PRE-LISTING STATEMENTFriday, 28 March 2014

PRE-LISTING STATEMENT

The definitions and interpretations commencing on pages 13 to 18 of this pre-listing statement have, where applicable, been used in these cover pages.

This pre-listing statement is prepared and issued in terms of the Listings Requirements, for the purpose of providing information with regard to the company and is issued in respect of:

• aprivateplacementtoraiseuptoapproximatelyR400millionbywayofaprivateplacingbywayofanofferforsubscriptiontoinvitedqualifyinginvestorsforuptoamaximumof53200000privateplacementsharesinthecompanyatanissuepricetobedeterminedbydemandandforwhichanindicativeissuepriceofR7,52perprivateplacementsharehasbeenused in this pre-listing statement; and

• thesubsequentlistingofallthesharesofthecompanyinthe“RealEstate–RetailREIT”sectoroftheJSE.

2014

Opening date of the private placement (09:00) Monday, 31 March

Closing date of the private placement (12:00)* Wednesday, 2 April

ResultsoftheprivateplacementreleasedonSENS Wednesday,2April

Results of the private placement published in the press on Thursday, 3 April

Proposed date of listing (09:00) Monday, 7 April

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

IMPORTANT POINTS TO NOTE

Theoffer,intheformoftheprivateplacement,isbeingmadetoinvitedinvestorsonlyandwillcompriseuptoamaximumof53200000privateplacementsharesatanindicativeissuepriceofR7,52perprivateplacementshare.

Applicants will only be permitted to apply for shares with a minimum total acquisition cost, per single addressee acting as principal, of greater than or equal to R1 million unless the applicant is a person, acting as principal, whose ordinary business, or part of whose ordinary business, is to deal in securities, whether as principal or agent (in reliance on section 96(1)(a)(i) and 96(1)(b) of the Companies Act) or such applicant falls within one of the other specified categories of persons listed in section 96(1) of the Companies Act.

Prospective investors should not treat the contents of this pre-listing statement as advice relating to legal, taxation, investment or any other matters and should consult their own professional advisors concerning the consequences of their acquiring, holding or disposing of offer shares. Prospective investors should inform themselves as to:

• thelegalrequirementswithintheirowncountriesforthepurchase,holding,transferordisposalofoffershares;

• anyforeignexchangerestrictionsapplicabletothepurchase,holding,transferordisposalofoffershareswhichtheymightencounter;and

• theincomeandothertaxconsequenceswhichmayapplytothemasaresultofthepurchase,holding,transferordisposal of offer shares. Prospective investors must rely upon their own representatives, including their own legal advisors and accountants, and not those of the company, as to legal, tax, investment or any other related matters concerning Safari and an investment therein.

SAFARI INVESTMENTS RSA LIMITED(IncorporatedintheRepublicofSouthAfrica)

(Registrationnumber2000/015002/06)Sharecode:SAR|ISIN:ZAE000188280

(“Safari”or“thecompany”)

The information contained in this document constitutes factual information as contemplated in section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act 2002 and should not be construed as an express or implied recommendation, guidance or proposal that any particular transaction in respect of the offer shares is appropriate to the particular investment objectives, financial situations or needs of a prospective investor.

Immediatelypriortotheprivateplacementandthelisting:

• theauthorisedsharecapitalofthecompanycomprised500000000ordinarysharesofnoparvalue;

• theissuedsharecapitalofthecompanycomprised120864827ordinarysharesofnoparvalue;and

• thecompanyhadnotreasurysharesinissue.

AssumingthattheprivateplacementisfullysubscribedattheindicativeissuepricepershareofR7,52,immediatelyaftertheprivate placement and listing:

• theauthorisedsharecapitalofthecompanywillcomprise500000000ordinarysharesofnoparvalue;

• theissuedsharecapitalofthecompanywillcompriseamaximumof174064827ordinarysharesofnoparvalue;and

• thecompanywillhavenotreasurysharesinissue.

On listingon the JSE, assuming that theprivateplacement is fully subscribedat the indicative issuepriceofR7,52, theanticipatedmarketcapitalisationofthecompanyshouldbeapproximatelyR1,276billion.

On listing and thereafter, all shares of the company will rank pari passu in all respects. There are no convertibility or redemption rights relating to any of the private placement shares offered in terms of the private placement. The private placement shares willonlybe issued indematerialised form.Nocertificatedprivateplacementshareswillbe issued.There isno intentiontoextendapreferenceonallotmentof theprivateplacementshares toanyparticularcompanyorgroup, in theeventofanoversubscription of the private placement shares pursuant to the private placement. There will be no fractions of private placement shares offered or issued in terms of the private placement. The private placement will not be underwritten.

The listing is not conditional on raising a minimum amount in terms of the private placement. The net proceeds of the private placementwillbeusedbySafaritosettleinterest-bearingdebtandstrengthenthebalancesheetforongoingactivities.

TheJSEhasgrantedSafarialistingofuptoamaximumof174064827sharesinthe“RealEstate–RetailREIT”sectorofthemainboardoftheJSE,intermsoftheFTSEclassification,undertheabbreviatedname“Safari”,JSEsharecode“SAR”andISINZAE000188280witheffectfromthecommencementoftradeonMonday,7April2014,subjecttoobtainingaspreadofshareholdersacceptabletotheJSEincompliancewiththeListingsRequirements.

The directors, whose names appear on page 1 of this pre-listing statement, collectively and individually accept full responsibility for the accuracy of the information given herein and certify that to the best of their knowledge and belief there are no facts that have been omitted which would make any statement false or misleading, that all reasonable enquiries to ascertain such facts have been made and that this pre-listing statement contains all information required by common law and the Listings Requirements.

The corporate advisors, bookrunners, sponsor, independent reporting accountants and auditors, attorneys, communication advisor, transfersecretariesand independentpropertyvaluer,whosenamesaresetout in the“Corporate informationandadvisors”sectiononpage1ofthispre-listingstatement,haveconsentedinwritingandhavenot,priortothepublicationofthispre-listing statement, withdrawn their consent to the inclusion of their names in the capacities stated and, where applicable, to their reports being included in this pre-listing statement.

As the offer is not an offer to the public as contemplated under the Companies Act, a copy of this pre-listing statement is not requiredtoberegisteredwithCIPCpursuanttotheCompaniesAct.

OFFERS IN SOUTH AFRICA ONLY

This pre-listing statement is not an invitation to the public to subscribe for securities, but is issued in compliance with the Listings Requirements of the JSE Limited, for providing information to the public with regard to the company. This pre-listing statement is not an invitation to the public to subscribe for securities, but is issued in compliance with the Listings RequirementsoftheJSELimited,forprovidinginformationtothepublicwithregardtothecompany.Thispre-listingstatementhasbeenissuedinconnectionwiththeprivateplacementofferinSouthAfricaonlyandisaddressedonlytopersonstowhomthe private placement offer may lawfully be made. The distribution of this pre-listing statement and the making of an offer through this private placement may be restricted by law. Persons into whose possession this pre-listing statement comes must inform themselves about and observe any such restrictions. This pre-listing statement does not constitute an offer of, or invitationtosubscribefor,anyofthesharesinanyjurisdictioninwhichsuchoffer,subscriptionorsalewouldbeunlawful.NoonehastakenanyactionthatwouldpermitanofferingofsharestooccuroutsideofSouthAfrica.

FORWARD LOOKING STATEMENTS

This pre-listing statement includes forward looking statements. Forward looking statements are statements including, but notlimitedto,anystatementsregardingthefuturefinancialpositionofSafarianditsfutureprospects.Theseforwardlookingstatements have been based on current expectations and projections about future results,which, although the directorsbelieve them to be reasonable, are not a guarantee of future performance.

Anabridgedversionofthispre-listingstatementwillbereleasedonSENSonFriday,28March2014andpublishedinthepresson Monday, 31 March 2014.

Date of issue: Friday, 28 March 2014

Thispre-listingstatementisavailableonlyinEnglish.CopiesmaybeobtainedfromtheregisteredofficesofSafariinPretoria,thetransfersecretaries,thesponsorandattorneys’officesinJohannesburg,detailsofwhicharesetout inthe“Corporateinformation”sectionofthispre-listingstatement.

Lead bookrunner and corporate advisor

Sponsor andjoint bookrunner

Joint corporate advisor and joint bookrunner

Attorneys Independent reporting accountants and auditors

Communications advisor

Transfer secretaries

Independent valuer

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CORPORATE INFORMATION

DIRECTORS OF SAFARI MH Tsolo (independent non-executive chairman)FJJMarais(chief executive officer)K Pashiou (executive director)PA Pienaar (executive director)DEvanStraten(executive financial director)AEWentzel(independent non-executive director)JPSnyman (independent non-executive director)SJKruger(non-executive director)M Minnaar (non-executive director)JCVerwayen(non-executive director)

REGISTERED OFFICE OF SAFARI

c/o Company Secretarial ServicesBlock A, Brooklyn Office Park105NicolsonStreet,Brooklyn0181

Place of incorporation:SouthAfricaDate of incorporation:7July2000

COMPANY SECRETARY

Safari Retail Proprietary Limited(Registrationnumber2008/011620/07)

420 Friesland Lane, Lynnwood, Pretoria 0081

Postal 420 Friesland Lane, Lynnwood, Pretoria 0081

Represented by:DirkEngelbrechtBComm LLB

TRANSFER SECRETARIES

Computershare Investor Services Proprietary Limited(Registrationnumber2004/003647)

70MarshallStreet,Johannesburg2001

POBox61051,Marshalltown2107

ATTORNEYS

Edward Nathan Sonnenbergs Inc(Registrationnumber2006/018200/21)

150WestStreet,Sandton2196

POBox783347,Sandton2146

AUDITORS

Mazars Inc5StDavidsPlace,Parktown2193

POBox6697,Johannesburg2000

INDEPENDENT REPORTING ACCOUNTANTS

Mazars Inc5StDavidsPlace,Parktown2193

POBox6697,Johannesburg2000

INDEPENDENT VALUER

Mills Fitchet (Tvl) cc(RegistrationnumberCK89/40464/23)

No17TudorPark,61HillcrestAvenueOerderPark,Randburg2115

POBox35345,Northcliff2115

SPONSOR AND JOINT BOOKRUNNER

PSG Capital Proprietary Limited(Registrationnumber1951/002280/06)

1st Floor, Ou Kollege Building35KerkStreet,Stellenbosch7599

POBox7403,Stellenbosch7599

LEAD BOOKRUNNER AND CORPORATE ADVISOR

DEA-RU Proprietary Limited(Registrationnumber2004/018276/07)

7SunPlace,Sharonlea,Olivedale2158

JOINT CORPORATE ADVISOR

Fanus Kruger Consulting cc(Registrationnumber2006/173299/23)

PropateezOfficePark98BeyersNaudeDrive,Rustenburg0300

COMMUNICATIONS ADVISOR

Instinctif Proprietary Limited (Registration number 97/02334/07)

FountainGrove,5SecondRoad,Hydepark Sandton2196

POBox413187,Craighall2024

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TABLE OF CONTENTS

The definitions and interpretations commencing on pages 13 to 18 of this pre-listing statement have been used in the following table of contents.

Page

Corporate information 1

Salient features 4

1. Introduction 4

2. Natureofbusinessandbusinessstrategy 4

3. Prospects 6

4. REITlegislation,REITtaxationstatusandcorporategovernance 7

5. Detailsofprivateplacement 8

6. StatementastolistingontheJSE 8

7. Action required 8

8. Salientfinancialinformation 8

9. Further copies of the pre-listing statement 11

Important dates and times 12

Definitions and interpretations 13

Section one – details of the private placement 19

1. Purpose of the private placement and the listing 19

2. Salientdatesandtimes 19

3. Particulars of the private placement 19

4. Listingsexpense 23

The business 24

5. Incorporation,historyandnatureofthebusiness 24

6. Directors,otherofficeholdersandmaterialthirdparties 25

7. History,stateofaffairsandprospectsofthegroup 35

8. Analysis of the property portfolio 43

9. Development and management of the property portfolio 47

Financial information 54

10. Financialinformation 54

11. Dividendsanddistributionpolicy 55

12. Materialchanges 55

13. Capitalcommitments,leasepaymentsandcontingentliabilities 55

14. Loans 56

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Page

15. TheHeidelbergacquisitionandpropertyacquiredortobeacquired 56

16. Propertydisposedofortobedisposedof 57

Share capital 58

17. Authorisedandissuedsharecapital 58

18. Adequacyofworkingcapital 59

19. Unissuedshares 59

20. Optionsandpreferentialrightsinrespectofshares 59

21. Generalauthoritytoissuesharesforcashandtorepurchaseshares 59

22. Otherlistings 60

23. Majorandcontrollingshareholders 60

General information 61

24. Promoters’andotherinterests 61

25. Materialcontracts 61

26. Experts’consents 61

27. Governmentprotectionandinvestmentencouragementlaw 62

28. Litigationstatement 62

29. Documentsavailableforinspection 62

Annexure 1 Detailsofthepropertyportfolio 63

Annexure 2 MillsFitchetindependentvaluer’spropertyvaluationreport 64

Annexure 3 The previous property management agreement 78

Annexure 4 PreviousandcurrentdirectorshipofthedirectorsofSafari 79

Annexure 5 Pro formastatementoffinancialpositionofSafari 83

Annexure 6 IndependentReportingAccountants’assurancereportonthecompilationof pro formastatementoffinancialpositionofSafari 88

Annexure 7 StatementofforecastfinancialinformationofSafari 90

Annexure 8 IndependentReportingAccountants’limitedassurancereportonthe forecastinformationofSafari 93

Annexure 9 IndependentReportingAccountants’limitedassurancereporton theexistenceandrecognitionandmeasurementoftheHeidelbergproperty 97

Annexure 10 HistoricalfinancialinformationofSafari 100

Annexure 11 AccountingpoliciesofSafari 136

Annexure 12 IndependentReportingAccountants’reportonthehistoricalfinancialinformationofSafari 144

Annexure 13 Summaryofthedevelopmentagreements 146

Annexure 14 SalientfeaturesoftheMemorandumofIncorporation 152

Annexure 15 Corporategovernancestatement 157

Application form (blue) Attached

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SALIENT FEATURES

The information set out in this salient features section of the pre-listing statement is only an overview and is not intended to be comprehensive.Itshouldbereadinconjunctionwiththeinformationcontainedinothersectionsofthispre-listingstatementtogainacomprehensiveoverviewoftheSafarigroupandtheprivateplacement.Thedefinitionsandinterpretationsgivenonpages 13 to 18 of this pre-listing statement apply, mutatis mutandis, to the salient features as set out below.

1. INTRODUCTION

SafariInvestmentsisbuiltonawellestablishedbusinessmodelwithasuccessfulhistoryandtrackrecord.Safariwasincorporatedasapubliccompanyon7July2000byitsfoundingshareholders.Thecompanyhasinthepast10yearsmanaged to establish a sought-after retail portfolio, focused on high growth township areas.

InJuly2013,theexistingshareholdersofSafariconvertedpersonalloanaccountstothevalueofR186millionintoSafarishares and as such remain committed to the future of the company. The main focus of the company is to invest into quality income-generating properties including vacant land with development potential, as well as new property ventures underdevelopmentinbothSouthAfricaandinternationally.

The company is managed by a professional and committed management team with more than 200 years of property developmentandmanagementexperience.Theteamhasbeensuccessfulinpropertydevelopment,redevelopmentanddeal-making.Theyhavetheabilitytosuccessfullymanageastrong,profitableandgrowingportfolio;andanexcellentreputationforachievingthemostoutofpropertyassetsthroughkeystrategicrelationships.SafariDevelopmentsalsoprovidesaccesstoapipelineofoff-marketpropertiesandexclusivedevelopmentopportunities.

2. NATURE OF BUSINESS AND BUSINESS STRATEGY

Safarioffersanexceptional long-termsustainableportfolio,aswellasanoutstandingopportunity toenter thehighlydesirable retail property market in high growth areas, including townships. The company serves as a platform for smaller investorstomakeaninvestmentinqualityretailpropertyassetsandformspartofthepensionplanofitsapproximately150currentshareholders.

Safari’sprimaryinvestmentfocusisonqualityincomeproducingpropertiesthroughretailinvestmentsanddevelopmentsin retail centres held directly or indirectly. The company’s development arm covers greenfields developments of land intoretailcentresandbrownfieldsdevelopmentthroughrefurbishment,upgradeorotherimprovementtoexistingretailbuildings.AllpropertiesintheSafariportfolioweredevelopedbySafariDevelopments.

Safarihasastrongfocusonpreviouslydisadvantagedcommunitiesandunder-resourcedareaswhere itestablishes,developments and promotes quality assets that uplift and benefit communities by providing a desirable and high-end shoppingexperienceclosertowheretheylivetherebysignificantlyreducingcommutingtimeandcostassociatedwithtravelling to regional centres. This approach also targets the problem of limited tradability of retail properties in these areas resulting in significantly improved opportunities for the communities in which its property assets are located. Safari’sportfolioprovidesstableincomeandbalancesheetstrengthtosecureandfundhigh-growthopportunitieswithinitsdevelopments.TheSafarimanagementhasastrongtrackrecordinsuccessfullybringingnewprojectsintofruitionandfollowsaconservativephasedapproachtogreenfieldsdevelopmentsSafari’sinvestmentstrategyhasbeentoutiliseits broad internal skills to undertake retail developments. These have primarily targeted high growth, and high growth township areas in Gauteng. Whilst undertaking developments from the outset does entail significant risks, it is also where greatershareholdervaluecanbecreated.Tominimisefinancialrisk,Safarifollowsastaggereddevelopmentapproach.

Ineachofthekeyproperties,theinitialphaseoftheretailcentrehasbeenrelativelysmall,withthepotentialforexpansion.Once the centre has gained traction amongst customers and the demand for retail space increased, further phases have been rolled out. This approach has been replicated across the initial three centres in the portfolio which are now entering their thirdor fourthdevelopmentphases. Inaddition, eachphasehasgenerally seenan improvement in the tenantquality,withtheextensionsprimarilydrivenbythelargenationalretailers.Thus,between80%and90%ofSafari’sGLAisnowtenantedbynationalretailers.Inspiteofthis,Safarialsobelievesthatretainingandsupportinglocalisedshopsservicingthecommunity’sspecificneedsisjustasimportantasattractingnationalbrands.

Anotherkeyobjectivehasbeentodevelopcentreswithinkeycatchmentareas.Additionallythestrategicpositioningof the retail centres, and planned developments, ensures that properties are optimally placed to take full advantage of both current and future growth patterns amongst retailers. This is achieved through the development of centres in strong regional nodes, a strategy that both attracts top quality national retailers as well as reduces the risk of potential competitors entering the market.

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The above has been achieved by firstly locating centres in the most favourable locations within the townships, generally closetothemajortransportroutesandmunicipalservicebuildings.Toachievethis,thegrouphaspartneredwithlocalbusinesscouncilstoacquireanddevelopthemostsuitablevacantland.Throughthephasedexpansionofthecentres,and subsequent attraction of leading national retailers, the developments have grown from neighbourhood malls into destination centres. This is particularly important in the township market where customers rely on public transport and needacentralplacewheretheycanpurchaseallnecessities.Inlinewithitslong-termoutlook,SafarihasalsopurchasedanumberoftractsoflandforfutureinvestmentwhichareaimedateithercomplementingSafari’sexistingcentresorhavelong lead development potential based on anticipated urban developments.

Safari’s strategy is to have approximately 85% of the group’s assets in investments and approximately 15% indevelopments.TheimmediatefocusisbrownfielddevelopmentssuchasextensionsandrenovationsattheAtlynandThabong shopping centres. The unique location of these properties and high levels of demand for retail space in the townshipmarketworkstoSafari’sadvantagedespitedifficulteconomiccircumstances.

Safari’spropertyportfoliocomprisesof fourdominant regional shoppingcentres inhighgrowthareas.ThepropertyportfoliohasbeenindependentlyvaluedatapproximatelyR1,276billionandcomprisesofa100%retailportfoliowithatotalGLAandNLAof124925m²and97529m2,respectively.ItistheintentionofSafaritoremaina100%retailpropertyportfolio.Thesuperiorperformanceofthesecentresisevidencedbythe0%vacancyratesandstrongrentalescalationsachieved for the preceding three years in addition to the higher than average sales densities.

Safariisveryawareofthefactthatacrucialaspectofasuccessfulretailpropertyistoensureabalancedandcarefullyselectedtenantmix.Averyheavyemphasisthereforeisplacedoncreatingthecorrectmixofnationalretailers,specialitystores, and general or local dealers.

TheGLAandrespectivevalueofthepropertiesintheSafaripropertyportfolioisreflectedinthetablebelow:

Property AreaGLA

m2 % Value

R’m %

Atlyn Centre Atteridgeville 39680 31,8 335,7 26,3

Atlyn stands Atteridgeville – – 37,5 2,9

Denlyn Centre Mamelodi 42 200 33,8 464,4 36,4

Thabong Centre Sebokeng 27645 22,1 227,0 17,9

Thabong stands Sebokeng – – 13,6 1,0

VictorianCentre Heidelberg 15400 12,3 130,0 10,2

Swakopmund – – 67,7 5,3

Total 124925 100,0 1275,9 100,0

Denlyn shopping centre

DenlynCentre,alsoknownastheMamelodiCrossingShoppingCentre,hasbeentradingfor10years.Inthistime,itwasestablished as the preferred shopping centre in this community. The centre’s dominant market position is underpinned byitsprimelocationattheentrancetoMamelodiandisadjacenttotheDenneboomtrainstationandcommuters’hubof Mamelodi.

ThecentrehasaGLAofapproximately42200m2 which includes a recent 19 000m2expansionwhichalmostdoubledthesizeofthecentre.Besidesaddingtradingspacefornationaltenants,greaterfocuswasplacedontheaestheticsandcomfort facilities to ensure a longer dwelling time.

AnchoredbyShoprite,thecentreconsistsof102shops,whichareallfullylet.Thenationalrepresentationisveryhighat91%(byGLA)whichincludesallthemajorbanks,EdconGroup,Foschini,MrPriceandtheJDGroup.

Atlyn shopping centre

AtlynCentre, located inAtteridgeville,hasbeentradingsince2006.Thecentre is locatedononeofthemainroutesintothetownship,providingalocationaladvantage.Onlyasmallcommunitycentreislocatedinthevicinity,withSafariowning the only other piece of land suitable for a substantial retail development.

Thecentreexhibitsmanysimilarcharacteristics to thatofDenlyn,havingbeenexpandedandupgradedover recentyears.AnchoredbyShoprite,thisisapremierdestinationfortheresidentsofAtteridgevilleandthesurroundingareas.The national tenants account for around 91% (byGLA), including all themajor banks, the EdconGroup, Foschini,Truworths, Clicks, Mr Price and a number of fast food outlets, most of which have five-year leases in place. There is currentlya0%vacancyrate.

Safari is in theprocessofdevelopingasmallcentreofapproximately10000m2adjacent toAtlyn,where itplans tointroduceretailerssuchasPicknPayandGame.ThisshouldcomeintoeffectinSafari’s2015/2016financialyear.The

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centrewillbejoinedtothelargerAtlyncentreviaagreenspaceandwalkingpath.ThiswillenhancetheenvironmentalappealofthenodeandfurtherentrenchSafari’sdominantpositioninthearea.

Thabong shopping centre

Thabong shopping centre used to be a smaller community centre in Sebokengwhich started trading in 2007 andcurrentlyservesasaregionalcentre.ThecentreislocatedwithinthemajorbusinessdistrictofSebokengandadjacentto the main hospital. While the centre does face some competition from nearby shopping centres, management has focusedonattractingthecorrecttenantmixtomakethecentrethepreferredshoppingdestinationinthearea.

Thabong’skeyadvantageisitsexpansionpotentialbeingsituatedona10hapieceofland,mostofwhichisundeveloped.Anapproximate10000m2GLAextensionisinprogressandisplannedforcompletionandoccupationbynewadditionalanchortenantstowardsthefirstquarterof2015,bringingthecentreGLAto41000m2. Currently Thabong is anchored bySpar,withotherkeynationaltenantsbeingFoschiniGroupbrands,JDGroup,LewisGroupandPepStores.Asacommunitycentre, theproportionofnational retailersofaround80% isslightly less than theSafari’s largercentres.However,astheextensionisbeingdesignedspecificallytoaccommodatenewnationalretailers(PicknPay,Edgars,Woolworths),theproportionshouldincreasetothe90%level.

Victorian shopping centre

TheVictorianCentreinHeidelbergisawellestablishedcommunitycentre,havingtradedfor16years.Whilethecentrehas provided a popular shopping destination in the town, a regional mall is currently being built a few kilometres away. Nevertheless,keynationaltenantshaveindicatedthattheywillremaininTheVictorianCentreandanumberofextensionsand refurbishments to stores were completed over the past year. The centre is anchored by Pick n Pay, with key tenants beingMrPrice,TotalsportsandCNA.Nationalretailerscompriseapproximately95%ofthetenants.

Swakopmund

Internationally, Safari is in the process of developing a new regional destination centre in the Namibian town ofSwakopmund.ThepropertyisonaprimebeachfrontpieceoflandapproximatelyfourkilometresfromtheSwakopmundcentralbusinessdistrict.Thefirstphaseofthedevelopmentwillbetheconstructionofapproximately16000m2 to 20 000m2 of retail space,overlooking thewaterfront.While relatively small incomparison toSouthAfricancentres, theSwakopmundretaildevelopmentwillprovidetheonly“one-stop”shoppingdestinationinthearea.Landpreparationiswell underway, with the bulk earthworks having been installed. The planned completion date for the centre is anticipated to be 24 months away depending on the construction commencement date.

3. PROSPECTS

WhiletheboardofSafarirecognisestheconstraintsandchallengesfacedbytheSouthAfricaneconomyatpresentandgoing forward, it is confident that the group will continue to show positive revenue and capital growth, given the quality of its investmentpropertiesanddevelopmentpipeline.The long-termobjectiveofSafari istogrowitsassetbasebyredevelopingitsexistingpropertyportfolioandbyinvestinginwell-pricedincomeproducingpropertiestooptimisecapitaland income returns over time for shareholders. The company will redevelop properties to enhance value and support longer-termincomeandcapitalgrowthwhilstalsoexpandingitsdevelopmentpipelinetosustainlong-termprospectsthrough opportunities and strategic relationships.

Safariplanstocontinuewithitscurrentprojects,beingextensionstosomecentresandtheSwakopmundwaterfrontproject.Centreextensionsareconsideredtobelowrisk,astenantshavebeensecuredandtheretailpatternsarewellunderstood.Beingagreenfieldsdevelopment,however,theSwakopmundprojectdoesentailgreaterrisk,althoughthiswillbemitigatedbythephaseddevelopmentoftheproject,forwhichanchorretailtenantshavealreadybeensecured.WhileSafariwouldconsideracquisitions,bulkingupscaleisnotconsideredakeyobjectiveandthefocuswillratherbeonpotentialacquisitionsthatofferappealingdevelopmentopportunitieswhereSafaricandeployitsin-houseskills.ThecurrentvaluepipelineofpotentialprojectsunderconsiderationisinexcessofR1billion.

TheprimaryobjectivesofSafariareto:

• provideanincomestreamthroughrentalincomefromtheinvestmentproperties;

• growitsassetbasebydevelopingandinvestinginfairlyvaluedincomeproducingproperties;

• manageandredevelopaqualityretailpropertyportfoliothatprovidesgoodgrowthopportunities;

• optimisecapitalgrowth;and

• allowshareholderstoparticipateinthenetincome(afterprovidingforrelatedexpenditure)bydistributingsurplusnetcash income to shareholders.

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4. REIT LEGISLATION, REIT TAXATION STATUS AND CORPORATE GOVERNANCE

REIT legislation

AmendmentstotheIncomeTaxActhaverecentlybeenpromulgatedandthenewlyincorporatedREITlegislationcameintoeffecton1April2013.SafariconfirmsthatithasbeengrantedREITstatusbytheJSEandhasmetthequalificationrequirements as follows:

• ThecompanycurrentlyhasgrossassetsworthapproximatelyR1,276billionasreflectedinthepro forma statement of financial position as set out in Annexure 5 to this pre-listing statement;

• Thecompanyisapropertyentity;

• Aminimumof75%ofthecompany’srevenue,asreflectedinthestatementofforecastfinancialinformationassetout in Annexure 7 to this pre-listing statement, is derived from rental revenue;

• The company will, subject to the successful implementation of the offer in respect of having a minimum of 300shareholdersasrequiredintermsoftheJSEshareholderspreadrequirementsandthelisting,complywiththeminimumincomeandshareholderspreadrequirementsofthemainboardoftheJSE;

• Thecompanywill,tothebestofthedirectors’knowledge,qualifyforataxdeductionofdistributionsundersection25BB(2)oftheIncomeTaxActforthecurrentfinancialyear;

• Thecompany’stotalborrowingswillnotexceed60%ofthegreaterofgrossassetvalueandthetotalconsolidatedgroupborrowingsisnotmorethan60%ofthetotalconsolidatedgroupassetsassetoutinAnnexure 5 to this pre-listing statement;

• TheSafariauditcommitteehasconfirmedtotheJSEthataspartofitstermsofreferenceithasadoptedthepolicyreferredtoinparagraph13.46(h)(i)oftheListingsRequirementsandthatthecompanycomplieswiththefollowingprovisions set out in the Listings Requirements:

– adoptedandimplementedanappropriateriskmanagementpolicy,whichpolicyasaminimumisinaccordancewithindustrypracticeandspecificallyprohibitsSafarifromenteringintoanyderivativetransactionsthatarenotinthenormalcourseofSafari’sbusiness;

– reportingintheannualreporteachyearthattheauditcommitteehasmonitoredcompliancewiththepolicyandthatSafarihas,inallmaterialrespects,compliedwiththepolicyduringtheyearconcerned;and

– reporting to the JSE, in the annual compliance declaration referred to in paragraph 13.49(d) of the ListingsRequirements, that theauditcommitteehasmonitoredcompliancewith thepolicyand thatSafarihas, inallmaterial respects, complied with the policy during the year concerned.

• ThecompanywillcomplywiththegeneralcontinuingobligationsasdeterminedbytheJSEandmorespecificallythose set out in section 13.49 of the Listings Requirements as amended from time to time; and

• TheboardconfirmsthatSafariwillcomplywiththefollowingprovisions,assetoutinsection13.49oftheListingsRequirements:

– Safari will distribute at least 75%of its total distributable profits as a distribution to the holders of its listedsecuritiesbynolaterthansixmonthsafteritsfinancialyearend,subjecttotherelevantsolvencyandliquiditytestasdefinedinsection4and46oftheCompaniesAct;

– Safariwillprocurethat,subjecttothesolvencyandliquiditytestandtheprovisionsofsection46oftheCompaniesAct,thesubsidiariesofSafarithatarepropertyentitiesincorporatedinSouthAfricawilldistributeatleast75%oftheirtotaldistributableprofitsasadistributionbynolaterthansixmonthsaftertheirfinancialyearends;and

– Interimdistributionsmayoccurbeforetheendofafinancialyearend.

REIT taxation status

TheREITtaxlegislation,introducedintheIncomeTaxAct,cameintoeffecton1April2013.Thecompany’sstatusasaREITentails,amongothers,thefollowingtaxconsequences:

• Thecompanywillnotpaycapitalgainstaxonthedisposalofimmovableproperty,thedisposalofsharesinotherREITSorthedisposalofsharesinpropertycompanies;

• Thecompanymayclaimataxdeductionforqualifyingdividendstoitsshareholders;

• Dividends distributed by the company to its resident shareholders are subject to normal tax (and exempt fromdividendstax);and

• Dividendsdistributedtoforeignshareholdersaresubjecttodividendstax.

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InordertoqualifyfortheREITtaxbenefitsthecompany’ssharesmustbelistedasaREITasdefinedintheListingsRequirements.TheJSEgrantedthecompanyREITstatusonthebasisthatthecompanysatisfiestheaforementionedREITstatuslistingcriteria.

Corporate governance

Althoughunlisted,Safari hasoperatedasapublic companysince2010.Manyof the internal structures requiredbytheregulationandKingIIIhavethereforebeeninplaceforseveralyears.TheSafariboardconsistsof10directors,allofwhomwillretireandstandforre-electionatthefirstannualgeneralmeeting.Ofthe10directors,fourareexecutivedirectors, six are non-executivedirectors ofwhom three are independentdirectors. Theboardhas constituted threestanding committees, which oversee the various responsibilities. These included the audit and risk, remuneration and nominations and the social and ethics.

5. DETAILS OF THE PRIVATE PLACEMENT

AprivateplacementtoraiseuptoapproximatelyR400millionbywayofanofferforsubscriptiontoqualifyinginvestorsforuptoamaximumof53200000privateplacementsharesinthecompanyatanissuepricetobedeterminedbydemandandforwhichanindicativeissuepriceofR7,52perprivateplacementsharehasbeenusedinthispre-listingstatement.

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

Thelisting isconditionalonachievingaspreadofshareholders,acceptabletotheJSE,beingaminimumnumberof 300publicshareholdersholdingnotlessthan20%oftheissuedsharecapitalofthecompany,bynolaterthan48hoursprior to the listing.

There are no convertibility or redemption rights relating to the private placement shares offered in terms of the private placement.Privateplacementshareswillbeissuedindematerialisedformonly.Nofractionsofprivateplacementshareswill be issued pursuant to the private placement. The private placement will not be underwritten.

6. STATEMENT AS TO LISTING ON THE JSE

TheJSEhasgrantedSafarialistingofallitsissuedsharesontheJSEinthe“RealEstate–RetailREIT”sectoroftheJSEundertheabbreviatedname“Safari”,JSEsharecode:SARandISINZAE000188280effectivefromthecommencementoftradeonMonday,7April2014andsubjecttoSafarimeetingtheJSE’sshareholderspreadrequirements.

7. ACTION REQUIRED

Applications by invited investors for private placement shares must be made in accordance with paragraph 3 of this pre-listing statement and by completing an application form, a specimen of which accompanies this pre-listing statement. Application forms will be made available to invited qualifying investors. Applicants will only be permitted to apply for shares with a minimum total acquisition cost, per single addressee acting as principal, of greater than or equal to R1 000 000 unless the applicant is a person, acting as principal, whose ordinary business, or part of whose ordinarybusiness,istodealinsecurities,whetherasprincipaloragent(inrelianceonsection96(1)(a)(i)and96(1)(b)ofthe Companies Act) or if such applicant falls within one of the other specified categories of persons listed in section 96(1)oftheCompaniesAct.Followingthisbook-buildingprocess,theofferpricewillbedeterminedbythebookrunnersinconsultationwithSafariprior tooron theclosingdateof theofferandwillbe releasedonSENSonWednesday, 2April2014.AnychangetothesedatesandtimeswilllikewisebereleasedonSENS.

Applications for private placement shares may only be made for dematerialised shares and must be submitted through aCSDPorbrokerinaccordancewiththeagreementgoverningtherelationshipbetweentheapplicantandtheCSDPorbrokerbythecut-offtimestipulatedbytheCSDPorbroker.Applicationscannotbewithdrawnbyapplicantsonceaccepted.

If an applicant is in doubt as towhat action to take, the applicant should consult his/her broker, attorney or otherprofessional advisor immediately.

8. SALIENT FINANCIAL INFORMATION

ThetablesbelowsetoutthesalientforecastfinancialinformationofSafariforthe12monthsending31March2014and31March2015;andthesalientpro formastatementoffinancialpositionofSafariasat30September2013shouldbereadinconjunctionwiththefinancialinformation(paragraph10)disclosedinthispre-listingstatement.

Because of its nature, pro formafinancialinformationmaynotfairlypresentSafari’sfinancialposition,changesinequity,results of operations and cash flows. Such information has been prepared for illustrative purposes only, not all thefinancialinformationisprovidedandbecauseofitsnaturemaynotfairlyreflectthefinancialpositionandresultsofthecompany. The profit forecast and the pro forma statement of the financial position are the responsibility of the directors of the company and have been reported on by the independent reporting accountants and auditors.

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Profit and distribution forecast

31 March 2014

12 months

31 March 2015

12 months

Profit for the yearProfit for the period1 (rand) 76 882 663 100 068 344

Add: back straight lining of leases adjustment so as to calculate section 25BB2 distributable profit2 (rand) – 3 785 688

Profits available for distribution in terms of section 25BB2 (rand)3 – 104 579 956

Forecast distribution per share if Safari raises R315 million at R7,52 per Safari shareShares in issue on listing (number) raising approximately R315 million at R7,52 per share4 162 864 827 162 864 827

Forecast distribution per share (cents)5 20,00 68,00

– Dividend per share (cents)6 20,00 3,79

– Section 25BB2 distribution per share (cents)7 – 64,21

Forecast earnings/headline earnings per share if Safari raises approximately R315 million8 (cents) 79,17 61,40

Forward yield (based on distribution) per share with a share price of 752 cents per share9 (%) 2,65 9,04

Forecast distribution per share if Safari raises R400 million at R7,52 per Safari shareShares in issue on listing (number) raising approximately R400 million at R7,52 per share10 174 064 827 174 064 827

Forecast distribution per share (cents)11 20,00 68,00

– Dividend per share (cents)12 20,00 7,92

– Section 25BB2 distribution per share (cents)13 – 60,08

Forecast earnings/headline earnings per share if Safari raises approximately R400 million14 (cents) 79,50 57,49

Forward yield (based on distribution) per share with a share price of 752 cents per share15 (%) 2,65 9,04

The full profit forecast and accompanying notes and assumptions are set out in Annexure 7 to this pre-listing statement.

Notes:

1 The forecast profit for the financial years ending 31 March 2014 and 31 March 2015 as set out in more detail in Annexure 7 of the pre-listing statement.

2 The straight lining of leases adjustment is added back for determining the distribution per Safari share because it is a non-cash flow item and can be disregarded in calculating the section 25BB2 distributable profit for the financial year ending 31 March 2015. Please note that Safari will list after the 31 March 2014 and will not be a REIT for taxation purposes for the financial year ending 31 March 2014. Safari will be a REIT for JSE and taxation purposes for the financial year ending 31 March 2015.

3 The distributable profit for Safari as a REIT in terms of Section 25BB2 for the financial year ending 31 March 2015.

4 Assumes 42 000 000 new Safari shares is issued at an issue price of R7,52 per Safari share raising approximately R315 million. This scenario assumes a conservative approach.

5 The forecast distribution to Safari shareholders comprising the aggregate of the section 25BB2 distributions and the dividends paid to Safari shareholders.

6 This amount is the forecast dividend payments to Safari shareholders. Safari will be paying dividends from historical Safari retained income. Historically Safari didn’t make any distributions to Safari shareholders and as at 30 September 2013 the retained income balance as reflected in the Safari statement of financial position included in Annexure 10 of this pre-listing statement amounted to R255 755 912.

7 The section 25BB2 distribution per share calculated by dividing R104 579 956 by 162 864 827 Safari shares in issue.

8 The forecast earnings and headline earnings per share for the financial years ending 31 March 2014 and 31 March 2015 on the assumption that 42 000 000 new Safari shares are issued at an issue price of R7,52 per Safari share raising approximately R315 million.

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9 The forward yield per Safari share in issue expressed as a % calculated by dividing the forecast distribution per Safari share by the issue price per Safari share.

10 Assumes 53 200 000 new Safari shares are issued at an issue price of R7,52 per Safari share raising approximately R400 million.

11 The forecast distribution to Safari shareholders comprising the aggregate of the section 25BB2 distributions and the dividends paid to Safari shareholders.

12 The forecast dividend payment by Safari to Safari shareholders from historical Safari retained income. As at 30 September 2013 the retained income balance as reflected in the Safari statement of financial position included in Annexure 10 of this pre-listing statement amounted to R255 755 912.

13 The section 25BB2 distribution per share calculated by dividing R104 579 956 by 174 064 827 Safari shares in issue.

14 The forecast earnings and headline earnings per share for the financial years ending 31 March 2014 and 31 March 2015 on the assumption that 53 200 000 new Safari shares are issued at an issue price of R7,52 per Safari share raising approximately R400 million.

15 The forward yield per Safari share in issue expressed as a % calculated by dividing the forecast distribution per Safari share by the issue price per Safari share.

Pro forma statement of financial position information*

Capital raised R315 million R400 million

Number of shares in issue 162 864 827)1 174 064 827)2

Net asset value per share3 (cents) 761 760

Net tangible asset value per share (cents) 763 762

* Assumes the private placing took place as at 31 March 2014.

Notes:

1 162 864 827 Safari shares will be in issue if Safari raises R315 million by way of an issuance of 42 000 000 new Safari shares at R7,52 per Safari share.

2 174 064 827 Safari shares will be in issue if Safari raises R400 million by way of an issuance of 53 200 000 new Safari shares at R7,52 per Safari share.

3 The respective net asset value per share based on the scenarios as described in notes 1 and 2 above.

The full pro forma statement of financial position and accompanying notes and assumptions are set out in Annexure 5 to this pre-listing statement.

The table below illustrates the historic and forecast revenue growth as extracted from the statement of forecast financial information and historical financial information included in Annexures 7 and 10 of the pre-listing statement, respectively.

Rental income before lease smoothing

28 February 2011

R

28 February 2012

R

31 March 2013

R

31 March 2014

R

31 March 2015

R

Rental income without lease smoothing 64 679 907 72 862 803 95 646 478 112 874 888 138 533 297

Year on year growth (%) 12,65 31,26 18,01 22,73

Four-year average growth (%) 28,55

Performance

The strong performance of Safari’s centres has been most evident in trading densities (total sales per square metre), with the three largest centres showing generally strong increases over the past three financial years. More significantly, trading densities have exceeded the industry average for small regional centres by between 10% and 25%. While Denlyn did report a decrease in trading density in the 2013 financial period due to the large expansion process, the trading density remained the highest in the portfolio. As a consequence of the high trading densities vacancies have been close to zero and additional space for expansions has largely been pre-let.

The strong trading performance was born out of robust rental escalations. With the highest trading density, Denlyn has reported weighted average rental escalations of 12% over the past few years, well above the industry average. Thabong has also managed double-digit escalations, whilst escalations at Atlyn have been around 9%. Combined with

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theexpansionsof the tradingarea,Denlynreported22%growth in rental income in the2013financialperiod,whileThabongandAtlynreported20%and17%growthrespectively.Victoriandeliveredescalationsinlinewiththemarket.

Despite the strong escalations achieved, average rental rates remain well below the sector average. Based on industry datatheaveragerentalforsmallregionalcentresisaroundR250/m2 and R170/m2 for community centres. This compares to average rentals between R92/m2 and R109/m2forSafari’sproperties.Thisisaclearsuggestionthatsubstantialroomforrentalincomegrowthexistsimmediately,evenifindustryrentalsbegintostagnatesomewhat.

Rentalincomeisforecasttoincreaseduringthe2014financialyear,largelyduetotheextensionsatDenlyncomingonstreamforthefullyear.Double-digitgrowthratesarealsoexpectedfromAtlynandThabong.AsTheVictorianhasbeenacquiredclosetotheyearend,itscontributiontothe2014yearislow.PleasenotethatSafari’s2013financialperiodwasa13-monthperiodduetothechangeinyearendfromFebruarytoMarchsoastoallowSafaritolistasaREIT.

Tenant quality and lease expiry

Safari’stenantmixisunderpinnedbynationalretailers,banks,restaurantsandfastfoodchains.Inthisregard,amongstthe fourproperties,A-grade tenantsaccount foraround69%of theGLAand58%of rental income,whileB-gradetenantscomprise18%ofGLAand21%ofrentalsrespectively.C-gradetenantsaregenerallystandalonebusinesses,providing specific services to the community. Focusing on tenant concentrations, the top-10 tenant groups across the portfolioaccountfor41,5%.Ofthis,fourtenantscontributebetween6%and7%each(Shoprite,Edcon,FoschiniGroup,Pepkor)andthreebetween4%and5%(Truworths,MrPriceGroupandSpar).Safarievidencesafavourableoverallleaseprofile.ExpiriesbyGLAarelongdated,withalmost60%onlymaturingfrom2018onwards.Thisequatestoaround44%leasesbyrentalincome.ThedifferentialbetweenGLAandrentalincomeexpiriescanbeattributedtothehighportionanchortenantswithleaseperiodsof10yearsormore,withmultipleoptionalextensions.Assuchtenantstendtopayalowerrentalratepersquaremetre,theirproportionalcontributiontoleasesbyincomeislowerthanbyGLA.Incontrast,private tenants tend to pay higher per metre rentals and sign shorter dated leases.

With regard tomaturitiesby rental income,a relativelyevendispersion isapparent,withbetween15%and20%ofleasesexpiringinanygivenyear,Safari’sleasematurityprofileisexpectedtolengthenevenfurtherasnewtenantsareintroducedintothecentresthroughthevariousextensionsunderway.Whilelongerdatedleasesdooffergreaterincomestability and reduce portfolio risk, theymay limit Safari’s ability to pass through higher rental escalations.However,includedinalllong-termleaseagreementsareturnoverclausesthatenableSafaritobenefitfromincreasedfoottraffic,compensating somewhat for potential lower escalations.

The table below illustrates the historical growth in investment property value as extracted from the report on historical financial information included in Annexure 10 to this pre-listing statement:

Asset value1 March

2010 28 February

2011 29 February

2012 31 March

2013

Investmentproperty(R) 593638984 718564984 856811029 1054912556

Yearonyeargrowth(%) 21,04 19,23 23,12

Three-year average growth (%) 25,90

Gearing and future extensions

Thelistingsproceedswillbeutilisedtosettlealloutstandingdebt,withapproximatelyR58millionretainedincash.ThiswillfreeuptheentireR600millionAbsadebtfacilitytobeutilisedfornewcapex.WhilethecurrentR600millionAbsafacilityissufficienttosupporttheprojectpipeline,Safariplanstodiversifyfundingthroughadomesticmedium-termnoteissuance.

9. FURTHER COPIES OF THE PRE-LISTING STATEMENT

Further copies of this pre-listing statement may be obtained during normal business hours from Monday, 31 March 2014 from:

• SafariInvestments(RSA)Limited,420FrieslandLane,Lynnwood,Pretoria0081;

• ComputershareInvestorServicesProprietaryLimited,GroundFloor,70MarshallStreet,Johannesburg2001;

• EdwardNathanSonnenbergsInc,150WestStreet,Sandton2196;and

• PSGCapitalProprietaryLimited,1stFloor,OuKollegeBuilding,35KerkStreet,Stellenbosch7599.

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IMPORTANT DATES AND TIMES1

The definitions and interpretations commencing on pages 13 to 18 of this pre-listing statement apply to these important dates and times:

2014

Abridgedpre-listingstatementreleasedonSENSon Friday,28March

Abridged pre-listing statement published in the press on Monday, 31 March

Opening date of the private placement (9:00) Monday, 31 March

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

ResultsoftheprivateplacementreleasedonSENSon Wednesday,2April

Notificationofallotmentstosuccessfulinvitedinvestorsby Wednesday,2April

Results of the private placement published in the press on Thursday, 3 April

ListingofsharesandthecommencementoftradingontheJSEon(9:00) Monday,7April

AccountsatCSDPorbrokerupdatedandcreditedinrespectofdematerialised shareholders3 Monday, 7 April

Notes:

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

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

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

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DEFINITIONS AND INTERPRETATIONS

In thispre-listingstatementand theannexureshereto,unlessotherwise indicated, thewords in thefirstcolumnhave themeanings stated opposite them in the second column, words in the singular include the plural and vice versa, words importing one gender include the other genders and references to a person include references to an entity and vice versa.

