dipula INCOME FUND

SUSTAINABLE PROPERTY RETURNS

2024

EXTRACTS OF CONSOLIDATED FINANCIAL RESULTS AND NOTICE OF ANNUAL GENERAL MEETING

FOR THE YEAR ENDED 31 AUGUST 2024

AVAILABILITY OF 2024 INTEGRATED ANNUAL REPORT

This document is important and requires your immediate attention

This document contains a summary of the audited annual financial statements for the year ended 31 August 2024. The audited annual financial statements for the year ended 31 August 2024 were prepared by Mr S Moodley (Financial Director) and Mrs R Maree (Finance Executive).

We are committed to providing stakeholders with an integrated report and a sustainability report outlining a complete overview of the Company's strategy, governance systems, performance and prospects as well as social and environmental aspects.

In our commitment to sustainability, we have taken cognisance of international trends to supply this information in electronic format, as a means of cost savings and conservation of natural resources. The full integrated report containing the audited annual financial statements for the year ended 31 August 2024 and the sustainability report for the same year are therefore available on our website www.dipula.co.za/investors/financials/annual-reports. Further, hard copies of the reports are available from Dipula's offices on request.

Please find enclosed the notice of AGM and proxy form as well as summarised financial statements.

PALM COURT

DIPULA INCOME FUND
Extracts of consolidated financial results and notice of annual general meeting for the year ended 31 August 2024

NOTICE OF AGM

Dipula Income Fund Limited

(Incorporated in the Republic of South Africa)

(Registration number 2005/013963/06)

JSE share code: DIB ISIN: ZAE000203394

(Approved as a REIT by the JSE)

("Dipula" or "the Company" or "the Group")

Notice is hereby given to shareholders of the Company that the Company's annual general meeting ("AGM") will be held at its registered address, at 12th Floor, Firestation Rosebank, 16 Baker Street, Rosebank on Tuesday, 18 February 2025 at 09:00.

The purpose of the meeting is to:

present the audited consolidated annual financial statements of the Company and the Group for the year ended 31 August 2024 incorporating the reports of the directors, the independent auditor, the Audit and Risk Committee and the Social, Ethics and Sustainability Committee of the Company. The Company's Social, Ethics and Sustainability Committee report, which deals with matters within its mandate, is included on page 113 of the Company's integrated report. Copies of the complete integrated report which includes the consolidated annual financial statements of the Company and the separate sustainability report may be obtained from the Company's registered address during office hours or from the Company's website, www.dipula.co.za;
deal with any other business as may be dealt with at the AGM; and
consider and, if deemed fit, to adopt, with or without modification, the special and ordinary resolutions set out below in the manner required by the Companies Act No. 71 of 2008, as amended ("the Companies Act"), as read with the Listings Requirements of the JSE Limited ("the JSE Listings Requirements").

Identification of meeting participants

In terms of section 63(1) of the Companies Act, meeting participants (including proxies) are required to provide reasonably satisfactory identification before being entitled to attend or participate in a meeting. Forms of identification that will be accepted include original and valid identity documents, drivers' licences and passports.

Important dates

Record date for purposes of receiving this notice	Friday, 29 November 2024
Notice of AGM together with the accompanying form of proxy posted to shareholders on	Tuesday, 10 December 2024
Announcement relating to the issue of the notice of AGM released on SENS on	Tuesday, 10 December 2024
Last day to trade in order to be eligible to participate in and vote at the AGM	Tuesday, 4 February 2025
Record date for purposes of voting at the AGM ("voting record date")	Friday, 7 February 2025
Recommended last day to lodge forms of proxy by 16:00 on	Friday, 14 February 2025
AGM held at 09:00 on	Tuesday, 18 February 2025
Results of AGM released on SENS on	Tuesday, 18 February 2025

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, 4 February 2025 will not be eligible to vote at the AGM.

NOTICE OF AGM (continued)

Electronic participation

The Company has made provision for shareholders or their proxies to participate electronically in the AGM by way of an interactive electronic platform in accordance with section 63(2)(b) of the Companies Act.

Shareholders who wish to participate electronically at the AGM are required to contact the Company secretary at [email protected] (for the attention of Natasha Davies) as soon as possible, but in any event, for administrative purposes only, by no later than 16:00 on Thursday, 13 February 2025. However, this will not in any way affect the rights of shareholders to register for the AGM after this date, provided that only those shareholders who are fully verified (as required in terms of section 63(1) of the Companies Act) and subsequently registered at the commencement of the AGM, will be allowed to participate by electronic means. Shareholders wishing to vote, will be assisted by the Company's transfer secretaries, JSE Investor Services Proprietary Limited ("JSE Investor Services"), where required and only through means of submitting their vote on the appropriate proxy form issued by JSE Investor Services, as provided at the AGM.

Shareholders wishing to participate electronically are also required to provide the following details:

an email address;
cellular number and landline; and
full details of the shareholder's title to securities issued by the Company and proof of identity:
for certificated ordinary shares – copies of identity documents and share certificates; and
for dematerialised ordinary shares – written confirmation from the shareholder's CSDP confirming the shareholder's title to the dematerialised ordinary shares.

Upon receipt of the required information the shareholder concerned will be provided with a secure link and instructions to access the electronic communication during the AGM.

Aside from the costs incurred by the Company as a result of the hosting of the AGM by way of a remote interactive electronic platform, which shareholders can choose to access, shareholders will be liable for their own network charges in relation to electronic participation at the AGM. Any such charges will not be for the account of the Company and/or the Company secretary. Neither the Company nor the Company secretary can be held accountable in the case of loss of network connectivity or other network failure due to insufficient airtime, internet connectivity, internet bandwidth and/or power outages which prevents any such shareholder from participating at the AGM.

Voting procedures and proxies

Shareholders are reminded that they are still able to vote normally through proxy submission, despite deciding to participate either electronically or not at all in the AGM.

A form of proxy is enclosed for the convenience of certificated and own-name dematerialised shareholders, who hold shares and cannot attend the AGM, but wish to be represented thereat. A shareholder of the Company entitled to attend, speak and vote at the AGM is entitled to appoint a proxy or proxies to attend, speak and vote in his/her stead. The proxy need not be a shareholder of the Company.

Completed proxy forms should be delivered by email to the transfer secretaries, JSE Investor Services, at [email protected] or by post to JSE Investor Services at 5th Floor, One Exchange Square, Gwen Lane, Sandown, 2196, before the person(s) so empowered seeks to exercise any right granted to it under such instrument, and are requested to be lodged timeously so as to be received, for administrative purposes, by 16:00 on Friday, 14 February 2025. Proxy forms delivered on the day of the meeting must be delivered by email to JSE Investor Services at [email protected] with a copy thereof to the Company secretary at [email protected] to be received by both of them before the person so empowered seeks to exercise any right granted to it under such instrument.

Shareholders are strongly encouraged to submit votes by proxy before the AGM.

DIPULA INCOME FUND

Extracts of consolidated financial results and notice of annual general meeting for the year ended 31 August 2024

If dematerialised shareholders without "own-name" registration wish to participate in the AGM, they must instruct their Central Securities Depository Participant ("CSDP") or broker to issue them with the necessary letter of representation. These instructions must be provided to the CSDP or broker by the cut-off time and date advised by the CSDP or broker for instructions of this nature. Such shareholders are advised that they must provide their CSDP or broker with separate voting instructions in respect of their shares.

The chairman of the AGM may reject or accept any form of proxy which is completed and/or received otherwise than in accordance with the proxy notes, provided that he/she is satisfied as to the manner in which the shareholder concerned wishes to vote.

On a show of hands, every shareholder of the Company present in person or represented by proxy shall have one vote. On a poll, every shareholder of the Company present in person or represented by proxy shall have one vote for every share held in the Company by such shareholder.

Voting requirements

Votes may be exercised in person or by proxy in accordance with the above instructions. Apart from ordinary resolution number 9, all ordinary resolutions require the support of more than 50% of the voting rights exercised by shareholders on the relevant resolution to be approved. Special resolutions require the support of at least 75% of the total voting rights exercised on the relevant resolution to be approved.

In terms of the JSE Listings Requirements, ordinary resolution number 9 requires the support of at least 75% of the voting rights exercised thereon by shareholders to be approved.

The non-binding advisory resolution numbers 1 and 2 are of an advisory nature and if voted against by 25% or more of the voting rights exercised on each such resolution, the Company undertakes to engage with dissenting shareholders to address any legitimate and reasonable objections and concerns raised.

Quorum

A quorum for the purpose of considering the resolutions to be proposed at the AGM shall be three shareholders of the Company entitled to vote at the meeting, present in person or represented by proxy and persons holding at least 25% of all voting rights that are entitled to be exercised by shareholders in respect of the resolutions to be proposed at the AGM.

Re-election of the Company's directors by separate resolutions

As per the memorandum of incorporation of the Company ("MOI"), no director of the Company shall be appointed for life or for an indefinite period, and directors shall rotate in accordance with the following provisions at each AGM:

One-third of the directors (both executive and non-executive), or if their number is not 3 or a multiple of 3, the number nearest to one-third, but not less than one-third, shall retire from office, provided that at least one-third of the non-executive directors for the time being, or if their number is not 3 or a multiple of 3, the number nearest to one-third, but not less than one-third, shall retire from office; and
The directors to retire in every year are, firstly, those who have been appointed to fill a casual vacancy or an additional appointment to the Board of directors of the Company ("the Board"), and secondly, those who have been longest in office since their last election. Notwithstanding the foregoing, if at the date of any annual general meeting, any director will have reached the age of 75 years or older; and/or a non-executive director will have held office for an aggregate period of nine years since his first election or appointment then such director shall retire at such annual general meeting.

DIPULA INCOME FUND

Extracts of consolidated financial results and notice of annual general meeting for the year ended 31 August 2024

NOTICE OF AGM (continued)

The Company wishes to re-elect, by way of separate resolutions, the following directors, each of whom retire in terms of the provisions of the MOI, and, each being eligible, offer themselves for re-election:

ZJ Matlala
BH Azizollahoff
IS Petersen
S Moodley*

Retiring as a result of having held office for an aggregate period of nine years.
** Routine re-election as per MOI and being longest in office since their last election.

The Board has determined that each of the non-executive members standing for re-election is independent and that they possess the required qualifications, skills and experience to fulfil their duties. The Board has also considered the past performance and contribution of each of the directors retiring by rotation and recommends to shareholders each such retiring director's re-election.

