INDLUPLACE PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2013/226082/06)
JSE share code: ILU ISIN: ZAE000201125
(Approved as a REIT by the JSE)
(“Indluplace” or “the Company”)



POSTING OF SCHEME CIRCULAR AND SALIENT DATES AND TIMES IN RESPECT OF THE SCHEME


POSTING OF SCHEME CIRCULAR AND NOTICE OF SCHEME MEETING

Shareholders are referred to the joint firm intention announcement released on SENS by Indluplace and SA Corporate
Real Estate Limited (“SA Corporate”) (together, the “Parties”) on 14 March 2023 wherein shareholders were advised
that the Parties had concluded the scheme implementation agreement, in terms of which SA Corporate made an offer to
acquire the entire issued share capital of Indluplace, to be effected by way of a scheme of arrangement (“scheme”) in
terms of section 114(1)(c) of the Companies Act, 71 of 2008 (“Companies Act”), to be proposed by the Indluplace
board (on recommendation of the independent board) to its shareholders, and to which SA Corporate will be a party.

On Friday, 5 May 2023, Indluplace distributed a circular to its shareholders relating to the scheme (the “scheme
circular”). The scheme circular incorporates a notice of scheme meeting for the purposes of approving the resolutions
required to implement the scheme. A scheme meeting of shareholders will be held at 10:00 on Monday,
5 June 2023 at the registered office of Indluplace (2nd Floor, 158 Jan Smuts, 9 Walters Street, Rosebank, Johannesburg
2076), as well as virtually via a remote interactive electronic platform, Microsoft Teams, for the purpose of considering
and, if deemed fit, passing with or without modification the resolutions required to be approved by shareholders in order
to authorise and implement the scheme. Terms defined in the scheme circular shall, where used in this announcement,
bear the same meaning as ascribed to them in the scheme circular.

Copies of the scheme circular are available on the Company’s website at: https://www.indluplaceproperties.co.za/5-
prospectus-and-circulars.php and may be requested from investorrelations@indluplaceproperties.co.za or the sponsor,
Java Capital, at sponsor@javacapital.co.za.

OPINIONS AND RECOMMENDATIONS OF THE INDEPENDENT BOARD

The independent board of Indluplace, comprising Selwyn Noik, Nindiphiwe Tetyana and Clifford Abrams (the
“independent board”) appointed Deloitte & Touche (Financial Advisory Southern Africa) (“Deloitte”) to provide the
independent board with its opinion as to whether the terms of the scheme are fair and reasonable to Indluplace
shareholders, in accordance with the requirements of Chapter 5 of the Companies Regulations, 2011.

Deloitte has delivered to the independent board its opinion that, as at the date of issue of its opinion, the scheme is fair
and reasonable to Indluplace shareholders. The independent board, having considered the terms of the scheme and, inter
alia, the opinion of Deloitte, is of the view that the scheme is fair and reasonable to Indluplace shareholders.

SALIENT DATES AND TIMES

The salient dates and times relating to the scheme and its implementation are set out below:

                                                                                                                     2023
 Record date to determine which Indluplace shareholders are entitled to receive this
 circular                                                                                                Friday, 28 April

 Circular together with the accompanying notice convening the scheme meeting, form
 of proxy and form of surrender and transfer distributed to Indluplace shareholders on                     Friday, 5 May

 Announcement relating to the issue of the circular (together with the notice of the
 scheme meeting) released on SENS on                                                                       Friday, 5 May
Announcement relating to the issue of the circular (together with the notice of the
scheme meeting) published in the press on                                                     Monday, 8 May

Last date to trade in Indluplace shares on the JSE in order to be recorded on the
register to vote at the scheme meeting on                                                    Tuesday, 23 May

Record date to be eligible to vote at the scheme meeting, being the voting record date,
by the close of trade on                                                                       Friday, 26 May

Last date and time to lodge forms of proxy in respect of the scheme meeting with the
transfer secretaries by 10:00 on (alternatively, the form of proxy may be provided to
the chairperson of the scheme meeting at any time prior to the commencement of the
scheme meeting or prior to voting on any resolution to be proposed at the scheme
meeting)                                                                                     Thursday, 1 June

Last date and time for Indluplace shareholders to give notice of their objections to the
special resolution approving the scheme in terms of section 164(3) of the Companies
Act by no later than 10:00 on                                                                 Monday, 5 June

Scheme meeting held at 10:00 on                                                               Monday, 5 June

Results of the scheme meeting released on SENS on                                             Monday, 5 June

Results of the scheme meeting published in the press on                                       Tuesday, 6 June