“Absa” Absa Bank Limited, (registration number 1986/004794/06), a public company dulyincorporatedandregisteredinaccordancewiththelawsofSouthAfrica;

“acquisition” or theacquisitionbySafarioftheHeidelbergpropertyandcertainassumedliabilities“Heidelberg acquisition” ofHeidelberginexchangeforafreshissuanceofsharesbySafari;

“ALSI” theFTSE/JSEAllShareIndex;

“anchor tenant” the leading tenant in a shopping centre whose prestige and brand recognition is anticipated to attract other tenants and shoppers and who usually occupies the largest percentage of gross lettable area in the shopping centre;

“annual budget” the budget including revenues, operating and capital investment expenditures, otherexpenditureandcashflowforafinancialyearofeachlettingenterprise;

“application form” the blue application form, attached to and forming part of this pre-listing statement, which qualifying investors are required to complete and return in accordance with the instructions contained therein in order to be considered for participation in the offer;

“Attorneys Act” AttorneysAct,No53of1979,asamended;

“Bloomberg” a real-time, online, subscription provider of up-to-date business news and financial information which delivers international breaking news, live stock market data and an online database providing current and historical financial quotes, financial statement data for listed companies, business newswires, statistics on financial markets and global economies, as well as a portal to company, industry and economic research;

“board” theboardofdirectorsofSafari,thedetailsofwhicharesetoutinparagraph6andAnnexure 4 of this pre-listing statement;

“bookrunner(s)” DEA-RUasleadbookrunnerandPSGasjointbookrunner;

“business day” anydayotherthanaSaturday,SundayorofficialpublicholidayinSouthAfrica;

“CAGR” Compound Annual Growth Rate;

“certificated shareholders” Safarishareholderswhoholdcertificatedshares;

“certificated shares” Safarishareswhichhavenotbeendematerialised intotheStratesystem,title towhich isrepresented by share certificates or other physical documents of title;

“CGT” CapitalGainsTaxasleviedintermsoftheIncomeTaxAct;

“CIPC” theCompaniesandIntellectualPropertyCommission,establishedintermsofsection185ofthe Companies Act;

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

“Companies Act” theCompaniesAct,No2008(ActNo71of2008),asamended;

“Companies Regulations” theCompaniesRegulations,2011promulgatedinGovernmentGazetteNo34239intermsof section 223 of the Companies Act;

“corporate advisor(s)” DEA-RU and FKC, full details of which are set out in the “Corporate information andadvisors”sectionofthispre-listingstatement;

“Cosmos” Cosmos Management Close Corporation (registration number 1989/037137/23), a close corporationincorporatedandregisteredinSouthAfrica.Themember’sinterestinCosmosisheld55%byFJJMarais(SafariCEO),15%byEleGrange,20%byWVenterand10%byML de Klerk;

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“CPI” consumerpriceindex,showingtheaveragepricelevelofabasketofgoodsandservicesbought by a typical consumer or household and which changes over time, as determined andpublishedbyStatisticsSouthAfricafromtimetotime;

“CSDP” a CentralSecuritiesDepositoryParticipantinSouthAfricaappointedbyashareholderforthepurposes of, and in regard to, dematerialisation and to hold and administer securities or an interest in securities on behalf of a shareholder;

“Deeds Office” therelevantofficeoftheRegistrarofDeedshavingjurisdictionoverthelandinquestion;

“dematerialise” or the process whereby ownership of shares as evidenced by share certificates and/or “dematerialisation” some other documents of title are converted to an electronic form as dematerialised shares

underStrate and recorded in the sub-register of shareholdersmaintainedbyaCSDPorbroker;

“dematerialised shareholders” Safarishareholderswhoholddematerialisedshares;

“dematerialised shares” SafarishareswhichhavebeenincorporatedintotheStratesystem,titletowhichisnolongerrepresented by share certificates or physical documents of title;

“development agreement(s)” thewrittendevelopmentagreementsenteredintobetweenSafariDevelopmentsandSafari,as more fully describe in Annexure 13;

“development manager” SafariDevelopments;

“developments” projectsentailingthedevelopmentofimmovableproperty;

“direct property portfolio” thosepropertiesheldbySafarianditssubsidiaries,assetoutinAnnexure 1;or “property portfolio”

“director” adirectorofSafariasdefinedintheCompaniesAct;

“distributable income” or gross income,asdefined in the IncomeTaxAct lessdeductionsandallowancesthatare“distributable profit” permittedtobedeductedbyaREITintermsoftheIncomeTaxAct,otherthanthequalifying

distribution,asdefined in termsof section25BBof the IncomeTaxAct,beingqualifyingdistributions that form part of distributable profit;

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

“Exchange Control the Exchange Control Regulations of South Africa issued under the CurrencyRegulations” andExchangesAct(ActNo9of1933),asamended;

“Financial Markets Act” FinancialMarketsAct,No19of2012,asamendedfromtime-to-time;

“Financial Year” thefinancialyearofSafariwhichcommenceson1Aprilofeachyearandendson31Marchof the following year;

“GLA” the total area of a building that can be let to a tenant plus supplementary areas which include forexamplestorerooms,balconies,terraces,patiosandsignage/advertisingareas;

“government” thegovernmentofSouthAfrica;

“GR” GrossRental,beingbasicrentalplusoperationalcosts,excludingratesandtaxes,measuredin Rands;

“group” in relation to a company (wherever incorporated), any company that is a subsidiary (being its holding company) and any other subsidiaries of any such holding company and each companyinagroupthatisamemberofthegroup.Unlessthecontextotherwiserequires,theapplication of the definition of group to any company at any time will apply to the company as it is at that time;

“Heidelberg property” portion 3 of erf 3523 Heidelberg Township, registration J.R. Gauteng measuring 3,4hectaresandheldbySafariHeidelbergbydeedoftransferT164635/2004;

“Heidelberg property theagreementbetweenSafariandSafariHeidelbergintermsofwhichSafariacquiredtheacquisition agreement” HeidelbergpropertyfromSafariHeidelbergdated24January2014;

“Income Tax Act” theIncomeTaxAct,No58of1962,asamended;

“independent reporting Mazars, a partnership formed in terms of the laws of South Africa, full details ofaccountants and auditors” whicharesetoutinthe“Corporateinformation”section;or “independent reporting accountants” or “Mazars”

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“independent property valuer” theindependentpropertyvaluerofSafaribeingMillsFitchet;

“intangible assets” anintangibleassetasdefinedandrecognisedintermsofIFRS;

“investment committee” a committee to be established by Safari and appointed by the board to consider andmotivate investment opportunities, details of which are set out in paragraph 9.3 of this pre-listing statement;

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

“IFRS” InternationalFinancialReportingStandards;

“JIBAR” JohannesburgInter-BankAgreedRate;

“JSAPY” theFTSE/JSESouthAfricaListedPropertyIndex;

“JSE” JSE Limited (registration number 2005/022939/06), licensed as an exchange under theFinancialMarketsAct(ActNo19of2012)asamended,andapubliccompanyregisteredandincorporatedintermsofthelawsofSouthAfrica;

“JSE Guaranteed Fund” a fund consisting of assets acquired and liabilities incurred by the trustees of the JSEGuaranteeFundTrust(master’sreferencenumberIT9150/2005);whichvestinthetrustees;

“King III” theCodeofCorporatePracticesandConduct inSouthAfrica, representingprinciplesofgood corporate governance as laid out in the King Report, as amended from time to time;

“land” immovable property;

“last practicable date” the last day before the finalisation of this pre-listing statement being Friday, 14 March 2014;

“lease agreements” theleaseagreementsenteredintobetweentheSafarigroupandthetenantsofthelettingenterprises;

“letting enterprise” the business of letting a building or part thereof;

“listing” thelistingofalltheissuedsharesofthecompanyinthe“RealEstate–RetailREIT”sectorofthemainboardoftheJSE,expectedtobeonMonday,7April2014;

“Listings Requirements” theListingsRequirements,asamendedbytheJSEfromtimetotime;

“Loadman” AfricanElectrical TechnologiesProprietaryLimited (registrationnumber1994/000780/07),trading as Loadman, a private company incorporated on 10 February 1994. The shares inLoadmanareheld25%bythePETrust,25%bytheTJTrust,25%bytheIJTrustand 25%by theSchuldFamilyTrust.ThedirectorsofLoadmanarePPVEOlivier,JBTheron,SJFStapelbergandHLSchuldwhoarealsobeneficiariesofthevarioustrustslistedabove.NoneofthedirectorsortheirrespectivetrustsarerelatedpartiestoSafariasdefinedintheJSEListingsRequirementsandnodirectorofSafariortheirassociateshaveanyinterestorbenefit in the Loadman electrification agreement;

“Loadman electrification theagreemententeredintobetweenSafariandLoadmandated24February2014.Abriefagreement” summary of this agreement is included in Annexure 3 of the pre-listing statement;

“loan agreement between the loan agreement entered into between Safari and Absa Mortgage Fund ManagersSafari and Absa” dated1July2013;

“m2” or “sqm” square metres;

“Mills Fitchet” the independent and professional property valuer of the group, full details of which are set outinthe“Corporateinformation”section;

“MOI” the Memorandum of Incorporation of the company, extracts of which are set out in Annexure 14;

“NAV” NetAssetValue,beingthevalueofallthegroup’sassetsaftersubtractingthevalueofallitsliabilitiesasdeterminedinaccordancewiththeconsolidatedfinancialstatementsofSafaripreparedinaccordancewithIFRS;

“Nedbank” NedbankLimited(registrationnumber1951/000009/06),apubliccompanydulyincorporatedandregisteredinaccordancewiththelawsofSouthAfrica;

“net income” grossincome,asdefinedintheIncomeTaxAct;lessdirectpropertyexpenses,administrationexpensesandfinancecosts;

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“NLA” NetLettableArea,beingthetotalareaofabuildingthatcanbelettoatenant.NLAisthusGLA minus supplementary areas;

“node” a narrowly particularised and localised position or place; a spot; or area;

“offer” or “private placing” aprivateplacingbywayofanoffer forsubscriptionofup toamaximumof53200000shares in the share capital ofSafari toqualifying Investors at an indicative issuepriceofapproximatelyR7,52;

“own-name dematerialised dematerialisedSafarishareholderswho/whichhaveelectedown-nameregistration;shareholders”

“portfolio development and the agreement entered into between Safari and Safari Developments datedprocurement agreement” 27 February 2014;

“property portfolio theagreemententeredintobetweenSafariandCosmosdated27February2014;management agreement”

“pre-listing statement” alldocumentscontainedinthisbounddocument, includingtheannexuresheretoandtheapplication form, dated Friday, 28 March 2014;

“press” the Business Day newspaper;

“prime rate” the publicly quoted basic rate of interest from time to time published by Absa as being the prime overdraft rate;

“promoter” the party(ies) responsible for the formation of a company to be listed, or acquired by an existingissuer,andwhoearn(s)afeetherefrom,incashorotherwise;

“property portfolio manager” Cosmos, as the property portfolio manager of the property portfolio;or “portfolio manager”

“property portfolio theagreemententeredintobetweenSafariandCosmosdated27February2014;management agreement”

“property portfolio” or the portfolio of properties and the details of which are set out in Annexure 1 to this“properties” pre-listing statement;

“purchase consideration” thetotalamountofR128400000paidbySafaritotheHeidelbergshareholdersbywayofor “Heidelberg purchase a fresh issuance of 17 074 470 Safari shares at R7,52 per Safari share to Heidelbergconsideration” shareholdersonregistrationoftheHeidelbergpropertyintothenameofSafari;

“qualifying investors” invited investors applying as principals for a minimum subscription of R1 million in shares unless such applicant is a person, acting as principal, whose ordinary business, or part of whose ordinary business, is to deal in securities, whether as principal or agent (in reliance on section96(1)(a)(i)and96(1)(b)oftheCompaniesAct)orsuchapplicantfallswithinoneoftheotherspecifiedcategoriesofpersonslistedinsection96(1)oftheCompaniesAct;

“R” or “Rand” or “ZAR” SouthAfricanRand,thelawfulcurrencyofSouthAfrica;

“registered owners” the owners of the Land registered as such in the Deeds Office;

“REIT” RealEstateInvestmentTrust,acompanylistedontheJSEwhichhasreceivedREITstatusin termsof theListingsRequirementsandwhichqualifies for taxdeduction in respectofdistributionsundertheprovisionsofsection25BBoftheIncomeTaxAct;

“SA” or “South Africa” theRepublicofSouthAfrica;

“Safari” or “the company” Safari InvestmentsRSALimited(registrationnumber2000/015002/06),apubliccompanyincorporatedon7July2000inaccordancewiththelawsofSouthAfrica(previouslyknownasSafariInvestmentsSebokengProprietaryLimited),tobelistedontheJSEandclassifiedasaREIT;

“Safari Atteridgeville” SafariInvestmentsAtteridgevilleProprietaryLimited(registrationnumber2004/029742/07), a private company incorporated in South Africa. On 1 March 2009 Safari Atteridgevilleenteredintoanamalgamationtransactionascontemplatedinsection44oftheIncomeTaxAct,No58of1962(asamended)throughthesaleof therespectivebusinessesofSafariPretoriaandSafariAtteridgevilleasgoingconcernstoSafariinoneindivisibleamalgamationtransaction.All theSafariAtteridgevilleshareholderswereabsorbed intoSafariandSafariAtteridgeville was liquidated;

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“Safari Developments” SafariDevelopments (Pretoria)ProprietaryLimited (registrationnumber2000/024887/07), a private company incorporated in South Africa. The shares in Safari Developments are held25%byPaceProjectsProprietaryLimitedwhosesharesareheld100%byKPashiou, adirectorofSafari;25%bySJKruger,adirectorofSafari;25%byJCVerwayen,adirectorofSafari;and25%bySafariholdofwhich100%isheldbyFJJMarais,theSafariCEO;

“Safari group” SafarianditssubsidiarySafariNamibia;

“Safari Heidelberg” Safari Investments(Heidelberg)ProprietaryLimited(registrationnumber1996/015306/07),aprivatecompany incorporated in1996 inSouthAfrica.Theshares inSafariHeidelbergareheldbytheAJSWTrust(2,2%),CELamprecht(1,2%),ChrisandNelsiaVisserFamilieTrust(1,8%),DATrust(0,5%),DeVilliers&SchoemanTrust(3,1%),DeVilliersCilliersTrust(1,0%), FAPashiouTrust (4,9%), FrancoisMaraisTrust (5,6%),GAPashiouTrust (4,9%),GroveEiendomsTrust(2,5%),IJTrust(2,7%),Jannie&AdriVerwayenTrust(3,3%),JanniedeBeerFamilyTrust(7,1%),JCHavinga(0,9%),JCMCInvestmentConsultantsProprietaryLimited(0,8%),JHLamprecht(2,3%),JPvanderMerwe(0,6%),KAPashiouTrust(4,9%),KD Brandt (4,2%),MRC Trust (5,6%), Paula Prinsloo (1,5%), PE Trust (3%), PlentytradeProprietaryLimited (15,8%),RASkinnerKonstruksieCC(2,3%),RikaVenterFamilieTrust(3,8%),SSesTrust(2%),SchuldFamilyTrust(2,7%),SSLTrust(0,8%),TheAMPInvestmentTrust(2,3%),TheFloodInvestmentTrust(3,2%)andtheTJTrust(2,7%);

“Safari Namibia” Safari Investments Namibia Proprietary Limited, registration number 2002/246, a privateunlistedcompany incorporated inNamibia (previouslyknownasSwakopmundWaterfrontPropertyCompany),awhollyownedsubsidiaryofSafariwithregisteredaddress14StarfishRoad,SealaVieNo2,Mile4,Swakopmund;

“Safari Pretoria” Safari Investments Pretoria Proprietary Limited, registration number 2000/030872/07, aprivatecompanyincorporatedinSouthAfrica.On1March2009SafariPretoriaenteredintoanamalgamationtransactionascontemplatedinsection44oftheIncomeTaxAct,No58of1962(asamended)throughthesaleoftherespectivebusinessesofSafariPretoriaandSafariAtteridgevilleasgoingconcernstoSafariinoneindivisibleamalgamationtransaction.AlltheSafariAtteridgevilleshareholderswereabsorbedintoSafariandSafariPretoriawasliquidated;

“Safari Retail” SafariRetailProprietaryLimited,registrationnumber2008/011620/07,aprivatecompanyincorporatedinSouthAfrica.ThesharesinSafariRetailisheld60%byFJJMaraistheSafarichiefexecutiveofficer,20%byHPienaarand20%byZEngelbrechttheSafarichieffinancialofficer;

“Safarihold” Safarihold Proprietary Limited (registration number 1983/012478/07), a private companyincorporated in South Africa owned 50% by theMRC Trust (Master’s reference numberIT 4930/02) a family trust ofwhichMCMarais, FJJMarais and JA Janse vanRensburgaretrusteesandCKruger,HHKlerck,JHRKlerkandTRoodearebeneficiariesand50%bytheFrancoisMaraisTrust(Master’sreferencenumberIT177/85)afamilytrustofwhich FJJMarais,WEJohnsonandJHBoshoffaretrusteesandMCMarais,RSLMarais,WMaraisand FH Marais are beneficiaries;

“SA” or “South Africa” theRepublicofSouthAfrica;

“SAPOA” SouthAfricanPropertyOwnersAssociation;

“SARB” SouthAfricanReserveBank;

“SARS” theCommissioneroftheSouthAfricanRevenueService;

“SENS” theStockExchangeNewsServiceoftheJSE;

“share” or “shares” anoparvalueordinaryshareintheissuedsharecapitalofSafari;

“shareholder(s)” or “Safari theholderorholdersofsharesinSafari;shareholder(s)”

“Sponsor” PSGCapitalProprietaryLimited,fulldetailsofwhicharesetoutinthe“Corporateinformationandadvisors”sectionofthispre-listingstatement;

“Strate” Strate Limited (registration number 1998/022242/06), a public company registered andincorporatedintermsofthelawsofSouthAfrica,whichislicensedtooperate,intermsoftheFinancialMarketsAct(ActNo19of2012),asamended,andwhichisresponsiblefortheelectronicsettlementsystemusedbytheJSE;

“STT” SecuritiesTransferTax,asdeterminedintheSouthAfricanSecuritiesTransferTaxAct,No25of 2007;

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“subsidiary” asubsidiarytoSafariasdefinedintheCompaniesAct;

“tangible NAV” NetAssetValuelessintangibleassets;

“transfer” theregistrationoftransferoftherelevantimmovablepropertyintothenameofSafariorthegroup in the relevant deeds registry office;

“transfer secretaries” or Computershare Investor Services Proprietary Limited (registration number“Computershare” 2004/003647/07)aprivatecompany registeredand incorporated in termsof the lawsof

SouthAfrica,fulldetailsofwhicharesetoutinthe“Corporateinformation”section;

“VAT” ValueaddedtaxasdefinedintheValueAddedTaxAct(ActNo89of1991),asamended;

“VWAP” VolumeWeightedAveragePrice;and

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

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SECTION ONE – DETAILS OF THE PRIVATE PLACEMENT

1. PURPOSES OF THE PRIVATE PLACEMENT AND THE LISTING

1.1 The principal rationale for the Listing of the company is to:

1.1.1 provide qualifying investors with an opportunity to participate over the long term in the income streams andfuturecapitalgrowthofSafari;

1.1.2 obtain an increased spread of shareholders to enhance the liquidity and tradeability of the shares;

1.1.3 provideSafariwithaccesstoacentre’stradingfacilitytherebyprovidingliquiditytoshareholders;

1.1.4 provideSafariwithaccesstocapitalmarketsandaplatformtoraisefundingtopursuegrowthandinvestment opportunities in the future; and

1.1.5 enhancethepublicprofileandgeneralawarenessofSafari.

1.2 The main purpose of this pre-listing statement is to:

1.2.1 provide investors with relevant information relating to the company, property portfolio, directors and property managers;

1.2.2 communicate the strategy and vision of the company;

1.2.3 undertaketheprivateplacingofuptoamaximumof53200000shareswithinvestors;and

1.2.4 set out the salient details of the offer and the procedure for participating therein.

1.3 ThenetproceedsoftheprivateplacementwillbeusedbySafaritosettleinterest-bearingdebtandstrengthenthe balance sheet for ongoing activities.

2. SALIENT DATES AND TIMES

2014

Opening date of the private placement (9:00) Monday, 31 March

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

Notificationofallotmentstosuccessfulinvitedinvestorsby Wednesday,2April

ResultsoftheprivateplacementreleasedonSENSon Wednesday,2April

Results of the private placement published in the press on Thursday, 3 April

AccountsatCSDPorbrokerupdatedanddebitedinrespectofdematerialised shareholders Monday, 7 April

ListingofsharesandthecommencementoftradingontheJSEon(9:00) Monday,7April

Thedatesandtimesinthispre-listingstatementaresubjecttochangeandanychangeswillbereleasedonSENSandpublished in the press.

3. PARTICULARS OF THE PRIVATE PLACEMENT

3.1 Details of the private placement

3.1.1 A private placement to raise up to R400 million by way of an offer for subscription to invited investors foruptoamaximumof53200000privateplacementsharesinthecompanyatanissuepricetobedeterminedbydemandandforwhichanindicativeissuepriceofR7,52perprivateplacementsharehas been used in this pre-listing statement.

3.1.2 Theprivateplacementshares issuedintermsofthispre-listingstatementwillbeallottedsubjecttotheprovisionsoftheMOIandwillrankpari passuinallrespectsincludingdistributions,withallexistingissued shares in the company.

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

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3.1.4 OnlynoparvalueshareswillbeissuedasprovidedforintheMOI.

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

3.1.6 Nofractionsofprivateplacementshareswillbeofferedintermsoftheprivateplacement.Anyexcessfunds received from applicants resulting from fractional entitlements will be refunded.

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

3.1.8 Nosharehasanyspecialrightstodividends,capitalorprofitsofthecompany.

3.1.9 TherewillbenootherclassesofsharesauthorisedorinissuebySafariatthedateoflisting.

3.1.10 There are no shares held in treasury.

3.2 Conditions to the listing

3.2.1 The listing issubject to theachievementofaspreadofshareholdersacceptable to theJSE,beingaminimumof300publicshareholdersholdingnot lessthan20%oftheissuedsharecapitalofthecompany.Safariexpectstomeettheserequirementsaftertheprivateplacement.

3.2.2 The offer and listing are conditional on obtaining the minimum spread of shareholders required under the Listings Requirements failing which, the private placing and any acceptance thereof shall not be of any force or effect and no person shall have a claim whatsoever against the company or any other person as a result of the failure of such condition.

3.3. Procedures for acceptance

3.3.1 The private placement is open to invited investors only.

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

3.3.3 Qualifying investors wishing to participate in the offer should contact the bookrunner prior to the cut-off timeanddateforprovidingapplicationsreferredtoinparagraph2headed“salientdatesandtimes”above.

3.3.4 The following parties may not participate in the private placement:

3.3.5.1 any person who may not lawfully participate in the private placement; and/or

3.3.5.2 any investor who has not been invited to participate; and/or

3.3.5.3 any person acting on behalf of a minor or deceased estate.

3.3.5 Noapplicationswillbeacceptedafter12:00onWednesday,2April2014.

3.3.6 Applications submitted by qualifying investors are irrevocable until the date of listing and may not be withdrawnoncereceivedbythetransfersecretaries,CSDPorbrokers.

3.3.7 Nopersonacquiringsharesbyvirtueofsection96(1)(b)oftheCompaniesActshallbepermittedtouse an agent.

3.3.8 Application forms must be completed in accordance with the provisions of this pre-listing statement and the instructions contained in the application form.

3.3.9 Copies or reproductions of the application form will be accepted at the discretion of the board.

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

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

3.3.12 Eachapplicationwillberegardedasasingleapplication.

3.3.13 Applications must be for a minimum of R1 000 000 per person acting as principal. Thereafter applications should be in multiples of no less than 1 000 shares.

3.3.14 Sharesmaynotbeappliedforinthenameofaminororadeceasedestate.

3.3.15 Nodocumentaryevidenceofcapacityneedaccompanytheapplicationform,butSafarireservestheright to call upon any selected qualifying investor to submit such evidence for noting, which evidence will be returned at the risk of the qualifying investor.

3.3.16 The board reserve the right to accept or refuse any applications, either in whole or in part, or to abate any or all applications (whether or not received timeously) in such manner as they may determine, in the event of an oversubscription.

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3.4 Representation

AnyqualifyinginvestorapplyingfororacceptingsharesintheoffershallbedeemedtohaverepresentedtoSafarithat such investor was in possession of a copy of this pre-listing statement at that time. Any party applying for oracceptingsharesonbehalfofaqualifying investorshallbedeemedtohaverepresentedtoSafari that it isduly authorised to do so and warrants that it and the qualifying investor for whom it is acting as agent is duly authorised to do so in accordance with all relevant laws and such investor guarantees the payment of the issue price and that a copy of this pre-listing statement was in the possession of such investor for whom it is acting as agent.

3.5 Allocation and oversubscription

3.5.1 The basis of allocation of the issued shares will be determined by the bookrunner in consultation with Safari.ItisintendedthatnoticeofallocationwillbegivenonWednesday,2April2014.Dependingonthe level of demand, applicants may receive no shares or fewer than the number of shares applied for.Anydealing insharesprior todeliveryofsuchshares isentirelyat theapplicant’sownrisk.Nopreference of allotment will be given to any particular company or group.

3.5.2 In theeventofanoversubscription, theboardshall, in itssolediscretion,determineanappropriateallocation mechanism, such that the private placement shares will be allocated on an equitable basis, calculated in such a way that a person will not, in respect of his application receive an allocation of a lesser number of shares than any other invited investor applying for the same number or a lesser number of shares. Theboardwill also take into account the spread requirements of the JSE, theliquidity of the shares and consider the potential shareholder base that the board wishes to achieve.

3.6 Dematerialisation of the issued shares

ShareswillbeissuedbySafaritosuccessfulapplicantsindematerialisedformonly.Accordingly,allsuccessfulapplicantsmustappointaCSDP,directlyorthroughabroker,toreceiveandholdthedematerialisedsharesontheirbehalf.Shouldashareholder requireaphysicalcertificate forhis/hershares,suchshareholderwillhaveto materialise their shares following the listing, for which a fee will be charged, and should therefore contact its CSDPtodoso.Itisnotedthattherearerisksassociatedwithholdingsharesincertificatedform,includingtheriskoflossortaintedscript,whicharenolongercoveredbytheJSEGuaranteeFund.Allshareholderswhoelectto convert their dematerialised shares into certificated shares will have to dematerialise their shares should they wishtotradethemunderthetermsofStrate(seeparagraph3.8headed“Strate”below).

Eachapplicant’sdulyappointedCSDPorbrokerwillreceivethedematerialisedsharesontheirbehalfwhichisexpectedtooccuronMonday,7April2014duringtheStratesettlementruns.

3.7 Payment and delivery of shares

3.7.1 Eachsuccessfulapplicantmust,assoonaspossibleafterbeingnotifiedofanallocationofshares,forward to:

3.7.1.1 itsCSDPallinformationrequiredbytheapplicant’sCSDPandinstructitsCSDPtopaytheaggregatepriceforsuchsharestothedesignatedaccountofSafari.Suchinformationandinstructionsmustbeconfirmedtotheapplicant’sCSDPbynolaterthan14:00threebusinessdays(expectedtobeWednesday,2April2014)priortothedateoflisting;and

3.7.1.2 the bookrunner, details of its CSDP, the name of the account holder and number ofshares and such other information as is required by Safari’s CSDP in order to effectdeliveryoftherelevantshares.Suchinformationmustbeconfirmedtothebookrunnerbynolaterthan14:00,threebusinessdays(expectedtobeWednesday,2April2014)priorto the date of listing.

3.7.2 ApplicantsareadvisedtoconsulttheirCSDPwithregardtothedatebywhichtheyarerequiredtotransfertheirfundstotheCSDP.EachapplicantmustthenplaceitsfundswithitsCSDPormakeothernecessaryarrangementstoenableitsCSDPtomakepaymentfor the allocated shares on Monday, 7April2014,inaccordancewitheachapplicant’sagreementwithitsCSDP.

3.7.3 The applicant’sCSDPmust commit in Strate to the receipt of the applicant’s allocation of sharesagainstpaymentbynolaterthan16:00onThursday,3April2014.

3.7.4 Onthedateoflisting(expected to be Monday, 7 April 2014), the applicant’s allocation of shares will be creditedtotheapplicant’sCSDPorbrokerduringtheStratesettlementrunswhichoccurthroughoutthe day.

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3.8 Strate

3.8.1 SharesmayonlybetradedontheJSEinelectronicform(dematerialisedshares)andwillbetradingforelectronicsettlementintermsofStrateimmediatelyfollowingthelisting.

3.8.2 Strateisasystemof“paperless”transferofsecurities.IfyouhaveanydoubtastothemechanicsofStratepleaseconsultyourbroker,CSDPorotherappropriateadvisorandyouarereferredtotheStratewebsite(http://www.strate.co.za).

3.8.3. SomeoftheprincipalfeaturesofStrateare:

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

3.8.3.2 tradesexecutedontheJSEmustbesettledwithinfivebusinessdays;

3.8.3.3 allinvestorsowningdematerialisedsharesorwishingtotradetheirsecuritiesontheJSEarerequiredtoappointeitherabrokeroraCSDPtoactontheirbehalfandtohandletheirsettlement requirements; and

3.8.3.4 unlessinvestorsowningdematerialisedsharesspecificallyrequesttheirCSDPtoregisterthemasan“own-name”holder(whichentailsafee),theirrespectiveCSDP’sorbroker’snominee company holding shares on their behalf, will be the holder (member) of the relevantcompanyandnottheinvestor.SubjecttotheagreementbetweentheinvestorandtheCSDPorbroker(ortheCSDP’sorbroker’snomineecompany),generallyintermsoftherulesofStrate,theinvestorisentitledtoinstructtheCSDPorbroker(ortheCSDP’sorbroker’snomineecompany)astohowitwishestoexercisetherightsattachingtotheshares and/or to attend and vote at shareholder meetings.

3.9 Applicable law

Theoffer,applications,allocationsandacceptanceswillbeexclusivelygovernedbythelawsofSouthAfricaandeachapplicantwillbedeemed,byapplyingforshares,tohaveconsentedandsubmittedtothejurisdictionofthecourtsofSouthAfricainrelationtoallmattersarisingoutoforinconnectionwiththeoffer.

3.10 Statement as to listing on the JSE

3.10.1 ApprovalhasbeengrantedbytheJSE,subjecttoconfirmationoftherequiredspreadofshareholdershavingbeenobtained,forthelistingofamaximumof174064827sharesinthe“RealEstate–RetailREIT”sectorundertheabbreviatedname“Safari”witheffectfromthecommencementofbusinessonMonday,7April2014.TheJSEcodewillbeSARandtheISINZAE000188280.

3.10.2 Atthedateofthispre-listingstatementalltherelevantJSEListingsRequirementshadbeencompliedwith, other than the shareholder spread requirements which can only be met once the allocations have been completed.

3.11 Exchange control regulations

CurrencyandsharesarenotfreelytransferablefromSouthAfricaandmustbedealtwithintermsoftheExchangeControlRegulationsoftheSARB.TheExchangeControlRegulationsalsoregulatethesubscriptionandpurchaseby former residents and non-residents for shares to be issued in terms of the offer. Applicants who are resident outside the Common Monetary Area should seek advice as to whether any governmental and/or other legal consent is required and/or whether any other formality must be observed to enable an acceptance of the offer. The followingsummary is intendedasaguideand is, therefore,notcomprehensive. If youare inanydoubthereto, please consult your professional advisor.

3.11.1 Emigrants from the Common Monetary Area

3.11.1.1 AformerresidentoftheCommonMonetaryAreawhohasemigratedfromSouthAfricamay use blocked Rand to subscribe for shares in terms of the offer.

3.11.1.2 All payments in respect of shares acquired by emigrants using blocked Rand must be madethroughanauthoriseddealerinforeignexchange.

3.11.1.3 Any shares issued pursuant to the use of emigrant blocked Rand will be credited to investors’blockedaccountsattheCSDPcontrollingtheirblockedportfolios.

3.11.1.4 Share certificates issued in respect of shares purchasedwith blockedRand in termsof theofferwillbeendorsed “non-resident” inaccordancewith theExchangeControlRegulations.Sharecertificateswillbeplacedunderthecontrolofthe authorised dealer through whom the payment was made.

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3.11.1.5 Ifapplicable,moniespayableinrespectofunsuccessfulapplicationsforsharesintermsof the offer, emanating from blocked Rand accounts, will be returned, in terms of the Exchange Control Regulations, to the authorised dealer administering such blockedRand accounts for credit of such applicants’ blocked Rand accounts.

3.11.2 Applicants resident outside the Common Monetary Area

3.11.2.1 A person who is not resident in the Common Monetary Area should obtain advice as to whether any government and/or other legal consent is required and/or whether any other formality must be observed to enable a subscription for shares in terms of the offer.

3.11.2.2 Thispre-listingstatementisnotanofferinanyareaofjurisdictioninwhichitisillegaltomakesuchanoffer.Insuchcircumstances,thispre-listingstatementandtheapplicationform should be read for information purposes only. All share certificates issued to non-residentsofSouthAfricawillbeendorsed“non-resident”inaccordancewiththeExchangeControl Regulations.

3.12 Simultaneous issues

Nosharesaretobeissuedsimultaneouslywiththeissueofprivateplacementsharesforwhichtheapplicationisbeing made.

3.13 Underwriting and minimum subscription

3.13.1 The private placement will not be underwritten and no commissions will be payable as provided for in paragraph 7.B.15 of the JSE Listings Requirements. No underwriting commissions, discounts,brokerage or other special terms has been granted during the three years preceding the date of this pre-listingstatementinconnectionwithashareissuanceasprovidedforinparagraph7.B.16oftheJSEListingsRequirements.

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

4. LISTING EXPENSES

4.1 The listingsexpensesthatareexpectedtobe incurred inrelationtotheofferandthe listingareestimatedatR8,495million(excludingVAT)assetoutbelow:

Rand

DEA-RU–capitalraisingfee* 6000000

Mazars–independentauditorsandreportingaccountants 274570

ENS–legalfees 275000

PSG–sponsorfees 100 000

DEA-RUpre-listingstatementpreparationfee 150000

MillsFitchet–independentvaluer 63000

Instinctif–communicationsadvisor 400 000

Computershare–transfersecretaries 25000

JSEdocumentationfee 77864

JSE–listingsfee 338 494

PurpleFrogCommunications–typesettingandprintingofpre-listingstatement 100 000

Business Day–publishingofabridgedpre-listingstatementfees 100 000

Administrationandmarketingexpenses 591072

Total 8 495 000

* Capital raising fees of 1,5% of the capital raised as part of the listing process. The fee in the table assumes that an amount of R400 million is raised for illustrative purposes.

4.2 Saveforthefeesdisclosedaboveandasotherwisedisclosedinthispre-listingstatement,noneoftheadvisorshave any interest in the company.

4.3 Safarihasnotincurredanypreliminaryexpensesinthethreeyearsprecedingthispre-listingstatement.

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THE BUSINESS

5. INCORPORATION, HISTORY AND NATURE OF THE BUSINESS

5.1 Background and history

TheSafarigroupwasfoundedbyMrFrancoisMaraisapproximately14yearsagoand,throughtheinnovation,effectivemanagement and vision ofMr FrancoisMaraiswith themost valued support of approximately 150privateinvestors,hasexpandedintoahighgrowthretailpropertycompany.

Thegrowthoftheportfolio,facilitatedbythegroup’slongstandingrelationshipwithAbsaandSafari’ssupportiveshareholders,ledtothecreationofapremierportfolioofpropertiesinaffluentblacktownshipsincludingprominentnodessuchasMamelodi,AtteridgevilleandSebokengamongstothers.

Safarioriginatesfromthreeprivatecompanies,SafariPretoria,SafariAtteridgevilleandSafari(beforeitsconversionto a public company) that were incorporated in terms of the Companies Act as Acqui 8 Proprietary Limited (11December2000),8MileInvestments206ProprietaryLimited(13October2004)andZodarPropertiesNo9ProprietaryLimited(7July2000),respectively.Eachoftheaforementionedcompaniesownedandoperatedabusiness of investing in income-generating immovable property. On 1 March 2009 the companies entered into anamalgamationtransactionascontemplatedinsection44oftheIncomeTaxAct,No58of1962(asamended)throughthesaleoftherespectivebusinessesofSafariPretoriaandSafariAtteridgevilleasgoingconcernstoSafariinoneindivisibleamalgamationtransaction.Intermsofaspecialresolutionregisteredon5August2009,SafariwasconvertedtoapubliccompanyanditsnamewaschangedtoSafariInvestmentsRSALimited.

Inearly2013,astrategicdecisionwastakenbytheshareholdersofSafaritodiversifyitssourcesoffundingandtakeadvantageofthefavourablelegalandtaxframeworkprovidedtoqualifyingpropertyentitiesintermsoftheREITlegislation.Safaricontrolsallitsassetsasprovidedinsection4.28(d)oftheJSEListingsRequirements.

5.2 Nature of business

SafariisaREITcompany,formedforthepurposeofinvestinginrealestate,forpurposesofincomegenerationandcapitalgrowth.Safari’spropertyportfoliocomprises fourwell-established, strategically locatedandquality retailpropertiesandhasbeenindependentlyvaluedatapproximatelyR1,276billionandcomprisesatotalGLAandNLAofapproximately124925m²and97529m2,respectively.Thepropertyportfoliois100%retailbasedanditistheintentionofSafaritomaintainaretailpropertyportfolio.Inthiscontext,Safarioffersinvestorsdirectexposuretohighquality retail centres.

5.3 A community focused approach

5.3.1 Investment model

Safarihascreatedaspartofeachnewcommercialpropertydevelopmentaninvestmentopportunityfor smaller investors to benefit from the growth and income derived from quality tenants within bigger developments. Finance is not readily available to address the skewed patterns of property ownership inSouthAfrica.Safariaimstopromoteblackparticipation in thepropertymarketby facilitating thedevelopment of retail centres within high growth township areas.

5.3.2 Construction phase

Safari Developments also aim to create opportunities for smaller black-owned entities in theconstruction industry toparticipate inSafari’sprojects.Theconstructionphaseof thedevelopmentcreatesmanyjobopportunities,andSafariencourageslocalcommunitiestoparticipatebyusingthemassub-contractorsemployedthroughitsmaincontractorforspecificdevelopments.InthiswaySafaricontributestothedevelopmentofskillwithintheconstructionindustryaswellasjobcreationdirectlyin the local communities.

5.3.3 Employment and business opportunities

Oncetheconstructionphaseofaprojectiscompletedmanypermanentjobopportunitiesariseandpeople are afforded an opportunity to enter into the competitive retail market either through franchises ordirectlyinownright.Itcreatesanenvironmentattractivetoblackentrepreneurs.Safarialsocreates

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an employment channel for local people to find permanent employment at the shopping centre and establishes a secure environment for enterprises to operate in.

5.3.4 Community participation

Safari values its contribution in the creation of investment, business and job opportunities.Withincommercial development in local communities Safari sees an opportunity for local municipalitiesin partnership tomaximise returns (both economical and social) in partnership. Taxi organisations,bus operators, informal traders, metro police, housing schemes and the like all benefit directly once an upgraded commercial development has been established in their immediate area. In this waymunicipalitiescanmeetchallengesoftakingapositionthatfavourspermanentjobs,wealthcreation,empowerment of black entrepreneurs and empowerment of women as well as youth in the immediate and surrounding communities. These ideals must be achieved if poverty and crime are to be eliminated inSouthAfrica.

6. DIRECTORS, OTHER OFFICE HOLDERS AND MATERIAL THIRD PARTIES

6.1 Overview of the board

Safari isdrivenbyprofessionalentrepreneurs(comprisingmanagementandtheshareholdersofSafari)withapassionforexcellencewhopreferaproactivehandsonmanagementapproach.Theapproachisevidencedinthequalityoftheretailcentres,thetenantsandthedemandforlettingspaceinSafaricentres.Safari’sentrepreneursare a group of well-respected professionals with an in-depth understanding of the demand and supply side in the retailpropertydevelopmentandspacelettingmarketswithaprovendeliverycapacity.Theteamenjoysahealthyspread of professionals covering all disciplines including disciplines such as architects, mechanical and electrical engineers, building contractors, doctors, accountants and numerous others.

Theboardiscurrentlymadeupof10directorsofwhomsixarenon-executives(threeofwhomareindependent)andfourareexecutive.Thepositionsofchairmanoftheboardandchiefexecutiveofficerareseparate,withthechairman,DrMolupeTsolo,beinganindependentnon-executivedirector.Thechairmanoverseestheboard’sfunctioning,andthechiefexecutiveofficer,FrancoisMarais,leadstheexecutiveteamandattendstotheday-to-day functions of the business.

Daan vanStratenwill replaceDrPAPienaar as executive financial directorwith effect from1April 2014.DrPAPienaarwillbeanexecutivedirectorandZachEngelbrecht is thechieffinancialofficer.Theauditandriskcommittee,chairedbyAllanWentzel,hasconsideredandissatisfiedwiththeexperienceoftheexecutivefinancialdirector and the chief financial officer.

Therestoftheboardmembersreferredtobelowhaveawealthofrelevantpropertydevelopmentexpertiseandexperience.

6.2 Overview of the board

The names, ages, nationalities, business addresses, qualifications and capacities of the directors of the company, thedirectorsofSafariDevelopments,thedirectorsofCosmos,andotherseniormanagementinthesecompaniesare outlined below:

6.2.1 Directors of the company

Name, age and nationality* Business address

Qualifications and occupation Capacity

Dr Molupe Hendrik Tsolo70

3523Taylorpark,Zamdela,Sasolburg

BSc,MBChB,Accounting diplomaMedical doctor

Independent non-executivechairman

FrancoisJakobusJoubertMarais73

420 Friesland Avenue Lynnwood, Pretoria

BArchArchitect

Chiefexecutiveofficer

Dr Petrus Arnoldus Pienaar57

420 Friesland Avenue Lynnwood, Pretoria

MEngineering PhD

Executivedirector

Kyriacos Pashiou58

453JohannesRamakgoaseStreetArcadia, Pretoria

NationalDiplomain Construction ManagementBuilding contractor

Executivedirector

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Name, age and nationality* Business address

Qualifications and occupation Capacity

JohannesCoenradusVerwayen60

275ThatchersFieldLynnwood, Pretoria

BSc(QS)Quantity surveyor

Non-independent non-executivedirector

AlanEdwardWentzel74

4 Gremlin Road Bryanston

CA(SA)Chartered accountant

Independent non-executivedirector

DanielElardus vanStraten64

DVSsuite,1stFloor2LandrosStreetRustenburg

CA(SA)Chartered accountant

Executivefinancialdirector

DrJacobusPhillipusSnyman62

3rd Floor, Medical Centre, 102 Kock Street,Rustenburg

BChDDentist

Independent non-executivedirector

Dr Mark Minnaar45

Pretoria Ooginstituut Suite235 630SchoemanStreetArcadia, Pretoria

MBChB, Diploma Anesthesiology FCS(SA)Ophthalmologist

Non-independent non-executivedirector

StephanusJohannesKruger54

98BeyersNaudeDrive, Rustenburg

BComm,ILPAFinancial planner

Non-independent non-executivedirector

* All the directors are South African.

6.3 The experience and expertise of the directors

6.3.1 Directors of the company

Dr Molupe Hendrik Tsolo (“Dr Molupe”) Committees: Audit and risk; remuneration; nominations

HavingobtainedaBScdegreein1967,DrMolupeproceededtostudymedicineattheUniversityofNatal.Afterqualifyingasamedicalpractitionerin1972heworkedfortheNatalProvincialAdministrationatKingEdwardhospitalbeforedoingatwo-yearlocumforageneralpractitioner.MolupehaspractisedasageneralmedicalpractitionerinSasolburgandSebokengsince1974.HeworkedfortheTransvaalProvincial Administration at Sebokeng Provincial hospital from 1983 until 1989. In 1987 he wasrecruited by the local Chamber of Commerce to form Thabo Investment Corporation ProprietaryLimited (“Thabo”),acompanyof thenmainlyblackbusinesspeopleasshareholders.Heservedastreasurer of Thabo for many years and took over as chairperson and managing director in 2003.

Francois Jakobus Joubert Marais (“Francois”) Committees:Socialandethics;investment

Francois is anarchitect inpractice since1965andhasbeen involvedwithproject implementationand management in the property industry in the following categories: educational institutions; health facilities;andallfacetsofcommercialprojects.In1990helaunchedadivisionforprojectdevelopment,and has as a property developer completed a private hospital; office buildings; residential units. Since 1995 Francois focused on retail developmentwith his involvement in the implementation ofcommercialprojectstothevalueofapproximatelyR2billiontodate.Hehasextensiveexperienceinthe initiation and financial implementation of property development and ultimately the establishment of these developed properties as sought-after investment assets. Francois, one of the founding members ofSafari Investments,now leads thegroupofcompaniesaschief executiveofficer, actingalsoasdevelopment manager and coordinator for the various multi-disciplinary entities within the group.

Kyriacos Pashiou (“Kiki”) Committees:Socialandethics

Kiki was employed as a contracts manager in the family business, Pace Construction Proprietary Limited, since 1972 and took over the reins of the company from his father in 1983. He has a wealth of experienceandin-depthknowledgeofallfacetsoftheconstructionindustrywhichhasbeenacquiredfrom the numerous developments and contracts undertaken by the company. These include shopping centres, high rise residential apartments, higher educational facilities, light and heavy industrial buildings, commercial buildings, food processing plants, recreational facilities, filling stations, hospitals and laboratories.

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A large portion of the Pace developments consisted of apartment blocks for the sectional title market and officeblocksforinvestmentpurposes.In1995hebecameanintegralpartoftheSafarigroupandco-developedshoppingcentresinGautengandNorthWestprovince.

Johannes Coenradus Verwayen (“Jannie”) Committees:Investment

Janniehasbeenapractisingprofessionalquantitysurveyorsince1982withextensive involvementinall fieldsofquantitysurveying,projectmanagementanddevelopment.Janniehasbeen involvedin numerous projects for private and government institutions over the past 30 years.He currentlyspecialisesincommercialprojects,wherehealsoactsasadeveloper.

Janniehasbeeninvolvedinalargevarietyofprojectsfrommajorhospitalsandhealthcarefacilitiestohighrisebuildings,andlendsavastamountofexperienceandknowledgewhereheisinvolved.

He is the foundingmemberanddirectorof theoriginalStraussVerwayenandPartnersProprietaryLimited.In2005thePretoriaofficechangeditsnametoMatlaQuantitySurveyorsProprietaryLimited(“Matla”)andbecameanindependentcompany.Asdirector,hecontributesatalllevelsofservicesforMatla, including cost management, construction economics, specialised financial services and forensic investigations.AlllevelsofcostingandprojectmanagementareoverseenbyMatlafortheirclientsinindustrial, office, retail, civic and educational, as well as residential developments.

Allan Edward Wentzel (“Allan”) Committees: Audit and risk; remuneration; nominations; social and ethics; investment

Allanisaqualifiedcharteredaccountantandhasactedinvariouspositionsincommercesince1975atwhichtimehewasthechiefexecutiveofAfricanBankLimited,atthattimetheonlyblack-ownedbankinSouthAfrica.Hehassincepractisedasaconsultingcharteredaccountant,actingmainlyinthenon-profitandBEEsectors.AllanisalsoadirectorofTransferAdministratorsProprietaryLimited,acompanythatprovidesmanagementadviceinthenon-profitandBEEsectors.Inadditionhedoesestate planning and administration of deceased estates and trusts.

Significantmattersachieved:

• FormationoftheAfricanBankLimited;

• FormationofCDTFoundationNPC;

• Listingofthefirstblack-ownedcompanyontheJSE,formerlyknownasKilimanjaroInvestmentsLimited(thecompanysubsequentlyde-listedfromtheJSE);

• FirstlaypersontoheadUnitedCongregationalChurchofSouthernAfrica;and

• WasvicechairmanofinvestmentcommitteeoftheCouncilforWorldMissioninLondonwithover£100 million under management.

Daniel Elardus van Straten (“Daan”)

Daan is a qualified chartered accountant and auditor and has been in private practice in the audit and accountingprofessionsincecompletinghisCA(SA)qualificationin1973.HehasbeenappointedastheexecutivefinancialdirectorofSafariwitheffectfrom1April2014.HewasfounderofthefirmDEvanStraten&Co,laterDEvanStraten&CoIncandDVSCharteredAccountantsInc(“DVS”)andiscurrentlyadirectorandshareholderoftheformer.DaanisamemberoftheSouthAfricanInstituteofCharteredAccountantsandIndependentRegulatoryBoardforAuditors.Heisalsoashareholderandnon-executivedirectorinFraqur114ProprietaryLimited,apropertyholdingcompany.Hehasbeeninvolved in various property developments inRustenburg andmanaged the construction ofDVS’scurrent office block, which is partly occupied by the Auditors and Accounting Practice.

Dr Jacobus Phillipus Snyman (“Dr Phillip”) Committees: Audit and risk; remuneration; nominations

Dr Phillip has practised as a private dental practitioner in Rustenburg since qualifying as a dentist in1977.Since1978hehasservedontheboardsofvariouscompanieswhichareinvolvedinboththemedicalandpropertyindustriessuchasPegleraeInvestments(directorandchairman);PegleraeHospital(director);RustenburgHospitalProperties(director);RustkorInvestments(executivedirectorand chairman) and RustkorProperties(executivedirector).

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Dr Mark Minnaar (“Dr Mark”) Committees:Investment

Dr Mark qualified as a medical doctor in 1991 and furthered his studies with a postgraduate diploma inanaestheticsin1994.Heobtainedhisdegreeinspecialistophthalmologyin2001.DrMarkjoinedthePretoriaEyeInstitutein2001andwaselectedtotheboardofthePretoriaEyeInstitutein2005.In2007hewaselectedasmanagingdirectorofthePretoriaEyeInstitute,arolethathefulfilleduntilDecember2010.Henowactsasthefinancialdirectorof thePretoriaEye Institute.DrMarkwasaco-founder and serves as the managing director of the following property investments companies: ShanikeInvestmentsProprietaryLimited,LaritzaInvestmentsNo171andMitja InvestmentsNo23,all founded in 2004.DrMark is also financial director of Pretoria Eye Institute Properties; PretoriaEyeHospitals;andKendalInvestments.HealsoservesasaboardmemberofPretoriaEyeInstituteResearchandFIFOInvestments.In2012DrMarkco-foundedtheMedicalDeviceImportcompany,Caelum Caeruleam and has been the managing director since inception.

Stephanus Johannes Kruger (“Fanus”)

Fanus is a Certified Financial Planner (CFP®) and has been in the financial services industry for the past 23years.AftercompletinghisBCommdegreehewastheco-founderofDeWetDeVilliersFinancialServices.HecurrentlyheadsFanusKrugerConsultingccinRustenburgandalsoservesontheboardofBurrieSmitDevelopmentsProprietaryLimited.Fanushasbeeninvolvedwithvarioussuccessfulpropertydevelopments inRustenburg,PretoriaandSebokengandiscurrently involved inaruraldevelopmentprojectinRustenburgcomprising360stands.

Dr Petrus Arnoldus Pienaar (“Dr Pine”) Committees:Investment

Dr Pine has a doctorate in engineering, is a registered professional engineer and has more than 30yearsofexperienceintheconsultingengineeringfield.DrPine’sinitialexposurewasinconstruction.This was followed by a period of specialisation in the roads and transportation field, including road networkplanning, economicproject evaluation, traffic and transportation studies, roaddesign andpavement engineering. He specialised in low volume roads and is a co-author of the low volume road design guideline of the Department of Transport as well as of the road drainage manual of the SANationalRoadAgency.DrPineisalsoexperiencedinpublictransportplanningandthedesignofBusRapidTransit(BRT)facilities.InthisregardheassistedtheCityofTshwanewiththedevelopmentofa public transport strategy for the city, including the definition of the public transport network and BRT routes. With regard to urban renewal Dr Pine played a leading role in the development of the Alberton Boulevard,afacilityaimedatenhancingthevalueofcommercialproperty,reducingtrafficflow,creatingparkingfacilitiesandestablishingapedestrian-focusedenvironment.Thisprojectreceivedanawardfrom the InternationalDowntownAssociation (IDA).Since2007DrPinehasbeenheadingamulti-disciplinaryteamresponsiblefortheplanning,designandconstructionsupervisionofapproximately50structuresoneachoftheMedupiandKusilePowerStations.Ofparticularinterestonthisprojectis the focus being placed on aesthetical design and meeting green building requirements. Dr Pine isa foundingmemberandcurrentCEOofNyeletiConsulting,amulti-disciplinaryfirmofconsultingengineers.Heistheauthorofmorethan50nationalandinternationalpapersandresearchreports.

He has been the director responsible for finances in Nyeleti Consulting Proprietary Limited aconsulting engineering practices he has been involved with since 1987. The company employs a staff of approximately 105 people and has an annual turnover of approximately R160 million. DrPinegainedsignificantexperienceinprojectcostingandalsohassignificantexperienceineconomicproject evaluationmethodologywhich includes determining the economic viability associatedwithinfrastructuredevelopmentprojects.

6.3.2 Senior management employed by Safari Retail

Henrike Pienaar (“Henrike”)

HenrikeobtainedaMScRealEstateattheUniversityofPretoriain2011.ShealsoholdsaBCommHonoursAccountingScience&CertifiateinTheoryofAccounting(CTA)-Unisa,2003andBCommFinancialAccounting-UniversityofStellenbosch,2002.

HenrikehasbeenwithSafarisince2006andasdevelopmentmanagerhasbeeninvolvedinthemanyaspectsofSafari’spropertyportfoliodevelopmentwhichinclude:thecreationandpackagingofnewdevelopment opportunities; private and public tenders; land acquisition negotiations and agreements; reportingon the financial feasibilityof theseprojectsandoverseeingcorporategovernance for theSafariinvestmententities.

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Erika Buys (“Erika”)

ErikaobtainedaBCommMarketingdegreeattheattheUniversityofPretoriain2004.ShealsohasaHigherDiploma:GeneralManagementfromTheInstituteofAdministrationandCommerce:2003.ErikajoinedSafariasadevelopmentmanagerinJanuary2013after18yearsinthebankingindustry.SheisinvolvedinthemanyaspectsofSafari’spropertyportfoliodevelopmentwhichinclude:meetingswithprospective tenants, both national and non-nationals, negotiating commercial terms, drawing up and finalising the offer before the final lease agreement is signed. Attending all the management, directors, audit and annual general meetings as minute secretary.

Zach Engelbrecht (“Zach”)

Zach obtained a Masters Degree in Business (MBA); a Masters Degree in International Taxation(MComm); and an Honours Degree in Financial Accounting (BComm Hons). He completed his chartered accountant articles and is registered with the South African Institute of Professional Accountants(SAIPA)asapractisingmember.HewastheseniorfinancialmanagerandcontrollerforthePlatinumDivisionofXstrataAlloysandwaspartofthefoundingteamforthePlatinumDivision.Hehasextensiveexperienceinfinancial,tax,andcommercialmatters.HewasappointedasthechieffinancialofficerofSafariwitheffectfrom1January2014.

Dirk Engelbrecht (“Dirk”)

DirkobtainedaBCommLawdegreein2006andaLLBdegreein2008attheUniversityofPretoria.HecompletedhisarticlesatWeavind&WeavindIncorporatedandremainedwiththefirmuntilApril2011asaprofessionalassistantfocusingonHighCourtlitigation.InApril2011DirkjoinedG4SSecureSolutions (SA)ProprietaryLimitedastheNationalLegalmanager taskedwithcontractdraftingandnegotiations,debtcollecting,claimshandlerandgeneral legaladvisingforthecompany.DirkjoinedSafari Investments as the company secretary, inhouse legal advisor and developmentmanager inJanuary2014.He is involved in themanyaspectsofSafari’spropertyportfoliodevelopmentwhichinclude: liaison with prospective tenants, both national and non-nationals, negotiating commercial terms and drawing up and finalising all the lease agreements. He deals with all the legal aspects and servesascompanysecretaryintermsofasecondmentagreementwithSafariRetail.

6.3.3 Senior management employed by Cosmos

Willem Linstrom Venter (“Willem”)

WillemcompletedhisBCommAccountingdegreeandCTAattheUniversityofPretoriain2006.HecompletedhisarticlesatDeloitteinPretoriaandobtainedhisCA(SA)qualificationin2009.HejoinedCosmos in 2010 as the head property portfolio manager. He manages the facilities and its operations atthevariousshoppingcentresandoverseestheaccountingfunctionofSafari.Heisalsoresponsiblefor the monthly management report and financial management accounts which are tabled at the board meetingsofSafari.HeisfurtherinvolvedinoptimisingtheperformanceofthevariouspropertiesintheSafariportfoliobyanalysingthetenantmix,tenantperformanceandmanagingoperationalandotherinput costs and overseeing the rent collection process.

Tharien Hattingh (“Tharien”)

Tharien completed her BComm Accounting degree and CTA at the University of Pretoria in 2009. She completed her articles at The AshtonCA(SA) group and obtained her CA(SA) qualification in2013.ShejoinedCosmosin2013asthefinancialmanager.Herresponsibilitiesincludeoverseeingthebookkeeping and accounting function, preparing the monthly management accounts and reports, and handlingallmattersrelatedtothefinancialaudit.ShehasalsobeencloselyinvolvedinthepreparationandanalysisofthefinancialinformationfortheREITlistingofSafari.

Emmerentia le Grange (“Rentia”)

Rentia studied towards her BCompt degree in accounting and has higher certificates in bookkeeping andvariousrelatedcomputersoftwareprograms.ShehasbeenwithCosmosforthepast10yearsworkingasbookkeeperandhumanresourcesadministrator.Sheisresponsibletocompletethefullaccounting function from source documentation to trial balance and to record the day-to-day financial transactionsofthebusiness.Sheisresponsibletorecordalldatarelatedtofinancialrecords.Sheisalsoadministratingthehumanresources function forallemployeeswithin thegroup.Herextensiveexperienceinbookkeeping,humanresourcesandadministrationisavaluableassettoSafari.

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Magda Lynette de Klerk (“Lynette”)

Lynettehasadiplomainbookkeeping,hasattendedSAPOAcoursesthroughtheUniversityofPretoria(BPPandPIP)andattendedothercoursesinnegotiationskills,leadershipandmanagementskillsfornew managers and supervisors and delegation and motivation skills for new managers and supervisors. ShehasbeenwithCosmos for thepastfiveyearsandhasworked inpropertyadministrationandmanagement.Inpreviousemploymentsheobtained10years’experienceinpropertyadministration,financial reporting, bookkeeping, database maintenance, secretarial and reception duties.

