Barinor Holdings (Pty) Ltd (Registration number 1998/003570/07) Consolidated Annual Financial Statements for the year ended 30 June 2017

BARINOR HOLDINGS (PTY) LTD (REGISTRATION NUMBER 1998/003570/07) CONSOLIDATED ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017

GENERAL INFORMATION Country of incorporation and domicile Nature of business and principal activities Directors South Africa Investment Holding GW Boshoff GR Gous JL Seeliger PJ Badenhorst GW Deans Registered office Farm 3 The Vineyards Office Estate 99 Jip De Jager Road Bellville 7530 Postal address P.O Box 3556 Tyger Valley 7536 Bankers Auditor ABSA C2M Chartered Accountants Incorporated Chartered Accountant (SA) Registered Auditor registration number 1998/003570/07 Level of assurance Preparer These consolidated annual financial statements have been audited in compliance with the applicable requirements of the Companies Act 71 of 2008. The consolidated annual financial statements were independently compiled by: MD Dreyer Professional Accountant (S.A.) Issued 24 July 2017 1

INDEX The reports and statements set out below comprise the consolidated annual financial statements presented to the shareholders: Index Page Directors' Responsibilities and Approval 3 Independent Auditor's Report 4-6 Directors' Report 7-9 Statement of Financial Position 10 Statement of Comprehensive Income 11 Statement of Changes in Equity 12-13 Statement of Cash Flows 14 Accounting Policies 15-20 Notes to the Consolidated Annual Financial Statements 21-34 The following supplementary information does not form part of the consolidated annual financial statements and is unaudited: Detailed Income Statement 35-37 Tax Computation 37 2

INDEPENDENT AUDITOR'S REPORT To the shareholders of Barinor Holdings (Pty) Ltd Opinion I have audited the consolidated annual financial statements of Barinor Holdings (Pty) Ltd set out on pages 10 to 34, which comprise the statement of financial position as at 30 June 2017, and the statement of comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, and notes to the consolidated annual financial statements, including a summary of significant accounting policies. In my opinion, the consolidated annual financial statements present fairly, in all material respects, the financial position of Barinor Holdings (Pty) Ltd as at 30 June 2017, and its financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standard for Small and Medium-sized Entities and the requirements of the Companies Act 71 of 2008. Basis for opinion I conducted my audit in accordance with International Standards on Auditing. My responsibilities under those standards are further described in the Auditor s Responsibilities for the Audit of the consolidated annual financial statements section of my report. I am independent of the company in accordance with the Independent Regulatory Board for Auditors Code of Professional Conduct for Registered Auditors (IRBA Code) and other independence requirements applicable to performing audits of consolidated annual financial statements in South Africa. I have fulfilled my other ethical responsibilities in accordance with the IRBA Code and in accordance with other ethical requirements applicable to performing audits in South Africa. The IRBA Code is consistent with the International Ethics Standards Board for Accountants Code of Ethics for Professional Accountants (Parts A and B). I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my opinion. 4

INDEPENDENT AUDITOR'S REPORT Emphasis of matter We draw attention to Note 10 of the consolidated annual financial statements, which reflects the fair value of the Investment portfolio held by Barinor Holdings (Pty) Ltd. These assets have been classified by election as Financial assets measured at Fair value through Other comprehensive income. In terms of IFRS 9, where an election was made to classify a Financial asset as being measured at Fair value through Other comprehensive income, then upon realisation/derecognition of such assets, the cumulative profit previously recognised through Other comprehensive income must be transferred within Equity. The board of directors however are of the opinion that disclosure of such realised gains via equity do not adequaltly reflect the realised profits previously recorded as unrealised gains through Other comprehensive income, and have accordingly reclassified the cumulative profit previously recognised through Other comprehensive income, to profit or loss. The treatment of the reclassification of realised profits by the board of directors does not effect the balances as reflected in the Statement of Financial Position at year end, nor does it effect the balance in the Statement of Comprehensive Income reflected as Total comprehensive income for the year (this being inclusive of both the Profit or loss, as well as the Other comrehensive income or loss at year end). The reclassification does however effect the individual balances disclosed as Profit for the year, as well as Other comprehensive loss for the year. Refer Note 19 for the balance reclassified from equity to profit or loss (Profit and loss on disposal of assets). Our opinion is not modified in respect of this matter. Other information The directors are responsible for the other information. The other information comprises the Directors' Report as required by the Companies Act 71 of 2008, which we obtained prior to the date of this report. Other information does not include the consolidated annual financial statements and my auditor's report thereon. My opinion on the consolidated annual financial statements does not cover the other information and I do not express an audit opinion or any form of assurance conclusion thereon. In connection with my audit of the consolidated annual financial statements, my responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated annual financial statements or my knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work I have performed, I conclude that there is a material misstatement of this other information, I am required to report that fact. I have nothing to report in this regard. Responsibilities of the directors for the Consolidated Annual Financial Statements The directors are responsible for the preparation and fair presentation of the consolidated annual financial statements in accordance with International Financial Reporting Standard for Small and Medium-sized Entities and the requirements of the Companies Act 71 of 2008, and for such internal control as the directors determine is necessary to enable the preparation of consolidated annual financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated annual financial statements, the directors are responsible for assessing the group s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or to cease operations, or have no realistic alternative but to do so. 5

