INDEX NO CLAUSE HEADING PAGE 1 DEFINITIONS AND INTERPRETATION... 1 1.1 Definitions... 1 1.2 Interpretation... 4 2 JURISTIC PERSONALITY... 6 3 POWERS OF THE COMPANY AND SPECIAL CONDITIONS... 6 4 ISSUE OF SHARES AND VARIATION OF RIGHTS... 7 5 CERTIFICATED AND UNCERTIFICATED SHARES... 10 6 SECURITIES REGISTER... 11 7 TRANSFER OF SHARES... 13 8 TRANSMISSION OF SHARES... 16 9 FRACTIONS OF SHARES... 17 10 JOINT HOLDERS OF SHARES... 17 11 NO LIEN... 18 12 BENEFICIAL INTERESTS IN SHARES... 18 13 FINANCIAL ASSISTANCE... 18 14 CAPITALISATION SHARES... 18 15 DEBT INSTRUMENTS... 19 16 RECORD DATE FOR THE EXERCISE OF SHAREHOLDER RIGHTS... 19 17 DISTRIBUTIONS... 20 18 ACCESS TO COMPANY RECORDS... 23 19 GENERAL MEETINGS OF SHAREHOLDERS... 24 20 PROXIES... 31 21 NOTICES AND ELECTRONIC COMMUNICATION... 33 22 SHAREHOLDERS' RESOLUTIONS... 36 23 SHAREHOLDERS ACTING OTHER THAN AT A MEETING... 37 24 COMPOSITION AND POWERS OF THE BOARD... 37 25 ALTERNATE DIRECTORS... 44 26 MANAGING DIRECTOR AND EXECUTIVE DIRECTORS... 45 27 DIRECTORS' REMUNERATION AND FINANCIAL ASSISTANCE... 47 28 QUALIFYING SHARES... 47 29 INDEMNIFICATION OF DIRECTORS... 48
30 BORROWING POWERS... 48 31 COMMISSION... 49 32 COMMITTEES OF THE BOARD... 49 33 COMPANY RULES... 50 34 COMPANY SECRETARY... 50 35 BRANCH REGISTER... 51 36 ANNUAL FINANCIAL STATEMENTS... 51 37 COPIES OF FINANCIAL STATEMENTS AND REPORTS TO BE SENT TO THE JSE AND OTHER STOCK EXCHANGES... 52 38 SHARE TRANSACTIONS TOTALLY ELECTRONIC (S.T.R.A.T.E.)... 53 39 ACQUISITION BY THE COMPANY OR ITS SUBSIDIARIES OF THE COMPANY'S SHARES... 53 40 ASSOCIATED ENTITIES... 55 41 AMENDMENT OF MEMORANDUM OF INCORPORATION... 55
1 DEFINITIONS AND INTERPRETATION 1.1 Definitions In this Memorandum of Incorporation, unless clearly inconsistent with or otherwise indicated by the context - 1.1.1 "Act" means the Companies Act, No. 71 of 2008, as amended, re-enacted or replaced from time to time, and includes all schedules and the Regulations to such Act; 1.1.2 "Board" means the board of directors from time to time of the Company; 1.1.3 "Central Securities Depository Participant" has the meaning set out in section 1 of the Securities Services Act; 1.1.4 "Certificated Securities" means Securities issued by the Company that are not Uncertificated Securities; 1.1.5 "Commission" means the Companies and Intellectual Property Commission established by section 185 of the Act; 1.1.6 "Company" means the company named on the first page of this Memorandum of Incorporation, duly incorporated under the registration number endorsed thereon; 1.1.7 "BEE Act" means the Broad-Based Black Economic Empowerment Act, No. 53 of 2003, as amended, re-enacted or replaced from time to time; 1.1.8 "BEE Codes" means the Broad-Based Black Economic Empowerment Codes of Good Practice gazetted from time to time under the BEE Act; 1.1.9 Debt Instruments means commercial paper, bond market and mortgage backed securitisation issues; 1
1.1.10 "Director" means a member of the Board as contemplated in section 66 of the Act, or an alternate director and includes any person occupying the position of a director or alternate director, by whatever name designated; 1.1.11 "ECT Act" means the Electronic Communications and Transactions Act, No. 25 of 2002, as amended, re-enacted or replaced from time to time; 1.1.12 "EFT" means electronic funds transfer; 1.1.13 "Electronic Communication" has the meaning set out in section 1 of the ECT Act; 1.1.14 "Financial Markets Act" means the Financial Markets Act, No. 19 of 2012, as amended, re-enacted or replaced from time to time; 1.1.15 "Financial Statements" includes the annual and interim financial statements of the Company unless the context indicates otherwise; 1.1.16 "General Meeting" includes the annual general meeting, any general meeting and any special general meeting of the Company unless the context indicates otherwise; 1.1.17 "Gross Income" has the meaning set out in section 1 of the Income Tax Act; 1.1.18 "IFRS" means the International Financial Reporting Standards, as adopted from time to time by the International Accounting Standards Board; 1.1.19 "Income Tax Act" means the Income Tax Act, No. 58 of 1962, as amended, re-enacted or replaced from time to time; 1.1.20 "JSE" means the securities exchange operated by the JSE Limited (Registration Number 2005/022939/06), a public company registered and incorporated in accordance with the laws of the Republic and licensed as an exchange under the Financial Markets Act; 1.1.21 "Listings Requirements" means the JSE Listings Requirements, as applicable from time to time;
1.1.22 "Memorandum of Incorporation" means this memorandum of incorporation as may be amended from time to time; 1.1.23 "Participant" has the meaning set out in section 1 of the Securities Services Act; 1.1.24 "Regulations" means the regulations published in terms of the Act, from time to time; 1.1.25 "REIT" means a company resident in the Republic, the shares of which are listed on the JSE as shares in a REIT, as defined in section 13 of the Listings Requirements and which qualifies for tax deduction in respect of distributions under the provisions of Section 25BB of the Income Tax Act; 1.1.26 "Rental Income" rental income has the meaning set out in section 25BB of the Income Tax Act; 1.1.27 "Republic" means the Republic of South Africa; 1.1.28 "Securities" means - 1.1.28.1 any Shares, notes or other instruments, irrespective of their form or title, issued, or authorised to be issued, by the Company; 1.1.28.2 anything falling within the meaning of "securities" as set out in section 1 of the Financial Markets Act, and 1.1.28.3 Securities in each class for which application is made for listing on the JSE which shall rank pari passu in respect of all rights; 1.1.29 "Securities Register" means the register of issued Securities of the Company required to be established in terms of section 50(1) of the Act; 1.1.30 "SENS" means the Stock Exchange News Service established and operated by the Issuer Regulation Division of the JSE, and any successor to SENS;
