notice of general meeting of shareholders€¦ · note: 1. all dates and ... “pro forma...

DIPULA INCOME FUND LIMITED(Registration number 2005/013963/06)

JSE share code: DIA ISIN: ZAE000203378JSE share code: DIB ISIN: ZAE000203394

(Approved as a REIT by the JSE)(“Dipula” or “the company”)

NOTICE OF GENERAL MEETING OF SHAREHOLDERS

Notice is hereby given that a general meeting of Dipula shareholders will be held at Block B Dunkeld Park, 6 North Road, Dunkeld West, Johannesburg on Thursday, 14 December 2017, for the purpose of considering and, if deemed fit, passing with or without modification, the resolutions set out below.

In terms of section 62(3)(e) of the Companies Act:

• a shareholder who is entitled to attend and vote at the general meeting is entitled to appoint a proxy or two or more proxies to attend, participate in and vote at the general meeting in the place of the shareholder;

• a proxy need not be a shareholder of the company; and

• shareholders recorded in the register of the company on the voting record date (including shareholders and their proxies) are required to provide reasonably satisfactory identification before being entitled to attend or participate in the general meeting. In this regard, all shareholders recorded in the register on the voting record date will be required to provide identification satisfactory to the chairman of the general meeting. Forms of identification include valid identity documents, driver’s licences and passports.

The resolutions set out in this notice of general meeting are all inter-conditional and are further each subject to the fulfilment or, if applicable, waiver of the conditions precedent to the transaction, as set out in paragraph 3.2 of the notice, save for any such condition precedent relating to the passing of such resolution.

SALIENT DATES AND TIMES

2017

Record date for receipt of notice of the general meeting Friday, 10 NovemberLast day to trade in order to be eligible to participate in and vote at the general meeting Tuesday, 5 DecemberRecord date for purposes of voting at the general meeting (“voting record date”) Friday, 8 DecemberGeneral meeting held at 10:00 Thursday, 14 DecemberResults of the general meeting announced on SENS Thursday, 14 DecemberResults of the general meeting published in the press Friday, 15 December

Note:

1. All dates and times in this notice are local dates and times in South Africa and are subject to change. Any changes will be announced on SENS and published in the press.

1

DEFINITIONS AND INTERPRETATION

In this notice and the annexure hereto, unless the context indicates otherwise, references to the singular include the plural and vice versa, words denoting one gender include the others, expressions denoting natural persons include juristic persons and associations of persons and vice versa, and the words in the first column have the meanings stated opposite them in the second column, as follows:

“30-day VWAP” 30-day volume weighted average price per share;

““A” share” an “A” ordinary share of no par value in the share capital of Dipula;

““A” shareholder” the holder of an “A” share;

“acquisition cost” the aggregate acquisition cost in the amount of R142 000 000.00;

“asset manager” or “DAMT” The Dipula Asset Management Trust (Master’s reference No. IT8900/06);

“asset management agreement” or “AMA”

the agreement entered into between Dipula and DAMT on 11 August 2011, in respect of asset management of the Dipula portfolio;

“audited accounts” the signed audited financial statements of the asset manager as at and in respect of the financial period ended 28 February 2017;

““B” share” a “B” ordinary share of no par value in the share capital of Dipula;

““B” shareholder” the holder of a “B” share;

“board” or “directors” or “board of directors”

the board of directors of Dipula as set out on page 4 of this notice;

“business day” any day other than a Saturday, Sunday or official public holiday in South Africa and in the event that a day referred to in terms of this notice should fall on a day which is not a business day, the relevant date will be extended to the next succeeding business day;

“cash consideration” R49 700 003.65;

“certificated shareholders” shareholders who hold certificated shares;

“certificated shares” shares which have not been dematerialised into the Strate system, title to which is represented by a share certificate or other physical documents of title;

“Companies Act” the Companies Act, No.71 of 2008;

“company secretary” the company secretary of Dipula;

“conditions precedent” the conditions precedent to which the transaction is subject, as set out in paragraph 3.2;

“consideration shares” 9 139 477 “B” shares, being equivalent of R92 299 996.35 calculated using the 30-day VWAP at the effective date;

“CPI” Consumer Price Index as published monthly by Statistics South Africa;

“CSDP” a Central Securities Depository Participant, as defined in the Financial Markets Act, appointed by a shareholder for purposes of, and in regard to, dematerialisation and to hold and administer dematerialised shares or an interest in dematerialised shares on behalf of a shareholder;

“dematerialise” or “dematerialisation”

the process whereby certificated shares are replaced by electronic records of ownership under Strate and recorded in the sub-register of shareholders maintained by a CSDP or broker;

“dematerialised shareholders” shareholders who hold dematerialised shares;

“dematerialised shares” shares which have been incorporated into the Strate system, title to which is not represented by share certificates or other physical documents of title;

2

“Dijalo” Dijalo Asset Management Proprietary Limited, (Registration number 2005/003072/07), a limited liability private company duly incorporated in the Republic of South Africa;

“Dipula” or “the company” Dipula Income Fund Limited (Registration number 2005/013963/06), a limited liability public company duly incorporated in South Africa, the issued shares of which are listed on the JSE and its registered address at Block B Dunkeld Park, 6 North Road, Dunkeld West, Johannesburg, 2196;

“Dipula directors” or“board of directors”

the board of directors of Dipula;

“documents of title” share certificates, certified transfer deeds, balance receipts and any other documents of title to shares;

“ disposal of beneficiary interests agreement” or

“transaction agreement”

the disposal of beneficiary interests agreement entered into between Dipula, DAMT and the vendors on 20 October 2017, in respect of the internalisation and in terms whereof 100% of the investment units of DAMT shall be disposed of by the vendors to Dipula;

“practical effective date” 1 September 2017;

“enterprise value” the aggregate of Dipula’s market capitalisation and borrowings;

“Financial Markets Act” the Financial Markets Act, No. 19 of 2012;

“financial year” the financial year of Dipula, ending on 31 August;

“general meeting” the general meeting of Dipula shareholders to be held at 10:00 on Thursday, 14 December 2017 at Block B Dunkeld Park, 6 North Road, Dunkeld West, Johannesburg, for the purpose of considering and, if deemed fit, passing the resolutions set out in this notice;

“implementation date” the date on which the transaction will be implemented, being the fifth business day following the fulfilment or waiver of the last of the conditions precedent;

“independent expert” or “Mazars” Mazars Corporate Finance Proprietary Limited (Registration number 2003/029561/07), a limited liability private company duly incorporated in South Africa, acting as independent expert and appointed to provide external advice to the independent board and Dipula shareholders in relation to the transaction and its registered address at Mazars House, Rialto Road, Grand Moorings Precinct, Century City, 7441;

“investment units” a unit entitling the holder thereof to:• a pro rata share of the net income of the asset manager from time to time; and

