FAIRVEST LIMITED - Cash payment applicable to fractional entitlements

Cash payment applicable to fractional entitlements

FAIRVEST PROPERTY HOLDINGS LIMITED                  FAIRVEST LIMITED
(Incorporated in the Republic of South Africa)      (Formerly Arrowhead Properties Limited (Arrowhead))
(Registration number 1998/005011/06)                (Incorporated in the Republic of South Africa)
JSE share code: FVT ISIN: ZAE 000203808             (Registration number 2007/032604/06)
(Approved as a REIT by the JSE)                     JSE share code: FTA ISIN: ZAE000304788
(Fairvest Property Holdings)                        JSE share code: FTB ISIN: ZAE000304796
                                                    (Approved as a REIT by the JSE)
                                                    (Fairvest Limited)


CASH PAYMENT APPLICABLE TO FRACTIONAL ENTITLEMENTS


Shareholders are referred to the circular to Fairvest Property Holdings shareholders published on 19 November
2021 (Scheme Circular), the circular and accompanying revised listing particulars to Arrowhead shareholders
published on 10 December 2021 (collectively, the Circulars) relating to the proposed merger between Fairvest
Property Holdings and Arrowhead (the Transaction) by way of a scheme of arrangement (the Scheme) in
terms of section 114 of the Companies Act, No. 71 of 2008, proposed by Fairvest Property Holdings to its
shareholders (the Scheme Participants), and the joint finalisation announcement published on 18 January
2022 confirming that all outstanding conditions precedent to the Transaction have been fulfilled and the
Transaction is now wholly unconditional.

As set out in the Circulars, the consideration payable to the Scheme Participants in terms of the Scheme is
0.54054 Arrowhead B ordinary shares (which, since the implementation of the name change from Arrowhead
Properties Limited to Fairvest Limited, will be 0.54054 Fairvest Limited B ordinary shares (FTB Shares)) for
every Fairvest Property Holdings ordinary share in issue (Scheme Consideration). Where the Scheme
Consideration results in the Scheme Participant becoming entitled to a fraction of an FTB Share, such fractional
entitlement will be rounded down to the nearest whole number, resulting in allocations of whole shares and a
cash payment for the fraction.

Scheme Participants are advised that in accordance with the JSE Listings Requirements, the value of an
FTB Share to be utilised in determining the fractional cash payment due to Scheme Participants is R3.15277
being the volume weighted average traded price of a FTB Share on the JSE on Wednesday, 26 January 2022,
discounted by 10%.

By way of example:

Assuming that a Scheme Participant holds 100 Scheme shares at the close of business on the record date for
implementation of the Scheme, being Friday, 28 January 2022, such Scheme Participant will be entitled to
54.054 FTB Shares in terms of the Scheme. However, applying the rounding principle detailed above, the
shareholder will, following the implementation of the Scheme, receive 54 FTB Shares and receive a cash
payment in respect of the fractional entitlement of R0.17025, being R3.15277 x 0.054.

The tax treatment of the fractional cash payment is dependent on the individual circumstances and the
jurisdiction applicable to Scheme Participants. It is recommended that Scheme Participants who are uncertain
about the tax treatment of the receipt of the fractional cash payment should seek appropriate advice in this
regard.

Responsibility statements

The Fairvest Property Holdings Independent Board (as defined in the Scheme Circular) accepts responsibility
for the information contained in this announcement insofar as it relates to Fairvest Property Holdings and the
Scheme. To the best of the Fairvest Property Holdings Independent Board’s knowledge and belief, the
information contained in this announcement is true and this announcement does not omit anything likely to affect
the importance of the information.

The board of directors of Fairvest Limited (Fairvest Limited Board) accepts responsibility for the information
contained in this announcement insofar as it relates to Fairvest Limited. To the best of the Fairvest Limited
Board’s knowledge and belief, the information contained in this announcement is true and the announcement
does not omit anything likely to affect the importance of the information.

27 January 2022

Corporate advisor and transaction sponsor to Fairvest Property Holdings
Java Capital

Legal advisor to Fairvest Property Holdings
Werksmans

Sponsor to Fairvest Property Holdings
PSG Capital

Lead corporate advisor to Fairvest Limited
Ferryman Capital Partners

Joint corporate advisor and transaction sponsor to Fairvest Limited
Nedbank Corporate and Investment Banking, a division of Nedbank Limited

Attorney and competition law advisor to Fairvest Limited
Cliffe Dekker Hofmeyr Incorporated

Date: 27-01-2022 03:15:00
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