THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR …...3 ACTION REQUIRED BY SHAREHOLDERS This Circular...

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

The defi nitions and interpretations commencing on page 5 of this Circular apply throughout this document, including the cover page.

ACTION REQUIRED

If you are in any doubt as to the action you should take, please consult your CSDP, banker, broker, attorney, accountant or other professional advisor immediately.

All Shareholders

If you have disposed of all or any of your Shares, please forward this document together with the attached notice of General Meeting and form of proxy to the purchaser of such Shares or the broker, CSDP, banker or agent through whom you disposed of such Shares.

Certifi cated Shareholders and Dematerialised Shareholders with “own name” registration

If you are a Certifi cated Shareholder or have dematerialised your Shares with “own name” registration and you are unable to attend the General Meeting of Shareholders to be held at 14:00 on Wednesday, 14 October 2015 in the 2nd Floor Executive Boardroom, Investec Bank Limited, 100 Grayston Drive, Sandown, Sandton, 2196 and wish to be represented thereat, you must complete the attached form of proxy in accordance with the instructions contained therein and are requested to lodge it with, or post it to, the Transfer Secretaries so as to be received by them no later than 14:00 on Monday, 12 October 2015 (or alternatively to be handed to the chairperson of the General Meeting prior to its commencement).

Dematerialised Shareholders other than those with “own name” registration

If you hold Dematerialised Shares through a CSDP or broker other than with “own name” registration, you must timeously advise your CSDP or broker of your intention to attend and vote at the General Meeting in order for your CSDP or broker to provide you with the necessary letter of representation to do so.

Alternatively, should you not wish to attend the General Meeting in person, but wish to be represented thereat, you must timeously provide your CSDP or broker with your voting instruction in order for the CSDP or broker to vote in accordance with your instruction at the General Meeting.

INVESTEC PROPERTY FUND LIMITED(Incorporated in the Republic of South Africa)

(Registration number 2008/011366/06)Share code: IPF ISIN: ZAE000180915

CIRCULAR TO INVESTEC PROPERTY FUND SHAREHOLDERSrelating to:

• the proposed acquisition of the Zenprop Portfolio from the Sellers for a purchase consideration of R7.06 billion which constitutes a Category 1 transaction for Investec Property Fund in terms of the Listings Requirements; and

• authority to issue Shares in terms of section 41(3) of the Act, the Listings Requirements and Investec Property Fund’s Memorandum of Incorporation;

and enclosing:

• Revised Listing Particulars in respect of the Fund;

• a notice convening a General Meeting of Investec Property Fund Shareholders; and

• a form of proxy to vote at the General Meeting (for use by Certificated Shareholders and Dematerialised Shareholders with “own name” registration only).

Investment Bank and Sponsor Legal AdvisorIndependent Reporting Accountant and Auditor

Independent Valuers Competition law advisor

Date of issue: 11 September 2015

Copies of this Circular are available in English only and may be obtained during normal business hours between 11 September 2015 and 14 October 2015 from the registered offi ce of Investec Property Fund and the offi ces of the Investment Bank and Sponsor and the Transfer Secretaries, the addresses of which are set out in the “Corporate information” section of this Circular. Copies of this Circular are also available on the Fund’s website www.investecpropertyfund.co.za.

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CORPORATE INFORMATION

Directors of the Fund

S Hackner (Chairman)∆

SR Leon (Non-executive deputy chairman)∆

NP Riley (Chief Executive Offi cer)AR Wooler (Chief Financial Offi cer)GR Rosenthal (Lead Independent Non-Executive Director)#

LLM Giuricich∆

S Mahomed#

CM Mashaba#

MM Ngoasheng#

KL Shuenyane#

∆ Non-Executive.# Independent Non-Executive.

Fund secretary Registered office and postal address of the Fund

Investec Bank Limited c/o Fund Secretarial, Investec Limitedc/o Fund Secretarial, Investec Limited 100 Grayston Drive100 Grayston Drive SandownSandown SandtonSandton 21962196 (PO Box 785700, Sandton, 2146)(PO Box 785700, Sandton, 2146)

Place of incorporation: South Africa

Date of incorporation: 7 May 2008 Independent Valuers

Mills Fitchet Magnus Penny Investment Bank and Sponsor T/A Magnus Penny Associates cc

The Corporate Finance division of Investec Bank Limited Suite 303, 3rd Floor2nd Floor Newspaper House100 Grayston Drive 122 St George’s MallSandown Cape Town City CentreSandton Cape Town2196 8000(PO Box 785700, Sandton, 2146) (PO Box 4442, Cape Town, 8000)

Attorneys Transfer SecretariesFluxmans Inc Computershare Investor Services Proprietary Limited11 Biermann Avenue 70 Marshall StreetRosebank JohannesburgJohannesburg 20012196 (PO Box 61051, Marshalltown, 2107)(Private Bag X41, Saxonwold, 2132)

Reporting Accountants Registered office and postal address of ZenpropErnst & Young Inc. 6th Floor102 Rivonia Road 4 Sandown Valley CrescentSandton Sandton2196 2146( Private Bag X14, Sandton, 2146) (PO Box 786739, Sandton, 2146)

Place of incorporation: South Africa Date of incorporation: 1998

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TABLE OF CONTENTS

Page

Corporate information 1

Action required by Shareholders 3

Salient dates and times 4

Defi nitions and interpretations 5

Circular to Investec Property Fund Shareholders

1. Introduction and rationale 9

2. Purpose of this Circular 10

3. The Acquisition 11

4. Financial information 21

5. Capital structure 22

6. Major Shareholders 22

7. Irrevocable commitments and letters of support 23

8. Background and overview of the Investec Property Fund 23

9. Directors 28

10. General 29

11. Acquisitions 30

12. Opinions and recommendations 30

13. Expenses 30

14. Experts’ consents 31

15. General Meeting 31

16. Information incorporated by reference 31

17. Documents available for inspection 33

Revised Listing Particulars prepared in terms of the Listings Requirements 34

Annexure 1 Consolidated forecast fi nancial information of the Zenprop Portfolio for the fi ve months ending 31 March 2016 and the further twelve-month s end ed 31 March 201 7 58

Annexure 2 Independent Reporting Accountants’ Limited Assurance Report on the consolidated forecast information of the Zenprop Portfolio being acquired by Investec Property Fund 59

Annexure 3 Pro forma fi nancial effects of the Acquisition on the statement of fi nancial position of the Fund 6 2

Annexure 4 Independent Reporting Accountants’ Limited Assurance Report on the consolidated pro forma statement of fi nancial position of Investec Property Fund in respect of the Acquisition 6 5

Annexure 5 Independent Reporting Accountants’ review opinion on the existence and valuation of the Zenprop Portfolio of properties to be acquired by Investec Property Fund 6 7

Annexure 6 Independent Valuer’s abridged valuation report on the Zenprop Portfolio 7 0

Annexure 7 Details of vendors 79

Notice of General Meeting of Shareholders 8 1

Form of proxy (for use by certifi cated and “own name” Dematerialised Shareholders only) Attached

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ACTION REQUIRED BY SHAREHOLDERS

This Circular is important and requires your immediate attention. Please take careful note of the following:

If you are in any doubt as to what action to take in relation to this Circular, please consult your CSDP, broker, banker, accountant, attorney or other professional advisor immediately.

This Circular contains information relating to the Acquisition. You should read this Circular carefully and decide how you wish to vote on the resolutions to be proposed at the General Meeting.

If you have disposed of all of your Shares, please hand this Circular to the purchaser of such Shares or the CSDP, broker, banker or other agent through whom you disposed of your Shares.

GENERAL MEETING

The General Meeting convened in terms of the notice to Shareholders, which is attached to and forms part of this Circular, will be held in the 2nd Floor Executive Boardroom, Investec Bank Limited, 100 Grayston Drive, Sandown, Sandton, on Wednesday, 14 October 2015 commencing at 14:00.

IF YOU HOLD CERTIFICATED SHARES OR YOU HAVE DEMATERIALISED YOUR SHARES WITH “OWN NAME” REGISTRATION:

1. VOTING AND ATTENDANCE AT THE GENERAL MEETING

1.1 You may attend and vote at the General Meeting in person.

1.2 If you are unable to attend the General Meeting, but wish to be represented thereat, you may appoint a proxy to represent you by completing the attached form of proxy in accordance with the instructions contained therein.

1.3 In order to ensure validity, duly completed forms of proxy are requested to be returned to the Transfer Secretaries, to be received by no later than 14:00 on Monday, 12 October 2015 (or alternatively to be handed to the chairperson of the General Meeting prior to its commencement).

Should you wish to Dematerialise your Shares, please contact your CSDP or broker.

IF YOU HAVE DEMATERIALISED YOUR SHARES WITHOUT “OWN NAME” REGISTRATION:

1. VOTING AT THE GENERAL MEETING

1.1 You should contact your CSDP or broker prior to the date of the General Meeting in accordance with the cut-off date and time stipulated by the CSDP or broker, and advise them as to how you wish to cast your vote at the General Meeting and thereafter instruct them to cast your vote in accordance with your instructions.

1.2 If your CSDP or broker does not obtain voting instructions from you, they will be obliged to vote in accordance with the instructions contained in the agreement concluded between you and your CSDP or broker.

1.3 You must NOT complete the attached form of proxy.

2. ATTENDANCE AT THE GENERAL MEETING

2.1 In accordance with the agreement between you and your CSDP or broker, you must advise your CSDP or broker if you wish to attend the General Meeting in person, or if you wish to appoint a representative to represent you at the General Meeting. Your CSDP or broker will issue the necessary letter of representation for you or your proxy to attend the General Meeting.

Investec Property Fund does not accept any responsibility and will not be held liable for any failure on the part of the CSDP or broker (as the case may be) of a Dematerialised Shareholder to notify such Dematerialised Shareholder of the details of this Circular.

4

SALIENT DATES AND TIMES

2015

Record date to receive notice of General Meeting Friday, 4 SeptemberCircular, notice of General Meeting and form of proxy posted to Shareholders on Friday, 11 SeptemberLast day to trade to be eligible to vote at the General Meeting Friday, 2 OctoberRecord date to be eligible to attend and vote at the General Meeting Friday, 9 OctoberLast day to lodge forms of proxies in respect of the General Meeting by 14:00 on Monday, 12 OctoberGeneral Meeting of Shareholders to be held at 14:00 on Wednesday, 14 OctoberResults of General Meeting published on SENS on Wednesday, 14 October

Notes:

1. All times referred to in the announcement are local times in South Africa and are subject to amendment. Any such amendment will be released on SENS.

2. Dematerialised Shareholders, other than those with “own name” registration, must inform their CSDP or broker of their intention to attend the General Meeting in order for such CSDP or broker to be able to issue them with the necessary letters of representation to enable them to attend such meeting. Alternatively, should they not wish to attend the General Meeting, they should provide their CSDP or broker with their voting instructions. This must be affected in terms of the agreement entered into between the Shareholder and the CSDP or broker.

3. To be valid, the completed forms of proxy must be lodged with the Transfer Secretaries of the Fund, Computershare Investor Services Proprietary Limited at 70 Marshall Street, Johannesburg, 2001, (PO Box 61051, Marshalltown, 2107), South Africa on or before 14:00 on Monday, 12 October 2015 being at least 48 hours (excluding Saturdays and Sundays and public holidays in South Africa) before the time appointed for the holding of the General Meeting. Any forms of proxy not received by this time must be handed to the chairperson of the General Meeting immediately prior to the General Meeting.

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DEFINITIONS AND INTERPRETATIONS

In this Circular, unless otherwise stated or the context so requires, the words in the fi rst column have the meanings stated opposite them in the second column, words in the singular shall include the plural and vice versa, words denoting one gender include the others and expressions denoting natural persons include juristic persons and associations of persons:

“Acquisition” the acquisition by the Fund of the properties and letting enterprises comprising the Zenprop Portfolio, as detailed in this Circular;

“Acquisition Agreement” collectively refers to the acquisition agreement between the Fund and trustees of the Avin Lieberman Trust, trustees of the Fynbos Trust, trustees of the Gingko Trust and the Sellers, including any annexures and addendums thereto, regarding the acquisition of the Zenprop Portfolio, a copy of which is available for inspection by Shareholders as per paragraph 17 below;

“Act” the Companies Act, No. 71 of 2008, as amended;

“Agterskot Payment” the additional payment as a result of an increase in the Purchase Consideration, as set out in paragraph 3.3.2;

“ Asset Management and Property Management Agreement”

the agreement entered into between the Fund and the Manager on 4 March 2011 in terms of which the manager is appointed to provide asset management services and property management services to the Fund;

“Avin Lieberman Trust” the Avin Lieberman Trust (IT 120 4/99), a trust duly registered in accordance with the laws of South Africa;

“Board” the board of Directors of the Fund as constituted from time to time;

“Cash Consideration” R6. 06 billion of the Purchase Consideration to be settled in cash as detailed in paragraph 1.3;

“Certificated Shares” Shares which have not yet been Dematerialised, title to which is represented by a Share certificate or other document of title acceptable to the Board;

“Certificated Shareholder” Shareholders who have not Dematerialised their Share certificates in the Fund in terms of Strate and hold Certificated Shares;

“Circular” all the documents contained in this bound document, dated 11 September 2015, including the circular to Shareholders and the annexures thereto, a notice of General Meeting and a form of proxy;

“Clean Price” traded price of an Investec Property Fund Share, or Investec Australia Property Fund share, as the case may be, excluding the accrued distribution per share for the applicable distribution period;

“CSDP” Central Securities Depository Participant;

“Dematerialise” or “Dematerialisation” the process whereby Certificated Shares are replaced by electronic records of ownership under Strate and recorded in the sub-register of Shareholders maintained by a CSDP or broker;

“Dematerialised Shares” Shares which have been incorporated into the Strate system and which are no longer evidenced by Share certificates, certified transfer deeds, balance receipts or any other documents of title to Certificated Shares acceptable to the Board;

“Dematerialised Shareholders” Shareholders who hold Dematerialised Shares;

“Directors” the directors of the Fund at the Last Practicable Date, as listed on the inside cover of this Circular;

“Double Flash” Double Flash Investments 51 Proprietary Limited (Registration number 2001/025168/07), a company registered and incorporated with limited liability in accordance with the company laws of South Africa;

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“Effective Date” in respect of the acquisition of the shares of, and loan claims in, Friedshelf and Double Flash, the first day of the month following the fulfillment of the condition precedent set out in paragraph 3.4 ; and in respect of the acquisition of the remainder of the Zenprop Portfolio, the date of transfer of the properties and letting enterprises;

“Friedshelf” Friedshelf 113 Proprietary Limited (Registration number 2000/028961/07), a private company registered and incorporated with limited liability in accordance with the company laws of South Africa. The shareholders of Friedshelf are detailed in Annexure 7 of this Circular;

“Fynbos Trust” the Fynbos Trust (Master’s reference number IT3918/91), a trust duly registered in accordance with the laws of South Africa;

“General Meeting” the general meeting of Shareholders to be held at 14:00 on Wednesday, 14 October 2015 in the 2nd Floor Executive Boardroom, Investec Bank Limited, 100 Grayston Drive, Sandown, Sandton, 2196, to consider, and if deemed fit, approve the resolutions contained in the notice of general meeting of Shareholders attached to this Circular;

“Gingko Trust” the Gingko Trust (Master’s reference number IT1231/99), a trust duly registered in accordance with the laws of South Africa;

“GLA” gross lettable area;

“Griffin Holdings” Griffin Holdings Proprietary Limited (Registration number 1999/003082/07), a private company registered and incorporated with limited liability in accordance with the company laws of South Africa . The shareholders which hold the Griffin properties acquired by the Fund, are detailed in Annexure 7 of this Circular;

“Group” in relation to a company (wherever incorporated), that company, any company of which it is a subsidiary (being its holding company) and any other subsidiaries of any such holding company and each company in a Group is a member of the Group.

Unless the context otherwise requires, the application of the definition of Group to any company at any time will apply to the company as it is at that time;

“IAPF Consideration Shares” IAPF shares to the value of R0.2 billion to be transferred to the Sellers at a Clean Price of R11.58 (ex dividend) in part settlement of the Purchase Consideration;

“IFRS” International Financial Reporting Standards;

“Independent Valuer” Mills Fitchet Magnus Penny Proprietary Limited (Registration number 1996/004736/07), a private company incorporated in South Africa and an independent registered valuer as defined in Section 13 of the Listings Requirements, who has been approved by the JSE to perform the independent valuations;

“Interim Period” the period of time between the Signature Date and the Effective Date;

“Investec” Investec Limited (Registration number 1925/002833/06), a public company registered and incorporated in accordance with the company laws of South Africa, and all its subsidiaries and associates;

“Investec Property” Investec Property Proprietary Limited (Registration number 1947/025753/07), a private company incorporated in accordance with the company laws of South Africa and an indirect wholly-owned subsidiary of Investec Limited;

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“Investec Australia Property Fund” or “IAPF”

Investec Australia Property Fund Limited (ARSN 162 067 736), duly registered as a managed investment scheme that has been registered by the Australian Securities and Investments Commission as a managed investment scheme under chapter 5C of the Corporations Act and is also recognised as a foreign Collective Investment Scheme and authorised to solicit investments in IAPF from members of the public in South Africa in terms of Section 65 of the Collective Investment Schemes Control Act 45 of 2002, as amended;

“Investec Property Fund”, “IPF” or “the Fund”

Investec Property Fund Limited (Registration number 2008/011366/06), a public company duly registered and incorporated in accordance with the company laws of South Africa, which is listed on the JSE as a Real Estate Investment Trust;

“Investment Bank” Investec Corporate Finance, a division of Investec Bank Limited;

“IPF Annual Report” the annual report published by the Fund for the year ended 31 March 2015, which is available on the Fund’s website www.investecpropertyfund.com;

“IPF Consideration Shares” Shares to the value of R0.8 billion to be issued to the Sellers at a Clean Price of R16.51 (ex dividend) in part settlement of the Purchase Consideration;

“JSE” JSE Limited (Registration number 2005/022939/06), a public company incorporated in South Africa and a licensed stock exchange in accordance with the Financial Markets Act;

“Last Practicable Date” Friday, 4 September 2015, being the last practicable date prior to the finalisation of this Circular;

“Listings Requirements” the Listings Requirements of the JSE;

“LTV” loan to value, being equal to loans divided by carrying value of properties plus listed investments;

“Manager” Investec Property, which is appointed by the Fund in terms of the Asset Management and Property Management Agreement to act as the asset manager of the Fund;

“Memorandum of Incorporation” the Memorandum of Incorporation of Investec Property Fund;

“Property Portfolio” the combined property portfolio of Investec Property Fund pursuant to the Acquisition and the properties acquired from Griff in Holdings ;

“Pre-listing Statement” the pre-listing statement of the Fund, dated Friday, 18 March 2011, including all annexures thereto, which was issued on the listing of the Fund;

“Purchase Consideration” the purchase consideration under the Acquisition Agreement for the Zenprop Portfolio amounting to R7.06 billion, excluding acquisition and transaction costs;

“Reporting Accountants” Ernst & Young Inc (Registration number 2005/002308/21) a private company incorporated in accordance with the company laws of South Africa;

“Revised Listing Particulars” the statement required to be issued by the Fund in terms of the Listings Requirements, detailing updated listing particulars for the Fund, which is issued with this Circular;

“Rights Offer” the fully committed, renounceable, pro rata rights offer for an amount of approximately R2. 57 billion at a clean rights offer price of R15.00 per Share (ex dividend);

“Sellers” collectively, the trustees of the Erf 3144 U mhlanga Rocks Property Trust, Newcastle Property Trust, Truzen 102 Trust, Truzen 12 Trust, Truzen 20 Trust, Truzen 26 Trust, Truzen 28 Trust, Truzen 34 Trust, Truzen 56 Trust, Truzen 59 Trust, Truzen 62 Trust, Zevenwacht Village Centre Property Trust, as well as Zenprop and the shareholders of Double Flash and Friedshelf;

“SENS” Stock Exchange News Service;

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“Share” issued ordinary shares of no par value, created, allotted and issued by the Fund in terms of the Memorandum of Incorporation;

“Share Consideration” R1 billion of the Purchase Consideration to be settled through the issue of the IPF Consideration Shares and the transfer of the IAPF Consideration Shares;

“Shareholder” the holders of Shares, including Certificated and Dematerialised Shareholders;

“Signature Date” the date of signature of the Acquisition Agreement;

“South Africa” the Republic of South Africa;

“Strate” Strate Proprietary Limited (Registration number 1998/022242/07), a limited liability private company duly incorporated in accordance with the company laws of South Africa, which is a registered central securities depository in terms of the Custody and Administration of Securities Act (Act 85 of 1992), as amended;

“Transfer Secretaries” Computershare Investor Services Proprietary Limited (Registration number 2004/003647/07) with its address at Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107);

“VAT” Value-Added Taxation in terms of the Value-Added Tax Act, 89 of 1991;

“VWAP” volume weighted average price;

“WALE” weighted average lease expiry;

“Zenprop” Zenprop Property Holdings Proprietary Limited (Registration number 1998/004157/07), a private company incorporated in accordance with the company laws of South Africa; and

“Zenprop Portfolio” collectively the 26 properties and letting enterprises acquired by Investec Property Fund in terms of the Acquisition Agreement from Zenprop, as described in paragraph 3.2.

