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Posting of Annual Report, No Change Statement, Notice of AGM & B-BBEE Compliance Reprt, Final Dividend Declaration 4
AREIT PROP LIMITED
Approved as a REIT
(Incorporated in the Republic of South Africa)
(Registration number 2021/837953/06)
("aReit Prop” or “the Company” or “the Group”)
ISIN Code: ZAE000306585 | JSE Code: APO
POSTING OF INTEGRATED ANNUAL REPORT, NO CHANGE STATEMENT, NOTICE OF ANNUAL
GENERAL MEETING (“AGM”) AND BROAD-BASED BLACK ECONOMIC EMPOWERMENT (“B-BBEE”)
ANNUAL COMPLIANCE REPORT
FINAL DIVIDEND DECLARATION NUMBER 4
No Change Statement
Shareholders are referred to the summary of the audited group financial results for the year ended
31 December 2022, as published on SENS and in the press on 30 March 2023 (“Results
Announcement”) and are advised that the Annual Financial Statements contain no modifications
to the information included in the Results Announcement.
The audit report contained one key audit matter around the valuation of the investment
properties, which was satisfactorily addressed. The audit opinion did not contain any
qualifications or modifications and is contained in the Annual Report and is also available for
inspection at the Company’s registered office.
Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of shareholders will be held at 10:00 on
Monday, 19 June 2023.
Posting of Integrated Annual Report
Shareholders are advised that the Company’s integrated annual report (“Annual Report”),
incorporating the audited financial statements of the Company for the year ended 31 December
2022 (“Annual Financial Statements”) and the notice of the AGM, will be distributed to
shareholders on or about 18 May 2023. The record date to determine which shareholders are
eligible to receive the Annual Report was Friday, 5 May 2023.
The record date to be eligible to vote at the AGM is Friday, 9 June 2023 and the last day to trade
is Tuesday, 6 June 2023. The Annual Report is also available on the Company’s website at
http://www.areitprop.co.za.
Electronic Participation by Shareholders
The AGM will be conducted entirely by electronic communication as contemplated in
Section 63(2)(a) of the Companies Act, 2008.
Shareholders or their proxies may only participate in the AGM by way of electronic participation.
Shareholders wishing to participate electronically are requested to contact Cidalina Rodrigues on
(011) 480 8500 by close of business on Friday, 9 June 2023 in order to obtain the telephone and
pin numbers required to enable them to participate.
Shareholders intending to participate in the AGM by electronic communication are reminded to
ensure that their forms of proxy nominating a representative who will be present at the AGM to
vote on their behalf, are sent through to the transfer secretaries, Computershare Investor Services
(Pty) Limited, Rosebank Towers, 15 Biermann Ave, Rosebank, Johannesburg, 2196 (Private Bag
X9000, Saxonwold, 2132) by no later than 09:00 on Thursday, 15 June 2023.
B-BBEE Annual Compliance Report
Shareholders are hereby notified that, in accordance with paragraph 16.21(g) and Appendix 1
to Section 11 of the JSE Listings Requirements, the Company’s 2022 annual compliance report,
issued in terms of section 13G(2) of the Broad-Based Black Empowerment Amendment Act No. 46
of 2013, is included in the Annual Report, which is available on the Company’s website noted
above.
Final Dividend Declaration
The Board is pleased to declare a final dividend (Dividend Number 4) of 9.60 cents per share in
relation to the year ended 31 December 2022 (Q3: 9.6471 cents per share (Q2: 9.64239 cents per
share and Q1: 10.70525 cents per share), which amounts to 100% of distributable profit. The
dividend is declared out of distributable reserves of the Group.
As the Company has REIT status, Shareholders are advised that the dividend meets the
requirements of a “qualifying distribution” for the purposes of section 25BB of the Income Tax Act
(No. 58 of 1962), as amended, (“Income Tax Act”). The dividend on the shares will be deemed to
be a dividend, for South African tax purposes, in terms of section 25BB of the Income Tax Act.
aReit Prop’s tax reference number is 9961778173. The number of ordinary shares which will be
eligible for the dividend at the declaration date is 100 000 000.
The salient dates for the dividend will be as follows:
Details 2023
Last date to trade "cum" dividend Tuesday, 6 June
Shares commence trading "ex" dividend Wednesday, 7June
Record date (date shareholders recorded in share register) Friday, 9 June
Payment date Monday, 12 June
Shareholders may not dematerialise or rematerialise their share certificates between Wednesday,
7 June 2023 and Friday, 9 June 2023, both dates inclusive.
TAX IMPLICATIONS
South African tax residents
The dividend received by or accrued to South African tax residents must be included in the gross
income of such Shareholders and will not be exempt from income tax (in terms of the exclusion to
the general dividend exception, contained in paragraph (aa) of section 10(1)(k)(i) of the Income
Tax Act) because it is a dividend distributed by a REIT.
The dividend is exempt from dividend withholding tax in the hands of South African tax resident
Shareholders, provided that the South African resident Shareholders provide the following forms
to the CSDP or broker in respect of uncertificated shares, or to the company, in respect of
certificated shares:
a) a declaration that the dividend is exempt from dividend tax; and
b) a written undertaking to inform the CSDP, broker or the company, should the
circumstances affecting the exemption change or the beneficial owner cease to be the
beneficial owner,
both in the form prescribed by the Commissioner for the South African Revenue Service.
Shareholders are advised to contact their CSDP, broker or the company to arrange for the
abovementioned documents to be submitted prior to payment of the dividend, if such
documents have not already been submitted.
Non-resident Shareholders
Dividends received by non-resident Shareholders will not be taxable as income and instead will
be treated as an ordinary dividend which is exempt from income tax in terms of the general
dividend exemption in section 10(1)(k)(i) of the Income Tax Act. Since 1 January 2014, any
dividend received by a non-resident from a REIT will be subject to dividend withholding tax at 20%,
unless the rate is reduced in terms of any applicable agreement for the avoidance of double
taxation (“DTA”) between South Africa and the country of residence of the shareholder
concerned. Assuming dividend withholding tax will be withheld at a rate of 20%, the net dividend
amount due to non-resident Shareholders is 7.68 cents per share.
A reduced dividend withholding rate in terms of the applicable DTA may only be relied on if the
non-resident shareholder has provided the following form to their CSDP or broker in respect of
uncertificated shares, or the Company, in respect of certificated shares:
a) a declaration that the dividend is subject to a reduced rate as a result of the application of
DTA; and
b) a written undertaking to inform their CSDP, broker or the company, should the circumstances
affecting the reduced rate change or the beneficial owner cease to be the beneficial owner,
both in the form prescribed by the Commissioner for the South African Revenue Service.
Non-resident Shareholders are advised to contact their CSDP, broker or the Company to arrange
for the abovementioned documents to be submitted prior to payment of the dividend, if such
documents have not already been submitted.
Cape Town
16 May 2023
Sponsor
AcaciaCap Advisors Proprietary Limited
Date: 16-05-2023 05:06:00
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