• a pro rata share of the capital of the asset manager, consisting of assets or funds held from time to time as capital assets and administered by the trustees for the time being of the asset manager;

“JSE” the Johannesburg Stock Exchange, the exchange operated by the JSE Limited (Registration number 2005/022939/06), a public company duly incorporated in South Africa, and licensed to operate as an exchange under the Financial Markets Act;

“JSE Listings Requirements” the Listings Requirements published by the JSE from time to time;

“MAP” Mergence Africa Properties Proprietary Limited, (Registration number 2005/005391/07), a limited liability private company duly incorporated in the Republic of South Africa;

“notice” this notice of general meeting to Dipula shareholders dated 15 November 2017, including all annexures and the form of proxy;

“ “own name” dematerialised shareholders”

dematerialised shareholders who/which have elected “own name” registration;

“press” the Business Day newspaper;

“pro forma accounts” the unaudited pro forma balance sheet of the asset manager as at the effective date;

“R” or “Rand” or “ZAR” South African Rand, the lawful currency of South Africa;

3

“REIT” a Real Estate Investment Trust, being an entity that receives REIT status in terms of the JSE Listings Requirements and qualifies as such in terms of the Income Tax Act, No. 58 of 1962;

“register” the securities register of the company;

“SENS” the Stock Exchange News Service of the JSE;

“shareholders” or“Dipula shareholders”

collectively, “A” shareholders and “B” shareholders, or either of them, as the context may require;

“shares” or “Dipula shares” collectively, “A” shares and “B” shares, or either of them, as the context may require;

“small related party acquisition” an acquisition from a related party of which the consideration payable is or is anticipated to constitute less than or equal to 5%, but exceed 0.25% of the market capitalisation of the company, as contemplated in the JSE Listings Requirements;

“Strate” Strate Proprietary Limited (Registration number 1998/022242/07), a limited liability private company duly incorporated in South Africa, which is licensed to operate in terms of the Financial Markets Act and responsible for the electronic settlement system used by the JSE;

“internalisation” or “transaction” the effective internalisation of Dipula’s asset management function through the disposal of 100% of the investment units held by the vendors in the asset manager to Dipula, in respect of which Dipula will incur the acquisition cost, with effect from the practical effective date;

“transfer secretaries” or“Link Market Services”

Link Market Services South Africa Proprietary Limited (Registration number 2000/007239/07), a limited liability private company duly incorporated South Africa, full details of which are set out in the Corporate Information section;

“VAT” value added tax as defined in the Value Added Tax Act, No. 89 of 1991;

“vendors” the beneficiaries of the asset manager being Dijalo and MAP;

“vendors’ proportions” the proportions in which the vendors hold the investment units, being in respect of:• Dijalo, 50%; and

• MAP, 50%;

“voting record date” the business day on which shareholders must be recorded in the register in order to participate in and vote at the general meeting;

4




Directors

Zanele Matlala (Independent Non-executive Chairman)Izak Petersen (Chief Executive Officer)Ridwaan Asmal (Financial Director)Saul Gumede (Executive Director)Brian Azizollahoff (Independent Non-executive Director)Younaid Waja (Independent Non-executive Director)Eltie Links (Independent Non-executive Director)Syd Halliday (Independent Non-executive Director)

NOTICE OF GENERAL MEETING TO DIPULA SHAREHOLDERS

1. INTRODUCTION

1.1 Dipula owns a sectorally and geographically diversified portfolio valued at approximately R7 billion, including retail, industrial and offices in all nine provinces of South Africa. Dipula shares trade under JSE share codes DIA and DIB. The “A” shares are entitled to a preferred dividend with a growth rate calculated at lower of 5% and CPI while the “B” shares receive the remaining net dividend declared.

1.2 As announced on SENS on 16 October 2017, Dipula has entered into the transaction agreement, in terms of which Dipula will internalise its asset management function through the disposal of 100% of the investment units held by the beneficiaries of DAMT (being the vendors) to Dipula. The acquisition cost to be incurred by Dipula will comprise of the issue of “B” shares for the equivalent of R92 299 996.35 and a cash payment of R49 700 003.65, as more fully described in paragraph 3;

1.3 The purpose of this notice is to:

1.3.1 provide Dipula shareholders with information relating to the transaction and the manner in which it will be implemented, so as to enable shareholders to make an informed decision as to whether or not they should vote in favour thereof; and

1.3.2 give notice convening the general meeting at which the resolutions necessary to approve and implement the transaction, as more fully detailed in this notice, will be considered and, if deemed fit, approved with or without modification.

1.4 The transaction, if implemented, will constitute a small related party acquisition in terms of the JSE Listings Requirements and the requisite fairness opinion has been included as Annexure 1 of this notice.

2. RATIONALE FOR THE TRANSACTION

2.1 The primary rationale for internalising the management function of Dipula is to better align the interests of management and shareholders in line with international best practice.

2.2 In addition to the above, the following factors support the internalisation:

5

2.2.1 The saving as a result of the internalisation as determined with reference to DAMT’s budget for the period ending 31 August 2018 is approximately R15 million which the board expects to be marginally accretive from a dividend per share perspective in the short term. The accretive effect would become more material in the medium to long term as Dipula grows, which is not unrealistic having regard to its executable short- to medium-term acquisition pipeline.

2.2.2 The consideration shares and management shares issued to incumbent management will be “B” shares:

2.2.2.1 which enhances alignment and effective management incentivisation in that the “B” shares represent more leveraged exposure to the equity performance of Dipula;

2.2.2.2 which are the more illiquid of Dipula’s two share classes in issue. The illiquidity of both of Dipula’s share classes is, in the board’s view, a factor that Dipula and its management should seek to address for the benefit of existing and prospective shareholders; and

2.2.2.3 the issuance of “B” shares creates additional capacity to issue “A” shares as a source of capital, if required.

2.2.3 The inflexibility and entrenched nature of external management is an impediment to corporate action.

2.2.4 The original rationale for an external management function was that it would be advantageous regarding dealings with empowerment sensitive tenants. This has ceased to be of much relevance to Dipula as a result of:

2.2.4.1 a reweighting of Dipula’s portfolio to retail; and

2.2.4.2 reduced emphasis on empowered external managers by empowerment sensitive tenants with more holistic ownership and management criteria expected to be applied going forward.

3. MECHANICS OF THE TRANSACTION

Dipula has entered into the transaction agreement with the vendors and asset manager whereby the vendors will dispose of 100% of the units held by the vendors in the asset manager to Dipula with effect from the practical effective date. The acquisition cost will be settled as set out in paragraph 3.1 below, with practical effect from 1 September 2017.

