ANNUAL FINANCIAL STATEMENTS. for the 13 months ended 31 March 2003

ANNUAL FINANCIAL STATEMENTS 25

DIRECTORS RESPONSIBILITY FOR THE ANNUAL FINANCIAL STATEMENTS The directors are responsible for monitoring the preparation of and the integrity of the annual financial statements and related information included in this annual report. In order for the board to discharge its responsibilities, management has developed and continues to maintain a system of internal control. The board has ultimate responsibility for the system of internal control and reviews its operation, primarily through the audit committee. The internal controls include a risk-based system of internal accounting and administrative controls designed to provide reasonable but not absolute assurance that assets are safeguarded and that transactions are executed and recorded in accordance with generally accepted business practices and the group s policies and procedures. These controls are implemented by trained, skilled personnel with an appropriate segregation of duties, are monitored by management and include a comprehensive budgeting and reporting system operating within strict deadlines and an appropriate control framework. The external auditors are responsible for reporting on the annual financial statements. The annual financial statements are prepared in accordance with Statements of South African Generally Accepted Accounting Practice and incorporate disclosures in line with the accounting philosophy of the group. They are based on appropriate accounting policies consistently applied and are supported by reasonable and prudent judgements and estimates. The directors believe that the group will be a going concern in the year ahead. Accordingly the going concern basis in preparing the annual financial statements has been adopted. The annual financial statements for the period ended 31 March 2003 set out on pages 28 to 53, were approved by the board of directors on 27 May 2003 and are signed on its behalf by BS Kantor CHAIRMAN PA Theodosiou MANAGING DIRECTOR 27 May 2003 DECLARATION BY COMPANY SECRETARY In my capacity as Company Secretary, I hereby confirm, in terms of the Companies Act, 1973, that for the period ended 31 March 2003, the company has lodged with the Registrar of Companies all such returns as are required of a public company in terms of this Act and that all such returns are true, correct and up to date. CB Marlow (Company Secretary) 26

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF ACUCAP PROPERTIES LIMITED We have audited the annual financial statements and group annual financial statements of Acucap Properties Limited set out on pages 28 to 53 for the 13 months ended 31 March 2003. These annual financial statements are the responsibility of the company s directors. Our responsibility is to express an opinion on these financial statements based on our audit. SCOPE We conducted our audit in accordance with Statements of South African Auditing Standards. Those standards require that we plan and perform the audit to obtain reasonable assurance that the financial statements are free of material misstatement. An audit includes: examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. AUDIT OPINION In our opinion, the annual financial statements fairly present, in all material respects, the financial position of the company and of the group at 31 March 2003 and the results of their operations and cash flows for the period then ended in accordance with Statements of South African Generally Accepted Accounting Practice, and in the manner required by the Companies Act in South Africa. KPMG Inc. Registered Accountants and Auditors Chartered Accountants (S.A.) Cape Town 27 May 2003 27

DIRECTORS REPORT The directors have pleasure in presenting their report for the thirteen months ended 31 March 2003. NATURE OF BUSINESS Acucap Properties Limited carries on the business of a property holding company through the ownership of investment property held by its wholly owned subsidiaries. GENERAL REVIEW OF OPERATIONS No new properties were acquired since listing, but considerable effort was expended in bedding down the portfolio, and also in optimising the performance of the individual properties. Planning has been completed for significant re-tenanting activities at Key West, to commence in the 2004 financial year. A substantial refurbishment of the Sunward Centre at Boksburg got underway, and will be completed by November 2003. In April 2003, work commenced on the upgrade of the Atterbury Office Park, pursuant to the proposed development of a new building on the site in the 2004 financial year. The property portfolio was revalued at 31 March 2003 by the group s independent valuers to R912.65 million, representing a 5.54% increase in valuation since the date of listing. Subsequent to the year end, the group acquired two industrial properties from Old Mutual for R44.8 million, one at City Deep in Johannesburg and the other at Epping in Cape Town. These properties are slightly yield enhancing, and represent the group s first entry into the industrial market, where vacancy levels have started to decline and there is evidence that rentals have begun to firm. Both properties are of a quality consistent with the Acucap portfolio as a whole. Interest rates on borrowings were well managed in an environment of rapidly escalating short-term rates, with the result that the group achieved an average borrowing cost of 13.63% for the year. At 31 March 2003, 90% of borrowings were subject to fixed interest rates, with a weighted average fixed interest rate expiry of approximately 3 1 /2 years. The results and financial position of the group are set out in the accompanying financial statements and notes. INTEREST DISTRIBUTIONS It is a matter of considerable satisfaction that we have been able to distribute 137.324 cents per linked unit for the period since listing, against our forecast of 138.06 cents, and that our results have so closely matched our initial promise. This was achieved despite a more hostile financial environment and very largely because the property portfolio performed so well, to the credit of the group s management company. Distributions were: Cents per linked unit Pre-listing Distribution number 2 for the period 1 March 2002 to 26 March 2002 5.670 Post-listing 137.324 Distribution number 3 for the period 27 March 2002 to 30 September 2002 65.083 Distribution number 4 for the period 1 October 2002 to 31 March 2003 72.241 142.994 28

