THIS DOCUMENT AND ANY ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you have sold or otherwise transferred all of your Ordinary Shares, please immediately forward this document, but not the accompanying Form of Proxy, to the purchaser or transferee or to the stockbroker, bank or other agent through whom the transfer was effected, for delivery to the purchaser or transferee. If you are in any doubt as to what action you should take, you are recommended to seek immediately your own financial advice from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser, who is authorised under the Financial Services and Markets Act, 2000 (as amended) (“FSMA”) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser in your jurisdiction. You should read this document and all documents incorporated into it by reference in their entirety. This document comprises a prospectus relating to Redefine International P.L.C. (the “Company”) and has been prepared in accordance with the UK Prospectus Rules of the Financial Conduct Authority (the “FCA”) made under section 73A of the FSMA and the JSE Listings Requirements and a circular prepared in accordance with the UK Listing Rules of the FCA made under section 73A of the FSMA. This document has been approved by the FCA and the JSE and has been made available to the public in accordance with PR 3.2 of the UK Prospectus Rules. This document has been delivered to the Companies Registry, Isle of Man Department of Economic Development in accordance with section 38 of the Isle of Man Companies Act, 1931. The Company and its Directors (whose names appear on page 24 of this document) and the Proposed Director (whose name appears on page 24 of this document) accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Company, the Directors and the Proposed Director (each of whom has taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and contains no omission likely to affect the import of such information. For a discussion of certain risks that should be considered in connection with the Company and the Ordinary Shares, see Part II: “Risk Factors”. Notice of an Extraordinary General Meeting of the Company to be held at Top Floor, 14 Athol Street, Douglas, Isle of Man IM1 1JA at 9.30 a.m. (London time) on 29 November 2013 is set out in Part XVIII of this document. To be valid, Forms of Proxy should be completed and returned in accordance with the notes on the Forms of Proxy and in the Notice of Extraordinary General Meeting.

REDEFINE INTERNATIONAL P.L.C. (Incorporated in the Isle of Man under the Companies Acts, 1931 – 2004 (as amended), of the Isle of Man with registered number 111198C)

Proposed election by the Company for UK-REIT Status Proposed acquisition of Redefine International Fund Managers Limited Approval of waiver of Rule 9 of the UK Takeover Code Permit the issue of 79 000 000 RIFM Consideration Shares and approximately 19 635 340 CMC Consideration Shares (to be adjusted) (following the issue of 94 302 224 Ordinary Shares in the past 12 months) Notice of Extraordinary General Meeting

Joint UK sponsor and broker Joint UK sponsor and broker JSE sponsor and South African corporate adviser

This document does not constitute an offer of, or the solicitation of an offer to buy, Ordinary Shares to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful and, in particular, is not for distribution or publication in the United States, Australia, Canada or Japan. The Ordinary Shares have not been and will not be registered under the applicable securities laws of Australia, Canada or Japan and subject to certain exceptions, Ordinary Shares may not be offered or sold in Australia, Canada, Japan or the United States or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. The Ordinary Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States except pursuant to a valid exemption to the registration requirements of the Securities Act or outside the United States in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). The Existing Ordinary Shares are admitted to the premium segment of the Official List, to trading on the London Stock Exchange’s main market for listed securities and the Main Board of the JSE. Application will be made to the UK Listing Authority, to the London Stock Exchange and to the JSE for the New Ordinary Shares to be admitted to the premium segment of the Official List, to trading on the London Stock Exchange’s main market for listed securities and the JSE’s Main Board, respectively. Subject to the satisfaction of certain conditions in connection with the Proposals, it is expected that Admission will become effective, and that dealings on the London Stock Exchange and the JSE in the New Ordinary Shares will commence at 8.00 a.m. (London time) and 9.00 a.m. (SA time) on 6 December 2013. Peel Hunt LLP (“Peel Hunt”) which is authorised and regulated in the United Kingdom by the FCA, is acting solely for the Company in relation to the Proposals and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Peel Hunt nor for providing advice in relation to the Proposals. Investec Bank plc (“Investec”), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the FCA and the Prudential Regulation Authority, is acting solely for the Company in relation to the matters referred to in the document and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Investec nor for providing advice in relation to the Proposals. Java Capital is acting solely for the Company in relation to matters referred to in the document and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Java Capital nor for providing advice in relation to the Proposals. Apart from the responsibilities and liabilities, if any, which may be imposed upon Peel Hunt or Investec by FSMA or the regulatory regime established thereunder or upon Java Capital by the JSE, neither of Peel Hunt nor Investec nor Java Capital accepts any responsibility whatsoever or makes any representation or warranty, express or implied, concerning the contents of this document, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made, by it or on its behalf in connection with the Company, the CMC Consideration Shares or the RIFM Consideration Shares, and nothing in this document is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. Each of Peel Hunt, Investec and Java Capital, accordingly, disclaims to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to herein) which it might otherwise have in respect of such statement. THE NEW ORDINARY SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), ANY OTHER FEDERAL OR STATE SECURITIES COMMISSION IN THE UNITED STATES OR ANY OTHER UNITED STATES REGULATORY AUTHORITY, NOR HAVE ANY SUCH AUTHORITIES PASSED UPON OR ENDORSED OR CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. CONTENTS

Page PART I SUMMARY INFORMATION 2 PART II RISK FACTORS 1 2 PART III IMPORTANT INFORMATION – FORWARD-LOOKING STATEMENTS 1 9 PART IV SHARE CAPITAL STATISTICS, EXPECTED TIMETABLE OF PRINCIPAL EVENTS AND ADMINISTRATION 2 3 PART V LETTER FROM THE CHAIRMAN OF THE COMPANY 2 6 PART VI INFORMATION ON THE GROUP 4 9 PART VII OPERATING AND FINANCIAL REVIEW ON THE GROUP 5 4 PART VIII HISTORICAL FINANCIAL INFORMATION ON THE COMPANY 64 PART IX PROPOSED SHARE PLANS 65 PART X PROPERTY VALUATIONS OF THE GROUP 72 PART XI UK – REIT STATUS 181 PART XII TAXATION 186 PART XIII WAIVER OF RULE 9 OF THE UK TAKEOVER CODE AND INFORMATION ON THE CONCERT PARTY 192 PART XIV PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION 220 PART XV ADDITIONAL INFORMATION 225 PART XVI DOCUMENTS INCORPORATED BY REFERENCE 276 PART XVII DEFINITIONS AND GLOSSARY OF TECHNICAL TERMS 277 PART XVIII NOTICE OF EXTRAORDINARY GENERAL MEETING 285

1 PART I

SUMMARY INFORMATION Summaries are made up of disclosure requirements known as “Elements”. These elements are numbered in Sections A – E (A.1 – E.7). This summary contains all the Elements required to be included in a summary for this type of securities and Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of securities and Issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of “not applicable”.

Section A – Introduction and warnings A1 Introduction and warnings WARNING: THIS SUMMARY SHOULD BE READ AS AN INTRODUCTION TO THE PROSPECTUS. ANY DECISION TO INVEST IN THE ORDINARY SHARES SHOULD BE BASED ON CONSIDERATION OF THE PROSPECTUS AS A WHOLE BY THE INVESTOR. Where a claim relating to the information contained in a Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating such Prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus or it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in such securities. A2 Subsequent resale of securities or Not applicable. The Company is not engaging any financial intermediaries for any final placement of securities resale of securities or final placement of securities requiring a prospectus after through financial intermediaries publication of this document.

Section B – The Issuer Redefine International P.L.C. B1 Legal and commercial name The Company is called Redefine International P.L.C. and trades under the name Redefine International. B2 Domicile/Legal form/Legislation/ The Company was incorporated with limited liability under the laws of the Isle of Country of incorporation Man under the Companies Acts 1931 – 2004 (as amended), and is domiciled in the Isle of Man. The Company is proposing to re-register to become subject to the provisions of the Companies Act 2006 of the Isle of Man. B3 Nature of Issuer/Current The Company is an income focused property investment company with exposure to operations/Principal activities a broad range of properties and geographical areas. The Company has direct and indirect property investments geographically diversified across the UK, Germany, Switzerland, the Channel Islands, the Netherlands and Australia, providing exposure to the retail, office, industrial and hotel sectors. The Company is admitted to trading on the main market of the London Stock Exchange and on the JSE by way of secondary listing. Its major shareholder is Redefine Properties which holds a 33 per cent shareholding in the Company. B4a Significant trends The Company is currently managed by its Investment Advisor, RIPML. Under the Proposals, the Company intends to acquire RIFM, the holding company of RIPML, thereby internalising the management of the Company.

2 The Group structure B5 Group structure On 4 November 2013 the then majority shareholder of the Company, Redefine Properties International Limited whose sole asset was its 61.83 per cent shareholding in the Company, completed the unbundling of such shareholding by distributing the Ordinary Shares it held to its linked unitholders, including Redefine Properties. As a result, Redefine Properties, which is listed on the JSE and has a market capitalisation of approximately £1. 8 billion, has a 33 per cent shareholding in the Company prior to the completion of the Proposals. The Company has a number of subsidiaries. The Company’s interests in these subsidiary companies are comprised as follows: • 119 of the companies are wholly owned subsidiary companies; • 12 of the companies are interests held amounting to 75 per cent or more but less than 100 per cent of the ownership of the relevant company; • 24 of the companies are interests held in companies of 50 per cent or more but less than 75 per cent of the ownership of the relevant company; and • 19 of the companies are minority interests held in companies amounting to less than 50 per cent of the ownership of the relevant company. The Company holds each of its properties through it subsidiaries and Group companies. On completion of the Acquisition, RIFM, which is the holding company of RIPML (the Investment Adviser), three other subsidiaries and a 33 per cent inter est in RBDL, will become a wholly owned subsidiary of the Company. Major shareholders and other interests B6 Notifiable interests/Voting rights As at 5 November 2013 (the latest practicable date prior to the publication of this document), no person (other than the Shareholders listed below) had a notifiable interest in the issued share capital of the Company: • Redefine Properties held 349 236 344 Ordinary Shares (equal to 33 per cent of the Company’s issued share capital); and • Allan Gray Asset Management held 68 568 926 Ordinary Shares (equal to 6.5 per cent of the Company’s issued share capital). Redefine Properties and Allan Gray Asset Management have the same voting rights in connection with its Ordinary Shares as enjoyed by all other Shareholders. Financial information on the Company B7 Financial information Year ended Year ended Year ended 31 August 31 August 31 August 2013 2012 2011 £m £m £m Gross rental income 51 407 76 150 26 823 Total investment income 2 511 – 3 875 Operating profit/(loss) 89 548 (52 003) 23 274 Profit/(Loss) before tax 67 243 (124 881) 5 111 Profit/(Loss) for the period/year 61 064 (128 251) 3 751 Total assets 1 06 2 674 1 033 907 1 274 297 Total liabilities 75 2 226 895 651 990 582 Net assets 299 799 132 914 278 209 Net asset value per share – basic (pence) 30.97 25.94 49.01 Net asset value per share – diluted (pence) 29.05 24.14 46.74

3 The Company announced on 17 October 2013 that it had agreed revised debt arrangements with Aviv a Commercial Finance Limited with regard to Redefine’s UK shopping centre portfolio resulting in the Group’s loan to value ratio being reduced from approximately 63.7% to approximately 57.3%, as well as exchanging contracts to purchase the Weston Favell shopping centre, Northampton for a consideration of £84 million with a facility of £50 million being provided by Aviva. Save for these arrangements with Aviva Commercial Finance Limited, there has been no significant change to the Company’s financial condition or operating results during or subsequent to the period covered by the historical key financial information provided above. The data for the financial years ended 31 August 2013, 31 August 2012 and 31 August 2011, set out above has been extracted without material adjustment from the Company’s audited consolidated financial statements for the financial years ended 31 August 2013, 31 August 2012 and 31 August 2011. Selected key pro forma information B8 Pro forma information No pro forma financial information has been included in this document B9 Profit estimate Not applicable as the Company has not published any profit forecasts or estimates. No profit forecast or estimate is included in this document. B10 Audit report qualifications The audit report on the historical financial information is not subject to any qualifications. B11 Working capital insufficiency Not applicable; the Company is of the opinion that the Group’s working capital is sufficient for its present requirements, that is for at least the next 12 months from the date of this prospectus. B34 Investment policy The Group’s strategy is focused on delivering sustainable and growing income returns through investment in income yielding property assets, let to high quality occupiers on long leases. Development exposure is generally limited to asset management and ancillary development of existing assets in order to enhance and protect capital values. The Group is focused on real estate investment in large, well-developed economies with established and transparent real estate markets. The investment portfolio is geographically diversified across the UK, Europe and Australia providing exposure to the retail, office, industrial and hotel sectors. The key principle of the Group’s investment policy is to provide investors with strong investment returns and a balanced exposure to lower risk income generating assets and opportunities that will provide a higher capital return. In implementing its investment policy, the Group will contemplate available opportunities and future undertakings that will yield satisfactory returns at acceptable risk levels and, when making investments, will seek to achieve a reasonable level of diversification across a spread of assets and geographies. The Group’s investment criteria include: • focusing on property investments which provide a stable, predictable and low risk income stream, with opportunities to enhance value through active management; • selectively pursuing development or redevelopment opportunities where they can be pre-let to businesses with strong rental covenants or in order to protect, enhance or extract additional value from existing investments; and • looking at distressed property investments where opportunities arise as markets recover. Investments outside the above criteria will only be made where risk -adjusted returns to Shareholders are satisfactory and the Company has the reserves necessary to extract an above-market return from the investments.

4 The Group will make investments in property via a number of methods which include: • acquisition of the real estate assets or portfolio of assets; • direct investment in or acquisition of the holding company of the real estate asset or portfolio of assets; • direct investment in or acquisition of a jointly controlled entity which has a direct investment in or holds the real estate assets or the holding company of the real estate asset or portfolio of assets; and • investments in property securities (debt and/or equity securities) which are acquired when their value is considered superior to physical property. These investments are often of a strategic nature where the shareholding can be used to unlock value in underlying property assets or significant influence can be exerted through board representation. The Group is subject to the following investment restrictions: • it will not invest in forward funding a development on land in which the Company does not have an interest without a pre-let agreement to lease; • the Group will not invest in properties where the purchase price is not supported by an external valuation; • the Group will not invest in properties where there are known to be material environmental issues; • the Group will typically invest in properties in the UK with fully repairing and insuring leases; and • no more than 15 per cent in aggregate, of the value of the total assets of the Group may be invested in property securities (provided that if such listed closed- ended investments funds themselves do not have a published investment policy limiting exposure to other listed closed-ended investments funds to 15 per cent of total assets, the maximum exposure of the Group shall be 10 per cent of its total assets). B35 Borrowing/Leverage limits The Group’s maximum level of gearing will not exceed 85 per cent of the gross value of the Group’s total assets at any point in time. The Group’s borrowings shall not at any time, without the previous sanction of an ordinary resolution of the Company exceed 10 times the aggregate of the amount paid up on the issued share capital of the Company and the total of capital and revenue reserves. B36 Regulatory status The Company is unregulated. B37 Investor profile The Directors expect typical investors in the Company to be primarily fund managers or sophisticated private investors or those acting on the advice of their stockbroker or financial adviser, who are looking to allocate part of their investment portfolio to the UK, Continental European and Australian commercial property market. B38 Investments The Group has not invested more than 20 per cent of its gross assets in a single asset or collective investment undertaking. B39 Investments The Group has not invested more than 40 per cent of its gross assets in another collective investment undertaking.

5 B40 Service providers Investment Manager RIPML is currently the investment manager for the Company. In return for the provision of the services, the Company currently pays to RIPML an asset management fee of 0.5 per cent on the aggregate gross value of the Group’s assets (including cash) and a commission of 0.75 per cent in respect of sales and acquisitions, or 1 per cent where RIPML acts in a joint agency capacity or incurs sub-agent costs and fees. RIPML also receives a fee of 1 per cent of the rents on properties that it is directly responsible for managing; currently this is all the UK properties. RIPML is, in respect of any multi-let retail property within the Redefine International Portfolio, entitled to receive a fee equal to 3 per cent of the annual rents of such multi-let retail property. The Company also pays to RIPML an incentive fee calculated on a three-year rolling basis and payable in Ordinary Shares under the RIPML Incentive Scheme. Under the Proposals, the Company intends to acquire RIFM , the holding company of RIPML, thereby internalising the management of the Company at which time the existing investment management agreement will terminate. In the period ending 31 August 2013 the Company paid RIPML £ 12.25 million. Property valuers Jones Lang LaSalle Limited provide property valuation services to the Company. They were appointed pursuant to an agreement dated 30 October 2013. The maximum fee payable under this agreement is £ 30 000 exclusive of VAT. Savills Advisory Services Limited provides property valuation services to the Company. They were appointed pursuant to an agreement dated 29 October 2013. The maximum fee payable under this agreement is £ 40 000 exclusive of VAT. Savills Advisory Services GmbH provides property valuation services to the Company. They were appointed pursuant to an agreement dated 29 October 2013 . The maximum fee payable under this agreement is £ 80 000 exclusive of VAT. Savills Advisory Services Limited provides property valuation services to the Company. They were appointed pursuant to an agreement dated 29 October 2013. The maximum fee payable under this agreement is € 25 000 exclusive of VAT. DTZ Debenham Tie Leung Limited provide property valuation services to the Company. They were appointed pursuant to an agreement dated 29 October 2013. The maximum fee payable under this agreement is £7 500 exclusive of out of pocket expenses and VAT. BNP Paribas Real Estate (Jersey) Limited provides property valuation services to the Company. They were appointed pursuant to an agreement dated 16 September 2013. The maximum fee payable under this agreement is £ 2 500 plus GST (if applicable). Schlicht und Kollegen provide property valuation services to the Company. They were appointed pursuant to an agreement dated 20 September 2013. The maximum fee payable under this agreement is € 2 000 exclusive of VAT. Other arrangements The Company’s registrar is Capita Registrars (Isle of Man) Limited (trading as Capita Asset Services), which was appointed to provide registrar services pursuant to a registrar agreement dated October 2008. The maximum fee payable under this agreement is £ 1 200 per annum. B41 Identity and regulatory status of The Investment Adviser, RIPML, (a company registered in England with company investment manager number 4469376) is an unregulated property management company. The Investment Adviser’s parent company, RIFM, a company registered in the BVI with company number 605116, is reg ulated by the BVI Financial Services Commission. B42 NAV The Company’s NAV is calculated and determined on a bi-annual basis and published in the Company’s interim financial statements and annual accounts.

6 B43 Umbrella collective investment The Company is not an umbrella collective investment undertaking. undertaking B44 Commencing operations Not applicable; the collective investment undertaking has already commenced operations. B45 Portfolio The Company has direct and indirect property investments geographically diversified across the UK, Germany, Switzerland, the Channel Islands, The Netherlands and Australia, providing exposure to the retail, office, industrial and hotel sectors. B46 NAV per Ordinary Share The Company’s fully diluted NAV per Ordinary Share was 29.05p as at 31 August 2013.

Section C – Securities The Company’s share capital C1 Admission Approximately 19 635 340 CMC Consideration Shares (to be adjusted) will be issued to the CMC Sellers pursuant to the CMC Acquisition Agreement and 79 000 000 RIFM Consideration Shares will be issued to the RIFM Sellers pursuant to the RIFM Acquisition Agreements. The Company’s ISIN is IM00B8BV8G91. C2 Currency of the New Ordinary The currency of the New Ordinary Shares is Pounds Sterling. Shares C3 Issued Shares The Company has 1 057 157 691 Ordinary Shares of 8 pence in issue as at the date of this document. In the 12-month period prior to the date of the prospectus the Company has issued a total of 94 302 224 Ordinary Shares as follows: • 5 108 290 Ordinary Shares issued on 4 July 2013 as consideration for the acquisition of certain minority interests; • 12 606 061 Ordinary Shares issued on 3 September 2013 as part consideration for the acquisition by the Group of a German shopping centre portfolio pursuant to the CMC Acquisition Agreement; • 40 000 000 Ordinary Shares issued on 3 September 2013 pursuant to a cash placing by the Company; and • 36 587 873 Ordinary Shares issued on 18 September 2013 as settlement of a convertible loan liability. Rights attaching to the Company’s shares C4 Rights attaching to securities The rights attaching to the Ordinary Shares are uniform in all respects and they form a single class for all purposes. Holders of Ordinary Shares have uniform voting rights and rights to dividends or distributions in proportion to the number of Ordinary Shares they hold at any time save that the CMC Consideration Shares and the RIFM Consideration Shares will not rank for the second interim dividend to be paid on 29 November 2013 to those Shareholders on the register as at 22 November 2013. C5 Restrictions on transferability There are no restrictions on the free transferability of the Ordinary Shares save that the Ordinary Shares have not been and will not be registered under the Securities Act, or the securities laws of any state or other jurisdiction of the United States or under applicable securities laws of Australia, Canada, Singapore or Japan and, subject to certain exceptions, the Ordinary Shares may not be taken up, offered, sold, resold, transferred or distributed, directly or indirectly, within, into or in the United States, Australia, Canada, Singapore or Japan or any other jurisdiction where such offer or sale would violate the relevant securities laws of such jurisdiction.

7 C6 Applications for admission Application will be made for the CMC Consideration Shares and the RIFM Consideration Shares to be admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange’s main market for listed securities and to the JSE’s Main Board. Subject to the satisfaction of certain conditions in connection with the Proposals, including inter alia the prior approval of the SARB to the completion of the sale by Redefine Properties of its interest in RIFM, it is expected that Admission will become effective and that unconditional dealings will commence at 8.00 a.m. (London time) and 9.00 a.m. (SA time) on 6 December 2013. C7 Dividend policy The Company’s dividend policy is consistent with the UK REIT regime, as applicable from time to time. UK REITs currently require at least 90 per cent of property rental profits to be distributed.

Section D – Risks D1 Key information on the key risks • The Company may not be able to refinance its borrowings in the longer term. specific to the Company or its There can be no assurance that the Group will be able to find lenders in the longer industry term who are willing to lend on similar terms to those which apply to existing financing arrangements, or at all, upon maturity. Declines in property values may occur, for example, as a result of prevailing economic conditions stemming from the global economic downturn, decreased demand for commercial and/or government occupied office space, adverse change in retail economic conditions and/or decline in the hotel industry. An increase in the cost, or lack of availability of finance could impact both the ability to progress capital investment opportunities necessary to deliver required rates of return to meet shareholder expectations and the day to day financing (or refinancing) requirements of the Group in the longer term. If, in the longer term, the Group is not able to refinance borrowings and/or the terms of such refinancing are less favourable than the existing terms of borrowing, this may have a material adverse effect on the business, financial condition, results of operations, future prospects of the Group, the price of the Ordinary Shares and the Group’s ability to pay dividends. • There is no guarantee that the Group will obtain UK-REIT status or that it will maintain UK-REIT status if and when obtained. In order to maintain its UK-REIT status if obtained the Company must continue to satisfy certain conditions. There are a number of circumstances in which the Group could lose its UK-REIT status. If the Group fails to obtain UK-REIT status or remain qualified as a UK-REIT, its rental income/gains will be subject to UK taxation. Also, complying with the conditions in order to maintain the UK-REIT status may mean that the Company is restricted with respect to any potential corporate or business restructure and any future distribution opportunities. • Redefine Properties will own a significant percentage of the Ordinary Shares following completion of the RIFM Acquisition Agreements. Immediately following completion of the Proposals, Redefine Properties will be interested in 30 per cent or more of the issued share capital of the Company. The concentration of ownership may affect the market price and liquidity of the Ordinary Shares and may have the effect of preventing investors from influencing important decisions by the Company. The interests of Redefine Properties may not be the same as the interest of minority shareholdings in the Company and Redefine Properties may make decisions that may have a material adverse impact on an investment in the Ordinary Shares and on the business operations of the Group. • Difficult macro-economic and property market conditions may have a negative impact on the Company’s business.

8 The Group operates in a highly competitive market for investment opportunities. Competition in the real estate market in the countries in which the Group invests may reduce investment opportunities, increase prices of real estate and affect occupancy and rental rates of the Group’s properties. The Group competes for tenants for its properties with real estate investment funds, developers, owners and operators of commercial real estate businesses in the regions where the Group’s properties are located. If, as a result of competition or lack of demand, the Group is required to reduce rental rates or to offer more substantial rent abatements, tenant improvements, early termination rights or below-market renewal options to retain existing or to attract new tenants, the Group’s cash flow and operating results could be adversely affected. • The Company’s exposure to risks through its investments in property securities The Company’s investment policy permits the Company to invest in property securities (debt and/or equity securities) up to certain limits relative to the Group’s total assets, therefore, exposing it to risks relating to the holding of such listed property securities. These risks include, inter alia; market risks relating to the holding of securities on a listed exchange and changes in the market for or valuations of the properties underlying the investment; liquidity risk in that if a security is not actively traded it may have an impact on the price being paid or obtained; legal and regulatory risks relating to the jurisdiction of the investment or the specific rules of the exchange; manager risk in delegating control over the investment decisions and exposure to the underlying investment policy and strategy of the company in which the Group has invested; derivative risk in that derivatives can fail to move in line with the value of the underlying asset. D3 Key information on the key risks • Following completion of the RIFM Acquisition Agreements, Redefine Properties specific to the securities will own approximately 36. 2 per cent of the Ordinary Shares in issue. This concentration of ownership may affect the market price and liquidity of the Ordinary Shares and may prevent investors from influencing important decisions by the Company. • The Company’s ability to continue to pay dividends on Ordinary Shares will depend on the availability of funds and distributable reserves. The Company intends to pay dividends to Shareholders, but it currently has no obligation to do so and there can be no assurances that the Company will be able to pay dividends in the future. Following conversion to a UK-REIT, whilst the Company will be obliged to distribute at least 90 per cent of its property rental profits, the amount of such distributions will depend on the Company’s earnings and financial condition from time to time. If greater amounts of funds than are currently anticipated are required for the purpose of the Company’s business, then fewer monies may be available to fund future dividend payments. As a holding company, the Company’s ability to pay dividends in the future is affected by a number of factors, principally in relation to yields on properties, interest costs and profits on sale of properties. In the event that the rental income of the property portfolio falls for whatever reason, including tenant defaults or property sales, the use of borrowings will increase the impact of such a fall on the Group’s net revenue and, accordingly, will have an adverse effect in the longer term on the Company’s ability to pay dividends to Shareholders.

9 Section E – Offer E1 Net proceeds and costs of the The expenses are those which are necessary for proceeding with the Proposals and in offer connection with the unbundling of Redefine Properties International's shareholding in the Company and subsequent winding up, which the Company has undertaken to discharge. These expenses payable to advisers, legal and accounting fees and expenses, and the costs of printing and distribution of documents will be paid on or around admission by the Company. In aggregate, the Directors do not anticipate that these expenses will exceed £ 2.9 million ( excluding VAT) in respect of the Proposals and the RIN unbundling and winding up. There will be no net cash proceeds in return for the issue of the RIFM Consideration Shares as such RIFM Consideration Shares are being issued in consideration of the acquisition by the Company of the entire issued share capital of RIFM. There will be no net cash proceeds in return for the issue of the CMC Consideration Shares as such CMC Consideration Shares are being issued in part consideration for the acquisition by the Group of a German shopping centre portfolio, the subject of the CMC Acquisition Agreement. E2a Reasons for offer and use of Pursuant to this Prospectus approximately 19 635 340 Ordinary Shares at an effective proceeds price of 40 pence per share, to be adjusted pursuant to the Sterling:Euro exchange rate on 29 November 2013, being the CMC Consideration Shares, are to be issued by the Company on or before 6 December 2013 pursuant to the CMC Acquisition agreement as part consideration for the acquisition by the Group of a German shopping centre portfolio. In addition, if the Proposals are approved by Shareholders at the EGM, and certain conditions are satisfied, including inter alia the prior approval of the SARB to completion of the sale by Redefine Properties of its interest in RIFM, 79 000 000 Ordinary Shares, being the RIFM Consideration Shares, are to be issued on or before 6 December 2013 pursuant to the RIFM Acquisition Agreements. Application will be made to the UK Listing Authority, to the London Stock Exchange and the JSE for the CMC Consideration Shares and the RIFM Consideration Shares to be admitted to the premium segment of the Official List, to trading on the London Stock Exchange’s main market for listed securities and the JSE’s Main Board, respectively. It is expected that Admission will become effective, and that dealings on the London Stock Exchange and the JSE in the CMC Consideration Shares and (subject to the prior approval of the SARB to completion of the sale by Redefine Properties of its interest in RIFM) the RIFM Consideration Shares will commence at 8.00 a.m. (London time) and 9.00 a.m. (SA time) on 6 December 2013. Not applicable in relation to net cash proceeds as there will be no cash proceeds in return for the issued of the RIFM Consideration Shares or the CMC Consideration Shares as they are being issued in consideration payable by the Group for the entire issued share capital of RIFM and a German shopping centre portfolio, respectively. E3 Terms and conditions of the offer Under the terms of the RIFM Acquisition Agreements the Company will issue, conditional on approval by the SARB of the sale by Redefine Properties of its interest in RIFM, on approval by the Independent Shareholders and on Admission, 79 000 000 Ordinary Shares in the Company to the shareholders of RIFM as consideration for the Acquisition. It is expected that Admission will become effective and that dealings on the London Stock Exchange and the JSE in the New Ordinary Shares will commence at 8.00 a.m. (London Time) and 9:00 a.m. (SA time) on 6 December 2013. E4 Material interestsRedefine Properties, Corovest Offshore, Michael Watters, Andrew Rowell, Stephen Oakenfull and Stephen Carlin have conflicting interests in relation to the Internalisation and will be ineligible from voting on the Resolutions relating to Internalisation. There are no other interests, known to the Company, to be material to the issue of the New Ordinary Shares or which are conflicting interests.

10 E5 Name of person selling securities/ Not applicable; there are no entities or persons offering to sell Ordinary Shares. lock-up agreements Certain Ordinary Shares currently held by CMC Sellers are subject to lock-up arrangements. E6 DilutionApproximately 19 635 340 New Ordinary Shares (to be adjusted) will be issued pursuant to the CMC Acquisition Agreement, and 79 000 000 Ordinary Shares will be issued pursuant to the RIFM Acquisition Agreements. This will result in the Company’s issued share capital increasing by approximately 9.33 per cent which will result in a dilution of 8.53 per cent. E7 Expenses charged to the Investor Not applicable; no expenses will be charged to the investor by the Company in respect of the Proposals.

11 PART II

RISK FACTORS A number of factors affect the result of operations, financial condition and prospects of the Group and, accordingly, an investment in Ordinary Shares is subject to a number of risks. This section describes the risk factors which are considered by the Directors to be material in relation to the Group. However, these should not be regarded as a complete and comprehensive statement of all potential risks and uncertainties. Additional risks not presently known to the Company or that the Directors currently consider to be immaterial may also adversely impact the Group’s business operations. The business, growth prospects, financial condition and/ or results of operations of the Group could be materially adversely affected by any of these risks. The trading price of Ordinary Shares could decline due to any of these risks and investors could lose part or all of their investment. Investing in and holding shares in the Company involves a number of risks. Prior to making an investment decision in respect of Ordinary Shares, prospective investors should carefully consider all the information in this document, including the following risk factors and consult with their professional advisers.

1. RISKS RELATED TO THE GROUP 1.1 The Group may not be able to refinance its borrowings in the longer term There can be no assurance that the Group will be able to find lenders in the longer term who are willing to lend on similar terms to those which apply to existing financing arrangements, or at all, upon maturity. An increase in loan to value ratio, for example, as a result of declines in property values, would be one factor which could restrict the Group’s ability to arrange such financing or refinancing in the longer term. Declines in property values may occur, for example, as a result of prevailing economic conditions stemming from the global economic downturn, decreased demand for commercial and/or government occupied office space, adverse change in retail economic conditions and/or decline in the hotel industry. An increase in the cost, or lack of availability of finance (whether for macroeconomic reasons, such as a lack of liquidity in debt markets or reasons specific to the Group, such as the extent to which it is leveraged and decline in property values, as outlined above), could impact both the ability to progress capital investment opportunities necessary to deliver required rates of return to meet shareholder expectations and the day to day financing (or refinancing) requirements of the Group in the longer term. If, in the longer term, the Group is not able to refinance borrowings as they mature in the longer term and/or the terms of such refinancing are less favourable than the existing terms of borrowing, this may have a material adverse effect on the business, financial condition, results of operations, future prospects of the Group, the price of the Ordinary Shares and the Group’s ability to pay dividends. 1.2 Failure to comply with covenants governing indebtedness could result in an event of default which may have a material adverse effect in the longer term The use of borrowings requires the Group to service interest payments, make principal repayments and comply with other requirements of its facility agreements. A longer term and sustained decline in the market value and/or the rental value of properties owned by the Group or tenant default may result in a breach of the loan to value ratios and/or interest cover ratios specified in the Group’s banking arrangements, thereby causing an event of default. The Company expects to be able to maintain these financial ratios or be able to cure any potential breach in the short term by injecting further capital. If market conditions deteriorate significantly in the longer term, there is a risk that loan to value ratio and/or interest cover ratios could be breached. In such a case, in the absence of any waiver or agreement, assets may need to be disposed of at less than market value or the lenders could enforce their security and take possession of the underlying properties under the Group’s banking arrangements. This may have a material adverse effect on the business, financial condition, results of operations, future prospects of the Group and the price of the Ordinary Shares. Any cross-default provisions in the Group’s facilities could magnify the effect of an individual default if such a provision were exercised by the relevant lenders. Generally, however, the terms of the Group’s facilities (whose financial covenants vary from facility to facility) permit the borrower to remedy any breach by setting aside additional capital. In the event that there is any such breach or the Company or the Group is required to cure a possible breach by injecting additional capital, it could have a material adverse effect on the business, financial condition, results of operations, future prospects of the Group or the price of the Ordinary Shares. No assurances can be given as to the availability of such additional capital at the relevant time or, if available, whether it would be on acceptable terms. 1.3 The Group’s cost of finance could increase Adverse interest rate movements could lead to an increase in the cost of borrowing, which could adversely impact the Group’s operations, financial position and prospects.

12 1.4 Net asset value reducing and weaker balance sheet The Group’s net asset value may be reduced by downward property valuations, which may occur, for example, as a result of prevailing economic conditions allowing for a tapering of global government asset purchase programmes, decreased demand for commercial and/or government occupied office space, adverse change in retail economic conditions and/or decline in the hotel industry. This may affect the Group’s ability in the longer term to refinance debt when required or to pay dividends. 1.5 The Group may be subject to increases in operating expenses The Group’s operating and other expenses could increase without a corresponding increase in turnover or tenant reimbursements of operating and other costs in addition to those incurred following the Internalisation. Factors which could increase operating and other expenses include: • increases in the cost of financing; • increases in the rate of inflation and currency fluctuation; • increases in the costs of services provided by third party providers; • increases in taxes, tax laws and other statutory charges; • changes in laws, regulations or government or local authority policies (including those relating to health and safety and environmental compliance) which increase the costs of compliance with such laws, regulations or policies; • increases in insurance premiums; • increases in the costs of maintaining properties; and • capital expenditure which may arise as a result of defects affecting the properties which need to be rectified, failure to perform by sub-contractors or increases in maintenance costs. Such increases could have a material adverse effect on the Group’s financial position, capital resources and ability to make targeted distributions or any distributions to Shareholders. 1.6 Investments in property are relatively illiquid Investments in property are relatively illiquid and investors may be reluctant to purchase or sell property in the current market. Investor appetite for commercial real estate may be dampened by the ongoing dislocation of the global financial markets and the limited availability of financing, any resulting decrease in the value of the Group’s property assets, including on account of decreased demand for commercial and/or government occupied office space, adverse change in retail economic conditions and/or decline in the hotel industry. The resulting lack of liquidity in commercial real estate may inhibit the Group’s ability to strategically adjust the identity and mix of its property portfolio. 1.7 Property valuation is inherently subjective and uncertain Valuations of property and property-related assets are inherently subjective due to the individual nature of each property. As a result, valuations are subject to uncertainty and, in determining market value, valuers are required to make certain assumptions and such assumptions may prove to be inaccurate. This is particularly so in periods of volatility or when there is limited real estate transactional data against which property valuations can be benchmarked. There can also be no assurance that these valuations will be reflected in the actual transaction prices, even where any such transactions occur shortly after the relevant valuation date, or that the estimated yield and annual rental income will prove to be attainable. 1.8 The Group is reliant on the performance and retention of key personnel – the Group may not be able to retain key members of the management team Subject to completion of the Acquisition occurring, the Company will become internally managed and will rely on its property advisers and their experience, skill and judgment, in identifying, selecting and negotiating the acquisition of suitable investment opportunities. The Company will also rely on the Directors to manage the day-to-day affairs of the Company. There can be no assurance as to the continued service of these individuals as directors and employees of the Company. The departure of any of these individuals from the Company without adequate replacement may have a material adverse effect on the Company’s business prospects and results of operations. 1.9 The Company may incur losses as a result of fluctuations in the foreign currency exchange rates between the Pound and other foreign currencies for which it has not, or not effectively, hedged its risk Revenues in Euros are earned from the Group’s Continental European business. Revenues relating to Cromwell are earned by the Group in AUD. Revenues relating to the Group’s assets in Switzerland will be earned by the Group in Swiss Francs. The Group is therefore, subject to currency fluctuations on translating revenues and costs from those

13 foreign currencies to Sterling. This exposure is hedged by matching the value of the foreign assets with borrowings in foreign currencies where practicable. To the extent that the Group does not hedge its exposure to foreign currency exchange rate fluctuations, or to the extent that such hedging is inaccurate or otherwise ineffective, such exposure could have a material adverse effect on the Group’s business, financial condition, results of operations, future prospects or the price of the Ordinary Shares. 1.10 If the Group suffers uninsured losses, it may lose the value of the damaged asset altogether The Company maintains insurance against all risks commonly insured against by persons carrying on similar businesses to its business and against all risks against which it might reasonably be expected to insure its assets and property in the particular circumstances of the business carried on by it. Inability to obtain such insurance on comparable terms in the future may result in a material adverse effect on the business of the Group. For example, the availability or cost of such insurance may be affected by an act or acts of terrorism. In addition, there can be no guarantee that current insurance coverage will not be cancelled or become unavailable to the Group on economically reasonable terms. If the Group were to suffer damage to an asset for which it was uninsured, it may lose the value of the damaged asset altogether, which could have a material adverse effect on the Group’s business, financial condition, results of operations, future prospects or the price of the Ordinary Shares. 1.11 The Group’s debt facilities contain restrictions on the business of the Group Covenants contained in debt facilities may restrict the ability of the Group to engage in certain businesses or to implement certain business strategies. For example, minimum weighted average unexpired lease term (WAULT) requirements may hinder the Group’s ability to implement a strategy of creating capital value through acquiring properties with short leases and extending them. Other restrictions may require the Group to seek the relevant lenders’ consent before incurring additional indebtedness or creating further security interests over, or disposing of all or a substantial part of, its property assets. If such consent is withheld, this may hinder the Group’s ability to plan for or react to market conditions or otherwise restrict the Group’s business plans and adversely affect the Group’s ability to finance future strategic acquisitions, investments and development projects. 1.12 A non-renewal by a major tenant could result in a significant loss of letting income, void costs, a reduction in asset value, increased capital expenditure, unoccupied property liabilities and increased bad debts Non-renewal, in particular by one of the Group’s principal tenants, could result in a loss of rental income, void costs, an increase in bad debts, and decrease the value of the relevant properties. In the event of non-renewal by tenants, the Group may be unable to find new tenants quickly or at all or at rents equal to those under the expiring leases or on equally or more favourable terms. Existing and potential tenants may seek to reduce their rental payments, and/or reduce the length of time before they can break, and/or increase their rent free periods and/or demand a higher grade of fit-out. While properties remain vacant they may incur empty rates liabilities. In the event of any of the above, there could be a material adverse effect on the Group’s business, results of operations, financial condition, future prospects and/or the price of the Ordinary Shares. 1.13 Reputational risk The Company may also be subject to reputational risk from adverse publicity associated with particular properties or tenants.

2. RISKS RELATED TO TAX AND REGULATION 2.1 Regulatory change may affect the Group Legal or regulatory change may affect the Group and impose potential limits on the Group’s flexibility in implementing its strategy. Any change to landlord and tenant, planning, trust, tax (including stamp duty and stamp duty land tax) or other laws and regulations relating to the UK and European commercial property market may have an adverse effect on the capital value and/or the rental income of the Group’s property portfolio. 2.2 The Group may incur significant costs complying with laws and regulations A variety of laws and regulations of local, regional, national and European Union authorities, including planning, zoning, environmental, health and safety, tax and other laws and regulations must be complied with by the Group. If the Group fails to comply with these laws and regulations, it may have to pay penalties or private damage awards. In addition, changes in existing laws or regulations, or their interpretation or enforcement, could require the Group to incur additional costs in complying with those laws, alter its investment strategy, operations or accounting and reporting systems, leading to additional costs or loss of revenue, which could materially adversely affect the Group’s business, results of operations and financial condition.

14 2.3 There is no guarantee that UK-REIT status will be obtained for the Company and members of the Group or the Group or that it will maintain UK-REIT status, if and when obtained The Group cannot guarantee that it will maintain UK-REIT status. The Company cannot guarantee continued compliance with all of the UK-REIT conditions and there is a risk that the UK-REIT regime may cease to apply in some circumstances. HMRC may require the Group to exit the UK-REIT regime if: • it regards a breach of conditions or failure to satisfy the conditions relating to the Property Rental Business, or an attempt to obtain a tax advantage, as sufficiently serious; • if the Group has committed a certain number of breaches in a specified period (see below); or • if HMRC has given the Company at least two notices in relation to the avoidance of tax within a 10-year period. The Company and members of its Group and/or the Group may lose their status as a group UK-REIT from the first day of joining the UK-REIT regime if during the first accounting period certain conditions have not been met. In such circumstances the UK-REIT status may not apply for the whole period. In addition, if the conditions for UK-REIT status relating to the share capital of the Company or the prohibition on entering into loans with abnormal returns are breached, or the Company ceases to be UK resident, becomes dual resident or an open ended investment company, the Group will automatically lose its UK-REIT status. The Group could therefore lose its status as a group UK-REIT as a result of actions by third parties, for example, in the event of a successful takeover by a company that is not a UK-REIT or due to a breach of the close company conditions if it is unable to remedy the breach within a specified timeframe. Future changes in legislation may cause the Group to lose its UK-REIT status. If the Group were to be required to leave the UK-REIT regime within 10 years of joining, HMRC has wide powers to direct how it is to be taxed, including in relation to the date on which the Group is treated as exiting the UK-REIT regime. The Group may also be subject to an increased tax charge. If the Company fails to obtain UK-REIT status or remain qualified as a UK-REIT, its rental income/gains will be subject to UK taxation. 2.4 The Company’s UK-REIT status may restrict business consolidation and distribution opportunities In order to maintain its UK-REIT status if obtained, the Company must continue to satisfy certain conditions (see Part XI of this document). Complying with those conditions may mean that the Company is restricted with respect to any potential corporate or business restructure and any future distribution opportunities. 2.5 Risks associated with the tax structuring of investments The Company currently structures its property investments in each relevant country in a manner which, based on professional advice, seeks to optimise their respective tax position in those countries. The structures adopted are based on relevant laws and regulations in each relevant country and the interpretation of those laws and regulations. To the extent that the laws and regulations or interpretations of those laws and regulations change, or to the extent that the professional advice obtained is incorrect, the structures adopted may not be tax efficient and consequential tax charges could be significant and have a material adverse effect on the financial condition and results of operations of the Group. 2.6 Changes in taxation, law and regulation The levels of, and reliefs from, taxation may change, adversely affecting the financial prospects of the Group and/ or the returns to Shareholders. There may be changes in taxation, environmental, landlord and tenant and planning laws, and regulations may be introduced in the UK, Australia, Continental Europe, the Isle of Man and/or Jersey, which may have an adverse effect on the Group, its investments in the affected jurisdiction (if any) and/or the position of Shareholders and may reduce returns to Shareholders. Specifically, any change to the laws and regulations relating to the commercial property market in any country in which the Group invests, now or in the future, may have an adverse effect on the capital value of its property assets and/or the rental income arising from its property assets and other investments and may increase costs or otherwise limit the amount of income available for distribution by the Group. 2.7 Changes in tax laws or their interpretation could affect the financial condition, prospects and/or the level of dividends that the Group is able to pay The nature and amount of tax which members of the Group expect to pay and the reliefs expected to be available to any member of the Group are each dependent upon a number of assumptions, any one of which may change and which would therefore affect the nature and amount of tax payable and reliefs available. In particular, the nature

15 and amount of tax payable is dependent on the availability of relief under tax treaties in a number of jurisdictions and is subject to changes to the tax laws or practice in any other tax jurisdiction affecting any member of the Group. Any change in the terms of tax treaties or any changes in tax law, interpretation or practice could increase the amount of tax payable by members of the Group and could affect the value of the investments held by the Group or affect its ability to achieve its investment objective and alter the post-tax returns to Shareholders. The level of dividends the Group is able to pay would also be likely to be adversely affected. The Company invests in various jurisdictions through subsidiaries, not all of which are tax resident in the same jurisdiction as the investments they hold. It is intended that no member of the Group should have any permanent establishment outside the country in which it is tax resident. If any member of the Group were treated as having a permanent establishment, or as otherwise having a taxable presence, in any other country, income attributable to or effectively connected with such permanent establishment or taxable presence may be subject to tax in that other jurisdiction. The holding company structure for certain of the Group’s real estate interests means that the tax base cost of certain of the Group’s properties will be lower than their cost, which may have an adverse effect on the value realised upon disposal of those properties. Some of the Group’s real estate was acquired and some in the future may be acquired in the form of property holding companies. If the Group were to dispose of the direct real estate interests held by those companies, rather than the companies themselves, the tax base cost for calculation of the capital gains generated on disposal of the real estate may well be lower than the tax base cost of the property holding company, therefore increasing the capital gains tax liability for the Group on the disposal. There may be situations where, in order to dispose of a property, the Group is required to sell the underlying real estate rather than the holding company, thereby increasing its capital gains tax exposure. 2.8 The Group may incur additional compliance costs as a result of the Alternative Fund Managers Directive and future changes to the UK financial promotion regime Following adoption by EU member states, the European Directive on Alternative Investment Fund Managers (the “AIFM Directive”) came into force on 22 July 2013. In relation to the AIFM Directive, if the proposed conversion to a UK-REIT and the Acquisition is approved by Shareholders, the Company will become its own alternative investment fund manager (“AIFM”). The AIFM Directive imposes restrictions on the marketing of alternative investment funds (“AIF”), such as the Company, in the EU. Until 22 July 2014, the Company is able to make use of the AIFM Directive’s transitional provisions, which means that the requirements of the AIFM Directive will not apply to it prior to this date. Prior to the end of the transitional period, if the proposed conversion to a UK-REIT and the Acquisition is approved by Shareholders, the Company will need to notify the FCA that it intends to market itself as a Non-EU AIF in the UK and will be required to comply with certain disclosure requirements. In addition, when the Company has made this notification, it will be subject to certain requirements relating to the holding of shares in private limited companies and the action it takes in relation to those shares. As the AIFM Directive allows EU member states to impose stricter rules on Non-EU AIFMs that seek to market into their jurisdiction, other Member States may impose more rigorous compliance requirements on marketing by Non-EU AIFMs into their jurisdiction. This may give rise to increased regulatory costs and may restrict marketing by the Company into certain jurisdictions. The AIFM Directive provides that from 2018, the Commission may adopt a further delegated act which could alter the requirements for Non-EU AIFMs, such as the Company, marketing into the EU. This may lead to more rigorous regulatory requirements on the Company and may restrict the marketing of its securities into the EU, which, as a result, may limit the number of potential investors to whom the Company can market its securities. Also, on 1 January 2014, new FCA rules covering the promotion of “non-mainstream pooled investment” (“NMPI”) will come into force. To the extent that the Ordinary Shares in the Company fall within the scope of the NMPI definition and no exemption or waiver to the relevant rules applies or is granted by the FCA, this would likely reduce the number of potential investors to whom the Company could market Ordinary Shares.

3. RISKS RELATED TO THE RIFM ACQUISITION AGREEMENTS 3.1 Redefine Properties will own a significant percentage of the Ordinary Shares following completion of the RIFM Acquisition Agreements Immediately following completion of the Proposals, Redefine Properties will be interested in 36. 2 per cent of the issued share capital of the Company. The concentration of ownership may affect the market price and liquidity

16 of the Ordinary Shares. The concentration of ownership may also have the effect of preventing investors from influencing important decisions by the Company. The interests of Redefine Properties may not be the same as the interests of minority shareholders in the Company, and Redefine Properties may make decisions that may have a material adverse impact on an investment in the Ordinary Shares and on the business operations of the Group. Redefine Properties is the largest shareholder in the Company. Under the UK Listing Rules, the Company will, in certain circumstances be required to obtain Independent Shareholder approval prior to entering into any arrangements with Redefine Properties for so long as the Company’s Ordinary Shares remain admitted to the premium segment of the Official List and to trading on the London Stock Exchange’s main market for listed securities and Redefine Properties continues to be considered a Related Party under the UK Listing Rules.

4. RISKS RELATED TO THE ORDINARY SHARES 4.1 The Company’s ability to continue to pay dividends on Ordinary Shares will depend on the availability of funds and distributable reserves The Company intends to pay dividends to Shareholders, but it currently has no obligation to do so and there can be no assurances that the Company will be able to pay dividends in the future. Following conversion to a UK-REIT, whilst the Company will be obliged to distribute at least 90 per cent of its property rental profits, the amount of such distributions will depend on the Company’s earnings and financial condition from time to time. If greater amounts of funds than are currently anticipated are required for the purpose of the Company’s business, then fewer monies may be available to fund future dividend payments. As a holding company, the Company’s ability to pay dividends in the future is affected by a number of factors, principally in relation to yields on properties, interest costs and profits on sale of properties. In the event that the rental income of the property portfolio falls for whatever reason, including tenant defaults or property sales, the use of borrowings will increase the impact of such a fall on the Group’s net revenue and accordingly will have an adverse effect in the longer term on the Company’s ability to pay dividends to Shareholders. 4.2 The ability of Overseas Shareholders to bring actions or enforce judgments against the Company or its Directors may be limited The ability of an Overseas Shareholder to bring an action against the Company may be limited under law. The Company is a property investment company incorporated and registered in the Isle of Man. The rights of holders of Ordinary Shares are governed by Manx law and by the Company’s Memorandum and Articles of Association. These rights differ from the rights of shareholders in typical security review UK companies, US corporations and other corporations. A Shareholder may not be able to enforce a judgment against some or all of the Company’s Directors. Some of the Company’s Directors are not residents of the United Kingdom. It may not be possible for a Shareholder to effect service of process upon the Company’s Directors and executive officers within the Shareholder’s country of residence or to enforce against the Directors judgments of courts of the Shareholder’s country of residence based on civil liabilities under that country’s securities laws. There can be no assurance that a Shareholder will be able to enforce any judgments in civil and commercial matters or any judgements under the securities laws of countries other than the Isle of Man, the UK or countries other than those in which judgment is made. In addition, Manx or other courts may not impose civil liability on the Directors or executive officers in any original action based solely on foreign securities laws brought against the Company or its Directors in a court of competent jurisdiction in the Isle of Man, the UK or other countries. 4.3 The Company’s share price may fluctuate The market price of the Ordinary Shares could be subject to significant fluctuations due to a change in sentiment in the market regarding the Ordinary Shares. The fluctuations could result from national and global economic and financial conditions, the market’s response to the Proposals, the plans and proposals of the UK, US and other governments with respect to the current global economic situation, market perceptions as to the amount and timing of dividends the Company will be able to pay on the Ordinary Shares and various other facts and events, including liquidity of financial markets, regulatory changes affecting the Group’s operations, variations in the Group’s operating results, business developments of the Group and/or its competitors as well as other factors affecting the property market in relevant countries. Stock markets continue to experience significant price and volume fluctuations that have affected the market prices for the Company and the Company’s securities and may continue to affect the Company. Furthermore, the operating results and prospects from time to time may be below the expectations of market analysts and investors. Any of these events could result in a decline in the market price of the Ordinary Shares.

17 5. RISKS RELATED TO THE COMPANY’S BUSINESS 5.1 The difficult macroeconomic and property market conditions in many of the markets in which the Group will operate may have a negative impact on its business The Group operates in a highly competitive market for investment opportunities. Competition in the real estate market in the countries in which the Group invests may reduce investment opportunities, increase prices of real estate and affect occupancy and rental rates of the Group’s properties. Some competitors and potential competitors may have advantages over the Company, including greater name recognition, longer operating histories, pre- existing relationships with current or potential tenants, greater flexibility as to movement of clients between properties, greater financial, marketing and other resources and better access to capital, which would allow them to respond more quickly to new or changing opportunities. The Group competes for tenants for its properties with real estate investment funds, developers, owners and operators of commercial real estate businesses in the regions where the Group’s properties are located. If competitors offer property at rental rates below the rates charged to the Group’s tenants or below market rates, the Group may lose existing tenants and be unable to attract new tenants. If, as a result of competition or lack of demand, the Group is required to reduce rental rates or to offer more substantial rent abatements, tenant improvements, early termination rights or below-market renewal options to retain existing or to attract new tenants, the Group’s cash flow and operating results could be adversely affected. 5.2 Jointly controlled entities The Company participates in a number of jointly controlled entities. The Group does not have full control over such investments and so may be prevented from achieving its objectives. The Group’s jointly controlled entities involve the shared control of underlying assets with business partners, from whom approval must be sought for major decisions and in particular for the sale of a joint venture’s underlying assets. These business partners may have economic or business interests that are inconsistent with the objectives of the Group. If such approval is withheld, it may have a material adverse effect on the business, results of operations, financial condition and/or prospects of the Group. The business partners involved in the jointly controlled entities may become insolvent, potentially leaving the Group liable for its share of any liabilities relating to the relevant joint venture, and exposing the Group to a cross default risk in respect of other facilities. 5.3 Risks relating to the Company’s holding in listed property securities The Company’s investment policy permits the Company to invest in property securities (debt and/or equity securities) up to certain limits relative to the Group’s total assets, therefore, exposing it to risks relating to the holding of such listed property securities. These risks include, inter alia; market risks relating to the holding of securities on a listed exchange and changes in the market for or valuations of the properties underlying the investment; liquidity risk in that if a security is not actively traded it may have an impact on the price being paid or obtained; legal and regulatory risks relating to the jurisdiction of the investment or the specific rules of the exchange; manager risk in delegating control over the investment decisions and exposure to the underlying investment policy and strategy of the company in which the Group has invested; derivative risk in that derivatives can fail to move in line with the value of the underlying asset. The distributions or dividends received from these investments are subject to the approval of the relevant investee’s board and therefore it cannot be certain that distributions or dividends will be made by such investee companies.

18 PART III

IMPORTANT INFORMATION FORWARD-LOOKING STATEMENTS This document includes statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward- looking statements include all matters that are not historical facts. They appear in a number of places throughout this document and include, but are not limited to, statements regarding the Company’s and/or the Group’s intentions, beliefs or current expectations concerning, among other things, the Company’s and/or the Group’s business, results of operations, financial position, prospects, growth and strategies. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements are not guarantees of future performance and the actual results of the Company and/or the Group’s operations, financial position and the development of the markets and the industries in which the Group operates may differ materially from those described in, or suggested by, the forward-looking statements contained in this document. In addition, even if the Group’s results of operations and financial position and the development of the markets and the industries in which the Company and the Group currently operate, are consistent with the forward-looking statements contained in this document, those results or developments may not be indicative of results or developments in subsequent periods. A number of risks, uncertainties and other factors could cause results and developments to differ materially from those expressed or implied by the forward-looking statements including, without limitation: • materially adverse changes in economic or industry conditions generally or in the markets served by the Group; • changes in costs; and • other factors discussed in Part II: “Risk factors”, Part VII: “Operating and financial review on the Group” and Part VIII: “Historic financial information on the Company”. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this document reflect the Group’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group’s business, results of operations, financial condition, prospects, growth and strategies. Investors should specifically consider the factors identified in this document, which could cause actual results to differ, before making an investment decision. Subject to the requirements of the UK Listing Rules, the UK Prospectus Rules, Disclosure and Transparency Rules and the JSE Listings Requirements, the Company undertakes no obligation publicly to release the result of any revisions to any forward-looking statements in this document that may occur due to any change in the Company’s expectations or to reflect events or circumstances after the date of this document.

PRESENTATION OF FINANCIAL AND OTHER INFORMATION In this document, the terms “Group” and “the Company” refer to the Company and its consolidated subsidiaries. Subsidiaries are consolidated from the date on which control is transferred to the relevant group and cease to be consolidated from the date on which control is transferred from the Group. Control comprises the power to govern the financial and operating policies of the investee so as to obtain benefit from its activities and is achieved through direct or indirect ownership of voting rights; currently exercisable or convertible potential voting rights, or by way of contractual agreement. Unless otherwise indicated, financial information in this document has been prepared on the basis set out in Note 2.2 of the 31 August 2013 Consolidated Financial Statements on the Company in Part VIII: “Historical financial information on the Company”. The audited consolidated financial information contained in Part VIII: “Historical financial information on the Company” with respect to the Company for the years ended 31 August 2013, 31 August 2012 and 31 August 2011 has been prepared in accordance with IFRS as adopted by the European Union. Unless otherwise indicated, financial information set out below has been extracted without material adjustment from the financial information incorporated by reference in Part VIII: “Historical financial information on the Company”. The non-financial operating data included in this document has been extracted without material adjustment from the management records of the Group and is unaudited.

19 Certain figures contained in this document, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum of the numbers in a column or a row in tables contained in this document may not conform exactly to the total figure for that column or row.

CURRENCIES In this document references to “Australian Dollar” or “AUD” are to the lawful currency of the Commonwealth of Australia, references to “Euro”, “EUR” or “€” are to the single currency of those relevant adopting member states of the European Union, references to “Pounds Sterling”, “GBP”, “£”, “pence” or “p” are to the lawful currency of the United Kingdom, references to Manx pounds are to the lawful currency of the Isle of Man, references to “Swiss Franc” or “CHF” are to the lawful currency of the Swiss Confederation, and references to “Rand”, “R” or “ZAR” are to the lawful currency of the Republic of South Africa. Unless otherwise indicated, the financial information contained in this document has been expressed in Pounds Sterling. The functional currency of the Company is Pounds Sterling, as is the reporting currency of the Group. Transactions not already measured in Pounds Sterling have been translated into Pounds Sterling in accordance with the relevant provisions of IAS 21. On consolidation, income statements of subsidiaries for which Pounds Sterling are not the functional currency are translated into Pounds Sterling, the reporting currency for the Group, at average rates of exchange. Balance sheet items are translated into Pounds Sterling at period-end exchange rates. These translations should not be construed as representations that the relevant currency could be converted into Pounds Sterling at the rate indicated, at any other rate or at all. Indicative exchange rates of Pounds Sterling against the Euro, the Australian Dollar and the Swiss Franc comprising the average rate used for income statements and the specific date used for balance sheet information are shown below: Period Period-end Average Exchange rates of one Euro against one Pound Sterling as used by the Company are: Year ended 31 August 2013 1.172 1.198 Exchange rates of one Australian Dollar against one Pound Sterling as used by the Company are: Year ended 31 August 2013 1.738 1.568 Exchange rates of one Swiss Franc against one Pound Sterling as used by the Company are: Year ended 31 August 2013 1.441 1.461 Exchange rates of one Rand against one Pound Sterling as used by the Company are: Year ended 31 August 2013 15.884 14.304 In addition to these translations (the basis of which is described above), the basis of translation of foreign currency transactions and amounts contained in the financial information is set out in Part VIII: “Historical financial information on the Company”.

AVAILABLE INFORMATION The Company has agreed that, for so long as any of the Ordinary Shares are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Company will, during any period in which it is neither subject to section 13 or 15(d) of the U.S. Securities and Exchange Act of 1934, as amended (the “Exchange Act”), nor exempt from reporting under the Exchange Act pursuant to Rule 12g3-2(b) of that Act, make available to any holder or beneficial owner of such restricted securities or to any prospective purchaser of such restricted securities designated by such holder or beneficial owner, upon the request of such holder, beneficial owner or prospective purchaser, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

ENFORCEABILITY OF U.S. JUDGMENTS The Company is a holding company incorporated under the laws of the Isle of Man with business operations conducted through various subsidiaries. All of the Directors and officers of the Company reside outside the United States. In addition, substantially all of the assets of the Company, the Directors and the Company’s officers are located outside of the United States. As a result, it may not be possible for U.S. investors to effect service of process within the United States upon any of the Company, the Directors or officers of the Company located outside the United States or to enforce against them any judgments of U.S. courts, including judgments predicated upon the civil liability provisions of the U.S. federal securities laws or the securities laws of any state or territory within the United States.

NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY Neither the fact that a registration statement or an application for a licence has been filed under Chapter 421-B of the New Hampshire Revised Statutes (“RSA 421-B”) with the State of New Hampshire nor the fact that a security is effectively registered or a person is licensed in the State of New Hampshire constitutes a finding by the Secretary of State of the State of

20 New Hampshire that any document filed under RSA 421-B is true, complete and not misleading. Neither any such fact nor the fact that an exemption or exception is available for a security or a transaction means that the Secretary of State of the State of New Hampshire has passed in any way upon the merits or qualifications of, or recommended or given approval to, any person, security or transaction. It is unlawful to make, or cause to be made, to any prospective purchaser, customer or client any representation inconsistent with the provisions of this paragraph.

NOTICE TO INVESTORS IN GIBRALTAR The Company is not a “collective investment scheme” as defined under the Financial Services (Collective Investment Schemes) Act 2005 of Gibraltar. This document does not constitute an offer or invitation to the public in Gibraltar for the purchase of New Ordinary Shares. It is being made available to persons in Gibraltar to whom it is addressed for information purposes only and at their request. This document is for the sole use of these persons and will not be issued to any other person in Gibraltar. The Company is not approved or regulated in Gibraltar. This document does not purport to give investment advice. Each such person receiving this document represents by requesting a copy of the document that it will obtain such independent professional advice as it will deem appropriate.

NOTICE TO INVESTORS IN MAURITIUS New Ordinary Shares are not being offered to the public in Mauritius and the Company is not and does not intend to be registered as a “reporting issuer” under the Securities Act 2005 of Mauritius. Accordingly, this document has not been registered with the Mauritius Financial Services Commission (“FSC”). Securities are offered only: (i) by way of private placements only to the person to whom such offer has been made; and (ii) to persons in Mauritius meeting the criteria “sophisticated investors” as defined under the Securities Act 2005 of Mauritius. The Company has not been authorised (or recognised) and does not intend to seek authorisation (or recognition) with the FSC, and the FSC expresses no opinion as to the matters contained in this document as to the merits on an investment in the Company. There is no statutory compensation scheme in Mauritius in the event of the Company’s failure.

NOTICE TO INVESTORS IN SWITZERLAND This document does not constitute an issuance prospectus pursuant to Articles 652a or 1156 of the Swiss Code of Obligations and may not comply with the information standards required thereunder. The New Ordinary Shares will not be listed on the SIX Swiss Exchange and, consequently, the information presented in this document does not necessarily comply with the information standards set out in the relevant listing rules of the SIX Swiss Exchange. This document has not been and will not be authorised, and may not be able to be authorised, by the Swiss Financial Market Supervisory Authority FINMA under the Swiss Collective Investment Schemes Act (CISA). Therefore, investors do not benefit from protection under the CISA or supervision by the FINMA. The New Ordinary Shares may not be offered, distributed or sold, directly or indirectly, to the public in or from Switzerland as defined in Article 3 of the CISA, but only to qualified investors as defined in the CISA and its implementing ordinance CISO. This document does not constitute investment advice. It may only be used by those persons to whom it has been delivered by the Company and may neither be copied nor, directly or indirectly, distributed or made available to other persons without the express consent of the Company.

NOTICE TO INVESTORS IN JERSEY This document and the transactions contemplated by this document have not been approved or authorised by the Jersey Financial Services Commission. The Jersey Financial Services Commission has not consented to the, direct or indirect, distribution or circulation of this document or the transactions contemplated by this document. This document may not be publicly distributed or circulated, directly or indirectly, in Jersey. Neither LSP nor the Company will solicit directly or indirectly the public in the Island of Jersey in connection with the Proposals.

NOTICE TO INVESTORS IN GUERNSEY Any offer that is the subject of this document may only be made in or from within the Bailiwick of Guernsey either: (i) by persons licensed to do so under the Protection of Investors (Bailiwick of Guernsey) Law, 1987 (as amended) (the “POI Law”); or

21 (ii) to persons licensed under the POI Law or the Insurance Business (Bailiwick of Guernsey) Law, 2002 (as amended), or the Banking Supervision (Bailiwick of Guernsey) Law, 1994 (as amended), or the Regulation of Fiduciaries, Administration Businesses, and Company Directors, etc (Bailiwick of Guernsey) Law, 2000 (as amended), provided the offeror complies with the applicable requirements of the POI Law and all applicable guidance notes issued by the Guernsey Financial Services Commission. No regulatory approval has been sought to any offer in Guernsey and the Guernsey Financial Services Commission does not accept any responsibility for the financial soundness of or any representations made in connection with the Company.

NOTICE TO INVESTORS IN THE BRITISH VIRGIN ISLANDS The Company is not registered or recognised in the British Virgin Islands and as such shares of the Company may not be offered to individuals in the British Virgin Islands. However, shares may be offered to British Virgin Islands business companies (from outside the British Virgin Islands) without restriction. A British Virgin Islands business company is a company formed under or otherwise governed by the BVI Business Companies Act, 2004 (British Virgin Islands).

NOTICE TO INVESTORS IN THE REPUBLIC OF SOUTH AFRICA This document is not an offer to the public of Ordinary Shares or New Ordinary Shares as contemplated in the South African Companies Act, 2008, and, accordingly, has not been and will not be registered as a prospectus in terms of and in accordance with that Act.

REFERENCES TO DEFINED TERMS Certain terms used in this document, including certain capitalised terms and certain technical and other terms are defined in Part XVII: “Definitions and glossary of technical terms”.

22 PART IV

SHARE CAPITAL STATISTICS, EXPECTED TIMETABLE OF PRINCIPAL EVENTS AND ADMINISTRATION Number of Ordinary Shares in issue at the date of this document 1 057 157 691 CMC Consideration Shares • Number of New Ordinary Shares to be issued pursuant to the CMC Acquisition Agreement Approximately 19 635 340 (to be adjusted) • Number of New Ordinary Shares to be issued pursuant to the CMC Acquisition Agreement as a percentage of the Company’s current issued share capital 1.86% RIFM Consideration Shares • Number of new Ordinary Shares to be issued pursuant to the RIFM Acquisition Agreements 79 000 000 • Number of New Ordinary Shares to be issued pursuant to RIFM Acquisition Agreements as a percentage of the Company’s current issued share capital 7.47% Number of Ordinary Shares in issue immediately following completion of CMC Acquisition Agreement and RIFM Acquisition Agreements Approximately 1 155 793 031

EXPECTED TIMETABLE OF PRINCIPAL EVENTS Each of the times and dates set out below is indicative only and may be subject to change. Any changes will be announced on RNS and SENS . Event time/date 2013 Last date to trade in order to be on SA share register to receive this document 25 October Record date on the SA share register to be entitled to receive this document and Form 1 November of Proxy Despatch of this document and Forms of Proxy 6 November Last date to trade on the SA share register in order to be eligible to participate in and vote at 20 November the Extraordinary General Meeting Latest time and date for receipt of Forms of Proxy and electronic proxy appointments 9.30 a.m. (London time)/ (CREST Proxy Instructions) by Shareholders for the Extraordinary General Meeting 11:30 a.m. (SA time) on 27 November Record date for Shareholders on both the UK and SA share registers to be eligible to 27 November participate in and vote at the Extraordinary General Meeting Extraordinary General Meeting 9.30 a.m. (London time) on 29 November Announcement of the results of the Extraordinary General Meeting on 29 November Completion of conversion to Isle of Man Companies Act 2006 company 2 December Adoption of new Articles of Association of the Company 2 December Conversion of the Company to UK-REIT status 3 December Admission and commencement of dealings in the RIFM Consideraton Shares fully paid 8.00 a.m. (London time) and up on the premium segment of the main market of the London Stock Exchange and on 9:00 a.m. (SA time) on the JSE with the JSE share code: RPL and ISIN: IM00B8BV8G91 6 December Accounts of RIFM Sellers at CSDP or broker updated with RIFM Consideration Shares in As soon as is practicable after respect of Demateriali sed Shareholders 9:00 a.m. (SA time) on 6 December Admission and commencement of dealings in the CMC Consideraton Shares fully paid 8.00 a.m. (London time) and up on the premium segment of the main market of the London Stock Exchange and on 9:00 a.m. (SA time) on the JSE with the JSE share code: RPL and ISIN: IM00B8BV8G91 6 December Accounts of CMC Sellers at CSDP or broker updated with CMC Consideration Shares in As soon as is practicable after respect of Dematerialised Shareholders 9:00 a.m. (SA time) on 6 December

General notes: 1. Reference to times in this document are to London time unless otherwise stated. 2. The times and dates set out in the expected timetable of principal events above and mentioned throughout this document may be adjusted by the Company, in which event details of the new times and dates will be notified to the UK Listing Authority, the London Stock Exchange, the JSE and, where appropriate, to Shareholders.

23 DIRECTORS, SECRETARY, REGISTERED OFFICE, HEAD OFFICE AND ADVISERS Directors Gregory Allison Clarke (Chairman, Non-executive Director) Ita Mary McArdle (Non-executive Director) Richard Marcus Melhuish (Non-executive Director) Robert Mark Taylor (Non-executive Director) Gavin Robert Tipper (Non-executive Director) Michael James Wills Farrow (Non-executive Director) Stewart Shaw-Taylor (Non-executive Director) Marc Wainer (Non-executive Director) Michael John Watters (currently non-executive Director and proposed Chief Executive Officer) Proposed Director Andrew Rowell Company Secretary Anne Couper Woods Proposed Company Secretary Lisa Hibberd Registered office and principal place of business Top Floor 14 Athol Street Douglas Isle of Man IM1 1JA Tel: +44 1624 689589 Investment adviser Redefine International Property Management Limited 2nd Floor 30 Charles II Street London SW1Y 4AE Tel: +44 (0) 20 7811 0100 Joint UK sponsor, joint financial advisers and Investec Bank plc Joint broker 2 Gresham Street London EC2V 7QP Joint UK sponsor, joint financial advisers and Peel Hunt LLP Joint broker Moor House 120 London Wall London EC2Y 5ET JSE sponsor and South African corporate adviser Java Capital Redefine Place 2 Arnold Road Rosebank, 2196 Johannesburg South Africa Isle of Man administrator IQE Limited Top Floor 14 Athol Street Douglas Isle of Man IM1 1JA Isle of Man advocates to the Company Simcocks Advocates Limited Ridgeway House Ridgeway Street Douglas Isle of Man IM99 1PY Legal advisers to the Company as to English law Pinsent Masons LLP 30 Crown Place London EC2A 4ES

24 Auditors to the Company KPMG 1 Harbourmaster Place IFSC Dublin 1 Ireland Reporting accountants to the Company KPMG 1 Stokes Place St. Stephen’s Green Dublin 1 Ireland Registrar for the Company in the UK Capita Registrars (Isle of Man) Limited (trading as Capita Asset Services) Clinch’s House Lord Street Isle of Man IM99 1RZ South African transfer secretaries Computershare Investor Services (Proprietary) Limited Ground Floor 70 Marshall Street Johannesburg, 2001 South Africa UK valuers Jones Lang LaSalle 22 Hanover Square London W1S 1JA Savills Advisory Services Limited 33 Margaret Street London W1G 0JD DTZ Debenham Tie Leung Limited 125 Old Broad Street London EC2N 1AR Hotel valuers Savills Advisory Services Limited 33 Margaret Street London W1G 0JD Jersey valuers BNP Paribas Real Estate (Jersey) Limited 3rd Floor Dialogue House 2 – 6 Anley Street Jersey JE4 8RD Continental Europe valuers Savills Advisory Services GmbH Amtsgericht Frankfurt HRB 13392 Schlicht Und Kollegen Axdorferfeld 140 83278 Traunstein DTZ Debenham Tie Leung Limited 125 Old Broad Street London EC2N 1AR

25 PART V

LETTER FROM THE CHAIRMAN OF THE COMPANY

REDEFINE INTERNATIONAL P.L.C. (Incorporated in the Isle of Man with registered number 111198C)

Gregory Allison Clarke (Chairman, Non-executive Director)* Registered Office: Michael James Wills Farrow (Non-executive Director)* Top Floor Ita Mary McArdle (Non-executive Director)* 14 Athol Street Richard Marcus Melhuish (Non-executive Director)* Douglas Stewart Shaw-Taylor (Non-executive Director)* Isle of Man Gavin Robert Tipper (Non-executive Director)* IM1 1JA Robert Mark Taylor (Non-executive Director)* Marc Wainer (Non-executive Director) Michael John Watters (currently Non-executive Director and proposed Chief Executive Officer) *Independent Directors

6 November 2013

Dear Shareholder,

Election by the Company for UK-REIT status, acquisition of Redefine International Fund Managers Limited, waiver of the provisions of Rule 9.1 of the UK Takeover Code, re-registration of the Company under the Isle of Man Companies Act 2006 and all related matters. Notice of Extraordinary General Meeting

1. INTRODUCTION The Board of Redefine International announced today the following Proposals: (a) the election for UK-REIT status and to undertake a number of proposals to enable it to do so; (b) the Internalisation of the management of the Group, by way of the Acquisition; (c) the approval of the Acquisition as a related party transaction under the UK Listing Rules and associated waiver required in connection with the issue of the RIFM Consideration Shares; (d) the appointment of Andrew Rowell as a new Director of the Company; (e) the creation of the new Share Plans and associated authorities to permit the issue of Ordinary Shares under such Share Plans; (f) the re-registration of the Company as a company incorporated under the Isle of Man Companies Act 2006 (as amended); and (g) the adoption of new Articles of Association of the Company in connection with the conversion of the Company into a UK-REIT, to incorporate necessary provisions to allow the Directors to implement and operate the Share Plans, to update the Articles to ensure compliance with the Isle of Man Companies Act 2006 (as amended), and to ensure compliance with the JSE Listings Requirements. The purpose of this document, comprising a Prospectus and circular containing a notice of the Extraordinary General Meeting, is to explain the background to and rationale for each of the Proposals and why your Board believes that

26 proceeding with the Proposals is in the best interests of Shareholders as a whole and, accordingly, why the Directors unanimously recommend that you vote in favour of Resolutions 3 to 10 and why the Independent Directors unanimously recommend that you vote in favour of Resolutions 1 and 2, in each case at the Extraordinary General Meeting, details of which are set out in the Notice of Extraordinary General Meeting in Part XVIII of this document. Following the issue of this Prospectus approximately 19 635 340 Ordinary Shares at an effective price of 40 pence per share, to be adjusted pursuant to the Sterling:Euro exchange rate on 29 November 2013, being the CMC Consideration Shares, are to be issued by the Company on or before 6 December 2013 pursuant to the CMC Acquisition Agreement. In addition, if the Proposals are approved by Shareholders at the EGM, and subject to the satisfaction of certain conditions in connection with the Acquisition, including inter alia the prior approval of the SARB to completion of the sale by Redefine Properties of its interest in RIFM, 79 000 000 Ordinary Shares being the RIFM Consideration Shares, are to be issued on or before 6 December 2013 pursuant to the RIFM Acquisition Agreements. Application will be made to the UK Listing Authority, to the London Stock Exchange and the JSE for the CMC Consideration Shares and the RIFM Consideration Shares to be admitted to the premium segment of the Official List, to trading on the London Stock Exchange’s main market for listed securities and the JSE’s Main Board, respectively. It is expected that Admission will become effective, and that dealings on the London Stock Exchange and the JSE in the CMC Consideration Shares and (subject to satisfaction of the conditions to the RIFM Acquisition Agreements by 2 December 2013) the RIFM Consideration Shares will commence at 8.00 a.m. (London time) and 9:00 a.m. (SA time) on 6 December 2013. Further details on the transaction are set out in paragraph 4 of this Part V.

2. INFORMATION ON THE COMPANY The Company, which is not regulated or authorised in any jurisdiction, is an Isle of Man registered property investment company with an existing portfolio of investments geographically diversified across the UK, Germany, Switzerland, the Channel Islands, the Netherlands and Australia, providing exposure to the retail, office, industrial and hotel sectors. The Company completed the Reverse Takeover of RIHL (then called Redefine International plc), an AIM listed company, on 23 August 2011 and the enlarged Group was admitted to trading on the main market for listed securities of the London Stock Exchange on that date. On 28 October 2013 the Company’s Ordinary Shares then in issue were admitted to trading on the JSE by way of secondary listing. Following the secondary listing, on 4 November 2013, the then majority shareholder of the Company, Redefine Properties International, completed the unbundling of its entire holding of Ordinary Shares to its linked unitholders. As a result, Redefine Properties, which is listed on the JSE and which has a market capitalisation of approximately £ 1.8 billion, became the largest Shareholder in the Company, with a 33 per cent shareholding. The Company is a diversified, income focused property investment company owning 139 properties in the UK and Continental Europe totalling 448 572 square metres, valued by external valuers at £ 828 million as at 31 August 20131. The Company also owns a 13.7 per cent interest in ASX-listed Cromwell, with a market value of approximately £ 138.9 million as at 31 August 2013 (based on an exchange rate of £1: 1.738 AUD). For the financial year to 31 August 2013, the Group reported an annual rental income of £51.4 million, profit from operations of £89.5 million, profit before tax of £67.2 million, total assets of £ 1.06 billion, total liabilities of £752.2 million and total equity of £299.8 million. The Company’s market capitalisation is approximately £510 million as at 5 November 2013, being the last practicable date prior to the date of this document. The Company is currently advised on an exclusive basis by the Investment Adviser. Redefine Properties indirectly owns a 90 per cent shareholding in the Investment Adviser. The Investment Adviser’s management team has considerable expertise in property and structured finance. Under the Proposals, the Company is seeking to Internalise this management function pursuant to the Acquisition, which will also constitute a Related Party Transaction under the UK Listing Rules. Further details on RIFM and on the Acquisition are set out in paragraph 4 of this Part V.

3. PROPOSED CONVERSION INTO A UK-REIT 3.1 Election for UK-REIT status Background The Company has previously announced its intention to convert to a UK-REIT as the Board believes the advantages afforded by the recently enacted legislation, in particular the removal of the 2 per cent gross asset conversion charge, provides an efficient method for the Group to convert to a transparent and tax efficient regime. The REIT regime is the preferred structure for both UK and international real estate investors and will assist the Company with providing access to a broader range of investors.

1 Figures include the Group's share of jointly controlled entities and excluding Weston Favell.

27 The first significant changes since the introduction of the UK-REIT regime in 2007 was enacted in July 2012, when the Finance Bill 2012 received Royal Assent. By converting to UK-REIT status, the Group will no longer pay UK direct tax on profits and gains from its qualifying property rental business in the UK, provided it meets certain conditions. This removal of tax at the company level enables investors to be taxed broadly as though they held the property directly. The taxation of the Group’s non-UK assets will remain unchanged, subject to changes in relevant jurisdictions, tax legislation or policy. Other profits and gains arising on UK assets of the Group will be subject to UK corporation tax. The Company is not currently eligible for Group UK-REIT status because it is not resident for tax purposes solely in the UK. However, subject to obtaining the approval of Shareholders by virtue of Resolution 3 (which incorporates a resolution to adopt the New Articles, thereby permitting the Company to apply for UK-REIT status), the Company intends to alter its tax residency in order to become UK tax resident and satisfy the requirements of the UK-REIT legislation, and review the composition of the Board. The Company will, following its conversion to a UK-REIT, be required to annually distribute at least 90 per cent of the income profits of its UK property rental business each year to Shareholders. As the Company’s focus is primarily on income-bearing assets, the Company’s business model is well-suited to the UK-REIT regime. The Board believes that providing this level of distribution, which is consistent with the existing dividend policy will be beneficial for Shareholders as a whole and assist in attracting potential new investors.

3.2 Implications of UK-REIT status for the Company Tax implications The Board’s current intention is for the Company to elect for UK-REIT status with effect from 3 December 2013. By converting to a UK-REIT, members of the Group will no longer pay UK direct tax on the profits and gains from their qualifying property rental businesses in the UK and elsewhere, provided that they meet certain conditions. Non-qualifying profits and gains of the Group will, broadly, be subject to corporation tax. Non-qualifying gains will include gains arising to UK resident companies from the sale of shares in property-owning subsidiary companies. Business implications There are a number of conditions that need to be satisfied by the Group for it to qualify as a UK-REIT and to maintain that status. These conditions are described in more detail in Part XI. Such conditions include the “balance of business” conditions which broadly require that at least 75 per cent of the Group’s profits and assets should relate to the Property Rental Business. It is currently expected that the Group will satisfy the “balance of business” conditions and should not need to change its business model to continue to satisfy those requirements. In addition to the conditions, there are various restrictions under the UK-REIT regime which, if not complied with, will result in additional tax charges on the Group. One of these restrictions is the “profit: financing-cost ratio”, which has the indirect effect of limiting the amount of debt that can be borrowed by the Property Rental Business. Dividend policy If the Group converts to a UK-REIT it will need to comply with the UK-REIT regime’s distribution condition, such that a minimum of 90 per cent of the income profits of the Property Rental Business (as calculated, broadly, for tax purposes) are distributed within 12 months of the end of each accounting period.

3.3 Implications of UK-REIT status for Shareholders The conversion of the Group into a UK-REIT will affect Shareholders’ tax position in respect of the receipt of dividends paid under the UK-REIT regime. If conversion occurs as intended, the first distribution that the Company could make under the UK-REIT regime would relate to profits for the period 3 December 2013 to 28 February 2014. The amount and payment date of any such distribution will be announced with the interim results for the six months ended 28 February 2014. Information relating to the tax implications for certain Shareholders after entry into the UK-REIT regime can be found in Part XII of this document. The implications can vary from Shareholder to Shareholder, and, therefore, if Shareholders are in any doubt about their tax position, they should seek taxation advice specific to their personal circumstances. It is important to note that there is no guarantee that the Group will continue to meet all the ongoing compliance requirements of the UK-REIT rules. However, it is currently the Board’s intention that the Group’s operations will be managed to ensure compliance with the UK-REIT legislation. HMRC may require the Group to exit the UK-REIT regime if:

28 • it regards a breach of the “balance of business” conditions, a breach of the distribution conditions, failure to satisfy the conditions relating to the Property Rental Business, or an attempt by any member of the Group to avoid tax, as sufficiently serious; • the Group has committed a certain number of minor or inadvertent breaches in a specified period; or • HMRC has given a member of the Group at least two notices in relation to the avoidance of tax within a 10-year period. In addition, if the conditions for UK-REIT status relating to the share capital of the Company and the prohibition on entering into loans with abnormal returns are breached or the Company ceases to be UK resident, becomes dual resident or becomes an open-ended company, ceases to be listed (unless caused by a takeover by another UK- REIT) or (in certain circumstances) ceases to fulfil the close company condition, the Group will automatically lose UK-REIT status. Where the Group is required to leave the UK-REIT regime within ten years of joining, HMRC has wide powers to direct how it is to be taxed, including in relation to the date on which the Group is to be treated as exiting the UK-REIT regime. The Company’s UK-REIT status may restrict business consolidation and distribution opportunities if the Company wishes to continue to meet the “balance of business” condition. Subject to there being no material adverse change in the UK-REIT legislation, the Company will not voluntarily leave the UK-REIT regime and will at all times use all reasonable endeavours to cure any rule breaches of the UK-REIT legislation that may occur unless the Board decides otherwise (acting at all times in good faith and in the best interests of the Company). The proposed conversion to a UK-REIT will result in a change in the Company’s tax status which will be achieved by the Company notifying HMRC of its conversion to a UK-REIT. Such change in status will have tax consequences for the Company and its Shareholders but the Ordinary Shares will continue to be listed on both the main list of the London Stock Exchange and the Johannesburg Stock Exchange. Under the UK-REIT regime, a tax charge may be levied on the Company if the Company makes a distribution to a company which is beneficially entitled (directly or indirectly) to 10 per cent or more of the shares or dividends of the Company or controls (directly or indirectly) 10 per cent or more of the voting rights of the Company unless the Company has taken reasonable steps to avoid such a distribution being paid. The amendments proposed to be made to the Company’s Articles are intended to give the Board the powers it needs to demonstrate to HMRC that such “reasonable steps” have been taken by the Company. This proposal is consistent with the guidance published by HMRC. Details of the amendments to the current Articles are set out in Part XIV of this document and details of the tax implications for certain Shareholders are set out in Part XII of this document. If Shareholders approve Resolutions 1 and 2, which approve the Internalisation (subject to the satisfaction of certain conditions in connection with the Acquisition, including inter alia the prior approval of SARB to completion of the sale by Redefine Properties of its interest in RIFM) and Resolution 3, which includes the adoption of the New Articles to comply with both 2006 Act status and UK-REIT status, then the Company will give notice to HMRC for the Company and the other members of the Group to become a group UK-REIT. Application for UK-REIT status is conditional upon Shareholder approval being granted to the amendments required to be made to the current Articles (by means of the approval and adoption of the New Articles). As part of altering its residency to the United Kingdom, if Shareholders approve Resolution 4, then the Proposed Director will be appointed to the Board as an executive Director.

4. BACKGROUND TO AND REASONS FOR RIFM ACQUISITION 4.1 Introduction The Group has been provided to date with investment and property management services by RIFM and certain of its subsidiaries (including RIPML), each of which have highly experienced management teams. As part of the Proposals it is intended that the Group’s external property advice and management function is brought within the Group by way of the Acquisition. Michael Watters (a Director), Andrew Rowell (a Proposed Director), Stephen Oakenfull and Stephen Carlin (each being directors of certain subsidiaries of the Company) are also indirectly RIFM Sellers and will, therefore, benefit from the Acquisition in that the RIFM Sellers will exchange their shares in RIFM in return for RIFM Consideration Shares. In order to implement the Acquisition, the RIFM Sellers will transfer all of the shares held by them in RIFM to the Company in consideration for the issue of the RIFM Consideration Shares in accordance with the terms of the RIFM Acquisition Agreements. The Acquisition is conditional, amongst other things, on Resolutions 1 and 2 being passed by the Shareholders at the Extraordinary General Meeting and the prior approval of SARB to completion of the sale of Redefine Properties' interest in RIFM . Such approval request was submitted to the SARB by Redefine Properties on 29 October 2013.

29 The Investment Adviser’s Agreement will terminate on completion of the RIFM Acquisition Agreements. Further details of the terms of the RIFM Acquisition Agreements and the various conditions to which they are subject to are set out in paragraph 4.6 of this Part V of this document. The terms of the Acquisition have been considered by the Independent Directors. Michael Watters is interested in the Acquisition and is considered a “related party” for the purposes of the UK Listing Rules and, therefore, not independent for this purpose. A separate Resolution will be proposed at the EGM to approve the Acquisition as a Related Party Transaction. Please see paragraph 5 below of this Part V for further details.

4.2 Details of RIFM RIFM is a management holding company, resident in the British Virgin Islands with a number of operating subsidiaries which perform services for the Company, its jointly controlled entities and minority interests associated with the Group. In addition, RIFM owns a 33 per cent shareholding in RBDL. RIFM

100% 100% 100% 90% 33 %

RIPML* RIGS RRM* RIFME RBDL

* Held through an intermediate company Redefine International Fund Managers Europe Limited (“RIFME”) The assets and day-to-day management of the continental European property aspects of the Group’s business are undertaken by RIFME. There are no assets managed by RIFME which are not at least part owned by the Company. Fees are generated by Redefine International assets with external fees coming from minority co-investers and/or joint venture partners. The European manager is a 90 per cent owned subsidiary of RIFM, with the remaining 10 per cent held by Peter Katz who will become a full time employee of the Company on completion of the Internalisation. Redefine International Group Services Limited (“RIGS”) All Group services, except for the limited administration services provided by IQE Limited and other local oversees administrators, are provided by RIGS, as the Group services manager. These include, inter alia, accounting and tax, audit, annual reports, secretarial duties, human resources and payroll, information technology, treasury and corporate governance. The Group services manager does not provide any advisory services to any other parties, save for services rendered to minority co-investors and/or joint venture partners. The Group services manager is a wholly owned subsidiary of RIFM. Redefine Retail Management Limited (“RRM”) RRM, a wholly owned subsidiary of RIFM, provides a full technical and operational service to properties within the Group’s retail portfolio on behalf of its retail tenants, paid for by the tenants’ service charge. It employs all staff associated with the shopping centres owned by the Group, from the centre managers to security and cleaning staff. RRM works in association with rental collection agents to ensure the Group’s shopping centres are run to high professional standards. Its role includes all marketing, commercialisation, public relations and customer support functions. Redefine International Property Managers Limited (“RIPML”) RIPML, a wholly owned subsidiary of RIFM, provides investment and property advisory services to the Company and certain other administrative services to the Group on an exclusive basis. Redefine BDL Hotel Group Limited (“RBDL”) RBDL manages over 60 branded and independent hotels, representing approximately 6 700 rooms in the United Kingdom, Liberia and South Africa. With operations offices located in London and Glasgow, RBDL’s key objective is to operate owners’ hotels to best practice, by dedicating the required management resources and utilising centralised systems and processes to deliver overhead savings. RBDL manages hotel assets through both management contracts and long-term leases. The senior management team has experience in operating franchised hotels in many different parts of the world. RBDL operates the Redefine International hotel property portfolio on a long-term lease. RBDL is 33 per cent owned by RIFM, with other shareholders owning the remaining 67 per cent of the equity.

30 RBDL is managed by Helder Perreira, further details of whom can be found in Part XV of this document.

4.3 Description of fee income earned by RIFM Investment Advisers Agreement with RIPML In return for the provision of services, the Company currently pays an asset management fee to RIPML of 0.5 per cent on the aggregate gross value of the Group’s assets (including cash) and a commission of 0.75 per cent in respect of sales and acquisitions, or 1 per cent where a joint agency is appointed or incurs sub-agent costs and fees. RIPML also receives a fee of 1 per cent of the rents on properties which it is directly responsible for managing; currently this is all the non-retail UK properties of the Group. RIPML is, in respect of any multi-let retail property within the Company’s portfolio, entitled to receive a fee equal to 3 per cent of the annual rents of such multi-let retail property. The Company also pays to RIPML an incentive fee calculated on a three-year rolling basis and payable in Ordinary Shares under the RIPML Incentive Scheme. The first three-year period incentive fee is equal to 20 per cent of the total shareholder returns in excess of 12 per cent per annum and the incentive fee for all subsequent three year periods is equal to 20 per cent of the total shareholder returns in excess of 10 per cent per annum subject to a clawback in respect of periods already covered by this incentive fee. Further details in relation to Investment Adviser’s Agreement are detailed in paragraph 22.18 of Part XV. The Investment Advisers’ Agreement will terminate on completion of the Acquisition and, accordingly, the fees described above will cease to be payable by the Company following the Internalisation. Management fee income earned from minority shareholders in the Company’s joint ownership arrangements RIFM, through its various subsidiaries, charges management fees to third party investors in respect of investment, property advisory and administrative services provided in respect of their investments. Fees are typically negotiated on a case by case basis, but broadly reflect terms consistent with those charged under the Investment Adviser’s Agreement. Management fee income from RBDL Fees are earned by RBDL by way of management contracts which are typically in line with international standard practice. Fees are negotiated on a contract by contract basis but are generally in the order of 3 per cent of turnover of the relevant hotel. In addition to base management fees, exit fees and incentives fees are negotiated on a contract by contract basis. Incentive fees are typically a percentage of gross operating profit, EBITDA or net income subject to applicable hurdle rates. Capital raising fees RIFM has historically acted as an agent, together with the Company’s corporate brokers, to raise equity capital on behalf of the Company. The appointment of RIFM as agent to the Company has taken place on market related terms. Fees in respect of previous capital raisings have been between 2.0 per cent and 2.5 per cent of the gross proceeds payable to the Company from investors introduced by RIFM.

4.4 RIFM – summary of unaudited gross revenues (£'000) Investment Advisory Unaudited gross revenue for the Agreement with JV Partners and 12 months to August 2013 RIPML minority shareholders RBDL* Total Investment advisory 3 796 777 1 238 5 811 Property management 606 – – 606 Acquisition and sales 1 808 138 157 2 103 Capital raising fees 898 – – 898 Total 7 108 915 1 395 9 418

*Assumes 33 per cent ownership of RBDL. Notes: 1. The fees payable to RIPML pursuant to the Investment Adviser’s Agreement currently represent administration costs to the Company. Following completion of the Acquisition and the termination of the Investment Adviser’s Agreement, these fees will no longer be charged to the Company. 2. Note that the Company will assume the staff and operating costs of RIFM on completion of the Acquisition. 3. Following the Acquisition, revenues received from joint venture partners, minority shareholders and RBDL will be reflected as income to the Company.

31 Incentive fee The Acquisition will result in the current Investment Adviser’s Agreement being terminated and consequently RIPML foregoing potential future incentive fees. Based on the terms of the Investment Adviser’s Agreement, and in particular the incentive fee provisions (details of which are set out in paragraph 22.18 of Part XV), the Company currently anticipates that RIPML will be entitled to receive an incentive fee (“Incentive Fee”) payment in the order of £ 6. 43 million for the three-year rolling period ending 31 August 2014. This Incentive Fee is represented on the balance sheet for the year ended 31 August 2013 as £ 6.43 million, which will be reversed on completion of the Internalisation. The estimate of the Incentive Fee reflects the current Total Shareholder Returns of 47.2 per cent for the three-year period starting on 1 September 2011 against the hurdle rate of 10.0 per cent per annum. The Acquisition The consideration for the proposed Acquisition of RIFM is to be satisfied through the issue of the RIFM Consideration Shares. This consideration can be viewed as being in respect of: • all fees payable in connection with the Investment Adviser’s Agreement, including any performance fees; • joint venture/third party management fee income to be received; and • the acquisition of 33 per cent of RBDL. The Directors expect that the Acquisition will be at least earnings per share neutral in the first year following completion of the Acquisition and expect it to be earnings enhancing going forward.

4.5 Benefits of the Acquisition The Independent Directors expect a reduction in the Group’s ongoing administrative costs. Subject to Shareholders approving the Acquisition, the Company will take-on the Investment Adviser’s existing management and overhead costs which are anticipated to result in a lower ongoing administrative cost to the Company, when compared to the fees payable pursuant to the current Investment Adviser’s Agreement. In addition, the Independent Directors expect that the Internalisation of management will be more efficient in the longer term given the anticipated growth in the Group’s portfolio value. This benefit accrues from delinking the Company’s administrative costs from the gross asset value and the size of the portfolio generally in favour of a reliance on relative total shareholder return. The Independent Directors also consider the other key benefits of the Acquisition to be as follows: • Acquisition by the Group of a fully operational management platform. • Assumption of a high quality management team who have a unique and valuable understanding of the assets. • No n-reliance on a third party asset manager and a separate non-executive board. • More transparent management structure. • Potential for higher rating/reduced cost of capital. • Removal of potential or perceived conflicts of interest. • Opportunities to derive income from third party asset management. • Investment in the business of RBDL and an interest in its cash flows.

4.6 Terms of the Acquisition On 6 November 2013 the Company and the RIFM Sellers entered into the RIFM Acquisition Agreements pursuant to which the Company has agreed to acquire the entire issued share capital of RIFM in consideration of an issue of New Ordinary Shares in the Company. The consideration payable by the Company under the RIFM Acquisition Agreements is to be satisfied by the issue of a total of 79 000 000 New Ordinary Shares, being the RIFM Consideration Shares, to the RIFM Sellers. The RIFM Consideration Shares are being apportioned between the RIFM Sellers as follows: Number of Number of ordinary shares RIFM Consideration Name held in RIFM Shares to be issued Redefine Properties Limited 36 810 69 300 000 Corovest Offshore Limited 4 090 9 700 000 Total 40 900 79 000 000

32 Pursuant to the RIFM Acquisition Agreements, each of which is conditional upon the other and, inter alia, upon the approval of the SARB to completion of the sale by Redefine Properties of its interest in RIFM, the Company will acquire the entire issued share capital of RIFM. Such request for approval was submitted to the SARB by Redefine Properties on 29 October 2013. In addition, and in order to ensure compliance with certain UK-REIT requirements relating to “balance of business”, the RIFM Sellers are to ensure that upon completion of the RIFM Acquisition Agreements, RIFM owns no more and no less than 33 per cent of RBDL, being its equity interest in RBDL at the date of the RIFML Acquisition Agreements. Further details of the RIFM Acquisition Agreements are set out in paragraph 22.3 of Part XV of this document.

4.7 Consequences of the Acquisition not proceeding If Resolutions 1 and 2 are not passed by Shareholders, and/or the approval of the SARB to completion of the sale by Redefine Properties of its interest in RIFM is not obtained by a longstop date of 9 December 2013, or such other date as the parties otherwise agree, the Acquisition will not proceed and the Group’s management functions will not be internalised. The conversion of the Company to a 2006 Act company and election for UK-REIT status may still be implemented, provided that the Shareholders pass Resolution 3 and all other requisite conditions are satisfied relating to such Proposals. If the Acquisition does not proceed but the Proposals to convert to a 2006 Act company and election for UK-REIT status do, this will have a number of consequential effects including the following: (i) the Group will continue with the Investment Adviser as its external property adviser under the terms of the Investment Adviser’s Agreement (details of which are contained in paragraph 22.18 in Part XV of this document); (ii) the RIFM Acquisition Agreements will lapse and cease to have effect; (iii) the RIFM Consideration Shares that would have been issued to the RIFM Sellers pursuant to the RIFM Acquisition Agreements will not be issued; (iv) Michael Watters will continue to serve as a non-executive Director of the Company instead of becoming an executive Director and Andrew Rowell will not be appointed as a Director ; and (v) the Share Plans will not be accepted. This document should be read and construed accordingly. 4.8 Accounting treatment of the Acquisition The following will apply to the accounting treatment in respect of the Acquisition: (a) The value attributed to the element relating to the Investment Adviser’s Agreement (effectively the “cancellation fee” payable) will be treated as a payment to avoid making future payments under the contract and will therefore be written off fully in the income statement. (b) The value attributed to the third party asset management fees will be amortised over the remaining period of the contracts/expected asset management term. (c) The investment will be deemed to be an associate and as such it will be measured at cost. This will be subsequently increased or decreased for the Group’s share of the profit or loss of the associate and adjusted for any dividends received.

5. RELATED PARTY TRANSACTION The proposed Acquisition is classified under the UK Listing Rules as a “related party transaction” as the RIFM Sellers are classified as a “related party” under the UK Listing Rules: Michael Watters, Andrew Rowell, Stephen Oakenfull and Stephen Carlin are also classified as “related parties”. Redefine Properties, which owns 90 per cent of the issued share capital of RIFM, is a related party due to it being a substantial shareholder of the Company under the UK Listing Rules by virtue of its holding of more than 10 per cent of the Company’s Existing Ordinary Shares. Corovest Offshore, which owns the remaining 10 per cent of the issued share capital of RIFM, is a related party due to it being an associate of Michael Watters (who is a related party by virtue of his directorship of the Company), Andrew Rowell, Stephen Oakenfull and Stephen Carlin (who are related parties by virtue of their being a director of one or more subsidiaries of the Company) and such individuals collectively owning over 30 per cent of the issued share capital of Corovest Offshore. Consequently, the proposed RIFM Acquisition Agreements are conditional upon, and must be approved by, the Independent Shareholders before they are completed. Accordingly, the approval of the Independent Shareholders will be sought at an Extraordinary General Meeting to be held on 29 November 2013. The Notice convening the Extraordinary General Meeting is set out at the end of this document. Each of the related parties will not vote on the Shareholders’ resolution relating to the RIFM Acquisition Agreements and have undertaken to take all reasonable steps to ensure that their associates will not vote on such Resolution, in each case to be proposed at the EGM.

33 The Board, having been advised by Investec and Peel Hunt, considers that terms of the Related Party Transaction, described above and described in more detail in paragraph 4 of this Part V of this document, to be fair and reasonable insofar as the Shareholders as a whole are concerned. In providing financial advice to the Board, each of Investec and Peel Hunt have taken account of the Board’s commercial assessment of the related party transaction. Neither of Marc Wainer nor Michael Watters have taken part in the Board’s consideration of the Related Party Transaction.