1.1.31 "Share" means one of the units into which the proprietary interest in the Company is divided and "Shares" means more than one Share; 1.1.32 "Shareholder" means the holder of a Share who is entered as such in the Securities Register, subject to the provisions of section 57 of the Act and "Shareholders" means more than one Shareholder; 1.1.33 "Solvency and Liquidity Test" has the meaning attributed thereto in section 4 of the Act; 1.1.34 "STRATE Regulations" means all regulations relating to Uncertificated Securities, including those contained in the Act and the Securities Services Act; 1.1.35 "Tribunal" has the meaning set out in section 1 of the Act; 1.1.36 "Uncertificated Securities" means any "securities" defined as such in section 29 of the Financial Markets Act; 1.1.37 "Uncertificated Securities Register" means the record of Uncertificated Securities administered and maintained by a Participant or Central Securities Depository Participant, as determined in accordance with the rules of the Central Securities Depository Participant; and 1.1.38 "Year of Assessment" has the meaning set out in section 1 of the Income Tax Act. 1.2 Interpretation 1.2.1 In this Memorandum of Incorporation, unless clearly inconsistent with or otherwise indicated by the context - 1.2.1.1 words and expressions defined in the Act and which are not defined herein, shall have the meanings given to them in the Act; 1.2.1.2 a reference to a clause by number refers to a corresponding provision of this Memorandum of Incorporation;
1.2.1.3 a reference to a section by number refers to the corresponding section of the Act, as amended, re-enacted or replaced from time to time; 1.2.1.4 any reference to the singular includes the plural and vice versa, any reference to natural persons includes legal persons and vice versa and any reference to a gender includes the other gender. 1.2.2 The headings in this Memorandum of Incorporation have been inserted for convenience only and shall not be taken into account in its interpretation. 1.2.3 Words and expressions defined in any clause shall, for the purposes of the clause, bear the meanings assigned to such words and expressions in that clause. 1.2.4 Any reference to a notice shall be construed as a reference to a written notice, and shall include a notice which is transmitted electronically in a manner or form permitted in terms of the Act and/or the ECT Act. 1.2.5 Any reference in this Memorandum of Incorporation to - 1.2.5.1 "days" means a calendar day, unless qualified by the word "business", in which instance a "business day" will be any day other than a Saturday, Sunday or public holiday as gazetted by the Government of the Republic from time to time; 1.2.5.2 "writing" means legible writing and in English and includes printing, typewriting, lithography or other mechanical process, as well as any Electronic Communication in a manner and a form permitted in terms of the Act. 1.2.6 The use of the words "include" and "including" in this Memorandum of Incorporation followed by a specific example or examples shall not be construed or interpreted as limiting the meaning of the general wording preceding it and the eiusdem generis rule shall not be applied in the interpretation of such general wording and/or such specific example or
examples and the words "other" or "otherwise" shall not be construed eiusdem generis with any preceding words where a wider construction is possible. 2 JURISTIC PERSONALITY 2.1 The Company was registered on 7 July 2000 as a private company and has been converted from a private company into a public company with effect from 5 August 2009. 2.2 The Company is a pre-existing company as defined in the Act and, as such, continues to exist as a public company as if it had been incorporated and registered in terms of the Act, as contemplated in Item 2 of the Fifth Schedule to the Act, and this Memorandum of Incorporation replaces and supersedes the Memorandum and Articles of Association of the Company applicable immediately prior to the filing hereof. 2.3 The Company will list its Shares on the JSE as a REIT in accordance with the provisions of the Listings Requirements, and will make application to the South African Revenue Services for qualification for tax deduction of its distributions under section 25BB of the Income Tax Act. 2.4 The Company is incorporated in accordance with and governed by the - 2.4.1 unalterable provisions of the Act; 2.4.2 alterable provisions of the Act, subject to the limitation, extensions, variations or substitutions set out in this Memorandum of Incorporation; 2.4.3 Listings Requirements; and 2.4.4 provisions of this Memorandum of Incorporation. 3 POWERS OF THE COMPANY AND SPECIAL CONDITIONS 3.1 The Company has all of the legal powers and capacity contemplated in the Act, and no provision contained in this Memorandum of Incorporation should be interpreted or construed as negating, limiting or restricting those powers in any way whatsoever.