DIRECTORS' REPORT The directors have pleasure in submitting their report on the consolidated annual financial statements of Barinor Holdings (Pty) Ltd and the group for the year ended 30 June 2017. 1. Nature of business Barinor Holdings (Pty) Ltd is a holding company incorporated in South Africa with interests in the Investment holding industry. The activities of the group are undertaken through the company and its principal subsidiaries, associates and joint arrangements. The group operates principally in South Africa. The activities of subsidiaries, Joint Ventures and Associates consist of: - Grape Farming; - Hospitality; - Insurance Brokerage (Long term); - Management and Administration services; - Manufacture; - Property Development; - Property Investment and Rental income; - Venture Capital Investment 2. Review of financial results and activities The consolidated consolidated annual financial statements have been prepared in accordance with International Financial Reporting Standard for Small and Medium-sized Entities and the requirements of the Companies Act 71 of 2008. The accounting policies have been applied consistently compared to the prior year. Full details of the financial position, results of operations and cash flows of the group are set out in these consolidated consolidated annual financial statements. 3. Share capital 2017 2016 Authorised Number of shares 1,000,000,000 Ordinary shares of 1 cent each 1 000 000 000 1 000 000 000 Issued R R Number of shares 12,877,641 Ordinary shares of 1 cent each 128 776 128 776 12 877 641 12 877 641 There have been no changes to the authorised or issued share capital during the year under review. 4. Control over unissued shares The unissued ordinary shares are the subject of a general authority granted to the directors in terms of section 38 of the Companies Act 71 of 2008. As this general authority remains valid only until the next AGM, the shareholder will be asked at that meeting to consider an ordinary resolution placing the said unissued ordinary shares, up to a maximum of 100% of the company's issued share capital, under the control of the directors until the next AGM. 5. Dividends The company's dividend policy is to consider an interim and a final dividend in respect of each financial year. At its discretion, the board of directors may consider a special dividend, where appropriate. Depending on the perceived need to retain funds for expansion or operating purposes, the board of directors may pass on the payment of dividends. Final dividend of R1 970 279 was declared and approved by the board of directors on Monday, 20 February 2017 in respect of the year ended 30 June 2017. The local dividends tax rate increased from 15% to 20% effective 22 February 2017. 7

6. Insurance and risk management The group follows a policy of reviewing the risks relating to assets and possible liabilities arising from business transactions with its insurers on an annual basis. Wherever possible assets are automatically included. There is also a continuous asset risk control program, which is carried out in conjunction with the group's insurance brokers. All risks are considered to be adequately covered, except for political risks, in the case of which as much cover as is reasonably available has been arranged. 7. Directors The directors in office at the date of this report are as follows: Directors Designation Changes WP Esterhuyse Non-executive Chairman Resigned Monday, 28 November 2016 GW Boshoff Chief Executive Officer GR Gous Non-executive Director JL Seeliger Non-executive Director PJ Badenhorst Executive Director Appointed Monday, 28 November 2016 GW Deans Executive Director Appointed Monday, 28 November 2016 Mr WP Esterhuyse resigned as a non-executive director effective Monday, 28 November 2016. Mr PJ Badenhorst and Mr GW Deans was appointed on Monday, 28 November 2016. The board of directors expressed their sincere appreciation to the outgoing directors for their contributions during their respective periods of office. 8. Directors' interests in contracts During the financial year, no contracts were entered into which directors or officers of the group had an interest and which significantly affected the business of the group. 9. Property, plant and equipment There was no change in the nature of the property, plant and equipment of the group or in the policy regarding their use. 10. Events after the reporting period The directors are not aware of any material event which occurred after the reporting date and up to the date of this report. 11. Going concern The directors believe that the group has adequate financial resources to continue in operation for the foreseeable future and accordingly the consolidated consolidated annual financial statements have been prepared on a going concern basis. The directors have satisfied themselves that the group is in a sound financial position and that it has access to sufficient borrowing facilities to meet its foreseeable cash requirements. The directors are not aware of any new material changes that may adversely impact the group. The directors are also not aware of any material non-compliance with statutory or regulatory requirements or of any pending changes to legislation which may affect the group. 12. Litigation statement The group becomes involved from time to time in various claims and lawsuits incidental to the ordinary course of business. The group is not currently involved in any such claims or lawsuits, which individually or in the aggregate, are expected to have a material adverse effect on the business or its assets. 8

13. Liquidity and solvency The directors have performed the required liquidity and solvency tests required by the Companies Act 71 of 2008. 14. Secretary The company secretary is BC Lotter. Postal address Business address P.O Box 3556 Tyger Valley 7536 Farm 3 The Vineyards Offie Estate 99 Jip De Jager Road Bellville 7530 15. Auditors C2M Chartered Accountants Incorporated continued in office as auditors for the company and its subsidiaries for 2017. At the AGM, the shareholder will be requested to reappoint C2M Chartered Accountants Incorporated as the independent external auditors of the company and to confirm CG Steenkamp as the designated lead audit partner for the 2018 financial year. 16. Date of authorisation for issue of financial statements The consolidated consolidated annual financial statements have been authorised for issue by the directors on Thursday, 30 November 2017. No authority was given to anyone to amend the financial statements after the date of issue. 9

STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2017 Note(s) R R R R Assets Non-Current Assets Property, plant and equipment 2 48 135 449 46 907 325 - - Investment property 3 155 046 713 148 674 547 - - Biological assets 4 1 775 295 1 833 666 - - Intangible assets 5 58 077 67 321 17 874 19 824 Investments in subsidiaries 6 - - 23 268 688 23 268 688 Investments in jointly controlled entities 7 50 557 774 50 557 774 Investments in associates 8 160 160 - - Loans to group companies 9 - - 153 172 290 148 279 916 Other financial assets 10 42 770 789 50 115 091 20 560 512 28 917 713 Deferred tax 11 2 944 264 198 683 - - 250 730 797 248 354 567 197 019 414 201 043 915 Current Assets Inventories 13 13 608 735 11 064 959 - - Trade and other receivables 12 6 798 203 6 904 738 - - Current tax receivable 102 059-101 824 - Cash and cash equivalents 14 3 173 033 3 417 247 1 230 601 2 824 025 23 682 030 21 386 944 1 332 425 2 824 025 Total Assets 274 412 827 269 741 511 198 351 839 203 867 940 Equity and Liabilities Equity Share capital 15 32 977 435 32 977 435 44 977 436 44 977 436 Reserves 64 558 981 71 329 942 10 817 540 17 588 501 Retained income 148 353 668 142 253 826 129 300 456 130 673 033 Liabilities 245 890 084 246 561 203 185 095 432 193 238 970 Non-Current Liabilities Loans from group companies 9 121 250-3 306 854 3 122 400 Other financial liabilities 12 616 235 92 641 - - Deferred tax 11 - - 3 122 588 5 126 451 12 737 485 92 641 6 429 442 8 248 851 Current Liabilities Trade and other payables 16 4 548 925 6 064 306 953 105 701 143 Other financial liabilities 4 899 059 - - - Current tax payable - 275 775-257 091 Provisions 463 414 389 219 - - Bank overdraft 14 5 873 860 16 358 367 5 873 860 1 421 885 15 785 258 23 087 667 6 826 965 2 380 119 Total Liabilities 28 522 743 23 180 308 13 256 407 10 628 970 Total Equity and Liabilities 274 412 827 269 741 511 198 351 839 203 867 940 10

STATEMENT OF COMPREHENSIVE INCOME Note(s) R R R R Revenue 17 45 505 923 37 943 196 - - Cost of sales 18 (17 328 476) (12 449 001) - - Gross profit 28 177 447 25 494 195 - - Other income 19 11 782 303 5 523 843 1 250 768 16 654 220 Operating expenses (37 223 990) (32 990 291) (1 132 845) (2 043 534) Operating profit (loss) 2 735 760 (1 972 253) 117 923 14 610 686 Investment revenue 2 795 932 3 469 543 929 789 4 803 234 Fair value adjustments 3 841 776 14 521 962 - - Finance costs (2 119 318) (1 815 641) (450 010) (67 491) Profit before taxation 7 254 150 14 203 611 597 702 19 346 429 Taxation 20 693 571 (5 277 256) - (158 735) Profit for the year 7 947 721 8 926 355 597 702 19 187 694 Other comprehensive income: Unrealised gains on Listed Investments (8 725 465) (4 026 433) (8 725 465) (4 026 433) Taxation related to components of other comprehensive income 1 954 504 164 053 1 954 504 164 053 Other comprehensive loss for the year net of taxation 22 (6 770 961) (3 862 380) (6 770 961) (3 862 380) Total comprehensive income (loss) for the year 1 176 760 5 063 975 (6 173 259) 15 325 314 11

STATEMENT OF CHANGES IN EQUITY Share capital Share premium Total share capital Unrealised profit / (loss) on Investments Revaluation reserve Total reserves Retained income Total equity R R R R R R R R Balance at 01 July 2015 121 843 41 800 892 41 922 735 21 450 881 26 870 721 48 321 602 135 175 350 225 419 687 Profit for the year - - - - - - 8 926 355 8 926 355 Other comprehensive income - - - (3 862 380) - (3 862 380) - (3 862 380) Total comprehensive income for the year - - - (3 862 380) - (3 862 380) 8 926 355 5 063 975 Issue of shares 17 143 11 982 857 12 000 000 - - - - 12 000 000 Cancellation os shares (10 210) (8 935 090) (8 945 300) - - - - (8 945 300) Business Combination (17 143) (11 982 857) (12 000 000) - 26 870 720 26 870 720-14 870 720 Dividends - - - - - - (1 847 879) (1 847 879) Total changes (10 210) (8 935 090) (8 945 300) - 26 870 720 26 870 720 (1 847 879) 16 077 541 Balance at 01 July 2016 111 633 32 865 802 32 977 435 17 588 501 53 741 441 71 329 942 142 253 826 246 561 203 Profit for the year - - - - - - 7 947 721 7 947 721 Other comprehensive income - - - (6 770 961) - (6 770 961) - (6 770 961) Total comprehensive income for the year - - - (6 770 961) - (6 770 961) 7 947 721 1 176 760 Dividends - - - - - - (1 847 879) (1 847 879) Total changes - - - - - - (1 847 879) (1 847 879) Balance at 30 June 2017 111 633 32 865 802 32 977 435 10 817 540 53 741 441 64 558 981 148 353 668 245 890 084 Note(s) 15 15 15&22 22 22 22 12

STATEMENT OF CHANGES IN EQUITY Share capital Share premium Total share capital Unrealised profit / (loss) on Investments Revaluation reserve Total reserves Retained income Total equity R R R R R R R R Balance at 01 July 2015 121 843 41 800 892 41 922 735 21 450 881-21 450 881 113 455 618 176 829 234 Profit for the year - - - - - - 19 187 694 19 187 694 Other comprehensive income - - - (3 862 380) - (3 862 380) - (3 862 380) Total comprehensive income for the year - - - (3 862 380) - (3 862 380) 19 187 694 15 325 314 Issue of shares 17 143 11 982 857 12 000 000 - - - - 12 000 000 Cancellation of shares (10 210) (8 935 089) (8 945 299) - - - - (8 945 299) Dividends - - - - - - (1 970 279) (1 970 279) Total changes 6 933 3 047 768 3 054 701 - - - (1 970 279) 1 084 422 Balance at 01 July 2016 128 776 44 848 660 44 977 436 17 588 501-17 588 501 130 673 033 193 238 970 Profit for the year - - - - - - 597 702 597 702 Other comprehensive income - - - (6 770 961) - (6 770 961) - (6 770 961) Total comprehensive income for the year - - - (6 770 961) - (6 770 961) 597 702 (6 173 259) Dividends - - - - - - (1 970 279) (1 970 279) Total changes - - - - - - (1 970 279) (1 970 279) Balance at 30 June 2017 128 776 44 848 660 44 977 436 10 817 540-10 817 540 129 300 456 185 095 432 Note 15 15 15 22 22 22 13

