THIRD SUPPLEMENT TO THE LISTING PARTICULARS DATED 13 MARCH 2015

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1 DELTA AFRICA PROPERTY HOLDINGS LIMITED (Registered by continuation in the Republic of ) (Registration number C1/GBL) Having its registered address at Level 5, Alexander House, 35 Cybercity, Ebène 72201, JSE share code: DLA SEM share code: DEL.N0000 ISIN: MU0473N00010 Dated: 8 th March 2016 (LEC/P/03/2016) ( Delta Africa or the Company ) THIRD SUPPLEMENT TO THE LISTING PARTICULARS DATED 13 MARCH 2015 Permission has been granted by the Listing Executive Committee ( LEC ) of the Stock Exchange of Limited ( SEM ) on 10 December 2015 for the issue and listing of up to 45,094,803 additional ordinary shares by way of a placing and a placing for the acquisition of assets, detailed in the Supplement to the Listing Particulars dated 10 December 2015 ( Second Supplement ). The Company now wishes to place shares out of the remaining unutilised capacity of additional ordinary shares ( Issue Shares ) by latest 12 th April 2016, as follows: (i) (ii) up to 7,365,645 additional ordinary shares by way of placing for cash at a price not less than net asset value per share of Delta Africa; and up to 29,600,596 additional ordinary shares by way of placing for the acquisition of assets by Delta Africa at a price not less than net asset value per share of Delta Africa, ( Share Issue ) subject to the Mauritian Companies Act 2001, the SEM Listing Rules and the Johannesburg Stock Exchange ( JSE ) Listings Requirements. This Supplement to the Listing Particulars ( Third Supplement or this Supplement ) is issued purely to give further information to investors on the proposed use of the proceeds from the Share Issue. This Third Supplement should be read together with the Listing Particulars issued by Delta Africa on 13 March 2015 ( Listing Particulars ), as well as the previous Supplement to Listing Particulars issued by Delta Africa on 1 April 2015 ( First Supplement ) and the Second

2 Supplement. The directors of the Company hereby confirm that there have been no significant changes to the information provided in the Listing Particulars, save as set out in paragraph 4 of this Third Supplement. The definitions set out on pages 10 to 12 of the Listing Particulars have, where appropriate, been used in this Supplement. This Supplement and the Listing Particulars issued by Delta Africa include particulars given in compliance with the SEM Listing Rules governing the Official Listing of Securities for the purpose of giving information in regard to the issuer. The directors of the Company, collectively and individually, accept full responsibility for the accuracy or completeness of the information contained herein and confirm that, having made all reasonable enquiries, to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading. The sponsor, the management company and the legal advisor whose names are included in this Supplement, have consented in writing to the inclusion of their names in the capacity stated and have not withdrawn their written consent prior to publication of this Supplement. The JSE approved the transfer of the Company s listing from the Alternative Exchange of the JSE to the Main Board of the JSE, with effect from 10 July Accordingly, Delta Africa has its primary listings on the Official Market of the SEM and on the Main Board of the JSE. This Supplement has been approved by the LEC, in conformity with the SEM Listing Rules on 8 th March Neither the LEC, nor the SEM, nor the Financial Services Commission of ( FSC ) assumes any responsibility for the contents of this Supplement. The LEC, the SEM and the FSC make no representation as to the accuracy or completeness of any of the statements made or opinions expressed in this Supplement and expressly disclaim any liability whatsoever for any loss arising from or in reliance upon the whole of any part hereof. Permission has been granted by the LEC on 8 th March 2016 for the issue and listing of up to additional ordinary shares by way of a placing and a placing for the acquisition of assets. The Company will apply for the listing of those shares on the JSE, prior to their issue. The number of Delta Africa shares in issue will increase from 81,785,008 to 118,751,249 if the additional Issue Shares are fully subscribed for. The market capitalisation of Delta Africa on the SEM and the JSE will be increased to reflect any such additional ordinary shares issued. Registered by continuation in the Republic of on 11 March 2015 Date of issue: 8 th March 2016

