CONFIDENTIAL

Sanlam Africa Core Real Estate Fund Limited (previously Newshelf 101 Limited)

(Incorporated in the Republic of Mauritius) (Registration number 109045 C1/GBL)

(ISIN code MU0396S00004) (“SACREF” or “the Fund”)

(LEC/TL/03/2013)

PRIVATE PLACEMENT MEMORANDUM

DATE: 9 May 2013

Version 1.1 Updated on 30 May 2013

Explanatory Note to the Private Placement Memorandum (“PPM”) An application has been made for the listing of 90 million Class A shares of US$ 5 each of Sanlam Africa Core Real Estate Fund Limited (the “Fund”) on the Official Market of The Stock Exchange of Mauritius Ltd. This Private Placement Memorandum (“PPM) has been submitted to The Stock Exchange of Mauritius Ltd in lieu of Listing Particulars in accordance with Listing Rule 16.38. It includes particulars given in compliance with The Stock Exchange of Mauritius Ltd Rules governing the Official Listing of Securities for the purpose of giving information with regard to the issuer. The directors, whose names appear on page 23 of this document collectively and individually, accept full responsibility for the accuracy or completeness of the information contained in this document and confirm, having made all reasonable enquiries that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading. This document is neither an invitation nor a statement in lieu of a PPM for the public in Mauritius to subscribe for shares in the Fund. This document is issued for the purpose of giving information in relation to the application made by the Fund and includes an overall view of the Fund’s activities. It is intended only for the use of the person to whom it is addressed and is not to be redistributed, reproduced or used, in whole or in part, for any other purpose. This document has been vetted by the Listing Executive Committee, in conformity with the Listing Rules of The Stock Exchange of Mauritius Ltd. The Listing Executive Committee of The Stock Exchange of Mauritius Ltd assumes no responsibility for the contents of this document, makes no representation as to the accuracy or completeness of any of the statements made or opinions expressed therein and expressly disclaims any liability whatsoever for any loss arising from or in reliance upon the whole or any part of the contents of this document. The Board of the Fund views the listing of the Class A shares on the Official Market of The Stock Exchange of Mauritius Ltd as a means to enhance the Fund’s visibility, thus attracting a more diversified group of investors. The listing of the Class A shares, coupled with the compliance with Listing Rules will increase transparency. In the absence of 3 years audited accounts as required by listing rule 6.7(a), the directors on the Board of the Fund hereby declare that they have the relevant experience, as detailed in this PPM, in the management of investments of the type in which the Fund proposes to invest. The directors are also confident that their experience will add value to the investments that the Fund proposes to undertake. The principal investment policies set out in the PPM will, in the absence of unforeseen circumstances, be adhered to for at least three years following listing and that any material change in the policies within that period may only be made with Shareholder approval. There has been no significant change or new information in the PPM during the last 12 months. Permission has been granted by the Listing Executive Committee on 2 May 2013 for the listing of 90 million Class A shares of the Fund on the Official List of The Stock Exchange of Mauritius Ltd on Thursday, 16 May 2013. It is not expected that dealings in the securities of the Fund will take place on the Official Market of the Stock Exchange of Mauritius Ltd. Whenever the Fund decides to allow dealings in its securities to take place, those dealings must be done on the Stock Exchange of Mauritius Ltd as per the provisions of Rule 3.A of the Stock Exchange (Conduct of Trading Operations) Rules 2001. All dealings that take place on the Stock Exchange of Mauritius Ltd shall be cleared and settled through the Central Depository & Settlement Co. Ltd (CDS) as per section 3(3) of the Securities (Central Depository, Clearing and Settlement) Act 1996. Date: 9 May 2013

DISCLAIMER

This confidential private placement memorandum (the “Memorandum”) has been prepared solely for prospective investors considering entering into investment commitments to subscribe for Class A Shares in the Sanlam Africa Core Real Estate Fund Limited (the “Fund”). Any reproduction or distribution of this confidential Memorandum, in whole or in part, or the disclosure of its contents, without the prior written consent of the Fund Advisor (defined below), is prohibited.

The Fund has been approved by the Mauritius Financial Services Commission (“MFSC”) as a C lo sed - E nd F u n d wh i c h s ha l l b e s ub j e c t ed to t he s a me co nd i t io n s a s a r e a p p l i c ab l e to Professional Collective Investment Schemes in terms of the Securities (Collective Investment Schemes and Closed-end Funds) Regulations 2008 issued under the Securities Act 2005. The Fund shall be a self-managed scheme under the regulations. However, the MFSC does not vouch for the financial soundness of the Fund or for the correctness of any statements made or opinions expressed with regard to it.

In making an investment decision, investors must rely on their own examination of the Fund and the terms of the offering, including the merits and risks involved. Prospective investors should pay particular attention to the information under the caption “Risk Factors” in this Memorandum. An investment in the Fund is suitable only for sophisticated investors and requires the financial ability and willingness to accept the high risks and lack of liquidity inherent in an investment in the Fund. Investors in the Fund must be prepared to bear such risks for a significant period of time. No assurance can be given that the Fund’s investment objectives will be achieved.

Prospective investors should not construe the contents of this Memorandum as legal, tax, investment, accounting or other advice. Each prospective investor should make its own enquiries and consult its own professional advisors as to the Fund and this offering and as to legal, tax and related matters concerning an investment in the Fund.

This Memorandum was prepared by representatives of the Fund and is being provided solely for use by prospective investors in connection with this offering. This Memorandum has been furnished on a confidential basis solely for the information of the person to whom it has been delivered on behalf of the Fund and may not be reproduced or used in whole or in part for any other purposes, and may not be furnished to any other person without the prior written consent of the Fund Advisor. Each person accepting this Memorandum hereby agrees to return it to the representatives of the Fund promptly upon request.

Each prospective investor is invited to meet with representatives of the Fund and to discuss with, ask questions of and receive answers from such representatives concerning the terms and conditions of this offering, and to obtain any additional information, to the extent that such representatives possess such information or can acquire it without unreasonable effort or expense, necessary to verify the information contained herein.

Certain of the information contained herein represents or is based upon forward-looking statements or information, which can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “target,” “project,” “estimate,” “intend,” “continue” or “believe,” or the negatives thereof or other variations thereon or comparable terminology. The Fund and its affiliates believe that such statements and information are based upon reasonable estimates and assumptions. However, forward-looking statements and information are inherently uncertain, and factors such as those described in “Risk Factors” and other factors may cause actual events or results to differ materially from those projected. Therefore, undue reliance should not be placed on such forward-looking statements and information.

This Memorandum is qualified in its entirety by reference to the Constitution, the Subscription Agreement, the Investment Charter and the Advisory Agreement (the “Founding Documents”) relating to the Fund, copies of which will be made available upon request and should be reviewed prior to entering into a commitment to subscribe for Shares. If descriptions or terms in this Memorandum are inconsistent with or contrary to descriptions or terms in the Founding Documents, the Founding Documents shall take precedence.

No person has been authorised in connection with this offering to give any information or to make any representations other than as contained in this Memorandum or the Founding Documents and any representation or information not contained herein or therein must not be relied upon as having been authorised by the Fund or any of its members or affiliates. Statements in this Memorandum are made as of the date of the first distribution of this Memorandum unless stated otherwise herein, and neither the delivery of this Memorandum at any time, nor any sale hereunder, shall under any circumstances create an implication that the information contained herein is correct as of any time subsequent to such date.

The directors of the Fund, whose names appear on page 5, collectively and individually accept the responsibility for the contents of the Memorandum and confirm, having made the reasonable enquiries that, to the best of their knowledge and belief, the Memorandum complies with the Securities Act 2005 and any regulation made under this Act.

This Memorandum does not constitute an offer or solicitation in any country to any person or entity to which it is unlawful to make such offer or solicitation in such country. No Shares in the Fund will be offered or sold directly or indirectly to the general public and no Shares acquired in the Fund can be resold to the public. In particular, no Shares can be sold to the public in Mauritius.

Prior to the final closing of the Fund, the Fund Advisor and its affiliates reserve the right to modify any of the terms of the offering and the Shares described herein.

Investors in the Fund are not protected by any statutory compensation arrangements in Mauritius or elsewhere in the event of the Fund’s failure.

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DISCLAIMER Inside front cover

CORPORATE INFORMATION 2

EXECUTIVE SUMMARY 3

FEEDER FUND 4

DEFINITIONS 5

THE AFRICAN OPPORTUNITY 8

CORPORATE STRUCTURE 12

GROUP STRUCTURE 14

PROMOTER AND FUND ADVISOR 16

DIRECTORS 18

QUALIFICATION, REMUNERATION, BORROWING POWERS AND APPOINTMENT OF DIRECTORS

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THE INVESTMENT STRATEGY AND PROCESS 20

INITIAL INVESTMENTS 21

PROSPECTIVE INVESTMENTS 21

FINANCIAL INFORMATION 24

TERMS OF THE OFFERING 25

OWNERSHIP AND TRANSFER RESTRICTIONS 29

RISK MITIGATION 30

DOCUMENTS AVAILABLE FOR INSPECTION 35

APPENDIX 1 – CERTAIN INVESTMENT CONSIDERATIONS 36

APPENDIX 2 – CERTAIN TAX CONSIDERATIONS 38

APPENDIX 3 – OFFERING LEGENDS 39

APPENDIX 4 – COUNTRIES OF INITIAL FOCUS 45

CORPORATE INFORMATION

Fund Directors Sanlam Africa Core Real Estate Fund Limited Anil Currimjee (Chairperson) *

Johan van der Merwe +

Peter John Cook +

Thomas Reilly +

Tiny Kgatlwane #

Vincent Rague ^

Yan Ng *

Fund Advisor Fund Administrator Sanlam Africa Fund Advisor Proprietary Limited Intercontinental Trust Limited

Auditors Legal Advisors Ernst and Young Mauritius: C & A Law

South Africa: Bowman Gilfillan Inc. USA: Ropes & Gray LLP

Bookrunner South Africa: Java Capital (Proprietary) Limited

Key * Mauritian citizen + South African citizen # Botswana citizen ^ Kenyan citizen

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EXECUTIVE SUMMARY

INTRODUCTION

Sanlam Limited, a leading African financial services company, through Sanlam Properties (“SP”), a division of Sanlam Capital Markets Limited (“SCM”) has launched the Sanlam Africa Core Real Estate Fund Limited (the “Fund”). The Fund’s objective is to be an investment vehicle catering for investment in Sub-Saharan African core commercial real estate assets. Properties chosen for inclusion in the Fund will be completed properties of investment grade with little or no development risk associated with them. The investor value of participating in the Fund is that it will be the first of its category in the market and has the unique ability to create a dominant platform with core assets which are in short supply.

Few other African real estate funds exist outside of South Africa. Those that do exist are predominantly property development funds and as such are highly exposed to development risk. The Fund by comparison essentially avoids such exposure. As a result of its lowered risk profile, the Fund’s asset class is open to a wider range of investors.

The Fund will make direct investments in targeted Sub Saharan African countries outside the South African Common Monetary Area (“CMA”). The CMA includes South Africa, Namibia, Swaziland and Lesotho. The countries chosen as eligible investment destinations are primarily selected from the 11 countries in Sub-Saharan Africa where the Sanlam Group is active. The Group has businesses in most of these countries and familiarity with their tax, legal and regulatory environments. These countries are selected for their improved political stability, growing economies and various macro- economic and business reasons, including a growing middle class and a population with a strong urbanisation trend.

The business case and opportunity for the Fund arises from the projected growth in Africa, the developing middle class, the resource boom in various African states and the limited supply of available quality real estate assets. There are in excess of 50 African cities which have populations of more than 1 million. Two thirds of these cities are in dire need of real estate and infrastructure improvements, and of these at least 50% do not have a single shopping mall. Furthermore, Africa is urbanizing at a faster rate than India and China. Our Fund capitalises on the existing supply and demand imbalance.

THE FUND

The Fund’s objective is to be a Mauritian listed investment vehicle catering for investment in core commercial real estate assets, with primary focus on dominant A-grade retail, office and industrial assets. Assets acquired by the Fund will be completed assets with demonstrated and sustainable income streams and will have little or no development risk. From a geographical perspective, the Fund will be mandated to invest in Sub-Saharan Africa. It will focus on those specific countries which have a relatively stable political and economic outlook. The Fund will be US Dollar denominated and will target an annualized return (IRR) of between 14% – 18%. This return will include both a cash distribution and capital value improvement. The Fund will be open to new investors and the Fund will have a targeted leverage level of between 40% - 45%. The mature nature and low risk profile of the Fund results in highly attractive risk adjusted returns.

The Fund is registered as a public company incorporated in Mauritius holding a Category 1 Global Business Licence (“GBC”). The Fund has been approved by the Mauritian Financial Services Commission as a Closed-End Fund which shall be subjected to the same conditions as are applicable to Professional Collective Investment Schemes (“CIS”) under the Securities (Collective Investment Scheme and Closed-end Funds) Regulations 2008 in Mauritius (“Regulations”). However, when the shares of the Fund are listed on the Mauritius Stock Exchange, the Fund shall instead be subjected to the regulations applicable to Closed-End Funds under Sub-Part A of Part XI of the Regulations. It must be noted that although the Fund will apply for the Class A Shares to be admitted on the Official Market of the Stock Exchange of Mauritius Ltd, it is not expected that there will be trading in the Class A Shares on the Official Market of the Stock Exchange of Mauritius Ltd, at least in the early life of the fund. The Fund will invest in core commercial real estate assets in Sub-Saharan African countries, but will not invest in South African real estate assets or those in the CMA.

The Fund will be advised by Sanlam Africa Fund Advisor Proprietary Limited (the “Fund Advisor”), a South African company established by SP. The Fund Advisor will advise the Fund on a broad range of issues including researching, origination, negotiating, structuring, financing, and monitoring, in respect of all investments of the Fund. The Fund, acting through its Board and Investment Committee, will retain full discretion in terms of all of the investment decisions of the Fund.

The Fund Advisor’s team of professionals (the “Team”) operates from offices located in South Africa.

The Fund will be open to new investors and will go through a series of capital raisings. The Fund aims to target a capital raising amount of US$750m over the medium term, after which it will consider a secondary listing on the main board of an appropriate exchange or exchanges, subject to the agreement of the Investment Committee and the approval of the Board.

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The Fund is seeking to raise capital from professional or sophisticated investors, such as Pension Funds, Asset Managers, Insurance Companies, and other qualified investors. The minimum investment per Investor shall in respect of the Initial Closing be US$5 million. Each Investor shall be required to enter into a Subscription Agreement with the Fund in terms of which the Investor shall be required to commit to a fixed amount of aggregate investment in the Fund over a period of 36 months. During that period, the Investor shall be presented with Drawdown Notices in which the Investor shall be requested to pay to the Fund a portion of its Investment Commitment as Subscription Capital for Class A Shares.

Class A Shares shall be freely transferable assets and shall entitle the holder to semi-annual distributions of the net income proceeds of the Investments of the Fund.

FEEDER FUND

Sanlam Africa Real Estate Fund Cayman Feeder, L.P. (the “Feeder Fund”) has been established to invest in the Company. Limited partnership interests in the Feeder Fund will be offered or sold within the United States or to U.S. persons who are (a) qualified purchasers (as defined in the U.S. Investment Company Act of 1940, as amended (the ‘‘U.S. Investment Company Act’’) and related rules) and (b) accredited investors. The Company will treat the Class A Shares held by the Feeder Fund as if they were separately held directly by the Limited Partners of the Feeder Fund for certain purposes, including obligations to make capital contributions, the consequences of a failure to meet a capital call, distributions, allocations and voting. These deemed separate holdings will correspond to the relative size of the capital commitments made to the Feeder Fund by the Limited Partners of the Feeder Fund.

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DEFINITIONS

In this Memorandum and the appendices hereto, unless otherwise indicated, the words in the first column have the meanings stated opposite them in the second column, words in the singular include the plural and vice versa, words importing one gender include the other genders and references to a person include references to a body corporate and vice versa.

Terms used (but not otherwise defined) in this Memorandum have the meaning given to them in the Founding Documents.

Advisory Agreement The investment advisory agreement entered into between the Fund and the Fund Advisor.

Authorised Countries The countries in the Sub-Saharan Africa (excluding those countries in the CMA)

identified as “Authorised Countries” from time to time by the Investment Charter.

Board The board of directors of the Fund.

