CIRCULAR TO EQUITES SHAREHOLDERS

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

The definitions commencing on page 7 of this circular have, where appropriate, been used on this cover page.

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

Action required

If you have disposed of all your Equites shares, then this circular, together with the attached form of proxy, should be handed to the purchaser of such Equites shares or to the broker, CSDP, banker or other agent through whom the disposal was effected.

Beneficial shareholders who hold dematerialised Equites shares through a CSDP or broker and who wish to attend the general meeting must request their CSDP or broker to provide them with the necessary letter of representation to attend the general meeting or must instruct their CSDP or broker to vote on their behalf in terms of their respective agreements with their CSDP or broker.

Equites shareholders are referred to page 6 of this circular, which sets out the detailed action required of them in respect of the transaction set out in this circular.

Equites does not accept responsibility and will not be held liable for any failure on the part of the CSDP or broker of dematerialised Equites shareholders to notify such shareholders of the general meeting or any business to be conducted thereat.

Equites Property Fund Limited (formerly VB Transport Proprietary Limited) (Incorporated in the Republic of South Africa) (Registration number 2013/080877/06) JSE share code: EQU ISIN: ZAE000188843 (Approved as a REIT by the JSE) ("Equites" or "the Company")

CIRCULAR TO EQUITES SHAREHOLDERS

relating to:

– the proposed acquisition of the airport land property by Equites;

and enclosing:

– a notice of general meeting; and
– a form of proxy (for use by certificated Equites shareholders or dematerialised Equites shareholders who have elected "own name" registration only).

Corporate advisor and sponsor Legal advisor

Independent expert Independent reporting accountants

Independent property valuer

Date of issue: 26 March 2015

This circular is available in English only. Copies of this circular may be obtained from the registered offices of Equites and from the transfer secretaries during normal office hours from Thursday, 26 March 2015 to Tuesday, 28 April 2015. The circular will also be available on the website of the company (www.equites.co.za) from Thursday, 26 March 2015.

CORPORATE INFORMATION

Registered address Company secretary

Equites Property Fund Limited (Registration number 2013/080877/06) 14th Floor Portside Building 4 Bree Street Cape Town, 8000 (PO Box 10271, Cape Town, 2000)

Corporate advisor and bookrunner Sponsor

Java Capital (Proprietary) Limited (Registration number 2012/089864/07) 2 Arnold Road Rosebank, 2196 (PO Box 2087, Parklands, 2121)

Independent property valuer Independent expert

Allison Stober Property Services (Proprietary) Limited (Registration number 2013/189820/07) 93 Tiverton Road Plumstead Cape Town, 8000 (same as physical address above)

Independent reporting accountants and auditors Legal advisor

Moore Stephens BKV Inc Chartered Accountants S.A. (Registration number 2002/031472/21) The Gateway, 3rd and 4th Floor Century Way, Century City, 7441 (PO Box 1955, Cape Town, 8000)

Transfer secretaries

Link Market Services South Africa (Proprietary) Limited (Registration number 2000/007239/07) 13th Floor, Rennie House 19 Ameshoff Street Braamfontein Johannesburg, 2001 (PO Box 4844, Johannesburg, 2000)

Place and date of Incorporation

Incorporated in South Africa on 20 May 2013

Riaan Gous c/o Equites Property Fund Limited 14th Floor Portside Building 4 Bree Street Cape Town, 8000 (PO Box 10271, Cape Town, 2000)

Java Capital Trustees and Sponsors (Proprietary) Limited (Registration number 2006/005780/07) 2 Arnold Road Rosebank, 2196 (PO Box 2087, Parklands, 2121)

PSG Capital (Proprietary) Limited 1st Floor, Ou Kollege Building 35 Kerk Street Stellenbosch, 7600 (PO Box 7403, Stellenbosch, 7599)

Cliffe Dekker Hofmeyr Inc. (Registration number 2008/018923/21) 11 Buitengracht Street Cape Town, 8001 (PO Box 695, Cape Town, 8000)

		Page
Corporate information		3
	Important dates and times for the transaction	5
	Action required by Equites shareholders	6
Definitions		7

	Circular to Equites shareholders
1.	Background	10
2.	Rationale for the transaction	10
3.	The airport land property	10
4.	Mechanics of the transaction	12
5.	Conditions precedent to the transaction	13
6.	Related party considerations and fairness opinion	13
7.	Opinion and recommendation of the board of Equites	13
8.	Valuation report	14
9.	Consolidated pro forma financial information	14
10.	Directors' interests	15
11.	Major shareholders	16
12.	Relationship information	16
13.	Management	16
14.	Material changes	16
15.	General meeting	17
16.	Litigation statement	17
17.	Consents	17
18.	Preliminary expenses and issue expenses	17
19.	Directors' responsibility statement	17
20.	Documents and consents to be available for inspection	18
Annexure 1	Independent expert's fairness opinion	20
Annexure 2	Independent property valuer's summary valuation report of the airport land property	25
Annexure 3	Consolidated pro forma financial information of Equites	30
Annexure 4	Independent reporting accountants' assurance report on the consolidated pro forma financial information of Equites	34
	Notice of general meeting of Equites shareholders	36

Form of proxy – general meeting of Equites shareholders Attached

IMPORTANT DATES AND TIMES FOR THE TRANSACTION

	2015
Last day to trade to be entitled to receive the circular	Friday, 13 March
Record date to be entitled to receive this circular	Friday, 20 March
Circular posted to Equites shareholders on	Thursday, 26 March
Announcement of posting of circular and notice of general meeting on SENS on	Thursday, 26 March
Announcement of posting of circular and notice of general meeting in the press on	Friday, 27 March
Last day to trade in order to attend and vote at the general meeting	Friday, 10 April
Record date in order to be eligible to attend and vote at the general meeting	Friday, 17 April
Receipt of forms of proxy in respect of the general meeting of Equites shareholders by 10:00 on	Thursday, 23 April
The general meeting to be held at 10:00 on	Tuesday, 28 April
Results of the general meeting and finalisation announcement released on SENS on	Tuesday, 28 April
Results of the general meeting and finalisation announcement published in the press on	Wednesday, 29 April

Notes:

All dates and times in this circular are local dates and times in South Africa. The above dates and times are subject to change. Any changes will be released on SENS and published in the press.
Equites shareholders are referred to page 6 of this circular for information on the action required to be taken by them.

ACTION REQUIRED BY EQUITES SHAREHOLDERS

The definitions commencing on page 7 of this circular have, where appropriate, been used in this section regarding the action required by shareholders.

Please take careful note of the following provisions regarding the action required by Equites shareholders. If you are in any doubt as to the action you should take, please consult your CSDP, broker, attorney, banker or professional advisor immediately.

1. IF YOU HAVE DEMATERIALISED YOUR EQUITES SHARES AND DO NOT HAVE "OWN NAME" REGISTRATION

1.1 Voting at the general meeting

If your dematerialised Equites shares are not recorded in your own name in the electronic sub-register of Equites, you should notify your duly appointed CSDP or broker, as the case may be, in the manner and subject to the cut-off time stipulated in the custody agreement governing your relationship with your CSDP or broker, of your instructions as regards voting your Equites shares at the general meeting.

If you have not been contacted, it would be advisable for you to contact your CSDP or broker immediately and furnish your CSDP or broker with your instructions.

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

You must not complete the attached form of proxy.

1.2 Attendance and representation at the general meeting

In accordance with the mandate between you and your CSDP or broker, you must advise your CSDP or broker if you wish to:

attend, speak and vote at the general meeting; or
send a proxy to represent you at the general meeting.

Your CSDP or broker will then issue the necessary letter of representation to you to attend the general meeting. You will not be permitted to attend, speak or vote at the general meeting, nor send a proxy to represent you at the general meeting without the necessary letter of representation being issued to you and your CSDP or broker may then vote on your behalf at the general meeting in accordance with the mandate between you and your CSDP or broker.

2. IF YOU HAVE NOT DEMATERIALISED YOUR EQUITES SHARES OR IF YOU HAVE DEMATERIALISED EQUITES SHARES WITH "OWN NAME" REGISTRATION

2.1 Voting, attendance and representation at the general meeting

You may attend, speak and vote at the general meeting in person.

Alternatively, you may appoint a proxy to represent you at the general meeting by completing the attached form of proxy in accordance with the instructions contained therein and return it to the registered office of Equites or the transfer secretaries, Link Market Services South Africa Proprietary Limited, 13th Floor Rennie House, 19 Ameshoff Street, Braamfontein, 2001, (PO Box 4844, Johannesburg, 2000), to be received by no later than Thursday, 23 April 2015. The relevant form of proxy may also be handed to the chairman of the general meeting no later than ten minutes before the general meeting is due to commence.

DEFINITIONS

Throughout this circular and the annexures hereto, unless otherwise stated, the words in the first column have the meanings assigned to them in the second column, words in the singular include the plural and vice versa, words importing natural persons include corporations and associations of persons and any reference to a gender includes the other gender and the neuter.