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DirectorsS Hackner (Chairman)∆



LLM Giuricich∆

S Mahomed#

CM Mashaba#

MM Ngoasheng#

KL Shuenyane#

∆ Non-Executive# Independent Non-Executive

CIRCULAR TO INVESTEC PROPERTY FUND SHAREHOLDERS

1. INTRODUCTION AND RATIONALE

1.1 Introduction

Shareholders are referred to the announcement released by Investec Property Fund on SENS on 11 August 2015 regarding the agreement entered into with the Sellers for the acquisition of the Zenprop Portfolio for an aggregate acquisition value of R7.06 billion at a blended yield of 7.5%.

The Acquisition will be implemented by means of:

• the purchase of 100% of the shares of, and loan claims in, Friedshelf for the properites referred to as Nicol Grove and Design Quarter;

• the purchase of 100% of the shares of, and loan claims in, Double Flash for the property referred to as Nicol Grove – Seacom; and

• the purchase of letting enterprises for the remainder of the Zenprop Portfolio.

The effective date of the acquisition of the shares of, and loan claims in, Friedshelf and Double Flash will be the first day of the month following the fulfil ment of the condition precedent set out in paragraph 3.4. It is envisaged that there will be no transfer of properties held by Friedshelf and Double Flash to the name of IPF as the said companies will become the wholly owned subsidiaries of IPF, while the effective date for the acquisition of the remainder of the Zenprop Portfolio will be the date of transfer of the properties.

1.2 Rationale

The Acquisition presents an opportunity for the Fund to acquire an iconic property portfolio that is unique in terms of location, quality and scale, underpinned by high quality tenants with strong lease covenants.

The Acquisition is consistent with the Fund’s growth and investment strategy of building a quality portfolio that optimises capital and income returns over the medium to long-term for Shareholders.

The majority of office and industrial properties are single-tenanted with triple net leases, and have long expiry profiles, which will complement and augment the Fund’s existing expiry profile. All of the above will add to the quality, defensiveness and income predictability of the Fund.

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The portfolio has contractual above-inflation escalations of 7.6%, a 4.9-year WALE, and minimal vacancies (0.5% after taking into account the rental guarantees referred to in paragraph 3.3.3 below).

The Acquisition adds significant scale and diversity to the Fund’s existing portfolio, resulting in an increase in asset base from approximately R9.5 billion (post the Griffin acquisition referred to in paragraph 10.1 below) to R16.4 billion, and introduces a high quality portfolio of income producing properties into the Fund’s asset base that further enhances the real estate fundamentals of the Fund’s existing portfolio. Although dilutive to the Funds growth in the short term, the inclusion of the Zenprop Portfolio enhances the quality of the Fund’s existing portfolio and is expected to result in enhanced returns over the medium to long term.

1.3 Funding of the Acquisition

The purchase consideration amounts to R7.06 billion which will be settled as follows:

• R0.80 billion will be settled through the issue of 48,455,482 IPF Consideration Shares to the Sellers or nominated beneficiaries of the Sellers at a Clean Price of R16.51 per Share (ex dividend), being the clean 30-day VWAP of Investec Property Fund Shares up to and including 6 August 2015 ;

• R0.20 billion will be settled through the transfer to the Sellers or nominated beneficiaries of the Sellers of 17,271,157 Investec Australia Property Fund shares owned by the Fund at a Clean Price of R11.58 (ex dividend) per IAPF share calculated with reference to the 30-day VWAP of IAPF shares as at 6 August 2015; and

• the remaining R6.06 billion, together with estimated transaction costs of R70 .6 million will be settled in cash, and will be funded through a combination of debt and equity:

• Debt:

The Fund will raise gearing on the Zenprop Portfolio of approximately 50% of the Purchase Consideration which equates to gearing of R3.57 billion. Following the Acquisition, the Fund will have a LTV of approximately 35%. The new debt funding will be obtained from either the banks and/or the debt capital markets, both of which have shown strong support for the Fund since listing.

• Equity

The Fund intends to undertake the fully committed Rights Offer of approximately R2.57 billion to part fund the Acquisition at an ex dividend Rights Offer price of R15.00, which represents a 9.1% discount to the 30-day VWAP up to and including 6 August 2015.

As detailed in paragraph 7 below, Shareholders representing approximately 6 5.6% and 69.6% of the Fund’s Shareholders have committed or indicated support to vote in favour of the Acquisition and the Rights Offer and to follow their rights in the Rights Offer respectively in terms of irrevocable undertakings or letters of support. As a result, approximately R1. 79 billion of the Rights Offer is covered by commitments or indications of support, and accordingly, the remaining equity to be raised in the Rights Offer is approximately R0. 78 billion.

• If the Rights Offer is not fully subscribed, any shortfall will be taken up by Zenprop through an increase in the Share Consideration to the extent of the shortfall which will be settled by the issue of Investec Property Fund Shares at the ex dividend Rights Offer price of R15.00 per share.

The implementation of the Rights Offer is subject to the condition precedent that all the necessary resolutions to implement the Acquisition and the authority to issue Shares in terms of the Rights Offer are passed at the General Meeting. An announcement of the detailed terms of the Rights Offer and a Rights Offer document will be posted to Shareholders in due course after the General Meeting.

2. PURPOSE OF THIS CIRCULAR

The purpose of this Circular is to provide Shareholders with the requisite information relating to the Acquisition, and to convene a General Meeting of Shareholders to consider and approve the aforementioned acquisition and the authority to issue Shares, in terms of the notice of General Meeting attached to this Circular.

In relation to the Acquisition, the Fund requires the approval by ordinary resolution of Shareholders in General Meeting as the Acquisition is classified as a Category 1 acquisition in terms of the Listings Requirements.

Furthermore, the Fund requires the approval by special resolution of Shareholders in General Meeting in respect of the issue of more than 30% of the issued Shares of the Fund as required to settle the Share Consideration and implement the Rights Offer. The potential issue of additional Shares to the Sellers if the Rights Offer is not fully subscribed also requires approval by 75% of Shareholders in terms of the Listings Requirements.

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3. THE ACQUISITION

Investec Property Fund has concluded the Acquisition Agreement to purchase the Zenprop Portfolio, valued at R7.06 billion. The Acquisition Agreement is subject to certain conditions precedent, as more fully set out in paragraph 3.4 below.

The full details of the Fund’s existing Property Portfolio appear in the IPF Annual Report, as detailed in paragraph 16 of this Circular. After the implementation of the Acquisition, the Fund will have a property portfolio consisting of 128 properties with a gross lettable area of 1,342,676m2 and will be valued at approximately R16.1 billion (excluding the Fund’s remaining investment in IAPF shares) or R16.4 billion (including the Fund’s remaining investment in IAPF shares).

3.1 Background of Zenprop

The Zenprop Portfolio consists of 26 properties, the majority of which were developed by Zenprop, one of the largest property investment and development companies in South Africa. Founded in 1998, it has a track record of excellence, and has earned the reputation of ‘best-of-breed’ developer from its industry peers. The Zenprop Portfolio represents a portion of Zenprop’s total portfolio, and comprises an attractive mix of prime investments, which include retail, office and industrial properties.

3.2 Analysis of the properties

The Zenprop Portfolio contains award winning properties, with exceptional and striking architectural designs, along with strong property fundamentals, and consists of 26 properties: 12 office properties, 11 industrial properties and 3 retail properties.

Summarised details of the individual properties are set out below:

Building Location SectorGLA (m²) WALE

Net rental (R/m2)5

Netproperty

income(Rm)1

Value4

(Rm)

BrandhouseElandsfontein, Gauteng Industrial 36,800 5.0 69.3 30.4 410.2

Aberdare CablesElandsfontein, Gauteng Industrial 50,157 6.8 36.9 22.2 270.8

WACOElandsfontein, Gauteng Industrial 14,375 10.0 55.6 9.7 125.6

Lerwick RoadWentworth, Durban Industrial 21,793 6.4 39.4 8.6 97.2

Riverhorse – MidasDurban, KwaZulu-Natal Industrial 11,112 3.3 68.7 9.6 131.9

Riverhorse – RTTDurban, KwaZulu-Natal Industrial 18,474 4.9 75.4 16.8 233.2

Riverhorse – IHDDurban, KwaZulu-Natal Industrial 9,261 2.5 90.5 10.4 143.0

Riverhorse – ABBDurban, KwaZulu-Natal Industrial 2,843 1.8 73.9 2.5 34.6

Riverhorse – Adcock Ingram

Durban, KwaZulu-Natal Industrial 9,987 7.0 90.9 10.8 149.5

Riverhorse – Discovery Health 2


Riverhorse – Media24 3


3 Sandown Valley Crescent

Sandton, Gauteng Office 13,889 3.1 133.6 28.7 354.7

4 Sandown Valley Crescent


2929 on NicolBryanston, Gauteng Office 16,149 2.9 136.0 35.7 496.0

1 & 1A Protea Place


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Building Location SectorGLA (m²) WALE

Net rental (R/m2)5

Netproperty

income(Rm)1

Value4

(Rm)

Nicol Grove6 – Business Centre

Fourways, Gauteng Office 9,211 4.5 162.7 20.8 277.0

Nicol Grove6 – Lexmark


Nicol Grove6 – Pod Communications


Nicol Grove6 – Saatchi & Saatchi


Nicol Grove7 – Seacom


Nedbank Umhlanga Rocks

Umhlanga Rocks, Durban Office 7,038 4.9 170.4 17.1 236.8

Union Castle Building

Cape Town, Western Cape Office 9,066 6.1 105.3 13.5 158.8

Woodmead North Office Park

Woodmead, Gauteng Office 7,848 4.4 154.1 16.2 193.2

Design Quarter Mall6

Fourways, Gauteng Retail 25,743 2.3 126.7 42.0 560.3

Nicol Grove – Golfer’s Club6

Fourways, Gauteng Retail 2,500 5.0 96.0 2.9 38.9

Newcastle Mall Newcastle, KwaZulu-Natal Retail 39,360 3.8 112.5 51.6 769.6

Zevenwacht MallKuils River, Western Cape Retail 39,956 3.2 106.1 54.9 773.0

Total 397,273 4.3 530.2 7,060.4

1. Net property income for the period 1 November 2015 to 31 October 2016

2. Utilised as a call centre

3. Majority office

4. Transaction costs for the Acquisition are estimated at 1% of the Purchase Consideration, which includes a 0.5% transaction fee payable to Investec Property. These are not reflected in the value above.

5. Net base rental. Retail excludes parking and turnover rental

6. Properties held by Frie dshelf

7. Property held by Double Flash

The abridged valuation report prepared by the Independent Valuer on the Zenprop Portfolio is set out in Annexure 6 to this Circular. The detailed valuation report is available for inspection at the Fund’s office as set out in paragraph 17 to this Circular. As at the Last Practicable Date, the Independent Valuer confirmed that there had been no material changes to their report issued on 4 September 2015. The properties have been valued based on the contracted 12-month forward income from 1 November 2015, which is expected to be the transfer date of the properties. The value of the Zenprop Portfolio in terms of the Independent Valuer’s report exceeds the Purchase Consideration by R105.3 million.

The valuer is an independent valuer and is registered in terms of the Property Valuers Profession Act, No 47 of 2000.

3.2.1 Office Portfolio

Protea Place

1 and 1A Protea Place (collectively “Protea Place”) consist of an award winning office building anchored by DLA Cliffe Dekker Hofmeyr, one of the largest business law firms in South Africa, with 7.2 years remaining on its current lease.

13

Protea Place is well located in the centre of the Sandton commercial node and is within walking distance of South Africa’s “golden mile”, the Sandton City district. Protea Place’s close proximity to the Sandton Gautrain Station and other amenities within the Sandton CBD make it a very desirable business location.

Protea Place was developed in 2010 and was nominated for the New Commercial Development Award at the SAPOA Innovative Excellence in Property Development awards 2011.

Sandown Valley Crescent

Sandown Valley Crescent consists of two quality contemporary office buildings situated adjacent to each other on Sandown Valley Crescent which is located within the Sandton commercial node and is within close proximity to the Sandton Gautrain Station and other amenities within the Sandton CBD. The buildings have strong tenant covenants represented by the following international and national corporates:

– TBWA (a leading international advertising agency);

– Crowe Horwath (a South African national accounting and auditing firm);

– Standard Chartered (the South African office of the listed global investment bank);

– Alexander Proudfoot (a global consulting firm);

– Marsh (a global leader in insurance broking and risk management); and

– Boston Consulting Group (a leading international management consulting firm).

The Fund has secured rental guarantees for a period of five years on the existing vacant space of 2,8 78m2 (11. 6% of Sandown Valley Crescent).

Nicol Grove

The Nicol Grove office park, situated adjacent to the Design Quarter retail complex, consists of five individual office buildings tenanted by, inter alia:

– Business Centre (a network of serviced office buildings with a national footprint);

– Lexmark (the South African office of the NYSE listed company);

– Saatchi and Saatchi (a global communications and advertising agency network with 140 offices in 76 countries); and

– Seacom (a submarine cable operator servicing the East and West coasts of Africa).

Nicol Grove is well located in Fourways, a rapidly growing commercial and residential hub in northern Johannesburg, which has become the home for many major corporates. The property’s location and its close proximity to the N1 and major arterial roads (Witkoppen Road and William Nicol Drive) make it a sought after business address, and an attractive alternative to Sandton.

The Fund has secured rental guarantees for a period of two years on the existing vacant space of 1,019m2 (5.0% of Nicol Grove).

2929 on Nicol

2929 on Nicol is a new office development located on William Nicol Drive in Bryanston within close proximity to the Nicolway Shopping Centre and opposite the Fund’s existing investment in Nicol Main Office Park. The property is anchored by Samsung ( 51.1% GLA), with other tenants including:

– Telkom Limited; and

– J Walter Thompson (an international advertising agency with offices in over 90 countries).

Woodmead North Office Park (“WNOP”)

WNOP is a high-quality office park situated within the Woodmead node on Maxwell Drive with excellent exposure to the M1 and the N1 highways. The three properties being acquired are tenanted by:

– Medtronic (the South African office of the leading provider of medical technology, listed on the NYSE);

– Philips (the South African office of the diversified technology company, listed on the NYSE);

– Bristol Myers Squibb (the South African office of the global pharmaceutical company listed on the NYSE); and

– BT Global (a division of the UK telecommunications operator British Telecom Group, listed on the LSE and NYSE).

14

Nedbank, Umhlanga

The Nedbank building is situated in Umhlanga Rocks, KwaZulu-Natal with Nedbank as the anchor tenant, occupying 94% of the total GLA, with 5.2 years remaining on its current lease.

The Nedbank building is ideally situated on the Umhlanga Ridge, which is a prominent office and retail node and within close proximity to the N2 highway and the Gateway Shopping Centre.

The Nedbank property, developed in 2010, boasts a four-star green rating by the Green Building Council of South Africa.

Union Castle

Union Castle is a 12-storey office building located on St Georges Mall in the hub of the Cape Town City Centre. It is currently anchor tenanted by Capita plc (an international business process outsourcing and professional services company headquartered in London, and listed on the LSE) with a WALE of 6.1 years.

3.2.2 Industrial Portfolio

Riverhorse

The Riverhorse properties comprise seven industrial properties which are situated in the Riverhorse Valley Industrial Park in Durban.

The properties offer excellent visibility in a prime location between Durban and Umhlanga. The buildings are well positioned with valuable exposure to the N2 freeway and access to other major road linkages in Durban North which makes it a desirable location for distribution centres and warehouses. The buildings offer secure access, 24-hour security and large truck access.

The Riverhorse properties are tenanted by blue-chip tenants, including:

– Adcock Ingram;

– Discovery Health;

– Media24 (a subsidiary of JSE listed Naspers);

– Midas (a national retailer of automotive parts);

– RTT (a national company providing logistics and supply chain solutions);

– IHD (one of the largest pharmaceutical distributors in South Africa); and

– ABB (the South African office of the global leader in automation technology, listed on the NYSE).

The RTT lease expires in 2017. The Fund has secured a rental guarantee for a period of three years subsequent to expiry.

Elandsfontein properties

The Elandsfontein properties consist of three standalone industrial buildings, with a combined GLA of 101,332m², situated in the well-established and sought-after Elandsfontein industrial node. The properties are located within close proximity to OR Tambo International Airport, and the N12, R24 and R21 highways which make them a very desirable industrial business location. The Elandsfontein properties are tenanted by Brandhouse, Aberdare Cables and WACO.

The Brandhouse lease expires in 2017. The Fund has secured a rental guarantee for a period of three years subsequent to expiry.

Lerwick Road

The Lerwick Road property comprises an industrial warehouse situated in the Clairwood industrial node. It is tenanted by Monteagle Logistics (a subsidiary of Marshall Monteagle plc, a JSE listed company) and Austral Marine (a private manufacturer of leisure boats). The property has excellent access to the N2 freeway and to other major road linkages (M4) in the south of Durban and is within close proximity to the proposed new deep water port and the Durban harbour.

15

3.2.3 Retail Portfolio

Newcastle Mall

Newcastle Mall is a leading regional shopping centre in KwaZulu-Natal, with strong national representation. The mall opened in April 2012, and comprises 39,360 m² of retail trading area, with available bulk providing future development opportunities. Newcastle Mall is situated in KwaZulu-Natal’s third most populous city, and located on the easily accessible N11/R34 arterial route. The mall is the dominant shopping centre within Newcastle with a primary catchment area of 50 km to 100 km and a secondary catchment area of 200 km in the north-western KwaZulu-Natal region.

Newcastle Mall consists of over 93 shops. 85% of rental income originates from South African national retailers, including, inter alia, Checkers, Game, Pick n Pay and Woolworths that collectively constitute approximately 42% of total GLA. The centre won the Best New Shopping Centre award at the Retail Design and Development Awards in 2013.

Zevenwacht Village Centre

The Zevenwacht Village Centre is a leading regional shopping centre situated between Stellenbosch and Cape Town in the Western Cape, and comprises 39,956m² of prominent retail trading.

Zevenwacht Village Centre consists of over 103 shops. 82% of rental income originates from national South African retailers, including, inter alia, Spar Group, Game and Woolworths that collectively constitute approximately 35.8% of total GLA.

The centre is well located within its catchment area, and is frequented by a loyal customer base. There have been major road works in the area, which are expected to be completed in August 2015. Post completion, there will be improved accessibility to the centre, which will add to the convenience of the Zevenwacht Village Centre.

Design Quarter

Design Quarter is a niche design centre made up of mixed use retail and office space located off Leslie Avenue in Fourways, one of the fastest growing commercial and residential hubs in northern Johannesburg. The property’s location and its close proximity to the N1 and major arterial roads (Witkoppen and William Nicol Drive) make it a desirable retail and business location.

Design Quarter offers shoppers a niche retail precinct focused on high-end interior design and furnishing of offices and homes. The precinct also serves as a unique dining destination with outdoor courtyard seating and includes upmarket restaurants such as Koi, Mythos and Kitchen Bar. The property comprises 17,400m² of ground floor retail and 5,000m² of first and second floor office, and is occupied by architects, advertising agencies, airlines and other retailers.

Design Quarter consists of over 57 shops. 48% of rental income originates from South African national and regional retailers, including, inter alia, Woolworths, Mr Price Home, Boardmans, @Home, Bakos Brothers and Coricraft.

Retail vacancies

Newcastle Mall, Zewenwacht Mall and Design Quarter currently have vacancies of 716m2 (1.8%), 854m2 (2.1%) and 250m2 (1.0%) respectively. No income attributable to the vacancies has been included in the Purchase Consideration. To the extent that Zenprop lets the vacant space within a period of two years on terms acceptable to the Fund, an agterskot payment will be made to Zenprop.

16

3.2.4 Zenprop Portfolio analysis

An analysis of the Zenprop Portfolio by market value, sector, tenant, geography, vacancy and lease expiry profiles is set out below as at the Last Practicable Date:

3.2.4.1 Geographic spread – GLA

56% 32%

12%

Gauteng

KZN

Western Cape

3.2.4.2 Geographic spread – revenue

57% 29%

14%

Gauteng

KZN

Western Cape

17

3.2.4.3 Sectoral spread – GLA

The Zenprop Portfolio consists of 11 industrial properties, 12 office properties and 3 retail properties.