SHARE CAPITAL The authorised share capital of the company is 100 million shares of 0.1 cent each linked to 100 million subordinated unsecured variable rate debentures of R9.99 each. A linked unit comprises one ordinary share and one subordinated unsecured variable rate debenture. During the period under review 29 927 781 linked units were issued (2002 : 9 707 132). The linked units issued consist of 29 927 781 ordinary shares of 0.1 cent each issued at a premium of 0.9 cents and 29 927 781 subordinated unsecured variable rate debentures issued at R9.99 each. The linked units were issued in order for the group to fund the acquisition of properties. The linked units were listed on the JSE Securities Exchange on 27 March 2002. SUBSIDIARIES Details of the company's interest in its subsidiaries are set out in note 3. 13 months ended 12 September 2001 31 March 2003 (date of incorporation) to 28 February 2002 R'000 R'000 The attributable interest in profits / (losses) after tax of subsidiaries was 29 207 ( 7 106) DIRECTORATE During the period under review the following directors held office: Non-executive: F M Berkeley, D de Beer, R C Frolich, B S Kantor, M J Lindeque, H J Mocke, B Stevens, U J van der Walt, N D C Whale Executive: J H Rens, P A Theodosiou There were no changes to the board during the period under review. In terms of the articles of association the following directors retire at the forthcoming annual general meeting and are eligible for re-election: F M Berkeley, B S Kantor, M J Lindeque, H J Mocke, B Stevens and U J van der Walt DIRECTORS' SHAREHOLDINGS Direct Indirect Total Percentage 31 March 2003 FM Berkeley 55 000-55 000 0.14% D de Beer - 1 330 010 1 330 010 3.36% BS Kantor 4 000-4 000 0.01% JH Rens - 133 529 133 529 0.34% B Stevens - 5 000 5 000 0.01% PA Theodosiou - 334 569 334 569 0.84% NDC Whale - 15 882 15 882 0.03% 59 000 1 818 990 1 877 990 4.73% At listing (27 March 2002) JH Rens - 85 441 85 441 0.22% PA Theodosiou - 190 783 190 783 0.48% NDC Whale - 12 816 12 816 0.03% - 289 040 289 040 0.73% 28 February 2002 JH Rens - 32 213 32 213 0.33% PA Theodosiou - 135 963 135 963 1.40% NDC Whale - 4 832 4 832 0.05% - 173 008 173 008 1.78% There have been no changes in the directors' shareholdings between 31 March 2003 and the date of this report. 29

DIRECTORS REPORT (continued) DIRECTORS REMUNERATION Fees paid to directors during the 13 months ended 31 March 2003 were as follows: 13 months ended 12 September 2001 31 March 2003 (date of incorporation) to 28 February 2002 R'000 R'000 FM Berkeley* 19.2 10 D de Beer* 19.2 10 RC Frolich 19.2 10 BS Kantor 19.2 10 AE le Roux (resigned 31-1-02) - 5 M J Lindeque 19.2 - H J Mocke** 19.2 - B Stevens 19.2 10 U J van der Walt 19.2 - NDC Whale 19.2 10 172.8 65 * The directors remuneration payable to FM Berkeley and D de Beer was paid to Nedcor Investment Bank Limited ** The directors remuneration payable to HJ Mocke was paid to Sanlam Property Asset Management (Proprietary) Limited The executive directors' remuneration is paid by Acucap Property Management (Proprietary) Limited 13 months ended 12 September 2001 31 March 2003 (date of incorporation) to 28 February 2002 R'000 R'000 JH Rens 695 270 PA Theodosiou 825 270 1 520 540 CORPORATE GOVERNANCE AND INTERNAL CONTROLS The company's position in regard to corporate governance and internal controls is set out in a separate statement in the annual report. MANAGEMENT BY A THIRD PARTY The group has no employees and is managed by Acucap Property Management (Pty) Limited in terms of an asset management agreement (see note 17.1). Messrs JH Rens (10%), PA Theodosiou (10%) and NDC Whale (1.5%) have indirect shareholdings in Acucap Property Management (Pty) Ltd. SPECIAL RESOLUTIONS The company did not pass any special resolutions during the period under review. SECRETARY The company secretary is CB Marlow CA (S.A.) (appointed 13 September 2002 upon resignation of D de Beer) Business address: Suite A11, Westlake Square, Westlake Drive, Westlake Postal address: PO Box 31079, Tokai, 7966 31

