Freedom Property Fund Limited (Incorporated in the Republic of ) (Registration No. 2012/129186/06) Share code: FDP ISIN: ZAE000185260 (“Freedom” or “the Company” or “the Freedom group”)

PRE-LISTING STATEMENT

The definitions and interpretations commencing on page 10 of this pre-listing statement apply mutatis mutandis throughout this entire pre-listing statement. This pre-listing statement is not an invitation to subscribe for or purchase shares in Freedom, but is issued in compliance with the Listings Requirements for the purpose of providing information to the public with regard to the business and affairs of Freedom and its consolidated subsidiaries as at the time of listing. This pre-listing statement has been prepared on the assumption that Freedom will list on Thursday, 12 June 2014. Freedom’s directors, whose names are set out on page 62 of this pre-listing statement, collectively and individually, accept full responsibility for the accuracy of the information provided in this pre-listing statement and certify that, to the best of their knowledge and belief, there are no other facts, the omission of which would make any statement in this pre-listing statement false or misleading, and confirm that they have made all reasonable enquiries in this regard and confirm that this pre-listing statement contains all information required by the Listings Requirements. The JSE has agreed to the listing of the entire issued ordinary share capital of Freedom in the “Real Estate – Real Estate Holding and Development” sector of the Main Board of the JSE under the abbreviated name “Freedom” with effect from the commencement of business on Thursday, 12 June 2014. The listing of Freedom was approved by the JSE on 4 March 2014, subject to all properties acquired by the Company being transferred at the Deeds Office. All properties acquired, as reflected in the pre-listing statement, have subsequently been transferred and registered in the name of Freedom. The authorised share capital of Freedom as at the date of this pre-listing statement is 10 000 000 000 (ten billion) ordinary shares with no par value and the issued share capital of Freedom is 1 027 029 031 ordinary shares with no par value. On the commencement of its listing, the authorised share capital of Freedom will be 10 000 000 000 (ten billion) ordinary shares with no par value and Freedom will have an issued capital of 1 027 029 031 ordinary shares with no par value and a stated capital in compliance with the Listings Requirements. As at the date of listing, no subsidiaries of Freedom will hold any of the issued share capital of Freedom as treasury shares. All the ordinary shares in Freedom rank pari passu in all respects, there being no conversion or exchange rights attaching thereto and have equal rights to participate in capital, dividend and profit distributions by Freedom. The sponsor, financial advisors, reporting accountants and auditors, legal advisors, transfer secretaries and independent technical expert whose reports and/or names are included in this pre-listing statement, have given and have not withdrawn their consents to the inclusion of their names and/or reports in this pre-listing statement in the form and context in which they appear. Sponsor Corporate Advisor

Legal Advisor Independent Reporting Accountants and Auditors

Independent Property Valuer Company Secretary

JOHAN BOSMAN

Date of Issue: Thursday, 5 June 2014 This pre-listing statement is available in English only. Copies may be obtained during normal business hours from Thursday, 5 June 2014 until Thursday, 12 June 2014 (both days inclusive) from the sponsor, Freedom and the transfer secretaries, whose details are set out in the “Corporate Information and Advisors” section of this pre-listing statement. An abridged version of this pre-listing statement has been released on SENS on Thursday, 5 June 2014 and will be published in the South African press on Thursday, 5 June 2014. CORPORATE INFORMATION AND ADVISORS

Registered office Corporate advisor Suite 5, Harbour View Base Capital Proprietary Limited Harbour Road (Registration number 2002/008290/07) Port Alfred, 6170 The Campus, (PO Box 2712, Port Alfred, 6170) 1st Floor, Wrigley Field Building 57 Sloane Street, Bryanston, 2191 (PO Box 69336, Bryanston, 2021)

Sponsor Independent reporting accountants and auditors PSG Capital Proprietary Limited RSM Betty & Dickson () (Registration number 2006/015817/07) (Practice number 900435) 1st Floor, Ou Kollege Executive City Building 35 Kerk Street Corner Cross Street and Charmaine Avenue Stellenbosch, 7600 President Ridge, , 2194 (PO Box 7403, Stellenbosch, 7599) (PO Box 1734, Randburg, 2125)

Legal advisor Bankers Bowman Gilfillan Inc. Nedbank Limited (Registration number 1998/021409/21) (Registration number 1951/000009/06) 165 West Street Corner Henry Street and Second Avenue Johannesburg, 2146 Business Banking (PO Box 785812, , 2146) Westdene, Bloemfontein, 9301 (PO Box 1430, Bloemfontein, 9300)

Independent property valuer Company secretary Johannes Simon Bosman Statucor Proprietary Limited (Identity number 5109235088089) (Registration number 1989/005394/07) 80 Golf Avenue, Lusthof 114 JR 22 Wellington Road Pretoria North, Pretoria, 0001 , Johannesburg, 2193 (PO Box 18598, Pretoria North, Pretoria, 0116) (Private Bag X60500, Houghton, 2041)

Transfer secretaries Computershare Investor Services Proprietary Limited (Registration number 2004/003647/07)) 70 Marshall Street Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107)

None of the abovementioned persons, other than as outlined in the promoters’ interest schedule set out in Annexure 16, hold any securities in or options in respect of securities in Freedom. Date of incorporation: 19 July 2012. Place of incorporation: Pretoria.

1 FORWARD-LOOKING STATEMENTS

The definitions and interpretations commencing on page 10 of this pre-listing statement apply, mutatis mutandis, to this “forward-looking statements” section. This pre-listing statement includes forward-looking statements. Forward-looking statements are statements including, but not limited to, any statements regarding the future financial position of the Freedom group and its future prospects. Forward-looking statements are based on estimates and assumptions regarding the Freedom group, and although the board believes them to be reasonable, such estimates, assumptions or statements may not eventuate and are not guarantees of future performance. The actual performance of Freedom and/or the Freedom group could accordingly differ materially from these forward-looking statements.

2 TABLE OF CONTENTS

Page CORPORATE INFORMATION AND ADVISORS 1

FORWARD-LOOKING STATEMENTS 2

SALIENT FEATURES 5

SALIENT DATES AND TIMES 9

DEFINITIONS AND INTERPRETATIONS 10

PART A – INFORMATION ABOUT THE COMPANY 1. OVERVIEW OF FREEDOM PROPERTY FUND 19 2. MANAGEMENT FUNCTION 23 3. RISK FACTORS 30 4. PROPERTY PORTFOLIO 31 5. ACQUISITIONS 33 6. DISPOSALS 61

PART B – DIRECTORS AND SENIOR MANAGEMENT 7. directors’ details 62 8. directors’ abridged curriculum vitae 62 9. Qualifications, remuneration and borrowing powers of directors 63 10. Remuneration of directors 64 11. Loans to directors 65 12. Payments to directors 65 13. directors’ interests in shares 66 14. directors’ interests in transactions 66 15. directors’ service contracts 67 16. Other directorships held by directors 67 17. DIRECTORS’ RESPONSIBILITY STATEMENT 67

PART C – CAPITAL STRUCTURE AND VOTING RIGHTS 18. STATED CAPITAL 68

PART D – FINANCIAL INFORMATION 19. FORECAST FINANCIAL INFORMATION, HISTORICAL FINANCIAL INFORMATION AND PRO FORMA FINANCIAL INFORMATION 70 20. DIVIDENDS AND DISTRIBUTIONS 72 21. ADVANCES AND BORROWINGS 72 22. MATERIAL CHANGES 73 23. ADEQUACY OF CAPITAL 73 24. MATERIAL COMMITMENTS, LEASE PAYMENTS AND CONTINGENT LIABILITIES 73

PART E – ADDITIONAL MATERIAL INFORMATION 25. GOVERNMENT PROTECTION AND INVESTMENT ENCOURAGEMENT LAW 74 26. LITIGATION STATEMENT 74 27. CODE OF CORPORATE PRACTICE AND CONDUCT 74 28. MATERIAL CONTRACTS 74

3 Page

29. PRELIMINARY EXPENSES 74 30. EXPENSES OF THE LISTING 74 31. COMMISSIONS PAID OR PAYABLE 75 32. ADVISORS’ INTERESTS 75 33. CONSENTS 75 34. DOCUMENTATION AVAILABLE FOR INSPECTION 75 35. REGULATIONS APPLICABLE TO FREEDOM 76

Annexures

1. Details of Freedom subsidiaries 83 2. Details of the Freedom property portfolio 92 3. Independent property valuer’s valuation report on the property portfolio and summary valuations 102 4. Forecast statement of comprehensive income 128 5. Independent reporting accountants’ and auditors’ limited assurance report on the forecast statement of comprehensive income 132 6. Consolidated pro forma statement of financial position 135 7. Independent reporting accountants’ and auditors’ limited assurance report on the consolidated pro forma statement of financial position 152 8. Historical financial information 154 9. Independent reporting accountants’ and auditors’ report on the historical financial information 169 10. Independent reporting accountants’ and auditors’ review report on the value and existence of assets and liabilities acquired 171 11. Details of the vendors 172 12. Other directorships and partnerships held by directors 182 13. Extracts from the memorandum of incorporation 190 14. Corporate governance statement 198 15. Material contracts 208 16. Promoters’ interest & interested party disclosure 209 17. General Option Scheme 210 18. Share Trading Restrictions 211 19. Development partners 212 20. Freedom shares allotted and issued 215 21. Summary of contracts relating to directors, managerial, secretarial, property manager remuneration and rental management 217 22. Risk Factors 226

4 SALIENT FEATURES

The definitions and interpretations commencing on page 10 of this pre-listing statement apply to this “salient features” section. This summary contains the salient features of this pre-listing statement and as such is not intended to be comprehensive. For a full appreciation of this pre-listing statement, it should be read in its entirety.

1. introduction Freedom was established by the promoters in 2012 as a public company with the specific objective of listing on the JSE with a diverse portfolio of assets across the commercial, industrial and residential sectors of the property industry. Freedom began implementing its strategy of providing a platform for property owners to unlock the value in their development projects, by providing a vehicle through which they can secure the necessary development funding, which has become increasingly challenging to secure in the current economic environment. In terms of the listing, Freedom will list on the Main Board of the JSE in the “Real Estate – Real Estate Holding and Development” sector of the JSE with: • an anticipated market capitalisation of R1 027 029 031, representing 1 027 029 031 Freedom shares at R1.00 each. The issued Freedom shares comprise of shares issued to vendors for the acquisitions, shares issued to promoters for their contribution to the formation of Freedom, as well as shares issued in settlement of certain acquisition and listing expenses; and • a Freedom property portfolio value of R1 561 500 000 determined by the independent property valuer. On the listing date, Freedom’s gearing will be less than 3%, with Freedom’s NAV per share being approximately 35% greater than the issue price of a Freedom share i.e. on listing. Management believes this will provide a significant base for the Company to raise new funding for the Freedom projects in a phased approach in line with a clearly-defined strategy. The nominal gearing of Freedom on listing date will comprise the utilisation of banking facilities drawn down to affect a single property acquisition and to pay for the various property transfer costs and listing expenses.

2. Overview of the property portfolio The Freedom property portfolio comprises the Freedom projects as set out in Annexure 2 of this pre-listing statement, which have been defined in four categories. These categories are: • Currently Yielding Properties. This category comprises of three Freedom projects, with total acquisition and capitalised costs relating to the acquisitions of R150 482 394. • Commercial Development Properties. This category comprises of five Freedom projects, with total acquisition and capitalised costs relating to the acquisitions of R86 453 889. • Residential Rental Properties. This category comprises of eleven Freedom projects, with total acquisition and capitalised costs relating to the acquisitions of R558 643 195. • Residential Sale Properties. This category comprise of two Freedom projects, a portion of which is to be developed and sold, with total acquisition and capitalised costs relating to the acquisitions of R97 474 437. Note that certain individual acquisitions comprise of more than one Freedom project which have been allocated into different categories above, i.e. relative to the nature of the project and capitalised costs which have been appropriately allocated by management for planning purposes. The structure of the acquisitions and which projects they relate to are set out in detail in paragraph 5 of this pre-listing statement.

5 3. prospects and investment strategy The prospects of each of the Freedom projects are detailed in paragraph 5 of this pre-listing statement. In unlocking sustainable value and growth prospects for shareholders Freedom’s strategic objectives can be summarised as follows: • To capitalise on the largely ungeared value in the Freedom property portfolio by securing reasonably priced debt funding which will be utilised to develop a substantial portfolio of income generating assets. • To provide shareholders with an opportunity to participate in significant capital growth opportunities as opposed to investing in the REIT, property loan stock and property unit trust markets, which tend to focus on investment assets which provide a regular income distribution to shareholders and investors. The newly adopted REIT regulatory regime is intended for property entities focussed on income distribution rather than capital growth. • Harnessing the extensive experience of Freedom’s management team, as well as having access to the skills, expertise and market knowledge of selected vendors who have obtained a shareholding in Freedom pursuant to the acquisition agreements and who accordingly have a vested interest in developing the Freedom projects. • To provide shareholders the prospect of participating in a diverse portfolio of assets, with a strong weighting in residential properties, which are forecast to generate significant rental incomes as access for investors to the residential property industry in South Africa is limited. • To participate in the prospects of the market recognising the discount that the listing share price represents to the Freedom NAV per share on listing. Freedom will not list as a REIT given that Freedom is a capital growth fund and that its income will be reinvested and not paid out to shareholders as is required in terms of REIT regulations. REITs which most listed property funds have or are in the process of converting to, are required, in terms of relevant laws to, inter alia, pay out at least 75% of their distributable earnings to shareholders.

4. MANAGEMENT OF FREEDOM Freedom’s management team comprise of individuals with extensive experience in the property industry with a strong representation of black persons. Freedom’s management team scores strongly for the requirements under the Property Sector Charter for the representation of black persons at board level. The executive management team includes: Nagendra Tyrone Govender (Tyrone) Chief Executive Officer The services of Tyrone Govender have been secured to fulfil the Chief Executive Officer role for the Company. Tyrone has over 18 years of commercial property experience. He is a previous Executive Director of Growthpoint, the JSE’s largest1 listed property fund, where he was responsible for a portfolio of over R8 billion and some of South Africa’s largest corporate property transactions. Richard Denis Eaton (Richard) Chief Financial Officer Richard qualified as a Chartered Accountant in 1976 and was a Partner in RSM Betty & Dickson (Johannesburg) from 1977 to his retirement from practice in 2006. He specialised in management consulting to various international corporations and the motor industry. He was also instrumental in the formation of the financial services arm of RSM Betty & Dickson (Johannesburg). Richard was Financial Director of JSE-listed Gazankulu Gold Holdings Limited from listing in 1986 until 1994 and has sat on the boards of various private local and international companies across industries, serving in a financial role. Johannes Gerhardus Erasmus (Gerhard) Property Development Manager Gerhard Erasmus is a qualified professional, with a Higher Diploma in Taxation, with many years of experience in various transactions, business structures and property developments. Gerhard’s responsibility at Freedom is to drive and optimise the development of Freedom’s projects.

1 Source: Infinancials

6 Graham Stavridis (Graham) Business Development Manager Graham Stavridis is a Chartered Accountant with vast experience in business development having executed many transactions in numerous industries over a number of years. Graham’s primary responsibility at Freedom is to drive business development through the execution of further value accretive acquisitions. Graham was instrumental in the establishment of Freedom and, with his team, negotiated and concluded all acquisition agreements which comprise the Freedom property portfolio. Graham will also have responsibility to execute the necessary sales in terms of the existing business strategy and plan. The management structure also receives significant ongoing input from the vendors of the Freedom projects, who will collectively continue to hold a significant shareholding in Freedom in terms of the acquisition agreements. The vendors have market knowledge, skills and expertise as well as a vested interest in the development of the Freedom property portfolio. The asset and property management function of the Freedom property portfolio will be internalised within Freedom and phased in over the short to medium term. As a temporary measure the current property manager for Steelpoort Industrial Park, Willem Jansen van Rensburg, who has been managing the portfolio since 2010, will be retained to ensure continuity and a seamless transition post listing (brief overview of experience is set out in Part A, paragraph 2.3).

