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FORTRESS REIT LIMITED - Results of annual general meeting of A ordinary shareholders and B ordinary shareholders

Release Date: 10/12/2019 13:00
 
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Results of annual general meeting of A ordinary shareholders and B ordinary shareholders

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 OF A ORDINARY SHAREHOLDERS AND B ORDINARY SHAREHOLDERS


Shareholders are advised that at the annual general meeting of shareholders held on Friday, 6 December 2019
(in terms of the notice dispatched on 31 October 2019), all the resolutions tabled thereat were passed by the
requisite majority of Fortress shareholders, except for special resolution number 2.3 relating to a specific
authority to repurchase Fortress B ordinary shares (“FFB shares”).

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 62 163 124): 2 219 285 008;
-   total number of Fortress shares that could have been voted at the annual general meeting for ordinary
    resolution 6, special resolution 2 and the non-binding advisory votes (excluding Fortress B treasury shares
    of 62 163 124 and 2 720 960 Fortress A shares and 2 720 960 Fortress B shares awarded in terms of the
    Fortress REIT Long Term Incentive Plan): 2 213 843 088;
-   total number of Fortress shares that were present/represented at the annual general meeting:
    1 671 068 811 being 75.30% 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 and re-election of Susan Melanie Ludolph as
director

A shares voted*             For                          Against                     Abstentions^
756 712 561,                756 683 812,                 28 749,                     3 294 885,
being 63.59%                being 100.00%                being 0.00%                 being 0.28%
B shares voted*             For                          Against                     Abstentions^
910 749 429,                910 622 559,                 126 870,                    311 936,
being 88.48%                being 99.99%                 being 0.01%                 being 0.03%
Total shares voted*         For                          Against                     Abstentions^
1 667 461 990,              1 667 306 371,               155 619,                    3 606 821,
being 75.14%                being 99.99%                 being 0.01%                 being 0.16%

Ordinary resolution number 1.2: Confirmation of appointment and re-election of Vuyiswa Reitumetse
Mutshekwane as director

A shares voted*             For                          Against                     Abstentions^
756 712 561,                754 048 019,                 2 664 542,                  3 294 885,
being 63.59%                being 99.65%                 being 0.35%                 being 0.28%
B shares voted*             For                          Against                     Abstentions^
910 749 521,                909 232 673,                 1 516 848,                  311 844,
being 88.48%                being 99.83%                 being 0.17%                 being 0.03%
Total shares voted*         For                          Against                     Abstentions^
1 667 462 082,              1 663 280 692,               4 181 390,                  3 606 729,
being 75.14%                being 99.75%                 being 0.25%                 being 0.16%

Ordinary resolution number 1.3: Confirmation of appointment and re-election of Ian David Vorster as
director

A shares voted*             For                          Against                     Abstentions^
756 712 561,                752 792 615,                 3 919 946,                  3 294 885,
being 63.59%                being 99.48%                 being 0.52%                 being 0.28%
B shares voted*             For                          Against                     Abstentions^
909 113 717,                908 986 847,                 126 870,                    1 947 648,
being 88.32%                being 99.99%                 being 0.01%                 being 0.19%
Total shares voted*         For                          Against                     Abstentions^
1 665 826 278,              1 661 779 462,               4 046 816,                  5 242 533,
being 75.06%                being 99.76%                 being 0.24%                 being 0.24%
 
Ordinary resolution number 1.4: Confirmation of appointment and re-election of Donnovan Stephen
Pydigadu as director

A shares voted*             For                          Against                     Abstentions^
756 712 729,                753 527 708,                 3 185 021,                  3 294 717,
being 63.59%                being 99.58%                 being 0.42%                 being 0.28%
B shares voted*             For                          Against                     Abstentions^
910 524 730,                909 020 272,                 1 504 458,                  536 635,
being 88.45%                being 99.83%                 being 0.17%                 being 0.05%
Total shares voted*         For                          Against                     Abstentions^
1 667 237 459,              1 662 547 980,               4 689 479,                  3 831 352,
being 75.12%                being 99.72%                 being 0.28%                 being 0.17%

