CIRCULAR TO LINKED UNITHOLDERS

Transcription

1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION The definitions and interpretations commencing on page 5 of this Circular apply throughout this Circular, including this front cover. Action required This Circular is important and should be read in its entirety, with particular attention to the section entitled Action required by Linked Unitholders, which commences on page 2. If you are in any doubt as to what action you should take, please consult your CSDP, Broker, banker, attorney, accountant or other professional advisor immediately. If you have disposed of all of your Linked Units, this Circular should be handed to the purchaser of such Linked Units or to the CSDP, Broker, banker or other agent through whom the disposal was effected. Investec Property Fund does not accept responsibility, and will not be held liable, for any action of, or omission by, any CSDP or Broker including, without limitation, any failure on the part of the CSDP or Broker of any beneficial owner of Linked Units to notify such beneficial owner of the details set out in this Circular. (Incorporated in the Republic of South Africa) (Registration number 2008/011366/06) (VAT No: ) Share code: IPF ISIN: ZAE ( Investec Property Fund or the Fund ) CIRCULAR TO LINKED UNITHOLDERS regarding: the replacement of each Linked Unit with one Delinked Ordinary Share by the delinking of the Linked Units and the capitalisation of the value of the Debentures in the books of account of Investec Property Fund to form part of the Fund s stated capital account; the conversion of Investec Property Fund s ordinary par value shares to ordinary shares of no par value; and the approval of the amendment of the Fund s Memorandum of Incorporation; and incorporating: a notice convening a General Meeting of Debenture Holders; a notice convening a General Meeting of Shareholders; a form of proxy (blue) in respect of the General Meeting of Debenture Holders (for use by Certificated and Own-name Registration Linked Unitholders only); a form of proxy (green) in respect of the General Meeting of Shareholders (for use by Certificated and Own-name Registration Linked Unitholders only); and a form of surrender (pink) in respect of the replacement of Certificated Linked Units with Certificated Shares (for use by Certificated Linked Unitholders only). Investment Bank and Sponsor Date of issue: 18 July 2013 Copies of this Circular, in English only, may be obtained from the registered office of the Fund or at the offices of the Transfer Secretaries, during normal business hours on Business Days from 18 July 2013 until 16 August The respective addresses of the Fund s registered office and the Transfer Secretaries are set out in the Corporate Information section. The Circular will also be available on the Fund s website ( from 18 July 2013.

2 CORPORATE INFORMATION Directors of the Fund S Hackner (Chairman) SR Leon (Chief Executive Officer) DAJ Donald (Chief Financial Officer) MP Crawford (Lead Independent Non-Executive Director) # LLM Giuricich Δ S Mahomed # CM Mashaba # MM Ngoasheng # GR Rosenthal # # Independent Non-Executive Δ Non-Executive Company secretary Investec Bank Limited (Registration number 1969/004763/06) c/o Company Secretarial Investec Limited 100 Grayston Drive Sandown Sandton 2196 (PO Box , Sandton, 2146) Investment Bank and Sponsor Investec Corporate Finance (A division of Investec Bank Limited) (Registration number 1969/004763/06) 2nd Floor 100 Grayston Drive Sandown Sandton 2196 (PO Box , Sandton, 2146) Legal Advisors Glyn Marais Incorporated (Registration number 1990/000849/21) 2nd Floor The Place 1 Sandton Drive, Sandown Sandton 2196 (PO Box , Benmore, 2010) Registered office, postal address of the Fund and date of incorporation (Registration number 2008/011366/06) (VAT No: ) c/o Company Secretarial Investec Limited 100 Grayston Drive Sandown Sandton 2196 (PO Box , Sandton, 2146) Incorporated in the Republic of South Africa on 7 May 2008 Transfer Secretaries Computershare Investor Services Proprietary Limited (Registration number 2004/003647/07) Ground Floor 70 Marshall Street Johannesburg 2001 (PO Box 61051, Marshalltown, 2107) Auditors Ernst & Young Inc. (Registration number 2005/002308/21) Wanderers Office Park 52 Corlett Drive Illovo 2196 (PO Box 2322, Johannesburg, 2000) Debenture Trustee Ironwood Trustees (Pty) Limited (Registration number 2005/012343/07) Unit 6, Sunbird Park Rosendal Cape Town 7530 (PO Box 4898, Tygervalley, 7536)

3 TABLE OF CONTENTS Page Corporate information Inside front cover Action required by LINKED Unitholders 2 Salient dates and times 4 Definitions and interpretations 5 Circular to Linked Unitholders 8 1. Introduction and purpose of this Circular 8 2. Taxation of REITs 9 3. Delinking of Linked Units, capitalisation of the Debentures and issue of Delinked Ordinary Shares Procedure to be followed by Certificated Linked Unitholders in terms of the Conversion Procedure to be followed by Dematerialised Linked Unitholders in terms of the Conversion Conversion of Par Value Shares to No Par Value Shares Expert consents Opinions and recommendations General meetings Directors responsibility statement Documents available for inspection 13 ANNEXURE 1 DEBENTURE TRUSTEE CONSENT LETTER 14 ANNEXURE 2 BOARD REPORT ON THE CONVERSION OF THE ORDINARY PAR VALUE SHARES OF THE FUND INTO ORDINARY SHARES OF NO PAR VALUE 15 ANNEXURE 3 PRICE AND TRADING HISTORY OF INVESTEC PROPERTY FUND ON THE JSE 17 NOTICE OF GENERAL MEETING OF DEBENTURE HOLDERS 19 NOTICE OF GENERAL MEETING OF SHAREHOLDERS 22 FORM OF PROXY (BLUE) GENERAL MEETING OF DEBENTURE HOLDERS FORM OF PROXY (GREEN) GENERAL MEETING OF SHAREHOLDERS FORM OF SURRENDER (PINK) Attached Attached Attached 1

4 ACTION REQUIRED BY LINKED UNITHOLDERS Please take careful note of the following provisions regarding the action to be taken by Linked Unitholders: If you are in any doubt as to what action you should take arising from this Circular, please consult your CSDP, Broker, banker, attorney, accountant or other professional advisor immediately. If you have disposed of all of your Linked Units, please hand this Circular to the purchaser of such Linked Units or the CSDP, Broker, banker or other agent through whom you disposed of your Linked Units. The General Meeting of Debenture Holders convened in terms of the notice to Debenture Holders, which is attached to and forms part of this Circular will be held in the 4th Floor Boardroom, Investec Bank Limited, 100 Grayston Drive, Sandown, Sandton, on Friday, 16 August 2013 commencing at 10:00, following the AGM which will commence at 09:30. The General Meeting of Shareholders convened in terms of the notice to Shareholders, which is attached to and forms part of this Circular will be held in the 4th Floor Boardroom, Investec Bank Limited, 100 Grayston Drive, Sandown, Sandton, on Friday, 16 August 2013 commencing at 10:30. FORMS OF PROXY If you have dematerialised your Linked Units and have elected: 1. OWN-NAME REGISTRATION: 1.1 You are entitled to attend in person, or be represented by proxy, at the General Meetings. 1.2 If you are unable to attend the General Meeting of Debenture Holders but wish to be represented thereat, you must complete and return the attached form of proxy (blue) in accordance with the instructions contained therein, which is requested to be received by the Transfer Secretaries, Computershare Investor Services Proprietary Limited, at 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) by no later than 10:00 on Wednesday, 14 August If you are unable to attend the General Meeting of Shareholders but wish to be represented thereat, you must complete and return the attached form of proxy (green) in accordance with the instructions contained therein, which is requested to be received by the Transfer Secretaries, Computershare Investor Services Proprietary Limited, at 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) by no later than 10:30 on Wednesday, 14 August REGISTRATION OTHER THAN OWN-NAME REGISTRATION: 2.1 You must not complete the attached form of proxy (blue). 2.2 If you wish to attend or be represented at the General Meetings, you must advise your CSDP or Broker timeously that you wish to attend or be represented at the General Meetings, in the manner stipulated in the custody agreement governing the relationship between you and your CSDP or Broker. These instructions must be provided to your CSDP or Broker by the cut-off date and time advised by your CSDP or Broker for instructions of this nature. Your CSDP or Broker will be required to issue the necessary letter of representation to you to enable you to attend or to be represented at the General Meetings. 2.3 If you do not wish to attend or be represented at the General Meetings but wish to vote, and your CSDP or Broker has not contacted you, you are advised to contact your CSDP or Broker and provide them with your voting instructions in the manner stipulated in the custody agreement governing the relationship between you and your CSDP or Broker. These instructions must be provided to your CSDP or Broker by the cut-off date and time advised by your CSDP or Broker for instructions of this nature. If your CSDP or Broker does not obtain instructions from you, they will be obliged to act in terms of your mandate furnished to them. 2