Calculated NAV The net asset value of the Fund computed in accordance with IFRS and adjusted for those items which IFRS does not permit to be reflected at fair value such as deferred tax. Certain adjustments to the NAV of the Fund may be made to accord with items allowed in terms of the INREV Guidelines as calculated by the Board upon the recommendation of the Fund Advisor in accordance with the Constitution. The Company shall disclose its NAV on a quarterly basis with the information being disclosed in its Quarterly Report (as stipulated under the SEM Listing Rules) or within 45 days of such other period as determined by the Company’s Board but which period cannot be longer than every quarter.

Category 1 Global Business Licence The licence issued by the Mauritian Financial Services Commission under Section 71 of the Mauritian Financial Services Act 2007.

Class A Shares Shares in the capital of the Fund designated as such in the Constitution and having

the rights set forth in the Constitution.

Class B Shares Shares in the capital of the Fund designated as such in the Constitution and having the rights set forth in the Constitution.

Commencement Date The date upon which the Fund Advisor subscribes for the Class B Shares.

Constitution The constitution of the Fund as amended from time to time.

Core fund A fund is a core fund where:

• the fund assets provide stable income returns which are a key element of the total return; and

• its permitted capital leverage ratio is below 60% of gross asset value.

Core funds are seen as low risk funds that invest in stabilized, income producing property which is held typically for 5 – 10 years and have little acquisition/disposal activity after the fund has been invested.

CMA Common Monetary Area comprising the Republic of South Africa, the Republic of Namibia, the Kingdom of Lesotho and the Kingdom of Swaziland.

Disposal In relation to an Investment, an event which results in the sale, exchange, donation,

transfer, realisation, alienation, out-and-out cession or assignment of any asset.

Drawdown Date The business day specified as such in the Drawdown Notice.

Drawdown Notice Written notice given by the Fund to an Investor from time to time, substantially in the form of Annexure 1 to the Constitution, requiring such Investor to pay a specified amount of Subscription Capital to the Fund on the Drawdown Date by subscribing for Class A Shares.

Drawdown Period Each period beginning on a Closing Date and ending 36 calendar months after that Closing Date and which period may be extended in accordance with the Constitution.

FAIS The Financial Advisory and Intermediary Services Act, No. 37 of 2002.

Founding Documents The Constitution, the Advisory Agreement and the Investment Charter. 5

The Fund, or SACREF Sanlam Africa Core Real Estate Fund Limited, incorporated as a Mauritian public company limited by shares.

Fund Advisor Sanlam Africa Fund Advisor Proprietary Limited, incorporated as a South African private company limited by shares.

Fund Reference Date 31 December 2020.

GAV Gross asset value.

Global Business Company or GBC A company incorporated or registered under the Companies Act 2001 of Mauritius and holding a Category 1 Global Business Licence.

Initial Closing The first period during which the Fund accepts Investment Commitments f rom Investors in accordance with this Constitution, which period shall commence from the date of this Memorandum and close on the Initial Closing Date.

Initial Closing Date The last date on which the Fund accepts Investment Commitments from persons wishing to become Investors in respect of the Initial Closing.

Investment Any asset or right of any description, the acquisition of which is authorised by the Constitution and the Investment Charter.

Investment Charter The investment charter approved by the Fund setting out the Fund’s general

parameters according to which the Fund shall make Investments.

Investment Commitment A contractual obligation of an Investor to pay a specified amount of Subscription Capital to the Fund pursuant to a Subscription Agreement.

Investment Committee The investment committee established in terms of the Constitution.

Investor A holder of an Investment Commitment.

Memorandum This confidential private placement memorandum.

NAV On any date on which it is to be determined, the most recent Calculated NAV, adjusted by an interest rate as determined by the Fund, and which interest rate shall, in the reasonable opinion of the Fund, ref lect the expected growth in the net asset value of the Fund since the last Calculated NAV to the date on which the NAV is to be determined.

NAV Per Share NAV Per Share means, on any date, NAV divided by the aggregate number of Class A Shares and Class B Shares in issue on the date on which NAV Per Share is to be calculated

Portfolio Company An investment vehicle such as a fund, an investment company, or other entity in or through which an Investment is made.

Sanlam Sanlam Limited, a leading African financial services company, listed on the JSE Securities Exchange, with its head office in Cape Town, South Africa

SCM Sanlam Capital Markets Limited, a subsidiary of Sanlam

SEM The Stock Exchange of Mauritius Ltd.

SGT Sanlam Group Treasury.

SGT Facility A lending facility of US$55 million to the Fund.

Shares Class A Shares.

Shareholder Class A Shareholder.

SSA Sub-Saharan Africa.

Subscription Agreement A subscription agreement entered into with the Fund, substantially in the form of Annexure 2 to the Constitution, in terms of which a person agrees to an Investment Commitment and to subscribe for Class A Shares.

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Subscription Capital The portion of an Investment Commitment that an Investor is required to pay the Fund in terms of a Drawdown Notice.

Team The Fund Advisor’s team of real estate, finance, investment and asset management

professionals who shall initially be those persons referred to on pages 17.

USD or $ United States Dollar.

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THE AFRICAN OPPORTUNITY

Africa is home to more than one billion people, and the continent’s population is expected to increase at a robust pace over the next few decades. More importantly, the outlook for economic growth is favourable, even in the current challenging global environment. As a result, the purchasing power of the continent’s large consumer market is expected to increase significantly over the medium- to long-term. This presents lucrative opportunities for investment.

Sub-Saharan Africa (“SSA”) is experiencing an unprecedented period of sustained economic growth and development. The previous decade, spanning 2001 to 2010, saw an average economic growth rate of 5.7%, with six of the world’s top ten fastest growing economies falling within the SSA region. The International Monetary Fund (“IMF”) is forecasting similar GDP growth rates from 2011 to 2015, with seven of the ten top global performers coming from the region:

2001 – 2010

Real GDP Growth

2011 – 2015

Real GDP Growth

Angola 11.1% China 9.5% China 10.5% India 8.2% Myanmar 10.3% Ethiopa 8.1% Nigeria 8.9% Mozambique 7.7% Ethiopia 8.4% Tanzania 7.2% Kazakhstan 8.2% Vietnam 7.2% Chad 7.9% Congo 7.0% Mozambique 7.9% Ghana 7.0% Cambodia 7.7% Zambia 6.9% Rwanda 7.6% Nigeria 6.8% Source: IMF

Growth levels in SSA are approaching those of developing Asia, particularly if one removes South Africa from the group - as South Africa struggles to reach GDP growth levels much above 3.5%. In line with GDP growth, household consumption expenditure has increased rapidly over the last decade, trebling in three years in West and East Africa and is set to continue to rise:

Source: WDI, IMF,EIU

Economic growth has been driven by a number of factors and has extended far beyond the rise in global demand for commodities and resources, although this has certainly been a key driver. The large-scale debt relief program for the heavily indebted poor countries starting in 2000 acted as a catalyst; freeing governments in poor countries from a debt overhang which was eroding their revenue base. The external debt servicing burden subsequently fell to its lowest level in 20 years to an average of less than 2% of GDP. This allowed governments to refocus their budgets away from interest payments to capital and infrastructure development as well as basic needs.

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Politically, SSA has experienced changes with regard to the number of democratically elected governments, the move towards the establishment of the rule of law, certain reduction of levels of corruption and the implementation of regulatory frameworks. Free-market economic policies have been implemented in many regions, resulting in the creation of economic trading blocks, tax reform, some privatisation of state-owned industries and concessions to foreign investors. The removal of regulatory and infrastructural constraints has released pent-up domestic demand in certain jurisdictions to levels not previously experienced.

Source: IMF

The net effect of increased resource demand, more favourable investment environments and the greater transparency of government has resulted in a rise in both domestic and foreign investment. Growth has been broad-based across mining, agriculture, manufacturing, telecommunications, retail, and financial services; with most sub-Saharan African economies having achieved some levels of diversification.

FDI into Sub-Saharan Africa (IMF)

Source: IMF

The improved macro-economic picture in SSA was supported by declining global prices driven by an oversupply of manufactured goods, primarily out of China, and lower outsourced services costs from India. Greater integration of global trade in goods and services combined with declining prices both internationally and in SSA resulted in price convergence as substantially lower levels than was the case historically. The terms of trade, defined as the quantity of imports which can be bought by a fixed quantity of exports, improved dramatically from 2000 onwards, reversing three decades of diminishing returns. This has put purchasing power in the hands of sub-Saharan farmers, miners and manufacturers and has increased government tax revenue.

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Terms of Trade (2004=100)

Source: IMF

Sustainability of Growth:

Although the resource boom has undoubtedly contributed to economic growth in sub-Saharan Africa, it is by no means the only driver of activity. Growth has been widespread across a number of sectors, with resources making up only 24% of real economic growth between 2002 and 2007:

Source: McKinsey

As SSA holds an estimated 50% of the world’s mineral reserves by value and an estimated 60% of the world’s potential arable land, the region is likely to continue benefitting from the growing scarcity of natural resources.

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Population Growth:

Source: World Bank

Africa’s workforce is expected to reach 1.2bn by 2040, exceeding that of China, India, Europe and North America (UN). At the same time, SSA is experiencing rates of urbanisation that exceed those of Asian economies. By 2010, Africa had almost as many people living in urban areas as China did and the number of cities on the continent with populations greater than 1 million equalled that of Europe :

Urban vs. Rural:

Source: McKinsey

Number of cities with greater than 1m people:

Source: McKinsey

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Over a ten-year period from 2005 to 2015, many countries will see a doubling of the proportion of citizens living in urban areas.

The overall size of the African market has been forecast to reach $2.6 trillion by 2020, with a large portion of this spend concentrated in the hands of consumers:

Source: McKinsey

Consumption in Africa today is roughly that of Brazil and already exceeds that of India and Russia.

As a result of rapid urbanisation, rising private consumption expenditure and high levels of growth in the region, SSA is experiencing demand for quality A-grade retail properties and office space. Although the number of quality properties being developed is increasing, these types of assets are in short supply. Given the magnitude of this supply and demand imbalance, it is likely to remain intact for the foreseeable future. The Fund aims to capitalise on the existing supply and demand imbalance and also aims to benefit from both the economic and demographic fundamentals in SSA.

The Fund is however not positioning itself to merely participate in cyclical growth factors within the region but also focusses on the long term sustainability and longevity of selected assets. Investment properties are therefore typically selected on basis of compelling demographics, key dominant locations as well as the strength of their tenants, with large blue-chip national and multi-national companies, agencies and organisations being preferred to smaller market entrants. Companies such as global banks, auditing firms and international retailers will typically make up the bulk of the tenants in properties the Fund will be targeting.

CORPOR ATE STRUCTURE

Incorporation

SACREF was incorporated on 6 April 2012 under the name of Newshelf 101 Limited. Newshelf 101 Limited was converted to a GBC on 29th March 2013 and changed its name to SACREF on 4th April 2013. The Company was converted into a public company on 8th April 2013, with the intention of conducting the business of a property holding and investment company through the direct ownership or lease of immovable property and indirectly through the holding of interests in property owning, trading, investment, leasing, management and administration entities and related businesses.

SACREF will hold its property portfolio either directly or via subsidiaries.

Trading history

On 18 May 2012, SCM on behalf of SACREF acquired 50% of Accra Mall Mauritius Limited (formerly Actis ICH Limited), a Mauritian company which owns 85% of Accra Mall Limited, a Ghanaian company which owns the Accra Mall, in Accra, Ghana. Accra Mall Mauritius Limited subsequently acquired additional shares in Accra Mall Limited, increasing its shareholding to 93.9%.

Prior to the acquisition of the above asset, SACREF had no trading history.

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Nature of business and strategy of SACREF

SACREF will invest in a mix of retail, commercial and industrial properties that provide diversification with regard to its property exposure in terms of geographical spread, country risk, property type and tenant specific risk. SACREF’s growth strategy will be undertaken in a structured manner having regard to its conservative leverage policies, with loan to value ratios not to exceed 45% over the medium term. Initially this loan to value ratio may exceed the target amount but will not exceed 50% other than on a short term basis and for a period not exceeding 12 months.

SACREF intends investing in properties demonstrating all or some of the following characteristics:

• strong cash f lows to support geared returns over the medium to long term;

• good trading history with proven growth and sustainability in their rental streams;

• real estate with a high percentage of well-established national or high quality “blue-chip” tenants with long-term lease commitments;

• real estate assets with a dominant trading position;

• real estate with potential upside for improving rental streams and/or reducing vacancies through active tenant and tenant mix management; and

• real estate with potential upside to increase the GLA of an asset and its quantum of income through the creation and roll-out of additional bulk.

Stated Capital

The shares of the Fund shall comprise (i) Class A Shares; (ii) Class B Shares, and (iii) Class C Shares.

The directors may issue such number of shares subject to such rights as they may determine, provided that, at all times, no share of the same class shall have priority over any other share of that class either as to the return of the amount of its capital subscription or the receipt of any other company dividend or distribution.

Class A Shares

The Class A Shares shall confer upon the holders thereof the right to vote on all matters except for matters only affecting the Class B Shareholders. Each Class A Share shall confer on its holder one vote. The Class A Shareholders shall be entitled to dividends on a semi-annual basis in accordance with the Constitution. The Fund shall be obliged to distribute a minimum of 90% of the net income proceeds of its underlying investments, less the aggregate of any taxes and the carry provision for the Class B Shareholders, if any.

Class B Shares

The Fund Advisor will subscribe for Class B Shares in the amount of USD10,000,000. The Class B Shares will rank equally to the Class A Shares in respect of distributions of net income proceeds, but shall have the right to an additional distribution of the carried interest based on strong NAV growth in the Fund in any given financial year.

The Class B Shares shall confer upon the holders thereof the right to vote on all matters, except for matters only affecting the Class A Shareholders, and shall at all times have voting rights greater than or equal to 10% of the aggregate voting rights in such matters.

The Class B Shares shall be redeemable at the option of the Fund in circumstances which entitle the Fund to terminate the Advisory Agreement between the Fund and the Fund Advisor.

Class C Shares

The Fund Advisor will subscribe for Class C Shares. The Class C Shares will not participate in any distributions and shall be non-voting. The Class C Shares shall be non-redeemable and shall be held by the Fund Advisor or any successor.

The Class C Shares are created and held in order to meet the requirement of the Mauritian Companies Act 2001 that the Fund has a class of non-redeemable shares.

Capital raising pricing guidelines

Pursuant to each Investment Commitment held, an Investor will be required to pay a specified amount of Subscription Capital to the Fund on each Drawdown Date during the relevant Drawdown Period by subscribing for Class A Shares. The Fund shall issue to the Investor such number of Class A Shares whose aggregate NAV Per Share on the Business Day prior to the Drawdown Date equals in value the amount of Subscription Capital paid on the Drawdown Date.

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The first Drawdown Notices issued by the Fund relating to accepted Investment Commitments in respect of the Initial Closing shall specify 5 (five) USD as the subscription price for each Class A Share rather than NAV Per Share.

Subsequent Subscription Capital as per additional Drawdown Notices will make reference to the last Calculated NAV of the Fund, adjusted by an interest rate as determined by the Fund which is reflective of the estimated growth in the NAV over the applicable period between the last Calculated NAV and the applicable Drawdown Date.

Whilst Drawdown Periods in respect of different Closings may overlap or coincide with one another, the Company shall not be entitled to drawdown Subscription Capital in respect of an Investment Commitment until all Investment Commitments in respect of all previous Closings have been fully drawndown by the Company.

Subscription Agreement

Each Investor shall be required to enter into a Subscription Agreement with the Fund in respect of Class A Shares. The Investor shall agree to commit to a fixed amount of aggregate investment in the Fund over a 36 month period (“Drawdown Period”) by subscribing for Class A Shares when requested by Drawdown Notices issued by the Fund to the Investor.

Fund domicilium

The Fund has been established in Mauritius in order to take advantage of Mauritius’ business friendly infrastructure and fiscal regime for investment funds. In particular, Mauritius has negotiated double tax agreements with many of the African countries in which the Fund intends to invest. Other factors supporting the decision to incorporate the Fund in Mauritius include:

• Mauritius has a stable economy and good infrastructure;

• it has a well-developed financial services and legal/accounting sector;

• it has a well-established investment fund regime and administration facilities;

• it has no exchange controls and a GBC may choose any currency as its reporting currency;

• it is a member of the Southern African Development Community1 (“SADC”); and

• it is commercially and administratively convenient to pool the funds of multi-national Investors in a Mauritian vehicle.