As a consequence of the internalisation, all of Dipula’s executive management and key staff will either be formally employed by the asset manager or render services to the asset manager. More specifically the transaction will be implemented as follows:

3.1 Acquisition cost

The acquisition cost will be settled on the implementation date as follows:

3.1.1 Consideration shares

The allotment and issue of 9 139 477 “B” shares, being equivalent to R92 299 996.35 (65% of aggregate consideration) issued at the 30-day VWAP of “B” ordinary shares as at the practical effective date.

3.1.2 Cash consideration

R49 700 003.65 (35% of aggregate consideration).

Interest of 9,5% will be earned on the acquisition cost for the period between the practical effective date and the implementation date, and will be payable on the implementation date, in cash.

3.2 Conditions precedent

The internalisation remains subject to Dipula shareholders approving the issue of shares to related party vendors by way of special resolution passed in terms of section 41(1) of the Companies Act.

3.3 Elections pertaining to consideration shares

The consideration shares received by the vendors upon implementation of the internalisation will be subject, at the election of the vendor, to either:

3.3.1 a restriction on trading the consideration shares for a period of two years from the effective date (“lock-in election”); or

6

3.3.2 the entering into an arrangement whereby:

3.3.2.1 all consideration shares not subject to the lock-in election will be placed in a pool administered by a broker or CSDP nominated by the board (the “pool administrator”);

3.3.2.2 the pool administrator will sell shares in the pool on the instruction of vendors under a responsible dealing mandate which will include restrictions on the sale of shares to competitors and a maximum discount of 5% to the 30-day volume weighted average price; and

3.3.2.3 the proceeds of the share sales will be distributed to vendors on settlement of trades.

3.4 Other material terms

3.4.1 As compensation for the contracted minimum employment period and undertaking the lock-in election in respect of their respective entitlement to consideration shares, it is proposed to award Izak Petersen and Ridwaan Asmal a fully funded, one-off issue of 792 154 Dipula B ordinary shares equivalent to c. R6 000 000 and c. R2 000 000 respectively (the “management shares”) based on the 30-day VWAP as at the practical effective date.

3.4.2 Interest of 9.5% will be earned on the abovementioned issue prices of the management shares for the period between the effective date and the implementation date, and will be payable on the implementation date, in cash.

3.4.3 On implementation of the internalisation Saul Gumede will retire from his position as a director of Dipula.

3.4.4 The agreement in respect of the internalisation contains warranties and indemnities which are normal for an acquisition of this nature, including:

3.4.4.1 The actual expenditure of the asset manager for the 2018 financial year will not materially vary from the projected expenditure in the asset manager’s 12-month projected budget commencing on the effective date; and

3.4.4.2 The asset manager does not have any liabilities (whether actual, or contingent) other than:

3.4.4.2.1 those liabilities which are brought to account or fully provided for in the pro forma accounts prepared as at the effective date and in the case of contingent liabilities referred to by way of appropriate notes in the pro forma accounts; and

3.4.4.2.2 liabilities incurred in the normal and ordinary course of its business during the period from the date to which the audited accounts prepared for the period ending on the effective date, and brought to account or fully provided for in the pro forma accounts and in the case of contingent liabilities referred to by way of appropriate notes in the pro forma accounts.

3.5 Sources of funding

The cash consideration, and accrued interest as contemplated in paragraphs 3.1 and 3.4.2 above, will be funded through cash resources and/or debt facilities.

4. DETERMINATION OF THE ACQUISITION COST

4.1 In terms of the AMA, Dipula is entitled to internalise its asset management function through the exercise of an option to acquire the asset manager on 12 months written notice, which notice may not be given within the first six years of the commencement date of the asset management agreement. The option became exercisable on 11 August 2017. Should the option be exercised, the acquisition cost payable for the asset manager would be the equivalent of fair market value as agreed by the parties or, failing agreement, as determined by an independent merchant bank.

4.2 In order to effect the internalisation without the delay of a 12-month notice period, it is proposed to be implemented not as provided for in terms of the asset management agreement, but in terms of an arm’s length agreement, with the acquisition cost payable for the asset manager to be fair value as agreed by the parties and confirmed by an independent expert.

7

4.3 As a basis for the agreement of the acquisition cost, the parties considered the following:

4.3.1 an initial valuation of the asset manager in terms of the formula contained in the asset management agreement applicable in the event of termination by Dipula of the asset management agreement. The calculation is essentially the present value of future management fees with the following key inputs as prescribed in terms of the asset management agreement:

4.3.1.1 a base monthly management fee determined with reference to the fee formula of 0.3% of Dipula’s aggregate market capitalisation and total borrowings;

4.3.1.2 the base management fee grown over the termination period in line with the annual average growth rate in Dipula’s aggregate market capitalisation and borrowings for the 36-month period preceding the termination date;

4.3.1.3 the tenor of the forecasted management fees is calculated as a period of three years plus the remaining period of the first seven years of the agreement; and

4.3.1.4 the discount factor as determined with reference to the 10-day volume weighted average price for both the Dipula A and Dipula B shares as well as the budgeted 12-month forward distribution per share.

4.3.2 a comparison to precedent transactions within the sector; and

4.3.3 a calculation of the impact of the internalisation on the forward distribution per share which indicated that the internalisation would be marginally accretive.

4.4 It is the view of the Dipula board of directors that implementing the internalisation in terms of an arms-length agreement at this stage, rather than through the exercise of the option granted in terms of the asset management agreement, which is subject to a 12-month notice period, allows Dipula to benefit from the expected savings detailed under paragraph 2.2.1 of this notice and also caters for any potential material increase in share price or conclusion of any material acquisition by Dipula during the notice period, which would likely result in an acquisition cost that is dilutive to shareholders.

4.5 In considering the proposed acquisition cost for the internalisation, the Dipula board of directors has taken into account the proposed award of the management shares as additional value in the amount of R8 000 000 and considers the aggregate of the internalisation price and the management shares to be fair and reasonable in the circumstances.

4.6 The independent expert has evaluated the fairness of the internalisation and allocation of the management shares as a composite transaction and found it to be fair to Dipula shareholders.

5. DIRECTORS’ INTERESTS

5.1 Directors’ interests in Dipula shares

5.1.1 Set out below are the interests of directors of Dipula in Dipula A shares as at 31 October 2017. Direct and indirect beneficial interests are disclosed. In addition, interests of associates of directors, where such director has no beneficial interest, are separately disclosed (this relates principally to the holdings of spouse and minor children).

DirectorDirect

beneficialIndirect

beneficialTotal

shares held% of

A shares% of

total shares

NS Gumede – 320 695 320 695 0.1 0.1IS Petersen 1 000 1 065 612 1 066 612 0.5 0.2Y Waja 20 000 – 20 000 – –

Total 21 000 13 863 078 14 073 078 0.6 0.3

8

5.1.2 Set out below are the interests of directors of Dipula in Dipula B shares as at 31 October 2017. Direct and indirect beneficial interests are disclosed. In addition, interests of associates of directors, where such director has no beneficial interest, are separately disclosed.

