integrated annual report 2015 - my · nominees (pty) ltd, rmbt investments (pty) ltd reason for...

Integrated Annual Report 2015

Maerua Mall regional retail centre & office tower complex - Cnr Jan Jonker and Robert Mugabe Avenues, Windhoek.

HIGHLIGHTSfor the year ended 30 June 2015

Total distribution

158.50cents per unit

Distribution growth

7.1%

Total return

18.2%

Property portfolio growth

11.6%

Net asset value growth

16.6%

Occupancy

99.3%

1

CONTENTS

ANNUAL REPORT 2015

PAGE

• HIGHLIGHTS................................................................ INSIDE FRONT COVER

• OVERVIEW OF ORYX PROPERTIES LIMITED

- ABOUT ORYX........................................................... 2 - 12

- DIRECTORATE........................................................... 13 - 15

- CHAIRMAN’S STATEMENT......................................... 16 - 17

- CHIEF EXECUTIVE OFFICER’S REPORT......................... 18 - 22

- CHIEF OPERATIONS OFFICER’S REPORT...................... 23 - 30

- CHIEF FINANCIAL OFFICER’S REPORT......................... 31 - 35

- SUSTAINABILITY REPORT........................................... 36 - 39

• CORPORATE GOVERNANCE AND RISK MANAGEMENT

- CORPORATE GOVERNANCE...................................... 40 - 44

- INVESTMENT COMMITTEE........................................ 45

- RISK, AUDIT AND COMPLIANCE COMMITTEE............ 46 - 51

- REMUNERATION AND NOMINATION COMMITTEE.... 52 - 54

- NAMCODE CHECKLIST.............................................. 55 - 56

• ANNUAL FINANCIAL STATEMENTS

- DIRECTORS’ RESPONSIBILITY...................................... 57

- INDEPENDENT AUDITOR’S REPORT............................ 58

- DIRECTORS’ REPORT.................................................. 59 - 61

- STATEMENTS OF FINANCIAL POSITION...................... 62

- STATEMENTS OF COMPREHENSIVE INCOME............. 63

- STATEMENTS OF CHANGES IN EQUITY...................... 64

- STATEMENTS OF CASH FLOWS................................. 65

- NOTES TO THE ANNUAL FINANCIAL STATEMENTS.... 66 - 104

• UNITHOLDER INFORMATION

- LINKED UNITHOLDER’S DIARY................................... 105

- LINKED UNITHOLDER ANALYSIS................................ 105 - 107

• REAL ESTATE PORTFOLIO.............................................. 108 - 109

• NOTICE TO THE ANNUAL GENERAL MEETING.............. 111 - 114

• FORM OF PROXY.......................................................... 115 - 116

• ADMINISTRATION.…………………................................ INSIDE BACK COVER

2

ABOUT ORYX30 June 2015

Welcome to the 2015 Integrated Annual Report of Oryx Properties Limited ('Oryx'). We present our first Integrated Annual Report,the contents of which covers the financial year from 1 July 2014 to 30 June 2015.

SCOPE AND BOUNDARYOryx recognises the role and importance of integrated reporting in demonstrating our ability to create and sustain value acrossall components, including its performance in, and commitment to, economic, social, and environmental sustainability for theultimate benefit of all its stakeholders.

Therefore, this Integrated Annual Report represents our best efforts to align our reporting with the requirements and principlesof the NamCode, International Financial Reporting Standards ('IFRS') and the Companies Act of Namibia.

Successful and comprehensive integrated reporting is a learning process, and Oryx remains committed to this journey towardsbest-practice reporting methodology.

PROFILEOryx is a property loan stock company listed in the “Financial-Real Estate” sector on the Namibian Stock Exchange ('the NSX').The Company was listed on 4 December 2002. Oryx, together with its subsidiaries ('the Group'), owns a premier-quality retail,industrial and office real estate portfolio, which generates and offers investors a dependable, sustainable and growing incomestream.

STRATEGIC FOCUSOryx seeks to grow the portfolio by the acquisition or development of additional properties, which will have escalating incomestreams derived from quality tenants, to secure long-term earnings growth. In addition, Oryx may from time to time invest in listedreal estate securities, to allow for flexibility in respect of new direct real estate investment opportunities, portfolio diversificationand yield enhancement.

SIGNIFICANT EVENTS IN THE ORYX HISTORY

2001 2002 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

Lists on NSX

Oryx established

Acquire Channel Life,Erf 35, Erf 51 and Erf

654 Okahandja,Virgin Active building

upgraded,Checkers Maerua Mallextension completed

Achieve N$ 1 billionproperty portfolio,internalisation of

the asset andfinance

management ofOryx

Baines upgradecompleted,

Scania completed

Achieve N$ 2 billionproperty portfolio,

Establish aDomestic noteprogramme,

Establish Long TermIncentive Trust

Acquire erf inLafrenz,

Construction ofDeloitte office

buildingcommences

Rights issue,Acquire Baines

shopping centre,Maerua Mall Phase

Two completed

Acquire four erven inProsperita,

Sale of BankWindhoekbuilding

Deloitte officebuilding completed,Development of 3

warehouses inProsperita,

Acquire threeindustrial

properties in SouthAfrica

10 year anniversary,Acquisition of two

industrialproperties in SA,Development ofScania facility

Acquire Gustav VoigtsCentre,

Rights issue,Maerua Mallextension andrefurbishment

completed

ANNUAL REPORT 2015 3

ABOUT ORYX (continued)30 June 2015

GROUP STRUCTURE

SUBSIDIARYCOMPANIES

DIRECTLY OWNEDPROPERTY

UNITEDFITNESS

HOUSE (PTY)LTD

MAERUAMALL

(PTY) LTD

MAERUAPARK

PROPERTIES(PTY) LTD

PHASE TWOPROPERTIES(PTY) LTD

TUINWEG(PTY) LTD

CIC PROPERTYHOLDING

TRUST (PTY)LTD

ALLIED CARGO(PTY) LTD

VERONAINVESTMENTS

(PTY) LTD

TRIPLE A (PTY) LTD

ERF 972 &ERF 973

CNRCONSTANTIA

BLVD &WILLIAM NICOLCONSTANTIA

KLOOFROODEPOORT

ERF 1571886 GEORGEBLAKE AVE

PLANKENBERGSTELLENBOSCH

ERF 2604KORSTEN

PORTELIZABETH

ERF 6173WALMER PORT

ELIZABETH

ERVEN 89, 90 & 91 ISANDOJOHANNES

-BURG

ERF 4076KORSTEN

PORTELIZABETH

RSA DIRECTLYOWNED PROPERTY ERF 8081

WINDHOEKERF 6621

WINDHOEKERF 2671

WALVIS BAYERF 334

KEETMANS-HOOP

BAINES CENTRE CHANNEL LIFE ERF 35/36LAFRENZ

ERF 7827LAZARETT

STREET

ERF 698 EDISONSTREET

ERF 6601 TALSTREET

ERF 51PROSPERITA

CONSOLIDATEDERF 441

PROSPERITA

ERF 135LAFRENZ

ERF 139LAFRENZ

MAERUA MALL NODE

SUBSIDIARYCOMPANIES

GUSTAV VOIGTS CENTRE

Maerua Mall regional retail centre & office tower complex -

Cnr Jan Jonker and Robert Mugabe Avenues, Windhoek.

4



STAKEHOLDER OVERVIEW

Significant unitholders:Standard Bank Nominees (Pty) Ltd, TLP Investments One Three Seven (Pty) Ltd, CBNNominees (Pty) Ltd, RMBT Investments (Pty) Ltd Reason for engagement:To provide relevant and timeous information to current and future unitholders. Type of engagement:Roadshows, adhoc communications, attending questions of asset managers and analysts,Annual General Meeting, Securities Exchange News Service ('SENS') announcements, mediareleases and corporate website. Seeing the results:• Total return of 18.2%;• Interest distribution of 158.5 cents per linked unit; and• Growth in annual distributions of 7.1%.

Investors

Significant financiers:ABSA Ltd, Nedbank Group Ltd, Nedbank Namibia Ltd, Old Mutual Investment GroupNamibia ('Omignam'), Bank Windhoek Ltd

Reason for engagement:To obtain financing for current and future acquisitions, expansions and operational facilities.

Type of engagement:Adhoc communications, adhoc meetings, credit reviews and annual financial statements.

Seeing the results:• Gearing ratio 38.8%; and• Interest cover ratio 2.36 (based on distributable income).

Providers of debt

Various Namibian and South African asset managers

Reason for engagement:To ensure that asset managers understand the business and the results delivered by Oryx,as continuous investment in Oryx is imperative to finance expansionary activity.

Type of engagement:Face-to-face and written communications, including e-mails, one-on-one meetings androadshows.

Seeing the results:• Success of capital raising campaigns;• Stability of investors; and• Quality and content of written reports about Oryx.

Asset Managers

6


STAKEHOLDER OVERVIEW (continued)

Employs 19 (2014 : 8) permanent employees

Reason for engagement:To ensure that we remain an employer of choice by providing a safe and inspiring workingenvironment.

To understand and respond to the needs and concerns of our employees.

Type of engagement:Annual performance appraisals, face-to-face and written communications, staff meetings,social interactions and relevant training.

Seeing the results:• Additional positions created;• Low staff turnover of one (1) (2014: one) employee;• Length of service; and• Renewal of contracts.

Employees

277 Tenants across 26 properties

Reason for engagement:To gain a better understanding of the needs of our tenants and to remain a landlord ofchoice by providing a safe and conducive shopping and business environment.

Type of engagement:Face-to-face and written communications, including e-mails and tenant meetings.

Seeing the results:• High occupancy level of 99.3% / (2014: 99.1%); and• High level of renewals and retention.

Tenants

Ministry of Finance, City of Windhoek, City of Johannesburg, Nelson Mandela BayMunicipality, Namibian Stock Exchange ('NSX'), South African Revenue Services ('SARS')

Reason for engagement:To maintain open, honest and transparent relationship with regulators and ensure compliancewith their legal and regulatory requirements, thereby retaining our various licences andminimising operational risk.

Type of engagement:These include various forums, from one-on-one meetings to onsite meetings.

Seeing the results:• Compliance certificates; and• Tax compliance status.

Government andRegulators



STAKEHOLDER OVERVIEW (continued)

Simonis Storm Securities (Pty) Ltd, IJG Securities (Pty) Ltd

Reason for engagement:To ensure that our sponsors understand the needs of Oryx when acting as an intermediaryin executing transactions.

Type of engagement:Face-to-face and written communications, including e-mails, one-on-one meetings andaccompanying Oryx on roadshows.

Seeing the results:• Successful capital raising campaigns; and• Compliance with the NSX rules.

Sponsors

Mainly central and coastal areas of Namibia

Reason for engagement:To create partnerships that will best facilitate our integrated sustainability activities and toobtain input from environmental experts to ensure that our operations are environmentallyresponsible.

Type of engagement:Ongoing support of projects and interaction with a wide variety of organisations.

Seeing the results:• Commissioned N$20 million solar project ; and• Various donations for good causes.

Communitiesand environment

Various suppliers: Most significant in terms of cost, include City of Windhoek, Ultra Security,Lida Cleaning, Joseph & Snyman and PEC Metering.

Reason for engagement:To ensure that we, as landlord, offer the customer an enjoyable shopping experience byoffering a conducive shopping and business environment made possible by our relationshipwith our service providers. To ensure services are performed in accordance with the serviceagreements.

Type of engagement:Face-to-face and written communications, including e-mails, and one-on-one meetings.

Seeing the results:• Low incident reports;• Low level of customer complaints; and• Achievement of key performance areas.

Suppliers

8


AN OVERVIEW OF OUR BUSINESSOur business is underpinned by responsible leadership and our aspiration to be a responsible corporate citizen. We measure ourprogress by continuously monitoring our performance against our key performance indicators.

Our financial position allows us to achieve our strategic goal of pursuing value-enhancing opportunities.

Enterprise risk management provides us with an integrated approach to the management of our business risks within a complexand ever-changing environment.

We believe that good governance and responsible leadership are essential elements of sustainability and have a major influenceon how we run our business.

Our responsible approach to environmental management involves exploring avenues to sustain and enhance the environmentin which we operate and in which our doorstep communities live.

Having introduced to you our strategy and what influences the way we operate, our business model describes how we operate,by setting out, in terms of the six capitals, our inputs, activities, outputs and outcomes.

Inputs Activities Outputs Outcomes

Financial Capital > Cash generated by operations

> Unitholder funding> Debt funding> Efficient controls and

processes

> Financial accounting> Cost management> Debt management

and allocation

> Interest distribution per linked unit

> Net asset value ("NAV") per linked unit

> Cash flow from operations

> Financial stability> Business sustainability> Strong statement of

financial position> Growth in unitholder

returns

ManufacturedCapital

> Gross lettable area> Appropriate property

management skills

> Leasing of premises> Recoveries of

operating costs> Asset management> Converting resources

into unitholder returns

> Generates sustainable and growing income stream

> New direct real estateinvestment

> Portfolio diversification

> Yield enhancement> Capital growth

> Lettable area> Increased revenue

stream> Distribution growth

Human Capital > Staff> Skills> Knowledge> Experience> Ability

> Recruitment and placement

> Training and development

> Talent management> Performance

management> Ongoing

engagementwith employees

> Employee relations> Remuneration

> Effective leaders> Skilled employees> Motivated employees> Conducive work

environment

> Effective leadership> Increased productivity> Workforce aligned with

business objectives> Low turnover of skilled

workforce



AN OVERVIEW OF OUR BUSINESS (continued)

Inputs Activities Outputs Outcomes

Social andRelationship Capital

> Doorstep and extendedcommunities

> Employees> Ethics and human

rights

> Engaging with communitiesand other relevantstakeholders

> Improve social impact

> Infrastructuredevelopment

> Better working relations

> Improved sustainability

> Employment

> More sustainablecommunities

> Improve communityrelations

> Sustainability business

Natural Capital > Natural resources- Water- Land- Coal (production of electricity)- Sunlight

> Environmental impactassessments

> Electricity output measured and monitored

> Accurate assessmentof resources and reserves

> Sustainable supply ofenergy

> Increased sustainability throughthe availability of additional resourcesand reserves

Intellectual Capital > Risk management> Reputation> Governance

structures> Cost management

systems> Project management

systems

> Industry benchmarking

> Enterprise risk management

> Developing and implementing governance systemsand processes

> Costs management> Asset management> Continuous

reassessment of effectiveness of operational systemsand processes

> Risks and opportunitiesidentified and responded to

> Accurate informationand cost efficiencies

> Effective systems andprocesses

> Projects within budget

> Additional lettable area

> Lettable area occupied

> A well managed ethical business withaccess to accurate information

> Innovative ways of working

> Improved productivityand efficiencies

> Effective decision-making

> Distribution and netasset growth

MATERIALITYA matter is considered material if it could affect the assessment and decisions of the Board of directors and the providers offinancial capital.

Oryx Properties Limited takes guidance from the Namibia Stock Exchange ('NSX') Listing Requirements in assessing materiality.The Listing Requirements define matters and/or sensitive information as follows:

“Significantly” means price sensitive, but less than a 10% increase or decrease;

“Materially” means between a 10% and 30% increase or decrease; and

“Substantially” means equal to or greater than a 30% increase or decrease.

12 months 12 months30 June 2015 30 June 2014

Distribution per linked unit (cents) 158.50 148.00

Percentage increase in distributions over previous year (unweighted) 7.1% 6.1%

Percentage increase in distributions over previous year 7.1% 13.6%

Headline earnings per linked unit (cents) 159.62 162.16

Weighted earnings per linked unit (cents) 448.11 331.74

Units in issue (000's) 66 050 66 050

Market capitalisation (N$m) as at 30 June 1 290 1 180

Net asset value (NAV) (cents per unit) 1 915 1 643

Listed market price (cents per unit) 1 953 1 787

Listed market price premium to net asset value 2.0% 8.8%

Tradability of units 1.2% 7.3%

Value of property portfolio (N$m) 2 150 1 925

- At valuation 2 206 1 977

- Rental straight-line basis adjustment (56) (52)

Occupancy factor (based on lettable space) 99.3% 99.1%

Fixed interest rate debt (N$m) 400 312

Variable interest rate debt (N$m) 472 504

Weighted cost of fixed debt funding 8.0% 9.3%

Cost of variable debt funding 9.4% 8.4%

Interest bearing borrowings to total assets ratio* 38.8% 40.5%

* Debentures are treated as part of equity, as the units are linked.

10


MATERIALITY (continued)Further, the Board assesses each issue in terms of the:

• possible economic impact on our business;• degree to which it affects our stakeholders and ourselves;• extent to which it is likely to grow in significance and impact our business in the future;• business opportunities it presents; and• level of risk it presents.

Please refer to our risk management report under our Corporate Governance and Risk Management section on pages 46 to 51for further details on our approach to risk management.

GROUP SALIENT INFORMATION


Group 2015 2014 2013 2012 2011

N$m N$m N$m N$m N$m

SUMMARISED BALANCE SHEET

ASSETS

Investment properties 2 150 1 925 1 447 1 240 1 042

Other non-current assets 65 54 38 29 26

Current assets 34 36 22 15 16

Total assets 2 249 2 015 1 507 1 284 1 084

EQUITY AND LIABILITIES

Linked unitholders' interest 1 265 1 085 816 804 768

Interest bearing liabilities 872 816 590 396 256

Deferred taxation 30 29 20 15 17

Other non-current liabilities 1 1 3 7 -

Linked unitholders for distribution 57 53 40 36 34

Other current liabilities 23 31 38 26 9

Total equity and liabilities 2 249 2 015 1 507 1 284 1 084

SUMMARISED INCOME STATEMENT

Rental income 269 205 160 133 115

Investment income 1 1 1 1 1

Total revenue 270 206 161 134 116

Operating costs (75) (42) (29) (24) (22)

Administration cost (12) (11) (10) (9) (7)

Amortisation of debenture interest 11 8 3 3 3

Other income / (expenses) - 2 4 (10) -

Bargain purchase gain - 27 - - -

Changes in fair value of investment property 179 72 5 41 91

Net operating income 373 262 134 135 181

Finance cost (76) (52) (38) (28) (21)

Taxation (1) (5) (4) 1 -

Income before debenture interest 296 205 92 108 160

Debenture interest (105) (98) (77) (70) (65)

Total comprehensive income for the year 191 107 15 38 95

SUMMARISED CASH FLOW STATEMENT

Cash flows from operating activities (14) 4 8 16 1

Cash flows from investing activities (46) (388) (202) (157) (67)

Cash flows from financing activities 56 395 195 139 69

Net movement in cash and cash equivalents (4) 11 1 (2) 3


FIVE YEAR REVIEW

Gustav Voigts Centre, retail - Independence Avenue, Windhoek.

Group 2015 2014 2013 2012 2011

N$m N$m N$m N$m N$m

UNIT STATISTICS

Linked units in issue (million) 66 66 55 55 55

Distribution per linked unit (cents) 158.50 148.00 139.50 128.00 117.50

Distribution growth 7.1% 6.1% 9.0% 8.9% 7.6%

Net asset value per linked unit (cents) 1 915 1 643 1 483 1 461 1 220

Listed market price 1 953 1 787 1 500 1 326 1 121

Interest bearing liabilities to total asset value ratio (%) 38.8% 40.5% 39.0% 31.6% 23.6%

PROPERTY STATISTICS

Number of properties 26 26 25 25 27

Lettable area (m2 GLA) 227 030 227 030 191 314 188 499 174 325

Vacancy factor (%) 0.7% 0.9% 0.4% 0.6% 2.6%

TOTAL RETURN (cents per linked unit)

Opening price (1 July) 1 787.00 1 500.00 1 326.00 1 121.00 955.00

Closing price (30 June) 1 953.00 1 787.00 1 500.00 1 326.00 1 121.00

Increase in price 166.00 287.00 174.00 205.00 166.00

Total distribution 30 June 158.50 148.00 139.50 128.00 117.50

Total return 324.50 435.00 313.50 333.00 283.50

Total return (%) 18.2% 29.0% 23.6% 29.7% 29.7%

12


FIVE YEAR REVIEW (continued)


DIRECTORATEas at date of this report

DIRECTORS OF ORYX PROPERTIES LIMITED(Registration number: 2001/673)www.oryxprop.com

The directors at the date of this report are:

Stefan de Bruin (42)Chief Executive Officer

Executive DirectorNamibian

BCom (Hons), CA(Nam), H Dip (Tax)

Appointed to the Board in 2009

COMMITTEES: Investment Committee and standing invitations to the Risk, Audit and ComplianceCommittee as well as the Remuneration and Nomination Committee meetings

CAREER: Joined Old Mutual Investment Group Property Investments (Proprietary) Limited('OMIGPI') in August 2008 and served as a representative director of Oryx Properties Limitedas well as Oryx Management Services (Proprietary) Limited, a subsidiary of OMIGPI until November2010. Stefan resigned from OMIGPI with the internalisation of the asset and finance managementfunctions of Oryx Properties Limited and was appointed by Oryx Properties Limited as an executivedirector. He currently also serves as a non-executive director of the Namibian Stock Exchange.He was previously a senior manager for Tax and Legal Services at PricewaterhouseCoopers from2002 to 2003, Financial Manager at Siemens Namibia (Proprietary) Limited from 2003 to 2005and Financial Director at Siemens Namibia (Proprietary) Limited from 2005 to 2008.

Francois Uys (68)Chairman

Independent non-executiveNamibian

BA, BCom (Hons), MCom


COMMITTEES: Investment Committee and Remuneration and Nomination Committee

CAREER: Director and chairman of FP du Toit Transport (Proprietary) Limited, Intercape Group(Proprietary) Limited, MacDonalds Transport Group (Proprietary) Limited, Darling Group (Proprietary)Limited and TLP Investments 137 (Proprietary) Limited. He was previously a director of AmbitProperties Limited (listed on the Johannesburg Stock Exchange ('JSE')) and was Senior Executiveof the Trencor Group from 1970 to 1989; Managing Director of TransNamib Limited from 1989to 1996 and of Metje & Ziegler (listed on the JSE) from 1996 to 2004; Chairman of the NamibianStock Exchange from 1999 to 2001 and served on the executive committee from 1997 to 2004.He has served on various government and advisory bodies both in Namibia and in South Africa.

Carel Fourie (36)Chief Operations Officer

Executive DirectorNamibian

BAcc (Hons), CA(SA)


COMMITTEES: Standing invitations to the Risk, Audit and Compliance Committee as well asthe Investment Committee meetings

CAREER: Previously the Chief Financial Officer of Oryx Properties Limited until June 2014 beforehis appointment as Chief Operations Officer. His experience includes external audit work at BGRAucamp Scholtz Incorporated in Cape Town, lecturing pre-and post-graduates at the Universityof Stellenbosch and Financial Manager at Totalgaz Southern Africa (Proprietary) Limited, asubsidiary of multinational oil group Total.

Ally Angula (36)Independent non-executiveNamibian

BAcc, BCom (Hons), CA(Nam), CA(SA)


COMMITTEES: Risk, Audit and Compliance Committee

CAREER: Admitted to the KPMG Partnership in Namibia as an Assurance Partner from September2006 to February 2013. In February 2013, she formed Leap Investments, where she is currentlythe Strategic Director. She is currently also serving as a non-executive director of Rio Tinto'sRossing Uranium in Namibia. She is appointed by the Ministry of Finance to oversee the reformof public expenditure management and financial reporting. She served as a council memberof the Institute of Chartered Accountants in Namibia, and as a board member of the NationalQualifications Authority.

Jenny Comalie (41)Independent non-executiveNamibian

BCom, BCompt (Hons), CA(Nam)


COMMITTEES: Risk, Audit and Compliance Committee

CAREER: Entrepreneurial professional with more than 16 year’s experience in organisationaldevelopment, strategy development and implementation and finance accounting. She was GroupFinancial Accountant at Olthaver & List Trust Company Limited from 1998 to 2001. From 2001to 2004 she was Trainee Accountant and Manager respectively at Deloitte & Touche. She wasManager of Management and Cost Accounting at Standard Bank of Namibia from 2004 to2005. From 2005 to 2008 she was the Chief Financial Officer at Pointbreak Holdings (Proprietary)Limited; from 2013 to 2015 she was Chief Executive Officer of Shali Group. She is currentlyDirector of Finance at Namibia Institute of Public Administration and Management. She alsoserves as independent non-executive director of FNB Holdings Limited.

Nick Harris (72)Independent non-executiveSouth Africa

FRICS


COMMITTEES: Remuneration and Nomination Committee (Chairman) and Investment Committee(Chairman)

CAREER: Previously the Chief Executive Officer of South African listed company Ambit PropertiesLimited from its listing in 2004 until June 2008. He has more than 40 years' experience in thereal estate industry. He is a past president of the South African Property Owners Associationand past Chairman of the South African Board of the Royal Institution of Chartered Surveyors.

14

DIRECTORATE (continued)as at date of this report


Mathew Shikongo (65)Independent non-executive

Namibian


CAREER: Retired as Mayor of Windhoek and has extensive and broad business experience indiverse industries, providing him with a good understanding of the general business communityand activities. He fulfilled numerous chairman and other leadership roles, amongst which Mayorof the City of Windhoek, Chairman of Namibian Marine Resources (Proprietary) Limited, Chairmanof Nampower, President of the Namibia Chamber of Commerce and Industry ('NCCI'), viceChairman of Welwitschia Insurance Brokers, Chairman of Tunacor, Chairman of NUTAM Operation(Proprietary) Limited and vice Chairman of Sanlam Namibia. He currently also serves as anindependent non-executive director of Capricorn Investment Holdings Limited.

Jens Kuehhirt (65)Independent non-executive

Namibian

BCom, CA(Nam), CA(SA)


COMMITTEES: Risk, Audit and Compliance Committee (Chairman) and Remuneration andNomination Committee

CAREER: An independent financial consultant since 2007. Retired from the auditing professionin December 2006 as Senior Partner of Deloitte & Touche in Namibia after 35 year’s service withthe firm in South Africa, Germany and Namibia. He was a partner of Deloitte for 24 years inNamibia, and has gained extensive experience in the banking and other financial services sectors,as well as mining, fishing, retail and manufacturing sectors, serving mainly large blue-chip andlisted clients. He was a member of the board and tax committee of the Institute of CharteredAccountants in Namibia for a number of years. Current directorships include Old Mutual LifeAssurance Company (Namibia) Limited and Old Mutual Short Term Insurance Company ofNamibia Limited.

Andre Swanepoel (61)Independent non-executive

Namibian

BCom, LLB


COMMITTEES: Investment Committee

CAREER: Managing Director of Dr Weder, Kauta & Hoveka Inc. Legal Practitioners, with over35 years' experience in the legal field. Former member of the Law Society's Standing Committeeon Conveyancing, as well as former member of the Board for Legal Education, instrumental inthe overseeing of the amendment of the Sectional Title Act, member of the Screening Committeeof the Namibian Stock Exchange, extensive experience in Corporate, Commercial and Propertylaw and structuring of sectional title development schemes, large township developments andother property-related transactions.

DIRECTORATE (continued)as at date of this report

16

CHAIRMAN'S STATEMENTfor the year ended 30 June 2015

Francois Uys

Oryx Properties Limited is able to report another satisfactory year despite continuedand prolonged global uncertainty, regional instability in many areas and financialvolatility. The year also witnessed political aspirations which resorted to para-military interventions and the loss of human life in Ukraine, the Middle East andWestern Africa. The signs of a global economic recovery are still hesitant, butthe majority of Namibia's trading partners are showing positive growth. Manygovernments across the globe are still facing challenges in delivering to theexpectations of those hardest hit by the effects of the ongoing economic situation.The growth recorded by the larger economies is still weak and from a low base,while a historically low oil price and an agreement to lift sanctions against Iranare key factors supporting this growth. The very recently announced slower GDPgrowth in China and the knock-on effects thereof globally, are likely to delayglobal economic recovery in the short term. In these circumstances propertyinvestments have in the past provided the stability that investors seek and shouldassist sector prices to respond positively.

In the region, South Africa, the dominant neighbouring economy, is facing seriouschallenges. Signs of endemic corruption in public offices continue to surfaceunabatedly, service delivery is still lacking and the ruling ANC is continuing tolose support, not only to the opposition, but also to a new left-wing party withradical ideas of reform and the need to prove its relevance in South African politics.Labour disputes continue to demand huge increases in wages, well outside theinflation band of 3%-6% pursued by the central bank. Production losses becauseof strikes seriously affected exports and the country's credit-rating downgradelast year remains unchanged. Looking forward, the continuing short-supply ofelectricity and power-shedding, resulting from inadequate maintenance andbehind-schedule new construction of generating capacity, is a serious impedimentto growth, not only for South Africa, but also for the power-pool partners in

the region. Recently, alarm bells were sounded in respect of water supply, resulting from poor management of infrastructuremaintenance and insufficient provision of storage capacity, with possible water-shedding as a future scenario. Announcementsfrom many mining companies in South Africa regarding huge reductions in employment are presently in the negotiation stageat senior level with the Government. South African growth prospects are generally believed to fall short of the officially forecast2% for 2015 and 2016 respectively, mainly as a result of infrastructure constraints and labour legislation which negatively affectthe private sector and limit its ability to contribute in this regard.