"acquisition agreement"	the sale of land agreement concluded between Equites and Dormell in terms of which Equites is acquiring the airport land property from Dormell;
"airport land property	Remainder Erf 113223, in the City of Cape Town, Western Cape Province, held by deed of transfer T11880/2011 and all improvements thereof, measuring 15.75 hectares in extent, which land is vacant and undeveloped;
"board" or "directors"	board of directors of Equites;
"business day"	any day, other than a Saturday, Sunday or gazetted public holiday in South Africa;
"certificated Equites shareholders"	holders of certificated Equites shares;
"certificated Equites shares"	Equites shares which have not been dematerialised, title to which is represented by a share certificate or other document of title;
"circular"	this bound document dated 26 March 2015, including the annexures, notice of general meeting and form of proxy, as applicable;
"Companies Act" or "the Act"	the Companies Act, 2008, as amended;
"conditions precedent"	outstanding conditions precedent to the transaction set out in paragraph 5 of this circular;
"conveyancers"	the conveyancers appointed by Dormell to give effect to the transfer of the airport land property to Equites;
"CSDP"	Central Securities Depository Participant appointed by a shareholder for purposes of, and in regard to, dematerialisation and to hold and administer securities or interest in securities on behalf of a shareholder;
"CSV Construction"	CSV Construction (Proprietary) Limited (Registration number 2007/031006/07), a private company incorporated in accordance with the laws of South Africa, the shareholders of which are the Anke and Sebastian Trust (of which Johnny Cullum, a non-executive director of Equites, is a beneficiary and trustee) and the Von Klopmann Family Trust;
"dematerialisation" or "dematerialised"	process by which securities held in certificated form are converted to or held in electronic form as uncertificated securities and recorded in a sub-register of securities holders maintained by a CSDP after the documents of title have been validated and cancelled by the transfer secretaries and captured onto the Strate system by the selected CSDP or broker and the holding of securities is recorded electronically;
"dematerialised Equites shares"	Equites shares which have been through the dematerialisation process;
"dematerialised Equites shareholders"	holders of dematerialised Equites shares;
"deposit"	the refundable deposit payable to Dormell in the amount of R45 000 000;
"Distell"	Distell Group Limited (Registration number 1988/005808/06), a public company registered and incorporated in accordance with the laws of South Africa and listed on the JSE;

EQUITES PROPERTY FUND LIMITED

"documents of title"	share certificates, certified transfer deeds, balance receipts, or any other documents of title to Equites shares;
"Dormell"	Dormell Properties 575 Proprietary Limited (Registration number 2006/005847/07), a private company registered and incorporated in accordance with the laws of South Africa, the shareholders of which are the Anke and Sebastian Trust (of which Johnny Cullum, a non executive director of Equites, is a beneficiary and trustee) and the Von Klopmann Family Trust;
"Equites shares"	issued shares in the share capital of Equites, which are listed on the JSE;
"Equites shareholders" or "shareholders"	registered holders of Equites shares;
"fairness opinion"	fairness opinion prepared by the independent expert in respect of the terms of the transaction as set out in Annexure 1;
"final payment date"	31 May 2016;
"Financial Markets Act"	Financial Markets Act, 2012 (Act No. 19 of 2012), as amended or replaced from time to time;
"general meeting"	general meeting of Equites shareholders to be held at 10:00 on Tuesday, 28 April 2015 at the registered office of Equites (14th Floor, Portside Building, 4 Bree Street, Cape Town, 8000) for the purpose of considering and if deemed fit, passing of the resolution necessary to implement the transaction;
"independent expert" or "PSG Capital"	PSG Capital (Proprietary) Limited (Registration number 2006/015817/07), a private company registered and incorporated with limited liability in accordance with the laws of South Africa, full details of which are set out in the Corporate Information section;
"independent property valuer" or "Allison Stober Property Services"	Allison Stober Property Services (Proprietary) Limited (Registration number 2013/189820/07), a private company registered and incorporated in accordance with the laws of South Africa, full details of which are set out in the "Corporate Information" section;
"independent reporting accountants" or "Moore Stephens"	Moore Stephens BKV Inc (Registration number 2002/031472/21) Chartered Accountants, trading as Moore Stephens, Registered Auditors (Practice number 900908), full details of which are set out in the "Corporate information" section;
"infrastructural services"	the construction and installation of all the requisite bulk infrastructural services on the airport land property, including, inter alia, the removal of the concrete wall, the relocation of the power line, the bulk earthworks, roads and parking, electricity, sewerage, storm water and water connection services;
"infrastructural services contract"	the contract to be concluded between Equites and CSV Construction in terms of which the latter shall install and construct the infrastructural services;
"infrastructural services costs"	the total costs of the infrastructural services, which costs will not exceed R30 000 000 excluding VAT;
"Java Capital"	collectively, Java Capital (Proprietary) Limited (Registration number 2012/089864/07), the corporate advisor and Java Capital Trustees and Sponsors (Proprietary) Limited (Registration number 2008/005780/07), the sponsor, full details of which are set out in the Corporate Information section;
"JSE"	Johannesburg Stock Exchange, being the exchange operated by the JSE Limited (Registration number 2005/022939/06), licensed as an exchange under the Financial Markets Act (Act 19 of 2012), and a public company registered and incorporated in terms of the laws of South Africa;
"last practical date"	last practical date prior to finalisation of this circular, being Monday, 16 March 2015;

"legal advisor" or "Cliffe Dekker"	Cliffe Dekker Hofmeyr Incorporated (Registration number 2008/018923/21), a personal liability company incorporated in accordance with the laws of South Africa, full details of which are set out in the Corporate Information section;
"Listings Requirements"	Listings Requirements of the JSE in force as at the last practical date;
"m2 "	square metres;
"NAV"	net asset value;
"prime rate"	the publicly quoted basic rate of interest, compounded monthly in arrears and calculated on a 365 day year, published by Nedbank Limited as being its prime overdraft rate from time to time;
"press"	Business Day newspaper;
"purchase consideration"	the purchase consideration payable by Equites for the airport land property, calculated in accordance with paragraph 4.1 of this circular;
"record date"	last day and time for Equites shareholders to be recorded in the register in order to participate in the transaction;
"register"	register of certificated shareholders maintained by Equites and the sub-register of dematerialised shareholders maintained by the relevant CSDPs;
"rentable area" or "GLA"	the gross lettable area of a property that can be rented to a tenant, measured in m²;
"resolution"	the resolution proposed in the notice of general meeting, attached to and forming part of this circular;
"SENS"	Stock Exchange News Service of the JSE;
"South Africa"	Republic of South Africa;
"Strate"	Strate (Proprietary) Limited (Registration number 1998/022242/07), a private company registered and incorporated in terms of the laws of South Africa, which is licensed to operate, in terms of the Financial Markets Act (Act 19 of 2012), as amended, and which is responsible for the electronic settlement system of the JSE;
"transaction"	the proposed acquisition of the airport land property from Dormell;
"transfer date"	the date of registration of transfer of the airport land property into the name of Equites;
"transfer secretaries" or "Link Market Services"	Link Market Services South Africa Proprietary Limited, (Registration number 2000/007239/07), a private company duly incorporated in accordance with the laws of South Africa, further details of which are set out in the "Corporate Information" section; and
"VAT"	Value added tax, levied in terms of the Value Added Tax Act, 1991 (Act No. 89 of 1991), as amended or replaced from time to time.

Directors of the company

Leon Campher (Chairman, Independent non-executive director) Giancarlo Lanfranchi (Deputy chairman, non-independent non-executive director)

Andrea Taverna-Turisan (Chief executive officer) Riaan Gous (Chief operating officer)

Bram Goossens (Executive financial director) Nazeem Khan (Independent non-executive director) Ruth Benjamin-Swales (Independent non-executive director) Kevin Dreyer (Non-independent non-executive director) Johnny Cullum (Non-independent non-executive director)

CIRCULAR TO EQUITES SHAREHOLDERS

1. BACKGROUND

1.1 As set out in the Equites pre-listing statement issued on 6 June 2014, Equites entered into an airport land option agreement with Dormell, in terms of which Equites had been granted the sole and exclusive option to purchase the airport land property. The airport land option agreement lapsed as a result of the non-fulfilment of a condition precedent contained therein.
1.2 As announced on SENS on 25 February 2015, Equites has entered into the acquisition agreement with Dormell in terms of which Equites will acquire the airport land property from Dormell.
1.3 The purpose of this circular is to provide Equites shareholders with information regarding the transaction and to convene a general meeting of Equites shareholders in order to consider and, if deemed appropriate, pass with or without modification, all of the resolutions necessary to implement the transaction.
1.4 Included in this circular is a notice to convene the general meeting at which the matters set out in paragraph 4 may be considered and, if deemed appropriate, the resolutions will be passed.

2. RATIONALE FOR THE TRANSACTION

The board is of the view that the airport land property is amongst the most valuable land remaining available for the development of A-grade industrial distribution warehouses in the Western Cape. The location of the airport land property in the sought after airport node, and the close proximity to the road infrastructure makes the location an ideal place for companies with a logistics and distribution focus.

3. THE AIRPORT LAND PROPERTY

3.1 The airport land property, known as Remainder Erf 113223, is vacant land and is located at 1AJ Modderdam Road which is within a prime industrial area, in Airport City, Cape Town. The airport land property is freehold with an extent of 157 200m2 . The independent property valuer has valued the airport land property at R199 000 000 as at 6 March 2015. In the SENS announcement released on 25 February 2015, it was noted that the status of the land would be investigated during the due diligence investigation. The board has taken legal advice on the matter, the summary of which is set out below.

3.2 During 2012, Dormell submitted an application for an environmental assessment for the development of 19 light industrial/commercial erven on the airport land property to the Western Cape Department of Environmental Affairs and Development Planning ("DEA & DP").
3.3 DEA & DP granted the environmental authorisation in respect of the 19 erven on the airport land property on 16 August 2012 ("2012 Environmental Approval").
3.4 On 6 June 2013, the Department of Planning and Development Management approved:
3.4.1 the rezoning of the airport land property from rural purposes to sub-divisional area for general industrial road purposes; and
3.4.2 the sub-division of the airport land property into 19 general industrial erven,

("Rezoning and Sub-divisional Approval").

3.5 An appeal was lodged against the 2012 Environmental Approval and Rezoning and Sub-divisional Approval, which appeal The Minister of Environmental Affairs and Development Planning of the Western Cape ("the Minister") dismissed on 6 February 2014.
3.6 The appellant then launched a review application at the Cape High Court requesting the Court to condone the late submission of its appeals (against the approvals referred to in paragraphs 3.3 and 3.4) and set aside the approvals. Both the Minister and DEA & DP opposed the review application and submitted comprehensive answering papers. To date, the appellant has failed to file replying papers and the matter has become dormant.
3.7 On 3 March 2014, Dormell was advised by the authorities that the approval processes had been concluded and that Dormell may proceed with the implementation of the development.
3.8 On 17 July 2014, Dormell (on request from Equites) submitted an amendment application to DEA & DP for a nonsubstantive amendment to the 2012 Environmental Approval, requesting authorisation to change from 19 erven to 5 erven.
3.9 The DEA & DP approved the application for the amendment of the authorisation ("2014 Amended Environmental Approval") on 28 August 2014 confirming that the amendment is non-substantive and within the approved development footprint.
3.10 On 16 October 2014, the same appellant lodged an appeal to the Minister against the 2014 Amended Environmental Approval. Dormell filed comprehensive answering papers. Once again, the appellant failed to file replying papers. The cut-off date for the submission of its replying papers was 6 January 2015.
3.11 It is important to note that notwithstanding the process relating to the 2014 Amended Environmental Approval, the 2012 Environmental Approval and the Rezoning and Sub-divisional Approval in respect of the 19 erven remain in place.
3.12 The board has sought a legal opinion regarding the appellant's prospects of success in its appeal against the 2014 Amended Environmental Approval and their review application in respect of the 2012 Environmental Approval and the Rezoning and Sub-division Approval. The advice has been that their chances are negligible in both instances.
3.13 Given the strategic importance of the airport land property in Equites' future growth, the board wishes to proceed with the transaction.

