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Attacq Limited(previously Atterbury Investment Holdings Limited)

(Registration number 1997/000543/06)(JSE share code: ATT)

(ISIN: ZAE000177218)(“Attacq” or “the company”)

PROSPECTUSThe definitions and interpretations commencing on page 8 of this prospectus have, where applicable, been used in these cover pages.

This prospectus is issued in compliance with the Listings Requirements and the Companies Act, for the purpose of providing information to the public with regard to the company and is issued in respect of:• a private placement to raise up to approximately R800 million by way of an offer for subscription to invited investors for up

to approximately 53 333 333 private placement shares in the company at an issue price to be determined by demand and for which an indicative issue price of R15.00 per private placement share has been used in this prospectus; and

• the subsequent listing of all the shares of the company in the “Real Estate – Real Estate Holdings and Development” sector of the JSE.

2013

Opening date of the private placement (09:00) Monday, 7 OctoberClosing date of the private placement (12:00)* Wednesday, 9 OctoberResults of the private placement released on SENS on Thursday, 10 OctoberResults of the private placement published in the press on Friday, 11 OctoberProposed date of listing on the JSE from the commencement of trade on (09:00) Monday, 14 October

* Invited investors must advise their CSDP or broker of their acceptance of the private placement shares in the manner and cut-off time stipulated by their CSDP or broker.

A copy of this prospectus in English, accompanied by the documents referred to under “Documents available for inspection” as set out in paragraph 37 of this prospectus, was registered by CIPC on Monday, 1 October 2013 in terms of the Companies Act.

Important points to note

The offer, in the form of the private placement, is being made to invited investors only and will comprise up to approximately 53 333 333 private placement shares at an indicative issue price of R15.00 per private placement share.

Applications in terms of the private placement must be for a minimum of 5 000 private placement shares and in multiples of 1 000 private placement shares thereafter.

Immediately prior to the private placement and the listing:• the authorised share capital of the company comprised 2 000 000 000 ordinary shares of no par value;• the issued share capital of the company comprised 546 935 469 ordinary shares of no par value; and• the company had 46 427 553 treasury shares in issue.

Assuming that the private placement is fully subscribed at the indicative issue price per share of R15.00, immediately after the private placement and the listing:• the authorised share capital of the company will comprise 2 000 000 000 ordinary shares of no par value;• the issued share capital of the company will comprise 600 268 802 ordinary shares of no par value; and• the company will have 46 427 553 treasury shares in issue.

On listing on the JSE, assuming that the private placement is fully subscribed at the indicative issue price per share of R15.00, the anticipated market capitalisation of the company should be approximately R9.0 billion.

On listing and thereafter, all shares of the company will rank pari passu in respect of all rights. There are no convertibility or redemption provisions relating to any of the private placement shares offered in terms of the private placement. The private placement shares will only be issued in dematerialised form. No certificated private placement shares will be issued. There is no intention to extend a preference on allotment of the private placement shares to any particular company or group, in the event of an oversubscription of the private placement shares pursuant to the private placement. There will be no fractions of private placement shares offered or issued in terms of the private placement. The private placement will not be underwritten.

The listing is not conditional on raising a minimum amount in terms of the private placement. The proceeds of the private placement will be used by Attacq to settle interest bearing debt and strengthen the balance sheet for ongoing activities.

The JSE has granted Attacq a listing of up to 600 268 802 shares in the “Real Estate – Real Estate Holdings and Development” sector of the JSE, in terms of the FTSE classification, under the abbreviated name: “Attacq”, JSE share code: ATT and ISIN: ZAE000177218 with effect from the commencement of trade on Monday, 14 October 2013, subject to the company having satisfied the Listings Requirements regarding the spread of public shareholders.

The directors, whose names are given in paragraph 2 of this prospectus, 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, no facts 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 prospectus contains all information required by law and the Listings Requirements.

Each of the corporate advisor, sponsor and bookrunner, the independent transaction sponsor, the independent reporting accountants and auditors, the attorneys, the independent property valuers, the transfer secretaries, the bankers and the company secretary whose names are included in this prospectus, have consented in writing and have not prior to publication of this prospectus, withdrawn their written consent to the inclusion of their names in the capacities stated and, where applicable, to their reports being included in this prospectus.

An abridged version of this prospectus was released on SENS on Friday, 4 October 2013 and published in the press on Monday, 7 October 2013.

Corporate advisor, sponsor and bookrunner

Independent transaction sponsor AttorneysIndependent reporting accountants and

auditors

Independent property valuer Independent property valuer Independent property valuer

Date of issue: Friday, 4 October 2013This prospectus is only available in English. Copies of this prospectus may be obtained from the registered office of the company, the sponsor or the transfer secretaries whose addresses are set out in the “Corporate information” section of this prospectus from Monday, 7 October 2013 to Monday, 14 October 2013.

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CORPORATE INFORMATION

Registered office of the company Company secretary

Attacq Limited Talana Smith (CA(SA), CIMA, MCom)The Parkdev Building The Parkdev Building2nd Floor, Brooklyn Bridge 2nd Floor, Brooklyn Bridge570 Fehrsen Street 570 Fehrsen StreetBrooklyn, 0181 Brooklyn, 0181(PostNet suite 205, Private Bag X20009, Garsfontein, 0042) (PostNet Suite 205, Private Bag X20009, Garsfontein, 0042)

Place and date of incorporation

Incorporated in the Republic of South Africa on 17 January 1997

Attorneys Sponsor

Edward Nathan Sonnenbergs Inc. Java Capital Trustees and Sponsors Proprietary Limited(Registration number 2006/018200/21) (Registration number 2006/005780/07)1 North Wharf Square, Loop Street 2 Arnold RoadCape Town, 8001 Rosebank, 2196(PO Box 2293, Cape Town, 8000) Johannesburg

(PO Box 2087, Parklands, 2121)

Corporate advisor and bookrunner Independent reporting accountants and auditors

Java Capital Proprietary Limited Deloitte & Touche(Registration number 2002/031862/07) Registered Auditors2 Arnold Road Riverwalk Office Park, Block BRosebank, 2196 41 Matroosberg Road, Ashlea Gardens X6Johannesburg Pretoria, 0081(PO Box 2087, Parklands, 2121) (PO Box 11007, Hatfield, 0028)

Independent transaction sponsor Independent property valuer

Deloitte & Touche Sponsor Services Proprietary Limited Mills Fitchet KZN CCBuilding 6 (Registration number CK95/43533/23)The Woodlands, 20 Woodlands Drive 29 Petrus Stroom RoadWoodmead Dargle, 3265Sandton, 2196 (PO Box 1339, Howick, 3290)(Private Bag X6, Gallo Manor, 2052)

Independent property valuer Transfer secretaries

Old Mutual Investment Group (South Africa) Proprietary Limited Computershare Investor Services Proprietary Limited(Registration number 1993/003023/07) (Registration number 2004/003647/07)Mutual Park, Jan Smuts Drive Ground Floor, 70 Marshall StreetPinelands, 7405 Johannesburg, 2001(PO Box 878, Cape Town, 8000) (PO Box 61051, Marshalltown, 2107)

Independent property valuer Banker

Amanda de Wet Consultants and Investments CC Investec Private Bank, a division of Investec Bank Limited(Registration number 2005/019476/23) (Registration number 1969/004763/06)16B Maroelana Street Corner Atterbury and Klarinet StreetsHazelwood Menlo ParkPretoria, 0081 Pretoria, 0081(PO Box 2895, Brooklyn Square, 0075) (PO Box 35209, Menlo Park, South Africa, 0102)

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Banker Banker

The Standard Bank of South Africa Limited Nedbank Limited(Registration number 1962/000738/06) (Registration number 1951/000009/06)30 Baker Street Nedbank Head OfficeCorner Oxford Road 135 Rivonia RoadRosebank, 2196 Sandton, 2196(PO Box 8786, Johannesburg, 2000) (PO Box 1144, Johannesburg, 2000)

Banker

Rand Merchant Bank, a division of FirstRand Bank Limited(Registration number 1929/001225/06)1 Merchant PlaceCorner Fredman Drive and Rivonia RoadSandton, 2196(PO Box 786273, Sandton, 2146)

Offers in South Africa only

This prospectus has been issued in connection with the private placement in South Africa only and is addressed only to invited investors to whom the private placement may lawfully be made. The distribution of this prospectus and the making of an offer by means of the private placement may be restricted by law. Persons into whose possession this prospectus comes must inform themselves about and observe any and all such restrictions. This prospectus does not constitute an offer of or invitation to subscribe for and/or purchase any shares of the company in any jurisdiction in which the offer would be unlawful. No one has taken any action that would permit a public offering of shares in the company to occur outside South Africa.

Forward-looking statements

This prospectus includes forward-looking statements. Forward-looking statements are statements including, but not limited to, any statements regarding the future financial position of the group and its future prospects. These forward-looking statements have been based on current expectations and projections about future results which, although the directors believe them to be reasonable, are not a guarantee of future performance.

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TABLE OF CONTENTS

The definitions and interpretations commencing on page 8 of this prospectus have been used in the following table of contents:

Page

Corporate information 1

Salient features 5

Important dates and times 7

Definitions and interpretations 8

Prospectus

Section one – Information on the Attacq group

1. Name, address and incorporation 152. Directors, other office holders and material third parties 153. History, state of affairs and prospects of the group 214. Share capital of the company 385. Options and preferential rights in respect of shares 396. Commissions paid or payable 407. Material contracts 408. Interests of directors and promoters 409. Loans 4010. Shares issued or to be issued, otherwise than for cash 4011. Properties, assets and business undertakings acquired or to be acquired 4012. Amounts paid or payable to promoters 4013. Preliminary expenses and issue expenses 41

Section two – Details of the private placement

14. Purposes of the private placement and the listing 4215. Salient dates and times 4216. Particulars of the private placement 4217. Minimum subscription 44

Section three – Financial information

18. Adequacy of capital 4519. Report by directors as to material changes 4520. Statement as to listing on stock exchange 4521. Report by auditor of Attacq group 4522. Forecast statements of comprehensive income 4523. Consolidated proforma statement of financial position 4524. Historical financial information 4525. Dividends and distributions 46

Section four – Additional material information

26. Relationship information 4727. Trading information 4728. Properties, assets and business undertakings disposed of or to be disposed of 4729. Vendors 4730. Black economic empowerment strategy 4831. Government protection and investment encouragement law 48

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Page

32. Exchange Control Regulations 4833. Corporate governance 4834. Litigation statement 4835. Directors’ responsibility statement 4936. Consents 4937. Documents available for inspection 49

Annexure 1 Group structure 50Annexure 2 Details of subsidiaries 51Annexure 3 Information on the directors, management and material third parties 53Annexure 4 Current and past directorships 62Annexure 5 Service contracts 70Annexure 6 Extracts from the MOI 72Annexure 7 Details of the direct property portfolio 77Annexure 8a Independent property valuer’s summary valuation report on the direct property portfolio – OMIGSA 85Annexure 8b Independent property valuer’s summary valuation report on the direct property portfolio – Amanda de Wet

Consultants 99Annexure 8c Independent property valuer’s summary valuation report on the direct property portfolio – Mills Fitchet 104Annexure 9 Share capital 109Annexure 10 Contracts 113Annexure 11 Material borrowings and loans receivable 119Annexure 12 Details of acquisitions and vendors 134Annexure 13 Financial information required in terms of Regulation 79 of the Companies Act in respect

of Attacq 137Annexure 14 Report by the auditor in terms of Regulation 79 of the Companies Act in respect of Attacq 139Annexure 15 Forecast statements of comprehensive income of the Attacq group 141Annexure 16 Independent reporting accountant’s assurance report on the forecast statements of

comprehensive income of the Attacq group 146Annexure 17 Consolidated proforma statement of financial position of Attacq 149Annexure 18 Independent reporting accountant’s assurance report on the consolidated proforma

statement of financial position of Attacq 154Annexure 19 Independent reporting accountant’s review report on the value and existence of the assets

and liabilities acquired 156Annexure 20 Historical financial information 157Annexure 21 Independent reporting accountant’s report on the historical financial information 201Annexure 22 Details of properties, assets and business undertakings disposed of and to be disposed of 203Annexure 23 Corporate governance statement 206

Specimen private placement application form (blue) Attached

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SALIENT FEATURES

The information set out in this salient features section of the prospectus is only an overview and is not intended to be comprehensive. It should be read in conjunction with the information contained in other sections of this prospectus to gain a comprehensive overview of the Attacq group and the private placement.

1. INTRODUCTION

Attacq Limited (previously known as Atterbury Investment Holdings Limited) (Registration number 1997/000543/06), was incorporated as a private company on 17 January 1997 and converted to a public company on 19 October 2006.

2. NATURE OF BUSINESS AND BUSINESS STRATEGY

The Attacq group focuses on long-term sustainable capital growth achieved through actively investing in and managing land, property development rights and investment properties, held directly or indirectly, and benefiting from key long-term strategic relationships and alignments. The group’s properties, property-related rights and land are in respect of office, mixed use, retail and light industrial properties and developments.

A diagram illustrating the group’s corporate structure is set out in Annexure 1.

The business of the group is undertaken in two focus areas: investments and developments. Investments comprise completed buildings held directly or indirectly. A number of the group’s investments were developed by Atterbury Property and retained by Attacq. Developments comprise greenfields development of land or brownfields development by refurbishment, upgrade or other improvement to existing buildings.

The properties and assets in the group’s investments provide stable income and balance sheet strength for the group to responsibly secure and fund high-growth opportunities within developments. In turn, the group’s developments generate a pipeline of high quality investment properties that grows investments, as developments are generally retained rather than realised. Attacq’s strategy is to have 65% by value of the group’s assets in investments and 35% in developments. Attacq’s weighting of investments to developments, its re-investment of profits from rentals or occasional disposals, and its retention of completed developments as investments rather than their sale and resultant realisation of development profits, are intended to optimise long-term sustainable capital growth and enhance total returns to shareholders.

Attacq will be listing on the JSE in the “Real Estate – Real Estate Holdings and Development” sector and will not seek REIT status. The group’s focus on long-term sustainable capital growth differentiates it from other JSE-listed property entities that focus on the generation and regular distribution to shareholders of income derived from rental. The REIT regulatory regime is intended for property entities focused on income distribution rather than capital growth.

Attacq holds 25% of Atterbury Property, the successful property development company with which it shares a common history and lineage. The balance of the shareholding in Atterbury Property is held by its founders and management. Attacq’s shareholding in Atterbury Property is strategic and positions Attacq to access and participate in the opportunities and deal flow generated by this dynamic developer.

Attacq diversifies its investments geographically. Long-term, the group’s strategy for investments is to invest 70% by value in South Africa, 20% by value in other parts of Africa and 10% by value internationally outside of Africa.

3. PROSPECTS

While the board of Attacq recognises the constraints and challenges impacting on the South African economy at present and going forward, it is confident that the group will continue to show positive income and capital growth, given the quality of its investment properties and development pipeline and the nature and strength of the group’s key strategic relationships.

The group’s investments in retail, office, mixed use and light industrial properties are high quality, generating stable, growing rental income. Additional investments will result from the group’s roll-out of its existing development pipeline over the next 10 to 15 years, with particular emphasis on the Waterfall pipeline and its long-term potential as a unique infill development centrally located in the Midrand area of the Gauteng region, South Africa’s economic heartland. The group will continue to expand its development pipeline and grow its long-term prospects, through opportunities it secures and through its strategic relationships, particularly with Atterbury Property. The listing of Attacq on the JSE will enable Attacq to access capital efficiently, raise its profile and expand its investor base, all of which is expected to enhance Attacq’s prospects.

Attacq is well-positioned to take advantage of the strong growth opportunities on the African continent via its investment in Atterbury Africa. The geographical diversification strategy through the group’s investment into Africa and internationally is expected to mitigate the risk of the exposure of the group to the broader South African economy and the South African interest rate environment.

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4. DETAILS OF THE PRIVATE PLACEMENT

A private placement to raise up to approximately R800 million by way of an offer for subscription to invited investors for up to approximately 53 333 333 private placement shares in the company at an issue price to be determined by demand and for which an indicative issue price of R15.00 per private placement share has been used in this prospectus.

The listing is not conditional on raising a minimum amount in terms of the private placement.

The listing is conditional on achieving a spread of shareholders, acceptable to the JSE, being a minimum number of 300 public shareholders holding not less than 20% of the issued share capital of the company, by not later than 48 hours prior to the listing. As at the last practical date, Attacq meets these requirements and expects to do so after the private placement.

There are no convertibility or redemption provisions relating to the private placement shares being offered in terms of the private placement. Private placement shares will be issued in dematerialised form only. No fractions of private placement shares will be issued pursuant to the private placement. The private placement will not be underwritten.

5. STATEMENT AS TO LISTING ON THE JSE

The JSE has granted Attacq a listing of all of its issued shares on the JSE in the “Real Estate – Real Estate Holdings and Development” sector of the JSE under the abbreviated name: “Attacq”, JSE share code: ATT and ISIN: ZAE000177218 with effect from the commencement of trade on Monday, 14 October 2013.

6. ACTION REQUIRED

Applications by invited investors for private placement shares must be made in accordance with paragraph 16 of this prospectus and by completing an application form, a specimen of which accompanies this prospectus. Application forms will be made available to invited investors.

Applications for private placement shares can only be made for dematerialised shares and must be submitted through a CSDP or broker in accordance with the agreement governing the relationship between the applicant and the CSDP or broker by the cut-off time stipulated by the CSDP or broker.

If you are in any doubt as to what action to take, you should consult your broker, attorney or other professional advisor immediately.

Applications per investor for private placement shares may only be made for a minimum of 5 000 private placement shares or multiples of 1 000 private placement shares over and above the minimum of 5 000 private placement shares.

7. FURTHER COPIES OF THE PROSPECTUS

Copies of the prospectus may be obtained between 08:30 and 17:00 on business days from Monday, 7 October 2013 to Monday, 14 October 2013 at the following addresses:

Attacq Limited

The Parkdev Building2nd Floor, Brooklyn Bridge570 Fehrsen StreetBrooklyn, 0181

Java Capital Trustees and Sponsors Proprietary Limited

2 Arnold RoadRosebank, 2196Johannesburg

Computershare Investor Services Proprietary Limited

Ground Floor, 70 Marshall StreetJohannesburg, 2001

An abridged version of this prospectus was released on SENS on Friday, 4 October 2013 and published in the press on Monday, 7 October 2013.

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IMPORTANT DATES AND TIMES1

The definitions and interpretations commencing on page 8 of this prospectus apply to these important dates and times:

2013

Abridged prospectus released on SENS on Friday, 4 October

Opening date of the private placement (09:00) Monday, 7 October

Abridged prospectus published in the press on Monday, 7 October

Closing date of the private placement (12:00)2 Wednesday, 9 October

Results of the private placement released on SENS on Thursday, 10 October

Results of the private placement published in the press on Friday, 11 October

Notification of allotments to successful invited investors by Friday, 11 October

Accounts at CSDP or broker updated and credited in respect of dematerialised shareholders3 Monday, 14 October

Listing of shares and the commencement of trading on the JSE on (09:00) Monday, 14 October

Notes:

(1) All references to dates and times are to local dates and times in South Africa. These dates and times are subject to amendment. Any such amendment will be released on SENS and published in the press.

(2) Invited investors must advise their CSDP or broker of their acceptance of the private placement in the manner and cut-off time stipulated by their CSDP or broker.

(3) CSDPs effect payment on a delivery-versus-payment basis.

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DEFINITIONS AND INTERPRETATIONS

In this prospectus and the annexures hereto, unless inconsistent with the context, an expression which denotes one gender includes the other genders, a natural person includes a juristic person and viceversa, the singular includes the plural and viceversa and the expressions set out in the first column bear the meaning assigned to them in the second column.

“AAM” Atterbury Asset Managers Proprietary Limited (Registration number 2007/004176/07), a private company registered and incorporated in terms of the laws of South Africa which on implementation of the AAM acquisition will be a wholly-owned subsidiary of Attacq as set out in Annexure 10;

“AAM acquisition” the transactions entered into in order to internalise the asset management of the direct property portfolio, as further detailed in paragraph 1.3 of Annexure 10, which should be read with note 9 to the consolidated proforma statement of financial position set out in Annexure 17;

“Abacus” Attacq Retail Fund Proprietary Limited (previously known as Abacus Holdings Proprietary Limited) (Registration number 2008/021582/07), a private company registered and incorporated in terms of the laws of South Africa which is an 81.95% held direct subsidiary of Attacq with the remaining 18.05% held by Nedbank Limited;

“ Abacus Holdings Management” or “Attacq Retail Fund Asset and Property Management” or “the manager”

Abacus Holdings Management Proprietary Limited (Registration number 2007/016015/07) (to be renamed Attacq Retail Fund Asset and Property Management Limited), a private company registered and incorporated in terms of the laws of South Africa which following the AAM acquisition will be a wholly-owned subsidiary of AAM;

“AIHI” refer to the definition of Atterbury Investment Holdings International;

“Amanda de Wet Consultants” one of the independent and professional property valuers of the group, being Amanda de Wet Consultants and Investments CC (Close Corporation number 2005/019476/23), a close corporation registered and incorporated in terms of the laws of South Africa, full details of which are set out in the “Corporate information” section;

“APC” Atterbury Parkdev Consortium Proprietary Limited (Registration number 2003/020481/07), a private company registered and incorporated in terms of the laws of South Africa, the owner of the property known as Harlequins Office Park which company was a wholly-owned subsidiary of Attacq prior to the APC disposal;

“APC disposal” the disposal by the company of all the issued shares in and shareholders’ claims against APC which held a property known as Harlequins Office Park, as further detailed in paragraph 2.3 of Annexure 10, which should be read with note 7 to the consolidated proforma statement of financial position set out in Annexure 17;

“application form” the application form to be used by invited investors for purposes of subscribing for private placement shares in terms of the private placement, a specimen of which is attached to this prospectus (blue) and which will be made available to invited investors;

“Arctospark” Arctospark Proprietary Limited (Registration number 2010/007113/07), a private company registered and incorporated in terms of the laws of South Africa which is a 50% held direct associate of Attacq with the remaining 50% held by a consortium of other investors, Attacq is in the process of selling its holding in Arctospark Proprietary Limited, as more fully described in Annexure 10;

“Arctospark restructure” the series of transactions in terms of which Attacq acquired a direct interest in those assets to which it previously held an indirect interest via its holding in Arctospark, namely Karoo and Stenham, exited its holding in Arctospark and disposes of Karoo to MAS in exchange for an increased holding in MAS, as further detailed in paragraph 1.4 of Annexure 10, which should be read with note 10 to the consolidated proforma statement of financial position set out in Annexure 17;

“Artisan disposal” the transaction in terms of which the company disposed of its interest in Caltongate to MAS in exchange for an increased holding in MAS, as further detailed in paragraph 2.1 of Annexure 10, which should be read with note 11 to the consolidated proforma statement of financial position set out in Annexure 17;

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“Attacq” or “the company” Attacq Limited (previously known as Atterbury Investment Holdings Limited) (Registration number 1997/000543/06), a public company registered and incorporated in terms of the laws of South Africa and to be listed on the JSE;

“Attacq group” or “the group” collectively, Attacq, its subsidiaries and associates;

“Attacq Retail Fund” refer to the definition of Abacus;

“ Attacq Retail Fund Asset and Property Management”

refer to the definition of Abacus Holdings Management;

“Attacq shareholders” or “shareholders” holders of Attacq shares, as recorded in the share capital of the company;

“ Attacq shares” or “shares” or “ordinary shares” the issued shares in the share capital of Attacq;

“Atterbury Africa” Atterbury Africa Limited (Registration number 106548 C1/GBL), a private company limited by shares and duly incorporated in Mauritius, which company holds a Global Business License (Category 1) and is 25% owned by Attacq’s wholly-owned subsidiary, AIHI, with the balance held by Hyprop Investments Mauritius Limited (37.5%) which is wholly-owned by Hyprop, Atterbury Property Holdings International Limited (22.5%) which is wholly-owned by Atterbury Property and Atterbury Asset Managers International (15%);

“Atterbury Asset Managers International” Atterbury Asset Managers International Limited (Registration number C113461/GBL) a private company registered and incorporated in the Republic of Mauritius, which is 50% held by Attman Limited (Registration number 1679958), a company incorporated in the British Virgin Islands, and the remaining 50% held by Atterbury Property Holdings International Limited;

“Atterbury House disposal” the disposal by the company of the property known as Atterbury House, as further detailed in paragraph 1.1 of Annexure 10, which should be read with note 4 to the consolidated proforma statement of financial position set out in Annexure 17;

“ Atterbury Investment Holdings International” Atterbury Investment Holdings International Limited (Registration number 106518 C1/GBL), a private company registered and incorporated in the Republic of Mauritius and a wholly-owned subsidiary of Attacq;

“Atterbury group” collectively, Attacq and Atterbury Property;

“Atterbury Property” Atterbury Property Holdings Proprietary Limited (Registration number 1995/003635/07), a private company registered and incorporated in terms of the laws of South Africa, which is a development company undertaking the majority of its developments on behalf of Attacq and a 25% held direct associate of Attacq with the remaining 75% held by Atterbury Manfou Proprietary Limited, which in turn is held 33.33% by the founders of Atterbury Property (including Francois van Niekerk and Louis van der Watt) and the remaining 66.66% held by the management of Atterbury Property;

“ Atterbury Property Holdings International Limited”

Atterbury Property Holdings International Limited (Registration number 106519/C1/GBL), a private company registered and incorporated in the Republic of Mauritius and a wholly-owned subsidiary of Atterbury Property;

“Atterbury Theatre disposal” the disposal by the company of the property known as Atterbury Theatre, as further detailed in paragraph 2.4 of Annexure 10, which should be read with note 6 to the consolidated proforma statement of financial position set out in Annexure 17;

“Attfund” Attfund Limited (Registration number 1999/005649/06), a public company registered and incorporated in terms of the laws of South Africa, which was liquidated in 2012;

“Attfund Retail” Attfund Retail Limited (Registration number 2010/013504/06), a public company registered and incorporated in terms of the laws of South Africa, which company is a wholly-owned subsidiary of Hyprop;

“Attventure” Attventure Proprietary Limited (Registration number 2004/031808/07), a private company registered and incorporated in terms of the laws of South Africa, which company is owned by various private investors including the current and past directors, who hold direct and indirect interests in Attventure including Gideon Oosthuizen, Louis van der Watt and Pieter Faure;

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“Attvest” Atterbury Investment Managers Proprietary Limited (Registration number 2000/017721/07), a private company registered and incorporated in terms of the laws of South Africa which is 50% held by the Mertech Group and the remaining 50% held by Keurprop Investments Proprietary Limited which is wholly-owned by Suca Trust (Master’s reference number IT7403/99), a family trust of which Louis van der Watt is a trustee and beneficiary;

“Attvest transaction” the transaction concluded between Attacq, Attvest and Razorbill to re-implement an existing commercial agreement, referred to in paragraph 1.12 of Annexure 9 and further details of which are set out in note 5 in Annexure 20 under the heading “Attvest transaction”;

“AWC” Atterbury Waterfall City Proprietary Limited (Registration number 1996/000904/07), a private company registered and incorporated in terms of the laws of South Africa which is 93.875% held by Atterbury Property and the remaining 6.125% held by Attacq;

“AWIC” Atterbury Waterfall Investment Company Proprietary Limited (Registration number 2000/013587/07), the owner of the Waterfall development rights, a private company registered and incorporated in terms of the laws of South Africa which is an 80% held direct subsidiary of Attacq with the remaining 20% owned by AWC;

“AWIC acquisition” the transactions in terms of which the company acquired the 1.225% indirect holding in AWIC from the Trinsam Trust, a discretionary family trust of which MC Wilken, the CEO, is a beneficiary, further details of which are set out in paragraph 2.8 of Annexure 10;

“board” or “directors” or “board of Attacq” the board of directors of Attacq as set out in paragraph 2 of this prospectus;

“Brooklyn Bridge acquisition” the acquisition by the company of the 75% equity in Brooklyn Bridge Office Park Proprietary Limited, the owner of Brooklyn Bridge not already owned by it, as further detailed in paragraph 1.2 of Annexure 10;

“business day” any day other than a Saturday, Sunday or official public holiday in South Africa;

“CAGR” compound annual growth rate;

“CBD” central business district;

“certificated shareholders” Attacq shareholders who hold certificated shares;

“certificated shares” Attacq shares which have not been dematerialised into the Strate system, title to which is represented by share certificates or other physical documents of title;

“CIPC” the Companies and Intellectual Property Commission under the Companies Act;

“common monetary area” collectively, South Africa, the Kingdoms of Swaziland and Lesotho and the Republic of Namibia;

“Companies Act” or “the Act” the Companies Act, 2008 (Act No 71 of 2008), as amended;

“Companies Regulations” the Companies Regulations, 2011 promulgated in Government Gazette No. 34239 in terms of section 223 of the Companies Act;

“CSDP” a Central Securities Depository Participant in South Africa appointed by a shareholder for purposes of, and in regard to, dematerialisation and to hold and administer securities or an interest in securities on behalf of a shareholder;

“Delta Property Fund” Delta Property Fund Limited (Registration number 2002/005129/06), a public company registered and incorporated in terms of the laws of South Africa and listed on the JSE;

“dematerialisation” the process whereby ownership of shares as evidenced by share certificates and/or some other documents of title are converted to an electronic form as dematerialised shares under Strate and recorded in the sub-register of shareholders maintained by a CSDP or broker;

“dematerialised shareholders” Attacq shareholders who hold dematerialised shares;

“dematerialised shares” Attacq shares which have been incorporated into the Strate system, title to which is no longer represented by share certificates or other physical documents of title;

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“developments” projects entailing the development of land sites in order to create value through top structures including buildings;

“direct property portfolio” those properties held by Attacq and its subsidiaries, as set out in Annexure 7;

“documents of title” share certificates, certified transfer deeds, balance receipts and any other documents of title to shares acceptable to the board;

“East & West Investments” East & West Investments Proprietary Limited (Registration number 1945/018444/07), a private company registered and incorporated in terms of the laws of South Africa, the operating company of the Moolman family trusts;

“Exchange Control Regulations” the Exchange Control Regulations of South Africa issued under the Currency and Exchanges Act, (Act 9 of 1933), as amended;

“GLA” gross lettable area, being the total area of a building that can be let to a tenant. GLA comprises primary GLA plus supplementary areas which include for example, storerooms, balconies, terraces, patios and signage/advertising areas dedicated for the use by the tenant and excludes basements and parking. Unless otherwise noted, any reference within the prospectus to m2 is based on GLA;

“government” the government of South Africa;

“GR” gross rental, being basic rental plus operational costs, excluding rates and taxes, measured in Rands;

“Hyprop” Hyprop Investments Limited (Registration number 1987/005284/06), a public company registered and incorporated in terms of the laws of South Africa and listed on the JSE;

“ independent reporting accountants and auditors” or “independent reporting accountants” or “Deloitte & Touche”

Deloitte & Touche, a partnership formed in terms of the laws of South Africa, full details of which are set out in the “Corporate information” section;

“independent property valuers” the independent property valuers of the company, being OMIGSA, Mills Fitchet and Amanda de Wet Consultants;

“indirect property portfolio” those properties held by Attacq’s associates;

“invited investors” those specifically identified individuals including the financial institutions, selected private clients and selected retail investors to whom the offer under the private placement will be addressed and made;

“issue price” the indicative price it is assumed, for information purposes in the prospectus, at which the private placement shares will be issued by Attacq pursuant to the private placement, being R15.00 per share;

“IFRS” International Financial Reporting Standards;

“Java Capital” collectively, Java Capital Proprietary Limited (Registration number 2002/031862/07), the corporate advisor and bookrunner and Java Capital Trustees and Sponsors Proprietary Limited (Registration number 2008/005780/07), the sponsor, full details of which are set out in the “Corporate information” section;

“JSE” JSE Limited (Registration number 2005/022939/06), licensed as an exchange under the Financial Markets Act (Act No. 19 of 2012), as amended, and a public company registered and incorporated in terms of the laws of South Africa;

“Karoo” collectively, Karoo I and Karoo II;

“Karoo I” Karoo Investment Fund S.C.A. SICAV-SIF, a specialised investment fund ( fondsd’ investissement spécialisé– FIS) organised as an investment company with variable capital in the form of a partnership limited by shares (sociétéencommanditeparactions – SCA) governed by the laws of the Grand Duchy of Luxembourg;

“Karoo II” Karoo Investment Fund II S.C.A. SICAV-SIF, a specialised investment fund ( fondsd’ investissement spécialisé– FIS) organised as an investment company with variable capital in the form of a partnership limited by shares (sociétéencommanditeparactions – SCA) governed by the laws of the Grand Duchy of Luxembourg;

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“King III” the Code of Corporate Practices and Conduct in South Africa representing principles of good corporate governance as laid out in the King Report, as amended from time to time;

“last practical date” the last trading date before the finalisation of this prospectus, being Tuesday, 24 September 2013;

“Lisinfo” Lisinfo 222 Investments Proprietary Limited (Registration number 2008/015483/07), a private company registered and incorporated in terms of the laws of South Africa and a wholly-owned subsidiary of RBH;

“listing” the listing of all the issued shares of the company in the “Real Estate – Real Estate Holdings and Development” sector of the JSE, expected to be on Monday, 14 October 2013;

“Listings Requirements” the Listings Requirements, as issued by the JSE from time to time;

“major subsidiary” a major subsidiary as defined in the Listings Requirements, namely a subsidiary that represents 25% or more of the total assets or revenue of the consolidated group. It is recorded that, as at the date hereof, Attacq Retail Fund is Attacq’s only major subsidiary;

“MAS” MAS Real Estate Inc. (formerly MAS plc) (Registration number 175019), a public limited company registered in accordance with the laws of the British Virgin Islands, registered as an external company in South Africa and which has a primary listing on the Euro-MTF market of the Luxembourg Stock Exchange and a secondary listing on the Alternative Exchange of the JSE;

“MBT disposal” the turn-key development and disposal of a 26 286m2 warehouse on Waterfall land parcel 22 to MBT Services Proprietary Limited (and which will be occupied by its Tarsus business unit) in consideration for which the group will receive a development fee of R220.8 million on completion of the transaction, as referred to in paragraph 3.8.1 of the prospectus, which should be read with note 12 to the consolidated proforma statement of financial position set out in Annexure 17;

“Mertech group” collectively, BNF Investments Proprietary Limited (Registration number 2008/023015/07), Mergon Foundation NPC (Registration number 2004/023278/08) and Mertech Investments Proprietary Limited (Registration number 2008/023032/07) which is 23.33% held by the Faure Family Trust of which Pieter Faure, a director of Attacq, is a trustee with the balance being held by various private trusts, the beneficiaries of which are unrelated to Attacq. Further details of the shareholders of BNF Investments Proprietary Limited and Mergon Foundation are set out in paragraph 4 of the prospectus;

“m²” or “sqm” square metres;

“Mills Fitchet” one of the independent and professional property valuers of the group, being Mills Fitchet KZN CC (Registration number CK95/43533/23), a close corporation registered and incorporated in terms of the laws of South Africa, full details of which are set out in the “Corporate information” section;

“MOI” the memorandum of incorporation of the company, extracts of which are set out in Annexure 6;

“NAV” net asset value, being the value of all the group’s assets after subtracting the value of all of its liabilities as determined in accordance with the consolidated financial statements of Attacq;

“OMIGSA” one of the independent and professional property valuers of the group, being Old Mutual Investment Group (South Africa) Proprietary Limited (Registration number 1993/003023/07), a private company duly registered and incorporated in terms of the laws of South Africa, full details of which are set out in the “Corporate information” section;

“own-name dematerialised shareholders” dematerialised Attacq shareholders who/which have elected own-name registration;

“press” the BusinessDay newspaper;

“primary GLA” the rentable area dedicated to the use of the tenant comprising usable and common area for offices and excluding common area for retail buildings;

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“private placement” the private placement by Attacq to raise up to approximately R800 million by way of an offer to invited investors to subscribe for up to approximately 53 333 333 private placement shares at an indicative issue price of R15.00 per share;

“private placement shares” up to approximately 53 333 333 shares in the company to be offered and issued in terms of the private placement;

“promoter” the party(ies) responsible for the formation of a company to be listed, or acquired by an existing issuer, and who earn(s) a fee therefrom, in cash or otherwise;

“properties” collectively, the direct property portfolio and the indirect property portfolio;

“prospectus” this bound document inclusive of all annexures and accompanying specimen application form dated Friday, 4 October 2013, prepared in compliance with the Companies Act and the Listings Requirements;

“RBH” Royal Bafokeng Holdings Proprietary Limited (Registration number 2006/006909/07), a private company registered and incorporated in terms of the laws of South Africa, is the investment arm of the Royal Bafokeng Nation and is the sole shareholder of Lisinfo;

“R” or “Rand” or “ZAR” the South African Rand, the lawful currency of South Africa;

“Rapfund” Rapfund Holdings Proprietary Limited (Registration number 2006/014857/07), a private company registered and incorporated in terms of the laws of South Africa which is 52% held by Reach with the remaining 48% held by various private shareholders;

“Razorbill” Razorbill Properties 91 Proprietary Limited (Registration number 2000/006755/07), a private company registered and incorporated in terms of the laws of South Africa and which is a wholly-owned subsidiary of Attacq and which operates as the group’s treasury company;

“Reach” Retail Africa Consortium Holdings Proprietary Limited (Registration number 2010/003656/07), a private company registered and incorporated in terms of the laws of South Africa in which Attacq holds 20% of the share capital and loans immediately convertible into a further 30% of the share capital, with the remaining shares held by various private shareholders;

“REIT” Real Estate Investment Trust, a company listed on the JSE which has received REIT status in terms of the Listings Requirements;

“rights offer” the R580 million rights offer undertaken by the company during July 2013, on the basis of 10.52501 shares issued for every 100 shares held, further details of which are set out in paragraph 5 of Annexure 9, which should be read with note 3 to the consolidated proforma statement of financial position set out in Annexure 17;

“SARB” South African Reserve Bank;

“Sanridge disposal” the disposal by the company of the property known as Sanridge Square, as further detailed in paragraph 2.2 of Annexure 10, which should be read with note 5 to the consolidated proforma statement of financial position set out in Annexure 17;

“SENS” the Securities Exchange News Service of the JSE;

“SIM” Sanlam Investment Management, a division of Sanlam Life Insurance Limited (Registration number 1998/021121/06), a public company registered and incorporated in terms of the laws of South Africa;

“shareholders” or “Attacq shareholders” holders of Attacq shares, as recorded in the share register of the company;

“South Africa” the Republic of South Africa;

“Stenham” Stenham European Shopping Centre Fund IC Limited (Registration number 98012), a company incorporated in accordance with the laws of Jersey, and which holds Nova Eventis, a super regional centre in Germany;

“Strate” Strate Limited (Registration number 1998/022242/06), a public company registered and incorporated in terms of the laws of South Africa, which is licensed to operate, in terms of the Financial Markets Act (Act No. 19 of 2012), as amended, and which is responsible for the electronic settlement system of the JSE;

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“tangible NAV” NAV less intangible assets;

“the manager” refer to the definition of Attacq Retail Fund Asset and Property Management;

“transfer” the registration of transfer of the relevant immovable property into the name of Attacq in the relevant deeds registry office;

“transfer secretaries” or “Computershare” Computershare Investor Services Proprietary Limited (Registration number 2004/003647/07) a private company registered and incorporated in terms of the laws of South Africa, full details of which are set out in the “Corporate information” section;

“VAT” value-added tax as defined in the Value-Added Tax Act (Act No 89 of 1991), as amended;

“VWAP” volume weighted average price;

“Waterfall development rights” the leasehold and development rights acquired by AWIC from WDC in order to develop and register long-term lease agreements against the title deeds of the Waterfall land parcels;

“Waterfall Business Estate” a development located between the Allandale and Woodmead off-ramps on both sides of the M1/N1 highways in Gauteng and comprising all completed properties, developments and future developments on the Waterfall land parcels;

“Waterfall land parcels” – land parcels 3, 8, 9, 10, 10a, 10b, 12 and 24 of portion 1/RE of the Farm Waterfall No. 5;

– land parcel 15 on portion 62 of the Farm Waterfall No. 5;




“Waterfall pipeline” all current developments and future developments on the Waterfall Business Estate;

“WDC” Waterfall Development Company Proprietary Limited, (Registration number 2006/012140/07), a private company registered and incorporated in terms of the laws of South Africa, the previous holder of the Waterfall development rights which was sold to Attacq and is 85% held by Waterfall Investment Company Proprietary Limited (Registration number 2006/001921/07) on behalf of the title-holders of the Waterfall land parcels (as described in paragraph 2.5 of Annexure 10 with the remaining 15% held by Group Five Construction Proprietary Limited (Registration number 1974/003166/07);

“Wingspan” Retail Africa Wingspan Investments Proprietary Limited, (Registration number 2005/005858/07), a private company registered and incorporated in terms of the laws of South Africa which is 68.4% held by Reach with the remaining 31.6% held by various private shareholders; and

“yield” the distribution available to a holder of a share in any 12-month period or any financial year, as the case may be, divided by the relevant market price of that security.

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Directors of the company

P Tredoux (Independentnon-executivechairman)MC Wilken (Chiefexecutiveofficer)M Hamman (Financialdirector)LLS van der Watt (Executivedirector)BF van Niekerk (Non-independent non-executive director)PH Faure (Non-independentnon-executivedirector)LM Ndala (Non-independentnon-executivedirector)JHP van der Merwe (Non-independentnon-executivedirector)S Shaw-Taylor (Independentnon-executivedirector)HR El Haimer (Independentnon-executivedirector)MM du Toit (Independentnon-executivedirector)WL Masekela (Independentnon-executivedirector)TJA Reilly (AlternativedirectortoJHPvanderMerwe)AW Nauta (AlternatedirectortoLMNdala)

PROSPECTUS

SECTION ONE – INFORMATION ON THE ATTACQ GROUP

1. NAME, ADDRESS AND INCORPORATION

Attacq (Registration number 1997/000543/06) was incorporated as a private company on 17 January 1997 and converted to a public company on 19 October 2006.

The addresses of the company’s registered office, primary place of business and the transfer secretary’s registered office are set out in the “Corporate information” section. The names, registration numbers, places of incorporation, dates of incorporation, nature of business, and issued capital of all of Attacq’s subsidiaries, are set out in Annexure 2 to this prospectus and the group structure is set out in Annexure 1 to this prospectus.

2. DIRECTORS, OTHER OFFICE HOLDERS AND MATERIAL THIRD PARTIES

2.1 Overview of the board

Attacq is driven by passionate entrepreneurial commitment embodied in its people. Proactive and hands-on management coupled with a positive outlook and belief in the future of South Africa, has succeeded in building the company to the respected industry force it is today.

Attacq’s top management structure is relatively young by industry standards, but is well-respected with an in-depth understanding of the dynamics of the property market, coupled with a proven delivery capability.

The team enjoys a healthy spread of professionals covering various disciplines such as engineers, chartered accountants, lawyers, bankers and investment managers.

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The board is currently made up of 12 directors of whom 9 are non-executive (5 of whom are independent) and 3 are executive. The positions of chairman of the board and that of chief executive officer are separate, with the chairman, Pierre Tredoux, being an independent non-executive director. The chairman oversees the board’s functioning, and the chief executive officer, Morné Wilken, leads the executive team and attends to the day-to-day functions of the business. Morné is assisted by Louis van der Watt, one of the founders of the Atterbury group, who is an executive director. The company also has the benefit of the experience and knowledge of Francois van Niekerk, the other founder of the Atterbury group, acting as a non-executive director.

Melt Hamman has been appointed as the executive financial director. The audit and risk committee, chaired by Stewart Shaw-Taylor (Head of CIB Real Estate Investments at The Standard Bank of South Africa Limited), has considered and is satisfied with the appropriateness of the expertise and experience of the executive financial director.

The rest of the board members referred to below have a wealth of relevant expertise and experience and play key executive roles in their respective companies:• Johan van der Merwe – CEO of SIM;• Pieter Faure – CEO of the Mertech Group;• Lucas Ndala – CEO of MOGS Proprietary Limited;• Hellen El Haimer – entrepreneur and Managing Director of The FM Institute Proprietary Limited. Hellen has also held

positions at ABSA, SARS and the Department of Public Works;• Thys du Toit – ex CEO of Coronation Fund Managers Limited and current CEO and founder of an investment

management business, Rootstock Investment Management;• Lebo Masekela – non-executive director (former CEO) of Infotech Proprietary Limited;• Thomas Reilly (alternate director) – CEO of Sanlam Africa Fund Advisor Proprietary Limited; and• Wilhelm Nauta (alternate director) – manager of Strategic Investments at RBH.

2.2 The names, ages, nationalities, business addresses, qualifications and capacities of the directors of the company, the directors of Attacq Retail Fund, the only major subsidiary of Attacq, and senior management of Attacq are outlined below:

2.2.1 Directors of the company

Name, age and nationality Business address Qualification Capacity

Pierre Tredoux56South African

164 Nicolson Street, Brooklyn, Pretoria, 0181

CA (SA) Independent non-executive chairman

Morné Wilken42South African

The Parkdev Building2nd Floor, Brooklyn Bridge570 Fehrsen StreetBrooklyn, Pretoria, 0181

B Eng (Hons) Industrial

Chief executive officer

Melt Hamman42South African


CA (SA) Financial director

Louis van der Watt*46South African

The Atterbury Building, 4 Daventry Street, Lynnwood Manor, Pretoria, 0081

CIMA, CA (SA) Executive director

Francois van Niekerk*73South African

Glenfield Office Park, Mertech Building, Oberon Street, Faerie Glen, 0043

BA (Econ), MBL Non-independent non-executive director

Pieter Faure38South African

Glenfield Office Park, Mertech Building, Oberon Street, Faerie Glen, 0043

CA (SA), BCom (Law), HDip International Tax

Non-independent non-executive director

Lucas Ndala38South African

37 High Street, Block C 2nd Floor, Melrose Arch, 2076

CA (SA) Non-independent non-executive director

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Johan van der Merwe48South African

55 Willie van Schoor Avenue Bellville, 7530

CA (SA), MCom (Tax), MPhil Finance

Non-independent non-executive director

Stewart Shaw-Taylor61South African

4th Floor, 30 Baker Street Rosebank, 2196

CA (SA) Independent non-executive director

Hellen El Haimer39South African

4 Cromwell Street, Midstream Midrand Estate, 1692

BSoc Sci LLB (Hons) Strategic Management,H Dip Property Investment

Independent non-executive director

Thys du Toit54South African

2 Andmar, corner of Ryneveld and Church Streets, Stellenbosch 7600

BSc, MBA Independent non-executive director

Lebo Masekela49South African

5 Melrose Street, Kosmosdal Ext 32, Centurion, Pretoria0157

BSc Eng Independent non-executive director

Thomas Reilly41South African

3A Summit Road Dunkeld West, 2196

BCom (Hons) (Econ)

Alternate director to Johan van der Merwe

Wilhelm Nauta42South African

37 High Street, Block C 2nd Floor, Melrose Arch, 2076

CA (SA) Alternate director to Lucas Ndala

* The founders of Attacq.

2.2.2 Directors of Attacq Retail Fund (a major subsidiary of Attacq)

Names, age and nationality Business address Qualification Capacity

Richard Thomas51South African

1st Floor, Nedbank Clocktower Building, V&A Waterfront Cape Town

BCom, university courses at Wits, UCT and Stanford (USA)

Non-executive director

Louis van der Watt46South African

Atterbury Building, Lynnwood Bridge, 4 Daventry Street Lynnwwod Manor, Pretoria, 0181

CA (SA), CIMA Non-executive director

Morné Wilken42South African


BEng (Hons) Industrial

Non-executive director

Melt Hamman42South African

The Parkdev Building2nd FloorBrooklyn Bridge570 Fehrsen StreetBrooklyn, Pretoria, 0181

CA (SA) Non-executive director

2.2.1 Directors of the company (continued)

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2.2.3 Senior management (who are not directors of Attacq)


Nicolle Weir38South African


CA (SA) Head of property and asset management

Helena Austen42South African


BProc, LLM, HDip Tax

Head of legal department

2.3 The experience and expertise of the directors of the company, the directors of Attacq Retail Fund, the only major subsidiary of Attacq, and senior management who are not directors of Attacq are set out below:

2.3.1 Directors of the company

Pierre Tredoux

Committees: Remuneration and Nominations | InvestmentFounder and executive director of the Barnstone group, Pierre is also a former partner and managing director of Deloitte Consulting South Africa. He has advised many of South Africa’s leading organisations on corporate strategy and structure, operational and performance improvement, enterprise applications and corporate governance. Pierre has worked in the financial services, manufacturing, mining and resources, communications, beverages, professional services, tourism and leisure sectors, both locally and internationally. Pierre is also the non-executive chairman of Atterbury Property, the property development company where Attacq holds a 25% interest. He has served on the board of directors of Attacq since 2007 and was appointed as non-executive chairman in 2012.

Morné Wilken

Committee: InvestmentLeading Attacq’s strategy to list on the JSE, Morné has extensive experience in property development, property investment, property finance, corporate restructuring and acquisitions. Morné spent 10 years in the Property Finance Division of First National Bank and Rand Merchant Bank (both divisions of FirstRand Bank Limited) where he excelled as a top dealmaker. Morné then led the strategic roll-out and development of the Waterfall Business Estate in Midrand for Attacq before joining Attacq in 2009 as chief operating officer. Morné was appointed as the chief executive officer in 2011.

Melt Hamman

Committees: Transformation, Social and Ethics | InvestmentPrior to joining Attacq in July 2013, Melt was chief risk officer at WesBank, a division of FirstRand Bank Limited and appointed to the WesBank Executive Committee. Melt has served as credit risk manager at Nedbank Limited and a director of Loubser du Plessis Consulting Proprietary Limited. Subsequent to this he was head of Credit for FNB Corporate Property Finance Division and a financial director of Eagle Ink Systems Proprietary Limited. Melt has extensive experience in banking and business operations.

Louis van der Watt

Committee: InvestmentLouis co-founded the Atterbury group in 1994 and has grown the group into one of the largest and most successful property developers in the country. In 2009 he was awarded the Christo Wiese Medal for Entrepreneurship from the South African Academy for Science and Arts and in 2012 he received the University of Pretoria Alumni Laureate Award. Louis is the current CEO of Atterbury Property and also serves as a non-executive director on the board of Hyprop.

Francois van Niekerk

Francois co-founded the Atterbury group in 1994. In addition, Francois worked for Mobil Oil, Anglo American, Rembrandt and Armscor before venturing into private enterprise in 1980. Francois is the founder of the Mertech Group. Francois has founded and co-founded several other operating companies still active in various industry sectors. He was a Council member of Unisa until 2012 and is currently a member of the Unisa Council Fincom. Francois has received several academic, business and philanthropy awards.

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Pieter FaureCommittee: InvestmentPieter is CEO of Mertech Group comprising an internationally diversified investment portfolio operating across various industries including property, technology, clean energy, logistics and financial services. Pieter also oversees the activities of the Mergon Foundation, an independent charitable foundation established in 1982. Pieter is former Chief Financial Officer of Infotech Proprietary Limited and worked across several professional divisions at PricewaterhouseCoopers, where he ultimately specialised in Corporate International Tax.

Lucas NdalaCommittees: Audit and Risk | InvestmentLucas Ndala qualified as a Chartered Accountant in 2001 and completed his articles with Deloitte. After articles he joined Mettle in their structured finance division and thereafter moved to the Corporate credit division of Barclays Bank. In 2004, Lucas joined Royal Bafokeng Finance as manager of Investments and in 2006, Royal Bafokeng Finance merged with Royal Bafokeng Resources to form RBH. In 2008 Lucas was appointed as the finance director for RBH. Lucas currently serves as CEO of MOGS Proprietary Limited, a company focused on mining, oil and gas services.

Johan van der MerweCommittee: Remuneration and NominationsJohan has more than 20 years of financial and investment experience and has been the CEO of SIM for over 10 years. Prior to that Johan was a director and executive committee member of Investec Asset Management, where he was responsible for Private Equity and its Botswana Office. At Investec Asset Management, Johan also served as Global Sector Head of Resources, Head of Equities and Sector Head of SA Resources. In Gencor Industries Inc’s (“Gencor”) Corporate Finance division, Johan was on the core team to finalise the Gencor/BHP Billiton transaction and was responsible for Corporate Finance and Tax at BHP Billiton.

Stewart Shaw-TaylorCommittees: Audit and Risk | Remuneration and NominationsWith nearly 30 years’ experience in investment banking and real estate, Stewart is the Head of CIB Real Estate Investments at Standard Bank. He is responsible for the real estate equity and private equity related activities undertaken by Standard Bank Corporate and Investment Banking Division.

Hellen El HaimerCommittees: Audit and Risk | Transformation, Social and EthicsHellen is the managing director of the FM Institute Proprietary Limited, a facilities and property management consulting company, Hellen is an admitted attorney with over 15 years’ post-qualification experience in the legal, property and facilities management fields. Hellen has held senior positions in the Department of Public Works and SARS in property and facilities disciplines and held an executive position at ABSA, responsible for the facilities and property management of their national property portfolio. Hellen also worked as a legal manager at Standard Bank Properties.

Thys du ToitCommittee: InvestmentThys is as investment professional with 28 years of experience, the bulk of which was gained at Coronation Fund Managers. In 1993 he was one of the founding members of Coronation Fund Managers, which listed on the JSE in June 2003. Thys held the position of CEO from 1997 to 2008 and during his tenure with Coronation grew the business into the second largest independent fund manager in South Africa. Thys graduated with a BSc Agric (1980) and MBA cumlaude (1982) from the University of Stellenbosch. Thys started his career as a stockbroker at George Huysamer & Partners and in 1990 joined Syfrets Managed Assets as a portfolio manager. Thys is a director of a number of JSE-listed companies, including PSG Group and Pioneer Foods. He now runs an investment management business, Rootstock Investment Management.

Lebo MasekelaCommittees: Audit and Risk | Transformation, Social and EthicsLebo is the former CEO of Infotech Proprietary Limited, a position he held for eight years. Lebo has over 20 years’ management experience. Lebo’s experience includes business development and growth, strategy development and new business ventures. Prior to this Lebo was CEO of Lechabile Quality Strategies Proprietary Limited. He has also worked as an engineer for SA Breweries, Engen Petroleum and Denel. Lebo has been involved in the founding, running and growing of several private businesses.

Thomas ReillyWith 19 years’ experience in investment banking, Thomas is the CEO of Sanlam Africa Fund Advisor Proprietary Limited, the appointed advisor to the Sanlam Africa Core Real Estate Fund Limited, which is domiciled in Mauritius. Until recently, he was the CEO of Sanlam Properties Proprietary Limited, a division of Sanlam Capital Markets Limited, and a member of the Sanlam Capital Markets Executive. Thomas was instrumental in repositioning Sanlam Properties Proprietary Limited in the commercial property finance sector and building its real estate fund

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capability in addition to its property development. Thomas has held key positions in the derivative businesses of ABSA Bank and First Derivatives, a joint venture between First National Bank and Firstcorp Merchant Bank.

Wilhelm NautaWilhelm is Manager of Strategic Investments at RBH. Wilhelm’s responsibilities include the sourcing, management and growth of strategic investments, mergers and acquisitions, investment strategy and portfolio management. Prior to joining RBH Wilhelm spent 10 years in the Barnard Jacobs Mellet (BJM) equity research team, where he was rated as an investment analyst in many of the financial services and insurance sub-sectors, as well as the real estate sector.

2.3.2 Directors of Attacq Retail Fund (a major subsidiary of Attacq)

Richard ThomasRichard has 23 years of property finance experience gained with Nefic, Syfrets and NIB. He is head of Nedbank Corporate Property Finance in Cape Town and previously held the same title in KwaZulu-Natal for five years.

Louis van der WattRefer to paragraph 2.3.1 for a brief description of the experience and expertise of Louis van der Watt.

Morné WilkenRefer to paragraph 2.3.1 for a brief description of the experience and expertise of Morné Wilken.

Melt HammanRefer to paragraph 2.3.1 for a brief description of the experience and expertise of Melt Hamman.

2.3.3 Senior management (who are not directors of Attacq)

Nicolle WeirNicolle has extensive financial, auditing and asset management experience. Nicolle joined Attacq in 2008, first as an asset manager and then as a director of AAM in 2009. Under her operational leadership, the AAM team was honoured in 2011 with a prestigious IPD Investment Award for the Attacq fund being the best commercial and overall performer over three years. Nicolle completed her articles with Deloitte and represented Deloitte South Africa in its Global Exchange Programme, gaining three years’ experience in Toronto, Canada, specialising in telecommunications. Nicolle was a senior manager at Deloitte in the Corporate Finance division, and has eight years’ experience in auditing.

Helena AustenCommittees: Transformation, Social and EthicsHelena Austen joined Attacq as the head of the legal department effective 1 September 2013. Helena was admitted as an attorney in March 2002 and is a former partner in Vorster Pereira and director of Faber Goërtz Ellis Austen Inc. Helena has extensive experience and knowledge on South African tax legislation having assisted and advised on various tax matters. Helena also has experience structuring black economic empowerment transactions, carrying out schemes of arrangement, drafting contracts, corporate governance, general company law and company secretarial work.

2.4 Attacq advisors and company secretary

The names and business addresses of the company’s advisors are set out in the “Corporate information” section. Save for a senior employee of Edward Nathan Sonnenbergs Inc., who was not involved in the preparation of this prospectus, who holds 19 010 shares in the company, the company’s advisors do not have any interests in Attacq’s shares.

Talana Smith is the company secretary whose name, business address and qualifications are also set out in the “Corporate information” section.

As at the last practical date, Talana Smith held the following beneficial interest in Attacq shares:

Number of shares held % of shares in issueName of shareholder Directly Indirectly Total

Talana Smith 2 899 559 564 828 3 464 387 0.63

2.5 Additional information related to the directors

2.5.1 Annexure 3 contains the following information:2.5.1.1 directors’ emoluments;2.5.1.2 borrowing powers of directors;2.5.1.3 interests in shares and transactions;2.5.1.4 interests of directors and promoters; and2.5.1.5 directors’ declarations.

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2.5.2 Annexure 4 contains details of directors’ other directorships and partnerships currently and in the previous five years.

2.5.3 The salient terms of the service contracts of Morné Wilken and Melt Hamman are set out in Annexure 5.

2.5.4 The provisions of the MOI with regard to the following are set out in Annexure 6:2.5.4.1 qualifications of directors;2.5.4.2 remuneration of directors;2.5.4.3 any power enabling the directors to vote on remuneration to themselves or any member of the board;2.5.4.4 the borrowing powers exercisable by the directors and how such borrowing powers can be varied; and2.5.4.5 retirement or non-retirement of directors under an age limit.

3. HISTORY, STATE OF AFFAIRS AND PROSPECTS OF THE GROUP

3.1 History

The Atterbury group was founded in 1994 in Pretoria by Louis van der Watt and François van Niekerk with its main focus on developing retail shopping centres and commercial buildings. The Atterbury group consisted of Atterbury Investment Holdings Limited (now renamed Attacq Limited), Atterbury Property (a development company) and a number of subsidiaries, associates and joint ventures.

Important milestones in the history of Attacq

• 2005– Attacq is formed as a public unlisted capital growth fund with its main assets comprising its shareholding in Attfund

(the retail fund co-founded by Louis van der Watt and François van Niekerk in 2002) and certain other Attacq developments.

• 2006– Attacq converts to a public company on 19 October 2006.

• 2008– Via AWIC, Attacq acquires the Waterfall development rights from WDC, issuing Attacq shares in consideration for

the acquisition.• 2009

– Attacq acquires an effective 41.8% interest in Bagatelle – Mall of Mauritius, which opened in September 2011 as Attacq’s first regional shopping centre outside of South Africa.

• 2011– Attacq acquires an interest in MAS, which forms part of Attacq’s international diversification strategy.– Attacq’s main investment company, Attfund, enters into a merger transaction resulting in Attacq receiving Attfund

Retail shares.– Attacq receives an offer from and sells its interest in Attfund Retail to Hyprop and utilises the proceeds to fund the

repurchase of Attacq shares from WDC.– Attacq acquires a 75.11% interest in the retail fund Abacus.

• 2012– Attacq acquires a 25% shareholding in Atterbury Property.– Attacq acquires an effective 32.5% shareholding in the Mauritius-based Atterbury Africa, a property investment

company focused on investing and developing shopping centres on the African continent outside of South Africa.• 2013

– Attacq undertakes the establishment of a new retail fund to be named Attacq Retail Fund.– Attacq acquires a 100% interest in AAM, in effect internalising the asset manager and property manager of Attacq

by bringing AAM under its control.– Attacq lists on the JSE.

Attacq has delivered a CAGR in NAV per share of more than 20%, from inception. The group’s steady growth in asset value reflects new developments, refurbishments as well as mergers and acquisitions.

3.2 Nature of business

The Attacq group actively invests in and manages land, property development rights and investment properties, held directly or indirectly, and benefiting from key long-term strategic relationships and alignments. The group’s properties, property-related rights and land are in respect of office, mixed use, retail and light industrial properties and developments. The group’s focus is on long-term sustainable capital growth, which differentiates it from REITs focused on income and distributions to shareholders.

A diagram illustrating the group’s corporate structure is set out in Annexure 1.

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Attacq will be listing on the JSE in the “Real Estate – Real Estate Holdings and Development” sector and will not seek REIT status. The group’s focus on long-term sustainable capital growth differentiates it from other JSE-listed property entities that focus on the generation and regular distribution to shareholders of income derived from rental. The REIT regulatory regime is intended for property entities focused on income distribution rather than capital growth.

3.3 Investment and growth strategy

The business of the group is undertaken in two focus areas: investments and developments. Investments comprise completed buildings, held directly or indirectly. A number of the group’s investments were developed by Atterbury Property and retained by Attacq. Developments comprise greenfields development of land or brownfields development by refurbishment, upgrade or other improvement to existing buildings.

The properties and assets in the group’s investments provide stable income and balance sheet strength for the group to responsibly secure and fund high-growth opportunities within developments. In turn, the group’s developments generate a pipeline of high quality investment properties that grows investments, as developments are generally retained rather than realised. Attacq’s strategy is to have 65% by value of the group’s assets in investments and 35% in developments. Attacq’s weighting of investments to developments, its re-investment of profits from rentals or occasional disposals, and its retention of completed developments as investments rather than their sale and resultant realisation of development profits, are intended to optimise long-term sustainable capital growth and enhance total returns to shareholders.

Attacq diversifies its investments geographically. Long-term, the group’s strategy for its investments is to invest 70% by value in South Africa, 20% by value in other parts of Africa and 10% by value internationally outside of Africa. As at 31 March 2013, by value, 84% of investments was in South Africa, 6% in other parts of Africa and 10% internationally outside of Africa.

The diversification into other emerging and developed markets provides the group with an element of a hedge against geographical concentration and currency or exchange rate risk. The property exposure is held via direct ownership in property or via investments through listed and unlisted entities.

The investments in the rest of Africa are driven by the future potential growth in the group’s target countries as well as a Rand hedge. Attacq has exposure to Mauritius, Ghana, Zambia and Namibia.

The international investments outside Africa have been somewhat opportunistic and the group’s strategy in this regard has evolved over the last few years. Attacq regards its investment in MAS as strategic and intends to sell some of its international assets to MAS to increase Attacq’s shareholding in MAS – these sale transactions are referred to in more detail in Annexure 10. Strategically, Attacq does not envisage further direct investments in closed ended funds such as Karoo.

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The diagram below summarises the group’s strategy and business:

Utilise balance sheet to secure and fund developments

Investments – 65% Developments – 35%

International – 10%• Rand hedge;• Geographical diversity;

Developments• Development profit/revaluation;• Capital growth;

MAS

Other

AtterburyAfrica

Mauritius

Other

Direct portfolio• Office and mixed use• Retail• Light industrial• Vacant land

Listed/UnlistedFunds

Brownfields

Greenfields

Landholding

Create Pipeline

Provide completed buildings to generate income

Increase in Risk/Return Profile

Africa – 20%• Rand hedge mainly US dollar

correlated;• Geographical diversity;• High growth prospects;

South Africa – 70%• Stability;• Predictable income flow;• Capital and income growth;

Attacq offers investors participation in the following:

• the Waterfall development rights constitute a unique infill development centrally located in the Midrand area of the Gauteng region, South Africa’s economic heartland. This includes Waterfall City, built around the Mall of Africa, a 116 000 m2 super regional mall well-positioned and tenanted for a catchment area of some 6.7 million people and the adjoining 13 400 m2 open inner city park. The current approved bulk in the Waterfall pipeline is 1.75 million m2. There is the potential to increase these rights over the next 10 to 15 years provided that the City of Johannesburg’s spatial development framework increases. Further details of the development are set out in paragraph 3.8 below and of the approved bulk and development rights in paragraph 2.5 of Annexure 10;

• quality retail, office and mixed use and light industrial portfolio with the following landmark properties:– 74 000 m2 Lynnwood Bridge mixed use development in Pretoria (100.0%);– 53 362 m2 Garden Route Mall in George (80.0%);– 80 115 m2 Brooklyn Mall in Pretoria (20.5%);– 53 051 m2 Mooirivier Mall in Potchefstroom (82.0%);– Eikestad Mall Precinct in Stellenbosch: 32 453 m2 Eikestad Mall (65.6%), 3 616 m2 Mill Square (65.6%) and

10 655 m2 Andringa Walk (82.0%); and– 35 671 m2 Massbuild Distribution Centre at Waterfall, Johannesburg (85.9%);

• existing landmark developments:• – 116 000 m2 Mall of Africa super regional mall at Waterfall in Johannesburg (85.9%);

– 75 000 m² Newtown and Majestic development in the Johannesburg CBD (62.5%);– 44 200 m² Cell C Campus on the Buccleuch interchange in Johannesburg (85.9%);– 23 139 m² Group 5’s new head office at Waterfall in Johannesburg (85.9%);– 26 286 m2 MB Technologies warehouse at Waterfall in Johannesburg (85.9%);– 55 000 m² Mall of Namibia, a regional mall in Windhoek in Namibia (31.3%); and– 15 000 m2 Lynnwood Bridge Phase III in Pretoria (100%);

• strategic stake of 25% in Atterbury Property which has more than 19 years’ experience in property development and investments;

• Africa exposure via a 32.5% effective shareholding in Atterbury Africa; and• international diversification strategy with a 23.9% shareholding in MAS.The percentages in the paragraphs above represent total effective shareholding.

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3.4 Prospects

While the board recognises the constraints and challenges impacting on the South African economy at present and going forward, it is confident that the group will continue to show positive income and capital growth, given the quality of its investment properties and development pipeline and the nature and strength of the group’s key strategic relationships.

The group’s investments in retail, office, mixed use and light industrial properties are high quality, generating stable, growing rental income. Additional investments will result from the group’s roll out of its existing development pipeline over the next 10 – 15 years, with particular emphasis on the Waterfall pipeline and its long-term potential as a unique infill development centrally located in the Midrand area of the Gauteng region, South Africa’s economic heartland. The group will continue to expand its development pipeline and grow its long-term prospects, through opportunities it secures and through its strategic relationships, particularly with Atterbury Property (in which it is a 25% shareholder). The listing of Attacq on the JSE will enable Attacq to access capital efficiently, raise its profile and expand its investor base, all of which is expected to enhance Attacq’s prospects.

Attacq is well-positioned to take advantage of the strong growth opportunities on the African continent via its investment in Atterbury Africa. The geographical diversification strategy through the group’s investment into Africa and internationally is expected to mitigate the risk of the exposure of the group to the broader South African economy and the South African interest rate environment.

3.5 Management team

The diagram below sets out the structure of the management of Attacq.

CEO

Morné Wilken

Financial Director

Melt Hamman

Head Office

Finance Team

Company Secretary

Talana Smith

Head of Asset and Property Management

Nicolle Weir

Portfolio

Management Team

Head of Legal

Helena Austen

Executive director

Louis van der Watt

Attacq benefits from an executive team of experienced individuals with proven track records.

The team is headed by Morné Wilken, chief executive officer, and Melt Hamman, financial director.

Louis van der Watt, in his capacity as an executive director, provides significant expertise, experience and strategic direction and Attacq is able to leverage off his extensive network to initiate deals for Attacq.

Talana Smith, the company secretary, has played a key role since the formation of the group and her extensive regulatory and commercial experience is a valuable asset to the team.

Attacq’s head of asset and property management, Nicolle Weir, has five years of asset and property management experience and was the operational director of AAM, the now 100% controlled asset management subsidiary of Attacq. Under Nicolle’s management, Attacq has won the Investment Property Databank award for the best performing commercial fund for three consecutive years.

Helena Austen joined Attacq as the head of the legal department with effect from 1 September 2013. Helena is an admitted attorney with significant taxation, corporate and commercial legal experience.

3.6 Asset management

Historically, Attacq had outsourced its asset management services to AAM. In line with what it considers to be international best practice for a fund of the size of Attacq and to align the interests of the asset management executives with those of the company and its shareholders, the board took the strategic decision to internalise the asset management function through the acquisition of 100% of AAM. Operationally this was implemented from 1 July 2013 and the terms of the agreement in this regard are summarised in paragraph 1.3 of Annexure 10.

Notwithstanding the decision to internalise the asset management function, the board is of the view that in regard to the newly established Attacq Retail Fund it is appropriate to adopt a phased-in approach to the internalisation of the asset management and, accordingly, has entered into a five-year asset and property management agreement with Atterbury Property (via Attacq Retail Fund Asset and Property Management, an AAM subsidiary). As remuneration for all the management duties rendered by Atterbury Property, an annual management fee equivalent to the sum of 0.199% of the Gross Asset Value and 49% of the

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profit generated by Attacq Retail Fund Asset and Property Management will be paid on a monthly basis. The termination date of this agreement is 30 June 2018. This arrangement allows Attacq to internalise the complete asset management function without taking any performance risks and as an additional benefit it is intended that the retail asset management knowledge will be transferred to Attacq and AAM staff during the life of the agreement. The salient terms of this agreement are set out in paragraph 1.5 of Annexure 10.

Attacq’s associate companies retain the services of existing external asset managers, including in respect of the following properties or portfolios:• the Mall of Mauritius and Bagatelle Office, as set out in paragraphs 3.7.6.1 and 3.7.6.2;• Atterbury Africa, as set out in paragraph 3.7.6.3;• Mall of Namibia, as set out in paragraph 3.8.4;• Rapfund, as set out in paragraph 3.7.5.1;• Brooklyn Mall, as set out in paragraph 3.7.2.3;• Wingspan, as set out in paragraph 3.7.5.2;• MAS, as set out in paragraph 3.7.7.1; and• Club 1 and Club Retail, as set out in paragraphs 3.7.1.3 and 3.8.5.

These associates are reflected within the group structure as set out in Annexure 1.

3.7 Attacq’s properties

3.7.1 South Africa: offices and mixed use

3.7.1.1 LynnwoodBridgeDevelopment

Lynnwood Bridge is a prime 74 000 m² mixed use development in Pretoria East situated on the north east corner of the N1 Highway Lynnwood Road off-ramp. The development has excellent access onto and off the N1 Highway as well as the recently upgraded Lynnwood Road.

This development consists of three premium A-grade office buildings, a retail component, a hotel and bulk land under development. Two of the office buildings (known as the Aurecon building and the Adams & Adams building) are single tenanted with long-term leases and the third building is multi-tenanted.

Aurecon provides engineering, management and specialist technical services for public and private sector clients globally. Aurecon occupies a building with a GLA of 21 628 m2, which is owned 78.1% by Attacq. Aurecon has signed an 11-year lease expiring in April 2023. The building was completed during 2011 and was the first Green Star rated building in Tshwane. The Green Building Council of South Africa (GBCSA) awarded it a 4-Star Green Star SA Office Design V1 rating.

Adams & Adams is a leading South African law firm specialising in intellectual property law, in addition to providing general commercial legal services. Adams & Adams has signed a 12-year lease expiring in October 2022 on a building of 13 565 m2.

The third building with a GLA of 3 311 m2 is fully let with well-known tenants including Atterbury Property, Sanlam Private Clients, Pentad and Studio 3 Architects. This building and the Adams & Adams buildings are wholly-owned by Attacq.

The retail component of Lynnwood Bridge, which is 100% owned by Attacq, is a 12 550 m2 lifestyle and entertainment centre with Woolworths, Safari & Outdoor, The Pro Shop, Cycle Lab and Planet Fitness as the key lifestyle tenants. The entertainment tenant mix includes eight very successful restaurants and the Atterbury Theatre which was sold and transferred to the Atterbury Trust during July 2013. The tenant mix has created a very strong entertainment node in Pretoria which is the destination of choice amongst the LSM 7 to 10 market.

Located in the Lynnwood Bridge development, City Lodge adds a much needed business and leisure accommodation dimension. It has 205 tastefully decorated bedrooms, complemented by three board/meeting rooms, a coffee shop, a fitness room, a swimming pool and wireless internet throughout the hotel. The three star hotel is wholly-owned by Attacq. Attacq has signed a 10-year lease with City Lodge Hotels Limited which commenced on 1 June 2010.

Further details relating to the Phase III development is set out in paragraph 3.8.3 below.