Locally, the Government of Namibia continues to manage the country's financial affairs in an exemplary manner and containingnational debt at an acceptable level. The prime interest rate increased from 9.5% to 10.25% during the year. Inflation remainedbelow the 6% annual rate for the year and economic growth of 4.5% was achieved in 2014, forecast to remain at that level until2016.

The threats of continued and growing unemployment as well as poverty reduction have been recognised by newly elected PresidentHage Geingob as the focus areas for economic policy development. The Government has embarked on a nation-wide plan tomake urban erven available at affordable prices to the large number of un-housed and under-housed citizens. This initiative enjoysthe support of the private sector and will result in a large number of persons who previously were tenants to becoming newowners of property and it bodes well for future growth of the economy. Namibia's primary markets for fish, beef and mineralsremain in a very low growth band which put producer prices under pressure. Large exchange rate swings remain a serious threatto growth forecasts as it affects both exports and imports as well as the very important tourism sector. Namibia has again beenblessed with good labour relations and industrial peace during the year. The Government, together with employers, employeesand the unemployed, deserve credit for the social calm experienced in Namibia.

Against the above background Oryx has succeeded in returning excellent results. Net rental income, excluding straight-line accruals,increased by 19.1% (2014: 28.4%) to N$190.6 million (2014: N$160.1 million), which, after investment income and allowingfor administration expenses and finance cost resulted in distributions to unitholders of N$104.7 million (2014: N$97.8 million)for the year. Distributions to unitholders increased by 10.5 cents per unit (2014: 8.5 cents per unit) to 158.5 cents per unit (2014:148 cents per unit) representing a growth of 7.1% (2014: 6.1%).


CHAIRMAN'S STATEMENT (continued)for the year ended 30 June 2015

All the properties in the Oryx portfolio were independently valued at N$2.21 billion (2014: N$1.98 billion) as at the end of June2015, representing an increase of 11.6% (2014: 33%) over the previous year. This translates to a net asset value of 1 915 centsper linked unit (2014: 1 643 cents per linked unit), resulting from additions and growth in value of the core portfolio during theyear. At 30 June 2015 the price quoted on the NSX was 1 953 cents per linked unit (2014: 1 787 cents per linked unit) whichrepresents only a 2.0% (2014: 8.8%) premium to the net asset value.

The completion of the expansion and upgrade of Maerua as well as the acquisition of the Gustav Voigts Centre during the 2014year allowed the company to settle these investments during the past year. At the time of writing, Oryx has received unitholderapproval to embark on a further rights issue to unitholders for further expansion of the portfolio. While global economic activityis expected to remain subdued for the balance of 2015 and possibly for the full year 2016, the fundamentals of Namibia as anattractive investment destination will in all likelihood continue to attract interest from beyond our borders. The quality of ourportfolio, acceptable gearing ratio and positive forecasts for the tertiary sector during the next two years will enable the companyto continue to provide reliable and growing returns for investors from a significantly expanded portfolio.

During the past year the Board of Oryx continued to function very well and the contributions of the three sub-committees(responsible respectively for Risk, Audit and Compliance; Remuneration and Nomination; as well as Investments) are invaluable.After completion of the Maerua project the appointment of Mr Kelly Clinton as development director came to an end and heresigned from the Board in order to prevent possible conflicts of interest in his pursuit of private interests in the property sector.

I extend my sincere appreciation and gratitude to my fellow board members and our highly committed staff, as well as to ourtenants and service providers, for their co-operation, dedication, valued efforts and participation during the year to make theseresults possible.

François Uys Chairman

6 August 2015

1. INTRODUCTIONThis report reviews the Group's ('Oryx's') operational performance, financialperformance, investment strategy, funding, as well as the planned activitiesfor the year ahead.

2. ECONOMIC AND REAL ESTATE REVIEWProperty fundamentals once again remain challenging, but strong capitalmarkets and the property sector historic rolled yield trading at a premiumto the long-term Government Bond yield to maturity support listed real estateperformance. In South Africa in particular, the listed real estate performancewas supported by the conversion of listed property companies to Real EstateInvestment Trusts ('REITs'). This has resulted in South Africa becoming oneof the top ten largest REIT markets in the world. The conversion to REITs,coupled with good yields, attracted substantial foreign institutional investors.The listed real-estate sector has also benefitted from considerable corporateactivity during the year.

The GDP growth rate in South Africa has been revised downwards to 2%;but according to general opinion, it may be as low as 1.5%. The low growthrate is mainly due to sluggish growth in the global economies affectingexports and the ongoing energy constraints. This does not bode well foroffice letting and retail landlords, which are dependent on healthy consumerspending. The interest rate hikes in South Africa and the US are also expectedto put downward pressure on REITs' share prices.

In Namibia, the economy has performed well and is supported by a healthyand well-capitalised banking sector. Expectations of rising interest rates in

the US triggered a significant outflow of capital from several emerging market economies, which has resulted in a significantappreciation of the US Dollar. This has benefitted Namibian exports and has exerted additional inflationary pressure. Theimpact of lower international crude oil prices has tapered inflation, but has also affected Angola, our neighbouring oilexporting country. This is evident from the significant slowdown in Angolan consumer spending in the local economy. Themain engines of growth in Namibia were: robust construction activities, sustained growth in diamond and gold mining,wholesale and retail trade, transport and public infrastructure programmes. The growth of household debt is a major concern.This, together with the growing deficit in the balance of payments due to the import of unproductive goods, were the mainreasons for recent interest rate hikes. It is expected that the interest rate hikes, coupled with the high cost of living, maycurb consumer spending in the year ahead.

3. OUR OPERATIONAL PERFORMANCEOur performance and progress during the year was achieved against a backdrop of challenging market conditions and fiercecompetition in the retail property sector, where Oryx currently has the highest sectoral weighting (62%). The lower rentallevels in our retail portfolio compared to new retail developments allow Oryx to keep rentals at realistic levels to maintain thecurrent high occupancy levels. Finding financially viable acquisitions and development opportunities remains a challenge, asthe recent entrance of various property players into the Namibian market has resulted in significant yield compression.

The fully priced commercial property market has diverted Oryx's attention to the planning for the re-development of existingproperties in the current portfolio in order to enhance the earnings potential of these properties. This focus, together withthe possible breaching of the upper gearing level of 40% emanating from large development and acquisition activities ofthe previous financial year, resulted in limited expansionary activity during the current financial year.

Oryx has embarked on a strategy to strengthen the balance sheet in order to expand its activity when opportunities areavailable. A rights issue to recapitalise Oryx was approved by the unitholders and is well under way. Unitholders will have theoption to take up one additional linked unit for every five linked units held. The capital raised will reduce the gearing ratio toapproximately 30% and will thereby create additional investment capacity. The improved gearing ratio will also reduce Oryx'sexposure to the impact of possible interest rate hikes. It is expected that the greater number of linked units in issue after therights issue will enhance liquidity and consequently the market price of the linked units.

Stefan de Bruin

18

CHIEF EXECUTIVE OFFICER'S REPORT

19ANNUAL REPORT 2015

3. OUR OPERATIONAL PERFORMANCE (continued)From a property expense level, Oryx has revisited all service level agreements. The outsourced property management wasreduced to a back-office function (invoicing, debt collection and supplier payments), while property management was broughtin-house. The review of the property management agreement, as well as other soft service agreements (cleaning and security),has resulted in cost savings and service level optimisation.

Oryx has also expended approximately N$6 million to convert the electricity supply at both Maerua Mall and Baines shoppingcentres to bulk supply. Oryx is now purchasing electricity at bulk tariffs and invoicing tenants at commercial tariffs for theirelectricity consumption. This has resulted in a significant increase on both the recoveries and property expense lines, but anoverall net reduction in electricity expenses. Oryx has contracted an independent service provider to invoice and collect electricityconsumption from tenants.

As part of our drive to reduce electricity expenses, Oryx has also embarked on a N$20 million rooftop solar panel project.The panels are in the process of being installed on the Maerua Mall Shopping Centre roof and will generate approximately1 800 MWh electricity per year. This will bring a welcome relief to the pressure currently experienced by the national electricitygrid. With this project, Oryx took a big step towards countering a whole range of economic and environmental challenges.

Other initiatives include the replacement of all fluorescent lighting in Maerua Mall's parking areas with LED (light-emittingdiode) motion sensor tubes. Whenever people or moving cars are not present, the sensor lights either dim down to 30%capacity or switch off completely. This project results in a daily saving of at least 1 731 kwh, which is almost equal to theelectricity used by an average Namibian over a whole year.

Oryx will continue to invest in green and sustainable building initiatives across its N$2 billion portfolio, as it endorses ourintention as a responsible corporate citizen to apply sustainable business practices.

4. OUR FINANCIAL PERFORMANCEIn spite of there being no significant expansionary activity during the year, management declined various property deals offeredto Oryx. Management made good progress with the development pipeline, which is already in the process of being rolledout.

Oryx has delivered a distribution growth of 7.1% per linked unit up from 148 cents per linked unit in 2014 to 158.5 centsper linked unit in the current year. The distribution per linked unit for the six months ended June 2015 is 86.75 cents perlinked unit and represents a growth of 7.4% from the 80.75 cents per linked unit declared in the 2014 corresponding period.As expected, the growth came under pressure due to the full year impact of the initial lower yielding Maerua Mall Phase Threecompletion. Management has made good progress addressing the tenant mix and to extract operational efficiencies in theretail portfolio. Good progress was also made in enhancing rental income and to improve on operating cost recoveries.

The growth in revenue on a cash flow basis of 31.8% was mainly attributable to the additional lettable area from the MaeruaMall expansion project and the Gustav Voigts Centre acquisition. We have also managed to contain the vacancies at a verylow level of 0.7%.

During the year, Oryx's net asset value increased by a significant 16.6%, mainly as a result of the growth in the market valueof the property portfolio. At year end, the entire portfolio was valued by an external valuer. The growth is mainly due to netincome growth in the retail portfolio and the shift of market rentals in the industrial portfolio, as well as overall positive rentalrenewals.

Overall, Oryx has managed to produce a total return to unitholders (market value growth and distributions) of 18.2% andhas therefore exceeded its total return objective of 17%.

CHIEF EXECUTIVE OFFICER'S REPORT (continued)

5. ORYX’S INVESTMENT STRATEGY1 Vision

To own an investment portfolio of premium quality retail, industrial and office real estate in Namibia and South Africaas well as investment in listed property. Oryx seeks to grow this by the acquisition or development of additionalproperties, which will have escalating income streams derived from quality tenants so as to secure long-term earningsgrowth and capital appreciation.

2 MissionTo acquire and/or develop assets that appreciate in value and produce a dependable, sustainable and growing distributionstream.

3 Measurable strategic objectives

3.1 Primary Objective

Distribution Growth Objective: To exceed an average of 8% per annum over a three-year period (2016 to 2018).

3.2 Secondary Objectives

Total Return Objective: Total return (market value growth and distributions) to be at least 17% per annum. Thetotal return objective is based on the Namibian five-year government bond yield adjusted to a pre-tax rate plus a4% risk premium.

Linked Unit Market Value Objective: Market price per linked unit to be at a premium to net asset value per linkedunit. The lower premium to net asset value of 2.0% compared to the 2014 premium of 8.8% is mainly due tothe positive year end fair value adjustment to the property portfolio.

3.3 Long-term Objective

To increase assets owned to N$3.5 billion by June 2018: Currently, the main barrier to enter into the market ishigh property prices, coupled with high transfer fees. The focus will therefore be on the re-development of existingproperties in order to increase rental levels and property values as well as major acquisitions.

20


HISTORIC MARKET VALUE PER UNIT VS NET ASSET VALUE PER UNIT

21.0020.0019.0018.0017.0016.0015.0014.0013.0012.0011.0010.009.008.007.006.005.004.003.002.001.000.00-1.00-2.00-3.00-4.00

Market price per unit Net asset value per unit Premium/(discount)

2011 2012 2013 2014 2015



5. ORYX’S INVESTMENT STRATEGY (continued)3 Measurable strategic objectives (continued)

3.4 Key investment criteria

The following key investment criteria continue to be pursued by management:• A sectorally diversified portfolio with a long-term objective to achieve a weighting of 50% to 70% in the retail sector, 30% to 40% in the industrial sector and 10% to 20% in the office sector.• In view of the limited investment opportunities available to Oryx, especially those that do not dilute earnings,

all investments that meet the criteria for asset quality, security of income and earnings growth will be considered,notwithstanding that it may take Oryx outside its target ranges for a limited period.

• The industrial component will focus on distribution warehouses and manufacturing facilities.• At least 70% of the gross lettable area will be leased to South African national tenants, franchisees and major

Namibian companies.• At least 80% of the gross lettable area will be subject to leases with a duration of at least three years.• A geographically diversified portfolio with a long-term objective to achieve a weighting of more than 70% Namibian and not more than 20% South African properties.

When deemed appropriate, Oryx may invest in yield-enhancing listed property stock with positive capital growthprospects. Oryx will consider such investments on their merits, limited to 10% of the investment property portfolio.

Oryx is limited by its articles to a debt ratio of 60% of its assets, but the investment strategy is not to exceed a 40%debt to assets ratio in the long term. The loan covenants set by banks restrict Oryx to a gearing ratio of 50%.

6. FUNDING AND BORROWINGOryx closed the year with a gearing ratio of 38.8% (2014: 40.5%). Approximately 46% of the interest rate exposure is fixedvia swap transactions. We are planning to raise approximately N$260 million with the rights issue in October 2015. Thiscapital injection will lower the gearing to approximately 30% and will increase the fixed interest rate exposure to 60% withoutresorting to additional interest rate swap transactions. The additional capital will enable Oryx to move forward with thedevelopment pipeline without exceeding the upper gearing limit of 40%. Further, we have registered a N$500 million domesticmedium term note programme on the NSX in order to provide additional funding options for the development pipeline. TheGlobal Credit Rating Company ('GCR') assigned Oryx a long-term rating of “BBB+(NA)”, a short term rating of “AZ(NA)” anda rating outlook of “Stable”.

7. CONCLUSIONThe overall objective of Oryx remains to build a high-quality, low-risk property portfolio capable of delivering a dependable,sustainable and growing distribution stream. The operating environment is expected to remain challenging for the year ahead.There is increased competition, specifically in the retail property sector. This, coupled with pressure on disposable incomeand muted economic growth, mainly because of a slowdown in the global economy and the resultant decrease of resourceprices internationally, may result in weaker property fundamentals. We are, however, confident that the defensive nature ofthe Oryx property portfolio will continue to deliver unitholder value and distribution growth. With a tougher operatingenvironment expected, Oryx will concentrate on tenant retention, maintaining the high occupancy level and the extractionof efficiencies from operational costs.

The cost of debt is on the increase, but our plans to re-capitalise the Group with the rights issue during October 2015 willmitigate this risk and will allow Oryx to move forward with its exciting development pipeline of N$240 million, which is readyto be rolled out.

8. ACKNOWLEDGEMENTSOryx has delivered a good performance this year and has managed to bed down on its recent developments, acquisitionsand staff appointments. Thanks to our committed management team and staff, we have reviewed all our service levelagreements, policies, processes and procedures to create a solid foundation from which to move forward.

Erf 8081 Windhoek, industrial warehousing - Cnr Solingen and Iscor Streets, Northern IndustrialArea, Windhoek.22

8. ACKNOWLEDGEMENTS (continued)I would like to express my gratitude to the board members for their continued support and participation over the past year.Our thanks also go to our business partners for their efforts and commitment to make Oryx a success. Finally, we would liketo thank our tenants, financiers and unitholders for their dedication and association with Oryx.

SI de Bruin Chief Executive Officer

12 October 2015



CHIEF OPERATIONS OFFICER'S REPORT

Carel Fourie

1. VALUATIONSThe property portfolio was independently valued at N$2 206 million (2014:N$1 977 million) by Broll Valuation and Advisory Services.

The largest single property in the portfolio, the Maerua Mall node, was valuedat N$1 149 million (2014: N$1 024 million).

The total growth achieved for the year was N$229 million (2014: N$494million). The growth stems from the fair value adjustment of N$183 million(2014: N$104 million, including the bargain purchase gain on Gustav VoigtsCentre) and capital expenditure of N$46 million (2014: N$388 million).

600 000

500 000

400 000

300 000

200 000

100 000

-2011

12%

10%

8%

6%

4%

2%

0%2012 2013 2014 2015

ANNUAL PROPERTY PORTFOLIO GROWTH

Fair value Capex Fair value growth %

159 535 201 201 214 499

493 550

228 599

10%

9%9%

7%

1%

Total

Investment property was valued on a discounted cash flow basis, whilst the vacant land was valued based on the purchaseprice for similar land and after taking into account the size, location and physical attributes.

Property Rentable area External % of total Valuation Annual type m2 valuation N$ / m2 growth N$'000

Retail 80 708 1 370 400 62.1% 16 980 11.8%Office 14 372 209 000 9.5% 14 542 18.1%Industrial 131 950 626 349 28.4% 4 747 9.0%Totals 227 030 2 205 749 100.0% 9 716

Property Rentable area External % of total Valuation type m2 valuation N$ / m2

N$'000

Retail 80 708 1 225 400 62.0% 15 183Office 14 372 176 950 8.9% 12 312Industrial 131 950 574 800 29.1% 4 356Totals 227 030 1 977 150 100.0% 8 709

June 2015

June 2014

24

CHIEF OPERATIONS OFFICER'S REPORT (continued)

1. VALUATIONS (continued)

Retail IndustrialOffice

28.4%

9.5% 62.1%

VALUE VALUE PER M2

2014 Growth %2015

18 000

16 000

14 000

12 000

10 000

8 000

6 000

4 000

2 000

-

20.0%

18.0%

16.0%

14.0%

12.0%

10.0%

8.0%

6.0%

4.0%

2.0%

0.0%

Retail Office Industrial

2. PORTFOLIO ANALYSISOryx's real estate portfolio comprised 26 properties (see page 108 and 109) with a value of N$2 206 million at 30 June 2015.

The portfolio continues to perform well due to positive rental renewals with quality tenants. The total gross lettable area('GLA') owned by Oryx is currently 227 030m2 (2014: 227 030m2).

Geographical spread:

GROSS INCOME

13%

87%

RSA Namibia

GLA

32%

68%

RSA Namibia

11.8%

18.1%

9%



2. PORTFOLIO ANALYSIS (continued)Sectoral spread:


GLA

58%

36%

6%


GROSS INCOME

63%

27%

10%

Portfolio analysis and transactions

• Retail (Target range 50% to 70% of portfolio value)

The portfolio has a 62% (2014: 62%) value weighting in the retail sector primarily through the Maerua Mall complex.

Gustav Voigts CentreKalahari Sands Hotel and Casino was recently re-branded to Avani Windhoek Hotel and Casino. Sun International soldits majority shareholding in the operating company that leases the property from Oryx. Oryx has already engaged thenew management of the hotel and looks forward to partnering in the re-development and upgrade of the GustavVoigts building, incorporating some changes to the current hotel and lobby area.

Maerua MallThe Maerua Mall node offers 60 486m2 of gross lettable area, which consists of 50 648m2 retail and 9 838m2 officespace, supported by 2 230 parking bays.

Of the total portfolio, the Maerua Mall node comprises 52% (2014: 52%) which includes the office component. Therisk of this high weighting is however, mitigated by:

• A high level of rental reversions done at between 7% and 9% escalations;• A diversified tenancy profile with a very high percentage of space let to major Namibian and South African corporates with leases ranging from 3 to 10 years;• Entrenchment of the node and the location as the prime retail node of Windhoek, the ever-expanding office node around the mall; and• The continued resilience of Maerua Mall after the opening of more shopping centres in Windhoek.

The construction of a 1 MWp rooftop solar power installation on Maerua Mall's roof at a cost of N$20 millioncommenced early in June 2015. The installation will cater for ±20% of Maerua Mall's annual consumption of electricityand will lighten the burden on the national electricity grid. Oryx expects an initial yield of 12% on this project, andcompletion is scheduled for the end of September 2015.

26


2. PORTFOLIO ANALYSIS (continued)Portfolio analysis and transactions (continued)

BainesThe Baines shopping centre is undergoing a cosmetic upgrade after the successful upgrade of the current OK Foodsfranchise store.

• Office (Target range 10% to 20% of portfolio value)

The office sector comprises 10% (2014: 9%) of the total portfolio in terms of value.

Oryx will look to grow this portion of the portfolio if a specific tenant approaches us with a development opportunityor a single tenanted building with good tenant covenants becomes available for sale.

• Industrial (Target range 30% to 40% of portfolio value)

The industrial sector comprises 28% (2014: 29%) of the total portfolio in terms of value.

Oryx is planning to develop the open piece of land directly in front of the Scania building in the Lafrenz industrial areaas warehousing space. The following is envisaged for this site:

GLA: 4 500m2

Completion: December 2016Capital outlay: N$36 millionExpected yield: 9%

The Walvis Bay warehouse, owned by Oryx, will be refurbished and enlarged in order to capitalise on its position closeto the port where a demand for space is currently experienced. The salient features of this development are:

GLA (new): 1 700m2

GLA (refurbished): 1 500m2

Completion: November 2016Capital outlay: N$15 millionExpected yield: 9%

The financial viability of industrial developments in Namibia, and in particular in Windhoek, remains under pressuredue to rising construction costs, high land prices and a shortage of suitable sites. It does, however, appear that marketrentals for industrial properties have risen in the past 24 months; which may present new opportunities for viabledevelopment projects.

The industrial portfolio had no vacancies at 30 June 2015.

3. RENTAL EXPENSESThe gross property expenses grew mostly on the back of increased electricity charges due to the conversion from commercialto bulk electricity supply at Maerua Mall. Oryx is now purchasing bulk electricity at the Maerua Mall, Baines and ChannelLife properties. The Group is charged for the entire consumption, including common areas and tenants’ usage. In the past,tenants received their own electricity accounts from the City of Windhoek for their consumption. The additional charge forelectricity related to the change to bulk supply represents ±55% of the growth in expenditure, with a similar increase inrevenue, as these are recovered monthly from tenants.

Additional retail GLA to the portfolio, only partly included in the comparative period (Maerua Mall expansion four monthsand the Gustav Voigts Centre eight months), has led to above-inflationary increases in security, cleaning and maintenancecosts, as well as higher municipal valuations on completed projects, most notably for the Maerua Mall expansion.

Higher municipal valuations in the South African portfolio also led to substantial increases in rates and taxes.



4. TENANT ANALYSISThe total GLA of the portfolio is 227 030m2 (2014: 227 030m2) and is occupied by approximately 270 tenants. The tenantsto which Oryx has the largest exposure in terms of contractual rent are set out below:

Tenant 2015% of total rental

CIC 7%Avani Hotel and Casino 6%Shoprite Checkers 5%SRF Industex & Belting (RSA) 4%Edcon Group 4%

26%

Tenant 2014% of total rental

CIC 7%Avani Hotel and Casino 6%Shoprite Checkers 6%SRF Industex & Belting (RSA) 4%Edcon Group 4%

27%

Of the total GLA, 84.2% (2014: 86.9%) is occupied by major Namibian or Southern African companies or their franchisees.None of the major tenants vacated the Oryx property portfolio during the financial year - the only exception being Sportsman'sWarehouse who relocated to another centre.

5. LEASE EXPIRY PROFILEThe following graph depicts Oryx's lease expiry profile (based on rent):

PercentageExpiring

30%

25%

20%

15%

10%

5%

0%2016 2017 2018 2019 2020 >

Financial Year

26%

15%

12%

17%

29%

28

5. LEASE EXPIRY PROFILE (continued)Of the leases expiring in 2016, we expect only approximately 11% (3% of the total) not to renew their leases. In all cases,it is either industrial or office tenants relocating to their own newly constructed premises.

In 2017, we expect 7% (1% of the total) not to be renewed for similar reasons.

For the remainder, management considers the risk of non-renewal to be small.

Management had already engaged with potential tenants to enter into leases for the premises for which leases have notbeen renewed.

6. TENANT RETENTIONThe tenant retention ratios across the different sectors in 2015 are set out below and underline the quality of the propertyportfolio.


TENANT RETENTION (TENANTS)

100

80

60

40

20

-

100%

80%

60%

40%

20%

0%Retail Office Industrial

Expiries %Renewed

10 000

9 000

8 000

7 000

6 000

5 000

4 000

3 000

2 000

1 000

-

Retail Office Industrial

Expiries %Renewed

TENANT RETENTION (M2 GLA)

100%

90%

80%

70%

60%

50%

40%

30%

20%

10%

0%

As can be witnessed from the low vacancy levels discussed under section 7, if a tenant was not retained, the demand forthe space was of such a nature that we were able to fill most of these spaces relatively quickly.

88%

70%

100%

93%88%

100%



7. VACANCIESVacancies decreased from 0.93% in June 2014 to 0.74% at 30 June 2015 and are well below industry norms. Managementcontinuously endeavours to meet the space requirements of major tenants to ensure retention of these tenants.

8. DEVELOPMENT PIPELINEGustav Voigts CentreSince the acquisition of Gustav Voigts Centre by Oryx for N$220 million at the end of 2013, the property has appreciatedby N$85 million. The property is situated in the rapidly expanding and developing part of the Windhoek CBD, exactly oppositethe recently completed First National Bank Head Office and the soon-to-be constructed Social Security Head Office.

With increasing development of both office and residential properties in this area, there is an opportunity to position theGustav Voigts Centre as the premier shopping destination for both office workers and tourists in the CBD.

Oryx is pursuing the upgrade and expansion of this shopping centre to ensure that this becomes the heartbeat of city lifein Windhoek. The development will see the Gustav Voigts Centre expanding to its rear onto the current Audi showroomproperty, also owned by Oryx and situated between Werner List and Tal Streets. This development will include an increasedretail footprint, offices and residential units. Considerable investment is planned to enhance the experience from the momentyou enter the centre on Independence Avenue straight across Werner List Street over a retail-enabled adjoining bridge. Theconcept of an internal street is what is currently envisaged for the entire centre and will be the core idea driving the upgradeof ablutions, the atrium and walkways.

This project (which is still in its planning and feasibility stage) is expected to create an exciting, vibrant and high-end shoppingand lifestyle experience in Windhoek's CBD.

Virgin Active relocationManagement is of the opinion that a relevant, upgraded and well-positioned health club is a necessity in the Maerua Mallshopping centre node. Virgin Active Windhoek has approximately 6 000 members and is therefore very excited and keento take up this position in the Mall. They believe it will then remain the most popular health club in Windhoek and will keeptheir competition at bay.

Estimated capital outlay: N$160 millionGLA: 3 000 (new Virgin Active)GLA: 4 330 (retail converted)Taxi bays created: 30Initial yield: 7.5% to 8% (estimate)

1.00%

0.80%

0.60%

0.40%

0.20%

0.00%

1.00%

0.80%

0.60%

0.40%

0.20%

0.00%

Retail Office

2014

0.93%

0.48%

0.45%

2015

0.74%

0.35%

0.38%

M&Z Tal Street (Audi), showroom and workshop - 60 Tal Street, Windhoek.

30


8. DEVELOPMENT PIPELINE (continued)The yield is calculated at the end of the project at the conclusion of all phases. Management deems this developmentimportant in order to keep Virgin Active as a prominent tenant in the Maerua Mall node.

Ex-Virgin Active redevelopmentThe vacated Virgin Active site will be converted into three levels, of which two levels are planned as retail and one level asstorage space.

There have been initial discussions with all potential tenants for the re-developed retail space, and all of them have indicatedthat they are in favour of the development.

This development grants Oryx the opportunity to engage with new retailers in order to optimise the current tenant mix.

Part of this project would be the enlargement and upgrade of the current Maerua Mall taxi rank in order to accommodatethe increased number of taxis transporting passengers to and from the node.

The team at Oryx will continue to focus on sustainable and responsible investment that will enhance the value and returnsof the property portfolio in the long term.

Carel Fourie Chief Operations Officer

12 October 2015


CHIEF FINANCIAL OFFICER'S REPORT

1. INTRODUCTIONThis financial review offers a condensed view of the annual financialresults of Oryx Properties Limited and its subsidiaries ('Group') for 2015.These are presented in a simplified form for ease of reference andunderstanding and are reflective of the manner in which the informationis analysed by management. The financial review should therefore beread in conjunction with the full annual financial statements.

2. DISTRIBUTIONSThe distribution growth aligns and shows the effectiveness of the Group'sstrategy of achieving sustainable growth in distributions.

The distribution per linked unit for the six months ended 30 June 2015is 86.75 cents per unit (2014: 80.75 cents per unit), which representsgrowth of 7.4% (2014: 11.8%) over the corresponding period. For thefinancial year, distributions per linked unit grew by 7.1% to 158.5 centsper unit (2014: 148 cents per unit). Total distributions for the year amountto N$104,7 million (2014: N$97,8 million).

5 - YEAR DISTRIBUTION TREND

Cents PerUnit

Year

Interim Final Total

2010 2011 2012 2013 2014 2015

54.50 54.75

109.25

56.50 61.00

117.50

61.75 66.25

128.00

67.25 72.25

139.50

67.2580.75

148.00

71.7586.75

158.00

3. FINANCIAL RESULTSThe growth of 31.8% (2014: 31%) in revenue, on a cash flow basis, is underpinned by strong renewals by existing tenantsand low vacancy levels. The current financial year also includes a full year of revenue generated by the additional lettable areafrom the Maerua Mall expansion project, which was completed during April 2014, and the Gustav Voigts Centre acquiredeffective from 1 November 2013.