5 If you hold Certificated Linked Units: 3. CERTIFICATED LINKED UNITHOLDERS 3.1 You are entitled to attend in person, or be represented by proxy, at the General Meetings. 3.2 If you are unable to attend the General Meeting of Debenture Holders but wish to be represented thereat, you must complete and return the attached form of proxy (blue), in accordance with the instructions contained therein, which is requested to be received by the Transfer Secretaries, Computershare Investor Services Proprietary Limited, at 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) by no later than 10:00 on Wednesday, 14 August If you are unable to attend the General Meeting of Shareholders but wish to be represented thereat, you must complete and return the attached form of proxy (green), in accordance with the instructions contained therein, which is requested to be received by the Transfer Secretaries, Computershare Investor Services Proprietary Limited, at 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) by no later than 10:30 on Wednesday, 14 August FORM OF SURRENDER 1. DEMATERIALISED LINKED UNITHOLDERS The following does not apply to Dematerialised Linked Unitholders. The accounts of such Dematerialised Linked Unitholders at their CSDP or Broker will be automatically updated. 2. CERTIFICATED LINKED UNITHOLDERS 2.1 In order for Certificated Linked Unitholders to receive new share certificates reflecting the effect of the delinking of the Debenture and the Par Value Share and the capitalisation of the Debentures, they are requested to surrender their Linked Unit certificates or other documents of title to the Transfer Secretaries. A form of surrender (pink) which is attached to this Circular must be completed and sent with the relevant documents of title. 2.2 Replacement share certificates are expected to be posted, by registered post, at the risk of the addressee on or about Monday, 23 September 2013 in respect of documents of title received on or before 12:00 on Friday, 20 September 2013 and thereafter within five Business Days of receipt of such forms of surrender, together with documents of title. 2.3 If the documents of title relating to the Linked Units held by a Certificated Linked Unitholder has been lost or destroyed, Linked Unitholders should nevertheless return a duly completed form of surrender, together with an indemnity on terms satisfactory to Investec Property Fund. Investec Property Fund may, in its sole discretion dispense with the surrender of such documents of title upon production of satisfactory evidence that the documents of title have been lost or destroyed and upon provision of an indemnity on terms acceptable to it. Unless otherwise agreed by Investec Property Fund, only indemnity forms obtained from the Transfer Secretaries (available on request) will be regarded as suitable. Investec Property Fund shall be entitled, in its absolute discretion, by way of agreement to waive the requirement of an indemnity. 2.4 No receipt will be issued for documents of title surrendered unless specifically requested. 2.5 Additional copies of the form of surrender (pink) are available on request from the Transfer Secretaries. 3

6 SALIENT DATES AND TIMES Record date to be eligible to receive notice of the General Meetings Circular and notices of the General Meetings posted to Linked Unitholders on Last day to trade in Linked Units in order to be recorded in the Fund s securities register to vote at the General Meetings on Record date to be entitled to attend, participate in and vote at the General Meetings Forms of proxy for the General Meeting of Debenture Holders requested to be received by no later than 10:00 on Forms of proxy for the General Meeting of Shareholders requested to be received by no later than 10:30 on AGM held at 09:30 on General Meeting of Debenture Holders held at 10:00 on General Meeting of Shareholders held at 10:30 on Results of the General Meetings released on SENS on Results of the General Meetings published in the press on Publication of finalisation announcement release on SENS expected to be on Last day to trade in existing Linked Units on the JSE prior to the delinking of the Linked Units and the capitalisation of the Debentures expected to be on Trading in Delinked Ordinary Shares of no par value under the new ISIN: ZAE and the existing code of IPF expected to commence on Expected record date for the delinking of the Linked Units and the capitalisation of the Debentures and the increase in the authorised share capital at the close of business on Dematerialised Linked Unitholders expected to have their accounts updated at their CSDP or Broker on Expected date of issue of new replacement share certificates provided that the old Linked Unit certificates have been surrendered by no later than 12:00 on Friday, 20 September 2013 (any Certificated Linked Units surrendered after this date will be replaced within five Business Days after receipt by the Transfer Secretaries) 2013 Friday, 12 July Thursday, 18 July Thursday, 1 August Thursday, 8 August Wednesday, 14 August Wednesday, 14 August Friday, 16 August Friday, 16 August Friday, 16 August Friday, 16 August Monday, 19 August Friday, 6 September Friday, 13 September Monday, 16 September Friday, 20 September Monday, 23 September Monday, 23 September Notes: 1. All dates and times are subject to change by the Fund. Any change will be released on SENS. 2. Linked Unitholders should note that as transactions in Linked Units are settled in the electronic settlement system used by Strate, settlement of trades takes place five Business Days after such trade. Therefore, Linked Unitholders who acquire Linked Units after Thursday, 1 August 2013 will not be eligible to vote at the General Meetings. 3. All times given in this Circular are local times in South Africa. 4. If the General Meetings are adjourned or postponed, forms of proxy submitted for the initial General Meetings will remain valid in respect of any adjournment or postponement of the General Meetings. 5. No dematerialisation of Linked Unit certificates may take place after Friday, 13 September

7 DEFINITIONS AND INTERPRETATIONS In this Circular and its annexures, unless otherwise stated or the context indicates otherwise, the words and expressions in the first column shall have the meanings stated opposite them in the second column, and words and expressions in the singular shall include the plural and vice versa, words importing natural persons shall include juristic persons and unincorporated associations of persons and vice versa, and any reference to one gender shall include the other genders: AGM Board Broker Business Day Certificated Linked Unitholders Certificated Linked Units Certificated Shares CIPC Circular Common Monetary Area Companies Act Conversion CSDP Debentures Debenture Holders Debenture Trust Deed Debenture Trustee Delinked Ordinary Share the Annual General Meeting of Linked Unitholders in their capacity as holders of the Par Value Shares to be held on Friday, 16 August 2013 in the 4th Floor Boardroom, Investec Bank Limited, 100 Grayston Drive, Sandown, Sandton, 2196 commencing at 09:30; the board of directors of Investec Property Fund; any person registered as a broking member (equities) in terms of the rules of the JSE made in accordance with the provisions of the Financial Markets Act; any day other than a Saturday, Sunday or official public holiday in South Africa; registered holders of Certificated Linked Units; Linked Units represented by certificates or other written documents of title, which have not been surrendered for dematerialisation in terms of the requirements of Strate; Delinked Ordinary Shares represented by share certificates or other written instruments, which have not been surrendered for dematerialisation in terms of the requirements of Strate; the Companies and Intellectual Property Commission established in terms of section 185 of the Companies Act; this bound document, dated 18 July 2013, including the annexures hereto, the notices of the General Meetings, the forms of proxy in respect of the General Meetings and the form of surrender; collectively, South Africa, the Kingdoms of Swaziland and Lesotho and the Republic of Namibia; the Companies Act, 71 of 2008, as amended; the delinking of the Linked Units through separation of the Par Value Shares from the Debentures and the subsequent capitalisation of the value allotted to the Debentures in the books of account of the Fund to form part of the Fund s stated capital account; a person who holds in custody and administers securities or an interest in securities and has been accepted by a central securities depository as a participant as defined in Chapter 1 of the Financial Markets Act; the variable rate, unsecured, subordinated debentures with a nominal value of R9.99, allotted and issued by the Fund and regulated in terms of the Debenture Trust Deed, each being indivisibly linked to a Par Value Share to form a Linked Unit; Certificated Linked Unitholders and Dematerialised Linked Unitholders holding Debentures; the Debenture Trust Deed in respect of the Debentures between the Fund and the Debenture Trustee, as amended from time to time; Ironwood Trustees Proprietary Limited of Unit 6, Sunbird Park, Rosendal Cape Town, 7530; an ordinary share of no par value in the share capital of Investec Property Fund after the delinking of the Linked Units, followed by the capitalisation of the value of the Debentures to Investec Property Fund s stated capital, which is to be listed as a new instrument on the JSE under ISIN: ZAE ; 5