5. listing of Freedom on the jse Freedom shares will be listed in the “Real Estate – Real Estate Holding and Development” sector of the JSE under the abbreviated name “Freedom”, Share code: “FDP”, ISIN: ZAE000185260, with effect from the commencement of business on Thursday, 12 June 2014.

6. PURPOSE OF THE LISTING The purpose of the listing is to: • provide shareholders access to a market on which Freedom shares can be traded; • enhance investor, potential clients and general public awareness of Freedom; • assist the Freedom group with attracting and retaining skilled staff through a meaningful General Option Scheme for employees; and • enhance Freedom’s ability to raise both debt and equity finance in order for it to develop the Freedom projects and take advantage of any acquisition and growth opportunities which may arise in the future.

7. salient financial information Set out below is the abridged forecast financial information of Freedom for the 12 months ending 28 February 2015 (being the first financial year of Freedom): Forecast for the year ending 28 February 2015 Shares in issue and to be issued 1 027 029 031 Weighted average number of shares in issue 1 027 029 031 Earnings per share (in cents) 1.29 Headline earnings per share (in cents) 1.29 Dilluted earnings per share (in cents) 1.29 Dilluted headline earnings per share (in cents) 1.29 Distribution per share (in cents) –

The forecast, including the assumptions on which they are based and the financial information from which they are prepared, are the responsibility of the directors. The forecast must be read in conjunction

7 with Annexure 4 and the Independent Reporting Accountant’s limited assurance report thereon which is attached as Annexure 5. The forecast have been prepared in compliance with IFRS and in accordance with Freedom’s accounting policies as set out in Annexure 8.

8. further copies of this pre-listing statement Copies of this pre-listing statement may be obtained in English only during normal business hours from 08:30 until 17:00 from the date of issue of this pre-listing statement to Thursday, 12 June 2014 from the Company’s registered office or from the offices of: • PSG; • Freedom; or • Computershare, the details of which are set out in the “Corporate Information and Advisors” section of this pre-listing statement. This pre-listing statement may also be obtained from Freedom’s website (www.freedompropertyfund.com).

8 SALIENT DATES AND TIMES

The definitions and interpretations commencing on page 10 of this pre-listing statement apply to this “salient dates and times” section. 2014 Abridged pre-listing statement released on SENS on Thursday, 5 June Abridged pre-listing statement published in the South African press on Thursday, 5 June Date of issue of pre-listing statement Thursday, 5 June Listing date (09:00) on Thursday, 12 June

Notes: 1. All dates and times shown in this pre-listing statement are South African dates and times. 2. The abovementioned dates and times are subject to amendment. Any such amendment will be released on SENS and published in the South African press.

9 DEFINITIONS AND INTERPRETATIONS

In this pre-listing statement unless otherwise stated or the context otherwise indicates, the words in the first column below shall have the meaning stated in the second column, reference to the singular shall include the plural and vice versa, words denoting one gender shall include the other genders, a natural person includes a juristic person and vice versa and cognate expressions shall bear corresponding meanings: “acquisitions” the properties and/or related businesses acquired by Freedom, through the acquisition by one of its subsidiaries of such properties or through the acquisition of shares in the companies which owns any such properties, in terms of the acquisition agreements and which collectively are defined as the Freedom property portfolio, details of which are contained in paragraph 5 of this pre-listing statement; “acquisition agreements” collectively, the agreements governing the acquisitions of the properties that comprise the Freedom property portfolio, which are unconditional and have been implemented, details of which are set out in paragraph 5 of this pre-listing statement; “acquisition properties” collectively, “Currently Yielding Properties”, “Commercial Development Properties”, “Residential Rental Properties” and “Residential Sale Properties” which have been acquired in terms of the acquisition agreements as set out in paragraph 5 of this pre-listing statement; “Alienation of Land Act” the Alienation of Land Act No 68 of 1991, as amended from time to time; “Apple Way Props” Apple Way Props Proprietary Limited (Registration number 2013/001846/07), a private company incorporated in South Africa and a wholly owned Freedom subsidiary, which owns Langebaan Beach through Ligitprops 184; “Arrow Equity” Arrow Equity Proprietary Limited (Registration number 2012/129186/07), a private company incorporated in South Africa; “associate” an associate as defined in the Listings Requirements; “Basket Trust” the Basket Trust, is a trust registered with the Master of the High Court (Master’s reference number IT613/13) beneficially owned by H J Basson, W J Basson and K. Basson; “BEE” black economic empowerment as contemplated in the BEE Act; “BEE Act” the Broad Based Black Economic Empowerment Act No. 53 of 2003, as amended from time to time; “BEE Codes” or “Codes” the Codes of Good Practice on Broad-Based Black Economic Empowerment published by the Department of Trade and Industry in terms of the BEE Act in the Government Gazette, No. 36928 on 11 October 2013 and (for long as they remain applicable) the Codes of Good Practice on Broad-Based Black Economic Empowerment published by the Department of Trade and Industry in terms of the BEE Act in the Government Gazette, No. 29617 on 9 February 2007, in each case, as amended or substituted from time to time; “Bilko Investments” Bilko Investments Proprietary Limited (Registration number 1996/015556/07), a private company incorporated in South Africa and a wholly owned Freedom subsidiary, which owns the Elm Drive project; “black persons” black persons or black entities as defined in the BEE Act (as read with the Codes and the Property Sector Code); “Bopa Lesedi Management Bopa Lesedi Management Consultants Proprietary Limited (Registration Consultants” number 2003/025067/07), a private company incorporated in South Africa;

10 “capitalised costs” all the costs relating to each of the acquisitions, including property transfer fees, commissions, referral fees and listing expenses, which have been allocated and capitalised to the relevant acquisitions; “Clear Creek Trading 145” Clear Creek Trading 145 Proprietary Limited (Registration number 2011/005743/07), a private company incorporated in South Africa and a wholly owned Freedom subsidiary, which owns Portolan Place; “Commercial Development Freedom projects which involve properties which are commercial in nature Properties” and are yet to be developed as set out in paragraph 1.3 of this pre-listing statement, being: – Propmed – Stellenbosch Industrial – Sweet Waters Industrial Park – Steelpoort Industrial Park – Tubatse Industrial Park; “common monetary area” South Africa, the Republic of Namibia and the Kingdoms of Swaziland and Lesotho; “Companies Act” the Companies Act No. 71 of 2008, as amended; “Consumer Protection Act” the Consumer Protection Act No 68 of 2008, as amended from time to time; “conveyancing attorney” or the conveyancing attorneys to Freedom, being Coertzen Williams Attorneys, “Coertzen Williams” whose sole proprietor is Andries Johannes Coertzen; “corporate advisor” or “Base Base Capital Proprietary Limited (Registration number 2002/008290/07), a Capital” private company incorporated in South Africa and the corporate advisor to Freedom; “CSDP” a central securities depository participant appointed by the directors for the purpose of, and regarding, dematerialisation in terms of the Financial Markets Act; “Currently Yielding Properties” income generating Freedom projects as set out in paragraph 1.3 of this pre- listing statement, being: – Wespark Palms – Stellenbosch Industrial – Steelpoort Industrial Park; “Dataforce Trading 220” Dataforce Trading 220 Proprietary Limited (Registration number 2002/013463/07), a private company incorporated in South Africa, beneficially owned by Mr F S du Toit; “Deeds Registries Act” The Deeds Registries Act No 47 of 1937, as amended from time to time; “dematerialisation” the process by which paper share certificates are replaced with electronic records of ownership under Strate with a duly appointed CSDP or broker, as the case may be; “dematerialised shares” shares that have been incorporated into Strate and which shares are no longer evidenced by physical document(s) of title; “directors” or “the board” the board of directors of Freedom, particulars of whom are set out in paragraph 7 of this pre-listing statement; “Elm Drive” the Freedom project which is described in further detail in Annexure 2 and is owned and will be developed by Freedom through Bilko Investments, constituting developed properties to be held as Residential Rental Properties;

11 “Emfuleni Estate” the Freedom project which is described in further detail in Annexure 2 and is owned and will be developed by Freedom through Hazel Hues Trading 8, constituting developed properties to be held as Residential Rental Properties; “Financial Markets Act” the Financial Markets Act No.19 of 2012, as amended from time to time; “Freedom” or “the Company” Freedom Property Fund Limited (Registration number 2012/129186/06), a public company incorporated in South Africa; “Freedom group” or “group” Freedom and its subsidiaries; “Freedom project/s” The property development projects of Freedom as described in paragraph 5 of this pre-listing statement which are owned through the Freedom subsidiaries, being: – Wespark Palms – La Hoff Mews – Emfuleni Estate – Propmed – Portolan Place – Langebaan Beach – Miami Village – Montana Residential – Stellenbosch Industrial – Sweet Waters Industrial Park – Steelpoort Industrial Park – Tweefontein Residential Estate – Tubatse Residential Estate – Tubatse Industrial Park – Tubatse Homes – Gevonden – Elm Drive; “Freedom property portfolio” collectively, the Freedom Projects, which are set out in Annexure 2 of this pre-listing statement, in 4 defined categories being: – Currently Yielding Properties – Commercial Development Properties – Residential Rental Properties – Residential Sale Properties; “Freedom property portfolio the total value of the Freedom property portfolio as determined by the value” independent property valuer, the salient details of which are set out in Annexure 2 of this pre-listing statement; “Freedom shares” ordinary shares with no par value in the share capital of Freedom; “Freedom subsidiary/ies” wholly owned subsidiary company/ies of Freedom, all being private companies incorporated in South Africa, which own the Freedom property portfolio, as set out in Annexure 1 of this pre-listing statement; “General Option Scheme” the Freedom Property Fund General Option Scheme, which has been adopted by the Freedom shareholders, as described in Annexure 17 of this pre-listing statement; “Gevonden” the Freedom project which is described in further detail in Annexure 2 and is owned and will be developed by Freedom through Zolo Props, a wholly owned Freedom subsidiary, the developed properties which are to be held as Residential Rental Properties;

12 “Government Gazette” the official periodic publication of the government’s journal of record; “Griesel and Associates” Griesel and Associates, the attorneys who have been appointed to attend to the conveyancing work on certain Freedom projects as set out in paragraph 5; “guarantee shares” Freedom shares issued to certain vendors, subject to special provisions providing these vendors a level of protection against adverse movements in the Freedom share price, in terms of the acquisition agreements relating to the following Freedom projects, as set out in paragraph 5: – Steelpoort Industrial Park (see paragraph 5.2.4) – Tweefontein Residential Estate (see paragraph 5.2.4) – Elm Drive (see paragraph 5.16.4); “GLA” gross lettable area, being the total area that can be rented to a tenant; “government” the government of South Africa; “Happy Boom Drive Properties” Happy Boom Drive Properties Proprietary Limited (Registration number 2012/015892/07), a private company incorporated in South Africa and a wholly owned Freedom subsidiary, which owns Montana Residential via Las Manos Investments 152; “Hazel Hues Trading 8” Hazel Hues Trading 8 Proprietary Limited (Registration number 2011/006666/07), a private company incorporated in South Africa and a wholly owned Freedom subsidiary, which owns Emfuleni Estate; “IAS” International Accounting Standards; “IFRS” International Financial Reporting Standards; “Income Tax Act” the Income Tax Act No. 58 of 1962, as amended; “independent property valuer” Johannes Simon Bosman M.I.V. (SA) (professional valuer 2450, National or “JS Bosman” Diploma Property Valuation) (Identity number 5109235088089), Appraiser for the North High Court Pretoria and the independent property valuer to Freedom; “independent reporting RSM Betty & Dickson (Johannesburg) (Practice number 900435) and the accountants and auditors” independent reporting accountants and auditors to Freedom; or “RSM” “JSE” JSE Limited (Registration number 2005/022939/06), a public company with limited liability incorporated in South Africa, licensed as an exchange under the Financial Markets Act; “Kadoma Investments” Kadoma Investments Proprietary Limited (Registration number 2008/000750/07) (which owns Steelpoort Industrial Park and Tweefontein Residential), a private company incorporated in South Africa and a wholly owned subsidiary of Off Peak Properties; “King III” the King Code of Governance Principles for South Africa, 2009 and the King Report on Governance for South Africa, 2009, as amended from time to time; “Las Manos Investments 152” Las Manos Investments 152 Proprietary Limited (Registration number 2010/007881/07) (which owns Montana Residential), a private company incorporated in South Africa and a wholly owned subsidiary of Happy Boom Drive Properties; “La Hoff Mews” the Freedom project which is described in further detail in Annexure 2 and is owned and will be developed by Freedom through Panzaweb, a wholly owned subsidiary, constituting developed properties to be held as Residential Rental Properties;

13 “Langebaan Beach” the Freedom project described in further detail in Annexure 2 which is owned and will be developed by Freedom through Ligitprops 184, a wholly owned subsidiary of Apple Way Props (a wholly owned Freedom subsidiary). Langebaan Beach is being developed by Freedom with a portion to be developed as Residential Sale Properties; “last practicable date” the last practicable date prior to the finalisation of this pre-listing statement, being Monday, 24 February 2014; “Lazy Haze Stone Props” Lazy Haze Stone Props Proprietary Limited (Registration number 2012/125057/07), a private company incorporated in South Africa and a wholly owned Freedom subsidiary, which owns Sweet Waters Industrial Park; “legal advisor” or “Bowman Bowman Gilfillan Incorporated (Registration number 1998/021409/21), a Gilfillan” limited liability professional services company incorporated in South Africa and the legal advisor to Freedom; “Lemon Trust” the Lemon Trust, is a trust registered with the Master of the High Court (Master’s reference number IT622/13) beneficially owned by L Gravett, S H Gravett, L Claassens, E Bronkhorst, H Hollander, J G Erasmus and L. Pelser; “Ligitprops 184” Ligitprops 184 Proprietary Limited (Registration number 1998/002728/07), (the owner of Langebaan Beach), a private company incorporated in South Africa and a wholly owned subsidiary of Apple Way Props; “listing” the proposed listing of Freedom in the “Real Estate – Real Estate Holding and Development” sector of the JSE under the abbreviated name “Freedom”, Share code: FDP, ISIN: ZAE000185260, with effect from the commencement of trade on the JSE on the listing date; “listing date” the anticipated date of listing being Thursday, 12 June 2014; “Listings Requirements” the Listings Requirements of the JSE, as amended from time to time; “Lone Hill Props” Lone Hill Props Proprietary Limited (Registration number 2012/135919/07), a private company incorporated in South Africa, beneficially owned by Johannes Gerhardus Erasmus one of the promoters of Freedom. Refer to Annexure 16; “m2” square metres; “memorandum of the memorandum of incorporation of the Company, extracts of which are set incorporation” out in Annexure 13 of this pre-listing statement; “Miami Village” the Freedom project which is described in further detail in Annexure 2 and which is owned and which will be developed by Freedom through Tower Sky Properties, a wholly owned Freedom subsidiary. The developed properties are to be held as Residential Rental Properties; “Mighty House Props” Mighty House Props Proprietary Limited (Registration number 2012/098392/07), a private company incorporated in South Africa, beneficially owned by Johannes Gerhardus Erasmus, one of the promoters of Freedom. Refer to Annexure 16; “Montana Residential” the Freedom project which is described in further detail in Annexure 2 and which is owned and which will be developed by Freedom through Happy Boom Drive Properties, a wholly owned Freedom subsidiary. The developed properties are to be held as Residential Rental Properties; “National Real Estate” National Real Estate Proprietary Limited (Registration number 1967/002386/07), appointed by Freedom to manage to the rental collection function on residential rental portfolio;

