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Proposed Modification Of Ordinary Resolutions Numbers 10 And 11 Proposed For Adoption At The Annual General Meeting
REDEFINE PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1999/018591/06)
JSE share code: RDF ISIN: ZAE000190252
(Approved as a REIT by the JSE)
(“Redefine” or the “company”)
PROPOSED MODIFICATION OF ORDINARY RESOLUTIONS NUMBERS 10 AND 11 PROPOSED FOR
ADOPTION AT THE ANNUAL GENERAL MEETING OF THE COMPANY
Shareholders are referred to the notice of annual general meeting sent to shareholders on 4 January 2016, as well as
the announcement released on SENS on 15 January 2016, and are advised that the following modifications to ordinary
resolution number 10 (placing the unissued ordinary shares under the control of the directors) and ordinary resolution
number 11 (general authority to issue shares for cash) will be proposed at the annual general meeting. The proposed
modifications extend the securities under the control of the directors to specifically include instruments which are or
may be compulsorily convertible into shares, and correct an error in respect of the maximum number of shares
proposed to be placed under the control of the directors of the company; insofar as such maximum number was
referenced as a percentage of the number of authorised but unissued shares of the company, whereas it should have
been referenced as a percentage of the number of issued shares of the company:
Ordinary Resolution Number 10: Placing the unissued ordinary shares under the control of the directors
“Resolved that, subject to the provisions of the Companies Act, the Memorandum of Incorporation and the JSE
Listings Requirements, up to a maximum of 485 048 878 authorised but unissued ordinary shares of no par
value, representing 10% of the issued shares as at the date of passing this resolution of the company, be and are
hereby placed under the control of the directors of the company until the next annual general meeting of the
company, with the authority to allot, issue and otherwise dispose of all or part thereof (including by way of the
issue of instruments which are or may be compulsorily convertible into shares of any class) at their discretion
to fund the acquisition of property assets and/or vendor consideration placings, as detailed in the JSE Listings
Requirements; provided that the maximum discount at which shares may be issued in terms of this authority is
5% of the weighted average traded price of such shares, measured over 30 business days prior to the date that
the price of the issue is agreed between the company and the party subscribing for the shares (or, in the case of
instruments which are or may be compulsorily convertible into shares of any class, the date that such
instruments are issued) adjusted for a dividend where the ex-date in respect of the dividend occurs during the
30-day period in question.”
Ordinary Resolution Number 11: General authority to issue shares for cash
“Resolved that, subject to the restrictions set out below and subject to the provisions of the Companies Act and
the JSE Listings Requirements, the directors of the company be and are hereby authorised, until this authority
lapses at the next annual general meeting of the company, provided that this authority shall not extend beyond
15 months, to allot and issue shares of the company for cash, on the following bases:
(a) The allotment and issue of shares for cash shall be made only to persons qualifying as ‘public
shareholders’, as defined in the JSE Listings Requirements, and not to ‘related parties’;
(b) The shares which are subject to the issue for cash must be of a class already in issue or, where this is not
the case, must be limited to such shares or rights as are convertible into a class already in issue;
(c) The total aggregate number of shares which may be issued for cash in terms of this authority may not
exceed 242 524 439 shares, being 5% of the company’s issued shares as at the date of notice of this
meeting. Accordingly, any shares issued under this authority prior to this authority lapsing shall be
deducted from the 242 524 439 shares the company is authorised to issue in terms of this authority for the
purpose of determining the remaining number of shares that may be issued in terms of this authority;
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(d) In the event of a subdivision or consolidation of shares prior to this authority lapsing, the existing
authority shall be adjusted accordingly to represent the same allocation ratio;
(e) The maximum discount at which shares may be issued is 5% of the weighted average traded price of such
shares measured over the 30 business days prior to the date that the price of the issue is agreed between
the company and the party subscribing for the shares (or, in the case of instruments which are or may be
compulsorily convertible into shares of any class, the date that such instruments are issued) adjusted for
a dividend where the ex-date in respect of the dividend occurs during the 30-day period in question; and
(f) After the company has issued shares for cash which represent, on a cumulative basis, within the period
that this authority is valid, 5% or more of the number of shares in issue prior to that issue, the company
shall publish an announcement containing full details of the issue, including the number of shares issued,
the average discount to the weighted average traded price of the shares over the 30 days prior to the date
that the issue is agreed in writing and an explanation, including supporting documentation (if any), of the
intended use of the funds.
The allotment and issue of shares for cash in terms of this authority includes the issue of instruments which are or
may be compulsorily convertible into shares, and any reference to the issue of shares in this authority specifically
includes the issue of any such convertible instruments.”
For shareholders’ ease of reference, an amended notice of annual general meeting reflecting the proposed
modifications, can be found on the company’s website at www.redefine.co.za.
9 February 2016
Sponsor
Java Capital
Date: 09/02/2016 08:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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