Results of debenture holders' scheme meeting and shareholders' general meeting VUKILE PROPERTY FUND LIMITED (Incorporated in the Republic of South Africa) (Registration number 2002/027194/06) JSE share code: VKE NSX share code: VKN ISIN: ZAE000056370 (Granted REIT status with the JSE) (“Vukile” or the “company”) RESULTS OF DEBENTURE HOLDERS’ SCHEME MEETING AND SHAREHOLDERS’ GENERAL MEETING Linked unitholders are referred to the announcement released on SENS on 19 December 2014 wherein linked unitholders were advised that Vukile had posted a circular to linked unitholders (the “circular”) relating to: - the conversion of Vukile’s authorised and issued ordinary par value shares to authorised and issued ordinary shares of no par value (the “par value conversion”); - subsequent to the par value conversion, the conversion of the company’s current linked unit capital structure to an all share structure by: - the delinking of each Vukile ordinary share from a Vukile debenture so as to no longer constitute a linked unit; - the cancellation of each debenture and concomitant waiver, for no consideration, by the debenture holders of their right to be repaid the debt reflected in each debenture; - the capitalisation of the value allocated to each debenture in the books of account of the company, equating to the issue price of each debenture to Vukile’s stated capital account; and - the termination of the Vukile Debenture Trust Deed, to be effected by way of a scheme of arrangement in terms of section 114 of the Companies Act, 2008 (the “Companies Act”) between the company and its debenture holders (the “scheme”); - the amendment of Vukile’s Memorandum of Incorporation to give effect to the change in Vukile’s capital structure and the provisions of the Companies Act and the JSE Listings Requirements in respect of the approval of written resolutions by shareholders; - the amendment of Vukile’s Debenture Trust Deed to enable the change in Vukile’s capital structure; and - the subsequent termination of Vukile’s Debenture Trust Deed. Linked unitholders are advised that: - at the debenture holders’ scheme meeting held on Wednesday, 21 January 2015, all resolutions required to be passed by Vukile debenture holders to approve the transactions detailed above were passed by the requisite majority of debenture holders; and - at the shareholders’ general meeting held on Wednesday, 21 January 2015, all resolutions required to be passed by Vukile shareholders to approve the transactions detailed above were passed by the requisite majority of shareholders. Details of the results of voting at the debenture holders’ scheme meeting are as follows: - total number of Vukile debentures that could have been voted at the debenture holders’ scheme meeting: 557 275 318 - total number of Vukile debentures that were present/represented at the debenture holders’ scheme meeting: 435 707 347 being 78.18529% of the total number of Vukile debentures that could have been voted at the debenture holders’ scheme meeting Debenture holder special resolution number 1: Amendment of the debenture trust deed Shares voted* For Against Abstentions 435 226 902 435 226 902, being 100% - 480 445 Debenture holders special resolution number 2: Delinking of linked units Shares voted* For Against Abstentions 435 226 902 435 226 902, being 100% - 480 445 Debenture holders special resolution number 3: Approval of the scheme Shares voted* For Against Abstentions 435 226 902 435 226 902, being 100% - 480 445 Debenture holders special resolution number 4: Termination of the debenture trust deed 2 Shares voted* For Against Abstentions 435 226 902 435 226 902, being 100% - 480 445 Debenture holders ordinary resolution number 1: General authority Shares voted* For Against Abstentions 435 226 902 435 226 902, being 100% - 480 445 Details of the results of voting at the shareholders general meeting are as follows: - total number of Vukile shares that could have been voted at the shareholders’ general meeting: 557 275 318 - total number of Vukile debentures that were present/represented at the shareholders’ general meeting: 343 241 701 being 61.59284% of the total number of Vukile shares that could have been voted at the shareholders’ general meeting Shareholder special resolution number 1: Par value conversion of shares Shares voted* For Against Abstentions 343 240 523 343 240 419, being 99.99963% 104, being 0.00003% 1 178 Shareholder special resolution number 2: Amendment of the company’s MOI pertaining to the par value conversion Shares voted* For Against Abstentions 343 240 523 343 240 419, being 99.99963% 104, being 0.00003% 1 178 Shareholder special resolution number 3: Delinking of linked units Shares voted* For Against Abstentions 343 240 523 343 240 419, being 99.99963% 104, being 0.00003% 1 178 Shareholder special resolution number 4: Amendment of the company’s MOI pertaining to the delinking and the approval of written resolutions by shareholders Shares voted* For Against Abstentions 343 240 523 343 240 419, being 99.99963% 104, being 0.00003% 1 178 Shareholder ordinary resolution number 1: General authority Shares voted* For Against Abstentions 343 240 523 343 240 419, being 99.99963% 104, being 0.00003% 1 178 * Excluding abstentions The scheme remains subject to, inter alia,: - the issue of a compliance certificate by the Takeover Regulation Panel in terms of section 119(4) of the Companies Act in respect of the scheme; and - the filing and registration of the special resolutions in respect of the transactions with the Companies and Intellectual Properties Commission. A further announcement or announcements will be released regarding the fulfilment and/or waiver of the outstanding conditions precedent to the scheme at the appropriate time. 21 January 2015 JSE sponsor NSX sponsor Java Capital IJG Securities (Pty) Ltd Date: 21/01/2015 04:59:00 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.