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Results of annual general meeting, change to the function of a director and changes to the board sub-committees
FORTRESS REAL ESTATE INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2009/016487/06)
JSE share code: FFB
ISIN: ZAE000248506
Bond company code: FORI
LEI: 378900FE98E30F24D975
("Fortress" or the "Company")
RESULTS OF ANNUAL GENERAL MEETING, CHANGE TO THE FUNCTION OF A DIRECTOR AND CHANGES TO THE BOARD SUB-COMMITTEES
Shareholders and noteholders are advised that at the annual general meeting of shareholders held on
Tuesday, 3 December 2024 (in terms of the notice dispatched on 31 October 2024), all the resolutions tabled were
passed by the requisite majority of Fortress shareholders, except for ordinary resolution number 5 relating to the general
authority to issue shares for cash.
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: 1 204 291 830
- total number of Fortress shares that could have been voted at the annual general meeting: 1 204 291 830
- total number of Fortress shares that were present/represented at the annual general meeting: 991 381 583, being
82.32% 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 election of Hermanus (Herman) Lambertus Bosman
as a director
Shares voted* For Against Abstentions^
990 435 012, being 82.24% 967 092 005, being 97.64% 23 343 007, being 2.36% 946 571, being 0.08%
Ordinary resolution number 1.2: Confirmation of appointment and election of Nonhlanhla Mayisela as a director
Shares voted* For Against Abstentions^
990 435 012, being 82.24% 990 375 845, being 99.99% 59 167, being 0.01% 946 571, being 0.08%
Ordinary resolution number 2.1: Re-election of Thavanesan Chetty as a director
Shares voted* For Against Abstentions^
990 435 012, being 82.24% 990 434 912, being 99.99999% 100, being 0.00001% 946 571, being 0.08%
Ordinary resolution number 2.2: Re-election of Susan Melanie Ludolph as a director
Shares voted* For Against Abstentions^
990 435 012, being 82.24% 960 516 412, being 96.98% 29 918 600, being 3.02% 946 571, being 0.08%
Ordinary resolution number 2.3: Re-election of Ian David Vorster as a director
Shares voted* For Against Abstentions^
990 435 012, being 82.24% 960 658 707, being 96.99% 29 776 305, being 3.01% 946 571, being 0.08%
Ordinary resolution number 3.1: Re-election of Susan Melanie Ludolph as a member of the audit committee
Shares voted* For Against Abstentions^
990 435 012, being 82.24% 960 689 054, being 97.00% 29 745 958, being 3.00% 946 571, being 0.08%
Ordinary resolution number 3.2: Re-election of Edwin Oblowitz as a member of the audit committee
Shares voted* For Against Abstentions^
990 435 012, being 82.24% 990 434 912, being 99.99999% 100, being 0.00001% 946 571, being 0.08%
Ordinary resolution number 3.3: Election of Jonathon (Jon) Wade Hillary as a member of the audit committee
Shares voted* For Against Abstentions^
990 435 012, being 82.24% 990 375 845, being 99.99% 59 167, being 0.01% 946 571, being 0.08%
Ordinary resolution number 4: Reappointment of the auditor
Shares voted* For Against Abstentions^
990 416 054, being 82.24% 990 300 211, being 99.99% 115 843, being 0.01% 965 529, being 0.08%
Ordinary resolution number 5: General authority to issue shares for cash
Shares voted* For Against Abstentions^
990 435 012, being 82.24% 723 878 972, being 73.09% 266 556 040, being 26.91% 946 571, being 0.08%
Special resolution number 1: Approval of financial assistance to related or inter-related companies
Shares voted* For Against Abstentions^
990 435 012, being 82.24% 942 726 505, being 95.18% 47 708 507, being 4.82% 946 571, being 0.08%
Special resolution number 2: Approval of the repurchase of shares
Shares voted* For Against Abstentions^
990 435 012, being 82.24% 928 084 997, being 93.70% 62 350 015, being 6.30% 946 571, being 0.08%
Special resolution number 3: Approval of non-executive directors' remuneration
Shares voted* For Against Abstentions^
990 435 012, being 82.24% 973 201 640, being 98.26% 17 233 372, being 1.74% 946 571, being 0.08%
Special resolution number 4: Authorising directors to determine non-executive directors' additional special payments
Shares voted* For Against Abstentions^
990 416 054, being 82.24% 745 885 303, being 75.31% 244 530 751, being 24.69% 965 529, being 0.08%
Ordinary resolution number 6: Authority for directors or the company secretary to implement resolutions
Shares voted* For Against Abstentions^
990 435 012, being 82.24% 990 434 912, being 99.99999% 100, being 0.00001% 946 571, being 0.08%
Non-binding advisory vote number 1: Approval of the remuneration policy
Shares voted* For Against Abstentions^
929 119 191, being 77.15% 753 843 133, being 81.14% 175 276 058, being 18.86% 62 262 392, being 5.17%
Non-binding advisory vote number 2: Approval of the remuneration implementation report
Shares voted* For Against Abstentions^
929 084 126, being 77.15% 721 522 676, being 77.66% 207 561 450, being 22.34% 62 297 457, being 5.17%
* shares voted (excluding abstentions) in relation to the total shares in issue.
^ in relation to total shares in issue.
Change to the function of a director and changes to board sub-committees
Shareholders and noteholders are referred to the announcement published on 24 October 2024, where it was confirmed
that Mr Jan Potgieter would retire from the board with effect from 3 December 2024. As a result, the following change
to the function of a director and changes to the Fortress board sub-committees have been made, effective immediately:
- Herman Bosman has been appointed as lead independent director of Fortress;
- Jon Hillary has been appointed as chairman of the property and investment committee; and
- Herman Bosman has been appointed as a member of the property and investment committee.
3 December 2024
Lead sponsor Debt sponsor and joint equity sponsor
Java Capital Nedbank Corporate and Investment Banking,
(a division of Nedbank Limited)
Date: 03-12-2024 04:50:00
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