8 Dematerialised Linked Unitholders Dematerialised Linked Units Dividend registered holders of Dematerialised Linked Units; Linked Units, the certificates or other documents of title of which have been dematerialised through a CSDP or Broker and are recorded in an uncertificated securities register forming part of Investec Property Fund s securities register; a dividend as defined in section 1 of the Income Tax Act; Financial Markets Act the Financial Markets Act, 19 of 2012; General Meeting of Debenture Holders the meeting of Debenture Holders to be held in the 4th Floor Boardroom, Investec Bank Limited, 100 Grayston Drive, Sandown, Sandton, 2196 commencing at 10:00 on Friday, 16 August 2013; General Meeting of Shareholders General Meetings Investec Property Fund or the Fund IFRS Income Tax Act Investec Bank Limited Investec Corporate Finance JSE Last Practicable Date Linked Units Linked Unitholders Listings Requirements Memorandum of Incorporation No Par Value Shares Own-name Registration Par Value Share PLS PUT Qualifying Distribution R or Rand Regulations REIT the meeting of Shareholders to be held in the 4th Floor Boardroom, Investec Bank Limited, 100 Grayston Drive, Sandown, Sandton, 2196 commencing at 10:30 on Friday, 16 August 2013; collectively, the General Meeting of Debenture Holders and the General Meeting of Shareholders; Investec Property Fund Limited (Registration number 2008/011366/06), a public company duly registered and incorporated with limited liability according to the company laws of South Africa, which is listed on the JSE; the International Financial Reporting Standards as adopted from time to time by the Board of the International Accounting Standards Committee; Income Tax Act, 58 of 1962, as amended; Investec Bank Limited (Registration number 1969/004763/06), a public company incorporated in South Africa; the corporate finance division of Investec Bank Limited; JSE Limited (Registration number 2005/022939/06), a public company incorporated in accordance with the laws of South Africa and licensed as an exchange under the Financial Markets Act; Friday, 12 July 2013, being the last practicable date prior to the finalisation of this Circular; Investec Property Fund linked units each comprising one Par Value Share, indivisibly linked to one Debenture; Certificated Linked Unitholders and Dematerialised Linked Unitholders; the Listings Requirements of the JSE; the Memorandum of Incorporation of Investec Property Fund; an Investec Property Fund ordinary share of no par value which will exist in the share capital of Investec Property Fund following the Conversion and subsequent amendment from Par Value Shares to shares of no par value; Dematerialised Linked Unitholders who have instructed their CSDP to hold their Linked Units in their own-name on the uncertificated securities register of Investec Property Fund; the current issued ordinary shares with a par value of 1 cent each, created, allotted and issued by the Fund in terms of the Memorandum of Incorporation, each being indivisibly linked to a Debenture to form a Linked Unit; property loan stock; a collective investment in property, as defined in section 47 of the Collective Investment Schemes Control Act, 2002; a qualifying distribution as defined in section 25BB of the Income Tax Act; South African Rand, the official currency of South Africa; the regulations published in terms of the Companies Act; Real Estate Investment Trust; 6

9 Report SENS Shareholders South Africa Strate Transfer Secretaries the board report required in terms of Regulation 31(7) in respect of the conversion of the Par Value Shares to No Par Value Shares, a copy of which is attached to this Circular marked as Annexure 2; the Stock Exchange News Service operated by the JSE; holders of Par Value Shares prior to the Conversion and holders of Delinked Ordinary Shares following the Conversion; the Republic of South Africa; Strate Limited (Registration number 1998/022242/06), a public company incorporated in South Africa, which is a registered central securities depository and which is responsible for the electronic settlement system used by the JSE; Computershare Investor Services Proprietary Limited (Registration number 2004/003647/07), a private company incorporated in South Africa; and Taxation Laws Amendment Act Taxation Laws Amendment Act, 22 of

10 (Incorporated in the Republic of South Africa) (Registration number 2008/011366/06) Share code: IPF ISIN: ZAE ( Investec Property Fund or the Fund ) Directors S Hackner (Chairman) SR Leon (Chief Executive Officer) DAJ Donald (Chief Financial Officer) MP Crawford (Lead Independent Non-Executive Director) # LLM Giuricich Δ S Mahomed # CM Mashaba # MM Ngoasheng # GR Rosenthal # #Non-Executive Δ Independent non-executive CIRCULAR TO LINKED UNITHOLDERS 1. Introduction and purpose of this Circular 1.1 The REIT structure is a tax regime that provides for the flow-through of net property income from a REIT on a pre-tax basis to investors. It is the most prevalent structure for investment in property in international jurisdictions including the United States of America, Australia, the United Kingdom, Japan and Singapore. The REIT structure is in line with international best practise and the conversion to a globally understood structure will increase the attractiveness of the South African sector to foreign investors. 1.2 The introduction of REITs to South Africa was enabled through the promulgation of the Taxation Laws Amendment Act and the inclusion of section 25BB (Taxation of REITs), in the Income Tax Act. 1.3 The benefits of the new South African REIT structure include the following: the REIT structure provides greater tax certainty; the REIT structure brings the existing PLS and PUT structures on par with leading international standards, offering foreign investors the uniformity and simplicity to facilitate international investment; shareholders or unitholders of a REIT would not pay securities transfer tax on the buying or selling of shares or linked units in a REIT; all distributions paid to shareholders or linked unitholders of a REIT can be deducted by the REIT as an expense; REITs will be exempt from capital gains tax on any profit from the sale of property; the REIT structure may simplify the accounting treatment of REITs; and the REIT regime seeks to balance the dissimilar regulation of the PUT and PLS. 1.4 For these reasons, the Board believed it to be in the best interest of Investec Property Fund to qualify as a REIT and submitted an application to the JSE to be listed as a REIT. The application included confirmations and undertakings by the Board that Investec Property Fund will fully comply with the amended section 13 of the Listings Requirements pertaining to property entities. Per the SENS announcement released on 11 June 2013, Linked Unitholders were advised that the JSE granted approval to the Fund being listed as a REIT on the JSE and that, effective from 1 April 2013, the Fund will qualify as a REIT in terms of the Income Tax Act. 8