3.2 The legal powers and capacity of the Company are not subject to any restrictions, limitations or qualifications, as contemplated in section 19(1)(b)(ii) of the Act. 3.3 This Memorandum of Incorporation does not contain any special conditions applicable to the Company, as contemplated in sections 15(2)(b) or (c) of the Act. 4 ISSUE OF SHARES AND VARIATION OF RIGHTS 4.1 The Company has - 4.1.1 500 million (500 000 000] authorised ordinary Shares, all of one class. 4.2 Shares in each class for which application is made for listing on the JSE, shall rank pari passu in respect of all rights. 4.3 The Board shall have the power, subject to the limitations contained in 41 and elsewhere in this Memorandum of Incorporation, to - 4.3.1 increase or decrease the number of authorised Shares of any class of the Company's Shares; 4.3.2 consolidate and reduce the number of the Company's issued and authorised Shares of any class; 4.3.3 subdivide its Shares of any class by increasing the number of its issued and authorised Shares of that class, without an increase of its capital; 4.3.4 reclassify any classified Shares that have been authorised but not issued; or 4.3.5 classify any unclassified Shares that have been authorised but not issued. 4.4 Subject to the provisions of 5.52 of the Listings Requirements, the Shareholders may, from time to time in the annual general meeting of the Company, authorise the Board by way of a resolution passed by a 75% (seventy five per cent) majority to allot and issue Shares for cash (and options and convertible Securities for cash). All allotments and issues of Shares for cash and all allotments and issues of options and
convertible Shares granted or issued for cash must, in addition, be in accordance with the Listings Requirements. 4.5 All Shares for which a listing is sought on the JSE and all Shares of the same class as Shares which are listed on the JSE must, notwithstanding the provisions of section 40(5) of the Act, but unless otherwise required by statute, only be allotted and issued after the Company has received the consideration approved by the Board for the allotment and issue of such Shares. 4.6 The Shareholders have a common pre-emptive right to be offered and to subscribe for additional Shares, unless such Shares are to be allotted and issued for an acquisition of assets, as an issue of Shares for cash, subject to the Listings Requirements, and under an approved Share incentive scheme/s. Shareholders may, in a General Meeting, authorise the Directors to allot and issue unissued Securities and/or grant options to subscribers for unissued Securities as the Directors deem fit, provided such actions have been approved by the JSE in accordance with the Listings Requirements. 4.7 Should there be any issued preference Shares in the share capital of the Company- 4.7.1 the allotment and issue of further Shares ranking in priority to, or pari passu with those preference Shares, shall be deemed to be a variation of the rights attached to those preference Shares, which will adversely affect those rights. No further Shares ranking in priority to, or pari passu with, existing preference Shares of any class shall be created without a special resolution passed at a separate General Meeting of such holders; 4.7.2 subject to the provisions of 19.17.3, holders of preference Shares shall have the right to vote at any general/annual general meeting of the Company 4.7.2.1 during any special period, as provided for in 4.7.3, during which any dividend, any part of any dividend on such preference Shares or any redemption payment thereon remains in arrears and unpaid; and/or 4.7.2.2 in regard to any resolution proposed for the winding-up of the Company or the reduction of its capital;
4.7.3 the period referred to in 4.7.2.1 above shall be the period commencing on a day specified in this Memorandum of Incorporation, not being more than 6 (six) months after the due date of the dividend or redemption payment in question or, where no due date is specified, after the end of the financial year of the Company in respect of which such dividend accrued or such redemption payment became due. 4.8 Subject to any right or restriction under which Shares are held, the rights or restrictions attached to all or any Shares of any class may be amended, varied, cancelled or expanded by a special resolution of holders of that class at a separate General Meeting. In such instances, the holders of such Shares may be allowed to vote at the meeting of ordinary Shareholders, subject to 19.17.3. Without limiting the generality of the aforegoing, the rights attaching to Shares (unless the terms attaching to the Shares specifically otherwise provide) shall be deemed to be amended by the creation or allotment and issue of any other Shares ranking pari passu or in priority to any Shares already allotted and issued by the Company. No such amendment, variation, cancellation or expansion which directly or indirectly adversely affects those special rights or restrictions shall be effected without the approval thereof by a special resolution passed at a separate General Meeting of the holders of the Shares in question in the same manner, mutatis mutandis, as a special resolution of the Shareholders, and the provisions of the Act and this Memorandum of Incorporation relating to General Meetings shall apply to any such separate General Meeting, except that a quorum at any such General Meeting shall be three (3) persons present in person or by proxy and holding at least 25% (twenty five per cent) of the issued Shares of the class in question, provided that if a quorum is not so present, the meeting shall be adjourned to the fifth (5 th ) business day thereafter and the members present or represented at the meeting to which the adjournment takes place, must be three (3) persons present in person or by proxy and holding at least 25% (twenty five per cent) of the issued Shares of the class in question to constitute a quorum. 4.9 The preferences, rights, limitations or other terms of any Shares may not be varied and no resolution may be proposed to the Shareholders for rights to include such variation in response to any objectively ascertainable external fact or facts as provided for in section 37(6) and 37(7) of the Act.