Having regard to the number of years for which ZJ Matlala and BH Azizollahoff have served on the Board, the Board resolved to embark on a process of finding suitable replacements for them as soon as possible. The Board has accordingly agreed with them that, if they are re-elected at this AGM, they will step down from the Board as and when their replacements are appointed.

Shareholders are requested to consider and, if deemed fit, to re-elect these retiring directors as members of the Board, by way of passing the separate ordinary resolutions set out below.

Abridged curricula vitae of each of the directors offering themselves for re-election as directors of the Company are detailed on pages 16 and 17.

Ordinary resolution number 1: Re-election of ZJ Matlala as a director
"Resolved that ZJ Matlala be and is hereby re-elected as an independent non-executive director of the Company with effect from the date of the AGM."
Ordinary resolution number 2: Re-election of BH Azizollahoff as a director
"Resolved that BH Azizollahoff be and is hereby re-elected as an independent non-executive director of the Company with effect from the date of the AGM."
Ordinary resolution number 3: Re-election of IS Petersen as a director
"Resolved that IS Petersen be and is hereby re-elected as an executive director of the Company with effect from the date of the AGM."
Ordinary resolution number 4: Re-election of S Moodley as a director
"Resolved that S Moodley be and is hereby re-elected as an executive director of the Company with effect from the date of the AGM."

Annual re-appointment of members of the Audit And Risk Committee

In terms of the Companies Act and JSE Listings Requirements, read with the King IV Report on Corporate Governance for South Africa ("King IV"), the Audit and Risk Committee members should be appointed by the Company's shareholders at each AGM. In terms of the regulations to the Companies Act, at least one-third of the members of a company's Audit and Risk Committee at any particular time must have academic qualifications, or experience, in economics, law, corporate governance, finance, accounting, commerce, industry, public affairs or human resource management.

The Board, having satisfied itself, inter alia, of the independence, qualifications, experience and expertise of the independent non-executive directors offering themselves for appointment or re-appointment, as the case may be, as members of the Company's Audit and Risk Committee, recommends their appointment or re-appointment.

DIPULA INCOME FUND

Extracts of consolidated financial results and notice of annual general meeting for the year ended 31 August 2024

Ordinary resolution number 5: Re-appointment of Z Adams as a member and chairman of the Audit and Risk Committee

"Resolved that in terms of section 94(2) of the Companies Act, Z Adams, an independent non-executive director of the Company, be re-appointed as a member and chairman of the Audit and Risk Committee."

Ordinary resolution number 6: Re-appointment of BH Azizollahoff as a member of the Audit and Risk Committee

"Resolved that in terms of section 94(2) of the Companies Act, BH Azizollahoff, an independent non-executive director of the Company, be re-appointed as a member of the Audit and Risk Committee, subject to his re-election as a director in terms of ordinary resolution number 2."

Ordinary resolution number 7: Re-appointment of N Khoele as a member of the Audit and Risk Committee

"Resolved that in terms of section 94(2) of the Companies Act, N Khoele, an independent non-executive director of the Company, be re-appointed as a member of the Audit and Risk Committee."

Abridged curricula vitae of each of the members standing for re-appointment to the Audit and Risk Committee are detailed on pages 16 and 17.

Re-appointment of the independent external auditor

In terms of section 90(1) of the Companies Act and the JSE Listings Requirements, each year at its AGM, the Company must appoint an auditor who complies with the requirements of section 90(2) of the Companies Act. The Audit and Risk Committee has confirmed Forvis Mazars independence and is satisfied that the appointment of Forvis Mazars will comply with the Companies Act and the JSE Listings Requirements, and accordingly recommends Forvis Mazars for appointment as auditors of the Company.

Ordinary resolution number 8: Re-appointment of the independent external auditor

"Resolved that Forvis Mazars be re-appointed as the Company's independent external auditor for the ensuing year until the conclusion of the next AGM of the Company."

Ordinary resolution number 9: General authority to issue shares for cash

"Resolved that, subject to the restrictions set out below and subject to the provisions of the Companies Act and the JSE Listings Requirements, the directors of the Company be and are hereby authorised, until this authority lapses at the next AGM of the Company or 15 months from the date on which this resolution is passed, whichever is the earlier date, to allot and issue shares in the Company for cash, on the basis that:

(a) the shares which are the subject of the issue for cash must be of a class already in issue or, where this is not the case, must be limited to such shares or rights as are convertible into a class already in issue;

(b) the allotment and issue of shares must be made to persons qualifying as public shareholders and not to related parties as defined in the JSE Listings Requirements, provided that if the Company undertakes an equity raise via a bookbuild process, shares may be allotted and issued to related parties on the basis that such related parties may only participate in the equity raise at the maximum bid price at which they are prepared to take up shares or at the book close price in accordance with the provisions contained in paragraph 5.52(f) of the JSE Listings Requirements;

(c) shares which are the subject of general issues for cash shall not exceed 45 518 440 shares, being 5% of the Company's existing issued shares (excluding treasury shares) as at the date of notice of this AGM, provided that:

any shares issued under this authority, prior to this authority lapsing, shall be deducted from the 45 518 440 shares the Company is authorised to issue in terms of this authority; and
in the event of a sub-division or consolidation of shares prior to this authority lapsing, the existing authority shall be adjusted accordingly to represent the same allocation ratio;

DIPULA INCOME FUND

Extracts of consolidated financial results and notice of annual general meeting for the year ended 31 August 2024

NOTICE OF AGM (continued)

(d) the maximum discount at which shares may be issued is 5% of the weighted average traded price of such shares measured over the 30 business days prior to the date that the price of the issue is agreed between the Company and the party subscribing for the shares adjusted for a dividend where the "ex" date of the dividend occurs during the 30 business day period in question; and

(e) after the Company has issued shares in terms of this general authority to issue shares for cash representing on a cumulative basis within a financial year, 5% or more of the number of shares in issue prior to that issue, the Company shall publish an announcement containing full details of that issue, including the number of shares issued, the average discount to the weighted average traded price of the shares over the 30 business days prior to the date that the issue is agreed in writing between the Company and the party/ies subscribing for the shares and an explanation, including supporting information (if any) of the intended use of the funds."

In terms of the JSE Listings Requirements, in order for ordinary resolution number 9 to be adopted, the support of at least 75% of the total number of votes exercised on this ordinary resolution is required to pass this resolution.

Ordinary resolution number 10: Specific authority to issue shares pursuant to a reinvestment option

"Resolved that, subject to the provisions of the Companies Act, the MOI and the JSE Listings Requirements, if and to the extent that this authority may be required, the directors be and are hereby authorised by way of a specific standing authority to allot and issue shares, as and when they deem appropriate, for the exclusive purpose of affording shareholders opportunities from time to time to elect to reinvest their distributions in new shares of the Company pursuant to a reinvestment option."

Remuneration policy and remuneration implementation report

In terms of King IV and the JSE Listings Requirements, the Company's remuneration policy and the report in respect of the implementation thereof should be tabled for separate non-binding advisory votes at the AGM. The essence of these votes is to enable shareholders to express their views on the remuneration policy adopted by the Company and the manner in which the policy is implemented. Non-binding advisory resolution numbers 1 and 2 are of an advisory nature and failure to pass these resolutions will therefore not have any legal consequences relating to existing arrangements.

Should 25% or more of the votes exercised on either of the non-binding advisory resolution numbers 1 and 2 be votes against either such resolution, the Company undertakes to engage with such dissenting shareholders in order to ascertain the reasons therefor and to address legitimate and reasonable objections and/or concerns.

Non-binding advisory resolution number 1: Endorsement of the remuneration policy

"Resolved that, in accordance with King IV and the JSE Listings Requirements, the shareholders of the Company endorse, through a non-binding advisory vote, the Company's remuneration policy as set out on page 121 of the integrated report."

Non-binding advisory resolution number 2: Endorsement of the remuneration implementation report

"Resolved that, in accordance with King IV and the JSE Listings Requirements, the shareholders of the Company endorse, through a non-binding advisory vote, the Company's remuneration implementation report as set out on pages 121 to 125 of the integrated report."

Ordinary resolution number 11: Signature of documentation

"Resolved that any one director of the Company or the Company secretary be and is hereby authorised to sign all such documentation and do all such things as may be necessary for or incidental to the implementation of the ordinary and special resolutions which are passed by the shareholders with and subject to the terms thereof.

DIPULA INCOME FUND

Extracts of consolidated financial results and notice of annual general meeting for the year ended 31 August 2024

Financial assistance

The Company requires the ability to continue to provide financial assistance, if necessary, in accordance with sections 44 and 45 of the Companies Act. This authority is necessary for the Company to provide financial assistance in appropriate circumstances to subsidiaries and/or other entities that are or become related or inter-related to the Company, if and to the extent that such approval may be required under the Companies Act. Under the Companies Act, the Company will, however, require special resolutions number 1 and number 2 to be adopted, provided that the Board is, in any event, required to be satisfied that the term which the financial assistance is proposed to be given are fair and reasonable to the Company and, immediately after providing the financial assistance, the Company would satisfy the solvency and liquidity test contemplated in the Companies Act. In the circumstances and in order to ensure, inter alia, that the Company's subsidiaries and other related and inter-related companies and corporations have access to financing and/or financial backing from the Company (as opposed to banks), it is necessary to obtain the approval of shareholders, as set out in special resolution number 1 and number 2. Special resolution number 1 will permit the Company to provide direct or indirect financial assistance (within the meaning attributed to that term in section 45 of the Companies Act) to the entities referred to in special resolution number 1 below. Special resolution number 2 will permit the Company to provide direct or indirect financial assistance (within the meaning attributed to that term in section 44 of the Companies Act) to the entities referred to in special resolution number 2 below, for the purposes of the subscription of options and/or securities, issued or to be issued by the Company or its related or inter-related companies, or for the purchase of any securities of the Company or its related or inter-related companies.

14. Special resolution number 1: Financial assistance to related or inter-related parties

"Resolved that, to the extent required by section 45 of the Companies Act, the Board may, subject to compliance with the requirements of the MOI, and the Companies Act, each as presently constituted and as amended from time to time, authorise the Company to provide direct or indirect financial assistance in terms of section 45 of the Companies Act by way of loans, guarantees, the provision of security or otherwise, to any of its present or future subsidiaries and/or any other company or corporation that is or becomes related or inter-related (as defined in the Companies Act) to the Company for any purpose or in connection with any matter, such authority to endure for two years from the adoption of this special resolution number 1."

