Acquisition of Vividend Manco, changes to Vividend Board, option to acquire additional Vividend units, joint caution ARROWHEAD PROPERTIES LIMITED VIVIDEND INCOME FUND LIMITED (Incorporated in the Republic of South Africa) (Incorporated in the Republic of South Africa) (Registration number 2011/000308/06) (Registration Number 2010/003232/06) JSE share code: AWA ISIN: ZAE000158101 JSE share code: VIF ISIN: ZAE000150918 JSE share code: AWB ISIN: ZAE000158119 (Approved as a REIT by the JSE) (Approved as a REIT by the JSE) (“Vividend”) (“Arrowhead”) ACQUISITION OF VIVIDEND MANCO, CHANGES TO VIVIDEND BOARD, OPTION TO ACQUIRE ADDITIONAL VIVIDEND UNITS AND JOINT CAUTIONARY ANNOUNCEMENT Arrowhead announced on 6 December 2013 that it had acquired 31.7% of Vividend’s issued units. Arrowhead has now concluded an agreement to acquire all the shares in and claims on loan against Vividend Management Group Proprietary Limited (“Vividend Manco”) from the existing Vividend Manco shareholders for a purchase price of R88.6 million (the “acquisition”). The effective date of the acquisition is 1 March 2014. As a result of the change in control of Vividend Manco, Michael Jacobson, Gavin Rabinowitz, Mark Sandak-Lewin and Alan Witt, will resign from the Vividend board with effect from 1 March 2014. Ari Jacobson, Robert Amoils and Bruce Rubenstein have agreed to remain on (as CEO, Financial Director and non-executive director respectively) for a three month period from the effective date. In addition to the acquisition, Arrowhead has concluded an agreement with Stanlib, in respect of the approximately 60.2 million Vividend units controlled by Stanlib (representing approximately 22% of Vividend’s issued units), in terms of which: - Stanlib has irrevocably undertaken that, if Arrowhead proposes a scheme of arrangement (the “scheme”) in terms of section 114 of the Companies Act, Act 71 of 2008 (the “Act”) to acquire all the Vividend units it does not already own for a consideration of not less than 0.374 Arrowhead A and 0.374 Arrowhead B units per Vividend unit, Stanlib will vote in favour of all resolutions necessary to approve the scheme; and - Stanlib has granted Arrowhead an option (the “option”) to require them to accept an offer from Arrowhead to acquire their Vividend units for a consideration of 0.374 Arrowhead A and 0.374 Arrowhead B units per Vividend unit if, for any reason, the scheme is not implemented. As consideration for the option, Arrowhead has paid Stanlib an option premium of R4,461,500. Arrowhead has advised the Vividend board that it would like to engage with the board with regard to a potential scheme of arrangement to acquire the Vividend units that it does not already own. However formal engagements in this regard have not yet begun. Accordingly Arrowhead and Vividend unitholders are advised to exercise caution when trading in their securities until further announcements are made. 24 February 2014 Sponsor, corporate advisor and joint legal advisor to Arrowhead Java Capital Attorneys to Arrowhead Cliffe Dekker Hofmeyr Inc Sponsor and corporate advisor to Vividend PSG Capital Attorneys to Vividend Fluxmans Attorneys {A404/00137282.DOCX/ANNOUNCE/AH} Date: 24/02/2014 05:25:00 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.