4.10 The alteration of share capital, authorised Shares and those rights attaching to a class or classes of Shares must be in accordance with the Listings Requirements. 5 CERTIFICATED AND UNCERTIFICATED SHARES 5.1 Shares are to be issued in certificated or uncertificated form, as the Board may determine from time to time, subject to the rules as defined in the STRATE Regulations, in respect of Shares in uncertificated form. 5.2 If a Share certificate is lost or destroyed, it may be replaced on such terms as the Board may determine. 5.3 Except to the extent otherwise provided in the Act or in this Memorandum of Incorporation, the rights and obligations of Shareholders shall not be different solely on the basis of their Shares falling under the ambit of Certificated Securities or Uncertificated Securities and each provision of this Memorandum of Incorporation applies with respect to any Shares held in uncertificated form in the same manner as it applies to Shares held in certificated form, unless otherwise stated or indicated by the context. 5.4 Any Shares held in certificated form may cease to be evidenced by certificates, and thereafter become uncertificated. 5.5 Any Shares held in uncertificated form may be withdrawn from the Uncertificated Securities Register, and certificates issued evidencing those Shares will then be cancelled at the election of the holder of those Shares. A holder of uncertificated Shares who elects to withdraw all or part of the Shares held by it in an Uncertificated Securities Register, and to obtain a certificate in respect of those withdrawn Shares, may so notify the relevant Participant or Central Securities Depository Participant as required by the rules of the Central Securities Depository Participant. 5.6 After receiving notice from a Participant or Central Securities Depository Participant, as the case may be, that the holder of uncertificated Shares wishes to withdraw all or part of the Shares held by it in an Uncertificated Securities Register, and obtain a certificate in respect thereof, the Company shall -
5.6.1 immediately enter the relevant Shareholder's name and details of its holding of Shares in the Securities Register and indicate on the Securities Register that the Shares so withdrawn are no longer held in uncertificated form; and 5.6.2 within 10 (ten) business days (or 20 (twenty) business days in the case of a holder of Shares who is not resident within the Republic) prepare and deliver to the relevant person, a certificate in respect of the Shares and notify the Central Securities Depository Participant that the Securities are no longer held in uncertificated form. 5.7 The Company may charge a Shareholder a reasonable fee to cover the actual cost of issuing any certificate as contemplated in this 5. 6 SECURITIES REGISTER 6.1 The Company must establish or cause to be established a Securities Register in the form prescribed by the Act and the Regulations and maintain the Securities Register in accordance with the prescribed standards. 6.2 As soon as practicable after issuing any Securities, the Company must enter or cause to be entered in the Securities Register, in respect of every class of Securities it has issued - 6.2.1 the total number of Uncertificated Securities; 6.2.2 with respect to Certificated Securities - 6.2.2.1 the names and addresses of the persons to whom the Certificated Securities were issued; 6.2.2.2 the number of Certificated Securities issued to each of them; 6.2.2.3 in the case of securities other than Shares contemplated in section 43, the number of those Securities issued and outstanding, and the names and addresses of the registered owners of the Securities and any holders of beneficial interests therein; and
6.2.2.4 any other prescribed information. 6.3 If the Company has unissued Uncertificated Securities or has issued Securities that have ceased to be Certificated Securities as contemplated in clause 5.4, a record must be administered and maintained by a Participant or Central Securities Depository, in the prescribed form, as the Uncertificated Securities Register, which - 6.3.1 forms part of the Securities Register; and 6.3.2 must contain, with respect to all Uncertificated Securities contemplated in this clause 6, any details referred to in clause 6.2.2, read with the changes required by the context or as determined by the rules of the Central Securities Depository. 6.4 The Securities Register or Uncertificated Securities Register maintained in accordance with the Act shall be sufficient proof of the facts recorded in it, in the absence of evidence to the contrary. 6.5 Unless the Securities rank equally for all purposes, the Securities, or each class of Securities, and any other Securities, must be distinguished by an appropriate numbering system. 6.6 A certificate evidencing any Certificated Securities of the Company - 6.6.1 must state on its face - 6.6.1.1 the name of the Company; 6.6.1.2 the name of the person to whom the Securities were issued; and 6.6.1.3 the number and class of Securities and designation of the series, if any, evidenced by that certificate; 6.6.2 must be signed by 2 (two) persons authorised by the Board, which signatures may be affixed or placed on the certificate by autographic, mechanical or electronic means; and
6.6.3 shall be proof that the named Security holder owns the Securities, in the absence of evidence to the contrary. 6.7 A certificate remains valid despite the subsequent departure from the Company of any person signing it. 6.8 If, as contemplated in clause 6.5, all of the Securities rank equally for all purposes, and are therefore not distinguished by a numbering system - 6.8.1 each certificate issued in respect of those Securities must be distinguished by a numbering system; and 6.8.2 if the Security has been transferred, the certificate must be endorsed with a reference number or similar device that will enable each preceding holder of the Security in succession to be identified, provided that in terms of Schedule 5 of the Act, if the Company is a pre-existing company (as defined in the Act), the failure of any Security certificate to satisfy the provisions of clauses 6.6 to 6.8 is not a contravention of the Act and does not invalidate that certificate. 7 TRANSFER OF SHARES 7.1 Transfer of Uncertificated Shares 7.1.1 Transfer of ownership in any uncertificated Shares must be effected by debiting the account in the Uncertificated Securities Register from which the transfer is effected and crediting the account in the Uncertificated Securities Register to which the transfer is effected, in accordance with the rules of the Central Securities Depository Participant. 7.1.2 The transfer of uncertificated Shares may be effected only - 7.1.2.1 by a Participant or Central Securities Depository Participant;
7.1.2.2 on receipt of an instruction to transfer, sent and properly authenticated in terms of the rules of a Central Securities Depository Participant or an order of court; and 7.1.2.3 in accordance with section 53 of the Act and the rules of the Central Securities Depository Participant. 7.2 Transfer of Certificated Shares 7.2.1 The instrument of transfer of any Certificated Shares shall be signed by both the transferor and the transferee and the transferor shall be deemed to remain the holder of such Certificated Shares until the name of the transferee is entered in the Securities Register. The Board may, however, in their discretion in such cases as they deem fit, dispense with requiring the signature of the transferee on the instrument of transfer. 7.2.2 Securities transfer tax and other legal costs payable in respect of any transfer of Shares pursuant to this Memorandum of Incorporation will be paid by the Company to the extent that the Company is liable therefor in law, but shall, to that extent, be recoverable from the person acquiring such Shares. 7.2.3 Subject to such restrictions as may be applicable, (whether by virtue of the preferences, rights, limitations or other terms associated with the Shares in question, including as set out in 4), any Shareholder may transfer all or any of its certificated Shares by instrument in writing in any usual or common form or any other form which the Board may approve. 7.2.4 Every instrument of transfer of a Share shall be delivered to the principal place of business of the Company accompanied by - 7.2.4.1 the certificate issued in respect of the Certificated Shares to be transferred; and/or 7.2.4.2 such other evidence as the Company may require to prove the title of the transferor, or his or her right to transfer the Certificated Shares.