1 SADC has been in existence since 1980. It was formed as a loose alliance of nine majority-ruled states in Southern Africa known as the Southern African Development Coordination Conference (SADCC), with the main aim of coordinating development projects in order to lessen economic dependence on the then apartheid South Africa. The founding Member States are: Angola, Botswana, Lesotho, Malawi, Mozambique, Swaziland, United Republic of Tanzania, Zambia and Zimbabwe.

GROUP STRUCTURE

SACREF’s statutory group structure is represented below as well as its operational structure.

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Management of the Fund

SACREF will not employ any executive staff, but has appointed the Fund Advisor in terms of the Advisory Agreement, with the responsibility f o r :

• identifying potential Investments; • due diligence of potential Investments, advising on making an Investment, advising on follow-on Investments, advising on

disposals of Investments; • assist with the raising of loan funding; • evaluate, negotiate and prepare (or cause to be prepared) all necessary investment agreements, loan agreements, shareholders'

agreements and disinvestment or disposal agreements (“Transaction Agreements”); • engaging professional advisors; • advising portfolio companies, including attending meetings of those companies, representing SACREF on the board meetings,

monitoring compliance with insider trading rules, monitoring payment of dividends; • monitoring compliance with the Transaction Agreement; • monitoring compliance with SACREF directions; • ongoing monitoring of the management status of the portfolio companies and providing management support to those

companies; • providing financial services, such as arranging for the audit of the financial prepared in Mauritius; assist with preparing the

financials and investment reports in respect of the portfolio companies and any to report on any matters relevant to the businesses of the portfolio companies; • assist with the valuation of the portfolio companies; • maintain the books and records of the fund entities; • refer conflicts of interest to SACREF; • supervise property management services performed for the portfolio companies

Investment Committee

The Fund has established an Investment Committee. Certain Investors will have representation on the Investment Committee which will have a veto right on Investments.

The Investment Committee will have the following veto powers:

– Without the prior approval of the Investment Committee, the Board shall not be permitted to have any part of its share capital admitted to the main board of the Stock Exchange of Mauritius;

– the Investment Committee shall be entitled to exercise a right of veto in regards to Investments or Disposals; and – the Board shall not be permitted to exercise its power to amend sections of the Investment Charter relating to targeted

transactions and Portfolio Companies, diversification of investments, Authorised Countries, excluded investments, and the leverage of Portfolio Companies without the prior approval of the Investment Committee.

The composition of the Investment Committee is as follows:

• The four Investors with the largest holding of Class A Shares at the beginning of each Account Period shall be entitled to appoint and remove from time to time during that Accounting period, one member of the Investment Committee each.

• The Board shall be entitled to appoint and remove from time to time a total of 3 (three) members of the Investment Committee, one of whom must be a director nominated by the Fund Advisor pursuant to the Advisory Agreement.

• There will be a limitation of 7(seven) as a maximum number of members at all times.

Asset management and advisory services

The Fund has entered into the Advisory Agreement with the Fund Advisor to provide advice to the Fund in identifying and evaluating the potential investment opportunities and in monitoring the performance of Investments. The Fund Advisor shall also be responsible for the daily management of the Fund’s investments which will include asset management, advisory services and service provider supervision, amongst other services defined in the Advisory Agreement. The Fund Advisor will receive an advisory fee for providing these services. The Fund Advisor will not have authority to conclude contracts on behalf of SACREF.

The outsourced asset management advisory function includes the items specified in the section above titled “Management of the Fund”.

For these outsourced services, the Fund Advisor will receive a fee of 1,75% of the GAV of the Fund. The Advisory Agreement is available for inspection at the Fund’s registered office situated at Level 3, Alexander House, 35 Cybercity, Ebene, Mauritius.

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PROMOTER AND FUND

ADVISOR SANLAM:

Sanlam’s African Presence

In 2006, Sanlam initiated an extensive study on the growth potential and levels of stability in SSA; a process that was repeated in 2011. Key factors included: potential market size, potential growth, market accessibility, the business environment, and risk factors. The following countries were deemed as being too risky for the Sanlam Group to set up operations: Somalia, North & South Sudan, DRC, Niger, Ethiopia, Ivory Coast, and Sierra Leone. The ten most promising markets with acceptable levels of medium to long-term risk were identified as: Ghana, Nigeria, Tanzania, Kenya, Zambia, Uganda, Mozambique, Malawi and Angola.

The Sanlam Group currently has staffed business in ten African markets outside South Africa, namely: Botswana, Zambia, Namibia, Swaziland, Malawi, Uganda, Tanzania, Kenya, Ghana, Nigeria; as well as a green-field operation in Mozambique. The African businesses outside South Africa have assets under management of roughly $4bn, generating an operating profit of $100m. Sanlam has extensive property investments in most of the businesses across the continent and has developed a number of f lagship properties in Botswana, Zambia and Kenya.

The on-the-ground knowledge of the political and regulatory regimes places the Fund in a unique position to manage and control potential risks to the business and to inf luence policy directly through interaction with the various domestic governments. Sanlam aims to ensure a dominant position in the financial services industry within each country and outside of the newly established businesses in Mozambique and Uganda, occupies the number one or two spaces within each country. This gives the businesses good visibility and substantial inf luence with regulatory bodies and administrations.

Sanlam’s Financial Commitment

Sanlam is the Promoter of the Fund and has expended considerable resources in the formation of the Fund. Sanlam has also provided a lending facility of US$55 million to the Fund, known as the SGT (“Sanlam Group Treasury”) Facility. This SGT Facility will allow the Fund access to significant amounts of funding for asset acquisitions pending the drawdown of Subscription Capital from Investors or the raising of additional capital.

Further, the Fund Advisor will invest US$10 million through the acquisition of the Class B Shares. These shares are distinct from the Class A Shares acquired by Investors and will be unlisted.

FUND ADVISOR

The Fund Advisor is a company incorporated in South Africa, and is a Category II licensed financial services provider for the purpose of FAIS. The Fund Advisor is part of the Sanlam Properties business.

Sanlam has a long history of managing and developing property for its own account, held directly or via subsidiaries and associates, as well as the development and management of property for policy holder funds within the life insurance company, Sanlam Life Insurance Limited. Whilst the majority of the real estate activity has been within the CMA, Sanlam has over the last number of years also been active in certain non CMA Sub Saharan African countries through subsidiaries. Sanlam has however largely limited property development activities over recent years, particularly within the CMA, but retains a significant property portfolio. Sanlam also continues to be active in real estate financing activities, particularly in South Africa.

Sanlam Properties was also active in the listing and management of various property funds within the South African property industry.

Strong Alignment of Interests

The Fund Advisor will align its interests with Investors by acquiring an interest in the Fund, through the subscription for Class B Shares. The Fund Advisor will on the commencement date of the Fund invest US$10 million.

In accordance with the rights of the Class B Shares, the Fund Advisor will be entitled to carried interest, i.e. a deferred dividend equivalent to 15% of the total returns in excess of a 10% benchmark (including both distributions and capital appreciation) being achieved by the shareholders. This carried interest will increase to 20% of the total returns (both distributions and capital appreciation) in excess of 15% for a specific year.

This carried interest shall be calculated annually as detailed in the Constitution with the base for the calculation being reset at each calculation date and shall only be declared as a dividend in the event that the NAV Growth Percentage for the subsequent financial year is equal to or exceeds 10%. In the event that the NAV Growth Percentage in the subsequent period does not exceed 10%, then the aforesaid provision is written back (“clawed back”), and the Class B Shareholder shall have no claim in respect of that provision.

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This structure of deferred entitlement to carried interest encourages consistency in terms of performance as well as introducing a retention mechanism.

Management Team

The Team comprises 5 dedicated professionals with significant experience in real estate, finance, investment and asset management. They operate from offices in Johannesburg, South Africa.

The details of the key senior management are provided below:

Thomas Reilly Hons B Comm (Econ)

Thomas Reilly is the CEO of Sanlam Properties, a division of Sanlam Capital Markets Limited and is a member of the Sanlam Capital Markets Executive. He has been instrumental in repositioning Sanlam Properties in the commercial property finance sector and the building of a real estate fund capability, aside from that as a property developer. Thomas has a long history in investment banking having joined the Sanlam Group in 1999 to originally head the Fixed Income business of Gensec Bank, and subsequently heading the Real Estate business and the Group Treasury for the Sanlam Group. Prior to joining Sanlam, Thomas headed the Interest Rate Derivative business for ABSA Bank and before that ran the Interest Rate Derivative business for First Derivatives, a joint venture between First National Bank and Firstcorp Merchant Bank.

Thomas holds an Honours degree in Economics from the University of South Africa.

Gregory Chalmers B Comm, LLB, H. Dip. Tax, Admitted Attorney

Prior to joining Sanlam Properties, he was the Chief Investment Officer for a London AIM listed, infrastructure focused PE fund, with operations and assets (including real estate) in various African countries. He has previously been the CEO of a commercial property fund, listed on both the JSE and the Namibian Stock Exchange. In addition, he has 15 years investment banking experience in M&A, particularly Real Estate. Prior to moving into investment banking, he practiced as an attorney for a period post his admission.

Thomas Schultz Hons. Psych; Hons. Econ; M Comm ( Econ); CFA

Thomas Schultz is the former Head of Investment Management for Sanlam Emerging Markets, the asset management arm of the Sanlam Group in the rest of Africa and India. He has 12 years experience working in sub-Saharan Africa, having started his career with Brait Merchant Bank and African Alliance (previously a division of Brait). He worked as an analyst and portfolio manager for Brait in South Africa, Swaziland and Botswana and set up asset management businesses for African Alliance in East Africa. Thomas joined Sanlam Emerging Markets in 2006 where he established asset management businesses in Kenya, Nigeria and Swaziland and managed existing operations in Namibia, Botswana and Zambia.

Thomas oversaw a number of property developments in Botswana, Zambia and Swaziland and was responsible for the property asset management of Sanlam’s property holdings in Namibia, Botswana, Zambia and Kenya.

Urbanus van der Walt B Econ; AEP

Banus was previously the managing director of Sanlam Properties and Gensec Property Services for sixteen years. Banus has 40 years property experience with the Sanlam Group and has travelled extensively to study the property industry, both locally and internationally. Banus is a past president of the South African Property Owners Association (SAPOA) and has been a non-executive director of Vukile Property Fund, Martprop, Acucap, SA Retail and iFour. He was also involved in the listing of Primegro, Acucap, Resilient, iFour, SA Retail, MICC and Vukile. Banus is currently an Independent non-executive director at Capital Property. He was also a non-executive director of Sanlam Properties and is a member of the Property Committee of Sanlam. Banus is also a non-executive director of a few non-listed companies.

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DIRECTORS

The full names, ages, addresses and nationality of the non-executive directors of SACREF are set out in the table below:

Name (Age) Address Nationality Anil Currimjee (50) (Chairperson)

Currimjee Jeewanjee & Co Ltd 38 Royal Street, Port Louis, Mauritius Mauritian

Johan van der Merwe (47) 3A Summit Road, Dunkeld West, Johannesburg, South Africa South African Peter John Cook (66) (Chairperson of the Audit Comm) 3A Summit Road, Dunkeld West, Johannesburg, South Africa South African Vincent Rague (55) PO Box 23977, Nairobi, Kenya Kenyan Tiny Kgatlwane (47) Private Bag BR 185 Gaborone Botswana Motswana (Botswana) Yan Ng (37) Level 3, Alexander House, 35 Cybercity, Ebene, Mauritius Mauritian Thomas Reilly (40) 3A Summit Road, Dunkeld West, Johannesburg, South Africa South African

The Constitution of SACREF provides that the board of directors must comprise no less than three directors and no more than ten directors. At least two of the directors at any one time must be resident in Mauritius.

The board of directors of SACREF currently comprises 7 non-executive directors. All directors appointed shall retire at each annual meeting of Shareholders and may make themselves available for re-election and on such terms and conditions including remuneration and other benefits as the Shareholders by Ordinary Resolution may determine and notwithstanding anything to the contrary contained herein and subject to as may otherwise be provided by law, any director, managing director or other executive director may, by Ordinary Resolution passed at a meeting called for purposes that include their removal or ceasing to hold office pursuant to section 139 of the Act, be removed from office before the expiry of their period of office subject however, to the right of any such director to claim damages under any contract.

In terms of the Advisory agreement, the Fund Advisor has the right to appoint one director to the SACREF board of directors and accordingly has appointed Thomas Reilly as a non-executive director of SACREF.

The profiles of the directors are set out below:

Qualification and experience of the directors

Anil Currimjee BA Liberal Arts, MBA (London Business School)

Mr Currimjee is a director of one of the largest commercial/business groups in Mauritius, namely the Currimjee Group, which has operations in both Mauritius and Seychelles. The Currimjee Group was established in 1890 with diversified activities in following clusters: Telecommunications, Media & IT; Real Estate; Hospitality and Tourism; Energy; Commerce and Financial Services, and Manufacturing, Marketing and Distribution.

He was Chairman of the Mauritius Chamber of Commerce & Industry during the year 2003 and is the Chairman Joint Business Council Mauritius India, 2004 to date (Mauritius Chamber of Commerce and Industry – Committee). He has been the Honorary Consul General of Japan in Mauritius since 2003.

Johan van der Merwe B.Com (Cum Laude), B.Com (Hons), M.Com Tax, M.Phil Finance (Cambridge), CA(SA)

Johan completed his B.Com. degree in accounting cum laude from the University of Pretoria. In 1987 he completed his B.Com. (Hons) degree in accounting. He started working at Deloitte and Touche and also lectured Accounting and Auditing at the University of Pretoria. He passed his qualifying examination for the Public Accountants’ and Auditors’ Board the following year. He completed his M.Com (Tax) at the University of Pretoria in 1990 and his M.Phil Finance at Cambridge in 1991.

In 1991 he moved to Gencor’s Corporate Finance division. He was one of the core team members who helped to finalise the Billiton transaction and after its completion he became responsible for Corporate Finance and Tax at Billiton.

He joined Investec Asset Management in 1997 as Sector Head of SA Resources, became Head of Equities in 1999 and was promoted to Global Sector Head of Resources in April 2000. He was assigned responsibility for the Botswana Office and for Private Equity, and was a director and executive committee member of Investec Asset Management. He joined Sanlam Investment Management in July 2002 as CEO. In May 2003 Johan was appointed CEO of the Investment Cluster responsible for all the Investment businesses in the Sanlam Group.

From the beginning of 2007 he became Head of the Institutional Cluster in the Sanlam Group.

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Peter Cook BSc Eng, MBA (Wharton)

Peter Cook is a Non-Executive Director at Vukile Properties. Peter retired as an executive director of Sanlam’s financial engineering subsidiary Sanlam Capital Markets Limited (SCM) in 2005. He continues to serve on the board and board committees of SCM and other Sanlam subsidiaries. Peter was the deputy chief executive of Gensec Bank (now SCM) from 2001 to 2004 and the executive director responsible for finance, risk management and other support functions of investment banking group Genbel Securities from 1997 to 2000. From 1993 to 1997, Peter was the finance and administration director of the oil company, Engen. Prior to 1993 he held various executive financial and investment positions in the mining finance house, Gencor.

Vincent Rague BA (Hons – Econ/Statistics) MBA (Darden Business School)

Mr. Rague is currently Senior Financial Advisor to the Minister of Finance and the Permanent Secretary to the Treasury in Kenya. Mr. Rague is Co-founder, member of the Investment Committee and Chairman of the Supervisory Board of Catalyst Principal Partners (a private equity firm based in Nairobi, Kenya). He also serves on several boards of directors, including: Trustee and Chairman of the Conf licts Committee of the Johannesburg-based Pan African Infrastructure Development Fund (PAIDF); Director of GuarantCo (a London based infrastructure guarantee fund); Alternate Director, Kenya Airways; member of the Global Advisory Council of GEMBA at the Darden Business School; and a member of the International Advisory Board of ACE (one of the world’s leading global commercial property and casualty insurance organisations that is listed on NYSE). In the past, Mr. Rague also served on the Boards of ABN-AMRO in Kazakhstan; UzBek Leasing; and Kyrgyz Investment and Commercial Bank.

Until 2009, Mr. Rague worked for the International Finance Corporation (IFC) of the World Bank Group. His experience spans more than 24 years in advisory services, investments, project and corporate finance and banking in Latin America, Europe, Africa and Asia. Within the World Bank Group, he served in a variety of increasingly senior management positions, which included Chief Investment Office and Global Head of Real Estate investments, and postings in: Istanbul, Turkey as Senior Manager, Financial Markets and Advisory Services for Southeast Europe and Central Asia; and in Johannesburg, South Africa as IFC’s first Regional Director to South Africa with responsibility for establishing and managing IFC’s operations in Southern Africa. Prior to joining the World Bank, Mr. Rague worked at the Ministry of Finance and Central Bank of Kenya.

