Posting of circular in respect of the dividend declaration with election to reinvest for additional shares in Hyprop

HYPROP INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/005284/06)
JSE share code: HYP ISIN: ZAE000190724
JSE bond issuer code: HYPI 
(Approved as a REIT by the JSE)
("Hyprop" or "the Company")


This announcement is not for publication or distribution, directly or indirectly, in or into the United States or to any
U.S. person (as defined in Regulation S under the U.S. Securities Act (as defined below)). The distribution of this
announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or
other information referred to herein comes, should inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.


POSTING OF CIRCULAR IN RESPECT OF THE DIVIDEND DECLARATION WITH AN ELECTION TO REINVEST THE CASH DIVIDEND FOR ADDITIONAL 
SHARES IN HYPROP


Shareholders are referred to Hyprop's consolidated audited results for the year ended 30 June 2023 published on
Wednesday, 20 September 2023, wherein it was announced that a cash dividend of 299.29970 cents per share ("cash
dividend") for the year ended 30 June 2023 would be paid to shareholders who would be entitled to elect to reinvest the
cash dividend in return for additional Hyprop shares through a dividend reinvestment alternative which would be limited
to a maximum quantum of R500 million in aggregate ("dividend reinvestment alternative").

Shareholders are advised that the dividend reinvestment alternative is being offered on the basis that that should
shareholders elect to reinvest the cash dividend in terms of the dividend reinvestment alternative such that the aggregate
value of such dividend reinvestments exceeds R500 million, the dividend reinvestment elections will be reduced equitably
for all shareholders, as follows:

-   the Rand value of the shareholder dividend reinvestment elections will be reduced on a pro rata basis, so as to limit the
    amount of new capital to be raised via the dividend reinvestment alternative to R500 million in aggregate; and
-   the number of new Hyprop shares to be issued to each shareholder electing the dividend reinvestment alternative, will
    similarly be reduced proportionately; and
-   shareholders will receive the balance of the dividend (net of withholding tax, where applicable) in cash.

The number of shares to which shareholders are entitled under the dividend reinvestment alternative will be determined
with reference to the ratio that 299.29970 cents per share bears to the reinvestment price. The reinvestment price will be
determined by Hyprop by no later than the finalisation date with reference to market conditions at the time, including with
reference to the spot price per Hyprop share (less the cash dividend) and the volume weighted average trade price per
Hyprop share for up to 30 days prior to the finalisation date (less the cash dividend). The reinvestment price will be
announced on the finalisation date, which will be no later than 11:00 (SA time) on Tuesday, 24 October 2023.

The board of directors of Hyprop may, in its discretion, withdraw the dividend reinvestment alternative should
market conditions warrant such action. Any such withdrawal will be communicated to shareholders prior to the
release of the finalisation announcement on SENS by 11:00 (SA time) on Tuesday, 24 October 2023.

A circular ("circular") providing further information to shareholders in respect of the election between receiving the cash
dividend and receiving Hyprop shares pursuant to the dividend reinvestment alternative will be posted to shareholders who
are residents of South Africa today, Monday, 16 October 2023. A copy of the circular is available on the Company's website
at https://www.hyprop.co.za/circulars.php.

Shareholders who have dematerialised their shares through a Central Securities Depository Participant ("CSDP") or broker
should instruct their CSDP or broker with regard to their election, in accordance with the terms of the custody agreement
entered into between them and their CSDP or broker.