3 CORPORATE INFORMATION Registered office and address of the Company Level 5, Alexander House 35 Cybercity Ebène Mauritian bankers Standard Bank () Limited Level 9, Tower A 1 Cybercity Ebène Company secretary and Management Company Intercontinental Fund Services Limited Level 5, Alexander House 35 Cybercity Ebène Listing sponsor Capital Markets Brokers Limited Suite 1004,Ground Floor Alexander House 35 Cybercity Ebene Afrasia Bank Limited 10 Dr Ferrière Street Port Louis Registrar and Transfer Agent () Intercontinental Secretarial Services Limited Level 3, Alexander House 35 Cybercity Ebène SEM authorised representative Intercontinental Fund Services Limited Level 5, Alexander House 35 Cybercity Ebène JSE Sponsor and corporate advisor PSG Capital Proprietary Limited 1 st Floor, Ou Kollege 35 Kerk Street Stellenbosch, 7600 South Africa and at 1st Floor, Building 8 Inanda Greens Business Park 54 Wierda Road West Wierda Valley Sandton, 2196 (PO Box , Benmore 2010)

4 THIRD SUPPLEMENT TO THE LISTING PARTICULARS 1. INTRODUCTION 1.1. On 13 March 2015, Delta Africa issued Listing Particulars relating to the admission of 44,656,446 ordinary shares of no par value of Delta Africa on the Official Market of the SEM by way of introduction on 30 March On 1 April 2015, Delta Africa issued a Supplement to Listing Particulars relating to the admission of an additional 29,000,000 ordinary shares of no par value of Delta Africa on the Official Market of the SEM. Out of the 29,000,000 shares, 26,354,444 ordinary shares were listed on 22 April 2015 and 2,645,556 were subsequently listed on 30 June On 10 December 2015, Delta Africa issued a Supplement to Listing Particulars relating to the admission of an additional 45,094,803 ordinary shares of no par value of Delta Africa on the Official Market of the SEM. Out of the 45,094,803 shares, 6,124,370 shares were placed on 17 December 2015 and 2,004,192 shares were placed on 16 February Currently Delta Africa has shareholder approval for the issue of up to 7,365,645 ordinary shares by way of placing for cash, which approval was obtained at the General Meeting held on 16 September Furthermore, the Company has shareholder approval for the issue of up to 37,729,158 additional ordinary shares by way of placing for the acquisition of assets, of which 8,128,562 shares have been issued As at the date of this Supplement, the Company has an unutilised capacity of 36,966,241 shares to issue as follows: 7,365,645 ordinary shares by way of placing for cash; and 29,600,596 ordinary shares by way of placing for the acquisition of assets As at the date of this Supplement, Delta Africa has a total of 81,785,008 ordinary shares in issue. 2. PLACING AND FURTHER ISSUE 2.1. The Company intends placing, issuing and listing up to additional ordinary shares, as follows: by placing up to 7,365,645 additional ordinary shares for cash at a price not less than net asset value per share of Delta Africa; and