14 “NAV” net asset value; “NEMA” the National Environmental Management Act No. 107 of 1998, as amended from time to time; “Off Peak Props” Off Peak Props Proprietary Limited (Registration number 2012/169634/07), a private company incorporated in South Africa and a wholly owned Freedom subsidiary, which owns Steelpoort Industrial and Tweefontein Residential Estate through Kadoma Investments; “Panzaweb” Panzaweb Proprietary Limited (Registration number 2011/006499/07), a private company incorporated in South Africa and a wholly owned Freedom subsidiary, which owns La Hoff Mews; “Passion Way Props” Passion Way Props Proprietary Limited (Registration number 2012/222189/07), a private company incorporated in South Africa and a wholly owned Freedom subsidiary, which owns Stellenbosch Industrial; “PDF Trust” the trustees for the time being of the PDF Trust (Registration number IT745/12) at business address 17 Wesley Heights, Port Alfred, 6170, which trust was established to hold the collective interest of the promoters in Freedom as set out in Annexure 16 of this pre-listing statement; “Portolan Place” the Freedom project which is described in further detail in Annexure 2 and which is owned and which will be developed by Freedom through Clear Creek Trading 145, a wholly owned Freedom subsidiary. The developed properties are to be held as Residential Rental Properties; “pre-listing statement” this pre-listing statement, and its annexures dated, Thursday, 5 June 2014; “press” the daily newspapers in which the Company will publish announcements; “prime rate” the publicly quoted basic rate of interest from time to time published by Nedbank Limited as being the prime overdraft rate; “promoters” the founders of Freedom and their associates as set out in the promoter’s interest schedule in Annexure 16 of this pre-listing statement, who have been instrumental in promoting the establishment of the Company; “Property Sector Charter” means the property sector charter published as a sector code on Black Economic Empowerment in terms of section 9(1) of the BEE Act; “properties” each of the immovable properties in the Freedom property portfolio; “Propmed” the Freedom project which is described in further detail in Annexure 2 and which is owned by Freedom through Proziguard, a wholly owned Freedom subsidiary. The developed property will be held as one of the Commercial Development Properties; “Proziguard” Proziguard Proprietary Limited (Registration number 2011/006792/07), a private company incorporated in South Africa and a wholly owned Freedom subsidiary, which owns Propmed; “Rand” or “R” the South African Rand, the lawful currency of South Africa; “REIT” Real Estate Investment Trust;

15 “referral agreement/s” the referral agreements concluded with certain parties, as set out in paragraph 5 of this pre-listing statement, for referring and/or facilitating the acquisitions of the following Freedom projects: – Langebaan Beach – Miami Village – Montana Residential – Stellenbosch Industrial – Steelpoort Industrial – Tweefontein Residential – Tubatse Estate – Gevonden Estate; “Residential Rental Properties” Freedom projects which involve the development of residential properties and which will be held as rental properties yielding income for Freedom, as set out in paragraph 1.3 of this pre-listing statement, being: – Wespark Palms – La Hoff Mews – Emfuleni Estate – Portolan Place – Miami Village – Montana Residential – Tweefontein Residential – Tubatse Residential Estate – Tubatse Homes – Gevonden – Elm Drive; “Residential Sale Properties” Freedom projects which involve the development of residential properties, the majority of which are to be held for rental purposes, but a portion of which will be sold by Freedom in the normal course of business, as set out in paragraph 1.3, being: – Langebaan Beach – Miami Village; “Restitution Act” the Restitution of Land Rights Act No. 22 of 1994, as amended from time to time; “Richprop Cape” Richprop Cape Proprietary Limited (Registration number 1998/008501/07), a private company incorporated in South Africa, beneficially owned by Mr D J Kruis; “SADC Infrastructure SADC Infrastructure Consulting Proprietary Limited (Registration number Consulting” 2004/012543/07), a private company incorporated in South Africa; “SARS” the South African Revenue Service; “Seabreeze Tower Properties” Seabreeze Tower Properties Proprietary Limited (Registration number 2012/125067/07), a private company incorporated in South Africa, beneficially owned by Mr Handre J Basson; “SENS” the Stock Exchange News Service of the JSE; “shares” the Freedom shares to be traded on the JSE; “shareholders” registered holders of Freedom shares as reflected on the Freedom share register and the sub-register maintained by a CSDP or broker;

16 “share trading restrictions” the restrictions placed on vendors in trading their Freedom shares, provided for in the acquisition agreements, as set out in Annexure 18 of this pre-listing statement; “South Africa” the Republic of South Africa; “Somnitrax” Somnitrax Proprietary Limited (Registration number 2010/005669/07), a wholly owned Freedom subsidiary, which owns Tubatse Industrial Park and Tubatse Residential Estate through Tubatse Estate; “special conditions” special conditions contained in certain acquisition agreements, as set out in paragraph 5; “sponsor” or “PSG” PSG Capital Proprietary Limited (Registration number 2006/015817/07), a private company incorporated in South Africa and the independent sponsor to Freedom; “SPV” special purpose vehicle; “Steelpoort Industrial Park” the Freedom project which is described in further detail in Annexure 2 and which is owned and which will be developed further by Freedom through Kadoma Investments, a wholly owned subsidiary of Off Peak Props (a wholly owned Freedom subsidiary). A portion of Steelpoort Industrial Park is one of the Currently Yielding Properties and a portion will be developed and held as one of the Commercial Development Properties; “Stellenbosch Industrial” the Freedom project which is described in further detail in Annexure 2 which is owned and which will be developed further by Freedom through Passion Way Props, a wholly owned Freedom subsidiary. A portion of Steelpoort Industrial Park is one of the Currently Yielding Properties and a portion will be developed and held as one of the Commercial Development Properties; “Strate” Strate Limited (Registration number 1998/022242/06), a public company incorporated in South Africa and the electronic clearing and settlement system used by the JSE to settle trades; “Sweet Waters Industrial Park” the Freedom project which is described in further detail in Annexure 2 which is owned and which will be developed by Freedom through Lazy Haze Stone Props, a wholly owned Freedom subsidiary, and held as one of the Commercial Development Properties; “Tower Sky Properties” Tower Sky Properties Proprietary Limited (Registration number 2012/098354/07), a private company incorporated in South Africa and a wholly owned Freedom subsidiary, which owns Miami Village; “transfer secretaries ” or Computershare Investor Services Proprietary Limited (Registration number “Computershare” 2004/003647/07), a private company incorporated in South Africa and the transfer secretaries to Freedom; “Tubatse Estate” Tubatse Estate Proprietary Limited (Registration number 2005/013333/07), a private company incorporated in South Africa and a subsidiary which is partially owned by Freedom and partially owned by Somnitrax, a wholly owned subsidiary of Freedom. Tubatse Estate owns Tubatse Industrial Park and Tubatse Residential Estate; “Tubatse Homes” the Freedom project which is described in further detail in Annexure 2 which is owned and which will be developed by Freedom through Zambesa Investments, a wholly owned Freedom subsidiary. The developed properties are to be held as Residential Rental Properties; “Tubatse Industrial Park” the Freedom project which is described in further detail in Annexure 2 which is owned and which will be developed by Freedom through Somnitrax, a wholly owned Freedom subsidiary;

17 “Tubatse Residential Estate” the Freedom project described in further detail in Annexure 2 which is owned and which will be developed by Freedom through Somnitrax, a wholly owned Freedom subsidiary; “Tweefontein Residential” the Freedom project which is described in further detail in Annexure 2 which is owned and which will be developed by Freedom through Kadoma Investments, a wholly owned subsidiary of Off Peak Props (a wholly owned subsidiary of Freedom). The developed properties are to be held as Residential Rental Properties; “Van Rensburgs Attorneys” Van Rensburgs Attorney, who have been appointed to attend to conveyancing work on certain Freedom projects set out in paragraph 5; “VAT” value added tax as defined in the Value Added Tax Act No. 89 of 1991, as amended; “VWAP” the volume-weighted average trading price of Freedom shares; “vendors” the various sellers of the acquisition properties properties or shares in the companies holding the acquisition properties, details of which are set out in Annexure 11 of this pre-listing statement; “Wespark Palms” the Freedom project described in further detail in Annexure 2 which is owned and which will be developed by Freedom through Ivory Sun Trading 115, a wholly owned Freedom subsidiary; “Willem Jansen van Rensburg” Willem Jansen van Rensburg (Identity number 6509035013085) appointed to attend to the property management of Steelpoort Industrial Park for Off Peak Props. The salient features of this agreement are set out in Annexure 21 of the pre-listing statement; “Zambesa Investments” Zambesa Investments Proprietary Limited (Registration number 1993/001566/07), a wholly owned Freedom subsidiary, which owns Tubatse Homes; and “Zolo Props” Zolo Props Proprietary Limited (Registration number 2012/135910/07), a private company incorporated in South Africa and a wholly owned Freedom subsidiary, which owns Gevonden.

18 Freedom Property Fund Limited (Incorporated in the Republic of South Africa) (Registration No. 2012/129186/06) Share code: FDP ISIN: ZAE000185260 (“Freedom” or “the Company” or “the Freedom group”)

Directors Patrick Ernest Burton (Non-Executive Chairman) ‡ Nagendra Tyrone Govender (Chief Executive Officer) Richard Denis Eaton (Chief Financial Officer) Sean Barry Rule # William Henry Rule # Boetie Moses Molefi ‡ Wayne Brian Stocks ‡ ‡ Independent, non-executive # Non-Executive

PART A – INFORMATION ABOUT THE COMPANY

1. OVERVIEW OF FREEDOM PROPERTY FUND

1.1 Incorporation and history Freedom was established by the promoters in 2012 as a public company with the specific objective of listing on the JSE, with a diverse portfolio of properties across the commercial, industrial and residential sectors of the property industry. To ensure that the objectives of Freedom would be successfully achieved, the promoters focused on a clearly defined strategy which involved: • Identifying viable properties and projects with good prospects in areas with proven demand, i.e. projects that require a platform to secure the capital necessary to optimise development potential and unlock value. • Providing a platform for Freedom to implement its strategy with the capacity and flexibility to focus on raising new commercial debt funding for the development of the Freedom projects in a clearly defined and phased approach – this required that Freedom would be largely ungeared on listing. • Ensuring that the Freedom property portfolio on listing is meaningful in size to provide a base to raise new debt capital for developing and implementing the Freedom projects. In this regard the objective was to secure a property portfolio of at least R1 billion, based on valuations formulated by the independent property valuer. • Concluding and negotiating transactions for the acquisitions that would result in the share price on listing being at a substantial discount to Freedom’s NAV per share on listing. In 2012, Freedom began implementing its strategy of creating a platform for property owners to unlock the value in their development projects, by providing a vehicle to secure the necessary development funding, which has become increasingly challenging to secure in the current economic environment.

19 1.2 Nature of the business The management team of Freedom has formulated a clearly defined strategy to unlock value for its shareholders in the Freedom projects, the salient details of which are set out in paragraph 5 of this pre-listing statement. Note that certain individual acquisitions comprise of more than one Freedom project which have been allocated into different categories below, i.e. relative to the nature of the project and capitalised costs which have been appropriately allocated by management for planning purposes. The structure of the acquisitions and which projects they relate to are set out in detail in paragraph 5. The Freedom property portfolio has four defined categories. These categories are: • Currently Yielding Properties. These comprise of three yielding Freedom projects, with total acquisition and capitalised costs relating to the acquisitions of R150 482 394. Freedom has a strong project management team that will optimise the profitability of these yielding properties and will provide a foundation for the commercial properties yet to be developed. The yielding properties, being Wespark Palms, Stellenbosch Industrial and Steelpoort Industrial, are expected to generate gross annual income of close to R20 million for the 12 months ending 28 February 2015 and approximately R28 million for the year ending 28 February 2019. • Commercial Development Properties. These comprise of five Freedom projects, with total acquisition and capitalised costs relating to the acquisitions of R86 453 889. The strategy is to develop these properties into income generating assets and grow the portfolio of yielding properties in the Freedom property portfolio significantly. It is anticipated that these properties will begin generating revenues for Freedom during the 2016 financial year and make a collective annual contribution to Freedom’s gross income of over R73 million for the year ending 28 February 2019. • Residential Rental Properties. These comprise of eleven of the Freedom projects, with total acquisition and capitalised costs relating to the acquisitions of R558 643 195. The properties will be developed by Freedom and managed as residential rental stock. This portfolio provides investors and shareholders of Freedom a unique opportunity to participate in income generated from the residential market. It is anticipated that this portfolio will contribute gross annual income of over R54 million for the year ending 28 February 2019. • Residential Sale Properties. These comprise of two Freedom projects, a portion of which is to be sold, with total acquisition and capitalised costs relating to the acquisitions of R97 474 437. Gross annual income from the sale of these properties is expected to be over a R170 million over a 5-year period ending 28 February 2019, which will assist with the funding requirements of the other Freedom projects The above gross income forecasts are based on managements’ detailed financial projections and business plans.

20 1.3 Property portfolio structure The Freedom property portfolio is set out in the organogram below, reflecting the Freedom subsidiaries and the related Freedom projects:

21 1.4 Prospects and investment strategy In terms of the listing, Freedom will list on the Main Board of the JSE in the “Real Estate – Real Estate Holding and Development” sector of the JSE with a: • market capitalisation of approximately R1 027 029 031, representing 1 027 029 031 Freedom shares issued at R1.00 each. The issued Freedom shares comprise of shares issued to vendors for the acquisitions, shares issued to promoters for their contribution to the formation of Freedom as well as shares issued in settlement of certain acquisition and listing expenses; and • Freedom property portfolio value of R1 561 500 000 determined by the independent property valuer. On the listing date, Freedom will have gearing of less than 3%, with Freedom’s NAV per share being approximately 35% greater than the issue price of a Freedom share on listing. Management believe this will provide a significant base for the Company to raise new funding for the Freedom projects in a phased approach in line with a clearly-defined strategy as reflected in the forecasts set out in Annexure 4. The nominal gearing of Freedom on listing date will comprise the utilisation of banking facilities drawn down to affect a single property acquisition, the various property transfers and to pay for listing expenses. The prospects of each of the Freedom projects are detailed in paragraph 5 of this pre-listing statement. In unlocking sustainable value and growth prospects for shareholders Freedom’s strategic objectives can be summarised as follows: • To capitalise on the largely ungeared value in the Freedom property portfolio by securing reasonably priced debt funding which will be utilised to develop a substantial portfolio of income generating assets. • To provide shareholders with an opportunity to participate in significant capital growth opportunities as opposed to investing in the REIT, property loan stock and property unit trust markets, which tend to focus on investment assets which provide a regular income distribution to shareholders and investors. The newly adopted REIT regularlatory regime is intended for property entities focused on income distribution rather than capital growth. • Harnessing the extensive experience of Freedom’s management team, as well as having access to the skills, expertise and market knowledge of selected vendors who have obtained a shareholding in Freedom pursuant to the acquisition agreements and who accordingly have a vested interest in developing the Freedom projects. • To provide shareholders the prospect of participating in a diverse portfolio of assets, with a strong weighting in residential properties, which a forecast by management to generate significant rental incomes as access for investors to the residential property industry in South Africa is limited. • To participate in the prospect of the market recognising the discount that the listing share price represents to the Freedom NAV per share on listing. Freedom will not list as a REIT, given that it is a capital growth fund and that its income will be reinvested and not paid out to shareholders as is required in terms of REIT regulations. REIT’s, which most listed property funds have or are in the process of converting to, are required, in terms of relevant laws to pay out at least 75% of their distributable earnings to shareholders.

