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EPP N.V. - Results of annual general meeting

12 June 2019 - 16:30 PM
EPP
Results of annual general meeting

EPP N.V.
(Incorporated in The Netherlands)
(Company number 64965945)
JSE share code: EPP
ISIN: NL0011983374
LEI Code: 7245003P7O9N5BN8C098
("EPP")


RESULTS OF ANNUAL GENERAL MEETING


Shareholders are advised that at the annual general meeting of shareholders held on Tuesday, 11 June 2019 (in terms of
the notice dispatched on 30 April 2019) all of the resolutions tabled thereat were passed by the requisite majority of EPP
shareholders.

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

    -   total number of EPP shares in issue as at the date of the annual general meeting: 907 946 792;
    -   total number of EPP shares that were present/represented at the annual general meeting: 742 667 792 being
        89.48% of the total number of EPP shares that could have been voted at the annual general meeting.

Agenda Item 4. Adoption of annual accounts for the financial year 2018

Shares voted*                 For                             Against                       Abstentions^#
549 002 661, being 60.47%     549 000 661, being 100.00%      2 000, being 0.00%            193 665 131, being 21.33%

Agenda Item 7. Discharge of the members of the board

Shares voted*                 For                             Against                       Abstentions^#
549 002 661, being 60.47%     536 238 259, being 97.67%       12 764 402, being 2.33%       193 665 131, being 21.33%

Agenda Item 8(a). Reappointment of Mr J Baginski as executive director of the board

Shares voted*                 For                             Against                       Abstentions^#
549 619 610, being 60.53%     548 490 873, being 99.79%       1 128 737, being 0.21%        193 048 182, being 21.26%

Agenda Item 8(b). Aappointment of Mr R Weisz as non-executive director of the board

Shares voted*                 For                             Against                       Abstentions^#
549 619 610, being 60.53%     538 139 835, being 97.91%       11 479 775, being 2.09%       193 048 182, being 21.26%

Agenda Item 8(c). Reappointment of Mr P Prinsloo as non-executive director of the board

Shares voted*                 For                             Against                       Abstentions^#
549 616 276, being 60.53%     548 439 539, being 99.79%       1 176 737, being 0.21%        193 051 516, being 21.26%

Agenda Item 8(d). Appointment of Mr T de Groot as non-executive director of the board

Shares voted*                 For                             Against                       Abstentions^#
549 619 610, being 60.53%     549 242 861, being 99.93%       376 749, being 0.07%          193 048 182, being 21.26%

Agenda Item 8(e). Appointment of Mr J Templeton as non-executive director of the board

Shares voted*                 For                             Against                       Abstentions^#
549 619 610, being 60.53%     548 490 873, being 99.79%       1 128 737, being 0.21%        193 048 182, being 21.26%

Agenda Item 8(f). Determine number of directors of on the board

Shares voted*                 For                             Against                       Abstentions^#
549 619 610, being 60.53%     549 617 610, being 100.00%      2 000, being 0.00%            193 048 182, being 21.26%

Agenda Item 9. Establish the remuneration of the non-executive directors

Shares voted*                 For                             Against                       Abstentions^#
549 619 610, being 60.53%     528 362 086, being 96.13%       21 257 524, being 3.87%       193 048 182, being 21.26%

Agenda Item 10(a). Authorisation of board to issue ordinary shares and/or grant rights to subscribe for ordinary shares

Shares voted*                 For                             Against                       Abstentions^#
549 619 610, being 60.53%     440 541 038, being 80.15%       109 078 572, being 19.85%     193 048 182, being 21.26%

Agenda Item 10(b). Authorisation of board to issue ordinary shares and/or grant rights to subscribe for ordinary shares for
cash

Shares voted*                 For                             Against                       Abstentions^#
549 619 610, being 60.53%     486 337 480, being 88.49%       63 282 130, being 11.51%      193 048 182, being 21.26%

Agenda Item 11. Authorisation of board to limit or exclude pre-emption rights

Shares voted*                 For                             Against                       Abstentions^#
549 619 610, being 60.53%     516 385 713, being 93.95%       33 233 897, being 6.05%       193 048 182, being 21.26%

Agenda Item 12. Authorisation of board to acquire shares

Shares voted*                 For                             Against                       Abstentions^#
508 299 848, being 55.98%     480 583 848, being 94.55%       27 716 000, being 5.45%       234 367 944, being 25.81%

Agenda Item 13. Non-binding advisory vote on the remuneration policy for the board

Shares voted*                 For                             Against                       Abstentions^#
549 619 610, being 60.53%     420 725 642, being 76.55%       128 893 968, being 23.45%     193 048 182, being 21.26%

Agenda Item 14. Non-binding advisory vote on the remuneration implementation report for the financial year 2018

Shares voted*                 For                             Against                       Abstentions^#
508 299 848, being 55.98%     381 556 591, being 75.07%       126 743 257, being 24.93%     234 367 944, being 25.81%

Agenda Item 15. Appointment of external auditor for the financial year 2019

Shares voted*                 For                             Against                       Abstentions^#
549 619 610, being 60.53%     549 155 204, being 99.92%       464 406, being 0.08%          193 048 182, being 21.26%
* shares voted (excluding abstentions) in relation to total shares in issue
^ in relation to total shares is issue

In respect of the non-binding advisory vote on the remuneration implementation report whilst 75.05% of shareholders
voted in favour of the non-binding advisory vote, EPP nevertheless intends to commence an engagement process with the
dissenting shareholders to ascertain their concerns on the remuneration implementation report.

EPP extends an invitation to all shareholders, who have not yet engaged with the company and who have concerns on the
remuneration implementation report or to the extent applicable, the remuneration policy, to address their concerns to the
chairperson of the nomination and remuneration committee ("RemCo"), Andrea Steer or to the chairperson of the board,
Robert Weisz by 31 July 2019 by using the RemCo e-mail address: RemCo@epp-poland.com.
EPP will consider all concerns and take steps to address legitimate and reasonable objections and concerns.

# Shareholders are referred to the announcement released on SENS and on the LuxSE on 10 June 2019 in which they
  were advised that a voting limitation deed, restricting the voting rights exercised Redefine Properties Limited
  ("Redefine") to 40% of the aggregate votes exercised either in favour or against any resolution, with excess votes
  exercised by Redefine being reflected as abstentions in relation to the resolution being voted on.

12 June 2019 

JSE sponsor
Java Capital

Luxembourg Stock Exchange Listing Agent
Harneys Luxembourg


For more information:

Curwin Rittles, Investor Relations, EPP
Mobile: +48 885 982 310
Curwin.rittles@epp-poland.com

Java Capital, JSE Sponsor
Phone: +27 11 722 3050

Harneys Luxembourg, Luxembourg Stock Exchange Listing Agent
Phone: +352 27 86 71 02

Singular Systems IR, Investor Relations South Africa
Michele Mackey / Jacques de Bie
+27 (0)10 003 0700 / +27 (0)82 497 9827
michele@singular.co.za / Jdebie@singular.co.za

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