Ordinary resolution number 2: Re-election of Bongiwe Nomandi Njobe as director

A shares voted*             For                          Against                     Abstentions^
756 712 579,                754 984 680,                 1 727 899,                  3 294 867,
being 63.59%                being 99.77%                 being 0.23%                 being 0.28%
B shares voted*             For                          Against                     Abstentions^
910 749 429,                909 549 011,                 1 200 418,                  311 936,
being 88.48%                being 99.87%                 being 0.13%                 being 0.03%
Total shares voted*         For                          Against                     Abstentions^
1 667 462 008,              1 664 533 691,               2 928 317,                  3 606 803,
being 75.14%                being 99.82%                 being 0.18%                 being 0.16%

Ordinary resolution number 3: Re-election of Djurk Peter Claudius Venter as director

A shares voted*             For                          Against                     Abstentions^
756 609 589,                660 523 828,                 96 085 761,                 3 397 857,
being 63.59%                being 87.30%                 being 12.70%                being 0.29%
B shares voted*             For                          Against                     Abstentions^
910 465 880,                819 506 880,                 90 959 000,                 595 485,
being 88.45%                being 90.01%                 being 9.99%                 being 0.06%
Total shares voted*         For                          Against                     Abstentions^
1 667 075 469,              1 480 030 708,               187 044 761,                3 993 342,
being 75.12%                being 88.78%                 being 11.22%                being 0.18%

Ordinary resolution number 4.1: Re-election of Robin Lockhart-Ross as member of the audit committee

A shares voted*             For                          Against                     Abstentions^
756 712 579,                756 712 579,                 -                           3 294 867,
being 63.59%                being 100.00%                                            being 0.28%
B shares voted*             For                          Against                     Abstentions^
910 749 429,                910 622 559,                 126 870,                    311 936,
being 88.48%                being 99.99%                 being 0.01%                 being 0.03%
Total shares voted*         For                          Against                     Abstentions^
1 667 462 008,              1 667 335 138,               126 870,                    3 606 803,
being 75.14%                being 99.99%                 being 0.01%                 being 0.16%

Ordinary resolution number 4.2: Election of Susan Melanie Ludolph as member of the audit committee

A shares voted*             For                          Against                     Abstentions^
756 712 579,                756 683 830,                 28 749,                     3 294 867,
being 63.59%                being 100.00%                being 0.00%                 being 0.28%
B shares voted*             For                          Against                     Abstentions^
910 749 429,                910 622 559,                 126 870,                    311 936,
being 88.48%                being 99.99%                 being 0.01%                 being 0.03%
Total shares voted*         For                          Against                     Abstentions^
1 667 462 008,              1 667 306 389,               155 619,                    3 606 803,
being 75.14%                being 99.99%                 being 0.01%                 being 0.16%

Ordinary resolution number 4.3: Re-election of Jan Naudé Potgieter as member of the audit committee

A shares voted*             For                          Against                     Abstentions^
756 712 561,                756 712 561,                 -                           3 294 885,
being 63.59%                being 100.00%                                            being 0.28%
B shares voted*             For                          Against                     Abstentions^
910 749 429,                910 622 559,                 126 870,                    311 936,
being 88.48%                being 99.99%                 being 0.01%                 being 0.03%
Total shares voted*         For                          Against                     Abstentions^
1 667 461 990,              1 667 335 120,               126 870,                    3 606 821,
being 75.14%                being 99.99%                 being 0.01%                  being 0.16%

Ordinary resolution number 4.4: Re-election of Djurk Peter Claudius Venter as member of the audit
committee