DirectorDirect

beneficialIndirect

beneficialTotal

shares held% of

A shares% of

total shares

NS Gumede – 12 285 233 12 285 233 5.6 2.8IS Petersen 66 667 12 088 552 12 155 219 5.6 2.8Y Waja 22 500 – 22 500 – –

Total 89 167 24 373 785 24 462 952 11.2 5.6

5.2 Directors’ interests in transactions

Save in respect of the directors’ interests in Dipula shares, as set out in paragraph 5.1 above and the executives entitled to consideration shares in terms of the transaction:

5.2.1 no director of Dipula will benefit, directly or indirectly, in any manner as a consequence of the implementation of the transaction; and

5.2.2 no director of Dipula has or had any material beneficial interest, direct or indirect, in transactions that were effected by Dipula during the current or immediately preceding financial year or during an earlier financial year and which remain in any respect outstanding or unperformed.

6. EXECUTIVE EMOLUMENTS

6.1 Izak Petersen (CEO)

In terms of the service agreement entered into between the asset manager and Mergence Africa Holdings Proprietary Limited (the “service provider”), the asset manager will pay as consideration for the services a fixed fee of R353 333.33 per month and the service provider may receive a discretionary annual performance incentive dependent on the performance of the service provider and Dipula. Izak Petersen shall be the designated person to provide the agreed services to Dipula.

6.2 Ridwaan Asmal (Financial Director)

The annual cost to company of the remuneration package amounts to R2 124 770.00 excluding any bonuses which would be dependent on personal and company performance.

The Dipula remuneration committee will determine the required thresholds for the performance incentives post the implementation of the internalisation.

7. CATEGORISATION

7.1 The internalisation constitutes a small related party transaction in terms of section 10.7 of the JSE Listings Requirements and accordingly does not require approval of shareholders.

7.2 Pursuant to the internalisation, consideration shares will be issued to Izak Petersen, Saul Gumede, Ridwaan Asmal and Jujdeeshin Junkoon or persons related to them. The issue of the consideration shares pursuant to the proposed internalisation accordingly constitutes an issue of shares to (i) a director and/or a prescribed officer of Dipula, as contemplated in section 41(1)(a) of the Companies Act and (ii) a person(s) related or inter-related to a director and/or prescribed officer of Dipula, as contemplated in section 41(1)(b), read with section 2, of the Companies Act, which issue requires the approval of shareholders of Dipula shareholders.

7.3 Moreover, the proposed allocation of management shares constitutes an issue of shares to directors of Dipula, as contemplated in section 41(1)(a) in the Companies Act, which issue requires the approval of shareholders of Dipula shareholders.

9

8. DIRECTORS’ RESPONSIBILITY STATEMENT

The members of the independent board, whose names are given on page 4 of this notice, collectively and individually, and in respect of only the information included in this notice:

8.1 accept full responsibility for the accuracy of the information given and certify that to the best of their knowledge and belief there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made; and

8.2 certify further that to the best of their knowledge and belief the information is true and does not omit anything likely to affect the importance of the information.

9. OPINION AND RECOMMENDATION

9.1 The independent board, following due consideration of, inter alia, the report of the independent expert set out in Annexure 1, is of the opinion that the transaction is beneficial to Dipula shareholders and, accordingly, recommends that Dipula shareholders vote in favour of the resolutions to be proposed at the general meeting. The board is not aware of any factors that are difficult to quantify, or that are unquantifiable, and accordingly no such factors have been taken into account in forming its opinion.

9.2 Those members of the independent board that hold a beneficial interest in Dipula shares intend voting in favour of the transaction and all resolutions to be proposed at the general meeting.

10

RESOLUTIONS

SPECIAL RESOLUTION 1: ISSUE OF SHARES TO DIRECTORS OR PRESCRIBED OFFICERS OR THEIR RELATED PARTIES IN TERMS OF INTERNALISATION

“Resolved that, subject to the adoption of Special Resolution 2 and Special Resolution 3, and in terms of section 41(1) of the Companies Act, the issue of the consideration shares to Izak Petersen, Saul Gumede, Ridwaan Asmal and Jujdeeshin Junkoon or persons related to them, pursuant to the implementation of the internalisation, be and is hereby authorised.”

In order for Special Resolution 1 to be adopted, the support of at least 75% of the voting rights exercised on the resolution by shareholders, present in person or by proxy at the general meeting, is required. Only shareholders reflected on the register as such on the voting record date are entitled to vote on Special Resolution 1.

Reason and effect

The issue of the consideration shares to Izak Petersen, Saul Gumede, Ridwaan Asmal and Jujdeeshin Junkoon or persons related to them, in terms of the internalisation, constitutes the issue of shares to (i) a director and/or a prescribed officer of Dipula, as contemplated in section 41(1)(a) of the Companies Act and (ii) person(s) related or inter-related to Dipula, as contemplated in section 41(1)(b), read with section 2, of the Companies Act. Accordingly, such issue of shares is required to be approved by a special resolution of Dipula shareholders. The effect of Special Resolution 1 will be that Dipula is authorised to issue the consideration shares to the aforementioned persons as contemplated in the disposal of beneficiary interests agreement.

SPECIAL RESOLUTION 2: ISSUE OF SHARES TO IZAK PETERSEN IN TERMS OF THE ALLOCATION OF MANAGEMENT SHARES

“Resolved that, subject to the adoption of Special Resolution 1 and Special Resolution 3, and in terms of section 41(1) of the Companies Act, the issue of the management shares to Izak Petersen pursuant to the allocation of the management shares, be and is hereby authorised.”


Reason and effect

The issue of the consideration shares to Izak Petersen constitutes the issue of shares to a director of Dipula, as contemplated in section 41(1) of the Companies Act. Accordingly, such issue of shares is required to be approved by a special resolution of Dipula shareholders. The effect of Special Resolution 2 will be that Dipula is authorised to issue to Izak Petersen his applicable proportion of the management shares.

SPECIAL RESOLUTION 3: ISSUE OF SHARES TO RIDWAAN ASMAL IN TERMS OF THE ALLOCATION OF MANAGEMENT SHARES

“Resolved that, subject to the adoption of Special Resolution 1 and Special Resolution 2, and in terms of section 41(1) of the Companies Act, the issue of the management shares to Ridwaan Asmal pursuant to the allocation of the management shares, be and is hereby authorised.”


Reason and effect

The issue of the consideration shares to Ridwaan Asmal constitutes the issue of shares to a director of Dipula, as contemplated in section 41(1) of the Companies Act. Accordingly, such issue of shares is required to be approved by a special resolution of Dipula shareholders. The effect of Special Resolution 3 will be that Dipula is authorised to issue to Ridwaan Asmal his applicable proportion of the management shares.

