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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: VKE 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
21 January 2026, 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 EUR44 000 000.
As communicated to shareholders through a SENS announcement on 2 February 2026, Castellana concluded
an agreement to acquire Berceo Shopping Centre, dominant and well-established regional shopping centre
located in the city of Logrono, La Rioja, Spain (the "Property") for a purchase consideration of
EUR108 000 000 (the "purchase consideration") ("the Acquisition").
The shareholder loan has been used to provide funding of a capital nature to Castellana to partially fund the
Acquisition and comprises of the following salient terms:
- EUR44 000 000 with a repayment date in April 2026, bearing interest at a rate of 4.0%.
The shareholder loan, which will be converted to equity in line with Spanish regulations in due course, 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.
3 February 2026
JSE sponsor NSX sponsor
Java Capital IJG Securities (Pty) Ltd
Date: 03-02-2026 02:35:00
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