STATEMENT OF CASH FLOWS Note(s) R R R R Cash flows from operating activities Cash used in operations 23 (7 996 884) (25 753 584) (169 604) (1 591 502) Interest income 167 956 336 652 139 613 313 431 Dividends received 2 627 976 3 132 891 790 176 4 489 803 Finance costs (2 119 318) (1 815 641) (450 010) (67 491) Tax (paid) received 24 (425 981) (4 684) (358 915) 3 903 Net cash from operating activities (7 746 251) (24 104 366) (48 740) 3 148 144 Cash flows from investing activities Purchase of property, plant and equipment 2 (2 559 604) (48 096 402) - - Purchase of investment property 3 (3 495 009) (81 374 052) - - Purchase of other intangible assets 5 - (54 791) - - Acquisition of businesses (incl subs, JVs & Assocs) - 289 846 - - Loans advanced to group companies - - (12 388 069) (15 894 386) Sale of financial assets 17 239 836 8 297 565 8 361 689 8 065 062 Purchase of biological assets 4 (124 367) (1 959 555) - - Net cash from investing activities 11 060 856 (122 897 389) (4 026 380) (7 829 324) Cash flows from financing activities Proceeds from other financial liabilities 17 422 653 92 641 - - Net proceeds from shareholders loan (8 649 086) 127 754 329 - - Dividends paid 25 (1 847 879) (1 847 879) (1 970 279) (1 970 279) Net cash from financing activities 6 925 688 125 999 091 (1 970 279) (1 970 279) Total cash movement for the year 10 240 293 (21 002 664) (6 045 399) (6 651 459) Cash at the beginning of the year (12 941 120) 8 061 544 1 402 140 8 053 599 Total cash at end of the year 14 (2 700 827) (12 941 120) (4 643 259) 1 402 140 14

ACCOUNTING POLICIES 1. Presentation of consolidated annual financial statements The consolidated annual financial statements have been prepared in accordance with the International Financial Reporting Standard for Small and Medium-sized Entities, and the Companies Act 71 of 2008. The consolidated annual financial statements have been prepared on the historical cost basis, except for biological assets at fair value less point of sale costs, and incorporate the principal accounting policies set out below. They are presented in South African Rands. These accounting policies are consistent with the previous period. 1.1 Consolidation Basis of consolidation The consolidated consolidated annual financial statements incorporate the consolidated annual financial statements of the company and all of its subsidiaries. Control exists when the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The results of subsidiaries are included in the consolidated consolidated annual financial statements from the effective date of acquisition to the effective date of disposal. All intragroup transactions, balances, income and expenses are eliminated. Investments in subsidiaries are carried at cost less any accumulated impairment losses, in the company's separate consolidated annual financial statements. 1.2 Investments in joint ventures Jointly controlled entities Investments in jointly controlled entities are accounted for using the equity method. Investments in jointly controlled entities are accounted for at cost less any accumulated impairment in the company's separate consolidated annual financial statements. Jointly controlled operations In respect of its interests in jointly controlled operations, the company recognises in its consolidated annual financial statements: the assets that it controls and the liabilities that it incurs; and the expenses that it incurs and its share of the income that it earns from the sale of goods or services by the joint venture. 1.3 Investments in associates Investments in associates are accounted for using the equity method. Investments in associates are accounted for at cost less any accumulated impairment in the company's separate consolidated annual financial statements. 1.4 Significant judgements and sources of estimation uncertainty Critical judgements in applying accounting policies Management did not make critical judgements in the application of accounting policies, apart from those involving estimations, which would significantly affect the consolidated annual financial statements. Key sources of estimation uncertainty The financial statements do not include assets or liabilities whose carrying amounts were determined based on estimations for which there is a significant risk of material adjustments in the following financial year as a result of the key estimation assumptions. 15

ACCOUNTING POLICIES 1.5 Biological assets and agricultural produce Biological assets for which fair value is determinable without undue cost or effort are measured at fair value less costs to sell, with changes in fair value recognised in profit or loss. All other biological assets are measured at cost less accumulated depreciation and accumulated impairment losses. Accordingly, vine plantations are measured using the fair value model. Depreciation is provided on biological assets where fair value cannot be determined, to write down the cost, by equal instalments over their useful lives as follows: Item Vineyards Useful life 20 Years Agricultural produce is measured at fair value less costs to sell at the point of harvest. Such measurement is regarded as the cost on the date of applying section 13 Inventories. Gains or losses on initial measurement are recognised in profit or loss in the period in which they occur. 1.6 Investment property Investment property is land and buildings held to earn rentals or for capital appreciation or both, rather than for use in the production or supply of goods or services or for administrative purposes; or for sale in the ordinary course of business. Investment property is initially recognised at cost and subsequently at fair value with changes in fair value recognised in profit or loss. If the fair value of investment property cannot be measured reliably without undue cost or effort, then it is included in property, plant and equipment. The cost of investment property comprises its purchase price and any directly attributable costs incurred to bring the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. 1.7 Property, plant and equipment Property, plant and equipment is carried at cost less accumulated depreciation and accumulated impairment losses. Cost include costs incurred initially to acquire or construct an item of property, plant and equipment and costs incurred subsequently to add to, replace part of, or service it. If a replacement cost is recognised in the carrying amount of an item of property, plant and equipment, the carrying amount of the replaced part is derecognised. Depreciation is provided using the straight-line method to write down the cost, less estimated residual value over the useful life of the property, plant and equipment as follows: Item Depreciation method Average useful life Land and Buildings Straight line Indefinite Plant and machinery Straight line 5 Years Furniture and fixtures Straight line 3-10 Years Motor vehicles Straight line 5 Years Office equipment Straight line 5 Years IT equipment Straight line 2-3 Years Cellar equipment and furniture Straight line 0-20 Years Wine Barrels Straight line 3 Years If the major components of an item of property, plant and equipment have significantly different patterns of consumption of economic benefits, the cost of the asset is allocated to its major components and each such component is depreciated separately over its useful life. The residual value, depreciation method and useful life of each asset are reviewed only where there is an indication that there has been a significant change from the previous estimate. 16

