EMIRA PROPERTY FUND - Results of Meeting of Holders of Notes Issued by Emira Property Fund

Results of Meeting of Holders of Notes Issued by Emira Property Fund

Emira Property Fund
(A property fund created under the Emira Property Scheme, registered in
terms of the Collective Investment Schemes Control Act)
Company code: BIEPF
 (Approved as a REIT by the JSE)
(“Emira”)


RESULTS OF MEETING OF HOLDERS OF NOTES ISSUED BY EMIRA PROPERTY FUND

Noteholders are advised that at a meeting of Noteholders held at Optimum House, Epsom Downs Office
Park, 13 Sloane Street, Bryanston on 6 May 2015, the following resolutions were proposed to be passed:

AS EXTRAORDINARY RESOLUTION NO. 1

“THAT, the Noteholders hereby consent to the Transfer of the Programme and the Notes outstanding under the
Programme, together with the Issuer’s rights and obligations under the Terms and Conditions and relating to the
outstanding Notes (as defined in the Terms and Conditions), to Emira Property Fund Limited (“New Emira”) with
effect from Monday, 6 July 2015 and the replacement of the Issuer with New Emira as the issuer under the
Programme.”

AS EXTRAORDINARY RESOLUTION NO. 2

“THAT, subject to the passing of Extraordinary Resolution No. 1 above, all references to the Issuer in:

 (i)      the Amended and Restated Programme Memorandum;

 (ii)     the Amended and Restated Applicable Pricing Supplements; and

 (iii)    in the case of Series 1 Notes (stock code EPF001) only, the Security Documents and the Transaction
          Documents (each as defined in the EPF001 Applicable Pricing Supplement),

  will be to New Emira.”

AS EXTRAORDINARY RESOLUTION NO. 3

“THAT, the Terms and Conditions be and are hereby amended by the replacement of Condition 8 (Redemption and
Purchases) of the Terms and Conditions in its entirety with Condition 9 (Redemption and Purchases) of the Terms and
Conditions of the Amended and Restated Programme Memorandum.”

AS EXTRAORDINARY RESOLUTION NO. 4

“THAT, the Terms and Conditions be and are hereby amended by the replacement of Condition 10 (Taxation) of the
Terms and Conditions in its entirety with Condition 10 (Taxation) of the Terms and Conditions of the Amended and
Restated Programme Memorandum.”

AS EXTRAORDINARY RESOLUTION NO. 5

“THAT, the Terms and Conditions be and are hereby amended by the deletion of Condition 11 (Negative pledge) of the
Terms and Conditions in its entirety.”

AS EXTRAORDINARY RESOLUTION NO. 6

“THAT, the Terms and Conditions be and are hereby amended by the replacement of Condition 17 (Amendment of the
Terms and Conditions) of the Terms and Conditions in its entirety with Condition 18 (Amendment of these
Conditions) of the Terms and Conditions of the Amended and Restated Programme Memorandum.”
AS EXTRAORDINARY RESOLUTION NO. 7

“THAT, the Terms and Conditions be and are hereby amended by the replacement of Condition 18 (No voting rights on
Notes held by Issuer) and Condition 20 (Meetings of Noteholders) of the Terms and Conditions in their entirety,
respectively, with Condition 19 (Meetings of Noteholders) of the Terms and Conditions of the Amended and Restated
Programme Memorandum.”

AS EXTRAORDINARY RESOLUTION NO. 8

“THAT, the Terms and Conditions be and are hereby amended by the amendment of the definition of “Extraordinary
Resolution” so as to amend the percentage of minimum votes required from 75% (seventy five per cent) to 66.67%
(sixty six point six seven per cent) to align the percentage of minimum votes required with the relevant requirement of
the new debt listing requirements of the JSE and the replacement of the definition of “Extraordinary Resolution” in its
entirety.”

After the voting had been conducted, the Chairman confirmed:

(i)     the acceptance by the Noteholders of Extraordinary Resolutions 1, 2, 3, 6 and 7, each passed by
        Noteholders representing 76.67% of the aggregate Outstanding Principal Amount of the Notes issued
        under the DMTN Programme;

(ii)    the acceptance by the Noteholders of Extraordinary Resolution 8, passed by Noteholders representing
        76.52% of the aggregate Outstanding Principal Amount of the Notes issued under the DMTN
        Programme; and

(iii)   the rejection by the Noteholders of Extraordinary Resolutions 4 and 5. The 75% threshold required to
        pass Extraordinary Resolutions 4 and 5 was not met as Noteholders representing 55.6% of the
        aggregate Outstanding Principal Amount of the Notes issued under the DMTN Programme voted in
        favour of these resolutions.

The effective date of such amendments will be on or about 1 July 2015, being the effective date of Emira’s
conversion from a property fund created under the Emira Property Scheme, registered in terms of the
Collective Investment Schemes Control Act, to a corporate REIT.




8 May 2015

Debt Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)

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