BALANCE SHEETS at 31 March 2003 31 March 2003 28 February 2002 31 March 2003 28 February 2002 Group Group Company Company Note R'000 R'000 R'000 R'000 ASSETS Non current assets 912 650 320 450 424 971 98 979 Investment properties 2 912 650 320 450 - - Interest in subsidiaries 3 - - 424 971 98 979 Current assets 32 568 4 846 11 - Deferred tax 4-509 - - Accounts receivable 5 427 3 965 - - Cash and cash equivalents 5 27 141 372 11 - Total assets 945 218 325 296 424 982 98 979 EQUITY AND LIABILITIES Shareholders interest / (deficit) 22 497 ( 7 009) 396 97 Share capital and share premium 6 396 97 396 97 Non-distributable reserve 7 37 339 - - - Accumulated loss ( 15 238) ( 7 106) - - Non current liabilities 889 956 325 267 395 953 96 974 Debentures 8 395 953 96 974 395 953 96 974 Loans 9 478 000 228 293 - - Deferred tax 4 16 003 - - - Current liabilities 32 765 7 038 28 633 1 908 Accounts payable 4 132 5 130 - - Debenture interest payable 28 633 1 908 28 633 1 908 Total equity and liabilities 945 218 325 296 424 982 98 979 32

INCOME STATEMENTS 12 September 2001 12 September 2001 13 months ended (date of incorporation) 13 months ended (date of incorporation) 31 March 2003 to 28 February 2002 31 March 2003 to 28 February 2002 Group Group Company Company Note R'000 R'000 R'000 R'000 Revenue 129 973 8 803 - - Net operating expenses ( 9 843) ( 893) 13 - Operating profit 120 130 7 910 13 - Revaluation of investment properties 56 737 ( 3 395) - - 176 867 4 515 13 1 908 Interest received 558 365 55 451 1 908 Interest paid debentures ( 55 464) ( 1 908) ( 55 464) ( 1 908) loans ( 66 850) ( 7 281) - - Profit / (loss) before exceptional items and taxation 55 111 ( 4 309) - - Exceptional items ( 9 392) ( 3 306) - - Listing costs ( 7 393) ( 2 754) - - Cost of raising finance ( 1 999) ( 552) - - Profit / (loss) before taxation 10 45 719 ( 7 615) - - Taxation 11 ( 16 512) 509 - - Net profit / (loss) for the period 29 207 ( 7 106) - - Cents Cents Earnings / (loss) per share 13 76.20 (73.20) Headline loss per share 13 (9.46) (15.10) Interest distribution per linked unit Post listing 137.32 - interim 65.08 - final 72.24 - Pre listing 5.67 27.15 Distribution per linked unit 142.99 27.15 33

STATEMENTS OF CHANGES IN EQUITY Share Share Non distributable Accumulated Total capital premium reserve loss R'000 R'000 R'000 R'000 R'000 GROUP Issue of 7 shares on 12 September 2001 - - - - - Issue of 9 707 125 shares on 4 February 2002 10 87 - - 97 Net loss for the period - - - ( 7 106) ( 7 106) Balance at 28 February 2002 10 87 - ( 7 106) ( 7 009) Issue of 19 221 732 shares on 14 March 2002 19 173 - - 192 Issue of 10 706 049 shares on 26 March 2002 11 96 - - 107 Net profit for the period - - - 29 207 29 207 Transfer to non-distributable reserve - - 37 339 ( 37 339) - Balance at 31 March 2003 40 356 37 339 ( 15 238) 22 497 COMPANY Issue of 7 shares on 12 September 2001 - - - - - Issue of 9 707 125 shares on 4 February 2002 10 87 - - 97 Balance at 28 February 2002 10 87 - - 97 Issue of 19 221 732 shares on 14 March 2002 19 173 - - 192 Issue of 10 706 049 shares on 26 March 2002 11 96 - - 107 Balance at 31 March 2003 40 356 - - 396 34