3.7.1.2 BrooklynBridgeandLewisHouse

Following the conclusion and implementation of the binding heads of agreement set out in paragraph 1.2 of Annexure 10, Attacq will hold 100% of Brooklyn Bridge Office Park Proprietary Limited (“Brooklyn Bridge”). Brooklyn Bridge is a mixed-use development, completed in June 2008, comprising six stand-alone A-grade office buildings including Lewis House which is located on the

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opposite side of Fehrsen Street and linked to the main buildings via a pedestrian bridge which also links directly into Brooklyn Mall. Brooklyn Bridge and Lewis House have a combined GLA of 25 742 m². The offices have all been finished to the highest quality providing premium grade office space in a good location. The Brooklyn suburb is a dynamic hub offering high end residential properties and several upmarket mall developments. The Chamber of Advocates, SARS, Standard Bank, and the Irish and Mexican embassies are some of the key tenants within this development along with the award winning Kream restaurant and Pangea Lounge. The Regus Group have taken beneficial occupation of approximately 1 000 m² from 1 September 2013.

3.7.1.3 Club1

Attacq owns an effective 40% shareholding in Club 1 via The Club Retail Park Proprietary Limited (31%) and Atterbury Property (9%). Club 1 is the first phase of a four phased mixed use precinct located across the road from the Pretoria Country Club on the corner of Dely Road, 18th Street and Pinaster Avenue in Hazelwood. The building is well-located in terms of proximity to the exclusive Waterkloof and Brooklyn suburbs and is easily accessible from the N1 highway through the main arterials like Garsfontein and Atterbury roads. Club 1 has a GLA of 6 082 m² and consists of retail space on the ground floor and 3 levels of A-grade office space. The office space is currently let to a single tenant being Unisa while the ground floor retail consists of Café 41, an interior furniture shop and a vacant shop. Construction is currently underway on phase 2, being Club Retail across the road and completion is targeted for April 2014.

3.7.1.4 WoodmeadNorthOfficePark

AWIC holds a 50% undivided share in Woodmead North Office Park, the other shareholder being East & West Investments. This 4 471 m² office building is the first development completed by AWIC on Waterfall Business Estate and is the head office for Altech, who took occupation during October 2012 in terms of a 10-year lease expiring September 2022. The building is located adjacent to the Buccleauch Interchange with access onto the N1 highway.

3.7.1.5 GreatWesterford

Attacq has a 50% undivided share in Great Westerford. The 32 667 m² A-grade office building is situated at 240 Main Road, Rondebosch, Cape Town. The building is the old Southern Life Head Office and has subsequently been renovated and turned into A-grade multi-tenanted office space. The building has a good on-site parking ratio with an additional 335 parking bays at the Newlands parkade which is within walking distance and accessible via a dedicated building shuttle. Great Westerford is currently classified as held for sale.

3.7.2 South Africa: retail

3.7.2.1 GardenRouteMall

Attacq owns 80% of the Garden Route Mall via Mantrablox Proprietary Limited and has the option to acquire the remaining 20% from Hyprop. The Garden Route Mall is a 53 360 m² mall and is located on the corner of the N2 highway and Knysna Road (N9) in George. The mall is mature with good solid performing tenants. 87% of the tenants are national tenants with Dischem, Woolworths, Edgars, Game and Pick n Pay being the key anchor tenants within the mall. Foot count and trading densities continue to increase year-on-year despite the challenging retail environment in George. The mall remains the only dominant regional mall in the area between Mossel Bay and Plettenberg Bay.

3.7.2.2 GlenfairBoulevard

Glenfair Boulevard is wholly-owned by Attacq and is situated on the corner of Lynnwood and Daventry Roads opposite the Lynnwood Bridge development. The 17 205 m² shopping centre has been the mark of convenience for over 40 years with a loyal customer base, is well-located in relation to the N1 highway and forms part of the Lynnwood Bridge node. Included in the total GLA are offices of 1 500 m2. An extensive refurbishment was completed during 2011 which saw the introduction of Dischem, Superspar and a refurbished Intercare. The centre is also anchored by Checkers on the lower level. The tenants post refurbishment have seen a significant increase in their turnovers and the new modern open feel to the centre has been well-received in the community. A further 1 000 m² of bulk rights were approved early in the year and a lease agreement has been concluded with a Spur franchisee to build a restaurant facing Lynnwood Road adjoining the existing centre.

3.7.2.3 AttacqRetailFund(previouslyAbacus)

Attacq owns 81.95% of Attacq Retail Fund which owns the Mooirivier Mall (100%) in Potchefstroom and a 25% undivided share in Brooklyn Mall in Pretoria. Attacq Retail Fund also owns the Eikestad Mall precinct which consists of Eikestad Mall (80% undivided share), Mill Square (80% undivided share) and Andringa Walk (100%), all located in Stellenbosch.

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Attacq intends to acquire the balance of the shares in Attacq Retail Fund which are not already owned by Attacq from Nedbank Limited, being an 18.05% holding, in order to wholly-own the company.

Attacq intends to consolidate Garden Route Mall into the Attacq Retail Fund in the near future. Attacq and SIM have been in negotiations to form a joint venture where SIM will acquire 49% of the shares in Attacq Retail Fund. The terms of this transaction are still to be finalised.

Mooirivier Mall is a 53 051 m² regional shopping centre situated along the N12 highway at the entrance to Potchestroom along the banks of the Mooirivier. The property is the dominant mall in the area and offers a family friendly environment with shopping and entertainment. The mall has a large national tenant component and trades exceptionally well. The mall has received two awards namely the SACSC National Retail Design and Development Award for Super/Regional Malls and Shopping Centres, as well as the Spectrum Award that celebrates retail excellence across all disciplines and sectors in South Africa.

Brooklyn Mall and the adjacent Design Square were merged during September 2011 and the merger has created a more diverse retail experience enhanced by the superior decor offering of Design Square. Brooklyn Mall is a 80 115 m² regional shopping centre situated in the heart of Pretoria’s cosmopolitan Embassy suburbs. Brooklyn Mall combines all the right components to create a vibrant hub of activity for the capital’s most prestigious neighbourhood. Design Square offers a fine selection of exclusive name interior stores ranging from antiques to contemporary furnishings. Brooklyn Mall offers the convenience of one-stop-shopping catering to the requirements of the most discerning shopper. A full complement of national retailers along with approximately 180 specialist retail stores provides a comprehensive and sound matrix of retail choice. Brooklyn Mall is undergoing a refurbishment which has seen the introduction of some high end fashion brands such as Gap and Country Road as well as those brands owned by the Platinum Group. The last phase of the refurbishment will see the introduction of Zara and the seamless connection of Brooklyn Mall with Design Square.

Eikestad Mall precinct is situated in the heart of Stellenbosch, the second oldest town in South Africa. The precinct has been part of the Stellenbosch CBD since the 1970’s and continues to change with the town, and has therefore recently undergone a significant upgrade in order to meet the needs of its shoppers. The Eikestad Mall precinct consists of three interconnected multi-use developments namely Eikestad Mall (32 453 m²), Andringa Walk (10 655 m²) and Mill Square (3 616 m²). Eikestad Mall and Andringa Walk were refurbished and connected via a two level pedestrian bridge with an overhaul and introduction of a high-end tenant mix with the conversion of Shoprite into a Checkers store and the opening of the first Virgin Active in Stellenbosch. Other key tenants include Woolworths, Food Lover’s Market and Game, as well as a broad variety of entertainment, food, fashion, beauty and other specialist stores. The mall offers 750 undercover parking bays which is a huge competitive advantage given the severe parking shortage in Stellenbosch. The tenant mix was designed around recapturing the spend of the higher LSM. Mill Square is the last remaining part of the precinct which is still under development and is expected to be completed by the end of 2013. Mill Square was designed around historically protected buildings and will offer an entertainment hub with a number of restaurants opening onto a courtyard. In addition to the entertainment offering there is 2 045 m² of commercial A-grade office space.

3.7.2.4 DeVille

De Ville is wholly-owned by Attacq and its recent refurbishment was completed during 2011. The centre is a community centre with a total GLA of 13 455 m² of which 2 558 m² consists of a B-grade office tower above the retail centre. The building is situated on the corner of Wellington and Main roads and is well-positioned in the heart of Durbanville, Cape Town. The refurbished centre has a clean modern feel and provides good parking facilities relative to the surrounding convenience centres and includes 515 undercover parking bays. The anchor tenants are Pick n Pay and Virgin Active, both of whom have signed long-term leases. De Ville is no longer considered to be core to the Attacq portfolio and the intention is to dispose of this property in due course.

3.7.3 South Africa: light industrial

Massbuild Distribution Centre

The Massbuild Distribution Centre forms part of the security controlled Waterfall Business Estate in Midrand and is located on the corner of Allandale and Old Pretoria Main Road. The site is easily accessible from Pretoria, Sandton and Johannesburg via the N1 highway with good visibility from the N1 highway. It is in close proximity to OR Tambo and Grand Central airports. The Massbuild Distribution Centre, of which Attacq owns an effective 85.9%, via AWIC, is a high tech distribution warehouse. The total GLA, excluding the yard area is 35 671 m² with 380 on-site parking bays. Massbuild took occupation in April 2013 after signing a 15-year triple net lease.

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3.7.4 South Africa: vacant land

Le Chateau

Attacq owns 100% of Le Chateau which is situated near the Hartebeestpoort Dam in the Estate D’ Afrique development. The 5.856 hectares of vacant land currently has zoning rights for hotel, retail and high density units. This piece of land was acquired as part of the transaction when Attacq acquired 100% of the Lynnwood Bridge Development. Le Chateau does not form part of Attacq’s core portfolio.

3.7.5 South Africa: indirect property portfolio

Reach

Reach is invested in two retail portfolios as follows:

3.7.5.1 Rapfund

Reach owns 52% of the Rapfund portfolio. Rapfund is focused on convenience centres smaller than 13 000 m² in GLA and is typically anchored by a national food store operator. The following centres are included in Rapfund with the following holdings:• Johannesburg

– Eden Meadows Shopping Centres – 100%;– Featherbrooks Village – 100%;– Honeydew Village – 50%;– Kingfisher Corner – 100%;– L’Corro Shopping Centre – 45%;– Parktown Quarter – 50%;– Verdi Shopping Centre – 100%;– Northcliff Shopping Centre – 50%;– Lyttleton Shopping Centre – 100%;

• Midrand– Sanridge – 100%;

• Pretoria– Waterkloof Corner – 100%; and

• Cape Town– Steenberg Village – 100%.

The Rapfund portfolio is currently valued at R1.3 billion based on a weighted average capitalisation rate of 8.8%.

3.7.5.2 Wingspan

Reach owns 68.4% of the Wingspan portfolio which is a specialised fund of upmarket community and regional shopping centres. The Wingspan portfolio comprises five retail properties valued in excess of R2.2 billion based on a weighted average capitalisation rate of 8.8%. The Wingspan portfolio comprises the following properties with the following holdings:• Fountains Mall in Jeffreys Bay – 32%;• Irene Village Mall in Pretoria – 90%;• Village Mall in Hartebeespoort Dam – 100%;• Weskus Mall in Vredenburg – 91%; and• Westwood Shopping Centre in Durban – 55%.

Westwood Shopping Centre is currently undergoing a refurbishment which will result in the introduction of a 3 000 m² Game store.

3.7.6 Africa portfolio

3.7.6.1 Bagatelle–MallofMauritius

Attacq, via Atterbury Mauritius Consortium Proprietary Limited, owns an effective 41.8% of this 45 000 m² mixed-use development. It opened on 29 September 2011 and comprises a retail centre of 40 000 m², a 220-room hotel and a petrol station. This asset is strategically located in the heart of the most economically active region in Mauritius, between the capital of Port Louis and the emerging Cyber City growth zone.

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3.7.6.2 BagatelleOffice

The office development forms part of the Bagatelle precinct and can accommodate approximately 30 000 m² of commercial bulk. The size of the buildings will be determined by tenants’ requirements. The first building has been completed and 50% of this building has been let to Arup Sigma whose lease expires on 30 June 2023. Arup Sigma has been established in Mauritius since 1975 and offers a broad range of services including structural, civil and environmental engineering.

3.7.6.3 AtterburyAfrica

Attacq has a direct 25% (effective 32.5%) shareholding in Atterbury Africa via its wholly-owned subsidiary AIHI.

Attacq, via AIHI, has committed to invest R250 million over the next few years in this venture. Atterbury Africa invests in existing and to be developed retail centres across sub-Saharan Africa. Hyprop has committed to invest R750 million as Attacq’s investment partners.

To date, Attacq has invested US$11.2 million in Atterbury Africa and, with this, Atterbury Africa has secured the following assets:• a 45% interest in West Hills Mall which is situated in the West of Accra, Ghana and will measure

approximately 27 700 m² upon completion in October 2014. Key tenants secured to date include Shoprite, Edgars, Jet, Truworths, Identity, Foschini Group and Woolworths;

• a 47% interest in Accra Mall in Accra, Ghana and will measure 19 075 m². The retail centre has been fully let. This mall has a long tenant waiting list due to high demand for retail space. Phase 2 is in planning and will increase the GLA of the mall to 42 023 m2;

• a 75% interest in Achimota in Accra, Ghana. This site has an area of 3.59 hectares. Atterbury Africa has recently obtained approval to build a shopping centre of approximately 14 000 m² with completion expected by March 2015; and

• a 25% interest in Waterfall Mall in Lusaka, Zambia, which is vacant land measuring 8.09 hectares.

All these assets are developed in partnership with local investors. For West Hills Mall, the Ghanaian Pension Fund known as the Social Security National Insurance Trust is the key local partner. In addition, Sanlam Core Real Estate Fund Limited holds an effective 47% interest in the Accra Mall.

3.7.7 International portfolio

3.7.7.1 MAS

Attacq owns 23.9% of MAS, subject to the full implementation of the Artisan disposal, which is a strategic investment and forms part of Attacq’s international diversification strategy. MAS is listed on the Euro-MTF market of the Luxembourg Stock Exchange where it has its primary listing with a secondary listing on the Alternative Exchange of the JSE.

MAS’ strategy is to invest 70% of its funds in core, mature assets with long-term leases, thus providing predictable cash flow used to pay dividends. The strategy is to invest the remaining 30% of its assets in developments that have slightly higher risk and reward profiles. This enables MAS to generate long-term capital growth. Historically MAS has approached Attacq to co-invest in a number of developments as a strategic investment partner, thereby increasing Attacq’s effective exposure to international developments. An example is Caltongate, as set out in paragraph 3.7.7.4 below.

MAS raised approximately €23.8 million during February 2013. It is expected that the favourable buying opportunities in the UK market and greater Euro zone will continue for at least another 18 months and MAS is well-positioned to make further acquisitions.

3.7.7.2 KarooI

Attacq has an effective 36.8% interest in Karoo I via Arctospark. Karoo I targets real estate capital markets, including equity and debt investments, in listed and unlisted enterprises. Underlying assets comprise mainly commercial real estate physically located in Western Europe including the United Kingdom, Ireland, North America and Canada. The fund is listed on the Euro-MTF market of the Luxembourg Stock Exchange and has a five-year lock-in until 2015. Attacq’s interest in Karoo I is in the process of being sold to MAS, as set out in paragraph 1.4.2 of Annexure 10.

3.7.7.3 KarooII

Attacq has an effective 39.9% interest in Karoo II via Arctospark. Karoo II has the same investment strategy, lock-in period and target market focus as Karoo I, but is allowed to invest directly in property whereas Karoo I only invests in equity and debt instruments. The fund is invested in many of the same assets as Karoo I, weighting them differently. The material difference between the two funds is

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Karoo II’s investment in Waterside Shopping Centre in the North East of England composing 39% of its current NAV. Attacq’s interest in Karoo II is in the process of being sold to MAS, as set out in paragraph 1.4.2 of Annexure 10.

3.7.7.4 Caltongate

Attacq via AIHI has a direct interest of 26.3% in the Caltongate development, a 70 000 m² mixed-use precinct in Edinburgh, Scotland. Attacq’s interest in Caltongate is in the process of being sold to MAS as set out in paragraph 2.1 of Annexure 10.

3.7.7.5 Bishopsgate

Bishopsgate is a student residential development in Birmingham, England. There are 147 student residential units well located in close proximity to the CBD and Birmingham University. Attacq via AIHI has a 29.8% interest in Bishopsgate.

3.7.7.6 NovaEventis

Attacq has an effective interest of 19.7% in Nova Eventis, a 91 000 m2 super-regional retail centre in Germany. Nova Eventis is trading acceptably under difficult macro-economic conditions.

3.8 Attacq’s developments

3.8.1 Waterfall Business Estate

In 2008, AWIC secured the rights to develop the commercial property on the Waterfall Business Estate and the right to obtain the leasehold title thereto. The key terms of the relevant agreements have been summarised in paragraph 2.5 of Annexure 10.

Waterfall Business Estate is located between the Allandale and Woodmead off-ramps on both sides of the M1/N1 highway in Johannesburg, Gauteng. The land joins Modderfontein to the east and Kyalami and Sunninghill to the west. It is accessible from Pretoria via the N1, R21 and R55, and from Sandton and Johannesburg via the M1, N1, N3 highways and the R55. Waterfall is expected to close the gap between the Johannesburg and Tshwane corridor. The business estate measures approximately 311ha and 1.75 million m² of developable bulk has to date been approved. The development of Waterfall will be market-driven, and is expected to be rolled out over the next 10 to 15 years.

The most significant infrastructure improvement to Waterfall was the upgrade of the Allandale interchange which cost SANRAL approximately R800 million. The upgrade has resulted in a free flow interchange which has significantly improved accessibility. This access creates a significant competitive edge for Waterfall. AWIC has also undertaken various infrastructure developments since 2008 and continues to upgrade the K101 and the Allandale Road. The continuing upgrades west of Allandale Road are critical for the recently announced Mall of Africa which will be the heart of Waterfall City.

Key advantageous differentiators for Waterfall Business Estate are its accessibility to major road infrastructure and the fact that the total development is planned as a greenfield development. A greenfield development allows the best urban design principles to be applied in determining infrastructure, services and open public spaces. This ensures a sustainable city whereby all elements integrate seamlessly and efficiently.

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Summary of development of Waterfall land larcelsBulk/GLA status

Remaining development

timelineTotal land

area

Total developable

bulk Completed

Under construction and secured

pipeline

Remaining undeveloped

bulk

# Land parcel Description (Years) (m2) (m2) (m2) (m2) (m2)

1. Parcel 3 Convenience Corner 8 50 000 15 000 – – 15 000

2. Parcel 8Waterfall Distribution Campus 3 405 969 198 132 44 671 – 153 461

3. Parcel 9 Watefall Logistics Precinct 5 331 183 165 592 – 7 500 158 0924. Parcel 10 Waterfall City 12 1 045 000 800 000 – 142 235 657 7655. Parcel 10A Corporate City 10 294 200 120 000 – – 120 0006. Parcel 10B Business Centre 8 53 300 20 000 – – 20 0007. Parcel 12 Capital City 8 217 483 72 520 – – 72 5208. Parcel 15 Lifestyle Estate 2 153 162 50 600 – 39 700 10 900

9. Parcel 20Woodmead North Office Park Completed 10 487 4 194 4 194 – –

10. Parcel 21 Landmark Park 1 113 998 58 200 – 44 200 14 00011. Parcel 22 Commercial District 2 253 189 94 000 – 30 960 63 04012. Parcel 24 Factory Depot 10 308 500 154 250 – – 154 250

3 236 471 1 752 488 48 865 264 595 1 439 028

Details of development of Waterfall land parcels

• Land Parcel 3 – Convenience Corner

This land parcel has a land area of 50 000 m² with developable bulk of 15 000 m² for retail. The land has not been proclaimed and no developments have been undertaken to date. The land has been independently valued as non-serviced land as at 30 June 2013.

• Land Parcel 8 – Distribution Campus

This land parcel has a land area of 396 264 m² with developable bulk of 198 132 m² for commercial use. This excludes an area of 9 705 m2 which consists of an artificial wetland and land earmarked for the construction of a power substation.

The Massbuild Distribution Centre was developed on this land parcel using a land area of 121 106 m². Further details are set out in paragraph 3.7.3 above.

Adjacent to the Massbuild Distribution Centre lies a 9 000 m² (GLA) distribution centre for Digistics. Land area of 26 749 m² was used in the development. Digistics is the distributor to KFC and McDonalds. This development was sold after completion to Portimix Proprietary Limited in September 2012 and has been excluded from the valuation as at 30 June 2013.

The remaining land portion on the land parcel is 248 409 m². It has been independently valued as serviced land as at 30 June 2013.

• Land Parcel 9 – Logistics Precinct

The land parcel has a land area of 331 183 m² with developable bulk of 165 592 m² for commercial use. The land has not been proclaimed and no developments have been undertaken to date. The land has been independently valued as serviced land as at 30 June 2013.

Comztek Proprietary Limited, a leading distributor of networking, security, hardware and software products, signed a 10-year lease for 7 500 m2 (GLA) of warehouse space after 30 June 2013. Construction will commence shortly.

• Land Parcel 10 – Waterfall City

This land parcel has a land area of 1 045 000 m², with developable bulk of 800 000 m² for mixed use comprising retail, office, hotels, other services and residential.

Waterfall City has made headlines in recent months. At the centre of these headlines and the heart of Waterfall City, is the 116 000 m² super regional Mall of Africa (120 000 m2 of developable bluk), with an adjoining 13 400 m² open intercity park.

Mall of Africa is a super regional shopping mall that will be completed in a single phase and is expected to commence trading in the first half of 2016. It will have a catchment area of approximately 6.7 million people who live within an hour’s drive away, 4.9 million of whom are within half-an-hour’s drive. This number is expected to grow as more developments are undertaken and completed in the Waterfall Business Estate.

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Access to Mall of Africa will be easy as a result of the upgraded Allandale off-ramp and the improvements made to the Allandale Road and the extended Maxwell Drive. In addition, Mall of Africa will enjoy the benefits of public transport such as the Gautrain given that the Midrand Gautrain station is only minutes away.

Green view lines linking the entire city will be consolidated in the open inner city park. These links will be provided through walk-ways, open exhibition areas, bicycle lanes, and other recreational facilities that can be enjoyed by the city’s residents and the public.

In addition to Mall of Africa, Waterfall City will consist of the following:– 400 000 m² of A-grade corporate offices. Demand for office space in the Waterfall/Midrand/Woodmead/

Sunninghill area remains steady and offers a convenient alternative to Sandton and Rosebank;– approximately five hectares of vacant land has been earmarked for hotel developments and represent

30 000 m² of bulk;– a business development of approximately 150 000 m² of bulk; and– 960 high density residential units will be built on a 100 000 m² of bulk area and will be developed in

phases.

Waterfall City will be managed by means of an umbrella Property Owners Association (POA) which will be based on the same concept as the more commonly known central improvement district. The key objective of this POA will be to manage and maintain the Waterfall City common infrastructure including security in and around the city, public transport (including taxi associations), landscaping, pavements, bicycle lanes, public park areas and the general management of service level agreements with council on basic services including maintenance of roads, traffic light replacement and emergency services.

This will result in a world class city that is clean, safe and secure. The aesthetically beautiful and well-maintained public areas are expected to attract blue chip companies and young professionals to the city.

Sophisticated security surveillance equipment will be installed throughout the city and the greater Waterfall Business Estate and will be monitored 24 hours a day to ensure safety and security for the residents and the public. The costs to manage the Waterfall City POA will be collected from its members being the owners of the properties within Waterfall City.

The first development within the Waterfall City precinct is Maxwell Office Park. The office park will be developed in four phases in association with East & West Investments through a 50/50 joint venture.

On completion, this 36 000 m² (GLA) office park will boast seven individual buildings that range from 4 500 m² to 6 000 m² (GLA) and a variety of communal facilities. The land area for the total development is 60 520 m² with developable bulk of 37 000 m².

Phase I of the development has already commenced using a land area of 18 300 m² and developable bulk of 11 104 m² and consists of two buildings. The first building with a GLA of 6 198 m² will be a single tenanted building and will be the headquarters of Golder Associates Africa Proprietary Limited for an initial period of 10 years commencing February 2014. Golder Associates Africa Proprietary Limited, is a global group of consulting companies specialising in ground engineering and environmental services. The second building is a multi-tenant building with a GLA of 5 154 m². Cipla, Atterbury Property and Attacq have all signed long-term leases for office space in the second building.

As at 30 June 2013, these Phase I buildings have been valued as properties under construction. The remaining land area is 42 220 m² and developable bulk is 25 896 m² and has been independently valued as serviced land.

Construction of two more buildings will commence during November 2013 and will form part of Phase II of the development. Premier Foods has signed a ten-year lease for 4 343 m² and the other building measuring 4 360 m² is being constructed on a speculative basis. Phase III and IV will be undertaken on a tenant needs basis.

A 150 bed 3-Star City Lodge (6 180 m2) has already been secured through a triple net lease. The hotel will be built to the same standard as the City Lodge Hotel at Lynnwood Bridge. Construction is scheduled to commence in October 2013 and City Lodge will take occupation in November 2014. The remaining land, with hotel rights, makes provision for at least two upmarket (5-Star) hotels to be constructed as required in the future.

• Land Parcel 10a – Corporate City

This land parcel measures 294 200 m² with developable bulk of 120 000 m² for offices. The land has not been proclaimed and no developments have been undertaken to date. The land has been independently valued as serviced land as at 30 June 2013.

• Land Parcel 10b – Business Centre

The land parcel measures 53 300 m² with developable bulk of 20 000 m² for offices. The land has not been proclaimed and no developments have been undertaken to date. The land has been independently valued as serviced land as at 30 June 2013.

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• Land Parcel 12 – Capital City

The land parcel measures 217 483 m² with developable bulk of 55 000 m² for potential corporate head offices. There is additional bulk of 17 520 m2 on this site that is in the process of being approved. The land has not been proclaimed and no developments have been undertaken to date. The land has been independently valued as serviced land as at 30 June 2013.

• Land Parcel 15 – Lifestyle Estate

This land parcel measures 153 612 m² with developable bulk of 50 600 m² for offices, a convenience centre, a lifestyle centre and other uses.

Group 5’s Johannesburg operation will be consolidated in a 23 139 m² (GLA) building situated on the corner of Maxwell Drive and Country Lane. The building has been registered as a 5-star Green Star SA Certificate in both the Design and As-built categories. The development lies on a portion of Land Parcel 15 and is scheduled for completion in December 2013. The initial lease period is 12 years.

Land area of 51 632 m² and developable bulk of 20 000 m² have been used for the development. This leaves a land area of 101 980 m² and developable bulk of 30 600 m². The land has been independently valued as serviced land as at 30 June 2013.

Two more developments commenced post 30 June 2013 on this remaining portion. These are Waterfall Corner Retail Centre and Waterfall Lifestyle.

Waterfall Corner Retail Centre is situated on the corners of Maxwell Drive, Country Lane and Woodmead Drive. This 9 284 m² (GLA) development is envisaged as the prime neighbourhood convenience centre that will service the residential communities and the commercial developments in the greater Waterfall area. The centre will be anchored by Checkers, Woolworths and Clicks who have all signed 10-year leases. The centre is expected to commence trading during April 2014. Land area of 50 957 m² and developable bulk of 10 100 m² will be used to complete the development.

Waterfall Lifestyle will use a land area of 25 883m² and developable bulk of 8 000 m². 7 277 m² (GLA) will be anchored by Virgin Active.

A fourth portion of Land Parcel 15 measuring 25 140 m² in land area and 12 500 m² in developable bulk for special commercial use will be developed in future.

• Land Parcel 20 – Woodmead North Office Park

This land parcel measures 10 487 m² with developable bulk of 4 194 m² for offices. A 4 471 m² (GLA) building was completed on Land Parcel 20 and is situated in the Woodmead North Office Park. The Altech Group took occupation of the building during October 2012 after signing a 10-year lease.

The building has excellent visibility from the N1 Highway. The development was undertaken through a 50/50 joint venture with East & West Investments. Further details are set out in paragraph 3.7.1.4 above.

The building has been independently valued as a completed building as at 30 June 2013. No developable bulk remains on this land parcel.

• Land Parcel 21 – Landmark Park

This land parcel measures 113 998 m² with developable bulk of 44 200 m² for offices. The Cell C Campus which will consist of Cell C’s new headquarters, a customer walk-in centre, a data/IT centre and a warehouse is being developed on this land parcel.

This 44 200 m² (GLA) development is adjacent to the Buccleuch Interchange and accessible from the upgraded K101. This development will consolidate all of Cell C’s existing facilities with the exception of its call centre operation in Parktown. Cell C will take beneficial occupation in December 2013. The initial lease is for a 15-year period.

The site allows for an additional bulk of 14 000 m² which is available for future expansion. The development, including the remaining bulk area, has been independently valued as property under construction as at 30 June 2013.

• Land Parcel 22 – Commercial District

This land parcel measures 253 189 m² with developable bulk of 94 000 m² for commercial uses including light industrial and showrooms.

A 26 286 m² (GLA) warehouse is in the process of being developed as a turn-key development for MB Technologies for occupation by its Tarsus business. Completion of the warehouse is expected during December 2013.

Land area of 175 076 m² and developable bulk of 67 714 m² remain on this land parcel after the construction of the MB Technologies building. The remaining land has been independently valued as serviced land as at 30 June 2013.

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Dräger South Africa Proprietary Limited, a manufacturer of medical and safety technology, signed a 10-year lease for 4 674 m² (GLA) after 30 June 2013 and construction is expected to commence in September 2013.

• Land Parcel 24 – Factory Depot

This land parcel measures 308 500 m² for commercial uses. The land is not proclaimed and no developments have been undertaken to date. The land has been independently valued as serviced land as at 30 June 2013.

3.8.2 Newtown and Majestic development

Attacq holds an effective 62.5% of the Newtown and Majestic development which is situated between Museum Africa, Mary Fitzgerald Square and Carr Street in an historic area of Johannesburg. The key terms of the relevant agreements are set out in paragraph 2.6 of Annexure 10.

The Newtown and Majestic development is visible from the landmark Nelson Mandela bridge which provides easy access from the north, while the M1 Carr street off-ramp affords excellent access from the south. The phase 1 development is 75 000 m² and consists of two main facets, namely a 39 000 m² office tower anchored by Nedbank Limited and will be built as a 4-star Green Building. Of this 39 000 m², Nieuwtown Property Development Company Proprietary Limited holds 30 000 m² and Majestic Offices Proprietary Limited holds the remaining 9 000 m². The balance is a 36 000 m² retail mall also held by Nieuwtown Property Development Company Proprietary Limited and has an expected completion date of October 2014. The development is centered on the conversion of the old Potato Sheds. The development will retain and restore the historical elements, keeping the heritage of the area.

3.8.3 Lynnwood Bridge – Phase III

Phase III is currently under development which will consist of two 7 500 m² A-grade office blocks (building A and building B). Aurecon has signed a nine-year lease on building A which commences on 1 April 2014. This building will be linked by means of a bridge to their current office which is also part of the Lynnwood Bridge development. Attacq’s effective shareholding is 78.1% in building A. Building B, is being developed on a speculative basis.

3.8.4 Mall of Namibia – The Grove

Attacq has an effective shareholding of 31.3% in Mall of Namibia. The newly planned regional mall is located in the heart of Kleine Kuppe, Windhoek. The size of the shopping centre is 55 000 m² and is expected to be completed by October 2014.

3.8.5 Club Retail

Attacq owns an effective 40% shareholding in Club 1 via Club Retail Park Proprietary Limited (31%) and Atterbury Property (9%). This 6 269 m² mixed-use development has a 4 400 m² retail component and the balance an office component. Woolworths has signed a lease and will occupy 2 200 m². The expected completion date is April 2014.

3.9 Analysis of the properties

An analysis of the properties in respect of sectoral, geographic, tenant, vacancy and lease expiry profiles is provided in the tables and graphs below. The information is based on Attacq’s total holding in each property and excludes investments in associates. Unless otherwise stated, values have been calculated on primary GLA.

3.9.1 Sectoral profile

Sectoral profile by GLA

Hotel

Industrial

Office

Retail

2.5%

11.1%

27.1%

59.3%

Sectoral profile by GR

Hotel

Industrial

Office

Retail

2.8% 4.4%

27.3%

65.5%

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3.9.2 Geographic profile

Geographical profile by GLA

Gauteng

North West

Western Cape

38.6%

15.7%

45.7%

Geographical profile by GR

Gauteng

North West

Western Cape

44.3%

40.0%

15.7%

3.9.3 Tenant profile

Tenant profile by GLA

A

B

C

8.4%

26.0%

65.6%

Tenant profile by GR

A

B

C

14.8%

50.1%

35.1%

For the tenant profile table, the following key is applicable:

A. Large international and national tenants, large listed tenants and government or smaller tenants in respect of which rental guarantees are issued. These include, inter alia, Nedbank, ABSA, Woolworths, Shoprite Checkers, Massbuild, Truworths, Edcon and Ellerines.

B. Smaller international and national tenants, smaller listed tenants, major franchisees and medium to large professional firms. These include, interalia, Dischem, The Pro Shop, Planet Fitness and the Cape Union Mart group.

C. Other local tenants and sole proprietors. This comprises approximately 315 tenants.

3.9.4 Lease expiry profile

GLA* Retail Office Industrial Other Total

Vacancy 2.6% 21.2% – – 7.3%< 1 year 7.1% 11.5% – – 7.3%1 – 2 years 8.1% 8.9% – – 7.2%2 – 3 years 21.6% 10.8% – – 15.7%3 – 4 years 4.0% 2.3% – – 3.0%4 – 5 years 27.6% 3.5% – – 17.3%> 5 years 29.0% 41.8% 100.0% 100.0% 42.2%

Total 100.0% 100.0% 100.0% 100.0% 100.0%

*Basedonexistingleasesat1July2013

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GR* Retail Office Industrial Other Total

< 1 year 11.4% 12.1% – – 10.8%1 – 2 years 10.7% 8.5% – – 9.3%2 – 3 years 26.3% 10.3% – – 20.1%3 – 4 years 5.5% 2.7% – – 4.4%4 – 5 years 25.5% 2.6% – – 17.4%> 5 years 20.6% 63.8% 100.0% 100.0% 38.0%

Total 100.0% 100.0% 100.0% 100.0% 100.0%

*Contractualrevenueforecastforyearsending30June

3.9.5 Vacancy profile

The vacancy profile indicated below reflects the vacancy percentage in terms of current GLA by sector:

SectorVacancy % based on

total GLA* GLA m2†

Retail 1.5% 4 922Office 5.8% 18 410Industrial – –Hotel – –

Portfolio vacancy 7.3% 23 332†

*Basedonexistingleasesat1July2013†13662m2ofthe23332m2(58.6%)ofthevacantm2relatestopropertiesavailableforsale

3.9.6 Rental escalations and rental per square metre

The annualised weighted average gross rental escalation by GLA in the properties for the year ending 30 June 2014 is presented in the table below.

Sector %

Retail 7.9Office 8.6Industrial 6.5Hotel 7.0

Total 8.0

The weighted average gross rental per square metre in the properties for the year ending 30 June 2014 is presented in the table below:

Sector R/m² per month

Retail 140.34Office 170.98Industrial 47.43Hotel 135.50

Total 134.76

The average annualised property yield of the properties (based on existing leases) for the year ending 30 June 2014 is 7.3%. This annualised yield includes those properties to be completed during the year ending 30 June 2014 and excludes discontinued operations.

3.10 Valuation reports

3.10.1 The properties in the direct property portfolio were valued by Trevor King, Magdelene Smit, Bruce Eastman, Marc Prins, Kelly Hook and Shaun Crous of OMIGSA, Tom Bate of Mills Fitchet and Amanda de Wet of Amanda de Wet Consultants, who are all independent, external and registered as professional valuers in terms of the Property Valuers Profession Act, No 47 of 2000.

3.10.2 Detailed valuation reports have been prepared in respect of each of the properties and are available for inspection in terms of paragraph 37. The summary of the valuation reports in respect of each of the properties in the direct property portfolio has been included in Annexure 8a, Annexure 8b and Annexure 8c.

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3.11 Material changes

Save for the rights offer details of which are set out in paragraph 5 of Annexure 9, the acquisitions set out in Annexure 12, the disposals set out in Annexure 22 and the private placement contemplated in this prospectus:

3.11.1 there have been no other material changes in the financial or trading position of the group since Attacq published its audited financial information for the nine-month period ended 31 March 2013;

3.11.2 there have been no other changes in the business or trading objects of Attacq during the past five years;

3.11.3 there have been no other major changes in the nature of property, plant and equipment and in the policy regarding the use thereof;

3.11.4 there have been no other material changes in the nature of business of the Attacq group; and

3.11.5 there has been no other material fact or circumstance that has occurred between 31 March 2013, being the latest reported period and the date of this prospectus.

3.12 Material commitments, lease payments and contingent liabilities

Save as disclosed in notes 6, 7 and 12 of the historical financial information set out in Annexure 20, there are no other material commitments, lease payments and contingent liabilities.

3.13 Turnover, profit/loss and dividend history

As required in terms of Regulation 79 (sub-regulation 3)(g) of the Companies Act, particulars of the gross turnover, the profits or losses (before and after tax) and dividends declared by Attacq in the preceding three periods, being the nine months ended 31 March 2013 and the years ended 30 June 2012 and 30 June 2011 are contained in Annexure 13. The financial information presented in Annexure 13 has been extracted from the audited financial statements of Attacq for the nine-month period ended 31 March 2013 and the years ended 30 June 2012 and 30 June 2011.

4. SHARE CAPITAL OF THE COMPANY

4.1 The authorised and issued share capital of the company as at the last practical date was as follows:

Number of shares R’000

AuthorisedsharecapitalOrdinary shares of no par value 2 000 000 000 –

IssuedsharecapitalStated capital – ordinary shares of no par value 546 935 469 3 123 696Treasury shares

Shares held by Razorbill (16 701 037) (123 087)Shares held by Attacq Retail Fund (29 726 516) (250 000)

Total 500 507 916 2 750 609

4.2 The authorised and issued share capital of the company after the private placement and the listing is expected to be as follows:

Number of shares R’000

AuthorisedsharecapitalOrdinary shares of no par value 2 000 000 000 –

IssuedsharecapitalStated capital – ordinary shares of no par value 600 268 802 3 923 696Treasury shares

Shares held by Razorbill (16 701 037) (123 087)Shares held by Attacq Retail Fund (29 726 516) (250 000)

Total 553 841 249 3 550 609

The table above in paragraph 4.2 assumes that the private placement is fully subscribed.

39

4.3 Annexure 9 contains the following salient information relating to the authorised and issued share capital:

4.3.1 authorisations;

4.3.2 rights attaching to shares;

4.3.3 options and preferential rights in respect of shares;

4.3.4 alterations to authorised share capital;

4.3.5 issues and repurchases of shares in the preceding three years; and

4.3.6 statement as to listing on stock exchange.

4.4 Major and controlling shareholders

4.4.1 Set out below are the names of shareholders, other than directors who, directly or indirectly, will be beneficially interested in 5% or more of the issued shares of Attacq immediately before the private placement and the listing:

Number of shares % of shares in issueName of shareholder Directly Indirectly

BNF Investments Proprietary Limited 31 427 543 – 5.75Mergon Foundation NPC 81 711 613 – 14.94Sanlam Life Insurance Limited 105 435 926 – 19.28Lisinfo 222 Investments Proprietary Limited 78 754 233 – 14.40Attacq Retail Fund Proprietary Limited 29 726 516 – 5.44

Total 327 055 831 – 59.81

4.4.2 Shareholders of Attacq’s major and controlling shareholders

Attacq shareholders

Percentage holding in

Attacq Shareholders

Percentage holding in

Attacq shareholder

BNF Investments Proprietary Limited 5.75

BNF Trust, a family trust of which Francois van Niekerk is a trustee 100

Mergon Foundation NPC 14.94 Mergon Foundation directors N/A– PH Faure– BF van Niekerk– GJ Oosthuizen– DA W van der Walt

– LJ van der Nest

Sanlam Life Insurance Limited 19.28 Various shareholders Listed company

Lisinfo 222 Investments Proprietary Limited 14.40

Royal Bafokeng Holdings Proprietary Limited 100

Attacq Retail Fund Proprietary Limited 5.44 Attacq Limited 81.95

Nedbank Limited 18.05

4.4.3 Since incorporation the company has not had a controlling shareholder. There will not be a controlling shareholder post the private placement and the listing.

4.5 Founders of Attacq

Attacq was founded by Francois van Niekerk and Louis van der Watt. Details of their beneficial interest in Attacq shares are set out in paragraph 3 of Annexure 3.

5. OPTIONS AND PREFERENTIAL RIGHTS IN RESPECT OF SHARES

5.1 Details of the options or preferential rights in respect of the shares are set out in Annexure 3, Annexure 5 and Annexure 9 in respect of the options granted to Morné Wilken and Melt Hamman. The business addresses of Morné Wilken and Melt Hamman are set out in paragraph 2.2.1 above.

5.2 Nicolle Weir and Helena Austen have been granted options as part of an adhoc award of share options, further details of which are set out in paragraph 1.4 of Annexure 3.

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6. COMMISSIONS PAID OR PAYABLE

6.1 No amount has been 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 that is the holding company or a promoter or director or officer of the applicant, for subscribing or agreeing to subscribe, or procuring, or agreeing to procure, subscriptions for any securities of the company.

6.2 During September 2010, RBH acquired Attacq shares at R7.37 per share totalling R393 014 978 from various Attacq shareholders. Attacq facilitated the transaction between RBH and its shareholders. RBH paid AAM a total amount of R982 537 to administer the whole process.

6.3 Other than disclosed in paragraph 6.2 above and the capital raising fees payable by the company to Java Capital in respect of the private placement, no other commissions, discounts or brokerages have been paid nor have any other special terms been granted in connection with the issue or sale of any shares in the share capital of the company, in the three years preceding the date of this prospectus.

6.4 The group is not subject to any royalty agreements and no royalties are payable by the group.

6.5 Save as disclosed in paragraph 3.6, the group is not subject to any other management agreements.

7. MATERIAL CONTRACTS

7.1 Other than normal employment contracts as set out in Annexure 5, the company has not entered into any contracts relating to the directors’ and managerial remuneration, secretarial and technical fees and restraint payments.

7.2 Save for those contracts set out in Annexure 10 and the loan agreements, as set out in Annexure 11, the group has not entered into any other material contract, being a contract entered into otherwise than in the ordinary course of business, within the two years prior to the date of this prospectus or at any time containing an obligation or settlement that is material to the group at the date of this prospectus.

8. INTERESTS OF DIRECTORS AND PROMOTERS

Details of the directors’ and promoters’ interests in the company are set out in paragraph 4 of Annexure 3.

9. LOANS

9.1 Details of material borrowings advanced to the group as at the last practical date are set out in Annexure 11.

9.2 None of the material borrowings listed in Annexure 11 have any redemption or conversion rights attaching to them.

9.3 No loans have been made or security furnished by the group for the benefit of any director, manager or associate of any director or manager of the group.

9.4 The company has no loan capital outstanding.

9.5 Save as disclosed in Annexure 11, the group has not entered into any other material inter-company financial or other transactions.

9.6 As at the last practical date, the group has not undertaken any off-balance sheet financing.

10. SHARES ISSUED OR TO BE ISSUED, OTHERWISE THAN FOR CASH

Save as disclosed in Annexure 12 and otherwise in consideration for the acquisition of assets in respect of acquisitions that were not material, no other shares were issued or agreed to be issued by the company or any of its subsidiaries during the past three years, otherwise than for cash.

11. PROPERTIES, ASSETS AND BUSINESS UNDERTAKINGS ACQUIRED OR TO BE ACQUIRED

11.1 Other than as disclosed in Annexure 12 and paragraph 3.7.2.1, no other material immovable properties and/or fixed assets and/or business undertakings have been acquired by the group within the past three years or are in the process of being or are proposed to be acquired by the group (or which the group has an option to acquire).

11.2 Details relating to the vendors of material properties (“acquisition properties”) purchased by the company in the preceding three years or proposed to be purchased are set out in paragraph 29 and Annexure 12.

12. AMOUNTS PAID OR PAYABLE TO PROMOTERS

Details of the promoters’ interests in the company are set out in paragraph 4 of Annexure 3.

41

13. PRELIMINARY EXPENSES AND ISSUE EXPENSES

The preliminary and issue expenses (excluding VAT and disbursements) relating to the private placement and the listing which have been incurred or that are expected to be incurred by the group are presented in the table below:

Expense Recipient R

Capital raising fees* Java Capital 9 500 000Marketing and launch branding HAAS Collective Proprietary Limited/ Faction Media

Proprietary Limited 5 000 000Independent reporting accountant fees Deloitte & Touche 2 550 000Auditors fees Deloitte & Touche 2 080 000Legal and CIPC fees Edward Nathan Sonnenbergs Inc. 2 000 000Corporate advisory and sponsor fees Java Capital 1 500 000Listing fees JSE 464 003Printing and announcements Ince Proprietary Limited 400 000Valuation fees OMIGSA 310 000Valuation fees Amanda de Wet Consultants 145 000Valuation fees Mills Fitchet 25 000Independent transaction sponsor fees Deloitte & Touche Sponsor Services 110 000Documentation inspection fees and rulings JSE 69 607Transfer secretarial fees Computershare 50 000Administration fee Strate Limited 20 000

Total 24 223 610

*AssumingR800millionisraisedpursuanttotheprivateplacement

42

SECTION TWO – DETAILS OF THE PRIVATE PLACEMENT

14. PURPOSES OF THE PRIVATE PLACEMENT AND THE LISTING

14.1 The main purposes of the private placement and the listing are to:

14.1.1 provide investors, both institutional and private, with an opportunity to participate over the long-term in the capital growth and the income streams of the company;

14.1.2 enhance the liquidity and tradability of the shares;

14.1.3 provide the company with a platform to raise equity funding to pursue growth and investment opportunities including in respect of the Waterfall pipeline; and

14.1.4 enhance the public profile and general public awareness of Attacq.

14.2 The main purposes of this prospectus are to:

14.2.1 provide investors with relevant information relating to the company and the proposed listing on the JSE;

14.2.2 communicate the strategy and the objectives of Attacq; and

14.2.3 set out the salient details of the private placement and the procedure for participating therein.

14.3 The proceeds of the private placement will be used by Attacq to settle interest bearing debt and strengthen the balance sheet for ongoing activities.

15. SALIENT DATES AND TIMES

2013

Opening date of the private placement (09:00) Monday, 7 OctoberClosing date of the private placement (12:00) Wednesday, 9 OctoberResults of the private placement released on SENS on Thursday, 10 OctoberResults of the private placement published in the press on Friday, 11 OctoberNotification of allotments to successful invited investors by Friday, 11 OctoberAccounts at CSDP or broker updated and debited in respect of dematerialised shareholders Monday, 14 OctoberListing of shares and the commencement of trading on the JSE on (09:00) Monday, 14 October

The dates and times in this prospectus are subject to change and any changes will be released on SENS and published in the press.

16. PARTICULARS OF THE PRIVATE PLACEMENT

16.1 Details of the private placement

16.1.1 A private placement to raise up to approximately R800 million by way of an offer for subscription to invited investors for up to approximately 53 333 333 private placement shares in the company at an issue price to be determined by demand and for which an indicative issue price of R15.00 per private placement share has been used in this prospectus.

16.1.2 The private placement shares issued in terms of this prospectus will be allotted subject to the provisions of the MOI and will rank paripassu in all respects including distributions, with all existing issued shares in the company.

16.1.3 There are no convertibility or redemption provisions relating to any shares.

16.1.4 The private placement shares will only be issued in dematerialised form. No certificated private placement shares will be issued.

16.1.5 No fractions of private placement shares will be offered in terms of the private placement.

16.1.6 The directors will not increase the number of private placement shares offered in terms of the private placement.

16.2 Condition to the listing

16.2.1 The listing is subject to the achievement of a spread of shareholders acceptable to the JSE, being a minimum of 300 public shareholders holding not less than 20% of the issued share capital of the company. As at the last practical date Attacq meets these requirements and expects to do so after the private placement.

43

16.2.2 If the condition precedent fails, the private placement and any acceptance thereof shall not be of any force or effect and no person shall have claim whatsoever against Attacq or any other person as a result of the failure of the condition.

16.3 Procedures for acceptance

16.3.1 The private placement is open to invited investors only.

16.3.2 The private placement shares will only be issued in dematerialised form. No certificated private placement shares will be issued.

16.3.3 Invited investors are to provide Java Capital, the bookrunner, with their completed application form by 12:00 on Wednesday, 9 October 2013. Invited investors will be informed of their allocated private placement shares, if any, by Friday, 11 October 2013. Invited investors must make the necessary arrangements to enable their CSDP or broker, as the case may be, to make payment for the allocated private placement shares on settlement date. The allocated private placement shares will be transferred, on a “delivery-versus-payment” basis, to successful applicants on the settlement date, which is expected to be Monday, 14 October 2013.

16.3.4 The following parties may not participate in the private placement:16.3.4.1 any person who may not lawfully participate in the private placement; and/or16.3.4.2 any investor who has not been invited to participate; and/or16.3.4.3 any person acting on behalf of a minor or deceased estate.

16.3.5 No applications will be accepted after 12:00 on Wednesday, 9 October 2013. Thursday, 10 October will be reserved for auditing the applications.

16.3.6 Applications submitted by invited investors are irrevocable and may not be withdrawn once received by Java Capital.

16.3.7 Application forms must be completed in accordance with the provisions of this prospectus and the instructions contained in the application form, a specimen of which is attached to this prospectus (blue) and which will be made available to invited investors.

16.3.8 Copies or reproductions of the application form will be accepted at the discretion of the directors of the company.

16.3.9 Any alterations on the application form must be authenticated by full signature.

16.3.10 Receipts will not be issued for applications, application monies or supporting documents received.

16.3.11 Each application will be regarded as a single application.

16.3.12 Other than as detailed in the application form, no documentary evidence of capacity to apply need accompany the application form, but the company reserves the right to call upon any applicant to submit such evidence for noting, which evidence will be held on file with the company or the transfer secretaries or returned to the applicant at the applicant’s risk.

16.3.13 The directors of the company reserve the right to accept or refuse any applications, either in whole or in part, or to abate any or all applications (whether or not received timeously) in such manner as they may, in their sole and absolute discretion, determine.

16.4 Issue and allocation of the private placement shares

16.4.1 All private placement shares subscribed for in terms of this prospectus will be issued at the expense of Attacq.

16.4.2 It is intended that notice of the allocations will be given by Friday, 11 October 2013.

16.4.3 Successful applicants’ accounts with their CSDP or broker will be credited with the allocated private placement shares on the settlement date being Monday, 14 October 2013, on a “delivery-versus-payment” basis.

16.5 Payment and delivery of the private placement shares

16.5.1 No payment should be submitted with the application form delivered to the bookrunner, Java Capital. Applicants must make the necessary arrangements to enable their CSDP or broker to make payment for the allocated private placement shares on the settlement date, which is expected to be Monday, 14 October 2013, in accordance with each applicant’s agreement with their CSDP or broker.

16.5.2 The allocated private placement shares will be transferred, on a “delivery-versus-payment” basis, to successful applicants on the settlement date, which is expected to be Monday, 14 October 2013.

16.5.3 The applicant’s CSDP or broker must commit to Strate to the receipt of the applicant’s allocation of private placement shares against payment on Monday, 14 October 2013.

16.5.4 On the settlement date, the applicant’s allocation of private placement shares will be credited to the applicant’s CSDP or broker against payment during the Strate settlement runs, prior to the opening of the market.

16.5.5 The CSDP or broker concerned will receive and hold the dematerialised private placement shares on the applicants’ behalf.

44

16.6 Representation

Any invited investor applying for or accepting the private placement shares in the private placement shall be deemed to have represented to Attacq that such investor was in possession of a copy of this prospectus at that time. Any party applying for or accepting private placement shares on behalf of another investor shall be deemed to have represented to Attacq that they are duly authorised to do so and warrant that they and the purchaser for whom they are acting as agent is duly authorised to do so in accordance with all relevant laws and such investor guarantees the payment of the issue price and that a copy of this prospectus was in the possession of such investor for whom they are acting as agent.

16.7 Applicable law

The private placement, applications, allocations and acceptances will be exclusively governed by the laws of South Africa and each invited investor will be deemed, by applying for private placement shares, to have consented and submitted to the jurisdiction of the courts of South Africa in relation to all matters arising out of or in connection with the private placement.

16.8 Strate

16.8.1 Shares may be traded only on the JSE in electronic form (as dematerialised shares) and will be trading for electronic settlement in terms of Strate immediately following the listing.

16.8.2 Strate is a system of “paperless” transfer of securities. If you have any doubt as to the mechanics of Strate please consult your broker, CSDP or other appropriate adviser and you are referred to the Strate website (http://www.strate.co.za) for more detailed information.

16.8.3 Some of the principal features of Strate are:

16.8.3.1 electronic records of ownership replace certificates and physical delivery of certificates;

16.8.3.2 trades executed on the JSE must be settled within five business days;

16.8.3.3 all investors owning dematerialised shares or wishing to trade their securities on the JSE are required to appoint either a broker or a CSDP to act on their behalf and to handle their settlement requirements; and

16.8.3.4 unless investors owning dematerialised shares specifically request their CSDP to register them as an “own-name” holder (which entails a fee), their respective CSDP’s or broker’s nominee company holding shares on their behalf, will be the holder (member) of the relevant company and not the investor. Subject to the agreement between the investor and the CSDP or broker (or the CSDP’s or broker’s nominee company), generally in terms of the rules of Strate, the investor is entitled to instruct the CSDP or broker (or the CSDP’s or broker’s nominee company), as to how it wishes to exercise the rights attaching to the shares and/or to attend and vote at shareholder meetings.

16.9 Over subscription

16.9.1 In the event of an oversubscription, the board shall, in its sole discretion, determine an appropriate allocation mechanism, such that the private placement shares will be allocated on an equitable basis, calculated in such a way that a person will not, in respect of his application, receive an allocation of a lesser number of shares than any other invited investor applying for the same number or a lesser number of shares. The board will also take into account the spread requirements of the JSE, the liquidity of the shares and consider the potential shareholder base that the board wishes to achieve.

16.9.2 Depending upon the level of demand, invited investors may receive no private placement shares or fewer than the number of private placement shares applied for. Any dealing in shares prior to delivery of the private placement shares is entirely at the invited investor’s own risk.

16.10 Simultaneous issues

No shares are to be issued simultaneously with the issue of private placement shares for which application is being made.

16.11 Underwriting

The private placement will not be underwritten.

17. MINIMUM SUBSCRIPTION

The listing is not conditional on raising a minimum amount in terms of the private placement.

45

SECTION THREE – FINANCIAL INFORMATION

18. ADEQUACY OF CAPITAL

18.1 The directors of the company are of the opinion that the issued capital is adequate for the purposes of the business of the group, for at least the next 12 months from the date of issue of this prospectus.

18.2 The directors are of the opinion that the working capital available to the Attacq group is sufficient for the group’s present requirements, that is, for at least the next 12 months from the date of issue of this prospectus.

19. REPORT BY DIRECTORS AS TO MATERIAL CHANGES

Save for the rights offer details of which are set out in paragraph 5 of Annexure 9, the acquisitions set out in Annexure 12, the certain disposals set out in Annexure 22 and the private placement contemplated in this prospectus, there have been no other material changes in the assets or liabilities of the company or any subsidiary between the end of the nine-month period ended 31 March 2013 of the company, or any subsidiary of the company, being the latest reported period and the date of this prospectus.

20. STATEMENT AS TO LISTING ON STOCK EXCHANGE

20.1 Prior to the private placement and the listing, Attacq does not have any shares listed on any stock exchange. However, Attacq’s shares are currently traded in the over-the-counter market, further details of which are provided in paragraph 27 of this prospectus.

20.2 Subject to the achievement of a spread of public shareholders acceptable to the JSE, being a minimum of 300 public shareholders holding not less than 20% of the issued share capital of the company, respectively, the JSE has granted Attacq approval for the listing of up to 602 268 802 shares with effect from the commencement of business on Monday, 14 October 2013 in the “Real Estate – Real Estate Holdings and Development” sector of the JSE under the abbreviated name “Attacq”, JSE share code: ATT and ISIN: ZAE000177218. As at the last practical date Attacq meets these requirements and expects to do so after the private placement. Accordingly, it is anticipated that the listing will be effective as from the commencement of trade of the JSE on Monday, 14 October 2013.

21. REPORT BY AUDITOR OF ATTACQ GROUP

In terms of Regulation 79 of the Companies Act, the auditor is required to prepare a report on the profits and losses, dividends and assets and liabilities of the company. In this regard Annexure 13 and Annexure 14 to this prospectus set out the auditor’s report in respect of these matters.

22. FORECAST STATEMENTS OF COMPREHENSIVE INCOME

22.1 The forecast statements of comprehensive income of the Attacq group (“forecasts”) for the years ending 30 June 2014 and 30 June 2015 are presented in Annexure 15.

22.2 The forecasts, including the assumptions on which they are based and the financial information from which they are prepared, are the responsibility of the directors. The forecasts must be read in conjunction with the independent reporting accountant’s assurance report on the forecasts which is presented in Annexure 16.

22.3 The forecasts have been prepared in compliance with IFRS and in accordance with the group’s accounting policies as set out in Annexure 20.

23. CONSOLIDATED PRO FORMA STATEMENT OF FINANCIAL POSITION

23.1 The consolidated proforma statement of financial position of the Attacq group is presented in Annexure 17.

23.2 The independent reporting accountant’s assurance report on the consolidated proforma statement of financial position of the group is presented in Annexure 18.

23.3 The independent reporting accountant’s review conclusion on the value and existence of the assets and liabilities acquired by the group is set out in Annexure 19.

24. HISTORICAL FINANCIAL INFORMATION

24.1 Although the financial year-end of Attacq is 30 June, the JSE has granted Attacq dispensation to provide audited financial information for the nine-month period ended 31 March 2013, which is the last practical date at which audited financial information could be prepared having regard to the proposed listing date.

46

24.2 The audited historical financial information for Attacq for the nine-month period ended 31 March 2013 is presented in Annexure 20. The independent reporting accountant’s report on the historical financial information of Attacq is presented in Annexure 21.

24.3 In terms of Regulation 79 of the Companies Regulations, Annexure 13 includes the historical profits of Attacq for the preceding three periods, being the nine months ended 31 March 2013 and the years ended 30 June 2012 and 30 June 2011, and Attacq’s statement of financial position as at 31 March 2013. The CIPC granted Attacq an exemption in terms of sections 100(9) and 100(10) of the Companies Act in respect of the requirement to report separately on the financial year ended 30 June 2010.

24.4 The aforesaid exemption was requested and granted on the basis that Deloitte & Touche was not the registered auditor of Attacq for the financial year ended 30 June 2010 and that the users of the prospectus will not be unfairly prejudiced by the omission, given that: the financial information for such year ended 30 June 2010 was restated in the audited financial statements for the year ended 30 June 2011; extracts of the audited financial statements for the nine-month period ended 31 March 2013 are presented in the prospectus in Annexure 20 and after the listing, the financial information for the financial year ended 30 June 2013 will be available to users; and the audited financial information for the nine-month period ended 31 March 2013 and the years ended 30 June 2012 and 30 June 2011 are a more recent and accurate reflection of Attacq’s financial position and financial results and, therefore, more relevant to users. The independent reporting accountant’s report in terms of Regulation 79 of the Companies Regulations is presented in Annexure 14.

24.5 The compilation, contents and presentation of all the historical financial information is the responsibility of the directors.

25. DIVIDEND AND DISTRIBUTIONS

25.1 No dividends have been declared by Attacq to-date. As a capital growth fund, Attacq has been focused on growth in NAV per share. This focus results in the retention and re-investment of profits into developments or acquisitions. The board considers the development opportunities currently available to Attacq and, in particular, the Waterfall pipeline, to offer the potential for exceptional returns and to support a policy of re-investment of profits and NAV growth rather than regular dividends. However, the board will periodically re-consider the appropriateness of this policy with regard to the investment and development opportunities available to Attacq and the preferences of its shareholders, with whom the board will regularly consult in this regard.

25.2 There are no arrangements in terms of which future dividend distributions are waived or agreed to be waived.

47

SECTION FOUR – ADDITIONAL MATERIAL INFORMATION

26. RELATIONSHIP INFORMATION

26.1 Other than the directors’ interests in transactions, details of which are set out in paragraph 3.2 of Annexure 3, the directors of Attacq, the directors of its subsidiaries and the promoters, did not have any beneficial interests, direct or indirect, in relation to any property held or property to be acquired by the group nor are they contracted to become a tenant of any part of the property of the group.

26.2 Other than in respect of the directors’ interests in entities, details of which are set out in paragraph 3.2 of Annexure 3, there is no relationship between any parties mentioned in paragraph 2 of the prospectus and another person that may conflict with a duty to the group.

26.3 Save as disclosed in respect of the acquisitions set out in Annexure 12, the vendors did not have any beneficial interest, direct or indirect, in any securities or participatory interests to be issued by the company in order to finance the acquisition of any properties.

26.4 Other than the directors’ interests in transactions, details of which are set out in paragraph 3.2 of Annexure 3, the directors of Attacq, the directors of its subsidiaries and the promoters did not have any material beneficial interest in the acquisition or disposal of any properties of the group during the preceding two years.

27. TRADING INFORMATION

Prior to the private placement and the listing Attacq has enjoyed healthy trading in the over-the-counter market. For the year ended 30 June 2013 the following share trades took place:

27.1 number of transactions: 305;

27.2 number of shares traded: 43 179 753;

27.3 average price per share traded of R10.72; and

27.4 highest price per share traded of R12.50.

From July 2006 to current date, 433 million Attacq shares totalling R3.3 billion in value have traded.

28. PROPERTIES, ASSETS AND BUSINESS UNDERTAKINGS DISPOSED OF OR TO BE DISPOSED OF

Other than as disclosed in Annexure 22 and properties held for sale identified in Annexure 1 to the prospectus, no other material immovable properties and/or fixed assets and/or business undertakings have been disposed of in the three years preceding the last practical date or are intended to be disposed of within six months of listing on the JSE.

29. VENDORS

29.1 Details relating to the vendors of material properties (“acquisition properties”) purchased by the group in the preceding three years or proposed to be purchased are set out in Annexure 12.

29.2 The vendors of the acquisition properties have not guaranteed the book debts of the letting enterprises acquired or to be acquired by the group. The agreements entered into governing the acquisition of the acquisition properties contain warranties which are usual for transactions of this nature.

29.3 The agreements entered into between the group and each of the vendors of the acquisition properties do not preclude the vendors of the acquisition properties from carrying on business in competition with the company nor do the agreements impose any other restrictions on the vendors of the acquisition properties and therefore no payment in cash or otherwise has been made in this regard.

29.4 There are no liabilities for accrued taxation that will be settled in terms of agreements with vendors of the acquisition properties.

29.5 Save as disclosed in respect of the acquisitions set out in Annexure 12, Attacq has not purchased any securities in any company.

29.6 Other than the directors’ interests in transactions, details of which are set out in paragraph 3.2 of Annexure 3, no promoter or director (or any partnership, syndicate or other association in which a promoter or director had an interest) had any beneficial interest, direct or indirect, in any transaction relating to any of the assets detailed in Annexure 12.

29.7 No cash or securities have been paid or any benefit given within the three preceding years of this prospectus or is proposed to be paid or given to any promoter (not being a director).

29.8 Other than those acquisitions referred to in paragraph 11 and in Annexure 12, all of the assets acquired have been transferred into the name of the group. The assets referred to in Annexure 12 have not been ceded or pledged to any party.

48

30. BLACK ECONOMIC EMPOWERMENT STRATEGY

30.1 The transformation, social and ethics committee is responsible for implementing Attacq’s strategy for achieving its black economic empowerment transformation objectives, driving environmental responsibility, other sustainability issues and monitors all transformation related activities.

30.2 To date, Attacq has achieved a level 5 rating under the property charter for B-BBEE. This means that Attacq’s BEE procurement level recognition is 80%. There are a number of initiatives, especially on the enterprise development and socio-economic development elements, that will assist Attacq to maintain and improve its B-BBEE score.

30.3 The board has, in principle, agreed to establish a Development Trust which will hold a maximum of 5% of the issued shares in Attacq. The Development Trust will benefit selected disadvantaged, but deserving, young South Africans of all orientations with the main focus on education. The detailed structure, including the funding, is intended to be finalised post listing subject to the necessary regulatory approvals.

31. GOVERNMENT PROTECTION AND INVESTMENT ENCOURAGEMENT LAW

31.1 Save for as mentioned in paragraph 31.2 below, there is no government protection or any investment encouragement law pertaining to any of the businesses operated by the group.

31.2 Atterbury Africa is incentivised with various investment concessions entrenched in the regulations of Mauritius, Zambia and Ghana. These concessions vary from corporate tax rebates to the recovery or non-payment of VAT and import duties in those jurisdictions.

32. EXCHANGE CONTROL REGULATIONS

The following summary is intended as a guide and is, therefore, not comprehensive. If you are in any doubt hereto, please consult your attorney, accountant or professional advisor.

32.1 Emigrants from the common monetary area

32.1.1 A former resident of the common monetary area who has emigrated from South Africa may use blocked Rand to purchase shares in terms of the private placement.

32.1.2 All payments in respect of subscriptions for private placement shares by emigrants using blocked Rand must be made through the authorised dealer in foreign exchange controlling the block assets.

32.1.3 Statements issued to dematerialised shareholders will be restrictively endorsed as “NON-RESIDENT”.

32.1.4 If applicable, refund monies in respect of unsuccessful applications, emanating from blocked Rand accounts, will be returned to the authorised dealer administering such blocked Rand accounts for the credit of such applicant’s blocked Rand account.

32.1.5 No residents of the common monetary area may, either directly or indirectly, be permitted to receive an allocation as employees of any offshore subsidiaries.

32.2 Applicants resident outside the common monetary area

32.2.1 A person who is not resident in the common monetary area should obtain advice as to whether any government and/or legal consent is required and/or whether any other formality must be observed to enable an application to be made in terms of the private placement.

32.2.2 This prospectus is accordingly not a private placement in any area or jurisdiction in which it is illegal to make such an offer. In such circumstances this prospectus is provided for information purposes only. Statements issued to dematerialised shareholders will be restrictively endorsed as “NON-RESIDENT”.

33. CORPORATE GOVERNANCE

The board has set out the corporate governance statement in Annexure 23.

34. LITIGATION STATEMENT

34.1 There are no legal or arbitration proceedings, including any proceedings that are pending or threatened, of which the Attacq group is aware, that may have or have had in the recent past, being the previous 12 months, a material effect on the group’s financial position.

34.2 Attacq is a co-applicant in a matter against, amongst others, the Townships Board in a review application regarding zoning rights granted to a third party in the vicinity of the Waterfall Business Estate. It is expected that Attacq’s financial exposure for legal costs and otherwise will be immaterial and should not exceed R1 000 000 during the next 24 months.

35. DIRECTORS’ RESPONSIBILITY STATEMENT

The directors, whose names are given in paragraph 2.2.1 of this prospectus, 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, no facts 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 prospectus contains all information required by law and the Listings Requirements.

49

36. CONSENTS

36.1 Each of the corporate advisor, sponsor and bookrunner, the independent transaction sponsor, the independent reporting accountant and auditor, the attorneys, the independent property valuer, the transfer secretaries, the bankers and the company secretary have consented in writing to act in the capacities stated and to their names appearing in this prospectus and have not withdrawn their consent prior to the publication of this prospectus.

36.2 The independent reporting accountants and auditors and the independent property valuers have consented to the inclusion of their reports in the form and context in which they are included in the prospectus, which consents have not been withdrawn prior to the publication of this prospectus.

37. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the company’s registered office and at the sponsor’s office during business hours from date of issue of the prospectus up to and including Monday, 14 October 2013:37.1 the signed prospectus;37.2 the MOI of the company and its subsidiaries;37.3 the material contracts referred to in paragraph 7 and Annexure 10;37.4 the summary valuation reports prepared by the independent property valuers as set out in Annexure 8a, Annexure 8b and

Annexure 8c;37.5 the detailed valuation reports prepared by the independent property valuers;37.6 the service contracts of Morné Wilken and Melt Hamman as set out in Annexure 5;37.7 the signed reports by the independent reporting accountants and auditors, the facts of which are set out in Annexure 14,

Annexure 16, Annexure 18, Annexure 19 and Annexure 21;37.8 review conclusions in respect of the underlying entities used in the consolidated proforma statement of financial position;37.9 the letters of consent referred to in paragraph 36 above; and37.10 the audited results of the Attacq group for the nine months ended 31 March 2013 and the years ended 30 June 2012 and

30 June 2011.

Signed in Johannesburg by Morné Wilken on his behalf and on behalf of all of the directors of the company on 19 September 2013 in terms of powers of attorney granted by them.

_______________________________Morné Wilken_______________________________For: Francois van Niekerk, a director, herein represented by Morné Wilken under and in terms of a power of attorney executed on 6 September 2013_______________________________For: Stewart Shaw-Taylor, a director, herein represented by Morné Wilken under and in terms of a power of attorney executed on 6 September 2013_______________________________For: Pierre Tredoux, a director, herein represented by Morné Wilken under and in terms of a power of attorney executed on 6 September 2013_______________________________For: Pieter Faure, a director, herein represented by Morné Wilken under and in terms of a power of attorney executed on 6 September 2013_______________________________For: Hellen El Haimer, a director, herein represented by Morné Wilken under and in terms of a power of attorney executed on 6 September 2013_______________________________For: Melt Hamman, a director, herein represented by Morné Wilken under and in terms of a power of attorney executed on 6 September 2013_______________________________For: Lucas Ndala, a director, herein represented by Morné Wilken under and in terms of a power of attorney executed on 6 September 2013_______________________________For: Thys du Toit, a director, herein represented by Morné Wilken under and in terms of a power of attorney executed on 6 September 2013_______________________________For: Louis van der Watt, a director, herein represented by Morné Wilken under and in terms of a power of attorney executed on 6 September 2013_______________________________For: Johan van der Merwe, a director, herein represented by Morné Wilken under and in terms of a power of attorney executed on 6 September 2013_______________________________For: Lebo Masekela, a director, herein represented by Morné Wilken under and in terms of a power of attorney executed on 6 September 2013

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51

Annexure 2

DETAILS OF SUBSIDIARIES

The following table contains a list, as at the date of this prospectus, of the subsidiary undertakings of the company. All of the subsidiaries are unlisted companies:

Name of company and nature of business

Date andplace of

incorporationRegistration

number

Issuedshare

capital(R)

%held

Date ofbecoming asubsidiary

Direct subsidiaries1. Atterbury Attfund Investment Company

No. 1 Proprietary LimitedInvestmentcompany

3 May 2000South Africa

2000/008162/07 10 000 100 1 January 2003

2. Atterbury Attfund Investment Company No. 3 Proprietary LimitedInvestmentcompany

9 March 2000South Africa

2000/004622/07 10 000 100 1 July 2000

3. Atterbury Mauritius Consortium Proprietary Limited*Propertyinvestmentcompany

2 December 2005South Africa

2005/042785/07 100 80 22 September 2009

4. Atterbury Property Investments Proprietary LimitedInvestmentcompany

9 June 2003South Africa

2003/012941/07 100 100 22 June 2004

5. Atterbury Property Johannesburg Proprietary LimitedDormant

4 August 2003South Africa

2003/108462/07 100 100 28 August 2003

6. Atterbury Waterfall Investment Company Proprietary Limited**Propertyinvestmentanddevelopmentcompany


2000/013587/07 100 80 1 October 2001

7. De Ville Shopping Centre Proprietary LimitedPropertyinvestmentcompany

13 January 2006South Africa

2006/000556/07 1 000 100 28 April 2010

8. Harlequin Duck Properties 204 Proprietary LimitedPropertyinvestmentcompany


2002/011586/07 400 100 1 March 2007

9. Highgrove Property Holdings Proprietary LimitedInvestmentcompany

13 October 1993South Africa

1993/06040/07 1 100 1 July 2005

10. Le Chateau Property Development Proprietary LimitedDevelopmentcompany

2 December 2005South Africa

2005/042877/07 1 000 100 1 May 2009

11. Lord Charles & Lady Brooks Office Park Holdings Proprietary LimitedDormant

5 February 2001South Africa

2001/002401/07 1 000 100 24 April 2003

12. Lady Brooks Proprietary LimitedDormant


2000/009118/07 1 000 100 24 April 2003

13. Lynnwood Bridge Office Park Proprietary LimitedPropertyinvestmentanddevelopmentcompany

13 July 2005South Africa

2005/024830/07 1 000 100 1 July 2008

14. Attacq Retail Fund Proprietary LimitedPropertyinvestmentcompany

9 September 2008South Africa

2008/021582/07 659 955 82 1 September 2011

15. Mantrablox Proprietary LimitedPropertyinvestmentcompany


2010/011244/07 100 80 1 September 2011

16. Lynnaur Investments Proprietary Limited***Propertyinvestmentcompany


2005/027735/07 100 75 23 September 2005

52

Name of company and nature of business

Date andplace of

incorporationRegistration

number

Issuedshare

capital(R)

%held

Date ofbecoming asubsidiary

17. Razorbill Properties 91 Proprietary LimitedTreasurycompany

5 April 2000South Africa

2000/006755/07 100 100 17 September 2004

18. Atterbury Investments Holdings International LimitedInvestmentcompany

22 November 2011Mauritius

106518 C1/GBL $1 100 22 November 2011

19. Atterbury Asset Managers Proprietary Limited*****Assetandpropertymanagementcompany

9 February 2007South Africa

2007/004176/07 972 100 1 July 2013

Indirect subsidiaries1. Aldabri 96 Proprietary Limited

Dormant6 February 2004

South Africa2004/002960/07 100 100 1 June 2004

2. Atterbury Waterfall Pocket 22A Proprietary LimitedPropertyinvestmentanddevelopmentcompany

12 November 2008South Africa

2008/026599/07 100 80 3 January 2009

3. Atterbury Attfund Investment Company No. 2 Proprietary LimitedInvestmentcompany

22 September 2003South Africa

2003/023333/07 100 100 15 October 2003

4. Design Square Shopping Centre Proprietary LimitedPropertyinvestmentcompany


1995/009254/07 9 174 653 100 31 October 2005

5. Nieuwtown Property Development Company Proprietary Limited****Propertyinvestmentanddevelopmentcompany


2006/027097/07 100 50 1 April 2012

6. Majestic Offices Proprietary Limited ****Propertyinvestmentanddevelopmentcompany


2004/013721/07 100 50 1 April 2012

7. Attacq Retail Fund Asset and Property Management Proprietary Limited*****Assetandpropertymanagementcompany


2007/016015/07 1 000 100 1 July 2013

* The group has an effective share of 83.75% including its indirect holding via its investment in Atterbury Property Holdings Proprietary Limited.

