Rebosis Property Fund : Update on the Disposal of a Portfolio of Property Assets

REBOSIS PROPERTY FUND LIMITED (Incorporated in the Republic of South Africa) (Registration number 2010/003468/06)

JSE share code: REA ISIN: ZAE000240552 JSE share code: REB ISIN: ZAE000201687 Alpha code: REBI

(Approved as a REIT by the JSE) ("Rebosis" or "the Company")

UPDATE ON THE DISPOSAL OF A PORTFOLIO OF PROPERTY ASSETS

Shareholders are referred to the announcement released on SENS on 21 October 2021 (the "21 October Announcement"), wherein the Company advised that it, together with its wholly-owned subsidiary Ascension Properties Limited (collectively the "Rebosis Group"), had concluded agreements ("Transaction Agreements") with Ulricraft Proprietary Limited (the "Purchaser"), in terms of which the Purchaser will acquire from the Rebosis Group the portfolio of rental enterprises (and accompanying immovable properties) ("Rental Enterprises") ("Sale Portfolio") as described in the 21 October Announcement, as a going concern and for an aggregate cash consideration of R6 319 099 000 (the "Transaction").

Shareholders were further advised that the Transaction was entered into subject to certain conditions precedent, one of which being that the Purchaser must confirm in writing to the Rebosis Group that it is satisfied with the outcome of the due diligence investigation being undertaken by it in respect of the Sale Portfolio before 11 March 2022. The Transaction Agreements made provision for an individual estimated NOI ("Individual Estimated NOI") in respect of each of the Rental Enterprises in the Sale Portfolio. This value was calculated, initially, as an amount equal to the agreed individual purchase price ("Individual Purchase Price") attributable to that Rental Enterprise multiplied by 9.5% (being the agreed yield at which the Sale Portfolio is to be sold in terms of the Transaction). An upward change to the the Individual Estimated NOI of any Rental Enterprise will cause an upward change to the Individual Purchase Price attributed to each Rental Enterprise, and vice versa.

The written notice of the Purchaser's satisfaction with the outcome of the due diligence investigation has been issued to the Rebosis Group timeously, and has been countersigned by the Rebosis Group, thus indicating that it recognises the fulfilment of the applicable condition precedent.

The Transaction Agreements include provisions in terms of which, during the due diligence investigation period, the Parties may agree to exclude certain Rental Enterprises from the Sale Portfolio or agree on adjusted Individual Purchase Prices for certain Rental Enterprises ("Reduction Rights"). In accordance with these Reduction Rights, the Parties have agreed that the Transaction shall be implemented on the basis that the Purchaser shall acquire from the Rebosis Group the Sale Portfolio of Rental Enterprises, which Sale Portfolio has been reduced through the removal of 11 Rental Enterprises (the "Revised Sale Portfolio") (as outlined more fully below) as a going concern, for an aggregate cash consideration of R3 354 852 709 (the "Revised Purchase Consideration") at a blended yield of 9.4%.

During the due diligence investigation the sale of certain Rental Enterprises comprising the Sale Portfolio ("Conditional Enterprise(s)") was also made conditional upon the fulfilment by a specific date ("Fulfilment Date") of certain conditions in respect of each such Conditional Enterprise. If any condition stipulated by the Purchaser in respect of a Conditional Enterprise has not been fulfilled before the relevant Fulfilment Date, the Purchaser is entitled, at its discretion, to waive the requirement to fulfil that condition and may request that the Conditional Enterprise be included in the Portfolio once again, failing which such Conditional Enterprise will be excluded from the Transaction. The Revised Sale Portfolio details are outlined below:

Rebosis Sale Portfolio:

Total Rebosis Portfolio

1 770 200 000

177 380 889

1 929 013 342

* the valuations were performed in November 2021 by Quadrant Properties, who is independent from the Company and registered as a professional valuer in terms of the Property Valuers Profession Act, 47 of 2000.

Ascension Sale Portfolio:

• * the valuations were performed in November 2021 by Quadrant Properties, who is independent from the Company and registered as a professional valuer in terms of the Property Valuers Profession Act, 47 of 2000.

• ^ these properties are in the process of being converted to student accommodation and, as such, are vacant currently.

The Revised Sale Portfolio and Revised Purchase Consideration have been agreed to in order to procure that the Transaction may close more expeditiously as this equates to a lower quantum of equity required by the Purchaser. Further, the Purchaser has indicated its willingness to proceed with the acquisition of the balance of the assets (the excluded Rental Enterprises) subject to a capital raise and the fulfilment of certain other conditions.

The Transaction Agreements also provide that the Transaction is subject to a further condition precedent requiring the Purchaser to obtain finance before 22 April 2022 in the amount of the Revised Purchase Consideration agreed between the parties. The Company will be able to confirm the fulfilment of this condition precedent in due course.

25 March 2022

Transaction sponsor