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Modification of special resolution number 1 proposed for adoption at the annual general meeting of Hyprop
HYPROP INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/005284/06)
JSE share code: HYP ISIN: ZAE000190724
JSE bond issuer code: HYPI
(Approved as a REIT by the JSE)
(“Hyprop” or the “Company”)
MODIFICATION OF SPECIAL RESOLUTION NUMBER 1 PROPOSED FOR ADOPTION AT THE ANNUAL GENERAL MEETING OF HYPROP
Shareholders are referred to Hyprop’s notice of annual general meeting which was distributed to shareholders on
27 October 2021 (the “AGM notice”), and in particular to special resolution number 1 proposing that a general
authority to repurchase Hyprop shares be granted to the Company or any of its subsidiaries.
Following feedback received from shareholders after the distribution of the AGM notice, Hyprop has decided to
decrease the maximum premium at which shares may be acquired in terms of paragraph 5 of special resolution
number 1, from ten percent to five percent.
Accordingly, Hyprop has modified special resolution number 1, as set out below, for shareholders to consider
and, if deemed fit, adopt with or without modification, at the annual general meeting.
SPECIAL RESOLUTION NUMBER 1: SHARE REPURCHASES
“Resolved that the Company or any of its subsidiaries be and are hereby authorised by way of a general
authority to acquire ordinary shares issued by the Company, in terms of sections 46 and 48 of the Companies
Act, and subject to the following provisions of the JSE Listings Requirements (as amended in respect of item 5
below):
1. Any acquisition of shares shall be implemented through the order book of the JSE and without prior
arrangement,
2. This general authority shall be valid until the Company’s next AGM, provided that it shall not extend
beyond 15 months from the date of passing of this special resolution,
3. The Company (or any subsidiary) is duly authorised by its MOI to do so,
4. Acquisitions of shares in the aggregate in any one financial year may not exceed 20% (or 10% in aggregate
where the acquisitions are effected by a subsidiary) of the Company’s issued ordinary share capital as at
the date of passing of this special resolution,
5. In determining the price at which shares issued by the Company are acquired by it or any of its subsidiaries
in terms of this general authority, the maximum premium at which such shares may be acquired will be 5%
of the weighted average of the market value per share on the JSE over the five business days immediately
preceding the repurchase of such shares,
6. At any point in time the Company (or any subsidiary) may appoint only one agent to effect repurchases on
its behalf,
7. Repurchases may not take place during a prohibited period (as defined in paragraph 3.67 of the JSE Listings
Requirements) unless a repurchase programme is in place (where the dates and quantities of shares to be
repurchased during the prohibited period are fixed) and full details thereof have been submitted to the JSE
in writing prior to commencement of the prohibited period,
8. An announcement will be published as soon as the Company or any of its subsidiaries have acquired shares
constituting, on a cumulative basis, 3% of the number of shares in issue prior to the granting of the
repurchase authority and for each 3% in aggregate acquired thereafter, containing full details of such
repurchases, and
9. The board of directors of the Company must resolve that the repurchase is authorised, the Company and its
subsidiaries have passed the solvency and liquidity tests, as set out in section 4 of the Companies Act, and
since those tests were performed, there have been no material changes to the financial position of the
Group.”
In order for special resolution number 1 to be adopted, at least 75% of the total number of votes exercised by
shareholders, present in person or by proxy, in favour of the resolution is required.
Shareholders are referred to the additional information and disclosures relating to special resolution number 1
contained in the AGM notice.
Reason for and effect of special resolution number 1
The reason for special resolution number 1 is to afford the directors of the Company (or a subsidiary of the
Company) general authority to effect a repurchase of the Company’s shares on the JSE. The effect of the
resolution will be that the directors will have the authority, subject to the JSE Listings Requirements and the
Companies Act, to effect repurchases of the Company’s shares on the JSE.
The annual general meeting will be held on Friday, 26 November 2021 at 11:00 am. The last day to trade in
order to be eligible to participate in and vote at the annual general meeting was Tuesday, 16 November 2021 and
the record date for voting purposes is Friday, 19 November 2021.
Shareholders are reminded that they can submit proxy forms, or withdraw proxy forms already given and submit
amended proxy forms, at any time prior to the voting on any resolution proposed at the annual general meeting.
18 November 2021
Sponsor
Java Capital
Date: 18-11-2021 05:10:00
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