07 Sep - 5 min read

Results of general meeting

Results of general meeting

FAIRVEST PROPERTY HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/005011/06)
JSE share code: FVT ISIN: ZAE 000203808
(Approved as a REIT by the JSE Limited)
("Fairvest" or "the Company")


RESULTS OF GENERAL MEETING


Shareholders are referred to the announcement and to the circular to Fairvest shareholders both published on 10 August
2021 relating to (i) the acquisition by Fairvest of 507 778 681 B ordinary shares ("AHB shares") in Arrowhead
Properties Limited ("Arrowhead") in consideration for the issue of 939 390 559 Fairvest shares in terms of the share
swap agreements and approval to acquire further AHB shares and Arrowhead A ordinary shares thereafter pursuant to
acceptances, if any, of any mandatory offer and comparable offer triggered by implementation of this acquisition; (ii)
the conclusion of a share swap agreement with Vukile Property Fund Limited ("Vukile") (collectively, the
"transaction"); and (iii) the conclusion of the share purchase agreement to give effect to the internalisation of Fairvest’s
asset management function ("Fairvest Manco internalisation"), or in the alternative, the renewal of the asset
management agreement.

Shareholders are advised that at the general meeting of Fairvest shareholders held on Tuesday, 7 September 2021, all
the resolutions required to be passed by Fairvest shareholders in order to authorise and approve the transaction and the
Fairvest Manco internalisation were passed by the requisite majority of shareholders.

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

    -     total number of Fairvest shares that could have been voted at the general meeting: 1 027 332 675;
    -     total number of Fairvest shares that were present/represented at the general meeting: 936 052 672, being
          91.11% of the total number of Fairvest shares that could have been voted at the general meeting;
    -     total number of Fairvest shares that could have been voted at the general meeting in respect of ordinary
          resolution number 2: 756 937 863;
    -     total number of Fairvest shares that could have been voted at the general meeting in respect of ordinary
          resolution numbers 3 and 4: 988 709 414;
    -     total number of Fairvest shares that were present/represented at the general meeting in respect of ordinary
          resolution number 2: 665 657 860, being 87.94% of the total number of shares that could have been voted at
          the general meeting in respect of ordinary resolution number 2;
    -     total number of Fairvest shares that were present/represented at the general meeting in respect of ordinary
          resolution numbers 3 and 4: 908 498 001, being 91.89% of the total number of shares that could have been
          voted at the general meeting in respect of ordinary resolution numbers 3 and 4.


 Special resolution number 1: Amendments to the Company’s memorandum of incorporation and increase in the
 authorised share capital of the Company

 Shares voted*                    For                               Against                         Abstentions^
 936 010 885, being 91.11%        830 396 968, being 88.72%         105 613 917, being 11.28%       41 787, being 0.004%
                                                                                                    
 Special resolution number 2: Authority to issue shares in excess of 30% of the current issued share capital of the
 Company

 Shares voted*                    For                               Against                         Abstentions^
 936 010 885, being 91.11%        830 396 968, being 88.72%         105 613 917, being 11.28%       41 787, being 0.004%
                                                                                                    
 Ordinary resolution number 1: Approval of the transaction

 Shares voted*                    For                               Against                         Abstentions^
 935 954 113, being 91.11%        830 396 968, being 88.72%         105 557 145, being 11.28%       98 559, being 0.01%

 Ordinary resolution number 2: Acquisition of AHB shares from Vukile

 Shares voted*                    For                               Against                         Abstentions^
 665 616 073, being 64.79%        560 044 444, being 84.14%         105 571 629, being 15.86%       41 787, being 0.004%
                                                                                                  
 #The voting rights exercisable by Vukile and its associates in respect of 270 394 812 shares were excluded in
 determining the number of votes in support of ordinary resolution number 2.

 Ordinary resolution number 3: Conclusion of the share purchase agreement in order to give effect to the Fairvest
 Manco internalisation

 Shares voted*                    For                               Against                         Abstentions^
 903 528 888, being 87.95%        797 957 259, being 88.32%         105 571 629, being 11.68%       4 969 113, being 0.48%
                                                                                                 
 #The voting rights exercisable by Darren Wilder, Adam Marcus and Jacques du Toit and their associates in respect
 of 38 623 261 shares were excluded in determining the number of votes in support of ordinary resolution number 3.

 Ordinary resolution number 4: Renewal of the asset management agreement

 Withdrawn

 As ordinary resolution number 3 in respect of the Fairvest Manco internalisation was passed by the requisite majority
 of shareholders, ordinary resolution number 4 in respect of the renewal of the asset management agreement was
 accordingly withdrawn.

 Ordinary resolution number 5: Authority to give effect to resolutions

 Shares voted*                    For                               Against                         Abstentions^
 935 954 113, being 91.11%        830 396 968, being 88.72%         105 557 145, being 11.28%       98 559, being 0.01%
* shares voted (excluding abstentions) in relation to total shares in issue
^ in relation to total shares in issue

The transaction remains subject to the receipt of the requisite approval from the Competition Authorities. In addition, a
single-step merger is a possible alternative to implementation of the acquisition of AHB shares as approved by ordinary
resolution numbers 1 and 2, subject to agreement with Arrowhead and the requisite shareholder agreements and
approvals.

Shareholders are further advised that the approval of ordinary resolution number 3 makes the Fairvest Manco
internalisation unconditional and it will be implemented accordingly.

7 September 2021


Corporate advisor and transaction sponsor to Fairvest
Java Capital

Sponsor to Fairvest
PSG Capital

Legal advisor to Fairvest 
Werksmans

Date: 07-09-2021 04:42:00
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