EMIRA PROPERTY FUND LIMITED - Notice of general meeting

Notice of general meeting

Emira Property Fund Limited
(Incorporated in the Republic of South Africa)
Registration number: 2014/130842/06
JSE share code: EMI ISIN: ZAE000203063
(Approved as a REIT by the Johannesburg Stock Exchange)
(“Emira” or “the Company”)

NOTICE OF GENERAL MEETING

Emira wishes to advise shareholders that a notice of general meeting
("notice"), is being distributed today, 15 December 2016. The purpose
of the notice is to furnish shareholders with information relating
to the proposed special resolution, as discussed below, and to convene
a general meeting, due to be held on Monday, 23 January 2017.

Purpose of the general meeting
On 12 August 2011 Emira established a ZAR5 000 000 000 Domestic Medium
Term Note (“DMTN”) Programme (“The Programme”). Under The Programme
Emira is able to issue both secured and unsecured notes.
    
The current security structure for the secured notes issued under
The Programme caters only for properties owned by Freestone Property
Investments Proprietary Limited (“FPI”), a wholly owned subsidiary of
Emira, to be included as security for secured notes. Emira wishes to
amplify the security structure to cater for properties owned by Emira
itself and by other subsidiaries of Emira, to be provided as security
for secured notes.
    
Section 44 of the Companies Act, 2008 as amended (“the Act”) deals with
the provision of financial assistance by way of, inter alia, the provision
of security e.g. a mortgage bond in connection with the issue of securities.
The issue of the notes in terms of The Programme falls within the definition
of securities under the Companies Act 71 of 2008 (“Companies Act”). It is,
therefore, necessary to obtain approval from Emira shareholders to permit
the provision of security, e.g. by way of mortgage bonds, for the current
and future DMTN note issuances.
    
The purpose of the general meeting is to consider and, if deemed fit, to
pass, with or without modification, the special resolution required to
authorise the provision of financial assistance in terms of Section 44
of the Companies Act.
    
Notice of general meeting
Notice is hereby given that a general meeting of shareholders of Emira
(“general meeting”) will be held (subject to any adjournment, postponement
or cancellation) at the offices of the Company at 1st Floor, Optimum
House, Epsom Downs Office Block, 13 Sloane Street, Bryanston, at 11:00 on
Monday, 23 January 2017.
    
Bryanston
15 December 2016

Sponsor
Rand Merchant Bank (A division of First Rand Bank Limited)

Date: 15/12/2016 08:30:00 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.