VIVIDEND INCOME FUND LIMITED - Results of General Meetings

Results of General Meetings

VIVIDEND INCOME FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 2010/003232/06)
JSE share code: VIF
ISIN: ZAE000150918
(Approved as a REIT by the JSE)
(“Vividend” or “the Company”)

RESULTS OF GENERAL MEETINGS

1. INTRODUCTION

  Linked unitholders of Vividend (“Vividend Linked Unitholders”)
  are referred to the joint announcement by Vividend and
  Arrowhead Properties Limited (“Arrowhead”) released on SENS on
  1 April 2014 relating to Arrowhead’s firm intention to make an
  offer to acquire all of the Vividend linked units it does not
  already own:

  a)   by means of one or more indivisibly linked schemes of
       arrangement in terms of section 114 of the Companies Act
       71 of 2008(“Companies Act”) (“Schemes”); or

  b)   if certain conditions to which the Schemes are subject are
       not fulfilled, by means of a voluntary general offer,

  (collectively, “the Proposed Transaction”).

2. RESULTS OF GENERAL MEETINGS

  Vividend Linked Unitholders are advised that at the general
  meeting of Vividend shareholders and the general meeting of
  Vividend debenture holders, each held on Wednesday, 2 July 2014
  (“General Meetings”), all of the resolutions required to give
  effect to the Proposed Transaction (“Scheme Resolutions”) as
  set out in the notice convening such general meetings
  incorporated in the circular to Vividend Linked Unitholders
  dated 2 June 2014 (“Circular”), were passed by the requisite
  majority of Vividend shareholders and Vividend debenture
  holders, respectively.

3. OUTSTANDING CONDITIONS PRECEDENT

  Vividend Linked Unitholders are advised that approval from the
  Competition Authorities has been received and, accordingly, the
  following conditions precedent to the Proposed Transaction, as
  detailed in the Circular, remain outstanding:

  a)   by not later than 17h00 on 31 August 2014, to the extent
       required under section 115(3) of the Companies Act,
       approval of the implementation of the Scheme Resolutions
       by the court is obtained and, if applicable, Vividend not
       having treated the Scheme Resolutions as a nullity (which
       it may not do unless it is instructed to do so by
       Arrowhead), as contemplated in section 115(5)(b) of the
       Companies Act;

  b)   as at 17h00 on the date on which the condition in
       paragraph 3(a) has been fulfilled, none of the following
       events having occurred in respect of Vividend or
       Arrowhead:

       (i)   any corporate action, legal proceedings or other
             procedure or other step (including an application to
             court, proposal of a resolution or convening of a
             meeting of shareholders, members, directors or other
             officers) being taken by any person with a view to:

             -   a moratorium, compromise, composition, business
                 rescue or similar arrangement with any of its
                 creditors;

             -   its winding-up, dissolution or commencement of
                 business rescue proceedings, or for the seeking
                 of relief under any applicable bankruptcy,
                 insolvency, company or similar law, or any such
                 resolution; or

       (ii) the value of its assets is less than its liabilities
            (taking into account of contingent and prospective
            liabilities) or it is unable to pay its debts as they
            fall due,

       it being agreed that this condition shall be regarded as
       having been fulfilled unless either Vividend or Arrowhead
       has informed the other by no later than 17h00 on the date
       on which the condition in paragraph 3(a) has been
       fulfilled that it has knowledge that this condition has
       not been fulfilled; and

  c)   by no later than 17h00 on 31 August 2014, the TRP issuing
       a compliance certificate in relation to the Schemes.

  The conditions set out in paragraphs 3(a) and 3(c) above are of
  a regulatory nature and cannot be waived. The condition set out
  in paragraph 3(b) above can be waived by mutual agreement
  between Arrowhead and Vividend.

4. IMPORTANT DATES AND TIMES

  The remaining salient dates and times relating to the
  finalisation and implementation of the Proposed Transaction are
  set out in the Circular and the announcement released on SENS
  on 2 June 2014.

Cape Town
2 July 2014

Sponsor to Vividend
PSG Capital

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