6.4 Directors’ declarations and confirmations

6.4.1 With the exception ofMr AEWentzel whowas a director of two companies that were placed inliquidation as disclosed in paragraph 6.4.10 below, none of the remaining directorsmentioned inparagraph6.2have:

6.4.1.1 everbeenconvictedofanoffenceresultingfromdishonesty,fraudorembezzlement;

6.4.1.2 ever been put into liquidation or been placed under judicial management or had anadministratororotherexecutorappointedduringtheperiodwhenthedirectorwas(orwithin the preceding 12 months had been) one of its directors, or alternate directors;

6.4.1.3 everbeendeclaredbankruptorsequestratedinanyjurisdictionandnotbeenrehabilitated;

6.4.1.4 at any time been a party to a scheme of arrangement or made any other form of compromise with their creditors;

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

6.4.1.6 ever been involved in any receiverships, compulsory liquidations or creditors voluntary liquidations;

6.4.1.7 ever been barred from entry into a profession or occupation;

6.4.1.8 everbeenconvicted in any jurisdictionof anycriminal offenceorof anoffenceunderlegislation relating to the Companies Act;

6.4.1.9 ever been subject to public criticism by statutory or regulatory authorities, includingrecognised professional bodies;

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

6.4.1.11 everbeenpartytoareceivershipofassetsasprovidedforinparagraph7.B.2(i)oftheJSEListings Requirements; and

6.4.1.12 been given an order granted by court declaring the person delinquent or placing the personunderprobationintermsofsection162oftheCompaniesActand/orsection47oftheCloseCorporationsAct,No69of1984orifthepersonwasdisqualifiedbyacourttoactasadirectorintermsofsection219oftheCompaniesAct,No61of1973.

6.4.2 All the directors appointed have submitted their completed director’s declarations in compliance with Schedule21oftheListingsRequirements.

6.4.3 AllthedirectorsareSouthAfricancitizensandpermanentresidentsofSouthAfrica.

6.4.4 The audit committee ofSafari has considered and satisfied itself as to the appropriatenessof theexpertiseandexperienceofthecurrentfinancialdirectorandchieffinancialofficer.

6.4.5 IntermsoftheListingsRequirementsalldirectorswillretireatthefirstannualgeneralmeetingofSafaribut will make themselves available for re-election by the shareholders.

6.4.6 FJJMarais isanexecutiveofCosmos,thepropertyportfoliomanager,andFJJMarais,KPashiou,JA Verwayen and SJ Kruger are directors of Safari Developments, the portfolio development andprocurementcompany;however,theyareallexperienceddirectorswhohaveaclearunderstandingoftheirfiduciarydutiesasdirectorsofSafari.

6.4.7 Theboardwillatalltimesexerciseduecareanddiligenceintheperformanceofitsdutiesinaccordancewith the highest possible standards.

6.4.8 ThecompanysecretarywillsupportthedirectorsinmaintainingtheregulatorycomplianceofSafari.Theboardhasconsideredandsatisfieditselfastothecompetence,qualificationsandexperienceofthe company secretary and believes that the company secretary will be able to provide the board with the requisite support for its efficient functioning and discharge of its duties. The company secretary will besubjecttoanannualevaluationbytheboard.

6.4.9 A list of other and previous directorships are set out in Annexure 4 to this pre-listing statement.

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6.4.10 MrAEWentzelwasdirectorofEndulweniResourcesLimitedandEndulwiniCoalLimitedthatweresubsequently placed into liquidation.

6.5 Qualification, remuneration, borrowing powers and appointment of directors

6.5.1 Extracts from the MOI relating to directors

TherelevantprovisionsoftheMOIconcerningthequalification,remuneration,borrowingpowersandappointment of the directors are set out in Annexure 14 to this pre-listing statement.

6.5.2 Borrowing powers

6.5.2.1 Thedirectors’borrowingpowershavenotbeenexceededduringthepastthreeyearsand may only be varied by way of a special resolution passed by the shareholders of Safariinageneralmeeting.

6.5.2.2 Itistheintentionoftheboardtolimittheborrowingsofthecompanytoamaximumof40%of the total value of the property portfolio at any particular time.

6.5.3 Directors’ service contracts and restraints of trade

All directors are appointed annually at the company’s annual general meeting as directors on the terms andconditionsapprovedbyshareholders.Noneoftheexecutivedirectorsaresubjecttorestraintsoftradeagreements.Nopersonholdsanypreferentialrightsotherthannormalshareholderrightsrelatingto the appointment of any particular director or number of directors.

6.5.4 Remuneration of directors

The remuneration of the board for the financial period ended 31 March 2013 is set out in the table below:

NameSalary)1 R’000

Directors’ fees

R’000

Fees for other

services R’000

Provident/pension

fund and medical

aid contri-

butions R’000

Bonuses R’000

Total)3 R’000

Executive directors

FJJMarais – 96 100 – – 196

K Pashiou – 96 192 – – 288

DEvanStraten – 81 – – – 81

PA Pienaar2 – – – – – –

Non-executive directors

JPSnyman – 81 – – – 81

MH Tsolo – 72 – – – 72

JCVerwayen – 87 52 – – 139

M Minnaar – 78 – – – 78

SJKruger – 84 – – – 84

AEWentzel – 84 34 – – 118

Total – 837 378 – – 1 215

Notes:

1 No directors’ salaries are paid by Safari. Safari directors do not receive share options regulated by a scheme.

2 Please note that Dr Pine Pienaar was only appointed as executive director subsequent to the Safari financial year end.

3 Additional information is provided on directors’ remuneration in the report on historical financial information of Safari in paragraph 25 of Annexure 10 of the pre-listing statement.

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6.5.4.1 Nopaymentsareproposedtobemade,eitherdirectlyorindirectly,incashorsecuritiesorotherwisetothedirectorsinrespectofbonuses,expenseallowances,benefits,pensioncontributions, management, consulting, technical or secretarial fees.

6.5.4.2 There will be no variation in remuneration receivable by any of the directors as a consequence of the listing.

6.5.4.3 Nomonieshavebeenpaidoragreedtobepaid,withinthethreeyearsprecedingthelastpracticable date, to any director or to any company in which he is beneficially interested, directly or indirectly, or of which he is a director, or to any partnership, syndicate or other association of which he is a member, in cash or securities or otherwise, by any person either to induce him to become or to qualify him as a director.

6.5.4.4 Nofeeshavebeenpaidoraccruedaspayabletoathirdpartyinlieuofdirectors’fees.

6.5.4.5 NoshareoptionsorasimilarrighttoSafarisharesasprovidedforinparagraph7.B.7(i)oftheJSEListingsRequirementswillhavebeengrantedatthedateoflistingandthereisnoshareoptionorpurchaseschemeinplaceasprovidedforinparagraph7.B.7(j)oftheJSEListingsRequirements.

6.5.4.6 There are no commissions, gains or profit sharing arrangements provided for in paragraph 7.B.7(h)oftheJSEListingsRequirementsotherthanpaymentsdisclosedinparagraph25ofAnnexure 10 of the pre-listing statement.

6.5.4.7 Other than asdisclose above and inparagraph25ofAnnexure 10 of the pre-listing statement the directors have received no other benefits as provided for in paragraph 7.B.7.(k) of the JSE Listings Requirements from holding companies, subsidiaries,associates,jointventuresorotherwise.

6.5.4.8 There are no contract or proposed contracts, either written or oral, relating to the directors’ and managerial remuneration, secretarial and technical fees and restrain paymentspayablebySafariorSafariNamibiaasprovided for inpar7.F.3of theJSEListings Requirements.

6.6 Directors’ interests

6.6.1 Directors’ interests in shares before the private placement

Setoutbelowarethenamesofdirectors(includingdirectorswhohaveresignedinthelast18months)ofSafarithat,directlyorindirectly,arebeneficiallyinterestedinSafarisharesasatthelastpracticabledate, before the private placement and the listing:

Beneficially held

Directors Directly Indirectly Total %

Dr Molupe Hendrik Tsolo1 – 2165026 2165026 1,79

FrancoisJakobusJoubertMarais2 – 6883074 6883074 5,69

Kyriacos Pashiou3 – 9 384 497 9 384 497 7,77

JohannesCoenradusVerwayen4 – 1512424 1512424 1,25

DanielElardusvanStraten5 – 641018 641018 0,53

DrJacobusPhillipusSnyman6 – 770541 770541 0,64

Dr Mark Minnaar7 – 1225712 1225712 1,01

StephanusJohannesKruger8 – 1793063 1793063 1,48

Dr Petrus Arnoldus Pienaar9 – 1802572 1802572 1,49

JGPrinsloo10 – 8932599 8932599 7,39

AEWentzel – – – –

Total – 35 110 526 35 110 526 29,04

Notes:

The notes below disclose the movement in directors’ interest in the shares of Safari between 31 March 2013 and the last practical date.

1 315 865 shares issued at R6,92 so as to convert shareholder’s loan account into Safari shares on 6 August 2013.

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2 1 849 226 shares issued at R6,92 so as to convert shareholder’s loan account into Safari shares on 6 August 2013. 272 871 shares acquired at R7,52 on 15 January 2014.

3 2 005 247 shares issued at R6,92 so as to convert shareholder’s loan account into Safari shares on 6 August 2013. 356 559 shares acquired at R7,52 on 15 January 2014.

4 624 035 shares issued at R6,92 so as to convert his shareholder’s loan account into Safari shares on 6 August 2013. 79 998 shares acquired at R7,52 on 15 January 2014.

5 169 119 shares issued at R6,92 so as to convert his shareholder’s loan account into Safari shares on 6 August 2013.

6 420 649 shares issued at R6,92 so as to convert his shareholder’s loan account into Safari shares on 6 August 2013.

7 323 379 shares issued at R6,92 so as to convert his shareholder’s loan account into Safari shares on 6 August 2013.

8 473 063 shares issued at R6,92 so as to convert shareholder’s loan account into Safari shares on 6 August 2013.

9 1 327 000 shares issued at R6,92 by way of a subscription for new shares and 475 572 shares issued so as to convert shareholder’s loan account into Safari shares on 6 August 2013.

10 Resigned as a director in July 2013. 1 647 140 shares issued at R6,92 so as to convert his shareholder’s loan account into Safari shares on 6 August 2013. 385 900 shares acquired at R7,52 on 15 January 2014.

6.6.2 Directors’ interest in shares after the private placement

Set out below are the names of directors (including directors who have resigned in the last18 months) of Safari that, directly or indirectly, are beneficially interested in Safari shares as at the last practicable date, adjusted for the private placement and the listing assuming amaximumof53200000newsharesareissuedintermsoftheprivateplacement:

Beneficially held

Directors Directly Indirectly Total %

Dr Molupe Hendrik Tsolo – 2165026 2165026 1,24

FrancoisJakobusJoubertMarais – 6883074 6883074 3,95

Kyriacos Pashiou – 9 384 497 9 384 497 5,39

JohannesCoenradusVerwayen – 1512424 1512424 0,87

DanielElardusvanStraten – 641018 641018 0,37

DrJacobusPhillipusSnyman – 770541 770541 0,44

Dr Mark Minnaar – 1225712 1225712 0,70

StephanusJohannesKruger – 1793063 1793063 1,03

Dr Petrus Arnoldus Pienaar – 1802572 1802572 1,04

JGPrinsloo* – 8932599 8932599 5,13

AEWentzel – – – –

Total – 35 110 528 35 110 528 20,16

* Resigned in July 2013.

6.6.3 Directors’ interests in transactions

Saveasdisclosedinthispre-listingstatementanditsannexures,noneofthedirectorshavehadanymaterial interest, direct or indirect, in any transaction entered into by the company, which remains in any respect outstanding or unperformed.

6.6.4 Board meetings

As amatter of course, unanimity will be sought at the boardmeetings. If a disagreement arises,the chairman, depending on the circumstances, will endeavour to reconcile the different viewpoints between thedirectors. If this is not successful, thematterwill bedecided in accordancewith theprovisions of the paragraph below.

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Mattersfordecisionbytheboardwillbedecidedbyasimplemajorityvote.Eachdirectorwillhaveone vote. Any director who is absent from any meeting may nominate any other director to act as his alternate and to attend, speak and vote in his place at the meeting.

6.6.5 Directors’ responsibility statement

Thedirectors,whosenamesaresetoutinparagraph6.2above,collectivelyandindividually,acceptfullresponsibility for the accuracy of the information given and certify that, to the best of their knowledge and belief, there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that this pre-listing statement contains all the necessary information required by law and the Listings Requirements.

6.6.6 Relationship information

The paragraphs below provide information regarding the material beneficial interest, whether direct or indirect, of the directors of the group, including directors who have resigned during the last 18 months, intransactionsthatwereeffectedbySafariduringthecurrentorimmediatelyprecedingfinancialyearand during an earlier financial year and remain in any respect outstanding or underperformed. The paragraphs should be read with the salient features of the portfolio management agreement, the portfolio development and procurement agreement, the salient features of the agreements contained in Annexures 3 and 13 to the pre-listing statement and the related party information disclosed in paragraph 24 of Annexure 10 of the pre-listing statement.

6.6.6.1 Between directors of Safari and Cosmos

FJJMarais isashareholderand thechiefexecutiveofficerofSafariandhe isalsoanexecutiveofCosmosandownsamember’sinterestinCosmosasthepropertyportfoliomanagerofSafari.

6.6.6.2 Between directors of Safari and Safari Developments

FJJMarais,SJKruger,KPashiouandJCVerwayenarealldirectorsofSafarianddirectorsofSafariDevelopments,thedevelopmentmanagerforSafariwhosuccessfullyidentifiedanddevelopedthecurrentSafaripropertyportfolio.

ThesalientfeaturesofdevelopmentmanagementagreementsconcludedbetweenSafariandSafariDevelopmentsduringtheprecedingtwoyearsareincludedinAnnexure 13 to this pre-listing statement.

6.6.6.3 Between directors of Safari and Safari Retail

FJJMarais isadirectorofSafariandadirectorofSafariRetail.Safariholdowns30%,HenrikePienaar30%,ErikaBuys10%andZachEngelbrecht30%of theSafariRetailshares in issue.

6.6.6.4 Between directors of Safari and Safari Heidelberg

FJJMarais,SJKruger,KPashiouandJCVerwayenarealldirectorsandshareholdersofSafariaswellasdirectorsandshareholdersofSafariHeidelberg.

6.6.7 Code of corporate practice and conduct

The board is fully committed to the principles of the Code of Corporate Practices and Conduct as set outinKingIII.Theboardrecognisesthatit isultimatelyresponsibleforconductingtheaffairsofthecompanywith integrityand inaccordancewith thegenerallyacceptedcorporatepractices.Safari’scorporate governance statement is set out in Annexure 15 to this pre-listing statement.

6.7 Safari advisors and company secretary

Thenamesandbusinessaddressesofthecompany’sadvisorsaresetoutinthe“Corporateinformation”section.Safari’sadvisorsdonothaveanyinterestinSafari’sshares.

SafariRetail,representedbyDirkEngelbrecht,isthecompanysecretaryandhisname,businessaddressandqualificationsaresetoutinthe“Corporateinformation”section.Asatthelastpracticabledate,DirkEngelbrecht,whoisrepresentingSafariRetail,heldnobeneficialinterestinSafarishares.

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

7.1 History

TheSafarigroupwasfoundedbyMrFrancoisMaraisapproximately14yearsagoand,throughtheinnovation,effectivemanagement and vision ofMr FrancoisMaraiswith themost valued support of approximately 150private investors, has expanded into a highgrowth retail property company.Safari hasdeliveredaCAGR inNAVpershareofmorethan20%,frominception.Thegroup’ssteadygrowthinassetvaluereflectstheabilityofSafari’sentrepreneurstodevelopandredevelopsustainablequalityretailcentres.

7.2 Nature of business

TheSafarigroupactivelyinvestsinandmanagesland,propertydevelopmentrightsandinvestmentproperties,held directly or indirectly, and benefiting from key long-term strategic relationships and alignments. The group’s properties,property-relatedrightsandlandareinrespectofretailpropertiesanddevelopments.Safarihasnooffice,mixeduseorindustrialpropertiesandwillremainaretail-focusedfundinlinewiththeinternationalinvestorpreference for dedicated property funds enhancing the predictability of performance.

Safariwill be listingon the JSEmainboard in the “RealEstate –RetailREIT” sector. Thegroupwill have adual focus making regular distributions to shareholders of income from rental and provide long-term sustainable capitalgrowthfromdevelopmentsfundedbyadividendreinvestmentprogramme.AR600millionbankfacilityisavailabletothecompanyandalisteddebtprogrammethatwillbeestablishedinthenext12months.

There are no government protection and or investment encouragement law affecting theSafari business asprovidedforinparagraph7.D.3oftheJSEListingsRequirements.TherearealsonoroyaltiespayableoritemsofasimilarnatureinrespectofSafarianditssubsidiaryasprovidedforinparagraph7.F.4oftheJSEListingsRequirements.

7.3 Investment and growth strategy

The business of the group is undertaken in two focus areas: investments and developments. Investmentscomprisecompletedbuildings,helddirectlyorindirectly.Allthegroup’sinvestmentsweredevelopedbySafariDevelopmentsandareretainedbySafari.Developmentscomprisegreenfieldsdevelopmentoflandorbrownfieldsdevelopmentbyrefurbishment,upgradeorotherimprovementtoexistingbuildings.

The properties and assets in the group’s investments provide stable income and balance sheet strength for the group to responsibly secure and fund high-growth opportunities within redevelopments and developments. The group’sdevelopmentsgeneratehighquality investmentproperties thatwillbe retainedbySafarigrowing theinvestment portfolio and distributions to shareholders.

The rural African market falls under the emerging sector and through analysing market research and implementing innovative management methods, the board is constantly striving to improve the retail service offering to retailers and the customer and to better returns on investments. Strategic positioning of existing retail centres, andplanning for developments, ensure that properties are optimally placed to take full advantage of both current and future growth patterns among retail shoppers. This is achieved through the development of centres into strong regional nodes, a strategy that both attracts top quality national retailers as well as reduces the risk of potential competitors entering the market.

AprogrammeforcontinuousimprovementofeachofSafari’sretailpropertiesisfollowed,therebymaintainingSafari’scompetitiveedge.Thisprovidestheassurancetoanever-increasingstreamofcustomersthroughretailoutlets.Improvementstaketheformofbeautificationofthepropertiesandtheirlandscapewhichmayincludeproviding better quality finishes; enhancement of food courts; and addressing the transport and safety needs of customersthroughestablishingtaxiranksandothertrafficcontrolmeasures.

Customers’ need for a range of services, including banking and other services, are well catered for. An ecletic mixoffashionstoresmeetstheneedofawiderangeoftastesandinterests,andseveralpopularfoodoutletswithin a comfortable and attractive food court provide for customers’ comfort. Quality tenants are always actively pursued, and a preference for long-term leases provides security for the company and investors alike.

ThemethodsforimplementingSafari’sapproachentailacombinationofthefollowing:

7.3.1 Refurbishingexistingretailcentrestoattractawidervarietyofshoppers;

7.3.2 Extendingretailcentresinlinewithnationalretailerinterestandcommitment;

7.3.3 EstablishingalltheSafaripropertiesasregionalcentresandthepreferredshoppingnodeforthetargetmarket;

7.3.4 Ensuringthatahealthytenantmixispresentatallcentres;

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7.3.5 Focusing on quality tenants and signing of long-term lease agreements; and

7.3.6 Proactive management to enable the portfolio to adapt to the evolving trends of the market.

Safarioffersinvestors100%participationinthefollowing:

• Qualityretailwiththefollowinglandmarkproperties:

– 33459m2NLAand42200m2 GLA Denlyn Mall in Mamelodi;

– 29996m2NLAand39680m2 GLA Atlyn Mall in Atteridgeville;

– 22743m2NLAand27645m2GLAThabongMallinSebokeng;and

– 11329m2NLAand15400m2GLAVictorianMallinHeidelberg;

• TheaboveNLAandGLAnumbersexcludeextensionsinprogress;and

• AqualityretaildevelopmentpropertyinSwakopmund.

7.4. Why invest in Safari

7.4.1 A well managed property portfolio developed and managed by professional entrepreneurs;

7.4.2 All properties have been established as dominant regional retail centres for the market they serve;

7.4.3 The average portfolio rental is below the market average, ensuring sustainable revenue streams and above normal rental escalations;

7.4.4 Closetoa0%vacancyfactor(nationalaverageisapproximately4%vacant);

7.4.5 The entire portfolio was recently revamped resulting in very low future maintenance requirements;

7.4.6 High national tenancy factor;

7.4.7 Newdevelopmentsmustbe80%leasedbeforeconstructioncommences;

7.4.8 Amaximum40/60debttoequityratioonalldevelopmentswithbondstobesettledwithin10years;

7.4.9 Aportfoliotobedoubledinnextthreeyearsthroughorganicgrowth;and

7.4.10 SafariwillmakedistributionstoSafarishareholderswithinthefirstsixmonthsoflistingontheJSE.

7.5 Prospects

7.5.1 Sustainability

Long-term sustainability is dependent onmeticulous attention to the existing portfolio, as well asdiligentpursuitof futureopportunities.Safariprides itselfonanapproachthatseeksexciting futureinvestmentsthatwillextendtheportfoliotoprovideevermorepossibilitiesforinvestorstogrowtheirreturn on investment.

AninvestmentinSafariisauniqueopportunitytoacquireaninterestinaretailpropertyportfolio,witha nominal risk factor, considering the diversity and freshness of the developments.

7.5.2 Development opportunities

Apartfromreturnsgeneratedbyinvestmentstheopportunityforfuturegrowthalsoexistswithsomevacant land portions, owned by Safari, holding promising potential. The unique location of thesepropertiesinMamelodi,Atteridgeville,SebokengandSwakopmundgivesSafarianedge.DevelopmentriskistoagreatextentremovedfromSafarithroughadevelopmentagent,namelySafariDevelopments,whoonlyoffersaninvestmenttoSafariwhenacertainlevelofleaseundertakingshasbeenreached.Theminimumissetat80%ofGLA.

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7.6. Properties

7.6.1 Denlyn

Denlyn Shopping Centre

Centre information

Denlyn Shopping Centre in Mamelodi is strategically positioned at the entrance to Mamelodi onMaphallaDrive.ItisthebestpositionedshoppingcentreinMamelodianditssurroundingareasandisalso the preferred shopping centre in its community. The centre is well located near the Denneboom station and commuter hub of Mamelodi. The centre has been trading since 2003 and has a GLA of approximately42200m2andaNLAofapproximately33459m2. The centre is anchored by a very popular4565m2Shopriteandhasabalancedtenantmix.Thereisa0%vacancyfactoratthecentrewitha92%nationaltenantrepresentation.Thisincludesallthemajorbanks,Shoprite,EdconGroup, MrPriceGroup,FoschiniGroup,TekkieTown,NikeFactoryStore,TruworthsEmporium,Clicks,Pepkor,nationalfurniturestores,PostOffice,KFC,ChickenLicken,WaltlooMeat&ChickenandLiquorCity.

Overview

The construction of Phase 4 at Denlyn was completed in the 2013 financial year and includes the newly constructedblocksJandH,thetaxirank,additionstoblockFandadditionalparking.BlockHhasbeenoperationalsinceAugust2012.BlockJhasalreadybeenoperationalsinceMarch2011.Edgars,MrPrice,TekkieTown,Sterns,DanielJ,Clicks,Nike,BigOTrading,ChickenLicken,BettaBetsandLiquorCityaresomeofthenewtenantsnowtradingintheHblock.Phase4alsoincludedanextensionofShopriteinblockCbyafurther1050m²whichbringsthetotalsizeofShopriteto4565m².Inall, 37shops (excludingextensions toexistingshops)havebeenadded to thecentreduringPhase4,bringing the total number of shops to 102 at Denlyn.

Thetotalpercentagecurrentlyletis100%withaGLAof42200m2andaNLAof33459m²(includingPhase4).Therental incomeforthefinancialyearending31March2013wasR39874296(2012:R27431509)showinganincreaseof45,36%yearonyear.Itmusthoweverbenotedthatthe2013financial year was for a 13-month period due to a change of the financial year end from February to March.

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Lease expiry profile

Most tenants have a five-year lease agreement in place, while the anchor tenant and some of the other large national tenants have longer lease terms.

GLA expiry (m2)

Rental revenue expiry (R)

2014 2015 2016 2017 2018

9,0%

3,05%

4,51%

10,01%

14,14%

6,74%

4,97%

11,75%

1,88%2,66%

Marketing

Safarimanagement’svision is tocontinueestablishingDenlynasanarea regional shoppingcentreand the strongest retail node in Mamelodi. Competition will be kept at bay by constantly improving theproductofferingand tenantmixensuring less lossof trade toother areas.Research indicatesthat the average dwelling time for a shopper at Denlyn is in the region of two hours. The comfort and beauty element of the centre has thus been enhanced significantly by tiling all passageways, adding more benches, bins and plants. The bathrooms have also been upgraded and beautified. The effect of the aforementioned was a significant increase in the number of feet going through the centre on amonthlybasis.ThetradingdensityofthecentreisatR33343/m²perannum,approximately29%abovethenationalaverageforsimilarsizecentres.TheaveragerentpermonthatDenlynisR118/m².Thenationalaverageis±R250/m²(source:Broll).Itisthusevidentthatthereispotentialforsubstantialgrowth with the average rent charged at Denlyn being well below the national average.

Maintenance and the environment

The centre is well maintained and maintenance is of a satisfactory standard. Management continuously strivestomaintainahealthybalancebetweencostandqualityofservice.Substantialgreeningofthepedestrian strips and parks is planned by the local council together with traffic control measures to increasepedestriansafety.CommuterswillbeabletosafelycrossfromtheDenneboomStationtotheshoppingcentrewhereapermanenttaxirank(nearingcompletion)willbebasedonthewesternsideinside the shopping centre premises.

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7.6.2 Atlyn

Atlyn Shopping Centre

Centre information

AtlynShoppingCentre iswell locatedonKhozaStreet inAtteridgevilleandhasabalanced tenantmixwithamajorityofnationalretailers.ThecentrehasaGLAof39680m2andaNLAof29996m2. AnchoredbyShoprite, this isapremierdestination for the residentsofAtteridgeville.Tradingsince2006,constructionofPhase4atAtlyncommencedduringMarch2012.Additionalspaceof5810m2 andeightnewtenantshavebeenaddedtotheshoppingcentre.ThePhase4extensionsalsoledtothe enlargement of some of the core tenants’ premises. All the new important national fashion brands arenowpresentatAtlyn.ItisalsoevidentthattherecentextensionsalreadyattractmoreshoppersfromtheIndiancommunityofLaudium.ThevisionremainstomarketandestablishAtlynasanarearegional shopping centre and strongest retail node in Atteridgeville.

Overview

In 2013 R73 million was spent on extensions and beautification of the Atlyn centre. This hasbeen completed and has been fully operational since March 2013. Research indicates that the average dwelling time for a shopper at Atlyn is in the region of two hours. Part of the upgrade is thus focused on enhancing the comfort element at the centre, for instance the beautification and extension of the food court, more benches and plants. The national representation at Atlyn is91% and includes Shoprite, all major banks, Woolworths, Edcon Group, Truworths, FoschiniGroup, national furniture stores, Tekkie Town, Clicks, Mr Price Group, Nando’s, Romans Pizzaand KFC. A 1 543m2 Edgars openend its doors in February 2013 together with a brand new 1 462m2 fashion block to enhance the shopping experience. The total percentage let is 100%.The centre’s popularity is evident from the remarkable attendance and trading density figures. The trading density of the centre is at R28 605/m2 per annum (furniture retail and financial services excluded).Therentalincomeforthefinancialperiodended31March2013wasR29613553(2012: R24879862)showinganincreaseof19,03%yearonyear.Itmusthowever be noted that the 2013 financial year was a 13-month period due to the change of the financial year end from February to March.

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Lease expiry profile

Most tenants have a five-year lease agreement in place, while the anchor tenant and some other large national tenants have longer lease terms.

GLA expiry (m2)

Rental revenue expiry (R)

2014 2015 2016 2017 2018

7,0%

4,0%

10,0%9,0%

9,98%

13,74%

5,98%

11,96%

0% 0%

7.6.3 Thabong

Thabong Shopping Centre

Centre information

ThabongShoppingCentreislocatedinSebokengandhasaGLAof27645m2 and a net letable area of 22 743m2.Tradingsince2007thecentreisfullyletwithabalancedtenantmixwithaSuperSparoccupyingmore than 4 000m2astheanchorretailer.Nationalrepresentationis83%andcurrentlyincludesSpar,Pepkor,FNB,Nedbank,nationalfurniturestores,Jetmart,Truworths,RootsButchery.Absa,TotalSports,Markhams,Exact,Identity,FashionExpress,Truworths,PepStores,EdgarsActive,Clicks,TekkieTownandEskomall joinedthecentreaftertherecentrenovationandextensions.Safari isintheprocessofnegotiating with some national fashion brands for a new fashion anchor for the new development block tobeestablishednexttoSpar.Edgarswillbethefashionanchorwitha2000m2 store. Foschini and Woolworthswillalsobepresentinthenewextension.ThefocusatThabongisonmaintaining,expandingandcontinuouslyattractingtherighttenantmixforthemarket,therebyestablishingThabongasanarearegionalshoppingcentreandthepreferredshoppingnodeinSebokeng.

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Overview

Thepercentageofspace letatThabongShoppingCentre iscurrentlyat100%and in itssixthyearofoperationandhasdevelopedan11%yearonyeargrowth in tradingdensity.This indicates thatThabong is increasing in popularity which is symptomatic of what management is working towards, making it a successful shopping centre. The rental income for the financial year ended 31 March 2013 wasR19892233(2012:R16931914)showinganincreaseof17,48%yearonyear.Itmusthoweverbe noted that the 2013 financial period was a 13-month period due to the change of the financial year endfromFebruarytoMarch.NewlyconstructedblocksEandFhavebeenfullyoperationalsinceMarch2013andthenewtenantsinthisblockincludeIdentity,Markham,TotalSports,EdgarsActive,TekkieTown,ExactandFashionExpress.RootsButcheryhasalsobeenexpandedby414m²to1036m².

Lease expiry profile

Most tenants have a five-year lease agreement in place while the anchor tenant and some other large national tenants have longer lease terms.

GLA expiry (m2)

Rental revenue expiry (R)

2014 2015 2016 2017 2018

2,0% 2,0%

5,0%

12,0%

13,91%

4,74%4,27%3,7%

0% 0,25%

Trading density

ThetradingdensityofthecentreisatR29555/m²perannum,approximately15%abovethenationalaverageforsimilarsizecentres.

Current extensions and stands available

SafariiscurrentlyconstructingafurtherphasetoaccommodatenationaltenantssuchasPicknPay,Edgars,WoolworthsandFoschini.Thiswillseeanadditionofafurther13474m²tothecentrewhichwillbringthetotalGLAofthecentreto41119m².

Summary of extensions and beautifications done at Denlyn, Atlyn and Thabong in 2013 financial period

Denlyn in Mamelodi

• Additionof19640m²ofwhich13820m²isrentablearea

• 37newshopsaddedtothecentre

• AdditionalannualrentalincomeofR16million

• GLAafterextensions42200m²

Atlyn in Atteridgeville

• Additionof5810m²ofwhich4460m²isrentablearea

• Eightnewshopsaddedtothecentreandseveralshopsenlarged

• AdditionalannualrentalincomeofR3,3million

• GLAafterextensions39680m²

Thabong in Sebokeng

• Additionof6502m²ofwhich3587m²isrentablearea

• 10newshopsaddedtothecentre

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• AdditionalannualrentalincomeofR3,8million

• GLAof27645m²

In summary the above redevelopment of the total portfolio resulted in a GLA increase in the total Safari property portfolio of approximately 31 952m2, addition of 57 national brands and a 0% vacancy factor.

Extensions in progress for the 2014/2015 Safari financial periods

• Additionofapproximately1300m2 retail to Atlyn Mall in Atteridgeville.

• Additionofapproximately10000m2retailtoMaundeStreetinAtteridgeville.

• Additionofapproximately13474m2retailtoThabonginSebokeng.

7.6.4 The Victorian

Victorian Shopping Centre

Overview

The Victorian Centre in Heidelberg is now in its 16th year of existence and is still performingexceptionallywell.ThecentrehasaGLAof15400m2andaNLAof11329m2. With Pick n Pay being theanchorandperformingwelltogetherwithothertenantssuchasWimpyandSpurwhoalsoattractsubstantial business, the centre remains the preferred shopping destination in the region. Over the past year the centre has been upgraded and extended. Total Sports,CNA andRomans are nowalso tenants. Maintenance work was also an important part of the work done at the centre to ensure thatTheVictorianremainsthemostpopularshoppingdestinationforHeidelbergandthesurroundingcommunitieseventhoughthecentreis16yearsold.

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Lease expiry profile

Most tenants have a five-year lease agreement in place while the anchor tenant and some of the other large national tenants have longer lease terms.

GLA expiry (m2)

Rental revenue expiry (R)

2014 2015 2016 2017 2018

0% 0%

3,0%

10,0%

7,0% 7,0%8,0%8,0%

11,0%

3,0%

Marketing

The vision of management in terms of marketing is to focus on maintaining the high level of national tenancywhilecontinuouslyattractingtherighttenantmixaccordingtomarketdemandandtherebyeliminating competition in the immediate area.

TheaveragerentpermonthatTheVictorianisR109/m².Thenationalaverageis±R170/m²(source:Broll).ItisthusevidentthatthereispotentialforsubstantialgrowthwiththeaveragerentchargedatTheVictorianbeingwellbelowthenationalaverage.

Trading density

The trading density for the centre in 2013 was R41 822 per m2.Therecentextensionandupgrademakesthecentreevenmoreattractivetonationaltenants.Eventhoughthecurrentrepresentationofnationaltenantsisalreadyat95%,managementcontinuestoworktowardsanevenbiggernationaltenancy at the centre.

7.6.5 Swakopmund

Safariisintheprocessofdevelopinganewregionaldestination16000m2–20000m2 retail centre in thetownofSwakopmundonaprimebeachfrontpropertyacquiredbySafariforR16million.Therearenocurrent“one-stop”shoppingdestinationsinSwakopmundinamacro-economicenvironmentwherethepopulationdoubledinthepreceding15yearstoapproximately50000peopleandisexpectedtodoubleagaininthenext10years.TheanchortenantwillbeCheckersandassoonasmarketingofretailspaceinthisdevelopmentreachesitsgoalof80%leased,therequiredregulatoryapprovalshavebeenobtainedandtheprojectisfullyfunded,thenSafariistocontinuewithconstruction.

8. ANALYSIS OF THE PROPERTY PORTFOLIO

Ananalysisofthepropertyportfolioinrespectofsectoral,geographic,tenant,vacancyandleaseexpiryprofileisprovidedinthetablesandgraphsbelow.TheinformationisbasedonSafari’sholdingineachpropertyandexcludesvacantland,unless otherwise stated.

8.1. Overview of the property portfolio

The Safari property portfolio comprises four developed retail centres and development properties withan aggregatemarket valueofR1,276billion. Full details of theproperty portfolio are set out inAnnexure 1 tothispre-listingstatement.ValuationreportsinrespectofthepropertyportfoliohavebeenincludedinAnnexure 2 to this pre-listing statement.

8.2. Analysis of the properties in the retail-based property portfolio

Thepropertyportfolio,whichhadanaggregateindependentfairvalueofR1,276billionasat30November2013,consists of developed retail shopping centres, stands for development and stands in the process of development infivenodes.ThefourdevelopedretailcentreshaveanaggregateNLAofapproximately97527m²andaGLAofapproximately124925m2. The property portfolio includes:

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Property name

Independent valuation

RNLA

m²GLA

m2

Percentage of total

portfolio based on

value%

Retail shopping centres

Atlyn Centre 335700000 29996 39680 26,3

Mamelodi Crossing 464400000 33459 42 200 36,4

Sebokeng 227 000 000 22 743 27645 17,9

VictorianinHeidelberg 130 000 000 11 329 15400 10,2

Stands for development

Atlyn erven 37 480 000 – – 2,9

Sebokengerven 13600000 – – 1,0

Stands in process of development

SwakopmundWaterfront 67734613 – – 5,3

Total property portfolio 1 275 914 613 97 527 124 925 100,0

8.3 Sectoral profile

The retail-based portfolio consists of four developed retail centres with a number of erven for future development closetotheseretailcentresandadevelopmentpropertyinSwakopmund.ThesectoralspreadofthepropertyportfolioconfirmsSafari’suniqueexposuretothedefensiveretailsector inSouthAfricaonbothaGLAandarevenue basis:

100%

Sectoral spread – GLASectoral spread – rental revenue

100%

8.4 Geographic profile

All developed retail centres are situated in Gauteng. Going forward the company will remain focused on high growth areas.

100%

Geographic spread – GLA Gauteng

Namibia

Geographic spread – rental revenue Gauteng

Namibia

100%

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8.5 Tenant profile

The property portfolio has a strong tenant base which is weighted towards national tenants.

Tenant profile by GLANational vs other (m2)

NationaltenantsA

NationaltenantsB

Other companies

Tenant profile by revenueNational vs other (R)

NationaltenantsA

NationaltenantsB

Other companies

78% 86%

15% 10%

7%

4%

For the table above the following key is applicable:

A. Large national tenants, large listed tenants and major franchises. These include, inter alia, Shoprite,Woolworths,CapitecBank,Nedbank,governmentdepartmentsandparastatals,Pepkor,PicknPay,Wimpy,StandardBank,PepGroup,OKFurnishers,JetStores,Edgars,Foschini,etc.

B. Nationaltenants,listedtenants,franchisesandmediumtolargeprofessionalfirms.Theseinclude,inter alia, Steers,KFC,Nando’s,Spur,Mugg&Bean,Fishmonger,etc.

C. Other.

8.6 Single vs multi-tenanted buildings

All the gross income is generated from multi-tenanted properties.

Single vs multi-tenanted buildings Single-tenantedbuildings

Multi-tenanted buildings

100%

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8.7 Vacancy profile by sector

Thetotalvacancyofthepropertyportfolioasat30November2013amountsto0m²or0%ofanaggregateNLAof97527m².

Vacancy profile Vacantarea(m2)

Total GLA (m2

100%

8.8 Lease expiry profile by GLA and gross rental

The leaseexpiryprofile reflectsexisting leasesasat15February2014expiringasapercentageofGLAandforecast rental revenue for the year ending 31 March 2014.

% GLA

% rentalrevenue2014 2015 2016 2017 2018

0,66% 1,11%

6,17%

3,57%

6,40%

9,44%

12,03%

8,39%

5,74%

9,22%

8.9 Rental escalations

The straight-line average rental escalations in the property portfolio for the 12 months ending 31 March 2014 amountto10%.

Average escalation (GLA weighted)

2011%

2012%

2013%

2014%

2015%

2016%

Mamelodi 8 10 11 9 8 8

Atlyn 10 7 7 9 7 8

Thabong 10 8 10 7 8 8

Heidelberg 8 8 9 8 8 8

Escalation weighted average 9 8 9 8 8 8

Straight-lineaverage 9 10 10 10 9 9

8.10 Gross rental per m²

Theweighted average gross rental perm² for Safari for the 12months ending 31March 2014 amounts to R105/m2.

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8.11 Valuation reports

ThepropertyportfolioisvaluedatafairvalueofR1,276billionbytheindependentvaluers,withavaluationdateasat30November2013.ThesummaryreportsarepresentedinAnnexure 2 of this pre-listing statement, with the detailed reports being available for inspection in terms of paragraph 29 of this pre-listing statement.

8.12 Title to the properties

AllthepropertiesareheldbySafarionafreeholdbasis.

9. DEVELOPMENT AND MANAGEMENT OF THE PROPERTY PORTFOLIO

9.1 Portfolio development and procurement agreement

TheportfoliodevelopmentfunctionwillbeperformedbySafariDevelopments.Extractsoftheportfoliodevelopmentand procurement are set out below, with the full agreement being available for inspection in terms of paragraph 29 of this pre-listing statement. A summary of the salient features of the property development agreements for thosedevelopmentsofSafaricurrentlyunderconstructionand recentlycompletedconstructions,aresetoutin Annexure 13 of this pre-listing statement, with the full agreements being available for inspection in terms of paragraph 29 of the pre-listing statement.

A summary of the salient features of the portfolio development and procurement agreement is set out below.

9.1.1 Portfolio development and procurement function

9.1.1.1 Safari isapubliccompanywhichconductsthebusinessof long-terminvesting inanddeveloping of immovable property, predominantly by constructing thereon commercial shopping centres, which are let to various traders.

9.1.1.2 Safari Developments is a private companywhich conducts the business of identifyingpossible commercial property development opportunities, conducting feasibility studies in respect thereof to determine the anticipated rate of return of such development, procuring ifnecessarytherezoningoftheproperty,actingasprojectmanagerstoimplementandcomplete the construction of the development, and arranging the proper tenanting thereof.

9.1.1.3 ThedirectorsofSafari, in fulfilmentof theirmandate toprotect,growandexpand theassetbaseofthecompany,continuouslyconsiderinvestinginexistingornewpropertyredevelopments and developments which, managed correctly, normally provide a better rateofreturnthanexistingdevelopments.

9.1.1.4 SafariDevelopmentshasbeeninstrumentalintheidentificationanddevelopmentoftheSafaripropertyportfolioandwill continue toactasapreferredpropertydeveloper forSafarionanarm’s-lengthbasisintermsoftheportfoliodevelopmentandprocurementagreement.

9.1.1.5 Safaridoesnothavetheinfrastructuretoconducttheproperadministrationandcontrolsof procurement of rights and construction of buildings, and has in the past successfully outsourced these tasks to Safari Developments. As Safari Developments historicallyexecutedthesetasksatrisk,onlyreceivingremunerationshouldaprojectbeacceptedtobeimplementedbySafari,andthecontinuedemploymentofSafariDevelopmentsisseen as inherent to and a critical component of Safari’s business, the partieswish torecordtheir futurecontractual relationship in respectofprojectprocurement, facilitationand development.

9.1.1.6 SafariappointedSafariDevelopmentsasitspreferredprojectco-ordinatorandprocurementagent to identifyandsourceaprojectandprepareadevelopmentproposal in respectthereofforconsiderationbySafari,atitssolecostandrisk,tothepointwheresufficientinformationisavailabletoSafaritodetermineatleast:

9.1.1.6.1 theexactlocationandextentofaproject;

9.1.1.6.2 particularsofownershipoftheproperty,andtheaspirations(financialandotherwise) of the landowner that will have to be addressed in a sale or other acquisition agreement;

9.1.1.6.3 thecurrentzoningofthesubjectproperty,andthecostandtimerequirementstorezonethepropertytoobtaintherequiredrights(ifnecessary),inclusiveofmunicipal and other contributions and engineering and infrastructural costs; and

9.1.1.6.4 allcostsofdevelopmentoftheproject,fromacquisition,townplanningandconstruction to completion.

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9.1.1.7 Safari Developments shall in respect of each new project prepare a comprehensivedevelopment proposal for consideration by the board.

9.1.1.8 Theapprovalofaprojectanddecisiontoproceedtherewithshallbeinthesolediscretionof the board assisted by the investment committee, and has to be confirmed by a written decisionoftheboard(excludingthosedirectorswhomayhaveafinancialinterestinthematter) before it may be acted upon.

9.1.1.9 Safari shall be entitled to, in its sole discretion, in part or in full accept or reject any proposal by Safari Developments, which shall include the right of Safari to accept a proposal for development from another entity than Safari Developments, without necessarily appointing Safari Developments as implementing agent, provided that Safari shall be obliged to appoint Safari Developments as implementing agent on all project proposals submitted by Safari Developments which are subsequently accepted by the board.

9.1.1.10 Safari appointed Safari Developments as the preferred project co-ordinator andimplementingagenton itsprojects,onceapproved,providedthat theremunerationtobepaidtoSafariDevelopmentsassetoutintheprojectfeasibilityisacceptabletoSafariandSafariDevelopments.Theappointmentshallbeconfirmedbywayofadevelopmentagreement in respectofeachseparateprojectsubstantially in the formof theexistingdevelopment agreements the salient features of which are included in Annexure 13 to this pre-listing statement.

9.1.2 Duration and termination of the portfolio development and procurement agreement

9.1.2.1 The portfolio development and procurement agreement commences on 1 February 2014 and continues for an initial period of seven years, terminable by either Safari,SafariDevelopmentsortheshareholdersofSafari.

9.1.2.2 Onexpiryoftheinitialperiodofsevenyearstheagreementwillrenewautomaticallyforafurther five years provided that:

9.1.2.2.1 noticeofterminationifsoresolvedbytheSafariboardandwiththeapprovalofamajorityofindependentvotescastbytheSafarishareholders(excludingthevotesoftheshareholdersofSafariDevelopmentsandtheirassociates),inageneralmeetingofSafarihasnotbeengiven;and

9.1.2.2.2 SafariDevelopments shall haveachieved the target capitalisation rate asagreed between the independent board members of Safari and SafariDevelopments.

9.1.2.3 Safarihastheright,toterminatetheportfoliodevelopmentandprocurementagreementupon:

9.1.2.3.1 the occurrence of an event of default by Safari Developments of agrossly negligent or dishonest nature or a material breach, terminated by 15businessdays’writtennotice;or

9.1.2.3.2 the disposal of all or the greater part by value of the properties and the letting enterprisesbySafaritoentitieswhicharenotassociatedwithanypersonsorentitieswhicharenotwhollyownedsubsidiariesofSafari,terminatedby90 business days’ written notice.

9.1.2.4 SafariDevelopmentshastherighttoterminatetheportfoliodevelopmentandprocurementagreement upon:

9.1.2.4.1 without cause, inSafariDevelopments sole discretion, upon sixmonths’written notice to Safari at any time (or such longer period as may bereasonably required to ordinarily accommodate an orderly handover of recordsandfunctionsofSafariDevelopments);

9.1.2.4.2 the occurrenceof an event of default bySafari of a grossly negligent ordishonest nature or amaterial breach, terminated by 15 business days’written notice; or

9.1.2.4.3 upon the disposal of all or the greater part by value of the properties and thelettingenterprisesbySafaritoentitieswhicharenotassociatedwithanypersonsorentitieswhicharenotwhollyownedsubsidiariesofSafari,orachangeofcontrolofSafari,terminatedby30businessdayswrittennotice:or

9.1.2.4.4 theprovisionofsixmonths’writtennoticeatanytime.

9.1.2.5 Safarishareholderson6(six)months’noticebySafariifsoresolvedbytheboardandwiththeapprovalofamajorityofthevotescastbytheholdersofSafarishares(excludingthe

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votesofanyholderswhoareshareholdersofSafariDevelopmentsandtheirassociates)(independentmajority) inageneralmeetingofSafaricalledbySafarior theholdersofSafarishares.

9.1.2.6 A party shall have breached the agreement and an event of default by such party shall occur if:

9.1.2.6.1 apartyfailstocomplywithanyprovisionoftheagreementandsuchfailureis not rectified within 120 (one hundred and twenty) business days after receipt of a written notice from the other party requiring the breaching party to rectify such breach, or if rectification is not possible within 120 (one hundred and twenty) business days, then in such reasonable extendedperiodasisrequiredtoremedythematerialbreachinquestion;or

9.1.2.6.2 aninsolvencyeventoccurswithrespecttosuchpartyandsuchinsolvencyevent is not rectified, remedied, cured, discharged, withdrawn, released or reversed, as the case may be, within 120 (one hundred and twenty) business days from the date upon which the insolvency event occurs.

9.1.3 Fees for services, expenses incurred on behalf of Safari and termination fees

9.1.3.1 Fees will be negotiated and agreements concluded on an ad hoc basis between the independentmembersoftheboardandSafariDevelopmentsonmarket-relatedtermsand will be contained in a procurement and development agreement similar to the current or recently completed development agreements the salient features of which are contained in Annexure 13 to this pre-listing statement.

9.1.3.2 InvestmentswillberesponsibleforthepaymentofallandanyexpensesthataredirectlyrelatedtotheoperationofSafari,ifSafariDevelopmentsincurandpaytheseexpensesonbehalfofSafari:

9.1.3.2.1 auditing fees;

9.1.3.2.2 company secretarial fees;

9.1.3.2.3 independent valuation fees;

9.1.3.2.4 transfer secretary fees;

9.1.3.2.5 allinitiallistingfeesandcostsoflisting;

9.1.3.2.6 allothercomplianceandstatutoryfeesandcosts;

9.1.3.2.7 all annual listing fees and costs of listing;

9.1.3.2.8 equity raising fees;

9.1.3.2.9 financing costs and finance raising fees;

9.1.3.2.10 professional and advisory fees, including fees and costs of professionals for due diligence relating to potential new property acquisitions;

9.1.3.2.11 development management fees;

9.1.3.2.12 directors’ fees;

9.1.3.2.13 all directors’ indemnity insurance and other necessary insurance;

9.1.3.2.14 all other fees and costs related to the directors and the functioning of the board and its sub-committees;

9.1.3.2.15 allcostsrelatedtotheownershipofthepropertyportfolioandtheconductionof the property letting enterprise;

9.1.3.2.16 all costs, legal fees and due diligence fees related to the inspection,evaluation and negotiation of the potential acquisition of prospective properties for possible inclusion in the property portfolio;

9.1.3.2.17 all costs and legal fees incurred in the process of Safari acquiring newproperties and transferring newly acquired properties into Safari’s name;and

9.1.3.2.18 allotherfeesandcostsrelatingtotheoperationofSafariandthefeesandcostsrelatedtothebusinessofthelettingenterprisesownedbySafari.

9.1.3.2 Noterminationfeeispayableiftheportfoliodevelopmentandprocurementagreementisterminated in terms of the provisions contained in paragraph 9.1.3.

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9.1.4 Details of the directors of Safari Developments

ThedirectorsofSafariDevelopmentsareFJJMarais,SJKruger,KPashiouandJCVerwayen.Thefullnames, ages, qualifications, nationalities, capacities, business addresses and brief resumés can be foundinparagraph6.

9.1.5 Shareholders of Safari Developments

The shares in Safari Developments are held by the following entities/individuals in the followingproportions:

• 25%byPaceProjectsProprietaryLimitedheld100%byKPashiou,adirectorofSafari;

• 25%bySJKruger,adirectorofSafari;

• 25%byJCVerwayen,adirectorofSafari;and

• 25%bySafariholdProprietaryLimitedofwhich100%isheldbyFJJMarais,theSafariCEO.

9.1.6 Registered address of Safari Developments

TheregisteredaddressofSafariDevelopmentsis420FrieslandAvenue,Lynnwood,Pretoria0081.

9.2 Property portfolio management function

ThemanagementofallpropertiesownedbySafariwillbeundertakenbyCosmosintermsofthepropertyportfoliomanagementagreement.Extractsof thecurrentpropertyportfoliomanagementagreementaresetoutbelowwhilst the salient features of the previous property management agreement appear in Annexure 3 of this pre-listing statement, with the full agreements being available for inspection in terms of paragraph 29 of this pre-listing statement.

A summary of the salient features of the services rendered in terms of the property portfolio management agreement are set out below:

9.2.1 Property portfolio management services

The portfolio management services to be rendered by the property portfolio manager will include, inter alia, but are not limited to the:

9.2.1.1 preparation and signature of written lease agreements with tenants;

9.2.1.2 investigating the creditworthiness of the prospective tenants, their trade history and obtaining such other information as may be relevant to the suitability of the prospective tenant;

9.2.1.3 renewing lease agreements in accordance with their terms;

9.2.1.4 collecting of rentals under the lease agreements and the payment of the amounts so collectedtoSafarionanagreedbasis;

9.2.1.5 collection of rental deposits, rental security and other contributions pursuant to any lease agreements;

9.2.1.6 refund of rental deposits to tenants as and when they fall due;

9.2.1.7 checking of turnover statements in respect of tenants, where applicable;

9.2.1.8 management of the marketing for retail centres to achieve the optimum spending patterns and turnover by retailer tenants;

9.2.1.9 management of all amounts received from tenants in respect of the lease agreements and all activities related and incidental thereto;

9.2.1.10 liaising with tenants and the attendance to tenants’ requirements;

9.2.1.11 taking all necessary action to enforce prompt and proper performance and discharge by tenants and other relevant parties of their respective obligations under the lease agreements andtheexerciseofallrightsundertheleaseagreementsandanyrelatedsecurityprovidedin respect thereof in the event of default under the relevant lease agreement;

9.2.1.12 appointment and management of maintenance contractors where required;

9.2.1.13 timeous payment of all expenses, includingmunicipal consumption and service fees,propertytaxesandothermunicipaltaxes,dutiesandlevies,inrespectofthepropertiesand the rendering of the services;

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9.2.1.14 arranging security in and about the properties where required;

9.2.1.15 liaising with local and other authorities in respect of the properties;

9.2.1.16 arranging and supervising the cleaning of properties and the surrounding areas where required;

9.2.1.17 ensuringthatSafaricomplieswithalllawsandregulationspertainingtothepropertiesinthe property portfolio and the use of the properties;

9.2.1.18 implementation of all necessary management and control systems;

9.2.1.19 liaising with attorneys and supervision of legal actions with regard to the recovery of amounts payable under the lease agreements and any other matters relating to the properties and the management thereof;

9.2.1.20 arranging maintenance and preventative maintenance (including but not limited to fire control measures) in respect of the properties where required;

9.2.1.21 collectionandpaymentofVATamounts;

9.2.1.22 be responsible for the financial and reporting functions and also facilitating the audit process; and

9.2.1.23 compliance with all of Safari’s requirements in respect of the management, control,administration and letting of the properties and the performance of such further functions as are usually performed by managing agents.