** The group has an effective share of 85.92% including its indirect holding via its investment in Atterbury Property Holdings Proprietary Limited.

*** The group has an effective share of 78.125% including its indirect holdingvia its investment in Atterbury Property Holdings Proprietary Limited.

**** The group has an effective share of 62.5% including its indirect holding via its investment in Atterbury Property Holdings Proprietary Limited.

***** Will become a wholly-owned subsidiary on completion of the AAM acquisition.

53

Ann

exur

e 3

INFO

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55

1.1 Save as disclosed in the tables above, the directors of the company did not receive any emoluments in the form of:

1.1.1 fees for services as a director;1.1.2 management, consulting, technical or other fees paid for such services rendered, directly or indirectly, including

payments to management companies, a part of which is then paid to a director of the company;1.1.3 basic salaries;1.1.4 bonuses and performance-related payments;1.1.5 sums paid by way of expense allowance;1.1.6 any other material benefits received;1.1.7 contributions paid under any pension scheme; or1.1.8 any commission, gain or profit-sharing arrangements.

1.2 As from 1 July 2013, executive directors are remunerated by the company.

1.3 Save for the share options granted to Morné Wilken and Melt Hamman set out in paragraph 1.5 below and Annexure 5, no other share options or any other right has been given to a director of the company in respect of providing a right to subscribe for shares in the company.

1.4 No shares have been issued and allotted in terms of a share purchase or share option scheme for any of the employees. However, Nicolle Weir and Helena Austen have been granted options on the following basis:

1.4.1 Nicolle Weir has been given the option to acquire 1 000 000 Attacq shares at a price equal to the net asset value per share of the company as at 30 June 2013 as part of an adhoc award of share options on the following terms:1.4.1.1 60% may be exercised on 30 June 2017;1.4.1.2 20% may be exercised on 30 June 2018; and1.4.1.3 the remaining 20% may be exercised on 30 June 2019.

1.4.2 Helena Austen has been given the option to acquire 500 000 Attacq shares at a price equal to the net asset value per share of the company as at 30 June 2013 as part of an adhoc award of share options on the following terms:1.4.2.1 60% may be exercised on 30 September 2016;1.4.2.2 20% may be exercised on 30 September 2017; and1.4.2.3 the remaining 20% may be exercised on 30 September 2018.

1.5 Other than as set out in the table below in regard to options awarded to Morné Wilken, no other options have been exercised or vested:

Morné Wilken

As at24 September 2013

As at31 March 2013

As at30 June 2012

Opening balance 700 000 400 000 0Granted during the period 100 000 300 000 400 000Exercised during the period (800 000) 0 0Balance at end of period 0 700 000 400 000Number of options not yet vested 1 200 000 1 300 000 1 600 000Number of options not yet exercised 1 200 000 2 000 000 2 000 000

1.6 The executive directors’ services were deemed to be outsourced for the periods prior to 1 July 2013 and therefore no directors remuneration is disclosed in the company’s results. The directors were remunerated by Atterbury Property prior to 30 June 2013.

1.7 The company has not paid any other fees or incurred any fees that are payable to a third party in lieu of directors’ fees.

1.8 Executive directors will qualify for an incentive based on the annual growth in the net asset value per share of the company on a consolidated basis. The annual growth will be determined on the audited financial statements for a full financial year. The following formula will apply: For every basis point the annual growth exceeds 7%, the executive director will receive 1% of his monthly guaranteed salary earned during that specific financial year. If the incentive is more than a certain amount, certain restrictions with respect to timing of pay-out will be applicable.

1.9 The remuneration received by any of the directors will not be varied as a consequence of any transactions disclosed in this prospectus including the listing.

1.10 Other than as detailed in paragraph 3.6 of this prospectus, the business of the group, or any part thereof, is not managed or proposed to be managed by any third party under contract or arrangement.

1.11 The company has not entered into any contracts relating to the directors’ and managerial remuneration, secretarial and technical fees and restraint payments.

56

2. BORROWING POWERS

2.1 The borrowing powers of the group exercisable by the directors are unlimited. The borrowing powers of the group may not be varied unless a special resolution has been passed by shareholders with the support of 75% of voting rights exercised.

2.2 The borrowing powers have not been exceeded during the previous three years. There is no exchange control or other restrictions on the borrowing powers of the group. Further information related to the borrowing powers of directors are set out in Annexure 7.

3. DIRECTORS’ INTERESTS

3.1 Directors’ interests in Attacq shares

Set out below are the names of directors (including directors who have resigned in the last 18 months) of Attacq that, directly or indirectly, are beneficially interested in Attacq shares in issue at the last practical date, before the private placement and the listing:

DirectorsBeneficially held

Directly Indirectly Total %

MC Wilken – 1 335 767 1 335 767 0.24M Hamman 60 000 – 60 000 0.01LLS van der Watt 2 284 18 171 242 18 173 526 3.32P Tredoux – 42 806 42 806 0.01S Shaw-Taylor 650 000 – 650 000 0.12BF van Niekerk – 34 916 334 34 916 334 6.38HR El Haimer – – – 0.00MM du Toit – – – 0.00WL Masekela – 134 710 134 710 0.02JHP van der Merwe – 541 226 541 226 0.10PH Faure – 3 136 582 3 136 582 0.57LM Ndala – – – 0.00AW Nauta – – – 0.00TJA Reilly – – – 0.00GJ Oosthuizen‡ – 1 089 449 1 089 449 0.20

Total 712 284 59 368 116 60 080 400 10.97

‡ Resigned with effect from 20 June 2013

3.2 Directors’ interests in transactions

The table below provides details of the directors, including a director who resigned during the last 18 months, who have or have had a material beneficial interest, direct or indirect, in transactions, that were effected by the entities listed during the current or immediately preceding financial year or during any earlier financial year and which remain in any respect outstanding or unperformed:

Name of director Particulars of contract Nature/Extent of interest

P Tredoux 1 Attacq and RBH agreement whereby RBH bought R299 million worth of Attacq shares from various shareholders. Attacq facilitated the deal

Sold shares to RBH as an indirect shareholder in Attacq

2 Attacq and Atterbury Property undertook the Kingswood Retirement Village Development

5.0% profit share

3 Victus Capital Proprietary Limited is a 30% shareholder in Attvic Proprietary Limited which owns 25% of Lynnuar Investments Proprietary Limited

0.8% shareholder and director of Victus Capital Proprietary Limited

MC Wilken 1 Trinsam Trust owned Hyprop linked units when Hyprop was one of the largest investments held by Attacq

Morné Wilken is a beneficiary of the Trinsam Trust

2 Director and shareholder in Atterbury Property which is the development company undertaking developments on behalf of Attacq and one of the shareholders in AWIC

Morné Wilken is a director and was a shareholder of Atterbury Property

57


3 Attacq and RBH entered into an agreement whereby RBH bought R299 million worth of Attacq shares from various shareholders. Attacq facilitated the deal

Morné Wilken partook in the agreement by selling Attacq shares to RBH

4 Indirect shareholder of AWIC via shareholding in AWC

Trinsam Trust had an effective 1.225% shareholding in AWIC which shareholding has been sold to Attacq in exchange for Attacq shares

LLS van der Watt 1 Atterbury Property Director and effective shareholding of 19% in Atterbury Property

2 Attventure owns:(a) an indirect interest in Trevenna

Development Company Proprietary Limited in which Attacq is also a shareholder

Trustee and beneficiary of Suca Trust that owns 25% of Attventure

(b) a direct interest in The Club Retail Park Proprietary Limited of which Attacq is a co-investor

(c) a direct interest in Riverwalk Office Park Proprietary Limited

(d) a direct interest in Diggers Development Proprietary Limited

(e) a direct interest of 7.4% in Atterbury Property which, in turn:(i) owned a direct interest in AAM

which has now been internalised, further details of which are set out in paragraph 1.3 of Annexure 10

(ii) owns a direct interest in Paradise Coast Property Development Proprietary Limited of which Attacq is a co-investor

(f) 100% direct interest in Attman Limited which was one of the vendors in the Artisan disposal

3 Suca Ventures Proprietary Limited owns:(a) a 25% direct interest in the Dis-Chem at

Glenfair Boulevard, which is part of the Attacq direct property portfolio

Director and effective shareholding of 100% in Suca Ventures Proprietary Limited

(b) a 50% direct interest in TriBeCa Restaurant situated at Lynnwood Bridge, which is part of the Attacq direct property portfolio

(c) a 65% interest in Fledge Capital Proprietary Limited which, in turn, owns:(i) a direct interest in Stenham European

Shopping Centre Fund IC in which Attacq is also a shareholder

(ii) a direct interest of 20% in Safari and Outdoor Warehouse Proprietary Limited, a tenant in a development of Attacq

(iii) a direct interest of 10% in Dis-Chem Proprietary Limited, a tenant in various properties owned by Attacq

(iv) a direct interest of 40% in Maneki Proprietary Limited which is a tenant in various properties owned by Attacq

(v) a 5% direct interest in Attventure

58


4 Keurprop Investments Proprietary Limited owns:(a) a 30% direct interest in Geelhoutboom

Estate Proprietary Limited in which Attacq is also an effective 36.7% shareholder

Director and beneficiary of Keurwatt Trust that owns 100% of Keurprop Investments Proprietary Limited

(b) a direct interest in Attacq(c) a direct interest in Atterbury Property(d) a 50% interest in Mertech Fund Proprietary

Limited(e) a 50% interest in Attvest which, in turn:

(i) owns a 33% interest in Paradise Coast Property Development Proprietary Limited of which Attacq is a co-investor

(ii) had an interest in the Attvest/Momentum transaction for which further details are disclosed in note 5 of Annexure 20 under the heading “Attvest transaction” and which Attvest transaction was approved by shareholders on 27 August 2013

BF van Niekerk 1 Effective shareholding in Attvest, where Attvest had an interest in the Attvest/Momentum transaction further details of which are disclosed in note 5 of Annexure 20 under the heading “Attvest transaction” and which Attvest transaction was approved by shareholders on 27 August 2013

Effective shareholding of 16.4% in Attvest

2 Indirect shareholding in AAM which external asset manager to Attacq has now been internalised, further details of which are set out in paragraph 1.3 of Annexure 10

Effective shareholding of 4.9% in AAM

3 Indirect shareholding in MAS. Attacq currently holds a 23.9% shareholding in MAS on full implementation of the Artisan disposal

Effective shareholding of 3.81% in MAS

4 Attventure owns:(a) an indirect interest in Trevenna


Effective shareholding of 9.12% in Attventure







59


PH Faure 1 Effective shareholding in Attvest, where Attvest owed certain amounts in terms of the Attvest/Momentum transaction, further details of which are disclosed in note 5 of Annexure 20 under the heading “Attvest transaction” and which Attvest transaction was approved by shareholders on 27 August 2013

Effective shareholding of 5.75% in Attvest

2 Indirect shareholding in AAM which external asset manager to Attacq has now been internalised, further details of which are set out in paragraph 1.3 of Annexure 10


3 Indirect shareholding in MAS. Attacq currently holds a 23.9% shareholding in MAS on full implementation of the Artisan disposal

Effective shareholding of 1.52% in MAS

4 Attventure owns: Effective shareholding of 0.7% in Attventure(a) an indirect interest in Trevenna








GJ Oosthuizen (Resigned from the board with effect from 20 June 2013)

1 Gideon Oosthuizen has a 10% shareholding in Attventure, where:

10% effective shareholding in Attventure

(a) Attventue owned 50.0% of AAM which external asset manager to Attacq has now been internalised, further details of which are set out in paragraph 1.3 of Annexure 10


(b) Attventure owns 7.4% of Atterbury Property

Effective shareholding of 0.744% in Atterbury Property

(c) Attventure 26.0% of The Club Retail Park Proprietary Limited, a development known as “Club 1”

Effective shareholding of 2.6% in Club 1

(d) Attventure owns 11.5% of Trevenna Development Company Proprietary Limited

Effective shareholding of 1.15% in Travenna Development Company Proprietary Limited

(e) Attventure owns 16.7% of Paradise Coast Property Development Proprietary Limited

Effective shareholding of 1.67% in Paradise Coast

(f) Attventure owned an effective 18% of Artisan Investment Projects 10 Limited which was disposed of to MAS in return for MAS shares, further details of which are set out in paragraph 2.1 of Annexure 10

Effective shareholding of 1.8% in Caltongate

(g) Attventure owns an effective 20.0% of Bishopsgate Student Residential Limited

Effective shareholding of 2.0% in Bishopsgate

60


(h) Attventure owns an effective 50% of Atterbury Asset Managers International

Effective shareholding of 5.0% in Atterbury Asset Managers International

(i) Atterbury Asset Managers International is the contracted asset manager for AIHI but this has been internalised

(j) Atterbury Asset Managers International share in an effective 10.0% of the profit to be made by Artisan Investment Projects 10 Limited


2 Gideon Oosthuizen is a potential future discretionary beneficiary of a Trust registered in the Isle of Man. Gideon Oosthuizen has to date not been a Trustee nor beneficiary, nor has he received any remuneration, financial benefit or distribution from the TrustThe Trust owns an investment company called Northern Investments Limited, registered in the Isle of Man:

100%

(a) Northern owns 185 000 MAS shares(b) Northern owns an effective 3.8% in Artisan

Real Estate Investors Limited

Gideon Oosthuizen is a potential future discretionary beneficiary of the trustEffective shareholding of 3.8% in Northern

(c) Artisan Real Estate Investors Limited is the contracted asset manager for MAS

(d) Artisan Real Estate Investors Limited shares in an effective 15.0% of the profit to be made by Artisan Investment Projects 10 Limited


(e) Artisan Real Estate Investors Limited shares in an effective 40.0% of the profit to be made over a IRR hurdle rate of 12.0% to investors in Bishopsgate

Effective shareholding of 1.5% in Bishopsgate

4. INTERESTS OF DIRECTORS AND PROMOTERS

4.1 No amount has been paid, or is accrued as payable, within the preceding three years, or is proposed to be paid to any promoter or to any partnership, syndicate or other association of which such promoter is or was a member and no other benefit has been given or is proposed to be given to such promoter, partnership, syndicate or other association within the said period.

4.2 Other than the directors’ interests in transactions, details of which are set out in paragraph 3.2 above and as disclosed in Annexure 12, neither the directors nor the promoters of the company have received any material beneficial interest, direct or indirect, in the promotion of the company and its properties during the three years preceding this prospectus. This includes a partnership, company, syndicate or other association.

4.3 No amount has been paid, or has been agreed to be paid, within the three years preceding the date of this prospectus, to any director of the company or to any company in which such director is beneficially interested, directly or indirectly, or of which he is a director (“the associate company”) or to any partnership, syndicate or other association of which he is a member (“the associate entity”), in cash, securities or otherwise, by any person, either to induce him to become, or to qualify him as a director or otherwise for services rendered by him or by the associate company or the associate entity in connection with the promotion or formation of the group.

5. DIRECTORS’ DECLARATIONS

None of the directors have:

5.1 been a director of a company that has been put into liquidation or been placed under business rescue proceedings or has had an administrator or other executor appointed during the period when he was (or within the preceding 12 months had been) one of its directors, or alternate directors or equivalent position;

5.2 either themselves or any company of which he was a director or an alternate director or officer at the time of the offence, been convicted in any jurisdiction of any criminal offence, or an offence under legislation relating to the Companies Act;

5.3 been removed from an office of trust, on grounds of misconduct, involving dishonesty;

5.4 been disqualified by a court from acting as a director of the company, or from acting in management or conduct of the affairs of any company;

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5.5 been appointed as a director of a company listed on the JSE’s Alternative Exchange;

5.6 been convicted of an offence resulting from dishonesty, fraud, theft, perjury, misrepresentation or embezzlement;

5.7 been adjudged bankrupt or sequestrated in any jurisdiction;

5.8 been a party to a scheme of arrangement or made any other form of compromise with his creditors;

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

5.10 had any court grant an order declaring him to be a delinquent or placed such director under probation in terms of section 162 of the Companies Act and/or 47 of the Close Corporations Act, 1984 (Act No. 69 of 1984) of South Africa;

5.11 been barred from entry into any profession or occupation;

5.12 been convicted in any jurisdiction of any criminal offence, or an offence under legislation relating to the Companies Act;

5.13 has received any official public criticisms by any statutory or regulatory authorities (including recognised professional bodies);

5.14 entered into any compulsory liquidations, administrations or partnership voluntary arrangements of any partnerships where such person is or was a partner at the time of or within the 12 months preceding such event; or

5.15 entered into receiverships of any asset(s) of such person or of a partnership of which the person is or was a partner at the time of, or within the 12 months preceding, such event.

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Annexure 4

CURRENT AND PAST DIRECTORSHIPS

The table below lists the companies and partnerships of which each director of the company is currently a director or partner as well as the companies and partnerships of which each director of the company was a director or partner over the five years preceding this prospectus:

Directors of the company

Director Current directorships and partnershipsDirectorships and partnerships held in the last five years

Pierre Tredoux

Quattro Filia Investments Proprietary Limited Maxwell Technology Proprietary LimitedAtterbury Property Holdings Proprietary Limited Plough-Argo Residents Association NPCBarnstone Corporate Services Proprietary Limited Victus Capital Proprietary LimitedBarnstone Fraud Risk Services Proprietary Limited Ports Of Promise Trading 800 Proprietary LimitedBarnstone Holdings Proprietary Limited Africon Finance Proprietary LimitedBarnstone Investments Proprietary Limited Barnstone Financial Services Proprietary LimitedBarnstone Outsourcing Services Proprietary Limited Britehouse Business Process Management

Proprietary LimitedBarnstone People Dynamic Proprietary Limited Elevation Private Equity Proprietary LimitedCascade Avenue Trading 109 Proprietary Limited Fundisa Communications Proprietary LimitedGuideline Software And Technologies Proprietary Limited

The Kingswood Crown Cafe Proprietary Limited

Attvic SA Proprietary Limited Seven Seasons Trading 172 Proprietary Limited

Morné Wilken

Attacq Retail Fund Proprietary Limited Riverport Trading 143 Proprietary LimitedArctospark Proprietary Limited Scarlet Sky Investments 36 Proprietary LimitedAldabri 96 Proprietary Limited The Falls P and P Proprietary LimitedAtterbury Attfund Investment Company Number 1 Proprietary Limited

Atterbury Manfou Proprietary Limited

Atterbury Attfund Investment Company Number 2 Proprietary Limited

Blaizepoint Trading 291 CC


Upward Spiral 1285 CC

Atterbury Parkdev Consortium Proprietary Limited Top Coat Property Investments 5 Proprietary LimitedAtterbury Property Investments Proprietary LimitedAtterbury Property Johannesburg Proprietary LimitedAtterbury Waterfall City Proprietary LimitedAtterbury Waterfall Investment Company Proprietary LimitedAtterbury Waterfall Pocket 22A Proprietary LimitedBagaprop LimitedBrooklyn Bridge Office Park Proprietary LimitedBrooklyn Bridge Residential Home Owners Association NPCCC 702 Investments Proprietary LimitedDesign Square Shopping Centre Proprietary LimitedDe Ville Shopping Centre Proprietary LimitedHarlequin Duck Properties 204 Proprietary LimitedHighgrove Property Holdings Proprietary LimitedKeysha Investments 213 Proprietary LimitedLady Brooks Proprietary LimitedLe Chateau Property Development Proprietary Limited

63


Leipzig Nova Eventis Consortium Proprietary LimitedLord Charles and Lady Brooks Office Park Holdings Proprietary LimitedThe Club Retail Park Proprietary LimitedLynnaur Investments Proprietary LimitedLynnwood Bridge Office Park Proprietary LimitedMajestic Offices Proprietary LimitedMantrablox Proprietary LimitedParadise Coast Property Development Proprietary LimitedRazorbill Properties 91 Proprietary LimitedRetail Africa Consortium Holdings Proprietary LimitedRetail Africa Wingspan Investments Proprietary LimitedGeelhoutboom Estate Proprietary LimitedAtterbury Investment Holdings International LimitedVerbicorp NPCWaterfall City Management Company NPCAlmeflex NPCFountains Regional Mall Proprietary LimitedNieuwtown Property Development Company Proprietary LimitedAtterbury Property Holdings Proprietary LimitedAtterbury Mauritius Consortium Proprietary LimitedTravenna Development Company Proprietary LimitedSinco Investments Six Proprietary LimitedMAS (BVI) Holdings LimitedAtterbury Africa LimitedAtterbury Waterfall Investment Company Proprietary Limited

Melt Hamman

Die Koppie Security Village Home Owners Association NPC

Rentworks Africa Proprietary Limited

Atterbury Waterfall Investment Company Proprietary LimitedAttacq Retail Fund Proprietary Limited

Louis van der Watt

Business Venture Investments No 1651 Proprietary Limited (RF)


Decastyle Proprietary Limited Razorbill Properties 91 Proprietary LimitedAttacq Retail Fund Proprietary Limited Attfund Retail LimitedAtterbury Investment Managers Proprietary Limited Blown Fibre Proprietary LimitedAtterbury Property Developments Proprietary Limited Rossgro Holdings Proprietary LimitedAtterbury Property Holdings Proprietary Limited Aldabri 96 Proprietary LimitedAtterbury Property One Proprietary Limited Atterbury Asset Managers Proprietary LimitedAtterbury Wedge Proprietary Limited Atterbury Attfund Investment Company Number 1

Proprietary LimitedAttventure Proprietary Limited Atterbury Attfund Investment Company Number 2

Proprietary LimitedBrooklyn Edge Proprietary Limited Atterbury IP Company Proprietary LimitedCasaspec Properties Proprietary Limited Atterbury Manfou Proprietary LimitedDiggers Development Proprietary Limited Atterbury Mauritius Consortium Proprietary LimitedDis-chem Distribution Proprietary Limited Atterbury Parkdev Consortium Proprietary Limited

64


Dis-chem Pharmacies Proprietary Limited Atterbury Property Cape Proprietary LimitedFerpa Boerdery Proprietary Limited Atterbury Property Consultant Proprietary LimitedFledge Capital Proprietary Limited Atterbury Property Investments Proprietary LimitedFountains Regional Mall Proprietary Limited Atterbury Property Johannesburg Proprietary LimitedGeelhoutboom Estate Proprietary Limited Atterbury Teater Proprietary LimitedHyprop Investments Proprietary Limited Atterbury Waterfall City Proprietary LimitedKameeldrift Voere Proprietary Limited Atterbury Waterfall Investment Company

Proprietary LimitedKeurprop Investments Proprietary Limited Atterbury Waterfall Pocket 22A Proprietary LimitedLeopard 220 Investments Proprietary Limited Bella Rosa Development Proprietary LimitedLittle Swift Investments 487 Proprietary Limited Brooklyn Bridge Office Park Proprietary LimitedMandela Development Corridor Owners Association NPC

De Ville Shopping Centre Proprietary Limited

Mantrablox Proprietary Limited Design Square Shopping Centre Proprietary LimitedMenlopark Property Holdings Proprietary Limited Faircity Quatermain & Falstaff Proprietary LimitedMertech Fund Proprietary Limited Gosforth Park Management Proprietary LimitedRapfund Holdings Proprietary Limited Gosforth Park Properties Proprietary LimitedRetail Africa Consortium Holdings Proprietary Limited Hatfield Rendezvous Proprietary LimitedRetail Africa Wingspan Investments Proprietary Limited Highgrove Property Proprietary Limited HoldingsRiverwalk Office Park Proprietary Limited Integrear Amica Proprietary LimitedScarlet Sky Investments 36 Proprietary Limited Keysha Investments 213 Proprietary LimitedStuur Groete Produksies Proprietary Limited Kraaibosch Residential Estate Proprietary LimitedSuca Pharmacy Holdings Proprietary Limited Lady Brooks Proprietary LimitedSuca Ventures Proprietary Limited Le Chateau Property Development Proprietary LimitedThe Club Retail Park Proprietary Limited Leipzig Nova Eventis Consortium Proprietary LimitedThe Famous Fishhoek Corporation CC Lord Charles and Lady Brooks Office Park Holdings

Proprietary LimitedTTA Shares Proprietary Limited Movies at Woodlands Proprietary LimitedWattchatt Proprietary Limited National Formatt Property Commercial Consultants

Proprietary LimitedWingspan Asset Management Proprietary Limited National Formatt Property Consultants

Proprietary LimitedWonderwall Investments 14 Proprietary Limited Nieuwtown Property Development Company

Proprietary LimitedAtterbury Investment Holdings International Limited No 14 Rhenosterkloof Lodge Proprietary LimitedBusiness Venture Investments No 1651 Proprietary Limited

Nulane Investments 40 Proprietary Limited

Atterbury Property Holdings International Limited Parkdev Asset Managers Proprietary LimitedAtterbury Africa Limited Raceway Industrial Park Phase IV Proprietary LimitedWest Hills Mall Limited Raceway Industrial Warehouse Proprietary LimitedAtterbury Asset Management International Limited Rooihuiskraal Industrial Gateway Proprietary Limited

Safari And Outdoor Warehouse Proprietary LimitedThe Falls P and P Proprietary LimitedThe Falls Property Development Company Proprietary LimitedThe Woodlands Home Owners Association Proprietary LimitedTholo George Proprietary LimitedTholo Investments Proprietary LimitedTop Coat Property Investments 5 Proprietary LimitedTyger Hills Investments Proprietary LimitedTyger Hills Office Park Proprietary LimitedWonderwall Investments 14 Proprietary LimitedRiverport Trading 143 Proprietary LimitedAtterbury Cape Projects HoldingsDunrose Investments 200 Proprietary Limited

65


MM Afriads Proprietary LimitedOktavo Beleggings Proprietary LimitedBest Cut Proprietary LimitedIHO Holdings Proprietary LimitedRodgers Real Estate Proprietary LimitedBest Cut Foods Proprietary LimitedMiljon Proprietary LimitedMuckleneuk Corner Proprietary LimitedAtterbury Property Finance Proprietary LimitedAttventure Poultry Investments Proprietary LimitedNIB 90 Share Block Proprietary LimitedAtterbury Decor Centre Proprietary LimitedCCG 097 Share Block Company Proprietary LimitedAttfund LimitedGlenwood Offices Investments Proprietary LimitedFormprops 1 Proprietary LimitedFullimput 160 Proprietary LimitedGlenfield Property Proprietary LimitedParkdev Proprietary LimitedSA Value Marts Proprietary Limited

Francois van Niekerk

Atterbury Décor Centre Limited Mertech Fund Proprietary LimitedUnitrade Proprietary Limited Artisan Real Estate Investors Proprietary LimitedBNF Investments Proprietary Limited MAS Property Advisors LimitedInfotech Proprietary Limited Attfund LimitedMergon Foundation NPCMertech Investments Proprietary LimitedMuthobi NPCNorthpark Trading 21 Proprietary LimitedMertech Projects Proprietary LimitedMertech Property Proprietary LimitedAtterbury Property Finance Proprietary Limited

Pieter FaureMuthobi NPC Mertech Services Proprietary LimitedMergon Foundation NPC 4P Logistics Management Systems Proprietary LimitedMolalatladi Capital Proprietary Limited 4P Logistical Solutions Proprietary LimitedMertech Fund Proprietary Limited Pole Position Media Proprietary LimitedMertech Investments Proprietary Limited Artisan Real Estate Investors Proprietary LimitedBNF Investments Proprietary Limited MAS Property Advisors LimitedInfotech Proprietary Limited Attventure Growth Fund Proprietary LimitedAtterbury Investment Managers Proprietary Limited Attventure Poultry Investments Proprietary LimitedMertech Property Proprietary Limited Mystic Blue Trading 614 Proprietary LimitedNelesco 589 Proprietary LimitedMergon Investments Proprietary LimitedAttventure Proprietary LimitedKing Price Financial Services Proprietary LimitedKing Price Insurance Company Proprietary Limited

66


Lucas NdalaLisinfo 209 Investments Proprietary Limited Advanced Channel Technologies Proprietary LimitedCentral Lake Trading 342 Proprietary Limited Channel Risk Management Proprietary LimitedDesert Star Trading 496 Proprietary Limited Channelware Proprietary LimitedFraser Alexander Proprietary Limited Cross Point Trading 67 Proprietary LimitedLisinfo 213 Property Proprietary LimitedLisinfo 216 Investments Proprietary LimitedLisinfo 219 Trading Proprietary LimitedLisinfo 220 Trading Proprietary LimitedLisinfo 222 Investments Proprietary LimitedLisinfo 227 Investments Proprietary LimitedLisinfo 238 Investments Proprietary LimitedLisinfo 245 Investments Proprietary LimitedLisinfo 258 Investments Proprietary LimitedMB Technologies Proprietary LimitedMB Technologies Investments Proprietary LimitedMorafe Investments Proprietary LimitedNeliscore Proprietary LimitedOlympic Park Trading 93 Proprietary LimitedQuickvest 399 Proprietary LimitedRBH Financial Holdings Proprietary LimitedRBH Industrial Holdings Proprietary LimitedRBH Resources Holdings Proprietary LimitedRBH Services Holdings Proprietary LimitedRBH Telecom Holdings Proprietary LimitedRiverside Park Trading 288 Proprietary LimitedRoyal Bafokeng Agri Investments Proprietary LimitedRoyal Bafokeng Astrapak Proprietary LimitedRoyal Bafokeng Automotive Proprietary LimitedRoyal Bafokeng BCT Proprietary LimitedRoyal Bafokeng Closed Shelf1 Proprietary LimitedRoyal Bafokeng DHL Proprietary LimitedRoyal Bafokeng DHL Holding Company Proprietary LimitedRoyal Bafokeng Finance Proprietary LimitedRoyal Bafokeng Financial Services Group Proprietary LimitedRoyal Bafokeng Holdings Proprietary LimitedRoyal Bafokeng Impala Investment Holding Company Proprietary LimitedRoyal Bafokeng Libstar Proprietary LimitedRoyal Bafokeng Management Services Proprietary LimitedRoyal Bafokeng MB Technologies Proprietary LimitedRoyal Bafokeng MB Technologies Holding Company Proprietary LimitedRoyal Bafokeng Metix Proprietary LimitedRoyal Bafokeng Mogs Proprietary LimitedRoyal Bafokeng Pasco Proprietary LimitedRoyal Bafokeng Platinum Holdings Proprietary LimitedRoyal Bafokeng Properties Proprietary LimitedRoyal Bafokeng Resources Granite Proprietary LimitedRoyal Bafokeng Resources Holdings Proprietary LimitedRoyal Bafokeng Resources Platinum Proprietary LimitedRoyal Bafokeng Tholo Investment Holding Company Proprietary Limited

67


Royal Bafokeng Wizplat Proprietary LimitedSalestalk 268 Proprietary LimitedUmkhwene Transports CCFraser Alexander Holdings Proprietary LimitedPort Wild Props 12 Proprietary LimitedUmkhwene Trading CC

Johan van der Merwe

Atom Funds Management Proprietary Limited Lemon Butta Hermanus Proprietary LimitedBlue Ink Investments Partners Proprietary Limited Investec Asset Management Proprietary LimitedFOUR Capital Partners Limited Pan-African Asset Management Proprietary LimitedGenbel Securities Limited Sanlam Investment Management Proprietary LimitedOctane Holdings Limited Simeka Consultants And Actuaries Proprietary LimitedRaptocom Proprietary Limited I-Maps Proprietary LimitedSanlam Asset Management Ireland Glacier Financial Holdings Proprietary LimitedSanlam Capital Markets Limited Sanlam LimitedSanlam Collective Investments Limited Investment Management Association of South Africa

NPCSanlam International Investment Partners LimitedSanlam Investment Holdings LimitedSanlam Investment Management Proprietary LimitedSanlam Multi Manager International Proprietary LimitedSanlam International Investments LimitedSanlam Private Investments Proprietary LimitedSanlam Properties Proprietary LimitedSanlam UKSIM International Investments Partners AUSTRALIA Proprietary LimitedWheatfields Investments No. 221 Proprietary Limited

Stewart Shaw-Taylor

The Pivotal Fund Limited Clifton Dunes Investments 488 Proprietary LimitedThe Unisec Group Limited Emerald Fire Investments Proprietary LimitedThirty-Three Bolton Road Proprietary Limited Evening Star Trading 768 Proprietary LimitedStandard Bank Properties Proprietary Limited Fountainhead Property Trust Management Limited

Proprietary LimitedThe Milnerton Estates Limited Gleneagles Retail Centre Proprietary LimitedGold Street Property Investments Proprietary Limited Grand Central Shopping Centre Proprietary LimitedNewpark Towers Proprietary Limited Outward Investments Proprietary LimitedNovelway Investments Proprietary Limited Redefine Income Fund LimitedOdyssey Oil Developments Proprietary Limited Redefine Fund Managers LimitedLC Golf SA Proprietary Limited Shelly Beach Junction Proprietary LimitedGreenfield Newgate Proprietary Limited Western Plaza Two Proprietary LimitedHijob Proprietary Limited Asakhe Realty Investment Fund Proprietary LimitedHuddle Investments Proprietary Limited Belhar CBD Development Company

Proprietary LimitedHyprop Investments Limited All Square Investments Proprietary LimitedInani Realty Asset Management Proprietary Limited Die Meentgebou Proprietary LimitedFHP Managers Proprietary Limited Portion ¾ of Erf 5495 Bryanston Proprietary LimitedMain Street 100 Proprietary Limited Soubrette Investments Proprietary LimitedPearl Valley Golf Estates Proprietary Limited SBS Development Company Proprietary LimitedPivotman Proprietary Limited Monchique Proprietary LimitedMogale’s Gate Proprietary Limited Otter Investments Proprietary Limited

68


Blue Bond Investments Limited Erf 224 Edenburg Proprietary LimitedBlue Bond Financial Nominees Proprietary Limited New Heights 409 Proprietary LimitedDream Circle Destination Club Proprietary Limited Charmond Investments Proprietary LimitedDream Circle Property Development Proprietary Limited

Keanda Properties Proprietary Limited

Eldee Proprietary LimitedElderberry Investments 49 Proprietary LimitedBlue Waves Properties 78 Proprietary LimitedBurnet Investments LimitedGloster Farm Proprietary LimitedJSG Developments Proprietary LimitedImage Ambassadors Proprietary LimitedRedefine International P.L.C.Sortor Proprietary LimitedThirty-Three Bolton Road Proprietary LimitedTiyani Property Consortium Proprietary Limited

Hellen El Haimer

Infinity Advisors CC NoneMain Marshall Improvement District NPCThe FM Institute Proprietary Limited

Thys du ToitRootstock Capital Proprietary Limited Coronation Asset Management Proprietary LimitedRootstock Investment Management Proprietary Limited

Coronation Fund Managers Limited

PSG Group Limited Coronation Investment Management Proprietary Limited

PSG Financial Services Limited Coronation Investment Services Proprietary LimitedPioneer Foods Proprietary Limited Coronation Life Assurance Company LimitedERF 81 Lynnwood Proprietary Limited Coronation Management Company (RF)

Proprietary LimitedOlifantsdrift Beleggings Nr 1 Proprietary Limited Imvula Capital Proprietary LimitedOlifantsdrift Beleggings Nr 2 Proprietary Limited Investment Management Association of South Africa

NPCVredelust/Act of Grace Proprietary Limited Zambia Copper Investments Limited (ZCI)Thibault Investments Proprietary Limited KWV Holdings LimitedThibault Investment Holdings Proprietary Limited Professional Provident Society Investments

Proprietary LimitedProfessional Provident Society Multi-Managers Proprietary Limited

Lebo Masekela4p Logistical Solutions Proprietary Limited LQ Consulting Proprietary Limited4pl Group Proprietary Limited Mobiledata Proprietary LimitedAllied Energy Technologies Proprietary Limited Psidot Metering Systems Proprietary LimitedAnsawell Proprietary Limited Lechabile Quality Strategies Proprietary LimitedBalindi Agricultural Co-operative LimitedEnermatics Energy Proprietary LimitedFranchise Lending Solutions Proprietary LimitedInfotech Proprietary LimitedLechabile Quality Manufacturing Proprietary LimitedMolalatladi Capital Proprietary LimitedParsec Proprietary LimitedPrecis-Le HelicoptersWin-Le Investments Proprietary Limited

69


Thomas ReillyJet Cut CC Business Venture Investments No 261

Proprietary LimitedSanlam Africa Core Real Estate Fund Limited Khulela Properties Proprietary LimitedOubaai Stand 228 CC Lexshell 600 Investments Proprietary LimitedR Squared Properties Proprietary Limited MCH Properties Proprietary LimitedSanlam Africa Fund Advisor Proprietary Limited Ndawu Investors Proprietary LimitedShelfsoft Proprietary Limited Newshelf 101 LimitedTugboat Property CC Sanlam Properties Proprietary LimitedVendcorp 111 CC Tswelena Developers Proprietary Limited

Waterfall Country Estate Home Owners Association NPCWaterfall Golf Estate Proprietary Limited

Wilhelm NautaBlue Nightingale Trading 254 Proprietary Limited Eris Property Group Proprietary LimitedDurafit Vehicle Accessories Proprietary Limited Royal Bafokeng Finance Proprietary LimitedLisinfo 222 Investments Proprietary LimitedMB Technologies Proprietary LimitedRoyal Bafokeng Agri Investments Proprietary LimitedRoyal Bafokeng Astrapak Proprietary LimitedRoyal Bafokeng Mogs Proprietary LimitedRoyal Bafokeng Platinum Holdings Proprietary LimitedRoyal Bafokeng Resources Holdings Proprietary LimitedRoyal Bafokeng Ventures Proprietary Limited

The table below lists the major subsidiaries of which each director of the subsidiary company is currently a director or partner as well as the companies and partnerships of which each director of the subsidiary company was a director or partner over the five years preceding this prospectus:

Directors of Attacq Retail Fund (a major subsidiary of Attacq)


Richard ThomasAttacq Retail Fund Proprietary Limited Barley Cove Proprietary LimitedBones Development Phase 3 Proprietary Limited Mooirivier Mall Proprietary LimitedCapegate Crescent Development Proprietary Limited RZT Zelpy 4558 Proprietary LimitedCapricorn Business And Technology Park Proprietary Limited

S A Retail Properties Proprietary Limited

Ixia Trading 630 Proprietary Limited Syfrets Mortgage Nominees LimitedKlein Steenberg Proprietary Limited Visigro Investments Proprietary LimitedLighthouse Developments Proprietary Limited Whirlprops 33 Proprietary LimitedOff The Shelf Investments Forty One Proprietary Limited

30-36 Silverton Road Proprietary Limited

Onrus Manor Proprietary Limited Steenberg Office Development Proprietary LimitedPacific Coast Investments 23 Proprietary Limited The Green Building Council of South Africa NPCPacific Eagle Properties 13 Proprietary LimitedPrecious Prospect Trading 50 Proprietary LimitedRobow Investments No 47 Proprietary LimitedRoyal Albatross Properties 225 CCStratovest 103 Proprietary LimitedToontjiesrivier Landgoed Proprietary LimitedVillager Investments No 1 Proprietary LimitedVisigro Investments Proprietary LimitedAbacus Holdings Management Proprietary Limited

70

Annexure 5

SERVICE CONTRACTS

The salient features of the current service contracts are:

1. SERVICE CONTRACT ENTERED INTO BETWEEN ATTACQ AND MORNé WILKEN EFFECTIVE 1 JULY 2013

1.1 Commencement date and termination

1.1.1 Morné was appointed as the chief executive officer of Attacq on 1 July 2013.

1.1.2 Notice, in writing, must be given by the employee in the event of his resignation, or from the organisation terminating the employee’s services for reasons related to his conduct or capacity of two months.

1.2 Duties and responsibilities

Morné entered into Attacq’s service as chief executive officer reporting directly to the board of directors of the company.

1.3 Remuneration

The annual total cost to the company comprises:

1.3.1 a guaranteed salary of R2 250 000;

1.3.2 use of a cell phone and 3G card;

1.3.3 use of a fuel card subject to a maximum of R3 500 per month; and

1.3.4 group life cover.

1.4 Short-term incentives

The quantum of the short-term incentive is a function of the annual growth in the net asset value per share of the company on a consolidated basis. The annual growth is based on the information as per the audited financial statements for a full financial year. The following formula is applicable: For every basis point (“BP” for clarity 100BP = 1%) the annual growth exceeds 7%, Morné will receive 1% of his monthly guaranteed salary earned during that specific financial year.

1.5 Long-term incentive

1.5.1 The share options as approved at the shareholders’ meeting on 29 November 2012 will continue on the same terms and conditions as previously approved. In terms of the approval, Morné is entitled to 2 000 000 Attacq shares at a price of R8.50 per share. The first 40% of the share options has already vested and was exercised by Morné. The remaining 60% may be exercised in equal portions of 20% per year on 30 June 2014, 30 June 2015 and 30 June 2016.

1.5.2 If Morné leaves the service of the company voluntarily or is summarily dismissed prior to the vesting date he will forfeit those options which have not yet vested. In the case of death, permanent disability of Morné and/or a change of control of the company, the outstanding balance of the shares will accrue on such date.

1.6 Restraint of trade

None.

2. SERVICE CONTRACT ENTERED INTO BETWEEN ATTACQ AND MELT HAMMAN EFFECTIVE 1 JULY 2013

2.1 Commencement date and termination

2.1.1 Melt was appointed as the financial director of Attacq on 1 July 2013.

2.1.2 Notice, in writing, must be given by Melt in the event of his resignation, or from the organisation terminating his services for reasons related to his conduct or capacity of one month.

2.2 Duties and responsibilities

Melt entered into Attacq’s service in the position of financial director.

71

2.3 Remuneration

Melt’s total annual cost to company comprises:

2.3.1 a guaranteed salary of R1 550 000;

2.3.2 use of a cell phone and 3G card;

2.3.3 use of a fuel card subject to a maximum of R3 500 per month; and

2.3.4 group life cover.

2.4 Short-term incentives

2.4.1 Melt was remunerated in an amount of R1 200 000. The after-tax portion of this incentive was utilised to subscribe for 60 000 Attacq shares at a subscription price of R12.00 per share. These shares may only be disposed of with the prior written approval of the remuneration and nominations committee.

2.4.2 The quantum of the short-term incentive is a function of the annual growth in the net asset value per share of the company on a consolidated basis. The annual growth is based on the information as per the audited financial statements for a full financial year. The following formula is applicable: For every basis point (“BP” for clarity 100BP = 1%) the annual growth exceeds 7%, Melt will receive 1% of his monthly guaranteed salary earned during that specific financial year.

2.5 Long-term incentive

The award of share options was approved by the shareholders at the shareholders’ meeting held on 27 August 2013. In terms of the approval, Melt is entitled to 1 200 000 Attacq ordinary shares at a price of R9.50 per share. The award is expected to vest in total over a period provided certain vesting conditions are met. Melt will be entitled to take delivery of the shares into his portfolio within six months of the vesting date. The first 60% of the shares may be exercised on 30 June 2016, the following 20% on 30 June 2017 and the remaining 20% on 30 June 2018.

2.6 Restraint of trade

None.

72

Annexure 6

EXTRACTS FROM THE MOI

The MOI of the company contains, interalia, provisions with the effect of providing for the appointment, qualification, remuneration and borrowing powers, interests of directors and dividends as set out in the extracts below:

“3. PUBLIC COMPANY

The Company is a Public Company as it is not a Private Company, a State-Owned Company or a Personal Liability Company.”

“4. POWERS AND CAPACITY OF THE COMPANY

4.1 The Company has the powers and capacity of an Individual.

4.2 No Special Resolution may be put to Holders to ratify any action by the Company or the Directors that is inconsistent with any limit, restriction or qualification regarding the purposes, powers or activities of the Company, or the authority of the Directors to perform an act on behalf of the Company, as contemplated in section 20(2) and section 20(6), in the event that such a Special Resolution would lead to the ratification of an act that is contrary to the Listings Requirements, unless otherwise agreed with the JSE.

4.3 Notwithstanding the omission from this MOI of any provision to that effect, the Company may do anything which the Companies Act empowers a company to do if so authorised by its MOI.

4.4 The following corporate actions shall be undertaken in accordance with the Listings Requirements:

4.4.1 issues of Securities (including options) for cash and convertible Securities granted/issued for cash;

4.4.2 repurchases of Securities; and

4.4.3 alterations of share capital, authorised Securities and rights attaching to classes of Securities.”

“5. AMENDMENTS TO THIS MOI

5.1 Save for:

5.1.1 an amendment which is ordered by a court in terms of section 16(1)(a) and section 16(4); or

5.1.2 correcting errors substantiated as such from objective evidence or which are self evident errors (including, but without limitation ejusdem generis, spelling, punctuation, reference, grammar or similar defects) in this MOI, which the Board is empowered to do,

all other amendments of this MOI shall be effected by a Special Resolution passed by the Holders of the ordinary Shares. The Board shall publish a copy of any such correction effected by the Board on the Company’s website.

5.2 Amendments, for the avoidance of doubt, shall include, but shall not be limited to:

5.2.1 the creation of any class of Securities;

5.2.2 the variation of any preferences, rights, limitations and other terms attaching to any class of Securities;

5.2.3 the conversion of one class of Securities into one or more other classes;

5.2.4 an increase or decrease in the number of Securities of a class;

5.2.5 a consolidation of Securities;

5.2.6 a sub-division of Securities; and/or

5.2.7 the change of the name of the Company.

5.3 All amendments to this MOI must be submitted to the JSE for approval before such amendments are submitted to the Holders of the ordinary Shares for approval.”

“7. AUTHORISED SECURITIES, ALLOTMENT AND ISSUE

7.1 The Company is authorised to issue 2 000 000 000 (two billion) ordinary no par value Shares (which includes Shares already issued at any time), which shall entitle the Holder of each such ordinary Share to:

7.1.1 1 (one) vote per ordinary Share that he/she/it holds in respect of every matter that may be decided by voting;

7.1.2 vote at every general meeting and/or Annual General Meeting, in person or by proxy; and

7.1.3 receive the net assets of the Company upon its liquidation.

7.2 Notwithstanding anything to the contrary contained in this MOI, no issue of Securities may be effected by the Company unless those Securities are fully paid up in accordance with section 40.

73

7.3 All Securities of each class shall rank paripassu in respect of all rights, as understood in paragraph 3.29 of the Listings Requirements.

7.4 The Board shall not have the power to amend the authorisation (including increasing or decreasing the number) and classification of Shares (including determining rights and preferences) as contemplated in section 36(2)(b) or section 36(3).

7.5 No rights, privileges or conditions for the time being attached to any class of Securities of the Company nor any interests of that class of Securities may (unless otherwise provided by the terms of issue of the Securities of that class) whether or not the Company is being wound up, be varied in any manner, nor may any variations be made to the rights, privileges or conditions of any class of Securities, such that the interests of another class of Securities is affected, unless a Special Resolution has been passed by the Holders of that class of Securities with the support of at least 75% (seventy five percent) of the Voting Rights Exercised on the Special Resolution at a separate meeting of the Holders of that class. The provisions of this MOI relating to Shareholders’ Meetings shall mutatismutandis apply to any such separate meeting. In such instances, the Holders of such Shares may be allowed to vote at the meeting of Holders of ordinary Shares, subject to the provisions of clause 19.34.

7.6 The preferences, rights, limitations or other terms of any class of Securities of the Company may not be varied, and no resolution may be proposed to the Holders for rights to include such variation in response to any objectively ascertainable external fact or facts, as provided for in section 37(6) and section 37(7).

7.7 Notwithstanding any implication in this MOI to the contrary, the Board may not authorise any financial assistance by the Company in connection with the subscription for or purchase of its Securities or those of a Related or Inter-related company without complying with section 44(3).”

“8. AUTHORITY TO ISSUE SECURITIES

8.1 The Board shall not have the power to issue authorised Securities (other than as contemplated in clause 8.5) without the prior approval contemplated in clause 8.2 and the approval of the JSE (where necessary).

8.2 As regards the issue of:

8.2.1 Shares contemplated in section 41(1) and section 41(3) or as contemplated in paragraph 5.50 of the Listings Requirements, the Directors shall not have the power to allot or issue same without the prior approval of a Special Resolution;

8.2.2 Shares, other than those contemplated in clause 8.2.1, and other Securities including options in respect thereof, the Directors shall not have the power to allot or issue same without the prior approval of an Ordinary Resolution,

provided that such issue has been approved by the JSE.

8.3 No special privileges, such as:

8.3.1 attending and voting at general meetings and the appointment of Directors; and/or

8.3.2 the allotment of Securities, redemption by the Company, or substitution of the debt instrument for Shares of the Company,

may be granted to secured and unsecured debt instruments as contemplated in section 43(3).

8.4 Any approval for the allotment or issue of Securities by way of an Ordinary Resolution or a Special Resolution may be in the form of a general authority to the Directors, whether conditional or unconditional, to allot or issue any such Securities contemplated in clause 8.2.1 and clause 8.2.2 in their discretion, or in the form of a specific authority in respect of any particular allotment or issue of such Securities contemplated in clause 8.2.1 and clause 8.2.2. Such authority shall endure for the period provided in the Ordinary Resolution or Special Resolution in question but may be revoked by Ordinary Resolution or Special Resolution, as the case may be, at any time.

8.5 The Board may issue capitalisation Shares or offer a cash payment in lieu of awarding a capitalisation Share in accordance with section 47.

8.6 No Shares of a class which is listed may be issued other than as fully paid up and freely transferable. Notwithstanding the provisions of section 40(5), the JSE will not list Shares that are not fully paid for upon listing.”

“9. PRE-EMPTION ON ISSUE OF EQUITY SECURITIES

Equity Securities of a particular class in the Company which are authorised but unissued and which are intended to be issued for cash, shall be offered to the existing Holders of that class of equity Securities by way of a rights offer prorata to their shareholdings immediately before the offer was made with a reasonable time allowed to subscribe, unless:

9.1 the approvals contemplated in clause 8.1 have been obtained;

9.2 a capitalisation issue, an issue for an acquisition of assets (including another company) or an issue for the purposes of an Amalgamation or Merger, is to be undertaken;

9.3 the equity Securities are to be issued in terms of option or Conversion rights; or

9.4 the equity Securities are to be issued to a share incentive scheme approved by Ordinary Resolution,

provided that if any fraction of an equity Security will have to be issued, such fraction will be rounded up to the nearest whole number where the fraction is greater than or equal to 0.5 (zero point five) and rounded down to the nearest whole number where the fraction is less than 0.5 (zero point five). After the expiration of the time within which an offer may be accepted, or on the

74

receipt of an intimation from the Person to whom the offer is made that he/she/it declines to accept the equity Securities offered, the Directors may, subject to the aforegoing provisions, issue such equity Securities in such manner as they think most beneficial to the Company.”

“14. TRANSFER OF SECURITIES

14.1 There is no restriction on the transfer of Securities.

14.2 The transfer of any Securities which are certificated shall be implemented in accordance with using the then common form of transfer. Every instrument of transfer shall be left at the transfer office of the Company at which it is presented for registration, accompanied by the certificate of the Securities to be transferred, and or such other evidence as the Company may require to prove the title of the transferor or his/her/its rights to transfer the Securities.

14.3 All authorities to sign transfer deeds granted by Holders for the purpose of transferring Securities that may be lodged, produced or exhibited with or to the Company at any of its transfer offices shall, as between the Company and the grantor of such authorities, be taken and deemed to continue and remain in full force and effect, and the Company may allow the same to be acted upon until such time as express notice in Writing of the revocation of the same shall have been given and lodged at the Company’s transfer offices at which the authority was lodged, produced or exhibited. Even after the giving and lodging of such notices the Company shall be entitled to give effect to any instruments signed under the authority to sign, and certified by any officer of the Company, as being in order before the giving and lodging of such notice.”

“21. ELECTION OF DIRECTORS, ALTERNATE DIRECTORS AND VACANCIES

21.1 The minimum number of Directors shall be 4 (four) Directors and the maximum shall be 15 (fifteen) Directors. Any failure by the Company at any time to have the minimum number of Directors, does not limit or negate the authority of the Board, or invalidate anything done by the Board or the Company.

21.2 At the Annual General Meeting held in each year, 1/3 (one-third) of the non-executive Directors, or if their number is not a multiple of 3 (three), then the number nearest to, but not less than 1/3 (one third) shall retire from office; provided that in determining the number of Directors to retire no account shall be taken of any Director who has been appointed as the managing director or any other executive Director for a fixed period and his/her contract provides that he/she is not subject to retirement during that fixed period.

21.3 The Directors so to retire at each Annual General Meeting shall be those who have been longest in office since their last election. As between Directors of equal seniority, the Directors to retire shall, in the absence of agreement, be selected from among them by lot; provided that, notwithstanding anything herein contained, if, at the date of any Annual General Meeting any Director will have held office for a period of 3 (three) years since his/her last election or appointment he/she shall retire at such Meeting, either as one of the Directors to retire in pursuance of the foregoing or additionally thereto.

21.4 The length of time a Director has been in office shall be computed from the date of his/her last election.

21.5 A retiring Director shall act as a Director throughout the Meeting at which he/she retires. Retiring Directors shall be eligible for re-election. No Person other than a Director retiring at the Meeting shall, unless recommended by the Directors through their nomination committee for election, be eligible for election to the office of Director at any Annual General Meeting unless, not less than 7 (seven) days nor more than 14 (fourteen) days before the day appointed for the meeting, there shall have been given to the secretary notice, in Writing, by some Holder duly qualified to be Present and vote at the meeting for which such notice is given of the intention of such Holder to propose such Person for election and also notice, in Writing, signed by the Person to be proposed of his/her willingness to be elected.

21.6 If at any Annual General Meeting, the place of any retiring Director is not filled, he/she shall if willing continue in office until the dissolution of the Annual General Meeting in the next year, and so on from year to year until his/her place is filled, unless it shall be determined at such meeting not to fill such vacancy.

21.7 Each of the Directors and the Alternate Directors, other than a Director contemplated in clause 21.17, shall be elected (which in the case of a vacancy arising shall take place at the next Annual General Meeting), in accordance with clause 21.14, to serve for a term of 3 (three) years as a Director or Alternate Director. For the avoidance of doubt, no Director or Alternate Director shall be entitled to a life directorship or to serve as a Director or Alternate Director for an indefinite period.

21.8 Any Shareholder will have the right to nominate Directors and/or Alternate Directors for election to the Board (as contemplated in clause 21.7 and clause 21.14), in accordance with the provisions of clause 21.5.

21.9 Without derogating from the generality of the Shareholders’ rights to nominate Directors and/or Alternate Directors for election to the Board, as contemplated in clause 21.8, for so long as Lisinfo is a Shareholder and holds at least 10% (ten percent) of the issued Shares in the capital of the Company, it shall be entitled, but not obliged, to nominate (in Writing) for election to the Board (as contemplated in clause 21.7 and clause 21.4), in accordance with the provisions of clause 21.5, 1 (one) Director and 1 (one) Alternate Director. In the event that Lisinfo ceases to hold at least 10% (ten percent) of the issued Shares in the capital of the Company, it shall nonetheless have the right to nominate Directors and/or Alternate Directors for election to the Board in the manner contemplated in clause 21.8.

21.10 An Alternate Director shall serve in the place of 1 (one) or more Director(s) named in the resolution electing him/her during the Director’s(s’) absence or inability to act as Director. If a Person is an Alternate Director to more than 1 (one) Director or if an Alternate Director is also a Director, he/she shall have a separate vote, on behalf of each Director he/she is representing in addition to his/her own vote, if any.

21.11 Notwithstanding any provision to the contrary contained in this MOI, the appointment of all Directors shall be subject to Shareholder approval at any general meeting/annual general meeting; provided that the meeting is not conducted in terms of section 60.

75

21.12 There are no general qualifications prescribed by the Company for a Person to serve as a Director or an Alternate Director in addition to the requirements of the Companies Act. The Board, with the assistance of the nominations committee, must make recommendations to the Holders regarding the eligibility of Persons nominated for election as Directors, taking into account their past performance and contribution, if applicable. A brief curriculum vita of each Person standing for election or re-election as a Director at a Meeting or the Annual General Meeting, must accompany the notice of the Meeting.

21.13 No Director shall be entitled to appoint any Person as an Alternate Director to himself/herself.

21.14 In any election of Directors and Alternate Directors, the election is to be conducted as follows:

21.14.1 a series of votes of those entitled to Exercise votes regarding such election, each of which is on the candidacy of a single individual to fill a single vacancy, with the series of votes continuing until all vacancies on the Board at that time have been filled; and

21.14.2 in each vote to fill a vacancy:

21.14.2.1 each Voting Right entitled to be Exercised may be Exercised once; and

21.14.2.2 the vacancy is filled only if a majority of the Voting Rights Exercised support the candidate.

21.15 No Person shall be elected as a Director or Alternate Director, if he/she is Ineligible or Disqualified and any such election shall be a nullity. A Person who is Ineligible or Disqualified must not consent to be elected as a Director or Alternate Director nor act as a Director or Alternate Director. A Person placed under probation by a court must not serve as a Director or an Alternate Director unless the order of court so permits.

21.16 No election of a Director shall take effect until he/she has delivered to the Company a Written consent to serve.

21.17 Any vacancy occurring on the Board may be filled by the Board, but so that the total number of the Directors shall not at any time exceed the maximum number fixed, if any, but the Individual so appointed shall cease to hold office at the termination of the first Shareholders’ Meeting to be held after the appointment of such Individual as a Director unless he/she is elected at such Shareholders’ Meeting.

21.18 The continuing Directors (or sole continuing Director) may act notwithstanding any vacancy in their body, but, if and so long as their number is reduced below the number fixed by or pursuant to this MOI as the minimum, the continuing Directors or Director may act only for the purpose of summoning a Shareholders’ Meeting or filling vacancies not later than 3 (three) months from the date that the number falls below the minimum.

21.19 If there is no Director able and willing to act, then any Holder entitled to Exercise Voting Rights in the election of a Director may convene a Shareholders’ Meeting for the purpose of electing Directors.”

“23. REMUNERATION OF DIRECTORS AND ALTERNATE DIRECTORS AND MEMBERS OF BOARD COMMITTEES

23.1 The Directors or Alternate Directors or members of Board committees shall be entitled to such remuneration for their services as Directors or Alternate Directors or members of Board committees as may have been determined from time to time by Special Resolution within the previous 2 (two) years. In addition, the Directors and Alternate Directors shall be entitled to all reasonable expenses in travelling (including hotels) to and from meetings of the Directors and Holders, and the members of the Board committees shall be entitled to all reasonable expenses in travelling (including hotels) to and from meetings of the members of the Board committees as determined by a disinterested quorum of Directors. If any Director and/or Alternate Director is required to perform extra services, to reside abroad or be specifically occupied about the Company’s business, he/she may be entitled to receive such remuneration as is determined by a disinterested quorum of Directors, which may either be in addition to or in substitution for any other remuneration payable. The Company may pay or grant any type of remuneration contemplated in section 30(6)(b) to section 30(6)(g) (both inclusive) to any executive Directors.

23.2 A Director may be employed in any other capacity in the Company or as a Director or employee of a company controlled by, or itself a major Subsidiary of, the Company and in that event, his/her appointment and remuneration in respect of such other office must be determined by a disinterested quorum of Directors.”

“25. GENERAL POWERS AND DUTIES OF DIRECTORS

25.1 The business and affairs of the Company shall be managed by or under the direction of the Board, which has the authority to exercise all of the powers and perform any of the functions of the Company, except to the extent that the Companies Act or this MOI provides otherwise.

25.2 The Directors may:

25.2.1 establish and maintain any non-contributory or contributory pension, superannuation, provident and benefit funds for the benefit of; and

25.2.2 give pensions, gratuities and allowances to and make payments for or towards the insurance of,

any Persons who are employees or ex-employees (including Directors or ex-Directors) of the Company, or of any company which is or was a Subsidiary of the Company or is or was in any way allied to or associated with it or any such Subsidiary, and the wives, widows, families and dependants of such Persons.

25.3 The Board must appoint a chief executive officer and an executive financial Director. The Board may from time to time appoint one or more of the Directors to the office of Managing Director or manager (provided always that the number of Directors so appointed as Managing Director or joint Managing Directors and/or the holders of any other executive office including a chairperson who holds an executive office but not a chairperson who is a non-executive Director shall at all times

76

be less than ½ (one-half) of the number of Directors in office) for such period (not exceeding 5 (five) years) and at such remuneration (whether by way of salary or commission, or participation in profits or partly in one way and partly in another) and generally on such terms it may think fit, and it may be made a term of his/her appointment that he/she be paid a pension, gratuity or other benefit on his/her retirement from office.

25.4 The Board may from time to time entrust to and confer upon a managing Director or manager for the time being such of the powers vested in the Directors as it may think fit, and may confer such powers for such time and to be exercised for such objects and upon such terms and with such restrictions as it may think expedient; and it may confer such powers either collaterally or to the exclusion of, and in substitution for, all or any of the powers of the Directors, and may from time to time revoke or vary all or any of such powers. A managing Director appointed pursuant to the provisions hereof shall not be regarded as an agent or delegate of the Directors and after powers have been conferred upon him/her by the Board in terms hereof he/she shall be deemed to derive such powers directly from this clause 25.4.”

“31. DISTRIBUTIONS

31.1 The Company may make Distributions at any time; provided that:

31.1.1 any such Distribution:

31.1.1.1 is pursuant to an existing legal obligation of the Company, or a court order; or

31.1.1.2 has been authorised by the Board, provided that where the Listings Requirements require the approval of Holders in addition to such authorisation by the Board, the Distribution shall only be made if such approval of Holders is obtained at a Shareholders’ Meeting;

31.1.2 it reasonably appears that the Company will satisfy the Solvency and Liquidity Test immediately after completing the proposed Distribution;

31.1.3 the Board, by resolution, has acknowledged that it has applied the Solvency and Liquidity Test and reasonably concluded that the Company will satisfy the Solvency and Liquidity Test immediately after completing the proposed Distribution; and

31.1.4 no obligation is imposed, if it is a distribution of capital, that the Company is entitled to require it to be subscribed again,

and the Company must complete any such Distribution fully within 120 (one hundred and twenty) Business Days after the acknowledgement referred to in clause 31.1.3, failing which it must again comply with the aforegoing.

31.2 The Company must before incurring any debt or other obligation for the benefit of any Holders, comply with the requirements in clause 31.1.

31.3 Dividends shall be paid to Holders registered as at a date subsequent to the date of declaration or date of confirmation of the dividend, whichever is the later.

31.4 Scrip dividends incorporating an election to receive either capitalisation Shares or cash are not prohibited in terms of this MOI.

31.5 No notice of change of address or instructions as to payment given after the determination of a dividend or other Distribution by the Company in terms of clause 31.1.1, shall become effective until after the dividend or other Distribution has been made, unless the Board so determines at the time the dividend or other Distribution is approved.

31.6 The Company must hold all monies due to shareholders in trust, but subject to the laws of prescription. All unclaimed monies due to the Holders shall be held in trust until lawfully claimed, provided that any such monies remaining unclaimed for a period of not less than 3 (three) years from the date on which it became payable may be forfeited by resolution of the Directors for the benefit of the Company. No dividend shall bear interest against the Company.

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

31.8 Notwithstanding any other provision of this MOI, if:

31.8.1 the Directors declare a dividend or resolve to make any other Distribution to Shareholders in their capacity as such (whether or not Shareholders are offered Shares in terms of a capitalisation issue in lieu of such dividend or Distribution); and

31.8.2 any Shareholder (“the Applicable Shareholder”) would, but for this clause 31.8 be entitled to an aggregate dividend or aggregate Distribution (“the Applicable Shareholder’s dividend or distribution”) of R30.00 (thirty Rand) (which amount shall, escalate on the first day of each new financial year of the Company at the rate equal to the consumer price index, or a similar index published by a competent South African authority from time to time) or less in respect of all the Certificated Shares held by the Applicable Shareholder on the record date as stated in the dividend declaration,

the Directors shall have the power to direct that each Applicable Shareholder shall (unless she/he delivers a written request to the contrary to the transfer office prior to the payment date as stated in the dividend declaration) irrevocably and unconditionally forfeit the entitlement to the applicable Shareholder’s dividend or Distribution on the basis that an amount equal to the aggregate of the Applicable Shareholder’s dividend or Distribution of each Applicable Shareholder shall vest in a charity nominated from time to time by the Directors.”

77

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121

4 23

5Le

aseh

old

99 y

ears

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ar

8.M

axw

ell O

ffic

e Pa

rk –

Gol

der &

A

ssoc

iate

s Bu

ildin

g6

Erve

n 36

00, 3

601

and

3602

, Ju

kske

i Vie

w E

xt 8

3C

orne

r Max

wel

l Driv

e an

d A

lland

ale

Roa

d, S

unni

nghi

llG

aute

ng–

6 05

8Le

aseh

old

99 y

ears

N/A

9M

axw

ell O

ffic

e Pa

rk –

Att

acq

Build

ing6

Erve

n 36

00, 3

601

and

3602

, Ju

kske

i Vie

w E

xt 8

3C

orne

r Max

wel

l Driv

e an

d A

lland

ale

Roa

d, S

unni

nghi

llG

aute

ng–

5 03

9Le

aseh

old

99 y

ears

N/A

10.

Cel

l C C

ampu

s6Er

ven

431,

432

and

433

, Bu

ccle

uch

Ext 1

0C

orne

r Pre

toria

Mai

n R

oad

(R10

1) a

nd P

erth

Str

eet,

Bucc

leuc

h

Gau

teng

–44

200

Leas

ehol

d99

yea

rsN

/A

11.

Gro

up 5

6Er

ven

1763

and

176

4, Ju

kske

i V

iew

Ext

47

Cor

ner M

axw

ell D

rive

and

Cou

ntry

Est

ate

Driv

e, W

ater

fall

Esta

te

Gau

teng

–23

139

Leas

ehol

d99

yea

rsN

/A

Off

ice

and

mix

ed u

se p

ortf

olio

(con

tinu

ed):

79

No.

Pro

pert

y na

me

Reg

iste

red

lega

l de

scri

ptio

n (E

rf n

umbe

r)Ph

ysic

al a

ddre

ssR

egio

n

Wei

ghte

d a

vera

ge r

enta

lpe

r sq

uare

met

repe

r m

onth

as

at

30 J

une

2013

(R/m

²)

(See

not

e 9)

Ren

tabl

e a

rea

(m²)

(p

rim

ary

GL

A)4

Free

hold

/L

ease

hold

Lea

se e

xpir

y pe

riod

App

roxi

mat

eag

e of

bu

ildin

g

12.

New

tow

n an

d M

ajes

tic

deve

lopm

ent6

Erve

n 45

, 46,

47,

48,

49,

50,

51,

52

, 53,

54,

56,

57,

58,

558

, 564

an

d 56

8 of

New

tow

n To

wns

hip,

R

egist

ratio

n D

ivisi

on I.

R

Prov

ince

Gau

teng

120

Car

r Str

eet,

New

tow

n,

Joha

nnes

burg

Gau

teng

–38

912

(Off

ices

onl

y)Le

aseh

old

New

tow

n:90

yea

rs fr

om d

ate

ofco

mpl

etio

n. E

stim

ated

com

plet

ion

date

Sept

embe

r 201

4.T

he M

ajes

tic:

30 y

ears

from

dat

e of

com

plet

ion

with

optio

n to

rene

w fo

r a

furt

her 1

9 ye

ars

ther

eaft

er

N/A

13.

Gre

at W

este

rfor

dSe

ctio

ns 1

and

2 in

Sec

tiona

l Pl

an N

o. S

S240

/201

1 in

the

sche

me

know

n as

Gre

at

Wes

terf

ord

situa

ted

in

Ron

debo

sch

and

an u

ndiv

ided

sh

are

in th

e co

mm

on p

rope

rty

240

Mai

n R

oad,

Ron

debo

sh

Cap

e To

wn

Wes

tern

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ape

132

32 2

72Fr

eeho

ldN

/A55

yea

rs

Off

ice

and

mix

ed u

se p

ortf

olio

(con

tinu

ed):

80

Off

ice

and

mix

ed u

se p

ortf

olio

(con

tinu

ed):

No.

Pro

pert

y na

me

Ope

rati

onal

sta

tus

Eff

ecti

ve d

ate

of

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isit

ion

Acq

uisi

tion

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t(R

and)

3

Dev

elop

men

t c

ost a

s at

30 J

une

2013

(Ran

d)3

Valu

atio

n as

at

30 J

une

2013

(Ran

d)3

Eff

ecti

ve d

ate

of v

alua

tion

Nam

e of

in

depe

nden

t pr

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ty v

alue

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Dif

fere

nce

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een

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atio

n an

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quis

itio

n pl

usde

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pmen

t cos

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Brid

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ices

Ope

ratio

nal

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ptem

ber 2

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0 61

4 04

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0 00

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030

-Jun

-13

OM

IGSA

63 3

42 9

35

2.Ly

nnw

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Brid

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ail

Ope

ratio

nal

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ptem

ber 2

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15 8

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6 00

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030

-Jun

-13

OM

IGSA

40 7

99 5

25

3.Ly

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ratio

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ber 2

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8 00

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-13

OM

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4.Ly

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con

Build

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Ope

ratio

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1 Ju

ne 2

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934

2 35

3 07

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6 00

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030

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-13

OM

IGSA

224

372

996

5.Ly

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ase

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ent7

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ptem

ber 2

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17 9

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6 20

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424

4 00

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-13

OM

IGSA

99 8

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6.Br

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yn B

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d Le

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r 200

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l31

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rk –

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ay 2

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Ret

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Pro

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scri

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n(E

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al a

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ssR

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ghte

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ntal

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ee n

ote

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se e

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roxi

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e of

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ldin

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1.G

arde

n R

oute

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all

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ion

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tion

of 2

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f the

Far

m

Kra

ai B

osch

No.

195

, G

eorg

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este

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ape

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den

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te M

all,

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f the

N

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ndK

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oad,

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rge

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tern

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fEr

f 485

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and

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ince

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vier

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lEr

f 136

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uate

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e To

wns

hip

of B

ailli

e Pa

rk (2

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m²)

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R

E of

the

Farm

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iR

iver

no

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(11,

7689

ha)

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ner N

elso

nM

ande

la a

nd G

ovan

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ki D

rive

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m

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th W

est

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49 1

04Fr

eeho

ldN

/A5

year

s

4.Ei

kest

ad M

all

Eike

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: Erv

en 6

083

(9,0

32m

²), 4

282

(2,6

74m

²), 7

365

(3,1

27m

²)

Stel

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osch

43 A

ndrin

ga S

tree

tSt

elle

nbos

chW

este

rn C

ape

124

32 1

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ldN

/A41

yea

rs w

ith a

n ex

tens

ive

refu

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men

t 2

year

s ago

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alk

Erf 1

5733

(7,5

80m

²),

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lenb

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. Sec

t 1

and

Sect

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f Sec

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hem

e A

ndrin

gaW

alk

(Sch

eme

No.