6. WAIVER OF OBLIGATION UNDER RULE 9.1 OF THE UK TAKEOVER CODE The issue of New Ordinary Shares pursuant to the RIFM Acquisition Agreements gives rise to certain considerations under the UK Takeover Code. The purpose of the UK Takeover Code is to supervise and regulate takeovers and other matters to which it applies. The UK Takeover Code is issued and administered by the Takeover Panel. On the basis that the Company’s place of central management and its registered offices are in the Isle of Man and its shares are admitted to trading on a regulated market in the UK, it is a company to which the UK Takeover Code applies and as such its Shareholders are therefore entitled to the protections afforded by the UK Takeover Code. Under Rule 9 of the UK Takeover Code, any person who acquires an interest (as defined in the UK Takeover Code) in shares which, taken together with shares in which he is already interested and in which persons acting in concert with him are interested, carry 30 per cent or more of the voting rights of a company which is subject to the UK Takeover Code, is normally required to make a general offer to all the remaining shareholders to acquire their shares. Similarly, where any person who, together with persons acting in concert with him, is interested in shares which in aggregate carry not less than 30 per cent of the voting rights of a company but does not hold more than 50 per cent of such voting rights a general offer will normally be required if any further interests in shares are acquired by any such person. An offer under Rule 9 must be made in cash and at the highest price paid by the person required to make the offer or any person acting in concert with him, for any interest in shares of the company during the 12 months prior to the announcement of the offer. Currently, the Company has one large shareholder, being Redefine Properties, which has an interest of 33 per cent in the Company at the date of this document. For the purposes of the UK Takeover Code, Marc Wainer and Bernard Nackan are also members of the Concert Party, as they are directors of Redefine Properties who are also interested in Ordinary Shares. Further, pursuant to the UK Takeover Code, Corovest Offshore is also a member of the Concert Party through its 10 per cent ownership of RIFM. Consequently, Michael Watters (being a director of Corovest Offshore), Stephen Carlin, Andrew Rowell and Stephen Oakenfull (such individuals collectively owning over 30 per cent of the issued share capital of Corovest Offshore) are also deemed to be members of the Concert Party. Following the issue of the RIFM Consideration Shares, the Concert Party will have an interest in 443 140 387 Ordinary Shares representing 38.3 per cent of the issued share capital of the Company following Admission. A table showing the beneficial interests in Ordinary Shares of the Concert Party and the relevant related parties both before and upon Admission is set out below: Number of Percentage of Ordinary Shares Ordinary Shares beneficially owned beneficially owned Number of Percentage of prior to issue of prior to issue of Ordinary Shares Ordinary Shares RIFM Consideration RIFM Consideration beneficially owned beneficially owned Name Shares Shares upon Admission upon Admission Redefine Properties 349 236 344 33.0 418 536 344 36.2 Corovest Offshore 12 252 923 1.2 21 952 923 1.9 Marc Wainer 1 387 321 0.1 1 387 321 0.1 Bernard Nackan 8 100 0.0 8 100 0.0 Michael Watters* 3 250 816 0.3 6 783 68 8 0.6 Andrew Rowell** 358 928 0.0 615 340 0.1 Stephen Oakenfull** 324 099 0.0 580 512 0.1 Stephen Carlin** 2 229 109 0.2 3 545 29 7 0.3

Notes: * The beneficial interest of Michael Watters is held indirectly through a discretionary trust which has a shareholding in Corovest Offshore Limited. ** Certain of the beneficial interests of Stephen Carlin, Stephen Oakenfull and Andrew Rowell are held indirectly by discretionary trusts which have shareholdings in Corovest Offshore Limited.

34 In addition, if Resolutions 9 and 10 are passed at the EGM and the Share Plans are implemented by the Company, Michael Watters, Andrew Rowell and/or Stephen Oakenfull may be entitled to receive further Ordinary Shares in the future subject to any awards granted under and pursuant to the terms of the Performance Share Plan. The maximum number of new Ordinary Shares which may be issued, in aggregate, to Michael Watters, Andrew Rowell and Stephen Oakenfull (if the maximum possible awards were granted by the Remuneration Committee under the Performance Share Plan and all conditions to the awards were satisfied in full) is 21 000 000 Ordinary Shares (7 000 000 per individual), representing approximately 1.8 per cent of the issued share capital of the Company (following the issue of the CMC Consideration Shares and the RIFM Consideration Shares). Therefore assuming the award and subsequent issue of the maximum aggregate amount of 21 000 000 Ordinary Shares, the maximum interest of the Concert Party following the issue of the RIFM Consideration Shares is 464 140 387 Ordinary Shares representing 40.2 per cent of the issued share capital of the Company following Admission. Following an application by the Directors the Takeover Panel has agreed, subject to the Rule 9 Waiver Resolution being passed on a poll by Independent Shareholders, to waive the requirement for the Concert Party to make an offer to Shareholders as would otherwise arise under Rule 9 of the UK Takeover Code as a result of (1) the completion of the Acquisition and the subsequent allotment of New Ordinary Shares to certain members of the Concert Party and (2) the issue of up to a maximum aggregate amount of 21 000 000 new Ordinary Shares to Michael Watters, Andrew Rowell and Stephen Oakenfull (a maximum of 7 000 000 per individual) pursuant to the Performance Share Plans. The Acquisition is therefore conditional on the approval of the waiver by Independent Shareholders being obtained. Further details about Redefine Properties, Corovest Offshore and the other members of the Concert Party are set out in Part XIII. Each of Redefine Properties, Corovest Offshore, the Concert Party Directors and Michael Watters, Andrew Rowell, Stephen Oakenfull and Stephen Carlin have confirmed that they do not have any intentions regarding the future business of, or strategic plans for, the Company, the locations of the Company’s places of business, the redeployment of the Company’s fixed assets or the continued employment of the employees of the Company and the Company’s subsidiaries and the management of the Company and the Company’s subsidiaries, contributions into the Company’s pension scheme(s), the accrual of benefits to existing members, and the admission of new members, the management of the Company and the Company’s subsidiaries and the Company’s existing trading facilities following completion of the Proposals. The Acquisition is not expected to have a material effect on each of Redefine Properties’ and Corovest Offshore’s earnings, assets or liabilities.

7. BOARD CHANGES AND CORPORATE GOVERNANCE Details of the existing Board are set out in paragraph 8 of Part XV of this document. Following completion of the Proposals the Board is intending to review the make-up of the Board to ensure the Company has directors with the relevant skills and experience in preparation for the next phase of the Group’s development. A number of non-executive changes are expected which will reflect the status of the Company as a major mid-cap UK-REIT. In conjunction with the Internalisation of the management of the Company (further details of which are set out in paragraph 4 of Part V of this document) and the requirement under UK-REIT rules that the Company is solely UK tax resident, Michael Watters will take up an executive role with the Company as Chief Executive Officer. Furthermore, it is proposed that Andrew Rowell will be appointed as the Chief Financial Officer of the Company with effect from the passing of Resolution 4 to be proposed at the EGM. Accordingly, if the Acquisition proceeds, the Board will include both executive and non-executive Directors. At such time, the Board will consist of 10 Directors being: Name Role Committee membership Gregory Clarke Chairman Nominations Ita McArdle Senior Independent – Richard Melhuish Non-executive Nominations, Investment and Remuneration Robert Taylor Non-executive Audit Gavin Tipper Non-executive Audit Michael Farrow Non-executive Audit, Investment and Remuneration Stewart Shaw-Taylor Non-executive Audit, Nominations and Remuneration Marc Wainer Non-executive Investment Michael Watters Chief Executive Officer – Andrew Rowell Finance Director –

All non-executive Directors are considered to be independent for the purposes of complying with the Corporate Governance Code, other than Marc Wainer. The senior independent Director is Ita McArdle. The terms of the non- executive Directors’ service agreements and letters of non-executive appointment are set out in paragraph 12 of Part XV of this document.

35 The terms of the executive Directors’ service agreements and letters of executive appointment are set out in paragraph 12.12 of Part XV of this document. In addition, if the Proposals proceed, with effect from the date the Company elects for UK-REIT status, Anne Cooper Woods will resign as Company Secretary and Lisa Hibberd, a UK resident, will be appointed as Company Secretary of the Company.

8. SHARE PLANS In conjunction with the Company electing for UK-REIT status in the UK and the Internalisation, and the appointment of executive Directors at such time, subject to the approval of Shareholders, the Company proposes to operate the Share Plans following its election for UK-REIT status. It is intended that the Performance Share Plan will be the Company’s primary long-term incentive plan. Awards will be granted on an annual basis with participation limited to executive Directors of the Company and other members of senior management. Awards under the Performance Share Plan will ordinarily vest three years after grant subject to the satisfaction of performance targets and continued employment (subject to standard “good leaver” provisions). It is currently intended that the awards to be granted shortly after Admission be subject to two total shareholder return related performance targets. A fuller explanation of the principal terms of the Performance Share Plan and the performance targets which it is intended to impose upon the initial grant of awards is contained in Part IX of this document. In addition to the Performance Share Plan, the Company also intends to operate the Restricted Stock Plan. Neither those Directors who will become executive Directors of the Company nor any other participants in the Performance Share Plan will be permitted to participate in the Restricted Stock Plan. Awards will be granted under the Restricted Stock Plan on an ad hoc basis to such employees as the Remuneration Committee may determine. Awards under the Restricted Stock Plan will vest three years after grant (or after such other period as the Remuneration Committee may determine) provided the awardholder remains employed by the Group (subject to standard “good leaver” provisions) and the satisfaction of the applicable performance targets (if any). A fuller explanation of the principal terms of the Restricted Stock Plan is contained in Part IX of this document. As a result of the Company being dual listed on the Main Market of the LSE and the JSE, the Share Plans will need to operate subject to limits relevant to companies listed on both exchanges.

9. CMC CONSIDERATION SHARES, RIFM CONSIDERATION SHARES AND THE UK PROSPECTUS RULES On 14 August 2013, the Company announced the acquisition of a three shopping centre portfolio in Germany for €189 million, from certain funds managed by CMC Capital Limited. The acquisition completed on 30 August 2013, at which time 12 606 061 Ordinary Shares were issued in partial satisfaction of the consideration due to be paid to the sellers of the Ingolstadt and Hamburg properties under the CMC Acquisition Agreement. As announced on 2 September 2013, the Sellers of the Berlin property elected under the CMC Acquisition Agreement to receive 19 635 340 Ordinary Shares at an effective price of 40 pence per share, to be adjusted pursuant to the Sterling: Euro exchange rate on 29 November 2013, being the CMC Consideration Shares. Pursuant to the CMC Acquisition Agreement such CMC Consideration Shares are to be issued on or before 6 December 2013. As a result of Ordinary Shares previously issued to acquire certain minority interests in jointly controlled entities (announced on 1 July 2013), to certain CMC Sellers in respect of the Ingolstadt and Hamburg properties under the CMC Acquisition Agreement on 3 September 2013 (announced on 2 September 2013), to Aviva pursuant to a Aviva convertible loan instrument (announced on 13 September 2013) and to the RIFM Sellers pursuant to the RIFM Acquisition Agreements (details of which are contained in paragraph 22.3 of Part XV of this document), the issue and request by the Company for Admission of the RIFM Consideration Shares on or about 6 December 2013 and the CMC Consideration Shares on or about 6 December 2013 would be unlawful, unless an approved prospectus has been made available to the public before the request is made. Further details of the Ordinary Shares issued within the 12-month period prior to the date of this document are set out in paragraph 3 of Part XV. Accordingly, the publishing of this Prospectus, which has been prepared in accordance with the UK Prospectus Rules of the FCA and in accordance with the UK Listing Rules and the JSE Listings Requirements, and which has been approved by the FCA and the JSE, will allow the Company to lawfully apply for the Admission of the CMC Consideration Shares as required pursuant to the provisions of the CMC Acquisition Agreement and the RIFM Consideration Shares pursuant to the provisions of the RIFM Acquisition Agreements. It will also mean that, in accordance with the UK Prospectus Rules, in the rolling 12-month period following the date of this document, subject always to any other requirements to issue a prospectus for any other reason, the Company shall be entitled to issue Ordinary Shares representing less than 10 per cent of its issued share capital without the need for a further prospectus. Application will be made to the UKLA and the JSE for the CMC Consideration Shares and the RIFM Consideration Shares to be admitted to the premium segment of the Official List and to trading on the London Stock Exchange and the JSE’s Main Board, respectively. The CMC Consideration Shares and RIFM Consideration Shares, when issued and fully paid, will be identical to and rank in full with the Ordinary Shares for all dividends and other distributions declared, made or paid after Admission, and will rank pari passu in all respects with the existing Ordinary Shares as at the date of issue save that such New

36 Ordinary Shares will not rank for the second interim dividend to be paid on 29 November 2013. Further details of the CMC Consideration Shares are contained in paragraph 22.6 of Part XV of this document. Further details of the RIFM Consideration Shares are contained in paragraph 22.3 of Part XV of this document.

10. RE-REGISTRATION UNDER COMPANIES ACT, 2006 (AS AMENDED) Included in the proposed Resolutions for the EGM is a resolution authorising the re-registration of the Company as a company incorporated under the Isle of Man Companies Act, 2006 (as amended), and consequently adopting amended Memorandum and Articles of Association (the “Re-Registration Proposal”). Rationale for the Re-Registration Proposal The Company is currently incorporated under the 1931 Act. As such, the Company is restricted from returning share capital to shareholders except pursuant to a reduction of share capital sanctioned by the Isle of Man High Court (the “Court”), with associated cost and time implications. The Company has in the past made a number of applications to the Court to sanction a reduction of its share capital, and further returns of share capital may be made in future in accordance with the Company’s investment policy. Re-registration of the Company under the 2006 Act would remove the need to seek Court sanction to any future reduction of share capital and so allow the Company to return share capital to shareholders in a more efficient manner. This is because, under the 2006 Act, reductions of share capital may be made provided the Directors are satisfied, on reasonable grounds, that the Company will immediately thereafter satisfy the solvency test set out in section 49 of the 2006 Act (the “statutory solvency test”). In the event Shareholders approve the Re-Registration Proposal, the Company will, in conjunction with completion of the Acquisition and Internalisation, re-register as a company governed by the 2006 Act (the “Re-registration”) and be subject to a new memorandum (the “New Memorandum”) and New Articles. The New Articles contain certain changes which relate to the Re-registration, and certain other changes which relate to the other resolutions to be proposed at the EGM. The Re-registration The 2006 Act is parallel company legislation separate from the 1931 Act which updates and modernises Isle of Man company law. The 2006 Act does not include a number of traditional company law formalities. For example, instead of the more restrictive maintenance of share capital rules, reductions of share capital and distributions to shareholders are subject to the statutory solvency test. Set out below is a brief summary of the key characteristics of companies incorporated under the 2006 Act. As part of the Re-registration, it is proposed the Company will adopt the New Articles. The proposed New Articles are (subject to the other changes which relate to the other resolutions to be proposed at the EGM) substantially the same as the Company’s existing Articles of Association; those changes considered significant which have been incorporated into the New Articles are set out below in paragraph 2 of Part XIV of this document. Consequences of Re-registration The 2006 Act provides that the Re-registration shall not be deemed to operate to create a new legal entity or to prejudice or affect the continuity of the Company. On the date the Registrar of Companies in the Isle of Man issues a certificate of Re-registration in respect of the Company, the Company shall cease to be a company incorporated under and subject to the 1931 Act and instead the Company shall be subject to the 2006 Act. The Re-registration, once effected, is not reversible. Meeting and Resolution The Re-Registration Proposal is conditional upon the approval by special resolution of the Company’s Shareholders in general meeting. Please see Resolution 3 set out in the Notice. For the special resolutions to be passed at least 75 per cent of the votes cast must be cast in favour of the relevant resolution. Recommendation The Directors of the Company consider that the Re-Registration Proposal is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors of the Company unanimously recommend all Shareholders to vote in favour of Resolution 3. Characteristics of the Companies Act 2006 (as amended) The following, though not exhaustive, are some of the key characteristics of companies incorporated under the 2006 Act: • the 2006 Act does not have the concept of authorised share capital. Therefore, shares may be issued with or without par value. After Re-registration the Company will continue to have shares of 8 pence par value; • subject to compliance with its Memorandum and Articles of Association, the 2006 Act allows a company to declare and pay a dividend in respect of income and to purchase, redeem or otherwise acquire its own shares subject only to meeting the statutory solvency test; • companies incorporated under the 2006 Act have separate legal personality and perpetual existence. In addition, such companies have unlimited capacity to carry on or undertake any business or activity; this is so irrespective of

37 corporate benefit. The 2006 Act provides that no corporate act is beyond the capacity of a company by reason only of the fact that the relevant company has purported to restrict its capacity in any way in its Memorandum or Articles or otherwise. A person who deals in good faith with a company incorporated under the 2006 Act is entitled under the 2006 Act to assume that the powers of the Directors of the Company are without limitation; • there are no prohibitions in relation to a company providing financial assistance for the purchase of its own shares; • there is a requirement for a registered agent appropriately licensed in the Isle of Man (IQE Limited will be the Company’s first registered agent following Re-registration); • there are simple share offering/prospectus requirements; • there are reduced compulsory registry filings; • there is no statutory requirement for a company incorporated under the 2006 Act to have an annual general meeting (although this requirement is contained in the New Articles); and • the statutory accounting requirements are simplified; and any financial statements which are prepared must be under accounting standards and practices recommended by the International Accounting Standards Board (IFRS), the Accounting Standards Board (UK GAAP) or the Financial Accounting Standards Board/Government Accounting Standards Board/Federal Accounting Standards Board (US GAAP).

11. NEW ARTICLES OF ASSOCIATION The proposed New Articles are substantially based upon the Company’s existing Articles of Association. However, changes are required to be made to the existing Articles to allow the Company to operate as a UK-REIT, to Re-register as a 2006 Act company, to include provisions associated with the adoption and operation of the Share Plans and to satisfy certain JSE Listings Requirements. Part XIV of this document contains a non-exhaustive list of the principal changes which are proposed in relation to the New Articles for each of these elements.

12. CURRENT TRADING AND PROSPECTS FOR THE GROUP 12.1 UK stable income Market Improving economic conditions and confidence have started filtering through to the occupational market. GVA reported take-up across regional centres in the third quarter of 2013 at 10 per cent above the five-year quarterly average, a significant turnaround from recent periods. A stronger investment market generally and an increase in investment activity outside of London and the South East provided improved liquidity and valuation support to regional assets. The pace of valuation decline has slowed significantly, and in many cases reversed for better quality secondary assets in major regional centres. Performance Valuations were supported by the improvements to the investment market as well as the on-going process of rationalising the portfolio to those assets with better long term growth potential. The portfolio declined marginally by 1.0 per cent in the six month period from 28 February 2013. The government-let portfolio declined by approximately 1.9 per cent, largely as a result of declining lease lengths reflecting the current environment in which negotiations around lease extensions are typically left until the end of the lease period and are then subject to an often protracted approval process. Despite this, the Company is confident that the majority of leases will be extended or re-let in due course. Positive valuations elsewhere in the portfolio, most notably offices owned in London’s Southbank area, offset some of the decline in regional offices. Occupancy (excluding the Delta portfolio) improved to 98.0 per cent (28 February 2013: 93.2 per cent) following the sale of Sapphire House, Telford and letting of 9 000 square feet of vacant space. A further 65 000 square feet was under offer at year end which will support a continued reduction in operating costs. Investment and asset management The lease with the Secretary of State (UK Passport Service) at Rochdale was regeared by removing the 2016 break and extending the term certain to November 2021. Leasing activity was otherwise limited to a number of small lettings with few lease events being triggered in the period. Delta portfolio The Delta portfolio remains held for sale. Three assets were sold post year end for a total disposal price of £4.1 million in order to achieve the necessary sales targets under the restructured facility agreement. The remainder of the portfolio is anticipated to be sold before April 2015. The Company has no economic exposure to the valuation movements on the Delta portfolio but continues to receive 65 per cent of net rental income after debt service costs. Further details of the Delta finance facility can be found in Part VII: “Operati ng and financial review on the Group”.

38 Strategy and Outlook The restructuring of the ex-Wichford Government-let regional office portfolio has been largely completed resulting in a portfolio with reduced letting risk and a stronger income profile. Government-let offices now form 11.6 per cent of the directly held property portfolio (excluding non-core assets) by value. Rental levels on good quality secondary stock are expected to stabilise, particularly in the South East, where a sustained level of demand is being experienced. Asset management will remain focused on income security and repositioning assets with higher value alternative uses. Outlook Despite the recent focus on restructuring the portfolio, a stronger economy and improving occupier sentiment are creating opportunities to acquire relatively high yielding assets in areas with improving property fundamentals. The immediate focus will be on recycling capital from redevelopment sites into new investments. 12.2 UK retail Market Consumer-related economic indicators have improved throughout 2013 which, if sustained, should start to support demand for retail space. However, despite a number of leading indicators including retail sales volumes showing signs of improvement, real rental growth may still take some time to come through. The number of administrations across all retail sectors reduced significantly in the first half of 2013 providing further evidence that the market is stabilising. The investment market for good quality secondary shopping centres has seen a sharp increase in activity with a number of investors attracted to shopping centres that offer relatively high but sustainable yields. Performance The portfolio value increased 2.9 per cent since February 2013 reflecting the impact of a successful leasing and asset management strategy as well as evidence from a stronger investment market. Occupancy declined marginally to 95.0 per cent by area (February 2013: 95.9 per cent). 1 096 square metres or 19 per cent of the void space relates to the newly developed units at Birchwood, Warrington and St George’s, Harrow which are in the process of being marketed. ERVs increased 2.4 per cent in the six month period from February 2013. Early signs of stability appear to be returning to the occupational market outside of London which, together with recent investment, leasing and asset management initiatives, is expected to provide support to future rental levels. Footfall declined 3.8 per cent against a comparative Experian benchmark decline of 4.0 per cent, reflecting a relatively common recent trend of fewer individual visits, but higher expenditure per visit. UK Retail at a glance 31 August 31 August 2013 2012 1 Market value £1 74.6 million £ 167.4 million Occupancy (by lettable area) 95.0 per cent 95.7 per cent Annualised gross rental income £14.4 million £ 14.3 million Estimated rental value (“ERV”) £15.7 million £ 15.0 million Footfall per cent change2 (3.8 per cent) (0.8 per cent) Net initial yield 7.0 per cent 7.4 per cent Lettable area 115 686 m2 116 287m2

Note: Figures reflect share of assets not 100 per cent owned. 1. 31 August 2012 figures have been restated to reflect share of jointly controlled entities. 2. Excludes Delamere Place Shopping Centre, Crewe.

Investment and asset management Recent asset management initiatives, particularly those at St George’s, Harrow, are expected to show strong returns on investment with capital having been invested early in the cycle ahead of anticipated improvements in the retail environment. St George’s, Harrow A number of key lettings, lease extensions and refurbishments were completed during the period as part of the asset management plan to establish St George’s as the leisure and shopping destination of choice in the wider catchment:

39 • Unit 10/11: Nandos have taken a 3 491 square feet unit plus an additional 220 square feet seating area at a rent of £82 000 pa on a new 20 year lease; • Unit 12/13: Frankie & Bennys have taken a 4 270 square feet unit at a rent of £102 480 pa on a new 25 year lease with a tenant only break at year 15; • Unit 1/2: H&M have regeared their lease and taken a reconfigured 7 786 square feet unit at a rent of £175 000 pa on a 10 year lease with a tenant only break at year seven; • Unit 28: Pizza Express have regeared their lease and taken a 2 859 square feet unit at a rent of £79 300 pa on a new 25 year lease with a tenant only break at year 15; • The units occupied by Vue, Prezzo, McDonalds and TK Maxx were comprehensively refurbished. Birchwood, Warrington NU13: 99p stores have taken a 10 000 square feet unit at a gross rental of £100 000 pa on a new 10 year lease. Weston Favell Weston Favell was conditionally acquired post period end for a purchase price of £84.0 million reflecting a net initial yield (after acquisition costs) of 7.2 per cent. The property, situated on the edge of Northampton, comprises approximately 307 763 square feet of retail accommodation arranged over two floors with 1 150 free parking spaces. Anchored by one of the largest Tesco Extra supermarkets in the UK (156 987 square feet, with a 14.3 years unexpired lease term), the centre has a total of 56 retail units and seven kiosks let to a variety of national and local retailers. The key investment attractions include the centre’s dominance in the wider catchment, the lack of supermarket competition in the north east of Northampton and the strength of the Tesco covenant which accounts for 53 per cent of the net passing rent. The current void rate is 3.4 per cent by ERV and 2.2 per cent by area. Digital strategy The installation of Wi-Fi has been completed at Grand Arcade Shopping Centre, Wigan (“Grand Arcade”), West Orchards Shopping Centre, Coventry (“West Orchards”) and Birchwood with the installation at Byron Place Shopping Centre, Seaham (“Byron Place”) in progress. A mobile and tablet enabled website and consumer app is being trialled at West Orchards and will be used to inform a strategy across the UK Retail portfolio. Commercialisation The Company recently appointed consultants, to drive income through a use of good quality operational management, market contacts and ‘portfolio leverage’. It is anticipated that an additional £150 000 per annum of new income will be generated in 2014. Strategy and outlook The UK retail market strengthened in 2013 with signs of improving consumer and occupier demand. The retail recovery remains fragile, which combined with on-going structural changes in retailing and consumer behaviour, provides some uncertainty. However, market sentiment suggests the value, convenience and leisure subsectors are more resilient in terms of consumer demand and resistance to the effects of the internet. The Company’s retail strategy has therefore focused on two areas of growth, namely convenience and discount shopping and leisure, food and beverage. Efficient capital expenditure and strategic leasing has encouraged a number of retailers to invest in modernising their stores. The results, particularly at St Georges, Harrow, where retailers have reported clear improvements in footfall and profitability, are strong evidence that investment into the right assets can provide sustainable retail assets and investment returns. The year ahead will focus on letting the remaining 8 600 square feet of new retail space developed at Birchwood and continued capital expenditure programmes at St George’s, Harrow and West Orchards . 12.3 Hotel properties Market Following a slow start to the 2013 calendar year, there was a marked improvement in operating performance from June onwards. PriceWaterhouse Coopers (UK hotels forecast 2014)expects occupancy across all London hotels to reach approximately 82 per cent in 2014 despite new supply, particularly in East London. As expected, the wider London hotel market has seen room rates significantly reduced from the peak at the time of the 2012 Olympic Games . However, improved economic prospects and tangible improvements in operating metrics suggest room rates are likely to rise again in 2014.

40 Performance Underlying operating metrics have improved markedly in recent months which is encouraging going into the new financial year. Average occupancies for the financial year were 33.1% across the portfolio. Continued high occupancies should support increased rates and RevPAR in 2014. RevPAR averaged £72.60 across the portfolio for the financial year. The portfolio value of £150.3 million remained broadly unchanged from 28 February 2013 (£150.2 million). Investment and asset management An effective 42.6 per cent share of the Holiday Inn Express, Earl’s Court was acquired in November 2012. The effective purchase price of £27.0 million (including £0.4 million of transaction costs) reflected a net initial yield of 7.5 per cent. The addition of 50 rooms in 2012 has been easily absorbed by the market with occupancies and RevPAR remaining stable; a strong indication of the underlying demand locally and in London generally. The construction of the Southwark redevelopment to add 48 bedrooms is well advanced, with completion anticipated in the first half of 2014. A planning application for an additional 10 bedrooms to be located alongside the entrance façade has been submitted for planning. Strategy Opportunities to make further acquisitions are expected to be limited in the current market, partly as a result of a limited number of suitable investment opportunities coming to the market and partly as a result of current pricing expectations. The immediate focus will therefore remain on adding additional rooms where possible and during revenue growth.

Outlook Following a year of adjustment following the Olympics, the London hotel market is set to revert back to more normal trends. Occupancy has strengthened recently, and despite continued new supply, opportunities for higher rates and RevPAR are expected in 2014. In nominal terms, rates and RevPAR are expected to return to peak levels. Given the historic close relationship between RevPAR and GDP , the existing portfolio is well positioned, particularly following the Group’s recent capital investment program, to benefit from any sustained improvement in the UK economy. 12.4 Europe Market Although investment volumes in Europe declined overall, volumes in Germany continued to rise supporting Germany’s status as a relative safe haven in Europe. Investment in Germany remains concentrated on prime assets where values continued to rise increasing the pricing differential between prime and secondary assets. Increasing risk appetite may however see investment demand for secondary assets improving in the near future. Performance Voids in the like-for-like portfolio remained nominal however occupancy of the total portfolio reduced slightly to 98.6 per cent following the acquisition of City Arkaden Shopping Centre, Ingolstadt which was 87.1 per cent occupied at 31 August 2013 and is subject to obtaining vacant possession on a number of units as part of the overall asset management strategy. Valuations were up 2.2 per cent in local currency terms from 28 February 2013 reflecting the active asset management within the portfolio in negotiating lease renewals or extensions. However, a weaker Euro against Sterling resulted in valuations increasing 1.3 per cent in Sterling terms. Investment and asset management The acquisition of three prime shopping centres in Berlin, Hamburg and Ingolstadt pursuant to the CMC Acquisition Agreement was a significant transaction for the Group and a notable step in improving the overall quality of the portfolio. The portfolio was acquired for a headline value of €189.0 million reflecting a net initial yield of 5.5 per cent before taking into account effective adjustments as a result of the consideration being part paid in ordinary shares of the Company and part paid in cash at a discount of approximately 4 per cent to the equity value. The three German shopping centres were acquired together with stapled debt of €1 40.8 million at an average all in cost of 3.14 per cent per annum providing an initial income return on equity in excess of 12 per cent.

41 The Delmonhorst property (part of the Lidl Portfolio) was sold for €2 50 000. The sale removes 2 500 square feet of vacant space and is in line with the Company’s strategy of selling smaller non-core assets. The proceeds of the sale have been used to part repay the loan on the remaining portfolio. Leasing activity was limited with few lease events in the period. Strategy and outlook A number of asset management initiatives were identified as part of the recent shopping centre acquisition. Opportunities to add additional retail space supported by the introduction of additional or new anchor tenants are at various stages of development. Certain of these initiatives have been progressed since the acquisition and are anticipated to provide yield enhancing opportunities over a two year period. Further sales of smaller non-core assets are anticipated during the next financial year with the intention of reducing the number of assets in the portfolio and concentrating on opportunities to drive income and value. 12.5 The Cromwell Property Group Cromwell’s business Cromwell is an internally managed Australian Real Estate Investment Trust (A-REIT) with a property investment portfolio in excess of AUD 2.5 billion (£1.5 billion) together with a fund management business that promotes and manages unlisted property investments. Cromwell’s strategy is to provide defensive, superior risk-adjusted returns from Australian commercial property. Cromwell trades on the Australian stock exchange as a stapled security comprising Cromwell Corporation Limited (which manages the funds management brand and the property operations) and Cromwell Diversified Property Trust (which owns the AUD 2.5 billion property portfolio). Financial and operating results of Cromwell Cromwell produced a strong set of operating and financial results for their financial year ended 30 June 2013. Highlights included: Operating • Property portfolio continued to support earnings growth despite a more difficult climate • Government and listed companies provided 46 per cent and 37 per cent of property income respectively • Occupancy maintained at 96 per cent with minimal lease expiries over the next two years • Property exposure remains focused on commercial assets with a balanced allocation to Brisbane, Sydney, Melbourne and Canberra Financial • Record operating profit of AU D 102.4 million (7.6 AUD cents per security) • Operating profit derived 94.9 per cent from property portfolio • Increase in like-for-like property income of 2.89 per cent • Distribution per security increased by 3. 57 per cent to 7.25 AUD cents per security • Net tangible assets excluding interest rate swaps increased to AU D 0.72 • Net gearing reduced to 46 per cent loan to value.

For further information please visit www.cromwell.com.au

Redefine’s investment in Cromwell Following a period of strong share price appreciation supported by a strong Australian dollar relative to Sterling, the Company took the opportunity to sell 86 000 000 securities in Cromwell for a total disposal consideration of £52.8 million and thereby crystallising a profit of £10.5 million. As a result of the disposal and a further Cromwell placement in June 2013 in which the Company did not take part, Redefine International’s shareholding in Cromwell reduced from 23.08 per cent to 13.70 per cent currently. 13. RELATIONSHIP AGREEMENT In connection with the Reverse Takeover which completed in August 2011, Redefine Properties International (as the majority Shareholder) and the Company, in respect of itself and the Group entered into the Relationship Agreement setting out certain corporate governance arrangements for the Group.

42 The Relationship Agreement contained certain governance arrangements, for the Group, subject to ongoing compliance with all regulatory requirements, including the UK Listing Rules and the Listing Requirements of the JSE. Following completion of the secondary listing of the Company’s Ordinary Shares on the JSE and Redefine Properties International’s unbundling of its holding of Ordinary Shares to its linked unitholders, Redefine Properties International ceased, from 4 November 2013, to hold any Ordinary Shares in the issued capital of the Company. The Relationship Agreement contained provisions which provided that when Redefine Properties International and its “associates” (being Redefine Properties International’s directors and its subsidiaries) ceased to hold an interest in 30 per cent or more of the Company’s Ordinary Shares, the Relationship Agreement automatically terminates and accordingly the Relationship Agreement terminated on 4 November 2013. Moving forward the Company is aware that the FCA has published a Consultation Paper (FSA CP12/25) to enhance the effectiveness of the Listing regime and ultimately amend the UK Listing Rules for premium listed companies. The FCA has indicated that it is due to publish the findings on the consultation by the end of 2013. The proposed amendments cover the concept of carrying on “independent business” for premium listed companies (and clarifying the requirement for an applicant to control the majority of its business), implementing the concept of a “controlling shareholder” and introducing new eligibility and continuing obligation requirements for premium listed companies. This would include a requirement for a relationship agreement to be put in place between a premium listed company and any controlling shareholder (and its associates and concert parties). The Board are committed to ensuring good corporate governance for the Company and accordingly will review and consider the FCA’s recommendations when published, and implement any new requirements under the UK Listing Rules at the appropriate time.

14. INVESTMENT COMMITTEE AND INVESTMENT POLICY OF THE GROUP The Group’s strategy is focused on delivering sustainable and growing income returns through investment into income yielding assets, let to high quality occupiers on long leases. Development exposure is generally limited to asset management and ancillary development of existing assets in order to enhance and protect capital values. The Group is focused on real estate investment in large, well developed economies with established and transparent real estate markets. The investment portfolio is geographically diversified across the UK, Europe and Australia providing exposure to the retail, office, industrial and hotel sectors. The Company’s Investment Committee is made up of Marc Wainer, Richard Melhuish and Michael Farrow. The Group’s current investment policy is set out below. 14.1 Investment policy The Group’s investment policy is to provide investors with strong investment returns and a balanced exposure to lower risk income generating assets and opportunities that will provide a higher capital return. In implementing its investment policy, the Group will contemplate available opportunities and future undertakings that will yield satisfactory returns at acceptable risk levels. In making investments the Group will seek to achieve a reasonable level of diversification across a spread of assets and geographies. The Group currently has investments in the United Kingdom, Switzerland, Germany, The Netherlands, the Channel Islands and Australia concentrating on the retail, government, commercial (office and industrial) and hotel sectors.

14.2 Investment criteria • The Group will focus on property investments which provide a stable, predictable and low risk income stream, with opportunities to enhance value through active management. • The Group will also selectively pursue development or redevelopment opportunities where they can be substantially pre-let to businesses with strong rental covenants or in order to protect, enhance or extract additional value from existing investments. This will include residential, hotel, retail or mixed use developments if appropriate. • The Group may also look at distressed property investments where opportunities arise as markets recover. Investments outside the above criteria will only be made where risk adjusted returns to Shareholders are satisfactory and the Group has the reserves necessary to extract an above-market return from the investments. The Group will make investments in property via a number of methods which include: • acquisition of the real estate assets or portfolio of assets; • direct investment in or acquisition of the holding company of the real estate asset or portfolio of assets; • direct investment in or acquisition of a joint venture vehicle which has a direct investment in or holds the real estate assets or the holding company of the real estate asset or portfolio of assets; and

43 • investments in property securities (debt and/or equity securities) which are acquired when their value is considered superior to physical property. These investments are often of a strategic nature where the shareholding can be used to unlock value in underlying property assets or significant influence can be exerted through board representation or through management.

14.3 Gearing The level of gearing of the Group will be governed by careful consideration of the cost of borrowing and the ability to mitigate the risk of interest rate increases and the effect of leverage on the returns generated from assets acquired. The Directors intend that the Group’s level of borrowing will be between 50 per cent and 65 per cent of the gross value of its total assets through the cycle. The Group’s maximum level of gearing will not exceed 85 per cent of the gross value of the Group’s total assets at any point in time. Details of the Group’s borrowing limits under its Articles of Association are set out below: “The Group’s Board may exercise all the powers of the Group to borrow money, to give guarantees, to mortgage, hypothecate, pledge or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Group and, subject to the provisions of the IOM Act and the Articles, to create and issue debenture and other loan stock and debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Group or of any third party. Provided that the Board shall restrict the borrowings of the Group so as to secure that the aggregate principal amount for the time being of all borrowings by the Group and for the time being owing to persons outside the Group shall not at any time, without the previous sanction of an ordinary resolution of the Group exceed 10 times the aggregate of: • the amount paid up on the issued share capital for the time being of the Company; and • the total of capital and revenue reserves (including any share premium account, capital redemption reserve, all as shown in the latest balance sheet of the Company).” Equivalent provisions are contained in the New Articles should Resolution 3 be approved.

14.4 Investment restrictions The Group will not invest in forward funding a development on land in which the Group does not have an interest without a pre-let agreement to lease. • The Group will not invest in properties where the purchase price is not supported by an external valuation. • The Group will not invest in properties where there are known to be material environmental issues. • The Group will typically invest in properties in the UK with fully repairing and insuring leases. • No more than 15 per cent in aggregate, of the value of the total assets of the Group may be invested in other listed closed-ended investment funds and/or debt instruments (provided that if such listed closed-ended investment funds themselves do not have a published investment policy limiting exposure to other listed closed-ended investment funds to 15 per cent of total assets, the maximum exposure of the Group shall be 10 per cent of its total assets). • In addition, pursuant to the UK Listing Rules and the JSE Listings Requirements, the Group is subject to the following investment restrictions: – The Group must at all times manage its assets in a way which is consistent with its object of spreading investment risk and is in accordance with the Company’s published investment policy. – The Group and other members of the Group must not conduct any trading activity which is significant in the context of the Group as a whole.

14.5 Investment process The Directors set the investment policy (subject to Shareholder approval), parameters and objectives and review and approve each sale or purchase of investment assets. Currently, the Group’s Investment Adviser is responsible for identifying and reporting to the Company’s Directors, the availability of new investment opportunities that fall within the investment policy and objectives. Following the identification of a potential new investment opportunity and approval by the Company’s Directors, the Investment Adviser is responsible for negotiating the terms of investment. Following completion of the Acquisition, these tasks will be effected by the Company itself. It is anticipated that all associated costs and expenses incurred by the Group when acquiring or disposing of properties, property portfolios or special purpose property vehicles will be paid for and capitalised by the Group in order to determine the total cost.

44 14.6 Changes to the investment policy The Group will apply its investment policy to all investments made and held by it. Any material changes to the investment policy of the Group will only be made with the approval of Shareholders by ordinary resolution at a general meeting, which will also be notified via a regulatory information service provider to the London Stock Exchange. If the Group breaches its investment policy (including any investment restrictions), the Group will make a notification via a regulatory information service provider to the London Stock Exchange and the JSE of details of the breach and of actions it may or may have taken.

15. DIVIDEND POLICY Shareholders on the shareholder register of the Company on 22 Novem ber 2013 will receive a second interim dividend of 1.635 pence per Existing Ordinary Share for the financial period ended 31 August 2013, as announced on 29 October 2013. The rights attaching to the Ordinary Shares are uniform in all respects and they form a single class for all purposes. Holders of Ordinary Shares have uniform voting rights and rights to dividends or distributions in proportion to the number of Ordinary Shares they hold at any time, save that the New Ordinary Shares do not rank for the second interim dividend to be paid on 29 Novem ber 2013. With effect from 1 September 2012 (and taking into consideration the Company’s desire to convert to a UK-REIT) the Company has sought to distribute at least 90 per cent of its property rental profits, to fall in line with the current UK-REIT regime. If Resolution 3 is passed at the EGM and the Company thereby converts to a 2006 Act company and adopts the New Articles, the Company will elect for UK-REIT status and will be subject to the UK-REIT regime with effect from the date stipulated in the UK-REIT notice, which is expected to be 3 December 2013. Accordingly, from that time the Company will be required under the existing rules of such regime to distribute at least 90 per cent of property rental profits, in respect of all dividends declared and paid after that date. However, there is no assurance that the Company will pay a dividend or if a dividend is paid, the amount of such dividend.

16. TAXATION Information regarding certain aspects of UK, Isle of Man and South African taxation is set out in Part XII of this document. These details are, however, intended only as a general guide to certain aspects of the current tax position under UK , Isle of Man and South African taxation law. Shareholders who are in any doubt as to their tax position or who are subject to tax in jurisdictions other than the UK and Isle of Man are strongly advised to consult their own independent financial adviser without delay.

17. FURTHER INFORMATION Your attention is drawn to the additional information set out in Parts II and VI to XVII of this document and to the notice of Extraordinary General Meeting set out at the end of this document. In particular, your attention is drawn to the section of this document headed Risk Factors set out in Part II of this document. You are advised to read the whole of this document and not rely solely in the information contained in this Part V.

18. OVERSEAS SHAREHOLDERS The attention of Shareholders who have registered addresses outside the United Kingdom, or who are citizens or residents of countries other than the United Kingdom, or who are holding Ordinary Shares for the benefit of such persons, (including, without limitation, custodians, nominees, trustees and agents) or who have a contractual or other legal obligation to forward this document or the Form of Proxy to such persons, is drawn to the information which appears in Part III of this document.

19. WORKING CAPITAL The Company is of the opinion that the Group’s working capital is sufficient for its present requirements, that is, for at least the next 12 months from the date of this document.

20. IRREVOCABLE UNDERTAKINGS Redefine Properties has irrevocably undertaken to vote in favour of Resolutions 3 to 10 (inclusive) at the EGM, representing approximately 33.04 per cent of all votes capable of being cast in respect of each of the Resolutions. Corovest Offshore has irrevocably undertaken to vote in favour of Resolutions 3 to 10 (inclusive) at the EGM, representing approximately 1.2 per cent of all votes capable of being cast in respect of each of the Resolutions. Those Directors who own Existing Ordinary Shares have irrevocably undertaken to vote in favour of each of the Resolutions at the EGM, representing approximately 0.12 per cent of all votes capable of being cast in respect of each

45 of the resolutions (save that the Concert Party Directors and Michael Watters, Andrew Rowell, Stephen Oakenfull and Stephen Carlin have irrevocably undertaken not to vote in respect of Resolutions 1 and 2).

21. EXTRAORDINARY GENERAL MEETING The Notice convening the Extraordinary General Meeting to be held at Top Floor, 14 Athol Street, Douglas, Isle of Man IM1 1JA on 29 November 2013 at 9.30 a.m. (London time), at which the Resolutions summarised below will be proposed, is set out in Part XVIII of this document. The Resolutions are required in order to enable the Company to implement the election by the Company for UK-REIT status, to appoint the Proposed Director, to adopt the Share Plans and grant awards over Ordinary Shares under the Share Plans, to complete the Acquisition (and associated Related Party Transaction), to adopt the New Articles, to approve the waiver of Rule 9 of the UK Takeover Code and to re-register the Company under the 2006 Act. The Notice proposes the following Resolutions: Resolution 1 Resolution 1, which will be proposed as an ordinary resolution, and which is conditional on Resolutions 2 and 3, proposes that the grant by the Panel of the waiver of the Concert Party’s obligations under Rule 9.1 of the UK Takeover Code (which is explained in paragraph 6 above) be approved. This resolution must be approved by Independent Shareholders. Resolution 2 Resolution 2, which will be proposed as an ordinary resolution and which is conditional on Resolutions 1 and 3, proposes that the Acquisition, which constitutes a related party transaction under the UK Listing Rules, be approved. This resolution must be approved by Independent Shareholders. Resolution 3 Resolution 3, which will be proposed as a special resolution , proposes that the Company be re-registered as a company incorporated under the 2006 Act and that the Company adopts the New Memorandum and the New Articles as the memorandum and articles of association of the Company. An explanation of the reasons for the re-registration of the Company as a company under the 2006 Act is set out in paragraph 10 above. An explanation of the changes to the new Articles is set out in Part XIV of this document. The New Articles will allow the Company to be re-registered as a company incorporated under the 2006 Act. Adoption of the New Articles will also permit the Company to apply for UK-REIT status. Resolution 4 Resolution 4, which will be proposed as an ordinary resolution and which is conditional on Resolution 3, proposes the appointment of Andrew Rowell to the Board. Resolutions 5 to 8 Resolutions 5 and 6, which will be proposed as ordinary resolutions and Resolutions 7 and 8, which will be proposed as special resolutions, propose that the Directors be given the authority to allot options over Ordinary Shares pursuant to each of the Share Plans without regard to the pre-emption rights contained in the New Articles. These authorities to allot will be ongoing and will not lapse at the Company’s next annual general meeting. The authorities contained in Resolutions 5 and 6 are both a maximum aggregate nominal value of £1 840 000 (equivalent to 23 000 000 Ordinary Shares (equal to 2.17 per cent of the issued share capital of the Company) . Further details of the maximum number of options to be granted under the Share Plans are set out in Part IX of this document. If these Resolutions are approved and if the Share Plans are approved by Shareholders, it is the Company’s intention to use this authority immediately after Admission in order to grant options pursuant to the Share Plans. Resolution 5 is conditional upon Resolutions 1, 2, 3, 7 and 9, Resolution 6 is conditional upon Resolutions 1, 2, 3, 8 and 10, Resolution 7 is conditional upon Resolutions 1, 2, 3, 5 and 9 and Resolution 8 is conditional upon 1, 2, 3, 6 and 10. Resolution 9 Resolution 9, which will be proposed as an ordinary resolution and which is conditional on Resolutions 1, 2 and 3, proposes the adoption of the Performance Share Plan. Further details of the Performance Share Plan are set out in Part IX of this document. Resolution 10 Resolution 10, which will be proposed as an ordinary resolution and which is conditional on Resolutions 1, 2 and 3, proposes the adoption of the Restricted Stock Plan. Further details of the Restricted Stock Plan are set out in Part IX of this document.

46 22. ACTION TO BE TAKEN Enclosed with this document are Forms of Proxy for use at the Extraordinary General Meeting or any adjournment thereof by Shareholders on the UK share register and by Shareholders on the SA share register. Shareholders on the UK share register CREST members who wish to appoint a proxy or proxies through the CREST electronic appointment service may do so by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed (a) service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. Whether or not you intend to be present in person at the Extraordinary General Meeting: • if you hold your Existing Ordinary Shares in certificated form on the UK share register, you are requested to complete and sign the Form of Proxy in accordance with the instructions printed on it and return it as soon as possible, but in any event, so as to be received by the Company’s Registrar, Capita Asset Services PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU; or • if you hold your Existing Ordinary Shares in uncertificated form on the UK share register, you are requested to transmit the relevant CREST message, which must be properly authenticated in accordance with Euroclear UK’s specifications and must contain the information required for such instruction as described in the CREST Manual, so as to be received by the issuer’s agent (ID RA10), in each case, by no later than 48 hours before the Extraordinary General Meeting time of 9.30 a.m. (London time) on 29 November 2013, being 9.30 a.m.(London time) on 27 November 2013. If the Form of Proxy is not returned or the relevant CREST message is not transmitted by 9.30 a.m. (London time) on 27 November 2013, your vote will not count. Shareholders wishing to vote online should visit www.capitashareportal.com and follow the instructions. The lodging of a Form of Proxy (or the electronic appointment of a proxy) will not preclude you from attending and voting at the Extraordinary General Meeting in person if you so wish. The Resolutions will be taken on a poll rather than on a show of hands. The Company believes a poll is more representative of the Shareholders’ voting intentions because Shareholder votes are counted according to the number of shares held and all votes tendered are taken into account. The results of the poll will be announced to the London Stock Exchange via a Regulatory Information Service and available on the Company’s website as soon as practicable following the conclusion of the Extraordinary General Meeting. Shareholders on the SA share register If you hold your Existing Ordinary Shares in uncertificated form on the SA share register and do not have “own name” registration you should not complete the Form of Proxy. In order to vote at or attend the Extraordinary General Meeting you should be in contact with your CSDP or broker. If you have not been contacted by your CSDP or broker, it is advisable for you to contact your CSDP or broker immediately and furnish your CSDP or broker with your voting instructions in the manner and by the cutoff time stipulated by your CSDP or broker in terms of the custody agreement between you and your CSDP or broker. If your CSDP or broker does not obtain voting instructions from you, your CSDP or broker will be obliged to act in accordance with the instructions contained in the custody agreement between you and your CSDP or broker. Should you wish to attend, speak and vote, or to send a proxy to represent you at the Extraordinary General Meeting, you must, in accordance with the custody agreement between you and your CSDP or broker, advise your CSDP or broker. Your CSDP or broker should then issue the necessary letter of representation to you for you or your proxy to attend, speak and vote the Extraordinary General Meeting. If you have not dematerialised your shares or if you have “own name” registration Dematerialised Shares you may attend the Extraordinary General Meeting in person. Alternatively, you will find enclosed with this document a Form of Proxy which you are asked to complete in accordance with the instructions printed thereon and return as soon as possible, but in any event so as to be received by Computershare Investor Services Proprietary Limited, Ground Floor, 70 Marshall Street, Johannesburg, South Africa or posted to PO Box 61051, Marshalltown, 2107, Johannesburg, South Africa or faxed to fax number +27(11) 688 5238 or emailed to [email protected] at least 48 hours prior to the Extraordinary General Meeting. However, the Form of Proxy for the Extraordinary General Meeting cannot be handed to the Chairman of the Extraordinary General Meeting and will be invalid if it is received after the time mentioned above. The return of completed Form of Proxy will not prevent Shareholders from attending the Extraordinary General Meeting and voting in person if they so wish and if they are entitled to do so. Shareholders on the SA share register who wish to be assisted in completing or forwarding their Forms of Proxy in accordance with the above instructions should contact Computershare Investor Services Proprietary Limited as soon as possible and those who wish to revoke or replace their Forms of Proxy should contact Computershare Investor Services Proprietary Limited on +27 (11) 370 5511.

47 23. RECOMMENDATION UK-REIT status, conversion to a 2006 Act company, adoption of New Articles, appointment of Proposed Director and adoption of Share Plans Your Board considers the terms of each of the conversion of the Company to a UK-REIT, the conversion of the Company to 2006 Act company, the election of Andrew Rowell as a Director and the adoption of the Share Plans and each of Resolutions 3 to 10 (inclusive) to be proposed at the Extraordinary General Meeting are in the best interests of the Shareholders as a whole. Accordingly, your Board unanimously recommends that all Shareholders vote in favour of the Resolutions 3 to 10 (inclusive) to be proposed at the Extraordinary General Meeting, as those Directors who own Existing Ordinary Shares intend to do in respect of their own beneficial holdings comprising 5,924 451 Existing Ordinary Shares in aggregate, representing approximately 0.56 per cent of the existing issued share capital of the Company as at 5 November 2013, the latest practicable date prior to the publication of this document. Rule 9 Waiver The Independent Directors, having been so advised by Peel Hunt, consider the terms of the Proposals to be fair and reasonable as far as the Independent Shareholders are concerned and in the best interests of the Independent Shareholders as a whole and Shareholders as a whole. In providing such advice to the Independent Directors, Peel Hunt has taken account of the Independent Directors commercial assessment of the Proposals. Neither of Marc Wainer nor Michael Watters have taken part in the Independent Directors’ consideration of the Rule 9 Waiver Resolution. Accordingly, the Independent Directors consider that the passing of Resolution 1 would be in the best interests of the Independent Shareholders as a whole and Shareholders as a whole and unanimously recommends that all Independent Shareholders vote in favour of Resolution 1 to be proposed at the Extraordinary General Meeting, as the Independent Directors who own Existing Ordinary Shares intend to do in respect of their own beneficial holdings comprising 1 286 314 Existing Ordinary Shares in aggregate, representing approximately 0.12 per cent of the existing issued share capital of the Company as at 5 November 2013, the latest practicable date prior to the publication of this document. Related Party Transaction Your Board, having been advised by Investec and Peel Hunt, considers the terms of the Related Party Transaction and Resolution 2 to be proposed at the Extraordinary General Meeting to be fair and reasonable as far as the Independent Shareholders are concerned and in the best interests of the Shareholders as a whole. In providing financial advice to the Board, each of Investec and Peel Hunt have taken account of your Board’s commercial assessment of the Related Party Transaction. Neither of Marc Wainer nor Michael Watters have taken part in the Board’s consideration of the Related Party Transaction and Resolution 2. Each of Redefine Properties, Corovest Offshore, Bernard Nacken, Marc Wainer, Michael Watters, Andrew Rowell, Stephen Oakenfull and Stephen Carlin (being the relevant related parties) have irrevocably undertaken that they will not vote on Resolution 2 and to take all reasonable steps to ensure that each of their associates who are beneficially interested in Existing Ordinary Shares will not vote on Resolution 2, in each case to be proposed at the EGM. Accordingly, your Board considers that the passing of Resolution 2 would be in the best interests of Shareholders as a whole and recommends that all Shareholders vote in favour of Resolution 2 to be proposed at the Extraordinary General Meeting, as those Independent Directors who own Existing Ordinary Shares intend to do in respect of their own beneficial holdings comprising 1 286 314 Existing Ordinary Shares in aggregate, representing approximately 0.12 per cent of the existing issued share capital of the Company as at 5 November 2013, the latest practicable date prior to the publication of this document.

Yours faithfully

Greg Clarke Chairman

48 PART VI

INFORMATION ON THE GROUP 1. INTRODUCTION The Company is an Isle of Man registered property investment company which was incorporated on 28 June 2004, with registered number 111198C. Currently, the Company holds a primary listing on the Main Market of the London Stock Exchange, within the Premium Segment with LSE Share code: RDI and a secondary listing in the “Real Estate – Real Estate Holdings and Development” sector of the Main Board of the JSE with JSE Share code: RPL. The principal legislation under which the Company currently operates is the IOM Act. Subject to the passing of Resolution 3 at the EGM, the Company will operate under the 2006 Act. The Company is an income focused property investment company with exposure to a broad range of properties and geographical areas. The Company has direct and indirect property investments in the UK, Germany, Switzerland, the Channel Islands, the Netherlands and Australia, providing exposure to the retail, office, industrial and hotel sectors.

2. HISTORY AND DEVELOPMENT OF THE COMPANY In 2009 Redefine Properties acquired a controlling stake in Redefine International’s Investment Adviser, RIFM. In 2010 Redefine Properties acquired a majority shareholding in Ciref plc, a company listed on the Alternative Investment Market. Ciref plc subsequently changed its name to Redefine International plc (“RIHL”). During the same year RIHL acquired its initial stake in Wichford P.L.C. (“Wichford”), a company listed on the Main Market of the LSE. In 2010 Redefine Properties increased its holding in RIHL to approximately 70 per cent and was granted approval to hold its interest in RIHL through a wholly owned South African subsidiary, Redefine Properties International, which was then listed on the JSE. On 13 July 2011, the boards of Wichford and RIHL announced that they had reached agreement on a reverse acquisition in terms of which Wichford made an all share offer for the entire issued ordinary share capital of RIHL (the “reverse acquisition”). RIHL’s shareholders received 7.2 Wichford ordinary 1 pence share for each RIHL share held. The share register was subsequently consolidated on the basis of 1 new ordinary 7.2 pence shares for every ordinary 1 pence share held. On 22 August 2011, the Company announced that the reverse acquisition had become unconditional in all respects and on the 23 August 2011 announced the admission of 543 890 859 ordinary shares of 7.2 pence to the LSE. Wichford subsequently changed its name to Redefine International P.L.C. following further acceptances of the Offer and the final squeeze out of non-controlling shareholders in RIHL, a total of 567 643 792 Redefine International ordinary shares of 7.2 pence are in issue as at 1 November 2011. On 4 October 2012 the Company announced that it had conditionally raised, through a Firm Placing and Open Offer, gross proceeds of £127 500 000. On 9 October 2012, following admission of the 490 384 616 New Ordinary Shares issued pursuant to the Firm Placing and Open Offer, the Company’s issued ordinary share capital comprised 1 069 839 408 Ordinary Shares of 7.2 pence each in the capital of the Company. As a result, Redefine Properties International’s shareholding in Redefine International was reduced to 65.73 per cent. The share register was then consolidated on a 9 for 10 basis following which the Company’s issued ordinary share capital comprised 962 855 467 Ordinary Shares of 8.0 pence each in the capital of the Company. On 18 October 2013, Redefine Properties International unitholders approved the unbundling by Redefine Properties International of its sole asset, being a 61.8 per cent holding in Redefine International and the delisting of Redefine Properties International from the JSE and the winding up of Redefine Properties International. Redefine Properties direct shareholding in Redefine International is 33 per cent. On 28 October 2013, following receipt of approval from the South African Reserve Bank (“SARB”), the Company secured a secondary listing on the JSE by way of introduction, and now holds a primary listing on the Premium Segment of the Official List and a secondary listing on the “Real Estate – Real Estate Holdings and Development” sector of the Main Board of the JSE.

49 The diagram below provides a high level summary of the Group’s current structure:

Redefine Properties Limited Other Shareholders (listed on the JSE) 67% 33%

Redefine International P.L.C. (dual listed on the LSE and the JSE

Subsidiaries

3. THE BUSINESS Investment policy The Group’s strategy is focused on delivering sustainable and growing income returns through investment into income yielding assets, let to high quality occupiers on long leases. Development exposure is generally limited to asset management and ancillary development of existing assets in order to enhance and protect capital values. The Group is focused on real estate investment in large, well developed economies with established and transparent real estate markets. The investment portfolio is geographically diversified across the UK, Europe and Australia providing exposure to the retail, office, industrial and hotel sectors. The Group currently applies its investment policy to all investments made and held by it. Any material changes to the investment policy of the Company can only be made with the approval of the Company’s Shareholders. See paragraph 14.1 of Part V of this document for further information on the Group’s investment policy. With effect from 1 September 2012 (and taking into consideration the Company’s desire to convert to a UK-REIT) the Company has sought to distribute at least 90 per cent of property rental profits, to fall in line with the current UK - REIT regime. If Resolution 3 is passed at the EGM, the Company will elect for UK-REIT status and be subject to the UK-REIT regime which is expected to be with effect from 3 December 2013, and accordingly be required under the existing rules of the UK-REIT regime to distribute at least 90 per cent of property rental profits, in respect of all dividends declared and paid after that date. However, there is no assurance that the Company will pay a dividend or if a dividend is paid, the amount of such dividend. Details on the Group As at 31 August 2013, the Group had interests in 139 properties valued at £ 828.0 million , with a gross rentable area of approximately 448 572 square metres and generating an annualised gross rental income of £62.8 million. In addition, the 13.7 per cent stake in Cromwell had a market value of £ 138.9 million. Cromwell is an internally managed Australian Real Estate Investment Trust (A-REIT) that promotes and manages unlisted property investments in Australia. Cromwell is a stapled security that initiated trading on the Australian Stock Exchange on 12 December 2006. As at the year ended 30 June 2013 (excluding properties in managed funds), Cromwell owned 33 properties with a total value of AUD 2.5 billion (£1.5 billion) with a net lettable area of 686 189 square metres. These properties had a WAULT of 6.1 years and an occupancy rate of 96.1 per cent. Cromwell’s income is underpinned by a focus on quality income producing office properties with strong tenant covenants. Further information on Cromwell can be found in its 2013 Annual Results, which is available for inspection in accordance with paragraph 29 of Part XV of this document. Investment markets The Group is focused on real estate investment in large, well developed economies with established and transparent real estate markets. The investment portfolio is geographically diversified across the UK, Europe and Australia providing exposure to the retail, office, industrial and hotel sectors. Business segments The Group’s business is split into five distinct yet complementary key business segments: UK Stable Income, UK Retail, Europe, Hotels, and investments in property securities (which currently consists of solely its investment in Cromwell). The resources of the Redefine International Group are allocated across the identified reportable business segments set out below:

50 UK stable income The UK Stable Income segment consists predominantly of UK offices, but includes petrol filling stations, Kwik-Fit centres, retail and residential units. UK retail The Group’s UK Retail portfolio consists of five sub-regional shopping centres (and have exchanged contracts to purchase a further sub-regional shopping centre) which dominate their catchment areas and a town centre redevelopment scheme located in Crewe. Europe The European segment consists of the Group’s properties in continental Europe located in Germany, Switzerland and the Netherlands, including three newly acquired shopping centres in Berlin, Ingolstadt and Hamburg. Hotels The Group owns seven hotel properties branded as Holiday Inn, Holiday Inn Express and Crowne Plaza, six of which are located in Greater London and one in Reading. The properties are let to Redefine Hotel Management Limited on a fixed rental basis with annual reviews. The focus on branded, limited service hotels in Greater London provides for defensive underlying occupancies in line with the Company’s income focus. Cromwell The Group owns a significant stake of currently 13.7 per cent in the Cromwell Property Group which is an ASX-listed property fund in Australia.

4. THE PROPERTY PORTFOLIO The analysis of the property portfolio, which is set out below, reflects the composition of the portfolio as at the date of this document which includes the Weston Favell shopping centre for which contracts have been exchanged. The analysis is based on market values effective as at 31 August 2013. The Company affirms that no material changes have occurred since the date of the valuations. The portfolio is representative of the entire portfolio of properties in which the Group has an interest, irrespective of percentage holding. Portfolio overview by business segment Business segments – market values Segmental Lettable Market split by Net initial Properties area value value yield (No.) (m2) (£’million) (%) (%) UK stable income portfolio 73 122 800 151.2 16.6 7.5 UK retail portfolio 7 144 277 258.6 28.4 7.0 Hotels 7 26 744 150.3 16.5 7.0 Europe 36 113 572 284.4 31.2 6.4 Total (excluding non-core portfolio) 123 407 394 844.5 92.6 6.9 Non-core portfolio 17 69 770 67.5 7.4 12.5 Total (including non-core assets) 140 477 164 912.0 100 7.3

Note: 1. Figures reflect the Group’s share of jointly controlled entities. 2. The non-core portfolio includes the Delta portfolio and the Justice centre in the Hague. 3. Valuations are stated as at 31 August 2013.

51 Business segments – income Annualised gross Occupancy Market rental by lettable Lettable vaues income area area (£’million) (£’million) (%) (m2) UK stable income portfolio 151.2 12.1 97.8 122 800 UK retail portfolio1 258.6 20.8 95.5 144 277 Hotels 150.3 11.1 100.0 26 744 Europe 284.4 16.2 98.6 113 572 Total (excluding non-core portfolio) 844.5 60.2 97.3 407 394 Non-core portfolio2 67.5 9.0 97.6 69 770 Total (including non-core assets) 912.0 69.2 97.4 677 164

Notes: 1. Figures reflect the Group’s share of jointly controlled entities. 2. The non-core portfolio includes the Delta portfolio and the Justice centre in the Hague. 3. Valuations are stated as at 31 August 2013 including Weston Favell for which contracts have been exchanged. Portfolio overview by sector Occupancy Annualised Market by lettable Lettable gross rental value area area income (£’million) (%) (m2) (£’million) Retail 506.0 96.6 236 210 34.0 Office 220.1 97.1 152 662 21.6 Industrial 35.6 100.0 61 549 2.5 Hotels 150.3 100.0 26 744 11.1 Total (excluding non-core portfolio) 912.0 97.4 477 164 69.2

Notes: 1. Figures reflect the Group’s share of jointly controlled entities. 2. Valuations are stated as at 31 August 2013 including Weston Favell for which contracts have been exchanged. Property market values Market Jones value for La ng BNP Business segment La Salle Savills Savills DTZ segment Portfolios (£’million) Commercial UK Eur ope Paribas UK stable income Kwik Fit portfolio 15.0 15.0 – – – – Malthurst portfolio 21.0 – – – 21.0 – Pearl House, Swansea 1.4 1.4 – – – – Newington 11.7 11.7 – – – – Churchill Court 11.3 11.3 – – – – 26 The Esplanade 23.4 – – – – 23.4 Wichford UK portfolio 143.5 – 143.5 – – – Total UK stable income 227.3 39.4 143.5 – 21.0 23.4

Note: Valuations are stated as at 31 August 2013.

52 Market Jones value for Lang Schlicht Business segment LaSalle Savills Savills BNP und segment Portfolios (₤’million) Commercial UK E urope DTZ Paribas Kollegen UK retail West Orchards, Coventry 37.4 37.4 – – – – – Delamere Place, Crewe 9.4 9.4 – – – – – Birchwood Shopping Centre, Warrington 30.0 30.0 – – – – – Byron Place, Seaham 17.9 17.9 – – – – – St Georges, Harrow 59.8 59.8 – – – – – Grand Arcade, Wigan 77.7 77.7 – – – – – Weston Favell, Northampton 84.0 84.0 – – – – – Total UK Retail 316.2 316.2 – – – – – Total Hotels 150.3 – 150.3 – – – – The Hague 12.4 – – – 12.4 – – German Portfolio 172.7 – – – – – 172.7 Switzerland 21.4 21.4 – – – – – Schloss Centre, Berlin 75.9 – – 75.9 – – – Bahnhoff Altona, Hamburg 61.4 – – 61.4 – – – City Arkaden, Ingolstadt 19.4 – – 19.2 – – – Total Europe 363.0 21.4 – 156.5 12.4 – 172.7

Note: Valuations are stated as at 31 August 2013 including Weston Favell for which contracts have been exchanged.

5. VALUATION POLICY Investment properties owned by the Group are carried at fair value as determined primarily by the Group’s external valuers on the basis of market value. The NAV attributable to the Ordinary Shares is determined by the Company and is published at the time of publication of the Group’s interim and annual financial results, based on the most recent valuations and calculated in accordance with IFRS.

6. NAV The Company’s fully diluted NAV per Ordinary Share was 29.05 pence as at 31 August 2013.

53 PART VII

OPERATING AND FINANCIAL REVIEW ON THE GROUP A prospective investor should read the following review in conjunction with the rest of this document, including the financial information contained in Part VIII: “Historical Financial Information on the Group” and should not rely solely on the information contained in this Part VII. This discussion contains forward-looking statements that involve risks and uncertainties that could cause the Redefine International Group’s actual results to differ from those expressed or implied by such forward- looking statements. These risks and uncertainties are discussed in Part III: “Important Information” and Part II: “Risk Factors”. The discussion contained in this Part VII relates to, and all financial information has been extracted without material adjustment from the Historical Financial Information set out in Part VIII “Historical Financial Information on the Company”, which has been prepared in accordance with IFRS as endorsed by the European Union. See Part III: “Important Information” for further information. This section discusses the historical financial information of Redefine International. Historical Financial Information of Redefine International is for the years ended 31 August 2013, 31 August 2012 and 31 August 2011. This information is also referred to in this Part VII as the “period under review”.

1. THE GROUP’S RESULTS OF OPERATIONS AND FINANCIAL CONDITION A discussion of the Group’s operating results and financial condition for the period covered by the Historical Financial Information of the Group is incorporated into this Prospectus by reference to: • The Chairman’s business review of Redefine International for the 11 months ended 31 August 2011 is incorporated by reference into this document. This business review of Redefine International can be found in the Redefine International Annual Report and Accounts for 2011 in the sections “Group Overview” at pages 4 to 5, the “Chairman’s Statement” at pages 6 to 7 and “Business Review” (incorporating the Financial Review) at pages 10 to 19. • The Chairman’s business review of Redefine International for the year ended 31 August 2012 is incorporated by reference into this document. This business review of Redefine International can be found in the Redefine International Annual Report for the year ended 31 August 2012 in the sections “Chairman’s Statement” at page 4 to 6 and “Business Review” (incorporating the Financial Review) at pages 10 to 26. • The Chairman’s business review of Redefine International for the year ended 31 August 2013 is incorporated by reference into this document. This business review can be found in the Redefine International Financial Statements for the year ended 31 August 2013 in the sections “Chairman’s Statement” and “Our Business ” and the “Financial Review” .

2. BUSINESS REVIEW (a) Introduction Further information on the business of the Group and description of the Group’s strategy going forward is set out in Part VI: “Information on the Group”. A discussion on the Business Review of the Group for the period under review is incorporated into this prospectus by reference to the abovementioned sections. During the period under review, the Group’s revenue was generated primarily from the rental income of the Group’s investment property portfolio and from income from the Cromwell investment. At 31 August 2012, the Group’s consolidated net assets were £132.9 million and at 31 August 2013 this had grown to £299.8 million, largely as a result of the £127.5 million capital raising in October 2012. For the financial year ended 31 August 2013, the Group reported an operating profit before tax of £67.2 million due primarily to the disposal of 86 million Cromwell securities for a profit of £10.5 million and subsequent change in accounting treatment to recognise the Cromwell investment at fair value. The restructuring of the VBG portfolio, resul ted in a £16.4 million debt cancellation, also contributing to the profit figure. Earnings available for distribution for the Group increased by 18.1 per cent to £30.1 million for the financial year ended 31 August 2013 compared with the prior financial year. (b) Business segments During the period under review, the Group was organised into five business segments, UK Stable Income, UK Retail, Hotels, Europe, and Cromwell. Refer to paragraph 3 of Part VI (Information on the Group) for the make-up of each segment. The period under review contains a segmental analysis by business segment for each of the business segments and the discussion below includes an analysis of the financial conditions and results of operations of the Group by each of the above business segments.

54 3. FACTORS AFFECTING THE GROUP’S RESULTS OF OPERATING AND FINANCIAL CONDITION The following are the principal factors, in addition to general economic and market conditions and government policy, legislation and regulation, which have had and are likely to continue to have a material effect on the Group’s results of operations and financial condition. Investors should also read Part II (Risk Factors) of this Prospectus for a discussion of the risks and uncertainties which the Group’s business faces (including information on governmental, economic, fiscal, monetary or political policies which could materially affect, directly or indirectly, the Group’s operations), Part VI (Information on the Group) of this Prospectus for information relating to the property portfolio and the information incorporated by reference into this Prospectus as set out in Section1 of this Part VII for further discussion of these factors (including the section entitled “Financial Risk Management” in paragraph 6 of this Part VII. (a) Revenue Revenue comprises rental income, service charges and other recoveries from tenants of the Group’s investment properties and investment income from the Group’s investment in Cromwell. Rental income from investment property leased out under an operating lease is recognised in the income statement on a straight-line basis over the term of the lease. Lease incentives granted are recognised as an integral part of the net consideration for the use of the property and are therefore recognised on the same, straight-line basis. Cash is usually generated in line with revenue, dependent on the length of possible rent free periods granted to induce certain tenants to enter into certain leases. Generally, rental income benefits from the UK and German lease structure (long leases with terms of between five and 25 years and upwards only rent reviews). The principal risks to rental income are from tenants defaulting on their obligations, and the empty property not being re-let (becomes void) and the failure to let completed developments. (b) Revaluation surplus/(deficit) of investment properties The fair value of the Group’s investment properties is arrived at on the basis of a valuation performed by the external valuer. The valuation conforms to the RICS Valuation Standards and UK Practice Standard 2.1 and is arrived at by reference to a variety of sources set out in Section 6 “Estimates of Fair Value of investment properties.” The difference between the fair value of an investment property at the reporting date and its carrying amount prior to re-measurement is included in the income statement as a valuation gain or loss. The fair value of investment properties is driven by external factors such as the overall economic environment, interest rates, nature of the occupier and investor demand. (c) Interest A significant charge to the income statement for the Group is the net interest charge. Increases in interest rates have a corresponding impact on the net interest charge. The Group uses interest rate swaps and similar instruments (forward rate agreements, forward starting swaps and gilt locks) to manage its interest rate exposure. Refer to Section 8.3 for the Group’s policy on interest rate exposure.

4. CAPITALISATION AND INDEBTEDNESS The following table shows the Group’s gross indebtedness as at 31 August 2013, extracted from the audited financial statements for the year ended 31 August 2013 as published on RNS on 29 October 2013. £’000 Total non-current borrowings Guaranteed – Secured 497 230 Unguaranteed/Unsecured 8 357 Total 505 587 Total current borrowings Guaranteed – Secured 174 097 Unguaranteed/Unsecured 530 Total 174 627

55 The following table shows the capitalisation of the Group as at 31 August 2013. £’000 Shareholders’ equity Share capital 77 437 Share premium 188 690 Capital instrument 15 339 Currency translation reserve 5 765 Reverse acquisition reserve 134 295 Other reserves 12 940 Total capitalisation 434 466

Notes: 1. Other reserves do not include profit and loss reserves. 2. As at 31 August 2013, the Group had no indirect or contingent indebtedness. 3. Refer to Note 43 to the audited Financial Statements for the material changes to the capitalisation of the Company since 31 August 2013. 4. Capitalisation does not include retained earnings. 5. Current and non-current borrowings do not include fair value debt adjustments, debt issue costs or fair value derivatives. The following table, extracted without material adjustment from the Group’s audited financial statements for the year ended 31 August 2013, shows the Group’s net indebtedness (distinguishing between secured and unsecured indebtedness) as at 31 August 2013. £’000 A. Cash 33 657 B. Cash equivalent – C. Trading Securities – D. Liquidity (A) + (B) + (C) 33 657 E. Current financial receivables – F. Current bank debt – G. Current portion of non-current debt (174 097) H. Other current financial debt – I. Current financial debt (F) + (G) + (H) (174 097) J. Net current financial indebtedness (I) – (E) – (D) (140 440) K. Non-current bank loans (497 230) L. Bonds issued – M. Other non-current loans – N. Non-current financial indebtedness (K) + (L) + (M) (497 230) O. Net financial indebtedness (J) + (N) (637 670)

5. FINANCING For additional information on the existing debt obligations of Redefine, see Part VIII: “Historical Financial Information on the Group”, as well as paragraph 16 of Part XV for a summary of the major facilities of the Group. The Company’s borrowings are not seasonal in nature and the amount of such debt obligations as the date of the Document was £672.9 million (including the Group's share of jointly controlled entities). The Company’s debt maturity profile is £31.4 million for FY2014, £108.4 million for FY2015, £ 210.0 million for FY2016, £73.3 million for FY2017 and £ 249.8 million for FY2018 onwards. The debt of each senior debt facility is secured on a discrete set of properties with no individual property used as security for more than one facility. The Group owns five unsecured properties. The Investec and Coronation Facility are secured over Cromwell stapled securities. The completions of the VBG and Delta restructurings and the £144.3 million capital raisings have significantly improved the strength of the balance sheet. A key component of the profit after tax is the realised gain of £16.4 million on the restructuring of the VBG portfolio and associated financing facilities. The gain reflects the release of the negative net asset value in the underlying portfolio prior to its disposal, being primarily the property portfolio value of €94.0 million less the debt of €116.0 million.

56 The nominal value of the Group’s debt facilities at 31 August 2013 was £815.9 million and (£635.1 million including its attributable share of debt in subsidiaries and jointly controlled entities). The key financing statistics are summarised in the table below: 31 August 31 August 2013 2012 Key financing statistics £’000 £’000 Total investment portfolio 1 111 702 889 588 Gross debt 815 932 744 733 Cash and short-term deposits (33 657) (17 726) Net debt 782 275 727 007 Weighted average debt maturity 4.67 years 2.57 years Weighted average interest rate 3.94% 5.02% % of debt at fixed/capped rates 99.9% 93.3% Loan-to-value 60.4% 81.7%

Note: 1. Excludes the Gamma residual non-recourse debt (see commentary below). The Delta financing facility will continue to reduce as disposals are made to meet agreed disposal targets. The facility remains non-recourse to the Group. Notwithstanding the appointment of a receiver to the assets held in the Gamma portfolio, according to accounting rules the residual non-recourse debt associated with the portfolio of £41.9 million will remain on the balance sheet until such time as it can be legally extinguished or Redefine International loses control of Wichford Gamma Limited. Refer to the Financial Review included in the results for the year ended 31 August 2013 and Note 38 of the Redefine International 2013 Financial Statements for further details. The £46.0 million Zeta facility matured in May 2013. The portfolio was refinanced for a three-year term at a margin of 3.25 per cent per annum. On 17 October 2013 the Company announced that it had agreed a debt restructuring with Aviva with respect to the Company’s UK shopping centre portfolio. As part of the restructuring the Company exchanged contracts to purchase the Weston Favell Shopping Centre, Northampton for £84 million. Aviva will provide Redefine International with a finance facility of £50 million, with the balance of the purchase consideration being funded through internal cash resources. The interest rate on this Aviva facility will be fixed at circa 5.7% fixed per annum and the loan will be repayable in November 2038. Completion of the transaction is subject to certain conditions, which the Company expects to be fulfilled by 6 December 2013. The transaction, once completed, will result in a restructuring of the Aviva debt secured against Grand Arcade and West Orchards. The debt against the West Orchards property will be legally settled at the current market value of the property (£37 million) and will result in the property becoming unencumbered. The debt against the Grand Arcade property will be reduced by approximately 50% to £73 million in consideration for a cash payment of £7 million. The Company will assume 100% ownership but Aviva will retain the right to participate in 50% of the income and capital growth generated by Grand Arcade (after all costs, expenses and interest) going forward. The Company will have the right to “buy-back” the profit share for a maximum cash payment of £18.5 million, in five instalments, upon the valuation of Grand Arcade increasing by certain agreed benchmarks. Following completion of the transaction, the facilities currently provided by Aviva with respect to two of the Company’s other shopping centres, at Birchwood (Warrington) and Byron Place (Seaham) as well as Grand Arcade, will be cross collateralised with the facility to be provided for Weston Favell.

6. FINANCIAL RISK MANAGEMENT Overview The Group has exposure to the following risks from its use of financial instruments: • credit risk; • liquidity risk; and • market risk. This note presents information about the Group’s exposure to each of the above risks, the Group’s objectives, policies and processes for measuring and managing risk, and the Group’s management of capital. Further quantitative disclosures are included in the financial information contained in Part VIII. The Board has overall responsibility for the establishment and oversight of the Group’s risk management framework. The Board is responsible for developing and monitoring the Group’s risk management policies.

57 The Group’s risk management policies require the identification and analysis of the risks faced by the Group, the setting of appropriate risk limits and controls, and the monitoring of risks and adherence to limits. Risk management policies and systems are reviewed regularly and adjusted to reflect changes in market conditions and the Group’s activities. The Group Audit Committee oversees management’s monitoring of compliance with the Group’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. Credit risk Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s receivables from tenants and on investment securities. Trade and other receivables The Group is exposed to concentrations of credit risk. Concentrations of tenant risk exist in each individual property portfolio. The Board monitors the concentration of credit risk with individual tenants and counterparties across the portfolio. The level of concentration is addressed both with regards to the sector of property, the industry in which the tenant operates and the credit history of the tenant/customer. An allowance is made where there is an identified loss event which is evidence of a reduction in the recoverability of the cash flows. Cash and cash equivalents The Group limits its exposure to credit risk by only investing in liquid securities and only with counterparties that have a credit rating of at least investment grade from Standard & Poor’s and Moody’s except with exemptions granted by the Board. Given the credit quality, management does not expect any counterparty to fail to meet its obligations. Cash transactions are limited to high-credit-quality financial institutions. The Board monitors the exposure of the Group to any one financial institution and ensures that this is limited by diversification of deposits and lending from each institution across the portfolio. Loan counterparties The Group limits its exposure to loan counterparty risk by firstly, diversifying its property related loans over a number of high credit rated financial institutions and secondly, only enters into single interest rate swap agreements with the respective financial institution providing the loan. Mezzanine counterparties are assessed for suitability prior to entering into loan agreements and are reviewed regularly in line with the Group’s risk management policies. Long-term receivables The Group limits its exposure to credit risk by ensuring all loans are made to high-credit-quality financial institutions and counterparties, whose investments are secured over their underlying property assets. Liquidity risk The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity (made up principally of rental income) to meet its liabilities (made up principally of interest) when they fall due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. The monitoring of liquidity risk is assisted by the monthly review of financial covenants imposed by the financial institutions, such as interest and loan to value covenant ratios. Renegotiation of loans takes place in advance of any potential covenant breaches in so far as the factors are within the control of the Board. In periods of increased market uncertainty the Board will ensure sufficient cash resources are available for potential loan repayments/cash deposits as may be required by financial institutions. In certain cases the Company may take a decision not to support non-recourse facilities. The Board performs an annual going concern assessment of the Group to ensure the Group has adequate resources to continue in operation for the foreseeable future. Refer to paragraph 7(b) and to Note 2.2.1 of Redefine’s 2013 Financial Statements for further details on the going concern assumption adopted by the Board. Market risk Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group’s income or the value of its investments in financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return on risk. The Group enters into derivative financial instruments in the ordinary course of business, and also incurs financial liabilities, in order to manage market risks. The Board receives reports on a quarterly basis with regards to currency exposures as well as interest rate spreads and takes the necessary steps to hedge/limit the risk the Group is exposed to. The Group does not apply hedge accounting.

58 Currency risk The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to Euro, AUD and Swiss Franc. Foreign exchange risk arises from current exposures the Group has to foreign currencies, recognised monetary assets and liabilities and net investments in foreign operations. The Group’s investments in foreign subsidiaries and investments held at fair value are not hedged as those currency positions are considered to be long term in nature. Interest rate risk The Group’s exposure to the risk of the changes in market interest rates relates primarily to the Group’s long-term debt obligations with floating interest rates. The Group uses interest rate derivatives to mitigate its exposure to interest rate fluctuations. At the period end, as a result of the use of interest rate swaps, the majority of the Group’s borrowings were at fixed interest rates. The Group’s profit before tax has limited exposure to interest rate fluctuations until the repayment dates of the loans for which the interest rate swaps have been arranged. Refer to Note 26 of the 31 August 2013 Redefine International Financial Statements for further details on the Group’s interest rate swap agreements. Equity price risk Equity price risk arises from investment securities held by the Group. These investments are held at fair value. Their performances are actively monitored and managed on a fair value basis. Commercial property price risk The Board draw attention to the risks associated with commercial property investments. Although over the long -term property is considered a low risk asset, investors must be aware that significant short and medium term risk factors are inherent in the asset class. Investments in property are relatively illiquid and usually more difficult to realise than listed equities or bonds and this restricts the Group’s ability to realise value in cash in the short term. Estimates of fair value of investment properties The best evidence of fair value is current prices in an active market for similar lease and other contracts. In the absence of such information, the Group determines the amount within a range of reasonable estimates. The Group considers information from a variety of sources including: • valuations from independent valuers; • current prices in an active market for properties of a different nature, condition or location, adjusted for those differences; • recent prices from similar properties in less active markets, with adjustments to reflect any changes in economic conditions; and • discounted cash flow projections based on reliable estimates of future cash flows, derived from the terms of any existing lease and from external evidence such as current market rents for similar properties in the same location and condition, and using discount rates that reflect current market assessments.

7. SIGNIFICANT ACCOUNTING POLICIES AND CRITICAL JUDGEMENTS AND ESTIMATES The financial statements of the Group are prepared in accordance with IFRS. New standards/amendments to standards are adopted by the Group as and when required by IFRS and their effects on the Group disclosed at each reporting date. (a) Significant accounting policies The accounting policies applied by the Group in the audited consolidated financial statements for the year ended 31 August 2013 are the same as those applied by the Group in its audited financial statements as at and for the year ended 31 August 2012. The Group has however adopted the amendments to IAS 1 which are applicable to annual periods beginning on or after 1 July 2012. These amendments require the Company preparing financial statements in accordance with IFRSs to group together items within other comprehensive income that may be reclassified to the profit or loss section of the income statement. The amendments also reaffirm existing requirements that items in other comprehensive income and profit or loss should be presented as either a single statement or two consecutive statements. The adoption of these amendments had no impact on the balances recorded but impacted the disclosure in the consolidated statement of comprehensive income.

59 (b) Judgements and estimates The preparation of the condensed consolidated interim financial statements requires the use of judgements and estimates that affect the reported amounts of assets and liabilities at the reporting date and the reported amounts of revenues and expenses during the period reported. Although these estimates are based on the Directors’ best knowledge of the amount, event or actions, actual results may differ from those estimates. The principal areas where such judgements and estimates have been include in the area of financing and going concern, investment property valuation and classification and taxation. These areas are discussed in more detail below. (i) Application of the going concern basis of accounting These consolidated financial statements have been prepared on a going concern basis as, after considering the relevant factors, the Board has a reasonable expectation that the Group has adequate resources to continue in operation for the foreseeable future. Completion of the restructuring on the Delta, Zeta and VBG Facilities as well as the restructuring of the UK shopping centre portfolio debt, financed by Aviva, which was agreed post year end, has significantly improved the going concern expectation of the Group. The Board has also had regard to the funds raised as part of the equity raisings which completed in October 2012 and September 2013 and saw the Company raise gross proceeds of £144.3 million. This additional capital has allowed the Group to further reduce its leverage. The Board remains of the view that the Gamma facility and related portfolio of assets has limited impact on the continued operations of the Group considering the non-recourse nature of the facility. The Board has also considered the working capital forecast for the Group and believes that based on a detailed analysis of cash flow projections, the level of capital raised during the year and the progress made on loan refinancing that the Group has adequate resources to continue in operation for the foreseeable future. (ii) Accounting for Gamma Following the appointment of a Fixed Charge Receiver (“the Receiver”) to the property subsidiaries which secure the Gamma facility, the Board considered whether the Group should continue to consolidate the underlying property companies. Under IAS 27 the requirement for consolidation is based on control, which is the power to govern, either directly or indirectly, the financial and operating policies of an entity so as to obtain benefits from its activities. As a result of the powers and the responsibilities of the Receiver as set out under UK law, the Directors believe that the Group has lost control of the underlying property companies. It no longer has the power to govern their operating activities and or dispose of any of the underlying assets. It is also not in a position to exercise any power to obtain benefits from the underlying subsidiaries activities. Redefine International has therefore ceased to consolidate the underlying property companies from the date control was lost i.e. the date the Receiver was appointed. Wichford Gamma Limited is the primary obligor for the debt although it is recourse only to the subsidiary companies on which it is secured. The Group is deemed to continue to control this company as a receiver has not been appointed and at 31 August 2013 Redefine International continues to have the ability to govern the activities of Wichford Gamma Limited. The Directors have considered the impact of the appointment of the Receiver to the underlying property subsidiaries on the carrying value of the loan facility in the books of Wichford Gamma Limited. IAS 39 does not provide specific guidance on whether or not the appointment by the lender of a receiver over the secured assets constitutes partial settlement of the debt. In the opinion of the Directors, the Receiver is acting on behalf of the lender and consequently they consider that the transfer of the secured assets to the Receiver is in substance the transfer of those assets to the lender. As a result the loan facility recorded in the books of Wichford Gamma Limited and hence consolidated by Redefine International has been reduced by the fair value of the net assets of the property subsidiaries at the date the Receiver was appointed. This is a key judgement. The Group will continue to recognise the residual debt until such time as that element of the debt is legally extinguished or legally released by the Security Trustee or it can be evidenced that Redefine International no longer has the power to control Wichford Gamma Limited. The Company will seek a legal extinguishment of the debt from the Security Trustee following the sale by the Receiver of all the properties securing the Gamma facility .

60 (iii) Investment property valuation The Group uses the valuations performed by its independent valuers as the fair value of its investment properties. The valuation is based upon assumptions including estimated rental values, future rental income, anticipated maintenance costs, future development costs and appropriate discount rates. The valuers also make reference to market evidence of transaction prices for similar properties. (iv) Classification of investment property for hotels The hotel properties are held for capital appreciation and to earn rental income. The properties have been let to Redefine Hotel Management Limited (“RHML”) for a fixed rent which is subject to annual review. The annual review takes into account the forecasted EBITDA for the hotel portfolio when setting the revised rental level. RHML operates the hotel business and is exposed to the fluctuations in the underlying trading performance of the hotels. It is responsible for the day to day upkeep of the properties and retains the key decision making responsibility for the business. Aside from the payment of rental income to Redefine International which resets annually, there are limited or no transactions between the two entities. As a result, Redefine International classifies the hotel properties as investment properties in line with IAS 40. (v) Classification of the Group’s Investment in Cromwell at fair value through profit or loss During the period, the Group’s shareholding in Cromwell was diluted both through the sale of shares and due to the fact that the Group did not participate in certain share issues by Cromwell. The Group sold 86 million shares of its Cromwell holding in April 2013 reducing its shareholding to 16.1%. This was further diluted as the Group did not participate in certain Cromwell share placements. At year end the Group had a 13.70% shareholding in Cromwell. The Group ceased to account for Cromwell as an associate from the date its shareholding fell below 20% as it was no longer deemed to have significant influence over the operations of Cromwell. The investment was designated at Fair Value through Profit or Loss on that date as it is managed on a fair value basis. While there is a presumption that significant influence does not exist if the holding is less than 20% this may be refuted if an ability, or lack of ability, to exercise significant influence is clearly demonstrated. At the year end the Company had Cromwell board representation and as such this increases the judgement involved in determining whether significant influence over the operations of Cromwell exists. The Board has considered whether significant influence continues to exist notwithstanding the fact that the shareholding is below 20%. Significant influence is usually evidenced by one or more of the following: • representation on the board of directors or equivalent governing body of the investee; • participation in the policy-making processes; • material transactions between the investor and the investee; • an interchange of managerial personnel; or • provision of essential technical information. A single factor in isolation does not necessarily indicate significant influence. Having considered all of the facts and circumstances the Directors do not believe that the Company has significant influence over the operations of Cromwell. In making this determination the Board have considered the size of the Company’s shareholding, the size of the Cromwell board, the nature of the directorship currently held on the Cromwell Board (independent non-executive director), the fact that the Company does not have a right to appoint a director and the fact that in practice the Company is unable to significantly influence the decisions and business focus of the Cromwell group. The Directors believe that significant influence over Cromwell no longer exists and that the designation of the Company’s residual investment at Fair Value through Profit or Loss is appropriate. (vi) Property acquisitions Where properties are acquired through the acquisition of corporate interests, the Directors have regard to the substance of the assets and activities of the acquired entity in determining whether the acquisition represents the acquisition of a business. Where such acquisitions are not judged to be an acquisition of a business the transactions are accounted for as if the Group had acquired the underlying property directly. Accordingly, no goodwill arises, rather the cost of the corporate entity is allocated between the identifiable assets and liabilities of the entity based on their relative fair values at the acquisition date.

61 Otherwise corporate acquisitions are accounted for as business combinations. (vii) Taxation The Group is exposed to the risk of changes to tax legislation in the various countries in which the Group operates. It is also exposed to different interpretations of tax regulations between the tax authorities and the Group. (viii) Deferred taxation The Group considers that the value of the property portfolio is likely to be realised through sale. The Group bases its deferred taxation provision on the assumption that the residual value of the investment properties is not less than the present value as provided by its external valuers. The recoverability of any deferred tax asset is assessed and, where it is thought unlikely that a recovery will be made, is not included in the Group’s provision.

8. TREASURY POLICY 8.1 Bank Deposits, Certificates of Deposit and Money Market funds The surplus cash of the Group is invested in Call or Fixed Bank deposits, Certificates of Deposit or Money Market funds. The maturity dates of the bank deposits or CDs will be staggered taking into consideration the cash flow requirements of the Company. Where possible, “break clauses” will be negotiated with the bank to allow fixed deposits to be terminated at short notice. The following must be adhered to on all deposits and CDs (unless specific approval is sought from the Board): • long-term credit rating of the bank (counterparty) should be at least Standard & Poors A+ (Moody’s A1). The rating must be that of the bank/branch where the deposit is made and not the rating of the ultimate parent company; • maximum deposit at any one bank may not exceed GBP10 million (excluding capitalised interest on the deposit); and • no more than 10 per cent of funds in the collective investment vehicle may be invested in instruments with a maturity of greater than six months and all investments of the collective vehicle would qualify for investment if the Company invested in them directly. Authorised signatures required The authorised signatories that are required to make payments or deposits are: • up to GBP1 million – one authorised signatory; and • GBP1 million plus – requires two authorised signatories.

8.2 Foreign exchange exposure The policy of the Company is to hold a minimum of 80 per cent of shareholder funds in Sterling. Foreign currency exposures will be hedged on a case by case basis taking into consideration the perceived risk and the overall currency exposures of the Company. For non-Sterling investments the financing portion of the investment must match the currency of the asset being financed while the equity portion of the investment may remain unhedged subject to the 80 per cent policy above.

8.3 Interest rate exposure The Company follows a policy of hedging floating interest rate exposure into fixed interest rate exposure on loans that exceed one year. Where the Company believes that floating interest rate exposure is appropriate it will not hedge the interest rate risk (e.g. development expenditure). The policy is that at least 75 per cent of all interest rate exposure exceeding one year will be on a fixed rate basis. The Group will use various instruments to hedge interest rate risk including interest rate swaps, options and caps and collars.

62 8.4 Non-recourse funding The policy is to raise finance on a non-recourse basis to the Company and where the loan will have recourse only to the underlying asset being financed. Bilateral guarantees may only be given by the Company if specific board approval is obtained. Total external borrowings shall not at any time, without the previous sanction of an ordinary resolution of the Company, exceed 10 times the aggregate of: • the amount paid up on the issued share capital for the time being of the Company; and • the total of capital and revenue reserves (including any share premium account, capital redemption reserve, all as shown in the latest balance sheet of the Company). Wherever possible the maturity of loan financing will match the duration of the project or the intended holding period for the investment.

8.5 Investor policy The Company will seek to limit unnecessary exposure wherever possible when dealing with treasury instruments. These should include, but not be limited to taxation (both corporate, withholding and VAT), exchange control, derivative instruments (e.g. swaps, collars, cap, etc).

63 PART VIII

HISTORICAL FINANCIAL INFORMATION ON THE GROUP The following documents are incorporated by reference into this document: • the consolidated non-statutory financial statements of the Group for the year 31 August 2013 together with the audit report thereon; • the consolidated financial statements of the Group included in the 2012 Annual Report together with the audit report thereon; • the consolidated financial statements of the Group included in the 2011 Annual Report together with the audit report thereon; and • the consolidated financial information for the Group (formerly Wichford P.L.C) for the 11-month period ended 31 August 2011 together with the accountants’ report thereon as contained in the prospectus dated 13 September 2012 published by the Company. KPMG of 1 Harbourmaster Place, IFSC, Dublin 1, Ireland, has issued an unqualified audit opinion on the consolidated financial statements of the Group for the year ended 31 August 2013, the year ended 31 August 2012, and the year ended 31 August 2011. KPMG of 1 Stokes Place, St. Stephen’s Green, Dublin 2, Ireland, has issued an unqualified accountants’ report on the consolidated financial information for the Group (formerly Wichford P.L.C) for the 11-month period ended 31 August 2011. The consolidated non-statutory financial statements of the Group for the year ended 31 August 2013, the 2012 Annual Report, the 2011 Annual Report and the prospectus dated 13 September 2012 are available for inspection in accordance with paragraph 29 of Part XV and contain information which is relevant to this document.

64 PART IX

PROPOSED SHARE PLANS Following Admission, the Company intends to operate two share plans: the Performance Share Plan and the Restricted Stock Plan. The principal features of the Performance Share Plan and the Restricted Stock Plan are summarised below.

The Performance Share Plan The operation of the Performance Share Plan will be overseen by the Remuneration Committee. The Performance Share Plan will enable selected employees (including executive Directors) to be granted awards in respect of Ordinary Shares. Awards may be granted in the form of: • nil cost options to acquire Ordinary Shares; or • contingent rights to receive Ordinary Shares. Awards will not normally vest until after the end of the period of at least three years beginning with the award date (the “Performance Share Plan Vesting Period”). The Remuneration Committee may however, at its discretion, determine at the time of making an award that different tranches of an award are to be subject to different Performance Share Plan Vesting Periods, with the first tranche to normally vest no earlier than three years after the award date. In either case awards will only vest if and insofar as targets relating to the performance of the Company over a specified performance period of at least three years have been met. Awards are not transferable (except on death) and are not pensionable benefits. Awards may be satisfied by newly issued Ordinary Shares, Ordinary Shares purchased in the market by an employees’ trust or by the transfer of Ordinary Shares held in treasury (to the extent that it is lawful for the Company to hold Ordinary Shares in treasury and to use them for this purpose).

Eligibility Employees (including executive Directors) of the Company or of any of its subsidiaries will be eligible to participate in the Performance Share Plan, at the discretion of the Remuneration Committee.

Individual limits As a result of the Company being dual listed on the Main Market of the LSE and the JSE, the Performance Share Plan will need to operate subject to limits relevant to companies listed on both exchanges. The maximum number of Ordinary Shares that may be awarded to a participant in any financial year of the Company will be limited so that the market value of such Ordinary Shares on the date of the award will not normally exceed 250 per cent of basic salary. If the Remuneration Committee considers that exceptional circumstances exist that justify a higher amount, Ordinary Shares with a value of up to 400 per cent of basic salary may be awarded. In addition, an overarching individual limit on the aggregate number of Ordinary Shares which may be received under the Performance Share Plan by any one individual also applies. That limit has been set at 7 000 000 Ordinary Shares per individual. For the avoidance of doubt, for the purposes of this paragraph “received” means Ordinary Shares which are newly issued or transferred by any means to a participant.

Grant of share awards Awards may only be granted during the period of six weeks following Admission, thereafter, awards may only be granted during the period of six weeks beginning with the dealing day following the announcement of the Company’s results for any period, or within 28 days of a person first joining the Group or, exceptionally, and subject to the Model Code and other relevant restrictions on dealings in Ordinary Shares, on any other day on which the Remuneration Committee determines that exceptional circumstances exist. It is currently intended that the first grant of awards under the Performance Share Plan will take place shortly after Admission. No awards may be made more than 10 years after Admission. No payment will be required for the grant of an award.

65 Dilution limit Awards may be granted over unissued or existing Ordinary Shares. As a result of the Company being dual listed on the Main Market of the LSE and the JSE, the Performance Share Plan will need to operate subject to limits relevant to companies listed on both exchanges. Subject to the overall limit provided in the final paragraph of this section, in overall terms, the number of new Ordinary Shares issued or remaining capable of being issued in any ten year period under the Performance Share Plan and the Restricted Stock Plan (and any other employee share scheme operated by the Company in future in which participation is also at the discretion of the Remuneration Committee) will not exceed 5 per cent of the ordinary share capital of the Company in issue from time to time. Subject to the overall limit provided in the final paragraph of this section, in overall terms, the number of new Ordinary Shares issued or remaining capable of being issued in any ten year period under any employee share scheme operated by the Company will not exceed 10 per cent of the ordinary share capital of the Company in issue from time to time. In practice, as the Company only currently proposes to operate the Performance Share Plan and the Restricted Stock Plan, the Company will be operating within the 5 per cent in 10 years’ limit referred to above. It is only if, for example, an “all-employee” share scheme were to be introduced that the 10 per cent in 10 years’ limit would become relevant. If awards are to be satisfied by a transfer of existing Ordinary Shares, those existing Ordinary Shares will not count towards the percentage limits stated above. Insofar as it is necessary to ensure compliance with the guidelines issued from time to time by institutional investors, the percentage limits stated above will apply to awards satisfied by the transfer of Ordinary Shares held in treasury (but Ordinary Shares would only be held in treasury and/or used for this purpose to the extent that it is lawful for the Company to do so). In addition, an overarching limit on the number of Ordinary Shares which can be received by participants in the Performance Share Plan applies. That limit has been set at 23 000 000 Ordinary Shares . For the avoidance of doubt, for the purposes of this paragraph “received” means Ordinary Shares which are newly issued or transferred by any means to a participant.

Vesting of awards The vesting of awards will be subject to the attainment of certain targets relating to the performance of the Company over the performance period and set by the Remuneration Committee at the time the awards are made. It is currently intended that the awards to be granted shortly after Admission be subject to two total shareholder return (“TSR”) related performance targets. The formulaic outcome of these performance targets will, however, be subject to an overriding Remuneration Committee discretion in respect of overall corporate performance and the individual performance of the awardholder as more fully described below. As to the TSR-related performance targets for the first grant of awards under the Performance Share Plan, half of any such award will be subject to a performance target which measures the Company’s TSR relative to that of each of the members of FTSE EPRA/NAREIT Developed Europe Index (the “Index”) and subject to the following vesting schedule:

Relative TSR performance against members of the Index Percentage of one half of an award that vests Upper quartile 100% Between median and upper quartile Between 25% and 100% Median 25% Below median –

The other half of an award will be subject to a performance target which measures the Company’s TSR relative to that of the members of a bespoke comparator group (“Comparator Group”) comprising the following companies: (The) Local Shopping REIT Highcroft Investments NewRiver Retail British Land Company INTU Properties Primary Health Properties Derwent London Land Securities Group Segro Great Portland Estates London Metric Property Shaftesbury Hammerson McKay Securities Town Centre Securities Hansteen Holdings Mucklow (A.&J.) Group Workspace Group

66 and subject to the following vesting schedule:

Relative TSR performance against members of the Comparator Group Percentage of one half of an award that vests Upper quartile 100% Between median and upper quartile Between 25% and 100% Median 25% Below median –

Both of the proposed TSR performance targets to be applied to the first grant of awards under the Performance Share Plan will be measured over three financial years of the Company (i.e. the financial years of the Company commencing on each of 1 September 2013, 1 September 2014 and 1 September 2015). TSR will in all cases be averaged over the three months prior to the start and end of the performance period. To determine the level of vesting, the TSR of each company in the Index or Comparator Group (as applicable) will be calculated and the companies will then be ranked by reference to their TSR performance. The TSR of the Company at the median rank will be judged median performance and the TSR of the Company at upper quartile rank will be judged upper quartile performance. The Company’s TSR will then be compared to those levels of performance to determine the extent to which an award vests and, if the Company’s TSR is between the median and upper quartile levels, the level of vesting will be calculated on a straight line basis between those two points. As noted above, the formulaic outcome of both of the above performance targets is subject to overriding Remuneration Committee discretion. That is to say that the Remuneration Committee may, at its discretion, adjust the level of vesting determined by reference to the performance targets (downwards or upwards) if it considers that such level of vesting is not reflective of overall corporate performance. The Remuneration Committee may also adjust the level of vesting determined by reference to the performance conditions (upwards or downwards) if it considers it appropriate to do so in light of the awardholder’s personal performance. For the avoidance of doubt, future awards may be granted subject to performance targets other than those described above. Performance targets may be varied by the Remuneration Committee, but only if the Remuneration Committee reasonably considers it to be necessary to ensure that the criteria against which performance will then be measured will be a fairer measure of such performance, the amended performance target will provide a more effective incentive and the amended performance target is not materially less challenging than the original performance target was when first set. For the avoidance of doubt, for the purposes of this paragraph “received” means Ordinary Shares which are newly issued or transferred by any means to a participant. Leaving employment If a participant leaves the Group any unvested portion of his award will normally lapse. If the reason for leaving is death, ill- health, injury, disability, redundancy, retirement, the sale of the employing business or company or otherwise at the discretion of the Remuneration Committee the award will vest at the end of the Performance Share Plan Vesting Period. Alternatively, the Remuneration Committee may allow the award to vest on cessation. In either case, however, the award will only vest to the extent that the performance target is met at the relevant time. The award will also, unless the Remuneration Committee determines otherwise, be subject to a time pro rata reduction to reflect the proportion of the Performance Share Plan Vesting Period that had elapsed on cessation. Corporate events In the event of a takeover, scheme of arrangement or winding up of the Company (not being an internal reorganisation), awards shall vest early to the extent that the performance targets have been satisfied at that time. Awards will also, unless the Remuneration Committee determines otherwise, be subject to a time pro rata reduction to reflect the proportion of the Performance Share Plan Vesting Period that had elapsed at the relevant time. On an internal reorganisation, replacement awards would normally be offered. Awards may also vest on the same basis as would apply on a takeover if a demerger is proposed which, in the opinion of the Remuneration Committee, would or might substantially prejudice the interests of awardholders. Clawback/Malus The Remuneration Committee may, in its absolute discretion, determine at any time before the vesting of an award to reduce the number of Ordinary Shares to which an award relates, cancel an award, or impose further conditions on an award, if it forms the view that: (i) the Company materially misstated its financial results leading to an error in assessing the extent to which any other award has vested;

67 (ii) there has been an error in assessing the extent to which any performance conditions imposed upon any other award were met; (iii) there are circumstances where a participant had by an act or omission contributed to serious reputational damage to the Company’s group; or (iv) there are circumstances where a participant engaged in serious fraud or misconduct. Alternatively, the Remuneration Committee may require the clawback or malus adjustment to be satisfied by way of a reduction in certain other incentive awards, including where relevant the participant’s annual bonus, and/or by requiring the participant to make a cash payment to the Company’s group.