7.2.5 Every instrument of transfer of a Share shall be accompanied by - 7.2.5.1 the certificate issued in respect of the certificated Shares to be transferred; and/or 7.2.5.2 such other proof as the Company may require to evidence the title of the transferor of his right to transfer the Shares. 7.2.6 All authorities to sign transfer deeds granted by a Shareholder for the purpose of transferring Shares, that may be lodged, produced or exhibited to or with the Company at any of its transfer offices shall, as between the Company and the grantor of such authorities, be taken and deemed to to continue and remain in full force and effect, and the Company may allow the same to be acted upon until such time as express written notice of the revocation thereof have been given and lodged at the Company s transfer offices at which the authority was lodged, produced or exhibited. Even after the giving and lodging of such notices, the Company shall be entitled to give effect to any instruments signed under the authority to sign, and certified by any officer of the Company, as being in order before the giving and lodging of such notice. 7.2.7 All instruments of transfer, when registered, shall either be retained by the Company or disposed of in such manner as the Board shall from time to time decide. Any instrument of transfer which the Board may decline to register shall (unless the Board shall resolve otherwise) be returned on demand to the person who lodged it. 7.2.8 The transferor shall be deemed to remain the holder of the Share until the name of the transferee is entered in the Securities Register in respect thereof. 7.2.9 The Board, upon evidence of good cause, may, in its sole discretion, record in the Securities Register that any Share is held in trust or by a nominee, and the name of the beneficial Shareholder. 7.2.10 The Board may decline to register any transfer of Shares to a minor or to a person of unsound mind.
7.2.11 The Company shall not be bound to allow the exercise of any act or matter by any agent of a Shareholder unless a duly certified copy of such agent's authority is produced to and filed with the transfer secretaries of the Company. 8 TRANSMISSION OF SHARES 8.1 The executor of the estate of a deceased Shareholder or the trustee of an insolvent estate, or the curator of any insane or prodigal Shareholder, or any person appointed by a competent authority to represent or act on behalf of a Shareholder, shall be the only person recognised by the Company as having title to such Share. In the case of a Share registered in the names of 2 (two) or more holders, the survivor or survivors, or the executor of the estate of any deceased Shareholders, as determined by the Board, shall be the person recognised by the Company as having title to the Share. 8.2 Any person who submits proof of his appointment as the executor, administrator, trustee, curator or guardian in respect of the estate of a deceased Shareholder, or of a Shareholder whose estate has been sequestrated or of a Shareholder who is otherwise under a disability, or as the liquidator of any body corporate which is a Shareholder, shall be entered in the Securities Register nomine officii, and shall thereafter, for all purposes, be deemed to be a Shareholder. 8.3 Subject to the provisions of 8.1 and 8.2, any person becoming entitled to any Share by virtue of the death of a Shareholder shall, upon producing such evidence that he has such title or rights as the Board thinks sufficient, have the right either to have such Share transferred to himself or to make such other transfer of the Share as such Shareholder could have made, provided that in respect of a transfer other than to himself - 8.3.1 the Board shall have the same right to refuse or suspend registration as they would have had in the case of a proposed transfer of such Share by such Shareholder before his death; and 8.3.2 a person becoming entitled to any Share shall not, unless and until he is himself registered as a Shareholder in respect of such Share, be entitled to exercise any voting or other right attaching to such Share or any other right relating to dividends and/or General Meetings of the Company.
