PROPOSED MERGER BETWEEN EQUITES AND INTAPROP PROPRIETARY LIMITED AND RENEWAL OF CAUTIONARY ANNOUNCEMENT

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1 EQUITES PROPERTY FUND LIMITED (formerly VB Transport (Proprietary) Limited) (Incorporated in the Republic of South Africa) (Registration number 2013/080877/06) JSE share code: EQU ISIN: ZAE (Approved as a REIT by the JSE) ( Equites or the company ) PROPOSED MERGER BETWEEN EQUITES AND INTAPROP PROPRIETARY LIMITED AND RENEWAL OF CAUTIONARY ANNOUNCEMENT 1. INTRODUCTION Shareholders are referred to the cautionary announcements released on SENS on Wednesday, 11 March 2015 and Friday, 24 April 2015 and are advised that Equites has entered into an agreement ( the merger agreement ) in terms of which it will acquire all of the shares and claims in Intaprop in consideration for ordinary shares of no par value in the capital of Equites ( consideration shares ) ( the merger ). The parties to the merger agreement are Equites, Intaprop Proprietary Limited ( Intaprop ) and the shareholders of Intaprop who are Henlizer Investment Trust, Norman Donald Campbell Whale, Timothy Alexander Middleton, Pendennis Investment Trust, Kingsley Alexander Trust, Archangel Trust, Richentan Familie Trust and Taking Time Trust ( sellers ). The consideration shares will be allotted and issued to the sellers, in their applicable proportions. 2. OVERVIEW OF INTAPROP AND RATIONALE 2.1. Intaprop is a private property development and investment enterprise, which was founded in It has a successful track record of developing large scale corporate real estate and has a significant skills base The existing property portfolio of Equites comprises predominantly industrial properties which are situated in Cape Town. The merger with Intaprop is consistent with the company s growth strategy of diversifying geographically by focusing on the three major metropolitan areas, being the greater Cape Town, and the greater Durban. The Intaprop property portfolio is located in and Cape Town and consists primarily of industrial properties and undeveloped industrial land The combination of these two portfolios is expected to unlock significant shareholder value through the complementary nature of the property assets, the tenant mix and the geographical spread. The merged entity would further benefit from enhanced growth opportunities, increased diversification by rental income, economies of scale and the reduction in the impact of property specific risks on the performance of the enlarged property portfolio. 3. MECHANICS OF THE MERGER 3.1. Effective date The effective date of the merger is Wednesday, 1 July Purchase consideration The purchase consideration ( purchase consideration ) payable for the shares and claims is the sum of an amount of R , being the agreed value of the properties or portions of properties on which property developments have been completed ( Intaprop developed properties ); plus an amount of R , being the agreed value of the undeveloped properties; minus the amount of any loan or other financial indebtedness (other than in respect of any fixed interest rate agreement, interest rate swap, interest rate hedge or other derivative instrument to which any subsidiary company within the Intaprop group (the group ) may be a party ( hedges )) of any company in the group to any bank, financial institution or other debt provider ( debt funding ) as at 30 June 2015; plus (if the amount is positive) or minus (if the amount is negative) the marked-tomarket value of all hedges as at 30 June 2015; {E97/ DOCX/ANNOUNCE10/SB}