Dividends on award shares An award may be made on terms that, if and when the award vests or is exercised, the participant will be entitled to receive an amount equal to the dividends which would have been paid to the participant on such vested Ordinary Shares during the Performance Share Plan Vesting Period had the participant been the legal owner of such Ordinary Shares during that time. This amount may be delivered in Ordinary Shares or in cash.

Adjustment of share awards If there is a rights or capitalisation issue, sub-division, consolidation, reduction or other variation of the Company’s ordinary share capital, or demerger or payment of a special dividend which would otherwise materially affect the value of an award, the Remuneration Committee may adjust the number of Ordinary Shares subject to the award in proportion to the original number of Ordinary Shares subject to the award.

Rights attaching to shares Shares allotted or transferred under the Performance Share Plan will rank alongside Ordinary Shares of the same class then in issue. The Company will apply to the UK Listing Authority for the listing of any newly issued Ordinary Shares.

Amendment The Remuneration Committee may amend the Performance Share Plan in any respect. However, the provisions governing eligibility requirements, equity dilution, individual participation limits, the basis for determining the rights of participants to acquire Ordinary Shares and the adjustments that may be made following a rights issue or any other variation of capital cannot be altered to the advantage of existing or new participants without the prior approval of Shareholders in general meeting. There is an exception for minor amendments to benefit the administration of the Performance Share Plan, to take account of a change in legislation or developments in the law affecting the Performance Share Plan or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants in the Performance Share Plan or for any member of the Group. In addition, no alteration may be made that would materially adversely affect any subsisting rights of any participants without their prior consent.

Overseas plans The Company may at any time (and without further reference to Shareholders) establish schedules to the Performance Share Plan and/or further plans based on the Performance Share Plan but modified to take account of local securities laws, exchange controls or tax laws, provided that any Ordinary Shares made available under such schedules and/or plans are treated as counting against the limits on individual participation and the overall dilution limits applicable under the Performance Share Plan.

The Restricted Stock Plan The operation of the Restricted Stock Plan will be overseen by the Remuneration Committee. The Restricted Stock Plan will enable selected employees (excluding executive Directors and participants in the Performance Share Plan) to be granted awards in respect of Ordinary Shares. Awards may be granted in the form of: • nil cost options to acquire Ordinary Shares; or • contingent rights to receive Ordinary Shares. Awards will not normally vest until after the end of the period of three years beginning with the award date (the “Restricted Stock Plan Vesting Period”). The Restricted Stock Plan Vesting Period may, however, be such other period (longer or shorter) as the Remuneration Committee may determine. The Remuneration Committee may, at its discretion, determine at the time of making an award that different tranches of an award are to be subject to different Restricted Stock Plan Vesting Periods. Performance targets may or may not be applied to awards granted under the Restricted Stock Plan, at the discretion of the Remuneration Committee. Awards are not transferable (except on death) and are not pensionable benefits.

68 Awards may be satisfied by newly issued Ordinary Shares, shares purchased in the market by an employees’ trust or by the transfer of Ordinary Shares held in treasury (to the extent that it is lawful for the Company to hold Ordinary Shares in treasury and to use them for this purpose).

Eligibility Employees (excluding executive Directors and participants in the Performance Share Plan) of the Company or of any of its subsidiaries will be eligible to participate in the Restricted Stock Plan, at the discretion of the Remuneration Committee.

Individual limits As a result of the Company being dual listed on the Main Market of the LSE and the JSE, the Restricted Stock Plan will need to operate subject to limits relevant to companies listed on both exchanges. The maximum number of Ordinary Shares that may be awarded to a participant in any financial year of the Company will be limited so that the market value of such Ordinary Shares on the date of the award will not normally exceed 100 per cent of basic salary. If the Remuneration Committee considers that exceptional circumstances exist that justify a higher amount, Ordinary Shares with a value of up to 400 per cent of basic salary may be awarded. In addition, an overarching individual limit on the aggregate number of Ordinary Shares which may be received under the Restricted Stock Plan by any one individual also applies. That limit has been set at 7 000 000 Ordinary Shares per participant at any one time. For the avoidance of doubt, for the purposes of this paragraph “received” means Ordinary Shares which are newly issued or transferred by any means to a participant.

Grant of share awards Subject to the Model Code and other relevant restrictions on dealings in Ordinary Shares, awards may be granted on any day on which the Remuneration Committee so determines. No awards may be made more than 10 years after Admission. No payment will be required for the grant of an award.

Dilution limit Awards may be granted over unissued or existing Ordinary Shares. As a result of the Company being dual listed on the Main Market of the LSE and the JSE, the Restricted Stock Plan will need to operate subject to limits relevant to companies listed on both exchanges. Subject to the overall limit provided in the final paragraph in this section, the number of New Ordinary Shares issued or remaining capable of being issued in any 10-year period under the Restricted Stock Plan and the Performance Share Plan (and any other employee share scheme operated by the Company in future in which participation is also at the discretion of the Remuneration Committee) will not exceed 5 per cent of the ordinary share capital of the Company in issue from time to time. Subject to the overall limit provided in the final paragraph in this section, in overall terms, the number of new Ordinary Shares issued or remaining capable of being issued in any 10-year period under any employee share scheme operated by the Company will not exceed 10 per cent of the ordinary share capital of the Company in issue from time to time. In practice, as the Company only currently proposes to operate the Restricted Stock Plan and the Performance Share Plan, the Company will be operating within the 5 per cent in 10 years’ limit referred to above. It is only if, for example, an “all-employee” share scheme were to be introduced that the 10 per cent in 10 years’ limit would become relevant. If awards are to be satisfied by a transfer of existing Ordinary Shares, those existing Ordinary Shares will not count towards the percentage limits stated above. Insofar as it is necessary to ensure compliance with the guidelines issued from time to time by institutional investors, the percentage limits stated above will apply to awards satisfied by the transfer of Ordinary Shares held in treasury (but Ordinary Shares would only be held in treasury and/or used for this purpose to the extent that it is lawful for the Company to do so). In addition, an overarching limit on the number of Ordinary Shares which can be received by participants under the Restricted Stock Plan applies. That limit has been set at 23 000 000 Ordinary Shares. For the avoidance of doubt, for the purposes of this paragraph “received” means Ordinary Shares which are newly issued or transferred by any means to a participant.

Vesting of awards Awards will normally vest at the end of the Restricted Stock Plan Vesting Period, subject to the attainment of the performance targets (if any) set by the Remuneration Committee at the time the awards are made. If performance targets are imposed, they may be varied by the Remuneration Committee if the Remuneration Committee reasonably considers it to be necessary to ensure that the criteria against which performance will then be measured will be a fairer measure of such performance, the amended performance target will provide a more effective incentive and the amended performance target is not materially less challenging than the original performance target was when first set.

Leaving employment If a participant leaves the Group any unvested portion of his award will normally lapse. If the reason for leaving is death, ill- health, injury, disability, redundancy, retirement, the sale of the employing business or company, or otherwise at the discretion

69 of the Remuneration Committee, the award will vest on cessation. Alternatively, the Remuneration Committee may allow the award to vest at the end of the Restricted Stock Plan Vesting Period. In either case, however, the award will, unless the Remuneration Committee determines otherwise, be subject to a time pro rata reduction to reflect the proportion of the Restricted Stock Plan Vesting Period that had elapsed on cessation. If any performance targets have been imposed on the award, they must also be satisfied at the relevant time.

Corporate events In the event of a takeover, scheme of arrangement or winding up of the Company (not being an internal reorganisation), awards shall vest early subject, unless the Remuneration Committee determines otherwise, to a time pro rata reduction to reflect the proportion of the Restricted Stock Plan Vesting Period that had elapsed at the relevant time. If performance targets have been imposed on the awards, they must also be satisfied at the relevant time. On an internal reorganisation, replacement awards would normally be offered. Awards may also vest on the same basis as would apply on a takeover if a demerger is proposed which, in the opinion of the Remuneration Committee, would or might substantially prejudice the interests of awardholders.

Clawback/Malus The Remuneration Committee may, in its absolute discretion, determine at any time before the vesting of an award to reduce the number of Ordinary Shares to which an award relates, cancel an award, or impose further conditions on an award, if it forms the view that: (i) the Company materially misstated its financial results leading to an error in assessing the extent to which any other award has vested; (ii) there has been an error in assessing the extent to which any performance conditions imposed upon any other award were met; (iii) there are circumstances where a participant had by an act or omission contributed to serious reputational damage to the Company’s group; or (iv) there are circumstances where a participant engaged in serious fraud or misconduct. Alternatively, the Remuneration Committee may require the clawback or malus adjustment to be satisfied by way of a reduction in certain other incentive awards, including where relevant the participant’s annual bonus, and/or by requiring the participant to make a cash payment to the Company’s group.

Dividends on award shares An award may be made on terms that, if and when the award vests or is exercised, the participant will be entitled to receive an amount equal to the dividends which would have been paid to the participant on such vested Ordinary Shares during the Restricted Stock Plan Vesting Period had the participant been the legal owner of such Ordinary Shares during that time. This amount may be delivered in Ordinary Shares or in cash.

Adjustment of share awards If there is a rights or capitalisation issue, sub-division, consolidation, reduction or other variation of the Company’s ordinary share capital, or demerger or payment of a special dividend which would otherwise materially affect the value of an award, the Remuneration Committee may adjust the number of Ordinary Shares subject to an award in proportion to the original number of Ordinary Shares subject to the award.

Rights attaching to shares Shares allotted or transferred under the Restricted Stock Plan will rank alongside Ordinary Shares of the same class then in issue. The Company will apply to the UK Listing Authority for the listing of any newly issued Ordinary Shares.

Amendment The Remuneration Committee may amend the Restricted Stock Plan in any respect. However, the provisions governing eligibility requirements, equity dilution, individual participation limits, the basis for determining the rights of participants to acquire Ordinary Shares and the adjustments that may be made following a rights issue or any other variation of capital cannot be altered to the advantage of existing or new participants without the prior approval of Shareholders in general meeting. There is an exception for minor amendments to benefit the administration of the Restricted Stock Plan, to take account of a change in legislation or developments in the law affecting the Restricted Stock Plan or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants in the Restricted Stock Plan or for any member of the Group. In addition, no alteration may be made that would materially adversely affect any subsisting rights of any participants without their prior consent.

70 Overseas plans The Company may at any time (and without further reference to Shareholders) establish schedules to the Restricted Stock Plan and/or further plans based on the Restricted Stock Plan but modified to take account of local securities laws, exchange controls or tax laws, provided that any Ordinary Shares made available under such schedules and/or plans are treated as counting against the limits on individual participation and the overall dilution limits applicable under the Restricted Stock Plan .

71 PART X

PROPERTY VALUATIONS OF THE GROUP The Directors Redefine International P.L.C. 14 Athol Street Douglas Isle of Man IM1 1JA Peel Hunt LLP (“Peel Hunt”) Moor House 120 London Wall London EC2Y 5ET Investec Bank plc (“Investec”) 2 Gresham Street London EC2V 7QP

6 November 2013

Dear Sirs,

VALUATION OF PROPERTY ASSETS HELD BY REDEFINE P.L.C. (the “Company”)

1. INTRODUCTION In accordance with our engagement letter dated 30 October 2013 with the Company (the “Company”), we have considered the properties referred to in the attached schedule (the “Schedule”) in order to advise you of our opinion of the Market Value (as defined in paragraph 7.1 below) as at 31 August 2013 (the “Valuation Date”) of the freehold (or heritable title) or long leasehold interests (as appropriate) in each of the properties (the “Properties”).

2. INSPECTIONS All the Properties have been inspected externally by us and we confirm that all of the Properties have been re-inspected within the past six months.

3. COMPLIANCE WITH VALUATION STANDARDS AND THE UK LISTING RULES This report has been prepared in accordance with the latest edition of the RICS Valuation – Professional Standards “the Red Book’. This report is also prepared in accordance with the relevant provisions of the UK Listing Rules and Prospectus Rule 5.6.5G of the UK Prospectus Rules issued by the United Kingdom Listing Authority (the “UKLA”) and paragraphs 128 to 130 of ESMA’s update of CESR’s recommendations for the consistent implementation of the European Commission’s Regulation on Prospectuses no 809/2004. Accordingly, we confirm that the Valuation has been prepared for a “Regulated Purpose” as defined in the Red Book.

4. STATUS OF VALUER AND CONFLICTS OF INTEREST We confirm that we have undertaken the valuations acting as External Valuers as defined in the Professional Standards, qualified for the purpose of the valuations. As you are aware, we currently value all of the Properties on an annual basis on behalf of the Company for accounts purposes. In addition, we value the Manor Royal, Crawley property on a regular basis for the JV partner. We have also valued Newington House in the past on behalf of a banking institution.

72 5. PURPOSE OF THE VALUATION CERTIFICATE Our instructions are to provide Market Values for the purposes of Financial Reporting, Unit NAV pricing and internal performance measurement purposes. We understand that this valuation report (the “Valuation Report”) is required for inclusion in a prospectus concerning the proposed election by the Company for UK-REIT status, the proposed acquisition of Redefine International Fund Managers Limited, approval of the waiver of Rule 9 of the UK Takeover Code and other related matters. The matters referred to above are collectively defined as the “Purpose of this Valuation Report”. In accordance with UKPS 5.4, we have made certain disclosures in connection with this valuation instruction and our relationship with the Company. Liability We confirm that in accordance with your instructions JLL will maintain professional indemnity cover of £5 000 000 for each and every claim, such cover to be maintained throughout the period of the agreed contract (three years). Any liability is to be limited to this amount.

6. DISCLOSURES REQUIRED UNDER THE PROVISIONS OF UKPS 5.4 6.1 Previous valuations of the Properties Jones Lang LaSalle currently undertakes an annual valuation service on behalf of the Company for accounts purposes. As part of this service, we undertook a “desktop” valuation of the Properties in February 2013 on behalf of the Company.

6.2 Jones Lang LaSalle Limited’s relationship with client Aside from the above valuation service, some of the Properties are also managed by Jones Lang LaSalle. Jones Lang LaSalle also act as leasing agents on the Harrow and Wigan Shopping Centres.

6.3 Fee income from Redefine The total fees, including for this assignment, to be earned by Jones Lang LaSalle from Redefine International are less than 5 per cent of the total UK revenues estimated for this financial year.

7. BASIS OF VALUATION 7.1 Market value The value of each of the Properties has been assessed in accordance with the relevant parts of the RICS Professional Standards. In particular, we have assessed Market Value in accordance with PS 3.2. Under these provisions, the term “Market Value” means “The estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion”. In undertaking our valuations on the basis of Market Value, we have applied the conceptual framework which has been settled by the International Valuation Standards Committee and which is included in PS 3.2. The RICS considers that the application of the Market Value definition provides the same result as Open Market Value, a basis of value supported by previous editions of the Red Book. Subject to the contents of this Valuation Report, we are of the opinion that the aggregate value of the Properties at 31 August 2013, on the basis of Market Value is: Total – UK assets GBP £355 599 000 (Three hundred and fifty-five million five hundred and ninety-nine thousand pounds) Total – Switzerland CHF SF30 900 000 (Thirty million and nine hundred thousand swiss francs)

7.2 Date of valuation Our opinion of value is as at 31 August 2013 (the “Valuation Date”), as instructed. In addition we confirm that: there has been no material change to the Valuation since the Valuation Date; and we are not aware, as a result of our role as an independent valuer of the Portfolio, of any matter which is not disclosed in the document or which has not been disclosed to Redefine, Peel Hunt and Investec in writing and which is required to be brought to their attention.”

73 7.3 Taxation and costs We have not made any adjustments to reflect any liability to taxation that may arise on disposal, nor for any costs associated with disposals incurred by the owner. No allowance has been made to reflect any liability to repay any government or other grants, taxation allowance or lottery funding that may arise on disposals.

8. VAT We have been advised by the Investment Manager that the option to tax has been exercised in respect of all the Properties. The capital valuations and rentals included in this Valuation Report are net of value added tax at the prevailing rate.

9. ASSUMPTIONS AND SOURCES OF INFORMATION An Assumption is stated in the Glossary to the Professional Standards (the “Red Book’) to be a “supposition taken to be true” (“Assumption”). Assumptions are facts, conditions or situations affecting the subject of, or approach to, a valuation that, by agreement, need not be verified by a valuer as part of the valuation process. In undertaking our valuations, we have made a number of Assumptions and have taken account of certain sources of information. The Company has confirmed that we may make the Assumptions for the purposes of our valuations. In the event that any of these Assumptions prove to be incorrect, then our valuations should be reviewed. The Assumptions we have made for the purposes of our valuations are referred to below: 9.1 Title We have not had access to the title deeds of the Properties. We have made an Assumption that the Properties have good and marketable title in each case and that the Properties are free from any onerous or hampering restrictions or conditions. We should emphasise, however, that the interpretation of such documents of title (including relevant deeds, leases and planning consents) is the responsibility of your legal adviser.

9.2 Condition of structure and services, deleterious materials, plant and machinery and goodwill We have not carried out building surveys, tested services, made independent site investigations, inspected woodwork, exposed parts of the structure which were covered, unexposed or inaccessible, nor arranged for any investigations to be carried out to determine whether or not any deleterious or hazardous materials or techniques have been used or are present in any part of the Properties. We are unable, therefore, to give any assurance that the Properties are free from defect. For the purposes of these valuations, we have made an Assumption that any such investigation would not reveal the presence of such materials in any adverse condition. No mining, geological or other investigations have been undertaken to certify that the sites of the Properties are free from any defect as to foundations. We have made an Assumption that the load bearing qualities of the sites of the Properties are sufficient to support the buildings constructed (or to be constructed) thereon. In the absence of any information to the contrary, we have also made an Assumption that there are no abnormal ground conditions, nor archaeological remains present, which might adversely affect the present or future occupation, development or value of any of the Properties and that the Properties are free from rot infestation or structural or latent defect. No tests have been carried out as to electrical, electronic, heating, plant and machinery, equipment or any other services nor have the drains been tested. We have made an Assumption that, save as disclosed in any reports, all services to the Properties are functioning satisfactorily. No allowance has been made in these valuations for any items of plant or machinery not forming part of the service installations of the Properties. We have specifically excluded all items of plant, machinery and equipment installed wholly or primarily in connection with the occupants’ businesses. We have also excluded furniture and furnishings, fixtures, fittings, vehicles, stock and loose tools. Further, no account has been taken in our valuations of any goodwill that may arise from the present occupation of any of the Properties. Where appropriate we have regarded the shop fronts of retail and showroom accommodation as forming an integral part of the building. All measurements, areas and ages quoted in our report are approximate. It is a condition of Jones Lang LaSalle Limited or any related company, or any qualified employee, providing advice and opinions as to value, that the client and/or third parties (whether notified to us or not) accept that the Valuation Report in no way relates to, or gives warranties as to, the condition of the structure, foundations, soil and services. We have otherwise had regard to the age and apparent general condition of the Properties but comments made in the property details do not purport to express an opinion about or advise upon the condition of uninspected parts and should not be taken as making an implied representation or statement about such parts.

74 9.3 Environmental matters We have been instructed not to make any investigations in relation to the presence or potential presence of contamination in land or buildings, and to make an Assumption that if investigations were made to an appropriate extent then nothing would be discovered sufficient to affect value. We have not carried out any investigation into past uses, either of the properties or any adjacent land to establish whether there is any potential for contamination from such uses or sites, and have therefore made an Assumption that none exists. In practice, purchasers in the property market do require knowledge about contamination. A prudent purchaser of these properties may require appropriate investigations to be made to assess any risk before completing a transaction. Should it be established that contamination does exist, this might reduce the values now reported. We have no basis upon which to assess the reasonableness of this Assumption. If it were to prove invalid then the value would fall by an unspecified amount. Sustainable development is currently a highly publicised subject (pressure from public opinion, changing regulations and a greater general awareness of market players) which could have an effect on future values. In our valuations, we are unable to predict the future changes in perception by market players on this subject, nor the impact of any changes to public regulation. Should it be established subsequently that contamination exists on any of the properties or on any neighbouring land, or that they have been or are being put to any contaminative use other than revealed in the Environmental Assessments, this might reduce the values reported. Accordingly and in the absence of any information in the Environmental Assessments to the contrary, and in the absence of such assessment, we have assumed the following unless advised by the Investment Manager: (i) the properties are not contaminated and are not adversely affected by any existing or proposed environmental law; (ii) any processes carried out on any of the properties which are regulated by environmental legislation are properly licensed by the appropriate authorities; and (iii) that the properties possess current Energy Performance Certificates (“EPCs”) as required under the Energy Performance of Buildings Directive.

9.4 Areas You have provided us with the floor areas of the properties that are relevant to our valuation. As instructed, we have expressly taken account of these areas and have not checked them on site. We have made an Assumption that the floor areas supplied to us have been calculated in accordance with the Code of Measuring Practise.

9.5 Statutory requirements and planning We have not made enquiries as to the local planning information for the purpose of this instruction; we have assumed that the properties are not subject to any planning related issues that may have an effect on our analysis.

9.6 Leasing We have not read copies of the leases or other related documents. However, we have taken account of tenancy schedules provided to us by the Investment Manager and any comments or updates given to us. We have not undertaken credit enquiries into the financial status of the tenants. Unless we have become aware by general knowledge, or we have been specifically advised to the contrary, we have made an Assumption that the tenants are financially in a position to meet their obligations. Unless otherwise informed by the Company or their representatives, we have also made an Assumption that there are no material arrears of rent or service charges, breaches of covenants, or current or anticipated tenant disputes. However, our valuations reflect the type of tenants actually in occupation or responsible for meeting lease commitments, or likely to be in occupation, and a purchasers’ likely perception of the financial status of the tenants.

9.7 Lettings We have made an Assumption that: (i) wherever rent reviews or lease renewals are pending or impending, with anticipated reversionary increases, all notices have been served validly within the appropriate time limits;

75 (ii) all rent reviews are upward only and are to be assessed by reference to full current market rents; (iii) there are no tenants’ improvements that will materially affect our opinion of the rent that would be obtained on review or renewal; (iv) tenants will meet their obligations under their leases, and are responsible for insurance and payments of business rates; and are responsible for all repairs, whether directly or by means of a service charge; (v) there are no user restrictions or other restrictive covenants in leases which would adversely affect value; (vi) where more than 50 per cent of the floor space of a property is in residential use the Landlord and Tenant Act 1987 (the “Act”) gives certain rights to defined residential tenants to acquire the freehold/head leasehold interest in the property. Where this is applicable, we have assumed that necessary notices have been given to the residential tenants under the provisions of the Act, and that such tenants have elected not to acquire the freehold/head leasehold interest, and therefore disposal into the open market is unrestricted; (vii) appropriate permission to assign the interest being valued herein would not be withheld by the landlord where required; and (viii) vacant possession can be given of all accommodation which is unlet or is let on service occupancy.

9.8 Insurance We have assumed appropriate insurance cover is and will continue to be available on commercially acceptable terms, for example, in regard to Composite Panels, Terrorism and Flooding.

9.9 Information In undertaking our valuations, we have carried out our work based upon information supplied to us by the Company and their advisors (primarily Asset Managers), in respect of the tenancy/income schedules with floor areas. We have also taken account of information and advice supplied by the Company in respect of outstanding costs or retentions where works have been completed or are ongoing. We have taken account of information and advice supplied by the Company in respect of costs by way of planning obligations affecting the Properties either as a result of development that has occurred or in respect of future planning obligations in the case of development which may occur in the future. Similarly, we have taken account of information and advice supplied by the Company relating to future development costs and the likely irrecoverable cost of works and repairs to defects revealed by the various Condition Surveys. In each case, we have reflected this advice in our valuations. We have made an Assumption that the information the Company and its professional advisers have supplied to us in respect of the Properties is both full and correct. It follows that we have made an Assumption that details of all matters likely to affect value within their collective knowledge such as prospective lettings, rent reviews, outstanding requirements under legislation and planning decisions have been made available to us and that the information is up to date.

10. VALUATION We are of the opinion that the aggregate of the Market Values as at the Valuation Date, being 31 August 2013, of the freehold (or heritable title) or leasehold interests in each of the Properties described in the Schedule, subject to the Assumptions and comments in this Valuation Report, is as follows: UK Assets – Freehold GBP £168 984 000 (One hundred and sixty-eight million nine hundred and eighty- four thousand pounds) UK Assets – Leasehold GBP £186 615 000 (One hundred and eighty-six million six hundred and fifteen thousand pounds) Total – Switzerland CHF SF30 900 000 (Thirty million and nine hundred thousand swiss francs)

We have valued the Properties individually and no account has been taken of any discount or premium that may be negotiated in the market if all or part of the portfolio was to be marketed simultaneously, either in lots or as a whole.

11. CONSENT AND RESPONSIBILITY Jones Lang LaSalle Limited hereby gives its consent to the inclusion of this Valuation Report in the Prospectus and to the references to this Valuation Report and Jones Lang LaSalle Limited in the Prospectus in the form and context in which they appear. Jones Lang LaSalle Limited authorises, and accordingly takes responsibility for, the contents of this Valuation Report for the purposes of Rule 5.5.3(2)R(f) of the UK Prospectus Rules and confirms that the information contained

76 in this Valuation Report is, to the best of our knowledge and having taken all reasonable care to ensure that is the case, in accordance with the facts and contains no omission likely to affect its import.

12. CONFIDENTIALITY AND DISCLOSURE The contents of this Valuation Report and Schedule may be used only for the purpose of this Valuation Report. Before this Valuation Report, or any part thereof, is reproduced or referred to, in any document, circular or statement, and before its contents, or any part thereof, are disclosed orally or otherwise to a third party, the Valuer’s written approval as to the form and context of such publication or disclosure must first be obtained. For the avoidance of doubt such approval is required whether or not Jones Lang LaSalle Limited are referred to by name and whether or not the contents of our Valuation Report are combined with others.

Yours faithfully

Mark Whittingham MRICS Director

For and on behalf of

Jones Lang LaSalle Limited

77 £ value Market inclusive Area Area Sq m Area Area Sq ft Sq 4 473 416 320 000 5 587 519 570 000 13 468 1 251 900 000 The property comprises a single storey light industrial The property comprises a single storey level. and cladding at roof unit with brick elevations shutter full height roller The property includes three Customer site coverage. low doors with a large car park; to the side of unit which is fully glazed access area with steel framing. industrial unit The property comprises a single storey shutter doors and full height roller including seven to one wing of the unit including a fully customer area is noted eternally entrance with steel framing. It glazed a portion of the unit has an extended pitched roof been which would suggest an extra floor may have and installed since the original construction. Access is via Chesser Avenue. egress The property comprises is the tenant). (looks as if Hi-Q industrial unit with pitched cladded a single storey shutter doors. full height roller including seven roof The property is located on an island site between and egress Access Street. and Hood Dalrymple Street is via Dalrymple Street. SCHEDULE OF UK PROPERTIES The property is located in a quasi-commercial/ within Irvine, a Scottish new town. area residential includes occupiers of Ladbrokes, area The surrounding Funeralcare. The Co-Operative and Lindsay Fencing Grove. to the property is via Crocus and egress Access The property is located in the capital of Scotland, also the seat of Scottish Parliament. Edinburgh in of the city centre The property is located to the west The station. ground over of Slateford proximity of a local parade property is in close proximity use space. shops and a large proportion of residential Royal Bar, Sports News, Local occupiers include First opposite. directly of Scotland and a Church Bank of The subject property is located close to the Centre of Lowlands West the Centre, Town Greenock in the Inverclyde Centre Scotland, and administrative Kingdom. Dalrymple Street in United council area use orientation of a commercial itself is predominantly Tesco Outlet, with occupiers including Emporium Furniture. and Gillesfies Supermarket 7 Quarry Road Irvine 7 Chesser Avenue Edinburgh 70-90 Dalrymple Street Greenock Prop refProp name Property Location comments property description Brief UK 24 Fit Kwik UK 25 Fit Kwik UK 26 Fit Kwik

78 £ value Market inclusive Area Area Sq m Area Area Sq ft Sq 6 766 629 720 000 6 384 593 500 000 6 850 636 440 000 The subject property comprises a single storey The subject property comprises a single storey and cladding at industrial unit with brick elevations is pitched with an extended The roof height. roof The property has a of the unit. pitch in the centre would assume to to it which we complete open front the unit. shutter door to secure a large roller have The subject property comprises a single storey The subject property comprises a single storey and cladding at industrial unit with brick elevations is pitched with an extended The roof height. roof The property includes of the unit. pitch in the centre shutter doors with a car double full height roller five of the unit. to the front park The property comprises a single storey industrial unit The property comprises a single storey of the within the centre with an extended height roof property which is pitched and would seem to be fully floor the property has concrete ground At glazed. with typical frontages with glazed cladded fascia’s is area A car park occupier branding throughout. located at the end of one quadrant property. a public SCHEDULE OF UK PROPERTIES Italian Corner, Zoo Nightclub, Nightclub, Zoo Corner, Italian The subject property is located in Perth, a city in The subject property is located in Perth, central Scotland, located on the banks of River and Kinross of Perth centre is the administrative It Tay. of Perthshire. and the historic county town council area to the north Street The property is located on Main to the in close proximity centre east of the town is quasi commercial/ area The surrounding riverside. with local occupiers including Chaplinz residential and immediately adjacent Pub The Strathmore café, is via Main and egress Access Inn. to the Bridgend Street. The subject property is located in Perth, a city in The subject property is located in Perth, central Scotland, located on the banks of River and of Perth Centre is the administrative It Tay. of and the historic county town council area Kinross is located on canal Street The property Perthshire. Canal Street centre. which is within the town are of uses; all which however comprises a mixture Local occupiers use predominantly. of a commercial include The a town The subject property is located in Hamilton, of Lowlands in the west-central Lanarkshire, in South of serves centre as the main administrative Scotland. It is the fifth- It council area. Lanarkshire the South The cities) in Scotland. (excluding biggest town centre property is located in the south east of town area. on a main arterial on high dense residential road Street. is via Union and egress Access car park and Rocca blu. and Rocca car park 65-67 Main Street 65-67 Main Brigend Perth 27 – 31 Canal Street Perth Street 50 Union Hamilton Prop refProp name Property Location comments property description Brief UK 29 Fit Kwik UK 27 Fit Kwik UK 28 Fit Kwik

79 £ value Market inclusive Area Area Sq m Area Area Sq ft Sq 4 953 460 430 000 4 977 462 385 000 5 250 488 430 000 The subject property comprises a what would be unit with partially assumed to be a single storey shutter doors full height roller with five pitched roof of the unit. the front towards area with a car park Road. Telford is via and egress Access The subject property comprises a single storey and cladding at industrial unit with brick elevations unable to are We height which is pitched. roof shutter door configuration due to comment on roller a an external inspection; however being masked from of the is located at the front customer area glazed is also located. area a small car parking entrance where The subject property comprises a single storey The subject property comprises a single storey and cladding at industrial unit with brick elevations shutter roller is flat with three The roof height. roof customer entrance to one end doors and fully glazed to the front. area of the unit and car park SCHEDULE OF UK PROPERTIES The subject property is located in East Kilbride, a council Lanarkshire in the South large suburban town is of Scotland. It Central Lowlands West in the area, in 1947. first new town also designated as Scotland’s to The subject property is located in close proximity in what would be described as a centre the town The property is located area. residential predominantly adjacent to a church. an The subject property is located in Cardonald, outlying suburb of the Scottish city Glasgow. right, it lies to the a village in its own Formerly of the city and is bounded to south by southwest The subject property is located Water. White Cart the road on Paisley city centre of Glasgow West to the parade with local occupiers including on a retail West, and Marie Opticians of Scotland, optical Direct Bank Cancer Care. Curie The property is located in Gosport, Hants, a town, a town, The property is located in Gosport, Hants, situated on the south coast of district and borough The within the county of Hampshire. England, of the town subject property is located to the west is predominantly Road Forton Road. on Forton centre The with local occupiers including road a commercial and Motorcycles Peugot Supermarket, Co-Operative Centre. Veterinary Alver 1 Telford Road 1 Telford East Kilbride West Road 2196 Paisley Cardonald Glasgow 152 Forton Road 152 Forton Gosport Hants Prop refProp name Property Location comments property description Brief UK 31 Fit Kwik UK 32 Fit Kwik UK 30 Fit Kwik

80 £ value Market inclusive Area Area Sq m Area Area Sq ft Sq 4,338 403 390 000 4 777 444 375 000 4 486 417 445 000 The subject property comprises a single storey The subject property comprises a single storey would We industrial unit with four pitches to the roof. is a possibility there however assume to be single storey, unable to is first floor ancillarythere storage, however The property an external inspection. comment from shutter doors. Car includes six full height roller and of the unit. Access is located to the front parking Road. is via Bo’Ness egress The subject property comprises a single storey and what would industrial unit with pitched roof clad finish at roof refurbished seem to be a recently however would assume to be single storey, We height. is first floor ancillary is a possibility there storage, there an external unable to comment from however The property includes four full height inspection. is located to the front shutter doors. Car parking roller Road. is via Henver and egress of the unit. Access The subject property comprises a single storey The subject property comprises a single storey and cladding at industrial unit with brick elevations would assume to be We height which is pitched. roof is first is a possibility there there however single storey, unable to comment floor ancillary storage, however The property includes an external inspection. from shutter door and two one single full height roller is shutter doors. Car parking double full height roller of the unit. located to the front SCHEDULE OF UK PROPERTIES The subject property is located in Grangemouth, a The subject property is located in Grangemouth, of Falkirk, and former burgh in the council area town on the Valley, lies in the Forth The town Scotland. 3 miles (4.8km) east of of Forth, banks of the Firth and 13 miles of Bo’ness 5 miles (8.0 km) west Falkirk, The property is (20.9 km) south-east of Stirling. centre. north of the town Road, located on Bo’Ness of a residential is predominantly area The surrounding orientation. a town, The subject property is located in Newquay, and fishing portcivil parish, seaside resort in Cornwall, coast of Atlantic is situated on the North It England. of 20 miles (32 km) west Cornwall approximately The Truro. Bodmin and 12 miles (19 km) north of of the to the west Road, property is located on Henver area, residential in a predominantly centre town occupiers include Speedy local commercial however Hire. The subject property is located in Smethwick, a town a town The subject property is located in Smethwick, West in the Borough, Metropolitan in the Sandwell near the edge of Situated of England. Midlands to the the city of Birmingham it borders borough, The property is located in the south of town east. road on Bearwooda largely commercial centre Road, Shire with local occupiers including M.S Dhilon, and BearwoodShop. Pharmacy Upholstery Bo’Ness Road Bo’Ness Grangemouth Road 244 Henver Newquay Cornwall Bearwood Road Smethwick Midlands West Prop refProp name Property Location comments property description Brief UK 34 Fit Kwik UK 35 Fit Kwik UK 33 Fit Kwik

81 £ value Market inclusive Area Area Sq m Area Area Sq ft Sq 3 778 351 365 000 5 770 536 435 000 3 378 314 375 000 The subject property comprises a single storey The subject property comprises a single storey and brick elevations. industrial unit with pitched roof is there however would assume to be single storey, We is first floor ancillarya possibility there storage, an external unable to comment from however The property includes one full height inspection. would seem the unit does not It shutter door. roller of the is located to the front include any car parking is via Causeway End. and egress unit. Access The subject property comprises a single storey and cladding at roof industrial unit with flat roof full height roller The property includes five level.. the located towards shutter door with car parking Hill. is via Hospital and egress of the unit. Access front 4 562 424 355 000 The subject property comprises a single storey The subject property comprises a single storey with cladding at roof industrial unit with pitched roof however would assume to be single storey, We height. is first floor ancillary is a possibility there storage, there an external unable to comment from however The property includes two full height inspection. is located to the front shutter doors. Car parking roller Street. is via Swan and egress of the unit. Access SCHEDULE OF UK PROPERTIES The subject property is located in Aberdeen, Scotland’s Scotland’s The subject property is located in Aberdeen, 32 local one of Scotland’s most populous city, third Kingdom’s and the United council areas government with an official population 29th most populous city, The property is located on estimate of 220 420. Causeway end to the north of the city centre. west area commercial Causeway is a predominantly End City Foods, with local occupiers including Matthew’s and Nordan. Garage Mazda Plumbing, a city in The subject property is located in Inverness centre is the administrative It the Scottish Highlands. as the and is regarded council area for the Highland The subject of Scotland. capital of the Highlands property is located to the east of city centre. a The subject property is located in Dunfermline, Scotland, on in Fife, Burgh and former Royal town the northern 3 miles (4.8 km) from shore high ground has a population of Dunfermline of Forth. of the Firth 46 430, making it the second-biggest approximately The property is located on Hospital settlement in Fife. in a quasi-commercial/ centre south of the town Hill, with local occupiers including Shadow area, residential Newsagents. and Alan Meston Food Ricks Fast Blinds, The subject property is located in Spalding a market a market The subject property is located in Spalding 30 000 on with a population of approximately town district of Holland in the South Welland the River The property is located in England. Lincolnshire, in a Street on Swan centre to the town close proximity with local occupiers including area largely commercial Professionals The Property Longstaff Eves, Bairstow The Carphone and immediately adjacent to Warehouse. 123 Causeway End Aberdeen Road 40 Milburn Inverness Hill 11 – 43 Hospital Dunfermline Swan Street Swan Spalding Lincolnshire Prop refProp name Property Location comments property description Brief UK 37 Fit Kwik UK 38 Fit Kwik UK 39 Fit Kwik UK 36 Fit Kwik

82 £ value Market inclusive Area Area Sq m Area Area Sq ft Sq 5 989 556 475 000 8 992 835 1 085 000 7 137 663 660 000 The subject property comprises an assumed two storey The subject property comprises an assumed two storey Street Watling light industrial unit on the corner of The property includes six full Road. and Barnsole located shutter door with car parking height roller is via and egress of the unit. Access the front towards Street. Watling The subject property comprises an assumed two storey is via light industrial unit with access and egress The property includes full Road. Carmondean Centre towards shutter doors with car parking height roller of the unit. the front The subject property comprises a detached light and cladding at roof industrial unit with pitched roof The property includes two full height roller height. the located towards shutter door with car parking is via East Road. and egress of the unit. Access front SCHEDULE OF UK PROPERTIES The subject property is located in Gillingham, town town The subject property is located in Gillingham, East in South in the unitary authority of Medway county of Kent. is part of the ceremonial It England. includes the settlements of Brompton, The town Rainham, Rainham Parkwood, Wigmore, Hempstead, The subject property is located on Twydall. and Mark but in centre to the south of town Street, Watling is predominantly Street Watling of. proximity n use with local occupiers including Sew commercial and K.G Pets. Ko’ Wa N’ Sew, The subject property is located in Livingston, a town is the fourth post-WWII Lothian, Scotland. It West in to be built in Scotland, designated 1962. new town and of Edinburgh is about 15 miles (25 km) west It by and is bordered 30 miles (50 km) east of Glasgow, to the northeast and Bathgate of Broxburn the towns The subject property is located in to the northwest. 2.7 miles north-east of the town Carmondean Centre, a is predominantly Carmondean Centre centre. with local occupiers including road commercial garage. and a BP petrol Morrisons The subject property is located in Elgin, a former The subject property is located in Elgin, Scotland. It in Moray, Burgh cathedral city and Royal for Moray. centre and commercial is the administrative Lossie originated to the south of River The town The the flood plain. above on the higher ground to the east of subject property is located on East Road is of East Road but in close proximity centre the town with local occupiers road a commercial predominantly and Garage Ford and Dick including Macrae Company Limited. and Glazing Glass Gramplan Watling Street Watling Gillingham Kent Carmondean Centre Livingston East Road Elgin Prop refProp name Property Location comments property description Brief UK 41 Fit Kwik UK 42 Fit Kwik UK 40 Fit Kwik

83 £ value Market inclusive Area Area Sq m Area Area Sq ft Sq 5 623 522 475 000 4 709 437 440 000 4 621 429 330 000 The subject property comprises an assumed single via light industrial unit with access and egress storey full height The property includes five Road Baillieston the front towards shutter doors with car parking roller of the unit. The subject property comprises an assumed single via light industrial unit with access and egress storey full height The property includes three Road. Hull the front towards shutter doors with car parking roller of the unit. The subject property comprises an assumed two storey The subject property comprises an assumed two storey via light industrial unit with access and egress The property includes two full height Callander Road. the front towards shutter doors with car parking roller of the unit. SCHEDULE OF UK PROPERTIES The subject property is located in Mount Vernon, a Vernon, The subject property is located in Mount in the east end of City Glasgow. area residential east of Road, The property is located on Baillieston is predominantly area The surrounding centre. the town orientation. of a residential a city and The subject property is located in Hull, county of the unitary in the ceremonial authority area stands on the It England. Yorkshire, East Riding of estuary, at its junction with the Humber Hull River has Hull Sea. the North (40 km) inland from 25 miles 256 400.a population of approximately The subject a dominantly Road, property is located on Hull occupiers local commercial however area, residential Local. include Sainsbury’s The subject property is located in Falkirk, a town in a town The subject property is located in Falkirk, lies in the Forth of Scotland. It the Central Lowlands the two most populous almost midway between Valley, cities of Scotland; 23.3 miles (37.5 km) north-west of and 20.5 miles (33.0 km) north-eastEdinburgh of has a population of approximately Falkirk Glasgow. 34 570, making it the 20th most populous settlement The subject property is located on in Scotland. centre. in the south-east of town Callander Road, road a commercial is predominantly Callander Road Tandoori Sanam Tesco, with local occupiers including The Callandar Arms public house. and Restaurant 94 Baillieston Road 94 Baillieston Vernon Mount Glasgow Road 47 – 53 Hull Hull Humberside Callander Road Falkirk Prop refProp name Property Location comments property description Brief UK 44 Fit Kwik UK 45 Fit Kwik UK 43 Fit Kwik

84 £ value Market inclusive Area Area Sq m Area Area Sq ft Sq 8 457 786 1 225 000 3 993 371 330 000 2 877 267 295 000 The subject property comprises an assumed two storey The subject property comprises an assumed two storey via light industrial unit with access and egress full The property includes three Drive. Metropolitan towards shutter doors with car parking height roller of the unit. the front SCHEDULE OF UK PROPERTIES The subject property is located in Plymouth a city and The subject property is located in Plymouth unitary on the south coast of Devon, authority area of about 190 miles (310 km) south-west England, Walk, The property is located on Richmond London. south of the city centre. within a town The subject property is located in Sale, in Greater Trafford, of Borough the Metropolitan the town part of Cheshire, Historically Manchester. on the south bank of River lies on flat ground 1.9 miles (3.1 km) south of Stretford, Mersey, 2.5 miles (4.0 km) northeast of Altrincham, and 5.2 of the city Manchester. miles (8.4 km) southwest 55 000. has population of approximately Sale The subject property is located in Blackpool, a The subject property is located in Blackpool, and unitary of seaside town, borough authority area is situated It England. West in North Lancashire, 17.5 miles Sea, the Irish coast by west along England’s 27 miles (43 km) (28.2 km) northwest of Preston, north 30 miles (48 km) northwest of of Liverpool, Bolton and 40 miles (64 km) northwest of Manchester. The subject has an estimated population of 142 100. It east of the Drive, property is located on Metropolitan a is predominantly Drive Metropolitan centre. town Wickes with occupiers including road commercial opposite. which is directly Richmond Walk Plymouth Devon Road Washway Sale Metropolitan Drive Metropolitan Blackpool Prop refProp name Property Location comments property description Brief UK 47 Fit Kwik UK 48 Fit Kwik UK 46 Fit Kwik

85 £ value Market inclusive Area Area Sq m Area Area Sq ft Sq 10 446 970 875 000 10 119 940 1 370 000 The subject property comprises an assumed two storey The subject property comprises an assumed two storey via Heaton light industrial unit with access and egress shutter The property includes ull height roller Lane. of the unit. the front towards doors with car parking SCHEDULE OF UK PROPERTIES The subject property is located in the county town of The subject property is located in the county town of England. region Midlands West in the Staffordshire, 16 miles (26 km) north of lies approximately It and 18 miles (29 km) south of Stoke- Wolverhampton 13 adjacent to the M6 motorway Junction on-Trent, has a population of 14. Stafford to Junction the fourth 122 000, making Stafford approximately The County. largest settlement in the Ceremonial on Lichfield Road. property is located The subject property is located in Stockport, a town in a town The subject property is located in Stockport, 6 miles ground lies on elevated It Manchester. Greater Stockport city centre. (10 km) southeast of Manchester borough is the largest settlement in metropolitan has a population of of the same name. Stockport The property is located on 281,000. approximately but in close centre of the town Lane, west Heaton a Lane is predominantly Heaton proximity. with local occupiers including Big road commercial public Inn The Crown and Wear Men’s Designer Size house. Lichfield Road Stafford Staffordshire 179 Heaton Lane 179 Heaton Stockport Prop refProp name Property Location comments property description Brief UK 50/51 Fit Kwik UK 49 Fit Kwik

86 £ value Market inclusive Area Area Sq m – – 219 000 – – 1 230 000 Area Area Sq ft Sq The subject property comprises a substantial corner building constructed, understand, in the we retail in 2007 to The property was redeveloped 1950s. units, some of which floor retail six ground provide include basements and 42 flats to the upper three encased, steel frame The building is of concrete floors. construction and has a mainly stone façade to the The rear shop frontages. glazed above elevation front The brick elevations. of the building has rendered flat sections of the building are to the various roofs unable to gain access at the time were and although we with asphalt. of inspection, appear to be covered The subject property comprises a substantial corner building constructed, understand, in the we retail in 2007 to The property was redeveloped 1950s. units, some of which floor retail six ground provide include basements and 42 flats to the upper three encased, steel frame The building is of concrete floors. construction and has a mainly stone façade to the The rear shop frontages. glazed above elevation front The brick elevations. of the building has rendered flat sections of the building are to the various roofs unable to gain access at the time were and although we with asphalt. of inspection, appear to be covered SCHEDULE OF UK PROPERTIES Swansea is the second largest city in Wales and has a Wales is the second largest city in Swansea is a major of 230 000. It population in the region and is situated centre industrial and commercial 42 miles north-west of Cardiff, approximately of London. and 190 miles west of Bristol 85 miles west The subject property is located within the heart of at the junction of city centre The Kingsway Swansea a major roundabout. and fronting Way and Princess occupies one of five The subject property effectively one of which is the roundabout, blocks which front hotel while the others are Inn the Holiday occupied by secondaryoccupied mostly by retailers. Swansea is the second largest city in Wales and has a Wales is the second largest city in Swansea is a major of 230 000. It population in the region and is situated centre industrial and commercial 42 miles north-west of Cardiff, approximately of London. and 190 miles west of Bristol 85 miles west The subject property is located within the heart of at the junction of city centre Swansea The Kingsway a major roundabout. and fronting Way and Princess occupies one of five The subject property effectively one of which is the roundabout, blocks which front hotel while the others are Inn the Holiday occupied by secondaryoccupied mostly by retailers. 33-47 Princess Way 33-47 Princess Swansea Glamorgan West SA1 5HF 33-47 Princess Way 33-47 Princess Swansea Glamorgan West SA1 5HF Prop refProp name Property Location comments property description Brief UK JV 2 House Pearl UK JV 1 House Pearl

87 £ value Market inclusive Area Area Sq m Area Area Sq ft Sq 41 875 3 890 11 725 000 105 630 9 813 11 300 000 195 388 18 152 37 400 000 1988. circa The subject property comprises three similar style The subject property comprises three Victory House, detached office buildings, two-storey These properties House. Vanguard and House Valiant constructed in were The property comprises a substantial purpose built constructed in 1991 and located shopping centre The building is city centre. centrally within Coventry 1st and 2nd basement upper ground, arranged over 4th and 5th floors providing with 3rd, floor retailing comprises approximately The centre car parking. accommodation 206 130 sq ft (19 150.12 m) of retail of the 2nd the refurbishment which benefitted from in 2006. floor food court area The property comprises a university building arranged The property comprises a university The property eight floors with basement level. over in 2005. was constructed in 1950 and refurbished SCHEDULE OF UK PROPERTIES The properties are located in Crawley, a town and a town located in Crawley, The properties are West status in district with Borough local government is 28 miles (45 km) south of It England. Sussex, (London), 18 miles (29 km) north of Charing Cross and 32 miles (51 km) northeast and Hove, Brighton of Chichester. of the county town in centres is one of the major commercial Coventry is located some 90 miles It Midlands. West the (145 km) north of London and 50 miles (24 km) east is located within an excellent It of Birmingham. strategic position at the hub of national motorway access to the M6, M69 and M40 with direct network motorways. addition, it is also close to the M6 toll In accessible. far more making the north region road, west coast mainline station is located on the west Coventry services to Pendelino Virgin mainline, with direct with journey times of approximately London Euston, 1 hour. The property is located near the junction with and London Bridge Southwark, Road. Borough all are Stations and Castle Underground Elephant (Northern Station Underground Borough close by. Station and Castle Underground line) and Elephant Thameslink) are line and line, Bakerloo (Northern walk. Also within walking both within 5 minutes’ mainline Waterloo and London Bridge distance are stations. Valiant and Vanguard and Valiant CourtChurchill Royal Manor Crawley Shopping Centre Way Smithford Coventry Midlands West CV1 1QX 239 – 251 Southwark 239 – 251 Southwark Southwark Road, Bridge London SE1 6NP Prop refProp name Property Location comments property description Brief UK JV 3 Victory SC1 Orchards West UK 72 House Newington

88 £ value Market inclusive Area Area Sq m Area Area Sq ft Sq 123 589 11 481.7 9 360 000 344 279 31 984 30 020 000 The subject property comprises a substantial covered The subject property comprises a substantial covered the late 1970s. In dating from shopping centre a number of are there addition to the main centre this there of the scheme. Beyond units to the rear retail The main mall office building. is a large two storey to the and is anchored runs direction in an east/west a large Asda food by of the scheme (west) front all at Home with Aldi, Argos and Pets supermarket recently been more occupying units which have constructed to the north east corner of the site. The subject property comprises a substantial corner property forming a large proportion of block of retail offer together with the main bus retail the town’s site of on a generally level station to the rear element The retail 1.77 ha (4.37 acres). approximately shape with two of the property is arranged in an “L’ the mainly pedestrianised parades fronting unbroken Victoria and Square of Queensway/Market streets onto Delamere frontage with a small return Street accommodation The main anchor of the retail Street. at the junction of Queensway store is the BHS variety to both either side with frontages Street Victoria and unit occupying the corner pitch. of a Santander over provided is predominantly Accommodation to us provided The floor areas and first floors. ground equate to a total of 9 033 sq m (97 231 ft) retail accommodation with the bus depot and disused retail extending to 2 448.7 sq m (26 358 ft). SCHEDULE OF UK PROPERTIES Warrington is located mid way between Manchester Manchester is located mid way between Warrington The town city centre. and Liverpool city centre transport links with the M62 excellent benefits from running to the north, the M58 running to the south is Liverpool and M6 to the east of town. with Manchester 18 miles to the west, approximately of towns 19 miles to the east. Other approximately include Leigh, 10 miles to the north note in the area 13 miles to the north west. Helens and St Crewe is located within the administrative area of the area is located within the administrative Crewe Council (now Borough and Nantwich former Crewe East Council) within the county of Cheshire. Cheshire with a population of town is a market Crewe 68 000 people and an estimated approximately lies approximately catchment of 168 000. Manchester Trent on 35 miles to the north east with Stoke is 15 miles to the south east.There approximately 16 of the M6 access to Junction road reasonable 5 miles to the east, with good local road approximately Winsford of Nantwich, to the ruralnetworks towns Railway within a 10 mile radius. Crewe and Sandbach is the major junction with services between Station providing of England West London and the North serviceswith fastest direct to London Euston regular journey time of 1 hour 52 minutes and a regular within Rail service Piccadilly to Manchester Northern London Midland direct is a regular There 46 minutes. with a fastest Street service New to Birmingham journey time of 58 minutes. Centre, Warrington, Centre, 7PG WA3 Cheshire, 1 – 29 Queensway Street Victoria 22 – 48 Way Tower 1 – 11 and Arcade 1 – 6 Royal Station Bus Crewe Crewe Cheshire Prop refProp name Property Location comments property description Brief SC3 Shopping Birchwood SC2 Delamere Place SC2 Delamere

89 £ value Market inclusive Area Area Sq m Area Area Sq ft Sq 115 378 10 719 17 860 000 181 453 16 857 59 750 000 302 314 28 086 77 740 000 The property comprises a covered shopping centre shopping centre The property comprises a covered as is known The centre 1996. which opened in April and is arranged over Centre Shopping Georges St the property offers 23 retail Internally, levels. three cinema, a health a multiscreen restaurants, units, three for 650 cars. car park club and a multi-storey The property comprises a substantial purpose built which was completed in early 2007. shopping centre 425 comprises approximately The centre 000 sq ft comprising top car park (39 483 sq m) with a roof spaces to the northern260 car parking half of the to the car park scheme and a 600 space multi-storey southern section immediately adjacent to Debenhams. plus comprises a two-storey Building The Pennington basement building of traditional load bearing roof. construction being a pitched slate covered The Property comprises a modern purpose built The Property units with 358 comprising 16 retail shopping centre spaces, internal covered associated car parking is The centre concourse and two service areas. to the southern entrance a supermarket by anchored the car park. of the scheme with a separate access from was completed in The construction of the centre and is set on and Kirkland, Bowmer 2007 by October Company. Dock the former site of Old SCHEDULE OF UK PROPERTIES The property is located on St Annes Road in Harrow in Harrow Annes Road The property is located on St Junction which is situated close to the M1 motorway, 16. Harrow- 1 and the M25 Junction 4, M40 Junction are and Railway Stations Underground on-the-Hill less than 0.5 km distant. conurbation Manchester is within the Greater Wigan Metropolitan Wigan and within the boundaries of is 18 miles (29 km) north Wigan Council. Borough of Bolton 8 miles (13 km) west of Manchester, west and 5 miles (8 km) east of Skelmersdale. Byron Place Shopping Centre is located in the town of is located in the town Centre Shopping Place Byron East of Easington on the North in the ward Seaham 6 miles approximately coast in County Durham, East of Durham 14 miles North of Sunderland, South centre of Middlesbrough.The and 23.5 miles North lies 1.5 miles to the east of A19 trunk and road Further 10 miles to the east of A1 (M) motorway. to the completion of newA19 link road (the A182) has facilitated easy access to the town is situated. Bryon Place where centre, St Annes Road St Harrow Middlesex HA1 1HS Wigan Centre Seaham County Durham SR7 7DR Prop refProp name Property Location comments property description Brief SC5 Centre George’s St SC6 Arcade Grand SC4 Shopping Place Byron

90 £ CHF value value Market Market inclusive inclusive Area Area Area Sq m Sq m Area Area Area Sq ft Sq Sq ft Sq 53 282 4 950 9 400 000 306 000 28 427 84 000 .140 000 (sq ft) along with c The subject property comprises a substantial covered The subject property comprises a substantial covered The the mid 1970s. dating from shopping centre 306 000 accommodates approximately centre square The two floors. space arranged over feet of retail with a is at first floor level provision majority of retail The first floor. and small parade at ground car park pitch with a large retailing floor offers a stronger is supermarket Tesco The number of national retailers. at first floor comprising of Boots Newlook WH Smith, Superdrug Wilkinson’s, floor accommodates The ground and Bon Marche. along with a number of local and Natwest Lloyds occupiers. The property was constructed in 2001 and is of steel frame construction with corrugated sheet cladding The property is arranged panels. window and glazed 145 car parking and benefits from a single storey over to an inspection the property appeared spaces. From be in good condition for its age and used well maintained. SCHEDULE OF EUROPEAN PROPERTIES SCHEDULE OF EUROPEAN SCHEDULE OF UK PROPERTIES Weston Favell is located approximately 67 miles north is located approximately Favell Weston of London, 33 miles south Leicester and 54 is located Favell Weston south east of Birmingham. city centre Northampton 3 miles from approximately at the junction of A43 and A450 close to its a fast dual junction with the A43, which provides 15 of the M1 motorway. carriageway link to Junction draws links the Centre road its well-connected With Northampton. a wide catchment beyond from Brig is located in the canton of Valais in the south of Valais is located in the canton of Brig at the foot of northern slope of the Switzerland had a population of 2010 Brig-Glis In Pass. Simplon rate of 12 467 inhabitants and an unemployment of 2.1%. Located close to the hiking and skiing areas and in the Aletsch with Lotschberg and Simplon strong benefits from thermal pools, Brig own it’s tourism industry. Centre 3900 Brig 3 Industriestrasse Switzerland Prop refProp name Property Location comments property description Brief Prop RefProp Name Property Location comments property description Brief – Shopping Favell Weston

91 £ value Market inclusive Area Area Sq m Area Area Sq ft Sq 43 250 4 018 21 500 000 The property was constructed in 1996 and is of steel frame construction with corrugated sheet metal with gravel The property has a flat roof cladding. and is arranged as a Coop petrol covering spaces on the site. 247 car parking are There station. the inspection property was in reasonable From repair condition for its age and use reasonable signs of some water penetration were although there which should be remediated during heavy rain or snow the servicethrough charge. SCHEDULE OF UK PROPERTIES Vich is a municipality in the district of Nyon in the is a municipality in the district of Nyon Vich of is located in the west Vich Vaud. canton of Vich 2010 In border. close to the French Switzerland rate had a population of 772 and an unemployment of 4.4%. 1267 Vichch. ch. De la ch. De Vichch. 1267 429, Centre Bichette commercial Switzerland Prop refProp name Property Location comments property description Brief

92 6 November 2013 The Directors Redefine International P.L.C. (“ Redefine”) 14 Athol Street Douglas Isle of Man IM1 1JA Peel Hunt LLP (“Peel Hunt”) Moor House 120 London Wall London EC2Y 5ET Investec Bank plc (“Investec”) 2 Gresham Street London EC2V 7QP

Dear Sirs

REDEFINE INTERNATIONAL P.L.C. – UK PROPERTY PORTFOLIO VALUATION AT 31 AUGUST 2013

1. INSTRUCTIONS In accordance with instructions received from Redefine International P.L.C., Peel Hunt LLP and Investec Bank plc, dated 11 September 2013, we have undertaken a valuation of the properties described in Schedule 1 (the “Properties”). We understand that this Valuation Report is required for inclusion in an approved prospectus and circular (the “Document”) to be prepared in accordance with the Prospectus Rules and the Listing Rules to be published by Redefine International P.L.C. in connection with its proposed conversion to a UK REIT, the proposed acquisition of Redefine International Fund Managers Limited, approval of the waiver of Rule 9 of the Takover Code and other related matters. This Valuation Report has been prepared in accordance with the Royal Institution of Chartered Surveyors (the “’RICS’’) Valuation – Professional Standards, published in March 2012 (incorporating the International Valuation Standards) (the RICS Red Book). This Valuation Report also complies with the requirements of the UK Listing Authority including, in particular, the contents of paragraphs 128 to 130 of ESMA’s recommendations on the consistent implementation of the European Commission’s Regulation on Prospectuses No. 809/2004.

2. DATE OF VALUATION Our opinions of Market Value are as at 31 August 2013. We are not aware of any material changes in circumstances between the date of the valuation and the date of this valuation report that would affect the valuation and we are not aware, as a result of our role as External Valuer of the Properties, of any matter which is not disclosed in the Document or which has not been disclosed to Redefine, Peel Hunt and Investec in writing and which is required to be brought to their attention.

3. TERMS OF REFERENCE We understand the portfolio comprises 38 properties held for investment purposes, the majority of which are let to either the UK Government or Trillium (Prime) Property GP Ltd, and located throughout the UK. 31 are held freehold/ heritable, two are held on a part freehold and part long leasehold basis and five are long leasehold (over 50 years). All the properties are identified on the attached schedule. We have been provided with files which include floor areas, which we understand were calculated in accordance with the current RICS Code of Measuring Practice (6th Edition) and upon which we have relied. We have been provided with, and have relied upon, information regarding tenure, planning, and environmental issues provided by you and have taken account of summary tenancy schedules prepared by your managing agents Eddisons, Watson Day and Envoy Property Management. In addition to this, you have provided us with management updates on the portfolio.

93 As agreed, although we have reflected our knowledge of market trends in the locality, except where you have advised us to the contrary, we have assumed that there have been no material changes to any of the properties or their surroundings that could have a material effect on the value of Redefine International P.L.C.’s interest since our inspections.

4. STATUS OF VALUER This valuation has been prepared by Paul Byrne MRICS under the supervision of John Rhodes MRICS. We confirm that they are both RICS Registered Valuers and have the knowledge, skills and understanding to undertake this valuation competently and are acting in the capacity of External Valuer. We are required by RICS to disclose the following: • John Rhodes has supervised the valuation of this portfolio since August 2011, and Savills Advisory Services Limited has been undertaking the instruction since this time. We have agreed that the authorised signatory on this valuation will be rotated at least every seven years. • This firm has no other current or recent fee earning relationship with Redefine International P.L.C. apart from valuation services, which have been carried out for a number of years. • In the financial year ending 31 December 2012, the total fees earned from Redefine International P.L.C. and connected parties were less than 5% of Savills Advisory Services Limited turnover.

5. VALUATION 5.1 Basis Our valuations have been prepared on the basis of Market Value in accordance with the latest edition of the RICS Valuation – Professional Standards ("RICS Red Book"), and which is defined in VS 3.2 of the RICS Red Book as follows: “The estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s length transaction after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion.” Our valuations have been arrived at predominantly by reference to market evidence for comparable property. We have made no allowance for any Capital Gains Tax or other taxation liability that might arise upon a sale of a Property, nor have we allowed for any adjustment to any of the Properties’ income streams to take into account any tax liabilities that may arise. We have excluded from our valuations any additional value attributable to goodwill, or to fixtures and fittings which are only of value in situ to the present occupiers. Our valuations are exclusive of VAT (if applicable). No allowance has been made for rights, obligations or liabilities arising in relation to fixed plant and machinery and it has been assumed that all fixed plant and machinery and the installation thereof complied with the relevant EEC legislation. 5.2 Market value We are of the opinion that the aggregate Market Value of the properties in the portfolio, as at 31 August 2013, is: Properties held for investment: Freehold/Heritable £ 118 275 000 Freehold and long leasehold £ 4 700 000 Long leasehold (over 50 years) £ 8 200 000 Property held for development: £12 250 000 TOTAL £ 143 425 000 ( One hundred and forty three million four hundred and twenty five thousand pounds)

The total valuation figure reported is the aggregate total of the individual properties and not necessarily a figure that could be achieved if the portfolio were to be sold as a single holding. Each valuation reflects the costs of acquisition but not realisation. The largest property by value in the portfolio is Crescent Centre, Bristol, which represents 7.32% of the total.

94 5.3 Effect of Government Policies The majority of properties in the portfolio are let to the Government or Trillium (PRIME) Property GP Ltd. We would point out that the Government’s policy of cutting public spending has had a significant impact on a number of Government Departments (particularly those that ‘spend’ rather than ‘collect’ revenue), and this has affected their occupational requirements. The impact of these cuts is still being felt and investors are concerned regarding those leases where expiries or breaks occur within the next five years. We have reflected our perception of market sentiment towards those matters at the date of valuation, but that sentiment may change over time. 5.4 Lease length/Over-renting The majority of the properties in the portfolio are let at rents which are in excess of the current market levels. This will have a negative impact on the capital value of those properties with a shorter term certain as the reversion to market levels approaches.

6. CONFIDENTIALITY The contents of this Report and Valuation may be used on for specific purpose to which they refer. Neither the whole nor any part of this Report or any reference to it may be included now, or at any time in the future, in any published document, circular or statement, nor published, referred to or used in any way without our written approval of the form and context in which it may appear. For the purpose of Prospectus Rule 5.5.3R(2)(f), we accept responsibility for the information within this Report and Valuation and declare that we have taken all reasonable care to ensure that the information contained in the Report and Valuation is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the Document in compliance with Annex 1 item 1.2 of the Prospectus Directive Regulation.

Yours faithfully

John Rhodes MRICS Claire Magowan MRICS RICS Registered Valuer RICS Registered Valuer

For and on behalf of Savills Advisory Services Limited

95 SCHEDULE 1

THE PROPERTIES SCHEDULE A: FREEHOLD/HERITABLE PROPERTY IN THE UK HELD FOR INVESTMENT Market value Approx 31 August Address Description age Tenancies 2013 Unit 19 The property comprises a purpose 1973 Entire let to Aberdeen City Council for a £ 2 100 000 West Tullos built showroom and warehouse of term of 125 years from 25 February 2009 Industrial Estate steel portal frame construction. It is expiring 24 February 2134 without any Wellington Road arranged over two floors and totals break option. The current rent is £100 000 Aberdeen 44 649 sq ft (4 148 sq m) of per annum with five-yearly upwards only AB12 3LQ accommodation. reviews.

DSA The property comprises a driving 2009 Entire let on a full repairing and insuring £3 000 000 Gibfield Park test centre totalling 1 852 sq ft lease to The Secretary of State for Avenue (172 sq m). Built in 2009, the Communities and Local Government for Atherton property is a single storey framed 40 years from January 2009, subject to a M46 OSU building including gas fired central tenant only break option in January 2034. heating, suspended ceilings and an The annual rent is £180 000 per annum. air handling system. 27 car parking spaces and an external tarmacadamed test area (extending to 2.25 acres) are provided. Cooper House A 1990s, self contained office 1992 Entire let to Secretary of State for £2 250 000 59 Peel Street building arranged over ground and Environment at a rent of £306 074 per Barnsley three upper floors extending to 21 annum. S70 2RL 699 sq ft (2 016 sq m). Internally, Tenant break at 31 March 2018. The rent the accommodation features raised is reviewed five-yearly, upwards only, in floors, suspended ceilings with line with CPI. Category II lighting and air- conditioning. The Woodlands The property comprises a four 1985 The main building is let to The First £ 9 650 000 Manton Lane storey modern office building with Secretary of State for a period of 15 years Bedford additional stand alone single storey from 12 August 2005, subject to a tenant MK41 7LW annexe, both of which provide only break option in August 2015, at a rent open plan accommodation. of £981 555 per annum. The fourth floor of the main building is leased back from The Secretary of State to the freeholder for a period of 15 years less one day from 12 August 2005 at a peppercorn rent, and is subsequently underlet to R.K. Harrison for a period expiring 7 August 2020, subject to a tenant only break option in September 2017, at a rent of £367 375 per annum. The Annexe is let to Amey LG Limited on a ten year lease from 26 November 2005 expiring 31 March 2016. The total current income derived from the property is £ 1 453 930 per annum.

96 Market value Approx 31 August Address Description age Tenancies 2013 Crescent Centre The property comprises an office 1970s The property is multi let to five tenants on £10 500 000 Temple Back building arranged in five blocks. 5 leases. The majority of the income is Bristol It extends to 88 503 sq ft derived from The Secretary of State for BS1 6EZ (8 222 sq m). The specification Communities and Local Government until includes refurbished common 2023, subject to a tenant only break option parts, air conditioning, perimeter in 2021. The total income is £ 899 174 per trunking and Category II lighting. annum which rises to £923 000 per annum post rent free periods. Wren House The property comprises a self- 1990s The property is entirely vacant. £1 000 000 Hedgerows contained office building arranged Business Park over ground, first and second floors Colchester Road extending to a net internal area of Chelmsford 13 857 sq ft (1 287 sq m), along CM2 5FP with ancillary car parking. It was constructed in the early 1990s and includes 58 car parking spaces. St. Anne House A purpose built office building on 1970s The office element of the property is £ 5 000 000 20/26 Wellesley ground and twelve upper floors entirely vacant. Bordeaux Fine Wines Road totalling 73 234 sq ft (6 804 sq m) Limited has a temporary agreement to Croydon providing open plan, rectangular occupy a number of car parking spaces. CR9 2UL floor plates of approximately. 6 000 sq ft (557 sq m). The reception, common parts and fourth to 12th floors have air conditioning and suspended ceilings. There are 63 car parking spaces (24 in basement and 39 in a rear surface car park). 7/15 Buccleuch A purpose built office building on 1980s Entire let to The First Secretary of State on £ 750 000 Street ground and two upper floors. The a full repairing and insuring lease expiring Dalkeith property interconnects at ground on 31 March 2023 subject to a tenant EH22 1HB floor level with 15 Buccleuch Street option to break at 31 March 2018. The (not owned). The accommodation current rent is £117 402 per annum and is extends to 7 119 sq ft (661 sq m) subject to five-yearly reviews, the next and has raised floors, gas central being on 28 February 2015, in line with heating and a passenger lift. There CPI. are eight car parking spaces on site. Driving The property comprises a driving 2010 Entire let to The Secretary of State £ 1 900 000 Standards test centre of 1 118 sq ft (104 sqm), Communities and Local Government for a Agency together with a tarmacadamed test term of 40 years expiring 25 November Kilspindie Road area and ancillary car parking. 2050. There is a tenant break on Dundee 26 November 2025 and five-yearly DD2 3QH thereafter. The current rent is £150 000 per annum and is reviewed in line with RPI. 1a Parliament The property is a Grade A listed 1845 Entire let on a full repairing and insuring £4 150 000 Square building arranged over basement, lease to The City of Edinburgh Council Edinburgh ground, first and second floors. until January 2022 at a rent of £395 261 EH1 1RF Refurbished in 2009, it provides per annum. The rent is subject to five 9 404 sq ft (874 sq m) of court yearly rent reviews linked to the increase in and office accommodation, the the RPI, subject to a collar of 3% and a cap specification of which includes gas of 7%. fired central heating, LG7 lighting and comfort cooling.

97 Market value Approx 31 August Address Description age Tenancies 2013 Unit 1, The property comprises a single 2010 Entire let on a full repairing and insuring £3 375 000 Astra Park storey office building of 1 572 sq ft lease to The Secretary of State for Courteney Road (146 sq m) and a tarmacadamed Communities and Local Government until Gillingham motorcycle manoeuvring area. January 2050, subject to a tenant only ME8 0RY break option in March 2025. The passing rent is £250 000 per annum and is subject to five-yearly rent reviews linked to RPI. 2 Derby Street A purpose built office building on 1995 Entire let on a full repairing and insuring £1 250 000 Grays ground and two upper floors and lease to Trillium (Prime) Property GP Ltd RM16 8QQ extending to 11 967 sq ft (1 112 at a rent of £155 842 per annum. Tenant sqm). The accommodation benefits break at 31 March 2018. The rent is from raised floors, gas central reviewable every fifth year of the term, in heating and a passenger lift. There line with CPI. are 34 car parking spaces on site. Ward Jackson Three storey office building, built 1995 Entire let on a full repairing and insuring £1 000 000 House in 1995, providing 20 828 sq ft lease to The Secretary of State For Raby Road (1 934 sq m) of accommodation Communities and Local Government for a Hartlepool along with 46 car parking spaces. term of 25 years from 13 November 1996 TS24 8AA The specification includes raised on full repairing and insuring terms at a floors, suspended ceilings with current rent of £201 500 per annum. There recessed Category II lighting and is is a tenant’s break option on centrally heated via a gas-fired 31 March 2018. The rent is to be reviewed boiler serving wall-mounted five-yearly, upwards only. radiators. St. Clare House The property provides office 1960s Entire let on a full repairing and insuring £ 5 900 000 Princes Street accommodation on ground, lease to The First Secretary of State on a Ipswich podium, mezzanine and 11 upper full repairing lease expiring on 31 July IP1 1PH floors, totalling 82 524 sq ft 2023 subject to five yearly upward only (7 667 sq m). The building is served reviews. There is a tenant only break clause by two escalators within the on 2 April 2021. The current rent is entrance and three main passenger £695 000 per annum. lifts. 31 car parking spaces are located on site. Internally, the specification provides suspended ceilings and carpeted floors. Toilet facilities are located at each floor level. 21 – 22 Park The property is arranged on 1970s Entire let on a full repairing and insuring £5 450 000 Place basement, ground and three upper lease to The Secretary of State for the and floors, providing 39 169 sq ft Environment for an 18 year term from 71 – 77 St Paul’s (3 639 sq m) of office 1 April 2000 at a rent of £635 719 per Street accommodation. The specification annum reviewed at every fifth year of the Leeds includes gas central heating, term to a Market rent. LS1 4UR perimeter trunking and suspended ceilings. Waterside House The property comprises three 1800s Let on a full repairing and insuring lease to £ 3 400 000 Waterside Court former mill buildings converted in The Secretary of State For The Environment Kirkstall Road 2000 to provide office for 15 years from 19 May 2000, at a rent of Leeds accommodation. Two of the £525 000 per annum. The interest includes LS4 2QB buildings, Waterside East and an advertising hoarding which currently Waterside West, have been joined generates an income of £2 000 per annum. with a glazed reception area. The third, Waterside II, is detached. The whole property provides 35 996 sq ft (3 344 sq m) of net internal space together with 126 car parking spaces.

98 Market value Approx 31 August Address Description age Tenancies 2013 Prudential Six-storey office building built in 1885 The ground floor retail unit is let to Abdul £2 300 000 Buildings 1885, with a tower added in 1904. Suliman on a full repairing and insuring 36 Dale Street The ground and first floors lease for a term of fifteen years from Liverpool comprise Tribunal Rooms, with 15 December 2003 at a rent of £13 000 L2 5UZ ancillary offices to the remainder of per annum with open market reviews every the upper floors and storage to the 15 years of the term. basement level. Also provided at The offices are let on a full repairing and ground floor and fronting Dale insuring lease to The First Secretary of Street is a separate, self-contained State, for a term commencing on retail unit which is occupied as a 11 October 2002 and expiring on nailbar. In total, the property 31 March 2018. The current rent reserved extends to 24 851 sq ft is £ 310 421 per annum. The rent is subject (2 308 sq m). to fixed rent reviews at five-yearly intervals to 2.5% compounded annually. The total rent derived from the property is £ 323 421 per annum. 63 – 67 The property comprises an early 1980s Ground, first and second floors are let to £4 600 000 Newington 1980s, self-contained office Trillium (Prime) Property GP Ltd for a Causeway building arranged over basement, term commencing on 21 December 2010 London ground and three upper floors with and expiring on 24 December 2023, SE1 6LS landscaping and ancillary car subject to a tenant’s break option in 2018. parking. The building provides The rent is reviewed in December 2015 to 23 799 sq ft (2 211 sq m) of the higher of the Market Rent or £336 000 accommodation and seven car per annum. The current rent is £315 000 parking spaces. per annum. The third floor is let to InterHealth Worldwide for a term of 10 years from 6 July 2012, subject to a tenant’s break option in July 2019, at a rent of £69 313 per annum. The basement which comprises 926 sqft (86 sqm) of accomadation, is currently vacant. Tweedale House A purpose built, self-contained, “L” 1992 Entire let to The Secretary of State for £ 1 850 000 75 Union Street shaped, three-storey office building, Communities and Local Government on a Oldham which we understand was full repairing and insuring lease until OL1 1LH constructed in 1992. The whole March 2023 subject to a tenant only break property extends to 20 622 sq ft option March 2018. The current passing (1 915 sq m) and includes parking rent is £216 912 per annum, and is for 12 cars. reviewed in line with CPI. 64 Exeter Street The property comprises a detached c.2000 The majority is let to Trillium (PRIME) £9 000 000 and eight-storey building of steel frame Property GP Limited on a full repairing 63 – 65 construction. The building and insuring basis until May 2021, subject Bretonside comprises 61 357 sq ft (5 700 sq m) to a tenant break option in March 2018, at Plymouth of office accommodation. There is a rent of £946 113 per annum based on the PL4 0AJ undercroft car parking for 30 cars. reported CPI uplift as at the outstanding review dated 18 May 2011. One office suite is let to Hagthorn Parry until January 2017 at £49 324 per annum. The total income derived from the property is £995 437 per annum.

99 Market value Approx 31 August Address Description age Tenancies 2013 West Point and The property comprises two 1980s The majority of West Point is let to The £ 2 500 000 Centre Court interlinking buildings; Centre Secretary of State until March 2024, Ebrington Street Point, a two storey building subject to a tenant only break option in Plymouth fronting Exeter Street, and West April 2021, at £136 500 per annum. PL4 9RF Point, a four storey building UKBA occupies part of the second floor of fronting Ebrington Street. The West Point on a lease expiring in March accommodation totals 27 815 sq ft 2016 at £32 300 per annum. The ground (2 584 sq m). floor of Centre Court is let to the Primary Care Trust until February 2016 at a rent of £69 732 per annum. Co-Op Insurance Society Ltd leases the first floor of Centre Court until March 2016 at a passing rent of £100 200. The total rent derived from the property is £338 732 per annum. Transpennine An industrial and office building, 2006 Entire let on a full repairing and insuring £ 8 600 000 200 which extends to 98 735 sq ft lease to The Secretary of State for Pilsworth Road (9 173 sq m) and occupies an Communities and Local Government for a Heywood extensive site of approximately term of 15 years, expiring November 2021. Rochdale 5.33 acres providing 171 parking The lease has been regeared to remove the OL10 2TA spaces. tenant’s break option in 2016 in lieu of a rent reduction to £1 090 163 per annum from November 2013 to November 2016 and £650 000 per annum from November 2016 lease expiry. Kings Court Self-contained office building on 1991 Entire let on a full repairing and insuring £ 6 500 000 80 Hanover Way basement, ground and three upper lease to The First Secretary of State until Sheffield floors totalling 54 219 sq ft 2023 subject to a tenant only break option S3 7UF (5 037 sq m). in March 2018 at £810 614 per annum. The rent is reviewed five-yearly, upwards The property features raised floors, only, in line with CPI. suspended ceilings with recessed strip lights and comfort cooling. 46 car parking spaces are provided in the basement. Trinity House A rectangular shaped, purpose built 1996 Entire let on a full repairing and insuring £1 150 000 High Street office building constructed in the lease to The Secretary of State For The Smethwick mid 1990s on ground and first Environment for a term from 27 March B66 3AD floors and extending to 12 394 sq ft 1997, expiring 31 March 2023, subject to (1 152 sq m) net. The offices have a break at 31 March 2018. The current gas fired central heating and a rent is £159 375 per annum with the next passenger lift. There are 26 car review in March 2017 reviewed in line spaces on site. with CPI. DSA, Kier Park The property comprises a single 2010 Entire let on a full repairing and insuring £5 300 000 Cowley Mill storey office building of 1 245 sq ft lease to The Secretary of State for Road (116 sq m) together with a Communities and Local Government until Uxbridge tarmacadamed external yard used April 2050, subject to a tenant only break UB8 2XW for motorcycle testing. option in April 2030. The rent is £335 000 per annum which is subject to five yearly upward only rent reviews based on the increase in the RPI. Exchange House The property comprises a five 1960s Entire let on a full repairing and insuring £9 350 000 60 Exchange storey office building extending to lease to Trillium (Prime) Property GP Road 62 926 sq ft (5 846 sq m). Limited until 2023, subject to a tenant Watford only break option in March 2018, at WD18 0LL £854 000 per annum. The next rent review is due in September 2014 and is linked to the increase in the CPI.

100 Market value Approx 31 August Address Description age Tenancies 2013 Westwey House A purpose built office building on 1971 Entire let on a full repairing and insuring £2 000 000 Westwey Road ground to third floors and lease to The Secretary of State for Weymouth extending to 28 856 sq ft (2 681 Communities and Local Government for a DT4 8TE sqm). In 2009 the third floor was term of 99 years less three days expiring on refurbished and extended by the 3 May 2070 at a current rent of £110 000 tenant increasing the floor area to per annum. 33 721 sq ft (3 133 sq m). The property is fitted out with suspended floors, under floor trunking, suspended ceilings and air conditioning. There are 120 car parking spaces. Molineux House The property comprises a 1980s, 1980s Entire let on a full repairing and insuring £ 2 600 000 Temple Street three and four storey, “L” shaped lease to Trillium (Prime) Property GP Ltd Wolverhampton office building which is expiring 31 March 2018 and incorporating WV2 4AN interconnected at one end with an RPI linked rent review in 2014. The Temple House. It extends to a net current passing rent is £315 874 per internal floor area of approximately annum. 32 437 sq ft (3 014 sq m) and there is car parking to the rear with 44 marked spaces. Athena House, The property comprises a self- 2005 The property let by way of three leases to £ 1 850 000 Kettlestring contained, two storey office The First Secretary of State (ground and Lane, Clifton building with offices on the ground second floors) and North Yorkshire Police Moor, York and first floors and storage to the Authority (first floor), each for a term of YO30 4XF second floor within the roof space. 15 years from 4 February 2005 on full External tarmacadamed car parking repairing and insuring terms, with five- is provided for 57 cars. In total, the yearly upwards and downwards rent property extends to approximately reviews (ground and first floors only). 23 192 sq ft (1 174 sq m) of net The initial rents will be: internal floor area. The specification Ground – £130 221 per annum. includes raised floors, suspended First – £136 634 per annum. ceilings incorporating LG3 Second – £1.00 per annum (fixed for the lighting, and air-conditioning. term). Heating is provided by a gas fired There is a tenant’s break option on panel radiator system. 4 February 2015 in each lease. SUB-TOTAL £ 118 275 000

101 SCHEDULE B: FREEHOLD AND LONG LEASEHOLD PROPERTY IN THE UK HELD FOR INVESTMENT Market value Approx 31 August Address Description age Tenancies 2013 Comments 31 – 49 Two self-contained offices 1991 31 – 49 Newfoundland Street – £2 350 000 Newfoundland Street – Newfoundland linked at basement and third Fully let to Secretary of State for Held on 126 years and Street and floor level, constructed in Health for a term of 25 years three months from 1 Newfoundland 1991, and arranged over expiring on 28 September 2016. 31 March 1990 with a Court ground and three upper The lease has been assigned to the current passing rent of Bristol floors with 28 undercroft car Urban Regeneration Agency £8 327 per annum, subject BS2 9AP parking spaces. The property (English Partnerships). The to five yearly rent reviews. provides a total of 31 721 Property has subsequently been sq ft (2 947 sq m) of open- sub-let in it’s entirety to Electronic plan office accommodation. Data Systems (EDS) Limited. One Newfoundland Court – The part ground and first floors are let to Solar South West Housing Association Ltd for a term of 10 years from October 2009, with a tenant only break option in March 2014, at a passing rent of £29 638 per annum. The remainder of the ground floor is tenanted by Schooner Investing Ltd for a term expiring in June 2017, subject to a tenant’s option to determine in June 2014, at a rent of £7 500 per annum. The Secretary of State has a lease on the third floor for a period of 25 years, expiring in September 2016 at an annual rent of £49 175. This accommodation has been sub-let on a coterminous basis to EDS. Part of the first and second floors are currently vacant. The combined income from the tenanted accommodation equates to £419 409 per annum (gross), £411 082 (net).

Brocol House Mid 1960s office building c.1965 Entire let to The First Secretary of £2 350 000 The property is held part King Street arranged on basement, State for Works and Pensions on freehold, part leasehold, Wigan ground and three upper full repairing and insuring terms the latter being for a term WN1 1EA floors, providing 44 425 sq ft for a term of 17 years from of 999 years from (4 127 sq m) of 24 March 2007, expiring 23 June 12 October 1847 at a accommodation with 60 car 2024, subject to a tenant’s only peppercorn rent without parking spaces. break option on 31 March 2018, review. at a current rent of £304 679 per The specification includes annum. Five yearly rent reviews raised floors, suspended are linked to the increase in CPI. ceilings, recessed Category II lighting and centrally heated via a gas-fired boiler serving wall mounted radiators. SUB-TOTAL £ 4 700 000

102 SCHEDULE C: LONG LEASEHOLD PROPERTY IN THE UK HELD FOR INVESTMENT Market value Approx 31 August Address Description age Head Lease Tenancies 2013 The The property comprises a 1994 Leasehold. Held for a term of The ground floor is currently £1 6 00 000 Observatory self-contained office building 125 years from 5 April 1993 at vacant. Brunel arranged over ground, first a. peppercorn rent without Chatham and second floors and review. The first floor is tenanted by Maritime extending to a net internal Railsimulator.com Ltd from Chatham area of 21 451 sq ft (1 993 May 2013 for a term of ME4 4NT sq m). It was constructed in seven years, with a tenant 1994 and has 126 car parking only break option in May spaces. 2016. The tenant is currently paying £57 637 per annum (an arrangement based on 50% of rent payable, which comes to an end on 9 May 2015 when the full rent of £115 274 per annum is due). The second floor is let to the Secretary of State for a term of 10 years from 29 March 2012, subject to a tenant’s break option in March 2017, at a rent of £112 738 per annum. 2 Duchess Place Purpose built office building 1970s Leasehold for a term of Entire under-let to Trillium £ 3 650 000 Edgbaston of eight floors. The 125 years from 25 March 2003 (Prime) Property GP Ltd on B16 8NS accommodation extends to at a rent of 7.5% of the rents full repairing and insuring 46 377 sq ft (4 309 sq m) and received above a base rent of terms on a lease expiring on is centrally heated with £42 385 per annum. 31 March 2018 at a current suspended ceilings and two rent of £565 128 per annum. passenger lifts. There are There are rent reviews on 104 on site car parking 1 January 2010 and 2015. spaces. Centralofts The property comprises part c.1920 Leasehold for a term of Entire under-let to The £ 750 000 1 Waterloo of the ground floor within a and 175 years from 1 January 2003 Secretary of State for Square larger complex part of which early at a peppercorn rent without Communities and Local Newcastle dates back to the 1920s and 2000s review. Government for a term of Upon Tyne has undergone complete 15 years from 12 October NE1 4DR refurbishment. 2006 on an effective full The accommodation extends repairing and insuring basis. to a net internal area of There is a tenant’s option to 5 607 sq ft (521 sq m) and determine the lease on has been fitted out to a high 1 December 2015. The specification. The upper current rent passing is floors are used as residential £ 118 869 per annum which units and retained by the is reviewed annually with freeholder. 2.5% per annum uplifts. Heynesfield A “T’ shaped purpose built 1995 Leasehold for a term of 125 Entire under-let on a full £1 200 000 House office building, constructed years from 1 December 1995 at repairing and insuring lease 10 Stoney Lane in 1995. It is arranged on a peppercorn rent without to The Secretary of State of Sparkhill ground and first floors, and review. the Environment until B12 8AF extends to 11 712 sq ft March 2023, subject to a (2 120 sq m). break on 31 March 2018. The current rent is £156 250 per annum and is reviewable every fifth year of the term, in line with CPI.

103 Market value Approx 31 August Address Description age Head Lease Tenancies 2013 Delta 900 The property comprises a c.1989 Leasehold for a term of Entire under-let on full £1 000 000 Delta Business self-contained two storey 125 years from 27 of February repairing and insuring terms Park office building providing 1987. The current rent is to The First Secretary of Great Western 30 495 sq ft (2 833 sq m) of £25 200 per annum and is State for a term of 25 years Way, office accommodation, with geared to the higher of 5.5% of from 25 March 1989 at a Swindon 90 car parking spaces. The the rental income or current rent of £458 190 per SN5 7XQ specification includes raised £12 615 per annum. annum. floors, suspended ceilings with recessed Category II lighting and air handling units. SUB-TOTAL £ 8 200 000

SCHEDULE D: PROPERTIES IN THE UK HELD FOR DEVELOPMENT Address Description Approx Tenancies Market value Comments age 31 August 2013 Equitable House Vacant development site 1960s The property is £4 250 000 * Lyon Road Harrow including a detached office currently vacant. HA1 2DG building that has been stripped back to its frame. Planning permission was secured in 2009 for conversion of this building to residential and office use, however in conjunction with Lyon House (below), the property forms part of the larger development scheme that has subsequently been granted further planning permission for a mixed-use development (see below). Lyon House, Lyon Vacant development site 1960s The property is £8 000 000 * Road, Harrow including a detached office currently vacant. HA1 2DG building that has been stripped back to its frame. Along with Equitable House, the entire site has recently secured planning permission for a mixed-use scheme including residential and commercial accommodation. * We would note that these properties are valued as one contiguous site and the individual site and the individual figures are therefore an apportionment of the whole. SUB-TOTAL £12 250 000 GRAND TOTAL £ 143 425 000

104 6 November 2013 The Directors Redefine International P.L.C. (“ Redefine”) 14 Athol Street Douglas Isle of Man IM1 1JA Peel Hunt LLP (“Peel Hunt”) Moor House 120 London Wall London EC2Y 5ET Investec Bank plc (“Investec”) 2 Gresham Street London EC2V 7QP

Dear Sirs

REDEFINE INTERNATIONAL P.L.C. – GERMAN PROPERTY PORTFOLIO VALUATION AT 31 AUGUST 2013

1. INSTRUCTIONS In accordance with instructions received from Redefine International P.L.C., Peel Hunt LLP and Investec Bank plc, dated 28 October 2013, we have undertaken a valuation of the properties described in Schedule 1 (the “Properties”). We understand that this Valuation Report is required for inclusion in an approved prospectus and circular (the “Document”) to be prepared in accordance with the Prospectus Rules and the Listing Rules to be published by Redefine International P.L.C. in connection with its proposed conversion to UK REIT, the proposed acquisition of Redefine International Fund Managers Limited, approval of the waiver of Rule 9 of the Takeover Code and other related matters. This Valuation Report has been prepared in accordance with the Royal Institution of Chartered Surveyors (the ‘’RICS’’) Valuation – Professional Standards, published in March 2012 (incorporating the International Valuation Standards) (the RICS Red Book). This Valuation Report also complies with the requirements of the UK Listing Authority including, in particular, the contents of paragraphs 128 to 130 of ESMA’s recommendations on the consistent implementation of the European Commission’s Regulation on Prospectuses No. 809/2004.

2. DATE OF VALUATION Our opinions of Market Value are as at 31 August 2013. We are not aware of any material changes in circumstances between the date of the valuation and the date of this valuation report that would affect the valuation and we are not aware, as a result of our role as External Valuer of the Properties, of any matter which is not disclosed in the Document or which has not been disclosed to Redefine, Peel Hunt and Investec in writing and which is required to be brought to their attention.

3. TERMS OF REFERENCE We understand the portfolio comprises three properties held for investment purposes, let to a variety of retail tenants, and located in Berlin, Hamburg, and Ingolstadt. One is held freehold, and two are held on a part freehold and part long leasehold basis. All the properties are identified on the attached schedule. We have been provided with files which include floor areas, which we understand have been prepared in accordance with local standards and upon which we have relied. We have been provided with, and have relied upon, information regarding tenure, planning, and environmental issues provided by you and have relied on summary tenancy schedules prepared by your managing agents Prelios Management Services Deutschland GmbH, GermanReal Asset & Property Management GmbH and CMde CENTERMANAGER und IMMOBILIEN GmbH & CO.KG. In addition to this, you have provided us with management updates on the portfolio.

105 As agreed, although we have reflected our knowledge of market trends in the locality, except where you have advised us to the contrary, we have assumed that there have been no material changes to any of the properties or their surroundings that could have a material effect on the value of Redefine International P.L.C.’s interest since our inspections.

4. STATUS OF VALUER This valuation has been prepared by Christian Glock MRICS and Dr Simon Kempf under the supervision of Draženko Grahovac MRICS. We confirm that Christian Glock MRICS and Draženko Grahovac MRICS are both RICS Registered Valuers and have the knowledge, skills and understanding to undertake this valuation competently and are acting in the capacity of External Valuer. We are required by RICS to disclose the following: • Draženko Grahovac has supervised the valuation of this portfolio since August 2013, and Savills has been undertaking the instruction since this time. We have agreed that the authorised signatory on this valuation will be rotated at least every seven years. • Savills undertook commercial due diligence in the course of the acquisition of this portfolio by Redefine International P.L.C. but has no other current or recent fee earning relationship with Redefine International P.L.C.. In the financial year ending 31 December 2012, the total fees earned from Redefine International P.L.C. and connected parties were less than 5% of Savills European Turnover.

5. VALUATION 5.1 Basis Our valuations have been prepared on the basis of Market Value in accordance with the latest edition of the RICS Valuation – Professional standards ("RICS Red Book") and which is defined in VS 3.2 of the RICS Red Book as follows: “The estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s length transaction after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion.” Our valuations have been arrived at predominantly by reference to market evidence for comparable property. We have made no allowance for any Capital Gains Tax or other taxation liability that might arise upon a sale of a Property, nor have we allowed for any adjustment to any of the Properties’ income streams to take into account any tax liabilities that may arise. We have excluded from our valuations any additional value attributable to goodwill, or to fixtures and fittings which are only of value in situ to the present occupiers. Our valuations are exclusive of VAT (if applicable). No allowance has been made for rights, obligations or liabilities arising in relation to fixed plant and machinery and it has been assumed that all fixed plant and machinery and the installation thereof complied with the relevant EEC legislation.

5.2 Market Value We are of the opinion that the aggregate Market Value of the properties in the portfolio, as at 31 August 2013, is: Properties held for investment: Freehold €88 300 000 Freehold and long leasehold € 95 200 000 TOTAL € 183 500 000 (One Hundred and Eighty Three Million, Five Hundred Thousand Euros)

The total valuation figure reported is the aggregate total of the individual properties and not necessarily a figure that could be achieved if the portfolio were to be sold as a single holding. Each valuation reflects the costs of acquisition but not realisation. The largest property by value in the portfolio is Berlin, Schloss-Strassen-Center, which represents 48% of the total.

106 5.3 We draw your special attention to the fact that the property in Ingolstadt has been valued subject to a special assumption, as agreed with yourselves, whereby the lease with Primark is signed and the development takes place as per the provided updated information in Schedule B.

5.4 Lease length/Over-renting The properties are not let at rents which are significantly in excess of the current market levels.

6. CONFIDENTIALITY The contents of this Report and Valuation may be used only for the specific purpose to which they refer. Neither the whole nor any part of this Report or any reference to it may be included now, or at any time in the future, in any published document, circular or statement, nor published, referred to or used in any way without our written approval of the form and context in which it may appear.

Yours faithfully

Draženko Grahovac MRICS Dr Simon Kempf Director Head of Valuation Europe, RICS Registered Valuer For an on behalf of Savills Advisory Services GmbH

107 € 88 300 000 € 88 300 000 € Market value Market 31 August 2013 31 August a. c. a. 9.64 a. c. a. € 4.9 million a. € c. on the German equivalent of freehold title. The title. of freehold equivalent on the German is held primarily on the car park multi-storey The of long leasehold title. equivalent German from leasehold is for a term of 100 years 3 November 2004 (contract dated 28 December assumed that the lump sum have We 2001). has been paid as per the long leasehold rent ground contract. 2013 Comments value Market 31 August € 71 900 000€ The convertedis held primarily department store Mode Ltd. Co. KG, with an annual gross rent of €2 million rent with an annual gross ( KG, Ltd. Co. Mode lease term of income), and a remaining 41% of the rental the property generates a GRI of Overall, years. 7.08 years. of WARLT and has a rent, including turnover 4 437 889 per annum age Tenancies 2007 The anchor tenant is Primark The property is multi-tenanted. Approx 752 653 per annum and a The main tenant is Media Markt TV-Hifi- Markt The main tenant is Media Altona, with a GmbH Hamburg Elektro GRI of € current expiring on lease term of 1.66 years remaining tenants major retail 2015. Other 30 April KG, & Co. Vertriebs-GmbH include Lidl GmbH, BHG Bahnhofs-Handels-Vertriebs The property GmbH. Rossmann and Dirk generates a total GRI of € of WARLT and has a rent, including turnover 3.58 years. age Tenancies 2005 2004/ Refurb Approx The property is a shopping centre which opened in March which opened in March The property is a shopping centre six floors (basement, ground is arranged over 2007. It 030 sq m. and four upper floors) extending to 18 floor, partly and fourth occupied floors are The second, third, spaces). (365 parking a car park by The asset is a retail property located The asset is a retail train at the Hamburg-Altona consists of a converted station. It and a department store, four-storey with car park separate multi-storey The property floor retail. ground of 15 074 has a total lettable area has car park The multi-storey sq m. spaces. 496 parking SUB-TOTAL IN GERMANY HELD FOR INVESTMENT LEASEHOLD PROPERTY SCHEDULE B: FREEHOLD AND LONG Walther Schreiber Platz 1 Platz Schreiber Walther 12161 Berlin SCHEDULE 1 SCHEDULE THE PROPERTIES IN GERMANY HELD FOR INVESTMENT SCHEDULE A: FREEHOLD PROPERTY Address Description Address Description Paul-Nevermann- 15 Platz 22765 Hamburg

108 the lease with Primark has been signed and that the lease with Primark will take place as per the the development updated information. provided The property is held partly on the German title and partly on the of freehold equivalent of long leasehold title. Plot equivalent German 857 (126 sq m) is held on a long leasehold basis 2009 at a 25 February from for a term of 30 years 926 per month. of €8 rent ground CPI-indexed 10 years. The term may be extended by € 23 300 000€ is based on the special assumption that This value €95 200 000 183 500 000 € 1 599 360 per annum B.V. & Co. KG, with a current GRI of with a current KG, & Co. B.V. 636 000 lease per annum and a remaining € major tenants include Other term of 6.33 years. and Mrs Helga AG) Holding Thalia (Douglas The property (pharmacy). Welz-Djohan generates a total GRI of € of WARLT and has a rent, including turnover 4.93 years. assumed that the have We will take place and be development 2015 as per the provided completed in April applied total development have We information. costs of ca. €5 million as per the provided to the information information. According by the property will be anchored provided, with a GRI of €1.5 million per annum Primark, lease term, and H & M Hennes and a 10-year GRI with a current KG, & Co. B.V. & Mauritz of €636 000 per annum and a lease term 2019. expiring on 31 December Various & Mauritz The main tenant is H & M Hennes The asset is a former department converted to a high street store The in 2009. shopping centre floors five property is arranged over and floor, (basement, ground three upper floors) extending to 10 419 sq m. SUB TOTAL GRAND TOTAL Ludwigsstrasse 25 Ludwigsstrasse 85049 Ingolstadt

109 6 November 2013

The Directors Redefine International P.L.C. (“Redefine International”) 14 Athol Street Douglas Isle of Man IM1 1JA

Peel Hunt LLP (“Peel Hunt”) Tim Stoyle BSc MRICS Moor House E: [email protected] 120 London Wall DL: +44 (0) 20 7409 8842 London +44 (0) 20 7753 8921 EC2Y 5ET Investec Bank plc (“Investec”) 33 Margaret Street 2 Gresham Street London, W1G0JD London T: +44 (0) 20 7499 8644 EC2V 7QP savills.com

Dear Sirs

REDEFINE INTERNATIONAL P.L.C. – UK PROPERTY PORTFOLIO VALUATION AT 31 AUGUST 2013

1. INSTRUCTIONS In accordance with instructions received from Redefine International P.L.C., Peel Hunt LLP and Investec Bank plc, we have undertaken a valuation of the properties described in Schedule 1 (the “Properties”). We understand that this Valuation Report is required for inclusion in an approved prospectus and circular (the “Document”) to be prepared in accordance with the Prospectus Rules and the Listing Rules to be published by Redefine International P.L.C. in connection with Redefine International's conversion to REIT status. This Valuation Report has been prepared in accordance with the Royal Institution of Chartered Surveyors (the ‘’RICS’’) Valuation – Professional Standards, published in March 2012 (incorporating the International Valuation Standards) (the RICS Red Book). This Valuation Report also complies with the requirements of the UK Listing Authority including, in particular, the contents of paragraphs 128 to 130 of ESMA’s recommendations on the consistent implementation of the European Commission’s Regulation on Prospectuses No. 809/2004.