46%

27%

27%

Industrial

O ce

Retail

3.2.4.4 Sectoral spread – revenue

26%

40%

34%

Industrial

Office

Retail

18

3.2.4.5 Sectoral spread – value

A

B

C

44%

26%

30%

Industrial

Retail

3.2.4.6 Tenant spread – GLA

80%

4%

16%

A

B

C

3.2.4.7 Tenant spread – revenue

70%

6%

23%

A

B

C

A Large, international, national, listed (larger than R2 billion), large professionals, government and major franchises

B National, small listed, local government and medium professional fi rms

C Other – 115 tenants are included in category C

19

3.2.4.8 Occupancy profile by sector

100.0% 100.0% 98.1% 99.5%

1.9% 0.5%

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

Office Industrial Retail Total

Tenanted Vacant

Note: Including rental guarantees

3.2.4.9 Lease expiry – GLA

0.3%

0.9%

1.4%

8.8%

15.3

%

0.0%

0.3%

0.4%

6.8%

39.1

%

1.4%

2.7%

5.2%

5.6%

11.7

%

1.8%

3.9%

6.9%

21.2

%

66.1

%

0.0%

10.0%

20.0%

30.0%

40.0%

50.0%

60.0%

70.0%

By March 16 By March 17 By March 18 By March 19 March 2020 and beyond

O ce Industrial Retail Total

3.2.4.10 Lease expiry – revenue

0.6%

1.5%

2.0%

11.7

%

24.1

%

0.0%

0.2%

0.3%

4.2%

21.8

%

2.4%

4.8%

7.8%

7.2%

11.5

%

3.0%

6.5%

10.1

%

23.1

%

57.3

%

0.0%

10.0%

20.0%

30.0%

40.0%

50.0%

60.0%

70.0%


O ce Industrial Retail Total

20

3.2.4.11 Rental escalations, rental per square metre and average annual property yield

The weighted average gross rental1 per m2 for the portfolio is:

Retail 117.26 Industrial 6 1. 58Office 159.21 1 Gross rental includes contractual rental, operating costs and assessment rates but excludes parking and other

recoveries.

The annualised weighted average rental escalation for the period ended 31 October 2015, based on existing leases for the portfolio is 7.6%.

The average annualised property yield based on the forward net property increase for the year 1 November 2015 to 31 October 2016 is approximately 7.5%.

3.3 Terms of the Acquisition

3.3.1 The Purchase Consideration will be settled as detailed in paragraph 1.3 above, payable on the Effective Date as set out in paragraph 1.1.

3.3.2 Agterskot Payment

The Fund has negotiated the Agterskot Payment for, inter alia, the following income streams to the extent that income is earned :

• Vacancies in the retail portfolio (the Fund has not paid for the vacant space upfront);• Turnover rentals;• Parking income at Design Quarter; and• Income from solar panels installed at certain of the properties in the Zenprop Portfolio.

It is estimated that the Agterskot Payment adjustments could amount to an additional payment to Zenprop of approximately R132.4 million based on additional net property income of up to R9.6 million.

3.3.3 Rental guarantees

Zenprop has provided the Fund with the following rental guarantees:

• a three-year rental guarantee at market rentals on the Brandhouse property from the expiry of the current lease resulting in a WALE for the Brandhouse property of 5.0 years;

• a three-year rental guarantee at market rentals on the RTT property from the expiry of the current lease resulting in a WALE for the RTT property of 4.9 years;

• a five-year rental guarantee at market rentals on the vacancies at 3 Sandown Valley Crescent (2,878m2) and Protea Place (860m2), as from 1 November 2015; and

• a two-year rental guarantee on the office vacancies at Nicol Grove (1,019m2) and Design Quarter as from 1 November 2015.

In terms of the guarantees above, Zenprop has guaranteed all amounts payable by tenants under an approved lease concluded on a “triple-net lease” basis, which is a fully repairing and insuring lease in terms of which the tenant pays all costs as if such tenant is the owner. Zenprop shall be responsible for any landlord contributions towards the costs of the tenant installations in any vacant office premises for leases secured in the rental guaranteed period. Zenprop shall be responsible for their pro rata portion of the cost of the leasing commission in respect of approved leases concluded in the guaranteed period.

3.3.4 Zenprop Portfolio options and rights of first refusal

Newcastle Mall, Nicol Grove – Seacom, Golfer’s Club, WNOP and Union Castle are subject to options and/or rights of first refusal. If these rights are exercised, these properties will be excluded from the Acquisition. The holders of these options and/or rights of first refusal have the right to acquire the properties on the same terms and conditions as any offer to purchase The Newcastle Mall right of first refusal expires on 20 September 2015. Feedback on the Nicol Grove – Seacom and Golfer’s Club options is expected to be received by the end of September 2015. Notification in respect of the WNOP option has been received confirming that it will not be exercised. The Union Castle right of first refusal expires on 30 September 2015.

3.3.5 Warranties and indemnities

Warranties and indemnities have been provided to the Fund that are standard for a transaction of this nature, and to address specific risks identified during the due diligence.

21

3.3.6 Rights of first refusal

As part of the Acquisition, the Fund has been granted a right of first refusal over the 27,000m2 P grade office building currently being developed at 140 West Street, Sandton. In terms of the right of first refusal, should an offer to purchase be received in respect of the property, the Fund has a right to purchase the property on the same terms as the offer to purchase, which right must be exercised 20 days after receipt of the offer to purchase. Should the Fund decline its right of first refusal, then the property can be sold to the third party within a period of 90 days, provided that such sale is at a price not less and on terms and conditions no less onerous than those contained in the offer to purchase.

3.3.7 Management fees

The Manager has agreed to waive its upfront entitlement to an ongoing management fee of 50 basis points on the value of the Acquisition for a period of time. It has been agreed that the Manager will charge the following management fees in relation to the Zenprop Portfolio:

Fee

Current – 31 March 2017 0 basis points31 March 2018 10 basis points31 March 2019 25 basis points31 March 2020 35 basis points31 March 2021 and thereafter 50 basis points

This ratcheted fee structure on the Acquisition represents R102 million of management fees payable foregone to the Manager over a five-year period.

The Fund has agreed to pay the Manager a transaction fee of 50 basis points on the transaction value of R7.06 billion which amounts to R35.3 million.

3.4 Conditions precedent

Zenprop has granted the Fund the period until Friday, 30 October 2015 in order to secure all of the necessary approvals and the funding required to conclude the Acquisition other than the approval required in terms of the Competition Act referred to below. The required approvals for the Fund will include, inter alia, the necessary approvals from Shareholders in order to conclude the Acquisition and implement the Rights Offer as well as the relevant JSE approvals.

After 30 October 2015, the Acquisition will only be conditional upon the receipt of Competition Authority approval in terms of the Competition Act No 89 of 1998 within a maximum period of 270 days from Signature Date.

4. FINANCIAL INFORMATION

4.1 Forecast financial information of the Zenprop Portfolio

The forecast financial information of the Zenprop Portfolio is presented in Annexure 1. The Reporting Accountants’ report on the forecast financial information of the Zenprop Portfolio is presented in Annexure 2.

4.2 Pro forma statement of financial position after the Acquisition

The pro forma financial effects of the Acquisition and material post-balance sheet events as set out below is the responsibility of the directors of Investec Property Fund. The pro forma financial effects are presented in a manner consistent with the basis on which the historical financial information has been prepared and in terms of the Fund’s accounting policies. The pro forma financial effects have been presented for illustrative purposes only and, because of their nature, may not give a fair reflection of Investec Property Fund’s financial position, changes in equity, results of operations or cash flows post the implementation of the Acquisition.

These pro forma financial effects as set out below should be read in conjunction with the pro forma statement of financial position as set out in Annexure 3, together with the assumptions upon which the financial effects are based, as indicated in the notes thereto in Annexure 4.

The Reporting Accountants’ report on the pro forma financial information appear in Annexure 4 to this Circular.

22

The table below sets out the pro forma financial effects of the Acquisition on the statement of financial position of the Fund based on the audited annual financial results for the financial year ended 31 March 2015 and on the assumption that for calculating the net asset value per share and net tangible asset value per share, the Acquisition was effected on 31 March 2015.

Audited IPF1

Post theAcquisition2

Change (%)

Net asset value per share (cents) 15.15 15. 2 3 0. 5 Net tangible asset value per Share (cents) 15.15 15. 2 3 0. 5

Notes and assumptions:

1. The “Audited IPF” column was extracted from the statement of financial position of the Fund as at 31 March 2015.

2. The “Post the Acquisition” column represents the net asset value per Share and net tangible asset value per share after the acquisition of the Zenprop Portfolio. It includes the effect of the acquisition and transfer of the Zenprop Portfolio for a total purchase consideration of R7.06 billion.

3. Refer to Annexure 3 for detailed notes and assumptions related to the pro forma statement of financial position.

5. CAPITAL STRUCTURE

The Share capital of Investec Property Fund before the Acquisition is set out below:

Present share capital of Investec Property Fund: R’000

Authorised1,000,000,000 ordinary shares of no par value

Issued share capital480,740,038 ordinary shares of no par value* 6,375,574

*Includes 35,761,709 shares to be issued pursuant to the Griffi n vendor placing.

As at the Last Practicable Date, the Fund does not have any treasury shares in issue.

The Share capital of Investec Property Fund after the Acquisition is set out below:

Share capital after the issue of the additional shares in terms of this application: R’000

Authorised1,000,000,000 ordinary shares of no par value

Issued share capital700,228,203 ordinary shares of no par value 9, 736, 965

6. MAJOR SHAREHOLDERS

Shareholders, other than Directors of the Fund, with a beneficial interest of 5% or more in the Shares of the Fund at the Last Practicable Date are as follows:

Shareholder

Direct(Number of

Shares)

Indirect(Number of

Shares)Percentage

held (%)

Investec 153,449,703# – 31.9Coronation Fund Managers 132, 263, 652 – 29.7

# Includes 35,761,709 Shares to be issued pursuant to the Griffi n vendor placing.

Since the listing of the Fund in April 2011, Investec’s shareholding in the Fund has decreased from 50.1% at the time of listing to 31.9% as at the Last Practicable Date. No change in controlling Shareholders is anticipated as a result of the implementation of the Acquisition.

Following the issue of the Consideration Shares and the Rights Offer, assuming all major Shareholders take up their pro rata portion of the Rights Offer, the major Shareholders of the Fund will be as follows:

Shareholder

Direct (Number of

Shares)

Indirect(Number of

Shares)Percentage

held (%)

Investec 208,042,440 – 29.7Coronation Fund Managers 178,520,809 – 25.5

23

7. IRREVOCABLE COMMITMENTS AND LETTERS OF SUPPORT

The Fund has obtained irrevocable undertakings from, or on behalf of, the following Shareholders, in terms of which (amongst other things) they have irrevocably undertaken, with respect to the following Investec Property Fund shares beneficially owned by such Shareholders or held by them on a discretionary basis for clients to vote in favour of the Acquisition and to follow their pro rata share of the Rights Offer.

ShareholderNumber of shares

Percentage of voting

rights#

Investec Limited 153,499,703 31.9%Stanlib* 19,440,047 4.0%S Hackner 8,153,865 1. 7%S Leon 4, 326,089 0. 9%N Riley 60,000 0.0%A Wooler 17,290 0.0%

Total 185,196,994 38. 5%

* Stanlib has as at the Last Practicable Date, indicated their commitment to vote in favour of the Acquisition only. Their decision regarding following their rights in the Rights Offer will only be confi rmed at a later date.

#Based on the number of Shares in issue including the 35,761,709 shares to be issued pursuant to the Griffi n vendor placing.

In addition the Fund has received further revocable letters of support from the following Shareholders owning 3 1.1% of the Fund’s Shares (beneficially or on behalf of clients) indicating that the Shareholders in question intend voting in favour and following their pro rata share of the Rights Offer:

ShareholderNumber of shares

Percentage of voting

rights#

Coronation 132,263,652 27. 5%L Giuricich 17,448,666 3.6%

Total 149,712,318 31 .1%

# Based on the number of Shares in issue including the 35,761,709 shares to be issued pursuant to the Griffi n vendor placing

As a result of the above irrevocable undertakings and letters of support, 69. 6% of Shareholders are supportive of the Acquisition and R1. 79 billion of the Rights Offer has been covered by commitments or indications of support, and as a result, the remaining equity to be raised in the Rights Offer is limited to approximately R0. 78 billion.

If the Rights Offer is not fully subscribed, any shortfall will be taken up by Zenprop through an increase in the Share Consideration to the extent of the shortfall which will be settled by the issue of Investec Property Fund Shares at the Rights Offer price of R15.00 per Share.

8. BACKGROUND AND OVERVIEW OF INVESTEC PROPERTY FUND

8.1 Background

Investec Property Fund is a South African Real Estate Investment Trust, which was listed on the JSE in the Real Estate Holdings and Development Sector on 14 April 2011 and currently, post the Griffin acquisition, comprises a portfolio of 102 properties in South Africa with a total GLA of 945,402m2 valued at R9.0 billion and a R0.5 billion investment in Investec Australia Property Fund Limited.

The Fund was formed with the purpose of investing in direct real estate, where the Directors believe there is potential for income generation and capital growth.

The Fund’s assets currently consist of investments in 102 properties (after the Griffin acquisition detailed in paragraph 10.1), and are appropriately diversified to maintain an acceptable level of risk weighting within each sector and thus mitigate against any sector-specific risks. A strong, reputable tenant base, high single-tenant profile, coupled with low vacancies and long-term expiry profiles provide a sound base for earnings and capital growth over the long term. The attractiveness of the Fund is reflected both in the nature and quality of this portfolio and the experience and track record of the Manager.

24

8.2 Prospects

Since listing in April 2011, Investec Property Fund has delivered consistent growth in distributions and net asset value to its Shareholders while growing its property portfolio over f ive times with properties that maintain or enhance the quality of the portfolio. This has been achieved despite an uncertain economic outlook, highly competitive landscape and upward pressure on administration and operating costs. The Fund’s core portfolio with its high proportion of long-term single tenanted properties and high proportion of listed and large corporate tenants continues to demonstrate its defensiveness.

The objective of the Fund is to optimise capital and income returns over time for Shareholders. This will be achieved through management’s continued focus on its core philosophy of hands-on active management of physical property, in conjunction with efficient management of its balance sheet to enhance both the yield and the quality of the portfolio, and growing its asset base by investing in well-priced income-producing properties in the office, industrial and retail sectors. The Fund has executed its investment strategy with this objective in mind, which has proved successful to date.

The Zenprop Portfolio will be acquired at a blended yield of 7.5%, which the Directors believe offers attractive value and will enhance the prospects of the Fund going forward.

8.3 Property Portfolio

The details of the Investec Property Fund Property Portfolio as at 31 March 2015 are set out in the IPF Annual Report, as referenced in paragraph 16 below. The following properties are in the process of being transferred from Griffin Holdings, as per paragraph 10.1:

Property name Location SectorGLA

(m2)

Rental per m2 (R/m2)

Value (R)

National Urethane Industries (New) Isando, Gauteng Industrial 3,628 36.3 North Safety Products Isando, Gauteng Industrial 3,000 34.0 National Urethane Industries (Old) Isando, Gauteng Industrial 3,000 33.4 Kevro – Longlake Linbro, Gauteng Industrial 4,914 62.7 Kevro – Longmeadow

Longmeadow, Gauteng Industrial 10,852 102.9

GrindrodLongmeadow, Gauteng Industrial 7,540 108.4

AGCO Pomona, Gauteng Industrial 6,888 76.3 MTU Spartan, Gauteng Industrial 3,384 46.7 Coastal Air Couriers Spartan, Gauteng Industrial 3,240 50.8 Jotun Paints Spartan, Gauteng Industrial 2,600 45.8 Armadillo Spartan, Gauteng Industrial 2,081 50.3 Thistle Bakery Spartan, Gauteng Industrial 1,850 49.1 Plastichem Spartan, Gauteng Industrial 1,753 56.1 Baldwin Filters Spartan, Gauteng Industrial 1,450 57.0 Aluminco Spartan, Gauteng Industrial 400 49.7

SubdanLongmeadow, Gauteng Industrial/Retail 12,000 54.8

Consol Glass Germiston, Gauteng Industrial/Storage 21,331 38.1 Premier Food CT Epping, Cape Town Commercial 7,250 55.7

So – So TradingMilnerton, Western Cape Commercial 3,190 23.5

International SOS Midrand, Gauteng Office 5,822 83.7 Commerce Corner Randburg, Gauteng Office 3,321 91.7 CMH Midrand, Gauteng Retail (motor dealership) 3,918 135.5

Total 113,412 63.6 826,407,000

# The Griffi n properties were acquired on a portfolio basis. The Directors are satisfi ed that the aggregate value shown above is in line with the Directors’ assessment of the value of the portfolio.

25

8.4 Asset management

8.4.1 Information relating to the Manager

Name: Investec Property Proprietary Limited

Legal form: Investec Property Proprietary Limited (Registration number 1947/025753/06), a private company incorporated in South Africa

Business address: 100 Grayston Drive, Sandown, Sandton, 2196, South Africa

Shareholder: The Manager is a wholly owned subsidiary of Investec Limited

Terms of contract: Set out below in paragraph 8.4.2 below

The Fund is managed in terms of the Asset Management and Property Management Agreement.

The management team of the Manager has significant experience and a proven track record in managing and developing large property funds, both listed and unlisted. The management team is responsible for managing the Fund in an efficient, diligent manner, in good faith according to the highest industry standards, to obtain the optimum long-term yield and capital growth of the Fund.

8.4.2 Terms of the Asset and Property Management Agreement

The terms of the Asset and Property Management Agreements are incorporated in the Pre-Listing Statement as detailed in paragraph 16 below.

The Asset Management and Property Management Agreement are available for inspection as referenced in paragraph 17 below.

8.4.3 Directors of the Manager

The full names, ages, business addresses and capacities of the Directors of the Manager are set out below:

Name Sam Hackner (60)

Business address 100 Grayston Drive, Sandown, Sandton, 2196, South Africa

Qualifications BCom(Hons), Dip Acc, CA(SA)

Current position Chairman

Resumé Sam Hackner has over 34 years of experience in the property industry and as at 31 March 2015, stepped down as CEO to become Chairman of Investec’s Global Property business. He chairs all deal, investment and credit forums for Investec Property. In 2003 he was appointed Chairman of Growthpoint, the largest property REIT listed on the JSE. He was instrumental in growing it from a market capitalisation of R35 million in 2002 to a value of R18.9 billion in November 2007. Mr. Hackner resigned as Chairman of Growthpoint in July 2008, a year after the property management and asset management functions were sold by Investec to Growthpoint. He is currently Chairman of Investec Property Fund, which listed on the JSE in April 2011 and has grown more than 300% since listing. He is also a member of the board of directors and advisory board of the Investec GLL Global Special Opportunities Real Estate Fund, a Luxembourg-based fund for investment in global real estate.

Name Stephen Koseff (64)


Qualifications BCom, CA(SA), H Dip BDP, MBA

Current position Non-Executive Director

Resumé Stephen joined Investec in 1980 and has been the Chief Executive Officer of Investec Limited and Investec plc since 1997 and 2002 respectively. He has had diverse experience within Investec as Chief Accounting Officer and General Manager of Banking, Treasury and Merchant Banking. His directorships include Investec Bank Limited, Investec Bank plc and a number of Investec subsidiaries.

26

Name Samuel R Leon (65)


Qualifications LLB (London)

Current position Deputy Chairman

Resumé Mr Leon has over 38 years of experience across all sectors of the property industry with 24 years at Investec Property, firstly as a director, then managing director and currently as deputy chairman. He was involved in the transformation of Growthpoint into South Africa’s largest listed property fund and was a director until Investec sold its interests in October 2007. Mr Leon was also a director of a specialist listed property fund Metboard Properties Limited, until it was sold to Growthpoint in April 2007, as well as a board member of SAPOA (the South African Property Industry body). Mr Leon retired as Chief Executive Officer of Investec Property Fund on 31 March 2015, having held this position since Investec Property Fund listed on the JSE in April 2011. He remains on the Board as non-executive deputy chairman. He is also on the board of the Investec GLL Global Special Opportunities Real Estate Fund, a Luxembourg-based fund for investment in global real estate and a non-executive director and key driver of Investec Australia Property Fund which listed on the JSE in October 2013.

Name Glynn R Burger (59)


Qualifications BAcc, CA(SA), H Dip BDP, MBL


Resumé Glynn currently serves as the joint head of Investec specialist bank in South Africa, a position held by him since 2000, and as the Financial Director of the Investec group. Glynn joined Investec in 1980 and has also held the position of Chief Accounting Officer and Group Risk Manager. Current directorships include Investec Bank Limited and a number of Investec subsidiaries.

Name David AJ Donald (65)


Qualifications BCom, CA(SA), H Dip Tax Law

Current position Executive Director

Resumé Dave Donald has significant experience in accounting and finance and is currently a director of Investec Property, a position held by him since 2001, where he is responsible for operational, accounting and finance functions. From 1983 to 1997, Dave was a partner at Coopers & Lybrand in Johannesburg.

Name Robin Magid (43)


Qualifications BCom

Current position Executive Director

Resumé Robin has been with Investec since 1995, initially managing the property finance team of Investec Private Bank, before moving to Investec Property in 2002 where he managed the Investec Property trading and commercial real estate activities. In 2008, Robin relocated to the United Kingdom where he was involved in establishing an international property investment division. In 2010 he returned to South Africa to continue his role in managing the South African business, whilst remaining actively involved in the driving of the now established United Kingdom business.

