Dipula Income Fund Limited A (JSE:DIA) News - Posting of scheme circular and salient dates and times in respect of the scheme DIPULA INCOME FUND LIMITED Incorporated in the Republic of South Africa Registration number: 2005/013963/06 JSE share code: DIA ISIN: ZAE000203378 JSE share code: DIB ISIN: ZAE000203394 (Approved as a REIT by the JSE) ("Dipula" or the "Company") POSTING OF SCHEME CIRCULAR AND SALIENT DATES AND TIMES IN RESPECT OF THE SCHEME POSTING OF SCHEME CIRCULAR AND NOTICE OF SHAREHOLDER MEETINGS Shareholders are referred to the revised firm intention announcement published on SENS on 23 December 2021 detailing the terms of the proposed scheme of arrangement in terms of section 114 of the Companies Act, No. 71 of 2008 (the "Companies Act") between Dipula and Dipula A shareholders, which, if implemented, will result in Dipula repurchasing all of the Dipula A shares held by Scheme Participants, in consideration for the issue of 2.4 Dipula B shares for every Dipula A share (the "Scheme"). Dipula has, on Tuesday, 8 March 2022, distributed a circular to its shareholders relating to the Scheme (the "Scheme Circular"). Capitalised terms in this announcement bear the same meaning as in the Scheme Circular. The Scheme Circular incorporates the respective notices of the Dipula Shareholder Meetings for the purpose of approving the resolutions required to implement the Scheme. Copies of the Scheme Circular are available on the Company’s website at: https://www.dipula.co.za/index.php/investors/circulars and may be requested from taryn@dipula.co.za or the sponsor, Java Capital, at sponsor@javacapital.co.za. The Dipula Shareholder Meetings will be held on Thursday, 7 April 2022 at the registered office of Dipula (12th Floor, Firestation Rosebank, 16 Baker Street, Rosebank, 2196), as well as virtually via a remote interactive electronic platform, Microsoft Teams, as follows: - The Combined Meeting of Dipula shareholders will be held at 10:00 for the purpose of considering and, if deemed fit, passing, with or without modification, the resolutions required to authorise and implement the Scheme; - The general meeting of DIA shareholders will be held at 10:30 or 5 minutes after the completion of the Combined Meeting, whichever is the later, for the purpose of considering and, if deemed fit, passing, with or without modification, the resolutions required to authorise and implement the Scheme; and - The general meeting of DIB shareholders will be held at 11:00 or 5 minutes after the completion of the DIA General Meeting, whichever is the later, for the purpose of considering and, if deemed fit, passing, with or without modification, the applicable Transaction Resolutions. OPINIONS AND RECOMMENDATIONS OF THE INDEPENDENT BOARD The Independent Board of Dipula, comprising Brian Azizollahoff, Syd Halliday and Elias Links appointed BDO to provide the Independent Board with its opinion as to whether the terms of the Scheme are fair and reasonable to DIA Shareholders, in accordance with the requirements of Chapter 5 of the Companies Regulations, 2011. BDO 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 DIA Shareholders. BDO’s fair and reasonable opinion is set out in Annexure 1 of the Scheme Circular. The Independent Board, having considered the terms of the Scheme and, inter alia, the opinion of BDO, is of the view that the Scheme is fair and reasonable to DIA Shareholders. SALIENT DATES AND TIMES The salient dates and times relating to the Scheme and its implementation are set out below: 2022 Record date to determine which Dipula shareholders are entitled to receive the Scheme Circular Friday, 25 February Scheme Circular together with the accompanying notices convening the Dipula Shareholder Meetings, forms of proxy and form of election, surrender and transfer posted to Dipula shareholders on Tuesday, 8 March Announcement relating to the issue of the Scheme Circular (together with the notices of the Dipula Shareholder Meetings) released on SENS on Tuesday, 8 March Announcement relating to the issue of the Scheme Circular (together with the notices of the Dipula Shareholder Meetings) published in the press on Wednesday, 9 March Last date to trade in Dipula Shares on the JSE in order to be recorded on the register to vote at the appropriate Dipula Shareholder Meeting(s) on Tuesday, 29 March Record date to be eligible to vote at the appropriate Dipula Shareholder Meeting(s), being the voting record date, by the close of trade on Friday, 1 April Last date and time to lodge forms of proxy in respect of the Dipula Shareholder Meetings with the transfer secretaries by 10:00 on (alternatively, the form of proxy may be handed to the chairperson of the Dipula Shareholder Meetings at any time prior to the commencement of the applicable Dipula Shareholder Meeting or prior to voting on any resolution to be proposed at the applicable Dipula Shareholder Meeting) Tuesday, 5 April Last date and time for Dipula 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 Thursday, 7 April Combined Meeting held at 10:00 on Thursday, 7 April DIA General Meeting held at 10:30 or 5 minutes after the completion of the Combined Meeting, whichever is the later, on Thursday, 7 April DIB General Meeting held at 11:00 or 5 minutes after the completion of the DIA General Meeting, whichever is the later, on Thursday, 7 April Results of the Dipula Shareholder Meetings released on SENS on Thursday, 7 April Results of the Dipula Shareholder Meetings published in the press on Friday, 8 April Last date for shareholders who voted against the Scheme to require Dipula 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 Combined Meeting were exercised against the Scheme Thursday, 14 April Last date on