Reason for and effect of special resolution number 1

Permit the Company to provide direct or indirect financial assistance (within the meaning attributed to that term in section 45 of the Companies Act) to the entities referred to in special resolution number 1.

15. Special resolution number 2: Financial assistance for the subscription and/or purchase of securities in the Company or in related or inter-related companies

"Resolved that, to the extent required by section 44(3)(a)(ii) of the Companies Act, the Board may, subject to compliance with the requirements of the MOI and the Companies Act and the JSE Listings Requirements, each as presently constituted and as amended from time to time, authorise the Company to provide direct or indirect financial assistance by way of loans, guarantees, the provision of security or otherwise, to any related or inter-related company of the Company ("related" and "inter-related" will herein have the meanings attributed to those terms in section 2 of the Companies Act) and/or to any financier of the Company or any or its related or inter-related companies for the purpose of, or in connection with, the subscription of any option, or any securities, issued or to be issued by the Company or a related or inter-related company of the Company, or for the purchase of any securities of the Company or a related or inter-related company of the Company, on the terms and conditions and for the amounts that the Board may determine, such authority to endure for two years from the adoption of this special resolution number 2."

Reason for and effect of special resolution number 2

To provide a general authority to the Board for the Company to provide financial assistance to its related and inter-related companies and/or the financiers of the Group for the purposes of the subscription of options and/or securities, issued or to be issued by the Company or its related or inter-related companies, or for the purchase of any securities of the Company or its related or inter-related companies, to fund the activities of the Group.

DIPULA INCOME FUND
Extracts of consolidated financial results and notice of annual general meeting for the year ended 31 August 2024

NOTICE OF AGM (continued)

16. Special resolution number 3: Share repurchases

"Resolved as a special resolution, for purposes of (i) the JSE Listings Requirements and (ii) if and to the extent required, sections 46 and/or 48 of the Companies Act as amended from time to time, that the Company or any of its subsidiaries be and are hereby authorised by way of a general authority to acquire shares issued by the Company, as contemplated in the JSE Listings Requirements and to the extent required the Companies Act, on the following basis:

(a) any acquisition of shares shall be implemented through the order book of the JSE and without prior arrangement between the Company and the counterparty;

(b) this general authority shall be valid until the Company's next AGM, provided that it shall not extend beyond 15 months from the date of passing this special resolution;

(d) acquisitions of shares in the aggregate in any one financial year may not exceed 20% (or 10% where the acquisitions are effected by a subsidiary) of the Company's issued ordinary share capital as at the date of passing this special resolution;

(e) in determining the price at which shares issued by the Company are acquired by it or any of its subsidiaries in terms of this general authority, the maximum premium at which such shares may be acquired will be 10% of the weighted average of the market value on the JSE over the five business days immediately preceding the repurchase of such shares;

(f) at any point in time the Company (or any subsidiary) may appoint only one agent to effect repurchases on its behalf;

(g) repurchases may not take place during a prohibited period (as defined in paragraph 3.67 of the JSE Listings Requirements) unless a repurchase programme is in place (where the dates and quantities of shares to be repurchased during the prohibited period are fixed) and has been submitted in writing to the JSE prior to the commencement of the prohibited period;

(h) an announcement will be published as soon as the Company or any of its subsidiaries have acquired shares constituting on a cumulative basis, 3% of the number of shares in issue prior to acquisition pursuant to which the aforesaid threshold is reached and for each 3% in aggregate acquired thereafter, containing full details of such acquisitions; and

(i) the Board must resolve that the repurchase is authorised, the Company and its subsidiaries have passed the solvency and liquidity test, as set out in section 4 of the Companies Act, and since that test was performed, there have been no material changes to the financial position of the Group."

In accordance with the JSE Listings Requirements, the directors may utilise this general authority to repurchase shares as and when suitable opportunities present themselves, which may require expeditious and immediate action. The directors confirm that they have authorised the potential repurchase, that the Company and its subsidiaries have passed the solvency and liquidity test, as set out in section 4 of the Companies Act, and that, after considering the maximum number of shares that may be repurchased and the price at which the repurchases may take place pursuant to the share repurchase general authority, for a period of 12 months after the date of notice of this AGM:

the Company and the Group will, in the ordinary course of business, be able to pay its debts;
the consolidated assets of the Company and the Group fairly valued in accordance with International Financial Reporting Standards, will exceed the consolidated liabilities of the Company and the Group fairly valued in accordance with International Financial Reporting Standards; and
the Company's and the Group's share capital, reserves and working capital will be adequate for ordinary business purposes.

DIPULA INCOME FUND

Extracts of consolidated financial results and notice of annual general meeting for the year ended 31 August 2024

The following additional information, some of which may appear elsewhere in the integrated annual report, is provided in terms of paragraph 11.26 of the JSE Listings Requirements for purposes of this general authority:

Major beneficial shareholders – on page 237 of the integrated report; and
Capital structure of the Company – on page 174 of the integrated report.

Directors' responsibility statement

The directors whose names appear on pages 16 and 17 of this notice, collectively and individually accept full responsibility for the accuracy of the information pertaining to this special resolution and certify that, to the best of their knowledge and belief, there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that the special resolution contains all information required by the Companies Act and the JSE Listings Requirements.

Material changes

Other than the facts and developments reported on in the integrated annual report, there have been no material changes in the affairs or financial position of the Company and its subsidiaries since the date of signature of the audit report for the financial year ended 31 August 2024 and up to the date of this notice.

Reason for and effect of special resolution number 3

The reason for and effect of special resolution number 3 is to afford the directors of the Company (or a subsidiary of the Company) general authority, for purposes of the JSE Listings Requirements, to effect a repurchase of the Company's shares on the JSE within the limitations prescribed in this special resolution number 3. The Companies Act does not currently provide for a general requirement that acquisitions by the Company of its own shares be authorised by shareholders. However, it is anticipated that amendments to the Companies Act, providing that an acquisition by a company of its own shares must be authorised by shareholders by way of a special resolution unless the acquisition is pursuant to, inter alia, a pro rata offer made by the Company to all shareholders of the Company, will come into force imminently. The reason for and effect of special resolution number 3 is accordingly also to grant the Board, in anticipation of the envisaged change on the legal position, and for purposes of the Companies Act, the requisite authority to effect acquisitions of the Company's own shares subject to compliance with the parameters provided for in the resolution.

17. Special resolution number 4: Non-executive directors' remuneration

In terms of section 66(9) of the Companies Act, the shareholders of the Company are required to pre-approve the payment of remuneration to non-executive directors of the Company for their services as directors of the Company by means of a special resolution.

At the AGM held on 21 February 2024, shareholders approved an increase of 6% to the remuneration of non-executive directors of the Company for the period 1 September 2024 to 31 August 2025. The Board approved a total increase for the period 1 September 2024 to 31 August 2025 in line with shareholder approval. Details of the fees are as follows:

| | Chairman (per annum)
Rand | % increase | Member (per annum)
Rand | % increase |
| --- | --- | --- | --- | --- |
| Board | 525 374 | 6 | 336 723 | 6 |
| Audit and Risk Committee | 177 986 | 6 | 112 659 | 6 |
| Social and Ethics Committee | 115 448 | 6 | 84 661 | 6 |
| Remuneration and Nomination Committee | 115 448 | 6 | 84 661 | 6 |
| Investment Committee (annual fee) | 84 800 | 6 | 63 600 | 6 |
| Investment Committee (per meeting fee) | 15 900 | 6 | 10 600 | 6 |

DIPULA INCOME FUND
Extracts of consolidated financial results and notice of annual general meeting for the year ended 31 August 2024

NOTICE OF AGM (continued)

The Board proposes to the shareholders of the Company an increase between 4.5% and 6% to the remuneration of non-executive directors of the Company for the period 1 September 2025 to 31 August 2026. Approval is now sought for the non-executive directors' fees for the period 1 September 2025 to 31 August 2026, as follows:

| | Chairman
(per annum)
Rand | % increase | Member
(per annum)
Rand | % increase |
| --- | --- | --- | --- | --- |
| Board | 556 897 | 6 | 356 926 | 6 |
| Audit and Risk Committee | 188 665 | 6 | 119 418 | 6 |
| Social and Ethics Committee | 122 375 | 6 | 89 741 | 6 |
| Remuneration and Nomination Committee | 122 375 | 6 | 89 741 | 6 |
| Investment Committee (annual fee) | 89 888 | 6 | 67 416 | 6 |
| Investment Committee (per meeting fee) | 16 854 | 6 | 11 236 | 6 |

"Resolved, as a special resolution, that the fees payable by the Company to non-executive directors for their services as directors (in terms of section 66 of the Companies Act) be and are hereby approved for the period 1 September 2025 to 31 August 2026, as tabled above."

The proposed remuneration excludes value added tax ("VAT") in terms of the current VAT legislation.

Reason for and effect of special resolution number 4

To obtain shareholder approval in terms of section 66(9) of the Companies Act for payment by the Company of remuneration to non-executive directors for their services as directors.

18. Special resolution number 5: Approval to issue shares in terms of section 41(1) of the Companies Act

"Resolved that, in accordance with section 41(1) of the Companies Act, the issue by the Company of shares to any director, future director, prescribed officer or future prescribed officer of the Company, or to a person related or inter-related to the Company, or to a person related or inter-related to a director or prescribed officer of the Company, or to any nominee of such person, in terms of any private placement, offer, book-build or similar capital raising, at the same price and on the same terms as those upon which shares are issued to other investors in terms of such capital raising, be and is hereby approved."

Reason for and effect of special resolution number 5

The reason for and effect of special resolution number 5 is to authorise the issue of shares in terms of capital raising if and to the extent that such shares are issued to directors of the Company and/or related persons.

19. Special resolution number 6: Change of name and amendment to MOI of the Company

"Resolved that, in accordance with section 16(1)(c) of the Companies Act, the name of the Company be changed from "Dipula Income Fund Limited" to "Dipula Properties Limited" and that the MOI be amended accordingly to reflect the change of name of the Company."

Reason for and effect of special resolution number 6

The reason for and effect of special resolution number 6 is to authorise the change of the name of the Company from "Dipula Income Fund Limited" to "Dipula Properties Limited", so as to more accurately reflect the nature of its business, and to effect the consequential amendment to the MOI to give effect thereto.