11 1.5 Pursuant to the Fund being granted REIT status, the Board proposes to convert the Fund s capital structure to accord with the simplified all-equity REIT structure precipitated by the Income Tax Act amendments and Section 13 of the Listings Requirements. This conversion of the capital structure is tax neutral to Linked Unitholders as set out in paragraph 2 and will have no other consequences to Linked Unitholders. 1.6 Furthermore, in terms of the revised Section 13 of the Listings Requirements pertaining to property entities, the total consolidated IFRS liabilities of a REIT may not exceed 60% of its total consolidated IFRS assets. The Listings Requirements and IFRS further require that the subordinated Debentures comprising the Debenture portion of the Linked Units be included in the calculation of total consolidated liabilities. Per this calculation, Investec Property Fund currently has a gearing ratio of 99.9% (including subordinated Debentures) as at 31 March The JSE has granted IPF and the industry an extension (until 1 July 2015) to achieve compliance with this requirement. Following conversion of the Fund s capital structure, the Fund s gearing ratio will decrease to 15% at 31 March 2013 and will thereby meet the aforementioned 60% threshold requirement for REITs. Failure to meet this requirement by March 2015 would lead to significant adverse implications for investors. 1.7 The purpose of this Circular is to provide Linked Unitholders with relevant information to enable them to make an informed decision as to whether or not they should vote in favour of the special and ordinary resolutions set out in the notices of General Meetings which form a part of this Circular, pertaining to the following matters: the amendment of the Debenture Trust Deed, to facilitate the implementation of paragraph 1.7.2; the replacement of each Linked Unit with one Delinked Ordinary Share by the delinking of the Debentures and Par Value Shares and the subsequent capitalisation of the value of the Debentures to the Fund s stated capital account; the termination of the Debenture Trust Deed and the cancellation of the Debentures without payment to Debenture Holders; the conversion of the Fund s Par Value Shares to No Par Value Shares; and the amendment of the Memorandum of Incorporation. 1.8 In terms of the Listings Requirements, in order to retain REIT status, the Fund is required to distribute at least 75% of its total distributable profits as a distribution within six months after its financial year-end. Investec Property Fund will endeavour to continue to distribute all its profits, thereby achieving this target and is committed to maintaining its status as a REIT. Additionally, it is the intention of the Fund to continue to make distribution payments bi-annually. 2. Taxation of REITs 2.1 In light of the Fund being granted REIT status, the tax implications set out below will apply to Linked Unitholders effective from 1 April For Linked Unitholders, the difference in the new regime arises from the nature of the Fund s distributions that the investor will receive. In terms of the Dividend and dividend withholding tax provisions of the Income Tax Act read in conjunction with section 25BB of the Income Tax Act, distributions received from a REIT will be taxed in the hands of the recipient as a Dividend, provided that the distribution meets the definition of a Qualifying Distribution. 2.3 Distributions paid by the Fund currently meet the definition of a Qualifying Distribution. For as long as the Fund s distributions continue to fulfil the required criteria, the distributions received by Shareholders will be regarded as a taxable Dividend in the hands of the Shareholder, with differing tax treatment for resident and non-resident Shareholders in terms of the Income Tax Act as promulgated at the Last Practicable Date Distributions received by resident Shareholders will be taxed as a Dividend for income tax purposes but will not be exempt in terms of the usual dividend exemptions per section 10(1)(k) of the Income Tax Act. These Dividends will however be exempt from dividend withholding tax. The Dividends will accordingly represent income in the hands of the recipient and will be taxed at the investor s marginal tax rate Distributions received by non-resident Shareholders will also be deemed a Dividend, but will not be taxed as a Dividend for income tax purposes as it will be exempt in terms of the usual Dividend exemptions per section 10(1)(k) of the Income Tax Act. These Dividends will however be subject to dividend withholding tax. 2.4 The interest exemption that previously applied to retail investors of PLS companies, will no longer be available and the full distribution will be taxed as a dividend. 9

12 2.5 If Linked Unitholders are in any doubt as to the tax implications for distributions received from Investec Property Fund as described in paragraphs and 2.3.2, they are encouraged to consult their professional tax advisors. 2.6 The replacement of each Linked Unit with one Delinked Ordinary Share by the delinking of the Linked Unit and the capitalisation of the value of the Debentures to the Fund s stated capital will be tax neutral to Investec Property Fund and to Linked Unitholders. The above summary of the tax treatment of REITs does not constitute legal or tax advice and is based on promulgated taxation law and practice at the Last Practicable Date, including the 2013 draft Taxation Laws Amendment Bill published on 4 July Investors should take their own tax advice as to the consequences of their investment in the Fund. 3. Delinking of the Linked Units, capitalisation of the Debentures and issue of Delinked Ordinary Shares 3.1 Following approval by the JSE for Investec Property Fund to be listed as a REIT, the Board has accordingly decided to align the Fund s current Linked Unit structure to an all-equity structure so as to: bring the Fund s capital structure in line with the more familiar and better understood international all-equity REIT capital structures; and simplify the accounting treatment of the Fund s capital structure. 3.2 As a result, the Board has resolved to propose the replacement of each Linked Unit with one Delinked Ordinary Share and accordingly, propose the delinking of the Linked Units by separating the Par Value Shares from the Debentures, subsequently capitalising the value allotted to the Debentures in the books of account of the Fund to form part of the stated capital account and issuing Delinked Ordinary Shares. 3.3 If this Conversion had been undertaken during the year ended 31 March 2013, the earnings per share and headline earnings/loss per share at 31 March 2013 would have increased from 0.07cps and (40.60)cps to cps and cps, respectively, as a result of the cancellation of the Debentures and the interest payments in respect thereof no longer being deducted, and no further Debenture fair value adjustments being applicable. 3.4 The tangible net asset value on a per share basis will not be affected by the Conversion. The net asset value of a Delinked Ordinary Share held by a Shareholder after the Conversion will be the same as the net asset value of a Linked Unit before the Conversion of the Linked Unit. 3.5 In terms of the Dividend and dividend withholding tax provisions of the Income Tax Act read in conjunction with section 25BB of the Income Tax Act, distributions received from a REIT are taxed in the hands of the recipient (being the unitholder/shareholder). 3.6 After the Conversion, the distribution that will be received by a Shareholder, and the tax treatment thereof, will be the same as that which would have been applicable to a Linked Unitholder holding a Linked Unit post the Fund s classification as a REIT. 3.7 After the Conversion and the amendment of Par Value Shares to No Par Value Shares, the capital structure of Investec Property Fund will comprise an all-equity capital structure with the number of Delinked Ordinary Shares of no par value in issue being equal to the number of Linked Units in issue before the Conversion, as follows: BEFORE At 31 March 2013 R Equity and liabilities Shareholders interest ( ordinary shares with a nominal value of 1 cent each) Debentures ( variable rate, unsecured, subordinated debentures) Total unitholders interest AFTER At 31 March 2013 R Equity and liabilities Stated capital ( ordinary shares of no par value)

13 3.8 By converting its capital structure, the Fund will reduce the ratio of its total consolidated liabilities (including subordinated Debentures) to total consolidated assets from 99.9% (including subordinated Debentures) to 15% at 31 March 2013 and will thereby meet the 60% threshold requirement mentioned in paragraph The Debenture Trustee has been approached in connection with the Conversion of the Fund s capital structure as proposed and has consented to the capitalisation of the Debentures as being in the best interests of Debenture Holders as well as the termination of the Debenture Trust Deed. A copy of the Debenture Trustee s consent letter is attached as Annexure 1. Following the capitalisation of the Debentures, the Debenture Trust Deed will be terminated with effect from the date of the approval by Debenture Holders of the special resolution to terminate the Debenture Trust Deed The JSE has agreed to amend the listing of Linked Units to make provision for the Conversion and the subsequent listing of a Delinked Ordinary Share with effect from Monday, 16 September 2013 under the new ISIN: ZAE The JSE share code will remain as IPF The record date for purposes of determining those Linked Unitholders whose Linked Units will be subject to the Conversion is Friday, 20 September The last day to trade in Linked Units on the JSE in order to be recorded as a Linked Unitholder is Friday, 13 September Implementation of the Conversion will require: Debenture Holder approval by way of four special resolutions in terms of the Debenture Trust Deed: A special resolution to approve the amendment of the Debenture Trust Deed to facilitate the Conversion; A special resolution to approve the delinking of the Debenture from the Par Value Share; A special resolution to approve the capitalisation of the value of the Debentures to the Fund s stated capital; and A special resolution to approve the termination of the Debenture Trust Deed and the cancellation of the Debentures without any payment to Debenture Holders Unitholder approval by way of six special resolutions: A special resolution to approve the delinking of the Debentures from the Par Value Shares; A special resolution to approve the capitalisation of the value of the Debentures to the Fund s stated capital; A special resolution to approve the termination of the Debenture Trust Deed and the cancellation of the Debentures without payment to Debenture Holders; A special resolution to amend the Memorandum of Incorporation to remove the provisions relating to the Debentures and their linking to the Par Value Shares to form Linked Units, and to obtain and maintain REIT status by requiring the Board to ensure that the Fund complies with the relevant laws, regulations and other requirements applicable to a REIT; A special resolution to amend the Memorandum of Incorporation to allow for the issue of No Par Value Shares; and A special resolution to allow for the conversion of Par Value Shares into No Par Value Shares. 4. Procedure to be followed by Certificated Linked Unitholders in terms of the Conversion 4.1 Subject to the approval and the registration of the special resolutions required for the Conversion, it will be necessary to recall Linked Unit certificates and/or other documents of title from Certificated Linked Unitholders in order to replace them with share certificates in respect of the Delinked Ordinary Shares, thus reflecting Investec Property Fund s new capital structure. 4.2 To facilitate the timeous receipt by Certificated Linked Unitholders of replacement share certificates, Certificated Linked Unitholders who wish to anticipate the implementation of the Conversion and who do not wish to deal in their existing Linked Units prior to the Conversion, are requested to surrender their original certificates (copies will not be accepted) and/or other documents of title, under cover of the attached form of surrender (pink), to the Transfer Secretaries, at the address set out in that form, prior to 12:00 on Friday, 20 September Certificated Linked Units surrendered after this date will be replaced within five Business Days after receipt by the Transfer Secretaries. 11

