SIRIUS REAL ESTATE LIMITED
(Incorporated in Guernsey)
Company Number: 46442
JSE Share Code: SRE
LSE (GBP) Share Code: SRE
LSE (EUR) Share Code: ESRE
LEI: 213800NURUF5W8QSK566
ISIN Code: GG00B1W3VF54
3 August 2020
Sirius Real Estate Limited
("Sirius Real Estate", "Sirius" or the "Company")
Result of Annual General Meeting and changes to the board committees of the Company
Sirius Real Estate, the leading operator of branded business parks providing conventional space and flexible workspace in Germany, announces that at the Annual General Meeting (the "Meeting") held on Friday, 31 July 2020, all resolutions were duly passed.
The total number of shares on the register at 6pm on 21 July 2020, being those eligible to be voted on at the Meeting, was 1,038,369,821.
The result of each resolution is shown below:
| Resolutions proposed at the Meeting |
Votes for resolution as a percentage of total number of shares voted at the Meeting |
Votes against resolution as a percentage of total number of shares voted at the Meeting |
Number of shares voted at the Meeting |
Number of shares voted at the Meeting as a percentage of shares in issue |
Number of shares abstained/ withheld as a percentage of shares in issue |
| Ordinary Resolutions |
|
||||
| 1: To receive and approve the Company's Annual Report to 31 March 2020. |
99.99% |
0.01% |
683,536,903 |
65.83% |
0.56% |
| 2: To elect Caroline Britton as a Director. |
99.99% |
0.01% |
684,158,624 |
65.89% |
0.50% |
| 3: To re-elect Mark Cherry as a Director. |
99.48% |
0.52% |
684,159,115 |
65.89% |
0.50% |
| 4: To elect Kelly Cleveland as a Director. |
99.99% |
0.01% |
684,158,624 |
65.89% |
0.50% |
| 5: To re-elect Andrew Coombs as a Director. |
99.62% |
0.38% |
684,168,635 |
65.89% |
0.50% |
| 6: To re-elect Daniel Kitchen as a Director. |
77.65% |
22.35% |
684,168,634 |
65.89% |
0.50% |
| 7: To re-elect Alistair Marks as a Director. |
99.54% |
0.46% |
684,168,635 |
65.89% |
0.50% |
| 8: To re-elect James Peggie as a Director. |
93.28% |
6.72% |
676,858,278 |
65.18% |
1.21% |
| 9: To re-appoint Ernst & Young LLP as auditors. |
99.98% |
0.02% |
684,178,895 |
65.89% |
0.50% |
| 10: To approve fixing the auditors' remuneration. |
99.99% |
0.01% |
684,155,107 |
65.89% |
0.50% |
| 11: To approve the authorised dividend declared for the six months ended 31 March 2020. |
99.90% |
0.10% |
684,187,015 |
65.89% |
0.50% |
| 12 (non-binding): To approve the Company's Remuneration Policy. |
74.03% |
25.97% |
684,077,318 |
65.88% |
0.51% |
| 13 (non-binding): To approve the Implementation Report on the Company's Remuneration Policy. |
83.81% |
16.19% |
684,077,318 |
65.88% |
0.51% |
| 14: To approve scrip dividend scheme for the financial year ended 31 March 2021. |
99.99% |
0.01% |
684,180,338 |
65.89% |
0.50% |
| 15: To authorise the Directors generally and unconditionally to allot equity securities. |
86.31% |
13.69% |
684,174,338 |
65.89% |
0.50% |
| Special Resolutions |
|
||||
| 16: To authorise the Directors to issue or sell from treasury shares equal to up to five per cent. (5%) of issued share capital as if pre-emption rights did not apply. |
96.73% |
3.27% |
683,980,170 |
65.87% |
0.52% |
| 17: To authorise the Directors to issue or sell from treasury shares equal an additional five per cent. (5%) of issued share capital as if pre-emption rights did not apply solely for acquisitions or other capital investments. |
91.48% |
8.52% |
683,990,845 |
65.87% |
0.52% |
| 18: To authorise the Company to purchase its own ordinary shares. |
99.28% |
0.72% |
683,801,666 |
65.85% |
0.54% |
In accordance with paragraph 4 of Section 1 of the UK Corporate Governance Code (the "UK Code"), the Company notes the votes cast against Resolutions 6 and 12 were greater than 20% of those exercised in total by the Company's shareholders.
The Board has already engaged extensively with shareholders in respect of Resolution 6 and will continue to do so and will provide an update in line with the requirements of the UK Code.
The Board has also consulted extensively in respect of Resolution 12, which was, in line with JSE Listings Requirements, a non-binding annual advisory vote in respect of the Remuneration Policy that was approved by shareholders in 2018. As set out in the Annual Report, it is the Company's intention to propose a new Remuneration Policy at the Annual General Meeting in 2021, which will replace the existing policy. The Company will engage with major shareholders and proxy agencies in respect of the new policy before proposing it for approval by shareholders. In light of this, the Company does not intend to consult further in respect of the existing Remuneration Policy, however in accordance with the JSE Listings Requirements, the Company extends an invitation to shareholders to communicate any concerns they had in respect of the existing policy and these will be taken into account when designing the new policy. Those shareholders wishing to do so are requested to send their concerns in writing to the Company Secretary at cosec@sirius-real-estate.com, by not later than close of business (SAST) on Monday, 10 August 2020.
In accordance with Listing Rule 9.6.2, copies of the resolutions passed as special business will be submitted to the National Storage Mechanism and will shortly be available for inspection.
The full text of the resolutions can be found in the Investor Relations section of the Company website, under 'Reports and documents', and is available for inspection here https://www.sirius-real-estate.com/investors/results-presentations-notices/.
Changes to the board committees of the Company
In accordance with paragraph 3.59 of the JSE Listings Requirements, the Board wishes to advise shareholders of the following changes to the audit committee of the Company ("Audit Committee"), previously announced on 1 June 2020 and as reported in the Annual Report and Accounts 2020, which changes are effective from 31 July 2020:
Caroline Britton has been appointed as the chairperson of the Audit Committee having previously been appointed, together with Kelly Cleveland to the Audit Committee on 1 June 2020. Both Caroline Britton and Kelly Cleveland have also been appointed as members of the Board's nomination, remuneration and sustainability & ethics committees (the "Board Committees") since 1 June 2020.
Justin Atkinson and Jill May stepped down from the Board, as chairman and as member of the Audit Committee respectively and as members of the Board Committees and they no longer hold any Board or committee roles with the Company.
For further information:
| Sirius Real Estate Andrew Coombs, CEO Alistair Marks, CFO |
+49 (0)30 285010110
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| Tavistock (financial PR) Jeremy Carey James Verstringhe |
+44 (0)20 7920 3150 |
LEI: 213800NURUF5W8QSK566
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