1.5 BEE overview The South African property sector has committed itself to the implementation of a transformation charter in order to strive for transformed property relations in South Africa and to promote a vibrant and growing property sector that reflects the South African nation as a whole and contributes towards development and the establishment of an equitable society. The property charter constitutes a framework and establishes the principles upon which BEE will be implemented to transform the property sector as contemplated in the BEE Codes, which lay the basis for the development of a code of good practice for the property sector. The Property Sector Code was gazetted and has been effective from 1 June 2012.

22 It also further establishes targets and qualitative undertakings in respect of each element of BEE and outlines processes for implementing the commitments contained in the charter, as well as mechanisms to monitor and report on progress. The framework and measurements that apply to the Property Sector Code are as follows: • Ownership • Control • Employment Equity • Skills Development • Preferential Procurement • Enterprise Development • Corporate Social Investment With respect to the ownership element of the Property Sector Code, the ownership target that has been set out in the Codes and the Property Sector Code is 25% black ownership (plus 1 share) within a period of five years. Not only seeking to make its own impact on the transformation of the property sector through the achievement of the aforementioned ownership targets, Freedom also recognises the potential commercial advantages that being suitably empowered offers. Many of Freedom’s potential future tenants will be subject to various transformation charters in their own respective industries, which will result in them seeking to maximise their BEE procurement points in terms of those transformation charters. These potential future tenants will therefore be able to achieve these procurement points through their rental being procured through an empowered service provider in Freedom. In line with the above, the board of Freedom fully embraces the principles of the Codes and will be considering the implementation of an appropriate BEE ownership structure in the short to medium term. On listing approximately 70% of the board comprises of black individuals, as defined by the Codes.

2. MANAGEMENT FUNCTION

2.1 Management overview Freedom’s management team comprise of individuals with extensive experience in the property industry and a strong representation of black persons. Freedom’s management team scores strongly for the requirements under the Property Sector Code for the representation of black persons at board level. The management structure also receives significant ongoing input from the vendors of the Freedom projects, who will collectively continue to hold a significant shareholding in Freedom in terms of the acquisition agreements. The vendors have market knowledge, skills and expertise, and a vested interest in the development of the Freedom property portfolio. The asset and property management function of the Freedom property portfolio will be internalised within the Company and will be phased in over the short to medium term. As a temporary measure the current property manager for Steelpoort Industrial Park, Willem Jansen van Rensburg, who has been managing the portfolio since 2010, will be retained to ensure continuity and a seamless transition post listing (brief overview of experience set out in Part A, paragraph 2.3).

23 The executive management team structure of Freedom is (profiles follow in paragraph 2.2):

Chief Executive Officer (N.T. Govender)

Chief Financial Property Development Business Development Property & Asset Management Officer Manager Management (Freedom Management Team, (R D Eaton) (J G Erasmus) (G Stavridis) led by N T Govender) • Financial management • Overseeing project • Driving the development • The Freedom management and reporting. management of Freedom and implementation of team will collectively projects. business opportunities oversee the existing • Management information secured by Freedom. properties and assets systems (implementation • Managing the relationship under management, and integration). and monitoring the • Harnessing the collective leveraging the existing performance of the networks presented capacity and resources • Overseeing governance development partners, by the vendors in the and growing this as the and statutory compliance set out in Annexure 19. respective geographic Freedom property portfolio function run by the • Growing the development areas where Freedom is developed. company secretaries projects are located to (Statucor). capacity of Freedom • The property management and appointing new ensure development function will involve the • Overseeing the rental professional teams as opportunities are physical management of management function the Freedom projects optimised. properties and include the outsourced to National commence in terms of negotiation and conclusion Real Estate and the Company’s defined of lease agreements, implementing financial growth strategy. collection of rental, management capacity payments of expenses, and controls as the rental general maintenance of assets of Freedom grows. properties, as well as • Overseeing Freedom the administrative and Group’s accounting and accounting functions bookkeeping functions. related to the properties. • The asset management function will involve the analysis of the information, largely from the property management function, and the general life cycle planning related to the assets. It will also incorporate the recommendations on acquisitions and disposals and regular reporting to the board on all property related matters. • Willem Jansen Van Rensburg has been appointed to continue managing Steelpoort Industrial Park, which he has successfully done since 2010 (comprising in excess of 30 tenants).

24 2.2 Executive management team The executive management team includes: Nagendra Tyrone Govender (Tyrone) Chief Executive Officer The services of Tyrone Govender have been secured to fulfil the Chief Executive Officer role for the Company. Tyrone has over 18 years of commercial property experience in both property and asset management. The property management function involved the physical management of properties and included the negotiation and conclusion of lease agreements, collection of rental, payments of expenses, general maintenance of properties, as well as the administrative and accounting functions related to the properties. The asset management function involved the analysis of the information, largely from the property management function and the general life cycle planning related to the assets. It also incorporated the recommendations on acquisitions and disposals and regular reporting to the board on all property related matters. While the majority of Tyrone’s experience is categorised as relating to commercial property, similar principles apply to residential property for lease in that the physical structure of properties need to be maintained, leases need to be negotiated, rentals need to be collected, etc. The only variation could be the volume of tenants and staff required to manage them. Tyrone therefore has the requisite experience to manage the various property categories contained within the Freedom portfolio. He is a previous Executive Director of Growthpoint, the JSE’s largest1 listed property fund, where he was responsible for a portfolio of over R8 billion and some of South Africa’s largest property corporate transactions. • Having trained as an accountant, Tyrone ventured into commercial property in 1993, when he joined JHI Real Estate for 9 years, essentially holding four key management roles. • Tyrone then joined the asset management division, at JHI in 1996 as a fund accountant for two listed property unit trusts (Capital and Centrecity) and was then appointed Senior Asset Manager, with the joint responsibility for the two funds having a market capitalisation of R800 million. This involved the analysis of the information generated by property managers and assuming the role of landlord for each of the properties. The management of the national property team of ninety members was also a key component of the function. The management function involved intimate knowledge of the leasing, technical and administrative role of the property managers. • Thereafter Tyrone was asked to head up the property management function of a portfolio of properties at JHI on behalf of a major institution, being The Transnet Pension Fund. The national team which he headed comprised 260 managed property assets with a value of over R50 billion. • In 2002, Tyrone was approached by Investec Bank and later appointed as Executive of the Property Division of the banking group. • In 2004 Tyrone was appointed Fund Manager and Executive Director of Metboard, the industrial property loan stock company, where he was instrumental in growing Metboard to R2.5 billion before initiating the sale of Metboard’s assets to Growthpoint Properties. Tyrone was appointment as Fund Manager of Growthpoint’s Industrial Portfolio. • In 2007, Tyrone was part of the team that concluded the external management company buyout from Investec for R1.65 billion. • Tyrone was then appointed as Executive Director at Growthpoint responsible for an R8 billion Industrial Portfolio. • Tyrone left Growthpoint in 2009 to pursue his own property interests and investments. • Development activities in the listed property sector that Tyrone has been involved in include: Growthpoint Industrial Estate – Meadowdale (2006 to 2010) –– Instrumental in initiating this greenfield industrial park development. The land was purchased and serviced with available development bulk of 160 000m2. –– Developed a 10 000m2 warehouse and distribution centre for Justine Avon Cosmetics. The development was implemented and managed from initial stages of the brief to the delivery of the facility.

1 Source: Infinancials

25 –– Developed a 15 000m2 warehouse and distribution centre for Barloworld Logistics. The development was implemented and managed from initial stages of the brief to the delivery of the facility. –– Developed 35 000m2 of mini, midi and maxi industrial units. A detailed assessment of the demand for this project was undertaken to deliver an optimal amount of the different types of industrial units. Hilltop Industrial Park – Elandsfontein (2008) –– Developed a new 5 000m2 facility for Scania Trucks and buses, an international manufacturer of trucks and buses, an existing tenant within the portfolio. The development was implemented and managed from the initial stages of the brief to delivery of the facility. Rushair – Aeroton (2007) –– Refurbished and partly developed the 12 000m2 facility for Scania Trucks and Buses as an existing tenant and driven by their demand for expansion. This was typically a “brownfield” opportunity, whereby the existing site was utilised and the facility was upgraded and expanded. Clayville Mini Units – Clayville – (2009) –– Developed new 8 200m2 mini units. After a detailed assessment of the industrial market dynamics the construction of these mini units was implemented. The development was conceptualised and constructed in partnership with a third party developer. Knightsgate – Germiston (2008 to 2009) –– Developed 7 000m2 of mini units. The additional units were developed to complement and expand the existing industrial park and accommodate demand in the area. Scientia – Pretoria East (2008 to 2009) –– Developed an additional 7 000m2 of mini units in an existing industrial park. The additional units were developed to complement and expand the existing industrial park and accommodate demand in the area. The Grove Business Estate – Somerset West (2008 to 2009) –– Oversaw and negotiated the development of the 17 000m2 industrial park in Somerset West. The property was developed in conjunction with a third party developer and the entire process was overseen by Tyrone from implementation. The development was an extension of the existing High-Tech Industrial Park. Ebony – Meadowdale Germiston (2006 to 2007) –– Developed an 11 900m2 warehouse and distribution centre for a client involved in the food industry. The development was tailored around very specific requirements for production, storage and distribution of food products for a retail chain. The development boasted some of the latest technology for the industry at the time. The development was done from the initial stages of the brief with the client to the delivery of the facility to them. Premier Equipment – Boksburg (2008) –– Undertook the redevelopment of the site for Hitachi. This involved the refurbishment and partial redevelopment of the 12 500m2 heavy manufacturing facility. There were specific requirements to cater for the heavy manufacturing process, which involved the co-ordination of a number of professional engineering disciplines. The facility underwent a major refurbishment as a result of the original facility being outdated. The development was implemented from the initial stages of the brief with the client to the completion of the facility. Rosebank Mall (1996 to 1998) –– Undertook the partial redevelopment to accommodate a 4 000m2 Edgars Store, as well as an upgrade to the entire mall. The mall is in a popular retail node of Johannesburg and required an upgrade. A detailed market survey was done and scope of works. The project required the movement or relocation of various retail tenants to facilitate the successful result.

26 Price Waterhouse – Pretoria (1996 to 1998) –– Developed the Price Waterhouse office facility in Pretoria. The land parcel was identified, purchased, rezoned and serviced. The office development was implemented from the initial stages of the brief with the client to the delivery of the facility. Richard Denis Eaton (Richard) Chief Financial Officer Richard qualified as a Chartered Accountant in 1976 and was a Partner in RSM Betty & Dickson (Johannesburg) from 1977 to his retirement from practice in 2006. • Richard was instrumental in the formation of the financial services arm of RSM Betty & Dickson (Johannesburg) which operated successfully in multiple jurisdictions and had operational responsibility for numerous operations. • Richard was a founder of a number of successful business ventures operating in South Africa and on an international level and is regarded as an innovative and focused executive. • Richard has served as the financial executive on the boards of a number of local and international operating companies in and across various industries and has previously served as the financial director of an unlisted portfolio of property companies. • Richard has vast experience in financial and management consulting to various local and international corporations and has recently had a prominent role in the motor industry. • Richard has advised a large number of wealthy individuals and family offices over the years and maintains these relationships. • Richard was Financial Director of JSE-listed Gazankulu Gold Holdings Limited from listing in 1986 until 1994. Johannes Gerhardus Erasmus (Gerhard) Property Development Manager Gerhard Erasmus is a qualified professional with many years of experience in various transactions, business structures and property developments. Gerhard’s responsibility at Freedom is to drive and optimise the development of Freedom’s projects. In summary: • After starting his career as a professional rugby player, Gerhard qualified as a financial service provider and gained experience in the financial services environment at Absa Bank. • In 1996, Gerhard completed a Higher Diploma in Tax. • In 1999, he was appointed as a regional manager in Absa Bank and was jointly responsible for sales in the Free State region. • Gerhard took up a position as a tax practitioner at a well-known audit firm in Bloemfontein and went on to be appointed as a partner in the firm. • Gerhard started his own business specialising in structured finance, focusing primarily on the property sector. • Since 2003, he has become more involved in real estate development and has since built up a large portfolio of properties which have been sold to Freedom. • Gerhard’s property development experience includes: Bolognia (2003): –– Randpark Ridge, 32 residential units (2 and 3 bedroom units), average selling price R800 000 to R1 million, sold out in 3 months off-plan, development management (managed process from beginning to completion), agricultural land to completed units. Willow Mist (2005): –– Honeydew, 30 residential units (2 and 3 bedroom units), average selling price R900 000 to R1.1 million, sold out in 3 months off-plan, development management (managed process from beginning to completion), agricultural land to completed units. Silver Oaks (2006): –– , 30 residential units (2 and 3 bedroom units), average selling price R900 000 to R1.1 million, sold out in 3 months off-plan, development management (managed process from beginning to completion), agricultural land to completed units.

27 Emfuleni Estate (2007 to present): –– Klerksdorp, 499 stands, development management and investor. Portolan Place (2008 to present): –– Gonubie, 530 residential opportunities, development management and investor. Propmed (2009 to present): –– Kimberly, 20 residential units, selling price R595 000, sold out in 6 months, ground floor 1 324m2 is to be configured for commercial use, as set out in paragraph 5.4. Graham Stavridis (Graham) Business Development Manager Graham Stavridis is a Chartered Accountant with vast experience in business development having executed many transactions in numerous industries over a number of years. Graham’s primary responsibility at Freedom is to drive business development through the execution of further value accretive acquisitions. Graham will also have responsibility to execute the necessary sales in terms of the existing business strategy and plan. In summary: • Graham qualified as a Chartered Accountant in 1990 and worked in the field of transaction structuring. • He emigrated shortly thereafter and founded a business in the US that worked in the field of transaction structuring and (with associates and teams) executed transactions on behalf of clients in the USA and UK for the first 10 years of his career. • Graham thereafter (2001) joined a large FTSE-listed financial services company where he filled a number of roles over 8 years including finally a role of Chief Risk Officer. • Graham thereafter (2008) founded a private equity company to focus on transaction execution and successfully concluded a number of transactions. • Graham was instrumental in the establishment of Freedom and, with his team, negotiated and concluded all acquisition agreements which comprise the Freedom property portfolio. Details of potential development partners for Freedom are set out in Annexure 19 of this pre-listing statement.

2.3 Property and asset management functions Freedom’s experienced executive management will be responsible for the strategic management of the Freedom property portfolios and for making recommendations regarding acquisitions, disposals and redevelopments. The Freedom property portfolio has been assessed to ensure that each Freedom project achieves maximum potential in the short, medium and long term. Risk analyses will be conducted regularly to expose potential and current risks within the portfolios. The asset management team oversees the preparation of income projections, which are reviewed and analysed and, where appropriate, properties are identified for disposal or redevelopment. The management of all properties owned by Freedom (their selection, maintenance, inspection and renewal) plays a key role in determining the operational performance and profitability of industries that operate assets as part of their core business. Asset management is the art and science of making the right decisions and optimising these processes. A common objective is to minimise the whole life cost of assets but there may be other critical factors such as risk or business continuity to be considered objectively in this decision making. This professional discipline deals with the optimal management of physical asset systems and their life cycles. It represents a cross- disciplinary collaboration to achieve best net, sustained value-for-money in the selection, design/ acquisition, operations, maintenance and renewal/disposal of physical property assets. Freedom will be overseeing the property management of the commercial properties which are currently yielding rental income. This is co-ordinated with the vendors who currently have management controls and processes in place. As the portfolio of commercial properties that yield rental income grows significantly, Freedom will appoint a dedicated management team to oversee that portfolio internally and optimise returns for shareholders. In line with current norms Freedom will be establishing a fully functioning internal team to ensure that the objectives are achieved. Due

28 to the nature of the Company, and to ensure continuity at the time of listing, the full management function will be phased in over a period of time. The current executives will oversee and co- ordinate this function in accordance with a programme, with a view to eventually phasing in the full management team. The executive team is confident that the necessary processes are in place to ensure the seamless transition of this implementation. Furthermore we are confident that there will be no compromise to any of the property assets during this period. The individual properties will be physically inspected on a regular basis to ensure that the properties are being maintained to an acceptable level. Maintenance plans are prepared and implemented in conjunction with the property managers. Careful consideration is given to identifying properties that can benefit from upgrades, renovations and extensions, and feasibility studies are conducted to appraise the opportunities.

