Fulfilment of the conditions precedent and finalisation announcement 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”) FULFILMENT OF THE CONDITIONS PRECEDENT AND FINALISATION ANNOUNCEMENT Linked unitholders are referred to the circular dated 13 April 2015 (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) (“the Companies Act”) (“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 also referred to the results of debenture holders’ general meeting and shareholders’ general meeting announcement dated 14 May 2015 where they were advised that all the resolutions required to be passed by linked unitholders to approve the transaction were passed unanimously by linked unitholders. Linked unitholders are hereby advised that the special resolutions in respect of the transaction, together with all prescribed documents, have now been registered by the Companies and Intellectual Property Commission (“CIPC”). The Takeover Regulation Panel has also issued a compliance certificate in terms of section 119(4) of the Companies Act, with the result that the transaction has now become unconditional in accordance with its terms. Accordingly the transaction will be implemented in accordance with the timetable set out below: 2015 Special resolutions registered by CIPC on Monday, 25 May Finalisation date announcement released on SENS on Monday, 1 June Finalisation date announcement published in the press on Tuesday, 2 June Last day to trade in existing linked units on the JSE prior to the delinking of the linked Friday, 19 June units and the capitalisation of the debentures on Trading in delinked ordinary shares under the new ISIN: ZAE000201695 and the Monday, 22 June existing code of “ORE” commences on Suspension of listing of linked units on the JSE Monday, 22 June Scheme implementation record date for the delinking of the linked units and the Friday, 26 June capitalisation of the debentures at the close of business on Scheme operative date Monday, 29 June Date dematerialised shareholders will have their accounts updated at their CSDP or Monday, 29 June broker on Date of issue of new replacement share certificates provided that the old linked unit Monday, 29 June certificates have been surrendered by 12:00 on Friday, 26 June 2015 (any certificated linked units surrendered after this date will be replaced within five business days after receipt by the transfer secretaries) Termination of listing of linked units (at the commencement of trade) Monday, 29 June 1. All times set out above are local times in South Africa. 2. No dematerialisation of linked unit certificates may take place after Friday, 19 June 2015. Johannesburg 1 June 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: 01/06/2015 02:23:00 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.