9.2.2 Duration and termination of the portfolio management agreement

9.2.2.1 The portfolio management agreement commences on 1 February 2014 and continues foraninitialperiodof10years,terminablebyeitherCosmosorSafariintermsofeitherparagraphs 9.2.2.3 or 9.2.2.4 of this pre-listing statement.

9.2.2.2 Any renewal or extension of the portfolio management agreement will be subject toobtainingSafari shareholdersapproval (excluding the votesof any relatedpartiesandtheir associates as defined in the JSE Listings Requirements) in general meeting asrequiredintermsofparagraph13.40oftheJSEListingsRequirements.

9.2.2.3 Safarihastheright,toterminatetheportfoliomanagementagreementupon:

9.2.2.3.1 the occurrence of an event of default by Cosmos of a grossly negligent or dishonest nature or a material breach, terminated by 15 business days’written notice; or

9.2.2.3.2 the disposal of all or the greater part by value of the properties and the letting enterprisesbySafaritoentitieswhicharenotassociatedwithanypersonsorentitieswhicharenotwhollyownedsubsidiariesofSafari,terminatedby 90 business days’ written notice.

9.2.2.4 Cosmos has the right to terminate the property management agreement upon:

9.2.2.4.1 the occurrence of an event of default by Safari of a grossly negligent ordishonest nature or a material breach, terminated by 15 business days’written notice; or

9.2.2.4.2 the disposal of all or the greater part by value of the properties and the letting enterprisesbySafaritoentitieswhicharenotassociatedwithanypersonsorentitieswhicharenotwhollyownedsubsidiariesofSafari,orachangeofcontrolofSafari,terminatedby30businessdayswrittennotice;or

9.2.2.4.3 theprovisionofasixmonthswrittennoticeatanytime.

9.2.2.5 A party shall have breached the agreement and committed an event of default if a party:

9.2.2.5.1 fails to complywith any provision of the agreement and if such failure isnot rectified within 30 (thirty) business days after receipt of a written notice from the other party, provided, however, with respect to any matter where rectifying such failure reasonably requires more than 30 (thirty) business days, the time period for rectifying shall be extended for up to a total of60(sixty)businessdaysorforlonger, ifreasonablyrequiredtoremedythebreach.Inthisregard,constructionandrenovationtimelinesshallbetakeninto account when determining a reasonable time for the remedy of a breach;

9.2.2.5.2 failed topromptlycommence rectifyingabreachafter receiptofawrittennotice from the other party and thereafter fails to pursue such rectification; or

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9.2.2.5.3 aninsolvencyeventoccurswithrespecttosuchpartyandsuchinsolvencyevent is not rectified, remedied, cured, discharged, withdrawn, released or reversed, as the case may be, within 120 (one hundred and twenty) business days from the date upon which the insolvency event occurs.

9.2.3 Property portfolio management fee and termination fees

9.2.3.1 Cosmosisentitledtoamonthlyfeeequalto3%ofallamounts(excludingVAT)collectedundertheleaseagreementsincludingratesandtaxes,insurancepremiums,thelessee’sshare of operating costs, merchant’s contributions and municipal recoveries.

9.2.3.2 Clause 9.2.3 of the portfolio management agreement provides that should Cosmos or SafariterminatetheagreementthenSafariwillbeobligedtomakeapaymenttoCosmosof an amount calculated by using the monthly fee, paid to Cosmos immediately prior to the date of cancellation, and then discounting that monthly portfolio management fee on a monthly basis for 24 (twenty-four) months or the number of months remaining of the term of the portfolio management agreement, whichever is the longer, to arrive at a present value of the future fee and the discount rate to be used will be the Absa prime bankingrateplus2,5%(twopointfivepercent)(whichisanannualrate),convertedtoamonthly rate by dividing the annual rate by 12 (twelve).

9.2.3.3 The termination fee will only be payable in the following three instance as provided for in paragraph 9.4.3 of the portfolio management agreement:

9.2.3.3.1 If Safari terminates the portfolio management agreement in terms ofparagraph 9.2.1.2 of the portfolio management agreement provide that if uponsixmonths’writtennoticetotheportfoliomanagerintheeventofasaleor alienation or other disposition (including a distribution in specie) (without replacement) of all or the greater part by value (as stated in the last audited financial statements of Safari of the properties by Safari to entities whicharenotwholly-ownedsubsidiariesofSafari,whether inone transactionoraseriesoftransactions,overany24(twentyfour)monthperiod.Safariwillin its negotiations be obliged to endeavour to the best of its ability to assist the portfolio manager to remain to be the contracted party to provide the portfolio management services.

9.2.3.3.2 If Cosmos terminates the portfolio management agreement in terms ofparagraph 9.3.2 of the portfolio management agreement that provide that if upon15(fifteen)businessdays’writtennoticetoSafariupontheoccurrenceofaneventofdefaultbySafari,theportfoliomanagershallhavetherighttoterminate the portfolio management agreement if such event of default is of a grossly negligent or dishonest nature and is not remedied or is incapable of being remedied; or the event of default is a material breach of a provision of the portfolio management agreement going to the root of the agreement and is not remedied or is incapable of being remedied.

9.2.3.3.3 If Cosmos terminates the portfolio management agreement in terms ofparagraph 9.3.3 of the portfoliomanagement agreement upon 15 (fifteen)business days’ written notice to Safari, or such longer period as mayreasonably be required in the circumstances, upon the sale or alienation or other disposition (including a distribution in specie) (without replacement) of all or the greater part by value (as stated in the last audited financial statements ofSafariofthePropertiesbySafaritoentitieswhicharenotawholly-ownedsubsidiariesofSafari,whetherinonetransactionoraseriesoftransactions,overany24(twentyfour)monthperiod;orachangeofcontrolofSafari.

9.2.3.4 The calculations below is done for illustrative purposes only:

Description

Monthly fee as a % based on gross

receipts by Safari per portfolio

management agreement

Forecast receipts for the financial

year ending 31 March 2014

per forecast income statement

Property management fee

payable based on forecast receipts for

the financial year ending 31 March

2014)3

3% R112 874 888 R3386247perannumR282 187 per month

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Description

Discount rate based on the current Absa banking rateplus2,5%calculatedintermsoftheprovisionsof the portfolio management agreement termination clause3(%) 11,5

Assumed remaining period of the portfolio management agreement on the date of termination for illustrative purposes3 2 years)1 10 years)2

IllustrativeterminationfeepayableincashinRand3 6024447)1 20 070 849)2

Notes:

1 The minimum fee payable in the event of a termination of the portfolio management agreement as provided for in paragraph 9.2.3.3 above is always subject to a minimum payment of a termination fee based on a 24-month period.

2 The maximum termination fee that will be payable (based on the assumptions as contained in the table) is for a 10 year period as this is the maximum period for which the agreement can be in place at any given point in time. The exact fee will be calculated based on the actual period for which the agreement still remain in place (subject to the provisions contained in note 1 above) at the date of termination of the portfolio management agreement.

3 The revenue received per month, the Absa prime interest rate plus 2,5% and remaining period of the portfolio agreement used to calculate the termination fee will be based on the revenue received per month by Cosmos in the month immediately preceding the termination, the Absa prime interest rate at the date of termination and the actual remaining period of the portfolio management agreement at the time of termination by Cosmos, respectively.

9.2.4 Details of the members of Cosmos

Themembersof thepropertymanagerareFJJMarais,WLVenter,E leGrangeandMLdeKlerk. The full names, ages, qualifications, nationalities, capacities, business addresses and brief resumés of themembersofthepropertymanagercanbefoundinparagraph6.3.2and6.3.3above.

9.2.5 Shareholders of Cosmos

Themembers’interestinCosmosisheld55%byFJJMarais,theSafariCEO,15%byEleGrange;20%byWVenter;and10%byMLdeKlerk.

9.2.6 Registered addresses of Cosmos

The registered address of the property manager is 420 Friesland Avenue, Lynnwood, Pretoria 0081.

9.3 Members of the investment committee

TheinvestmentcommitteecurrentlycomprisesFJJMarais(chiefexecutiveofficer),PPienaar(executivedirector),JCVerwayen (non-executivedirector),AEWentzel (independentnon-executivedirector)andMMinnaar (non-executivedirector).Thefullnames,ages,capacities,qualifications,nationalities,businessaddressesandbriefresumésofthemembersoftheinvestmentcommitteearesetoutinparagraph6.2ofthepre-listingstatement.

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FINANCIAL INFORMATION

10. FINANCIAL INFORMATION

10.1 Pro forma statement of financial position

The pro formastatementoffinancialpositionofthegroupasat30September2013,beforeandaftertheoffer,ispresented in Annexure 5 to this pre-listing statement. The independent reporting accountants’ limited assurance report on the pro forma statement of financial position of the group is presented in Annexure 6.

10.2 Forecast statements of comprehensive income

The forecast statements of comprehensive income of the group for the financial year ending 31 March 2014 and fortheyearending31March2015arepresentedinAnnexure 7 to this pre-listing statement. The independent reporting accountants’ limited assurance report on the statement of forecast financial information of the group is presented in Annexure 8 to this pre-listing statement.

10.3 Audited and reviewed historical financial information

The audited historical financial information of the group as at 31 March 2013 and the reviewed historical financial informationforthesix-monthperiodended30September2013andthefinancialyearsended29February2012and 28 February 2011 is presented in Annexure 10 to this pre-listing statement. The accounting policies are presented in Annexure 11 to this pre-listing statement. The independent reporting accountants’ report on the historical financial information of the company is presented in Annexure 12 to this pre-listing statement.

10.4 Summary financial information

The tablebelow illustrates the historic growth in revenueofSafari as extracted from the report on historicalfinancial information included in Annexure 10 to this pre-listing statement and the forecast financial information asextractedfromAnnexure 7 to this pre-listing statement:

Rental income before lease smoothing

28 February 2011

Audited12 months

29 February 2012

Audited12 months

31 March 2013

Audited13 months*

31 March 2014

Forecast12 months

31 March 2015

Forecast12 months

Rental income without straight line of rental incomeadjustment(R) 64679907 72862803 95646478 112 874 888 138533297

Yearonyeargrowth(%) 12,65 31,26 18,01 22,73

Four-year average growth (%) 28,55

* Please note that the financial year end was changed in 2013 from 28 February 2013 to 31 March 2013 so as to allow Safari to list as a REIT in the 2014 financial year.

The tablebelow illustrates thehistoricalgrowth in investmentpropertyvalueasextracted from the reportonhistorical financial information included in Annexure 10 to this pre-listing statement:

Asset value1 March

201028 February

201129 February

201231 March

2013

Investmentproperty(R) 593638984 718564984 856811029 1054912556

Yearonyeargrowth(%) 21,04 19,23 23,12

Three-year average growth (%) 25,90

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11. DIVIDENDS AND DISTRIBUTION POLICY

The directors anticipate that the first dividend payable to shareholders will be the dividend in respect of the period ending31March2014whichisexpectedtobepaidinJuly2014.Itisthedirectors’intentiontodeclareadividendanddistributionbi-annually,whichisexpectedtobepaidontheearlierofthedateonwhichadividendinrespectoftheshares is payable, and four months after the end of the financial year or half yearly period. The company will hold all moniesduetoshareholdersintrustbutsubjecttothelawsofprescription.Therearenoarrangementsintermsofwhichfuture dividends or distributions are waived or agreed to be waived.

12. MATERIAL CHANGES

Save for the Safari shareholders’ conversion of their loan accounts, details of which are set out in paragraph 17,the acquisition of theHeidelberg property, details ofwhich are set out in paragraph 15 and the private placementcontemplated in this pre-listing statement:

12.1 therehavebeennoothermaterialchangesinthefinancialortradingpositionofthegroupsinceSafaripublisheditsauditedandreviewedfinancialinformationforthe13-monthperiodended31March2013andthesix-monthperiodended30September2013;

12.2 therehavebeennootherchangesinthebusinessortradingobjectsofSafariduringthepastfiveyears;

12.3 therehavebeennoothermajorchangesinthenatureofproperty,plantandequipmentandinthepolicyregardingthe use thereof;

12.4 therehavebeennoothermaterialchangesinthenatureofthebusinessoftheSafarigroup;and

12.5 therehasbeennoothermaterialfactorcircumstancethathasoccurredbetween30September2013,beingthelatest reported period, and the date of this pre-listing statement.

13. CAPITAL COMMITMENTS, LEASE PAYMENTS AND CONTINGENT LIABILITIES

13.1 Atthelastpracticabledate,Safarihadnomaterialcommitmentsforcapitalexpenditureotherthanexpansioncapitalexpenditureauthorisedbytheboardintermsofthedevelopmentagreements.Thetablebelowillustratestheexpansioncapitalexpenditureauthorisedbytheboard:

Project Project status

Budget approved

R

Financial year ending

31 March 2014

R

Financial year ending

31 March 2015

R

Financial year ending

31 March 2016

R

Mamelodi Denlyn Completed 225000000 17050000 – –

SebokengPhase2 Completed 56500000 2221751 – –

SebokengPhase3 Inprogress 109 000 000 20 000 000 85000000 4 000 000

SebokengPhase3.1 To be approved by the board

79 000 000 4500000 60000000 7500000

AtlynPhase3–includingSouthblock

Inprogress 92 200 000 39 123 144 40001953 –

Atteridgeville– MaundeStreet

Inprogress 126000000 24 000 000 98 000 000 4 000 000

SwakopmundWaterfront Phase 1

Inprogress 49 000 000 12250000 2 438 000 –

Swakopmund Waterfront Phase 2

To be approved by the board

300 000 000 – 150000000 150000000

Total 1 036 700 000 119 144 715 435 439 953 165 500 000

13.2 Otherthandisclosedaboveatthelastpracticabledate,Safarihadnomaterialcommitmentsforleasepaymentsor any contingent liabilities.

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14. LOANS

14.1 SafarisecuredaR600million loan facility fromAbsa.The loanwillbear interestat theprimeoverdraft rate,less1%payablemonthlyinarrearsandwillberepayableover60months.AbondhasbeenregisteredagainstErf14248AtteridgevilleExtension25,erven103,105,106and74995SebokengUnit10Extension1and Erf19265Mamelodi&Erf40827MamelodiExtension13.

14.2 Asat31March2013anamountofR337572030hadbeendrawndownbySafariagainsttheAbsaloanfacility,detailsofwhichhavebeenincorporatedinnote11oftheSafarireportonhistoricalfinancialinformationincludedin Annexure 10ofthispre-listingstatement.Safariwillusetheproceedsoftheprivateplacementtorepaytheoutstanding balance on the Absa loan facility.

14.3 TheaboveloanisnotconvertibleintoSafarishares.NoneoftheSafariloanshaveanyconversionrights.

14.4 Safarishareholdersconvertedtheirshareholderloanaccountsrepresentingloansgivenbyshareholderssince2000toSafariamountingtoR186millionintoSafarisharesbywayofelectioninJuly2013,detailsofwhichhave been included in paragraph 18 and Annexure 5ofthispre-listingstatement.SafarishareholderswhoareloanbeneficiariesintheamountofapproximatelyR4millionelectednottoconverttheirloanaccountsintoSafarishares. Their loan accounts will be repaid within 30 days after the listing date out of the proceeds of the private placement.

14.5 Safarihasnotissuedanydebenturesasatthelastpracticabledate.

14.6 Thecompanyhasnoloansreceivable.Noloanshavebeenmadeorsecurityfurnishedtothedirectorsasatthelast practicable date.

14.7 Safarihasonlyonesubsidiary inSafariNamibiaandanintergrouploanamountingtoR35333,84hasbeenmadebySafaritoSafariNamibiainthe2013financialperiod,detailsofwhichareincludedintheSafarireporton historical financial information as set out in Annexure 10 of this pre-listing statement. The company has no othermaterialinter-companyfinancialorothertransactionbalances.Theloandoesnothaveanyfixedtermsofrepayment.

14.8 TheborrowingpowersofthedirectorsasprovidedforintheSafariMOIofwhichanextractappearsinparagraph17 of Annexure 14tothepre-listingstatementcanonlybevariedatageneralmeetingofSafarishareholders,ifatleast75%ofSafarishareholderspresentandvotingorrepresentedbyproxyvoteinfavourofaproposedamendment.

14.9 Theborrowingpowersofthecompanyhavenotbeenexceededinthepreviousthreeyears.Existingborrowingsarose from the purchase and development of vacant land and subsequent further development of retail centres. For more information on borrowings and the subsequent investment in investment property please refer to notes 4 and 11 of Annexure 10 of the pre-listing statement.

14.10 NodebentureswerecreatedintermsofatrustdeedbySafarisinceincorporationandassuchnodebentureconversion or replacement has ever been done.

14.11 SafariwillhavenodebtonlistingifR400millionisraisedintermsoftheoffer.

14.12 Therearenoloansreceivableasprovidedforinparagraph7.A.20oftheJSEListingsRequirements.

14.13 NoloanshavebeenmadeorsecurityfurnishedbySafariorSafariNamibiatoorforthebenefitofanydirectorormanageroranyassociateofanydirectorormanagerofSafariasprovidedforinparagraph7.A.21oftheJSEListings Requirements.

14.14 For more information on interest-bearing borrowings please see paragraph 11 of Annexure 10 of the pre-listing statement.

15. THE HEIDELBERG ACQUISITION AND PROPERTY ACQUIRED OR TO BE ACQUIRED

Witheffectfrom15January2014SafariacquiredtheHeidelbergpropertyonwhichTheVictorianretailcentreislocatedforanaggregateamountofR130000000 lessassumeddebt intheamountofR1600000.ThenetconsiderationpayableamountedtoR128400000andwassettledthroughtheissuanceof17074470Safariconsiderationshares.TheshareswereissuedtoSafariHeidelbergonthedateofregistrationofthefreeholdtitletotheHeidelbergpropertyintothenameofSafariatanissuepriceofR7,52perSafarishare.TheHeidelbergpropertywastransferredintothenameofSafarionFriday,28February2014.TheassumedliabilityofR1600000hasbeensettledbySafariutilisingexcesscash.

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TheagreementbetweenSafariandSafariHeidelbergprovidedthat:

• SafariHeidelbergsoldtheHeidelbergpropertyanditsbusinesstoSafariforanamountofR130000000;

• thetransactiontakestheformofanasset-for-sharetransactionascontemplatedinsection42oftheIncomeTaxationAct;

• insettlementofthepurchasepriceSafariassumedaliabilityintheamountofR1600000;

• thenettransactionvalueamountedtoR128400000;and

• SafariHeidelbergwillassoonaspossibleafterthedateoftransferofthepropertyintothenameofSafarideliveralldocuments, accounting records, and all such documents as may be necessary to vest ownership of the Heidelberg propertyandbusinesstoSafari.

SafariandSafariHeidelbergprovidedwarrantiesthatarenormalforatransactionofthisnature,includingthat:

• SafariHeidelberghasfullandvalidtitletotheHeidelbergproperty;

• ownershipwillbetransferredfreeofanyliens,chargesandencumbrances,andwithallrightsattachingthereto(theHeidelbergpropertywastransferredintothenameofSafarion28February2014);and

• nopersonwillhaveanyright(includinganyoptionorrightoffirstrefusal)toacquiretheHeidelbergbusinessoranypart thereof.

TheagreementdoesnotprecludeSafariHeidelbergfromcarryingonwithasimilarbusiness.

The independent valuer placed a value of R130 million on the Heidelberg property. His report is included in Annexure 2 to the pre-listing statement. The Heidelberg property was acquired at fair market value and no goodwill was created.

Other than the Heidelberg acquisition, details of all property acquisitions in the preceding three years are set out in the SafarireportonhistoricalfinancialinformationincludedinAnnexure 10 to the pre-listing statement.

Details of the principal immovable properties owned and to be owned by the company are set out in Annexure 1 to this pre-listing statement.

The application for listing does not coincide, directly or indirectly, with the acquisition by the company of securities in or of the business undertaking of any other company, in consequence of which that company or business undertaking would become a subsidiary of or part of the business of the company.

Atthelastpracticabledate,Safarihadnoleaseagreementsinrespectofproperty.

16. PROPERTY DISPOSED OF OR TO BE DISPOSED OF

NopropertyhasbeendisposedofbythecompanyduringthepastthreeyearsandtheboardcurrentlyhasnointentiontodisposeofanyoftheSafariimmovableproperties.

58

SHARE CAPITAL

17. AUTHORISED AND ISSUED SHARE CAPITAL

17.1 Safari’s authorised and issued share capital

Asat31March2013Safari’sauthorisedandissuedsharecapitalcomprised100millionand72490371parvaluesharesof1centeach,respectively.On6August2013,twospecialresolutionswerepassedconvertingtheSafariparvaluesharestonoparvaluesharesandincreasingtheauthorisedsharecapitalfrom100000000noparvaluesharesto500000000noparvalueshares.Themovementinthesharecapitalsince31March2013isset out in detail in the pro forma balance sheet included in Annexure 5 to this pre-listing statement.

There have been no consolidations or subdivisions of the shares in the three years preceding the last practicable date.

There have been no offers of shares in the three years preceding the last practicable date.

TheSafarisharesrepurchasedbySafariinthethreeyearsprecedingthelastpracticabledatearereflectedinthetable below:

Financial period ended 31 March

Number of shares

repurchased and cancelled

Consideration paid per share

in cents

2013 369500 502

2013 429 000 452

2012 145000 472

2011 185000 400

There are no shares held in treasury.

DuringJuly2013existingSafarishareholderselectedtoconverttheirshareholderloanaccountsamountingto R186221933intoSafariordinaryshares.26910684newnoparvalueSafarishareswereissuedtotheexistingSafarishareholdersatR6,92pershare.SafariNamibiadidnotissueanysharesforcashintheprecedingthreeyears.

TheauthorisedandissuedsharecapitalofSafarionthedateoflistingisanticipatedtobeasfollowsbasedonthe assumption that:

• 17074470shareshavebeenissuedtoSafariHeidelbergasaresultoftheHeidelbergacquisitionatanissuepriceofR7,52perSafarishare;and

• 53200000shareshavebeenissuedintermsoftheprivateplacementraisingR400000000atanissuepriceofR7,52perSafarishare:

Authorised

500000000noparvalueordinaryshares

Issued

174064827noparvalueordinaryshares R1035721369

All of the authorised and issued shares (including those placed in terms of the offer) are of the same class and rank pari passu in every respect. Accordingly, no share has any special rights to dividends, capital or profits or capital of the company or any other right, including redemption rights and rights on liquidation or distribution of capital assets.Allofthesharesarefullypaidupandfreelytransferrable.NoneoftheSafarishareshaveanypreferentialconversionand/orexchangerights.TheMOIprovidesthatdividendsmustbepaidtotheshareholdersaccordingto their respective rightsand interest inproportion to thenumberofsharesheldby them. If thecompany iswound-up the liquidator may distribute among the shareholders in specie the whole or any part of the assets of the company.

TherightsattachingtothesharesmaybevariedbyspecialresolutionofSafariapprovingsuchvariation and, either with the consent in writing of the holders of three-quarters in nominal value of the issued shares, or with the

59

sanction of a resolution in the nature of a special resolution passed at a separate meeting of the shareholders, inaccordancewiththeprovisionsoftheMOI.Atanygeneralmeeting,everyshareholderpresentinpersonorbyproxy(orifalegalentity,dulyrepresentedbyanauthorisedrepresentative)willhaveonevoteonashowofhandsandonapolleveryshareholderpresentinpersonorbyproxywillhaveonevoteforeachshareheldassetoutinfurther detail in Annexure 14 to this pre-listing statement.

17.2 Safari Namibia’s authorised and issued share capital

Safari Investments(Namibia)ProprietaryLimitedregistrationnumber2002/246wasincorporatedin2002withanauthorisedsharecapitalof4000parvalueordinarysharesofN$1eachandhasanissuedsharecapitalof 100ordinaryshares.SafariNamibiaisawhollyownedsubsidiaryofSafari.SafariNamibiaownstheSwakopmundwaterfrontpropertyreferredtoinparagraph7.6.5ofthepre-listingstatement.ThebusinessofSafariNamibiais to own and develop retail based properties for commercial use inNamibia. Safari acquired its interest inSafariNamibiaon31October2010.FormoreinformationontheacquisitionofSafariNamibiapleaseperuse paragraph 27 of Annexure 10 to the pre-listing statement.

18. ADEQUACY OF WORKING CAPITAL

ThedirectorsareoftheopinionthattheworkingcapitalavailabletoSafarianditssubsidiaryissufficientforthegroup’spresentrequirements,thatisforatleastthenext12monthsfromthedateofissueofthepre-listingstatement.

19. UNISSUED SHARES

As provided for in theMOI of Safari, the authorised but unissued shares of the company are under the control ofthedirectorswithauthoritytoissueallorpartthereofintheirdiscretionsubjecttotheprovisionsofsection38oftheCompanies Act and the Listings Requirements as set out in paragraph 21 of this pre-listing statement.

20. OPTIONS AND PREFERENTIAL RIGHTS IN RESPECT OF SHARES

There are no contracts or arrangements, either actual or proposed, whereby any option or preferential right of any kind hasbeenorwillbegiventoanypersontosubscribeforsharesinSafari.

21. GENERAL AUTHORITY TO ISSUE SHARES FOR CASH AND TO REPURCHASE SHARES

21.1 General authority to issue shares

IntermsoftheListingsRequirements,shareholdersofcompanieslistedontheJSEmayauthorisethedirectorsofsuchcompaniestoissueunissuedsharesheldundertheircontrolforcash,subjecttocertainrestrictions.Inorderto place the directors in a position to take advantage of favourable circumstances that may arise from the issue of such shares for cash for the benefit of the company, the appropriate ordinary resolution in this regard is permitted bySafari’sMOIandhasbeenpassedbySafari’sexistingshareholderincompliancewithboththeprovisionsoftheMOIandtheListingsRequirements.Atthisstage,thedirectorshavenoplanstoissuetheseshares.

TherestrictionsplacedonsuchauthoritybytheJSEarethat:

• theequitysecuritiesthatarethesubjectoftheissueforcashmustbeofaclassalreadyinissueor,wherethisis not the case, must be limited to such securities or rights that are convertible into a class already in issue;

• theequity securitiesmustbe issued topublic shareholders, asdefined inparagraph4.25 to4.27of theListings Requirements, and not to related parties;

• securitieswhichare thesubjectofageneral issue forcashmaynotexceed15%ofSafari’s listedequitysecurities at the date of the notice of general/annual general meeting seeking the general issue for cash authority.ThemaximumnumberofsharesthatcanbeissuedintermsofthisauthoritysubsequenttothelistingofSafariontheJSEis15568554shares;

• thisauthorityisonlyvaliduntilthecompany’snextannualgeneralmeeting,providedthatitshallnotextendbeyond15monthsfromthedateonwhichthisauthorityisgiven;

• thecalculationofSafari’slistedequitysecuritiesmustbeafactualassessmentofSafari’slistedequitysecuritiesasatthenoticeofgeneral/annualgeneralmeeting,excludingtreasuryshares;

• thespecificnumberofsharesrepresentingupto15%ofSafari’slistedequitiesasatthedateofthenoticeofSafari’sgeneral/annualgeneralmeetingmustbeincludedasanumberintheresolutionseekingthegeneralissue for cash authority;

• anyequitysecuritiesissuedundertheauthorityduringtheperiodcontemplatedinparagraph5.50(b)oftheJSEListingsRequirementsmustbedeductedfromsuchnumberintheaboveparagraph;

60

• intheeventofasubdivisionorconsolidationofissuedequitysecuritiesduringtheperiodcontemplatedinparagraph5.50(b)theexistingauthoritymustbeadjustedaccordinglytorepresentthesameallocationratio;

• themaximumdiscountatwhichequitysecuritiesmaybeissuedis10%oftheweightedaveragetradedpriceof such equity securities measured over the 30 business days prior to the date that the price of the issue is agreedbetweenSafariandthepartysubscribingforthesecurities.TheJSEwillbeconsultedforarulingifSafari’ssecuritieshavenottradedinsuch30businessdayperiod;

• approvalofthegeneralissueforcashordinaryresolution,byachievinga75%majorityofthevotescast.Theresolution must be worded in such way as to include the issue of any options/convertible securities that are convertibleintoanexistingclassofequitysecurities,whereapplicable;and

• apaidpressannouncementgivingfulldetails,includingtheeffectonnetassetvalueandearningspershare,willbepublishedatthetimeofanyissuerepresenting,onacumulativebasiswithinanyonefinancialyear,5%or more of the number of shares in issue prior to such issue.

AresolutionauthorisingthegeneralauthoritywaspassedbySafari’sexistingshareholderson5November2013.

21.2 Authority to repurchase shares

TheexistingshareholdersofSafariapprovedaresolutionon5November2013,authorisingtherepurchaseofshares by the company, and/or any subsidiary of the company, from time to time and upon such terms and conditions and in such amounts as the directors may determine.

AnysuchrepurchasewillbesubjecttotheprovisionsoftheCompaniesAct,theMOIandtheListingsRequirements.

22. OTHER LISTINGS

OtherthanthesharesofSafaritobelistedontheJSE(onlyoneclass),nootherclassofsecurityislistedonanyotherstockexchange.

23. MAJOR AND CONTROLLING SHAREHOLDERS

Safaridoesnothaveamajororcontrollingshareholderandtherewereneveranycontrollingshareholdersinthepastfiveyears.InsofarasisknowntoSafaritheonlyshareholdersofwhichSafariisawarewhowillholdmorethan5%oftheissuedsharecapitalofSafarionthedateoflistingisreflectedinparagraph6.6.2ofthispre-listingstatement.TherearenootherSafarishareholderswhoaredirectlyorindirectlybeneficiallyinterestedin5%ormoreoftheSafarisharesinissue.

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GENERAL INFORMATION

24. PROMOTERS’ AND OTHER INTERESTS

Nopromoterhashadanymaterialbeneficialinterest,directorindirect,inanypropertyacquiredortobeacquiredbythe company. Other than fees payable in terms of paragraph 4.1 of this pre-listing statement and payments made to FKC as disclosed in the report on historical financial information included in Annexure 10, no amount has been paid in the preceding three years, or is proposed to be paid to any promoter, partnership, syndicate or other association of whichthecompanyisorwasamember.Nofeesorcommissionshavebeenpaidsinceincorporationrelatingtoanyunderwritingorsub-underwriting.Sinceincorporationnocommission,discount,brokerageorotherspecialtermshavebeen granted by the company in connection with the issue or sale of any shares in the company. There is no promotor asdefinedintheJSEListingsRequirementstothelistingofSafari.

25. MATERIAL CONTRACTS

Saveforthecontractslistedbelow,Safarihasnotenteredintoanyothermaterialcontract,beingacontractenteredintootherwise than in the ordinary course of business, within the two years preceding the last practicable date or a contract enteredintoatanytimecontaininganobligationorsettlementthatismaterialtoSafariasatthelastpracticabledate:

25.1 ThepropertyportfoliomanagementagreementbetweenSafariandCosmosdated27February2014;

25.2 TheprocurementanddevelopmentmanagementagreementbetweenSafariandSafariDevelopmentsdated 27 February 2014;

25.3 TheLoadmanelectrificationagreementbetweenSafariandLoadmandated24February2014;

25.4 TheHeidelbergpropertyacquisitionagreementbetweenHeidelbergandSafaridated15January2014;

25.5 ThepreviouspropertymanagementagreementbetweenSafariandCosmosdated1September2009;

25.6 All thedevelopmentagreementsbetweenSafari andSafariDevelopmentsofwhich the salient featuresareincluded in Annexure 13 to this pre-listing statement;

25.7 The loan agreement between Safari and Absa Mortgage Fund Managers Proprietary Limited dated 1July2013;

25.8 TheloanagreementbetweenSafariandSafariNamibiadated22May2013;and

25.9 TheSafariandSafariNamibiaMOI.

The abovementioned agreements have been summarised either in the body of the pre-listing statement or in Annexures 3 and 13 to this pre-listing statement and are available for inspection as set out in paragraph 29 to this pre-listing statement.

26. EXPERTS’ CONSENTS

The corporate advisors and bookrunners, sponsor, attorneys, independent reporting accountants and auditors, independent valuers, communications advisor and transfer secretaries have consented in writing to act in the capacities stated and to their names being included in this pre-listing statement and have not withdrawn their consents prior to the publication of this pre-listing statement. The independent reporting accountants and auditors and independent valuers haveconsentedtotheinclusionoftheirreportsintheformandcontextinwhichtheyappearandhavenotwithdrawnsuch consents prior to the publication of this pre-listing statement.

62

27. GOVERNMENT PROTECTION AND INVESTMENT ENCOURAGEMENT LAW

ThereisnogovernmentprotectionorinvestmentencouragementlawaffectingthebusinessofSafari.

28. LITIGATION STATEMENT

There are no legal or arbitration proceedings nor are the directors aware of any proceedings which are pending or threatened which may have or have had, in the 12 month period preceding the last practicable date, a material effect on thefinancialpositionoftheSafarigroup.

29. DOCUMENTS AVAILABLE FOR INSPECTION

Thefollowingdocuments,orcopiesthereof,willbeavailableforinspectionatSafari’sregisteredofficeatanytimeduringbusinesshoursonweekdays(officialpublicholidaysexcluded)fromMonday,31March2014toWednesday,30April2014:

• theMOIofSafarianditssubsidiary;

• copies of all material contracts including the portfolio management agreement, the portfolio development andprocurementagreement, theHeidelbergacquisitionagreementandthedevelopmentagreementsbetweenSafariRSAandSafariDevelopmentsconcludedwithintheprecedingtwoyears;

• asignedcopyofthispre-listingstatement;

• thesummaryindependentvaluationreportonthepropertyportfolioandthedetailedvaluationreports;

• thepro forma statement of financial position of the company and the independent reporting accountants’ report thereon;

• theforecastfinancialinformationofSafariandtheindependentreportingaccountants’reportthereon;

• theindependentlimitedassurancereportofthereportingaccountantsonthevalueandexistenceoftheHeidelbergpropertyacquiredasreflectedinthepro formastatementoffinancialpositionofSafari;

• thereportofhistoricalfinancialinformationandtheindependentreportingaccountants’reportthereon;

• the audited financial statements of the company for the financial years ended 28 February 2011 and 29February2012andforthe13-monthperiodended31March2013andthereviewedresultsforthesix-monthperiodended30September2013andtheindependentreportingaccountants’reportthereon;and

• thewrittenconsentsoftheexperts.

Signed at Lynnwood Pretoria on 28 March 2014 by FJJ Marais in his capacity as a director of Safari Investments RSA Limited on behalf of each of the other directors of Safari Investments RSA Limited

63

Annexure 1

DETAILS OF THE PROPERTY PORTFOLIO

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64

Annexure 2

MILLS FITCHET INDEPENDENT VALUER’S PROPERTY VALUATION REPORT

“26 March 2014

The directorsSafari Investments RSA Limited420 Friesland LaneLynnwoodPretoria, 0081

Dear Sirs

INDEPENDENT PROPERTY VALUERS’ REPORT OF THE PROPERTY HELD BY SAFARI INVESTMENTS RSA LIMITED (“SAFARI”) AND ITS SUBSIDIARIES

In accordance with your instruction of 9 October 2013, I confirm that we have visited and inspected the various properties, either developed, under construction or vacant land as listed in the attached “JSE SECTION 13 SCHEDULE” (“the properties”) during June and November 2013 (section 13.23(a)(iii)) and have received all the necessary details required to perform a valuation in order to provide my opinion of the property Market Values as at 30 November 2013 (section 13.23(c)). Although we have not re-inspected the proposed development on stand 71 Swakopmund Waterfront, since our June 2013 inspection, we are of the opinion there are no material changes in the circumstances, since this date that would affect this valuation.

1. INTRODUCTION

The valuation of the property has been carried out by the valuer who has considered all aspects of all the properties. These properties have detailed valuation reports, which have been given to the management of Safari. The detailed reports include commentary on the current economy, nature of the property, locality, tenancy, risk profile, forward rent and earning capability and exposure to future expenses and property risk. All these aspects have been considered in the individual valuation reports of the properties. The detailed reports have further addressed the tenancy income capability and expenditure for the properties and tenants. The value thus indicates the fair market values for the properties, which is detailed in the reports and which have been summarised on a summary schedule, attached hereto, for the properties. The important aspects of the detailed valuation reports including the property market values for the properties have been summarised in the attached schedule.

2. DEFINITION OF MARKET VALUE

The valuations are based on market values.

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

2.1 a willing seller and a willing buyer in a market;

2.2 that, prior to the date of valuation, there had been a reasonable period (having regard to the nature of the property and the state of the market) for the proper marketing of the property, for the agreement of price and terms and for the completion of the sale; and

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

3. METHOD OF VALUATION (SECTION 13.23(D))

The calculation of the market values of the improved properties or the proposed development, has been based on income capitalisation. This is the fundamental basis on which commercial income producing property is traded on the market in South Africa and Namibia. This is also due to there being strong supporting evidence of market rental rates and capitalisation rates, which are evidenced by sales in the market. (This applies to property numbers 1 to 5 inclusive as detailed within our attached JSE Section 13 Schedule.)

65

The vacant land has been valued on the “Direct Comparable Basis.” (This applies to property numbers 6 to 10 inclusive as detailed within our attached JSE Section 13 Schedule.)

Property traded in the current market reflects a yield rate relationship between revenue and capital value. This yield rate could be a reflection of the capitalisation rate.

The discounted cash flow value has, however, has been calculated for developed property as the only method of valuation in order for the capitalised value to be calculated and is consistent with market norms and expectations.

The “Highest and Best Use” has been considered when determining the market value of the existing buildings, those in the “Process of Development” as well as the “Vacant Land”. (The Phase 2 for Stand 71 Swakopmund, due to the current market demand, does not fall within the definition or parameters of its “Highest and Best Use”.)

The considerations for the capitalised valuations are as follows:

3.1 Calculating the forward cash flow of all contractual and other income from the property;

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

3.3 The current area vacancy as a percentage of the property NLA is as follows:

Property name Current area vacant as a percentage of the property’s NLA

Atlyn Shopping Centre Nil

Stands 9043, 9044 and 9045 Atteridgeville Ext 5

Nil (as based on a “Direct Comparable Approach” as vacant land)

Portion 495 (a Portion of Remainder of Portion 294) of the Farm Pretoria Town and Townlands 351 JR, Tshwane (to be known as Atteridgeville Ext 45)

Nil (as based on a “Direct Comparable Approach” as vacant land)

Mamelodi Crossing Nil

Sebokeng Nil

The Victorian 0,00538%

Swakopmund Waterfront (Stand 71)

To be constructed, therefore not applicable (property in the process of construction)

Swakopmund Waterfront (Stands 14, 15, 16 and 68)

Nil (as based on a “Direct Comparable Approach”)

Stands 14, 15, 16 and 68 will remain vacant as no development is proposed on these four stands. Stand 68 is a beachfront stand and is situated to the north of Stand 71. Stands 14, 15, and 16 adjoin each other and are to the east of Stand 71.

Swakopmund Waterfront (Stands 69 and 70)

Nil (as based on a “Direct Comparable Approach” as vacant land)

I have deducted the following percentages of the net annual income as a provision for rental that may not be collected as a consequence of vacancy, tenant failure or tenant refitting during the course of the coming year:

YearVacancypercentage

Atlyn Shopping Centre

Year 1 NilYear 2 NilYear 3 NilYear 4 0,25%Year 5 0,25%Year 6 0,25%Year 7 0,25%Year 8 0,25%Year 9 0,25%Year 10 0,25%Long term 1,5%

66

YearVacancypercentage

Mamelodi Crossing

Year 1 NilYear 2 NilYear 3 NilYear 4 NilYear 5 NilYear 6 0,50%Year 7 0,50%

Year 8 0,50%Year 9 0,50%Year 10 0,50%Long term: 1,0%

Sebokeng

Year 1 NilYear 2 NilYear 3 NilYear 4 NilYear 5 NilYear 6 NilYear 7 0,50%Year 8 0,50%Year 9 0,50%Year 10 0,50%Long term: 1,0%

The Victorian

Year 1 0,35%Year 2 NilYear 3 NilYear 4 0,75%Year 5 1,00%Long term 0,5%

Swakopmund Waterfront

Phase 1:

Year 1 30%Year 2 10%Year 3 5%Year 4 1,50%Year 5 1,50%Long term: 1,50%Phase 2:

Year 1 40%Year 2 20%Year 3 5%Year 4 1,50%Year 5 1,50%Long term: 1,50%

The above table is not relevant to the following properties as these are all vacant land:

A. Stands 9043, 9044 and 9045 Atteridgeville Extension 5;

B. Stands 14, 15, 16 and 68 Swakopmund Waterfront as these properties are currently vacant; and

C. Stands 69 and 70 Swakopmund Waterfront.

The current vacancy is market related. The void provisions used in the valuations are therefore adequate (section 13.23 (f) (i));

67

3.4 There is no loss of rental due to renovations or refurbishments currently being carried out on the buildings with the exception of Swakopmund Waterfront as these buildings will be in the process of construction. There is, however, ongoing external maintenance and limited tenant installation fitting that is currently in progress. There is therefore no loss of rental as a result of these activities. (section 13.23 (f) (ii));

3.5 Stand 71 Swakopmund Waterfront Phase 1 is the only property in the course of development, with construction not as yet commenced and we have been advised that the buildings are not going to be sold. The developer has secured certain anchor tenants and will only commence with the development of Phase 1 once the line shops are leased. The market value of the vacant land for Stand 71 is currently considered at N$54 262 000,00 and the Market Value of the land (Stand 71) and buildings for the completed Phase 1 as at 30 November 2013 is considered at N$231 900 000,00. (section 13.25).

Although we have detailed a Market Value upon completion for Phases 1 and 2 of N$415 100 000,00, Phase 2 will only be completed once the local market demands the further expansion.

3.6 Phase 1 to be constructed on Stand 71 Swakopmund, has not as yet commenced due to the planning controls which require final approval from the Local Authority. (Section 13.24(a) and 13.26(c)). Letting and occupancy is expected to commence approximately 18 to 24 months after obtaining Local Authority approval. No letting and occupancy dates were available for vacant land in Atteridgeville and Sebokeng and the other vacant stands in Swakopmund not mentioned above because these properties were vacant land only as at our valuation date. The commencement dates and the duration of development for these vacant land stands were not yet determined. The estimated cost of the development, including the cost of financial charges, letting commissions and other ancillary costs have not yet been determined;

3.7 Generally, the rentals are market related. This has been determined by comparing similar buildings in comparable areas to the properties valued, in terms of rental per square metre. The rental rate has also been checked against various published indices including the South African Property Owners Association (SAPOA) index. There are no properties that are over-rented, or that cannot be re-rented at the same or higher rental rate should such property become vacant. There is therefore minimal potential for a rental flow reversion. There is, however, a potential positive upside for real growth in rental, considering the existing average rentals. This is provided that the economy remains in a slow recovery pattern as currently being experienced as that there are no major economic fluctuations, which may upset the economy. (Section 13.23 (f) (iii));

3.8 Capitalising the net contractual income derived from the property for a period of one year in advance, calculated from 30 November 2013;

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

3.10 No provisions for capital contingencies were deducted from the capitalised values.

4. ADDITIONAL VACANT LAND

The Atlyn Centre, Sebokeng Shopping Centre and the Swakopmund Development have additional vacant zoned and serviced land that can be used for future retail developments and this has been valued on a comparative basis. This vacant land value has been added as a capital sum, to the investment value (section 13.26).

Any future development would be allowed in respect of this vacant land.

5. BRIEF DESCRIPTION

5.1 Atlyn Centre

The property is well constructed, has good architectural merit, aesthetic appeal, sufficient parking facilities and is fully tenanted. The leases tend to be of a general contractual rental nature with provision for the recovery of services consumed by the lessees and turnover rental from various retail outlets. Escalations are market related but are high enough to ensure a more than positive growth rate is ensured without creating an over-rent potential. The property is generally highly visible and dominates its environment.

5.2 Stands 9043, 9044 and 9045 Atteridgeville Extension 5

This is not applicable as this is vacant land.

68

5.3 Portion 495 (a Portion of Remainder of Portion 294) of the Farm Pretoria Town and Townlands 351 JR

This is not applicable as this is vacant land.

5.4 Mamelodi Crossing

Same as for 5.1 above.

5.5 Sebokeng

Same as for 5.1 above.

5.6 The Victorian

Same as for 5.1 above.

5.7 Swakopmund Waterfront (Stand 71)

The property is still to be constructed, should have good architectural merit, aesthetic appeal, sufficient parking facilities and is partly pre-let. The proposed leases tend to be of a general contractual rental nature with provision for the recovery of services consumed by the lessees and turnover rental from various retail outlets. Escalations are market related but are high enough to ensure a more than positive growth rate is ensured without creating an over-rent potential. The property will be highly visible and will dominate its environment.

5.8 Swakopmund Waterfront (Stands 14, 15, 16 and 68)

This is not applicable as this is vacant land.

5.9 Swakopmund Waterfront (Stands 69 and 70)

This is not applicable as this is vacant land.

In respect of the improved properties and the Swakopmund property will be developed, the proposed net annual rental and the estimated future net annual rentals at specified dates and for specified periods are included in the detailed property valuation reports.

6. VALUATION QUALIFICATIONS

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

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

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

7. OPTIONS OR BENEFIT/DETRIMENT OF CONTRACTUAL ARRANGEMENTS

To my knowledge, there are no contractual arrangements on the properties other than the leases (of which we have not had sight). We were supplied with tenancy schedules and have accepted the tenancy details as per the various tenancy schedules as detailed in the calculations that have a major benefit or are detrimental to the fundamental value base of the properties. (section 13.23 (g)).

To the best of my knowledge, there are no options in favour of any parties for the purchase of any of the properties. (section 13.23 (h)).

69

8. INTRA-GROUP OR RELATED PARTY LEASES (section 13.23 (a) (xi))

Having noted all the tenant schedules it is evident there are no intra-group or related party leases.

9. CURRENT STATE OF DEVELOPMENT

The properties are fully developed with the exception of the Swakopmund Waterfront, which is currently being developed. Note, however, there is vacant land for future expansion for Atlyn Centre, Sebokeng Shopping Centre and the Swakopmund Development (section 13.24 and 13.25).

The market value for the existing developments is based on current information and on the basis of current market conditions as detailed on the attached schedule. For the proposed development in Swakopmund (i) after the Phase 1 has been completed; and (ii) leasing in terms of the market rentals/secured tenants as detailed in the valuation report.

10. EXTERNAL PROPERTY

The properties are situated in the following locations (section 13.28):

10.1 Atlyn Centre

Atteridgeville, part of the City of Tshwane Metropolitan Municipality, is a residential township located on the west of the Pretoria CBD.

The subject property, known as Atlyn Shopping Centre is located in Atteridgeville, a middle-income residential suburb. Phudufufu Street is to the north, Khoza Street to the west, uMkhombe Street to the east and there is a small piece of vacant land to the south.

10.2 Stands 9043, 9044 and 9045 Atteridgeville Extension 5

The vacant stands are situated on the northern fringe of the residential suburb of Atteridgeville and Saulsville.

The vacant stands adjoin each other and are effectively an entire block with Lengau Street along the southern boundary, Tlou Street along the eastern boundary, Lepogo Street along the western boundary and the R104 or Church Street along the northern boundary.

10.3 Portion 495 (a Portion of Remainder of Portion 294) of the Farm Pretoria Town and Townlands 351 JR

This is also vacant land and is a proposed township to be known as Atteridgeville Extension 45 which is situated immediately north of Maunde Street, which is the main thoroughfare into Atteridgeville and Saulsville. This road (Maunde Street) is in the process of being upgraded into a four-lane carriageway.

10.4 The Victorian Heidelberg

This is a community shopping centre and the area surrounding the subject property is mostly residential, with some clusters.

The subject property is situated on the fringe of the Heidelberg CBD. Voortrekker Road to the south is the main shopping road with street front shops, with three other shopping centres, namely Heidelberg Forum, Heidelberg Square and the Shoprite Centre in the CBD.

10.5 Mamelodi Crossing

The subject property is a regional shopping centre and is situated on the northern side of Stormvoël Road (M8) with Maphalla Drive along the eastern boundary and Boundary Drive along the western boundary in Mamelodi, Tshwane.

The subject property is situated on the outskirts of the residential suburb of Mamelodi with the industrial township of Despatch, Waltloo and Samcor Park South off Stormvoël Road (M8).

10.6 Sebokeng

The subject property is a regional shopping centre and is situated on the eastern side of Moshoeshoe Street and 380 metres south of its intersection with Houtkop Road. The residential suburbs of Sebokeng Units 17, 16, 10, 11, 12 and 19 are fully developed and situated predominantly to the north and north-west of the subject property.

70

10.7 Swakopmund Waterfront (all stands)

The various stands (subject properties) are still vacant land and are situated approximately 4,0 kilometres (straight-line) north of the existing Swakopmund CBD with frontage to the Atlantic Ocean. The exception would be Stand 71 Swakopmund Waterfront which is in the process of being developed.

The surrounding residential suburb of Vineta Extension 4 is to the west and south, Swakopmund Extension 8 to the west, Swakopmund Extension 12 to the north, Swakopmund Extension 11 to the east, Vogelstrand is north of Swakopmund Extension 12, Swakopmund Extension 14 is north-east of Swakopmund Extension 11 and Mile 4 is north of Extension 14.

11. OTHER GENERAL MATTERS AND VALUATION SUMMARY (sections 13.30 and 13.31)

Motivated valuation reports are available detailing the tenancy, town planning, valuer’s commentary, expenditure and other details. These have been provided to the client.

12. ALTERNATIVE USE FOR A PROPERTY (13.27)

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

13. OTHER COMMENTS

Our valuations exclude any amounts of value added tax, transfer duty, or securities transfer duty.

14. CAVEATS

14.1 Source of information and verification (section 13.23 (a) (xiii))

Information on the property regarding tenants, NLA, escalations, rental income, recoveries, rental turnovers and the actual/budget property expenses have been provided by the owners and their managing agents.

I have received copies of the tenancy schedules of the existing developed properties. Where such leases are the major tenant or tenants comprising anything higher than 10% occupancy of the property NLA, these leases have not been read to verify the management detail, in order to ensure that management has correctly captured tenant information as per contractual agreement.

I have further compared the relevant property expenditure, provided, to the market norms of similar property.

None of the municipal values for the properties are” low” and we have considered the general valuation (GV) 2013 municipal values.

14.2 Full disclosure

This valuation has been prepared on the basis that full disclosures of all information and factors that may affect the valuation have been made to myself.

I have to the best of my ability researched the market.

14.3 Leases (section 13.23 (a) (ix))

Our valuation has not been based on a review of the actual tenants’ leases (which includes material terms such as repairing obligations, escalations, break options) the only pertinent details supplied by the client, was the tenancy schedules.

All recovery details in respect of the existing leases e.g. utility cost and other recoveries as provided for in the leases, have been disclosed by way of the tenancy schedules supplied. Option terms and other lease information have been supplied, by the owners/managing agents.

14.4 Lessee’s credibility

In arriving at our valuation, cognisance has been taken of the anchor lessee’s security and rating. In some cases, this has influenced the capitalisation rate by way of a risk consideration.

71

14.5 Mortgage bonds, loans, etc.

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

The valuations of either the existing buildings or proposed development are detailed in a completed state and no deductions have been considered for retention or any other set-off or deduction for any purposes which may be made at the discretion of the purchaser when purchasing the properties.

14.6 Calculation of areas

All NLA areas quoted within the detailed valuation report or the DCF are those stated in the information furnished, in some instances verified where PDF floor plans were provided and reasonable steps taken to verify the given NLA on-site. To the extent that plans were not available, reliance was placed on the information submitted by the owners and by our own on-site verification.

The properties generally appear to have the stated square metres, which was based on the certified NLAs (by a professional).

14.7 Structural condition

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

14.8 Contamination

The valuation assumes that a formal environmental assessment is not required and further that the properties are not environmentally impaired or contaminated, unless otherwise stated in our reports.

14.9 Town planning (section 13.23 (a) (vi) and (vii))

Full town planning details and title deeds have been supplied in the detailed valuation reports including conditions and restrictions and the property has been checked against such conditions. This is to ensure that it complies with town planning regulations and title deeds.

The valuations have further assumed that the improvements have been erected in accordance with the relevant building and town planning regulations and on inspection, it would appear that the improvements are in accordance with the relevant town planning regulations for the relevant property.

