DIPULA INCOME FUND LIMITED - Modification of resolution to be tabled at annual general meeting

Modification of resolution to be tabled at annual general meeting

DIPULA INCOME FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2005/013963/06)
JSE share code: DIA ISIN: ZAE000203378
JSE share code: DIB ISIN: ZAE000203394
(Approved as a REIT by the JSE)
(“Dipula” or “the company”)

MODIFICATION OF RESOLUTION TO BE TABLED AT ANNUAL GENERAL MEETING

Shareholders are advised that the company, after engagement with various institutional shareholders, has received written
requests from shareholders in terms of section 65(3) of the Companies Act that an additional resolution ("modification
resolution") be tabled for consideration at the annual general meeting to be held on 1 February 2018 (“AGM”). The modification
resolution, if approved by the shareholders at the AGM, will modify the resolution entitled “ordinary resolution number 7:
General authority to issue shares for cash” (“authority resolution”) of the notice of the AGM ("AGM notice"). The proposed
modifications to the authority resolution would (i) increase the maximum number of shares that may be issued in terms of the
authority resolution to 10% of the company’s issued shares from the 5% of the company's issued shares as contemplated in the
authority resolution in the AGM notice, and (ii) narrow the discount at which the shares may be issued from 10% of the 30-day
volume weighted average price (“VWAP”) to 5% of the 30-day VWAP.

If the modification resolution is approved by the shareholders, the authority resolution shall subsequently be tabled for
consideration by the shareholders with the applicable sections of the authority resolution modified to reflect the following
wording:
"c)    shares which are the subject of general issues for cash shall not exceed 21 919 704 A shares and 21 919 714 B shares,
       being 10% of the company’s A issued shares and 10% of the company’s B issued shares as at the date of notice of this
       annual general meeting, provided that:
             - any shares issued under this authority, prior to this authority lapsing, shall be deducted from the 21 919 704 A
                  shares and 21 919 714 B shares the company is authorised to issue in terms of this authority";

"d)    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 adjusted for a dividend where the “ex” date of the dividend occurs during the 30-
       business day period in question;"

Accordingly, at the meeting:
   - The modification resolution will be tabled and voted on prior to the tabling of the authority resolution.
   - If such modification resolution is adopted by the meeting, the authority resolution contained in the AGM notice will be
        tabled and voted in the modified format.

Shareholders are reminded that they can submit proxies or withdraw proxies already given, at any time up to the commencement
of the meeting.

26 January 2018


Sponsor
Java Capital

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