17

/201

2), s

ituat

edon

Erf

157

33

43 A

ndrin

ga S

tree

tSt

elle

nbos

chW

este

rn C

ape

9010

376

Free

hold

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41 y

ears

82

Ret

ail p

ortf

olio

(con

tinu

ed):

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Pro

pert

y na

me

Reg

iste

red

lega

lde

scri

ptio

n(E

rf n

umbe

r)Ph

ysic

al a

ddre

ssR

egio

n

Wei

ghte

dav

erag

e re

ntal

per

squa

re m

etre

per

mon

th a

s at

30 J

une

2013

(R/m

²)(S

ee n

ote

9)

Ren

tabl

e ar

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²)(p

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ary

GL

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hold

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se e

xpir

y pe

riod

App

roxi

mat

e ag

e of

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ldin

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ill S

quar

e6Er

ven

2043

, 204

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and

4803

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ape

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616

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N/A

7.Br

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yn M

all

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uw M

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and

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ets,

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k, P

reto

ria

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teng

178

80 1

15Fr

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ldN

/A24

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8.D

e V

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011

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City

of C

ape

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n36

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n R

d (C

orne

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ellin

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and

Mai

nR

oads

), D

urba

nvill

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ape

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n

Wes

tern

Cap

e12

912

840

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hold

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35 y

ears

with

an

exte

nsiv

e re

furb

ishm

ent

2 ye

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go

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ail p

ortf

olio

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tinu

ed):

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Pro

pert

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me

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onal

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t C

ost (

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une

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and)

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at

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une

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e of

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rf n

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ntal

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assb

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):

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une

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and)

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e of

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ssR

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n

Wei

ghte

dav

erag

e re

ntal

per

squa

re

met

re p

er

mon

th a

s at

30 J

une

2013

(R/m

²)(S

ee n

ote

9)

Ren

tabl

e ar

ea (m

²)(p

rim

ary

GL

A)4

Free

hold

/L

ease

hold

Lea

se e

xpir

y pe

riod

App

roxi

mat

eag

e of

build

ings

1.W

ater

fall

Land

5R

emai

ning

ext

of p

ortio

n of

Fa

rm W

ater

val 5

Reg

Div

IR

Prov

ince

Gau

teng

Mid

rand

, on

both

side

s of t

heN

1 H

ighw

ay b

etw

een

Alla

ndal

e R

oad

and

Bucc

leuc

h In

terc

hang

e

Gau

teng

N/A

N/A

Leas

ehol

d99

yea

rs8

N/A

2.Le

Cha

teau

Erve

n 98

, 99

and

100

Vill

e d’

Afr

ique

Ext

2, N

ort W

est

Esta

te D

’ Afr

ique

, H

artb

eesp

oort

Dam

Nor

th W

est

N/A

N/A

Free

hold

N/A

N/A

84

Vaca

nt la

nd p

ortf

olio

(con

tinu

ed):

No.

Pro

pert

y na

me

Ope

rati

onal

sta

tus

Eff

ecti

ve d

ate

of a

cqui

siti

on

Acq

uisi

tion

cost

(R

and)

3

Dev

elop

men

tC

ost

as a

t 30

June

2013

(Ran

d)3

Valu

atio

n as

at

30 J

une

2013

(Ran

d)3

Eff

ecti

veda

te o

fva

luat

ion

Nam

e of

in

depe

nden

t pr

oper

tyva

luer

2

Dif

fere

nce

betw

een

valu

atio

nan

dac

quis

itio

npl

usde

velo

pmen

tco

st(R

and)

1

1.W

ater

fall

Land

5N

/A31

May

200

969

5 66

0 30

7 –

2 25

4 00

0 00

030

-Jun

-13

OM

IGSA

1 55

8 33

9 69

3

2.Le

Cha

teau

N/A

8 Ju

ne 2

006

22 0

29 8

2813

281

533

31 0

00 0

0030

-Jun

-13

Am

anda

de

Wet

Con

sulta

nts

(4 3

11 3

61)

Not

es:

1.

The

diff

eren

ce b

etw

een

the

valu

atio

n am

ount

s and

acq

uisit

ion

cost

s or d

evel

opm

ent c

osts

is d

ue to

the

fact

that

the

valu

es a

ttrib

uted

by

each

inde

pend

ent p

rope

rty

valu

er a

re o

pen

mar

ket v

alue

s, w

hile

the

acqu

isitio

n co

sts a

re n

egot

iate

d va

lues

and

the

deve

lopm

ent c

osts

are

am

ount

s exp

ende

d to

dat

e.

2.

The

pro

pert

ies w

ere

valu

ed a

t 30

June

201

3 by

the

inde

pend

ent p

rope

rty

valu

ers.

3.

Figu

res r

efle

ct 1

00%

ow

ners

hip

of p

rope

rty

asse

ts.

4.

Ren

tabl

e ar

ea is

refle

cted

as p

rimar

y G

LA.

5.

The

Wat

erfa

ll La

nd a

s pa

rt o

f the

Vac

ant L

and

Port

folio

was

acq

uire

d fo

r R

804

624

817.

As

the

vario

us la

nd p

arce

ls ar

e de

velo

ped,

a p

ortio

n of

the

orig

inal

acq

uisit

ion

pric

e is

allo

cate

d to

the

re

spec

tive

deve

lopm

ents

.

6.

In re

spec

t of i

ncom

plet

e bu

ildin

gs, n

o w

eigh

ted

aver

age

rent

al in

form

atio

n is

avai

labl

e.

7.

Exte

rnal

val

uers

val

ue p

rope

rtie

s und

er d

evel

opm

ent w

ith re

fere

nce t

o th

e fai

r val

ue at

dat

e of c

ompl

etio

n ad

just

ed fo

r the

act

ual c

osts

still

to b

e inc

urre

d. A

ttac

q ap

plie

s a m

ore c

onse

rvat

ive a

ppro

ach

whe

n re

cogn

ising

the

fair

valu

e of

pro

pert

ies u

nder

con

stru

ctio

n in

its f

inan

cial

stat

emen

ts in

that

the

tota

l fai

r val

ue g

ain/

(loss)

(bei

ng th

e di

ffere

nce

betw

een

the

actu

al c

osts

incu

rred

and

the

fair

valu

e of

the

prop

erty

on

date

of c

ompl

etio

n) is

reco

gnise

d ov

er th

e pe

riod

of c

onst

ruct

ion

taki

ng in

to a

ccou

nt th

e pe

rcen

tage

of c

ompl

etio

n; i.

e. th

e pe

rcen

tage

app

lied

in re

cogn

ising

the

fair

valu

e ga

in/(l

oss)

will

equ

al th

e pe

rcen

tage

of c

ompl

etio

n of

the

prop

erty

.

8.

The

leas

ehol

d rig

hts o

n al

l pro

pert

ies a

t the

Wat

erfa

ll Bu

sines

s Est

ate

auto

mat

ical

ly re

new

s for

99

year

s eve

ry si

x m

onth

s, ex

cept

if th

e le

ssee

giv

es n

otic

e no

t to

rene

w.

9.

Thi

s is c

alcu

late

d as

the

aver

age

occu

pied

gro

ss re

ntal

by

prim

ary

GLA

as a

t 30

June

201

3.

10. T

he lo

ss fo

r the

New

tow

n D

evel

opm

ent r

efle

cted

is n

ot a

true

loss

giv

en th

at th

e val

uatio

n by

the i

ndep

ende

nt p

rope

rty

valu

er w

as b

ased

on

a bu

lk ra

te p

er m

² rat

her t

han

a co

mpl

eted

bui

ldin

g. T

he

reas

on fo

r thi

s is t

hat t

he d

evel

opm

ent i

s stil

l in

the

early

stag

es a

nd le

asin

g w

as n

ot a

t a p

oint

that

man

agem

ent o

r the

inde

pend

ent p

rope

rty

valu

er w

ere

com

fort

able

with

det

erm

inin

g a

valu

e up

on

com

plet

ion.

The

cos

ts in

curr

ed to

dat

e on

the

build

ing

exce

ed th

e bu

lk v

alue

and

acc

ordi

ngly

the

build

ing

refle

cts a

loss

at a

val

uatio

n le

vel.

In th

e fin

anci

al st

atem

ents

the

build

ing

is ac

coun

ted

for

by ta

king

the

tota

l cos

ts in

curr

ed to

dat

e pl

us th

e pr

ofit

on th

e la

nd w

hich

is d

eter

min

ed a

s the

diff

eren

ce b

etw

een

the

bulk

rate

per

m² a

nd th

e ac

tual

cos

t per

m² f

or th

e la

nd a

cqui

red.

11.

On

com

plet

ion,

this

prop

erty

will

be

sold

to M

B Te

chno

logi

es. R

efer

to n

ote

12 o

f Ann

exur

e 17

.

85

Annexure 8a

INDEPENDENT PROPERTY VALUER’S SUMMARY VALUATION REPORT ON THE DIRECT PROPERTY PORTFOLIO – OMIGSA

“The DirectorsAttacq LimitedThe Parkdev Building2nd Floor Brooklyn Bridge570 Fehrsen StreetBrooklynPretoria0181

19 September 2013

Dear Sirs

PROPERTY VALUATION DIVISION: OLD MUTUAL INVESTMENT GROUP: SOUTH AFRICA PROPRIETARY LIMITED (OMIGSA) JSE LISTING EXERCISE 2013 – VALUATION OF PROPERTIES FOR ATTACQ LIMITED

1. INTRODUCTION

This summary valuation report has been prepared in accordance with Section 13.22 for inclusion in the prospectus of Attacq Limited (Attacq) as required in terms of the general provisions of Section 13: Property Companies of the Listings Requirements of the JSE Limited (“Section 13”).

Formal written Valuation Reports have been compiled for each of the properties and these reports have been issued to the nominated representatives of Attacq and are available for inspection at the registered office of Attacq.

In accordance with your instruction dated 15 March 2013, we confirm that we have visited and inspected the 23 (Twenty Three) properties listed in the attached schedule (“the properties”) during February to May 2013 (Section 13.23 (a) (iii)) and have received all necessary details required to perform an independent valuation in order to provide you with our opinion of the Market Values of each of the properties as at 30th June 2013 (Section 13.23 (c)).

The valuation of each of the properties has been carried out by the nominated property valuer, Property Valuation Division, Old Mutual Investment Group South Africa Proprietary Limited (OMIGSA), and the valuation process has been overseen by the OMIGSA Property Valuation Manager, Trevor King, Registered Professional Valuer (No 4718/6), and Chartered Valuation Surveyor (RICS 0097497).

Employees of the property valuer having relevant valuation qualifications have inspected each of the properties and careful consideration has been given to all matters pertaining to the requirements of Section 13 for the purposes of these valuations.

Each of the formal Valuation Reports submitted includes commentary on the nature of the properties, locality, tenancy, risk profile, forward rent projections, earning capability and exposure to future expenses and property risk.

The formal Reports have further addressed the estimated income capability and expenditure for each property taking into account contractual income at the date of valuation, annual escalations in contractual income and also expenditure estimates based on current recorded information and considered projections as to future increases in running and operating costs.

The values thus determined for each of the properties indicates our opinion of the Market Value thereof at the date of valuation.

2. BASIS OF VALUATION

The basis of valuation for the properties in the subject Attacq portfolio is Market Value.

Market value (Section 13.23 (d) is defined by the Royal Institution of Chartered Surveyors, The South African Institute of Valuers and the International Valuations Standards Committee as:

“TheestimatedamountforwhichapropertyshouldexchangeonthedateofValuationbetweenawillingbuyerandawillingsellerinanarm’slengthtransactionafterpropermarketing,whereinthepartieshadactedknowledgeably,prudentlyandwithoutcompulsion.”

3. VALUATION METHODOLOGY

We have utilised the traditional and internationally recognised Income Capitalisation method of valuation to reach our opinion of value as outlined in this report.

86

This approach is generally considered the most applicable valuation technique for income-producing properties, where sufficient market data exists to supply the necessary inputs and parameters for this approach.

In a commercial income-producing property this approach capitalizes a market related income stream into perpetuity. This is done using a capitalization rate applied to the first year’s Net Operating Income.

The Net Operating Income (NOI) is gross market potential income (GPI), less a vacancy allowance, less operating expenses (but excluding debt service, income taxes, and/or depreciation charges normally applied in preparing IFRS financial statements).

We have applied our opinion of market-related rentals to each unit of lettable area, as well as taking into account all applicable prevailing rentals and lease obligations. The income and expense detail of each building was loaded on to our property valuation system and an individual valuation for each individual building was generated.

The capitalisation rate is determined by reference to comparable sales, appropriate surveys prepared by IPD/SAPOA, benchmarking against other comparable valuations, and after consultation with experienced and informed people in the property industry including other valuers, brokers, managers and investors.

In preparing our income capitalisation valuations we have used the Australian developed Cougar System for the generation of cash flows and net present values. In our calculations we have adopted the information data contained in the projected income and expenditure which Attacq have provided to us.

4 VALUATION ASSUMPTIONS

Provisions have been made for the letting up of space presently vacant within a sensible and reasonable time frame at the then estimated market rental and for the adjustment of passing rentals, upwards or downwards, in cases where such rentals differ from our estimates of current market rentals for comparable space.

Our estimates of current market rentals are based on our research of the latest available Market letting transactions in the areas where the properties are situated.

Certain industry standard assumptions and vacancy allowances based on experience and market evidence have been made to create void periods for income lost due to the letting or re-letting of space.

Where such information is either unavailable or of limited application we have relied on our general knowledge of the market and have also, where appropriate, had regard to rental statistics published by recognised organisations.

5. INSPECTIONS, AREAS AND DIMENSIONS

All the properties were inspected during the months of February to May 2013. No measured surveys have been carried out by us and we have relied on the floor and/or lettable areas provided to us by the nominated representatives of Attacq. We have assumed that these areas are correct unless otherwise stated in the valuation report for a specific property.

6. SOURCES OF INFORMATION

a. Source of information and verification

Information on the properties regarding rental income, recoveries, turnovers and other income detail has been provided to us by the current owners and their managing agents. Each valuation is based on the information which has been supplied to us or which we have obtained in response to our enquiries. We have relied on this information provided as being correct and complete and there being no undisclosed matters which would affect each valuation.

We have further compared certain expenditures given to us to market norms of similar properties and the historic expenditure levels of the properties themselves. Historical contractual expenditures and municipal services are compared to the past performance of the properties in order to assess potential expenditure going forward.

b. Full disclosure

These valuations have been prepared on the basis that full disclosures of all information and factors that may affect the valuations have been made to us. Furthermore, we have to the best of our ability researched the market for comparable rental information.

c. Leases

Sub section 13.23(ix) provides that the summary of the valuation report to be included in the prospectus or circular must include a “high level summary of the actual tenant’s leases or sub leases”.

We have not had sight of lease documentation and are thus unable to provide the high level summary required but are able to state that in preparing our cash flows we have had regard to the tenancy schedules provided and also to our assessment of current market rentals and escalation rates for the various elements of accommodation.

d. Expenses

In estimating the applicable property expenses we have relied on the budgets which have been provided to us by Attacq for the forward 12 months commencing 1st July 2013. Thereafter we have assumed an expense growth rate of 7.5% per annum from 1 July 2014.

87

e. Lessee’s credibility

In arriving at our valuations, cognisance has been taken of the lessee’s security and rating. In some cases this has influenced the capitalisation rate by way of a risk consideration.

f. Mortgage bonds, loans, etc.

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 valuations for costs of acquisition. The properties have been valued 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.

g. Calculation of areas

All areas quoted within the detailed valuation reports are 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.

h. Title Deeds

Copies of the Title Deeds of the properties have been provided to us and we have taken account of the conditions contained therein in the preparation of our valuations. (Section 13.23 (a) (xiii)) 4

The valuation of the properties has further been based on information obtained from the local authorities, from a physical inspection as well as detailed research on property sales and lettings within the areas in which the properties are situated.

Where appropriate, we have satisfied ourselves that the information on which we have based our valuations is accurate.

7. MATERIAL CONTRAVENTION OF STATUTORY REQUIREMENTS

We are not aware of any material contravention of any statutory requirement relating to the properties.

8. PROPERTIES HELD FOR DEVELOPMENT

Certain properties valued by us for this Listing exercise are held specifically by Attacq for the purposes of future development. In these circumstances for properties under construction, these properties have been valued by us at the date of valuation on the basis of the estimated calculated value of the fully completed development less the remaining capital expenditure still to be incurred at the date of valuation.

The property known as the Waterfall Land Development is being held for future development. We have valued this property on the basis of an industry standard and typical phased township development which calculates the net present value of a series of expected sales income for serviced land and development costs to service the land over an estimated period of time.

9. BRIEF DESCRIPTION

The improvements are all well built from quality robust traditional construction materials and finishes and are more fully described in the written Valuation Reports referred to before.

10. UNLET SPACE

Assumptions have been made in our valuations as to the likely letting up tempo of vacant accommodation generally and the estimated loss of income during the letting up periods of the affected properties is reflected in the Capitalisation Valuation Methodology adopted for the Attacq Portfolio.

11. VALUATION QUALIFICATIONS

Qualifications to our reported values are usually detailed as a consequence of:

• leases under negotiation, but not formalized in writing;

• uncertainties as to the letting or re-letting of premises considered specialized by virtue of nature and extent;

• the specialized nature of a property where the income flow is dependent upon the ability of a single tenant to meet rental obligations;

• potential tenant failure where the rental passing is well in excess of market estimates;

• expenses required for major repairs are considered to be understated;

• inadequate allowance for maintenance and repair necessary to maintain future lettability of the building; and

• contingent expropriations or servitudes that may be enforced.

88

12. OPTIONS OR BENEFIT/DETRIMENT OF CONTRACTUAL ARRANGEMENTS

We are not aware of any such arrangements.

13. INTRA-GROUP LEASES

Having inspected all the tenant schedules we are of the opinion that there are no significant or material intra-group or related party leases contained in the subject Attacq Portfolio.

14. CURRENT STATE OF DEVELOPMENT

There are certain properties in the subject portfolio which are currently being developed. Refer to Clause 8.

The details of these properties in the course of development are outlined in a separate table attached as an annexure to this letter, so far as it is known and relevant at the valuation date.

None of the properties in the course of development are being developed in phases over a lengthy period of time.

With regard to the Waterfall Development, which is a property being held for development, we attach a separate note as an annexure to this letter which summarises the property and the expected phased development scenario, so far as it is known and relevant at the valuation date. The development costs still to be incurred to service the vacant land are also disclosed.

15. EXTERNAL PROPERTY

None of the subject properties are situated outside the Republic of South Africa.

16. ALTERNATIVE USE FOR A PROPERTY

We have valued the properties in accordance with their existing use which represents their market value. Thus alternative use values have not been reported for any of the properties.

17. FUTURE RENTALS

Save for considered assumptions being made with regard to vacant space and the renewal of leases, we confirm that the current rental income being achieved in the Attacq property portfolio does not materially differ from the estimated future rental income. Rentals used in our Discounted Cash Flow valuations are based on the terms and conditions contracted in the leases. On expiry of lease, we have assumed that they will revert to market related rentals. The market related rentals have been determined by comparing similar buildings in comparable areas to the properties valued. Due consideration was given to the extent of the lettable areas, their location within the buildings, and tenant profile has been in the determination of the reversionary market rentals. The market rentals have also been compared with rentals listed in various published benchmarking indices. Assumptions regarding the take up of vacant space at the assumed market rental follows a similar methodology as the assumptions made at lease renewal or expiry. These assumptions are detailed in our valuation reports and cash flows

18. OTHER COMMENTS

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

19. GENERAL PRINCIPLES OF VALUATIONS AND REPORTS

We list below the general Caveats and principles upon which valuations and reports undertaken by OMIGSA Valuation in South Africa are normally prepared and confirm that such principles shall apply in respect of the properties forming the subject of this Attacq listing exercise, unless specifically mentioned otherwise:

TheValuer

These Valuation Reports have been prepared by the Valuation Division of Old Mutual Investment Group South Africa (OMIGSA).

FullDisclosure

This valuation has been prepared on the basis that full disclosure of all information and factors which may affect the valuation have been made to ourselves and we cannot accept any liability or responsibility whatsoever for the valuation, unless such full disclosure has been made.

Standards

We confirm our Valuation Report has been completed in accordance with both international and local standards, namely:

The Royal Institution of Chartered Surveyors, RICS Valuation and Appraisal Standards (the Red Book as amended).

International Accounting Standards (IAS).

International Valuation Standards Committee (IVSC, White Book)

The rules and guidelines laid down by the South African Council for the Property Valuers Profession in accordance with the Valuers Act 2000.

89

Mortgage Bonds, Loans or Other Charges

MortgageBonds,LoansorOtherCharges

The property has been valued as if wholly owned with no account being taken of any outstanding monies due in respect of mortgage bonds, loans or other charges.

CalculationofAreas

Where areas quoted within the Valuation Report have been provided by yourselves, we have assumed that they have been arrived at using the S.A.P.O.A. standard method of measurement.

Plans

All plans included within the Valuation Report are supplied for the purpose of identification only and are not necessarily to scale.

MarriageValue

We have not reflected in our valuation any element of “marriage value” or “special purchaser value” which could possibly be realised by merger of the freehold and leasehold interests or by sale to an owner or occupier of an adjoining property.

IndividualProperties

The values reported are for the individual properties. No allowance is made for any premium which may be applicable for an assembled portfolio of properties, nor is a discount allowed for any flooding of the market which might exist if all or a majority of the properties were offered for sale simultaneously.

IndependentValuersClause

Neither the Valuer, nor Old Mutual Investment Group South Africa, has any present or contemplated interest in this or any other properties or any other interests, which would affect the statements or values contained in this valuation report. The valuation enclosed herewith was therefore undertaken on a completely independent basis.

Non-Publication

Neither the whole nor any part of this valuation, nor any reference thereto may be included in any published document, circular or statement, nor published in any way without our prior written approval as to the form or context in which it may appear.

ThirdParty

This Valuation Report is provided for the stated purpose and for the sole use of the Client. It is confidential to these parties and their professional advisors and consultants, and the Valuers accept no responsibility whatsoever to any other person or third party.

CertificateofCompliance

We have assumed that the seller will, at his own expense, provide an appropriate Certificate of Compliance issued by an accredited person certifying that the electrical installation of the premises is reasonably safe.

TitleDeed

In the case of freehold properties, we have inspected when available, the relevant Title Deed documents. Where as a result of our inspection some points have caused us concern, we have referred specifically to them in the Report. Where the Title Deed has not been made available or where we are not instructed to inspect the Deed, we have assumed that good title can be shown and that the property is not subject to any unusual or especially onerous restrictions, encumbrances or outgoings.

The property boundaries, as indicated to Old Mutual Investment Group South Africa by the instructing client or his appointed agent, or the boundaries as indicated by plans supplied by the client, are assumed to be the legal extent of the property. Any variation of these boundaries by extension or omission, and the resultant inclusion or omission of any improvements as a result of this or these variations, cannot therefore be regarded as the responsibility of Old Mutual Investment Group South Africa.

TownPlanning

Full town planning details and title deeds have been supplied in the detailed valuation reports including conditions and restrictions and the properties have 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 any of the property.

SourcesofInformation

Unless otherwise stated, we have relied on information provided to us by the Client and their consultants for all the information given concerning details of tenure, tenancies, planning consents, planning proposals, contravention of any statutory requirements, outstanding statutory notices and building and site areas etc.

Unless already available, the Client is recommended to seek confirmation in writing from the appropriate parties concerning information not supplied to us on the above matters.

Improvements

Unless advised to the contrary, we have assumed that all fixed and immovable improvements to the subject property will form part of the interest to be valued.

90

PlantandMachinery

Our valuation takes account of those items of plant and machinery normally associated with the valuation of land and buildings, such as standard air-conditioning plant, boilers, heating, sprinklers, ventilation systems and the like. Our valuation excludes information technology and process plant, machinery and fixtures and fittings that would normally be taken to be the property of the occupier.

Tax

No allowance is made in our valuation for liability to taxation, which may arise on acquisition or on disposal, whether actual or notional, e.g. VAT and Capital Gains Tax.

All rental and valuation calculations and figures reported are exclusive of VAT.

TransactionalCosts

Seller’s and Purchaser’s costs (such as agent’s commission, legal fees, transfer fees etc) will differ from party to party depending on the individual and specific circumstances of the seller or purchaser.

No allowance has therefore been made in our valuation to reflect any seller and purchaser’s costs of sale or realisation of the property asset.

StructuralCondition

The property has been valued in its existing state. In the event of its ownership or use changing in such a manner that the local authority will require the upgrading of the premises to comply with fire protection and other regulations, it may be necessary to reduce the valuation by the amount covering the cost of such compliance.

We have not been instructed to carry out a structural survey of the subject property.

For the purpose of this Valuation Report we have not inspected those parts of the property, which are covered, unexposed or inaccessible and such parts have been assumed to be in good repair and condition. We cannot express an opinion about or advise upon the condition of uninspected parts and this report should not be taken as making any implied representation or statement about such parts.

We have not arranged for any investigation to be carried out to determine whether or not any deleterious or hazardous material has been used in the construction of the property, or has since been incorporated, and we are therefore unable to report that the property is free from risk in this respect.

For the purpose of this valuation we have assumed that should such investigation disclose the presence of any such material to any significant extent then appropriate removal and remediation will be carried out by the client prior to disposal of the interest.

Contamination

In the absence of instructions to the contrary we have assumed that no contaminative or potentially contaminative uses have ever been carried out in or on the subject property.

We have not carried out any investigation into past or present uses, either on the property or any immediately neighbouring land, to establish whether there is any contamination or potential for contamination to the subject property from these uses or sites, and have therefore assumed that none exists.

However, should it be established subsequently that contamination exists on the subject property or on the immediately neighbouring land, or that the property has been or is being put to a contaminative use, this might reduce the value now reported.

SoilCondition

We have not carried out any soil or substratum tests on the property and we have assumed that the property is suitable for the purpose for which it would be put without having to provide excessive reinforcement to any structure built thereon.

Outgoings

It is assumed, except where otherwise stated, that the property is subject to the normal landlord’s outgoings and that there are no onerous restrictions or unusual covenants of which we have no knowledge. In preparing our valuation we have formed our opinion of outgoings.

StatutoryEnquiries

We have assumed for the purpose of this exercise and unless we are specifically advised to the contrary, that the subject property complies with all relevant, applicable and prevailing statute, laws, regulations and bylaws, and that its use is not unlawful.

20. VALUER’S FOR THIS JSE SECTION 13 LISTING PROJECT

The following OMIGSA Registered Professional and Associated Valuers have completed the property valuations contained in the subject Attacq Property Portfolio for the purpose of this listing exercise:

1. TREVOR KING (Valuation Manager): BSc DipSurv MRICS Valuer (SA), Registered Professional Valuer No. 4718/6, registration in terms of the Property Valuers Profession Act, No. 47 0f 2000 (South Africa), Member of the Royal Institution of Chartered Surveyors (UK) Chartered Valuation Surveyor, 1st Floor, Westend Retail Mall, Jan Smuts Avenue, Pinelands 7405

91

2. MAGDELENE SMIT (Senior Valuer): Nat Dip (Property Valuation) Registered Professional Associated Valuer No. 3420/9, registration in terms of the Property Valuers Profession Act, No. 47 0f 2000 (South Africa), Member of the South African Institute of Valuers, 1st Floor, Westend Retail Mall, Jan Smuts Avenue, Pinelands, Cape Town

3. BRUCE EASTMAN (Senior Valuer): Nat Dip (Property Valuation) Registered Professional Associated Valuer No. 4582/9, registration in terms of the Property Valuers Profession Act, No. 47 0f 2000 (South Africa, Member of the South African Institute of Valuers, 1st Floor, Westend Retail Mall, Jan Smuts Avenue, Pinelands, Cape Town

4. MARC PRINS (Valuer): BSc HONOURS (Property Studies) Registered Professional Associated Valuer No. 6382/7, registration in terms of the Property Valuers Profession Act, No. 47 0f 2000 (South Africa), Member of the South African Institute of Valuers, 1st Floor, Westend Retail Mall, Jan Smuts Avenue, Pinelands, Cape Town

5. KELLY HOOK (Valuer): BSc HONOURS (Property Studies) Registered Professional Associated Valuer No. 6976/6, registration in terms of the Property Valuers Profession Act, No. 47 0f 2000 (South Africa), Member of the South African Institute of Valuers, 1st Floor, Westend Retail Mall, Jan Smuts Avenue, Pinelands, Cape Town

6. SHAWN CROUS (Valuer): Nat Dip (Real Estate) Chartered Valuation Surveyor, Registered Professional Valuer No. 3718, registration in terms of the Property Valuers Profession Act, No. 47 0f 2000 (South Africa), Member of the Royal Institution of Chartered Surveyors and the South African Institute of Valuers, 19 Alberante, Regent Road, Parklands, 7441

7. AMANDA DE WET (Valuer): B.Proc. LLB (UP) Nat Dip in Real Estate (Unisa), Registered Professional Associated Valuer No. 5542, registration in terms of the Property Valuers Profession Act, No. 47 0f 2000 (South Africa), Member of the South African Institute of Valuers 16b Maroelana Street, Hazelwood, Pretoria

21. AGGREGATE MARKET VALUE OF THE SCHEDULED PROPERTIES

The estimated aggregate Market Value of the properties listed in the attached JSE Master Schedule and JSE Matrix forming part of the Attacq Portfolio for the purpose of this formal JSE Listing Exercise at:

30 June 2013

is an amount of

R9,997,000,000

(Nine Billion Nine Hundred and Ninety Seven Million Rand).

I confirm that to the best of my knowledge and belief there 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. (Section13.23 a (xii))

I confirm that I have no pecuniary or other related interest that would conflict with a proper valuation of the properties contained in the Attacq Property Fund, other than normal professional fees.

With 30 years experience in property valuation, the undersigned is qualified to express a professional and independent opinion on the value of the subject property fund.

Yours faithfully

For Old Mutual Investment Group: South Africa

TREVOR KING BSC DipSurv MRICS Valuer (SA)

Property Valuation Manager: OMIGSA

Registered Professional Valuer No 4718/6 (South Africa)

Associate of the Royal Institution of Chartered Surveyors (UK)

Chartered Valuation Surveyor (RICS 0097497)”

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99

Annexure 8b

INDEPENDENT PROPERTY VALUER’S SUMMARY VALUATION REPORT ON THE DIRECT PROPERTY PORTFOLIO – AMANDA DE WET CONSULTANTS

“19 September 2013

The DirectorsAttacq Limited2nd Floor, Parkdev BuildingBrooklyn Bridge570 Fehrsen StreetBrooklyn, Pretoria, 0181

Dear Sirs

INDEPENDENT PROPERTY VALUERS’ REPORT OF THE PROPERTY HELD BY ATTACQ LIMITED AND ITS SUBSIDIARIES

In accordance with your instruction of 7 April 2013, I confirm that we have visited and inspected the property listed in the attached schedule (“the property”) on 19 April 2013 (section 13.23(a)(iii)) and have received all necessary details required to perform a valuation in order to provide you with my opinion of the property’s market values as at 30 June 2013 (section 13.23(c)).

1. INTRODUCTION

The valuation of the property has been carried out by the valuer who has carefully considered all aspects of the property. This property has a detailed valuation report which has been given to the management of Attacq. The detailed reports include commentary on the current economy, nature of the property, locality, development plan, cost for infrastructure and bulk contributions, and exposure to future expenses and property risk. All these aspects have been considered in the individual valuation reports of the property. The detailed reports have further addressed the bulk rates, sales tempo, discount rates, infrastructure and bulk contributions, potential tenancy income capability and expenditure for each property and tenant. Historic expenditure profile as well as future expenditure increases have been considered. The value thus indicates the fair market value for the property which is detailed in the detailed report and which has been summarised on a summary schedule, attached hereto, for the property. There is one property and the important aspects of the detailed valuation report including the property market value for the property has been summarised in the attached schedule.


The valuation is based on market value.

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

awillingsellerandawillingbuyerinamarket;

that, prior to the date of valuation, there had been a reasonable period (having regard to the nature of the property and the state of the market) for the proper marketing of the property, 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.

3. VALUE CALCULATION

The calculation of the market value of this property has been based on Comparable Sales. This is the fundamental basis on which Development Land will be valued. (section 13.23 (d)).

The discounted cash flow value has, also been calculated for each property as a check to ensure that the value calculated is consistent with market norms and expectations.

4. SPARE LAND

The property has been valued on a comparative basis compared to similar property of a like nature in the area (when obtaining a value for bulk rates). Value has been attributed to this capability; however, some very minor adjustments have been made to the open market value to provide for this value (Section 13.26).

100

The valuer has taken cognisance of sections 13.26 (a) to (e) where

(a) whether or not planning permission has been applied for, whether such application has been granted or refused and the date of such grant or refusal;

(b) the nature, and a brief description, of the proposed development;

(c) an indication of when it is reasonable to expect development to commence;

(d) the expected development duration; and

(e) the estimated total costs of the development, including, without limitation, the cost of financial carrying charges, letting commissions and other ancillary costs.


The property is vacant land within a residential estate, situated in Hartbeestpoort area.

The Remaining Extent of Portion 85 of the Farm Welgegund No 491Registration Division: J.QProvince of North WestExtent: 5.8560 hectares (58.560 square meters)Held by Deed of Transfer T107378/2006

The property has an approved general plan and will be described as Ville d’ Afrique Ext 2.

• Erf 98 Ville d’ Afrique Ext 2 has an extent of 1.0123 hectares• Erf 99 Ville d’ Afrique Ext 2 has an extent of 0.5242 hectares• Erf 100 Ville d’ Afrique Ext 2 has an extent of 5.1172 hectares


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 property; 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 recordals 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 all the property. There are no property that are prejudiced in value by the influence of the above factors.

The valuer is however not responsible for the competent daily management of these property 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.


To my knowledge there are no contractual arrangements on the property 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 (section 13.23(g)).

To the best of my knowledge, there are no options in favour of any parties for any purchase of any of the property (section 13.23(h)).

8. INTRA-GROUP OR RELATED PARTY LEASES

To the best of my knowledge, I have no knowledge of intra-group or related party leases.


The property is serviced and zoned, but currently not being developed.


The property is not situated outside the Republic of South Africa.

11. OTHER GENERAL MATTERS AND VALUATION SUMMARY

A full valuation report is available on a property by property basis detailing development plan, tenancy, town planning, valuer’s commentary, expenditure and other details. This has been given to the directors of Attacq.

101


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

13. OTHER COMMENTS

Our valuation excludes any amounts of Value-added Tax, transfer duty, or securities transfer duty.

14. CAVEATS

Source of information and verification

Information on the property regarding development plan, ROD and zoning approvals, cost for infrastructure and bulk contributions, potential rental income, recoveries, turnovers and other income and expense detail has been provided to me by the current owners and their agents.

The cost for infrastructure and bulk contributions were provided by the project’s cost consultant.

Full disclosure

This valuation has been prepared on the basis that full disclosures of all information and factors that may affect the valuation have been made to myself.

I have to the best of my ability researched the market, as well as taken the steps detailed in paragraphs below.

Leases

Our valuation has not been based on the review of actual tenants’ leases due to the fact that the property is in the process of being developed and it is therefore not possible to provide a high level summary of actual tenant’s leases or subleases.

Lessee’s credibility

The lessees credibility were not taken into account for purposes of this valuation

Mortgage bonds, loans, etc.

The property 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 valuation is 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 property.

Calculation of areas

All areas quoted within the detailed valuation reports are 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 client.

Structural condition

The property have been valued in their existing state. 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.

Contamination

The valuation assumes that a formal environmental assessment is not required and further that none of the property are environmentally impaired or contaminated, unless otherwise stated in our report.

Town planning

Full town planning details and title deeds have been supplied in the detailed valuation reports including conditions and restrictions and the property have 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 any of the property.

The valuation has 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 for this property.

There is no contravention of any statutory regulations or town planning local authority regulation or contravention of title deed relating to any of the property which infringement could decrease the value of the property as stated.

15. MARKET VALUE

I am of the opinion that the aggregate market value of the property as at 30 June 2013 is R31 000 000 (thirty one million Rand)(excluding VAT). A summary of the individual valuations and details of the property is attached.

102

To the best of our knowledge and belief there have been no material changes in circumstances between the date of the valuation, being 30 June 2013, and the date of the summary valuation report which would affect the valuation.

I have more than 10 years’ experience in the valuation of all nature of property and I am qualified to express an opinion on the fair market value of the property.

I trust that I have carried out all instructions to your satisfaction and thank you for the opportunity of undertaking this valuation on your behalf.

Yours faithfully,for Amanda de Wet Consultant and Investors CC

16b Maroelana Street, Hazelwood, PretoriaPO Box 2895, Brooklyn Square, 0075Tel: (0027) 83 412 6208

Amanda de WetA DE WET

BProc LLB (UP) Nat Dip in Real Estate (Unisa)Registered as a Professional Associated Valuer (No. 5542) with the SA Council for the Property Valuers Profession in terms of section 19 of the Property Valuers Profession Act, No. 47 of 2000.Member of the South African Institute of Valuers.”

103

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104

Annexure 8c

INDEPENDENT PROPERTY VALUER’S SUMMARY VALUATION REPORT ON THE DIRECT PROPERTY PORTFOLIO – MILLS FITCHET

“19 September 2013

The DirectorsAttacq LimitedThe Parkdev Building2nd Floor Brooklyn Bridge570 Fehrsen StreetBrooklyn0181

Dear Sirs

INDEPENDENT PROPERTY VALUERS’ REPORT OF BROOKLYN MALL HELD BY ATTACQ LIMITED AND ITS SUBSIDIARIES

In accordance with your instruction of 15 March 2013, I confirm that we have visited and inspected the property listed in the attached schedule (“the property”) during April 2013 and have received all necessary details required to perform a valuation in order to provide you with my opinion of the property’s market value as at 30 June 2013.

1. INTRODUCTION

The valuation of the property has been carried out by the valuer who has carefully considered all aspects of the property. The property has a detailed valuation report which has been given to the management of Attacq. The detailed report includes commentary on the current economy, nature of the property, locality, tenancy, risk profile, forward rent and earning capability and exposure to future expenses and property risk. All these aspects have been considered in the individual valuation report of the property. The detailed report has further addressed the tenancy income capability and expenditure for the property and tenant. Historic expenditure profile as well as future expenditure increases have been considered. The value thus indicates the fair market value for the property which is detailed in the detailed report and which has been summarised on a summary schedule, attached hereto, for the property. There is one property and the important aspects of the detailed valuation report including the property market value for the property has been summarised in the attached schedule.


The valuation is based on market value.

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

2.1 a willing seller and a willing buyer in a market;

2.2 that, prior to the date of valuation, there had been a reasonable period (having regard to the nature of the property and the state of the market) for the proper marketing of the property, for the agreement of price and terms and for the completion of the sale; and

2.3 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.

3. VALUE CALCULATION

The calculation of the market value of the property has been valued using the Discounted Cash Flow (DCF) approach, which values the contracted income and then reverts to market related rentals. The reversion to market, in all cases has been the next day after the expiry of the last lease, all of which are discounted at the appropriate discount rate. Properties traded in the current market reflect similar yield rate relationship between revenue and capital value. This rate is an accurate determinant of the capitalisation rate.

The considerations for the DCF valuation are as follows:

3.1 calculating the forward cash flow of all contractual and other income from the property;

3.2 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 property may be exposed;

3.3 the current area vacancy as a percentage of the property is approximately 100% let. In order to apply a conservative approach, I have deducted approximately 0.5% of the net income as a provision for rental that may not be collected as a consequence of vacancy, tenant failure or tenant refitting during the course of the coming year. The current vacancy is market related. The void provision used in the valuation is therefore adequate;

3.4 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 and some tenant installation fitting that is currently in progress. There is no loss of rental as a result of these activities;

105

3.5 generally the rentals are market related. This has been determined by examining the contractual rentals against turnover and comparing the rentals against market related rentals in other shopping centres. The rentals are generally not over-rented, and can be re-rented at the same or higher rental rate should such property become vacant. There is therefore minimal potential for rental flow reversion. 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;

3.6 discounting the net contractual income derived from the property for a period of one year in advance at a market-related rate, calculated from 1 July 2013;

3.7 the valuation has considered published market statistics regarding rental rates and expenditure for similar types of property, to determine if the property is over rented or has excessive expenditure; and

3.8 various provisions for capital contingencies were deducted from the capitalised value.

4. SPARE LAND

The property has no spare land.


5.1 Total GLA: 80 115 sqm.

5.2 Location: The property essentially occupies an entire city block bounded by Middel, Fehrsen, Lange and Veale Streets in New Muckleneuk, Pretoria. The development is situated on a prominent corner with good access from both Middel Street and Fehrsen Street. Middel Street is a busy and well-known road in the area, which leads to the N4, N1, Hatfield and Brooklyn.

5.3 Suburb: It is an expensive well-established prime office node that attracts the financial sector including Investec, the Land Bank and SARS. It is constantly expanding and contains a number of well known and prime office developments. These include Brooklyn Bridge and The Point. In summary it is a quality growth location.

5.4 Grade: A+ grade

5.5 Exterior description: The improvements comprise the Design Centre, Brooklyn Mall and Brooklyn Office Tower, which are adjacent to each other. The shopping centres are both A+ grade and were integrated and connected in 2011 and managed as one. The Design Centre was constructed in two phases. The first phase is about 24 years old and the second around 15 years old. The centre has recently been extensively refurbished. Brooklyn Mall is about 24 years old and was refurbished in 2008. It has recently gone through a further refurbishment and extension process. Last year it was extended by approximately 7 000 square metres that has been let to high fashion retailers; a new slab was cast over the back of the mall providing 271 parking bays; the old management offices were converted into retail; and an extensive open area was created in the Design Centre to cater for The Food Lovers Market. Numerous other upgrades have also been carried out or are in the process of being carried out. They include an upgrade to the mall lighting and changing the letting configuration by enlarging certain stores. The overall affect has been significant with a growth in turnover above inflation. The Brooklyn Office Tower is a four storey B grade office building constructed with a reinforced concrete frame, with part plastered and painted and part faced brick infill panels beneath various types of roof.

5.6 Parkades: Brooklyn Mall has three separate three-storey parkades and the Design Centre has one four-storey parkade. The shopping mall operates on several levels with on grade parking. Brooklyn Office Tower also has basement parking for 51 cars. There are a total of 4 289 bays.

5.7 Interior description: The internal finishes have been completed to a high standard, with a general high quality feel largely created by extensive marble flooring. The Design Centre focus is high-end restaurants on the ground floor level and décor on the upper level. Brooklyn Mall on the other hand has the normal range found in any regional shopping centre. It has also been able to attract a number of tenants that are not found in other retail developments. The office tower is B grade.

5.8 Age of improvements: The Design Centre was constructed around 1989 and Brooklyn Mall constructed around 1988. There was a further major extension in 1998 and in 2012. The centres were integrated in 2011. The development has been well-maintained and extensively renovated over time. It currently has an A grade appearance.

5.9 Current and future rental: The contractual rentals are largely at market with no significant upward or downward adjustment having been made to the projected lease rentals.

5.10 High level lease summary: In excess of 75% of the leases comprise national tenants or national franchises. In summary the lease profile is blue chip with most of the key national retailers being present. There is a waiting list of tenants who would like to take space in the centre and a low historic turnover of tenants.

The key anchor tenants are set out in the table below:

Sqm

Checkers 2 995Dion/Game 4 048Woolworths Food 1 103Woolworths Textiles 3 489Edgars 4 512Ster Kinekor 3 950Truworths 2 263Dischem 1 865

106

The property appears to have been well-constructed, have good architectural merit, aesthetic appeal, sufficient parking facilities and is virtually fully tenanted. The leases tend to be of a general contractual rental nature with provision for the recovery of services consumed by the lessees and turnover rental from various retail outlets. Escalations are market-related.


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 recordals 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 property. It is not prejudiced in value by the influence of the above factors.

The valuer is however not responsible for the competent daily management of the property 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.


To my knowledge there are no contractual arrangements on the property 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.

To the best of my knowledge, there are no options in favour of any parties for any purchase of the property.

8. INTRA-GROUP OR RELATED PARTY LEASES

It is noted that there are no intra-group or related party leases.


The property is fully developed.


The property is situated inside the Republic of South Africa.

11. OTHER GENERAL MATTERS AND VALUATION SUMMARY

A full valuation report is available detailing tenancy, town planning, valuer’s commentary, expenditure and other details. This has been given to the directors of Attacq.


The property has been valued in accordance with its existing use which represents its market value. No alternative use has been considered in determining its value.

13. OTHER COMMENTS

Our valuation excludes any amounts of Value-added Tax, transfer duty, or securities transfer duty.

14. CAVEATS

14.1 Source of information and verification

Information on the property 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 major tenants with areas greater than 1 500 square metres. 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 expenditures given to me, to the market norms of similar properties. This has also been compared to historic expenditure levels of the subject property. Historical contractual expenditures and municipal utility services were compared to the past performance of the property in order to assess potential expenditure going forward. The municipal value on the property is below market. At the current transaction value there is potential for the municipal value to increase by a considerable amount, should the municipality revalue the property, in which event the rates could increase more than two times its current amount. We have been advised by Rates Watch that the valuation roll is unlikely to be reviewed within the current five-year life of the roll. Further, it is anticipated by the property management that any potential increase in rates will be absorbed by the tenants.

14.2 Full disclosure

This valuation has been prepared on the basis that full disclosures of all information and factors that may affect the valuation have been made to myself.

107

I have to the best of my ability researched the market as well as taken the steps detailed in paragraph 14.3 below.

14.3 Leases

Our valuation has been based on a review of the major tenants’ leases (which includes material terms such as repairing obligations, escalations, break options) and other pertinent details supplied to us by the managing agents and by Attacq.

All recovery details in respect of the existing leases e.g. utility cost and other recoveries as provided for in the leases have been disclosed by way of a summary schedule supplied to us. Option terms and other lease information have been supplied to us by the owners and managing agents and we are familiar with such documents.

14.4 Lessee’s credibility

In arriving at our valuation, cognisance has been taken of the lessees’ security and rating.

14.5 Mortgage bonds, loans, etc.

The property has 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 valuation is 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 property.

14.6 Calculation of areas

All areas quoted within the detailed valuation report are those stated in the information furnished by the managing agents.

We understand that the lettable areas are independently measured. The reported square meterage is therefore considered as correct as possible without a full re-measurement exercise being undertaken.

14.7 Structural condition

The property has been valued in its existing state. 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.

14.8 Contamination

The valuation assumes that a formal environmental assessment is not required and further that the property is not environmentally impaired or contaminated.

14.9 Town planning

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

The valuation has 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 for the property.

15. MARKET VALUE

I am of the opinion that the aggregate market value of the property as at 30 June 2013 is R2 395 863 000 less R60 000 000 capex, giving an adjusted value of R2 335 863 000 (two billion, three hundred and thirty-five million, eight hundred and sixty-three thousand Rand), (excluding VAT). A summary of the valuation and details of the property is attached.

To the best of our knowledge and belief there have been no material changes in circumstances between the date of the valuation (30 June 2013) and the date of the valuation report which would affect the valuation.

I have more than 30 years experience in the valuation of all nature of property and I am qualified to express an opinion on the fair market value of the property.

I trust that I have carried out all instructions to your satisfaction and thank you for the opportunity of undertaking this valuation on your behalf.

Yours faithfully,

for Mills Fitchet KZN

Tom Bate

MSc, BSc Land Econ (UK), MRICS, MIV (SA)

PROFESSIONAL VALUER Registered without restriction in terms of section 19 of the Property Valuers Profession

Act No. 47 of 2000.

Registered Professional Valuer (No. 2276/1)”

108

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109

Annexure 9

SHARE CAPITAL

1. AUTHORISATIONS

1.1 The special resolution required to change the name of the company from ‘Atterbury Investment Holdings Limited’ to ‘Attacq Limited’ has been duly passed by the requisite majority of shareholders.

1.2 The special resolution required for the adoption of a new memorandum of incorporation has been duly passed by the requisite majority of shareholders.

1.3 The special resolution required for the board of directors of the company to authorise the company to provide direct or indirect financial assistance to certain restricted categories of persons, on such terms as may be authorised by the board in accordance with section 45 of the Act and subject to the requirements of the Act and the MOI, has been duly passed by the requisite majority of shareholders.

1.4 The special resolution required for the board of directors of the company to authorise the company to provide financial assistance for the subscription of shares to certain restricted categories of persons, in terms of section 44 of the Act and subject to the requirements of the Act and the MOI, has been duly passed by the requisite majority of shareholders.

1.5 The special resolution required by section 41 and 42 of the Act, authorising the board of directors of the company to implement an employee incentive scheme, in order to incentivise executive directors and senior and executive employees, prescribed officers and other employees of the company, has been duly passed by the requisite majority of shareholders.

1.6 The special resolution authorising the board of directors of the company to issue 60 000 shares and grant 1 200 000 options to Melt Hamman has been duly passed by the requisite majority of shareholders.

1.7 The special resolution authorising the board of directors of the company to grant 1 000 000 options to Nicolle Weir has been duly passed by the requisite majority of shareholders.

1.8 The special resolution required for the board of directors of the company to repurchase the company’s shares in terms of a general authority limited to 15% of the shares in issue at the relevant time that such repurchase of the company’s shares is implemented, subject to the MOI, the Act and the Listings Requirements, has been duly passed by the requisite majority of shareholders. This authority remains in force until the next annual general meeting.

1.9 The special resolution required for the authorised but unissued shares limited to 20% of the issued share capital as at 27 August 2013, being the date of this resolution, to be under the control of the directors has been duly passed by the requisite majority of shareholders subject to the provisions of section 38 of the Act and the Listings Requirements.

1.10 The special resolution required for the fees to be payable by the company to the non-executive directors for their services as directors (in terms of section 66 of the Act) during the 2 year period ending 27 August 2015 has been duly passed by the requisite majority of shareholders.

1.11 The ordinary resolution required for the board of directors of the company to issue the company’s shares in terms of a general authority to issue shares limited to 15% of the issued share capital as at 27 August 2013, being the date of this resolution, subject to the MOI, the Act and the Listings Requirements, has been duly passed by the requisite majority of shareholders. This authority remains in force until the next annual general meeting.

1.12 The special resolution required for the proposed transaction to be concluded between Attacq, Attvest and Razorbill to re-implement the existing commercial agreement, further details of which are set out in note 5 “Legal and regulatory matters” in Annexure 20 under the heading “Attvest transaction”, has been duly passed by the requisite majority of shareholders.

2. RIGHTS ATTACHING TO SHARES

2.1 Extracts of the company’s MOI relating to rights attaching to shares are set out in Annexure 6.

2.2 At any shareholders’ meeting a resolution put to the vote shall be decided on a poll. On a poll every person entitled to vote who is present at the meeting shall have the number of votes determined in accordance with the voting rights associated with the securities in question.

2.3 The chairperson of the shareholders’ meeting may at any time during the shareholders’ meeting provide that any resolution, including, but not limited to, resolutions regarding administrative matters or the order of proceedings, may proceed to be decided by way of a show of hands. If voting is by a show of hands, any person who is present at the shareholders’ meeting (whether as a shareholder or as a proxy for a shareholder), and entitled to exercise voting rights, has one vote, irrespective of the number of voting rights that person would otherwise be entitled to exercise.

2.4 Notwithstanding the above provision, a resolution which the chairperson of the shareholders’ meeting has provided will proceed to be decided by way of a show of hands, shall nevertheless be decided on a poll if such poll is demanded by:

110

2.4.1 not less than 5 persons having the right to vote on that matter; or2.4.2 a person(s) entitled to exercise not less than 10% of the total voting rights entitled to vote on that matter.

2.5 Dividends must be paid to the shareholders according to their respective rights and interest in proportion to the number of shares held by them. If the company is wound-up the liquidator may distribute among the shareholders inspecie the whole or any part of the assets of the company. All the authorised and issued shares are of the same class and rank paripassu in every respect and accordingly, no shares have any special right to dividends, profits or capital or any other right, including redemption rights and rights on liquidation or distribution of capital assets.

2.6 Any variation in rights attaching to shares will require the consent of 75% of shareholders in a general meeting in accordance with the company’s MOI.

2.7 Only such members that are registered in the company’s register on the day when a distribution is declared or on such other day as may be determined by the board as the last date for registration for the distribution, will be entitled to receive the distribution so declared.

2.8 For so long as Lisinfo is a holder and holds at least 10% of the issued shares in the capital of the company, it shall be entitled, but not obliged, to nominate (in writing) for election to the board in accordance with the provisions of the MOI one director and one alternate director.

2.9 Any shareholder shall have the right to nominate a director(s) and/or alternate director(s) for election to the board.

3. OPTIONS AND PREFERENTIAL RIGHTS IN RESPECT OF SHARES

3.1 Save for the options granted to Morné Wilken, Melt Hamman, Nicolle Weir and Helena Austen disclosed in Annexure 3 and Annexure 5, there are no acquisition rights and/or obligations over authorised but unissued share capital or an undertaking to increase the capital nor are there any 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 any shares in the company.

3.2 There are no preferential conversion and/or exchange rights in respect of any of the shares.

4. ALTERATIONS TO AUTHORISED SHARE CAPITAL

4.1 The company was incorporated as a private company on 17 January 1997 with an authorised share capital of 1 000 ordinary shares of R1 each.

4.2 On 13 February 1997, the authorised share capital of 1 000 ordinary shares was converted into 500 A shares and 500 B shares.

4.3 On 1 March 2000, the A shares and B shares were converted into ordinary shares of R1 each and on the same date the authorised share capital of the company was increased to 10 000 ordinary shares of R1 each.

4.4 On 26 November 2002, a share split was undertaken and the authorised share capital of the company was converted from 10 000 ordinary shares of R1 each into 1 000 000 ordinary shares of R0.01 each.

4.5 On 30 June 2003, the authorised share capital of the company was increased from R10 000 consisting of 1 000 000 ordinary shares of R0.01 each to R50 000 consisting of 5 000 000 ordinary shares of R0.01 each. On the same date a 1 for 100 share split was implemented converting the authorised share capital from 5 000 000 ordinary shares of R0.01 each into 500 000 000 shares of R0.0001 each.

4.6 On 16 July 2008, the authorised share capital of the company was increased to R100 000 consisting of 1 000 000 000 ordinary shares of R0.0001 each.

4.7 On 27 August 2013, the authorised share capital of the company being 1 000 000 000 ordinary shares of R0.0001 each were converted into 1 000 000 000 ordinary shares of no par value.

4.8 On 27 August 2013, the authorised share capital of the company was increased to 2 000 000 000 ordinary shares of no par value.

4.9 There have been no sub-divisions or consolidations of shares during the preceding three years.

4.10 Other than as provided in this paragraph, there have been no other alterations to the authorised share capital of the company in the three years preceding the last practical date.

111

5. ISSUES AND REPURCHASES OF SHARES

5.1 Other than as set out in the table below there have been no other issues, repurchases or offers of securities of the company in the three years preceding the last practical date:

Date Nature CounterpartyNumber of shares

Price per share Reason

2010/07/31 Repurchase Mergon Foundation NPC 634 839 R7.43 Repurchase of shares in terms of a general authority approved by shareholders

2010/07/31 Repurchase BNF Investments Proprietary Limited

400 050 R7.43 Repurchase of shares in terms of a general authority approved by shareholders

2010/07/31 Repurchase Mertech Investments Proprietary Limited


2010/07/31 Repurchase Mertech Services Proprietary Limited


2010/07/31 Repurchase Elements Shareholder Trust


2010/07/31 Repurchase Investment Solutions Trustee Company Limited


2010/07/31 Repurchase Prosperito Management Trust


2010/07/31 Repurchase Elements Shareholder Trust

1 249 833 R7.37 Repurchase of shares in terms of a general authority approved by shareholders

2010/07/31 Repurchase BJM Private Client Services Proprietary Limited


2010/07/31 Repurchase PW Jordaan 181 159 R6.26 Repurchase of shares in terms of a general authority approved by shareholders

2010/10/19 Issue Lisinfo 222 Investments Proprietary Limited

67 708 955 R 7.37 Issue of shares for cash to introduce RBH as a shareholder

2011/12/08 Issue Johan en Edna Familie Trust

1 454 545 R5.50 Option given to director which was exercised

2012/06/30 Repurchase Waterval Development Company Proprietary Limited

121 580 547 R0.00 Repurchased from reserves and not share premium

2013/05/12 to2013/06/30

Issue Various investors including employees

1 938 407 R7.37 to R12.30

To encourage employee participation in Attacq

112

Date Nature CounterpartyNumber of shares

Price per share Reason

2013/07/26 Issue Existing shareholders 50 434 783 R11.50 Issue of shares in terms of a rights offer on the basis of 10.52501 rights offer shares per 100 shares then in issue

2013/08/22 Cancellation Atterbury Investment Managers Proprietary Limited

36 187 884 R3.76 Refer to paragraph 2.7 of Annexure 10

2013/08/28 Issue Trinsam Trust 800 000 R8.98 Option given to Morné Wilken which was exercised

2013/08/28 Issue Melt Hamman 60 000 R12.00 Issues of shares to Melt Hamman

2013/08/28 Repurchase Atterbury Trust 2 160 853 R10.32 As part payment for the acquisition of the Atterbury Theatre

2013/09/04 Issue Atterbury Investment Managers Proprietary Limited


2013/09/04 Repurchase Atterbury Investment Managers Proprietary Limited


5.2 Save as disclosed in Annexure 12, there were no assets acquired or to be acquired out of the proceeds of any issues. All shares which have been issued, were issued at a price equal to the company’s net asset value per share, which was considered to represent the fair value for the company’s shares and which was a premium to the company’s then par value of R0.0001 per share.

6. STATEMENT AS TO LISTING ON STOCK EXCHANGE

The shares of the company are not listed on any other stock exchange. However, the shares of the company are traded in the over-the-counter- market further details of which are set out in paragraph 27 of the prospectus.

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Annexure 10

CONTRACTS

1. MATERIAL CONTRACTS

In addition to the loan agreements described in Annexure 11, the following are details of material contracts, being: (i) contracts entered into otherwise than in the ordinary course of business, within the two years prior to the date of this prospectus or at any time containing an obligation or settlement that is or may be material to the company or its subsidiaries at the last practical date and (ii) contracts that are otherwise considered material by the company.

1.1 Atterbury House disposal

1.1.1 Attacq sold the property known as Atterbury House (comprising Section 1 on Sectional Plan SS747/2006 in the scheme known as Shell House and Ovenstone House and an undivided share in the common property in the scheme) situated at 9 Riebeeck street (Corner Riebeeck and Lower Burg Streets), Cape Town for a cash purchase price of R341 million, payable against transfer which took place on 6 September 2013 to Ascension Properties Limited.

1.1.2 Attacq provided Ascension Properties Limited with a rental guarantee for a period of up to 24 months from the date of transfer in an amount of up to R10 million.

1.2 Brooklyn Bridge acquisition

1.2.1 Dolsid Investments Proprietary Limited (Registration number 1980/003178/07) (“Dolsid”) is the holder of 750 ordinary par value shares in Brooklyn Bridge Office Park Proprietary Limited (“Brooklyn Bridge”) constituting 75% of the issued shares in Brooklyn Bridge (“the Dolsid equity”). Attacq is the holder of 250 ordinary par value shares in Brooklyn Bridge constituting 25% of the issued shares in Brooklyn Bridge.

1.2.2 In terms of binding heads of agreement dated 20 August 2013, it was agreed that Brooklyn Bridge will become a wholly-owned subsidiary of Attacq.

1.2.3 Brooklyn Bridge’s immoveable properties comprise:1.2.3.1 Remaining Extent of Erf 875, Brooklyn, held by Deed of Transfer T153182/2006;1.2.3.2 Portion 1 of Erf 875, Brooklyn, held by Deed of Transfer T66383/2009;1.2.3.3 Portion 2 of Erf 875, Brooklyn, held by Deed of Transfer T66384/2009;1.2.3.4 Portion 3 of Erf 875, Brooklyn, held by Deed of Transfer T66385/2009;1.2.3.5 Portion 4 of Erf 875, Brooklyn, held by Deed of Transfer T66386/2009;1.2.3.6 Portion 6 of Erf 875, Brooklyn, held by Deed of Transfer T66388/2009;1.2.3.7 Portion 7 of Erf 875, Brooklyn, held by Deed of Transfer T66389/2009;1.2.3.8 Portion 2 of Erf 179 Nieuw Muckleneuk, held by Deed of Transfer T1718/2011,(collectively, “the Properties”).

1.2.4 Dolsid was the co-developer of Brooklyn Bridge with Attacq, but is otherwise unrelated to the group.

1.2.5 The assets to be acquired in terms of the transaction contemplated in 1.2.2 (“the Dolsid assets”) comprise:1.2.5.1 the entire issued shares in Adamax Property Projects Brooklyn Proprietary Limited (“Adamax”) that

stands to be transferred to Brooklyn Bridge on implementation of the agreement referred to in 1.2.2;1.2.5.2 any shareholding that Dolsid might hold in a subsidiary company (other than Adamax); and1.2.5.3 Dolsid’s proportionate share of all operating assets, liabilities, warranties and guaranties related to the

conduct of Brooklyn Bridge excluding the 6 residential dwellings on Portions 1, 2, 3, 4, 6 and 7 of Erf 875 Brooklyn Township, Registration Division JR, Gauteng Province, together with the improvements thereon.

1.2.6 The effective date of the proposed transaction is 1 April 2013 (“the effective date”).

1.2.7 The parties will determine the acquisition price with reference to the net equity value of Brooklyn Bridge, with the provisional determination thereof, as on the effective date, being R544 609 084 for the Properties.

1.2.8 Once the acquisition price is determined, the parties have agreed that Dolsid will, on the closing date, be paid as follows:1.2.8.1 any claim by Dolsid on loan account against Brooklyn Bridge, in cash (“Dolsid claims”); 1.2.8.2 in respect of interest on the Dolsid claims in cash; and

1.2.8.3 in respect of the Dolsid equity in cash.

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1.2.9 Interest at the prime lending rate of Nedbank Limited minus 1% will be payable by Brooklyn Bridge to Dolsid on the first R17 900 000 of the Dolsid claims, calculated from 1 April 2013 to date of payment, both days inclusive.

1.2.10 Interest accrues on the cash amount payable to Dolsid from the effective date of 1 April 2013 until the payment date. The interest will be at the prime lending rate of Nedbank Limited minus 1%.

1.2.11 The transaction will be conditional upon the fulfilment or waiver of the following suspensive conditions:1.2.11.1 obtaining Competition Commission approval;

1.2.11.2 agreeing on the acquisition price of the Dolsid assets in accordance with the agreed parameters;

1.2.11.3 receiving the necessary board and shareholder approvals;

1.2.11.4 Adamax being transferred to Brooklyn Bridge;

1.2.11.5 receiving approvals from all applicable statutory and regulatory authorities in South Africa; and

1.2.11.6 comprehensive final agreements concluded between Attacq, Dolsid and Brooklyn Bridge.

1.3 AAM acquisition

The internalisation by the group of the asset management in respect of the direct property portfolio is being given effect to by way of the acquisition by Attacq of AAM. This will be implemented through the transactions recorded in the agreements summarised below and entered into on 4 September 2013. As at the last practical date implementation of the transactions remains subject to the fulfilment of various conditions, including receipt of an exemption from the Takeover Regulation Panel.

1.3.1 Subscription by Attacq for shares in AAM

1.3.1.1 In terms of the subscription agreement entered into between Attacq, Attventure, Atterbury Property and AAM (“the AAM subscription agreement”), Attacq agreed to subscribe for 9 028 ordinary shares in AAM, being all of the authorised but unissued ordinary shares of AAM (“AAM shares”) for an aggregate subscription price of R271 088 800 payable to AAM.

1.3.1.2 Each of the existing shareholders of AAM being, Attventure and Atterbury Property, irrevocably and unconditionally waived any pre-emptive rights, options or similar rights to subscribe for AAM shares which they may have had.

1.3.2 Share buy-back agreement between Attventure Proprietary Limited, Atterbury Property and AAM (“the AAM share buy-back agreement”)

1.3.2.1 Prior to entering into the AAM acquisition:1.3.2.1.1 Attventure held 486 ordinary shares in the issued share capital of AAM (“the Attventure

buy-back shares”);1.3.2.1.2 Atterbury Property held 486 ordinary shares in the issued share capital of AAM (“the

APH buy-back shares”);1.3.2.1.3 AAM was the beneficial owner of 500 ordinary shares of Wingspan Asset Management

Proprietary Limited (“WAM”), constituting 50% of the entire issued share capital of WAM (“WAM shares”) and was party to the WAM Asset Management Agreement which is an agreement entered into between AAM and WAM, in terms of which consideration is payable by WAM to AAM in respect of the asset management functions relating to the properties held by Wingspan; and

1.3.2.1.4 AAM and Atterbury Property were parties to the Atterbury Property Asset Management Agreement, in terms of which AAM attended to any asset management functions relating to the properties held by Atterbury Property in return for which consideration was payable by Atterbury Property to AAM.

1.3.2.2 In terms of the AAM share buy-back agreement AAM has agreed to repurchase from Attventure and Atterbury Property as a single, indivisible transaction, the Attventure buy-back shares and the APH buy-back shares (free from all encumbrances) respectively.

1.3.2.3 The repurchase price for each of the Attventure buy-back shares and the APH buy-back shares, respectively, will be calculated as 50%*(B*8.5%*C)/365 where B equals R135 544 400 and C is the number of days from 30 June 2013 to the day Attacq subscribes for the AAM shares in terms of the AAM subscription agreement.

1.3.2.4 Furthermore, AAM must pay to Atterbury Property a fee equivalent to the income AAM earns and which it not associated with the management of Attacq assets from 30 June 2013 to the day Attacq subscribes for the AAM shares in terms of the AAM subscription agreement.

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1.3.2.5 An outstanding distribution declared by AAM in an amount of R297 444 912 and owed to Atterbury Property and Attventure will be settled as follows:1.3.2.5.1 in respect of R52 000 000, AAM will cede to each of Atterbury Property and Attventure

50% of the loan account referred to in paragraph 1.3.3;1.3.2.5.2 in respect of R1 361 262, AAM will cede and transfer to each of Atterbury Property and

Attventure 50% of all of the Attacq shares held by AAM; and1.3.2.5.3 the balance of the outstanding distribution will be set off against all loans owing by

Atterbury Property and/or Attventure to AAM.

1.3.3 Sale by AAM of interest in WAM asset management agreement and Atterbury Property asset management agreement

Simultaneous with the above transactions AAM will dispose of the WAM asset management agreement and the Atterbury property asset management agreement to Atterbury Property in consideration for Atterbury Property assuming its obligations under those agreements and an amount of R52 million which will remain owing to it by Atterbury Property on interest free loan account.

1.3.4 Subscription agreement between Attacq, Attventure and Atterbury Property (“Attacq subscription agreement”)

Atterbury Property and Attvest have undertaken to each subscribe for such number of Attacq shares which equates to R67 772 200 at a subscription price equal to the net asset value per share as at 30 June 2013 per Attacq share. The aggregate subscription price in an amount of R135 544 400 will be paid in cash against the allotment and issue of Attacq shares to Atterbury Property and Attventure.

1.4 Arctospark restructure

1.4.1 Acquisition of a 50% interest in Karoo I, Karoo II and Stenham

1.4.1.1 Attacq entered into a sale and repurchase agreement with Arctospark on 28 August 2013 to acquire 37 194.542 shares in the issued share capital of Karoo I constituting 50% of all of the shares held by Arctospark in the share capital of Karoo I, 9 326.5 shares in the issued share capital of Karoo II constituting 50% of all of the shares held by Arctospark in the share capital of Karoo II and 90 175.805 shares in the issued share capital of Stenham (which owns Nova Eventis, see paragraph 3.7.7.6 of the prospectus), constituting 50% of all of the shares held by Arctospark in the share capital of Stenham for a total purchase consideration of R711 064 389 (“purchase price”) in the following proportions:1.4.1.1.1 an amount of R448 581 335 in respect of the Karoo I shares;1.4.1.1.2 an amount of R104 057 533 in respect of the Karoo II shares; and1.4.1.1.3 an amount of R158 425 250 in respect of the Stenham shares.

1.4.1.2 The purchase price will be settled on the second business day following the date of fulfilment of the last of the conditions precedent (“closing date”), as follows:1.4.1.2.1 a cash payment in an amount of R155 567 431; and1.4.1.2.2 the balance of R555 496 958 will be credited as a loan account in favour of Arctospark

against Attacq.

1.4.1.3 Furthermore, in terms of the sale and repurchase agreement and with effect from the closing date, Arctospark has agreed to repurchase from Attacq the 533 562 482 ordinary shares in the issued share capital of Arctospark held by Attacq, constituting 50% of the entire issued share capital of Arctospark for an aggregate purchase consideration of R84 434 476. The purchase consideration will be set-off against Attacq’s obligation to pay the balance of the loan account owed by Attacq to Arctospark in respect of the purchase consideration set out in paragraph 1.4.1.1 above. The balance, being a cash consideration of approximately R12 500 000, will be paid by Arctospark to Attacq.

1.4.2 Memorandum of understanding between Attacq and MAS Real Estate Inc.

1.4.2.1 Attacq and MAS has entered into a memorandum of understanding on 17 July 2013 in terms of which Attacq agreed to sell its interests in Karoo I and Karoo II referred to in paragraph 1.4.1 above to MAS in exchange for MAS shares.

1.4.2.2 The purchase price is determined formulaically and has been agreed as follows:1.4.2.2.1 the Karoo shares NAV (“Karoo NAV”) at the end of June 2013 (“June 13 NAV”) will

form the starting point of the pricing mechanism;1.4.2.2.2 a discount of 15.2% will be applied to the June 13 NAV to arrive at the Forecast Decline

Price. This reflects the agreed potential decline in the future NAV of the Karoo shares; and

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1.4.2.2.3 the Forecast Decline Price is then discounted at an IRR of 7% for 3 years in order to arrive at the “transaction price”.

1.4.2.3 MAS shares will be issued at a price of €1.07 in order to give Attacq such number of shares that equate in value to the value of the Karoo shares at the transaction price.

1.4.2.4 An adjustment mechanism will be implemented to make an adjustment to the number of MAS shares held by Attacq at the earlier of:1.4.2.4.1 full redemption and wind-up of Karoo I and Karoo II; and1.4.2.4.2 31 December 2016,

whereby a “Realised Price” shall be determined. The Realised Price will be the cash received by MAS from Karoo I and Karoo II on redemption of the Karoo shares, plus the NAV of the unredeemed Karoo shares at 31 December 2016. Where the Realised Price differs from the Transaction Price, an adjustment will be made to the number of MAS shares issued to Attacq. Such adjustment will occur, subject to all necessary regulatory approvals, in the 30 days following the earlier of full redemption, or 31 December 2016, as contemplated above. The pricing of MAS shares for such adjustment will be at the 30 day VWAP at the time of the adjustment.

1.4.2.5 This transaction is conditional on the following:1.4.2.5.1 Attacq and MAS board approvals;1.4.2.5.2 the implementation of the acquisition of a 50% interest in Karoo I and Karoo II and

Stenham set out in paragraph 1.4.1 above;1.4.2.5.3 respective South African Reserve Bank and stock exchange approvals; and1.4.2.5.4 satisfactory completion of KPMG due diligence procedures by KPMG.

1.5 Asset management agreement (“management agreement”)

1.5.1 Atterbury Property has, with effect from 1 July 2013 been appointed asset manager of Attacq Retail Fund in terms of the memorandum of agreement between Attacq Retail Fund and Attacq Retail Fund Asset and Property Management, Atterbury Property and Attacq dated 17 September 2013.

1.5.2 Atterbury Property’s appointment is for a period of 5 years terminating on 30 June 2018.

1.5.3 Atterbury Property’s obligations do not include property management but it will exclusively manage the appointed property manager.

1.5.4 Atterbury Property will receive an annual fee (paid monthly) of 0.199% of the gross asset value of Attacq Retail Fund’s portfolio of property companies, properties, shares in unlisted entities (excluding the Attacq shares held by Attacq Retail Fund), Garden Route Mall and all the assets in Attacq Retail Fund; and 49% of all the profits generated by Attacq Retail Fund Asset and Property Management.

1.5.5 Shareholders of Attacq at a general meeting may terminate the management agreement on a no fault basis in which event Attacq Retail Fund Asset and Property Management will be entitled to give Atterbury Property 3 month’s written notice of the termination of the management agreement (the “early termination notice”). The management agreement will terminate on the expiry of the 3-month notice period calculated from the date of receipt of the early termination notice (the “early termination date”).

1.5.6 In such event Attacq Retail Fund will pay Atterbury Property a cancellation fee equal to actual profit made by Atterbury Property (pre-tax) based on the fees payable in accordance with paragraph 1.5.4 above, (less direct overheads taken over by Attacq Retail Fund Asset and Property Management or Attacq Retail Fund or its designated internal asset management company), over the unexpired portion of the term of the management period present valued to the early termination date using the prime rate as the discount rate.

2. OTHER RELEVANT CONTRACTS AND TRANSACTIONS

2.1 Artisan disposal

2.1.1 Attacq entered into a share and loan note purchase agreement dated 19 August 2013 in terms of which Attacq disposed of its 26% holding of the issued shares and loan notes in Artisan Investment Projects 10 Limited, the entity which houses Caltongate, to MAS.

2.1.2 The consideration in an amount of £2 800 000 will be settled by the issue to Attacq of 3 042 817 shares in MAS at an issue price of €1.07 per MAS share.

2.1.3 The disposal is subject to South African Reserve Bank approval.

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2.2 Sanridge disposal

Attacq entered into a purchase and sale agreement on 11 December 2012 and amended on 31 July 2013 in terms of which Attacq sold its remaining 50% undivided share in Erf 57 Midridge Park Extension 14 Township registration division J.R province of Gauteng, known as Sanridge Square, to Rapfund Investments Proprietary Limited for a purchase consideration of R98 590 296. The purchase price, together with the interest thereon, was paid against transfer of ownership which took place on 20 August 2013.