2. DATE OF VALUATION Our opinions of Market Value are as at 31 August 2013. We are not aware of any material changes in circumstances between the date of the valuation and the date of this valuation report that would affect the valuation and we are not aware, as a result of our role as External Valuer of the Properties, of any matter which is not disclosed in the Document or which has not been disclosed to Redefine International, Peel Hunt and Investec in writing and which is required to be brought to their attention.

3. TERMS OF REFERENCE The portfolio comprises seven hotel properties located within the UK, all subject to franchise agreements to operate under brands of Intercontinental Hotel Group. All the properties are identified on the attached schedule. We have been provided with, and have relied upon, management accounting information and trading forecasts for each hotel. In addition to this, we have been supplied with capital expenditure updates on the portfolio. The Properties were inspected in May 2013 by Tim Stoyle MRICS and Ross Connelly MRICS. As agreed, although we have reflected our knowledge of market trends in the locality, we have assumed that there have been no material changes to any of the properties or their surroundings that could have a material effect on the value of Redefine International P.L.C.’s interest since our inspections.

110 With the exception of the above, the terms of reference are in accordance with the attached Valuation General Assumptions and Conditions (Appendix 1).

4. STATUS OF VALUER This valuation has been prepared by Tim Stoyle MRICS and Ross Connelly MRICS. We confirm that they are both RICS Registered Valuers and have the knowledge, skills and understanding to undertake this valuation competently and are acting in the capacity of External Valuer. We are required by RICS to disclose the following: • Tim Stoyle has undertaken the valuation of this portfolio since 2011, and Savills Advisory Services Limited has been undertaking the instruction since this time. We have agreed that the authorised signatory on this valuation will be rotated at least every seven years. • This firm has no other current or recent fee earning relationship with Redefine International P.L.C. apart from valuation services, which have been carried out for a number of years. • In the financial year ending 31 December 2012, the total fees earned from Redefine International P.L.C. and connected parties were less than 5% of Savills Advisory Services Limited turnover.

5. VALUATION 5.1 Basis Our valuations have been prepared on the basis of Market Value, which is defined in VS 3.2 of the RICS Red Book as follows: “The estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s length transaction after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion.” Our valuations have been arrived at predominantly by reference to market evidence for comparable property. We have made no allowance for any Capital Gains Tax or other taxation liability that might arise upon a sale of a Property, nor have we allowed for any adjustment to any of the Properties’ income streams to take into account any tax liabilities that may arise. We have excluded from our valuations any additional value attributable to goodwill, or to fixtures and fittings which are only of value in situ to the present occupiers. Our valuations are exclusive of VAT (if applicable). No allowance has been made for rights, obligations or liabilities arising in relation to fixed plant and machinery and it has been assumed that all fixed plant and machinery and the installation thereof complied with the relevant EEC legislation.

5.2 Market Value We are of the opinion that the aggregate Market Value of the properties in the portfolio, as at 31 August 2013, is:

£150 300 000 (ONE HUNDRED AND FIFTY MILLION, THREE HUNDRED THOUSAND POUNDS)

The total valuation figure reported is the aggregate total of the individual properties and not necessarily a figure that could be achieved if the portfolio were to be sold as a single holding. Each valuation reflects the costs of acquisition but not realisation.

6. CONFIDENTIALITY The contents of this Report and Valuation may be used on for specific purpose to which they refer. Neither the whole nor any part of this Report or any reference to it may be included now, or at any time in the future, in any published document, circular or statement, nor published, referred to or used in any way without our written approval of the form and context in which it may appear. For the purpose of Prospectus Rule 5.5.3R(2)(f), we accept responsibility for the information within this Report and Valuation and declare that we have taken all reasonable care to ensure that the information contained in the Report and Valuation is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the Document in compliance with Annex 1 item 1.2 of the Prospectus Directive Regulation.

111 Yours faithfully

TIM STOYLE MRICS ROSS CONNELLY MRICS RICS Registered Valuer RICS Registered Valuer Head of Hotel Valuation Associate

For an on behalf of Savills Advisory Services Limited

SCHEDULE 1 THE PROPERTIES Market Value Hotel Bedrooms Facilities Tenure 31 August 2013 Holiday Inn Brentford Lock 134 Opened in 2005. Long Leasehold £25 300 000 High Street Hotel comprising 134 bedrooms, 999 years from 2005, Brentford six meeting rooms, restaurant, bar, paying a peppercorn Middlesex TW8 8JZ. mini gym and parking for up to 75 rent cars. Holiday Inn Express 150 Opened in 2003. Freehold £24 700 000 Limehouse A limited service/budget standard 469-475 The Highway hotel comprising 150 bedrooms London E1 3HN with four meeting rooms, bar and the Great Room dining area. There is also a self contained ground floor restaurant that is currently not used. Holiday Inn Express Park 108 Opened in 2003. Freehold £16 150 000 Royal A limited service hotel comprising Victoria Road 108 bedrooms, of which four are North Acton syndicate rooms, plus two meeting London W3 6XU rooms and bar/breakfast dining area. Holiday Inn Express Royal 136 Opened in 2000. Freehold £22 600 000 Docks A limited service hotel comprising Silvertown Way 136 bedrooms with four meeting London E16 1EA rooms, bar and the Great Room dining area. Holiday Inn Express 88 Opened in 2000. Freehold £22 600 000 Southwark A limited service/budget standard 103-109 Southwark Street hotel comprising 88 bedrooms London SE1 with two meeting rooms, bar and the Great Room dining area. Holiday Inn Express Earl’s 150 Opened in 2005. Freehold £26 450 000 Court, 295 North End Road A limited service/budget hotel London W14 9NS comprising 150 bedrooms with two meeting rooms, bar and restaurant. Crowne Plaza Reading 122 Opened in approx 1985. Long Leasehold £12 500 000 Caversham Bridge A full service 4 star hotel, with 122 125 years from 1986. Richfield Avenue Bedrooms, Business Centre, Rent £20 000 per Reading conference facilities and leisure annum Berkshire RG1 8BD club. Total £150 300 000

112

6 November 2013

The Directors Redefine International P.L.C. (“ Redefine”) 14 Athol Street Douglas Isle of Man IM1 1JA

Peel Hunt LLP (“Peel Hunt”) Moor House 120 London Wall London EC2Y 5ET

Investec Bank plc (“Investec”) 2 Gresham Street London EC2V 7QP

Dear Sirs

Redefine International P.L.C. Fuel Station Portfolio – Valuations as at 31 August 2013

1. INTRODUCTION In accordance with your instructions, which were confirmed in our letter dated 29 October 2013, we have inspected the above properties owned by Redefine International (the “Company”) and referred to in the appendices, in order to advise you of our opinion of the Market Value of the freehold and long leasehold interests in each of the properties as at 31 August 2013.

2. PURPOSE OF THE VALUATION We understand that this Report and Valuation is required for inclusion in the approved prospectus and circular in connection with the proposed election by the Company for UK-REIT status, the proposed acquisition of Redefine International Fund Managers Limited, approval of the waiver of Rule 9 of the UK Takeover Code and other related matters and will be taken account of by investors in making their investment decisions in connection with the fundraising. This Report and Valuation has been drawn up to comply with Rule 5.6.5G of the Prospectus Rules, paragraphs 128 to 130 of ESMA’s recommendations for the consistent implementation of the European Commission’s Regulation of Prospectuses No. 809/2004 and is in accordance with UK Practice Standards contained within the Red Book as detailed below.

3. REPORT FORMAT The Appendices to this Valuation Report comprise details of the properties, and our General Assumptions and Conditions.

4. INSPECTIONS The properties were inspected internally and externally during October 2013. We were able to inspect all parts of the properties. Report number Address 1. Ashington Morpeth Road, Ashington, NE63 8PX 2. Bilborough A64 Eastbound, Tadcaster, LS24 8EG 3. Crown Penistone Road, Sheffield, S30 4JB 4. Eynsham A40, Eynsham, Oxfordshire, OX8 1EN 5. Gateshead Sunderland Road, Gateshead, BE10 8HE

113 Report number Address 6. Jorvick Lawrence Street, York, YO1 3EB 7. Key Hill Icknield Street, Birmingham, B18 5AU 8. Lower Wick Malvern Road, Lower Wick, WR2 4NR 9. Phoenix 272 Meanwood Road, Leeds, LS7 2JD 10. Rankin Keighley Road, Bingley, BD16 2RD 11. Riviera 147 Torquay Road, Paignton, TQ3 2AG 12. Sergeants Mead London Road, Beaconsfield, HP9 1XA 13. Stockton Yarm Road, Stockton on Tees, TS18 3RW 14. Stonebridge Nevilles Cross Bank, Stonebridge, DH1 3RY 15. Telegraph Hill Telegraph Hill, Exeter, EX6 7XX 16. Thirsk Thirsk By Pass, Thirsk, YO7 3HL 17. Tollgate Fornham Road, Bury St Edmunds, IP32 6AX 18. Vigo Lane Durham Road, Britley, DH3 2BE 19. Warwick Road Warwick Road, Kenilworth, CV8 1FB

5. COMPLIANCE WITH RICS VALUATION – PROFESSIONAL STANDARDS 2012 We confirm that the valuations have been made in accordance with the appropriate sections of the current Valuation Standards (“VS”), and United Kingdom Valuation Standards (“UKVS”) contained within the RICS Valuation – Professional Standards 2012, (the “Red Book”). Compliance with RICS standards also gives assurance of compliance with IVS.

6. STATUS OF VALUER AND CONFLICTS OF INTEREST We confirm that we have the knowledge, skills and understanding to undertake these valuations competently and that we have undertaken the valuations acting as External Valuers qualified for the purpose of the valuation.

7. DISCLOSURES REQUIRED UNDER THE PROVISIONS OF UKPS 5.4 7.1 Name of Signatory Jeremy D Payne BSc (Hons) MRICS has been the signatory of Valuation Reports provided to the Company for the same purpose as the purpose of this Valuation Report for a continuous period since August 2008. DTZ Debenham Tie Leung has previously valued this portfolio for loan security purposes.

7.2 DTZ’s relationship with client We confirm we have previously valued the 19 subject sites when they were originally sold as part of the Conoco Portfolio in 2001. We have subsequently revalued the sites in February 2006, April 2007, April 2010, June 2011 and September 2012 with desktop reviews in August 2008, September 2009 and February 2011, March 2012 and March 2013.

7.3 Fee income from the Company DTZ Debenham Tie Leung was a wholly owned subsidiary of DTZ Holdings plc (the “Group”) until 5 December 2011, when all the trading subsidiaries of the Group (the “Subsidiaries”) were sold to UGL Limited (“UGL”). In the Group’s financial year ending 30 April 2011, the proportion of fees payable by the Fund/Company to the total fee income of the Group was less than 5%. UGL’s financial year-end is 30 June. We anticipate that the proportion of fees payable by the Fund/Company to the Subsidiaries in the financial year to 30 June 201 3 will remain at less than 5%.

7.4 DTZ involvement in any of the properties in the previous 12 months We have provided valuations to Redefine International P.L.C. in September 2012 and March 2013.

114 8. BASIS OF VALUATION Our opinion of the Market Value of each of the properties has been primarily derived using comparable recent market transactions on arm’s length terms. In accordance with your instructions, we have undertaken our valuations on the Basis of Market Value, the definition of which is set out within the Appendices. In undertaking our valuations on the basis of Market Value we have applied the conceptual framework which has been settled by the International Valuation Standards Committee and which is included in PS 3.2.

9. TAXATION AND COSTS We have not made any adjustments to reflect any liability to taxation that may arise on disposals, nor for any costs associated with disposals incurred by the owner. No allowance has been made to reflect any liability to repay any government or other grants, taxation allowance or lottery funding that may arise on disposals. We have made deductions to reflect purchasers’ acquisition costs.

10. VAT The capital valuations and rentals included in this Valuation Report are net of value added tax at the prevailing rate.

11. ASSUMPTIONS AND SOURCES OF INFORMATION An Assumption is stated in the Glossary to the Red Book to be a “supposition taken to be true” (“Assumption”). Assumptions are facts, conditions or situations affecting the subject of, or approach to, a valuation that, by agreement, need not be verified by a valuer as part of the valuation process. In undertaking our valuations, we have made a number of Assumptions and have taken account of certain sources of information. Where appropriate, the Company has confirmed that our Assumptions are correct so far as they are aware. In the event that any of these Assumptions prove to be incorrect then our valuations should be reviewed.

12. ENVIRONMENTAL MATTERS All sites within the portfolio have been investigated by SLR Consulting, Environmental Consultants who prepared detailed environmental packages for each site which included an investigation, risk assessment and, where required, remedial action to a recognised standard suitable for use. SLR then issued Certificates of Suitability for Use following either quantitative risk analysis or remedial action and which provide SLR’s binding opinion on the condition of each site. The portfolio was acquired by the Company with the benefit of an appointment deed with SLR. The portfolio also has the benefit of an offsite insurance policy to cover any future claims from neighbouring properties. The policy is placed with XL Europe Limited for the period 15 July 2005 to 14 July 2015. The policy liability is up to £3 million per loss and £3 million total for all losses. These limits are in excess of the retention of £2 million for each loss and for all losses in the policy period and which is held on an escrow account shared with other policies. We have made an Assumption that the information and opinions we have been given are complete and correct in respect of the properties and that further investigations would not reveal more information sufficient to affect value. We consider that this Assumption is reasonable in the circumstances. However, purchasers may cause such further investigations to be made and if these were to reveal additional contamination then this might reduce the values now being reported.

13. FLOODING We have made enquiries of the Environment Agency website.

14. TENURE All the sites are held freehold with the exception of Phoenix, which is held long leasehold 85 years from 2 July 1969, expiring 1 July 2054. The passing rent is £17 250 per annum.

15. TENANCIES All the properties are subject to a 20-year occupational lease to Malthurst Limited, guaranteed by Malthurst (UK) Limited. Each lease is on a full repairing and insuring basis and runs from June or July 2005. The five yearly rent reviews have fixed uplifts based on 2.5% per annum compound. There is a tenant only break option at the end of the 15th year.

115 The Deed of Amendment extended each lease by two years, deleted the Tenant’s option to break at the 15th year and reduced the passing rent on one property, 15. Stockton to £54 857 per annum. The aggregate annual rental income is £ 1 439 309 exclusive. The principle amended lease terms are in summary as follows: Demise: As detailed in the schedule Lease date: 21 July 2005 Original lessor: Fuelforce Limited Lessee: Malthurst Limited – Vincent House, 4 Grove Lane, Epping, Essex, CM16 4LH Surety: Malthurst (UK) Limited – Vincent House, 4 Grove Lane, Epping, Essex, CM16 4LH Term: 22-year term effective from between June 2005 and July 2005 for all properties . Break option: None following deed of amendment. Current passing rent: As detailed in the schedule. Next rent review: June or July 2010 and five-yearly thereafter. Rent review basis: Every five years, fixed uplift equating to 2.5% per annum compound. Repairing obligations: To repair and maintain (and where necessary re-build or re-instate) the property and keep it clean and in good substantial repair. The tenant is not obliged to keep the property in better condition than evidenced by the individual Schedules of Condition. To redecorate the exterior of the property every third year and in the last three months of the term and to redecorate the interior of the property every fifth year and in the last three months of the term. Insurance provisions: Landlord insures and tenant reimburses. User: Petrol Filling Station and as an ancillary thereto for such other uses as are consistent of the operation of a good class modern petrol filling station including (but not limited to) a retail shop provision of ATM facilities and a car wash. Alterations: Not to make any alterations or additions to the property without landlord’s consent (not to be unreasonably withheld of delayed). The tenant may make the following amendments without the landlords consent: 1. internal alterations that are non-structural; 2. any alterations to advertising boards at the property; 3. the installation maintenance and alterations of parcel delivery boxes; and 4. the installation maintenance and alteration to any communications and satellite equipment reasonably required by the tenant for the purpose of its business. If reasonably so required reinstate the property at the end of the term. Alienation: Not to assign the whole of the property without landlords prior written consent, not to be unreasonably withheld. Not to underlet the whole or part of the property without the landlords prior written consent, not to be unreasonably withheld.

16. COVENANT Malthurst Limited, the current Tenant and occupier, is a 100% owned subsidiary of Malthurst (UK) Ltd, the guarantor. The unconsolidated accounts for Malthurst Limited for the year ended 30 September 2012 show turnover of £506.782 million, a profit after taxation of £15.2 million, dividends to the holding company of £15.2 million. This profit for the financial year included a profit on disposal of fixed assets of £469 000. The company shareholders’ funds were £ 42.535 million at 30 September 2012; this includes a revaluation reserve of £ 10.328 million . The D&B Rating is 5 A2 based on a tangible net worth of £48.82 million and a low risk of failure. Malthurst (UK) Limited is an intermediate holding company. The accounts for the year ended 30 September 2012 show consolidated turnover of £ 750.45 million and profit after taxation of £6.469 million. The previous year’s consolidated turnover was £701 million and profit after taxation of £6.595 million. The reduction in profit on the increased turnover appears to be as a result of lower margins. The consolidated balance sheet shows shareholder’s funds of £91 703 million, £ 93 202 million the previous year. The D&B Rating is 5A1.

116 The overall holding company is MRH (GB) Limited, which is not a party to the lease. The consolidated balance sheet for MRH (GB) Limited shows shareholder’s funds of £207.253 million at 30 September 2012, up from £ 185.273 million at 2 October 2011. The turnover has reduced from £1 593 million to £1 269 million. The gross profit has reduced from £92.483 million to £79.477 million. The D&B Rating is 5A1.

17. INDUSTRY AND OCCUPIER MARKET Over the past decade there has been a rationalisation in the number of petrol stations driven by a number of factors, including continued competition from supermarkets and the tightening environmental and health and safety legislation. Additionally the cost of modernisation and replacement of plant such as tanks pipe work and pumps on older low volume sites cannot be justified. The closure of sites was further accelerated by the high alternative use development values which were evident across the UK up until mid-2007. The extent of falling site numbers is clearly shown with the fall from 18 000 sites in 1990 to approximately 8 600 in 2012 . The consequence of the falling site numbers is to boost trade on remaining sites resulting in the retained higher volume forecourts further enhancing their trade. The forecourt grocery sector has had a significant impact on site values and is reported to have doubled its sales over the past 10 years to top £4.3 billion per annum. As expected the number of sites with alcohol licences and ATM machines has continued to grow, with 42% of dealer sites now having an ATM and 33% holding an alcohol licence. The supermarket operators’ requirement to expand is severely restricted by planning policy and in order to expand their market share they have gone to the high street and fuel forecourt sectors. They have introduced larger forecourt shops of up to 300 sq m (3 230 sq ft) and high levels of convenience store trading. This concept has brought the supermarket operators into the market for individual filling station sites where site space exists for the expansion or redevelopment of larger shops. Whilst most sites have oil company representation many, like the subject site, are operated by independent fuel retailers with fuel supply agreements and in these cases gross margins have to be negotiated between the parties. With the oil companies having less control in the retail market they now have to offer improved margins to their retailers in order to protect their distribution. The independent fuel retail sector is therefore becoming stronger and has brought in the property investment market to support its acquisitions. There has been a general trend of improving fuel margins which have continued into 2013 however, these are always balanced with pricing and sales volumes. Planning opportunities for new petrol filling station sites are limited. With trunk road locations they are either established as part of new road schemes or as replacement sites to older, well-located sites and are subject to planning and highway restrictions. In urban situations planning and public opinion restraints apply in residential areas, notwithstanding competition from valuable alternative uses which have in the past included high density residential. In the past growth in motor fuel sales has been driven by increasing numbers of vehicles on the road and increasing miles driven. The higher fuel prices experienced mid 2008 were partly due to the oil producers not responding to the increasing demand from expanding economies such as China and India and at the same time, oil speculators affected prices through paper trading. There is not yet any actual shortage of oil as a natural resource. For the medium term, oil producers have expanded output and prices have reduced, however the high prices since 2008 and general economic environment have forced consumers to change their behaviour with less car journeys, use of public transport and purchase of more fuel efficient vehicles. In the current economic climate this situation is likely to remain. Where a good site is placed on the market there is interest from a number of parties who normally have to enter into competitive bidding in order to secure acquisitions. With the convenience store and the supermarket operators also competing in the market there is strong demand on a freehold and leasehold basis. There has remained a high level of activity in the market place and whilst the above clearly demonstrates demand for better quality sites there is also high demand for poorer quality sites from smaller fuel station operators. The details of the majority of the major transactions within the petrol filling station market are covered by confidentiality. All trading information obtained from oil companies is held under confidentiality. We have had regard to those transactions in our knowledge in undertaking our valuation of the subject properties. In particular we have considered the recent marketing and disposal of individual sites by BP through specialist agents who have confirmed exceptional levels of interest despite the requirement of a fuel supply agreement from the vendor.

18. INVESTMENT MARKET The investment market remains active for properties below £2 million however security of income in terms of covenant strength and lease term are important factors. The market for this size of investment is being driven by limited supply,

117 historically low interest rates and, most importantly, cash rich private investors looking for secure income with rental growth potential. Over the last five years the investment market is proven to show a high level of interest in fuel station investment property with medium and long term secure income. In terms of yield comparables, we are able to report on the following historic transactions showing a strong level of activity for forecourt sites with secure long term income however adjustment has to be made to reflect the individual circumstances of each of the subject properties including its age, condition and tenant covenant amongst other valuation variables. The Co-op Service Station, Polegate, Eastbourne, a ground leasehold property was sold in May 2012 subject to a 25-year FRI lease from 5 May 2006 from Co-operative Group Limited at a passing rent of £257 959 per annum. The investment sold for £3.74 million equating to a net initial yield of 7.0%. Whilst there are five-yearly rent reviews the passing rent is considered in excess of the market rent. The Co-op Service Station, Evesham By-pass, a freehold property was sold in early 2012 again subject to a 25-year FRI lease from 28 May 2003 from Co-operative Group Limited at a passing rent of £193 469 per annum subject to rent review 28 May 2013. The investment sold for a price equating to a net initial yield of 6.55%. The passing rent is considered in excess of the market rent. The BP Connect Service Station, Dunkeld Road, Perth was occupied by BP Oil UK on a 30 year lease from 24 March 2005 at a rent of £195 000 per annum with annual rent reviews to 2.5 per cent per annum compound. The investment was sold in late 2012 at a price equating to a net initial yield of 5.5 per cent. The Co-op Service Station, formerly Somerfield at Lymington, a freehold property was sold in June 2012 subject to a 25-year FRI lease from 5 September 2003 at a passing rent of £225 174 per annum subject to rent review September 2013. The investment sold for a price equating to a net initial yield of 6.73%. The passing rent is considered in excess of the market rent. The freehold Co-op fuel station at Colwyn Bay was sold in March 2012 subject to a 15-year FRI lease to Co-op at a rent of £80 000 per annum with five-yearly rent reviews at 2.5% per annum compound. This property was sold prior to auction at £1 325 000 equating to a net initial yield of 5.70%. The level of yield demonstrated in the above transactions is a clear indicator that even in current market conditions with restrictions on available finance the investment market is seriously interested in quality petrol filling stations and their occupier covenants. The above investments are all let to strong food retail and oil company covenants however with the exception of Colwyn Bay and Perth they are not expected to show rental growth at rent review unlike the subject portfolio.

19. PORTFOLIO COMMENTARY AND VALUATION APPROACH The 19 properties each comprise a fuel station investment let to Malthurst Limited who are a secure covenant with guarantee from Malthurst UK Ltd. They now provide fuel from various oil companies including ESSO, BP Texaco and MRH’s own in house brand Torq. All but four sites include car or jet washes and trade on a 24-hour basis. The shops are generally well stocked, all but two have ATMs and there are Business Direct drop boxes on some sites. Thirteen of the sites are in urban locations with frontage and access from roads, which carry high volumes of traffic. The remaining sites are all in rural surroundings but with frontage and access to Trunk roads, again generally carrying high volumes of traffic. Petrol stations are vulnerable to competitor trade from both other petrol forecourts and convenience stores and whilst in many cases there were nearby competitors there appeared from the local pricing and our site enquiries to have consistency in trading. The subject sites therefore being established amongst their competitors. We have considered the lease and the deed of variation which provides a fixed term expiring mid 2027, effective full repairing and insuring terms with fixed rental increases mid 2015 and five yearly thereafter equating to 2.5% per annum compound. In arriving at our valuation of the single leasehold property we have adjusted for head rent and remaining term. The tenant repairing liability is limited by way of a schedule of condition; we have considered the contents of these schedules which are particularly brief in their content and clearly miss key issues particular to petrol filling stations. We are of the opinion that the schedules are of limited protection to the Tenant. The properties are all established within their locations and from our inspections appear to be trading at a good level. We have covered the strengths of the investment market above and the fact that strong covenants and long term security with fixed rental uplifts are very much in demand. With a shortage of stock and the requirement to invest capital, the

118 market for this lot size is less dependent on finance particularly for the individual lot sizes involved. We have further considered the environmental package, which provides that all sites are suitable for use and additionally provides an insurance policy to cover any off site claims. The passing rents are next due for increase with effect from June and July 2015. After allowing for the head rent liable on the leasehold property Phoenix, the aggregate net rents receivable therefore increase from £1 439 309 to £1 630 729 per annum equating to 2.5% per annum compound. The individual property rents and fixed increases for 2015, and 2020 are set out within the schedule below and at our Market Valuations the merged net initial yield is 6.47% with the running yields at 7.28% and 8.25% for 2015 and 2020 respectively. In arriving at our valuation figures we have inspected all the sites and considered estimated historic turnover information available for the individual trading entities including retail fuel, forecourt shop, valeting, ATMs, on site advertising boards and business direct drop boxes. Based on these, our historic records for the sites and enquiries we have estimated core-trading figures against which to judge the passing rents and future fixed increases. We consider that the passing rents and the fixed rental uplifts for mid 2015 are all within an acceptable variance of our estimated rental values and do not therefore impact on our applied investment yields. The net income profile for the next two rent reviews is set out in the table below:

Fixed Fixed Current rent £pa rent £pa Report number Address rent £pa 2015 Year 2020 1. Ashington 99 564 112 647 127 450 2. Bilborough 67 884 76 805 86 898 3. Crown 73 542 82 205 94 139 4. Eynsham 82 593 93 446 105 726 5. Gateshead 73 542 83 205 94 139 6. Jorvick 47 519 53 764 60 829 7. Key Hill 90 513 102 407 115 864 8. Lower Wick 87 118 98 567 111 519 9.* Phoenix 51 087 61 086 72 398 10. Rankin 84 856 96 006 108 622 11. Riviera 67 884 76 805 86 898 12. Sergeants Mead 88 250 99 847 112 967 13. Stockton 54 856 62 065 70 220 14. Stonebridge 110 312 124 808 141 209 15. Telegraph Hill 73 542 83 205 94 139 16. Thirsk 90 513 102 407 115 864 17. Tollgate 71 279 80 645 91 243 18. Vigo Lane 56 570 64 004 72 415 19. Warwick Road 67 884 76 805 86 898 Total 1 439 309 1 630 729 1 849 437

* Phoenix is held ground leasehold, 85 years from 2 July 1969, lease expiry 1 July 2054. Rents stated in italics allow for a deduction of £25 000 per annum exclusive as the estimated head rent, the rent review of which is outstanding from 1 July 2009.

20. VALUATION We are of the opinion that the aggregate of the Market Values as at 31 August 2013 of the eighteen freehold and the one leasehold interests in the properties described in the appendices, subject to the Assumptions, and comments in this Valuation Report and in the appendices are set out below: Report Market value number Petrol filling station Tenure £ 1. Ashington Freehold 1 370 000 2. Bilborough Freehold 990 000 3. Crown Freehold 1 130 000 4. Eynsham Freehold 1 215 000 5. Gateshead Freehold 1 005 000

119 Report Market value number Petrol filling station Tenure £ 6. Jorvick Freehold 769 000 7. Key Hill Freehold 1 260 000 8. Lower Wick Freehold 1 285 000 9. Phoenix Leasehold 652 000 10. Rankin Freehold 1 260 000 11. Riviera Freehold 995 000 12. Sergeants Mead Freehold 1 360 000 13. Stockton Freehold 812 000 14. Stonebridge Freehold 1 600 000 15. Telegraph Hill Freehold 1 190 000 16. Thirsk Freehold 1 275 000 17. Tollgate Freehold 970 000 18. Vigo Lane Freehold 854 000 19. Warwick Road Freehold 978 000

Freehold Property The aggregate of the Market Values, as 31 August 2013, of the eighteen freehold properties scheduled above subject to the assumptions and comments in this Valuation Report and in the appendices is in the sum of £20 318 000 (twenty million three hundred and eighteen thousand pounds). Leasehold Property The Market Value, as at 31 March 2013, of the single leasehold property subject to the assumptions and comments in this Valuation Report and in the appendices is in the sum of £652 000 (six hundred and fifty two thousand pounds). In addition we confirm that: • there has been no material change to the Valuation since the Valuation Date; and • we are not aware, as a result of our role as an independent valuer of the Portfolio, of any matter which is not disclosed in the Document or which has not been disclosed to Redefine, Peel Hunt and Investec in writing and which is required to be brought to their attention.

21. CONFIDENTIALITY AND DISCLOSURE The contents of this Valuation Report and Schedule may be used only for the specific purpose to which they refer. Before this Valuation Report, or any part thereof, is reproduced or referred to, in any document, circular or statement, and before its contents, or any part thereof, are disclosed orally or otherwise to a third party, the valuer’s written approval as to the form and context of such publication or disclosure must first be obtained. For the avoidance of doubt such approval is required whether or not DTZ Debenham Tie Leung Limited is referred to by name and whether or not the contents of our Valuation Report are combined with others. For the purposes of UK Prospectus Rule 5.5.3R(2)(f), we accept responsibility for the information within this Report and Valuation and declare that we have taken all reasonable care to ensure that the information contained within Report and Valuation is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the Document in compliance with Annex 1, item 1.2 of the Prospectus Directive Regulation.

Yours faithfully

Jeremy D Payne MRICS RICS Registered valuer Director

For and on behalf of DTZ Debenham Tie Leung Limited

120 APPENDIX 1

PROPERTIES

REDEFINE INTERNATIONAL P.L.C. PORTFOLIO Report number Tenure Name of site Address 1. Freehold Ashington Morpeth Road, Ashington, NE63 8PX 2. Freehold Bilborough A64 Eastbound, Tadcaster, LS24 8EG 3. Freehold Crown Penistone Road, Sheffield, S30 4JB 4. Freehold Eynsham A40, Eynsham, Oxfordshire, OX8 1EN 5. Freehold Gateshead Sunderland Road, Gateshead, BE10 8HE 6. Freehold Jolly Sailor 49 Houndslow Road, Hanworth, TW13 6QA 7. Freehold Key Hill Icknield Street, Birmingham, B18 5AU 8. Freehold Lower Wick Malvern Road, Lower Wick, WR2 4NR 9. Leasehold Phoenix 272 Meanwood Road, Leeds, LS7 2JD 10. Freehold Rankin Keighley Road, Bingley, BD16 2RD 11. Freehold Riviera 147 Torquay Road, Paignton, TQ3 2AG 12. Freehold Sergeants Mead London Road, Beaconsfield, HP9 1XA 13. Freehold Stockton Yarm Road, Stockton on Tees, TS18 3RW 14. Freehold Stonebridge Nevilles Cross Bank, Stonebridge, DH1 3RY 15. Freehold Telegraph Hill Telegraph Hill, Exeter, EX6 7XX 16. Freehold Thirsk Thirsk By Pass, Thirsk, YO7 3HL 17. Freehold Tollgate Fornham Road, Bury St Edmunds, IP32 6AX 18. Freehold Vigo Lane Durham Road, Britley, DH3 2BE 19. Freehold Warwick Road Warwick Road, Kenilworth, CV8 1FB

121 APPENDIX 2

VALUATION CONDITIONS AND ASSUMPTIONS

These are the conditions and Assumptions upon which our valuations and reports are normally prepared and form an integral part of our appointment together with our related Engagement Letter and DTZ Terms and Conditions. These conditions and Assumptions apply to the valuations that are the subject of the Valuation Report. We have made certain Assumptions in relation to facts, conditions or situations affecting the subject of, or approach to, our valuations that we have not verified as part of the valuation process but rather, as per the Glossary to the RICS Valuation – Professional Standards 2012 (Red Book), will treat as “a supposition taken to be true”. In the event that any of these Assumptions prove to be incorrect then our valuations will need to be reviewed.

1. BASIS OF VALUATION The properties will be valued on the basis of Market Value defined in Section 13.

2. TITLE We have not had access to the title deeds of the properties. Unless specifically advised to the contrary by you or your legal adviser, we have made the Assumption that titles are good and marketable and are free from rights of way or easements, restrictive covenants, disputes or onerous or unusual outgoings. We have also made the Assumption that the properties are free from mortgages, charges or other encumbrances.

3. CONDITION OF STRUCTURE AND SERVICES, DELETERIOUS MATERIALS It is a condition of DTZ or any related company, or any qualified employee, providing advice and opinions as to value, that the client and/or third parties (whether notified to us or not) accept that the Valuation Report in no way relates to, or gives warranties as to, the condition of the structure, foundations, soil and services. Our valuation has taken account of the general condition of the property as observed from the valuation inspection. Where a separate condition or structural survey has been undertaken and made available to us, we have reflected the contents of the survey report in our valuation, and we may have discussed the report with the originating surveyor. Due regard has been paid to the apparent state of repair and condition of the properties, but a condition survey has not been undertaken, nor has woodwork or other parts of the structure which are covered, unexposed or inaccessible, been inspected. Therefore, we are unable to report that the property is structurally sound or is free from any defects. We have made an Assumption that the properties are free from any rot, infestation, adverse toxic chemical treatments, and structural or design defects other than such as may be mentioned in our Valuation Report. We have not arranged for investigations to be made to determine whether high alumina cement concrete, calcium chloride additive or any other deleterious material have been used in the construction or any alterations in respect of the property, and therefore we cannot confirm that the property is free from risk in this regard. For the purposes of our valuations, we have made an Assumption that any such investigation would not reveal the presence of such materials in any adverse condition. We have not carried out asbestos inspections and have not acted as an asbestos inspector in completing the valuation inspection of properties that may fall within the Control of Asbestos at Work Regulations 2002. We have not made an enquiry of the duty holder (as defined in the Control of Asbestos at Work Regulations 2002), of an existence of an Asbestos Register or of any plan for the management of asbestos to be made. Where relevant, we have made an Assumption that there is a duty holder, as defined in the Asbestos at Work Regulations 2002 and that a Register of Asbestos and Effective Management Plan is place, which does not require any immediate expenditure, or pose a significant risk to health, or breach the HSE regulations. We advise that such enquiries be undertaken by a lawyer during normal pre-contract or pre- loan enquiries. No mining, geological or other investigations have been undertaken to certify that the sites are free from any defect as to foundations. We have made an Assumption that the load bearing qualities of the site of the property are sufficient to support the buildings constructed, or to be constructed thereon. We have also made an Assumption that there are no services on, or crossing the site in a position which would inhibit development or make it unduly expensive and that there are no abnormal ground conditions, nor archaeological remains present, which might adversely affect the present or future occupation, development or value of the property.

122 No tests have been carried out as to electrical, electronic, heating, plant and machinery equipment or any other services nor have the drains been tested. However, we have made an Assumption that all services, including gas, water, electricity and sewerage are provided and are functioning satisfactorily.

4. PLANT AND MACHINERY No allowance has been made for any items of plant or machinery not forming part of the service installations of the building. We have however accounted for all items of plant, machinery and equipment installed in connection with the use of the property as a fuel station. We have excluded furniture and furnishings, fixtures, fittings, vehicles, stock and loose tools.

5. GOODWILL No account has been taken in our valuations of any business goodwill that may arise from the present occupation of the property.

6. ENVIRONMENTAL MATTERS We have made the enquiries referred to in the body of this Valuation Report regarding environmental matters including contamination and flooding, and we have had regard to any environmental reports referred to in Section 12 of this Valuation Report. However, we have not undertaken a formal environmental assessment. Where our enquiries have lead us to believe that the property is unaffected by contamination, flooding or other environmental problems, then, unless you have instructed us otherwise, our valuation is based on an Assumption that no contamination or other adverse environmental matters exist in relation to the property sufficient to affect value.

7. STATUTORY REQUIREMENTS AND PLANNING We have made an inspection of the website, of the relevant planning authorities as to the possibility of highway proposals, comprehensive development schemes and other ancillary planning matters that could affect property values. We have also sought to ascertain whether any outstanding planning applications exist which may affect the property, and whether it is listed or included in a Conservation Area. We have also attempted to verify the existing permitted use of the properties, and endeavoured to have sight of any copies of planning permissions. We have made the Assumption that the building has been constructed in full compliance with valid town planning and building regulations approvals and that where necessary has the benefit of current Fire Risk Assessments compliant with the requirements of the Regulatory Reform (Fire Safety) Order 2005. Similarly, we have also made the Assumption that the property is not subject to any outstanding statutory notices as to its construction, use or occupation and that the existing use of the property is duly authorised or established and that no adverse planning conditions or restrictions apply. We have made the Assumption that the properties comply with all relevant statutory requirements. In England and Wales, the Government has implemented the Energy Performance of Buildings Directive requiring Energy Performance Certificates (“EPC”) to be made available for all properties, when bought or sold, subject to certain exemptions. If the subject property is not exempt from the requirements of this Directive we shall make an Assumption that an EPC is made available, free of charge, to a purchaser of the interest which is the subject of our valuation.

8. DEFECTIVE PREMISES ACT 1972 No allowance has been made for rights, obligations or liabilities arising under the Defective Premises Act 1972.

9. LEGAL ISSUES Legal issues, and in particular the interpretation of matters relating to title and leases, may have a significant bearing on the value of an interest in property. No responsibility or liability will be accepted for the true interpretation of the legal position of our client or other parties. Where we express an opinion upon legal issues affecting the valuation, then such opinion should be subject to verification by the client with a suitable qualified lawyer. In these circumstances, we accept no responsibility or liability for the true interpretation of the legal position of the client or other parties in respect of the valuation of the property and our Valuation Report will include a statement to this effect.

123 10. INFORMATION We have made the Assumption that the information provided by you, the Applicant and your respective professional advisers in respect of the properties valued is both full and correct. We have made the Assumption that details of all matters relevant to value within your and their collective knowledge, such as prospective lettings, rent reviews, outstanding requirements under legislation and planning decisions, have been made available to us, and that such information is up to date.

11. DEDUCTION OF NOTIONAL PURCHASER’S COSTS The Market Value which we have attributed to the property is the figure we consider would appear in a contract for sale, subject to the appropriate assumptions for this Basis of Value.

12. TAXATION No adjustment has been made to reflect any liability to taxation that may arise on disposal, nor for any costs associated with disposal incurred by the owner. Furthermore, no allowance has been made to reflect any liability to repay any government or other grants, taxation allowance or lottery funding that may arise on disposal. Our valuation figure for each property is that receivable by the willing seller excluding VAT, if applicable.

13. DEFINITION OF MARKET VALUE Market Value as defined in Practice Statement 3.2 of the RICS Valuation Standards (“the Red Book”) and applying the conceptual framework which has been settled by the International Valuation Standards Committee (IVSC). Under PS 3.2, the term “Market Value” means “The estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion.” The conceptual framework settled by the IVSC is included in PS 3.2 and is reproduced below: “3.2 The term property is used because the focus of these Standards is the valuation of property. Because these Standards encompass financial reporting, the term Asset may be substituted for general application of the definition. Each element of the definition has its own conceptual framework. 3.2.1 ‘The estimated amount ...’ Refers to a price expressed in terms of money (normally in the local currency) payable for the property in an arm’s-length market transaction. Market Value is measured as the most probable price reasonably obtainable in the market at the date of valuation in keeping with the Market Value definition. It is the best price reasonably obtainable by the seller and the most advantageous price reasonably obtainable by the buyer. This estimate specifically excludes an estimated price inflated or deflated by special terms or circumstances such as atypical financing, sale and leaseback arrangements, special considerations or concessions granted by anyone associated with the sale, or any element of Special Value. 3.2.2 ‘... a property should exchange ...’ Refers to the fact that the value of an asset is an estimated amount rather than a predetermined or actual sale price. It is the price at which the market expects a transaction that meets all other elements of the Market Value definition should be completed on the date of valuation. 3.2.3 ‘... on the date of valuation ...’ Requires that the estimated Market Value is time-specific as of a given date. As markets and market conditions may change, the estimated value may be incorrect or inappropriate at another time. The valuation amount will reflect the actual market state and circumstances as of the effective valuation date, not as of either a past or future date. The definition also assumes simultaneous exchange and completion of the contract for sale without any variation in price that might otherwise be made. 3.2.4 ‘... between a willing buyer ...’ Refers to one who is motivated, but not compelled to buy. This buyer is neither over-eager nor determined to buy at any price. This buyer is also one who purchases in accordance with the realities of the current market and with current market expectations, rather than on an imaginary or hypothetical market which cannot be demonstrated or anticipated to exist. The assumed buyer would not pay a higher price than the market requires. The present property owner is included among those who constitute ‘the market’. A valuer must not make unrealistic assumptions about market conditions or assume a level of Market Value above that which is reasonably obtainable.

124 3.2.5 ‘... a willing seller ...’ Is neither an over-eager nor a forced seller prepared to sell at any price, nor one prepared to hold out for a price not considered reasonable in the current market. The willing seller is motivated to sell the property at market terms for the best price attainable in the (open) market after proper marketing, whatever that price may be. The factual circumstances of the actual property owner are not a part of this consideration because the ‘willing seller’ is a hypothetical owner. 3.2.6 ‘... in an arm’s-length transaction ...’ Is one between parties who do not have a particular or special relationship (for example, parent and subsidiary companies or landlord and tenant) which may make the price level uncharacteristic of the market or inflated because of an element of Special Value, (defined in IVSC Standard 2, para. 3.11). The Market Value transaction is presumed to be between unrelated parties each acting independently. 3.2.7 ‘... after proper marketing ...’ Means that the property would be exposed to the market in the most appropriate manner to effect its disposal at the best price reasonably obtainable in accordance with the Market Value definition. The length of exposure time may vary with market conditions, but must be sufficient to allow the property to be brought to the attention of an adequate number of potential purchasers. The exposure period occurs prior to the valuation date. 3.2.8 ‘... wherein the parties had each acted knowledgeably, prudently ...’ Presumes that both the willing buyer and the willing seller are reasonably informed about the nature and characteristics of the property, its actual and potential uses and the state of the market as of the date of valuation. Each is further presumed to act for self-interest with that knowledge and prudently to seek the best price for their respective positions in the transaction. Prudence is assessed by referring to the state of the market at the date of valuation, not with benefit of hindsight at some later date. It is not necessarily imprudent for a seller to sell property in a market with falling prices at a price which is lower than previous market levels. In such cases, as is true for other purchase and sale situations in markets with changing prices, the prudent buyer or seller will act in accordance with the best market information available at the time. 3.2.9 ‘... and without compulsion’ Establishes that each party is motivated to undertake the transaction, but neither is forced or unduly coerced to complete it. Market Value is understood as the value of a property estimated without regard to costs of sale or purchase and without offset of any associated taxes.”

14. REGULATED PURPOSE VALUATIONS In accordance with the provisions of UK VS 4.2, where the instruction is a Regulated Purpose Valuation, we are unable to undertake such a valuation of a property acquired by our client within the twelve months preceding the valuation date if, in relation to that property, we received an introductory fee or negotiated the purchase on behalf of that client unless another firm, unconnected with us, has provided a valuation of that property for the client at the time of or since the transaction was agreed.

15. ROTATION OF VALUATION PERSONNEL The valuation instruction is for a purpose which means it falls within the definition of Regulated Purpose Valuations as referred to in VS 1.9 and VS 4.1. In accordance with VS 1.9 we have included in these Valuation Conditions and Assumptions our policy on the rotation of the valuer who accepts responsibility for these types of valuations and a statement of the quality control procedures that are in place. This included below:- DTZ Debenham Tie Leung supports the RICS view that it is good practice to rotate the valuer responsible for Regulated Purpose Valuations at intervals of not more than seven years, unless there are overriding circumstances to the contrary. DTZ discusses the method of rotation of the signatory to Regulated Purpose Valuation reports with its clients. DTZ operates internal quality control procedures throughout its valuation practice including a system whereby the valuation of property meeting certain criteria requires the approval of an internal investment valuation committee.

125 Private & Confidential Valuation The Directors Redefine International P.L.C. 14 Athol Street Douglas Isle of Man IM1 1JA

Peel Hunt LLP Moor House 120 London Wall London EC2Y 5ET

Investec Bank plc 2 Gresham Street London EC2V 7QP

Our Ref: 202100488/2 – PH 6 November 2013

Dear Sirs

NAME: Redefine International P.L.C. (THE “CLIENT”) ADDRESS: 25 – 26 ESPLANADE, ST HELIER, JERSEY (THE “PROPERTY”)

1. TERMS OF REFERENCE 1.1 Instructions This valuation of the freehold interest in the Property comprising a modern multi-let office building is prepared in accordance with the terms of engagement letter dated (16 September 2013) and the Valuation Procedures and Assumptions/Terms and Conditions of Business enclosed with that letter. Copies of these documents are enclosed in Appendix 1. We understand that the purpose of the Valuation Report is for inclusion in an approved prospectus and circular in connection with the Redefine International P.L.C. (“Redefine”) internalisation of the management company and conversion to a REIT and will be taken account of by investors in making their investment decisions in connection with the same. This valuation report constitutes a Regulated Purpose valuation. We are required by RICS regulations to disclose the following: • In our financial year ending 31 December 2012 the total fees earned from the Client account for less than 5% of the Company’s turnover. • The valuer has continuously been the signatory to valuations provided to the Client for financial reporting purposes since 2008. Prior to this neither the valuer nor BNP Paribas Real Estate Jersey Limited had any involvement with the Client. • BNP Paribas Real Estate Jersey Limited are currently instructed to undertake the 2013 rent review negotiations pertaining to the Property on behalf of the Client. We do not expect there to be a material increase in the fees payable by the Client to BNP Paribas Real Estate Jersey Limited during the current year ending 31 December 2013.

1.2 Date of valuation The Date of Valuation is 31 August 2013. The importance of the valuation date must be stressed as property values may change over a relatively short period. We are not aware of any material changes in circumstances between the

126 Date of Valuation and the date of this report that would affect the valuation and we are not aware, as a result of our role as External Valuer of the Property, of any matter which is not disclosed in the Document or which has not been disclosed to the Company, Peel Hunt and Investec in writing and which is required to be brought to their attention.

1.3 Standards I can confirm that the valuation will be undertaken in accordance with the International Financial Reporting Standards (IFRS), and prepared in accordance with the current edition of the Valuation – Professional Standards effective 30 March 2012 (the “Red Book”) and UK Valuation Standards 2.1 (Valuation reports in prospectuses and shareholder circulars to be issued by UK companies) of the Red Book. However we understand that the FSA Listing and Prospectus Rules have not yet been updated to reflect the new RICS Valuation – Professional Standards, and still make reference to compliance with the “Appraisal and Valuation Standards (5th Edition) issued by the Royal Institution of Chartered Surveyors”. For the avoidance of doubt our valuation also complies with these Standards to the extent that they have not been superseded by the current RICS Valuation – Professional Standards. International Financial Reporting Standards require property assets to be valued to Fair Value. It is explained in International Accounting Standard (IAS) 16 that the Fair Value of property, plant and equipment is normally based on “market based evidence”. For this reason both the International Valuation Standards and the RICS Red Book require valuers undertaking valuations for inclusion in a financial statement prepared under IFRS to report the asset’s Market Value. Thus whether we report under UK GAAP or IFRS, the practical effect is the same, and our primary valuation for inclusion within the Prospectus for investment property will be Market Value without qualification. We will provide you with our opinion of the Market Value of the Property at the Date of Valuation in accordance with the definition provided under Valuation Standard 3.2 of the Red Book.

1.4 Independence and objectivity We confirm that we have had no material involvement with the Property or the Client (save for the fact we have valued the Property for the Client for the purpose of reporting the figure within their 2008, 2009, 2010, 2011, 2012 and 2013 financial statements, for the purpose of seeking a listing on the Johannesburg Stock Exchange in connection with a merger and BNP Paribas Real Estate Jersey Limited has also been instructed to undertake the negotiation and settlement of the outstanding 2013 rent reviews pertaining to the Property. We are acting in our capacity as External Valuers as defined in the Red Book.

1.5 Valuer details This report has been prepared by Paul Harvey BSc MRICS (RICS Registered Valuer) under the supervision of Chris Daniels MRICS (RICS Registered Valuer). We confirm that they have the knowledge, skills and understanding to undertake this valuation competently.

2. EXTENT OF DUE DILIGENCE AND INFORMATION SOURCES 2.1 Inspection The Property and the general environs were inspected externally on 18 September 2013 by Paul Harvey MRICS. We have assumed there have been no material changes to the physical characteristics of the Property since the date of last internal inspection on 26 June 2012. The Client has not reported any such changes.

2.2 Floor areas We have used digital photography imagery to estimate the plot size. The Net Internal Area (NIA’s) for each unit of occupation within the Property is detailed in the respective leasehold documents. We have previously undertaken check measurements at the Property in accordance with the current edition of the RICS Code of Measuring Practice and are satisfied the areas adopted for the purpose of this valuation are fair and reasonable.

2.3 Condition We were not instructed to carry out a structural survey, nor test any of the services installations.

127 2.4 Environmental investigation We have not carried out detailed investigations and information is based on known prior use of the Property.

2.5 Tenure, title and tenancies We have not been provided with reports on title and our opinion of value is on the basis that no onerous restrictions, covenants, servitudes or rights of way which may adversely affect the Property exist. The commentary provided in this report is based on our understanding of the respective title. We have received and reviewed copies of the respective leasehold interests relevant to the Property for the purpose of earlier reports and assume there have been no material changes to the same for the purpose of this report. The Managing Agents have not reported any such changes. Town planning We have made informal enquiries with the Planning Department of the State of Jersey through their on-line portal.

3. PROPERTY INFORMATION 3.1 Location The Property is located in a prime office location in the heart of Jersey’s evolving new professional and financial centre along the Esplanade area of St Helier. More specifically the Property is situated at the junction of The Esplanade and Castle Street with frontage to the Esplanade to the front elevation, Castle Street to the side elevation and La Rue des Mielles to the rear elevation. The Property is situated in a central position within the Island’s premier office location which comprises a plethora of financial, legal, administrative and fund management occupiers including HSBC, Ogiers, UBS, Carey Olsen, States of Jersey, SG Hambros, E & Y, Carey Olsen and BNP Paribas to name but a few. Tenants in the building include Allied Irish Bank (AIB), Jersey Financial Services Commission (JFSC) and Capita Fiduciary Group. Sub- tenants include Nordic Capital. The Property is located a short distance from the revitalized Weighbridge area of town, Liberty Wharf mixed use scheme that includes the new bus terminus and the proposed new Esplanade Quarter scheme along the Waterfront/ Esplanade. The main commercial and retail areas of King Street/Queen Street are a short distance away. The Property is contiguous to a tyre repair/car hire operation business on one elevation and is opposite an office building known as Jubilee Wharf (occupied by the States of Jersey) on the corresponding elevation along Castle Street. There are public car parking facilities located immediately to the front of the Property known as the Esplanade Car Park (proposed site of planned Esplanade Quarter scheme) in addition to a public multi storey car park immediately to the rear known as Sand Street Car Park.

3.2 Description We also attach in Appendix 2 an extract from our digital photography on which we show our understanding of the boundary of the Property edged in red. The total site area extends to about 0.37 acres. The Property comprises an imposing, modern, self-contained, multi-storey, purpose built office building that was completed in mid-2000 to BCO Cat A standard throughout with office accommodation generally arranged over five storeys together with car parking provision at basement level. The Property is multi let with three main head tenants currently in occupation together with a number of sub-tenant entities. Each lessee has a dedicated entrance to the Property at ground floor level and all benefit from a communal entrance to the basement car park from La Rue des Mielles to the rear. Each lessee has two dedicated lifts that serve all the office floors (with the exception that only one lift under each lease serves the basement car park). Each tenant also has internal staircases that they can use to access their respective floors. The upper floors to the front of the Property with prominence to the Esplanade benefit from spectacular views across St Aubin’s Bay, the Waterfront, Liberty Wharf, Esplanade Car Park and the general marina area. We have summarised the general standard of accommodation and areas associated with each leasehold interest as follows:

128 Capita Fiduciary Group Limited • Office space generally arranged over ground to fourth floors including kitchen space on each level together with storage space on the 4th floor and in the basement area • Full access raised floors • Fully carpeted • Suspended ceilings • Integral lighting • Fully ducted VRV air-conditioning system • Multi-lift access to all floors • Toilet facilities on all floors • Dedicated entrance • Car parking at basement level AIB Bank (CI) Limited • Office space arranged over ground to fourth floors including kitchen space on each level • Full access raised floors • Fully carpeted • Suspended ceilings • Integral lighting • Fully ducted VRV air-conditioning system • Multi-lift access to all floors • Toilet facilities on all floors • Dedicated entrance • Car parking at basement level JFSC Property Holdings No. 1 Limited • Office space arranged over ground to second floors • Full access raised floors • Fully carpeted • Suspended ceilings • Integral lighting • Fully ducted VRV air-conditioning system • Multi-lift access to all floors • Toilet facilities on all floors • Dedicated entrance • Car parking at basement level A selection of external photographs as previously taken on 18 September 2013 is enclosed in Appendix 3 together with a selection of internal photos taken on 26 June 2012 for the purpose of an earlier report.

3.3 Accommodation Net internal area Description M2 Sq ft Capita Fiduciary Group Limited Ground – Fourth Floor 2 066 22 244 Car spaces 8 AIB Bank (CI) Limited Ground – Fourth Floor 1 837 19 782 Car spaces 12 JFSC Property Holdings No. 1 Limited Ground – Second Floor 1 609 17 326 Car spaces 16 Total net internal area 5 514 59 352

129 3.4 Construction Element Description Frame Steel External elevations Stone Cladding, Curtain Walling, Cement Rendered Roof Flat Roof with membrane covering Floors Concrete

3.5 Services and amenities Element Description Public services Electricity, water and drainage Heating Yes Hot water Yes Sprinkler system No Air conditioning Yes Lighting Integrated Lifts Yes WCs Yes Loading N/K (assumed institutional)

3.6 External features The Property also benefits from a secure basement car park for exclusive use by the tenant’s within the Property. We previously noted that the basement does appear to suffer from water ingress during periods of heavy rainfall. The Managing Agents have previously confirmed that the insurers have been put on notice of a possible claim resultant from previous water ingress issues. Scaffolding has been erected on the exterior of the Property to replace the external cladding panels due to defective installation. This remains ongoing as at the date of valuation. The Client has confirmed that the liability for rectifying the cladding has been accepted by the developer together with the full cost of undertaking the same.

3.7 Ground conditions We have made the assumption that ground conditions are suitable for the Property and associated structures. Since our normal enquiries and inspection did not suggest that there are likely to be archaeological remains present in or on the Property, we have assumed that no abnormal constraints or costs would be imposed on any proposed future redevelopment at the Property by the need to investigate or preserve historic features.

3.8 Environmental issues As provided in our terms of engagement, we have not made detailed enquiries into the previous uses or to establish whether or not contamination is present. However as a result of our normal inspection and other enquiries in connection with this valuation, we are not aware of any potential contamination. Accordingly, our valuation assumes that there is no current or latent contamination that could adversely affect the Property. If a detailed environmental investigation reveals actual or potential contamination, our valuation may be adversely affected.

3.9 Repair Internally and externally the Property is considered to be in a good state of repair and condition throughout commensurate with its age and use. The Property is managed by a UK company to ensure the common parts are properly maintained in accordance with the terms of the respective leases. An effective programme of planned preventive maintenance will ensure the condition of the Property is maintained going forward. Capita previously confirmed there has been some water ingress into a partitioned office on the 4th floor of their demise. They believe this was caused from a failure in the roof membrane however this has not been verified. No further update provided on this issue. Previously the JFSC reported a small amount of water ingress along the northern boundary of their demise. No further update provided on this issue. The Managing Agents report no further issues to those detailed above.

130 3.10 Tenure The interest being valued in the Property is freehold subject to the existing leasehold interest. We have not been provided with a copy of a report on title however would welcome the opportunity of commenting if one should become available.

3.11 Rating The Property is described in the 2013 Rating List as follows: Address Description Foncier and Occupier Capita Fiduciary Group Limited Offices 1 362 320 Quarters AIB Bank (CI) Limited Offices 1 223 100 Quarters JFSC Property Holdings No. 1 Limited Offices 1 094 920 Quarters

The figures above reflect the Foncier and Occupier rates for the Property. The Parish Rate is set at £0.0234 p for 2013. The total Foncier and Occupier rate payable in 2013 is estimated at £60 498. The JFSC are exempt from paying rates.

3.12 Planning We have made informal enquiries with the States Planning department and the information obtained is assumed to be correct. No local searches will be instigated. Except where stated to the contrary, we shall assume that there is no local authority planning or highway proposals that might involve the use of compulsory purchase powers or otherwise directly affect the Property. The 2011 Island Plan was brought into effect on 29 June 2011 and supersedes the 2002 Plan. We can confirm that under the 2011 Island Plan the Property is covered by the following categories: • Built up Area – Policy SP1 • Town of St Helier – Policy SP1 • Town Centre – Policy SP3 • Primary Island Route Network – Policy TT13 (The Esplanade) We have summarised below the most recent planning applications relevant to the Property in the last five years: A/2013/0252 Property name or no. 25 – 26 Road name Esplanade Parish St. Helier Description Display new sign panels and window graphics at ground floor level on South-West elevation. Advertised date 5 March 2013 Application date 25 February 2013 Category A Status Pending

We have summarised below planning applications in the vicinity of the Property that we consider of relevance: P/2013/1185 Property name or no. 66 – 72 Road name Esplanade Parish St. Helier Demolish 66 – 72 Esplanade, 60 Kensington Place and part of 14 Patriotic Street. Construct 1 No. new five storey office development, incorporating ground floor parking Description and retention of 14 Patriotic Street listed facade (EIS Submitted). Advertised date 3 September 2013 Application date 21 August 2013 Category P Status Pending

131 P/2013/1209 Property name or no. Esplanade Quarter (Public Car Park) Road name Esplanade Parish St. Helier Description Construct 520 space underground public car park on three and a half levels with new public park on the surface (EIS Submitted) (Digital Model Available). Advertised date 10 September 2013 Application date 29 August 2013 Category P Status Pending P/2012/1675 Property name or no. 42 & 43, Century Buildings Road name Esplanade Parish St. Helier Description Convert 2 No. apartments into 1 No. apartment. Advertised date 8 January 2013 Application date 13 December 2012 Category P Status Approved P/2012/1344 Property name or no. 22-23 Esplanade &, 38-40 Road name Commercial Street Parish St. Helier Description Demolish existing buildings at 22 – 23 Esplanade and 38 – 40 Commercial Street (retain and refurbish facade to 38 Commercial Street). Construct six storey office building to include basement parking. Advertised date 23 October 2012 Application date 10 October 2012 Category P Status Approved P/2013/0993 Property name or no. Esplanade Quarter (Building 1) Road name Esplanade Parish St. Helier Description Construct office block with associated basement and landscaping. Temporary relocation of existing public car park. (Digital Model Available) (EIS Submitted). Advertised date 23 July 2013 Application date 18 July 2013 Category P Status Pending P/2012/1141 Property name or no. Esplanade Quarter (Building 4) Road name Esplanade Parish St. Helier Description Construct office block with associated basement and landscaping. Temporary relocation of existing car park. UPDATED INFORMATION: EIS SUBMITTED. AMENDED PLANS: Revisions to site edged red application boundary. Advertised date 26 March 2013 Application date 30 August 2012 Category P Status Approved

132 P/2011/1201 Property name or no. 19 – 21 Esplanade and 34 Commercial Street Road name Parish St. Helier Description Demolish existing buildings. Construct six storey office building with basement car park. Model Available. AMENDED ADDRESS. Advertised date 27 September 2011 Application date 5 September 2011 Category P Status Approved P/2011/0647 Property name or no. 27 Esplanade and 3 Road name La Rue des Mielles Parish St. Helier Description Retention and refurbishment of historic facade to 27 Esplanade and first three bays. Demolition of remainder of buildings through to La Rue des Mielles. Construct new eight storey office building including plant platform fronting Esplanade and La Rue des Mielles. Construct of basement car park. Advertised date 17 May 2011 Application date 12 May 2011 Category P Status Pending P/2010/1124 Property name or no. 8 – 9 Esplanade and 10 – 12 Commercial Street Road name Parish St. Helier Description Demolish existing buildings. Construct five storey office, with basement parking. Retain PSSI on Commercial Street and BLI facades of Howard House and No. 8 on The Esplanade. Model Available. AMENDED PLANS RECEIVED. AMENDED DESCRIPTION. Advertised date 10 August 2010 Application date 28 July 2010 Category P Status Approved RC/2013/0934 Property name or no. 5 – 6 Road name Esplanade Parish St. Helier Description Vary standard condition A (standard condition) from permit P/2007/2207 for a further five years. Advertised date 16 July 2013 Application date 3 July 2013 Category Remove Condition Status Pending RC/2011/1344 Property name or no. 70 – 72 Road name Esplanade Parish St. Helier Description Vary standard condition to extend permit for a further five years from permit P/2006/2516. Advertised date 18 October 2011 Application date 6 October 2011 Category Remove Condition Status Approved

133 RP/2011/0927 Property name or no. 5 – 6 Road name Esplanade Parish St. Helier Description Demolish existing building. Construct new building comprising of offices and parking. REVISED PLANS: Create new fifth floor mezzanine. Increase height of building by 1m. Alter part of roof profile. Alter materials to Commercial Street elevation. Construct new terraces to fifth floor. Reduce car park. Advertised date 12 July 2011 Application date 5 July 2011 Category Revised Plans Status Approved P/2011/0507 Property name or no. Lord Coutanche House Road name 66 – 68 Esplanade and 14 Patriotic Street Parish St. Helier Description Demolish existing offices and warehouse. Retain existing facade. Construct new eight storey office building with ground floor parking. Model Available. EIA Submitted. Advertised date 19 April 2011 Application date 8 April 2011 Category P Status Pending P/2011/0817 Property name or no. 19 –29 Commercial Street and Road name 31 – 41 Broad Street Parish St. Helier Description Demolish existing buildings. Construct eight storey building comprising of retail units and offices with basement parking. Remove 33 Broad Street. Restore facades of 35 – 37 Broad Street and “Harbour Wall” structure. EIA Submitted. Model Available. REVISED PLANS: Reduce height to six storeys plus. Advertised date 15 November 2011 Application date 10 June 2011 Category P Status Approved

We have searched the searched the Register of Listed Buildings and can confirm that the Property is not listed within the same.

4. TENANCY 4.1 Occupational leases The Property is multi-tenanted with three separate leasehold interests. AIB has sub let part of their demised space located on the first floor space to Nordic Capital although we have not had sight of the sub-lease agreement between the parties. AIB has also sub let the space they hold under head lease on the third floor to Capita together with a sub letting to Rathbones on the 4th floor. Once again we have not had sight of the sub-lease documentation. Capita has knocked through on the third floor to create a physical link between the two elements they now occupy in the Property. AIB are actively marketing the remainder of the space they hold under lease for sub-lease opportunities. We understand terms for a further sub lease on the ground and second floor to Santander have been agreed and formal landlord’s consent has been sought to formalise the same. We have previously received and reviewed what we understand are copies of the executed leases for each of the three leasehold interests in the Property, which we have summarised below. We have assumed there have been no material changes to the terms of the respective leases subsequent to the review undertaken back in September 2008. The Managing Agent has confirmed this to be correct.

134 Capita Fiduciary Group Limited • Landlord is Castle Street (Jersey) Limited • Tenant is Capita Fiduciary Group Limited • Guarantor provided by Capita Group Plc • 30-year lease from lease commencement date 5 November 2007 with a termination date of 4 November 2037 • Rent commencement date 5 May 2008 • Commencing rental of £597 092 (based on £26 psf for the office space and £2 750 per car space) • Current rent reserved remains unchanged at £597 092 wef 5 November 2010 rent review • The 5 November 2013 rent review is currently under consideration • Effective FRI terms via a fully recoverable service charge provision • Three-yearly, upward only rent reviews to the greater of the passing rental or market rent. Assumed term of 15 years at review to exclude the benefit of a Break option. • The areas to be adopted for the purposes of the review are contained with Schedule 1 of the lease • The usual Assumptions and Disregards apply • 3rd party referral to Expert determination • Tenant only Break options effective from 4 November 2022, 4 November 2027 and 4 November 2032 subject to 12 months’ prior written notice. • Usual Alienation and Alteration provisions AIB Bank (CI) Limited • Landlord is Castle Street (Jersey) Limited • Tenant is AIB Bank (CI) Limited • 42-year lease from lease commencement date 13 August 2007 with a termination date of 12 August 2049 • Rent commencement date 31 May 2008 • Commencing rental of £543 032 (based on office rate of £26 psf, £13 psf for the kitchen and £2 500 per car space) • Effective FRI terms via a fully recoverable service charge provision • Three-yearly, upward only rent reviews to the greater of the passing rental or market rent subject to a minimum uplift at first review to £521 573 for the office space (£26.50 psf) and market rent for the kitchen and car space • Current rental is £556 473 p/a agreed wef 13 August 2010 based on £26.50 psf for the office, £13 psf for the kitchen and £2 800 per car space. • The 13 August 2013 review is currently under consideration. • Assumed term of 15 years at review to exclude the benefit of a Break option. • The areas to be adopted for the purposes of the review are contained with Schedule 1 of the lease • The usual Assumptions and Disregards apply • 3rd party referral to Expert determination • Tenant only Break options effective from 12 August 2025, 12 August 2031, 12 August 2037 and 12 August 2043 • Usual Alienation and Alteration provisions • 1st floor has been sub-let to Nordic Capital who has a dedicated entrance from the ground floor street level • 3rd floor has been sub-let to Capita. This sub lease has been approved by the landlord • 4th floor has been sub-let to Rathbones. This sub lease has been approved by the landlord • Terms agreed to sub-let the ground and second floor however landlord’s consent has not yet been provided JFSC Property Holdings No. 1 Limited • Landlord is Castle Street (Jersey) Limited • Tenant is JFSC Property Holdings No. 1 Limited • Guarantor provided by The Jersey Financial Services Commission • 21-year lease from lease commencement date 1 May 2007 with a termination date of 30 April 2028 • Rent commencement date 1 November 2007

135 • Commencing rental of £455,824 in year 1 (office rate of £24 psf and car parking rate of £2 500 per space), £473 150 in year 2 (office rate of £25 psf and car parking rate of £2 500 per space) and £490 476 in year 3 (office rate of £26 psf and car parking rate of £2 500 per space) • Current rental of £490,476 wef 1 May 2010 • The 1 May 2013 review is currently under discussion • Effective FRI terms via a fully recoverable service charge provision • Three-yearly, upward only rent reviews to the greater of the passing rental or market rent. The review that fell due effective from 1 May 2010 remains outstanding as at the date of valuation • Assumed term of 21 years at review with assumed option to Break at year 15 • The areas to be adopted for the purposes of the review are contained with Schedule 1 of the lease • The usual Assumptions and Disregards apply • 3rd party referral to Expert determination • Tenant only Break option effective from 30 April 2022 • Usual Alienation and Alteration provisions

4.2 Income Gross income £1 644 041 per annum Net income £1 644 041 per annum The gross and net rentals have been calculated based on the rents receivable as at the Date of Valuation and reflect the recently settled 2010 rent reviews dating from various dates in 2010. The reviews on the space occupied by AIB bank, JFSC and Capita Fiduciary Group Limited fall to be reviewed at various dates later in 2013 and are currently under discussion.

4.3 Tenant status Capita Fiduciary Group Limited The Covenant provided under the lease to Capita Fiduciary Group Limited is considered a good covenant. There is a guarantor provided in the form of the parent company, Capita Group Plc. We have included below details taken from the parent company website. The Capita Group Plc is the UK’s leading business process outsourcing and professional services company and the ultimate parent company of Capita Fiduciary Group. It provides a wide range of back office administration and front office customer contact services to all kinds of public and private sector organisations – from the BBC and the NHS to AXA Sun Life and Prudential. Established in 1984, The Capita Group Plc now employs more than 36 000 people at over 250 sites, including 60 business centres across the UK, Ireland, the Channel Islands and India. I have summarised below some key financial data for the Capita Group plc: 2012 Turnover £3 352 million Profit before tax £290 million 46 000 people (2012) 2011 Turnover £2 930 million Profit before tax £385.2 million 46 500 people (2011) 2010 Turnover £2 744 million Profit before tax £364.2 million 37 000 people (February 2011) 2009 Turnover £2 687 million Profit before tax £325.1 million 36 800 people (February 2010)

136 2008 Turnover £2 441 million Profit before tax £277.2 million 36 000 people (February 2009) AIB Bank (CI) Limited The Covenant provided under the lease to AIB Bank (CI) Limited is considered a reasonable covenant. There is no guarantor provision in this lease. We assume that AIB Bank (CI) Limited is a wholly owned subsidiary of AIB Bank plc however there is no statutory requirement under the lease for AIB Bank plc to provide financial assistance or otherwise to AIB Bank (CI) Limited. In December 2010 the Irish government nationalised most shares in AIB Bank plc so it is now effectively a state institution. There has been well publicised concern about the state of the Irish economy in recent times especially following the bailout received by the Irish Government from the EU/IMF amounting to €85 billion. The prospects for a recovery in the Irish economy in the short term remain uncertain. In August 2011 Capita Group PLC acquired AIB’s Jersey Trust business for a reported £12 500 000 (refer to report regarding sub-letting of part of AIB space on the 3rd floor to Capita). AIB has announced that they intend to close their operation in Jersey by year end 2013 with the result that all staff is likely to be made redundant. As reported they are actively seeking sub lease opportunities for their space. Only the ground and second floor remain available. The other floors have been sub-let. JFSC Property Holdings No. 1 Limited The Covenant provided under the lease to JFSC Property Holdings No. 1 Limited is considered good. There is a guarantor provided in the form of The Jersey Financial Services Commission. We have no detailed information concerning the covenants provided under each lease nor have we been provided with any data concerning the financial standing of the guarantors therefore it is inappropriate to comment in detail on the perceived strength or otherwise of the existing covenants and guarantor provisions. We have undertaken research on information that is available in the public domain and assume this is accurate. It should be noted that many major financial and professional firms have, in the last number of years, been placed into administration as a result of the global credit crisis. This includes companies that were previously considered strong covenants such as Lehman Brothers. There is always the risk that the covenant strength provided by a lessee can fall away especially in light of the current economic uncertainty.

5. MARKET CONDITIONS AND TRENDS 5.1 UK Economy Overview The UK’s near term performance is looking somewhat better than its neighbours in Europe but less encouraging than in the US. The data flow has consisted of mainly good news and the expectation is that incremental improvements in UK economic prospects will continue. The outlook for the global economy has weakened recently with growth in 2013 anticipated to be 2.9% which is a touch down on 2012 at 3.1%. The Euro zone’s woes will continue in 2013 with a slightly larger contraction of 0.8% expected on the back of a fall in output of 0.5% in 2012. In aggregate the outlook for the Euro zone is for contraction in all quarters of 2013 and the core nations of France and Germany are not immune from the economic slowdown, with Germany seeing a contraction in Q1 2013 and France contracting throughout the year. The external economy is less favourable for the UK than previously but internal conditions are balancing these out. The UK now appears to be robustly on the path to recovery and the near term picture suggests that the worst has past. The global economic recovery has eased in its pace recently; on the whole weaker growth and lower inflation are coming through. In part, the slowing rate of growth is due to insufficient progress on structural reforms. In China growth has been on the low side and this is expected to continue as global demand weakness begins to feed through. Chinese growth for 2013 is expected to be around 7.6% with further slowing in 2014 to 7.3%. The Euro zone still has problems to tackle which may return to the agenda more strongly after the German elections in September. The US appears to be on road to recovery, which is likely to see some bumpiness in the markets after statements from the Fed regarding the “ending” of QE. The Monetary Policy Committee (MPC) voted to keep the level of the Bank Rate at 0.5% and asset purchases at £375 billion which means there has been no change in either instrument since July 2012. The current view is

137 that there will be no change until after the new Governor is in post in July. The change in remit announced at the Budget has not changed things radically but it does provide more options. It will mean that the members can consider a set of temporary policy objectives – growth, employment – alongside the inflation target. The MPC will report back on the use of forward guidance and intermediate thresholds in August. The inflationary backdrop has become more volatile; surprising on both the down- and up-side in recent months. The raft of positive data and indicators, along with a stronger Q1 GDP figure, mean the decision making will become more challenging. That said until the economic recovery is fully established and productivity improved, the MPC will not be inclined to slam the brakes on. The Budget in March did not change the fiscal position very much. Policy measures were expansionary over the short-run, but were not overly so. Public sector net debt is still 75% of GDP, whereas pre-crisis it was below 40%. UK government borrowing at around 8% is due to shift to roughly 5% in five years. With some embarrassment to the chancellor the UK lost its AAA ratings with Moody’s and Fitch but the markets had long factored them in and future downgrades are not on the cards. The Q1 GDP data surprised on the upside at 0.3% q/q and expectations are that Q2 growth will be of the same order. Last year saw the UK economy on an erratic path of activity so consistency in quarterly performance this year should improve confidence levels. Revisions to the historical GDP data suggest that growth has been stronger than originally estimated, which could mean that the “double dip” will be revised away. The economy was relatively flat in 2012, growing by 0.3%, and output was still below the 2008 peak. The expectation is that 2013 will see growth of around 0.8% which may be revised upward if the good news flow continues. The detail from the Q1 GDP data showed manufacturing production shrinking by 0.3% but overall industrial production growing by 0.2% driven by a bounce in mining and quarrying output of 4%. Construction output, which was a major drag in 2012, fell by 2.4% over the quarter, which is better than the falls in 2012. It was the service sector where the best news arose with growth of 0.6% over the quarter. By sector the growth picture varied: the distribution, hotels and restaurants sector grew by 1%; transport, storage and communication increased by 1.5%; business services and finance sector grew only by 0.2%. The households’ saving ratio was estimated to be 7.1% in 2012, the highest since the 1997 estimate of 8.1%. Real household disposable income increased by 2.1% between 2011 and 2012. Looking ahead we see the catalyst for growth being some easing in financial conditions and housing market improvements. The risks are to the downside especially with continued Euro zone uncertainty and slowing emerging markets. On the external front, the fall in exports in 2012 was a services story. Good exports rose 1.7% on the year, while services exports fell 2.8%. The deficit on trade in goods was around £0.5 billion higher in the three months February to April than in the previous three months. For exports, there was a decline of around 3% in the volume of semi-manufactures while the volume of exports of finished manufactures rose by 2%. Seasonally adjusted, the UK’s deficit on trade in goods and services was estimated to have fallen marginally between April and March. There was a deficit of £8.2 billion on goods, partly offset by an estimated surplus of £5.6 billion on services. Surveys and forward-looking indicators are more optimistic than the picture painted by backward looking data. Business activity in the UK service sector has been on an improving trend this year. The headline seasonally adjusted Business Activity Index posted 54.9 in May up on April’s 52.9. Improving levels of new business and expectations of growth are drivers of the more positive response. Job creation continues and a number of respondents said that they were taking on new staff in anticipation of further growth. The survey results highlight the positive outlook with over 46% of service providers forecasting a rise in business activity over the forthcoming year. Respondents hope that the steady improvement in economic conditions seen during recent months will be sustained. Higher sales volumes were being driven by promotional activities, new product launches and for some recent better weather (likely to unwind in the following month). These factors helped drive the sharpest rate of new business growth since February 2010, although improved market conditions were important as well. Production rose by 0.1% between March 2013 and April 2013, pushed by 0.9% growth in mining and quarrying and 1.5% in the water, sewerage and waste management sector. These rises were offset by falls in manufacturing of 0.2%. The seasonally adjusted Markit/CIPS Purchasing Manager’s Index was above the 50 in May at 51.3 which indicates expansion. The domestic market was the main driver of new order inflows, although new export business also contributed with a modest increase. New export orders are arising from higher demand from North America, East Asia, Russia, Germany and France. In the three months to April the level of employment showed a 24 000 rise, better than the 43 000 decline in the three months to March and above expectations. The Labour Force Survey measure of unemployment fell 5 000, which kept the ILO rate at 7.8%. The latest workforce jobs data showed a 211 000 rise in jobs in the first quarter. Average weekly hours increased 0.1% on the quarter, with a 0.2% rise in total hours. Another stronger than expected feature of the data was on pay growth with headline earnings growing 1.3% in April, up from 0.6% in March.

138 UK retail sales in May were very strong, rising 2.1% over the month. On the month there were several sources of the rebound. Food sales rose 3.5%, while non-store retailing rose 4.3%. Clothing and footwear sales rose 1.4%. The data of late has been volatile, due in part to Easter and the weather. In April a post Easter lull saw sales slump 1.2%. So part of the rise in May is a rebound from that with the three-month growth rate at 0.6%. The May consumer price index (CPI) rose 0.2% on the month putting the annual rate at 2.7%, after it had slowed in April to 2.4%. The detailed data shows that the upside pressure on inflation came transport and clothing. Although, the May figure surprised on the upside the weakness in global demand should feed into weaker import prices. That said strange weather this year may push food prices later in the year. The new Governor of the Bank of England, Mark Carney, will take the helm with CPI inflation pushing up towards 3.0%. Overall, UK growth of around 0.8% is anticipated in 2013 which is up on the current outturn of 0.2% for 2012. Our view is a little below consensus for 2013 and 2014. So far 2013 is looking like the beginning of a consistent path of growth back to some kind of normal. There are headwinds from weakness in the global economy but improving domestic demand should help to soak that up.

5.2 Local Market Overview Jersey is the largest of the Channel Islands and is located in the English Channel some 145 kilometres (90 miles) south of England and 22 kilometres (14 miles) west of France. The Island has a land area of approximately 45 square miles and is divided into twelve parishes. The capital town is St Helier. Jersey is one of the world’s leading offshore Banking and Finance Centres with a constitutional relationship with the UK dating back over 800 years. The arrangement provides a full fiscal independence and allows the Island to set its own tax rates and enact its own laws. Jersey’s legal framework, tax system and infrastructure have attracted 47 international banks, all the major accountancy firms and seven first tier legal practices employing more than 3 000 professionals The office market in St Helier continues to be characterised by a lack of activity in the office agency market, a feature that has plagued the local market from 2009 to the present day. Locally there has been limited significant office letting in the last 12 months of any note in respect of prime office space however there has been some activity in the sub 5 000 sq/ft bracket in terms of sub lettings. It is now clear that the global economic downturn is having an impact locally in terms of occupier demand. The first effects of the global economic downturn emerged in the 3 – 4th quarter of 2008 and gradually increased through 2009, 2010, 2011 and 2012. We expect a similar feature throughout 2013. Many corporate occupiers still have a preference for the Esplanade as the premier office location within St Helier and the uncertainty with the proposals for the Esplanade Quarter and some other major sites, together with the lack of pipeline space coming through in the next 2 – 3 years could result in pent up demand for this location. The catalyst for all planned speculative schemes will be pre-let agreements. To date no party has signed a prelet in relation to a large prime new build office scheme despite numerous opportunities.

5.3 Availability The total office stock in St Helier is in the region of 2 800 000 sq. ft and at present the vacancy rate is in the region of 200 000 sq. ft which represents some 7%. Take-up of new office accommodation was in the region of 225 000 sq. ft per annum up to 2008 however we estimate this fell to circa 50 000 throughout 2009 – 2012 with a similar level of uptake expected for 2013. Take-up of new office accommodation was broadly: • 2007 – 225 000 sq. ft • 2008 – 225 000 sq. ft • 2009 – 50 000 sq. ft • 2010 – 50 000 sq. ft • 2011 – 75 000 sq. ft • 2012 – 90 000 sq. ft • 2013(H1) – 45 000 sq. ft Stock of “Grade A” accommodation is circa 1 000 000 sq. ft (35% of stock). Prime headline quoting rents on new developments are currently £35.00 psf. Stock of available Grade A office accommodation is circa 25 000 sq. ft (less than 1% of total stock).

139 There is now a distinct lack of available good quality accommodation and nothing in the development pipeline that could realistically be delivered within two years. In normal market conditions the lack of supply combined with strong demand would result in an increase in headline rates, however the lack of supply has been has been matched with a lack of demand and hence the stagnant movement in rents. The agent acting on No. 37 Esplanade reports all the space in that building has now been secured by tenants therefore no prime new build BCO Cat A space available for a new letting in the local market at present.

5.4 Demand We have noted that occupier demand in all sectors has dropped as tenants reassess their requirements in light of the global economic crisis. Many planned moves have been put on hold in the short to medium term. The majority of occupier demand is for good quality office accommodation completed to BCO Category A specification. Most occupiers also ideally wish to be in close proximity to the Esplanade and Waterfront albeit there are some who are happy to compromise and consider secondary type locations thus avoid having to pay prime rental rates. At present a number of agents are discussing pre-lets with several major local financial institutions to act as a catalyst for their respective schemes (Esplanade Quarter, J1 and Dandara scheme). Recent larger requirements we are aware of include: • Standard Bank has a requirement for circa 25 000 sq/ft. They currently occupy a building in La Motte Street. • Bedell Cristin has recently released a requirement for circa 45 000 sq/ft. They currently have a lease on two buildings in New Street. • RBC has a requirement for circa 70 000 – 80 000 sq/ft. • Deloitte has a tacit requirement however we believe they may have agreed terms now to take new space from 2015. • Deutsche Bank are about to release a requirement we believe for circa 10 000 sq ft. • UBS are reported to be considering releasing a requirement to merge their local operations into a single building. There are several smaller requirements that we are aware of in the circa 5 000 sq ft bracket or below.

5.5 Development Vacant/Available Buildings Available space in the Esplanade area of town and surroundings include: • 4 500 sq. ft in 40 Esplanade at circa £25 psf headline. • 9 000 sq. ft at 7 Esplanade being marketed at circa £25 psf headline (some space under offer) • Sir Walter Raleigh House, Esplanade with circa 9 000 sq/ft. HoT’s for one floor have been issued at £27 psf headline and these have been agreed. Ground floor being marketed at £27 headline also. • Ground floor at Charter Place, Seaton Place remains available at a headline of £27 psf. Little interest at present. • CBRE are marketing 5 641 sq ft on the 4th and 5th floor at Kingsgate House, Esplanade for sublease however no discernible interest at present. Available to prevailing head lease rental of £26 psf and four spaces at £2 500 per space. • Two floors within 25 – 26 Esplanade totalling circa 7 500 sq/ft available by way of sub-lease at prevailing head lease rental of circa £26.60 psf. • 4th floor at 1 Esplanade extends to 4 147 sq/ft and is being marketed at circa £26 psf headline. This is only a sample list and is not exhaustive. There are also numerous opportunities for secondary buildings in and around St Helier that are being offered by agents at varying rates. There are also numerous opportunities for smaller suites/floors in and around St Helier that are being offered by agents at varying rates. Block 4 The Forum – We continue to market this space with no success at present at £24 under a new lease. No interest to date. Block 3 The Forum – The vacant space in this building is being marketed directly by the landlord.

Development Sites Esplanade Quarter (currently the Esplanade car park site) Full planning consent has now been granted for part of this scheme. BNP has presented to the potential tenant in connection with the proposed Pre-Let Agreements as have the representatives for the other two schemes being

140 proposed. This remains one of two options now with the third option being rejected. Potential tenant has confirmed that a decision will be made by the end of October 2013 with a pre-let to be signed by end of Q4 2013. 5 – 6 Esplanade Still no pre-lets signed to date. Planning consent has been secured. 45 000 sq/ft of BCO Cat A space planned together with car parking. 8 – 9 Esplanade & 10 – 12 Commercial Street, St. Helier Demolish existing buildings. Construct 48 000 sq/ft five-storey office, with basement parking. Speculative scheme. Planning has been secured however variation applied for and remains pending. Landlord seeking pre-lets however no interest to date we understand. 29 – 31 Seaton Place (Ensign House) Still no Pre-Let Agreements signed with any party as yet. Nothing advanced in terms of discussions. Remains at an asking headline of circa £28.50 psf however landlord would consider offers we believe. Has been marketed for sometime now with no success. 27 – 28 Esplanade Retention and refurbishment of historic facade to 27 Esplanade and first three bays. Demolition of remainder of buildings through to La Rue des Mielles. Construct new eight storey office building including plant platform fronting Esplanade and La Rue des Mielles. Construct of basement car park. Planning application remains to be determined. J1 Scheme, Commercial Street/Broad Street, St Helier No pre-lets secured as far as we are aware on this speculative scheme. Lord Coutanche House, 66 – 68 Esplanade Demolish existing offices and warehouse. Retain existing facade. Construct new eight storey office building with ground floor parking. Decision remains pending. Expected to be determined soon. 70-72 Esplanade (former Cosmopolitan Club) Planning consent has been secured however applicant has applied to extend the permit for a further five years and this has been agreed. This site has just been purchased by Dandara, owner of adjacent building known as Lord Coutanche House/14 Patriotic Street with the intention of combining the sites into one large scale development and a planning application to this effect has been submitted by the owner and is being considered. 19 – 21 Esplanade & 34 Commercial Street Demolish existing buildings. Construct six storey office building with basement car park. Planning consent granted. No pre-lets signed to date.

5.6 Rentals The headline and net effective rental that have been agreed on 37 Esplanade represent new record rents in the local market based on headline rentals of £32 and £34 psf depending on size, aspect and term certain. Incentives amounting to circa 12 months rent free granted. Prior to the deals at No. 37 Esplanade rents had struggled to break through the £30 psf range. A number of 2010 and 2011 rent reviews on prime buildings have been agreed at circa £26.00 – £27 psf and this represents minimal increases on the previous rentals. Some such as No. 25/26 Esplanade have been agreed at nil increases following 3rd party determinations under 2010 reviews. The market is still tenant led and parties interested in taking long leases on prime space will be able to negotiate a suitable package of incentives. As a result there remains a gulf between headline rents and net effective rents. Until such time as demand increases there will remain a gulf between headline and net effective rentals.

5.7 The investment market The prime yields for City of London properties have come in from 6.5% in July 2009 to 5.0% in December 2012 (it has remained unchanged at 5% from November 2011). The yields then moved in by 25 bases points to 4.75% in January 2013 where they have remained up to August 2013 before moving in by 0.25% to 4.5% in September 2013. The sentiment attached to City offices has changed from negative to neutral to positive now.

141 In relation to the City of London, the West End market has consistently displayed a differential of 75 bases points. Prime yields in July 2009 were recorded as being circa 5.75%. They remained at this level up to October 2009 and came in a further 0.25% to 5.5% with a movement of 0.25% to stand at 5.25% in January 2010 and further to 4.25% in Q2 2010, 4% in September 2010 and has remained unchanged at 4% through to September 2013. The sentiment attached to West End offices has also changed from negative to neutral to positive now. The prime yield movement for offices in UK provincial towns has witnessed a significant yield shift over the last 24 – 36 months. In early 2009 the prime yield was 7.25%. This then moved out by 25 bases points to 7.5% from the start of the 2nd quarter 2009 before coming back in by 25 bases points in August 2009 and a further 25 bases point movement in September 2009 to a figure of 7%. There was a full 1% shift in yields in October 2009 to 6% followed by a further shift of 25 bases points to start 2010 at 5.75%. The yields have softened since then with a movement out to 6% in September 2010 where it remained unchanged up to June 2012 when the yields softened again by 0.25% to 6.25%. They softened again by 0.25% to 6.50% in July 2012 and have remained static at this level through to and including June 2013 before moving in by 25 bases points to 6.25% in July, 6% in August 2013 and 5.75% in September 2013. The sentiment for UK provincial towns has moved from neutral to negative and now to positive. Channel Islands There has been some investment activity locally in the last 12 months however this has been limited to smaller type investments in general save for the recent sale of the Sg Hambros building at 17/18 Esplanade. The appetite for large lot sizes has been tested with the availability of No. 37 Esplanade and No. 44 Esplanade however both have failed to find a purchaser and the reaction to these has been measured given the lot size. Only one or two parties in the Channel Islands are capable of purchasing in the £20 000 000 plus bracket thus restricting local interest. The larger lot sizes are generally the preserve of UK pension funds, sovereign funds and institutional investors. Whilst some have been looking at the local opportunities they haven’t been tempted to consider acquisitions as they don’t see the value and growth when compared to similar UK-based opportunities. We don’t expect the current opportunities to be acquired this calendar year and indeed we believe No. 44 Esplanade has quietly been taken off the market due to a lack of interest. This reflects the activity in the local investment markets. Unemployment The August 2013 report shows that: • on a seasonally adjusted basis, the total number of people registered as ASW in Jersey was 10 lower than a month earlier (July 2013) and 20 lower than the average for the preceding three months; • the non-seasonally adjusted ASW total was 1 820. This latest monthly total is 40 lower than a month earlier (July 2013). It was 150 higher than that of a year earlier (August 2012) and double that of four years ago (August 2009); • long-term registered ASW (registered for more than 12 months) accounted for a fifth of total ASW and was 20 lower than in the previous month (July 2013); and • 290 teenagers aged 16 – 19 years were registered as ASW, 10 higher than a month earlier. 130 teenagers were on the Advance to Work scheme. Jersey – Business Tendency Survey We have presented below a summary of the Q2 2013 Business Tendency Survey. In June 2013: • the headline all-sector Business Activity Indicator was -8 percentage points (pp), implying that the proportion of businesses in Jersey reporting a decline in business activity compared with three months previously was 8 pp greater than the proportion reporting an increase. Almost half of all businesses reported “no change”; • the all sector Business Activity Indicator improved in the latest quarter, recording a slightly negative level last seen in September 2011; For the Finance sector: • five of the 10 indicators improved in the latest quarter, whilst four of the indicators remained at a level similar to the previous quarter, March 2013; and • Capacity Utilisation saw the greatest improvement, recording the highest positive level for this indicator to date; the Business Activity, Profitability, Employment and Future Employment indicators also saw improvement on the previous quarter.

142 In contrast, the New Business indicator declined significantly compared with the previous two quarters and Future Business Activity remained at its lowest level to date. Seven of the 10 indicators for the non-finance sectors, overall, improved in the latest quarter, although all remained negative; Business Optimism and Future Employment were their least negative for two years, whilst Business Activity was its least negative for more than a year. Five of the 10 indicators for Wholesale & retail saw improvement in the latest quarter and a further three saw slight improvement; Business Activity and New Business were the most improved. For the Construction sector all 10 indicators remained negative; Profitability, Input Costs and Capacity Utilisation were the most strongly negative.

6. VALUATION 6.1 Market Rental Comparables In arriving at our opinion of Market Rent of the Property we have considered the following: • Prime location • Proximity to retail/commercial heart of St Helier • BCO Cat A specification • On site, secure car parking in basement • Availability of prime office space in St Helier • Levels of unemployment in the finance/professional sector • Demand/supply dynamic in the market place • General economic climate • Rental evidence from comparable properties in the locality • Layout of the floor plates • Challenges to the finance sector • Proximity to public car parking at the Esplanade, Patriotic Street, Sand Street and Waterfront • Area is well served by local infrastructure • Competing schemes requiring Pre-Let Agreements to facilitate new build schemes in this locality. Transactional/Rent Review Evidence HSBC House, Esplanade HSBC House is a new build multi-storey office building completed in 2003 in a prime location along the Esplanade. The building comprises a steel framed structure incorporating full access raised floors, suspended ceilings and a ducted air conditioning system within an open plan floor plate. All floors are served by 4 no. 8 person lifts. Held on FRI terms. The property has been finished to a BCO Cat A specification throughout. 17 No. car spaces on-site and 6 no. off site spaces. The building forms part of a large scale residential scheme. The office space extends to 54 600 sq/ft arranged over ground to fifth floors inclusive. The lease is subject to three-yearly upward only reviews. FRI via a service charge. The property is held under a 15-year lease from term commencement date 28 February 2003 subject to an option to extend for a further 15 years upon 12 months notice being served. 28 February 2009 review agreed at an office rate of £25.25 psf, half rate on the storage and £2,600 per car space. This represented an increase on the previous rate agree at review in 2006 of £25 psf. 2012 review has been settled at a nil increase on the office rate and an increase of £200 per space to £2 800 in respect of the car parking. The assumed term at review was 15 years. Prime new letting evidence relates to No. 37 Esplanade. The first lease to be executed in the building was the letting to KPMG on the 2nd floor. They took a new 21 year lease wef 1 June 2012 with a break after 15 years at a commencing headline rental of £32 psf. The lease is drawn on FRI terms via a Service Charge and is subject to 3 yearly upward only rent reviews to the greater of the passing rent or market rent. The Pre-Let agreement was formally signed in April 2011 for KPMG to take the 2nd floor in this building. The 2nd floor extends to circa 13 446 sq/ft of office space, 2 no. basement stores extending to 32 sq/ft and 213 sq/ft respectively and 8 no. car spaces at basement level. The commencing rental is £458 192 p/a effective 1 June 2012 based on an office rate of £32 psf, half rate on the stores and kitchen area and £3 000 per space for each of the 8 no. car spaces. This lease represented a new headline rental in Jersey for prime BCO Cat A office space agreed under a new letting. The tenant was granted a rent free period of 12 months from lease commencement date. The net effective is estimated at circa £30 psf.

143 The second lease to be formally executed in this building was the letting to Collins Stewart on the 4th floor front aspect. They took a new 21-year lease with a break after nine and 15 years at a commencing headline rental of £34 psf and £3 000 per space. The lease is drawn on FRI terms via a Service Charge provision and is subject to three-yearly upward only rent reviews to the greater of the passing rent or market rent. The Agreement to Lease was formally signed on 30 June 2011. The fourth floor front extends to 6 424 sq/ft of office space together with three car spaces at basement level. The lease commencement date is 4 November 2012 with a corresponding rent commencement date of 5 August 2013 (representing nine months rent free). The net effective is estimated at circa £31.50 psf. The PwC letting is the third piece of evidence in this building. The landlord’s agent has also confirmed that whilst Heads of Terms were agreed between July and September 2010 the Pre-Let Agreement was executed on 30 March 2011. The lease commencement date was 30 November 2012. 12 months rent free granted. The office space extends to 17 662 sq/ft together with 150 sq/ft of storage and nine car parking spaces. The lease term is a straight 15 years with no break option. The agent for the landlord confirms the net effective rental equates to circa £29.72 psf. 6th Floor @ 37 Esplanade Brevan Howard has apparently agreed terms to take a 21-year lease with a break at year 15 subject to 12 months notice on the top floor in this new build property at a headline rental of £33.50 psf rising to a minimum of £35 at first review. Three-yearly upward only reviews. Extends to 11 788 sq/ft plus five no. car spaces. 12 months rent free granted. Pt 4th and 5th Floor @ 37 Esplanade Circa 20 000 sq/ft over two floors agreed by Volaw under a 21 year lease with a break at year 15 based on a headline of £31 and £32 respectively. eight no. clear spaces and three no. blocked spaces. Three yearly upward only reviews. 15 months rent free. 3rd Floor @ 37 Esplanade Circa 13 500 sq/ft held under a 21-year lease with a break at year 15 based on a headline of £27 over the first three years rising to £35 in years 4 and 5 and £38 in year 6 with three-yearly upward only reviews commence upon expiry of year 6. 6 no. car spaces at £3 000 per space. 15 months rent free. This tenant also has an option tom take the rear ground floor on similar terms to the 3rd floor. Ground Floor @ 1 Esplanade Landlord is Wynbrook (Holdings) Limited and tenant is Voisin Hunter Limited. 9 year lease from 25 December 2011. 10 months rent free granted plus allowance for floor boxes and carpet. Commencing rental of £61 627.50 p/a (based on £27.50 psf for the office space). Demised premises comprise all the ground floor at 1 Esplanade with a NIA of 2 241 sq/ft. Effective FRI terms via a fully recoverable service charge and building insurance provision. Three-yearly, upward only rent reviews to the greater of the passing rental or market rent. Assumed term of nine years at review. Net effective rental of £25.17 psf. Third Floor @ 1 Esplanade Sarre and Co have been marketing the Play space on the third floor at a headline rental of £29.50 psf following confirmation that the current tenant had exercised their break option effective June 2013. I understand agreement has been reached for a new lease at a headline rent in the region of £27 psf. 4th Floor @ 1 Esplanade The available offices are situated at fourth floor level and benefit from the following landlord amenities; Suspended ceilings with integral fluorescent lighting, Flexible comfort cooling and comfort heating. – Double glazing. – Fully accessible raised floors. – Impressive ground floor reception. – Front and rear lift access to all floors. – Excellent natural light provision. – Efficient open plan floor plate. – Male and Female WC facilities. – Shower facilities on each floor. – Balcony overlooking the marina. In addition to the above, the current tenant has comprehensively fitted out the unit to an exceptionally high standard to include the following. – Reception desking – One 12-person boardroom – Three meeting rooms – Four private offices – Fully fitted kitchen – Comprehensive wiring – Carpeted throughout – Blinds The offices potentially will be left fitted out to include all fixtures and fittings, plus an element of the furniture. Total NIA of 4,313 sq/ft however no car parking. Being marketed at a rental of £116,031 p/a based on a office rate of circa £27 psf. 11 – 12 Esplanade This building represents a modern new build mid terraced office building located to the east of the Property in a prominent location along the Esplanade opposite the recently constructed Liberation Station. The accommodation was completed to BCO Cat A standard throughout comprising raised floors, suspended ceilings, modern recessed lighting and 2 no. passenger lifts serving all floors.

144 The property is held under a single lease to Lloyds/TSB for a term of 21-year from 23 February 2007 at a commencing rental of £634 550 p/a based on an office rate of £25 psf. The space extends to circa 24,162 sq.ft over ground to third floor inclusive together with 16 no. car spaces at basement level. There is a tenant break at the end of the 15th year of the term. The rent review provisions are based on three-yearly upward only reviews with the first review in 2010 to the greater of £26.50 psf of market rent levels. The 2010 review was agreed at the minimum uplift prescribed under the lease and based on £26.50 psf, half rate on the reception and kitchen and £2,800 per car space. The 2013 review remains outstanding based on £26.50 psf. 13 – 14 Esplanade This building, completed in 2004, again represents a modern new build mid terraced office building located to the east of the Property in a prominent location along the Esplanade opposite the recently constructed Liberation Station. The accommodation was completed to BCO Cat A standard throughout comprising raised floors, suspended ceilings, modern recessed lighting and 2 no. 8 person passenger lifts serving all floors. The building is of steel frame construction with curtain walling panels. The property is held under a single lease to Appleby for a term of 24 years from 1 September 2004 subject to three- yearly upward only rent reviews. The lease is drawn on FRI terms. There is a tenant only break option effective 31 August 2022. The building provides office accommodation arranged over ground to third floor respectively amounting to 25 339 sq/ft together with 16 no. car spaces at basement level. The September 2010 review was agreed at a nil increase based on the prevailing office rate of £26.50 psf and £2,800 per space and half rate on the kitchen and £2 800 per car space. I understand the lease was regeared recently with the tenant break removed, term extended and an increase in the office rate to £27 psf wef the September 2013 review date. 15 – 17 Esplanade The 14 July 2012 rent review on the 1st floor at 15/17 Esplanade was agreed at an increased office rate of £26.15 psf with the car parking rate of £2 800 per space remaining unchanged. The 2012 review represents an increase of £0.50 psf on the rental agreed at review effective July 2009 based on £25.65 psf. The remainder of the building is also coming off £26.15 psf agreed effective 26 June 2011 and extends to 24,767 sq/ft NIA (incl ancillary kitchen and stores) plus 24 no. car spaces. 17A – 18 Esplanade The Property is let for a term of 42 years from 31 October 2003 to SG Hambros (Bank and Trust Jersey) Limited. There was a three-month rent free period and the commencing rental was £771 733.30 per annum, subject to three-year upward only rent reviews, at a commencing rental rate of £25 psf for the office space, half rate on the restricted head height offices and £10 psf on the storage areas. The car parking was rentalised at £2 500 per space. The lease contains three tenant’s break clauses on the 31 October 2024, 2031, 2038 respectively, with the tenant being obliged to provide 12 months’ written notice of its intention to break. The most recent rent review was the 31 October 2009 event wherein the rent on the office space remained at £25 psf, the storage rate was agreed at £11 and the rental on the car parking increased to £2 800 per space. The current rent review is ongoing and remains outstanding as at the date of this report however we expect an increase to circa £26 – £26.50 psf. This asset was recently purchased by the Channel Island Property Fund – details provided later in this report. Liberation House, Liberty Wharf, Esplanade Liberation House is a landmark six-storey detached modern office development with accommodation arranged over ground to fifth floor undertaken to BCO Cat A standard that was completed in October 2007, together with secure basement car parking provision. This building fronts west directly onto the Esplanade Car Park with views along the Esplanade and panoramic views over St Aubin’s Bay and the Waterfront area. The building is multi-tenanted with several occupiers that include CPA, E & Y and Moore Management. The main core areas comprising the toilet facilities and stair access are positioned along the north, south and eastern boundary of the building. 3 no. 12 person lifts provide access to all floors. The 63 no. secure basement car parking facility is shared with Windward House. The space occupied by Moore Management extends to 8 552 sq/ft, falls due for review wef 25 January 2011 and is coming off £26.50 psf. This has been agreed at a nil increase. The space occupied by E & Y extends to just under 22 000 sq/ft and falls due for review wef 11 December 2010 also coming off £26.50 psf. This has increased to £26.70 psf under review.

