SA CORPORATE REAL ESTATE FUND - Results of general meeting of SA Corporate Unitholders

Results of general meeting of SA Corporate Unitholders

SA CORPORATE REAL ESTATE FUND

(A portfolio forming part of SA Corporate Real Estate Trust Scheme, a Collective Investment Scheme in
property registered in terms of the Collective Investment Schemes Control Act, No. 45 of 2002
(“CISCA”))

(Approved as a REIT by the JSE Limited)
JSE share code: SAC ISIN: ZAE000083614
(“SA Corporate”)

Managed by SA Corporate Real Estate Fund Managers Limited
(Registration number 1994/009895/06)
(Incorporated in the Republic of South Africa)
(“the Manager”)

SA CORPORATE REAL ESTATE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2015/015578/06)
JSE share code: SAC ISIN: ZAE000203238
(“Newco”)




RESULTS OF GENERAL MEETING OF SA CORPORATE UNITHOLDERS (“UNITHOLDERS”)



1. Introduction

    Unitholders are referred to the announcement released on the Stock Exchange News Service of the
    JSE Limited (“JSE”) on 30 April 2015, regarding the posting of a circular (“Circular”) and notice of
    general meeting of Unitholders (“General Meeting”), and are hereby advised that at the General
    Meeting held on Friday, 29 May 2015, the resolution contained in the notice of General Meeting
    (relating to the proposed transaction whereby SA Corporate will be reconstituted to an internally
    managed corporate Real Estate Investment Trust (“REIT”) and listed on the JSE as Newco (the
    “Transaction”)), forming part of the Circular, was passed by the requisite majority of votes of
    Unitholders present in person or represented by proxy at the General Meeting.



2. Results of the general meeting

    Details of the results of voting at the General Meeting were as follows:

    Resolution                    Number of              Percentage                     For**          Against**        Abstained***
                                 Units voted              of Units in                      %                  %                   %
                                                              issue*
                                                                   %
    Approval of the           1 338 303 134                    66.24                   99.97                0.03                0.13
    Transaction

    *     Based on 2 024 162 410 Units in issue, less excluded Units of 3 795 561, at the date of the General Meeting
    **    In relation to the total number of Units voted at the General Meeting
    ***   In relation to the total number of Units in issue at the date of the General Meeting


3. Outstanding conditions precedent

    The Transaction is still subject to the fulfilment of the following conditions precedent by Friday, 26
    June 2015:

    (i)    the approval by SA Corporate's lenders regarding a syndicated loan to SA Retail Properties
           Proprietary Limited, secured by guarantees by SA Corporate and some of its fixed property
           companies;

    (ii)   the final approval of the Transaction by the Registrar of Collective Investment Schemes
           appointed in terms of CISCA; and

    (iii) suitable rulings being obtained from the Advance Tax Ruling Unit of the South African
          Revenue Service relating to certain aspects of the Transaction, including in respect of roll-over
          relief in terms of sections 42 and 44 of the Income Tax Act, no. 58 of 1962. The Manager shall
          have the discretion to waive the requirements in relation to the obtaining of such rulings or any
          part thereof, should it determine that such ruling or part thereof is no longer required.


Sandton

29 May 2015

Corporate Advisor and Transaction Sponsor
Investec Bank Limited

Attorneys, Tax and Competition Law Advisors
Cliffe Dekker Hofmeyr

Independent Reporting Accountants and Auditors
Deloitte & Touche

Sponsor
Nedbank Capital (a division of Nedbank Limited)

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