9 FRACTIONS OF SHARES All allocations of Shares will be rounded up or down, based on standard rounding convention (i.e. allocations will be rounded down to the nearest whole number if they are less than 0,5 (zero comma five) and will be rounded up to the nearest whole number if they are equal to or greater than 0,5 (zero comma five)), resulting in allocations of whole Shares and no fractional entitlements. 10 JOINT HOLDERS OF SHARES Where 2 (two) or more persons are registered as the holders of any Shares, they shall be deemed to hold those Shares jointly, and - 10.1 notwithstanding anything to the contrary in this Memorandum of Incorporation, on the death, sequestration, liquidation or legal disability of any one of such joint holders, the remaining joint holders may be recognised, at the discretion of the Board, as the only person/s having title to such Share; 10.2 any one of such joint holders may give effectual receipts for any distributions, bonuses or returns of Share capital or other accruals or distributions payable to such joint holders; 10.3 only the joint holder whose name has been entered first into the Securities Register shall be entitled to delivery of the Share certificate relating to that Share, or to receive any notices from the Company (and each notice shall be deemed to be notice to all such joint holders); and 10.4 any one of the joint holders of any Share conferring a right to vote may vote either personally or by proxy at any General Meeting in respect of such Shares as if he were solely entitled thereto, and if more than 1 (one) of such joint holders are present at the General Meeting, either personally or by proxy, the joint holder who tenders a vote and whose name has been entered in the Securities Register before the other joint holders who are present in person or by proxy, shall be entitled to vote in respect of that Share.
11 NO LIEN The Company does not have the power to claim a lien upon any of its issued Shares, which shall be freely transferable. 12 BENEFICIAL INTERESTS IN SHARES The Company's issued Shares may be held by, and registered in the name of, one or several persons for the beneficial interest of another person, as set out in section 56(1) of the Act. 13 FINANCIAL ASSISTANCE The Board may authorise the Company to provide financial assistance including, without limitation, by way of loan, guarantee, the provision of security, or otherwise to any person for the purpose of, or in connection with, the subscription of any option, or any Shares, issued or to be issued by the Company or a related or inter-related company, or for the purchase of such Shares, as set out in section 44 of the Act, and the authority of the Board in this regard, is not limited or restricted by this Memorandum of Incorporation. 14 CAPITALISATION SHARES 14.1 The Board shall have the power and authority, in terms of section 47 of the Act, to - 14.1.1 approve the issuing of any authorised Shares, as capitalisation Shares on a pro rata basis to the Shareholders of one or more classes of Shares; 14.1.2 allot and issue Shares of one class as capitalisation Shares in respect of Shares of another class; or 14.1.3 resolve to permit Shareholders to elect to receive a cash payment in lieu of a capitalisation Share, provided that such - 14.1.4 power or authority has been authorised by the Shareholders by means of an ordinary resolution; and
14.1.5 transaction(s), to the extent necessary, has/have been approved by the JSE and the Listings Requirements have been complied with. 14.2 The Board may not resolve to offer a cash payment in lieu of a capitalisation Share, unless the Board - 14.2.1 has considered the Solvency and Liquidity Test, as required by section 46 of the Act, on the assumption that every Shareholder would elect to receive cash; and 14.2.2 is satisfied that the Company would satisfy the Solvency and Liquidity Test immediately upon the completion of the distribution. 15 DEBT INSTRUMENTS 15.1 Subject to the Listings Requirements, the authority of the Board to authorise the Company to issue secured or unsecured Debt Instruments, as set out in section 43(2) of the Act, is not limited or restricted by this Memorandum of Incorporation. 15.2 The Board shall not be entitled to grant special privileges regarding - 15.2.1 attending and voting at General Meetings and the appointment of Directors; or 15.2.2 allotment of Shares, redemption by the Company, or substitution of the Debt Instrument for Shares. 16 RECORD DATE FOR THE EXERCISE OF SHAREHOLDER RIGHTS 16.1 The record date for all corporate actions and transactions provided for in the Listings Requirements for the purpose of determining which Shareholders are entitled to, inter alia, - 16.1.1 receive notice of a General Meeting; 16.1.2 participate and vote at a General Meeting; 16.1.3 decide any matter by written consent or by Electronic Communication;
16.1.4 receive a distribution; 16.1.5 be allotted or exercise other rights, 16.1.6 other transactions and corporate actions provided for in the Listings Requirements, shall be determined by the Board in accordance with the Act, provided that, for as long as the Listings Requirements apply to the Company, such record date shall be the record date as required by the Listings Requirements, to the extent determined by the Listings Requirements. 16.2 Such record date must be published to the Shareholders in a manner that satisfies the Listings Requirements and any other prescribed requirements. 17 DISTRIBUTIONS 17.1 The Company must conduct its business in such a way that more than 75% (seventy five per cent) of the Gross Income received by or accrued to the Company in each Year of Assessment will consist of Rental Income. 17.2 The provisions of 17.1 can only be amended by special resolution approved by a 90% (ninety per cent) majority of those Shareholders present and voting for as long as the REIT regime as contemplated in the Income Tax Act and the Listings Requirements are in existence and apply to the Company. 17.3 Subject to the provisions of this Memorandum of Incorporation and the Act, and particularly section 46 of the Act, the Company may make a proposed distribution if such distribution 17.3.1 is pursuant to an existing legal obligation of the Company or a court order; or 17.3.2 is authorised by resolution of the Board, in compliance with the Listings Requirements, provided that capital shall not be repaid upon the basis that it may be called up again.
