FORTRESS INCOME FUND LIMITED - Approval of amended memorandum of incorporation at the shareholders general meeting

Approval of amended memorandum of incorporation at the shareholders general meeting

FORTRESS INCOME FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2009/016487/06)
JSE share codes: FFA   ISIN:ZAE000141313
                 FFB   ISIN:ZAE000141321
(Approved as a REIT by the JSE)
(“Fortress” 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 3 February 2015 advising linked
unitholders that the company had posted a circular on that day relating to, inter alia, the conversion of the company’s
current linked unit structure to an all share structure and the adoption of a proposed new memorandum of
incorporation (the “MoI”).

Linked unitholders are referred to the notices convening the combined ordinary shareholders general meeting, the “A”
ordinary shareholders general meeting and the “B” ordinary shareholders general meeting (collectively the
“shareholders general meetings”), more particularly shareholder special resolution number 6, “A” ordinary
shareholder special resolution number 6 and “B” ordinary shareholder resolution number 6, relating to the adoption of
the MoI, which resolutions are to be considered at the shareholders general meetings to be held on Thursday,
5 March 2015.

In response to feedback received from linked unitholders, Fortress has amended the MoI by:
-      amending clause 8.8 thereof by making the provisions of clause 8.8 (dealing with the Board’s authority to issue
       shares from time to time) subject to the shareholder pre-emption provisions (and exclusions thereto) set out in
       clause 8.9;
-      amending clause 8.9 by deleting the reference to “ordinary” which appears before the references therein to
       “Shares” and “Shareholders” as same are redundant. The term “Share” has been defined to include the “A” and
       “B” Ordinary Shares, thus the references to “ordinary Shares” and “ordinary Shareholders” were unnecessary;
-      amending clause 8.9 by inserting the words “of the Shares of that class” after the words “existing Shareholders”
       and by inserting the words “of that class of Shares” after the words “in proportion to their shareholding”.
       Clause 8.9 contains existing shareholders' right of pre-emption on fresh issues of shares, subject to certain
       exceptions. The proposed amendments clarify that the rights of pre-emption are only afforded to the holders of
       the class of shares in respect of which the fresh issue is proposed;
-      amending clauses 21.1.3 and 21.11 by deleting the reference to “ordinary” which appears before “Shares” and
       substituting the words ““A” and “B” Ordinary” therefor. Clauses 21.1.3 and 21.11 relate to paragraphs 10.5(c)
       and (h) of the JSE Listings Requirements which provide that only ordinary shareholders (and any special shares
       created for the purposes of black economic empowerment in terms of the BEE Act and BEE Codes, which is
       not applicable to Fortress) may vote on any resolution taken by the company in certain prescribed circumstances
       and provided that the total voting rights of those affected securities (of which none are currently authorised)
       may not exceed 24.99% of the total votes at any such meeting. The amendments make it clear that currently the
       only shareholders who may vote on any resolution taken by the company are the holders of “A” and “B”
       ordinary shares.

The amended MoI has been approved by the JSE Limited, has been posted on Fortress’ website (www.fortressfund.co.za) and 
is available on request at Fortress’ registered office.

3 March 2015

Sponsor
Java Capital

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