A shares voted*             For                          Against                     Abstentions^
756 710 311                 624 766 079,                 131 944 232,                3 297 135,
being 63.59%                being 82.56%                 being 17.44%                being 0.28%
B shares voted*             For                          Against                     Abstentions^
857 944 114,                738 508 767,                 119 435 347,                53 117 251,
being 83.35%                being 86.08%                 being 13.92%                being 5.16%
Total shares voted*         For                          Against                     Abstentions^
1 614 654 425,              1 363 274 846,               251 379 579,                56 414 386,
being 72.76%                being 84.43%                 being 15.57%                being 2.54%

Ordinary resolution number 5: Re-appointment of auditor

A shares voted*             For                           Against                    Abstentions^
756 712 561,                556 577 435,                  200 135 126,               3 294 885,
being 63.59%                being 73.55%                  being 26.45%               being 0.28%
B shares voted*             For                           Against                    Abstentions^
910 736 941,                809 802 111,                  100 934 830,               324 424,
being 88.48%                being 88.92%                  being 11.08%               being 0.03%
Total shares voted*         For                           Against                    Abstentions^
1 667 449 502,              1 366 379 546,                301 069 956,               3 619 309,
being 75.13%                being 81.94%                  being 18.06%               being 0.16%

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

A shares voted#             For                           Against                    Abstentions^
756 712 579,                649 116 203,                  107 596 376,               3 294 867,
being 63.74%                being 85.78%                  being 14.22%               being 0.28%
B shares voted#             For                           Against                    Abstentions^
910 749 521,                844 207 717,                  66 541 804,                311 844,
being 88.71%                being 92.69%                  being 7.31%                being 0.03%
Total shares voted#         For                           Against                    Abstentions^
1 667 462 100,              1 493 323 920,                174 138 180,               3 606 711,
being 75.32%                being 89.56%                  being 10.44%               being 0.16%

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

A shares voted*             For                           Against                    Abstentions^
756 712 561,                711 757 291,                  44 955 270,                3 294 885,
being 63.59%                being 94.06%                  being 5.94%                being 0.28%
B shares voted*             For                           Against                    Abstentions^
910 749 429,                877 442 234,                  33 307 195,                311 936,
being 88.48%                being 96.34%                  being 3.66%                being 0.03%
Total shares voted*         For                           Against                    Abstentions^
1 667 461 990,              1 589 199 525,                78 262 465,                3 606 821,
being 75.14%                being 95.31%                  being 4.69%                being 0.16%

Special resolution number 2.1: Approval of the repurchase of shares of equal Fortress A ordinary 
shares (“FFA shares”) and FFB shares

A shares voted#             For                           Against                    Abstentions^
756 578 579,                618 315 567,                  138 263 012,               3 428 867,
being 63.73%                being 81.73%                  being 18.27%               being 0.29%
B shares voted#             For                           Against                    Abstentions^
910 749 521,                883 921 221,                  26 828 300,                311 844,
being 88.71%                being 97.05%                  being 2.95%                being 0.03%
Total shares voted#         For                           Against                    Abstentions^
1 667 328 100,              1 502 236 788,                165 091 312,               3 740 711,
being 75.31%                being 90.10%                  being 9.90%                being 0.17%

Special resolution number 2.2: Approval of the repurchase of FFA shares

A shares voted#             For                           Against                    Abstentions^
756 578 579,                723 839 811,                  32 738 768,                3 428 867,
being 63.73%                being 95.67%                  being 4.33%                being 0.29%
B shares voted#             For                           Against                    Abstentions^
910 749 521,                885 846 027,                  24 903 494,                311 844,
being 88.71%                being 97.27%                  being 2.73%                being 0.03%
Total shares voted#         For                           Against                    Abstentions^
1 667 328 100,              1 609 685 838,                57 642 262,                3 740 711,
being 75.31%                being 96.54%                  being 3.46%                being 0.17%

Special resolution number 2.3: Approval of the repurchase of FFB shares

A shares voted#             For                           Against                    Abstentions^
756 578 579,                517 351 956,                  239 226 623,               3 428 867,
being 63.73%                being 68.38%                  being 31.62%               being 0.29%
B shares voted#             For                           Against                    Abstentions^
910 754 959,                733 143 079,                  177 611 880,               306 406,
being 88.71%                being 80.50%                  being 19.50%               being 0.03%
Total shares voted#         For                           Against                    Abstentions^
1 667 333 538,              1 250 495 035,                416 838 503,               3 735 273,
being 75.31%                being 74.9997%                being 25.0003%             being 0.17%
 
