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VUKILE PROPERTY FUND LIMITED - Notification in terms of section 45(5) of the Companies Act 71 of 2008

Release Date: 10/03/2025 12:05
Code(s): VKE VKE21 VKE27 VKE26 VKE25 VKE22 VKE19 VKE28 VKE20     PDF:  
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Notification in terms of section 45(5) of the Companies Act 71 of 2008

VUKILE PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2002/027194/06)
JSE Share code: VKEI NSX share code: VKN
Bond company code: VKEI
(Granted REIT status with the JSE)
("Vukile" or the "Company")


NOTIFICATION IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT 71 OF 2008


Notice is hereby given that, in terms of the provisions of section 45(5)(a) of the Companies Act 71 of 2008
(the "Companies Act"), and pursuant to the special resolution passed at the annual general meeting of Vukile
held on 2 September 2024, authorising the board of directors of the company (the "board") to provide direct
or indirect financial assistance to any related or inter-related company, the board has adopted a resolution on
24 February 2025, in terms of section 45(3)(b) of the Companies Act, which resolution authorises Vukile to
provide financial assistance to Castellana Properties SOCIMI ("Castellana"), a subsidiary of Vukile, through
a shareholder loan amounting to €40,450,000.

The shareholder loan provides funding of a capital nature to Castellana, in line with Castellana's existing
transaction pipeline, and comprises the following salient terms:

-      A €40,450,000 loan with repayment date in February 2026, with an intention to be converted to equity,
       bearing an interest rate of 4.50% per annum.

The shareholder loan to Castellana as described above constitutes financial assistance in terms of section 45(1)
of the Companies Act, the total value of which exceeds one tenth of one per cent of Vukile's net worth at the
time of the adoption of the board resolution.

In accordance with section 45 of the Companies Act, the board is satisfied and acknowledges that:

(i)    immediately after providing such financial assistance, Vukile would have satisfied the solvency and
       liquidity test as provided for in section 4 of the Companies Act; and
(ii)   the terms under which such financial assistance has been given are fair and reasonable to Vukile.

10 March 2025


JSE sponsor                                       NSX sponsor
Java Capital                                      IJG Securities (Pty) Ltd

Date: 10-03-2025 12:05:00
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