ASCENSION PROPERTIES LIMITED - Withdrawal of resolution and proposed limitation of scope of resolution to be adopted at the annual general meeting

Withdrawal of resolution and proposed limitation of scope of resolution to be adopted at the annual general meeting

ASCENSION PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2006/026141/06)
JSE share code: AIA  ISIN: ZAE000204566
(Approved as a REIT by the JSE)
(“Ascension” or “the company”)


WITHDRAWAL OF RESOLUTION AND PROPOSED LIMITATION OF SCOPE OF RESOLUTION TO BE ADOPTED AT THE ANNUAL GENERAL MEETING OF THE COMPANY


Shareholders are referred to the notice convening the annual general meeting of the company, to be held at 10:00 on Wednesday,
9 December 2015 at the offices of the company at 3rd Floor, Palazzo Towers West, Montecasino Boulevard, Fourways, 2191.

Ascension has recently been advised by its legal advisors that:

-      there is no requirement under the Companies Act, 71 of 2008 (the “Companies Act”) or Ascension’s memorandum of
       incorporation that unissued shares of a company be placed under the control of the company’s directors before they may be
       issued by the board, as used to be the case under section 221 of the previous Companies Act, 61 of 1973; and

-      an issue of shares will require shareholder approval only if such approval is specifically required in terms of the Companies
       Act (e.g. issues to directors and related parties or issues of shares representing 30% or more of the total issued shares of that
       class immediately before such issue, as contemplated in section 41) or the JSE Listings Requirements (e.g. non-pro rata
       issues of shares for cash under sections 5.51 and 5.52 and issues which amount to category 1 transactions under section 9 or
       related party transactions under section 10). In particular an acquisition issue or a vendor consideration placing does not
       generally require shareholder approval, and will require shareholder approval only if it is subject to any such specific
       provision.

Further to this advice received from the company’s legal advisors, the board of directors of Ascension has resolved to withdraw
ordinary resolution number 4, placing the authorised but unissued A shares and B shares of the company under the control of the
directors, and ordinary resolution number 4 will accordingly be withdrawn at the annual general meeting and not be voted on.

Following feedback from institutional shareholders, the company has also agreed to limit the scope of the authority granted to the
board of directors of the company in terms of ordinary resolution number 5, granting a general authority to the board of directors of
the company to issue shares for cash and proposed for adoption by shareholders, so as to reduce the maximum discount at which the
shares may be issued in terms of this authority from 10% to 5% of the weighted volume average traded price on the JSE of the
relevant class of shares over the 30 business days prior to the date that the price of the issue is agreed.

In terms of the notice of annual general meeting shareholders of the company holding certificated shares and/or dematerialised
shareholders who have elected “own-name” registration are requested to lodge their proxy forms with the transfer secretaries,
Computershare Investor Services Proprietary Limited, to be received by 10:00 on Monday, 7 December 2015. The company wishes
to remind shareholders that forms of proxy not delivered to the transfer secretaries by 10:00 on Monday, 7 December 2015, may
still be handed to the chairman of the annual general meeting at the annual general meeting at any time prior to the commencement
of the annual general meeting.

3 December 2015


Sponsor                                                               
Java Capital


Legal advisors
Cliffe Dekker Hofmeyr
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