By Sebastian Tiller and John Johnston Effective shareholder engagement is a business imperative. Companies that do it well are more likely than others to build investor trust, anticipate investor expectations, protect against activism, and earn support for long-term strategy. This work has never been simple. Yet in 2026, it will grow even more complex, likely making proxy voting outcomes harder to predict and the reasons behind them harder to discern. Driven by four major developments, this new engageme ...

Core Insights - The discussion focused on advising companies on the path to an IPO while emphasizing the importance of a strong governance framework and modern CFO empowerment [1] - The conversation highlighted the need for companies to adapt new technologies to enhance efficiency [1] Company Overview - Gabriel Hasson serves as the Global Head of Governance & Shareholder Advisory at ICR, assisting companies in navigating corporate governance, shareholder engagement, and capital markets strategy [2] - Hasson's team supports shareholder engagement, helping clients build investor trust and respond to activism and M&A situations [2] Experience and Expertise - Hasson has advised on high-stakes shareholder matters including contested director elections, activism defense, and executive compensation across various sectors such as healthcare, technology, and financial services [3] - His previous role as Investment Stewardship Director at BlackRock involved overseeing a portfolio exceeding $400 billion across North America and Latin America [4] Educational Background - Hasson holds multiple degrees including a law degree from Universidad Panamericana and a master's in international public policy from Johns Hopkins SAIS [5] - He is actively involved in public policy committees and advisory boards related to corporate governance [5]

Summary of the Conference Call Company and Industry Involved - **Companies**: MAS (MSP), High Prop (Hyprop), Prime Capital - **Industry**: Real Estate Investment Trusts (REITs), specifically focusing on retail and property development Core Points and Arguments 1. **Management Background**: The management team has extensive experience in real estate and investment banking, with previous roles in companies like RMB and Atterbury, indicating a strong foundation for handling complex transactions [6][12][40] 2. **Dividend Strategy**: High Prop has implemented a policy of paying only cash back dividends, moving away from accounting income that was not realized in cash, which has improved their capital structure [12][18] 3. **Debt Reduction**: High Prop has successfully reduced its consolidated loan-to-value (LTV) ratio from 52% during COVID to 36.3%, and European equity debt from €403 million to €75 million, indicating a strong focus on financial health [12][18] 4. **Acquisition Strategy**: High Prop is looking to acquire a significant stake in MAS as part of its diversification strategy, which aligns with its existing European portfolio [17][18] 5. **Earnings Impact**: Post-transaction, it is expected that approximately 60% of High Prop's earnings will be euro-based, significantly increasing the net asset value attributed to euro-denominated assets [18][41] 6. **Shareholder Engagement**: High Prop aims to improve shareholder engagement and reporting, with plans to resume dividend payments for MAS once liquidity issues are resolved [20][42] 7. **Complexity of DJV**: The joint venture (DJV) agreement with Prime Capital is seen as complex and potentially unfavorable for MAS shareholders, with concerns about governance and financial assistance [38][61] 8. **Voluntary Offer Details**: High Prop's voluntary offer includes a cash price of R24 per share, based on historical trading prices, and aims to provide liquidity for MAS shareholders [25][27] 9. **Risks of Non-Acceptance**: High Prop emphasizes the risks for MAS shareholders if they do not accept the offer, including potential declines in share value and unresolved issues within MAS [34][35] 10. **Management Team Proposal**: High Prop proposes to bring in experienced management from Rockcastle to lead MAS, emphasizing the importance of having a trustworthy management team [21][24] Other Important but Overlooked Content 1. **DJV Agreement Concerns**: There are significant concerns regarding the DJV agreement's structure and its implications for MAS's financial health, with calls for transparency and access to documentation [54][65] 2. **Market Conditions**: The current market conditions and the trading discounts of both MAS and High Prop shares are highlighted, indicating a need for strategic decision-making [25][34] 3. **Potential for Increased Cash Cap**: High Prop may consider increasing the cash cap from R800 million depending on the acceptance levels of the cash offer [27] 4. **Governance Issues**: There are worries about the governance at MAS, particularly regarding the board's consent for the DJV to buy shares, which raises questions about financial prudence [61][62] 5. **Future Strategy**: High Prop is prepared to explore other opportunities if the necessary support for the transaction is not achieved, indicating a strategic flexibility [28][29] This summary encapsulates the key discussions and insights from the conference call, providing a comprehensive overview of the strategic direction and challenges faced by High Prop and MAS.