2.3 APC disposal

2.3.1 Attacq entered into an agreement with Delta Property Fund Limited (“Delta”) on 20 August 2013 to dispose of 100 ordinary shares (“sold shares”) in the issued share capital of Atterbury Parkdev Consortium Proprietary Limited (“APC”) which owns the Harlequins Office Park (“Harlequins”), which shares constituted the entire ordinary share capital of the APC. The shares were disposed of cum any dividend distribution but free from encumbrances.

2.3.2 APC declared a dividend distribution in an amount of R29 764 183 to Attacq (“Attacq Dividend Amount”), which distribution was credited as a loan account in favour of Attacq against APC and was paid to Attacq on 23 August 2013.

2.3.3 The purchase price paid by Delta to Attacq for the APC shares held by Attacq was an amount of R40 800 000 (“Purchase Price”) plus an amount of R1 032 479 (“Escalation Amount”).

2.3.4 On 3 September 2013, Delta paid the Purchase Price and the Escalation Amount to Attacq as follows:2.3.4.1 by allotting and issuing 4 883 469 Delta linked units which equated to R40 800 000; and2.3.4.2 by paying the Escalation Amount to Attacq in cash.

2.4 Atterbury Theatre disposal

2.4.1 Atterbury Trust, masters reference number IT4555/1998, (“Atterbury Trust”) is a public benefit organisation having as its primary aim to engage in and promote educational and cultural initiatives and to utilise resources and income to benefit educational and cultural institutions and persons and in particular to promote Afrikaans Christian Education.

2.4.2 Attacq entered into an agreement dated 31 January 2013 to dispose of Atterbury Theatre, situated in the Lynnwood Bridge Development, (see paragraph 3.7.1.1 of the body of the prospectus) to Atterbury Trust for a purchase consideration of R42 300 000 payable in cash. The transfer of Atterbury Theatre to Atterbury Trust took place during July 2013.

2.5 Waterfall development rights and arrangements between Attacq and AWC as shareholders of AWIC

In terms of the agreements entered into in this regard, AWIC acquired the exclusive right to develop the Waterfall land parcels in August 2008 (further to which, see the next following paragraph). AWIC’s rights include the right to develop the necessary infrastructure and have townships proclaimed in respect of the land to be developed. On commencement of any development AWIC is entitled to call for the grant of leasehold title over the relevant parcel of land, which is given in the form of a 99-year lease granted over that land by the title-holder, registered against the relevant title deed. Each such lease includes or will include an obligation on AWIC (or its nominee) to pay monthly rental to the titleholder from the date on which it commences receiving rental in respect of that development. The rental to be paid is an amount equal to 6% of “net rental”, defined as “gross rental” after deduction of 25% in the case of shopping centres and 20% in any other case, where “gross rental” is all amounts received from tenants or third parties other than deposits, VAT, municipal charges and tenant installation reimbursements. In the event that any of the Waterfall land parcels are not proclaimed by 31 December 2023, or in the case of Waterfall land parcels 10, 10a and 10b, 31 December 2028 (or any extension of those periods that may be agreed to) its rights may be cancelled in respect of such unproclaimed land. WDC is obliged to extend those dates in the event that any competent authority imposes any restriction (which prevents or delays development) on a development or is unable to provide the required services, provided that any such extension will be limited to a period equal to the duration of the relevant restriction. AWIC bears the responsibility for payment of all rates, taxes and levies, municipal services, refuse removal and other relevant service contributions payable in respect of the Waterfall land parcels. The agreements contain typical commercial terms, including as to breach and dispute resolution.

Attacq first acquired the rights to develop the Waterfall land parcels and then sold those to AWIC for a purchase consideration of R804 624 816, which amount remains owing on loan account (the “purchase price claim”). Attacq holds all the ordinary A shares in AWIC (comprising 80% of the issued share capital) and AWC holds all the ordinary B shares in AWIC (comprising 20% of the issued share capital). The A shares carry the right to a preferential dividend calculated at a fluctuating dividend rate equal to the difference between the prime rate of Nedbank Limited from time to time and the corporate tax rate (for instance if the prime rate is 10.5% and the corporate tax rate 28%, the dividend rate will be 7.56%). A share dividends are deemed to accrue monthly and will be declared from time to time at the board’s discretion. The B shares have no right to dividends until the purchase price claim and accrued A share dividends are settled in full, whereafter A and B shares rank paripassu.

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2.6 Newtown and Majestic development

2.6.1 This development is being undertaken in terms of registered long term lease agreements entered into with the City of Johannesburg Metropolitan Municipality (the “City of Jo’burg”), the title holder of the relevant properties. The lease in respect of the Newtown development is for a period of 90 years from date of completion and the lease in respect of the Majestic development is for a period of 30 years from the date of completion, with the option to extend such lease for a further 19 years.

2.6.2 In respect of the Newtown development the agreement requires the group to expend an amount of approximately R800 million on the development. With effect from the date of completion (actual or deemed) rental becomes payable to the City of Jo’burg equal to the greater of R80 000 per month (escalating at 8% per annum) and an amount equal to 1.75% of net rental plus operating expenses recovered.

2.6.3 In respect of the Majestic development the agreement requires the group to expend an amount of approximately R57 million on the development. With effect from the date of completion (actual or deemed) rental becomes payable to the City of Jo’burg equal to the greater of R15 000 per month (escalating at 8% per annum) and an amount equal to 2.5% of net rental plus operating expenses recovered.

2.7 Attvest transaction

The salient details of the Attvest transaction are set out in note 5 “Legal and Regulatory Matters” in Annexure 20, under the heading “Attvest transaction”.

2.8 AWIC acquisition

The trustees of the Trinsam Trust (“the Trinsam Trust”) (which trust is related to Morne Wilken, the Chief Executive Officer of Attacq), Attacq and AWC concluded a written sale of shares agreement, in terms of which, inter alia, the Trinsam Trust sold 6 123 ordinary shares in the issued ordinary share capital of AWC (which shares comprised all the ordinary shares held by the Trust in the issued share capital of AWC) to Attacq, in consideration for which Attacq has agreed to allot and issue ordinary shares in its capital to the Trinsam Trust, which consideration shares shall be allotted and issued in two tranches, being a first tranche of R13 509 904.92 divided by the 30 June 2013 net asset value per share of Attacq and the balance being an amount of R11 586 136.00 escalating at the prime rate of interest from 1 July 2013 until the issue date of the second tranche of Attacq shares, in an amount calculated in accordance with a formula related to the happening of certain events related to a change in control occurring in Attacq or Morne Wilken ceasing to be a director of Attacq or part thereof. Such second tranche of Attacq shares will be issued at the 30 day volume weighted average price of such shares (“the 30 Day VWAP”) as traded on the JSE. The number of Attacq shares to be issued to the Trust will be the amount due to the Trinsam Trust divided by the 30 Day VWAP (rounded to the nearest whole number) or calculated based on the value of the secured and/or completed developments of AWIC and developments/properties disposed of by AWIC as at 30 June 2020 other than secured or completed developments as at 19 August 2013.

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fina

nce

loan

fa

cilit

y (F

acili

ty II

I, Tr

anch

e 1)

Port

folio

Loa

n –

finan

cing

of b

ulk

eart

hwor

ks fo

r the

Mal

l of A

fric

a de

velo

pmen

t (A

tter

bury

Wat

erfa

ll In

vest

men

t Com

pany

)

42 4

503

mon

th JI

BAR

plu

s 1.

65%

Mor

tgag

e bo

nd b

y A

ttac

q ov

er

Gle

nfai

r Bou

leva

rd fo

r an

amou

nt

of R

234,

4 m

illio

n.C

essio

n an

d pl

edge

of A

ttac

q’s

shar

ehol

ding

in R

EAC

H

Loan

exp

ires i

n 31

Oct

ober

201

332

000

To b

e fin

ance

d w

ith lo

ng

term

dev

elop

men

t loa

n (N

edba

nk L

imite

d)

The

Sta

ndar

d Ba

nk o

f So

uth

Afr

ica

Lim

ited

Att

acq

Prop

erty

fina

nce

loan

fa

cilit

y (F

acili

ty II

I, Tr

anch

e 2)

Port

folio

Loa

n –

finan

cing

of b

ulk

eart

hwor

ks fo

r the

Mal

l of A

fric

a de

velo

pmen

t (AW

IC)

44 5

24

(not

fully

dra

wn

as li

mit

is R

60 m

illio

n)

Prim

eM

ortg

age

bond

by

Att

acq

over

G

lenf

air B

oule

vard

for a

n am

ount

of

R23

4,4

mill

ion

Ces

sion

and

pled

ge o

f Att

acq’

s sh

areh

oldi

ng in

RE

ACH

Loan

exp

ites o

n 1

Dec

embe

r 201

344

524

To

be

finan

ced

with

lo

ng-t

erm

dev

elop

men

t lo

an (N

edba

nk L

imite

d)

120

Len

der

Bor

row

erD

escr

ipti

onO

rigi

nati

on

Cap

ital

am

ount

ou

tsta

ndin

g (R

’000

)In

tere

st r

ate

Secu

rity

Rep

aym

ent t

erm

s

Cap

ital

am

ount

pa

yabl

e in

the

ne

xt 1

2 m

onth

s an

d m

etho

d of

fin

ance

(R

’000

)

Inve

stec

Ban

kA

ttac

qFa

cilit

y w

ith In

vest

ec

Priv

ate

Bank

aga

inst

pl

edge

of s

hare

s

To fi

nanc

e eq

uity

con

trib

utio

n of

A

ttac

q an

d A

tter

bury

Pro

pert

y in

th

e M

all o

f Nam

ibia

122

193

Prim

e le

ss 0

.5%

Gua

rant

ee b

y A

tter

bury

Pro

pert

y of

the

loan

am

ount

up

to

R60

mill

ion

Ces

sion

of 2

5% A

ttac

q sh

areh

oldi

ng in

Sin

co In

vest

men

ts

Six

Prop

rieta

ry L

imite

dC

essio

n of

25%

of A

tter

bury

Pr

oper

ty sh

areh

oldi

ng in

Sin

co

Inve

stm

ents

Six

Pro

prie

tary

Li

mite

d

The

loan

nee

ds to

be

sett

led

over

84

mon

ths

with

a re

sidua

l am

ount

of

R80

mill

ion.

Bul

let

paym

ents

of R

10 m

illio

n ne

eds t

o be

mad

e in

m

onth

s 36,

48,

60

an

d 72

.

N/A

Sanl

am L

ife In

sura

nce

Lim

ited

Att

acq

Brid

ging

loan

To fi

nanc

e th

e ac

quisi

tion

of

ordi

nary

shar

es in

the

capi

tal o

f W

ings

pan

85 1

65Pr

ime

Ces

sion

and

pled

ge o

f 10

000

000

shar

es h

eld

by R

azor

bill

Prop

ertie

s 91

Pro

prie

tary

Lim

ited

in A

ttac

q

Rep

ayab

le 2

9 Ju

ne 2

014

85 1

65Pr

ocee

ds fr

om ri

ghts

iss

ue

The

Sta

ndar

d Ba

nk o

f So

uth

Afr

ica

Lim

ited

Att

acq

Prop

erty

fina

nce

loan

fa

cilit

y (F

acili

ty I)

Port

folio

loan

– a

cqui

sitio

n of

G

lenf

air B

oule

vard

96 4

701-

mon

th JI

BAR

plu

s 1.

22%

Mor

tgag

e bo

nd b

y A

ttac

q ov

er

Gle

nfai

r Bou

leva

rd fo

r an

amou

nt

of R

234,

4 m

illio

nC

essio

n an

d pl

edge

of A

ttac

q’s

shar

ehol

ding

in R

each

Mat

urity

dat

e is

29 F

ebru

ary

2016

4 45

1C

ash

gene

rate

d fr

om

rent

al in

com

e

The

Sta

ndar

d Ba

nk o

f So

uth

Afr

ica

Lim

ited

Att

acq

Prop

erty

fina

nce

loan

fa

cilit

y (F

acili

ty II

)Po

rtfo

lio lo

an –

rede

velo

pmen

t and

ex

tens

ion

of G

lenf

air B

oule

vard

(D

isChe

m a

nd In

terc

are)

6 55

63-

mon

th JI

BAR

plu

s 1.

40%

Mor

tgag

e bo

nd b

y A

ttac

q ov

er

Gle

nfai

r Bou

leva

rd fo

r an

amou

nt

of R

234,

4 m

illio

nC

essio

n an

d pl

edge

of A

ttac

q’s

shar

ehol

ding

inR

each

Mat

urity

dat

e is

29 F

ebru

ary

2016

N/A

Ned

bank

Lim

ited

Lynn

woo

d Br

idge

O

ffic

e Pa

rk P

ropr

ieta

ry

Lim

ited

Prop

erty

Loa

n Fa

cilit

y 1

Con

solid

atio

n of

exi

stin

g de

bt

agai

nst t

he p

rope

rty

(exc

ludi

ng

Aur

econ

bui

ldin

g an

d A

tter

bury

T

heat

re)

537

757

Prim

e ra

te m

inus

1%

M

ortg

age

bond

by

Lynn

woo

d Br

idge

Off

ice

Park

Pro

prie

tary

Li

mite

d ov

er P

ortio

n 3

of E

rf 5

82

Lynn

woo

d M

anor

(Pha

se 3

), Se

ctio

ns 1

and

2 in

Sec

tiona

l Titl

e Sc

hem

e kn

own

as S

S Ly

nnw

ood

Brid

ge R

etai

l 1 (o

n Po

rtio

n 1

of

Erf 5

82) (

Ret

ail &

City

Lod

ge) a

nd

Sect

ions

1 a

nd 2

in S

ectio

nal T

itle

Sche

me

know

n as

SS

Lynn

woo

d Br

idge

Off

ices

2 (o

n Po

rtio

n 2

of

Erf 5

82) (

Ada

ms a

nd A

tter

bury

) fo

r an

amou

nt o

f R1

450

billi

on.

Sure

tysh

ip b

y A

ttac

q lim

ited

to

R40

0 m

illio

n

120

mon

th te

rm.

Rem

aini

ng te

rm o

f 99

mon

ths.

Cap

ital p

lus i

nter

est

repa

yabl

e ov

er te

rm o

f lo

an w

ith a

resid

ual v

alue

of

R20

0 m

illio

n (lo

an

expi

res 1

July

202

1)

14 2

47C

ash

gene

rate

d fr

om

rent

al in

com

e

121

Len

der

Bor

row

erD

escr

ipti

onO

rigi

nati

on

Cap

ital

am

ount

ou

tsta

ndin

g (R

’000

)In

tere

st r

ate

Secu

rity

Rep

aym

ent t

erm

s

Cap

ital

am

ount

pa

yabl

e in

the

ne

xt 1

2 m

onth

s an

d m

etho

d of

fin

ance

(R

’000

)

Ned

bank

Lim

ited

Lynn

woo

d Br

idge

O

ffic

e Pa

rk P

ropr

ieta

ry

Lim

ited

Prop

erty

Loa

n Fa

cilit

y 2

New

dev

elop

men

t – L

ynnw

ood

Brid

g Ph

ase

III

75 0

29Pr

ime

rate

min

us 0

.5%

Mor

tgag

e bo

nd b

y Ly

nnw

ood

Brid

ge O

ffic

e Pa

rk P

ropr

ieta

ry

Lim

ited

over

Por

tion

3 of

Erf

582

Ly

nnw

ood

Man

or (P

hase

3),

Sect

ions

1 &

2 in

Sec

tiona

l Titl

e Sc

hem

e kn

own

as S

S Ly

nnw

ood

Brid

ge R

etai

l 1 (o

n Po

rtio

n 1

of E

rf

582)

(Ret

ail &

City

Lod

ge) a

nd

Sect

ions

1 a

nd 2

in S

ectio

nal T

itle

Sche

mes

kno

wn

as S

S Ly

nnw

ood

Brid

ge O

ffic

es 2

(on

Port

ion

2 of

Er

f 582

) (A

dam

s and

Att

erbu

ry)

for a

n am

ount

of R

1 45

0 bi

llion

. Su

rety

ship

by

Att

acq

limite

d to

R

400

mill

ion

24-m

onth

term

for

deve

lopm

ent.

Rem

aini

ng

term

of 1

8 m

onth

s. 12

0-m

onth

-ter

m a

fter

de

velo

pmen

t is d

one.

Onl

y in

tere

st re

paya

ble

over

the

deve

lopm

ent

term

.C

apita

l plu

s int

eres

t re

paya

ble

afte

r de

velo

pmen

t is d

one

over

th

e te

rm o

f loa

n w

ith a

re

sidua

l val

ue o

f R

98.7

mill

ion

N/A

Ran

d M

erch

ant B

ank

Lynn

aur I

nves

tmen

ts

Prop

rieta

ry L

imite

dPr

oper

ty L

oan

Faci

lity

1A

cqui

sitio

n of

Aur

econ

bui

ldin

g by

Ly

nnau

r Inv

estm

ents

Pro

prie

tary

Li

mite

d

446

245

10.4

8%

Mor

tgag

e bo

nd b

y Ly

nnau

r In

vest

men

ts P

ropr

ieta

ry L

imite

d ov

er th

e pr

oper

ty k

now

n as

Sec

tion

No.

3 in

the

Sect

iona

l Titl

e Sc

hem

e kn

own

as S

S Ly

nnw

ood

Brid

ge O

ffic

es 2

(Por

tion

2 of

Er

f 582

Lyn

nwoo

d M

anor

) for

an

amou

nt o

f R57

5 m

illio

n.C

ross

-col

lare

tal s

ecur

ity in

the

form

of t

he m

ortg

age

bond

s re

gist

ered

by

Att

acq

over

the

Gre

at

Wes

terf

ord

prop

erty

(for

R

550

mill

ion)

.Su

rety

ship

by

Att

acq

limite

d to

R

155

mill

ion

132

Mon

th te

rm.

Rem

aini

ng te

rm o

f 121

m

onth

s.C

apita

l plu

s int

eres

t re

paya

ble

over

term

of

loan

with

a re

sidua

l val

ue

of R

50 m

illio

n

1 80

4C

ash

gene

rate

d fr

om

rent

al in

com

e

Ran

d M

erch

ant B

ank

Lynn

aur I

nves

tmen

ts

Prop

rieta

ry L

imite

dPr

oper

ty L

oan

Faci

lity

2Fu

ndin

g ag

ains

t Aur

econ

bui

ldin

g50

000

3 m

onth

Jiba

r + 2

.95%

Mor

tgag

e bo

nd b

y Ly

nnau

r In

vest

men

ts P

ropr

ieta

ry L

imite

d ov

er th

e pr

oper

ty k

now

n as

Sec

tion

No.

3 in

the

Sect

iona

l Titl

e Sc

hem

e kn

own

as S

S Ly

nnw

ood

Brid

ge O

ffic

es 2

(Por

tion

2 of

Er

f 582

Lyn

nwoo

d M

anor

) for

an

amou

nt o

f R57

5 m

illio

n.C

ross

-col

lare

tal s

ecur

ity in

the

form

of t

he m

ortg

age

bond

s re

gist

ered

by

Att

acq

over

the

Gre

at

Wes

terf

ord

prop

erty

(for

R

550

mill

ion)

.Su

rety

ship

by

Att

acq

limite

d to

R

155

mill

ion

48-m

onth

term

.R

emai

ning

term

of

36 m

onth

s.In

tere

st re

paya

ble

over

te

rm o

f loa

n w

ith a

re

sidua

l val

ue o

f 100

%

N/A

122

Len

der

Bor

row

erD

escr

ipti

onO

rigi

nati

on

Cap

ital

am

ount

ou

tsta

ndin

g (R

’000

)In

tere

st r

ate

Secu

rity

Rep

aym

ent t

erm

s

Cap

ital

am

ount

pa

yabl

e in

the

ne

xt 1

2 m

onth

s an

d m

etho

d of

fin

ance

(R

’000

)

Ned

bank

Lim

ited

De

Vill

e Sh

oppi

ng

Cen

tre

Pr

oprie

tary

Lim

ited

Loan

Fac

ility

1 (f

ixed

po

rtio

n)A

cqui

sitio

n of

De

Vill

e an

d re

vam

p18

759

10.5

0%

Mor

tgag

e bo

nd b

y D

e V

ille

Shop

ping

Cen

tre

Prop

rieta

ry

Lim

ited

over

Erf

201

1 D

urba

nvill

e fo

r an

amou

nt o

f R15

7,5

mill

ion.

Sure

tysh

ip b

y A

ttac

q lim

ited

to a

n am

ount

of R

146

mill

ion.

Rem

aini

ng te

rm o

f 21

mon

ths.

Cap

ital p

lus i

nter

est

repa

yabl

e ov

er te

rm o

f lo

an w

ith a

bul

let

paym

ent o

f R

18.6

mill

ion.

N/A

Ned

bank

Lim

ited

De

Vill

e Sh

oppi

ng

Cen

tre

Pr

oprie

tary

Lim

ited

Loan

Fac

ility

2 (f

ixed

po

rtio

n)A

cqui

sitio

n of

De

Vill

e an

d re

vam

p18

745

10.4

5%M

ortg

age

bond

by

De

Vill

e Sh

oppi

ng C

entr

e Pr

oprie

tary

Li

mite

d ov

er E

rf 2

011

Dur

banv

ille

for a

n am

ount

of R

157,

5 m

illio

n.Su

rety

ship

by

Att

acq

limite

d to

an

amou

nt o

f R14

6 m

illio

n.

Rem

aini

ng te

rm o

f 45

mon

ths.

Cap

ital p

lus i

nter

est

repa

yabl

e ov

er te

rm o

f lo

an w

ith a

bul

let

paym

ent o

f R15

.9

mill

ion

N/A

Ned

bank

Lim

ited

De

Vill

e Sh

oppi

ng

Cen

tre

Pr

oprie

tary

Lim

ited

Loan

Fac

ility

3

(flo

atin

g po

rtio

n)A

cqui

sitio

n of

De

Vill

e an

d re

vam

p70

167

Prim

eM

ortg

age

bond

by

De

Vill

e Sh

oppi

ng C

entr

e Pr

oprie

tary

Li

mite

d ov

er E

rf 2

011

Dur

banv

ille

for a

n am

ount

of R

157,

5 m

illio

n.Su

rety

ship

by

Att

acq

limite

d to

an

amou

nt o

f R14

6 m

illio

n.

72-M

onth

term

.R

emai

ning

term

of

63 m

onth

s. C

apita

l plu

s in

tere

st re

paya

ble

over

te

rm o

f loa

n w

ith a

bul

let

paym

ent o

f R

14.6

mill

ion.

70 1

67A

sset

is c

lass

ified

as h

eld

for s

ale

Ran

d M

erch

ant B

ank

Att

erbu

ry P

arkd

ev

Con

sort

ium

Pr

oprie

tary

Lim

ited

Prop

erty

loan

faci

lity

Acq

uisit

ion

and

deve

lopm

ent o

f pr

oper

ty k

now

n as

Har

lequ

ins

Off

ice

Park

54 5

3010

.85%

fixe

d fo

r du

ratio

n of

loan

Mor

tgag

e bo

nd b

y A

PC o

ver E

rf

606

Gro

enkl

oof E

xten

sion

9 fo

r an

amou

nt o

f R55

mill

ion.

Sure

ty is

giv

en b

y A

ttac

q to

the

valu

e of

R45

mill

ion.

60-m

onth

term

. R

emai

ning

term

32

mon

ths.

Cap

ital a

nd

inte

rest

repa

yabl

e ov

er

the

term

of t

he lo

an,

with

a re

sidua

l val

ue o

f R

45 6

27 5

97.9

2 to

be

sett

led

Febr

uary

201

6.

55 9

60A

sset

is c

lass

ified

as h

eld

for s

ale

Ned

bank

Lim

ited

Att

erbu

ry W

ater

vall

Inve

stm

ent C

ompa

ny

Prop

rieta

ry L

imite

d

Prop

erty

dev

elop

men

t fa

cilit

yD

evel

opm

ent o

f Pha

se 1

of

Wat

erfa

ll C

orne

r Ret

ail C

entr

e on

a

leas

e ar

ea in

resp

ect o

f Wat

erfa

ll LP

15

34 9

24Pr

ime

Mor

tgag

e Bo

nd b

y AW

IC o

ver t

he

Leas

e in

resp

ect o

f Por

tion

736

(a

port

ion

of p

ortio

n 1)

of t

he F

arm

W

ater

val 5

(pro

pose

d Er

f 179

4 Ju

kske

i Vie

w E

xt 5

1) fo

r the

am

ount

of R

145

mill

ion.

Sure

tysh

ip b

y A

ttac

q lim

ited

to

R54

mill

ion

and

by A

tter

bury

Pr

oper

ty to

R6

mill

ion

Build

ing

Term

Per

iod

endi

ng 3

1 M

arch

201

4.

Inte

rest

is to

be

capi

talis

ed to

a m

ax o

f R

6.35

mill

ion.

Onc

e re

ache

d in

tere

st w

ill b

e se

rvic

ed m

onth

ly in

ar

rear

s. C

apita

l and

in

tere

st w

ill b

e pa

yabl

e,

with

a 4

6% re

sidua

l va

lue

on m

atur

ity o

f the

te

rm

Onc

e de

velo

pmen

t is

com

plet

ed, t

he lo

an w

ill

be ro

lled

into

a

long

-ter

m fa

cilit

y

123

Len

der

Bor

row

erD

escr

ipti

onO

rigi

nati

on

Cap

ital

am

ount

ou

tsta

ndin

g (R

’000

)In

tere

st r

ate

Secu

rity

Rep

aym

ent t

erm

s

Cap

ital

am

ount

pa

yabl

e in

the

ne

xt 1

2 m

onth

s an

d m

etho

d of

fin

ance

(R

’000

)

Ned

bank

Lim

ited

Att

erbu

ry W

ater

fall

Inve

stm

ent C

ompa

ny

Prop

rieta

ry L

imite

d

Prop

erty

dev

elop

men

t fa

cilit

yD

evel

opm

ent o

f MB

Tech

nolo

gies

Ta

sus b

uild

ing

on a

leas

e ar

ea in

re

spec

t of W

ater

fall

LP22

57 4

83Pr

ime

Mor

tgag

e Bo

nd b

y AW

IC o

ver t

he

Leas

e in

resp

ect o

f Por

tion

759

(a

port

ion

of p

ortio

n 78

) of t

he F

arm

W

ater

val 5

(pro

pose

d to

wns

hip

Bucc

leuc

h Ex

tens

ion

9) fo

r the

am

ount

of R

300

mill

ion.

Build

ing

Term

Per

iod

endi

ng 0

1 M

arch

201

4.

Loan

bec

omes

pay

able

at

end

of th

e lo

an te

rm.

11 0

97O

nce

deve

lopm

ent i

s co

mpl

eted

, the

loan

will

be

sett

led

by th

e sa

le

proc

eeds

in te

rms o

f an

issue

d gu

aran

tee

in

favo

ur o

f AW

IC.

Ned

bank

Lim

ited

Att

erbu

ry W

ater

fall

Inve

stm

ent C

ompa

ny

Prop

rieta

ry L

imite

d

Prop

erty

dev

elop

men

t fa

cilit

yN

ew d

evel

opm

ent –

LP2

2 Se

rvic

es

and

Infr

astr

uctu

re in

stal

latio

n54

563

Prim

e le

ss 1

%M

ortg

age

Bond

by

AWIC

ove

r the

Le

ase

in re

spec

t of P

ortio

n 75

9 (a

po

rtio

n of

por

tion

78) o

f the

Far

m

Wat

erva

l 5 (p

ropo

sed

tow

nshi

p Bu

ccle

uch

Exte

nsio

n 9)

for t

he

amou

nt o

f R30

0 m

illio

n.Su

rety

ship

by

Att

acq

limite

d to

R

80 m

illio

n.

12 m

onth

term

for

deve

lopm

ent.

Inte

rest

is

to b

e ca

pita

lised

to a

max

of

R2

050

000.

Onc

e re

ache

d in

tere

st w

ill b

e se

rvic

ed m

onth

ly in

ar

rear

s. C

apita

l and

in

tere

st w

ill b

e pa

yabl

e on

com

plet

ion

of th

e te

rm.

45 8

81O

nce

deve

lopm

ent i

s co

mpl

eted

, the

loan

will

be

rolle

d in

to a

long

term

fa

cilit

y or

the

prop

erty

w

ill b

e so

ld to

sett

le th

e de

bt

Ned

bank

Lim

ited

Att

erbu

ry W

ater

fall

Inve

stm

ent C

ompa

ny

Prop

rieta

ry L

imite

d

Prop

erty

dev

elop

men

t fa

cilit

yN

ew d

evel

opm

ent –

LP2

1 C

ell C

de

velo

pmen

t34

0 87

5Pr

ime

(dur

ing

cons

truc

tion)

Mor

tgag

e Bo

nd b

y AW

IC o

ver t

he

Leas

e in

resp

ect o

f Por

tion

761

of

the

Farm

Wat

erva

l No

5 IR

(p

ropo

sed

tow

nshi

p Bu

ccle

uch

Exte

nsio

n 10

) for

an

amou

nt o

f R

600

mill

ion

Sure

tysh

ip b

y A

ttac

q lim

ited

to

R16

0 m

illio

nSu

rety

ship

by

Att

erbu

ry P

rope

rty

limite

d to

R40

mill

ion

12 m

onth

s fro

m fi

rst

disb

urse

men

ts fo

r de

velo

pmen

t pha

se

(exp

irin

g 31

Dec

201

3)T

he d

evel

opm

ent l

oan

conv

erts

to v

ario

us te

rm

loan

s on

com

plet

ion

N/A

The

Sta

ndar

d Ba

nk o

f So

uth

Afr

ica

Lim

ited

Att

erbu

ry W

ater

fall

Inve

stm

ent C

ompa

ny

Prop

rieta

ry L

imite

d

Prop

erty

dev

elop

men

t fa

cilit

yN

ew d

evel

opm

ent –

LP8

Ser

vice

s an

d In

fras

truc

ture

inst

alla

tion

41 8

291

mon

th JI

BAR

plu

s 1.

85%

plu

s cos

tsM

ortg

age

Bond

by

AWIC

ove

r the

Le

ases

in re

spec

t of R

emai

ning

ex

tent

of P

ortio

n 1

of th

e Fa

rm

Wat

erva

l No

5 IR

for a

n am

ount

of

R13

0 m

illio

n, a

nd in

resp

ect o

f pr

opos

ed Ju

kske

i Vie

w E

xt 7

9 fo

r th

e am

ount

of R

47 m

illio

n, a

nd in

re

spec

t of p

ropo

sed

Juks

kei V

iew

Ex

t 80

for t

he a

mou

nt o

f R

54 m

illio

n. S

uret

yshi

ps b

y A

ttac

q lim

ited

to R

77.8

mill

ion

and

by

Att

erbu

ry P

rope

rty

to R

15 m

illio

n

Loan

faci

lity

repa

yabl

e on

the

final

repa

ymen

t da

te w

hich

is

31 D

ecem

ber 2

013.

38 7

40O

nce

deve

lopm

ent i

s co

mpl

eted

, the

loan

-will

be

rolle

d in

to a

lo

ng-t

erm

faci

lity

124

Len

der

Bor

row

erD

escr

ipti

onO

rigi

nati

on

Cap

ital

am

ount

ou

tsta

ndin

g (R

’000

)In

tere

st r

ate

Secu

rity

Rep

aym

ent t

erm

s

Cap

ital

am

ount

pa

yabl

e in

the

ne

xt 1

2 m

onth

s an

d m

etho

d of

fin

ance

(R

’000

)

The

Sta

ndar

d Ba

nk o

f So

uth

Afr

ica

Lim

ited

Att

erbu

ry W

ater

fall

Inve

stm

ent C

ompa

ny

Prop

rieta

ry L

imite

d

Prop

erty

dev

elop

men

t fa

cilit

yN

ew d

evel

opm

ent –

LP2

0 A

ltech

Bu

ildin

g27

315

1 m

onth

JIBA

R p

lus

1.50

% p

lus c

osts

Mor

tgag

e Bo

nd b

y AW

IC a

nd E

ast

& W

est I

nves

tmen

ts o

ver t

he le

ase

in re

spec

t of E

rf 3

540

Juks

kei V

iew

Ex

t 7 fo

r an

amou

nt o

f R

58.4

mill

ion

Sure

tysh

ip b

y A

ttac

q lim

ited

to

R10

mill

ion

Cau

sa su

rety

ship

by

East

& W

est

Inve

stm

ents

Lim

ited

to

R29

.2 m

illio

n.

Loan

faci

lity

repa

yabl

e on

the

final

repa

ymen

t da

te b

eing

30

Nov

embe

r 20

17.

356

Cas

h ge

nera

ted

from

re

ntal

inco

me

The

Sta

ndar

d Ba

nk o

f So

uth

Afr

ica

Lim

ited

Att

erbu

ry W

ater

fall

Inve

stm

ent C

ompa

ny

Prop

rieta

ry L

imite

d

Prop

erty

dev

elop

men

t fa

cilit

yN

ew d

evel

opm

ent –

LP1

0 Se

rvic

es

and

Infr

astr

uctu

re in

stal

latio

n16

6 06

23

mon

th JI

BAR

plu

s 1.

50%

plu

s cos

tsM

ortg

age

Bond

by

AWIC

ove

r the

le

ases

in re

spec

t of r

emai

ning

ex

tent

of P

ortio

n 1

of th

e Fa

rm

Wat

erva

l No

5 IR

for a

n am

ount

of

R30

0mill

ion,

and

in re

spec

t of

prop

osed

Juks

kei V

iew

Ext

67

for

the

amou

nt o

f R10

0 m

illio

n, a

nd

in re

spec

t of p

ropo

sed

Juks

kei

Vie

w E

xt 8

6 fo

r the

am

ount

of

R20

0 m

illio

n.Su

rety

ship

by

Att

acq

limite

d to

R

194.

4 m

illio

n an

d by

Att

erbu

ry

Prop

erty

Lim

ited

to R

48.6

mill

ion

Loan

faci

lity

repa

yabl

e on

the

final

repa

ymen

t da

te b

eing

31

Oct

ober

20

13.

115

264

To b

e re

finan

ced

with

lo

ng te

rm d

evel

opm

ent

loan

The

Sta

ndar

d Ba

nk o

f So

uth

Afr

ica

Lim

ited

Att

erbu

ry W

ater

fall

Inve

stm

ent C

ompa

ny

Prop

rieta

ry L

imite

d

Prop

erty

dev

elop

men

t fa

cilit

yN

ew d

evel

opm

ent –

LP1

5 G

roup

5

deve

lopm

ent

139

989

3 m

onth

JIBA

R p

lus

1.70

% p

lus c

osts

(d

urin

g co

nstr

uctio

n)M

argi

n re

duci

ng to

1.

50%

on

com

plet

ion

Mor

tgag

e Bo

nd b

y AW

IC o

ver t

he

leas

e in

resp

ect o

f Por

tion

736

(a

port

ion

of p

ortio

n 1)

of t

he F

arm

W

ater

val 5

(pro

pose

d Er

ven

1763

an

d 17

64 Ju

kske

i Vie

w E

xt 4

7) fo

r th

e am

ount

of R

470

mill

ion.

Sure

tysh

ip b

y A

ttac

q lim

ited

to

R11

0 m

illio

n an

d by

Att

erbu

ry

Prop

erty

Lim

ited

to R

27.5

mill

ion

Loan

faci

lity

has a

de

velo

pmen

t pha

se a

fter

w

hich

it c

onve

rts i

nto

a 60

mon

th te

rm lo

an w

ith

repa

ymen

t pro

file

with

a

cert

ain

resid

ual v

alue

on

expi

ry.

1 88

4O

nce

deve

lopm

ent i

s co

mpl

eted

, the

loan

will

be

rolle

d in

to a

lo

ng-t

erm

faci

lity

The

Sta

ndar

d Ba

nk o

f So

uth

Afr

ica

Lim

ited

Att

erbu

ry W

ater

fall

Inve

stm

ent C

ompa

ny

Prop

rieta

ry L

imite

d

Prop

erty

dev

elop

men

t fa

cilit

yN

ew d

evel

opm

ent –

LP1

0 M

axw

ell

Off

ice

Park

Pha

se 1

(Gol

der &

A

ssoc

iate

s bui

ldin

g an

d A

ttac

q bu

ildin

g)

21 4

283

mon

th JI

BAR

plu

s 1.

70%

plu

s cos

ts (o

n co

mpl

etio

n m

argi

n is

redu

cing

to 1

.50%

)

Mor

tgag

e Bo

nd b

y AW

IC a

nd E

ast

& W

est I

nves

tmen

ts o

ver t

he L

ease

in

resp

ect o

f Por

tion

766

of th

e Fa

rm W

ater

val 5

(pro

pose

d Er

f 36

00 Ju

kske

i Vie

w E

xt 8

3) fo

r the

am

ount

of R

300

mill

ion.

Sure

tysh

ips b

y A

ttac

q lim

ited

to

R32

mill

ion

and

by A

tter

bury

Pr

oper

ty L

imite

d to

R8

mill

ion

and

caus

a su

rety

ship

by

East

&

Wes

t Inv

estm

ents

for t

he a

mou

nt

of R

87.2

5 m

illio

n.

Loan

faci

lity

has a

de

velo

pmen

t pha

se a

fter

w

hich

it c

onve

rts i

nto

a 60

-mon

th te

rm lo

an

with

repa

ymen

t pro

file

with

a c

erta

in re

sidua

l va

lue

on e

xpir

y.

Onc

e de

velo

pmen

t is

com

plet

ed, t

he lo

an w

ill

be ro

lled

into

a

long

-ter

m fa

cilit

y

125

Len

der

Bor

row

erD

escr

ipti

onO

rigi

nati

on

Cap

ital

am

ount

ou

tsta

ndin

g (R

’000

)In

tere

st r

ate

Secu

rity

Rep

aym

ent t

erm

s

Cap

ital

am

ount

pa

yabl

e in

the

ne

xt 1

2 m

onth

s an

d m

etho

d of

fin

ance

(R

’000

)

Sanl

amA

tter

bury

Wat

erfa

ll In

vest

men

t Com

pany

Pr

oprie

tary

Lim

ited

Prop

erty

dev

elop

men

t fa

cilit

y (f

loat

ing

port

ion)

New

dev

elop

men

t – L

P8

Mas

sbui

ld d

evel

opm

ent

153

057

Prim

e –

0.50

%M

ortg

age

Bond

by

AWIC

ove

r the

le

ase

in re

spec

t of t

he le

ase

area

(1

1,07

28ha

) on

Erf 3

548

Juks

kei

Vie

w E

xt 7

9 fo

r an

amou

nt o

f R

250

mill

ion.

Sure

tysh

ip b

y A

ttac

q to

R

32 m

illio

n an

d by

Att

erbu

ry

Prop

erty

lim

ited

to R

8 m

illio

n.

Rep

aym

ent p

rofil

e in

pl

ace

with

ann

ual

esca

latio

ns, f

ully

am

ortis

ing

in 1

5 ye

ars,

mat

urin

g on

3 A

pril

2028

N/A

Sanl

amA

tter

bury

Wat

erfa

ll In

vest

men

t Com

pany

Pr

oprie

tary

Lim

ited

Prop

erty

dev

elop

men

t fa

cilit

y (f

ixed

por

tion)

New

dev

elop

men

t – L

P8

Mas

sbui

ld d

evel

opm

ent

130

314

10.5

8%M

ortg

age

Bond

by

AWIC

ove

r the

Le

ase

in re

spec

t of t

he le

ase

area

(1

1,07

28ha

) on

Erf 3

548

Juks

kei

Vie

w E

xt 7

9 fo

r an

amou

nt o

f R

250

mill

ion.

Sure

tysh

ip b

y A

ttac

q to

R

32 m

illio

n an

d by

Att

erbu

ry

Prop

erty

lim

ited

to R

8 m

illio

n.

Rep

aym

ent p

rofil

e in

pl

ace

with

ann

ual

esca

latio

ns, f

ully

am

ortis

ing

in 1

5 ye

ars,

mat

urin

g on

3 A

pril

2028

11 1

28C

ash

gene

rate

d fr

om

rent

al in

com

e

Ned

bank

Lim

ited

Nie

utow

n Pr

oper

ty

Prop

rieta

ry L

imite

dPr

oper

ty d

evel

opm

ent

faci

lity

(Sen

ior d

ebt

loan

)

To p

rovi

de fu

ndin

g fo

r the

de

velo

pmen

t of a

pro

pose

d re

tail

cent

re a

nd o

ffic

es fo

r Ned

bank

kn

own

as N

ewto

wn

164

872

Prim

e (d

urin

g co

nstr

uctio

n)T

he lo

an c

onve

rts t

o fo

ur te

rm lo

ans o

n co

mpl

etio

n w

ith

diff

eren

t int

eres

t rat

es

Mor

tgag

e Bo

nd b

y N

ieut

own

Prop

erty

Dev

elop

men

t Com

pany

Pr

oprie

tary

Lim

ited

over

the

Leas

e in

resp

ect o

f Erv

en 6

21, 5

58, 5

64

and

568

New

tow

n fo

r an

amou

nt

of R

1.2

billi

on.

Mor

tgag

e bo

nd b

y M

ajes

tic O

ffic

es

Prop

rieta

ry L

imite

d ov

er th

e Le

ase

in re

spec

t of E

rf 5

91 N

ewto

wn

for

an a

mou

nt o

f R10

0 m

illio

n.Su

rety

ship

s by

Att

acq

limite

d to

R

250

mill

ion

and

a ca

usa

sure

tysh

ip b

y M

ajes

tic O

ffic

es

Prop

rieta

ry L

imite

d lim

ited

to

R10

0 m

illio

n.

Inte

rest

is c

apita

lised

du

ring

con

truc

tion.

Va

rious

term

loan

s co

mm

ence

from

1

Dec

embe

r 201

4 w

here

af

ter t

he B

orro

wer

shal

l be

obl

iged

to m

ake

mon

thly

repa

ymen

ts o

f ca

pita

l and

inte

rest

with

an

nual

esc

alat

ions

ha

ving

a m

axim

um

resid

ual b

alan

ce o

f R

250

mill

ion

at th

e en

d of

the

loan

term

(bei

ng

Nov

embe

r 202

4).

N/A

Ned

bank

Lim

ited

Nie

utow

n Pr

oper

ty

Prop

rieta

ry L

imite

dPr

oper

ty lo

an fa

cilit

y (M

ezza

nine

loan

)To

pro

vide

fund

ing

for t

he

deve

lopm

ent o

f a p

ropo

sed

reta

il ce

ntre

and

off

ices

for N

edba

nk

know

n as

New

tow

n

109

119

Prim

e pl

us 5

%M

ortg

age

Bond

by

Nie

utow

n Pr

oper

ty D

evel

opm

ent C

ompa

ny

Prop

rieta

ry L

imite

d ov

er th

e Le

ase

in re

spec

t of E

rven

621

, 558

, 564

an

d 56

8 N

ewto

wn

for a

n am

ount

of

R1.

2 bi

llion

.M

ortg

age

bond

by

Maj

estic

Off

ices

Pr

oprie

tary

Lim

ited

over

the

Leas

e in

resp

ect o

f Erf

591

New

tow

n fo

r an

am

ount

of R

100

mill

ion.

Sure

tysh

ips b

y A

ttac

q lim

ited

to

R25

0 m

illio

n an

d a

caus

a su

rety

ship

by

Maj

estic

Off

ices

Pr

oprie

tary

Lim

ited

limite

d to

R

100

mill

ion.

Inte

rest

is c

apita

lised

for

the

initi

al 2

yea

rs, w

here

af

ter i

nter

est i

s ser

vice

d m

onth

ly.

N/A

126

Len

der

Bor

row

erD

escr

ipti

onO

rigi

nati

on

Cap

ital

am

ount

ou

tsta

ndin

g (R

’000

)In

tere

st r

ate

Secu

rity

Rep

aym

ent t

erm

s

Cap

ital

am

ount

pa

yabl

e in

the

ne

xt 1

2 m

onth

s an

d m

etho

d of

fin

ance

(R

’000

)

The

Sta

ndar

d Ba

nk o

f So

uth

Afr

ica

Lim

ited

Man

trab

lox

Prop

rieta

ry

Lim

ited

Prop

erty

Loa

n fa

cilit

yFu

ndin

g fo

r the

acq

uisit

ion

of

Gar

den

Rou

te M

all

300

000

1-m

onth

JIBA

R p

lus

0.70

% p

lus c

osts

Mor

tgag

e bo

nd b

y M

antr

ablo

x Pr

oprie

tary

Lim

ited

over

the

Port

ion

326

of th

e Fa

rm K

raai

Bo

sch

Num

ber 1

95 G

eorg

e (k

now

n as

Gar

den

Rou

te M

all)

for

an a

mou

nt o

f R30

0 m

illio

n.

Onl

y se

rvic

ing

the

mon

thly

inte

rest

with

a

100%

resid

ual v

alue

on

expi

ry o

f the

loan

, whi

ch

is in

Mar

ch 2

014.

300

000

Eith

er re

stru

ctur

e or

pr

ocee

ds fr

om ri

ghts

iss

ue

Ned

bank

Lim

ited

Aba

cus H

oldi

ngs

Prop

rieta

ry L

imite

dPr

oper

ty L

oan

Faci

lity

(Eik

esta

d)N

ew a

cqui

sitio

n an

d de

velo

pmen

t of

pro

pert

y kn

own

as E

ikes

tad

Mal

l

479

605

Prim

e –

0.35

% (d

urin

g co

nstr

uctio

n)C

onve

rtin

g to

Pri

me

– 1%

on

com

plet

ion

Mor

tgag

e Bo

nd b

y A

bacu

s ove

r Er

ven

6083

, 736

5, 4

282,

204

5,

2048

, 480

3, 2

046/

RE,

204

3/R

E St

elle

nbos

ch fo

r R80

0 m

illio

n (E

ikes

tad

– 80

% u

ndiv

ided

shar

e in

the

prop

ertie

s).M

ortg

age

Bond

by

Aba

cus o

ver

Rem

aind

er o

f the

Far

m M

ooir

ivie

r M

all,

Farm

No.

707

and

Erf

136

5 Ba

illie

Par

k fo

r R72

0 m

illio

n (M

ooir

ivie

r).M

ortg

age

Bond

by

Aba

cus o

ver

25%

und

ivid

ed sh

are

in E

rven

415

, 43

8, 1

78 N

ieuw

Muc

klen

euk

for

R39

0mill

ion

(Bro

okly

n M

all).

Mor

tgag

e Bo

nd b

y A

bacu

s ove

r Se

ctio

ns 1

and

2 in

the

sect

iona

l tit

le sc

hem

e kn

own

as “A

ndri

nga

Wal

k” to

geth

er w

ith th

e un

divi

ded

shar

e in

the

com

mon

pro

pert

y an

d th

e rig

ht o

f exc

lusiv

e us

e fo

r R

350

mill

ion

(Sky

bird

/And

ring

a/M

ill S

quar

e).

Sect

iona

l Cov

erin

g Bo

nd b

y A

bacu

s ove

r Sec

tions

1, 2

2, 2

3, 2

6,

27, 3

0, 3

3, 3

4 an

d 36

(of w

hich

se

ctio

n 36

is to

be

rele

ased

and

re

plac

ed b

y se

ctio

n 38

) in

the

Sche

me

“De

Waa

l”, t

oget

her w

ith

an u

ndiv

ided

shar

e in

the

com

mon

pr

oper

ty a

nd a

ny ri

ght o

f exc

lusiv

e us

e, si

tuat

ed o

n Er

f 200

0 St

elle

nbos

ch fo

r R10

0 m

illio

n (A

ndri

nga

resid

entia

l).C

essio

n an

d Pl

edge

of 2

9 72

6 51

6 A

ttac

q sh

ares

by

Aba

cus w

ith a

m

inim

um v

alue

of R

250

mill

ion.

The

loan

will

be

sett

led

on 1

Dec

embe

r 202

2.

Cur

rent

ly o

nly

the

inte

rest

on

the

loan

is

paid

mon

thly

and

aft

er

2 ye

ars a

nd 3

mon

ths t

he

capi

tal w

ill st

art t

o be

se

ttle

d

N/A

127

Len

der

Bor

row

erD

escr

ipti

onO

rigi

nati

on

Cap

ital

am

ount

ou

tsta

ndin

g (R

’000

)In

tere

st r

ate

Secu

rity

Rep

aym

ent t

erm

s

Cap

ital

am

ount

pa

yabl

e in

the

ne

xt 1

2 m

onth

s an

d m

etho

d of

fin

ance

(R

’000

)

Ned

bank

Lim

ited

Aba

cus H

oldi

ngs

Prop

rieta

ry L

imite

dPr

oper

ty L

oan

Faci

lity

(Moo

iriv

ier M

all)

New

acq

uisit

ion

of p

rope

rty

know

n as

Moo

iriv

ier M

all

512

149

Prim

e –

1%M

ortg

age

Bond

by

Aba

cus o

ver

Erve

n 60

83, 7

365,

428

2, 2

045,

20

48, 4

803,

204

6/R

E, 2

043/

RE

Stel

lenb

osch

for R

800

mill

ion

(Eik

esta

d –

80%

und

ivid

ed sh

are

in th

e pr

oper

ties).

Mor

tgag

e Bo

nd b

y A

bacu

s ove

r R

emai

nder

of t

he F

arm

Moo

iriv

ier

Mal

l, Fa

rm N

o. 7

07 a

nd E

rf 1

365

Baill

ie P

ark

for R

720

mill

ion

(Moo

iriv

ier).

Mor

tgag

e Bo

nd b

y A

bacu

s ove

r 25

% u

ndiv

ided

shar

e in

Erv

en 4

15,

438,

178

Nie

uw M

uckl

eneu

k fo

r R

390

mill

ion

(Bro

okly

n M

all).

Mor

tgag

e Bo

nd b

y A

bacu

s ove

r Se

ctio

ns 1

and

2 in

the

sect

iona

l tit

le sc

hem

e kn

own

as “A

ndri

nga

Wal

k” to

geth

er w

ith th

e un

divi

ded

shar

e in

the

com

mon

pro

pert

y an

d th

e rig

ht o

f exc

lusiv

e us

e fo

r R

350

mill

ion

(Sky

bird

/And

ring

a/M

ill S

quar

e).

Sect

iona

l Cov

erin

g Bo

nd b

y A

bacu

s ove

r Sec

tions

1, 2

2, 2

3, 2

6,

27, 3

0, 3

3, 3

4 an

d 36

(of w

hich

se

ctio

n 36

is to

be

rele

ased

and

re

plac

ed b

y se

ctio

n 38

) in

the

Sche

me

“De

Waa

l”, t

oget

her w

ith

an u

ndiv

ided

shar

e in

the

com

mon

pr

oper

ty a

nd a

ny ri

ght o

f exc

lusiv

e us

e, si

tuat

ed o

n Er

f 200

0 St

elle

nbos

ch fo

r R10

0 m

illio

n (A

ndri

nga

resid

entia

l).C

essio

n an

d Pl

edge

of 2

9 72

6 51

6 A

ttac

q sh

ares

by

Aba

cus w

ith a

m

inim

um v

alue

of R

250

mill

ion.

The

loan

will

be

sett

led

on 1

Oct

ober

202

1.

Cur

rent

ly o

nly

the

inte

rest

on

the

loan

is

paid

mon

thly

and

aft

er

2 ye

ars a

nd 3

mon

ths t

he

capi

tal w

ill st

art t

o be

se

ttle

d

N/A

128

Len

der

Bor

row

erD

escr

ipti

onO

rigi

nati

on

Cap

ital

am

ount

ou

tsta

ndin

g (R

’000

)In

tere

st r

ate

Secu

rity

Rep

aym

ent t

erm

s

Cap

ital

am

ount

pa

yabl

e in

the

ne

xt 1

2 m

onth

s an

d m

etho

d of

fin

ance

(R

’000

)

Ned

bank

Lim

ited

Aba

cus H

oldi

ngs

Prop

rieta

ry L

imite

dPr

oper

ty L

oan

Faci

lity

(Bro

okly

n M

all)

New

acq

uisit

ion

367

981

Prim

e –

1%M

ortg

age

Bond

by

Aba

cus o

ver

Erve

n 60

83, 7

365,

428

2, 2

045,

20

48, 4

803,

204

6/R

E, 2

043/

RE

Stel

lenb

osch

for R

800

mill

ion

(Eik

esta

d –

80%

und

ivid

ed sh

are

in th

e pr

oper

ties).

Mor

tgag

e Bo

nd b

y A

bacu

s ove

r R

emai

nder

of t

he F

arm

Moo

iriv

ier

Mal

l, Fa

rm N

o. 7

07 a

nd E

rf 1

365

Baill

ie P

ark

for R

720

mill

ion

(Moo

iriv

ier).

Mor

tgag

e Bo

nd b

y A

bacu

s ove

r 25

% u

ndiv

ided

shar

e in

Erf

415

, 43

8, 1

78 N

ieuw

Muc

klen

euk

for

R39

0 m

illio

n (B

rook

lyn

Mal

l).M

ortg

age

Bond

by

Aba

cus o

ver

Sect

ions

1 a

nd 2

in th

e se

ctio

nal

title

sche

me

know

n as

“And

ring

a W

alk”

toge

ther

with

the

undi

vide

d sh

are

in th

e co

mm

on p

rope

rty

and

the

right

of e

xclu

sive

use

for

R35

0 m

illio

n (S

kybi

rd/A

ndri

nga/

Mill

Squ

are)

.Se

ctio

nal C

over

ing

Bond

by

Aba

cus o

ver S

ectio

ns 1

, 22,

23,

26,

27

, 30,

33,

34

and

36 (o

f whi

ch

sect

ion

36 is

to b

e re

leas

ed a

nd

repl

aced

by

sect

ion

38) i

n th

e Sc

hem

e “D

e W

aal”

, tog

ethe

r with

an

und

ivid

ed sh

are

in th

e co

mm

on

prop

erty

and

any

righ

t of e

xclu

sive

use,

situ

ated

on

Erf 2

000

Stel

lenb

osch

for R

100

mill

ion

(And

ring

a re

siden

tial).

Ces

sion

and

Pled

ge o

f 29

726

516

Att

acq

shar

es b

y A

bacu

s with

a

min

imum

val

ue o

f R25

0 m

illio

n.

The

loan

will

be

sett

led

on 1

Oct

ober

202

2.

Cur

rent

ly o

nly

the

inte

rest

on

the

loan

is

paid

mon

thly

and

aft

er

2 ye

ars a

nd 3

mon

ths t

he

capi

tal w

ill st

art t

o be

se

ttle

d

N/A

129

Len

der

Bor

row

erD

escr

ipti

onO

rigi

nati

on

Cap

ital

am

ount

ou

tsta

ndin

g (R

’000

)In

tere

st r

ate

Secu

rity

Rep

aym

ent t

erm

s

Cap

ital

am

ount

pa

yabl

e in

the

ne

xt 1

2 m

onth

s an

d m

etho

d of

fin

ance

(R

’000

)

Ned

bank

Lim

ited

Aba

cus H

oldi

ngs

Prop

rieta

ry L

imite

dPr

oper

ty L

oan

Faci

lity

(Sky

bird

– A

ndri

nga

Wal

k)

New

acq

uisit

ion

and

deve

lopm

ent

of A

ndri

nga

Wal

k30

6 64

7Pr

ime

– 0

.35%

(d

urin

g co

nstr

uctio

n)C

onve

rtin

g to

Pri

me

– 1%

on

com

plet

ion

Mor

tgag

e Bo

nd b

y A

bacu

s ove

r Er

ven

6083

, 736

5, 4

282,

204

5,

2048

, 480

3, 2

046/

RE,

204

3/R

E St

elle

nbos

ch fo

r R80

0 m

illio

n (E

ikes

tad

– 80

% u

ndiv

ided

shar

e in

the

prop

ertie

s).M

ortg

age

Bond

by

Aba

cus o

ver

Rem

aind

er o

f the

Far

m M

ooir

ivie

r M

all,

Farm

No.

707

and

Erf

136

5 Ba

illie

Par

k fo

r R72

0 m

illio

n (M

ooir

ivie

r).M

ortg

age

Bond

by

Aba

cus o

ver

25%

und

ivid

ed sh

are

in E

rven

415

, 43

8, 1

78 N

ieuw

Muc

klen

euk

for

R39

0mill

ion

(Bro

okly

n M

all).

Mor

tgag

e Bo

nd b

y A

bacu

s ove

r Se

ctio

ns 1

and

2 in

the

sect

iona

l tit

le sc

hem

e kn

own

as “A

ndri

nga

Wal

k” to

geth

er w

ith th

e un

divi

ded

shar

e in

the

com

mon

pro

pert

y an

d th

e rig

ht o

f exc

lusiv

e us

e fo

r R

350

mill

ion

(Sky

bird

/And

ring

a/M

ill S

quar

e).

Sect

iona

l Cov

erin

g Bo

nd b

y A

bacu

s ove

r Sec

tions

1, 2

2, 2

3, 2

6,

27, 3

0, 3

3, 3

4 an

d 36

(of w

hich

se

ctio

n 36

is to

be

rele

ased

and

re

plac

ed b

y se

ctio

n 38

) in

the

Sche

me

“De

Waa

l”, t

oget

her w

ith

an u

ndiv

ided

shar

e in

the

com

mon

pr

oper

ty a

nd a

ny ri

ght o

f exc

lusiv

e us

e, si

tuat

ed o

n Er

f 200

0 St

elle

nbos

ch fo

r R10

0 m

illio

n (A

ndri

nga

resid

entia

l).C

essio

n an

d Pl

edge

of 2

9 72

6 51

6 A

ttac

q sh

ares

by

Aba

cus w

ith a

m

inim

um v

alue

of R

250

mill

ion.

The

loan

will

be

sett

led

on 1

Dec

embe

r 202

2.

Cur

rent

ly o

nly

the

inte

rest

on

the

loan

is

paid

mon

thly

and

aft

er

2 ye

ars a

nd 3

mon

ths t

he

capi

tal w

ill st

art t

o be

se

ttle

d

306

599

Cas

h ge

nera

ted

from

re

ntal

inco

me

130

Len

der

Bor

row

erD

escr

ipti

onO

rigi

nati

on

Cap

ital

am

ount

ou

tsta

ndin

g (R

’000

)In

tere

st r

ate

Secu

rity

Rep

aym

ent t

erm

s

Cap

ital

am

ount

pa

yabl

e in

the

ne

xt 1

2 m

onth

s an

d m

etho

d of

fin

ance

(R

’000

)

Ned

bank

Lim

ited

Aba

cus H

oldi

ngs

Prop

rieta

ry L

imite

dSe

cure

d lo

an fa

cilit

yN

ew a

cqui

sitio

n56

3Pr

ime-

0.75

%M

ortg

age

Bond

by

Aba

cus o

ver

Erve

n 60

83, 7

365,

428

2, 2

045,

20

48, 4

803,

204

6/R

E, 2

043/

RE

Stel

lenb

osch

for R

800

mill

ion

(Eik

esta

d –

80%

und

ivid

ed sh

are

in th

e pr

oper

ties).

Mor

tgag

e Bo

nd b

y A

bacu

s ove

r R

emai

nder

of t

he F

arm

Moo

iriv

ier

Mal

l, Fa

rm N

o. 7

07 a

nd E

rf 1

365

Baill

ie P

ark

for R

720

mill

ion

(Moo

iriv

ier).

Mor

tgag

e Bo

nd b

y A

bacu

s ove

r 25

% u

ndiv

ided

shar

e in

Erv

en 4

15,

438,

178

Nie

uw M

uckl

eneu

k fo

r R

390

mill

ion

(Bro

okly

n M

all).

Mor

tgag

e Bo

nd b

y A

bacu

s ove

r Se

ctio

ns 1

and

2 in

the

sect

iona

l tit

le sc

hem

e kn

own

as “A

ndri

nga

Wal

k” to

geth

er w

ith th

e un

divi

ded

shar

e in

the

com

mon

pro

pert

y an

d th

e rig

ht o

f exc

lusiv

e us

e fo

r R

350

mill

ion

(Sky

bird

/And

ring

a/M

ill S

quar

e).

Sect

iona

l Cov

erin

g Bo

nd b

y A

bacu

s ove

r Sec

tions

1, 2

2, 2

3, 2

6,

27, 3

0, 3

3, 3

4 an

d 36

(of w

hich

se

ctio

n 36

is to

be

rele

ased

and

re

plac

ed b

y se

ctio

n 38

) in

the

Sche

me

“De

Waa

l”, t

oget

her w

ith

an u

ndiv

ided

shar

e in

the

com

mon

pr

oper

ty a

nd a

ny ri

ght o

f exc

lusiv

e us

e, si

tuat

ed o

n Er

f 200

0 St

elle

nbos

ch fo

r R10

0 m

illio

n (A

ndri

nga

resid

entia

l).C

essio

n an

d Pl

edge

of 2

9 72

6 51

6 A

ttac

q sh

ares

by

Aba

cus w

ith a

m

inim

um v

alue

of R

250

mill

ion.

The

loan

will

be

sett

led

on 1

Oct

ober

202

2.

Cur

rent

ly o

nly

the

inte

rest

on

the

loan

is

paid

mon

thly

and

aft

er

2 ye

ars a

nd 3

mon

ths t

he

capi

tal w

ill st

art t

o be

se

ttle

d

563

Cas

h ge

nera

ted

from

re

ntal

inco

me

2.

MA

TE

RIA

L L

OA

NS

RE

CE

IVA

BL

E B

Y T

HE

GR

OU

P

2.1

The

re a

re n

o in

tere

st a

nd/c

apita

l red

empt

ion

paym

ents

in a

rrea

rs.

2.2

Oth

er th

an th

ose l

oans

to en

titie

s in

whi

ch d

irect

ors h

ave a

n in

tere

st a

s disc

lose

d in

this

pros

pect

us a

nd w

hich

may

indi

rect

ly b

enef

it th

ose d

irect

ors,

ther

e hav

e bee

n no

loan

furn

ished

to o

r fo

r the

ben

efit

of a

ny d

irect

or o

r man

ager

or a

ny a

ssoc

iate

of a

ny d

irect

or o

f man

ager

of t

he g

roup

.

2.3

As a

t the

last

pra

ctic

al d

ate

ther

e w

ere

no lo

ans a

dvan

ced

by a

ny o

f the

com

pani

es in

the

grou

p ot

her t

han

the

inte

r-co

mpa

ny g

roup

loan

s set

out

in p

arag

raph

3 b

elow

.

131

3.

INT

ER

-CO

MPA

NY

LO

AN

S

Len

der

Bor

row

erD

escr

ipti

onO

rigi

nati

on

Cap

ital

am

ount

ou

tsta

ndin

g (R

’000

)In

tere

st r

ate

Secu

rity

Rep

aym

ent t

erm

s

Cap

ital

am

ount

pa

yabl

e in

the

ne

xt 1

2 m

onth

s an

d m

etho

d of

fin

ance

(R

’000

)

Hig

hgro

ve P

rope

rty

Hol

ding

s Pr

oprie

tary

Lim

ited

Des

ign

Squa

re S

hopp

ing

Cen

tre

Prop

rieta

ry L

imite

dIn

ter-

com

pany

loan

Inte

r-co

mpa

ny lo

an u

sed

to

reco

rd o

pera

ting

expe

nses

in

curr

ed b

y on

e co

mpa

ny o

n be

half

of a

noth

er a

nd to

reco

rd

fund

ing

for c

apita

l ex

pend

iture

.

49 1

89N

ilN

one

No

fixe

d pe

riod

or re

paym

ent

term

sN

/A

Att

acq

Hig

hgro

ve P

rope

rty

Hol

ding

s Pro

prie

tary

Li

mite

d

Inte

r-co

mpa

ny lo

anIn

ter-

com

pany

loan

use

d to

re

cord

ope

ratin

g ex

pens

es

incu

rred

by

one

com

pany

on

beha

lf of

ano

ther

and

to re

cord

fu

ndin

g fo

r cap

ital

expe

nditu

re.

50 3

88N

ilN

one

No

fixe

d pe

riod

or re

paym

ent

term

sN

/A

Att

erbu

ry A

ttfu

nd

Inve

stm

ent C

ompa

ny N

o 1

Prop

rieta

ry L

imite

d

Att

acq

Loan

from

subs

idia

ryC

ash,

orig

inat

ing

on sa

le o

f sh

ares

, dist

ribut

ed to

sh

areh

olde

r.

54 2

62N

ilU

nsec

ured

No

fixe

d pe

riod

or re

paym

ent

term

sN

/A

Lord

Cha

rles a

nd L

ady

Broo

ks O

ffic

e Pa

rk H

oldi

ngs

Prop

rieta

ry L

imite

d

Att

acq

Loan

from

subs

idia

ryC

ash,

orig

inat

ing

on sa

le o

f bu

ildin

g di

strib

uted

to

shar

ehol

der.

47 0

02N

ilU

nsec

ured

No

fixe

d pe

riod

or re

paym

ent

term

sN

/A

Ald

abri

96

Prop

rieta

ry L

imite

dA

ttac

qLo

an fr

om su

bsid

iary

Cas

h, o

rigin

atin

g on

sale

of

asse

ts d

istrib

uted

to

shar

ehol

der.

91 7

77N

ilU

nsec

ured

No

fixe

d pe

riod

or re

paym

ent

term

sN

/A

Att

erbu

ry A

ttfu

nd

Inve

stm

ent C

ompa

ny N

o 2

Prop

rieta

ry L

imite

d

Att

acq

Loan

from

subs

idia

ryC

ash,

orig

inat

ing

on sa

le o

f sh

ares

, dist

ribut

ed to

sh

areh

olde

r.

75 9

82N

ilU

nsec

ured

No

fixe

d pe

riod

or re

paym

ent

term

sN

/A

Des

ign

Squa

re S

hopp

ing

Cen

tre

Prop

rieta

ry L

imite

dA

ttac

qLo

an fr

om su

bsid

iary

Cas

h, o

rigin

atin

g on

sale

of

asse

ts d

istrib

uted

to

shar

ehol

der.

155

029

Nil

Uns

ecur

edN

o fi

xed

perio

d or

repa

ymen

t te

rms

N/A

Att

erbu

ry A

ttfu

nd

Inve

stm

ent C

ompa

ny N

o 3

Prop

rieta

ry L

imite

d

Att

acq

Loan

from

subs

idia

ryC

ash,

orig

inat

ing

on sa

le o

f sh

ares

, dist

ribut

ed to

sh

areh

olde

r.

42 4

63N

ilU

nsec

ured

No

fixe

d pe

riod

or re

paym

ent

term

sN

/A

Lady

Bro

oks

Prop

rieta

ry L

imite

dA

ttac

qLo

an fr

om su

bsid

iary

Cas

h, o

rigin

atin

g on

sale

of

build

ing

dist

ribut

ed to

sh

areh

olde

r.

26 0

06N

ilU

nsec

ured

No

fixe

d pe

riod

or re

paym

ent

term

sN

/A

Att

acq

Lynn

woo

d Br

idge

Off

ice

Park

Pro

prie

tary

Lim

ited

Shar

ehol

der’s

loan

New

acq

uisit

ions

150

035

Nil

Non

eN

o fi

xed

perio

d or

repa

ymen

t te

rms

N/A

Att

acq

Lynn

woo

d Br

idge

Off

ice

Park

Pro

prie

tary

Lim

ited

Inte

r-co

mpa

ny lo

ans

Inte

r-co

mpa

ny lo

an u

sed

to

reco

rd o

pera

ting

expe

nses

in

curr

ed b

y on

e co

mpa

ny o

n be

half

of a

noth

er

19 2

95Pr

ime

Non

eN

o fi

xed

perio

d or

repa

ymen

t te

rms

N/A

132

Len

der

Bor

row

erD

escr

ipti

onO

rigi

nati

on

Cap

ital

am

ount

ou

tsta

ndin

g (R

’000

)In

tere

st r

ate

Secu

rity

Rep

aym

ent t

erm

s

Cap

ital

am

ount

pa

yabl

e in

the

ne

xt 1

2 m

onth

s an

d m

etho

d of

fin

ance

(R

’000

)

Att

acq

De

Vill

e Sh

oppi

ng C

entr

e Pr

oprie

tary

Lim

ited

Shar

ehol

der’s

loan

Inte

r-co

mpa

ny lo

an to

reco

rd

fund

ing

for c

apita

l exp

endi

ture

an

d to

fund

bon

d re

paym

ents

’.

98 9

93N

ilN

one

No

fixe

d pe

riod

or re

paym

ent

term

sN

/A

Att

acq

Le C

hate

au P

rope

rty

Dev

elop

men

t Pr

oprie

tary

Lim

ited

Shar

ehol

der’s

loan

Rep

aym

ent o

f Inv

este

c bo

nd16

889

Nil

Uns

ecur

edN

o fi

xed

perio

d or

repa

ymen

t te

rms

N/A

Att

erbu

ry P

rope

rty

Dev

elop

men

ts

Prop

rieta

ry L

imite

d

Le C

hate

au P

rope

rty

Dev

elop

men

t Pr

oprie

tary

Lim

ited

Shar

ehol

der’s

loan

Rep

aym

ent o

f Inv

este

c bo

nd.

Acq

uisit

ion

and

deve

lopm

ent

of p

rope

rty

25 0

28N

ilU

nsec

ured

No

fixe

d pe

riod

or re

paym

ent

term

sN

/A

Att

acq

Att

erbu

ry M

aurit

ius

Con

sort

ium

Pr

oprie

tary

Lim

ited

Shar

ehol

der’s

loan

Acq

uisit

ion

and

deve

lopm

ent

of P

rope

rty

287

663

Nil

Uns

ecur

edN

o fi

xed

perio

d or

repa

ymen

t te

rms

N/A

Att

erbu

ry P

rope

rty

Hol

ding

s Pr

oprie

tary

Lim

ited

Att

erbu

ry M

aurit

ius

Con

sort

ium

Pr

oprie

tary

Lim

ited

Shar

ehol

der’s

loan

Acq

uisit

ion

and

deve

lopm

ent

of P

rope

rty

64 0

97N

ilU

nsec

ured

No

fixe

d pe

riod

or re

paym

ent

term

sN

/A

Att

acq

Att

erbu

ry P

rope

rty

Hol

ding

s Pr

oprie

tary

Lim

ited

Shar

ehol

der’s

loan

Dist

ribut

ion

of c

ash

from

ho

ldin

g co

mpa

ny.

26 3

43N

ilU

nsec

ured

No

fixe

d pe

riod

or re

paym

ent

term

sN

/A

Att

acq

Att

erbu

ry W

ater

fall

Inve

stm

ent C

ompa

ny

Prop

rieta

ry L

imite

d

Inte

r-co

mpa

ny/ S

hare

hold

er’s

Loan

New

Dev

elop

men

t – W

ater

fall

Infr

astr

uctu

re18

9 51

7Pr

ime

Non

eN

one

N/A

Att

acq

Att

erbu

ry W

ater

fall

Inve

stm

ent C

ompa

ny

Prop

rieta

ry L

imite

d

Inte

r-co

mpa

ny/ S

hare

hold

er’s

Loan

New

Dev

elop

men

t – W

ater

fall

Land

Tra

nsfe

r80

4 62

5Pr

ime

Non

eN

one

N/A

Att

erbu

ry W

ater

fall

City

Pr

oprie

tary

Lim

ited

Att

erbu

ry W

ater

fall

Inve

stm

ent C

ompa

ny

Prop

rieta

ry L

imite

d

Inte

r-co

mpa

ny/ S

hare

hold

er’s

Loan

New

Dev

elop

men

t – W

ater

fall

4 68

6Pr

ime

Non

eN

one

N/A

Att

acq

Raz

orbi

ll Pr

oper

ties 9

1 Pr

oprie

tary

Lim

ited

Inte

r-co

mpa

ny lo

an a

ccou

nt

– su

bsid

iary

of A

ttac

q F

undi

ng fo

r sha

re p

urch

ases

366

191

Nil

Uns

ecur

edN

o fi

xed

perio

d or

repa

ymen

t te

rms.

N/A

Att

acq

Man

trab

lox

Pr

oprie

tary

Lim

ited

Inte

r-co

mpa

ny lo

an a

ccou

nt

– su

bsid

iary

of A

ttac

qFu

ndin

g fo

r pur

chas

ing

inve

stm

ent p

rope

rty.

484

728

Prim

eU

nsec

ured

No

fixe

d pe

riod

or re

paym

ent

term

sN

/A

Att

erbu

ry M

aurit

ius

Con

sort

ium

Pr

oprie

tary

Lim

ited

Baga

prop

Lim

ited

Inte

r-co

mpa

ny lo

an a

ccou

nt

– as

soci

ate

of A

tter

bury

M

aurit

ius C

onso

rtiu

m

Prop

rieta

ry L

imite

d

Fund

ing

for d

evel

opm

ents

in

Mau

ritiu

s: Ba

gapr

op L

imite

d an

d M

all o

f Mau

ritiu

s Lim

ited

83 7

17N

ilU

nsec

ured

No

fixe

d pe

riod

or re

paym

ent

term

sN

/A

Att

acq

Nie

uwto

wn

Prop

erty

D

evel

opm

ent C

ompa

ny

Prop

rieta

ry L

imite

d

Inte

r-co

mpa

ny lo

an a

ccou

nt

– su

bsid

iary

of A

ttac

qFu

ndin

g fo

r dev

elop

men

t in

New

tow

n Pr

oper

ty

Prop

rieta

ry L

imite

d

107

624

Nil

Uns

ecur

edN

o fi

xed

perio

d or

repa

ymen

t te

rms

N/A

Att

acq

Att

erbu

ry In

vest

men

t H

oldi

ngs I

nter

natio

nal

Lim

ited

Inte

r-co

mpa

ny lo

an a

ccou

nt

– su

bsid

iary

of A

ttac

qFu

ndin

g fo

r inv

estm

ents

in

Afr

ica

and

othe

r par

ts o

f the

w

orld

.