145 The space occupied by CPA extends to circa 30 000 sq/ft and falls due for review wef 1 October 2010 coming off £25.00 psf. This has also been agreed at £26.70 psf. Windward House, Liberty Wharf, Esplanade September 2011 rent review on the space held under lease by BDO is being referred to 3rd party determination. 29-31 Esplanade Mourant Ozanne lease the 1st – 3rd floor of this premises under a 21-year lease wef 6 July 2007 with breaks at 2016 and 2025. For the purpose of the review the assumed term was 18 years with a break in year 6 and 15 respectively. The July 2010 review was agreed by BNP Paribas Real Estate at £24.75 psf from £24 psf. The space extends to circa 9 000 sq/ft with no car parking. Good quality refurbished space in prime location. Flexible lease terms. All three floors have recently been sub-let to various parties at the prevailing head lease rental. The July 2013 review has been agreed at a nil increase based on £24.75 psf. 40 Esplanade BNPPRE has agreed a new lease for a tenant to take space in the front part of 40 Esplanade at a headline rate of £27 psf on a nine-year lease wef 21 March 2011. The space extends to 2 250 sq/ft and has a break at year 5. This building represents refurbished office in a prime location. We also agreed terms with Seymour Trust to take 4 500 sq/ft in the middle block at 40 Esplanade. The lease term is nine years with a break at year 6. The headline rental is £25 psf together with nine months’ incentive. The net effective is circa £23 psf. The lease commenced on 1 December 2010. Grd, 1st & 2nd Floor Front @ 40 Esplanade – nine year lease wef 25 March 2009 on FRI terms with three yearly upward only rent reviews. The commencing rental was based on an office rate of £26.88 psf and car parking rate of £2 500 per clear space. The March 2012 review has just recently been agreed direct with the tenant at an increased rate of £27.50 psf and £2 800 per clear space. 3rd floor rear @ 40 Esplanade – nine-year lease from 25 March 2009. Three-yearly rent review. Current review falls due effective 25 March 2012. Initial rent passing of £119 975 p/a. This was based on an office rate of £25 psf and a car parking rate of £2,500 per space. Tenants break at six years (25 March 2015). The areas are detailed in the lease. FRI via service charge provision. Assumed term of nine years with an assumed break at year 6. Replacement heating/cooling system installed and paid by the tenant is reflected in the rent review assumptions. March 2012 rent review agreed at a revised office rate of £25.50 psf. 40 Esplanade has undergone a significant refurbishment project. Work to the communal areas included the main entrance lobby, stairs and landings and have been completed to a high standard and now provide modern, contemporary space. Works included a refurbishment to the front facade of the property. The premises have been completely refurbished to a high specification. The specification includes ceiling mounted VRV air-conditioning, suspended ceilings with recessed lighting, raised access flooring and self-contained unisex lavatories with separate shower facilities. The property has an eight-person hydraulic passenger lift providing access to all upper floors. 44 Esplanade/17 – 21 Seaton Place, St Helier Ogier House represents the largest single letting of prime, new build BCO Cat A spec office space in the Jersey market. The 2nd largest is the letting to HSBC at HSBC House. The building was completed in 2009 and is of modern steel frame construction. At the time of completion it represented the most recent new build office along the Esplanade. It is located to the west of the Property. The lease dated 18 September 2009 provides for a review of the commencing rental on the 3rd anniversary of the commencement date. The commencement date is defined in the lease as 7 November 2009. The first review falls due effective 7 November 2012. BNP represent the tenant under this review and I can confirm no discussions have been undertaken with the landlord or their representative. The commencing rental is defined in the lease as amounting to £2,047,684.60 based on £27.00 psf for the office space, £2 750 per space for each of the 38 no. car spaces, £10.80 psf in respect of the store area and £13.50 psf in respect of the atrium and reception area respectively. Clause 6.2 of the lease provides for the rent to be reviewed effective 7 November 2012 to the greater of the market rent or the sum of £2 155 639.30 (representing £28.50 psf for the office space, £2 750 per space for each of the 38 no. car spaces, £11.40 psf in respect of the store area and £14.25 psf in respect of the atrium and reception area). Notice served by the landlord at £34 psf for the front building and £31 psf for the rear building. In negotiations with the agent at present however front building has been referred to arbitration and that process is expected to commence soon. Leases have minimum uplifts to £28.50 and £25.50 psf. One of only two BREEAM rates buildings in jersey (the other being No. 37 Esplanade).

146 The rent review on the Seaton Place elevation is also under review with a minimum uplift to £25.50 psf at first review. The tenant is resisting any form of increase above this level and these reviews have been referred to arbitration. 45 – 47 Esplanade No. 45 Esplanade comprises a mid-terraced, modern, multi-storey, purpose built office scheme that was completed in 1998 in conjunction with the neighbouring property, No. 47 Esplanade, to BCO Cat A standard throughout. The office accommodation is arranged over ground to fourth floors together with car parking provision at basement level (accessed from shared access at Seaton Place to the rear), and is contiguous to No. 47 Esplanade on its western boundary. The building is of steel frame construction, under a partly pitched and partly flat roof, with reinforced concrete floors. Part of the flat roof is laid with a reinforced concrete deck, which has been overlaid with board insulation and mineral felting, with plant and equipment constructed on top. This building offers a total of 14 550 sq ft NIA office accommodation together with restricted head height areas and covered secure on-site parking for 13 vehicles. The car parking ratio is 1 space per 1 119 sq/ft NIA of office space. The general specification provided at this property includes full access raised flooring, suspended ceilings with recessed lighting, and the original fully ducted air conditioning system. The lift access to all floors is provided in a separated entrance hall, via 1 no. 12 person hydraulic lift. Separate male/female and disabled toilet facilities are provided to the rear of the lift lobby core. All floors are served by a fire exit stairwell located within the main core behind the lift and a second fire exit/stairwell to the north east that also provides access from the upper floors to the courtyard, and from which access is provided to Seaton Place via a communal passageway. The lease is held in favour of La Motte Properties Limited for a period of twenty four years, without break, from the term commencement date of 14 May 1999 with termination falling on 13 May 2023. The commencing rental was £372 886 per annum calculated in accordance with Clause 2.3 of the Agreement to Lease dated 14 July 1998. No. 47 Esplanade offers 28,492 sq/ft NIA of office accommodation together with a restricted head height area, archive store area and covered secure on-site parking for 26 vehicles. The car parking ratio is one space per 1 095 sq ft NIA of office space. The general specification provided at this property replicates that provided at No. 45 Esplanade and includes full access raised flooring, suspended ceilings with recessed lighting and a fully ducted air conditioning system. No. 47 Esplanade has an integral central core incorporating lift access to all floors via two no. 12 person hydraulic lifts. Male/female and disabled toilet facilities are again provided on all floor levels. The upper floors are further accessed by two fire escape stair cases, one within the central core and one along the north eastern elevation. In addition, and located behind the 2 no. lifts, is an internal enclosed atrium. The property also benefits from balconies located on the third and fourth floors of the southern elevation providing views over the proposed Esplanade Quarter, Waterfront Car Park, Waterfront leisure scheme, Cineworld, Radisson Hotel, open development land and St Aubin’s Bay. The lease is held in favour of OBD Properties Limited for a period of twenty seven years, without break, from the term commencement date of 14 May 1999 with termination falling on 13 May 2026. The commencing rental was £749 036 per annum calculated in accordance with Clause 2.3 of the Agreement to Lease dated 12 November 1997. Arbitration process has been concluded at £24.45 psf under both leases and represents a fall from the prevailing rent of £25.50 psf. Issues with 21-year assumed term considered to be onerous. Prime well located BCO Cat A spec office space. Combined area of circa 40 000 sq/ft in total. Effective date May 2011. 11 – 15 Seaton Place A pre-let was agreed on Aztec House at £27 psf for Seaton Place for a new 15-year FRI lease wef 6 March 2009 with three-yearly upward only rent reviews, no Breaks options and six months rent free. The building extends to circa 24 000 sq/ft and was refurbished prior to lease commencement date. The 14 car parking spaces have been let at £2 500 each for open spaces. The landlord has underwritten the rent on the ground and first floor for the first 18 months as Aztec are only in occupation of the top two floors. The first floor was sub-let in 2009 on a floor extending to circa 6 000 sq/ft within this building at a headline rental of £27 psf together with four parking spaces at £2 500 per space. BNP has agreed terms to assign the sub lease at the prevailing head lease rental. The March 2012 review has been agreed at a nil increase based on the prevailing office rate of £27 however there was an increase in the car parking rate from £2 500 to £2 800 per space. 13 & 15 Castle Street No. 13 Castle Street is of steel frame construction with concrete floors. There is a lift serving all floors (excluding basement). This building was constructed in circa 2000 and is finished to a modern standard of specification that includes raised floors, suspended ceilings, heating/cooling system and carpeting. The office space is arranged over ground to 4th floor inclusive and includes 17 car spaces in the communal basement parking area.

147 The current lease was agreed for a term of 25 years from 13 November 2000 on FRI terms (via a Service Charge provision) subject to three-yearly upward only rent reviews. The lease provides for a tenant only break option on 13 November 2018. The building provides 20 793 sq/ft of full height office space and 48 sq/ft of restricted height space. The most recent rent review was agreed effective 13 November 2009 to a rental of £590 517.95 based on an office rate of £26.35 psf and a car parking rate £2 800 per space. A revised rental at this level would represents an increase on the previous rent passing based on a rental of £578 742 equating to £26 psf according to information I have received from the former agent. I also understand the previous rent passing was based on a car parking rate of £2 500 per space. No. 15 Castle Street is also of steel frame construction with concrete floors. There is a lift serving all floors (excl basement). This building was constructed in circa 2000 and is finished to a modern standard of specification that includes raised floors, suspended ceilings, heating/cooling system and carpeting. The office space is arranged over ground to 4th floor inclusive and includes 16 car spaces in the communal basement parking area. The current lease was agreed for a term of 25 years from 13 November 2000 on FRI terms (via a Service Charge provision) subject to three-yearly upward only rent reviews. The lease provides for a tenant only break option on 13 November 2018. The terms of this lease replicate the terms of the lease on No. 13 Castle Street. The building provides 22 619 sq/ft of full height office space, 72 sq/ft of kitchen space and 207 sq/ft of storage space. The most recent rent review was agreed effective 13 November 2009 to a rental of £643 210.05 based on an office rate of £26.35 psf and a car parking rate £2,800 per space according to the proforma. A revised rental at this level would represents an increase on the previous rent passing based on a rental of £630 461 equating to £26 psf according to information I have received. I also understand the previous rent passing was based on a car parking rate of £2 500 per space.

6.2 Market Rental The lease to Capita Fiduciary Group Limited equates to a rental of £26 psf for the office space and £2 750 per parking space from lease commencement date 5 November 2007. The first review fell due effective from 5 November 2010 and was agreed at a nil increase. The current rent reserved remains at £597 092 p/a wef 5 November 2010. The 5 November 2013 review is currently under discussion. In undertaking our appraisal we have adopted a reversionary Market Rent based on £26.50 psf for the office space and £3,000 per car space as we expect the rent to increase at review effective 5 November 2013. The lease to AIB Bank (CI) Limited equates to a rental of £26 psf for the office space and £2 500 per parking space from lease commencement date 13 August 2007 with a minimum uplift at first review effective from 13 August 2010 to £26.50 psf for the office space and market rental for the kitchen and car spaces. The 13 August 2010 review was agreed by way of expert determination and the rent increased in accordance with the provisions of the lease to £556 473 p/a based on an office rate of £26.50 psf, £13 psf for the kitchen and £2 800 per car space. The 13 August 2013 review is currently under discussion. In undertaking our appraisal we have adopted a reversionary Market Rent based on £27.00 psf for the office space and increased the car parking rate to £3 000 per space as we expect the rent to increase at review effective 13 August 2013. The lease to JFSC Property Holdings No.1 Limited commenced on 1 May 2007 and equated to a rental of £24 psf for the office space and £2 500 per parking space for year 1 (£455 824 p/a) rising in year 2 to £25 psf for the office space and £2 500 per parking space (£473 150 p/a) and rising again in year 3 to £26 psf for the office space together with £2 500 per parking space (£490 476 p/a). The current rent reserved is £490 476 p/a wef 1 May 2010. The lease is subject to three-yearly, upward only rent reviews. The 1 May 2010 review was agreed at a nil increase based on £490 476 p/a. The 1 May 2013 review is currently under discussion. In undertaking our appraisal we have adopted a reversionary Market Rent based on £26.50 psf for the office space and increased the car parking rate to £3 000 per space as we expect the rent to increase at review effective 1 May 2010. The total current rent passing under all three respective leasehold interests summarised above as at the Date of Valuation is £1 644 041 and reflects the agreed 2010 rent reviews only. As previously reported the 2013 rent reviews remain outstanding. Market Rent is an internationally recognised definition and is defined as: The estimated amount for which a property would be leased on the valuation date between a willing lessor and a willing lessee on appropriate lease terms in an arm’s length transaction, after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion.

148 6.3 Investment considerations In arriving at our valuation we have had regard to the following characteristics of the Property: • Prime location • Lack of high value transaction in 2012 and Q1 2013 in the Jersey market • Confidence is measured • Sentiment attached to commercial property investment appears to be improving in the UK however we have yet to see that materialise in Jersey • Competition from other similar type investments currently available • Movement of headline rents and yields in he local market • Expectation of changes to the occupational and investment markets • Presence of break options in the respective leases • Lack of readily available debt finance at acceptable terms • Multi-tenanted properties spread the risk in terms of tenant default • Long FRI leases with upward only rent review provisions • Concern with covenant strength of the tenants (especially AIB) • Significant lot size will reduce local interest • Institutional type purchaser expected • Abolition of Article 115 and it potential impact on the local market • Offshore jurisdiction • AIB actively seeking sub lets or assignments on part of their space • Significant lot size will reduce local interest Jersey We have also considered the following transactions in arriving at our opinion of Market Value. 17 – 18 Esplanade Sold to Hotbed (consortium) for a yield of 5.8% net of purchaser’s costs in early 2008. The property extends to just under 30 000 sq.ft and is let to SG Hambros for a term of 42 years from 31 October 2003 with Breaks in 2024, 2031 and 2034. The commencing rental was £771 733 based on £25 psf. The current rent review is ongoing and remains outstanding as at the date of this report however we expect an increase to circa £26 – £26.50 psf. This asset was recently purchased by the Channel Island Property Fund for £11 700 000 on 19th July 2013 off market. This equates to a NIY of 6.5% in relation to the current rent passing based on a Share Transfer transaction. Block 3 The Forum The property was originally constructed in the mid 1980s and is a brick faced, five storey self-contained office block under a flat roof with a sheet steel covering. The property is set over basement, ground and four upper floors. The offices are a uniform shape and benefit from natural light from two facades. Directly beneath the property is secure basement parking for 11 cars. The property has full air conditioning, raised access flooring, suspended ceilings, recessed lighting and twin high speed passenger lifts. This is a multi-tenanted property with the ground, first and second floors currently vacant and the third and fourth floors let to two separate tenants. The third floor is let to BOS Trust Company (Jersey) Limited on a lease that was granted for a term of nine years from 1 September 2006. The lease will expire on 31 August 2015. The current passing rent is £94 236 per annum and this is due for an open market rent review on 1 September 2012. The fourth floor is let to Continental Financial Services Limited on a lease that was granted for a term of nine years from 30 April 2004. The lease is due to expire on 29 April 2013. The current passing rent is £80 500 per annum and there are no outstanding rent reviews. There is also a license granted to Jersey Airtel Limited to site a mobile telephone mast on the roof of the building. This was granted for a term of nine years from 30 April 2007 and this is due to expire on 29 April 2016. The current passing rent is £6 526 per annum. The property is a multi-tenanted office building with the ground, first and second floors currently vacant. Block 3 The Forum extends to 18 504 sq ft arranged over basement, ground and four upper floors. The current passing rental is £181 262 per annum. Offers were being sought in excess of £2 750 000. Was purchased for £2 400 000 on 22 March 2013.

149 Former Cosmopolitan Nightclub Site, 70 – 72 Esplanade This property occupies the western corner of the site and comprises two buildings that front onto the Esplanade and Kensington Place. The element fronting onto Kensington Place and the Esplanade is three storeys and the part fronting onto the Esplanade is two storeys. The buildings appear to be of traditional blockwork construction with cement rendered and painted facades under pitched slate roofs. There are a number of character features on the facades including a 17th Century granite detailed archway and granite detailed circular windows. We have been informed that the façade of the building is listed. This site also includes a building to the rear fronting Kensington Place and appears to be a two storey building of traditional block work construction with cement rendered and painted façade to the ground floor and a corrugated metal sheet clad façade to the first floor under a pitched roof to the Kensington Place elevation and a flat roof to the Patriotic Street elevation. Planning consent for a circa 57 500 sq/ft new build office scheme granted. Was purchased Share Transfer by Dandara for a consideration of circa £4 000 000 we understand in mid 2013. 13 – 15 Castle Street Completed in 2000 these five storey buildings provide approximately 43 460 square feet net of office accommodation fitted to “Cat A” standard by the developer. The building form part of a larger development under the same ownership. Typical office specification includes VRV air handling system, suspended ceilings with recessed lighting High speed 10 person lift(s), showers, kitchens and toilet facilities, raised access flooring, fire detection and alarms, flexible rectangular floor plates, dedicated basement parking with access and egress via Commercial Street whilst the rear courtyard can be approached during business hours via Charing Cross at one end and Castle Street at the other. No. 13 is let on a 25-year FRI lease from 2000 with a tenant break at year 18 based on £26 psf. No. 15 is let on co-terminus terms. Tenant under both leases is Standard Chartered Bank. This investment had been marketed at £17 625 000 for the freehold sale of the combined investment reflecting a NIY of 6.7% after an allowance of 4.25% for purchaser’s costs. The investment was purchased in March 2012 for a consideration of £15 100 000 reflecting a NIY of 7.72%. This is the largest office investment deal undertaken in Jersey since 2009 and one of the largest for several years. Bermuda House, Green Street This asset has just been brought to the market place with a NIY profile of 7.7% and was purchased on 29 June 2012 for £2 825 000 at this level. The property was originally let to Bank of Bermuda (Jersey) Limited (HSBC) on FRI terms from lease commencement date 22 September 1995 for a term of 24 years at a rental of £177 214 p/a. The lease provides for three-yearly, upward only rent reviews to the greater of the rent reserved or the annual rack rental market value. The usual Alienation and Alteration provisions apply. The property extends to just under 10 000 sq/ft in total and includes eight car spaces. The rent review provisions refer to the annual or aggregate rental at which the demised premises might reasonably be expected to be let. The usual disregards and assumptions apply. The effective date for the current review was 22 September 2007 and the previous rent passing was based on an office rate of £23.25 psf and a car parking rate of £2 250 per space for each of the 8 no. car spaces. The 2007 rent review was agreed with Buckley & Co and an office rate of £23.50 psf and a car parking rate of £2 475 per space. HSBC have recently revamped and re-occupied this property having left it vacant for sometime. The 2010 review has been documented at a nil increase. 11 – 15 Seaton Place We sold in December 2011 this investment to the rear of 40 Esplanade at a NIY of circa 7.5%. A pre-let was agreed on Aztec House at £27 psf for Seaton Place for a new 15-year FRI lease wef 6 March 2009 with 3-yearly upward only rent reviews, no Breaks options and 6 months rent free. The building extends to circa 24 000 sq/ft and was refurbished prior to lease commencement date. The 14 car parking spaces have been let at £2 500 each for open spaces. The first floor has just been sub let so it is only the ground floor that is being underwritten. This subletting was agreed in 2009 on a floor extending to circa 6,000 sq/ft within this building at a headline rental of £27 psf together with four parking spaces at £2 500 per space. 50 Colomberie The sale of this property represented the 1st significant commercial sale in Jersey in 2011. This Property is a high profile, newly constructed office development completed in 2010. The building is let under a single lease to Colomberie Services Limited (State Street) under FRI terms with 15 years unexpired (due 22 April 2025). Commencing rental is £781 044.98 and is subject to 2% per annum fixed uplifts. Offers were initially sought at £11 500 000 however the sale completed at around £10 000 000 in January 2011, reflecting a net initial yield of around 7.5% allowing for purchasers acquisition costs of 4.25%.

150 17 – 21 Seaton Place, St Helier New development that has just reached PC that extends to circa 100 000 sq/ft of BCO Cat A office space. Pre-let has been taken by a local law firm Ogier for a 24-year lease at circa £27 psf headline (rising to £28 at 1st review) for the buildings fronting Esplanade and circa £24 psf headline (rising to £25.50 at 1st review) for the buildings to the rear. Car parking agreed at £2 750 per space. The deal also includes 21 months rent free. The agreement also allows for break options on the anniversary of the 12th, 16th and 20th year of the term. The front part of the development facing the Esplanade extends to circa 70 000 sq/ft was on the market at circa £30 000 000 (Net Initial Yield of circa 6.8%) but has recently been taken back off the market as the owner intends to hold the asset. The rear part known as 17 – 21 Seaton Place was purchased by the CI Property Fund in early January 2011 for £11.1 million reflecting a yield of 6.85%. 37 Esplanade Dandara is formally marketing the freehold of this asset for sale at a NIT of 6.5% equating to circa £42 000 000 lot size. Terms agreed for the remainder of the building with leases due to be executed later this year. Landlord will top up on the rental for the elements with rent frees and also for those leases with fixed uplifts at review. We understand 4 – 5 parties have expressed an interest in the asset however no firm offers made to date. We don’t expect demand will be high for the asset given the lot size and the yield profile. Expectation that the NIY should be closer to 7% plus. Expectation that potential interest likely to stem from UK pension funds and larger institutional investors. We understand offers made in the circa 7% bracket however these were rejected with the owner holding out for 6.75% we understand. 44 Esplanade We understand the vendors have taken this building off the market as they have secured re-financing however unofficially it remains available for purchase at circa 6.5% NIY with a lot size of circa £32 000 000. Single let to Ogiers. Once again a big lot size for the local market. Kleinwort Benson House BNP Paribas continues to offer the freehold in Kleinwort Benson House in Jersey. The building is let in its entirety to Kleinwort Benson (Jersey) Services Limited until 13 July 2036, with a tenant-only break option on 13 July 2021 offering an unexpired term certain of approximately 9.4 years. The lease is drawn on full repairing and insuring terms, and is subject to fixed annual rental uplifts of 2.5% per annum. The current passing rent is £914 623 per annum. We are instructed to seek offers in excess of £10 500 000 (ten million five hundred thousand Pounds) exclusive of GST (if applicable). A purchase at this level reflects a net initial yield of 8.21% assuming purchaser’s costs of 6.1%. The property provides a total Net Internal Area of approximately 35 647 sq ft (3 312 sq m). No discernible interest to date from any party. 26 New Street and Dumaresq House We continue to market this investment. Dumaresq House being offered at 8.25% and 26 New Street being offered at a NIY of 8%. 1 Grenville Street No. 1 Grenville Street was owner occupied by HSBC Private Bank but is soon due to be vacated. The freehold interest of the property is being offered for sale by informal tender. The building provides a net area of circa 19 874 sq ft and was constructed in the early 1970s. The property was extensively refurbished in 2006. I understand that the vendor is issuing a guide price of £3.6 million this equates to circa 9% NIY. The vendor will provide a rental guarantee for 18 months which will be deducted from the consideration and thus the net amount would be in the region of £3 million. This equates to roughly £150 psf. Obviously this is a guide and there is no certainty that a sale at this level will be achieved. Very limited interest through the tender process. 22 Colomberie The original element of the subject property comprises a mid 1970s self contained, purpose built office building arranged over basement to 3rd floors and situated on a prominent corner site in an established office location. The original element of the property would appear to be of reinforced concrete frame construction with concrete floors throughout. The external elevations are finished in random granite, traditional pebble dashed panels and painted rendering under a combination of mansard and flat roofing with bitumen felt covering. The original building was extended in the early 1980s to provide an additional three storey office that links with the original building at the junction of La Colomberie and La Chasse. This extension fronts both La Colomberie and La Chasse and has full height rendered and painted external elevations under a flat roof with bitumen felt covering. Internally the building provides a reception area elevated from the street that is accessed at the junction of La Colomberie and

151 Greenville Street. The building provides for a combination of cellular and open plan floor space arranged over four floors. The three-storey extension links with the main building on the 1st and 2nd floors respectively and this element generally provides open plan office. There is a small basement area that provides storage facilities and a strong room. The main office areas in both elements of the property have solid floors with perimeter trunking, suspended ceilings, recessed Cat 2 fluorescent strip lighting and have the benefit of VRV air conditioning providing comfort cooling and heating throughout via a combination of a ducted system and ceiling mounted cassettes. Each floor has the benefit of male and female toilets, staff kitchen facilities and are all served by one no. 7 person Otis lift. Car parking is located in the central courtyard and can accommodate seven vehicles with access provided via La Chasse. The building is u-shaped being constructed around a central courtyard. Extends to 16 790 sq/ft NIA. The former tenant’s lease has just expired and we have been instructed to market the space with VP at a guide price of circa £2 000 000 based on a NIY of 8.75%. Dialogue House, Anley Street The property was newly developed in 1997 and provides a modern four storey high quality office building. The building benefits from a Grade A specification including air conditioning, raised floors, passenger lift, suspended ceilings, recessed lighting and four ground floor covered car parking spaces. A modern 4 storey office block, purpose built with concrete floors, rendered masonry walls, aluminium double glazed windows, air conditioning, raised floors, lift to all floors, suspended ceilings and VDU lighting and four car parking spaces. The property is let in its entirety to BNP Paribas for a term of 24 years from 23 January 1998 on F.R.I. terms. There are therefore circa in excess of 11 years unexpired. The current rent is based on £25.50 psf and £2 750 per car space. The January 2010 review has not been documented however is expected to be a nil increase. This building was sold in December 2010 for a consideration of £3 950 000, which breaks back to an NIY of 7.25%. Charter Place, Seaton Place Freehold office building located in Seaton Place, St Helier, Jersey. Net Internal Area of approximately 35 120 sq ft (3 262 sq m). Multi-let with tenants including Triton Administration (Jersey) Limited, Dominion Fiduciary Services Limited and MRI Services Limited trading as IFM Trust Limited. The total income from the property, including rental guarantees for the vacant ground floor is £977 909.50. Offers invited in the region of £10 800 000 (ten million eight hundred thousand Pounds) exclusive of GST (if applicable). A purchase at this level reflects a Net Initial Yield of circa 8.5% assuming purchaser’s costs of 6.5%. Currently under offer at circa £9 750 000 equating to a NIY of circa 9.9% based on a Share Transfer transaction. Expected to be completed in the coming weeks.

6.4 Valuation We are aware that the Property was purchased by the Client for a consideration of £27.1 million in mid 2007 reflecting a net initial yield of 5.9% (allowing for acquisition costs of 1.5% based on a Share Transfer transaction). We are of the opinion that upon the basis described above, the Market Value of the freehold interest in the Property, subject to the existing leasehold interests, as at the date of valuation, is in the region of: £23 400 000 (twenty three million four hundred thousand pounds sterling) We have valued the Property using the traditional income capitalisation approach adopting the hardcore/layer approach to the valuation to the existing and estimated cash flows (reflecting what we believe are the reversionary increase in the current leases subsequent to the settlement of the 2013 rent reviews). We have estimated the reversionary Market Rent for the Property will increase to an office rate based on circa £26.50 for the JFSC and Capita leasehold interests and circa £27 psf for the AIB leasehold interest together with an increase in the car parking under all three leases to £3 000 per space. We have also approached the valuation by applying an estimate of the All Risks Yield of 7% to the current income stream. The All Risks Yield will inherently reflect the risk and potential for growth associated with the Property as perceived in the marketplace. Both methods are equally appropriate to adopt in the local market. We have assumed purchaser’s acquisition costs of 1.5% assuming a transaction by Share Transfer. The Client has confirmed that the Property was purchased by way of Share Transfer and that any proposed sale of the Property would also be on the basis of Share Transfer.

152 In arriving at an appropriate yield to apply to the current and projected cash flows we have had regard to the recent office transactions in the Jersey office market, in addition to reviewing the Guernsey market, the appetite for investment properties at this projected level and the general trend in yield profiles in the Jersey, Guernsey and the UK in the last six to 12 months. The valuer’s opinion of Market Value was primarily derived using comparable recent letting and investment market transactions on arm’s length terms. Property values may change significantly over a relatively short period. Consequently our valuation may not be valid on a date other than the stated valuation date. Market Value is an internationally recognised basis and is defined as: The estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s length transaction after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion. The Market Value is our estimate of the price that would be agreed, with no adjustment made for the costs that would be incurred by the parties in any transaction, including any liability for GST or VAT, stamp duty or other taxes. It is also gross of any mortgage or similar financial encumbrance.

7. GENERAL CONDITIONS This report and valuation has been prepared on the basis that there has been full disclosure of all relevant information and facts which may affect the valuation. It has been prepared solely for inclusion in for inclusion in an approved prospectus and circular in connection with the Redefine International P.L.C. (“ Redefine”) internalisation of the management company and conversion to a REIT and will be taken account of by investors in making their investment decisions in connection with the fundraising and may not be suitable for any other purpose. The contents of this report and valuation may be used only for the specific purpose to which they refer. For the purpose of Prospectus Rule 5.5.3(2)R(f), we accept responsibility for the information within this report only and declare that we have taken all reasonable care to ensure that the information contained in this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This report may not be disclosed to any third party without our prior written consent, nor published in any document or circular, without our prior approval in writing as to the form and context in which it shall appear. In breach of this condition, no responsibility can be accepted to third parties for the comments or advice contained in this report. If it is intended to make a reference to this report in any published document, a draft of a suitable statement is included at Appendix 4. However, even if this is used without alteration, our prior approval to publication is still required so that we can approve the reference in context. In breach of this condition, no responsibility can be accepted to third parties for the comments or advice contained in this report.

Yours faithfully

Paul Harvey BSc MRICS Chris Daniels BSc MRICS Director Managing Director RICS Registered Valuer RICS Registered Valuer

For and on behalf of BNP Paribas Real Estate (Jersey) Limited

153 EXECUTIVE SUMMARY

ADDRESS 25 – 26 Esplanade, St Helier, Jersey DESCRIPTION The Property comprises an imposing, modern, self contained, multi-storey, purpose built office building that was completed in mid 2000 to BCO Cat A standard throughout with office accommodation generally arranged over five storeys, together with car parking provision in the basement. LOCATION The Property is located in a prime office location in the heart of Jersey’s evolving new professional and financial centre along the Esplanade area of St Helier. TENURE Freehold TENANCIES The Property is multi-tenanted with three separate leasehold interests. GROSS/NET INCOME Gross £1 640 441 per annum Net £1 640 441 per annum TENANT STATUS Suitable VALUATIONS Market value £23 400 000 SPECIAL ASSUMPTIONS None

154 Redefine International P.L.C. 14 Athol Street Douglas Isle of Man IM1 1JA United Kingdom

Peel Hunt LLP (“Peel Hunt”) Moor House 120 London Wall London EC2Y 5ET

Investec Bank plc (“Investec”) 2 Gresham Street London EC2V 7QP

For the attention of the Directors:

Dear Sirs,

Client: Redefine International P.L.C. (the “Company”) Property: Redefine International German Portfolio – 30 properties (the “Portfolio”) Valuation Date: 31 August 2013

1. TERMS OF REFERENCE 1.1 Our Appointment This Valuation Certificate is prepared in accordance with our appointment by Redefine International P.L.C. and the Valuation Procedures and Assumptions enclosed within our Engagement Letter dated 20 September 2013.

1.2 Purpose of Valuation We understand that the Report and Valuation is required for inclusion in an approved prospectus and circular (the “Document”) in connection with the Prospectus to be prepared in accordance with the UK Listing Authority in relation to the Company’s election for UK-REIT status, the acquisition of Redefine International Fund Managers Limited, the approval of waiver of Rule 9 of the Takeover Code and related proposals.

1.3 The Properties The Portfolio comprises 31 retail, office and mix-use buildings located in Germany. Four of the properties which are forming ca. half of the value of the portfolio are office buildings located in Berlin, Bergisch-Gladbach (Cologne), Dresden, Ludwigsburg (Stuttgart).

1.4 Compliance with Valuation Standards We confirm that the valuation has been prepared in accordance with the appropriate sections of the Professional Standards, latest edition of the RICS Rules (the “Red Book’’), in accordance with local market practice.

1.5 Status of Valuer and Conflicts of Interest These valuations have been prepared under the supervision of Klaus Schlicht, MRICS. We are required by RICS regulations to disclose the following: • Klaus Schlicht has supervised the valuation and coordination of the properties within the portfolio since February 2013. We agree that the authorised signatory on this valuation will be rotated every seven years. • Schlicht&Kollegen have had no other current or recent fee earning relationship with the Company apart from the valuation service.

155 We confirm that we do not consider that any conflict of interest arises with our duty to provide you with objective and independent valuations. We confirm that we do not have any material interest in the Company, its subsidiaries or any of the Properties. We further confirm that we have no material interest in the property and that we have undertaken this valuation in the capacity of External Valuers. We would draw your attention to our Terms and Conditions.

1.6 Fee Income from the Fund In the Group’s financial year to 31 December 2013, the proportion of total fees payable by the Company to the total fee income of the Group was less than 5%.

1.7 Inspections The properties located in Germany were each inspected internally and externally during September 2013 by our local valuers. The local valuers are satisfied that this provided a representative view of the properties. For the purpose of this valuation, we have made the assumption that there have been no material changes to any of the properties or their surroundings that could have a material effect on value since the most recent inspections.

1.8 Basis of Valuation Our opinion of the Market Value of the properties has been primarily derived using comparable recent market transactions on arm’s length terms. Following your instructions, we have undertaken our valuation on the following basis: a. Market Value We have set out the definitions of the above bases of valuation in Appendix B. Our valuations are subject to our standard Valuation Terms, Conditions and Assumptions, which are included in Appendix. Where appropriate you have confirmed that our Assumptions are correct so far as you are aware through your counter-signature of our Appointment Letter. In the event that any of our Assumptions prove to be incorrect then our valuations should be reviewed.

1.9 Market Value The value of the property has been assessed in accordance with the relevant parts of the current RICS Valuation Standards, shown in latest edition of the RICS Rules (“Red Book”) and according to local market practice. However, we have assessed Market Value in accordance with PS 3.2 Red Book 5th Edition. Under these provisions, the term “Market Value” means: “The estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion.”

1.10 Report Format In accordance with your requirements and our Appointment Letter, our Report takes the form of a certificate and schedule.

1.11 Assumptions An Assumption is stated in the Glossary to the Red Book to be a “supposition taken to be true” (“Assumption”). Assumptions are facts, conditions or situations affecting the subject of, or approach to, a valuation that, by agreement, need not be verified by a valuer as part of the valuation process. In undertaking our valuations, we have made a number of Assumptions and have taken account of certain sources of information. Where appropriate, you have confirmed that our Assumptions are correct so far as you are aware. In the event that any of these Assumptions prove to be incorrect, our valuations should be reviewed. The Assumptions we have made for the purposes of our valuations are referred to below: Title We have not had access to the title deeds of any of the properties. We have made an Assumption that the Fund is in possession of a good and marketable freehold title in each case with the exception of the property located in Frankfurt which has been valued on a leasehold basis. We have assumed that the properties are free from rights of

156 way or easements, restrictive covenants, disputes or onerous or unusual outgoings. We have also assumed that the properties are free from mortgages, charges or other encumbrances. Condition of structure and services, deleterious materials, plant and machinery and goodwill Due regard has been paid to the apparent state of repair and condition of each of the properties, but condition surveys have not been undertaken, nor have woodwork or other parts of the structures which are covered, unexposed or inaccessible, been inspected. Therefore, we are unable to report that the properties are structurally sound or free from any defects. We have made an Assumption that the properties are free from any rot, infestation, adverse toxic chemical treatments, and structural or design defects other than such as may have been mentioned in the body of our Valuation Report and the Appendices. We have not arranged for investigations to be made to determine whether high alumina cement concrete, calcium chloride additive or any other deleterious materials have been used in the construction or any alterations, and therefore we cannot confirm that the properties are free from risk in this regard. For the purposes of these valuations, we have made an Assumption that any such investigation would not reveal the presence of such materials in any adverse condition. No mining, geological or other investigations have been undertaken to certify that the sites are free from any defect as to foundations. We have made an Assumption that the load bearing qualities of the sites of the properties are sufficient to support the buildings constructed or to be constructed thereon. We have also made an Assumption that there are no abnormal ground conditions, nor archaeological remains present, which might adversely affect the present or future occupation, development or value of any of the properties. No tests have been carried out as to electrical, electronic, heating, plant and machinery, equipment or any other services nor have the drains been tested. However, we have made an Assumption that all services are functioning satisfactorily. No allowance has been made in these valuations for any items of plant or machinery not forming part of the service installations of the buildings. We have specifically excluded all items of plant, machinery and equipment installed wholly or primarily in connection with the occupants’ businesses. We have also excluded furniture and furnishings, fixtures, fittings, vehicles, stock and loose tools. Further, no account has been taken in our valuations of any goodwill that may arise from the present occupation of any of the properties. It is a condition of Schlicht&Kollegen and any related company, or any qualified employee, providing advice and opinions as to value, that the client and/or third parties (whether notified to us or not) accept that the Valuation Report in no way relates to, or gives warranties as to, the condition of the structure, foundations, soil and services. Environmental matters We have been instructed not to make any investigations in relation to the presence or potential presence of contamination in land or buildings, and to make an Assumption that if investigations were made to an appropriate extent then nothing would be discovered sufficient to affect value. We have not carried out any investigation into past uses, either of the properties or any adjacent land to establish whether there is any potential for contamination from such uses or sites, and have therefore made an Assumption that none exists. In practice, purchasers in the property market do require knowledge about contamination. A prudent purchaser of these properties may require appropriate investigations to be made to assess any risk before completing a transaction. Should it be established that contamination does exist, this might reduce the values now reported. We have no basis upon which to assess the reasonableness of this Assumption. If it were to prove invalid then the value would fall by an unspecified amount. Sustainable development is currently a highly publicized subject (pressure from public opinion, changing regulations and a greater general awareness of market players) which could have an effect on future values. In our valuations, we are unable to predict the future changes in perception by market players on this subject, nor the impact of any changes to public regulation. Areas You have provided us with the floor areas of the properties that are relevant to our valuation. As instructed, we have taken account of these areas and have not checked them on site. We have made an Assumption that the floor areas supplied to us have been calculated in accordance with local market practice.

157 Planning Information and Statutory Requirements We have not made enquiries as to the local planning information for the purpose of this analysis; we have assumed that the properties are not subject to any planning related issues that may have an effect on our analysis. Site We have not made enquiries as to the cadastral references and site area of the subject properties. Leasing We have read all the leases and related documents provided to us by you. We have made an Assumption that copies of all relevant documents have been sent to us and that they are complete and up to date. We have not undertaken investigations into the financial strength of the tenants. Unless we have become aware by general knowledge, or we have been specifically advised to the contrary we have made an Assumption that the tenants are financially in a position to meet their obligations. Unless otherwise advised we have also made an Assumption that there are no material arrears of rent or service charges, breaches of covenants, current or anticipated tenant disputes. However, our valuations reflect the type of tenants currently in occupation or responsible for meeting lease commitments, or likely to be in occupation, and the market’s general perception of their creditworthiness. We have also made an Assumption that wherever rent reviews or lease renewals are pending or impending, with anticipated reversionary increases, all notices have been served validly within the appropriate time limits. Portfolios and Letting No reduction or allowance has been made in analysis to reflect possible effect of flooding the market were the portfolio, or a substantial number of properties within it, to be placed on the market at the same time. Taxation and Costs We have not made any adjustments to reflect any liability to taxation that may arise on disposals, nor for any costs associated with disposals incurred by the owner. No allowance has been made to reflect any liability to repay any government or other grants, taxation allowance or lottery funding that may arise on disposals. We have made deductions to reflect purchaser’s acquisition costs, where appropriate for local market practice. 1.12 Information Received Property information including updated tenancy schedules and Capex information has been provided under separate cover by the local Redefine International asset managers to our local valuers. Where there have been new leases signed since our previous valuation update, we have been provided with these leases. We have been provided with all information requested and have relied upon this information for the purpose of this valuation update. 1.13 Information not provided We have made an Assumption that the information the Client and its professional advisers have supplied to us in respect of the properties is both full and correct. It follows that we have made an Assumption that details of all matters likely to affect value within your collective knowledge such as prospective lettings, rent reviews, outstanding requirements under legislation and planning decisions have been made available to us and that the information is up to date. 1.14 Our use of Information provided by the Client Our intervention consists of taking into consideration the relevant and useful documents or information for our valuation. We have not carried out a full examination or an audit of all documents provided.

2. VALUATION 2.1 Market Value We are of the opinion that the Market Value (5th Edition Red Book) of the freehold interest in the properties within the portfolio as at 31 August 2013 (the “Valuation Date”), subject to the Terms, Conditions, Assumptions and Comments in this Report and the Appendices is:

158 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 area €/m €/m €/m €/m €/m €/m €/m €/m €/m €/m €/m €/m €/m €/m €/m value lettable Indicative (%) Net initial market yield at at Gross Market multiplier at Gross Gross Current multiplier (%) (tax; costs agent, notary) Purchasers (€) value Market x 2,560,000 8.50 13.52 13.52x 6.50 6,310,000 2,353.00 8.50 13.46 13.46 6.24 1,821.00 xxx 460,000x 8.50 500,000x 7.08 6,910,000 8.50 10.47 8.00x 3,860,000 6.86 7.61x 12.22 6,570,000 8.00 754.00 8.90 14.07 7.00 10.44 3,150,000 8.46 5.92 13.15 12.22 584.00 1,678.00 3,340,000 8.50 13.15 6.72x 7.00 13.08 896.00 6.42 1,114.00 13.08 9.78 10.02 11,980,000 6.57 1,853.00 8.00 8.50 945.00 12.66 12.66 6.78 1,080.00 in a rural town Building Use, Mixed Center, Borough Food Tenant Anchor Office, Retail, Aldi Discounter Gambling building, Retail, Use Mix rural town Gym; Offices, Hall, HAGEBAU, DIY Market Modern rural town good southern Bavaria; south- to Rosenheim border western east of Munich rural town Building, Shop Food Tenant Anchor Office, and Cloths Discounter REWE TAKKO at Innercity Discounter, Food NETTO Building Building Standard DM Drugstore, with OBI Park Retail Modern x good smaller as Anchor, DIY Shop like e.g. nationwide retailer DÄNISCHES BETTENLAGER OBI DIY Market Modern use, Retail, Mixed Center, Borough Food Tenant Anchor Office, 1,380,000 DM + Drugstore PENNY Discounter x 8.50 11.18 12.05 11,490,000 6.90 8.50 1,302.00 13.05 13.05 6.67 1,100.00 Lindenhofcenter Lindenhofstraße 1-15 60 Str. Wesermünder 15 a Pettenkoferstr. 7 Allerheiligenstr. 6 Kreuzackerstr 11 Nordstern-Park Am Landabsatz 10 36-38 Merkurstraße No town Property Address2. Aldenhoven3. 3 Blumenstr. 52457 Aldenhoven, Aschaffenburg4. Building, Standard Shop, Beverage 50 63741 Aschaffenburg, Langestr. Building Standard Shop, Beverage Brandenburg5. 14776 Brandenburg type Property Bremen x6. Bremervörde 28237 Bremen-Gropelingen, 7. Standard Shop, and Beverage Pet 27432 Bremervorde, Bruckmühl 1,160,000 83052 Bruckmühl 8. Freehold Leasehold Bünde 7.009. Eilenburg 11.51 74 Str. Lübbecker 32257 Bünde, 35 Grenzstr. 04838 Eilenburg, Standard 10. Discounter, Lidl Food 14.11 Frankfurt use, Retail, Mixed Center, Borough 11. 5.66 Heilbronn 10 Battonnstr. 60311 Frankfurt, Herzogenrath 12. 1,185.00 52134 Herzogenrath 74081 Heilbronn-Sonth, 13. Hückelhoven14. 41836 Hückelhoven Kaiserslautern 67663 Kaiserslautern 1. Aachen 4 52078 Aachen, Heusstr. Center Reha Gym, Retail, Use, Mixed x 3,890,000 8.50 11.69 13.53 6.20 1,436.00

159 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 €/m area €/m €/m €/m €/m €/m €/m €/m €/m €/m €/m €/m €/m €/m €/m €/m value lettable Indicative (%) Net initial market yield at at Gross Market multiplier at Gross Gross Current multiplier (%) (tax; costs agent, notary) Purchasers (€) value Market xxx 520,000x 4,740,000 8.50 8.50x 6,980,000 14.44 11.72 7.00 970,000 7.76x 11.72 18.28 8.50 10.29x 6.78 840,000 17.04 613.00 8.64x 924.00 8.50 5.13 11.89x 360,000 3,570.00 9.15x 3,080,000 6.93 8.50 1,189.00 10.17 1,200,000 8.00x 11,400,000 8.13 8.20 8.00 12.50x 21,600,000 1,004.00 8.50 8.13 13.16 7.19 8.50 10.28 29,200,000 8.69 6.61 9.55 14.37 28,900,000 15.52 367.00 2,369.00 7.00 8.64 18.20 8.50 5.51 10.35 566.00 1,757.00 4.92 11.58 16.15 3,337.00 22.74 5.3 71,829.00 3.38 2,776.00 x 8,440,000 7.00 12.24 12.24 6.58 1,427.00 Building, rural town Building, and Retail Building, Use Mixed Food Tenant Anchor Residential, NORMA Discounter Office, Residential, Retail, Use Mixed small Landmark + Beverage Discounter KIK Food Building Standard Shop, Building Standard Shop, Pet Standard Discounter, Food PENNY rural town Building, x Building Standard rural town Building, rural town 1. Floor, Office Shop, 520,000 accident for state-owned Office inscurance, good location in Region 8.50 for state-owned Office Modern accident inscurance, Central District Mitte 8.67 for state-owned Office Modern accident inscurance, Central District for state-owned Office Modern 9.27accident inscurance, good back office Stuttgart location Region 8.53 612.00 Modern DIY Market OBI DIY Market Modern x 9,840,000 7.00 13.12 13.12 6.69 1,226.00 Office, REWE Anchor Tenant Anchor REWE Office, Wasserkrügerweg 127 Wasserkrügerweg platz 5-7 Tegernseer Kielerstr 385 1 B Marienstr Lappenbrink 53 Gladbach 51429 Bergisch 20 Kölnerstr. 17/18 Markgrafenstraße 6 Platz Wiener 71638 Ludwigsburg 79 in Martin-Luther-Str. Am Brunnfeld 6 Am Brunnfeld Gladbach Ludwigsburg No town Property Address16. Marne17. Mölln 30Westerstr. 25709 Marne, 18. München 23879 Mölln Standard KiK Cloths Discounter, 19. type Property Neumünster 81540 Munich 20. 24536 Neumunster Recklinghausen 45663 Recklinghausen 21. Sassenberg 48336 Sassenberg Freehold23. Leasehold Tarp24. 1 Ülzen 25. 17Wanderuperstr. Tarp, 24963 2 Ülzen 26. 1 Hauenriede 29525 Uelzen, rural town, KIK Cloths Discounter, VBG Bergisch- 27. 17 Hauenriede 29525 Uelzen, Standard Discounter, Lidl Food VBG Berlin + Pet use building, Beverage Mixed 10969 Berlin 28. VBG Dresden29. 01069 Dresden VBG 22. Schwandorf 92421 Schwandorf 15. Leipzig 123 04357 Leipzig Mockauerstr. use, Retail, Center mixed Borough

160 2 2 2 area €/m €/m €/m value lettable Indicative (%) Net initial market yield at at Gross Market multiplier at Gross Gross Current multiplier (%) (tax; costs agent, notary) Purchasers (€) value Market €202,420,000 x 320,000 8.50 8.46 7.54 9.38 317.00 x 9,950,000 7.00 14.04 14.04 6.15 1,844.00 Beverage Shop, Standard Building in Building Standard Shop, Beverage rural town Innercity Shopping Center at smaller Shopping Innercity close to Town Bavarian Southeast Store Food Tenants Anchor Austria, C&A EDEKA and Cloths Shop Gerhard-Hauptmannstr 2-6 Gerhard-Hauptmannstr Friedländerstr./Berliner Str. Friedländerstr./Berliner No town Property Address31. WindeckTOTAL 51570 Windeck type Property Freehold Leasehold 30. Waldkraiburg 84478 Waldkraiburg

161 Market values are reported net of purchaser’s costs as dictated by local market practice. The approximate rates are between 7 per cent – 8.5 per cent depending on transfer tax and are paid by the purchaser in addition to the net purchase price of a real estate asset: In addition we confirm that: • there has been no material change to the Valuation since the Valuation Date; and • we are not aware, as a result of our role as an independent valuer of the Portfolio, of any matter which is not disclosed in the Document or which has not been disclosed to the Company, Peel Hunt and Investec in writing and which is required to be brought to their attention. 2.2 General Conditions This report and valuation has been prepared on the basis that there has been full disclosure of all relevant information and facts which may affect the valuation. The contents of this Valuation Certificate and Appendices are confidential to the party to whom they are addressed for the specific purposes set out herein. Consequently, and in accordance with current practice, no responsibility is accepted to any other party in respect of the whole or any part of their contents. Before this Valuation Report, or any part thereof, is reproduced or referred to, in any document, circular or statement, and before its contents, or any part thereof, are disclosed orally or otherwise to a third party, the valuer’s written approval as to the form and context of such publication or disclosure must first be obtained. Such consent shall always be given where disclosure is required, pursuant to the Company’s regulatory or legal obligations. For the avoidance of doubt such approval is required whether or not Schlicht&Kollegen is referred to by name and whether or not the contents of our report are combined with others. In the case of dispute, any legal issues arising from this instruction should be referred to the local Courts for resolution.

Yours sincerely,

Klaus Schlicht MRICS Managing Director

For and on behalf of

Schlicht&Kollegen

162 Appendix A

DEFINITIONS OF THE BASES OF VALUATION

Market Value Market Value as defined in PS, 3.2 of the RICS Appraisal and Valuation Standards (“the Red Book”, 5th Edition) Under PS 3.2, the term “Market Value” means “The estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion.” Nonetheless we still have an economic crisis. So we can say with confidence that any property valuations reported at the present time contain “abnormal uncertainty” caused by “market instability”. RICS Guidance Note 5 (GN5) refers to such circumstances thus: “Unforeseen macroeconomic or political crises can have a sudden and dramatic effect on markets. This could manifest itself by either panic buying or selling, or simply disinclination to trade until it is clear how prices in the market will be affected in the longer term. If the valuation date coincides with the immediate aftermath of such an event, the data on which any valuation is based may be confused, incomplete or inconsistent, with an inevitable effect on the certainty that can be attached to it.” The RICS considers that, where uncertainty could have a material effect on the valuation, the Valuer should draw attention to this, indicating the cause of the uncertainty and the degree to which this is reflected in the reported valuation. Accordingly, please be advised that such circumstances exist and that we have advised you in the context above, and that in our opinion the value of the Property is fairly stated.

163 Appendix B

VALUATION TERMS, CONDITIONS AND ASSUMPTIONS

Valuation conditions and Assumptions These are the conditions and Assumptions upon which our valuations and reports are normally prepared and form an integral part of our appointment together with our related Appointment Letter and Valuation Terms of Business. Unless otherwise referred to in this Valuation Report these conditions and Assumptions apply to the valuation(s) that are the subject of this Valuation Report. We have made certain Assumptions in relation to facts, conditions or situations affecting the subject of, or approach to, our valuations that we have not verified as part of the valuation process but rather, as referred to in the Glossary to the RICS Valuation Standards (Red Book), have treated as “a supposition taken to be true”. In the event that any of these Assumptions prove to be incorrect then our valuation(s) will need to be reviewed. 1.1 Basis/Bases of Valuation The property(ies) has/have been valued on the basis/bases set out in Section 1.10 of this Valuation Report and defined in Appendix C. 1.2 Title We have not have access to the title deeds of the property. Unless specifically advised to the contrary by you or your legal adviser, we have made the Assumption that titles are good and marketable and are free from rights of way or easements, restrictive covenants, disputes or onerous or unusual outgoings. We have also made the Assumption that the property(ies) is/are free from mortgages, charges or other encumbrances. Where a Certificate of Title has been made available, we have reflected its contents in our valuation(s). Save as disclosed either in any such Certificate of Title or as referred to in our Valuation Report, we have made the Assumption that there is good and marketable title and that the property is free from rights of way or easements, restrictive covenants, disputes or onerous or unusual outgoings. We have also made the Assumption that the property(ies) is/are free from mortgages, charges or other encumbrances. Where a Valuation Report contains site plans these are based on extracts of the Ordnance Survey or other maps showing, for identification purposes only, our understanding of the extent of title based on site inspections or copy title plans supplied to us. If verification of the accuracy of these plans is required the matter must be referred by you to your solicitors. 1.3 Condition of structure and services, deleterious materials It is a condition of Schlicht&Kollegen or any related company, or any qualified employee, providing advice and opinions as to value, that the client and/or third parties (whether notified to us or not) accept that the Valuation Report in no way relates to, or gives warranties as to, the condition of the structure, foundations, soil and services. Our valuation(s) has/have taken account of the general condition of the property as observed from the valuation inspection. Where a separate condition or structural survey has been undertaken and made available to us, we have reflected the contents of the survey report in our valuation(s), and we may have discussed the report with the originating surveyor. Due regard has been paid to the apparent state of repair and condition of the property, but a condition survey has not been undertaken, nor has woodwork or other parts of the structure which are covered, unexposed or inaccessible, been inspected. Therefore, we are unable to report that the property is structurally sound or is free from any defects. We have made an Assumption that the property is free from any rot, infestation, adverse toxic chemical treatments, and structural or design defects other than such as may be mentioned in our Valuation Report. Unless access is readily available, we will not be able to gain access to the roof or roof voids and we shall thus make the Assumption that inspection of those parts will not reveal defects of which we are not aware, would have an adverse effect on the value or the saleability of the property. We have not arranged for investigations to be made to determine whether high alumina cement concrete, calcium chloride additive or any other deleterious material have been used in the construction or any alterations in respect of the property, and therefore we cannot confirm that the property is free from risk in this regard. For the purposes of our valuation(s), we have made an Assumption that any such investigation would not reveal the presence of such materials in any adverse condition.

164 We have not carried out an asbestos inspection and have not acted as an asbestos inspector in completing the valuation inspection of properties. We have not made an enquiry of the duty holder, of an existence of an Asbestos Register or of any plan for the management of asbestos to be made. Where relevant, we have made an Assumption that there is an Effective Management Plan in place, which does not require any immediate expenditure, or pose a significant risk to health, or breach any local health and safety regulations. We advise that such enquiries be undertaken by a lawyer. No mining, geological or other investigations have been undertaken to certify that the site is free from any defect as to foundations. We have made an Assumption that the load bearing qualities of the site of the property are sufficient to support the buildings constructed, or to be constructed thereon. We have also made an Assumption that there are no services on, or crossing the site in a position which would inhibit development or make it unduly expensive and that there are no abnormal ground conditions, nor archaeological remains present, which might adversely affect the present or future occupation, development or value of the property. No tests have been carried out as to electrical, electronic, heating, plant and machinery equipment or any other services nor have the drains been tested. However, we have made an Assumption that all services, including gas, water, electricity and sewerage are provided and are functioning satisfactorily. In the case of a new property, the construction of which has not been commenced or completed, or of a property built within the last 10 years, we shall make the Assumption that the construction will be/has been satisfactorily completed and that it is/will be subject to the 10-year construction guarantee (garantie décennale de la construction). 1.4 Plant and machinery No allowance has been made for any items of plant or machinery not forming part of the service installations of the building. We have specifically excluded all items of plant, machinery and equipment installed wholly or primarily in connection with any of the occupants’ businesses. We have also excluded furniture and furnishings, fixtures, fittings, vehicles, stock and loose tools. 1.5 Goodwill No account has been taken in our valuation(s) of any business goodwill that may arise from the present occupation of the property. 1.6 Floor areas and inspections Unless referred to otherwise in our Valuation Report, we have physically inspected the property and have either carried out a measured survey or have calculated floor areas from plans provided by the Applicant or their agents, supported by check measurements on site where necessary. Where we were not instructed to measure and calculate the floor areas, we have applied floor areas provided by the Applicant or their agents. We have made an Assumption that these areas have been measured and calculated in accordance with current market practice. 1.7 Environmental matters We have made the enquiries referred to in Section 2 of this Valuation Report regarding environmental matters including contamination and flooding, and we have had regard to any environmental reports referred to in Section 2 of this Valuation Report. However, we have not undertaken a formal environmental assessment. Where our enquiries have lead us to believe that the property is unaffected by contamination, flooding or other environmental problems, then, unless you have instructed us otherwise, our valuation is based on an Assumption that no contamination or other adverse environmental matters exist in relation to the property sufficient to affect value. 1.8 Statutory requirements and planning We have made verbal or written enquiries, or an inspection of the website, of the relevant planning authorities as referred to in Section 2 of this Valuation Report as to the possibility of highway proposals, comprehensive development schemes and other ancillary planning matters that could affect property values. We have also sought to ascertain whether any outstanding planning applications exist which may affect the property, and whether it is listed or included in a Conservation Area. We have also attempted to verify the existing permitted use of the property, and endeavoured to have sight of any copies of planning permissions. The results of these enquiries are in Section 2 of this Valuation Report.

165 Save as disclosed in a Certificate of Title or unless otherwise advised, and unless otherwise referred to in this Valuation Report we have made the Assumption that the building has been constructed in full compliance with valid town planning and building regulations approvals and that where necessary has the benefit of current Fire Risk Assessments compliant. Similarly, we have also made the Assumption that the property is not subject to any outstanding statutory notices as to its construction, use or occupation and that the existing use(s) of the property is/are duly authorised or established and that no adverse planning conditions or restrictions apply. We have made the Assumption that the property complies with all relevant statutory requirements. Please note the fact that employees of town planning departments now always give information on the basis that it should not be relied upon and that formal searches should be made if more certain information is required. We assume that, if you should need to rely upon the information given about town planning matters, your solicitors would be instructed to institute such formal searches. In instances where we have valued a property with the benefit of a recently granted planning consent or on the Special Assumption that planning consent is granted, we have made an assumption that it will not be challenged under Judicial Review. Such a challenge can be brought by anyone (even those with only a tenuous connection with the property, or the area in which it is located) within a period of three months of the granting of a planning consent. If a planning consent is subject to Judicial Review, we must be informed and asked to reconsider our opinion of value. Advice would be required from your lawyer and a town planner, to obtain their opinion of the potential outcomes of such a Judicial Review, which we will reflect in our reconsideration of value. 1.9 Leasing We have read all the leases and related documents provided to us, subject to the provisions of this paragraph. We have made an Assumption that copies of all relevant documents have been sent to us and that they are complete and up to date. We have not undertaken investigations into the financial strength of any tenant(s). Unless we have become aware by general knowledge, or we have been specifically advised to the contrary, we have made an Assumption that: 1. where a property is occupied under leases then the tenants are financially in a position to meet their obligations; and 2. there are no material arrears of rent or service charges, breaches of covenant, current or anticipated tenant disputes. However, our valuation(s) reflect the market’s general perception of the credit worthiness of the type of tenant(s) actually in occupation or responsible for meeting lease commitments, or likely to be in occupation. We have also made an Assumption that wherever rent reviews or lease renewals are pending or impending, with anticipated reversionary increases, all notices have been served validly within the appropriate time limits. 1.10 Legal issues Legal issues, and in particular the interpretation of matters relating to title and leases, may have a significant bearing on the value of an interest in property. No responsibility or liability will be accepted for the true interpretation of the legal position of our client or other parties. Where we express an opinion upon legal issues affecting the valuation, then such opinion should be subject to verification by the client with a suitable qualified lawyer. In these circumstances, we accept no responsibility or liability for the true interpretation of the legal position of the client or other parties in respect of the valuation of the property and our Valuation Report will include a statement to this effect. 1.11 Information We have made the Assumption that the information provided by you, the Applicant and your respective professional advisers in respect of the property we have valued is both full and correct. We have made the Assumption that details of all matters relevant to value within your and their collective knowledge, such as prospective lettings, rent reviews, outstanding requirements under legislation and planning decisions, have been made available to us, and that such information is up to date. 1.12 Estimated reinstatement cost assessment We have considered the extent and nature of the building and an estimated reinstatement cost assessment has been undertaken as part of our normal valuation exercise. We have not carried out a formal reinstatement cost assessment through our Building Consultancy Division. Our assessment should be treated as a guide only and should not be

166 relied upon. It should be used for comparative purposes only against the borrower’s proposed reinstatement cover. Should any discrepancies arise, a formal reinstatement cost assessment should be commissioned. The figures set out in our Valuation Report are our assessment of the cost of reconstructing the property at the date of valuation. They include an allowance for demolition, removal of debris, temporary shoring, statutory and professional fees which are likely to be incurred on reconstruction, but exclude any allowance for VAT. If you are unable to recover VAT, or can recover part only, you should advise your insurers and increase the Base Sum Insured appropriately. The figures make no allowance for loss of rent during the rebuilding period, nor for inflation, nor the cost of dealing with any contamination which may be present and have to be dealt with prior to reconstruction. The assessment does not provide advice in respect of terrorist damage cover and you should consult with your insurers in respect of this. We have assumed that the reinstated building and its use would be similar to that existing, and the replacement building would be to the original design, in modern materials, using modern techniques to modern standards. 1.13 Deduction of notional purchaser’s costs The Market Value which we have attributed to the property is the figure we consider would appear in a contract for sale, subject to the appropriate assumptions for this Basis of Value. Where appropriate, we have made an allowance in respect of stamp duty and purchaser’s costs. 1.14 Taxation No adjustment has been made to reflect any liability to taxation that may arise on disposal, nor for any costs associated with disposal incurred by the owner. Furthermore, no allowance has been made to reflect any liability to repay any government or other grants, taxation allowance or lottery funding that may arise on disposal. Our valuation figure for each property is that receivable by the willing seller excluding VAT, if applicable. 1.15 Properties in the course of development or requiring refurbishment Unless otherwise referred to in the Valuation Report, we have relied upon information relating to construction and associated costs in respect of both the work completed and the work necessary for completion, together with a completion date, as advised by the owner of the property or their professional advisers. Unless otherwise referred to in the Valuation Report, our valuation of the completed building has been based on an Assumption that all works of construction have been satisfactorily carried out in accordance with the building contract and specifications, current British Standards and any relevant codes of practice. We have also made an Assumption that a duty of care and all appropriate warranties will be available from the professional team and contractors, which will be assignable to third parties.

167 125 Old Broad Street London EC2N 1AR UK

Redefine International P.L.C. Email: [email protected] Telephone: +44 (0)20 3296 3000 (“ Redefine”) Direct Tel: +44 (0)20 3296 4474 Facsimile: +44 (0)20 3296 3100 Top Floor, 14 Athol Street Direct Fax: +44 (0)20 3296 3100 www.dtz.com Douglas Isle of Man Your Ref: IM1 1JA Our Ref:

Peel Hunt LLP (“Peel Hunt”) Moor House 120 London Wall London EC2Y 5ET

Investec Bank plc (“Investec”) 2 Gresham Street London EC2V 7QP

For the attention of the Directors

6 November 2013

Dear Sirs Client: Redefine International P.L.C. (the “Company”) Properties: Saturnusstraat 9, Den Haag Valuation: 31 August 2013 Purpose: Valuation for inclusion in prospectus for listing purposes as at 31 August 2013

We refer to the discussions between Andrew Rowell and Lottie Tollman for DTZ to provide a valuation of the property detailed below. We thank you for your valued instruction and are pleased to confirm the basis on which we propose to carry out the Services.

1. TERMS OF REFERENCE 1.1 Our Appointment This Valuation Certificate is prepared in accordance with our re-appointment by Redefine International P.L.C. and the Valuation Procedures and Assumptions enclosed within our Engagement Letter. 1.2 Purpose of Valuation We understand that the Report and Valuation is required for inclusion in an approved prospectus and circular (the “Document”) in connection with Redefine’s proposed conversion to a UK-REIT, the proposed acquisition of Redefine International Fund Managers Limited, approval of the waiver of Rule 9 of the Takeover Code and other related matters to be prepared in accordance with the UK Listing Authority. 1.3 The Subject Property The Property comprises an office building located in The Hague (Holland). The building has a total of approximately 14,300 sq m of mainly office space and is single tenanted.

168 We understand that the Company owns the freehold interests in the Property and that it is held as an investment. 1.4 Compliance with Valuation Standards We confirm that the valuations will be prepared in accordance with the appropriate sections of the Practice Statements (“PS”) contained within the RICS Valuation Standards, 8th Edition (the “Red Book”) and in accordance with local market practice. Further, the valuation has been prepared in accordance with Rule 5.6.5G of the Prospectus Rules published by the Financial Services Authority. 1.5 Status of valuer and conflicts of interest We confirm that we will undertake the valuation acting as an External Valuer qualified for the purpose of the valuation. Bryn Williams has supervised the valuation of the properties within the Portfolio since March 2013. Previously, Marc Guillaume supervised the valuation and coordination of the properties within the Portfolio from March 2012 – March 2013 and David Poole supervised the valuation and coordination of the properties from September 2008 – March 2012. We agree that the authorised signatory on this valuation will be rotated every seven years. We confirm that valuers from DTZ Tie Leung GmbH (Germany) have previously valued the properties located in Berlin, Dresden, Cologne, Stuttgart and Halle since 2008 on a bi-annual basis and provided additional valuations when instructed. We further confirm that valuers from DTZ Zadelhoff (Holland) have valued the property located in The Hague since 2008 on a bi-annual basis and provided additional valuations when instructed. These valuations were coordinated by DTZ principally for your internal finance and accounting purposes and publication in line with your reporting requirements. DTZ Debenham Tie Leung and DTZ Zadelhoff (Holland) have no other current or recent fee earning relationship with the Company apart from the valuation service. DTZ Zadelhoff Tie Leung GmbH (Germany) has had a potential fee earning relationship with RI in respect of the properties occupied by VGB. We confirm that we do not consider that any conflict of interest arises with our duty to provide you with an objective and independent valuation. We confirm that we do not have any material interest in the Company, its subsidiaries or any of the Properties. We further confirm that we have no material interest in the property and that we have undertaken this valuation in the capacity of External Valuers. We would draw your attention to our Terms and Conditions. 1.6 Fee Income from the Fund DTZ Debenham Tie Leung, DTZ Zadelhoff and Zadelhoff Tie Leung GmbH are subsidiaries and affiliates of DTZ UGL Services (the “Group”). In the Group’s financial year to 30 June 2013, the proportion of total fees payable by the Company to the total fee income of the Group was less than 5%. 1.7 Inspections In accordance with your instructions, the property is inspected on an annual basis. For the purpose of this valuation, we have made the assumption that there have been no material changes to the property or its surrounding that could have a material effect on value since the most recent inspection. 1.8 Bases of Valuation Our opinion of the Market Value of the property has been primarily derived using comparable recent market transactions on arm’s length terms. Following your instructions, we have undertaken our valuation on the following basis: b. Market Value We have set out the definitions of the above bases of valuation in Appendix B. Our valuations are subject to our standard Valuation Terms, Conditions and Assumptions, which are included in Appendix C. Where appropriate you have confirmed that our Assumptions are correct so far as you are aware through your counter-signature of our Appointment Letter. In the event that any of our Assumptions prove to be incorrect then our valuations should be reviewed. 1.9 Market Value The value of the property has been assessed in accordance with the relevant parts of the current RICS Valuation Standards, and according to local market practice. In particular, we have assessed Market Value in accordance with PS 3.2. Under these provisions, the term “Market Value” means:

169 “The estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion.” In undertaking our valuations on the basis of Market Value we have applied the conceptual framework which has been settled by the International Valuation Standards Committee and which is included in PS 3.2. The RICS considers that the application of the Market Value definition provides the same result as Open Market Value, a basis of value supported by previous editions of the Red Book. 1.10 Report Format In accordance with your requirements and our Appointment Letter, our Report takes the form of a certificate and schedule. 1.11 Assumptions An Assumption is stated in the Glossary to the Red Book to be a “supposition taken to be true” (“Assumption”). Assumptions are facts, conditions or situations affecting the subject of, or approach to, a valuation that, by agreement, need not be verified by a valuer as part of the valuation process. In undertaking our valuations, we have made a number of Assumptions and have relied on certain sources of information. Where appropriate, you have confirmed that our Assumptions are correct so far as you are aware. In the event that any of these Assumptions prove to be incorrect, our valuations should be reviewed. The Assumptions we have made for the purposes of our valuations are referred to below:

Title We have not had access to the title deeds of any of the properties. We have made an Assumption that the Fund is in possession of a good and marketable freehold title in each case with the exception of the property located in Frankfurt which has been valued on a leasehold basis. We have assumed that the properties are free from rights of way or easements, restrictive covenants, disputes or onerous or unusual outgoings. We have also assumed that the properties are free from mortgages, charges or other encumbrances. Condition of structure and services, deleterious materials, plant and machinery and goodwill Due regard has been paid to the apparent state of repair and condition of each of the properties, but condition surveys have not been undertaken, nor have woodwork or other parts of the structures which are covered, unexposed or inaccessible, been inspected. Therefore, we are unable to report that the properties are structurally sound or free from any defects. We have made an Assumption that the properties are free from any rot, infestation, adverse toxic chemical treatments, and structural or design defects other than such as may have been mentioned in the body of our Valuation Report and the Appendices. We have not arranged for investigations to be made to determine whether high alumina cement concrete, calcium chloride additive or any other deleterious materials have been used in the construction or any alterations, and therefore we cannot confirm that the properties are free from risk in this regard. For the purposes of these valuations, we have made an Assumption that any such investigation would not reveal the presence of such materials in any adverse condition. No mining, geological or other investigations have been undertaken to certify that the sites are free from any defect as to foundations. We have made an Assumption that the load bearing qualities of the sites of the properties are sufficient to support the buildings constructed or to be constructed thereon. We have also made an Assumption that there are no abnormal ground conditions, nor archaeological remains present, which might adversely affect the present or future occupation, development or value of any of the properties. No tests have been carried out as to electrical, electronic, heating, plant and machinery, equipment or any other services nor have the drains been tested. However, we have made an Assumption that all services are functioning satisfactorily. No allowance has been made in these valuations for any items of plant or machinery not forming part of the service installations of the buildings. We have specifically excluded all items of plant, machinery and equipment installed wholly or primarily in connection with the occupants’ businesses. We have also excluded furniture and furnishings, fixtures, fittings, vehicles, stock and loose tools. Further, no account has been taken in our valuations of any goodwill that may arise from the present occupation of any of the properties. It is a condition of DTZ and any related company, or any qualified employee, providing advice and opinions as to value, that the client and/or third parties (whether notified to us or not) accept that the Valuation Report in no way relates to, or gives warranties as to, the condition of the structure, foundations, soil and services.

170 Environmental matters We have been instructed not to make any investigations in relation to the presence or potential presence of contamination in land or buildings, and to make an Assumption that if investigations were made to an appropriate extent then nothing would be discovered sufficient to affect value. We have not carried out any investigation into past uses, either of the properties or any adjacent land to establish whether there is any potential for contamination from such uses or sites, and have therefore made an Assumption that none exists. In practice, purchasers in the property market do require knowledge about contamination. A prudent purchaser of these properties may require appropriate investigations to be made to assess any risk before completing a transaction. Should it be established that contamination does exist, this might reduce the values now reported. We have no basis upon which to assess the reasonableness of this Assumption. If it were to prove invalid then the value would fall by an unspecified amount. Sustainable development is currently a highly publicised subject (pressure from public opinion, changing regulations and a greater general awareness of market players) which could have an effect on future values. In our valuations, we are unable to predict the future changes in perception by market players on this subject, nor the impact of any changes to public regulation. Areas You have provided us with the floor areas of the properties that are relevant to our valuation. As instructed, we have relied on these areas and have not checked them on site. We have made an Assumption that the floor areas supplied to us have been calculated in accordance with local market practice. Planning Information and Statutory Requirements We have not made enquiries as to the local planning information for the purpose of this analysis; we have assumed that the properties are not subject to any planning related issues that may have an effect on our analysis. We would draw your attention to Appendix C. Site We have not made enquiries as to the cadastral references and site area of the subject properties. Leasing We have read all the leases and related documents provided to us by you. We have made an Assumption that copies of all relevant documents have been sent to us and that they are complete and up to date. We have not undertaken investigations into the financial strength of the tenants. Unless we have become aware by general knowledge, or we have been specifically advised to the contrary we have made an Assumption that the tenants are financially in a position to meet their obligations. Unless otherwise advised we have also made an Assumption that there are no material arrears of rent or service charges, breaches of covenants, current or anticipated tenant disputes. However, our valuations reflect the type of tenants currently in occupation or responsible for meeting lease commitments, or likely to be in occupation, and the market’s general perception of their creditworthiness. We have also made an Assumption that wherever rent reviews or lease renewals are pending or impending, with anticipated reversionary increases, all notices have been served validly within the appropriate time limits. Portfolios and Lotting No reduction or allowance has been made in analysis to reflect possible effect of flooding the market were the portfolio, or a substantial number of properties within it, to be placed on the market at the same time. Taxation and Costs We have not made any adjustments to reflect any liability to taxation that may arise on disposals, nor for any costs associated with disposals incurred by the owner. No allowance has been made to reflect any liability to repay any government or other grants, taxation allowance or lottery funding that may arise on disposals. We have made deductions to reflect purchaser’s acquisition costs, where appropriate for local market practice. 1.12 Information received Property information including updated tenancy schedules and Capex information has been provided under separate cover by the local Redefine International asset managers to the local DTZ valuers. Where there have been new leases signed since our previous valuation update, we have been provided with these leases.

171 We have been provided with all information requested and have relied upon this information for the purpose of this valuation update. Information not provided We have made an Assumption that the information the Client and its professional advisers have supplied to us in respect of the properties is both full and correct. It follows that we have made an Assumption that details of all matters likely to affect value within your collective knowledge such as prospective lettings, rent reviews, outstanding requirements under legislation and planning decisions have been made available to us and that the information is up to date. Our use of Information provided by the client Our intervention consists of taking into consideration the relevant and useful documents or information for our valuation. We have not carried out a full examination or an audit of all documents provided.

2. VALUATION 2.1 Market Value We are of the opinion that the Market Value of the freehold interest in the property as at 31 August 2013 (the “Valuation Date”), subject to the Terms, Conditions, Assumptions and Comments in this Report and the Appendices is: Market Value Asset number Country Address € exc. “Haagse Veste 1” – Satumusstraat 9, 6 Holland 2516 AD, The Hague €14 500 000 Total €14 500 000

Market values are reported net of purchaser’s costs as dictated by local market practice. An approximate rate of 6.11% is paid by the purchaser in addition to the net purchase price of a real estate asset. In addition we confirm that: • there has been no material change to the Valuation since the Valuation Date; and • we are not aware, as a result of our role as an independent valuer, of any matter which is not disclosed in the Document or which has not been disclosed to the Company, Peel Hunt and Investec in writing and which is required to be brought to their attention. 2.2 General Conditions This report and valuation has been prepared on the basis that there has been full disclosure of all relevant information and facts which may affect the valuation. The contents of this Valuation Certificate and Appendices are confidential to the party to whom they are addressed for the specific purposes set out herein. Before this Valuation Report, or any part thereof, is reproduced or referred to, in any document, circular or statement, and before its contents, or any part thereof, are disclosed orally or otherwise to a third party, other than for the specific purposes set out herein the valuer’s written approval as to the form and context of such publication or disclosure must first be obtained. Such consent shall always be given where disclosure is required, pursuant to the Company’s regulatory or legal obligations. For the avoidance of doubt such approval is required whether or not DTZ is referred to by name and whether or not the contents of our report are combined with others. In the case of dispute, any legal issues arising from this instruction should be referred to the local Courts for resolution. For the avoidance of doubt, we hereby consent to the publication of the valuation certificate in the Company’s preliminary report for the purpose of complying with Prospectus Rule 5.5.3R(2)(f). We accept that the Company’s preliminary report will include references to this valuation report in the form and context in which it appears. For the purpose of Prospectus Rule 5.5.3R(2)(f), we accept responsibility regarding the Valuation Report and declare that we have taken all reasonable care to ensure that the information contained in the Valuation Report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the Document in compliance with Annex 1 item 1.2 of the Prospectus Directive Regulation.

172 Yours faithfully Bryn Williams MRICS RICS Registered Valuer International Director For and on behalf of DTZ Debenham Tie Leung Limited

173 APPENDIX B – VALUATION TERMS, CONDITIONS AND ASSUMPTIONS

3. VALUATION CONDITIONS AND ASSUMPTIONS These are the conditions and Assumptions upon which our valuations and reports are normally prepared and form an integral part of our appointment together with our related Appointment Letter and Valuation Terms of Business. Unless otherwise referred to in this Valuation Report these conditions and Assumptions apply to the valuation(s) that are the subject of this Valuation Report. We have made certain Assumptions in relation to facts, conditions or situations affecting the subject of, or approach to, our valuations that we have not verified as part of the valuation process but rather, as referred to in the Glossary to the RICS Valuation Standards (Red Book), have treated as “a supposition taken to be true”. In the event that any of these Assumptions prove to be incorrect then our valuation(s) will need to be reviewed. 3.1 Basis/Bases of Valuation The property(ies) has/have been valued on the basis/bases set out in Section 1.10 of this Valuation Report and defined in Appendix C. 3.2 Title We have not have access to the title deeds of the property. Unless specifically advised to the contrary by you or your legal adviser, we have made the Assumption that titles are good and marketable and are free from rights of way or easements, restrictive covenants, disputes or onerous or unusual outgoings. We have also made the Assumption that the property(ies) is/are free from mortgages, charges or other encumbrances. Where a Certificate of Title has been made available, we have reflected its contents in our valuation(s). Save as disclosed either in any such Certificate of Title or as referred to in our Valuation Report, we have made the Assumption that there is good and marketable title and that the property is free from rights of way or easements, restrictive covenants, disputes or onerous or unusual outgoings. We have also made the Assumption that the property(ies) is/are free from mortgages, charges or other encumbrances. Where a Valuation Report contains site plans these are based on extracts of the Ordnance Survey or other maps showing, for identification purposes only, our understanding of the extent of title based on site inspections or copy title plans supplied to us. If verification of the accuracy of these plans is required the matter must be referred by you to your solicitors. 3.3 Condition of structure and services, deleterious materials It is a condition of DTZ or any related company, or any qualified employee, providing advice and opinions as to value, that the client and/or third parties (whether notified to us or not) accept that the Valuation Report in no way relates to, or gives warranties as to, the condition of the structure, foundations, soil and services. Our valuation(s) has/have taken account of the general condition of the property as observed from the valuation inspection. Where a separate condition or structural survey has been undertaken and made available to us, we have reflected the contents of the survey report in our valuation(s), and we may have discussed the report with the originating surveyor. Due regard has been paid to the apparent state of repair and condition of the property, but a condition survey has not been undertaken, nor has woodwork or other parts of the structure which are covered, unexposed or inaccessible, been inspected. Therefore, we are unable to report that the property is structurally sound or is free from any defects. We have made an Assumption that the property is free from any rot, infestation, adverse toxic chemical treatments, and structural or design defects other than such as may be mentioned in our Valuation Report. Unless access is readily available, we will not be able to gain access to the roof or roof voids and we shall thus make the Assumption that inspection of those parts will not reveal defects of which we are not aware, would have an adverse effect on the value or the saleability of the property. We have not arranged for investigations to be made to determine whether high alumina cement concrete, calcium chloride additive or any other deleterious material have been used in the construction or any alterations in respect of the property, and therefore we cannot confirm that the property is free from risk in this regard. For the purposes of our valuation(s), we have made an Assumption that any such investigation would not reveal the presence of such materials in any adverse condition.

174 We have not carried out an asbestos inspection and have not acted as an asbestos inspector in completing the valuation inspection of properties. We have not made an enquiry of the duty holder, of an existence of an Asbestos Register or of any plan for the management of asbestos to be made. Where relevant, we have made an Assumption that there is an Effective Management Plan in place, which does not require any immediate expenditure, or pose a significant risk to health, or breach any local health and safety regulations. We advise that such enquiries be undertaken by a lawyer. No mining, geological or other investigations have been undertaken to certify that the site is free from any defect as to foundations. We have made an Assumption that the load bearing qualities of the site of the property are sufficient to support the buildings constructed, or to be constructed thereon. We have also made an Assumption that there are no services on, or crossing the site in a position which would inhibit development or make it unduly expensive and that there are no abnormal ground conditions, nor archaeological remains present, which might adversely affect the present or future occupation, development or value of the property. No tests have been carried out as to electrical, electronic, heating, plant and machinery equipment or any other services nor have the drains been tested. However, we have made an Assumption that all services, including gas, water, electricity and sewerage are provided and are functioning satisfactorily. In the case of a new property, the construction of which has not been commenced or completed, or of a property built within the last ten years, we shall make the Assumption that the construction will be/has been satisfactorily completed and that it is/will be subject to the 10-year construction guarantee (garantie décennale de la construction). 3.4 Plant and Machinery No allowance has been made for any items of plant or machinery not forming part of the service installations of the building. We have specifically excluded all items of plant, machinery and equipment installed wholly or primarily in connection with any of the occupants’ businesses. We have also excluded furniture and furnishings, fixtures, fittings, vehicles, stock and loose tools. 3.5 Goodwill No account has been taken in our valuation(s) of any business goodwill that may arise from the present occupation of the property. 3.6 Floor areas and inspections Unless referred to otherwise in our Valuation Report, we have physically inspected the property and have either carried out a measured survey or have calculated floor areas from plans provided by the Applicant or their agents, supported by check measurements on site where necessary. Where we were not instructed to measure and calculate the floor areas, we have applied floor areas provided by the Applicant or their agents. We have made an Assumption that these areas have been measured and calculated in accordance with current market practice. 3.7 Environmental matters We have made the enquiries referred to in Section 2 of this Valuation Report regarding environmental matters including contamination and flooding, and we have had regard to any environmental reports referred to in Section 2 of this Valuation Report. However, we have not undertaken a formal environmental assessment. Where our enquiries have lead us to believe that the property is unaffected by contamination, flooding or other environmental problems, then, unless you have instructed us otherwise, our valuation is based on an Assumption that no contamination or other adverse environmental matters exist in relation to the property sufficient to affect value. 3.8 Statutory requirements and planning We have made verbal or written enquiries, or an inspection of the website, of the relevant planning authorities as referred to in Section 2 of this Valuation Report as to the possibility of highway proposals, comprehensive development schemes and other ancillary planning matters that could affect property values. We have also sought to ascertain whether any outstanding planning applications exist which may affect the property, and whether it is listed or included in a Conservation Area. We have also attempted to verify the existing permitted use of the property, and endeavoured to have sight of any copies of planning permissions. The results of these enquiries are in Section 2 of this Valuation Report. Save as disclosed in a Certificate of Title or unless otherwise advised, and unless otherwise referred to in this Valuation Report we have made the Assumption that the building has been constructed in full compliance with

175 valid town planning and building regulations approvals and that where necessary has the benefit of current Fire Risk Assessments compliant. Similarly, we have also made the Assumption that the property is not subject to any outstanding statutory notices as to its construction, use or occupation and that the existing use(s) of the property is/are duly authorised or established and that no adverse planning conditions or restrictions apply. We have made the Assumption that the property complies with all relevant statutory requirements. Please note the fact that employees of town planning departments now always give information on the basis that it should not be relied upon and that formal searches should be made if more certain information is required. We assume that, if you should need to rely upon the information given about town planning matters, your solicitors would be instructed to institute such formal searches. In instances where we have valued a property with the benefit of a recently granted planning consent or on the Special Assumption that planning consent is granted, we have made an assumption that it will not be challenged under Judicial Review. Such a challenge can be brought by anyone (even those with only a tenuous connection with the property, or the area in which it is located) within a period of three months of the granting of a planning consent. If a planning consent is subject to Judicial Review, we must be informed and asked to reconsider our opinion of value. Advice would be required from your lawyer and a town planner, to obtain their opinion of the potential outcomes of such a Judicial Review, which we will reflect in our reconsideration of value. 3.9 Leasing We have read all the leases and related documents provided to us, subject to the provisions of this paragraph. We have made an Assumption that copies of all relevant documents have been sent to us and that they are complete and up to date. We have not undertaken investigations into the financial strength of any tenant(s). Unless we have become aware by general knowledge, or we have been specifically advised to the contrary, we have made an Assumption that: • where a property is occupied under leases then the tenants are financially in a position to meet their obligations; and • there are no material arrears of rent or service charges, breaches of covenant, current or anticipated tenant disputes. However, our valuation(s) reflect the market’s general perception of the credit worthiness of the type of tenant(s) actually in occupation or responsible for meeting lease commitments, or likely to be in occupation. We have also made an Assumption that wherever rent reviews or lease renewals are pending or impending, with anticipated reversionary increases, all notices have been served validly within the appropriate time limits. 3.10 Legal issues Legal issues, and in particular the interpretation of matters relating to title and leases, may have a significant bearing on the value of an interest in property. No responsibility or liability will be accepted for the true interpretation of the legal position of our client or other parties. Where we express an opinion upon legal issues affecting the valuation, then such opinion should be subject to verification by the client with a suitable qualified lawyer. In these circumstances, we accept no responsibility or liability for the true interpretation of the legal position of the client or other parties in respect of the valuation of the property and our Valuation Report will include a statement to this effect. 3.11 Information We have made the Assumption that the information provided by you, the Applicant and your respective professional advisers in respect of the property we have valued is both full and correct. We have made the Assumption that details of all matters relevant to value within your and their collective knowledge, such as prospective lettings, rent reviews, outstanding requirements under legislation and planning decisions, have been made available to us, and that such information is up to date. 3.12 Estimated reinstatement cost assessment We have considered the extent and nature of the building and an estimated reinstatement cost assessment has been undertaken as part of our normal valuation exercise. We have not carried out a formal reinstatement cost assessment through our Building Consultancy Division. Our assessment should be treated as a guide only and should not be relied upon. It should be used for comparative purposes only against the borrower’s proposed reinstatement cover. Should any discrepancies arise, a formal reinstatement cost assessment should be commissioned.

176 The figures set out in our Valuation Report are our assessment of the cost of reconstructing the property at the date of valuation. They include an allowance for demolition, removal of debris, temporary shoring, statutory and professional fees which are likely to be incurred on reconstruction, but exclude any allowance for VAT. If you are unable to recover VAT, or can recover part only, you should advise your insurers and increase the Base Sum Insured appropriately. The figures make no allowance for loss of rent during the rebuilding period, nor for inflation, nor the cost of dealing with any contamination which may be present and have to be dealt with prior to reconstruction. The assessment does not provide advice in respect of terrorist damage cover and you should consult with your insurers in respect of this. We have assumed that the reinstated building and its use would be similar to that existing, and the replacement building would be to the original design, in modern materials, using modern techniques to modern standards. 3.13 Deduction of notional purchaser’s costs The Market Value which we have attributed to the property is the figure we consider would appear in a contract for sale, subject to the appropriate assumptions for this Basis of Value. Where appropriate, we have made an allowance in respect of stamp duty and purchaser’s costs as defined by AFREXIM. 3.14 Taxation No adjustment has been made to reflect any liability to taxation that may arise on disposal, nor for any costs associated with disposal incurred by the owner. Furthermore, no allowance has been made to reflect any liability to repay any government or other grants, taxation allowance or lottery funding that may arise on disposal. Our valuation figure for each property is that receivable by the willing seller excluding VAT, if applicable. 3.15 Properties in the course of development or requiring refurbishment Unless otherwise referred to in the Valuation Report, we have relied upon information relating to construction and associated costs in respect of both the work completed and the work necessary for completion, together with a completion date, as advised by the owner of the property or their professional advisers. Unless otherwise referred to in the Valuation Report, our valuation of the completed building has been based on an Assumption that all works of construction have been satisfactorily carried out in accordance with the building contract and specifications, current British Standards and any relevant codes of practice. We have also made an Assumption that a duty of care and all appropriate warranties will be available from the professional team and contractors, which will be assignable to third parties. Valuation computer print-outs Where we have provided copies of computer print outs produced by Argus Valuation – Capitalisation or other valuation tools, you should note the following in order to understand the valuations: 3.16 Valuation summary print out Gross rent The current gross rent represents the total income receivable from the property at the date of valuation. In the case where a rent review is outstanding at the date of valuation and a reversionary increase in anticipated, the gross rent includes the reversionary increase as if it were payable at the date of valuation, unless otherwise stated in the contents of the Report. Similarly, if a lease has expired but for the purpose of the valuation it is assumed that the tenant will renew the lease at current rental value, the gross rent includes the rental value of that particular lease. Net rent The current net rent represents the current gross rent less any or all of the following: (a) Ground rent; (b) Irrecoverable revenue outgoings; (c) Loss of income due to a permanent void allowance. Running yields The running yield at any given point in time represents the return generated by the net rent as a percentage of the gross value before deduction of purchaser’s costs. Where we have made capital deductions or additions to reflect matters such as the cost of works or letting fees, or premium receipts, yields are calculated against a sum equal to the net value plus purchaser’s costs and any such capital deductions or minus any such capital receipts.

177 Rounding The initial, running and equivalent yields are calculated against capital values prior to rounding. The variation in yields calculated before rounding compared with those calculated after rounding is not material. Tenancy details print out Gross income The actual contracted gross income received at the date of valuation is shown on the tenancy schedule. This sum ignores potential increases further to outstanding reviews and lease renewals. Rounded rent The rounded rent for each tenancy is reflected in the valuation calculation.

178 APPENDIX C – DEFINITIONS OF THE BASES OF VALUATION

4. MARKET VALUE Market Value as defined in Practice Statement 3.2 of the RICS Appraisal and Valuation Standards (“the Red Book”) and applying the conceptual framework which has been settled by the International Valuation Standards Committee (IVSC). Under PS 3.2, the term “Market Value” means “The estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion.” The conceptual framework settled by the IVSC is included in PS 3.2 and is reproduced below: “3.2 The term property is used because the focus of these Standards is the valuation of property. Because these Standards encompass financial reporting, the term Asset may be substituted for general application of the definition. Each element of the definition has its own conceptual framework. 3.2.1 “The estimated amount...” Refers to a price expressed in terms of money (normally in the local currency) payable for the property in an arm’s length market transaction. Market Value is measured as the most probable price reasonably obtainable in the market at the date of valuation in keeping with the Market Value definition. It is the best price reasonably obtainable by the seller and the most advantageous price reasonably obtainable by the buyer. This estimate specifically excludes an estimated price inflated or deflated by special terms or circumstances such as atypical financing, sale and leaseback arrangements, special considerations or concessions granted by anyone associated with the sale, or any element of Special Value. 3.2.2 “... a property should exchange...” Refers to the fact that the value of an asset is an estimated amount rather than a predetermined or actual sale price. It is the price at which the market expects a transaction that meets all other elements of the Market Value definition should be completed on the date of valuation. 3.2.3 “... on the date of valuation...” Requires that the estimated Market Value is time-specific as of a given date. As markets and market conditions may change, the estimated value may be incorrect or inappropriate at another time. The valuation amount will reflect the actual market state and circumstances as of the effective valuation date, not as of either a past or future date. The definition also assumes simultaneous exchange and completion of the contract for sale without any variation in price that might otherwise be made. 3.2.4 “... between a willing buyer...” Refers to one who is motivated, but not compelled to buy. This buyer is neither over-eager nor determined to buy at any price. This buyer is also one who purchases in accordance with the realities of the current market and with current market expectations, rather than on an imaginary or hypothetical market which cannot be demonstrated or anticipated to exist. The assumed buyer would not pay a higher price than the market requires. The present property owner is included among those who constitute “the market”. A valuer must not make unrealistic assumptions about market conditions or assume a level of Market Value above that which is reasonably obtainable. 3.2.5 “... a willing seller...” Is neither an over-eager nor a forced seller prepared to sell at any price, nor one prepared to hold out for a price not considered reasonable in the current market. The willing seller is motivated to sell the property at market terms for the best price attainable in the (open) market after proper marketing, whatever that price may be. The factual circumstances of the actual property owner are not a part of this consideration because the “willing seller” is a hypothetical owner. 3.2.6 “... in an arm’s length transaction...” Is one between parties who do not have a particular or special relationship (for example, parent and subsidiary companies or landlord and tenant) which may make the price level uncharacteristic of the market or inflated because of an element of Special Value, (defined in IVSC Standard 2, para. 3.11). The Market Value transaction is presumed to be between unrelated parties each acting independently. 3.2.7 “... after proper marketing...” Means that the property would be exposed to the market in the most appropriate manner to effect its disposal at the best price reasonably obtainable in accordance with the Market Value definition. The length of exposure time may vary with market conditions, but must be sufficient to allow the property to be brought to the attention of an adequate number of potential purchasers. The exposure period occurs prior to the valuation date.

179 3.2.8 “... wherein the parties had each acted knowledgeably, prudently...” Presumes that both the willing buyer and the willing seller are reasonably informed about the nature and characteristics of the property, its actual and potential uses and the state of the market as of the date of valuation. Each is further presumed to act for self-interest with that knowledge and prudently to seek the best price for their respective positions in the transaction. Prudence is assessed by referring to the state of the market at the date of valuation, not with benefit of hindsight at some later date. It is not necessarily imprudent for a seller to sell property in a market with falling prices at a price which is lower than previous market levels. In such cases, as is true for other purchase and sale situations in markets with changing prices, the prudent buyer or seller will act in accordance with the best market information available at the time. 3.2.9 “... and without compulsion” Establishes that each party is motivated to undertake the transaction, but neither is forced or unduly coerced to complete it. 3.3 Market Value is understood as the value of a property estimated without regard to costs of sale or purchase and without offset of any associated taxes.”

180 PART XI

UK-REIT STATUS

1. THE REIT REGIME 1.1 Qualification as a REIT The UK-REIT regime introduced by the Finance Act 2006 and subsequently re-written in the CTA 2010 was introduced to encourage greater investment in the UK property market and followed similar legislation in other countries such as the Netherlands, in addition to more long-established regimes in the United States and Australia. In this Part, “Group” means a body corporate and all of its “75 per cent subsidiaries” and any of their 75 per cent subsidiaries and so on, provided that the principal company in the Group is beneficially entitled to more than 50 per cent of the subsidiary’s profits which are available for distribution to equity holders of the subsidiary, and more than 50 per cent of any assets of the subsidiary available for distribution to its equity holders on a winding up (but excluding insurance companies as defined in section 431(2) of the ICTA or open ended investment companies as defined in section 236 of the FSMA and, in each case, their subsidiaries). A body corporate is a “75 per cent subsidiary” of another if the other is the beneficial owner (directly or indirectly) of at least 75 per cent of its ordinary share capital. Investing in property through a corporate investment vehicle (such as the Company) has the disadvantage that, in comparison to a direct investment in property assets, some categories of shareholder effectively suffer tax twice on the same income: first, indirectly, when members of the Group pay UK direct tax on their profits, and secondly, directly (subject to any available exemption or with the benefit of a tax credit) when the shareholder receives a dividend. Non-tax paying entities, such as UK pension funds, suffer tax indirectly when investing through a closed-ended corporate vehicle, such as the Company, that is not a UK-REIT which they would not suffer if they were to invest directly in the property assets. As a UK-REIT, UK resident Group members and non UK resident Group members with a UK qualifying property rental business would no longer pay UK direct taxes on their income and capital gains from their qualifying property rental business (the “Property Rental Business”), provided that certain conditions are satisfied. Gains arising in UK resident companies on the disposal of shares in property owning companies would, however, be subject to UK corporation tax. In addition, overseas corporate income tax is still payable in the normal way in respect of any property rental business carried on outside the UK, and UK and overseas direct taxes are still payable in respect of any income and gains from the Group’s business (generally including any property trading business) not included in the Property Rental Business (the “Residual Business”). Distributions in respect of the Property Rental Business will be treated for UK tax purposes as UK property income in the hands of Shareholders (Part XII contains further detail on the UK tax treatment of Shareholders after the Group’s entry into the UK-REIT regime). In this Part, “Property Rental Business” means a business within the meaning of section 205 of the CTA or an overseas property business within the meaning of section 206 CTA, but, in each case, excluding certain specified types of business. A “Qualifying Property Rental Business” means a Property Rental Business fulfilling the conditions in section 529 CTA 2010. While within the UK-REIT regime, the Property Rental Business will be treated as a separate business for corporation tax purposes from the Residual Business and a loss incurred by the Property Rental Business cannot be set off against profits of the Residual Business (and vice versa). The principal company of the UK-REIT (which, for the purposes of this Part, will be the Company) will be required to distribute to shareholders, on or before the filing date for the principal company’s tax return for the accounting period in question, at least 90 per cent of the income profits (broadly, calculated using normal tax rules) of the UK resident members of the Group in respect of their Property Rental Business and of the non-UK resident members of the Group insofar as they derive from their UK Property Rental Business arising in each accounting period. Failure to meet this requirement will result in a tax charge calculated by reference to the extent of the failure, although this charge can be simply avoided by an additional distribution payment within a specified period which brings the amount of profits distributed up to or over the required level. In this document, references to a company’s accounting period are to its accounting period for tax purposes. This period can differ from a company’s accounting period for other purposes. A distribution received by a shareholder of the principal company in respect of profits and gains of the Property Rental Business of the UK resident members of the Group or in respect of the profits or gains of a non-UK resident member of the Group insofar as they derive from their UK Property Rental Business is referred to in this document as a “Property Income Distribution” or “PID”. Any other distribution received by a shareholder of a UK-REIT will be referred to herein as a “Non-PID Distribution”.

181 The treatment of a distribution paid at any time by the principal company of a UK-REIT depends on whether it is paid out of profits that accrued from its UK Property Rental Business or otherwise. This has particular relevance in the year that the company converts to a UK-REIT. For example, if the Group were to convert into a UK-REIT on 2 December 2013, as anticipated, a distribution announced or declared later may be paid partly out of profits earned prior to the Group becoming a UK-REIT and partly out of profits from its UK Property Rental Business earned subsequently and would therefore comprise partly a dividend and partly a PID Distribution. When making any distribution following conversion the principal company will provide shareholders with a certificate setting out how much of their distribution is a PID and how much is a Non-PID D istribution. Subject to certain exceptions, Property Income Distributions will be subject to withholding tax at the basic rate of income tax (currently 20 per cent). Further details of the UK tax treatment of certain Shareholders after entry into the UK-REIT regime are contained in Part XII. A Group becomes a UK-REIT by the principal company serving notice on HMRC before the beginning of the first accounting period for which it wishes the Group members to become a UK-REIT. In order to qualify as a UK-REIT, the principal company and the Group must satisfy certain conditions set out in CTA 2010. A non- exhaustive summary of the material conditions is set out below. Broadly, the principal company must satisfy the conditions set out in paragraphs 1. 2 to 1. 5 below and the Group members must satisfy the conditions set out in paragraph 1. 6.

1.2 Company conditions The principal company must be solely UK resident, admitted to trading on a recognised stock exchange and it must not be an open-ended investment company. The principal company’s shares must either be listed on a recognised stock exchange throughout each accounting period or traded on a recognised stock exchange in each accounting period. This listing/trading requirement is relaxed in the Group’s first three accounting periods but the Group can benefit from this relaxation only once. The principal company can be a close company for the first three years after joining the regime, after which it can no longer be close (the “close company condition”). The company will not be treated as close simply because it has certain institutional investors as participators, including the trustee or manager of an authorised unit trust or a pension scheme, a charity, an insurance company, a sovereign investor or an open-ended investment company. If the close company condition is breached because the principal company is acquired by another group UK-REIT, HMRC cannot issue a breach notice.

1.3 Share capital restrictions The principal company must have only one class of ordinary share in issue. The only other shares it may issue are non-voting restricted preference shares, including shares which would be restricted preference shares but for the fact that they carry a right of conversion into shares or securities in the Company.

1.4 Borrowing restrictions The principal company must not be party to any loan in respect of which the lender is entitled to interest which exceeds a reasonable commercial return on the consideration lent or where the interest depends to any extent on the results of any of its business or on the value of any of its assets. In addition, the amount repayable must either not exceed the amount lent or must be reasonably comparable with the amount generally repayable (in respect of an equal amount lent) under the terms of issue of securities listed on a recognised stock exchange.

1.5 Financial statements The principal company must prepare financial statements (the “Financial Statements”) in accordance with statutory requirements set out in sections 532 and 533 of the CTA 2010 and submit these to HMRC. In particular, the Financial Statements must contain the information about the Property Rental Business, Tax-exempt Business and the residual business separately.