The conversion from commercial to bulk electricity supply has resulted in an increase of both the revenue as well as the rentalexpense lines. The increase in rental expenses, driven by the additional retail area, was contained by means of a review ofall service agreements, strategic initiatives and efficient cost management.

Debbie Smit

32

CHIEF FINANCIAL OFFICER'S REPORT (continued)

Group2015 2014 %

N$'000 N$'000 Change

Distributable earnings for the year are calculated as follows:

Property portfolioStanding portfolio - property held for 12 comparative months 160 822 137 333 17.1%Rent and recoveries (excluding straight-line adjustment) 226 950 172 516 31.6%Property expenses (66 128) (35 183) 88.0%

AdditionsProperties acquired or developed in the current or comparative year 29 740 22 724 30.9%Rent and recoveries (excluding straight-line adjustment) 39 140 29 429 33.0%Property expenses (9 400) (6 705) 40.2%

Net operating income from property portfolio 190 562 160 057 19.1%

Fund cost and other expenses (11 679) (10 570) 10.5%Cost of employment (6 778) (6 022) 12.6%Audit fees (784) (688) 14.0%Directors' fees (1 811) (1 839) -1.5%Other expenses (2 306) (2 021) 14.1%

Profit from operations 178 883 149 487 19.7%

Net funding costs (75 275) (51 191) 47.0%Interest expense (76 137) (52 089) 46.2%Interest income 862 898 -4.0%

Deferred taxation (393) (187) 110.2%

Distributable earnings 103 215 98 109 5.2%

Units Units

Units in issue at end of the year 66 050 010 66 050 010-

Cents Cents

Distribution (cents per unit) 158.50 148.00 7.1%- interim 71.75 67.25 6.7%- final 86.75 80.75 7.4%

3. FINANCIAL RESULTS (continued)The vacancy rate across the portfolio at year end is at 0.7% (2014: 0.9%), which is very low when compared to industrystandards. The increase in vacancies is largely attributable to office space in the Channel Life building of 462m2, 965m2 inthe Maerua Mall node, across the sectors, and 182m2 in the Gustav Voigts Centre.

MANAGEMENT REPORT (continued)for the year ended 30 June 2015

Property type Capitalisation rate % Discount rate %2015 2014 2015 2014

Retail 8.7 8.8 14.2 14.5Industrial 9.9 10 15.4 15.7Office 9.8 9.8 15.6 16Portfolio average 9.1 9.2 14.4 15.1



4. VALUATIONSAt year end the property portfolio was valued by Broll Valuation and Advisory services at N$2,2 billion (2014: N$2,0 billion),which resulted in a fair value adjustment of N$182,7 million (2014: N$104,3 million, inclusive of the bargain purchase gain).The valuation methods applied are consistent with those applied in the previous consolidated annual financial statements.Capital expenditure of N$46 million (2014: N$388 million) was incurred during the year.

The net asset value per linked unit increased by 16.6% (2014: 10.8%) from 1 643 cents per unit in 2014 to 1 915 cents perunit in the current year. The increase in the value of the property portfolio is underpinned by the growth in market rentalsin the industrial sector and the increase in net rental income from the retail portfolio.

In summary, the table below sets out the weighted average capitalisation rate % and discount %:

5. FUNDING ARRANGEMENTSTotal interest bearing borrowings utilised by the Group amounted to N$872,1 million (2014: N$805,9 million) at year end,while the total facilities available to the Group amounted to N$941,8 million (2014: N$1 051,8 million), leaving availableN$70,8 million for further expansion and capital projects. After year end a further facility of N$30 million with Absa BankLimited was reinstated upon meeting all the conditions of the completion of the Maerua Mall extension and refurbishmentproject.

The weighted average interest rate of the variable interest rate borrowings is 9.4% (2014: 8.4%). The overall weighted averageinterest rate is currently 8.7% (2014: 8.7%). The financial year closed with a gearing ratio of 38.8% (2014: 40.5%).

The majority of the borrowings are either linked to the South African prime rate or JIBAR rate. During the course of the year,the South African prime rate increased with 25 basis points, closing at 9.25%, and also contributed to the increase in financecharge. Subsequent to year end, the prime rate increased by a further 25 basis points during July 2015.

The Maerua Mall extension and refurbishment project was concluded during the latter part of the 2014 financial year. Duringthe construction period borrowing costs were capitalised to the project. In the current financial year, the finance chargeswere expensed and, as a result, the finance costs increased by 46.2% from the prior year.

Group2015 2014

N$'000 N$'000

3. FINANCIAL RESULTS (continued)Distributable earnings are reconciled to the operating profit beforedebenture interest as detailed below:

Distributable earnings 103 215 98 109 Amortisation of debenture premium 11 242 7 715 Changes in fair value of derivative liability 19 2 455 Change in fair value of listed investment held by Share Incentive Trust (326) - Revaluations of investment properties 182 654 74 307 Bargain purchase gain - 26 670 Deferred taxation 393 187

Operating profit before debenture interest and taxation 297 197 209 443

34


5. FUNDING ARRANGEMENTS (continued)The Term Loan Facility of three years from Absa Bank Limited, offers management the flexibility to settle one third of theloan after 1 September 2015, without incurring early settlement penalties. This portion of the loan is classified under currentfacilities.

The graph below illustrates the maturity profile of the total interest bearing borrowings, together with the weighted averagecosts of borrowings.

DEBT PROFILE

Weightedaverage

rateN$’000

2016 2017 2018 2019RFC

8.60%

8.40%

8.20%

8.00%

7.80%

7.60%

250 000

200 000

150 000

100 000

50 000

-

Year Maturing

210 190231 671

70 314

219 925

140 000

7.91%

8.23%

8.50%

8.14%

N$ %

8.06%

SWAP PROFILE

2016 2017 2018

Year Maturing

N$ %

Weightedaverage

swap rateN$’000

8.60%

8.40%

8.20%

8.00%

7.80%

7.60%

250 000

200 000

150 000

100 000

50 000

-

100 000 100 000

200 00010.3%

7.5%

7.1%

The Group has entered into a three-year term, N$100 million step-up swap in July 2014, at a fixed rate of 6.85% for thefirst year. Thereafter, the fixed rate will escalate to 7.35% in Year two and 7.96% in Year three. A further three-year term,N$100 million swap was entered into during October 2014 at a fixed rate of 7.25%.

The fixed-rate borrowings to variable-rate borrowings ratio is 46:54 (2014: 38:62). As at 30 June 2015, the interest rateexposure of Oryx was hedged with four swap transactions totalling N$400 million (2014: N$255 million), refer to Note 3.5,with a weighted average cost of 8% (2014: 9.1%), priced against the three months’ JIBAR rate (Refer note 3.5).

Management will continue to monitor the current and expected interest rate environment in order to assess the best timeto fix interest rates.

The graph below illustrates the maturity profile of the swaps, together with the weighted average costs of said swaps.


5. FUNDING ARRANGEMENTS (continued)Loan covenants: Required ActualInterest cover ratio excluding interest on linked debentures >1.6 2.36Gearing <50% 38.8%Net asset value >N$500 million N$1,265 millionLoan (utilised) to value ratio of Maerua Mall complex <50% 32.5%Vacancies at Maerua Mall complex <10% 1.6%Loan (utilised) to value ratio of South African properties <50% 48.4%

Global Credit Rating Company ('GCR') assigned Oryx a long-term credit rating of “BBB+ (NA)”, a short-term rating of “A2(NA)”and a rating outlook of “Stable”. In summary, the ratings are based on the following key factors:

• “Oryx's leading position in the Namibian property sector, strongly supported by domestic financial institutions and shareholders. Thus, while properties are geographically concentrated in Windhoek, the fund's local knowledge remains

its core competitive advantage, driving robust distribution growth and value enhancement.• Oryx is highly reliant on the performance of its largest property, Maerua Mall (48% of portfolio value). This poses concentration risk, particularly in light of the increased competition in the retail sector. The remainder of the properties

are fairly well diversified.• The fund evidences a high quality tenant profile, with around 87% of leases with South African national retailers or

large local companies. Moreover, close relationships with most tenants have seen over 90% of expiring leases retainedin each year and the overall vacancy rate reported at below 1%. Where vacancies have arisen, the space has been

quickly let.• Although liquidity for smaller acquisition/refurbishments is readily available, for larger transactions GCR considers Oryx's financial position to be somewhat constrained by the high LTV and fully encumbered asset base. The DMTN programme could alleviate this constraint somewhat, while management has indicated that larger projects will combine

a greater weighting of equity funding

Factors that could trigger a rating action may include:

Positive change: Sustained long term growth in operating income and distributions. A large acquisition that significantlyincreases the size of the fund and strengthens its financial position, without impacting gearing levels substantially.

Negative change: An increase in debt and gearing metrics to levels incongruent with highly rated property funds andunderperformance from Maerua Mall due to competitive pressures or the loss of key tenants.”

Source: GCR report published February 2015.

6. LOOKING AHEADAt a General Meeting of unitholders, on 4 August 2015, approval was obtained to proceed with a rights issue of one linkedunit for every five units held. This will equate to an additional 13 210 002 new linked units and a welcome capital injectionto enable Oryx to move forward in the planned development pipeline.

Management successfully registered a Domestic Medium Term Note Programme ('DMTNP') on the Namibian Stock Exchange('NSX'). This will provide Oryx Properties Limited with a means to tap into the Debt Capital Market by issuing a variety ofinstruments under this programme.

Debbie Smit Chief Financial Officer

12 October 2015


36

SUSTAINABILITY REPORT

INTRODUCTION:In today's economic and social environment, issues related to social responsibility and sustainability are gaining more andmore importance. Business goals are inseparable from the societies and environments within which they operate. Oryx

Corporate Social Responsibility affects stakeholders beyond our own insular interests, recognising the impact our operationshave on the community at large.

SOLAR POWER PROJECT

ORYX INVESTS IN ENERGY EFFICIENCY AND SUSTAINABLE POWER

Oryx commissioned local firm NEC (overseen by Seelenbinder Consulting Engineers) to mount 4,000 grid-connected photovoltaicsolar panels to the value of N$20 million, which will allow the shopping mall to generate at least 1 800 MWh (megawatt-hour) electricity per year and bringing welcome relief to the pressure currently experienced by the national electricity grid.

By committing to this project, Oryx clearly demonstrates its intention to pursue and invest in feasible projects, benefittingboth its shareholders and the environment. As a responsible corporate citizen Oryx will continue to invest in similar greenbuilding initiatives across its portfolio, as this endorses our intention to apply sustainable business practices.


BOWLING CHALLENGE

The Namibian Bowling Association hosted its CorporateChallenge day at the bowling greens of Eros BowlingClub in Windhoek on 3 October 2014.

In order to raise enough money to send the variousNamibian teams to the African States Bowling Tournamentheld in Botswana, as well as to host the QuadrangularTest Series in Windhoek, the NBA hosted a fun-filled dayto encourage local businesses to support this worthycause.

As an avid supporter of our local teams and because ofour passion for promoting sport in Namibia, Oryxcontributed by entering two teams into the CorporateChallenge as well as giving a sponsorship.

SUSTAINABILITY REPORT(continued)

MAERUA MALL ADAPTIVE AND LEDLIGHTING CONVERSION

A new adaptive lighting initiative at Maerua Mall is oneof several energy-efficiency measures being adopted. Oryxrecently gave the green light for the replacement of allfluorescent lighting in Maerua Mall's parking areas withLED (light-emitting diode) motion sensor tubes. Apartfrom electricity saved, the LED bulbs have a three-yearguarantee and a lifetime of 50,000 hours, providing aconsiderable reduction in replacement and maintenancecosts.

Maerua Mall experienced an average 25% reduction incommon area electricity consumption post the finalisationof the installation.

•••••••••••••••••••••••••••••••••••••••••••••••••••••••••

SPCA

Christmas and winter drive at Maerua Mall

If you're thinking about getting a dog, be a hero andconsider adopting a rescue cat or a dog from your localSPCA. You'll be saving a life and greatly improving yours.Dogs and cats are amazing, supportive and heroiccompanions who can make a huge difference in yourworld, as a best friend, an exercise buddy or simply afuzzy face to greet you after a hard day's work.

With that in mind, Oryx organised a Christmas and winterdrive at Maerua Mall to generate awareness by gettingthe public involved in giving various donations or byadopting one of their animals at the shelter. The generalresponse from the public was fantastic, with loads ofblankets and heaps of pet food delivered to Maerua Malland the SPCA of Windhoek.

Oryx Properties decided to join in on this act of generosity(of course fuelled by their love of animals) by sponsoringN$5,000. The Christmas and winter drive managed togenerate a total of N$24,000!

Following the week of the drive, Oryx also organised anadvertising awareness campaign within Maerua Mall onthe various LED TVs. This initiative was done so thatshoppers could see the various cats and dogs that wereup for adoption at the SPCA. These drives had an impacton rooming several cats and dogs.

38


CAPE EPIC

The 12th edition of the Absa Cape Epic took place from15 to 22 March 2015. The untamed African MountainBike Race route was a staggering 739 kilometres andincluded 1,600 metres of climbing. Mountain bikers fromacross the world entered this gruelling race.

Oryx strongly believes in promoting young Namibianathletes and thus decided to sponsor two of the moreexciting young mountain bike riders in Namibia competeat the Absa Cape Epic.

The Namibian duo of Charl Fouché and Gerhard MansJnr went to compete at this prestigious event. Theymanaged to finish in a respectable 140th position out of600 teams.

Oryx sees the importance of helping young Namibiansachieve their dreams and goals. Oryx is proud to be asponsor for the healthy development of these young sportpeople who will undoubtedly go on to achieve stellarresults on the international stage.

•••••••••••••••••••••••••••••••••••••••••••••••••••••••••



GOBABIS LIFT

The Lift of the Givers

During the upgrade and extension to Maerua Mall, whatis commonly known as the “Checkers Lift” becameredundant, as it was going to be replaced with a five-stop lift. As there was no alternative use for the lift inMaerua Mall, the alternative was to sell it as scrap or finda use for the lift in the community.

This use was eventually found in the old-age home inGobabis, known as Huis Deon Louw. The building wasoriginally opened in 1926 as a German Catholic MissionHospital, which operated until 1981 when it was convertedto the current old-age home.

The “Checkers Lift” was dissembled, boxed and transportedto Gobabis. A lift shaft was constructed, and the lift wasinstalled at a total cost of N$100,000 against a quote ofN$1 million.

The installation of the lift increased the number of usablerooms by 13. Notably, two of the babies born in theoriginal hospital are now residents of the home.

UNAM CHOIR

23 April 2015 saw the official opening of Maerua MallPhase 3. The guest of honour at this official opening heldat the Safari Court Hotel was President HifikepunyePohamba.

The students of the UNAM Choir performed heart-warmingmusic, including contemporary praise music, traditionalanthems, powerful songs of rejoicing and songs ofcomfort.

Oryx was so touched by these sounds that they decidedto make a sponsorship to the UNAM Choir in order topromote cultural development within the borders ofNamibia.

•••••••••••••••••••••••••••••••••••••••••••••••••

40

The board of directors is committed to maintaining good corporate governance within the Group (“Oryx”) and endorses theprinciples of openness, integrity, accountability and transparency. The Board further aims to apply the best-practice recommendations,as set out in the NamCode, in a manner that reflects the stature, market position and size of the Group. Other than where anexplanation for non-compliance with the principles of the NamCode has been provided, the Group has applied all the NamCodeprinciples.

This section provides an overview of our corporate governance philosophy and practices.

Board statement

The Board, management and employees of the Group are fully committed to complying with all applicable regulatory requirementsas well as the NamCode. As a listed entity, we are obliged to comply with the NSX Listings Requirements.

NamCode

The Board is of the opinion that, in the year under review, the Group has complied with the majority of the NamCode principles.This is evidenced by the information disclosed throughout this report.

An overview of all the principles and the extent of their application are illustrated on pages 55 to 56.

Financial reporting and going concern

The Board is required to confirm that it is satisfied that the Group has adequate resources to continue in business for the foreseeablefuture.

The assumptions underlying the going concern statement include:

• Budgeting and forecasts;• Profitability;• Capital;• Liquidity; and• Vacancies in key management.

In addition, the directors are responsible for monitoring and reviewing the preparation, integrity and reliability of the annualfinancial statements, accounting policies and the information contained in the annual report.

In undertaking this responsibility, the directors are supported by an ongoing process for identifying, evaluating and managingthe significant risks the Group faces in preparing financial and other information contained in this annual report. The process isimplemented by management and is independently monitored for effectiveness by the Risk, Audit and Compliance Committee.

Our annual financial statements are prepared, considering:

• The Group's strategy, prevailing market conditions and business environment;• Risks we assume, and their management and mitigation;• Key business and control processes;• Operational soundness;• Accounting policies adopted;• Desire to provide relevant and clear disclosures; and• Operation of board committee support structures.

The Board is of the opinion, based on the knowledge of the workings of the Group and key processes in operation, that thereare adequate resources to support the Group as a going concern for the foreseeable future.

The Board is also of the opinion that the risk management processes and systems of internal control are effective.

Internal control

Risks and controls are reviewed and monitored regularly for relevance and effectiveness. The Risk, Audit and Compliance Committeeassists the Board in this regard. The Board recognises its responsibility for the overall risk and control framework and for theongoing review of its effectiveness.

CORPORATE GOVERNANCE


Internal control (continued)

Internal controls are designed to mitigate significant risks. Such a system provides reasonable but not absolute assurance againsterror, omission, misstatement or loss. This is achieved through a combination of risk identification, evaluation and monitoringprocesses, appropriate decision, assurance and control functions such as risk management and compliance. These ongoingprocesses were in place throughout the year under review and up to the date of approval of the annual report.

Internal financial controls

Internal financial controls are based on established procedures and policies. Management is responsible for implementing internalfinancial controls by ensuring that personnel are suitably qualified, that appropriate segregation exists between duties and thatthere is a suitable level of independent review. These areas are monitored by the Board through the Risk, Audit and ComplianceCommittee.

Processes are in place to monitor internal control effectiveness, identify and report material breakdowns and ensure that timelyand appropriate corrective action be taken.

The board of directors

The Board is ultimately responsible for the financial performance and corporate governance of the Group.

The Board and the Board committees are responsible for assessing and managing risk policies, assuring appropriate internalcontrols, overseeing major capital expenditure, acquisitions and disposals. The Board, together with management, implementsthe plans and strategies.

The Board is guided by a Board Charter and Approval Framework, which provides a framework within which the Board operatesas well as the type of decisions to be taken by the Board and which should be delegated to management.

The Board of directors consists predominantly of non-executive directors, who bring to the Group a wide range of skills andexperience, which allows them to contribute independent views and the exercise of objective judgement in matters requiringthe directors' decisions.

Membership

In accordance with the Board Charter, the composition of the Board is reviewed annually by the Remuneration and NominationCommittee.

During the course of the year under review, the Board comprised two executive directors and eight non-executive directors, until29 September 2014, when one non-executive director resigned. At 30 June 2015, the Board is compliant with Principle C2-18of the NamCode in that the majority of non-executive directors were independent.

Factors used to determine the independence of non-executive directors are detailed below:

Chairman and chief executive officer

The roles of the chairman and chief executive officer ('CEO') are distinct and separate, with a clear division of responsibilities.The Chairman leads the Board and is responsible for ensuring that the Board receives accurate, timely and clear information toensure that directors can perform their duties effectively. The roles and responsibilities of the CEO are as set out in Principle C2-17 of the NamCode.

Company secretary

The role of the company secretary is performed by Ms Engela Pagel. She is not a director or shareholder of the Group, and theBoard is of the opinion that she maintains an arm's-length relationship with the Board and the individual directors as envisagedby the NSX listing requirements.

The company secretary is responsible for the flow of information to the Board and its committees and for ensuring compliancewith board procedures. All directors have access to the services of the company secretary, whose appointment and removal area board matter.

CORPORATE GOVERNANCE (continued)

42

Re-election of board members

All non-executive directors are subject to retirement by rotation after a period not exceeding three years or by reaching retirementage of 70 years, in accordance with Oryx's Articles of Association (Refer to the Special Resolution that deals with the change ofthe Articles of Association to allow for rotation after a period not exceeding three years).

According to the Board Charter, a director should retire at the age of 70, but an appointment may be extended on a year-to-yearbasis. Mr NBS Harris, having reached the retirement age of 70 years, was requested to extend his appointment for another yearuntil September 2016, which he accepted. The reappointment was approved by the Board at the August 2015 meeting.


Year of Number of StatusName of director appointment years in service

Francois Uys (Chairman) 2002 12 years IndependentAlly Angula 2013 2 years IndependentJenny Comalie 2012 3 years IndependentNick Harris 2012 3 years IndependentJens Kuehhirt 2007 8 years IndependentMathew Shikongo 2011 4 years IndependentAndre Swanepoel 2006 9 years Independent

Tenure

The Remuneration and Nomination Committee assesses the composition, tenure and independence of the Board and sub-committees on an annual basis.

The Board, upon evaluation of the report by the Remuneration and Nomination Committee, and considering the skill shortage,is of the view that none of the current non-executive directors has served on the Board for a period that materially interferes withtheir ability to act in the Group's best interest.

Mr Francois Uys who also acts as chairman of the Board is a shareholder in TLP Investments One Three Seven (Pty) Ltd, whichholds a 22.02% interest in Oryx. His indirect interest in Oryx is 5.2% as at the date of this report. The independence of thechairman was deliberated by the Remuneration and Nomination Committee. Subsequently, the Board and the Remuneration andNomination Committee are satisfied that the marginal breach of the 5% limit stipulated in Principle C2-18 of the NamCode doesnot impair his independence as chairman of the Board. As chairman, he is also regarded as being independent in character andjudgement.

The balance of executive and non-executive directors is such that there is a clear division of responsibility to ensure balance ofpower, such that no individual or group can dominate board processes or have unfettered powers of decision-making.

Skills, knowledge, experience and attributes of directors

The Board considers that the skills, knowledge, experience and attributes of the directors as a whole are appropriate for theirresponsibilities and the Group's activities.

The skills and experience profile of the Board and its committees are reviewed annually by the Remuneration and NominationCommittee, to ensure an appropriate and relevant composition from a governance succession and effectiveness perspective.

Performance evaluation of Board and committees

The performance of the Board and its committees is formally evaluated on an annual basis and covers all areas of the Board'sprocesses and responsibilities.

The performance evaluation process takes place in the form of evaluation questionnaires. The results are considered and deliberatedwithin the board.

Remuneration

Details of directors' remuneration are set out in the Remuneration report on page 54.The fees payable to the non-executive directors are fully disclosed and subject to the approval of the unitholders.



Board meetings

The Board meets at least four times annually.

The Chairman is responsible for setting the agenda for each meeting, in consultation with the chief executive officer and thecompany secretary. Comprehensive information packs on matters to be considered by the Board are provided to directors inadvance of the meetings.

Attendance at meetings:

Director Board

F Uys 5/5A Angula 4/5KF Clinton ** 1/1J Comalie 5/5SI de Bruin 5/5C Fourie 5/5NBS Harris 4/5J Kuehhirt 5/5M Shikongo 4/5A Swanepoel 4/5

** Resigned 29 September 2014

Refer to the reports by the sub-committees for their attendance on pages 45, 46 and 52.

Directors' dealings

Group policy prohibits dealings by directors and certain other managers in periods immediately preceding the announcement ofits interim and financial year end results and at any other time deemed necessary by the Board. At all other times approval fromthe Chairman of the Board or another appointed board member is required before purchasing units.

Conflict of interest

One of the fundamental duties of a director is to avoid any possible conflict of interest with the Group. It is an accepted principlethat, as a result of the trust placed in a director, he or she is bound to put the interests of the Group before his/her own.

Section 242 of the Companies Act makes clear provision for dealing with a director's use of company information and conflictof interest. Where a director has a conflicting personal financial interest (where his/her own interests are at odds with the interestof the company), he or she is prohibited from making, participating in the making, influencing or attempting to influence, anydecision in relation to that particular matter. In addition, where a director has a conflicting personal interest in respect of a matteron the board agenda, he/she has to declare the personal interest and immediately leave the meeting. A director is also prohibitedfrom any action that may influence the discussion or vote by the Board and is prohibited from executing any document on behalfof the Company in relation to the matter, unless specifically requested to do so by the Board.

It should be noted that section 242 of the Act extends the application of the conflict of interest provision to prescribed officersand members of board committees (even if those persons are not directors).

The conflict of interest provision applies equally to persons related to the director. Thus, where a director knows that a relatedperson has a personal financial interest in a matter to be considered at a meeting of the Board, the director should disclose thatfact to the Board. Further, should a director become aware that a related person has acquired a personal financial interest in amatter, after the Board has approved that agreement or matter, the director should disclose that fact to the Board.

Board committees

The Board is empowered to delegate to various sub-boards and executive committees. The committees have specific terms ofreference, appropriately skilled members and access to specialist advice when necessary.

Board of Directors

Investment Committee

F Uys

Risk, Audit and ComplianceCommittee

Remuneration andNomination Committee

NBS Harris(Chairman)

F UysJC Kuehhirt

F Uys(Chairman)

A Angula JJ Comalie SI de Bruin(CEO)

C Fourie(COO)

NBS Harris JC Kuehhirt MK Shikongo A Swanepoel

A SwanepoelSI de Bruin(CEO)

NBS Harris(Chairman)

JC Kuehhirt(Chairman)

A Angula JJ Comalie

44


Corporate structure


INVESTMENT COMMITTEE

Oryx has an Investment Committee that is accountable to the Board for monitoring and supervising the Group's strategic objectivesand implementing the Board's instructions. The Committee is also responsible for recommendation and / or approval of individualreal estate transactions and investments based on predetermined authority levels.

Key events for the year:

• Reviewed and approved the Investment Strategy for the forthcoming year;• Reviewed and assessed various property transactions;• Initiated a Rights Issue that will take place during October 2015;• Two interest rate swap transactions were approved by the Investment Committee in the 2015 financial year;• Resignation of Mr KF Clinton as Board member and member of the Investment Committee; and• Appointment of Mr A Swanepoel as a member of the Investment Committee, effective from November 2014.


Director Investment

F Uys 2/2KF Clinton ** 1/1SI de Bruin 2/2C Fourie * 2/2NBS Harris 2/2A Swanepoel *** 1/1

Other

DE Smit * 1/1

* By invitation** Resigned 29 September 2014*** Appointed 25 November 2014

Investment Committee Members


Francois Uys 2007 8 years IndependentStefan de Bruin 2010 5 years ExecutiveNick Harris (Chairman) 2012 3 years IndependentAndre Swanepoel 2014 1 years Independent

NBS Harris Chairman - Investment Committee

Erf 51 Prosperita, industrial - 36 to 46 Platinum Street,Prosperita, Windhoek.

46

RISK, AUDIT AND COMPLIANCE COMMITTEE

The primary objective of the Board's Risk, Audit and Compliance Committee is to provide the Board with additional assuranceregarding the efficiency and reliability of the financial information used by the directors and to assist them in the discharge oftheir duties. The committee provides comfort to the Board that adequate and appropriate financial and operating controls arein place, that significant business, financial and other risks have been identified and are being suitably managed and that satisfactorystandards of governance, reporting and compliance are in operation.

Key events for the year:

• Reviewed and implemented the NamCode;• Reviewed the financial function processes and procedures of the Group;• Reviewed and approved the 2015 Annual Financial Statements;• Reviewed the compliance with all relevant legislation, as well as the NamCode; and• Risk review of the Group.

The Risk, Audit and Compliance Committee is currently investigating the implementation of REIT legislation in Namibia and theeffect thereof on the Group.

Risk, Audit and Compliance Committee Members


Jens Kuehhirt (Chairman) 2007 8 years IndependentJenny Comalie 2012 3 years IndependentAlly Angula 2013 2 years Independent


Director Risk, Audit & Compliance

F Uys * 1/1A Angula 4/5J Comalie 5/5SI de Bruin * 5/5C Fourie * 4/4J Kuehhirt 5/5

Other

DE Smit * 4/5

* By invitation

RISK MANAGEMENT AND KEY RISK FACTORSThe objective of risk management is to identify, assess, manage and monitor the risks to which the business is exposed. Oryxpursues active management policies designed to minimise the impact of risk.

The identification, assessment and management of risk is a key responsibility of the Board. In this process, directors need to finda balance between minimising risk to acceptable levels and the cost and practicalities involved in achieving this.

Accordingly, the Board has developed and maintains a thorough understanding of the various risks faced by the Group and ensuresthat appropriate internal controls are in place to create a strong control environment to address key risk areas. The Board alsocontinuously satisfies itself of the adequacy, accuracy and effectiveness of information and reporting in the area of managementand controls.


RISK, AUDIT AND COMPLIANCE COMMITTEE(continued)

RISK MANAGEMENT AND KEY RISK FACTORS (continued)Oryx views risk management as the systematic process of understanding, measuring, controlling and communicating theorganisation's risk exposure to achieve its objectives. The activities involved in risk management consist of planning, organising,co-ordinating and managing a business environment that minimises the adverse impact of risk on the Group's activities, earningsand cash flows.

Oryx is primarily exposed to strategic and business risk, financial risk, regulatory and compliance risk and human resources risk.