Special resolution number 3: Approval of the provision of financial assistance for the purchase of 
shares for Black Economic Empowerment purposes

A shares voted*             For                           Against                    Abstentions^
756 712 579,                616 253 460,                  140 459 119,               3 294 867,
being 63.59%                being 81.44%                  being 18.56%               being 0.28%
B shares voted*             For                           Against                    Abstentions^
910 766 429,                701 905 574,                  208 860 855,               294 936,
being 88.48%                being 77.07%                  being 22.93%               being 0.03%
Total shares voted*         For                           Against                    Abstentions^
1 667 479 008,              1 318 159 034,                349 319 974,               3 589 803,
being 75.14%                being 79.05%                  being 20.95%               being 0.16%

Special resolution number 4: Authorising non-executive directors’ fees

A shares voted*             For                           Against                    Abstentions^
756 712 579,                736 554 024,                  20 158 555,                3 294 867,
being 63.59%                being 97.34%                  being 2.66%                being 0.28%
B shares voted*             For                           Against                    Abstentions^
910 737 562,                869 570 672,                  41 166 890,                323 803,
being 88.48%                being 95.48%                  being 4.52%                being 0.03%
Total shares voted*         For                           Against                    Abstentions^
1 667 450 141,              1 606 124 696,                61 325 445,                3 618 670,
being 75.13%                being 96.32%                  being 3.68%                being 0.16%

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

A shares voted*             For                           Against                    Abstentions^
756 712 579,                756 712 579,                  -                          3 294 867,
being 63.59%                being 100.00%                                            being 0.28%
B shares voted*             For                           Against                    Abstentions^
910 737 039,                910 598 669,                  138 370,                   324 326,
being 88.48%                being 99.98%                  being 0.02%                being 0.03%
Total shares voted*         For                           Against                    Abstentions^
1 667 449 618,              1 667 311 248,                138 370,                   3 619 193,
being 75.13%                being 99.99%                  being 0.01%                being 0.16%
 
Non-binding advisory vote number 1: Approval of remuneration policy

A shares voted#             For                           Against                    Abstentions^
753 547 023,                669 660 297,                  83 886 726,                3 739 463,
being 63.47%                being 88.87%                  being 11.13%               being 0.31%
B shares voted#             For                           Against                    Abstentions^
908 016 602,                763 176 760,                  144 839 842,               323 803,
being 88.44%                being 84.05%                  being 15.95%               being 0.03%
Total shares voted#         For                           Against                    Abstentions^
1 661 563 625,              1 432 837 057,                228 726 568,               4 063 266,
being 75.05%                being 86.23%                  being 13.77%               being 0.18%

Non-binding advisory vote number 2: Approval of remuneration implementation report

A shares voted#             For                           Against                    Abstentions^
753 547 041,                563 279 053,                  190 267 988,               3 739 445,
being 63.47%                being 74.75%                  being 25.25%               being 0.31%
B shares voted#             For                           Against                    Abstentions^
908 016 602,                752 528 259,                  155 488 343,               323 803,
being 88.44%                being 82.88%                  being 17.12%               being 0.03%
Total shares voted#         For                           Against                    Abstentions^
1 661 563 643,              1 315 807 312,                345 756 331,               4 063 248,
being 75.05%                being 79.19%                  being 20.81%               being 0.18%

* 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)
# shares voted (excluding abstentions) in relation to the total shares in issue (excluding treasury shares and
shares awarded in terms of the Fortress REIT Long Term Incentive Plan)

10 December 2019


Lead sponsor
Java Capital

Joint sponsor
Nedbank Corporate and Investment Banking

Date: 10-12-2019 01:00:00
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