DIPULA INCOME FUND

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DIPULA INCOME FUND
Extracts of consolidated financial results and notice of annual general meeting for the year ended 31 August 2024

Other business

To transact such other business as may be transacted at the AGM of the Company or raised by shareholders with or without advance notice to Dipula.

By order of the Board

Acorim Proprietary Limited

Company secretary

13th Floor, Illovo Point
68 Melville Road, Illovo
Sandton
2196

10 December 2024

Transfer secretaries

JSE Investor Services South Africa Proprietary Limited
5th Floor
One Exchange Square
Gwen Lane
Sandown
2196

CHILLI ON TOP

NOTES

DIPULA INCOME FUND
Extracts of consolidated financial results and notice of annual general meeting for the year ended 31 August 2024

FORM OF PROXY

Dipula Income Fund Limited

(Incorporated in the Republic of South Africa)

(Registration number 2005/013963/06)

JSE share code: DIB ISIN: ZAE000203394

(Approved as a REIT by the JSE)

("Dipula" or "the Company" or "the Group")

This form of proxy is for use by the holders of the Company's certificated shares ("certificated shareholders") and/or dematerialised shares held through a Central Securities Depository Participant ("CSDP") or broker who have selected own-name registration and who cannot attend but wish to be represented at the AGM of the Company to be held on Tuesday, 18 February 2025 at 09:00 or any adjournment, if required.

Additional forms of proxy are available at the Company's registered office or from its website at www.dipula.co.za/investors/notices.

Not for use by holders of the Company's dematerialised shares who have not selected own-name registration. Such shareholders must contact their CSDP or broker timeously if they wish to attend and vote at the AGM and request that they be issued with the necessary authorisation to do so, or provide the CSDP or broker timeously with their voting instructions should they not wish to attend the AGM but wish to be represented thereat, in order for the CSDP or broker to vote in accordance with their instructions.

I/We (name in block letters)

of (address)
being the registered holder/s of	ordinary shares,
hereby appoint:	or failing him/her,

the chairman of the AGM, as my/our proxy to vote for me/us on my/our behalf at the AGM of the Company and at any adjournment thereof.

Please indicate with an "X" in the appropriate spaces how you wish your votes to be cast. Unless this is done, the proxy will vote as he thinks fit.

	In favour of	Against
1. Ordinary resolution number 1: Re-election of ZJ Matlala as a director
2. Ordinary resolution number 2: Re-election of BH Azizollahoff as a director
3. Ordinary resolution number 3: Re-election of IS Petersen as a director
4. Ordinary resolution number 4: Re-election of S Moodley as a director
5. Ordinary resolution number 5: Re-election of Z Adams as a member and chairman of the Audit and Risk Committee
6. Ordinary resolution number 6: Re-election of BH Azizollahoff as a member of the Audit and Risk Committee
7. Ordinary resolution number 7: Re-election of N Khoele as a member of the Audit and Risk Committee
8. Ordinary resolution number 8: Appointment of Forvis Mazars as independent external auditor
9. Ordinary resolution number 9: General authority to issue shares for cash
10. Ordinary resolution number 10: Specific authority to issue shares pursuant to a reinvestment option
11. Non-binding advisory resolution number 1: Endorsement of the remuneration policy
12. Non-binding advisory resolution number 2: Endorsement of the remuneration implementation report
13. Ordinary resolution number 11: To authorise the signature of documentation
14. Special resolution number 1: Financial assistance to related or inter-related companies
15. Special resolution number 2: Financial assistance for the subscription and/or purchase of securities in the Company or in related or inter-related companies
16. Special resolution number 3: Share repurchases
17. Special resolution number 4: Approval of non-executive directors' remuneration
18. Special resolution number 5: Approval to issue shares in terms of section 41(1) of the Companies Act
19. Special resolution number 6: Change of name of the Company and amendment to MOI
Signed this	day of	2024/2025
Signature	assisted by	(if applicable)

Please read the notes on the reverse.

DIPULA INCOME FUND

Extracts of consolidated financial results and notice of annual general meeting for the year ended 31 August 2024

NOTES TO THE FORM OF PROXY

Certificated and own-name dematerialised shareholders are advised that they must complete a form of proxy for certificated and own-name dematerialised shareholders in order for their vote/s to be valid.
This form of proxy is to be completed only by those members who are holding shares in certificated form or recorded in the sub-register in electronic form in their "own name".
Each shareholder is entitled to appoint one or more proxies (none of whom need to be a shareholder of the Company) to attend, speak and vote in place of that shareholder at the AGM.
Shareholders who are certificated or own-name dematerialised shareholders may insert the name of a proxy or the names of two alternate proxies of the shareholder's choice in the space/s provided, with or without deleting "the chairman of the AGM", but any such deletion must be initialled by the shareholders. The person whose name stands first on this form of proxy and who is present at the AGM will be entitled to act as proxy to the exclusion of those whose names follow. If no proxy is named on a lodged form of proxy, the chairman shall be deemed to be appointed as the proxy.
A shareholder's instructions to the proxy must be indicated by the insertion of the relevant number of votes exercisable by the shareholder in the appropriate box provided. Failure to comply with the above will be deemed to authorise the proxy, in the case of any proxy other than the chairman, to vote or abstain from voting as deemed fit and in the case of the chairman to vote in favour of any resolution.
A shareholder or his proxy is not obliged to use all the votes exercisable by the shareholder, but the total of the votes cast or abstained from may not exceed the total of the votes exercisable in respect of the shares held by the shareholder.
For administrative purposes, forms of proxy should be lodged at the transfer secretaries, JSE Investor Services, 5th Floor, One Exchange Square, Gwen Lane, Sandown, 2196, posted to PO Box 4844, Johannesburg, 2000 or emailed to [email protected] so as to be received by 16:00 on Friday, 14 February 2025. Alternatively, proxy forms delivered on the day of the meeting must be delivered by email to JSE Investor Services at [email protected] with a copy thereof to the Company secretary at [email protected] to be received by both of them before the person so empowered seeks to exercise any right granted to it under such instrument.
The completion and lodging of this form of proxy will not preclude the relevant shareholder from attending the AGM and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof, should such shareholder wish to do so. Where there are joint holders of shares, the vote of the first joint holder who tenders a vote as determined by the order in which the names stand in the register of shareholders, will be accepted. In addition to the aforegoing, a shareholder may revoke the proxy appointment by: (i) cancelling it in writing, or making a later inconsistent appointment of a proxy; and (ii) delivering a copy of the revocation instrument to the proxy, and to the Company. The revocation of a proxy appointment constitutes a complete and final cancellation of the proxy's authority to act on behalf of the shareholder as at the later of the date stated in the revocation instrument, if any; or the date on which the revocation instrument was delivered in the required manner.
Where there are joint holders of any shares, only that holder whose name appears first in the register in respect of such shares needs to sign this form of proxy.
The chairman of the AGM may reject or accept any form of proxy which is completed and/or received, otherwise than in accordance with these notes, provided that, in respect of acceptances, the chairman is satisfied as to the manner in which the shareholder concerned wishes to vote.
Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity must be attached to this form of proxy unless previously recorded by the Company or JSE Investor Services/or waived by the chairman of the AGM.
Any alteration or correction made to this form of proxy must be initialled by the signatory/ies.
A minor must be assisted by his/her parent/guardian unless the relevant documents establishing his/her legal capacity are produced or have been registered by the transfer secretaries.
The aforegoing notes contain a summary of the relevant provisions of section 58 of the Companies Act.

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DIPULA INCOME FUND
Extracts of consolidated financial results and notice of annual general meeting for the year ended 31 August 2024

NOTES

DIRECTORATE

Zanele Joyce Matlala (61)	Independent non-executive Chairperson
BCom, BCompt (Hons), CA(SA)
Appointed: 20 May 2011	Length of service – 13 years

Matlala joined the Merafe Board in 2005 as an independent non-executive director. She was appointed Merafe's chief financial officer on 1 October 2010 and Chief Executive Officer on 1 June 2012. She is a non-executive director of Stefanutti Stocks Holdings Limited and RAC Limited.

Izak Petersen (51)	Chief Executive Officer
CA(SA)
Appointed: 20 May 2011	Length of service – 13 years

Petersen is the Chief Executive Officer of Dipula Income Fund. He is a qualified chartered accountant and worked at Deloitte in Cape Town and the USA. Upon returning to SA, he joined the structured products team at PSG Investment Bank until he left to pursue his entrepreneurial passion. Petersen co-founded various financial services businesses and a property fund which through M&A activity, led to the listing of Dipula Income Fund. Petersen has extensive investment management experience in property and other asset classes which he gained over close to three decades. He has served on several company boards and industry organisations in an executive and non-executive capacity. The most notable industry organisations he served on include SA REIT's Association, SAPOA, the Association for the Advancement of Black Accountants of Southern Africa Western Cape and the Association of Black Securities and Investment Professionals Western Cape and national.

Sudesh Moodley (46)	Financial Director
CA(SA)
Appointed: 1 March 2023	Length of service – 2 years

Moodley is the Financial Director (FD) of Dipula Income Fund and is a qualified chartered accountant. He previously held the position of Executive Head of Asset Management at Eris Property Group. He managed a R10 billion property portfolio after serving as chief financial officer of the Company from 2012 to 2017. He has 20 years of work experience, of which 18 have been in property. He has also held positions at various auditing firms including PwC, EY and BDO.

Brian Azizollahoff (63)	Independent non-executive director
BA (NY), MBA (Wits)
Appointed: 20 May 2011	Length of service – 13 years

Azizollahoff has over 35 years of experience in the property industry. He was a director of Anglo American Properties and then managing director of ApexHi Properties Limited. He served as CEO of Redefine from 2003 until its merger with ApexHi and Madison Property Fund Managers Limited in 2009 and then resigned from Redefine to form Capstone Property Group. In 2016 he sold out of Capstone to form Propertiq. Subsequently, he established Unico Property Group which is his main focus. He has served on the Boards of various listed and unlisted companies, has been active in various facets of the property sector and currently serves on the Audit Committee of SAPOA.