ORYX'S MAJOR RISKS ARE IDENTIFIED AS FOLLOWS:

Risk Potential Impact Action / Mitigating Procedures

STRATEGIC AND BUSINESS RISK:

• Identification of significant potential investors and the marketin general

• Maintaining relationships and communication with potential significant investors• Timing and approach in capital raising exercises• Innovative financing structures• Focus on earnings growth

Limited new capital:The risk that the Group is notproperly capitalised and funded atall times.

Medium

• Regular strategic analysis and planning• Market knowledge• Careful monitoring of past performance and results• Appointment of competent service providers• Board responsibility• New developments - tenant driven (reputable tenants)• Thorough due diligence prior to contract signature• Post-acquisition reviews - one year after acquisition /

development

Investments:Inappropriate and inaccurateinvestment decisions.

Medium

• Annual review of investment strategy• Detailed budgets for a period of at least two years

Relevance of business model:The risk of the model not achievingthe business objectives.

High

FINANCIAL RISK:

• Careful monitoring of cash flow and involving advisors in investmentdecisions

• Communication with investors and capital markets• Prudent action in respect of interest rate exposure• Operating within the guidelines set by the Investment Committee

and Board (i.e. gearing ratio and fixed debt percentage)• Debt fixing approved by the Investment Committee• Hedges entered into governed by signed agreements with reputable

institutions• Frequent reporting to those charged with governance

Interest rates:Upward movement in interestrates would result in increasedborrowing costs and reduceddistributions.

Medium

48


FINANCIAL RISK: (continued)

• Careful cash flow monitoring• Key component of capital transaction decision-making process• Innovative funding solutions• Close interaction with appropriate funders• Listed property portfolio tradeable

Liquidity:Insufficient liquidity.

High

RISK MANAGEMENT AND KEY RISK FACTORS (continued)


• Valuation of properties determined by the directors and at least annually by a registered valuer• Communication with investors and capital markets• Maintaining earnings growth• Capital risk assumed on cash assets mitigated by investing with reputable financial institutions

Market risk:A change or potential change inthe value of the portfolio orfinancial instruments as a resultof changes in interest rates.

Medium

• Majority of tenants represented by South African and Namibianlarge corporations.

• Tenant creditworthiness thoroughly assessed before leases are signed; (assess tenants' business plans, perform credit checks, call for deposits and sureties)• Credit risk in respect of trade accounts receivable dispersed to some extent due to the number of tenants and the diversity

of the properties let to tenants• Reputable financial institutions used for investing and cash handling purposes• Tenant-driven developments are performed with reputable

tenants• Arrear debt management and collection done in accordance

with the processes and procedures adopted by the Group• Arrear debt management and collection system diagrams assessed, enhanced and improved on an annual basis

Credit risk:The loss associated with acounterparty’s failure or inabilityto fulfil its contractual obligations.

Medium

REGULATORYAND COMPLIANCE RISK:

• Standard systems, controls and procedures with clearly definedresponsibilities

• Checklists• Internal audit of service providers• Risk, Audit and Compliance Committee reporting and

monitoring• Board responsibility• Appointment of consultants in specialised areas

Regulatory and compliance:Possible non-compliance withregulatory requirements couldresult in reputational damageand financial loss.

Medium



REPUTATIONAL RISK:

• Appointment of skilled service providers and management• Approval framework limits authority of individuals• Regular reporting to Board and sub-committees• Board responsibility• Regular training and industry updates to key staff

Reputational risk:Risk of the entity being exposed tonegative publicity due to non-compliance with fit and properindustry standards and investorexpectations.

Medium



LEGAL RISK:

• Approval framework limits authority of individuals• Systems, controls and procedures• Appointment of skilled managers and service providers• Service providers have adequate PI cover• Board responsibility to intervene timely on recommendation

from the Management Committee ('MC')

Litigation:The risk of the Group beingexposed to negative publicity andloss of income.

Medium

OPERATIONAL RISK:

• Direct risk outsourced to competent / reputable IT service providers with adequate record keeping

• Regular backup of data• Control reviews both internal and external

Medium

IT:Unauthorised users gain access tothe systems, failure of the systemsor information compromised. Lossof financial data.

• Properties insured at replacement values• Contracted with reputable service providers• Tenants’ usage enforced in terms of lease• Ensuring provisions / restrictions are complied with

Medium

Property damage ordestruction:Damage to properties by fire orother causes could result in loss ofincome.

• Monthly reports on tenant arrears• Tenants over 60 days handed over to attorneys• Rehabilitation of tenants through payment plans• Tenants’ approval process (refer to credit risk)

MediumBad debts:Negative impact on distributions.

50




OPERATIONAL RISK: (continued)

• Insurance cover• Evacuation plans in place and posted in buildings• All tenants in multi-tenanted properties receiving annual training

and having access to evacuation plans• Regular servicing of all fire-fighting equipment, fire detection,

smoke extractors and sprinkler systems, etc.• Compliance with fire officer requirements

Fire:The risk of loss of assets,information and income as a resultof fire.

Medium

• Ensuring that the security company is reputable• Insurance company to provide proof of public liability insurance

cover• Monthly security reporting to highlight areas of weakness and

potential targets• Emergency evacuation procedures updated regularly with

tenants• Regular training / information session with CCTV control room

and Mall Management

High

Security / Emergency andsecurity procedures:Building destruction, theft andhuman casualty.

• Rezoning and development applications conducted throughappropiate service providers

• Following appropriate approval process for developments / extensions

• Maintenance of verges• Ensuring usage of adjacent buildings does not negatively impact on the property

Environment:The risk of negative impact as aresult of town planning and usage.

Medium

• Analysing past performance• Market knowledge• Regular strategic analysis and planning

Sector and Geographical spread:The risk of sector and geographicalconcentration.

Medium

BUSINESS RISK:

• Physical access controls• Adequate segregation of duties• Preparation and independent review of all major

reconciliations• Title deeds, etc. locked away in fireproof safes• Regular reporting

Custody of assets and controlsover receipts:Loss of assets or receipts due totheft or inadequate controls.

Medium

Erf 441 Prosperita, industrial - Erf 441, Prosperita, Windhoek.



HUMAN RESOURCES RISK:



• Market-related remuneration determined by Remuneration and Nomination Committee

• Training programmes• Regular performance reviews• Formal recruitment process

MediumHuman resources:Loss of key staff members orexecutives.

Medium

Lack of formalised successionplan for key position:Negative impact on business as aresult of breakdown in operations.

• Scope and responsibilities of key staff including the transfer of skills

• Function rotations (accounting staff)• Regular assessment of staff requirements• Oryx Properties Limited reputation maintained in market

place

Medium

Capacity of/reliance on keypeople:Negative impact on business as aresult of breakdown in operations.

JC Kuehhirt Chairman - Risk, Audit and Compliance Committee

52

REMUNERATION AND NOMINATION COMMITTEE

The primary objective of the Remuneration and Nomination Committee is to address the risks associated with human resources.

This Committee has the following primary objectives:

• Assisting the Board in its responsibility for setting and administering remuneration policies;• Regularly reviewing incentive schemes to ensure their continued contribution to unitholder value;• Appointment and approval of the employment contracts of the Chief Executive Officer ('CEO'), Chief Financial Officer ('CFO'), Chief

Operations Officer ('COO') and Executive Property Manager ('EPM');• Approving new year performance contracts in conjunction with the Board approved strategy for the CEO, CFO, COO and EPM;• Assessing performance of the CEO, CFO, COO and EPM;• Approve annual increases of all staff;• Approve year end bonuses for all staff;• Considering board composition for recommendations to the Board;• Considering candidates and recommending appointments to the Board;• Recommending non-executive directors' fees to the Board;• Periodic review of the general conditions of employment to ensure compliance with Namibian Labour Law and Income

tax requirements;• Determining and reviewing the code of conduct for all Oryx employees on a three-year cycle; and• Assessing committee compliance with its charter and report to the Board.

Remuneration and Nomination Committee

Year of Number of Status AttendanceName of director appointment years in service

Nick Harris (Chairman) 2013 2 years Independent 3/3Jens Kuehhirt 2013 2 years Independent 3/3Francois Uys 2013 2 years Independent 3/3SI de Bruin * Executive 3/3

* By invitation

REMUNERATION REPORTThe policy for determining the remuneration of executive and non-executive directors is as follows:

Remuneration of executive directors is reviewed after consideration of:

• Remuneration paid to similarly sized listed property companies in South Africa;• PWC South Africa report on executive directors' remuneration practices and trends; and• Norms of directors' remuneration in Namibia.

Non-executive directors' fees are benchmarked against:

• PWC South Africa report on non-executive directors' fee trends for companies listed on the JSE;• Norms of directors' fees paid in Namibia per the PWC report; and• Peer group of SA-listed property companies.

The following remuneration policies were presented to the Board and approved for Oryx employees:

• All salaries are structured on a cost-to-company basis with annual reviews effective in July each year;• All employees are eligible for an annual incentive, based on the achievement of individual key performance indicators ('KPI'). Staff bonuses are paid in December, while executives are assessed for financial years and their bonuses are paid

in September;• Executive employees and selected senior management participate in the Long-Term Incentive scheme, which has been effective since 1 July 2014. The Long-Term Incentive scheme is based on the allocation of Oryx-linked units, to be held in an executive and senior management share trust. A prescribed number of linked units are allocated annually based on specific performance criteria. The performance measurement criteria compare the distribution performance of the Group against a predetermined peer group comprising South African listed property companies. The maximum allocated

and possible award of units to eligible participants shall be determined on the following basis, as a percentage of the eligible participant's cost-to-company remuneration pertaining to that financial year:


REMUNERATION AND NOMINATION COMMITTEE(continued)

REMUNERATION REPORT (continued)o 50% in respect of the chief executive officer;o 40% in respect of the chief operations officer;o 30% in respect of the chief financial officer;o 30% in respect of the executive property manager; ando Any other eligible employees at percentages as determined by the Board in its sole discretion.

At the 2015 financial year end the best estimate of the liability for the long-term incentive, based on the assumption that Oryxachieves at least the performance of the top quartile of the peer group, in accordance with the trust deed, amounts toN$1 071 179.

The Trust acquired 25 000 linked units before the 2015 year end in preparation of the 2015 allocation. The Remunerationand Nomination Committee will assess the performance of the Group, against that of the peer group, at their Septembermeeting and will then award the linked units accordingly. The provision above has not been included in the fees paidto executive directors as set out on page 54.

Non-executive directors' fees are structured as follows:

• Boardo Fixed fee based on four meetings per annum, paid quarterly;o Additional fixed fee for chairman based on four meetings per annum, paid quarterly; ando Attendance of additional meetings at an hourly rate, but capped on a daily basis.

• Risk, Audit and Compliance Committeeo Fixed fee based on three meetings per annum, paid quarterly;o Additional fixed fee for chairman based on three meetings per annum, paid quarterly; ando Attendance of additional meetings at an hourly rate, but capped on a daily basis.

• Remuneration and Nomination Committeeo Fixed fee based on two meetings per annum, paid quarterly;o Additional fixed fee for the chairman based on two meetings per annum, paid quarterly; ando Attendance of additional meetings at an hourly rate, but capped on a daily basis.

• Investment Committeeo Fixed fee based on one formal meeting per annum and brief ad hoc conference call meetings, paid quarterly;o Additional fixed fee for chairman based on one formal meeting per annum, paid quarterly; ando Attendance of additional meetings at an hourly rate, but capped on a daily basis.

NON-EXECUTIVE DIRECTORS' FEES FOR THE 2015 FINANCIAL YEAR

The fees paid to non-executive directors for the 2015 financial year were paid on the basis presented in the Annual FinancialStatements. They were recommended by the Remuneration and Nomination Committee for approval by the Board. The unitholdersapproved the fee structure and benchmarking methodology at the Annual General Meeting held on 26 November 2014.

Schedule of fees payable per meeting:

Chairman Board/Committee memberFees per meeting attended N$ N$

Board 67 500 35 125Risk, Audit and Compliance Committee 48 500 32 333Remuneration and Nomination Committee 48 500 32 500Investment Committee 54 000 43 000

54

REMUNERATION AND NOMINATION COMMITTEE(continued)

REMUNERATION REPORT (continued)NON-EXECUTIVE DIRECTORS' FEES FOR THE 2015 FINANCIAL YEAR (continued)

Actual fees paid to non-executive directors for the 2015 financial year:

2015 2014Director N$'000 N$'000F Uys (Chairman) 362 402A Angula 248 173KF Clinton * 57 200J Comalie 249 227N Harris 258 265J Kuehhirt 337 312M Shikongo 140 130A Swanepoel 161 130TOTAL 1 811 1 839* Resigned 29 September 2014

Proposed non-executive directors' fees for the 2016 financial year

The Remuneration and Nomination Committee has reviewed the proposed increases to non-executive directors' fees for the 2016financial year and these have been recommended and approved by the Board, subject to unitholder approval at the forthcomingAnnual General Meeting. Refer to the ordinary resolution set out in the Notice of the Annual General Meeting to approve thenon-executive directors' remuneration for the 2016 financial year.

Chairman Board/Committee memberFees per meeting attended N$ N$Board 102 500 37 500Risk, Audit and Compliance Committee 52 333 35 000Remuneration and Nomination Committee 52 500 35 000Investment Committee 105 000 70 000

Schedule of fees payable per meeting:

EXECUTIVE DIRECTORS' FEES FOR THE 2015 FINANCIAL YEAR

The fees paid to executive directors for the 2015 financial year were paid on the basis presented in the Annual Financial Statements.The 2015 fees paid to executive directors comprise guaranteed total cost to company and a best estimate of short-term incentivebonus attributable to their performance in respect of the 2015 financial year, payable in September 2015 once approved by theRemuneration and Nomination Committee. The 2014 fees included an amount paid in respect of the previous long-term incentivescheme, which has come to an end 30 June 2014. Refer to page 53 for information on the 2015 to 2017 long-term incentivescheme.

Actual fees paid to executive directors for the 2015 financial year:

2015 2014Director N$'000 N$'000SI de Bruin (CEO) 1 667 2 527C Fourie (COO) 1 438 1 900TOTAL 3 105 4 427

NBS Harris Chairman - Remuneration And Nomination Committee


NAMCODE REVIEW

Oryx's review of the NamCode is done on a “comply or explain” basis. Where principles are fully complied with, only the mainprinciple is listed, whereas principles not complied with in full, are listed with an explanation.

Key:

Compliant √Under review •Non-compliant xPartially compliant ØContinuously strive to comply √*

Chapter Principle Explanation

1. Ethical leadership and corporate citizenship

2. Boards and directors

2.16 The Board should elect a chairman of the Board who isan independent non-executive director. The CEO of the

company should not also fulfil the role of the chairman ofthe Board.

2.18 The Board should comprise a balance of power, with amajority of non-executive directors. The majority of non-

executive directors should be independent.

18.12 As a minimum, two executive directors should be appointed to the Board, being the chief

executive officer (CEO), who would then be the Managing Director, and the director responsible for the finance function (CFO). This will ensure that there is more than one point of contact between the Board and management.

18.16 Any term beyond nine years (e.g. three three-yearterms) for an independent non-executive directorshould be subject to particularly rigorous review

by the Board, of not only the performance of thedirector, but also the factors that may impair his

independence at that time.

2.19 Directors should be appointed through a formal process.

19.8 The appointment of a non-executive director shouldbe formalised in an agreement between the

company and the director.

2.22 The evaluation of the Board, its committees and the individual directors should be performed every year.

√

√

Ø

√*

x

x

x

•

Chairman holding 5.2%, which is marginallymore than the required 5%. Board ofdirectors are satisfied with the Chairman'sindependence.

Continuously strive to comply. Currently 22%female, 43% previously disadvantaged and89% Namibian citizens.

Not compliant. CFO not appointed. Currentlyfive chartered accountants appointed on theBoard. The CFO attends all Board meetingsby invitation.

The composition, tenure and independenceare assessed annually by the Remunerationand Nomination Committee. Based on theoutcome of their assessment and the skillshortage in Namibia the restriction of termbeyond nine years is considered impractical.

The director selection procedure does notcall for a formal agreement.

Compliant in respect of board andcommittees. Individual evaluations to beimplemented.

56

NAMCODE REVIEW (continued)

Chapter Principle Explanation

3. Audit committees

3.1 The Board should ensure that the company has an effectiveand independent audit committee.

1.8 The audit committee should meet at least once ayear with the external auditors without

management present. These may be separate meetings held before or after a scheduled audit committee meeting.

3.7 The audit committee should be responsible for overseeingthe internal audit function.

4. The governance of risk

4.1 The Board should be responsible for the governance of risk.

1.5 The Board's scope of responsibility for risk governance should be expressed in its board charter

and supported by induction of new board membersand training processes for all board members.

5. The governance of information technology

5.1 The Board should be responsible for information technology(IT) governance.

6. Compliance with laws, codes and standards

7. Internal audit

7.1 The Board should ensure that there is an effective risk- based internal audit.

8. Governing stakeholder relationships

9. Integrated reporting and disclosure

√

•

•

√

Ø

√

•

√

x

•

√

√

Formal meeting to be implemented. Currentlyexternal auditors are invited to Risk, Auditand Compliance meetings ('RACC') and haveaccess to RACC should matters arise thatrequires their attention.

The RACC reviewed the necessity of aninternal audit function and found that thesize of the Group does not currently warrantan in-house internal auditor. The outsourcingof the function is being assessed.

Induction pack to be further formalised.

To be implemented.

The RACC reviewed the necessity of aninternal audit function and found that thesize of the Group does not currently warrantan in-house internal auditor. The outsourcingof the function is being assessed.


DIRECTORS’ RESPONSIBILITY FOR AND APPROVAL OF THE ANNUAL FINANCIAL STATEMENTSfor the year ended 30 June 2015

The directors are responsible for the preparation of the annual financial statements that fairly present the state of affairs of theCompany and the Group at the end of the financial year as set out on pages 1 to 57 and 110.

In order for the Company and the Board to discharge their responsibilities, management has developed, and continues to maintain,a system of internal control. The Board has ultimate responsibility for the system of internal control and periodically reviews itsoperation, primarily through the Risk, Audit and Compliance Committee.

The internal controls include a risk-based system of internal accounting and administrative controls designed to provide reasonable,but not absolute assurance that assets are safeguarded and that transactions are executed and recorded in accordance withgenerally accepted business practices and the Group's policies and procedures. These controls are implemented by trained, skilledpersonnel, with appropriate segregation of duties, are monitored by executive directors and the Risk, Audit and ComplianceCommittee and include a comprehensive budgeting and reporting system operating within an appropriate control framework.

The financial statements have been audited by the independent auditors, Deloitte & Touche, who were given unrestricted accessto all financial records and related data including minutes of all meetings of the Board of directors and committees of the Board.The directors believe that all representations made to the independent auditors during the audit are valid and appropriate. Theaudit report of Deloitte & Touche is presented on page 58.

The annual financial statements are prepared in accordance with International Financial Reporting Standards and incorporatedisclosures in line with the accounting philosophy of the Group. They are based on appropriate accounting policies consistentlyapplied, except where otherwise stated, and are supported by reasonable and prudent judgements and estimates.

The directors believe that the Group will be a going concern in the year ahead, as adequate funding facilities are in place andthe operational and cash flow budget support this statement. Accordingly the going concern basis has been adopted in thepreparation of the annual financial statements.

The annual financial statements for the year ended 30 June 2015 as set out on pages 1 to 57 and 110 were approved by theBoard of directors on 12 October 2015 and are signed on behalf of the Board by:

F Uys JC KuehhirtChairman Chairman – Risk, Audit and Compliance Committee 12 October 2015

58

TO THE MEMBERS OF ORYX PROPERTIES LIMITED

We have audited the consolidated and separate annual financial statements of Oryx Properties Limited set out on pages 59 to104, which comprise the directors' report, the consolidated and separate statements of financial position as at 30 June 2015,the consolidated and separate statements of comprehensive income, the consolidated and separate statements of changes inequity and the consolidated and separate statements of cash flows for the year then ended, and the notes comprising of asummary of significant accounting policies and other explanatory information.

Directors' Responsibility for the consolidated and separate Financial Statements

The directors are responsible for the preparation and fair presentation of these consolidated and separate financial statementsin accordance with International Financial Reporting Standards and the requirements of the Namibian Companies Act, and forsuch internal control as the directors determine is necessary to enable the preparation of consolidated and separate financialstatements that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these consolidated and separate financial statements based on our audit. Weconducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are freefrom 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 ofthe financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal controlrelevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that areappropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internalcontrol. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accountingestimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated and separate financial statements present fairly, in all material respects the directors' report, theconsolidated and separate financial position of Oryx Properties Limited as at 30 June 2015, and its consolidated and separatefinancial performance and consolidated and separate cash flows for the year then ended in accordance with International FinancialReporting Standards and in the manner required by the Namibian Companies Act.

DELOITTE & TOUCHERegistered Accountants and AuditorsChartered Accountants (Namibia)Deloitte BuildingMaerua Mall ComplexJan Jonker AvenueWindhoekNAMIBIAICAN Practice Number 9407Per E TjipukaPartner

Regional Executives: LL Bam (Chief Executive) Resident Partners: E Tjipuka (Managing Partner)A Swiegers (Chief Operating Officer), RH McDonald, J Kock, H de Bruin,GM Pinnock J Cronjé, A Akayombokwa, A Matenda

Director: G Brand12 October 2015

INDEPENDENT AUDITOR’S REPORT


DIRECTORS’ REPORT

The directors have pleasure in submitting their report, which forms part of the financial statements for the year ended 30 June2015.

NATURE OF BUSINESS

Oryx Properties Limited is a real estate investment company. The Group derives its income from a portfolio of investment propertiesin the retail, industrial and office sectors.

The primary business of Oryx Properties Limited is long-term investment in quality, rental-generating properties. Properties aremaintained, upgraded and refurbished, where necessary, so as to increase their long-term value.

Oryx Properties Limited is listed on the Namibian Stock Exchange ('NSX').Financial - Property sectorShare code: ORYISIN: NA0001574913Company registration number: 2001/673

ISSUED SHARE CAPITAL

As at 30 June 2015 there were 66 050 010 (2014: 66 050 010) linked units in issue, each comprising one ordinary share of 1cent and one unsecured variable rate debenture of 449 cents. A total of 11 008 335 ordinary shares were issued on 22 November2013 at price of N$15.50 per linked unit. Units in issue are unsecured and bear interest at a variable rate. Premium arising onissue amounted to N$121 million. The debenture premium is amortised on a straight-line basis over the minimum contractualterm of the investment, namely the remaining portion of 25 years from December 2002.

FINANCIAL REVIEW 2015 2014

Headline earnings per linked unit (cents) 159.62 162.16Earnings per linked unit (cents) 448.11 331.74Distribution per linked unit (cents) 158.50 148.00

Refer to note 21 on pages 90 and 91 for more detail.

The results of the Group are fully set out in the financial reports on pages 62 to 110.

SUBSIDIARIES

Details of the Company's subsidiaries are reflected in note 7.

DIRECTORATE

Details of the directors are set out on pages 13 to 15 of this report.

The directors at the date of this report are:

Year of Number of Status Name of director appointment years in service

Francois Uys (Chairman) 2002 12 years IndependentAlly Angula 2013 2 years IndependentJenny Comalie 2012 3 years IndependentNick Harris* 2012 3 years IndependentJens Kuehhirt 2007 8 years IndependentMathew Shikongo 2011 4 years IndependentAndre Swanepoel 2006 9 years Independent

* South African

DIRECTORS’ INTERESTSThe joint beneficial interests of directors in the equity of the Company as at 30 June 2015 were 6.23% (2014: 6.38%) and canbe analysed as follows:

Director Direct beneficial Indirect beneficial Total

Linked Linked Linked2015 units % units % units %

C Fourie 29 280 0.04 - - 29 280 0.04NBS Harris 12 960 0.02 - - 12 960 0.02JC Kuehhirt - - 612 490 0.93 612 490 0.93F Uys 25 750 0.04 3 435 793 5.20 3 461 543 5.24

67 990 0.10 4 048 283 6.13 4 116 273 6.23

DIRECTORS’ FEES

Refer to the Remuneration Report, page 54, for the fees paid.

ATTENDANCE OF DIRECTORS' AND SUB-COMMITTEE MEETINGS

Refer to pages 43, 45, 46 and 52 for the respective attendence of the Board and sub-committees.

BORROWINGS

The directors are authorised to borrow funds on behalf of the Group, up to an amount not exceeding 60% of the directors' bonafide valuation of the consolidated real estate portfolio and any other assets of the Group. The Group's long-term borrowings at30 June 2015 are disclosed in note 12.2 to the annual financial statements, representing 38.8% (2014: 40.5%) of the total assetsincluding the directors' bona fide valuation of the consolidated real estate portfolio. Debentures are excluded from the long-termborrowings for the purpose of the calculation.

ACQUISITIONS, DEVELOPMENTS AND DISPOSALS

The table below provides a summary of the major capital expenditure incurred during the year.

2015 2014Property N$'000 N$'000

Baines 5 831 2 901Maerua Mall 12 897 70 426Maerua Mall Phase Two 6 542 28 492Maerua Park 19 556 59 232Tuinweg 420 221 105Total additions 45 945 389 242

60

Director Direct beneficial Indirect beneficial Total

Linked Linked Linked2014 units % units % units %

C Fourie 29 280 0.04 - - 29 280 0.04NBS Harris 12 960 0.02 - - 12 960 0.02JC Kuehhirt - - 626 658 0.95 626 658 0.95F Uys 25 750 0.04 3 518 456 5.33 3 544 206 5.37

67 990 0.10 4 145 114 6.28 4 213 104 6.38

DIRECTORS’ REPORT (continued)


F Uys JC KuehhirtChairman Chairman – Risk, Audit and Compliance Committee

12 October 2015

GOING CONCERN

The directors are of the opinion that the Company and the Group have adequate resources to continue its operations for theforeseeable future and the annual financial statements have accordingly been prepared on a going concern basis.

SUBSEQUENT EVENTS

At a general meeting of unitholders, on 4 August 2015, the approval was obtained to proceed with a rights issue of one linkedunit for every five units held. This equates to an additional 13 210 002 new linked units. The cost of debt is on the increase, butthe plans to re-capitalise the Group with the rights issue during October 2015 will mitigate this risk, reposition the balance sheetand allow Oryx to move forward with its exciting development pipeline, which is ready to be rolled out.

Further, the Company adopted and ratified the agreement of sale of Erf 2604, Erf 2605, Erf 2608 and Erf 3766 Korsten, PortElizabeth for the total purchase consideration of N$62,5 million (immovable property and rental in advance for early transfer).The deed of sale is subject to and conditional upon the purchaser making due diligence enquiries and a number of suspensiveconditions to be met.

