FAIRVEST 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

Fairvest Limited
(Incorporated in the Republic of South Africa)
(Registration number 2007/032604/06)
JSE share code: FTA ISIN: ZAE000304788
JSE share code: FTB ISIN: ZAE000304796
LEI: 378900E93AFC4D1CAD45
(Granted REIT status with the JSE)
("Fairvest" 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)(a) of the Companies Act 71 of 2008
(as amended) ("the Companies Act") and pursuant to the special resolution passed at the annual general
meeting of the company held on 28 February 2022, authorising the board of directors ("the Board") to provide
direct and indirect financial assistance to related or inter-related companies, the Board has adopted a resolution
authorising the Company, as guarantor, to conclude an amendment to the existing loan facility agreement in
the amount of R128 million ("Facility Agreement") between Arrowgem Limited ("Arrowgem"), a
subsidiary of Fairvest, and Investec Bank Limited ("Investec") and to enter into a guarantee and indemnity
agreement with Investec in terms of which Fairvest will guarantee Arrowgem's indebtedness to Investec
arising from the Facility Agreement.

The financial assistance provided in terms of the guarantee and indemnity agreement is greater than 1% of
Fairvest's net worth as at the date of the Board approval. Prior to authorising the aforementioned financial
assistance, the Board considered and satisfied itself, in terms of section 45 of the Companies Act, that (i)
immediately after providing the financial assistance, the Company would satisfy the solvency and liquidity
test as contemplated in section 4 of the Companies Act, (ii) there has been due compliance with the Company's
memorandum of incorporation, and (iii) the terms of the financial assistance are fair and reasonable to the
Company.

2 February 2023


Sponsor
Java Capital
Date: 02-02-2023 10:50:00
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