DIPULA INCOME FUND

Extracts of consolidated financial results and notice of annual general meeting for the year ended 31 August 2024

Nithime Khoele (52)

Independent non-executive director

B.Bus Sci (Hons), MBA, Dip. Corp Law

Appointed: 1 February 2023

Length of service - 2 years

Khoele is a co-founder and managing partner of Bopa Moruo Private Equity, a private equity investment management firm which manages around R1.5 billion of equity capital across its private equity funds. Prior to founding Bopa Moruo over 10 years ago, he was a director of Brait's private equity business, which he first joined in 2000, after starting his career at RMB Asset Management. He also serves on the Board of various Bopa Moruo portfolio companies, including as Chair of Respublica Group and a non-executive director of WACO International, Skynet Worldwide Couriers International (SA and UK) and One Digital Media. He also serves on the Boards of two non-profits, as Chair of the Independent Schools Association of Southern Africa NPC and as director of the St Mary's School Foundation NPC.

Zaida Adams (46)

Independent non-executive director

BCom (Hons), CA(SA)

Appointed: 1 February 2023

Length of service - 2 years

Adams is a qualified chartered accountant with 20 years' financial and investment experience. She has held several executive roles in the property sector and was previously Financial Director of SA Corporate and more recently, CFO of Investec Property Fund. She also served on the Board of Liberty 2 Degrees as an independent non-executive director and was ARC chairperson. She is currently the CFO of Africa Cricket Development (Pty) Ltd, better known as SA20.

Kevin Teeroovengadum (50)

Independent non-executive director

BSc (Economics) (Hons), MBA, MSc (Finance)

Appointed: 1 February 2023

Length of service - 2 years

Teeroovengadum has a BSc in Economics, MBA and MSc in Finance from Leicester University, UK. He worked for KPMG, Deloitte and EY in corporate finance and strategic consultancy before moving to Loita Capital Partners Group based in South Africa. He joined Actis in 2007, the leading emerging market private equity firm, as a director as part of their Africa real estate team where he led a number of transactions and exits. He was the co-founder and CEO of AttAfrica in 2013, which became the premier investor of shopping malls in Africa. He is a frequent writer and speaker at conferences globally and currently serves on numerous boards of companies in Mauritius and advises a number of companies in Africa. He is also the co-founder of Proptech Africa.

AR AUDIT AND RISK COMMITTEE

INVESTMENT COMMITTEE

RN REMUNERATION AND NOMINATION COMMITTEE

SES SOCIAL, ETHICS AND SUSTAINABILITY COMMITTEE

DIPULA INCOME FUND

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18
DIPULA INCOME FUND
Extracts of consolidated financial results and notice of annual general meeting for the year ended 31 August 2024

ANNEXURE 1

INFORMATION IN RESPECT OF THE PROPOSED CHANGE OF NAME OF THE COMPANY TO DIPULA PROPERTIES LIMITED

1. Introduction

1.1 Shareholders are referred to special resolution number 6 set out in the notice of annual general meeting ("AGM") and are advised that the Board of directors of Dipula (the "Board") is proposing to change the name of the Company from "Dipula Income Fund Limited" to "Dipula Properties Limited", subject to obtaining the necessary shareholder approval.

1.2 The purpose of this Annexure 1 is to:

1.2.1 provide Dipula shareholders with information relating to the proposed change of name and the manner in which it will be implemented, so as to enable shareholders to make an informed decision as to whether or not they should vote in favour thereof; and

1.2.2 give notice convening the AGM at which the resolution necessary to approve and implement the change of name, as more fully detailed in this Annexure 1, will be considered and, if deemed fit, approved with or without modification. This Annexure 1 is attached to and forms part of the notice convening the AGM of Dipula shareholders.

2. Rationale

The Board is of the view that the proposed new name more accurately reflects the nature of the Company's business, and accordingly recommends that shareholders approve the name change from Dipula Income Fund Limited to Dipula Properties Limited and subsequent amendment to the Company's Memorandum of Incorporation ("MOI").

3. Proposed change of name of the Company

3.1 The name Dipula Properties Limited has been reserved with the Companies and Intellectual Property Commission ("CIPC") and in accordance with the JSE Listings Requirements, approval was granted by the JSE for the change of name.

3.2 The JSE long name of the Company will change from "Dipula Income Fund B" to "Dipula Properties Ltd".

3.3 The abbreviated name of the Company will be amended from "Dipula B" to "Dipula".

3.4 The share code of the Company will remain unchanged.

3.5 The Company will remain listed in the "Real Estate – Real Estate Investment Trusts – Diversified REITs" sub-sector of the Main Board of the JSE Limited and the Company's ISIN will remain unchanged.

3.6 For a period of not less than one year, the Company will reflect the former name "Dipula Income Fund Limited" on all documents of title, announcements and circulars beneath the new name of "Dipula Properties Limited".

3.7 The change of name will require an amendment to the Company's MOI to reflect the new name of the Company as Dipula Properties Limited. A copy of the amended MOI, marked-up for ease of reference, will lie for inspection at the Company's registered office from the date of publication of the notice of AGM to the date of the AGM.

3.8 The Company will retain its historical financial and trading reference data.

3.9 Shareholders are referred to the "Action required by shareholders" paragraph set out below, which contains information as to the action they need to take regarding the proposed change of name of the Company.

4. Salient dates and times

The salient dates in respect of the change of name are set out below:

2024

Record date for purposes of receipt of the notice of AGM	Friday, 29 November
Notice of AGM containing details of name change distributed to shareholders on	Tuesday, 10 December
Announcement relating to distribution of the notice of AGM containing details of change of name released on SENS on	Tuesday, 10 December

2025

Last day to trade in order to be eligible to vote at the AGM	Tuesday, 4 February
Record date for voting purposes ("voting record date")	Friday, 7 February
For administrative purposes, proxy forms to be submitted to the transfer secretaries by 09:00 on	Friday, 14 February
AGM at 09:00 on	Tuesday, 18 February
Results of the AGM released on SENS on	Tuesday, 18 February
Resolution in respect of the change of name lodged with CIPC by	Friday, 21 February
Resolution in respect of change of name expected to be registered by CIPC by no later than	Friday, 28 February
Expected publication of finalisation announcement on SENS by	Tuesday, 4 March
Expected last day to trade in existing shares on the JSE prior to the name change	Tuesday, 11 March
Expected date of termination of trading under old name	Wednesday, 12 March
Expected trading in new name of Dipula Properties Limited on the JSE under the JSE share code “DIB” and ISIN ZAE000203394	Wednesday, 12 March
Expected record date in respect of the name change	Friday, 14 March
Expected date on which the accounts of dematerialised shareholders with their CSDP or brokers will be updated with the new name	Monday, 17 March

Notes:
1. The above dates and times are local times in South Africa and are subject to change. Any changes will be released on SENS.
2. Share certificates in the name of Dipula Income Fund Limited may not be dematerialised or rematerialised after the last day to trade prior to the change of name, being Tuesday, 11 March 2025.

DIPULA INCOME FUND
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ANNEXURE 1 (continued)

5. Action required by shareholders

5.1 Voting at the AGM:

Shareholders are referred to the paragraphs titled "Voting procedures and proxies" and "Voting requirements" as set out in the notice of AGM, to which this Annexure 1 is attached, for instructions as to how to vote in respect of the special resolution related to the proposed name change.

5.2 Procedure to be followed by dematerialised shareholders in respect of the change of name:

Dematerialised shareholders are not required to do anything as their accounts at their CSDP or broker will automatically be updated.

6. Consents

Each of the sponsor, the Company secretary and the transfer secretaries, whose names are set out in the "Corporate information" section of the notice of AGM have consented in writing to act in the capacities stated and to their names appearing in this Annexure 1 and have not withdrawn their consent prior to the publication of this Annexure 1.

7. Directors' responsibility statement

The directors of Dipula, whose names are set out in the "Directorate" section of the notice of AGM, collectively and individually, accept full responsibility for the accuracy of the information given and certify that to the best of their knowledge and belief there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that this Annexure 1 contains all information required by law and the JSE Listings Requirements.

8. Directors' recommendation

The directors are of the opinion that the proposed change of name is in the best interests of shareholders and should be supported by shareholders and unanimously recommend that the shareholders vote in favour of the resolution. Those directors who hold shares in Dipula intend to vote in favour of the special resolution required to effect the change of name.

9. Documents available for inspection

The following documents, or copies thereof, will be available for inspection by shareholders at the Company's registered office at no charge during business hours, on weekdays from the date of issue of the notice of AGM, to which this Annexure 1 is attached, to the date of the AGM and may be requested from [email protected] or the Company's sponsor, Java Capital, at [email protected]:

9.1 the amended Memorandum of Incorporation of company;
9.2 the signed consent letters of the parties referred to in paragraph 6; and
9.3 a signed copy of the notice of AGM, including this Annexure 1.

Signed at Johannesburg by Izak Petersen on his behalf as a director of the Company and on behalf of each of the directors of company in terms of a round robin resolution of the Board authorising Izak Petersen to sign on their behalf.

Izak Petersen

Chief executive officer

10 December 2024

DIPULA INCOME FUND

Extracts of consolidated financial results and notice of annual general meeting for the year ended 31 August 2024

dipula

INCOME FUND

Dipula's people drive its vision to be a prominent, diversified, South Africa focused REIT that delivers sustainable value for its stakeholders.

SALIENT FEATURES

Performance

| Revenue increased 7% to R1.5 billion
(2023: R1.4 billion) | Net property income increased 2% to R920 million
(2023: R901 million) |
| --- | --- |
| 335 leases renewed across the portfolio worth R1.2 billion
(2023: R705 million) | 157 new leases concluded across the portfolio worth R214 million
(2023: R288 million) |
| Portfolio tenant retention rate of 87%
(2023: 84%)* | Average interest rate 9.5%
(2023: 9.2%) |

Balance sheet

| Portfolio value increased 4% to R10.2 billion
(2023: R9.8 billion) | NAV increased 5% to R6.4 billion
(2023: R6.1 billion) |
| --- | --- |
| Debt increased 5% to R3.7 billion
(2023: R3.6 billion) | Gearing stable at 35.7%
(2023: 35.7%) |
| Property disposals of R37 million
(2023: R190 million) | GCR credit rating: BBB+ (ZA) long-term, A2 (ZA) short-term Stable Outlook |

Excluding residential.