ACCOUNTING POLICIES 1.8 Intangible assets Intangible assets are initially recognised at cost and subsequently at cost less accumulated amortisation and accumulated impairment losses. Research and development costs are recognised as an expense in the period incurred. Amortisation is provided to write down the intangible assets, on a straight-line basis, as follows: Item Patents, trademarks and other rights Useful life 20 Years If the group is unable to make a reliable estimate of the useful life of an intangible asset, the life is presumed to be 10 years. The residual value, amortisation period and amortisation method for intangible assets are reassessed when there is an indication that there is a change from the previous estimate. 1.9 Financial instruments Initial measurement Financial instruments are initially measured at the transaction price (including transaction costs except in the initial measurement of financial assets and liabilities that are measured at fair value through profit or loss) unless the arrangement constitutes, in effect, a financing transaction in which case it is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Financial instruments at amortised cost These include loans, trade receivables and trade payables. Those debt instruments which meet the criteria in section 11.8(b) of the standard, are subsequently measured at amortised cost using the effective interest method. Debt instruments which are classified as current assets or current liabilities are measured at the undiscounted amount of the cash expected to be received or paid, unless the arrangement effectively constitutes a financing transaction. At each reporting date, the carrying amounts of assets held in this category are reviewed to determine whether there is any objective evidence of impairment. If there is objective evidence, the recoverable amount is estimated and compared with the carrying amount. If the estimated recoverable amount is lower, the carrying amount is reduced to its estimated recoverable amount, and an impairment loss is recognised immediately in profit or loss. Financial instruments at cost Equity instruments that are not publicly traded and whose fair value cannot otherwise be measured reliably are measured at cost less impairment. Financial instruments at fair value All other financial instruments, including equity instruments that are publicly traded or whose fair value can otherwise be measured reliably, are measured at fair value through profit and loss, except where an election has been made to measure the fair value through other comprehensive income. 17

ACCOUNTING POLICIES 1.10 Tax Current tax assets and liabilities Current tax for current and prior periods is, to the extent unpaid, recognised as a liability. If the amount already paid in respect of current and prior periods exceeds the amount due for those periods, the excess is recognised as an asset. Deferred tax assets and liabilities A deferred tax liability is recognised for all taxable temporary differences. A deferred tax asset is recognised for all deductible temporary differences and for the carry forward of unused tax losses and unused tax credits. Deferred tax assets and liabilities are measured at an amount that includes the effect of the possible outcomes of a review by the tax authorities using tax rates that, on the basis of enacted or substantively enacted tax law at the end of the reporting period, are expected to apply when the deferred tax asset is realised or the deferred tax liability is settled. Deferred tax asset balances are reviewed at every reporting date. When necessary, a valuation allowance is recognised against the deferred tax assets so that the net amount equals the highest amount that is more likely than not to be realised on the basis of current or future taxable profit. Tax expenses Tax expense is recognised in the same component of total comprehensive income or equity as the transaction or other event that resulted in the tax expense. 1.11 Leases A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership to the lessee. All other leases are operating leases. Finance leases - lessor Finance lease receivables are measured at an amount equal to the net investment in the lease. Finance income is recognised using the effective interest method. Finance leases lessee Finance leases are recognised as assets and liabilities at amounts equal to the fair value of the leased property or, if lower, the present value of the minimum lease payments. The lease payments are apportioned between the finance charge and the reduction of the outstanding liability using the effective interest method. Operating leases - lessor Operating lease income is recognised as an income on a straight-line basis over the lease term unless: another systematic basis is representative of the time pattern of the benefit from the leased asset, even if the receipt of payments is not on that basis, or the payments are structured to increase in line with expected general inflation (based on published indexes or statistics) to compensate for the lessor s expected inflationary cost increases. 18

