FAIRVEST PROPERTY HOLDINGS LIMITED - Provision Of Financial Assistance

Provision Of Financial Assistance

Fairvest Property Holdings Limited
Incorporated in the Republic of South Africa
(Registration Number: 1998/005011/06)
Share code: FVT
ISIN: ZAE000203808
(Approved as a REIT by the JSE)
(“Fairvest” or “the Company”)

PROVISION OF FINANCIAL ASSISTANCE

Fairvest shareholders are referred to Special Resolution Number 3, relating to the provision of direct or
indirect financial assistance in terms of section 45 of the Companies Act, No 71 of 2008 (“the Companies
Act”) to related or inter-related companies, which was approved at the annual general meeting of Fairvest
on 3 November 2015.

 Fairvest shareholders are notified in terms of section 45(5)(a) of the Companies Act, that on 16 March
2016 the board of directors of the Company (“the Board”) approved the provision of financial assistance
(“the Board Resolutions”), pursuant to the above shareholder approval, to the following newly-
incorporated subsidiaries of Fairvest:

    -   FPP Property Venture 103 Proprietary Limited (“FPP 103”)
            o Fairvest has granted financial assistance by way of a loan to FPP 103 in the amount of
               R55,000,000 in order to enable FPP 103 to purchase the Mainstream Acquisition as
               announced on SENS on 10 December 2015; and
            o Fairvest has granted further financial assistance by providing a guarantee of R64,500,000
               on behalf of FPP 103 in respect of bank loans raised; and

    -   Parow Valley Spar Proprietary Limited (“PVS”)
            o Fairvest has granted financial assistance by way of a loan to PVS in the amount of
               R10,000,000 in order to enable PVS to purchase the Parow Valley Spar Centre, Western
               Cape; and
            o Fairvest has granted further financial assistance by providing a guarantee of R8,6700,000
               on behalf of PVS in respect of bank loans raised.


The financial assistance provided, as detailed above, is greater than one-tenth of 1% of Fairvest’s net
worth as at the date of the Board Resolutions.

The Board further confirms that immediately after providing the above financial assistance, the Company
will continue to satisfy the solvency and liquidity test as contemplated in section 4 of the Companies Act,
that the terms and conditions of the financial assistance are fair and reasonable to the Company and that
there has been due compliance with the Company’s memorandum of incorporation.

30 March 2016

Cape Town

Sponsor: PSG Capital Proprietary Limited

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