Tiny Kgatlwane B.Comm; Chartered Institute of Management Accountants; Associate of Botswana Institute of Bankers

Having graduated from the University of Botswana in 1987 with a Bachelor of Commerce with majors in Accounting and Management, Tiny joined Barclays Bank of Botswana as a Country Treasurer. She later became a Chartered Management Accountant in 2001.

Tiny has over 20 years of experience in the financial services industry with knowledge acquired while working at Standard Chartered Bank, Barclays Bank and most recently Debswana Pension Fund, where she was at the helm of the organisation for four years. She converted it from a division within the diamond company to an autonomous entity that now has a net worth of P3 billion.

Tiny joined Bifm (Botswana Insurance Fund Management) as Chief Executive Officer in August 2010 with a wealth of experience in the pensions and asset management industry.

Yan Chong Ng Cheng Hin, BSc (Hons) MSc ACA TEP

Yan Ng is an Executive Director of Intercontinental Trust Ltd. He is in charge of the Fund Administration operations and advises clients on all Fund related aspects including tax and regulatory matters and the structuring and the establishment of funds in Mauritius. Yan is board member of a number of Mauritian funds. Yan has previously acted as an audit manager with Baker Tilly Mauritius and as a senior auditor of Deloitte in Luxembourg. He trained as a chartered accountant in London.

Yan graduated from the University of Mauritius (BSc (Hons)) with a degree in Management and achieved a Masters in Finance (MSc) from Lancaster University. He is a member of the Institute of Chartered Accountants in England & Wales and of the Society of Trust and Estate Practitioners. He is the treasurer of the International Fiscal Association (Mauritius branch) and an executive committee member of the Association of Trust and Management Companies in Mauritius.

Thomas Reilly Hons B Comm (Econ)

Mr. Reilly’s details are set out above under Management Team. He is the director appointed by the Fund Advisor in terms of the Advisory agreement.

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QUALIFICATION, REMUNER ATION, BORROWING POWERS AND APPOINTMENT OF DIRECTORS

The relevant provisions relating to the qualification, remuneration, borrowing powers and appointment of the directors are set out in the Constitution of SACREF.

None of the directors have:

• ever been convicted of an offence resulting from dishonesty, fraud or embezzlement;

• ever been adjudged bankrupt or sequestrated in any jurisdiction;

• at any time assigned their estate, suspended payment or compounded with their creditors;

• ever been found guilty in disciplinary proceedings, by an employer or regulatory body, due to dishonest activities;

• ever been barred from entry into any profession or occupation; and

• ever been convicted in any jurisdiction of any criminal offence, or an offence under legislation relating to the Act.

THE INVESTMENT STR ATEGY AND PROCESS

Investment will take the form of equity, generally into the asset holding vehicle. It is intended that majority or controlling stakes will typically be acquired, depending on the circumstances. The Investments will be held via incorporated entities in the various jurisdictions.

The Fund has established an Investment Charter in terms of which the existing and prospective Investments will be assessed. The Investment Charter is one of the Founding Documents and each of which will be made available upon request and each of which should be read before investing in the Fund.

Return Objective

The overall Fund return would consist of lease based income returns and capital growth. Capital growth would be a function of escalation rates attributable to contractual leases (typically 2% – 6%) as well as changes in capitalisation rates due anticipated yield contraction due to the demand for quality office and retail space. The target IRR for the Fund is US$14% – 18%. As an Income Fund, the Fund will typically distribute returns on a semi-annual basis in line with market practice. Distributions will be in the form of a dividend. We anticipate an annual average cash dividend based on the assumed portfolio of assets to be in excess of 4% in USD over the first five years of the fund.

Risk Profile

The Fund offering has a vastly reduced risk profile from other African Real Estate Funds as only completed and leased developments (i.e. with a contractual income stream attached) would qualify as investment assets for the Fund. Development risk and any risks associated with property rights which are key risks, are therefore largely mitigated. Political, Economic and Social Risks are proactively managed by an experienced on the ground team.

Identification of Target Markets

Countries chosen as eligible investment destinations are primarily selected from the 14 countries in Sub-Saharan Africa where the Sanlam Group is active. The Group has businesses in these countries and strong familiarity with their tax, legal and regulatory environments. These countries are selected for their political stability, fast growing economies and various macro- economic and business reasons, including a rapidly growing middle class and a population with a strong urbanisation trend.

Target markets of the Fund will be located in sub-Saharan Africa, excluding the Common Monetary Area (CMA) in Southern Africa, which is comprised of South Africa, Swaziland, Namibia and Lesotho. The Fund’s primary focus will be the jurisdictions of Nigeria, Ghana, Tanzania, Zambia, Uganda, Kenya, Botswana, Mauritius and Mozambique. Secondary jurisdictions targeted for investment include Zimbabwe, Malawi, and Angola.

Eligible Assets

The Fund will focus exclusively on the acquisition of commercial assets (Office, Retail & select Industrial). Targeted assets will be selected for their dominance and defensiveness in their respective catchment areas, meet minimum technical requirements and return characteristics, and demonstrate longevity as an investment.

Asset Acquisition

Sanlam’s extensive network as well as the network of the Team will be utilised to identify attractive opportunities within each country. A comprehensive due diligence will performed on each asset. The experience and understanding of local markets by Sanlam will be leveraged to optimise the potential of each acquisition.

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All investment, funding or disposal decisions will be made by the Fund’s Board. The Advisor shall provide the Board with the appropriate investment advice.

Debt Funding Strategy

A limited amount of leverage will be utilised to optimise the returns of the Fund. A leverage level of between 40% - 45% of GAV will be targeted which falls within acceptable market norms for core property loans and reduces refinancing risk. Individual assets will typically have different leverage levels, depending on the circumstances.

Although leverage may be introduced at different levels into the asset holding structure, leverage will typically be obtained at asset level with security ring-fenced to each specific asset and will generally range in term between 3 – 6 years.

New Developments

The Fund will be void of any new (“Greenfield”) development risk. Investments may be acquired from developers on completion of the asset, and hence will have limited trading histories. However these assets will need to meet investment criteria required by the Fund’s Board.

Further and in order to optimise the value of each Investment, some additional development of available bulk or renovations may be undertaken. Before any additional capital undertakings are made, a rigorous process will be applied to access the opportunity. The involvement of professionals in the development process is viewed as important to the successful delivery of each project, and will therefore be sought. In order to maintain control over the development process, project management teams will be appointed to individual deals.

Investment Exit

The strategy of the Fund is to “buy and hold” its Investments. Notwithstanding, the Board may approve decisions to dispose of Investments in order to optimise returns. The anticipated exit route will be a trade sale to other investing funds, financial institutions, individual investors and pension funds.

INITIAL INVESTMENTS

Pending the formation of the Fund, two assets (Accra Mall, Ghana and Capital Properties Limited, Tanzania) were acquired by Sanlam, through the Fund vehicle. The assets acquired are a key, strategic Investments which would no longer have been available for acquisition should it have been necessary to establish the Fund prior to acquisition. The acquired Investments comply with the investment profile of the Fund.

Accra Mall

Accra Mall is the largest retail mall in Ghana, with a gross lettable area of 20 683m². It is anchored by leading South African national retailers, including Shoprite Checkers and Game. The Mall was completed in 2009 by the private equity developer, Actis and has a very strong trading history since its opening. The Fund has, together with the leading South African real estate developer, Atterbury Africa, acquired a 93.9% interest in the Mall. The remaining interests are held by local Ghanaian shareholders.

Capital Properties Limited

Capital Properties Limited is the holding company of three prime office buildings in the heart of the central business district in Dar es Salaam, Tanzania. The buildings measure approximately 21,800 m2 and are occupied by international tenants such as Barclays Bank and First National Bank. The Fund owns 100% of Capital Properties Limited.

PROSPECTIVE INVESTMENTS

A substantial pipeline of prospective Investments is under consideration and may be acquired by the Fund. Each Investment is at a different stage of investigation by the Fund Advisor, ranging from fairly early in the due diligence process to more advanced negotiations. In many instances formal Non-Disclosure Agreements have been concluded, but in instances where none have been concluded, the information shared by the prospective vendor is treated as confidential unless it is in the public domain.

The total pipeline of possible investment assets is currently approximately US$1,2 billion in value, which amount includes the above assets, assets which are yet to developed as well as other assets in terms of which the investigation into their suitability for the fund has not progressed at the time of this document. The pipeline for assets under development is currently approximately US$500m.

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Below is a sample of the Investments in the pipeline. It must be noted that in some instances extensive due diligences have been undertaken, including the appointment of external consultants but that no agreements have been finalised.

This pipeline could be viewed as an indication of the Investments available and it may not represent the Investments finally approved by the Fund’s Board for acquisition:

Project

Sector

Gross Asset Value (Indicative)

Initial yield (Indicative)

Description

Accra Mall, Ghana Retail US$30.5 million 8.9% Established Dominant A Grade Regional Shopping Centre with expansion opportunities

Project B Offices US$50 million 9.0% Quality A Grade offices with blue chip tenants Project C Offices US$26.5 million 9.0% Quality A Grade offices with blue chip tenants,

with a limited retail component Project D Retail US$102 million 8.0% Established Dominant A Grade Super Regional

Shopping Centre Project E Retail US$80 million 9.0% New Development: A Grade Regional

Shopping Centre Project F Retail US$50 million 9.0% New Development: A Grade Regional

Shopping Centre Project G Retail US$ 104m 9.0% New Development: A Grade Regional

Shopping Centre The projected Annualized Return, Total Expense Ratio and Annual Dividend shown below are based on the prospective investments in the table above. These prospective investments, with the exception of Accra Mall, from a timing perspective are assumed to be acquired in 2013 and 2014. An average gearing ratio of no more than 45% of GAV has been assumed. All financial projections have been based on actual or projected contractual leases, including turnover rentals where appropriate, and projected expenses utilising historical information, where applicable, or assumed expenses utilising an appropriate expense ratio.

These projections are not necessarily a reflection of actual performance.

Annualized Return (IRR)

The table below indicates the projected indicative average Total Annualized Returns (IRR) in USD of the Fund, which returns are post all fees, expenses and any Additional Distributions paid to the Class B shareholder:

Annualised Return

(IRR) Scenario A1

Annualised Return

(IRR) Scenario B2

Annualised Return (IRR) Scenario C3

3 year IRR 17.62% 20.00% 20.61% 4 year IRR 15.50% 17.99% 18.63% 5 year IRR 14.48% 16.93% 17.58%

¹ Assumes nil yield compression ² Assumes 20 basis point yield compression per annum ³ Assumes 25 basis point yield compression per annum

Total Expense Ratio

The table below indicates the projected indicative Total Expense Ratio in USD of the Fund:

Year 1 (2013) Year 2 (2014) Year 3 (2015) Year 5 (2016) Year 5 (2017) Projected TE Ratio1 2.20% 1.74% 2.03% 2.02% 2.01% ¹ Total Expense Ratio = (Total Fund Expenses ÷ GAV); Assumes NIL yield compression of asset value

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Projected Annual Distributable Amount

The table below indicates the projected Annual Distributable Amount in USD expressed as a percentage of Share Capital of the Fund:

Year 3 2 (2015) Year 4 2 (2016) Year 5 2

(2017) Distributable Amount Yield 1 3 6.05% 6.40% 6.76%

¹ assumes nil yield compression and no deductions for Additional Distributions to Class B shareholders;

² Annual Distributable Amount in USD expressed as a percentage of Share Capital of the Fund;

³ the five-year average distributable amount is 5.42%.

It is intended that 90% of this projected annual Distributable Amount will be declared as a dividend, which will be paid semi-annually.

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FINANCIAL INFORMATION

The historical information for the period ending 30 September 2012 below is sourced from the Fund’s management accounts. It has neither been reviewed nor audited by the Fund’s auditors or directors.

NEWSHELF 101 LIMITED Statement of Comprehensive Income For the period ended 30 September 2012

Amounts in USD Sept 30, 2012 Income Interest income 84 521

Equity accounted earnings 757 533

842 055

Expenses Loan Interest 383 791 Licence fees 59 Accounting fees 2 150 Professional fees 13 188 Bank charges 5 101

404 288 Profit for the period/year 437 767

NEWSHELF 101 LIMITED Statement of Financial Position As at 30 September 2012

Amounts in USD Sept 30, 2012 ASSETS Non-current assets

Investments 17 455 805 Loans 1 864 090

19 319 894 Current assets Interest receivable on loan 84 521 Other receivables & prepayments 276 Cash at Bank 301

518

Total Current Assets 386 316

Total Assets 19 706 210

EQUITY AND LIABILITIES Equity Share capital 100 Retained Earnings 437 767

Total equity 437 867

Non-current liabilities

Borrowings 19 266 193

Current liabilities

Other creditors and payables 2 150

Total liabilities 19 268 343

Total equity and liabilities 19 706 210

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TERMS OF THE OFFERING

The following information is presented as an executive summary of certain of the Fund’s key terms only and is qualified in its entirety by reference to the Constitution, the Subscription Agreement, the Investment Charter and the Advisory Agreement (the “Founding Documents”) relating to the Fund. The aforesaid documents will be made available to prospective Investors prior to closing.

The Fund Sanlam Africa Core Real Estate Fund Limited incorporated as a Mauritian public company

limited by shares.

The Fund Advisor The advisor to the Fund will be Sanlam Africa Fund Advisor Proprietary Limited, a subsidiary of Sanlam Capital Markets Limited, a company incorporated in the Republic of South Africa.

The Fund Advisor will advise the Fund on a broad range of issues as per the Advisory Agreement. These advisory issues will include researching, originating, negotiating, structuring, financing, and monitoring all the Investments of the Fund.

The Fund, acting through its Board, will retain full discretion in terms of all of the investment decisions of the Fund. The Fund will pay the Fund Advisor an advisory fee.

Target Fund Size There shall be no upper limit to the amount of Investment Commitments or Subscription

Capital that may be accepted by the Fund from Investors.

Class A Shares The Class A Shares shall confer upon the holders thereof the right to vote on all matters except for matters only affecting the Class B Shareholders. Each Class A share shall confer on its holder one vote.

The Class A Shares will rank equally to the Class B Shares in respect to distributions of net income proceeds, expect in respect of the entitlement to Carried Interest.

Class B Shares The Fund Advisor will subscribe for Class B Shares. The Class B Shares shall confer upon the

holders thereof the right to vote on all matters, except for matters only affecting the Class A Shareholders. The Class B Shares shall be redeemable at the option of the Fund in circumstances which entitle the Fund to terminate the Advisory Agreement with the Fund Advisor.

Each Class B Share shall confer on its holder one vote, except that the aggregate voting rights of the Class B Shares shall at all times be greater than or equal to10% of the aggregate voting rights of all shareholders on matters which require the voting of both A and B share classes.

The Class B Shares will rank equally to the Class A Shares in respect to distributions of net income proceeds, except for the deferred entitlement to Carried Interest of the Class B Shares upon strong annual NAV growth of the Fund.

Minimum Investor Commitment

Fund Advisor Commitment

Sanlam Group Commitment

US$5 million, in respect of the Initial Closing and such other amount as determined by the Board for subsequent closings. The Fund Advisor shall invest US$10 million by subscribing for the Class B Shares issued by the Fund. Sanlam has provided via the Sanlam Group Treasury (“SGT”) a funding facility (“SGT Facility”) of $55 million.

SGT Facility SGT has agreed to provide a US$55 million facility. The Fund will repay SGT Facility from the

Subscription Capital paid to the Fund by Investors.

Interest will be payable on the SGT Facility at from date of advance to date of repayment. The loan is subject to the terms and conditions as stipulated in the Facility Agreement between the SGT and the Fund.

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Diversification The Fund’s investments will be diversified across markets and real estate sectors. No single asset’s value will be more that 35% of the Fund’s GAV and the Fund will not invest more than 45% of its GAV in a single Authorised Country. Further the targeted sector diversification as a guideline across the various real estate sectors in which the Fund intends to invest shall be retail – 55-65%; offices – 25-35% and industrial (including special opportunities) – 5-15%. These measurements will only be applied when the size of the Fund has reached a GAV of US$500 million.

Initial Closing Date 12 April 2013, or such other date as may be determined by the Board.