DIRECTORS’ REPORT (continued)

62

STATEMENTS OF FINANCIAL POSITIONas at 30 June 2015

Group CompanyNotes 2015 2014 2015 2014

N$'000 N$'000 N$'000 N$'000

ASSETS Non-current assets Investment properties 5 2 149 935 1 924 634 572 846 537 248 - At valuation 2 205 749 1 977 150 599 300 560 800 - Straight line basis adjustment (55 814) (52 516) (26 454) (23 552)Furniture and equipment 6 223 161 223 161Interest in subsidiaries 7 - - 1 024 785 964 641Deferred expenditure 8.1 14 319 6 057 1 695 2 029Rental receivable straight-line basis adjustment 50 229 47 707 24 030 23 972

2 214 706 1 978 559 1 623 579 1 528 051Current assets Trade and other receivables 19 426 18 783 9 232 4 458 - Trade and other receivables 8.2 13 841 13 974 6 256 3 562 - Rental receivable straight-line basis adjustment 5 585 4 809 2 976 896Deferred expenditure 8.1 4 705 3 388 836 958Cash and cash equivalents 8.3 9 793 14 313 9 791 14 313

33 924 36 484 19 859 19 729

TOTAL ASSETS 2 248 630 2 015 043 1 643 438 1 547 780

EQUITY AND LIABILITIES Capital and reserves Share capital 9 661 661 661 661Non-distributable reserves 11 826 426 633 668 228 942 186 929Distributable reserves 264 1 739 15 985 2 262

827 351 636 068 245 588 189 852Non-current liabilities Debentures 12.1 296 453 296 565 296 565 296 565Debenture premium 12.1 141 232 152 528 141 286 152 528Interest bearing borrowings 12.2 430 239 630 832 430 239 630 832Derivative liability 13 574 614 574 614Deferred taxation 14 30 422 29 197 11 957 11 833

898 920 1 109 736 880 621 1 092 372Current liabilitiesTrade and other payables 15 16 962 24 665 11 832 21 029Derivative liability 13 3 679 3 659 3 679 3 659Deferred income 16 2 534 2 760 2 534 2 713Interest bearing borrowings 12.2 441 862 184 801 441 862 184 801Linked unitholders for distribution 57 322 53 354 57 322 53 354

522 359 269 239 517 229 265 556

TOTAL EQUITY AND LIABILITIES 2 248 630 2 015 043 1 643 438 1 547 780


Group CompanyNotes 2015 2014 2015 2014

N$'000 N$'000 N$'000 N$'000

REVENUE 269 388 204 792 100 293 92 978

- Rental - cash flows inherent in leases 266 090 201 945 98 154 88 171

- Rental - straight-line adjustment 3 298 2 847 2 139 4 807

Rental expense (75 528) (41 887) (17 667) (13 263)

NET RENTAL INCOME 193 860 162 905 82 626 79 715

Investment income 17 862 898 110 535 85 944

Dividend received 25 - - 14 439 -

Amortisation of debenture premium 12.1 11 242 7 715 11 242 7 715

Bargain purchase gain 26 - 26 670 - -

Changes in fair value investment property 179 356 71 460 29 062 29 345

- As per valuations 5 182 654 74 307 31 964 33 913

- Straight-line basis adjustment 5 (3 298) (2 847) (2 902) (4 568)

Changes in fair value of financial liabilities 19 2 455 19 2 455

Changes in fair value of listed investments held by Share Incentive

Trust 10 (326) - - -

Other expenses 18 (11 679) (10 570) (11 238) (10 552)

OPERATING PROFIT BEFORE FINANCE COSTS AND

DEBENTURE INTEREST 373 334 261 533 236 685 194 622

Less: Finance costs 19 (76 137) (52 089) (76 136) (52 089)

OPERATING PROFIT BEFORE DEBENTURE INTEREST 297 197 209 444 160 549 142 533

Less: Debenture interest 24 (104 689) (97 754) (104 689) (97 754)

PROFIT BEFORE TAXATION 192 508 111 690 55 860 44 779

Less: Taxation 20 (1 225) (4 833) (124) (5 451)

PROFIT FOR THE YEAR 191 283 106 857 55 736 39 328

Other comprehensive income - - - -

TOTAL COMPREHENSIVE INCOME FOR THE YEAR 191 283 106 857 55 736 39 328

PROFIT ATTRIBUTABLE TO:

Owners of the company 191 283 106 857 55 736 39 328

Non-controlling interest - - - -

191 283 106 857 55 736 39 328

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

ATTRIBUTABLE TO:

Owners of the company 191 283 106 857 55 736 39 328

Non-controlling interest - - - -

191 283 106 857 55 736 39 328

EARNINGS PER SHARE (CENTS) 21 289.61 173.25 84.39 63.76

EARNINGS PER LINKED UNITS (CENTS) 21 448.11 331.74 242.89 211.76

DISTRIBUTION PER LINKED UNIT (CENTS) 21 158.50 148.00 158.50 148.00

STATEMENTS OF COMPREHENSIVE INCOMEfor the year ended 30 June 2015

64

STATEMENTS OF CHANGES IN EQUITYfor the year ended 30 June 2015

Non- Share Distributable distributable capital reserves reserves Total N$'000 N$'000 N$'000 N$'000

Group

Balance at 1 July 2013 550 1 383 527 167 529 100

Rights issue 111 - - 111

Net profit attributable to linked unitholders - 106 857 - 106 857

Transfer to non-distributable reserves - (106 501) 106 501 -

Balance on 30 June 2014 661 1 739 633 668 636 068



Balance on 30 June 2015 661 264 826 426 827 351

Company

Balance at 1 July 2013 550 1 962 147 901 150 413

Rights issue 111 - - 111



Balance at 30 June 2014 661 2 262 186 929 189 852



Balance at 30 June 2015 661 15 985 228 942 245 588


Group Company Notes 2015 2014 2015 2014 N$'000 N$'000 N$'000 N$'000

OPERATING ACTIVITIES

Cash generated by operating activities 23 161 579 139 428 57 707 74 461

Investment income 17 862 898 110 535 85 944

Dividend received 25 - - - -

Finance costs 19 (76 137) (52 089) (76 136) (52 089)

Distribution paid to linked unitholders 24 (100 721) (84 189) (100 721) (84 189)

Net cash (outflow) / inflow (14 417) 4 048 (8 615) 24 127

INVESTING ACTIVITIES

Acquisition of and additions to investment properties 5 (45 945) (388 122) (6 536) (9 987)

Acquisition of furniture and equipment 6 (134) (177) (134) (177)

Investment in listed shares held by Share Incentive Trust (326) - - -

Investment in subsidiary companies - - (45 705) (398 214)

Net cash outflow (46 405) (388 299) (52 375) (408 378)

FINANCING ACTIVITIES

Net movement on loans 56 468 225 230 56 468 225 230

Proceeds from the issue of linked units (166) 169 782 - 169 782

Net cash inflow 56 302 395 012 56 468 395 012

NET CHANGE IN CASH AND CASH EQUIVALENTS (4 520) 10 761 (4 522) 10 761

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 8.3 14 313 3 552 14 313 3 552

CASH AND CASH EQUIVALENTS AT END OF YEAR 8.3 9 793 14 313 9 791 14 313

STATEMENTS OF CASH FLOWSfor the year ended 30 June 2015

66

NOTES TO THE ANNUAL FINANCIAL STATEMENTS30 June 2015

1. GENERAL INFORMATION

Oryx Properties Limited (“the Company”) is a limited company incorporated in Namibia. The address of its registered office is disclosed in the administration section of the annual report. The principal activities of the Company and its subsidiaries (“the Group”) are described in the Directors' report.

2. ADOPTION OF NEW AND REVISED STANDARDS

The Company's annual financial statements have been prepared in accordance with International Financial Reporting Standards ('IFRS') andinterpretations issued by the IFRS Interpretations Committee ('IFRIC') of the IASB. At the date of these financial statements the following Standardsand Interpretations are not yet effective and will be adopted, where applicable, in future years.

The following Standards and Interpretations have been issued but are not yet effective:

International Financial Reporting Standards (IFRSs)

Standard Title Pronouncement Issued Effective date ApplicableIFRS 5 Non-current Assets Held

for Sale and DiscontinuedOperations

IFRS 7 Financial Instruments: Disclosures



IFRS 9 Financial Instruments

Amendments resulting fromSeptember 2014 AnnualImprovements to IFRSsDeferral of mandatory effectivedate of IFRS 9 and amendmentsto transition disclosures

Additional hedge accountingdisclosures (and consequentialamendments) resulting fromthe introduction of the hedgeaccounting chapter in IFRS 9

Amendments resulting fromSeptember 2014 AnnualImprovements to IFRSsFinalised version, incorporatingrequirements for classificationand measurement, impairment,general hedge accounting andderecognition.

September2014

December2011

November2013

September2014

July 2014

Annual periodsbeginning on or after 1January 2016Annual periodsbeginning on or after 1January 2015(The effective date of IFRS9 was subsequentlyremoved, see IFRS 9below)Applies when IFRS 9 isapplied(At the time of issue ofthe revised version of IFRS9 including the hedgeaccounting chapter, IFRS9 had no statedmandatory effective date,see below)Annual periodsbeginning on or after 1January 2016Effective for annualperiods beginning on orafter 1 January 2018Note:IFRS 9 (2014)supersedes IFRS 9 (2009),IFRS 9 (2010) and IFRS 9(2013), but thesestandards remainavailable for applicationif the relevant date ofinitial application isbefore 1 February 2015.

Yes

Yes

Yes

Yes

Yes


NOTES TO THE ANNUAL FINANCIAL STATEMENTS(continued) 30 June 2015

International Financial Reporting Standards (IFRSs) (continued)

Standard Title Pronouncement Issued Effective date ApplicableIFRS 10 Consolidated Financial

Statements

IFRS 10 Consolidated Financial Statements

IFRS 11 Joint Arrangements

IFRS 12 Disclosure of Interests inOther Entities

IFRS 14 Regulatory Deferral Accounts

IFRS 15 Revenue from Contractswith Customers

Amendments regarding thesale or contribution of assetsbetween an investor and itsassociate or joint ventureAmendments regarding theapplication of the consolidationexceptionAmendments regarding theaccounting for acquisitions ofan interest in a joint operationAmendments regarding theapplication of the consolidationexceptionOriginal issue

Original issue

September2014

December2014

May 2014

December2014

January 2014

May 2014

Annual periodsbeginning on or after 1January 2016

Annual periodsbeginning on or after 1January 2016Annual periodsbeginning on or after 1January 2016Annual periodsbeginning on or after 1January 2016Applies to an entity's firstannual IFRS financialstatements for a periodbeginning on or after 1January 2016Applies to an entity's firstannual IFRS financialstatements for a periodbeginning on or after 1January 2018

Yes

Yes

No

Yes

Assessmentpending

Yes

2. ADOPTION OF NEW AND REVISED STANDARDS (continued)

International Accounting Standards (IASs)

IAS 1 Presentation of FinancialStatements

IAS 16 Property, Plant and Equipment


IAS 19 Employee Benefits

IAS 27 Separate Financial Statements (as amendedin 2011)

Amendments resulting from thedisclosure initiative

Amendments regarding theclarification of acceptablemethods of depreciation andamortisationAmendments bringing bearerplants into the scope of IAS 16

Amendments resulting fromSeptember 2014 AnnualImprovements to IFRSsAmendments reinstating theequity method as an accountingoption for investments in insubsidiaries, joint ventures andassociates in an entity's separatefinancial statements

December2014

May 2014

June 2014

September2014

August 2014

Annual periods beginningon or after 1 January2016Annual periods beginningon or after 1 January2016

Annual periods beginningon or after 1 January2016Annual periods beginningon or after 1 January2016Annual periods beginningon or after 1 January2016

Yes

Yes

Yes

Yes

Yes

68


International Accounting Standards (IASs) (continued)

Standard Title Pronouncement Issued Effective date Applicable

2. ADOPTION OF NEW AND REVISED STANDARDS (continued)

IAS 28 Investments in Associatesand Joint Ventures

IAS 28 Investments in Associatesand Joint Ventures

IAS 34 Interim Financial Reporting

IAS 38 Intangible Assets

IAS 39 Financial Instruments: Recognition and Measurement

Amendments regarding the saleor contribution of assetsbetween an investor and itsassociate or joint ventureAmendments regarding theapplication of the consolidationexceptionAmendments resulting fromSeptember 2014 AnnualImprovements to IFRSsAmendments regarding theclarification of acceptablemethods of depreciation andamortisationAmendments to permit anentity to elect to continue toapply the hedge accountingrequirements in IAS 39 for afair value hedge of the interestrate exposure of a portion of aportfolio of financial assets orfinancial liabilities when IFRS 9is applied, and to extend thefair value option to certaincontracts that meet the 'ownuse' scope exception

September2014

December2014

September2014

May 2014

November2013

Annual periodsbeginning on or after 1January 2016

Annual periodsbeginning on or after 1January 2016Annual periodsbeginning on or after 1January 2016Annual periodsbeginning on or after 1January 2016

Applies when IFRS 9 isapplied

No

No

Yes

No

Yes

The impact of the above amendments on the group operations has not been assessed. It is not practical to provide a reasonable estimate ofthe effect until a detailed review has been completed.



3. ACCOUNTING POLICIES

The financial statements incorporate the principal accounting policies set out below.

3.1 Statement of complianceThe Group financial statements comprise the consolidated financial statements. The financial statements are prepared in accordance withIFRS and the requirements of the Companies Act of Namibia. Except for the new standards adopted as set out below, all accountingpolicies applied in the preparation of these consolidated financial statements are in terms of IFRS and are consistent with those appliedin the previous consolidated financial statements. There was no material impact on the financial statements identified based on management'sassessment of these standards.

International Financial Reporting Standards (IFRSs)

Standard Title Pronouncement Issued Effective dateIFRS 3 Business Combinations

IFRS 3 Business Combinations

IFRS 8 Operating Segments

IFRS 13 Fair Value Measurement

Amendments resulting from AnnualImprovements 2010-2012 Cycle(accounting for contingentconsideration)Amendments resulting from AnnualImprovements 2011-2013 Cycle(scope exception for joint ventures)Amendments resulting from AnnualImprovements 2010-2012 Cycle(aggregation of segments,reconciliation of segment assets)Amendments resulting from AnnualImprovements 2011-2013 Cycle(scope of the portfolio exception inparagraph 52)

December 2013

December 2013

December 2013

December 2013

Annual periods beginning onor after 1 July 2014




International Accounting Standards (IASs)


IAS 19 Employee Benefits

IAS 24 Related Party Disclosures

IAS 40 Investment Property

Amendments resulting from AnnualImprovements 2010-2012 Cycle(proportionate restatement ofaccumulated depreciation onrevaluation)Amended to clarify the requirementsthat relate to how contributions fromemployees or third parties that arelinked to service should be attributedto periods of serviceAmendments resulting from AnnualImprovements 2010-2012 Cycle(management entities)Amendments resulting from AnnualImprovements 2011-2013 Cycle(interrelationship between IFRS 3 andIAS 40)

December 2013

November 2013

December 2013

December 2013





70

3. ACCOUNTING POLICIES (continued)

3.2 Basis of preparationThe financial statements are prepared on the historical cost convention, as modified by the revaluation of investment properties, available-for-sale financial assets, and financial assets and liabilities (including derivative instruments) at fair value through profit or loss and incorporatethe principal accounting policies set out below. These accounting policies have been applied consistently with the previous year.

Fair value adjustments do not affect the calculation of distributable earnings; however, they do affect the net asset value per linked unitto the extent that the adjustments are made to the carrying value of the assets and liabilities.

The functional currency of the Group is the Namibian Dollar ('N$') and all amounts are rounded to the nearest thousand.

3.3 Basis of consolidationThe consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (itssubsidiaries). An investor determines whether it is a parent by assessing whether it controls one or more investees. An investor considersall relevant facts and circumstances when assessing whether it controls an investee.An investor controls an investee if and only if the investor has all of the following elements:

• power over the investee, i.e. the investor has existing rights that give it the ability to direct the relevant activities (the activities thatsignificantly affect the investee's returns);

• exposure, or rights, to variable returns from its involvement with the investee; and• the ability to use its power over the investee to affect the amount of the investor's returns.

The results of subsidiaries acquired or disposed of during the year are included in the consolidated statement of comprehensive incomefrom the effective date of acquisition or up to the effective date of disposal, as appropriate.

The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group. The cost of an acquisition ismeasured in accordance with the purchase price agreed for the company plus costs directly attributable to the acquisition. Identifiableassets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at theacquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the Group'sshare of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assetsof the subsidiary acquired, the difference is recognised directly in profit and loss.

Before recognising a gain on a bargain purchase, the acquirer shall reassess whether it has correctly identified all of the assets acquiredand all of the liabilities assumed and shall recognise any additional assets or liabilities that are identified in that review. The acquirer shallthen review the procedures used to measure the amounts this IFRS requires to be recognised at the acquisition date for all of the following:

(a) the identifiable assets acquired and liabilities assumed;(b) the non-controlling interest in the acquiree, if any;(c) for a business combination achieved in stages, the acquirer's previously held equity interest in the acquiree; and(d) the consideration transferred.

Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated, with the exceptionof inter-company interest during the period of construction or refurbishment, which is capitalised to the cost of the property. Unrealisedlosses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

3.4 Investment propertiesInvestment property consists of land and buildings, installed equipment and undeveloped land held to earn rental income for the longterm and subsequent capital appreciation.

Investment properties are initially recorded at cost. Subsequent expenditure, other than tenant installation costs, relating to investmentproperties is capitalised when it is probable that future economic benefits from the use of the asset will be increased. All other subsequentexpenditure is recognised as an expense in the period in which it is incurred.




3.4 Investment properties (continued)After initial recognition investment properties are measured at fair value. Fair values are determined bi-annually. Gains or losses arisingfrom changes in the fair values are included in net profit for the period in which they arise. Unrealised gains are transferred to a non-distributable reserve in the statement of changes in equity. Unrealised losses are transferred against a non-distributable reserve to the extentthat the decrease does not exceed the amount held in the non-distributable reserve. Investment property is maintained, upgraded andrefurbished, where necessary, in order to preserve or improve the capital value as far as it is possible to do so. Maintenance and repairswhich neither materially add to the value of the properties nor prolong their useful lives are charged against the statement of comprehensiveincome.

The fair value of the investment property reflects, among other things, rental income from current leases and assumptions about rentalincome from future leases in the light of current market conditions. The fair value also reflects, on a similar basis, any cash outflows thatcould be expected in respect of the property.

On disposal of investment properties, the difference between the net disposal proceeds and the carrying value is charged or credited tothe statement of comprehensive income and then transferred from/to non-distributable reserves provided that such transfer shall not resultin an accumulated loss.

Non-current assets and disposal groups are classified as “held for sale” if their carrying amount will be recovered principally through asale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the asset(or disposal group) is available for immediate sale in its present condition. Management must be committed to the sale, which should beexpected to qualify for recognition as a completed sale within one year from date of classification.

Non-current assets (and disposal groups) classified as held for sale are measured at the lower of their previous carrying amount and fairvalue less costs to sell.

3.5 Borrowing costsBorrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarilytake a substantial period to get ready for their intended use or sale, are added to the cost of those assets, until the assets are substantiallyready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditureon qualifying assets is deducted from the borrowing costs eligible for capitalisation.

All other borrowing costs are recognised in the statement of comprehensive income for the year in which they are incurred.

3.6 Furniture and equipmentItems of furniture and equipment are initially recognised at cost if it is probable that any future economic benefits associated with theitems will flow to the Group and it has a cost that can be measured reliably. Subsequent expenditure is capitalised when it is measurableand will result in probable future economic benefits. Expenditure incurred to replace a component of an item of furniture or equipmentis capitalised to the cost of the item of furniture and equipment and the part replaced is derecognised. All other expenditure is recognisedin profit or loss as an expense when incurred. Subsequent to initial recognition furniture and equipment are stated at cost less accumulateddepreciation and impairment losses. Furniture and equipment is depreciated on the straight-line basis over the period over which the assetsare expected to be available for use by the Group. Depreciation is recognised in the statement of comprehensive income. The followingdepreciation rates have been used:

Equipment 33.33% per annumFurniture 20.00% per annum

Items of furniture and equipment are de-recognised on disposal or when no future economic benefits are expected from their use ordisposal.

The gain or loss arising on the disposal or retirement of an item of furniture and equipment is determined as the difference between thesales proceeds and the carrying amount of the asset and is recognised in the statement of comprehensive income.

The useful lives and residual values of equipment are reviewed annually.


72


3.7 TaxationTax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensiveincome because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items thatare never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantivelyenacted by the reporting date.

Deferred taxation is provided for using the liability method, based on temporary differences. Temporary differences are differences betweenthe carrying amounts of assets and liabilities for financial reporting purposes and their tax base. Deferred taxation is charged to thestatement of comprehensive income except to the extent that it relates to a transaction that is recognised directly in equity, or a businesscombination that is an acquisition. Deferred tax charges reflect the tax consequences that follow from the manner in which the entityexpects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets or liabilities that arise from the revaluation of a non-depreciable asset are measured on the basis of the tax consequencesthat would follow from recovery of the carrying amount of that asset through sale. This is regardless of measuring the carrying amountof that asset.

Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred taxation assets are recognised to theextent that it is probable that future taxable profits will be available against which the associated unused tax losses and deductible temporarydifferences can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will berealised.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interestin joint ventures, except where the Group is unable to control the reversal of the temporary difference and it is probable that the temporarydifference will not reverse in the foreseeable future.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilitiesand when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets andliabilities on a net basis.

3.8 ImpairmentThe Group assesses all assets, which are subject to amortisation or depreciation, for indications of an impairment loss or the reversal of apreviously recognised impairment at each reporting date. Should there be indications of impairment, the assets' recoverable amounts areestimated. These impairments (where the carrying amount of an asset exceeds its recoverable amount) or the reversal of a previouslyrecognised impairment are recognised in the statement of comprehensive income. The recoverable amount of an asset is the higher ofits fair value less cost to sell and its value in use. The recoverable amount is determined for the cash-generating unit for which there areseparate identifiable cash flows. A previously recognised impairment loss will be reversed if the recoverable amount increases as a resultof a change in the estimates used previously to determine the recoverable amount, but not to an amount higher than the carrying amountthat would have been determined, net of depreciation or amortisation, had no impairment loss been recognised in prior periods.

3.9 Investment in subsidiariesIn the company's separate annual financial statements, investments in subsidiaries are carried at cost less any accumulated impairment.

3.10 Financial instrumentsFinancial instruments as reflected on the statement of financial position include all assets and liabilities, including derivative instruments,but exclude investment properties, investments in subsidiaries, property and equipment, deferred taxation, taxation, leases, deferredincome, deferred expenses and rental straight-line adjustments. Financial Instruments are accounted for under IAS 32: Financial Instruments:Presentation, IAS 39: Financial Instruments: Recognition and Measurement and IFRS 7: Financial Instruments: Disclosures.

(i) Initial recognitionFinancial assets are recognised on the statement of financial position when the Group becomes a party to the contractual provisionsof a financial instrument. All purchases of financial assets that require delivery within the time frame established by regulation ormarket convention ('regular way' purchases) are recognised at trade date, which is the date on which the Group commits to purchasethe asset. Financial liabilities are recognised on trade date, which is when the Group becomes a party to the contractual provisionsof the financial instruments.




3.10 Financial instruments (continued)(ii) Initial measurement

Financial instruments are initially recognised at fair value plus, in the case of a financial asset or liability not at fair value throughprofit and loss, transaction costs that are incremental to the Group and directly attributable to the acquisition or issue of the financialasset or financial liability.

(iii) Subsequent measurementSubsequent to initial measurement, financial instruments are either measured at fair value or amortised cost, depending on theirclassification:

• Financial assets and financial liabilities at fair value through profit or lossFinancial instruments at fair value through profit or loss consist of trading instruments and instruments that the Group haselected, on initial recognition date, to designate as fair value through profit or loss. Trading instruments are financial assets orfinancial liabilities that were acquired or incurred principally for the purpose of sale or repurchase in the near term, form partof a portfolio with a recent pattern of short-term profit-taking or are derivatives that do not form part of a designated andeffective hedging relationship.

Financial assets and financial liabilities that the Group has elected, on initial recognition date, to designate as at fair valuethrough profit or loss are those that meet any one of the following criteria:

- where the fair value through profit or loss designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise from using different bases to measure and recognise the gains and losses on financial assets and financial liabilities; or- the instrument forms part of a group of financial instruments that is managed, evaluated and reported on using a fair value

basis in accordance with a documented risk management or investment strategy; or- the financial instrument contains an embedded derivative, which significantly modifies the cash flows of the host contract

or where the embedded derivative would clearly require separation.

• Other financial liabilitiesAll financial liabilities, other than those at fair value through profit and loss, are classified as other financial liabilities and aremeasured at amortised cost. The fair value amounts are disclosed in the notes to the financial statements.

• Loans and receivablesLoans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an activemarket, other than those classified by the Group as at fair value through profit or loss. Financial assets classified as loans andreceivables are carried at amortised cost less any impairment, with interest income recognised in the statement of comprehensiveincome.

(iv) Measurement basis of financial instruments• Amortised cost

Amortised cost financial assets and financial liabilities are measured at fair value on initial recognition, plus or minus thecumulative amortisation using the effective interest rate method of any difference between that initial amount and the maturityamount, less any cumulative impairment losses.

For financial assets, the effective interest rate method calculates the amortised cost of a financial asset and allocates the interestincome over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receiptsthrough the expected life of the financial asset. Cash receipts include all fees that form an integral part of the effective interestrate, transaction costs and other premiums or discounts.

For financial liabilities, the effective interest rate method calculates the amortised cost of a financial liability and allocating theinterest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cashpayments through the expected life of the financial liability.



3.10 Financial instruments (continued)(iv) Measurement basis of financial instruments (continued)

• Fair valueDirect and incremental transaction costs are included in the initial fair value of financial assets and financial liabilities, otherthan those at fair value through profit or loss. The best evidence of the fair value of a financial asset or financial liability at initialrecognition is the transaction price, unless the fair value of the instrument is evidenced by comparison with other currentobservable market transactions in the same instrument or based on a valuation technique whose variables include marketobservable data.

When market related measures are not available, observable market data is modified to incorporate relevant factors that amarket participant in an arm's length exchange motivated by normal business considerations would consider in determiningthe fair value of the financial instrument (non-observable market inputs). Consideration is given to the nature and circumstancesof the financial instrument in determining the appropriate non-observable market input.

The fair value of a financial liability with a demand feature is not less than the amount payable on demand, discounted fromthe first date on which the amount could be required to be paid. In cases where the fair value of financial liabilities cannot bereliably determined, these liabilities are recorded at the amount due.

Investments in equity instruments that do not have a quoted market price in an active market and whose fair value cannot bereliably measured, and derivatives that are linked to and have to be settled by delivery of such unquoted equity instruments,are not measured at fair value but at cost. Fair value is considered reliably measured if:- the variability in the range of reasonable fair value estimates is not significant for that instrument, or- the probabilities of the various estimates within the range can be reasonably assessed and used in estimating fair value.

(v) DerecognitionAll financial assets and financial liabilities are derecognised on trade date, which is when the Group commits to selling a financialasset or redeeming a financial liability.

The Group derecognises a financial asset when and only when:

- the contractual rights to the cash flows arising from the financial assets have expired or have been forfeited by the Group; or- it transfers the financial asset including substantially all the risks and rewards of ownership of the asset; or- it transfers the financial asset, neither retaining nor transferring substantially all the risks and rewards of ownership of the asset,

but no longer retains control of the asset.

A financial liability (or part of a financial liability) is derecognised when, and only when, the liability is extinguished, that is, whenthe obligation specified in the contract is discharged, cancelled or has expired.

The difference between the carrying amount of a financial liability (or part thereof) extinguished or transferred to another party andthe consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in the statement of comprehensiveincome for the year.

The difference between the carrying amount of a financial asset (or part thereof) derecognised and the consideration received,including any non-cash assets received or liabilities extinguished, is recognised in the statement of comprehensive income for theyear.

(vi) Impairment of financial assetsThe Group assesses at each reporting date whether there is objective evidence that a financial asset or group of financial assets isimpaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred if, and only if, there isobjective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a 'lossevent') and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financialassets that can be reliably estimated. Objective evidence that a financial asset or group of assets is impaired includes observable datathat comes to the attention of the Group about the following loss events:

74




3.10 Financial instruments (continued)(vi) Impairment of financial assets (continued)

- significant financial difficulty of the issuer or obligor;- a breach of contract, such as a default or delinquency in interest or principal payments;- the disappearance of an active market for that financial asset because of financial difficulties; or- observable data indicating that there is a measurable decrease in the estimated future cash flows from a group of financial assets since the initial recognition of those assets, although the decrease cannot yet be identified with the individual financial

assets in the Group, including national or local economic conditions that correlate with defaults on the assets in the Group.

• Assets carried at amortised costIf there is objective evidence that an impairment loss on loans and receivables or held-to-maturity investments carried atamortised cost has been incurred, the amount of the loss is measured as the difference between the asset's carryingamount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred)discounted at the financial asset's original effective interest rate. The carrying amount of the asset is reduced throughthe use of an allowance account and the amount of the loss is recognised in the statement of comprehensive incomefor the year.

The Group first assesses whether objective evidence of impairment exists individually for financial assets that are individuallysignificant, and individually or collectively for financial assets that are not individually significant. If the Group determinesthat no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, itincludes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them forimpairment.

If, in a subsequent year, the amount of the impairment loss decreases and the decrease can be related objectively to anevent occurring after the impairment was recognised, the previously recognised impairment loss is reversed by adjustingthe allowance account. The reversal does not result in a carrying amount of the financial asset that exceeds what theamortised cost would have been had the impairment not been recognised at the date on which the impairment is reversed.The amount of the reversal is recognised in the statement of comprehensive income for the year.

(vii) Financial liabilities and equity instruments issued by the GroupClassification as debt or equityDebt and equity instruments are classified either as financial liabilities or as equity in accordance with the substance of the contractualarrangement.

Equity instrumentsAn equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities.Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs.

(viii) Offsetting financial instruments, related income and expense itemsFinancial assets and liabilities are offset and the net amount reported in the statement of financial position only when there is alegally enforceable right to set off and there is intention to settle on a net basis or to realise the asset and settle the liabilitysimultaneously.

Income and expense items are offset only to the extent that their related instruments have been offset in the statement of financialposition.

3.11 Ordinary sharesOrdinary shares are classified as equity. Each ordinary share is linked to a debenture, which together comprise a linked unit. Incrementalcosts directly attributable to the issue of ordinary shares are recognised as a deduction from equity.



3.12 DebenturesDebenture and debenture premium are classified under borrowings.

Debentures are recognised at nominal value.

Debenture premium is separately disclosed and is recognised at the proceeds net of nominal value of debenture and transaction costs ofissue. Debenture premium is amortised on a straight-line basis over the minimum contractual term of the debt instrument, namely theremaining portion of 25 years from December 2002.

In terms of the Debenture Trust Deed the interest entitlement on each debenture shall be not less than 90% of the net earnings of theCompany before providing for debenture interest, depreciation, amortisation and taxes (other than deferred taxation charges) and beforetaking into account any revaluation surpluses and income which are to be transferred to any non-distributable reserves, but after provisionfor funding cost, whether interest or dividend in nature, and also after transfers to non-distributable reserves.

3.13 Treasury linked unitsLinked units in Oryx Properties Limited held by the Oryx Long Term Share Incentive Trust ('Trust') are held for employee participants in theExecutive Incentive Scheme and are classified as treasury linked units. The book value of these linked units, together with related transactioncosts, is deducted from equity, but disclosed separately in the statement of changes in equity. The issued and weighted average numberof linked units is reduced by the treasury linked units for the purposes of the basic and headline earnings per linked unit calculations.