2.4 Rental management function A key component of Freedom’s growth strategy is building a portfolio of rental assets and enhancing the existing income streams of the Currently Yielding Properties over the medium to long term. It is also important to note that the principals involved in commercial property asset management apply equally to residential property asset management. Arguably the only material difference could be the number of tenants per property although this factor is mitigated by commercial assets that also have an equally large amount of tenants. Freedom has a clearly defined strategy to develop both the Commercial Development Properties and Residential Rental Properties. Aligned to this and the overall business strategy of Freedom, is the implementation of a platform that can be scaled up as new income generating assets are added to the Currently Yielding Properties’ portfolio. This strategy is not dissimilar to all organisations who manage their commercial or residential property assets. Tyrone Govender, the Chief Executive Officer of Freedom, has extensive experience in the property industry with various entities whose business models have relied heavily on the successful management of tenants and leases whether these tenants have been commercial or residential. This has included experience in development of rental management systems and the managing of the tenant relationships. An important component of his experience at these various entities, is the management of the large teams of people that are responsible for all aspects of management of the various property assets (commercial and residential). National Real Estate has been appointed to manage the rental management function required for Freedom’s residential property portfolio and this relationship will be overseen by the chief executive officer of National Real Estate. The salient details of the agreement with National Real Estate are set out in Annexure 21 of this pre-listing statement. A brief profile of National Real Estate: • The company was established in 1933 and the chief executive officer, Mr Marius du Toit, has been with National Real Estate since 1990 and has extensive experience in the property industry. • National Real Estate currently manages over 12 000 residential units in both rental and sectional title portfolios and approximately 650 commercial units. • National Real Estate currently employs approximately 100 in-house professionals and has a further 300 people in the field, providing the necessary skills, capacity and systems to manage the Freedom rental portfolio as it grows. • National Real Estate is registered with the Estate Agency Affairs Board, the National Association of Managing Agents and its residential property management services covers the full management requirements of Sectional Title Bodies Corporate and Home Owners Associations. This includes collections, financial management, administration, secretarial and advisory services. • National Real Estate manages in excess of 2 200 units in its residential letting portfolio. Its admistrative and controls include a credit approval process for prospective tenants and its professional team includes building inspectors, maintenance managers and credit controllers. • National Real Estate is prominent in the Free State and Northern Cape and is one of the largest commercial property managers in these areas. Their head office is in Bloemfontein, which is ideal for managing the existing Wespark Palms residential rental portfolio.

29 While the rental management of existing Currently Yielding Properties can be adequately and efficiently managed within the existing Freedom structure and through the services provided by National Real Estate (for the Residential Rental Properties), clearly defined plans are in place to scale these up with further capacity and the appointment of appropriately qualified staff as new residential and industrial income generating assets become operational within the Freedom property portfolio. In the short terms Freedom will maintain the existing platform to ensure cost structures remain lean and appropriately geared towards the existing requirements of Freedom. Freedom plans to convert to MDA Property Management software early in 2014. This comprehensive integrated property management system will ensure that all Currently Yielding Properties are managed on the same system and that growth in rental units can be easily accommodated. The rental management of the Currently Yielding Properties that are tenanted and generate income for Freedom are managed as follows: • Wespark Palms – The residential development acquired by Freedom which currently consists of 16 developed units will be managed by National Real Estate. • Stellenbosch Industrial – Consists of an industrial use facility with a GLA of 8 287m2 which has been occupied by a single tenant, Farmisco trading as Kynoch Fertilisers, for approximately 10 years. The current lease runs to 2022. As Stellenbosch Industrial is developed further, with new facilities for letting purposes, these will be managed within Freedom on the implemented systems. • Steelpoort Industrial – Consists of industrial use facilities with in excess of 30 tenants. The rental management function of Steelpoort Industrial has been successfully managed by Willem Jansen Van Rensburg (“Willem”) since 2010 on behalf of Kadoma Investments and Freedom has entered into a property management agreement with him (the salient features of this agreement are set out in Annexure 21). This ensures continuity as the management and reporting of these tenants is migrated to the Freedom system in the short term (Willem’s profile follows). Willem started contractual work for Alliance Mining Corporation Limited in 2007 and was appointed in 2008 as in-house legal advisor where he was responsible for all of the rental agreements of the different companies in the group. During 2010, Willem was appointed by Kadoma Investments in Steelpoort to attend to the management of the rental of the industrial park where he has been part of the team which has managed the industrial park in growing from approximately 15% of development capacity to more than 50% within a three-year period. The industrial park is currently fully occupied. Willem has had great success in managing the rentals of the industrial park with the majority of tenants signing long-term rental agreements. He has proactively managed the extension of rental agreements with the various tenants by contacting them timeously prior to the various leases expiring to sign extensions. More than 90% of the tenants have historically extended their leases, which is testament to the quality of the industrial park, as well as the personal relationships which the tenants have with Willem. The industrial park has had a very low default ratio with respect to the collection of rental and only once has Kadoma Investments needed to issue a summons for arrear rental.

2.5 Project development function Once the relevant approvals have been obtained for the respective Freedom projects, the asset management team will work with the development team to appoint and brief appropriate professionals for each project, with the view to controlling the capital expenditure for new developments, refurbishments and improvements to properties in the portfolio. Most of the Freedom projects have had the involvement of professional teams and their respective vendors. The skills and capacity will be maintained where necessary. All of the relevant costs have been provided and accounted for in the Company’s forecasts for the respective Freedom projects. The Freedom management team will be directly involved in any property acquisitions, renewals or disposals, administer and report on leases, and monitor utilities so as to ensure shareholders’ interests are looked after at all times. Details of potential development partners for Freedom are set out in Annexure 19 of this pre-listing statement and the company also has rights of first refusal agreements in place with various parties as set out in paragraph 5, under “special conditions” relating to certain projects.

3. RISK FACTORS In addition to the other information included in this pre-listing statement, the risk factors listed in Annexure 22 could, if they arise, have a material adverse effect on Freedom’s business, financial

30 condition or results of operations, resulting in a decline in the trading price of the Freedom shares. The risks set forth in Annexure 22 comprise material risks currently known to the Company. These factors should be considered carefully, together with the information and financial data set forth in this document.

4. PROPERTY PORTFOLIO

4.1 Analysis of the Freedom property portfolio In terms of the independent property valuations the Freedom property portfolio has an aggregate fair value of R1 561 500 000 as at 1 February 2014. Full details of the Freedom property portfolio are set out in Annexure 2 of this pre-listing statement. An analysis of the Currently Yielding Properties in respect of the sectoral, geographic, tenant, vacancy and lease expiry profiles is provided below:

4.1.1 Sectoral profile GLA per Gross rentals sector per sector Industrial 97.1% 97.2% Residential 2.9% 2.8% 100.0% 100.0%

4.1.2 Geographic profile GLA per Gross rentals geographic per area Free State 2.9% 2.8% Western Cape 27.6% 17.6% Limpopo 69.5% 79.6% 100.0% 100.0%

4.1.3 Tenant profile Based on GLA Total Industrial Offices Residential A 15.7% 16.1% 0.0% 0.0% B 76.0% 78.4% 0.0% 0.0% C 8.3% 5.5% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%

Based on gross rentals Total Industrial Offices Residential A 13.9% 14.3% 0.0% 0.0% B 76.8% 79.0% 0.0% 0.0% C 9.3% 6.7% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%

For these tables the following key is applicable: A. Large national tenants, large listed tenants, government and major franchisees. The two tenants that have been classified in this category are (i) Afrox; and ii) Macsteel. B. National tenants, listed tenants, franchisees and medium to large professional firms. The two tenants that have been classified in this category are (i) Xtrata Projects Chrome; and (ii) Aard Mining Supplies. C. Other. The remaining tenants (in excess of 25) have been classified in this category.

31 4.1.4 Vacancy profile The total vacancy of the Currently Yielding Properties is 2.6%. 97.9% of the GLA of the Currently Yielding Properties is attributable to the Industrial sector with 2.1% being attributable to the residential sector. GLA per sector Industrial 97.9% Residential 2.1% 100.0%

GLA per area Free State 2.1% Limpopo 97.9% 100.0%

4.1.5 Lease expiry profile Total Industrial Residential GLA GLA GLA 28 February 2014 15.2% 13.6% 70.7% 28 February 2015 16.6% 16.2% 29.3% 29 February 2016 18.0% 18.5% 0.0% Beyond February 2016 50.2% 51.7% 0.0% 100.0% 100.0% 100.0%

Total gross Industrial Residential rentals (GR) gross rentals gross rentals 28 February 2014 17.0% 15.3% 74.3% 28 February 2015 14.2% 14.0% 25.7% 29 February 2016 18.8% 19.3% 0.0% Beyond February 2016 50.0% 51.4% 0.0% 100.0% 100.0% 100.0%

4.1.6 Rental escalations The annualised weighted average rental escalation by GLA in the operational property portfolio for the period ended 28 February 2015 is as follows: Sector % Industrial 9.48% Residential 10.00% Total property portfolio 9.50%

4.1.7 Gross rental per m2 The weighted average rental per m² by GLA of the operational property portfolio for the period ended 28 February 2015 is as follows: Average rental Sector GLA per m² per m² Industrial 29 167.1 56.4 Residential 878.2 53.9 Total property portfolio 30 045.3 56.3

32 4.1.8 Average property yield The average property yield in the existing property portfolio in respect of each sector for the year ended 28 February 2015, on an annualised basis is as follows: Sector % Industrial 13.47% Residential 9.13% Total average property yield 13.36%

4.2 Valuation report The property portfolio is valued at a fair value of R1 561 500 000 by Johannes Simon Bosman, the independent property valuer, as at 1 February 2014, a summary of which is presented in Annexure 3 of this pre-listing statement, with the detailed valuation reports being available for inspection in terms of paragraph 34 of this pre-listing statement.

5. ACQUISITIONS The Freedom projects, acquired from the vendors as set out in Annexure 11, are held through separate Freedom subsidiaries, as set out in Annexure 1 of this pre-listing statement. This structure allows the Company to develop and manage each development in its own entity with a specific focus and with access to the existing professional teams which have historically been directly involved in the respective Freedom projects. The implementation and management of each Freedom project will be overseen by the Company’s experienced management team. The salient details of each of the Freedom projects being acquired follow in the respective paragraphs as indicated in the table below.All the figures relating to development costs for each Freedom project are in current day real terms.

Freedom Projects

Currently Yielding Commercial Development Residential Rental Residential Sale Properties Properties Properties Properties • Wespark Palms (par. 5.1) • Steelpoort Industrial Park • Wespark Palms (par. 5.1) • Miami Village (par. 5.17) • Steelpoort Industrial (par. 5.2) • La Hoff Mews (par. 5.7) • Langebaan Beach (par. 5.2) • Stellenbosch Industrial • Emfuleni Estate (par. 5.8) (par. 5.18) • Stellenbosch Industrial (par.5.3) • Portolan Place (par. 5.9) (par. 5.3) • Propmed (par 5.4) • Miami Village (par. 5.10) • Tubatse Industrial Park • Montana Residential (par. 5.5) (par. 5.11) • Sweet Waters Industrial • Tweefontein Residential Park (par. 5.6) (par 5.12) • Tubatse Residential (par. 5.13) • Tubatse Homes (par. 5.14) • Gevonden (par. 5.15) • Elm Drive (par. 5.16)

5.1 Wespark Palms (Currently Yielding Properties and Residential Rental Properties)

5.1.1 Overview Wespark Palms is situated in the heart of Kroonstad, in the Free State Province, close to major hospitals and the Department of Correctional Service. This local economy is mainly driven by the public sector. The property is located in an existing neighbourhood, close to major businesses and government institutions, and according to management is popular for rental purposes. The property is zoned “general residential”, building plans have been approved and bulk services installed.

33 5.1.2 Project opportunity • Wespark Palms is a residential development comprising of apartments, 16 of which have already been built, together with 3 of 11 garages. A further 51 apartments and 8 garages are to be built. • The Wespark Palms project, as it currently stands with the existing rights that are in place for further development, has been valued at R11 700 000 by the independent property valuer. • Freedom will retain Wespark Palms units once they have been developed as income generating rental stock. The project will provide a total GLA of 3 791m2 to the residential property market. • In terms of Freedom’s strategy, the development of Wespark Palms will commence in 2014. • Financial highlights Wespark Palms Number of units 67 Average size per unit (m²) 50 Average selling price/Unit (Vat inclusive) 447 991 Average selling price/m² (Vat inclusive) 8 939 Total m² under construction (m²) 3 909 Total construction cost/m² (excluding land cost) 3 451 Rental rate per m² 50 Yield 12.93% Total development cost 16 691 512 Land cost 3 200 000 Infrastructure cost – Construction cost 12 252 293 Professional fees and NHBRC 1 239 219

5.1.3 Acquisition overview In terms of the acquisition agreement concluded with Cherokee Trading Post 23 Proprietary Limited (the vendor) on 2 May 2013, Ivory Sun Trading 115, a wholly owned subsidiary of Freedom, has acquired Wespark Palms for an amount of R7 200 000. The purchase price for the property has been settled by the allotment and issue of 7 200 000 Freedom shares to the vendor for R1.00 each. An amount equal to the value of the purchase price settled by Freedom on Ivory Sun Trading 115’s behalf shall remain owing by Ivory Sun Trading 115 to Freedom on shareholder loan account. All conditions precedent to the transactions have been fulfilled and transfer of the property took place on 17 April 2014. The vendor has provided warranties commonly provided in a transaction of this nature.

5.1.4 Special conditions Richprop Cape or its nominee have been granted, in terms of an agreement entered into on 15 October 2013, a right of first refusal to project manage the development, in terms of which they will be offered the first opportunity to develop the project on such terms as Freedom may offer (which, if Freedom has received an offer from a third party developer with which it wishes to proceed, may be no less favourable than the terms offered by such third party offer). Richprop Cape will have 60 days to accept the offer, and if they accept the offer their right to develop is subject to the conclusion of a development management agreement and/or development agreement on terms satisfactory to Ivory Sun Trading 115.

5.1.5 Share trading restriction The vendor is restricted in terms of the amount of Freedom shares that can be traded as set out in Annexure 18 of this pre-listing statement.

34 5.2 Steelpoort Industrial Park (Currently Yielding Properties and Commercial Development Properties)

5.2.1 Overview Steelpoort Industrial Park is situated in Steelpoort, Limpopo Province and the development comprises of an industrial park which is occupied by tenants delivering goods and services to the surrounding mining sector. The property is zoned “Industrial”, approved in accordance with the Development Facilitation Act of 1995, and falls within the Greater Tubatse Municipal area. The undeveloped section is serviced and ready for future development by Freedom to meet demand in the area. Building plans need to be submitted in accordance with new lease agreements as per waiting list. The Steelpoort area has experienced exponential growth in the mining sector with many new mines opening. With the mines mainly in the start of their productive life cycle an established industrial park supporting these mines will continue to be sought after for many years. All buildings are new and according to management are well-constructed.