14 4.3 Linked Unit certificates and/or other documents of title so received will be held in trust by the Transfer Secretaries pending the Conversion becoming unconditional. On or about Monday, 23 September 2013, the Transfer Secretaries will issue the new share certificates which reflect the Delinked Ordinary Shares substitution, to the registered holders thereof by registered post at the risk of such Linked Unitholders. 4.4 Should the Conversion be approved and implemented, Certificated Linked Unitholders who have not already surrendered their Linked Unit certificates and/or other documents of title will be required to do so under the attached form of surrender which should be retained for that purpose as no further form of surrender will be circulated to Shareholders following the posting of this Circular. Additional copies of the attached form may be requested from the offices of the Transfer Secretaries located at Ground Floor, 70 Marshall Street, Johannesburg, If the documents of title relating to the Linked Units held by a Certificated Linked Unitholder has been lost or destroyed, Linked Unitholders should nevertheless return a duly completed form of surrender, together with an indemnity on terms satisfactory to the Fund. Investec Property Fund may, in its sole discretion dispense with the surrender of such documents of title upon production of satisfactory evidence that the documents of title have been lost or destroyed and upon provision of an indemnity on terms acceptable to it. Unless otherwise agreed by the Fund, only indemnity forms obtained from the Transfer Secretaries (available on request) will be regarded as suitable. Investec Property Fund shall be entitled, in its absolute discretion, by way of agreement to waive the requirement of an indemnity. 4.6 In the instance of Certificated Linked Unitholders whose registered addresses in the Fund s Linked Unit register are outside of the Common Monetary Area, or where the relevant certificates are restrictively endorsed in terms of the South African Exchange Control Regulations, the following will apply: for non-residents who are emigrants from the Common Monetary Area, the replacement share certificate reflecting the Conversion will be sent to the Linked Unitholders authorised dealer in foreign exchange in South Africa controlling their blocked assets; and for all other non-residents, the replacement share certificate reflecting the Conversion will be restrictively endorsed non-resident in terms of the South African Exchange Control Regulations. 5. Procedure to be followed by Dematerialised Linked Unitholders in terms of the Conversion Dematerialised Linked Unitholders need not do anything as their accounts at their CSDP or Broker will automatically be updated to reflect the Fund s new capital structure. 6. Conversion of Par Value Shares to No Par Value Shares 6.1 Section 35(2) of the Companies Act provides that, subject to Schedule 5 to the Companies Act (which provides that par value shares of a pre-existing company authorised prior to the general effective date of the Companies Act, being 1 May 2011, continue to have the nominal or par value assigned to them at date of issue), a share does not have a nominal or par value. In terms of Regulation 31(2), the company may not authorise any new par value shares on or after the general effective date of the Companies Act. 6.2 The Fund s share capital currently comprises ordinary shares having a par value of one cent each. The directors wish to take this opportunity to convert the Fund s shares into No Par Value Shares. 6.3 Following this amendment, Linked Unitholders shall, as regards the No Par Value Shares have the same rights and privileges as those currently attaching to the Par Value Shares. As there will be no adverse effects on any Linked Unitholder as a consequence of the proposed conversion of the share capital, no compensation is deemed necessary or contemplated. 6.4 As required in terms of the Regulations, the Board has caused the Report to be prepared in respect of the conversion of the Fund s equity capital from Par Value Shares to No Par Value Shares. The Report is attached to this Circular marked as Annexure The current Memorandum of Incorporation will be amended to allow for the issue of No Par Value Shares. The amended to the Memorandum of Incorporation requires Linked Unitholder approval by way of special resolution in terms of the Companies Act. 6.6 The conversion of the Fund s equity capital to No Par Value Shares requires Linked Unitholder approval by way of special resolution in terms of the Companies Act. 12

15 6.7 A Linked Unitholder affected by the proposed share conversion, who believes that such proposal does not adequately protect its rights, or otherwise fails to satisfy the requirements of the Companies Act, may apply to the court for an order. If such an application is made to a court, the Fund may not put the proposed special resolution to the vote until the court proceedings are completed and the time for any appeal or review of any court order has expired. The High Court may make an order that is just and reasonable in the circumstances. 7. Expert consents The Investment Bank and Sponsor, the Legal Advisor and the Transfer Secretaries have consented in writing to act in the capacities stated and to their names being stated in the Circular and have not withdrawn their consents prior to its publication. 8. Opinions and recommendations The directors recommend that in their capacity as Debenture Holders and Shareholders, Linked Unitholders vote in favour of all the special and ordinary resolutions tabled in the notices of General Meetings, which form part of this Circular and advise that, in respect of their own unitholding in the Fund, that they intend to vote in favour of all the resolutions contained in such notice. 9. General Meetings 9.1 A General Meeting of Debenture Holders will be held on Friday, 16 August 2013 at 10:00 in the 4th Floor Boardroom, Investec Bank Limited, 100 Grayston Drive, Sandown, Sandton. 9.2 A General Meeting of Shareholders will be held on Friday, 16 August 2013 at 10:30 in the 4th Floor Boardroom, Investec Bank Limited, 100 Grayston Drive, Sandown, Sandton. 10. Directors responsibility statement The directors, whose names are given on page 8 of this Circular, collectively and individually, accept full responsibility for the accuracy of the information given in this Circular and certify that, to the best of their knowledge and belief, there are no other facts, the omission of which would make any statement in this Circular false or misleading, that they have made all reasonable enquiries to ascertain such facts and that this Circular contains all information required by law and the applicable regulations. 11. Documents available for inspection Copies of the following documents will be available for inspection at the registered office of the Fund at any time during normal business hours from Thursday, 18 July 2013 until Friday, 16 August 2013: 11.1 the Memorandum of Incorporation of the Fund; 11.2 the Report; 11.3 this Circular signed on behalf of the Board; 11.4 letters of consent of the parties detailed in paragraph 7; 11.5 the original consent letter of the Debenture Trustee; 11.6 the Debenture Trust Deed; and 11.7 the financial statements of Investec Property Fund for the financial years ended 31 March 2012 and 31 March For and on behalf of Investec Property Fund Limited SR Leon DAJ Donald 18 July 2013 Sandton 13