169

463

Vario

usU

nsec

ured

No

fixe

d pe

riod

or re

paym

ent

term

sN

/A

133

Len

der

Bor

row

erD

escr

ipti

onO

rigi

nati

on

Cap

ital

am

ount

ou

tsta

ndin

g (R

’000

)In

tere

st r

ate

Secu

rity

Rep

aym

ent t

erm

s

Cap

ital

am

ount

pa

yabl

e in

the

ne

xt 1

2 m

onth

s an

d m

etho

d of

fin

ance

(R

’000

)

Att

acq

Att

erbu

ry P

rope

rty

Hol

ding

s Pr

oprie

tary

Lim

ited

Inte

r-co

mpa

ny lo

an a

ccou

nt

– as

soci

ate

of A

ttac

qSh

areh

olde

r’s lo

an fr

om A

ttac

q to

Att

erbu

ry P

rope

rty,

A

ssist

ing

Att

erbu

ry P

rope

rty

in th

e fu

ndin

g ob

ligat

ions

to

Mal

l of M

aurit

ius,

Ass

istin

g A

tter

bury

Pro

pert

y w

ith th

eir

fund

ing

oblig

atio

ns to

Sin

co

Inve

stm

ents

Six

Pro

prie

tary

Li

mite

d in

Nam

ibia

79 6

46Pr

ime

Uns

ecur

edN

o fi

xed

perio

d or

repa

ymen

t te

rms

N/A

Att

acq

Att

erbu

ry P

rope

rty

Hol

ding

s Pr

oprie

tary

Lim

ited

Inte

r-co

mpa

ny lo

an a

ccou

nt

– as

soci

ate

of A

ttac

qFu

ndin

g A

tter

bury

Pro

pert

y W

BHO

dea

l.66

559

Prim

e pl

us 1

.5%

Uns

ecur

edN

o fi

xed

perio

d or

repa

ymen

t te

rms

N/A

Att

acq

Att

erbu

ry P

rope

rty

Hol

ding

s Pr

oprie

tary

Lim

ited

Inte

r-co

mpa

ny lo

an a

ccou

nt

– as

soci

ate

of A

ttac

qFu

ndin

g fr

om A

ttac

q to

A

tter

bury

Pro

pert

y fo

r the

Si

nco

Inve

stm

ents

Six

Pr

oprie

tary

Lim

ited

deal

.

50 4

85Pr

ime

min

us

0.5%

Ces

sion

of sh

ares

and

loan

ac

coun

t in

Sinc

o In

vest

men

ts S

ix

Prop

rieta

ry L

imite

d

Bulle

t pay

men

ts o

f R

4 00

0 00

0 is

to b

e m

ade

in

mon

ths 3

6, 4

8, 6

0 an

d 72

. A

final

bul

let p

aym

ent w

ill b

e pa

id in

mon

th 8

4 in

add

ition

to

the

inte

rest

pay

men

ts

N/A

Att

acq

Key

sha

Inve

stm

ents

213

Pr

oprie

tary

Lim

ited

Inte

r-co

mpa

ny lo

an a

ccou

nt

– as

soci

ate

of A

ttac

qFu

ndin

g24

055

Nil

Uns

ecur

edN

o fi

xed

perio

d or

repa

ymen

t te

rms

N/A

Att

acq

The

Clu

b R

etai

l Par

k Pr

oprie

tary

Lim

ited

Inte

r-co

mpa

ny lo

an a

ccou

nt

– as

soci

ate

of A

ttac

qFu

ndin

g fo

r dev

elop

men

ts.

45 0

97Pr

ime

Uns

ecur

edN

o fi

xed

perio

d or

repa

ymen

t te

rms

N/A

Att

acq

Arc

tosp

ark

Pr

oprie

tary

Lim

ited

Inte

r-co

mpa

ny lo

an a

ccou

nt

– as

soci

ate

of A

ttac

qSh

areh

olde

rs lo

an/F

undi

ng48

3 56

2N

ilU

nsec

ured

No

fixe

d pe

riod

or re

paym

ent

term

sN

/A

Att

acq

Sinc

o In

vest

men

ts S

ix

Prop

rieta

ry L

imite

dIn

ter-

com

pany

loan

acc

ount

–

asso

ciat

e of

Att

acq

Fund

ing

for d

evel

opin

g M

all

of N

amib

ia.

62 1

73N

ilU

nsec

ured

No

fixe

d pe

riod

or re

paym

ent

term

sN

/A

Att

acq

Gee

lhou

tboo

m E

stat

e Pr

oprie

tary

Lim

ited

Inte

r-co

mpa

ny lo

an a

ccou

nt

– as

soci

ate

of A

ttac

qFu

ndin

g15

149

Nil

Uns

ecur

edN

o fi

xed

perio

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134

Ann

exur

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DE

TA

ILS

OF

AC

QU

ISIT

ION

S A

ND

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OR

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men

ts a

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by t

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rs p

rece

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last

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pert

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and

inve

stm

ents

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acqu

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are

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e ta

ble

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geth

er w

ith th

e na

mes

and

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es o

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ven

dors

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able

pro

pert

ies a

nd/o

r sec

uriti

es p

urch

ased

by

Att

acq

and/

or it

s sub

sidia

ries a

nd th

e co

nsid

erat

ion

paid

by

the

vend

ors.

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side

rati

on (

R)

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asse

t acq

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acq’

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tere

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† T

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ate

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pro

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prio

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n tr

ansf

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lace

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ffec

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date

s in

the

tabl

e ab

ove,

with

the

exce

ptio

n of

acq

uisit

ion

num

ber 8

, ref

lect

the

effe

ctiv

e da

te o

f the

tran

sact

ion.

137

Annexure 13

FINANCIAL INFORMATION REQUIRED IN TERMS OF REGULATION 79 OF THE COMPANIES ACT IN RESPECT OF ATTACQ

In terms of Regulation 79 of the Companies Act, Annexure 13 includes the historical profits of Attacq for the preceding three financial periods being the nine months ended 31 March 2013 and the years ended 30 June 2012 and 30 June 2011 as well as its statement of financial position as at 31 March 2013.

Extract from the statement of comprehensive income of the group

Financial year ended

30 June 2011R’000

Financial year ended

30 June 2012R’000

Nine months ended

31 March 2013R’000

Continued operations:Gross rental income 256 277 639 856 429 607Operating profit/(loss) 60 930 (2 507 654) 172 052Profit before tax 844 636 745 422 663 619Profit after tax 757 258 560 381 531 804Profit from discontinued operations, net of taxation 61 429 24 436 29 934Dividends declared/paid – – –

The operating loss for the year ended 30 June 2012 includes the write-down of the earlier investment in Attfund Limited.

Extract from the statement of comprehensive income of the company

Financialyear ended

30 June 2011R’000

Financialyear ended

30 June 2012Restated

R’000

Nine monthsended

31 March 2013R’000

Continued operations:Gross rental income 135 932 176 632 31 999Operating profit/(loss) 61 866 (2 585 638) (103 837)Profit before tax 26 323 1 405 720 5 705Loss/(profit) after tax (14 361) 1 228 462 2 824Profit from discontinued operations 68 786 66 688 21 859Other comprehensive income/(loss), net of taxation 544 122 (753 834) 465 400Dividends declared/paid – – –

The operating loss for the year ended 30 June 2012 includes the write-down of the earlier investment in Attfund Limited.

138

Extract from the statement of financial position of the company and the group as at 31 March 2013

CompanyR’000

GroupR’000

ASSETSNon-current assets 3 305 491 10 402 446Property, plant and equipment 333 3 537Investment properties 316 085 9 059 502Straight-line lease debtor 9 414 118 889Deferred initial lease expenditure 6 942 6 946Investment in associates 715 327 1 155 395Investment in subsidiaries 2 199 477 –Other investments 57 913 57 913Deferred tax assets – 264Current assets 3 585 245 1 207 116Inventories – 41 660Taxation receivable – 4 349Trade and other receivables 8 560 86 023Loans to associates and joint ventures 840 480 878 019Loans to subsidiaries 2 605 388 –Other financial assets 44 971 46 891Cash and cash equivalents 85 846 150 174Non-current assets classified as held for sale 689 271 962 488

Total assets 7 580 007 12 572 050

EQUITY AND LIABILITIESEquity attributable to owners of the holding company 5 502 481 5 181 247Issued capital and share premium 2 808 061 2 196 594Distributable reserves 1 479 627 2 979 846Available-for-sale reserve 1 209 991 –Equity-settled employee benefit reserve 4 802 4 802Foreign currency translation reserve – 5Minority interests – 354 277

Total equity 5 502 481 5 535 524

LiabilitiesNon-current liabilities 661 971 4 950 858Long-term borrowings and other financial liabilities 278 139 3 572 115Deferred tax liabilities 309 362 688 644Provision for liabilities relating to associates 63 378 63 378Provision for liabilities relating to subsidiaries 11 092 –Finance lease liability – 626 721Current liabilities 1 183 555 1 686 145Loans from subsidiaries 498 890 –Finance lease liability – 6 480Taxation payable 43 070 48 427Trade and other payables 46 811 276 047Provisions – 17 491Current portion of long-term borrowings and other financial liabilities 594 784 1 337 700Non-current liabilities directly associated with assets held for sale 232 000 399 523

Total liabilities 2 077 526 7 036 526

Total equity and liabilities 7 580 007 12 572 050

139

Annexure 14

REPORT BY THE AUDITOR IN TERMS OF REGULATION 79 OF THE COMPANIES ACT IN RESPECT OF ATTACQ

“The DirectorsAttacq LimitedThe Parkdev Building2nd Floor Brooklyn Bridge570 Fehrsen StreetBrooklyn0181

INDEPENDENT AUDITOR’S REPORT IN TERMS OF REGULATION 79 OF THE COMPANIES ACT OF SOUTH AFRICA ON THE FINANCIAL INFORMATION INCLUDED IN THE PROSPECTUS

Introduction

Deloitte & Touche are the appointed auditors of Attacq Limited (“the Company”). Regulation 79 of the Companies Act of South Africa requires us to report on the following financial information (“financial information”), which is included in the prospectus of the Company to be issued on or about 7 October 2013:• The consolidated and separate profits or losses of the company in respect of the 9 months ended 31 March 2013 and years ended

30 June 2012 and 30 June 2011 in Annexure 13 of the prospectus;• The consolidated and separate assets and liabilities of the company as at 31 March 2013, as set out in Annexure 13 to the prospectus;• The dividends paid by the Company in respect of each class of securities for the 9 months ended 31 March 2013 and financial years

ended 30 June 2012 and 30 June 2011 as set out in Annexure 13 to the prospectus, including particulars of each class of share on which dividends were paid and cases where no dividends were paid in respect of a particular class of shares.

The financial information has been extracted from the audited consolidated financial statements of the Company for the 9 months ended 31 March 2013 and the years ended 30 June 2012 and 30 June 2011, which were prepared in accordance with International Financial Reporting Standards and the Companies Act of South Africa. We expressed an unqualified audit opinion on those audited consolidated financial statements in our reports dated 9 September 2013, 7 November 2012 and 7 November 2011, based on our audit which was conducted in accordance with International Standards on Auditing.

This financial information does not reflect the effects of events that may have occurred subsequent to the date of our audit report on those audited consolidated annual financial statements. Furthermore, the financial information does not contain all the disclosures required by the International Financial Reporting Standards and the requirements of the Companies Act of South Africa and therefore reading the financial information is not a substitute for reading the audited consolidated financial statements of the Company.

Extraction of financial information

As a result of the financial information being extracted from the audited consolidated financial statements, we can report that in the context of the audit performed on these annual financial statements:• The financial information is not materially misstated and is prepared on a basis consistent with the Companies Act of South Africa;• The debtors and creditors included in the financial information did not include any material amounts that were not trade accounts;• The provision for doubtful debts included in the financial information did not appear to be materially misstated;• The provisions for inventory obsolescence or inventory overvaluation did not appear to be materially misstated; and• In respect of the consolidated financial information, the intercompany profits have been eliminated.

Responsibility of the directors for the financial information

The directors are responsible for the audited consolidated financial statements, the extraction of the financial information therefrom, and the presentation of the financial information in accordance with the requirements of the Companies Act of South Africa.

REPORT OF FACTUAL FINDINGS ON THE MATERIAL CHANGES IN THE ASSETS AND LIABILITIES

In accordance with Regulation 79(4)(b)(v) we are required to include a statement in our report, as to whether there have been any material changes in the assets and liabilities of the Company and its subsidiaries since the consolidated 9 month financial statements dated 31 March 2013.

As a result, we have performed the following procedures which were agreed with you:

• We reviewed the latest management accounts including the consolidated management accounts of the Company and compared the categories of assets and liabilities to the consolidated statement of financial position dated 31 March 2013. Where movements in the assets and liabilities were in excess of 20%, these have been reported in the findings below.

140

• We reviewed minutes of meetings of the board of directors of the Company and its subsidiaries since 31 March 2013 to identify any matters regarding material changes in the assets and liabilities, such as the sale or purchase of a significant asset.

• We obtained a letter of representation from management confirming that there have been no material changes in the assets and liabilities of the Company and its subsidiaries since 31 March 2013.

Our engagement was undertaken in accordance with the International Standard on Related Services (ISRS) 4400: Engagements toPerformAgreed-UponProceduresRegardingFinancialInformation. The procedures were performed solely to assist you in complying with Regulation 79(4)(b)(v) of the Companies Act of South Africa.

Responsibilities of the directors

The directors have the responsibility for the accuracy and completeness of the records, documents, explanations and other information provided to us for the purpose of performing the procedures and for determining whether the nature and scope of our work specified in this factual findings report is sufficient for the purposes of evaluating the material changes in the assets and liabilities of the Company and its subsidiaries.

Responsibilities of the auditor

An agreed upon procedure engagement involves applying our expertise to perform procedures as agreed by us and the directors and reporting the factual findings from the procedures performed. We have complied with relevant ethical requirements, including the principles of integrity, objectivity, professional competence and due care.

Since an agreed upon procedure engagement is not an assurance engagement, we are not required to verify the accuracy or completeness of the information management has provided to us to complete the agreed upon procedure engagement. Because the above procedures do not constitute either an audit or a review made in accordance with International Standards on Auditing or International Standards on Review Engagements, we do not express any assurance on the material changes in the assets and liabilities of the Company and its subsidiaries. Had we performed additional procedures or had we performed an audit or review of the financial statements in accordance with International Standards on Auditing or International Standards on Review Engagements, other matters might have come to our attention that would have been reported.

Findings

We report our findings as follows:

• On 9 September 2013, we compared the below categories of assets and liabilities per the management accounts for the year ended 30 June 2013 to the consolidated statement of financial position for the period ended 31 March 2013. – Non-current assets; – Current assets; – Non-current assets classified as held for sale; – Non-current liabilities; – Current liabilities; and – Non-current liabilities directly associated with assets classified as held for sale.

• For these categories of assets and liabilities, no movements in excess of 20% were identified.

Our findings relate only to the accounts and items specified above and do not extend to any financial statements of the Company taken as a whole.

Consent

We consent to the inclusion of this report, which will form part of the prospectusto the shareholders of Attacq Limited, to be issued on or about 7 October 2013, in the form and context in which it appears. Our report should not to be used for any other purpose or be distributed to any other parties.

Deloitte & ToucheRegistered AuditorPer: Z JasperPartner

Deloitte & ToucheRegistered AuditorsRiverwalk Office Park, Block B41 Matroosberg Road, Ashlea Gardens X6Pretoria, 0081(PO Box 11007, Hatfield, 0028)

19September2013”

141

Annexure 15

FORECAST STATEMENTS OF COMPREHENSIVE INCOME OF THE ATTACQ GROUP

Set out below are the forecast statements of comprehensive income of the Attacq group (“forecasts”), incorporating the aggregated property portfolio, for the years ending 30 June 2014 and 30 June 2015 (“forecast periods”).

The forecasts, including the assumptions on which they are based and the financial information from which they are prepared, are the responsibility of the directors. The forecasts must be read in conjunction with the Independent Reporting Accountant’s limited assurance report thereon which is attached as Annexure 16. The forecasts have been prepared in compliance with IFRS and in accordance with the Group’s accounting policies as set out in Annexure 20.

R’000

Forecast for theyear ending

30 June 2014


30 June 2015

Continuing operationsGross rental income 836 434 1 163 467

Rental income 732 936 1 021 753Straight-line lease income adjustments 103 498 141 714

Property expenses (239 268) (289 922)

Net rental income 597 166 873 545Other income 12 770 147Operating and other expenses (42 609) (63 449)

Operating profit before fair value adjustments 567 327 810 243Fair value adjustments 959 416 978 868

Investment properties 521 860 773 040Investment properties under development 437 556 205 828

Net income from associates 81 123 94 183

Profit before finance costs, investment income and capital items 1 607 866 1 883 294Investment income 39 661 41 806Finance costs (539 609) (666 963)

Other finance costs (424 436) (566 310)Finance lease interest (115 173) (100 653)

Profit before capital items 1 107 918 1 258 137Profit on disposal of investment property 51 466 –Loss on disposal of subsidiary (1 195) –Profit on disposal of associate 21 500 –Loss on disposal of other investment (89 814) –Gain arising on bargain purchase adjustment 41 647 –

Profit before taxation 1 131 522 1 258 137Taxation (230 262) (244 120)

Current tax (19 896) (23 461)Deferred tax (173 324) (220 659)Capital Gains Tax (37 042) –

Profit for the year from continuing operations 901 260 1 014 017Discontinued operationsProfit from discontinued operations (net of tax) 34 655 18 324

Sold during the year (9 503) –Held for sale at the end of the year 44 158 18 324

Total comprehensive income for the year 935 915 1 032 341

Attributable to:Owners of the company 828 154 841 899Non-controlling interests 107 761 190 442

142

R’000


30 June 2014


30 June 2015

Reconciliation between earnings, headline earnings and distributable earnings:Total comprehensive income attributable to owners 828 154 841 899Adjusted for (net of tax and non-controlling interests):

Fair value adjustments (713 623) (645 673)Profit on disposal of investment property (41 869) –Loss on disposal of subsidiary 972 –Profit on disposal of associate (26 838) –Loss on disposal of other investment 73 065 –Gain arising from bargain purchase (41 647) –

Headline earnings 78 214 196 226Straight-line lease income adjustments (64 657) (84 793)Finance lease adjustments 65 895 55 268

Finance lease interest 68 540 59 347Actual lease payments (2 645) (4 079)

Net income from associates (66 569) (76 620)

Distributable earnings 12 883 90 081

Number of shares in issue (’000) 571 953 571 953Weighted average number of shares in issue (’000) 547 110 571 953Earnings per share– from continuing and discontinued operations (cents) 151.37 147.20– from continuing operations (cents) 145.03 143.99– from discontinued operations (cents) 6.34 3.21Headline earnings per share– from continuing and discontinued operations (cents) 13.67 34.31– from continuing operations (cents) 13.84 33.99– from discontinued operations (cents) (0.17) 0.32

Notes:

Continuing operations represent the forecasts for Attacq’s “core” properties which are further broken down into those properties that are operational for the entire forecast and those that come into operation during a forecast year. A more detailed breakdown of the forecast operational profit for each of the forecast years is provided below:

1. DETAIL ON CONTINUING OPERATIONS FORECAST FOR THE YEAR ENDING 30 JUNE 2014

R’000

Investmentproperties

(held for fullfinancial year)

Investmentproperties

(held for partialfinancial year)

Forecastfor the

year ending30 June 2014

Continuing Operations

Gross rental income 665 923 170 511 836 434

Rental income 605 927 127 009 732 936Straight line lease income adjustments 59 996 43 502 103 498

Property expenses (206 482) (32 786) (239 268)

Net rental income 459 441 137 725 597 166

Valuation as at 30 June 2013 5 406 151 1 503 110 6 909 261

1.1 “Investment properties (held for full financial year)” comprises the following:

Property% of property

consolidated% effective non-

controlling interest

Glenfair Boulevard 100.0 –Eikestad Mall 80.0 14.4Andringa Walk 100.0 18.0Mill Square 80.0 14.4Mooirivier Mall 100.0 18.0Brooklyn Mall 25.0 4.5Lynnwood Bridge 100.0 –Garden Route Mall 100.0 20.0Massbuild Distribution Centre 100.0 –

143

1.2 “Investment properties (held for partial financial year)” comprises the following:

Developments% of property

consolidated

% effective non-controlling

interest Inclusion dateRental income

(R’000)

Cell C Campus 100.0 14.1 1 December 2013 43 917Group 5 100.0 14.1 1 January 2014 24 823Golder & Associates 50.0 7.0 1 January 2014 3 406Attacq Building 50.0 7.0 1 February 2014 2 957Lynnwood Bridge Phase III 100.0 – 1 April 2014 6 882

Acquisitions% of property

consolidated


interest Acquisition dateRental income

(R’000)

Brooklyn Bridge 100.0 – 31 October 2013 45 024

Total 127 009

2. DETAIL ON CONTINUING OPERATIONS FORECAST FOR THE YEAR ENDING 30 JUNE 2015

R’000

Investment properties (held for full

financial year)

Investment properties (held for partial

financial year)

Forecast for the year ending

30 June 2015

Continuing operations

Gross rental income 1 025 172 138 295 1 163 467

Rental income 912 761 108 992 1 021 753Straight-line lease income adjustments 112 411 29 303 141 714

Property expenses (269 901) (20 021) (289 922)

Net rental income 755 271 118 274 873 545

2.1 “Investment properties (held for full financial year)” comprises the following:

Property% of property consolidated


interest

Glenfair Boulevard 100.0 –Eikestad Mall 80.0 14.4Andringa Walk 100.0 18.0Mill Square 80.0 14.4Mooirivier Mall 100.0 18.0Brooklyn Mall 25.0 4.5Lynnwood Bridge 100.0 –Garden Route Mall 100.0 20.0Massbuild Distribution Centre 100.0 14.1Brooklyn Bridge 100.0 –Cell C Campus 100.0 14.1Group 5 100.0 14.1Golder & Associates 50.0 7.0Attacq Building 50.0 7.0Lynnwood Bridge Phase III 100.0 –

2.2 “Investment properties (held for partial financial year)” comprises the following:

Developments% of property

consolidated


interest Inclusion dateRental income

(R’000)

Newtown 100.0 37.5 1 October 2014 95 605The Majestic 100.0 37.5 1 September 2014 13 387

Total 108 992

144

3. DISCONTINUED OPERATIONS

Discontinued Operations represent properties that have been sold during the forecast period or are classified as available for sale. Attacq has disposed of or will dispose of the following at the specified dates during the forecast period:

Property Disposal date

Sanridge Square 20 August 2013Harlequins Office Park 23 August 2013Atterbury House 30 September 2013MB Technologies 30 November 2013

Great Westerford and De Ville are classified as held for sale and have been included under discontinued operations for the entire forecast period on the assumption that the directors remain committed to the plan to dispose of these properties in the future and that all other requirements of IFRS5:Non-currentAssetsHeldforSaleandDiscontinuedOperations are being met.

ASSUMPTIONS

The forecasts incorporate the following material assumptions in respect of revenue and expenses that can be influenced by the directors:

1. Attacq’s management forecasts for the years ending 30 June 2014 and 30 June 2015 are based on analysis of historical information and information provided by Attacq’s internal and external property managers;

2. Attacq will acquire the following subsidiaries:

– Brooklyn Bridge Office Park Proprietary Limited, owner of the property known as Brooklyn Bridge, effective 31 October 2013, by acquiring the remaining 75% it does not already own; and

– AAM, effective 31 October 2013;

3. the following properties under development come into operation during the forecast periods and have been valued by the independent property valuers:

– Cell C Campus – 1 December 2013;

– Group 5 – 1 January 2014;

– Maxwell Office Park – Golder & Associates – 1 January 2014;

– Maxwell Office Park – Attacq Building – 1 February 2014;

– Maxwell Office Park – Premier Foods – 1 June 2014;

– Lynnwood Bridge Office Park (Phase III) – 1 April 2014;

– The Majestic – 1 September 2014; and

– Newtown – 1 October 2014;

With the exception of Maxwell Office Park – Premier Foods, the forecasts for these properties include the related revenues, operating costs, interest and taxation;

4. the following properties under development come into operation during the forecast periods and have been valued based on management assumptions regarding net rental income, capitalisation rates, total costs of development and time to completion:

– Waterfall Corner – 1 March 2014;

– Dräger – 1 June 2014;

– Maxwell Office Park – Premier Foods – 1 June 2014; and

– City Lodge – 1 November 2014.

For these properties only fair values adjustments and related taxation have been taken into account in the forecasts;

5. contracted revenue is based on existing lease agreements including stipulated increases, all of which are valid;

6. uncontracted revenue comprises 9.3% and 15.5% of rental income for the years ending 30 June 2014 and 30 June 2015, respectively, made up as follows:

– properties operational for the forecast periods comprise 8.5% and 14.2% of rental income for the years ending 30 June 2014 and 30 June 2015, respectively;

– properties under development which come into operation during the forecast periods or are acquired during the forecast periods comprise 0.8% and 1.3% of rental income for the years ending 30 June 2014 and 30 June 2015, respectively;

7. current vacant space has been forecast on a property-by-property basis and has been assumed to remain vacant unless it is deemed probable that such space will be let, in which case rental is forecast at prevailing market rates;

8. leases expiring during the forecast periods have been forecast on a lease-by-lease basis, and have been assumed to renew at current market rates unless the lessee has indicated its intention to terminate the lease;

9. property operating expenditure has been forecast on a line-by-line basis for each property based on management’s review of historical expenditure and discussion with the Property Manager;

10. fair value adjustments to:

– investment properties have been forecast based on expected net property incomes and capitalisation rates used by the independent property valuers at 30 June 2013 as set out in Annexure 8; and

– investment properties under development have been forecast in accordance with Attacq’s accounting policies as more fully set out in Annexure 20. External valuers value properties under development with reference to the fair value at date of completion adjusted for the actual costs still to be incurred. Attacq applies a more conservative approach when recognising the fair value of properties under construction in its financial statements in that the total fair value gain or loss (being the difference between the actual costs incurred and the fair value of the property on the date of completion) is recognised over the period of construction taking into account the percentage of completion; i.e. the percentage applied in recognising the fair value gain or loss will equal the percentage of completion of the property.

The forecasts incorporate the following material assumptions in respect of revenue and expenses that cannot be influenced by the directors:

1. existing interest-bearing borrowings advanced by various South African banks and financial institutions, will incur interest at the current prevailing interest rates;

2. the gross rights offer proceeds of R580 million are utilised to settle short-term liabilities;

3. it has been assumed that in terms of the private placement, 53.3 million Attacq shares are issued at R15.00 per Attacq share raising gross proceeds of R800 million;

4. the combined gross private placement proceeds of R800 million are assumed to be applied as follows:

– to settle restructuring and issue expenses of R24.2 million;

– to settle short-term debt of R275.8 million; and

– the balance of R500 million held in cash for later deployment into developments; and

5. there will be no unforeseen economic factors that will affect the lessees’ abilities to meet their commitments in terms of existing lease agreements.

145

Material items of expenditure within the property expenses line item include:

• R79 million in electricity and R66 million in rates in respect of the year ending 30 June 2014;

• R113 million in electricity and R103 million in rates in respect of the year ending 30 June 2015;

Rates are expected to increase by more than 15% from historical cost due to the increase in the size of the portfolio.

The forecasts incorporate Attacq’s proportionate share of forecast total comprehensive income of the following associates:

• Atterbury Africa;

• Atterbury Property;

• Bagaprop Limited;

• Mall of Mauritius at Bagatelle Limited;

• MAS;

• Brooklyn Bridge Office Park Proprietary Limited (prior to acquisition of the remaining 75% effective 31 October 2013);

• REACH;

• Sinco Investments Six Proprietary Limited; and

• Travenna Development Company Proprietary Limited.

146

Annexure 16

INDEPENDENT REPORTING ACCOUNTANT’S ASSURANCE REPORT ON THE FORECAST STATEMENTS OF COMPREHENSIVE INCOME OF THE ATTACQ GROUP

“The DirectorsAttacq LimitedThe Parkdev Building2nd Floor, Brooklyn Bridge570 Fehrsen StreetBrooklyn0181

INDEPENDENT REPORTING ACCOUNTANT’S ASSURANCE REPORT ON THE PROPERTY FORECAST INCLUDED IN THE PROSPECTUS

We have examined the property forecast statements of comprehensive income and the underlying assumptions of Attacq Limited (“the Company” or “the Group”) for the financial years ending30 June 2014and 30 June 2015, as set out in Annexure 15 to the prospectus to the Company’s unitholders to be dated on or around 7 October 2013, and the forecast vacancy profile, by sector and by gross lettable area and the forecast lease expiry profile based on existing lease agreements, as set out in paragraph 3.9 of the prospectus (collectively “forecast information”).

The forecast information has been prepared and presented in accordance with the JSE Listings Requirements. In terms of the JSE Listings Requirements, the forecast statements of comprehensive income must be prepared on an aggregated basis for the property portfolio on the basis of the future accounting policies of the Group which must be in accordance with International Financial Reporting Standards.

Directors’ responsibility

The directors are responsible for the preparation and presentation of the forecast information in accordance with the JSE Listings Requirements, including the assumptions set out in Annexure 15, on which it is based, and for the financial information from which it has been prepared. This responsibility includes determining whether:

• The assumptions, barring unforeseen circumstances, provide a reasonable basis for the preparation of the forecast information;

• The forecast information has been properly compiled on the basis stated;

• The forecast information has been properly presented and that all material assumptions are adequately disclosed; and

• The forecast information is presented on a basis consistent with the accounting policies of the Group.

Reporting accountant’s responsibility

Our responsibility is to express a limited assurance conclusion on the reasonableness of the assumptions used in the forecast information and whether the forecast information has been prepared on the basis of those assumptions and is presented in accordance with the JSE Listings Requirements, based on the procedures we have performed and the evidence we have obtained.

We conducted our assurance engagement in accordance with the International Standard on Assurance Engagement (“ISAE”) 3400: TheExaminationofProspectiveFinancialInformation, issued by the International Auditing and Assurance Standards Board and the SAICA circular entitled “The reporting accountant’s reporting responsibilities in terms of section 13 of the Listings Requirements of the JSE Limited”.This standard requires that we plan and perform the engagement to obtain sufficient appropriate evidence on which to base our limited assurance conclusion as to whether or not:

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

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

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

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

• The property forecast reflects a profit before taxation of more than R8 million after taking into account the headline earnings adjustments and before any distributions to security holders as required by JSE Listings Requirements 13.3(a).

In a limited assurance engagement, the evidence-gathering procedures vary in nature from, and are less in extent than for a reasonable assurance engagement and, therefore, less assurance is obtained than in a reasonable assurance engagement. We believe that the evidence obtained is sufficient and appropriate to provide a basis for our limited assurance conclusion.

147

Information and sources of information

In arriving at our conclusion, we have relied upon forecast financial information prepared by management of the Group and other information from various public, financial and industry sources.

The principal sources of information used in arriving at our conclusion are as follows:

• The audited historical financial information of the Group for the 9 months ended 31 March 2013 and year ended 30 June 2012.

• Management prepared forecasts for the years ending 30 June 2014and30 June 2015.

• Discussions with the management of the Groupregarding the forecasts presented.

• Discussions with management of the Groupregarding the prevailing market and economic conditions.

• Discussions with the property managers with regard to the forecast expenses.

• Lease agreements for a sample of the leases as set out below.

• Valuation reports in respect of some of the properties.

• Property management agreements, asset management agreements, acquisition agreements, agreements with promoters and debenture trust deed.

• Term sheets and loan agreements from bankers.

Procedures

In arriving at our limited assurance conclusion we performed the following procedures and evaluated the overall presentation of the forecast information:

Rental income

• The forecast contracted rental income streams per the profit forecast, were selected for a sample of properties and agreed to the underlying lease agreements. The total coverage obtained was 75% of the forecast contracted rental income.

• The rental income streams from the above sample were recalculated to test the accuracy of the information contained in the profit forecast.

• For that same sample of properties, forecast recoveries were compared to historical recoveries and the forecast operating expenditure to test for reasonableness. The terms of the leases were considered so as to test that the basis of the recoveries was correct.

• Forecast rental income resulting from profit warranties provided by the seller was agreed to the relevant purchase agreement.

• Existing lease agreements that will expire during the period under review were discussed individually with the property managers. Unless the existing tenant has indicated that it intends to vacate the premises, it has been assumed that the existing tenant will renew the lease agreement and the resultant uncontracted rental income has been included in the forecast.

• Space that is currently empty has been excluded from the forecast except where the property manager has demonstrated that the vacant space is in the process of being let but that the lease agreement in that regard had not been signed on the date of posting the prospectus.

• The vacancy levels per the forecast model were compared to the historical vacancy levels to test for reasonableness. Uncontracted rental income comprises 9.3% and 15.5% of the total forecast revenue for the years ending30 June 2014 and 30 June 2015 respectively.

Rental income (development properties)

• The business plan in connection with the property development was reviewed and discussed with the property developer.

• The levels of expected tenancy and the forecast rental escalations were compared to the market averages to test for reasonableness.

• Letters of consent from potential tenants were reviewed and discussed on an individual basis with the property developer and the future property manager.

• The forecast rental income was compared to the historical revenues of similar listed companies to test for reasonableness, and explanations were obtained for significant differences.

Expenses

For a sample of properties, forecast expenses were compared to the historical expenses and explanations were obtained for any significant differences. The total expenses tested amounted to 72% and 72% of the total forecast expenses for the years ending 30 June 2014 and 30 June 2015, respectively.

The detailed forecast expenditure was reviewed to ensure that all material expenditure items, as required by paragraphs 13.6 (a)(v) of the JSE Listings Requirements, were disclosed.

Portfolio expenses

The forecast interest income, interest expense, property management fees and other portfolio expenses were assessed for reasonableness and, where applicable, recalculated.

148

Application of accounting policies

We ascertained that the accounting policies to be applied by the Group in the future were applied consistently in arriving at forecast income, and that they are in compliance with International Financial Reporting Standards.

Model review

We determined that the assumptions tested in the procedures described above were those used in the forecast model.

Vacancy profile and lease expiry profile

We compared the vacancy profile and lease expiry profile included in paragraph 3.9 of the prospectus to the vacancy profile and lease expiry profile in the model.

Inherent limitations

Achievability of the results

The forecast information is based on assumptions about events that may occur in the future and possible actions by the Group. It is highly subjective in nature and its preparation requires the exercise of considerable judgement. While evidence may be available to support the assumptions on which the forecast information is based, such evidence is itself generally future oriented and, therefore, speculative in nature. Therefore we are unable to express an opinion as to whether the results shown in the forecast information will be achieved.

Accuracy of the information

The objective of our engagement is to provide a limited assurance conclusion on the reasonableness of the assumptions used in the forecast information, whether the forecast information has been prepared on the basis of those assumptions and is presented in accordance with the JSE Listings Requirements. We have relied upon and assumed the accuracy and completeness of the information provided to us in writing, or obtained through discussions from the management of the Group. While our work has involved an analysis of historical financial information and consideration of other information provided to us, our assurance engagement does not constitute an audit or review of historical financial information conducted in accordance with International Standards on Auditing or International Standards on Review Engagements. Accordingly, we do not express an audit or review opinion thereon and assume no responsibility and make no representations in respect of the accuracy or completeness of any information provided to us, in respect of the property forecast and relevant information included in the prospectus.

Limited Assurance Conclusion

Based on our examination of the evidence obtained, nothing has come to our attention that causes us to believe that:• The assumptions, barring unforeseen circumstances, do not provide a reasonable basis for the preparation of the forecast information;• The forecast information has not been properly compiled on the basis stated;• The forecast information has not been properly presented in accordance with the JSE Listings Requirements and all material

assumptions are not adequately disclosed; and• The forecast information is not presented on a basis consistent with the accounting policies of the Company or 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 variation may be material.

Restriction on Distribution

Our report and the conclusion contained herein is provided solely for the benefit of the directors of the Companyand existing and prospective unitholders of the Group for the purpose of their consideration of the listing of the Company on the Johannesburg Stock Exchange. This letter is not addressed to and may not be relied upon by any other third party for any purpose whatsoever.

Consent

We consent to the inclusion of this report, which will form part of the prospectusto the unitholders of the Company, to be issued on or about 7 October 2013, in the form and context in which it appears.

Deloitte & ToucheRegistered AuditorsPer: Z JasperPartner


19September2013”

149

Annexure 17

CONSOLIDATED PRO FORMA STATEMENT OF FINANCIAL POSITION OF ATTACQ

Set out below is the consolidated proforma statement of financial position of Attacq based on the audited statement of financial position of Attacq as at 31 March 2013. The consolidated proforma statement of financial position has been prepared to reflect the financial position of Attacq after adjusting for the Attvest transaction, rights offer, Atterbury House disposal, Sanridge disposal, Atterbury Theatre disposal, APC disposal, Brooklyn Bridge acquisition, AAM acquisition, Arctospark restructure, Artisan disposal, MBT disposal, the increase in AWIC shareholding, sundry share capital transactions and the private placement (collectively, “the adjustments”), on the assumption that the adjustments took place on 31 March 2013 and on the basis set out in the notes to the consolidated proforma statement of financial position below.

The consolidated pro forma statement of financial position is the responsibility of the directors of Attacq and has been prepared for illustrative purposes to illustrate the effects of the adjustments on Attacq’s financial position at 31 March 2013. Due to the nature of the consolidated proforma statement of financial position, it may not give a fair reflection of the financial position, changes in equity, results of operations or cash flows of Attacq after the adjustments.

The independent reporting accountant’s report on the consolidated proforma statement of financial position is set out in Annexure 18. The independent reporting accountant’s report on the value and existence of the assets and liabilities to be acquired by the company is set out in Annexure 19.

The consolidated proforma financial information has been prepared in terms of IFRS, The Guide on Proforma Financial Information issued by SAICA and the accounting policies of the company set out in Annexure 20.

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1M

arch

201

3

Not

es:

1.

The

“B

efor

e” c

olum

n is

extr

acte

d fr

om th

e au

dite

d fin

anci

al st

atem

ents

of A

ttac

q fo

r the

nin

e m

onth

s end

ed 3

1 M

arch

201

3 as

set o

ut in

Ann

exur

e 20

. The

fina

ncia

l sta

tem

ents

wer

e au

dite

d by

Del

oitt

e &

Tou

che

who

issu

ed a

n un

qual

ifie

d au

dit o

pini

on.

2.

Rep

rese

nts t

he r

eim

plem

enta

tion

of t

he t

rans

actio

n en

tere

d in

to b

etw

een

Att

acq

and

Att

vest

as a

ppro

ved

by A

ttac

q sh

areh

olde

rs a

t the

Att

acq

shar

ehol

ders

’ mee

ting

held

on

27 A

ugus

t 201

3 an

d as

mor

e fu

lly s

et o

ut in

not

e 5

of A

nnex

ure

20. I

n te

rms o

f the

app

rova

l gra

nted

by

Att

acq

shar

ehol

ders

, sha

res p

revi

ously

issu

ed to

Att

vest

wer

e ef

fect

ivel

y ca

ncel

led

and

repl

aced

with

new

shar

es. T

he sh

are

valu

e of

the

new

ly is

sued

Att

acq

shar

es w

as h

ighe

r tha

n th

e or

igin

al tr

ansa

ctio

n an

d re

sulte

d in

an

incr

ease

in th

e to

tal e

quity

of A

ttac

q.

3.

Rep

rese

nts t

he is

sue

of 5

0 43

4 78

3 sh

ares

at a

pric

e of

R11

.50

per s

hare

in te

rms o

f the

Att

acq

righ

ts o

ffer

that

took

pla

ce d

urin

g Ju

ly 2

013,

raisi

ng a

tota

l of R

580.

0 m

illio

n. T

he fu

ll pr

ocee

ds w

ere

appl

ied

to se

ttle

shor

t-ter

m th

ird p

arty

deb

t ow

ing

by A

ttac

q. N

o br

eak

cost

s wer

e in

curr

ed

on th

e ea

rly se

ttle

men

t the

reof

.

4.

Rep

rese

nts

the

disp

osal

of

th

e A

tter

bury

H

ouse

pr

oper

ty

by

Att

acq

to

Asc

ensio

n Pr

oper

ties

Lim

ited

(“A

scen

sion

”),

effe

ctiv

e on

1

Oct

ober

20

13,

for

an

amou

nt

of

R34

1.0

mill

ion.

T

he

net

proc

eeds

of

R

337.

7 m

illio

n af

ter

sale

s co

mm

issio

n of

R

3.3

mill

ion

wer

e us

ed

to

sett

le

debt

of

R

132.

0 m

illio

n ad

vanc

ed

agai

nst

the

prop

erty

w

ith

the

bala

nce

of

R20

5.7

mill

ion

held

in

ca

sh.

The

fin

anci

al

info

rmat

ion

pert

aini

ng

to

the

Att

erbu

ry

Hou

se

asse

ts

and

liabi

litie

s ha

s be

en

extr

acte

d fr

om

the

audi

ted

finan

cial

st

atem

ents

of

A

ttac

q as

at

31

M

arch

20

13

as

set

out

in

Ann

exur

e 20

w

hile

th

e sa

les

valu

e an

d te

rms

of

disp

osal

ha

ve

been

ex

trac

ted

from

th

e sig

ned

agre

emen

t en

tere

d in

to

betw

een

Att

acq

and

Asc

ensio

n.

Furt

her

deta

ils

are

set

out

in

para

grap

h 1.

1 of

Ann

exur

e 10

.

5.

Rep

rese

nts

the

disp

osal

of

th

e Sa

nrid

ge

Squa

re

prop

erty

by

A

ttac

q to

R

apfu

nd,

effe

ctiv

e 31

Ju

ly

2013

, fo

r an

am

ount

of

R

103.

5 m

illio

n,

bein

g th

e di

spos

al

pric

e of

R

98.6

m

illio

n es

cala

ted

at

a ra

te

of

7.9%

pe

r an

num

fr

om

1 Ja

nuar

y 20

13

until

20

Aug

ust 2

013,

the

date

of t

rans

fer o

f the

pro

pert

y. T

he fi

nanc

ial i

nfor

mat

ion

pert

aini

ng to

the

Sanr

idge

Squ

are

prop

erty

has

bee

n ex

trac

ted

from

the

audi

ted

finan

cial

stat

emen

ts o

f Att

acq

as a

t 31

Mar

ch 2

013

as se

t out

in A

nnex

ure

20 w

hile

the

term

s and

sale

s val

ue o

f the

tran

sact

ion

have

bee

n ex

trac

ted

from

the

signe

d ag

reem

ent e

nter

ed in

to b

etw

een

Att

acq

and

Rap

fund

. Fur

ther

det

ails

are

set o

ut in

par

agra

ph 2

.2 o

f Ann

exur

e 10

.

6.

Rep

rese

nts t

he d

ispos

al o

f the

Att

erbu

ry T

heat

re p

rope

rty

held

by

Lynn

woo

d Br

idge

Off

ice

Park

Pro

prie

tary

Lim

ited

(“Ly

nnw

ood

Bri

dge

Off

ice

Par

k”),

a w

holly

-ow

ned

subs

idia

ry o

f Att

acq,

to th

e pu

blic

ben

efit

orga

nisa

tion

know

n as

Att

erbu

ry T

rust

(“A

tter

bury

Tru

st”)

, eff

ectiv

e 25

Ju

ne 2

013,

for a

n am

ount

of R

42.3

mill

ion.

The

disp

osal

was

sett

led

by w

ay o

f the

Att

erbu

ry T

rust

tran

sfer

ring

2 1

60 8

53 A

ttac

q sh

ares

to A

ttac

q at

a p

rice

of R

10.3

2 pe

r sha

re a

nd a

don

atio

n by

Att

acq

to th

e A

tter

bury

Tru

st o

f R20

.0 m

illio

n to

pro

vide

it w

ith fu

nds t

o se

ttle

the

bala

nce

of

the

purc

hase

con

sider

atio

n. T

he fi

nanc

ial i

nfor

mat

ion

has b

een

extr

acte

d fr

om th

e au

dite

d fin

anci

al st

atem

ents

of A

ttac

q as

at 3

1 M

arch

201

3 as

set o

ut in

Ann

exur

e 20

and

the

agre

emen

t ent

ered

into

bet

wee

n Ly

nnw

ood

Brid

ge O

ffic

e Pa

rk a

nd th

e A

tter

bury

Tru

st. A

tter

bury

The

atre

was

cl

assif

ied

as in

vent

ory

in th

e 31

Mar

ch 2

013

finan

cial

stat

emen

ts. F

urth

er d

etai

ls ar

e se

t out

in p

arag

raph

2.4

of A

nnex

ure

10.

7.

Rep

rese

nts t

he d

ispos

al o

f Att

acq’

s sha

reho

ldin

g in

and

loan

s to

APC

to D

elta

Pro

pert

y Fu

nd, e

ffec

tive

30 Ju

ne 2

013,

for t

he d

ispos

al p

rice

of R

40.8

mill

ion

plus

an

esca

latio

n am

ount

of R

1.06

mill

ion.

APC

hol

ds t

he p

rope

rty

know

n as

Har

lequ

ins O

ffic

e Pa

rk a

nd w

as a

who

lly o

wne

d su

bsid

iary

of A

ttac

q pr

ior t

o th

e disp

osal

. The

esc

alat

ion

amou

nt h

as b

een

calc

ulat

ed a

t an

agre

ed ra

te o

f 9.8

9% p

er a

nnum

com

poun

ded

mon

thly

from

1 Ju

ly 2

013

until

the d

ate o

f pay

men

t, be

ing

23 A

ugus

t 201

3, a

pplie

d to

the s

um o

f the

disp

osal

pric

e and

a R

29 7

64 1

83 d

ivid

end

amou

nt

owin

g by

APC

in fa

vour

of A

ttac

q. T

he d

ispos

al p

rice

has b

een

part

ly se

ttle

d by

the

issu

e of

4 8

83 4

69 D

elta

Pro

pert

y Fu

nd u

nits

to A

ttac

q w

hich

equ

ates

to R

40.8

mill

ion.

The

bal

ance

of t

he d

ispos

al p

rice

as w

ell a

s the

div

iden

d am

ount

, bei

ng R

30.9

mill

ion,

has

bee

n re

ceiv

ed b

y A

ttac

q in

ca

sh. T

he fi

nanc

ial i

nfor

mat

ion

pert

aini

ng to

APC

has

bee

n ex

trac

ted

from

the a

udite

d fin

anci

al st

atem

ents

of A

ttac

q as

at 3

1 M

arch

201

3 as

set o

ut in

Ann

exur

e 20

whi

le th

e sal

es v

alue

and

term

s hav

e bee

n ex

trac

ted

from

the s

igne

d ag

reem

ent e

nter

ed in

to b

etw

een

APC

and

Del

ta P

rope

rty

Fund

. Fur

ther

det

ails

are

set o

ut in

par

agra

ph 2

.3 o

f Ann

exur

e 10

.

8.

Rep

rese

nts t

he a

cqui

sitio

n by

Att

acq

of th

e re

mai

ning

75%

of t

he is

sued

shar

es in

and

the

shar

ehol

der l

oans

to B

rook

lyn

Brid

ge O

ffic

e Pa

rk P

ropr

ieta

ry L

imite

d (“

Bro

okly

n B

ridg

e O

ffic

e P

ark

”) fr

om D

olsid

Inv

estm

ents

Pro

prie

tary

Lim

ited

(“D

olsi

d”),

effe

ctiv

e 1

Oct

ober

201

3, fo

r an

amou

nt o

f R15

6.5

mill

ion.

The

pur

chas

e pr

ice

was

sett

led

by th

e re

ceip

t of R

96.7

mill

ion

in c

ash

and

the

bala

nce

of R

59.7

mill

ion

thro

ugh

the

issu

e of

5 1

81 3

82 n

ew A

ttac

q sh

ares

at a

n is

sue

pric

e of

R11

.53

per s

hare

. The

fina

ncia

l inf

orm

atio

n ha

s bee

n pr

epar

ed in

term

s of I

FRS

3:B

usin

ess

Com

bina

tions

. For

the

purp

ose

of th

is pr

ofo

rma

stat

emen

t of f

inan

cial

pos

ition

, no

valu

atio

ns o

f ass

ets a

nd li

abili

ties w

ere

perf

orm

ed a

t the

eff

ectiv

e da

te a

nd in

stea

d th

e fin

anci

al in

form

atio

n pe

rtai

ning

to B

rook

lyn

Brid

ge O

ffic

e Pa

rk w

as e

xtra

cted

from

the

audi

ted

finan

cial

stat

emen

ts

of B

rook

lyn

Brid

ge O

ffic

e Pa

rk a

s at 3

0 Ju

ne 2

012

(on

whi

ch a

n un

qual

ifie

d au

dit o

pini

on w

as is

sued

by

Del

oitt

e &

Tou

che)

, adj

uste

d by

the

reva

luat

ion

of B

rook

lyn

Brid

ge O

ffic

e Pa

rk to

the

valu

atio

n de

term

ined

by

the

inde

pend

ent p

rope

rty

valu

er a

s at 3

1 M

arch

201

3. P

artic

ular

s of t

he

153

purc

hase

con

sider

atio

n an

d re

late

d te

rms h

ave b

een

extr

acte

d fr

om th

e agr

eem

ent e

nter

ed in

to b

etw

een

Att

acq

and

Dol

sid. F

or th

e pur

pose

of I

FRS

3:B

usin

essC

ombi

natio

ns, n

o ad

ditio

nal a

sset

s (in

tang

ible

or o

ther

wise

) wer

e ide

ntif

ied

as a

resu

lt of

Bro

okly

n Br

idge

Off

ice P

ark

chan

ging

from

an

inve

stm

ent i

n an

ass

ocia

te to

an

inve

stm

ent i

n a

subs

idia

ry p

ost t

he a

cqui

sitio

n.T

he d

irect

ors b

elie

ve th

at th

ere

was

no

mat

eria

l cha

nge

to th

e fin

anci

al p

ositi

on o

f Bro

okly

n Br

idge

Off

ice

Park

at 3

0 Ju

ne 2

012

othe

r tha

n th

e fa

ir va

lue

adju

stm

ents

. Fur

ther

det

ails

are

set o

ut in

par

agra

ph

1.2

of A

nnex

ure

10.

9.

Rep

rese

nts t

he a

cqui

sitio

n by

Att

acq

of th

e en

tire

issu

ed sh

are

capi

tal o

f AA

M, e

ffec

tive

1 Ju

ly 2

013,

for a

n am

ount

of R

271.

1 m

illio

n se

ttle

d en

tirel

y in

cas

h. In

term

s of t

he A

AM

acq

uisit

ion,

the

vend

ors o

f AA

M, n

amel

y A

tter

bury

Pro

pert

y H

oldi

ngs P

ropr

ieta

ry L

imite

d an

d A

ttve

ntur

e Pr

oprie

tary

Lim

ited,

are

in th

e pr

oces

s of s

ubsc

ribin

g fo

r and

bei

ng is

sued

so m

any

Att

acq

shar

es a

s equ

als R

135.

5 m

illio

n at

a p

rice

equi

vale

nt to

Att

acq’

s aud

ited

30 Ju

ne 2

013

net a

sset

val

ue p

er sh

are

as p

er th

e co

nsol

idat

ed a

udite

d fin

anci

al st

atem

ents

. For

the

purp

ose

of th

is co

nsol

idat

ed

pro

form

a st

atem

ent o

f fin

anci

al p

ositi

on, 1

1 75

5 80

2 A

ttac

q sh

ares

are

ass

umed

to h

ave

been

subs

crib

ed fo

r and

issu

ed to

the

AA

M v

endo

rs a

t a p

rice

of R

11.5

3 pe

r sha

re w

hich

equ

ates

to R

135.

5 m

illio

n th

at w

ill b

e re

ceiv

ed b

y A

ttac

q in

cas

h. A

n in

tang

ible

ass

et a

risin

g fr

om th

e ac

quisi

tion

and

repr

esen

ting

the

righ

t to

the

asse

t man

agem

ent o

f cer

tain

Att

acq

prop

ertie

s has

bee

n re

cogn

ised

and

a re

conc

iliat

ion

is pr

ovid

ed b

elow

:

Ass

ets a

nd li

abil

itie

s acq

uire

d be

fore

adj

usti

ng fo

r in

tang

ible

ass

et d

etai

led

belo

wR

’000

Ass

ets a

cqui

red

292

883

Liab

ilitie

s acq

uire

d(2

99 8

61)

Net

ass

ets o

f AA

M(6

978

)

Purc

hase

con

sider

atio

n27

1 08

9

Inta

ngib

le a

sset

rec

ogni

sed

in te

rms o

f IFR

S 3

278

067

Allo

cate

d to

:C

ontr

acts

299

460

Goo

dwill

62 4

56D

efer

red

tax

(83

849)

The

fin

anci

al

info

rmat

ion

of

AA

M

has

been

ex

trac

ted

from

th

e re

view

ed

finan

cial

st

atem

ents

of

A

AM

as

at

31

M

arch

20

13

(on

whi

ch

an

unqu

alif

ied

revi

ew

opin

ion

was

is

sued

by

D

eloi

tte

&

Touc

he)

adju

sted

fo

r ad

ditio

nal

iden

tifie

d as

sets

an

d lia

bilit

ies,

as

requ

ired

by

IFRS

3:

Bu

sines

sC

ombi

natio

ns,

the

mos

t sig

nific

ant

bein

g an

in

tang

ible

as

set

of

R29

9.5

mill

ion

rela

ting

to

the

asse

t m

anag

emen

t co

ntra

ct

owne

d by

A

AM

. R

ecog

nitio

n of

th

is as

set

and

the

rela

ted

defe

rred

ta

xatio

n of

R

83.8

mill

ion

resu

lted

in g

oodw

ill o

f R62

.5 m

illio

n. T

he p

urch

ase

cons

ider

atio

n ha

s bee

n de

term

ined

with

refe

renc

e to

the

agre

emen

t ent

ered

into

bet

wee

n A

ttac

q an

d th

e sh

areh

olde

rs o

f AA

M. F

urth

er d

etai

ls ar

e se

t out

in p

arag

raph

1.3

of A

nnex

ure

10.

10.

Rep

rese

nts t

he re

stru

ctur

ing

of A

ttac

q’s i

nves

tmen

t in

Arc

tosp

ark

by w

ay o

f:

10.1

th

e ac

quisi

tion

of A

ttac

q’s a

ttrib

utab

le sh

are

of A

rcto

spar

k’s h

oldi

ngs i

n K

aroo

I, K

aroo

II a

nd S

tenh

am fo

r a to

tal p

urch

ase

cons

ider

atio

n of

R71

1.1

mill

ion

part

ly se

ttle

d by

way

of a

cas

h pa

ymen

t of R

155.

6 m

illio

n w

ith th

e ba

lanc

e of

R55

5.5

mill

ion

cred

ited

as a

loan

in fa

vour

of

Arc

tosp

ark

agai

nst A

ttac

q an

d su

bseq

uent

ly se

t-of

f aga

inst

an

exist

ing

shar

ehol

der l

oan

of R

483.

6 m

illio

n in

favo

ur o

f Att

acq;

10.2

the

subs

eque

nt sh

are

buy-

back

by

Arc

tosp

ark

of A

ttac

q’s e

ntire

shar

ehol

ding

in A

rcto

spar

k fo

r an

aggr

egat

e pu

rcha

se c

onsid

erat

ion

of R

84.4

mill

ion,

set-

off a

gain

st A

ttac

q’s o

blig

atio

n to

pay

the

bala

nce

of th

e R

71.9

mill

ion

loan

acc

ount

refe

rred

to in

par

agra

ph 1

0.1

abov

e w

ith th

e re

sulti

ng d

iffer

ence

of R

12.5

mill

ion

paid

by

Arc

tosp

ark

to A

ttac

q as

the

net c

ash

cons

ider

atio

n; a

nd

10.3

the

subs

eque

nt d

ispos

al o

f Att

acq’

s inv

estm

ents

in K

aroo

I an

d K

aroo

II to

MA

S fo

r a c

onsid

erat

ion

of €

34.9

mill

ion

sett

led

by th

e is

sue

of 3

2 63

1 47

9 sh

ares

in M

AS

at a

n is

sue

pric

e of

€1.

07 p

er M

AS

shar

e.

The

eff

ectiv

e da

te o

f the

disp

osal

of K

aroo

I an

d K

aroo

II h

as b

een

assu

med

to b

e 31

Oct

ober

201

3. A

ZA

R:E

UR

exc

hang

e ra

te o

f R13

.26:

€1.0

0 w

as a

ssum

ed. T

he fi

nanc

ial i

nfor

mat

ion

is ex

trac

ted

from

the

signe

d ag

reem

ent e

nter

ed in

to b

etw

een

Att

acq

and

Arc

tosp

ark

and

the

signe

d m

emor

andu

m o

f und

erst

andi

ng e

nter

ed in

to b

etw

een

Att

acq

and

MA

S. F

urth

er d

etai

ls ar

e se

t out

in p

arag

raph

s 1.4

and

1.5

of A

nnex

ure

10.

11.

Rep

rese

nts t

he d

ispos

al o

f Att

acq’

s sha

reho

ldin

g in

and

loan

to A

rtisa

n In

vest

men

t Pro

ject

s 10

Lim

ited

(“A

rtis

an”)

to M

AS,

eff

ectiv

e 30

Sep

tem

ber 2

013,

for a

n am

ount

of G

BP2

800

000

sett

led

by th

e is

sue

of 3

042

817

MA

S sh

ares

to A

ttac

q at

an

issu

e pr

ice

of €

1.07

per

MA

S sh

are.

A

rtisa

n ho

lds t

he d

evel

opm

ent i

n Ed

inbu

rgh

know

n as

Cal

tong

ate.

Att

acq’

s hol

ding

in M

AS

incr

ease

d fr

om 2

1.1%

to 2

3.9%

follo

win

g co

mpl

etio

n of

the t

rans

actio

n an

d ex

chan

ge ra

tes o

f €0.

84:G

BP1.

00 a

nd R

15.7

2:G

BP1.

00 w

ere a

ssum

ed. T

he fi

nanc

ial i

nfor

mat

ion

pert

aini

ng to

Att

acq’

s in

vest

men

ts in

Art

isan

has b

een

extr

acte

d fr

om th

e au

dite

d fin

anci

al st

atem

ents

of A

ttac

q as

at 3

1 M

arch

201

3 as

set o

ut in

Ann

exur

e 20

whi

le th

e sa

les v

alue

and

term

s hav

e be

en e

xtra

cted

from

the

agre

emen

t ent

ered

into

bet

wee

n A

ttac

q an

d M

AS.

Fur

ther

det

ails

are

set o

ut in

par

agra

ph

2.1

of A

nnex

ure

10. A

lthou

gh A

ttac

q’s s

hare

hold

ing

in M

AS

is ex

pect

ed to

incr

ease

from

21.

1% a

s at 3

1 M

arch

201

3 to

app

roxi

mat

ely

47.8

% fr

om 3

1 O

ctob

er 2

013

follo

win

g co

mpl

etio

n of

the t

rans

actio

ns se

t out

in n

otes

10

and

11, M

AS

will

con

tinue

to b

e acc

ount

ed fo

r as a

n in

vest

men

t in

ass

ocia

te b

ased

on

the

asse

ssm

ent o

f con

trol

in te

rms o

f bot

h cu

rren

t and

ena

cted

IFR

S.

12.

Rep

rese

nts t

he d

ispos

al o

f the

MB

Tech

nolo

gies

bui

ldin

g cu

rren

tly u

nder

dev

elop

men

t by

AWIC

to M

BT S

ervi

ces P

ropr

ieta

ry L

imite

d (“

MB

T”)

, eff

ectiv

e 30

Nov

embe

r 20

13, f

or a

n am

ount

of R

220.

8 m

illio

n. D

ispos

al p

roce

eds a

re a

ssum

ed to

be

used

to s

ettle

deb

t adv

ance

d on

the

de

velo

pmen

t of t

he p

rope

rty

and

tax

arisi

ng o

n di

spos

al o

f the

pro

pert

y. T

he d

ispos

al p

roce

eds

have

bee

n de

term

ined

as

per

the

agre

emen

t ent

ered

into

bet

wee

n AW

IC a

nd M

BT. T

he d

ebt s

ettle

d fr

om t

he p

roce

eds

is ca

lcul

ated

bas

ed o

n th

e fo

reca

st d

ebt b

alan

ce u

tilise

d to

fun

d th

e de

velo

pmen

t of t

he M

B Te

chno

logi

es b

uild

ing.

The

fina

ncia

l inf

orm

atio

n pe

rtai

ning

to th

e M

B Te

chno

logi

es b

uild

ing

has b

een

extr

acte

d fr

om th

e au

dite

d fin

anci

al st

atem

ents

of A

ttac

q as

at 3

1 M

arch

201

3 as

set o

ut in

Ann

exur

e 20

. Pos

t-31

Mar

ch 2

013,

the

build

ing

was

tran

sfer

red

to

inve

ntor

y an

d ha

s bee

n di

spos

ed a

s suc

h.

13.

Rep

rese

nts t

he a

cqui

sitio

n of

the

effe

ctiv

e in

tere

st o

f 1.2

25%

in A

WIC

hel

d by

the

Trin

sam

Tru

st, a

disc

retio

nary

fam

ily tr

ust o

f whi

ch M

C W

ilken

is a

ben

efic

iary

, for

an

amou

nt o

f R25

.1 m

illio

n th

at w

ill b

e se

ttle

d by

the

issu

e of

R13

.6 m

illio

n in

new

Att

acq

shar

es a

t an

issu

e pr

ice

equa

l to

the

30 Ju

ne 2

013

net a

sset

val

ue p

er A

ttac

q sh

are,

as p

er th

e co

nsol

idat

ed a

udite

d fin

anci

al st

atem

ents

, plu

s an

amou

nt o

f R11

.6 m

illio

n es

cala

ting

at th

e pr

ime

rate

of i

nter

est,

or a

par

t the

reof

, pay

able

on

the

earli

er o

f 30

June

202

0 or

the

happ

enin

g of

cer

tain

eve

nts r

elat

ing

to a

cha

nge

in c

ontr

ol o

ccur

ring

in A

ttac

q or

MC

Wilk

en c

easin

g to

be a

dire

ctor

of A

ttac

q or

an

amou

nt c

alcu

late

d in

term

s of a

form

ula

in 2

020.

For

the p

urpo

se o

f thi

s con

solid

ated

pro

form

a st

atem

ent o

f fin

anci

al p

ositi

on, 1

174

775

new

Att

acq

shar

es a

re a

ssum

ed to

hav

e bee

n is

sued

to th

e Tri

nsam

Tr

ust a

t a p

rice

of R

11.5

3 pe

r Att

acq

shar

e. F

urth

er d

etai

ls ar

e se

t out

in p

arag

raph

2.8

of A

nnex

ure

10.

14.

Rep

rese

nts t

he im

pact

of t

he fo

llow

ing

tran

sact

ions

on

the

stat

ed c

apita

l of A

ttac

q:

14.1

th

e is

sue

of 8

00 0

00 A

ttac

q sh

ares

to th

e Tr

insa

m T

rust

at a

n is

sue

pric

e of

R8.

98 p

er sh

are

for a

tota

l con

sider

atio

n of

R7

184

000;

14.2

the

issu

e of

60

000

Att

acq

shar

es to

M H

amm

an a

t an

issu

e pr

ice

of R

12.0

0 pe

r sha

re fo

r a to

tal c

onsid

erat

ion

of R

720

000

in te

rms o

f his

empl

oym

ent c

ontr

act a

nd a

s app

rove

d by

shar

ehol

ders

on

27 A

ugus

t 201

3;

14.3

the

disp

osal

of 1

910

671

Att

acq

shar

es (i

nclu

ded

in tr

easu

ry sh

ares

; i.e

. a d

ebit

to st

ated

cap

ital)

held

by

Raz

orbi

ll to

third

par

ties f

or a

tota

l con

sider

atio

n of

R22

751

101

dur

ing

the

perio

d 1

Apr

il 20

13 to

30

Sept

embe

r 201

3 an

d th

e re

late

d ta

x pa

yabl

e; a

nd

14.4

the

disp

osal

of 5

7 16

5 A

ttac

q sh

ares

(inc

lude

d in

trea

sury

shar

es; i

.e. a

deb

it to

stat

ed c

apita

l) he

ld b

y Ly

nnw

ood

Brid

ge O

ffic

e Pa

rk fo

r a to

tal c

onsid

erat

ion

of R

700

843

duri

ng th

e pe

riod

1 A

pril

2013

to 3

0 Se

ptem

ber 2

013

and

the

rela

ted

tax

paya

ble.

15.

Rep

rese

nts t

he p

rivat

e pla

cem

ent p

rior t

o lis

ting,

ass

umin

g th

at 5

3 33

3 33

3 ne

w A

ttac

q Sh

ares

are

issu

ed a

t an

issu

e pric

e of R

15.0

0 pe

r sha

re ra

ising

a to

tal o

f R80

0.0

mill

ion.

It h

as b

een

assu

med

that

R50

0.0

mill

ion

of th

e tot

al p

roce

eds w

ill b

e ret

aine

d in

cas

h to

be u

sed

in th

e dev

elop

men

t of

the

Mal

l of A

fric

a w

hile

R24

.2 m

illio

n of

the

tota

l pro

ceed

s will

be

used

to fu

nd th

e ex

pens

es re

latin

g to

the

listin

g an

d th

e ba

lanc

e of

R27

5.8

mill

ion

used

to re

duce

deb

t. T

he e

xpen

ses r

elat

ing

to th

e lis

ting

have

bee

n se

t-of

f aga

inst

stat

ed c

apita

l.

154

Annexure 18

INDEPENDENT REPORTING ACCOUNTANT’S ASSURANCE REPORT ON THE CONSOLIDATED PRO FORMA STATEMENT OF FINANCIAL POSITION OF ATTACQ


INDEPENDENT REPORTING ACCOUNTANT’S ASSURANCE REPORT ON THE COMPILATION OF PRO FORMA FINANCIAL INFORMATION INCLUDED IN THE PROSPECTUS

We have completed our assurance engagement to report on the compilation of proforma financial information of Attacq Limited by the directors. The proforma financial information, in Annexure 17 to the prospectus, consists of the consolidated proforma statement of financial position and related notes. The proforma financial information has been compiled on the basis of the applicable criteria specified in the JSE Limited (“JSE”) Listings Requirements.

The proforma financial information has been compiled by the directors to illustrate the impact of the corporate action or event, described in Annexure 17, on the group’s financial position as at 31 March 2013, and the group’s financial performance for the period then ended, as if the corporate action or event had taken place at 31 March 2013 and for the period then ended. As part of this process, information about the group’s financial position and financial performance has been extracted by the directors from the company’s financial statements for the period ended 31 March 2013, on which an auditor’s report was issued on 9 September 2013.

Directors’ Responsibility for the Pro Forma Financial Information

The directors are responsible for compiling the proforma financial information on the basis of the applicable criteria specified in the JSE Listings Requirements and described in Annexure 17.

Reporting Accountant’s Responsibility

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 specified in the JSE Listings Requirements based on our procedures performed. We conducted our engagement in accordance with the International Standard on Assurance Engagements (“ISAE”) 3420: AssuranceEngagements toReportontheCompilationofProFormaFinancialInformationIncludedinaProspectus. This standard requires that we comply with ethical requirements and plan and perform our procedures to obtain reasonable assurance about whether the proforma financial information has been compiled, in all material respects, on the basis specified 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 financial information used in compiling the proforma financial information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the proforma financial information.

As the purpose of proforma financial information included in a prospectus is solely to illustrate the impact of a significant corporate action or event on unadjusted financial 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 would have been as presented.

A reasonable assurance engagement to report on whether the proforma 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 proforma financial information provides a reasonable basis for presenting the significant effects directly attributable to the corporate action or event, and to obtain sufficient appropriate evidence about whether:

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

• The proforma financial information reflects the proper application of those adjustments to the unadjusted financial information.

Our procedures selected depend on our judgement, having regard to our understanding of the nature of the company, the corporate action or event in respect of which the proforma financial information has been compiled, and other relevant engagement circumstances.

Our engagement also involves evaluating the overall presentation of the proforma financial information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

155

Opinion

In our opinion, the proforma financial information has been compiled, in all material respects, on the basis of the applicable criteria specified by the JSE Listings Requirements and described in Annexure 17.

Deloitte & ToucheRegistered AuditorsPer Z JasperPartner


19September2013”

156

Annexure 19

INDEPENDENT REPORTING ACCOUNTANT’S REVIEW REPORT ON THE VALUE AND EXISTENCE OF THE ASSETS AND LIABILITIES ACQUIRED


Dear Sirs

REVIEW CONCLUSION ON THE VALUATION AND EXISTENCE OF THE ASSETS AND LIABILITIES ACQUIRED BY ATTACQ LIMITED (“ATTACQ”)

Introduction

We have reviewed the assets and liabilities acquired by Attacq reflected in the acquisition adjustment columns 7, 8, 9, 10, 11 and 13 of the proforma statement of financial position included in Annexure 17 to the prospectus to be issued on or about 7 October 2013 (“the prospectus”) relating to the assets and liabilities to be acquired by Attacq prior to the listing on the JSE Limited. The directors are responsible for the compilation, contents and preparation of the adjustment columns of the proforma statement of financial position. Our responsibility is to express a review conclusion on the value and existence of the assets and liabilities acquired reflected in the adjustment columns in accordance with the accounting policies adopted by Attacq and the recognition and measurement criteria of International Financial Reporting Standards (“IFRS”).

Scope of review

We conducted our review in accordance with International Standards on Review Engagements 2410: Review Of Interim FinancialInformationPerformedByTheIndependentAuditorOfTheEntity. This standard requires that we plan and perform the review to obtain moderate assurance on the valuation and existence of the assets and liabilities acquired by Attacq reflected in the adjustment columns of the proforma statement of financial position. Our review conclusion is included in this prospectus in accordance with paragraph 13.16(e) of the JSE Listings Requirements.

A review consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the assets and liabilities acquired by Attacq reflected in the adjustment columns 7, 8, 9, 10, 11 and 13 of the pro forma statement of financial position included in Annexure 17 to the prospectus are not fairly valued, do not exist or are not fairly presented, in all material respects, in accordance with the accounting policies adopted by Attacq, IFRS and in the manner required by the Companies Act, 2008 (No. 71 of 2008).



19September2013”

157

Annexure 20

HISTORICAL FINANCIAL INFORMATION

Set out below are extracts from the audited consolidated financial statements (“financial statements”) of Atterbury Investment Holdings Limited (“AIH”) (renamed Attacq Limited) and its subsidiaries for the nine months ended 31 March 2013 and the year ended 30 June 2012.

These extracts are the responsibility of AIH’s directors.

The financial statements for the nine months ended 31 March 2013 and the year ended 30 June 2012, from which the information below was extracted, were prepared in accordance with International Financial Reporting Standards and interpretations adopted by the International Accounting Standards Board and which were audited by Deloitte & Touche in accordance with International Standards on Auditing, who issued an unqualified audit opinion on the financial statements for the nine months ended 31 March 2013 and the year ended 30 June 2012.

The audited financial statements for the nine months ended 31 March 2013 and the year ended 30 June 2012 are available for inspection at the company’s registered address.

The independent reporting accountant’s report on the historical financial information is presented in Annexure 21.

1. NATURE OF BUSINESS

Atterbury Investment Holdings Limited (“AIH”) carries on the business of a property holding, development and investment group through the ownership of:

• directly held investment properties; and• subsidiaries, associates, joint ventures and other investments with directly held investment properties and property investments.AIH was previously managed by Atterbury Asset Managers Proprietary Limited, appointed in terms of an evergreen contract, subject to strict performance criteria set by the board. The following directors and officers of the Group have an interest, directly or indirectly, in the asset manager: LLS van der Watt, GJ Oosthuizen, PH Faure, BF van Niekerk, F Smit and T Smith. The Group has agreed to internalise the asset manager with effect from July 2013.

The business of the Group is to invest in and develop quality A-grade properties as long-term investments which generate quality rental income and sustainable long term capital growth for its shareholders over the long term.

2. THE FOLLOWING SPECIAL RESOLUTIONS WERE UNANIMOUSLY APPROVED AT THE GENERAL MEETINGS HELD SINCE THE ISSUING OF THE 30 JUNE 2012 ANNUAL REPORT:

Meeting held on 29 November 2012

1. THAT the Board is authorised, on behalf of the Company, pursuant to the provisions of Article 109 of the Company’s Memorandum of Incorporation, read together with the relevant provisions of the Companies Act No. 71 of 2008, as amended (“the Companies Act”), to repurchase issued shares of the Company, subject to the Board of Directors of the Company (“the Board”), save as provided in Proposed Special Resolution 3 in this Notice, complying with the following protocols:

• within the aforementioned period culminating at the next Annual General Meeting of the Company, no more than 10% (ten percent) of the shares in issue, in aggregate, may be acquired by the Company;

• no more than 3% (three percent) in aggregate of the shares in issue, may be acquired from any one shareholder;• with regard to any of the transactions contemplated for the repurchase of shares by the Company, the maximum price per

share, with regard to any such repurchase, is limited to 90% (ninety percent) of the net asset value per share, determined with reference to the latest available consolidated financial statements of the Company for the period either ending 30 June, or 31 December, as the case may be, in the affected year, without any adjustment with respect to any potential increase in such net asset value; and

• that these authorities shall terminate on the date of the next Annual General Meeting of the Company, subsequent to the date of the meeting at which this Special Resolution has been passed.