Last date for shareholders who voted against the scheme to require Indluplace to seek
court approval for the scheme in terms of section 115(3)(a) of the Companies Act, if
at least 15% of the total votes of shareholders at the scheme meeting were exercised
against the scheme                                                                           Monday, 12 June

Last date on which Indluplace shareholders can make application to the court in terms
of section 115(3)(b) of the Companies Act on                                                 Tuesday, 20 June

Last date for Indluplace to give notice of adoption of the special resolution approving
the scheme to Indluplace shareholders who objected to the special resolution in terms
of section 164(4) of the Companies Act on                                                    Tuesday, 20 June

If no Indluplace shareholders exercise their rights in terms of section 115(3)(a) or section 115(3)(b) of the
Companies Act and the interim fulfilment date occurs on any day after the 15th calendar day of the interim
fulfilment month:

Finalisation date expected to be on                                                          Tuesday, 18 July

Finalisation announcement in respect of the scheme expected to be released on SENS
by 11:00 on                                                                                  Tuesday, 18 July

Finalisation announcement in respect of the clean-out distribution expected to be
released on SENS by 11:00 on                                                                 Tuesday, 18 July

Finalisation date announcement in respect of the scheme expected to be published in
the press on                                                                               Wednesday, 19 July

Expected last day to trade in Indluplace shares on the JSE in order to be recorded on
the register on the scheme record date to receive the scheme consideration on                Tuesday, 25 July

Expected last day to trade in Indluplace shares on the JSE in order to be recorded on
the register on the clean-out distribution record date to receive the clean-out
distribution on                                                                              Tuesday, 25 July

Expected date of the suspension of listing of Indluplace shares on the JSE at the
commencement of trade on                                                                   Wednesday, 26 July
 Expected scheme record date on which Indluplace shareholders must be recorded in
 the register to receive the scheme consideration by close of trade on                                                         Friday, 28 July

 Expected clean-out distribution record date on                                                                                Friday, 28 July

 Expected scheme operative date on                                                                                           Monday, 31 July

 Expected implementation date, being the date on which the scheme consideration will
 be paid to certificated shareholders who are scheme participants (provided their form
 of surrender and transfer and documents of title are received on or before 12:00 on
 the scheme record date) on                                                                                                  Monday, 31 July

 Expected date on which dematerialised shareholders who are scheme participants will
 receive the scheme consideration on                                                                                         Monday, 31 July

 Expected date for the clean-out distribution to be paid to Indluplace shareholders
 recorded on the register on the clean-out distribution record date on                                                       Monday, 31 July

 Expected termination of listing of Indluplace shares on the JSE at the commencement
 of trade on or about                                                                                                      Tuesday, 1 August

Notes:
1.     All times are local times in South Africa and may be changed by mutual agreement, in writing, between Indluplace and SA Corporate
       (subject to the approval of the JSE and/or the TRP, if required). The dates have been determined based on certain assumptions regarding
       the date by which certain shareholder and regulatory approvals will be obtained and that no court approval or review of the scheme
       resolution will be required. Any change in the dates and times will be released on SENS and published in the press.
2.     A form of proxy not lodged with the transfer secretaries may be provided to the chairperson of the scheme meeting at any time prior to the
       commencement of the scheme meeting or prior to voting on any resolution to be proposed at the scheme meeting.
3.     If the scheme meeting is adjourned or postponed, a form of proxy submitted for the initial scheme meeting will remain valid in respect of
       any adjournment or postponement of the scheme meeting, unless it is withdrawn.
4.     If the scheme meeting is adjourned or postponed then forms of proxy that have not yet been submitted should be lodged with the transfer
       secretaries by no later than 2 business days before the adjourned or postponed scheme meeting but may nonetheless be provided to the
       chairperson of the adjourned or postponed scheme meeting at any time prior to the commencement of the adjourned or postponed scheme
       meeting or prior to voting on any resolution to be proposed at the adjourned or postponed scheme meeting.
5.     Indluplace shareholders should note that as transactions in shares are settled in the electronic settlement system used by Strate, settlement
       of trades takes place 3 business days after such trades. Therefore, Indluplace shareholders who acquire Indluplace shares after close of
       trade on Tuesday, 23 May 2023 will not be eligible to vote at the scheme meeting.

INDEPENDENT BOARD AND INDLUPLACE BOARD RESPONSIBILITY STATEMENT

The independent board and Indluplace board (to the extent that the information relates to Indluplace) collectively and
individually accept responsibility for the information contained in this announcement and certify that, to the best of their
knowledge and belief, the information contained in this announcement relating to Indluplace is true and this
announcement does not omit anything that is likely to affect the import of such information.

5 May 2023


Corporate advisor and sponsor to Indluplace




Corporate advisor and sponsor to SA Corporate




Legal advisor