CASH FLOW STATEMENTS 12 September 2001 12 September 2001 13 months ended (date of incorporation) 13 months ended (date of incorporation) 31 March 2003 to 28 February 2002 31 March 2003 to 28 February 2002 Group Group Company Company Note R'000 R'000 R'000 R'000 Cash flows from operating activities Cash generated by operations 12 135 003 7 677 26 738 1 908 Interest received 558 365 55 451 1 908 Interest paid ( 122 314) ( 9 189) ( 55 464) ( 1 908) Net cash inflow / (outflow) from operating activities 13 247 ( 1 147) 26 725 1 908 Cash flows from investing activities Acquisition of investment properties ( 535 463) ( 323 845) - - Loan to subsidiary - - ( 325 992) ( 98 979) Net cash outflow from investing activities ( 535 463) ( 323 845) ( 325 992) ( 98 979) Cash flows from financing activities Proceeds from the issue of shares 299 97 299 97 Proceeds from the issue of debentures 298 979 96 974 298 979 96 974 Loans raised 256 892 228 293 - - Loans repaid ( 7 185) - - - Net cash inflow from financing activities 548 985 325 364 299 278 97 071 Net cash inflow for the period 26 769 372 11 - Cash and cash equivalents at beginning of period 372 - - - Cash and cash equivalents at end of period 5 27 141 372 11 -

NOTES TO THE ANNUAL FINANCIAL STATEMENTS 1. ACCOUNTING POLICIES The financial statements incorporate the principal accounting policies set out below, which are consistent with those adopted in the previous financial period. 1.1 Statement of compliance The financial statements are prepared in accordance with South African Statements of Generally Accepted Accounting Practice and the requirements of the Companies Act in South Africa. 1.2 Basis of preparation The financial statements are prepared on the historical cost basis, except for investment properties and financial instruments which are carried at fair value. 1.3 Basis of consolidation The group financial statements incorporate the assets, liabilities, operating results and cash flows of the company and its subsidiaries. The results of subsidiaries acquired or disposed of during the period are included from the effective dates of acquisition and up to the effective dates of disposal. Intercompany balances and transactions and any resulting unrealised gains and losses are eliminated in preparing the group financial statements. Goodwill on acquisitions, being the net excess of the cost of investments in subsidiaries over the underlying net asset values at the effective dates of acquisition, is written off over its useful life. The accounting policies of the subsidiaries are consistent with those of the holding company. 1.4 Investment properties Investment properties are properties held to earn rental income and appreciate in capital value. The cost of investment properties comprises the purchase price and directly attributable expenditure. Subsequent expenditure relating to investment properties is capitalised when it is probable that future economic benefits from the use of the asset will be increased. All other subsequent expenditure is recognised as an expense in the period in which it is incurred. After initial recognition investment properties are measured at fair value. Fair values are determined annually by external independent professional valuers on the open market value basis. Gains or losses arising from changes in the fair values are included in net profit or loss for the period in which they arise. Unrealised gains, net of deferred tax, are transferred to a non-distributable reserve in the statement of changes in equity. Unrealised losses, net of deferred tax, are transferred against a non-distributable reserve to the extent that the decrease does not exceed the amount held in the non-distributable reserve. On disposal of investment properties, the difference between the net disposal proceeds and the carrying value is charged or credited to the income statement. Revaluation gains / losses accounted for in the non-distributable reserve relating to such disposals are transferred to/against distributable reserves/accumulated loss in the statement of changes in equity. Borrowing costs Borrowing costs that are directly attributable to investment properties that necessarily take a substantial period of time to prepare for their intended use are capitalised. Capitalisation continues up to the date that the investment properties are substantially complete. Capitalisation is suspended during extended periods in which active development is interrupted. 37

1.5 Impairment The carrying amounts of the group s assets are reviewed at each balance sheet date to determine whether there is any indication of impairment. An impairment loss is recognised whenever the carrying amount of an asset exceeds its recoverable amount. 1.6 Financial instruments Measurement Financial instruments are initially measured at cost, which includes transaction costs. Subsequent to initial recognition these instruments are measured as set out below. Accounts receivable Accounts receivable originated by the group are stated at cost less a provision for doubtful debts. Cash and cash equivalents Cash and cash equivalents are measured at fair value at balance sheet date. Financial liabilities Non-derivative financial liabilities are recognised at amortised cost, comprising original debt less principal payments and amortisations. Gains and losses on subsequent measurement Gains and losses arising from a change in fair value of financial instruments are included in net profit or loss in the period in which the change arises. Offset Financial assets and financial liabilities are offset and the net amount reported in the balance sheet when the group has a legally enforceable right to set off the recognised amounts, and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. 1.7 Cash and cash equivalents Cash and cash equivalents comprise cash on hand, deposits held on call with banks and investments in money market instruments, net of bank overdrafts, all of which are available for use by the group unless otherwise stated. 1.8 Provisions Provisions are recognised when the group has present legal or constructive obligations arising from past events, from which outflows of economic benefits are probable, and where reliable estimates can be made of the amount of the obligations. Where the effect of discounting is material, provisions are discounted. The discount rate is a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. 1.9 Revenue Revenue comprises rental income, excluding VAT. 38