The issued number of linked units is not reduced by the treasury linked units for the purpose of the interest distribution per linked unitcalculations. Interest distributions received on treasury shares are recognised as income in the Trust and are utilised in meeting operationalcosts of the Trust. When treasury linked units held for employee participants vest in such participants, the linked units will no longer beclassified as treasury linked units, their cost will no longer be deducted from equity and their number will be taken into account for thepurpose of basic and headline earnings per linked unit calculations.

3.14 ProvisionsProvisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable thatthe Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reportingdate, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flowsestimated to settle the present obligation, its carrying amount is the present value of those cash flows.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivableis recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measuredreliably.

3.15 Revenue recognitionRental incomeRevenue comprises gross rental income as determined in terms of 3.18, including all recoveries from tenants. Casual parking is recordedon a cash-received basis. Contingent rents (turnover rentals) are included in revenue when the amounts can be reliably measured.

Interest incomeInterest income is recognised at the effective rates of interest on a time related basis.

Dividend incomeDividends are recognised when the right to receive them is established.

3.16 Deferred expensesDeferred expenses comprise tenant installation costs and letting commissions that are amortised on a straight line basis over the leaseperiod to which they relate.

76




3.17 Segment reportingInformation reported to the Group's chief operating decision maker, for the purpose of resource allocation and assessment of its performance,is based on the economic sectors in which the investment properties operate. The Group's reportable segments are:

On a primary basis the Group operates in the following segments: Retail, Industrial and Offices.

3.18 LeasesLeases where the lessor retains the risk and rewards of ownership of the underlying asset are classified as operating leases. Rental income(net of any incentives given to lessees) from operating leases is recognised on a straight-line basis over the term of the relevant lease. Assetsleased out under operating leases are included under investment property in the statement of financial position (note 5). Initial direct costsincurred in negotiating and arranging are added to the carrying amount of the leased asset and recognised as an expense over the leaseterm on the same basis as the rental income.

3.19 Contingent liabilitiesThe Group discloses a contingent liability where:– It is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the enterprise, or– It is not probable that an outflow of resources will be required to settle an obligation, or– The amount of the obligation cannot be measured with sufficient reliability.

3.20 Foreign currencyForeign currency transactionsTransactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates at the datesof the transactions. No foreign assets or liabilities are carried on the statement of financial position.

3.21 Employee benefitsShort-term benefitsThe cost of all short-term employee benefits is recognised during the period in which the employee renders the related service. Short-term employee benefits are measured on an undiscounted basis. The accrual for employee entitlements to salaries, bonuses, staff incentiveschemes and annual leave represents the amount for which the Group has a present legal or constructive obligation to pay as a result ofemployees' services provided up to the reporting date.

Other long-term employee benefitsThe Group's net obligation in respect of long-term employee benefits is the amount of future benefits that employees have earned inreturn for their service during the incentive cycle in respect of the linked units allocated to executives in accordance with the performanceand award criteria set out in the Trust deed. The loan to the Trust for the purchase of the linked units was accounted for under IAS 19Employee benefits, and eliminated upon consolidation.

3.22 Non-distributable reserveThe non-distributable reserve relates to items that are not distributable to unitholders, such as fair value adjustments on the revaluationof investment property, derivatives and treasury linked units, derivatives, the straight-line lease income adjustment, non-cash charges, capitalitems, deferred taxation and bargain purchase gains.

3.23 Cash and cash equivalentsCash and cash equivalents comprise cash balances and call deposits with maturities of three months or less from the acquisition date.Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subjectto an insignificant risk of change in fair value. Cash and cash equivalents are measured at amortised cost, which approximates fair value.Interest earned on cash invested with financial institutions is recognised on an accrual basis using the effective interest method.

3.24 Deferred incomeDeferred income comprises rental and recoveries received in advance and is recorded on a straight-line basis over the underlying contractperiod.


4. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

Estimates and judgements are continually evaluated and are based on historical experience as adjusted for current market conditions and otherfactors.

4.1 Critical accounting estimates and assumptionsThe Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equalthe related actual results (Refer to notes 5 and 29 for financial disclosure). The estimates and assumptions that have a significant risk ofcausing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

(a) Estimate of fair value of investment properties

The best evidence of fair value is current prices in an active market for similar leases and other contracts. In the absence of such information,the Group determines the amount within a range of reasonable fair value estimates. In making its judgement, the Group considersinformation from a variety of sources including:

I. Current prices in an active market for properties of different nature, condition or location (or subject to different lease or other contracts), adjusted to reflect those differences;II. Recent prices of similar properties in less active markets, with adjustment to reflect any changes in economic conditions since the date of the transactions that occurred at those prices; andIII. Discounted cash flow projections based on reliable estimates of future cash flows, derived from the terms of any existing lease and

other contracts and (where possible) from external evidence such as current market rents for similar properties in the same locationand condition, and using discount rates that reflect current market assessments of the uncertainty in the amount and timing of thecash flows.

(b) Principal assumptions for management's estimation of fair value

If information on current or recent prices of investment properties is not available, the fair values of investment properties are determinedusing discounted cash flow valuation techniques. The Group uses assumptions that are mainly based on market conditions existing ateach statement of financial position date (Refer to notes 13 and 29 for financial disclosure).

The methodology applied in determining the valuations: in determining the valuation the project income (based on the receipt of contractualrentals or expected future market rentals), adjusted for forecasted expenses discounted at appropriate discount rates is determined for aperiod of 10 years. The present value of the values is combined with the residual values, which is the anticipated selling value at presentvalue. Parameters which are applied during the valuation are: market rental growth, expenses inflation, period of cash flows, discountrate, capitalisation rate and reversionary rate. These valuations are regularly compared to actual market yield data, and actual transactionsby the Group and those reported by the market.

The expected future market rentals are determined on the basis of current market rentals for similar properties in the same location andcondition.

(c) Estimate of useful lives of Furniture and Equipment

The useful lives of equipment are reviewed on an annual basis (Refer to note 6 for financial disclosure).

(d) Estimate of derivative liability

These are over-the-counter ('OTC') agreements between two parties to exchange periodic payments of interest over a set period basedon notional principal amounts. Interest rate swaps exchange floating rates for fixed rates of interest based on notional amounts. The fairvalue of a derivative financial instrument is the amount at which it could be exchanged in a current transaction between willing parties,other than a forced liquidation or sale. Fair values are obtained from quoted market prices and discounted cash flow models.

78



4. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (continued)

4.2 Critical judgements in applying the Group's accounting policiesAllocation of share premium and debenture premium

The Group has determined, in terms of the requirements of accounting standards, that the linked unit premium should be classified asdebenture premium and not share premium. Debenture premium will be amortised over the minimum contractual period of the debentures,namely the remaining portion of 25 years from December 2002 (Refer to note 12 for financial disclosure).

Non-distributable reserves

The Group transfers all capital profits and unrealised profits to non-distributable reserves (Refer to note 11 for financial disclosure). Balancesarising due to accounting anomalies are transferred to non-distributable reserves at the discretion of the directors and these currentlycomprise:

- Straight line adjustments- Deferred taxation on revaluations- Amortisation of debenture premium- Fair value adjustments on investment properties- Fair value adjustments in interest rate swaps

At subsidiary level, it is the Group's policy to allow for the distribution of capital and other unrealised profits to the holding company. Atsubsidiary level, these reserves are shown as distributable, but at Group level, these are classified as non-distributable.

Group Company2015 2014 2015 2014

N$'000 N$'000 N$'000 N$'000

5. INVESTMENT PROPERTIES

Balance at fair value at beginning of year 1 924 634 1 447 264 537 248 497 916Investment properties at valuation 1 977 150 1 483 600 560 800 516 900Cumulative rental straight-line adjustments (52 516) (36 336) (23 552) (18 984)

Acquisitions - 221 105 - -Additions through subsequent expenditure 45 945 168 137 6 536 9 987Fair value adjustment on acquisition date - 30 000 - -Fair value adjustments 182 654 74 307 31 964 33 913Rental straight-line basis adjustment (3 298) (16 179) (2 902) (4 568)Acquisitions - (13 332) - -Statement of comprehensive income - changes in fair value (3 298) (2 847) (2 902) (4 568)

Balance at fair value at end of year 2 149 935 1 924 634 572 846 537 248Investment properties at valuation 2 205 749 1 977 150 599 300 560 800Cumulative rental straight-line adjustments (55 814) (52 516) (26 454) (23 552)

Property descriptions of freehold investment properties are detailed on pages 108 and 109 of this report.

The Maerua Mall expansion and refurbishment project was completed during the 2014 financial year and borrowing costs amounting to N$7million was capitalised to the Investment property during the prior year. No borrowing costs were capitalised during the current year.

Investment properties were independently valued at their market value at 30 June 2015 by T Moulder FRICS FIV (SA) of Broll Valuation andAdvisory Services, based on the discounted cashflow method. The vacant industrial land was valued based on the purchase price for similar landand after taking into account the size, location and physical attributes. The valuator has extensive experience in commercial, retail and industrialvaluations throughout South Africa and Namibia.

Average capitalisation rate is 9.1% (2014: 9.2%) reflecting the nature and location of the property, the tenant and duration of the lease, andwhether the passing rentals were market related.


80

Group Company2015 2014 2015 2014

N$'000 N$'000 N$'000 N$'000

5. INVESTMENT PROPERTIES (continued)

Revenue 269 388 204 792 100 293 92 978Rental - straight-line adjustment 3 298 2 847 2 139 4 807Contractual property rental income earned from investment property 266 090 201 945 98 154 88 171Direct operating expenses arising on the investment properties (75 528) (41 887) (17 667) (13 263)

Net rental income excluding straight line adjustment 193 860 162 905 82 626 79 715

Properties encumbered as follow:All South African properties 252 100 253 000 252 100 253 000Nedbank Limited facility (note 12.2) 121 985 121 908 121 985 121 908

Maerua Mall Node 1 149 400 1 023 650 1 149 400 1 023 650Absa Bank Limited Facilities (note 12.2) 400 000 430 000 400 000 430 000

Erf 132, 135 and 139, Lafrenz 67 000 59 400 67 000 59 400Old Mutual Investment Group Namibia Promissary Notes (note 12.2) 70 000 70 000 70 000 70 000

Erf 7827, Erf 6601, Erf 698, Erf 8081, Erf 6621, Erf 6977, Erf 2671,Erf 334, Baines, Channel Life, M&Z Joule street, Erf 51, Erf 441 - 371 800 - 371 800Capricorn Asset Managemen - 160 000 - 160 000

Gustav Voigts Centre, Channel Life and Baines (2014: Gustav VoigtsCentre) 430 000 270 000 430 000 270 000Nedbank Namibia Limited (note 12.2) 330 000 250 000 330 000 250 000

Company Company2015 2014

N$'000 N$'000

7. INTEREST IN SUBSIDIARIESDetails of the company's subsidiaries are as follows:Total interest in subsidiaries - shares at cost and loans 1 024 785 964 641


6. FURNITURE AND EQUIPMENTAccumulated Net book

Cost depreciation valueN$’000 N$’000 N$’000

GroupBalance at 30 June 2013 207 (178) 29Additions / Depreciation 177 (45) 132Balance at 30 June 2014 384 (223) 161Additions / Depreciation 134 (72) 62Balance at 30 June 2015 518 (295) 223

CompanyBalance at 30 June 2013 94 (65) 29Additions / Depreciation 177 (45) 132Balance at 30 June 2014 271 (110) 161Additions / Depreciation 134 (72) 62Balance at 30 June 2015 405 (182) 223


7. INTEREST IN SUBSIDIARIES (continued)

Comprising:

2015

Name of subsidiary Place of incorporation Issued share Trading Shareand operation capital % Holding accounts investment Indebtedness

N$000 N$000 N$'000 N$'000

CIC Property Holding Trust (Pty) Ltd Namibia 10 000 100 (72) 26 062 (5 398)Allied Cargo (Pty) Ltd Namibia 15 000 100 9 1 188 3 072Maerua Mall (Pty) Ltd Namibia 20 000 100 (17 019) 7 230 346 843Maerua Park Properties (Pty) Ltd Namibia 400 100 (13 757) 7 818 164 152Triple A (Pty) Ltd Namibia 200 100 609 1 573 571Tuinweg (Pty) Ltd Namibia 100 100 1 079 13 967 205 966Verona Investments (Pty) Ltd Namibia 100 100 10 - 5 861United Fitness House (Pty) Ltd Namibia 1 100 15 033 168 17 669Phase Two Properties (Pty) Ltd Namibia 100 100 (130 870) - 373 021

(144 978) 58 006 1 111 757

Total interest in shares and loan accounts 1 024 785

Net cash outflow from Investment Activities - Investment in subsidiary companies (60 144)

2014

Name of subsidiary Place of incorporation Issued share Trading Shareand operation capital % Holding accounts investment Indebtedness

N$000 N$000 N$'000 N$'000

CIC Property Holding Trust (Pty) Ltd Namibia 10 000 100 (66) 26 062 (5 406)Allied Cargo (Pty) Ltd Namibia 15 000 100 9 1 188 3 023Maerua Mall (Pty) Ltd Namibia 20 000 100 (20 697) 7 230 338 010Maerua Park Properties (Pty) Ltd Namibia 400 100 (10 710) 7 818 144 382Triple A (Pty) Ltd Namibia 200 100 609 1 573 571Tuinweg (Pty) Ltd Namibia 100 100 (120) 13 967 205 840Verona Investments (Pty) Ltd Namibia 100 100 10 - 5 862United Fitness House (Pty) Ltd Namibia 1 100 374 168 17 669Phase Two Properties (Pty) Ltd Namibia 100 100 (138 802) - 366 077

(169 393) 58 006 1 076 028

Total interest in shares and loan accounts 964 641

Net cash outflow from Investment Activities - Investment in subsidiary companies (398 214)

All the subsidiary companies are property investment companies.Company Company

2015 2014N$'000 N$'000

Directors' valuation 1 581 566 1 581 566

The directors' valuation is based on the net asset value of the subsidiaries.

The above loans bear interest at variable rates, with no fixed dates of repayment,however the lender undertakes to give at least 13 months written notice to theborrower of any required repayment of the capital sums advanced.

Profits of subsidiaries attributable to the holding company 135 547 67 529

Refer to page 3 for the diagram depicting group structure for more information.


Group Company2015 2014 2015 2014

N$'000 N$'000 N$'000 N$'000

8. OTHER ASSETS

8.1 Deferred expenditureOpening balance 6 057 4 496 2 029 2 835Additions 15 241 5 711 979 170Amortisations (5 662) (3 018) (1 435) (1 137)Movement in short-term portion included in current assets (1 317) (1 132) 122 161

Closing balance of long-term portion 14 319 6 057 1 695 2 029

Closing balance of short-term portion 4 705 3 388 836 958

Leasing commissions and tenant installations are capitalised to deferredexpenditure and are amortised over the remaining lease period of therespective tenant on a straight-line basis.

8.2 Trade and other receivablesTrade receivables 11 393 11 562 6 202 6 180Other receivables 5 767 1 191 2 081 1 107Receiver of Revenue - Value Added Tax ('VAT') - 6 284 - -Less: Provision for impairment (3 319) (5 063) (2 027) (3 725)

13 841 13 974 6 256 3 562

The directors consider that the carrying amount of trade and other receivablesapproximates their fair value.

8.3 Cash and cash equivalents Bank Windhoek Limited (note 12.2) 8 968 7 534 8 966 7 534

Nedbank Namibia Limited (note 12.2) - 5 974 - 5 974Nedbank Limited 820 800 820 800Petty Cash 5 5 5 5

9 793 14 313 9 791 14 313

9. SHARE CAPITAL

Share capital Authorised 200 000 000 (2014 : 200 000 000) ordinary shares of 1 cent each 2 000 2 000 2 000 2 000

1 000 Class A variable rate redeemable preference shares of N$1.00 each 1 1 1 11 000 Class B variable rate redeemable preference shares of N$1.00 each 1 1 1 11 000 Class C variable rate redeemable preference shares of N$1.00 each 1 1 1 11 000 Class D variable rate redeemable preference shares of N$1.00 each 1 1 1 11 000 Class E variable rate redeemable preference shares of N$1.00 each 1 1 1 11 000 Class F variable rate redeemable preference shares of N$1.00 each 1 1 1 1

2 006 2 006 2 006 2 006

Issued

Ordinary shares of 1 cent each at the beginning of the year 661 550 661 550Rights issue of ordinary shares of 1 cent each - 111 - 111

66 050 010 (2014: 66 050 010) ordinary shares of 1 cent each 661 661 661 661

82



Group Company2015 2014 2015 2014

N$'000 N$'000 N$'000 N$'000

10. TREASURY LINKED UNITS

Acquired during the year25 000 Ordinary Shares - - - -25 000 Debentures (note 12.1) (112) - - -Debenture premium (note 12.1) (54) - - -

Closing balance (166) - - -

The portion of the debenture premium eliminated upon purchase of theTreasury linked units is determined based on the remaining debenturepremium at time of purchase devided by the total number of linked unitsin issue.

The change in fair value of listed investments held by Share IncentiveTrust is the net amount of the purchase price of the linked units andthe determined book value of the linked units. (326) - - -

11. NON-DISTRIBUTABLE RESERVES

The Group transfers the following amounts to non-distributable reserves:I. Straight-line adjustments of rental streamsII. Fair value adjustments on investment properties, properties held for

sale and financial instrumentsIII. Realised capital gains or losses on the disposal of investment properties, properties held for sale and investmentsIV. Amortisation of debenture premiumsV. Taxation on any of the above

Opening balance 633 668 527 167 186 929 147 901Movement during the year 192 758 106 501 42 013 39 028

Balance at end of the period 826 426 633 668 228 942 186 929

Comprising: Capital reserves - Realised capital profits 48 892 42 350 39 994 40 040 - Unrealised capital profits (net of deferred taxation) 777 534 591 318 188 948 146 889 - Rental straight-lining (6 540) (5 451) (5 683) (4 214) - Amortisation of debenture premium 39 760 28 518 39 760 28 518 - Fair value adjustment on derivative liability - (2 862) - (2 862) - Bargain purchase gain - 26 670 - - - Fair value adjustment on investment properties 744 314 544 443 154 871 125 447

826 426 633 668 228 942 186 929The unrealised capital reserve is not distributable. Realised capital reservesare under the control of the directors, subject to the requirements ofthe Trust Deed.

12. BORROWINGS

12.1 DEBENTURES AND DEBENTURE PREMIUM

Debentures66 050 010 Debentures of 449 cents each at the beginning of the year 296 565 247 137 296 565 247 137Treasury linked units (note 10) (112) - - -Rights Issue: Issue of 11 008 335 units - 49 428 - 49 428

66 050 010 (2014: 66 050 010) debentures of 449 cents each 296 453 296 565 296 565 296 565


Group Company2015 2014 2015 2014

N$'000 N$'000 N$'000 N$'000

12. BORROWINGS (continued)

12.1 DEBENTURES AND DEBENTURE PREMIUM (continued)

Debenture premium Balance at the beginning of the year comprising: 152 528 40 000 152 528 40 000

Premium arising on listing 20 544 20 544 20 544 20 544Premium arising on new issues 169 970 48 878 169 970 48 878Share issue expenses (9 468) (8 619) (9 468) (8 619)Amortisation of debenture premium (28 518) (20 803) (28 518) (20 803)

Rights issue during the year (54) 120 243 - 120 243Premium arising on new issues - 121 092 - 121 092Treasury linked units (54) - - -Share issue expenses - (849) - (849)Current year amortisation of debenture premium (11 242) (7 715) (11 242) (7 715)

141 232 152 528 141 286 152 528Units in issue are unsecured and bears interest at a variable rate. Thedebenture premium is amortised on a straight-line basis over the minimumcontractual term of the investment, namely the remaining portion of 25years from December 2002.

In terms of the debenture trust deed, the interest entitlement of everydebenture linked to each ordinary share shall not be less than 90% ofnet earnings of the company before debenture interest, depreciation andamortisation, taxes (other than deferred taxation charges) and beforetaking into account both realised and unrealised capital profits but afterprovision for funding costs, whether interest or dividend in nature andalso after transfers to reserves. The interest is payable bi-annually. Thedebentures are redeemable at the option of the holder after 25 yearsfrom 2nd December 2002 being the first date of the allotment of debentures.

12.2 INTEREST BEARING BORROWINGS

The terms of the loan facilities with Capricorn Asset Management areas follow:

3-Year Floating Interest Rate Debenture - 100 000 - 100 000- Loan expired on 9 November 2014.- Interest rate fixed with swap agreement at 10.29% (nacq).

This loan facility bore interest at 3 month JIBAR plus 2%.

3-Year Floating Interest Rate Debenture - 60 000 - 60 000- Loan expired 15 December 2014.- Interest rate fixed with swap agreement at 10.04% (nacq).

The 3-year variable interest rate debenture bore interest at 3 month JIBARplus 2%. This rate had been fixed with a swap derivative for 3 years ending15 December 2014, and gave an effective fixed interest rate of 10.04%(nacq).

The properties previously encumbered as security for the above loans havebeen released and have become available as security for new facilities.

84



Group Company2015 2014 2015 2014

N$'000 N$'000 N$'000 N$'000


12.2 INTEREST BEARING BORROWINGS (continued)

The terms of the loan facility with Bank Windhoek are as follow:

Revolving Credit Floating Interest Rate Facility - - - -- Loan bearing interest at Bank Windhoek prime lending rate (2014: prime lending rate). At 30 June 2015 the account was in a favourable balance and reflected under Cash and Cash equivalents, refer to note 8.3.- This is a N$20 million (2014: N$20 million) facility and is reassessed annually.

The terms of the loan facilities with Nedbank South Africa are as follow:

3-Year Fixed Interest Rate 51 671 51 671 51 671 51 671- Loan expires 24 November 2015.- The loan re-priced to RSA prime less 0.75% on 2 July 2014. In the prior year the loan bore interest at a fixed rate of 10.01%.

5-Year Floating Interest Rate 70 314 70 237 70 314 70 237- Loan expires on 12 April 2017.- Loan bearing interest at a floating interest rate of RSA prime less 0.75% (2014: RSA prime less 0.75%).

These loans are secured by Nedbank over properties in South Africa tothe value of N$252 million.

The terms of the loan facilities with Absa South Africa are as follow:

Absa Revolving Credit Facility 44 011 23 903 44 011 23 903- This is a N$70 million (2014: N$100 million) facility and is reassessed annually. Subsequent to year end, the limit was restored to N$100 million.- Loan bearing variable interest at 1 month JIBAR plus 2% (2014: 1 month JIBAR plus 2%).

Absa Term Loan Facility 329 925 298 924 329 925 298 924 - This loan was convertible to a 3 year term loan facility on 1 September 2014 at a variable rate of 3 month JIBAR rate plus 2.10%.

These loans by Absa are secured by all properties in the Maerua Mallnode to the value of N$1 149 million (2014: N$1 024 million).

The terms of the loan facilities with Nedbank Namibia Limited are asfollow:

Nedbank Namibia Limited Revolving Credit Facility 6 180 - 6 180 -- This is a N$30 million facility and is reassessed annually.- Loan bearing variable interest at 3 month JIBAR plus 2%.


86

Group Company2015 2014 2015 2014

N$'000 N$'000 N$'000 N$'000


12.2 INTEREST BEARING BORROWINGS (continued)

Nedbank Namibia Limited Revolving Credit Facility 160 000 - 160 000 -- This is a N$160 million facility and is reassessed annually.- Loan bearing variable interest at 3 month JIBAR plus 1.75%.

5-Year Floating Interest Rate 140 000 140 898 140 000 140 898- Loan expires 15 November 2018.- Loan bearing interest at a floating interest rate of 3 month JIBAR plus 2%.

These loans by Nedbank Namibia Limited are secured by the Gustav VoigtsCentre, Channel Life Tower and Baines shopping centre to the value ofN$430 million.

Promissory Notes issued to Old Mutual Investment Group Namibia("OMIGNAM")

Promissory Notes 70 000 70 000 70 000 70 000- Promissory notes expire 04 September 2015.- Promissory notes bear variable interest at 3 month JIBAR plus 1.95% plus 0.20% admin fee.

These promissory notes are secured by OMIGNAM over property to thevalue of N$67 million (2014: N$55 million).Domestic Medium Term Note Programme ('DMTNP') - - - -Registered volume of N$500 million.

Total interest bearing borrowings 872 101 815 633 872 101 815 633Less: Classified as current liability (441 862) (184 801) (441 862) (184 801)- Absa Revolving Credit Facility 44 011 23 903 44 011 23 903- Absa Term Loan Facility 110 000 - 110 000 -- Nedbank South Africa 51 671 - 51 671 -- Nedbank South Africa 70 000 - 70 000 -- Capricorn Asset Management 3-Year Floating Interest Rate Debenture - 160 000 - 160 000- Nedbank Namibia Limited 5-Year Floating Interest Rate facility (interest portion) - 898 - 898- Nedbank Namibia Limited Revolving Credit Facility 6 180 - 6 180 -- Nedbank Namibia Limited Revolving Credit Facility 160 000 - 160 000 -

Total non-current portion of interest bearing borrowings 430 239 630 832 430 239 630 832

Total non-current interest bearing borrowings, debentures anddebenture premium 867 924 1 079 925 868 090 1 079 925

The fair value of the fixed interest rate loans, based on the best estimateof market related rates, amount to N$848 million (2014: N$804 million).

The company's articles of association limit the Group's borrowing capacity(excluding debentures) to 60% of its consolidated total assets.

Borrowing capacity (excluding debentures) 1 349 178 1 209 026Less: borrowings (excluding debentures) (872 101) (815 633)

Unutilised borrowing capacity 477 077 393 393



Group Company2015 2014 2015 2014

N$'000 N$'000 N$'000 N$'000

13. DERIVATIVE LIABILITY

Interest Rate Swap AgreementsNotional value Maturity RateN$100 million 14-Oct-17 7.25% 678 - 678 -N$100 million 02-Jul-17 6.85% 1 489 - 1 489 -N$100 million 27-Mar-17 7.49% 1 061 1 128 1 061 1 128N$100 million 09-Nov-15 10.29% 1 025 2 600 1 025 2 600N$55 million 15-Dec-14 10.04% - 545 - 545

Balance at end of year 4 253 4 273 4 253 4 273

Reflected under:Non-current liabilities 574 614 574 614Current liabilities 3 679 3 659 3 679 3 659

4 253 4 273 4 253 4 273

The N$100 million swap maturing 2 July 2017 is a step-up swap. Therate of the swap will increase to 7.35% in year 2 and 7.96% in year 3.

Fair value adjustments on the interest rate swaps are recorded in thestatement of comprehensive income, but has no impact on unitholderdistribution (note 11).

14. DEFERRED TAXATION

Deferred taxation South Africa Opening balance 10 223 4 812 10 223 4 812

Deferred taxation charged to the statement of comprehensive incomeduring the year:

- on revaluations (263) 2 897 (263) 2 897 - building allowance 1 286 1 281 1 286 1 281 - rental straight-line basis adjustment 404 573 404 573 - other 3 160 660 3 160 660

Balance at end of the year 14 810 10 223 14 810 10 223

Deferred taxation Namibia Opening balance 18 974 15 102 1 610 1 570

Deferred taxation charged to the statement of comprehensive incomeduring the year:

- building allowance 15 872 29 135 4 892 1 724 - rate change adjustment - - - - - rental straight-line basis adjustment 685 4 766 302 1 013 - derivative liability 6 810 6 810 - other (19 925) (30 839) (9 663) (3 507)

Balance at end of the year 15 612 18 974 (2 853) 1 610

Total 30 422 29 197 11 957 11 833


88

Group Company2015 2014 2015 2014

N$'000 N$'000 N$'000 N$'000

14. DEFERRED TAXATION (continued)

Comprising temporary differences relating to: Building allowances 115 732 102 540 16 448 10 270Capital allowances 25 16 25 16Investment property revaluations 4 107 4 370 4 107 4 370Tenant installation costs 6 278 3 063 835 985Prepaid expenditure 400 423 400 423Deferred income (836) (895) (836) (895)Deposits received (1 338) (1 042) (368) (331)Rental straight-line basis adjustment 18 419 17 330 8 912 8 206Derivative liability (1 404) (1 410) (1 404) (1 410)Provisions (1 090) (2 033) (1 089) (2 033)Tax losses (109 871) (93 165) (15 073) (7 768)

30 422 29 197 11 957 11 833

15. TRADE AND OTHER PAYABLES

Trade and other payables 16 962 24 665 11 832 21 029

16. DEFERRED INCOME

Rental and recoveries received in advance 2 534 2 760 2 534 2 713

17. INVESTMENT INCOME

Interest received - inter company 862 - 110 535 85 046Interest received - other - 898 - 898

862 898 110 535 85 944

18. OTHER EXPENSES

Other expenses include the following:

Directors' emoluments - executive 3 105 4 427 3 105 4 427 - non-executive 1 811 1 839 1 811 1 839

- for services rendered - -Auditors' remuneration

- current year 743 648 743 648- prior year under provision - 40 - 40- other audit services 41 - 41 -

Provision for impairment of receivables 329 872 (76) 847Salaries and other employee benefits 3 966 1 595 3 966 1 595Other 1 684 1 149 1 648 1 156

11 679 10 570 11 238 10 552

19. FINANCE COSTS

Interest paid 76 137 52 089 76 136 52 089

The above finance costs are incurred on financial liabilities excludingdebentures at amortised cost. Interest on debentures is separately disclosedin the Statements of Comprehensive Income.