5.2.2 Project opportunity • The Steelpoort Industrial Park project consists of 20 273 m2 of existing industrial warehouses and the opportunity to develop a further 28 000 m2 on 18.8 hectares of land. • The Steelpoort Industrial Park project, as it currently stands with the existing rights that are in place, has been valued at R171 000 000 by the independent property valuer. In terms of the acquisition agreements discussed below, the property being acquired includes Tweefontein Residential Estate, described in paragraph 5.12 below, which has been valued by the independent property valuer at R384 000 000 translating to a total value of R555 000 000. • Freedom will develop and retain Steelpoort Industrial Park as an income generating industrial facility. The project will once complete provide a total GLA of 48 273 m2. • In terms of Freedom’s strategy, the development of the extension to the Steelpoort Industrial project will commence soon after listing. • Financial highlights Steelpoort Industrial Park – Currently Yielding Land cost (Rm) 101 000 000 Total GLA (m²) 20 280 Average rental rate per m² 64 Yield 14.91% Average escalation p.a. 9.69% Gross monthly rental income (R) 1 299 785 Add: Recoveries (R) 328 198 Less: Expenditure (R) (373 257) Net rental income (R) 1 254 726

35 Steelpoort Industrial Park – Commercial Development Total construction area (m²) 28 000 Total GLA (m²) 28 000 Total construction cost/m² (excluding Land cost) 3 520 Average rental rate per m² (R) 75 Yield 20.91% Total development cost 108 560 000 Land cost (R) 10 000 000 Infrastructure cost (R) – Construction cost (R) 89 600 000 Professional fees & NHBRC (R) 8 960 000

5.2.3 Acquisition overview In terms of the acquisition agreements concluded on 8 August 2013 and addenda thereto, Off Peak Props, a wholly owned subsidiary of Freedom, acquired all of the issued shares representing 100% of the issued share capital of Kadoma Investments, which owns the Steelpoort Industrial Park and Tweefontein Residential Estate (see paragraph 5.12 below) for a total amount of R267 420 000. The acquisition agreements governing the purchase are as follows: • The acquisition agreement concluded on 8 August 2013 and the various addenda thereto, with the Christo La Grange Gesins Trust (Master’s reference number IT82017/02) (Christo Trust) for shares representing 67% of the shareholding of Kadoma Investments for a total amount of R181 870 000 which will be settled as follows: – by the allotment and issue of 91 370 000 Freedom shares to the Christo Trust for R1.00 each; – by the allotment and issue of 89 600 000 Freedom shares to the Christo Trust for R1.00 each, as guarantee shares as detailed below in paragraph 5.2.4 below; and – by way of six amounts of R150 000 in cash, commencing one calendar month after the transfer date and occurring at intervals of one calendar month, the aggregate payments of which equate to R900 000. An amount equal to the value of the purchase price settled by Freedom on behalf of Off Peak Props shall remain owing by Off Peak Props to Freedom on shareholder loan account. All conditions precedent to the transaction have been fulfilled and transfer of the shares took place on 1 March 2014. • The acquisition agreements concluded on 8 August 2013 and the addenda thereto, with the Lafras Joubert Familie Trust (Master’s reference number IT2491/02) (Lafras Trust) for its 33% of the shareholding of Kadoma Investments for an amount of R79 550 000 which will be settled as follows: – by the allotment and issue of 43 250 000 Freedom shares to the Lafras Trust for R1.00 each; and – by the allotment and issue of 36 300 000 Freedom shares to the Lafras Trust for R1.00 each, as guarantee shares as detailed below in paragraph 5.2.4 below. An amount equal to the value of the purchase price settled by Freedom on behalf of Off Peak Props shall remain owing by Off Peak Props to Freedom on shareholder loan account. All conditions precedent to the transaction have been fulfilled and transfer of the shares took place on 1 March 2014. • A mortgage bond obligation of R6 000 000 in favour of The Standard Bank Group will remain in place for Kadoma Investments Proprietary Limited and therefore forms part of the total purchase consideration.

36 In addition to the above, Freedom entered into: • a referral agreement with the Lemon Trust on 23 September 2013, pursuant to which 104 100 000 Freedom shares have been issued to the Lemon Trust as a commission for facilitating, and securing, the acquisition of the shares in Kadoma Investments by Off Peak Props; and • a referral agreement with Arengo Proprietary Limited (Registration number 2005/002939/07) on 8 April 2013, pursuant to which 3 921 300 Freedom shares have been issued to Arengo Proprietary Limited as a referral fee for introducing the acquisition opportunity of Kadoma Investments (Steelpoort Industrial Park and Tweefontein Residential Estate) to Freedom, thus bringing the effective acquisition cost, before other allocated expenses and listing costs to R375 441 300, which, in turn, translates to an effective cost of 68% relative to the independent valuation (i.e. R555 000 000) of the property. Kadoma Investments is being acquired to secure ownership and control over the underlying investment property, which consists of Steelpoort Industrial Park and Tweefontein Residential Estate. The assets and liabilities which are not being taken over as part of the acquisition are set out in Annexure 6, Note 12 of this pre-listing statement. Warranties commonly provided for share sale transactions of this nature have been provided by the vendors.

5.2.4 Guarantee shares As noted above, guarantee shares are being issued to certain vendors in lieu of cash considerations which had previously been negotiated as part of the acquisition agreements. The issue of guarantee shares to the Christo Trust and the Lafras Trust has enabled Freedom to conclude the Steelpoort Industrial Park acquisition without having to raise further funding for a cash portion. This has ensured that the Company can list with a largely ungeared balance sheet and Freedom is in a position to raise further funding to apply to developing the Freedom projects. The vendors provide Freedom with special power of attorney to nominate a person who the Company deems suitable to sell of the guarantee shares for cash on behalf of the vendors over a twelve-month period. If on the first anniversary of the listing date, the VWAP of the guarantee shares traded for cash is less than R1.00 (“Reference price”) (i.e. that on average the sale of the guarantee shares is less than R1.00), Freedom will pay the guaranteed vendors an amount calculated in accordance with the following formula (“Purchase Price Top Up”): Formula for the Christo Trust Formula for the Lafras Trust P = 67,000 x (RP – V) P = 33,000 x (RP – V) Where P = Purchase Price Top Up RP = The Reference Price; and V = The VWAP If a Purchase Price Top Up is payable to the vendors, it will make payments in monthly cash instalments commencing at the end of the month in which the first anniversary of the listing date occurs as follows: • R750 000 per month to the Christo Trust; and • R250 000 per month to the Lafras Trust.

5.2.5 Special Conditions Other than the guarantee shares described and included in the acquisition agreements which relate to Kadoma Investments, the aggregate further guarantee shares issued by companies in the remainder of the Freedom group will not be more than one hundred million shares in total, and this has been adhered to.

37 Freedom is not to distribute any dividends until such time as the Purchase Price Top Up has been paid or secured. Freedom is not to borrow money in excess of 30% of the asset value of Freedom for a period of thirty-six months from date of listing or until such time as the Purchase Price Top Up has been paid or secured, whichever is the earlier. Lone Hill Props or its nominee has been granted, in terms of an agreement entered into on 15 October 2013, a right of first refusal to project manage Steelpoort Industrial Park, in terms of which it will be offered the first opportunity to develop the project on such terms as Freedom may offer (which, if Freedom has received an offer from a third party developer with which it wishes to proceed, may be no less favourable than the terms offered by such third party offer). Lone Hill Props will have 60 days to accept the offer, and if it accepts the offer its right to develop is subject to the conclusion of a development management agreement and/or development agreement on terms satisfactory to Off Peak Props. Mighty House Props or its nominee have been granted, in terms of an agreement entered into on 15 October 2013, a right of first refusal to project manage Tweefontein Residential Estate, in terms of which it will be offered the first opportunity to develop the project on such terms as Freedom may offer (which, if Freedom has received an offer from a third party developer with which it wishes to proceed, may be no less favourable than the terms offered by such third party offer, or if there is no third party offer, on a cost plus basis at a fee of R150 000 per month). Mighty House Props will have 60 days to accept the offer, and if it accepts the offer its right to develop is subject to the conclusion of a development management agreement and/ or development agreement on terms satisfactory to Off Peak Props. Van Rensburgs Attorneys has been appointed to attend to the conveyancing work for all properties transferred out of Off Peak Props to the extent that Freedom decides to sell any property comprising Steelport Industrial Park. Willem Jansen van Rensburg has been appointed to attend to the property management of Steelpoort Industrial Park for Off Peak Props at a rate of R30 000 a month. The salient features of this agreement are set out in Annexure 21 of the pre-listing statement.

5.2.6 Share trading restrictions All vendors are restricted in terms of the amount of shares that can be traded as set out in Annexure 18. These do not apply to the guarantee shares which are governed by their own provisions, as set out above in paragraph 5.2.4.

5.3 Stellenbosch Industrial (Currently Yielding Properties and Commercial Development Properties)

5.3.1 Overview The Stellenbosch Industrial property on George Blake Street comprises an existing warehouse in the sought after Plankenburg Industrial area, near the centre of Stellenbosch, in the Western Cape. The property is in close proximity to the CBD and easily accessible from the R44. The property is zoned “light industrial” in terms of the Stellenbosch Town Planning Scheme. The existing building comprises of 8 287m2 of warehousing and is fully tenanted. The remaining land is being held for future development and there is potential for a further 5 215m2, which will be developed based on the requirements of tenants which will be secured in future. Management have obtained confirmation that provision for sufficient bulk services for the extended area exists. The property is located in the centre of Stellenbosch in an area where the demand for warehousing according to management is high.

5.3.2 Project opportunity • Stellenbosch Industrial comprises of 8 287m2 of existing income generating industrial warehousing space and a further 3 356m2 to be developed on land zoned for light industrial.

38 • The Stellenbosch Industrial project, as it currently stands with the existing rights that are in place, has been valued at R53 000 000 by the independent property valuer. • Freedom will retain the entire Stellenbosch Industrialproject as an income generating asset. • The project will provide a total GLA of 11 643m2 to the commercial and industrial property market. • In terms of Freedom’s strategy, the development of the second phase of Stellenbosch Industrial will commence in 2014. • Financial highlights Stellenbosch Industrial Land cost (R’m) 34 500 000 Total GLA (m²) 8 287 Average rental rate per m² (R) 36 Yield 10.74% Average escalation p.a. 8.50% Gross monthly rental income (R) 315 283 Add: Recoveries (R) 30 509 Less: Expenditure (R) (36 914) Net rental income 308 877

5.3.3 Acquisition overview In terms of the acquisition agreement concluded on 31 October 2013 with the Elect Property Trust No 1 (Master’s reference number IT4315/2006) (the vendor), the property relating to Stellenbosch Industrial is being acquired by Passion Way Props, a wholly owned subsidiary of Freedom, for an amount of R41 700 000. The purchase price is being settled by: • the settlement of the mortgage bond over the property for an amount of R22 000 000 in cash payable to Absa Bank Limited; and • the balance of the purchase price, being an amount of R19 700 000 settled by the allotment and issue of 19 700 000 Freedom shares to the vendor for R1.00 each. The total amount equal to the value of the purchase price settled by Freedom on Passion Way Props’ behalf shall remain owing to Freedom on shareholder loan account. In addition to the above, Freedom concluded a referral agreement with the Basket Trust on 23 September 2013 and the addendum thereto on 1 November 2013, pursuant to which: • 7 400 000 Freedom shares have been allocated to the Basket Trust as a commission for facilitating and securing the acquisition of Stellenbosch Industrial; and • 625 500 Freedom shares have been issued to the Basket Trust as a referral fee for introducing the Stellenbosch Industrial acquisition to Freedom, thus bringing the effective acquisition cost, before other allocated expenses and listing costs to R49 725 500, which, in turn, translates to an effective cost of 94% relative to the independent valuation (i.e. R53 000 000) of the property. All conditions precedent to the transaction have been fulfilled and transfer of the property took place on 26 May 2014. Warranties commonly provided for a transaction of this nature have been provided by the vendor.

5.3.4 Special conditions Seabreeze Tower Properties or its nominee have been granted, in terms of an agreement entered into on 15 October 2013, a right of first refusal to project manage the development, in terms of which they will be offered the first opportunity to develop the project on such terms as Freedom may offer (which, if Freedom has received an offer from a third party developer with which it wishes to proceed, may be no less favourable than the terms offered by such third party offer). Seabreeze Tower Properties will have 60 days to accept the offer,

39 and if it accepts the offer its right to develop is subject to the conclusion of a development management agreement and/or development agreement on terms satisfactory to Passion Way Props. Griesel and Associates has been appointed to attend to the conveyancing work for all properties transferred out of Passion Way Props related to this project to the extent that Freedom decides to sell any properties comprising Stellenbosch Industrial. Management intends to conclude a service level agreement with Griesel and Associates shortly after listing.

5.3.5 Share trading restrictions The vendor is restricted in terms of the amount of shares that can be traded as set out in Annexure 18 of this pre-listing statement.

5.4 Propmed (Commercial Development Properties)

5.4.1 Overview The Propmed building in Kimberley, Northern Cape Province was constructed in 2011 and is partially occupied. It is centrally located in Kimberley which, according to management is a highly sought after area. The proposed project comprises the configuration of the ground floor unit to tenants’ specifications, for the purpose of office and medical facilities. The first and second floors have been developed into 20 residential flats and were sold out within 6 months. All rights and services are in place, and the project is easily adaptable to the needs of a prospective tenant.

5.4.2 Project opportunity • Propmed is a commercial building providing office space. The plan is to erect internal walls providing smaller office units for rental purposes. The office component of the complex will consist of seven offices, one pharmacy, one rehabilitation area, one reception area and eighteen parking bays. • The Propmed project, as it currently stands with all rights and services in place, has been valued at R12 400 000 by the independent property valuer. • Freedom will retain the Propmed asset as income generating commercial rental stock. The project will provide a total GLA of 1 324m2. • In terms of Freedom’s strategy, the development of Propmed will commence shortly after listing. • Financial highlights Propmed Total construction area (m²) 1 324 Total GLA (m²) 1 324 Total construction cost/m² (excluding land cost) (R) 1 662 Average rental rate per m² (R) 103 Yield 13.21% Total development cost (R) 10 700 000 Land cost (R) 8 500 000 Infrastructure cost (R) – Construction cost (R) 2 000 000 Professional fees and NHBRC 200 000

5.4.3 Acquisition overview In terms of the acquisition agreement concluded on 30 April 2013 with Grey Haven Riches 15 Proprietary Limited (Registration Number 2008/015987/07) (the vendor), Proziguard, a wholly owned subsidiary of Freedom, acquired Propmed for an amount of R8 500 000. The purchase price for the property is being settled by the allotment and issue of 8 500 000 Freedom shares to the vendor for R1.00 each. An amount equal to the value of the purchase

40 price settled by Freedom on Proziguard’s behalf shall remain owing by Proziguard to Freedom on shareholder loan account. All conditions precedent to the transaction have been fulfilled and transfer of the property took place on 25 April 2014. The vendor has provided warranties commonly provided in a transaction of this nature.

5.4.4 Special conditions Sarel de Jager (Identity number 6905015038080) (Sarel de Jager) or his nominee have been granted, in terms of an agreement entered into on 15 October 2013, a right of first refusal to project manage the development, in terms of which they will be offered the first opportunity to develop the project on such terms as Freedom may offer (which, if Freedom has received an offer from a third party developer with which it wishes to proceed, may be no less favourable than the terms offered by such third party offer). Sarel de Jager will have 60 days to accept the offer, and if he accepts the offer his right to develop is subject to the conclusion of a development management agreement and/or development agreement on terms satisfactory to Proziguard.

5.4.5 Share trading restrictions The vendor is restricted in terms of the amount of shares that can be traded as set out in Annexure 18 of this pre-listing statement.

5.5 Tubatse Industrial Park (Commercial Development Properties) 5.5.1 Overview The Tubatse Industrial Park forms part of the broader Tubatse project strategy being undertaken by Freedom.