Investment Commitment Investment Commitments may be drawn down to make Investments at any time up to

36 months after a Closing Date applicable to the Investment Commitment (the “Drawdown Period”). Upon the expiration of the Drawdown Period, Investors will be released from any further obligation with respect to their undrawn Investment Commitments, except to the extent necessary to complete Investments or follow on Investments by the Fund in transactions that were in process or committed to prior to the end of the Drawdown Period.

Investment Committee The Fund will establish an Investment Committee which will include certain investor

representation. The Investment Committee will, amongst other items, have a veto right over the approval of Investments.

Term of the Fund The Fund shall continue indefinitely.

Liquidity Class A Shares will be listed on the Stock Exchange of Mauritius or on another securities

exchange, and shall be freely transferable.

Neither the Fund, nor the Fund Advisor nor any promoter of the Fund provides any underwriting, market making or liquidity in respect of Class A Shares.

Class A Shareholder Exit Rights

If the GAV of the Fund is less than US$750 million, then each Class A Shareholder will have the right on the Fund Reference Date to elect to have their shareholding repurchased by the Fund.

In such event, the Fund Advisor shall use its best endeavours to purchase the Shares within 24 months of receipt by the Fund of written notice from the Class A Shareholder, or such longer period as may be applicable in terms of the Constitution.

The Exit Rights shall not arise should the GAV of the Fund be in excess of US$750million on the Fund Reference Date.

Neither the Fund nor the Fund Advisor or any other person guarantees the ability of the Fund to repurchase the Shares.

Fund Reference Date 31 December 2020.

Exit Rights The Exit Rights include the following:

• The Board shall, as soon as reasonably possible after the Fund Reference Date, determine the GAV as at the Fund Reference Date and provide a copy thereof to each Class A shareholder.

• A Class A shareholder must within 40 business days of receipt of such notice, advise the Fund and Fund Advisor, in writing in the prescribed document, of the number of Class A Shares which they wish to dispose of. Such notice shall not be retractable for 6 months after its delivery.

• The Fund shall be entitled to raise funds required to purchase the Shares sold in terms of the Exit Rights by: (a) issuing new Class A Shares; and/or (b) the sale of Investments.

• In the event that an Investment is to be disposed of in order to meet the requirements of the Exit Rights, the Fund is authorised to select the Investment/s to be liquidated (“Liquidated Investments”).

• The Fund is authorised to approve the Disposal of the Liquidated Investments on condition that the proposed transaction price for the Liquidated Asset is no less than 90% of the latest market value of the asset.

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Exit Rights • The Fund shall continue to use its best endeavours to raise the required funds, failing which it shall be entitled to extend the Extension Period for further periods of 6 months by further notices delivered to the Class A shareholder.

• This right to an Extension Period is given in order to protect other Class A shareholders and Investors from the value destruction that may arise in the event of a forced sale.

Drawdown Investment Commitments will be drawn down by the Fund issuing a Drawdown Notice to the

Investors in respect of the Closing in question. Class A Shares will be issued each time capital is required in respect of a particular Investment.

Drawdowns will be required from each Investor in respect of a Closing in the proportion that the Investor’s Investment Commitment bears to the aggregate Investment Commitments of all the Investors in that Closing.

The Drawdown Notice will be issued a minimum of ten business days’ prior to the required payment date.

The drawdown for each Class A shareholder will include the Class A shareholder’s proportionate share of the current NAV of the Fund as calculated by the Fund at the time of drawdown.

Establishment Costs The establishment costs of the Fund are to be paid by the Fund Advisor. The establishment

costs relate to all legal, administrative, due diligence costs which were due and payable before the Commencement Date.

Such costs exclude any costs that become due and payable after the Commencement Date including any fees payable to placement agents related to an investment.

Investment Strategy The Fund’s investment objective is to achieve long term capital appreciation and income by

investing in established real estate assets in African countries and which have a reasonable prospect for long term growth. The property portfolio of the Fund will not be benchmarked to any index.

The Fund Advisor will only investigate potential investment opportunities if it is reasonably clear that the target fits the Fund profile. If the Fund Advisor has investigated an investment opportunity and decided that it will not be pursued, it will not pass on information and material discovered in the process without the prior approval of the Fund. If such an investment opportunity is passed on to another investor, the directors of the Fund and the directors and executives of the Fund Advisor will not be involved in any manner with the investment made by that other investor.

Distributions The Fund shall distribute on a semi-annual basis a minimum of 90% of the Net Income

Proceeds of its underlying received by it from its underlying investments, after allowing for taxes, expenses, provisions, allowances for future expenses, including the additional Class B Carried Interest dividend (see below) and other requirements as designated by the Board.

The payments shall be made within 3 months following the end of the six month period. The first distributions will be made in March 2014 for the period from Commencement Date to 15 March 2013.

Net proceeds attributable to the disposition of any particular Investment, will not be distributed by the Fund, but shall be retained by the Fund for reinvestment.

Class A and Class B shareholders shall rank equally in respect to distributions of net income proceeds, except to the extent that Carried Interest dividend is due to the Class B Shares. No distributions shall be paid to Class C shareholders.

On an annual basis, the Company shall make a provision, to the extent necessary and as defined in the Constitution, for an additional dividend in respect of the Carried Interest (see below). This additional provision shall only be declared as a dividend in the event that the NAV Growth Percentage for the subsequent financial year is equal to or exceeds 10%. In the event that the NAV Growth Percentage in the subsequent period does not exceed 10%, then the aforesaid provision is written back (“clawed back”), and the Class B Shareholder shall have no claim in respect of that provision.

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Distributions The Fund shall pay, in cash, to the Class B shareholder its Class B carried interest dividend every year, at the same time that it pays the final Net Income Proceed distribution.

Before making any distributions of allocations to the Class B Shares under the formula above, the directors of the Fund will consider whether the requirements for such distribution have been met. The requirements aim to prevent any distributions to the Class B Shares until the overall Preferred Return in respect of all the Investments made by the Fund, have been achieved.

For the avoidance of doubt, any allowances or provisions made for the payment of distributions to shareholders are mere internal provisions by the Fund in anticipation of distributions of such amounts to shareholders and will not create any rights for the shareholders to such allocations, until actual distributions are made to shareholders by the directors of the Fund.

Carried Interest In accordance with the rights of the Class B Shares, the Class B Shareholder (the Fund Advisor)

will be entitled to an additional distribution once a minimum hurdle of 10% NAV Growth Percentage has been achieved, on an annual basis. This additional distribution shall equal 15% of the NAV Growth Percentage achieved over the minimum 10% hurdle. This additional distribution will increase to 20% of the NAV Growth Percentage above 15%, once a NAV Growth Percentage of 15% has been achieved.

Advisory Fee The Fund will pay the Fund Advisor an annual advisory fee, payable quarterly in arrears, equal

to 1,75 % of the GAV of the Fund. The Advisory Fee will commence on the Commencement Date.

Transfer of Interests Class A shareholders may sell, assign or transfer any Class A Share without the prior written

consent of the directors of the Fund.

There are no restrictions on Class A shareholders on the trading of their shares through the SEM.

Save for transfers to affiliates, the Class B shareholders may not sell, assign or transfer their interest.

Leverage The Fund will raise debt funding from external financiers for its operating companies, which

will generally be leveraged in line with market practice. The Fund will target an overall average leverage of between 40-45%. This measurement will only be applied when the size of the Fund has reached a GAV of US$500 million. In the interim period, the average leverage of the fund will not exceed 50%.

Pre-Commencement Date Investments

Sanlam may transfer to the Fund vehicle:

• any Investment relating to any transaction in which Sanlam has entered into an agreement in principle prior to making of the first capital contribution available to the Fund; or

• any Investment which Sanlam shall have purchased on the Fund’s behalf prior to such date. Sanlam shall advance by way of the SGT Facility, the funding required for such acquisitions (including all acquisition costs).

Functional Currency The Fund will be denominated in, and its reference currency will be the United States Dollar.

Fund Expenses The Fund will pay all costs and expenses relating to its activities including the Advisory Fee,

costs related to the acquisition and disposal of investments, operational costs, enforcement costs, insurance fees and distribution expenses.

Indemnification The Fund will indemnify the Fund Advisor, the Administrator and every director or other

officer, employee, agent or representative of the Fund, the Fund Advisor and the Administrator (collectively, the “Indemnified Parties”) for any loss, damage or misfortune which may happen to, or be incurred by the Indemnified Parties in or about the execution of such Indemnified Party’s duties in relation to the Fund and the Investments, and each Indemnified Party shall be entitled to be indemnified out of the assets of the Fund against any liabilities, actions, proceedings, claims, costs, demands or expenses (including reasonable legal fees) which such Indemnified Party may sustain or incur in or about the execution of such Indemnified Party’s duties in relation to the Fund and the Investments, to the extent that same has not arisen out of the gross negligence, wilful misconduct or fraud of such Indemnified Party.

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Failure to Make Contributions/Default

Should an Investor, in breach of the Subscription Agreement, fail to make payment of its required Subscription Capital on the due date for such payment and has failed to remedy the default within the applicable grace period (the “Defaulting Investor”), the outstanding amount shall bear interest at the Prime Lending Rate plus 10% per annum, as defined in the Constitution.

The Fund may, but shall not be obliged to, drawdown the unpaid amount from the other Investors who hold an Investment Commitment in respect of the same Closing in proportion to their respective Investment Commitments subject to certain restrictions.

Financial Statements The Fund will furnish audited financial statements to the Shareholders annually, unaudited

financial statements and descriptive investment information on Investments, semi-annually in addition to the reporting requirement of the SEM Listing Rules.

The Fund will submit audited accounts to the FSC and the Financial Services Board annually.

Shareholders’ Meetings The meetings of shareholders will be held in accordance with the Fund’s Constitution.

Voting Rights Each Class A Share represents one vote subject to the voting rights of the Class B shareholder which shall account for at least 10% of the voting rights of the Fund.

Administrator Intercontinental Trust, Alexander House, 35 Cybercity, Ebene, Mauritius.

Advisor to the Fund Sanlam Africa Fund Advisor Proprietary Limited

Independent Auditors Ernst and Young

Legal and Tax Counsel South Africa – Bowman Gilfillan Inc

Mauritius – C & A Law

OW NERSHIP AND TR ANSFER RESTRICTIONS

Class A Shares of the Company have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any other applicable law of the United States and are being offered and sold outside the United States to non-U.S. persons (as defined under the U.S. Securities Act) in reliance on the exemption from registration provided by Regulation S of the U.S. Securities Act.

The restrictions described below on the holding and future trading of the Class A Shares have been imposed so that the offer and sale the Class A Shares will not be required to be registered under the U.S. Securities Act, so that the Master Fund (ie. SACREF) will not be required to register as an investment company under the U.S. Investment Company Act and related rules and to address certain ERISA, U.S. Internal Revenue Code and other considerations. Due to the restrictions described below, holders of Class A Shares are advised to consult legal counsel prior to making any offer, resale, pledge or other transfer of the Class A Shares. Neither the Company nor the Advisor nor any of their depositaries or agents, will be obligated to recognize any resale or other transfer of Class A Shares made other than in compliance with the restrictions described below.

Restrictions Due to Lack of Registration under the U.S. Securities Act and the U.S. Investment Company Act

The Class A Shares have not been and will not be registered under the U.S. Securities Act or any other applicable law of the United States, and the Company has not been and does not intend to become registered as an investment company under the U.S. Investment Company Act and related rules. The Class A Shares are being offered and sold outside the United States to non-U.S. persons in reliance on the exemption from registration provided by Regulation S of the U.S. Securities Act. Each purchaser of the Class A Shares, by acquiring the Class A Shares or a beneficial interest therein, will be deemed to have represented, agreed and acknowledged that it is (A) outside the United States and not a U.S. person and (B) it will not offer, resell, pledge or otherwise transfer the Class A Shares or a beneficial interest therein in the United States or to a U.S. person.

The Company and its depositaries and agents may require any U.S. person or any person within the United States at the time it acquires the Class A Shares or a beneficial interest therein to transfer its Class A Shares or such beneficial interest immediately to a non-U.S. person in an offshore transaction pursuant to Regulation S under the U.S. Securities Act. Pending such transfer, the Company is authorized to suspend the exercise of any special consent rights, any rights to receive notice of, or attend, a meeting of our partnership and any rights to receive distributions with respect to such Class A Shares. If the obligation to transfer is not met, the Company and its depositaries and agents are irrevocably authorized, without any obligation, to transfer the Class A Shares to a non-U.S. person in an offshore transaction pursuant to Regulation S and, if such Class A Shares are sold, are obligated to distribute the net proceeds to the entitled party.

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ERISA, U.S. Internal Revenue Code and Other Restrictions

The Class A Shares and any beneficial interests therein may not be acquired or held by investors using assets of any employee benefit plan subject to the fiduciary responsibility provisions of Part 4 of Subtitle B of Title I of ERISA or to which section 4975 of the U.S. Internal Revenue Code applies (such as individual retirement accounts or annuities), or any entity the assets of which are deemed to constitute “plan assets” of such plans under ERISA (a “Plan”). Each purchaser of our Class A Shares and each subsequent transferee, by acquiring the Class A Shares or a beneficial interest therein, will be deemed to have represented, agreed and acknowledged that no portion of the assets used to acquire or hold its interest in the Class A Shares constitutes or will constitute the assets of any Plan.

The Constitution of the Master Fund provides that any purported acquisition or holding of our Class A Shares or a beneficial interest therein in contravention of the restrictions on ownership set forth therein, including those described above, will be void and have no force and effect. If, notwithstanding the foregoing, a purported acquisition or holding of the Class A Shares or a beneficial interest therein is not treated as being void for any reason, the Class A Shares or such beneficial interest will automatically be transferred to a charitable trust for the benefit of a charitable beneficiary and the purported holder will acquire no right in such Class A Shares.

RISK MITIGATION

Prospective investments will need to comply with the Fund’s Investment Charter, which is available for inspection at the Fund’s registered office situated at Level 3, Alexander House, 35 Cybercity, Ebene, Mauritius. As part of the investment evaluation process, the Fund will focus on a number of key factors that it believes will help in delivering superior risk adjusted returns. These include the following:

Diversified Investments

The Fund’s Investments will be diversified across markets and real estate sectors. Once the initial target Fund size of US$500 million has been reached, no single asset’s value will be more than 35% of the Fund’s GAV and the Fund will not invest more than 45% of its GAV in a single country

Further the target sectoral diversification across the various real estate sectors in which the Fund will target investments shall be retail – 55-65%; offices – 25-35% and industrial (including special opportunities) – 5-15%. These ratios will be determined when the Fund has a GAV of US$500 million.

Local Property Managers

Property Managers, who will be responsible for the daily management of the underlying properties, will be identified by the Fund Advisor on the basis of having established teams of professionals with good local market knowledge and a proven track- record in their field of expertise. The Team will be directly involved in management of the assets and the appointed Property Managers, to ensure the efficient delivery and execution of real estate developments.

RISK FACTORS

The risks set out below are the risks which the directors currently consider to be material but are not the only risks, or the only potential risks, relating to the Fund or an investment in the Shares. There may be additional material risks that the directors do not currently consider to be material or of which the directors are not aware.

Prospective investors are not to construe the contents of this document as tax or legal advice. Prospective investors should carefully review and evaluate the risks and the other information contained in this Memorandum before making a decision to invest in the Fund. If in any doubt prospective investors should immediately seek their own personal financial advice from their independent professional advisor who specialises in advising on the acquisition of shares and other securities or other advisors such as legal advisors and accountants.

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Risks to the Investment Case

The risks to the Fund exist in the form of intrinsic factors, such as the loss of value to an asset due to poor management, resulting in a loss of income or capital value. These risks can be eliminated through the diligent application of the resources and expertise that exist within the Fund’s or the Fund Advisor’s staff. Industry specialists employed by the Fund will endeavour to ensure that the assets are optimally tenanted and remains in excellent condition.

There are also a number of exogenous risks, in the form of regulatory changes, tax reforms, and deterioration of the political environment and the rule of law. These are mitigated by Sanlam’s extensive network across the continent with which the Fund is associated. These risks are understood and monitored constantly and should enable the Fund to respond in advance of the business environment deteriorating. This could allow for the timely sale of an asset, if required, and exiting a jurisdiction entirely in extreme circumstances.