5 by placing up to 29,600,596 additional ordinary shares for the acquisition of assets by Delta Africa at a price not less than net asset value per share of Delta Africa The key objective of Delta Africa is to invest in African income-generating real estate assets (excluding assets situated in South Africa). The Company follows a rigorous selection process when identifying potential acquisitions and their geographical location. In line with the Company s strategy of investing in African real estate assets (excluding assets situated in South Africa) and as further detailed in the Listing Particulars, the additional capital raised through the Share Issue will be used by the Company: in connection with the recent acquisition of the Barclays House property in, including the repayment of the bridge-loan facility with Barclays Bank Limited amounting to USD 7,900,000 (further particulars of the Barclays House acquisition are detailed in the Second Supplement). An announcement was released on the SEM website and the JSE s Stock Exchange News Service ( SENS ) on 09 November 2015 and 17 February 2016 detailing the Barclays House acquisition; to invest in two properties in Mozambique, as announced on 16 February 2016 and 17 February 2016, being Plexus Warehousing Complex Downtown, corner Road No.1 and Avenue Marginal, Pemba City, Mozambique ( Bollore Property ) and Condominium Vale dos Embondeiros, Zambia Road, Plot number 8027, Chingodzi ( VDE Property ); and to invest in a further property in Zambia ( Further Property ). a. BOLLORE PROPERTY On 16 February 2016, Delta Africa, through its wholly-owned subsidiary, Delta International Limited, entered into an agreement ( Agreement ) with Great Lakes Property (Mozambique) Limited ( GLP ), Sonera Foundation ( Sonera ), Hodarihold Limited ( Hodari ) and CD Properties Limited ( CD Properties ), in order to amend and revive a share sale agreement ( Initial Sale Agreement ) that was previously concluded between the above parties (other than Delta Africa), but which was not implemented. The Initial Sale Agreement, as amended and revived by the Agreement, is hereafter referred to as the Bollore Acquisition Agreement. In terms of the Bollore Acquisition Agreement, Delta Africa will purchase the entire issued share capital of CD Properties, which is incorporated in, from GLP, and will take cession and assignment of the rights and obligations of Sonera and Hodari under the Initial Sale Agreement, such sale and such cession and assignment to occur on the terms, and subject to the conditions, set out in the Bollore Acquisition Agreement ( Bollore Transaction ). CD Properties holds 98% of the issued ordinary share capital of Gateway Properties Limitada ( Gateway Properties ), a company incorporated in Mozambique, which is due to acquire the Bollore Property from Plexus Mozambique Limitada ( Plexus ),

6 pursuant to a promissory purchase and sale agreement concluded between Gateway Properties and Plexus on 10 November 2015, subject to certain conditions precedent being fulfilled ( Gateway Agreement ). An amendment agreement will be concluded between Plexus and Gateway on or before 15 March 2016 to amend those conditions precedent in the Gateway Agreement. In terms of the Bollore Acquisition Agreement, Commotor Limitada ( Commotor ), a wholly-owned subsidiary of Delta Africa, will acquire the remaining 2% in Gateway Properties issued ordinary share capital from Nicolas Peter Francis Earlam and Fritz Alexander Grobien, each of whom holds 1% of such issued share capital. The total purchase consideration due under the Bollore Acquisition Agreement amounts to USD 8,499,888 ( Bollore Purchase Consideration ), of which: USD 5,800,000 will be advanced as a loan by Commotor or its nominee in Mozambique to Gateway Properties, to allow the latter to pay the purchase price due under the Gateway Agreement for the Bollore Property to Plexus. Such purchase price is to be paid by Gateway Properties on the date on which the last of the conditions precedent to the Bollore Acquisition Agreement is fulfilled ( Bollore Payment Date ), at which point Gateway Properties will be a subsidiary of Delta Africa; USD 799,888 will be paid to GLP on the Bollore Payment Date; USD 1,200,000 is due to Hodari, of which USD 500,000 is to be used by Hodari to refurbish the Bollore Property. This amount of USD 1,200,000 is to be settled by way of a payment of USD 400,000 to Hodari on the Bollore Payment Date, with the remainder to be paid to Hodari within 90 days thereafter; and USD 700,000 is due to Sonera, of which USD 400,000 is to be paid to Sonera on the Bollore Payment Date, with the remainder being paid Sonera within 90 days thereafter. An adjustment account will be finalised within 90 days after transfer to account for any other assets or liabilities attributable to the Bollore Transaction. Delta Africa intends to fund the Bollore Purchase Consideration and all transaction costs by way of placing of Delta Africa shares and/or by debt funding. An announcement was released on the SEM website and the SENS on 16 February 2016 detailing the Bollore Transaction. b. VDE PROPERTY On 17 February 2016 Delta Africa, through its wholly-owned subsidiary, Delta International Limited, entered into an agreement ( VDE Acquisition

