.20%

Ordinary resolution number 2.1: Re-election of Alan Olivier as director

Shares voted*                 For                            Against                     Abstentions^
295 090 580, being 81.75%     294 100 752, being 99.66%      989 828, being 0.34%        450 113, being 0.12%

Ordinary resolution number 2.2: Re-election of Stuart Bird as director

Shares voted*                 For                            Against                     Abstentions^
295 089 880, being 81.75%     294 185 972, being 99.69%      903 908, being 0.31%        450 813, being 0.12%

Ordinary resolution number 2.3: Re-election of David Brown as director

Shares voted*                 For                            Against                     Abstentions^
295 090 580, being 81.75%     277 721 147, being 94.11%      17 369 433, being 5.89%     450 113, being 0.12%

Ordinary resolution number 3.1: Re-election of Barry van Wyk as director

Shares voted*                 For                            Against                     Abstentions^
295 090 580, being 81.75%     191 164 973, being 64.78%      103 925 607, being 35.22%   450 113, being 0.12%

Ordinary resolution number 3.2: Re-election of Thembi Chagonda as director

Shares voted*                 For                            Against                     Abstentions^
295 090 580, being 81.75%     224 537 285, being 76.09%      70 553 295, being 23.91%    450 113, being 0.12%

Ordinary resolution number 4.1: Re-election of David Brown as a member of the Audit Committee

Shares voted*                 For                            Against                     Abstentions^
295 089 880, being 81.75%     277 743 953, being 94.12%      17 345 927, being 5.88%     450 813, being 0.12%

Ordinary resolution number 4.2: Re-election of Stuart Bird as a member of the Audit Committee

Shares voted*                 For                            Against                     Abstentions^
295 090 580, being 81.75%     294 826 797, being 99.91%      263 783, being 0.09%        450 113, being 0.12%

Ordinary resolution number 4.3: Re-election of Des Gordon as a member of the Audit Committee

Shares voted*                 For                            Against                     Abstentions^
295 090 580, being 81.75%     295 087 545, being 99.999%     3 035, being 0.001%         450 113, being 0.12%

Ordinary resolution number 4.4: Re-election of Protas Phili as a member of the Audit Committee

Shares voted*                 For                            Against                     Abstentions^
295 090 580, being 81.75%     295 086 845, being 99.999%     3 735, being 0.001%         450 113, being 0.12%

Ordinary resolution number 5: Appointment of the auditor

Shares voted*                 For                            Against                     Abstentions^
295 089 880, being 81.75%     295 086 795, being 99.999%     3 085, being 0.001%         450 813, being 0.12%

Ordinary resolution number 6: General authority to issue shares for cash

Shares voted*                 For                            Against                     Abstentions^
295 090 580, being 81.75%     285 999 916, being 96.92%      9 090 664, being 3.08%      450 113, being 0.12%

Non-binding advisory vote 1: Endorsement of Remuneration Policy

Shares voted*                 For                            Against                     Abstentions^
295 090 580, being 81.75%     238 567 901, being 80.85%      56 522 679, being 19.15%    450 113, being 0.12%

Non-binding advisory vote 2: Endorsement of Remuneration Implementation Report

Shares voted*                 For                            Against                     Abstentions^
295 089 880, being 81.75%     248 614 617, being 84.25%      46 475 263, being 15.75%    450 813, being 0.12%

Special resolution number 1: Approval of financial assistance to related or inter-related companies

Shares voted*                 For                            Against                     Abstentions^
295 090 580, being 81.75%     294 570 012, being 99.82%      520 568, being 0.18%        450 113, being 0.12%

Special resolution number 2: Approval of the repurchase of shares

Shares voted*                 For                            Against                     Abstentions^
295 090 580, being 81.75%     263 748 888, being 89.38%      31 341 692, being 10.62%    450 113, being 0.12%

Special resolution number 3: Authorising non-executive directors’ fees

Shares voted*                 For                            Against                     Abstentions^
295 090 580, being 81.75%     290 141 741, being 98.32%      4 948 839, being 1.68%      450 113, being 0.12%

Ordinary resolution number 7: Authority for directors or company secretary to implement resolutions

Shares voted*                 For                            Against                     Abstentions^
295 090 580, being 81.75%     295 087 545, being 99.999%     3 035, being 0.001%         450 113, being 0.12%

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

CHANGE TO THE BOARD OF DIRECTORS

Shareholders and noteholders are advised that at the annual general meeting held on 16 November 2021, Umsha
Reddy, an independent non-executive director and member of the Remuneration and Risk Committees, who has
served on the Board since 2012, formally retired by rotation in terms of the Company’s memorandum of incorporation
and did not make herself available for re-election.

The directors of Resilient express their appreciation for Umsha’s valuable contribution over the years and wish her
well with her future endeavours.

NOTIFICATION IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT

In terms of the provisions of section 45(5)(a) of the Companies Act 71 of 2008 (“the Act”) and pursuant to the special
resolution passed at the annual general meeting of the Company on 16 November 2021 authorising the board of
directors to provide direct or indirect financial assistance to related and inter-related companies, notification is hereby
given that the Board adopted a resolution authorising Resilient to provide financial assistance to related and inter-
related companies of Resilient, which financial assistance exceeds one tenth of one percent of the Company’s net
worth.

17 November 2021


Sponsor                                    Debt Sponsor
Java Capital                               Rand Merchant Bank
                                           (a division of First Rand Bank Limited)


Date: 17-11-2021 11:58:00
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All statements made via social media sites sponsored or maintained by Enhanced Investments and its affiliates are for informational purposes only and do not constitute a comprehensive description of Enhanced Investments' investment advisory services.
Certain investments are not suitable for all investors. Before investing, consider your investment objectives and applicable fees. The rate of return on investments can vary widely over time, especially for long term investments. Investment losses are possible, including the potential loss of all amounts invested. Information provided by Enhanced Investments is for informational and general educational purposes only and is not investment or financial advice.