27

Name David M Nurek (65)


Qualifications Dip Law, Dip Advanced Fund Law


Resumé David joined Investec in July 2000 and is the Regional Chairman of Investec’s various businesses in the Western Cape and is also Global Head of Legal Risk. He is a Non-Executive Director to various listed and unlisted companies including The Foschini Group Limited, Trencor Limited, Clicks Group Limited, Distell Group Limited, Aspen Pharmacare Limited, Sun International Limited and Lewis Group Limited. He served as Chairman of the legal firm Sonnenberg Hoffman & Galombik (now Edward Nathan Sonnenbergs) until June 2000. David was formerly a Non-Executive Director of Allan Gray Property Management Limited (Grayprop) for several years.

8.4.4 Asset management services

The services rendered by the Manager to the Fund are set out in the Pre-Listing Statement as detailed in paragraph 16 below.

8.4.5 Property management services

The services rendered by the property management companies are set out in the Pre-Listing Statement as detailed in paragraph 16 below.

8.4.6 Fees payable to the Manager

Detail of the following fees payable to the Manager are incorporated in the Pre- Listing Statement as detailed in paragraph 16 below:

• Asset management fees

• Property management fees

• Transaction fees

• Development watching fees

The following changes have been made since the Pre-Listing Statement:

Management fee – acquisition of the Zenprop Portfolio as disclosed in this Circular

The Manager has agreed to waive its upfront entitlement to an ongoing management fee of 50 basis points on the value of the Acquisition for a period of time. It has been agreed that the Manager will charge the following management fees in relation to the Zenprop Portfolio:

Fee

Current – 31 March 2017 0 basis points31 March 2018 10 basis points31 March 201 9 25 basis points31 March 20 20 35 basis points31 March 2021 and thereafter 50 basis points

Management Fee – acquisition of portfolio from Investec Property in February 2015

Investec Property agreed to waive its upfront entitlement to an ongoing management fee of 50 basis points on the purchase consideration related to the transaction. Instead the Fund has agreed that the Manager will be entitled to an initial management fee of 10 basis points, which will increase by an additional 10 basis points on each anniversary of the effective date of the transaction, capped at a maximum management fee of 50 basis points which will be achieved on the fifth anniversary of the effective date of the transaction.

Management fee – acquisition of Dihlabeng Mall in June 2014

Investec Property agreed to waive its entitlement to the asset management fee of 50 basis points in respect of the Dihlabeng Mall for a two year period from the effective date of the Bethlehem acquisition.

28

9. DIRECTORS

9.1 Details of Directors

The full names, ages and capacities of the directors of Investec Property Fund are set out in the IPF Annual Report as detailed in paragraph 16 below. Nicholas Riley was appointed as chief executive officer effective on 1 April 2015. Sam Leon stepped down as chief executive officer and was nominated as non-executive deputy chairperson on 1 April 2015. Khumo Shuenyane was appointed to the Board as an independent non-executive Director on 18 June 2015. Andrew Wooler was appointed as Financial Director with effect from 17 August 2015. David Donald retired as an executive director on 17 August 2015.

The executive Directors listed in the IPF Annual Report are Directors and/or employees of the Manager, however they are all experienced Directors who have a clear understanding of their fiduciary duties as Directors of the Fund. The Board will at all times exercise due care and diligence in the performance of its duties in accordance with the highest possible standard.

There are no service contracts with any of the Directors. The non-executive directors have been appointed in terms of a letter of appointment with the Fund.

9.2 Directors’ interests in securities

A statement showing the direct and indirect beneficial interests of the Directors (and their associates), including Directors who have resigned during the 18 months prior to the Last Practicable Date, holdings in the Fund as at the Last Practicable Date are as follows:

Director Direct IndirectNumber

of Shares% of total

shareholding

S Hackner 8,153,865 – 8,153,865 1.70SR Leon 4, 326,089 – 4, 326,089 0. 9 0NP Riley 60,000 – 60,000 0.0 1 DAJ Donald* 88,363 – 88,363 0.0 2AR Wooler 17,290 – 17,290 0.00GR Rosenthal 2,999 – 2,999 0.00LLM Giuricich 4,567,323 – 4,567,323 0. 95CM Mashaba 64,973 – 64,973 0.0 1S Mahomed – – – – MM Ngoasheng 127, 338 – 127,338 0.0 3KL Shuenyane 60,066 – 60,066 0.0 1

*DAJ Donald resigned effective 17 August 2015.

Nicholas Riley is an executive director of the Fund and holds Shares in Investec.

9.3 Directors’ interests in transactions

During the 18 months preceding the Last Practicable Date, Investec Property Fund acquired the following properties from various indirect subsidiaries of Investec Property, being the Manager of the Fund and having common directors with the Fund:

• the property portfolio from Investec Property for a purchase consideration of R865.1 million, (refer to the circular to Investec Property Fund shareholders dated 15 December 2014);

• the Edcon Holdings retail property in Carletonville for a purchase consideration of R23,700,000 (refer to the SENS announcement on 16 September 2014);

• 50% of the Dihlabeng Mall for a purchase consideration of R357,535,025 (refer to the SENS announcement on 27 June 2014); and

• 50% of the Foschini Building for a purchase consideration of R77,407,713 (refer to the SENS announcement on 27 June 2014).

Save for this, no Director, including Directors who have resigned in the past 18 months, has or has had any interest, directly or indirectly, in any transaction which is, or was, material to the business of the Fund and which was effected by the Fund during the current financial year or in any previous financial year which remains in any respect outstanding or unperformed.

29

9.4 Directors’ emoluments and incentives

The executive directors are remunerated by the Manager. The remuneration paid by the Fund to the non-executive Directors are set out in the IPF Annual Report as detailed in paragraph 16 below.

The non-executive Directors’ remuneration is escalated by up to a maximum of 5% as set out in the IPF Annual Report as detailed in paragraph 16 of this Circular. This resolution was passed at the annual general meeting held on 29 July 2015.

The Directors’ remuneration has not changed as a result of the Acquisition.

The chief executive officer and chief financial officer are full-time employees of Investec Property whose services are dedicated to the Fund (through the Manager) under the Asset Management Agreement.

9.5 Directors’ responsibility statement

The Directors, whose names are detailed on the inside front cover of this Circular, collectively and individually, accept full responsibility for the accuracy of the information given and certify that to the best of their knowledge and belief there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that this Circular contains all information required by law and the Listings Requirements.

10. GENERAL

10.1 Material contracts

No material contracts have been entered into, either verbally or in writing by the Fund, or any of its subsidiaries, being restrictive funding arrangements or a contract entered into otherwise than in the ordinary course of business, within the two years preceding the date of this Circular or a contract entered into at any time containing an obligation or settlement that is material to the Fund as at the date of this Circular, save for the following agreements, which are available for inspection in terms of paragraph 17 hereto:

• Acquisition agreement, dated 6 November 2014, between Investec Property as the seller and the Fund as the purchaser in terms of which the Fund acquired a property portfolio for a purchase consideration of R865.1 million, as detailed in the circular to Investec Property Fund shareholders dated 15 December 2014;

• Acquisition agreement, dated 5 June 2015, between Griffin Holdings as the seller and the Fund as the purchaser in terms of which the Fund acquired a portfolio of 22 properties for a purchase consideration of R826 million, as detailed in the announcement on SENS on 5 June 2015; and

• the Acquisition Agreement between the Sellers as the seller and the Fund as the purchaser in terms of which the Fund will acquire the Zenprop Portfolio for the Purchase Consideration, as detailed in this Circular.

The Fund is not subject to any royalty agreements.

10.2 Material changes

The Directors confirm that there has been no material change in the financial or trading position of the Fund since its results for the year ended 31 March 2015 other than the Acquisition and the Griffin acquisition.

10.3 Material commitments, lease payments and contingent liabilities

As at the Last Practicable Date, Investec Property Fund had no material commitments, lease payments or contingent liabilities save that the Fund has an obligation to settle the Purchase Consideration relating to the Acquisition, subject to the conditions precedent of the Acquisition Agreement, which obligation the Fund intends settling by way of raising of debt, the issue of the IPF Consideration Shares and from the proceeds of the Rights Offer to be conducted prior to year end, and the obligation to settle the purchase consideration relating to the Griffin acquisition detailed in paragraph 10.1.

10.4 Loans and borrowing powers

Details of material borrowings and inter-company loans and borrowings are disclosed in note 16 of the IPF Annual Report, as detailed in paragraph 16 of the Circular. All debt as disclosed in the IPF Annual Report arose to fund acquisitions, with the exception of the Investec Development loan, which was taken out to fund the expansion of Dihlabeng Mall and Balfour Mall. All loans carry bullet payment terms, interest is accrued at the interest rates disclosed in the IPF Annual Report and the loans are repayable on the disclosed dates. Where the debts are repayable within the next 12 months, the Fund has short-term debt facilities which can be utilised to fund the payments.

30

As at the Last Practicable Date, save for the borrowings disclosed in the IPF Annual Report and the loans disclosed in this paragraph 10.4, the Fund has no further material loans that are outstanding or owing other than:

• R200 million commercial paper which was rolled in April 2015 at a rate of 38 basis points above the three-month JIBAR and again in July 2015 at a rate of 39.5 basis points above the three-month JIBAR for a term of three months;

• R280 million to be drawn down to part settle the Purchase Consideration in respect of the acquisition of the Griffin portfolio; and

• R200 million unsecured loan from Nedbank, raised partly to fund the acquisition of the Griffin portfolio. The loan terms are: – Five-year facility – Bullet payment – Rate of JIBAR + 175 basis points.

There are no conversion or redemption rights with respect to the loans and borrowings of the Fund.

The borrowing powers of the Fund have not been exceeded during the three years preceding the Last Practicable Date.

No exchange control or other restrictions have been imposed on the Fund’s borrowings powers since incorporation.

As at the Last Practicable Date, Investec Property Fund has undertaken no off-balance sheet financing and has no outstanding loans receivable.

10.5 Working capital statement

The Directors are of the opinion that the working capital resources of Investec Property Fund Group are sufficient for the Fund’s current working capital requirements and will, post implementation of the Acquisition, be adequate for a minimum period of 12 months from the date of issue of this Circular.

10.6 Litigation statement

The Fund is not involved in any material legal or arbitration proceedings or legal actions, nor are the Directors aware of any proceedings that are pending or threatened, that may have, or have had in the twelve-month period preceding the Last Practicable Date, a material effect on the Group’s financial position.

11. ACQUISITIONS

Set out in the IPF Annual Report, are details of all other immovable properties and/or fixed assets and or securities and/or business undertakings that have been acquired within the past three years, as set out in paragraph 16 of this Circular. The properties in the process of being acquired are set out in paragraphs 3.2 and 8.3 of this Circular.

12. OPINIONS AND RECOMMENDATIONS

The Directors of the Fund have considered the terms and conditions of the Acquisition and are of the opinion that the implementation thereof will be to the long-term benefit of Shareholders. The Acquisition will add to and enhance the quality, stability and defensiveness of the Fund’s earnings by introducing a portfolio of high-quality and well-tenanted properties into the existing portfolio.

Accordingly, the Board recommends that Shareholders vote in favour of the ordinary and special resolutions relating to the Acquisition to be proposed at the General Meeting of Shareholders.

13. EXPENSES

The estimated costs of preparing and distributing this Circular, Revised Listing Particulars and holding the General Meeting including preliminary expenses and fees payable to professional advisors, are approximately R 70.6 million and include the following:

Details Payable to RInvestec Property fee Investec 35,300,000Corporate advisor Investec Corporate Finance 22,000,000Conveyancing and debt documentation Various 8,766,990Due diligence Various 1,575,564Legal advisory Fluxmans 1,500,000Independent Property Valuer Mills Fitchet Magnus Penny 650,000Accounting and auditing fees Ernst & Young Inc 650,000Legal fees Baker & McKenzie Inc 350,000Printing, publication and distribution Ince 77,113JSE documentation fee JSE Limited 30,333

Estimated total 70,600,000

31

These transaction expenses will be paid out of cash and capitalised to the investment properties.There were no preliminary expenses paid in relation to the Acquisition in the three years preceding the Circular.

14. EXPERTS’ CONSENTS

The Reporting Accountants and Independent Valuer have consented, in writing, to the inclusion of their reports in this Circular in the form and context in which they appear, and have not withdrawn their consents prior to the publication of this Circular.

The Reporting Accountants, Legal Advisor, Independent Valuer, Investment Bank and Sponsor have all consented, in writing, to act in the capacities stated and to their names being used in this Circular and have not withdrawn their consents prior to the publication of this Circular.

15. GENERAL MEETING

The General Meeting of Investec Property Fund Shareholders will be held in the 2nd Floor Executive Boardroom, Investec Bank Limited, 100 Grayston Drive, Sandown, Sandton, 2196 at 14:00 on Wednesday, 14 October 2015 to consider, and if deemed fit, to pass, with or without modification, the ordinary and special resolutions necessary to implement the Acquisition.

A notice convening the General Meeting is attached to, and forms part of, this Circular.

A form of proxy, for use by those Certificated Shareholders and Dematerialised Shareholders with “own name” registration who are unable to attend the General Meeting but wish to be represented thereat, is attached to, and forms part of this Circular. Duly completed forms of proxy must be received by the Transfer Secretaries by no later than 14:00 on Monday, 12 October 2015 (or alternatively to be handed to the chairperson of the General Meeting prior to its commencement).

A Dematerialised Shareholder who does not have “own name” registration, must arrange for his CSDP or broker to furnish him with the necessary letter of representation to attend the General Meeting or to appoint a proxy in accordance with their cut-off time prior to the General Meeting. The Fund does not have a Share incentive trust in place.

16. INFORMATION INCORPORATED BY REFERENCE

The information included by reference in this Circular, as detailed below, is available for inspection by shareholders and prospective investors at the registered office of the Fund, at no charge, during business hours from 11 September 2015, up to and including 14 October 2015.

Information incorporated by reference

Circular paragraph number

Revised Listing Particulars paragraph number Source document

Document reference

Property Portfolio 3.2; 11; 8.3 IPF Annual Report 2015

(https://www.investec.co.za/products-and-services/investing/property-fund/investec-property-fund-investor-relations/financial-results.html)

Pages 92-95

Terms of the Asset and Property Management Agreements

8.4.2 Pre-Listing Statement

(https://www.investec.co.za/products-and-services/investing/property-fund/investec-property-fund-investor-relations/ipf-circulars.html)

Paragraph 5

32




Document reference

Asset management services 8.4.4 Pre-Listing Statement


Paragraph 5.2

Property management services 8.4.5 Pre-Listing Statement


Paragraph 5.3

Fees payable to the Manager 8.4.6 Pre-Listing Statement


Paragraph 5.4

Asset management fees 8.4.6 Pre-Listing Statement


Paragraph 5.4.1

Property management fees 8.4.6 Pre-Listing Statement


Paragraph 5.4.2

Transaction fees 8.4.6 Pre-Listing Statement


Paragraph 5.4.3

Development watching fees 8.4.6 Pre-Listing Statement


Paragraph 5.4.4

Details of Directors 9.1 IPF Annual Report 2015


Pages 17-18

33




Document reference

Directors’ emoluments and incentives

9.4 5.1.5 IPF Annual Report 2015


Page 42, 53-54

Increase in Directors’ remuneration

9.4 IPF Annual Report 2015


Page 103

Loans and borrowings 10.4 10.2 IPF Annual Report 2015


Page 75

17. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the registered office of Investec Property Fund during normal business hours from 11 September 2015, up to and including 14 October 2015:

17.1 the Memorandum of Incorporation of the Fund and its subsidiaries;

17.2 the Acquisition Agreement;

17.3 the Asset and Property Management Agreement;

17.4 the material contracts as referred to in paragraph 10.1 of this Circular;

17.5 the pro forma statement of financial position of the Fund set out in Annexure 1 and the Reporting Accountants’ limited assurance report on the pro forma financial information of the Fund before and after the Acquisition, as set out in Annexure 2 of the Circular;

17.6 Reporting Accountants’ review opinions on the value and existence of the Zenprop Portfolio to be acquired by Investec Property Fund

17.7 the consolidated forecast financial information of the Zenprop Portfolio for the five-month period ending 31 March 2016 and the 12-month period ending 31 March 2017, and the Reporting Accountants’ limited assurance report thereon as set out in Annexure 4 and 5 respectively, of this Circular;

17.8 Independent Valuers valuation report on the Zenprop Portfolio, a summary of which is attached as Annexure 6 to this Circular;

17.9 the audited annual financial statements of Investec Property Fund for the years ended 31 March 2015, 31 March 2014 and 31 March 2013;

17.10 the letters of consent received from the Reporting Accountant, Legal Advisor, Investment Bank, Independent Valuer and Sponsor;

17.11 a signed copy of this Circular;

17.12 the documents listed in paragraph 16 of this Circular, being the IPF Annual Report and the Pre-Listing Statement of the Fund; and

17.13 the irrevocable undertakings referred to in paragraph 7.

Signed on behalf of the Board

INVESTEC PROPERTY FUND LIMITED

Nicholas Riley11 September 2015Sandton

34



Directors of the Fund

S Hackner (Chairman)∆



LLM Giuricich∆

S Mahomed#

CM Mashaba#

MM Ngoasheng#

KL Shuenyane#

∆ Non-Executive.# Independent Non-Executive.

REVISED LISTING PARTICULARS PREPARED IN TERMS OF THE LISTINGS REQUIREMENTS

The defi nitions and interpretations section commencing on page 5 of this Circular of which the Revised Listing Particulars form part applies, mutatis mutandis, throughout these Revised Listing Particulars, including this cover page.

These Revised Listing Particulars are not an invitation to the public to subscribe for Shares, but are issued in compliance with the Listings Requirements for the purpose of providing information to the public and Shareholders with regard to the Fund. Shareholders are referred to the Pre-listing Statement for information relating to the Fund.

These Revised Listing Particulars have been prepared on the assumption that the resolutions proposed in the notice of General Meeting forming part of this Circular to which the Revised Listing Particulars are attached will be passed at the General Meeting.

As at the Last Practicable Date, the authorised share capital of the Fund comprises 1 billion no par value shares with stated capital of R6,375,574,329 (including the Shares to be issued pursuant to the Griffi n vendor placing). All Shares rank pari passu with each other. There are no other classes of Shares in issue and the Fund does not have any treasury Shares in issue.

The Directors, whose names appear on the cover of these Revised Listing Particulars, collectively and individually, accept full responsibility for the accuracy of the information given herein and certify that to the best of their knowledge and belief there are no facts that have been omitted which would make any statement false or misleading, that all reasonable enquiries to ascertain such facts have been made, and that these Revised Listing Particulars contain all information required by law and the Listings Requirements.

All advisors whose names and/or reports are contained in these Revised Listing Particulars have consented in writing to act in the capacity stated and to their names being included in these Revised Listing Particulars and, if applicable, to the inclusion of their respective reports in these Revised Listing Particulars in the form and context in which they appear and have not withdrawn their written consents prior to publication hereof.

35

Investment Bank and Sponsor AttorneysIndependent Reporting Accountant and Auditor

Independent Valuers Competition law advisor

Date of issue: 11 September 2015

Copies of these Revised Listing Particulars are available in English only and may be obtained during normal business hours between 11 September 2015 and 14 October 2015 from the registered offi ce of Investec Property Fund and the offi ces of the Investment Bank and Sponsor and the Transfer Secretaries, the addresses of which are set out in the “Corporate information” section of this Circular.

36

TABLE OF CONTENTS

Page

Revised Listing Particulars

1. Incorporation, history and nature of business 37

2. Purpose of the Revised Listing Particulars 37

3. Management of the Fund 37

4. Property Portfolio 37

5. Directors 42

6. Financial information relating to the Zenprop P ortfolio 44

7. Information on Share Capital 44

8. Distribution Policy 46

9. Material capital commitments, contingent liabilities and lease payments 47

10. Material borrowings 47

11. Acquisitions and disposals 47

12. Additional information 47

13. Information incorporated by reference 50

Annexure A Information relating to the Property Portfolio 52

Annexure B Trading history on the JSE 5 7

37

REVISED LISTING PARTICULARS

1. INCORPORATION, HISTORY AND NATURE OF BUSINESS

1.1 Background and prospects

The history and prospects of the Fund are set out in paragraph 8.1 and 8.2 of this Circular.

The Fund’s financial year-end is 31 March.

Details of the registered office of the Fund, the transfer office, date and place of incorporation and date of registration are included in the Corporate Information section of this Circular. Details of the Fund’s company secretary, reporting accountants, investment bank, legal advisor and sponsor are set out in the Corporate Information section of this Circular.

2. PURPOSE OF THE REVISED LISTING PARTICULARS

Investec Property Fund has entered into an agreement with Zenprop to acquire a portfolio of 26 properties and letting enterprises, as detailed in paragraph 1.1 of this Circular. The Revised Listing Particulars are required in terms of the Listings Requirements, due to the Fund issuing Shares in terms of the Acquisition as detailed in paragraph 1.3 of this Circular.

3. MANAGEMENT OF THE FUND

Details of the Manager are set out in paragraph 8.4 of this Circular.