ACCOUNTING POLICIES 1.11 Leases (continued) Operating leases lessee Operating lease payments are recognised as an expense on a straight-line basis over the lease term unless: another systematic basis is representative of the time pattern of the benefit from the leased asset, even if the payments are not on that basis, or the payments are structured to increase in line with expected general inflation (based on published indexes or statistics) to compensate for the lessor s expected inflationary cost increases. Any contingent rents are expensed in the period they are incurred. 1.12 Inventories Inventories are measured at the lower of cost and estimated selling price less costs to complete and sell, on the first-in, first-out (FIFO) basis. 1.13 Impairment of assets The group assesses at each reporting date whether there is any indication that property, plant and equipment or intangible assets or goodwill may be impaired. If there is any such indication, the recoverable amount of any affected asset (or group of related assets) is estimated and compared with its carrying amount. If the estimated recoverable amount is lower, the carrying amount is reduced to its estimated recoverable amount, and an impairment loss is recognised immediately in profit or loss. If an impairment loss subsequently reverses, the carrying amount of the asset (or group of related assets) is increased to the revised estimate of its recoverable amount, but not in excess of the amount that would have been determined had no impairment loss been recognised for the asset (or group of assets) in prior years. A reversal of impairment is recognised immediately in profit or loss. 1.14 Share capital and equity If the group reacquires its own equity instruments, those instruments are deducted from equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the group s own equity instruments. Consideration paid or received shall be recognised directly in equity. 1.15 Employee benefits Short-term employee benefits The cost of short-term employee benefits, (those payable within 12 months after the service is rendered, such as leave pay and sick leave, bonuses, and non-monetary benefits such as medical care), are recognised in the period in which the service is rendered and are not discounted. 1.16 Provisions and contingencies Provisions are recognised when the group has an obligation at the reporting date as a result of a past event; it is probable that the group will be required to transfer economic benefits in settlement; and the amount of the obligation can be estimated reliably. Provisions are measured at the present value of the amount expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to the passage of time is recognised as interest expense. Provisions are not recognised for future operating losses. 19

ACCOUNTING POLICIES 1.17 Revenue Revenue is recognised to the extent that the group has transferred the significant risks and rewards of ownership of goods to the buyer, or has rendered services under an agreement provided the amount of revenue can be measured reliably and it is probable that economic benefits associated with the transaction will flow to the group. Revenue is measured at the fair value of the consideration received or receivable, excluding sales taxes and discounts. Service revenue is recognised by reference to the stage of completion of the transaction at the end of the reporting period. The Stage of completion is determined by surveys of work performed. When the outcome of a transaction involving the rendering of services cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable. Interest is recognised, in profit or loss, using the effective interest rate method. Dividends are recognised, in profit or loss, when the company s right to receive payment has been established. Service fees included in the price of the product are recognised as revenue over the period during which the service is performed. 1.18 Borrowing costs All borrowing costs are recognised as an expense in the period in which they are incurred. 20

NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS R R R R 2. Property, plant and equipment 2017 2016 Cost Accumulated depreciation Carrying value Cost Accumulated depreciation Carrying value Land 36 538 311-36 538 311 36 538 311-36 538 311 Plant and machinery 229 460 (229 460) - 229 460 (229 460) - Furniture and fixtures 4 237 332 (2 552 265) 1 685 067 4 135 053 (2 390 762) 1 744 291 Motor vehicles 1 970 751 (1 581 753) 388 998 1 506 758 (1 457 372) 49 386 Cellar equipment and furniture 10 650 787 (4 944 241) 5 706 546 9 256 640 (4 405 446) 4 851 194 IT equipment 461 662 (397 411) 64 251 392 772 (390 154) 2 618 Wine barrels 2 319 781 (1 406 893) 912 888 3 667 161 (2 845 371) 821 790 Capitalised development costs 4 226 226 (1 395 331) 2 830 895 4 226 226 (1 326 491) 2 899 735 Other property, plant and equipment 23 293 (14 800) 8 493 12 999 (12 999) - Total 60 657 603 (12 522 154) 48 135 449 59 965 380 (13 058 055) 46 907 325 Reconciliation of property, plant and equipment - - 2017 Opening balance Additions Depreciation Total Land 36 538 311 - - 36 538 311 Furniture and fixtures 1 744 291 102 280 (161 504) 1 685 067 Motor vehicles 49 386 463 993 (124 381) 388 998 Cellar equipment and furniture 4 851 194 1 394 146 (538 794) 5 706 546 IT equipment 2 618 77 617 (15 984) 64 251 Wine barrels 821 790 511 274 (420 176) 912 888 Capitalised development costs 2 899 735 - (68 840) 2 830 895 Other property, plant and equipment - 10 294 (1 801) 8 493 46 907 325 2 559 604 (1 331 480) 48 135 449 Reconciliation of property, plant and equipment - - 2016 Opening balance Additions Additions through business combinations Depreciation Total Land - - 36 538 311-36 538 311 Furniture and fixtures - 63 833 1 828 025 (147 567) 1 744 291 Motor vehicles - 55 000 91 864 (97 478) 49 386 Cellar equipment and furniture - 107 128 5 248 459 (504 393) 4 851 194 IT equipment - - 4 794 (2 176) 2 618 Wine barrels - 478 272 712 140 (368 622) 821 790 Capitalised development costs - - 2 968 576 (68 841) 2 899 735-704 233 47 392 169 (1 189 077) 46 907 325 21

NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS R R R R 2. Property, plant and equipment (continued) Details of properties Property 1 Doordekraal Erf 39170 (DDK FARM 22.2243 HA) - Value at at 30 June 2017 36 538 311 36 538 311 - - Registers with details of property, plant and equipment are available for inspection by shareholders or their duly authorised representatives at the registered office of the company and its respective subsidiaries. 3. Investment property Reconciliation of investment property - - 2017 Opening balance Additions Fair value Total adjustments Investment property 148 674 547 3 495 009 2 877 157 155 046 713 Reconciliation of investment property - - 2016 Opening balance Additions Additions resulting from capitalised subsequent expenditure Fair value adjustments Investment property 51 122 843 1 113 392 80 260 660 16 177 652 148 674 547 Total Details of property Property 1 Erf 39696, Bellville, also known as Farm 3, The Vineyards Office Estate - Purchase price: 2006 24 004 605 24 004 605 - - - Additions since purchase or valuation 26 300 26 300 - - - Re-classification (160 000) (160 000) - - - Fair value adjustments 27 251 938 27 251 938 - - - Fair value adjustment 2017 2 877 157 - - - 54 000 000 51 122 843 - - 22

NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS R R R R 3. Investment property (continued) Property 2 Springfield property - Farmland 63 264 558 63 264 558 - - - Main House 2 888 412 2 888 412 - - - Manager's House 213 000 213 000 - - - Barn 173 407 173 407 - - - Administration building 1 297 206 297 206 - - - Administration building 2 278 574 278 574 - - - Entrance gate 348 201 348 201 - - - Guest cottages 3 304 172 3 304 172 - - - Tourist centre 4 223 546 4 223 546 - - - Cellar 11 073 668 10 861 414 - - - Tasting room 593 956 514 183 - - 86 658 700 86 366 673 - - Property 3 Doordekraal property - Residential Erf 40976-40998 5 045 929 4 277 177 - - - Block A Erf 40970 1 975 598 1 460 824 - - - Block B Erf 40998 1 810 538 1 338 774 - - - Block D Erf 40969 1 244 964 920 569 - - - Block E Erf 40968 1 303 220 963 645 - - - Block F Erf 40999 634 888 469 458 - - - Remainder Erf 40772 2 372 876 1 754 584 - - 14 388 013 11 185 031 - - A register containing the information required by Regulation 25(3) of the Companies Regulations, 2011 is available for inspection at the registered office of the company. 23

NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS R R R R 4. Biological assets 2017 2016 Cost Accumulated depreciation Carrying value Cost Accumulated depreciation Carrying value Vineyards 3 787 929 (2 012 634) 1 775 295 1 833 666-1 833 666 Reconciliation of biological assets - - 2017 Opening balance Additions Depreciation Total Vineyards 1 833 666 124 367 (182 738) 1 775 295 Reconciliation of biological assets - - 2016 Opening balance Additions Additions Depreciation Total through business combinations Vineyards - 1 173 733 785 822 (125 889) 1 833 666 24

NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS R R R R 5. Intangible assets 2017 2016 Cost Accumulated amortisation Carrying value Cost Accumulated amortisation Carrying value Trademarks 184 877 (126 800) 58 077 184 877 (117 556) 67 321 2017 2016 Cost Accumulated amortisation Carrying value Cost Accumulated amortisation Carrying value Trademarks 38 997 (21 123) 17 874 38 997 (19 173) 19 824 Reconciliation of intangible assets - - 2017 Opening balance Amortisation Total Trademarks 67 321 (9 244) 58 077 Reconciliation of intangible assets - - 2016 Opening balance Additions Amortisation Total through business combinations Trademarks 21 774 54 791 (9 244) 67 321 Reconciliation of intangible assets - - 2017 Opening balance Amortisation Total Trademarks 19 824 (1 950) 17 874 Reconciliation of intangible assets - - 2016 Opening balance Amortisation Total Trademarks 21 774 (1 950) 19 824 6. Investments in subsidiaries Name of subsidiary % holding % holding Carrying amount Carrying amount 2017 2016 2017 2016 Arid Ventures (Pty) Ltd 100,00 % 100,00 % 100 100 Barinor Brokers (Pty) Ltd 100,00 % 100,00 % 100 100 Barinor Investments (Pty) Ltd 100,00 % 100,00 % 7 009 201 7 009 201 Barinor Properties (Pty) Ltd 100,00 % 100,00 % 100 100 D'Aria Vineyards (Pty) Ltd 100,00 % 100,00 % 16 259 187 16 259 187 23 268 488 23 268 488 23 268 688 23 268 688 25

NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS R R R R 7. Investments in jointly controlled entities Name of company Carrying amount Carrying amount 2017 2016 Barinor / Bridgeport Joint Venture - 557 724 The Vineyards Office Estate (Pty) Ltd 50 50 50 557 774 Fair values of equity accounted investments in joint ventures are only presented when there are published price quotations. All the entities are incorporated in South Africa and share the year end of the group. The carrying amount of joint ventures are shown gross of impairment losses. 8. Investments in associates Name of company Carrying amount Carrying amount 2017 2016 Bridgeport No. 88 (Pty) Ltd 160 160 9. Loans to (from) group companies Subsidiaries Arid Ventures (Pty) Ltd - - 14 330 - Barinor Properties (Pty) Ltd - - 32 337 607 30 160 741 Barinor Investments (Pty) Ltd - - (242 028) (122 400) Barinor Brokers (Pty) Ltd - - (64 826) 199 229 D'Aria Vineyards (Pty) Ltd - - 120 885 179 117 985 540 - - 120 885 179 117 985 540 Impairment of loans to subsidiaries - - (64 826) (65 594) - - 152 865 436 148 157 516 Joint ventures The Vineyards Office Estate (Pty) Ltd 662 236 109 000 662 236 109 000 662 236 109 000 662 236 109 000 Impairment of loans to joint ventures (662 236) (109 000) (662 236) (109 000) - - - - Associates Bridgeport No. 88 (Pty) Ltd (121 250) - (3 000 000) (3 000 000) Non-current assets - - 153 172 290 148 279 916 Non-current liabilities (121 250) - (3 306 854) (3 122 400) (121 250) - 149 865 436 145 157 516 26

NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS R R R R 10. Other financial assets At fair value Portfolio of listed shares 41 367 176 50 009 758 19 310 512 28 917 713 At amortised cost Barinor New Business Ventures 2 1 500 000 1 500 000 1 500 000 1 500 000 Metson Foliar Feeds (Pty) Ltd 1 500 000 1 500 000 1 500 000 1 500 000 Durbanville Inner Valley Development 105 333 105 333 - - Bitflow Investments 89 (Pty) Ltd 48 280 - - - 3 153 613 3 105 333 3 000 000 3 000 000 Impairment (1 750 000) (3 000 000) (1 750 000) (3 000 000) 1 403 613 105 333 1 250 000 - Total other financial assets 42 770 789 50 115 091 20 560 512 28 917 713 These unsecured loans do not bear interest and are not repayable within the next twelve months. The terms and conditions are reviewed on an annual basis. Non-current assets At fair value 41 367 176 50 009 758 19 310 512 28 917 713 At amortised cost 1 403 613 105 333 1 250 000-42 770 789 50 115 091 20 560 512 28 917 713 27

NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS R R R R 11. Deferred tax The deferred tax assets and the deferred tax liability relate to income tax in the same jurisdiction, and the law allows net settlement. Therefore, they have been offset in the statement of financial position as follows: Deferred tax liability 2 884 771 (24 453 261) (3 122 588) (5 126 451) Deferred tax asset 59 493 24 651 944 - - Total net deferred tax asset (liability) 2 944 264 198 683 (3 122 588) (5 126 451) Reconciliation of deferred tax asset \ (liability) At beginning of year 198 683 (7 371 611) (5 126 451) (4 962 399) Adjustment due to rate change - (1 132 864) - - Increases (decrease) in tax loss available for set off against 2 000 010 22 457 176 - - future taxable income - gross of valuation allowance Taxable / (deductible) temporary difference on other - 9 203 - - transactions Taxable / (deductible) temporary difference on Property, 22 678 (10 656 683) - - Plant and Equipment Taxable / (deductible) temporary difference on health care - (81 066) - - benefits Taxable / (deductible) temporary difference movement (1 080 128) (3 311 030) - - investment property at fair value Deferred tax on unrealised profits (216 075) 206 831 - (164 052) Originating temporary difference on provisions 20 774 83 919 - - Taxable / (deductible) difference on Income received in (5 541) (5 192) - - advance Deferred tax realised on sale of Investments 2 003 863-2 003 863-2 944 264 198 683 (3 122 588) (5 126 451) 12. Trade and other receivables Trade receivables 5 506 551 6 361 777 - - Prepayments 438 13 438 - - Deposits 235 544 208 233 - - VAT 988 382 321 290 - - Sundries 6 098 - - - Staff loans 6 300 - - - Rivers Edge receivable 54 890 - - - 6 798 203 6 904 738 - - 13. Inventories Merchandise 11 827 12 539 - - Wine merchandise 13 596 908 11 052 420 - - 13 608 735 11 064 959 - - 28

NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS R R R R 14. Cash and cash equivalents Cash and cash equivalents consist of: Cash on hand 18 980 18 334 - - Bank balances 2 941 278 2 217 614 1 017 826 1 642 726 Short-term deposits 212 775 1 181 299 212 775 1 181 299 Bank overdraft (5 873 860) (16 358 367) (5 873 860) (1 421 885) (2 700 827) (12 941 120) (4 643 259) 1 402 140 Current assets 3 173 033 3 417 247 1 230 601 2 824 025 Current liabilities (5 873 860) (16 358 367) (5 873 860) (1 421 885) (2 700 827) (12 941 120) (4 643 259) 1 402 140 The company has an unsecured bank overdraft facility of R7,000,000 The banking facilities of other group companies are secured as follows: - Barinor Properties (Pty) Ltd: An overdraft facility of R800,000 secured by a limited deed of suretyship of R1,000,000 by Barinor Holdings (Pty) Ltd - Barinor Brokers (Pty) Ltd: An overdraft facility of R100,000 secured by a limited deed of suretyship of R100,000 by Barinor Holdings (Pty) Ltd - D'Aria Vineyards (Pty) Ltd: An overdraft facility of R15,400,000 had been converted to a term loan. A limited deed of suretyship of R15,400,000 provided by Barinor Holdings (Pty) Ltd. 15. Share capital Authorised 1 000 000 000 Ordinary shares of 1 cent each 10 000 000 10 000 000 10 000 000 10 000 000 987 122 359 unissued ordinary shares are under the control of the directors in terms of a resolution of members passed at the last annual general meeting. This authority remains in force until the next annual general meeting. Issued 12 877 641 Ordinary shares of 1 cent each 111 633 111 633 128 776 128 776 Share premium 32 865 802 32 865 802 44 848 660 44 848 660 32 977 435 32 977 435 44 977 436 44 977 436 Shares issued in lieu of Investments have been eliminated on consolidation. 29

NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS R R R R 16. Trade and other payables Trade payables 2 570 021 3 932 935 - Amounts received in advance 232 957 238 056 - - VAT 223 122 183 841 - - Other payables 947 645 808 526 948 134 651 255 Accrued expenses 162 789 399 556 4 972 49 888 Deposits received 412 391 501 392 - - 4 548 925 6 064 306 953 105 701 143 17. Revenue Sale of goods 13 964 810 9 754 759 - - Rendering of services 6 693 834 5 783 672 - - Rental income on investment property 6 254 982 6 118 907 - - Sale of goods (Winery) 18 592 297 16 285 858 - - 45 505 923 37 943 196 - - 18. Cost of sales Sale of goods Cost of goods sold 17 328 476 12 449 001 - - 19. Other income Administration and management fees received 40 508 430 901 - - Fees earned 18 174 - - - Government grants - 12 676 - - Impairment reversals 1 250 000 1 500 000 1 250 768 15 216 426 Other income 400 416 345 982 - - Profit on sale of assets and liabilities 8 930 915 2 157 716-1 437 794 Recoveries 1 142 290 1 076 568 - - 11 782 303 5 523 843 1 250 768 16 654 220 30