There is no contravention of any statutory regulation, or town planning local authority regulation or contravention of title deed relating to any of the properties, which infringement could decrease the value of the property as stated.

15. MARKET VALUE OF THE EXISTING BUILDINGS IN SOUTH AFRICA (LAND AND BUILDINGS)

I am of the opinion that the aggregate market values of the improved properties (numbered 1, 2, 3, 4 on the JSE SECTION 13 schedule) as at 30 November 2013 is R1 157 100 000,00 (one billion one hundred and fifty seven million one hundred thousand rand) (excluding VAT). A summary of the individual values and details of the properties is attached in the “JSE SECTION 13 SCHEDULE”.

16. MARKET VALUE OF THE VACANT LAND IN SOUTH AFRICA (LAND ONLY)

I am of the opinion that the aggregate market values of the vacant land (numbered 6, 7 and 10 on the JSE SECTION 13 schedule) as at 30 November 2013 is R51 105 150,00 (fifty-one million one hundred and five thousand one hundred and fifty rand) (excluding VAT). A summary of the individual values and details of the vacant land is attached in the “JSE SECTION 13 SCHEDULE”.

72

17. MARKET VALUE OF THE PROPERTY IN THE PROCESS OF DEVELOPMENT IN NAMIBIA

17.1 MARKET VALUE IN ITS CURRENT STATE

The market value of Stand 71 Swakopmund in its “current state”, as at 30 November 2013 is N$54 262 000,00, based on vacant land value only. (section 13.24(d)).

17.2 PROPERTY IN THE PROCESS OF DEVELOPMENT – PHASE 1

I am of the opinion that the aggregate market value of the proposed Phase 1 of the development (numbered 5 on the JSE SECTION 13 SCHEDULE) as at the 30 November 2013 is N$ 231 900 000,00 (two hundred and thirty one million nine hundred thousand Namibian Dollars) (excluding VAT), upon completion of Phase I a summary of the individual value and details of Stand 71 Swakopmund Waterfront are attached in the “JSE SECTION 13 SCHEDULE”. (section 13.24(e)(i) and (ii)).

17.3 PROPERTY IN THE PROCESS OF DEVELOPMENT – PHASES 1 AND 2

The market value of Stand 71 Swakopmund, for the proposed Phases 1 and 2, assuming completed as at 30 November 2013 is N$415 100 000,00. (Section 13.24(e)(i) and (ii) – applicable to Phase 2, assuming Phase 1 is already completed.)

18. MARKET VALUE OF THE VACANT LAND IN NAMIBIA (LAND ONLY)

I am of the opinion that the aggregate market values of the vacant stands (numbered 8 and 9 on the JSE SECTION 13 schedule) as at 30 November 2013 is N$13 472 613,00 (thirteen million four hundred and seventy two thousand six hundred and thirteen Namibian Dollars) (excluding VAT). A summary of the individual value and details of the vacant land are attached in the “JSE SECTION 13 SCHEDULE.”

To the best of our knowledge and belief there have been no material changes in circumstances between the date of the valuation and the date of the valuation report, which would affect the values.

I have 40 years’ experience in the valuation of all types of property and I am qualified to express an opinion on the fair market value.

If there are items which require clarification please contact the writer.

Yours faithfully,

for Mills Fitchet (Tvl) CC

WILLIAM JOHN HEWITTProfessional valuer NDPV CIEA FIVSA, MRICS, AppraiserRegistered in terms of section 20(2)(a) and section 43(8) of the Property Valuers Profession Act, 2000Registration Number 12”

73

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B. PROPERTY IN THE PROCESS OF DEVELOPMENT

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hold

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aseh

old

Site

area

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Zoni

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own

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trav

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st o

f ca

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plet

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etio

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tting

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ning

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ceiv

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cted

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te o

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etio

n

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ated

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the

corn

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of

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au, T

lou,

Le

pogo

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dCh

urch

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reet

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terid

gevil

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lock

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nem

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of t

he

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Item

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3.23

(a)(vi

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Zoni

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allow

s sh

ops,

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uildin

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arkin

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rage

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ense

d ho

tels,

bloc

ks o

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siden

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acco

rdan

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cal A

utho

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cord

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l Aut

horit

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quire

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rage

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d of

fices

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d of

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ing

lines

In ac

cord

ance

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l Aut

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78

Annexure 3

THE PREVIOUS PROPERTY MANAGEMENT AGREEMENT

1. THE 1 SEPTEMBER 2009 PROPERTY MANAGEMENT AGREEMENT

The following are salient features of the property management agreement dated 1 September 2009. The agreement has been replaced with a new portfolio management agreement dated 27 February 2014. The salient terms of the new portfolio management agreement is contained in paragraph 9.2 of the pre-listing statement.

The following are the salient terms of the original agreement:

1.1 The management agreement between Cosmos and Safari was entered into on 1 September 2009.

1.2 Safari appointed Cosmos to be its agent for managing and supervising the buildings known as Atlyn Shopping Centre, Mamelodi Crossing Shopping Centre and Thabong Shopping Centre.

1.3 As remuneration for its services, Cosmos receives a commission of 3% (three percent) of all income invoiced by it by virtue of the management agreement, exclusive of VAT.

1.4 Cosmos must, out of all balance of such money, pay all expenditure and other expenses which shall properly be payable by Cosmos.

1.5 The management agreement’s duration is for a period of 60 months (5 years) from 1 September 2009 to 31 August 2014.

1.6 This management agreement may be terminated after the expiry of the initial period at any time by either of the parties giving to the other 6 months written notice.

2. THE LOADMAN AGREEMENT

Safari has entered into an agreement with Loadman dated 24 February 2014 in terms of which loadman will continue to administer the supply of electricity to tenants. Loadman renders the following services:

2.1 Tend to and resolve negotiations with the relevant supply authority to secure permanent connections for electricity supply;

2.2 Enter into agreements for the supply of electricity with the relevant supply authority, to deliver the guarantees required by the relevant supply authority and to take responsibility for timeous payment of the monthly account issued by the relevant supply authority for electricity provided;

2.3 Enter into agreements with the tenants for the supply of electricity and to collect monthly charges and deposits payable by tenants;

2.4 Compilation and delivery of monthly accounts for electricity supplied to tenants; and

2.5 Collection of payments due from tenants in terms of which Loadman must ensure that the tenant’s electricity account and Safari’s electricity account shall be paid by them promptly when due.

79

Annexure 4

PREVIOUS AND CURRENT DIRECTORSHIP OF THE DIRECTORS OF SAFARI

Full names MOLUPE HENDRIK TSOLO Directorships Safari Investments RSA Limited Current Thabo Investment Corporation Proprietary Limited Current Safari Investments Namibia Proprietary Limited Current Keketso Medical Clinic Proprietary Limited Previous

Full names FRANCOIS JAKOBUS JOUBERT MARAIS Directorships Safari Investments RSA Limited Current Arts at Sussex Proprietary Limited Current Safari Retail Proprietary Limited Current Safari Developments Pretoria Proprietary Limited Current Safari Investments Heidelberg Proprietary Limited Current Safari Developments Swakopmund Proprietary Limited Current Safari Investments Namibia Proprietary Limited Current Safari Hold Proprietary Limited Current Safari Investments Rustenburg Proprietary Limited CurrentMemberships Cosmos Management cc Current MDM Architect cc Current

Full names ALLAN EDWARD WENTZEL Directorships Safari Investments RSA Limited Current Graceline Investments Holdings Proprietary Limited Current Christen Netwerk Media Proprietary Limited Current Inanda Seminary Education and Development Institute (section 21) Current Papkuilsfontein Vineyards BEE Investments Proprietary Limited Current Papkuilsfontein Vineyards Proprietary Limited Current SAC Property Investments Proprietary Limited Current Phuthing Food and Beverages Proprietary Limited Current Ditikeni Investment Company Proprietary Limited Current CDT Foundation (section 21) Current Mhlaba Finance Proprietary Limited Current Ezimbokodweni Mining Proprietary Limited Current The Non-profit Consortium (section 21) Current Bench Marks Foundation (section 21) Current Isiphala Investment Fund Proprietary Limited Current CAF (Southern Africa) General Trust Fund (section 21) Current Southend Africa Capital Proprietary Limited Current Global Community Initiatives (Southern Africa) (section 21) Current DDD Capital Proprietary Limited Current Kempton Park Conference Centre Proprietary Limited Current 04 Property Investments Proprietary Limited Current Khapatsehang Infrastructure Investments Proprietary Limited Current Oresego Holdings Proprietary Limited Current Zint Properties Proprietary Limited Current Clergy Support Foundation (section 21) Current Safari Investments (Namibia) Proprietary Limited Current Transfer Administrators Proprietary Limited Current Church Investors Group of South Africa Current Adat Investment Holdings Proprietary Limited Current RIWA Investment Holdings Proprietary Limited Current Radiokansel (section 21) Previous Thabo Investment Corporation Proprietary Limited Previous Metro Evangeliese Sorg (section 21) Previous Studio Plus Proprietary Limited Previous Mantis Networks Proprietary Limited Previous Christian Web Proprietary Limited Previous Biz Afrika 1165 Proprietary Limited Previous Biz Afrika 1163 Proprietary Limited Previous Freecall Trading 38 Proprietary Limited Previous Class A Trading 82 Proprietary Limited Previous Ecumenical Developmental Welfare Foundation (section 21) Previous

80

Endulwini Capital Proprietary Limited Previous Bishop Seoka’s Charities Foundation (section 21) Previous Endla Ecumenical Development Services of Africa (section 21) Previous CMW Christian Centre (section 21) Previous Ugonda Platinum Resources Proprietary Limited Previous Afriprocure Proprietary Limited Previous Afrilax Line SA Proprietary Limited Previous Air Cargo Terminal Company Proprietary Limited Previous EMP Energy Proprietary Limited Previous African National Petroleum Proprietary Limited Previous Endulwini Resources Proprietary Limited Liquidated Endulwini Coal Limited Liquidated

Full names DANIEL ELARDUS VAN STRATEN Directorships Fraqur 114 Proprietary Limited Current Safari Investments (RSA) Limited Current DVS Chartered Accountants Inc. Current DE van Straten en Kie Inc. Current Health at Home Promotions Proprietary Limited Current Safari Investments (Namibia) Proprietary Limited Current Rustkor Beleggings Proprietary Limited Previous Rustkor Beleggings Limited Previous Rustkor Eiendomme Proprietary Limited Previous Touch Stone Property Developments Proprietary Limited Previous Fraqur 110 Proprietary Limited Previous Maphute Mining Proprietary Limited Previous Fraqur 117 Proprietary Limited Previous Fraqur 115 Proprietary Limited Previous Limpo Retail Proprietary Limited Previous Fraqur 126 Proprietary Limited Previous Wood and Timber for U Proprietary Limited Previous Hajialexandrou Holdings Proprietary Limited Previous Fraqur 152 Proprietary Limited Previous Hajialexandrou Project Management Co. Proprietary Limited Previous Kroon Familie Eiendomme Proprietary Limited Previous Dandem Investments Proprietary Limited Previous Fraqur 165 Proprietary Limited Previous Atlega Minerals Tailing Technology Joint Venture Proprietary Limited Previous Fraqur 173 Proprietary Limited Previous I D S F Investments Proprietary Limited Previous Woodpecker’s Woodworks Proprietary Limited Previous Fraqur 172 Proprietary Limited Previous Rustdoc Beleggings Limited PreviousMemberships R A S T Beleggings cc Previous Dalkar Investments cc Previous Avax SA 230 cc Current Priviforce cc Current Weissheim cc Previous Frajo 102 cc Previous Frajo 119 cc Previous Frajo 116 cc Previous Frajo 120 cc Previous Frajo 135 cc Previous N R A Engineering cc Previous M and H Foods cc Previous Frajo 146 cc Previous F and F Designs cc Previous Frajo 149 cc Previous Frajo 147 cc Previous Frajo 186 cc Previous Frajo 185 cc Previous Frajo 175 cc Previous Jonk Begin Boerdery cc Previous Frajo 176 cc Previous Frajo 177 cc Previous Frajo 179 cc Previous Frajo 178 cc Previous

81

Frajo 180 cc Previous DVS Thusanang Business Solutions cc Previous Frajo 184 cc Previous FJ Electrical and Refrigeration cc Previous Frajo 172 cc Previous Depetnic Construction cc Previous RP Energy Master Transport and Mining Supplies cc Previous Mirobras Investments 38 cc Previous Dizomode cc Previous Dawson and Dawson cc Previous Frajo 156 cc Previous Frajo 153 cc Previous Arbesa Trading cc Previous Santiewise CC (voluntary liquidation) Previous V S T Beleggings cc Previous

Full names STEPHANUS JOHANNES KRUGERDirectorships Burrie Smit Ontwikkelaars Proprietary Limited Current Alacrity Financial Solutions Proprietary Limited Current Safari Investments (RSA) Limited Current Safari Developments (Pretoria) Proprietary Limited Current Pearl Coral 3 Proprietary Limited Current Safari Investments Rustenburg Proprietary Limited Current Ama Casa Props 103 Proprietary Limited Current Schoongezight Home Owners Association (section 21) Current Safari Developments Swakopmund Proprietary Limited Current Safari Investments (Namibia) Proprietary Limited Current Brokers Property Investments Proprietary Limited Previous Refiloe Lentsoe Gaming Proprietary Limited Previous Vitalicious Proprietary Limited Previous Safari Investments (Atteridgeville) Proprietary Limited Previous Safari Investments (Leboa) Proprietary Limited Previous Safari Investments (Pretoria) Proprietary Limited PreviousMemberships Extra Dimensions 1305 cc Current Xvest Investments 2021 cc Current Fanus Kruger Consulting cc Current Number One Property Investments cc Previous Umsobomvu Technologies cc Previous De Wet – De Villiers Finansiële Dienste cc Previous De Wet De Villiers Benefit Administrators cc Previous IT at Office cc Previous

Full names JOHANNES COENRADUS VERWAYENDirectorships Dusty Moon Investments 308 Proprietary Limited Current Matla Quantity Surveyors Proprietary Limited Current Safari Investments Heidelberg Proprietary Limited Current Safari investments RSA Limited Current Safari Developments Pretoria Proprietary Limited Current Fastbuck Investments Proprietary Limited Current Safari Developments Swakopmund Proprietary Limited Current Safari Investments Namibia Proprietary Limited Current Safari Investments Rustenburg Proprietary Limited Current Svp Quantity Surveyors Proprietary Limited Previous Prolit Investments Proprietary Limited Previous Safari Investments Cornwall Proprietary Limited PreviousMembership Paredo Investments cc Current

Full names KYRIACOS PASHIOUDirectorships Pace Construction Proprietary Limited Current Safari Ontwikkelings (Brits) Proprietary Limited Current PACE Projects Proprietary Limited Current Safari Investments Heidelberg Proprietary Limited Current Pashprop Properties Proprietary Limited Current Safari Investments (RSA) Limited Current Safari Developments (Pretoria) Proprietary Limited Current Seager Property Investments Proprietary Limited Current

82

8 Mile Investments 217 Proprietary Limited Current Safari Investments Rustenburg Proprietary Limited Current Safari Developments (Rustenburg) Proprietary Limited Current Brookfield Investments 183 Proprietary Limited Current Safari Developments Swakopmund Proprietary Limited Current Safari Investments (Namibia) Proprietary Limited Current Plough-Argo Residents Association (section 21) Previous Safari Investments (Atteridgeville) Proprietary Limited – deregistration final Previous Safari Investments (Pretoria) Proprietary Limited – voluntary liquidation PreviousMemberships Wagbro Properties cc Current Paredo Investments cc Current Night Breeze Investments 37 cc Current Pashfoods Woodhill cc – voluntary liquidation Previous

Full names JACOBUS PHILLIPUS SNYMAN Directorships Rustkor Beleggings Limited Current Rustkor Beleggings Proprietary Limited Current Safari Investments (RSA) Limited Current Peglerae Investments Proprietary Limited Current Rustenburg Hospital Properties Proprietary Limited Current Dr JP Snyman Tandartse Inc. Current Diametmin Ontginningsmaatskappy Proprietary Limited Previous Safari Investments (Atteridgeville) Proprietary Limited – deregistration final Previous Safari Investments (Pretoria) Proprietary Limited – deregistration final Previous

Full names PETRUS ARNOLDUS PIENAARDirectorships Nyeleti Consulting Proprietary Limited Current Safari Investments RSA Limited Current Erf 922 Lynnwood Proprietary Limited Current Dream World Investments 77 Proprietary Limited Current Sint Tropez Travel and Accomodation Proprietary Limited Current Liberty Lane Trading 211 Proprietary Limited Current Dotcom Trading 837 Proprietary Limited Current Arrow Creek Investments 102 Proprietary Limited Current Highgrove Office Park Landowners Association Proprietary Limited Current Nyeleti Engineering Proprietary Limited (Lesotho) Current Nyeleti-Engenharia Limited (Mozambique) Current Gibb Proprietary Limited Previous Gibb Africa SA Proprietary Limited Previous Strubenkop Inwonersvereniging Proprietary Limited Previous Africa Consulting Engineers Proprietary Limited PreviousMemberships Site BA 30 Giyani cc Current Domkrag Eiendomme cc Current Lynnwood Gallaries cc Current Portavia cc Current Erf 1446 Bloemfontein cc Previous Erf 127 Lynnwood cc Previous Erf 390 Pietersburg cc Previous

Full names MARK MINNAAR Directorships Pretoria Ooginstituut Navorsing Proprietary Limited Current Kendal Investments Proprietary Limited Current Mitja Investments No. 23 Proprietary Limited Current Pretoria Ooginstituut Hospitale (Bedryf) Proprietary Limited Current Pretoria Ooginstituut Proprietary Limited Current Laritza Investments No. 111 Proprietary Limited Current Shanike Investments No. 40 RF Proprietary Limited Current Laritza Investments No. 171 Proprietary Limited Current FIFO Investments RF Proprietary Limited Current Pretoria Ooginstituut Beleggings Proprietary Limited Current Caelum Caeruleum Trading Proprietary Limited Current Pretoria Ooginstituut (Eiendomme) Proprietary Limited Current Safari Investments (RSA) Limited Current Safari Investments (Namibia) Proprietary Limited CurrentMemberships FIFO Investments cc Current NPC Technologies cc Previous

83

Annexure 5

PRO FORMA STATEMENT OF FINANCIAL POSITION OF SAFARI

Set out below is the consolidated pro forma statement of financial position of Safari based on the reviewed statement of financial position of Safari as at 30 September 2013 as extracted from the Safari financial information for the six months ended 30 September 2013 included in Annexure 10 to the pre-listing statement. The review opinion of Mazars on the financial information for the six-month period ended 30 September 2013 is included in Annexure 12 to the pre-listing statement. The consolidated pro forma financial position has been prepared to reflect the financial position of Safari after the acquisition of Heidelberg, the private placement of between 42 000 000 and 53 200 000 new Safari shares at an estimated issue price of R7,52 and the listing (collectively, “the adjustments”), on the assumption that the adjustments took place on 30 September 2013 and on the basis set out in the notes to the consolidated pro forma statement of financial position below. Because of its nature, it may not give a fair reflection of the financial position, changes in equity, results of operations or cash flows of Safari. [8.18 c] [8.16]

The consolidated pro forma statement of financial position is the responsibility of the directors of Safari and has been prepared for illustrative purposes to illustrate the effects of the adjustments on Safari‘s financial position at 30 September 2013.

The independent reporting accountant’s report on the consolidated pro forma statement of financial position is set out in Annexure 6 to the pre-listing statement.

The consolidated pro forma financial information has been prepared in terms of IFRS, ISAE 3420 (the Guide on Pro forma Financial Information issued by SAICA), and are consistent with the accounting policies of the company applied in the audited historical financial information of Safari for the year ended 31 March 2013 as set out in Annexure 11. [8.21, 8.22, 8.23, 8.24]

84

5.1 Pro forma statement of financial position prepared on the assumption that Safari raises approximately R315 million by way of an issuance of 42 000 000 new Safari shares at R7,52 per Safari share.

Before(note 1)

R

Heidelberg property

acquisition(note 2)

R

Before listing

(note 3)R

Capital raising Raise

R315 million(note 4)

R

Transaction costs and

deferred tax(note 5)

R

Pro forma after

Raise R315 million

(note 6)R

ASSETS

Non-current assets

Investment property 1 093 844 107 130 000 000 1 223 844 107 1 223 844 107

Straight-line rental revenue asset 26 544 388 26 544 388 26 544 388

1 120 388 495 130 000 000 1 250 388 495 1 250 388 495

Current assets

Inventory 17 661 453 17 661 453 17 661 453

Current tax receivables 4 531 179 4 531 179 4 531 179

Trade and other receivables 3 105 052 3 105 052 3 105 052

Cash and cash equivalents 4 507 182 4 507 182 – (4 507 182) –

Straight-line rental revenue asset 979 022 979 022 979 022

30 783 888 – 30 783 888 – (4 507 182) 26 276 706

Total assets 1 151 172 383 130 000 000 1 281 172 383 – (4 507 182) 1 276 665 201

EQUITY AND LIABILITIES

Equity

Stated capital 515 752 369 128 400 000 644 152 369 315 840 000 (7 220 000) 952 772 369

Equity portion of shareholders’ loans – – –

Retained income 255 755 912 255 755 912 31 599 935 287 355 847

Total equity 771 508 281 128 400 000 899 908 281 315 840 000 24 379 935 1 240 128 216

Liabilities

Non-current liabilities

Loans from shareholders – – – –

Interest-bearing borrowings 275 545 346 275 545 346 (275 545 346) -

Deferred tax 34 820 254 34 820 254 (31 599 935) 3 220 319

310 365 600 – 310 365 600 (275 545 346) (31 599 935) 3 220 319

Current liabilities

Loans from shareholders 4 439 687 4 439 687 (4 439 687) –

Interest-bearing borrowings 56 804 566 1 600 000 58 404 566 (35 854 967) 2 712 818 25 262 417

Trade and other payables 8 054 249 8 054 249 8 054 249

69 298 502 1 600 000 70 898 502 (40 294 654) 2 712 818 33 316 666

Total liabilities 379 664 102 1 600 000 381 264 102 (315 840 000) (28 887 117) 36 536 985

Total equity and liabilities 1 151 172 383 130 000 000 1 281 172 383 – (4 507 182) 1 276 665 201

Shares in issue 103 790 357 17 074 470 120 864 827 42 000 000 162 864 827

Net asset value per share (cents) 743 745 761

Tangible net asset value per share (cents) 777 773 763

Net asset value per share excluding deferred tax (cents) 777 773 763

85

Notes to column:

1. The “Before” column is extracted from the reviewed interim results of Safari for the six months ended 30 September 2013 as set out in Annexure 10 to the pre-listing statement. Mazars reviewed the interim results and issued an unqualified review opinion, a copy of which can be found in Annexure 12 to the pre-listing statement.

2. Represents the acquisition of the Heidelberg property centre for R130 000 000 and an assumed Absa liability in the amount of R1 600 000 in exchange for a fresh issuance of 17 074 470 shares in Safari at R7,52 per share. The Heidelberg property was transferred into the name of Safari on 28 February 2014. Please refer to paragraph 15 of the pre-listing statement for detailed information on the transaction. Judgement was applied in determining that the acquisition of Heidelberg was a business combination and not simply an acquisition of an investment property, some determining factors were that the Heidelberg property is a lease enterprise business. The acquisition of the Heidelberg property has been accounted for in terms of IFRS 3 Business Combinations. The independent valuer valued the Heidelberg property as at 30 November 2013 for R130 000 000. A copy of his valuation report is included in Annexure 2 to the pre-listing statement. Please note that the Heidelberg property purchase agreement provided that Safari only assume the Absa liability in the amount of R1 600 000 and that all other liabilities, if any, are retained by Safari Heidelberg. All assets acquired as a result of the Heidelberg property acquisition is reflected in the value of the property as determined by Mills Fitchet.

3. Represents the effects of columns 1 and 2 added together.

4. Represents the private placement prior to listing, assuming that 42 000 000 new Safari shares are issued at an estimated issue price of R7,52 per share raising a total of R315 840 000. It has been assumed that the total proceeds will be used to reduce the aggregated debt amounting to R338 389 599 as reflected in column 4. This scenario assumes a conservative approach.

5. Represents R7 220 000 (capital raising fee is R1 275 000 million less) of the total proceeds that will be used to fund the expenses relating to the listing. The payment of the expense will be part funded through the existing cash balance of R4 507 182 and an increase of R2 712 818 in the overdraft facility. The expenses relating to the listing have been set-off against stated capital. For the netting off of the expenses against equity, a financial instrument is measured on initial recognition at fair value less transactions costs that are directly attributable to the issuer thererof, unless it is measured at fair value through profit and loss (IAS 39.43). The costs of raising the capital are considered to be directly related to the capital and have been treated as transaction costs in accordance with IAS 39. As a result of the listing an amount of R31 599 935 of the deferred tax liability has been reversed based on the provisions of the Income Tax Act relating to REIT’s that are exempt from capital gains tax as referred to in paragraph 4 of the salient features of the pre-listing statement. The deferred tax reversal was done in terms of IAS 12, income taxes.

6. Represents the effects of columns 1 to 5 added together.

86

5.2 Pro forma statement of financial position prepared on the assumption that Safari raises approximately R400 million by way of an issuance of 53 200 000 new Safari shares at R7,52 per Safari share

Before(note 1)

R

Heidelberg property

acquisition(note 2)

R

Before listing

(note 3)R

Capital raising Raise

R400 million(note 4)

R

Transaction costs and

deferred tax(note 5)

R

Pro forma after

Raise R400 million

(note 6)R

ASSETS

Non-current assets

Investment property 1 093 844 107 130 000 000 1 223 844 107 1 223 844 107

Straight-line rental revenue asset 26 544 388 26 544 388 26 544 388

1 120 388 495 130 000 000 1 250 388 495 1 250 388 495

Current assets

Inventory 17 661 453 17 661 453 17 661 453

Current tax receivables 4 531 179 4 531 179 4 531 179

Trade and other receivables 3 105 052 3 105 052 3 105 052

Cash and cash equivalents 4 507 182 4 507 182 61 674 401 (8 495 000) 57 686 583

Straight-line rental revenue asset 979 022 979 022 979 022

30 783 888 – 30 783 888 61 674 401 (8 495 000) 83 963 289

Total assets 1 151 172 383 130 000 000 1 281 172 383 61 674 401 (8 495 000) 1 334 351 784

EQUITY AND LIABILITIES

Equity

Stated capital 515 752 369 128 400 000 644 152 369 400 064 000 (8 495 000) 1 035 721 369

Equity portion of shareholders’ loans – –

Retained income 255 755 912 255 755 912 31 599 935 287 355 847

Total equity 771 508 281 128 400 000 899 908 281 400 064 000 23 104 935 1 323 077 216

Liabilities

Non-current liabilities

Loans from shareholders – – – –

Interest-bearing borrowings 275 545 346 275 545 346 (275 545 346) –

Deferred tax 34 820 254 34 820 254 (31 599 935) 3 220 319

310 365 600 – 310 365 600 (275 545 346) (31 599 935) 3 220 319

Current liabilities

Loans from shareholders 4 439 687 4 439 687 (4 439 687) –

Interest-bearing borrowings 56 804 566 1 600 000 58 404 566 (58 404 566) –

Trade and other payables 8 054 249 8 054 249 8 054 249

69 298 502 1 600 000 70 898 502 (62 844 253) 8 054 249

Total liabilities 379 664 102 1 600 000 381 264 102 (338 389 599) (31 599 935) 11 274 568

Total equity and liabilities 1 151 172 383 130 000 000 1 281 172 383 61 674 401 (8 495 000) 1 334 351 784

Shares in issue 103 790 357 17 074 470 120 864 827 53 200 000 174 064 827

Net asset value per share (cents) 743 745 760

Tangible net asset value per share (cents) 777 773 762

Net asset value per share excluding deferred tax (cents) 777 773 762

87

Notes to column:

1. The “Before” column is extracted from the reviewed interim results of Safari for the 6 months ended 30 September 2013 as set out in Annexure 10 to the pre-listing statement. Mazars reviewed the interim results and issued an unqualified review opinion a copy of which can be found in Annexure 12 to the pre-listing statement.

2. Represents the acquisition of the Heidelberg property centre for R130 000 000 and an assumed Absa liability in the amount of R1 600 000 in exchange for a fresh issuance of 17 074 470 shares in Safari at R7,52 per share. The Heidelberg property was transferred into the name of Safari on 28 February 2014. Please refer to paragraph 15 of the pre-listing statement for detailed information on the transaction. Judgement was applied in determining that the acquisition of Heidelberg was a business combination and not simply an acquisition of an investment property, some determining factors were that the Heidelberg property is a lease enterprise business. The acquisition of the Heidelberg property has been accounted for in terms of IFRS 3 Business Combinations. The independent valuer valued the Heidelberg property as at 30 November 2013 for R130 000 000. A copy of his valuation report is included in Annexure 2 to the pre-listing statement. Please note that the Heidelberg property purchase agreement provided that Safari only assume the Absa liability in the amount of R1 600 000 and that all other liabilities, if any, are retained by Safari Heidelberg. All assets acquired as a result of the Heidelberg property acquisition is reflected in the value of the property as determined by Mills Fitchet.

3. Represents the effects of columns 1 and 2 added together.

4. Represents the private placement prior to listing, assuming that a maximum of 53 200 000 new Safari shares are issued at an estimated issue price of R7,52 per share raising a total of R400 064 000. It has been assumed that R338 389 599 of the total proceeds will be used to reduce the aggregated debt amounting to R338 389 599 as reflected in column 4 resulting in a cash balance of R61 674 401. It has been assumed that no interest will be earned on surplus cash balances as these amounts will be utilised to fund future developments.

5. Represents R8 495 000 of the total proceeds that will be used to fund the expenses relating to the listing. The expenses relating to the listing have been set-off against stated capital. For the netting off of the expenses against equity, a financial instrument is measured on initial recognition at fair value less transactions costs that are directly attributable to the issuer thererof, unless it is measured at fair value through profit and loss (IAS 39.43). The costs of raising the capital are considered to be directly related to the capital and have been treated as transaction costs in accordance with IAS 39. As a result of the listing an amount of R31 599 935 of the deferred tax liability has been reversed based on the provisions of the Income Tax Act relating to REIT’s that are exempt from capital gains tax as referred to in paragraph 5 of the salient features of the pre-listing statement. The deferred tax reversal was done in terms of IAS 12, income taxes.

6. Represents the effects of columns 1 to 5 added together.

88

Annexure 6

INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE COMPILATION OF PRO FORMA STATEMENT OF FINANCIAL POSITION OF SAFARI

“The DirectorsSafari Investments (RSA) Limited420 Friesland LaneLynnwoodPretoriaSouth Africa

INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE COMPILATION OF THE PRO FORMA STATEMENT OF FINANCIAL POSITION OF SAFARI INVESTMENTS RSA LIMITED AND ITS SUBSIDIARIES (“THE GROUP”)

To the directors of the company

We have completed our assurance engagement to report on the compilation of pro forma financial information of the group by the directors. The pro forma financial information, as set out on page 83 of the pre-listing statement, consists of the Pro forma Statement of Financial Position and related notes. The pro forma financial information has been compiled on the basis of the applicable criteria specified in the JSE Limited (JSE) Listings Requirements (8.15 to 8.34) using the Safari financial position as extracted from the interim statements for the six-month period ended 30 September 2013 that has been included in Annexure 10 of the pre-listing statement.

The pro forma financial information has been compiled by the directors to illustrate the impact of the corporate action or event, described on page 83, on the company’s financial position as at 30 September 2013 for the period then ended, as if the corporate action or event had taken place at 30 September 2013 and for the period then ended. As part of this process, information about the company’s financial position has been extracted by the directors from the group’s interim financial statements for the period ended 30 September 2013, on which an unmodified review report was issued on date.

Directors’ responsibility for the pro forma financial information

The directors are responsible for compiling the pro forma financial information on the basis of the applicable criteria specified in the JSE Listings Requirements and described in paragraph 8.16.

Reporting accountants’ responsibility

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

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

As the purpose of pro forma financial information included in a pre-listing statement is solely to illustrate the impact of a significant corporate action or event on unadjusted financial information of the entity as if the corporate action or event had occurred or had been undertaken at an earlier date selected for purposes of the illustration, we do not provide any assurance that the actual outcome of the event or transaction at 30 September 2014 would have been as presented.

89

A reasonable assurance engagement to report on whether the pro forma financial information has been compiled, in all material respects, on the basis of the applicable criteria, involves performing procedures to assess whether the applicable criteria used in the compilation of the pro forma financial information provides a reasonable basis for presenting the significant effects directly attributable to the corporate action or event, and to obtain sufficient appropriate evidence about whether:

• therelatedpro forma adjustments give appropriate effect to those criteria; and

• the pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information.

Our procedures selected depend on our judgement, having regard to our understanding of the nature of the company, the corporate action or event in respect of which the pro forma financial information has been compiled, and other relevant engagement circumstances.

Our engagement also involves evaluating the overall presentation of the pro forma financial information. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion, the pro forma financial information has been compiled, in all material respects, on the basis of the applicable criteria specified by the JSE Listings Requirements and described in Annexure 5.

MazarsRegistered auditor

Anoop NinanPartnerReporting Accountant SpecialistRegistered Auditor

27 March 20145 St Davids Place, Parktown”

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Annexure 7

STATEMENT OF FORECAST FINANCIAL INFORMATION OF SAFARI

Set out below is the forecast consolidated statement of comprehensive income of Safari (“forecast”), incorporating the aggregated property portfolio for the years ending 31 March 2014 and 31 March 2015 (“forecast periods”).

The forecast including the assumptions on which they are based and the financial information from which they are prepared, are the responsibility of the directors of Safari. The forecast must be read in conjunction with the independent reporting accountant’s limited assurance report which is presented in Annexure 8.

The unaudited profit forecast financial information has been prepared using accounting policies that comply with IFRS and that are consistent with those applied in the audited historical financial information of Safari for the period ended 31 March 2013 set out in Annexure 10 of this pre-listing statement.

FORECAST STATEMENTS OF COMPREHENSIVE INCOME OF SAFARI

Forecast for the year

ending 31 March

2014R

Forecast for the year

ending 31 March

2015R

Rental income 109 210 304 133 876 538

Straight-line rental revenue adjustment 9 041 194 (3 785 688)

Costs recovered 3 664 584 4 656 759

Total revenue 121 916 082 134 747 609

Cleaning 4 596 875 5 399 376

Security 4 329 750 5 461 952

Rates and taxes 6 918 595 8 703 695

Centre management fee 3 380 642 4 136 826

Repairs and maintenance 16 751 250 1 440 000

Other expenses 9 560 696 8 811 492

Profit before investment revenue and finance costs 76 378 274 100 794 268

Investment revenue 2 273 734 –

Finance costs (29 574 532) (725 924)

Profit before taxation 49 077 476 100 068 344

Taxation 27 805 185 –

Profit for the period 76 882 663 100 068 344

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Reconciliation between earnings, headline earnings and distributable earnings

Forecast for the year

ending 31 March

2014R

Forecast for the year

ending 31 March

2015R

Total comprehensive income attributable/distributable to equity holders before taxation 76 882 663 100 068 344

Headline earnings attributable/distributable to shareholders 76 882 663 100 068 344

Basic and headline earnings per share (cents) raise R400 million 79,50 57,49

Basic and headline earnings per shares (cents) raise R315 million 79,17 61,40

Shares in issue based on raising R400 million at R7,52

Shares in issue at end of year 174 064 827 174 064 827

Shares in issue participating in distributions 174 064 827 174 064 827

Weighted average number of shares in issue 96 703 179 174 064 827

Shares in issue based on raising R315 million at R7,52

Shares in issue at end of year 162 864 827 162 864 827

Shares in issue participating in distributions 162 864 827 162 864 827

Weighted average number of shares in issue 96 304 277 162 864 827

MAIN ASSUMPTIONS AND COMMENTS ON THE FORECAST FINANCIAL INFORMATION

Assumptions that are under the control of the directors:

1. Total rental received consists of the income as per the rent roll. The rent roll is 97% (2014) and 85% (2015) supported by signed leased agreements (contracted). Rental income consists of the net rental paid by tenants. Net rental comprises of the rental fee, as well as the operating costs and emergency power supply recovered from tenants. Contracted rental revenue consists of signed lease agreements, with fixed lease terms. The notice period for cancellation of these lease agreements are at least one month. Tenants stay responsible for lease payments, until a new lease agreement has been signed with a replacing tenant. All existing lease agreements are valid and enforceable. The uncontracted income is 3% for 2014 and 15% for 2015. The uncontracted income for existing properties is based on the assumption that all tenants with a renewal option, will practice the option. The current success rate of the centres and the revamp and extensions completed in 2013, support this assumption. The fact that more than 80% of tenants are national tenants also raise the expectancy that most of the renewal options will be positive. As the properties (Thabong Phase 3 and 4) are still in the development phase, no current signed lease agreements exist. Uncontracted rental income relating to development properties to the value of R1,8 million have been included in rental income for the year ending 31 March 2015 in terms of IAS 17 and IAS 18. Safari Investments (RSA) Limited has a policy to only start with development of land, when 80% of the lettable area have committed tenants. The 80% mark has been met for the above development properties. The income forecast are based on market related rent receivable/m².

2. The lease smoothing schedule as per the rent roll of September 2013 has been used to forecast the equalisation of the rental income. In 2014 the equalisation will still have a credit effect on the Income Statement. In 2015 a debit effect will realise, as the majority of the lease agreements will be in the second half of their lease terms. It is important to keep in mind that the lease smoothing forecast is a live calculation and will change in the future.

3. Turnover rental has been forecast for those tenants who have previously paid turnover rentals. Turnover rent is performance based rent and amounts to between 1,5% and 3% of the tenants turnover.

4. Costs recovered are determined as an annualised figure of the current year-to-date figure for 2014 and on the terms of the existing lease agreements.

5. Safari Investments’ operating expenditure has been determined based on management’s review of historical expenditure, management’s knowledge of and experience in the property industry and where relevant, supplier service contracts. The forecast has taken into account the rate of inflation at 7,5%.

6. A comparison of the aggregated forecast items of expenditure detailed above and the aggregated historical expenditure was conducted and the following material expenditure items were identified as being forecast to increase by 15% or more in comparison to the historical expenditure:

6.1 Repairs and maintenance are as per approved capital budgets. From the 2015 financial year, most of the revamps and improvements to the current centres will be completed and only normal repairs and maintenance are included in the budget.

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6.2 The centre management fee is determined at a fixed rate of 3% of rental income. The centre management fee fluctuates according to the income forecast. A signed contract exists between Safari Investments (RSA) Limited and the centre manager, Cosmos Management cc. Cosmos Management cc is a related party.

6.3 During the 2014 financial year Safari changed service providers for the following services: security and cleaning. The change led to an increase in these expenses, however the increases are directly linked to the higher standards of services delivered.

7. Finance costs are based on the assumption that enough capital will be raised through the listing that most of the debt will be covered. After the listing, the forecast capital expenditure will be financed by the new bond facility. An R600 million bond is in place and bears interest at the prime overdraft rate, less 1%, payable monthly. Finance costs will further be capitalised as borrowing costs on the costs of the new developments. The finance costs are directly attributable to the construction of a qualifying asset. The development of the Waterfront property in Swakopmund, the property in Maunde Street in Atteridgeville and the Phase 3 development at Thabong shopping centre classify as a qualifying assets as per IAS 23.

8. Non-recurring expense or income items have not been forecasted. These items are seen as in-and-out transactions.

9. The minimum REIT distributions allowed in terms of the JSE Listings Requirements for a REIT is 75%. The forecast distribution for the Safari financial year ending 31 March 2014 amounts to approximately 71% of the distributable profit and for the financial year ending 31 March 2015 amounts to 100% of distributable profit. Safari will list on the JSE on 2 April 2014 and will therefore comply with the JSE minimum requirements of paying a minimum of 75% of distributable profit as a listed REIT in the 2015 financial year.

Assumptions that are NOT under the control of the directors

1. No unforeseen market and economic factors that will affect the tenants’ ability to meet their commitments in terms of existing lease agreements have been included.

2. The South African prime overdraft rate will be 9% for the entire period under review.

3. The offer has been taken up in full.

4. No interest has been accounted for in respect of any excess cash.

The above assumptions are material to the forecast. However, unforeseen events or circumstances may occur subsequent to the date of this pre-listing statement and the actual results achieved during the forecasted periods may therefore differ materially from the forecast.

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Annexure 8

INDEPENDENT REPORTING ACCOUNTANTS’ LIMITED ASSURANCE REPORT ON THE FORECAST INFORMATION OF SAFARI

“The DirectorsSafari Investments (RSA) Limited420 Friesland LaneLynnwoodPretoria0081South Africa

INDEPENDENT REPORTING ACCOUNTANTS’ LIMITED ASSURANCE REPORT ON THE FORECAST INFORMATION OF SAFARI INVESTMENTS (RSA) LIMITED AND ITS SUBSIDIARIES (“THE GROUP”)

Introduction

Safari Investments (RSA) Limited and its subsidiaries (“Safari” or the “group”) is in the process of listing a property portfolio on the JSE Limited (the “property portfolio”).

We have examined the forecast statement of comprehensive income and the related assumptions of the group for the 12 months ending 31 March 2014 and 12 months ending 31 March 2015 (collectively, “forecast information”) as set out in Annexure 7 of the pre-listing statement, the forecast vacancy profile by sector by gross lettable area (“forecast vacancy profile”) and the forecast lease expiry profile set out in paragraph 8 of the pre-listing statement based on existing lease agreements.

This report and the conclusion contained herewith are provided solely for the benefit of the board of directors of the group for the purpose of their consideration of the proposed formation of a listed property company (“the Transaction”). This letter is not addressed to and may not be relied upon by any other third party for any purpose whatsoever.

Directors’ responsibility

The directors of the group are solely responsible for the forecast information, including the assumptions set out in Annexure 7, on which it is based, and for the financial information from which it has been prepared. This responsibility, arising from the compliance with the JSE Listings Requirements of the JSE Limited, includes:

• determiningwhethertheassumptions,barringunforeseencircumstances,provideareasonablebasisforthepreparationof the forecasts;

• whethertheforecastshavebeenproperlycompiledonthebasisstated;and

• whethertheforecastinformationispresentedonabasisconsistentwiththeaccountingpoliciesofthegroup.

Reporting accountants’ responsibility

Our responsibility is to provide a limited assurance report on the forecast information prepared for the purpose of complying with the JSE Listings Requirements and for inclusion in the pre-listing statement. We conducted our limited assurance engagement in accordance with the International Standard on Assurance Engagements applicable to the Examination of Prospective Financial Information – ISAE3400, the Revised Guide on Forecasts issued by the South African Institute of Chartered Accountants and the circular entitled The Reporting Accountants’ reporting responsibilities in terms of section 13 of the Listings Requirements of the JSE Limited issued by the South African Institute of Chartered Accountants. This standard requires us to obtain sufficient appropriate evidence as to whether:

• management’sbest-estimateassumptionsonwhichtheforecastsarebasedarenotunreasonableandareconsistentwiththe purpose of the information;

• theforecastinformationisproperlypreparedonthebasisoftheassumptions;

• theforecastinformationisproperlypresentedandallmaterialassumptionsareadequatelydisclosed;and

• theforecastinformationispreparedandpresentedonabasisconsistentwiththeaccountingpoliciesofthegroup.

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

Information and sources of information

In arriving at our conclusion, we have relied upon forecast financial information prepared by the management of the group, and other information from various public, financial and industry sources.

The principal sources of information used in arriving at our conclusion are as follows:

• Theauditedhistoricalinformationoftheunderlyingpropertiesfortheyearended2013.

• Thereviewedhistoricalinformationoftheunderlyingpropertiesfortheperiodended30September2013.

• Managementpreparedforecastsforthe12monthsending31March2014,andforthe12monthsending31March2015;

• Discussionswiththemanagementanddirectorsofthegroupregardingtheforecastspresented;

• Discussionswiththemanagementanddirectorsofthegroupregardingtheprevailingmarketandeconomicconditions;

• Discussionwiththepropertymanagerswithregardtotheforecastexpenses;

• Leaseagreementsforasampleoftheproperties;

• Valuationreportsinrespectoftheproperties;

• Thepropertymanagementagreement;acquisitionagreement,procurementanddevelopmentagreement;

• LoanagreementswithAbsa;

• Discussionswiththefinancemanagementteamregardingthematerialexpenditureitems;and

• Valuationreports,preparedbytheindependentvaluersappointedbythegroupinrespectoftheproperties.

Procedures

In arriving at our conclusion we have performed the following procedures:

Rental income

• Selectionsweremadefromtheforecastcontractedrentalincomestreamspertheprofitforecastforthepropertyportfolioand agreed to the underlying lease agreements. The total coverage obtained was 71% and 76% of the total forecast contracted rental income for the year ending 31 March 2014 and year ending 31 March 2015 as required by paragraph 13.15(b)i) of the JSE Listings Requirements.

• Therentalincomestreamsfromtheabovesamplewererecalculatedtoensureaccuracyofinformationcontainedintheprofit forecast.

• Theforecastrentalincomewasdeterminedwithreferencetoexistingrentalagreementsonaproperty-by-propertybasis.

• Leaseagreementswhichhaveexpiredand,whichhavenotbeenrenewed,andforwhichthetenantremains in situ paying rent, were discussed with management. Unless the existing tenant has indicated that it intends to vacate the premises, it has been assumed that the rental income will be the same as that received under the previous signed lease agreement, and is included in the forecast as uncontracted rental income.

• Currentvacantspacehasbeenforecastonaproperty-by-propertybasisandhasbeenassumedtoremainvacantor,ifatenant’s lease will commence within the forecast period, it will only be partially let during the forecast period. These leases were discussed with management.

• Thevacancylevelspertheforecastmodelwerecomparedtothehistoricalvacancylevelsforreasonableness.Uncontractedrental income comprised 1% and 15% of the total forecast rental income for the 12 months ending 31 March 2014 and year ending 31 March 2015. Signed offers to lease agreements from potential tenants were inspected so as to substantiate uncontracted rental income.

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• As required in termsofparagraph13.15(b)(ii) of theJSEListingsRequirements, leaseagreementsexpiringduring theforecast period were discussed with management and have been forecast on a lease by lease basis. In circumstances where a tenant has indicated that it is satisfied with the premises they have continued to be let at the current rates and escalations for the majority of the tenants. Further, analytical procedures were performed to assess the reasonableness of management’s assumptions over both the period of vacancy between tenants and the escalation rate applied. Based on the procedures performed management’s assumptions do not appear unreasonable.

• Thestraight-liningadjustmentrequiredby IFRS,of rental incomegeneratedbyoperating leases,wasrecalculatedandagreed to the forecast model.

• Turnoverrentalhasbeenforecastforthosetenantswhohavepreviouslypaidturnoverrentalsandthesewerediscussedwith the property managers.

Rental income (development properties)

• Thebusinessplaninconnectionwiththepropertydevelopmentwasreviewedanddiscussedwiththepropertydeveloper.

• Thelevelsofexpectedtenancyandforecastrentalescalationswerecomparedtothemarketaveragesforreasonableness.

• The forecast rental incomewas compared to historical revenues in similar listed companies for reasonableness, andexplanations were obtained for significant differences.

Property expenses

For the initial property portfolio and the additional property portfolio, forecast expenses were compared to prior period expenses. Explanations were obtained for material expenses that varied by 15% or more year on year, and these are disclosed in the notes to the forecast information.

Forecast recoveries as contained in the profit forecast model were selected for the initial property portfolio and the additional property portfolio, agreed to the underlying lease agreements where applicable and discussed with the property managers. These recoveries were then compared against the correlating expense forecast and explanations were obtained for any significant variances.

Portfolio expenses

The forecast transaction costs (which are capitalised), finance raising, interest payable, company costs, asset management fees and other portfolio expenses were assessed for reasonableness and agreed to underlying documentation (where available) and where applicable, recalculated. Certain expenses were compared to similar expenses of other Companies in order to assess their reasonableness.

Material expenditure items

The detailed forecast expenditure was examined to ensure that all material expenditure items, as required by paragraph 13.14(f) of the JSE Listings Requirements, were disclosed. The material expenditure item disclosed related to municipal charges, security, cleaning and repairs and maintenance and centre management.

Application of accounting policies

We ascertained that the accounting policies as set out in Annexure 11 to the pre-listing statement to be applied by the group in the future were applied consistently in arriving at forecast income and expenses, and agreed to the disclosed accounting policies and IFRS for the respective accounting period. Variances and matters of principle were primarily discussed with the financial manager of Safari.

Model review

In order to ensure the forecast model for the property income and expenses was accurate and reliable we performed a high level review to determine the consistency and mathematical accuracy of the model.

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Vacancy profile and lease expiry profile

We reviewed the individual property worksheets to ascertain that the vacancy profile and the lease expiry profile included in the forecast model are derived from the correct sources.

We compared the vacancy profile and lease expiry profile included in paragraphs 8 of the pre-listing statement to the vacancy profile and lease expiry profile in the model and found to be in agreement.

For a sample of the properties, we agreed the dates of expiry of the selected individual leases reflected in the individual property worksheets to the signed lease agreements and found them to be in agreement.

The vacancy profile and lease expiry profile included in paragraph 8 of the pre-listing statement were determined with reference to the existing selected rental agreements on a property by property basis.

Accuracy of the information

We have relied upon and assumed the accuracy and completeness of the information provided to us in writing, or obtained through discussions with the management of the group. While our work has involved an analysis of the historical financial information and other information provided to us, our engagement does not constitute nor does it include, an audit conducted in accordance with International Auditing Standards and on review engagements. Accordingly, we assume no responsibility and make no representations with respect to the accuracy or completeness of any information provided to us, in respect of the property forecast and relevant information included in the pre-listing statement of the group.

Conclusion

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

• theassumptions,barringunforeseencircumstances,donotprovideareasonablebasisforthepreparationoftheforecastinformation;

• theforecastinformationhasnotbeenproperlycompiledonthebasisstated;

• theforecasthasnotbeenproperlypresentedandallmaterialassumptionsarenotadequatelydisclosed;and

• theforecastinformationisnotpresentedonabasisconsistentwiththeaccountingpoliciesofthecompany.

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

This report and the conclusion contained herewith are provided solely for the benefit of the board of directors of the group and existing and prospective shareholders of the issuer for the purpose of their consideration of the proposed investment in Safari. This letter is not addressed to and may not be relied upon by any other third party for any purpose whatsoever.

MazarsRegistered auditor

Anoop NinanPartnerReporting Accountant SpecialistRegistered Auditor

27 March 20145 St Davids Place, Parktown”

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Annexure 9

INDEPENDENT REPORTING ACCOUNTANTS’ LIMITED ASSURANCE REPORT ON THE EXISTENCE AND RECOGNITION AND MEASUREMENT OF THE HEIDELBERG PROPERTY

“The directorsSafari Investments (RSA) Limited420 Friesland LaneLynnwoodPretoria0081South Africa

INDEPENDENT REPORTING ACCOUNTANTS’ LIMITED ASSURANCE REPORT ON THE EXISTENCE AND RECOGNITION AND MEASUREMENT OF THE HEIDELBERG PROPERTY ACQUIRED AND LIABILITIES ASSUMED BY SAFARI INVESTMENTS RSA LIMITED THE VALUE OF WHICH HAS BEEN DETERMINED IN ACCORDANCE WITH SAFARI’S ACCOUNTING POLICIES AND THE RECOGNITION AND MEASUREMENT CRITERIA OF IFRS AS REFLECTED IN THE STATEMENT OF FINANCIAL POSITION OF SAFARI AND ITS SUBSIDIARY (THE “GROUP”)

We have performed our limited assurance engagement for purposes of paragraph 13.16(e) of the JSE Limited’s Listings Requirements (“Listings Requirements”) with regard to the existence and recognition and measurement of the Heidelberg property and the liability assumed acquired by Safari at a value determined in accordance with the group’s accounting policies and the recognition and measurement criteria of IFRS, issued in connection with the proposed listing of the company (“the Transaction”) that is the subject of part of this pre-listing statement, to be dated on or about 28 March 2014, as reflected in the “Adjustments” column and the “After the Private Placing” column of the pro forma statement of financial position of the group as set out in Annexure 5 of the pre-listing statement.

This report and the conclusion contained herewith are provided solely for the benefit of the board of directors and prospective shareholders of Safari for the purposes of the listing. This letter is not addressed to and may not be relied upon by any other third party for any purpose whatsoever.

Directors’ responsibilities

The directors of the group are solely responsible for the compilation, contents and presentation of the pro forma statement of financial position contained in the pre-listing statement and for the financial information from which it has been prepared.

Their responsibility includes determining that: the Heidelberg property acquired and the liability assumed by the group exist, have been valued in accordance with the group’s accounting policies and the recognition and measurement criteria of International Financial Reporting Standards (“IFRS”) and are correctly reflected in the “Adjustments” column and the “After Private Placing” column of the pro forma statement of financial position of the group in terms of the Listings Requirements.