11

VOTING, QUORUM AND SHAREHOLDERS’ INSTRUCTIONS

VOTING AND QUORUM

The quorum requirement for the general meeting to begin or for a matter to be considered is at least three shareholders present in person. In addition:

• the general meeting may not begin until sufficient persons are present in person or represented by proxy to exercise, in aggregate, at least 25% of the voting rights that are entitled to be exercised in respect of at least one matter to be decided at the general meeting; and

• a matter to be decided at the general meeting may not begin to be considered unless sufficient persons are present in person or represented by proxy to exercise, in aggregate, at least 25% of all of the voting rights that are entitled to be exercised in respect of that matter at the time the matter is called on the agenda.

Every shareholder present in person or represented by proxy and entitled to exercise voting rights at the general meeting shall be entitled to vote on a show of hands, irrespective of the number of voting rights that shareholder would otherwise be entitled to exercise. On a poll, any person who is present at the general meeting, whether as a shareholder or as proxy for a shareholder, has the number of votes determined in accordance with the voting rights associated with the shares held by that shareholder.

Notwithstanding the above, the voting rights controlled by the executives and their associates, related persons and persons acting in concert with the executives (as defined in the Companies Act), if any, will be excluded both for purposes of determining the requisite quorum and in determining the number of votes in support of Special Resolutions 1, 2 and 3.

SHAREHOLDERS

General instructions

Shareholders who are entitled to attend, speak and vote at the general meeting are encouraged to do so.

Electronic participation

The company has made provision for shareholders or their proxies to participate electronically in the general meeting by way of telephone conferencing. Should you wish to participate in the general meeting by telephone conference call, you, or your proxy, should advise the company thereof by 10:00 on Tuesday, 12 December 2017, by submitting by email to the company secretary at [email protected], including an email address, cellular number and landline as well as full details of your title to Dipula shares and proof of identity, in the form of copies of identity documents and share certificates (in the case of certificated shares) or written confirmation from your CSDP confirming your title to the dematerialised shares (in the case of dematerialised shares). Upon receipt of the required information, you will be provided with a secure code and instructions to access the electronic communication during the general meeting. Shareholders should note that access to the electronic communication will be at the expense of the shareholders who wish to utilise the facility.

Shareholders and their appointed proxies attending by conference call will not be able to cast their votes at the general meeting through this medium. Accordingly, shareholders making use of the electronic participation facility are requested to submit their forms of proxy to the company, as directed.

Proxies and authority for representatives to act

The attached form of proxy is only to be completed by:

• certificated shareholders; or

• “own name” dematerialised shareholders,

who cannot attend the general meeting but wish to be represented thereat.

All other beneficial owners who have dematerialised their shares through a CSDP or broker, without “own name” registration, and who wish to attend the general meeting, must instruct their CSDP or broker to provide them with the necessary letter of representation, or they must provide the CSDP or broker with their voting instructions in terms of the relevant custody agreement entered into between them and the CSDP or broker. These shareholders must not use a form of proxy.

12

Forms of proxy are requested to be deposited at the transfer secretaries, Link Market Services South Africa Proprietary Limited, 13th Floor, 19 Ameshoff Street, Braamfontein, 2001, posted to PO Box 4844, Johannesburg, 2000, faxed to 086 674 2450 or emailed to [email protected] so as to arrive by 10:00 on Tuesday, 12 December 2017. Forms of proxy not lodged with the transfer secretaries in time may be handed to the chairman of the general meeting or to the transfer secretaries at the general meeting at any time prior to the commencement of the general meeting or prior to voting on any resolution proposed at the general meeting. Any shareholder who completes and lodges a form of proxy will nevertheless be entitled to attend, speak and vote in person at the general meeting should the shareholder decide to do so.

A company that is a shareholder, wishing to attend and participate at the general meeting should ensure that a resolution authorising a representative to so attend and participate at the general meeting on its behalf, is passed by its directors.

Dipula does not accept responsibility and will not be held liable for any failure on the part of the CSDP or broker of a dematerialised Dipula shareholder to notify such shareholder of the general meeting of or any business to be conducted thereat.

GENERAL NOTES

1. Shareholders who are companies or other bodies corporate may, by resolution of its directors or other governing body, authorise any person to act as its representative at the general meeting.

2. The chairperson of the general meeting will be making a demand that all resolutions put to the vote shall be decided by way of a poll.

By order of the board

Dipula Income Fund Limited15 November 2017

Registered officeBlock B, Dunkeld Park6 North RoadDunkeld West2196

13

Annexure 1

INDEPENDENT EXPERT’S FAIR AND REASONABLE OPINION IN RESPECT OF THE TRANSACTION

1 September 2017

The DirectorsBlock B, Dunkeld Park6 North RoadDunkeld WestJohannesburg

Dear Sirs,

INDEPENDENT FAIRNESS OPINION IN RESPECT OF THE INTERNALISATION OF DIPULA ASSET MANAGEMENT TRUST (“THE ASSET MANAGER”) INTO DIPULA INCOME FUND LIMITED (“DIPULA”)

INTRODUCTION

We have been appointed by the Board of Directors (“Board”) to advise the shareholders of Dipula whether, in our opinion, the internalisation of the Asset Manager is fair to the shareholders of Dipula.

Dipula will acquire the Asset Manager for a consideration of R142 000 000. The purchase consideration will be settled in the following manner:

• An amount of R92 299 996.35 (65%) will be settled by the issue of Dipula B shares; and

• The remaining consideration of R49 700 003.65 (35%) will be settled in cash.

The purchase consideration has been agreed by the relevant parties post benchmarking.

Additionally, a further amount of R8 000 000 will be paid as consideration to certain members of the executive management for an employment lock-in period of two years as well as to restricting their ability to trade shares received as consideration for the internalisation of the Asset Manager as well as contracting for a two-year service lock-in. The purchase consideration will be settled in shares. For the purposes of the opinion the Board of Dipula has requested that the transactions detailed above be are treated as a composite transaction for the purposes of the internalisation.

Accordingly, the internalisation of the Asset Manager is deemed to be a related party transaction in terms of section 10.7 of the Johannesburg Stock Exchange (“JSE”) Listings Requirements. The Board is required to obtain a fairness opinion from an independent expert, prepared in accordance with Schedule 5 of the JSE Listings Requirements. Both the issue of shares as part consideration for the internalisation and the issue of shares to executives is required to be approved by shareholders in terms of section 41 of the Companies Act, 2008 of South Africa.

EXPLANATION OF THE TERM “FAIR”

The term “fairness” is defined in Schedule 5 of the JSE Listings Requirements as being primarily based on quantitative issues. Therefore, the consideration payable to a related party would be considered fair to the Dipula shareholders if the consideration payable is equal to or less than the value derived for the Asset Manager or unfair if the opposite would hold true. Our fairness opinion does not purport to cater for individual shareholder positions but rather the general body of shareholders.

