ORION REAL ESTATE LIMITED - Results of Scheme Meeting

Results of Scheme Meeting

ORION REAL ESTATE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1997/021085/06)
Share Code: ORE ISIN: ZAE000201695
("Orion" or “the Company”)

RESULTS OF SCHEME MEETING

1. Introduction
   Shareholders are advised that, at the Scheme Meeting held on Wednesday,
   13 November 2019, the special and ordinary resolution set out in the Notice of
   Scheme Meeting (which was dispatched to shareholders together with the circular
   dated Wednesday, 16 October 2019 (“Circular”)), were passed by the requisite
   eligible majority shareholders (as described in the Notice of Scheme Meeting).
   Words and expressions in this announcement shall have the same meaning as
   assigned to them in the Circular.

2. Results of Scheme Meeting
   Details of the results of the voting at the Scheme Meeting are set out below:

    Total number of Shares in issue                                          642 529 257
    Total number of Shares eligible to vote, i.e.                             49 516 243
    excluding 593 013 014 Shares held in
    aggregate by the Controlling Shareholder
    and its associates (being F Gmeiner, AC
    Gmeiner, and the children of F Gmeiner
    and AC Gmeiner)
    Total number of Shares present or               39 992 022, being 6.22% of the total
    represented at the Scheme Meeting in               issued share capital of Orion and
    person or by proxy                                80.77% of the total voteable share
                                                                        capital of Orion

   The following table reflects the resolutions proposed at the Scheme Meeting as
   well as the voting results in respect of each of the resolutions proposed:

                                                                    Shares
                                     Total           Shares          voted        Shares
                                 number of        voted for        against     abstained
    Resolution proposed       Shares voted      (% of total    (% of total   (% of total
                                (excluding           Shares         Shares      voteable
                               abstentions)           voted)         voted)       Shares)
    Special Resolution 1        39 992 022       36 053 363      3 938 659             -
    Implementation of                             (90.15%)        (9.85%)
    the Scheme
    Ordinary Resolution 1       39 992 022       36 053 363      3 938 659             -
    Authorising resolution                        (90.15%)        (9.85%)

3. Conditions Precedent and remaining salient dates and times
   Shareholders will be advised once all the Conditions Precedent as set out in the
   Circular have been fulfilled. A finalisation announcement will be made in
   accordance with the indicative dates and times as detailed in the Circular.

4. Shareholders are reminded that, as stated in the Circular:
   4.1 a Scheme Participant may, for a period of 6 (six) months from the date of the
        Delisting, purchase his/her Shares back from the Offeror at the price at which
        such shares were acquired by the Offeror in terms of the Scheme, without
        interest; and
   4.2 the Board may consider a listing of the Shares on another licensed stock
        exchange in due course in pursuit of Orion reacquiring its REIT status.
        Shareholders are advised to access the Company’s website at
        https://www.oriongroup.co.za/orion-real-estate/ post the Delisting for further
        information in this regard.


Johannesburg
13 November 2019

Sponsor
Arbor Capital Sponsors Proprietary Limited

Date: 13/11/2019 01:45:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.