4. PROPERTY PORTFOLIO

After the implementation of the Acquisition, the Fund will have a Property Portfolio consisting of 128 properties with a rentable area of approximately 1,342,676m2 and will be valued at approximately R16. 1 billion. In addition, the Fund will have an investment in IAPF of R0.3 billion.

The full details of the Property Portfolio, including the Zenprop Portfolio, appear in Annexure A of these Revised Listing Particulars.

38

4.1 Analysis of the Property Portfolio

An analysis of the Property Portfolio as at the Last Practicable Date, in respect of sector , geograph y, tenant and lease expiry profiles is set out below:

4.1.1 Geographic spread – GLA

69%

10%

10%

5%

2%

2%

1%

1% 0%

Gauteng

KwaZulu-Natal

Western Cape

Free State

Limpopo

Mpumalanga

Eastern Cape

Northern Cape

North West

4.1.2 Geographic spread – revenue

Gauteng

KwaZulu-Natal

Western Cape

Free State

Limpopo

Mpumalanga

Eastern Cape

Northern Cape

North West66%

13%

10%

6%

2%

2%

1%

0%0%

39

4.1.3 Sectoral spread – GLA

48%

21%

31%

Industrial

Office

Retail

4.1.4 Sectoral spread – revenue

26%

35%

39%

Industrial

Office

Retail

4.1.5 Sectoral spread – value

68%

14%

19%

A

B

C

40

4.1.6 Tenant spread – GLA

67%

16%

17%

A

B

C

4.1.7 Tenant spread – revenue

68%

14%

19%

A

B

C

A Large, international, national, listed (larger than R2 billion), large professionals, government and major franchises

B National, small listed, local government and medium professional fi rms

C Other – 420 tenants are included in category C

41

4.1.8 Lease expiry

The lease expiry profile below reflects leases expiring per sector as a percentage of both GLA and income receivable for the Property Portfolio.

4.1.8.1 Lease expiry – GLA

0.6%

1.4%

2.1% 4.3%

12.2

%

4.9% 6.4%

5.0% 4.

2%

27.6

%

1.0% 4.

1% 5.8%

4.3%

16.2

%

6.4% 12

.0%

12.9

%

12.8

%

55.9

%

0.0%

10.0%

20.0%

30.0%

40.0%

50.0%

60.0%


Office Industrial Retail Total IPF

4.1.8.2 Lease expiry – revenue

0.9%

2.5%

3.4%

7.4%

20.4

%

1.5%

2.7%

2.9%

2.5%

16.6

%

1.5%

5.1% 7.

8%

6.5%

18.4

%

3.9% 10

.2%

14.1

%

16.3

%

55.4

%0.0%

10.0%

20.0%

30.0%

40.0%

50.0%

60.0%


Office Industrial Retail Total IPF

42

4.1.9 Occupancy profile by sector

96.7% 97.9% 98.6% 97.9%

3.3% 2.1% 1.4% 2.1%

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

Office Industrial Retail Total

Tenanted Vacant

4.1.10 Rental escalations, rental per square metre and average annual property yield

The weighted average gross rental1 per m2 p.a. by rentable area excluding vacant GLA, for the Property Portfolio is:

Retail 105. 10Industrial 5 0.52Office 149.32

1Gross rental includes contractual rental, operating costs and assessment rates but excludes parking and other recoveries.

The annualised weighted average rental escalation based on existing leases is 7.9%.

The average annualised property yield for the forward 12 months following the Acquisition is 8.5%.

5. DIRECTORS

5.1 Directors of the Fund

Details of Directors of the Fund are set out in the IPF Annual Report, as incorporated by reference in paragraph 13 of th ese Revised Listing Particulars, and detailed in paragraph 9 of this Circular.

Nicholas Riley was appointed as chief executive officer effective on 1 April 2015. Sam Leon stepped down as chief executive officer and was nominated as non-executive deputy chairperson on 1 April 2015. Khumo Shuenyane was appointed to the Board as an independent non-executive Director on 18 June 2015. Andrew Wooler was appointed as Chief Financial Officer with effect from 17 August 2015. David Donald retired as an executive director on 17 August 2015.

Details of the appointment of directors are set out in the IPF Annual Report and Pre-Listing Statement, as incorporated by reference in paragraph 13 of th ese Revised Listing Particulars.

Resumés of the Directors are set out in the IPF Annual Report, as incorporated by reference in paragraph 13 of th ese Revised Listing Particulars, except for the resume of Andrew Wooler, as set out below:

Name Andrew R Wooler (33)


Qualifications B Bus Sci Finance (Hons), ACA (ICAEW UK)

Current position Chief Financial Officer

Resumé Andrew has been part of the Fund’s executive management team since joining Investec in August 2012 when the Fund had R2 billion of assets. Prior to this, Andrew spent 8 years in the UK where he qualified as a chartered accountant with BDO Stoy Hayward. Post qualification, Andrew worked for a boutique corporate advisory firm in London and later headed up the team at Caesars Entertainment UK that was responsible for driving profitability and rolling out new business opportunities across the EMEA region.

43

The relevant provisions of the Memorandum of Incorporation relating to the qualification, remuneration, borrowing powers and appointment of Directors are set out in the Pre-listing Statement, as detailed in paragraph 13 of th ese Revised Pre-Listing Particulars. The borrowing powers of Directors have never been exceeded.

5.2 Appointment of Chief Financial Officer

Andrew Wooler has been appointed as Chief Financial Officer of the Fund. Andrew is a full-time employee of Investec Property whose services are dedicated to the Fund (through the Manager) under the Asset Management Agreement.

Prior to the appointment, the Audit and Risk Committee considered his appointment and was satisfied that he has the appropriate expertise and experience to be appointed in such capacity.

5.3 Qualification and borrowing powers of the Directors

The qualification and borrowing powers of the Directors are set out in the Pre-listing Statement, as detailed per paragraph 13 of these Revised Listing Particulars. This has not changed since the Pre-listing Statement.

5.4 Directors’ declarations

None of the appointed Directors have:

• been adjudged bankrupt or insolvent or entered into any individual voluntary compromise arrangements or been involved in any business rescue plans and/or resolutions proposed to put any entity under business rescue and/or applications and/or notices to put any entity under business rescue, or receiverships, compulsory liquidations, creditors voluntary liquidations, administrations, company voluntary arrangements or any compromise or arrangements with creditors generally or any class of creditors of any company where he was a director with an executive function of such company at the time of or within the 12 months preceding any such event;

• entered into any compulsory liquidations, administrations or partnership voluntary arrangements of any partnerships where such Directors are or were partners during the preceding twelve months;

• entered into any receiverships of any asset(s) or of a partnership where such Directors are or were partners during the preceding 12 months;

• been publicly criticised by a statutory or regulatory authority, including recognised professional bodies or disqualified by a court from acting as a director of a company or from acting in the management or conduct of the affairs of any company;

• convicted of an offence resulting from dishonesty, fraud or embezzlement or convicted in any jurisdiction of any criminal offence or any offence under legislation relating to the Companies Act or disqualification by a court to act as a director in terms of the Companies Act;

• removed from an office of trust on the grounds of misconduct, involving dishonesty; and/or

• any court orders declaring such Director delinquent or placing him under probation in terms of section 162 of the Act and/or section 47 of the Close Corporations Act, 1984 (Act No 69 of 1984) or disqualifying him to act as a director in terms of section 219 of the Companies Act, 1973 (Act No 61 of 1973).

There are no restraint of trade payments applicable to any Director.

5.5 Remuneration of Directors

The remuneration paid by the Fund to the non-executive Directors is set out in the IPF Annual Report, as detailed in paragraph 16 of this Circular, and further detailed in paragraph 9.4 of this Circular.

There will be no variation in the estimated remuneration receivable by any of the Directors or officers of the Manager as a direct consequence of the Acquisition.

No amount has been paid to any Director or officer of the Manager in cash or securities or otherwise to induce him or her to become or to qualify him or her as a Director.

Save for the relationship with the Fund and the Manager, and any arrangement between the Manager and third parties as permitted under the Asset Management and Property Management Agreement, the business of the Fund, or any part thereof, is not managed or proposed to be managed by any third party under contract or arrangement.

No fees have been paid or accrued as payable to a third party in lieu of Directors’ fees.

44

5.6 Directors’ interests

The Directors’ interests in securities are set out in paragraph 9.2 of this Circular.

Directors’ interests in transactions and the Manager’s interests in transactions are set out in paragraph 9.3 of this Circular.

Other than the interests of Directors or officers of the Manager disclosed in this Circular through their employment or directorships within the Investec Group of companies, no Director or officer of the Manager currently has or has had any interest, directly or indirectly, in any transaction which is, or was, material to the business of the Fund and which was effected by the Fund during the current or immediately preceding Financial Year or during an earlier Financial Year and which remains in any respect outstanding or unperformed.

5.7 Retirement of directors

The retirement and rotation policy of the Directors are set out in the Pre-listing Statement as detailed per paragraph 13 of these Revised Listing Particulars. This has not changed since the Pre-listing Statement.

5.8 Board committees

The board committees are set out in the IPF Annual Report, as detailed in paragraph 13 of this Circular.

5.9 Fund secretary

The company secretarial role is performed by Investec Bank Limited. The role of company secretary is performed by Niki van Wyk who oversees the company secretarial services rendered by Investec Bank Limited to Investec Property Fund Limited. Ms van Wyk is not a director or a shareholder of the Fund.

Prior to her appointment, the Audit and Risk Committee considered her appointment and was satisfied that she has the appropriate competence, qualifications and experience to be appointed in such capacity. The Directors are of the opinion that Ms van Wyk maintains an arm’s length relationship with the board and the individual Directors as envisaged by the JSE Listings Requirements.

6. FINANCIAL INFORMATION RELATING TO THE ZENPROP PORTFOLIO

6.1 Forecast financial information

The forecast financial information relating to the Zenprop Properties for the 5 months ending 31 March 2016 and year ending 31 March 2017 is set out in Annexure 1 of this Circular.

The Independent Reporting Accountants’ limited assurance report on the forecast statement of comprehensive income of the Zenprop Properties is contained in Annexure 2 of this Circular.

6.2 Pro forma statement of financial position

The pro forma financial effects of IPF reflecting the effect of the Acquisition is set out in paragraph 4.2 of this Circular.

Annexure 1 of this Circular contains the pro forma statement of financial position of IPF together with the assumptions upon which the financial effects are based, as indicated in the notes thereto in Annexure 1.

The Independent Reporting Accountants’ report on the pro forma statement of financial position of IPF appears in Annexure 2 of this Circular.

7. INFORMATION ON SHARE CAPITAL

7.1 Capital structure

The issued Share capital of the Fund before and after the Acquisition is set out in paragraph 5 of this Circular.

7.2 Major and controlling Shareholders

The major and controlling Shareholders are set out in paragraph 6 of this Circular.

45

7.3 Rights attaching to Shares

The rights attaching to the Shares may be varied by special resolution of the Fund approving such variation and, either with the consent in writing of the holders of three-quarters in nominal value of the issued Shares, or with the sanction of a resolution in the nature of a special resolution passed at a separate meeting of the Shareholders, in accordance with the provisions of the Memorandum of Incorporation . At any general meeting, every Shareholder present in person or by proxy (or if a body corporate, duly represented by an authorised representative) will have one vote on a show of hands and on a poll every Shareholder present in person or by proxy will have one vote for each Share held. All of the Shares are of the same class and rank pari passu in every respect.

The Shares, which are of no par value and which must be fully paid upon issue, carry no conversion and/or redemption rights. There are no contracts or arrangements, either actual or proposed, whereby any option or preferential right of any kind has been or will be given to any person to subscribe for Shares in the Fund.

Issues of Shares by the Fund will be undertaken in compliance with the Listings Requirements.

As at the date of this Circular, there are no contracts or arrangements, either actual or proposed, whereby any option or preferential right of any kind has been or will be given to any person to subscribe for Shares.

The issue or disposal of the authorised but unissued Shares are under the control of the Shareholders in general meeting.

7.4 Alterations to Share capital

The following issues of Shares have occurred in the three years preceding the Last Practicable Date:

• The Fund implemented a rights offer in November 2012 in order to fund a number of acquisitions to the value of R1.5 billion. The Fund issued 113,220,000 Shares at a rights offer price of R13.82, which equated to a discount of 8.4% to the 30-day VWAP;

• The Fund issued Shares from December 2012 to August 2013 to part fund the acquisitions of a portfolio of properties from S Giuricich Holdings Proprietary Limited and its subsidiaries for R742.8 million and a portfolio of properties from Investec Property for a total of R442.3 million. The Shares were issued ex- dividend as follows:

• 17,000,000 Shares issued to S Giuricich Holdings Proprietary Limited at a price of R12.29 per Share, which was the 30-day VWAP at 3 July 2012;

• 17,000,000 Shares issued to Investec Property at a price of R12.66 per Share, which was the 30-day VWAP at 19 July 2012.

• The Fund implemented a bookbuild to the value of R600 million in November 2013 in order to reduce the Fund’s gearing post a number of debt-funded acquisitions and the investment in Investec Australia Property Fund. 41,011,620 Shares were issued at a price of R14.63, which equated to a discount of 5% to the 30-day VWAP;

• The Fund implemented a book build to the value of R291 million in October 2014 to partly fund the acquisition of a portfolio of properties from Investec Property. 18,889,966 Shares were issued at a price of R15.40, which equated to a discount of 0.1% to the 30-day VWAP;

• The Fund issued Shares in terms of vendor placements to RPP for R13.66 per Share, which equated to a discount of 5% to the 30-day VWAP on the announcement date and included an adjustment for the accrued distribution up until announcement, as follows:

• June 2014: 801,928 Shares

• July 2014: 5,776,592 Shares

• September 2014: 440,309 Shares

• November 2014: 444,279 Shares

the proceeds of which were used to part fund the acquisition of a portfolio of 15 office and two industrial properties for a purchase consideration of R571.6 million;

• The Fund issued 2,729,126 Shares in terms of a vendor placement to Lekup at the 30-day VWAP of R14.18 at 1 June 2014, to part fund an acquisition of a property to the value of R77.4 million;

• The Fund issued 331,034 Shares in terms of a vendor placement to Intercare at a price of R14.50 per Share (equating to a discount of 5%) in March 2015, to part fund the acquisition of a property for R48 million;

46

• The Fund issued 35,234,899 Shares to Investec Property as part settlement of the purchase consideration for a portfolio of properties acquired from Investec Property in February 2015. The Shares were issued at R14.90 per Share, which equates to a premium of 2% to the ex dividend closing price on signature of the agreement; and

• The Fund issued 12,488,699 Shares in terms of a dividend reinvestment plan in June 2014 and a further 8,288,212 Shares in June 2015. The Shares were issued at a price of R13.70 (equating to a 3.8% discount to the five-day VWAP) in June 2014 and at a price of R16.50 in June 2015.

In addition, the Fund has agreed to issue 35,761,709 Shares to Investec as a vendor placement at R 15.70 per Share in order to part settle the Griffin acquisition.

There have been no repurchases, sub-divisions or consolidations of Shares undertaken by the Fund in the past three years, other than collapsing of the debenture structure in August 2013.

7.5 Trading history

The Share prices and volume histories of Shares on the JSE:

• in the 12 months prior to the Last Practicable Date;

• in the 30 days preceding the Last Practical Date,

are set out in Annexure B.

7.6 Other listings

The Fund has no other listings on stock exchanges. None of the subsidiaries of the Fund are listed on a stock exchange.

8. DISTRIBUTION POLICY

The distribution policy of the Fund, as set out in the Memorandum of Incorporation is detailed below:

8.1 The Fund:

8.1.1 may make distributions from time to time, provided that:

8.1.1.1 any such distribution:

8.1.1.1.1 is pursuant to an existing legal obligation of the Fund, or a court order; or

8.1.1.1.2 has been authorised by the Board, by resolution, and, save in the case of:

8.1.1.1.2.1 a pro rata payment to all Shareholders (except one which result in Shareholders holding Shares in an unlisted entity which requires the sanction of an Ordinary Resolution); or

8.1.1.1.2.2 cash dividends paid out of retained income; or

8.1.1.1.2.3 capitalisation issues; or

8.1.1.1.2.4 scrip dividends incorporating an election to receive either capitalisation Shares or cash,

it has been sanctioned by ordinary resolution;

8.1.1.2 it reasonably appears that the Fund will satisfy the solvency and liquidity test immediately after completing the proposed distribution;

8.1.1.3 the Board, by resolution, has acknowledged that it has applied the solvency and liquidity test and reasonably concluded that the Fund will satisfy the solvency and liquidity test immediately after completing the proposed distribution; and

8.1.1.4 no obligation is imposed, if it is a distribution of capital, that the Fund is entitled to require it to be subscribed for again;

8.1.2 must before incurring any debt or other obligation for the benefit of any Holders, comply with the requirements in clause 8.1.1,

and must complete any such distribution fully within 120 business days after the acknowledgement referred to in clause 8.1.1.3, failing which it must again comply with the aforegoing.

47

8.2 The Fund must hold all monies due to the Shareholders in trust indefinitely, but subject to the laws of prescription. No such monies shall bear interest as against the Fund.

8.3 The Fund shall be entitled at any time to delegate its obligations in respect of unclaimed dividends or other unclaimed distributions, to any one of the Fund’s bankers from time to time.

9. MATERIAL CAPITAL COMMITMENTS, CONTINGENT LIABILITIES AND LEASE PAYMENTS

The Fund has an obligation to settle the Purchase Consideration relating to the Acquisition, subject to the conditions precedent of the Acquisition Agreement, which obligation the Fund intends settling by way of raising new debt, the issue of the Consideration Shares and from the proceeds of the Rights Offer which is expected to be conducted prior to year-end. In addition, the Fund has an obligation to settle the purchase consideration in respect of the Griffin acquisition which will be funded by means of a vendor placement of R561 million and with debt of R280 million.

Save for this, Investec Property Fund had no material capital commitments, lease payments or contingent liabilities as at the Last Practicable Date.

10. MATERIAL BORROWINGS

Details of material borrowings are disclosed in the IPF Annual Report, as detailed in paragraph 16 of this Circular and in paragraph 10.4 of this Circular.

10.1 Borrowing powers

Details of borrowing powers and restrictions are set out in the Pre-Listing Statement, as detailed in paragraph 13 of these Revised Listing Particulars.

The borrowing powers of the Fund have not been exceeded in the previous three years.

10.2 Material loans

Loans and borrowings of Investec Property Fund are set out in the IPF Annual Report, as detailed in paragraph 16 of this Circular and in paragraph 10.4 of this Circular.

The Fund did not have any material loans receivable nor did it furnish any loan for the benefit of any Director or manager or any associate of any Director or manager.

11. ACQUISITIONS AND DISPOSALS

11.1 Properties acquired or to be acquired

Set out in Annexure A of this Circular, are details of all other immovable properties and/or fixed assets and or securities and/or business undertakings that have been acquired within the past three years or that are in the process of being, or are proposed to be acquired by the Fund, including the Zenprop Properties. No material immovable properties and/or fixed assets or securities and/or business undertakings are proposed to be acquired by the Fund, other than those contemplated in this Circular.

11.2 Properties disposed of or to be disposed

No material immovable properties and/or fixed assets and/or securities and/or business undertakings have been disposed of in the three years preceding these Revised Listing Particulars, or are to be disposed of within the first six months after the Last Practicable Date of these Revised Listing Particulars.

12. ADDITIONAL INFORMATION

12.1 Material change

The Directors confirm that there has been no material change in the financial or trading position of the Fund since its results for the year ended 31 March 2015, other than as disclosed in this Circular.

The main business of the Fund as stated in the Memorandum of Incorporation encompassed general trading in all aspects. On 27 January 2011, the main object was amended, restricting the Fund to engage in only long-term immovable property investment.

48

There has been no major change in the nature of property, plant and equipment and in the policy regarding the use thereof either in respect to the Fund.

There has been no material fact or circumstance in respect of the Fund that has occurred between 31 March 2015, being the date of the latest published financials and the date of this Circular, other than as disclosed in this Circular.

12.2 Material contracts

Details of the material contracts entered into by the Fund during the two years preceding these Revised Listing Particulars are detailed in paragraph 10.1 of this Circular.

The Fund is not subject to any royalty agreements.

12.3 Promoters’ and other interests

The Fund has not entered into any promoters’ agreements and thus no amounts have been paid or have accrued as payable within the preceding three years, nor have any amounts been proposed to be paid to any promoter.

There have been no commissions paid or accrued as payable within the preceding three years as commission to any person, including commission so paid or payable to any sub-underwriter. There have been no commissions, discounts, brokerages or other special terms granted in connection with the issue or sale of any securities, Shares in the capital of the Fund, where this has not been disclosed in the audited annual financial statements.

Other than in respect of the Directors, whose interests in Shares are disclosed paragraph 9.2 of this Circular, there are no other promoters which have had any material beneficial interest, direct or indirect, in the promotion of the Fund or in any property acquired or proposed to be acquired by the Fund or otherwise in the three years preceding the Last Practicable Date and no amount has been paid during this period, or is proposed to be paid to any other promoters.

Directors’ interests in transactions are disclosed in paragraph 9.3 of this Circular.

