TRANSCEND RESIDENTIAL PROPERTY FUND LIMITED - Results of the Scheme Meeting

Results of the Scheme Meeting

Transcend Residential Property Fund Limited          Emira Property Fund Limited
Approved as a REIT by the JSE                        Approved as a REIT by the JSE
(Incorporated in the Republic of South Africa)       (Incorporated in the Republic of South Africa)
(Registration number 2016/277183/06)                 (Registration number 2014/130842/06)
Share code: TPF ISIN: ZAE000227765                   JSE share code: EMI ISIN: ZAE000203063
(“Transcend” or "the Company”)                       JSE bond company code: EMII
                                                     (“Emira” or “the Offeror”)


RESULTS OF THE SCHEME MEETING

1. Introduction

Shareholders of Transcend (“Transcend Shareholders”) are referred to the announcement and the circular
distributed to them on 1 September 2023 (“the Scheme Circular”) relating to the offer by Emira to acquire all of
the issued ordinary shares in the share capital of Transcend (“Transcend Shares”) from the Transcend
Shareholders by way of a scheme of arrangement (“Scheme”) in terms of section 114 of the Companies Act, 71 of
2008, as amended (“Companies Act”). Terms defined in the Scheme Circular will, where used in this
announcement, bear the same meaning as ascribed to them in the Scheme Circular.

2. Results of voting at the Scheme Meeting

Shareholders are advised that at the Scheme Meeting held on Monday, 2 October 2023, all resolutions required to
be passed by Transcend Shareholders in order to approve the Scheme, were passed by the requisite majority of
Shareholders.

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

-       Total number of Transcend Shares in issue as at the date of the Scheme Meeting: 163 932 679
-       Total number of Transcend Shares that could have been voted at the Scheme Meeting: 52 215 466
-       Total number of Transcend Shares present or represented at the Scheme Meeting: 46 669 428, being
        89.38% of the total number of Transcend Shares that could have been voted at the Scheme Meeting.

Special resolution number 1: Approval of the Scheme Resolution in accordance with of section 115(2)(a) of the
Companies Act

    Shares voted *           For                        Against                      Abstentions ^
    46 669 428               42 866 994                 3 802 434                    -
    89.38%                   91.85%                     8.15%                        0.00%

Special resolution number 2: Revocation of Scheme Resolution in accordance with section 164(9)(c) of the
Companies Act

    Shares voted *           For                        Against                      Abstentions ^
    46 669 428               42 866 994                 3 802 434                    -
    89.38%                   91.85%                     8.15%                        0.00%

*       Shares voted (excluding abstentions) in relation to the total number of Shares in issue (excluding Shares
        held by the Offeror).
^       In relation to total Shares is issue.

3. Update regarding the Scheme

Notwithstanding the approval of the Scheme by Transcend Shareholders at the Scheme Meeting, Transcend
Shareholders should note that the Scheme remains subject to the fulfilment or waiver, as applicable, of the
remaining Scheme Conditions Precedent, as set out in the Circular. Shareholders will be provided with a further
update regarding the fulfilment or waiver, as the case may be, of the Scheme Conditions Precedent, as well as an
update of the finalisation details in respect of the Clean-Out Distribution, via SENS in due course.

4. Responsibility statements

The Independent Board accepts responsibility for the information contained in this announcement insofar as it
relates to Transcend. To the best of its knowledge and belief, the information contained in this announcement is
true and correct and the announcement does not omit anything likely to affect the importance of the information.

The board of directors of Emira accepts responsibility for the information contained in this announcement insofar
as it relates to Emira. To the best of its 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.


Bryanston
3 October 2023

Corporate Advisor and Transaction Sponsor
Questco Proprietary Limited

Debt Sponsor to Emira
Rand Merchant Bank, a division of FirstRand Bank
Limited

Date: 03-10-2023 09:35:00
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