EMIRA PROPERTY FUND - Posting of Notice Relating to Meeting of Holders of Notes issued by the Emira Property Fund

Posting of Notice Relating to Meeting of Holders of Notes issued by the 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”)


POSTING OF NOTICE RELATING TO MEETING OF HOLDERS OF NOTES ISSUED BY THE
EMIRA PROPERTY FUND

1.   In accordance with Condition 16 (Notices) of the Terms and
     Conditions (as defined below) of the programme memorandum dated 12
     August 2011, as amended or supplemented from time to time (the
     Programme Memorandum), notice (this Notice) is hereby given by the
     Issuer to the holders of the ZAR500,000,000 Senior Secured Floating
     Rate Notes (Tranche 1, Series 1) (EPF001) (the Secured Notes) that a
     meeting of secured Noteholders (the Secured Noteholders) will be
     held at 1st floor, Optimum House, Epsom Downs Office Park, 13 Sloane
     Street, Bryanston, 2191, South Africa, on Friday, 19 June 2015, at
     10:00 am for the purpose of considering and, if thought fit, of
     passing (with or without modification in the manner required) the
     resolution specified at paragraph 7 of this Notice (the Meeting) in
     accordance with Condition 17 (Amendment of the Terms and
     Conditions).

REASON FOR THE MEETING

2.   Capitalised terms used herein which are not otherwise defined shall
     bear the meaning ascribed thereto in the Applicable Pricing
     Supplement relating to the Secured Notes and the section headed
     “Terms and Conditions of the Notes” in the Programme Memorandum (the
     Terms and Conditions).

3.   The Issuer seeks the Secured Noteholders’ consent in accordance with
     Condition 17 (Amendment of the Terms and Conditions) of the Terms
     and Conditions, as read with the applicable provisions of the
     Security Documents, to release and cancel the mortgage bonds
     registered over certain immovable properties listed in paragraph 7
     below (the Properties to be Released) and described in Schedule 2 of
     the Loan Agreement, which sets out the complete list of Properties
     (as defined in the Loan Agreement) forming part of the security held
     in respect of the rights and interests ceded by the Issuer to the
     Security SPV pursuant to the Security Cession. The total value of
     the Properties has increased from the Issue Date of the Secured
     Notes to the extent that the current total value of the Properties
     exceeds the aggregate nominal amount of the Secured Notes
     outstanding by such an amount that there is now capacity for the
     release of the Properties to be Released whereby on the release date
     of the Properties to be Released the LTV Ratio (as defined in the
     Loan Agreement) will not exceed 40%. Accordingly, the Issuer wishes
     to procure the release and cancellation of the mortgage bonds
     registered over the Properties to be Released pursuant to this
     Notice.

4.   The Security SPV shall, on receipt of the Secured Noteholders’
     consent, do all such things and sign all such documents as is
     necessary to give effect to the release and cancellation of the
     mortgage bonds registered over the Properties to be Released.

5.   The Issuer will, prior to the release and cancellation of the
     mortgage bonds registered over the Properties to be Released,
     deliver to the Secured Noteholders a certificate duly executed by
     the authorised officer(s) of the Borrower, confirming that upon the
     release and cancellation of the mortgage bonds registered over the
     Properties to be Released, the LTV Ratio will not exceed 40%.

6.   The Issuer shall upon written request from any Secured Noteholder
     provide the Secured Noteholder with a list of the remaining
     Properties as at the date of the written request, within 5 (five)
     Business Days of receipt of the written request from the Secured
     Noteholder.

RESOLUTION TO BE PASSED AT THE MEETING

7.   If thought fit of passing with or without modification in the manner
     required for the passing of resolutions in accordance with Condition
     17 (Amendment of the Terms and Conditions) of the Terms and
     Conditions, the following resolution will be passed at the Meeting:

     AS EXTRAORDINARY RESOLUTION NO. 1

     “THAT, the Secured Noteholders hereby consent to the release and
     cancellation of the mortgage bonds registered over the below listed
     properties:

         (i)   CRB House (8 -10 Kramer Road)

               Erf 68 Kramerville Johannesburg;

         (ii)  Steiner Services

               Portion 225 of Erf 602 Spartan Ext 2;

         (iii) Hyde Park Lane

               Erf 257 Craighall,

               Erf 184 Hyde Park Ext 21,

               Erf 185 Hyde Park Ext 21,

               Erf 186 Hyde Park Ext 21,
              
               Erf 187 Hyde Park Ext 21,

               Erf 188 Hyde Park Ext 21,

               Erf 189 Hyde Park Ext 21;

          (iv) Iustita Building

               Erf 26335 Bloemfontein; and

          (v)  Southern Life Plaza

               Erf 24901 Bloemfontein.”

8.   A Secured Noteholder entitled to attend and vote at the meeting is
     entitled to appoint one or more proxies to attend and vote in his/her
     stead. A proxy need not also be a Secured Noteholder. A proxy form is
     annexed to this Notice for use by the Secured Noteholder, as Annexure
     “A”, if required.

9.   Proxy forms must be lodged with the relevant CSD Participant of each
     Secured Noteholder (that provided said Secured Noteholder with this
     Notice) and copies thereof faxed to Rand Merchant Bank, a division of
     FirstRand Bank Limited in the manner set out in Annexure “A” annexed
     hereto not less than 48 hours before the date of the meeting.

10.  This Notice is being delivered to Strate and the JSE in accordance
     with Condition 17 (Amendment of the Terms and Conditions) as read with
     Condition 16 (Notices) of the Terms and Conditions.


29 May 2015

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

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