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Monday, 30 July 2018 the Directors Investec Property Limited (ACN 071

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Monday, 30 July 2018 the Directors Investec Property Limited (ACN 071 Macquarie Capital (Australia) Limited ABN 79 123 199 548 AFS Licence No. 314416 A Member of the Macquarie Group of Companies 50 Martin Place SYDNEY NSW 2000 GPO Box 4294 SYDNEY NSW 1164 AUSTRALIA Monday, 30 July 2018 The Directors Investec Property Limited (ACN 071 514 246) (“Responsible Entity”) as responsible entity of the Investec Australia Property Fund (ARSN 162 067 736) ("Fund”) Attention: Members of the Independent Board Committee Dear members of the Independent Board Committee Consent to be named and confirmations in relation to JSE Circular 1 Background 1.1 Since January 2018, Macquarie Capital (Australia) Limited has, in its capacity as corporate adviser, provided corporate and financial advice to the Responsible Entity in relation to a proposal to pursue a dual primary listing of the Fund on the ASX and the JSE, in conjunction with a Specific Issue of Units for Cash (“ASX Listing Proposal”) pursuant to the terms of the Engagement Agreement between Macquarie Capital (Australia) Limited, J.P. Morgan Australia Limited and the Responsible Entity dated Friday, 20 July 2018 (Engagement Agreement). This has included advice on the preliminary steps to be undertaken in connection with, and the commercial rationale for pursuing, the ASX Listing Proposal. 1.2 The Responsible Entity proposes to issue a circular to Unitholders, under which Unitholders will be asked to consider and vote on a number of resolutions to facilitate the implementation of the ASX Listing Proposal (“Circular"). A copy of the draft Circular dated 9 July 2018 is attached at Annexure B (“Draft Circular”). 1.3 Capitalised but undefined terms in this letter have the meaning given to them in the Draft Circular. 2 Consents and confirmations 2.1 Macquarie Capital (Australia) Limited consents to being named in the Circular as corporate adviser to the Responsible Entity and the Independent Board Committee, in the form and context in which it is named in the Draft Circular. 2.2 The Responsible Entity, through the Independent Board Committee, has also requested that Macquarie Capital (Australia) Limited confirm that the two statements extracted from the Draft Circular and annexed at Annexure A (Statements) are consistent with, and an accurate reflection of, the advice we have given to the Responsible Entity in connection with the ASX Listing Proposal. 2.3 Subject to the terms of the Engagement Agreement, and on the condition that no Statement is attributed to Macquarie Capital (Australia) Limited in the Circular, Macquarie Capital (Australia) Limited hereby provides the confirmation set out in paragraph 2.2. Macquarie Capital (Australia) Limited is not an authorised deposit-taking institution for the purposes of the Banking Act 1959 (Commonwealth of Australia), and its obligations do not represent deposits or other liabilities of Macquarie Bank Limited ABN 46 008 583 542. Macquarie Bank Limited does not guarantee or otherwise provide assurance in respect of the obligations of Macquarie Capital (Australia) Limited. Macquarie Capital - Consent letter_45934567_1 (ANZ_Active).DOCX Macquarie Capital (Australia) Limited 2 2.4 In providing the above confirmation, we acknowledge that the Responsible Entity is responsible for the contents of the Circular, and in accordance with the JSE Listings Requirements, the Directors must provide a responsibility statement in the form set out in paragraph 16 of the Draft Circular, under which the Directors collectively and individually accept full responsibility for the accuracy of the information given in the Circular (among other things). 2.5 Macquarie Capital (Australia) Limited does not make or purport to make any statement in the Circular, and Macquarie Capital (Australia) Limited has not authorised or caused the issue of the Circular. To the maximum extent permitted by law, but subject to the confirmation provided in section 2.3 above, Macquarie Capital (Australia) Limited expressly disclaims all liability in respect of, makes no representation regarding, and takes no responsibility for, any part of the Circular or any omission from the Circular, other than the references to its name in the form and context in which it appears. 2.6 The consent and confirmations contained in this letter apply to both the paper and electronic copies of the Circular and will be treated as not having been withdrawn unless Macquarie Capital (Australia) Limited notifies the Responsible Entity in writing of the withdrawal of this consent. Yours faithfully Andrew Scade Division Director Macquarie Capital (Australia) Limited Macquarie Capital (Australia) Limited 3 Annexure A - Statements Statement Section of Draft Circular Statement 1 4.2 The Independent Board Committee has been advised that while trading of Units is typically impacted by a number of factors, the ASX Listing Proposal represents an opportunity for the Fund to trade more closely in line with other ASX listed REITs by virtue of the Fund being listed in the jurisdiction where the majority of its assets are located, thereby allowing investors to make a more direct comparison of the Fund with its ASX listed peers. Statement 2 8.1 In coming to this view, the Independent Board Committee has taken the following into consideration: • the benchmarking analysis undertaken in respect of other externally managed ASX listed Australian REITs by the Independent Expert and other third party advisers engaged by the Responsible Entity in respect of the ASX Listing Proposal, which indicated that it is not standard market practice in Australia to have management arrangements which include termination fees or which allow for a manager to remain in place where there is a change to the responsible entity; Macquarie Capital (Australia) Limited 4 Annexure B - Draft Circular.
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