THE PIVOTAL FUND LIMITED - Results of scheme meeting

Release Date: 29/11/2016 17:40
Code(s): PIV
 
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Results of scheme meeting

THE PIVOTAL FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2005/030215/06)
JSE share code: PIV  ISIN: ZAE000196440
(“Pivotal”)


RESULTS OF SCHEME MEETING


Shareholders are referred to the announcements released on SENS on 31 October 2016, relating to the posting of circular
announcement and notice of scheme meeting, and 22 November 2016, relating to the update to the fulfilment of conditions
precedent to the scheme of arrangement, and are advised that all of the resolutions tabled at the scheme meeting held on
29 November 2016 were passed by the requisite majority of Pivotal shareholders.

Details of the results of voting at the scheme meeting are as follows:

-   total number of Pivotal shares that could have been voted at the scheme meeting: 329 187 661; and
-   total number of Pivotal shares that were present/represented at the scheme meeting: 278 980 506 being 85% of the total
    number of Pivotal shares that could have been voted at the scheme meeting.

Special resolution 1: Approval of the scheme in terms of sections 114 and 115, and section 44, of the Companies Act

Shares voted*                    For                                 Against                          Abstentions^

267 188 312                      241 292 815, being 90.30815%        25 895 497, being 9.69185%       11 792 194, being 3.58221%

Special resolution 2: Revocation of special resolution 1 if the scheme is not implemented and dissenting shareholders have
exercised appraisal rights under section 164 of the Companies Act

Shares voted*                    For                                 Against                          Abstentions^

267 188 312                      262 917 406, being 98.40154%        4 270 906, being 1.59846%        11 792 194, being 3.58221%

Special resolution 3: Amendment of Memorandum of Incorporation

Shares voted*~                   For                                 Against                          Abstentions^

267 188 312                      241 292 815, being 90.30815%        25 895 497, being 9.69185%       11 792 194, being 3.58221%

Special resolution 4: Remuneration of independent non-executive directors

Shares voted*                    For                                 Against                          Abstentions^

267 188 002                      253 720 656, being 94.95960%        13 467 346, being 5.04040%       11 792 504, being 3.58230%
*excluding abstentions
^ in relation to the shares that were present/represented at the scheme meeting
~includes the votes of the series 1A B preference shareholders and series 1B B preference shareholders

As the scheme has been approved by a majority of Pivotal shareholders, the other outstanding conditions precedent to the scheme,
referred to in the announcement released on SENS on 22 November 2016, remain unfulfilled. Further announcements will be
made regarding the fulfilment of the outstanding conditions precedent to the scheme upon fulfilment thereof.

The CEO of Pivotal, Jackie van Niekerk, commented: “We are grateful for the support received from our shareholders. Upon the
successful conclusion of this transaction, Pivotal shareholders will convert to a REIT structure and receive Redefine Properties
Limited and Echo Polska Properties N.V. shares. Once implemented, Pivotal shareholders will benefit from bi-annual income
distributions, exposure to hard currency earnings, enhanced liquidity as well as continued exposure to Pivotal’s existing portfolio
of A-grade properties.”

29 November 2016


Sponsor
Java Capital

Legal advisor to Pivotal
enSAFRICA
Date: 29/11/2016 05:40:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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