Reporting accountants’ responsibility

Our responsibility is to express our limited assurance conclusion regarding the existence and recognition and measurement of the properties to be acquired by the group at a value determined in accordance with the group’s accounting policies and the recognition and measurement criteria of IFRS, as reflected in the “Adjustments” column and the “After the Private Placing” column of the pro forma statement of financial position of the group, included in the pre-listing statement as set out in Annexure 5 of the pre-listing statement.

We conducted our limited assurance engagement in accordance with the International Standard on Assurance Engagements applicable to Assurance Engagements other than Audits or Reviews of Historical Financial Information – ISAE 3000 and paragraph 13.16(e) of the Listings Requirements. This standard requires us to comply with ethical requirements and to obtain sufficient appropriate evidence on which to base our conclusion.

We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the pro forma statement of financial position beyond that owed to those to whom those reports were addressed by us at the dates of their issue.

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Summary of work performed

Our procedures included making such inquiries and obtaining such written representations from the directors of the group and the independent valuer as we considered necessary, and specifically we:

• obtainedwrittenrepresentationfromthedirectorsofthegroupthattheyhavephysicallyinspectedtheHeidelbergproperty,to confirm its existence;

• examinedthetitledeedfortheHeidelbergpropertyacquired;

• confirmpaymentoftheR1,6millionliabilityassumed:

• comparedthecost/valueatwhichtheHeidelbergpropertyisbeingvaluedreflectedinthe“Adjustments”columnandinthe“After the Private Placing” column of the pro forma statement of financial position of the group to the directors’ valuations included in paragraph 15 of the pre-listing statement;

• comparedthecost/valueofthepropertiesinthe“Adjustments”columnandinthe“AfterPrivatePlacing”columnofthepro forma statement of financial position of the group to the underlying acquisition agreement;

• enquiredofthedirectorsofthegroupastotheexistenceofanyliabilities,unrecordedliabilitiesorcontingencies;

• obtainedwrittenrepresentationfromthedirectorsofthegroupthatalltheHeidelbergpropertywillbeacquiredfreefromany liabilities and/or encumbrances;

• confirmed that the directors’ valuation of theHeidelberg property agreewith the value arrived at by the independentproperty valuer as included in Annexure 2 of the pre-listing statement;

• madeenquiriesregardingthefollowingmatterspertainingtotheworkoftheindependentvaluerinaccordancewiththeguidelines in ISAE 3000 pertaining to the work of each of the experts:

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

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

– that the scope of the independent valuer’ work was not limited in any way;

– the assumptions and methods used; and

– the independent valuer’s physical inspection of the property acquired;

• inspectedthegroup’saccountingpolicieswithrespectto investmentpropertiesandconsideredwhetherthesewere incompliance with the recognition and measurement criteria of IFRS; and

• consideredwhether thegroup’s accountingpolicieswith respect to investmentpropertywere applied to thepropertyacquired as reflected in the “Adjustments” column and in the “After the Acquisition and Private Placing” column of the pro forma statement of financial position.

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

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

Conclusion

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

• theHeidelbergpropertyacquiredandtheR1,6million liabilityassumedbythegroup,asreflectedinthe“Adjustments”column and in the “After the acquisition and Private Placing” column of the pro forma statement of financial position of the group set out in Annexure 5 of the pre-listing statement does not exist;

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• thevalueatwhichtheHeidelbergpropertywasacquiredandtheR1.6millionliabilityassumedbythegroup,asreflectedin the “Adjustments” column and in the “After the acquisition and Private Placing” column of the pro forma statement of financial position of the group as set out in Annexure 5 of the pre-listing statement, are not in all material respects, in accordance with the accounting policies of the group and the recognition and measurement criteria of IFRS.

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

MazarsRegistered auditor

Anoop NinanReporting Accountant Specialist Registered AuditorChartered Accountant (SA)

27 March 20145 St Davids Place, Parktown”

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Annexure 10

HISTORICAL FINANCIAL INFORMATION OF SAFARI

HISTORICAL FINANCIAL INFORMATION OF SAFARI INVESTMENTS (RSA)LIMITED GROUP FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2013, 13 MONTHS ENDED 31 MARCH 2013, 12 MONTHS ENDED 29 FEBRUARY 2012 AND 12 MONTHS ENDED 28 FEBRUARY 2011

These are extracts from the consolidated audited financial statements of Safari Investments (RSA) Limited Group (also referred to as “RSA”) for the 13 months ended 31 March 2013, on which the auditors, Mazars, have issued an unqualified audit report, and the reviewed financial statements for the six months ended 30 September 2013, 12 months ended 29 February 2012 and 28 February 2011 on which Mazars have issued an unmodified review report. There are no comparative reviewed financial statements for 30 September 2012, as there was no requirement for reviewed interim results for the period ended 30 September 2012. These extracts are the responsibility of the board of the group.

Refer to Annexure 11 of the pre-listing statement for the detailed accounting policies of the group

NATURE OF BUSINESS

Safari Investments (RSA) Limited is engaged in property investment and letting and operates principally in South Africa.

The subsidiary of Safari Investments (RSA) Limited is Safari Investments Namibia Proprietary Limited.

• ThenatureofbusinessofSafariInvestmentsNamibiaProprietaryLimitedistodobusinessofgeneralinvestmentsincludingproperty, property development and all related activities, and operates principally in Namibia.

There was no material change in the nature of the business during the 13 months ended 31 March 2013 or six months ended 30 September 2013 other than as disclosed in this report.

FINANCIAL PERFORMANCE

The operating results and state of affairs of the group and company are fully set out in the attached annual financial statements. The reporting period for 31 March 2013 is longer than a year since the company and subsidiary’s year end changed from 28 February to 31 March.

Net profit of the group for the six months ended 30 September 2013 was R15 174 099 and for the 2013 financial year R47 165 902 (2012: R89 175 732 profit; 2011: R53 819 060 profit), after taxation of R4 769 856 for the period ended 30 September 2013 and R19 283 052 for the 2013 financial year (2012: R15 354 863; 2011: R13 641 793).

The decrease in profit between 2012 and 2013 exists mainly as result of the following expenses: repairs and maintenance, bond facility and valuation fee. These expenses relate to the revamping and extension of the existing buildings and were all necessary to improve the assets and stay competitive in the market.

The decrease in the fair value adjustment on the investment property and discounting of shareholder loans from 2012 to 2013 also contribute to the overall decrease in profit for 2013. The decrease in the fair value adjustment is a result of the current construction work done at the various centres and the simultaneous capitalisation of construction costs.

The explanation below includes the interim period ended 30 September 2013.

Detail schedule of explanation

30 September2013

Year ended2013

Year ended2012

Profit before tax 19 943 955 66 748 954 104 530 595

Decrease in annual fair value adjustment of investment property

6 127 395 21 385 906 –

Ad hoc expenses

Repairs and maintenance 10 307 940 20 821 009 –

Bond facility and valuation fee 869 944 1 306 991 –

Unwinding of discounting of shareholder loan – 7 915 200 –

Adjusted profit before tax 37 249 234 118 178 060 104 530 595

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AUTHORISED AND ISSUED SHARE CAPITAL

During the interim period the authorised share capital changed from 100 000 000 ordinary share of R0,01 each to 500 000 000 ordinary shares of no par value.

The amount of issued share capital increased to 103 790 357 as at 30 September 2013 (2013: 72 490 371; 2012: 69 187 243; 2011: 63 611 717). This brings the total of the stated capital to R515 752 369.

The stated capital was increased during the interim period through the issue of ordinary shares as well the conversion of shareholders’ loans to ordinary shares of no par value. The purpose of the share issue was to obtain capital for investment in capital projects of the group. The company issued 26 910 684 shares to the shareholders through the conversion of their loan accounts. 97% of shareholders elected to convert their shareholder loans to equity. The loan conversion took place at R6,92 per share which was the estimated share price at that date. The rest of the shareholder loans will be repaid within 30 days after listing on the JSE, subject to board approval and the company satisfying the liquidity and solvency test as defined in the Companies Act.

DIVIDENDS

No dividends were declared or paid during 1 April 2013 to 30 September 2013 (March 2013: Rnil; 2012: Rnil; 2011: Rnil).

SIGNIFICANT EVENTS

The following material reportable matters arose during the interim financial period:

• Intermsoftheresolutionpassedatthespecialgeneralmeetingofshareholders,heldon22May2013,theboardinvestigatedthe merits of applying for the company to be listed on the Johannesburg Stock Exchange as a real estate investment trust (REIT). On 26 June 2013 the board, in terms of the mandate it had received from the shareholders, resolved to proceed with the application for the listing during the course of the current financial year;

• ManagementhassuccessfullynegotiatedanewAbsafacilityofR672million,whichisR172millionmorethantheoriginaltwo facilities, as disclosed in the 31 March 2013 annual financial statements. The new facility replaced these two facilities. The facility is available to the company should additional funding be required for future and current developments;

• Duringtheinterimfinancialperiod,non-executivedirectorJGPrinslooresignedon31July2013;and

• Duringtheinterimfinancialperiod,issuedsharecapitalchangedtonoparvalue.Therewasalsoaloanconversionwhere97% of shareholders elected to convert their shareholder loans to equity.

EVENTS AFTER THE REPORTING PERIOD

The following material reportable matters arose after 30 September 2013:

• AdecisionwasmadebytheshareholdersofSafari Investments (Heidelberg)ProprietaryLimitedontheannualgeneralmeeting,heldon29October2013, to takepart inashareswopbetweenSafari Investments (Heidelberg)ProprietaryLimitedandSafari Investments(RSA)Limited.TheshareholdersofHeidelbergwill receiveRSAsharesequaltothenetassetvalueoftheirshareholdinginHeidelberg.TheeffectivedateoftheHeidelbergacquisitionis15January2014.SafariacquiredtheHeidelbergpropertyandleaseenterprisebusinessforanamountofR130millionandassumedliabilitiesintheamountofR1,6million.Safariissued17074470sharesatR7,52persharetoSafariHeidelbergProprietaryLimitedonthedate of transfer of the property into the name of Safari;

• DaanvanStratenhasbeenappointedasthefinancialdirectorwitheffectfrom1April2014;and

• Safari isintheprocessoflistingontheMainBoardoftheJSELimitedasaRetailREITassetoutinmoredetail inthe pre-listingstatementofwhichthisannexureformspart.

102

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

Notes

30 September

2013

R

31 March

2013

R

29 February

2012

R

28 February

2011

R

1 March

2010

R

ASSETS

Non-current assets 1 120 388 495 1 070 572 781 865 464 592 728 712 344 601 700 000

Investment property 4 1 093 844 107 1 054 912 556 856 811 029 718 564 984 593 638 984

Straight-line rental revenue asset 5 26 544 388 15 660 225 8 653 563 10 147 360 8 061 016

Current assets 30 783 888 28 998 935 15 004 664 4 040 818 10 227 002

Inventory 6 17 661 453 15 665 620 – – –

Current tax receivable 4 531 179 4 532 114 – 628 261 –

Straight-line revenue asset 5 979 022 3 183 233 3 935 408 1 377 018 –

Other financial asset – – – – 2 005 281

Trade and other receivables 7 3 105 052 4 257 762 1 199 593 1 749 196 253 038

Cash and cash equivalents 8 4 507 182 1 360 206 9 869 663 286 343 7 968 683

Total assets 1 151 172 383 1 099 571 716 880 469 256 732 753 162 611 927 002

EQUITY AND LIABILITIES

Total equity 771 508 281 609 090 930 537 531 844 346 679 796 276 600 592

Share capital/stated capital 9 515 752 369 292 717 973 271 471 546 242 439 617 226 179 475

Equity portion of shareholders’ loan 10 – 75 791 144 72 644 387 – –

Retained income 255 755 912 240 581 813 193 415 911 104 240 179 50 421 117

Non-current liabilities 338 762 834 452 556 222 318 661 071 365 080 912 320 739 178

Loans from shareholders 10 – 111 900 200 98 940 000 157 757 072 148 424 295

Interest-bearing borrowings 11 303 942 580 306 668 234 200 555 812 194 452 542 165 088 666

Deferred tax 12 34 820 254 33 987 788 19 165 259 12 871 298 7 226 217

Current liabilities 40 901 268 37 924 564 24 276 341 20 992 454 14 587 232

Loans from shareholders 10 4 439 687

Interest-bearing borrowings 11 28 407 332 30 903 796 19 296 000 14 844 000 8 967 520

Current tax payable – – 250 065 – 2 132 104

Trade and other payables 13 8 054 249 7 020 768 4 730 276 6 093 632 3 487 608

Bank overdraft 8 – – – 54 822 –

Total equity and liabilities 1 151 172 383 1 099 571 716 880 469 256 732 753 162 611 927 002

103

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Notes

30 September

2013

R

31 March

2013

R

29 February

2012

R

28 February

2011

R

Revenue, excluding straight-line lease income adjustment 14 52 658 791 95 646 478 72 862 803 64 679 907

Straight-line lease income adjustment 5 8 679 952 6 254 487 1 064 593 3 463 363

Rental revenue 61 338 743 101 900 965 73 927 396 68 143 270

Other income 2 677 728 1 900 580 552 356 260 469

Expenses (excluding finance costs) (23 338 529) (53 062 578) (21 471 711) (22 346 521)

Profit before investment revenue, fair value

adjustments and finance costs 15 40 677 942 50 738 967 53 008 041 46 057 218

Investment revenue 16 11 004 158 772 87 824 14 805

Fair value adjustments 17 (6 127 395) 45 932 953 67 618 859 35 775 473

Finance costs 18 (14 617 596) (30 381 738) (16 184 129) (14 386 643)

Profit before taxation 19 943 955 66 448 954 104 530 595 67 460 853

Taxation 19 (4 769 856) (19 283 052) (15 354 863) (13 641 793)

Profit for the period 15 174 099 47 165 902 89 175 732 53 819 060

Other comprehensive income – – –

Total comprehensive income 15 174 099 47 165 902 89 175 732 53 819 060

Profit attributable to:

Ordinary shareholders of the company 15 174 099 47 165 902 89 175 732 53 819 060

Total comprehensive income attributable to:

Ordinary shareholders of the company 15 174 099 47 165 902 89 175 732 53 819 060

Earnings per share

Basic and diluted earnings per share (cents) 28 19,18 67,02 135,08 86,53

104

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Share capital

R

Share premium

R

Total share

capitalR

Total stated

capitalR

Equity portion

of share-

holders’ loan

R

Retained income

R

Total equity

R

Balance at 1 March 2010 598 485 225 580 990 226 179 475 – – 50 421 119 276 600 594

Changes in equity

Total comprehensive income for the 12 months – profit – – – – – 53 819 060 53 819 060

Issue of shares 37 632 16 222 510 16 260 142 – – – 16 260 142

Balance at 1 March 2011 636 117 241 803 500 242 439 617 – – 104 240 179 346 679 796

Changes in equity

Total comprehensive income for the 12 months – profit – – – – – 89 175 732 89 175 732

Issue of shares 55 755 28 976 174 29 031 929 – – – 29 031 929

Equity portion of shareholders’ loans – – – – 72 644 387 – 72 644 387

Balance at 1 March 2012 691 872 270 779 674 271 471 546 – 72 644 387 193 415 911 537 531 844

Changes in equity

Total comprehensive income for the 13 months – profit – – – – – 47 165 902 47 165 902

Issue of shares 33 032 21 213 395 21 246 427 – – – 21 246 427

Equity portion of shareholders’ loans – – – – 3 146 757 – 3 146 757

Balance at 31 March 2013 724 904 291 993 069 292 717 973 – 75 791 144 240 581 813 609 090 930

Changes in equity

Total comprehensive income for the 6 months – profit 15 174 099 15 174 099

Issue of shares: private placement 43 893 30 330 077 30 373 970 30 373 970

Re-allocated to stated capital (768 797) (322 323 146) (323 091 943) 323 091 943

Issue of shares: shareholders’ loan conversion 193 917 543 (75 791 144) 118 126 399

Capitalised listing costs (1 257 117) (1 257 117)

Balance at 30 September 2013 – – – 515 752 369 – 255 755 912 771 508 281

Note 9 9 9 10

105

CONSOLIDATED STATEMENTS OF CASH FLOWS

Notes

30 September

2013

R

31 March

2013

R

29 February

2012

R

28 February

2011

R

Cash flows from operating activities 13 425 710 5 548 102 26 901 399 20 657 885

Cash receipts from customers 52 528 613 97 040 616 73 018 351 60 554 513

Cash paid to suppliers (22 613 999) (59 505 953) (21 830 190) (14 849 879)

Cash generated from operations 20 29 914 614 37 534 663 51 188 161 45 704 634

Interest income 11 004 49 292 29 359 14 805

Finance costs (12 563 452) (22 763 151) (16 133 545) (14 304 476)

Tax paid 21 (3 936 456) (9 242 702) (8 182 576) (10 757 078)

Cash flows from investing activities (45 058 946) (161 542 574) (70 627 186) (89 150 527)

Additions to investment property 4 (45 058 946) (161 542 574) (70 627 186) (89 150 527)

Cash flows from financing activities 34 780 212 148 485 015 53 363 929 60 755 480

Proceeds on share issue 9 29 116 853 21 246 427 29 031 929 16 260 142

Proceeds from shareholders’ loans 10 885 476 8 191 757 13 827 315 9 332 777

Proceeds from interest-bearing borrowings (5 222 117) 118 046 831 10 504 685 35 162 561

Repayment of interest-bearing borrowings

Net increase/(decrease) in cash and cash equivalents 3 146 976 (8 509 457) 9 638 142 (7 737 162)

Cash and cash equivalents at beginning of the period 1 360 206 9 869 663 231 521 7 968 683

Cash and cash equivalents at end of the period 8 4 507 182 1 360 206 9 869 663 231 521

106

SAFARI INVESTMENTS (RSA) LIMITED AND ITS SUBSIDIARY

NOTES TO THE FINANCIAL STATEMENTS

1. FIRST-TIME ADOPTION OF INTERNATIONAL FINANCIAL REPORTING STANDARDS

ThegrouphasappliedIFRS1,First-timeAdoptionofInternationalFinancialReportingStandards,toprovideastartingpoint for the reporting under International Financial Reporting Standards as from 31 March 2013. On principle these standards have been applied retrospectively and the 2012 and 2011 comparatives contained in these annual financial statements differ from those published in the annual financial statements published for the 12 months ended 29 February 2012 and 28 February 2011.

The date of transition was 1 March 2010 and the effect of the transition was as follows:

Impact from the adoption of IFRS

The following reconciliations provide a quantification of the effect, after taxation; of the transition to IFRS (refer to notes 4 and 5 for prior period restatements):

Reconciliation of statement of financial position at 1 March 2010

As reportedunder

IFRS forSMEs

R

Effect oftransition to

IFRSR

Priorperiod

restatementsR

IFRSR

Investment property 601 700 000 – (8 061 016) 593 638 984

Straight-linerentalrevenueasset 8 061 016 – – 8 061 016

Total non-current assets 609 761 016 – (8 061 016) 601 700 000

Other financial assets 2 005 281 – – 2 005 281

Trade and other receivables 253 038 – – 253 038

Cash and cash equivalents 7 968 683 – – 7 968 683

Total current assets 10 227 002 – – 10 227 002

Loans from shareholders 148 424 295 – – 148 424 295

Interest-bearingborrowings 174 056 186 – – 174 056 186

Deferred tax 8 354 759 – (1 128 542) 7 226 217

Current tax 2 132 104 – – 2 132 104

Trade and other payables 3 945 628 – (458 020) 3 487 608

Total liabilities 336 912 972 – (1 586 562) 335 326 410

Total assets less total liabilities 283 075 046 – (6 474 454) 276 600 592

Issued capital 226 179 475 – – 226 179 475

Retained earnings 56 895 571 – (6 474 454) 50 421 117

Total equity 283 075 046 – (6 474 454) 276 600 592

107

Reconciliation of statement of financial position at 28 February 2011

As reportedunder

IFRS forSMEs

R

Effect oftransition to

IFRSR

Priorperiod

restatementsR

IFRSR

Investment property 686 741 761 – 31 823 223 718 564 984Straight-linerentalrevenueasset 11 524 378 – (1 377 018) 10 147 360Property, plant and equipment 31 823 223 – (31 823 223) –Total non-current assets 730 089 362 – (1 377 018) 728 712 344

Straight-linerentalrevenueasset – – 1 377 018 1 377 018Current tax receivable 628 261 – – 628 261Trade and other receivables 1 749 196 – – 1 749 196Cash and cash equivalents 286 343 – – 286 343Total current assets 2 663 800 – 1 377 018 4 040 818

Loans from shareholders 157 757 072 – – 157 757 072Interest-bearingborrowings 209 296 542 – – 209 296 542Deferred tax 12 871 298 – – 12 871 298Current tax – – – –Trade and other payables 6 547 281 – (453 649) 6 093 632Bank overdraft 54 822 – – 54 822Total liabilities 386 527 015 – (453 649) 386 073 366

Total assets less total liabilities 346 226 147 – 453 649 346 679 796

Issued capital 242 439 617 – – 242 439 617Retained earnings 103 786 530 – 453 649 104 240 179Total equity 346 226 147 – 453 649 346 679 796

Reconciliation of statement of financial position at 29 February 2012

As reportedunder

IFRS forSMEs

R

Effect oftransition to

IFRSR

Priorperiod

restatementsR

IFRSR

Investment property 835 811 029 – 21 000 000 856 811 029

Straight-linerentalrevenueasset 12 588 971 – (3 935 408) 8 653 563Property, plant and equipment 21 000 000 – (21 000 000) –Total non-current assets 869 400 000 – (3 935 408) 865 464 592

Straight-linerentalrevenueasset – – 3 935 408 3 935 408Trade and other receivables 1 199 593 – – 1 199 593Cash and cash equivalents 9 869 663 – – 9 869 663Total current assets 11 069 256 – 3 935 408 15 004 664

Loans from shareholders 98 940 000 – – 98 940 000Interest-bearingborrowings 219 851 812 – – 219 851 812Deferred tax 39 505 686 – (20 340 427) 19 165 259Current tax payable 250 065 – – 250 065Trade and other payables 5 242 392 – (512 116) 4 730 276Total liabilities 363 789 955 – (20 852 543) 342 937 412

Total assets less total liabilities 516 679 301 – 20 852 543 537 531 844

Issued capital 271 471 546 – – 271 471 546

Equity portion of shareholder loans – – 72 644 387 72 644 387Retained earnings 245 207 755 – (51 791 844) 193 415 911

Total equity 516 679 301 – 20 852 543 537 531 844

108

Reconciliation of equity

29 February2012

R

28 February2011

R

1 March2010

R

As reported under IFRS for SMEs 516 679 301 346 226 147 283 075 046

Adjustments for prior period restatements: – –

Discounting of tenant deposits not previously reported 512 116 453 649 458 020

Fair value correction on investment property – – (8 061 016)

Deferred tax erroneously provided on shareholder loans 20 340 427 – –

Deferred tax correction on fair value adjustment of investment property – – 1 128 542

As reported under IFRS 537 531 844 346 679 796 276 600 592

Reconciliation of total comprehensive income

12 months29 February

2012R

12 months28 February

201R

1 March2010

R

As reported under IFRS for SMEs 141 421 226 46 890 959 36 134 912

Adjustments for prior period restatements:

Discounting of tenant deposits not previously reported 58 466 (4 373) 458 020

Fair value erroneously taken to statement of comprehensive income instead of equity (72 644 387) – –

Fair value correction on investment property – 8 061 016 (8 061 016)

Deferred tax erroneously provided on shareholder loans 20 340 427 – –

Deferred tax correction on fair value adjustment of investment property – (1 128 542) 1 128 542

As reported under IFRS 89 175 732 53 819 060 29 660 458

General notes

The group determined that there were no effects to equity or total comprehensive income due to the adoption of IFRS, the only changes resulted from the prior period restatements (refer to notes 4 and 5).

2. COMPARATIVE FIGURES

The reporting period for the year ended 31 March 2013 was longer than a year since the group’s year end changed from 28 February to 31 March; therefore comparative amounts are not comparable to the current period balances.

Certain comparative figures have been reclassified as noted below.

• 2012:Property,plantandequipmentofR21000000wasreclassifiedtoinvestmentproperty,asitrepresentslandforwhich the group had not yet decided what it would do at the time in terms of IAS 40. No effect on equity or profit.

• 2012:RevenueofR333014wasreclassifiedtootherincome,asitrelatestoincomethatisnotintermsoftherentalagreements. No effect on equity or profit.

• 2011:Property,plantandequipmentofR31823223wasreclassifiedtoinvestmentproperty,asitrepresentslandforwhich the group had not yet decided what it would do at the time in terms of IAS 40. This has no effect on equity or profit.

• 2011:RevenueofR160327wasreclassifiedtootherincome,asitrelatestoincomethatisnotintermsoftherentalagreements. No effect on equity or profit.

• 2010:Therewasnoimpactonthe2010financialpositionasthelandwasonlypurchasedinthe2011financialyear.

• 2010:RevenueofR317654wasreclassifiedtootherincome,asitrelatestoincomethatisnotintermsoftherentalagreements. This has no effect on equity or profit.

109

Thecurrentportionofthestraight-linerentalrevenueassetwasretrospectivelyreclassifiedfromnon-currenttocurrentinline with IAS 17 Leases and IAS 1 Presentation of Financial Statements.

Loansfromshareholdershavebeenretrospectivelyreclassifiedfromcurrenttonon-currentintermsofthedefinitionofIAS 1.

Proceeds from shareholder loans have been retrospectively reclassified from investing to financing activities in the statement of cash flow in terms of IAS 7 Statements of Cash Flows.

The effects of the reclassification are as follows:

Statement of financial position2012

R2011

R2010

R

Investment property 21 000 000 31 823 223 –

Property, plant and equipment (21 000 000) (31 823 223) –

Loansfromshareholders(non-current) – 157 757 072 148 424 295

Loans from shareholders (current) – (157 757 072) (148 424 295)

Straight-linerentalrevenueasset(non-current) (3 935 408) (1 377 018) –

Straight-linerentalrevenueasset(current) 3 935 408 1 377 018 –

Profit or loss

Revenue (333 014) (160 327) (317 654)

Other income 333 014 160 327 317 654

Interim results for the period ending 30 September 2013 are disclosed as part of the historical financial information. This is the first period that interim results have been disclosed. Therefore, no comparative reviewed interim results are available for the statement of comprehensive income and the statement of cash flows.

3. PRIOR PERIOD ERRORS

Discounting of tenant deposits is required in terms of IAS 39. Discounting was not adjusted for in 2012, 2011 and 2010 and has been adjusted for retrospectively in the current year. The resulting difference is 2012: R512 115; 2011: R453 649; 2010: R458 022 in the statement of financial position.

The effect on profit is 2012: R58 466; 2011: R4 373; 2010: R458 022 as a result of the unwinding of the discount.

The equity portion of shareholder loans of R72 644 387 was erroneously taken to the statement of comprehensive income instead of equity in 2012.

Deferred taxation was incorrectly provided for on the discounting of shareholder loans in the prior year. This has been removed and the resulting difference in 2012 is R20 340 427 to deferred taxation in the statements of financial position and comprehensive income with no impact on 2011 or 2010.

In2010fairvalueofinvestmentpropertywasnotadjustedforbythestraight-liningofleases.Thishasbeenadjustedfor and the resulting difference in 2010 is R8 061 016 to investment property and fair value (profit) and R1 128 542 to deferred taxation in the statements of financial position and comprehensive income.

The adjustments in 2010 also resulted in an adjustment to 2011 fair value and deferred taxation in the statement of comprehensive income.

Thecurrentportionofthestraight-linerentalrevenueassetwasretrospectivelyreclassifiedfromnon-currenttocurrentinline with IAS 17 Leases and IAS 1 Presentation of Financial Statements.

Loansfromshareholdershavebeenretrospectivelyreclassifiedfromcurrenttonon-currentintermsofthedefinitionofIAS 1 Presentation of Financial Statements.

The above represent prior period errors and have all been adjusted for in the audited financial statements for the year ended 31 March 2013.

110

The correction of the error(s) results in adjustments as follows:

Statement of financial position2012

R2011

R2010

R

Investment property – – (8 061 016)

Loansfromshareholders(non-current) – 157 757 072 148 424 295

Loans from shareholders (current) – (157 757 072) (148 424 295)

Straight-linerentalrevenueasset(non-current) (3 935 408) (1 377 018) –

Straight-linerentalrevenueasset(current) 3 935 408 1 377 018 –

Retained earnings (51 791 845) 453 649 (6 474 454)

Equity portion of shareholders’ loans 72 644 387 – –

Deferred tax 20 340 427 – (1 128 542)

Trade and other payables (discounting of tenant deposits) (512 115) (453 649) (458 022)

Profit or loss

Investments revenue (discounting of tenant deposits) 58 466 – 458 022

Finance cost (discounting of tenant deposits) – (4 373) –

Reclassification of equity portion of shareholders’ loans (72 644 387) – –

Fair valuation of investment property – 8 061 016 (8 061 016)

Deferred tax 20 340 427 (1 128 542) 1 128 542

4. INVESTMENT PROPERTY

30 September 2013 31 March 2013

ValuationR

Accumu-lated

depreciationR

Carrying value

R Valuation

R

Accumu-lated

depreciationR

Carrying value

R

Investment property 1 093 844 107 1 093 844 107 1 054 912 556 – 1 054 912 556

2012 2011

ValuationR

Accumu-lated

depreciationR

Carrying value

R Valuation

R

Accumu-lated

depreciationR

Carrying value

R

Investment property 856 811 029 – 856 811 029 718 564 984 – 718 564 984

Reconciliation of investment property – 30 September 2013

Opening balance

RAdditions

RTransfers

R

Fair value adjustments

RTotal

R

Investment property 1 054 912 556 45 058 946 – (6 127 395) 1 093 844 107

Reconciliation of investment property – 31 March 2013

Opening balance

RAdditions

RTransfers

R

Fair value adjustments

RTotal

R

Investment property 856 811 029 161 542 574 (9 374 000) 45 932 953 1 054 912 556

111

Reconciliation of investment property – 2012

Opening balance

RAdditions

R

Fair value adjustments

RTotal

R

Investment property 718 564 984 70 627 186 67 618 859 856 811 029

Reconciliation of investment property – 2011

Opening balance

RAdditions

R

Fair value adjustments

RTotal

R

Investment property 593 638 984 89 150 527 35 775 473 718 564 984

Investment property comprises

30 September 2013

R

31 March 2013

R

29 February2012

R

28 February2011

R

Gross investment property 1 121 367 517 1 073 756 014 869 400 000 730 089 362

Straight-liningofrentalrevenueaccrual (27 523 410) (18 843 458) (12 588 971) (11 524 378)

Net investment property 1 093 844 107 1 054 912 556 856 811 029 718 564 984

During 31 March 2013 30% of Erf 71 was transferred to inventory as commencement of developments with the intention to develop and sell that portion commenced during the period.

Details of property

30 September 2013

R

31 March 2013

R

29 February2012

R

28 February2011

R

Erf 103, Erf 105, Erf 106 and Erf 74995, Sebokeng Unit 10 Ext 1, measuring 9 643m², 9 643m², 10 000m², 9 643m² and 51 061m² respectively

Purchase price: Land 6 361 492 5 622 745 5 622 745 5 622 745

Purchase price: Buildings 1 637 432 1 637 432 1 637 432 1 637 432

Additions since purchase 154 005 760 140 975 667 111 508 097 110 835 261

Fair value adjustments since purchase 81 895 316 89 664 156 57 231 726 46 004 562

243 900 000 237 900 000 176 000 000 164 100 000

Erf 19265 Mamelodi measuring 4 849m², Erf 40827 Mamelodi Ext 13 measuring 75 539m². Erf 40827 is a consolidated property made up out of previous Erven 35380, 40327 and 40326 (portion 1), Mamelodi Ext 13

Purchase price: Land 18 525 223 18 525 223 18 525 223 18 525 223

Purchase price: Buildings 173 985 181 173 985 181 173 985 181 173 985 181

Additions since purchase 217 927 649 201 876 666 138 157 619 72 245 154

Fair value adjustments since purchase 40 461 947 37 112 930 44 831 977 25 067 665

450 900 000 431 500 000 375 500 000 289 823 223

112

30 September 2013

R

31 March 2013

R

29 February2012

R

28 February2011

R

Erf 16248 Atteridgeville Ext 25 measuring 64 926m². Erf 16248 is a consolidated property made up out of previous Erven 15232, 15233 and 15234, Atteridgeville Ext 25

Purchase price: Land 11 378 895 11 378 895 11 378 895 11 378 895

Purchase price: Buildings 194 735 170 194 735 170 194 735 170 194 735 170

Additions since purchase 96 666 406 79 746 529 43 711 165 42 202 123

Fair value adjustments since purchase 18 919 529 21 539 406 25 074 770 11 683 812

321 700 000 307 400 000 274 900 000 260 000 000

Stands 9043, 9044 and 9045 Atteridgeville Ext 5, measuring 69 068m², 8 401m² and 3 472 m², respectively

Purchase price: Land 12 561 700 12 561 700 – –

Fair value adjustments since purchase 19 838 300 19 838 300 – –

32 400 000 32 400 000 – –

Remainder of Portion 294, Farm Pretoria Town and Townlands 351, Maunde Street, Atteridgeville Ext 45, measuring 26 141m².

Purchase price: Land 4 000 000 4 000 000 – –

Additions since purchase 3 420 701 1 078 446 – –

Fair value adjustments since purchase 8 021 554 8 021 554 – –

15 442 255 13 100 000 – –

Subsidiary property

30 September 2013

R

31 March 2013

R

29 February2012

R

28 February2011

R

Erf 14, Erf 15, Erf 16, Erf 67, Erf 68, Erf 69 and 70% of Erf 71, Swakopmund, Erongo Region, Registration division G, measuring 1 636m², 1 529m², 1 866m², 1 910m², 3 469m², 522 m² and 20 329m² respectively

Purchase price: Land 16 000 000 16 000 000 16 000 000 16 000 000

Additions since purchase 22 036 372 17 379 429 2 698 982 166 139

Transferred to inventory (9 374 000) (9 374 000) – –

Fair value adjustments since purchase 28 362 890 27 450 585 24 301 018 –

57 025 262 51 456 014 43 000 000 16 166 139

Certain investment property is held as security for mortgage bonds. The value of encumbered property is set out in note 13.

2011: For detail regarding classification, refer to note 4.

113

Details of valuation

30 September 2013: The effective date of the revaluations was 31 August 2013. Revaluations were performed by an independentvaluer,MrW.J.Hewitt,ProfessionalValuerNDPV.,C.I.E.A,FIVSA,MRICS,Appraiser,ofMessrsMillsFitchet.Mills Fitchet is not connected to the company and has recent experience in location and category of the investment property being valued. The valuations were based on a review of current market sales and purchase transactions in the property’s location as well as reasonable judgements and estimated by the directors and independent valuer. The valuation methods used by the external appraiser and directors of the investment properties at 30 September 2013 was in accordance with IFRS 13 and the properties was valued based on their highest and best use as defined in IFRS 13.

March 2013: The effective date of the revaluations was 31 March 2013. Revaluations were performed by an independent valuer,MrWJHewitt,professionalvaluerNDPV.,CIEA,FIVSA,MRICS,appraiser,ofMessrsMillsFitchet.MillsFitchetis not connected to the company and has recent experience in location and category of the investment property being valued.

2012 and 2011: The effective date of the revaluations was 29 February 2012 and 28 February 2011. Revaluations were performed by the directors of the company. The directors have sufficient experience in location and category of the investment property valued.

Holding company

The valuation of investment property, totalling at 30 September 2013: R1 016 500 000 (March 2013: R977 800 000; 2012: R826 400 000; 2011: R713 923 223) was based on the discounted cash flow method. The following assumptions were used in respect of 2013:

Discount rate: 14,5% Capitalisation rate: 8,5%

The valuation of investment property totalling at 30 September 2013: R47 842 255; (March 2013: R45 500 000; 2012: R0; 2011: R0) was based on the direct comparable method. This method was used as even identified above are new stands purchased during 2013 which are not yet income earning (not yet generating cash flow).

Subsidiary

The valuation of investment property, totalling at 30 September 2013: R57 025 262 (March 2013: R51 456 014; 2012: R43 000 000) was based on the direct comparable method.

These assumptions are based on current market conditions.

2011: R16 166 139 was considered to be the value of the investment property as the subsidiary was acquired close to year end.

Highest and best use

For all investment properties that are measured at fair value, the current use of the properties is their highest and best use as defined in IFRS 13.

Fair value hierarchy

The valuation of investment property is classified as a level 3 fair value measurement and there has been no transfer between levels in the current period.

114

5. STRAIGHT-LINE RENTAL REVENUE ASSET

30 September 2013

R

31 March 2013

R

29 February2012

R

28 February2011

R

Non-currentassets 26 544 388 15 660 225 8 653 563 10 147 360

Current assets 979 022 3 183 233 3 935 408 1 377 018

27 523 410 18 843 458 12 588 971 11 524 378

The movement can be reconciled as follows:

Balance at the beginning of the year 18 843 458 12 588 971 11 524 378 8 061 016

Movement during the year 8 679 952 6 254 487 1 064 593 3 463 362

27 523 410 18 843 458 12 588 971 11 524 378

The future minimum lease payments receivable under non-cancellable leases are as follows:

Future minimum lease payments receivable

– not later than one year 101 908 245 96 903 971 66 857 334 57 302 282

– later than one year but not later than five years 265 516 838 270 727 726 154 048 753 94 246 559

– later than five years 9 200 337 34 389 631 5 458 186 8 930 181

376 625 420 402 021 328 226 364 273 160 479 022

The average lease terms are for three to 10 years and the average effective escalation rate is from 7% to 10% per annum.

Some national tenants are also billed for turnover rental which is based on their audited annual turnover.

Total contingent rentals recognised as income in the period 1 April 2013 to 30 September 2013 are R1 699 584 (March 2013: R2 966 095; 2012: R1 836 253; 2011: R2 461 032).

6. INVENTORY

30 September 2013

R

31 March 2013

R

29 February2012

R

28 February2011

R

Opening balance 15 665 620 – – –

Transfer from investment property – 9 374 000 – –

Capitalisation of costs 1 995 833 6 291 620 – –

17 661 453 15 665 620 – –

30% of Erf 71, Swakopmund, Erongo Region, Registration division G, measuring 8 712m².

Being residential units and a hotel to be erected and constructed on the land.

115

7. TRADE AND OTHER RECEIVABLES

30 September 2013

R

31 March 2013

R

29 February2012

R

28 February2011

R

Trade receivables 880 672 589 111 808 786 1 134 269

Municipal deposits 67 287 67 287 67 287 67 287

Valueaddedtax 1 940 693 3 564 630 323 520 547 640

Other receivables 1 400 36 734 – –

Prepayments 215 000 – – –

3 105 052 4 257 762 1 199 593 1 749 196

Trade and other receivables pledged as securityNo trade and other receivables balances were pledged as security for any of the group’s liabilities.

Credit quality of trade and other receivablesRefer to the credit risk policy in note 28 for details regarding the group’s policy.

Fair value of trade and other receivablesTrade and other receivables 947 959 689 230 876 073 1 201 556

The directors consider the carrying amount of trade and other receivables to approximate their fair values, due to the relativelyshort-termnaturethereof.

Trade and other receivables past due but not impaired

Trade and other receivables which are less than 1 month past due are not considered to be impaired. At 31 March 2013, R24 793 (2012: R177 934; 2011: R147 632) were past due but not impaired.

The ageing of amounts past due but not impaired is as follows:

30 days – 12 369 24 542 51 533

60 days – 479 – 35 842

90 days and over – 11 945 153 392 60 257

Trade and other receivables impaired

As of 31 March 2013, trade and other receivables of R7 263 (2012: R330 057; 2011: R3 621 459) were impaired directly to statement of comprehensive income.

The individually impaired receivables mainly relate to doubtful debts.

116

8. CASH AND CASH EQUIVALENTS

30 September 2013

R

31 March 2013

R

29 February2012

R

28 February2011

R

Cash and cash equivalents consist of:Cash on hand 100 100 100 100Bank balances 4 407 040 1 259 092 9 667 941 –Short-termdeposits 100 042 101 014 201 622 286 243Bank overdraft – – – (54 822)

4 507 182 1 360 206 9 869 663 231 521Current assets 4 507 182 1 360 206 9 869 663 286 343Current liabilities – – – (54 822)

4 507 182 1 360 206 9 869 663 231 521

9. STATED AND SHARE CAPITAL AND PREMIUM

30 September 2013

R

31 March 2013

R

29 February2012

R

28 February2011

R

Authorised

500 000 000 ordinary shares of no par value 5 000 000 – – –100 000 000 ordinary shares of R0,01 each – 1 000 000 1 000 000 1 000 000

Reconciliation of number of shares issued:

Reported at beginning of period 72 490 371 69 187 243 63 611 717 59 848 502Issue of ordinary shares of R0,01 each 4 389 302 4 101 628 5 720 526 3 948 215Conversion of shareholders’ loans to ordinary shares of no par value, earlier stated at stated capital 26 910 684Share buybacks (798 500) (145 000) (185 000)

103 790 357 72 490 371 69 187 243 63 611 717

Issued share capitalOpening balance of ordinary shares of R0,01 each 724 903 691 872 636 117 598 485Issue of ordinary shares of R0,01 each 43 893 41 016 57 205 39 482Share buybacks of ordinary shares of R0,01 each – (7 985) (1 450) (1 850)Re-allocatedtostatedcapital (768 796) – – –

724 903 691 872 636 117

Share premium Share premium at period end 322 323 146 291 993 069 270 779 674 241 803 500Re-allocatedtostatedcapital (322 323 146) – – –

– 291 993 069 270 779 674 241 803 500

Issued stated capital Re-allocationofsharecapitaltostatedcapital 768 797 – – –Re-allocationofsharepremiumtostatedcapital 322 323 146 – – –Conversion of shareholders’ loans to no par value shares 193 917 543 – – –Capitalised listing costs (1 257 117) – – –

515 752 369 – – –

117

Details of share buybacks:

2013 – 369 500 shares at R5,02 per share – 429 000 shares at R4,52 per share

2012 – 145 000 shares at R4,72 per share

2011 – 185 000 shares at R4,00 per share

These shares were all cancelled.

10. LOANS FROM SHAREHOLDERS

30 September 2013

R

31 March 2013

R

29 February2012

R

28 February2011

R

Total shareholder loans 4 439 687 111 900 200 98 940 000 157 757 072

30 September 2013: R186 221 933 of the shareholders’ loans have been converted to 26 910 684 ordinary shares. The rest of the shareholder loans will be repaid within 30 days after listing on the JSE, subject to board approval and the company satisfying the liquidity and solvency test as defined in the Act. The repayment of loans will be financed by the capital raised through the listing.

March 2013 and 2012: The loans are interest free and the directors have resolved to repay the loans from August 2014 with an estimated first instalment of R25 000 000, thereafter in annual instalments of R22 472 018 (2012: R21 448 048) over an estimated eight year period.

2011: The loans bear no interest and are repayable at the discretion of the directors.

30 September 2013

R

31 March 2013

R

29 February2012

R

28 February2011

R

The movement can be reconciled as follows

Opening balance 111 900 200 98 940 000 157 757 072 148 424 295

New loans advanced 10 885 476 8 191 757 13 827 315 9 332 777

Share conversion (120 400 133)

Discounting adjustment to equity (3 146 757) (72 644 387) –

Unwinding of discounting 2 054 144 7 915 200 – –

Closing balance 4 439 687 111 900 200 98 940 000 157 757 072

Fair value of loans to and from shareholders

Loans from shareholders 4 439 687 111 900 200 98 940 000 157 757 072

2013 and 2012: The amortised cost of the shareholder loans was determined using the discounted cash flow method. The following assumption was used:

Discount rate: 8% (2012: 8%)

2011: The directors consider the carrying value of the loans to approximate their fair value, as no repayment terms have been set.

118

11. INTEREST-BEARING BORROWINGS

30 September 2013

R

31 March 2013

R

29 February2012

R

28 February2011

R

Held at amortised cost

Facility 1 – Absa 331 875 580 172 159 225 219 851 812 209 296 542

Secured loan bearing interest at prime minus 0,75% (March 2013: 7,75%; 2012: 8%; 2011: 8%) at year end. Repayable in monthly capital instalments which will increase every 12 months. The monthly capital instalment for the next 12 months is R2 283 000. The bond is for an approximate period of ten years, with a final instalment of R5 417 000.

Secured by certain investment property as per note 6 with a carrying amount of R742 642 255 (31 March 2013: R714 900 00; 2012: R826 400 000; 2011: R713 923 223). Total facility available: R330 000 000.

Facility 2 – Absa 474 332 165 412 805 – –

Secured loan bearing interest at prime minus 1% (2013: 7,50%) at year end. The bond is for a period of five years, repayable in monthly capital instalments of R1 500 000.

Secured by certain investment property as per note 6, with a carrying amount of R321 700 000 (31 March 2013: R307 400 000; 2012: Rnil; 2011: Rnil). Total facility available: R170 000 000.

332 349 912 337 572 030 219 851 812 209 296 542

The borrowings arose from the purchase of assets and investment in retail property.

Non-current liabilities

At amortised cost 303 942 580 306 668 234 200 555 812 194 452 542

Current liabilities

At amortised cost 28 407 332 30 903 796 19 296 000 14 844 000

332 349 912 337 572 030 219 851 812 209 296 542

Fair value of the financial liabilities carried at amortised cost

Bank loans 332 349 912 337 572 030 219 851 812 209 296 542

The directors consider the carrying amount of bank loans to approximate their fair values as the interest rates associated with these bank loans are considered to be market related.

119

12. DEFERRED TAX

30 September 2013

R

31 March 2013

R

29 February2012

R

28 February2011

R

Deferred tax liability

Income received in advance 971 931 686 914 396 584 327 961

Rate change (capital gains tax) (5 326 552) – –

Revaluation of investment property (28 085 631) (24 071 982) (16 036 931) (9 972 433)

Straight-lineleaseincomeadjustment (7 706 554) (5 276 168) (3 524 912) (3 226 826)

(34 820 254) (33 987 788) (19 165 259) (12 871 298)

Reconciliation of deferred tax asset (liability)

At beginning of the year (19 165 259) (12 871 298) (7 226 218)

Originating temporary differences (33 987 788) (9 495 977) (6 293 961) (5 645 080)

Rate change (832 466) (5 326 552) – –

(34 820 254) (33 987 788) (19 165 259) (12 871 298)

The change in the rate for 31 March 2013 was for the change in the capital gains tax rate that changed from 14% to 18,65%.

13. TRADE AND OTHER PAYABLES

30 September 2013

R

31 March 2013

R

29 February2012

R

28 February2011

R

Trade payables 1 718 064 1 726 555 1 055 632 3 012 548

Amounts received in advance 3 471 183 2 453 264 1 416 371 1 171 290

Tenant deposits received 2 857 679 2 794 864 2 257 188 1 897 629

Other payables 7 323 46 085 1 085 12 165

8 054 249 7 020 768 4 730 276 6 093 632

Fair value of trade and other payables

Trade payables will be paid within 12 months, no interest is levied on late payments and discounting has been taken into consideration.Thecarryingvalueoftradeandotherpayablesisconsideredtoapproximatefairvalueduetotheshort-term nature thereof.

14. RENTAL RECEIVED

30 September 2013

R

31 March 2013

R

29 February2012

R

28 February2011

R

Rental income 51 228 290 92 366 114 71 015 993 62 588 181

Straight-lineleaseincomeadjustment 8 679 952 6 254 487 1 064 593 3 463 363

Costs recovered 1 430 501 3 280 364 1 846 810 2 091 726

61 338 743 101 900 965 73 927 396 68 143 270

120

15. PROFIT BEFORE INVESTMENT REVENUE, FAIR VALUE ADJUSTMENTS AND FINANCE COSTS

Profit before investment revenue, fair value adjustments and finance costs for the year is stated after accounting for the following:

30 September 2013

R

31 March 2013

R

29 February2012

R

28 February2011

R

Auditors’ remuneration 316 431 367 000 350 000 320 000

Management fees 1 616 729 2 973 084 2 239 783 1 959 387

Short-termdirectors’emoluments (refer to note 25) 57 000 1 215 000 634 002 333 000

Profit on conversion of shareholders’ loans (2 273 734) – – –

Property expenses relating to income producing properties 19 321 187 40 198 423 13 716 536 14 884 768

Property expenses relating to properties not producing income 224 999 333 212 – –

16. INVESTMENT REVENUE

Interest revenue

30 September 2013

R

31 March 2013

R

29 February2012

R

28 February2011

R

Financial instruments

Bank 1 928 388 350 797

Discounting – tenant deposits – 109 480 58 465 –

Interest charged on trade and other receivables

9 076 16 330 21 460 14 008

Interest on previous investment at attorneys with land purchased

– 18 842 – –

Other

SARS – 13 732 7 549 –

11 004 158 772 87 824 14 805

17. FAIR VALUE ADJUSTMENTS

30 September 2013

R

31 March 2013

R

29 February2012

R

28 February2011

R

Investmentproperty–Holdingcompany (7 039 670) 42 783 386 43 317 841 35 775 473

Investment property – Subsidiary 912 305 3 149 567 24 301 018 –

(6 127 395) 45 932 953 67 618 859 35 775 473

121

18. FINANCE COSTS

30 September 2013

R

31 March 2013

R

29 February2012

R

28 February2011

R

Borrowings 12 563 452 22 466 538 16 184 129 14 382 270

Discounting – shareholder loans 2 054 144 7 915 200 – –

Discounting – tenant deposits – – 4 373

14 617 596 30 381 738 16 184 129 14 386 643

19. TAXATION

Major components of the tax expense

30 September 2013

R

31 March 2013

R

29 February2012

R

28 February2011

R

CurrentLocal income tax – current period 3 937 390 4 460 523 9 060 902 7 996 713

Deferred

Changes in tax rates – 5 326 552 – –

Deferred tax 832 466 9 495 977 6 293 961 5 645 080

832 466 14 822 529 6 293 961 5 645 080

Tax for the year 4 769 856 19 283 052 15 354 863 13 641 793

20. CASH GENERATED FROM OPERATIONS

30 September 2013

R

31 March 2013

R

29 February2012

R

28 February2011

R

Profit before taxation 19 943 955 66 448 954 104 530 595 67 460 853

Adjustments for:Interest received (11 004) (158 772) (87 824) (14 805)

Finance costs 14 617 597 30 381 738 16 184 129 14 386 643

Fair value adjustments 6 127 364 (45 932 953) (67 618 859) (35 775 473)

Movements in operating lease assets and accruals (8 679 952) (6 254 487) (1 064 593) (3 463 362)

Capital injection not converted (2 273 734)

Changes in working capital:Inventories (1 995 832) (6 291 620) – –

Trade and other receivables 1 152 710 (3 058 169) 549 603 509 124

Trade and other payables 1 033 510 2 399 972 (1 304 890) 2 601 654

29 914 614 37 534 663 51 188 161 45 704 634

122

21. TAX PAID

30 September 2013

R

31 March 2013

R

29 February2012

R

28 February2011

R

Balance at the beginning of the period 4 532 114 (250 065) 628 261 (2 132 104)

Current tax for the six months recognised in profit or loss (2013: 13 months; 2012: 12 months; 2011: 12 months) (3 937 391) (4 460 523) (9 060 902) (7 996 713)

Balance at the end of the period (4 531 179) (4 532 114) 250 065 (628 261)

(3 936 456) (9 242 702) (8 182 576) (10 757 078)

22. COMMITMENTS

30 September 2013

R

31 March 2013

R

29 February2012

R

28 February2011

R

Authorised capital expenditure

– Not yet contracted for

Atteridgeville shopping mall – Extensions 21 462 340 21 165 813 48 000 000 –

Mamelodi shopping mall – Extensions 245 947 11 133 043 45 000 000 15 000 000

Sebokeng shopping mall – Extensions 1 125 232 19 606 479 39 000 000 –

Sebokeng 3 shopping mall – Extensions 115 964 783 94 500 000 – –

Maunde Street Atteridgeville 117 964 223 120 556 229 – –

Stands 9043, 9044, 9045 Atteridgeville – 3 500 000 – –

Finance of subsidiary asset 2 646 991 244 937 051 – –

259 409 516 515 398 615 132 000 000 15 000 000

The commitments listed in the note above were all approved in terms of the business plan presented at the last AGM.

Projects listed were approved subject to the following conditions:

• Theboardaims to raise at leastR200million additional capital over thenext two financial years throughprivateplacement of new shares. No project will be taken on board unless adequate equity has been raised in order not to jeopardise the group’s favourable gearing ratio;

• The80%letbeforeconstructionconditionremainsrelevanttoallnewprojects;and

• Thegroup’sgearingbemanagedatalltimestopreventoverexposuretobonddebtandinterest.

2011: A Planning Phase Development Agreement was signed on 24 May 2011 between the company and Safari Developments Pretoria Proprietary Limited. The agreement covers the planning phase of the development of the property of the subsidiary, Swakopmund Waterfront Property Company Proprietary Limited and it was agreed that this cost will not exceed R20 000 000 inclusive of the cost of the land. R16 000 000 of this amount was incurred during the year under review. The difference will be financed through own sources and the bond.