No Director, promoter, asset manager, trustee or custodian of the Fund currently has or has had any material beneficial interest, either direct or indirect, in relation to any property held by the Fund or to be acquired by the Fund, including b ut not limited to, where any of those persons is, or has contracted to become a tenant of any part of the property.

12.4 Conflict of interest

Investec will hold a 29.7% interest post the Griffin vendor placing and Rights Offer (equating to a value of approximately R3. 2 billion ) in the Fund on a proprietary basis and therefore its interests will be aligned with other Shareholders.

Investec is a specialist bank and asset management group, engaging in, inter alia, investment banking activities, including corporate finance; capital market activities; the issuing of and trading in securities; the distribution of trading and research; custodial and trustee services, lending activities, property investments and investment management. Investec may and does sponsor, manage and participate in other securities and property investment activities and programs unrelated to the Fund’s business (some of which may compete with the Fund’s investment activities) and may be engaged in other business activities (including, among other things, investing for its own account or for other clients). Accordingly, the Fund may participate in transactions in respect of which Investec may have an interest, whether direct or indirect, or via a relationship of whatever nature with another party.

In particular, Investec entities have entered into a number of agreements or arrangements in relation to the Fund, most notably:

• The Asset Management and Property Management Agreement the terms of which (including fees payable) have been summarised in paragraph 8.4.2 of this Circular;

• Various directors of the Manager are also Directors of the Fund;

• Investec is a lender to the Fund; and

• Invest ec has been appointed as Investment Bank and Sponsor in terms of the Acquisition.

Conflicts of interest that may arise will be managed appropriately in accordance with Investec’s conflicts policy and procedures. The Directors and employees of the Manager are governed and bound by this policy.

49

In the event that the Fund is presented with an investment proposal involving a property owned (in whole or in part), directly or indirectly, by Investec or any other related disposition of assets, such interest will be fully disclosed to the Fund and will be referred to the Investment Committee and the Board. The Investment Committee and the Board must approve any such proposals referred to it before the investment or divestment is made. In the event that any Directors and/or employees of the Manager are conflicted between their employment roles and their positions on the Board or Investment Committee, such persons will recuse themselves from such decisions. In the event that the Investment Committee or any party believes that a prospective investment or relationship raises concerns as regards conflicts of interests, it will inform the Board, which will decide on an appropriate resolution of the matter.

12.5 Expenses

Details of the expenses incurred to date relating to this Circular and Revised Listing Particulars are set out in paragraph 13 of this Circular.

12.6 Corporate governance

The Fund and its Directors are committed to the principles of effective corporate governance and application of the highest ethical standards in the conduct of its business and affairs.

The Board supports and substantially complies with the principles of effective corporate governance as set out in King III as set out in the IPF Annual Report, as detailed in paragraph 13 of these Revised Listing Particulars.

The corporate governance statement of the Fund is set out in the IPF Annual Report, as detailed in paragraph 13 of these Revised Listing Particulars. The policy evidencing a clear balance of power and authority at a Directors level is included in the corporate governance statement.

12.7 Government protection and investment encouragement law

There is no government protection or investment encouragement law affecting the business of the Fund.

12.8 Litigation statement

Any legal or arbitration proceedings or legal actions are disclosed in paragraph 10.6 of this Circular.

12.9 Working capital statement

The working capital statement of the Fund is set out in paragraph 10.5 of this Circular.

12.10 Experts’ consents

Details of experts’ consents are set out in paragraph 14 of this Circular.

12.11 Documents available for inspection

A schedule of documents that are available for inspection is set out in paragraph 17 of this Circular.

50

13. INFORMATION INCORPORATED BY REFERENCE



Document reference

Audited financial statements IPF Annual Report 2015


Pages 50 – 85

Provisions of the Articles relating to the qualification, remuneration, borrowing powers and appointment of Directors



Annexure 14

Appointment of Directors 5.1.1 IPF Annual Report 2015


Pre-Listing Statement


Page 41

Paragraph 8.2 and Annexure 14

Resumes of directors 5.1.1 IPF Annual Report 2015


Pages 17-18

Qualification and borrowing powers of Directors



Paragraph 8.2 and Annexure 14

Retirement of Directors 5.1.7 Pre-Listing Statement


Annexure 14

Board committees 5.1.8 IPF Annual Report 2015


Page 43

Loans and borrowing powers 10.1 Pre-Listing Statement


Paragraph 14

51



Document reference

Corporate governance 12.6 IPF Annual Report 2015 (https://www.investec.co.za/products-and-services/investing/property-fund/investec-property-fund-investor-relations/financial-results.html)

Pages 39 – 44

Application of King III 12.6 IPF Annual Report 2015


Page 39; 87 – 90

SIGNED ON 11 SEPTEMBER 2015 BY AND ON BEHALF OF THE DIRECTORS OF INVESTEC PROPERTY LIMITED

Nicholas RileyDuly Authorised

Sandton 11 September 2015

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57

No

tes:

1.

The

pur

chas

e co

nsid

erat

ions

of t

he a

bove

Zen

prop

Pro

pert

ies

and

lett

ing

ente

rpri

ses

ha ve

bee

n in

clud

ed in

par

agra

ph 3

.2 o

f thi

s C

ircul

ar, i

n th

e co

lum

n “V

alue

” .2.

T

he G

riff

in p

rope

rtie

s w

ere

acqu

ired

on a

por

tfol

io b

asis

, as

deta

iled

in p

arag

raph

8.3

of t

he C

ircul

ar.

3.

The

IPF

por

tfol

io p

re t

he A

cqui

sitio

n ar

e th

e va

lues

per

the

IPF

Ann

ual R

epor

t. T

he G

riff

in p

rope

rtie

s va

lue

is pe

r th

e SE

NS

anno

unce

men

t da

ted

5 Ju

ne 2

015.

The

Zen

prop

Por

tfol

io h

as b

een

valu

ed b

y an

in

depe

nden

t va

luer

, who

is r

egis

tere

d in

ter

ms

of t

he P

rope

rty

Val

uers

Pro

fess

ion

Act

, No

47 o

f 200

0. 4.

N

o pr

oper

ties

are

occu

pied

for

an a

ltern

ativ

e us

e.

5.

Car

ryin

g va

lue

repr

esen

ts a

par

tially

com

plet

ed d

evel

opm

ent

as a

t 31

Mar

ch 2

015.

Thi

s ha

s be

en c

ompl

eted

and

ope

ned

in Ju

ly 2

015.

6.

Wei

ghte

d av

erag

e ne

t re

nt p

er s

quar

e m

etre

incl

udes

con

trac

tual

ren

tal e

xclu

ding

par

king

, ope

ratin

g co

sts,

asse

ssm

ent

rate

s an

d ot

her

reco

veri

es.

7.

Expe

cted

effe

ctiv

e da

te.

57

Annexure B

TRADING HISTORY ON THE JSE

The high, low and closing prices of IPF Shares on the JSE, and the volumes traded, since 2 4 July 201 5 were as follows:

Daily (30 days)

Date Closing (cents)

High (cents)

Low (cents)

Volume(shares)

Value (Rand)

2015-09-04 1 553 1 580 1 553 97 106 1 511 871 2015-09-03 1 570 1 590 1 570 80 321 1 273 423 2015-09-02 1 590 1 590 1 551 31 306 491 156 2015-09-01 1 558 1 627 1 542 1 317 884 20 883 150 2015-08-31 1 600 1 636 1 599 571 225 9 140 019 2015-08-28 1 610 1 630 1 595 467 764 7 522 028 2015-08-27 1 588 1 595 1 585 235 545 3 743 372 2015-08-26 1 594 1 597 1 585 291 621 4 637 523 2015-08-25 1 594 1 649 1 550 599 935 9 538 066 2015-08-24 1 593 1 633 1 585 556 246 8 890 275 2015-08-21 1 645 1 740 1 620 59 362 969 905 2015-08-20 1 620 1 669 1 590 710 784 11 497 770 2015-08-19 1 645 1 707 1 644 507 288 8 377 932 2015-08-18 1 650 1 678 1 640 724 211 11 952 910 2015-08-17 1 650 1 730 1 614 530 747 8 708 502 2015-08-14 1 606 1 725 1 606 2 383 009 39 004 180 2015-08-13 1 680 1 775 1 670 547 813 9 290 708 2015-08-12 1 719 1 785 1 675 520 634 9 129 459 2015-08-11 1 785 1 829 1 769 676 417 12 168 010 2015-08-07 1 800 1 825 1 750 610 820 10 991 880 2015-08-06 1 780 1 802 1 745 199 503 3 553 984 2015-08-05 1 802 1 802 1 721 35 233 606 759 2015-08-04 1 720 1 729 1 676 1 064 043 18 294 520 2015-08-03 1 715 1 725 1 681 1 382 759 23 719 150 2015-07-31 1 709 1 787 1 709 192 713 3 370 899 2015-07-30 1 745 1 829 1 727 92 340 1 617 220 2015-07-29 1 726 1 738 1 710 53 738 921 416 2015-07-28 1 710 1 710 1 694 130 024 2 210 118 2015-07-27 1 710 1 721 1 699 2 682 545 45 831 620 2015-07-24 1 725 1 725 1 600 42 631 702 693 Monthly (12 months) 2015-08-31 1 600 1 829 1 550 12 674 959 211 736 900 2015-07-31 1 709 1 829 1 504 7 463 245 124 300 800 2015-06-30 1 580 1 710 1 552 45 824 203 724 058 600 2015-05-29 1 675 1 761 1 610 11 657 838 196 281 900 2015-04-30 1 700 1 726 1 650 15 180 396 260 296 700 2015-03-31 1 701 1 810 1 585 5 609 939 94 673 000 2015-02-27 1 719 1 810 1 620 5 420 509 92 230 030 2015-01-30 1 772 1 830 1 586 6 423 214 106 572 700 2014-12-31 1 590 1 650 1 585 4 877 107 78 268 580 2014-11-28 1 599 1 699 1 485 3 538 529 55 865 960 2014-10-31 1 570 1 588 1 465 3 075 415 47 156 690 2014-09-30 1 529 1 595 1 465 3 635 611 56 163 480

58

Annexure 1

CONSOLIDATED FORECAST FINANCIAL INFORMATION OF THE ZENPROP PORTFOLIO FOR THE FIVE MONTHS ENDING 31 MARCH 2016 AND THE FURTHER TWELVE MONTHS ENDED 31 MARCH 2017

The profi t forecast of the Zenprop Portfolio for the fi ve months ending 31 March 2016 and the further twelve months ended 31 March 2017 is set out in the table below and should be read in conjunction with the Reporting Accountants’ limited assurance report thereon, which is included in Annexure 2 to this Circular.

The Directors are responsible for the profi t forecast including the assumptions on which it is based, and for the fi nancial information from which it has been prepared.

The forecast information has been prepared on a basis consistent with the accounting policies of the Fund and in compliance with IFRS.

Forecast Forecast

Notes

5 months ending 31 March 2016

12 months ending 31 March 2017

Revenue 3, 4 300,508,721 758,881,108Straight line revenue adjustment 28,005,369 44,256,017Total revenue 328,514,090 803,137,125Property expenses 6 (84,782,445) (213,664,457)Net property income 243,731,645 589,472,669Asset management fees 8 – –Net operating income 5 243,731,645 589,472,669IAPF income foregone 9 (5,864,564) (15,418,584)Finance costs 10 (129,803,382) (313,763,142)Net profit attributable to equity holders 108,063,699 260,290,943Less: straight-line revenue adjustment (28,005,369) (44,256,017)Distributable income 80,058,330 216,034,926Notes and assumptions:

The profit forecast for the five months ending 31 March 2016 and 12 months ending 31 March 2017 is based on the following assumptions:

1. Circumstances which affect the Fund’s business, but which are outside of the control of the Directors, will not change in a way that will materially affect the trading situation of the Fund;

2. No properties will be acquired or disposed of during the forecast period;

3. No unforeseen economic factors that will affect the lessees’ ability to meet their commitments in terms of the existing lease agreements have been included;

4. All existing lease agreements are valid. The proportion of rental revenue (excluding recoveries) that is non-contractual for the five months ending March 2016 and for the year ending March 2017 is 1.1% and 1.6% respectively. Non-contractual income comprises tenants on monthly leases, renewals under negotiation and exhibition income in the retail centres. It has been assumed that expiring leases will be renewed at market related rates;

5. No fair value adjustments to investment properties have been provided for;

6. Operating expenditure has been based on discussions with, and records of, the property managers and historical costs, taking into account the effects of inflation thereon. No material expenditure is forecast to change by more than 15% when compared to historical amounts. Material expenditure items are utilities and rates and taxes :

5 months to March 2016 12 months to March 2017

Utilities 33,663,192 83,827,424Rates and taxes 23,899,183 61,702,393

7. No material refurbishment capital expenditure or any other material capital expenditure is forecast in the five months ending 31 March 2016 and the twelve months ending 31 March 2017.

8. The asset management fee has been calculated at 0.0% in accordance with the ratcheted management fee set out in paragraph 3.3.7.

9. Income foregone on 17,271,157 IAPF shares, to be transferred to the Sellers as part of the purchase consideration.

10. Finance costs are calculated on an assumed all-in cost of debt of 8.8% per annum and assuming that 50% of the Purchase Consideration and transaction costs (of R70. 6 million) are funded by debt.

11. No deferred tax is calculated as a result of the Fund’s REIT status, which extends to its subsidiaries as defined by IFRS.

12. The assumed effective date is 1 November 2015, and hence the impact in the year ended 31 March 2016 is only five months.

The above assumptions are material to the forecast and the actual profit of the Fund will depend on them. Unforeseen events or circumstances may also occur subsequent to the date of this Circular and the actual results achieved during the five months ending 31 March 2016 and the twelve months ending 31 March 2017 may therefore differ materially from the forecast.

59

Annexure 2

INDEPENDENT REPORTING ACCOUNTANTS’ LIMITED ASSURANCE REPORT ON THE CONSOLIDATED FORECAST INFORMATION OF THE ZENPROP PORTFOLIO BEING ACQUIRED BY INVESTEC PROPERTY FUND

The DirectorsInvestec Property Fund Limited100 Grayston DriveSandton2196South Africa

INDEPENDENT REPORTING ACCOUNTANTS’ LIMITED ASSURANCE REPORT ON THE FORECAST INFORMATION OF INVESTEC PROPERTY FUND LIMITED (“THE COMPANY”)

We have examined the accompanying forecasts statement of comprehensive income for the fi ve months ending 31 March 2016 and the further twelve months ended 31 March 2017. We have also examined the forecast vacancy profi le by sector by gross lettable area (“forecast vacancy profi le”) set out in the circular.

Directors’ responsibility

The Directors of the Fund are responsible for the forecast, including the assumptions set out in Annexure 1, on which it is based, and for the fi nancial information from which it has been prepared. This responsibility, arising from compliance with the Listings Requirements of the JSE Limited, includes:

• Determining whether the assumptions, barring unforeseen circumstances, provide a reasonable basis for the preparation of the forecasts;

• Whether the forecasts have been properly compiled on the basis stated; and

• Whether the forecast is presented on a basis consistent with the accounting policies of the group in question.

Reporting accountants’ responsibility

Our responsibility is to provide a limited assurance report on the forecast prepared for the purpose of complying with the Listings Requirements of the JSE Limited and for inclusion in the circular to Investec Property Fund Limited’s shareholders. We conducted our limited assurance engagement in accordance with the International Standard on Assurance Engagements (ISAE) 3400, applicable to the Examination of Prospective Financial Information. This standard requires us to obtain suffi cient appropriate evidence as to whether or not:

• Management’s best-estimate assumptions on which the forecasts are based are not unreasonable and are consistent with the purpose of the information;

• The forecast is properly prepared on the basis of the assumptions;

• The forecast is properly presented and all material assumptions are adequately disclosed; and

• The forecast is prepared and presented on a basis consistent with the accounting policies of the Fund in question for the period concerned.

In a limited assurance engagement, the evidence gathering procedures are more limited than for a reasonable assurance engagement and therefore less assurance is obtained than in a reasonable assurance engagement. We believe our evidence obtained is suffi cient and appropriate to provide a basis for our limited assurance conclusion.

Summary of work performed

Sources of information used in arriving at our conclusion are as follows:

• Management prepared forecasts for the five months ending 31 March 2016 and the further 12 months ended 31 March 2017;

• Discussions with the Directors of the Fund regarding the forecasts presented;

60

• Discussions with the Directors of the Fund regarding the prevailing market and economic conditions;

• Lease agreements for a sample of the properties;

• Discussions with the individual property managers regarding the material expenditure items; and

• Valuation reports, prepared by the Independent Valuers appointed by the Fund in respect of the properties.

We have performed the procedures as set out in the SAICA circular 09/2005, The Reporting Accountants Reporting Responsibilities in terms of section 13 of the Listings Requirements of the JSE Limited:

Rental income

A sample selection was made from the forecast contracted rental income streams per the profi t forecast for the property portfolio and agreed to the underlying lease agreements. The total sample was greater than 70% of contracted revenue for the fi ve months ending 31 March 2016 and the further twelve months ended 31 March 2017.

The forecast rental income was determined with reference to existing rental agreements on a property by property basis.

Analytical procedures were performed to assess the reasonableness of management’s assumptions over both the period of vacancy between tenants and the escalation rate applied.

The straight-lining adjustment required by IFRS, of rental income generated by operating leases, was recalculated and agreed to the forecast model.

Turnover rentals were discussed with the property managers and analytical procedure were performed to assess the reasonableness thereof.

Uncontracted income

Determined the reasonableness of the assumptions made regarding uncontracted rental income, renewals and new leases.

Recalculated the percentage uncontracted rental income for each period.

Property expenses

Forecast property expenses were compared to unaudited prior period expenses and were discussed with the property managers. We obtained the independent valuer’s valuation reports for the portfolio of properties and inspected the information with respect to the property expenses that is contained in these reports.

Forecast recoveries as contained in the profi t forecast model were selected for the property portfolio and agreed to the underlying lease agreements where applicable and discussed with the property managers. Recoveries were compared against the correlating expense forecast and explanations were obtained for any signifi cant variances.

Portfolio expenses

The forecast transaction costs, fi nance raising, interest payable, company costs, asset management fees and other portfolio expenses were agreed to underlying legal agreements.

Material expenditure items

Examined the detailed forecast expenditure to ensure that all material expenditure items, as required by paragraph 13.14 (f) of the JSE Listings Requirements, were disclosed.

Application of accounting policies

We inspected whether the accounting policies as set out in the circular to be applied by the Fund in the future were applied consistently in arriving at forecast income and expenses.

Model review

We inspected the consistency and reviewed the mathematical accuracy of the model.

Vacancy profi le and lease expiry profi le

We inspected the individual property worksheets to ascertain that the vacancy profi le and the lease expiry profi le included in the forecast model is derived from the correct sources as required by section 13.18(d) and (e) of the JSE Limited Listings requirements.

For a sample of the properties, we agreed the dates of expiry of the selected individual leases refl ected in the individual property worksheets to the signed lease agreements.

61

Conclusion

Based on our examination of the evidence obtained, nothing has come to our attention which causes us to believe that:

• The assumptions, barring unforeseen circumstances, do not provide a reasonable basis for the preparation of the forecast;

• The forecast has not been properly compiled on the basis stated;

• The forecast has not been properly presented and all material assumptions are not adequately disclosed; and

• The forecast is not presented on a basis consistent with the accounting policies of the group in question.

Actual results are likely to be different from the forecast since anticipated events frequently do not occur as expected and the variations may be material. Accordingly no assurance is expressed regarding the achievability of the forecast.

Ernst & Young Inc.Director: Ernest van RooyenReporting Accountant SpecialistRegistered AuditorChartered Accountant (SA)

4 September 2015

62

Annexure 3

PRO FORMA FINANCIAL EFFECTS OF THE ACQUISITION ON THE STATEMENT OF FINANCIAL POSITION OF THE FUND

The pro forma statement of fi nancial position of the Fund before and after the Acquisition in terms of this Circular is set out below.

The pro forma statement of fi nancial position has been presented for illustrative purposes only and, because of its nature, may not fairly present the Fund’s fi nancial position nor the effect and impact of the Acquisition going forward. The Directors of the Fund are responsible for the compilation, contents and preparation of the pro forma information contained in this Circular and for the fi nancial information from which it has been prepared. Their responsibility includes determining that the pro forma fi nancial information has been properly compiled on the basis stated; the basis is consistent with the accounting policies of the Fund; and the pro forma adjustments are appropriate for the purposes of the pro forma fi nancial information disclosed in terms of the Listings Requirements.

The pro forma statement of fi nancial position is presented in a manner consistent in all respects with IFRS and with the basis on which the historical fi nancial information was prepared in terms of the Fund’s accounting policies. The pro forma statement of fi nancial position as set out below should be read in conjunction with the Independent Reporting Accountant’s limited assurance reports as set out in Annexure 4 to this Circular.

The purpose of the pro forma statement of fi nancial position is to illustrate the impact of the Acquisition . It has been assumed for purposes of the pro forma statement of fi nancial position that the Acquisition took place on 31 March 2015.