DIPULA INCOME FUND

Extracts of consolidated financial results and notice of annual general meeting for the year ended 31 August 2024

EXTRACTS OF CONSOLIDATED STATEMENT OF FINANCIAL POSITION

	Reviewed year ended 31 August 2024 R'000	Audited year ended 31 August 2023 R'000
ASSETS
Non-current assets	10 159 063	9 786 862
Investment property	10 138 679	9 733 570
Fair value of property portfolio	9 791 564	9 420 470
Right-of-use asset	90 618	88 756
Straight-line rental income accrual	256 497	224 344
Property, plant and equipment	2 370	2 501
Deferred tax	6 058	6 058
Derivative financial instruments – swaps	6 526	39 023
Loans receivable	5 430	5 710
Current assets	369 828	282 337
Trade and other receivables	244 894	206 835
Loans receivable	451	412
Derivative financial instruments – swaps	11 854	13 539
Cash and cash equivalents	112 629	61 551
Non-current assets held-for-sale
Investment property held-for-sale	50 350	39 081
Total assets	10 579 241	10 108 280
EQUITY AND LIABILITIES
Shareholders' interest	6 354 346	6 050 615
Stated capital	4 245 306	4 251 568
Fair value reserve	1 927 603	1 663 819
Share-based payment reserve	8 520	8 096
Retained income	172 917	127 132
Non-controlling interests	176 791	198 969
Non-current liabilities	3 856 662	2 246 004
Interest-bearing liabilities	3 738 252	2 134 183
Lease liability	109 045	107 072
Derivative financial instruments – swaps	9 365	4 749
Current liabilities	191 442	1 612 692
Interest-bearing liabilities	3 140	1 418 410
Lease liability	11 257	11 061
Trade and other payables	177 045	183 221
Total equity and liabilities	10 579 241	10 108 280

DIPULA INCOME FUND

Extracts of consolidated financial results and notice of annual general meeting for the year ended 31 August 2024

EXTRACTS OF CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

| | Reviewed
31 August
2024
R'000 | Audited
31 August
2023
R'000 |
| --- | --- | --- |
| Revenue | 1 487 463 | 1 395 041 |
| Contractual rental income | 1 110 320 | 1 111 308 |
| Municipal and property recoveries | 344 991 | 292 393 |
| Straight-line rental income accrual | 32 152 | (8 660) |
| Property-related expenses | (552 647) | (482 662) |
| Expected credit loss on trade receivables | (14 507) | (11 118) |
| Net property income | 920 309 | 901 261 |
| Administration and corporate costs | (48 633) | (61 083) |
| Fair value adjustments | 231 632 | 152 649 |
| Investment properties and properties held-for-sale | 302 581 | 148 718 |
| Straight-line rental income accrual | (32 152) | 8 660 |
| Interest rate swaps | (38 797) | (4 729) |
| Net profit before finance cost | 1 103 308 | 992 827 |
| Net finance cost | (323 050) | (314 114) |
| Finance income | 19 355 | 15 549 |
| Finance cost | (342 405) | (329 663) |
| Profit before taxation | 780 258 | 678 713 |
| Taxation | - | (261) |
| Profit for the year after taxation | 780 258 | 678 452 |
| Other comprehensive income | - | - |
| Total comprehensive income for the year | 780 258 | 678 452 |
| Total profit and comprehensive income for the year attributable to: | | |
| Shareholders of the Company | 774 302 | 588 031 |
| Non-controlling interests | 5 956 | 90 421 |
| | 780 258 | 678 452 |
| Earnings per share (cents) | 84.95 | 65.41 |
| Diluted earnings per share (cents) | 83.52 | 64.41 |

DIPULA INCOME FUND
Extracts of consolidated financial results and notice of annual general meeting for the year ended 31 August 2024

EXTRACTS OF CONSOLIDATED STATEMENT OF CHANGES OF EQUITY

	Stated capital R'000	Fair value reserve R'000	Share-based payment reserve R'000	Retained income/ (loss) R'000	Non-controlling interests R'000	Total equity R'000
Balance at 31 August 2022 (audited)	4 197 351	1 519 831	12 518	196 888	151 694	6 078 282
Total profit and comprehensive income for the year	-	-	-	588 031	90 421	678 452
Appraisal rights settlement	(9 645)	-	-	-	-	(9 645)
Dividends declared	-	-	-	(507 847)	(28 537)	(536 385)
Share issue expenses	(392)	-	-	-	-	(392)
Repayment of subsidiary stated share capital	-	-	-	-	(13 993)	(13 993)
Reclassification of NCI loan	-	-	-	-	(616)	(616)
Share-based payments vested	-	-	(16 103)	-	-	(16 103)
Recognition of share-based payments expense	-	-	11 680	(5 951)	-	5 729
Dividend re-investment plan share issue	64 254	-	-	-	-	64 254
Transfer from fair value reserve – investment properties	-	148 718	-	(148 718)	-	-
Transfer from fair value reserve – interest rate swaps	-	(4 729)	-	4 729	-	-
Balance at 31 August 2023 (audited)	4 251 568	1 663 819	8 096	127 132	198 969	6 249 584
Total profit and comprehensive income for the year	-	-	-	774 302	5 956	780 258
Acquisition of treasury shares	(6 262)	-	-	-	-	(6 262)
Dividends declared	-	-	-	(455 526)	(28 134)	(483 660)
Share-based payments vested	-	-	(14 299)	-	-	(14 299)
Recognition of share-based payments expense	-	-	14 723	(9 207)	-	5 516
Transfer from fair value reserve – investment properties	-	302 581	-	(302 581)	-	-
Transfer from fair value reserve – interest rate swaps	-	(38 797)	-	38 797	-	-
Balance at 31 August 2024 (reviewed)	4 245 306	1 927 603	8 520	172 917	176 791	6 531 137

DIPULA INCOME FUND

Extracts of consolidated financial results and notice of annual general meeting for the year ended 31 August 2024

EXTRACTS OF CONSOLIDATED STATEMENT OF CASH FLOW

| | Reviewed
31 August
2024
R'000 | Audited
31 August
2023
R'000 |
| --- | --- | --- |
| Cash flows from operating activities | | |
| Cash generated from operations | 829 891 | 846 906 |
| Finance income | 12 868 | 15 549 |
| Finance cost | (365 568) | (314 424) |
| Dividends paid | (483 660) | (536 385) |
| Net cash (utilised in)/generated from operating activities | (6 469) | 11 646 |
| Cash flows from investing activities | | |
| Capital expenditure on investment property | (149 401) | (160 614) |
| Acquisition of property, plant and equipment | (983) | (832) |
| Proceeds on disposal of investment properties | 35 625 | 153 580 |
| Net movement in loans receivable | 242 | 1 843 |
| Net cash utilised in investing activities | (114 517) | (6 023) |
| Cash flows from financing activities | | |
| Repayment of lease liabilities | (8 891) | (8 564) |
| Share issue expenses paid | - | (392) |
| Acquisition of additional interest in subsidiary | - | (25 313) |
| Settlement appraisal rights shares | - | (34 000) |
| Acquisition of treasury shares | (6 262) | - |
| Shares acquired in terms of share-based payment | (14 299) | (16 103) |
| Dividend re-investment plan share exercise price proceeds | - | 64 254 |
| Repayment of subsidiary stated capital | - | (13 993) |
| NCI loan repayment | - | 6 562 |
| Net movement in interest-bearing liabilities | 201 516 | 19 236 |
| Interest-bearing liabilities raised | 215 716 | 99 846 |
| Permanent repayment of borrowings | (14 200) | (80 610) |
| Net cash generated from/(utilised in) in financing activities | 172 064 | (8 313) |
| Net increase/(decrease) in cash and cash equivalents | 51 078 | (2 691) |
| Cash and cash equivalents at the beginning of the year | 61 551 | 64 242 |
| Cash and cash equivalents at the end of the year | 112 629 | 61 551 |

DIPULA INCOME FUND
Extracts of consolidated financial results and notice of annual general meeting for the year ended 31 August 2024

RECONCILIATION BETWEEN PROFIT, EARNINGS AND HEADLINES EARNINGS

| | Reviewed
31 August
2024
R'000 | Restated#
audited
31 August
2023
R'000 |
| --- | --- | --- |
| Total profit and comprehensive income for the year (earnings) | 774 302 | 588 031 |
| Adjustments: | (324 759) | (86 592) |
| Fair value – investment and held-for-sale properties | (302 581) | (148 718) |
| Non-controlling interest fair value of investment properties revaluation | (22 178) | 61 865 |
| Taxation | – | 261 |
| Fair value – straight-line rental income# | – | – |
| Headline earnings# | 449 543 | 501 439 |
| Total number of shares in issue | 910 368 816 | 911 918 399 |
| Total weighted average number shares in issue | 911 508 514 | 898 941 655 |
| Total diluted weighted average number shares in issue | 927 126 684 | 912 911 994 |
| Headline earnings per share (cents)# | 49.32 | 55.78 |
| Diluted headline earnings per share (cents)# | 48.49 | 54.93 |

Net of treasury shares.

Prior year figures restated – The fair value straight-line rental income accrual has been removed as an adjustment in the headline earnings calculation in compliance with the recommendations of SAICA Circular 1/2023.

Basic and headline earnings per share are based on the weighted average number of shares in issue.