1.10 Tax Current tax comprises tax payable calculated on the basis of the expected taxable income for the period, using the tax rates enacted at the balance sheet date. Deferred tax is provided using the balance sheet liability method, based on temporary differences. Temporary differences are differences between the carrying amounts of assets and liabilities for financial reporting purposes and their tax bases. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities using tax rates enacted or substantively enacted at the balance sheet date. The effect on deferred tax of any changes in tax rates is recognised in the income statement. A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the associated unused tax losses and deductible temporary differences can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised. 1.11 Segment reporting On a primary basis, the group operates in the following geographical areas of South Africa: Gauteng, and Cape. The property usage of the group's property portfolio is the secondary segment. Segment results include revenue and expenses directly attributable to a segment and the relevant portion of enterprise revenue and expenses that can be allocated on a reasonable basis to a segment. Segment assets and liabilities comprise those assets and liabilities that are directly attributable to the segment or can be allocated to the segment on a reasonable basis. 39

31 March 2003 28 February 2002 31 March 2003 28 February 2002 Group Group Company Company R'000 R'000 R'000 R'000 2. INVESTMENT PROPERTIES Cost 846 241 319 629 - - Subsequent expenditure* 13 067 4 216 - - Revaluation 53 342 ( 3 395) - - Carrying value 912 650 320 450 - - Movement in investment properties Carrying value at beginning of period 320 450 - - - Additions 526 612 319 629 - - Subsequent expenditure* 8 851 4 216 - - Revaluation 56 737 ( 3 395) - - Carrying value at end of period 912 650 320 450 - - * includes interest capitalised of R129 521 (2002:Rnil) Investment properties are encumbered as per note 9 A register of investment properties is available for inspection at the group's registered office. Investment properties were independently valued at 31 March 2003 on the open market value basis by the following professional valuers who are registered with the South African Institute of Valuers: Cape Town properties - MRB Gibbons of Mills Fitchet Magnus Penny (Proprietary) Limited Gauteng properties - P Parfitt and G MacFarlane of Quadrant Property Group (Proprietary) Limited Eastern Cape properties - G J Boyd of Majola & Boyd (Proprietary) Limited 40

31 March 2003 28 February 2002 31 March 2003 28 February 2002 Issued Share Issued Share Percentage Percentage Capital Capital Holding Holding R R 3. INTEREST IN SUBSIDIARIES Acucap Investments (Proprietary) Limited 1 1 100% 100% Acucap Investments 2 (Proprietary) Limited 100-100% - 31 March 2003 28 February 2002 R'000 R'000 Shares at cost - - Loan 424 971 98 979 The loan to Acucap Investments (Pty) Limited bears interest at a rate of not less than 99% of the net profit of Acucap Investments (Pty) Limited as defined in the debenture trust deed. Interest is payable six monthly. 424 971 98 979 The share in and loan to Acucap Investments (Pty) Limited are ceded and pledged to Nedbank Limited as security for the Nedbank Limited loans to the subsidiary (see note 9).

31 March 2003 28 February 2002 31 March 2003 28 February 2002 Group Group Company Company R'000 R'000 R'000 R'000 4. DEFERRED TAX Balance at beginning of period ( 509) - - - Movement during the period 16 512 ( 509) - - Balance at end of period 16 003 ( 509) - - Comprising Revaluation of investment properties 16 003 ( 509) - - 5. CASH AND CASH EQUIVALENTS Cash on call 27 119 - - - Current account 22 372 11-27 141 372 11-6. SHARE CAPITAL Authorised 100 million ordinary shares of 0.1 cent each 100 100 100 100 Issued 39 634 913 (2002: 9 707 132) ordinary shares of 0.1 cent each 40 10 40 10 Share premium 356 87 356 87 396 97 396 97 Each share is linked to a debenture, which together comprises a linked unit (see note 8). The unissued shares are under the control of the directors until the next annual general meeting. 7. NON DISTRIBUTABLE RESERVE Investment property revaluation reserve 37 339 - - - The deficit of R3 394 983 on revaluation of the properties as at 28 February 2002 was included in the accumulated loss at that date. 42