5.5.2 Project opportunity • Tubatse Industrial Park provides Freedom the opportunity to develop 40 740m2 of commercial/industrial facilities on 19,17 hectares of land, which it is planned will include: – one business 2 stand – area 3,08 hectares – one business 3 stand – area 2,74 hectares – three municipal stands – area 2,43 hectares – one educational stand – area 5,27 hectares – one institutional stand – area 5,65 hectares • The Tubatse Industrial Park project, as it currently stands with the existing rights that are in place, has been valued at R101 000 000 by the independent property valuer. • Freedom will retain the Tubatse Industrial Park project as an income generating industrial property. The project once complete will provide a total GLA of 36 666m2. • In terms of Freedom’s strategy, the development of Tubatse Industrial Park will commence in 2016. • Financial highlights Tubatse Industrial Park Total construction area (m²) 40 740 Total GLA (m²) 36 666 Total construction cost/m² (excluding land cost) 5 350 Average rental rate per m² (R) 85 Yield 13.22% Total development cost 252 157 645 Land cost (R) 34 198 645 Infrastructure cost (R) – Construction cost (R) 183 330 000 Professional fees and NHBRC (R) 34 629 000

41 5.5.3 Acquisition overview The property relating to the Tubatse Industrial Park forms part of the acquisition assets acquired with Tubatse Residential Estate as detailed in paragraph 5.13.3 below. The effective acquisition cost, before other allocated expenses and listing costs is R135 000 000, which, in turn, translates to an effective cost of 34% relative to the independent valuation of the property (i.e., R398 700 000).

5.5.4 Share trading restrictions All vendors are restricted in terms of the amount of shares that can be traded as set out in Annexure 18.

5.6 Sweet Waters Industrial Park (Commercial Development Properties) 5.6.1 Overview The Sweet Waters Industrial and Commercial Development is situated next to the N3 highway, on the P817 road, close to Heidelberg, Gauteng Province. The soon to be “Tambo Springs Inland Port” development is located opposite Sweet Waters and for that reason it falls well within government’s key logistical and Industrial hub in Ekurhuleni Local Municipality. Although the Town Planning application still needs to be approved, the proposed development accords well with the Spatial Development Framework of the municipality and the development strategies of government as regards the industrial node known as Tambo Springs. Environmental authorisation has been granted by the Department of Environmental Affairs. The demand in the area is predicted to increase rapidly as “Tambo Springs” progresses.

5.6.2 Project opportunity • The Sweet Waters Industrial Park project provides an opportunity to develop 6 394m2 of retail space, 30 866m2 of industrial space and 14 232m2 of industrial warehousing facilities. • The Sweet Waters Industrial Park project, as it currently stands with the existing rights that are in place, has been valued at R62 500 000 by the independent property valuer. • Freedom will retain the entire Sweet Waters Industrial Park project as an income generating retail and industrial asset. The project will once completed provide a total GLA of 51 492m2. • In terms of Freedom’s strategy, the development of Sweet Waters Industrial Park will commence in 2015. • Financial highlights Sweet Waters Industrial Park Total construction area (m²) 51 492 Total GLA (m²) 51 492 Total construction cost/m² (excluding land cost) (R) 4 620 Average rental rate per m² (R) 50 Yield 10.68% Total development cost 255 901 901 Land cost (R) 18 000 000 Infrastructure cost (R) 22 189 859 Construction cost (R) 211 955 777 Professional fees and NHBRC (R) 3 756 265

5.6.3 Acquisition overview In terms of the acquisition agreement concluded on 16 August 2013 and addenda thereto with Neil Eric Whitehead (Identity number 4008025026988) (the vendor), Lazy Haze Stone Props, a wholly owned subsidiary of Freedom, acquired the property relating to Sweet Waters Industrial Park for an amount of R18 000 000. The purchase price is being settled

42 by the allotment and issue of 18 000 000 Freedom shares to the vendor for R1.00 each. An amount equal to the value of the purchase price settled by Freedom on Lazy Haze Stone Props’ behalf shall remain owing by Lazy Haze Stone Props to Freedom on shareholder loan account. All conditions precedent to the transaction have been fulfilled and transfer of the property took place on 30 April 2014. Warranties commonly provided for a transaction of this nature have been provided by the vendor.

5.6.4 Special conditions Pieter Albertyn (Identity number 5612175116083) (Pieter Albertyn) or his nominee has been granted, in terms of an agreement entered into on 15 October 2013, a right of first refusal to project manage the development, in terms of which they will be offered the first opportunity to develop the project on such terms as Freedom may offer (which, if Freedom has received an offer from a third party developer with which it wishes to proceed, may be no less favourable than the terms offered by such third party offer). Pieter Albertyn will have 60 days to accept the offer, and if they accept the offer their right to develop is subject to the conclusion of a development management agreement and/ or development agreement on terms satisfactory to Lazy Haze Stone Props. The vendor, in terms of the acquisition agreement, will be granted continued occupation of the property after transfer has been effected to Lazy Haze Stone Props, and will be given a minimum of six-month notice to vacate the property. No occupational rent will be charged to the vendor in respect of his occupation of the Property. For the duration of the vendor’s occupation of the property, the vendor will continue to ensure that there are no other occupants and the vendor will be responsible for all running costs related to the property, including electricity, water, rates, other services and insurance. When vacating the property, the vendor will hand over vacant occupation to Lazy Haze Stone Props.

5.6.5 Share trading restrictions The vendor is restricted in terms of the amount of shares that can be traded as set out in Annexure 18 of this pre-listing statement.

5.7 La Hoff Mews (Residential Rental Properties) 5.7.1 Overview La Hoff Mews is situated in Klerksdorp, North-West Province and is well located with close proximity to business centres, public institution and social amenities. The project is zoned as “special (Dwelling and Institutional purposes)” and consists of 100 townhouses on 2.5 hectares of land. The site is not subjected to steep slopes and has sufficient development bulk available. The area is highly sought after and is characterised by rapidly expanding residential developments. The main driver of the local economy used to be the gold mining industry, which has been in steady decline in the past decade. The increased demand for uranium and the associated opening of new plants provided a new injection into the local economy.

5.7.2 Project opportunity • La Hoff Mews is a residential development comprising of 100 units to be developed. Plans are in place to build 60 units of 100m2 in size (2 bedroom units) and 40 units 78m2 in size (1 bedroom units), including shade ports and perimeter fence and gate. • The La Hoff Mews project, as it currently stands with the existing rights that are in place, has been valued at R13 000 000 by the independent property valuer. • Freedom will retain the La Hoff Mews units once they have been developed as income generating rental stock. The project will provide a total GLA of 9 120m2 to the residential property market. • In terms of Freedom’s strategy, the development of La Hoff Mews will commence in 2015.

43 • Financial highlights La Hoff Mews Number of units 100 Average size per unit (m²) 91 Average Selling price/unit (vat inclusive) 723 840 Average Selling price/m² (vat inclusive) 7 238 Total m² under construction (R) 9 120 Total construction cost/ m² (excluding land cost) (R) 4 570 Rental rate per m² (R) 50 Yield 10.10% Total development cost (R) 48 579 162 Land cost (R) 6 900 000 Infrastructure cost (R) 5 843 158 Construction cost (R) 32 298 002 Professional fees and NHBRC (R) 3 538 002

5.7.3 Acquisition overview In terms of the acquisition agreement concluded on 29 April 2013 with Circle Way Trading 131 Proprietary Limited (the vendor), Panzaweb, a wholly owned subsidiary of Freedom, has acquired La Hoff Mews for an amount of R6 900 000. The purchase price for the property is being settled by the allotment and issue of 6 900 000 Freedom shares to the vendor for R1.00 each. An amount equal to the value of the purchase price settled by Freedom on Panzaweb’s behalf shall remain owing by Panzaweb to Freedom on shareholder loan account. All conditions precedent to the transaction have been fulfilled and transfer of the property took place on 16 April 2014. The vendor has provided warranties commonly provided in a transaction of this nature.

5.7.4 Special conditions Richprop Cape or its nominee have been granted, in terms of an agreement entered into on 15 October 2013, a right of first refusal to project manage the development, in terms of which they will be offered the first opportunity to develop the project on such terms as Freedom may offer (which, if Freedom has received an offer from a third party developer with which it wishes to proceed, may be no less favourable than the terms offered by such third party offer). Richprop Cape will have 60 days to accept the offer, and if it accepts the offer its right to develop is subject to the conclusion of a development management agreement and/or development agreement on terms satisfactory to Panzaweb.

5.7.5 Share trading restriction The vendor is restricted in terms of the amount of Freedom shares that can be traded as set out in Annexure 18 of this pre-listing statement.

5.8 Emfuleni Estate (Residential Rental Properties)

5.8.1 Overview The Emfuleni Estate project, situated in Klerksdorp, North-West Province and presents a unique security estate in the affordable housing market. The development is fenced, with a gatehouse and makes provision for social amenities. It has been divided into two phases with a total of 499 dwellings of which ten have been completed for the purpose of show houses. The development is an approved Township development in terms of the Town Planning and Township ordinance of 1986. Both phases have been surveyed and General Plans have been approved. The site has a gentle slope towards the West where it drains into a

44 spruit. The site is affected by flood line, which is incorporated in the layout plan. The unique aspect of the building designs involves single residential houses with the potential of being expanded over time. Emfuleni Estate will offer an exclusive lifestyle in the affordable segment of the market.

5.8.2 Project opportunity • Emfuleni Estate is a residential development comprising of 499 units, 10 of which have been built. These units range in size from 55m2 (1 bedroom units) to 90m2 (3 bedroom units). A further 489 units will be developed. • The Emfuleni Estate project, as it currently stands with the existing rights that are in place, has been valued at R56 000 000 by the independent property valuer. • Freedom will retain Emfuleni Estate units once they have been developed as income generating rental stock. The project will provide a total GLA of 36 427m2. • In terms of Freedom’s strategy, the development of Emfuleni Estate will commence in 2014. • Financial highlights Emfuleni Estate Number of units 499 Average size per unit (m²) 73 Average Selling price/unit (Vat inclusive) 526 403 Average Selling price/ m² (Vat inclusive) 7 211 Total m² under construction 36 427 Total construction cost/m² (excluding land cost) (R) 4 066 Rental rate per m² (R) 50 Yield 10.87% Total development cost (R) 174 365 244 Land cost (R) 26 250 000 Infrastructure cost (R) 14 666 667 Construction cost (R) 121 737 827 Professional fees & NHBRC (R) 11 710 750

5.8.3 Acquisition overview In terms of the acquisition agreement concluded on 2 May 2013 with Morning Tide Investments 351 Proprietary Limited (Registration number 2007/017133/07) (the vendor), Hazel Hues Trading 8, a wholly owned subsidiary of Freedom, acquired Emfuleni for an amount of R26 250 000. The purchase price for the property is being settled by the allotment and issue of 26 250 000 Freedom shares to the vendor for R1.00 each. An amount equal to the value of the purchase price settled by Freedom on Hazel Hues Trading 8’s behalf shall remain owing by Hazel Hues Trading 8 to Freedom on shareholder loan account. All conditions precedent to the transaction have been fulfilled and transfer of the property took place on 21 May 2014. The vendor has provided warranties commonly provided in a transaction of this nature.

5.8.4 Special conditions Richprop Cape or its nominee have been granted, in terms of an agreement entered into on 15 October 2013, a right of first refusal to project manage the development, in terms of which they will be offered the first opportunity to develop the project on such terms as Freedom may offer (which, if Freedom has received an offer from a third party developer with which it wishes to proceed, may be no less favourable than the terms offered by such third party offer). Richprop Cape will have 60 days to accept the offer, and if it accepts the offer its right to develop is subject to the conclusion of a development management agreement and/ or development agreement on terms satisfactory to Hazel Hues Trading 8.

45 Griesel and Associates has been appointed to attend to the conveyancing work for any properties transferred out of Hazel Hues Trading 8 related to this project to the extent that Freedom decides to sell any properties comprising the Emfuleni Estate.

5.8.5 Share trading restrictions The vendor is restricted in terms of the amount of shares that can be traded as set out in Annexure 18 of this pre-listing statement.

5.9 Portolan Place (Residential Rental Properties) 5.9.1 Overview Portolan Place is well positioned and provides secure lifestyle for residents of Gonubie, Eastern Cape Province. The project is centrally located along Gullsway, behind the Gonubie High School. It is in close proximity to other suburbs in the town with good access to business and amenities. The development is an approved township establishment with a gentle slope towards the Southern direction. Services for phases one and two have been installed. The Portolan Place provides 300 opportunities for the development of flats, 173 entry-level full title stands and 32 more expensive full title stands. It caters for high and middle income and meets the demand for secure living in Gonubie.

5.9.2 Project opportunity • Portolan Place is to be converted into a retirement village development, which will consist of 530 apartment units at an average size of 90m2 on 17.99 hectares of land. • The Portolan Place project, as it currently stands with existing rights, has been valued at R99 600 000 by the independent property valuer. • Freedom will retain the Portolan Place units once they have been developed as income generating rental stock. The project will provide a total GLA of 47 589m2. • Bopa Lesedi has been involved in the Portolan Place project acquired by Freedom and, to the extent considered appropriate by Freedom’s management team, will be retained to provide services to ensure continuity on the development of the project. • In terms of Freedom’s strategy, the development of Portolan Place will commence in 2017. • Financial highlights Portolan Place Number of units 530 Average size per unit (m²) 90 Average selling price/Unit (vat inclusive) (R) 969 862 Average selling price/m² (vat inclusive) (R) 10 801 Total m² under construction (R) 47 589 Total construction cost/ m² (excluding land cost) (R) 6 135 Rental rate per m² (R) 60 Yield 9.04% Total development cost (R) 338 449 962 Land cost (R) 46 500 000 Infrastructure cost (R) 16 157 895 Construction cost (R) 253 554 545 Professional fees and NHBRC (R) 22 237 522

5.9.3 Acquisition overview In terms of the acquisition agreement concluded on 2 May 2013 with Pacific Coast Investments 97 Proprietary Limited, Clear Creek Trading 145, a wholly owned subsidiary of Freedom, acquired Portolan Place for an amount of R46 500 000. The purchase price for the property is being settled by the issue and allotment of 46 500 000 Freedom shares

46 being issued to the vendor at R1.00 each. An amount equal to the value of the purchase price settled by Freedom on Clear Creek Trading 145’s behalf shall remain owing by Clear Creek Trading 145 to Freedom on shareholder loan account. All conditions precedent to the transaction have been fulfilled and transfer of the property took place on 22 April 2014. The vendor has provided warranties commonly provided in a transaction of this nature. 5.9.4 Special conditions Richprop Cape or its nominee have been granted, in terms of an agreement entered into on 15 October 2013, a right of first refusal to project manage the development, in terms of which they will be offered the first opportunity to develop the project on such terms as Freedom may offer (which, if Freedom has received an offer from a third party developer with which it wishes to proceed, may be no less favourable than the terms offered by such third party offer). Richprop Cape will have 60 days to accept the offer, and if it accepts the offer its right to develop is subject to the conclusion of a development management agreement and/or development agreement on terms satisfactory to Clear Creek Trading 145. Griesel and Associates has been appointed to attend to the conveyancing work in the event that any properties related to the Portolan Place project are transferred out of Clear Creek Trading 145. 5.9.5 Share trading restrictions The vendor is restricted in terms of the amount of shares that can be traded as set out in Annexure 18 of this pre-listing statement.