4. MECHANICS OF THE TRANSACTION

4.1 Purchase consideration and interest

4.1.1 In terms of the acquisition agreement, Equites will acquire the airport land property from Dormell for a purchase consideration (exclusive of VAT) which will be calculated as follows:

A = (B x C) – D

Where:

A is the purchase consideration;

B is the extent of the land on which the purchase consideration is based being, 143 500 square meters;
C is the price per square metre being, R1 200 per square meter; and
D is the infrastructural costs, which is estimated and capped at R30 000 000.
4.1.2 Based on the formula above, the purchase consideration is a maximum amount of R142 200 000 and will be settled through the issue of up to 14 220 000 shares as further detailed in paragraph 4.3 below.
4.2 If prior to the final payment date, Equites enters into an agreement of lease with Distell in terms of which Equites develops and lets a distribution warehouse on a portion of the airport land property to Distell, the purchase consideration for that portion of the airport land property will be reduced by R50.00 per square metre, provided that such reduction of the purchase consideration will not exceed R2 750 000.

4.3 Payment of purchase consideration

4.3.1 The purchase consideration is payable by Equites to Dormell, as follows:
4.3.1.1 on the transfer date, as security for the due fulfilment of the obligations of Equites to make the requisite payments, the payment of a refundable deposit to Dormell, in the amount of R45 000 000;
4.3.1.2 on the transfer date, by Equites issuing to Dormell one Equites share at an issue price of R10.00 per share; and
4.3.1.3 on the final payment date, subject to the repayment of the deposit, by Equites issuing to Dormell such number of Equites shares as is equal to the balance of the purchase consideration divided by the issue price per share of R10.00.
4.3.2 On the final payment date, Dormell will repay the deposit and receive all the shares contemplated in paragraph 4.3.1.3 above.

4.4 Effective date and warranties

4.4.1 The effective date of the transaction is the transfer date, which shall occur as soon as reasonably possible after the date on which all of the conditions precedent set out in paragraph 5 below have been fulfilled and/or waived. It is anticipated that transfer should occur during June 2015, subject to the fulfilment of the conditions precedent.
4.4.2 All risks in and benefits attaching to the airport land property will pass to Equites on the transfer date.
4.4.3 Warranties commonly provided for transactions of this nature have been provided by Dormell to Equites.

4.5 Infrastructural services

4.5.1 Equites has agreed to appoint CSV Construction to construct and install all the infrastructural services in accordance with the infrastructural services contract, provided that the pricing of CSV Construction in terms of the said contract is competitive and market related.

4.5.2 Should Equites wish to undertake any development work on the airport land property, Equites will notify CSV Construction of its intention to do so and negotiate with CSV Construction in good faith with a view for the development work to be undertaken by CSV Construction, provided that the pricing of CSV Construction is competitive and market related.

5. CONDITIONS PRECEDENT TO THE TRANSACTION

The transaction is subject to the fulfilment of the following conditions precedent:

5.1 Equites obtaining any regulatory consents pursuant to the conclusion of the transaction on or before 30 April 2015;
5.2 Equites obtaining the requisite shareholders' approval on or before 30 April 2015;
5.3 that by no later than 30 April 2015, Equites delivering a written notice to Dormell confirming that:
5.3.1 Equites is satisfied with the results of the due diligence investigation in respect of the airport land property; and
5.3.2 the board of directors of Equites has approved the transaction contemplated in the acquisition agreement; and
5.4 that by no later than 31 March 2015, the infrastructural services contract is concluded by and between Equites and CSV Construction.

6. RELATED PARTY CONSIDERATIONS AND FAIRNESS OPINION

6.1 The Anke & Sebastian Trust, which is an associate of Johnny Cullum, a non-executive director of Equites, is a 50% shareholder in Dormell. Accordingly, the transaction constitutes an acquisition from an associate of a related party in terms of section 10.1(b)(vii) of the JSE Listings Requirements.
6.2 Accordingly, the transaction is subject to approval being obtained at the general meeting by way of an ordinary resolution of the Equites shareholders. Although Johnny Cullum and his associates will be taken into account in determining a quorum at the general meeting, the JSE requires that the resolution must be approved by a majority of Equites shareholders, excluding the votes cast by Johnny Cullum and his associates.
6.3 The board of Equites has appointed an independent expert to provide an independent opinion on the fairness of the transaction. The independent expert has concluded that the terms of the transaction are fair to Equites shareholders and their report is set out in Annexure 1.

7. OPINION AND RECOMMENDATION OF THE BOARD OF EQUITES

7.1 The board of Equites, excluding Johnny Cullum, have evaluated the rationale for and the terms and conditions of the transaction and have further taken external advice in regard to the terms thereof.
7.2 The board of Equites, excluding Johnny Cullum, hereby confirm that it is of the opinion that the transaction is fair insofar as shareholders are concerned, having had regard to the fairness opinion prepared by the independent expert, a copy which is contained in Annexure 1, and having compared the purchase consideration payable by Equites to the value of the airport land property as per the independent valuation report prepared by the independent property valuer in respect thereof, a summary of which is contained in Annexure 2.
7.3 The board of Equites recommends that Equites shareholders vote in favour of the resolutions necessary to approve the transaction, which resolutions will be proposed at the general meeting. The directors who hold Equites shares intend voting their shares in favour of all resolutions proposed at the general meeting.

8. VALUATION REPORT

8.1 The airport land property was valued by Allison Stober of Allison Stober Property Services, who is an independent external registered professional valuer in terms of the Property Valuers Profession Act, No. 47 of 2000.
8.2 A detailed valuation report has been prepared in respect of the airport land property and is available for inspection in terms of paragraph 20 below. A summary of the valuation report in respect of the airport land property has been included in Annexure 2.

9. CONSOLIDATED PRO FORMA FINANCIAL EFFECTS

9.1 The consolidated pro forma financial effects of the transaction on Equites' basic earnings per share, headline earnings per share, diluted basic earnings per share, diluted headline earnings per share and distribution per share (collectively, "earnings and distribution per share") for the six months ended 31 August 2014 and net asset value per share and tangible net asset value per share as at 1 March 2014 are set out below.
9.2 Due to its nature, the consolidated pro forma financial effects, the consolidated pro forma statement of comprehensive income and the consolidated pro forma statement of financial position, (collectively, "the consolidated pro forma financial information"), may not give a fair reflection of Equites' financial position, changes in equity, results of operations and cash flows subsequent to the transaction.
9.3 The consolidated pro forma financial information is the responsibility of the directors and has been prepared for illustrative purposes only, to provide information on how the transaction may have impacted on the historical financial results of Equites for the six months ended 31 August 2014.
9.4 The consolidated pro forma statement of comprehensive income for the six months ended 31 August 2014 and the consolidated pro forma statement of financial position of Equites as at 1 March 2014 and the explanatory notes thereto are set out in Annexure 3 to this circular and should be read in conjunction with the independent reporting accountants' assurance report thereon which is presented in Annexure 4.
9.5 The consolidated pro forma financial information has been prepared in accordance with Equites' accounting policies and in compliance with IFRS.
9.6 The consolidated pro forma financial effects of the transaction on Equites are as follows:

		Pro forma	Percentage
	Before the	after the	change
	transaction	transaction	(%)
Basic earnings per share (cents)	19.8	16.5	(16.7%)
Headline earnings per share (cents)	20.9	17.4	(16.7%)
Diluted basic earnings per share (cents)	19.8	16.5	(16.7%)
Diluted headline earnings per share (cents)	20.9	17.4	(16.7%)
Distribution per share (cents)	21.0	18.6	(11.4%)
Net asset value per share (Rand)	10.1	10.1	—
Net tangible asset value per share (Rand)	10.1	10.1	—
Actual number of shares in issue	113 575 515	127 795 515	12.5%
Weighted average number of shares in issue	72 070 385	86 290 385	19.7%

9.7 Detailed notes and assumptions regarding the pro forma financial information are set out in Annexure 3.

10. DIRECTORS' INTERESTS

10.1 Directors' interests in Equites shares

10.1.1 Set out below are the interests of directors in the company as at the last practical date. This includes the interest of persons who are no longer directors, but resigned during the last 18 months. Direct and indirect beneficial interests are disclosed. In addition interests of associates of directors, where the director has no beneficial interest are separately disclosed (this relates principally to the holdings of spouses and minor children).

Beneficially held
Directors	Directly	Indirectly*	Associates	Total	%
Leon Campher	—	—	—	—	—
Giancarlo Lanfranchi	33	21 053 467	—	21 053 500	18.4%
Andrea Taverna–Turisan	200 034	13 018 192	—	13 218 226	11.6%
Riaan Gous	878 313	—	—	878 313	0.8%
Bram Goossens~	—	—	—	—	0.0%
Chrystal Grauso^	—	37 000	—	37 000	0.0%
Nazeem Khan	100 000	—	—	100 000	0.1%
Ruth Benjamin–Swales	4 800	—	4 000	8 800	0.0%
Kevin Dreyer	—	4 997 016	—	4 997 016	4.4%
Johnny Cullum	—	5 616 370	—	5 616 370	4.9%
Total	1 183 180	44 722 045	4 000	45 909 225	40.1%

* Reflects shares held by a director via a trust or company.

~Appointed with effect from 1 September 2014

^Resigned with effect from 1 September 2014

10.1.2 Set out below are the interests of directors in the company after the implementation of the transaction. This includes the interest of persons who are no longer directors, but resigned during the last 18 months. Direct and indirect beneficial interests are disclosed. In addition interests of associates of directors, where the director has no beneficial interest are separately disclosed (this relates principally to the holdings of spouses and minor children):

Beneficially held
Directors	Directly	Indirectly*	Associates	Total	%
Leon Campher	—	—	—	—	—
Giancarlo Lanfranchi	33	21 053 467	—	21 053 500	16.4%
Andrea Taverna–Turisan	200 034	13 018 192	—	13 218 226	10.3%
Riaan Gous	878 313	—	—	878 313	0.7%
Bram Goossens~	—	—	—	—	0.0%
Chrystal Grauso^	—	37 000	—	37 000	0.0%
Nazeem Khan	100 000	—	—	100 000	0.1%
Ruth Benjamin–Swales	4 800	—	4 000	8 800	0.0%
Kevin Dreyer	—	4 997 016	—	4 997 016	3.9%
Johnny Cullum	—	12 726 370	—	12 726 370	9.9%
Total	1 183 180	51 832 045	4 000	53 019 225	41.2%

* Reflects shares held by a director via a trust or company.