Group Company2015 2014 2015 2014

N$'000 N$'000 N$'000 N$'000

20. TAXATION

Namibian normal taxationDeferred tax - building allowance 15 872 27 935 4 892 1 724Deferred tax - rental straight-line basis adjustment 685 366 302 1 013Deferred tax - derivative liability 6 810 6 810Deferred tax - other (19 925) (29 689) (9 663) (3 507)

South African normal taxationDeferred tax - revaluation of investment property (263) 2 897 (263) 2 897Deferred tax - building allowance 1 286 1 281 1 286 1 281Deferred tax - rental straight-line basis adjustment 404 573 404 573Deferred tax - other 3 160 660 3 160 660

Total 1 225 4 833 124 5 451

Tax losses available (332 942) (282 318) (45 676) (23 539)Less: Applied to reduce deferred tax liability 332 942 282 318 45 676 23 539)

Balance unutilised - - - -

% % % % Reconciliation of effective tax rate:

Namibian statutory rateStatutory rate 33.0 33.0 33.0 33.0Capital gains (31.5) (28.2) (19.4) (18.5)Exempt income (1.2) (2.0) (5.6) (3.6)Disallowable expenditure - 1.5 (7.8) 1.3Other 0.4 - - -

Effective rate 0.7 4.3 0.2 12.2

Reconciliation of effective tax rate for South African operations only:South African statutory rate 28.0 28.0 28.0 28.0Capital gains 0.6 (4.2) 0.6 (4.2)Disallowable expenditure 1.7 1.6 1.7 1.6Prior year adjustment - 3.2 - 3.2Statutory rate difference 3.5 2.2 3.5 2.2Deemed South African expenditure (10.5) (12.9) (10.5) (12.9)

Effective rate 23.3 17.9 23.3 17.9


Group Group2015 2014 2015 2014

cents per cents perN$'000 N$'000 unit/share unit/share

21. EARNINGS PER SHARE

The reconciliation to undistributed earnings is based on the weighted number of units of 66 048 968 (2014: 61 676 835) in issue at the end of the respective distribution period and is calculated as follows:

GroupEarnings attributable to shares 191 283 106 857 289.61 173.25Debenture interest 104 689 97 754 158.50 158.49Earnings attributable to linked units 295 972 204 611 448.11 331.74Adjustments for:Amortisation of debenture premium (11 242) (7 715) (17.02) (12.51)Capital profits (179 306) (96 878) (271.47) (157.07)- Fair value adjustments on investment property (182 654) (74 307) (276.54) (120.48)- Change in fair value of listed investment held by Share Incentive Trust 326 - 0.49 -- Bargain purchase gain - (26 670) - (43.24)- Deferred tax on fair value adjustment of investment property (263) 2 897 (0.39) 4.70 - Fair value adjustments on derivative liability (19) (2 455) (0.03) (3.98) - Deferred tax on fair value adjustment of derivative liability 6 810 0.01 1.31- Rental straight-line basis adjustment to revaluation 3 298 2 847 4.99 4.62

Headline earnings attributable to linked units 105 424 100 018 159.62 162.16Debenture interest (104 689) (97 754) (158.50) (158.49)

Headline earnings attributable to shares 735 2 264 1.12 3.67

Distribution attributable to linked unitholdersThe reconciliation to undistributed earnings is based on the actualnumber of units of 66 050 010 (2014: 66 050 010) in issue at theend of the respective distribution period and is calculated as follows:

Basic earnings attributable to shareholders 735 2 264 Debenture interest 104 689 97 754 Rental straight-lining net of deferred taxation (2 210) (1 908)Distributable earnings 103 214 98 110 156.27 148.54

1st half distribution (47 391) (44 419) (71.75) (67.25)2nd half distribution (57 298) (53 335) (86.75) (80.75)

Undistributed income for the year (1 475) 356 (2.23) 0.54

Distribution attributable to linked unitholdersInterest - paid 47 391 44 419 71.75 67.25 - declared 57 298 53 335 86.75 80.75

104 689 97 754 158.50 148.00

90



Company Company2015 2014 2015 2014

cents per cents perN$'000 N$'000 unit/share unit/share

21. EARNINGS PER SHARE (continued)

CompanyEarnings attributable to shares 55 736 39 328 84.39 63.76Debenture interest 104 689 97 754 158.50 148.00Earnings attributable to linked units 160 425 137 082 242.89 211.76Adjustments for:Amortisation of debenture premium (11 242) (7 715) (17.02) (12.51)Changes in fair value of investment property (29 338) (28 093) (44.40) (42.87)- As per valuations (31 964) (33 913) (48.39) (54.98)- Deferred tax on fair value adjustments (263) 2 897 (0.40) 4.70- Fair value adjustments on derivative liability (19) (2 455) - -- Deferred tax on fair value adjustment of derivative liability 6 810 - -- Rental straight-line basis adjustment 2 902 4 568 4.39 7.41

Headline earnings attributable to linked units 119 845 101 274 181.47 156.38Debenture interest (104 689) (97 754) (158.50) (148.00)

Headline earnings attributable to shares 15 156 3 520 22.97 8.38Distribution attributable to linked unitholdersInterest - paid 47 391 44 419 71.75 67.25 - declared 57 298 53 335 86.75 80.75

104 689 97 754 158.50 148.00

22. LEASES

The Group conducts its rental activities of its investment properties in Namibia and South Africa under operating leases. Contractual rentalincome earned during the year was N$266,1 million (2014: N$201,9 million). The properties are managed and maintained by independentreal estate managers at a cost of N$5,0 million (2014: N$3,9 million).

Group Company2015 2014 2015 2014

N$'000 N$'000 N$'000 N$'000

The future minimum lease commitments receivable under non-cancellable operating leases are as follows:

Not later than 1 yearContractual income 201 211 191 942 80 361 86 176

Later than 1 year and not later than 5 yearsContractual income 472 550 439 462 237 051 272 899

Later than 5 yearsContractual income 108 332 91 090 33 862 32 575


Group Company2015 2014 2015 2014

N$'000 N$'000 N$'000 N$'000

23. RECONCILIATION OF NET INCOME BEFORE TAX TO CASHGENERATED FROM OPERATING ACTIVITIES

Profit before tax 192 508 111 690 55 860 44 779Adjustments: (13 224) 38 715 13 385 20 469Fair value adjustments to investment property (182 654) (74 307) (31 964) (33 913)Bargain purchase gain (note 26) - (26 670) - -Fair value adjustment to derivative liability (19) (2 455) (19) (2 455)Fair value adjustment to listed investment 326 - - -Dividend received - - (14 439) -Investment income (862) (898) (110 535) (85 944)Finance costs 76 137 52 089 76 136 52 089Distributions to linked unitholders 104 689 97 754 104 689 97 754Straight-line basis adjustment to revenue (3 298) (2 847) (2 139) (4 807)Straight-line basis adjustment to fair value adjustment oninvestment property 3 298 2 847 2 902 4 568Provision for impairment of receivables 329 872 (76) 847Amortisation of debenture premium (11 242) (7 715) (11 242) (7 715)Depreciation 72 45 72 45Working capital changes: (17 705) (10 977) (11 538) 9 213Movement in trade and other receivables (196) (1 506) (2 618) (3 681)Movement in deferred expenditure (9 579) (2 693) 456 967Movement in trade and other payables (7 930) (6 778) (9 376) 11 927

161 579 139 428 57 707 74 46124. DISTRIBUTION PAID TO LINKED UNITHOLDERS

Debenture interest paid is reconciled as follows:Amounts unpaid at beginning of the year (53 354) (39 789) (53 354) (39 789)Amounts charged to the income statement (104 689) (97 754) (104 689) (97 754)Amounts unpaid at end of the year 57 322 53 354 57 322 53 354

(100 721) (84 189) (100 721) (84 189)25. DIVIDEND RECEIVED

Dividend received is reconciled as follows:Amounts receivable at beginning of the year - - - -Amounts raised in the income statement - - 14 439 -Amounts receivable at end of the year - - (14 439) -

- - - -26. BARGAIN PURCHASE GAIN

Effective 1 November 2013 Oryx Properties Limited acquired Tuinweg(Proprietary) Limited, the owner of the Gustav Voigts Centre located inWindhoek, Namibia.

Extract of fair values of assets and liabilities as at 30 October 2013N$'000

Non-current assets Investment properties 236 667 - At valuation 250 000 - Straight-line basis adjustment (13 333)Rental receivable- straight-line basis adjustment 13 333

Current assetsTrade and other receivables 2 816

92



26. BARGAIN PURCHASE GAIN (continued)

Extract of fair values of assets and liabilities as at 30 October 2013 (continued) Group 2014 N$'000

Non-current liabilitiesDeferred taxation (4 452)

Current liabilitiesTrade and other payables (1 694)Interest bearing borrowings (205 327)Net asset value 41 343

Elimination of interest bearing borrowings 205 327 246 670

Consideration paid (220 000)

Bargain purchase gain 26 670

Net profit at acquisition before interest distributions 8 142Distributions and dividends at acquisition to previous shareholders (8 142)

-Distributable reserves at acquisition 29

29

Total Retail Industrial Offices FundN$’000 N$’000 N$’000 N$’000 N$’000

27. SEGMENT INFORMATION

Group2015Statement of comprehensive income

Rental - cash flow basis 266 090 166 064 72 368 27 658 -Rental - straight-line adjustment 3 298 628 1 897 773 -Revenue 269 388 166 692 74 265 28 431 -Rental expenses (75 528) (57 398) (9 857) (8 201) (72)Net rental income 193 860 109 294 64 408 20 230 (72)Investment income 862 (104 173) (5 606) (5 466) 116 107Amortisation of debenture premium 11 242 - - - 11 242Changes in fair value of derivative liability 19 - - - 19Changes in fair value of listed investments held byShare Incentive Trust (326) - - - (326)Portfolio expenses (11 679) (436) (2 356) 719 (9 606)Investment property fair value adjustments 179 356 125 479 48 969 4 908 -Finance costs (76 137) 329 (8 787) (330) (67 349)Debenture interest (104 689) - - - (104 689)Taxation (1 225) (208) (5 310) (472) 4 765

Comprehensive income for the year 191 283 130 285 91 318 19 589 (49 909)

Statement of financial positionProperties - at valuation 2 205 749 1 370 400 626 349 209 000 -Properties - straight-line basis adjustment (55 814) (27 051) (26 732) (2 031) -Other assets 98 695 53 438 31 223 2 900 11 134

Total assets 2 248 630 1 396 787 630 840 209 869 11 134

Total liabilities 1 421 279 (1 730) 392 741 108 081 922 187

Capital expenditure 45 945 45 182 683 80 -


94


27. SEGMENT INFORMATION (continued)

Group2014Statement of comprehensive income

Rental - cash flow basis 201 945 119 127 65 585 17 233 -Rental - straight-line adjustment 2 847 (1 635) 4 737 (255) -Revenue 204 792 117 492 70 322 16 978 -Rental expenses (41 887) (31 545) (6 789) (3 807) 254Net rental income 162 905 85 947 63 533 13 171 254Investment income 898 (85 012) 113 30 85 767Amortisation of debenture premium 7 715 - - - 7 715Changes in fair value of derivative liability 2 455 - - - 2 455Portfolio expenses (10 570) (2) (750) (179) (9 639)Bargain purchase gain 26 670 26 670 - - -Investment property fair value adjustments 71 460 22 578 33 258 15 624 -Finance costs (52 089) - (10 247) - (41 842)Debenture interest (97 754) - - - (97 754)Taxation (4 833) 511 (6 402) 84 974


Statement of financial position Properties - at valuation 1 977 150 1 225 400 574 800 176 950 -

Properties - straight-line basis adjustment (52 516) (27 281) (24 835) (400) -Other assets 90 409 218 438 276 236 68 748 (473 013)

Total assets 2 015 043 1 416 557 826 201 245 298 (473 013)

Total liabilities 1 378 975 52 843 386 099 45 116 894 917

Capital expenditure 389 242 382 156 5 505 1 581 -

Company2015Statement of comprehensive income

Rental - cash flow basis 98 154 9 136 72 368 10 370 6 280Rental - straight-line adjustment 2 139 103 1 897 139 -Revenue 100 293 9 239 74 265 10 509 6 280Rental expenses (17 667) (4 100) (9 857) (3 638) (72)Net rental income 82 626 5 139 64 408 6 871 6 208Investment income 110 535 12 (5 606) 19 116 110Dividend received 14 439 - - - 14 439Amortisation of debenture premium 11 242 - - - 11 242Changes in fair value of derivative liability 19 - - - 19Portfolio expenses (11 238) (30) (1 766) 127 (9 569)Investment property fair value adjustments 29 062 3 066 18 615 7 381 -Finance costs (76 136) - (8 787) - (67 349)Debenture interest (104 689) - - - (104 689)Taxation (124) (34) (4 809) (46) 4 765




Company2014Statement of comprehensive income

Rental - cash flow basis 88 171 7 137 65 585 9 717 5 732Rental - straight-line adjustment 4 807 236 4 737 (166) -Revenue 92 978 7 373 70 322 9 551 5 732Rental expenses (13 263) (3 404) (6 789) (3 324) 254Net rental income 79 715 3 969 63 533 6 227 5 986Investment income 85 944 18 113 46 85 767Amortisation of debenture premium 7 715 - - - 7 715Changes in fair value of derivative liability 2 455 - - - 2 455Portfolio expenses (10 552) 21 (904) (24) (9 645)Investment property fair value adjustments 29 345 (837) 24 351 5 831 -Finance costs (52 089) - (10 247) - (41 842)Debenture interest (97 754) - - - (97 754)Taxation (5 451) (78) (6 402) 55 974


Statement of financial positionProperties - at valuation 560 800 46 000 452 400 62 400 -Properties - straight-line basis adjustment (23 552) (412) (23 520) 380 -Other assets 1 010 532 28 699 276 431 44 012 661 390

Total assets 1 547 780 74 287 705 311 106 792 661 390


Capital expenditure 9 987 2 901 5 505 1 581 -


27. SEGMENT INFORMATION (continued)

Company (continued)2015Statement of financial position

Properties - at valuation 599 300 55 000 474 300 70 000 -Properties - straight-line basis adjustment (26 454) (515) (26 180) 241 -Other assets 1 070 592 34 673 311 323 51 150 673 446

Total assets 1 643 438 89 158 759 443 121 391 673 446


Capital expenditure 6 536 5 831 625 80 -

28. CONTINGENT LIABILITIES AND GUARANTEES

Guarantees to the amount of N$52 789 (2014 : N$37 550) issued in favour of the City of Windhoek for electricity and water deposits forlocal companies, N$150 000 towards Nelson Mandela Bay Municipality, South Africa and a further N$690 000 performance guarantee inrespect of the Maerua Mall expansion and refurbishment project.

The tenant of Erf 6173 in Port Elizabeth, South Africa, was placed into liquidation during the prior financial year. A replacement tenant hadbeen found and the premises are fully let. At the reporting date, the vacated tenant had a liability of approximately N$11,2 million towardsa municipality. Oryx, as the landlord, could potentially be held liable. Oryx Properties Limited, however, holds surety from the tenant’s holdingcompany, against all its obligations and is of the opinion that solid grounds exist to contest the claim, should the municipality decide to holdOryx liable for the arrear electricity.


96

At fair value Financial Non-financialthrough profit Loans and liabilities at assets and

Notes and loss receivables amortised cost liabilities TotalN$'000 N$'000 N$'000 N$'000 N$'000

29.1 STATEMENTS OF FINANCIAL POSITIONCATEGORIES OF FINANCIAL INSTRUMENTS

Group2015ASSETSInvestment properties 5 - - - 2 149 935 2 149 935Furniture and equipment 6 - - - 223 223Deferred expenditure 8.1 - - - 19 024 19 024Rental receivable straight-line basis adjustment - - - 55 814 55 814Trade and other receivables 8.2 - 8 074 - 5 767 13 841Cash and cash equivalents 8.3 - 9 793 - - 9 793

Total assets - 17 867 - 2 230 763 2 248 630

LIABILITIESDebentures 12.1 - - 296 453 - 296 453Debenture premium 12.1 - - 141 232 - 141 232Interest bearing borrowings 12.2 - - 872 101 - 872 101Derivative liability 13 4 253 - - - 4 253Deferred taxation 14 - - - 30 422 30 422Trade and other payables 15 - - 16 962 - 16 962Deferred Income 16 - - - 2 534 2 534Linked unitholders for distribution - - 57 322 - 57 322

Total liabilities 4 253 - 1 384 070 32 956 1 421 279

Group2014ASSETSInvestment properties 5 - - - 1 924 634 1 924 634Furniture and equipment 6 - - - 161 161Deferred expenditure 8.1 - - - 9 445 9 445Rental receivable straight-line basis adjustment - - - 47 707 47 707Trade and other receivables 8.2 - 12 783 - 6 000 18 783Cash and cash equivalents 8.3 - 14 313 - - 14 313

Total assets - 27 096 - 1 987 947 2 015 043

LIABILITIESDebentures 12.1 - - 296 565 - 296 565Debenture premium 12.1 - - 152 528 - 152 528Interest bearing borrowings 12.2 - - 815 633 - 815 633Derivative liability 13 4 273 - - - 614Deferred taxation 14 - - - 29 197 29 197Trade and other payables 15 - - 24 665 - 28 324Deferred income 16 - - - 2 760 2 760Linked unitholders for distribution - - 53 354 - 53 354




At fair value Financial Non-financialthrough profit Loans and liabilities at assets and

Notes and loss receivables amortised cost liabilities TotalN$'000 N$'000 N$'000 N$'000 N$'000

29.1 STATEMENTS OF FINANCIAL POSITION (continued)CATEGORIES OF FINANCIAL INSTRUMENTS (continued)

Company2015ASSETSInvestment properties 5 - - - 572 846 572 846Furniture and equipment 6 - - - 223 223Interest in subsidiaries 7 - 966 779 - 58 006 1 024 785Deferred expenditure 8.1 - - - 2 531 2 531Rental receivable straight-line basis adjustment - - - 27 006 27 006Trade and other receivables 8.2 - 4 175 - 2 081 6 256Cash and cash equivalents 8.3 - 9 791 - - 9 791

Total assets - 980 745 - 662 693 1 643 438

LIABILITIESDebentures 12.1 - - 296 565 - 296 565Debenture premium 12.1 - - 141 286 - 141 286Interest bearing borrowings 12.2 - - 872 101 - 872 101Derivative liability 13 4 253 - - - 4 253Deferred taxation 14 - - - 11 957 11 957Trade and other payables 15 - - 11 832 - 11 832Deferred income 16 - - - 2 534 2 534Linked unitholders for distribution - - 57 322 - 57 322


Company2014ASSETSInvestment properties 5 - - - 537 248 537 248Furniture and equipment 6 - - - 161 161Interest in subsidiaries 7 - 906 635 - 58 006 964 641Deferred expenditure 8.1 - - - 2 987 2 987Rental receivable straight-line basis adjustment - - - 23 972 23 972Trade and other receivables 8.2 - 2 455 - 2 003 4 458Cash and cash equivalents 8.3 - 14 313 - - 14 313

Total assets - 923 403 - 624 377 1 547 780

LIABILITIESDebentures 12.1 - - 296 565 - 296 565Debenture premium 12.1 - - 152 528 - 152 528Interest bearing borrowings 12.2 - - 815 633 - 815 633Derivative liability 13 4 273 - - - 614Deferred taxation 14 - - - 11 833 11 833Trade and other payables 15 - - 21 029 - 24 688Deferred income 16 - - - 2 713 2 713Linked unitholders for distribution - - 53 354 - 53 354



98

29.2 STATEMENTS OF FINANCIAL POSITION - FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS

An entity is required in terms of IFRS 7 to disclose for each class of financial instrument that is carried at fair value, the level into which thefair value measurement will be classified in the fair value hierarchy.

The fair value hierarchy quantifies the significance and nature of the inputs that was used in measuring the fair value of each class of financialinstrument. The lowest level input used that is significant to the fair value measurement will determine the level into which it is categorised.

The table below provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped intolevels 1 to 3 based on the degree to which the fair value is observable.– Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets and liabilities;– Level 2 fair value measurements are those derived from inputs other than quoted prices included within level 1 that are observable for the asset and liability, either directly or indirectly; and– Level 3 fair value measurements are those derived from valuation techniques that include inputs for asset or liability that are not based on observable market data.

Data is considered by the Group to be ‘market-based’ if the data is reliable, based on consensus within reasonable narrow, observable ranges,provided by sources that are actively involved in the relevant market, and supported by actual market transactions.

Designated atLevel 1 Level 2 Level 3 fair value

Notes N$'000 N$'000 N$'000 N$'000

Group2015ASSETSInvestment properties - at valuation 5 - 2 205 749 - 2 205 749

LIABILITIESDerivative liability 13 - 4 253 - 4 253

2014ASSETSInvestment properties - at valuation 5 - 1 977 150 - 1 977 150


Company2015ASSETSInvestment properties - at valuation 5 - 599 300 - 599 300


2014ASSETSInvestment properties - at valuation 5 - 560 800 - 560 800


There were no transfers between level 1, 2 or 3 during the year.



29.2 STATEMENTS OF FINANCIAL POSITION - FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS (continued)

LEVEL 1 INSTRUMENTS - VALUATION TECHNIQUE

The fair value of these instruments is based on quoted market prices, industry bank or pricing service.


Assets Valuation Technique Key inputsInvestment properties - at valuation:

Discount rates,Capitalisation rates,Reversionary

Discounted cashflow model Capitalisation rates

Capitalisation rates,Reversionary

Reversionary rate method Capitalisation ratesPerpetuity method Capitalisation rates

Liabilities Valuation Technique Key inputsDerivative liability Discounted cashflow model Discount rates

An appropriate valuation technique for estimating the fair value of a particular financial instrument would incorporate observable market dataabout the market conditions and other factors that are likely to affect the instrument’s fair value. Inputs are selected on a basis that is consistentwith the characteristics of the instrument that market participants would take into account in a transaction for that instrument. Principal inputsto valuation techniques applied by the Group include, but are not limited to, the following:

Discount rate: Where discounted cashflow techniques are used, estimates and the discount rate used is a market rate at the reporting datefor an instrument with similar terms and conditions.

The time value of money: The business may use well-accepted and readily observable general interest rates or an appropriate swap rate, asthe benchmark rate to derive the present value of a future cashflow.


The Group has no financial instruments classified as level 3 financial instruments.

30. FINANCIAL RISK MANAGEMENT

The Group's financial instruments consist mainly of deposits with banks, interest-bearing liabilities, derivative instruments, trade and otherreceivables, trade and other payables, debentures and linked unitholders for distribution. In the normal course of its operations, the Group isinter alia exposed to capital, credit, liquidity and market risk. In order to manage these risks, the Group may enter into transactions that makeuse of derivatives. The Group does not speculate in or engage in the trading of derivative instruments.

30.1 Capital risk managementCapital is actively managed to ensure that the Group is properly capitalised and funded at all times, having regard to its regulatory needs,prudent management and the needs of all its stakeholders.

The Group has a business planning process that runs on an annual cycle with regular updates to projections. It is through this process, whichincludes risk and sensitivity analyses of forecasts, that the Group's capital is managed. Specifically the Group has adopted the following capitalmanagement policies:

• Maintenance, as a minimum, of capital sufficient to meet the statutory requirements and such additional capital as management believesis necessary; and

• Maintenance of an appropriate level of liquidity at all times. The Group further ensures that it can meet its expected capital and financingneeds at all times, having regard to the business plans, forecasts and any strategic initiatives.

The Group has both qualitative and quantitative risk management procedures to monitor the key risks and sensitivities of the business. Thisis achieved through scenario analyses and risk assessments. From an understanding of the principal risks, appropriate risk limits and controlsare defined.

As at 30 June 2015 the gearing ratio was 38.8% (2014: 40.5%).


100

30. FINANCIAL RISK MANAGEMENT (continued)

30.2 Credit risk managementCredit risk is the risk of loss associated with a counterparty’s failure or inability to fulfil its contractual obligations. The valuation of the relevantfinancial instrument takes into account the effect of credit risk on fair value by including an appropriate adjustment for the risk taken.

The Group's credit risk is primarily attributable to its trade receivables. The amounts presented in the balance sheet are net of allowances fordoubtful receivables. An allowance for impairment is made where there is an identified loss event which, based on previous experience, isevidence of a reduction in the recoverability of the cash flows. The Group has no significant concentration of credit risk, with exposure spreadover a large number of counterparties and customers.

The Group's financial assets that are potentially subject to credit risk include cash resources as well as trade and other receivables. The creditrisk attached to the Group's cash resources is minimised by its cash resources only being placed with reputable financial institutions, as wellas by keeping cash on hand to a relatively low level. Credit risk with respect to trade and other receivables is limited due to the large and diversetenant base. In addition tenant creditworthiness is thoroughly assessed before leases are signed. The credit risk relating to the subsidiary loansare regarded as insignificant due to the group structure and loan terms.

Group Company2015 2014 2015 2014

N$'000 N$'000 N$'000 N$'000

Total credit exposureInterest in subsidiaries (excluding shares) (note 7) - - 966 779 906 635Trade receivables (less impairment) (note 8.2) 8 074 12 783 4 175 2 455Cash and cash equivalents (note 8.3) 9 793 14 313 9 791 14 313

17 867 27 096 980 745 923 403

The total credit exposure relates to cash resources and trade and other receivables. Although the Group does not perceive there to be a creditrisk relating to cash resources, the exposure to a single counterparty with respect to tenant receivables could be a potential for risk. The top5 tenants by rental area are disclosed on page 27 of this report and 81% (2014: 87%) of total floor space is occupied by major SouthernAfrican companies or their franchisees and major Namibian tenants.

Nedbank Namibia Limited adopts the rating of its holding company Nedbank Group Limited, which is the same as for Nedbank Limited reflectedabove.

Group Company2015 2014 2015 2014

N$'000 N$'000 N$'000 N$'000

The following table represents relevant information on trade and otherreceivables at the balance sheet date:

Other receivables 5 767 1 191 2 081 1 107Trade receivables 8 074 6 499 4 175 2 455Receiver of Revenue - VAT - 6 284 - -

13 841 13 974 6 256 3 562

Trade receivables before impairment 11 393 11 562 6 202 6 180Bad debt provision (3 319) (5 063) (2 027) (3 725)

Fair value of trade receivables 8 074 6 499 4 175 2 455

Cash and cash equivalents Short term Long term Outlook Credit rating agencyBank Windhoek Limited A1+(NA) AA(NA)/A(ZA) Stable GlobalNedbank Namibia Limited (Below) Below Below Below BelowNedbank Limited F1+(zaf) AA(zaf) Stable FitchNedbank Limited P-1(za) A1(za) Stable Moody's


Group Company2015 2014 2015 2014

N$'000 N$'000 N$'000 N$'000


30.2 Credit risk management (continued)Impaired 3 319 5 063 2 027 3 725Not impaired 3 025 680 - -Total past due 6 344 5 743 2 027 3 725Neither past due nor impaired 5 049 5 819 4 175 2 455

Total trade receivables 11 393 11 562 6 202 6 180

Age analysisCurrent 5 049 5 819 3 129 3 14830 days 1 408 202 789 16560 days 602 256 235 25590+ days 4 334 5 285 2 049 2 612

11 393 11 562 6 202 6 180

* All outstanding balances with the exception of current are defined as being past due.

Provision for doubtful debtsOpening balance 5 063 4 160 3 725 2 846Additional provisions 329 872 (76) 847Reversals/Write-offs (2 073) 31 - 32

Closing balance 3 319 5 063 3 649 3 725

30.3 Market risk

Interest rate riskInterest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interestrate. Interest rate movements impact on the value of the Group's short-term cash investments, interest bearing borrowings, accounts receivableand payable. The exposure to interest rate risk is managed through monitoring cash flows, investing surplus cash at negotiated rates and fixinginterest rates on borrowings when appropriate, which enables the Group to maximise returns while minimising risks. Currently 46% (2014:38%) of interest bearing borrowings have a fixed interest rate.

The Group is exposed to interest rate fluctuations as not all the debts are fixed at year end.

Management is monitoring the situation and will fix a portion of the floating debt when interest rate increases are expected.

The below table illustrates the potential impact a 1% change in interest rates could have on the profit before debenture interest, assumingthe full balance at reporting date attracts interest.



102


30.4 Liquidity risk managementLiquidity risk is the risk that cash may not be available to pay obligations when due at a reasonable cost. The Group proactively manages itsliquidity risk by regularly assessing working capital requirements and monitoring cash flows, whilst ensuring surplus cash is invested in a mannerto achieve maximum returns.

The following table details the Group's remaining contractual maturity for its financial liabilities. The table has been drawn up based on theactual settlement amounts of financial liabilities based on the earliest date on which the Group can be required to pay.