7 Agreement ) with Transformers Investment Limited ( TIL") and Transformers Holdings Limited ( THM ), in terms of which Delta Africa will purchase from TIL all shares held by TIL in THM ( Sale Shares ), constituting 100% of THM s issued share capital ( VDE Transaction ). The risk, benefit and ownership in and to the Sale Shares will be deemed to have passed from TIL to Delta Africa on 1 December 2015, subject to the issuing of the new Delta Africa shares. THM s assets include 95% of the ordinary shares in the issued share capital of Delta Tete Limitada ( Delta Tete ), which, in turn, will on implementation of the VDE Transaction own the land in Tete, Mozambique on which the VDE Property is situated and on which the letting enterprise to be conducted by Delta Tete will be operated. Delta Africa s wholly owned subsidiary, Commotor, will hold the remaining 5% of the ordinary shares in the issued share capital of Delta Tete. The total net consideration due by Delta Africa in respect of the VDE Transaction, amounts to USD 17,353,684 ( VDE Purchase Consideration ). The VDE Purchase Consideration comprises the following: a refundable deposit of USD 300,000, which was paid to TIL in cash on 9 November 2015; a refundable deposit of USD 3,485,000, which is to be paid to TIL in cash on or before 15 March 2016; an amount of USD 2,000,000, which is to be settled, subject to the necessary approval and compliance with the SEM Listing Rules, by the issue of new Delta Africa ordinary shares to TIL at an issue price of USD 1.70 per share. Such shares are to be issued within 10 working days of the date on which all the conditions precedent to the VDE Acquisition Agreement are met, unless the parties agree otherwise; a vendor loan ( Vendor Loan ) advanced by TIL to Delta Africa, in respect of a USD 6,000,000 portion of the VDE Purchase Consideration. Unless otherwise agreed between the parties to the VDE Acquisition Agreement, the Vendor Loan will be repayable within 6 months from the date of implementation of the VDE Transaction and will bear interest at a rate of 7.4% per annum, calculated on a daily average basis and compounded monthly in arrears; and the amount of USD 5,568,684, relating to the acquisition of the VDE Property by Delta Tete, which is considered to form part of the VDE Purchase Consideration.

8 Delta Africa intends to fund the cash component of the VDE Purchase Consideration and all transaction costs, and to settle the Vendor Loan, by way of placing of Delta Africa shares and/or debt funding. In terms of a promissory purchase and sale agreement ( Mozambique Acquisition Agreement ), an amount of USD 21,300,000 is due ( Delta Tete Debt ) by Delta Tete (as nominee purchaser) to Vale Dos Embondeiros Limitada, a wholly owned subsidiary of TIL, (as seller) in consideration for the Property. Following the implementation of the VDE Transaction, Delta Africa intends to reduce the Delta Tete Debt by an amount of USD 5,568,684 by way of a placement of Delta Africa shares to third parties. An announcement was released on the SEM website and SENS on 17 February 2016 detailing the VDE Transaction. c. FURTHER PROPERTY Delta Africa is in the process of concluding a transaction to acquire a property in Zambia for an anticipated purchase price of approximately USD 38,000,000, with closing costs expected at approximately USD 500,000 and share issue expenses of approximately USD 350,000, resulting in an anticipated equity requirement of approximately USD 18,000,000. Once the acquisition agreement is concluded, the terms of the acquisition will be announced on the SENS and on the SEM website. 3. EQUITY REQUIREMENT Name Location Sector Bollore Property Pemba City, Mozambique Owned % Open market value (USD) Purchase Price (USD) Equity requirement (USD) Light Industrial 100% 8,663, ,353,684 VDE Property Tete, Residential 100% ,700,000 Mozambique Settlement of the equity Bridge-facility in respect of Barclays House acquisition Share issue expenses 1,329,523 TOTAL As indicated above, the Company also intends to place shares, at a price not less than net asset value per share of Delta Africa, for a further amount of approximately USD 18,000,000, in order to meet the equity requirement for the acquisition of the Further Property. 4. OTHER INFORMATION