Although Africa has been less affected by global economic cycles than other Emerging Markets – with the exception of South Africa – a medium-term risks to the Fund are a deepening European debt crisis and a general global downturn resulting in an increase in market risk aversion. However, an IMF study of 2011 on global economic spillovers determined that an increase in global risk aversion measured by a rise in VIX1 similar to the one experienced during the Lehman crisis would have only a mild impact on SSA, excluding South Africa. The net effect on African frontier markets, developing markets and commodity exporting countries is estimated at around -0.2% of GDP over the medium term.

SSA’s reliance on single commodities as exports and resulting exchange rate volatility has often been cited as a risk to economic growth in the region. GDP growth has however not been driven by resource demand to the degree that is generally assumed. Approximately 25% of the economic growth in SSA has been as a result of the resource sector:

Source: Economist Intelligence Unit

General Risk Factors

An investment in the Fund is only suitable for long-term investors who are capable of evaluating the merits and risks of such an investment. The possibility of partial or total loss of capital of the Fund exists, and prospective investors should not subscribe unless they can readily bear the consequences of a complete loss of their investment.

Investment Objective

There is no assurance that the Fund will achieve its investment or performance objectives.

Limitations on the Redemption and Transfer of Shares

Prospective investors should not invest unless they are prepared to retain their Shares until such shares are sold through the market or redeemed through exercising a valid right to Exit. Class A shareholders may not be able to sell their Shares in the open market. In addition, significant credit, tax, contractual and regulatory restrictions may apply with respect to potential transfers of Shares.

1VIX is a trademarked ticker symbol for the Chicago Board Options Exchange Market Volatility Index, a popular measure of the implied volatility of S&P 500 index options. Often referred to as the fear index or the fear gauge. (Wikipedia)

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Drawdown Defaults

Investors who fail to comply with a notice of drawdown may suffer significant financial penalties.

Extended Capital Call Period

The Fund will require that capital contributions (in the form of Subscription Capital) are paid by Investors to the Fund over an extended period of time.

Fund shall Retain Proceeds of Investments

The Fund shall direct that proceeds from the sale of Investments be used for reinvestment purposes or to satisfy or establish reserves for any of the Fund’s current or anticipated obligations.

Indemnification

The Fund will be required to indemnify the Fund Advisor, and every director or other officer, employee, agent or representative of the Fund Advisor, and the Administrator, (collectively, the “Indemnified Parties”) for any loss, damage or misfortune which may happen to, or be incurred by the Fund in or about the execution of such Indemnified Party’s duties in relation to the Fund and the Investments, and each Indemnified Party shall be entitled to be indemnified out of the assets of the Fund against any liabilities, actions, proceedings, claims, costs, demands or expenses (including reasonable legal fees) which such Indemnified Party may sustain or incur in or about the execution of such Indemnified Party’s duties in relation to the Fund and the Investments, to the extent that same has not arisen out of the gross negligence, wilful misconduct or fraud of such Indemnified Party.

The Board shall arrange insurance cover for the directors of the Fund and other Indemnified Parties on such terms as it may reasonably deem fit. Any indemnity claim shall first be satisfied from insurance proceeds (if any) to the maximum extent possible.

Dividends and Returns

Any dividend or other return described in this document is not guaranteed. If there were to be a legal change to the basis on which dividends could be paid, or if there were to be changes to accounting standards or the interpretation of accounting standards, this could have a negative effect on the Fund’s ability to make distributions.

Termination of Shareholding

If the Fund determines that a Shareholder is not qualified to hold a Share or that a Shareholders interest may compromise its regulatory or tax status then it may require the Shareholder to redeem or transfer the Share, in which event the Shareholder may realise a materially lower return than would be the case if the shareholding were not terminated.

Borrowing

The directors may secure borrowing facilities in the future for the Fund on terms acceptable to the directors. Any amounts that are secured under a bank facility are likely to rank ahead of Shareholders’ entitlements and, accordingly, should the Fund’s assets not grow at a rate sufficient to cover the costs of operating the Fund, Shareholders may not recover their initial investment.

Prospective Investors should be aware that, whilst the use of borrowings should enhance the NAV of the Class A Shares where the value of the Fund’s underlying Investments is rising, it will have the opposite effect where the underlying asset value is falling. In addition, in the event that the value of the Fund’s property portfolio falls, the use of borrowings will increase the impact of such falls on the net revenue of the Fund and, accordingly, this will have an adverse effect on the Fund’s ability to pay dividends to Shareholders.

Should any fall in the underlying asset value or expected revenues result in breaching financial covenants given to any lender, the Fund may be required to repay such borrowings in whole or in part together with any attendant costs. If the Fund is required to repay all or part of its borrowings, it may be required to sell Investments at less than their market value or at a time and in circumstances where the realisation proceeds are reduced because of a downturn in property values generally or because there is limited time to market the property.

Borrowing may result in the Fund controlling more Investments than it has equity. Borrowing increases returns to the Fund if the returns on Investments purchased with borrowed funds are greater than the Fund’s cost of borrowing such funds. However, the use of borrowing exposes the Fund to additional levels of risk including:

(i) greater losses (including risk of total loss) than would otherwise have been the case had the Fund not borrowed to purchase property;

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(ii) margin calls or interim margin requirements, which may force premature liquidations of assets; and

(iii) losses (including the risk of a total loss) on assets where the property fails to earn a return that equals or exceeds the Fund’s cost of borrowings. In the event of a sudden precipitous drop in the value of the Fund’s assets, the Fund might not be able to liquidate assets quickly enough to repay its borrowings, further magnifying the losses incurred by the Fund.

Future Performance

There is no certainty and no representation or warranty is given by any party that the Fund will be able to achieve the returns referred to in this Memorandum.

No Right to Control the Fund’s Operations

Investors will have no opportunity to control the day-to-day operations, including investment and disposal decisions, of the Fund.

Carried Interest

The allocation of Carried Interest to the Class B Shares held by the Fund Advisor may create an incentive on the part of the Fund Advisor to make recommendations that are more speculative than would be the case in the absence of such an incentive.

Directors

The Fund is dependent upon its directors and may be adversely affected if the services of the directors cease to be available to the Fund.

Liquidity of Underlying Assets

The real estate assets to be acquired by the Fund are relatively illiquid assets and are more difficult to realise than equities or bonds.

Risks Associated with Land Rights

The Fund intends operating in target countries viewed as having sound legal systems and constitutions that protect the rights of property owners in addition to established property deeds registries. All transactions undertaken by the Fund will include a sound due diligence exercise to as far as possible validate all aspects relating to property rights. The fact that the Fund intends excluding greenfield developments further reduces any potential risks associated with title.

Valuations

The valuation of the Fund may f luctuate significantly due to a number of factors, many of which are beyond the directors’ control, including:

• Changes in land and property values due to market forces.

• Changes in property market prices.

• Variations in operating results of the Fund’s Investment Assets.

• Changes in interest rates and/or the liquidity available from the banking sector.

Planning Risk

The further development of existing assets, including additions, alterations and renovations may also require the co-operation and consent of various local planning authorities in relation to the planning permissions required, which are political and quasigovernmental entities over which the Fund and the Team have no direct control. There is no guarantee that local planning authorities will co-operate or grant the necessary consents to fully develop the assets.

Cyclical Nature of Property Markets

Property markets are inf luenced by supply and demand factors that are intrinsic (such as the demand for offices and the availability of land for development for such offices) as well as extrinsic factors that relate to the broader economy (such as the general economic cycle and the availability and price of capital). Many of these factors are beyond the Fund’s ability to accurately predict or directly control. These various factors have historically caused property markets to go through cycles during which prices have f luctuated up and down. Negative economic conditions may have a material adverse effect on the Fund’s ability to achieve positive financial returns.

No Operating History

The Fund has no operating history and there can be no assurance that it will achieve its investment objective.

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No Forecasts

Historical facts, information and trends gained from historic experiences, present facts, circumstances and information, and assumptions from all or any of these do not guide the future. Aims, targets, plans, intentions and projections referred to are no more than that and so do not imply a forecast. Past performance is not necessarily a guide to future performance.

Costs

Many of the Fund’s significant costs are fixed. Therefore the smaller the amount of equity invested in the Fund, the greater the relative negative impact of these costs on the return for Shareholders will be.

Nominee Arrangements

Where a nominee service provider is used by an investor to invest in the Shares, such investor will only receive payments in respect of redemption proceeds and/or any dividends attributable to the Shares on the basis of the arrangements entered into by the Investor with the relevant nominee service provider. Furthermore, any such investor will not appear on the Register of the Fund, shall have no direct right of recourse against the Fund and must look to the relevant nominee service provider for all payments attributable to the relevant Shares. A Shareholder using a nominee service provider will therefore only have recourse to that nominee service provider in the event that they do not receive the redemption proceeds and/or any dividends to which they are entitled to.

The Fund and the directors will only recognise as Shareholders those persons who are at any time shown on the Register for the purposes of: (i) the payment of dividends, share redemptions and other payments due to be made to Shareholders (as applicable); (ii) the circulation of documents to Shareholders; (iii) the attendance and voting by Shareholders at any Meetings; and (iv) all other rights of Shareholders attributable to the Shares. None of the Fund, the directors, the Administrator, the Fund Advisor or any other person shall be responsible for the acts or omissions of any nominee service provider nor make any representation or warranty, express or implied, as to the services provided by any nominee service provider. A Shareholder using a nominee service provider will therefore only have recourse to that nominee service provider in the event that the nominee service provider does not notify them of their rights under the Shares and/or does not act on their instruction.

Value of Shares

The price and terms of the Shares should not be considered an indication of their future value and the value of the Shares may increase or decrease. An investment in the Fund is only suitable for investors who have sufficient resources to be able to bear any losses (which may be equal to the whole or part of the amount invested).

Medium to Long Term Investment

An investment in the Shares should generally be viewed as a medium to long term investment as there may not be a liquid market for the Shares and a Shareholder will have no right to require their Shares to be redeemed, other than as described in the Constitution. It is unlikely the directors will request a financial institution to make a market in the Shares and there can be no assurance that a liquid secondary market in the relevant Shares will develop. The market price (if any) of the Shares may not be wholly or mainly calculated by reference to the value of the underlying assets of the Fund, but may also be based on a number of other factors, including the demand for the Shares, the size of the holding to be sold, administrative costs, movements in foreign exchange markets, an assessment of credit risks, the value and identity of the real estate investments and/or f luctuations in interest rates and dividend yields. Shareholders should be aware that the market price (if any) of the Shares may not ref lect the underlying Net Asset Value per Share.

A Shareholder shall not be entitled to elect a Share to be redeemed, except in terms of the Exit Rights. The Fund will, in the event of such election being a valid Exit Right, thereafter have a period of at least 24 months to use its reasonable endeavours, to effect such redemption in accordance with the Exit Rights. Any Shareholder wishing to dispose of Shares is entitled to do by means of a transfer (if the Shareholder finds a buyer or other transferee).

Possible Adverse Economic Conditions and Geographical Risk

The financial operations of the Fund may be affected by general economic conditions, by conditions within the country in which the investments are made, or by the particular financial condition of the parties conducting business with the Fund. The Fund is seeking to acquire income earning, developed real estate assets in sub-Saharan Africa and the success of the Fund in achieving its objectives will be materially affected by the political and economic climate in sub-Saharan African countries. In particular, changes in the gross domestic product, employment trends, and rates of inf lation, tax and interest may affect the market value for real estate and therefore the Fund’s value or the value of the underlying assets held by the Fund. Any future or prolonged recession in sub-Saharan Africa could materially adversely affect the value of the Fund’s assets.

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Appendix 1

CERTAIN INVESTMENT CONSIDERATIONS

CERTAIN SOUTH AFRICAN CURRENCY, EXCHANGE CONTROL AND REGULATORY MATTERS

South African regulatory requirements which may be of relevance for the Fund are the Exchange Control Regulations and practice, the provisions of the Collective Investment Schemes Control Act 45 of 2002 (“CISCA”), the Financial Advisory and Intermediary Services Act 37 of 2002 (“FAIS”) and the Companies Act, 2008 (“the Companies Act”).

Exchange Control

The Fund has been established with the required Exchange Control approval. In accordance with the Exchange Control Regulations, residents require Exchange Control approval to invest offshore. Institutional investors (including retirement funds, long-term insurers and collective scheme management companies or investment managers registered with Exchange Control) may invest a portion of their retail assets offshore. South African resident individuals may utilise their R4 million foreign investment allowance to make offshore investments, provided the funds are not re-invested into the Common Monetary Area (“CMA”) via a foreign entity.

CISCA

CISCA regulates the establishment and administration of a collective investment scheme (CIS) in South Africa, as well as the marketing of an overseas CIS in South Africa. However, CISCA does not regulate a CIS which is governed by any other act in South Africa. Therefore, if the Fund is required to comply with the provisions of the South African Companies Act with respect to making offers to the public, it is not regulated by CISCA. Any offer by a foreign company to a South African resident to take up shares in the foreign company is regulated under Chapter IV of the Companies Act, which implies that the Fund will thus be governed by the Companies Act. The FSB has expressed the view that the Fund will not be regulated under CISCA since it will not qualify as a collective investment scheme as contemplated under CISCA.

FAIS

A person may not act or offer to act as a financial services provider in South Africa unless such person has been issued with a licence under FAIS. Notwithstanding that the Fund Advisor will provide advisory services in South Africa to the Fund in terms of a non-discretionary mandate, the South African Advisor will hold a Category II Licence, issued by the Financial Services Board in accordance with the requirements of FAIS. Such a licence has been obtained by the Fund Advisor.

Companies Act

In terms of Chapter IV of the Companies Act, any offer of shares in the Fund to South African residents must comply with the requirements of the Companies Act if the offer qualifies as “an offer to the public”. An “offer to the public” in terms of section 96 of the Companies Act excludes an offer where the total acquisition cost of the securities for a single addressee acting as principal is equal to or greater than R1,000,000.

Changes in Law

Changes in legal, tax and regulatory regimes may occur during the life of the Fund which may have an adverse effect on the Fund, its Investments and/or Investors in the Fund.

CERTAIN MAURITIAN LAW CONSIDER ATIONS

No Protection under Mauritian Law

Investors in the Fund are not protected by any statutory compensation arrangements in Mauritius in the event of the Fund’s failure.

The Mauritius Financial Services Commission does not vouch for the financial soundness of the Fund or for the correctness of any statements made or opinions expressed with regard to it.

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Mauritian Anti-Money Laundering Provisions

In order to comply with legislation or regulations aimed at the prevention of money laundering the Fund is required to adopt and maintain (i) anti-money laundering procedures, and (ii) customer due diligence records on each investor. The Fund may require the Investor to provide evidence to verify their identity. Where permitted, and subject to certain conditions, the Fund may also delegate the maintenance of its anti-money laundering procedures (including the acquisition of due diligence information) to a suitable person.

The entire customer due diligence and the anti-money laundering check documents on each Investor will be made available to the Financial Services Commission upon request.

The Fund and the Fund Advisor reserve the right to request such information as is necessary to verify the identity of a Shareholder and the origin/source of the funds to be invested. In the event of delay or failure on the part of the Shareholder in producing any information required for verification purposes, the Fund or the Fund Advisor may refuse to accept the application, in which case any funds received will be returned without interest to the account from which they were originally debited. The Fund and the Fund Advisor also reserves the right to refuse to make any payment to a Shareholder if the Fund or Fund Advisor suspects or are advised that the payment of redemption proceeds to such Shareholder might result in a breach of applicable anti-money laundering or other laws or regulations by any person in any relevant jurisdiction, or if such refusal is considered necessary or appropriate to ensure the compliance by the Fund or the Fund Advisor with any such laws or regulations in any applicable jurisdiction.

Under the Mauritius Financial Intelligence and Anti-Money Laundering Act 2002, if any financial institution or member of a relevant profession resident in Mauritius knows or suspects that another person is engaged in money laundering or in a suspicious transaction or is involved with terrorism or terrorist property and the information for that knowledge or suspicion came to their attention in the course of their business the person will be required to report such belief or suspicion to the relevant authorities. The authorities will have the authority and power to investigate on the origins/sources of the funds and, in the event of any money laundering offence or any suspicious transactions, legal measures may be taken by the competent authorities.

Additional Information

Prior to the consummation of the offering, the Fund will provide to each prospective Investor and such Investor’s representatives and advisors, if any, the opportunity to ask questions and receive answers concerning the terms and conditions of this offering and to obtain any additional information which the Fund may possess or can obtain without unreasonable effort or expense that is necessary to verify the accuracy of the information furnished to such prospective investor. Any such questions should be directed in writing to:

Sanlam Africa Fund Advisor:

ThomasR@scm.sanlam.co.za

GregoryC@properties.sanlam.co.za

ThomasS@properties.sanlam.co.za

PO Box 411420, Craighall, 2024

+27 11 778 6000

No other persons have been authorised to give information or to make any representations concerning this offering, and if given or made, such other information or representations must not be relied upon as having been authorised by the Fund.