SALIENT DATES AND TIMES

                                                                                                                    2023
    Circular and form of election posted to shareholders                                              Monday, 16 October
    Finalisation information including the share ratio and reinvestment price per share
    published on SENS by 11:00 (SA time) ("finalisation date")                                       Tuesday, 24 October
    Last day to trade in order to receive the dividend ("LDT")                                       Tuesday, 31 October
    Shares trade 'ex' dividend                                                                     Wednesday, 1 November
    Record date to receive the dividend ("record date")                                               Friday, 3 November
    Last day to elect to receive shares in terms of the dividend reinvestment alternative or
    to retain the cash dividend (no late forms of election will be accepted) at 12:00
    (SA time)                                                                                         Friday, 3 November
    Results of the cash dividend and dividend reinvestment alternative published on SENS              Monday, 6 November
    Cash dividend paid to certificated shareholders by electronic funds transfer                   Wednesday, 8 November
    Cash dividend credited by CSDP or broker to dematerialised shareholders' accounts              Wednesday, 8 November
    Listing of shares issued under the dividend reinvestment alternative                             Friday, 10 November
    Share certificates posted to certificated shareholders on or about                               Friday, 10 November
    Dematerialised shareholders' accounts updated with the new shares (if applicable) by
    CSDP or broker                                                                                   Friday, 10 November

Notes:
1. Shareholders electing the dividend reinvestment alternative are alerted to the fact that the new shares will be
   listed on Friday, 10 November 2023 and that these new shares can only be traded from Friday, 10 November
   2023 due to the fact that settlement of the shares will differ from the conventional dividend reinvestment process
   due to the possible pro rata reduction.
2. Shares may not be dematerialised or rematerialised between Wednesday, 1 November 2023 and Friday, 3 November
   2023, both days inclusive.
3. The above dates and times are subject to change. Any changes will be announced on SENS.

FRACTIONS

Trading in the Strate environment does not permit fractions and fractional entitlements. Where a shareholder's entitlement
to the shares in relation to the dividend reinvestment alternative gives rise to an entitlement to a fraction of a new share,
such fraction will be rounded down to the nearest whole number with the balance of the cash dividend being retained by
the shareholders in cash.

TAX IMPLICATIONS

Hyprop was granted REIT status by the JSE with effect from 1 July 2013 in line with the REIT structure as provided for in
the Income Tax Act, No. 58 of 1962, as amended from time to time (the "Income Tax Act") and section 13 of the JSE
Listings Requirements.

The REIT structure is a tax regime that allows a REIT to deduct qualifying distributions to investors, in determining its
taxable income.

The cash dividend of 299.29970 cents per share meets the requirements of a "qualifying distribution" for the purposes of
section 25BB of the Income Tax Act (a "qualifying distribution") with the result that:

-     qualifying distributions received by South African resident Hyprop shareholders must be included in the gross income
      of such shareholders (as a non-exempt dividend in terms of section 10(1)(k)(i)(aa) of the Income Tax Act), with the
      effect that the qualifying distribution is taxable as income in the hands of the Hyprop shareholder. These qualifying
      distributions are however exempt from dividends withholding tax, provided that the South African resident
      shareholders provided the following forms to their CSDP or broker, as the case may be, in respect of uncertificated
      shares, or the Company, in respect of certificated shares:

      -     a declaration that the dividend is exempt from dividends tax; and
      -     a written undertaking to inform the CSDP, broker or the Company, as the case may be, should the
            circumstances affecting the exemption change or the beneficial owner cease to be the beneficial owner,

      both in the form prescribed by the Commissioner for the South African Revenue Service. Shareholders are advised
      to contact their CSDP, broker or the Company, as the case may be, to arrange for the abovementioned documents to
      be submitted prior to payment of the dividend, if such documents have not already been submitted.

      Shareholders who are South African residents are advised that in electing to participate in the dividend reinvestment
      alternative, pre-taxation funds are utilised for reinvestment purposes and that taxation will be due on the total cash
      dividend amount of 299.29970 cents per share.