ASSUMPTIONS

We arrived at our opinion based on the following assumptions:

• Current economic, regulatory and market conditions will not change materially. This included an analysis of publically available information relating to the forecast market outlook;

• That reliance can be placed on the signed Asset Management Agreement;

• That reliance can be placed on the budget of the Asset Manager for the 12 months ending June 2018;

14

• That reliance can be placed on the unaudited year to date management accounts of the Asset Manager for the 14 months ended 28 February 2017;

• The reliance can be placed on the unaudited year to date management accounts for the four months ended 30 June 2017;

• That reliance can be placed on the audited financial statements of the Asset Manager for the 12 months ended 31 December 2015;

• That reliance can be placed on the audited financial statements of Dipula for the 12 months ended 31 August 2014, 31 August 2015, 31 August 2016 as well as the 28 February 2017 interim accounts;

• That reliance can be placed on the debt schedule of Dipula provided by management as at 31 May 2017; and

• That reliance can be placed on the forecast financial information provided for the Asset Manager for the 12 months ending 31 August 2018 to 31 August 2022.

Where relevant, representations made by management and/or directors were corroborated to source documents prepared by third parties, independent analytical procedures performed by us and by examining and analysing external factors that influence the business. This included an analysis of the forecast financial information against that of the audited annual financial statements for reasonability.

SOURCES OF INFORMATION

In the course of our analysis, we relied upon financial and other information, including financial information obtained from management together with industry related and other information available in the public domain. Our conclusion is dependent on such information being accurate in all material respects.

The principle sources of information used in formulating our opinion regarding the transaction include:

• Information and assumptions made available by and from discussions held with management and executive directors of Dipula and financial advisors in terms of the rationale for the internalisation of the Asset Manager;

• Audited annual financial statements of Dipula for the years ended 31 August 2014, 31 August 2015 and 31 August 2016;

• The Asset Management Agreement;

• The budgets of the Asset Manager company for the 12 months ending 30 June 2018;

• The debt schedule as provided by management as at 31 May 2017;

• The audited financial statements of the Asset Manager for the 12 months ended 31 December 2015;

• The unaudited management accounts for the 14 months ended 28 February 2017;

• The debt schedule of Dipula provided by management as at 31 May 2017;

• The forecast financial statements of the Asset Manager for the 12 months ending 31 August 2018 to 31 August 2022;

• Forecast financial information of Dipula as prepared by management for the years ending 31 August 2017 to 30 April 2021; and

• Publicly available information relating to Dipula and other competitors in the REIT industry that we deemed to be relevant, including company announcements.

We obtained the information through:

• Conducting interviews with management;

• Obtaining corroborating evidence from third parties; and

• Extracting information from the internet and the press.

We satisfied ourselves as to the appropriateness and reasonableness of the information with reference to:

• Audited annual financial statements of Dipula for the years ended 31 August 2015 and 31 August 2016;

• The budgets of the Asset Manager company for the year ending 30 June 2018;

• Forecast financial information of Dipula as prepared by management for the years ending 31 August 2017 to 30 April 2021;

15

• Conducting analytical reviews on the financial statements, management accounts and forecast financial information;

• Understanding the industry in which Dipula operates; and

• Assessing whether replies from management on certain issues were corroborated by third parties and documentary evidence.

LIMITING CONDITIONS AND RELATED PARTY RELATIONSHIPS

We have relied upon the accuracy of information provided to us or otherwise reviewed by us, for the purposes of this opinion, whether in writing or obtained through discussion with the management of Dipula. We express no opinion on this information.

There were no limiting conditions, or any restrictions of scope imposed by the client whilst this opinion was being prepared.

Our opinion is based on current economic, regulatory, market as well as other conditions. Subsequent developments may affect this opinion, which we are under no obligation to update, review or re-affirm.

This letter and opinion is provided solely for the benefit of the shareholders of Dipula in connection with and for the purposes of their consideration of the Transaction.

There is no relationship between Mazars Corporate Finance Proprietary Limited (“MCF”) and any other parties involved in this Transaction. MCF has no shares in Dipula or any other party involved in the internalisation of the Asset Manager. MCF’s fee in respect of this opinion is not payable in Dipula shares and is not contingent or related to the outcome of the internalisation of the Asset Manager.

Each shareholder’s individual decision may be influenced by such shareholder’s particular circumstances and accordingly each shareholder should consult an independent advisor if in any doubt as to the merits or otherwise of the Transaction.

PROCEDURES

In order to assess the fairness of the terms and conditions relating to the Transaction, we have performed, amongst others, the following procedures:

• Considered the terms and conditions of the signed Asset Management Agreement;

• Considered the rationale for the internalisation of the Asset Manager;

• Considered the benefits of the internalisation of the Asset Manager;

• Considered information made available by and from discussions held with management and executive directors of Dipula and financial advisors;

• Reviewed the audited annual financial statements of Dipula for the years ended 31 August 2014, 31 August 2015 and 31 August 2016;

• Reviewed the unaudited year to date management accounts of Dipula for the 14 months ended 28 February 2017;

• Reviewed the forecast financial information for Dipula as prepared by management for the years ended 31 August 2017 to 30 April 2021;

• Reviewed the historic prices and volumes at which the shares in Dipula have traded and analysed the share price performance over the relevant periods for comparison;

• Reviewed recent reports and/or comments on Dipula by independent investment analysts and other market commentators;

• Considered the 14-day volume weighted average share price information of Dipula;

• Performed an indicative valuation of the Asset Manager using the discounted cash flow method save for Dipula;

• Reviewed the methodologies available for performing valuations of businesses operating in the real estate industry;

• Selected a number of South African-listed REITs as peer companies of Dipula and analysed publicly available financial information on this peer group;

• Performed an indicative valuation of The Asset Manager in terms of the Asset Management Agreement; and

• Reviewed general economic, market and related conditions in which Dipula operates.

We believe the above procedures commercially justify the conclusion outlined below.

16

CONFIRMATION OF PERFORMANCE OF VALUATION AND VALUATION METHODOLOGY

We have performed a valuation of the Asset Manager based on the discounted cash flow model. The valuation was performed taking cognisance of the Asset Managers current and planned operations as well as other market factors affecting these operations using the values derived from the above valuations, a comparison was made to the aggregate purchase consideration of R150 000 000 to the fair value of the Asset Manager and this was assessed for fairness.

As a secondary method we have compared the purchase consideration of the Asset Manager as a percentage of enterprise value of Dipula, this has been compared to similar recently concluded transaction, it terms of the comparisons it is noted that internalisation of the Dipula Asset Manager was the lowest percentage.

As a final method the effect of the saving to be generated by Dipula has been compared to the dividend per share pre and post transaction, in both cases the settlement of B shares and cash the saving has an accretionary effect on the dividend per share.