which Dipula shareholders can make application to the court in terms of section 115(3)(b) of the Companies Act on Monday, 25 April Last date for Dipula to give notice of adoption of the special resolution approving the Scheme to Dipula shareholders who objected to such special resolution in terms of section 164(3) of the Companies Act on Monday, 25 April If no Dipula shareholders exercise their rights in terms of section 115(3)(a) or section 115(3)(b) of the Companies Act: Finalisation date expected to be on Tuesday, 3 May Finalisation announcement in respect of the Scheme expected to be released on SENS on Tuesday, 3 May Finalisation date announcement in respect of the Scheme expected to be published in the press on Wednesday, 4 May Dipula to release interim results for the six months ended 28 February 2022 and potentially declare the H1 2022 Dividend on or about Thursday, 5 May Expected last day to trade in DIA Shares on the JSE in order to be recorded on the register on the Scheme Record Date to receive the Scheme Consideration on Tuesday, 17 May Expected last day to trade cum dividend in DIA Shares and DIB Shares Tuesday, 17 May Expected date of the suspension of listing of DIA Shares on the JSE at the commencement of trade on Wednesday, 18 May Expected date on which Dipula Shares trade ex-dividend Wednesday, 18 May Announcement of the value of cash payments arising from fractional entitlements expected to be released on SENS by 11:00 on Thursday, 19 May Announcement of the value of cash payments arising from fractional entitlements expected to be released in the press on Friday, 20 May Expected Scheme Record Date on which DIA Shareholders must be recorded in the register to receive the Scheme Consideration by close of trade on Friday, 20 May Expected record date on which Dipula Shareholders must be recorded in the register to receive the H1 2022 Dividend ("Dividend Record Date") by close of trade on Friday, 20 May Expected Scheme Operative Date Monday, 23 May Expected implementation date, being the date on which the Scheme Consideration will be issued to Scheme Participants (provided their form of election, surrender and transfer and documents of title are received on or before 12:00 on the Scheme Record Date) Monday, 23 May Expected date on which dematerialised shareholders who are Scheme Participants will receive the Scheme Consideration Monday, 23 May Expected date on which Scheme Participants will receive cash payments arising from fractional entitlements Monday, 23 May Expected date for the H1 2022 Dividend to be paid to Dipula Shareholders recorded in the register on the Dividend Record Date Monday, 23 May Expected termination of listing of DIA Shares on the JSE at the commencement of trade on or about Tuesday, 24 May Notes 1. All times given in this announcement are local times in South Africa and may be changed by Dipula (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 applicable 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 handed to the chairperson of the Dipula Shareholder Meetings at any time prior to the commencement of any of the Dipula Shareholder Meetings or prior to voting on any resolution to be proposed at any of the Dipula Shareholder Meetings. 3. If any of the Dipula Shareholder Meetings is adjourned or postponed, a form of proxy submitted for the initial meeting will remain valid in respect of any adjournment or postponement of the meeting, unless it is withdrawn. 4. If any of the Dipula Shareholder Meetings 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 two business days before the adjourned or postponed meeting but may nonetheless be handed to the chairperson of the adjourned or postponed meeting at any time prior to the commencement of the adjourned or postponed meeting or prior to voting on any resolution to be proposed at the adjourned or postponed meeting. 5. Dipula shareholders should note that as transactions in shares are settled in the electronic settlement system used by Strate, settlement of trades takes place three business days after such trades. Therefore, Dipula shareholders who acquire Dipula Shares after close of trade on Tuesday, 29 March 2022 will not be eligible to vote at the Dipula Shareholder Meetings. 6. No dematerialisation or rematerialisation of DIA Shares may take place after Tuesday, 17 May 2022, being the last date to trade in DIA Shares on the JSE in order to be recorded on the register on the Scheme Record Date. 7. If the Scheme is approved by such number of Dipula shareholders at the Combined Meeting so that a Dipula shareholder may require Dipula to obtain court approval of the Scheme as contemplated in section 115(3)(a) of the Companies Act, and if a Dipula shareholder in fact delivers such a request, the dates and times set out above will require amendment. Dipula shareholders will be notified separately of the applicable dates and times under this process. 8. If any Dipula shareholder who votes against the Scheme exercises its rights in terms of section 115(3)(b) of the Companies Act and applies to court for a review of the Scheme, the dates and times set out above will require amendment. Dipula shareholders will be notified separately of the applicable dates and times under this process. RESPONSIBILITY STATEMENT The Independent Board accepts responsibility for the information contained in this announcement and certifies that, to the best of its knowledge and belief, the information contained in this announcement relating to Dipula is true and this announcement does not omit anything that is likely to affect the import of such information. 8 March 2022 Corporate advisor and sponsor Java Capital Date: 08-03-2022 03:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.