16 ANNEXURE 1 DEBENTURE TRUSTEE CONSENT LETTER 14

17 ANNEXURE 2 BOARD REPORT ON THE CONVERSION OF THE ORDINARY PAR VALUE SHARES OF THE FUND INTO ORDINARY SHARES OF NO PAR VALUE Regulation 31(7) of the Companies Act requires the board of a company to cause a report to be prepared in respect of a proposed resolution to convert any par value shares into shares of no par value ( Report ). The board of directors ( Board ) of Investec Property Fund Limited ( the Fund ) has accordingly prepared this Report in relation to the proposed conversion of the ordinary shares in the share capital of the Fund from par value shares of 1 (one) cent each ( Par Value Shares ) to ordinary shares of no par value ( No Par Value Shares ) ( Proposed Amendment ). The Board has satisfied itself that the Proposed Amendment will have no adverse effect on Investec Property Fund linked unitholders ( Linked Unitholders ). The Report In terms of Regulation 31(7) of the Companies Act, 71 of 2008 ( Companies Act ), the Report is required to, at a minimum: 1. state all information relevant to the value of the securities affected by the Proposed Amendment; 2. identify holders of the company s securities affected by the Proposed Amendment; 3. describe the material effects that the Proposed Amendment will have on the rights of holders of the Fund s securities affected by the Proposed Amendment; and 4. evaluate any material adverse effects of the proposed arrangement against the compensation that any of those persons will receive in terms of the arrangement. 1. Information relevant to the value of the securities affected by the Proposed Amendment 1.1 The securities affected by the Proposed Amendment are the authorised and issued Par Value Shares of one cent each in the share capital of the Fund. 1.2 The Fund has no other class of authorised shares. 1.3 The Fund s ordinary Par Value Shares are indivisibly linked to the Fund s debentures, collectively comprising linked units ( Linked Units ), which are listed on the Main Board of the JSE Limited ( JSE ), trading under the share code IPF. Pursuant to the Fund being granted REIT status, the directors are now seeking approval to convert the Fund s Linked Unit capital to ordinary share capital. 1.4 Information in relation to the historic net asset value, earnings, headline earnings and distributions per ordinary share of the Fund is detailed in the financial statements of the Fund for the two years ended 31 March 2012 and 31 March 2013, both of which will be available for inspection at the registered office of the Fund at 100 Grayston Drive, Sandown, Sandton from Thursday, 18 July Given that the number of Par Value Shares (and Linked Units) in the Fund in issue and the rights attaching to those Par Value Shares (and Linked Units) will be unaffected by the Proposed Amendment, the Proposed Amendment will have no impact on the historic net asset value and tangible net asset value per share. The Proposed Amendment will also have no effect on the distribution, and tax treatment thereof, that will be received by a Unitholder. The Proposed Amendment should as such have no impact on the price at which a Linked Unit trades on the JSE. 2. Holders of the Fund s securities affected by the Proposed Amendment The Proposed Amendment will affect the holders of the Fund s Linked Units who comprise the holders of all of the Fund s issued Par Value Shares (as these shares are held as part of an inseparable portion comprising the Linked Unit) as at the record date to be entitled to attend the general meeting of shareholders to vote on the Proposed Amendment being Thursday, 8 August

18 3. Material effects of the Proposed Amendment on Linked Unitholders in their capacity as holders of Par Value Shares 3.1 The Proposed Amendment results in the conversion of each Par Value Share of one cent each into a No Par Value Share. 3.2 Accordingly, after the Proposed Amendment, each shareholder will own the identical number of No Par Value Shares as they held before the Proposed Amendment and the No Par Value Shares will represent the same proportion of the total issued ordinary share capital of the Fund as the Par Value Shares they held before the Proposed Amendment. 3.3 The Proposed Amendment has no other impact on any of the rights attaching to the Fund s ordinary shares and the No Par Value Shares will confer on the shareholder all of the same rights as they enjoyed as a holder of Par Value Shares before the Proposed Amendment including (without limitation) rights to participate in the profits of the Fund on winding up. 4. Evaluation of material adverse effects of the Proposed Amendment against compensation offered 4.1 As detailed in paragraph 3.3 above, the Proposed Amendment has no adverse effects on Linked Unitholders as they are in the same position and enjoy the same rights before and after the Proposed Amendment. 4.2 There is no compensation being offered in the context of the Proposed Amendment as there are no adverse effects of the Proposed Amendment on Linked Unitholders. 5. Other provisions of Regulation 31 In terms of Regulation 31(9) of the Regulations, a Linked Unitholder affected by the Proposed Amendment who believes that the proposal does not adequately protect their rights or otherwise fails to satisfy the requirements of the Companies Act, may apply to the High Court for an order and the High Court may make an order that is just and reasonable in the circumstances. If such an application is made to a court, the Fund may not put the proposed special resolution to the vote until the court proceedings are completed and the time for any appeal or review of any court order has expired. 16

19 ANNEXURE 3 PRICE AND TRADING HISTORY OF INVESTEC PROPERTY FUND ON THE JSE Set out below is a table showing the aggregate volumes and values traded and the highest and lowest prices traded in Linked Units for: Each day over the 30 days preceding the Last Practicable Date; Each month over the 12 months prior to the date of issue of this Circular; and Each quarter since the listing of the Fund. Volume traded (shares) Value traded (R 000) High (cents) Low (cents) Daily 12-Jul Jul Jul Jul Jul Jul Jul Jul Jul Jul Jun Jun Jun Jun Jun Jun Jun Jun Jun Jun Jun Jun Jun Jun Jun Jun Jun Jun Jun May

20 Monthly Volume traded (shares) Value traded (R 000) High (cents) Low (cents) 30-Jun May Apr Mar Feb Jan Dec Nov Oct Sep Aug Jul Quarterly 30-Jun Mar Dec Sep Jun Mar Dec Sep Jun

21 (Incorporated in the Republic of South Africa) (Registration number 2008/011366/06) Share code: IPF ISIN: ZAE ( Investec Property Fund or the Fund ) NOTICE OF GENERAL MEETING OF DEBENTURE HOLDERS All terms defined in the Circular to which this notice of General Meeting of Debenture Holders is attached shall bear the same meanings herein. Notice is hereby given to Debenture Holders recorded as such in the securities register maintained by the Transfer Secretaries ( Register ) on 12 July 2013 that a General Meeting of Debenture Holders will be held at 10:00 on Friday, 16 August 2013 in the 4th Floor Boardroom, Investec Bank Limited, 100 Grayston Drive, Sandown, Sandton. The record date on which Debenture Holders must be recorded as such in the Register for the purposes of being entitled to attend and vote at the General Meeting of Debenture Holders is Thursday, 8 August Accordingly, the last day to trade to be eligible to attend and vote at the General Meeting of Debenture Holders is Thursday, 1 August In terms of section 63(1) of the Companies Act, any person attending or participating in a meeting of Debenture Holders must present reasonably satisfactory identification and the person presiding at the meeting must be reasonably satisfied that the right of any person to participate in and vote (whether as Debenture Holder or as proxy for a Debenture Holder) has been reasonably verified. Accordingly, all Debenture Holders will be required to provide identification reasonably satisfactory to the chairman of the General Meeting of Debenture Holders in order to participate in and vote at the General Meeting of Debenture Holders. Forms of identification include original and valid identity documents, driver s licenses and passports. The purpose of the meeting is to transact the business set out below, and to consider and, if deemed fit, to pass, with or without modification, the special and ordinary resolutions set out below: SPECIAL RESOLUTION NUMBER 1: RESOLVED THAT, to make provision for and to facilitate the delinking of the debentures from the ordinary shares with par value of one cent and the capitalisation of the value of the debentures to the Fund s stated capital, the following amendment to the Debenture Trust Deed authorising the delinking and capitalisation, be and is hereby approved: The inclusion of the following new clause after clause 10 of the Debenture Trust Deed: 11. CAPITALISATION Subject to a special resolution of debenture holders, the company may: (a) delink the ordinary shares and the debentures for the purpose of the capitalisation as contemplated in (b); (b) subsequent to the delinking as contemplated in (a), capitalise the value allotted to the debentures in the books of account of the company to form part of the company s stated capital account; and (c) subsequent to the capitalisation as contemplated in (b), cancel the debentures and terminate the deed, without payment to debenture holders. Clause 11 of the current Debenture Trust Deed will consequently be renumbered as clause 12. SPECIAL RESOLUTION NUMBER 2: RESOLVED THAT, following and subject to the passing of special resolution number 1 and in order to facilitate the capitalisation of the value of debentures to the Fund s stated capital, the delinking of the Fund s par value shares and debentures comprising the linked units in issue be and is hereby approved. 19