1.6 Conditions for the Property Rental Business and the Tax-exempt Business The Property Rental Business must satisfy the conditions summarised at paragraphs 1. 6.1 , 1. 6.2 , 1. 6.4 and 1. 6.5 below and the Tax-exempt Business must satisfy the condition summarised at paragraph 1. 6.3 below in respect of each accounting period during which the Group is to be treated as a REIT: 1.6.1 the Property Rental Business must throughout the accounting period have at least three properties; 1.6.2 throughout the accounting period no one property may represent more than 40 per cent of the total value of the properties involved in the Property Rental Business. Assets must be valued in accordance with International Accounting Standards (“IAS”) and at fair value when IAS offers a choice between a cost basis and a fair value basis;

182 1.6.3 treating all members of the Group as a single company, the Property Rental Business must not include any property which is classified as owner-occupied in accordance with generally accepted accounting practice; 1.6.4 at least 90 per cent of the amounts shown in the Financial Statements of the Group companies as income profits arising in respect of the Tax-exempt Business in the accounting period, must be distributed by the principal company of the Group in the form of a PID generally on or before the filing date for the principal company’s tax return for the accounting period (currently one year after the end of the period concerned) (the “90 per cent distribution test”). For the purpose of satisfying the 90 per cent distribution test, the distribution may be made either as a dividend in cash, or as share capital issued in lieu of a cash dividend; 1.6.5 the income profits arising from the Property Rental Business must represent at least 75 per cent of the Group’s total income profits for the accounting period (the “75 per cent profits test”); and 1.6.6 at the beginning of the accounting period the value of the assets in the Property Rental Business must represent at least 75 per cent of the total value of assets held by the Group (the “75 per cent assets test”). Cash held on deposit and gilts may be added to the value of the assets relating to the Property Rental Business for the purposes of meeting the 75 per cent assets test.

2. EFFECT OF BECOMING A REIT 2.1 Tax savings As a UK-REIT, the Group will not pay UK corporation tax on profits and gains from the Property Rental Business. Corporation tax will still apply in the normal way in respect of the Residual Business. Corporation tax could also be payable were a member of the Group to be sold (as opposed to property involved in the UK Property Rental Business). The Group will also continue to pay taxes such as VAT, stamp duty land tax, stamp duty and national insurance in the normal way.

2.2 D istributions When the principal company of a UK-REIT makes a distribution, that distribution will be a PID to the extent necessary to satisfy the 90 per cent distribution condition. If the distribution exceeds the amount required to satisfy 90 per cent distribution test, then the REIT may determine that all or part of the balance is a Non-PID Dividend paid out of the profits of the activities of the Residual Business. Any remaining balance of the distribution will generally be deemed to be a PID, firstly in respect of the income profits for the current year or previous years out of which a PID can be paid and secondly in respect of capital gains which are exempt from tax by virtue of the REIT regime. The total of PID distributions over time cannot exceed the profits of the UK Property Rental Business and its tax exempt capital gains. Any remaining balance will therefore not be a PID but will be a normal dividend distribution . Subject to certain exceptions, PIDs will be subject to withholding tax at the basic rate of income tax (currently 20 per cent). Further details of the UK tax treatment of certain categories of shareholder while the Group is in the UK-REIT regime are contained in Part XII. If the Group ceases to be a UK-REIT, dividends paid by the principal company may nevertheless be PIDs for a transitional period to the extent they are paid in respect of profits and gains of the Qualifying Property Rental Business whilst the Group is a UK-REIT.

2.3 Interest cover ratio A tax charge will arise if, in respect of any accounting period, the Group’s ratio of income profits (before capital allowances) to financing costs (in both cases in respect of its Property Rental Business) is less than 1.25:1. The amount (if any) by which the financing costs exceeds the amount of those costs which would cause that ratio to equal 1.25 (subject to a cap of 20 per cent of the income profits) is chargeable to corporation tax.

2.4 The “10 per cent rule” The principal company of a UK REIT may become subject to an additional tax charge if it pays a dividend to, or in respect of, a person beneficially entitled, directly or indirectly, to 10 per cent or more of the principal company’s dividends or share capital or that controls, directly or indirectly, 10 per cent or more of the voting rights in the principal company. Shareholders should note that this tax charge only applies where a dividend is paid to persons that are companies or are deemed to be bodies corporate for the purposes of overseas jurisdictions with which the UK has a double taxation agreement, or for the purposes of such double tax agreements. It does not apply where a nominee has such a 10 per cent or greater holding unless the persons on whose behalf the nominee holds the shares meets the test in their own right.

183 This tax charge will not be incurred if the principal company has taken reasonable steps to avoid paying dividends to such a person. HMRC guidance describes certain actions that might be taken to show it has taken such “reasonable steps”. One of these actions is to include restrictive provisions in the principal company’s articles of association to address this requirement. The proposed New Articles are consistent with the provisions described in the HMRC guidance.

2.5 Property development and property trading by a UK-REIT A property development undertaken by a member of the Group can be within the Property Rental Business provided certain conditions are met. However, if the costs of the development exceed 30 per cent of the fair value of the asset at the later of: (a) the date on which the relevant company becomes a member of a UK-REIT, and (b) the date of the acquisition of the development property, and the UK-REIT sells the development property within three years of completion of the development, the property will be treated as never having been part of the Property Rental Business for the purposes of calculating any gain arising on disposal of the property. Any gain will be chargeable to corporation tax. If a member of the Group disposes of a property (whether or not a development property) in the course of a trade, the property will be treated as never having been within the Property Rental Business for the purposes of calculating any profit arising on disposal of the property. Any profit will be chargeable to corporation tax.

2.6 Movement of assets in and out of Property Rental Business In general, where an asset owned by a UK resident member of the Group and used for the Property Rental Business begins to be used for the Residual Business, there will be a tax free step up in the base cost of the property. Where an asset owned by a UK resident member of the Group and used for the Residual Business begins to be used for the Property Rental Business, this will generally constitute a taxable market value disposal of the asset, except for capital allowances purposes. Special rules apply to disposals by way of a trade and to development property (see paragraph 2.5 above).

2.7 Joint ventures The UK-REIT rules also make certain provisions for corporate joint ventures. If one or more members of the Group are beneficially entitled, in aggregate, to at least 40 per cent of the profits available for distribution to equity holders in a joint venture company and at least 40 per cent of the assets of the joint venture company available to equity holders in the event of a winding up, that joint venture company (or its subsidiaries) is carrying on a qualifying Property Rental Business which satisfies the 75 per cent profits test and the 75 per cent assets test (the “JV company”) and certain other conditions are satisfied, the principal company may, by giving notice to HMRC, elect for the assets and income of the JV company to be included in the Property Rental Business for tax purposes. In such circumstances, the income and assets of the JV company will count towards the 90 per cent distribution test and the 75 per cent profits test, and its assets will count towards the 75 per cent assets test. The Group’s share of the underlying income and gains arising from any interest in a tax transparent vehicle, including offshore unit trusts or partnerships, should automatically fall within the UK-REIT tax exemption, and will count towards the 75 per cent profits and assets tests, provided the Group is entitled to at least 20 per cent of the profits and assets of the relevant tax transparent vehicle.

2.8 Acquisitions and takeovers If a UK-REIT is taken over by another UK-REIT, the acquired UK-REIT does not necessarily cease to be a UK- REIT and will, provided the conditions are met, continue to enjoy tax exemptions in respect of the profits of its Property Rental Business and capital gains on disposal of properties in the Property Rental Business. The position is different where a UK-REIT is taken over by an acquir er which is not a UK-REIT. In these circumstances, the acquired UK-REIT is likely in most cases to fail to meet the requirements for being a UK-REIT and will therefore be treated as leaving the UK-REIT regime at the end of its accounting period preceding the takeover and ceasing from the end of that accounting period to benefit from tax exemptions on the profits of its Property Rental Business and capital gains on disposal of property forming part of its Property Rental Business. The properties in the Property Rental Business are treated as having been sold and reacquired at market value for the purposes of corporation tax on chargeable gains immediately before the end of the preceding accounting period. These disposals should be tax free as they are deemed to have been made at a time when the acquired UK- REIT was still in the UK-REIT regime and future capital gains on the relevant assets will therefore be calculated by reference to a base cost equivalent to this market value. If the acquired UK-REIT ends its accounting period immediately prior to the takeover becoming unconditional in all respects, dividends paid as PIDs before that date should not be re-characterised retrospectively as normal dividends.

184 2.9 Certain tax avoidance arrangements If HMRC believes that a member of the Group has been involved in certain tax avoidance arrangements, it may cancel the tax advantage obtained and, in addition, impose a tax charge equal to the amount of the tax advantage. These rules apply to both the Residual Business and the Qualifying Property Rental Business.

3. EXIT FROM THE UK-REIT REGIME The principal company of the Group can give notice to HMRC that it wants to leave the UK-REIT regime at any time. The Board retains the right to decide that the Group should exit the UK-REIT regime at any time in the future without shareholder consent if it considers this to be in the best interests of the Group. If the Group voluntarily leaves the UK- REIT regime within ten years of joining and disposes of any property that was involved in its Property Rental Business within two years of leaving, any uplift in the base cost of the property as a result of the deemed disposals on entry into and exit from the UK-REIT regime is disregarded in calculating the gain or loss on the disposal. It is important to note that it cannot be guaranteed that the Group will continue to comply with all of the UK-REIT conditions and that the UK-REIT regime may cease to apply in some circumstances. HMRC may require the Group to exit the UK-REIT regime if: • it regards a breach of the (“balance of business”), or distribution conditions, failure to satisfy the conditions relating to the property Rental Business or an attempt by the Group to avoid tax, as sufficiently serious; • the Group has committed a certain number of minor or inadvertent breaches of the conditions in a specified period; or • HMRC has given members of the Group two or more notices in relation to the avoidance of tax within a 10-year period of the first notice having been given. In addition, if the conditions for UK-REIT status relating to the share capital of the principal company and the prohibition on entering into loans with abnormal returns are breached or the principal company ceases to be UK resident, becomes dual resident or an open-ended company, ceases to be listed or (in certain circumstances) ceases to fulfil the close company condition (as described above), it will automatically lose UK-REIT status. Where the Group is required by HMRC to leave the UK-REIT regime within ten years of joining, HMRC has wide powers to direct how it is to be taxed, including in relation to the date on which the Group is treated as exiting the UK-REIT regime. Shareholders should note that it is possible that the Group could lose its status as a UK-REIT as a result of actions by third parties (for example, in the event of a successful takeover by a company that is not a UK-REIT) or other circumstances outside the Group’s control.

185 PART XII

TAXATION

1. UK TAXATION The statements set out below are intended only as a general guide to certain aspects of current UK tax law and HMRC practice as at the date of this document and apply only to certain Shareholders resident or ordinarily resident for tax purposes in the UK (save where express reference is made to non-UK resident persons). The summary does not purport to be a complete analysis or listing of all the potential tax consequences of holding Ordinary Shares and New Ordinary Shares. Prospective purchasers of Ordinary Shares and New Ordinary Shares are advised to consult their own independent tax advisers concerning the consequences under UK tax law of the acquisition, ownership and disposition of Ordinary Shares and New Ordinary Shares. The statements below do not constitute tax advice. The statements are not applicable to all categories of Shareholders, and in particular are not addressed to (i) Shareholders who do not hold their Ordinary Shares and New Ordinary Shares as capital assets or investments and who are not the absolute beneficial owners of those shares, (ii) Shareholders who own (or are deemed to own) 10 per cent or more of the voting power of the Company, (iii) special classes of Shareholders such as dealers in securities, broker-dealers, insurance companies, trustees of certain trusts and investment companies, (iv) Shareholders who hold Ordinary Shares and New Ordinary Shares as part of hedging or commercial transactions, (v) Shareholders who hold Ordinary Shares and New Ordinary Shares in connection with a trade, profession or vocation carried on in the UK (whether through a branch or agency or otherwise), (vi) Shareholders who hold Ordinary Shares and New Ordinary Shares in a personal equity plan or an individual savings account or (vii) Shareholders who are not resident or ordinarily resident in the UK for tax purposes (save where express reference is made to non-UK resident Shareholders). 1.1 UK Taxation of PIDs 1.1.1 UK taxation of Shareholders who are individuals Subject to certain exceptions, a PID will generally be treated in the hands of Shareholders who are individuals as the profit of a single UK property business (as defined in Part 3 of the Income Tax (Trading and Other Income) Act 2005). A PID is, together with any property income distribution from any other company to which Part 12 of the CTA 2010 applies, treated as a separate UK property business. Income from any other UK property business (a “different UK property business’’) carried on by the relevant Shareholder must be accounted for separately. This means that any surplus expenses from a Shareholder’s different UK property business cannot be offset against a PID as part of a single calculation of the profits of the Shareholder’s UK property business. No dividend tax credit will be available in respect of PIDs. However, credit will be available in respect of the basic rate tax withheld by the Company (where required) on the PID. 1.1.2 UK taxation of corporate Shareholders Subject to certain exceptions, a PID will generally be treated in the hands of Shareholders who are within the charge to corporation tax as profit of a property business (as defined in Part 4 of CTA) (“Part 4 property business’’). A PID is, together with any property income distribution from any other company to which Part 12 of the CTA 2010 applies, treated as a separate Part 4 property business. Income from any other Part 4 property business (a “different Part 4 property business’’) carried on by the relevant Shareholder must be accounted for separately. This means that any surplus expenses from a Shareholder’s different Part 4 property business cannot be offset against a PID as part of a single calculation of the Shareholder’s Part 4 property business profits. 1.1.3 UK taxation of Shareholders who are not resident for tax purposes in the UK 1.1.4 Where a Shareholder who is resident for tax purposes outside the UK receives a PID, the PID will generally be chargeable to UK income tax as profit of a UK property business and this tax will generally be collected by way of a withholding. Under section 548(7) of the CTA 2010, this income is expressly not non- resident landlord income for the purposes of regulations under section 971 of the Income Tax Act, 2007.

186 1.2 Withholding tax 1.2.1 General Subject to certain exceptions summarised below, the Company is required to withhold income tax at source at the basic rate (currently 20 per cent) from its PIDs (whether paid in cash or in the form of a stock dividend). The Company will provide Shareholders with a certificate setting out the gross amount of the PID, the amount of tax withheld, and the net amount of the PID. 1.2.2 Shareholders solely resident and ordinarily resident in the UK Where tax has been withheld at source, Shareholders who are individuals may, depending on their particular circumstances, be liable to further tax on their PID at their applicable marginal rate, incur no further liability on their PID, or be entitled to claim repayment of some or all of the tax withheld on their PID. Shareholders who are corporate entities will generally be liable to pay corporation tax on their PID and if (exceptionally) income tax is withheld at source, the tax withheld can be set against their liability to corporation tax or income tax which they are required to withhold in the accounting period in which the PID is received. 1.2.3 Shareholders who are not resident for tax purposes in the UK It is not possible for a Shareholder to make a claim under a double taxation convention for a PID to be paid by the Company gross or at a reduced rate. The right of a Shareholder to claim repayment of any part of the tax withheld from a PID will depend on the existence and terms of any double taxation convention between the UK and the country in which the Shareholder is resident. 1.2.4 Exceptions to requirement to withhold income tax Shareholders should note that in certain circumstances the Company is not required to withhold income tax at source from a PID. These include where the Company reasonably believes that the person beneficially entitled to the PID is a company resident for tax purposes in the UK, or a charity or a company resident for tax purposes outside the UK with a permanent establishment in the UK which is required to bring the PID into account in computing its chargeable profits. They also include where the Company reasonably believes that the PID is paid to the scheme administrator of a registered pension scheme, the sub-scheme administrator of certain pension sub-schemes, the account manager of an Individual Savings Account (“ISA”), the plan manager of a Personal Equity Plan (“PEP”), or the account provider for a Child Trust Fund, in each case, provided the Company reasonably believes that the PID will be applied for the purposes of the relevant fund, scheme, account or plan. In order to pay a PID without withholding tax, the Company will need to be satisfied that the Shareholder concerned is entitled to that treatment. For that purpose the Company will require such Shareholders to submit a valid claim form (copies of which may be obtained on request from the Registrars). Shareholders should note that the Company may seek recovery from Shareholders if the statements made in their claim form are incorrect and the Company suffers tax as a result. The Company will, in some circumstances, suffer tax if its reasonable belief as to the status of the Shareholder turns out to have been mistaken.

1.3 UK taxation of Non-PID Dividends Non-PID Dividends paid by the Company will be taxed in the same way as dividends paid by a Company which does not have REIT status, whether in the hands of individual or corporate Shareholders and regardless of whether the Shareholder is resident for tax purposes in the UK. The Company will not be required to withhold tax at source when paying a Non-PID Dividend (whether in cash or in the form of a stock dividend).

1.4 UK taxation of chargeable gains, stamp duty and stamp duty reserve tax in respect of Ordinary Shares in the Company 1.4.1 UK taxation of chargeable gains For the purpose of UK tax on chargeable gains, the amount paid by a Shareholder for Ordinary Shares will constitute the base cost of his holding. If a Shareholder disposes of all or some of his Ordinary Shares, a liability to tax on chargeable gains may arise. This will depend on the base cost which can be allocated against the proceeds, the Shareholder’s circumstances and any reliefs to which they are entitled. In the case of corporate Shareholders, indexation allowance will apply to the amount paid for the Ordinary Shares.

187 The current rate of tax is up to 28 per cent for individuals, trustees and person representatives and up to 23 per cent (anticipated to be reducing to 21 per cent from 1 April 2014 and to 20 per cent from 1 April 2015) for corporate Shareholders. Shareholders who are not resident in the UK for tax purposes may not, depending on their personal circumstances, be liable to UK taxation on chargeable gains arising from the sale or other disposal of their Ordinary Shares (unless they carry on a trade, professional or vocation in the UK through a branch or agency with which their Ordinary Shares are connected or through a permanent establishment). Individual Shareholders who are temporarily neither UK resident nor ordinarily resident may be liable to UK capital gains tax on chargeable gains realised on their return to the UK. Shareholders who are resident for tax purposes outside the UK may be subject to foreign taxation on capital gains depending on their circumstances. 1.4.2 UK stamp duty and UK SDRT A conveyance or transfer on sale or other disposal of Ordinary Shares may give rise to liabilities to UK stamp duty or SDRT. Paperless transfers of Ordinary Shares within CREST will generally be liable to SDRT, rather than stamp duty, at the rate of 0.5 per cent of the consideration paid. No stamp duty or SDRT should be payable on the issue of Ordinary Shares.

2. ISLE OF MAN TAXATION 2.1 Tax Residence in the Isle of Man Historically a company incorporated in the Isle of Man was considered to be tax resident in the Isle of Man as a result of the domestic laws of the Isle of Man, regardless of its place of central management and control. However, Statutory Document No 0682/12, the Income Tax (Company Residence) (Temporary Taxation) Order 2012, came into force in the Isle of Man with effect from 14 December 2012. This Order amends section 2N of the Isle of Man Income Tax Act 1970 such that a company that is incorporated in the Isle of Man is treated as not tax resident in the Isle of Man if: • its business is centrally managed and controlled in another country; • it is resident for tax purposes under the other country’s law; • either: (a) it is resident for tax purposes under the other country’s law under a double taxation agreement between the Isle of Man and the other country in which a tie-breaker clause applies; or (b) the highest rate at which any company may be charged to tax on any part of its profits in the other country is 20 per cent or higher; and (c) there is a bona fide commercial reason for its residence status in the other country, which status is not motivated by a wish to avoid or reduce Isle of Man income tax for any person. Before the Company converts to a UK-REIT its management and control will be transferred from the Isle of Man to the UK. The Company should therefore not be tax resident in the Isle of Man and should therefore meet the residence requirement of the UK-REIT regime.

2.2 Capital Taxes in the Isle of Man The Isle of Man has a regime for the taxation of income, but there are no capital gains taxes, stamp taxes or inheritance taxes in the Isle of Man. No Isle of Man stamp duty or stamp duty reserve tax will be payable on the issue or transfer of, or any other dealing in the Ordinary Shares.

2.3 Zero Rate of Corporate Income Tax in the Isle of Man The standard rate of corporate income tax in the Isle of Man is 0 per cent (zero per cent). However, a 10 per cent rate of tax applies to income received by a company from any of the following sources: • banking business; and • land and property in the Isle of Man (including property development, residential and commercial rental or property letting and mining and quarrying).

188 As the Company does not receive income from these sources, the Company is not liable to income tax at a “zero” percent rate on its profits. The Company is not required to withhold tax from the payment of dividends to Shareholders, wherever resident.

2.4 Management and Control of the Company Before the Group converts to a Group UK-REIT it is the intention of the Directors to conduct the affairs of the Company so that the management and control of the Company and its subsidiaries are exercised in the UK.

2.5 Isle of Man Probate In the event of the death of a sole holder of Ordinary Shares an Isle of Man grant of probate or administration may be required, in respect of which certain fees will be payable to the Isle of Man Government.

3. SOUTH AFRICAN TAXATION The statements set out below are intended only as a general guide to certain aspects of current South African and UK law as at the date of this document and apply only to certain Shareholders resident for tax purposes in South Africa. The summary does not purport to be a complete analysis or listing of all the potential tax consequences of holding Ordinary Shares and New Ordinary Shares. Prospective purchasers of Ordinary Shares and New Ordinary Shares are advised to consult their own independent tax advisers concerning the consequences under UK tax law of the acquisition, ownership and disposition of Ordinary Shares and New Ordinary Shares. The statements below do not constitute tax advice. The statements are not applicable to all categories of Shareholders, and in particular are not addressed to (i) Shareholders who do not hold their Ordinary Shares and New Ordinary Shares as capital assets or investments and who are not the absolute beneficial owners of those shares, (ii) Shareholders who, together with connected persons in relation to themselves own (or are deemed to own) ten per cent. or more of the equity shares and voting power of the Company, (iii) special classes of Shareholders such as dealers in securities, broker-dealers, insurance companies, trustees of certain trusts, retirement funds and investment companies, (iv) Shareholders who hold Ordinary Shares and New Ordinary Shares as part of hedging or commercial transactions, (v) Shareholders who hold Ordinary Shares and New Ordinary Shares in connection with a trade, profession or vocation carried on in South Africa (whether through a branch or agency or otherwise), (vi) Shareholders who hold Ordinary Shares and New Ordinary Shares in a personal equity plan or an individual savings account or (vii) Shareholders who are not resident in South Africa for tax purposes. The analysis set out below assumes that the Company is not treated as a Controlled Foreign Company (“CFC”) for South African tax purposes as not more than 50 per cent of the Company’s shares are held by South African residents.

3.1 UK Withholding tax Under UK law the Company is required to withhold UK income tax at source at the basic rate (currently 20 per cent) from its PIDs (whether paid in cash or in stock dividends). The Company will provide Shareholders with a certificate setting out the gross amount of the PID, the amount of UK income tax withheld, and the net amount of the PID. It is not possible for a Shareholder to make a claim under a double taxation convention for a PID to be paid by the Company gross or at a reduced rate. The right of a Shareholder to claim repayment of any part of the tax withheld from a PID will depend on the existence and terms of any double taxation convention between the UK and the country in which the Shareholder is resident. Under the current UK-South African double tax treaty and subject to a successful claim being made, a South African tax resident shareholder is able to reclaim 5 per cent in relation to the 20 per cent UK income tax withheld such that the UK withholding tax on the PID is reduced to 15 per cent for South African tax residents. The analysis set out below assumes that the Shareholder is able to make a valid claim under the UK-South African tax treaty in order to reclaim 5 per cent in relation to the 20 per cent UK income tax withheld. No UK withholding tax is charged on non-PID distributions.

3.2 South African Taxation of PIDs The taxation of a PID for South African tax purposes will depend on whether the PID is a “foreign dividend” as defined by section 1 of the Income Taxes Act, No. 59 of 1962 (“the Act”). For this purpose, a foreign dividend means any amount that is paid or payable by a foreign company in respect of a share in that company where that amount is treated, by that foreign company, as a dividend or similar payment for the purposes of the company taxation laws of the jurisdiction in which the paying entity’s place of effective management exists. A PID is treated

189 as a distribution by the paying entity for UK tax purposes (i.e. it is not deductible as a charge against profits) and is reflected in the financial statements in the same way as any other dividend. For UK corporation tax purposes, the UK-REIT provisions at section 530(6A)(a), (b) CTA 2010 refer to PIDs as including both a dividend in cash and a dividend in shares issued in lieu of a cash dividend. This conclusion is further supported by the fact that a PID meets the definition of a dividend for the purposes of Article 10 of the OECD model treaty. Given that a PID is treated as a dividend by the ‘payer’ under UK taxation laws then any payment of PIDs should be treated as “foreign dividends” for the purposes of section 1 of the Act. South African taxation of Shareholders who are individuals A PID which is settled in cash should be treated in the hands of individual shareholders who are tax resident in South Africa as a foreign dividend. No South African income tax will be payable on the PID, although individual shareholders will be subject to South African dividend withholding tax at a rate of 15 per cent. The dividend withholding tax may be reduced by the foreign withholding tax suffered on the dividend, subject to certain administrative requirements being met. A credit of the UK withholding tax may therefore be available, such that no additional South African dividends tax should arise in respect of UK PIDs. South African taxation of corporate shareholders Corporate South African shareholders in the Company will be exempt from South African income tax on PID income and South African dividend withholding tax provided that: (i) The South African companies are the beneficial owners of the dividends, and (ii) The Company is (by the date determined by the Company or its regulated intermediary, or where no such date is determined the date of payment of the dividend) in possession of declaration and undertaking forms relating to the beneficial ownership of the dividends. On the basis of the above, no additional South African income tax or dividends tax should arise on the PID. The only incidence of tax will be the 15 per cent net withholding tax once a claim has been made to and processed by the UK authorities under the UK-South African double tax treaty – see above. South African taxation of exempt shareholders No South African income tax is payable by income tax exempt entities such as retirement funds and public benefit organisations on receipts from PID distributions. In addition, such bodies are exempt from South African dividend withholding tax provided the Company or its regulated intermediary is, by the required dates (see above), in possession of declaration of undertaking forms relating to the beneficial ownership of the dividends. There is generally no provision to enable the PID to be paid gross to such bodies and therefore the UK withholding tax will be withheld on distributions to such bodies, currently at a rate of 20 per cent. Assuming the shareholder is able to make a claim to the UK tax authorities for 5% in relation to the 20% of tax withheld by the Company on the PID under the UK-South African double tax treaty the net tax effect will be 15 per cent. Article 10 of the UK/South Africa double tax agreement provides that the tax charged on dividends paid by a UK company to a South African resident shall not exceed 15% of the gross amount of the dividend.

3.3 South African taxation of a Non PID distribution South African taxation of Shareholders who are individuals Non PID distributions will not be subject to UK withholding taxes. Such distributions should be treated as foreign dividends in South Africa and such foreign dividends will not be chargeable to South African income tax but will be subject to South African withholding tax at a rate of 15 per cent. However, no credit will be available to South African resident shareholder on the underlying UK or overseas corporate income taxes charged on the income and gains. South African taxation of corporate shareholders Corporate South African shareholders in the Company will be exempt from South African income tax on non-PID income and South African dividend withholding tax provided that: (i) The South African companies are the beneficial owners of the dividends, and (ii) The Company is (by the date determined by the Company or its regulated intermediary, or where no such date is determined the date of payment of the dividend) in possession of declaration and undertaking forms relating to the beneficial ownership of the dividends.

190 On the basis of the above, no income tax or dividends tax charge should arise in South Africa and the only incidence of tax will be the underlying UK or overseas corporate income tax. South African taxation of exempt shareholders No South African income tax is payable by income tax exempt entities or entities such as retirement funds and public benefit organisations on receipts from non-PID distributions. In addition, such entities are exempt from South African dividend withholding tax provided the Company paying the distribution is in possession of declaration of undertaking forms relating to the beneficial ownership of the dividends.

3.4 South African taxation of chargeable gains Disposal of property by UK tax resident companies No South African taxation should be payable in relation to gains made by UK tax resident companies on UK properties. Such gains will be payable by the Company to shareholders as PIDs and withholding tax at a rate of 15 per cent will be due (after a valid reclaim of 5 per cent in relation to the 20% of the UK tax withheld is made). No additional South African income tax or dividends tax should arise on the distribution. The only incidence of tax will be the 15 per cent net withholding tax once a claim has been made to and processed by the UK authorities under the UK-South African double tax treaty. Disposal of property by non-UK tax resident companies The analysis which follows only considers UK and South African taxation matters and, in particular, disregards any local tax that may be payable in relation to gains arising on non-UK assets. South African tax resident individual South African dividend withholding tax will be due on the distribution, currently at a rate of 15 per cent. South African tax resident company and South African pension funds and other exempt entities No South African dividend withholding tax will be due in relation to the distribution on distributions of gains payable to companies and pension funds and other exempt entities which are tax resident in South African provided that: (i) The South African companies/pension funds/other exempt entities are the beneficial owners of the dividends, and (ii) The Company is (by the date determined by the Company or its regulated intermediary or where no such date is determined the date of payment of the dividend, in possession of declaration and undertaking forms relating to the beneficial ownership of the dividends).

191 PART XIII

WAIVER OF RULE 9 OF THE UK TAKEOVER CODE AND INFORMATION ON THE CONCERT PARTY

Information on the Concert Party The information set out in this Part XIII which relates to Redefine Properties has been accurately reproduced from information provided by Redefine Properties. As far as the Company is aware and is able to ascertain from information provided by Redefine Properties no facts have been omitted which would render the information in this Part XIII which relates to Redefine Properties inaccurate or misleading. The information set out in this Part XIII which relates to Corovest Offshore has been accurately reproduced from information provided by Corovest Offshore. As far as the Company is aware and is able to ascertain from information provided by Corovest Offshore, no facts have been omitted which would render the information in this Part XIII which relates to Corovest Offshore inaccurate or misleading. 1. INFORMATION ON REDEFINE PROPERTIES 1.1 Redefine Properties is a corporate SA-REIT listed on the JSE. It was founded in 1999 and listed on the JSE in 2000. Redefine Properties owns 33 per cent of the issued capital of Redefine. 1.2 The Directors of Redefine Properties are as follows: Dines Gihwala Chairman Marc Wainer Chief Executive Officer David Rice Chief Operating Officer Andrew Konig Financial Director Mike Ruttell Executive Director – Development Monica Khumalo Non-Executive Director Harish Mehta Non-Executive Director Bernard Nackan Non-Executive Director Diana Perton Non-Executive Director Roger Rees Non-Executive Director Gunter Steffans Non-Executive Director 1.3 The registered office of Redefine Properties is Redefine Place, 2 Arnold Road, Rosebank, Johannesburg, 2196, South Africa. Redefine Properties was incorporated in 1999 in the Republic of South Africa with registration number 1999/018591/06. 1.4 The issued linked units of Redefine Properties comprises 2 935 578 269 linked units of which 5 876 766 are held in treasury. 1.5 A linked unit of Redefine Properties comprises one Redefine Properties share, being an ordinary share in the issued capital of Redefine Properties with a par value of 0.1 ZAR cent and one Redefine Properties debenture, being an unsecured variable rate debenture having a nominal value of 180 ZAR cents, which are linked together and not capable of disposal independently from each other.

2. INFORMATION ON COROVEST OFFSHORE 2.1 Corovest Offshore is an investment holding comany and holds investments in undertakings which are involved in property development joint ventures and asset management. 2.2 The principle activity of Corovest Offshore is property investment, development and management. The Company provides management services for property investors. 2.3 The Directors of Corovest Offshore are as follows: Michael John Watters; Consortia Directors Limited; and CPL Services Limited. 2.4 The registered office of Corovest Offshore is Channel House, Green Street, St Helier, Jersey JE2 4 UH. Corovest Offshore was incorporated on 8 July 2002 in Jersey with registration number 83581.

192 2.5 The issued share capital of Corovest Offshore comprises 66 400 A ordinary shares of 1 pence each, 33 100 B ordinary shares of 1 pence each, 18 660 C ordinary shares of 1 pence each, 3 300 D ordinary shares of 1 pence each and 3 300 E ordinary shares of 1 pence each.

3. INFORMATION ON THE CONCERT PARTY DIRECTORS Bernard Nackan Mr Nackan was financial editor of the Rand Daily Mail and an executive director of Sage Group from 1974 until his retirement in 2003. He is a member of the Collective Investment Schemes Advisory Committee. Mr Nackan serves on RPL’s audit and risk committee and is chairman of the remuneration and nominations committee. He is also a non- executive director of Redefine Properties, Fountainhead Property Trust and REZCO Asset Management Group. Marc Wainer Mr Wainer has more than 35 years’ experience in the property industry in South Africa, including founding Investec Property Group, Investec Bank’s property division. Mr Wainer is Chief Executive Officer and an executive director of JSE-listed South African property group Redefine Properties which he founded. He also is a non-executive director of Hyprop Investments Limited, a South African listed retail property fund.

4. INFORMATION ON THE OTHER MEMBERS OF THE CONCERT PARTY Michael Watters Michael Watters is a qualified engineer with a BSc Eng (Civil) Degree and an MBA. He has over 25 years’ experience in the investment banking and real estate industries. He has held directorships of some of South Africa’s top rated listed property funds including Sycom Property Fund and Hyprop Investments Limited as well as the Sapphire Retail Fund in the United Kingdom. On completion of the Proposals he will become CEO of the Redefine International Group. Andrew Rowell Andrew Rowell is a Chartered Accountant with a BComm (Hons) Degree. He spent four years with PricewaterhouseCoopers, South Africa, and the USA. Andrew was group accountant for the Mvelaphanda Group, a listed investment company in South Africa, prior to joining the Redefine International Group. Stephen Oakenfull Stephen Oakenfull is a CFA charterholder with a BSc (Hons) Degree in Construction Management. He spent four years working as a management consultant for Turner & Townsend, an international construction and management consultancy, both in South Africa and London. Prior to joining the Investment Advisder, Stephen was an analyst for DTZ Corporate Finance in London where he gained two years experience raising capital for property developments and investments in Europe. Stephen has been Chief Operating Officer of the Investment Adviser for the past five years. Stephen Carlin Stephen Carlin is a qualified engineer with over 29 years’ experience in the real estate industry. He has been involved in many aspects of the industry, including property services, project management and development.

5. CONCERT PARTY INTERESTS Shareholding in Redefine International as at Shareholding in Redefine International the date of this document on Admission Number of % issued Number of % issued Shareholder Ordinary Shares share capital Ordinary Shares share capital Redefine Properties 349 236 344 33.0 418 536 344 36.2 Corovest Offshore 12 252 923 1. 2 21 952 923 1.9 Marc Wainer 1 387 321 0.1 1 387 321 0. 1 Bernard Nackan 8 100 0.0 8 100 0.0 Michael Watters* 3 250 816 0.3 6 783 68 8 0.6 Andrew Rowell** 358 928 0.0 615 340 0.1 Stephen Oakenfull** 324 099 0.0 580 512 0.1 Stephen Carlin** 2 229 109 0.2 3 545 29 7 0.3

193 Notes: * The beneficial interest of Michael Watters is held indirectly through a discretionary trust which has a shareholding in Corovest Offshore Limited. ** Certain of the beneficial interests of Stephen Carlin, Stephen Oakenfull and Andrew Rowell are held indirectly by discretionary trusts which have shareholdings in Corovest Offshore Limited. It is proposed that, subject to completion of the Internalisation, Michael Watters, Andrew Rowell and Stephen Oakenfull will become eligible to be granted awards in respect of Ordinary Shares pursuant to the Share Plans. Such awards will be subject to the limits set out in the relevant Share Plan and contained in Resolution 1 (being 7 000 000 Ordinary Shares per individual) and an aggregate limit of 21 000 000 in respect of the three individuals. A summary of the Share Plans is contained in Part IX of this document. Therefore assuming the award and subsequent issue of the maximum aggregate amount of 21 000 000 Ordinary Shares, the maximum interest of the Concert Party following the issue of the RIFM Consideration Shares is 464 140 387 Ordinary Shares representing 40.2 per cent of the issued share capital of the Company following Admission.

6. IRREVOCABLE UNDERTAKINGS Redefine Properties has entered into an irrevocable undertaking to vote in favour of Resolutions 3 to 10 . Corovest Offshore has entered into an irrevocable undertaking to vote in favour of Resolutions 3 to 10 . Those Directors who own Existing Ordinary Shares have entered into irrevocable undertakings to vote in favour of each of the Resolutions at the EGM, save that the Concert Party Directors and Michael Watters, Andrew Rowell, Stephen Carlin and Stephen Oakenfull have entered into irrevocable undertakings to vote in favour only of Resolutions 3 to 10 .

7. MATERIAL CHANGE 7.1 Save as disclosed in this document, there has been no material change in the financial or trading prospects of Redefine Properties since 28 February 2013 (the date to which the last interim results of Redefine Properties were prepared). 7.2 Save as disclosed in this document, there has been no material change in the financial or trading prospects of Corovest Offshore since 31 March 2013 (the date to which the last audited results of Corovest Offshore were prepared).

8. REDEFINE PROPERTIES MATERIAL CONTRACTS

8.1 Acquisition of Fountainhead Property Trust (“Fountainhead”) Units As announced on the JSE on 15 March 2013, Redefine Properties had acquired 452 442 210 Fountainhead units, representing 38.9 per cent of Fountainhead’s units then in issue. The Fountainhead units were acquired from Fountainhead unitholders for an aggregate offer consideration of R4.239 billion consisting of Hyprop Investments Limited linked units, cash and Redefine Properties linked units. Fountainhead is a property unit trust established in 1983, governed by the Collective Investment Schemes Control Act, 2002 and listed on the JSE.

8.2 Acquisition of Fountainhead Manco As announced on the JSE on 30 March 2012, Redefine Properties concluded an agreement with Standard Bank Properties (Pty) Ltd and Liberty Holdings Limited to acquire Fountainhead Property Trust Management Limited and Evening Star Trading 768 (Pty) Ltd (collectively “Fountainhead Manco”) for an aggregate consideration of R660 million.

8.3 Disposal to Arrowhead, Distribution and Listing As announced on the JSE on 3 October 2011, Redefine Properties had concluded an agreement to dispose of a diversified portfolio of ninety-eight industrial, office and retail properties to Arrowhead Properties Limited (“Arrowhead”) (which was then a wholly owned subsidiary of Redefine Properties) for an aggregate purchase consideration of R1 720 900 000 which was partly settled through a distribution of Arrowhead consideration shares and Arrowhead consideration debentures to Redefine Properties linked unitholders, immediately after which same became indivisibly linked as Arrowhead linked units and which were listed on the JSE’s Main Board.

8.4 Depositary Agreement with Bank of New York Mellon Pursuant to the American Depositary Receipt (“ADR”) Programme which Redefine Properties commenced in August 2013, Redefine Properties and the Bank of New York Mellon (“Depositary”) concluded an agreement on 19 August 2013 (“Deposit Agreement”) in terms of which Redefine Properties provided for its linked units to be deposited with the Depositary or with a custodian of the Depositary, for the creation of American depositary shares representing the linked units of Redefine Properties so deposited and for the execution and delivery of American

194 depositary receipts evidencing the American depositary shares. Each American depository receipt in the ADR programme represents ten ordinary shares in Redefine Properties and trades under the symbol “REDPY”.

9. COROVEST OFFSHORE MATERIAL CONTRACTS There are no material contracts of Corovest Offshore.

10. FINANCIAL INFORMATION ON REDEFINE PROPERTIES The information set out on pages 209 to 211 relating to Redefine Properties for the interim period ended 28 February 2013 has been extracted without material adjustment from the interim results of Redefine Properties. Copies of Redefine Properties’ interim results for the period ended 21 February 2013 are available at http://www.redefine.co.za/financials. asp. The information set out on pages 212 to 215 relating to Redefine Properties for the three years ended 31 August 2010, 31 August 2011 and 31 August 2012 has been extracted without material adjustment from the audited accounts of Redefine Properties. Note, all figures are provided in Rand. In addition, copies of Redefine Properties’ Annual Report and Accounts for each of the three years ended 31 August 2010, 2011 and 2012 are available at http://www. redefine. co.za/financials.asp.

11. SIGNIFICANT ACCOUNTING POLICIES OF REDEFINE PROPERTIES Redefine Properties was incorporated on 26 August 1999 under the laws of the Republic of South Africa. The consolidated financial statements for the year ended 31 August 2012 comprise the company and its subsidiaries (together referred to in this Part XIII as the Group) and the Group’s interest in associates and jointly controlled entities. The preparation of the financial statements was supervised by Andrew Konig CA(SA), the Group’s financial director. The financial statements and group financial statements have been prepared in accordance with IFRS, the AC 500 series issued by the Accounting Practices Board or its successor, the JSE Listings Requirements and the Companies Act and the regulations thereto. The financial statements are prepared on the historical cost basis except for investment properties, listed securities, non- current assets held-for-sale and certain financial instruments which are carried at fair value, and incorporate the principal accounting policies set out below. Fair value adjustments do not affect the calculation of distributable earnings; however they do affect the net asset value per linked unit to the extent that the adjustments are made to the carrying value of the assets and liabilities. These accounting policies have been applied consistently with the previous year. The consolidated financial statements are presented in South African Rand, which is the company’s functional currency. All financial information presented in Rand has been presented to the nearest thousand.

11.1 Basis of consolidation The Group financial statements include those of the holding company and enterprises controlled by the Company. Control is achieved when the company has the power to govern the financial and operating policies of an investee enterprise.

(a) Subsidiaries Subsidiaries are entities over which the Company has the power to govern the financial and operating policies of the entities so as to obtain benefits from its activities. In assessing control, potential voting rights that are presently exercisable or convertible are taken into account. In the separate financial statements of the company, investments in subsidiaries are accounted for at cost and adjusted for impairment if applicable. The consolidated financial statements incorporate the assets, liabilities, income, expenses and cash flows of the group and all entities controlled by the group. The results of subsidiaries acquired or disposed of during the year are included in the consolidated profit or loss from the date of acquisition or up to the date of disposal. Intercompany transactions, balances and unrealised profits or losses between group companies are eliminated on consolidation. All business combinations which occurred on or after 1 September 2009 were accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to the group. Judgement is applied in determining the acquisition date and determining whether control is transferred from one party to another.

195 The Group measures goodwill at the acquisition date as follows: • the fair value of the consideration transferred; plus • the recognised amount of the non-controlling interests in the acquiree; plus • if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree; less • the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed. Where the excess is negative this is immediately recognised in profit or loss as a gain on a bargain purchase. A “business” is defined as an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower costs or other economic benefits directly to investors or other owners, members or participants. A “business combination” is defined as a transaction or other event in which an acquirer obtains control of one or more businesses. If a business combination results in the termination of pre-existing relationships between the Group and the acquiree, then the lower of the termination amount, as contained in the agreement, and the value of the off- market element is deducted from the consideration transferred and recognised in profit or loss. Costs related to the acquisition, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred. Costs associated with the issue of debt or equity securities are recorded directly in the statement of changes in equity. Any contingent consideration payable is recognised at fair value at the acquisition date. If the contingent consideration is classified as equity, it is not re-measured and settlement is accounted for within equity. Otherwise subsequent changes to the fair value of the contingent consideration are recognised in profit or loss. Business combinations which occurred before 1 September 2009 were accounted for using the purchase method of accounting. The assets and liabilities acquired were assessed and included in the statement of financial position at their estimated fair values to the Group at acquisition date. Transactions with non-controlling interest holders The Group applies a policy of treating transactions with non-controlling interest holders as transactions with equity holders of the Group. Disposals to non-controlling interest holders that do not result in the loss of control, result in gains and losses for the Group that are recorded directly in the statement of changes in equity. The difference between any consideration paid and the relevant share of the net asset value acquired from minority interests is recorded directly in the statement of changes in equity. (b) Associated and joint ventures Associates are companies over which the Group has significant influence but not control. Joint ventures are those entities over which the Group exercises joint control in terms of a contractual agreement and whose activities require unanimous consent for strategic, financial and operating decisions. In the separate financial statements of the company, investments in associates and joint ventures are accounted for at cost and adjusted for impairment if applicable. In the consolidated financial statements associates and joint ventures are accounted for using the equity method of accounting and are initially recognised at cost. The Group’s share of post acquisition profits or losses is recognised in profit or loss and its share of post-acquisition movements in reserves is recognised in reserves. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. Where the Group acquires an additional shareholding or where it obtains significant influence such that an investment which was previously accounted for as an investment under IAS 39 is now deemed to be an associate undertaking, the Group’s previously held interest is re-measured to fair value through profit or loss for the period. The cost of the associate is determined as the fair value of the original investment plus the fair value of any additional consideration given to achieve significant influence. Goodwill arising on acquisition is included in the carrying amount of the investment and is treated in accordance with the Group’s accounting policy for goodwill. Dividends from associates and joint ventures are included in the carrying value of the investment.

196 Where the Group’s share of losses of associates and joint ventures exceeds the carrying amount of the Group’s net investment in the associate and joint venture the investment is carried at nil. Additional losses are only recognised to the extent that the Group has incurred obligations or made payments on behalf of the associate or joint venture. Unrealised gains arising from transactions with associates and joint ventures are eliminated to the extent of the Group’s interest in these enterprises. Unrealised losses are eliminated in the same way except that they are only eliminated to the extent that there is no evidence of impairment. (c) Jointly controlled assets In respect of its interest in jointly controlled assets, the Group recognises in its financial statements: • its share of the jointly controlled assets, classified according to the nature of the assets; • any liabilities that it has incurred; • its share of any liabilities incurred jointly with the other venture’s in relation to the joint venture; • any income from the sale or use of its share of the output of the joint venture, together with its share of any expenses incurred by the joint venture; and • any expenses that it has incurred in respect of its interest in the joint venture.

11.2 Financial instruments Financial Instruments are contracts that give rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Financial instruments are recognised in the statement of financial position when the Group becomes party to the contractual provisions of the instrument. Any gains or losses on these instruments do not affect distributable earnings. The Group derecognises a financial asset when the contractual rights to the cash flows from the assets expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the Group is recognised as a separate asset or liability. Regular way purchases and sales of financial assets are accounted for at trade date, i.e. the date that the Group commits itself to purchase or sell the asset. The Group derecognises a financial liability when the Group’s obligations specified in the contract expire or are discharged or cancelled. Financial assets and liabilities are initially measured at fair value including transaction costs (other than financial instruments classified as fair value through profit or loss where the transaction costs incurred are immediately expensed in profit or loss). Subsequent to initial recognition, these instruments are measured as follows:

Financial assets • listed securities are measured at fair value through profit or loss, less the accrual for distributions receivable which is included in current assets; • listed security income receivables are measured at amortised cost using the effective interest rate method less accumulated impairments; • loans receivable are measured at amortised cost using the effective interest rate method less any accumulated impairments; • other financial assets are measured at fair value through profit or loss; • trade and other receivables are stated at amortised cost using the effective interest rate method less any accumulated impairments; • cash and cash equivalents are measured at amortised cost using the effective interest rate method; and • guarantee fees receivable are measured at amortised cost using the effective interest rate method less any accumulated impairments.

Financial liabilities • debenture capital is considered as a financial liability and is recognised at amortised cost using the effective interest rate method (see linked units below); • interest-bearing borrowings are recognised at amortised cost using the effective interest rate method;

197 • interest rate swaps are held-for-trading financial instruments measured at fair value through profit or loss (see derivative financial instruments below); • financial guarantee contracts are measured at the higher of fair value or the amount initially recognised less accumulated amounts recorded as income to date; • trade and other payables are stated at amortised cost using the effective interest rate method; and • linked unit holders for distribution are measured at amortised cost using the effective interest rate method.

Linked units Each and every ordinary share issued is irrevocably linked to a debenture. The debentures are redeemable at the option of the holder and accrue interest half yearly. As a result of this contractual obligation to deliver cash the Group classifies the debentures issued as a liability, and the interest that accrues as an interest expense through profit or loss. The debentures issued are initially recognised at fair value. As mentioned above, debenture capital is subsequently carried at amortised cost using the effective interest rate method. For all financial instruments carried at amortised cost using the effective interest rate method, where the effects of discounting are not considered to be material, these instruments are not discounted as their carrying values approximate their amortised cost values. Financial assets and financial liabilities are offset and the net amount reported in the statement of financial position 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. The Group assesses all receivables held at amortised cost for impairment at each financial year-end. An impairment loss is calculated as the difference between the asset’s carrying value and the present value of the estimated future cash inflows discounted at the asset’s original effective interest rate. Impairment losses are recognised in profit or loss and reflected in an allowance account against receivables. When a subsequent event causes the amount of the impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.

11.3 Investment properties Investment properties, both freehold and leasehold, are properties held for the purpose of earning rental income and for capital appreciation. Investment properties are initially recorded at cost and include transaction costs on acquisition. Subsequent expenditure to add to or to replace a part of the property is capitalised at cost. The carrying amount of any replaced part is written off to profit or loss when replaced. Leasehold properties that are leased out to tenants under operating leases are classified as investment properties as appropriate, and included in the statement of financial position at fair value. Land interests held under an operating lease are classified and accounted for as investment property on a property by property basis when they are held to earn rentals or for capital appreciation on both the land and the property. Any such property interest under an operating lease classified as investment property is carried at fair value. Tenant installations and lease commissions are carried at cost less accumulated amortisation. Amortisation is provided to write down the cost, less residual value, by equal instalments over the period of the lease. Investment properties are valued annually and adjusted to fair value as at the reporting date. The portfolio is valued annually. For the purposes of the independent valuation at 31 August 2012, all properties above R20 million were valued. Independent valuations were also obtained for a portion of the properties under R20 million. Properties under R20 million are valued externally on a three-year rotational basis. Any gain or loss arising from a change in the fair value of the investment property is included in profit or loss for the period to which it relates. Changes in fair value are excluded from the calculation of distributable earnings. Gains and losses on the disposal of investment properties are recognised in profit or loss and are calculated as the difference between the sale price and the carrying value of the property.

11.4 Properties under development Properties under development comprises the costs of the land and development and is stated at fair value. If the fair value cannot be reasonably determined it is stated at cost and is not depreciated. Investment property acquired that requires development is transferred from investment properties to properties under development when development commences. On completion of the development these properties will become part of investment properties.

198 11.5 Goodwill Goodwill arises on the acquisition of a business and represents the excess of the cost of the acquisition over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities acquired. Negative goodwill is recognised immediately in profit or loss. Subsequent to initial recognition, goodwill is measured at cost less accumulated impairment losses.

11.6 Intangible assets Intangible assets with an indefinite useful life are stated at cost less accumulated impairment losses. These intangible assets are tested for impairment annually by comparing the recoverable amount with its carrying amount. Useful life is reviewed at each period-end to determine whether events and circumstances continue to support an indefinite useful life assessment. If they do not, the change in useful life assessment from indefinite to finite is accounted for as a change in estimate. Intangible assets with finite useful lives are measured at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised in profit or loss on a straight-line basis over the estimated useful lives of the assets. Assets are amortised to their residual values. The amortisation methods, residual values as well as useful lives are reviewed at each period-end and adjusted if necessary. The estimated useful lives of the right to manage property assets are 15 years.

11.7 Property, plant and equipment Land and buildings are shown at fair value based on periodic valuations less subsequent depreciation. Any gain or loss arising from a change in fair value is accounted for directly in other comprehensive income. All other plant and equipment are recorded at cost less depreciation and impairment. Property, plant and equipment are depreciated on a straight-line basis over the current useful lives of the assets. The estimated useful lives of the assets are: Computer hardware 5 – 6 years Computer software 3 years Furniture and fittings and office equipment 3 years Motor vehicles 5 years Buildings 50 years

Land is not depreciated as it is deemed to have an indefinite life. The useful lives, depreciation methods and residual values are assessed at each financial period-end and adjusted accordingly. Subsequent expenditure is capitalised when it is probable that future economic benefits will flow to the Group and its cost can be reliably measured. All other expenditure is recognised as an expense in the period in which it is incurred. Gains and losses on the disposal of property, plant and equipment are recognised in profit or loss and are calculated as the difference between the sales price and the carrying value of the item of property, plant and equipment sold.

11.8 Impairment of non-financial assets The carrying value of assets is reviewed for impairment at each reporting date. Assets are impaired when events or changes in circumstances indicate that the carrying values may not be recoverable. If such indication exists and where the carrying values exceed the estimated recoverable amounts, the assets are written down to their recoverable amounts. Recoverable amount is determined as the higher of fair value less costs to sell or value in use. Where it is not possible to estimate the recoverable amount for an individual asset, the recoverable amount is determined for the cash-generating unit to which the asset belongs. In assessing the value in use, the estimated cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, goodwill is allocated to the cash-generating unit expected to benefit from the synergies of the business combination. Impairment losses and the reversal of impairment losses are recognised in profit or loss other than those relating to revalued assets, in which case the impairment or reversal of impairment is accounted for as a revaluation decrease

199 or increase respectively. In the case of a cash-generating unit, an impairment is first allocated to goodwill and then to the other assets in the cash-generating unit on a pro rata basis. Impairments to goodwill are not subsequently reversed. An impairment loss is only reversed if there is an indication that the impairment loss no longer exists and the recoverable amount increases as a result of a change in estimates used to determine the recoverable amount, but not to an amount higher than the carrying amount that would have been determined (net of depreciation or amortisation) had no impairment loss been recognised in prior years.

11.9 Properties held for trading Properties held for trading comprise properties acquired as well as properties developed with the intention of disposing for a profit, and are recorded at the lower of cost and net realisable value. Costs include all costs of purchase, transaction costs, costs of conversion and other costs incurred in bringing the properties to their present condition. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of selling.

11.10 Non-current assets held-for-sale and disposal groups A non-current asset or a disposal group comprising assets and liabilities is classified as held-for-sale if it is expected that its carrying amount will be recovered principally through sale rather than through continuing use, it is available for immediate sale and the sale is highly probable to occur within one year. For the sale to be highly probable, the appropriate level of management must be committed to a plan to sell the asset or disposal group. Where the Group is committed to a sale plan involving the loss of control of a subsidiary it classifies all the assets and liabilities of that subsidiary as held-for-sale when the criteria set out above and detailed in IFRS 5 Noncurrent Assets Held for Sale and Discontinued Operations are met, regardless of whether the Group will retain a non- controlling interest in its former subsidiary after the sale. On initial classification as held-for-sale, generally, non-current assets and disposal groups are measured at the lower of the previous carrying amount and fair value less costs to sell, with any adjustments taken to profit or loss (or other comprehensive income in the case of a revalued asset). The same applies to gains and losses on subsequent re- measurement. However, certain items such as financial assets within the scope of IAS 39 and investment property within the scope of IAS 40 continue to be measured in accordance with those standards. Impairment losses subsequent to classification of assets as held-for-sale are recognised in profit or loss. Increases in fair value less costs to sell assets that have been classified as held-for-sale are recognised in profit or loss to the extent that the increase is not in excess of any cumulative impairment loss previously recognised in respect of the asset. Assets classified as held-for-sale are not depreciated. Gains and losses on re-measurement and impairment losses subsequent to classification as disposal groups and non-current assets held for sale are shown within continuing operations in profit or loss, unless they qualify as discontinued operations. Disposal groups and non-current assets held-for-sale are presented separately from other assets and liabilities on the statement of financial position. Prior periods are not reclassified.

11.11 Share capital and share premium Ordinary shares are classified as equity. External costs directly attributable to the issue of new shares are shown as a deduction from equity.

11.12 Treasury linked units Where a subsidiary company holds linked units in the holding company, the consideration paid to acquire these units is deducted from linked unitholders’ equity as treasury stock. When these units are sold or reissued, any consideration received is included in linked unitholders’ equity.

11.13 Provisions Provisions are recognised when there is a present obligation, whether legal or constructive, as a result of a past event for which it is probable that a transfer of economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Such provisions are calculated on a discounted basis where the effect is material to the original undiscounted provision. The rate applied is a market-related rate adjusted for the risks associated with the obligation. The carrying amount of the provision increases in each period to reflect the passage of time and the unwinding of the discount and the movement is recognised in profit or loss within interest

200 costs. Provisions are not recognised for future operating losses however provisions are recognised for onerous contracts where a contract is expected to be loss making (and not merely less profitable than expected).

11.14 Revenue recognition

11.14.1 Property portfolio revenue Property portfolio revenue comprises operating lease income and operating cost recoveries from the letting of investment properties. Operating lease income is recognised on a straight-line basis over the term of the lease. Contingent rents (turnover rentals) are included in revenue when the amounts can be reliably measured. Premiums to terminate leases are recognised in profit or loss as they arise.

11.14.2 Listed securities revenue Distributions from listed securities are recognised on a time apportionment basis over the effective holding period.

11.14.3 Property trading income Property trading income represents income from development units sold and is recognised once: • the risks and rewards of ownership have transferred; • the Group no longer has managerial involvement; • the amount of revenue and costs can be measured reliably; and • it is probable that the economic benefits from the sale will flow.

11.14.4 Interest received Interest earned on cash invested with financial institutions is recognised on an accrual basis using the effective interest method. Where Redefine Properties issues linked units at a market price that includes accrued interest, the accrued interest portion of the price is included in interest received as antecedent divestiture of distribution.

11.14.5 Hotel revenue Hotel revenue is recognised when rooms are occupied and hotel-related services are rendered.

11.14.6 Fee income Fee income is recognised on an accrual basis in accordance with the substance of the relevant agreements and measured at fair value of the consideration receivable.

11.15 Employee benefits 11.15.1 Short-term benefits The cost of the short-term employee benefits is recognised during the period in which the employees render the related service. Short-term employee benefits are measured on an undiscounted basis. The accrual for employee entitlements to salaries, bonuses and annual leave represents the amount which the Group has a present legal or constructive obligation to pay as a result of the employees’ services provided up to the reporting date.

11.15.2 Defined contribution plans A defined contribution plan is a post-employment benefit plan under which the Group pays fixed contributions to a separate entity and will have no legal or constructive obligation to pay further amounts if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. The contributions are recognised as an employee benefit expense when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.

11.15.3 Share appreciation scheme The Group operates a cash-settled share appreciation scheme which is recognised at fair value in the statement of financial position over the vesting period up to and including settlement date with a

201 corresponding charge to profit or loss. The liability is remeasured at each reporting date, using the Black Scholes model to reflect the revised fair value adjusted for changes in assumptions. Changes in the fair value are recognised in profit or loss.

11.16 Borrowing costs Borrowing costs that are directly attributable to the development or acquisition of qualifying assets are capitalised to the cost of that asset until such time as it is substantially ready for its intended use. The capitalisation rate is arrived at by reference to the actual rate payable on borrowings for development purposes; or with regard to that part of the development cost financed out of general funds, to the average rate. All other borrowing costs are expensed in the period in which they are incurred.

11.17 Foreign currency

11.17.1 Foreign currency transactions Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the profit or loss. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated to the functional currency at the foreign exchange rates ruling on the dates that the values are determined.

11.17.2 Foreign operations Exchange differences arising from the translation of the net investment in foreign operations are taken to the foreign currency translation reserve (FCTR). They are released into the profit or loss upon disposal. On consolidation, the statement of financial position of foreign subsidiaries is translated at the closing rate and the statement of comprehensive income is translated at the average rate for the period. Differences arising are taken to the FCTR. The movement in the FCTR during the reporting period is accounted for in other comprehensive income.

11.18 Taxation Income tax expense comprises current and deferred tax. Income tax expense is recognised in profit or loss except to the extent that it relates to items recognised directly in equity or in other comprehensive income, in which case it is recognised in equity or other comprehensive income respectively. The charge for current tax is based on the results for the period as adjusted for items which are non-assessable or disallowed and any tax payable in respect of previous years. It is calculated using rates that have been enacted or substantially enacted by the reporting date. Deferred income tax is provided for all temporary differences arising between the tax bases of assets and liabilities and their carrying values for financial reporting purposes. In principle, deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises: • from the initial recognition of goodwill in a business combination; or • from the initial recognition of other assets and liabilities in a transaction which is not a business combination and affects neither accounting profit nor taxable income; or • differences related to investments in subsidiaries and jointly ventures to the extent that it is probable that they will not reverse in the foreseeable future. Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability settled. Deferred tax on the fair value adjustment on investment properties and listed securities has been provided at the capital gains taxation rate based on the manner in which each asset is expected to be realised. Deferred tax adjustments are recognised in profit or loss. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax assets and liabilities and they relate to income tax levied by the same authority on the same taxable entity, or on different tax entities, but they intend to settle current tax assets and liabilities on a net basis or their tax assets and liabilities will be realised simultaneously.

202 11.19 Operating segments An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. An operating segment’s operating results are reviewed regularly by the Group’s executive committee to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.

11.20 Leases

Group as a lessee Where the Group leases property and has substantially all the risks and rewards of ownership, the leases are classified as finance leases. Finance leases are capitalised at the lease’s inception at the fair value of the leased property or, if lower, the present value of the minimum lease payments. Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance outstanding. The corresponding rental obligations, net of finance charges, are included in interest-bearing liabilities. The interest element of the finance cost is charged to the profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The properties acquired under finance leases are recognised at fair value in terms of IAS 40 and are not depreciated. Leases where the lessor retains substantially all the risks and rewards of ownership are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are recognised in profit or loss on a straight-line basis over the period of the lease.

Group as a lessor Properties leased to third parties under operating leases are included in investment property in the statement of financial position. Rental income (net of any incentives given to lessees) is recognised on a straight-line basis over the lease term. This does not affect distributable earnings.

11.21 Earnings, headline earnings and distributable earnings per share Earnings per share is calculated on the weighted average number of shares in issue, net of treasuryshares, in respect of the year and is based on profit attributable to unitholders. Headline earnings per share are calculated in terms of the requirements set out in Circular 3/2009 issued by SAICA.

11.22 Key estimates and assumptions The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect amounts reported in the financial statements. Actual results may differ from these estimates. Estimates and assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which they were revised and in any future periods affected. Information on key estimates and assumptions which have the most significant effect on the financial statements are set out in the following notes in the financial statements: • Fair value of financial instruments – All financial instruments, regardless of their IAS 39 categorisation, are initially recorded at fair value (adjusted for transaction costs for all those financial instruments other than those classified as at fair value through profit or loss). The fair value of a financial instrument on initial recognition is normally the transaction price, that is the fair value of the consideration paid or received. Subsequent to initial recognition, the fair values of financial instruments measured at fair value that are quoted in active markets are based on bid prices for the assets. When quoted prices are not available, fair values are determined by using valuation techniques that refer as far as possible to observable market data. These include comparison with similar instruments where market observable prices exist. The carrying values of all financial instruments approximate their fair values. In the case of short term and trade receivables, the impact of discounting is not material and the carrying amount therefore approximates fair value. The judgement as to whether a market is active may include, for example, consideration of factors such as the magnitude and frequency of trading activity, the availability of prices and the size of bid/offer spreads. In inactive markets, obtaining assurance that the transaction price provides evidence of fair value or determining the adjustments to transaction prices that are necessary to measure the fair value of the asset or liability requires additional work during the valuation process. The majority of valuation techniques employ only observable market data, and so the reliability of the fair value measurement is high. However, certain financial assets and liabilities are valued on the basis of valuation techniques that feature one or more significant market inputs that are unobservable and, for them, the derivation of fair value is more judgemental. A financial asset or liability in its entirety is classified as valued

203 using significant unobservable inputs if a significant proportion of that asset or liability’s carrying amount is driven by unobservable inputs. In this context, “unobservable” means that there is little or no current market data available for which to determine the price at which an arm’s length transaction is likely to occur. It generally does not mean that there is no market data available at all upon which to base a determination of fair value. Furthermore, in some cases the majority of the fair value derived from a valuation technique with significant unobservable inputs may be attributable to observable inputs. • Goodwill - Determining whether goodwill is impaired requires an estimation of the value in use of the cash- generating units to which goodwill has been allocated. The value in use calculation requires the Group to estimate the future cash flows expected to arise from the cash-generating unit at a suitable discount rate in order to calculate the present value. • Investment properties - Investment properties – The portfolio is valued annually. For the purposes of the independent valuation at 31 August 2012, all properties above R20 million were valued. Independent valuations were also obtained for a portion of the properties under R20 million. Properties under R20 million are valued externally on a three-year rotational basis. By obtaining external valuations from accredited valuators for the majority of the portfolio, management is of the opinion that the risk relating to estimation uncertainty has been mitigated. • Property, plant and equipment – the determination of the useful life and residual values of property, plant and equipment is subject to management estimation. The Group regularly reviews all of its depreciation rates and residual values to take account of any changes in circumstances, and any changes that could affect prospective depreciation charges and asset carrying values. • Trade and other receivables – allowance for doubtful debts – The Group assesses its doubtful debt allowance at each reporting date. Key assumptions applied are the estimated recovery rates and future market conditions that could affect recovery. • Deferred taxation – Deferred tax assets are raised to the extent that it is probable that future taxable profit will be available against which the unused tax losses and unused tax credits can be utilised. Assessment of future taxable profit is performed at every reporting date, in the form of future cash flows using a suitable growth rate. • Taxation – The Group is subject to income taxes in numerous jurisdictions. Significant judgement is required in determining the worldwide provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which the determination is made. • Business combinations – On the acquisition of a company or a business, a determination of the fair value and useful life of intangible assets acquired is performed, which requires the application of management judgement. Future events could cause the assumptions used by the Group to change which would have a significant impact on the results and net position of the Group. • Business combination versus asset acquisition - The Directors have assessed the properties acquired and have concluded that in their view these acquisitions are property acquisition in terms of IAS 40 and are therefore accounted for in terms of that standard. In the opinion of the directors these properties did not constitute a business as defined in terms of IFRS 3, as there were not adequate processes identified within these properties to warrant classification as businesses.

11.23 Standards and interpretations applicable not yet effective There are new or revised Accounting Standards and Interpretations in issue that are not yet effective. These include the following Standards and Interpretations that are material to the business of the Group and may have an impact on future financial statements, or those for which the impact has not as yet been assessed.

Amendments to IAS 1 Presentation of Items in Other Comprehensive Income The amendments to IAS 1 require companies preparing financial statements in accordance with IFRSs to Group together items within other comprehensive income that may be reclassified to profit or loss. The amendments also reaffirm existing requirements that items in other comprehensive income and profit or loss should be presented as either a single statement or two consecutive statements. The amendment will be adopted by the Group for the first time for its financial reporting period ending 31 August 2013 and will be applied retrospectively.

IAS 32 Financial Instruments – Presentation (amendments) IAS 32 (amended) will be adopted by the Group for the first time for its financial reporting period ending 31 August 2015. The amendment will be applied retrospectively. The amendments clarify that an entity currently

204 has a legally enforceable right to set off if that right is not contingent on a future event, and enforceable both in the normal course of business and in the event of default, insolvency or bankruptcy of the entity and all counterparties. The amendments further clarify that gross settlement is equivalent to net settlement if, and only if, the gross settlement mechanism has features that eliminate or result in insignificant credit and liquidity risk, and process receivables and payables in a single settlement process or cycle. The impact on the financial statements for the Group has not yet been determined.

IFRS 7 Financial Instruments – Disclosures (amendments) IFRS 7 (amended) will be adopted by the Group for the first time for its financial reporting period ending 31 August 2014. The amendment will be applied retrospectively. The amendments include minimum disclosure requirements related to financial assets and financial liabilities that are offset in the statement of financial position, or subject to enforceable master netting arrangements or similar agreements. They include a tabular reconciliation of gross and net amounts of financial assets and financial liabilities, separately showing amounts offset and not offset in the statement of financial position. The impact on the financial statements for the Group has not been determined.

IFRS 9 Financial Instruments IFRS 9 will be adopted by the Group for the first time for its financial reporting period ending 31 August 2016. The standard will be applied retrospectively, subject to transitional provisions. IFRS 9 addresses the following and will replace the relevant sections of IAS 39: • the classification and measurement of financial assets • the classification and measurement of financial liabilities; and • the de-recognition of financial assets and liabilities. Under IFRS 9 there are two options in respect of the classification of financial assets, namely, financial assets measured at amortised cost or at fair value. Financial assets are measured at amortised cost when the business model is to hold assets in order to collect contractual cash flows and when they give rise to cash flows that are solely payments of principal and interest on the principal outstanding. All other financial assets are measured at fair value. Embedded derivatives are no longer separated from hybrid contracts that have a financial asset host. IFRS 9 has retained in general the requirements of IAS 39 for financial liabilities, except for the following two aspects: • Fair value changes for financial liabilities (other than financial guarantees and loan commitments) designated at fair value through profit or loss, that are attributable to the changes in the credit risk of the liability, will be presented in other comprehensive income. The remaining amount of the fair value change is recognised in profit or loss. However, if this requirement creates or enlarges an accounting mismatch in profit or loss, then the whole fair value change is presented in profit or loss. The determination as to whether such presentation would create or enlarge an accounting mismatch is made on initial recognition and is not subsequently reassessed. • Derivative liabilities that are linked to and must be settled by delivery of an unquoted equity instrument whose fair value cannot be reliably measured, are measured at fair value. IFRS 9 incorporates the guidance in IAS 39 dealing with fair value measurement and accounting for derivatives embedded in a host contract that is not a financial asset, as well as the requirements of IFRIC 9 Reassessment of Embedded Derivatives. The impact on the financial statements for the Group has not yet been estimated as the standard is not yet finalised. IFRS 10 Consolidated Financial Statements IFRS 10 will be adopted by the Group for the first time for its financial reporting period ending 31 August 2014. The standard will be applied retrospectively, subject to transitional provisions. IFRS 10 introduces a single model to assess control for all investees. The standard will replace the current guidance in IAS 27 and SIC 12. IFRS 10 states that an investor controls an investee when the investor is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. IFRS 10 has introduced a model that will require increased judgement for the Group in determining if it controls an investee. Other key changes include: • de facto control is taken into account to determine if the investor has control over the investee.

205 • substantive voting rights are used to establish if the investor controls the investee, as opposed to the current guidance in IAS 27 that requires that current exercisable potential voting rights are taken into account. The impact on the financial statements for the Group has not yet been estimated.

IFRS 11 Joint Arrangements IFRS 11 will be adopted by the Group for the first time for its financial reporting period ending 31 August 2014. The standard will be applied retrospectively, subject to transitional provisions. IFRS 11 requires that joint arrangements be accounted for as follows: • joint operations that include operations that do not have a separate vehicle, or are established in a separate vehicle (i.e. jointly controlled entity) but are overcome by form or contract, will be accounted for using line- by-line accounting for the underlying assets and liabilities; and • joint ventures that are separate vehicles (i.e. jointly controlled entities) are now required to apply equity accounting. The impact on the financial statements for the Group is likely to be only on additional disclosures as the current accounting policy is already in line with the above.

IFRS 12 Disclosure of Interests in Other Entities IFRS 12 will be adopted by the Group for the first time for its financial reporting period ending 31 August 2014. The standard will be applied retrospectively, subject to transitional provisions. IFRS 12 introduces a single standard for disclosure requirements in subsidiaries, joint arrangements, associates and unconsolidated structured entities. Structured entities are entities that are designed so that voting or similar rights are not the dominant factor in deciding who controls the entity. The disclosure requirements encompass risk exposures for the sponsor of such an entity even if it no longer has any contractual involvement. IFRS 12 expands the disclosure requirements for these entities with the aim to enable the users to evaluate: • the nature of, and risks associated with an entity’s interests in other entities; and • the effects of those interests on the entity’s financial position, financial performance and cash flows. The impact on the financial statements for the Group has not yet been determined.

IFRS 13 Fair Value Measurement IFRS 13 will be adopted by the Group for the first time for its financial reporting period ending 31 August 2014. The standard will be applied prospectively with no requirement to apply the requirements of IFRS 13 in the comparative period. IFRS 13 introduces a single source of guidance for fair value measurements and: • defines fair value; • establishes a framework for fair value measurements; and • sets out disclosure requirements for fair value measurements. IFRS 13 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, i.e. an exit price. The fair value hierarchy disclosures (introduced in IFRS 7 for financial instruments) are extended to non-financial assets and liabilities measured at fair value. This disclosure is also required for non-recurring fair value measurements. The impact on the financial statements for the Group has not yet been estimated.

12. FINANCIAL INFORMATION ON COROVEST OFFSHORE The information set out on pages 216 to 219 relating to Corovest Offshore for the three years ended 30 September 2010, 30 September 2011, 30 September 2012 and for the six months ended 31 March 2013 has been extracted without material adjustment from the audited accounts of Corovest Offshore.

13. SIGNIFICANT ACCOUNTING POLICIES OF COROVEST OFFSHORE

13.1 Statement of compliance The financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the EU and the Companies Acts 1963 to 2009. The significant accounting policies adopted by the Company are set out below:

206 The accounting policies set out below have been applied consistently to all periods presented in these financial statements except for the adoption of new accounting standards as set out below.

13.2 Basis of preparation The preparation of financial statements in conformity with IFRS requires the use of accounting estimates. It also requires management to exercise its judgment in the process of applying the Company’s accounting policies.

13.2.1 Investments in subsidiaries Subsidiaries are entities controlled by the Company. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Subsidiaries are carried at cost less impairment in the company financial statements.

13.2.2 Investment in associates and joint ventures Associates are entities over whose financial and operating policies the Company has the ability to exercise significant influence but not control and which are neither subsidiaries nor joint ventures. Joint ventures are those entities over which the Company exercises joint control in terms of a contractual agreement. Associates and joint ventures are carried at cost less impairment in the Company financial statements. Unrealised gains and losses arising from transactions with associates and joint ventures are eliminated to the extent of the Company’s interest in the entities.

13.3 Foreign currency translation Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the statement of comprehensive income. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated to the functional currency at the foreign exchange rates ruling at the dates that the values are determined.

13.4 Financial instruments - Recognition, classification and measurement

Non-derivative financial instruments Non-derivative financial instruments comprise trade and other receivables, cash and cash equivalents, loans and borrowings, and trade and other payables. Non-derivative financial instruments are recognised initially at fair value plus, for instruments not at fair value through profit or loss, any directly attributable transaction costs, except as described below. A financial instrument is recognised when the Company becomes a party to the contractual provisions of the instrument. Financial assets are derecognised if the Company’s contractual rights to the cash flows from the financial assets expire or if the Company transfers the financial assets to another party without retaining control or substantially all risks and rewards of the asset. Regular way purchases and sales of financial assets are accounted for at trade date, i.e. the date that the Company commits itself to purchase or sell the asset. Financial liabilities are derecognised if the Company’s obligations specified in the contract expire.

Investments at fair value through profit or loss An instrument is classified at fair value through profit or loss if it is held for trading or is designated as such upon initial recognition. Financial instruments are designated through profit or loss if the Company manages such investments and makes purchase and sale decisions based on their fair value. Upon initial recognition, attributable transaction costs are recognised in the income statement when incurred. Financial instruments at fair value through profit or loss are measured at fair value, and changes therein are recognised in the income statement. Fair values are determined by reference to their quoted bid price at the reporting date, where such a price is available. Investment in investment property funds are recorded at the net asset value per share reported by the managers of such funds, which is the best estimate of fair value.

13.5 Impairment Financial assets that are stated at cost or amortised cost are reviewed at each reporting date to determine whether there is objective evidence of impairment. If any such indication exists, an impairment loss is recognised in the

207 statement of comprehensive income as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the financial asset’s original effective interest rate. If in a subsequent period the amount of an impaired loss recognised on a financial asset carried at amortised cost decrease and the decrease can be linked objectively to an event occurring after the write-down, the write-down is reversed through the statement of comprehensive income.

13.6 Cash and cash equivalents Cash and cash equivalents comprise cash balances on hand; cash deposited with financial institutions and short- term call deposits. Cash and cash equivalents have a maturity of less than three months.

13.7 Share capital

Ordinary share capital Ordinary shares are classified as equity. External costs directly attributable to the issue of new shares are shown as a deduction in equity, net of tax, from the proceeds.

13.8 Loans and borrowings Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost with any difference between cost and redemption value being recognised in the statement of comprehensive income over the period of the borrowings on an effective interest basis.

Finance costs Finance costs recognised in the statement of comprehensive income comprise interest payable on borrowings calculated using the effective interest rate method, net of interest capitalised

13.9 Revenue Fee income Fee income is recognised on an accruals basis.

Interest income Interest income is recognised on an accruals basis using the effective interest rate method.

Investment income Investment income is recognised in the statement of comprehensive income on the date the entity’s right to receive dividend payments is established which, in the case of quoted securities, is usually the ex dividend date.

Foreign exchange gains and losses Foreign exchange gains and losses on financial assets and financial liabilities at fair value through profit or loss are recognised together with other changes in the fair value. Included in the line item Foreign exchange loss (refer note 5) are net foreign exchange gains and losses on monetary financial assets and financial liabilities other than those classified at fair value through profit or loss.

14. RESPONSIBILITY 14.1 For the purposes of Rule 19.2 of the City Code and UK Prospectus Rule 5.5.3R(2)(f), the directors of Redefine Properties (whose names are set out in paragraph 1 of this Part XIII) accept responsibility for the information contained in this document relating to Redefine Properties. To the best of their knowledge and belief, having taken all reasonable care to ensure that such is the case, the information contained in this document for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information. 14.2 For the purposes of Rule 19.2 of the City Code and UK Prospectus Rule 5.5.3R(2)(f), the directors of Corovest Offshore (whose names are set out in paragraph 2 of this Part XIII) accept responsibility for the information contained in this document relating to Corovest Offshore. To the best of their knowledge and belief, having taken all reasonable care to ensure that such is the case, the information contained in this document for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

208 Redefine Properties interim condensed Consolidated Statement of Comprehensive Income Unaudited Six months ended 28 February 2013 R’000 Revenue Property portfolio 1 381 083 Contractual rental income 1 303 902 Straight-line rental income accrual 77 181 Listed securities income 182 112 Fee income 129 227 Hotel income 156 598 Trading income 1 810 Total revenue 1 850 830 Operating costs (439 004) Administration costs (90 112) Net operating income 1 321 714 Changes in fair values of properties, listed securities and financial instruments 236 739 Amortisation of intangibles (52 636) Impairment of financial assets, property, plant and equipment, and goodwill – Equity accounted profits/(losses) 73 271 Income from operations 1 579 088 Net interest (381 204) – Interest paid (404 242) – Interest received 23 038 Foreign exchange (loss)/gain 26 260 Income before debenture interest 1 224 144 Debenture interest (930 287) Loss before taxation 293 857 Taxation (74 225) Profit/(Loss) for the period from continuing operations 219 632 Profit/(Loss) from discontinued operations 939 668 Profit/(Loss) for the period 1 159 300 Redefine International shareholders 1 159 463 Non-controlling interests (163) Other comprehensive income (342 740) Exchange differences on translation of foreign continuing operations 29 976 Recycling of exchange differences on translation on deemed disposal of foreign subsidiary (372 716) Total comprehensive income/(loss) for the period 816 560 Redefine International shareholders 820 907 Non-controlling interests (4 347)

209 Redefine Properties interim condensed Consolidated Statements of Financial Position Unaudited As at 28 February 2013 R’000 Assets Non-current assets 31 345 308 Investment properties 21 601 215 – Fair value of investment properties for accounting purposes 20 605 033 – Straight-line rental income accrual 728 403 – Properties under development 267 779 Listed securities 2 664 022 Goodwill 2 755 471 Intangible assets 1 853 825 Interest in associates and joint ventures 1 585 345 Loans receivable 737 946 Guarantee fees receivable 50 000 Property, plant and equipment 97 484 Current assets 428 411 Properties held for trading 27 338 Trade and other receivables 277 240 Loans receivable 12 988 Listed security income 61 491 Cash and cash equivalents 49 354 Non-current assets held for sale 3 377 582 Total assets 35 151 301 Equity and liabilities Shareholders’ interest 16 061 116 Share capital and premium 11 660 936 Reserves 4 400 180 Non-current liabilities – Debenture capital 4 791 714 Linked unitholders’ interest 20 852 830 Non-controlling interests (NCI) 45 842 Total unitholders’ interest 20 898 672 Other non-current liabilities 11 895 482 Interest-bearing liabilities 9 380 964 Interest rate swaps 359 566 Other financial liabilities 54 814 Deferred taxation 2 100 138 Current liabilities 2 357 147 Trade and other payables 560 876 Interest-bearing liabilities 852 000 Other financial liabilities 8 606 Taxation payable 5 378 Linked unitholders for distribution 930 287 Total equity and liabilities 35 151 301 Net asset value per linked unit (excluding deferred tax and NCI) (cents) 831.48 Net tangible asset value per linked unit (excluding deferred tax and NCI) (cents) 664.51

210 Redefine Properties interim condensed Statements of Cash Flow Unaudited Six months ended 28 February 2013 R’000 Cash generated from operations 1 379 031 Net financing costs (381 204) Linked unit distributions paid (879 162) Payments to non-controlling interests (3 556) Net cash inflow/(outflow) from operating activities 97 109 Net cash outflow from investing activities (1 292 127) Net cash inflow from financing activities 891 265 Net movement in cash and cash equivalents (303 753) Cash and cash equivalents at beginning of year 351 333 Translation effects on cash and cash equivalents of foreign operations 1 774 Cash and cash equivalents at end of year 49 354

211 Redefine Properties Consolidated Statement of Comprehensive Income 2012 2011 2010 Year ended 31 August R’000 R’000 R’000 Revenue Property portfolio 3 289 183 2 754 905 2 657 976 – Contractual rental income 3 332 059 2 763 122 2 502 135 – Straight-line rental income accrual (42 876) (8 217) 155 841 Listed security income 360 917 342 367 266 098 Fee income 103 372 205 485 193 364 Hotel income 286 266 157 628 – Trading income 12 414 36 556 19 963 Total revenue 4 052 152 3 496 941 3 137 401 Operating costs (788 818) (732 648) (537 639) Administration costs (232 117) (158 787) (135 904) Net operating income 3 031217 2 605 506 2 463 858 Changes in fair values of properties, listed securities and financial instruments 227 078 532 305 1 359 269 Amortisation of intangibles (101 105) (96 808) (108 142) Impairment of financial assets, property, plant and equipment, and goodwill – (848 713) (64 143) Equity-accounted profits/(losses) 105 629 (19 988) (62 931) Income from operations 3 262 819 2 172 302 3 587 911 Net interest (1 712 981) (937 467) (559 306) – Interest paid (1 912 318) (1 098 871) (843 211) – Interest received 199 337 161 404 283 905 Foreign exchange (loss)/gain (36 656) 1 649 28 967 Income before debenture interest 1 513 182 1 236 484 3 057 572 Debenture interest (1 742 715) (1 825 321) (1 777 412) Loss before taxation (229 533) (588 837) 1 280 160 Taxation (537 318) 25 575 (199 884) Loss after taxation (766 851) (563 262) 1 080 276 – Attributable to Redefine Properties unitholders 342 079 (519 311) 1 097 346 – Attributable to non-controlling interests (1 108 930) (43 951) (17 070) Other comprehensive income 451 351 112 242 (142 507) Exchange differences on translation of international operations 451 351 107 598 (133 364) Deferred profit on residential property realised – – (9 488) Revaluation of PPE (net of deferred taxation) – 4 644 345 Total comprehensive loss (315 500) (451 020) 937 769 – Attributable to Redefine Properties unitholders 621 476 (267 349) 958 382 – Attributable to non-controlling interests (936 976) (183 671) (20 613) – Actual number of linked units in issue (’000) 2 760 497 2 684 295 2 684 295 – Weighted number of linked units in issue 2 694 914 2 684 295 2 661 915 – Earnings and diluted earnings per linked unit (cents) 77.36 48.65 107.10 – Headline earnings and diluted earnings per linked unit (cents) 125.02 71.22 97.30 – Distribution per linked units (cents) 64.00 68.00 66.50

212 Redefine Properties Consolidated Statements of Financial Position 2012 2011 2010 As at 31 August R’000 R’000 R’000 Assets Non-current assets 43 376 376 40 036 545 33 122 788 Investment properties 29 735 776 28 847 983 21 650 529 – Fair value of investment properties for accounting purposes 28 754 581 27 775 325 20 553 136 – Straight-line rental income accrual 651 223 694 099 702 316 – Properties under development 329 972 378 559 395 077 Listed securities 5 341 485 4 664 346 5 099 485 Goodwill 2 753 971 2 570 534 3 304 984 Intangible assets 1 905 363 1 279 075 1 377 825 Interest in associates and joint ventures 1 963 050 1 236 726 346 227 Loans receivable 1 527 301 1 323 126 1 107 016 Other financial assets 5 349 12 938 4 115 Guarantee fees receivable 50 000 21 349 21 349 Property, plant and equipment 94 081 80 468 211 258 Current assets 1 245 426 1 680 759 1 497 974 Properties held for trading 25 833 31 052 128 317 Trade and other receivables 678 791 742 666 572 277 Guarantee fees receivable 21 349 – 37 037 Loans receivable 12 546 51 210 – Listed security income 155 574 195 683 153 363 Cash and cash equivalents 351 333 660 148 606 980 Non-current assets held for sale 2 134 453 2 646 183 351 359 Total assets 46 756 255 44 363 487 34 972 121 Equity and liabilities Shareholders’ interest 15 250 599 14 785 027 15 148 609 Share capital and premium 11 660 936 11 788 301 11 788 301 Reserves 3 589 663 2 996 726 3 360 308 Non-current liabilities – Debenture capital 4 791 714 4 831 731 4 831 731 Linked unitholders’ interest 20 042 313 19 616 758 19 980 340 Non-controlling interests (NCI) 1 301 316 2 271 224 652 839 Total unitholders’ interest 21 343 629 21 887 982 20 633 179 Other non-current liabilities 15 259 932 17 962 566 11 258 920 Interest-bearing liabilities 12 648 732 16 166 163 9 562 035 Interest rate swaps 468 064 358 090 199 933 Other financial liabilities 62 767 11 516 8 596 Deferred taxation 2 080 369 1 426 797 1 488 356 Current liabilities 8 921 389 4 425 578 3 080 022 Trade and other payables 953 012 1 037 126 636 386 Interest-bearing liabilities 6 793374 2 158 496 1 987 306 Interest rate swaps 72 046 187 693 – Other financial liabilities 15 948 – – Provisions 161 769 – – Taxation payable 28 078 49 074 – Linked unitholders for distribution 897 162 993 189 456 330 Non-current liabilities held for sale 1 231 305 87 361 –

213 2012 2011 2010 As at 31 August R’000 R’000 R’000 Total equity and liabilities 46 756 255 44 363 487 34 972 121 Number of linked units in issue 2 760 497 2 684 295 2 684 295 336 Net asset value per linked unit (excluding deferred tax and NCI) (cents) 801.40 783.95 799.79 Net tangible asset value per linked unit (excluding deferred tax and NCI) (cents) 632.62 640.54 625.34

214 Redefine Properties Consolidated Statements of Cash Flows 2012 2011 2010 Year ended 31 August R’000 R’000 R’000 CASH FLOWS FROM OPERATING ACTIVITIES Cash generated from operations 3 227 398 2 819 013 2 180 116 Interest paid (1 536 754) (1 098 871) (843 211) Interest received 157 904 161 404 283 905 Distributions paid (1 838 742) (1 288 462) (1 632 300) Distributions paid to non-controlling interests (92 860) (47 969) (14 522) Taxation paid (103 365) – – Taxation refund – – 98 Net cash (utilised)/generated in operating activities (186 419) 545 115 (25 914) CASH FLOWS FROM INESTING ACTIVITIES Acquisition and development of investment properties (3 338 672) (3 246 058) (1 338 596) Acquisition of listed securities (434 611) (325 583) (1 629 368) Acquisition of property, plant and equipment (18 380) (323 686) (42 062) Acquisition of subsidiaries (684 500) – (249 766) Proceeds on disposal of investment properties 1 641 275 709 897 121 085 Proceeds on disposal of listed securities 574 135 144 481 9 316 Proceeds on the disposal of property, plant and equipment 23 121 332 260 Proceeds on the disposal of property held for trading – – 22 192 Loans (advanced to)/repaid by related parties (163 978) (272 241) 14 438 Dividend received from associates 141 782 66 323 16 995 Investment in associates (325 580) (107 788) (38 574) Cash balances of subsidiaries acquired (net of acquisition costs) 18 161 460 214 – Other financial assets acquired – (8 823) (1 590) Net cash (utilised)/generated from investing activities (2 590 345) (2 781 932) (3 115 670) CASH FLOWS FROM FINANCING ACTIVITIES Linked units issued 650 000 – 249 606 Linked units issued to non-controlling interests 109 963 1 075 081 – Issue expenses (3 941) – – Increase/(decrease) in interest-bearing borrowings 1 637 381 1 209 886 3 428 776 Net cash generated/(utilised) from financing activities 2 393 403 2 284 967 3 678 382 Net movement in cash and cash equivalents (383 361) 48 150 536 798 Cash and cash equivalents at beginning of year 660 148 606 980 111 154 Effect of foreign exchange fluctuations on acquisition 74 546 5 018 (40 972) Cash and cash equivalents at end of year 351 333 660 148 606 980

215 Corovest Offshore Statement of Comprehensive Income 2013 2012 2011 2010 £’000 £’000 £’000 £’000 Revenue Fee income – 83642 Investment income 239 1 256 988 224 Total revenue 239 1 264 1 024 266 Expenses Staff costs – (8) (13) (33) Other operating costs (26) (72) (52) (155) Operating (loss)/gain (99) (2 894) (535) 2 656 Total expenses (125) (2 974) (600) 2 468 Operating profit/(loss) (114) (1 710) (424) 2 734 Finance and investment income 1 624 542 479 Finance expense (45) (92) (120) (95) Gain/(loss) from financial assets and liabilities 589 (905) 390 4 079 Profit/(loss) for the year before tax 659 (2 083) 1 236 7 197 Taxation – ––– Profit/(loss) for the year after tax 659 (2 083) 1 236 7 197 Other comprehensive income – ––– Total comprehensive income 659 (2 083) 1 236 7 197 All the company’s activities are considered to be continuing.

216 Corovest Offshore Statement of Financial Position 2013 2012 2011 2010 £’000 £’000 £’000 £’000 Assets Non-current assets Long term receivables 221 488 488 543 Investments designated at fair value through profit or loss 8 366 5 813 10 244 9 818 Investment in subsidiaries – ––– Investments in joint ventures – – 2 058 1 695 Total non-current assets 8 587 6 301 12 790 12 056 Current assets Trade and other receivables – 1 598 2 560 261 Cash and cash equivalents 933 1 112 1 589 1 243 Total assets 9 520 9 011 16 939 13 560 Equity and liabilities Capital and reserves Share capital 1 111 Share premium 2 656 2 656 2 656 2 656 Retained earnings 5 143 4 484 8 900 10 103 Total equity 7 800 7 141 11 557 12 670 Non-current liabilities Trade and other payables 1 720 1 860 1 770 – Current liabilities Trade and other payables – 10 3 612 890 Total liabilities 1 720 1 870 5 382 890 Total equity and liabilities 9 520 9 011 16 939 13 560

217 Corovest Offshore Statement of Cash Flows Share Share Retained capital premium earnings Total £’000 £’000 £’000 £’000 Balance at 1 October 2008 1 2 656 3 529 6 186 Net loss for the year – – (713) (713) Balance at 30 September 2009 1 2 656 2 816 5 473 Balance at 1 October 2009 1 2 656 2 816 5 473 Net profit for the year – – 7 197 7 197 Balance at 30 September 2010 1 2 656 10 013 12 670 Balance at 1 October 2010 1 2 656 10 013 12 670 Net profit for the year – – 1 236 1 236 Dividend paid – – (2 349) (2 349) Balance at 30 September 2011 1 2 656 8 900 11 557 Balance at 1 October 2011 1 2 656 8 900 11 557 Net profit for the year – – (2 083) (2 086) Dividend paid – – (2 333) (2 333) Balance at 30 September 2012 1 2 656 4 484 7 138 Balance at 1 October 2012 1 2 656 4 484 7 138 Net profit for the year – – 659 1 236 Balance at 31 March 2013 1 2 656 5 143 7 800

218 Corovest Offshore Statement of Changes in Equity 2013 2012 2011 2010 £’000 £’000 £’000 £’000 Cash flows from operating activities Profit/(loss) before tax 659 (2 083) 1 236 7 197 Adjusted for: Net gains on disposal of subsidiary – – – (9 879) Fair value adjustment on investment in subsidiary – – – (3 743) Bad debts provision 99 342 30 75 Impairment – 2 552 506 7 156 (Gains)/losses from financial assets and liabilities (589) 905 (390) (336) Dividend received (239) (1 256) (988) (224) Finance income (1) (624) (542) (479) Finance expense 45 92 120 95 Cash utilised in operations (26) (72) (28) (138) Changes in working capital (611) (482) (241) (3 430) Cash utilised in operations (637) – (269) (3 568) Interest paid – – – (95) Net cash utilised in operating activities (637) (554) (269) (3 663) Cash flows from investing activities Interest received 1 2438 Dividend received 457 1 071 955 224 Disposal of subsidiary – – – 12 840 Decrease/(increase) in long-term receivables – – 55 (7 111) Acquisition of investments designated at fair value – – (36) (798) Disposal of investments designated at fair value – – – 100 Increase in investment in joint ventures – (163) (363) (387) Net cash generated from investing activities 458 910 615 4 906 Cash flow from financing activities Increase in borrowings – – 2 349 – Dividend paid – (833) (2 349) – Net cash generated from financing activities – (833) – – Net (decrease)/increase in cash (179) (477) 346 1 243 Net cash at the beginning of the year 1 112 1 589 1 243 – Net cash at the end of the year 933 1 112 1 589 1 243

219 PART XIV

PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

The proposed New Articles are substantially based upon the Company’s existing Articles of Association. However, changes are required to be made to the existing Articles to allow the Company to operate as a UK-REIT, to re-register as a 2006 Act company, to include provisions associated with the adoption and operation of the Share Plans and to satisfy certain JSE Listings Requirements. Set out below is a non-exhaustive list of the principal changes which are proposed in relation to the New Articles for each of these elements.

1. UK-REIT REQUIREMENTS In order to enable the Company to demonstrate to HMRC that it has taken reasonable steps to avoid paying a dividend (or making any other distribution) to a Substantial Shareholder, it is proposed that the current Articles should be amended. For these purposes, a “Substantial Shareholder” is a company that: • is beneficially entitled, directly or indirectly, to 10 per cent or more of the Company’s distributions; • is beneficially entitled, directly or indirectly, to 10 per cent or more of the Company’s share capital; or • controls, directly or indirectly, 10 per cent or more of the voting rights of the Company. Ordinary Shares held as nominee are disregarded for this purpose. For these purposes, a “company” includes any body corporate and certain entities which are deemed to be bodies corporate for the purposes of overseas jurisdictions with which the UK has a double taxation agreement or for the purposes of such double tax agreements. If a distribution is paid to a Substantial Shareholder and the Company has not taken reasonable steps to avoid doing so, the Company would become subject to a tax charge. In summary, the amendments contained in the New Articles: • provide the Directors with powers to identify Substantial Shareholders; • prohibit the payment of dividends on Ordinary Shares that form part of a Substantial Shareholding, unless certain conditions are met; • allow dividends to be paid on Ordinary Shares that form part of a Substantial Shareholding where the Shareholder has disposed of its rights to dividends on its Ordinary Shares; and • seek to ensure that if a dividend is paid on Ordinary Shares that form part of a Substantial Shareholding and arrangements of the kind referred to in the preceding sub-paragraph are not met, the Substantial Shareholder concerned does not become beneficially entitled to that dividend. References in this Part to a “Substantial Shareholding” are to the Ordinary Shares in respect of which a Substantial Shareholder is entitled to dividends, directly or indirectly, and/or to which a Substantial Shareholder is beneficially entitled, directly or indirectly, and/or the votes attached to which are controlled, directly or indirectly, by the Substantial Shareholder. References in this Part to dividends include other distributions. The effects of these changes are explained in further detail below:

1.1 Identification of Substantial Shareholders The share register of the Company records the legal owners and the number of Ordinary Shares they own in the Company but does not identify the persons who are beneficial owners of the Ordinary Shares or are entitled to control the voting rights attached to the Ordinary Shares or are beneficially entitled to dividends. Accordingly, the New Articles require a Substantial Shareholder and any registered Shareholder holding Ordinary Shares on behalf of a Substantial Shareholder to notify the Company if its Ordinary Shares form part of a Substantial Shareholding. Such a notice must be given within two business days. If a person is a Substantial Shareholder at the date the New Articles are adopted, that Substantial Shareholder (and any registered Shareholder holding Ordinary Shares on its behalf) must give such a notice within two business days after the date the New Articles are adopted.

220 The New Articles give the Board the right to require any person to provide information in relation to any Ordinary Shares in order to determine whether the Ordinary Shares form part of a Substantial Shareholding. If the required information is not provided within the time specified (which would be seven days after a request is made or such other period as the Board may decide), the Board would be entitled to impose sanctions, including withholding dividends (as described in paragraph 1.2 below) and/or requiring the transfer of the Ordinary Shares to another person who is not, and does not thereby become, a Substantial Shareholder (as described below).

1.2 Preventing payment of a dividend to a Substantial Shareholder The New Articles provide that a dividend will not be paid on any Ordinary Shares that the Board believes may form part of a Substantial Shareholding unless the Board is satisfied that the Substantial Shareholder is not beneficially entitled to the dividend. If, in these circumstances, payment of a dividend is withheld, the dividend will be paid subsequently if the Board is satisfied that: i. the Substantial Shareholder concerned is not beneficially entitled to the dividends (see also paragraph 1.3 below); ii. the shareholding is not part of a Substantial Shareholding; iii. all or some of the Ordinary Shares and the right to the dividend have been transferred to a person who is not, and does not thereby become, a Substantial Shareholder (in which case the dividends would be paid to the transferee); or iv. sufficient Ordinary Shares have been transferred (together with the right to the dividends) such that the Ordinary Shares retained are no longer part of a Substantial Shareholding (in which case the dividends would be paid on the retained Ordinary Shares). For this purpose, references to the “transfer” of an Ordinary Share include the disposal (by any means) of beneficial ownership of, control of voting rights in respect of and beneficial entitlement to dividends in respect of, that Ordinary Share.

1.3 Payment of a dividend where rights to it have been transferred The New Articles provide that dividends may be paid on Ordinary Shares that form part of a Substantial Shareholding if the Board is satisfied that the right to the dividend has been transferred to a person who is not, and does not thereby become, a Substantial Shareholder and the Board may be satisfied that the right to the dividend has been transferred if it receives a certificate containing appropriate confirmations and assurances from the Substantial Shareholder. Such a certificate may apply to a particular dividend or to all future dividends in respect of Ordinary Shares forming part of a specified Substantial Shareholding, until notice rescinding the certificate is received by the Company. A certificate that deals with future dividends will include undertakings by the person providing the certificate: i. to ensure that the entitlement to future dividends will be disposed of; and ii. to inform the Company immediately of any circumstances which would render the certificate no longer accurate. The Directors may require that any such certificate is copied or provided to such persons as they may determine, including HMRC. If the Board believes a certificate given in these circumstances is or has become inaccurate, then it will be able to withhold payment of future dividends (as described in paragraph 1.2 above). In addition, the Board may require a Substantial Shareholder to pay to the Company the amount of any tax payable (and other costs incurred) as a result of a dividend having been paid to a Substantial Shareholder in reliance on the inaccurate certificate. The Board may (as described in paragraph 1.5 below) arrange for the sale of the relevant Ordinary Shares and retain any such amount from the proceeds. Any such amount may also be recovered out of dividends to which the Substantial Shareholder concerned may become entitled in the future. Certificates provided in the circumstances described above will be of considerable importance to the Company in determining whether dividends can be paid. If the Company suffers loss as a result of any misrepresentation or breach of undertaking given in such a certificate, it may seek to recover damages directly from the person who has provided it. The effect of these provisions is that there is no restriction on a person becoming or remaining a Substantial Shareholder provided that the person who does so makes appropriate arrangements to divest itself of the entitlement to dividends.

221 1.4 Trust arrangements where rights to dividends have not been disposed of by a Substantial Shareholder The New Articles provide that if a dividend is, in fact, paid on Ordinary Shares forming part of a Substantial Shareholding (which might occur, for example, if a Substantial Shareholding is split among a number of nominees and is not notified to the Company prior to a dividend payment date) the dividends so paid are to be held on trust by the recipient for any person (who is not a Substantial Shareholder) nominated by the Substantial Shareholder concerned. The person nominated as the beneficiary could be the purchaser of the Ordinary Shares if the Substantial Shareholder is in the process of selling down their holding so as not to cause the Company to breach the Substantial Shareholder rule. If the Substantial Shareholder does not nominate anyone within 12 years, the dividend concerned will be held on trust for the Company or any other person nominated by the Board. If the recipient of the dividend passes it on to another without being aware that the Ordinary Shares in respect of which the dividend was paid were part of a Substantial Shareholding, the recipient will have no liability as a result. However, the Substantial Shareholder who receives the dividend should do so subject to the terms of the trust and as a result may not claim to be beneficially entitled to those dividends.

1.5 Mandatory sale of Substantial Shareholdings The New Articles also allow the Board to require the disposal of Ordinary Shares forming part of a Substantial Shareholding if: i. a Substantial Shareholder has been identified and a dividend has been announced or declared and the Board has not been satisfied that the Substantial Shareholder has transferred the right to the dividend (or otherwise is not beneficially entitled to it); ii. there has been a failure to provide information requested by the Board; or iii. any information provided by any person proves materially inaccurate or misleading. If a disposal of shares required by the Board is not completed within the timeframe specified by the Board or if the Company incurs a charge to tax as a result of a dividend having been paid on a Substantial Shareholding, the Board may arrange for the sale of the relevant Ordinary Shares and for the Company to retain from the sales proceeds an amount equal to any tax so payable.

1.6 Takeovers The New Articles do not prevent a person from acquiring control of the Company through a takeover or otherwise, although as explained above, such an event may cause the Group to cease to qualify as a UK-REIT.