-     qualifying distributions received by non-resident Hyprop shareholders will not be taxable as income and instead will
      be treated as ordinary dividends which are exempt in terms of the usual dividend exemptions per section 10(1)(k) of
      the Income Tax Act. Any qualifying distribution is subject to dividends withholding tax, at 20%, unless the rate is
      reduced in terms of any applicable agreement for the avoidance of double taxation ("DTA") between South Africa
      and the country of residence of the shareholder. Assuming dividends withholding tax will be withheld at a rate of
      20%, the net dividend amount due to non-resident shareholders is 239.43976 cents per share. A reduced dividend
      withholding tax rate in terms of the applicable DTA, may only be relied upon if the non-resident shareholder has
      provided the following forms to their CSDP or broker, as the case may be, in respect of uncertificated shares, or the
      Company, in respect of certificated shares:

      -     a declaration that the dividend is subject to a reduced dividend withholding tax rate as a result of the application
            of a DTA; and
      -     a written undertaking to inform their CSDP, broker or the Company, as the case may be, should the
            circumstances affecting the reduced dividend withholding tax rate change or the beneficial owner ceases to be
            the beneficial owner,

      both in the form prescribed by the Commissioner for the South African Revenue Service. Non-resident shareholders
      are advised to contact their CSDP, broker or the Company, as the case may be, to arrange for the abovementioned
      documents to be submitted prior to payment of the dividend if such documents have not already been submitted, if
      applicable.

      Non-resident shareholders are further advised that in participating in the dividend reinvestment alternative, post
      dividend withholding tax funds are utilised for reinvestment purposes.

Other information:
-     The ordinary issued share capital of Hyprop is 359 566 570 ordinary shares of no par value before the dividend
      reinvestment alternative.
-     Income Tax Reference Number of Hyprop: 9425177715.

The cash dividend or dividend reinvestment alternative may have tax implications for resident as well as non-resident
shareholders. Shareholders are therefore encouraged to consult their tax and/or professional advisors should they be in any
doubt as to the appropriate action to take.

INFORMATION RELATING TO FOREIGN SHAREHOLDERS

The release, publication or distribution of the circular and/or accompanying documents and the right to elect to receive
shares pursuant to the dividend reinvestment alternative in jurisdictions other than South Africa may be restricted or affected
by the laws of such jurisdictions, and a failure to comply with any of those restrictions may constitute a violation of the
securities laws of any such jurisdictions. The shares issued pursuant to the dividend reinvestment alternative may not be
offered, sold, taken up, exercised, resold, renounced, transferred or delivered within Australia, Canada, Hong Kong or
Japan.

United States of America

The Hyprop shares issued pursuant to the dividend reinvestment alternative have not been approved or disapproved by the
U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory
authority, nor have any of such regulatory authorities passed comment or opinion upon or endorsed the merits of the
dividend reinvestment alternative or the accuracy or adequacy of the circular. Any representation to the contrary is a
criminal offence in the United States.

Shareholders who are citizens or residents of the United States are advised that the Hyprop Shares have not been and will
not be registered under the U.S. Securities Act, or under any securities laws of any state or other jurisdiction of the United
States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly,
within the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act and in compliance with applicable state and other securities laws of the United
States.

Accordingly, the Company is not offering the Hyprop shares into the United States unless an applicable exemption from
the registration requirements of the U.S. Securities Act is available and, subject to certain exceptions, the circular does not
constitute nor will it constitute an offer or an invitation to apply for, or an offer or an invitation to acquire, any Hyprop
shares in the United States. Subject to certain exceptions, the circular will not be sent to any shareholder in, or with a
registered address in, the United States. Any person in the United States wishing to receive Hyprop shares must execute
and deliver to the Company an investor letter satisfactory to the Company to the effect that such person and any account
for which it is acquiring the shares is a QIB and satisfies certain other requirements. The investor letter may be requested
or obtained from the Company by emailing dripinfo@hyprop.co.za. For the avoidance of doubt, all shareholders located in
the United States are entitled to receive the cash dividend.

Subject to certain exceptions, any person who acquires Hyprop shares will be deemed to have declared, warranted and
agreed, by accepting delivery of the circular, the dividend reinvestment alternative, selling or renouncing their Hyprop
shares or accepting delivery of the Hyprop shares that it is not, and that at the time of acquiring the Hyprop shares, it will
not be, in the United States or acting on behalf of, or for the account or benefit of, a person on a non-discretionary basis in
the United States or any state of the United States.