DIPULA INCOME FUND

Extracts of consolidated financial results and notice of annual general meeting for the year ended 31 August 2024

EXTRACTS OF CONSOLIDATED SEGMENTAL INFORMATION

The Group has five reportable segments and corporate based on the sectorial nature – these are the Group’s strategic business segments. For each strategic business segment, the Group’s executive directors review internal management reports on a monthly basis.

| | Retail
R'000 | Offices
R'000 | Industrial
R'000 | Residential
R'000 | Land
R'000 | Corporate
R'000 | Total
R'000 |
| --- | --- | --- | --- | --- | --- | --- | --- |
| 2024
Extracts from the statement of comprehensive income | | | | | | | |
| Contractual rental income
(excluding straight-line) | 705 195 | 182 138 | 179 157 | 43 830 | – | – | 1 110 320 |
| Municipal and property recoveries | 275 415 | 39 610 | 23 449 | 6 517 | – | – | 344 991 |
| Property-related expenses | (393 056) | (95 699) | (52 008) | (26 358) | (33) | – | (567 154) |
| Net property income | 587 555 | 126 049 | 150 598 | 23 989 | (33) | – | 888 157 |
| Extracts from the statement of financial position | | | | | | | |
| Investment property at fair value | 6 659 817 | 1 630 212 | 1 410 850 | 417 200 | 20 600 | – | 10 138 679 |
| Investment property held-for-sale | 1 350 | 4 000 | 45 000 | – | – | – | 50 350 |
| | 6 661 167 | 1 634 212 | 1 455 850 | 417 200 | 20 600 | – | 10 189 029 |
| 2023
Extracts from the statement of comprehensive income | | | | | | | |
| Contractual rental income
(excluding straight-line) | 679 968 | 197 621 | 184 259 | 49 460 | – | – | 1 111 308 |
| Municipal and property recoveries | 234 790 | 32 703 | 19 134 | 5 766 | – | – | 292 393 |
| Property-related expenses* | (344 156) | (82 858) | (42 701) | (24 040) | (24) | – | (493 779) |
| Net property income | 570 602 | 147 466 | 160 692 | 31 186 | (24) | – | 909 922 |
| Extracts from the statement of financial position | | | | | | | |
| Investment property at fair value | 6 148 152 | 1 688 284 | 1 467 341 | 409 200 | 20 593 | – | 9 733 570 |
| Investment property held-for-sale | 19 181 | 19 900 | – | – | – | – | 39 081 |
| | 6 167 333 | 1 708 184 | 1 467 341 | 409 200 | 20 593 | – | 9 772 651 |

Property-related expenses have been restated in the prior year disclosure. Property-related expenses initially disclosed under the Corporate business segment have been reallocated to the property specific segments to allow disclosures to better reflect the costs associated with the relevant business segments.

DIPULA INCOME FUND
Extracts of consolidated financial results and notice of annual general meeting for the year ended 31 August 2024

EXTRACTS OF CONSOLIDATED SEGMENTAL INFORMATION (continued)

R'000
Reconciliations of reportable segment revenue and profit
2024
Revenue
Total revenue for reportable segments	1 455 311
Straight-line rental income accrual	32 152
Consolidated revenue	1 487 463
Profit
Total profit for reportable segments	888 157
Straight-line rental income accrual	32 152
Administration and corporate costs	(48 633)
Net finance cost	(323 050)
Fair value adjustments	231 632
Profit before taxation	780 258
2023
Revenue
Total revenue for reportable segments	1 403 701
Straight-line rental income accrual	(8 660)
Consolidated revenue	1 395 041
Profit
Total profit for reportable segments	909 922
Straight-line rental income accrual	(8 660)
Administration and corporate costs	(61 083)
Net finance cost	(314 114)
Fair value adjustments	152 649
Profit before taxation	678 714

DIPULA INCOME FUND

Extracts of consolidated financial results and notice of annual general meeting for the year ended 31 August 2024

	R'000
Reconciliations of reportable segment assets
2024
Assets
Total assets for reportable segments	10 189 029
Property, plant and equipment	2 370
Deferred taxation	6 058
Loan receivable – non-current	5 430
Derivative financial instruments – non-current	6 526
Trade and other receivables	244 894
Loan receivable – current	451
Cash and cash equivalents	112 629
Derivative financial instruments – current	11 854
Total assets	10 579 241
2023
Assets
Total assets for reportable segments	9 772 651
Property, plant and equipment	2 501
Deferred taxation	6 058
Loan receivable – non-current	5 710
Derivative financial instruments – non-current	39 023
Trade and other receivables	206 835
Loan receivable – current	412
Cash and cash equivalents	61 551
Derivative financial instruments – current	13 539
Total assets	10 108 280

DIPULA INCOME FUND

Extracts of consolidated financial results and notice of annual general meeting for the year ended 31 August 2024

EXTRACTS OF ACCOUNTING POLICIES

These results were prepared by Mrs R Maree CA(SA) (Finance Executive) and Mr S Moodley CA(SA) (Financial Director).

The reviewed condensed consolidated financial results for the year ended 31 August 2024 have been prepared in accordance with the requirements of the JSE Limited Listings Requirements and the requirements of the Companies Act of South Africa. The JSE Listings Requirements require condensed consolidated financial reports to be prepared in accordance with the framework concepts and the measurement and recognition requirements of IFRS® Accounting Standards and SA Financial Reporting Requirements and to contain the information required by IAS 34: Interim Financial Reporting. The accounting policies and methods of computations applied are consistent with those applied in the previous year's consolidated annual financial statements.

Auditor's report

The condensed consolidated financial statements for the year ended 31 August 2024 have been reviewed by Forvis Mazars, and their unmodified review conclusion report is available for inspection at the Company's registered office.

The auditor's review conclusion report does not necessarily report on all of the information contained in these condensed financial statements.

Shareholders are therefore advised that in order to obtain a full understanding of the nature of the auditor's engagement they should obtain a copy of the auditor's review conclusion report together with the accompanying financial information from the issuer's registered office. The directors take full responsibility for the preparation of these condensed consolidated financial statements.

Stated capital reconciliation

Authorised

Ordinary shares: 6 000 000 000 ordinary shares of no par value (2023: Ordinary shares: 6 000 000 000 ordinary shares of no par value).

Issued

Reconciliation of issued shares by number

| | 2024
(Reviewed)
shares | 2023
(Audited)
shares |
| --- | --- | --- |
| Opening balance at the beginning of the period* | 911 918 399 | 893 664 473 |
| Acquisition of treasury shares | (1 549 583) | – |
| Dividend re-investment plan# | – | 18 253 926 |
| | 910 368 816 | 911 918 399 |

DIPULA INCOME FUND

Extracts of consolidated financial results and notice of annual general meeting for the year ended 31 August 2024

Reconciliation of issued shares by value

| | 2024
(Reviewed)
R'000 | 2023
(Audited)
R'000 |
| --- | --- | --- |
| Opening balance at the beginning of the period* | 4 251 568 | 4 197 351 |
| Acquisition of treasury shares | (6 262) | – |
| Dividend re-investment plan# | – | 64 254 |
| Share issue expenses | – | (392) |
| Appraisal right shares transferred to accrual | – | (9 645) |
| | 4 245 306 | 4 251 568 |

Net of treasury shares.

Dividend re-investment plan. On 17 May 2023, Dipula declared a cash dividend of 25.84695 cents per share and shareholders were presented with the election to re-invest the cash dividend in return for new ordinary shares. By electing the re-investment option, shareholders were able to increase their shareholding in Dipula without incurring dealing costs. In turn, Dipula benefited from an increase in the amount of shareholders' funds available to support continued growth.

Shareholders holding 250 861 411 Dipula shares or 28.07% of Dipula shares (prior to the election) qualifying to receive the cash dividend elected to receive the re-investment option, resulting in the issue of 18 253 926 new shares, retaining R64 253 820 in new equity for Dipula. Accordingly, the total number of shares in issue post the issue of the new shares pursuant to the re-investment option was 912 001 700.

The price per share applicable to Dipula shareholders electing the re-investment option and recorded in the register on Friday, 9 June 2023, was R3.52 per share. The re-investment price represented a 3.00% discount to the 30-day volume weighted average traded price (less the cash dividend) at the time.

Shareholders holding 642 886 363 Dipula shares received the cash dividend.

Measurement of fair value

The assets and liabilities measured at fair value in the statement of financial position are grouped into the fair value hierarchy as follows:

| | Level 1
2024
R'000 | Level 2
2024
R'000 | Level 3
2024
R'000 | Total
2024
R'000 | Level 1
2023
R'000 | Level 2
2023
R'000 | Level 3
2023
R'000 | Total
2023
R'000 |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Assets | | | | | | | | |
| Investment property | – | – | 10 138 679 | 10 138 679 | – | – | 9 733 570 | 9 733 570 |
| Derivative financial assets – swaps | – | 18 380 | – | 18 380 | – | 52 562 | – | 52 562 |
| Investment property held-for-sale | – | – | 50 350 | 50 350 | – | – | 39 081 | 39 081 |
| Total | – | 18 380 | 10 189 029 | 10 207 409 | – | 52 562 | 9 772 651 | 9 825 213 |
| Liabilities | | | | | | | | |
| Derivative financial liabilities – swaps | – | 9 365 | – | 9 365 | – | 4 749 | – | 4 749 |
| Total | – | 9 365 | – | 9 365 | – | 4 749 | – | 4 749 |

DIPULA INCOME FUND
Extracts of consolidated financial results and notice of annual general meeting for the year ended 31 August 2024

EXTRACTS OF ACCOUNTING POLICIES (continued)

Hierarchy levels

The fair value hierarchy reflects the significance of the inputs used in making fair value measurements. The level within which the fair value measurement is categorised in its entirety shall be determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety.

The different levels have been defined as follows:

Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2: Inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or indirectly; and
Level 3: Inputs for assets or liabilities that are not based on observable market data.

There were no changes in valuation techniques and there were no transfers between level 1, level 2 and level 3 during the period.

Investment property

On an annual basis, properties above R12 million (at the last valuation date) and one-third of properties below R12 million are valued by independent registered valuers.

The remaining two-thirds are valued internally by directors.

The properties are valued using either the discounted cash flow or capitalisation methods by the internal and external valuers. The valuations are done on an open market basis with consideration given to the future earnings potential and applying an appropriate capitalisation rate to a property. The capitalisation rates used range between 8% and 14% (2023: 8.0% and 13.5%). Investment properties held-for-sale were valued at the net sale price, which is considered to be the fair value.

Investment properties have been categorised as level 3.

Derivative financial instruments

Financial instruments are measured at fair value.

The fair value of interest rate swaps are based on statement valuations from reputable financial institutions. Those valuations are tested for reasonableness by discounting estimated future cash flows based on the terms and maturity of each contract and using market interest rates for a similar instrument at the reporting date.

Derivative financial instruments have been categorised as level 2.