31 March 2003 28 February 2002 31 March 2003 28 February 2002 Group Group Company Company R'000 R'000 R'000 R'000 8. DEBENTURES 39 634 913 (2002: 9 707 132) subordinated unsecured variable rate debentures of R9.99 each 395 953 96 974 395 953 96 974 The debentures bear interest at a rate of not less than 99% of the net profit as defined in the debenture trust deed. Interest is payable six monthly. The debentures are redeemable: after 25 years from date of allotment subject to a special resolution with redemption taking place 5 years after the date of the special resolution; at the option of the company subject to compliance with statutes and the requirements of the JSE Securities Exchange, as applicable; immediately at the option of the trustee if the company fails to adhere to the terms of the trust deed; commits an act of insolvency or disposes of or attempts to dispose of the whole or substantially the whole of its undertaking. The rights of debenture holders to repayment are subordinated in favour of the claims of other creditors. 43

31 March 2003 28 February 2002 31 March 2003 28 February 2002 Group Group Company Company R'000 R'000 R'000 R'000 9. LOANS Secured % fixed rate Nedbank Limited("Nedbank") 478 000 221 108 - - facility 21 771 prime less 1.5% - 48 000 41 108 - - facility 21 814 12.21 Jan-05 60 000 60 000 - - facility 21 815 12.84 Jan-07 120 000 120 000 - - facility 21 818 14.43 Oct-09 50 000 - - - facility 21 826 12.73 Apr-04 50 000 - - - facility 21 827 13.34 May-08 100 000 - - - facility 22 354 14.06 Mar-12 50 000 - - - The terms are as follows: Interest rate The capital is repayable in full on 31 March 2012. The interest rates on all fixed rate facilities revert to prime minus 1.5% per annum on expiry of the fixed rates. The loans are secured by a pledge and cession of the shares in Acucap Investments (Pty) Ltd and of any claims which Acucap Properties Ltd may have against Acucap Investments (Pty) Ltd (see note 3). Nedbank holds in its possession the title deeds to the properties (see note 2). Acucap Investments (Pty) Ltd may not dispose of more than 10% of its investment properties without the consent of Nedbank (see note 2). Acucap Investments (Pty) Ltd requires the written consent of Nedbank before it may incur any indebtedness, other than the indebtedness to Nedbank and ordinary trade creditors, of more than R500 000. Expiry date of Balance carried forward 478 000 221 108 - - 44

31 March 2003 28 February 2002 31 March 2003 28 February 2002 Group Group Company Company R'000 R'000 R'000 R'000 9. LOANS (continued) If the gross amount due to Nedbank exceeds 55% of the gross carrying value of the investment properties or the income of Acucap Investments (Pty) Ltd for any quarter does not exceed 150% of the interest due, then Acucap Investments (Pty) Ltd will be required to repay such portion of the capital advanced to achieve the above minimum ratios. Acucap Investments (Pty) Ltd may not purchase, redeem or reduce its share capital during the period of the agreement. Unsecured Loans from vendors - 7 185 - - 478 000 228 293 - - 45

12 September 2001 12 September 2001 13 months ended (date of incorporation) 13 months ended (date of incorporation) 31 March 2003 to 28 February 2002 31 March 2003 to 28 February 2002 Group Group Company Company R'000 R'000 R'000 R'000 10. PROFIT / (LOSS) BEFORE TAXATION is stated after charging/(crediting) Income from subsidiaries - - ( 55 578) ( 1 908) Administration fees - - ( 193) - Interest received - - ( 55 385) ( 1 908) Auditors remuneration audit fee 119 - - - other fees 378 - - - Property administration fees 2 873 156 - - (Increase)/decrease in fair value of investment properties ( 56 737) 3 395 - - Interest received ( 558) ( 365) ( 66) ( 1 908) 11. TAXATION South African normal tax deferred 16 512 ( 509) - - Reconciliation of tax rate % % % % Effective tax rate 36 ( 7) - - CGT inclusion rate increased to company rate 1 - - - Non deductible portion of capital loss - ( 6) - - Permanent differences ( 6) ( 11) - - Deferred tax asset not raised ( 1) ( 6) - - Standard tax rate 30 ( 30) - - Provision for current taxation is not necessary as the company had no taxable income. A subsidiary had a computed tax loss at 31 March 2003 of R2 545 104 (2002: R1 905 596) which is available for set off against future taxable income. 46

