Results of Debenture Holders' general meeting and Shareholders' general meeting ORION REAL ESTATE LIMITED (Incorporated in the Republic of South Africa) (Registration number: 1997/021085/06) Share Code: ORE ISIN: ZAE000075651 (“Orion” or “the company”) RESULTS OF DEBENTURE HOLDERS’ GENERAL MEETING AND SHAREHOLDERS’ GENERAL MEETING Linked unitholders are referred to the announcement released on SENS on 13 April 2015 wherein linked unitholders were advised that Orion had posted a circular to linked unitholders (the “circular”) relating to the capital restructure, which includes: . the conversion of the company’s current linked unit capital structure to an all share structure by: (i) the proposed amendment to the Orion Debenture Trust Deed to permit the delinking, cancellation and capitalisation of the Orion debentures; (ii) the proposed delinking of each Orion ordinary par value share from each of an Orion debenture so as to no longer constitute a linked unit; (iii) the proposed cancellation of each debenture, for no consideration, to be effected by way of a scheme of arrangement in terms of section 114(1)(c) of the Companies Act, 2008 (Act 71 of 2008) (“Scheme”), which will take effect on the scheme operative date which is expected to be on 29 June 2015; (iv) the proposed capitalisation of an amount equal to the issue price of each debenture from an accounting perspective for purposes of financial reporting in accordance with IFRS to form part of the stated capital attributable to the ordinary shares that have been issued by Orion; (v) termination of the Orion Debenture Trust Deed; and (vi) the conversion of Orion par value shares to Orion no par value shares. . the amendment of Orion’s Memorandum of Incorporation (“MoI”) to reflect the change in Orion’s capital structure, (collectively referred to as the “transaction”). Linked unitholders are advised that at the debenture holders’ general meeting and the shareholders’ general meeting, (“the general meetings”) held on Thursday, 14 May 2015, all resolutions required to be passed by linked unitholders to approve the transaction were passed unanimously by linked unitholders. Details of the results of the general meetings are as follows: – Total number of linked units in issue excluding treasury linked units is 630 698 688. – Total number of linked units voted in person or by proxy was 590 885 385, representing 93.69% of the total linked units in issue. Debenture holders general meeting: For Against Abstained Resolution Proposed Debentures % Debentures % Debentures % Debenture holder special 590 885 385 100 - - resolution number 1: Amendment of the Debenture Trust Deed Debenture holder special 590 885 385 100 - - resolution number 2: Delinking of linked units Debenture holder special 590 885 385 100 - - resolution number 3: Cancellation of debentures and termination of the Debenture Trust Deed Debenture holder special 590 885 385 100 - - resolution number 4: Capitalisation of debentures to form part of the stated capital account Debenture holder ordinary 590 885 385 100 - - resolution number 1: General authority Shareholders general meeting: For Against Abstained Resolution Proposed Shares % Shares % Shares % Shareholder special resolution 590 885 385 100 - - number 1: Delinking of linked units Shareholder special resolution 590 885 385 100 - - number 2: Cancellation of Orion debentures and termination of the Orion Debenture Trust Deed Shareholder special resolution 590 885 385 100 - - number 3: Capitalisation of Orion debentures to the stated capital account Shareholder special resolution 590 885 385 100 - - number 4: Conversion of authorised par value shares to no par value shares Shareholder special resolution 590 885 385 100 - - number 5: Conversion of issued par value shares to no par value shares Shareholder special resolution 590 885 385 100 - - number 6: Amendment of MoI Shareholder ordinary resolution 590 885 385 100 - - number 1: General authority The special resolutions will be filed with the Companies and Intellectual Property Commission (“CIPC”) for registration, where applicable. Linked unitholders should note that the implementation of the transaction remains conditional upon the fulfilment of certain conditions precedent as detailed in the circular, including the filing and registration of the special resolutions in respect of the transaction with CIPC and the issue of a compliance certificate by the Takeover Regulation Panel in terms of section 119(4) of the Companies Act. A further announcement will be published once the remaining conditions precedent have been fulfilled. Johannesburg 14 May 2015 Lead Transaction Sponsor: Deloitte & Touche Sponsor Services Proprietary Limited Attorneys: Tugendhaft Wapnick Banchetti and Partners Transaction Manager: D P Cohen Consulting Proprietary Limited Sponsor: Arbor Capital Sponsors Proprietary Limited Independent Expert: BDO Corporate Finance Proprietary Limited Date: 14/05/2015 04:18:00 Produced by the JSE SENS Department. 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