We have determined the value per share of the Dipula B shares as at the transaction date. The valuation methodology was based on the net asset value of the B shares.

In addition to the net asset value calculation of the Dipula B share, we have performed a dividend discount valuation of the B shares taking into account expected dividend per share to be paid per B share, at the required rate of return as well as the growth rate in the dividends (in perpetuity) for B shares.

Based on discussions with management, along with research into the sector, the following key value drivers were assessed for the valuation calculation:

Internal

• Growth rates on the shares was calculated based on a three year average which amounted to an average growth rate of 21.34%;

• Asset Manager fees which are paid in terms of the agreement a fee of 0.3% per month based on the market capital and borrowing combined;

• Dividend per B share;

• Borrowing costs at a prime rate of 10.5%; and

• B Shares in issue at the time of the report amounting to 218 490 954 shares.

External

• Stability of the economy and other macroeconomic factors;

• Comparable companies operating in the REIT sector;

• Both long-term and short-term inflation rates; and

• Interest rates.

Based on discussions with management, along with research into the sector, the following key value drivers were assessed for the DCF valuation:

Internal

• The average revenue growth rates of 8.65% each year;

• The average profit margins of 60% for each year;

• Working capital assumptions;

• Free cash flows;

• Discount rate; and

• Perpetuity growth rate.

External

• Stability of the economy and other macroeconomic factors;

• Comparable companies operating in the REIT sector;

• Both long-term and short-term inflation rates; and

• Interest rates.

17

Key value drivers to the NAV valuation method are as follows:

Internal

• Fair vlaue of all assets and liabilities as of date of valuation.

External

• Stability of the economy and other macroeconomic factors. This included an analysis of publicly available information in respect of macroeconomic outlook.

Based on discussions with management, along with research into the sector, the following key value drivers were assessed for the dividend discount valuation:

Internal

• The average growth rates in the estimated distributions;

• Discount rate; and

• Perpetuity growth rate.

External

• Stability of the economy and other macroeconomic factors; and

• Both long-term and short-term inflation rates.

The following analyses was performed on the key value drivers:

• An analysis and review of the forecast revenue growth rates. This included sensitivity analyses performed on the forecast revenue by increasing and decreasing revenue and assessed the impact thereof on the valuations; and

• An analysis and review of the forecast profit margins. This included a sensitivity analysis performed on the forecast earnings before interest, taxation, depreciation and amortisation (“EBITDA”) margins by increasing and decreasing the EBITDA margins and assessed the impact thereof on the valuations.

In addition, we confirm that we have performed a calculation of Asset Manager fees that are payable on termination of the agreement in terms of the agreement. The calculation was performed taking cognisance of the Asset Manager’s current and planned operations as well as other market factors affecting these operations including the market capitalisation and borrowings as at valuation date.

The termination calculation was a separate exercise for the benefit of the board and does not relate to the fairness opinion itself. The termination calculation was used utilised by the board to further supplement the valuation in order to determine the fairness of the transaction.

Our procedures and enquiries did not constitute an audit in terms of International Standards on Auditing. Accordingly, we cannot express any opinion on the financial data or other information used in arriving at our opinion.

OPINION

Our opinion is based upon the market, regulatory and trading conditions as they currently exist and can only be evaluated at the date of this letter. It should be understood that subsequent developments may affect our opinion, which we are under no obligation to update, revise or re-affirm.

We have considered the terms and conditions of the Asset Management Agreement, and subject to the foregoing, we are of the opinion that all the elements of the internalisation of the Asset Manager are fair to the shareholders of Dipula in terms of the JSE Listings Requirements.

CONSENT

We hereby consent to the inclusion of this letter and references thereto, in the form and context in which they appear in any required regulatory announcement or document.

Yours faithfully

Anoop NinanManaging Director

Mazars Corporate Finance Proprietary Limited54 Glenhove RoadMelrose Estate, 2196

1 September 2017




FORM OF PROXY

Where appropriate and applicable, the terms defined in the notice to which this form of proxy is attached bear the same meanings in this form of proxy.

THIS FORM OF PROXY IS ONLY FOR USE BY:

• certificated shareholders; and

• “own name” dematerialised shareholders.

For completion by the aforesaid registered shareholders who are unable to attend the general meeting to be held on Thursday, 14 December 2017 at Block B, Dunkeld Park, 6 North Road, Dunkeld West, Johannesburg.

If you are a dematerialised shareholder, other than with “own name” registration, do not use this form. Dematerialised shareholders, other than with “own name” registration, should provide instructions to their appointed CSDP or broker in the form as stipulated in the agreement entered into between the shareholder and the CSDP or broker.

I/We (FULL NAMES IN BLOCK LETTERS PLEASE)

Email address

Telephone number

Cellphone number

of (address)

being the holder(s) of “A” shares hereby appoint:

“B” shares hereby appoint:

1. or failing him/her,

2. of failing him/her,

3. the chairman of the general meeting,

as my/our proxy to attend and speak and to vote for me/us and on my/our behalf at the general meeting of shareholders and at any adjournment or postponement thereof, for the purpose of considering and, if deemed fit, passing, with or without modification, the resolutions to be proposed at the general meeting, and to vote on the resolutions in respect of the shares registered in my/our name(s):

Please indicate with an “X” in the appropriate spaces below how you wish your votes to be cast. Unless this is done the proxy will vote as he/she thinks fit.

Number of votes

*In favour of *Against *Abstain

A share B share A share B share A share B share

Special Resolution 1: Issue of shares to directors or prescribed officers or their related parties in terms of the internalisationSpecial Resolution 2: Issue of shares to Izak Petersen in terms of the allocation of management sharesSpecial Resolution 3: Issue of shares to Ridwaan Asmal in terms of the allocation of management shares

* One vote per share held by shareholders, recorded in the registers on the voting record date.

Unless otherwise instructed my proxy may vote or abstain from voting as he/she thinks fit.

Signed this day of 2017

Signature

Assisted by me (where applicable)

(State capacity and full name)

A shareholder entitled to attend and vote at the general meeting is entitled to appoint a proxy to attend, vote and speak in his/her stead. A proxy need not be a shareholder of Dipula. Each shareholder is entitled to appoint one or more proxies to attend, speak and, on a poll, vote in place of that shareholder at the general meeting.

Forms of proxy are requested to be deposited at the transfer secretaries, Link Market Services South Africa Proprietary Limited, 13th Floor, 19 Ameshoff Street, Braamfontein, 2001, posted to PO Box 4844, Johannesburg, 2000, faxed to 086 674 2450 or emailed to [email protected] so as to arrive by 10:00 on Tuesday, 12 December 2017. Forms of proxy not lodged with the transfer secretaries in time may be handed to the chairman of the general meeting or to the transfer secretaries at the general meeting at any time prior to the commencement of the general meeting or prior to voting on any resolution proposed at the general meeting. Any shareholder who completes and lodges a form of proxy will nevertheless be entitled to attend, speak and vote in person at the general meeting should the shareholder decide to do so.