~Appointed with effect from 1 September 2014

^Resigned with effect from 1 September 2014

10.2 Directors' interests in transactions

Other than the directors'interests in the pre-listing acquisitions and post-listing acquisitions, details of which are set out in the pre-listing statement, the acquisition of properties subsequent to 31 August 2014 as set out in the unaudited consolidated interim results for the six months ended 31 August 2014, the directors' interests in Equites shares as set out in paragraph 10.1 above and Johnny Cullum's interest in Dormell, details of which are set out in paragraph 6 of this circular, none of the directors of the company, including a director of the company who resigned during the last 18 months, has or had any material beneficial interest, direct or indirect, in transactions, that were effected by the group during the current or immediately preceding financial year or during any earlier financial year and which remain in any respect outstanding or unperformed.

11. MAJOR SHAREHOLDERS

Set out below are the names of shareholders, other than directors that are directly or indirectly, beneficially interested in 5% or more of the issued shares of Equites as at the last practical date. Where these are associates of directors of the company, this has been indicated.

Number of	% of shares
shares	in issue
10 040 467	8.78%
9 086 857	7.94%
8 147 465	7.12%
7 833 000	6.85%
7 456 172	6.52%
6 415 170	5.61%
6 105 005	5.34%
55 084 136	48.1%

12. RELATIONSHIP INFORMATION

12.1 Other than the directors' interests in Equites shares as set out in paragraph 10.1 and Johnny Cullum's interests in Dormell, details of which are set out in paragraph 6 of the circular, neither the directors of Equites, nor the directors of its subsidiaries, had any beneficial interests, direct or indirect, in relation to the airport land property acquired by the group nor are they contracted to become a tenant of any part of the airport land property.
12.2 There is no relationship between any parties mentioned in paragraph 12.1 of this circular and another person that may conflict with a duty to the group.
12.3 Other than the directors' interests in Equites shares as set out in paragraph 10.1, the directors of the company, have not had a material beneficial interest in the acquisition or disposal of any properties of the company during the two years preceding the date of the valuation of such properties.

13. MANAGEMENT

The asset management and property management functions in respect of the airport land property will be undertaken by Equites.

14. MATERIAL CHANGES

Other than the acquisition of properties subsequent to 31 August 2014 as set out in the unaudited consolidated interim results for the six months ended 31 August 2014 and the proposed acquisition of the airport land property, there have been no material changes in the financial or trading position of the Equites group since publication of its unaudited consolidated interim results for the six-months ended 31 August 2014.

15. GENERAL MEETING

15.1 A general meeting of Equites shareholders will be held at the registered offices of Equites being 14th Floor, Portside Building, 4 Bree Street, Cape Town, 8000 on Tuesday, 28 April 2015 to consider and, if deemed fit, pass, with or without modification, the resolutions necessary to implement the transaction.
15.2 Details of the action required by Equites shareholders are set out on page 6 of this circular and in the notice of general meeting attached.

16. LITIGATION STATEMENT

The board of directors of Equites are not aware of any legal or arbitration proceedings, including any proceedings that are pending or threatened, that may have or have had in the recent past (being the previous 12 months) a material effect on the group's financial position.

17. CONSENTS

17.1 Each of the corporate advisor and sponsor, independent reporting accountants, independent property valuer, independent expert, transfer secretaries, legal advisor and company secretary have consented in writing to act in the capacities stated and to their names appearing in this circular and have not withdrawn their consent prior to the publication of this circular.
17.2 The independent reporting accountants, the independent expert and the independent property valuer have consented to the inclusion of their reports in the form and context in which they appear in this circular, which consents have not been withdrawn prior to the publication of this circular.

18. PRELIMINARY EXPENSES AND ISSUE EXPENSES

The expenses (excluding VAT) relating to the transaction which have been incurred or that are expected to be incurred are presented in the table below.

Expense	Recipient	R
Sponsor fees	Java Capital	150 000
Valuation fees	Allison Stober Property Services	14 500
Independent expert's fee	PSG Capital	100 000
Independent reporting accountants' fees	Moore Stephens	10 000
Legal fees	Cliffe Dekker	60 000
Conveyance fees	to be appointed by Dormell	180 000
Competition Commission filing fees	Cliffe Dekker	100 000
JSE documentation inspection fees	JSE	15 070
JSE listing fees	JSE	110 389
Press announcements, printing and marketing	Various	50 000
Contingency costs		110 041
Total		900 000

19. DIRECTORS' RESPONSIBILITY STATEMENT

The directors of Equites, collectively and individually accept full responsibility for the accuracy of the information given, certify that to the best of their knowledge and belief there are no facts the omission of which would make any statement false or misleading, certify that they have made all reasonable enquiries to ascertain such facts; and certify that this circular contains all information required by law and the Listings Requirements.

20. DOCUMENTS AND CONSENTS TO BE AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at any time during normal business hours on business days from Thursday, 26 March 2015 until Tuesday, 28 April 2015 at the registered office of Equites:

20.1 the MOI of Equites and its subsidiaries;
20.2 the acquisition agreement;
20.3 the airport land option agreement;
20.4 a signed copy of this circular;
20.5 the fairness opinion prepared by the independent expert, a copy of which is set out in Annexure 1;
20.6 the independent valuers' summary report, a copy of which is set out in Annexure 2 and detailed valuation report;
20.7 the independent reporting accountants' report, a copy of which is set out in Annexure 4;
20.8 the letters of consent referred to in paragraph 17; and
20.9 the unaudited consolidated interim results for the six-months ended 31 August 2014 and the audited financial statements of the Equites group for the period ended 28 February 2014.

Signed in Cape Town by Andrea Taverna-Turisan on his behalf and on behalf of all the directors of the company on Tuesday, 17 March 2015 in terms of powers of attorney granted by them.

Andrea Taverna-Turisan

For: Leon Campher, a director, herein represented by Andrea Taverna-Turisan under and in terms of a power of attorney executed on Tuesday, 17 March 2015.

For: Giancarlo Lanfranchi, a director, herein represented by Andrea Taverna-Turisan under and in terms of a power of attorney executed on Tuesday, 17 March 2015.

For: Bram Goossens, a director, herein represented by Andrea Taverna-Turisan under and in terms of a power of attorney executed on Tuesday, 17 March 2015.

For: Riaan Gous, a director, herein represented by Andrea Taverna-Turisan under and in terms of a power of attorney executed on Tuesday, 17 March 2015.

For: Nazeem Khan, a director, herein represented by Andrea Taverna-Turisan under and in terms of a power of attorney executed on Tuesday, 17 March 2015.

For: Ruth Eleanor Benjamin-Swales, a director, herein represented by Andrea Taverna-Turisan under and in terms of a power of attorney executed on Tuesday, 17 March 2015.

For: Kevin Dreyer, a director, herein represented by Andrea Taverna-Turisan under and in terms of a power of attorney executed on Tuesday, 17 March 2015.

EQUITES PROPERTY FUND LIMITED

Annexure 1

INDEPENDENT EXPERT'S FAIRNESS OPINION

"The Directors Equites Property Fund Limited ("Equites" or "the Company") 14th Floor, Portside Building 4 Bree Street Cape Town, 8001 South Africa

18 March 2015

Dear Sirs,

INDEPENDENT FAIRNESS OPINION IN RESPECT OF THE PROPOSED ACQUISITION BY EQUITES OF THE AIRPORT LAND PROPERTY

1. Introduction

In an announcement on SENS dated 25 February 2015, Equites announced the conclusion of an agreement with Dormell Properties 575 Proprietary Limited ("Dormell") in terms of which Equites will acquire Remainder Erf 113223, in the City of Cape Town, Western Cape Province, held by deed of transfer T11880/2011 and all improvements thereon, measuring 15.72 hectares in extent ("the Airport Land Property") ("the Acquisition Agreement"). The maximum purchase consideration payable for the Airport Land Property as per the Acquisition Agreement is estimated at R142.2 million, to be settled in Equites shares ("the Transaction").

Full particulars of the Transaction are contained in the circular to Equites shareholders ("the Circular") to be dated on or about 26 March 2015, of which this opinion forms part.

2. Scope

Dormell is an associate of Johnny Cullum, a non-executive director of Equites. In terms of section 10.1(b)(vii) of the JSE Limited ("JSE") listings requirements ("Listings Requirements"), the Transaction is therefore deemed to be a related party transaction. Accordingly, the board of directors of Equites ("the Equites Board") is required in terms of section 10.4(f) of the Listings Requirements to obtain a fairness opinion from an independent professional expert as to whether the terms of the Transaction are fair as far as the shareholders of Equites are concerned.

PSG Capital Proprietary Limited ("PSG Capital") has been appointed by the Equites Board as the independent professional expert to advise, in accordance with the Listing Requirements on whether the terms and conditions of the Transaction are fair as far as the Equites shareholders are concerned.

3. Responsibility

Compliance with the Listings Requirements is the responsibility of the Equites Board. Our responsibility is to report on the terms and conditions of the Transaction as they relate to Equites shareholders.

We confirm that our fairness opinion has been provided to the Equites Board for the sole purpose of assisting the Equites Board in forming and expressing an opinion for the benefit of the Equites shareholders. We understand that the results of our work will be used by the Equites Board to satisfy the requirements of the Listings Requirements.

4. Definition of the term "fair"

A transaction will generally be considered to be fair to a company's shareholders if the benefits received by shareholders, as a result of a corporate action, are equal to or greater than the value surrendered.

The assessment of fairness is primarily based on quantitative considerations. The Transaction may be considered fair if the value of the Airport Land Property acquired by Equites is equal to or more than the value surrendered by Equites in terms of the Transaction.

We have applied the aforementioned principle in preparing our opinion for the Transaction. This fairness opinion does not purport to cater for an individual shareholder's position but rather the general body of shareholders subject to the Transaction. A shareholder's decision regarding the fairness of the terms of the Transaction may be influenced by their particular circumstances (for example taxation and the original price paid for the shares).

5. Sources of information

In the course of our valuation analysis, we relied upon financial and other information, including prospective financial information, obtained from Equites management and from various public, financial and industry sources. Our conclusion is dependent on such information being complete and accurate in all material respects.

