ATTACQ LIMITED - Notification in terms of Section 45(5) of the Companies Act 71 of 2008

Notification in terms of Section 45(5) of the Companies Act 71 of 2008

ATTACQ LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/000543/06)
JSE share code: ATT  ISIN: ZAE000177218
(“Attacq” or “the Company”)


NOTIFICATION IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT 71 OF 2008


Notice is hereby given that, in terms of the provisions of section 45(5) of the Companies Act 71 of 2008 (“the
Companies Act”), and pursuant to the special resolution passed at the annual general meeting of the Company held on
19 January 2015 authorising the board of directors of the company (the “board”) to provide financial assistance to
current and future subsidiaries and to current and future associated companies of the Company, the board adopted a
resolution on 17 July 2015 to provide financial assistance in terms of section 45 of the Companies Act on the
following basis:

      -   Attacq has granted financial assistance by way of a loan to AIH International Limited (“AIH”), a wholly-
          owned subsidiary of Attacq, in an amount of €46 604 668 for the purposes of investing in Atterbury Cyprus
          Limited (an associate of AIH) (“Atterbury Cyprus”) in order to enable Atterbury Cyprus to purchase two
          shopping centres in Nicosia, Cyprus (“the transaction”).

          Attacq secured a 48.75% stake in the landmark Shacolas Emporium Park and The Mall of Engomi. The
          deals were secured together with Atterbury Europe which hold the remaining share. The 55,600m²
          Shacolas Emporium Park is in the heart of Nicosia and comprises the 27,000m² Mall of Cyprus, a 20,000m²
          Ikea store and two smaller buildings. It attracts over 5 million shoppers and visitors annually. The Mall of
          Engomi is a 18,000m² retail centre located in the west of Nicosa and attracts more than 1.5 million visitors
          annually. Both centres have been identified for expansion, with the retail market in Cyprus primed for
          growth.

      -   Attacq has granted further financial assistance by binding itself as guarantor and co-principal debtor in
          favour of Ermes Department Stores PLC (“Ermes”) in connection with the share purchase agreement
          entered into between Atterbury Cyprus and Ermes for the payment of a portion of the purchase price of the
          transaction in an amount of €7 300 000.

In accordance with section 45(3)(b) of the Companies Act, the board is satisfied and acknowledges, in respect of the
financial assistance granted to AIH and Atterbury Cyprus, that:

     (i) immediately after providing the financial assistance, Attacq would satisfy the solvency and liquidity test as
         provided for in section 4 of the Companies Act; and

     (ii) the terms under which the financial assistance is to be given are fair and reasonable to Attacq.

The transaction is not categorisable for Attacq in terms of the JSE Listings Requirements. Accordingly, the transaction
is not subject to approval by Attacq shareholders.


30 July 2015


Sponsor
Java Capital

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