63

12

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64

Notes:

1. The “Audited IPF as at 31 March 2015” column is extracted from Investec Property Fund’s audited results for the year ended 31 March 2015.

2. Griffin acquisition – the Fund acquired a portfolio of properties from the Griffin group for R826.4 million. In addition to this, estimated transaction costs of R14.0 million have been capitalised to the value of the properties. Equity raising costs, which are directly attributable to the equity raise, of R4.1 million have been accounted for as a deduction from equity. In terms of the transaction agreements, the Fund will be reimbursed R3.0 million for property management fees for the first two years post the acquisition, which was deducted off the purchase price payable, and has been recognised as income received in advance. The properties are in the process of being transferred to the Fund. In order to facilitate the Griffin acquisition, Investec Bank Limited disposed of Investec Property Fund shares through a secondary placement on the market via an accelerated book build process and has irrevocably committed to subscribe for Investec Property Fund shares in terms of a vendor placement at a price equal to the price achieved in the book build, of R15.70 per Share. After fulfilment of all conditions precedent in terms of the acquisition, the Fund will issue Investec Bank Limited 35,761,709 Shares at a price of R15.70 per share. The remaining purchase consideration of R280.0 million will be settled in cash by utilising the Fund’s debt facilities.

3. “Double Flash” and “Friedshelf” columns are extracted from audited special purpose financial statements of each of the respective companies for the year ended 30 June 2015 and 28 February 2015 respectively. The statement of financial position of these entities has been audited by Ernst & Young Inc., who have issued a qualif ied opinion only in respect of the opening balances and opening retained earnings, due to the fact that Ernst & Young Inc. is not the auditor of these companies and was only engaged to audit the special purpose financial statements for the purpose of this transaction.

4. The “Pro forma financial effects of the Acquisition” column takes into account the following adjustments:

(a) The pro forma financial information is prepared on the basis that the purchase of these companies and properties does not meet the definition of IFRS 3, Business Combinations and was treated in terms of IAS 40 which effectively recognises the asset at cost plus transaction costs.

(b) The increase in the fair value of the properties that form part of Double Flash and Friedshelf to reflect the acquisition values in terms of the Zenprop Acquisition as follows:

(i) Double Flash fair value adjustment of R0.1 million

(ii) Friedshelf fair value adjustment of R67.7 million

(c) The purchase of letting enterprises for the remainder of the properties as detailed in this Circular for R5,917 million, being the purchase consideration of R7,060 million (excluding transaction costs) less R1,075 million for the purchase of Double Flash and Friedshelf, less the fair value adjustments on Double Flash and Friedshelf of R67.8 million.

(d) Transaction costs estimated at R70.6 million, as set out in paragraph 13 of the Circular, have been capitalised to the value of the properties. It has been assumed that none of the transaction costs relate to the rights offer.

(e) The elimination of the equity and the settlement of working capital (all balances, excluding Investment Property) reflected in the audited special purpose financial statements of each of the two companies being acquired being Double Flash and Friedshelf.

(f ) The elimination of the straight-line lease adjustment recognised in the audited special purpose financial statements of each of the two companies being acquired. The straight line adjustment will be calculated and recognised in terms of IFRS from the date of acquisition.

(g) The elimination of the borrowings recognised in the audited special purpose financial statements of each of the two companies being acquired will be settled by Zenprop in terms of the Acquisition Agreements.

(h) The elimination of the deferred tax balances. Investec Property Fund is a REIT and, accordingly, both the Fund and the subsidiaries are not subject to capital gains tax and does not recognise deferred tax.

(i) The settlement of the Purchase Consideration as follows:

(i) R0.80 billion will be settled through the issue of 48.5 million Shares at a price of R16.51 (ex dividend) to the Sellers, in compliance with the JSE Listing Requirements.

(ii) R0.20 billion will be discharged through the transfer to the Sellers of Investec Australia Property Fund shares owned by the Fund, at a price of R11.58 (ex-dividend) per share.

(iii) R6.06 billion, together with transaction costs of 1% of the Purchase Consideration, will be settled in cash and funded through a combination of debt and equity:

• R3.57 billion will be funded by debt raised on the properties acquired.

• R2.57 billion will be funded by a fully committed rights offer at an ex-dividend Rights Offer price of R15.00 (which represents a 9.1% discount to the 30 day VWAP (excluding accrued distribution) up to and including 6 August 2015).

If the Rights Offer is not fully subscribed, any shortfall will be taken up by Zenprop through the issue of Investec Property Fund Shares to Zenprop at the ex dividend Rights Offer price of R15.00 per share.

5. The “Post the Zenprop Acquisition” column reflects the unaudited pro forma statement of financial position after the Zenprop Acquisition.

Additional information not included in the pro formas above:

The Fund has undertaken the following additional corporate actions during the current financial period that are not reflected in the pro forma financial effects above:

1. Dividend Re-investment plan – 8,288,212 Shares were issued at a price of R16.50 per share.

65

Annexure 4

INDEPENDENT REPORTING ACCOUNTANTS’ LIMITED ASSURANCE REPORT ON THE CONSOLIDATED PRO FORMA STATEMENT OF FINANCIAL POSITION OF INVESTEC PROPERTY FUND IN RESPECT OF THE ACQUISITION


INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE COMPILATION OF THE PRO FORMA STATEMENT OF FINANCIAL POSITION OF INVESTEC PROPERTY FUND LIMITED (“THE COMPANY”)

To the Directors

We have completed our assurance engagement to report on the compilation of the pro forma statement of fi nancial position of Investec Property Fund by the Directors. The pro forma statement of fi nancial position, as set out in the circular, consists of Pro forma Statement of Financial Position and related notes, including a reconciliation showing all of the pro forma adjustments to the share capital, reserves and other equity items relating to Investec Property Fund (collectively “Pro forma Financial Information”). The Pro forma Financial Information has been compiled on the basis of the applicable criteria specifi ed in the JSE Listings Requirements.

The Pro forma Financial Information has been compiled by the Directors to illustrate the impact of the Acquisitions and the Offer, described in the circular, on the Fund’s fi nancial position as at 31 March 2015, as if the Acquisitions and the Offer had taken place as at 31 March 2015. As part of this process, information about the Fund’s fi nancial position has been extracted by the Directors from the Fund’s fi nancial statements for the period ended 31 March 2015, on which an unqualifi ed auditor’s report was issued.

Directors’ responsibility for the Pro Forma Financial Information

The Directors are responsible for compiling the Pro forma Financial Information on the basis of the applicable criteria specifi ed in the JSE Listings Requirements and described in the circular.


Our responsibility is to express an opinion about whether the Pro forma Financial Information has been compiled, in all material respects, by the Directors on the basis specifi ed in the Listings Requirements based on our procedures performed. We conducted our engagement in accordance with the International Standard on Assurance Engagements (ISAE) 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus which is applicable to an engagement of this nature. This standard requires that we comply with ethical requirements and plan and perform our procedures to obtain reasonable assurance about whether the Pro forma Financial Information has been compiled, in all material respects, on the basis specifi ed in the JSE Listings Requirements.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical fi nancial information used in compiling the Pro forma Financial Information, nor have we, in the course of this engagement, performed an audit or review of the fi nancial information used in compiling the Pro forma Financial Information.

As the purpose of Pro forma Financial Information included in a circular is solely to illustrate the impact of a signifi cant corporate action or event on unadjusted fi nancial information of the entity as if the corporate action or event had occurred or had been undertaken at an earlier date selected for purposes of the illustration, we do not provide any assurance that the actual outcome of the event or transaction at the Last Practicable Date would have been as presented.

66

A reasonable assurance engagement to report on whether the Pro forma Financial Information has been compiled, in all material respects, on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used in the compilation of the Pro forma Financial Information provides a reasonable basis for presenting the signifi cant effects directly attributable to the corporate action or event, and to obtain suffi cient appropriate evidence about whether:

• The related pro forma adjustments give appropriate effect to those criteria; and

• The Pro forma Financial Information reflects the proper application of those adjustments to the unadjusted financial information.

Our procedures selected depend on our judgment, having regard to our understanding of the nature of the Fund, the corporate action or event in respect of which the Pro forma Financial Information has been compiled, and other relevant engagement circumstances.

Our engagement also involves evaluating the overall presentation of the Pro forma Financial Information. We believe that the evidence we have obtained is suffi cient and appropriate to provide a basis for our opinion.

Opinion

In our opinion, the Pro forma Financial Information has been compiled, in all material respects, on the basis of the applicable criteria specifi ed by the JSE Listings Requirements and described in the circular.

Ernst & Young Inc.Director: Ernest van RooyenReporting Accountant SpecialistRegistered AuditorChartered Accountant (SA)4 September 2015

67

Annexure 5

INDEPENDENT REPORTING ACCOUNTANTS’ REVIEW OPINION ON THE EXISTENCE AND VALUATION OF THE ZENPROP PORTFOLIO OF PROPERTIES TO BE ACQUIRED BY INVESTEC PROPERTY FUND


INDEPENDENT REPORTING ACCOUNTANTS’ LIMITED ASSURANCE REPORT ON THE EXISTENCE AND RECOGNITION AND MEASUREMENT OF THE PROPERTIES AND LIABILITIES TO BE ACQUIRED BY INVESTEC PROPERTY FUND AT A VALUE DETERMINED IN ACCORDANCE WITH THE COMPANY’S ACCOUNTING POLICIES AND THE RECOGNITION AND MEASUREMENT CRITERIA OF IFRS AS REFLECTED IN THE “ADJUSTMENTS” COLUMN AND THE “AFTER THE ACQUISITIONS” COLUMN OF THE PRO FORMA STATEMENT OF FINANCIAL POSITION OF THE COMPANY

We have performed our limited assurance engagement for purposes of paragraph 13.16(e) of the Listings Requirements with regard to the existence and recognition and measurement of the properties and liabilities to be acquired by the Fund at a value determined in accordance with the Fund’s accounting policies and the recognition and measurement criteria of IFRS, issued in connection with the Acquisitions and Offer that are the subject of this circular as refl ected in the “Adjustments” column and the “After the Acquisitions” column of the pro forma statement of fi nancial position of the Fund.

This report and the conclusion contained herewith are provided solely for the benefi t of the board of directors for the purposes of their consideration of the proposed acquisition (the “Transaction”). This report is not addressed to and may not be relied upon by any other third party for any purpose whatsoever.

Directors’ responsibilities

The Directors are solely responsible for the compilation, contents and presentation of the pro forma statement of fi nancial position contained in the circular and for the fi nancial information from which it has been prepared, including the fi nancial information relating to the properties to be acquired.

Their responsibility includes determining that; the properties to be acquired by the Fund exist, have been valued in accordance with the Fund’s accounting policies and the recognition and measurement criteria of International Financial Reporting Standards (“IFRS”) and are correctly refl ected in the “Adjustments” column and the “After the Acquisitions” column of the pro forma statement of fi nancial position of the Fund in terms of the Listings Requirements.


Our responsibility is to express our limited assurance conclusion regarding the existence and recognition and measurement of the properties and liabilities to be acquired by the Fund at a value determined in accordance with the Fund’s accounting policies and the recognition and measurement criteria of IFRS, as refl ected in the “Adjustments” column and the “After the Acquisitions” column of the pro forma statement of fi nancial position of the Fund, included in the circular.

We conducted our limited assurance engagement in accordance with the International Standard on Assurance Engagements applicable to Assurance Engagements other than Audits or Reviews of Historical Financial Information – ISAE 3000 and paragraph 13.16(e) of the Listings Requirements. This standard requires us to comply with ethical requirements and to obtain suffi cient appropriate evidence on which to base our conclusion. We do not accept any responsibility for any reports previously given by us on any fi nancial information used in the compilation of the pro forma statement of fi nancial position beyond that owed to those to whom those reports were addressed by us at the dates of their issue.

68

Summary of work performed

Our procedures included making such enquiries and obtaining such written representations from the Directors and the Independent Valuers as we considered necessary, and specifi cally we:

• obtained written representation from the Directors that they have physically inspected all the properties, to confirm their existence;

• examined the title deeds for the properties to be acquired;

• compared the cost/value at which the properties are being acquired reflected in the “Adjustments” column and in the “After the Acquisitions” column of the pro forma statement of financial position of the Fund to the Independent Valuers’ valuations included in the circular;

• compared the cost/value at which the properties are being acquired reflected in the “Adjustments” column and in the “After the Acquisitions” column of the pro forma statement of financial position of the Fund to the underlying Sale and Purchase Agreements;

• enquired of the Directors as to the existence of any liabilities, unrecorded liabilities or contingencies;

• obtained written representation from the Directors that all the properties will be acquired free from any liabilities and/or encumbrances;

• made enquiries regarding the following matters pertaining to the work of the Independent Valuers in accordance with the guidelines in ISAE 3000 pertaining to the work of each of experts:

– the professional competence of the Independent Valuers, in particular, membership of an appropriate professional body and experience and reputation in the field;

– the independence of the Independent Valuers, including confirmation from each Independent Valuer that there were no actual or apparent conflicts of interest that might impair, or be perceived to impair, his or her objectivity;

– that the scope of the Independent Valuers’ work was not limited in any way;

– the assumptions and methods used;

– the Independent Valuers’ physical inspection of the properties being acquired;

• inspected Fund’s accounting policies with respect to Investment Properties and liabilities and considered whether these were in compliance with the recognition and measurement criteria of IFRS;

• considered whether the Fund’s accounting policies with respect to Investment Property were applied to the properties to be acquired as reflected in the “Adjustments” column and in the “After the Acquisitions” column of the pro forma statement of financial position; and

• for debt raised we agreed the numbers included in the adjustment column of statement of financial position with loan agreements in place.

In arriving at our conclusion, we have relied upon fi nancial information prepared by the Directors and other information from various public, fi nancial and industry sources. While our work performed has involved an analysis of the information provided to us, our limited assurance engagement does not constitute an audit or review of any of the underlying fi nancial information conducted in accordance with International Standards on Auditing or International Standards on Review Engagements and accordingly, we do not express an audit or review opinion.

In a limited assurance engagement the evidence-gathering procedures are more limited than for a reasonable assurance engagement and therefore less assurance is obtained than in a reasonable assurance engagement. We believe that our evidence obtained is suffi cient and appropriate to provide a basis for our conclusion.

Conclusion

Based on our examination of the evidence obtained and pursuant to Section 13.16(e) of the Listings Requirements, nothing has come to our attention which causes us to believe that:

• the properties to be acquired by the Fund and debt to be raised, as reflected in the “Adjustments” column and in the “After the Acquisitions” column of the pro forma statement of financial position of the Fund set out in the circular do not exist;

• the value at which the acquisition of the properties to be acquired by the Fund and debt to be raised, as reflected in the “Adjustments” column and in the “After the Acquisitions and Private Placement” column of the pro forma statement of financial position of the Fund as set out in the circular, is not in all material respects, in accordance with the accounting policies of the Fund and the recognition and measurement criteria of IFRS.

69

The valuation of the property assets does not necessarily refl ect the actual value the assets would achieve in a future transaction or the actual cash fl ows that will arise in future. The actual cash fl ows that will arise in future may differ from the anticipated cash fl ows used for valuation purposes since anticipated events may not occur as expected and the variation may be material. Accordingly no assurance is expressed regarding the achievability of the fair value in a future transaction.

Ernst & Young Inc.Director: Ernest van RooyenReporting Accountant SpecialistRegistered AuditorChartered Accountant (SA)4 September 2015

70

Annexure 6

INDEPENDENT VALUER’S ABRIDGED VALUATION REPORT ON THE ZENPROP PORTFOLIO

4 September 2015 Attention: The DirectorsInvestec Property Fund Limited100 Grayston DriveSandownSandton2196

Dear Sir,

RE: INDEPENDENT VALUERS’ REPORT ON THE PROPERTY PORTFOLIO FOR INVESTEC PROPERTY FUND LIMITED AS DETAILED IN THE SUMMARY SCHEDULE ATTACHED AND FOR WHICH THERE ARE DETAILED VALUATION REPORTS HELD BY INVESTEC PROPERTY FUND LIMITED

INTRODUCTION

I, MRB Gibbons, a duly authorised Professional Valuer, registered without restriction in terms of section 19 of the Property Valuers Professional Act, 2000 (Act No. 47 of 2000), of Suite 303, 3rd Floor, Newspaper House, 122 St. Georges Mall, Cape Town do hereby certify that to the best of my knowledge, I have valued the properties as at 1 July 2015 in order to determine their value on a discounted cash fl ow or capitalisation of net income basis as at the date specifi ed below

Total Value of the Properties: R7,165,700,000.00

71

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75

2. BASIS AND METHOD OF VALUATION

The valuation is based on market value.

Market value means the best price, at which the sale of an interest in properties may reasonably be expected to have been completed, unconditionally for a cash consideration on the date of valuation, assuming:

• a willing seller and a willing buyer in a market;• that, prior to the date of valuation, there had been a reasonable period (having regard to the nature of the

properties and the state of the market) for the proper marketing of the properties, for the agreement of price and terms and for the completion of the sale; and

• that the state of the market, level of values and other circumstances are, on any earlier assumed date of exchange of contracts, the same as on the date of the valuation.

The calculation of the market value of the properties have been based on income capitalisation. This is the fundamental basis on which commercial income producing properties are traded on the market in South Africa. This is also due to there being strong supporting evidence of open market rental rates and capitalisation rates which are evidenced by sales in the market.

Properties traded in the current market reflects a yield rate relationship between revenue and capital value. This rate is an accurate determinant of the capitalisation rate.

Discounted cash flow values have, however, also been calculated for the properties as a check to ensure that the capitalised value calculated is consistent with market norms and expectations.

The considerations for the capitalised valuations assume no vacancies and are based on a fully let tenancy profile. Vacancies have been propert y specific in that where there are vacancies we have allowed for default voids into perpetuity ranging from 1.0% to 2.5%. Current vacancies will be the subject of an income guarantee with the Sellers profiled properties which are offered on the market at realistic rentals generally lease relatively quickly, underwriting the demand in the area.

The valuation calculations are based on the following:

(a) Calculating the forward cash flow of all contractual and other income from the properties;

(b) Calculating the forward contractual and other expenditure as well as provisions for various expenses in order to provide for void or future capital expenditure to which the properties may be exposed;

(c) There is no loss of rental due to renovations or refurbishments currently being carried out on the buildings. There is, however, ongoing external maintenance work. There is no loss of rental as a result of these activities. We have allocated provisions for Repairs and Maintenance to the valuation for the properties which are not let in terms of Fully Repairing and Insuring Leases ;

(d) Generally the rentals are market related. This has been determined by comparing similar buildings in comparable areas to the properties valued, in terms of rental per square metre. The rental rates have also been checked against various published indices including the South African Properties Owners Association (SAPOA/IPD) index. Where some of the accommodation is over-rented, or that cannot be re-rented at the same or higher rental rate should such properties become vacant, the Discounted Cash Flow Calculations will revert to market rentals on expiry of those leases. Notwithstanding this there is therefore minimal potential for rental flow reversion. There is however, a positive upside potential for real growth in rental. This is provided that the economy remains in a slow recovery pattern as currently being experienced as that there are no major economic fluctuations which may upset the economy ;

(e) Capitalising the net contractual income derived from the properties for a period of one year in advance, calculated from 1 July 2015;

(f) The valuations have considered published market statistics regarding rental rates and expenditure for the different types of properties. It is also considered numerous other portfolios of similar properties in order to determine if any properties are over rented or have excessive expenditure .

3. VACANT OR SPARE LAND

To our knowledge there is no vacant or spare land which has been the subject of any valuation.

76

4. VALUATION QUALIFICATIONS

Qualifications are usually detailed as a consequence of leases under negotiation that have not yet been formalised; leases of a large nature where the premises are difficult to re-let; specialised properties; large exposure to a single tenant; potential tenant failure due to over-rent; expenses required for major repairs; maintenance or other exposure to maintain the lettability of the building; contingent expropriations or servitudes that may be enforced; poor lease records whereby the lease may be disputed or rendered invalid.

I have, to the best of my knowledge, considered all of these aspects in the valuation of the properties. The properties are not prejudiced in value by the influence of the above factors.

The valuer is however not responsible for the competent daily management of the properties that will ensure that this status is maintained, or for the change of any laws, services by local authority or economic circumstances that may adversely impact on the integrity of the buildings or the tenant profile .

5. OTHER GENERAL MATTERS AND VALUATION SUMMARY

A full valuation report will be available for inspection detailing tenancy, town planning, valuer’s commentary, expenditure and other details. This has been given to the directors of Investec Property Fund Limited.

6. ALTERNATIVE USE FOR THE PROPERT IES

The properties have been valued in accordance with their existing use which represents their market value. No alternative use for the properties has been considered in determining their value.

7. OTHER COMMENTS

Our valuations exclude any amounts of Value-added Tax, transfer duty, or securities transfer duty.

The properties have been valued as if wholly-owned with no account being taken of any outstanding monies due in respect of mortgage bonds, loans and other charges. No deductions have been made in our valuation for costs of acquisition.