The principal sources of information used in performing our independent valuation include:

a draft of the Circular to be sent to Equites shareholders;
the Acquisition Agreement dated 23 February 2015;
the audited financial statements of Equites for the 12 months period ended 28 February 2014;
the unaudited interim financial results of Equites for the 3 and 6 month periods ended 31 August 2014;
forecasted financial information for Equites for periods up to February 2016 as set out in the Company's pre-listing statement dated 6 June 2014 ("Pre-listing Statement");
the Equites management's updated forecast of financial information for the financial years ended 28 February 2015 to 28 February 2018;
the Equites investor presentation dated June 2014;
selective valuation reports in respect of the Equites portfolio of properties prepared by the external property valuer;
valuation report in respect of the Airport Land Property prepared by the external property valuer dated 6 March 2015;
other financial and non-financial information and assumptions made by management and discussions held with management and directors regarding Equites operations;
discussions with Equites directors and management regarding the financial information relating to prevailing market, economic, legal and other conditions which may affect the underlying value and the rationale for the Transaction;
comparative publicly available financial information on suitable peer-listed companies;
publicly available information relating to Equites that we deemed to be relevant; and
publicly available information relating to the industry in which Equites operate that we deemed relevant, including company announcements, analysts' reports and media articles.

6. Assumptions

We have arrived at our opinion based on the following assumptions:

that the terms, conditions and structure of the Transaction are legally enforceable;
that reliance can be placed on the historical audited financial information and financial forecasts of Equites used in the analysis;
the current economic, regulatory and market conditions will not change materially;
Equites is not involved in any material legal proceedings;
Equites do not have outstanding disputes with any regulatory body, including the South African Revenue Service;
that the property valuations prepared by the external property valuers are reasonable and appropriate and that there were no material changes to the value of the property portfolio;
that there are no governmental rights in respect of any expropriation of the Airport Land Property;
there are no undisclosed contingencies that could affect the value of Equites; and
the structure of the purchase consideration will not give rise to any undisclosed tax liabilities.

7. Appropriateness and reasonableness of underlying information and assumptions

We satisfied ourselves as to the appropriateness and reasonableness of the information and assumptions employed in arriving at our opinion by:

considering the historical trends of information and assumptions provided by Equites management;
comparing and corroborating such information and assumptions with external sources of information, to the extent that information is available; and
determining the extent to which representations from management and other industry experts were confirmed by documentary evidence as well as our understanding of Equites and the economic environment in which it operates.

8. Procedures

In arriving at our opinion, we relied upon financial and other information, obtained from management together with industryrelated and other information in the public domain. Our conclusion is dependent on such information being accurate in all material respects.

In arriving at our opinion we have, inter alia, undertaken the following procedures in evaluating the fairness of the Transaction:

reviewed the Pre-listing Statement;
reviewed and analysed the audited financial statements of Equites for the 12 months period ended 28 February 2014;
reviewed and analysed the unaudited interim financial results of Equites for the 3 and 6 month periods ended 31 August 2014;
reviewed and assessed the reasonableness of the assumptions used to prepare the Equites management's forecast financial information for the financial years ended 28 February 2015 to 28 February 2018 and compared to the relevant forecasts as included in the Pre-listing Statement;
determined the expected impact of the Transaction to Equites shareholders;

calculated the current clean market price of Equites shares;
where relevant, corroborated representations made by management to source documents;
reviewed certain publicly available information relating to Equites that we have deemed relevant;
reviewed the historic market prices and volumes of Equites shares as traded on the JSE and corroborated our valuations by comparing them to the traded price of Equites;
reviewed the financial implications of the Transaction on Equites;
considered the competence and capability of the independent property valuers by confirming the valuer's qualifications and professional memberships, as well as previous experience on work performed by the valuer;
reviewed selective valuations performed on Equites current property portfolio and the Airport Land Property by comparing the inputs applied in the valuations to PSG Capital's best estimate of inputs. Procedures performed by PSG Capital in deriving its best estimate of inputs applied included analysis of independent comparable properties valuations, extensive market research and discussions with a reputable third party property valuation expert;
determined the internal rate of return ("IRR") for Equites shareholders before and after the Transaction. The IRR calculation factors in the differing growth profiles of Equites and takes into consideration the medium-term outlook for shareholders. The expected IRR's for shareholders before the Transaction and after the Transaction were calculated with reference to the current market price of Equites shares, the forecast distributions for Equites projected, the development costs and benefits relating to the Airport Land Property and an exit price based on forecast distributions for 2018;
obtained letters of representation from Equites management asserting that we have been provided with all relevant information and that no material information was omitted and that all such information provided to us is accurate in all respects; and
considered other relevant facts and information relevant to concluding this opinion.

9. Valuation methodology

In considering the Transaction, PSG Capital performed an independent valuation of Equites and the Airport Land Property to determine whether the consideration offered in terms of the Acquisition Agreement, compared to the Airport Land Property, represents fair value.

For the purposes of our valuation, our valuation methodology included:

applying the distribution yield to determine the intrinsic value of a security based on the current calculated return on equity and distribution to Equites shareholders;
applying the income approach, as determined by the Discounted Cash Flow valuation approach on Equites prior to and assuming the Transaction is effected; and
applying the market approach to determine the fair value of Equites as a secondary valuation approach.

Key value drivers for the current Equites portfolio of properties and the Airport Land Property identified were, inter alia, lease escalation rates which ranges between 6% and 9%, growth rates of overheads projected to be in line with inflation, interest rates, gearing levels, forecasted vacancies of the properties which is projected to be in line with current levels, forecasted lease renewals, forecasted capital expenditure, forecasted tenant profiles and market yields and returns projected for Equites.

Sensitivity analysis was conducted on the Airport Land Property and Equites utilising existing and forecasted key value drivers which included, inter alia, the forecasted development of the Airport Land Property over a 3 year period, applying a variance of up to 66% on the forecasted development timeline and a sensitivity analysis on the forecasted capital expenditure to be incurred on the Airport Land Property estimated, at current rates, at approximately R3 000 per m2 . Additional sensitivity analyses were performed on Equites and the Airport Land Property on projected rental rates, lease escalation rates, forecasted increase in overheads and forecasted vacancies.

10. Opinion

We have considered the terms and conditions of the Transaction as set out in the Circular and based on the aforementioned, subject to the foregoing assumptions, based on our analysis and after taking into account all financial and non-financial considerations, that the value of the Airport Land Property acquired by Equites exceeds the value surrendered by Equites in terms of the Transaction amounting to R142.2 million as per the Acquisition Agreement, to be settled through the issue of Equites shares. The Transaction will therefore be value enhancing to Equites shareholders.

Based on the above, PSG Capital is of the opinion that the Transaction is fair to shareholders of Equites.

11. Limiting conditions

This opinion is provided to the Equites Board in connection with and for the purpose of the Transaction for the sole purpose of assisting the Equites Board in forming and expressing an opinion for the benefit of the Equites shareholders. This opinion is prepared solely for the Equites Board and therefore should not be regarded as suitable for use by any other party or give rise to third party rights.

The forecasts relate to future events and are based on assumptions, which may not remain valid for the whole of the relevant period. Consequently this information cannot be relied upon to the same extent as that derived from audited financial statements for completed accounting periods. We express no opinion as to how closely actual results will correspond to those forecasted by the management of Equites.

We relied upon the accuracy of the information used by us in deriving our opinion, albeit that, where practicable, we have corroborated the reasonableness of such information and assumptions through, amongst other things, reference to historic precedent and our knowledge and understanding. Whilst our work has involved an analysis of the annual financial statements, forecasts and other information provided to us, our engagement does not constitute nor does it include an audit conducted in accordance with applicable auditing standards. 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 Transaction.

The opinion expressed is necessarily based upon information available to us, the financial, regulatory, securities market and other conditions and circumstances existing and disclosed to us as at the date hereof. We have furthermore assumed that all conditions precedent, including any material regulatory and other approvals required in connection with the Acquisition Agreement have been or will be properly fulfilled. Subsequent developments may affect our opinion, however we are under no obligation to update, revise or re-affirm such.

12. Independence

We have been retained by the Equites Board as an independent expert to advise the Equites Board in connection with the Transaction. We confirm in terms of Schedule 5 of the Listings Requirements that we have no material interest, direct or indirect, beneficial or non-beneficial in Equites and that our fees are not contingent upon the success or failure of the Transaction.

13. Consent

We hereby consent to the inclusion of this opinion and references thereto, in whole or in part, in the form and context in which they appear to be included in any required regulatory announcement or documentation regarding the Transaction.

Yours faithfully

Riaan van Heerden PSG CAPITAL

John-Paul Dicks PSG CAPITAL"

Annexure 2

INDEPENDENT PROPERTY VALUER'S SUMMARY VALUATION REPORT OF THE AIRPORT LAND PROPERTY

"The Directors Equites Property Fund Limited 14th Floor, Portside Building 4 Bree Street Cape Town, 8000

18 March 2015 (Section 13.23. (c ))

Dear Sirs

INDEPENDENT PROPERTY VALUER'S SUMMARY VALUATION REPORT OF PORTIONS OF ERF 113223 ("THE PROPERTY")

1. INTRODUCTION

This summary valuation report has been prepared in accordance with Section 13.22 for inclusion in the circular of Equites Property Fund Limited ("Equites") as required in terms of the general provisions of Section 13: Property Companies of the Listing Requirements of the JSE Limited ("Section 13").

In accordance with your instruction of 17 November 2014, I confirm that we have visited and inspected the property listed in the attached schedule on the 24 November 2014 (section 13.23 (a) (iii)) and have received all necessary details required to perform a valuation in order to provide you with my opinion of the property's market values as at 6 March 2015 (section 13.23 (c)).

The valuation of the property has been carried out by the valuer who has carefully considered all aspects of the property. The property has a detailed valuation report which has been given to the management of Equites Property Fund Limited. The detailed report includes commentary on the market conditions, nature of the property, locality and proposed the subdivision development plan. All of these aspects have been considered in the detailed report of the property. The detailed report has further addressed recent as well has historical sales of serviced and appropriately zoned properties.

The value thus determined for the property indicates our opinion of the Market Value based upon local authority approval for subdivision and installation of bulk services. All costs relating to surveying, subdivision applications and installation of bulk services will be borne by the seller.

2. BASIS OF VALUATION

The basis of valuation for the property is Market Value.

Market value (Section 13.23 (d)) is defined by The South African Institute of Valuers and the International Valuations Standards Committee as:

"The estimated amount for which a property should exchange on the date of Valuation between a willing buyer and a willing seller in an arm's length transaction after proper marketing, wherein the parties had acted knowledgeably, prudently and without compulsion."

3. VALUATION METHODOLOGY

The calculation of the market value of this property has been based on Market Data Approach of Direct Comparison method (Comparable sales). This is the fundamental basis on which development land will be valued. (Section 13.23 (d)) and (Section 13.24 (e) (i)).