2 plus (if the amount is positive) or minus (if the amount is negative) the net working capital of the group, excluding any amount which has been taken into account as part of the amount of debt funding or the marked-to-market value of hedges ( net working capital ) as at 30 June 2015; and minus the amount of any liabilities of the group which are not included in the debt funding and the marked-to-market value of any hedges and which are not taken into account in calculating the net working capital, as at 30 June The purchase consideration is currently estimated to be approximately R Payment of the purchase consideration The calculation of the purchase consideration, payable on the later of the effective date or the 5 th business day after fulfilment or waiver of all of the conditions referred to in paragraph 4 below ( closing date ), will be based on the projected management accounts of Intaprop as at 30 June 2015 ( estimated purchase consideration ) All risk in and all benefit attaching to the shares and claims will, against payment of the estimated purchase consideration, pass to Equites on the closing date but with commercial effect from the effective date Effective date accounts as at 30 June 2015 will be prepared and the purchase consideration will be adjusted if the estimated purchase consideration differs from that as per the effective date accounts On the closing date, Equites will issue such number of consideration shares at an issue price of R12.00 per share which have an aggregate value equal to 90% of the estimated purchase consideration with the balance to be issued at an issue price of R12.00 per share following finalisation of the effective date accounts, subject to any adjustment thereof and provided further that if there is a downward adjustment greater than the outstanding portion of the purchase consideration, the difference will be refunded to Equites, firstly from the proceeds of certain consideration shares pledged back by the sellers to Equites as security for certain of their obligations under the merger agreement, and the balance, if any in cash On the closing date the sellers will pay Intaprop any amounts of any nature which may then be owing by the sellers to Intaprop Equites clean-out distribution Equites will, in addition to the regular dividend distribution of its net income for the 6 month distribution period ended 28 February 2015, declare an interim dividend distribution in an amount equal to all of its net income for the period commencing on 1 March 2015 and ending on the day before the effective date ( Equites clean-out distribution ) Accordingly, the consideration shares issued in settlement of the purchase consideration will not rank for participation in the Equites clean-out distribution Intaprop pre-closing distributions Intaprop will be entitled, but not obliged to declare as a distribution to the sellers, any accumulated revenue profits of Intaprop for the period ending on the day prior to the effective date ( permitted income distribution ) if payment thereof can be funded from actual cash on hand, in the ordinary and regular course of business, and without increasing the amount of the debt Intaprop must, prior to the closing date, declare as a distribution an amount equal to the net amount actually recovered by Intaprop in respect of the disputed claims of Intaprop against third parties ( ring-fenced claims proceeds distribution ) The permitted income distribution (if declared) must have been paid in full prior to the closing date, failing which the sellers will have no further claim thereto. Intaprop will make payments of the ring-fenced claims proceeds distribution as and when the amounts are actually received by Intaprop The shares and claims will be sold ex any rights to the permitted income distribution and the ringfenced claims proceeds distribution The merger agreement contains price adjustment mechanisms typical and appropriate for a transaction of this nature, which will be fully disclosed in the circular referred to in paragraph 5 below.

3 3.7. Development agreement In addition to the merger, Intaprop Investments Proprietary Limited ( developer ), will enter into agreements with Equites ( development agreements ) pursuant to which the developer will for consideration provide certain development services in respect of the bulk and undeveloped land forming part of the immovable properties ( undeveloped properties ) owned by the group Following the merger, the seller may elect a suitably qualified and experienced nominee to the board of directors of Equites for as long as the consideration shares represent not less than 10% of the issued share capital of Equites or for a period of 24 months after the closing date, whichever is the longer period. Such nominee will also be able to appoint an alternate director Warranties commonly provided for transactions of this nature have been provided by the sellers to Equites. 4. CONDITIONS PRECEDENT The merger agreement is subject to the following outstanding conditions precedent as at the date and time of this announcement 4.1. conclusion of the development agreements by not later than Friday, 12 June 2015; 4.2. any third parties who have leases, rights of occupation, options, rights of first refusal or similar rights in respect of any of the immovable properties owned by the group, ( properties ) providing such written consents or waivers as may be required in connection with the implementation of all the transactions contemplated in the merger agreement by not later than Friday, 26 June 2015; 4.3. any third parties who have leases, rights of occupation, rights of termination in event of a change in control, options, rights of first refusal, or similar rights in respect of any of the properties, identified by Equites and notified to the sellers, providing such written consents or waivers as may be required in connection with the implementation of all the transactions contemplated in the merger agreement by not later than Friday, 3 July 2015; the counterparties to any debt funding agreements ( debt funding counterparties ) or hedges ( hedge counterparties ) to which any of the companies in the group may be a party providing such written consents or approval as may be required under the relevant debt funding agreements or hedges, in order for the transactions in the merger agreement to be effected without triggering any event of default or other potential adverse consequence under the relevant debt funding agreements or hedges by not later than Friday, 3 July 2015;approval by Equites board of directors by not later than Friday, 31 July 2015; 4.4. delivery by Equites of written notice to the sellers that it is satisfied with the results of the due diligence investigation and that it wishes to proceed with the merger by not later than Friday, 31 July 2015; 4.5. the shareholders of Equites providing all such necessary authorisations, and approvals and/or waivers as may be required by them to give effect to the merger and all other transactions contemplated in the merger agreement by not later than Friday, 28 August 2015; 4.6. Equites has obtained all such approvals and/or dispensations as may be required of any regulatory authority as may be required to give effect to the merger and all other transactions contemplated in the merger agreement by not later than Friday, 28 August 2015; and 4.7. obtaining approval by the Competition Authorities for the merger by not later than Wednesday, 30 September PROPERTY SPECIFIC INFORMATION 5.1. Details of the properties in the Intaprop portfolio, including property name and address, geographical location, sector, rentable area, weighted average rental per square meter and the valuations attributed to the properties, are set out below Equites is acquiring all of the shares and claims in Intaprop and has not attributed individual valuations to each of the properties in the Intaprop portfolio. The values of the properties as set out above are based on negotiated valuations between the Equites and the sellers as at 28 May 2015.