17.4 No distribution shall bear interest against the Company, except as otherwise provided under the conditions of issue of Shares in respect of which such distribution is payable. 17.5 Distributions may be declared either free of or subject to the deduction of income tax and any other tax or duty in respect of which the Company may be chargeable. 17.6 The Board may from time to time, and in accordance with the Act, declare and pay to the Shareholders such interim distributions which may occur before the end of a financial year, as the Board considers to be appropriate. 17.7 Dividends are declared by the Board in accordance with the Act and no larger distribution shall be declared by the Company in General Meeting than is recommended by the Board. Dividends are to be payable to shareholders registered as at a date subsequent to the date of declaration or date of confirmation of the dividend, whichever is the later. The Company must hold all monies due to shareholders in trust but subject to the laws of prescription. 17.8 All unclaimed distributions may be invested in readily available investments or otherwise made use of by the Board for the benefit of the Company until claimed, provided that unclaimed distributions which are not claimed within a period of 3 (three) years from the date on which they were declared, may thereafter be declared forfeited by the Board for the benefit of the Company. The Board may at any time annul such forfeiture upon such conditions (if any) as it thinks fit. All unclaimed monies,that are due to any Shareholder/s shall be held by the Company in trust for an indefinite period until lawfully claimed by such Shareholder/s. 17.9 Any distribution, interest or other sum payable in cash to the holder of a Share may be paid by EFT or cheque sent by post and addressed to - 17.9.1 the holder at his registered address; or 17.9.2 in the case of joint holders, the holder whose name appears first in the Securities Register in respect of the Share, at his registered address; or
17.9.3 such person and at such address as the holder or joint holders may in writing direct. 17.10 Every such cheque or EFT shall 17.10.1 be made payable to the order of the person to whom it is addressed; and 17.10.2 be sent at the risk of the holder or joint holders. 17.11 Every EFT or cheque shall be paid at the risk of the Shareholder or joint holders. 17.12 A holder or any one of two or more joint holders, or his or their agent, duly appointed in writing, may give valid receipts for any distributions or dividends paid in respect of a Share held by such holder or joint holders. 17.13 When such EFT or cheque is paid, it shall discharge the Company of any further liability in respect of the amount concerned. 17.14 A distribution may also be paid in any other way determined by the Board, and if the directives of the Board in that regard are complied with, the Company shall not be liable for any loss or damage which a Shareholder may suffer as a result thereof. 17.15 Without detracting from the ability of the Company to issue capitalisation Shares, any distribution may be paid wholly or in part 17.15.1 by the distribution of specific assets; or 17.15.2 by the issue of Shares of the Company, or securities of any other company; or 17.15.3 in cash; or 17.15.4 in any other way which the Board or the Company in General Meeting may at the time of declaring the distribution determine. 17.16 Where any difficulty arises in regard to such distribution, the Board may settle that difficulty as it thinks expedient, and in particular may fix the value which shall be placed on specific assets distributed in terms of 17.3.
17.17 The Board may 17.17.1 determine that cash payments shall be made to any Shareholder on the basis of the value so fixed in order to secure equality of distribution; and 17.17.2 for the benefit of the persons entitled to the distribution, vest any such assets in trustees upon such trusts for the benefit of the persons entitled to the distribution as the Board deems expedient. 17.18 Any distribution must be made payable to Shareholders registered as at a record date subsequent to the date of declaration thereof or the date of confirmation thereof, whichever is the later date. 18 ACCESS TO COMPANY RECORDS 18.1 Each person who holds or has a beneficial interest in any Shares issued by the Company is entitled to inspect and copy, without any charge for such inspection or upon payment of no more than the prescribed minimum charge for any such copy, the information contained in section 26(1) of the Act, being - 18.1.1 this Memorandum of Incorporation, and any amendments or alterations thereof; 18.1.2 a record of the Directors, including the details of any person who has served as a Director for a period of 7 (seven) years after that person has ceased to serve as a Director, and any information relating to such persons referred to in section 24(5) of the Act; 18.1.3 all - 18.1.3.1 reports presented at the annual general meeting of the Company, for a period of 7 (seven) years after the date of any such annual general meeting; and 18.1.3.2 Financial Statements required by the Act, for a period of 7 (seven) years after the date on which each particular statement was issued; 18.1.4 notices and minutes of General Meetings, including -
18.1.4.1 all resolutions adopted by them, for 7 (seven) years after the date each such resolution was adopted; and 18.1.4.2 any document that was made available by the Company to the holders of Shares in relation to each such resolution; 18.1.5 any written communications sent generally by the Company to all holders of any class of the Company's Shares, for a period of 7 (seven) years after the date on which each of such communications were issued; and 18.1.6 the Securities Register. 19 GENERAL MEETINGS OF SHAREHOLDERS 19.1 The Company is not required to hold any General Meetings other than those specifically required by the Act and the Listings Requirements. The Company is not prohibited or restricted from calling any meeting for the purposes of adhering to the Listings Requirements. 19.2 The right of Shareholders to requisition a General Meeting, as set out in section 61(3) of the Act, may be exercised by the holders of at least 10% (ten per cent) of the voting rights in relation to the matter to be considered at the General Meeting, as provided for in section 61(3) of the Act. 19.3 Subject to the provisions of section 60 of the Act, dealing with the passing of resolutions of Shareholders otherwise than at General Meetings, the Company shall hold a General Meeting - 19.3.1 at any time that the Board is required by the Act, the Listings Requirements or this Memorandum of Incorporation to refer a matter to Shareholders for decision; 19.3.2 whenever required in terms of the Act to fill a vacancy on the Board; or 19.3.3 when required in terms of 19.1.
