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DIPULA INCOME FUND LIMITED - Results of the Dipula shareholder meetings

Release Date: 07/04/2022 16:30
Code(s): DIA DIB     PDF:  
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Results of the Dipula shareholder meetings

DIPULA INCOME FUND LIMITED
Incorporated in the Republic of South Africa
Registration number: 2005/013963/06
JSE share code: DIA         ISIN: ZAE000203378
JSE share code: DIB         ISIN: ZAE000203394
(Approved as a REIT by the JSE)
("Dipula" or the "Company")


RESULTS OF THE DIPULA SHAREHOLDER MEETINGS


Shareholders are referred to the announcement and to the circular to Dipula shareholders (the "Scheme Circular") both
published on 8 March 2022 relating to the proposed scheme of arrangement in terms of section 114 of the Companies
Act, No. 71 of 2008 (the "Companies Act") between Dipula and Dipula A shareholders, which, if implemented, will
result in Dipula repurchasing all of the Dipula A shares held by Scheme Participants, in consideration for the issue of
2.4 Dipula B shares for every Dipula A share (the "Scheme"). Capitalised terms in this announcement bear the same
meaning as in the Scheme Circular.

Shareholders are advised that at the Dipula Shareholder Meetings held on Thursday, 7 April 2022, all resolutions
required to be passed by Dipula shareholders in order to approve the Scheme were passed by the requisite majority of
shareholders. A further announcement regarding the fulfilment and/or waiver of the outstanding conditions precedent
to the Scheme will be released in due course.

RESULTS OF THE COMBINED MEETING

Details of the results of voting at the Combined Meeting are as follows:

-    total number of Dipula shares in issue as at the date of the Combined Meeting: 529 331 638;
-    total number of DIA shares that could have been voted at the Combined Meeting: 264 665 819;
-    total number of DIB shares that could have been voted at the Combined Meeting: 264 665 819;
-    total number of Dipula shares that were present/represented at the Combined Meeting: 497 169 871, being 93.92%
     of the total number of Dipula shares that could have voted at the Combined Meeting.
-    total number of DIA shares that were present/represented at the Combined Meeting: 246 978 206, being 93.32%
     of the total number of DIA shares that could have been voted at the Combined Meeting; and
-    total number of DIB shares that were present/represented at the Combined Meeting: 250 191 665, being 94.53%
     of the total number of DIB shares that could have been voted at the Combined Meeting.

Special resolution number 1: Approval of the Scheme in terms of sections 114(1)(c) and 115 of the Companies Act

DIA shares voted*             For                            Against                       Abstentions^
246 975 706, being 93.32%     245 260 706, being 99.31%      1 715 000, being 0.69%        2 500, being 0.00%
DIB shares voted*             For                            Against                       Abstentions^
250 110 165, being 94.50%     203 523 585, being 81.37%      46 586 580, being 18.63%      81 500, being 0.03%
Total shares voted*           For                            Against                       Abstentions^
497 085 871, being 93.91%     448 784 291, being 90.28%      48 301 580, being 9.72%       84 000, being 0.02%

Special resolution number 2: Revocation of special resolution number 1 if the Scheme is not implemented

DIA shares voted*             For                            Against                       Abstentions^
246 975 706, being 93.32%     245 260 706, being 99.31%      1 715 000, being 0.69%        2 500, being 0.00%
DIB shares voted*             For                            Against                       Abstentions^
250 110 165, being 94.50%     247 941 685, being 99.13%      2 168 480, being 0.87%        81 500, being 0.03%
Total shares voted*           For                            Against                       Abstentions^
497 085 871, being 93.91%     493 202 391, being 99.22%      3 883 480, being 0.78%        84 000, being 0.02%

Special resolution number 3: Approval for issuing of DIB shares as Scheme Consideration

DIA shares voted*             For                            Against                       Abstentions^
246 975 706, being 93.32%     245 260 706, being 99.31%      1 715 000, being 0.69%        2 500, being 0.00%
DIB shares voted*             For                            Against                       Abstentions^
250 110 165, being 94.50%     203 523 585, being 81.37%      46 586 580, being 18.63%      81 500, being 0.03%
Total shares voted*           For                            Against                       Abstentions^
497 085 871, being 93.91%     448 784 291, being 90.28%      48 301 580, being 9.72%       84 000, being 0.02%

Ordinary resolution number 1: Authorisation of directors

DIA shares voted*             For                            Against                       Abstentions^
246 975 706, being 93.32%     245 260 706, being 99.31%      1 715 000, being 0.69%        2 500, being 0.00%
DIB shares voted*             For                            Against                       Abstentions^
250 110 165, being 94.50%     203 523 585, being 81.37%      46 586 580, being 18.63%      81 500, being 0.03%
Total shares voted*           For                            Against                       Abstentions^
497 085 871, being 93.91%     448 784 291, being 90.28%      48 301 580, being 9.72%       84 000, being 0.02%
* shares voted (excluding abstentions) in relation to total shares in issue
^ in relation to total shares is issue

RESULTS OF THE DIA GENERAL MEETING

Details of the results of voting at the DIA General Meeting are as follows:

-    total number of DIA shares in issue and that could have been voted at the DIA General Meeting: 264 665 819;
     and
-    total number of DIA shares that were present/represented at the DIA General Meeting: 245 415 491, being
     92.73% of the total number of DIA shares that could have been voted at the DIA General Meeting;

Special resolution number 1: Approval of the Scheme in terms of sections 114(1)(c) and 115 of the Companies Act

DIA shares voted*             For                            Against                       Abstentions^
245 412 991, being 92.73%     243 681 991, being 99.29%      1 731 000, being 0.71%        2 500, being 0.00%

Special resolution number 2: Revocation of special resolution number 1 if the Scheme is not implemented

DIA shares voted*             For                            Against                       Abstentions^
245 412 991, being 92.73%     243 681 991, being 99.29%      1 731 000, being 0.71%        2 500, being 0.00%
* shares voted (excluding abstentions) in relation to total DIA shares in issue
^ in relation to total DIA shares is issue

RESULTS OF THE DIB GENERAL MEETING

Details of the results of voting at the DIB General Meeting are as follows:

-    total number of DIB shares in issue and that could have been voted at the DIB General Meeting: 264 665 819;
     and
-    total number of DIB shares that were present/represented at the DIB General Meeting: 250 234 665, being 94.55%
     of the total number of DIB shares that could have been voted at the DIB General Meeting;

Special resolution: Approval for issuing of DIB shares as Scheme Consideration

DIB shares voted*             For                            Against                       Abstentions^
205 735 065, being 77.73%     203 566 085, being 98.95%      2 168 980, being 1.05%        44 499 600, being 16.81%                                                                                            16.81%
* shares voted (excluding abstentions) in relation to total DIB shares in issue
^ in relation to total DIB shares is issue

SALIENT DATES AND TIMES

The Scheme will be implemented according to the salient dates and times included in the Scheme Circular. The dates
may be amended by Dipula (subject to the approval of the JSE and/or the TRP, if required). Any change to the dates
and times will be released on SENS and published in the press.

RESPONSIBILITY STATEMENT

The Independent Board accepts responsibility for the information contained in this announcement and certifies that, to
the best of its knowledge and belief, the information contained in this announcement relating to Dipula is true and this
announcement does not omit anything that is likely to affect the import of such information.

7 April 2022


Corporate advisor and sponsor
Java Capital

Date: 07-04-2022 04:30:00
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