EMIRA PROPERTY FUND - Results of General Meeting of Emira Participatory Interest Holders

Results of General Meeting of Emira Participatory Interest Holders

Emira Property Fund
(A property fund created under the Emira Property Scheme, registered in terms of the Collective Investment Schemes Control Act 45 of 2002)
(Approved as a REIT by the JSE)
Share code: EMI
ISIN: ZAE00050712
("Emira" or "the Fund")

RESULTS OF GENERAL MEETING OF EMIRA PARTICIPATORY INTEREST ("PI") HOLDERS

1.   Introduction

     Emira PI holders are referred to the announcement released on the Stock Exchange News Service of
     the JSE Limited ("JSE") and the circular posted to Emira PI holders dated 08 April 2015, in which,
     inter alia, Emira PI holders were advised of the establishment of Emira as an internally managed
     corporate Real Estate Investment Trust ("REIT") ("the Transaction"). The Transaction shall be
     effected in accordance with the provisions of Financial Services Board Notice 42 of 2014 issued by
     the Registrar of Collective Investment Schemes setting out the procedure to be followed for (i) the
     conversion of a collective investment scheme in properties ("CISP") to a listed corporate REIT
     governed by the Companies Act, 71 of 2008 and the Listings Requirements of the JSE and (ii) the
     subsequent winding up of the CISP.

     In terms of the Transaction, Emira will effectively convert into a company, becoming a corporate
     REIT in the form of Emira Property Fund Limited ("New Emira"). The Transaction will be
     implemented with effect from 1 July 2015 and will be effected by the disposal by Emira of all of its
     assets to New Emira in consideration for (i) the assumption by New Emira of all of Emira"s liabilities,
     including its obligations under and relating to the domestic medium term notes programme and of
     all rights, duties and obligations of Emira under its swap agreements (by novation) and (ii) the issuing
     of the shares in New Emira, directly to Emira PI holders on behalf of Emira, in the ratio of one New
     Emira share for every one Emira PI held.


2.   Results of the general meeting

     Emira PI holders are advised that, at the general meeting of Emira PI holders held on Friday,
     08 May 2015 ("General Meeting"), the requisite majority of Emira PI holders passed the resolution
     as set out in the notice of General Meeting.

     Emira PIs voted in relation to the total issued PI capital:

                                                                             PIs voted as a percentage of the total
      Number of PIs voted                   Total issued PI capital                               issued PI capital
      300,594,762                                      510,550,584                                           58.88%
                                   
                                      Votes carried disclosed as a percentage in                      PIs abstained                 
                                 relation to the total number of PIs voted at the                    disclosed as a
      Resolutions                                    meeting                                      percentage of the
                                                         For            Against             total issued PI capital
      Resolution Number 1 –
      Approval of                                     99.88%              0.00%                               0.07%
      Transaction


3.   Outstanding condition precedent

     The transaction is to be effected pursuant to an amalgamation agreement ("Amalgamation
     Agreement") and is subject to the fulfilment of certain conditions precedent. Subject to the approval
     of the Transaction at the General Meeting, all other conditions precedent have been fulfilled, save
     for the condition precedent requiring the South African Revenue Services ("SARS") to issue a
     favourable ruling to New Emira regarding the deductibility of qualifying distributions to be made by
     New Emira in terms of the Income Tax Act, 58 of 1962 ("Ruling Condition Precedent"). The ruling
     application was made to SARS for good order and at the date hereof, Emira has no reason to believe
     that such a favourable ruling will not be granted in the near future.

     The date for the fulfilment of the Ruling Condition Precedent has been extended by agreement
     between the parties to the Amalgamation Agreement to 12 June 2015.

Bryanston
08 May 2015

Corporate advisor and sponsor                         Legal and Tax advisor
RAND MERCHANT BANK (A division of FirstRand           Edward Nathan Sonnenbergs Inc.
Bank Limited)

Competition advisor                                   Independent reporting accountants and auditors
DLA Cliffe Dekker Hofmeyr Inc.                        PricewaterhouseCoopers Advisory Services

Date: 08/05/2015 03:49:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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