DIPULA INCOME FUND LIMITED - Repurchase and delisting of appraisal rights shares

Repurchase and delisting of appraisal rights shares

DIPULA INCOME FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2005/013963/06)
JSE share code: DIB     ISIN: ZAE000203394
(Approved as a REIT by the JSE)
("Dipula" or "the Company")


REPURCHASE AND DELISTING OF APPRAISAL RIGHTS SHARES


Shareholders are referred to the circular to Dipula shareholders (the "Scheme Circular") published on 8 March 2022
relating to the scheme of arrangement in terms of section 114 of the Companies Act, No. 71 of 2008 (the "Companies
Act") between Dipula and Dipula A shareholders, in which Dipula made an offer to repurchase all of the Dipula A shares
held by scheme participants, in consideration for the issue of 2.4 Dipula B shares for every Dipula A share (the
"Scheme"). The Scheme was implemented on Monday, 6 June 2022. Capitalised terms in this announcement bear the
same meaning as in the Scheme Circular.

As detailed in the Scheme Circular, DIA and DIB Shareholders who were entitled to vote on the Scheme Resolution and
who objected to, and voted against, the adoption of the Scheme Resolution were afforded the right, in terms of and
subject to compliance with section 164 of the Companies Act, to demand that the Company pay them the fair value for
all DIA and DIB Shares held by such Shareholders (the "Appraisal Rights").

Pursuant to the Scheme, a Dissenting Shareholder, Breede Coalitions Proprietary Limited ("Breede Coalitions"),
holding in aggregate 1 715 000 DIA Shares and 2 000 000 DIB Shares (the "Relevant Shares") notified Dipula of its
intention to exercise its Appraisal Rights and demanded that the Relevant Shares be acquired by the Company for cash
at fair value in terms of section 164(5) to (8) of the Companies Act.

Shareholders are advised that Dipula and Breede Coalitions have concluded a settlement agreement in terms of which
Breede Coalitions agreed to withdraw its court application and transfer the Relevant Shares to Dipula for an all-inclusive
amount of R34 million (the "Settlement Amount"). Payment of the Settlement Amount was in full and final settlement
of all claims Breede Coalitions may have had against Dipula in respect of the Relevant Shares.

In arriving at the Settlement Amount, Dipula considered factors including the following:

-     While DIB Shares are illiquid, recent analyst commentary has put a target price on the DIB Share value at R5.45
      per DIB Share, which falls slightly below the bottom end of the Independent Expert’s fair value range of R5.49
      to R6.07 for DIB Shares as included in the Scheme Circular;
-     Based on its valuation, the Independent Expert concluded that the number of DIB Shares to be issued as
      consideration for each DIA Share would have been between 2.00 and 2.44 DIB Shares for each DIA Share, as
      included in the Scheme Circular; and
-     Over the period since the exercise of the Appraisal Rights, the Relevant Shares, had they ranked for dividends
      declared and, for the most recent income period, potentially declared, would have been entitled to and expectant
      of an aggregate payment of over R5.5 million, and alternatively the value would have borne interest on an arms-
      length basis.

Transfer of the Relevant Shares occurred on 31 March 2023. The 1 715 000 DIA Shares repurchased from Breede
Coalitions represent 100% of all DIA Shares currently in issue. Since all DIA Shares were delisted from the JSE pursuant
to the implementation of the Scheme, these shares will be cancelled in accordance with Dipula’s memorandum of
incorporation. Dipula has applied to the JSE to delist the 2 000 000 DIB Shares repurchased from Breede Coalitions,
which represent 0.22% of all DIB shares currently in issue, with effect from 6 April 2023. The 2 000 000 DIB Shares
will return to the authorised but unissued share capital of Dipula.

31 March 2023


Corporate advisor and sponsor
Java Capital

Date: 31-03-2023 04:10:00
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