In addition, until 10 January 2024 (40 business days after posting of the certificated shares and updating the accounts of
dematerialised shareholders with the new shares), an offer, sale or transfer of the shares within the United States by a dealer
(whether or not participating in the dividend reinvestment alternative transaction) may violate the registration requirements
of the U.S. Securities Act.

European Economic Area

In relation to each member state of the European Economic Area (each a "Relevant State"), with effect from and including
the date of the circular, no shares have been offered pursuant to the dividend reinvestment alternative to the public in that
Relevant State. The offer of shares pursuant to the dividend reinvestment alternative contemplated by the circular may not
be made to the public in that Relevant State except that an offer to the public in that Relevant State of any shares pursuant
to the dividend reinvestment alternative may be made at any time under the following exemptions under the Prospectus
Regulation:

(A)   to any legal entity which is a qualified investor as defined under the Prospectus Regulation;
(B)   to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation),
      as permitted under the Prospectus Regulation; or
(C)   in any other circumstances falling within Article 1(4) of the Prospectus Regulation,

provided that no such offer of shares pursuant to the dividend reinvestment alternative shall require the Company to publish
a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the
Prospectus Regulation.

For the purposes of this provision, the expression an "offer to the public" (and similar expressions) in relation to any shares
offered pursuant to the dividend reinvestment alternative in any Relevant State means the communication in any form and
by any means of sufficient information on the terms of the dividend reinvestment alternative and the shares to be offered
pursuant thereto so as to enable an investor to decide to purchase or subscribe for any shares pursuant to the dividend
reinvestment alternative, and the expression "Prospectus Regulation" means Regulation (EU) 2017/1129.

Any person located in any Relevant State that elects to receive any shares pursuant to the dividend reinvestment alternative,
will be deemed to represent, warrant, agree and confirm that they are a qualified investor as defined under the Prospectus
Regulation. Any person located in any Relevant State that wishes to receive shares pursuant to the dividend reinvestment
alternative is requested to contact the Company by emailing dripinfo@hyprop.co.za. In the case of any shares pursuant to
the dividend reinvestment alternative being acquired by a financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation, such financial intermediary will be deemed to have represented, acknowledged and agreed that the
shares acquired by it pursuant to the dividend reinvestment alternative have not been acquired on a non-discretionary basis
on behalf of, nor have they been acquired with a view to their offer or resale to, persons in a Relevant State in circumstances
which may give rise to an offer of any shares issued pursuant to the dividend reinvestment alternative to the public other
than their offer or resale in a Relevant State to qualified investors as defined under the Prospectus Regulation.

The Company and its affiliates and others will rely upon the truth and accuracy of the foregoing representation, warranty,
acknowledgement and agreement.

United Kingdom

In the United Kingdom, the circular is only being distributed and communicated to, and any investment or investment
activity to which the circular relates is available only to, and will be engaged in only with, persons: (i) having professional
experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5)
of the Financial Services and Markets Act, 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) who are high net
worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant
Persons"). Persons who are not Relevant Persons should not take any action on the basis of the circular and should not act
or rely on it. Relevant Persons that wish to receive shares pursuant to the dividend reinvestment alternative are requested to
contact the Company by emailing dripinfo@hyprop.co.za.

Disclaimer

This announcement does not constitute or form part of an offer to sell securities, or the solicitation of any offer to buy or
subscribe for any securities, to or from any person in the United States (or to, or for the account or benefit of, any such
person or any U.S. person, as defined in Regulation S under the U.S. Securities Act) or in any other jurisdiction in which,
or to or from any other person to or from whom, such offer or solicitation is unlawful. The securities referred to in this
announcement have not been and will not be registered under the U.S. Securities Act, and may not be offered or sold in the
United States or to, or for the account or benefit of, U.S. persons absent registration with the United States Securities and
Exchange Commission or an exemption from registration. There will be no public offer of the securities in the United States.

16 October 2023


Corporate advisor and sponsor
Java Capital

Date: 16-10-2023 03:01:00
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