TRANSCEND RESIDENTIAL PROPERTY FUND LIMITED - Amendment to ordinary resolution and withdrawal of special resolution

Amendment to ordinary resolution and withdrawal of special resolution

TRANSCEND RESIDENTIAL PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
Registration number 2016/277183/06
JSE Code: TPF ISIN: ZAE000227765
(Approved as a REIT by the JSE)
(“Transcend” or “the Company”)

Amendment to ordinary resolution and withdrawal of special resolution

Introduction
Transcend shareholders are referred to the notice of annual general meeting (“AGM”) distributed on
30 April 2019 and in particular to ordinary resolution number 4 and special resolution number 4 relating to
the general authority to issue shares for cash and the general authority to repurchase shares, respectively.

Following feedback from shareholders, and in order to further enhance good corporate governance,
Transcend has decided to:

    -   Amend ordinary resolution number 4, relating to the general authority to issue shares, by limiting
        the number of shares issued for cash to a maximum of 10% of the Company’s listed ordinary shares
        (excluding treasury shares); and
    -   Withdraw special resolution number 4 relating to the general authority to repurchase shares.

The withdrawal of special resolution number 4 from the AGM does not affect the validity of any form of
proxy already submitted or to be submitted in respect of all other resolutions to be presented at the AGM.

Revised ordinary resolution number 4
Transcend has decided to amend the number of shares issued for cash to a maximum of 10% of the
Company’s listed ordinary shares. As a result of the proposed amendment, the revised ordinary resolution
4 will read as follows:

“To authorise the directors of the Company, in accordance with the MOI, the Companies Act and the JSE
Listings Requirements, to allot and issue for cash, as and when deemed fit, the ordinary shares in the
authorised but unissued share capital of the Company, subject to the following conditions:

- the authority is valid until the Company’s next annual general meeting, provided that it will not extend
  beyond 15 (fifteen) months from the date that this authority is given;
- the ordinary shares which are the subject of the issue for cash must be of a class already in issue, or
  where this is not the case, must be limited to such securities or rights that are convertible into or
  represent options in respect of a class already in issue;
- any such issue will only be made to ‘public shareholders’ as defined in the JSE Listings Requirements
  and not to related parties;
- the number of shares issued for cash will not in aggregate exceed 10% (ten percent) of the Company’s
  listed ordinary shares (excluding treasury shares) as at date of the notice of this AGM, such number
  being 13 089 479 ordinary shares (excluding treasury shares) in the Company’s issued share capital;
- any ordinary shares issued under this authority during the period of its validity must be deducted from
  the above number of ordinary shares and the authority shall be adjusted accordingly to represent the
  same allocation ratio on the event of a subdivision or consolidation of ordinary shares during the same
  period;
- the maximum discount permitted at which ordinary shares may be issued is 10% (ten percent) of the
  weighted average traded price on the JSE of those shares over the 30 (thirty) business days prior to the
  date that the price of the issue is agreed between the Company and the party subscribing for the shares;
  and
- an announcement giving full details of the issue, will be published at the time of any issue representing,
  on a cumulative basis as contemplated in paragraph 5.50(b) of the JSE Listings Requirements, 5% (five
  percent) or more of the number of the shares in issue prior to the issue.

In terms of the JSE Listings Requirements, the percentage of voting rights required to pass this ordinary
resolution is at least 75% (seventy five percent) of the voting rights exercised in favour of the resolution by
all members present or represented by proxy at the AGM.

Explanatory note: The reason for proposing ordinary resolution number 4 is that the directors consider it
advantageous to have the authority to issue ordinary shares for cash in order to enable the Company to
take advantage of any business opportunity which might arise in the future.”

Details of AGM
Shareholders are reminded that the AGM will be held at 54 Peter Place, Peter Place Office Park, Block C,
Cardiff House, Bryanston, Johannesburg on Thursday, 30 May 2019 at 14:00.


Bryanston
29 May 2019

Designated Advisor
Questco Corporate Advisory Proprietary Limited

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