Please read the notes on the following page hereof.

NOTES TO THE FORM OF PROXY:1. Only shareholders who are registered in the registers of Dipula under their own name on the date on which shareholders must be recorded as such in the

registers maintained by the transfer secretaries in order to attend and vote at the general meeting, being Friday, 8 December 2017 (the “voting record date”), may complete a form of proxy or attend the general meeting. This includes certificated shareholders or “own name” dematerialised shareholders. A proxy need not be a shareholder of Dipula.

2. Certificated shareholders wishing to attend the general meeting have to ensure beforehand with the transfer secretaries that their shares are registered in their own name.

3. Beneficial shareholders whose shares are not registered in their “own name”, but in the name of another, for example, a nominee, may not complete a proxy form, unless a form of proxy is issued to them by a registered shareholder and they should contact the registered shareholder for assistance in issuing instructions on voting their shares, or obtaining a proxy to attend, speak and, on a poll, vote at the general meeting.

4. Dematerialised shareholders who have not elected “own name” registration in the registers of Dipula through a CSDP and who wish to attend the general meeting, must instruct the CSDP or broker to provide them with the necessary letter of representation to attend.

5. Dematerialised shareholders who have not elected “own name” registration in the register of Dipula through a CSDP and who are unable to attend, but wish to vote at the general meeting, must timeously provide their CSDP or broker with their voting instructions in terms of the custody agreement entered into between that shareholder and the CSDP or broker.

6. A shareholder may insert the name of a proxy or the names of two or more alternative proxies of the shareholder’s choice in the space, with or without deleting “the chairman of the general meeting of shareholders”. The person whose name stands first on the form of proxy and who is present at the general meeting will be entitled to act as proxy to the exclusion of those whose names follow.

7. The completion and lodging of this form of proxy will not preclude the relevant shareholder from attending the general meeting and speaking and voting in person thereat to the exclusion of any proxy appointed, should such shareholder wish to do so. In addition to the aforegoing, a shareholder may revoke the proxy appointment by:7.1 cancelling it in writing, or making a later inconsistent appointment of a proxy; and7.2 delivering a copy of the revocation instrument to the proxy, and to Dipula.

8. The revocation of a proxy appointment constitutes a complete and final cancellation of the proxy’s authority to act on behalf of the shareholder as of the later of the date:8.1 stated in the revocation instrument, if any; or8.2 upon which the revocation instrument is delivered to the proxy and Dipula as required in section 58(4)(c)(ii) of the Companies Act.

9. Should the instrument appointing a proxy or proxies have been delivered to the transfer secretaries, as long as that appointment remains in effect, any notice that is required by the Companies Act or the MoI to be delivered by the company to the shareholder must be delivered to:9.1 the shareholder; or9.2 the proxy or proxies if the shareholder has in writing directed Dipula to do so and has paid any reasonable fee charged by Dipula for doing so.

10. A proxy is entitled to exercise, or abstain from exercising, any voting right of the relevant shareholder without direction, except to the extent that the existing MoI or the instrument appointing the proxy provide otherwise.

11. If Dipula issues an invitation to shareholders to appoint one or more persons named by Dipula as a proxy, or supplies a form of instrument appointing a proxy:11.1 such invitation must be sent to every shareholder who is entitled to receive notice of the meeting at which the proxy is intended to be exercised;11.2 Dipula must not require that the proxy appointment be made irrevocable; and11.3 the proxy appointment remains valid only until the end of the relevant meeting at which it was intended to be used, unless revoked as contemplated

in section 58(5) of the Companies Act.12. Any alteration or correction made to this form of proxy must be initialled by the signatory/ies. A deletion of any printed matter and the completion of

any blank space(s) need not be signed or initialled.13. Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity must be attached to this form unless

previously recorded by the transfer secretaries or waived by the chairman of the general meeting.14. A minor must be assisted by his/her parent/guardian unless the relevant documents establishing his/her legal capacity are produced or have been registered

by the transfer secretaries.15. A company holding shares in Dipula that wishes to attend and participate at the general meeting should ensure that a resolution authorising a representative

to act is passed by its directors. Resolutions authorising representatives in terms of section 57(5) of the Companies Act must be lodged with the transfer secretaries prior to the general meeting.

16. Where there are joint holders of shares any one of such persons may vote at any meeting in respect of such shares as if he were solely entitled thereto; but if more than one of such joint holders wishes to be present or represented at the general meeting, that one of the said persons whose name appears first in the register of such shares or his proxy, as the case may be, shall alone be entitled to vote in respect thereof.

17. The chairman of the general meeting may reject or accept any proxy which is completed and/or received other than in accordance with the instructions, provided that he shall not accept a proxy unless he is satisfied as to the matter in which a shareholder wishes to vote.

18. A proxy may not delegate his/her authority to act on behalf of the shareholder, to another person.19. A shareholder’s instruction to the proxy must be indicated by the insertion of the relevant number of shares to be voted on behalf of that shareholder in

the appropriate space provided. Failure to comply with the above will be deemed to authorise the chairperson of the general meeting, if the chairperson is the authorised proxy, to vote in favour of the resolutions at the general meeting or other proxy to vote or to abstain from voting at the general meeting as he/she deems fit, in respect of the shares concerned. A shareholder or the proxy is not obliged to use all of the votes exercisable by the shareholder or the proxy, but the total of votes cast in respect whereof abstention is recorded may not exceed the total of the votes exercisable by the shareholder or the proxy.

20. Forms of proxy are requested to be deposited at the transfer secretaries, Link Market Services South Africa Proprietary Limited, 13th Floor, 19 Ameshoff Street, Braamfontein, 2001, posted to PO Box 4844, Johannesburg, 2000, faxed to 086 674 2450 or emailed to [email protected] so as to arrive by 10:00 on Tuesday, 12 December 2017. Forms of proxy not lodged with the transfer secretaries in time may be handed to the chairman of the general meeting or to the transfer secretaries at the general meeting at any time prior to the commencement of the general meeting or prior to voting on any resolution proposed at the general meeting. Any shareholder who completes and lodges a form of proxy will nevertheless be entitled to attend, speak and vote in person at the general meeting should the shareholder decide to do so.

21. This form of proxy may be used at any adjournment or postponement of the general meeting, including any postponement due to a lack of quorum, unless withdrawn by the shareholder.

22. The aforegoing notes include a summary of the relevant provisions of section 58 of the Companies Act, as required in terms of that section.

24 PRINTED BY INCE (PTY) LTD REF. JOB014609

notice of general meeting of shareholders€¦ · note: 1. all dates and ... “pro forma...

Documents