12 September 2001 12 September 2001 13 months ended (date of incorporation) 13 months ended (date of incorporation) 31 March 2003 to 28 February 2002 31 March 2003 to 28 February 2002 Group Group Company Company R'000 R'000 R'000 R'000 12. NOTES TO THE CASH FLOW STATEMENT Cash generated by operations Profit / (loss) before taxation 45 719 ( 7 615) - - Adjusted for: Interest received ( 558) ( 365) ( 55 451) ( 1 908) Interest paid 122 314 9 189 55 464 1 908 (Increase) / decrease in fair value of investment properties ( 56 737) 3 395 - - 110 738 4 604 13 - Changes in working capital 24 265 3 073 26 725 1 908 Increase in accounts receivable ( 1 462) ( 3 965) - - (Decrease) / increase in accounts payable ( 998) 5 130 - - Increase in debenture interest payable 26 725 1 908 26 725 1 908 135 003 7 677 26 738 1 908 13. EARNINGS / (LOSS) PER SHARE 13.1 Earnings / (loss) per share The calculation of the earnings / (loss) per share is based on the weighted average number of 38 328 010 shares in issue during the period (2002: 9 707 132) and a profit of R29 207 746 (2002: loss of R7 105 925) 13.2 Headline loss per share The calculation of the headline earnings / (loss) per share is based on a weighted average of 38 328 010 shares in issue during the period (2002: 9 707 132) and the headline loss is calculated as follows: Net profit / (loss) for the period 29 207 ( 7 106) Listing costs 7 393 2 754 Revaluation of investment properties ( 56 737) 3 395 Deferred tax on revaluation 16 512 ( 509) Headline loss ( 3 625) ( 1 466) 14. CAPITAL COMMITMENTS AUTHORISED Contracted for 3 155 526 611 - - Not contracted for 44 830 - - - 47 985 526 611 - - The capital expenditure will be funded from cash resources, additional loan facilities and the issue of additional linked units. 47

R'000 R'000 R'000 R'000 Total Offices Retail Commercial 15. SEGMENTAL INFORMATION Segment results Group: 13 months ended 31 March 2003 Gauteng Revenue 96 548 17 075 73 132 6 341 Net operating expenses ( 5 293) ( 6) ( 5 135) ( 152) Operating profit 91 255 17 069 67 997 6 189 Cape Revenue 33 425 12 663 14 246 6 516 Net operating expenses ( 4 019) ( 1 912) ( 1 776) ( 331) Operating profit 29 406 10 751 12 470 6 185 Total allocated Revenue 129 973 29 738 87 378 12 857 Net operating expenses ( 9 312) ( 1 918) ( 6 911) ( 483) Operating profit allocated 120 661 27 820 80 467 12 374 Property revaluation 56 737 ( 183) 48 221 8 699 Taxation ( 16 512) 373 ( 14 346) ( 2 539) Allocated net profit for the period 160 886 28 010 114 342 18 534 Reconciliation to net profit in the income statement Total Unallocated Allocated Revenue 129 973-129 973 Operating expenses ( 9 843) ( 531) ( 9 312) Operating profit 120 130 ( 531) 120 661 Revaluation of investment properties 56 737-56 737 Interest received 558 558 - Interest paid ( 122 314) ( 122 314) - Exceptional items ( 9 392) ( 9 392) - Taxation ( 16 512) - ( 16 512) Net profit for the period 29 207 ( 131 679) 160 886 48

R'000 R'000 R'000 R'000 Total Offices Retail Commercial 15. SEGMENTAL INFORMATION (continued) Segment results (continued) Group: 12 September 2001 (date of incorporation to 28 February 2002 Gauteng Revenue 3 968 2 824 1 144 - Net operating expenses ( 278) ( 16) ( 262) - Operating profit 3 690 2 808 882 - Cape Revenue 4 835 2 627 1 638 570 Net operating expenses ( 534) ( 348) ( 144) ( 42) Operating profit 4 301 2 279 1 494 528 Total allocated Revenue 8 803 5 451 2 782 570 Net operating expenses ( 812) ( 364) ( 406) ( 42) Operating profit allocated 7 991 5 087 2 376 528 Property revaluation ( 3 395) ( 2 121) ( 803) ( 471) Taxation 509 318 120 71 Allocated net profit for the period 5 105 3 284 1 693 128 Reconciliation to net loss in the income statement Total Unallocated Allocated Revenue 8 803-8 803 Operating expenses ( 893) ( 81) ( 812) Operating profit 7 910 ( 81) 7 991 Revaluation of investment properties ( 3 395) - ( 3 395) Interest received 365 365 - Interest paid ( 9 189) ( 9 189) - Exceptional items ( 3 306) ( 3 306) - Taxation 509-509 Net (loss) / profit for the period ( 7 106) ( 12 211) 5 105 49