This approach is generally considered the most applicable valuation technique for un-improved properties, where sufficient market data exists to supply the necessary inputs and parameters for this approach.

The Market Data Approach of Direct Comparison method whereby transactions of similar properties are researched and analysed. Therefore taking view of the selling prices for similar size properties in prime industrial areas, which provided the Valuer with an informed opinion of a value for the property after development completion. (Section 13.24 (e) (i)).

4. VALUATION ASSUMPTIONS

Our estimates of the current market sales are based on our research of the recent transactions in the location of the property and similar nodes in close proximity to the property. Where such information is either unavailable or limited, we have relied on our knowledge of the market and have also, where appropriate, had regard to un-improved property statistics published by recognized companies and organizations. The value has been attributed by the development opportunity in terms of the proposed subdivision and rezoning. (Section 13.26). The proposal is to prepare the property for the opportunity for further developments.

The Valuer has taken cognisance of (Sections 13.26 (a) to (e)):

(a) whether or not planning permission has been applied for, whether such application has been granted or refused and the date of such grant or refusal;
(b) the nature, and a brief description, of the proposed development;
(c) an indication of when it is reasonable to expect development to commences;
(d) the expected development duration; and
(e) the estimated total costs of the development, including, without limitations, the cost of financial carrying charges, letting commissions and other ancillary costs.

5. BRIEF DESCRIPTION (Sections 13.23 (a) (iv) and (v))

The property is un-improved land (vacant land) within a prime industrial area, in Airport City, Cape Town. (Sections 13.23 (a) (iv) and (v))

The property is known as Erf 113223 Cape Town, located at 1AJ Modderdam Road, Airport City. The property is freehold with a total extent of 137,418m² or 13.74ha and held by Deed of Transfer T11880/2011. (Section 13.23 (a) (viii))

6. CURRENT STATE OF DEVELOPMENT

The property is not serviced but is zoned for General Industrial Use. The subject property currently is one vacant plot measuring 13.7418 hectares (ha). The property is level, un-serviced and zoned for General Industrial Use. The development proposal is to subdivide the subject property into 19 plots. (Sections 13.24 (a) and (b)).

7. CAVEATS

(a) Source of information and verification. (Section 13.23 (a) (xiii))

Information on the property regarding the proposed development plan has been supplied by Equites Property Fund Limited. The valuation is based on the information which we obtained from the South African Deeds office records reflecting property transactions. We have relied on this information provided as being correct and complete and there being no undisclosed matters which would affect the valuation.

(b) Mortgage bonds and loans etc.

The property has been valued as if wholly-owned with no account being taken of any outstanding monies due in respect of mortgage bonds, loans and other charges.

No deductions have been made in our valuation for costs of acquisition. The property has been valued in a completed state and no deductions have been made for retention or any other set-off deductions for any purposes which may be made at the discretion of the purchaser when purchasing the property.

All areas quoted within the detailed valuation report are those stated in the information furnished by Equites Property Fund Limited in particular to proposed sub-divisional plan.

(d) Title Deeds

Copies of the Title Deeds of the property have been obtained and our valuation assumes there are no conditions in the current Title Deed that may have an impact on the value determined therein. (Section 13.23 (a) (xiii))

(e) Contamination

The valuation assumes that a formal environmental assessment is not required and further that the property is not environmentally impaired or contaminated. (Section 13.23 (a) (xii))

(f) Town Planning

Full town planning details have been supplied in the detailed valuation report including conditions and restrictions and the property has been checked against such conditions. This is to ensure that they comply with the town planning regulations.

There do not appear to be any infringement of local authority regulations by the property.

There is no contravention of any statutory regulations or town planning local authority regulation relating to the property which infringement could decrease the value of the property as stated. (Section 13.23 (a) (vi) and (vii))

(g) The Valuer

The Valuation Report have been prepared by the Allison Stober Property Services (Pty) Ltd

(h) Full Disclosure

This valuation has been prepared on the basis that full disclosure off all information and factors which may affect the valuation have been made to ourselves and we cannot accept any liability or responsibility whatsoever for the valuation, unless such full disclosure has been made.

(i) Standards

We confirm our Valuation Report has been completed in accordance with both international and local standards, namely:

International Valuation Standards Committee (IVSC, White Book)

The rules and guidelines laid down by the South African Council for the Property Valuers Profession in accordance with the Valuers Act 2000.

8. OPTIONS OR BENEFIT / DETRIMENT OF CONTRACTUAL ARRANGEMENTS

To the best of my knowledge there are no contractual arrangements in respect of the property that have a major benefit or are detrimental to the fundamental value base of the property. (Section 13.23 (g))

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

9. ALTERNATIVE USE FOR A PROPERTY

The property has been valued in accordance with the proposed development which represents its market value. Thus alternative use value has not been reported for the property. (Section 13.27)

10. EXTERNAL PROPERTY

The property is not situated outside the Republic of South Africa. (Section 13.28)

11. OTHER GENERAL MATTERS AND VALUATION SUMMARY

The valuation excludes any amounts of Value-Added Tax, transfer duty, or securities transfer duty. A detailed report is available on the property detailing the development plan and the valuer's commentary. This has been given to the directors of Equites Property Fund Limited. (Sections 13.30 and 13.31)

12. MARKET VALUE

I am of the opinion that aggregate Market Value of the property as set out in the attached Schedule to be acquired by Equites Property Fund Limited as at 6 March 2015 is an amount of R199 000 000 (One Hundred and Ninety Nine Million Rand).

I confirm that to the best of my knowledge and belief there have been no material changes between the date of valuation and the last practicable date in any circumstances relating to the property, which would affect the valuation thereof. (Section 13.23 (c))

I confirm that I have no pecuniary or other related interest that would conflict with a proper valuation of the property contained in Equites Property Fund Limited, other than the normal professional fees.

With over 15 years' experience in property valuation, the undersigned is qualified to express a professional and independent opinion on the value of the property.

Yours faithfully

For Allison Stober Property Services (Pty) Ltd (Section 13.23 (b))

Independent Valuer

Allison Stober Professional Valuer (4461) (Registered without restrictions in terms of the Property Valuers Profession Act No.47 of 2000)

93 Tiverton Road, Plumstead, 7800"

PROPERTY SCHEDULE

Land	Airport City industrial land, 1AJ Modderdam Road
Registered legal description (Erf number) (Section 13.23(a)(ii))	Erf 113223, Cape Town
Nature and a brief description of the proposed development (Section 13.26(b))	Vacant land held for industrial development
Planning permission has been applied for (Section 13.26(a))	No
Planning permission application has been granted or	Subdivision application still to be handed in. Transfer of property
refused and the date of such grant or refusal	still to be made
(Section 13.26(a))
Expected development commencement date	Commencement upon subdivision approval. Unknown at this stage
(Section 13.26(c))
Expected development duration (Section 13.26(d))	Developed over a period of time in accordance with market demand
Expected total cost of development (Section 13.26(e))	Unknown
Market value	R199 000 000

Annexure 3

CONSOLIDATED PRO FORMA FINANCIAL INFORMATION OF EQUITES

Set out below are the consolidated pro forma statement of financial position, consolidated pro forma statement of comprehensive income and a reconciliation between earnings, headline earnings, distributable profit and distributable earnings, reflecting the effects of the transaction based on Equites' consolidated interim results for the six-months ended 31 August 2014.

Due to its nature, the consolidated pro forma financial effects set out in paragraph 9 of the circular, the consolidated pro forma statement of financial position, consolidated pro forma statement of comprehensive income and the reconciliation between earnings, headline earnings, distributable profit and distributable earnings, set out below, (collectively, "consolidated pro forma financial information") may not fairly present Equites' financial position, changes in equity, results of operations and cash flows subsequent to the transaction.

The consolidated pro forma financial information is the responsibility of the directors and has been prepared for illustrative purposes only, in order to provide information about the financial position of Equites assuming that the transaction had been implemented on 31 August 2014 for statement of financial position purposes and on 1 March 2014 for statement of comprehensive income purposes.

The consolidated pro forma financial information has been prepared in compliance with IFRS and in accordance with the accounting policies of the Equites group that were used in the preparation of the published unaudited consolidated interim results for the six-months ended 31 August 2014.

The consolidated pro forma financial information has been reviewed by the independent reporting accountants whose report on the consolidated pro forma financial information is contained in Annexure 4 of the circular.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Set out below is the consolidated pro forma statement of comprehensive income for the 6 months ended 31 August 2014

	Before the
R'000	transaction2	Adjustment	Pro Forma
Revenue
Contractual revenue and tenant recoveries	44 039		44 039
Straight-lining of leases adjustment	6 999		6 999
	51 038		51 038
Property operating and management expenses	(9 369)		(9 369)
Net property income	41 669		41 669
Administrative expenses	(2 142)		(2 142)
Operating profit	39 527		39 527
Fair value adjustment to investment properties	(767)		(767)
Finance costs	(10 736)		(10 736)
Finance income	2 024		2 024
Financial instrument capital loss	(1 490)		(1 490)
Capital raising expenses	(14 288)		(14 288)
Net profit before tax	14 270		14 270
Income tax expense	—		—
Profit for the period	14 270		14 270
Other comprehensive income	—		—
Total comprehensive income for the period	14 270		14 270
Profit attributable to:
Owners of the parent	14 270		14 270
Non-controlling interest	—		—
	14 270		14 270
Total comprehensive income attributable to:
Owners of the parent	14 270		14 270
Non-controlling interest	—		—
	14 270		14 270

RECONCILIATION BETWEEN EARNINGS, HEADLINE EARNINGS, DISTRIBUTABLE PROFIT AND DISTRIBUTABLE EARNINGS

Set out below is the reconciliation between earnings, headline earnings, distributable profit and distributable earnings for the six months ended 31 August 2014

	Before the
R'000	transaction2	Adjustment	Pro Forma
Earnings (profit attributable to owners of the parent)	14 270		14 270
Adjusted for:
Fair value adjustments to investment properties	767		767
Headline earnings	15 037		15 037
Adjusted for:
Straight-lining of leases adjustment	(6 999)		(6 999)
Distributable profit	8 038		8 038
Adjusted for:
Capital raising expenses	14 288		14 288
Financial instrument capital loss	1 490		1 490
Distributable earnings	23 816		23 816
Basic earnings per share (cents)	19.8	(3.3)3	16.5
Headline earnings per share (cents)	20.9	(3.5)3	17.4
Diluted earnings per share (cents)	19.8	(3.3)3	16.5
Diluted headline earnings per share (cents)	20.9	(3.5)3	17.4
Distribution per share (cents)	21.0	(2.4)3	18.6
Weighted average number of shares in issue	72 070 385	14 220 0003	86 290 385
Diluted weighted average number of shares in issue	72 070 385	14 220 0003	86 290 385
Number of shares in issue at period-end	113 575 515	14 220 0003	127 795 515