1.7 Other The New Articles also give the Company power to require any Shareholder who applies to be paid dividends without any tax withheld to provide such certificate as the Board may require to establish the Shareholder’s entitlement to that treatment. The New Articles also confirm that the relevant sections may be amended by special resolution passed by Shareholders in the future, including to give powers to the Directors to ensure that the Company can comply with the close company condition, described in paragraph 1.2 of Part XI of this document, which powers may include the ability to arrange for the sale of shares on behalf of Shareholders. Finally, certain additional amendments are being proposed to the current Articles in order to remove certain requirements to conduct business in or from the Isle of Man (which were previously necessary in order to ensure that the Company maintained its tax residence in the Isle of Man) as such provisions will no longer be required once the Company enters the UK-REIT regime and becomes solely tax resident in the United Kingdom.

2. 2006 ACT REQUIREMENTS

2.1 Shareholders resolutions The 2006 Act does not differentiate between ordinary resolutions (passed by a simple majority of votes cast in relation to the relevant resolution) and special resolutions (passed by a majority of three-quarters of votes cast in relation to it). However, there is no prohibition on the Company adopting such a differentiation if it chooses to do so. Accordingly, the New Articles as a general rule retain the requirements for ordinary resolutions and special resolutions in the circumstances where these are required under the current articles or by the rules of the LSE or the JSE.

222 2.2 Authorised Share Capital Companies incorporated under the 2006 Act are not required to have an authorised share capital. However, the New Articles state that, unless increased by ordinary resolution, the maximum number of ordinary shares in the Company’s capital available for issue remains 1 800 000 000 Ordinary Shares with a par value of £0.08 (8 pence).

2.3 Reduction of capital The New Articles will permit the Company, by a special resolution of the Shareholders, to reduce its share capital, subject to the Directors being satisfied, on reasonable grounds, that the Company will immediately after such reduction satisfy the statutory solvency test. Unlike under the 1931 Act, no application to the Isle of Man High Court will be required to sanction such reduction.

2.4 Purchase of Shares The New Articles will permit the buy-back of shares without the restrictions which currently apply under the 1931 Act whereby such a purchase can only be funded from distributable profits or the proceeds of a fresh issue of shares made for the purpose of the repurchase. Instead the New Articles will enable the Company, by a resolution of the Directors (and subject to approval by the Shareholders as hereinafter mentioned), to purchase or otherwise acquire any of its own shares for any consideration provided the Directors are satisfied, on reasonable grounds, that the Company will immediately after the purchase or acquisition satisfy the statutory solvency test.Such a buy-back is subject to the rules of the London Stock Exchange and the JSE and will therefore be subject to Shareholder approval so far as required by such rules.

2.5 Annual General Meetings Because the 2006 Act does not require annual general meetings, the New Articles impose an obligation upon the Directors to convene general meetings annually.

2.6 Secretary The 2006 Act does not require the appointment of a company secretary. The New Articles, however, permit the Directors to continue to appoint a secretary.

2.7 Dividends The New Articles contain provisions relating to income dividends and distributions which are substantially the same in effect to those which are contained in the Company’s existing articles of association.

2.8 Capitalisation of profits The provisions in relation to capitalisation of profits contained in the existing articles of association have been largely retained except that the capitalisation will only be permitted in terms of the New Articles if the Directors are satisfied, on reasonable grounds, that the Company will, immediately thereafter, satisfy the statutory solvency test.

2.9 Commissions The New Articles will provide that the Company may in connection with the issue of any shares exercise all powers of paying commission and brokerage conferred or permitted by the 2006 Act. The 2006 Act provides that a company may pay commissions at such rates or in such amounts as the directors may determine to any person in consideration of such person subscribing, or agreeing to subscribe, whether absolutely or conditionally, for any shares in the company, or procuring or agreeing to procure subscriptions, whether absolute or conditional, for any shares in the company.

2.10 Audit The New Articles provide that the Company in general meeting by ordinary resolution appoints and removes the Auditors. The Auditors in office at the date of adoption of the New Articles will continue in office after Re-registration. The New Articles also provide that the Directors may fill any casual vacancy in the office of Auditor. The remuneration of the Auditors will be fixed by the Company in general meeting by ordinary resolution or in such manner as the Company in general meeting by ordinary resolution may determine (subject to which the Directors may fix the remuneration of an Auditor appointed by the Directors). The New Articles give the Auditors rights of access to the books and accounts and vouchers of the Company, and to require information and explanations from the Directors.

223 2.11 Accounts As is the position under the 1931 Act, the New Articles will require a printed copy of the Directors’ and auditors’ reports accompanied by printed copies of the annual accounts (comprising a profit and loss account and a balance sheet) to be laid before the Company in general meeting within six months of the date of the balance sheet comprised in such accounts.

2.12 Amendment to Constitutional Documents Unlike the 1931 Act, the 2006 Act does not require a special resolution of the members of a company to amend the memorandum or articles of association. However, following the Re-registration the New Memorandum will provide that it and the New Articles may only be amended by a resolution passed by a majority of not less than three-fourths of such members as, being entitled so to do, vote in person or by proxy at the general meeting at which such resolution is proposed.

3. SHARE PLANS REQUIREMENTS Certain provisions are proposed to be incorporated into the New Articles to facilitate the adoption and operation of the Share Plans. The New Articles will provide in this regard that Ordinary Shares may be issued for the purposes of the Share Plans (either directly to participants therein or to any employee benefit trust operated in conjunction with the Share Plans) on a non-pre-emptive basis. The New Articles will also allow the Company to issue Ordinary Shares in return for non-cash consideration at least equivalent in value to the aggregate par value of the relevant number of Ordinary Shares.

4. JSE REQUIREMENTS In connection with the Company’s secondary listing on the JSE, the Company has agreed to amend its current Articles which the JSE deems to be contrary to the provisions of the JSE Listings Requirements and specifically requested the Company to change. These amendments are as follows:

4.1 Transferability of shares Under the current Articles, the Board may, in its absolute discretion and without giving any reason, refuse to register any transfer of a certificated share (or renunciation of a renounceable letter of allotment) unless it meets certain specified requirements. This power has been amended in the New Articles so that the free transferability of shares is not restricted in any manner that is contradictory to the JSE Listings Requirements.

4.2 Disclosure of interests in shares The current Articles give the Directors certain powers to withhold payment of dividends to certain Shareholders if they fail to disclose whether they are resident in the Isle of Man. It is proposed that these powers be removed in the New Articles.

4.3 Power of sale in relation to untraced Shareholders The current Articles provide the Directors with the power to sell Ordinary Shares belonging to Shareholders which cannot be traced for more than 12 years. It is proposed that these powers of sale be in the New Articles. The Directors have provided the JSE with an undertaking that the Company will not exercise the authority as currently granted to them in terms of the provisions of the current Articles set out above, which provisions the JSE has specifically requested be deleted or amended. A copy of the New Articles is available for inspection in accordance with paragraph 28 of Part XV and at the place of the EGM for at least 15 minutes before and during the meeting.

224 PART XV

ADDITIONAL INFORMATION

1. RESPONSIBILITY 1.1 The Company, the Directors and the Proposed Director, whose names are set out on page 24 of this document, accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Company, the Directors and the Proposed Director (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. 2. THE COMPANY 2.1 On 28 June 2004, the Company was incorporated in the Isle of Man as a public company limited by shares under the Isle of Man Act with registered number 111198C. 2.2 The Company’s main activity is that of an unregulated investment company. The Company must manage and invest its assets in accordance with its investment policy from time to time. 2.3 The principal legislation under which the Company currently operates is the IOM Act and the regulations made thereunder. Pursuant to Resolution 3 to be proposed at the EGM, the Company is seeking to re-register, and therefore operate under and pursuant to, the 2006 Act and the regulations made thereunder. 2.4 The liability of the Shareholders is limited. 2.5 The Company currently does not have a place of business in the UK. The Company’s registered office is at Top Floor, 14 Athol Street, Douglas, Isle of Man, IM1 1JA, telephone number +44 (0) 1624 689589. If Resolutions 1, 2 and 3 are passed and the Company obtains UK-REIT status the Company’s place of business will be 2nd floor, 30 Charles II Street, London SW1Y 4A E. 2.6 The Company is not regulated or authorised in any jurisdiction. 2.7 The Company is the holding company of the Group. The Company owns the entire issued share capital of the Subsidiaries (except where stated), further details of which are set out in paragraph 2.8 below. Between them, the Subsidiaries wholly-own the legal titles to the properties. 2.8 The following table contains a list, as at the date of this document, of the subsidiary undertakings of the Company that will be significant in terms of the Company’s assets and liabilities, financial position and profits and losses:

Country of Percentage of Name Business incorporation shareholding Wichford Centenary Court Limited Property Holding Company BVI 100 Wichford Edgbaston Holdings Limited Holding Company BVI 100 B. Holding II GmbH Limited Partner Germany 46.45 B. Holding III GmbH Limited Partner Germany 46.45 Ludwigsburg Real Estate Management GmbH Limited Partner Company Germany 48.87 Ticino Real Estate Management GmbH Limited Partner Company Germany 48.87 Wichford Edgbaston Limited Property Holding Company Gibraltar 100 Wichford Aberdeen (Atholl House) Limited Holding Company Isle of Man 100 Wichford Aberdeen (Cullen House) Limited Property Holding Company Isle of Man 100 Wichford Acton Limited Property Holding Company Isle of Man 100 Wichford Alpha Limited Holding Company Isle of Man 100 Wichford Atherton Wigan Limited Property Holding Company Isle of Man 100 Wichford Barnsley Limited Property Holding Company Isle of Man 100 Wichford Basildon No. 1 Limited Property Holding Company Isle of Man 100

225 Country of Percentage of Name Business incorporation shareholding Wichford Bedford Limited Property Holding Company Isle of Man 100 Wichford Beta Limited Holding Company Isle of Man 100 Wichford Billingham Limited Property Holding Company Isle of Man 100 Wichford Birkenhead Limited Property Holding Company Isle of Man 100 Wichford Birmingham Limited Property Holding Company Isle of Man 100 Wichford Bradford Limited Property Holding Company Isle of Man 100 Wichford Bridgewater Limited Property Holding Company Isle of Man 100 Wichford Bristol Limited Property Holding Company Isle of Man 100 Wichford Bromley Limited Property Holding Company Isle of Man 100 Wichford Chatham Limited Property Holding Company Isle of Man 100 Wichford Chelmsford Limited Property Holding Company Isle of Man 100 Wichford Chester Limited Property Holding Company Isle of Man 100 Wichford Chippenham Limited Property Holding Company Isle of Man 100 Wichford DSA Uxbridge Limited Property Holding Company Isle of Man 100 Wichford Dalkeith Limited Property Holding Company Isle of Man 100 Wichford Delta Limited Holding Company Isle of Man 100 Wichford DSA Dundee Limited Property Holding Company Isle of Man 100 Wichford Dundee Limited Property Holding Company Isle of Man 100 Wichford Durley Limited Property Holding Company Isle of Man 100 Wichford Equitable House Limited Property Holding Company Isle of Man 100 Wichford Europe Limited Holding Company Isle of Man 100 Wichford G1 Limited Property Holding Company Isle of Man 100 Wichford G2 Limited Property Holding Company Isle of Man 100 Wichford G3 Limited Unitholder Isle of Man 100 Wichford G4 Limited Unitholder Isle of Man 100 Wichford Gamma Limited Holding Company Isle of Man 100 Wichford Gillingham Ltd Property Holding Company Isle of Man 100 Wichford Glidewell Limited Property Holding Company Isle of Man 100 Wichford Grays Limited Property Holding Company Isle of Man 100 Wichford Halle Limited Limited Partner Isle of Man 100 Wichford Halle II Limited Limited Partner Isle of Man 100 Wichford Halle III Limited Limited Partner Isle of Man 100 Wichford Halle IV Limited Limited Partner Isle of Man 100 Wichford Hartlepool Limited Property Holding Company Isle of Man 100 Wichford Lindsay Limited Property Holding Company Isle of Man 100 Wichford Liverpool Limited Property Holding Company Isle of Man 100 Wichford Manchester Limited Property Holding Company Isle of Man 100 Wichford Molineux Wolverhampton Limited Property Holding Company Isle of Man 100 Wichford Newcastle Limited Property Holding Company Isle of Man 100 Wichford Newington Causeway Limited Property Holding Company Isle of Man 100 Wichford Newport Road Limited Property Holding Company Isle of Man 100 Wichford Northampton Limited Property Holding Company Isle of Man 100 Wichford North Street Limited Property Holding Company Isle of Man 100 Wichford Norwich Limited Property Holding Company Isle of Man 100 Wichford Paisley Limited Property Holding Company Isle of Man 100 Wichford Park Place Leeds Limited Property Holding Company Isle of Man 100 Wichford Parliament Square Edinburgh Limited Property Holding Company Isle of Man 100 Wichford Peterborough Limited Property Holding Company Isle of Man 100 Wichford Plymouth Limited Property Holding Company Isle of Man 100

226 Country of Percentage of Name Business incorporation shareholding Wichford Property Holdings No. 3 Limited Property Holding Company Isle of Man 100 Wichford Redcar Limited Property Holding Company Isle of Man 100 Wichford Rotherham Limited Property Holding Company Isle of Man 100 Wichford Salford Quays Limited Property Holding Company Isle of Man 100 Wichford Sheffield Limited Property Holding Company Isle of Man 100 Wichford Smethwick Limited Property Holding Company Isle of Man 100 Wichford Sparkhill Limited Property Holding Company Isle of Man 100 Wichford St. Asaph Limited Property Holding Company Isle of Man 100 Wichford St George House Leeds Limited Property Holding Company Isle of Man 100 Wichford St. Helens Limited Property Holding Company Isle of Man 100 Wichford St. Mellons Limited Property Holding Company Isle of Man 100 Wichford Swansea Limited Property Holding Company Isle of Man 100 Wichford Swindon Limited Property Holding Company Isle of Man 100 Wichford Tamar Limited Property Holding Company Isle of Man 100 Wichford Temple Back Limited Property Holding Company Isle of Man 100 Wichford Waterside Leeds Limited Property Holding Company Isle of Man 100 Wichford Wellesley Road Ltd Property Holding Company Isle of Man 100 Wichford West Tullos Aberdeen Limited Property Holding Company Isle of Man 100 Wichford Weymouth Limited Property Holding Company Isle of Man 100 Wichford Wigan Limited Property Holding Company Isle of Man 100 Wichford Wolverhampton Limited Property Holding Company Isle of Man 100 Wichford Woodlands Limited Property Holding Company Isle of Man 100 Wichford Zeta Limited Holding Company Isle of Man 100 Exchange House Unit Trust Property Holding Unit Trust Jersey 100 Wichford Harrow Limited Property Holding Company Jersey 100 Wichford Ipswich Limited Property Holding Company Jersey 100 Wichford Oldham Limited Property Holding Company Jersey 100 Wichford Southampton Ltd Property Holding Company Jersey 100 Wichford VGB Holding Sarl Holding Company Luxembourg 49.00 Cooperatie Redefine International Real Estate U.A. Holding Company Netherlands 100 Redefine International Den Haag B.V. Property Holding Company Netherlands 100 Atholl No 1 Limited Property Holding Company UK 100 Atholl No 2 Limited Property Holding Company UK 100 Wichford Aberdeen No. 1 Limited Property Holding Company UK 100 Wichford Aberdeen No. 2 Limited Property Holding Company UK 100 Wichford Ladywell Limited Property Holding Company UK 100 Wichford Property General Partner Limited General Partner UK 100 Acton Properties Limited Investment Holding Company BVI 100 Churchill Court Limited Property Holding Company BVI 25.00 Ciref Coventry Limited Holding Company BVI 50.00 Ciref Crawley Investments Limited Holding Company BVI 50.00 Ciref Crawley Limited Holding Company BVI 25.00 Ciref Europe Limited Holding Company BVI 95.99 Ciref Jersey Limited Holding Company BVI 100 Ciref Malthurst Limited Holding Company BVI 100 Gibson Property Holdings Limited Property Holding Company BVI 100 Newington House Limited Property Holding Company BVI 100

227 Country of Percentage of Name Business incorporation shareholding Redefine Hotel Holdings Limited Holding Company BVI 71.05 Redefine Hotels Portfolio 1 Limited Property Holding Company BVI 71.05 Redefine Hotels Portfolio 2 Limited Property Holding Company BVI 71.05 Redefine Hotels Portfolio III Limited Property Holding Company BVI 71.05 Redefine Hotels Portfolio IV Limited Property Holding Company BVI 71.05 Redefine Hotels Portfolio V Limited Property Holding Company BVI 71.05 Redefine Hotels Reading Limited Property Holding Company BVI 71.05 Redefine Wigan Limited Holding Company BVI 50.00 Seaham Wax Limited Holding Company BVI 100 St Georges Harrow Limited Property Holding Company BVI 100 Swansea Estates Limited Property Holding Company BVI 50.00 Trito Kwik-Fit Limited Holding Company BVI 100 Trito Gibson Limited Holding Company BVI 100 Tritam Investments Limited Holding Company BVI 100 Twenty Six The Esplanade Limited Holding Company BVI 50.00 Chelvey Holdings Limited Holding Company Cyprus 64.02 Ciref Berlin (Cyprus) Limited Holding Company Cyprus 95.99 Ciref Nepi Holdings Limited Holding Company Cyprus 48.00 Kalihora Holdings Limited Holding Company Cyprus 100 Redefine Cyprus Limited Holding Company Cyprus 100 R.I. Waldkraiburg Limited Holding Company Cyprus 95.99 CEL Portfolio 1 Limited & Co KG Property Holding Company Germany 77.73 Kaiserlautern Merkustrasse GmbH & Co KG Property Holding Partnership Germany 48.30 Premium Portfolio Limited & Co KG Property Holding Company Germany 48.00 Premium Portfolio 2 Limited y & Co KG Property Holding Company Germany 48.00 Ciref Berlin 1 Limited Property Holding Company Ireland 95.99 Ciref Europe Management Limited Holding Company Ireland 48.00 Ciref German Portfolio Limited Property Holding Company Ireland 95.99 Redefine Australian Investments Limited Investment Holding Company Ireland 100 Birchwood Warrington Limited Property Holding Company Jersey 100 26 The Esplanade No. 1 Limited Property Holding Company Jersey 50.00 Matterhorn Brig SARL Property Holding Company Luxembourg 100 Matterhorn Properties SARL Holding Company Luxembourg 100 Matterhorn Vich SARL Property Holding Company Luxembourg 100 R.I. Menora German Holdings Investment Holding Company Luxembourg 48.47 ITB Baumarkt Schueforth BV Property Holding Company Netherlands 48.02 ITB FMZ Herzogenrath BV Property Holding Company Netherlands 48.02 ITB FMZ Reinheim BV Holding Company Netherlands 64.02 ITB FMZ Waldkraiburg BV Property Holding Company Netherlands 51.33 Princess Street Investments Limited Property Holding Company Scotland 100 Byron Place Seaham Limited Property Holding Company UK 100 Ciref Kwik-Fit Stafford Limited Property Holding Company UK 99.83 Ciref Kwik-Fit Stockport Limited Property Holding Company UK 99.90 Delamere Place Crewe Limited Property Holding Company UK 100

228 Country of Percentage of Name Business incorporation shareholding Grand Arcade Wigan Limited Property Holding Company UK 50.00 Pearl House Swansea Limited Property Holding Company UK 50.00 Redefine Gamma JV Limited Holding Company Isle of Man 100 Seaham Limited Property Holding Company UK 100 Standishgate Wigan Limited Property Holding Company UK 50.00 West Orchards Coventry Limited Property Holding Company UK 50.00 Everton Shopping Centre Sarl Holding company Luxembourg 100 SMK Erste Investitions GmbH Property holding company Germany 94.90 EKZ SSC Berlin GmbH & Co.KG Property holding company Germany 94.00 CMC Shopping Centre Altona GmbH Property holding company Germany 94.90 RI Menora Berlin GmbH & Co. KG Property holding company Germany 46.45 RI Menora Dresden GmbH & Co. KG Property holding company Germany 48.87 RI Menora Ludwigsburg GmbH Property holding company Germany 48.87 RI Menora Bergischgladbach GmbH & Co. KG Property holding company Germany 46.45 Pearl House Residents Association Limited Property Holding Company England & Wales 50.00 RI Menora German Holdings 2 Sarl Holding Company Luxembourg 50.50 St Bau Retail 20 UG Holding Company Germany 45.57 ITB Management Huckelhoven B.V. Holding Company Netherlands 76.00 ITB FMZ Huckelhoven GmbH & Co KG Property Holding Company Germany 50.13 Redefine Hotels Portfolio VI Limited Holding Company BVI 71.05 BNRI Earls Court Limited Property Holding Company BVI 42.63 Redefine International Holdings Limited Holding Company Jersey 100

3. SHARE CAPITAL 3.1 The New Ordinary Shares will be created and issued pursuant to the laws of the Isle of Man and are denominated in Manx Pounds being the lawful currency of the Isle of Man. 3.2 There have been no public takeover bids by third parties for all or any part of the Company’s equity share capital, nor any mandatory takeover bids since incorporation of the Company. 3.3 The Company’s authorised and issued share capital as at 5 November 2013 (being the latest practicable date prior to the date of this document) was as follows: Authorised Issued Number of ordinary shares Number of ordinary shares of 8 pence each Nominal Value of 8 pence each Nominal Value 1 800 000 000 £144 000 000 1 057 157 691 £84 572 615 3.4 The Company’s authorised and issued share capital following completion of the issue of the CMC Consideration Shares and the RIFM Consideration Shares is expected to be as follows: Authorised Issued Number of ordinary shares Number of ordinary shares of 8 pence each Nominal Value of 8 pence each Nominal Value 1 800 000 000 £144 000 000 1 155 793 031 £ 92 463 442 3.5 The Company has made the following allotments of Ordinary Shares during the 12-month period prior to the date of this document:

229 Number of Ordinary Date of issue Reason for issue Shares issued 4 July 2013 Consideration for the acquisition by the Company of minority interests in Newington House Limited, Ciref Malthurst Limited and Trito Kwik-Fit Limited 5 108 290 3 September 2013 Part consideration for the acquisition by the Company of a German shopping centre portfolio pursuant to the CMC Acquisition Agreement 12 606 061 3 September 2013 Cash placing by the Company 40 000 000 18 September 2013 Settlement by the Company of its £13 million 6 per cent convertible loan liability issued to Aviva in September 2010 36 587 873 Total number of Ordinary Shares 94 302 224

3.6 The Directors are currently authorised pursuant to the Articles of the Company to allot ordinary shares of the Company up to a maximum aggregate nominal value of £25 676 146 for the period expiring on the date of the Company’s Annual General Meeting to be held in 2014 (unless and to the extent previously revoked, varied or renewed by the Company in general meeting). In addition, the Directors are authorised to allot a further 320 951 822 ordinary shares of the Company in connection with a fully pre-emptive rights issue. 3.7 The general authority to allot relevant securities for the period ending on the date of the Company’s Annual General Meeting in 2014 authorises the Directors to allot relevant securities representing approximately 30.36 per cent by nominal value of the issued ordinary share capital of the Company as at the latest practicable date before the publication of this document, as enlarged by the issue of New Ordinary Shares pursuant to the CMC Acquisition Agreement and RIFM Acquisition Agreements. 3.8 The Directors are currently authorised to issue Ordinary Shares to RIPML (or any person nominated by it, including any employee benefit trust established by it) pursuant to the RIPML Incentive Scheme. 3.9 Save for the RIPML Incentive Scheme, any obligation to allot CMC Consideration Shares pursuant to the CMC Acquisition Agreement and any obligation to allot RIFM Consideration Shares pursuant to the RIFM Acquisition Agreements, there are no acquisition rights and/or obligations over authorised but unissued share capital or an undertaking to increase the capital. 3.10 Save in respect of the RIPML Incentive Scheme and the Company’s obligation to issue the CMC Consideration Shares pursuant to the CMC Acquisition Agreement and RIFM Consideration Shares pursuant to the RIFM Acquisition Agreements, no capital of the Company or any Subsidiary of the Company is under option or agreed conditionally or unconditionally to be put under option. If Resolutions 9 and 10 are passed at the EGM, the Company may grant option awards over Ordinary Shares in the capital of the Company under the terms of the new Share Plans. 3.11 The Company has not issued any partly paid shares nor any convertible securities, exchangeable securities or securities with warrants. The Company does not hold any shares in treasury. There are no shares in the issued share capital of the Company that do not represent capital.

4. DIRECTORS’ INTERESTS 4.1 The interests of each member of the administrative, management or supervisory bodies of the Company and of all such persons connected with the individual, in the issued share capital of the Company as at 5 November 2013 (being the last practicable date prior to publication of this document), together with such interests as are expected to be held immediately following completion of the Acquisition are set out in the table below: As at 5 November 2013 Immediately following Admission Number of Percentage Percentage Existing of issued Number of of issued Ordinary ordinary share Ordinary ordinary share Director Shares capital Shares capital Greg Clarke – – – – Ita McArdle 3 172 0.00* 3 172 0.00 Richard Melhuish 16 922 0.00* 16,922 0.00 Robert Mark Taylor – – – – Gavin Tipper 398 068 0.04 398,068 0.03

230 As at 5 November 2013 Immediately following Admission Number of Percentage Percentage Existing of issued Number of of issued Ordinary ordinary share Ordinary ordinary share Director Shares capital Shares capital Michael Farrow – – – – Stewart Shaw-Taylor 868 152 0.08 868 152 0.08 Marc Wainer 1 387 321 0. 13 1 387 321 0.12 Michael Watters** 3 250 816 0.31 6 783 68 8 0.59 Redefine International Management Group Directors Stephen Carlin*** 2 229 109 0.21 3 545 29 7 0.31 Stephen Oakenfull** 324 099 0.03 580 512 0.05 Andrew Rowell*** 358 928 0.03 615 340 0.05 Corovest Offshore Limited 12 252 923 1.20 21 952 923 1.90 * less than 0.01%. ** The beneficial interests of Michael Watters and Stephen Oakenfull are held indirectly through their shareholding in Corovest Offshore Limited. *** Certain of the beneficial interests of Stephen Carlin and Andrew Rowell are held indirectly through their shareholding in Corovest Offshore Limited. 4.2 Save as disclosed in paragraph 4.1 in this Part XV none of the members of the administrative, management or supervisory bodies of the Company, none of the Directors, and none of all such persons connected with such individual, has any interest whether beneficial or not beneficial in any share capital of the Company. 4.3 As at 5 November 2013 (the last practicable date prior to publication of this document), the Company had been notified of or was otherwise aware of the following persons, other than the Directors themselves, who, directly or indirectly, were interested in 3.0 per cent, or more of the issued share capital of the Company: Shareholder Percentage held Redefine Properties Limited 33.0 * Allan Gray Asset Management 6.5 Note * This percentage will increase to 36. 2 per cent following completion of the Acquisition and issue of the RIFM Consideration Shares. 4.4 None of the above persons has voting rights differing from those of any other Shareholder.

5. THE CONCERT PARTY 5.1 The members of the Concert Party and their respective interests in Ordinary Shares as at 5 November 2013 (being the last practicable date prior to publication of this document), together with such interests as are expected to be held immediately following issue of the RIFM Consideration Shares are set out in the table below: As at 5 November 2013 Immediately following Admission Number of Percentage Percentage Existing of issued Number of of issued Ordinary ordinary share Ordinary ordinary share Shares capital Shares capital Redefine Properties 349 236 344 33.0 418 536 344 36. 2 Corovest Offshore 12 252 923 1.2 21 952 923 1. 9 Bernard Nackan 8 100 0.0 8 100 0.0 Marc Wainer 1 387 321 0. 1 1 387 321 0. 1 Michael Watters* 3 250 816 0.31 6 783 68 8 0.6 Andrew Rowell** 358 928 0.0 615 340 0.1 Stephen Oakenfull* 324 099 0.0 580 512 0.1 Stephen Carlin** 2 229 109 0.2 3 545 29 7 0.3

*The beneficial interests of Micheal Watters and Stephen Oakenfull are held indirectly through their shareholding in Corovest Offshore Limited. **Certain of the beneficial interests of Stephen Carlin and Andrew Rowell are held indirectly through their shareholding in Corovest Offshore Limited. It is proposed that, subject to completion of the Internalisation, Michael Watters, Andrew Rowell and Stephen Oakenfull will become eligible to be granted awards in respect of Ordinary Shares pursuant to the Share Plans. Such awards will be subject to the limits set out in the relevant Share Plan and contained in Resolution 1 (being 7 000 000 Ordinary

231 Shares per individual) and an aggregate limit of 21 000 000 in respect of the three individuals. A summary of the Share Plans is contained in Part IX of this document. Therefore assuming the award and subsequent issue of the maximum aggregate amount of 21 000 000 Ordinary Shares, the maximum interest of the Concert Party following the issue of the RIFM Consideration Shares is 464 140 387 Ordinary Shares representing 40.2 per cent of the issued share capital of the Company following Admission. 6. INTERESTS AND DEALINGS 6.1 For the purposes of this paragraph 6: “acting in concert” with a party means any such person acting or deemed to be acting in concert with that party for the purposes of the UK Takeover Code; “arrangement” includes indemnity or option arrangements, and any agreement or understanding, formal or informal, of whatever nature relating to relevant securities which may be an inducement to deal or refrain from dealing; “associate” of a company includes: (a) the company’s parent, subsidiaries and fellow subsidiaries and their associated companies and companies of which such companies are associated companies (“relevant companies”); (b) connected advisers of the company and persons controlling, controlled by or under the same control as such connected advisers; and (c) the directors (together in each case with their close relatives and related trusts) of the company and of any relevant company covered in (a) above; “connected advisers” includes an organisation which (i) is advising the Company in relation to the Proposals; (ii) is corporate broker to the Company; or (iii) is advising a person acting in concert with the Company in relation to the matter which is the reason for that person being a member of the Concert Party; “dealing” includes: (i) the acquisition or disposal of securities, of the right (whether conditional or absolute) to exercise or direct the exercise of the voting rights attaching to securities, or of general control of securities; (ii) the taking, granting, acquisition, disposal, entering into, closing out, termination, exercise (by either party) or variation of an option) including a traded option contract) in respect of any securities; (iii) subscribing or agreeing to subscribe for securities; (iv) the exercise or conversion, whether in respect of new or existing securities, of any securities carrying conversion or subscription rights; (v) the acquisition of, disposal of, entering into, closing out, exercise (by either party) of any rights under, or variation of, a derivative referenced, directly or indirectly, to securities; (vi) entering into, terminating or varying the terms of any agreement to purchase or sell securities; and (vii) any other action resulting, or which may result, in an increase or decrease in the number of securities in which a person is interested or in respect of which he has a short position; “disclosure period” means the period commencing on 5 November 2012 (the date 12 months prior to the posting of this document) and ending on the latest practicable date prior to the date of this document; A person has an “interest” or is “interested” in securities if he has a long economic exposure, whether absolute or conditional, to changes in the price of those securities and in particular covers: (i) legal title and benefi cial ownership (i.e. the right (whether conditional or otherwise) to exercise, or direct the exercise of, the voting rights attaching to the securities); (ii) the right, option or obligation to acquire, call for or take delivery of securities under an option or derivative; and (iii) the situation where a person holds a derivative whose value is terminated by reference to, their price and which results, or may result in his having, a long position in those securities; “relevant securities” includes (i) the Ordinary Shares and (ii) the New Ordinary Shares; and “short position” means any short position (whether conditional or absolute and whether in any money or otherwise) including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery. 6.2 Ownership or control of 20 per cent or more of the equity share capital of a company is regarded as the test of associated company status and “control” means an interest, or interests, in shares carrying in aggregate 30 per cent or more of the voting rights attributable to the capital of a company which are currently exercisable at a general meeting, irrespective of whether such interest or interests give de facto control. 6.3 During the disclosure period the following dealings for value by Concert Party members were made in relevant securities of the Company:

232 Number of Ordinary Name Date Transaction Shares Price Mar c Wainer 8 January 2013 On-market 20 000 Rand 4.95 purchase made by an associate 6.4 Other than as described elsewhere in this document: (a) Neither the Directors nor the Company nor any person acting in concert with the Company or any of its Directors, was interested in or had any rights to subscribe or had any short position in respect of any relevant securities of Redefine Properties or Corovest Offshore on the latest practicable date prior to the date of this document. (b) Neither the Directors, nor any person acting in concert with the Company or any of its Directors, has an arrangement, was interested, had any rights to subscribe or had any short positions in respect of any relevant securities of the Company on the latest practicable date prior to the date of this document. (c) Neither Redefine Properties nor anyone acting in concert with Redefine Properties nor any Directors of Redefine Properties, any members of such directors; immediate families or any related trust or companies, ahs an arrangement, was interested, had any rights to subscribe or had any short positions in respect of any relevant securities of the Company on the latest practicable date prior to the date of this document nor has any such person dealt in any relevant securities of the Company during the disclosure period. (d) Neither Corovest Offshore nor anyone acting in concert with Corovest Offshore nor any directors of Corovest Offshore, any members of such directors; immediate families or any related trust or companies, ahs an arrangement, was interested, had any rights to subscribe or had any short positions in respect of any relevant securities of the Company on the latest practicable date prior to the date of this document nor has any such person dealt in any relevant securities of the Company during the disclosure period. (e) Neither the Company nor any person acting in concert with the Company has borrowed or lent any relevant securities of the Company. (f) Neither Redefine Properties nor anyone acting in concert with Redefine Properties nor any directors of Redefine Properties has borrowed or lent any relevant securities of the Company. (g) Neither Corovest Offshore nor anyone acting in concert with Corovest Offshore nor any directors of Co rovest Offshore has borrowed or lent any relevant securities of the Company. (h) There were no interests, rights to subscribe or short positions in respect of relevant securities of the Company held by any pension fund or employee benefit trust of the Company or an associate company of the Group as at the latest practicable date prior to the date of this document. (i) No connected adviser to the Company or to an associate of the Company or to a person acting in concert with the Company nor any person controlling, controlled by or under the same control as any such connected adviser (except for an exempt principal trader or exempt fund manager) had any interest in or right to subscribe for, or had any short position in relation to any relevant securities of the Company as at the latest practicable date prior to the date of this document. 6.5 Save for the RIFM Acquisition Agreements , one of which Redefine Properties is a party to, as at the close of business on the latest practicable date prior to the publication of this document there is no agreement, arrangement or understanding (including any compensation arrangement) between Redefine Properties (or any person actin in concert with Redefine Properties) and any of the directors, recent directors, shareholders or recent shareholders of the Company, or any person interest or recently interested in Ordinary Shares of the Company, having any connection with or dependence upon the outcome of the Proposals. 6.6 Save for the RIFM Acquisition Agreements, one of which Corovest Offshore is a party to, as at the close of business on the latest practicable date prior to the publication of this document there is no agreement, arrangement or understanding (including any compensation arrangement) between Cor ovest Offshore (or any person actin in concert with Corovest Offshore) and any of the directors, recent directors, shareholders or recent shareholders of the Company, or any person interest or recently interested in Ordinary Shares of the Company, having any connection with or dependence upon the outcome of the Proposals. 6.7 As at the close of business on the latest practicable date prior to the publication of this document neither Redefine Properties nor any person acting in concert with Redefine Properties has entered into any agreement, arrangement or understanding to transfer any interest acquired in the Company, as a result of the Proposals, to any person.

233 6.8 As at the close of business on the latest practicable date prior to the publication of this document neither Corovest Offshore nor any person acting in concert with Corovest Offshore has entered into any agreement, arrangement or understanding to transfer any interest acquired in the Company, as a result of the Proposals, to any person.

7. MARKET QUOTATIONS 7.1 The following are the middle market quotations for the Ordinary Shares for the first business day in each of the six months immediately before the date of this document and on 5 November 2013 being the latest practicable date prior to publication of this document. Price per Ordinary Share Date (pence) 3 June 2013 41.50 1 July 2013 39.50 1 August 2013 41.50 2 September 2013 43.75 1 October 2013 46.25 1 November 2013 48.00 5 November 2013 48.25

8. THE BOARD Directors 8.1 Brief biographical details of the existing Directors are as follows: Gregory Allison Clarke (55 years old), Independent Non-executive Director Gregory Clarke has over 30 years’ experience of working for and running large international public corporations across Europe, Australia and South Africa. Between 2002 and 2009 he was Chief Executive of Lend Lease Corporation, an ASX 50 international corporation specialising in property investment, development and construction. Between 1994 and 2000 he worked for groups owned by Cable and Wireless, ultimately being promoted to CEO of Cable and Wireless Communications Plc. He is currently Chairman of The Football League, a role he has held since 2010, and was appointed Chairman of the Meteorological Office and Chairman of EGHL Limited in 2012. Ita Mary McArdle (49 years old), Independent Non-executive Director Ita McArdle qualified as a Manx Advocate in 1995 and became a partner of Simcocks Advocates in 1996. She practiced in corporate commercial law including financial services for both private and corporate clients before retiring on 30 April 2008 to set up her own consultancy. She sits on the boards of a number of public companies and collective investment schemes together with some private companies in conjunction with clients. She is a member of the Isle of Man Law Society, the Law Society of England and Wales and the International Bar Association. Ms McArdle resides in the Isle of Man. Ms McArdle holds a Class 4 – corporate services – sub-class (6) and Class 5 – trust services – sub-classes (2) and (5) Financial Services Licence and is regulated by the Financial Supervision Commission of the Isle of Man. Richard Marcus Melhuish (66 years old), Independent Non-executive Director Richard Melhuish is a fully qualified chartered surveyor with over 30 years experience in property investment and asset management. He was previously managing director and co-founder of Chancerygate Asset Management Limited. Since 2006 he has been a director of Chancerygate (IOM) Limited where he is responsible for strategy management, portfolio performance and acquiring and selling property. Prior to this Richard worked from 1978 at Liverpool Victoria Friendly Society Limited where, as head of property from 1993, he was responsible for the property element of both the Life Fund and the Staff Pension Fund. These two funds directly owned property assets valued around £500 million. He was elected a Fellow of the RICS in 1989. Robert Mark Taylor (62 years old), Independent Non-executive Director Mark Taylor is a chartered accountant with over 30 years’ financial and general management experience in the construction, property development and investment sectors. He was finance director and company secretary of Workspace Group plc for 12 years. Prior to this, he spent 17 years with John Laing, where he was both joint

234 managing director of John Laing Developments Limited and group investment director. Following this, Mark joined the Ministry of Defence for a short period to assist in the privatisation of its married quarters estate. He qualified as an accountant in 1972, being admitted as a Fellow of the ICAEW in 1975. Gavin Robert Tipper (48 years old), Non-executive Director Mr Tipper is a Chartered Accountant with BComm and BAcc degrees and a Masters in Business Administration. He has been involved in the financial services industry for over 20 years. Prior to joining the Coronation Group where he spent ten years, as chief operating officer in 2001, he was a technical partner at KPMG. Mr Tipper holds directorships in a number of listed South African companies. Michael James Wills Farrow (59 years old), Independent Non-executive Director Michael Farrow is a founder director of Consortia Partnership Limited, a Jersey licensed trust company; following seven years as an executive director and trustee of a very substantial family trust whose main activity was property investment and development in UK, central Europe and California. He currently sits on the boards of both UK- listed and private property companies and funds. From 1993-1997 he was group company secretary of Cater Allen, Jersey and, prior to that a regular army officer. He holds an MSc in Corporate Governance and is a Fellow of the Chartered Institute of Secretaries and Administrators. Stewart Shaw-Taylor (61 years old), Independent Non-executive Director Stewart Shaw-Taylor is a Chartered Accountant of South Africa with nearly 33 years’ experience in Investment Banking and Real Estate. He is currently Head of CIB Real Estate responsible for real estate equity related activities undertaken by the Corporate and Investment Banking Division of The Standard Bank of South Africa Limited. Michael John Watters (54 years old), currently Non-executive Director Michael Watters is a qualified engineer with a BSc Eng (Civil) Degree and an MBA. He has over 25 years’ experience in the investment banking and real estate industries. He has held directorships of some of South Africa’s top rated listed property funds including Sycom Property Fund and Hyprop Investments Limited as well as the Sapphire Retail Fund in the United Kingdom. Upon completion of the Proposals he will become CEO of the Redefine International group. 8.2 Brief biographical details of the Proposed Director are as follows: Andrew Rowell (35 years old), Finance Director Andrew Rowell is a Chartered Accountant with a BComm (Hons) Degree. He spent four years with PricewaterhouseCoopers, South Africa, and the USA. Andrew was group accountant for the Mvelaphanda Group, a listed investment company in South Africa, prior to joining the Redefine International Group. 8.3 Set out below, in the case of each Director, details of the names of all companies and partnerships of which such Director has been a member of the administrative, management or supervisory bodies or partner at any time in the five years preceding the date of this document, indicating whether or not such Director is still a member of the administrative, management or supervisory bodies or partner: Current directorships and Directorships and partnerships Director partnerships held in the last five years Gregory Clarke The Football League Limited British United Provident Association Eteach Group Limited Lend Lease Corporation Stratus (Holdings) Limited The Meteorological Office EGHL Limited Ita McArdle Agri Innovation Master Fund Plc Alliance & Leicester International Holdings Limited Agri Innovations Fund Plc The Alpen Fund Limited ALIL Services The Alpen Redemptions Ltd Belsay Limited Artara Limited Capital Investment Fund PCC PLC Appleby Global Group Services Limited Corrado Investments Limited Berkshire UK Industrial Properties (Isle of Man) Ltd Eden Rock Finance Master Ltd Blomidon Investments Limited Eden Rock Unleveraged Master Ltd Bradford and Bingley International Limited

235 Current directorships and Directorships and partnerships Director partnerships held in the last five years Eden Ross Asset Based Lending Fund Ltd Bulgarian Land Development plc Eden Rock Asset Based Lending Master Ltd Creechurch Capital Limited Eden Rock Direct Lending Fund Ltd Crestatus Limited Emco Alternative Property Master Fund Court Management Limited Emco Alternative Property Master Fund Dev Property Development Plc Eden Innish Consulting Limited Rock Diversified Finance Fund Ltd IQE Limited Eden Rock Diversified Master Ltd IQE (Mauritius) Limited Eden Rock Structured Finance Institutional Fund Ltd Laurentia Global Fund Limited Eden Rock Fund Ltd The Legacy Fund PCC PLC Eden Rock Master Ltd The Legacy Subsidiary Limited Eden Rock Structured Finance Ltd National Grid Insurance Company (Isle of Fallan Limited Man) Limited NS Holding IOM Limited Hellenic Hull Insurance Company Limited OCIM Market-Neutral Equity Fund Holidaybreak Holiday Company Limited Limited Odyssey Alternative Strategy Fund Limited Jayspen (No.2) Limited Odyssey Reserve Portfolio Limited Kellsalt (No.2) Limited Ridgeway Corporate Services Limited Kilgowan Limited Scarista Limited Klar Global Limited SEIF Global Limited Litigation Solutions PCC Limited Solid Rock Liquidating Investments Limited Lochside Limited Solid Rock Special Situations Ltd LP Hedge Fund Limited Solid Rock Special Situations 2 Limited Mayweather Limited The Premier Property Options Fund plc Multihedge Management Limited Themis MN Fund PLC Neilson Global Convertible Fund Tilly Masterson & Co PLC NGT Holding Company (Isle of Man) Limited Woman’s Aid Night Time Corporation (No.2) Limited Odyssey Illiquid Portfolio Limited Paradiddle Limited Prime Rate Cash Management Funds (Isle of Man) Limited Ridgeway Associates Limited Ridgeway Corporate Nominees Limited Ridgeway Nominees Limited Ridgeway Secretarial Services Limited Rosshay Limited Simcocks Advocates Limited Solid Rock Liquidating Limited Solid Rock Master Limited The Em-ES Fund Plc The Premier Property Options Fund Protected Cell Company plc Titon Capital Limited Traded Policies Management Limited Triptych Limited Wimberley Investments Limited Zenria Limited

236 Current directorships and Directorships and partnerships Director partnerships held in the last five years Richard Melhuish Berryhill 1 Limited Cambridge Research Park Limited Ariston Investments Limited Campion Holdings Limited Ariston Investments Sub A Limited Castletown (General Partner I) Limited Ariston Investments Sub B Limited Castletown (General Partner II) Limited Ariston Investments Sub C Limited Castletown (General Partner III) Limited Chancerygate Eagle Limited Castletown Private Equity Limited Clean Power Properties (Biomass) Limited Chancerygate (IOM) Limited Clean Power Properties (EFW) Limited Clean Power Properties Limited Clean Power Properties (Solar) Limited Corrado Investments Limited Clean Power Properties (Wind) Limited Eden Rock Asset Based Lending Fund Dev Property Development PLC Limited Eden Rock Asset Based Lending Master Eden Rock Fund Limited Limited Eden Rock Direct Lending Fund Limited Eden Rock Master Limited Eden Rock Direct Lending Master Limited Eden Rock Structured Finance Institutional Fund Limited Eden Rock Finance Master Limited Eden Rock Structured Finance Fund Limited Eden Rock Unleveraged Finance Master Eden Rock Diversified Finance Fund Limited Limited Glenville Limited Eden Rock Diversified Finance Master Limited Jeeves Equity Limited Hillberry Director Services Limited Jeeves GP (IOM) Limited Jeeves Capital Limited Jeeves GP Limited Mondragon LLP Jeeves GP Two Limited Poplar Investments Limited Jeeves Holdings Limited Solid Rock Master Fund Jeeves Investments Limited Solid Rock Liquidating Ltd Jeeves Nominees Limited Jeeves Nominees Two Limited Meadows GP Limited Meadows Nominee Limited Meadows Property Limited MoREOF Aberdeen Limited MoREOF Berryhill Limited MoREOF Business Parks Limited MoREOF Clean Power Properties Limited MoREOF Glasgow Holdings Limited MoREOF Glasgow No.1 Limited MoREOF Seeker Limited NS Holdings IOM Limited Office Portfolio 1 Limited Papua Limited Poplar Holdings Limited RS Investments Limited Simeon Properties Limited Solid Rock Liquidating Investments Limited Solid Rock Special Situations Limited Solid Rock Special Situations 2 Limited Tarvel Properties Limited Warwick House (GP) Limited Warwick House Limited Warwick House Nominees Limited

237 Current directorships and Directorships and partnerships Director partnerships held in the last five years Mark Taylor Bois Consulting Limited Leonards Place Ltd King & Queen Wharf Residents Company King & Queen Wharf Freehold Limited Gavin Tipper Accelerate Cape Town Axiom Fund Managers (Pty) Limited AVI Limited Corocapital Limited AVI Black Staff Empowerment Scheme Trust Corohedge Capital (Proprietary) Limited AVI Executive Share Incentive Scheme Trust Coronation Capital Limited AVI Limited Share Incentive Scheme Trust Coronation Equities Limited AVI Out-Performance Scheme Trust Coronation Investments & Trading Limited DGA Trust Corovest Offshore Limited ERJF One (Proprietary) Limited Corovest Property Group Holdings (Proprietary) Limited Hyprop Investments Limited Corovest Property Group Limited Interwaste Holdings Limited Finsource Group Holdings (Proprietary) Limited Redefine Properties International Limited Ikamva Capital Trust York Timber Holdings Limited Natrust (Proprietary) Limited S.A. Airlink (Proprietary) Limited Off the Shelf Investments Thirty Eight (Proprietary) Limited Redefine International Management (Ireland) Limited Redefine International Holdings Limited Michael Farrow Addison Nominees Limited 0800 freedom.com plc Ariya Capital Group Limited Acton Maritime Limited Bellzone Mining Plc Broadsheet Investments Limited Birchwood Warrington Limited Broadsheet Properties Limited Camco Clean Energy PLC Burchill Limited Consortia Trustees Limited Canvey Properties Limited Consortia Partnership Limited Carrousel Capital (CI) Limited Consortia Directors Limited Circle Property (Warrington) Limited ELG Holdings Limited Coronation Overseas Limited MacDonald Hotels Limited Corovest Offshore Limited Mad House Limited Estero Holdings Inc Prime London Holdings 11 Limited Freedom Interactive Limited Redefine International Holdings Limited Gillminster Investments Limited Santa Juana Limited Global Wealth Management Trust Co (Jersey) Limited STANLIB Funds Limited GWM Secretaries Limited Standard Bank Strategist Funds Limited Lausanne Holdings Limited Triton Administration (Jersey) Limited Maplewood Financial Corporation Inc Urban Infrastructure Real Estate Fund Redefine Properties International Limited 1 Merchant Square (Jersey) Limited Sadis Limited 3 Merchant Square (Jersey) Limited Special Holdings Limited Melville Douglas Balanced Fund Limited Termco Computer Holdings Limited Melville Douglas Equity Fund Limited Wedgeport Properties Limited Melville Douglas European Fund Limited Melville Douglas Income Fund Limited Stewart Shaw-Taylor Atterbury Investment Holdings Limited All Square Investments (Pty) Ltd Blue Bond Investments Limited Asakhe Realty Investment Fund (Pty) Ltd Blue Bond Financial Nominees (Pty) Ltd Atlas Properties Limited

238 Current directorships and Directorships and partnerships Director partnerships held in the last five years Burnet Investments Limited Belhar CBD Development Company (Pty) Ltd Dream Circle Destination Club (Pty) Ltd Casadobe Props 72 (Pty) Ltd Dream Circle Property Development (Pty) Charmond Investments (Pty) Ltd Ltd Elderberry Investments 49 (Pty) Ltd Clifton Dunes Investments 488 (Pty) Ltd Eldee (Pty) Ltd Die Meentgebou (Pty) Ltd FHP Managers (Pty) Ltd Evening Star Trading 768 (Pty) Ltd Gloster Farm (Pty) Ltd Emerald Fire Investments (Pty) Ltd Gold Street Property Investments (Pty) Ltd Erf 244 Edenburg (Pty) Ltd Greenfield Newgate (Pty) Ltd Fountainhead Property Trust Management Limited Hijob (Pty) Ltd Gleneagles Retail Centre (Pty) Ltd Huddle Investments (Pty) Ltd Grand Central Shopping Centre (Pty) Ltd Hyprop Investments Limited Keanda Properties (Pty) Ltd Image Ambassadors (Pty) Ltd Monchique (Pty) Ltd Inani Realty Asset Management (Pty) Ltd New Heights 409 (Pty) Ltd JSG Developments (Pty) Ltd Outward Investments (Pty) Ltd LC Golf SA Otter Investments (Pty) Ltd Main Street 100 (Pty) Ltd Portion 3/4 of Erf 5495 Bryanston (Pty) Ltd Mogale’s Gate (Pty) Ltd Redefine Properties Limited Newpark Towers (Pty) Ltd Redefine International Fund Managers Limited Novelway Investments (Pty) Ltd SBS Development Company (Pty) Ltd Odyssey Oil Developments (Pty) Ltd Shelley Beach Junction (Pty) Ltd Pearl Valley Golf Estates (Pty) Ltd Soubrette Investments (Pty) Ltd Pivotman (Pty) Ltd Western Plaza Two (Pty) Ltd Portion 3/4 of Erf 5495 Bryanston (Pty) Ltd Sotor Investments Standard Bank Properties (Pty) Ltd The Milnerton Estates Limited The Pivotal Fund Limited The Unisec Group Limited Thirty-Three Bolton Road (Pty) Ltd Tiyani Property Consortium (Pty) Ltd Mar c Wainer ApexHi Properties Limited Newark Towers (Pty) Limited Barringer Investment Holdings (Proprietary) Redefine International Holdings Limited Limited Cromwell Property Group Drawood First Investments (Proprietary) Limited Drawood Secondary Investments (Proprietary) Limited Ellwain Investments (Proprietary) Limited Insite Properties (Proprietary) Limited Lason Trading 12 (Proprietary) Limited Madison Property Fund Managers Holdings Limited Madison Property Fund Managers Limited Marc Wainer & Ass (Proprietary) Limited Redefine International Hotels Limited Redefine Properties Limited Redefine Properties International Limited

239 Current directorships and Directorships and partnerships Director partnerships held in the last five years Michael Watters Katherine Street Properties Byron Place Seaham Limited Redefine BDL Hotel Group Limited Ciref Kwik-Fit Stafford Limited Redefine International Holdings Limited Ciref Kwik-Fit Stockport Limited Redefine International Fund Managers Coronation Capital Limited (Ireland) Limited Redefine International Fund Managers Corovest International Limited (Ireland) Europe Limited Redefine Investments Managers (UK) Corovest International Limited (London B) Limited Redefine Properties International Limited Corovest Investment Managers Limited Twenty Six the Esplanade Limited Corovest Property Group Limited Twenty Six the Esplanade no.1 Limited Corovest Property Investments Limited Corovest Offshore Limited Delamere Place Crewe Limited Redefine International Property ManagementFriars Walk Newport Limited Limited Cromwell Property Group Milequay Limited P7 Investments (Proprietary) Limited Pearl House Swansea Limited Pegasus III Holdings (Proprietary) Limited Pegasus III Oil Development Company (Proprietary) Limited Pegasus III Properties (Proprietary) Limited Pegasus III Trading (Proprietary) Limited Real Estate Securities Limited Regeneration Capital Limited Trinity Walk Wakefield Limited Trito Investments Fund Limited West Orchards Coventry Limited

8.4 Ita McArdle, as a director of IQE Limited, acts or has acted as a director of a number of companies and routinely some of these are liquidated, dissolved or wound up. A list of all such companies of which Ita has been a director within the five years preceding the date of this document is set out below: • Berkshire UK Industrial Properties (Isle of Man) Ltd • Blomidon Investments Limited • Bradford and Bingley International Limited • Crestatus Limited • Court Management Limited • Eden Rock Diversified Finance Fund Ltd • Eden Rock Diversified Master Ltd • Eden Rock Structured Finance Institutional Fund Ltd • Eden Rock Structured Finance Ltd • Hellenic Hull Insurance Company Limited • Jayspen (No. 2) Limited • Kellsalt (No. 2) Limited • Kilgowan Limited • LP Hedge Fund Limited • Mayweather Limited • Multihedge Management Limited • Neilson Global Convertible Fund

240 • Night Time Corporation (No. 2) Limited • Odyssey Illiquid Portfolio Limited • Paradiddle Limited • Rosshay Limited • Solid Rock Liquidating Limited • Solid Rock Master Limited • The Premier Property Options Fund Protected Cell Company plc • Titon Capital Limited • Traded Policies Management Limited • Triptych Limited Richard Melhuish acts or has acted as a director of a number of companies and routinely some of these are liquidated, dissolved or wound up. A list of all such companies of which Richard has been a director within the five years preceding thedate of this document is set out below: • Eden Rock Diversified Finance Fund Limited • Eden Rock Diversified Finance Master Limited • Chancerygate Eagle Limited • Eden Rock Structured Finance Institutional Fund Limited • Eden Rock Structured Finance Fund Limited • Hillberry Director Services Limited • Solid Rock Master Ltd • Solid Rock Liquidating Ltd Stewart Shaw-Taylor acts or has acted as a director of a number of companies and routinely some of these are liquidated, dissolved or wound up. A list of all such companies of which Stewart has been a director within the five years preceding the date of this document is set out below: • Clifton Dunes Investments 488 (Pty) Ltd • All Square Investments (Pty) Ltd • Die Meentgebou (Pty) Ltd • Monchique (Pty) Ltd • Otter Investments (Pty) Ltd • Soubrette Investments (Pty) Ltd • Gleneagles Retail Centre (Pty) Ltd • SBS Development Company (Pty) Ltd Michael Watters acts or has acted as a director of a number of companies and routinely some of these are liquidated, dissolved or wound up. A list of all such companies of which Michael has been a director within the five years preceding the date of this document is set out below: • Trinity Walk Wakefield Limited • Friars Walk Newport Limited (in administration) • P7 Investments (Proprietary) Limited • Pegasus III Holdings (Proprietary) Limited • Pegasus III Properties(Proprietary) Limited Michael Farrow is a director of Consortia Partnership Limited, a Jersey regulated financial services business. As such he acts or has acted as a director for many client companies and routinely some of these are wound up. A list of all such companies of which Michael has been a director within the five years preceding the date of this document is set out below: • Burchill Limited • 0800freedom.com PLC

241 Save as set out in paragraph 6.3 of this Part XV, no Director has within the five years preceding the date of this document: (a) had any convictions in relation to fraudulent offences; (b) been associated with any bankruptcy, receivership or liquidation of any company, partnership or other entity in relation to which he was acting in the capacity of (i) a member of the administrative, management or supervisory bodies of such entity or (ii) a senior manager of such entity; (c) been the subject of any official public incrimination and/or sanction by statutory or regulatory authorities (including designated professional bodies) or ever been disqualified by a court from or (d) acting as a member of the administrative, management or supervisory bodies of any company, partnership or other entity or from acting in the management or conduct of the affairs of any such entity. 8.5 Save as disclosed in this document there are no outstanding loans granted by the Company to any of the Directors or granted by any such Director to the Company nor has any guarantee been provided by the Company for their benefit. 8.6 Save as disclosed in this document, no Director has or has had any interest in any transactions which are or were unusual in their nature or conditions, or significant to the business of the Company, and which: (a) were effected by the Company during the current or immediately preceding financial year; or (b) were effected by the Company during an earlier financial year and remain in any respect outstanding or unperformed.

9. BOARD PRACTICES 9.1 The Company is classified as a smaller company for the purposes of the UK Corporate Governance Code as issued by the Financial Reporting Council in May 2010 (the “Code”). Accordingly the Directors support high standards of corporate governance and comply with the Code to the extent appropriate and as it applies to smaller companies. The Board of the Company is currently entirely non-executive and comprises nine members, of which the Chairman and six other Directors are considered to be independent of the Investment Adviser. The Code recommends that, in the case of smaller companies which are below the FTSE 350, at least two non-executive members of the board of directors should be independent in character and judgment and free from relationships or circumstances which are likely to affect or could appear to affect, their judgment. The Company is in compliance with this recommendation. If the Resolutions are passed and the Internalisation completes Michael Watters will become the Chief Executive Officer and Andrew Rowell will take up the executive role of Chief Financial Officer of the Company. 9.2 The Company has established an audit committee with formally delegated duties and responsibilities. The Code recommends that the audit committee of a smaller company should comprise of at least two members who should both be independent non-executive directors, and at least one member should have recent and relevant financial experience. The audit committee comprises Stewart Shaw-Taylor (chairman of the audit committee), Gavin Tipper, Michael Farrow and Mark Taylor. Stewart Shaw-Taylor is chairman of the audit committee. The Board considers that the members of the audit committee as a whole have sufficient recent and relevant experience to carry out the functions of the committee. The audit committee is responsible for both ensuring that the financial performance of the Group is properly reported on and monitored and for reviewing the auditor’s reports relating to accounts and internal control systems. The audit committee examines and reviews internal controls, together with accounting policies and practices, the form and content of financial reports and statements, terms of appointment and remuneration for the auditor (including overseeing the independence of the auditor particularly as it relates to the provision of non-audit services and general matters raised by the Group’s auditors). The audit committee meets at least four times per year. The Company therefore considers that it currently complies with the Code recommendations regarding the composition of the audit committee having regard of its size. 9.3 As the Board has no executive directors, it was not considered necessary in the past to establish a separate remuneration committee. However, in anticipation of the Internalisation of management, the Remuneration Committee was set up in January 2013 comprising three independent non-executive directors, being Michael Farrow, Stewart Shaw-Taylor and Richard Melhuish. 9.4 The Group currently has no employees. However, subject to completion of the Acquisition, Michael Watters will become Chief Executive Officer of the Company and Andrew Rowell will become Chief Financial Officer of the Company pursuant to the terms of their service agreements, the key terms of which are set out in paragraph 12.12 of Part XV. In addition, Stephen Oakenfull will become a full time employee of the Company on completion of the Acquisition in the role of Chief Operating Officer . 9.5 The Company has adopted a share dealing code for the Directors in accordance with the Model Code.

242 10. CORPORATE GOVERNANCE 10.1 Redefine International is an Isle of Man public limited company, with a premium listing on the main market of the LSE and a secondary listing on the “Real Estate – Real Estate Holdings and Development” sector of the Main Board of the JSE. 10.2 Further to the recent secondary listing of the Company on the JSE on 28 October 2013, the JSE has accepted that Redefine International will primarily comply with the UK Corporate Governance Code (the “Code”) as opposed to the provisions of the third King Report on Governance for South Africa 2009 . 10.3 The Directors and Proposed Director are wholly committed to high standards of corporate governance, which they consider critical for business performance and for maintaining investor confidence. 10.4 The Board strives to be effective by maintaining strong leadership and by providing transparency and accountability to Shareholders for the management and control of the Company’s activities. 10.5 Under the Code, the Company, which is classified as a smaller company, has substantially complied with the UK corporate governance requirements for the reporting period ended 31 August 2013 and up to the date of this document. The only areas of non-compliance (as identified and explained in the annual report and accounts for the Group for the year ended 31 August 2013) are as follows: (a) the Company does not have a balance of executive and Non-executive Directors as it currently only has Non- executive Directors; (b) Directors are appointed for a term which expires when either the Director (i) is not re appointed following retirement, (ii) is removed or vacates office, (iii) resigns or does not offer himself for re-election, or (iv) terminates his appointment on three months’ notice; (c) not all members of the Audit Committee were independent throughout the period; and (d) Shareholder relations are currently conducted by the Investment Adviser, of which the management has regular contact with major institutional shareholders.

11. CONFLICT OF INTEREST 11.1 None of the Directors or the Proposed Director has an actual or potential conflict of interest between his duties owed to the Company and his private interests and/or other duties, save for Michael Watters and Andrew Rowell who serve as directors of RIPML, and Marc Wainer who is an executive director of Redefine Properties. The Directors consider the only material potential conflict of interest to be in relation to Michael Watters who is a Director and serves as a director of RIPML. The relationship between Redefine International and RIPML is governed by the terms and conditions of the Investment Adviser’s Agreement (details of which are set out in paragraph 22.18 of this Part XV). This potential conflict will cease on completion of the Acquisition (which is subject to approval of Resolutions 1, 2 and 3) and the subsequent termination of the Investment Adviser’s Agreement. 11.2 RIPML may from time to time, in its sole discretion, act as manager, investment adviser or adviser to other non-related or related funds or investment products. It is therefore possible that RIPML may, in the course of its business, have potential conflicts of interest with the Company.

12. DIRECTORS’ REMUNERATION 12.1 No Director has a service agreement with the Company at the date of this document. However, please see paragraph 12.12 below for details of the proposed executive Directors’ service contracts. The existing arrangements for Directors are set out in paragraphs 12.2 to 12.11 below. 12.2 Ita McArdle has entered into an engagement letter dated, 19 December 2007, with the Company, which records the terms of her appointment as Non-executive Director of the Company, and has also received a fee letter, dated 16 March 2006 from the Company. Pursuant to these letters, Ita McArdle is currently entitled to be remunerated in an amount of £30,000 per annum. 12.3 Richard Melhuish has entered into an engagement letter dated, 19 December 2007, with the Company, which records the terms of his appointment as Non-executive Director of the Company. Pursuant to this letter, Richard Melhuish is currently entitled to be remunerated in an amount of £30 000 per annum. 12.4 Robert Mark Taylor has entered into an engagement letter, dated, 19 December 2007, with the Company which records the terms of his appointment as Non-executive Director of the Company. Pursuant to this letter, Mark Taylor is currently entitled to be remunerated in an amount of £35 000 per annum.

243 12.5 Gavin Tipper has entered into an engagement letter with the Company, dated 3 October 2011 which records the terms of his appointment as a Non-executive Director of the Company. Pursuant to this letter, Mr Tipper is currently entitled to be remunerated in an amount of £ 40 000 per annum. 12.6 Michael Farrow has entered into an engagement letter with the Company, dated 3 October 2011, which records the terms of his appointment as a Non-executive Director of the Company. Pursuant to this letter, Mr Farrow is currently entitled to be remunerated in an amount of £35 000 per annum. 12.7 Stewart Shaw-Taylor has entered into an engagement letter with the Company, dated 3 October 2011, which records the terms of his appointment as a Non-executive Director of the Company. Pursuant to this letter, Mr Shaw-Taylor is currently entitled to be remunerated in an amount of £40 000 per annum. 12.8 Marc Wainer has entered into an engagement letter with the Company, dated 3 October 2011, which records the terms of his appointment as a Non-executive Director of the Company. Pursuant to this letter, Mr Wainer is entitled to be remunerated in an amount of £30 000 per annum. 12.9 Michael Watters has entered into an engagement letter with the Company, dated 3 October 2011, which records the terms of his appointment as a Non-executive Director of the Company. Pursuant to this letter, Mr. Watters is entitled to be remunerated in an amount of £30 000 per annum. 12.10 Gregory Clarke has entered into an engagement letter with the Company, dated 3 October 2011, which records the terms of his appointment as a Non-executive Director of the Company. Pursuant to this letter, Mr. Clarke is entitled to be remunerated in an amount of £75 000 per annum. 12.11 All engagement letters referred to in paragraphs 12.2 to 12.12 above (inclusive) are on substantially similar terms and include provisions relating to, inter alia, responsibilities, remuneration, conflicts of interest and insurance in respect of each of the Directors, vis-à-vis the Company. The letters shall terminate when the first of one of the following occurs: (a) if the Director is not re-appointed as a director by the Shareholders following his retirement in accordance with the Articles; or (b) if he or she is removed as a director or vacates his or her office pursuant to the law or the Articles; (c) if he or she resigns or does not offer himself or herself for re-election by Shareholders either for his or her own reasons or at the request of the Board; or (d) he or she gives the Company three months’ notice in writing. 12.12 The following service agreements are proposed to be entered into with Michael Watters and Andrew Rowell, as proposed executive Directors, with effect from completion of the election by the Company for UK-REIT status: (a) Salary Executive Director Annual Salary (£’000) Michael Watters 346 Andrew Rowell 224 (b) Term Under the terms of each executive Director’s service agreement, his employment will continue until either party terminates the agreement giving at least 12 months’ notice (in the case of Michael Watters) or 6 months’ notice (in the case of Andrew Rowell) of their intention to do so. (c) Bonuses Each executive Director is entitled to a performance related bonus in respect of each financial year equal to between 50 per cent and 100 per cent of their base salary. (d) Performance Share Plan Each of the executive Directors will be entitled to participate in the Performance Share Plan, details of which are set out in Part IX, at such level as may be determined on an annual basis by the Remuneration Committee. (e) Pensions If the executive Directors choose to join the Company’s group personal pension scheme, the Company shall contribute 12.5 per cent of salary (in the case of Michael Watters) and 9 per cent of salary (in the case of Andrew Rowell) and the executive Director shall contribute 7.5 per cent of salary (in the case of Michael Watters) and 6 per cent of salary (in the case of Andrew Rowell). (f) Other benefits and allowances Each executive Director will be entitled to participate in the Company’s life assurance scheme, disability benefits scheme and private medical insurance. The Company will also provide an annual season ticket allowance.

244 (g) Confidentiality and restrictive covenants Each executive Director is subject to certain confidentiality restrictions, and will also be restricted for a period of 12 months (in the case of Michael Watters) or 6 months (in the case of Andrew Rowell) from the end of his notice period, or from actual termination of his employment (whichever is earlier) from: • soliciting (or attempting to solicit) the business of specified customers with a view to competing with the Company; • soliciting specified employees of the Company; • being involved in a competing business; or • representing himself as being connected with the Company or using any trading names associated with the Group. 12.13 Other than as set out in paragraphs 12.2 to 12.12 of this Part XV above, there are no existing or proposed service contracts or consultancy agreements nor have been entered into or amended within six months of the date of this document between any of the Directors and the Company or any member of the Group providing for benefits upon termination of employment. 12.14 The Company has arranged Directors’ and officers’ liability insurance cover in respect of each of the Directors. 12.15 No amounts have been set aside or accrued by the Company to provide pension, retirement or similar benefits for any of the Directors.

13. INVESTMENT ADVISER 13.1 RIPML, an unregulated property management company currently provides on an exclusive basis investment and property advisory services and certain other administrative services to the Group in accordance with the Investment Adviser’s Agreement. 13.2 RIPML’s team has considerable expertise in property and structured finance. RIPML has acted for the Company since it was established and for its Subsidiaries. Information on the senior management of RIPML is set out in paragraph 13.4 of this Part XV. 13.3 The Group has an Investment Adviser’s Agreement with RIPML, further details of which (including details regarding fees) are set out in paragraph 22.18 of this Part XV. If the Internalisation proceeds, then the Investment Adviser’s Agreement will terminate upon completion of the RIFM Acquisition Agreements in accordance with its terms. 13.4 Details of RIPML’s team are set out below: Michael Watters (54 years old), Chief Executive Michael Watters is a qualified engineer with a BSc Eng (Civil) Degree and an MBA. He has over 25 years’ experience in the investment banking and real estate industries. He has held directorships of some of South Africa’s top rated listed property funds including Sycom Property Fund and Hyprop Investments Limited as well as the Sapphire Retail Fund in the United Kingdom. Upon completion of the Proposals he will become CEO of the Redefine International Group. Stephen Oakenfull (34 years old), Chief Operating Officer Stephen Oakenfull is a CFA charterholder with a BSc (Hons) Degree in Construction Management. He spent four years working as a management consultant for Turner & Townsend, an international construction and management consultancy, both in South Africa and London. Prior to joining Redefine International Fund Managers Limited (previously Corovest FM), Stephen was an analyst for DTZ Corporate Finance in London where he gained two years experience raising capital for property developments and investments in Europe. Stephen has been Chief Operating Officer of the Investment Adviser for the past five years. Andrew Rowell (35 years old), Finance Director Andrew Rowell is a Chartered Accountant with a BComm (Hons) Degree. He spent four years with PricewaterhouseCoopers, South Africa, and the USA. Andrew was group accountant for the Mvelaphanda Group, a listed investment company in South Africa, prior to joining the Redefine International Group. Peter Katz (42 years old), Executive Director Europe Peter Katz is a qualified lawyer with a masters degree in taxation. He has eight years experience in law and taxation having worked in the property department of one of Australia’s largest law firms as well as being a senior tax manager at Deloitte and Touche. For the last seven years Peter has been sourcing property acquisitions and banking finance in Western Europe. Peter is currently responsible for the asset management of the western European portfolio of properties.

245 Darryl Kohler (55 years old), Group Development Officer Darryl Kohler is a registered professional engineer with a BSc Eng (Civil) degree and a Graduate Diploma in Construction Management. He practiced as an Engineer for 15 years before entering the property industry where he worked for several years with a dynamic property development company in South Africa. Prior to joining Redefine International Group he developed and managed his own property portfolio of office, residential and petrol filling station interests. Vedran Kosoric (32 years old), Senior Asset Manager UK Portfolio Vedran Kosoric is a chartered surveyor and a member of the Royal Institute of Chartered Surveyors, with a BSc (Hons) degree in Land Management from the University of Reading. Prior to joining Redefine International Group, he worked for Land Securities Trillium, now Telereal Trillium, one of the UK’s largest property companies. He was responsible for creating value for shareholders by proactive asset management of public and private sector property portfolios, managed within the Corporate Real Estate Group. Nick Gregory (43 years old), Senior Asset Manager UK Retail Nick Gregory is a qualified chartered surveyor, with an MSc in property investment from Cass Business School. Nick has eleven years experience in the shopping centre sub-sector, firstly with The Glanmore Property Fund and latterly six years with Hammerson, one of the UK’s largest real estate investment trusts. Nick was asset manager for three super prime centres at Hammerson, including the Bullring in Birmingham, and was responsible for a number of exciting asset management and development projects. Prior to this Nick worked in private practice in several analytical and professional roles. 13.5 Details of RBDL’s team are set out below Stephen Carlin (63 years old), Executive Director Stephen Carlin is a qualified engineer with over 29 years’ experience in the real estate industry. He has been involved in many aspects of the industry, including property services, project management and development. Helder Pereira (58 years old), Chief Executive Officer, Redefine BDL Hotels Prior to joining Redefine International Hotels Helder Pereira was the Managing Director of Southern Sun Hotels a part of Tsogo Sun Holdings the largest Hotel and Gaming company in the Southern Hemisphere. Helder has held many positions in the hospitality industry and is a Fellow of the Institute of Hospitality and was on the Board of the Tourism Council of South Africa. Until recently he was the Chairman of the IAHI (International Association of Hospitality Advisors) (Europe, Middle East and Africa) and on the IAHI InterContinental Hotel Group franchisee representative board.

14. PROPERTY PORTFOLIO 14.1 No material changes have occurred to the valuations of the property portfolios of the Group as set out in the Valuation Reports in Part XIII of this document since the effective dates of the valuations contained in the Valuation Reports. Group 14.2 A summary of the Group’s property portfolio, which has been extracted without material adjustment from the Valuation Reports set out in Part XIII of this document, is set out below. Property portfolio – by business segment at 31 August 2013 Annualised gross Occupancy by Market values rental income Lettable area Lettable area (£ million) (£ million) ( %) ( m2) UK Stable Income 151.2 12.1 97.8 122,800 UK Retail1 258.6 20.8 95.5 144,277 Hotels 150.3 11.1 100.0 26,744 Europe 284.4 16.2 98.6 113,572 Total (excluding non-core portfolio) 844.5 60.2 97.3 407,394 Non-core portfolio2 67.5 9.0 97.6 69,770 Total (including non-core assets 912.0 69.2 97.4 477,164

Notes: 1. Figures reflect the Group’s share of jointly controlled entities 2. The non-core portfolio includes the Delta portfolio and the Justice centre in the Hague. 3. Valuations include Weston Favell, contracts for which were exchanged after 31 August 2013

246 15. VALUATION POLICY The properties in the Group’s portfolio are valued semi-annually on the following basis: • investment properties are valued on a desk top basis by external professionally qualified valuers at the Company’s interim reporting date (28/29 February); • investment properties are valued on the basis of open market value by professionally qualified valuers in accordance with the Appraisal and Valuation Standards of the Royal Institute of Chartered Surveyors (the Red Book) at the Company’s financial year end (31 August); • the investment property values disclosed by the Company in its financial results are reviewed and audited by the Company’s auditors, KPMG; and • properties that are in the course of construction will be reported at cost or directors valuation, and not subject to valuation by external valuers. The current appointed property valuers of the Group are: Savills Advisory Services Limited, Jones Lang LeSalle, DTZ Debenham Tie Leung Limited, Savills Advisory Services GmbH, BNP Paribas Real Estate (Jersey) Limited and Schlicht und Kollegen. The net asset value attributable to the Ordinary Shares will be published at the time of publication of the Company’s interim and annual financial results based on the properties’ most recent valuation and calculated in accordance with IFRS through a regulatory information service provider to the London Stock Exchange and the JSE as soon as practicable after review by the Board of the Company.

16. CAPITAL RESOURCES OF THE GROUP The principal sources of the Group’s capital resources are funds which may be raised from time to time from the issue of equity and debt securities and bank or other borrowings as well as proceeds from assets sales. The Group may from time to time purchase its own shares on the market dependent on, amongst other things, market conditions. Purchase and sale decisions are made on a transaction by transaction basis by the Board. The Group does not have a defined share buy-back plan. Neither the Company nor any of its subsidiaries is subject to externally imposed regulatory capital requirements. The Group is expected by certain creditors, in the ordinary course of business, to maintain adequate capital levels. The Group’s acquisitions have been substantially funded with debt finance. In a global environment of volatile interest rates and restricted access to finance, debt management is an important focus. The Group typically looks to secure long term debt finance at fixed interest rates to ensure that fluctuations in interest rates do not impact on the cost of financing during the funding term. The Board targets a minimum of 90 per cent of aggregate debt to be hedged, notwithstanding the interest rate hedging policy of at least 75 per cent. Material loans payable by the Group The Byron Place facility agreement Lender: Aviva Commercial Finance Limited Borrower: Byron Place Seaham Limited Facility amount: £16 978 817 Description/purpose: The facility has been employed to finance in part the acquisition and development of Byron Place Shopping Centre, Seaham, Durham Interest rate: 6.44 per cent per annum fixed Capital repayments: The borrower must repay £3 098 817 of the facility amount before the maturity date in such instalments and on such dates specified by Aviva from time to time to the borrower. Maturity date: 18 September 2031 Property: Byron Place Shopping Centre, Seaham, Durham Security: The borrower has given certain warranties and undertakings to the lender and granted to the lender a deed of legal charge and deed of assignment with respect to the property referred to above.

247 Material covenants: 100 per cent income cover requirement ending on 12 September 2013; 105 per cent ending on 12 September 2015 and 110 per cent ending on the maturity date (applicable on an aggregated basis for all of the cross- collateralised Aviva facilities). Special conditions: This facility is cross-collateralised with those provided by Aviva Commercial Finance Limited to Birchwood Warrington Limited, Grand Arcade Wigan Limited and West Orchards Coventry Limited. The Coventry facility agreement Lender: Aviva Commercial Finance Limited Borrower: West Orchards Coventry Limited Facility amount: £29 150 000 Description/purpose: The facility has been employed to finance in part the acquisition of West Orchards Shopping Centre, Smithford Way, Coventry and 4, 6, 8 and 10 Smithford Way, Coventry. Interest rate: 6.29 per cent per annum fixed Capital repayments: The borrower must repay approximately £6 182 660 of the facility amount before the maturity date in such instalments and on such dates specified by Aviva from time to time to the borrower. Maturity date: 3 July 2027 Property: West Orchards Shopping Centre, Smithford Way, Coventry and 4, 6, 8, and 10 Smithford Way, Coventry. Security: The borrower has given certain warranties and undertakings to the lender and granted to the lender a deed of legal charge and deed of assignment with respect to the property referred to above. Material covenants: 100 per cent income cover requirement ending on 12 September 2013; 105 per cent ending on 12 September 2015 and 110 per cent ending on the maturity date (applicable on an aggregated basis for all of the cross- collateralised Aviva facilities). Special conditions: This facility is cross-collateralised with those provided by Aviva Commercial Finance Limited to Birchwood Warrington Limited, Grand Arcade Wigan Limited and Byron Place Seaham Limited. The Wigan facility agreement Lender: Aviva Commercial Finance Limited Borrower: Grand Arcade Wigan Limited Facility amount: £125 000 000 as Facility A and £16 740 169 as Facility B (so a total of £141 740 169) Description/purpose: The facility has been employed to finance, in part, the acquisition and development of The Grande Arcade Shopping Centre, 25 and 27 Standishgate, Wigan, 1 and 13 to 25 (odd) Standishgate and land and buildings on the north side of Crompton Street, Wigan Interest rate: 5.68 per cent per annum fixed Capital repayments: The borrower must repay £24 150 000 of the facility amount dependent on available cash resources before the maturity date in such instalments and on such dates specified by Aviva from time to time to the borrower, in writing, the first instalment being due on the interest payment date following 3 April 2012. Maturity date: 3 April 2032 Property: • The Grand Arcade Shopping Centre, Wigan • 25 and 27 Standishgate, Wigan • 1 and 13 to 25 (odd) Standish Gate and land and buildings on the north side of Crompton Street, Wigan

248 Security: The borrower has given certain warranties and undertakings to the lender and granted to the lender a deed of legal charge and deed of assignment with respect to the property referred to above. Material covenants: 100 per cent income cover requirement ending on 12 September 2013; 105 per cent ending on 12 September 2015 and 110 per cent ending on the maturity date (applicable on an aggregated basis for all of the cross- collateralised Aviva facilities). Special conditions: This facility is cross-collateralised with those provided by Aviva Commercial Finance Limited to Birchwood Warrington Limited, Byron Place Seaham Limited and West Orchards Coventry Limited. There is an intercreditor arrangement in place whereby Facility A referred to above ranks ahead of the loan of £7 000 000 provided by Mezzanine Capital Limited (formerly known as Corovest Mezzanine Capital Limited) which in turn ranks ahead of Facility B referred to above. The Birchwood facility agreement Lender: Aviva Commercial Finance Limited Borrower: Birchwood Warrington Limited Facility amount: £29 150 000 Description/purpose: The facility has been employed to refinance in part the existing facility in relation to Birchwood Shopping Centre, Dewhurst Road, Warrington Interest rate: 6.10 per cent per annum fixed Capital repayments: Birchwood must repay £9 150 000 of the facility amount before the maturity date in such instalments and on such dates specified by Aviva from time to time to Birchwood, in writing, the first instalment being due on the interest payment date following the third anniversary of the date of the facility agreement. Maturity date: 13 September 2035 Property Birchwood Shopping Centre, Dewhurst Road, Warrington Security: The borrower has given certain warranties and undertakings to the lender and granted to the lender a deed of legal charge and deed of assignment with respect to the property referred to above. Material covenants: 100 per cent income cover requirement ending on 12 September 2013; 105 per cent ending on 12 September 2015 and 110 per cent ending on the maturity date (applicable on an aggregated basis for all of the cross- collateralised Aviva facilities) Special conditions: This facility is cross-collateralised with those provided by Aviva Commercial Finance Limited to Byron Place Seaham Limited, Grand Arcade Wigan Limited and West Orchards Coventry Limited. The Hotels facility Lender: AAreal Bank AG, Wiesbaden Borrower: Redefine International Hotel Holdings Limited Facility amount: £68 445 000 increased to £76 095 000 Description/purpose: To fund the acquisition of the hotels set out below Interest rate: Margin of 2.45 per cent per annum plus 2.20 per cent per annum fixed rate on original facility and 2.375 per cent per annum on additional facility. Capital repayment Quarterly payments of: Years 1 and 2: £150 000; Years 3, 4 and 5: £375 000 Repayment: The outstanding balance of the facility to be repaid at: Expiry of the final maturity date; or

249 Upon sale or refinancing of the whole or any part of the properties. Upon disposal of a property a minimum of 110 per cent of the allocated loan amount of that property will be repaid. Upon disposal of a property, the allocated loan amount will be repaid (100 per cent) with the remaining 10 per cent used in reduction of the remaining allocated loan amounts on a pro rata basis. Maturity date: 26 November 2015 Properties: Express By Holiday Inn Limehouse, London Express By Holiday Inn Park Royal, London Express By Holiday Inn Royal Docks, London Express By Holiday Inn Southwark, London Holiday Inn Brentford Lock, London Security: The borrower has given certain warranties and undertakings to the finance parties and together with its subsidiaries and Redefine Hotel Management Limited as tenant granted to the security trustee a debenture in respect of all of its assets and undertakings. The holders of the shares in the borrower and the tenant have also granted security over such shares to the security trustee. Subordination deeds have also been entered in favour of the finance parties. Material covenants: 70 per cent loan to value prior to 26 November 2013 and 65 per cent until Maturity date. 9.25 per cent yield on debt prior to 26 November 2013 and 10.25 per cent until Maturity date. 125 per cent debt service cover. Hedging arrangements: The facility is fully hedged at the fixed interest rates stated above. The St Georges facility Lender: Berlin-Hannoverische Hypothekenbank AG Borrower: St Georges Harrow Limited Facility amount: £41 745 000 Description/purpose: To assist with the acquisition of the St Georges Shopping Centre,Harrow, Middlesex, United Kingdom Interest rate: Margin of 2.50 per cent per annum when the loan to value ratio is equal to or exceeds 62.5 per cent and 2.25 per cent per annum at any time the loan to value ratio is less than 62.5 per cent plus LIBOR. Capital repayment: On 27 July, 27 October and 27 April each year falling on or after the second anniversary of 27 April 2011. £115 000 if the loan to value ratio is equal to or less than 62.5 per cent £287 500 if the loan to value ratio exceeds 62.5 per cent Maturity date: 27 April 2016 Property: St Georges Shopping Centre, Harrow, Middlesex. Security: The borrower has given certain warranties and undertakings to the finance parties and granted to the security trustee a debenture in respect of all of its assets and undertakings (including a first legal mortgage over each property held by it). The holder of the shares in the borrower has also granted security over such shares to the security trustee. Subordination deeds have also been entered in favour of the finance parties Material covenants: 70 per cent loan to value ratio; interest cover ratio 130 per cent up to 22 April 2012, 140 per cent up to 22 April 2013 and 150 per cent until maturity Hedging arrangements: The facility is capped at a LIBOR rate of 2.85 per cent The Gibson Facility Lender: Aviva Commercial Finance Limited (formerly known as Norwich Union Mortgage Finance Limited) Borrower: Gibson Property Holdings Limited

250 Facility amount: £13 600 000 Description/purpose: To fund the acquisition of the properties referred to below. Interest rate: 6.37 per cent per annum fixed Capital repayments: The borrower must repay £6 100 000 of the facility amount before the maturity date in such instalments and on such dates specified by the lender from time to time to the borrower. Maturity date: 11 June 2029 Properties: Kwik-Fit Portfolio: 7 Quarry Road, KA12 0TE, Scotland 7 Chesser Avenue, EH14 1TB, Scotland Units 1 & 2, 70-90 Dalrymple Street, PA15 1HU,Scotland 27-31 Canal Street, PH2 8LF, Scotland 50 Union Street, ML3 9AA, Scotland 65-67 Main Street, Bridgend, PH2 7HD, Scotland 151 Forton road, PO12 3HB, England 1 Telford Road, G75 0JD, Scotland 2196 Paisley Road West, Cardonald, G52 3SJ, England Bearwood Road, B66 4DP, England Bo’Ness Road, FK3 9BJ, England 244 Henver Road, TR7 3EH, England Swan Street, PE11 1BT, England 123 Causewayend, AB25 3TB, Scotland 40 Milburn Road, IV2 3TR, Scotland 11-43 Hospital Hill, KY11 3AT, Scotland East Road, IV30 1XU, Scotland Watling Street, ME7 2YS, England Carmondean Centre, EH54 8PT, Scotland Callander Road, FK1 1XS, Scotland 94 Baillieston Road, Mount Vernon, G32 0TH, Scotland 47-53 Hull Road, HU10 6SP, England Metropolitan Drive, FU3 9JO, England Richmond Walk, Devonport, PL1 4LL, England 180 Washway Road, Sale, Trafford, M33 6RH, England Security: The borrower has given certain warranties and undertakings to the lender and granted to the lender a deed of legal charge and deed of assignment with respect to all English properties owned by it and standard security and assignation of rents with respect to all Scottish properties owned by it. Material covenants: None The Newington House facility Lender: Allied Irish Banks p.l.c. Borrower: Newington House Limited Facility amount: £6 699 000 Description/purpose: To refinance the previous expired facility that was provided in relation to the acquisition of the property referred to below. Interest rate: 2.5 per cent margin plus 1.54 per cent per annum fixed Capital repayments: Quarterly repayments amortising to £6 084 000 on maturity date Maturity date: 29 October 2013 Property: 239-251 (ODD) Southwark Bridge Road, London, SE1 6NL

251 Security: The borrower has given certain warranties and undertakings to the bank and granted to the bank a debenture in respect of all of its assets and undertakings (including a first legal mortgage over each property held by it). The holders of the shares in the borrower have also granted security over such shares to the security trustee. Subordination deeds have also been entered in favour of the bank. Material covenants: 85 per cent loan to value; 120 per cent interest cover ratio Hedging arrangements: The facility is fully hedged at the fixed rate stated above. The Ciref Berlin 1 facility Lender: ABN AMRO Bank N.V. London Branch Borrower: Ciref Berlin 1 Limited and Ciref German Portfolio Limited Facility amount: €23 156 550 Description/purpose: To fund the acquisition of the properties referred to below Interest rate: Margin of 1.20 per cent per annum plus 4.611 per cent fixed rate on original facility amount of €10 122 974 and 4.20 per cent fixed rate on original facility amount of €13 033 576. Capital repayment: Various percentages per annum of total commitment in four equal instalments. Maturity date: 1 June 2014 Properties: Drinkgern, Lidl, Aachen and Bremenworde portfolio’s: 144776 Brandenburg, Potsdamerstr 23 24536 Neumunster, Kielerstr 385 52457 Aldenhoven, Blumenstr. 3 63741 Aschaffenburg, Langestr 50 27751 Delmenhorst, Bremerstr 302 74081 Heilbronn-Sonth, Kreuzackerstr 6 25709 Marne,westerstr. 30 24963 Tarp, Wanderuper str 17 45663 Recklinghausen, Marienstr 1 B 51570 Windeck, Gerhard-Hauptmannstr 2-6 48336 Sassenberg, Lappenbrink 53 29525 Uelzen, Hauenriede 1 29525 Uelzen, Hauenriede 17 32257 Bünde, Lübbecker str 74 52078 Aachen, Heusstr 4 27432 Bremervorde, Wesermünder Str. 60 Security: The borrowers and guarantor have given certain warranties and undertakings to the finance parties and granted a security package to the security agent that includes land charges, security assignments of claims under or in connection with any property acquisition document, any property development and construction agreement, any management agreement, any lease document, certain insurance policies, any hedging arrangement, and certain account pledges. The holders of the shares in the Borrowers have also granted security over the shares that they hold in the borrowers to the security agent. Subordination deeds have also been entered in favour of the finance parties. Material covenants: Interest cover at least 120 per cent; 90 per cent loan to value Hedging arrangements: The facility is fully hedged at rates specified above The Malthurst facility Lender: HSBC Bank plc

252 Borrower: Princes Street Investments Limited Facility amount: £11 7 70 000 Description/purpose: To assist with the acquisition of the Malthurst petrol station portfolio in the United Kingdom Interest rate: Margin of 2.5 per cent per annum plus a fixed rate of 1.69 per cent per annum Maturity date: 30 September 2016 Property: Malthurst petrol station portfolio: Morpeth Road, Ashington, Northumberland NE63 8PX A64 Eastbound, Tadcaster, North Yorkshire LS24 8EG, England Penistone Road, Sheffield, South Yorkshire S30 4JB, England A40, Eynsham, Oxfordshire OX8 1EN, England Sunderland Road, Gateshead, Tyne & Wear NE10 8HE, England Lawrence Street, York, North Yorkshire Y01 3EB, England Ickneild Street, Birmingham, West Midlands B18 5AU, England Malvern Road, Lower Wick, Worcestershire WR2 4NR, England 272 Meanwood Road, Leeds, West Yorkshire LS7 2JD, England Keighley Road, Bingley, West Yorkshire BD16 2RD, England 147 Torquay Road, Paignton, Devon TQ3 2AG, England London Road, Beaconsfield, Buckinghamshire HP9 1XA, England Yarm Road, Stockton on Tees, Cleveland TS18 3RW, England Nevilles Cross Bank, Stonebridge, County Durham DH1 3RY, England Telegraph Hill, Exeter, Devon EX6 7XX, England Thirsk BY-Pass, Thirsk, North Yorkshire Y07 3HL, England Fornham Road, Bury St Edmonds, Suffolk IP32 6AX, England Durham Road, Birtley, County Durham DH3 2BE, England Warwick Road, Kenilworth, Warwickshire CV8 1FB, England Security: The borrower has given certain warranties and undertakings to the lender and granted to the lender a debenture in respect of all of its assets and undertakings (including a first legal mortgage over each property held by it). An intercreditor deed has also been entered in favour of the lender. Material covenants: Loan to value of no more than 60 per cent; interest cover ratio at least 150 per cent Hedging arrangements: The facility is fully hedged at the fixed rate stated above The Delta facility Lender: Windermere XI CMBS plc Borrower: Wichford Delta Limited Facility amount: £76 000 000 Description/purpose: To assist with the funding of the properties secured by the Delta facility Interest rate: Margin of 0.75 per cent plus swap rate of 4.9485 per cent Capital repayment: The Delta facility must be reduced to £76 000 000 by 15 October 2013 and £40 000 000 by 15 October 2014 Maturity date: 15 April 2015 Properties: Barnsley – Cooper House, 59 Peel Street Bristol – Newfoundland Court/Newfoundland St Chelmsford – Wren House Edgbaston – 2 Duchess Place Grays – 2 Derby Street Harrow – Lyon House, Lyon Road Hartlepool – Ward Jackson House

253 Ipswich – St Clare House, Princes Street Leeds – Waterside Court, Kirkstall Road Liverpool – Prudential Buildings, 36 Dale Street Oldham – Tweedale House, Union Street Plymouth – Bretonside, Exeter Street Rochdale – Pilsworth Road, Heywood Sheffield – Kings Court, Hanover Way Smethwick – Trinity House, High Street Wigan – Brocol House King Street Wolverhampton – Molineux House Temple Street Security: The borrower(s) have granted security in respect of all their assets and undertakings including (where applicable) a first legal mortgage over each property held by it. The shares in each subsidiary have also been granted as security in favour of the security trustee. Material covenants: The financial covenants have been waived. Hedging arrangements: The facility is fully hedged at the rate specific above. The interest payable under the facility is an effective fixed rate. The relevant interest rate swap has been entered into by the lenders, however the borrower(s) remain liable for any costs or benefits associated with the interest rate swaps. The Zeta facility Lender: Lloyds TSB Bank plc Borrower: Wichford Zeta Limited Facility amount: £38 500 000 Description/purpose: To assist with the funding of the properties secured by the Zeta facility Interest rate: 75 per cent of loan amount at 4.06 per cent fixed, balance at 3.25 per cent above three-month LIBOR Capital repayments: £750 000 per quarter Maturity date: 12 May 2016 Properties: Bedford – Woodlands, Manton Lane Bristol – Temple Back Chatham – The Observatory, Brunel Croydon – St Anne House, Wellesley Road Dalkeith – 7/15 Buccleuch Street Edinburgh, Parliament Square Leeds, Park Place Newcastle – Centrallofts Plymouth – West Point and Centre Court, Ebrington Street Sparkhill – Haynesfield House, Stoney Lane Swindon – Delta 900, Delta Business Park Dundee, DSA Wigan – DSA York – Athena House, Kettlestring Lane, Clifton Moor Gillingham – Newington Causeway Uxbridge – DSA Kier Park Wat ford – Exchange House Weymouth – Westurey House Aberdeen – West Tullos Industrial Centre

254 Security: The borrower(s) have granted security in respect of all their assets and undertakings including (where applicable) a first legal mortgage over each property held by it. The shares in each subsidiary have also been granted as security in favour of the security trustee. Material covenants: Loan to value ratio of no more than 55 per cent; interest cover ratio at least 140 per cent Hedging arrangements: The facility is 75 per cent hedged at rates specified above. The Hague facility Lender: SNS Property Finance B.V. Borrower: Wichford Den Haag B.V. Facility amount: €22 000 000 Description/purpose: To finance the acquisition of Haagse Veste 1, a single property located in the Hague, Netherlands. Interest rate: Margin of 2.30 per cent (including 0.5 per cent liquidity surcharge) plus swap rate of 4.885 per cent Capital repayments: The Hague facility was non-reducing however the Wichford group has subsequently agreed that for the period from November 2009 to October 2011 this facility will become a reducing loan whereby 0.25 per cent per annum of the initial outstanding balance will be repaid over that period in equal quarterly amounts. Maturity date: 17 July 2014 Properties: Haagse Veste 1 Security: The Hague facility is secured against the property, which is let to the Royal Dutch Government. The property is held by Den Haag BV. Material covenants: None Hedging arrangements: The facility is fully hedged at rates specified above. The Coronation facility agreement Lender: Coronation Group Investments Limited Borrower: Redefine Facility amount: £20 000 000 Description/purpose: The purpose of the facility is for general working capital purposes. Interest rate: 6.00 per cent per annum fixed Commitment Fee: 1.80 per cent per annum on the amount of the available facility Maturity date: 31 December 2014 Security: The borrower has given certain warranties and undertakings to the finance parties and together with its subsidiary company, Redefine Cyprus Limited, granted to the security trustee a share charge over the 100 Ordinary Shares of €1 each in Redefine Australian Investments Limited and the shares issued by or in Cromwell, the legal and beneficial title to which is held from time to time, by Redefine Australian Investments Limited. Material Covenants: The value of the Cromwell shares held by Redefine Australian Investments Limited may not be less than £60 million. The Investec Facility Lender: Investec bank (Australia) Limited Borrower: Redefine Australian Investments Limited Facility amount: AUD 60 000 000 Description/purpose: To assist with the funding of the investment in Cromwell Property Group and general corporate purposes of the borrower. Interest rate: Margin of 4.00 per cent plus swap rate of 3.30 per cent

255 Maturity date: 4 March 2016 Security: Units of stapled marketable securities (comprising one share in Cromwell Corporation Limited CAN 001 056 980 and one unit in Cromwell Diversified Property Trust ARSN 102 982 598) subscribed for by the Borrower Material covenants: Loan to value ratio of no more than 40 per cent The VBG Facility Lender: DG Hyp Borrower: RI Menora Ludwigsburg GmbH & Co.KG RI menorah Bergisch Gladbach GmbH & Co.KG RI Menora Berlin GmbH & Co.KG RI Menora Dresden GmbH & Co.KG Facility amount: €57 000 000 Description/purpose: To assist with the funding of the properties secured by the facility Interest rate: Margin of 1.72 per cent plus swap rate of 0.915 per cent Maturity date: 28 September 2017 Properties: Markgrafenstrasse 17/18, 10969 Berlin, Germany Wiener Platz, 01069 Dresden, Germany Kolner Strasse 20, 51429 Bergisch Gladbach, Germany Martin-Luther-Strasse 79, 71636 Ludwigsburg, Germany Security: The borrower(s) have granted security in respect of all their assets and undertakings including (where applicable) a first legal mortgage over each property held by it. The shares in each subsidiary have also been granted as security in favour of the security trustee. Material covenants: Interest cover ratio at least 130 per cent The Altona Hamburg Facility Lender: HSH Nordbank CMC Shopping Centre Altona GmbH Borrower: Facility amount: €56 000 000 Description/purpose: To assist with the funding of the property secured by the facility Interest rate: Margin of 2.20 per cent plus swap rate of 1.48 per cent Maturity date: 28 February 2020 Properties: Bahnhof Altona Shopping Centre, Hamburg Security: The borrower(s) have granted security in respect of all their assets and undertakings including (where applicable) a first legal mortgage over each property held by it. The shares in each subsidiary have also been granted as security in favour of the security trustee Material covenants: Interest cover ratio at least 110 per cent and Loan to value ration of not more than 80 per cent, reducing to 75 per cent after four years. The City Arkaden Ingolstadt Facility Lender: Hypothekenbank Borrower: City Arkaden GmbH & Co. KG Facility amount: €13 422 928 Description/purpose: To assist with the funding of the property secured by the facility Interest rate: Margin of 1.15 per cent above three month Euribor Maturity date: 1 June 2016 Properties: City Arkaden Shopping Mall, Ingolstadt

256 Security: The borrower(s) have granted security in respect of all their assets and undertakings including (where applicable) a first legal mortgage over each property held by it. The shares in each subsidiary have also been granted as security in favour of the security trustee Material covenants: None The SSC Berlin Facility Lender: HSH Nordbank Borrower: EKZ Berlin GmbH & Co. KG Facility amount: €72 000 000 Description/purpose: To assist with the funding of the property secured by the facility Interest rate: Margin of 2 per cent plus swap rate of 0.94 per cent Maturity date: 30 August 2017 Properties: Schloss-Strassen Shopping Centre, Berlin Security: The borrower(s) have granted security in respect of all their assets and undertakings including (where applicable) a first legal mortgage over each property held by it. The shares in each subsidiary have also been granted as security in favour of the security trustee Material covenants: Interest cover ratio at least 115 per cent and Loan to value ration of not more than 80 per cent, reducing to 75 per cent after three years.

17. MEMORANDUM AND ARTICLES OF ASSOCIATION The current Memorandum of Association of the Company provides that the objects of the Company are unrestricted and the Company has, by and subject to the IOM Act, the same rights, power and privileges as an individual, unless restricted by special resolution and no such restrictions have been imposed or are resolved to be imposed. Should Resolution 3 be passed at the Extraordinary General Meeting, the New Memorandum will be adopted. The New Memorandum will not impose any restrictions on the objects of the Company. Paragraphs 17.1 to 17.12 below contain a summary of the existing Articles. The provisions summarised in paragraphs 17.3(d), 17.3(e), 17.3(g), 17.4(c), 17.6(a), 17.6(b) 17.7(b), 17.7(h), 17.7(j), 17.9(a), 17.9(b), 17.9(c), 17.11(a) and 17.11(b) also set out the new position should Resolution 3 be passed at the Extraordinary General Meeting and the New Articles be adopted. Further details of the proposed changes to the existing Articles are set out in part XIV.

17.1 Voting rights (a) The Shareholders shall be entitled to receive notice of, to attend and to vote at all general meetings of the Company. Subject to the restrictions in the Articles (as described in paragraph 17.2 below) and subject to any special rights or restrictions for the time being attached to any class of shares, every Shareholder who is present in person (or, being a corporation, by representative) at a general meeting on a show of hands has one vote and, on a poll, every such holder who is present in person (or, being a corporation, by representative) or by proxy has one vote in respect of every share held. (b) Unless the Board otherwise determines, no Shareholder shall be entitled to vote at a general meeting or at any separate general meeting of the holders of any class of shares either in person or by proxy, or to exercise any other right or privilege as a member in respect of a share held by him unless and until all calls or other sums presently due and payable by him in respect of that share, whether alone or jointly with any other person, together with interest and expenses (if any) have been paid to the Company.

17.2 Restrictions on Ordinary Shares Shares in the capital of the Company must be fully paid up when issued. No member shall, unless the Board otherwise determines, be entitled to vote at a general meeting or at any separate meeting of the holders of any class of shares, either in person or by proxy, or to exercise any other right or privilege as a member in respect of a share held by him unless and until all calls or other sums presently due and payable by him in respect of that share whether alone or jointly with any other person together with interest and expenses (if any) have been paid to the Company.