2. THAT the Company provides direct or indirect financial assistance to a related or inter-related company subject to the Board being satisfied:

• that immediately, after providing such direct or indirect financial assistance, the Company will satisfy the solvency and liquidity test (referred to in Section 4 of the Companies Act); and

• that the terms under which such direct or indirect financial assistance is proposed to be given are fair and reasonable to the Company; and

• that there is otherwise compliance with the Board Charter, Annexure “A” to the Company’s Memorandum of Incorporation; and

158

• that, where applicable, any relevant Board committee and/or director/s and/or prescribed officers seized with the treasury functions on behalf of the Company (in terms of the powers and authorities delegated to such relevant Board committee and/or director/s and/or prescribed officers) are satisfied insofar as the said financial assistance is concerned and that any such director being a member of such Board committee and/or prescribed officer involved in the treasury function be authorized and empowered to sign all such documents as are necessary to give effect to the resolutions of the Board in accordance with the a foregoing; and

• that it has otherwise complied with the provisions of section 45(2), read with section 45(3)(a)(ii) and other applicable provisions of the said Section 45, read with the other applicable sections of the Act; and

• that the foregoing resolutions be valid and enforceable for a period being the earlier of 2 (two) years from the date of this meeting or the second Annual General Meeting of the Company occurring after the date of this Meeting.

3. THAT the Company is hereby authorised in terms of and subject to the provisions of section 44 of the Companies Act 71 of 2008, as amended (“the Companies Act”) to provide financial assistance by way of a loan, guarantee, security or otherwise to Razorbill Property 91 Proprietary Limited, Registration No. 2000/006755/07 (“Treasury Co”), a wholly-owned subsidiary of the Company to purchase any securities of the Company or a related or inter-related company subject to sub-section 3 and 4 of section 44 of the Act. The funding or assistance will be pursuant to a special resolution approved by the shareholders of the Company approving financial assistance in general and the Board being satisfied that, immediately after the provision of the financial assistance, the Company complies with the solvency and liquidity test referred to in section 4 of the Act, and the terms under which the financial assistance is proposed to be given to Treasury Co are fair and reasonable to the Company.

• Notwithstanding anything to the contrary in the foregoing provisions accepted, Treasury Co may not at any time hold more than 10% (ten percent) of the issued shares in the Company; and

• The provisions of the foregoing Special Resolution 1 shall be read in conjunction herewith.

4. THAT the Company approves, pursuant to the provisions of Section 45 (and, if applicable, section 44) of the Act, the grant of AIH share options to the executive director, MC Wilken, in terms whereof the said option holder shall be entitled to exercise his options to acquire 2 000 000 (two million) shares in the Company at a price of R8.50 (Eight Rand Fifty Cents) per share on an even prorata basis over a 5 (five)-year period, with the first year of accrual 30 June 2012. Should the option holder resign as director of the Company, the unaccrued portion of shares will lapse. In case of death, permanent disability and change of control, the outstanding balance of the shares will accrue on such a date.

5. Subject to the passing of Special Resolution No. 4, THAT the Company approves, pursuant to the provisions of section 41 of the Act, the grant of AIH share options to the executive director, MC Wilken, in terms whereof the said option holder shall be entitled to exercise his options to acquire 2 000 000 (two million) shares in the Company at a price of R8.50 (Eight Rand Fifty Cents) per share on an even prorata basis over a 5 (five)-year period, with the first year of accrual ending 30 June 2012. Should the option holder resign as director of the Company, the un accrued portion of shares will lapse. In case of death, permanent disability and change of control, the outstanding balance of the shares will accrue on such a date.

Meeting held on 27 August 2013:

1. The conversion of all the ordinary authorised (including the issued) par value shares in the capital of the Company, being 1 000 000 000 (one billion) authorised shares with a par value of R0.0001 (zero point zero zero zero one Rand) each, to 1 000 000 000 (one billion) ordinary no par value shares, was approved by 100% (one hundred percent) of the Shareholders present in person or by proxy.

2. The increase of the authorised share capital of the Company, from 1 000 000 000 (one billion) ordinary no par value shares to 2 000 000 000 (two billion) ordinary no par value shares (which shares shall rank parripassu with the existing ordinary no par value shares in the authorised share capital of the Company in all respects) was approved by 99.99% (ninety-nine point nine-nine percent) of the Shareholders present in person or by proxy.

3. The change of the Company’s name from “AtterburyInvestmentHoldingsLimited” to “AttacqLimited” was approved by 100% (one hundred percent) of the Shareholders present in person or by proxy.

4. The adoption of a new memorandum of incorporation (“MOI”) was approved by 100% (one hundred percent) of the Shareholders present in person or by proxy.

5. Financial assistance

5.1 The financial assistance, as contemplated in section 45(3)(a)(ii) and section 45(3)(b) of the Companies Act, and subject to the requirements of the Companies Act and the Company’s MOI, if any, in terms of which the Company was authorised to provide direct or indirect financial assistance (“Section 45 Financial Assistance”), by way of loans, loan facilities, advances for expenses, assisting with administration of transactions, making payments, extending credit, discharging debts, performing obligations, contractual undertakings, sureties or guarantees, providing related security (including, without limitation, by way of mortgages or pledges of property, cessions of rights, bonds, charges or otherwise) or any other manner of providing financial assistance, on such terms as may be authorised by the Board in accordance with the following:

5.1.1 Section 45 Financial Assistance can be provided to current and future subsidiaries of the Company, and to current and future associated companies of the Company (where an associate means any entity in which the Company owns between 20% (twenty percent) and 50% (fifty percent) of the equity);

159

5.1.2 Section 45 Financial Assistance can be provided to individuals pursuant to a share incentive scheme of the Company;

5.1.3 Section 45 Financial Assistance can be provided in respect of the facilitation of the acquisition of equity in the Company by “BEE” companies or “Black Persons”, as contemplated in the Broad Based Black Economic Empowerment Act, read with the Codes of Good Practice thereto; and

5.1.4 Section 45 Financial Assistance may be provided at any time during a period commencing on the date of adoption of this resolution and ending 2 (two) years from such date; provided that any related corporate action must be duly authorised in compliance with the JSE Listings Requirements (“the Listings Requirements”) (post-listing) and the Companies Act,

was approved by 99.99% (ninety-nine point nine-nine percent) of the Shareholders present in person or by proxy.

6. Authorisation to provide financial assistance for the subscription of shares in terms of section 44 of the Companies Act

6.1 The financial assistance, as contemplated in section 44 of the Companies Act, and subject to compliance with the requirements of the Company’s MOI, if any, and the Companies Act, in terms of which the Company was authorised to provide financial assistance (“Section 44 Financial Assistance”) by way of loans, loan facilities, advances for expenses, assisting with administration of transactions, making payments, extending credit, discharging debts, performing obligations, contractual undertakings, sureties or guarantees, providing related security (including, without limitation, by way of mortgages or pledges of property, cessions of rights, bonds, charges or otherwise) or any other manner of providing financial assistance, on such terms as may be authorised by the Board in accordance with the following:

6.1.1 Section 44 Financial Assistance can, without limitation, be provided for the purpose of, or in connection with, the subscription of any option, or any securities, issued or to be issued by the Company or a related or inter-related company or for the purchase of any securities of the Company or a related or inter-related company as contemplated in section 44 of the Companies Act;

6.1.2 Section 44 Financial Assistance in relation to the acquisition of securities or related securities contemplated in section 44(2) of the Companies Act can be provided to the following categories of potential recipients:

6.1.2.1 any present or future company or corporation related or inter-related to the Company; and

6.1.2.2 any present or future director or prescribed officer of the Company, or any employee in terms of an employee incentive scheme of the Company, or in terms of a BEE transaction; the specific financial assistance granted to Morné Wilken for the subscription by Morné Wilken, or his nominee, for shares in the Company, as previously approved by the Shareholders on 29 November 2012;

6.1.3 Section 44 Financial Assistance may be provided at any time during a period commencing on the date of adoption of this resolution and ending 2 (two) years from such date; provided that any related corporate action must be duly authorised in compliance with the Listings Requirements (post listing) and the Companies Act,

was approved by 99.99% (ninety-nine point nine-nine percent) of the Shareholders present in person or by proxy.

7. Authorisation for the implementation of an employee incentive scheme(s)

7.1 The implementation of an employee incentive scheme (or schemes) in order to incentivise executive directors, senior and executive employees, prescribed officers and other employees of the Company (and its subsidiaries), as recommended by the Company’s remuneration committee (“the Scheme(s)”), subject to compliance with the requirements of the Company’s memorandum of incorporation, if any, the Companies Act, and the Listings Requirements (post-listing), was approved by 100% (one hundred percent) of the Shareholders present in person or by proxy.

7.2 The Scheme(s) may include, but shall not be limited to, the issue of ordinary shares, or the issue of a specified class of shares in the capital of the Company, or the granting of options, as contemplated in section 42 of the Companies Act, to executive directors, senior and executive employees, prescribed officers and other employees of the Company or its subsidiaries (“the Employees”). In the event that the Employees so require, the Company may loan the Employees the necessary amounts in order for such Employees to acquire the Company’s shares and to exercise their options on terms and conditions as may be determined by the Board. Should the Company loan the Employees amounts as aforesaid, such loan amounts shall accrue interest at the prevailing prime rate or such other interest rates as the Board may from time to time determine; provided that such interest rates are market related. The issue price of the shares shall be determined by the Board from time to time in consultation with the Company’s remuneration committee, subject to compliance with the Companies Act and the Listings Requirements post the listing of the Company’s shares on the JSE.

7.3 In order for the Board to implement the Scheme(s), the following elements of the Scheme(s) were approved:

7.3.1 in terms of and subject to the provisions of section 41(1) of the Companies Act: the provision of authority to the Board, subject to compliance with the requirements of the Company’s MOI, if any, and the Companies Act, and to the extent required in terms of the Scheme(s), to authorise the Company to grant options and to issue shares as contemplated in section 42 of the Companies Act to the Employees or to a person related or inter-related to such Employees; (b) person related or inter-related to the Company or (c) nominee of a person contemplated in (a) or (b); and

160

7.3.2 in terms of and subject to the provisions of section 44 of the Companies Act, the provision of authority to the Board, subject to compliance with the requirements of the Company’s MOI, if any, and the Companies Act, and to the extent required in terms of the Scheme, to authorise the Company to provide financial assistance by way of a loan, guarantee, the provision of security or otherwise to any senior or executive employee of the Company, as contemplated in the Scheme, for the purpose of, or in connection with, the subscription of any option, or any securities, issued or to be issued by the Company or a related or inter-related company, or for the purchase of any securities of the Company or a related or inter-related company at any time during a period commencing on the date of adoption of this resolution and ending 2 (two) years from such date.

8. Authorisation for the issue of shares and granting of options to Melt Hamman

The following corporate actions in respect of Melt Hamman (Identity No. 710426 5047 08 7), in his capacity as an executive director of the Company (which appointment is ratified by the shareholders in terms of an Ordinary Resolution), subject to compliance with the requirements of the Company’s MOI, if any, the Companies Act, and the Listings Requirements (post-listing), was approved by 100% (one hundred percent) of the Shareholders present in person or by proxy:

8.1 remunerate Melt Hamman an amount of R1 200 000 (one million, two hundred thousand Rand), a portion of which amount shall be utilised by Melt Hamman to subscribe for 60 000 (sixty thousand) shares in the capital of the Company, at a subscription price of R12.00 (twelve Rand). Correspondingly, the Company shall, in accordance with the provisions of section 41(1) of the Companies Act, allot and issue 60 000 (sixty thousand) shares in the capital of the Company to Melt Hamman at the aforesaid subscription price;

8.2 in accordance with the provisions of section 41(1) of the Companies Act, grant options, as contemplated in section 42 of the Companies Act, to Melt Hamman, in terms whereof the said option holder shall be entitled to exercise his options to acquire 1 200 000 (one million, two hundred thousand) shares in the capital of the Company at a price of R9.50 (nine Rand fifty cent), on the following terms:

8.2.1 the options may be exercised, as to 60% (sixty percent) thereof on 30 June 2016, as to 20% (twenty percent) thereof on 30 June 2017, and as to the remaining 20% (twenty percent) thereof on 30 June 2018;

8.2.2 should the option holder resign as a director of the Company or be dismissed as an employee of the Company, the unaccrued portion of the shares shall lapse; and

8.2.3 in the case of death, permanent disability and/or change of control, the outstanding balance of the shares shall accrue on such a date,

and/or on such other terms and conditions as the Board may determine from time to time, and subject to the Company and the option holder entering into a written agreement in order to give effect to the aforesaid options;

8.2.4 to the extent required in respect of the corporate actions contemplated in paragraphs 8.1 and/or 8.2, and in terms of and subject to the provisions of section 44 of the Companies Act, provide financial assistance, by way of loans, loan facilities, advances for expenses, assisting with administration of transactions, making payments, extending credit, discharging debts, performing obligations, contractual undertakings, sureties or guarantees, providing related security (including, without limitation, by way of mortgages or pledges of property, cessions of rights, bonds, charges or otherwise) or any other manner of providing financial assistance, to Melt Hamman, for the purpose of, or in connection with, the subscription of the shares contemplated in paragraph 8.1, issued or to be issued by the Company, or the exercising of the options contemplated in paragraph 8.2, granted or to be granted by the Company, or for the purchase of any securities of the Company at any time during a period commencing on the date of adoption of this resolution and ending 2 (two) years from such date; and

8.2.5 to the extent required in respect of the corporate actions contemplated in paragraphs 8.1 and/or 8.2, and in terms of and subject to the provisions of section 45 of the Companies Act, provide financial assistance, by way of loans, loan facilities, advances for expenses, assisting with administration of transactions, making payments, extending credit, discharging debts, performing obligations, contractual undertakings, sureties or guarantees, providing related security (including, without limitation, by way of mortgages or pledges of property, cessions of rights, bonds, charges or otherwise) or any other manner of providing financial assistance, to Melt Hamman, for the purpose of, or in connection with, the corporate actions contemplated in paragraphs 8.1 and/or 8.2, at any time during a period commencing on the date of adoption of this resolution and ending 2 (two) years from such date.

9. Authorisation for the granting of options to Nicolle Weir

The following corporate actions in respect of Nicolle Weir (Identity No. 741017 0139 08 7),in her capacity as a prescribed officer of the Company, subject to compliance with the requirements of the Company’s MOI, if any, the Companies Act, and the Listings Requirements (post listing), was approved by 100% (one hundred percent) of the Shareholders present in person or by proxy:

9.1 in accordance with the provisions of section 41(1) of the Companies Act, grant options, as contemplated in section 42 of the Companies Act, to Nicolle Weir, in terms whereof the said option holder shall be entitled to exercise her options to acquire 1 000 000 (one million) shares in the capital of the Company at a price equal to the net asset value of the Company as at 30 June 2013, on the following terms:

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9.1.1 the options may be exercised, as to 60% (sixty percent) thereof on 30 June 2017, as to 20% (twenty percent) thereof on 30 June 2018, and as to the remaining 20% (twenty percent) thereof on 30 June 2019;

9.1.2 should the option holder resign as a director of the Company or be dismissed as an employee of the Company, the unaccrued portion of the shares shall lapse; and

9.1.3 in the case of death, permanent disability and/or change of control, the outstanding balance of the shares shall accrue on such a date,

and/or on such other terms and conditions as the Board may determine from time to time, and subject to the Company and the option holder entering into a written agreement in order to give effect to the aforesaid options;

9.2 to the extent required in respect of the corporate actions contemplated in paragraph 9.1, and in terms of and subject to the provisions of section 44 of the Companies Act, provide financial assistance, by way of loans, loan facilities, advances for expenses, assisting with administration of transactions, making payments, extending credit, discharging debts, performing obligations, contractual undertakings, sureties or guarantees, providing related security (including, without limitation, by way of mortgages or pledges of property, cessions of rights, bonds, charges or otherwise) or any other manner of providing financial assistance, to Nicolle Weir, for the purpose of, or in connection with, the exercising of the options contemplated in paragraph 9.1, granted or to be granted by the Company, or for the purchase of any securities of the Company at any time during a period commencing on the date of adoption of this resolution and ending 2 (two) years from such date; and

9.3 to the extent required in respect of the corporate actions contemplated in paragraph 9.1, and in terms of and subject to the provisions of section 45 of the Companies Act, provide financial assistance, by way of loans, loan facilities, advances for expenses, assisting with administration of transactions, making payments, extending credit, discharging debts, performing obligations, contractual undertakings, sureties or guarantees, providing related security (including, without limitation, by way of mortgages or pledges of property, cessions of rights, bonds, charges or otherwise) or any other manner of providing financial assistance, to Nicolle Weir, for the purpose of, or in connection with, the corporate actions contemplated in paragraph 9.1 at any time during a period commencing on the date of adoption of this resolution and ending 2 (two) years from such date.

10. General authority to repurchase securities

10.1 The general authority, in terms of section 5.67(B)(b), read with Section 5.72 of the Listings Requirements, to repurchase the Company’s securities, subject to compliance with the requirements of the Company’s MOI, if any, the Companies Act and the Listings Requirements, limited to 15% (fifteen percent) of the securities in issue at the relevant time that the repurchase of the Company’s securities is implemented, was approved by 99.99% (ninety-nine point nine-nine percent) of the Shareholders present in person or by proxy. The aforesaid general authorisation shall be valid from the date of adoption of this resolution until the Company’s next annual general meeting, or for a period commencing on the date of adoption of this resolution and ending 15 (fifteen) months from such date, whichever period is shorter.

11. Issue of shares by the Company

11.1 The allotment and issue of an amount of the authorised unissued share capital of the Company equal to 20% (twenty percent) of the issued share capital as at the date of this resolution was placed under the control of the Board. Subject to compliance with the Listings Requirements, the Board was authorised, as it in its discretion thinks fit, to allot, issue and grant options or any other rights exercisable for, authorised but unissued shares in the Company from time to time (including, without limitation, in terms of any transaction falling within section 41(1) of the Companies Act) on such terms as may be determined by the Board in its discretion, for such monetary or other consideration (whether payable in cash or otherwise) and to such person or persons as it in its discretion deems fit, including, without limitation, to:

11.1.1 executive directors, senior and executive employees, prescribed officers and other employees, or future executive directors, future senior and executive employees, future prescribed officers and other future employees of the Company, or to a person related or inter-related to such persons; or

11.1.2 nominee of a person contemplated in paragraph 11.2.1

The above resolution was approved by 99.99% (ninety-nine point nine-nine percent) of the Shareholders present in person or by proxy.

12. Directors’ remuneration

The payment of remuneration to its directors, in accordance with the provisions of section 66(8) and section 66(9) of the Companies Act, for their services as directors, on a market related basis, as shall be determined by the Company’s remuneration and nominations committee, was approved by 100% (one hundred percent) of the Shareholders present in person or by proxy. The Company shall be authorised to pay the aforesaid remuneration at any time during a period commencing on the date of adopting this resolution and ending 2 (two) years from such date.

13. Additional directors’ remuneration

The payment of the following additional remuneration, in accordance with the provisions of section 66(8) and section 66(9) of the Companies Act, to the following persons, for additional services performed in relation to the listing of the Company on the JSE, was approved by 100% (one hundred percent) of the Shareholders present in person or by proxy:

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13.1 chairperson of the Board – R250 000 (two hundred and fifty thousand Rand); and

13.2 chairperson of the audit committee – R250 000 (two hundred and fifty thousand Rand).

14. The conclusion of the Proposed Transaction between the Company, Atterbury Investment Managers (Pty) Ltd (“Attvest”) and Razorbill Properties 91 (Pty) Ltd (“Razorbill”), subject to the Board complying with the related requirements of the Companies Act, was approved. Accordingly, in order to give effect to the implementation of the Proposed Transaction, the following elements of the Proposed Transaction were approved by 99.99% (ninety-nine point nine-nine percent) of the Shareholders present in person or by proxy:

14.1 the conclusion and implementation by the Company of the Subscription and Repurchase Agreement, in substantially the same form as the copy of the Subscription and Repurchase Agreement which has been available for inspection at the Company’s offices from the date of the notice of the Meeting, together with any addenda to such Subscription and Repurchase Agreement concluded from time to time;

14.2 subject to compliance with the requirements of the Company’s MOI, if any, and the Companies Act, the cancellation of the share certificates in respect of the Initial Attvest Shares and the amendment of the share register of the Company to remove the Initial Attvest Shares from the share register, and/or of any other documents required to give effect to such cancellation;

14.3 to the extent required by section 44 of the Companies Act, the provision of authority to the Board, in accordance with section 44(2) of the Companies Act, and subject to the requirements of the Companies Act, and the MOI of the Company, if any, to authorise the Company to provide the Subscription Financial Assistance to Attvest;

14.4 subject to the implementation of the Subscription and Repurchase Agreement, the provision of authority to the Board, the provisions of the Companies Act, and the MOI of the Company, if any, to issue the Attvest Subscription Shares to Attvest at an issue price of R7.18 (seven Rand and eighteen cent) per share on the terms and conditions contained in the Subscription and Repurchase Agreement;

14.5 subject to the implementation of the Subscription and Repurchase Agreement, to the extent required, the authorisation of the Company, in accordance with the provisions of section 41(1) of the Companies Act, to allot and issue the Attvest Subscription Shares to Attvest in accordance with the terms and conditions of the Subscription and Repurchase Agreement, given that Attvest is related to a director of the Company;

14.6 subject to the provisions of section 48(8) of the Companies Act, the provision of authority to the Board, subject to compliance with the Companies Act and the MOI of the Company, if any, to authorise the Company to repurchase the Buy-back Shares from Attvest at the market value price of R10.32 (ten Rand and thirty two cent) per share (out of the reserves of the Company, and shall not reduce its “contributed tax capital” (as such term is defined in the Income Tax Act, No. 58 of 1962 (as amended)), being an amount equal to the Repurchase Price in accordance with the terms and conditions of the Subscription and Repurchase Agreement;

14.7 in terms of and subject to the provisions of section 45 of the Companies Act, the provision of authority to the Board, subject to compliance with the requirements of the Company’s MOI, if any, and the Companies Act, to authorise the Company to provide direct or indirect financial assistance to Attvest, being a related or inter-related company of a director of the Company, by the Set-Off, being the set-off of Attvest’s obligation to pay the Attvest Amount against the Company’s obligation to pay the Repurchase Price in accordance with the terms and conditions of the Subscription and Repurchase Agreement (to the extent that the Set-Off constitutes financial assistance); and to do all things necessary to implement the Proposed Transaction.

3. AUTHORISED AND ISSUED SHARE CAPITAL

As at 31 March 2013, AIH had an authorised share capital of 1 000 000 000 ordinary par value shares of R0.0001 each. The total number of issued shares at year-end is 522 989 885 shares. If the AIH shares held by AIH subsidiaries (Lynnwood Bridge (Pty) Limited, Abacus Holdings (Pty) Limited and Razorbill Properties 91 (Pty) Limited) are excluded, the total number of issued shares totals 449 406 150 shares. During the Annual General meeting, the unissued shares were placed under the control of the directors, subject to certain conditions. No additional shares were issued during the nine months ended 31 March 2013.

The net asset value per share of the Group at 31 March 2013 is calculated at R11.53 (30 June 2012: R10.32) per issued share. This is based on a net asset value at 31 March 2013 of R5,181 billion and the 449 406 150 issued shares mentioned above.

According to the records of AIH, shareholders registered as holding five percent or more of the issued share capital at 31 March 2013 are as follows:

Number of sharesMarch 2013 June 2012

Abacus Holdings (Pty) Limited 29 726 516 29 726 516BNF Investments (Pty) Limited 45 447 323 47 282 129Mergon Foundation (association incorporated under section 21) 72 112 440 75 024 045Sanlam Life Insurance Limited 95 395 536 95 395 536Razorbill Properties 91 (Pty) Limited 43 800 054 43 800 054Lisinfo 222 Investments (Pty) Limited (Royal Bafokeng Holdings) 67 708 955 67 708 955

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4. INVESTMENT PROPERTY

Net additions to investment properties to the value of R1,006 billion were made during the current financial period, consisting of:

Property Held by Nature of addition Cost valueR’000

Brooklyn Mall, Pretoria Abacus Holdings Proprietary Limited Capital extension 16 578Glenfair Centre, Pretoria Atterbury Investment Holdings Limited Refurbishment 4 488De Ville Centre, Cape Town De Ville Shopping Centre Proprietary Limited Refurbishment 1 280Harlequins Office Park, Pretoria Atterbury Parkdev Consortium Proprietary Limited Capital extension 112Great Westerford, Cape Town Atterbury Investment Holdings Limited Capital extension 304Sanridge Square, Midrand Atterbury Investment Holdings Limited Capital extension 106Atterbury House, Cape Town Atterbury Investment Holdings Limited Capital extension 6 312Lynnwood Bridge Office Park Lynnwood Bridge Office Park Proprietary Limited Development 54 818Andringa Walk, Stellenbosch Abacus Holdings Proprietary Limited Capital extension 24 906Eikestad Mall, Stellenbosch Abacus Holdings Proprietary Limited Capital extension 3 409Newtown Junction, Newtown Nieuwtown Property Development Company

Proprietary Limited Development 138 644Majestic, Newtown Majestic Offices Proprietary Limited Development 7 524Mill Square, Stellenbosch Abacus Holdings Proprietary Limited Capital extension 48 896West Hills Mall, Ghana West Hills Mall Limited Development 59 843Waterfall, Gauteng Atterbury Waterfall Investment Company

Proprietary Limited Development 639 151

1 006 370

The Group has formally approved the sale of the following investment properties and therefore they were classified as held for sale as at 31 March 2013:

Property Held byValued at

March 2013Anticipated date of sale

R’000

Great Westerford Atterbury Investment Holdings Limited 253 584 Feb 2014Harlequins Office Park Atterbury Parkdev Consortium Proprietary Limited 115 728 Aug 2013Atterbury House Atterbury Investment Holdings Limited 287 869 Sep 2013Sanridge Square Atterbury Investment Holdings Limited 95 821 Aug 2013De Ville Shopping Centre De Ville Shopping Centre Proprietary Limited 188 730 Feb 2014

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5. LEGAL AND REGULATORY MATTERS

Attvest transaction

5.1 Also refer to the Special Resolution Number 14 of the special general shareholders meeting held on 27 August 2013.

5.2 A transaction was entered into by AIH during 2006 in terms of which, interalia, Atterbury Investment Managers Proprietary Limited (“Attvest”) indemnified AIH (“the Indemnity Agreement”) in respect of 50% (fifty percent) of all amounts which AIH would have to pay to FirstRand Bank Limited (acting through its Rand Merchant Bank Division) (“RMB”) pertaining to a guarantee provided by RMB for the payment by AIH of the balance of the purchase price of a letting enterprise acquired by AIH. In consideration for Attvest granting the aforesaid indemnity, AIH agreed to allot and issue 36 187 844 (thirty-six million, one hundred and eighty-seven thousand, eight hundred and forty-four) shares in the share capital of AIH to Attvest (“the Initial Attvest Shares”).

5.3 Subsequent to the conclusion and implementation of the Indemnity Agreement, it transpired that the issuing of the Initial Attvest Shares was void ab initio by virtue of such shares not being fully paid-up at the time of the allotment and issue thereof by AIH to Attvest, as contemplated in section 92(1) of the Companies Act, 61 of 1973 (as amended) and therefore all subsequent transactions in relation to the Initial Attvest Shares are void abinitio.

5.4 The parties agreed to regularise the aforesaid transaction and thereby give effect to the original commercial intent of the parties, that is, Attvest being granted the right to subscribe for 36 187 844 (thirty-six million, one hundred and eighty-seven thousand, eight hundred and forty-four) shares in the capital of AIH at an issue price of R3.77 (three Rand and seventy-seven cents) escalated at 12% (twelve percent) per annum (nominal annual compounded annually in arrears) per share in consideration for having indemnified AIH in terms of the Indemnity Agreement.

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5.5 Broadly speaking, the regularisation of the above transaction involved AIH allotting and issuing 36 187 844 (thirty-six million, one hundred and eighty-seven thousand, eight hundred and forty-four) shares to Attvest, and buying back 25 188 346 (twenty-five million, one hundred and eighty-eight thousand, three hundred and forty-six) of AIH’s shares held by Attvest, with the net effect being that AIH and Attvest were placed in the same commercial position. The full details of this transaction are set out in the minutes of the AIH shareholders’ meeting held on 27 August 2013, at which meeting the shareholders of AIH approved the aforesaid regularisation of the transaction between AIH and Attvest by way of a special resolution.

Own shares held

The Companies Act limits the number of shares that a holding company s subsidiaries can own in its holding company to not more than 10%, in aggregate of the number of issued shares. This requirement was incorrectly applied by AIH on a subsidiary by subsidiary basis, instead of on the basis of all its subsidiaries taken together, resulting in AIH’s subsidiaries exceeding the 10% limit. The reason for AIH exceeding the aforesaid limit was due to an acquisition by Razorbill Properties 91 Proprietary Limited (“Razorbill”) of shares in the share capital of AIH from Attvest, which shares formed part of the shares issued to Attvest by AIH pursuant to the transaction contemplated above. As the issue of shares to Attvest was void abintio (as described in paragraph 5.3 above), the purported transfer of AIH shares by Attvest to Razorbill was also void abinitio. As such, AIH’s subsidiaries do not legally exceed the 10% limit.

6. POST-YEAR-END TRANSACTIONS

The following notable transactions have occurred since 31 March 2013:

Listing and related matters

The board resolved to proceed with the listing of AIH on the Johannesburg Securities Exchange. The anticipated listing date will be during October 2013. The company is in the process of obtaining all the required approvals for listing.

The board recommended that the name of AIH be changed to Attacq Limited. Shareholders’ approval was granted for the proposed name change.

Shareholders’ approval was obtained to convert AIH’s current 1 000 000 000 R0.0001 par value shares to 2 000 000 000 non-par value shares.

The board has made the decision to acquire all of the shares in Atterbury Asset Management Proprietary Limited (“AAM”) and thereby effectively internalise the asset management of AIH’s direct portfolio to be in line with the rest of the market, to create synergies between AIH and the asset manager and to remove any conflicts of interest that may exist between AIH and the asset manager.

AIH is in the process of acquiring 100% of the issued shares in AAM for a purchase consideration of R271 million, which will be settled in cash. AIH will subsequently issue R135.5 million in AIH shares at a price equal to the audited 30 June 2013 net asset value per share, on a consolidated basis, to Atterbury Property Holdings Proprietary Limited (“Atterbury Property”) and Attventure Proprietary Limited (“Attventure”). Atterbury Property (the previous 50% shareholder) will have a lock-in period for five years in respect of 1 600 000 AIH shares.

Rights Offer

A Non-Renounceable Rights Offer of R580 000 000 was made to existing shareholders. The Rights Offer, which closed on 24 July 2013, was at a price of R11.50 per share. The purpose of the rights offer was to:

• enhance AIH’s ability to take advantage of local and international acquisition opportunities that are available to AIH;• partly fund AIH’s future developments, particularly the Waterfall development; and• strengthen AIH’s balance sheet improving its ability to use cash to conclude transactions.

The Rights Offer was 44% oversubscribed. Excesses were allocated on an equitable basis and 50 434 782 shares were issued pursuant to the Rights Offer.

Sale of Atterbury House

AIH reached an agreement on the disposal of the Atterbury House property to Ascension Properties Ltd for an amount of R341 million. All the suspensive conditions have been met and transfer of the property is expected to take place during September 2013.

Sale of 50% undivided share in Sanridge Square

AIH reached an agreement with Rapfund Holdings Proprietary Limited (“Rapfund”) for the disposal of AIH’s 50% undivided share in the Sanridge Square property to Rapfund for an amount of R102 million, being the purchase consideration of R99 million escalated at a rate of 7.9% per annum from 1 January 2013 until the expected date of transfer. The transfer took place on 20 August 2013.

Sale of Atterbury Theatre

Lynnwood Bridge Office Park Proprietary Limited, a wholly-owned subsidiary of AIH, reached an agreement on the disposal of the Atterbury Theatre property to the Atterbury Trust for an amount of R42.3 million, settled by way of a transfer of 2 160 853 AIH

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shares and the balance in cash. The transaction is in the process of final implementation as the property was transferred during July 2013.

Sale of Atterbury Parkdev Consortium Proprietary Limited (Harlequins office park)

AIH entered into an agreement with Delta Property Fund Limited (“Delta”) on 20 August 2013 to dispose of 100% of the issued shares in Atterbury Parkdev Consortium Proprietary Limited (“APC”), which owns the office park known as Harlequins Office Park, and which shares constituted the entire ordinary share capital of APC held by AIH. The shares were disposed of cum any dividend distribution but free from encumbrances.

APC has declared a dividend distribution in an amount of R29 764 183 to AIH, which distribution was credited as a loan account in favour of AIH against APC and was paid to AIH on 3 September 2013.

The purchase price paid by Delta to AIH for the shares was an amount of R40 800 000 plus an escalation amount. Delta paid the purchase price and the escalation amount to AIH as follows:

• by allotting and the issuing of 4 883 469 Delta linked units which equates to R40 800 000; and• the escalation amount of R1 032 479 in cash on 3 September 2013.

Purchase of 75% of the issued shares in Brooklyn Bridge Office Park Proprietary Limited

Currently, AIH holds a 25% interest in this office development via its shareholding in Brooklyn Bridge Office Park Proprietary Limited (“Brooklyn Bridge”). The board approved the purchase of the remaining 75% shareholding in Brooklyn Bridge for a purchase consideration of approximately R170 000 000. A part of the purchase price will be payable in AIH shares. The transaction is still suspensive on a number of conditions.

Atterbury Waterfall Investment Company debt restructure

AIH reached an agreement with AWC on the restructure of the shareholder funding of AWIC by way of an investment by AIH in a preference share issued by Atterbury Waterfall City Proprietary Limited (“AWC”) and the shareholder loan advanced by AWC to AWIC directly.

Unbundling of Attfund International (Arctospark Proprietary Limited)

AIH reached an agreement on the restructuring of AIH’s investment in Arctospark. After the fulfilment of all suspensive conditions and post the restructure, AIH will own its share of Karoo I, Karoo II and Stenham European Shopping Centre Fund IC Limited directly and its shares in Arctospark will be cancelled. The investments in Karoo I, Karoo II and Stenham European Shopping Centre Fund IC Limited will be held via asset swap facilities with Sasfin and Investec.

Sale of shareholding in Karoo 1 and 2 to MAS Real Estate Inc. (“MAS”)

Subsequent to the unbundling of Arctospark, AIH has reached an agreement with MAS Real Estate Inc. to sell its investments in Karoo I and Karoo II to MAS in terms of which MAS will settle the purchase price by the issuing of shares in MAS at an issue price of €1.07 per MAS share. The transaction is still suspensive on a number of conditions.

Disposal of AIH’s shares in Artisan Investment Projects 10 Limited (Caltongate development)

AIH reached agreement with MAS Real Estate Inc. on the disposal of AIH’s shareholding in and loan to Artisan Investment Projects 10 Limited to MAS for an amount of GBP2 800 000 to be settled by the issue of 3 042 817 shares in MAS at an issue price of €1.07 per MAS share. The transaction is still subject to Reserve Bank approval.

Construction and disposal of the MB Technologies property

AIH reached an agreement with MBT Services Proprietary Limited, effective 30 November 2013, for the sale of the MB Technologies building currently under development for an amount of R220.8 million.

Acquisition of the Trinsam Trust’s shares in Atterbury Waterfall City Proprietary Limited (“AWC”)

Morne Wilken has an indirect benefit in the Trinsam Trust which is an existing shareholder in AWC. This shareholding was part of his incentive when he joined the Atterbury Group in 2008. The Board has requested the disposal of the shareholding in AWC, which is the 20% shareholder in Atterbury Waterfall Investment Company Proprietary Limited (“AWIC”), to prevent potential conflicts of interest. AIH and Morne Wilken have reached agreement whereby AIH will acquire the shares in AWC with AIH then effectively increasing its shareholding in AWIC.

Acquisition of the Abacus Trust’s shares in Abacus Holdings Proprietary Limited

AIH has reached agreement with the Abacus Trust to acquire the Abacus Trust’s shares and claims, which it holds via Abacus Trust and Mooirivier Mall Proprietary Limited, in Abacus Property Holdings Proprietary Limited. The agreement is subject to some suspensive conditions.

NEW DEVELOPMENT APPROVALS:

Mall of Africa – Waterfall Land Parcel 10

Previously, the board approved bulk earthworks on this project up to R73 million, and subsequent to March 2013, the board approved the increase of this amount to R140 million. The Board has now given approval to proceed with the Mall of Africa development, subject to certain financing terms and pre-letting requirements.

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The Mall of Africa will consist of a super-regional mall of 116,000m², two office blocks of 22 000m² and parking structures of 41 000m². Total capital costs amount to R3 476 050 000.

Waterfall Lifestyle – Waterfall Land Parcel 15

The board approved the development of this retail centre with the anchor tenant being Virgin Active. The total capital cost amounts to R103 600 000.

Waterfall Allandale/K101 intersection upgrade

The board approved the upgrade of the intersection. The upgrading of the intersection will greatly relieve the current traffic congestion in the area and will increase access into surrounding sites and the marketability of the site. The upgrading of this intersection also forms part of the servicing of Land Parcel 9, which is a condition for clearance certificates. The total capital costs amount to R16 500 000.

7. DIVIDENDS

No dividends were declared by AIH.

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STATEMENT OF FINANCIAL POSITION

GROUP31 March 2013 30 June 2012

Notes R’000 R’000ASSETSNon-current assetsProperty, plant and equipment 3 537 2 367Investment properties 1 9 059 502 8 497 139

Per valuation (excluding goodwill) 9 178 391 8 607 082Straight-line lease debtor (118 889) (109 943)

Straight-line lease debtor 118 889 109 943Deferred initial lease expenditure 6 946 4 351Goodwill 2 – 16 929Investment in associates 4 1 155 395 1 156 943Other investments 5 57 913 476 997Other financial assets 8 – –Deferred tax assets 10 264 4 194

10 402 446 10 268 863Current assetsInventories 3 41 660 41 644Taxation receivable 4 349 711Trade and other receivables 13 86 023 81 351Loans to shareholders 7 – 6 308Loans to associates and joint ventures 6 878 019 621 652Other financial assets 8 46 891 104 199Cash and cash equivalents 9 150 174 200 501

1 207 116 1 056 366Non-current assets classified as held for sale 11 962 488 262 122Total assets 12 572 050 11 587 351EQUITY AND LIABILITIESIssued capital and share premium 14 2 196 594 2 196 596Distributable reserves 2 979 846 2 442 040Share based payments 4 802 –Foreign currency translation reserve 5 (668)Equity attributable to owners of the holding company 5 181 247 4 637 968Minority Interest 354 277 395 348Total equity 5 535 524 5 033 316LiabilitiesNon-current liabilitiesLong-term borrowings 15 3 446 039 3 560 378Deferred tax liabilities 10 688 644 591 838Other financial liabilities 8 126 076 127 331Provision for liabilities relating to associates 63 378 58 202Provision for liabilities relating to other investments – 9 049Finance lease liability 12 626 721 440 148

4 950 858 4 786 946Current liabilitiesLoans from shareholders 7 – –Loans from associates and joint ventures 6 – 9 284Other financial liabilities 8 216 440 293 177Finance lease liability 12 6 480 114 018Taxation payable 48 427 7 198Trade and other payables 16 276 047 150 231Provisions 17 17 491 –Current portion of long-term borrowings 15 1 121 260 1 062 004

1 686 145 1 635 912Non-current liabilities directly associated with assets held for sale 11 399 523 131 177Total liabilities 7 036 526 6 554 035Total equity and liabilities 12 572 050 11 587 351Issued shares (adjusted for treasury shares held) 449 406 150 449 406 150Net asset value per share (cents) 1 153 1 032Tangible net asset value per share (cents) 1 153 1 028

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ACCOUNTING POLICIES FOR THE NINE MONTHS ENDED 31 MARCH 2013

1. PRESENTATION OF FINANCIAL STATEMENTS

The financial statements have been prepared in accordance with International Financial Reporting Standards, and the Companies Act of South Africa, 2008. The financial statements have been prepared on the historical cost basis, except for the measurement of investment properties and financial instruments at fair value or amortised cost, and incorporate the principal accounting policies set out below. They are presented in South African Rands.

These accounting policies are consistent with the previous periods.

These nine-month financial statements have been prepared in order for the company to be able to list on the JSE. The board believes it is appropriate to include the results for the year ended 30 June 2012 as a comparative.

1.1 Consolidation

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the company and all entities, including special purpose entities, which are controlled by the company. Control exists when the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries are included in the consolidated financial statements from the effective date of acquisition to the effective date of disposal.

All intra-company transactions, balances, income and expenses are eliminated in full on consolidation.

Non-controlling interests in the net assets of consolidated subsidiaries are identified and recognised separately from the company’s interest therein, and are recognised within equity. Losses of subsidiaries attributable to non-controlling interests are allocated to the non-controlling interest even if this results in a debit balance being recognised for non-controlling interest. The difference between the fair value of consideration paid or received and the movement in non-controlling interest for such transactions is recognised in equity attributable to the owners of the parent.

The company accounts for business combinations using the acquisition method of accounting. The cost of the business combination is measured as the aggregate of the fair values of assets given, liabilities incurred or assumed and equity instruments issued. Costs directly attributable to the business combination are expensed as incurred, except the costs to issue debt which are amortised as part of the effective interest and costs to issue equity which are included in equity.

Business consolidations

The acquiree’s identifiable assets, liabilities and contingent liabilities which meet the recognition conditions of IFRS 3 Business Combinations, are recognised at their fair values at acquisition date. On acquisition, the company assesses the classification of the acquiree’s assets and liabilities and reclassifies them where the classification is inappropriate for company purposes.

Non-controlling interest arising from a business combination is measured either at their share of the fair value of the assets and liabilities of the acquiree or at fair value. The treatment is not an accounting policy choice but is selected for each individual business combination, and disclosed in the note for business combinations.

Goodwill is determined as the consideration paid, plus the fair value of any shareholding held prior to obtaining control, plus non-controlling interest and less the fair value of the identifiable assets and liabilities of the acquiree. Goodwill is not amortised but is tested on an annual basis for impairment. If goodwill is assessed to be impaired, that impairment is not subsequently reversed. If a bargain purchase is calculated, this amount is accounted for directly in the statement of comprehensive income.

Investment in associates

An associate is an entity over which the company has significant influence and which is neither a subsidiary nor a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

An investment in associate is accounted for using the equity method. Under the equity method, investments in associates are carried in the consolidated statement of financial position at cost adjusted for post acquisition changes in the company’s share of net assets of the associate, less any impairment losses.

Losses in an associate in excess of the company’s interest in that associate are recognised only to the extent that the company has incurred a legal or constructive obligation to make payments on behalf of the associate.

Any goodwill on acquisition of an associate is included in the carrying amount of the investment, however, a gain on acquisition is recognised immediately in profit or loss.

Profits or losses on transactions between the company and an associate are eliminated to the extent of the company’s interest therein.

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1.2 Investment property

Investment properties are properties held to earn rentals and/or capital appreciation (including property under construction for such purposes).

Investment property is recognised as an asset when it is probable that the future economic benefits that are associated with the investment property will flow to the enterprise, and the cost of the investment property can be measured reliably.

Investment property is initially recognised at cost. Costs include costs incurred initially, transaction costs and costs incurred subsequently to add to, or to replace a part of, or service a property. If a replacement part is recognised in the carrying amount of the investment property, the carrying amount of the replaced part is derecognised.

Where a property is under construction with the purpose of holding the completed property for long-term rental yields or for capital appreciation, such property is classified as investment property under construction. Maintenance and repairs, which neither materially add to the value of the properties nor prolong their useful lives, are charged against income.

Tenant installations are cost paid by the lessor on behalf of the lessee on signature of the lease agreement for cost spent by the lessor to ensure the building is in the condition suitable for the lease. Tenant installations on the first lease are capitalised against the project, while tenant installations on subsequent leases signed are capitalised and expensed through the statement of comprehensive income over the lease period.

Fair value

Subsequent to initial measurement investment property is measured at fair value. A gain or loss arising from a change in fair value is included in net profit or loss for the period in which it arises. If the fair value of investment property under construction is not determinable, it is measured at cost until the earlier of the date it becomes determinable or construction is complete. In the current period the Group made the calculation of such fair value gain more specific, by applying the percentage of completion method to the present value of the expected fair value gain or loss. Refer note 1.15 for further details on this change in estimate.

1.3 Property, plant and equipment

Property, plant and equipment are carried at cost less accumulated depreciation and any impairment losses. Depreciation is provided on all property, plant and equipment to write down the cost, less residual value, using the straight line method of depreciation, over the items’ estimated useful lives.

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, annually. An asset’s carrying amount is written down immediately to its recoverable amount if its carrying amount is greater that it’s estimated recoverable amount.

1.4 Investment in joint ventures

In respect of its interest in jointly controlled assets, the Group recognises in its financial statements:

• its share of the jointly controlled assets, classified according to the nature of the assets;• any liabilities that it has incurred;• its share of any liabilities incurred jointly with the other venturers in relation to the joint venture;• any income from the sale or use of its share of the output of the joint venture, together with its share of any expenses

incurred by the joint venture; and• any expenses that it has incurred in respect of its interest in the joint venture.

1.5 Financial instruments

Initial recognition and measurement

The Group classifies financial instruments, or their component parts, on initial recognition as a financial asset, a financial liability or an equity instrument in accordance with the substance of the contractual arrangement. Financial assets and financial liabilities are recognised on the statement of financial position when the Group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are recognised initially at fair value. In the case of financial assets or liabilities not classified at fair value through profit and loss, transaction costs that are directly attributable to the acquisition or issue of the financial instruments are added to the fair value. For financial assets carried at fair value, the change in fair value is recognised in profit or loss or in equity, as appropriate.

Subsequent measurement

Financial instruments at fair value through profit or loss are subsequently measured at fair value, with gains and losses arising from changes in fair value being included in profit or loss for the period.

Net gains or losses on the financial instruments at fair value through profit or loss exclude dividends and interest.

Loans and receivables are subsequently measured at amortised cost, using the effective interest method, less accumulated impairment losses.

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Held-to-maturity investments are subsequently measured at amortised cost, using the effective interest method, less accumulated impairment losses.

Available-for-sale financial assets are subsequently measured at fair value. This excludes equity investments for which a fair value is not determinable, which are measured at cost less accumulated impairment losses.

Gains and losses arising from changes in fair value are recognised in other comprehensive income and accumulated in equity until the asset is disposed of or determined to be impaired. Interest on available-for-sale financial assets calculated using the effective interest method is recognised in profit or loss as part of other income.

Financial liabilities at amortised cost are subsequently measured at amortised cost, using the effective interest method.

Fair value determination

The fair values of quoted investments are based on current bid prices. If the market for a financial asset is not active (and for unlisted securities), the Group establishes fair value by using valuation techniques. These include the use of recent arm’s length transactions, reference to other instruments that are substantially the same and reference to the proportionate interest held by the Group en the net equity of the investee.

Impairment of financial assets

At each reporting date the Group assesses all financial assets, to determine whether there is objective evidence that a financial asset or group of financial assets has been impaired.

For amounts due to the Group, significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy and default of payments are all considered indicators of impairment.

Impairment losses are recognised in profit or loss.

Impairment losses are reversed when an increase in the financial asset’s recoverable amount can be related objectively to an event occurring after the impairment was recognised, subject to the restriction that the carrying amount of the financial asset at the date that the impairment is reversed shall not exceed what the carrying amount would have been had the impairment not been recognised. Reversals of impairment losses are recognised in profit or loss except for equity investments classified as available-for-sale.

Loans to/(from) group companies

These include loans to and from holding companies, fellow subsidiaries, subsidiaries, joint ventures and associates and are recognised initially at fair value plus direct transaction costs.

Loans to group companies are classified as loans and receivables. Loans from group companies are classified as financial liabilities measured at amortised cost.

Loans to shareholders, directors, managers and employees

These financial assets are classified as loans and receivables.

Inventories

Inventories are measured at the lower of cost and net realisable value.

Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

The cost of inventories comprises of all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition.

When inventories are sold, the carrying amount of those inventories are recognised as an expense in the period in which the related revenue is recognised. The amount of any write-down of inventories to net realisable value and all losses of inventories are recognised as an expense in the period the write-down or loss occurs. The amount of any reversal of any write-down of inventories, arising from an increase in net realisable value, are recognised as a reduction in the amount of inventories recognised as an expense in the period in which the reversal occurs.

Trade and other receivables

Trade and other receivables are measured at initial recognition at fair value, and are subsequently measured at amortised cost using the effective interest rate method to the extent that significant differences occur. Appropriate allowances for estimated irrecoverable amounts are recognised in profit or loss when there is objective evidence that the asset is impaired. The allowance recognised is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the effective interest rate computed at initial recognition.

Trade and other payables

Trade payables are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest rate method to the extent that significant differences occur.

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Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These are initially and subsequently recorded at fair value.

Cash from financing activities and cash from investing activities are calculated as the gross amount in the respective accounts.

Bank overdraft and borrowings

Bank overdrafts and borrowings are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest rate method. Any difference between the proceeds (net of transaction costs) and the settlement or redemption of borrowings is recognised over the term of the borrowings in accordance with the Group’s accounting policy for borrowing costs.

Derivatives

Derivative financial instruments, which are not designated as hedging instruments, consisting of interest rate swaps, are initially measured at fair value on the contract date, and are re-measured to fair value at subsequent reporting dates.

Derivatives are classified as financial assets at fair value through profit or loss.

1.6 Tax

Current tax assets and liabilities

Current tax for current and prior periods is, to the extent unpaid, recognised as a liability. If the amount already paid in respect of current and prior periods exceeds the amount due for those periods, the excess is recognised as an asset.

Current tax liabilities/(assets) for the current and prior periods are measured at the amount expected to be paid to/(recovered from) the tax authorities, using the tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax assets and liabilities

A deferred tax liability is recognised for all taxable temporary differences, except to the extent that the deferred tax liability arises from the initial recognition of an asset or liability in a transaction which at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss).

A deferred tax asset is recognised for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilised. A deferred tax asset is not recognised when it arises from the initial recognition of an asset or liability in a transaction at the time of the transaction, affects neither accounting profit nor taxable profit/(tax loss). A deferred tax asset is recognised for the carry forward of unused tax losses to the extent that it is probable that future taxable profit will be available against which the unused tax losses can be utilised.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Tax expenses

Current and deferred taxes are recognised as income or an expense and included in profit or loss for the period, except to the extent that the tax arises from:

• a transaction or event which is recognised, in the same or a different period, to other comprehensive income; or• a business combination.Current tax and deferred taxes are charged or credited to other comprehensive income if the tax relates to items that are credited or charged, in the same or a different period, to other comprehensive income.

Current tax and deferred taxes are charged or credited directly to equity if the tax relates to items that are credited or charged, in the same or a different period, directly in equity.

1.7 Leases

A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership. A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership.

The Group as lessor – operating leases

Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight-line basis over the lease term.

The Group as lessee – finance leases

Assets held under finance leases are initially recognised as assets of the Group at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the consolidated statement of financial position as a finance lease obligation.

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Lease payments are apportioned between finance expenses and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance expenses are recognised immediately in profit or loss, unless they are directly attributable to qualifying assets, in which case they are capitalised in accordance with the Group’s general policy on borrowing costs (see 1.13). Contingent rentals are recognised as expenses in the periods in which they are incurred.

1.8 Non-current assets held for sale

Non-current assets are classified as held for sale if their carrying amount will be recovered through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the asset is available for immediate sale in its present condition. Management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within one year from the date of classification.

1.9 Impairment of assets

The Group assesses at each end of the reporting period whether there is any indication that an asset may be impaired. If any such indication exists, the Group estimates the recoverable amount of the asset.

Irrespective of whether there is any indication of impairment, the Group also tests goodwill for impairment annually.

If there is any indication that an asset may be impaired, the recoverable amount is estimated for the individual asset. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. If the recoverable amount of an asset is less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. That reduction is an impairment loss.

The impairment loss is allocated to reduce the carrying amount of the assets of the unit in the following order:

• first, to reduce the carrying amount of any goodwill allocated to the cash-generating unit; and• then, to the other assets of the unit, prorata on the basis of the carrying amount of each asset in the unit.An entity assesses at each reporting date whether there is any indication that an impairment loss recognised in prior periods for assets other than goodwill may no longer exist or may have decreased. If any such indication exists, the recoverable amounts of those assets are estimated.

1.10 Share capital and equity

Ordinary shares are classified as equity. Mandatorily redeemable preference shares are classified as liabilities.

If the Group reacquires its own equity instruments, the consideration paid, including any directly attributable incremental costs (net of income taxes) on those instruments are deducted from equity until the shares are cancelled or reissued. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Group’s own equity instruments. Consideration paid or received shall be recognised directly in equity.

1.11 Provisions and contingencies

Provisions are recognised when:

• the Group has a present obligation as a result of a past event;• it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and• a reliable estimate can be made of the obligation.The amount of a provision is the present value of the expenditure expected to be required to settle the obligation.

Where some or all of the expenditure required to settle a provision is expected to be reimbursed by another party, the reimbursement shall be recognised when, and only when, it is virtually certain that reimbursement will be received if the entity settles the obligation. The reimbursement shall be treated as a separate asset. The amount recognised for the reimbursement shall not exceed the amount of the provision.

Contingent assets and contingent liabilities are not recognised.

1.12 Revenue

Revenue is measured at the fair value of the consideration received or receivable and represents the amounts receivable for services provided in the normal course of business, net of trade discounts and volume rebates, and value-added tax.

Interest is recognised, in profit or loss, using the effective interest rate method.

Dividends are recognised, in profit or loss, when the Group’s right to receive payment has been established.

1.13 Borrowing costs

Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised as part of the cost of that asset until such time as the asset is ready for its intended use. The amount of borrowing costs eligible for capitalisation is determined as follows:

• Actual borrowing costs on funds specifically borrowed for the purpose of obtaining a qualifying asset less any temporary investment of those borrowings.

• Weighted average of the borrowing costs applicable to the entity on funds generally borrowed for the purpose of obtaining a qualifying asset. The borrowing costs capitalised do not exceed the total borrowing costs incurred.

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The capitalisation of borrowing costs commences when:• expenditures for the asset have occurred;• borrowing costs have been incurred, and• activities that are necessary to prepare the asset for its intended use or sale are in progress.Capitalisation is suspended during extended periods in which active development is interrupted.

Capitalisation ceases when substantially all the activities necessary to prepare the qualifying asset for its intended use or sale are complete.

All other borrowing costs are recognised as an expense in the period in which they are incurred.

1.14 Translation of foreign currencies

Foreign currency transactions

A foreign currency transaction is recorded, on initial recognition in Rands, by applying to the foreign currency amount the spot exchange rate between the functional currency and the foreign currency at the date of the transaction.

At the end of the reporting period:

• foreign currency monetary items are translated using the closing rate;• non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange

rate at the date of the transaction; and• non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the

date when the fair value was determined.Exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition during the period or in previous financial statements are recognised in profit or loss in the period in which they arise.

When a gain or loss on a non-monetary item is recognised to other comprehensive income and accumulated in equity, any exchange component of that gain or loss is recognised to other comprehensive income and accumulated in equity. When a gain or loss on a non-monetary item is recognised in profit or loss, any exchange component of that gain or loss is recognised in profit or loss.

Cash flows arising from transactions in a foreign currency are recorded in Rands by applying to the foreign currency amount the exchange rate between the Rand and the foreign currency at the date of the cash flow.

Investments in subsidiaries, joint ventures and associates

The results and financial position of a foreign operation are translated into the functional currency using the following procedures:

• assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position;

• income and expenses for each item of profit or loss are translated at exchange rates at the dates of the transactions; and• all resulting exchange differences are recognised to other comprehensive income and accumulated as a separate

component of equity.Exchange differences arising on a monetary item that forms part of a net investment in a foreign operation are recognised initially to other comprehensive income and accumulated in the translation reserve. They are recognised in profit or loss as a reclassification adjustment through to other comprehensive income on disposal of net investment.

1.15 Critical accounting judgements and key sources of estimation uncertainty

In the application of the Group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The following are the key assumptions and judgements concerning the future, and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

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Trade receivables, held to maturity investments and loans and receivables

The Group assesses its trade receivables, held to maturity investments and loans and receivables for impairment at the end of each reporting period. In determining whether an impairment loss should be recorded in profit or loss, the Group makes judgements as to whether there is observable data indicating a measurable decrease in the estimated future cash flows from a financial asset.

Effective date of property transactions

In the event of an investment property being disposed/acquired, the effective date of the transaction is generally treated as the date when all suspensive conditions have been met, and the buyer becomes contractually entitled to the income and expenses associated with the property, and not when the property is transferred.

Fair value estimation

The fair value of financial instruments traded in active markets is based on quoted market prices at the end of the reporting period. The quoted market price used for financial assets held by the Group is the current bid price.

The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at the end of each reporting period. Quoted market prices or dealer quotes for similar instruments are used for long-term debt. Other techniques, such as estimated discounted cash flows, are used to determine fair value for the remaining financial instruments. The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows.

The carrying value less impairment provision of trade receivables and payables are assumed to approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments.

Fair value on property investments under construction – change in estimate

During the current period, the Group made the recognition of a gain or a loss on investments under construction, more specific. Previously, the estimate typically resulted in a gain only being recognised close to completion of the project, whereas a loss would be recognised once determinable.

More specific criteria were created to assist to determine the quantum of the gain or loss. A loss will be provided in full once determinable, whereas a gain will be accounted for based on applying the percentage of completion to the present value of the final anticipated profit on completion of the building. Management believe this better reflects the gain or loss as the developments progresses towards completion.

The value of the gain or loss is determined by calculating the expected valuation of the building on completion, less the expected cost to complete the building. If a loss, the full loss is recognised. A gain is present valued by applying a discount rate of the bank interest rate plus cost of capital (being 13.75%). The percentage of completion of the building is then applied to this present valued gain. The percentage of completion is determined by reference to the PPS on the project, using the cost incurred on the top structures to the reporting period, compared to the total cost of the project on top structures.

The asset under construction is therefore shown at initial costs, plus the portion of fair value gain or loss so calculated.

The change in estimate has an impact on Investment properties (refer note 3).

Impairment testing

The recoverable amounts of cash-generating units and individual assets have been determined based on the higher of value-in-use calculations and fair values less costs to sell. These calculations require the use of estimates and assumptions.

The Group reviews and tests the carrying value of assets when events or changes in circumstances suggest that the carrying amount may not be recoverable. In addition, goodwill is tested on an annual basis for impairment. Assets are grouped at the lowest level for which identifiable cash flows are largely independent of cash flows of other assets and liabilities. If there are indications that impairment may have occurred, estimates are prepared of expected future cash flows for each group of assets. Expected future cash flows used to determine the value in use of goodwill and tangible assets are inherently uncertain and could materially change over time. They are significantly affected by a number of factors including industry specific and macroeconomic variances.

For direct and indirect foreign investments and loans, the group also takes into account foreign currency fluctuations and international markets.

Provisions

Provisions are recognised when the group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the provision.

Provisions were raised and management determined an estimate based on the information available.

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Expected manner of realisation for deferred tax

Deferred tax is provided for on the fair value adjustments of investment properties based on the expected manner of recovery, i.e. sale or use. This manner of recovery affects the rate used to determine the deferred tax liability.

Impairment of goodwill

Determining whether goodwill is impaired requires an estimation of the value in use of the cash-generating units to which goodwill has been allocated. The value in use calculation requires the directors to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value.

Useful lives of property, plant and equipment

The Group reviews the estimated useful lives of property, plant and equipment at the end of each reporting period.

Item Useful life

Cleaning equipment 3 yearsComputer equipment 3 yearsMotor vehicles 5 yearsKitchen equipment 3 yearsOther fixed assets 5 to 10 years

Valuation of financial instruments

The Group uses valuation techniques that include inputs that are not based on observable market data to estimate the fair value of certain types of financial instruments. Note on Financial instruments provides detailed information about the key assumptions used in the determination of the fair value of financial instruments, as well as the detailed sensitivity analysis for these assumptions.

The directors believe that the chosen valuation techniques and assumptions used are appropriate in determining the fair value of financial instruments.

1.16 Segmental reporting

Determination and presentation of operating segments

The group determines and presents operating segments based on information that is provided internally to the Chief Operating Decision-Maker.

Segmental results that are reported to the Chief Operating Decision-Maker include items directly attributable to a segment or a region, as well as those that can be allocated on a reasonable basis.

On a primary basis, the operations are organised into the following business segments – office and mixed use, retail, vacant land, projects and light industrial. The Chief Operating Decision-Maker, however, assesses each investment property on an individual basis in making decisions about its performance. Any capital expenditure relating to investment property will be accounted for as under note 1.2 (Investment property) and will be shown separately in note 1 (Investment Property) of the financial statements.

1.17 New accounting pronouncements

The Group has not yet adopted the following pronouncements which have been issued by the International Accounting Standards Board. The Group does not currently believe the adoption of these pronouncements will have a material impact on its results, financial position or cash flow:

Accounting standard/interpretation Effective date

IFRS 9 Financial Instruments 1 January 2015IFRS 10 Consolidated Financial Statements 1 January 2013IAS 27 Separate Financial Statements 1 January 2013IFRS 11 Joint Arrangements 1 January 2013IFRS 12 Disclosure of Interests in Other Entities 1 January 2013IFRS 13 Fair Value Measurement 1 January 2013IAS 12 Income Taxes 1 January 2013IAS 28 Investment in Associated 1 January 2013IAS 32 Financial Instruments: Presentation 1 January 2014IFRS 7 Financial Instruments: Disclosure 1 January 2013IAS 19 Employee Benefits Revised 1 January 2013

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EXTRACT OF NOTES TO THE FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED 31 MARCH 2013

1. INVESTMENT PROPERTIES

Group

March 2013 June 2012R’000 R’000

Fair valueBalance at beginning of the year 8 497 139 4 840 709Additions 1 006 370 795 700Additions via business combinations – 2 127 079Provision for tenant installations (273) (9 119)Net gain from fair value adjustment 870 026 1 047 720

Continued operations 817 570 1 020 769Discontinued operations 52 456 26 951

Transfer to inventory – (41 627)Transfers to held for sale and disposal (1 249 585) (263 323)Disposed via sale of subsidiary (63 055) –Foreign currency effect (1 120) –

Balance at end of the year 9 059 502 8 497 139

Reconciled as follows:Cost 7 200 587 6 353 788Fair value adjustment 3 168 942 2 444 295Provision for tenant installations 3 733 4 006Transfer to inventory – (41 627)Transfers to assets held for sale and disposals (1 249 585) (263 323)Disposed via sale of subsidiary (63 055) –Foreign currency effect (1 120) –

Total value 9 059 502 8 497 139

Fair valuations

The effective date of the re-valuations was 31 March 2013. The previous valuations were done on 30 June 2012.

Investment properties and properties under construction

Buildings and buildings under construction

The revaluations for investment property buildings and buildings under construction were performed by the Valuation Division of Old Mutual Investment Group South Africa (“OMIGSA”), a registered independent and professional valuer. The independent valuers at OMIGSA, and the OMIGSA property valuation manager, Mr.Trevor King (Registered Professional Valuer and Chartered Valuation Surveyor), are not connected to the Group and have recent and substantial experience in the location and category of the investment properties being valued.

The industry accepted capitalisation of normalised net income methodology has been adopted for valuation of the investment properties, and includes the following:

• consideration of market norm operating costs, including letting commission and tenant installations;• inclusion of perpetual vacancy factors, as well as short-term vacancy provisions on specific buildings; and• application of market norm market rentals, capitalisation rates and discount rates.Cap rates used for valuations ranged between 6.75% to 10% (2012: 7.25% to 10%).

In addition to the valuations performed, certain cost provisions and obligations were included in determining the fair value of the properties disclosed.

The value of buildings under construction or refurbishment was determined with reference to the cost incurred to date plus a portion of the final anticipated fair value gain upon completion of the building. The final anticipated fair value gain upon completion of the buildings is the difference between the total costs of development and the value of the building calculated using the capitalised net income method.

The realised fair value gain, being a portion of the present value of the anticipated fair value gain, is determined with reference to the stage of completion of the building. The stage of completion of the building is determined with respect to the cost to date of the top structure and the total anticipated costs excluding the land and the related funding costs. The final anticipated fair value of the building is determined upon completion of the building using the external valuation upon completion.

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Development Land

Except for the directors valuations that were done on Le Chateau, the revaluations for the development land was performed by an independent valuer Amanda de Wet (B. Proc LLB (UP), Nat Dip in REES (Unisa), a member of the SA Institute of Valuers, who is not connected to the Group and has recent experience in the location and category of the investment properties being valued.

Waterfall leasehold and development rights

The effective date of the revaluations on Waterfall Land and Waterfall Buildings including buildings under construction was 31 March 2013. Revaluations were performed by the Valuation Division of Old Mutual Investment Group South Africa (OMIGSA), a registered independent and professional valuer. The independent valuers at OMIGSA, and the OMIGSA property valuation manager Mr Trevor King (Registered Professional Valuer and Chartered Valuation Surveyor), are not connected to the Group and have recent and substantial experience in the location and category of the investment properties being valued. In 2012 and 2011 these revaluations were performed by an independent valuer, A de Wet. A de Wet is not connected to the company and has recent experience in location and category of the investment property being valued.

The acquisition of the Waterfall leasehold and development rights were subject thereto that 20% thereof vests in the Atterbury Property Holdings Proprietary Limited, as developer of the infrastructure and improvements on the land parcels referred to above. To facilitate the vesting of the said 20%, the leasehold and development rights were transferred applying section 45 of the Income Tax Act (with the effect that the original base cost remains unchanged) to Atterbury Waterfall Investment Company Proprietary Limited (AWIC), effective 31 May 2009. The transfer price of R804 624 817 (initial transfer value of R750 000 000 escalating at a rate equal to the prime interest lending rate from 27 October 2008 to 31 May 2009) was settled by way of an inter-company loan raised between AWIC and Atterbury Investment Holdings Limited.

Waterfall Land

In 2009 the company entered into a sale of development rights and lease agreements with Waterfall Development Company Proprietary Limited in terms of which it obtained the right to develop the parcels of land listed below and call for the registration of long-term lease agreements against the title deeds of these parcels (it is anticipated that all the lease agreements will be registered within the foreseeable future).

For all periods presented, Waterfall comprises development rights obtained relating to:

• land parcel 3, 8, 9, 10, 10a, 10b, 12 and 24 of portion 1/RE on the Farm Waterfall No. 5;• land parcel 15 on portion 62 of the Farm Waterfall No. 5;• land parcel 20 on portion 706 of the Farm Waterfall No. 5;• land parcel 21 on portion 75 of the Farm Waterfall No. 5; and• land parcel 22 on portion 78 on the Farm Waterfall No. 5.The valuation is done by applying the residual-land valuation model and includes the following key assumptions:

• an estimated development plan spanning 1 to 8 years;• serviced land prices between R386 and R2 800 (2012: R450 and R3 000) per square metre, depending on service installed and

usage;• estimated capital outlays and professional fees as per independent quantity surveyor;• provision for additional costs, e.g. agents commission and marketing;• inflation linked escalations of costs and income of 0% (2012 & 2011: 10%) per annum; and• discount rates for present value calculations between 0% and 25% (2012: 15% to 22%).

Waterfall Buildings including buildings under construction

The valuation of buildings and buildings under construction were done by applying the industry accepted capitalisation of normalised net income methodology, and includes the following:

• consideration of market norm operating costs, including letting commission and tenant installations;• inclusion of perpetual vacancy factors, as well as short-term vacancy provisions on specific buildings; and• application of market norm market rentals, capitalisation rates, and discount rates.

The following buildings are currently under development during the current financial year on the relevant land parcels:

• Woodmead North Office Park was developed on land parcel 20 on portion 706 of the Farm Waterfall No. 5. The valuation included in the annual financial statements is also only 50% of the value as 50% of the development rights and the building was sold to the Moolman Group during the previous year, through a 50/50 joint venture between the two parties; and

• The Massbuild Distribution Warehouse was developed on land parcel 8 on portion 1/RE on the Farm Waterfall No. 5.

The following buildings are currently under construction on the relevant land parcels:

• Cell C Multi-Use-Premise on land parcel 21 on portion 75 of the Farm Waterfall No. 5;• Group 5 Head Office on land parcel 15 on portion 62 of the Farm Waterfall No. 5;• Maxwell Office Park (Phase I) on land parcel 10 of portion 1/RE on the Farm Waterfall No. 5; and• MB Technologies Warehouse on land parcel 22 on portion 78 on the Farm Waterfall No. 5.

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The value of these developments was determined with reference to the cost incurred to date plus a portion of the final anticipated fair value gain upon completion of the building. The final anticipated fair value gain upon completion of the buildings is the difference between the total costs of development and the value of the building calculated using the capitalised net income method.

The realised fair value gain, being a portion of the present value of the anticipated fair value gain, is determined with reference to the stage of completion of the building. The stage of completion of the building is determined with respect to the cost to date of the top structure and the total anticipated costs excluding the land and the related funding costs. The final anticipated fair value of the building is determined upon completion of the building using the external valuation upon completion.

Refer to note 12 for description of the finance lease liability linked to this investment property.

The change in estimate s impact in the current reporting period, being the additional fair value gain recognised given the stage of completion of buildings under construction, is as follows:

Fair value gain Tax effectNet effect

after taxR’000 R’000 R’000

Investment property (Lynnwood bridge phase 3, Newtown, Majestic Offices) 34 800 (6 490) 28 311Investment property (Cell C; Group 5 Head Office, Maxwell Office Park, MB Technologies building) 57 379 (10 700) 46 679

Total 92 179 (17 190) 74 990

2. GOODWILL

Group

March 2013 June 2012R’000 R’000

Carrying value at beginning of the year 16 929 17 961Goodwill written off (16 929) –Transferred to assets held for sale – (1 032)

Carrying value at end of the year – 16 929

The goodwill balance can be allocated to investments that represent cash-generating units. These investments are Highgrove Proprietary Limited, the Investec Building and De Ville Shopping Centre. The portion transferred to assets held for sale in the prior year relates to the Investec Pretoria Offices building which was held for sale at year-end.

Goodwill is tested for impairment annually, or when there is an indication of impairment. For impairment testing purposes, goodwill is allocated to a cash-generating unit, of which the recoverable amount is determined based on value in use.

Management has assessed the cash flows off the cash-generating units that the goodwill can be allocated to, and decided to write off the existing goodwill. This amount has been written off in the statement of comprehensive income under “operating and other expenses”. Management does not believe the goodwill represents additional future value to be unlocked in the assets that is currently not reflected in the fair value as determined in the valuations.

3. INVENTORIES

Group

March 2013 June 2012R’000 R’000

Carrying value at end of the year 41 660 41 644

The Atterbury theatre was constructed with the intent to be sold to the Atterbury Trust. Inventory is valued at the lower of cost and net realisable value.