9 There has been no significant changes to the information provided in the Listing Particulars since the date of its issue, other than those listed below: 4.1. Due to the migration from the Bermuda Stock Exchange to the SEM on 11 March 2015 and the resultant migration of Delta International to, the ISIN has been amended to MU0473N On 1 July 2015, Mr. Greg Booyens stepped down as Chief Financial Officer but continued to act as a director of Delta Africa. Mr Leon van de Moortele was appointed as a director and Chief Financial Officer. Mr Chandra Kumar Gujadhur and Mr Ian Macleod were appointed as non-executive directors On 7 July 2015, Mr. Louis Schnetler resigned as Delta Africa s chief executive officer and director. Mrs Bronwyn Corbett was appointed as Chief Executive Officer on 6 August On 16 September 2015, shareholders approved the change of name of the Company from Delta International Property Holdings Limited to Delta Africa Property Holdings Limited ( Change of Name ). The Registrar of Companies registered the Change of Name of Delta Africa on 29 September Following the change of name to Delta Africa Property Holdings Limited, the ISIN has changed from MU0473N00002 to MU0473N00010 and the JSE share code has changed from DLI to DLA On 30 September 2015, Delta Africa and Nedbank Corporate and Investment Banking terminated their JSE sponsor service arrangement by mutual agreement and Delta Africa appointed PSG Capital Proprietary Limited as the new JSE sponsor to the Company On 6 October 2015, the Company and LCF Securities Limited terminated their SEM sponsor service arrangement and the Company appointed Capital Markets Brokers Limited as the new SEM sponsor of the Company On 1 December 2015, Delta Africa and Apex Fund Services () Limited terminated their company secretarial service arrangement by mutual agreement with effect from 1 December Subsequently, Delta Africa appointed Intercontinental Fund Services Limited as the Management Company and Company Secretary respectively with effect from 1 December Pursuant to the change in Management Company, the Company s registered office is now located at C/o Intercontinental Fund Services Limited, Level 5, Alexander House, 35 Cybercity, Ebène 72201, Delta Africa and Computing Services Limited terminated their registrar and transfer agent arrangement by mutual agreement with effect from 1 December Intercontinental Secretarial Services Ltd has been appointed as the new registrar and transfer agent of Delta Africa in with effect from 1 December 2015.

10 4.10. On 11 December 2015, Delta International Limited (a subsidiary of Delta Africa) acquired Ndola Kafubu Investments Limited and Kitwe Mukuba Investments Limited which hold a 50% interest in the Kafubu Mall situated in Ndola, Zambia and a 50% interest in Mukuba Mall situated in Kitwe, Zambia, respectively On 16 February 2016, the final suspensive condition in relation to the Barclays House acquisition was fulfilled and the formal deed of sale was concluded between the parties at the Mauritian notaries office. Transfer of the property was registered on 22 February Ms Heidi Rix will join Delta Africa on 1 May 2016 as the Chief Operating Officer. Mr Greg Pearson, the Chief Investment Officer and an executive director on the board of Delta Africa, will assume the position of Head of Developments. He remains an executive director of the company. Mr Paul Simpson will continue in his role as Country Executive Morocco. Ms Karen Bramley has been appointed as Country Executive East Africa, whilst Mr Jeremy Cooper will serve as Head of Investments. Mr Mike Sewell has been appointed to head up acquisitions and Mr Jaco van Zyl has been appointed as Group Finance Manager, in support of Mr Leon van de Moortele. 5. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents will be available for inspection at the Company s registered office during business hours from the date of issue of this Supplement for a minimum period of 14 calendar days: i. the signed Listing Particulars; ii. the signed Supplement to the Listing Particulars dated 1 April 2015 (First Supplement); iii. the signed Supplement to the Listing Particulars dated 10 December 2015 (Second Supplement); iv. the signed Supplement to the Listing Particulars dated 8 th March 2016 (this Third Supplement); and v. the Annual Report for the year ended 30 June Signed at Ebène, on 8 th March 2016 on behalf of Delta Africa Property Holdings Limited. Leon van de Moortele who warrants that he is duly authorised thereto by resolution of the board of directors of Delta Africa Property Holdings Limited.