EQUITES PROPERTY FUND LIMITED - Proposed modification of certain resolutions proposed for adoption at the annual general meeting of the company

Proposed modification of certain resolutions proposed for adoption at the annual general meeting of the company

EQUITES PROPERTY FUND LIMITED
(formerly VB Transport (Proprietary) Limited)
(Incorporated in the Republic of South Africa)
(Registration number 2013/080877/06)
JSE share code: EQU   ISIN: ZAE000188843
(Approved as a REIT by the JSE)
(“Equites” or “the Company”)


PROPOSED MODIFICATION OF CERTAIN RESOLUTIONS PROPOSED FOR ADOPTION AT THE ANNUAL GENERAL MEETING OF THE COMPANY


Shareholders are advised that following feedback from institutional shareholders in respect of the resolutions
proposed for adoption at the annual general meeting of the Company to be held at DLA Cliffe Dekker Hofmeyr, 5th
Floor, 11 Buitengracht Street, Cape Town on Tuesday, 21 July 2015 at 10:00, the Company has decided to limit the
scope of authority granted to the board of directors by proposing the following modifications at the annual general
meeting:

      In respect of Ordinary Resolution Number 11, granting a general authority to the board of directors to issue
      shares for cash, the following modification will be proposed at the annual general meeting:

      -     to reduce the maximum discount permitted at which the shares may be issued from 10% to 5% of the
            weighted average traded price of those shares over the 30 business days prior to the date that the price
            of the issue is determined or agreed by the Company and the party/ies subscribing for the shares,
            adjusted for a dividend where the ex-date in respect of the dividend occurs during the 30 days in
            question.

      In respect of Ordinary Resolution Number 12, placing all the authorised but unissued shares of the Company
      under the control of the board of directors, the following modifications will be proposed at the annual general
      meeting:

      -     to limit the number of shares which may be allotted, issued or disposed of under control of the board to
            11 441 025 shares, being 10% of the issued share capital as at the date of the notice of annual general
            meeting, less any shares issued under the general authority granted to the board of directors to issue
            shares for cash under Ordinary Resolution Number 11; and
      -     to provide that the maximum discount at which such shares may be allotted, issued or disposed of be
            limited to 5% of the weighted average traded price on the JSE of those shares over the 30 business days
            prior to the date that the price of the issue is determined or agreed by the Company and the party/ies
            subscribing for the shares, adjusted for a dividend where the ex-date in respect of the dividend occurs
            during the 30 days in question.

As a result of the proposed changes, the amended Ordinary Resolutions 11 and 12 will read as follows:

Ordinary resolution number 11

General authority to issue shares for cash

“Resolved that the directors of the Company be and are hereby authorised, by way of a general authority, to allot and
issue shares in the capital of the Company for cash subject to the limitations as set out in the Company’s MOI and
the Act, from time to time on the following basis:

  -   the shares which are the subject of the issue for cash must be of a class already in issue, or where this is not the
      case, must be limited to such shares or rights that are convertible into a class of shares already in issue;

  -   there will be no restrictions in regard to the persons to whom the shares may be issued, provided that such
      shares are to be issued to public shareholders (as defined by the JSE Listings Requirements) and not to related
      parties (as defined by the JSE Listings Requirements);
                                                                                                                     

  -   the total aggregate number of shares which may be issued for cash in terms of this authority may not exceed
      11 441 025 shares, being 10% of the issued share capital as at the date of this notice of annual general
      meeting;

  -   in the event of a sub-division or consolidation of shares prior to this authority lapsing, the existing authority
      shall be adjusted accordingly to represent the same allocation ratio

  -   the maximum discount at which the shares may be issued is 5% (five percent) of the weighted average traded
      price of those shares over the 30 (thirty) business days prior to the date that the price of the issue is determined
      or agreed by the Company and the party/ies subscribing for the shares adjusted for a dividend where the ex-
      date in respect of the dividend occurs during the 30 days in question. The JSE should be consulted for a ruling
      if the Company’s securities have not traded in such 30 (thirty) business day period;

  -   this authority shall not endure beyond the earlier of the next annual general meeting of the Company or
      beyond 15 (fifteen) months from the date of the date of this resolution, whichever is shorter; and

  -   upon any issue of ordinary shares which, together with prior issues of ordinary shares within the period that
      this authority is valid, constitute 5% (five percent) or more of the total number of ordinary shares in issue prior
      to that issue, the Company shall publish an announcement in terms of section 11.22 of the JSE Listings
      Requirements, giving full details hereof, including (i) the number of ordinary shares issued, (ii) the average
      discount to the weighted average traded price of the ordinary shares over the 30 business days prior to the date
      that the issue is agreed in writing between the Company and the party/ies subscribing for the shares; and (iii)
      written explanation, including supporting documentation (if any) of the intended use of the funds.”

Ordinary resolution number 12

Unissued shares under control of directors

“Resolved that, subject to the provisions of the Act and the JSE Listings Requirements, all of the authorised but
unissued shares of the Company be and are hereby placed under the control of the directors of the Company, which
directors are authorised to allot and issue any such shares at such time or times, to such person or persons, company
or companies and upon such terms and conditions as they may determine, such authority to remain in force until
amended or revoked by the Company’s shareholders in an annual general meeting, provided that:

  -   the number of shares issued hereunder in aggregate in any one financial year will not exceed 11 441 025
      shares, which represents 10% of the issued share capital as at the date of this notice of annual general meeting,
      less any shares issued under the general authority granted to the board of directors to issue shares for cash
      under Ordinary Resolution Number 11; and

  -   the maximum discount at which the shares may be issued in terms of this authority is 5% of the weighted
      average traded price of such shares measured over the 30 business days prior to the date that the price is
      agreed between the Company and the party subscribing for the shares, adjusted for a dividend where the ex-
      date in respect of the dividend occurs during the 30 day period in question.

For the avoidance of doubt, please note that the 11 441 025 shares, being 10% of the issued share capital refers to the
maximum number of shares that may issued under the general authority granted to the board of directors to issue
shares for cash under Ordinary Resolution Number 11 and the maximum number of unissued shares placed under the
control of directors under Ordinary Resolution Number 12, such that the total cumulative number of shares that may
be issued does not exceed 10% of the issued share capital of the Company.

An amended notice of annual general meeting containing the proposed modifications can be found on the company’s
website, www.equites.co.za.

9 July 2015


Sponsor
Java Capital
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