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4. INVESTMENT IN ASSOCIATES

Group

March 2013 June 2012R’000 R’000

Fair valueBalance at beginning of the year 1 098 741 3 380 809Additions 175 425 537 808Transfers from other investments (9 049) 23 450Write down of investment – (2 800 850)Share in retained profits/(losses) 36 234 (43 208)Adjustment for minorities due to cross-shareholding (42 900) –Transfers (150 839) –Foreign currency effect 2 552 732Impairment – –Provision for surety (18 147) –

Balance at end of the year – net of provision for impairment 1 092 017 1 098 741

Disclosedasfollows:Total investment in associates 1 155 395 1 156 943Provision for liabilities relating to associates (63 378) (58 202)

Total value 1 092 017 1 098 741

Reconciledasfollows:Cost 711 927 536 502Share of net retained profits since acquisition 591 976 562 239Adjustment for minorities due to cross shareholding (42 900) –Provision for surety (18 147) –Transfers (150 839) –

Balance at end of the year – net of provision for impairment 1 092 017 1 098 741

Proportional interest held in associates:

Group

March 2013 June 2012% %

Attfund Limited (liquidated October 2012 ) – 42.5Rapfund Holdings Proprietary Limited – –Atterbury Parkdev Consortium Proprietary Limited – –Paradise Coast Property Development Proprietary Limited 33.3 33.3Keysha Investments 213 Proprietary Limited (‘Val de Vie’) 50.0 50.0Mall of Mauritius at Bagatelle Limited 49.9 49.9Brooklyn Bridge Office Park Proprietary Limited 25.0 25.0Travenna Development Company Proprietary Limited 36.0 36.0Atterbury Africa Limited 25.0 50.0Geelhoutboom Estate Proprietary Limited 36.7 36.7The Club Retail Park Proprietary Limited 31.0 31.0Waterfall Mall Limited – 25.0Accra Mall Limited – 50.0Artisan Investment Projects 10 Limited 26.3 26.3Retail Africa Consortium Holdings Proprietary Limited 20.0 20.0Arctospark Proprietary Limited 50.0 50.0Bagaprop Limited 49.9 49.9Atterbury Property Holdings Proprietary Limited 25.0 25.0Bishopsgate Student Residential Limited 30.0 30.0MAS Real Estate Inc. 21.1 23.7Fountains Regional Mall Proprietary Limited* 12.73 9.5Sinco Investments Six Proprietary Limited 25.0 –

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The assets and revenue of the Group’s associates are as follows:

Name Assets Liabilities Revenue Profit/(Loss)R’000 R’000 R’000 R’000

March 2013Paradise Coast Property Development Proprietary Limited 24 930 27 017 – (1 323)Keysha Investments 213 Proprietary Limited(‘Val de Vie’) 28 580 83 753 279 (6 313)Mall of Mauritius at Bagatelle Limited 572 440 125 634 24 951 (8 587)Brooklyn Bridge Office Park Proprietary Limited 636 706 421 271 53 165 10 677Travenna Development Company Proprietary Limited 384 766 204 564 22 282 26 579Geelhoutboom Estate Proprietary Limited 8 462 60 293 – (5 566)The Club Retail Park Proprietary Limited 203 022 211 932 7 547 (15 685)Atterbury Africa Limited 366 723 362 960 7 331 (2 417)Artisan Investment Projects 10 Limited 120 945 86 950 360 (343)Retail Africa Consortium Holdings Proprietary Limited 632 605 54 368 960 (2 946)Arctospark Proprietary Limited 1 458 825 1 292 839 140 781 95 284Bagaprop Limited 1 196 776 733 403 91 478 76 450Atterbury Property Holdings Proprietary Limited 634 720 308 394 19 585 36 916Bishopsgate Student Residential Limited 141 581 78 732 2 989 1 235MAS Real Estate Inc. 1 034 063 260 500 4 380 11 325Fountains Regional Mall Proprietary Limited 351 449 458 869 30 827 (59 119)Sinco Investments Six Proprietary Limited 203 066 203 690 – (304)

* During the current period, shareholding in Fountains Regional Mall Proprietary Limited was diluted increasing the effective interest of the Group to 24.98%.

5. OTHER INVESTMENTS

Group

March 2013 June 2012R’000 R’000

Fair valueBalance at beginning of the year 467 948 67 174Additions 12 981 1 765 838Disposals (458 438) (1 400 915)Transfer to associates 9 049 (23 450)Net gain from fair value adjustments 26 373 59 301

Balance at end of the year 57 913 467 948

Disclosedasfollows:

Total other investments 57 913 476 997Provision for liabilities relating to other investments (9 049)


Reconciledasfollows:

Cost 85 130 428 219Fair value adjustment (27 217) 39 729


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The Group held investments in the following companies:

Group

March 2013 June 2012% %

UnlistedIsibaya House Proprietary Limited – 18.75Fountains Regional Mall Proprietary Limited – 9.50Rainprop Proprietary Limited 2.00 2.00Stenham European Shopping Centre Fund IC 4.50 4.50Retail Africa Wingspan Investments Proprietary Limited – –

ListedHyprop Limited – 2.22

Investment through foreign investment allowance

During 2008, the Group acquired an investment in Stenham European Shopping Centre Fund IC (“SESCF”), an entity listed on the Channel Island Stock Exchange, which is held through the foreign portfolio investment allowance of Investec Securities Limited. The underlying asset of SESCF is Nova Eventis Regional Shopping Centre, a 96 000m2 regional mall located near Leipzig, Germany.

The fair value of the foreign investment allowance, as determined by the directors and based on the equity of (SESCF was calculated on 34 657 shares (2012: 20 517 shares) held by the Group in SESCF. The management accounts shows a value of Euro 150.98 per share (2012: Euro 224.9) at currency exchange rate of R11.83/Euro (2012: R10.50/Euro). Management, however, decided to make an additional impairment of Euro 25,59 per share due to market conditions. The value therefore used to value Stenham European Shopping Centre Fund IC (‘SESCF’) was Euro 125,39 per share.

During 2009 the Group entered into an option agreement with Wattchatt Proprietary Limited (a related entity), to acquire Leipzig Nova Eventis Consortium Proprietary Limited, which holds an additional 30 545 shares (2012: 17 374 shares)(3.81% shareholding) in SESCF. This option was still in place at period-end.

6. LOANS TO/(FROM) ASSOCIATES AND JOINT VENTURES

Loans have been made to/(received from) the following associates and joint ventures:

Group

March 2013 June 2012

R’000 Loan amount Impairment Total Loan amount Impairment Total

AssociatesParadise Coast Property Development Proprietary Limited 3 936 (14) 3 922 4 046 (12) 4 034Brooklyn Bridge Office Park Proprietary Limited 2 648 – 2 648 2 305 – 2 305Keysha Investments 213 Proprietary Limited 26 264 (8 355) 17 909 25 058 (20 789) 4 269Geelhoutboom Estate Proprietary Limited 13 876 – 13 876 10 947 (4 119) 6 828Atterbury Africa Limited 60 510 – 60 510 – – –Fountains Regional Mall Proprietary Limited 13 303 – 13 303 10 579 (3 502) 7 077Mall of Mauritius at Bagatelle Limited 7 504 – 7 504 – – –Sinco Investments Six Proprietary Limited 38 805 – 38 805 – – –The Club Retail Park Proprietary Limited 47 572 (9 387) 38 185 40 836 (9 387) 31 449Travenna Development Company Proprietary Limited – – – (9 284) – (9 284)Arctospark Proprietary Limited – Attfund International 483 562 – 483 562 495 562 – 495 562Atterbury Property Holding Proprietary Limited 175 217 – 175 217 49 603 – 49 603

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Group



Artisan Investment Projects 10 Limited 22 578 – 22 578 20 525 – 20 525

Current assets 878 019 621 652Current liabilities – (9 284)

Total 878 019 612 368

For all periods presented, the loans from or to associates and joint ventures bear interest at the prime rate, are unsecured and no repayment terms have been set, except the loans noted below which do not bear interest or interest at different rates:

• Keysha Investments 213 Proprietary Limited (no interest);• Arctospark Proprietary Limited – Attfund International (no interest);• Sinco Investments Six Proprietary Limited (Mall of Namibia) (no interest);• Geelhoutboom Estate Proprietary Limited (no interest);• Fountains Regional Mall Proprietary Limited (interest on out of parity loan balances only);• The Club Retail Park Proprietary Limited (interest on out of parity loan balances only); andThe fair value of the loans to/(from) the entities listed above are considered by management to approximate the carrying value of the loans. The interest rates of the loans are considered to be market related and have no fixed terms of repayment. In terms of the group policy, intercompany loans within the Group bear no interest.

7. LOANS TO/(FROM) SHAREHOLDERS

Group

March 2013 June 2012R’000 R’000

Atterbury Property Developments Proprietary Limited – 6 308The loans are interest free, unsecured and have no specific terms of repayment, except for the loan with Atterbury Property Holdings Proprietary Limited, which beared interest at prime.

Current assets – 6 308

Current liabilities – –

The fair value of the loans to/(from) the entities listed above are considered by management to approximate the carrying value of the loans as the interest rates charged on the loans are considered to be market related, no fixed terms of repayment have been determined.

8. OTHER FINANCIAL ASSETS/LIABILITIES

Group



Loans and receivables/(payables)Atterbury Property Development Proprietary Limited 3 172 (10 677) (7 505) 10 677 (10 677) –Atterbury Waterfall Pocket 22A Proprietary Limited 15 (14) 1 3 – 3Atterbury Waterfall City Proprietary Limited (4 555) – (4 555) (4 275) – (4 275)Association for People with Disabilities 88 (88) – 88 (88) –Leipzig Nova Eventis Consortium Proprietary Limited 87 056 (43 508) 43 548 83 288 (7 963) 75 325Rainprop Proprietary Limited 403 – 403 316 (244) 72

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Group



Scarlett Sky Investment 36 Proprietary Limited 3 925 (3 012) 913 3 613 (3 013) 600TTA Shares Proprietary Limited – – – 1 – 1Zwelinzima Holdings Proprietary Limited 263 (263) – 263 (263) –Atterbury Foundation 1 749 – 1 749 1 641 – 1 641Waterfalls Zambia Limited (AA) – – – 76 – 76Lynx Golfing 133 – 133 – – –Waterfalls Mall Limited (AA) – – – 1 388 – 1 388Accra Mall Limited (AA) – – – 14 795 – 14 795Lynnwood Bridge Property Owners Association (900) – (900) – –Loan receivable – Nasek Investments Limited (AA) – – – 10 140 – 10 140Loan – Sanlam Capital Markets (AA) – – – (78 288) – (78 288)Nedbank Limited (304) – (304) (304) – (304)Abacus Trust (412) – (412) (412) – (412)Hyprop Limited (117 600) – (117 600) (117 600) – (117 600)Atterbury Property Holdings International Limited (AIHI) – – – (12 298) – (12 298)Atterbury Property Holdings International Limited (AA) – – – 15 – 15West Hills Mall Limited 143 – 143 143 – 143Sanlam (85 165) (85 165) (80 000) – (80 000)

Loans and receivables 46 891 104 199Current liabilities (216 440) (293 177)

Total (169 549) (188 978)

Unless specified, the loans are unsecured and indefinite, and terms are the same for all periods presented. Furthermore, the loans bear no interest except those listed below.

A portion of the loan to Atterbury Property Development Proprietary Limited relates to an advance with regard to the Beau Rivage development. The repayment thereof is linked to the sale of residential stands on this development. Due to the uncertainty pertaining the timing of recovery of the loan in short term, the loan has been fully impaired during the previous year. The current year loan relates to loan advances by Atterbury Property Developments Proprietary Limited to the group not relating to the Beau Rivage development.

The following loans bear interest at prime:

• Atterbury Waterfall City Proprietary Limited; and• Sanlam.

The loan from Hyprop Limited bears interest at 8.5% (2012: 8.5%).

In 2011, the loan to Atterbury Investment Managers Proprietary Limited was in respect of 50% of a guarantee issued by Rand Merchant Bank Limited payable 30 June 2012 and carried terms correlating to that of the guarantee. The loan was secured by a cession of Atterbury Investment Holdings Limited shares by Atterbury Investment Managers Proprietary Limited in favour of the Group to the value of R255,000,000. The loan has been repaid during the previous year by transfer of shares in Atterbury Investment Holdings Limited at NAV price at 30 June 2012 to the treasury company of the Group.

The fair value of the loans to/(from) the entities listed above are considered by management to approximate the carrying value of the loans. The terms of the loans are considered to be market related, have no fixed terms of repayment (other than the loan to Atterbury Investment Managers Proprietary Limited in the prior year) and neither party has deferred payment of the loans.

Due to the uncertainty pertaining the timing of the recovery thereof some loans have been impaired as disclosed above.

184

Group

March 2013 June 2012R’000 R’000

Held at fair value through profit and lossDerivative financial assets and liabilities utilised for hedging against interest rates:Carrying value at the beginning of the year (127 331) (44 193)Derivatives realised (750) –Fair value adjustment 2 005 (83 138)

Derivative financial assets – –Derivative financial liabilities (126 076) (127 331)

The derivatives are interest rate swap agreements entered into by the Group with various financial institutions. The derivatives were valued by each financial institution involved by referring to the market swap curve as at 31 March 2013 and on 30 June 2012. The swap agreements entail a flow of funds, calculated on the difference between interest at a floating and fixed rates on the outstanding capital amount.

Total non-current financial assets – –

Total current financial assets 46 891 104 199

Total non-current financial liabilities (126 076) (127 331)

Total current financial liabilities (216 440) (293 177)

9. CASH AND CASH EQUIVALENTS

Bank accounts and cash on hand 150 174 200 501

The Group has an overdraft facility to the amount of R105 000 000 (2012: R45 000 000) with Nedbank Limited. A letter of undertaking for the amount of R20 000 000 (2012: R20 000 000) for Atterbury Investment Holdings Limited and R5 000 000 (2012: R5 000 000) for Atterbury Waterfall Investment Company Proprietary Limited issued by Nedbank Property Partners relating to the Waterfall development has also been provided as security. The Group also has an overdraft facility to the amount of R80 000 000 with The Standard Bank of South Africa Limited Limited, secured by a mortgage bond over Waterfall Land Parcel 10A. The overdraft facilities bear interest at prime.

10. DEFERRED TAX

Group

March 2013 June 2012R’000 R’000

The balance comprises:Deferred tax assetAdvance receipts – –Assessed losses (48) (17 597)Pre-payments – –Wear and tear allowance – 1 240Straight-line debtor – 681Deferred initial lease expenditure – –Pre-production interest – 1 773Bad debt allowance (192) (201)Unutilised interest expense on foreign investments – –Fair value adjustment on derivatives – –Capital gains on fair value adjustments and equity accounting – 2 345

Other (25) –Assessed loss not recognised – 7 565

(264) (4 194)

185

Group

March 2013 June 2012R’000 R’000

Reconciliation of deferred tax assetAt beginning of the year (4 194) (9 124)Originating temporary difference on advance receipts – 58 290Increase in tax losses available for set-off against future taxable income 17 549 (17 598)Originating temporary difference on pre-payments – (8 403)Originating temporary difference on wear and tear allowance (1 240) (4 138)Originating temporary difference on straight-line debtor (681) 681Originating temporary difference on deferred initial lease expenditure – (37 707)Originating temporary difference on pre-production interest (1 773) 1 886Originating temporary difference on bad debt allowance 9 5 731Originating temporary difference on unutilised interest expense on foreign investments – 9 127Originating temporary difference on fair value adjustment on derivatives – (12 849)Originating temporary difference on capital gains on fair value adjustments and equity accounting (2 345) 2 345Originating temporary difference on other movements (25) –Originating temporary difference on assessed losses not recognised (7 565) 7 565

(264) (4 194)

Deferred tax liabilityAdvance receipts (2 015) 2 315Assessed losses (141 474) (100 290)Pre-payments 1 563 1 346Wear and tear allowance 18 909 26 275Straight line debtor 38 420 26 032Deferred initial lease expenditure 1 571 (13 502)Pre-production interest 25 846 46 937Bad debt allowance (777) (380)Unutilised interest expense on foreign investments (13 643) (13 023)Fair value adjustment on derivatives (12 292) (26 120)Capital gains on fair value adjustments and equity accounting 824 702 644 326Other (52 165) (2 078)

688 644 591 838

Reconciliation of deferred tax liabilityAt beginning of the year 591 838 537 925Originating temporary difference on advance receipts (4 330) (55 024)Increase in tax losses available for set-off against future taxable income (41 184) (23 556)Originating temporary difference on prepayments 217 9 671Originating temporary difference on wear and tear allowance (7 366) 3 860Originating temporary difference on straight-line debtor 12 388 5 259Originating temporary difference on deferred initial lease expenditure 15 073 22 693Originating temporary difference on pre-production interest (21 091) 4 790Originating temporary difference on bad debt allowance (397) (5 754)Originating temporary difference on unutilised interest expense on foreign investments (620) (10 341)Originating temporary difference on fair value adjustment on derivatives 13 828 (897)Originating temporary difference on capital gains on fair value adjustments and equity accounting 180 376 105 290Originating temporary difference on other movements (50 087) (2 078)

688 644 591 838

Use and sales rate

The deferred tax rate applied to the fair value adjustments of investment property/financial asset is determined by the expected manner of recovery. Where the expected recovery of the investment property/financial assets is through sale, the Capital Gains Tax rate of 18.65% for 2013 and 2012 is used. If the expected manner of recovery is through definite use the normal tax rate of 28% is

186

applied. If the manner of recovery is partly through use and partly through sale, a combination of capital gains rate and normal tax rate is used.

The applicable tax rates on timing differences are based on management’s best estimate of the manner in which these timing differences will realise.

Gains in the fair value of investment property give rise to taxable timing differences, being the difference between the original cost price and the market value as determined annually by external valuers. Refer to note 1 for valuation details.

Market value of investment properties represents the best estimate of value to be realised in the open market between a willing buyer and a willing seller. Thus, disposal of investment properties will primarily give rise to Capital Gains Tax.

In determining the amount of deferred tax to be raised, accounting standards require:

• The revaluation of land to be separated from that of buildings and deferred tax to be calculated using the consequences of sale; and

• In respect of the buildings, management is required to estimate the expected period of use until sale and an estimated sales value (residual value). The fair value adjustment is then split between a use value and a sale value component and the respective tax consequences applied to each component.

Given the overall nature of the Group’s investment property portfolio and the historic performance of the portfolio as a whole as well as the individual properties, management estimates the expected future sale value (residual value) of the investment properties to at least be equal to the market values at year end. Thus, the fair value attributable to the value in use component of the investment properties is most likely to be nil. There is thus no benefit to value land separately for determining deferred tax consequences.

Consequently:

• Net fair value gains on investment properties are included at Capital Gains Tax rates;• Straight line rentals are included at Normal Tax rates;• Future recoupment of wear and tear allowances on individual depreciable components of investment properties are included

Normal Tax rates; and• Deferred initial lease costs are included at Normal Tax rates.

11. ASSETS AND LIABILITIES HELD FOR SALE

11.1 Non-current assets held for sale

The following investment properties are presented as held for sale:

Group

March 2013 June 2012R’000 R’000

Great Westerford 253 584 –Harlequins Office Park 115 728 –Atterbury House 287 868 –San Ridge Square 95 822 –De Ville Shopping Centre 188 730 –Digistics building LP 8 Waterfall development – 47 246Investec building – 129 977Building G – 83 867

941 732 261 090Goodwill relating to the Investec Building – 1 032Straight-line debtor relating to investment property 20 756 –

962 488 262 122

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11.2 Non-current liabilities held for sale

Mortgage bonds over investment properties presented as held for sale:

Group

March 2013 June 2012R’000 R’000

Harlequins Office Park 55 960 –Momentum guarantee facility 232 000 –De Ville Shopping Centre 111 563 –Digistics Building LP 8, in favour of Atterbury Waterfall Investment Company Proprietary Limited – 22 867Investec building, in favour of Investec Bank Limited – 52 436Building G, in favour of Rand Merchant Bank Limited – 55 874

399 523 131 177

11.3 Discontinued operations of non-current assets held for sale

Profit and lossIncome 92 108 23 135Fair value adjustments on investment properties 52 456 26 951Expenses (106 020) (18 028)

Net profit before tax 38 544 32 058Tax (8 610) (7 622)

29 934 24 436

Other assets and liabilities 7 124 424Trade and other receivables 4 740 329Trade and other payables 35 136 2 468

The sale of the Sanridge Building situated in Midrand was in August 2013. Atterbury House’s (situated in Cape Town) expected date of sale is in September 2013. The shares in APC, which holds the Harlequins Office Park (situated in Pretoria), were sold in August 2013. A contract for the sale of Great Westerford (situated in Cape Town) is being drafted and the expected date of sale is in the next twelve months. Management are in the process of seeking a buyer for the De Ville Shopping Centre (situated in Cape Town).

12. FINANCE LEASE LIABILITY

Group

March 2013 June 2012R’000 R’000

Atterbury Waterfall Investment Company Proprietary Limited 577 286 501 373Majestic Offices Proprietary Limited 4 746 4 572Nieuwtown Property Development Company Proprietary Limited 51 169 48 221

633 201 554 166

The figures above are reconciled as follows:Atterbury Waterfall Investment Company Proprietary LimitedLessor: Waterfall Development Company Proprietary LimitedMinimum lease payments due:

within one year 6 480 128 287in second to fifth year inclusive 171 212 394 319later than five years 696 433 429 121

874 125 951 727Less: Future finance charges (296 839) (450 354)

Present value of minimum lease payments 577 286 501 373

188

Group

March 2013 June 2012R’000 R’000

Present value of minimum lease payments due:within one year 6 480 113 236in second to fifth year inclusive 133 681 239 171later than five years 437 125 148 966

577 286 501 373

Majestic Offices Proprietary LimitedLessor: City of JohannesburgMinimum lease payments due:

within one year 201 190in second to fifth year inclusive 1 273 923later than five years 20 468 20 970

21 942 22 083Less: Future finance charges (17 196) (17 510)


Present value of minimum lease payments due:within one year – 181in second to fifth year inclusive – 700later than five years 4 746 3 692

4 746 4 573

Nieuwtown Property Development Company Proprietary LimitedLessor: City of JohannesburgMinimum lease payments due:

within one year 998 641in second to fifth year inclusive 6 326 4 585later than five years 12 282 652 12 285 150

12 289 976 12 290 376Less: Future finance charges (12 238 807) (12 242 156)


Present value of minimum lease payments due:within one year – 601in second to fifth year inclusive – 3 477later than five years 51 169 44 142

51 169 48 220

Non-current liabilities 626 721 440 148

Current liabilities 6 480 114 018

In 2009 the Group entered into a sale of development rights and lease agreements with Waterfall Development Company Proprietary Limited in terms whereof it obtained the right to develop the relevant land parcels of land and call for the registration of long-term lease agreements against the title deeds of these land parcels (it is anticipated that all the lease agreements will be registered within the foreseeable future). These agreements are treated as finance leases in which the Investment property is recognised and measured at fair value, and a liability is recognised based on the terms set out below.

In terms of the Waterfall agreements Atterbury Waterfall Investment Company Proprietary Limited (“AWIC”) is obliged to pay, to the land owner, an amount equal to 6% of the net rentals from the leasehold improvements. This obligation is inseparable from the leased land, and is treated as a finance lease liability as mentioned above.

The 6% net rental obligation is calculated based on:• anticipated market rentals for commercial-, retail- and industrial- leasehold improvements, with annual escalations of 0% p.a.

(2012: 6%);• staggered rental income streams based on anticipated completion dates of the various leasehold improvements/disposal of

leasehold rights;• discounting of anticipated cash flow streams to determine the present value of the obligation.Also refer to note 1 for further description of the Waterfall investment property.

189

The Group entered into a finance lease agreement in the name of Majestic Offices Proprietary Limited with the City of Johannesburg for a 90 year lease on Erf 591, Newtown, Johannesburg. The effective finance lease starting date was 3 February 2011 with the basic monthly instalment starting at R15 000 (escalating at 8% compounded annually). Once the development is completed the basic rental changes to 2.5% of rental income for the year.

The Group entered into a finance lease agreement in the name of Nieuwtown Property Development Company Proprietary Limited with the City of Johannesburg for a 90-year lease on Erven 45, 46, 47, 56, 57 and 58 Newtown, Johannesburg. The effective finance lease starting date is 16 September 2010 with the basic monthly instalment starting at R80,000 (escalating with 8% compounded annually). Once the development is completed the basic rental is payable as follows: 1.75% of rental income for year 1 to 30, 1.9% of rental income for year 31 to 60 and 2% of rental income for year 61 to 90.

13. TRADE AND OTHER RECEIVABLES

Group

March 2013 June 2012R’000 R’000

Deposits 3 012 708Sundry receivables 43 979 41 011Trade debtors 10 202 7 465Value-Added Tax receivable 33 404 34 028Allowance for doubtful debt (4 574) (1 861)

86 023 81 351

The fair value of deposits, sundry receivables, VAT and trade debtors are deemed to be the same as the carrying value.

Trade and other receivables past due but not impaired

Trade and other receivables which are less than 1 month past due are not considered to be impaired. At 31 March 2013, R5 281 575 (2012: R2 561 510) were not past due. Trade receivables with a total value of R4 920 337 (2012: R4 903 709) were past due at period-end.

Trade and other receivables impaired

As of 31 March 2013, trade and other receivables of R4 574 005 (2012: R1 861 604) were impaired and provided for.

Trade receivables ageing analysis excluding amounts impaired and provided for:

Group

March 2013 June 2012R’000 R’000

Current 5 282 2 56230 days 403 94160 days 679 2 60590 days 430 749120 days and more 3 408 609

Movement in the allowance for doubtful debt

Opening balance 1 861 2 896Impairment losses recognised on receivables 2 893 1 444Impairment losses reversed (180) (2 479)


The creation and release of provision for impaired receivables have been included in operating expenses in the statement of comprehensive income. Amounts charged to the allowance account are generally written off when there is no expectation of recovering additional cash. In considering any impairments on debtor accounts, the Group takes into account deposit held, bank guarantees issued by the debtor, additional sureties provided by the principals of the debtors and running Transunion (ITC) checks on debtors and their principals.

190

14. ISSUED CAPITAL, SHARE PREMIUM AND STATED CAPITAL

Group

March 2013 June 2012R’000 R’000

Reconciliationofnumberofsharesissued:Reported at beginning of the year 522 989 885 521 535 340Issue of share capital – 1 454 545Buy back of shares – –

Total issued shares in terms of share capital 522 989 885 522 989 885

Adjust for treasury shares held by:Razorbill Properties 91 Proprietary Limited (43 800 054) (43 800 054)Abacus Holdings Proprietary Limited (29 726 516) (29 726 516)Lynnwood Bridge Office Park Proprietary Limited (57 165) (57 165)

Total adjusted issued shares 449 406 150 449 406 150

Authorised1 000 000 000 Ordinary shares of R0.0001 each 100 100ReconciliationofsharesissuedinRandvalue:Reported at the beginning of the year 54 52Issue of share capital * (2) 2Buy back of shares – –

Total issued shares 52 54

Adjustfortreasurysharesheldby:Razorbill Properties 91 Proprietary Limited (4) (4)Abacus Holdings Proprietary Limited (3) (3)

Total adjusted issued shares 45 47

IssuedOrdinary 45 47Share premium 2 196 549 2 196 549

2 196 594 2 196 596

*Theadjustmentrelatetoaroundingitemintheprioryear,correctedinthecurrentperiod.

477 010 115 (2012: 477 010 115) unissued ordinary shares are under the control of the directors in terms of resolution of members passed at the last annual general meeting. This authority remains in force until the next annual general meeting.

Group

March 2013 June 2012R’000 R’000

Equity-settled employee benefit reserve:Balance at beginning of the year – –Arising on share-based payments 4 802 –

Balance at end of the year 4 802 –

191

15. LONG-TERM BORROWINGS

Group

March 2013 March 2013 June 2012 June 2012R’000 R’000 R’000 R’000

Loan amountShort-term

portion Loan amountShort-term

portion

Held at amortised costsLong-term borrowing are secured by way of mortgage bonds registered over investment properties, shares pledged and surety ship provided by the Group.Investec Bank Limited 85 241 5 464 6 795 6 795

Atterbury Investment Holdings Limited 79 777 – – –

Riverport Trading 143 Proprietary Limited – – 52 436 7 139InvestecPretoriaOfficeLoans bearing interest between prime and prime minus 1.28% per annum and repayable in structured monthly payments. The loans were fully repayable by April 2017. This facility was settled when the asset was sold in the previous year.Transferred to held for sale liabilities. – – (52 436) (7 139)

Mall of Namibia (Sinco Investments Six Proprietary Limited) 79 777 – – –Loan bearing interest at prime less 0.5%. The loan needs to be settled over 84 months with a residual amount of R80 million. Bullet payments of R10 million needs to be made in months 36, 48, 60 and 72.Le Chateau Property Development Proprietary Limited 5 464 5 464 6 795 6 795Loan bearing interest at prime and repayable in July 2013 with a residual of R4,845,368.

Nedbank Limited 2 534 443 86 758 2 342 132 21 145

Atterbury Investment Holdings Limited – – – –Overdraft facility secured by Waterfall land parcel 20.Nieuwtown Property Development Company Proprietary Limited 50 588 – – –Development loan bearing interest at prime and repayable over a period of 10 years starting from 1 December 2014, which is the estimated completion date of the development.

Lynnwood Bridge Office Park Proprietary Limited 595 815 14 247 548 902 9 580Fixed instalment servicing interest and capital until July 2021 with a residual of R200 million. Surety provided of R250 million, bearing interest at between prime minus 1% and prime minus 0.5% per annum. The development loan on phase 3 of Lynnwood Bridge bears interest at prime less 0.5% and is repayable by September 2024 with a residual amount of R98 700 000. Estimated repayment starts at September 2014 which is the estimated completion date of the development.

192

Group




portion

An interest rate swap agreement has been entered into with respect to the abovementioned secured loans with a value between R93 million and R300 million and interest rates ranging between 11.08% and 11.43%. Maturity dates range between March 2014 and March 2021.De Ville Shopping Centre Proprietary Limited 111 563 111 563 120 042 11 264Loans bearing interest between prime and 10.5% per annum and is repayable in structured monthly payments. The maturity date of the loan is June 2021. Joint and several suretyship to the amount of R146 million is provided by Atterbury Investment Holdings Limited.Transferred to held for sale liabilities. (111 563) (111 563) – –

Atterbury Waterfall Investment Company Proprietary Limited 247 694 71 947 39 854 –

Land Parcel 22 45 881 45 881 39 854 –Total available facility of R78 mil bearing interest at prime less 1%, with an interest roll-up of R2 050 000. The loan needs to be settled in December 2013.Cell C 190 716 14 969 – –Development loan bearing interest at prime. Once completed this loan will convert to three term loans with rates ranging between JIBAR plus 2.5% and prime plus 2.5%, repayable between 12 months and 10 years. Estimated completion date is 1 December 2013.MB Technologies building 11 097 11 097 – –Development loan bearing interest at prime. The loan will be settled at the estimated completion date of the development at March 2014.

Abacus Holdings Proprietary Limited 1 640 346 564 1 633 334 301

BrooklynMall 358 215 – 344 734 –Loan bearing interest at prime – 1%. The facility has to be settled by October 2022.

MooirivierMall 499 624 – 478 903 –Loan bearing interest at prime – 1%. The facility has to be settled by October 2021.

AndringaWalk 306 600 – 284 004 123Loan bearing interest at prime – 0.35%, while development is taking place and prime -1% after completion of development. Repayment of the capital amount has to take place 120 months after development has been completed. The estimated date of settling the capital amount is December 2022.

193

Group




portion

EikestadMall 475 343 – 424 309 178Loan bearing interest at prime – 0.35%, while development is taking place and prime -1% after completion of development. Repayment of the capital amount has to take place 120 months after development has been completed. The estimated date of settling the capital amount is December 2022.Abacus Holdings Proprietary Limited 564 564 101 384 –Loan bearing interest at prime – 0.75%.All Abacus Holdings Proprietary Limited bonds are secured by the properties held in the fund and a cession of cash of R50 million.

Rand Merchant Bank (RMB) 501 578 6 672 917 032 368 791

Atterbury Investment Holdings Limited – – 358 407 358 407

Guarantee facility issued at a fixed interest rate of 12% per annum, capitalised, with a settlement in April 2014. 232 000 232 000 – –Transferred to held for sale liabilities. (232 000) (232 000) – –

Momentum – – 358 407 358 407Guarantee facility issued at a fixed interest rate of 12% per annum with settlement in December 2012.

Lynnaur Investments Proprietary Limited 496 710 1 804 494 326 614Two loans are secured with RMB. The first loan of R450 million is fixed and fully payable by April 2023. The second loan of R50 million services interest monthly and is linked to three month JIBAR plus 2.95%; a capital amount is due February 2016.

Majestic Offices Proprietary Limited 4 868 4 868 4 571 4 571A loan facility for the development of the property known as Majestic bearing interest at prime. The bond will be settled in April 2013.

Atterbury Parkdev Consortium Proprietary Limited 55 960 55 960 59 728 5 199A loan facility bearing interest at 10.85%. The facility has annual capital instalments and is fully repayable by February 2016. The loan has a residual value of R45 627 597.Transferred to held for sale liabilities. (55 960) (55 960) – –

The Standard Bank of South Africa Limited 1 063 191 800 357 1 300 509 609 359

194

Group




portion

Atterbury Investment Holdings Limited 480 649 299 481 963 546 572 512

Interimoperationalloan – – 80 000 80 000During the previous year a loan was provided at a rate of JIBAR +1.44 payable monthly until the overdraft facility has been activated.

GlenfairBoulevardShoppingCentre 103 678 4 452 99 190 2 719Loans bearing interest at 1-month JIBAR plus 1.22% and 3-month JIBAR plus 1.4%. The facility has annual capital instalments and the maturity date is February 2016.GardenRouteMall 250 175 250 175 258 000 8 011The loan bearing interest at 1-month JIBAR plus 0.9% plus costs. This loan expires September 2013.

AtterburyWaterfallInvestmentCompanyProprietaryLimited–MallofAfrica 44 854 44 854 – –Loan bearing interest at 3-month JIBAR plus 1.65% plus costs. The loan expires October 2013.

StandardBankLimited*–Bridgingfacility 81 942 – 419 458 419 458Loan facility bearing interest at 1-month JIBAR + 1.5% plus costs. The facility has minimum fixed repayment terms and the maturity date is December 2014.Atterbury Waterfall Investment Company Proprietary Limited – Land Parcel 8 – – 106 898 62 324Loan facility bearing interest at 1-month JIBAR +1.75% and the maturity date is June 2013.

Atterbury Waterfall Investment Company Proprietary Limited 237 911 156 245 – –

LandParcel8 38 740 38 740 – –Infrastructure loan bearing interest at 1-month JIBAR plus 1.85% plus cost. The loan expires 30 June 2013.LandParcel10 115 264 115 264 – –Infrastructure loan bearing interest at 3-month JIBAR plus 1.50% plus cost. The loan expires October 2013.

WoodmeadNorthOfficePark 27 531 356 – –Term loan bearing interest at 1-month JIBAR plus 1.50% plus cost. The loan expires November 2017.Group5 55 913 1 885 – –Development loan bearing interest at 3-month JIBAR plus 1.70% plus cost. The loan expires January 2019.MaxwellOfficePark 463 – – –Loan bearing interest at 3-month JIBAR plus 1.70% plus cost. The loan expires April 2019.

195

Group




portion

Mantrablox Proprietary Limited 300 217 300 217 300 116 – Bond of R300 million, servicing interest until September 2013 at 1-month JIBAR rates plus 0.7% plus cost. –Nieuwtown Property Development Company Proprietary Limited 44 414 44 414 36 847 36 847Development loan at JIBAR + 1.2% service interest. The loan is repayable in April 2013.

Sanlam 382 740 221 903 55 758 55 758

Atterbury Waterfall Investment Company Proprietary Limited 177 520 16 683 55 758 55 758Development loan facility of R200 million, a R12 million interest roll-up facility and a VAT facility of R8 million. Interest roll-up at prime less 0.5%. The final maturity date of the loan is May 2028.Atterbury Investment Holdings Limited 205 220 205 220 – –Short-term loan bearing interest at a fixed rate of 8.5%.The loan is repayable by August 2013.

Atterbury Waterfall Investment Company Proprietary Limited – – – –

Atterbury Waterfall Investment Company Proprietary Limited – – 22 866 22 866Development loan bearing interest at prime. Loan is repayable on demand.Transferred to held for sale liabilities – – (22 866) (22 866)

Wesbank 106 106 157 157

AtterburyInvestmentHoldingsLimited 106 106 157 157Hire purchase facility repayable over a period of 17 (2012: 26) remaining monthly instalments bearing interest at prime rate. The facility is secured over a motor vehicle.

Non-current liabilities 3 446 039 – 3 560 378 –Current liabilities – 1 121 260 – 1 062 004

Total 4 567 299 4 622 382

The fair value of the borrowings listed above are considered by management to approximate the carrying value of these borrowings. Rates and repayments terms are regarded as market related, given that financial institutions takes cognisance of market conditions, the risk profile of the Group and surety provided on every transaction.

16. TRADE AND OTHER PAYABLES

Group

March 2013 June 2012R’000 R’000

Trade payables 255 814 52 061Deposits held 14 202 16 155Amounts received in advance 1 812 4 592Value-Added Tax payable 4 190 7 613Sundry payables 29 69 810

276 047 150 231

The fair value of trade payables, deposits held, VAT, amounts received in advance and sundry payables are deemed to be the same as the carrying value. Trade payables include amounts due relating to buildings under construction.

196

17. PROVISIONS

Provision for the transfer of an undivided share of a building within the Lynnwood Bridge development to a third party

Group

March 2013 June 2012R’000 R’000

Opening balance – 15 153Utilised during the year – (15 153)Provision for payment on profit from Lynnwood phase 3 to Atterbury Property Developments Proprietary Limited 17 491 –

17 491 –

The provision of the previous year related to the Group entering into an agreement with a third party which would result in the transfer of an 25% undivided share in one of the office buildings in the Lynnwood Bridge development. This transaction was implemented during the previous year.

18. OPERATING LEASE RECEIVABLES

Group

March 2013 June 2012R’000 R’000

Value of minimum lease payments receivablewithin one year 431 726 345 755in second to fifth year inclusive 1 604 984 894 153later than 5 years 2 412 204 626 064

4 448 914 1 865 972

Lease agreements are entered into with tenants on variable terms depending on the location and nature of the lettable area. The lease term for office buildings are generally longer than for retail outlets.

19. RELATED PARTIES

Relationship

Related parties are defined as those entities with which the Group transacted during the year and in which the following relationship(s) exist:

Shareholding

Direct subsidiaries

Atterbury Attfund Investment Company No. 1 Proprietary LimitedAtterbury Attfund Investment Company No. 3 Proprietary LimitedAtterbury Mauritius Consortium Proprietary LimitedAtterbury Property Investments Proprietary LimitedAtterbury Property Johannesburg Proprietary LimitedAtterbury Waterfall Investment Company Proprietary LimitedDe Ville Shopping Centre Proprietary LimitedHarlequin Duck Properties 204 Proprietary LimitedHighgrove Property Holdings Proprietary LimitedLe Chateau Property Development Proprietary LimitedLord Charles & Lady Brooks Office Park Holdings Proprietary LimitedLynnwood Bridge Office Park Proprietary LimitedAtterbury Parkdev Consortium Proprietary LimitedAbacus Holdings Proprietary LimitedMantrablox Proprietary LimitedLynnaur Investments Proprietary Limited

197

Direct associates

Attfund LimitedParadise Coast Property Development Proprietary LimitedBrooklyn Bridge Office Park Proprietary LimitedGeelhoutboom Estate Proprietary LimitedKeysha Investments 213 Proprietary LimitedRapfund Holdings Proprietary LimitedTravenna Development Company Proprietary LimitedSinco Investments Six Proprietary LimitedThe Club Retail Park Proprietary LimitedArctospark Proprietary Limited – Attfund InternationalAtterbury Africa LimitedAtterbury Property Holdings Proprietary Limited

Indirect subsidiaries and associates

Aldabri 96 Proprietary LimitedAtterbury Attfund Investment Company No. 2 Proprietary LimitedDesign Square Shopping Centre Proprietary LimitedMall of Mauritius at Bagatelle Limited (Mauritian)Bagaprop Limited (Mauritian)Razorbill Properties 91 Proprietary LimitedNieuwtown Property Development Company Proprietary LimitedMajestic Offices Proprietary LimitedWaterfall Mall LimitedAccra Mall LimitedArtisan Investment Projects 10 LimitedBishopsgate Student Residential LimitedRetail Africa Consortium Holdings Proprietary Limited

Directorships

BF van NiekerkLLS van der WattGJ OosthuizenMC WilkenPH FaureP TredouxJHP van der MerweWL MasekelaL NdalaS Shaw-TaylorAW NautaM Hamman

Management

Key management and Prescribed officers:

P SmitT Smith

Transactions between Group companies which are eliminated on consolidation are not disclosed. All transactions with related parties are considered to be market related.

198

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Annexure 21

INDEPENDENT REPORTING ACCOUNTANT’S REPORT ON THE HISTORICAL FINANCIAL INFORMATION

“The DirectorsAttacq LimitedThe Parkdev Building2nd Floor, Brooklyn Bridge570 Fehrsen StreetBrooklyn0181

INDEPENDENT REPORTING ACCOUNTANT’S REPORT ON THE HISTORICAL FINANCIAL INFORMATION INCLUDED IN THE PROSPECTUS

Introduction

We have audited the historical financial information of Attacq Limited (“the Company”) in respect of the nine months ended 31 March 2013 as set out in Annexure 20 to the prospectus and we have reviewed the historical financial information of the Company in respect of the year ended 30 June 2012 as set out in Annexure 20 to the prospectus.

The historical financial information in respect of each period comprises of the Consolidated Statement of Financial Position as at the period, and the notes, comprising a summary of significant accounting policies and other explanatory information.

Directors’ Responsibility for the Historical Financial Information

The company’s directors are responsible for the preparation and fair presentation of the historical financial information in accordance with the requirements of the JSE Listings Requirements, and for such internal control as the directors determine is necessary to enable the preparation of historical financial information that is free from material misstatement, whether due to fraud or error.

The JSE Listings Requirements require the historical financial information in respect of each period to be prepared in accordance with the conceptual framework, the measurement and recognition requirements of International Financial Reporting Standards (“IFRS”), the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and also, as a minimum, to be presented and contain the disclosures required by the JSE Listings Requirements.

Auditor’s Responsibility

Our responsibility is to express an opinion or conclusion on the historical financial information based on our audit or review.

We conducted our audit of the historical financial information in accordance with International Standards on Auditing (“ISAs”) and the review of the historical and interim financial information was conducted in accordance with International Standard on Review Engagements (“ISRE”) 2410:ReviewofInterimFinancialInformationPerformedbytheIndependentAuditoroftheEntity. Both standards require that we comply with ethical requirements.

We plan and perform the audit to obtain reasonable assurance about whether the historical financial information is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the historical financial information, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation of the historical financial information in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the historical financial information.

ISRE 2410 requires us to conclude whether anything has come to our attention that causes us to believe that the historical financial information is not prepared in all material respects in accordance with the applicable financial reporting framework. A review of interim financial statements in accordance with this standard consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the ISAs and consequently does not enable the auditor to obtain assurance that the auditor would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We believe that the evidence we have obtained in our audit or review is sufficient and appropriate to provide a basis for our opinion or conclusion, respectively.

202

Opinion

In our opinion, the historical financial information in respect ofthe period ended 31 March 2013is prepared, in all material respects, in accordance with the requirements of the JSE Listings Requirements, as set out in note 1 to the historical financial information.

Based on our review of the historical financial information of the Company in respect of the year ended30 June 2012 nothing has come to our attention that causes us to believe that the historical financial information of Attacqfor the year ended30 June 2012is not prepared, in all material respects, in accordance with the requirements of the JSE Listings Requirements, as set out in note 1 to the historical financial information.

Other information in the Prospectus

As required by paragraph 8.53 of the JSE Listings Requirements, we have read the prospectus in which the historical financial information is contained, for the purpose of identifying whether there are material inconsistencies between the prospectus and the historical financial information which has been subject to audit or review. The prospectus is the responsibility of the directors. Based on reading the prospectus we have not identified material inconsistencies between this report and the historical financial information which has been subject to audit or review. However, we have not audited the prospectus and accordingly do not express an opinion on it.

Consent

We consent to the inclusion of this report, which will form part of the prospectusto the shareholders of the Company, to be issued on or about 7 October 2013, in the form and context in which it appears.



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Annexure 23

CORPORATE GOVERNANCE STATEMENT

1. BOARD OF DIRECTORS

The board of directors consists of 3 executive directors and 9 non-executive directors, 5 of whom are considered independent. The chairman, Pierre Tredoux, is an independent non-executive director whose role is separate from that of the chief executive officer (“CEO”), Morné Wilken.

The non-executive directors are individuals of calibre, credibility and have the necessary skills and experience to provide judgment that is independent of management on issues of strategy, performance, resources, transformation, diversity and employment equity, standards of conduct and evaluation of performance.

The current board’s diversity of professional expertise and demographics make it a highly effective board with regards to Attacq’s current strategies. The board through the remuneration and nominations committee shall ensure that in appointing successive directors, the board as a whole will continue to reflect, whenever possible, a diverse set of professional and personal backgrounds ensuring a clear balance of power and authority so that no one director has unfettered powers of decision making. The information needs of the board are reviewed annually and directors have unrestricted access to all company information, records and documents to enable them to conduct their responsibilities sufficiently.

In terms of the company’s memorandum of incorporation, one-third of the non-executive directors must be re-elected annually.

Board meetings will be held at least quarterly, with additional meetings convened when circumstances necessitate. The board sets the strategic objectives of Attacq and determines Attacq’s investment and performance criteria as well as being responsible for its sustainability, proper management, control, compliance and ethical behaviour of the businesses under its direction. The board has established specific committees to give detailed attention to certain of its responsibilities and which operate within defined, written terms of reference which are capable of amendment by the board from time to time as the need arises.

The board will establish a formal orientation programme to familiarise incoming directors with the company’s operations, senior management and its business environment, and to induct them in their fiduciary duties and responsibilities. New directors with no or limited board experience will receive development and education to inform them of their duties, responsibilities, powers and potential liabilities.

Directors will ensure that they have a working understanding of applicable laws. The board will ensure that the company complies with applicable laws and considers adherence to non-binding industry rules and codes and standards. In deciding whether or not non-binding rules shall be complied with, the board will factor the appropriate and ethical considerations that must be taken into account.

The board will appraise the chairperson’s performance and ability to add value on an annual or such other basis as the board may determine. The remuneration and nominations committee, will appraise the performance of the CEO and other senior executives, at least annually.

The board as a whole, as well as individual directors will have their overall performance periodically reviewed in order to identify areas for improvement in the discharge of their functions on an annual basis. This review will be undertaken by the chairperson and, if so determined by the board, an independent service provider. An overview of the appraisal process, results and action plan will be disclosed in the group’s integrated report. Nominations for the re-appointment of a director will only occur after the evaluation of the performance and attendance of the director.

The board will determine a policy for detailing the procedures for appointments to the board. Such appointments are to be formal and transparent and a matter for the board as a whole assisted where appropriate by the remuneration and nominations committee.

The board has approved a charter setting out its responsibilities for the adoption of strategic plans, monitoring of operational performance and management, determination of policy and processes to ensure the integrity of the company’s risk management and internal controls, communication policy and director selection, orientation and evaluation. The group member companies shall adopt the governance framework, policies, processes and procedures as set by Attacq’s board in consultation with the directors of its various subsidiaries.

The board has delegated certain functions to the audit and risk committee, the remuneration and nominations committee, the transformation, social and ethics committee and the investment committee. The board is conscious of the fact that such delegation of duties is not an abdication of the board members’ responsibilities.

2. AUDIT AND RISK COMMITTEE

The board, in accordance with the requirement set out in Attacq’s MOI, has established an audit and risk committee comprising Stewart Shaw-Taylor (chairperson), Lucas Ndala, Hellen El Haimer and Lebo Masekela who are all independent non-executive directors except for Lucas Ndala who is a non-independent non-executive director. All of the members are financially literate.

207

The committee’s primary objective is to provide the board with additional assurance regarding the efficacy and reliability of the financial information used by the directors to assist them in the discharge of their duties. The committee monitors the existence of adequate and appropriate financial and operating controls and ensures that significant business, financial and other risks have been identified and are being suitably managed, and satisfactory standards of governance, reporting and compliance are in operation.

In compliance with its oversight role in relation to the preparation of this report, the audit and risk committee has had due regard to all factors and risks that may impact on the integrity of the integrated report.

Within this context, the committee is responsible for the company’s systems of internal, financial and operational control.

The executive directors are charged with the responsibility of determining the adequacy, extent and operation of these systems. Comprehensive reviews and testing of the effectiveness of the internal control systems in operation will be performed by the appointed asset and property managers and accompanied by external audits conducted by external practitioners whose work will be overseen by, and reported to, the audit and risk committee. These systems are designed to provide reasonable, but not absolute, assurance as to the integrity and reliability of the financial statements, to safeguard, verify and maintain accountability of the company’s assets, and to identify and minimise significant fraud, potential liability, loss and material misstatement while complying with applicable laws and regulations. The audit and risk committee is governed by a charter which was approved by the board.

The internal audit function is outsourced to PricewaterhouseCoopers Advisory Services Proprietary Limited.

The audit and risk committee meets at least three times a year. Executives and managers responsible for finance and the external auditors attend the audit and risk committee meetings. The audit and risk committee is responsible for reviewing the finance function of the company on an annual basis.

The audit and risk committee may authorise engaging for non-audit services with the appointed external auditors or any other practising firm of auditors, after consideration of the following:

• the essence of the work to be performed may not be of a nature that any reasonable and informed observer would construe as being detrimental to good corporate governance or in conflict with that normally undertaken by the accountancy profession;

• the nature of the work being performed will not affect the independence of the appointed external auditors in undertaking the normal audit assignments;

• the work being done may not conflict with any requirement of generally accepted accounting practice or principles of good corporate governance;

• consideration to the operational structure, internal standards and processes that were adopted by the audit firm in order to ensure that audit independence is maintained in the event that such audit firm is engaged to perform accounting or other non-audit services to its client base. Specifically: – the company may not appoint a firm of auditors to improve systems or processes where such firm of auditors will later be

required to express a view as to the functionality or effectiveness of such systems or processes; and – the company may not appoint a firm of auditors to provide services where such firm of auditors will later be required to

express a view on the fair representation of information based on the result of these services to the company;• the total fee earned by an audit firm for non-audit services in any financial year of the company, expressed as a percentage of the

total fee for audit services, may not exceed 35% without the approval of the board; and• a firm of auditors will not be engaged to perform any management functions (e.g. acting as curator) without the express prior

approval of the board. A firm of auditors may be engaged to perform operational functions, including that of bookkeeping, when such firm of auditors are not the appointed external auditors of the company and work is being performed under management supervision.

The audit and risk committee may delegate the approval of the appointment of a firm of auditors for non-audit services to management when the cumulative total budgeted cost for an assignment or assignments does not exceed R50 000 from the date of the last report-back of the use of the appointed external auditors or any other practising firm of auditors, to the audit and risk committee. Management shall report back on the use of the appointed external auditors or any other practising firm of auditors at meetings of the audit and risk committee.

Information relating to the use of non-audit services from the appointed external auditors of the company shall be disclosed in the notes to the annual financial statements. Separate disclosure of the amounts paid to the appointed external auditors for non-audit services as opposed to audit services, shall be made in the annual financial statements.

The audit and risk committee must consider on an annual basis and satisfy itself of the appropriateness of the expertise and experience of the financial director and the company must confirm this by reporting to shareholders in its annual report that the audit and risk committee has executed this responsibility. The audit and risk committee has satisfied itself of the appropriateness of the expertise and experience of the financial director, Melt Hamman.

3. REMUNERATION AND NOMINATIONS COMMITTEE

The remuneration and nominations committee is comprised of Johan van der Merwe (Chairperson), Pierre Tredoux and Stewart Shaw-Taylor, all of whom are non-executive directors.

The remuneration and nominations committee is responsible for reviewing the group’s board structures, the size and composition of the various boards within the group and to make recommendations in respect of these matters as well as an appropriate split between executive and non-executive directors and independent directors. This committee also assists in identification and nomination of

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new directors for approval by the board. It considers and approves the classification of directors as independent, oversees induction and training of directors and conducts annual performance reviews of the board and various board committees. The remuneration and nominations committee is also responsible for ensuring the proper and effective functioning of the group’s boards and assists the chairman in this regard.

The remuneration and nominations committee further has the responsibility and authority to consider and make recommendations to the board on, interalia, remuneration policy of the company, the payment of performance bonuses, executive remuneration, short, medium and long-term incentive schemes and employee retention schemes.

The remuneration and nominations committee uses external market surveys and benchmarks to determine executive directors’ remuneration and benefits as well as non-executive directors’ base fees and attendance fees. Attacq’s remuneration philosophy is to structure packages in such a way that long and short term incentives are aimed at achieving business objectives and the delivery of shareholder value.

4. INVESTMENT COMMITTEE

The board has appointed an investment committee. The investment committee comprises Pierre Tredoux (Chairman), Morné Wilken, Louis van der Watt, Melt Hamman, Pieter Faure, Thys du Toit and Lucas Ndala.

The investment committee meets when necessary to consider acquisitions, redevelopments and sales of investment properties. The investment committee has met twice during the nine months ended 31 March 2013.

5. INTERNAL CONTROLS

To meet the company’s responsibility to provide reliable financial information, the company maintains financial and operational systems of internal control. These controls are designed to provide reasonable assurance that transactions are concluded in accordance with management’s authority, that the assets are adequately protected against material losses, unauthorised acquisition, use or disposal, and those transactions are properly authorised and recorded.

The systems include a documented organisational structure and division of responsibility, established policies and procedures which are communicated throughout the group, and the careful selection, training and development of people.

The company monitors the operation of the internal control systems in order to determine if there are deficiencies. Corrective actions are taken to address control deficiencies as they are identified. The board of directors, operating through the audit and risk committee, oversees the financial reporting process and internal control systems. There are inherent limitations on the effectiveness of any system of internal control, including the possibility of human error and the circumvention or overriding of controls. Accordingly, an effective internal control system can provide only reasonable assurance with respect to financial statement preparation and the safeguarding of assets.

6. THE COMPANY SECRETARY

The board of directors have direct access to the company secretary, Talana Smith, who provides guidance and assistance in-line with the requirements outlined in the Act, King III and the JSE Listings Requirements.

The company secretary will be subjected to an annual evaluation by the board wherein the board will satisfy itself as to the competence, qualifications and experience of the company secretary.

The company secretary, where necessary, arranges training on changing regulations and legislation and could involve the group’s sponsors, auditors or organisations such as the institute of directors. The company secretary is not a member of the board and an arms-length relationship exists between the board of directors and the company secretary.

The board is satisfied that an arms-length relationship is maintained between the company and Talana Smith through the provisions of a service agreement entered into between the company and Talana Smith which limits the duties of the company secretary to only those related to the corporate governance of the company and the administration of company documentation.

7. DIRECTORS’ DEALINGS AND PROFESSIONAL ADVICE

The company will operate a policy of prohibiting dealings by directors, the company secretary and certain other managers in periods immediately preceding the announcement of its interim and year-end financial results, any period while the company is trading under cautionary announcement and at any other time deemed necessary by the board.

The board will establish a procedure for directors, in furtherance of their duties, to take independent professional advice, if necessary, at the company’s expense. All directors have access to the advice and services of the company secretary.

8. COMMUNICATION

It will be the policy of Attacq to meet regularly with institutional shareholders, private investors and investment analysts, as well as to provide presentations on the company and its performance and shall promote a stakeholder inclusive approach in operating the company.

The board appreciates that shareholder perceptions affect the company’s reputation and in this regard will establish policy for the engagement of the company’s stakeholders. The board will encourage shareholders to attend annual general meetings.

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9. INTEGRATED REPORTING

The group’s annual report and accounts include detailed reviews of the company, together with a detailed review of the financial results and financing positions. In this way the board seeks to present a balanced and understandable assessment of the group’s position and prospects.

The group will establish comprehensive management reporting disciplines which include the preparation of monthly management accounts, detailed budgets and forecasts. Monthly results, the financial position and cash flows of operating units will be reported against approved budgets and compared to the prior period. Profit and cash flow forecasts will be reviewed regularly and working capital levels are monitored on an ongoing basis.

Sustainability reporting and disclosure shall be integrated with the company’s financial reporting. The financials will state the company’s positive and negative impacts and detail whatever steps have been taken to ameliorate the negative impacts. The board will ensure the integrity of the group’s integrated report.

10. TRANSFORMATION, SOCIAL AND ETHICS COMMITTEE

The transformation, social and ethics committee is a sub-committee of the board of directors. The committee comprises Lebo Masekela, Hellen El Haimer, Melt Hamman and Helena Austen.

The committee is chaired by an independent non-executive director, Lebo Masekela. Attendance of the committee include the company secretary and persons from legal and marketing disciplines within the group. The mandate of the committee includes the following:

• monitoring the impact of legislation and compliance with the relevant Acts;• monitoring the company’s activities with regards to matters relating to corruption;• monitoring the company’s activities to promote and adherence to the B-BBEE Act;• monitoring employment equity and fair labour practices;• monitoring good corporate citizenship and the elimination of corruption;• monitoring the contribution to development of the communities;• reviewing the ethical standard of the board;• monitoring customer relationships, including the compliance to the consumer laws; and• monitoring the impact of the company’s building developments on the environment.

11. BUSINESS RESCUE

The board will consider business rescue proceedings or other turn-around mechanisms as soon as the company is financially distressed as defined in the Companies Act. In this regard the board will ensure the company’s solvency and liquidity is continuously monitored. A suitable practitioner will be appointed in the event that business rescue is adopted.

12. APPLICATION OF PRINCIPLES IN THE KING CODE

Preamble

Attacq is committed to the principles of transparency, integrity, fairness and accountability as also advocated in the King Code. It therefore strives to meet those objectives in accordance with the content of the table below.

Key – Level of compliance:

1 – Not applied/will not be applied2 – In process/partially applied3 – Full application

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PRINCIPLELEVEL OF

COMPLIANCE COMMENTS

1. ETHICAL LEADERSHIP AND CORPORATE CITIZENSHIP

1.1 The board should provide effective leadership based on an ethical foundation

3 Ethics form part of the values of the board and group

1.2 The board should ensure that the company is, and is seen to be, a responsible corporate citizen

3 The group identifies and contributes to selected corporate social investment initiatives

1.3 The board should ensure that the company’s ethics are managed effectively

3 The board meets regularly to review management of the company

2. BOARD AND DIRECTORS

2.1 The board should act as the focal point for and custodian of corporate governance

3 Contained in board charter as guiding principle

2.2 The board should appreciate that strategy, risk, performance and sustainability are inseparable


2.3 The board should provide effective leadership based on an ethical foundation


2.4 The board should ensure that the company is and is seen to be a responsible corporate citizen

3 The group identifies and contributes to selected corporate social investment initiatives

2.5 The board should ensure that the company’s ethics are managed effectively

3 The board meets regularly to review management of the company

2.6 The board should ensure that the company has an effective and independent audit committee

3 Audit and risk committee is in operation

2.7 The board should be responsible for the governance of risk


2.8 The board should be responsible for information technology (IT) governance


2.9 The board should ensure that the company complies with applicable laws and considers adherence to non-binding rules, codes and standards

3 Contained in board charter as guiding principle and reviewed regularly

2.10 The board should ensure that there is an effective risk-based internal audit

3 A risk based internal audit function is in operation

2.11 The board should appreciate that stakeholders’ perceptions affect the company’s reputation


2.12 The board should ensure the integrity of the company’s integrated report

3 Board reviews integrated report

2.13 The board should report on the effectiveness of the company’s system of internal controls

3 Included in the audit and risk committee report to shareholders

2.14 The board and its directors should act in the best interests of the company


2.15 The board should consider business rescue proceedings or other turnaround mechanisms as soon as the company is financially distressed as defined in the Act

3 None of the related companies are currently in business rescue

2.16 The board should elect a chairman of the board who is an independent non-executive director. The CEO of the company should not also fulfil the role of chairman of the board

3 Board has elected a chairman. The chairman is independent and is not the CEO

2.17 The board should appoint the chief executive officer and establish a framework for the delegation of authority

3 The board has appointed a CEO and a delegation of authority is in place

2.18 The board should comprise a balance of power, with a majority of non-executive directors. The majority of non-executive directors should be independent

3 The board consists of 12 directors of which 9 are non-executive and 5 of those non-executives are independent

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2.19 Directors should be appointed through a formal process

3 A formal and transparent process is in place for appointed directors. The remuneration and nominations committee assists with the process of identifying suitable candidates

2.20 The induction of and ongoing training and development of directors should be conducted through formal processes

3 Continuous training of board members is taking place

2.21 The board should be assisted by a competent, suitably qualified and experienced company secretary

3 The board considers the company secretary to be suitably qualified and experienced and in a position to advise the company independently

2.22 The evaluation of the board, its committees and the individual directors should be performed every year

3 The board delegates certain functions to the following committees: Executive committee, audit and risk committee, remuneration and nominations committee, transformation, social and ethics committee and investment committee

2.23 The board should delegate certain functions to well-structured committees without abdicating its own responsibilities

3 The board has formed standing committees to perform certain function and ad hoc committees are formed as and when required

2.24 A governance framework should be agreed between the group and its subsidiary boards

2 Attacq’s existing governance framework is currently being implemented across subsidiaries

2.25 Companies should remunerate directors and executives fairly and responsibly

3 Directors’ remuneration is determined annually based on market related benchmarks by the remuneration and nominations committee chaired by an independent director

2.26 Companies should disclose the remuneration of each individual director and certain senior executives

3 The company discloses directors’ remuneration in the annual report

2.27 Shareholders should approve the company’s remuneration policy

2 The policy was approved by the remuneration and nominations committee and will be tabled at a future AGM

3. AUDIT COMMITTEES

3.1 The board should ensure that the company has an effective and independent audit committee

3 The board has an audit and risk committee in compliance with King III

3.2 Audit committee members should be suitably skilled and experienced independent, non-executive directors (subsidiary exemption)

3 Committee consists suitably qualified and experienced independent directors

3.3 The audit committee should be chaired by an independent non-executive director

3 The committee is chaired by Stewart Shaw-Taylor, independent director

3.4 The audit committee should oversee the integrated reporting (integrated reporting, financial, sustainability and summarised information)

3 The committee reviews the integrated report prepared by management

The audit committee should be responsible for evaluating the significant judgements and reporting decisions affecting the integrated report

3 All significant judgements and reporting decision are reported to the committee

The audit committee’s review of the financial reports should encompass the annual financial statements, interim reports, preliminary or provisional result announcements, summarised integrated information, any other intended release of price-sensitive financial information, trading statements, circulars and similar documents

3 The audit and risk committee reviews all integrated reports, interim results and any provisional results announcements

3.5 The audit committee should ensure that a combined assurance model is applied to provide a coordinated approach to all assurance activities

2 The committee has engaged with an external service provider to implement a formal assurance model

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COMPLIANCE COMMENTS

3.6 The audit committee should satisfy itself of the expertise, resources and experience of the company’s finance function

3 The committee performs an annual review of the finance function of the group through discussion with management

3.7 The audit committee should be responsible for overseeing of internal audit

3 Internal audit reviews are undertaken as and when deemed necessary by the committee in which case it will oversee the internal audit process

3.8 The audit committee should be an integral component of the risk management process

3 The company has a combined audit and risk committee

3.9 The audit committee is responsible for recommending the appointment of the external auditor and overseeing the external audit process

3 The committee oversees the external audit functions and reviews the appropriateness and independence of the external auditor annually

3.10 The audit committee should report to the board and shareholders on how it has discharged its duties

3 The committee formally reports to the shareholders in the annual report and on a frequent basis to the board

4. THE GOVERNANCE OF RISK

4.1 The board should be responsible for the governance of risk


4.2 The board should determine the levels of risk tolerance

3 The audit and risk committee operates within its approved charter, framework and policy which is reviewed on an annual basis

4.3 The risk committee or audit committee should assist the board in carrying out its risk responsibilities

3 The audit and risk committee operates within its approved charter, framework and policy which is reviewed on an annual basis

4.4 The board should delegate to management the responsibility to design, implement and monitor the risk management plan

3 Management has reviewed the application of the risk framework

4.5 The board should ensure that risk assessments are performed on a continual basis

2 The board, with the assistance of the audit and risk committee is in the process of formalising its risk review process

4.6 The board should ensure that frameworks and methodologies are implemented to increase the probability of anticipating unpredictable risks

3 The audit and risk committee operates within its approved charter, framework and policy which will be reviewed on an annual basis

4.7 The board should ensure that management considers and implements appropriate risk responses

3 Management reports any material risks and its approach to the audit and risk committee on a regular basis

4.8 The board should ensure continual risk monitoring by management

3 Management reports any material risks and its approach to the audit and risk committee on a regular basis

4.9 The board should receive assurance regarding the effectiveness of the risk management process

2 The board is in the process of formalising its risk review process

4.10 The board should ensure that there are processes in place enabling complete, timely, relevant, accurate and accessible risk disclosure to stakeholders

3 The board is comfortable with the existing processes which are in place

5. THE GOVERNANCE OF INFORMATION TECHNOLOGY

5.1 The board should be responsible for information technology (IT) governance

2 The board is in the process of finalising its IT governance framework

5.2 IT should be aligned with the performance and sustainability objectives of the company


5.3 The board should delegate to management the responsibility for the implementation of an IT governance framework


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COMPLIANCE COMMENTS

5.4 The board should monitor and evaluate significant IT investments and expenditure

3 IT investments and expenses forms part of the normal budgeting process, and is therefore approved by the board

5.5 IT should form an integral part of the company’s risk management


5.6 The board should ensure that information assets are managed effectively


5.7 A risk committee and audit committee should assist the board in carrying out its IT responsibilities

2 Once the IT governance framework is finalised, it will be monitored by the audit and risk committee

6. COMPLIANCE WITH LAWS, CODES, RULES AND STANDARDS

6.1 The board should ensure that the company complies with applicable laws and considers adherence to nonbinding rules, codes and standards

3 The board requires management to report on compliance on a regular basis

6.2 The board and each individual director should have a working understanding of the effect of the applicable laws, rules, codes and standards on the company and its business

3 Training is provided to board members from time to time as required

6.3 Compliance risk should form an integral part of the company’s risk management process

3 The audit and risk committee operates within its approved charter, framework and policy which will be reviewed on an annual basis

6.4 The board should delegate to management the implementation of an effective compliance framework and processes

3 Management is responsible for compliance processes

7. INTERNAL AUDIT

7.1 The board should ensure that there is an effective risk-based internal audit

3 PricewaterhouseCoopers Advisory Services Proprietary Limited is the service provider of the internal audit function

7.2 Internal audit should follow a risk-based approach to its plan

2 The effectiveness of the internal audit function will improve with the assistance of the external service provider

7.3 Internal audit should provide a written assessment of the effectiveness of the company’s system of internal control and risk management

2 Our external service provider will attend future audit and risk committee meetings where written assessments are tabled and discussed

7.4 The audit committee should be responsible for overseeing internal audit

3 Operationally the internal audit function reports directly into the audit and risk committee

7.5 Internal audit should be strategically positioned to achieve its objectives

2 Operationally the internal audit function reports directly in to the audit and risk

8. GOVERNING STAKEHOLDER RELATIONSHIPS

8.1 The board should appreciate that stakeholders’ perceptions affect a company’s reputation

3 The board monitors stakeholder perceptions

8.2 The board should delegate to management to proactively deal with stakeholder relationships

3 Management is responsible for dealing proactively with stakeholder relationships

8.3 The board should strive to achieve the appropriate balance between its various stakeholder groupings, in the best interests of the company

3 All stakeholders are considered during decision making processes

8.4 Companies should ensure the equitable treatment of shareholders

3 The board considers the equitable treatment of shareholders in decision making

8.5 Transparent and effective communication with stakeholders is essential for building and maintaining their trust and confidence

3 Communication to stakeholders is the responsibility of the executive team and company secretary, and is monitored by the board

8.6 The board should ensure that disputes are resolved as effectively, efficiently and expeditiously as possible

3 All disputes communicated to the board are resolved effectively

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COMPLIANCE COMMENTS

9. INTEGRATED REPORTING AND DISCLOSURE

9.1 The board should ensure the integrity of the company’s integrated report

3 The board ensures the integrity of the integrated report

9.2 Sustainability reporting and disclosure should be integrated with the company’s financial reporting

2 The board subscribes to reporting to stakeholders on the sustainability of the company and is in the process of implementing a comprehensive process

9.3 Sustainability reporting and disclosure should be independently assured

2 The board is currently reviewing this process

PRINTEDBYINCE(PTY)LTD REF.W2CF16657




SPECIMEN PRIVATE PLACEMENT APPLICATION FORM Not for completion or delivery. Application forms will be provided to invited investors by the bookrunner, Java Capital.

TO BE COMPLETED BY INVITED INVESTORSAn offer to subscribe for shares in Attacq (“private placement shares”) at an issue price of R•• (“issue price”) (“the private placement”), to invited investors in terms of the prospectus to be issued on or about Friday, 4 October 2013.Successful applicants will be advised of their allotment of private placement shares by Friday, 11 October 2013.Please refer to the instructions overleaf before completing this application form.

Dematerialised sharesThe allocated private placement shares will be transferred to successful applicants in dematerialised form only. Accordingly, all successful applicants must appoint a Central Securities Depository Participant (“CSDP”) directly, or a broker, to receive and hold the dematerialised shares on their behalf. Should a shareholder require a physical share certificate for his Attacq shares, he will have to at his own cost certificate his Attacq shares following the listing and should contact his CSDP or broker to do so.As allocated private placement shares will be transferred to successful applicants on a delivery-versus-payment basis, payment will be made by your CSDP or broker on your behalf.Invited investors should complete this application form in respect of the private placement and hand deliver, or email it to:Ifdeliveredbyhandorbycourier: Ifemailed:Attention: Richard Mauchle [email protected] Capital Proprietary Limited 2nd Floor 2 Arnold Road Rosebank, 2196This application form must be stamped and signed by an applicant’s CSDP or broker. Failure to do so will result in application forms being rejected.This application form must be received by no later than 12:00 on Wednesday, 9 October 2013.Invited investors must contact their CSDP or broker and advise them that they have submitted the application form as instructed above. Pursuant to the application, invited investors must make arrangements with their CSDP or broker for payment to be made as stipulated in the agreement governing their relationship with their CSDP or broker, in respect of the private placement shares allocated to them in terms of the private placement by the settlement date, expected to be Monday, 14 October 2013.

Condition precedentThe listing is conditional on achieving a spread of shareholders, acceptable to the JSE, being a minimum of 300 public shareholders holding not less than 20% of the issued share capital of the company, by not later than 48 hours prior to the listing. As at the last practical date Attacq meets these requirements and expects to do so after the private placement.

Reservation of rightsThe board shall, in its sole discretion, determine an appropriate allocation mechanism, such that the private placement shares will be allocated on an equitable basis, as far as possible, taking into account the spread requirements of the JSE, the liquidity of the shares and considering the potential shareholder base that the board wishes to achieve.The directors of Attacq reserve the right to accept or reject, either in whole or in part, any application form should the terms contained in the prospectus, of which this application form forms part, and the instructions herein not be properly complied with.

Applications per investor for private placement shares may only be made for a minimum of 5 000 private placement shares and in multiples of 1 000 private placement shares thereafter.

To the directors:

Attacq Limited1. I/We, the undersigned, confirm that I/we have full legal capacity to contract and, having read the prospectus, hereby irrevocably apply for and

request you to accept my/our application for the undermentioned value to subscribe for private placement shares under the private placement set out in the prospectus to which this application form is attached and in terms of the terms and conditions set out therein and that may, in your absolute discretion, be allotted to me/us, subject to the MOI of Attacq.

2. I/We wish to receive my/our allocated private placement shares in dematerialised form and will deliver this application form to Java Capital Proprietary Limited, and will provide appropriate instructions to my/our CSDP or broker, as the case may be, with regard to the application herein and the payment thereof, as stipulated in the agreement governing my/our relationship with my/our CSDP or broker, as the case may be. I/We accept that payment in respect of this application will be, in terms of the custody agreement entered into between me/us and my/our CSDP or broker, as the case may be, on a delivery-versus-payment basis.

3. I/We understand that the subscription for private placement shares in terms of the prospectus is conditional on the granting of a listing of the shares of Attacq, by Monday, 14 October 2013 or such later date as the directors may determine, on the JSE.

Dated 2013 Telephone number ( )

Signature Mobile phone number

Assisted by (where applicable)

Surname of individual or Name of corporate body Mr

Mrs

Miss

Other title

Full names (if individual)

Postal address (preferably PO Box address)

Postal code

Telephone number ( )

Mobile phone number

E-mail address

Rand value of private placement shares applied for(Note: minimum of 5 000 private placement shares) R (Enter figures only – not words)

If you are currently an Attacq shareholder, please indicate the number of Attacq shares which you currently hold (Enter figures only – not words)

Required information must be completed by CSDP or broker* with their stamp and signature affixed hereto:

CSDP name

CSDP contact person

CSDP contact telephone number

SCA or bank CSD account number

Scrip account number

Settlement bank account number

Stamp and signature of CSDP or broker

This application will constitute a legal contract between Attacq and the applicant. Application forms will not be accepted unless the above information has been furnished.

Instructions:

1. Applications are irrevocable and120 may not be withdrawn once submitted.

2. CSDP’s and brokers will be required to retain a copy of this application form for presentation to the directors if required.

3. Please refer to the terms and conditions of the private placement set out in paragraph 16 of the prospectus. Applicants should consult their broker or other professional advisor in case of doubt as to the correct completion of this application form.

4. Applicants need to have appointed a CSDP or broker and must advise their CSDP or broker in terms of the custody agreement entered into between them and their CSDP or broker. Payment will be made on a delivery-versus-payment basis.

5. No payment should be submitted with this application form to Attacq or Java Capital.

6. If payment is dishonoured, or not made for any reason, Attacq may, in its sole discretion, regard the relevant application as invalid or take such other steps in regard thereto as it may deem fit.

7. No receipts will be issued for application forms, application monies or any supporting documentation.

8. All alterations on this application form must be authenticated by full signature of the applicant and his CSDP or broker.

9. As allocated private placement shares are being transferred to successful applicants on a delivery-versus-payment basis, no payment will be required to be made if the private placement or the listing is not successful.

* If an applicant has more than one account, please attach a separate schedule with all relevant details.