Group CompanyBalance at 1% Interest Balance at 1% Interest

Notes reporting date impact reporting date impact N$'000 N$'000 N$'000 N$'000


30.3 Market risk (continued)Interest rate risk (continued)

2015ASSETSNon-current assetsInterest in subsidiaries (excluding shares) 7 - - 966 779 9 668Current assetsTrade and other receivables 8.2 11 393 114 6 202 62Cash and cash equivalents 8.3 9 793 98 9 791 98

LIABILITIESNon-current liabilitiesInterest bearing borrowings 12.2 430 239 4 302 430 239 4 302Current liabilitiesTrade and other payables 15 2 069 21 2 255 23Interest bearing borrowings 12.2 441 862 4 419 441 862 4 419

(852 984) (8 530) 108 416 1 0842014ASSETSNon-current assetsInterest in subsidiaries 7 - - 906 635 9 066Current assetsTrade and other receivables 8.2 11 562 116 6 180 62Cash and cash equivalents 8.3 14 313 143 14 313 143

LIABILITIESNon-current liabilitiesInterest bearing borrowings 12.2 630 832 6 308 630 832 6 308Current liabilitiesTrade and other payables 15 13 398 134 12 392 124Interest bearing borrowings 12.2 184 801 1 848 184 801 1 848

(803 156) (8 031) 99 103 991


Group Company2015 2014 2015 2014

N$'000 N$'000 N$'000 N$'000


30.4 Liquidity risk management (continued)Less than 3 months- Trade and other payables 16 962 28 324 11 831 24 688- Distributions payable 57 322 53 354 - 53 354- Interest payable * 8 846 3 451 8 846 3 451Between 3 months and 1 year- Interest payable * 37 725 17 255 37 725 17 255- Interest bearing borrowings 441 862 184 801 441 862 184 801Between 1 and 5 years- Interest bearing borrowings 430 239 630 832 430 239 630 832- Interest payable * 62 953 10 114 62 953 10 114After 5 years- Debentures and debenture premium 296 453 296 565 296 565 247 137

1 352 362 1 224 696 1 290 021 1 171 632

* Includes payments of fixed interest rates inherent in the swap agreements.

At 30 June 2015, the Group had access to financial facilities, of which N$70 million (2014 : N$246 million) is unutilised and has a remainingborrowing capacity in terms of the articles of association of N$477 million (2014: N$393 million). The Group expects to meet its obligationsfrom operating cash flows and long term debt. The interest bearing borrowings and debentures will be re-financed on maturity.

Bank Windhoek Revolving Credit Facilities were in a favourable balance at the reporting date and thus classified under Cash and Cash equivalents.Absa and Nedbank Namibia Limited Revolving Credit Facilities are classified under Current liabilities. An annual review that has to be performedon all the Revolving Credit Facilities before it is extended for another 12 month period.

Debentures are required to be discounted in terms of IFRS 7, however due to the nature of a property loan stock company, it is impractical todo so. Returns on debentures are paid in the form of debenture interest, which is calculated based on the profits in the Group at the end ofthe reporting period. Such profits cannot be reliably estimated to the maturity date of the debentures.

30.5 Foreign currency risk managementThe Group undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. Exchangerate exposures are managed within approved parameters. There were no foreign currency denominated monetary assets or monetary liabilitiesat the end of the reporting period.

31. RELATED PARTY TRANSACTIONS

Transactions between the company and its subsidiaries, which are related parties of the company, have been eliminated on consolidation (withthe exception of capitalised interest during the course of development) and are not disclosed in this note. Details of transactions between theGroup and other related parties are disclosed below:

Group Company2015 2014 2015 2014

N$'000 N$'000 N$'000 N$'000

PARTY CONCERNED TRANSACTIONDirectors' fees - Executive remuneration 3 105 4 427 3 105 4 427

- Non-executive 1 811 1 839 1 811 1 839Trustee fees - Trustees of Share Incentive Trust - - 37 -

The remuneration of directors is determined by the Board

Wavelengths 1194 CC - Property development consultation fees: - 1 680 - 1 680


Maerua Mall regional retail centre & office tower complex - Cnr Jan Jonker and Robert Mugabe Avenues, Windhoek.

104

Group2015 2014

N$'000 N$'000

32. CAPITAL COMMITMENTS

Authorised and not contracted 160 000 3 500Authorised and contracted 20 000 19 500

180 000 23 000

33. SUBSEQUENT EVENTS

At a general meeting of unitholders on 4 August 2015, the approval was obtained for a rights issue for one additional linked unit for everyfive linked units held. The rights issue will recapitalise the Company, reduce the gearing ratio, mitigate against the risk of the rising interestrates and reposition the statement of financial position for the project pipeline ready to be rolled out.

Further, the Company adopted and ratified the agreement of sale of Erf 2604, Erf 2605, Erf 2608 and Erf 3766 Korsten, Port Elizabeth forthe total purchase consideration of N$62,5 million (immovable property and rental in advance for early transfer). The deed of sale is subjectto and conditional upon the purchaser making due diligence enquiries and a number of suspensive conditions to be met.



UNITHOLDERS' DIARY

Financial year end 30 June

Annual general meeting 25 November 2015

Distribution plan dates in respect of the financial year ending 30 June 2016:

Financial period Declaration date Last date to register Payment date

First half to31 December 2015 Friday 4 March 2016 Friday 18 March 2016 Thursday 24 March 2016

Second half to30 June 2016 Monday 29 August 2016 Friday 9 September 2016 Friday 30 September 2016

2015

Analysis of unitholders Number of % of Number of % ofunitholders unitholders units held issued units

Size of holding1 - 99 1 0.3 41 -

100 - 499 101 33.2 21 774 - 500 - 999 12 3.9 8 800 -

1000 - 1999 33 10.9 41 621 0.1 2000 - 2999 21 6.9 49 118 0.13000 - 3999 6 2.0 20 480 -4000 - 4999 9 3.0 40 381 0.15000 - 10 000 17 5.6 116 205 0.2

Over 10 000 104 34.2 65 751 590 99.5

304 100.0 66 050 010 100.0Type of unitholdersIndividuals & estates 241 79.3 3 629 876 5.5Trusts 3 1.0 72 300 0.1Nominee companies 29 9.5 44 256 028 67.0Nominee private clients 6 2.0 60 136 0.1Nominee Corporates 5 1.6 1 051 894 1.6Nominee Pension Fund 3 1.0 9 419 -Corporate bodies 6 2.0 16 402 635 24.8

Significant unitholders Number ofunits held %

Unitholders invested in 1% or more of the companyStandard Bank Namibia Nominees (Pty) Ltd 36 308 848 55.0TLP Investments One Three Seven (Pty) Ltd 14 572 335 22.1CBN Nominees (Pty) Ltd 4 792 106 7.3First National Bank Nominees (Pty) Ltd 3 683 228 5.6RMBT Investments (Pty) Ltd 1 360 800 2.1

* Shares held by nominees consist of units held on behalf of various unit holders 60 717 317 92.1

ANALYSIS OF LINKED UNITHOLDERS

UNITHOLDER INFORMATION

2015 (continued)

Unitholder spread Number of Number ofunitholders % units held %

Non-publicHeld by Directors: Direct 3 1.0 67 990 0.1 Indirect 2 0.7 4 048 283 6.1Holdings > 10% of issued units 2 0.7 50 881 183 77.0Public 297 97.6 11 052 554 16.8

TOTAL 304 100.0 66 050 010 100.0

ANALYSIS OF LINKED UNITHOLDERS (continued)

106

UNITHOLDER INFORMATION (continued)

2014

Analysis of unitholders Number of % of Number of % ofunitholders unitholders units held issued units

Size of holding1 - 99 1 0.4 41 -

100 - 499 102 34.9 21 528 - 500 - 999 13 4.4 9 604 -1000 - 1999 29 9.8 36 192 0.1 2000 - 2999 19 6.4 43 705 0.13000 - 3999 8 2.6 27 922 -4000 - 4999 11 3.6 48 429 0.15000 - 10 000 15 5.1 99 553 0.2

Over 10 000 97 32.8 65 763 036 99.5

295 100.0 66 050 010 100.0Type of unitholdersIndividuals & estates 240 81.4 3 520 154 5.3Trusts 12 4.1 520 222 0.9Nominee companies 36 12.2 45 206 799 68.4Nominee private clients - - - -Corporate bodies 7 2.4 16 752 835 25.4

Significant unitholders Number ofunits held %

Unitholders invested in 1% or more of the companyStandard Bank Namibia Nominees (Pty) Ltd 37 187 218 56.3TLP Investments One Three Seven (Pty) Ltd 14 897 335 22.6CBN Nominees (Pty) Ltd 4 821 822 7.3First National Bank Nominees (Pty) Ltd 2 601 617 3.9RMBT Investments (Pty) Ltd 1 360 800 2.1

* Shares held by nominees consist of units held on behalf of various unit holders 60 868 792 92.2

Unitholder spread Number of Number ofunitholders % units held %

Non-publicHeld by Directors: Direct 3 1.0 67 990 0.1 Indirect 2 0.7 4 145 114 6.3Holdings > 10% of issued units 2 0.7 47 939 439 72.6Public 288 97.6 13 897 467 21.0

TOTAL 295 100.0 66 050 010 100.0

Channel Life, office - 25 Post Street, Windhoek.

Units traded and issued 2015 2014Number of units traded on the NSX 764 826 4 846 990Number of units traded off market - -Units traded as a weighted percentage of issued capital 1.16% 7.3%NSX price history (cents)12-month high 1 953 1 78712-month low 1 787 1 500Closing price 1 953 1 787


UNITHOLDER INFORMATION (continued)

ANALYSIS OF LINKED UNITHOLDERS (continued)

Lazarett Street, industrial showroom and workshop - Cnrof Mandume Ndemufayo and Lazarett Street, Windhoek.

Erf 35 Lafrenz, industrial - Erf 35, Nordland Street, LafrenzTownship, Windhoek.

108

REAL ESTATE PORTFOLIO30 June 2015

Name Description Location Open market % of Material leasesvaluation (N$) portfolio

1 MAERUA MALLCOMPLEX #Maerua Mall/ Retail regional centre Cnr Jan Jonker and Robert 592 000 000 26.8 Checkers, Truworths,Maerua Park/ Mugabe Avenues, Windhoek StuttafordsTriple “A” Mr Price Group

Ster KinekorHi-Fi CorporationClicks Group

Maerua Mall Phase II Retail regional centre Cnr Jan Jonker and Robert 453 000 000 20.5 Foschini,Mugabe Avenues, Windhoek Edgars/Boardmans

AckermansHouse and Home

2 United Fitness House Retail Centaurus Road, Windhoek 35 000 000 1.6 Virgin Active

SUBTOTAL 1 080 000 000 48.9

3 Maerua Office Office Cnr Jan Jonker and Robert 38 400 000 1.7 Methealth NamibiaMugabe Avenues, Windhoek

4 Deloitte Office Office Cnr Jan Jonker and Robert 31 000 000 1.4 DeloitteMugabe Avenues, Windhoek

SUBTOTAL 69 400 000 3.1

SUBTOTAL - MAERUA MALL NODE 1 149 400 000 52.0

5 Erf 7827 Lazarett Industrial showroom Cnr of Mandume Ndemufayo 26 500 000 1.2 SuzukiStreet* and workshop and Lazarett Street, Windhoek Voltex Namibia

6 Erf 6601 Tal Street* Industrial showroom 60 Tal Street, Windhoek 32 600 000 1.5 Metje & Zieglerand workshop

7 M&Z Joule Street* Industrial showroom 18 Joule Street, Windhoek 19 000 000 0.9 Metje & ZieglerErven 6660, 6661 and7780

8 Erf 698 Edison Industrial showroom Cnr Edison and Mandume 25 300 000 1.1 Metje & ZieglerStreet* Ndemufayo Avenues,

Windhoek

9 Erf 8081 Industrial warehousing Cnr Solingen and Iscor 86 600 000 3.9 Commercial InvestmentWindhoek Streets, Northern Industrial Company

Area, Windhoek

10 Erf 6621 Industrial warehousing Cnr Kalie Roodt and Tommie 19 300 000 0.9 Commercial InvestmentWindhoek Muller Streets, Northern Company

Industrial Area, Windhoek

11 Erf 6977 Industrial warehousing Newcastle Street, Northern 16 548 620 0.8 Commercial InvestmentWindhoek Industrial Area, Windhoek Company

12 Erf 2671 Industrial warehousing 3rd Street East, Walvis Bay 9 300 000 0.4 Commercial InvestmentWalvis Bay Company

13 Erf 334 Industrial warehousing 5th Avenue, Keetmanshoop 1 300 000 0.1 Commercial InvestmentKeetmanshoop Company


REAL ESTATE PORTFOLIO (continued)30 June 2015

Name Description Location Open market % of Material leasesvaluation (N$) portfolio

14 Baines* Retail Erf 1297 Fritsche Street, 55 000 000 2.5 OK FoodsWindhoek

15 Channel Life* Office 25 Post Street, Windhoek 70 000 000 3.2 US AidNamibia Tourism Board

16 Erf 132 Industrial Erf 35, Nordland Street, 17 000 000 0.8 Intercape NamibiaLafrenz* Lafrenz Townhsip, Windhoek

17 Erven 135 and 139 Industrial Erf 135, Rendsburger Street 50 000 000 2.3 Scania and vacantLafrenz Townhsip, Windhoek land

18 Erf 51 Industrial 36 to 46 Platinum Street, 44 200 000 2.0 FP Du Toit TransportProsperita* Prosperita, Windhoek

19 Erf 441 Industrial Erf 441 Prosperita, 26 600 000 1.2 Diverse DistributionsProsperita* Windhoek

20 Gustav Voigt Centre Retail Independence Avenue, 305 000 000 13.8 Avani Hotel and casinoWindhoek Diverse Retailers

SUBTOTAL 804 248 620 36.6

21 Erf 6173 Industrial Erf 6173, Caravelle Street 13 500 000 0.6 BPDHWalmer, Port Elizabeth, South AfricaPort Elizabeth*

22 Erf 4076 Industrial Erf 4076, Bennett Street 19 600 000 0.9 AcoustexWalmer Port Elizabeth, South AfricaPort Elizabeth*

23 Erf 89, 90 & 91 Industrial Erf 89, 90, 91 Isando 34 700 000 1.6 SilvertonIsando Johannesburg, South Africa ManufacturingJohannesburg*

24 Erf 2604, 2605, 2608 Industrial Newbolt Street, 59 000 000 2.6 Industex& 3766, Korsten KorstenPort Elizabeth* Port Elizabeth, South Africa

25 Erf 15718 Industrial Rand Road, 59 200 000 2.7 Chills BeveragesStellenbosch* Stellenbosch, South Africa

26 Erf 972 & Erf 973 Industrial Cnr of William Nicol and 66 100 000 3.0 Action Ford DealershipConstantia Kloof Constantia BoulevardRoodepoort* Gauteng, South Africa

SUBTOTAL 252 100 000 11.4

TOTAL 2 205 748 620 100.0

* These properties are owned by the Company# The Maerua Mall complex includes four properties which are notarialy tied

110

Erf 51 Prosperita, industrial - 36 to 46 Platinum Street, Prosperita, Windhoek.

M&Z Autohaus, showroom and workshop - Cnr of Mandume Ndemufayo and Edison Street,Windhoek.

Gustav Voigts Centre, retail - Independence Avenue, Windhoek.


NOTICE OF ANNUAL GENERAL MEETING

ORYX PROPERTIES LIMITEDReg. No. 2001/673

NOTICE TO ALL UNITHOLDERS

PLEASE TAKE NOTE that the Annual General Meeting of the Company will be heldat the Avani (formerly Kalahari Sands) Hotel and Casino in the Rhino Room, Independence Avenue,

Windhoek, Namibia on the 25th day of November 2015 at 9:00

AGENDA

1. Notice convening the Meeting.

2. Apologies.

3. Confirmation of the minutes of the Annual General Meeting held on the 26th day of November 2014.

4. Report of the Chairman of Oryx Properties Limited.

To consider and, if deemed fit, to pass, with or without modification, the following ordinary resolutions:

5. ADOPTION OF THE AUDITED ANNUAL FINANCIAL STATEMENTSOrdinary Resolution Number 1:

“To receive and adopt the audited annual financial statements of the Company and the reports of the independent auditorand the directors for the year ended 30 June 2015.”

6. DIRECTORS' REMUNERATION FOR THE YEAR ENDED 30 JUNE 2015Ordinary Resolution Number 2:

“To ratify the remuneration of the executive and non-executive directors for the financial year ended 30 June 2015 as set out on page 53 of the annual report of which this notice of the general meeting forms part.”

7. DIRECTORS' REMUNERATION FOR THE YEAR ENDED 30 JUNE 2016Ordinary Resolution Number 3:

“Resolved that in accordance with section 304 of the Companies Act, fees to be paid by the company to the non-executivedirectors for their services as directors be and are hereby approved as follows:

Director/ Director/ Director/ Committee Committee Committee Chairman member Chairman member Chairman member

2016 2016 2015 2015 Increase IncreaseN$ N$ N$ N$ % %

Fees per meeting attendedBoard (1) 102 500 37 500 67 500 35 125 51.9% 6.8%Risk, Audit and ComplianceCommittee 52 333 35 000 48 500 32 333 7.9% 8.2%Remuneration andNomination Committee 52 500 35 000 48 500 32 500 8.2% 7.7%Investment Committee (2) 105 000 70 000 54 000 43 000 94.4% 62.8%

(1) Increased based on the benchmark exercise as set out on page 112.(2) Fee determined to remunerate for one (1) formal meeting, time alloacted to various conference calls and assessing round robin circulations.

112

8. NON-EXECUTIVE DIRECTORS FEE STRUCTUREOrdinary Resolution Number 4:

“To approve the fee structure of the non-executive directors for the ensuing year which conforms with Principle C2.25.10of the NamCode.

Non-executive directors' fees are benchmarked against:• PWC South Africa report on non-executive directors' fee trends for all companies on the JSE;• Norms of directors' fees paid in Namibia per the PWC report; and• Peer group of SA listed property companies.

Fee structure for the non-executive directors:

Board:• Fixed fee based on four meetings per annum paid quarterly.• Additional fee for chairman based on four meetings per annum paid quarterly.• Additional meetings at an hourly rate (with daily cap).

Risk, Audit & Compliance Committee:• Fixed fee based on three meetings per annum paid quarterly.• Additional fixed fee for chairman based on three meetings per annum paid quarterly.• Additional meetings at an hourly rate (with daily cap).

Investment Committee:• Fixed fee based on one formal meeting per annum, and brief conference call meetings, paid quarterly.• Additional fixed fee for chairman based on one formal meeting per annum, paid quarterly.• Additional meetings at an hourly rate (with daily cap).

Remuneration & Nomination Committee:• Fixed fee based on two formal meetings (2014: one formal meeting) per annum paid quarterly.• Additional fixed fee for chairman based on two formal meetings (2014: one formal meeting) per annum paid

quarterly.• Additional meetings at an hourly rate (with daily cap).”

9. UNISSUED LINKED UNITSOrdinary Resolution Number 5:

Unitholders are advised that in order for this Ordinary Resolution Number 5 to be adopted, the support of the majorityof votes cast by shareholders present or represented by proxy at this meeting is required.

“Resolved that the authorised, but unissued ordinary and preference shares, in the capital of the Company be and arehereby placed under the control of the directors of the Company until the next annual general meeting, who are authorisedto allot, issue and otherwise dispose of such shares and linked units at their discretion, subject at all times to the provisionsof the Companies Act, 2004 (Act 28 of 2004), as amended, the Company's Articles of Association and the ListingRequirements of the NSX, provided that each ordinary share of one (1) cent each be issued together with an unsecuredvariable-rate debenture of 449 cents each as a linked unit.

The number of units issued per financial year may not exceed 10% of the total number of shares in issue determinedimmediately prior to each issue of new units.

This authority shall be restricted to the issue of linked units to a vendor for the acquisition or development of propertyassets, and further provided that any such issues may be made after the registration of transfer of any property assetsto be acquired or developed.”

NOTICE OF ANNUAL GENERAL MEETING(continued)


10. IMPLEMENTATION OF RESOLUTIONSOrdinary Resolution Number 6:

Unitholders are informed that in order for this Ordinary Resolution to be adopted, the support of a majority of votes castby shareholders present or represented by proxy at this meeting is required.

“Resolved that any director of the Company, and where applicable the secretary of the Company, be and is herebyauthorised to do all such things, sign all such documents and take all actions as may be necessary to implement the aboveordinary resolutions.”

11. APPOINTMENT OF AUDITORSOrdinary Resolution Number 7:

“Resolved to re-appoint Deloitte & Touche as auditors for the ensuing year and to authorise the directors to determinetheir remuneration.”

12. BOARD COMPOSITIONOrdinary Resolution Number 8:

“To re-elect retiring and confirm the appointment of any new directors in accordance with the Articles of Association.Motions for re-election will be moved individually.”

In terms of the Company's Articles of Association, one-third of the directors are required to retire annually on a rotationbasis but are eligible for re-election. Accordingly, Mr A Swanepoel and Mr MK Shikongo retire by rotation, but beingeligible, offer themselves for re-election.

To ratify the re-appointment of Mr NBS Harris as a director of the Company with effect from 1 July 2015. In accordancewith the board charter of the Company, a director should retire at the age of 70, but an appointment may be extendedon a year-to-year basis.”

Abridged curricula vitae of these directors are available on pages 13 to 15 of this report.

13. TO CHANGE PARAGRAPH 69 OF THE ARTICLES OF ASSOCIATION NOW READINGSpecial Resolution Number 1:

“Subject to Article 50 and 61 all the directors shall retire at the first Annual General Meeting and thereafter one-thirdof the directors for the time being or if their number is not a multiple of three, then the number nearest to one-thirdshall retire from office.”

to read -

“Subject to Article 50 and 61 the appointment of all non-executive directors appointed during the financial year shallbe ratified at the first Annual General Meeting following their appointment. All non-executive directors are subject toretirement by rotation after a period not exceeding three years or by reaching retirement age of 70 years.”

14. TO TRANSACT ANY OTHER BUSINESS WHICH UNDER THE ARTICLES OF ASSOCIATION, MAY BE TRANSACTED AT AN ANNUAL GENERAL MEETING

BY ORDER OF THE BOARD


Erven 135, industrial - Erf 135, Rendsburger Street, Lafrenz Township, Windhoek.

114

NOTE:

1. A member entitled to attend and vote is entitled to appoint a proxy to attend, speak, vote, and on a poll, vote in his/her stead, and such proxy need not also be a member of the Company.

2. The Proxy Form must be deposited at the registered office of the Company not less than 48 (FORTY EIGHT) hours beforethe time of holding the meeting.

Dated at WINDHOEK this 12th day of October 2015.

Registered Office

Maerua Mall Office Tower P O Box 97723 Tel. +264 61 4232011st Floor, Unit 402 Maerua Park Fax. +264 61 423211

Corner of Robert Mugabe Windhoek and Jan Jonker Avenue Windhoek



ORYX PROPERTIES LIMITED(“ORYX”)

I/We (Name/s in block letters)

being the registered holder/s of units in ORYX, as at the close of business on 23rd November 2015

hereby appoint of

or failing him/her of

or failing him/her THE CHAIRMAN OF THE MEETING

as my/our Proxy to attend, speak and vote for me/us and on my/our behalf at the Annual General Meeting of ORYX to be heldon the

25th Novembe r 2 015 AT 9 : 0 0

and at any adjournment thereof and to vote for or against the resolutions or to abstain from voting in respect of the unitsregistered in my/our name/s, in accordance with the following instructions:

PROXY FORM

Resolution In favour Against Abstain

Ordinary Resolution number 1 - To adopt the annual financial statements

Ordinary Resolution number 2 - To ratify directors' remuneration for the year ended June 2015

Ordinary Resolution number 3- To approve directors' remuneration for the year ended June 2016

Ordinary Resolution number 4- To approve the non-executive directors' fee structure for the ensuing year

Ordinary Resolution number 5 - Placing of unissued linked units under the control of directors

Ordinary Resolution number 6 - Implementation of resolutions

Ordinary Resolution number 7 - Appointment of auditors

Ordinary Resolution number 8 - Re-election of Mr A Swanepoel

- Re-election of Mr MK Shinkongo

- Ratify the re-appointment of Mr NBS Harris

Special Resolution Number 1- To change paragraph 69 of the Articles of Association

116

Signed at on this day of 2015

Full names(in block letters)

Signature(s)

Assisted by (Guardian): Date: 2015

A member entitled to attend and vote is entitled to appoint a Proxy to attend, speak, vote, and on a poll, vote inhis/her stead, and such Proxy need not also be a member of ORYX.

Registered Office

Maerua Mall Office Tower P O Box 97723 Tel. +264 61 4232011st Floor, Unit 402 Maerua Park Fax. +264 61 423211

Corner of Robert Mugabe Windhoek and Jan Jonker Avenue Windhoek

INSTRUCTIONS ON SIGNING AND LODGING THE PROXY FORM

1. The Proxy Form must be deposited at the registered office of ORYX not less that 48 (FORTY-EIGHT) hours before the time of holding the meeting.

2. A deletion of any printed matter and the completion of any blank space(s) need not be signed or initialled. Any alterationmust be signed, not initialled.

3. The Chairman of the meeting shall be entitled to decline to accept the authority of the signatory:(a) under a power of attorney; or(b) on behalf of a Company or any other entity

unless the power of attorney or authority is deposited at the registered office of the Company not less than 48 (FORTY-EIGHT) hours before the time scheduled for the meeting.

4. The authority of a person signing a Proxy in a representative capacity must be attached to the Proxy form unless theauthority has already been recorded by the Secretaries.

5. The signatory may insert the name of any person(s) whom the signatory wishes to appoint as his/her Proxy in the blank space(s) provided for that purpose.

6. When there are joint holders of units and if more than one such joint holder be present or represented, then the personwhose name stands first in the register in respect of such units or his/her Proxy, as the case may be, shall alone be

entitled to vote in respect thereof.

7. The completion and lodging of this Proxy form will not preclude the signatory from attending the meeting and speakingand voting in person thereat to the exclusion of any Proxy appointed in terms hereof should such signatory wish to

do so.

8. The Chairman of the meeting may reject or accept any Proxy form that is completed and/or submitted other than in accordance with these instructions, provided that he/she is satisfied as to the manner in which a member wishes to vote.

9. If the unitholding is not indicated on the Proxy form, the Proxy will be deemed to be authorised to vote the total unitholding.

PROXY FORM(continued)

Design: Design Insight, Printing: Fishwicks

ADMINISTRATIONas at date of this report

Company registration number: 2001/673

Registered officeMaerua Mall Office Tower1st Floor, Unit 402Corner of Jan Jonker & Robert Mugabe AvenueWindhoekP O Box 97723, WindhoekMaerua Park, Windhoek, Namibia

Company secretaryEngela PagelOryx Properties LimitedTel. +264 61 423201Fax. +264 61 423211email. [email protected]. www.oryxprop.com

Chief executive officerStefan de BruinTel. +264 61 423201Fax. +264 61 423211email. [email protected]

Chief financial officerDebbie SmitTel. +264 61 423201Fax. +264 61 423211email. [email protected]

Chief operations officerCarel FourieTel. +264 61 423201Fax. +264 61 423211email. [email protected]

Executive property managerConrad van der WesthuizenTel. +264 61 423201Fax. +264 61 423211email. [email protected]

TrusteeChristiaan Johan Gouws as nominee ofFisher Quarmby & PfeiferCorner of Robert Mugabe and Thorer Street(entrance in Burg St)WindhoekP O Box 37Windhoek, Namibia

Transfer secretariesTransfer Secretaries (Proprietary) Limited4 Robert Mugabe Avenue(entrance in Burg Street opposite 2A Chateau St)WindhoekP O Box 2401Windhoek, Namibia

AuditorsDeloitte & ToucheChartered Accountants (Namibia)ICAN Practice Number: 9407Deloitte BuildingMaerua Mall ComplexJan Jonker RoadWindhoekP O Box 47Windhoek, Namibia

Commercial banksAbsa Bank Limited7th FloorBarclays Towers West15 Troye StreetJohannesburg, South Africa, 2001

Bank Windhoek Limited- Maerua Mall BranchMaerua Park - Shop 0036Cnr Jan Jonker and RobertMugabe AvenuesWindhoekP O Box 15Windhoek, Namibia

Nedbank Namibia Limited- Corporate BranchBusiness Centre55 Rehobother RoadAusspannplatzP O Box 15Windhoek, Namibia

Nedbank Limited - Corporate BranchNedbank ClocktowerClocktower PrecinctV&A WaterfrontCape Town, South Africa, 8001

SponsorSimonis Storm Securities(Proprietary) Limited4 Koch Street,Klein WindhoekP O Box 3970Windhoek, Namibia

Domestic Note Programme SponsorIJG Securities (Proprietary) Limited1st Floor, Heritage Square,100 Robert Mugabe AvenueP.O. Box 186Windhoek, Namibia

Legal advisorsH D Bossau & Co49 Feld StreetWindhoekP O Box 1975Windhoek, Namibia

Joubert Galpin & Searle Inc173 Cape RoadMill ParkP O Box 59Port Elizabeth, South Africa, 6000Larson, Falconer, Hassan and Parsee('LFHP') attorneys2nd Floor, 93 Richefond Circle,Ridgeside Office Park, UmhlangaRocks, 4319P O Box 3313, Durban, Docex 129,Durban, South Africa

Dr Weder Kauta & Hoveka IncWkh HouseJan Jonker RoadP O Box 864/ 822Windhoek, Namibia

Maerua Mall Office Tower1st Floor, Unit 402

WindhoekTel. +264 61 423201Fax. +264 61 423211www.oryxprop.com

Integrated Annual Report 2015

integrated annual report 2015 - my · nominees (pty) ltd, rmbt investments (pty) ltd reason for...

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