19.4 The authority of the Board to determine the location of any General Meeting, as set out in section 61(9) of the Act is not limited or restricted by this Memorandum of Incorporation, provided that all such meetings have to be held in the Republic 19.5 The minimum number of days for the Company to deliver a notice of a General Meeting to Shareholders as required by section 62 of the Act is as provided for in section 62(1) of the Act and the Regulations, being 15 (fifteen) business days before the General Meeting is to begin. 19.6 Every General Meeting shall be reasonably accessible within the Republic for electronic participation by Shareholders, irrespective of where the General Meeting itself is held in the Republic. 19.7 The quorum for a General Meeting to begin or for a matter to be considered, shall be at least 3 (three) Shareholders entitled to attend and vote and present in person. In addition - 19.7.1 a General Meeting and an adjourned General Meeting may not begin until sufficient persons are present at the General Meeting in person or represented by proxy to exercise, in aggregate, at least 25% (twenty five per cent) of the voting rights that are to be entitled to be exercised in respect of at least one matter to be decided at the General Meeting; and 19.7.2 a matter to be decided at a General Meeting may not begin to be considered unless sufficient persons are present at the General Meeting in person or represented by proxy to exercise, in aggregate 25% (twenty five per cent) 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. 19.7.3 after a quorum has been established for a General Meeting, or for a matter to be considered at a General Meeting, all the Shareholders forming part of the quorum must be present at the General Meeting for the matter to be considered at the General Meeting. 19.8 The time periods allowed in section 64(4) of the Act and section 64(5) of the Act apply to the Company without variation, being 60 (sixty) Business Days.
19.9 The maximum period allowable for an adjournment of a Shareholders' meeting is as set out in section 64(12) of the Act without variation. 19.10 The Company shall not be required to give further notice of a General Meeting that has been postponed or adjourned unless the location for the General Meeting is different from - 19.10.1 the location of the postponed or adjourned General Meeting; or 19.10.2 the location announced at the time of adjournment, in the case of an adjourned General Meeting. 19.11 The accidental omission to give notice of any General Meeting to any particular Shareholder or Shareholders shall not invalidate any resolution passed at any such General Meeting. 19.12 The authority of the Company to conduct a meeting entirely by electronic communication, or to provide for participation in the meeting by electronic communication, as set out in Section 63(2) of the Act is not limited or restricted by this Memorandum of Incorporation. 19.13 The chairperson of the Board, if any, shall act as the chairperson of each General Meeting, provided that if no chairperson is present and willing to act or he/she is not present within 15 (fifteen) minutes after the time appointed for the General Meeting, the Directors present shall elect 1 (one) of their number to be chairperson. If no Director is present and willing to act, or if such Director is not present within 15 (fifteen) minutes after the time appointed for the General Meeting, of the Shareholders present shall elect 1 (one) of their number, to be the chairperson of that General Meeting. 19.14 The chairperson of the General Meeting may - 19.14.1 appoint any firm or persons to act as scrutineers for the purpose of checking any powers of attorney received and for counting the votes at the General Meeting; and
19.14.2 act on a certificate given by any such scrutineers and declare the result of the voting at the General Meeting without requiring production at the General Meeting of the forms of proxy or himself counting the votes and such declaration shall be deemed to be the resolution of the General Meeting. 19.15 Each annual general meeting of the Company shall provide for at least the following business to be transacted - 19.15.1 the presentation of the Directors' report, audited annual financial statements for the immediately preceding financial year of the Company and an audit committee report; 19.15.2 the election or re-election of Directors as the case may be, to the extent required by the Act and this Memorandum of Incorporation; 19.15.3 the appointment of an external auditor and an audit committee for the Company for the following year; 19.15.4 the election of a chairperson of the audit committee; 19.15.5 any other matter required from time to time by the Act and/or the Listings Requirements; and 19.15.6 any matters raised by the Shareholders, with or without advance notice to the Company. 19.16 No business shall be transacted at the resumption of any adjourned General Meeting other than the business left unfinished at the General Meeting from which the adjournment took place. 19.17 Subject to any special rights or restrictions as to voting attached to any Share by or in accordance with this Memorandum of Incorporation, at a General Meeting - 19.17.1 every Shareholder who is present at the General Meeting, whether as a Shareholder or as proxy for a Shareholder and entitled to exercise voting rights
shall be entitled to 1 (one) vote on a show of hands, in respect of each Share that the Shareholder holds; 19.17.2 on a poll any person who is present at the General Meeting, whether as a Shareholder or as proxy of a Shareholder, has the number of votes determined in accordance with the voting rights associated with the Shares held by that Shareholder; and 19.17.3 the holders of any Securities, other than ordinary Shares,and any special Shares created for the purposes of black economic empowerment in terms of the BEE Act and BEE Codes, shall not be entitled to vote on any resolution taken by the Company, save for as permitted by 4.7.2. In instances that such Shareholders are permitted to vote at General Meetings, their votes may not carry any special rights or privileges and they shall be entitled to one vote for each Share that they hold, provided that their total voting right at such a General Meeting may not exceed 24,99% (twenty four comma nine nine per cent) of the total voting rights of all Shareholders at such General Meeting. 19.18 At any meeting of the Company a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded in accordance with the provisions of 19.19, and unless a poll is so demanded, a declaration by the chairperson that a resolution has, on a show of hands, been carried or carried unanimously or by a particular majority or defeated, and an entry to that effect in the book containing the minutes of the proceedings of the Company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution. The demand for a poll may be withdrawn. 19.19 Voting shall be conducted by means of a polled vote in respect of any matter to be voted on at a meeting of Shareholders if a demand is made for such a vote by - 19.19.1 at least 5 (five) persons having the right to vote on that matter, either as Shareholders or as proxies representing Shareholders; or