Notes and assumptions to statement of comprehensive income

The transaction is assumed to be implemented on 1 March 2014.
The amounts in the "Before the transaction" column where extracted, without adjustment, from Equites' published unaudited consolidated results for the six months ended 31 August 2014.
The transaction will have no immediate impact on total comprehensive income or distributable earnings. As explained in paragraph 4 of the circular, one Equites share will be issued on the transfer date, with the balance of the purchase consideration being issued on the final payment date. For the purpose of illustrating the potential dilutive effect, it was assumed that all shares will be in issue from 1 March 2014.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Set out below is the consolidated pro forma statement of financial position as at 31 August 2014

	Before the
R'000	transaction2	Adjustment	Pro Forma
Assets
Non-current assets
Fair value of investment property (excluding straight-lining)	1 178 629	143 1003	1 321 729
Straight-lining lease accrual	6 999		6 999
	1 185 628	143 100	1 328 728
Current assets
Current tax receivable	395		395
Trade and other receivables	4 158		4 158
Financial asset held at fair value	70 314		70 314
Cash and cash equivalents	16 065		16 065
	90 932		90 932
Total assets	1 276 560	143 100	1 419 660
Equity and liabilities
Equity and reserves
Stated capital	1 131 884	142 2004	1 274 084
Accumulated profit	13 585		13 585
	1 145 469	142 200	1 287 669
Liabilities
Non-current liabilities
Financial liabilities	—		—
	—		—
Current liabilities
Financial liabilities	121 729		121 729
Trade and other payables	9 362	9003	9 362
	131 091	900	132 091
Total liabilities	131 091	900	132 091
Total equity and liabilities	1 276 560	143 100	1 441 840
Net asset value per share (cents)	1 009	1 000	1 007

Notes and assumptions to statement of financial position

The transaction is assumed to be implemented on 31 August 2014.
The amounts in the "Before the transaction" column where extracted, without adjustment, from Equites' published unaudited consolidated results for the six months ended 31 August 2014.
The transaction has been accounted for under ISA 40 (Investment property) and the cost of the land was calculated as the transaction value plus estimated transaction costs of R900 000 as set out in paragraph 18 of this circular.
The purchase consideration is assumed to be R143.1 million, assuming an agreement of lease with Distell as set out in paragraph 4.2 of this circular is not entered into prior to the final payment date. On the transfer date, one Equites share will be issued to Dormell, which will increase stated capital by R0.01125.
The balance of the purchase consideration will be settled through the issue of Equites shares on the final payment date (as explained in paragraph 4.3 of the circular).

Annexure 4

INDEPENDENT REPORTING ACCOUNTANTS' ASSURANCE REPORT ON THE CONSOLIDATED PRO FORMA FINANCIAL INFORMATION OF EQUITES

"The Directors Equites Property Fund Limited 14th Floor Portside Building 4 Bree Street Cape Town

18 March 2015

INDEPENDENT REPORTING ACCOUNTANTS' ASSURANCE REPORT ON THE COMPILATION OF THE PRO FORMA FINANCIAL INFORMATION INCLUDED IN A CIRCULAR

INTRODUCTION

We have completed our assurance engagement to report on the pro forma financial information related to the airport land acquisition as described in paragraph 3 of the circular posted by Equites on/about Wednesday, 25 March 2015 ("Circular"). The pro forma financial information consists of a consolidated statement of financial position as at 31 August 2014, a consolidated statement of comprehensive income and a reconciliation between earnings, headline earnings, distributable profit and distributable earnings for the six month period then ended, before and after the acquisition has taken place. The pro forma financial information has been compiled on the basis of the applicable criteria specified in the JSE Limited (JSE) Listings Requirements. Because of its nature, the pro forma financial information does not represent the company's actual financial position, financial performance or cash flows.

The pro forma financial information has been compiled by the Directors to illustrate the impact of the airport land acquisition, as if the acquisition had taken place on 31 August 2014 for statement of financial position purposes and 1 March 2014 for statement of comprehensive income purposes. As part of this process, information about the company's financial position has been extracted by the company's Directors from the company's unaudited interim results for the six months ended 31 August 2014.

RESPONSIBILITIES

Directors' responsibility for the pro forma financial information

The Directors are responsible for compiling the pro forma financial information in accordance with the JSE Listings Requirements.

Reporting accountants' responsibilities

Our responsibility is to express an opinion as required by JSE Listing Requirements, about whether the pro forma financial information has been compiled, in all material respects, by the Directors on the basis of the applicable criteria specified above, based on our procedures performed. We are not responsible for updating or reissuing any reports or opinions on any financial information used in compiling the pro forma financial information. In addition, we have not performed an audit or review of the pro forma financial information and, accordingly, we do not express an opinion on the pro forma financial information.

SCOPE

We conducted our engagement in accordance with International Standard on Assurance Engagements (ISAE) 3420, Assurance Engagements to Report on the Compilation of pro forma Financial Information Included in a Prospectus, issued by the International Auditing and Assurance Standards Board. This standard requires that we comply with ethical requirements and plan and perform procedures to obtain reasonable assurance about whether the directors have compiled, in all material respects, the pro forma financial information on the basis of the applicable criteria.

The purpose of pro forma financial information included in a circular is solely to illustrate the impact of the corporate action on unadjusted financial information of the entity as if the transactions had been undertaken at an earlier date selected for purposes of the illustration, namely the 31 August 2014. Accordingly, we do not provide any assurance that the actual outcome of the event or transaction at 31 August 2014 would have been as presented.

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 by the Directors in the compilation of the pro forma financial information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether:

the related pro forma adjustments give appropriate effect to those criteria; and
the pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information.

The procedures selected depend on the reporting accountants' judgment, having regard to the reporting accountants' understanding of the nature of the company, the event or transaction in respect of which the pro forma financial information has been compiled, and other relevant engagement circumstances.

The 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 Listings Requirements and described in paragraph 4 of Annexure 3 of the circular.

CONSENT

This report on the pro forma financial information is included solely for the information of the Equites shareholders. We consent to the inclusion of our report on the pro forma financial information and the references thereto, in the form and context in which they appear.

Yours faithfully

MOORE STEPHENS BKV Inc.

Chartered Accountants (S.A.) 3rd and 4th Floor, The Gateway Century Way Century City Registered Auditor and Reporting Accountant Specialist

Per: Andrew Pitt Director"

EQUITES PROPERTY FUND LIMITED

Directors of the company

Leon Campher (Chairman, Independent non-executive director) Giancarlo Lanfranchi (Deputy chairman, non-independent non-executive director) Andrea Taverna-Turisan (Chief executive officer) Riaan Gous (Chief operating officer)

NOTICE OF GENERAL MEETING OF EQUITES SHAREHOLDERS

Notice is hereby given that a general meeting of Equites shareholders will be held at 14th Floor, Portside Building, 4 Bree Street, Cape Town, 8000 at 10:00 on Tuesday, 28 April 2015 (the "general meeting") for the purposes of considering and, if deemed fit, passing, with or without modification, the resolution set out in this notice.

The terms defined in the circular with which this notice of meeting is enclosed ("circular") shall bear the same meanings in this notice of meeting and in particular in the resolutions referred to below.

All meeting participants, including proxies, will be required to provide identification reasonably satisfactory to the chairman of meeting (which may take the form of valid identity documents, driver's licenses or passports, for example).

	2015
Last day to trade to be entitled to receive the notice of the general meeting	Friday, 13 March
Record date to be entitled to receive the notice of the general meeting	Friday, 20 March
Last day to trade to be entitled to participate in and vote at the general meeting	Friday, 10 April
Record date to be entitled to participate in and vote at the general meeting	Friday, 17 April

ORDINARY RESOLUTION 1 – Approval of the transaction

"RESOLVED THAT the proposed acquisition by Equites of the airport land property at the purchase consideration, and otherwise on the terms and subject to the conditions set out in the circular, be and is hereby approved."

ORDINARY RESOLUTION 2 – Authorisation of the directors

"RESOLVED THAT any one of the directors of Equites be and is hereby authorised to do all things and sign all documents required to give effect to and implement ordinary resolution 1 above."

Quorum:

A quorum for the purposes of considering the ordinary resolutions above shall consist of three shareholders of the company personally present or represented by proxy (and if the shareholder is a body corporate, the representative of the body corporate) and entitled to vote at the general meeting. In addition, a quorum shall comprise 25% of all voting rights entitled to be exercised by shareholders in respect of the resolutions above.

Given that the transaction is being treated as a related party transaction, in terms of section 10.9(f) of the Listings Requirements, the shares held or controlled by the related party, Johnny Cullum, and his associates, Dormell, may be taken into account for the purposes of determining a quorum at the general meeting.

Voting:

On a show of hands, every shareholder of the company present in person or represented by proxy shall have one vote only. On a poll, every shareholder of the company present in person or represented by proxy shall have one vote for every share held in the company by such shareholder.

In order for ordinary resolutions number 1 and 2 above to be adopted, the support of more than 50% of the total number of votes exercised by shareholders on the resolution is required.

Given that the transaction is being treated as a related party transaction, in terms of 10.9(f) of the Listings Requirements, the votes of the related party, Johnny Cullum, and his associates, Dormell, must be excluded for the purposes of determining the results of the voting at the general meeting.

Form of proxy:

A form of proxy is attached for the convenience of any Equites shareholder holding certificated shares who cannot attend the general meeting of shareholders or who wishes to be represented thereat. Forms of proxy may also be obtained on request from Equites' registered office. The completed forms of proxy must be deposited at or posted to the office of the transfer secretaries, Link Market Services South Africa (Proprietary) Limited,13th Floor, Rennie House,19 Ameshoff Street, Braamfontein, Johannesburg, 2001, (PO Box 4844, Johannesburg, 2000) to be received by not later than 10:00 on Thursday, 23 April 2015. Any Equites shareholder who completes and lodges a form of proxy will nevertheless be entitled to attend and vote in person at the general meeting should the shareholder subsequently decide to do so.

