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SENS announcement

Update on proposed amendments to the Redefine Incentive Scheme and amendment of special resolution number 1

Published: 25 Jan 2023
Update on proposed amendments to the Redefine Incentive Scheme and amendment of special resolution number 1

(Incorporated in the Republic of South Africa)
(Registration number 1999/018591/06)
JSE share code: RDF ISIN: ZAE000190252
LEI: 37890061EC026A7DA532
Debt company code: BIRDF
(Approved as a REIT by the JSE)
("Redefine" or "the company")


Update on the proposed amendments to the Redefine Executive Incentive Scheme

Shareholders are referred to the information set out in annexure 1 to the notice of annual general meeting
("AGM") relating to the proposed amendments to the Redefine Executive Incentive Scheme ("Incentive
Scheme"), including a share purchase scheme ("Purchase Scheme") that was adopted in 2013.

Shareholders are advised that Redefine has received an advanced tax ruling from SARS ("SARS
Ruling") in respect of the cancellation and unwind of the Purchase Scheme in its entirety. The SARS
Ruling confirms that the amount of the outstanding capital in respect scheme debt waived by Redefine
will be exempt from income tax in the hands of the participants in terms of section 10(1)(nE) of the
Income Tax Act 58 of 1962 and shall therefore not give rise to any employees' tax withholding obligation
for Redefine. The SARS Ruling further confirmed that the amount of outstanding capital waived by
Redefine will reduce the base cost of the scheme shares for each participant. The effect of the base cost
reduction is that it may result in a capital gains tax liability for certain of the participants following the
unwind and cancellation of the Purchase Scheme (which remains subject to shareholder approval at the
upcoming AGM). Should the proposed amendments be implemented, each participant will be personally
liable to settle any capital gains tax liability which may arise.

Amendment of special resolution number 1 proposed for adoption at the AGM

Shareholders are referred to Redefine's notice of AGM dispatched to shareholders on Thursday,
15 December 2022 and in particular to special resolution number 1 proposing the remuneration of the
non-executive directors.

Shareholders are advised that the fees disclosed in respect of the remuneration committee chair and
the remuneration committee members for the prior 2022 period were incorrectly disclosed and should
have been disclosed as follows:

Proposed 2023 2022 fees Proposed %
fees increase in fees
Remuneration committee chair R257 200 R244 950 5%
Remuneration committee member R123 000 R117 950 5%

The proposed fees payable for 2023 remain unchanged.

The amended notice of annual general meeting reflecting the amendment to the 2022 fees as set out in
special resolution number 1 is available on the Company's website at

The AGM will be held at 10:00 on Thursday, 23 February 2023. The last day to trade in order to be
participate in and vote at the AGM is Tuesday, 14 February 2023, and the record date for voting purposes
is Friday, 17 February 2023.

The AGM will be conducted by electronic communication as contemplated in section 63(2)(b) of the
Companies Act and shareholders or their proxies can access the meeting platform at A shareholders' guide is available in the notice of AGM to assist and provide
meeting participation guidelines.

Shareholders are reminded that they can submit proxy forms or withdraw proxy forms already given and
submit amended proxy forms at any time prior to the voting on any resolution proposed at the AGM.

25 January 2023

Java Capital

Date: 25-01-2023 03:32:00
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