Section (45(5) Notice in Terms of the Companies Act, 71 of 2008 ("Companies Act")
ORION REAL ESTATE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1997/021085/06)
Share Code: ORE ISIN: ZAE000075651
("Orion Real Estate" or “the Company”)
SECTION 45(5) NOTICE IN TERMS OF THE COMPANIES ACT, 71 OF 2008 (“COMPANIES ACT”)
Notice is hereby given in accordance with section 45(5) of the Companies Act, No. 71 of 2008
(“the Companies Act”) that, pursuant to the authority granted to the board of directors of Orion
("the Board") by shareholders at the annual general meetings of the Company held on
24 January 2017 and 20 February 2018 and the Board has adopted a resolution to provide
financial assistance to related and/or inter-related entities as contemplated in section 45(2) of
the Companies Act (“Financial Assistance”). This resolution was passed to ratify and/or approve
Financial Assistance provided up to the date of the board meeting as Orion provides a treasury
function to the group on a daily basis. The board also has approved Financial Assistance for the
forthcoming year up to the date of the next annual general meeting.
The resolutions passed by the Board ratifies and/or approves historical Financial Assistance as
well as authorising the Company to provide financial assistance to its subsidiaries and inter-
related entities, as envisaged in terms of section 45 of the Companies Act going forward. The
authority to provide Financial Assistance includes that which exceeds a tenth of 1% of the
Company’s net worth.
The Board, prior to authorising the Financial Assistance, considered and satisfied itself, in terms
of section 45 of the Companies Act, that:
• immediately after providing the Financial Assistance, the Company would satisfy the
solvency and liquidity test as contemplated in section 4 of the Companies Act;
• the terms of the Financial Assistance are fair and reasonable in relation to the Company;
• there has been due compliance with the Company’s Memorandum of Incorporation and
with the Companies Act.
In ratifying and approving the historical Financial Assistance, the board also considered the
historical solvency and liquidity on a monthly basis and the fact that the solvency and liquidity
had also been considered at its quarterly board meetings and considers that this approval
regularises compliance with the Companies Act.
11 October 2018
Arbor Capital Sponsors Proprietary Limited
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