22 SPECIAL RESOLUTION NUMBER 3: RESOLVED THAT, following and subject to the passing of special resolutions numbered 1 and 2, the value allotted to a debenture in the books of account of the Fund will be capitalised to form part of the Fund s stated capital account. SPECIAL RESOLUTION NUMBER 4: RESOLVED THAT, following and subject to the passing of special resolutions numbered 1, 2 and 3, the Debenture Trust Deed will be terminated and the debentures cancelled without payment to debenture holders. Reason and effect The reason for and the effect of special resolutions numbers 1, 2, 3 and 4 is to approve the delinking of the linked units and the capitalisation of the value of the debenture portion of the linked unit, to allow for the amendment of the Fund s existing linked unit structure (under the property loan stock regime) to be better aligned with the pre-eminent capital structure of international Real Estate Investment Trusts, the capital structures of which are all equity, and to simplify the accounting treatment of the Fund s capital structure. The delinking of the linked unit and the capitalisation of the value of the debentures and the future receipt of income distributions will have no tax consequences for either the Fund or its debenture holders. ORDINARY RESOLUTION NUMBER 1: RESOLVED THAT any director of the Fund be and are hereby authorised to do all such things and sign all such documents as are necessary to give effect to the special and ordinary resolutions proposed and passed at the general meeting of debenture holders at which this ordinary resolution is proposed. In order to be adopted, each of the abovementioned special resolutions must be supported by not less than 75% of the voting rights exercised on such resolutions, with the ordinary resolution requiring more than 50% of the voting rights exercised. VOTING Voting will be conducted on every resolution proposed at the General Meeting of Debenture Holders by way of a poll. Every Debenture Holder shall therefore have, one vote for each Debenture held by him/her. ELECTRONIC PARTICIPATION Debenture Holders or their proxies may participate in (but not vote at) the General Meeting of Debenture Holders by way of a teleconference call. If they wish to do so, they must contact the Transfer Secretaries by no later than 10:00 on Wednesday, 14 August 2013 and identify themselves to the satisfaction of the Fund to obtain the dialing code and pin number. Debenture Holders participating in this manner will still have to appoint a proxy to vote on their behalf at the General Meeting of Debenture Holders. Access by means of electronic communication will be at the expense of the Debenture Holder. PROXIES A Debenture Holder entitled to attend and vote at the General Meeting of Debenture Holders may appoint one or more persons as its proxy to attend, speak and vote in its stead. A proxy need not be a Debenture Holder of the Fund. Debenture Holders are referred to the attached form of proxy (blue) in this regard. If you are a Certificated Linked Unitholder or a Dematerialised Linked Unitholder with Own-name Registration and are unable to attend the General Meeting of Debenture Holders but wish to be represented thereat, you must complete and return the attached form of proxy (blue) in accordance with the instructions contained therein, which is requested to be received by the Transfer Secretaries Computershare Investor Services Proprietary Limited, at 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) by not later than 10:00 on Wednesday, 14 August If you have dematerialised your Linked Units with a CSDP or Broker, other than with Own-name Registration, you must arrange with them to provide you with the necessary letter of representation to attend the General Meeting of Debenture Holders, or you must instruct them as to how you wish to vote in this regard. This must be done in terms of the agreement entered into between you and the CSDP or Broker, in the manner and cut-off time stipulated therein. 20

23 Additional forms of proxy are obtainable from the Fund s company secretary and are requested to be deposited with the Transfer Secretaries not less than 48 hours before the General Meeting of Debenture Holders. If you do not deliver the form of proxy to the Transfer Secretaries by the relevant time, Linked Unitholders will nevertheless be entitled to lodge the form of proxy with the chairman of the General Meeting of Debenture Holders immediately prior to the commencement of the meeting. By order of the Board Investec Property Fund Limited Company Secretary 18 July

24 (Incorporated in the Republic of South Africa) (Registration number 2008/011366/06) Share code: IPF ISIN: ZAE ( Investec Property Fund or the Fund ) NOTICE OF GENERAL MEETING OF SHAREHOLDERS All terms defined in the Circular to which this notice of General Meeting of Shareholders is attached shall bear the same meanings herein. Notice is hereby given to Shareholders recorded as such in the securities register maintained by the Transfer Secretaries ( Register ) on 12 July 2013 that a General Meeting of Shareholders will be held on Friday, 16 August 2013 at 10:30 in the 4th Floor Boardroom, Investec Bank Limited, 100 Grayston Drive, Sandown, Sandton. The record date on which Shareholders must be recorded as such in the Register for the purposes of being entitled to attend and vote at the General Meeting of Shareholders is Thursday, 8 August Accordingly, the last day to trade to be eligible to attend and vote at the General Meeting of Shareholders is Thursday, 1 August In terms of section 63(1) of the Companies Act, any person attending or participating in a meeting of Shareholders must present reasonably satisfactory identification and the person presiding at the meeting must be reasonably satisfied that the right of any person to participate in and vote (whether as Shareholder or as proxy for a Shareholder) has been reasonably verified. Accordingly, all Shareholders will be required to provide identification reasonably satisfactory to the chairman of the General Meeting of Shareholders in order to participate in and vote at the General Meeting of Shareholders. Forms of identification include original and valid identity documents, driver s licenses and passports. The purpose of the meeting is to transact the business set out below, and to consider and, if deemed fit, to pass, with or without modification, the special and ordinary resolutions set out below: SPECIAL RESOLUTION NUMBER 1: RESOLVED THAT, in order to facilitate the capitalisation of the value of the debentures to the Fund s stated capital, the delinking of the Fund s debentures and par value shares comprising the linked units in issue, be and is hereby approved. SPECIAL RESOLUTION NUMBER 2: RESOLVED THAT, following and subject to the passing of special resolution number 1, the value allotted to a debenture in the books of account of the Fund will be capitalised to form part of the Fund s stated capital account. SPECIAL RESOLUTIONS NUMBER 3: RESOLVED THAT, following and subject to the passing of special resolutions numbered 1 and 2, the Debenture Trust Deed will be terminated and the debentures cancelled, without payment to debenture holders. SPECIAL RESOLUTIONS NUMBER 4: RESOLVED THAT, following and subject to the passing of special resolutions numbered 1, 2 and 3, the Fund s Memorandum of Incorporation be amended by: (a) the insertion of a full stop at the end of clause and the deletion of clause in its entirety; (b) the insertion of a new clause 41 as follows: 41. REAL ESTATE INVESTMENT TRUST To the extent necessary, the Company is authorised to obtain and maintain the status of a Real Estate Investment Trust (REIT) as contemplated in the Listings Requirements and, for so long as the Company holds such status, the 22