Dematerialised shareholders who have elected "own-name" registration in the sub-register through a CSDP and who are unable to attend but who wish to vote at the general meeting must complete and return the attached form of proxy in accordance with the instructions contained therein and lodge it with the transfer secretaries, Link Market Services South Africa (Proprietary) Limited,13th Floor, Rennie House,19 Ameshoff Street, Braamfontein, Johannesburg, 2001, (PO Box 4844, Johannesburg, 2000) by no later than 10:00 on Thursday, 23 April 2015.

Dematerialised shareholders, who have not elected "own-name" registration in the sub-register through a CSDP and who wish to attend the general meeting must instruct their CSDP or broker to issue them with a letter of representation.

Dematerialised shareholders who have not elected "own-name" registration in the sub-register through a CSDP and who are unable to attend but who wish to vote at the general meeting should ensure that the person or entity (such as a nominee) whose name has been entered into the sub-register maintained by a CSDP or broker completes and returns the attached forms of proxy (blue) in terms of which they appoint a proxy to vote at the general meeting.

By order of the board

Andrea Taverna-Turisan Director Equites Property Fund Limited

14th Floor, Portside Building, 4 Bree Street, Cape Town, 8000 (PO Box 10271, Cape Town, 2000)

Registered address Transfer secretaries

Link Market Services South Africa (Proprietary) Limited (Registration number 2000/007239/07) 13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein Johannesburg, 2001 (PO Box 4844, Johannesburg, 2000)

Directors of the company

FORM OF PROXY – GENERAL MEETING OF EQUITES SHAREHOLDERS

For use by shareholders, who were registered as shareholders on Friday, 17 April 2015, holding certificated Equites shares, dematerialised shareholders who have elected "own-name" registration, nominee companies of CSDP's and brokers nominee companies ("shareholders"), at the general meeting of shareholders to be held at 10:00 on Tuesday, 28 April 2015 at the registered office of Equites at 14th Floor, Portside Building, 4 Bree Street, Cape Town, 8000.

Not for use by dematerialised shareholders who have not elected "own-name" registration. Such shareholders must contact their CSDP or broker timeously if they wish to attend and vote at the general meeting and request that they be issued with the necessary letter of representation to do so, or provide the CSDP or broker timeously with their voting instruction should they not wish to attend the general meeting in order for the CSDP or broker to vote in accordance with their instructions at the general meeting.

I/We (FULL NAMES IN BLOCK LETTERS PLEASE)

of (Address)
Telephone number: (	)
Cellphone number: (	)
Email address:
being the holder(s) of		shares in Equites, hereby appoint:
1.			or failing him/her
2.			of failing him/her
3.		the chairperson of the general meeting of Equites shareholders
		as my/our proxy to attend and speak and to vote for me/us on my/our behalf at the general meeting and at any adjournment thereof in

as my/our proxy to attend and speak and to vote for me/us on my/our behalf at the general meeting and at any adjournment thereof in the following manner:

	Number of votes
	*For	*Against	*Abstain
Ordinary resolution 1 – Approval of the transaction
Ordinary resolution 2 – Authorisation of the directors

*Mark "For", "Against" or "Abstain" as required. If no options are marked the proxy will be entitled to vote as he/she thinks fit. Unless otherwise instructed my proxy may vote or abstain from voting as he/she thinks fit.

Signature

Assisted by me (where applicable)

(State capacity and full name)

A Equites shareholder entitled to attend and vote at the abovementioned general meeting is entitled to appoint a proxy to attend, vote and speak in his/her stead. A proxy need not be a shareholder of Equites.

Forms of proxy must be deposited at Link Market Services South Africa Proprietary Limited, 13th Floor Rennie House, 19 Ameshoff Street, Braamfontein, 2001, (PO Box 4844, Johannesburg, 2000) so as to arrive by no later than 10:00 on Thursday, 23 April 2015.

NOTES:

1. Any alteration or correction made to this form of proxy must be initialled by the signatory(ies).
1. Shareholders that are certificated or own-name dematerialised shareholders, entitled to attend and vote at the general meeting may insert the name of a proxy or the names of two alternative proxies of the shareholder's choice in the space/s provided, with or without deleting "the chairman of the general meeting", but any such deletion must be initialled by the shareholder(s). Such proxy/ies may participate in, speak and vote at the general meeting in the place of that shareholder at the general meeting. The person whose name stands first on this form of proxy and who is present at the general meeting will be entitled to act as proxy to the exclusion of those whose names follow. If no proxy is named on a lodged form of proxy the chairperson shall be deemed to be appointed as the proxy.
1. A shareholder's instructions to the proxy must be indicated by the insertion of the relevant number of votes exercisable by the shareholder in the appropriate box provided. Failure to comply with the above will be deemed to authorise the proxy, in the case of any proxy other than the chairman, to vote or abstain from voting as deemed fit and in the case of the chairman to vote in favour of the resolution.
1. A shareholder or his/her proxy is not obliged to use all the votes exercisable by the shareholder, but the total of the votes cast or abstained may not exceed the total of the votes exercisable in respect of the shares held by the shareholder.
1. A shareholder may revoke the proxy appointment by: (i) cancelling it in writing, or making a later inconsistent appointment of a proxy and (ii) delivering a copy of the revocation instrument to the proxy, and to Equites. The revocation of a proxy appointment constitutes a complete and final cancellation of the proxy's authority to act on behalf of the shareholder as at the later of the date stated in the revocation instrument, if any; or the date on which the revocation instrument was delivered in the required manner.
1. A vote given in terms of an instrument of proxy shall be valid in relation to the general meeting, notwithstanding the death of the person granting it or the transfer of the shares in respect of which the vote is given, unless an intimation in writing of such death or transfer is received by the transfer secretaries not less than 48 hours before the commencement of the general meeting.
1. The chairman of the general meeting may reject or accept any form of proxy which is completed and/or received, otherwise than in compliance with these notes, provided that, in respect of acceptances, the chairman is satisfied as to the manner in which the shareholder concerned wishes to vote.
1. The completion and lodging of this form of proxy will not preclude the relevant shareholder from attending the general meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof, should such shareholder wish to do so.
1. Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity must be attached to this form of proxy, unless previously recorded by Equites or the transfer secretaries or waived by the chairman of the general meeting.
1. A minor or any other person under legal incapacity must be assisted by his/her parent or guardian, as applicable, unless the relevant documents establishing his/her capacity are produced or have been registered by Equites or the transfer secretaries.
1. Where there are joint holders of shares, the vote of the first joint holder who tenders a vote, as determined by the order in which the names stand in the register of shareholders, will be accepted and only that holder whose name appears first in the register in respect of such shares need to sign this form of proxy.

AI assistant

EQUITES PROPERTY FUND LIMITED — Proxy Solicitation & Information Statement 2015

48716_rns_2015-04-09_ee48d555-f870-4266-9efe-d7cb18f90c9a.pdf

CIRCULAR TO EQUITES SHAREHOLDERS

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Action required

CIRCULAR TO EQUITES SHAREHOLDERS

and enclosing:

CORPORATE INFORMATION

Registered address Company secretary

Corporate advisor and bookrunner Sponsor

Independent property valuer Independent expert

Independent reporting accountants and auditors Legal advisor

Transfer secretaries

Place and date of Incorporation

TABLE OF CONTENTS

IMPORTANT DATES AND TIMES FOR THE TRANSACTION

ACTION REQUIRED BY EQUITES SHAREHOLDERS

1. IF YOU HAVE DEMATERIALISED YOUR EQUITES SHARES AND DO NOT HAVE "OWN NAME" REGISTRATION

1.1 Voting at the general meeting

1.2 Attendance and representation at the general meeting

2. IF YOU HAVE NOT DEMATERIALISED YOUR EQUITES SHARES OR IF YOU HAVE DEMATERIALISED EQUITES SHARES WITH "OWN NAME" REGISTRATION

2.1 Voting, attendance and representation at the general meeting

DEFINITIONS

EQUITES PROPERTY FUND LIMITED

Directors of the company

CIRCULAR TO EQUITES SHAREHOLDERS

1. BACKGROUND

2. RATIONALE FOR THE TRANSACTION

3. THE AIRPORT LAND PROPERTY

("Rezoning and Sub-divisional Approval").

4. MECHANICS OF THE TRANSACTION

4.1 Purchase consideration and interest

4.3 Payment of purchase consideration

4.4 Effective date and warranties

4.5 Infrastructural services

5. CONDITIONS PRECEDENT TO THE TRANSACTION

6. RELATED PARTY CONSIDERATIONS AND FAIRNESS OPINION

7. OPINION AND RECOMMENDATION OF THE BOARD OF EQUITES

8. VALUATION REPORT

9. CONSOLIDATED PRO FORMA FINANCIAL EFFECTS

10. DIRECTORS' INTERESTS

10.1 Directors' interests in Equites shares

10.2 Directors' interests in transactions

11. MAJOR SHAREHOLDERS

12. RELATIONSHIP INFORMATION

13. MANAGEMENT

14. MATERIAL CHANGES

15. GENERAL MEETING

16. LITIGATION STATEMENT

17. CONSENTS

18. PRELIMINARY EXPENSES AND ISSUE EXPENSES

19. DIRECTORS' RESPONSIBILITY STATEMENT

20. DOCUMENTS AND CONSENTS TO BE AVAILABLE FOR INSPECTION

Andrea Taverna-Turisan

EQUITES PROPERTY FUND LIMITED

Annexure 1

INDEPENDENT EXPERT'S FAIRNESS OPINION

INDEPENDENT FAIRNESS OPINION IN RESPECT OF THE PROPOSED ACQUISITION BY EQUITES OF THE AIRPORT LAND PROPERTY

1. Introduction

2. Scope

3. Responsibility

4. Definition of the term "fair"

5. Sources of information

6. Assumptions

7. Appropriateness and reasonableness of underlying information and assumptions

8. Procedures

9. Valuation methodology

10. Opinion

11. Limiting conditions

12. Independence

13. Consent

Annexure 2

INDEPENDENT PROPERTY VALUER'S SUMMARY VALUATION REPORT OF THE AIRPORT LAND PROPERTY

INDEPENDENT PROPERTY VALUER'S SUMMARY VALUATION REPORT OF PORTIONS OF ERF 113223 ("THE PROPERTY")

1. INTRODUCTION

2. BASIS OF VALUATION

3. VALUATION METHODOLOGY

4. VALUATION ASSUMPTIONS

5. BRIEF DESCRIPTION (Sections 13.23 (a) (iv) and (v))

EQUITES PROPERTY FUND LIMITED Proxy Solicitation & Information Statement 2015