Copies of the Founding Documents will be made available prior to closing.

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Appendix

CERTAIN TAX CONSIDERATIONS

The following is a general summary of certain tax considerations that a prospective investor in the Fund should consider. The summary below is based upon current law and administrative practice, which is subject to change, and does not address all of the tax considerations that may be relevant to a particular Investor in light of its own particular circumstances. An investment in the Fund will involve complex tax considerations. Accordingly, each prospective Investor is strongly urged to consult its own tax advisor concerning the tax implications of acquiring, holding and disposing of an investment in the Fund.

Certain Mauritian Tax Considerations

The Fund will be a Mauritius limited liability company and registered in Mauritius under the Mauritius Companies Act and will hold a Category 1 Global Business Licence pursuant to the Financial Services Act 2007.

The Fund will be tax resident in Mauritius. It is also anticipated that the Fund shall make an application to the Mauritius Revenue Authority for a Tax Residency Certificate to be certified as a resident of Mauritius. As a resident of entity in Mauritius, the Fund shall be entitled to the benefits under the various double taxation treaties.

As a Mauritian Tax Resident holding a Category 1 Global Business Licence Company, the Fund will be liable to tax under the Income Tax Act 1995, at a rate of 15%. However, the Fund will be entitled to a credit for foreign tax on its income which is not derived from Mauritius against the Mauritius tax computed by reference to the same income. If no written evidence is submitted to the Mauritius Revenue Authority of Income Tax sharing the amount of foreign tax charged on income derived by the Fund outside Mauritius, the amount of foreign tax shall be conclusively presumed to be equal to 80% of the Mauritius tax chargeable with respect to that income, which would reduce the rate of tax effectively to about 3%. If the foreign tax is at a rate greater than 15% the effective rate may be reduced further in certain circumstances. In addition: (i) profits and gains on the sale of securities are tax exempt in Mauritius and (ii) dividends paid by an entity holding a Category 1 Global Business Licence are tax exempt.

Certain South African Tax Considerations

South African residents are subject to tax on their world-wide income, irrespective of the source of the income. Non-residents are subject to South African income tax only on income derived from a South African source.

The Fund will be a resident of Mauritius, which implies that it will only be exposed to tax in South Africa to the extent that any income or gains could be regarded as being sourced in South Africa, unless the Fund was effectively managed in South Africa, which would make it resident in South Africa.

The effective management of the Fund will be determined with reference to the activities of the directors of the Fund, in particular how and where decisions are taken on behalf of the Fund and where they are implemented. Since the investments decisions and the actual investments of the Fund will all be made outside South Africa and the capital raised for such investments will be made available from Mauritius, the effective management will be outside South Africa.

The income or capital gains of a non-resident would only be exposed to tax if the asset disposed of was attributable to a permanent establishment in South Africa or if the income or gains were derived from immovable property or an interest in immovable property in South Africa.

The only activities in South Africa will be those of the Fund Advisor and the Investment Committee, which will both be acting in a mere advisory capacity and will have no authority to conclude contracts on behalf of the Fund. Therefore, such activities will not constitute a permanent establishment as defined in the ITA and in the double taxation agreement between South Africa and Mauritius (both definitions are based on the definition of the OECD Model Double Taxation Convention). Furthermore, even if such activities should constitute a permanent establishment, the assets of the Fund would not be attributable to such a permanent establishment.

Therefore, the income or gains of the Fund should not be exposed to tax in South Africa. If the Fund made distributions to South African resident Investors, the tax treatment of such distributions will depend on the nature of the distributions. If the distribution qua l i f i ed as a foreign dividend, it will be subject to tax, unless the recipient was entitled to a particular exemption. If the distribution constituted a redemption of the Class A Shares in the Fund, the gain would not qualify as a foreign dividend and may then be subject to capital gains tax depending on the personal tax position and profile of the Shareholder.

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Appendix

OFFERING LEGENDS

NOTICE TO RESIDENTS OF BRUNEI

This Memorandum is a private placement memorandum and, as such, it is not and shall not be construed as an offer to sell or an invitation or solicitation of an offer to buy and/or to subscribe for any Interests described therein to the public or any class or section thereof in Brunei Darussalam and is for information purposes only. This Memorandum, and any other document, circular, notice or other material issued in connection therewith shall not be distributed or redistributed, published or advertised, directly or indirectly, to and shall not be relied upon or used by the public or any member of the public in Brunei Darussalam. All offers, acceptances, subscriptions, sales, and allotments of the Interests or any part thereof shall be made outside Brunei Darussalam. This Memorandum and the Interests have not been delivered to, registered with, licensed or approved by the Authority designated under the Mutual Funds Order, 2001 or by any other government agency, or under any other law, in Brunei Darussalam.

NOTICE TO RESIDENTS OF CANADA

This Memorandum constitutes an offering of the Interests in those jurisdictions and to those persons where and to whom they may lawfully be offered for sale, and therein only by persons permitted to sell such securities. This Memorandum is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the Interests in Canada. No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon this Memorandum or the merits of the Interests, and any representation to the contrary is an offence.

Each Canadian purchaser who purchases Interests on a private placement basis pursuant to this Memorandum will be deemed to have represented to and agreed with the Fund that such purchaser:

(a) is entitled under applicable securities laws to purchase such Interests without the benefit of a prospectus qualified under such securities laws;

(b) is basing its investment decision solely on this Memorandum and not on any other information concerning the Fund or the offering;

(c) has reviewed the section below entitled “Canadian Resale Restrictions” and agrees not to sell the Interests except in accordance with any applicable Canadian resale restrictions;

(d) is resident in a province or territory of Canada;

(e) such purchaser is purchasing as principal and is an “accredited investor” within the meaning of Section 1.1 of National Instrument 45-106 – Prospectus and Registration Exemptions (“NI 45-106”) and is either purchasing Interests as principal for its own account, or is deemed to be purchasing the Interests as principal for its own account in accordance with applicable securities laws;

(f ) if the purchaser is an “accredited investor” in reliance on paragraph (m) of the definition of “accredited investor” in Section 1.1 of NI 45-106, the purchaser was not created or used solely to purchase or hold securities as an accredited investor under that paragraph (m); and

(g) if required by applicable securities laws, the purchaser will execute, deliver and file or assist the Fund in obtaining and filing such reports, undertakings and other documents relating to the purchase of the Interests by the purchaser as may be required by applicable securities law, any securities commission or other regulatory authority.

Canadian Resale Restrictions

The distribution of the Interests in Canada is being made only on a private placement basis exempt from the requirement that the Fund prepare and file a prospectus with the applicable securities regulatory authorities. The Fund is not a reporting issuer in any province or territory in Canada and its securities are not listed on any stock exchange in Canada and there is currently no public market for the Interests in Canada. The Fund currently has no intention of becoming a reporting issuer in Canada, filing a prospectus with any securities regulatory authority in Canada to qualify the resale of the Interests to the public, or listing its securities on any stock exchange in Canada. Accordingly, to be made in accordance with securities laws, any resale of the Interests in Canada must be made under available statutory exemptions from registration and prospectus requirements or under a discretionary exemption granted by the applicable Canadian securities regulatory authority. Canadian purchasers are advised to seek legal advice prior to any resale of the Interests.

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Enforcement of Legal Rights

The Fund is organized under the laws of Mauritius and the Fund Advisor is organized under the laws of South Africa. All of the directors and officers of the Fund and the Fund Advisor, as well as certain experts named in the Memorandum, are located outside of Canada and, as a result, it may not be possible for purchasers to effect service of process in Canada upon the Fund, the Fund Advisor or such persons. All or a substantial portion of the assets of the Fund, the Fund Advisor and such persons are located outside of Canada and, as a result, it may not be possible to satisfy a judgment against the Fund, the Fund Advisor or such persons in Canada or to enforce a judgment obtained in Canadian courts against the Fund, the Fund Advisor or such persons outside of Canada.

Language of Documents

Upon receipt of this document, the purchaser hereby confirms that he, she or it has expressly requested that all documents evidencing or relating in any way to the offer and/or sale of the Interests (including for greater certainty any purchase confirmation or any notice) be drawn up in the English language only. Par la réception de ce document, vous confirmez par les présentes que vous avez expressément exigé que tous les documents faisant foi ou se rapportant de quelque manière que ce soit à l’offre ou à la vente des valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d’achat ou tout avis) soient rédigés en anglais seulement.

Purchasers’ Rights

In certain circumstances, purchasers resident in the Province of Ontario are provided with a remedy for rescission or damages, or both, where an offering memorandum and any amendment to it contains a misrepresentation. A “misrepresentation” is an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make any statement not misleading or false in the light of the circumstances in which it was made. These remedies, or notice with respect thereto, must be exercised or delivered, as the case may be, by the purchaser within the time limits prescribed by the applicable securities legislation.

The following summary is subject to the express provisions of the applicable securities laws, regulations and rules, and reference is made thereto for the complete text of such provisions. Such provisions may contain limitations and statutory defences not described here on which the Fund and other applicable parties may rely. Purchasers resident in the Province of Ontario should refer to the applicable provisions of the securities legislation of that province for the particulars of these rights or consult with a legal adviser.

The rights of action described below are in addition to and without derogation from any other right or remedy available at law to the purchaser and are intended to correspond to the provisions of the relevant securities legislation and are subject to the defences contained therein.

The following is a summary of rights of rescission or damages, or both, available to purchasers resident in the Province of Canada.

Ontario Purchasers

Section 5.2 of Ontario Securities Commission Rule 45-501 provides that purchasers who have been delivered an offering memorandum in connection with a distribution of securities in reliance upon the “accredited investor” prospectus exemption in Section 2.3 of NI 45-106 have the rights referred to in Section 130.1 of the Securities Act (Ontario) (the “Ontario Act”). The Ontario Act provides such purchasers with a statutory right of action against the issuer of the securities for rescission or damages in the event that the offering memorandum and any amendment to it contains a misrepresentation.

Where an offering memorandum is delivered to a purchaser and contains a misrepresentation, the purchaser, without regard to whether the purchaser relied on the misrepresentation, will have a statutory right of action against the issuer for damages or for rescission; if the purchaser elects to exercise the right of rescission, the purchaser will have no right of action for damages against the issuer. No such action shall be commenced more than, in the case of an action for rescission, 180 days after the date of the transaction that gave rise to the cause of action, or, in the case of any action other than an action for rescission, the earlier of: (i) 180 days after the purchaser first had knowledge of the facts giving rise to the cause of action, or (ii) three years after the date of the transaction that gave rise to the cause of action.

The Ontario Act provides a number of limitations and defences to such actions, including the following:

• the issuer is not liable if it proves that the purchaser purchased the securities with knowledge of the misrepresentation;

• in an action for damages, the issuer shall not be liable for all or any portion of the damages that the issuer proves does not represent the depreciation in value of the securities as a result of the misrepresentation relied upon; and

• in no case shall the amount recoverable exceed the price at which the securities were offered. These rights are not available for a purchaser purchasing in reliance upon the “accredited investor” prospectus exemption in Section 2.3 of NI 45-106 that is:

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• a Canadian financial institution, meaning either:

– an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under Section 473(1) of that Act; or

– a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services corporation, or league that, in each case, is authorized by an enactment of Canada or a province or territory of Canada to carry on business in Canada or a territory in Canada;

• a Schedule III bank, meaning an authorized foreign bank named in Schedule III of the Bank Act (Canada);

• the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada); or

• a subsidiary of any person referred to in paragraphs (a), (b) or (c), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by the directors of the subsidiary.

Contractual Rights For Purchasers in British Columbia, Alberta and Quebec

Notwithstanding that the securities legislation of the provinces of British Columbia, Alberta and Quebec do not provide or require the Fund to provide to purchasers resident in those jurisdictions any rights of action in circumstances where this Memorandum or an amendment hereto contains a misrepresentation, the Fund hereby grants to such purchasers the contractual rights of actions equivalent to those set forth above with respect to purchasers resident in Ontario.

NOTICE TO RESIDENTS OF THE FEDER AL REPUBLIC OF GERMANY

Due to the collective and risk diversified investment into eligible assets and the approval as well as the supervision by the Mauritus Financial Service Commission as a Collective Investment Scheme the Fund should qualify as a collective investment scheme as defined in the German Investment Act from December 13th, 2003, at least amended by a bill as of December 22nd, 2011 (the Investmentgesetz “InvG”), Sect. 1 s. 2, Sect. 2 para. 8 and 9 InvG. Neither the Fund nor the Interests in the Fund (the “Interests”) has been authorised or otherwise approved by the German Federal Financial Services Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, the “BaFin”) and, as an unregulated scheme, it accordingly cannot be marketed in Germany to the general public, Sect. 1 N° 3 InvG, whereby pursuant to Sect. 2 para. 11 InvG marketed includes but is not limited to the public promotion, offer, sale, distribution or placement, any form of advertisement and any use of (mass) media with respect to the Interests and/or the Fund in or from Germany. Accordingly, the Interests may only be privately offered or placed with qualified investors as contemplated in Sect. 2 para. 11 s. 2 N°1 – N°8 InvG, i.e. persons reasonably believed by the Fund to be investment professionals - like banks, insurance companies or pension funds –, or pursuant to Sect. 2 N° 3 of the German Prospectus Act (Vermögensanlagegesetz, the “VermAnlG”) where the minimum volume of Interests is restricted, i.e. high net worth individuals or companies or unincorporated associations or sophisticated investors (all together the “Qualified Investors”). The contents of this confidential Memorandum have not been approved by an authorised person within the meaning of the GIA and an investment in the Fund may expose a person to a significant risk of losing all of the amount invested. Transmission of this confidential Memorandum to any other person in the Germany is unauthorised and may contravene the InvG. Any person who is in any doubt about the investment to which this confidential Memorandum relates should consult an authorised person specialising in advising on investments of the kind in question.

The European Alternative Investment Fund Managers Directive (the “AIFMD”) requires a transition into national law at least to July 22nd, 2013. A draft proposal of this transition act (Capital Investment Act, Kapitalanlagegesetzbuch, the “K AGB”) will stop any kind of private placement and limit real estate investment in form of an open ended fund to so called professional investors. The term open ended fund will be determined whether an Interest in a fund can be redeemed once within a calendar year or not (Sect. 1 para K AGB). The term professional investors will be limited pursuant to Sect. 1 para. K AGB to a certain group of investors which are in essence sufficiently educated and actively dealing in financial products, namely financial institutions, insurance companies but potentially excluding trusts, stichtings, family offices and high net worth individuals. However, the application of the new law is subject to some grandfathering rules. The current regime will still apply to those funds which have been fully marketed to the investors and have fully invested its capital raised before July 23rd, 2013. If the fund is not yet fully invested at this point in time it will be subject to a regulation light in an interim period (presumably 2015) and to the same standard regulation as a German or European fund, i.e. in particular a licence from the BaFin or another accepted homestate supervisory financial authority. Any further offering after July 22nd, 2013 cannot be made in form of a private placement, a public offering is required. Currently the Fund does not offer a redemption of the Interest once in a calendar year. Consequently, the fund as a real estate investment scheme can only be a public closed end fund. It is not yet decided whether for such a fund the current regulations under the German Investment Tax Act (Investmentsteuergesetz, the “ITA”) or the general income tax regulations like the German Income Tax Act (Einkommensteuergesetz, the “GITA”), the German Corporation Tax Act (Körperschaftsteuergesetz, the “GCTA”) or the Controlled Foreign Corporation Tax Act (Außensteuergesetz, the “GCFCTA”) will apply.

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NOTICE TO RESIDENTS OF GHANA

The offering of the Interests under this Memorandum does not constitute an invitation to the public in Ghana to acquire the Interests or any interest in them or in the Fund and should therefore not be construed as such. Accordingly, this Memorandum has not been approved by the Securities Exchange Commission of Ghana and will not be submitted for approval by the Securities and Exchange Commission of Ghana. The Interests will not be offered or sold on the Ghana Stock Exchange and therefore no application has been made to the Ghana Stock Exchange in respect of the Interests or any interest in them or in the Fund. Any distribution of this Memorandum in Ghana will be strictly by private placement to sophisticated institutional investors and high net worth individuals. This Memorandum shall not be distributed to the public or published in any media in Ghana.