25 Directors shall ensure that the Company complies with the relevant Listings Requirements, as well as any legislation, regulations and/or rules, which may from time to time be applicable to such an entity. ; and (c) the deletion of Annexure D thereto in its entirety. Reason and effect The reason for and the effect of special resolutions numbers 1, 2, 3 and 4 are to approve the delinking of the linked units and the capitalisation of the value of the debenture portion of the linked unit to allow for the amendment of the Fund s existing linked unit structure (under the property loan stock regime) to be better aligned with the pre-eminent capital structure of international Real Estate Investment Trusts (REIT), the capital structures of which are all equity, and to simplify the accounting treatment of the Fund s capital structure. The delinking of the linked unit and the capitalisation of the value of the debentures and the future receipt of income distributions will have no tax consequences for either the Fund or its linked unitholders. The reason for and the effect of special resolution number 4 is to amend the Memorandum of Incorporation by removing the provisions relating to the debentures and their link to the par value shares to form linked units and by inserting a provision to authorise the Fund to obtain and maintain REIT status and to require the Board to ensure that the Fund complies with the relevant laws, regulations and other requirements applicable to a REIT. SPECIAL RESOLUTION NUMBER 5: RESOLVED THAT, in terms of Regulation 31(6)(b) of the Regulations to the Companies Act, 71 of 2008, as amended, ( Companies Act ), the conversion of the existing authorised ordinary share capital of the Fund of R , divided into (one billion) ordinary shares with no par value, without altering the substance of the specific rights and privileges associated with each such share, and the transfer of all amounts standing to the credit of the share capital account and the share premium account to the stated capital account, be and is hereby approved. Reason and effect The reason for and effect of special resolution number 5 is to convert the Fund s shares from ordinary shares with par value of one cent to ordinary shares of no par value in terms of the Companies Act and to approve the transfer of the share capital and share premium to the Fund s stated capital account. SPECIAL RESOLUTIONS NUMBER 6: RESOLVED THAT, following and subject to the passing of special resolution number 4, the Fund s Memorandum of Incorporation be amended by: (a) the deletion of clause in its entirety; (b) the substitution of the first sentence of clause 7.1 with the following sentence: Until this MOI is amended in accordance with the requirements of the Companies Act to provide otherwise, the Company is authorised to issue no more than (one billion) no par value Ordinary Shares, which includes Shares already issued at any time. the deletion of clause 7.2 in its entirety; Reason and effect The reason for and the effect of special resolution number 6 is to amend the Memorandum of Incorporation to reflect that the Fund is authorised to issue ordinary shares of no par value and to delete clause 7.2, as read with clause 1.2.5, being provisions applicable to par value shares only. ORDINARY RESOLUTION NUMBER 1: RESOLVED THAT any director of Investec Property Fund be and they are hereby authorised to do all such things and sign all such documents as are necessary to give effect to the special and ordinary resolutions proposed and passed at the general meeting of shareholders at which this ordinary resolution is proposed. In order to be adopted, each of the abovementioned special resolutions must be supported by at least 75% of the voting rights exercised on such resolutions, with the ordinary resolution requiring more than 50% of the voting rights exercised. VOTING Voting will be conducted on every resolution proposed at the General Meeting of Shareholders by way of a poll. Every Shareholder shall therefore have one vote for each Par Value Share held by him/her. 23

26 ELECTRONIC PARTICIPATION Shareholders or their proxies may participate in (but not vote at) the General Meeting of Shareholders by way of a teleconference call. If they wish to do so, they must contact the Transfer Secretaries by no later than 10:30 on Wednesday, 14 August 2013 and identify themselves to the satisfaction of the Fund to obtain the dialing code and pin number. Shareholders participating in this manner will still have to appoint a proxy to vote on their behalf at the General Meeting of Shareholders. Access by means of electronic communication will be at the expense of the Shareholder. PROXIES A Shareholder entitled to attend and vote at the General Meeting of Shareholders may appoint one or more persons as its proxy to attend, speak and vote in its stead (provided that if more than one proxy is concurrently appointed by a Shareholder, each proxy is appointed to exercise the rights attaching to different Par Value Shares held by that Shareholder). A proxy need not be a Shareholder of the Fund. Unitholders are referred to the attached form of proxy (green) in this regard. If you are a Certificated Linked Unitholder or a Dematerialised Linked Unitholder with Own-name Registration and are unable to attend the General Meeting of Shareholders but wish to be represented thereat, you must complete and return the attached form of proxy (green) in accordance with the instructions contained therein, which is requested to be received by the Transfer Secretaries, Computershare Investor Services Proprietary Limited, at 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107), by not later than 10:30 on Wednesday, 14 August If you have dematerialised your Linked Units with a CSDP or Broker, other than with Own-name Registration, you must arrange with them to provide you with the necessary letter of representation to attend the General Meeting of Shareholders or you must instruct them as to how you wish to vote in this regard. This must be done in terms of the agreement entered into between you and the CSDP or Broker, in the manner and cut-off time stipulated therein. Additional forms of proxy are obtainable from the Fund s company secretary and is requested to be deposited with the Transfer Secretaries not less than 48 hours before the General Meeting of Shareholders. If you do not deliver the form of proxy to the Transfer Secretaries by the relevant time, Shareholders will nevertheless be entitled to lodge the form of proxy with the chairman of the General Meeting of Shareholders immediately prior to the commencement of the meeting. By order of the Board Investec Property Fund Limited Company Secretary 18 July PRINTED BY INCE (PTY) LTD REF. W2CF16366

27 (Incorporated in the Republic of South Africa) (Registration number 2008/011366/06) Share code: IPF ISIN: ZAE ( Investec Property Fund or the Fund ) FORM OF PROXY GENERAL MEETING OF DEBENTURE HOLDERS For use by Certificated Linked Unitholders or Dematerialised Linked Unitholders with Own-name Registration, in their capacity as Debenture Holders, at the General Meeting of Debenture Holders to be held at 10:00 on Friday, 16 August 2013 in the 4th Floor Boardroom, Investec Bank Limited, 100 Grayston Drive, Sandown, Sandton. The definitions and interpretations commencing on page 5 of the Circular to which this form of proxy is attached also apply to this form of proxy. If Linked Unitholders have dematerialised their Linked Units with a CSDP or Broker, other than with Own-name Registration, they must arrange with the CSDP or Broker to provide them with the necessary letter of representation to attend the General Meeting of Debenture Holders or the Linked Unitholder must instruct them as to how they wish to vote in this regard. This must be done in terms of the agreement entered into between the Linked Unitholder and the CSDP or Broker, in the manner and cut-off time stipulated therein. Please read the notes on the reverse hereof carefully, which, amongst other things, set out the rights of Linked Unitholders in terms of section 58 of the Companies Act with regard to the appointment of proxies. If you wish to be represented at the General Meetings, you must complete: this form of proxy (blue) in respect of the General Meeting of Debenture Holders; the attached form of proxy (green) in respect of the General Meeting of Shareholders. For the General Meeting of Debenture Holders I/We (Full name/s in BLOCK LETTERS) Of (Address in BLOCK LETTERS) being a Debenture Holder of Investec Property Fund and holding Debentures in Investec Property Fund, and entitled to vote, do hereby appoint (refer to note 1 overleaf): or, failing him/her, Sam Leon of Investec Property Fund with registered office at 100 Grayston Drive, Sandown, Sandton, 2196, Johannesburg, or failing him, the chairman of the General Meeting of Debenture Holders as my/our proxy(ies) to vote on my/our behalf at the General Meeting of Debenture Holders to be held at 10:00 on Friday, 16 August 2013 and at any postponement or adjournment thereof, in the manner indicated below in respect of the Debentures registered in my/our name/s, on the special and ordinary resolutions proposed at the General Meeting of Debenture Holders, with or without modification. Please indicate with an X in the spaces below how you wish your proxy to vote in respect of such resolutions to be proposed, as contained in the notice of the abovementioned General Meeting of Debenture Holders. *I/We desire my/our proxy to vote on the resolutions to be proposed, as follows: Special resolution number 1 (to amend the Debenture Trust Deed) Special resolution number 2 (to delink the Par Value Shares and the Debentures comprising the Linked Unit) Special resolution number 3 (to capitalise the value of the Debentures to form part of the Fund s stated capital account) Special resolution number 4 (to terminate the Debenture Trust Deed and cancel the Debentures) Ordinary resolution number 1 (any director of the Fund be and is hereby authorised to do all such things and sign all such documents as are necessary to give effect to the special resolutions proposed at the General Meeting of Debenture Holders at which this ordinary resolution is proposed) For Against Abstain Signed by me/us this day of 2013 Signature Assisted by me (where applicable) (see note 12 overleaf) Full name/s of signatory if signing in a representative capacity (see note 11 overleaf) * If this form of proxy is returned without any indication of how the proxy should vote, the proxy will exercise his/her discretion both as to how he/she votes and as to whether or not he/she abstains from voting. Please read the notes on the reverse hereof.