Approval of amended Memorandum of Incorporation at the shareholders general meeting RESILIENT PROPERTY INCOME FUND LIMITED (Incorporated in the Republic of South Africa) (Registration number 2002/016851/06) JSE share code: RES ISIN: ZAE000043642 (Approved as a REIT by the JSE) (“Resilient” or “the company”) APPROVAL OF AMENDED MEMORANDUM OF INCORPORATION AT THE SHAREHOLDERS GENERAL MEETING Linked unitholders are referred to the announcement released on SENS on 29 May 2014 advising linked unitholders that the company has posted a circular relating to, inter alia, the conversion of the company’s current linked unit structure to an all share structure and the adoption of a new memorandum of incorporation. Linked unitholders are referred to the notice of shareholders general meeting contained in the circular (the “notice of shareholders general meeting”), more particularly special resolution 5 wherein Resilient proposes a new memorandum of incorporation, for approval by shareholders at the shareholders general meeting to be held on Monday, 30 June 2014 (the “shareholders general meeting”). In line with the JSE Listings Requirements and King III Code on Corporate Governance, Resilient had provided in its proposed new memorandum of incorporation for one third of non-executive directors to retire by rotation and offer themselves for re-election at each annual general meeting. In response to feedback received from linked unitholders, Resilient has amended the proposed new memorandum of incorporation to provide that both executive and non-executive directors will be subject to the annual retirement and re-election requirements. The amended proposed new memorandum of incorporation which sets out these revised requirements in clauses 24.12 and 24.13 has been approved by the JSE Limited, has been posted on Resilient’s website (www.resilient.co.za) and is available on request at Resilient’s registered office. Linked unitholders are accordingly requested to support the proposed special resolution 5 at the shareholders general meeting for the adoption of Resilient’s amended proposed new memorandum of incorporation. Resilient encourages participation by linked unitholders in the voting at the shareholders general meeting, and advises linked unitholders to make the necessary arrangements timeously to attend or be represented at the shareholders general meeting, and where required, to furnish voting instructions to their CSDP or broker in good time. Resilient shareholders are requested to deposit forms of proxy (attached to the notice of shareholders general meeting) with the transfer secretaries, Linked Market Services South Africa Proprietary Limited, 13 th Floor, Rennie House, 19 Ameshoff Street, Braamfontein, 2001 (PO Box 4844, Johannesburg, 2000) to be received by no later than 10:30 on Thursday, 26 June 2014. 24 June 2014 Corporate advisor, legal advisor and sponsor Java Capital Date: 24/06/2014 03:12:00 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.