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Results of annual general meeting
NEPI ROCKCASTLE N.V.
Incorporated in the Netherlands
Registration number 87488329
Share code: NRP
ISIN: NL0015000RT3
("NEPI Rockcastle" or the "Company")
RESULTS OF ANNUAL GENERAL MEETING
Shareholders are advised that at the annual general meeting ("AGM") of NEPI Rockcastle held on Tuesday,
14 May 2024 (in terms of the notice of AGM published on 2 April 2024) all the resolutions tabled thereat were passed
by the requisite majority of NEPI Rockcastle shareholders.
Details of the results of voting at the AGM are as follows:
- total number of NEPI Rockcastle shares in issue as at the last day to trade prior to the AGM: 660 826 020
- total number of NEPI Rockcastle shares that could have been voted at the AGM: 660 826 020
- total number of NEPI Rockcastle shares that were present/represented at the AGM: 529 461 910, being 80.12%
of the total number of NEPI Rockcastle shares that could have been voted at the AGM.
ORDINARY BUSINESS
Resolution 1 – Adoption of 2023 annual accounts
Shares voted* For Against Abstentions^
528 407 248, being 79.96% 528 407 248, being 100.00% - 1 054 662, being 0.16%
Resolution 2 – Release from liability
Shares voted* For Against Abstentions^
528 296 000, being 79.94% 513 980 190, being 97.29% 14 315 810, being 2.71% 1 165 910, being 0.18%
Resolution 3.1 – Re-election of Andreas Klingen (Independent Non-Executive Director)
Shares voted* For Against Abstentions^
528 545 187, being 79.98% 511 145 270, being 96.71% 17 399 917, being 3.29% 916 723, being 0.14%
Resolution 3.2 – Re-election of Andries de Lange (Independent Non-Executive Director)
Shares voted* For Against Abstentions^
528 545 187, being 79.98% 513 168 052, being 97.09% 15 377 135, being 2.91% 916 723, being 0.14%
Resolution 3.3 – Re-election of Steven Brown (Non-Independent Non-Executive Director)
Shares voted* For Against Abstentions^
528 545 187, being 79.98% 512 448 506, being 96.95% 16 096 681, being 3.05% 916 723, being 0.14%
Resolution 3.4 – Re-election of Eliza Predoiu (Chief Financial Officer)
Shares voted* For Against Abstentions^
528 545 187, being 79.98% 528 041 141, being 99.90% 504 046, being 0.10% 916 723, being 0.14%
Resolution 4 – Appointment of New Independent Non-Executive Director – election of Jeanine Holscher
Shares voted* For Against Abstentions^
528 545 687, being 79.98% 527 929 204, being 99.88% 616 483, being 0.12% 916 223, being 0.14%
Resolution 5 – Authorising Directors to determine Non-Executive Directors' remuneration
Shares voted* For Against Abstentions^
528 532 343, being 79.98% 525 176 564, being 99.37% 3 355 779, being 0.63% 929 567, being 0.14%
Resolution 6 - Re-appointment of Ernst and Young Accountants LLP as the Auditor
Shares voted* For Against Abstentions^
528 545 687, being 79.98% 528 244 484, being 99.94% 301 203, being 0.06% 916 223, being 0.14%
SPECIAL BUSINESS
Resolution 7 – General authority to issue shares for cash
Shares voted* For Against Abstentions^
528 538 101, being 79.98% 507 394 947, being 96.00% 21 143 154, being 4.00% 923 809, being 0.14%
Resolution 8 – General authority to repurchase shares
Shares voted* For Against Abstentions^
528 512 040, being 79.98% 515 492 192, being 97.54% 13 019 848, being 2.46% 949 870, being 0.14%
Resolution 9 – Authority to cancel repurchased shares
Shares voted* For Against Abstentions^
528 545 687, being 79.98% 528 545 120, being 99.99% 567, being 0.01% 916 223, being 0.14%
Non-binding resolution 10 – Approval of Remuneration Implementation Report
Shares voted* For Against Abstentions^
528 538 451, being 79.98% 514 367 522, being 97.32% 14 170 929, being 2.68% 923 459, being 0.14%
Non-binding resolution 11 – Approval of Remuneration Policy
Shares voted* For Against Abstentions^
527 253 337, being 79.79% 467 295 341, being 88.63% 59 957 996, being 11.37% 2 208 573, being 0.33%
Resolution 12(a) – Amendments to the Articles of Association in order to facilitate settlement of H1 2024
distribution by capital repayment
Shares voted* For Against Abstentions^
528 545 687, being 79.98% 528 545 337, being 99.99 350, being 0.01% 916 223, being 0.14%
Resolution 12(b) – Amendments to the Articles of Association in order to facilitate settlement of H2 2024
distribution by capital repayment
Shares voted* For Against Abstentions^
528 545 687, being 79.98% 528 545 337, being 99.99% 350, being 0.01% 916 223, being 0.14%
* shares voted (excluding abstentions) in relation to total shares in issue
^ in relation to total shares in issue
In accordance with Dutch law, draft minutes of the AGM are available on the Company's website at
https://nepirockcastle.com/wp-content/uploads/2024/05/NEPI-Rockcastle-AGM-minutes.pdf
For further information please contact:
NEPI ROCKCASTLE N.V.
Rudiger Dany/Eliza Predoiu +31 20 237 4770
JSE sponsor
Java Capital +27 11 722 3050
Euronext Listing Agent
ING Bank +31 20 563 6685
Media Relations mediarelations@nepirockcastle.com
15 May 2024
Date: 15-05-2024 10:30:00
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