DIPULA INCOME FUND

Extracts of consolidated financial results and notice of annual general meeting for the year ended 31 August 2024

Movement in level 3 instruments

	Investment property 2024 R'000	Investment property held-for-sale 2024 R'000	Investment property 2023 R'000	Investment property held-for-sale 2023 R'000
Balance at the beginning of the year	9 733 570	39 081	9 583 856	37 445
Acquisitions/additions	145 903	–	146 907	–
Change in fair value	309 235	(8 516)	161 616	(13 695)
Transferred from/(to) non-current assets held-for-sale	(56 310)	56 310	(169 731)	169 731
Disposals	–	(36 525)	–	(154 400)
Right-of-use asset	1 862	–	1 962	–
Net tenant installation/lease commission	4 419	–	8 960	–
Balance at the end of the year	10 138 679	50 350	9 733 570	39 081

Significant unobservable inputs and ranges of estimates used

	Discount rate		Capitalisation rate		Vacancy rate	Gross rent	Rental growth
	Range %	Weighted average %	Range %	Weighted average %	Range %	Range R/m²	Range %
2024
Total portfolio	12 – 15.5	13.90	8 – 14	9.50	2 – 9	21 – 325	3 – 5
Retail	12 – 15	12.90	8 – 12.5	9.10	4 – 8	35 – 325	3 – 6
Office	12.75 – 15	13.50	9 – 11.25	9.60	5 – 18	34 – 317	(2) – 2
Industrial	12.75 – 15.5	13.90	9.25 – 14.0	10.75	0 – 4	21 – 105	3 – 6
Residential	14 – 14.25	14.10	9.25 – 10	9.25	1 – 7	138 – 162	3 – 5
	Discount rate		Capitalisation rate		Vacancy rate	Gross rent	Rental growth
---	---	---	---	---	---	---	---
	Range %	Weighted average %	Range %	Weighted average %	Range %	Range R/m²	Range %
2023
Total portfolio	12 – 16	13.90	8 – 13.5	10.20	1 – 9	30 – 460	2 – 5
Retail	12 – 16	13.70	8 – 13	9.90	2 – 8	45 – 650	2 – 6
Office	13 – 15	14.20	9 – 12	10.30	5 – 20	54 – 358	(5) – (2)
Industrial	13 – 15	14.20	9 – 14	10.80	0 – 4	32 – 138	3 – 6
Residential	13 – 15	13.10	9 – 9	9.00	0 – 7	103 – 256	3 – 6

DIPULA INCOME FUND
Extracts of consolidated financial results and notice of annual general meeting for the year ended 31 August 2024

EXTRACTS OF ACCOUNTING POLICIES (continued)

	Impact on valuation
	Discount rate (0.5%)	Discount rate +0.5%	Capital-isation rate (0.5%)	Capital-isation rate +0.5%	Market rentals +5%	Market rentals (5%)	Vacancy rate +1.0%	Vacancy rate (1.0%)
2024
Total portfolio	1.88	(1.75)	3.62	(3.20)	5.93	(4.20)	1.30	(1.00)
Retail	1.92	(1.87)	3.75	(3.37)	6.29	(3.93)	1.47	(0.98)
Office	1.92	(1.22)	3.59	(2.86)	5.11	(4.79)	1.10	(0.83)
Industrial	1.68	(1.78)	3.04	(2.78)	4.97	(4.06)	0.84	(1.02)
Residential	1.94	(1.70)	3.79	(3.26)	6.69	(6.57)	1.06	(1.92)
	Impact on valuation
---	---	---	---	---	---	---	---	---
	Discount rate (0.5%)	Discount rate +0.5%	Capital-isation rate (0.5%)	Capital-isation rate +0.5%	Market rentals +5%	Market rentals (5%)	Vacancy rate +1.0%	Vacancy rate (1.0%)
2023
Total portfolio	1.69	(1.95)	3.37	(3.32)	4.87	(5.09)	(0.99)	0.95
Retail	1.63	(2.00)	3.40	(3.46)	4.99	(5.17)	(1.00)	0.96
Office	1.81	(1.80)	3.16	(2.93)	4.99	(4.75)	(0.99)	0.92
Industrial	1.75	(1.84)	3.28	(2.97)	4.31	(5.06)	(0.86)	0.79
Residential	2.06	(1.98)	3.83	(3.42)	4.66	(4.84)	(1.38)	1.47

DIPULA INCOME FUND

Extracts of consolidated financial results and notice of annual general meeting for the year ended 31 August 2024

DISTRIBUTION STATEMENT*

| | 31 August
2024
R'000 | 31 August
2023
R'000 |
| --- | --- | --- |
| Reconciliation of profit for the year to distributable earnings | | |
| Profit attributable to shareholders of the Company | 774 302 | 588 031 |
| Fair value – investment properties revaluation | (302 581) | (148 718) |
| Fair value – straight-line rental income | 32 152 | (8 660) |
| Fair value – interest rate swaps | 38 797 | 4 729 |
| NCI portion of fair value adjustment | (22 178) | 61 865 |
| IFRS 16: Rental paid adjustments | (8 891) | (8 564) |
| IFRS 16: Finance cost adjustments | 11 061 | 10 863 |
| Share-based payments expense | 5 516 | 5 729 |
| Taxation | – | 261 |
| Straight-line rental income accrual | (32 152) | 8 660 |
| Distributable earnings | 496 026 | 514 196 |
| Distribution statement | | |
| Revenue | 1 455 311 | 1 403 701 |
| Contractual rental income | 1 110 320 | 1 111 308 |
| Municipal and property recoveries | 344 991 | 292 393 |
| Property-related expenses | (576 045) | (502 344) |
| Net property income | 879 266 | 901 357 |
| Administration and corporate costs | (43 117) | (55 354) |
| Net operating profit | 836 149 | 846 003 |
| Net finance cost | (311 990) | (303 251) |
| Non-controlling interests | (28 134) | (28 556) |
| Distributable earnings | 496 026 | 514 196 |
| Distribution payout ratio | 90% | 90% |
| Dividend declared | 446 424 | 462 776 |
| Distributable earnings per share (cents) | 54.39590 | 56.96098 |
| Interim | 27.30705 | 28.71883 |
| Final | 27.08885 | 28.24215 |

The distribution statement has not been reviewed by Forvis Mazars.

DIPULA INCOME FUND

Extracts of consolidated financial results and notice of annual general meeting for the year ended 31 August 2024

CORPORATE INFORMATION

DIPULA INCOME FUND LIMITED

(Incorporated in the Republic of South Africa)

(Registration number 2005/013963/06)

JSE share code: DIB

ISIN: ZAE000203394

(Approved as a REIT by the JSE)

("Dipula" or "the Company" or "the Fund", and together with its subsidiaries, "the Group")

Directors

ZJ Matlala* (Chairperson)

IS Petersen (CEO)

BH Azizollahoff**

S Moodley (FD)

Z Adams*

N Khoele*

K Teeroovengadum*

Independent non-executive

British

Mauritian

Registered office and business address

12th Floor

Firestation Rosebank

16 Baker Street

Rosebank

2196

Independent auditors

Forvis Mazars

Practice number 900222

Registered auditors

Forvis Mazars House

54 Glenhove Road

Melrose Estate

Johannesburg

2196

Transfer secretaries

JSE Investor Services Proprietary Limited

(Registration number 2000/007239/07)

5th Floor

One Exchange Square

Gwen Lane

Sandown

2196

Bankers

The Standard Bank of South Africa Limited

(Registration number 1962/000738/06)

3rd Floor

East Wing

30 Baker Street

Rosebank

2196

Corporate advisor and sponsor

Java Capital Trustees and Sponsors Proprietary Limited

(Registration number 2006/005780/07)

6th Floor

1 Park Lane

Wierda Valley

Sandton

2196

Company secretary

Acorim Proprietary Limited

(Registration number 2013/087325/07)

13th Floor

Illovo Point

68 Melville Road

Illovo

Sandton

STOPPIET

TOWER MALL

DIPULA INCOME FUND

Extracts of consolidated financial results and notice of annual general meeting for the year ended 31 August 2024

maxx

AI assistant

DIPULA PROPERTIES LIMITED — Proxy Solicitation & Information Statement 2024

48708_rns_2024-12-11_8193c1ce-9a59-410c-8008-87726b070194.pdf

SUSTAINABLE PROPERTY RETURNS

AVAILABILITY OF 2024 INTEGRATED ANNUAL REPORT

NOTICE OF AGM

Dipula Income Fund Limited

Identification of meeting participants

Important dates

Electronic participation

Voting procedures and proxies

Voting requirements

Quorum

Re-election of the Company's directors by separate resolutions

Annual re-appointment of members of the Audit And Risk Committee

Re-appointment of the independent external auditor

Remuneration policy and remuneration implementation report

Financial assistance

14. Special resolution number 1: Financial assistance to related or inter-related parties

Reason for and effect of special resolution number 1

15. Special resolution number 2: Financial assistance for the subscription and/or purchase of securities in the Company or in related or inter-related companies

Reason for and effect of special resolution number 2

16. Special resolution number 3: Share repurchases

Directors' responsibility statement

Material changes

Reason for and effect of special resolution number 3

17. Special resolution number 4: Non-executive directors' remuneration

Reason for and effect of special resolution number 4

18. Special resolution number 5: Approval to issue shares in terms of section 41(1) of the Companies Act

Reason for and effect of special resolution number 5

19. Special resolution number 6: Change of name and amendment to MOI of the Company

Reason for and effect of special resolution number 6

Other business

Dipula Income Fund Limited

NOTES TO THE FORM OF PROXY

NOTES

Nithime Khoele (52)

Independent non-executive director

Zaida Adams (46)

Independent non-executive director

Kevin Teeroovengadum (50)

Independent non-executive director

ANNEXURE 1

1. Introduction

2. Rationale

3. Proposed change of name of the Company

4. Salient dates and times

5. Action required by shareholders

6. Consents

7. Directors' responsibility statement

8. Directors' recommendation

9. Documents available for inspection

SALIENT FEATURES

Performance

Balance sheet

RECONCILIATION BETWEEN PROFIT, EARNINGS AND HEADLINES EARNINGS

Prior year figures restated – The fair value straight-line rental income accrual has been removed as an adjustment in the headline earnings calculation in compliance with the recommendations of SAICA Circular 1/2023.

EXTRACTS OF CONSOLIDATED SEGMENTAL INFORMATION

EXTRACTS OF ACCOUNTING POLICIES

Auditor's report

Stated capital reconciliation

Authorised

Issued

Measurement of fair value

Hierarchy levels

Investment property

Derivative financial instruments

Movement in level 3 instruments

Significant unobservable inputs and ranges of estimates used

DIPULA INCOME FUND LIMITED

Directors

Registered office and business address

Independent auditors

Transfer secretaries

Bankers

Corporate advisor and sponsor

Company secretary

More from DIPULA PROPERTIES LIMITED

DIPULA PROPERTIES LIMITED Proxy Solicitation & Information Statement 2024