R'000 R'000 R'000 R'000 Total Offices Retail Commercial 15. SEGMENTAL INFORMATION (continued) Segment assets and liabilites Group: 31 March 2003 Gauteng Investment properties 704 550 109 750 546 200 48 600 Accounts receivable 3 715 572 3 104 39 Deferred tax ( 16 446) ( 1 131) ( 13 694) ( 1 621) Accounts payable ( 2 220) ( 703) ( 1 355) ( 162) Net segmental assets 689 599 108 488 534 255 46 856 Cape Investment properties 208 100 77 500 83 100 47 500 Accounts receivable 1 712 625 869 218 Deferred tax 443 1 822 ( 531) ( 848) Accounts payable ( 645) ( 222) ( 291) ( 132) Net segmental assets 209 610 79 725 83 147 46 738 Total Investment properties 912 650 187 250 629 300 96 100 Accounts receivable 5 427 1 197 3 973 257 Deferred tax ( 16 003) 691 ( 14 225) ( 2 469) Accounts payable (2 865) ( 925) ( 1 646) ( 294) Net segmental assets 899 209 188 213 617 402 93 594 Total Unallocated Allocated Investment properties 912 650-912 650 Accounts receivable 5 427-5 427 Cash and cash equivalents 27 141 27 141 - Total assets 945 218 27 141 918 077 Debentures 395 953 395 953 - Loans 478 000 478 000 - Deferred tax 16 003-16 003 Accounts payable 4 132 1 267 2 865 Debenture interest payable 28 633 28 633 - Total liabilities 922 721 903 853 18 868 50

R'000 R'000 R'000 R'000 Total Offices Retail Commercial 15. SEGMENTAL INFORMATION (continued) Segment assets and liabilites (continued) Group: 28 February 2002 Gauteng Investment properties 172 450 83 850 88 600 - Accounts receivable 821 84 737 - Deferred tax 224 97 127 - Accounts payable ( 243) ( 160) ( 83) - Net segmental assets 173 252 83 871 89 381 - Cape Investment properties 148 000 82 100 49 000 16 900 Accounts receivable 2 140 1 097 875 168 Deferred tax 285 221 ( 7) 71 Accounts payable ( 428) ( 197) ( 219) ( 12) Net segmental assets 149 997 83 221 49 649 17 127 Total Investment properties 320 450 165 950 137 600 16 900 Accounts receivable 2 961 1 181 1 612 168 Deferred tax 509 318 120 71 Accounts payable ( 671) ( 357) ( 302) ( 12) Net segmental assets 323 249 167 092 139 030 17 127 Total Unallocated Allocated Investment Properties 320 450-320 450 Accounts receivable 3 965 1 004 2 961 Deferred tax 509-509 Cash and cash equivalents 372 372 - Total assets 325 296 1 376 323 920 Debentures 96 974 96 974 - Loans 228 293 228 293 - Accounts payable 5 130 4 459 671 Debenture interest payable 1 908 1 908 - Total liabilities 332 305 331 634 671 51

16. FINANCIAL INSTRUMENTS Exposure to interest rate and credit risk arises in the normal course of the group s business. 16.1 Interest rate risk The group actively manages its fixed and floating rate mix and these are positioned according to expected interest rate movements. Borrowings reprice as reflected in note 9. 16.2 Credit risk Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. At the balance sheet date there were no significant concentrations of credit risk. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the balance sheet. 16.3 Fair values The fair values of all financial instruments aproximate to the values reflected in the balance sheet. 17. RELATED PARTY TRANSACTIONS 17.1 Identity of related parties Subsidiaries (see note 3) Directors as listed in the directors' report Acucap Property Management (Pty) Limited - asset managers The assets and the affairs of the group are managed by Acucap Property Management (Pty) Ltd, whose directors are Messrs D de Beer (resigned 12 April 2003), HJ Mocke, JH Rens, K Reynolds (appointed 15 May 2003), PA Theodosiou and NDC Whale. Messrs JH Rens, PA Theodosiou and NDC Whale are indirect beneficial shareholders in Acucap Property Management (Pty) Ltd. 17.2 Material related party transactions 17.2.1 A promotors fee of 1.6% of the cost of investment properties purchased and listing costs was paid as follows: 1%, amounting to R5 322 770 (2002: R3 221 250) paid in linked units to the shareholders of Acucap Property Management (Pty) Ltd and capitalised as an acquisition cost of investment properties. 0,6%, amounting to R3 225 350 (2002: R1 901 060 ) paid in cash to Acucap Property Management (Pty) Ltd and included in listing costs. 17.2.2 Acucap Property Management (Pty) Ltd earns monthly management fees in terms of an asset management agreement. This fee amounts to 0.5% of the market capitalisation and loan funding (excluding debentures). In respect of the first year after listing, the management company agreed to underwrite the forward yield as disclosed in the prospectus by contributing an amount limited to its first year management fee for this purpose, in terms of clause 7.3 of the management contract. 18. CHANGE OF YEAR END The company changed its year end from the last day of February to the last day of March. 53