4 Property name, address and geographic location 8 Melville Road 8 Melville Road, Illovo Boulevard, Johannesburg, Equity Park Cnr Brooklyn and Lynnwood Roads, Brooklyn, Pretoria, Sector Rentable area (m 2 ) Weighted average rental per square metre (R/m 2 )* Lease expiry Acquisition yield Valuation as at 1 July 2015 (R 000) Commercial - Offices Feb % Commercial - Offices Various 9.25% Wasteman Saxdowne Western Cape Industrial - Offices, MRF and workshops: Land: Additional parking extension: Aug % Formscaff Saxdowne Western Cape Industrial - Offices and warehouse: Land: Jul % UTI Pharma 1 Park, Triton Express 1 Gordon Avenue, Premier Foods 2 Park, Esco 87 Hilton Road, Park, Industrial - Offices: Distribution centre: Land: Industrial - Offices: Staff village: Workshops and sundry: Land: Industrial - Offices: Staff village: Land: Industrial - Offices: Land: Aug % Sep % Jun % Jul %

5 Property name, address and geographic location Triton Fleet and MTN mast 1 Price Sector Rentable area (m 2 ) Industrial - Offices: Workshops Truck wash and sundry Land: Weighted average rental per square metre (R/m 2 )* Lease expiry Acquisition yield Valuation as at 1 July 2015 (R 000) Oct % MTN Mast 1 Price Industrial - Cellular mast N/A Apr % DHL (old GMS) 6 Park, Industrial - Offices: Land: Jun % ATC Tower Industrial - Cellular mast N/A Jul % * Weighted average rentals include contractual charges for parking, additional yard space and various other sundry items. 6. FINANCIAL EFFECTS OF THE MERGER AND RENEWAL CAUTIONARY ANNOUNCEMENT 6.1. Shareholders are advised that the financial effects of the merger will be announced in due course Accordingly, shareholders are advised to continue to exercise caution when dealing in the company s securities until a further announcement is made. 7. CATEGORISATION AND DOCUMENTATION The merger, which is classified as a Category 1 transaction in terms of the JSE Listings Requirements, requires shareholder approval. Accordingly a circular, detailing the terms of the merger and incorporating a notice convening a general meeting in order to pass the necessary resolutions to implement the merger, will be posted to Equites shareholders shortly. 29 May 2015 Corporate advisor and sponsor Java Capital Legal advisor to Equites