123

23. CONTINGENT LIABILITY

After careful consideration and lengthy arbitration proceedings, a settlement agreement was signed on 4 October 2012 by mutual agreement of both parties in order to prevent further arbitration proceedings and legal costs with respect to the contingent liability as reflected in the 2012 financial statements. The settlement agreement resulted in a receipt of R1 187 994 recognised in other income during the March 2013 year.

24. RELATED PARTIES

Relationships

Subsidiaries Safari Investments Namibia Proprietary Limited

Common directorship/trusteeship DE van Straten Familie Trust

Fanus Kruger Trust

Fifo Investments Proprietary Limited

Jannie&AdriVerwayenTrust

Juliette Snyman Trust

Kyriacos Andrea Pashiou Trust

Laritza Investments No 171 Proprietary Limited

Majodiko Beleggings Eiendoms Beperk

Matla Quantity Surveyors Proprietary Limited

Mitja Investments No 23 Proprietary Limited

Pace Construction Proprietary Limited

Plentytrade Proprietary Limited

Pretoria Ooginstituut Beleggings Proprietary Limited

Pretoria Ooginstituut Eiendomme Proprietary Limited

Safari Developments (Pretoria) Proprietary Limited

Safarihold Proprietary Limited

Safari Retail Proprietary Limited

Thabo Investments Corporation Proprietary Limited

The Roofing Guarantee Company Proprietary Limited

Close corporations controlled by director: FJJ Marais Cosmos Management cc

MDM Architects cc

124

Related party balances

30 September 2013

R

31 March 2013

R

29 February2012

R

28 February2011

R

Loan accounts – Owing to related parties

shareholders (53) (55 694 003) (54 675 433) (54 207 461)

Terms and conditions of outstanding balances:

Shareholder loans:

Refer to note 12

Amounts included in trade payables regarding related parties

Safari Developments (Pretoria) Proprietary Limited (1 085) (1 085) (1 085) (12 165)

Compensation to directors

Short-termdirectors’emoluments(refertonote 25) 57 000 1 215 000 634 002 333 000

Safari Developments (Pretoria) Proprietary Limited 53 714 983 159 133 746 75 346 930 70 903 987

All payments made to Safari Developments (Pretoria) Proprietary Limited in the current year and prior year were authorised and paid out in terms of signed development agreements on all existing centres i.e. Mamelodi Crossing, Atlyn Shopping Centre and Thabong Shopping Centre, as well as the Maunde Street Atteridgeville property.

These payments included amounts of capital nature, as well as tax deductible expenses such as commission and repairs and maintenance.

Cosmos Management cc 119 500 304 159 559 923 103 383

Matla Quantity Surveyors Proprietary Limited – – 52 500 –

MDM Architects cc – 39 379 130 891 –

Pace Construction Proprietary Limited – – 678 459 1 292 354

Safarihold Proprietary Limited – 330 000 475 182 122 800

Safari Retail Proprietary Limited 266 000 25 000 – –

The Roofing Guarantee Company Proprietary Limited 8 682 73 914 40 535 2 335

Services/purchases from related parties

Common directorship 53 714 983 159 562 660 76 593 606 72 321 476

Close corporations controlled by director 115 350 343 538 690 814 103 383

Management and bookkeeping fees paid to related parties

Cosmos Management cc 1 810 859 2 973 085 2 239 783 1 959 387

All related party transactions occur at rates as agreed by shareholders at the AGM.

125

25. SHORT-TERM DIRECTORS’ EMOLUMENTS

Directors’ emoluments

30 September 2013

Consulting fees

R

Services as director

RTotal

R

SJ Kruger – – –

FJJ Marais – – –

M Minnaar – – –

K Pashiou – – –

JG Prinsloo – – –

JP Snyman – – –

MHTsolo – – –

DE van Straten – – –

JCVerwayen 27 000 – 27 000

AE Wentzel 30 000 – 30 000

57 000 – 57 000

1 March 2013

Consulting fees

R

Services as director

RTotal

R

SJ Kruger – 84 000 84 000

FJJ Marais 100 000 96 000 196 000

M Minnaar – 78 000 78 000

K Pashiou 192 000 96 000 288 000

JG Prinsloo – 78 000 78 000

JP Snyman – 81 000 81 000

MHTsolo – 72 000 72 000

DE van Straten – 81 000 81 000

JCVerwayen 52 000 87 000 139 000

AE Wentzel 34 000 84 000 118 000

378 000 837 000 1 215 000

29 February 2012

Services as directors

RTotal

R

SJ Kruger 74 792 74 792

FJJ Marais 74 792 74 792

M Minnaar 74 792 74 792

K Pashiou 74 792 74 792

JG Prinsloo 74 792 74 792

JP Snyman 59 625 59 625

MHTsolo 53 625 53 625

DE van Straten 33 000 33 000

JCVerwayen 74 792 74 792

AE Wentzel 39 000 39 000

634 002 634 002

126

28 February 2011

Services as directors

RTotal

R

SJ Kruger 38 000 38 000

FJJ Marias 49 000 49 000

M Minnaar 34 000 34 000

K Pashiou 49 000 49 000

JG Prinsloo 49 000 49 000

JP Snyman 35 000 35 000

MHTsolo 30 000 30 000

JCVerwayen 49 000 49 000

333 000 333 000

There are no benefits, such as travel allowance, medical or pension benefits.

26. FINANCIAL INSTRUMENTS

Capital risk management

The group’s objectives when managing capital are to safeguard the group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital by maintaining a good balance between debt and equity finance.

The capital structure of the group consist of debt, which includes the borrowings disclosed in notes 10 and 11, cash and cash equivalents disclosed in note 8, and equity as disclosed in the statement of financial position, amounting to R1 103 790 698 (31 March 2013: R1 057 202 954; 2012: R846 453 993; 2011: R713 501 889).

In order to maintain or adjust the capital structure, the group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. There are no externally imposed capital requirements, other than the transactional and corporate covenants as set out in the signed loan agreement. There have been no changes to what the entity manages as capital, the strategy for capital maintenance or externally imposed capital requirements from the previous year.

Consistent with others in the industry, the group monitors capital on the basis of the gearing ratio.

The expectation is to settle all outstanding debt when the listing takes place resulting in a gearing of 0%. REIT legislation does not allow a gearing ratio of more than 60% going forward. The gearing of the group will however be determined with careful consideration going forward.

This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (including ‘current andnon-currentborrowings’asshowninthestatementoffinancialposition)lesscashandcashequivalents.Totalcapitalis calculated as ‘equity’ as shown in the statement of financial position plus net debt.

The gearing ratios at 30 September 2013, 31 March 2012, 29 February 2012 and 28 February 2011 were as follows:

Gearing ratio

30 September 2013

R

31 March 2013

R

29 February 2012

R

28 February 2011

R

Total borrowings 336 789 599 449 472 230 318 791 812 367 053 614

Less: Cash and cash equivalents (4 507 182) (1 360 206) (9 869 663) (231 521)

Net debt 332 282 417 448 112 024 308 922 149 366 822 093

Total equity 771 508 281 609 090 930 537 531 844 346 679 796

Total capital 1 103 790 698 1 057 202 954 846 453 993 713 501 889

Gearing ratio 30% 42% 37% 51%

127

Financial risk management

The group’s activities expose it to a variety of financial risks: market risk (including fair value interest rate risk and cash flow interest rate risk), credit risk and liquidity risk.

The group is not exposed to foreign exchange risk. The only cross border transactions which occur are with the company’s subsidiary located in Namibia.

1 Rand = 1 Namibian Dollar

The group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the group’s financial performance.

Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through an adequate amount of committed credit facilities.

The group’s risk to liquidity is a result of the funds available to cover future commitments. The group manages liquidity risk through an ongoing review of future commitments and credit facilities.

Cash flow forecasts are prepared and adequate utilised borrowing facilities are monitored.

The table below analyses the group’s financial liabilities into relevant maturity groupings based on the remaining period at the statement of financial position to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

Less than 1 year

R

Between 1 and 2 years

R

Between 2 and 5 years

ROver 5 years

R

30 September 2013

Trade and other payables 1 725 385

Loans from financial institutions 53 961 752 61 629 994 189 967 219 128 387 580

Loans from shareholders 4 439 687

31 March 2013

Trade and other payables 1 772 640 – – –

Loans from financial institutions 55 558 346 59 500 586 185 595 802 135 735 896

Loans from shareholders – 25 000 000 67 416 054 87 360 090

29 February 2012

Trade and other payables 1 056 717 – – –

Loans from financial institutions 36 222 705 39 702 165 143 923 275 63 575 629

Loans from shareholders – – 67 896 097 103 688 290

28 February 2011

Trade and other payables 3 024 713 – – –

Loans from financial institutions 31 086 403 34 190 763 125 084 130 87 195 829

Loans from shareholders 157 757 072 – – –

128

Interest rate risk

The group’s interest rate risk arises from long-term borrowings also bank, inter-group loans and shareholder loans(effective interest, therefore fair value risk). Borrowings issued at variable rates expose the company to cash flow interest rate risk.

At 30 September 2013, if interest rates on borrowings had been 0,5% higher/lower with all other variables held constant, profit for the six months would have been R821 706 (2013: R1 038 041; 2012: R728 592; 2011: R630 355) lower/higher, mainly as a result of higher/lower interest expense on floating rate borrowings.

Credit risk

Credit risk consists mainly of cash deposits, cash equivalents and trade debtors. The group only deposits cash with major banks with high quality credit standing and limits exposure to any one counterparty.

The credit quality of tenants is assessed by taking into account their financial position, past experience and performing a credit verification before a property is let. The group only lets property to tenants who are considered to be creditworthy. In addition, the trade receivables age analysis is reviewed on a daily basis with the intention of minimising the group’s exposure to bad debts. Deposits or bank guarantees are also held in most instances to further minimise the group’s exposure to bad debts. Trade receivables that are neither past due nor impaired are considered to be of high credit quality accompanied by an insignificant default rate.

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was:

Financial instruments

30 September 2013

R

31 March 2013

R

29 February 2012

R

28 February 2011

R

Trade and other receivables 882 072 621 943 808 786 1 134 269

Cash and cash equivalents 4 507 182 1 360 206 9 869 663 231 521

27. BUSINESS COMBINATIONS

Acquisition of Safari Investments Namibia Proprietary Limited (previously Swakopmund Waterfront Property Company Proprietary Limited)

On 31 October 2010 Safari Investments (RSA) Limited (“the company”) acquired 100% of the issued share capital of Safari Investments Namibia Proprietary Limited for a cash payment of R16 000 000.

Safari Investment Namibia Proprietary Limited owns various erven which will be developed.

By acquiring Safari Investments Namibia Proprietary Limited, the company is building scale in its retail division.

30 September 2013

R

31 March 2013

R

29 February 2012

R

28 February 2011

R

Fair value of assets acquired and liabilities assumedInvestment property – – – 16 000 000

Acquisition date fair value of consideration paidCash – – – (16 000 000)

129

28. EARNINGS PER SHARE

30 September 2013

31 March 2013

29 February2012

28 February2011

Earnings used in the calculation of basic and headline earnings per share from continuing operations (R) 15 174 099 47 165 902 89 175 732 53 819 060

Ordinary shares in issue 103 790 357 72 490 371 69 187 243 63 611 717

Weighted average number of ordinary shares 79 121 213 70 827 290 66 014 902 62 196 439

Headlineearningsfromcontinuingoperations (R) 20 158 735 14 593 690 27 621 371 23 052 153

Headline earnings per share (cents)

From continuing operations 25,48 20,6 41,84 37,06

Diluted headline earnings per share (cents)

From continuing operations 25,48 20,6 41,84 37,06

Basic and diluted earnings per share (cents)

From continuing operations 19,18 67,02 135,08 86,53

Headline earnings reconciliation (R)

Basic earnings 15 174 099 47 165 902 89 175 732 53 819 060

Gains and losses from the adjustment to the fairvalueofnon-currentassets 6 127 395 (45 932 953) (67 618 859) (35 775 473)

Tax effect (1 142 759) 8 034 190 6 064 498 5 008 566

Change in deferred tax due to change in tax rate – 5 326 551 – –

Headline earnings from continuing operations 20 158 735 14 593 690 27 621 371 23 052 153

29. NET ASSET VALUE PER SHARE

30 September 2013

R

31 March 2013

R

29 February 2012

R

28 February 2011

R

Total assets 1 151 172 383 1 099 571 716 880 469 256 732 753 162

Total liabilities 379 664 102 490 480 786 342 937 412 386 073 366

Net asset value 771 508 281 609 090 930 537 531 844 346 679 796

Ordinary shares in issue 103 790 357 72 490 371 69 187 243 63 611 717

Net asset value per share (in cents) 743,33 840,24 776,92 544,99

Tangible net asset value (in cents) 743,33 840,24 776,92 544,99

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30. SEGMENTAL REPORTING

The group classifies the following main segments, which is consistent with the way in which the group reports internally:

• Atlyn

• Mamelodi

• Thabong

• Namibia

Segment results, net assets, include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

AtlynR

MamelodiR

ThabongR

NamibiaR

GroupR

30 September 2013

Turnover (external) 19 034 824 30 677 893 11 872 671 – 61 585 388

Reportable segment profit before investment revenue, fair value adjustments and finance costs 12 680 338 24 397 990 3 447 623 (281 084) 40 244 867

Unallocated reportable segment profit before investment revenue, fair value adjustments and finance costs – – – – 433 075

Profit before investment revenue, fair value adjustments, and finance costs 40 677 942

Segment assets and liabilities

Segment assets 366 771 425 450 524 398 244 161 010 78 486 606 1 139 961 439

Unallocated assets 11 210 944

Total assets 1 151 172 383

Segment liabilities 2 586 438 2 748 541 1 616 563 48 797 7 000 339

Unallocated liabilities 372 663 769

Total liabilities 379 664 102

Other segment items

Interest revenue (external) 1 863 4 877 2 363 1 812 10 915

Unallocated interest revenue 89

Investment revenue 11 004

Fair value adjustments (2 619 877) 3 349 017 (7 768 840) 912 305 (6 127 395)

Interest expense

Unallocated interest expense

Finance costs 14 617 596

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AtlynR

MamelodiR

ThabongR

NamibiaR

GroupR

31 March 2013

Turnover (external) 33 135 485 48 722 352 20 043 128 – 101 900 965

Reportable segment profit before investment revenue, fair value adjustments and finance costs 11 967 505 35 214 164 7 721 407 (423 678) 54 479 397

Unallocated reportable segment profit before investment revenue, fair value adjustments and finance costs – – – – (3 740 431)

Profit before investment revenue, fair value adjustments and finance costs 50 738 966

Segment assets and liabilities

Segment assets 353 546 760 431 995 372 238 289 200 70 020 284 1 093 851 616

Unallocated assets – – – – 6 020 100

Total assets 353 546 760 431 995 372 238 289 200 70 020 284 1 099 871 716

Segment liabilities 1 929 920 2 396 440 1 564 982 – 5 891 343

Unallocated liabilities – – – – 484 589 443

Total liabilities 1 929 920 2 396 440 1 564 982 – 490 480 786

Other segment items

Interest revenue (external) 6 455 4 685 5 249 – 16 389

Unallocated interest revenue – – – – 142 383

Investment revenue 158 772

Fair value adjustments 22 689 399 (12 959 618) 3 149 567 45 932 953

33 053 605

Interest expense – – 6 586 – 6 586

Unallocated interest expense 30 375 152

Finance costs 30 381 738

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AtlynR

MamelodiR

ThabongR

NamibiaR

GroupR

29 February 2012

Turnover (external) 26 244 285 31 830 772 15 852 339 – 73 927 396

Reportable segment profit before investment revenue, fair value adjustments and finance costs 21 814 298 21 372 385 11 667 801 – 54 854 484

Unallocated reportable segment profit before investment revenue, fair value adjustments and finance costs – – – – (1 846 443)

Profit before investment revenue, fair value adjustments and finance costs – – – – 53 008 041

Segment assets and liabilities

Segment assets 275 300 731 375 781 140 176 044 291 43 000 000 870 126 161

Unallocated assets – – – – 10 343 095

Total assets 275 300 731 375 781 140 176 044 291 43 000 000 880 469 256

Segment liabilities 2 354 631 842 912 1 009 751 – 4 207 294

Unallocated liabilities – – – – 338 730 118

Total liabilities – – – – 342 937 412

Other segment items

Interest revenue (external) 11 635 3 521 6 344 – 21 500

Unallocated interest revenue – – – – 66 324

Investment revenue – – – – 87 824

Fair value adjustments 13 718 205 17 812 562 11 787 074 24 301 018 67 618 859

Finance costs (all unallocated) – – – – 16 184 129

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AtlynR

MamelodiR

ThabongR

NamibiaR

GroupR

28 February 2011

Turnover (external) 25 551 217 25 133 420 17 458 633 – 68 143 270

Reportable segment profit before investment revenue, fair value adjustments and finance costs 20 417 128 17 005 819 9 680 813 – 47 103 761

Unallocated reportable segment profit before investment revenue, fair value adjustments and finance costs – – – – (1 046 543)

Profit before investment revenue, fair value adjustments and finance costs 46 057 218

Segment assets and liabilities

Segment assets 260 544 732 290 235 508 164 249 230 16 166 139 731 195 608

Unallocated assets – – – – 1 557 554

Total assets 260 544 732 290 235 508 164 249 230 16 166 139 732 753 162

Segment liabilities 785 825 676 934 908 345 – 2 371 103

Unallocated liabilities – – – – 383 702 263

Total liabilities 785 825 676 934 908 345 – 386 073 366

Other segment items

Interest revenue 5 885 2 643 5 520 – 14 047

Unallocated interest revenue – – – – 758

Investment revenue 14 805

Fair value adjustments 11 920 340 15 745 733 8 109 400 – 35 775 473

Finance costs (all unallocated) 14 386 643

Property information

Name

Valuation on 30 September

2013R

Acquisition price

R

% of total acquisition

price

1 Atlyn Centre 321 700 000 302 780 471 32,44

2 Erf 9043 – 9045 32 400 000 12 561 700 1,35

3 Maunde Street 15 442 255 7 420 701 0,80

4 Mamelodi Crossing 450 900 000 410 411 053 44,98

5 Sebokeng 243 900 000 162 004 684 17,36

6 Swakopmund Waterfront 57 025 262 38 036 372 4,08

1 121 367 517 933 214 981 100,00

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Name Title deed Location Property type Region

1 Atlyn Centre Stand 16248 Atteridgeville Ext 25

Cnr. Khoza and Mankopane Streets Atteridgeville Ext 25

Regional shopping centre and secure on site vehicle parking

Gauteng

2 Erf 9043 – 9045 Stands 9043, 9044 and 9045. Atteridgeville, Ext 5

Situated on the cnrs. of Lengau Tlou, Lepogo and Church Streets Atteridgeville Ext 5

Vacantland Gauteng

3 Maunde Street Portion 495 (a portion of Remainder of Portion 294) of the Farm Pretoria Town and Townlands 351 JR

Maunde Street Atteridgeville Ext 45

Vacantland Gauteng

4 Mamelodi Crossing Stand 19265 Mamelodi and Stand 40827 Mamelodi, Ext 13

Cnr. of Stormvoël and Maphalla Drive, Mamelodi

Regional shopping centre and secure on site vehicle parking

Gauteng

5 Sebokeng Stands 103, 105, 106 and 74995. Sebokeng, Unit 10, Ext 1

Moshoeshoe Street, Sebokeng Unit 10, Ext 1

Community shopping centre and secure on-sitevehicleparking

Gauteng

6 Swakopmund Waterfront

Consolidated Stand 71 Swakopmund Waterfront

Albatros Street Swakopmund Namibia

Vacantland Namibia

Name

Acquisition price

R

Acquisition price – land

R

Acquisition price –

Building (development

costs) R

Acquisition date – land

R

1 Atlyn Centre 302 780 471 11 378 895 291 401 576 06/09/2005

2 Erf 9043 – 9045 12 561 700 12 561 700 – 23/01/2013

3 Maunde Street 5 078 446 4 000 000 1 078 446 16/11/2012

4 Mamelodi Crossing 410 411 053 18 525 223 391 912 830 30/04/2004

5 Sebokeng 148 235 844 5 622 745 142 613 099 10/11/2006

6 Swakopmund Waterfront 33 379 429 16 000 000 17 739 429 12/11/2010

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Name

Marketvalue

RDate of

valuation Valuer Zoning

1 Atlyn Centre 321 700 000 31/08/2013 Mills Fitchet n/a

2 Erf9043-9045 32 400 000 29/05/2013 Mills Fitchet n/a

3 Maunde Street 15 442 255 29/05/2013 Mills Fitchet n/a

4 Mamelodi Crossing 450 900 000 31/08/2013 Mills Fitchet n/a

5 Sebokeng 243 900 000 31/08/2013 Mills Fitchet n/a

6 Swakopmund Waterfront 57 025 262

10/06/2013 and

11/06/2013 Mills Fitchet n/a

NameGLA

m2

Vacancy m2

Weighted average

gross rental/m2

Freehold/ Leasehold

Age of building

years

1 Atlyn Centre 39 680 0 94,46 Freehold 7

2 Erf 9043 – 9045 n/a as vacant land

n/a as vacant land

n/a as vacant land

Freehold n/a as vacant land

3 Maunde Street n/a as vacant land

n/a as vacant land

n/a as vacant land

Freehold n/a as vacant land

4 Mamelodi Crossing 42 200 0 115,48 Freehold 10

5 Sebokeng 27 273 0 88,58 Freehold 6

6 Swakopmund Waterfront

n/a as vacant land

n/a as vacant land

n/a as vacant land

Freehold a n/a as vacant land

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Annexure 11

ACCOUNTING POLICIES OF SAFARI

1. PRESENTATION OF ANNUAL FINANCIAL STATEMENTS

The group financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) for the 13 months ended 31 March 2013 and the 12 months ended 28 February 2012 and 28 February 2011. The annual financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB), SAICA’s Financial Reporting Guides as issued by the Accounting Practices Committee (APB) and the Companies Act of South Africa.

Thereviewedgroupfinancialresultsforthesix-monthperiodended30September2013havebeenpreparedinaccordancewith the International Accounting Standard IAS 34 Interim Financial Reporting, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee, the Listings Requirements of the Johannesburg Stock Exchange (JSE), Financial Pronouncements as issued by the Financial Reporting Standards Council and the Requirements of the South African Companies Act.

The financial statements have been prepared on the historical cost basis, except as discussed in the accounting policies below. They are presented in South African rands.

The accounting policies have been applied consistently throughout all periods presented complying with each IFRS effective at the end of 31 March 2013, with the exception of the transitional arrangements set out per 1.1 below or the new standards effective for the six months ended 30 September 2013 under review as disclosed per note 1.2 below.

Thechangesresultingfromthefirst-timeadoptionofIFRSaresetoutinnote3ofAnnexure 10.

1.1 Transitional arrangements

Attransitiondate,IFRS1First-timeAdoptionofInternationalFinancialReportingStandardsallowsanumberofexemptions to the retrospective application principle on adoption of IFRS. The group has taken advantage of the following optional exemption from full retrospective application:

• ThegroupmadeanelectionnottorestateacquisitionspriortothedateoftransitiontoIFRS.

1.2 Application of new and revised standards

The accounting policies adopted are consistent with those applied in the prior year except for the following new and revised standards applicable for the interim review period 30 September 2013 for which full disclosure are expected to be reflected in the group annual financial statements as at 31 March 2014.

Safari adopted the following new standards for purposes of preparing the interim financial information for the six month period ended 30 September 2013:

IAS 1 Presentation of Financial Statements

As a result of the amendments to IAS 1, the group has modified the presentation of items of other comprehensive income in the reviewed condensed group statement of comprehensive income, to present separately: items that could be reclassified to profit or loss in the future from those that could never be. Comparative information has alsobeenre-presentedaccordingly.TheadoptionoftheamendmenttoIAS1hasnoimpactontherecognisedassets, liabilities and comprehensive income of the group.

IFRS 10 Consolidated Financial Statements

This standard replaces the consolidation sections of IAS 27 Consolidated and Separate Financial Statements and SIC 12 Consolidation – Special Purpose Entities. The standard sets out a new definition of control, which exists only when an entity is exposed to, or has rights to, variable returns from its involvement with the entity, and has the ability to effect those returns through power over the investee.

IAS 27 Separate Financial Statements

Consequential amendment as a result of IFRS 10. The amended Standard now only deals with separate financial statements.

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IFRS 12 Disclosure of Interests in Other Entities

The standard sets out disclosure requirements for investments in subsidiaries, associates, joint ventures and unconsolidated structured entities. The disclosures are aimed to provide information about the significance and exposure to risks of such interests. The most significant impact is the disclosure requirement for unconsolidated structured entities or off balance sheet vehicles.

IFRS 13 Fair Value Measurement

IFRS 13 establishes a single framework for measuring fair value and recording the disclosure thereof, when such measurements are required or permitted by other IFRS. In particular, it unifies the definition of fair values as the price at which an orderly transaction to sell an asset or to transfer a liability would take place between market participants at the measurement date. It also replaces and expands the disclosure requirements on fair value measurements in other IFRS, including IFRS 7 Financial Instruments: Disclosures. Some of these disclosures are specifically required in interim financial statements. IFRS 13 is a new standard that sets out guidance on the measurement and disclosure of items measured at fair value in terms of IFRS, requiring that in measuring fair value maximum use of relevant observable inputs be made.

There was no material impact on the interim financial statements identified based on management’s assessment of these standards.

1.3 Consolidation

Basis of consolidation

The consolidated annual financial statements incorporate the annual financial statements of the company and the subsidiary, which is controlled by the company.

Control exists when the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of the subsidiary are included in the consolidated annual financial statements from the effective date of acquisition to the effective date of disposal.

Adjustments are made when necessary to the annual financial statements of the subsidiary to bring accounting policies in line with those of the company.

Allintra-companytransactions,balances,incomeandexpensesareeliminatedinfullonconsolidation.

Business combinations

The group accounts for business combinations using the acquisition method of accounting. The cost of the business combination is measured as the aggregate of the fair values of the assets given, liabilities incurred or assumed, and equity instruments issued. Costs directly attributable to the business combination are expensed as incurred, except the costs to issue debt which are amortised as part of the effective interest and costs to issue equity which are included in equity.

Contingent consideration is included in the cost of the business combination at fair value as at the date of acquisition. Subsequent changes to the assets, liabilities or equity which arise as a result of the contingent consideration are not effected against goodwill, unless they are valid measurement period adjustments.

The acquiree’s identifiable assets, liabilities and contingent liabilities which meet the recognition conditions of IFRS3BusinessCombinationsare recognisedat their fair valuesatacquisitiondate,except fornon-currentassets(ordisposalcompany)thatareclassifiedasheld-for-saleinaccordancewithIFRS5Non-currentAssetsHeld-for-SaleandDiscontinuedOperations,whicharerecognisedatfairvaluelesscoststosell.

Contingent liabilities are only included in the identifiable assets and liabilities of the acquiree where there is a present obligation at acquisition date.

On acquisition, the group assesses the classification of the acquiree’s assets and liabilities and reclassifies them where the classification is inappropriate for group purposes. This excludes lease agreements and insurance contracts, whose classification remains as per their inception date.

1.4 Significant judgements and sources of estimation uncertainty

In preparing the annual financial statements, management is required to make estimates and assumptions that affect the amounts represented in the annual financial statements. Use of available information and the application of judgement is inherent in the formation of estimates. Actual results in the future could differ from these estimates which may be material to the annual financial statements. Significant judgements include:

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Impairment testing

Therecoverableamountsofcash-generatingunitsand individualassetshavebeendeterminedbasedonthehigherofvalue-in-usecalculationsandfairvalueslesscoststosell.Thesecalculationsrequiretheuseofestimatesand assumptions.

The company reviews and tests the carrying value of assets when events or charges in circumstances suggest that the carrying amount may not be recoverable. Assets are grouped at the lowest level for which identifiable cash flows are largely independent of cash flows of other assets and liabilities. If there are indications that impairment may have occurred, estimates are prepared of expected future cash flows for each group of assets.

Expected manner of realisation for deferred tax

Deferred tax is provided for on the fair value adjustment properties based on the expected manner of recovery, i.e. sale. The manner of recovery affects the rate used to determine the deferred tax liability. Refer note 14 – Deferred tax.

Taxation

Judgement is required in determining the provision for income taxes due to the complexity of legislation. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax provisions in the period in which such determination is made.

The company recognises the net future tax benefit related to deferred income tax assets to the extent that it is probable that the deductible temporary differences will reverse in the foreseeable future. Assessing the recoverability of deferred income tax assets requires the company to make significant estimates related to expectations of future taxable income. Estimates of future taxable income are based on forecast cash flows from operations and the application of existing tax laws in each jurisdiction. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the company to realise the net deferred tax assets recorded at the end of the reporting period could be impacted.

Fair value determination in business combinations

IFRS 3 requires all assets, liabilities and contingent liabilities to be measured at fair value when accounting for business combinations. The group makes use of various valuation methodologies in determining these fair values,includingtheuseofreputableindependentvaluers.Valuationsareinherentlysubjective,andrequireuseof judgement.

Inventory

Of the property in Swakopmund (Erf 71), 30% is recognised as inventory. The reason for the classification as inventory is that the development on this part of the property will be sold as either a hotel or residential units.

1.5 Investment property

Investment property consists of land and buildings, installed equipment and undeveloped land held to earn rental income for the long term and subsequent capital appreciation. Investment property is recognised as an asset when, and only when, it is probable that the future economic benefits that are associated with the investment property will flow to the enterprise, and the cost of the investment property can be measured reliably.

Investment property is initially recognised at cost. Direct costs relating to major capital projects are capitalised until the properties are brought into commercial operation. Where a property is under construction with the purposeofholdingthecompletedpropertyforlong-termrentalyieldsorcapitalappreciation,suchpropertyisclassified as investment property under construction. Costs include costs incurred initially and costs incurred subsequently to add to, or to replace a part of or service a property. If a replacement part is recognised in the carrying amount of the investment property, the carrying amount of the replaced part is derecognised.

Subsequent to initial recognision, investment properties are measured at their fair value. Investment property is maintained, upgraded and refurbished, where necessary, in order to preserve or improve the capital value as far as it is possible to do so. Maintenance and repairs which neither materially add to the value of the properties nor prolong their useful lifes are charged against profit or loss.

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Fair value

Subsequenttoinitialmeasurementinvestmentpropertyismeasuredatfairvaluelessstraight-lineleaseincomeadjustment.

A gain or loss arising from a change in fair value is included in profit or loss for the period in which it arises.

Derecognition

The investment properties are derecognised on disposal or when it is permanently withdrawn from use and no future economic benefits are expected from its disposal.

Development properties

Properties under development comprises the costs of the land and development and is stated at fair value. If the fair value cannot be reasonably determined it is stated at cost and is not depreciated. Investment property acquired that required development is transferred from investment properties to properties under development when development commences. On completion of the development these properties will become part of the investment properties. The provisions of IAS 40 regarding investment properties and IAS 23 regarding borrowing costs is applied.

1.6 Financial instruments

Classification

The company classifies financial assets and financial liabilities into the following categories:

• Loansandreceivables;and

• Financialliabilitiesmeasuredatamortisedcost.

Classification depends on the purpose for which the financial instruments were obtained or incurred and takes place at initial recognition. Classification is reassessed on an annual basis.

Initial recognition and measurement

Financial instruments are recognised initially when the group becomes a party to the contractual provisions of the instruments.

The company classifies financial instruments, or their component parts, on initial recognition as a financial asset, a financial liability or an equity instrument in accordance with the substance of the contractual arrangement.

Financial instruments are measured initially at fair value, less transaction costs to sell.

Subsequent measurement

Loans and receivables are subsequently measured at amortised cost, using the effective interest method, less any accumulated impairment losses.

Financial liabilities at amortised cost are subsequently measured at amortised cost, using the effective interest method.

Derecognition

Financial assets are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the group has transferred substantially all risks and rewards of ownership.

Financial liabilities are derecognised when the obligation under the liability is discharged, cancelled or expired.

Impairment of financial assets

At each reporting date the group assesses all financial assets, to determine whether there is objective evidence that a financial asset or group of financial assets has been impaired.

For amounts due to the group, significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy and default of payments are all considered objective indicators of impairment.

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Impairment losses are recognised in profit or loss.

Impairment losses are reversed when an increase in the financial asset’s recoverable amount can be related objectively to an event occurring after the impairment was recognised, subject to the restriction that the carrying amount of the financial asset at the date that the impairment is reversed shall not exceed what the carrying amount would have been, had the impairment not been recognised.

Reversals of impairment losses are recognised in profit or loss.

Where financial assets are impaired through use of an allowance account, the amount of the loss is recognised in profit or loss within operating expenses. When such assets are written off, the write off is made against the relevant allowance account. Subsequent recoveries of amounts previously written off are credited against operating expenses.

Trade and other receivables

Trade and other receivables are classified as loans and receivables. Irrecoverable amounts are recognised in profit or loss when there is objective evidence that the asset is impaired. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments are considered indicators that the trade receivable is impaired. Subsequent recoveries of amounts previously written off are recognised in profit and loss.

Trade and other payables

Trade and other payables are classified as financial liabilities at amortised cost.

Cash and cash equivalents

Cashandcashequivalentscomprisecashonhandanddemanddepositsandothershort-termhighly liquidinvestments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These are classified as loans and receivables.

Bank overdraft and borrowings

Bank overdrafts and borrowings are classified as financial liabilities at amortised cost. Any difference between the proceeds (net of transaction costs) and the settlement or redemption of borrowings is recognised over the term of the borrowings in accordance with the group’s accounting policy for borrowing costs.

Linked units

Linked units issued are initially recognised at fair value. The fair value is then allocated to share capital and shareholder loans. Shareholder loans are classified as financial liabilities at amortised cost and are discounted as per note 12.

1.7 Tax

Current tax assets and liabilities

Current tax for current and prior periods is to the extent unpaid, recognised as a liability. If the amount already paid in respect of current and prior periods exceeds the amount due for those periods, the excess is recognised as an asset.

Current tax liabilities (assets) for the current and prior periods are measured at the amount expected to be paid to (recovered from) the tax authorities, using the tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax assets and liabilities

A deferred tax liability is recognised for all taxable temporary differences, except to the extent that the deferred tax liability arises from the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction, affects neither accounting nor taxable profit (tax loss).

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A deferred tax asset is recognised for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilised. A deferred tax asset is not recognised when it arises from the initial recognition of an asset or liability in a transaction that is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss).

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Tax expenses

Current and deferred taxes are recognised as income or an expense and included in the profit or loss for the period, except to the extent that the tax arises from:

• atransactionoreventwhichisrecognised,inthesameoradifferentperiod,toeithercomprehensiveincome;or

• abusinesscombination.

Current tax and deferred taxes are charged or credited to other comprehensive income if the tax relates to items that are credited or charged, in the same or a different period, to other comprehensive income.

Current tax and deferred taxes are charged or credited directly to equity if the tax relates to items that are credited or charged, in the same or a different period, directly in equity.

1.8 Leases

A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership. A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership.

Operating leases – lessor

Operatingleaseincomeisrecognisedasanincomeonastraight-linebasisovertheleaseterm.

Initial direct costs incurred in negotiating and arranging operating leases are added to the carrying amount of the leased asset and recognised as an expense over the lease term on the same basis as the lease income.

Income for leases is disclosed under revenue in profit or loss.

1.9 Inventory

Inventory is measured at the lower of cost and net realisable value. Cost includes all expenses directly attributable to the construction process, development costs, as well as suitable portions of borrowing costs on normal operating capacity.

Net realisable value is the estimated selling price in the ordinary course of business less any applicable selling expenses.

1.10 Share capital and equity

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities.

1.11 Revenue

The company earns revenue from the rental of the investment property.

Revenue from rental agreements is recognised in accordance with the accounting policy for operating leases.

Interest is recognised, in profit or loss, using the effective interest rate method.

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1.12 Borrowing costs

All borrowing costs are recognised as an expense in the period in which they are incurred as there are no assets that qualify for capitalisation.

1.13 Segment reporting

An operating segment is a component of an entity that engages in business activities from which it may earn revenues or incur expenses for which discrete financial information is available and whose operating results are regularly reviewed by the entity’s chief operating decision maker. The segment’s assets and liabilities comprise those operating assets and liabilities that are directly attributable to the segment or can be allocated to the segment on a reasonable basis.

The group’s operating segments are reported based on the location of every property within the group.

The measurement policies the group uses for segment reporting under IFRS 8 are the same as those used in the financial statements.

1.14 Earnings per share

The group presents basic and diluted earnings per share (EPS) for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to the ordinary shareholders by the weighted average number of ordinary shares in issue during the period. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares in issue for the dilutive effects of all share options granted.

The calculation of headline earnings per share is based on the net profit attributable to equity holders of the parent,afterexcludingall itemsofanon-tradingnature,dividedbytheweightedaveragenumberofordinaryshares in issue during the year. The presentation of headline earnings is not an IFRS requirement, but is required by the JSE Limited and Circular 3 of 2012.

2. NEW STANDARDS AND INTERPRETATIONS

2.1 Standards and interpretations not yet effective

The company has chosen not to early adopt the following standards and interpretations, which have been published and are mandatory for the company’s accounting periods beginning on or after 1 October 2013 or later periods:

IAS 32 Financial Instruments – Presentation (amendments)

The amendments clarify that an entity currently has a legally enforceable right to set off if that right is not contingent on a future event, and is enforceable both in the normal course of business and in the event of default, insolvency or bankruptcy of the entity and all counterparties. The amendments further clarify that gross settlement is equivalent to net settlement if, and only if, the gross settlement is equivalent to net settlement if, and only if, the gross settlement is equivalent to net settlement if, and only if, the gross settlement mechanism has features that eliminate or result in insignificant credit and liquidity risk, and process receivables and payables in a single settlement process or cycle The effective date of the amendment is for years beginning on or after 1 January 2014. The company expects to adopt the amendment for the first time in the 2014 financial statements. The amendment will be applied retrospectively. The impact of the standard is currently being assessed.

IFRS 9 Financial instruments

This new standard is the first phase of a three phase project to replace IAS 39 Financial Instruments: Recognition and Measurement. To date, the standard includes chapters for classification, measurement and derecognition of financial assets and liabilities. The following are main changes from IAS 39:

• Financialassetswillbecategorisedasthosesubsequentlymeasuredatfairvalueoratamortisedcost.

• Financialassetsatamortisedcostare thosefinancialassetswhere thebusinessmodel formanaging theassets is to hold the assets to collect contractual cash flows (where the contractual cash flows represent payments of principal and interest only). All other financial assets are to be subsequently measured at fair value.

• Undercertaincircumstances,financialassetsmaybedesignatedasatfairvalue.

143

• For hybrid contracts, where the host contract is an asset within the scope of IFRS 9, then the wholeinstrument is classified in accordance with IFRS 9, without separation of the embedded derivative. In other circumstances, the provisions of IAS 39 still apply.

• Voluntary reclassificationof financialassets isprohibited.Financialassetsshallbe reclassified if theentitychanges its business model for the management of financial assets. In such circumstances, reclassification takes place prospectively from the beginning of the first reporting period after the date of change of the business model.

• Financialliabilitiesshallnotbereclassified.

• Investmentsinequityinstrumentsmaybemeasuredatfairvaluethroughothercomprehensiveincome.Whensuch an election is made, it may not subsequently be revoked, and gains or losses accumulated in equity are not recycled to profit or loss on derecognition of the investment. The election may be made per individual investment.

• IRFS9doesnotallowforinvestmentsinequityinstrumentstobemeasuredatcost.

• Theclassificationcategoriesforfinancial liabilitiesremainunchanged.However,whereafinancial liability isdesignated as at fair value through profit or loss, the change in fair value attributable to changes in the liability’s credit risk shall be presented in other comprehensive income. This excludes situations where such presentation will create or enlarge an accounting mismatch, in which case, the full fair value adjustment shall be recognised in profit or loss.

The effective date of the standard is for years beginning on or after 1 January 2015.

The company expects to adopt the standard for the first time in the 2015 annual financial statements.

It is unlikely that the standard will have a material impact on the company’s annual financial statements.

IFRS 7 Financial Instruments: Disclosures

Amendment: Mandatory effective date for offsetting Financial Assets and Financial Liabilities amendment deferred to the year that IFRS 9 is first applied.

The effective date of the amendment is for years beginning on or after 1 January 2015.

The company expects to adopt the amendment for the first time in the 2016 annual financial statements.

It is unlikely that the amendment will have a material impact on the company’s annual financial statements.

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Annexure 12

INDEPENDENT REPORTING ACCOUNTANTS’ REPORT ON THE HISTORICAL FINANCIAL INFORMATION OF SAFARI

“The directorsSafari Investments RSA Limited420 Friesland LaneLynnwoodPretoria0081South Africa

INDEPENDENT REPORTING ACCOUNTANTS’ REPORT ON THE HISTORICAL FINANCIAL INFORMATION OF SAFARI INVESTMENTS LIMITED AND ITS SUBSIDIARY (“THE GROUP”)

Introduction

Atyourrequest,wepresentourReportingAccountant’sReportontheConsolidatedHistoricalFinancial Informationofthegroupforthetwoyearsended28February2011,28February2012,the13-monthperiodended31March2013andthesixmonthsended30September2013(the“HistoricalFinancialInformation”)forinclusioninthepre-listingstatementtobedatedonorabout28March2014(“pre-listingstatement”).Thisreportisrequiredforthepurposesofcomplyingwithsection8.48ofthe Listings Requirements of the JSE Limited (the “JSE Listings Requirements”) and is given for the purpose of complying with those requirements and for no other purpose. We are the independent auditors of the company.

To the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with the Listings Requirements and consenting to its inclusion in thepre-listingstatement.

Responsibility of the directors

Thedirectorsof thecompanyareresponsible for thecompilation,contentsandpreparationof thepre-listingstatement inaccordance with the Listings Requirements. The directors are also responsible for the fair presentation in accordance with International Financial Reporting Standards (“IFRS”), the SAICA Financial Reporting Guides, as issued by the Accounting Practices Committee and Financial Pronouncements as issued by the Financial Reporting Standards Council and the requirements of the Companies Act of the consolidated historical financial information contained therein to which this Independent Reporting Accountant’s Report relates, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatements, whether due to fraud or error.

Historical financial information subjected to audit or review

We have audited the consolidated historical financial information for the two years ended 28 February 2011 and 28 February 2012 and 13 months ended 31 March 2013 and reviewed the consolidated historical information for the six months ended 30September2013,attachedasAppendix10tothepre-listingstatementtobedatedonorabout28March2014,preparedin accordance with IFRS and in compliance with the JSE Listings Requirements.

Responsibility of the independent reporting accountants on the consolidated historical financial information for the three years ended 31 March 2013

Our responsibility is to express an audit opinion on the consolidated historical financial information for the two years ended 28 February 2011 and 28 February 2012 and the 13 months ended 31 March 2013 and to express a review opinion on the financial information for the six months ended 30 September 2013 all included in Annexure 10 tothepre-listingstatementbased on our procedures.

Scope of audit

We conducted our audit of the consolidated historical financial information for the two years ended 28 February 2011 and 29 February 2012 and the 13 months ended 31 March 2013 in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated historical financial information is free from material misstatement.

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An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated historical financial information for the two years ended 28 February 2011 and 29 February 2012 and the 13 months ended 31 March 2013. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the consolidated historical financial information, whether due to fraud or error.

In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated historical financial information for the two years ended 28 February 2011 and 29 February 2012 and the 13 months ended 31 March 2013 in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control.

An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated historical financial information for the two years ended 28 February 2011 and 29 February 2012 and the 13 months ended 31 March 2013.

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

Scope of review

We conducted our review of the financial information for the period ended 30 September 2013 in accordance with the International Standard on Review Engagements 2410 (ISRE 2410) – Review of Interim Financial Information performed by the Independent Auditor of the Entity.

The standard requires that we plan and perform the review and conclude whether anything has come to our attention that causes us to believe that the interim financial statement are not prepared in all material respects in accordance with the applicable accounting framework. This standard also requires us to comply with relevant ethical requirements. A review of interim financial statements in accordance with ISRE 2410 is a limited assurance engagement. We perform procedures, primarily consisting of making inquiries of management and others within the group, as appropriate, and applying analytical procedures, and evaluate the evidence obtained.

The procedures performed in a review are substantially less than and differ in nature from those performed in an audit conducted in accordance with International Standards of Auditing. Accordingly, we do not express an audit opinion on the interim financial statements.

Audit opinion on consolidated historical financial information for the two years ended 28 February 2011 and 29 February 2012 and the 13 months ended 31 March 2013

In our opinion, the consolidated historical financial information for the two years ended 28 February 2011 and 28 February 2012 and the 13 months ended 31 March 2013 consisting of the consolidated financial position of Safari Investments RSA Limited and its consolidated financial performance and its consolidated cash flows for the two years ended 28 February 2011 and28February2012andthe13monthsended31March2013includedinthepre-listingstatementhasbeenprepared,inall material respects, in accordance with IFRS, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee, Financial Pronouncements as issued by the Financial Reporting Standards Council and the requirements of the Companies Act of South Africa and the JSE Listings Requirements.

Review opinion for the period ended 30 September 2013

Based on our review, nothing has come to our attentions that causes us to believe that the historical information of Safari for the period ended 30 September 2013 included in Annexure 10 is not fairly presented, in all material respects in accordance with IFRS, IAS 34 Interim Financial Reporting, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and the Financial Pronouncements as issued by the Financial Reporting Standards Council and the requirements of the Companies Act of South Africa and the JSE Listings Requirements.

MazarsRegistered Auditor

Shaun VorsterChartered Accountant (SA)Registered Auditor

27 March 20145 St Davids Place, Parktown”

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Annexure 13

SUMMARY OF THE DEVELOPMENT AGREEMENTS

The following are salient features of the various development agreements. The development agreements are available for inspectionintermsofparagraph29ofthispre-listingstatement.Pleasenotethatthesummaryoftheseagreementsdoesnot provide the full details regarding the agreements and should not be read and considered in isolation. For a thorough understanding of the development agreements, applicants should read and consider each agreement in its entirety.

1. OVERVIEW OF AND RATIONALE FOR DEVELOPMENT AGREEMENTS

1.1 HistoricallySafariDevelopmentshasbeenthedevelopmentagentwhofacilitatednewinvestmentopportunitiesfor the shareholders of Safari, Safari Atteridgeville and Safari Pretoria. In the absence of permanent staff in Safari to generate these opportunities, Safari Developments will remain the development agent until a decision to the contrary is taken by the board.

1.2 Subsequent to the amalgamation transaction entered into between Safari, Safari Atteridgeville and Safari Pretoria, Safari has stepped into the shoes of Safari Atteridgeville and Safari Pretoria in respect of the development agreements entered into between Safari Developments and these two companies.

1.3 The duties of Safari Developments (as development agent) includes, among other things, on behalf of Safari to:

1.3.1 identify, plan and implement new development opportunities on the principle of minor risk to Safari;

1.3.2 generate and package new investment opportunities at market related investment rates;

1.3.3 propose and develop extensions and refurbishment to existing assets;

1.3.4 identify and secure funding and investors; and

1.3.5 advance Safari’s equity in the market as needed.

1.4 Risk is removed to a great extent from Safari through the development agent who only offers a development as an investment to Safari when a certain level of lease undertakings has been reached. The minimum is set at 80% of gross leasable area.

1.5 The directors of Safari Developments are also directors of Safari and beneficial shareholders in Safari, therefore having a mutual interest in the success and performance of both companies. The expenditure of any development fees and construction works is managed against a fixed development fee on competitive market related terms and conditions as set out in each development agreement.

2. ATLYN PHASE 4 DEVELOPMENT AGREEMENT

2.1 In June 2011 Safari Developments and Safari entered into a development agreement, the salient terms of which are set out below:

Project The development of Phase 4, Block J of Atlyn Shopping Centre on Erf 16428 Atteridgeville Ext 25

Building The shopping centre to be erected materially in accordance with the plans and which is to be known as Atteridgeville Phase 4, Block J

Commencement date 1 February 2012

Completion date 31 January 2013

Development cost R31 500 000 + R4 500 000 (Addendum) = R36 000 000

2.1.1 Safari Developments is appointed as development agent of Safari for the development of Phase 4 of the Atlyn Shopping Centre.

2.1.2 Safari Developments commenced with the project once 80% of the retail leasable area in the building was leased.

2.1.3 Safari Developments guarantees that the development costs shall not exceed the amount of R36000000(thirty-sixmillionrand).Anyshortageinrespectofthedevelopmentcoststhatmayoccurshall be paid by Safari Developments in order to ensure that the project is completed.

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2.1.4 Safari Developments is obliged to complete the shopping centre in accordance with the plans which shall on the completion date contain an extension of the leasable area of approximately 2 604m².

2.1.5 Safari Developments makes the services of Mr FJJ Marais available as project coordinator between Safari Developments and Safari.

2.1.6 Safari shall pay to Safari Developments the development costs and will provide financial guarantees in theamountofR36000000(thirty-sixmillionrand).

3. MAMELODI PHASE 4 – DEVELOPMENT AGREEMENT

3.1 On 12 March 2010 Safari Developments and Safari entered into a development agreement, the salient terms of which are set out below:

Project The development of Phase 4 of Mamelodi Crossing Shopping Centre on Erf 19265 and Erf 40327 Mamelodi Extension 13

Building The shopping centre to be erected materially in accordance with the plans and which is to be known as Mamelodi Phase 4

Commencement date 1 April 2010

Completion date 2012

Development cost R160 000 000 + R15 000 000 + R35 650 000 = R210 650 000

3.1.1 Safari Developments is appointed as development agent of Safari for the development of Phase 4 of the Mamelodi Shopping Centre.

3.1.2 Safari Developments guarantees that the development costs shall not exceed the amount of R210 650 000 (two hundred and ten million six hundred and fifty thousand rand). Any shortage in respect of the development costs that may occur shall be paid by Safari Developments in order to ensure that the project is completed.

3.1.3 Safari Developments is obliged to complete the shopping centre in accordance with the plans which shall on the completion date contain a leasable area of approximately 33 000m².

3.1.4 Safari Developments makes the services of Mr FJJ Marais available as project coordinator between Safari Developments and Safari.

3.1.5 Safari shall pay to Safari Developments the development costs and will provide financial guarantees in the amount of R210 650 000 (two hundred and ten million six hundred and fifty thousand rand).

4. SWAKOPMUND WATERFRONT – PLANNING PHASE DEVELOPMENT AGREEMENT

4.1 In May 2011 Safari Developments and Safari entered into a development agreement, the salient terms of which are set out below:

Project The planning phase development of Erven 14, 15, 16, 54, 68, 69, 70, 71 Swakopmund Waterfront in the Municipality of Swakopmund, registration division G Erongo region

Development task Planning phase only

Development cost R20 000 000

4.1.1 Safari Developments is appointed as development agent of Safari for the development of the planning phase of the Swakopmund La Mer Waterfront Shopping Centre.

4.1.2 Safari Developments guarantees that the planning phase shall not exceed the amount of R20 000 000 (twenty million rand). Any shortage in respect of the development costs that may occur shall be paid by Safari Developments in order to ensure that the planning tasks as defined are completed.

4.1.3 The planning tasks cover: purchase of the property via purchase of the Swakopmund Waterfront Property Company Shares; purchase agreement; public scoping session in Swakopmund; development agreement with Swakopmund Municipality; investigation of breakwater and small boat harbour construction; architectural design; hotel design; compilation of total project budget; compilation of tender documents; professional fees relating to the planning phase.

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4.1.4 Safari Developments makes the services of Mr FJJ Marais available as project coordinator between Safari Developments and Safari.

4.1.5 Safari shall pay to Safari Developments the said planning development costs. The board of Safari has approved the development cost on 16 February 2011.

5. THABONG PHASE 2 DEVELOPMENT AGREEMENT

5.1 In June 2011 Safari Developments and Safari entered into a development agreement, the salient terms of which are set out below:

Project The development of Phase 2, Block E and F of Thabong Shopping Centre on Erf 74995 Sebokeng

Building The shopping centre to be erected materially in accordance with the plans and which is to be known as Thabong Phase 2, Block E and F

Commencement date 1 February 2012

Completion date 31 January 2013

Development cost R39 000 000

5.1.1 Safari Developments is appointed as development agent of Safari for the development of Phase 2 of the Thabong Shopping Centre.

5.1.2 Safari Developments commenced with the project once 80% of the retail leasable area in the building was leased.

5.1.3 Safari Developments guarantees that the development costs shall not exceed the amount of R39000000 (thirty-ninemillion rand).Anyshortage in respectof thedevelopmentcosts thatmayoccur shall be paid by Safari Developments in order to ensure that the project is completed.

5.1.4 Safari Developments is obliged to complete the shopping centre in accordance with the plans which shall on the completion date contain an extension of the leasable area of approximately 3 135m².