257 If any Shareholder, or any other person appearing to the Directors to be interested in any shares in the capital of the Company held by such Shareholder has been served with a request notice under Article 16 2 and does not within the 14-day period prescribed therein supply to the Company the information thereby requested, the Company may (at the absolute discretion of the Directors) at any time thereafter by notice (a “restriction notice”) to such Shareholder direct that, in respect of the shares in relation to which the default has occurred (the “default shares” which expression shall include any further shares which are issued in respect of any Default Shares), the Shareholder shall not be entitled to be present or to vote on any question, either in person or by proxy, at any general meeting of the Company or separate general meeting of the holders of any class of shares of the Company, or to be reckoned in a quorum. Where the Default Shares represent at least 0.25 per cent (in nominal value) of the issued shares of the same class as the Default Shares, then the restriction notice may also direct that: (a) any dividend or any part thereof or other monies which would otherwise be payable on or in respect of the Default Shares shall be withheld by the Company, shall not bear interest against the Company and shall be payable (when the Restriction Notice ceases to have effect) to the person who would but for the Restriction Notice have been entitled to them; and/or (b) where an offer of the right to elect to receive shares of the Company instead of cash in respect of any dividend or part thereof is or has been made by the Company, any election made thereunder by such member in respect of such Default Shares shall not be effective; and/or (c) no transfer of any of the shares held by such member shall be recognised or registered by the Directors unless: (d) the transfer is a permitted transfer; or (e) the member is not himself in default as regards supplying the requisite information required under Article 161 and, when presented for registration, the transfer is accompanied by a certificate by the member in a form satisfactory to the Directors effect that after due and careful enquiry the member is satisfied that none of the shares the subject of the transfer are Default Shares.

17.3 Variation of class rights and alteration of capital (a) Subject to the provisions of the IOM Act and to any special rights for the time being attached to any existing shares, any shares may be allotted or issued with or have attached to them such preferred, deferred or other special rights or restrictions, whether in regard to dividend, voting, transfer, return of capital or otherwise, as the Company may from time to time by special resolution determine or, if no such resolution has been passed or so far as the resolution does not make specific provision, as the Board may determine. (b) If at any time the share capital of the Company is divided into shares of different classes, any of the rights for the time being attached to any share or class of shares in the Company (and notwithstanding that the Company may be or be about to be in liquidation) may be varied or abrogated in such manner (if any) as may be provided by such rights or, in the absence of any such provision, either with the consent in writing of the holders of not less than three-quarters in nominal value of the issued shares of the class or with the sanction of an extraordinary resolution passed at a separate general meeting of the holders of shares of the class duly convened and held as hereinafter provided (but not otherwise). (c) The Company in general meeting may from time to time by special resolution: (i) increase its authorised share capital by such sum to be divided into shares of such amount as the resolution prescribes; (ii) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; (iii) cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled; and (iv) subject to the provisions of the IOM Act, subdivide its shares or any of them into shares of a smaller amount, and may by such resolution determine that, as between the shares resulting from such sub- division, one or more of the shares may, as compared with the others, have any such preferred, deferred or other special rights or be subject to any such restrictions as the Company has power to attach to unissued or new shares. (d) Subject to the provisions of the IOM Act and to any rights for the time being attached to any shares, the Company may by special resolution reduce its share capital or any capital redemption reserve or share premium account in any way. If Resolution 3 is passed and the New Articles are adopted, a reduction of capital will only be possible if the Directors are satisfied that the Company passes the statutory solvency test set out in section 49 of the 2006 Act. Further information about this change is set out in paragraph 2.3 of Part XIV. (e) Subject to the provisions of the IOM Act and any resolution of the Company in general meeting relating to pre-emptive rights, unissued shares at the date of adoption of the Articles and any shares hereafter created are at

258 the disposal of the Board who, subject to being authorised to do so by the Company by an ordinary resolution of the shareholders passed in general meeting, may allot (with or without conferring rights of renunciation), grant options over, offer or otherwise deal with or dispose of them or rights to subscribe for or convert any security into shares to such persons (including the Directors themselves), at such times and generally on such terms and conditions as the Board may decide, provided that no share shall be issued at a discount. If Resolution 3 is passed and the New Articles are adopted, clause 10.1 of the Articles will be amended to clarify that allotments may be made for such consideration in any form (including money, a promissory note or the written obligation to contribute money or property, real property, personal property (including goodwill and know-how), services rendered, or a contract for future services) as the Board may decide, provided no share shall be issued at a discount to par value. (f) Subject to the provisions of the IOM Act and to any special rights for the time being attached to any Existing Ordinary Shares, any share (including any preference share) may be issued which is, or at the option of the Company or of the holder of such share is liable, to be redeemed on such terms and in such manner as the Articles and the IOM Act may provide. (g) Subject to the provisions of the IOM Act and to any rights for the time being attached to any shares, the Company may purchase any of its own shares of any class (including any redeemable shares). Any shares to be so purchased may be selected in any manner whatsoever. If Resolution 3 is passed and the New Articles are adopted, no dividend may be declared unless the Directors are satisfied that the Company will, immediately after the payment thereof, pass the statutory solvency test set out in section 49 of the 2006 Act. Further information about this change is set out in paragraph 2.4 of Part XIV.

17.4 Transfer of shares (a) Subject to such of the restrictions of the Articles as may be applicable (as described in paragraph 17.2 above), each Shareholder may transfer all or any of his shares by instrument of transfer in writing in any usual form or in any form approved by the Board or, without a written instrument (subject to the class of shares becoming a participating security for the purposes of the regulations), through an uncertified system in accordance with the regulations. (b) In respect of shares held in certificated form, every instrument of transfer shall be executed by or on behalf of the transferor and (in the case of a transfer of a share which is not fully paid up) by or on behalf of the transferee. Every instrument of transfer and shall be left at the registered office of the Company (or such other place as the Board may from time to time determine) at which it is presented for registration accompanied by the certificate of the shares so transferred, and/or such other evidence as the Company may require, to prove the title of the transferor of his rights to transfer the shares. All authorities to sign instruments of transfer granted by members for the purpose of transferring shares which may be lodged, produced or exhibited with or to the Company at its registered office (or such other place as the Board may from time to time determine) shall, as between the Company and the grantor of such authorities, be taken and deemed to continue and remain in full force and effect and the Company may allow the same to be acted upon until such time as express notice in writing of the revocation of the same shall have been given and lodged at the Company’s registered office (or such other place as the Board may from time to time determine) at which the authority was lodged, produced or exhibited. Even after the giving and lodging of such notice, the Company shall be entitled to give effect to any instrument signed under the authority to sign, and certified by any officer of the Company, as being in order before the giving and lodging of such notices. The transferor shall be deemed to remain the holder of such share until the name of the transferee is entered in the register in respect of it. (c) Subject to (e) below, the Board may, in its absolute discretion and without giving any reason, refuse to register any transfer of a certificated share (or renunciation of a renounceable letter of allotment) unless: ( i) it is in respect of only one class of share; ( ii) it is in favour of not more than four joint transferees; ( iii) it is duly stamped (if so required); and ( iv) it is delivered for registration in accordance with (b) above. (d) if Resolution 3 is passed and the New Articles are adopted, the Board may only refuse to register any such transfer if it is not registered in accordance with common principles of transfer and may not refuse to register such transfers where such refusal would prevent share dealings taking place on an open and proper basis. (e) The Directors are required to register a transfer of an uncertificated share (a share in CREST) in accordance with the regulations and may refuse to register the transfer of any uncertificated share in accordance with the regulations.

259 (f) The Board shall not refuse to register any transfer or renunciation of shares which are traded on the London Stock Exchange or on the JSE in circumstances where such refusal would prevent dealings in such shares from taking place on an open and proper basis. ( g) Transfers of shares to a prohibited person under the Articles will not be registered. ( h) Transfers of shares will not be registered in the circumstances referred to in paragraph 17.2 above ( i) If the Board refuses to register a transfer of a share it shall, within two months after the date on which the transfer was lodged with the Company, send notice of the refusal to the transferee. Any instrument of transfer which the Board refuses to register shall (except in the case of suspected or actual fraud) be returned to the person depositing it. All instruments of transfer which are registered may be retained by the Company. No fee shall be charged for registration of a transfer or on the registration of any probate, letters of administration, certificate of death or marriage, power of attorney, notice or other instrument relating to or affecting the title to any shares. The registration of transfers of shares or of any class of shares may be suspended (to the extent the same is consistent with the IOM Act) at such times and for such periods (not exceeding 30 days in any year) as the Board may from time to time determine. Notice of closure of the register shall be given in accordance with the requirements of the IOM Act.

17.5 Borrowing powers (a) The Board may exercise all the powers of the Company to borrow money, to give guarantees, to mortgage, hypothecate, pledge or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company and, subject to the provisions of the IOM Act and the Articles, to create and issue debenture and other loan stock and debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party. Provided that the Board shall restrict the borrowings of the Company so as to secure that the aggregate principal amount for the time being of all borrowings by the Company and for the time being owing to persons outside the Company shall not at any time, without the previous sanction of an ordinary resolution of the Company exceed ten times the aggregate of: (i) the amount paid up on the issued share capital for the time being of the Company; and (ii) the total of capital and revenue reserves (including any share premium account, capital redemption reserve, all as shown in the latest balance sheet of the Company).

17.6 Dividends and distributions to Shareholders on liquidation (a) Subject to the provisions of the IOM Act and of the Articles, the Company may by ordinary resolution declare dividends to be paid to members according to their respective rights and interests in the profits of the Company. However, no dividend shall exceed the amount recommended by the Board. If Resolution 3 is passed and the New Articles are adopted, no dividend may be declared unless the Directors are satisfied that the Company will, immediately after the payment thereof, pass the statutory solvency test set out in section 49 of the 2006 Act. Further information about this change is set out in paragraph 2.7 of Part XIV. Except as otherwise provided by the rights attached to shares, all dividends shall be declared and paid according to the amounts paid up (otherwise than in advance of calls) on the shares on which the dividend is paid. If Resolution 3 is passed and the New Articles are adopted, article 164 will enable the Directors to withhold the payment of dividends to Substantial Shareholders (as such term is defined in the New Articles. Further information about this change is set out in paragraph 1 of Part XIV. Subject as aforesaid, all dividends shall be apportioned and paid proportionately to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid, but if any share is issued on terms providing that it shall rank for dividend as from a particular date, it shall rank for dividend accordingly. (b) Subject to the provisions of the IOM Act, the Board may declare and pay such interim dividends (including any dividend payable at a fixed rate) as appears to the Board to be justified by the profits of the Company available for distribution. If Resolution 3 is passed and the New Articles are adopted, no dividend may be declared unless the Directors are satisfied that the Company will, immediately after the payment thereof, pass the statutory solvency test set out in section 49 of the 2006 Act. Further information about this change is set out in paragraph 2.7 of XIV. (c) The Board may, with the authority of an ordinary resolution of the Company, direct that payment of any dividend declared may be satisfied wholly or partly by the distribution of assets, and in particular or paid up shares or debentures of the Company or any other company, or in anyone or more of such ways. Where any difficulty arises in regard to such distribution, the Board may settle it as it thinks fit. (d) Subject to the Directors ensuring that the Company is at all times able to immediately satisfy any claim to such unclaimed dividends, all unclaimed dividends may be invested or otherwise be made use of by the

260 Directors for the benefit of the Company until claimed, provided that any dividend remaining unclaimed for a period of not less than 3 (three) years from the date on which it became payable may be forfeited by resolution of the Directors for the benefit of the Company. (e) If the Company is wound up the liquidator may, with the sanction of an extraordinary resolution of the Company and any other sanction required by law, divide among the members in specie the whole or any part of the assets of the Company and may, for that purpose, value any assets and determine how the division shall be carried out as between the Shareholders or different classes of Shareholders. Any such division may be otherwise than in accordance with the existing rights of the Shareholders, but if any division is resolved otherwise than in accordance with such rights, the Shareholders shall have the same right of dissent and consequential rights as if such resolution were a special resolution passed pursuant to section 222 of the IOM Act. The liquidator may, with the like sanction, vest the whole or any part of the assets in trustees on such trusts for the benefit of the Shareholders as he with the like sanction shall determine, but no Shareholder shall be compelled to accept any assets on which there is a liability.

17.7 Directors (a) Subject to the provisions of the IOM Act and the Memorandum and Articles of Association of the Company and to any Directions given by special resolution of the Company the business of the Company shall be managed by the Board, which may exercise all the powers of the Company, whether relating to the management of the business or not. (b) Unless and until otherwise determined by the Company by ordinary resolution, the number of the Directors (other than any alternate directors) shall be not less than four but there shall be no maximum. A majority of the Directors must be resident outside the United Kingdom. If Resolution 3 is passed and the New Articles are adopted, the requirement for a majority of the Directors to be resident outside the United Kingdom will be removed. Further information about this change is set out in paragraph 1.7 of Part XIV. A Director shall not be required to hold any shares of the Company. (c) Subject to the provisions of the IOM Act and provided that Article 120 is complied with, a Director, notwithstanding his office: (i) may enter into or otherwise be interested in any contract, arrangement, transaction or proposal with the Company or in which the Company is otherwise interested, either in regard to his tenure of any office or place of profit or as vendor, purchaser or otherwise; (ii) may hold any other office or place of profit under the Company (except that of auditor or of auditor of a subsidiary of the Company) in conjunction with the office of the Director and may act by himself or through his firm in a professional capacity for the Company, and in any such case on such terms as to remuneration and otherwise as the Board may arrange, either in addition to or in lieu of any remuneration provided for by any other Article; (iii) may be a director or other officer of, or employed by, or a party to any transaction or arrangement with or otherwise interested in, any company promoted by the Company or in which the Company is otherwise interested or as regards which the Company has any powers of appointment; (iv) shall not be liable to account to the Company for any profit, remuneration or other benefit realised by any such office, employment, contract, arrangement, transaction or proposal; and (v) and no such contract, arrangement, transaction or proposal shall be avoided on the grounds of any such interest or benefit. (d) Save as provided in the Articles, and provided that notice has been given, a Director may vote and be counted in the quorum in relation to, any resolution of the Board or of a committee of the Board concerning any contract, arrangement, transaction or any other proposal whatsoever to which the Company is or is to be a party and in which he has directly or indirectly any interest which is material or otherwise than by virtue of his interests in shares or debentures or other securities of or otherwise. (e) If any question arises at any meeting as to the entitlement of any Director (other than the chairman) to vote or be counted in a quorum, and such question is not resolved by his voluntarily agreeing to abstain from voting or being counted in the quorum, such question shall be referred to the chairman of the meeting. The chairman’s ruling in relation to the Director concerned shall be final and conclusive. (f) The Directors (other than alternate directors) shall be entitled to receive by way of fees for their services as Directors such sum as the Board may from time to time determine provided that such sum shall not exceed in the aggregate £350 000 (or such other sum as the Company in general meeting shall from time to time determine).

261 (g) Such sum (unless otherwise directed by the resolution of the Company by which it is voted) shall be divided among the Directors in such proportions and in such manner as the Board may determine or, in default of such determination, equally (except that in such event of any Director holding office for less than the whole of the relevant period in respect of which the fees are paid shall only rank in such division in proportion to the time during such period for which he holds office). Any fees payable pursuant to the Articles shall be distinct from any salary, remuneration or other amounts payable to a Director pursuant to any other provisions in the Articles and shall accrue from day to day. (h) The Board may from time to time appoint one or more of its body to hold any employment or executive office (including that of chief executive or managing director) for such term (subject to the provisions of the IOM Act) and subject to such other conditions as the Board thinks fit, provided that no person who is resident in the United Kingdom may be so appointed. The Board may revoke or terminate any such appointment without prejudice to any claim for damages for breach of contract between the Director and the Company. If Resolution 3 is passed and the New Articles are adopted, it will be possible for an executive director to be appointed who is resident in the United Kingdom. Further information about this change is set out in paragraph 1.7 of Part XIV. The salary or remuneration of any Director appointed to hold any employment or executive office in accordance with the provisions of the Articles may be either a fixed sum of money, or may altogether or in part be governed by business done or profits made or otherwise determined by the Board, and may be in addition to or in lieu of any fee payable to him for his services as a Director pursuant to the Articles. (i) A resolution for the appointment of two or more persons as Directors by a single resolution shall be void unless an ordinary resolution that it shall be so proposed has first been agreed to by the meeting without any vote being given against it. (j) The Board may from time to time: (i) delegate or entrust to and confer on any Director holding executive office and who is not resident in the United Kingdom (including a chief executive or managing director) such of its powers, authorities and discretions (with power to sub-delegate) for such time, on such terms and subject to such conditions as it thinks fit; and (ii) revoke, withdraw, alter or vary all or any of such powers. (iii) If Resolution 3 is passed and the New Articles are adopted, it will be possible for an executive director to be appointed who is resident in the United Kingdom. Further information about this change is set out in paragraph 1.7 of Part XIV. (k) Each Director (other than an alternate director) may, by notice in writing delivered to the Company Secretary at the registered office of the Company, or in any other manner approved by the Board, appoint any other Director or any person approved for that purpose by the Board and willing to act, to be his alternate. (l) At each Annual General Meeting one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not greater than one-third) shall retire from office by rotation. The Directors to retire by rotation shall include (so far as necessary to obtain the number required) any Director who is due to retire at the meeting by reason of age or who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. Life directorships are not permissible.

17.8 Investigate interests in Shares The Company may by notice in writing request any person whom the Company knows or has reasonable cause to believe to be or, at any time during the three years immediately preceding the day on which the notice is issued, to have been interested in shares in the Company: (a) to confirm that fact or (as the case may be) to indicate whether or not it is the case; and (b) where he holds or has during that time held an interest in shares so comprised, to give such further information as may be requested in accordance with Article 162.2.

17.9 Annual General Meetings and Extraordinary General Meetings (a) Subject to the provisions of the IOM Act, Annual General Meetings shall be held at such time and place as the Board may determine. If Resolution 3 is passed and the New Articles are adopted, future annual general meetings of the Company must be held in the United Kingdom.

262 (b) The Board may convene an extraordinary general meeting whenever it thinks fit. An extraordinary general meeting shall also be convened on such requisition, or in default may be convened by such requisitionists, as provided by section 113 of the IOM Act. If Resolution 3 is passed and the New Articles are adopted, the relevant statutory provision in respect of the requisition of meetings will be section 67(2) of the 2006 Act. (c) An Annual General Meeting and an extraordinary general meeting convened for the passing of a special resolution shall be convened by not less than 21 clear days’ notice in writing. All other extraordinary general meetings shall be convened by not less than 14 clear days’ notice in writing. If Resolution 3 is passed and the New Articles are adopted, the notice requirements for meetings will be 21 clear days for an annual general meeting and 14 clear days for extraordinary general meetings (regardless of whether or not a special resolution is proposed). (d) No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business. Two persons entitled to attend and to vote on the business to be transacted, each being a member or a proxy for a member or a duly authorised representative of a corporation which is a member, shall be a quorum. (e) The Board may convene a meeting of the holders of any class of shares whenever it thinks fit and whether or not the business to be transacted involves a variation or abrogation of class rights. The quorum for every such meeting shall be not less than two persons holding or representing by proxy at least one third of the nominal amount paid up on the issued shares of the class.

17.10 Notification of interests in shares Notification of interests in shares is only dealt with in the Articles. The Articles provide that where a member either: (a) to his knowledge acquires a notifiable interest in shares in the Company or ceases to be so interested in shares (whether or not retaining an interest in other shares); or (b) becomes aware that he has so acquired a notifiable interest in shares in the Company or that he has ceased to be so interested in shares in the Company in which he was previously interested; then the Shareholder is obliged to notify the Company of the interests which he has or had in shares. A Shareholder has a “Notifiable Interest” at any time when he is interested in shares and is resident for tax purposes in the Isle of Man or the legal holder of shares of an aggregate nominal value equal to or more than 5 per cent of the Company’s issued share capital.

17.11 Provisions relating to changes in the capital that are more stringent than required by law Subject to the provisions of the IOM Act and to any rights for the time being attached to any shares, the Company may by special resolution reduce its share capital or any capital redemption reserve or share premium account in any way. If Resolution 3 is passed and the New Articles are adopted, a reduction of capital will only be possible if the Directors are satisfied that the Company passes the statutory solvency test set out in section 49 of the 2006 Act. Further information about this change is set out in paragraph 2.3 of Part XIV. (a) Subject to the provisions of the IOM Act and to any rights for the time being attached to any shares, the Company may purchase any of its own shares of any class (including any redeemable shares). Any shares to be so purchased may be selected in any manner whatsoever. If Resolution 3 is passed and the New Articles are adopted, a purchase of own shares will only be possible if the Directors are satisfied that the Company passes the statutory solvency test set out in section 49 of the 2006 Act. Further information about this change is set out in paragraph 2.4 of Part XIV. (b) If at any time the share capital of the Company is divided into shares of different classes, any of the rights for the time being attached to any share or class of shares in the Company (and notwithstanding that the Company may be or be about to be in liquidation) may be varied or abrogated in such manner (if any) as may be provided by such rights or, in the absence of any such provision, either with the consent in writing of the holders of not less than three-quarters in nominal value of the issued shares of the class or with the sanction of an extraordinary resolution passed at a separate general meeting of the holders of shares of the class duly convened and held as hereinafter provided (but not otherwise).

17.12 Other The Board may not make, amend or repeal any necessary or incidental rules relating to the governance of the Company which are contrary to the JSE Listings Requirements.

263 The members may not ratify any action by the Company or the Directors that is inconsistent with any limit, restriction or qualification contained in the Articles and/or any provision contained in the JSE Listings Requirements.

18. UK TAKEOVER CODE ON TAKEOVERS AND MERGERS The Company is subject to the provisions of the UK Takeover Code. Under Rule 9 of the UK Takeover Code, any person or group of persons acting in concert with each other which, taken together with shares already held by that person or group or persons, acquires 30 per cent or more of the voting rights of a public company which is subject to the UK Takeover Code or holds not less than 30 per cent but not more than 50 per cent of the voting rights exercisable at a general meeting and acquires additional shares which increase the percentage of their voting rights, would normally be required to make a general offer in cash at the highest price paid within the preceding 12 months for all the remaining equity share capital of the Company. Please refer to Part XIII of this document in relation to the Company seeking a waiver of the obligation under Rule 9 of the UK Takeover Code, in respect of which the Company is proposing Resolution 1 at the EGM.

19. MANDATORY TAKEOVER BIDS, SQUEEZE-OUT AND SELL-OUT RULES Other than provided by the IOM Act and the UK Takeover Code, there are no rules or provisions relating to mandatory bids and/or squeeze-out and sell-out rules in relation to the Ordinary Shares.

20. LEGAL AND ARBITRATION PROCEEDINGS There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Company is aware) during the previous 12 months which may have or have had in the recent past significant effects on the Company or the Group’s financial position or profitability.

21. RELATED PARTY TRANSACTIONS Further details of the Related Party Transaction are set out in Paragraph 5 of Part V. Pursuant to the terms of the Investment Adviser’s Agreement described in paragraph 22.18 of this Part XV, there are accounting charges made by RIPML to the Company as set out in the historical financial information on the Company incorporated by reference pursuant to Part XVI of this document during the three financial period s to 31 August 2013. RIFM, which is a related party, is a party to the RIFM Placing Agreement with the Company. Further details of the RIFM Placing Agreement are set out at paragraph 22.5 of this Part XV. The Company has not entered into any other related party transactions during such period or up to the date of this document.

22. MATERIAL CONTRACTS 22.1 The following is a summary of each contract that has been entered into by members of the Group otherwise than in the ordinary course of business. 22.1.1 in the two years immediately preceding the date of this document and are, or may be, material to the Group; or 22.1.2 otherwise than in the two years immediately preceding the date of this document which contain any provision under which any member of the Group has any obligation or entitlement which is material to the Group, as at the date of this document. 22.2 A restructuring deed dated 16 October 2013, between (1) Grand Arcade Wigan Limited (“GAW”) and West Orchards Coventry Limited (“WOC”), and (2) Aviva Commercial Finance Limited pursuant to which the directors of GAW and WOC have agreed with Aviva the conditions upon which Aviva is prepared to consent to the directors of GAW and WOC (and also of Standishgate Wigan Limited) proposing company voluntary arrangements (“CVAs”) with respect to certain of the debt owed to Aviva by those companies. After the approval of the CVAs (and the expiry of the period during which any appeal can be made): (a) WOC will no longer owe any sums to Aviva and the shopping centre known as West Orchards, Coventry will be unencumbered. Aviva will have rights to a 25 per cent share of any uplift in value if the centre or WOC are sold in the three years after completion; (b) Redefine International will repay part of the remaining facility provided by Aviva to GAW in an amount of £7 000 000;

264 (c) the amount owing by GAW to Aviva will, after the payment referred to above and implementation of the CVAs, be £13 000 000; (d) Aviva will have the right to certain profit share payments after completion as follows: • 50 per cent of any excess rental income after payment of all sums due to Aviva under their facility agreement subject to the below 10 per cent incremental reductions following each payment; • 10 per cent of the equity value of the Grand Arcade, Wigan shopping centre as that value meets certain milestones as follows: – £1 700 000 when the value reaches £90 000 000; – £2 700 000 when the value reaches £100 000 000; – £3 700 000 when the value reaches £110 000 000; – £4 700 000 when the value reaches £120 000 000; – £5 700 000 when the value reaches £130 000 000, (together the “Interim Profit Payments”); • 50 per cent of any profit made on a sale of GAW or Grand Arcade, Wigan which percentage will reduce to 40 per cent, 30 per cent, 20 per cent, 10 per cent and then nil per cent as the Interim Profit Payments are made; (e) Weston Favell Limited, a wholly owned subsidiary of Redefine International will purchase the shopping centre known as Weston Favell Shopping Centre, Northampton for a consideration of £84,000,000 with a facility of £50,000,000 provided by Aviva.

22.3 The RIFM Acquisition Agreements, comprising (1) an agreement between the Company, Madison Property Fund Managers Limited and Redefine Properties Limited dated 6 November 2013, and (2) an agreement between the Company and Corovest Offshore Limited dated 6 November 2013, in relation to the acquisition by the Company of the entire issued share capital of RIFM (being the Internalisation). The total consideration payable by the Company pursuant to the RIFM Acquisition Agreements comprises 79,000,000 Ordinary Shares, being the RIFM Consideration Shares. Pursuant to the RIFM Acquisition Agreements, the Company will acquire RIFML subject to satisfaction of certain conditions, being the passing of Resolutions 1 and 2 at the EGM, the consent of SARB to completion of the acquisition of RIFML, the entry into at completion of service agreements with the Company for each of Michael Watters, Andrew Rowell (further details of which are given at paragraph 12.12 of Part XV of this document) and Stephen Oakenfull, there having been no material breach of the warranties given in the RIFM Acquisition Agreements in the period between exchange and completion, RIFM owning no more and no less than 33 per cent of the shares of RBDL (being a requirement under the UK-REIT eligibility criteria for the Company), the election by the Company for UK-REIT status and the release of charges granted over the issued shares to be acquired by the Company. Each of the RIFM Acquisition Agreements contain warranties in relation to RIFM and its group which are standard for a transaction of this size and nature, together with a standard tax indemnity in favour of the Company from each of the Sellers. Subject to satisfaction of the conditions, it is expected that the RIFM Acquisition Agreements (and therefore the Internalisation) will complete, and the Company acquire RIFM, shortly before the Company achiev es UK-REIT status. 22.4 The placing agreement with Peel Hunt, Investec and the Company dated 23 August 2013 (the “Broker Placing Agreement”) in connection with the placing of 12 025 000 Ordinary Shares (“September 2013 Placing”). Peel Hunt and Investec agreed to use reasonable endeavours to procure places to subscribe for 9 665 000 and 2 360 000 Ordinary Shares, respectively (“2013 Placing Shares). Under the Broker Placing Agreement a commission of: • 1 per cent of the gross proceeds payable by the Company in respect of the aggregate commitments for the 2013 Placing Shares procured by Peel Hunt and Investec was paid by the Company to Peel Hunt; and • 1 per cent of the gross proceeds payable by the Company in respect of the aggregate commitments for the 2013 Placing Shares procured by Investec and Peel Hunt was paid by the Company to Investec.

22.5 A placing agreement with RIFM dated 23 August 2013 in connection with the participation by certain shareholders in the September 2013 Placing. Commission of 2 per cent of the aggregate value of all 2013 Placing Shares issued at the issue price of 42 pence per 2013 Placing Share placed pursuant to the September 2013 Placing to placees from the Republic of South Africa by origin procured by RIFM was paid by the Company to RIFM.

22.6 A framework agreement dated 13 August 2013 under which the Company’s wholly owned subsidiary acquired the entities (the “Target CMC Entities”) which own three shopping centres in Germany from various funds managed

265 by CMC Capital Limited (“CMC Capital”) valued at €189 million. As part of acquisition, the Company assumed existing bank debt facilities totalling €141.4 million provided by HSH Nordbank and Hypothekenbank which are fully drawn. The aggregate purchase consideration payable in respect of the shares in and claims on loan account against Grundstucksgesellschaft EKZ SSC-Berlin GmbH & Co. (the “Berlin Target”), SMK Erste Investitions GmbH (the “Ingolstadt Target”) and CMC Shopping Center Altona GmbH (the “Hamburg Target”) of €47.1 million, comprised a fixed cash payment of €5.4 million with the vendors having the option to elect to receive the remaining consideration either entirely in cash, at a discount of approximately 4.0% to the equity value of the Target CMC Entities, or partly in cash and up to approximately €34.3 million by the issue of up to 74.9 million Ordinary Shares at an effective issue price of 40.0 pence per share. The vendors of the Ingolstadt Target and the Hamburg Target elected to receive the consideration of approximately €26.2 million due to them as €19.4 million in cash (reflecting a discount of 8.5 per cent to the equity value) and €5.0 million by the issue of 12 606 061 Ordinary Shares (the “Consideration Shares”) (which represented approximately 1.3 per cent of the Company’s issued share capital at that time). The Ordinary Shares issued in respect of the Hamburg and Ingolstadt Targets are subject to lock-in arrangements for between four and six months. The consideration for the Berlin Target is to be settled on 6 December 2013 and will be made up by way of an issue of approximately 19 635 340 CMC Consideration Shares (the precise number being determined pursuant to the Sterling Euro exchange rate on 29 November 2013) at an effective issue price of 40.0 pence per share and €12.1 million in cash.

22.7 An amendment letter dated 11 October 2012 made between (1) Hatfield Phillips Agency Services Limited (as servicer for and on behalf of the lender and as security trustee), (2) Wichford Delta Limited (as borrower) and (3) certain wholly owned subsidiaries within the Group (as original guarantors), and copied to (4) Redefine. Pursuant to the amendment letter certain amendments and consents have been made in relation to the facility described at paragraph 22.28 in this Part XV. These include the following: • subject to the meeting of certain milestones detailed below the extension of the final repayment date to 15 April 2015; • the facility must be reduced to £76 000 000 by 15 October 2013 and to £40 000 000 by 15 October 2014; • a cash sweep has been introduced so that 35 per cent of the amount standing to the credit of the rent accounts shall be applied in prepayment of the loans after: (i) the payment of interest and any other sums otherwise due to the finance parties and (ii) the payment of certain approved capital expenditure on the relevant properties; • all financial covenants are waived; • Redefine International has agreed to make certain payments if there are insufficient funds to make interest and certain other payments and also if the balance of the loan is less than £78 000 000 on 15 October 2013 to reduce that balance to £76 000 000 before 15 January 2014; and • consent was provided to the disposal of seven properties at Aberdeen, Gillingham, Uxbridge, Watford, Weymouth, Newington Causeway (Southwark, London) and Harrow and the criteria for those consents have been met and accordingly those properties are no longer charged to the security trustee.

22.8 The Company entered into a placing agreement with RIFM dated 13 September 2012 in connection with the participation by certain shareholders in the 2012 Firm Placing and Open Offer pursuant to which certain fees and commissions were paid to RIFM.

22.9 In connection with the placing of 89 223 606 Ordinary Shares and open offer for 401 161 010 Ordinary Shares which took place in October 2012 (“2012 Firm Placing and Open Offer”), the Company entered into a placing agreement with Peel Hunt, Investec and RIFM dated 13 September 2012 pursuant to which certain fees and commissions were paid to Peel Hunt and Investec. 22.10 A sale and purchase agreement dated 31 July 2012 relating to the VBG portfolio. Ticino Property GmbH & Co. KG, Ticino Property Management GmbH, Ticino Real Estate Management GmbH and Ebony Verwaltungsgesellschaft MbH & Co. Vermietungs KG (the “Borrowers”) for the purposes of this paragraph and paragraphs 22.10 and 22.11 below) under the VBG facility agreements have entered into a sale and purchase agreement with various German KG Companies which will be restructured to become wholly owned subsidiaries of a new joint venture special purpose vehicle established between the Company and a major pension fund jointly owned in equal shares of 50 per cent by the Company and such pension fund (the “Purchaser”). The Purchaser will acquire a 50 per cent share in the Berlin, Dresden, Cologne and Stuttgart assets forming the VBG portfolio. The total consideration

266 under the sale and purchase agreement is €84.9 million with €80.0 million attributable to the property assets and €4.0 million attributable to transaction costs. A deposit of €0.4 million has been made and is being held in custody by the notary to the transaction as security for performance under the agreement. The €80.0 million consideration in respect of the property assets has been assigned to the creditors under the VBG facility agreements. Both the Borrowers and the Purchaser shall be entitled to rescind the sale and purchase agreement if at least one of the creditors under the VBG facility agreements fails to release all security in respect of, amongst other things, the land charges over the VBG properties. 22.11 A standstill agreement dated 30 July 2012 where following the maturity of both the VBG1 and VBG2 loans, the Borrowers entered into a Standstill Agreement wherein the special servicer agreed to refrain from exercising and taking any legal action to protect and preserve the rights of the lenders, the facility agent and the security agent under the facility agreements and finance documents subject to, inter alia, the Borrowers co-operating with the sales process and continuing to act in compliance with the facilities and finance documents. 22.12 In connection with the sale and purchase agreement disclosed at paragraph 22.10 above and the standstill agreement disclosed at paragraph 22.11 above a workout agreement dated 30 July 2012 was entered into between Ebony Verwaltungsgesellschaft mbH, B. Holding II GmbH, Concertine S.A. and the Company’s subsidiaries Wichford VBG Holding S.À.R.L and Hatfield Philips International Limited in its capacity as facility servicer to the Talisman-3 Finance p.l.c. CMBS securitisation. Following the Borrowers entering into a sale and purchase agreement in respect of the VBG assets as set out at paragraph 22.10 above, the parties to the Workout Agreement have agreed that the sale proceeds will not be sufficient to repay all amounts outstanding under the facility agreements and have agreed to undertake an orderly liquidation of the Borrowers and their respective general partners. The balance of the loan, €37.3 million, not repaid from the €80 million sales proceeds will be fully sub ordinated with the Company acquiring the remaining debt balance for a nominal amount. In addition, the servicer has acknowledged in the workout agreement that there shall be no further claims against the remaining debt balance. The Workout Agreement contains further standstill provisions during the workout period subject to the Borrowers continuing to co-operate with, amongst other things, the agreed liquidation process. 22.13 A facility agreement dated 13 January 2012. Parties to the facility agreement are (1) Coronation Group Investments Limited and (2) Redefine International P.L.C. Pursuant to that facility agreement the lender made available to the borrower a revolving loan facility amount of up £20 000 000. The final repayment date for the facility is 31 December 2012. The borrower has given certain warranties and undertakings to the lender and together with its subsidiary company, Redefine Cyprus Limited, granted to the lender a share charge over the 100 ordinary shares of €1 each in Redefine Australian Investments Limited and the shares issued by or in Cromwell, the legal and beneficial title to which is held from time to time, by Redefine Australian Investments Limited. Under the terms of the facility agreement the borrower has undertaken that the value of the shares held by Redefine Australian Investments in Cromwell shall not be valued at less than £60 000 000. 22.14 A facility agreement dated 30 September 2011 between (1) Princes Street Investments Limited (as borrower), (2) HSBC Bank plc (as lender). Pursuant to that facility agreement the lender made available to the borrower a term loan facility with an amount of £11 700 000. The final repayment date for the facility is 30 September 2016. The borrower has: (i) given certain warranties and undertakings to the lender and (ii) granted to the lender a debenture in respect of all of its assets and undertakings (including a first legal mortgage over each property held by it). An intercreditor deed has also been entered in favour of the lender. 22.15 The implementation agreement between the Company, RIHL and Redefine Properties International dated 13 July 2011, in relation to the steps necessary to effect the Reverse Takeover to be made by the Company for RIHL and various matters ancillary to the Reverse Takeover (the “Implementation Agreement”). Subject to all applicable laws and regulations, each of the Company, RIHL and Redefine Properties International agreed to co-operate and take all necessary steps in order to facilitate the Reverse Takeover, which completed on 23 August 2011. 22.16 The capital raising implementation agreement between the Company, Redefine Properties International and Redefine Properties dated 13 July 2011, in respect of certain commitments by Redefine Properties International, as supported by Redefine Properties, in respect of the 2012 firm Placing and Offer (the “Capital Raising Implementation Agreement”). 22.17 The sponsors’ agreement between the Company, the Investment Adviser, RIFM, Rothschild, Evolution Securities Limited and Peel Hunt dated 13 July 2011 (the “Sponsors’ Agreement”) pursuant to which each of the Joint Sponsors agreed to act as sponsor to the Company in connection with the Reverse Takeover, in accordance with

267 the requirements of the UK Listing Rules. Under the Sponsors’ Agreement, the Joint Sponsors’ obligations were subject to certain customary conditions. The Company, the Investment Adviser and RIFM each gave customary warranties to the Joint Sponsors in relation to the business, the legal and regulatory compliance of the Group (in the case of the Company and the Investment Adviser) and in relation to the business, the legal and regulatory compliance of the Group (in the case of RIFM) and in relation to the contents of the Reverse Takeover Prospectus. The Company also gave an indemnity to the Joint Sponsors in respect of any losses which any of them might suffer as a result of acting in connection with the Reverse Takeover. The liability of the Company under the warranties and indemnity provided by was unlimited. The Company agreed to pay all the costs and expenses of admission of the Shares. 22.18 An Investment Adviser’s Agreement between (1) the Company and (2) RIPML dated 13 July 2011 and effective from 23 August 2011 (the “Investment Advisers Agreement”). Under this contract the services previously provided to the Company by BCM pursuant to the property manager’s agreement are now provided by RIPML (such services to be subcontracted to BCM in respect of sales and acquisitions and to others for property management) and the property manager’s agreement with BCM was terminated. In return for the provision of the services, the Company pays to RIPML an asset management fee of 0.5 per cent (reduced from 0.6 per cent on the Group’s assets excluding cash and 0.3 per cent on the Group’s cash) on the aggregate gross value of the Group’s assets (including cash) and a commission of 0.75 per cent (reduced from 1 per cent under the Property Manager’s Agreement) in respect of sales and acquisitions, or 1 per cent (reduced from 1 per cent plus agents costs and fees) where BCM acts in a joint agency capacity or incurs sub-agent costs and fees. RIPML also receives a fee of 1 per cent of the rents on properties that it is directly responsible for managing; currently this is all the UK properties. RIPML is, in respect of any multi-let retail property within the Redefine International Portfolio, entitled to receive a fee equal to three per cent of the annual rents of such multi-let retail property. There is no multi-let retail property in the Company’s Portfolio. The Company also pays to RIPML an incentive fee calculated on a three-year rolling basis and payable in Ordinary Shares under the RIPML Incentive Scheme. The first three-year period incentive fee is equal to 20 per cent of the total shareholder returns in excess of 12 per cent per annum and the incentive fee for all subsequent three-year periods is equal to 20 per cent of the total shareholder returns in excess of 10 per cent per annum subject to a clawback in respect of periods already covered by this incentive fee. Payment of the incentive fee is subject to the EPRA Earnings Per Share of the Company being equal to or greater than 20 per cent or more of the EPRA Net Asset Value per Share of the Company as at the date immediately prior to the final day of the relevant three year period. The maximum award in any year shall be capped at 5 per cent of the Company’s shares in issue from time to time provided that the aggregate award is limited to a maximum of 10 per cent of the total shares of the Company in issue over any 10-year period. The fees paid by the Company to the Investment Adviser pursuant to the Investment Adviser’s Agreement during the year ended 31 August 2013 was £1 2 250 000. Either party may terminate the Investment Adviser’s Agreement upon 30 months’ notice in writing. In addition, the Company will be entitled and obliged to terminate the Investment Adviser’s Agreement if the majority of the Independent Shareholders approve the termination of the Investment Adviser’s Agreement. If the Investment Adviser’s Agreement is terminated following the approval of the Independent Shareholders RIPML shall either be given 30 months’ written notice or receive a payment in lieu of such 30-month notice period. The Investment Adviser’s Agreement will automatically terminate if the Company ceases directly or indirectly to hold any Properties. The Investment Adviser’s Agreement will automatically terminate if Resolutions 1, 2 and 4 are approved and the Acquisition completes. 22.19 A sale and purchase agreement dated 10 May 2011 between Redefine Hotels Reading Limited (as purchaser) and Pedersen (UK) Limited as seller. Pursuant to the agreement the purchaser acquired the business and assets that comprise the Caversham Hotel, Thames Side Promenade, Reading. This agreement completed on 1 June 2011. The purchase price for the hotel was £12 750 000. 22.20 A facility agreement dated 27 April 2011, between (1) St Georges Harrow Limited (as borrower), (2) Berlin- Hannoversche Hypothekenbank AG (as arranger, agent, original lender and security trustee), and (3) Landesbank Berlin AG (as original hedge counterparty). Pursuant to that facility agreement the lender made available to the borrower a term loan facility with an amount of £41 745 000. The final repayment date for the facility is 27 April 2016. The borrower has: (i) given certain warranties and undertakings to the finance parties and (ii) granted to the security trustee a debenture in respect of all of its assets and undertakings (including a first legal mortgage over each property held by it). The holder of the shares in the borrower has also granted security over such shares to the security trustee. Subordination deeds have also been entered in favour of the finance parties. 22.21 An acquisition agreement dated 7 April 2011 between RIHL (as purchaser) and Corovest Offshore Limited (as seller). Pursuant to the agreement the purchaser agreed to acquire the entire issued share capital and shareholder loan in St Georges Harrow Limited for an effective purchase price of £25 million. On 27 April 2011 St Georges

268 Harrow Limited being a wholly owned subsidiary of RIHL completed the purchase of the St Georges Shopping Centre for a purchase price of £68 million (including transaction costs). 22.22 A sale and purchase agreement dated 2 February 2011 between RIHL (as purchaser) and Sandgate Switzerland Investments Limited as seller. Pursuant to the agreement the purchaser acquired the remaining 19.54 per cent of Kalihora Holdings Limited which it did not already own, for a total purchase price of £1 007 169 to be settled in a combination of cash and the issue of RIHL shares. 22.23 A facility agreement dated 26 November 2010, between, amongst others, (1) Redefine Hotel Holdings Limited (as borrower), (2) Redefine Hotel Management Limited (as tenant), (3) Aareal Bank AG, London Branch (as arranger) and (4) Aareal Bank AG, Wiesbaden (as agent, security trustee, original lender and original hedge counterparty). Pursuant to that facility agreement the lender made available to the borrower a term loan facility with an amount of £68,445,000. The final repayment date for the facility is 26 November 2015. The borrower has: (i) given certain warranties and undertakings to the finance parties and (ii) together with its subsidiaries and the tenant granted to the security trustee a debenture in respect of all of its assets and undertakings. The holders of the shares in the borrower and the tenant have also granted security over such shares to the security trustee. Subordination deeds have also been entered in favour of the finance parties. This facility agreement was amended and restated on 26 May 2011 by an amendment and restatement agreement between amongst others, (1) Redefine Hotel Holdings Limited (as borrower), (2) Redefine Hotel Management Limited (as tenant), (3) Aareal Bank AG, London Branch (as arranger) and (4) Aareal Bank AG, Wiesbaden (as agent, security trustee, original lender and original hedge counterparty). Further to the amendment and restatement agreement the term loan provided will be of an amount of £76 095 000.

22.24 A facility agreement dated 13 September 2010. Parties to the facility agreement are (1) Birchwood Warrington Limited and (2) Aviva Commercial Finance Limited. Pursuant to that facility agreement the lender made available to the borrower a term loan facility with an amount of £29,150,000. The final repayment date for the facility is 13 September 2035. The borrower has: (i) given certain warranties and undertakings to the lender and (ii) granted to the lender a deed of legal charge and deed of assignment with respect to the property owned by it. This facility is cross-collateralised with those provided by Aviva Commercial Finance Limited to Byron Place Seaham Limited, Grand Arcade Wigan Limited and West Orchards Coventry Limited that are also summarised in paragraph 22.2 of Part XV.

22.25 An asset sale implementation agreement dated 18 August 2010 relating to the acquisition of the business and assets of five hotels made between (1) Bashir Hakamali Nathoo (2) Redefine International Holdings Limited (3) RIHL (4) Redefine Hotels Portfolio 1 Limited (5) Redefine Hotels Portfolio 2 Limited (6) Redefine Hotels Portfolio III Limited (7) Redefine Hotels Portfolio IV Limited, and (8) Redefine Hotels Portfolio V Limited. The consideration payable was £106 300 000 and the acquisition completed on 30 November 2010. 22.26 An acquisition agreement dated 17 August 2010 between ITB FMZ REINHEIM B.V. (as purchaser) and Albert Ten Brinke Beheer B.V. and Betram Beheer B.V. Pursuant to the agreement the purchaser acquired an effective 50 per cent holding in ITB FMZ Herzogenrath B.V. In addition, pursuant to an acquisition agreement dated 17 August 2010 between ITB FMZ REINHEIM B.V. (as purchaser) and Albert Ten Brinke Beheer B.V., the purchaser acquired an effective 50 per cent holding in ITB Baumarkt Scwandorf B.V. The aggregate consideration payable under the two acquisition agreements was EUR3.7 million. 22.27 A facility agreement dated 17 July 2008 between Wichford Den Haag B.V. and SNSPF. Pursuant to that facility agreement SNSPF made available to Wichford Den Haag B.V. a facility of €22 000 000. The final repayment date for the facility is 17 July 2014. Wichford Den Haag B.V. has: (i) given certain warranties and undertakings to SNSPF and (ii) granted security to SNSPF over the property known as Haagste Veste 1, the Hague, The Netherlands. The Hague facility contains a cross-default provision which would be triggered by any event of default under any of the other the Company group facilities. The Company has been advised that it would be difficult for SNSPF to demand immediate repayment of the Hague Facility pursuant to this cross default provision in the absence of either a payment default under the Hague Facility or Den Haag’s actual or threatened insolvency and as the loan is adequately secured. Further details are set out in paragraph 16 of this Part XV.

22.28 A facility agreement dated 21 July 2006, as amended on 1 December 2006 and 26 July 2007, originally between (1) Wichford Delta Limited (as borrower), (2) certain wholly owned subsidiaries within the Group (as original guarantors), (3) L.C.P.I. (United Kingdom Branch) (as original lender) and (4) Lehman Brothers (as arranger and security trustee).

269 Pursuant to that facility agreement the lender made available to the borrower a term loan facility with an initial amount of £64,607,750 that was subsequently amended and increased to £114,607,750. The final repayment date for the facility was originally 15 October 2012 but has been extended as set out at paragraph 22.7 above. The borrower and the guarantors have (i) given certain warranties and undertakings to the finance parties and (ii) granted to the security trustee a debenture in respect of all of its assets and undertakings (including a first legal mortgage over each property held by it). The holder of the shares in the borrower and each guarantor has also granted security over such shares to the security trustee. The loan under the facility agreement was placed into a securitisation conduit by Lehman Brothers by way of offering circular dated 2 August 2007 whereby Windermere XI CMBS Plc became the lender under the facility agreement. The Company and its relevant subsidiaries are not a party to the documentation relating to the securitisation. From the Company’s perspective, the facility agreement and its related documents continue to be applicable notwithstanding the securitisation and Lehman Brothers administration and Hatfield Phillips Agency Services Limited was appointed as replacement security trustee on 26 January 2010 at the time that Lehman Brothers resigned as security trustee. Hatfield Phillips Agency Services Limited has also been appointed as servicer for and on behalf of the lender.

22.29 A facility agreement dated 12 May 2008, as amended on 14 July 2008, 13 November 2008, 27 March 2009 and 31 March 2011, extended pursuant to a letter dated 13 July 2010 and amended and restated on 24 May 2013 between (1) Wichford Zeta Limited, (2) certain wholly owned subsidiaries within the Group (as original guarantors), (3) Bedell Corporate Trustees Limited and Atrium Trustees Limited (each as a trustee obligor) and (4) Lloyds Bank TSB Plc (as arranger, original lender, original hedging counterparty and security trustee). Pursuant to that facility agreement the lender made available to the borrower a term loan facility with an amount of £58,500,000 of which £46,000,000 has been drawn (the remainder of such amount being cancelled on 21 August 2009). The final repayment date for the facility is 24 May 2016. The borrower and the guarantors have: (i) given certain warranties and undertakings to the finance parties and (ii) granted to the security trustee a debenture in respect of all of its assets and undertakings (including a first legal mortgage over each property held by it). The holder of the shares in the borrower and each guarantor has also granted security over such shares to the security trustee. Further details are set out in paragraph 16 of this Part XV.

22.30 A facility agreement dated 29 June 2007 as amended on 13 September 2010. Parties to the facility agreement are (1) West Orchards Coventry Limited and (2) Aviva Commercial Finance Limited. Pursuant to that facility agreement the lender made available to the borrower a term loan facility with an amount of £56,182,660. The final repayment date for the facility is 3 July 2027. The borrower has: (i) given certain warranties and undertakings to the lender and (ii) granted to the lender a deed of legal charge and deed of assignment with respect to the property owned by it. This facility is crosscollateralised with those provided by Aviva Commercial Finance Limited to Birchwood Warrington Limited, Grand Arcade Wigan Limited and Byron Place Seaham Limited that are also summarised in paragraph 22.2 of Part XV.

22.31 A facility agreement dated 1 June 2007, as amended on 19 September 2007. Parties to this facility agreement are, inter alia, Ciref Berlin 1 Limited as original borrower, Ciref German Portfolio Limited as new borrower, Ciref Berlin (Cyprus) Limited as guarantor and subordinated creditor, ABN AMRO Bank N.V., London branch as arranger, original lender, original counterparty and facility agent and ABN AMRO Trustees Limited as security agent. Pursuant to that facility agreement the lenders made available to the borrowers a facility of €23 156 550. The repayment date for the facility is 1 June 2014. The borrowers and guarantor have: (i) given certain warranties and undertakings to the finance parties and (ii) granted a security package to the security agent that includes (a) land charges, (b) security assignments of claims under or in connection with any property acquisition document, any property development and construction agreement, any management agreement, any lease document, certain insurance policies, any hedging arrangement, and (c) certain account pledges. The holders of the shares in the Borrowers have also granted security over the shares that they hold in the Borrowers to the security agent. Subordination deeds have also been entered in favour of the finance parties.

22.32 A facility agreement dated 3 April 2007 as amended on 13 September 2010. Parties to the facility agreement are (1) Grand Arcade Wigan Limited and (2) Aviva Commercial Finance Limited. Pursuant to that facility agreement the lender made available to the borrower term loan facilities with amounts of £125 000 000 as Facility A and £16,740,169 as Facility B (so a total of £141 740 169). The final repayment

270 date for the facility is 3 April 2032. The borrower has: (i) given certain warranties and undertakings to the lender and (ii) granted to the lender a deed of legal charge and deed of assignment with respect to the property owned by it. This facility is cross-collateralised with those provided by Aviva Commercial Finance Limited to Birchwood Warrington Limited, Byron Place Seaham Limited and West Orchards Coventry Limited that are also summarised in paragraph 22.2 of Part XV. There is an intercreditor arrangement in place whereby Facility A referred to above ranks ahead of the loan of £7,000,000 provided by Mezzanine Capital Limited (formerly known as Corovest Mezzanine Capital Limited) which in turn ranks ahead of Facility B referred to above. 22.33 A facility agreement dated 19 February 2007, as amended and restated by a supplemental agreement dated 28 September 2007, between (1) Justizzentrum In Halle Wichford GmbH & Co. KG (formerly known as Justizzentrum In Halle Dr. Ebertz KG (as original borrower), (2) Justizzentrum In Halle Dr Ebertz Verwaltungsgesellschaft mbH (as general partner of the original borrower), (3) Wichford Halle II Limited, Wichford Halle III Limited, Wichford Halle IV Limited (as additional borrowers), (4) Lehman Brothers Bankhaus AG (as original lender), and (5) Lehman Brothers (as arranger, facility agent and security trustee). On 28 November 2007 Lehman Brothers placed the facility into a securitisation conduit whereby Lehman Brothers Bankhaus AG’s interest in the loan and security was transferred to Windermere XIV CMBS Ltd. Pursuant to that facility agreement as amended, the original lender made available to the original borrower and the additional borrowers a facility of €37 100 000. The additional borrowers transferred by assignment all of their rights and novated all of their obligations under the facility agreement to the original borrower in consideration for certain inter-company indebtedness. The final repayment date for the facility is 15 April 2014. The original borrower has: (i) given certain warranties and undertakings to the finance parties, and (ii) granted security to the security trustee including a land charge, assignments of rent, insurance and claims and an account pledge. The partnership interest in the original borrower are also granted as security by the additional borrowers to the security trustee. The loan under the facility agreement was placed into a securitisation conduit by Lehman Brothers in September 2007 whereby Windermere XIV CMBS Ltd became the lender under the facility agreement. The Company and its relevant subsidiaries are not a party to the documentation relating to the securitisation. From the Company’s perspective, the facility agreement and its related documents continue to be applicable notwithstanding the securitisation and Lehman Brother’s administration. 22.34 A facility agreement dated 19 September 2006 as amended on 13 September 2010. Parties to the facility agreement are (1) Byron Place Seaham Limited and (2) Aviva Commercial Finance Limited. Pursuant to that facility agreement the lender made available to the borrower a term loan facility with an amount of £16,978,817. The final repayment date for the facility is 18 September 2031. The borrower has: (i) given certain warranties and undertakings to the lender and (ii) granted to the lender a deed of legal charge and deed of assignment with respect to the property owned by it. This facility is cross-collateralised with those provided by Aviva Commercial Finance Limited to Birchwood Warrington Limited, Grand Arcade Wigan Limited and West Orchards Coventry Limited that are also summarised in paragraph 22.2 of Part XV.

22.35 A facility agreement dated 21 April 2006, as amended on 24 May 2006. Parties to this facility agreement are, inter alia, DIV Grundbesitzanlage Nr.41 Bürohaus Ludwigsburg GmbH & Co. KG (now Ludwigsburg Property GmbH & Co. KG) as Stuttgart borrower, Dandelion Verwaltungsgesellschaft mbH & Co. Vermietungs KG as Cologne borrower, Dandelion Verwaltungsgesellschaft mbH, B. Holding III GmbH and Mirano S.A. as guarantors, ABN AMRO Bank N.V. as arranger and original counterparty, Talisman-4 Finance Plc as lender, Bank of America National Association, London Branch, as facility agent and Bank of America Trustees Limited (formerly known as LaSalle Global Trust Services Limited Lasalle Trustees Limited and also as ABN Amro Trustees Limited) as security agent. Pursuant to that facility agreement the lenders made available to the borrowers a facility of which €17 723 248.40 was allocated to the Cologne borrower and €38,675,000 to the Stuttgart borrower. The borrowers have: (i) given certain warranties and undertakings to the finance parties and (ii) granted a security package to the security agent that includes (a) a comprehensive land charge, (b) global assignments of rights pursuant to or in connection with any property sale and purchase agreement, share or interest purchase agreement, management agreement, property development or construction contract and certain other agreements, (c) security assignments of claims under or in connection with lease documents, insurance policies and interest hedging arrangements and (d) certain account pledges. The final repayment date for the facility was 21 April 2011, which was not met. The borrowers entered into a standstill agreement with the lenders on 28 April 2011, which was subsequently extended by a further standstill agreement on 7 June 2011 pursuant to which the lenders have agreed to refrain from exercising any rights they have in respect of the April 2011 repayment breach.

22.36 A facility agreement dated 15 December 2005, as amended on 30 December 2005, 27 April 2006 and 2 July 2010. Parties to this facility agreement are, inter alia, Ticino Real Estate Management GmbH (now Ticino Property GmbH & Co. KG) as Dresden borrower, Ebony Verwaltungsgesellschaft mbH & Co. Vermietungs KG as Berlin

271 borrower, Ebony Verwaltungsgesellschaft mbH, Ticino Real Estate Management GmbH, B. Holding II GmbH and Concertine S.A. as guarantors, ABN AMRO Bank N.V. as arranger and original counterparty, Talisman-3 Finance Plc as lender, Bank of America National Association, London Branch, as facility agent and Bank of America Trustees Limited (formerly known as LaSalle Global Trust Services Limited, Lasalle Trustees Limited and also as ABN Amro Trustees Limited) as security agent. Pursuant to that facility agreement the lenders made available to the borrowers a facility of which €47 900 000 was allocated to the Dresden borrower and €23,300,000 to the Berlin borrower. The original repayment date for the facility was 15 January 2010 which was subsequently extended to 15 January 2012. The borrowers have: (i) given certain warranties and undertakings to the finance parties and (ii) granted a security package to the security agent that includes (a) land charges, (b) security assignments of claims under or in connection with any property acquisition document, any property development and construction agreement, any management agreement, any lease document, certain insurance policies, any hedging arrangement, and (c) certain account pledges.

22.37 A facility agreement dated 29 September 2005, between (1) Newington House Limited (as borrower) and (2) Allied Irish Banks plc (as bank) as amended from time to time and by an amendment agreement dated 21 September 2010 between Newington House Limited (as borrower) and (2) Allied Irish Bank plc (as bank). Pursuant to that facility agreement the lender made available to the borrower a term loan facility with an amount of £6 699 000. The final repayment date for the facility is 21 September 2013. The borrower has: (i) given certain warranties and undertakings to the bank and (ii) granted to the bank a debenture in respect of all of its assets and undertakings (including a first legal mortgage over each property held by it). The holders of the shares in the borrower have also granted security over such shares to the security trustee. Subordination deeds have also been entered in favour of the bank.

22.38 A facility agreement dated 29 March 2005, as amended on 29 June 2005, 15 July 2005, 30 September 2005, 10 November 2005, 18 November 2005, 31 January 2006, 21 July 2006, 28 July 2006 and 5 December 2006 and extended pursuant to a letter dated 18 August 2010, between (1) Wichford Gamma Limited (as borrower), (2) Wichford Acton Limited (as original guarantor), (3) L.C.P.I. (United Kingdom Branch) (as original lender), (4) Lehman Brothers International (Europe) (“Lehman Brothers”) (as arranger and security trustee), and (5) certain wholly owned subsidiaries within the Group (as additional guarantors). On 26 July 2006 L.C.P.I. transferred its interest in the loan and security to Windermere VIII CMBS plc. Pursuant to that facility agreement the lender made available to the borrower a term loan facility with an initial amount of £17 205 000 and currently provides a facility of £199 678 050. The final repayment date for the facility is 15 October 2012. The borrower and the guarantors have: (i) given certain warranties and undertakings to the finance parties and (ii) granted to the security trustee a debenture in respect of all of its assets and undertakings (including a first legal mortgage over each property held by it) and security under Scottish law where applicable. The holder of the shares in the borrower and each guarantor has also granted security over such shares to the security trustee. The loan under the facility agreement was placed into a securitisation conduit by Lehman Brothers on 2 August 2006 whereby Hatfield Philips International Limited (“Hatfield Philips”) was appointed servicer of the loan. The Company and its relevant subsidiaries are not a party to the documentation relating to the securitisation. From the Company’s perspective, the facility agreement and its related documents continue to be applicable notwithstanding the securitisation and Lehman Brothers administration. Pursuant to an agent appointment and resignation deed Lehman Brothers (in administration) resigned as security trustee and Hatfield Philips was appointed as the successor security trustee on 26 January 2010.

22.39 A facility agreement dated 11 June 2004. Parties to the facility agreement are (1) Gibson Properties Limited (as borrower) and (2) Norwich Union Mortgage Finance Limited (as lender) (now known as Aviva Commercial Finance Limited). Pursuant to that facility agreement the lender made available to the borrower a term loan facility with an amount of £13 600 000. The final repayment date for the facility is 11 June 2029. The borrower has: (i) given certain warranties and undertakings to the lender and (ii) granted to the lender a deed of legal charge and deed of assignment with respect to all English properties owned by it and standard security and assignation of rents with respect to all Scottish properties owned by it.

23. SIGNIFICANT CHANGE 23.1 The Company announced on 17 October 2013 that it agreed revised debt arrangements with Aviva with regard to Redefine’s UK shopping centre portfolio resulting in the Group’s loan to value ratio being reduced from approximately 63.7 per cent to approximately 57.3 per cent as exchanging contracts to purchase the Weston Favell

272 Shopping Centre, Northampton for a consideration of £84 million with a facility of £50 million being provided by Aviva. Save for the arrangements with Aviva , there has been no significant change in the financial position of the Group from 31 August 2013 (being the date of the audited consolidated financial statements of the Group) to the date of this document. 23.2 There has been no significant change in the trading position of the Group from 31 August 2013 to the date of this document.

24. DIVIDENDS In respect of the financial periods reported on by the Company’s reporting accountants, as incorporated by reference in Part XVI of this document, being the periods set out below, Redefine International paid the following dividends: Dividend per share Financial period Redefine International 12 months ended 31 August 2013 3.11 12 months ended 31 August 2012 4.40 12 months ended 31 August 2011 4.13

25. INFORMATION SOURCED FROM THIRD PARTIES Where third party information has been used in this document the source of such information has been identified. The Company confirms that information provided by third parties has been accurately reproduced and, so far as the Company is aware and is able to ascertain from information published by such third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading.

26. SERVICE PROVIDERS As well as the Investment Adviser, the following entities provide services to the Group:

26.1 Property valuers 26.1.1 Jones Lang LaSalle provide property valuation services to the Company. They were appointed pursuant to an agreement dated 30 October 2013. The maximum fee payable under this agreement is £30 000 exclusive of VAT. 26.1.2 Savills Advisory Services Limited provides property valuation services to the Company in respect of a UK portfolio of properties. They were appointed pursuant to an agreement dated 29 October 2013. The maximum fee payable under this agreement is £ 40 000 exclusive of VAT. 26.1.3 Savills Advisory Services GmbH provides property valuation services to the Company. They were appointed pursuant to an agreement dated 29 October 2013. The maximum fee payable under this agreement is £ 80 000 exclusive of VAT. 26.1.4 Savills Advisory Services Limited were also appointed to provide property valuation services to the Company in respect of the UK hotels portfolio. They were appointed pursuant to an agreement dated 29 October 2013. The maximum fee payable under this agreement is £ 25 000 exclusive of VAT. 26.1.5 DTZ Debenham Tie Leung Limited provide property valuation services to the Company. They were appointed pursuant to an agreement dated 29 October 2013. The maximum fee payable under this agreement is £ 7 500 exclusive of VAT and out of pocket expenses. 26.1.6 BNP Paribas Real Estate (Jersey) Limited provides property valuation services to the Company. They were appointed pursuant to an agreement dated 16 September 2013. The maximum fee payable under this agreement is £ 2 500 plus GST (if applicable). 26.1.7 Schlicht und Kollegen provide property valuation services to the Company. They were appointed pursuant to an agreement dated 20 September 2013. The maximum fee payable under this agreement is € 2 000 exclusive of VAT.

26.2 Other arrangements The Company’s registrar is Capita Registrars (Isle of Man) Limited (trading as Capita Asset Services), which was appointed to provide registrar services pursuant to a registrar agreement dated October 2008. The maximum fee payable under this agreement is £ 1 200 per annum.

273 27. CONSENTS 27.1 Peel Hunt has given and has not withdrawn its written consent to the inclusion of its name and the references to its name in the form and context in which they appear in this document. 27.2 Investec has given and has not withdrawn its written consent to the inclusion of its name and the references to its name in the form and context in which they appear in this document. 27.3 DTZ has given and has not withdrawn its written consent to the inclusion of its name and the references to its name in the form and context in which they appear in this document. 27.4 Jones Lang LaSalle has given and has not withdrawn its written consent to the inclusion of its name and the references to its name in the form and context in which they appear in this document. 27.5 Savills Advisory Services Limited has given and has not withdrawn its written consent to the inclusion of its name and the references to its name in the form and context in which they appear in this document. 27.6 Savills Advisory Services GmbH has given and has not withdrawn its written consent to the inclusion of its name and the references to its name in the form and context in which they appear in this document. 27.7 BNP Paribas Real Estate (Jersey) Limited has given and has not withdrawn its written consent to the inclusion of its name and the references to its name in the form and context in which they appear in this document. 27.8 Schlicht und Kollegen has given and has not withdrawn its written consent to the inclusion of its name and the references to its name in the form and context in which they appear in this document.

28. GENERAL 28.1 The financial information concerning the Company contained or incorporated by reference in this document does not constitute statutory accounts within the meaning of the Companies Act 1982 which forms part of the IOM Act. The consolidated financial statements of the Company in respect of the years ended 31 August 2013, 31 August 2012 and 31 August 2011 were reported on by KPMG, the auditors of the Company for those periods forming the period of the historical financial information set out in this document. The auditors of the Company made reports under section 9 of the Companies Act 1982 (which forms part of the IOM Act) in respect of each of the three years ended 31 August 2013 and such reports were unqualified reports. 28.2 The total costs, charges and expenses payable by the Company are estimated to be £2 900 000 (exclusive of VAT) in connection with the Proposals and the unbundling of Redefine Properties International's shareholding in the Company and its subsequent winding up, which the Company has undertaken to discharge. 28.3 The Company remains subject to the continuing obligations of the UK Listing Rules with regard to the issue of securities for cash and the pre-emption provisions set out in the Articles (which confer on Shareholders rights of pre-emption in respect of the allotment of equity securities which are, or are to be, paid up in cash) apply to the balance of the authorised but unissued ordinary share capital of the Company which is not the subject of the disapplication approved by the Shareholders in a general meeting of the Company. 28.4 The Existing Ordinary Shares are in registered form, are capable of being held in uncertificated form and are admitted to the Premium segment of the Official List and are traded on the main market for listed securities of the London Stock Exchange and the JSE’s Main Board. 28.5 The New Ordinary Shares will be in registered form and will, from Admission, be capable of being held in uncertificated form and title to such shares may be transferred by means of a relevant system (as defined in the CREST Regulations). Where New Ordinary Shares are held in certificated form, share certificates will be sent to the registered members by first-class post. Where New Ordinary Shares are held in CREST, the relevant CREST stock account of the registered members will be credited. The New Ordinary Shares will be admitted, fully paid, with the ISIN IM00B8BV8G91 and SEDOL B8BV 8G9. 28.6 The holders of the Ordinary Shares shall participate proportionately to such shareholdings in all distributions of capital or income by the Company or any surplus arising on liquidation of the Company. There are no fixed dates for dividend payment on the Ordinary Shares. Each Ordinary Share will afford the holder of such share the right to one vote. A fuller description of the rights attaching to the Ordinary Shares by virtue of the Articles is set out at paragraph 17.1 of this Part XV. 28.7 Save as discussed in this document, specifically with reference to the fair valuation adjustments to investment properties and derivatives, as far as the Directors are aware, there are no known trends, uncertainties, demands, commitments or events which are reasonably expected to have a material effect on the Group’s prospects for at least the current financial year.

274 28.8 As far as the Directors are aware, there are no environmental issues that may affect the Group’s utilisation of its tangible fixed assets. 28.9 Save as disclosed in this document, as regards the Company’s three previous financial years, the Company has had no principal investments and there are no principal investments in progress and there are no principal future investments on which the Directors have made a firm commitment. 28.10 Save as described in this document there are no patents, intellectual property rights, licences or any industrial, commercial or financial contracts which are or may be material to the business or profitability of the Group. 28.11 The Directors expect typical investors in the Group to be primarily fund manager or sophisticated private investors or those acting on the advice of their stockbroker or financial adviser, who are looking to allocate part of their investment portfolio to the UK, Continental European and Australian commercial property market.

29. DOCUMENTS ON DISPLAY Copies of the following documents will be made available for inspection at the registered office of the Company and the offices of Pinsent Masons LLP, 30 Crown Place, London, EC2A 4ES during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted), up to and from the date of this document until 29 November 2013 (inclusive) and on the Company’s website at www. redefineinternational.com: 29.1 the Memorandum and Articles of Association of the Company; 29.2 the audited consolidated financial statements of the Group for the period ended 31 August 2011; 29.3 the audited consolidated financial statements of the Group for the period ended 31 August 2012; 29.4 the audited consolidated financial statements of the Group for the period ended 31 August 2013; 29.5 the service agreements relating to Michael Watters and to the Proposed Director referred to in paragraph 12.12 of Part XV of the document; 29.6 the Share Plans; 29.7 the New Memorandum and New Articles; 29.8 the property portfolio valuation reports reproduced in Part X of this document; 29.9 this document; 29.10 the letters of consent referred to in paragraph 27 above; 29.11 the annual consolidated financial results of Cromwell for the year ended 30 June 2013 ; 29.12 the irrevocable undertakings as set out in paragraph 20 of Part V of this document; 29.13 the RIFM Acquisition Agreements; 29.14 the Memorandum and Articles of Association of Redefine Properties; 29.15 the Memorandum and Articles of Association of Corovest Offshore ; and 29.16 the prospectus dated 13 September 2012 issued by the Company.

Dated 6 November 2013

275 PART XVI

DOCUMENTS INCORPORATED BY REFERENCE

The following documents are available for inspection in accordance with Part XV of this document and contain information which is relevant to the Proposals. These documents are available on the Company’s website at www.Redefineinternational. com. Annual Report for the Group for the year ended 31 August 2011 Annual Report for the Group for the year ended 31 August 2012 Consolidated financial statements of the Group for the year ended 31 August 2013 The prospectus dated 13 September 2012 issued by the Company for the firm placing and open offer of 490 384 616 Ordinary Shares at 26 pence per share. The table below sets out the various sections and page numbers of these documents that are incorporated by reference into this document so as to provide information required under the UK Prospectus Rules and to ensure that Shareholders and others are aware of all information that, according to the particular nature of the Company and the New Ordinary Shares, is necessary to enable the Shareholders and others to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Company. The Company will provide, without charge, to each person to whom a copy of this document has been delivered, upon the oral or written request of such person, a hard copy of the aforementioned documents incorporated by reference herein. Written or telephone requests for such documents should be directed to the Company at its principal office at 14 Athol Street, Douglas, Isle of Man IM1 1JA or by telephone on +44(0) 1624 689 589. A hard copy of any document incorporated into this document by reference will not be sent to such persons unless requested. Redefine International Annual Report Annual Report Results for the for the Group for the Group Group for the for the for the Prospectus year ended year ended year ended dated 31 August 31 August 31 August 13 September 2013 2012 2011 201 2 Accounting policies 20 – 27 99-100 89-90 98-99 Auditors’ independent review report 15 – 16 45-46, 97 43-44, 87 260 Consolidated income statement 16 47 91 105 Consolidated statement of comprehensive income 16 48 45 260 Consolidated statement of changes in equity 18 50-51 47 260 Consolidated balance sheet/ statement of financial position 17 49 46 260 Consolidated cash flow statement 19 52 48 260 Corporate governance 14 30-36 28-37 221 Dividend payments 9, 56 2,23 2,20-22 260,22 Notes to the financial statements 20 – 57 53-96, 99-108 49-86, 89-96 260 Related party transactions 50 – 52 90 83 245

Where only certain parts of a document are incorporated by reference those parts of such documents not incorporated by reference are either not relevant to the Proposals or are covered elsewhere in this document.

276 PART XVII

DEFINITIONS AND GLOSSARY OF TECHNICAL TERMS

The following definitions apply throughout this document, unless the context otherwise requires: “2006 Act” The Isle of Man Companies Act 2006 (as amended) “Acquisition” the acquisition of the entire issued share capital of RIFM pursuant to RIFM Acquisition Agreements “Admission and Disclosure Standards” the admission and disclosure standards of the London Stock Exchange containing, among other things, the admission requirements to be observed by companies seeking admission to trade on the London Stock Exchange’s main market for listed securities “Admission” the admission of the New Ordinary Shares to the Premium segment of the Official List becoming effective in accordance with the UK Listing Rules and admission of the New Ordinary Shares to trading on the London Stock Exchange’s Main Market for listed securities becoming effective in accordance with the Admission and Disclosure Standards and the listing of the New Ordinary Shares on the Main Board of the JSE in accordance with the JSE Listings Requirements “AIM” a market operated by the London Stock Exchange “Articles” the articles of association of the Company, as amended from time to time “ASX” Australian Stock Exchange “AUD” Australian dollars, the lawful currency of Australia “Aviva” Aviva Commercial Finance Limited “BCM” Brown Cooper Marples Limited, a private limited company incorporated in the United Kingdom on 7 June 1996 under the Act and registered in England and Wales with registered number 03209028 and having its registered office at 20 Upper Grosvenor Street, London W1K 7PB with telephone number 020 7495 7111 “the Board” or “the Directors” the Company’s directors from time to time, being those persons on the date of this document whose names are set out in paragraph 8.1 of Part XV of this document “Business Day” means any day (other than a Saturday, Sunday or public holiday in England or SA) on which clearing banks in the City of London are open for the transaction of normal sterling banking business “Capita Asset Services” a trading name of wholly owned subsidiaries of Capita PLC “CCSS” the CREST Courier and Sorting Service established by Euroclear UK to facilitate, amongst other things, the deposit and withdrawal of securities; recorded on the relevant register of the relevant company as being held in certificated form and title to which may be transferred by means of a stock transfer form “certificated” or “in certificated form” recorded on the relevant register of the relevant company as being held in certificated form (that is not in CREST or Strate) and title to which may be transferred by means of a stock transfer form “CMC Acquisition Agreement” the sale and purchase agreement dated 13 August 2013 between, inter alia, certain funds managed by CMC Capital Limited and the Company relating to the acquisition by the Group of a portfolio of three German shopping centres

277 “CMC Consideration Shares” the remaining consideration shares being Ordinary Shares to be issued to the CMC Sellers pursuant to the CMC Acquisition Agreement, as described in the announcement made by the Company on 2 September 2013, and to be issued on 6 December 2013 “CMC Sellers” the sellers to the equity and debt interests relating to the Berlin shopping centre asset, pursuant to the provisions of the CMC Acquisition Agreement “Company” or “ Redefine International” Redefine International P.L.C., a company registered in the Isle of Man with registered number 111198C and having its registered office at Top Floor, 14 Athol Street, Douglas, Isle of Man IM1 1JA “Concert Party” Redefine Properties, Cor ovest Offshore and the Concert Party Directors and Michael Watters, Andrew Rowell, Stephen Oakenfull and Stephen Carlin. “Concert Party Directors” Marc Wainer and Bernard Nackan “Coronation Facility” the facility dated 15 January 2012 between (1) Coronation Group Investments Limited and (2) the Company “Corovest Offshore” Corovest Offshore Limited, a company registered in Jersey under registration number 83581 “CPI” the UK consumer price index “CREST” the system for paperless settlement of trades and holdings of uncertificated shares administered and operated by Euroclear UK “CREST Manual” the rules governing the operation of CREST, consisting of the CREST Reference Manual, the CREST International Manual, the CREST Rules, the Registrars Service Standards, the Settlement Discipline Rules, the CCSS Operations Manual, the Daily Timetable, the CREST Application Procedure and the CREST Glossary of Terms (all as defined in the CREST Glossary of Terms promulgated by Euroclear UK on 15 July 1996 and as amended from time to time) “CREST member” a person who has been admitted by Euroclear UK as a system member (as defined in the CREST Regulations) “CREST participant” a person who is, in relation to CREST, a system participant (as defined in the CREST Regulations) “CREST Regulations” the Uncertificated Securities Regulations 2005 (of the Isle of Man) (Statutory Document No. 754/05) as amended “Cromwell” Cromwell Property Group, Australia, an Australian property trust which has stapled securities consisting of units in an Australian real estate investment fund (Cromwell Diversified Property Trust) “CSDP” a JSE Central Securities Depository Participant appointed by a Shareholder in South Africa for purposes of, and in regard to, dematerialisation and to hold and administer securities or an interest in securities on behalf of such Shareholder “CTA” the Corporation Tax Act 2009 “CTA 2010” the Corporation Tax Act 2010 “Delta Facility” a facility agreement dated 21 July 2006, as amended on 1 December 2006, 5 December 2006 and 26 July 2007 and extended pursuant to a letter dated 3 September 2010, between (1) Wichford Delta Limited (as borrower), (2) certain wholly owned subsidiaries within the Group (as original guarantors), (3) L.C.P.I. (United Kingdom Branch) (as original lender) and (4) Lehman Brothers (as arranger, agent and security trustee) “Delta and Gamma Facilities” together the Delta Facility and the Gamma Facility

278 “dematerialisation” the process whereby certificated shares are converted to an electronic form as uncertificated shares and recorded in the sub-register of shareholders maintained by a CSDP “Dematerialised Share holders” Shareholders on the SA share register who hold Dematerialed Shares “DTZ” DTZ Debenham Tie Leung Limited, a company incorporated in England and Wales (CRN: 2757768), having its registered office at 125 Old Broad Street, London EC2N 2BQ “EPRA Earnings per Share” recurring earnings from core operational activities of the Company as defined by EPRA Best Practices Recommendations divided by the weighted average number of Ordinary Shares for the corresponding period “EPRA Net Asset Value per Share” net asset value adjusted to include properties and other investment interests at fair value and to exclude certain items not expected to crystallise in a long-term property business model as defined by EPRA Best Practices Recommendations dividend by the number of Ordinary Shares in issue at the end of the relevant period “Euro” the single currency of any member State of the European Community adopted in accordance with legislation of the European Union for European Monetary Union “Euroclear UK” Euroclear UK & Ireland Limited, the operator of CREST “European Union” the European Union post established by the treaty made at Masstricht on 7 February 1992 “Existing Ordinary Shares” the Ordinary Shares in issue at the Record Date “Extraordinary General Meeting” or the extraordinary general meeting of the Company to be held at Top Floor, “EGM” 14 Athol Street, Douglas, Isle of Man IM1 1JA at 9.30 a.m. (London time) on 29 November 2013, notice of which is set out in this document “FCA” the United Kingdom Financial Conduct Authority “Form of Proxy” the form of proxy accompanying this document for use by Shareholders in relation to the EGM “FSMA” the United Kingdom Financial Services and Markets Act 2000 (as amended) “Gamma Facility” a facility agreement dated 29 March 2005, as amended on 29 June 2005, 15 July 2005, 30 September 2005, 10 November 2005, 18 November 2005, 31 January 2006, 21 July 2006, 28 July 2006 and 5 December 2006 and extended pursuant to a letter dated 18 August 2010, between (1) Wichford Gamma Limited (as borrower), (2) Wichford Acton Limited (as original guarantor), (3) L.C.P.I. (United Kingdom Branch) (as original lender), (4) Lehman Brothers International (Europe) (“Lehman Brothers”) (as arranger and security trustee), and (5) certain wholly owned subsidiaries within the Group (as additional guarantors) “Gibson Facility” the facility agreement dated 11 June 2004 between Gibson Properties Limited and Norwich Union Mortgage Finance Limited and amended pursuant to a supplemental agreement dated 19 February 2010 “GLA” gross lettable area “Group” the Company and its subsidiaries and subsidiary undertakings “Hague Facility” a facility agreement dated 17 July 2008 between Wichford Den Haag B.V. and SNS Property Finance B.V. “HMRC” HM Revenue & Customs “IAS” International Accounting Standards

279 “ICTA” the Income and Corporation Taxes Act 1988 “IFRS” International Financial Reporting Standards, as issued by the International Accounting Standards Board and adopted by the European Union “Independent Directors” the Directors of the Company, other than Michael Watters and Marc Wainer “Independent Shareholders” the Shareholders excluding the members of the Concert Party “Internalisation” internalisation of the Company’s management pursuant to the Acquisition “Investec” Investec Bank p lc “Investment Adviser” RIPML “Investment Adviser’s Agreement” the Investment Adviser’s Agreement dated 13 July 2011 between the Company (1) and RIPML (2) details of which are set out at paragraph 22.18 of Part XV of this document “IOM Acts” or “1931 Act” the Companies Acts 1931-2004 (as amended) of the Isle of Man and every statutory modification or re-enactment thereof for the time being in force and, where the context requires, every other statute from time to time in force concerning companies and affecting the Company “Joint UK sponsors” Peel Hunt and Investec “JSE” JSE Limited ( Registration number 2005/022939/06), licensed as an exchange under the Financial Markets Act of South Africa (Act 19 of 2012), as amended, and a public company incorporated in terms of the laws of South Africa “JSE Listings Requirements” the Listings Requirements issued by the JSE from time to time “JSE sponsor” Java Capital “the London Stock Exchange” or “LSE” London Stock Exchange PLC “Manx Pounds” the lawful currency of the Isle of Man “ Memorandum and Articles of the existing memorandum of association and the articles of association of the Association” Company, details of which are set out in paragraph 17 of Part XV of this document “Model Code” the Model Code on directors dealing in securities set out in Listing Rule 9 Annex 1 “NAV” or “Net Asset Value” the value of the assets of the Group less its liabilities, determined in accordance with the accounting principles adopted by the Group from time to time “New Articles” the articles of association of the Company to be adopted pursuant to Resolution 3 as set out in the Notice of EGM “New Memorandum” the memorandum of association to be adopted pursuant to Resolution 3 as set out in the Notice “New Ordinary Shares” new ordinary shares of 8.0 pence each in the share capital of the Company issued pursuant to certain of the Proposals and the CMC Acquisition Agreement “Non-PID Dividend” has the meaning set out in Part XI of this document “Notice” the notice convening the Extraordinary General Meeting set out in this document “Official List” the Official List of the UK Listing Authority “Ordinary Shares” the Existing Ordinary Shares of 8.0 pence each in the share capital of the Company (including, if the context requires, the New Ordinary Shares) “Overseas Shareholders” Shareholders with registered addresses outside the United Kingdom or who are citizens or residents of countries outside the United Kingdom

280 “Partnership” Wichford Property Limited Partnership “Peel Hunt” Peel Hunt LLP “Performance Share Plan” the Redefine International P.L.C. Long-Term Performance Share Plan “PID” has the meaning set out in Part XI of this document “Property Rental Business” has the definition set out in Part XI of this document “Proposed Director” Andrew Rowell “the Proposals” collectively, the election for UK-REIT status, the appointment of a new Director, the Acquisition (including the approval of the Acquisition as a Related Party Transaction), the approval of the Waiver, the adoption of New Articles, the adoption of the Share Plans and the conversion of the Company to 2006 Act status “£” or “Pounds Sterling” or “Sterling” the lawful currency of the United Kingdom “R” or “Rand” or “ZAR” the lawful currency of the Republic of South Africa “RBDL” Redefine BDL Hotel Group Limited “Re-registration” shall have the meaning given in paragraph 10 of Part V of this document “Re-registration Proposal” shall have the meaning given in paragraph 10 of Part V of this document “RNS” Regulatory News Service of London Stock Exchange “ Redefine International Portfolio” the properties owned by Redefine International and subsidiary companies within the Group “ Redefine Properties” Redefine Properties Limited ( Registration number 1999/018591/06), a public company duly incorporated and registered in terms of the laws of South Africa and listed on the JSE, with its registered address at 3rd Floor, Redefine Place, 2 Arnold Road, Rosebank, 2196, South Africa “ Redefine Properties International” Redefine Properties International Limited (Registration number 2010/009284/06), a public company incorporated and registered in terms of the laws of South Africa and previously listed on the JSE, with a registered address at 3rd Floor, Redefine Place, 2 Arnold Road, Rosebank, 2196, South Africa (formerly Kalpafon Limited) , but subsequently delisted from the JSE on 4 November 2013 “Registrar” Capita Registrars (Isle of Man) Limited, (trading as Capita Asset Services) whose registered office is at Clinch’s House, Lord Street, Isle of Man IM99 1RZ “Regulations” Regulations under the US Securities Act “Regulatory Information Service” one of the regulatory information services authorised by the UK Listing Authority to receive, process and disseminate regulatory information from listed companies “REIT” a real estate investment trust under Part 4 of the Finance Act 2006 “Related Party Transaction” the acquisition by the Company of the entire issued share capital of RIFM from the RIFM Sellers on the terms set out in the RIFM Acquisition Agreements which constitutes a related party transaction under the UK Listing Rules, as described in paragraph 5 of Part V “Relationship Agreement” the agreement dated 13 July 2011 between the Company and Redefine Properties International relating to certain governance matters in respect of the Company “Remuneration Committee” the remuneration committee of the Board or a sub-committee of it “Resolutions” the resolutions to be proposed at the Extraordinary General Meeting

281 “Restricted Stock Plan” the Redefine International P.L.C. Restricted Stock Plan “Reverse Takeover” the acquisition of RIHL by the Company which became unconditional in all respects on 23 August 2011 “Reverse Takeover Prospectus” the prospectus issued by the Company dated 13 July 2011, setting out details of the Reverse Takeover “RIFM” Redefine International Fund Managers Limited whose business address is at Coastal Building, Wickhams Cay II, Road Town, Tortola, British Virgin Islands “RIFM Acquisition Agreements” the two acquisition agreements dated 6 November 2013 made between the Company and the RIFM Sellers relating to the Acquisition “RIFM Consideration Shares”the Consideration Shares being Ordinary Shares to be issued to the RIFM Sellers pursuant to the RIFM Acquisition Agreements, further details of which are set out in paragraph 22.3 of Part XV “RIFM Sellers” Redefine Properties (through its subsidiary Madison Property Fund Managers Limited) and Corovest Offshore “RIFM Placing Agreement” the placing agreement dated 2 3 August 2013 between the Company and RIFM, further details of which are set out in paragraph 22.5 of Part XV of this document “RIHL” Redefine International Holdings Limited, a private company incorporated in Jersey (registration number 91277), with its registered office at Channel House, Green Street, St Helier, Jersey JE2 4UH (previously called Redefine International plc and previously admitted to AIM) “RIPML” the Group’s investment advisor, Redefine International Property Management Limited, a private limited company incorporated on 25 June 2002 in the United Kingdom under the Act and registered in England and Wales with registered number 04469376, having its registered office at 2nd floor, 30 Charles II Street, London SW1Y 4 AE and its telephone number being 020 7811 0100 “RIPML Incentive Scheme” the share incentive arrangement set out in the Investment Advisers Agreement between the Group and RIPML, further details of which are set out in paragraph 22.18 of Part XV of this document “Rule 9 Waiver Resolution” Resolution 1 in the Notice of EGM, in relation to approval by the Shareholders of the Waiver “SA” or “South Africa” the Republic of South Africa “SA share register” the share register maintained on behalf of the Company in South Africa by the South African transfer secretaries “SARB” South African Reserve Bank “Savills” Savills Advisory Services Limited, a private limited company incorporated on 17 April 2007 in the United Kingdom under the Act and registered in England and Wales with registered number 06215875 and having its registered office at 33 Margaret Street, London W1G0JD “SDRT” stamp duty reserve tax “SEC” the US Securities and Exchange Commission “SENS” Stock Exchange News Services of the JSE “Share Plans” the Performance Share Plan and the Restricted Stock Plan “Shareholders” holders of Existing Ordinary Shares and, following Admission, of New Ordinary Shares “South African Companies Act” the South African Companies Act, 71 of 2008 as amended

282 “South African transfer secretaries” Computershare Investor Services (Proprietary) Limited (Registration number 2004/003647/07), a private company duly incorporated in terms of the laws of South Africa “Strate” Strate Limited (Registration number 1998/022242/06), a private company which is registered in terms of the Financial Markets Act of South Africa (Act 19 of 2012), as amended, responsible for the electronic settlement system of the JSE “Subsidiaries” each of the subsidiaries and subsidiary undertakings of the Company, further details of which are set out in paragraph 2.8 of Part XV of this document “Takeover Panel” the Panel on UK Takeovers and Mergers “UK Listing Authority” or “UKLA” the FCA acting in its capacity as the competent authority for the purposes of Part VI of FSMA “UK Listing Rules” the listing rules made under Part VI of FSMA and as set out in the FCA Handbook, as amended from time to time “UK” or “United Kingdom” the United Kingdom of Great Britain and Northern Ireland “UK Corporate Governance” or “Code” the UK Corporate Governance Code issued by the Financial Reporting Council in May 2010 “UK Prospectus Rules” the prospectus rules made under Part VI of FSMA in relation to offers of securities to the public and admission of securities to trading on a regulated market and as set out in the FCA Handbook, as amended from time to time “UK-REIT” a UK Real Estate Investment Trust under Part 12 of the Corporation Tax Act 2010 “UK share register” the share register maintained on behalf of the Company by Capita Asset Services “UK Takeover Code” the Takeover Code on Takeovers and Mergers issued by the Takeover Panel “ uncertificated” or “in uncertificated recorded on the relevant register of the relevant company for the share or form” security concerned as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST “US Securities Act” the US Securities Act of 1933, as amended “ US Securities and Exchange the US government agency having primary responsibility for enforcing the Commission” federal securities and regulating the securities industry/stock market “US” or the “United States” the United States of America, its territories and possessions, any State of the United States and the District of Columbia “Valuation Reports” the valuation reports dated 31 August 2013, details of which are set out in Part X of this document “VBG” Verwaltungs-Berufsgenossenschaft “VBG 1 Facility” €71,200,000 Credit Facility between, inter alia, Ticino Property GmbH & Co. KG, as Dresden borrower, Ebony Verwaltungsgesellschaft mbH & Co. Vermietungs KG as Berlin borrower, ABN AMRO Bank N.V. as arranger and original counterparty, Talisman-3 Finance PLC as lender, Bank of America National Association, London Branch as facility agent and LaSalle Global Trust Services Limited (formerly known as Lasalle Trustees Limited and as ABN Amro Trustees Limited) as security agent dated 15 December 2005, as amended on 30 December 2005 and 27 April 2006

283 “VBG 2 Facility” A €56,398,248.40 Senior Facility Agreement between, inter alia, Ludwigsburg Property GmbH & Co. KG as Stuttgart borrower, Dandelion Verwaltungsgesellschaft mbH & Co. Vermietungs KG as Cologne borrower and ABN AMRO Bank N.V. as arranger and original counterparty, Talisman-4 Finance PLC as lender, Bank of America National Association, London Branch as facility agent and LaSalle Global Trust Services Limited (formerly known as Lasalle Trustees Limited and as ABN Amro Trustees Limited) as security agent dated 21 April 2006, as amended on 24 May 2006 “VBG Facilities” the VBG 1 Facility and the VBG 2 Facility “Waiver” the proposed waiver by the Panel of the obligation which would otherwise arise under Rule 9 of the UK Takeover Code requiring the Concert Party to make an offer for the entire issued share capital of the Company as a result of the issue of the RIFM Consideration Shares to Redefine Properties and, subsequently, the issue of any Ordinary Shares to Michael Watters, Andrew Rowell and/or Stephen Oakenfull (being members of the Concert Party) pursuant to any award of options to such persons pursuant to the Share Plans “WAULT” weighted average unexpired lease term

284 PART XVIII

REDEFINE INTERNATIONAL P.L.C.

(registered in the Isle of Man with registered number 111198C) NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Redefine International P.L.C. (the “Company”) will be held at Top Floor, 14 Athol Street, Douglas, Isle of Man IM1 1JA at 9.30 a.m. (London time) on 29 November 2013 for the purpose of considering and, if thought fit, passing the following resolutions, which will be proposed as ordinary resolutions in the case of Resolutions 1, 2, 4, 5, 6, 9 and 10 and as special resolutions in the case of Resolutions 3, 7 and 8. Special Business 1. THAT subject to the passing of Resolutions 2 and 3 set out in this Notice the waiver, on the terms described in pargraph 6 of Part V of the circular to shareholders dated 6 November 2013, of which the notice of this meeting forms part (the ‘‘Circular’’), by the Takeover Panel of any requirement under Rule 9 of the UK Takeover Code for Redefine Properties Limited, Corovest Offshore and the other members of its Concert Party (as such term is defined in the Circular) to make a general offer to shareholders of the Company as a result of: (a) the issue of New Ordinary Shares pursuant to the RIFM Acquisition Agreements (as such term is defi ned in the Circular); and (b) the grant of awards over Ordinary Shares to the members of the Concert Party who are or become executive Directors or senior managers of the Company pursuant to the Performance Share Plan (to be approved pursuant to Resolution 9 below) up to a maximum limit of 21 000 000 Ordinary Shares in aggregate (in accordance with the limits of 7 000 000 Ordinary Shares per individual set out in the Performance Share Plan) which is equal to approximately 1.8 per cent of the Company’s share capital in issue immediately following completion of the CMC Acquisition Agreement and RIFM Acquisition Agreements (as such terms are defi ned in the Circular), be approved by the Independent Shareholders (as defi ned in the Circular) on a poll. 2. THAT subject to the passing of Resolutions 1 and 3 set out in this Notice the acquisition by the Company of the entire issued share capital of Redefine International Fund Managers Limited pursuant to the RIFM Acquisition Agreements (as such term is defined and full details of which are set out in the Circular) from Redefine Properties Limited, Corovest Offshore Limited and, indirectly, Michael Watters, Andrew Rowell, Stephen Oakenfull and Stephen Carlin (each a related party of the Company as described in paragraph 5 of Part V in the Circular) be approved as a related party transaction for the purposes of Chapter 11 of the UK Listing Rules (as defined in the Circular) by the Independent Shareholders (as defined in the Circular) and the Directors be and are hereby authorised to take all steps as may be necessary or as desirable in relation thereto and to implement the same with such non-material modifications, variations, revisions, waivers or amendments as the Directors or any such committee may deem necessary. 3. THAT : (a) the Company be re-registered as a company incorporated under the Isle of Man Companies Act 2006 (as amended) (the “2006 Act”); (b) the Company adopts upon such re-registration the memorandum of association complying with section 149(2) of the 2006 Act in the form produced to the meeting and signed by the chairman of the meeting for the purposes of identification; and (c) the articles of association, in the form produced to the meeting and signed by the chairman of the meeting for the purposes of identification, be adopted upon such re-registration as the articles of association of the Company in substitution for and to the exclusion of the existing articles of association. 4. THAT subject to the passing of Resolution 3 set out in this Notice Andrew Rowell be elected as a Director of the Company. 5. THAT subject to the passing of Resolutions 1, 2, 3, 7 and 9 set out in this Notice, the Directors be hereby generally and unconditionally authorised pursuant to the Articles of Association of the Company from time to time to allot Ordinary Shares for the purposes of, and to grant rights to subscribe for Ordinary Shares under, the Redefine International P.L.C. Long-Term Performance Share Plan up to a maximum aggregate nominal value of £1 840 000 (equivalent to 23 000 000 Ordinary Shares).

285 6. THAT subject to the passing of Resolutions 1, 2, 3, 8 and 10 set out in this Notice, the Directors be hereby generally and unconditionally authorised pursuant to the Articles of Association of the Company from time to time to allot Ordinary Shares for the purposes of, and to grant rights to subscribe for Ordinary Shares under, the Redefine International P.L.C. Restricted Stock Plan up to a maximum aggregate nominal value of £1 840 000 (equivalent to 23 000 000 Ordinary Shares). 7. THAT subject to the passing of Resolutions 1, 2, 3, 5 and 9 set out in this Notice the Directors be hereby generally authorised and empowered and directed to allot Ordinary Shares for the purposes of the Redefine International P.L.C. Long-Term Performance Share Plan pursuant to the authority granted by Resolution 5 as if the pre-emption provisions in Article 10 of the Articles of Association of the Company did not apply to any such allotment, such power to be limited to the allotment of Ordinary Shares up to a maximum aggregate nominal value of £1 840 000 (equivalent to 23 000 000 Ordinary Shares) . 8. THAT subject to the passing of Resolutions 1, 2, 3, 6 and 10 set out in this Notice the Directors be hereby generally authorised and empowered and directed to allot Ordinary Shares for the purposes of the Redefine International P.L.C. Restricted Stock Plan pursuant to the authority granted by Resolution 6 as if the pre-emption provisions in Article 10 of the Articles of Association of the Company did not apply to any such allotment such power to be limited to the allotment of Ordinary Shares up to a maximum aggregate nominal value of £ 1 840 000 (equivalent to 23 000 000 Ordinary Shares) . 9. THAT subject to the passing of Resolutions 1, 2 and 3 set out in this Notice the rules of the Redefine International P.L.C. Long-Term Performance Share Plan (“Performance Share Plan”), a summary of the principal provisions of which is set out in the Circular and a copy of which is produced to the meeting signed by the Chairman for the purposes of identification, be approved and adopted by the Company and the Directors be authorised to do all acts and things necessary to establish and carry the Performance Share Plan into effect and to establish schedules to the Performance Share Plan and/or further plans based on the Performance Share Plan for the benefit of employees outside the UK, based on the Performance Share Plan but modified to take account of local securities laws, exchange controls or tax laws in overseas territories, provided that any Ordinary Shares, as defined in the Circular, made available under such schedules and/or plans are treated as counting against the limits on individual participation and the overall dilution limits applicable under the Performance Share Plan. 1 0. THAT subject to the passing of Resolutions 1, 2 and 3 set out in this Notice the rules of the Redefine International P.L.C. Restricted Stock Plan (“Restricted Stock Plan”), a summary of the principal provisions of which is set out in the Circular and a copy of which is produced to the meeting signed by the Chairman for the purposes of identification, be approved and adopted by the Company and the Directors be authorised to do all acts and things necessary to establish and carry the Restricted Stock Plan into effect and to establish schedules to the Restricted Stock Plan and/or further plans based on the Restricted Stock Plan for the benefit of employees outside the UK, based on the Restricted Stock Plan but modified to take account of local securities laws, exchange controls or tax laws in overseas territories, provided that any Ordinary Shares, as defined in the Circular made available under such schedules and/or plans are treated as counting against the limits on individual participation and the overall dilution limits applicable under the Restricted Stock Plan.

BY ORDER OF THE BOARD

Anne Couper Woods Secretary

6 November 2013

Registered Office: Top Floor 14 Athol Street Douglas Isle of Man IM11JA

NOTES 1. All the resolutions in this notice of general meeting will be taken on a poll. Only Independent Shareholders shall be entitled to vote on Resolutions 1 and 2. 2. A member entitled to attend and vote at the above meeting is entitled to appoint a proxy or proxies to attend and vote, on a poll instead of him/her. If a member appoints more than one proxy, each proxy must be entitled to exercise the rights attached to different shares. A proxy need not be a member of the Company. The appointment of a proxy will not preclude a member from attending and voting at the meeting in person should he/she subsequently decide to do so.

286 3. A Form of Proxy is enclosed for your use if desired. If you are a UK Shareholder, t o be valid, the instrument appointing a proxy must be completed and reach the Company’s Registrars, Capita Asset Services PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU not less than 48 hours before the time of holding the meeting. Shareholders wishing to vote online should visit www.capitashareportal.com and follow the instructions 4. In the case of joint holders of Ordinary Shares, the vote of the senior shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding. 5. In respect of Shares on the SA share register, forms of proxy must only be filled in by certificated shareholders or “own-name” Dematerialised Shareholders. Dematerialised Shareholders in South Africa who are not “own-name” Dematerialised Shareholders must follow the instructions set out in note 14 below. 6. To direct your proxy how to vote on the resolutions mark the appropriate box on your proxy form with an ‘X’. To abstain from voting on a resolution, select the relevant ‘Vote withheld’ box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting. 7. Any power of attorney or any other authority under which your proxy form is signed (or a duly certified copy of such power or authority) must be included with your proxy form. 8. In the case of a member which is a company, your proxy form must be executed under its common seal or signed on its behalf by a duly authorised officer of the company or an attorney or other person duly authorised for the company. 9. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence. 10. An explanation of the resolutions is set out in the Prospectus enclosed with this document. 11. Pursuant to Regulation 22 of the Uncertificated Securities Regulations 2005 of the Isle of Man, the Company specifies that only those shareholders of the Company on the register at the close of business on 27 November 2013 shall be entitled to attend or vote at the Extraordinary General Meeting in respect of the number of shares registered in their name at the time. Changes to the register of members after that time will be disregarded in determining the rights of any person to attend or vote at the meeting. 12. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so by utilising the procedures described in the CREST manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take appropriate action on their behalf. 13. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message must be transmitted so as to be received by the Company’s agent, Capita Asset Services (whose CREST ID is RA10) by the specified latest time(s) for receipt of proxy appointments. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the Company agent is able to retrieve the message by enquiry to CREST in the manner prescribed. 14. Dematerialised Shareholders on the SA share register who are not “own-name” Dematerialised Shareholders and who wish to attend this meeting should instruct their CSDP or broker to issue them with the necessary authority to attend this meeting in person, in the manner stipulated in the custody agreement governing the relationship between such shareholders and their CSDP or broker. These instructions must be provided to the CSDP or broker by the cut-off time and date advised by the CSDP or broker for instructions of this nature. Dematerialised Shareholders on the SA share register who are not “own-name” Dematerialised Shareholders and who cannot attend but who wish to vote at the meeting should provide their CSDP or broker with their voting instructions, in the manner stipulated in the custody agreement governing the relationship between such shareholders and their CSDP or broker. These instructions must be provided to the CSDP or broker by the cut-off time and date advised by the CSDP or broker for instructions of this nature. 15. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares. 16. As at 5 November 2013 (being the last practicable day prior to the date of this Notice of Extraordinary General Meeting), the Company’s issued share capital consisted of 1 057 157 691 Ordinary Shares, carrying one vote each. Therefore, the total voting rights in the Company as at 5 November 2013 were 1 057 157 691.

287 288