NOTICE TO RESIDENTS OF HONG KONG

WARNING

The contents of this Memorandum have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offering. If you are in any doubt about any of the contents of this Memorandum, you should obtain independent professional advice. No action has been taken in Hong Kong to permit the distribution of this Memorandum. In particular, this Memorandum has not been approved by the Securities and Futures Commission in Hong Kong. This Memorandum is distributed on a confidential basis. No Interests in the Fund will be issued to any person other than the person to whom this Memorandum has been sent. No person in Hong Kong other than the person to whom this Memorandum has been addressed may treat the same as constituting an invitation to him to invest. This Memorandum may not be reproduced in any form or transmitted to any person other than the person to whom it is addressed. The Fund Advisor and its connected persons may share any fees they receive with intermediaries, agents or other persons introducing Investors or remunerate such persons out of their own resources.

NOTICE TO RESIDENTS OF THE KINGDOM OF BAHR AIN

No approval has been sought or received from the regulatory authorities of Bahrain for the sale of the interests in Bahrain since the interests are offered in Bahrain strictly on a private placement basis only.

NOTICE TO RESIDENTS OF KUWAIT

The Interests have not been authorised or licensed for offering, marketing or sale in the State of Kuwait pursuant to Law No. 31 of 1990 and the Ministerial Order No. 113 of 1992, governing the issue, offering and sale of securities, and as such shall not be offered or sold in the State of Kuwait, except in compliance with the above law and the ministerial order. No private or public offering of the Interests is being made in the State of Kuwait, and no agreement relating to the sale of such Interests will be concluded in the State of Kuwait. No marketing or solicitation or inducement activities are being used to offer or market such Interests in the State of Kuwait. Interested investors from the State of Kuwait who approach the Fund or the Fund Advisor realise this restriction, and that this offering and any related materials shall be subject to all applicable foreign laws and rules; therefore, they must not copy or distribute such materials to any other person.

NOTICE TO RESIDENTS OF LUXEMBOURG

The Fund has not obtained nor has it taken any steps in Luxembourg to obtain approval for a public offering of its shares. The Fund is consequently not registered with the Luxembourg supervisory authority. Class A Shares (which are the only class of shares available for distribution in Luxembourg) of this Fund are not publicly offered and are exclusively dedicated to a limited number of investors, targeted by the Fund. This material and the shares are solely for the attention of these particular investors and should not be distributed to other parties without the prior written approval of Sanlam Africa Fund Advisor Proprietary Limited and the Fund.

NOTICE TO RESIDENTS OF THE REPUBLIC OF MAURITIUS

The Fund is authorized as a Closed-End Fund which shall be subjected to the same conditions as are applicable to Professional Collective Investment Schemes in terms of the Securities (Collective Investment Schemes and Closed-end Funds) Regulations 2008 issued under the Securities Act 2005 (the “MSA”) by the Mauritius Financial Services Commission. However, the shares of the Company are not being offered to the public in Mauritius and are being offered only on a private placement basis. This Memorandum is not a prospectus within the meaning of the MSA and has not been registered under section 76 of the MSA nor has it received any acknowledgement of filing from the Financial Services Commission.

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NOTICE TO RESIDENTS OF THE STATE OF QATAR

In the State of Qatar, this Memorandum is given on an exclusive basis to the specifically intended recipient thereof, upon that person’s request and initiative, for personal use only and shall in no way be construed as a general offer for the sale of securities to the public or an attempt to do business, as a bank, an investment company, or otherwise in the State of Qatar. This Memorandum and the Interests have not been approved or licensed by the Qatar Central Bank or any other regulator within the State of Qatar. The information contained in this Memorandum shall only be shared with third parties in Qatar on a need to know basis for the purpose of evaluating the offering contained in this Memorandum. Any distribution of this Memorandum by the recipient to third parties in Qatar beyond the terms hereof is not authorised and shall be at the liability of such recipient.

NOTICE TO RESIDENTS OF SAUDI AR ABIA

No action has been or will be taken that would permit an offer of the Interests in the Kingdom of Saudi Arabia, or possession or distribution of any offering materials in relation thereto. The Interests may only be offered and sold in the Kingdom of Saudi Arabia in accordance with Investment Funds Regulation dated 3/12/1427 H corresponding to 24/12/2006 G.

NOTICE TO RESIDENTS OF SINGAPORE

This Memorandum has not been registered as a prospectus with the Monetary Authority of Singapore, and the Interests will be offered pursuant to exemptions under the Securities and Futures Act, Chapter 289 of Singapore (Securities and Futures Act). Accordingly, no person may offer or sell any Interests or cause the Interests to be made the subject of an invitation for subscription or purchase, or circulate or distribute the Memorandum or any document or material in connection with the offer or sale, or invitation for subscription or purchase, of any Interests, whether directly or indirectly, to any person in Singapore other than to an institutional investor pursuant to Section 274 of the Securities and Futures Act; to a relevant person under Section 275(1) of the Securities and Futures Act; or to any person pursuant to Section 275(1A) of the Securities and Futures Act; and in accordance with the conditions specified in Section 275 of the Securities and Futures Act; or otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the Securities and Futures Act. Each of the following persons specified in Section 275 of the Securities and Futures Act which has subscribed or purchased Interests, namely a person who is: a corporation (which is not an accredited investor (as defined in Section 4A of the Securities and Futures Act)), the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an individual who is an accredited investor, should note that interests, debentures and units of interests and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the Interests under Section 275 of the Securities and Futures Act except: to an institutional investor under Section 274 of the Securities and Futures Act or to a relevant person or to any person pursuant to Section 275(1) and Section 275(1A) of the Securities and Futures Act, respectively, and in accordance with the conditions specified in Section 275 of the Securities and Futures Act; where no consideration is or will be given for the transfer; or where the transfer is by operation of law; or pursuant to Section 276(7) of the Securities and Futures Act.

NOTICE TO RESIDENTS OF SOUTH AFRICA

This Memorandum is private and confidential and is intended solely for the use of the person to whom it is addressed. Any duplication or redistribution of this confidential Memorandum is prohibited. The recipient of this confidential Memorandum, by accepting delivery thereof, agrees not to distribute it or make it available to any third person and to return it and all related documents to the Fund Advisor if the recipient elects not to purchase any of the Interests, or at such earlier time as requested by The Fund Advisor. Any invitation contained in this Memorandum or related documents may not be ceded or transferred to any other person and, if not accepted, will lapse. This Memorandum and related documents do not and shall not be deemed to constitute an invitation to the public in South Africa to purchase Interests. Potential investors should consult, and must rely on, their own professional tax, legal and investment advisors as to matters concerning the Interests and their investment therein.

NOTICE TO RESIDENTS OF SWITZERLAND

For the purposes of the Swiss Collective Investment Schemes Act of June 23, 2006 (CISA), the Interests qualify as units of a foreign collective investment scheme as contemplated in terms of article 119 CISA. During the placement and thereafter, neither the Fund nor the Interests have been authorised for public promotion, offer, sale, distribution or placement in or from Switzerland by the Swiss Financial Market Supervisory Authority (FINMA), and no respective action has been taken or application been made under article 120 CISA and no such action or application must be expected to be taken or made.

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Accordingly, and based on article 3 of the Swiss Collective Investment Schemes Ordinance of November 22, 2006 (CISO), the Interests may only be privately offered and placed with qualified investors as contemplated in article 10 para 3 and 4 CISA and article 6 CISO (Qualified Investors). The Interests and/or the Fund must not be publicly promoted, offered, placed or distributed in or from Switzerland and no form of advertisement and no use of (mass) media with respect to the Interests and/or the Fund must be made within or from Switzerland. Neither this confidential Memorandum nor any other offering material relating to the placing or an investment in the Fund and/or the Interests must be made public in Switzerland or disclosed to anybody other than Qualified Investors.

NOTICE TO RESIDENTS OF THE UNITED AR AB EMIR ATES

By receiving this Memorandum, the recipient person or entity understands, acknowledges and agrees that this Memorandum, the offering, and the Interests have not been approved or licensed by the UAE Central Bank, the Dubai Financial Services Authority (“DFSA”) or any other relevant authority in the United Arab Emirates, and do not constitute a public offer of securities in the United Arab Emirates in accordance with the Federal Law No. 8 of 1984 concerning Commercial Companies (as amended), the Dubai International Financial Centre (“DIFC”) Markets Law 2004 or otherwise. For the purposes of the offering of the Interests, none of the Fund, the arrangers, and the Fund Advisor have received any authorisation or licensing from the UAE Central Bank, the DFSA or any other authority in the United Arab Emirates to market, offer or sell any Interests within the United Arab Emirates. This Memorandum is not intended to constitute an offer, sale or delivery of interests or other securities under the laws of the United Arab Emirates. The Interests have not been and will not be registered under the Federal Law No. 4 of 2000 Concerning the Emirates Securities and Commodities Authority with the Emirates Security and Commodity Exchange, or with the UAE Central Bank, the Dubai Financial Market, the Abu Dhabi Securities Market, the NASDAQ Dubai or with any other UAE exchange. Prospective investors in the DIFC should have regard to the specific notice to prospective investors in the DIFC set out below. No marketing of any financial products or services has been or will be made from within the United Arab Emirates and no subscription to any services, products or financial services may or will be consummated within the United Arab Emirates. None of the Fund, the arrangers, the Fund Advisor, and the underwriters is a licensed broker or dealer or investment advisor under the laws applicable in the United Arab Emirates, and do not advise individuals resident in the United Arab Emirates as to the appropriateness of investing in or purchasing or selling securities or transacting in other financial products. Nothing contained in this Memorandum is intended to constitute United Arab Emirates investment, legal, tax, accounting or other professional advice. This Memorandum is for information only and nothing in this Memorandum is intended to endorse or recommend a particular course of action. Prospective investors should consult with an appropriate professional for specific advice rendered on the basis of their situation. This Memorandum is strictly private and confidential and is being distributed to a limited number of investors and must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purpose. The Interests may not be offered or sold directly or indirectly to the public in the United Arab Emirates.

NOTICE TO RESIDENTS OF THE UNITED KINGDOM

The Fund is a collective investment scheme as defined in the Financial Services and Markets Act 2000 (the “UK Act”) of the United Kingdom (the “UK”). The Fund has not been authorised or otherwise approved by the Financial Services Authority and, as an unregulated scheme, it accordingly cannot be marketed in the UK to the general public. This confidential Memorandum is being issued in the UK only to persons reasonably believed by the Fund to be either investment professionals or high net worth individuals or companies or unincorporated associations or sophisticated investors within the meaning respectively of paragraph (5) of article 19, paragraph (2) of article 48, paragraph (2) of article 49 and paragraph (1) of articles 50 or 50A of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (SI 2005/1529) and no other person should act on it. The contents of this confidential Memorandum have not been approved by an authorised person within the meaning of the UK Act and an investment in the Fund may expose a person to a significant risk of losing all of the amount invested. Transmission of this confidential Memorandum to any other person in the UK is unauthorised and may contravene the UK Act. Any person who is in any doubt about the investment to which this confidential Memorandum relates should consult an authorised person specialising in advising on investments of the kind in question.

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Appendix 4

COUNTRIES OF INITIAL FOCUS

Sanlam’s Focus for SSA

Sanlam’s economics team did comprehensive studies in 2006 and 2011 on which African markets present the greatest opportunity. Key input factors include:

• Potential market (GDP, total employed, top 20% per capita, gross savings pool)

• Potential growth (GDP growth, HFCE growth, population growth)

• Market accessibility (Urbanisation, mobile subscribers per 100 people)

• Business environment (Auditing/accounting standards score, f lexibility of wage determination, etc)

The following countries were excluded due to excessive political risk:

• Somalia

• Sudan

• Democratic Republic of Congo (DRC)

• Niger

• Ethiopia

• Ivory Coast

• Sierra Leone

The top markets in SSA were identified to be:

• Angola

• Botswana

• Ghana

• Kenya

• Malawi

• Mauritius

• Mozambique

• Nigeria

• Tanzania

• Uganda

• Zambia

• Zimbabwe

The countries mandated for investment by the Fund are listed in the Investment Charter.

Some of the most compelling opportunities currently exist in Ghana, Nigeria, Tanzania, Kenya, Zambia Mozambique, Uganda and Mauritius:

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GHANA

Ghana has benefitted from a decade of strong economic performance and political stability. Ghana’s political risk is regarded as stable with a B+ rating. Economic growth has been driven by gold and coal production as well as strong expansion within the services industry. Recent oil discoveries and the commencement of production have added to the positive outlook for Ghana which is already attracting some of the highest levels of foreign direct investment on the continent. Fixed capital formation and government infrastructure spending remains strong with GDP growth forecast at 8.5% for 2013. Per capita GDP and consumer spending are rising rapidly, with few quality retail outlets in existence. A-grade office space remains scarce, particularly as many multinationals are using the capital, Accra, as a West African hub.

NIGERIA

Nigeria is the 8th highest oil exporter globally and the second largest economy in Africa after South Africa. Nigeria is Africa’s most populous country with its approximately 155 million people accounting for about 47% of West Africa’s population. Lagos in the south is not only one of the largest cities in Africa, but also in the world – with an estimated population of about 16 million. In addition, at least eight other Nigerian cities have a population of one million or more. Nigeria’s retail sector is currently undergoing a transformation with international supermarket brands entering the country, new malls that will be constructed and the conversion of informal markets into more modern facilities. Up to now, world-class formal retail developments have remained relatively new to Nigeria. Strong population growth, combined with the increasing urbanisation and formalisation of the economy, as well as the emergence of a middle class, are fuelling growth in wholesale and retail trade. Furthermore, we expect private consumption to continue to be supported by an overall positive outlook for Nigeria’s economic prospects. Political risk has risen since 2011 but clashes have remained contained to certain regions in the North of the country.

TANZANIA

GDP growth rates dipped somewhat post the 2008/2009 slowdown but are expected to return to 7%+ in 2013. Inf lation remains somewhat high at 12%, driven largely by food price increases. The mining sector continues to attract strong FDI f lows. Political risk has been deemed as being low for the past 15 years. Tanzania’s population of 42 million remains poor by global standards but consumer spending is rising rapidly off a very low base. Quality office space in the capital, Dar es Salaam, remains limited with demand far exceeding supply.

KENYA

Kenya plays a central role in East Africa as the largest economy and a gateway into the region. The economy experienced a challenging period in 2007-09, with a number of shocks hitting the economy including; the 2008 post -election crisis, devastating major drought, and the lingering effects of the global financial crisis. However, the medium- to long-term picture remains positive, driven by improved numbers of tourists, greater agricultural output and a growing regional financial hub. GDP growth is forecast to return to 5.4% in 2013.

ZAMBIA

Zambia has a stable political outlook although risks have increased somewhat due to populist policies being adopted by the newly-formed government. Economic growth has been robust for the past 12 years, largely due to increase in copper, cobalt, zinc and coal production as well as agricultural output, tourism and manufacturing. GDP growth rates remain above 7.5% and inf lation has been contained to close to the central bank’s target level of 7%. Per capita income has risen strongly to an average of $1,536 per annum and is driving consumption expendi ture.

MOZAMBIQUE

Mozambique continues to enjoy a stable political outlook and strong support from international donors. GDP growth was 8th highest in the world from 2001 to 2010 and is projected to rise to 4th by 2015. Exports of gas, coal, food and electricity have been driving GDP growth, supported by a thriving services sector. Mozambique has vast untapped natural resources and arable land which are the foundation for the country’s growth prospects. Household income remains relatively low but is rising at a rapid pace, presenting opportunities in the retail space.

UGANDA

Economic growth slowed somewhat in Uganda during 2010 and 2011 due to lower fiscal spending and tighter monetary policy necessitated by high inf lation levels. The 2013 outlook is much improved however as monetary conditions become more accommodating. The discovery of oil will contribute to rising FDI levels and improved medium-term growth levels. Political risk is moderate but remains stable.

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MAURITIUS

Mauritius’s population is among the smallest on the continent, while its population density is the highest at over 500 people per square kilometre. The island receives close to a million tourists each year, which significantly raises the effective size of its consumer market. The country’s financial markets are well developed, and due to low tax rates and a favourable business environment, the country can be used as a base from which to expand operations into Africa, despite its relative isolation. In addition, Mauritius is one of the most prosperous nations in Africa, with a GDP/capita of close to $10,000. A survey by the World Bank indicates that the market structure of Mauritius’s retail sector is competitive as foreigners are allowed to own 100% of retail companies. The country’s retail market is also reasonably well developed, with activities centred around the capital and largest city, Port Louis.

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