5.1.5 Safari Developments makes the services of Mr FJJ Marais available as project coordinator between Safari Developments and Safari.

5.1.6 Safari shall pay to Safari Developments the development costs and will provide financial guarantees in theamountofR39000000(thirty-ninemillionrand).

6. SWAKOPMUND LA MER DEVELOPMENT AGREEMENT

6.1 In March 2012 Safari Developments and Safari Namibia entered into a development agreement, the salient terms of which are set out below:

Project The development of Erven 14, 15, 16, 54, 68, 69, 70, 71 Swakopmund Waterfront in the Municipality of Swakopmund, registration division G Erongo region

Development task The commencement of civil works and construction of a breakwater

Development cost R24 000 000

6.1.1 Safari Developments is appointed as development agent of Safari Namibia for the construction of the breakwater and civil works for the Swakopmund La Mer Waterfront Shopping Centre.

6.1.2 Safari Developments guarantees that the development cost shall not exceed the amount of R24000000(twenty-fourmillionrand).Anyshortageinrespectofthedevelopmentcoststhatmayoccur shall be paid by Safari Developments in order to ensure that the development task as defined is completed.

6.1.3 The development cost covers: agent’s commission (if applicable); transfer costs; measurement and registration costs for access and servitudes; zoning fees; earth works; construction of breakwater; professional fees, municipal rates and taxes due from date of registration of property in name of Safari Namibia until date of completion of development task; legal fees relating to all agreements and insurance premiums.

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6.1.4 Safari Developments makes the services of Mr FJJ Marais available as project coordinator between Safari Developments and Safari Namibia.

6.1.5 Safari Namibia shall pay to Safari Developments the said development costs. The board of Safari Namibia has approved the development cost on 29 March 2012.

6.1.6 The above agreements have been completed in full other than a budgeted expense of R2 438 000 that will be spend in the Safari year ending 31 March 2015. The budget for the further phases of development of the Swakopmund La Mer Shopping Center is still subject to Safari board approval as indicatedinparagraph13.1oftheSafaripre-listingstatement.

The completion of the planned further development phases of this project is subject to Safari raising the necessary funding in the form of debt or equity (as part of the listings process) as and when required. The estimated timeline for completion of phase 1 which entails the development of the retail shopping centre is between 18 to 24 months from the commencement date of construction. Construction will commence once the necessary regulatory approvals have been obtained.

7. MAUNDE AND ATTERIDGEVILLE ERVEN 9043 TO 9045 DEVELOPMENT

7.1 On 6 February 2013 Safari Developments and Safari entered into a development agreement, the salient terms of which are set out below:

Project The purchase and preparation phases of development on erven 9043, 9044, 9045 and PTN 495 and 294

Building Purchase of land and preparation for development

Commencement date April 2012

Completion date June 2014

Development cost R30 000 000

7.1.1 Safari Developments is appointed as development agent of Safari for the Maunde and Atteridgeville 9043 and 9045 erven development.

7.1.2 Safari Developments commenced with the project once 80% of the retail leasable area in the building was leased.

7.1.3 Safari Developments guarantees that the development costs shall not exceed the amount of R30 000 000 (thirty million rand) which is divided into R16 000 000 (sixteen million rand) for the Maunde property and R14 000 000 (fourteen million rand) for erven 9043 to 9045. Any shortage in respect of the development costs that may occur shall be paid by Safari Developments in order to ensure that the project is completed.

7.1.4 Safari Developments is obliged to acquire the land and complete the groundwork so as to prepare the site for future development.

7.1.5 Safari Developments makes the services of Mr FJJ Marais available as project coordinator between Safari Developments and Safari.

7.1.6 Safari shall pay to Safari Developments the purchase price and development costs and will provide financial guarantees in the amount of R30 000 000 (thirty million rand).

8. FIRST ADDENDUM LA MER SHOPPING CENTRE DEVELOPMENT

8.1 On 3 April 2013 Safari Developments and Safari entered into a development agreement, in terms of which the development costs ofR24000000 (twenty-fourmillion rand) is increasedbyR5000000 (fivemillion rand) bringing the total budget for the commencement of groundwork and construction of the Swakopmund WaterfrontLaMerShoppingCentretoR29000000(twenty-ninemillionrand).

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9. MAUNDE STREET DEVELOPMENT

9.1 On 31 July 2013 Safari Developments and Safari entered into a development agreement, the salient terms of which are set out below:

Project The development of the Maunde Street shopping centre

Building 8 863m2 retail shopping centre

Commencement date To be determined

Completion date To be determined

Development cost R126 000 000 less R16 000 000 = R110 000 000

9.1.1 Safari Developments is appointed as development agent of Safari for the Maunde retail centre development.

9.1.2 Safari Developments shall not commence with the project until 80% of the retail leasable area in the building is leased.

9.1.3 Safari Developments guarantees that the development costs shall not exceed the amount of R126 000 000 (one hundred and twenty-six million rand). Any shortage in respect of thedevelopment costs that may occur shall be paid by Safari Developments in order to ensure that the project is completed. The amount payable is reduced by the initial payment of R16 000 000 (sixteen million rand) as contained in the Maunde and Atteridgeville erven 9043 to 9045 development agreement.

9.1.4 Safari Developments is obliged to complete the shopping centre in accordance with the plans which shall on the completion date contain an extension of the leasable area of approximately 8 863m².

9.1.5 Acquire the land and complete the groundwork so as to prepare the site for future development.

9.1.6 Safari Developments makes the services of Mr FJJ Marais available as project coordinator between Safari Developments and Safari.

9.1.7 Safari shall pay to Safari Developments the purchase price and development costs and will provide financial guarantees in the amount of R110 000 000 (one hundred and ten million rand).

10. SEBOKENG PHASE 3 DEVELOPMENT

10.1 On 31 July 2013 Safari Developments and Safari entered into a development agreement, the salient terms of which are set out below:

Project The development of the Sebokeng Phase 3

Building Add 5 517m2 lettable space to retail shopping centre

Commencement date To be determined

Completion date To be determined

Development cost R92 300 000

10.1.1 Safari Developments is appointed as development agent of Safari for the Sebokeng Phase 3 retail centre development.

10.1.2 Safari Developments shall not commence with the project until 80% of the retail leasable area in the building is leased.

10.1.3 Safari Developments guarantees that the development costs shall not exceed the amount of R92 300 000 (ninety-two million three hundred thousand rand). Any shortage in respect of thedevelopment costs that may occur shall be paid by Safari Developments in order to ensure that the project is completed.

10.1.4 Safari Developments is obliged to complete the shopping centre in accordance with the plans which shall on the completion date contain an extension of the leasable area of approximately 5 517m².

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10.1.5 Safari Developments makes the services of Mr FJJ Marais available as project coordinator between Safari Developments and Safari.

10.1.6 Safari shall pay to Safari Developments the purchase price and development costs and will provide financialguaranteesintheamountofR92300000(ninety-twomillionthreehundredthousandrand).

11. SEBOKENG PHASE 2 DEVELOPMENT

On 23 August 2012 Safari Developments and Safari entered into an addendum in terms of which the initial budget of R39 000 000 was increased by R10 500 000 to R49 500 000. The increase is the result of additional bulk services, renovations to the entire centre, and additional floor space added. On 11 July 2013 Safari Developments and Safari entered into an addendum in terms of which the initial budget of R49 500 000 was increased by R7 000 000 to R56 500 000. The increase is the result of additional changes required at Block D and resulted from an 8,681% increase in the total lettable area.

12. ATLYN PHASE 4 DEVELOPMENT

In 2012 Safari and Safari Developments entered into addendums to the value of R21 500 000 to the Atlyn Phase 4 development agreement. On 3 September 2013 Safari and Safari Developments entered into the final addendums to the value of R33 100 000 to the Atlyn Phase 4 development agreement. The increase in the initial budget is the result of renovations; additional floor space added to the original agreement; and the addition of a Southern block of retail space and parking on a ground floor and lower ground floor. The addendums provided for an increase in the initial development cost of R36 000 000 to R90 600 000 so as to provide for the additional construction works.

13. MAMELODI PHASE 4 DEVELOPMENT

In 2012 and 2013 Safari and Safari Developments entered into addendums to the value of R12 350 000 to the Mamelodi Phase 4 development agreement in terms of which the initial budget of R210 650 000 was increased to R223 000 000 so as to provide for the construction of additional floor space to the centre.

14. UPGRADING AGREEMENT FOR ATLYN, MAMELODI AND THABONG

On 31 July 2013 Safari and Safari Developments entered into an agreement in terms of which the:

• MamelodiasphaltparkingareatoberesurfacedforR1578500;

• AtlynexternalsidewalkstobeupgradedforR1289543;

• NewcamerasystemstobeinstalledatAtlynandMamelodiforR453470;and

• NewplayareastobeaddedatMamelodi,AtlynandThabongforanamountofR340000.

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Annexure 14

SALIENT FEATURES OF THE MEMORANDUM OF INCORPORATION

The salient features of the MOI were extracted from the Safari MOI approved by the JSE.

1. APPLICATION OF THE COMPANIES ACT

The MOI is subject to the unalterable provisions of the Companies Act. All acts of the company must be carried out in terms of the provisions of the Companies Act and except where the Companies Act provides for elections, the provisions of the Companies Act must be strictly adhered to.

2. JURISTIC PERSONALITY

2.1 The company was incorporated as a public company on 7 July 2000.

2.2 The current MOI was adopted by Safari shareholders in a general meeting of Safari shareholders on 5 November 2013 and replaces and supersedes the Memorandum and Articles of Association of the company applicable immediately prior to the filing thereof.

2.3 The company will list its shares on the securities exchange operated by the JSE.

3. POWERS OF THE COMPANY AND SPECIAL CONDITIONS

3.1 The company has:

3.1.1 all of the legal powers and capacity contemplated in the Companies Act, and no provision contained in the MOI should be interpreted or construed as negating, limiting or restricting those powers in any way whatsoever;

3.1.2 the legal powers and capacity of the company are not subject to any restrictions, limitations or qualifications.

3.2 The MOI does not contain any restrictive conditions applicable to the company, or prohibit the amendment of any particular provision of the MOI.

4. ISSUE OF SHARES AND VARIATION OF RIGHTS

4.1 The company has 500 000 000 (five hundred million) authorised shares and 174 064 827 (one hundred and seventy-fourmillionsixty-fourthousandandeighthundredandtwenty-seven)issuedshares.

4.2 Shares in each class for which application is made for listing on the JSE shall rank pari passu in respect of all rights.

4.3 The authority of the board to increase or decrease the number of authorised shares, consolidate and reduce the number of the company’s issued and authorised shares, subdivide its shares by increasing the number of its issued and authorised shares without an increase of its capital, reclassify any classified shares that have been authorised but not issued and to classify any classified shares that have been authorised but not issued, or to determine the preferences, rights, limitations or other terms of any class of shares has been limited to the extent that any such action requires approval of the JSE and of the shareholders passed by way of a special resolution.

4.4 Thepre-emptive rightsofexistingshareholders tosubscribe foradditionalshareshavebeen limited. In thisregard,theaforesaidpre-emptiverightsshallnotapplywherethesharesare issued inconsiderationfortheacquisition of assets; for cash, as contemplated in, and in accordance with, the provisions of the Listings Requirements; or under an approved share incentive scheme.

5. FINANCIAL ASSISTANCE

The board may authorise the company to provide financial assistance including by way of loan, guarantee, the provision of security, or otherwise to any person for the purpose of, or in connection with, the subscription of any option, or any shares,issuedortobeissuedbythecompanyorarelatedorinter-relatedcompany,orforthepurchaseofsuchshares,and the authority of the board in this regard is not limited or restricted by the MOI.

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6. DEBT INSTRUMENTS

The ability of the board to authorise the issue of any debt instruments is not limited or restricted by the MOI.

7. DISTRIBUTIONS

7.1 Dividends are declared by the board in accordance with the Act and no larger distribution shall be declared by the company in general meeting than is recommended by the board. Dividends are to be payable to shareholders registered as at a date subsequent to the date of declaration or date of confirmation of the dividend, whichever is the later. The company must hold all monies due to shareholders in trust but subject to the laws of prescription.

8. GENERAL MEETINGS OF SHAREHOLDERS

8.1 The company shall hold a general meeting:

8.1.1 at any time that the board is required by the Companies Act, the Listings Requirements or the MOI to refer a matter to shareholders for decision;

8.1.2 whenever required in terms of the Companies Act to fill a vacancy on the board; or

8.1.3 for the purposes of adhering to the Listings Requirements.

8.2 The authority of the company to conduct a meeting entirely by electronic communication, or to provide for participation by 1 (one) or more shareholders, or proxies for shareholders, in a meeting by electronic communication is not limited or restricted by the MOI.

8.3 Votingistotakeplacebyashowofhands,unlessapollisdemandedbeforeoronthedeclarationoftheresultof a show of hands, by 5 (five) persons having the right to vote on that matter (whether as shareholder or proxy), or a shareholder(s) entitled to exercise at least 10% (ten percent) of the voting rights entitled to be voted on that matter, or by the chairperson of the meeting.

9. PROXIES

9.1 The right of a shareholder to appoint 2 (two) or more persons concurrently as proxies, and to appoint more than 1 (one) proxy to exercise voting rights attached to different securities held by that shareholder is not limited, restricted or varied by the MOI.

9.2 A proxy may not:

9.2.1 delegate its authority to act on behalf of the shareholder on whose behalf such proxy is held to another person;

9.2.2 exercise, or abstain from exercising any voting right, without the direction of the shareholder on whose behalf such proxy is held.

10. NOTICES AND ELECTRONIC COMMUNICATION

10.1 All notices shall be given by the company to each shareholder and simultaneously to the Issuer Regulation Division of the JSE, and shall be given in writing in any manner authorised by the Listings Requirements and the Regulations to the Companies Act (the “Regulations”), and particularly Table CR3 annexed to the Regulations. All notices shall also be released through SENS where required by the Listings Requirements provided that, in the event that any shares are not listed on the JSE, all provisions of the MOI relating to the publication of notices via SENS shall no longer apply and such notices shall thereafter only be published in accordance with the provisions of the Companies Act.

10.2 Each shareholder shall notify the company in writing of an address, which address may be a physical, postal, facsimile or email address (“address”), which address shall be his registered address for the purposes of delivery of notices and other documentation. If a shareholder does not name an address, he shall be deemed to have waived his right to be so served with notices and other documentation until such time as he provides an address. If a shareholder provides written notice of an email address and/or facsimile number, that shall be the shareholder’s address for the purposes of receiving notices by way of electronic communication (as contemplated under the Electronic Communications and Transactions Act, No 25 of 2002) and, having done so a shareholder shall be deemed to have agreed to receiving by electronic communication, notices and other documents from the company at his email address or facsimile number.

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10.3 A document is treated as having been sent to a shareholder where:

10.3.1 the company and the shareholder have agreed to the shareholder having access to documents on a website and the shareholder has been notified of the publication of the documents on a website, the address of that website and the place on the website where the documents may be accessed;

10.3.2 not less than 15 (fifteen) business days before the date of a general meeting if the documents have been published on a website throughout the period commencing 15 (fifteen) business days before the general meeting and ending with the conclusion of the general meeting and notification of that publication on the website has been sent to the shareholder not less than 15 (fifteen) business days before the date of the general meeting.

11. SHAREHOLDERS’ RESOLUTIONS

11.1 SaveforwheretheListingsRequirementsrequirea75%(seventy-fivepercent)majority,foranordinaryresolutionto be adopted at a general meeting, it must be supported by the holders of more than 50% (fifty percent) of the voting rights exercised on the resolution.

11.2 For a special resolution to be adopted at a general meeting, it must be supported by the holders of at least 75% (seventy-fivepercent)ofthevotingrightsexercisedontheresolution.

12. SHAREHOLDERS ACTING OTHER THAN AT A MEETING

A resolution may be voted on in writing by shareholders entitled to exercise the voting rights in relation to that resolution (save in respect of general meetings that are called for in terms of the Listings Requirements or the passing of any resolutionfortheelectionorre-electionofdirectors,ortoanyannualgeneralmeeting).

13. COMPOSITION AND POWERS OF THE BOARD

13.1 The board shall comprise at least 4 (four), and not more than 15 (fifteen), directors, appointed by the shareholders.

13.2 In addition to the elected directors:

13.2.1 each director may nominate an alternate director;

13.2.2 there are no shareholder appointed or ex officio directors of the company.

13.3 All directors shall be elected by ordinary resolutions of the shareholders at a general meeting or annual general meeting of the company. The election is to be conducted by a series of votes, each of which is on the candidacy of a single individual to fill a single vacancy, with the series of votes continuing until all vacancies on the board at that time have been filled. In each vote to fill a vacancy, each voting right entitled to be exercised may be exercised once, and the vacancy is filled only if a majority of the voting rights exercised support the candidate.

13.4 No appointment by shareholders of a director in accordance with a resolution passed by way of a written resolution shall be competent.

13.5 In addition to satisfying the qualification and eligibility requirements set out in the Companies Act to become or remain a director or a prescribed officer of the company, the board may, in its sole discretion, impose that in order to become or remain a director or prescribed officer of the company, a person must be, and remain, independent from any competitor of the company and, in particular, without limitation, another property holding company listed on the JSE.

13.6 Should the number of directors fall below the prescribed minimum, then the board shall have a 3 (three)-monthperiod tofill suchvacancy.A failure tohave theminimumnumberofdirectorsduringsuchperiod does not limit or negate the authority of the board, although after the expiry of such period, the board may only act to increase the number of directors to the required minimum or to summon a general meeting for that purpose.

13.7 A director authorised by the board:

13.7.1 may call a board meeting at any time; and

13.7.2 must call a board meeting if required to do so by at least:

13.7.2.1 25% (twenty-five percent) of the directors (if the board is comprised of at least 12(twelve) members); or

13.7.2.2 2 (two) directors in any other case.

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13.8 Atleast1/3(one-third)ofthedirectors(orsuchnumberthatisnearestto,butnotlessthan,1/3(one-third)ofthe directors) must retire with effect from the annual general meeting of the company, provided that if a director is as executive or managing director or chief executive officer or chief financial officer, or as an employee of the company in any other capacity, he or she shall not, while he or she continues to hold that position or office, be subject to retirement by rotation and he or she shall not, in such case, be taken into account in determining the rotation or retirement of directors.

13.9 Forpurposesof theelectionor re-electionofa retiringdirector, thenominationcommitteeshallprovide theshareholders with a recommendation in the notice of the general meeting or the explanatory notes as to which directorsareeligibleforelectionorre-election.

13.10 The board may authorise the payment of donations by the company to religious, charitable, public or other bodies, clubs, funds, associations or persons as may seem desirable in the interests of the company, provided that any donations to any political parties or associations shall require the prior approval of shareholders in general meeting.

14. MANAGING DIRECTOR AND EXECUTIVE DIRECTORS

The board may from time to time appoint one of more of the directors as executive directors or as managing directors, chief executive officer or financial director, on such terms and conditions as to remuneration and otherwise as may be determined from time to time by the remuneration committee or the board.

15. DIRECTORS’ REMUNERATION AND FINANCIAL ASSISTANCE

15.1 The authority of the company to pay remuneration to the directors for their services as directors, in accordance with a special resolution approved by the shareholders within the previous 2 (two) years is not limited or restricted by the MOI.

15.2 The authority of the board to authorise the company to provide direct or indirect financial assistance (including lending money, guaranteeing a loan or other obligation, and securing any debt or obligation) to a director orprescribedofficerof thecompanyorofarelatedor inter-relatedcompany,or toarelatedor inter-relatedcompanyorcorporation,ortoamemberofarelatedorinter-relatedcorporationortoapersonrelatedtoanysuch company, corporation, director, prescribed officer or member is not limited or restricted by the MOI.

16. INDEMNIFICATION OF DIRECTORS

The power of the company to do the following is not limited, restricted or extended by the MOI:

16.1 Advance expenses to a director or directly or indirectly indemnify a director in respect of the defence of legal proceedings;

16.2 Indemnify a director in respect of liability; and/or

16.3 Purchase insurance to protect the company or a director.

17. BORROWING POWERS

17.1 Subject to the Listings Requirements and the Income Tax Act, the board may from time to time and in accordance with the Companies Act exercise all of the powers of the company, to:

17.1.1 borrow for the purposes of the company such sums as they think fit; and/or

17.1.2 secure the payment or repayment of any such sums or any other sum, as they think fit, whether by the creation and issue of shares, the conclusion of letters of comfort, guarantees, the creation of a mortgage or charge upon all or any of the property or assets of the company.

17.2 The borrowing powers of the company shall be unlimited both as to quantum and as to instrument used.

18. COMMISSION

18.1 The company may pay commission at a rate not exceeding 10% (ten percent) of the issue price of a share to any person in consideration for his subscribing or agreeing to subscribe, whether absolutely or conditionally, for any shares or for procuring or agreeing to procure, whether absolutely or conditionally, subscriptions for any shares.

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18.2 Such commission may be paid out of capital or profits, whether current or accumulated, or partly out of the one and partly out of the other, and may be paid in cash or, if authorised by the company in general meeting, by the allotment of fully paid up shares, or partly in one way and partly in the other.

18.3 The company may, on any issue of shares, pay such brokerage as may be lawful.

19. COMPANY RULES

The board is prohibited from making, amending or repealing any rules relating to the governance of the company in respect of matters that are not addressed in the Companies Act and the board’s capacity to make, amend or repeal such rules is excluded in the MOI.

20. ANNUAL FINANCIAL STATEMENTS

20.1 The company shall keep all such accurate and complete accounting records, in English, as are necessary to enable the company to satisfy its obligations in terms of the Companies Act, the Regulations, the Listings Requirements, any other law with respect to the preparation of financial statements to which the company may be subject and the MOI.

20.2 The company shall each year prepare annual financial statements within 6 (six) months after the end of its financial year, or such shorter period as may be appropriate to provide the required notice of an annual general meeting.

20.3 The company shall appoint an auditor each year at its annual general meeting. If the company appoints a firm as its auditor, any change in the composition of the members of that firm shall not by itself create a vacancy in the office of auditor.

20.4 The annual financial statements of the company must be prepared and audited in accordance with the provisions of the Companies Act and the Listings Requirements.

20.5 In accordance with the provisions of 20.2, a copy of the annual financial statements must be sent to shareholders at least 15 (fifteen) business days before the date of the annual general meeting of the company at which such annual financial statements will be considered.

20.6 The annual financial statements shall be prepared on a basis that is not inconsistent with any unalterable or non-electiveprovisionoftheCompaniesActandshall:

20.6.1 satisfy, as to form and content, the financial reporting standards of IFRS; and

20.6.2 subject to and in accordance with IFRS:

20.6.2.1 present fairly the state of affairs and business of the company and explain the transactions and financial position of the business of the company;

20.6.2.2 show the company’s assets, liabilities and equity, as well as its income and expenses;

20.6.2.3 set out the date on which the statements were produced and the accounting period to which they apply; and

20.6.2.4 bear on the first page thereof a prominent notice indicating that the annual financial statements have been audited and the name and professional designation of the person who prepared them.

20.7 The company may provide any person with a summary of any particular financial statements.

21. AMENDMENT OF MOI

The MOI may be altered or amended in the manner set out in the Companies Act, provided that:

21.1 any amendment must be submitted to the JSE for approval before such amendments are submitted to all the shareholders for approval; and

21.2 any amendment to the MOI must be approved by a special resolution of all the shareholders, save if such an amendment is ordered by a court.

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Annexure 15

CORPORATE GOVERNANCE STATEMENT

The definitions and interpretations commencing on page 13 of this pre-listing statement shall apply, mutatis mutandis, throughout this Annexure 16.

Safari is fully committed to complying with the recommendations as contained in the King Code, the King Report, the Companies Act, the Financial Markets Act and the Listings Requirements. Full details of the company’s compliance with theprinciplesofcorporategovernancecanbefoundathttp://www.safari-investments.com/images/stories/investments/75_Principles_-_Corporate_Governance_King_III.pdf.

1. BOARD OF DIRECTORS

Theboard iscollectively responsible to thegroup’sstakeholders for the long-termsuccessof thegroupand for theoverall strategic direction and control of the group. This responsibility is explicitly assigned to the board in its charter and, to some extent, in the company’s MOI.

The directors have, accordingly, established mechanisms and policies appropriate to the company’s business according to its commitment with best practices in corporate governance in order to ensure compliance with King III. The board will review these mechanisms and policies from time to time.

1.1 Summary of the board charter

The main functions of the board covered by the board charter are:

• determining the company’s purpose, values and identifying its stakeholders and developing strategies in rel ation thereto;

• beingthefocalpointforandcustodianofgoodcorporategovernancebymanagingtheboard’srelationshipwith management, the shareholders of the company and other stakeholders of Safari;

• providingstrategicdirectionandleadershipwhichisalignedtothecompany’svaluesystembyreviewingandapproving budgets, plans and strategies for Safari and monitoring the implementation of such strategic plans and approving the capital funding for such plans;

• ensuringthatSafari’sbusinessisconductedethicallyandmonitoringtheethicsperformanceofSafari;

• approvingbusinessplans,budgetsandstrategieswhichareaimedatachievingSafari’slong-termstrategyand vision;

• annuallyreviewingtheboard’sworkplan;

• ensuringthesustainabilityofSafari’sbusiness;

• reporting inSafari’s integratedannualreportonthegoing-concernstatusofSafariandwhetherSafariwillcontinue to be a going concern in the next financial year;

• determining,implementingandmonitoringpolicies,procedures,practicesandsystemstoensuretheintegrityof risk management and internal controls in order to protect Safari’s assets and reputation;

• identifyingandmonitoringkeyperformanceindicatorsofSafari’sbusinessandevaluatingtheintegrityofthesystems used to determine and monitor such performance;

• monitoring and ensuring compliance with the company’s policies, codes of best business practice, therecommendations of King III and all applicable laws and regulations;

• adoptingandannuallyreviewingtheinformationtechnologygovernanceframeworkandreceivingindependentassurance on such framework;

• considering,throughtheauditcommittee,specificlimitsforthelevelsofrisktolerance;

• defining levels of materiality, thereby reserving certain powers for itself and delegating other matters tomanagement of the company;

• ensuringthatthecompany’sannualfinancialstatementsarepreparedandarelaidbeforeadulyconvenedannual general meeting of the company;

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• ensuringthatacommunicationspolicyisestablished,implementedandreviewedannuallyand,inadditiontoits statutory and regulatory reporting requirements, that such policy contains accepted principles of accurate and reliable reporting including being open, transparent, honest, understandable, clear and consistent in Safari’s communications with stakeholders;

• consideringrecommendationsmadetotheboardbytheremunerationandnominationcommitteeinregardtothenominationofnewdirectorsandthere-appointmentofretiringdirectors,bothasexecutivedirectorsandnon-executivedirectors;

• ensuring that the competency and other attributes of the directors are suitable for their appointment asdirectors and the roles which they are intended to perform on the board and that they are not disqualified in any way from being appointed as directors;

• ensuringthatappointmentstotheboardareformalandtransparentandcomplywithallprescribedprocedures;

• ensuringthatasuccessionplanfortheexecutivedirectorsandseniormanagementisimplemented;

• ensuringtheappointmentandremovalofthecompanysecretary;

• reviewingthecompetence,qualificationsandexperienceofthecompanysecretaryannually;and

• selectingandappointingsuitablecandidatesasmembersofcommitteesoftheboardandthechairmenofsuch committees.

1.2 Composition of the board

As at the date of listing the board comprises 10 (ten) directors of which 3 (three) are executive directors and 7(seven)arenon-executivewith4(four)ofthembeingindependent.

The directors are:

MHTsolo Independentnon-executivedirector(chairman) FJJ Marais Executive director (chief executive officer or CEO) P Pienaar Executive director K Pashiou Executive director DE van Straten Executive director (“financial director”) AEWentzel Independentnon-executivedirector JPSnyman Independentnon-executivedirector JCVerwayen Non-executivedirector MMinnaar Non-executivedirector SJKruger Non-executivedirector

1.3 Chairman

TherolesofthechairmanandCEOareseparateandtheofficeofthechairmanisoccupiedbyanon-executivedirector.MHTsoloistheindependentchairmaninlinewiththerecommendationsofKingIII.

1.4 The chief executive officer

The board has appointed FJJ Marais CEO and will establish a framework for delegation of authority. The board will ensure that the role and function of the CEO will be formalised and that the CEO’s performance is evaluated against specified criteria.

1.5 Balance of power

The company’s executive directors are involved in the day-to-day business activities of the group and areresponsible for ensuring that the decisions of the board of directors are implemented in accordance with the mandates given by the board.

The board will ensure that there is an appropriate balance of power and authority on the board, such that no one individual orblockof individualsdominates theboard’sdecision-taking.Thenon-executivedirectors areindividuals of calibre, credibility and have the necessary skills and experience to bring independent judgement on issues of strategy, performance, resources, and standards of conduct and evaluation of performance.

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1.6 Code of ethics

The board will be responsible for the strategic direction of the company. It will set the values which the company will adhere to and will formulate in this regard a code of ethics which will be applied throughout the company, as provided below.

The current board’s diversity of professional expertise and demographics makes it a highly effective board with regard to Safari’s current strategies. The board shall ensure that, in appointing successive board members, the board as a whole will continue to reflect, whenever possible, a diverse set of professional and personal backgrounds.

1.7 Information and other professional advice

The information needs of the board will be reviewed annually and directors will have unrestricted access to all company information, records, documents and property to enable them to discharge their responsibilities efficiently. Efficient and timely methods of informing and briefing board members prior to board meetings will be developed and in this regard steps have been taken to identify and monitor key risk areas, key performance areasandnon-financialaspectsrelevanttoSafari.Inthiscontext,thedirectorswillbeprovidedwithinformationin respect of key performance indicators, variance reports and industry trends.

The board will establish a formal induction programme to familiarise incoming directors with the company’s operations, senior management and its business environment, and to induct them in their fiduciary duties and responsibilities. Directors will receive further briefings from time to time on relevant new laws and regulations as well as on changing economic risks.

Directors will ensure that they have a working understanding of applicable laws. The board will ensure that thecompanycomplieswithapplicablelawsandconsidersadherencetonon-bindingindustryrulesandcodesandstandards. Indecidingwhetherornotnon-bindingrulesshallbecompliedwith, theboardwill factor theappropriate and ethical considerations that must be taken into account. New directors with no or limited board experience will receive appropriate training to inform them of their duties, responsibilities, powers and potential liabilities.

The board will establish a procedure for directors, in furtherance of their duties, to take independent professional advice, if necessary, at the company’s expense. All directors will have access to the advice and services of the company secretary.

1.8 Board evaluation

The board will disclose details in its directors’ report of how it has discharged its responsibilities to establish an effective compliance framework and process.

The board will appraise the chairman’s performance and ability to add value to the company on an annual or such otherbasisastheboardmaydetermine.Thechairman,orasub-committeeappointedbytheboard,willappraisethe performance of the CEO at least annually.

The board as a whole and individual directors will have their overall performance periodically reviewed in order to identify areas for improvement in the discharge of individual director’s and the board’s functions on an annual basis. This review will be undertaken by the chairman and, if so determined by the board, an independent service provider.

The board has developed a charter setting out its responsibilities for the adoption of strategic plans, monitoring of operational performance and management, determination of policy and processes to ensure the integrity of the company’s risk management and internal controls, communication policy and director selection, orientation and evaluation.

1.9 Board meetings

Board meetings will be held at least quarterly, with additional meetings convened when circumstances necessitate. The board will set the strategic objectives of the company and determine investment and performance criteria as well as being responsible for the sustainability, proper management, control, compliance and ethical behaviour of the businesses under its direction. The board will establish a number of committees to give detailed attention to certain of its responsibilities and which will operate within defined, written terms of reference.

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1.10 Directors’ declarations and conflict of interests

The board will determine a policy for detailing the manner in which a director’s interest in transactions is to be determinedandtheinteresteddirector’sinvolvementinthedecision-makingprocess.Realorperceivedconflictswillbedisclosed to theboardandmanaged inaccordancewith thepre-determinedpolicyused toassessadirector’s interest in transactions.

1.11 Dealing in securities

Directors, executives and senior employees are prohibited from dealing in Safari securities during certain prescribed restricted periods. A formal securities dealings policy has been developed to ensure directors’ and employees’ compliance with the JSE Listings Requirements and the insider trading legislation in terms of the Securities Services Act.

1.12 Procedures for appointments

The board will determine a policy for detailing the procedures for appointments to the board. Such appointments are to be formal and transparent and a matter for the board as a whole assisted where appropriate by the remuneration and nominations committee.

The development and implementation of nomination policies will be undertaken by the nominations committee and the board as whole, respectively.

1.13 Rotation of directors

All directors hold service contracts. No director shall be appointed for life or for an indefinite period and the directors shall rotate in accordance with the following provisions:

• Atthefirstannualgeneralmeetingfollowingthelisting,allthedirectorsshallretireandtheyshallbeeligibleforre-election;

• Theappointmentofexecutivedirectorsshallbeterminableintermsoftheprovisionsoftheirservicecontracts;

• Ateachannualgeneralmeetingthereafterone-thirdofthedirectorsforthetimebeingshallretirefromoffice,by rotation, provided that if a director is an executive or managing director or CEO or CFO, or as an employee of the company in any other capacity, he or she shall not, while he or she continues to hold that position or office, be subject to retirement by rotation and he or she shall not, in such case, be taken into account in determining the rotation or retirement of directors; and

• Thedirectorstoretireineveryyearshallbethosewhohavebeenlongestinofficesincetheirlastelection;andaretiringdirectorshallbeeligibleforre-election.

2. COMPANY SECRETARY

A suitably qualified, competent and experienced company secretary is appointed and appropriately empowered to fulfil duties with regard to assistance to the board. Safari Retail serves as the company secretary. The company secretary assists the remuneration and nominations committee with the appointment, induction and training of directors. It provides guidance to the board of directors’ duties and good governance and ensures that board and board committee charters are kept up to date. The company secretary prepares and circulates board papers and assists with obtaining responses, input and feedback for board and board committee meetings. Assistance is also provided with regard to the preparation and finalisation of board and board committee agendas based on annual work plan requirements.

The company secretary ensures that minutes of board and the board committees are prepared and circulated and also assists with the annual evaluations of the board, board committees and individual directors. The board of directors will consider and satisfy itself, on an annual basis, on the competence, qualifications and experience of the company secretary. Safari will confirm this by reporting to shareholders that the board of directors have executed this responsibility. This communication will include details of the steps that the board of directors took to make the annual assessment as well as providing information demonstrating the actual competence, qualifications and experience of the company secretary. As a recommended practise the board will consider whether the company secretary maintained an arm’s-lengthrelationshipwiththeboardandeffectivelyperformstheroleasgatekeeperofgoodcorporategovernanceinSafari and carries out the roles and duties of a company secretary. Where the company secretary is a juristic person the board of directors in its assessment must consider the individual(s) who perform the company secretary role as well as the directors and shareholders of the juristic person because the imposition of a juristic person in itself does not create anarm’s-lengthrelationship.

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3. BOARD COMMITTEES

The board has delegated certain functions to the executive committee, audit and risk committee, the remuneration and nominations committee, the social and ethics committee and the investment committee. The board is conscious of the fact that such delegation of duties is not an abdication of the board members’ responsibilities. The various committees’ terms of reference shall be reviewed annually and such terms of reference will be disclosed in the company’s integrated report.

External advisors and executive directors who are not members of specific committees may attend committee meetings by invitation, if deemed appropriate by the relevant committees.

3.1 The executive committee

The executive committee is empowered and responsible for implementing the strategies approved by the board and for managing the affairs of Safari.

The committee is chaired by the CEO and comprises the executive directors, head of property management and head of asset and development management.

The committee meets weekly and deliberates, takes decisions or makes recommendations on all matters of strategy and operations within its mandate. The mandate is set by the board and sometimes the decisions or recommendations are referred to the board or relevant board committee for final approval.

3.2 Audit and risk committee

The board has established an audit and risk committee (“ARCOM”).

All of the members of the committee are financially literate (and the board will ensure that any future appointees are financially literate).

AE Wentzel, an independent non-executive director, chairs the ARCOM, and its other members are DrMHTsoloandJPSnyman,bothofwhomareindependentnon-executivedirectors.TheARCOMisresponsiblefor performing the functions required of it in terms of section 94(7) of the Companies Act. These functions include nominating and appointing the company’s auditors and ensuring that such auditors are independent of the company; determining the fees to be paid to the auditor and the auditor’s terms of engagement; ensuring that the appointment of the auditor complies with the provisions of the Companies Act and any other relevant legislation; dealing with any complaints (whether from within or outside the company) relating to accounting practices, internal audits of the company or the content of the company’s financial statements and related matters.

Thenon-statutoryfunctionsofthiscommitteearetoassisttheboardinfulfillingitsresponsibilitiesbyreviewingtheeffectiveness of internal control systems in the group with reference to the findings of external auditors, reviewing the annual financial statements and interim reports of the company as well as other public communications of a financial nature, considering accounting issues, ensuring that all key areas of risks have been properly identified and that the company mitigates such risks, reviewing audit recommendations and ensuring that the company complies with relevant legislation and sound corporate governance principles.

In addition, and if required, the committee will review any significant cases of fraud, misconduct or conflicts of interests.TheARCOMwillfromtimetotimedeterminepolicieswithregardtonon-auditservicesprovidedbytheexternal auditor.

The company’s external auditors have unrestricted access to the ARCOM and attend its meetings.

The ARCOM reviews the expertise, experience and performance of Safari’s FD, DE van Straten, annually and reports on whether or not it is satisfied therewith. The ARCOM has determined that it is satisfied with DE van Straten’s current expertise and experience. In addition, the ARCOM reviews and reports on the expertise, resources and experience of the company’s finance function.

The ARCOM meets twice per financial year, excluding any ad hoc meetings held to consider special business.

The ARCOM is responsible for:

(i) adopting and implementing an appropriate risk management policy, which policy: (1) is in accordance with industry practice; and (2) specifically prohibits the company from entering into any derivative transactions that are not in the

normal course of business;

(ii) reporting in the annual report each year that they have monitored compliance with the policy and that the company has, in all material respects, complied with the policy during the year concerned;

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(iii) reporting to the JSE in the annual compliance declaration referred to in paragraph 13.49(d); that it has monitored compliance with the policy and that the company has, in all material respects, complied with the policy during the year concerned; and

(iv) atthetimeoflisting,confirmingtotheJSEanddisclosinginthepre-listingstatementthatithasadoptedthe policy referred to in paragraph 13.46(h)(i) above.

Being a property entity, wishing to receive a REIT status the company must comply with the following distribution provisions:

(a) The company must distribute at least 75% of its total distributable profits as a distribution to the holders of its listed securities by no later than six months after its financial year end, subject to the relevant solvency and liquidity test as defined in the Act and applied in section 46 of the Act;

(b) Interim distributions may occur before the end of a financial year end; and

(c) The company will procure that, subject to the solvency and liquidity test and section 46 of the Act, those of its subsidiaries that are property entities incorporated in the Republic of South Africa will distribute at least 75% of their total distributable profits as a distribution by no later than six months after their financial year ends.

3.3 Remuneration committee

The remuneration committee is comprised of AE Wentzel (who chairs the committee), Dr MH Tsolo and JP Snyman, all of whom are independent non-executive directors. The CEO and other executives attendmeetings of the remuneration committee by invitation but do not participate in discussions regarding their own remuneration and benefits. The remuneration committee has the responsibility and authority to consider and make recommendations to the board on, inter alia, remuneration policy of the company, the payment of performancebonuses,executiveremuneration,short,mediumandlong-termincentiveschemesandemployeeretention schemes. The remuneration committee uses external market surveys and benchmarks to determine executivedirectorremunerationandbenefits,totheextentpaidbySafari,aswellasnon-executivedirectors’base fees and attendance fees. Safari’s remuneration philosophy is to structure packages in such a way that longandshort-termincentivesareaimedatachievingbusinessobjectivesandthedeliveryofshareholdervalue.

3.4 Nomination committee

The nominations committee is comprised of Dr MH Tsolo (who chairs the committee), AE Wentzel and JPSnyman, all ofwhomare independentnon-executivedirectors. Thenominationcommittee is responsiblefor reviewing the group’s board structure, the size and composition of the various boards within the group and for making recommendations in respect of these matters as well as an appropriate split between executive andnon-executivedirectorsandindependentdirectors.Thenominationcommitteeassistsinidentificationandnomination of new directors for approval by the board. It considers and approves the classification of directors as independent, oversees induction and training of directors and conducts annual performance reviews of the board and various board committees. The nomination committee is also responsible for ensuring the proper and effective functioning of the group’s boards and assists the chairman in this regard.

3.5. Social and ethics committee

This committee is comprised of AE Wentzel (non-executive chairman), FJJ Marais (executive director) and K Pashiou (executive director). The social and ethics committee (“SECOM”) will monitor the group’s activities, having regard to any relevant legislation, other legal requirements and prevailing codes of best practice, in respect of social and economic development, good corporate citizenship (including the promotion of equality, prevention of unfair discrimination; the environment, health and public safety, including the impact of the group’s activities and of its products or services), consumer relationships and labour and employment issues.

The responsibility of this committee is further to advise the board on all relevant aspects that may have a significant impact on the long term sustainability of the group and which influence the group’s triple bottom line reporting. The committee will also draw to the attention of the board matters within its mandate as occasion requires and report to the shareholders at the company’s annual general meeting on such matters.

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3.6 Investment committee

The investment committee is an important element of the board’s system to implement its inspecting strategy through acquisitions, developments and redevelopments including refurbishments.

The investmentcommitteecomprisesnotmorethansixmembers, includingtheCEO,andat leastonenon-executivedirector,providedthat ifmore thanonenon-executivedirectorone is independent.The investmentcommitteecurrentlycomprisesFJJMarais (CEO),PPienaar (executivedirector),JCVerwayen(non-executivedirector),AEWentzel(independentnon-executivedirector)andMMInnaar(non-executivedirector).

Summary of terms of reference:

The investment committee’s purpose and function is:

• toconsiderrecommendationsfrommanagementforacquisitions,capitalexpenditureordisposals;

• toauthoriseandapprovesuchtransactionsandcapitalexpenditurewhichfallwithinitsapprovalmandate;and

• tomakerecommendationstotheboardregardingtransactionsandcapitalexpenditurethatfalloutsideitsapproval mandate.

3.7 Risk management

The objective of risk management is to identify, assess, manage and monitor the risks to which the business is exposed. This is the board’s responsibility. With assistance from expert risk consultants, risks will be assessed and appropriateinsurancecoverpurchasedforallmaterialrisksabovepre-determinedself-insurancelimits.Levelsofcoverwillbere-assessedannuallyinlightofclaimsexperiencesandeventsaffectingthegroup,internallyandexternally. The risk management function will fall under the functions of the ARCOM.

3.8 Communication

Safari is committed to a policy of timeous and effective communication with shareholders and other stakeholders through shareholder meetings, annual financial reports, interim financial reports and presentations to institutional investorsand industryanalysts.Mattersofbothafinancialandnon-financialnaturewillbecommunicated tostakeholders and shareholders in a timeous and transparent fashion.

The directors will exercise their powers in relation to the company so as to ensure that:

• thecompanycarriesonandconductsitsbusinessandaffairsinaproperandefficientmannerandforitsownbenefit;

• allbusinessistransactedatarm’slength;

• thecompanywillnotenterintoanyagreementorarrangementrestrictingitscompetitivefreedom;

• allthebusinessofthecompanywillbeundertakenandtransactedbytheboard,providedthattheboardwilldelegate certain matters to the property manager and the asset and development manager in terms of their respective agreements;

• allbusinesswillbecarriedonpursuanttopolicieslaiddownbytheboard;

• thecompanyallotsandissuesitssharesandothersecuritiesatthebestpriceattainableinthecircumstances;

• thecompanywillnotacquire,disposeof,hire,lease,licenceorreceivelicencesofanyassets,goods,rightsorservices otherwise than at a reasonable price attainable in the circumstances;

• thecompanywillmaintainbooksofaccountandrecordaccurateandcompleteentriesofallitsdealingsandtransactions of and in relation to its operations;

• the companywill prepare such accounts in respect of each accounting reference period as required bystatute and the JSE and procure that such accounts are audited or reviewed, as the case may be, as soon as practical and in any event not later than six months after the end of a relevant accounting reference period;

• eachaccountingreferenceperiodofthecompanywillbeaperiodofsix-calendarmonths;

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• if thecompanyrequiresanyapproval,consentor licencetoconduct itsbusiness intheplacesandinthemanner in which it is carried on, the company will use its best endeavours to maintain the same in full force and effect;

• thecompanywilladoptandmaintaininforcebankmandateswhichrequirethateachchequeissuedorbanktransfer made is signed by the authorised signatories and in accordance with such mandate as the board determines from time to time and for the time being;

• ifthecompanyconductsanypropertydevelopmentactivitiesandforsuchpurposeconcludesadevelopmentagreement with any third party, such development agreement will be concluded on an arm’s length basis on market-relatedterms;and

• theboardwillfromtimetotimedeterminetherequiredinvestmentstrategyforthecompany.

3.8 Internal control systems

• Tomeetthecompany’sresponsibility toprovidereliablefinancialinformation,thecompanymaintainsfinancialand operational systems of internal control. These controls are designed to provide reasonable assurance that transactions are concluded in accordance with management’s authority, that the assets are adequately protected against material losses, unauthorised acquisition, use or disposal, and that transactions are properly authorised and recorded. The systems include a documented organisational structure and division of responsibility, established policies and procedures which are communicated throughout the group, and the careful selection, training and development of people.

• Thecompanyintendstoappointanappropriatethirdpartytoperformanindependentinternalauditfunction.The company monitors the operation of the internal control systems in order to determine if there are deficiencies. Corrective actions are taken to address control deficiencies as they are identified. The board, operating through the ARCOM, oversees the financial reporting process and internal control systems. There are inherent limitations on the effectiveness of any system of internal control, including the possibility of human error and the circumvention or overriding of controls. Accordingly, an effective internal control system can provide only reasonable assurance with respect to financial statement preparation and the safeguarding of assets.

• Thecompanywillre-measureinvestmentpropertiestofairvalueannually.

• Thecompanywillotherwiseprepareitsaccountsonahistoricalcostbasisandwilladoptaccountingpoliciesin accordance with IFRS.

SAFARI INVESTMENTS RSA LIMITED(Incorporated in the Republic of South Africa)

(Registration number 2000/015002/06) Share code: SAR ISIN: ZAE000188280

(“Safari” or “the company” )

APPLICATION FORM TO PARTICIPATE IN THE OFFER TO BE COMPLETED BY QUALIFYING INVESTORS

The definitions commencing on page 13 of the pre-listing statement towhich this application form is attached, applymutatis mutandis throughout this application form, unless the context clearly indicates otherwise.

The offer comprises an offer for subscription of up to a maximum of 53 200 000 shares at an issue price of between R7,00 and R8,00 per share. The price may however be outside this range. Successful applicants will be advised of their allotment of shares by not later than Wednesday, 2 April 2014.

Dematerialised shares

The allocated shares will be issued to successful applicants in dematerialised form only. Applicants, if they have not already done so, must appoint a CSDP directly; or a broker, to receive and hold the dematerialised shares on their behalf. Applicants must contact their CSDP or broker and advise that they have submitted an application form to participate in the offer. Applicants must further make arrangements with their CSDP or broker for payment to be made in terms of the agreement governing their relationship with their CSDP or broker in respect of the shares allocated to them in terms of the offer. Payment must be received by the settlement date, expected to be Monday, 7 April 2014, against which the shares will be issued to successful applicants and delivered to their CSDP or broker. Details of the CSDP or broker must be conveyed by successful applicants to the bookrunners before close of business on Wednesday, 2 April 2014

Applicants will only be permitted to apply for shares with a minimum total acquisition cost, per single addressee acting as principal, of greater than or equal to R1 million unless the applicant is a person, acting as principal, whose ordinary business, or part of whose ordinary business, is to deal in securities, whether as principal or agent (in reliance on section 96(1)(a)(i) and 96(1)(b) of the Companies Act) or such applicant falls within one of the other specified categories of persons listed in section 96(1) of the Companies Act.

Successful applicants should note the provisions of section 122 of the Companies Act, which provides for a disclosure requirement in circumstances where a multiple of 5% of the issued securities of a class are acquired in a regulated company, as defined in the Companies Act.

Please refer to the instructions overleaf before completing this application form.

This application form, when completed, should be sent by email to Danie van Huyssteen (danie@dea-ru.co.za) and Zach Engelbrecht (zach@safari-retail.com) or hand delivered to:

Safari Investments RSA Limited420 Friesland LaneLynnwood Pretoria0081(Postal 420 Friesland Lane, Lynnwood, Pretoria 0081)Attention: Danie van Huyssteen and Zach Engelbrecht

The application form must be received by no later than 12:00 on Wednesday, 2 April 2014.

NO LATE APPLICATIONS WILL BE ACCEPTED

Allocation and over subscription

The basis of allocation of the issued shares will be determined by the bookrunner in consultation with Safari. It is intended that notice of allocation will be given on Wednesday, 2 April 2014. Depending on the level of demand, applicants may receive no shares or fewer than the number of shares applied for. Any dealing in shares prior to delivery of such shares is entirely at the applicant’s own risk. No preference of allotment will be given to any particular company or group. In the event of an oversubscription, the board shall, in its sole discretion, determine an appropriate allocation mechanism, such that the private placement shares will be allocated on an equitable basis, calculated in such a way that a person will not, in respect of his application receive an allocation of a lesser number of shares than any other invited investor applying for the same number or a lesser number of shares. The board will also take into account the spread requirements of the JSE, the liquidity of the shares and consider the potential shareholder base that the board wishes to achieve.

Condition precedent

The listing is subject to the achievement of a spread of shareholders acceptable to the JSE, being a minimum of 300 public shareholders holding not less than 20% of the issued share capital of the company. Safari expects to meet these requirements after the private placement.

The offer and listing are conditional on obtaining the minimum spread of shareholders required under the Listings Requirements failing which, the private placing and any acceptance thereof shall not be of any force or effect and no person shall have a claim whatsoever against the company or any other person as a result of the failure of such condition.

Reservation of rights

The directors of Safari reserve the right to accept or refuse any application(s), either in whole or in part, or to pro rate any or all application(s) (whether or not received timeously) in such manner as they may determine.

The directors of Safari reserve the right to accept or reject, either in whole or in part, any applications should the terms contained in this pre-listingstatementofwhichthisapplicationformformspartandtheinstructionshereinnotbeproperlycompliedwith.

To the directors:

Safari Investments RSA Limited

1. I/We,theundersigned,confirmthatI/wehavefulllegalcapacitytocontractand,havingreadthepre-listingstatement,herebyirrevocablyapply for and request you to accept my/our application for the under mentioned number of shares at the under mentioned price per share or any lesser number that may in your absolute discretion be allotted to me/us.

2. I/Wewishtoreceivemy/ourallocatedsharesindematerialisedformandwillemail/handthisapplicationformtoDanievanHuyssteenorZach Engelbrecht, and will provide appropriate instructions to my/our CSDP or broker, as the case may be, with regard to the application herein and the payment thereof, as stipulated in the agreement governing my/our relationship with my/our CSDP or broker, as the case may be. I/We accept that payment in respect of this application will be, in terms of the custody agreement entered into between me/us andmy/ourCSDPorbroker;asthecasemaybe,onadelivery-versus-paymentbasis.

3. I/weunderstandthattheofferintermsofthispre-listingstatementissubjecttocertainconditions.

4. I/We, the undersigned, confirm that this application constitutes a legal contract between me/us and the company.

Date:

Signature:

Assisted by (where applicable):

Telephone number:

Cellphone number:

Email address:

Name of corporate body:

Registration number (if applicable):

First names in full (if individual):

Identity number (if applicable):

Postal address (preferably PO Box address):

Postal code:

Total number of private placement shares applied for: (enter figures only – not words):

Price offered per private placement share: (in cents):

Aggregate value of shares applied for and amount payable to Safari (in Rands):

Required information must be completed by CSDP or broker with their stamp and signature affixed thereto:

CSDP name:

CSDP contact person:

CSDP contact telephone number:

CSA or bank CSD account number:

Scrip account number:

Settlement bank account number:

Stamp and signature CSDP/broker:

INSTRUCTIONS:

1. Applications are irrevocable and may not be withdrawn once submitted.

2. Copies or reproductions of the application form may be accepted at the discretion of the directors of Safari.

3. Pleaserefertothetermsandconditionsoftheprivateplacementassetoutinparagraph3ofthepre-listingstatement.Applicantsshouldconsult their broker, banker or other professional advisor in case of doubt as to the correct completion of this application form.

4. Investors must submit only one application form.

5. No receipts will be issued for application forms.

6. All alterations to this application form must be authenticated by a full signature.

7. In determining the basis of allocation, the date that people committed to applying for the placement of the shares in terms of the private placement will be taken into account.

8. If any cheques or bankers’ drafts is dishonoured, the company may, in its sole discretion, regard the relevant application as invalid, or take such other steps in regard thereto as it may deem fit.