The valuations are detailed in a completed state and no deductions have been made for retention or any other set-off or deduction for any purposes which may be made at the discretion of the purchaser when purchasing the properties. The valuations exclude any provision for capital expenditure which we are advised, has been provided for in the portfolio cash flow budgets. It is assumed that there is adequate provision to sustain the income levels projected.

Information on the properties regarding rental income, recoveries, turnovers and other income detail has been provided to me by the current owners and their managing agents.

I have received copies of the leases of the properties and have undertaken the necessary lease audit. The leases have been read to check against management detail, in order to ensure that management has correctly captured tenant information as per contractual agreement. This has been done to test management information against the underlying agreements.

I have further compared certain expenditure items given to me to the market norms of similar properties. This has also been compared to historic expenditure levels of the properties themselves. Historical contractual expenditures and municipal utility services were compared to the past performances of the properties in order to assess potential expenditure going forward.

All areas quoted within the detailed valuation reports will be those stated in the information furnished and verified where plans were available. To the extent that plans were not available, reliance was placed on the information submitted by the managing agents.

The properties have been valued in their existing states, before allocations of capital expenditure. I have not carried out any structural surveys, nor inspected those areas that are unexposed or inaccessible, neither have I arranged for the testing of any electrical or other services.

The valuations assume that formal environmental assessments are not required and further that the properties are not environmentally impaired or contaminated, unless otherwise stated in our reports.

The properties are not situated outside the Republic of South Africa.

77

8. SOURCES OF INFORMATION

Information relating to the Properties has been obtained and, where applicable, verified, from:

• Properties Managers

• Our physical inspection of the properties from 17th June 2015 to 17th July 2015 confirming the nature of improvements and the tenancies reflected in the lease schedules.

• A lease audit being undertaken by ourselves.

• Zenprop Properties Managers.

• Deeds Office; and Surveyor General’s Office & Local Authorities for verification of the Title Deeds, Erf diagrams, Municipal Valuations and Town Planning conditions.

• The Sellers

• SAPOA/IPD Index with regards to vacancy surveys, comparable market rentals, operating expense profiles, annualised rental and expense growth plus the Discount and Capitalisation Rate surveys.

• The Rode Report to confirm those fundamentals referred to in the point above.

9. TOWN PLANNING RESTRICTIONS/CONDITIONS AND MATERIAL CONTRAVENTIONS OF STATUTORY REQUIREMENTS

Full town planning details and title deeds have been supplied in the detailed valuation reports including conditions and restrictions and the properties has been checked against such conditions. This is to ensure that they comply with town planning regulations and title deeds. There do not appear to be any infringements of local authority regulations or deeds by the properties.

The valuations have further assumed that the improvements have been erected in accordance with the relevant Building and Town Planning Regulations and on inspection it would appear that the improvements are in accordance with the relevant town planning regulations.

10. LEASES

Our valuations have been based upon a lease audit and physical inspection of the properties confirming the actual tenant leases supplied to us by the owners and managing agents.

Contractual escalations range from 7.5% to 8.50% going forward and virtually all rentals detailed in this report are from existing contractual leases.

In respect of the properties – most of the leases are designed so that the expenses are paid by the Tenants.

There are no intra-group leases other than the rental guarantees for the vacant accommodation.

Save for considered assumptions being made with regard the renewal of leases, we confirm that the current rental income being achieved in the portfolio does not materially differ from the estimated future rental income.

11. OPTIONS OR BENEFIT/DETRIMENT OF CONTRACTUAL ARRANGEMENTS

The Newcastle, Nicol Grove – Seacom, Golfer’s Club, Union Castle and WNOP properties are the subject of options (rights of first refusal). If so exercised they will not form part of the portfolio.

To my knowledge there are no other contractual arrangements on the properties other than the leases as detailed in the report that have a major benefit or are detrimental to the fundamental value base of the property. The terms of which do not include any factors which affect value and therefore do not affect my calculations.

78

12. CONCLUSION

I confirm that to the best of my knowledge and belief there:

• are no options held by any third parties to purchase the Properties – other than the Newcastle, Nicol Grove – Seac om, Golfer’s Club, Union Castle and WNOP properties;

• have been no material changes between the date of the valuations and the last practicable date in any circumstances relating to the Properties, which would affect the valuation thereof.

I confirm that I have no pecuniary interest that would conflict with proper valuations of the Properties by the Fund, other than normal professional fees. With 24 years’ experience in properties valuation, the undersigned is qualified to express an opinion on the value of the Properties.

Yours faithfullyMILLS FITCHET MAGNUS PENNY

M. R. B. GibbonsNat. Dip. Prop. Val. MIV(SA) MRICSProfessional Valuer(Registered without restriction in terms of The Properties Valuers Act No. 47 of 2000)(Registration No. 4127)Suite 303, 3rd Floor, Newspaper House, 122 St. George’s Mall, Cape Town, 8001

79

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ts w

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ng t

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rs

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ay 2

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in p

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are

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in t

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ar

to IP

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48 m

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81


(Registration Number 2008/011366/06)ISIN: ZAE000180915 Share code: IPF

DirectorsS Hackner (Chairman)∆



LLM Giuricich∆

S Mahomed#

CM Mashaba#

MM Ngoasheng#

KL Shuenyane#

∆ Non-Executive# Independent Non-Executive

NOTICE OF GENERAL MEETING OF SHAREHOLDERS

Unless otherwise defi ned, the terms defi ned in the Circular to which this notice is attached and forms part, bear the same meanings in this notice, and in particular the resolutions set out below.

Notice is hereby given that a General Meeting of Shareholders of the Fund will be held on Wednesday, 14 October 2015 at 14:00 in the 2nd Floor Executive Boardroom, Investec Bank Limited, 100 Grayston Drive, Sandown, Sandton, 2196 for the purpose of considering and, if deemed fi t, passing, with or without modifi cation, the following special resolution and ordinary resolutions of the Fund as set out hereunder.

Kindly note that in terms of section 63(1) of the Act , meeting participants (including proxies) will be required to provide reasonable satisfactory identifi cation before being entitled to participate in or vote at the General Meeting. Forms of identifi cation that will be accepted include original and valid identity documents, driver’s licences and passports.

Record dates, proxies and voting

In terms of section 59(1)(a) and (b) of the Act, the Board of Directors of the Fund has set the record dates for purposes of determining which Shareholders are entitled to:

• receive notice of the General Meeting (being the date on which a Shareholder must be registered in the Fund’s securities register as a Shareholder in order to receive notice of the General Meeting) as Friday, 4 September 2015; and

• participate in and vote at the General Meeting (being the date on which the Shareholder must be registered in the Fund’s securities register as a Shareholder in order to participate in and vote at the General Meeting) as Friday, 9 October 2015.

Shareholders who have not dematerialised their Shares or who have dematerialised their Shares with ‘own name’ registration, and who are entitled to attend, participate in and vote at the General Meeting, are entitled to appoint a proxy to attend, speak and vote in their stead. A proxy need not be a Shareholder and shall be entitled to vote on a show of hands or a poll. It is requested that forms of proxy be forwarded so as to reach the Transfer Secretaries in South Africa by no later than 48 (forty eight) hours before the commencement of the General Meeting. If Shareholders who have not dematerialised their shares or who have dematerialised their shares with ‘own name’ registration, and who are entitled to attend, participate in and vote at the General Meeting, do not deliver forms of proxy to the Transfer Secretaries in South Africa by the

82

relevant time, such Shareholders will nevertheless be entitled to lodge the form of proxy in respect of the General Meeting immediately prior to the exercising of the Shareholders’ rights at the General Meeting, in accordance with the instructions therein, with the Chairman of the General Meeting.

Shareholders who have dematerialised their Shares, other than those Shareholders who have dematerialised their Shares with ‘own name’ registration, should contact their CSDP or broker in the manner and within the time stipulated in the agreement entered into between them and their CSDP or broker:

• to furnish them with their voting instructions; or

• in the event that they wish to attend the General Meeting, to obtain the necessary letter of representation to do so.

Every Shareholder present in person or represented by proxy and entitled to vote shall, on a show of hands, have only one vote irrespective of the number of Shares such Shareholder holds. On a poll, every Shareholder present in person or represented by proxy and entitled to vote, shall be entitled to one vote for each Share the Shareholder holds.

1. SPECIAL RESOLUTION: AUTHORITY TO ISSUE SHARES AS REQUIRED IN TERMS OF THE ACT

“RESOLVED AS A SPECIAL RESOLUTION that, subject to the approval of Ordinary Resolution 1 below, to the extent that the aggregate Investec Property Fund shares issued pursuant to the implementation of the Acquisition by issuing Shares to the Sellers at R16.51 per Share (ex-dividend) referred to in Ordinary Resolution 1 and in terms of the proposed Rights Offer at R15.00 per Share (ex-dividend) is equal to or exceeds 30% of the voting power of all shares presently in issue, the issue of all such Shares be and is hereby authorised and approved in terms of section 41(3) of the Act .”

This Special Resolution must be approved by a 75% majority of the votes cast by the Fund’s Shareholders present in person or by proxy or represented at the General Meeting.

The reason for the Special Resolution is that section 41(3) of the Act requires that companies obtain the approval of shareholders by special resolution for any issue of securities if the voting power of the securities that will be issued will be equal to or exceed 30% of the voting power of all the securities of that class held immediately before the issue. The effect of the Special Resolution will therefore be to grant the Fund the requisite approval to issue the shares as required in terms of section 41(3) of the Act.

2. ORDINARY RESOLUTION NUMBER 1 – APPROVAL OF THE ACQUISITION OF THE ZENPROP PORTFOLIO AS A CATEGORY 1 TRANSACTION

“RESOLVED AS AN ORDINARY RESOLUTION as required by the Listings Requirements , that the acquisition by the Fund of:

• 100% of the shares of, and loan claims in, Friedshelf 113 Proprietary Limited for the property referred to as Design Quarter;

• 100% of the shares of, and loan claims in, Double Flash Investments 51 Proprietary Limited for the property referred to as Nicol Grove - Seacom; and

• the letting enterprises for the remainder of the Zenprop Portfolio (as defined in the circular to which this notice of General Meeting is attached)

for a purchase consideration of R7.06 billion to be settled as follows:

• R0.80 billion through the issue of the Investec Property Fund Shares to Zenprop at a clean price of R16.51 per share (ex dividend);

• R0.20 billion through the transfer to Zenprop of Investec Australia Property Fund shares owned by the Fund at a price of R11.58 (ex dividend) per IAPF share; and

• the remaining R6.06 billion and associated transaction costs in cash, funded through a combination of debt and equity,

subject to the terms and conditions contained in the Acquisition Agreement concluded between the Fund and the Sellers .

The reason for Ordinary Resolution Number 1 is to approve the acquisition of the Zenprop Portfolio from the Sellers as a category 1 transaction as required by the Listings Requirements.

In terms of the Listings Requirements, a 50% plus 1 majority of votes of all Shareholders of the Fund present or represented by proxy at the General Meeting must be obtained in respect of this ordinary resolution to approve the acquisition.

83

3. ORDINARY RESOLUTION NUMBER 2 – AUTHORITY TO ISSUE SHARES AT A DISCOUNT OF GREATER THAN 10%

“RESOLVED AS AN ORDINARY RESOLUTION that, subject to the passing of the Special Resolution and Ordinary Resolution Number 1 and Ordinary Resolution Number 3, the Fund may issue the Shares to the Sellers at a price of R15.00 per Share if the Rights Offer is not fully subscribed, which may constitute a discount of greater than 10% to the 30-day VWAP.”

The reason for Ordinary Resolution Number 2 is to approve the issue of new Investec Property Fund Shares to the Sellers at R15.00 per share should the Rights Offer not be fully subscribed as part consideration of the Purchase Consideration as described in paragraph 1.3 of the Circular.

In terms of paragraph 5.62 of the Listings Requirements, Ordinary Resolution Number 2 must be approved by 75% of the votes cast by Shareholders present in person or by representation or proxy at the General Meeting (excluding the Sellers).

4. ORDINARY RESOLUTION NUMBER 3 – PLACING THE AUTHORISED BUT UNISSUED SHARES UNDER THE CONTROL OF THE DIRECTORS FOR THE PURPOSES OF THE ACQUISITION INCLUDING THE RIGHTS OFFER AND VENDOR ISSUE

“RESOLVED AS AN ORDINARY RESOLUTION that, subject to the passing of the Special Resolution and Ordinary Resolutions Numbers 1, 2 and 4, and the required filings with CIPC having been completed that approximately 219 488 165 shares of no par value in the authorised but unissued share capital of the Fund be and are hereby placed under the control of the Directors with specific authority to allot and issue such Shares upon such terms and conditions as they may determine for the specific purpose of implementing the Acquisition, including the proposed Rights Offer and the issuing of the shares in terms of the Acquisition, subject to the provisions of the Act, the Memorandum of Incorporation and the Listings Requirements.”

The reason for Ordinary Resolution Number 3 is to authorise the placing of the authorised but unissued Shares under the control of the Directors for the purposes of implementing the Acquisition including the Rights Offer and the issue of shares to the Sellers on the terms set out in the Acquisition Agreement and summarised in this Circular.

Ordinary Resolution Number 3 must be approved by a simple majority (that is, more than 50%) of the votes cast by Shareholders present in person or by representation or proxy at the General Meeting.

5. ORDINARY RESOLUTION NUMBER 4 – AUTHORITY OF DIRECTORS

“RESOLVED AS AN ORDINARY RESOLUTION that any one Director of the Fund be and is hereby authorised to do all such things and sign all such documents as required to give effect to the Special Resolution , Ordinary Resolution Number 1, Ordinary Resolution Number 2 and Ordinary Resolution Number 3 set out in this notice.”

The reason for Ordinary Resolution Number 4 is to grant a Director, and any such party approved by that Director, the authority to sign all such documents and take all such actions required to give effect to the resolutions set out above.

By order of the board

Investec Bank LimitedCompany Secretary

Sandton11 September 2015

84

Registered office100 Grayston DriveSandownSandton, 2196(PO Box 785700, Sandton, 2146)

Transfer secretariesComputershare Investor Services P roprietary Limited70 Marshall StreetJohannesburg, 2001(PO Box 61051, Marshalltown, 2107)

PRINTED BY INCE (PTY) LTD REF. JOB00 8594


(Registration number 2008/011366/06)Share code: IPF ISIN: ZAE000180915(“Investec Property Fund” or “the Fund”)

FORM OF PROXY (FOR USE BY CERTIFICATED AND “OWN NAME” DEMATERIALISED SHAREHOLDERS ONLY)

Where appropriate and applicable the terms defi ned in th e Circular to which this form of proxy is attached forms part of and shall bear the same meaning in this form of proxy.

To be completed by registered certifi cated Shareholders and dematerialised Shareholders with own-name registration only.

For use in respect of the General Meeting of Shareholders to be held on Wednesday, 14 October 2015 at 14:00 (General Meeting) at the 2nd Floor, Executive Boardroom, Investec Bank Limited, 100 Grayston Drive, Sandown, Sandton, 2196.

Shareholders who have dematerialised their shares with a CSDP or broker, other than with own-name registration, must arrange with the CSDP or broker concerned to provide them with the necessary letter of representation to attend the General Meeting or the Shareholders concerned must instruct their CSDP or broker as to how they wish to vote in this regard. This must be done in terms of the agreement entered into between the Shareholder and the CSDP or broker concerned.

I/We: (please print names in full)

of (address)

Telephone number: Cellphone number:

Email address:

being the holder/s of Shares in the Fund, appoint (see note 1)

1. or failing him/her,

2. or failing him/her,

the Chairman of the General Meeting as my/our proxy to act for me/us and on my/our behalf at the General Meeting which will be held for the purpose of considering, and if deemed fit, passing, with or without modification, the special resolution and ordinary resolutions to be proposed thereat and at any adjournment thereof and to vote for and/or against such resolutions and/or abstain from voting in respect of the shares registered in my/our name/s, in accordance with the following instructions (see note 3).

Number of votes (one vote per share)

For Against Abstain

SPECIAL RESOLUTION Authority to issue shares as required in terms of the Act

ORDINARY RESOLUTION NUMBER 1Approval of the acquisition of the Zenprop Portfolio as a Category 1 transaction

ORDINARY RESOLUTION NUMBER 2Authority to issue Shares at a discount greater than 10% to the Sellers

ORDINARY RESOLUTION NUMBER 3Placing the authorised but unissued Shares under the control of the Directors for the purposes of the Zenprop Acquisition including the Rights Offer and vendor issue

ORDINARY RESOLUTION NUMBER 4Authority of Director

Signed at: on 2015

Signature(s):

Capacity:

Certificated Shareholders

If you are a certificated Shareholder or have dematerialised your shares with “own name” registration and you are unable to attend the General Meeting of Shareholders to be held at 14:00 on Wednesday, 14 October 2015 (General Meeting) in the 2nd Floor, Executive Boardroom, Investec Bank Limited, 100 Grayston Drive, Sandown, Sandton, 2196 and wish to be represented thereat, you are requested to complete and return this form of proxy in accordance with the instructions contained herein and lodge it with, or post it to, the transfer secretaries, namely Computershare Investor Services Proprietary Limited, so as to be received by them by no later than 14:00 on Monday, 12 October 2015 (or alternatively to be handed to the chairperson of the General Meeting prior to its commencement).

Dematerialised Shareholders other than those with “own name” registration

If you hold Dematerialised shares through a CSDP or broker other than with an “own name” registration you must timeously advise your CSDP or broker of your intention to attend and vote at the General Meeting or be represented by proxy thereat in order for your CSDP or broker to provide you with the necessary letter of representation to do so. Should you not wish to attend the General Meeting in person, you must timeously provide your CSDP or broker with your voting instruction in order for the CSDP or broker to vote in accordance with your instruction at the General Meeting.

Please read the notes below.

SUMMARY OF RIGHTS CONTAINED IN SECTION 58 OF THE ACT

In terms of section 58 of the Act:

• a Shareholder may, at any time and in accordance with the provisions of section 58 of the Act, appoint any individual (including an individual who is not a Shareholder) as a proxy to participate in, and speak and vote at, a Shareholders meeting on behalf of such Shareholder;

• a proxy may delegate her or his authority to act on behalf of a Shareholder to another person, subject to any restriction set out in the instrument appointing such proxy;

• irrespective of the form of instrument used to appoint a proxy, the appointment of a proxy is suspended at any time and to the extent that the relevant Shareholder chooses to act directly and in person in the exercise of any of such Shareholder’s rights as a Shareholder (see note 6);

• any appointment by a Shareholder of a proxy is revocable, unless the form of instrument used to appoint such proxy states otherwise;

• if an appointment of a proxy is revocable, a Shareholder may revoke the proxy appointment by: (i) cancelling it in writing, or making a later inconsistent appointment of a proxy and (ii) delivering a copy of the revocation instrument to the proxy and to the company; and

• a proxy appointed by a Shareholder is entitled to exercise, or abstain from exercising, any voting right of such Shareholder without direction, except to the extent that the relevant company’s memorandum of incorporation, or the instrument appointing the proxy, provides otherwise (see note 3).

Notes:

1. Each Shareholder is entitled to appoint one or more proxies (who need not be Shareholders in the Fund) to attend, speak and, on a poll, vote in place of that Shareholder at the General Meeting.

2. A Shareholder may insert the name of a proxy or the names of two alternative proxies of the Shareholder’s choice in the space provided, with or without deleting “the Chairman of the General Meeting”. The person whose name stands first on this form of proxy and who is present at the General Meeting will be entitled to act as proxy to the exclusion of those whose names follow.

3. A Shareholder’s instructions to the proxy must be indicated by the insertion of the relevant number of votes exercisable by that Shareholder in the appropriate box provided. Failure to comply with the above will be deemed to authorise the Chairman of the General Meeting, if the Chairman is the authorised proxy, to vote in favour of the resolutions at the General Meeting, or any other proxy to vote or to abstain from voting at the General Meeting as he/she deems fit, in respect of all the Shareholder’s votes exercisable thereat.

4. A Shareholder or the proxy is not obliged to vote in respect of all the shares held or represented by the proxy but the total number of votes for or against the resolutions and in respect of which any abstention is recorded may not exceed the total number of votes to which the Shareholder or the proxy is entitled.

5. Forms of proxy must be lodged with, or posted to the transfer secretaries, Computershare Investor Services Proprietary Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) to be received by no later than 14:00 on Monday, 12 October 2015 (or alternatively to be handed to the chairperson of the General Meeting prior to its commencement).

6. The completion and lodging of this form of proxy will not preclude the relevant Shareholder from attending the General Meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof, should such hareholder wish to do so.

7. Any alterations or corrections to this form of proxy must be initialled by the signatory/ies.

8. Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity must be attached to this form of proxy unless previously recorded by the company’s transfer office or waived by the Chairman of the General Meeting.

9. The Chairman of the General Meeting may reject or accept any proxy form which is completed and/or received, other than in accordance with these instructions and notes, provided that the Chairman is satisfied as to the manner in which a Shareholder wishes to vote.

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR …...3 ACTION REQUIRED BY SHAREHOLDERS This Circular...

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