GEMGROW PROPERTIES LIMITED (Incorporated in the Republic of South Africa) (Registration number 2007/032604/06) JSE share code: GPA ISIN: ZAE0000223269 JSE share code: GPB ISIN: ZAE0000223277 Approved as a REIT by the JSE (“Gemgrow” or the “company”) PROSPECTUS PREPARED IN TERMS OF THE LISTINGS REQUIREMENTS OF THE JSE LIMITED AND THE COMPANIES ACT The definitions and interpretations commencing on page5 of this document apply to this entire document, including the cover page, except where the context indicates a contrary intention. The definitions and interpretations commencing on page 5 of the scheme circular which accompanies this prospectus do NOT apply to this prospectus. This prospectus is prepared and issued in compliance with the Listings Requirements (as revised listings particulars) and the Companies Act for the purpose of providing information with regard to the company. This prospectus has been prepared on the assumption that the scheme will be implemented. This prospectus is not an invitation to the public to subscribe for shares or other securities in Gemgrow. At the date of this prospectus: • the authorised share capital of Gemgrow comprises 1 000 000 000 A ordinary no par value shares and 2 000 000 000 B ordinary no par value shares; • the issued share capital of Gemgrow comprises 62 718 658 A ordinary no par value shares and 408 184 961 B ordinary no par value shares; and • there are no Gemgrow A or Gemgrow B shares held in treasury. Accordingly, pursuant to the implementation of the scheme: • the authorised share capital of Gemgrow will comprise 1 000 000 000 A ordinary no par value shares and 2 000 000 000 B ordinary no par value shares; • the issued share capital of Gemgrow will comprise 62 718 658 A ordinary no par value shares and 1 271 157 070 B ordinary no par value shares; and • the Arrowhead-held Gemgrow shares will be held in treasury. The Gemgrow B shares to be issued pursuant to the implementation of the transaction will rank pari passu in all respects with existing Gemgrow B shares in issue. There are no convertibility or redemption provisions relating to any of the Gemgrow B shares to be issued. Shareholders are referred to the scheme circular which accompanies this prospectus for information regarding the scheme. In this regard, a scheme of arrangement in terms of section 114 of the Companies Act has been proposed by the Arrowhead board between Arrowhead and the Arrowhead shareholders. In the event of the conditions precedent being fulfilled or waived (to the extent permissible) and the scheme becoming operative, Gemgrow will by operation of law become the sole shareholder of Arrowhead and scheme participants will, against surrender of their relevant documents of title (if applicable) in accordance with the provisions of the scheme circular, become entitled to receive the scheme consideration in respect of each Arrowhead share held by them. The offer to the scheme participants in terms of the scheme to receive the scheme consideration constitutes an offer to the public in terms of section 95(1)(h) of the Companies Act. This prospectus is therefore issued in terms of section 99(3) of the Companies Act. This prospectus is being issued, in terms of the Companies Act and Part C of Chapter 4 of the Companies Regulations, in respect of Gemgrow as it will be constituted after the implementation of the scheme. The scheme is subject to the conditions precedent set out in “Particulars of the scheme contemplated in this prospectus” in Section 2, paragraph 3.2. Upon implementation of the scheme, the Arrowhead shares will be delisted from the Main Board of the JSE. Scheme participants should note that the scheme consideration comprises Gemgrow B shares which are listed on the Main Board of the JSE, and trade on the JSE in electronic format through the STRATE system. Since the scheme consideration comprises shares, investing in the scheme consideration involves certain risks. See the risk factors set out in Annexure 21 of this prospectus. The directors of Gemgrow, whose names are set out in Section 1, paragraph 2 of this prospectus, collectively and individually, accept full responsibility for the accuracy of the information contained in this prospectus which relates to Gemgrow and, in this regard, certify that, to the best of their knowledge and belief, there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that this prospectus contains all information required by the Companies Act and the Listings Requirements. All advisors whose names and/or reports are contained in this prospectus have consented in writing to act in the capacity stated and to their names being included in this prospectus and, if applicable, to the inclusion of their respective reports in the prospectus in the form and context in which they appear and have not withdrawn their written consents prior to publication hereof. This prospectus was registered by CIPC on Friday, 19 July 2019 and is issued in compliance with the Listings Requirements of the JSE and the Companies Act for the purpose of giving information regarding Gemgrow. Independent corporate advisor and Corporate advisor transaction sponsor Independent reporting accountants and Legal advisor and competition law advisors auditors to Gemgrow and Arrowhead Independent property valuer Independent property valuer This prospectus is only available in English and copies of the registered prospectus may be obtained between 09:00 and 16:30 from Monday, 22 July 2019 until Thursday, 22 August 2019 from the registered office of the company, details of which appear in the “Corporate Information and Advisors” section on page 2 of this prospectus. The prospectus will also be available on the company’s website (www.gemgrow.co.za). Date of issue: Monday, 22 July 2019 Special notes in regard to the scheme Notwithstanding that this document constitutes a prospectus, it is not an offer to the general public to subscribe for shares or other securities in the company and only constitutes an offer as it relates to the issue of the consideration shares to the existing Arrowhead shareholders who hold shares in Arrowhead and who participate in the scheme in South Africa, and is only addressed to persons to whom it may lawfully be made. The release, publication or distribution of this prospectus in certain jurisdictions may be restricted by law and therefore persons in any such jurisdictions into which this prospectus is released, published or distributed should inform themselves about and observe any such restrictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. This prospectus does not constitute an offer or an invitation to elect to receive the consideration shares in any jurisdiction in which such an offer or election would be unlawful. No one has taken any action that would permit a public offering of consideration shares to occur outside South Africa. Forward-looking statements This prospectus contains statements about Gemgrow and Arrowhead that are or may be forward-looking statements. All statements, other than statements of historical fact are, or may be deemed to be, forward-looking statements, including, without limitation, those concerning: strategy; the economic outlook for the industry; production; cash costs and other operating results; growth prospects and outlook for operations, individually or in the aggregate; liquidity and capital resources and expenditure, and the outcome and consequences of any pending litigation proceedings. These forward-looking statements are not based on historical facts, but rather reflect current expectations concerning future results and events and generally may be identified by the use of forward-looking words or phrases such as “believe”, “aim”, “expect”, “anticipate”, “intend”, “foresee”, “forecast”, “likely”, “should”, “planned”, “may”, “estimated”, “potential” or similar words and phrases. Examples of forward-looking statements include statements regarding a future financial position or future profits, cash flows, corporate strategy, anticipated levels of growth, estimates of capital expenditures, acquisition strategy, expansion prospects or future capital expenditure levels and other economic factors, such as, inter alia, interest rates. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Gemgrow cautions that forward-looking statements are not guarantees of future performance. Actual results, financial and operating conditions, liquidity and the developments within the industry in which Gemgrow operates may differ materially from those made in, or suggested by, the forward-looking statements contained in this prospectus. All these forward-looking statements are based on estimates and assumptions, as regards Gemgrow and Arrowhead, made by Gemgrow and made by Arrowhead as communicated in publicly available documents issued by Gemgrow and Arrowhead, all of which estimates and assumptions, although Gemgrow believes them to be reasonable, are inherently uncertain. Such estimates, assumptions or statements may not eventuate. Factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied in those statements or assumptions include other matters not yet known to Gemgrow or not currently considered material by Gemgrow. Shareholders should keep in mind that any forward-looking statement made in this prospectus or elsewhere is applicable only at the date on which such forward-looking statement is made. New factors that could cause the business of Gemgrow or Arrowhead not to develop as expected may emerge from time to time and it is not possible to predict all of them. The extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statement are not known.