5.10 Miami Village (Residential Rental Properties) 5.10.1 Overview This portion of the Miami Village project is being developed to be held by Freedom as Residential Rental Properties. The project is made up of 14 full title opportunities, serviced and ready for development. This site has a gentle slope towards the West, making it suitable for development. 5.10.2 Project opportunity • This portion of the Miami Village project involves the development of fourteen residential opportunities on 500m2 stands. • This portion of the Miami Village project, as it currently stands with existing rights, has been valued at R1 900 000 by the independent property valuer. • In terms of Freedom’s strategy, this portion of the Miami Village project will be developed and held for residential rental stock by Freedom. The project will provide a total GLA of 1 512m2 to the residential property market. • Financial highlights Miami Village (Residential Rental Properties) Number of units 14 Average size per unit (m²) 108 Average Selling price/unit (vat inclusive) (R) 918 000 Average Selling price/ m² (vat inclusive) (R) 8 500 Total m² under construction 1 512 Total construction cost/m² (excluding land cost) (R) 5 716 Rental rate per m² (R) 80 Yield 12.81% Total development cost (R) 10 142 525 Land cost (R) 1 500 000 Infrastructure cost (R) – Construction cost (R) 8 148 000 Professional fees and NHBRC (R) 494 525

47 5.10.3 Acquisition overview In terms of the acquisition agreement, concluded on 29 August 2013 with the Huganel Trust (Master’s reference number IT766/1999) (the vendor), Tower Sky Properties, a wholly owned subsidiary of Freedom, acquired a portion of Miami Village for an amount of R1 500 000. The purchase price for the property is being settled by the issue and allotment of 1 500 000 Freedom shares to the vendor for R1.00 each. An amount equal to the value of the purchase price settled by Freedom on Tower Sky Properties’ behalf shall remain owing by Tower Sky Properties to Freedom on shareholder loan account. In addition to the above, Freedom concluded a referral agreement with the Basket Trust on 23 September 2013 and the addendum thereto on 1 November 2013, pursuant to which 22 500 Freedom shares have been issued to the Basket Trust as a referral fee for introducing the above acquisition to Freedom. Thus bringing the effective acquisition cost, before other allocated expenses and listing costs to R1 522 500, which, in turn, translates to an effective cost of 80% relative to the independent valuation (i.e. R1 900 000) of the property. All conditions precedent to the transaction have been fulfilled and transfer of the property took place on 27 May 2014. The vendor has provided warranties commonly provided in a transaction of this nature.

5.10.4 Special conditions Seabreeze Tower Properties or its nominee have been granted, in terms of an agreement entered into on 15 October 2013, a right of first refusal to project manage the development, in terms of which they will be offered the first opportunity to develop the project on such terms as Freedom may offer (which, if Freedom has received an offer from a third party developer with which it wishes to proceed, may be no less favourable than the terms offered by such third party offer). Seabreeze Tower Properties will have 60 days to accept the offer, and if it accepts the offer its right to develop is subject to the conclusion of a development management agreement and/ or development agreement on terms satisfactory to Tower Sky Properties. Griesel and Associates has been appointed to attend to the conveyancing work in the event that any properties are transferred out of Tower Sky properties related to Miami Village (Residential Rental Properties). Management intend to conclude a service level agreement with Griesel and Associates shortly after listing.

5.10.5 Share trading restrictions The vendor is restricted in terms of the amount of shares that can be traded as set out in Annexure 18 of this pre-listing statement.

5.11 Montana Residential (Residential Rental Properties) 5.11.1 Overview The project is situated in Northern Tshwane, in the Greater Tshwane Municipality, Gauteng Province, and is earmarked for a residential development with 90 medium cost units. It is located North of Rooibos Road, between Anso and Enkeldoorn Avenue. The property is highly accessible and adjacent to the well-known Kolenade Shopping Centre and the Zambesi Country Estate. The Township establishment has been approved in terms of section 98 of the Townships Ordinance and the layout plan accepted. The property is fairly flat and suitable for development. The services agreements between the developer and municipality have also been finalised.

5.11.2 Project opportunity • The Montana Residential project involves the development of 80 medium density units with an average size of 51m2. • The Montana Residential project, as it currently stands with the existing rights that are in place, has been valued at R7 000 000 by the independent property valuer. • Freedom will retain the developed Montana Residential units as income generating rental stock. The project will provide a total GLA of 4 048,8m2.

48 • In terms of Freedom’s strategy, the development of Montana Residential will commence in 2015. • Financial highlights Montana Residential Number of units 80 Average size per unit (m²) 51 Average Selling price/unit (vat inclusive) (R) 599 040 Average Selling price/ m² (vat inclusive) (R) 11 836 Total m² under construction 4 049 Total construction cost/ m² (excluding land cost) 6 625 Rental rate per m² (R) 100 Yield 13.48% Total development cost (R) 32 874 656 Land cost (R) 6 050 000 Infrastructure cost (R) 4 224 561 Construction cost (R) 21 104 264 Professional fees and NHBRC (R) 1 495 831

5.11.3 Acquisition overview In terms of the acquisition agreement concluded on 21 August 2013 with Willem Turner De Swart (Identity Number 6807215122088) and Dataforce Trading 220 (the vendors), Happy Boom Drive Properties, a wholly owned subsidiary of Freedom, acquired all of the issued shares representing 100% of the issued share capital of Las Manos Investments 152, which owns Montana Residential, for an amount of R6 050 000 from the vendors. The purchase price for the shares is being settled by the allotment and issue of 6 050 000 Freedom shares to the vendors for R1.00 each. An amount equal to the value of the purchase price settled by Freedom on Happy Boom Drive Properties’ behalf shall remain owing by Happy Boom Drive Properties to Freedom on shareholder loan account. In addition to the above, Freedom concluded a referral agreement with Dataforce Trading 220 on 26 August 2013, pursuant to which 90 750 Freedom shares have been issued to Dataforce Trading 220 as a referral fee for introducing the acquisition of Montana Residential to Freedom. Thus bringing the effective acquisition cost, before other allocated expenses and listing costs to R6 140 750, which, in turn, translates to an effective cost of 88% relative to the independent valuation (i.e. R7 000 000) of the property. Las Manos Investments 512 is being acquired to secure ownership and control over the underlying investment property, which consists of Montana Residential. All of the assets and liabilities are being taken over as part of the acquisition as set out in Annexure 6, Note 9 of this pre-listing statement. All conditions precedent to the transaction have been fulfilled and transfer of the shares took place on 1 March 2014. The vendor has provided warranties commonly provided in a transaction of this nature.

5.11.4 Special conditions Dataforce Trading 220 or its nominee has been granted, in terms of an agreement entered into on 15 October 2013, a right of first refusal to project manage the development of the envisaged project on terms no less favourable than could be obtained from a third party, subject to the conclusion of a development management agreement and/ or development agreement on terms satisfactory to Tower Sky Properties. In compliance with clause 13.1 of the acquisition agreement, Seabert Trading Proprietary Limited (Registration number 2004/003546/07) (Dataforce Trading 220’s nominee) and Happy Boom Drive Properties concluded a Development Agreement on 15 October 2013, appointing Seabert Trading Proprietary Limited as developer of the project. The further salient terms of the agreement are outlined as follows:

49 • the development consideration is to be the sum of R36 000 000; • as developer, Seabert Trading Proprietary Limited is entitled to retain as its profit an amount equal to the difference between the development consideration and the cost of the construction of the project; • penalties are payable in the event of prescribed delays; • payment of the development consideration is to be dependant on the satisfactory production of payment certificates signed by both the principal agent and the quantity surveyor stating their reasonable and professional estimates of the value of the work completed at each successive stage.

5.11.5 Share trading restrictions The vendor is restricted in terms of the amount of Freedom shares that can be traded as set out in Annexure 18 of this pre-listing statement.

5.12 Tweefontein Residential Estate (Residential Rental Properties)

5.12.1 Overview Tweefontein Residential Estate is situated in Steelpoort, Limpopo Province. The proposed township establishment is still in its conceptual stage and no formal rezoning application had been lodged. The proposed development is a high-density residential development of approximately 5 000 plots for the affordable market. A professional team was appointed in 2012 for the purpose of preparing a formal rezoning/environmental impact assessment application and thorough due diligence. Preparation is, according to management, expected to be finalized for submission early 2014. The property is situated approximately 6km south of the well-known mining town, Steelpoort and falls within the Tubatse local municipality. This area is, according to management, experiencing tremendous growth with a strong need for affordable housing.

5.12.2 Project opportunity • Tweefontein Residential Estate provides the opportunity to develop 400 full title units at an average size of 105m2 and 4 600 sectional title units at an average size of 67m2 on 290 hectares of land (in terms of existing zoning 2 500 sectional title units have been included in the financial highlights, the balance of which are in the zoning approval process). • The Tweefontein Residential Estate project, as it currently stands with the existing rights that are in place, has been valued at R384 000 000 by the independent property valuer. • Freedom will retain all of the developed units in the Tweefontein Residential Estate project as income generating rental assets. The project will provide a total GLA of 163 000 m2. • In terms of Freedom’s strategy, the development of Tweefontein Residential Estate will commence in 2016. • Financial highlights Tweefontein Residential Estate Number of units 2 500 Average size per unit (m²) 65 Average Selling price/unit (vat inclusive) (R) 638 960 Average Selling price/ m² (vat inclusive) (R) 9 800 Total m² under construction 163 000 Total construction cost/m² (excluding land cost) 5 155 Rental rate per m² (R) 100 Yield 16.17% Total development cost (R) 1 090 284 937 Land cost (R) 250 000 000 Infrastructure cost (R) 180 921 053 Construction cost (R) 616 200 000 Professional fees and NHBRC (R) 43 163 884

50 5.12.3 Acquisition overview The property relating to the Tweefontein Residential Estate forms part of the property assets acquired with Steelpoort Industrial Park, as detailed in paragraph 5.2 above.

5.12.4 Special conditions Mighty House Props or its nominee have been granted, in terms of an agreement entered into on 15 October 2013, a right of first refusal to project manage the development, in terms of which it will be offered the first opportunity to develop the project on such terms as Freedom may offer (which, if Freedom has received an offer from a third party developer with which it wishes to proceed, may be no less favourable than the terms offered by such third party offer). Mighty House Props will have 60 days to accept the offer, and if it accepts the offer its right to develop is subject to the conclusion of a development management agreement and/or development agreement on terms satisfactory to Off Peak Props.

5.13 Tubatse Residential Estate (Residential Rental Properties)

5.13.1 Overview Tubatse Residential Estate is located Burgersfort, Limpopo Province, and constitutes an integrated macro development, which is a logical extension of the current town of Burgersfort. The eco estate is structured to optimise the potential of the land while still protecting echo sensitive and heritage areas. The objective, according to management, is to establish a prestigious, well-structured township with a variation of communal and housing options. The Township establishment and phasing plans have been approved in terms of section 31 of the Development Facilitation Act of 1995. The project has, according to management, been phased sensibly into 12 phases, which greatly assists with cash flow during implementation. The land claim on the property has been dealt with and a memorandum of understanding has been signed between the Regional Land Claims commission and the developer. The Burgersfort area is rich in minerals and precious metals such as platinum, chrome and silica. The area has been extensively developed by Anglo American and Impala Platinum over the last few years, and according to management the need for housing in the area is estimated at 20 000 units and growing daily. Freedom’s objectives are to establish a prestigious, well-structured township, with a variation of communal and housing options, including: – Catering for a broad spectrum of income groups including Res. 1 – 3 zonings with a significant component of affordable and middle income housing. – Planning for Communal Facilities such as places of worship, schools (Pre-primary; Primary; Secondary Crèches), commercial centres, recreational areas and parks. – Assisting the local municipality in upgrading bulk services infrastructure. – Creating a significant amount of local job opportunities and development opportunities for emerging and local developers. – Assisting with establishing sustainable, long-term job opportunities for local skilled and unskilled labour in both the commercial and residential developments.

5.13.2 Project opportunity • The Tubatse Residential Estate provides the opportunity to develop 3 737 residential units, comprising 1 942 full title units with an average size of 222m2 and 1 795 sectional title units with an average size of 76m2. The development of 3 702 units has been included in the financial highlights. • The Tubatse Residential Estate project, as it currently stands with the existing rights that are in place, has been valued at R297 700 000 by the independent property valuer. • Freedom will retain the Tubatse Residential Estate as an income generating residential asset. The project will once completed provide a total GLA of 500 809,2m2 to the residential property market.

51 • In terms of Freedom’s strategy, the development of Tubatse Residential Estate will commence in 2016. • Financial highlights Tubatse Residential Estate Number of units (net units available for development) 3 702 Average size per unit (m²) 135 Average Selling price/unit (vat inclusive) (R) 1 128 215 Average Selling price/ m² (vat inclusive) (R) 8 340 Total m² under construction 500 809 Total construction cost/ m² (excluding land cost) (R) 5 304 Rental rate per m² (R) 100 Yield 19.85% Total development cost 2 757 075 464 Land cost (R) 100 801 355 Infrastructure cost (R) 324 442 105 Construction cost (R) 2 198 690 482 Professional fees and NHBRC (R) 133 141 521

5.13.3 Acquisition overview Freedom and Somnitrax, its wholly owned subsidiary, have collectively entered into four acquisition agreements for the acquisition of the entire issued share capital of Tubatse Estates, which owns the Tubatse Residential Estate and Tubatse Industrial Park properties, for a total aggregated acquisition consideration of R77 100 000. Somnitrax is the purchaser of all the shares in Tubatse except the shares that are held by Zambesa, the shares of which have been purchased directly by Freedom. The details of these acquisition agreements are: • The acquisition agreement entered into on 22 August 2013 and addenda thereto between Freedom and Zambesa Investments for its 37.5% shareholding and claims in Tubatse Estate for a total net purchase consideration of R50 600 000, to be settled by way of the allotment and issue of 46 746 000 Freedom Shares to Zambesa Investments for R1.00 each, plus the transfer of Erf 5974 by Freedom to Zambesa Investments, at an agreed value of R3 854 000. All conditions precedent to the transaction have been fulfilled and transfer of the shares took place on 20 March 2014. • the acquisition agreement entered into on 23 August 2013 and addenda thereto between Somnitrax and Platsak Proprietary Limited (Registration number 1970/013678/07) (Platsak) for its 37.5% shareholding and claims in Tubatse Estate for a total consideration of R21 500 000, to be settled by the allotment and issue of 21 500 000 Freedom shares to Platsak for R1.00 each. An amount equal to the value of the purchase price settled by Freedom on Somnitrax’s behalf shall remain owing by Somnitrax to Freedom on shareholder loan account. All conditions precedent to the transaction have been fulfilled and transfer of the shares took place on 20 March 2014. • The acquisition agreement entered into on 23 August 2013 and addenda thereto between Somnitrax and Commercial South African Properties Limited (Registration number 2005/026873/07) (CSAPL) for its 15% shareholding and claims in Tubatse Estate for a total consideration of R3 000 000, to be settled by the allotment and issue of 3 000 000 Freedom Shares to CSAPL for R1.00 each. An amount equal to the value of the purchase price settled by Freedom on Somnitrax’s behalf shall remain owing by Somnitrax to Freedom on shareholder loan account. All conditions precedent to the transaction have been fulfilled and transfer of the shares took place on 20 March 2014.

52 • The acquisition agreement entered into on 23 August 2013 and addenda thereto between Somnitrax and Kgoshi Investment Holdings (Registration Number 2005/032935/07) (Kgoshi) for its 10% shareholding and claims in Tubatse Estate for a total consideration of R2 000 000, to be settled by the allotment and issue of 2 000 000 Freedom shares to Kgoshi for R1.00 each. An amount equal to the value of the purchase price settled by Freedom on Somnitrax’s behalf shall remain owing by Somnitrax to Freedom on shareholder loan account. In addition to the above, Freedom entered into: • A referral agreement with the Lemon Trust on 23 September 2013, pursuant to which 61 754 000 Freedom shares have been issued to the Lemon Trust as a commission for facilitating, and securing, the acquisition of the shares in Tubatse Estates; and • A referral agreement with Tau O Tona Trust (Registration number IT5280/01) on 3 September 2013, pursuant to which 1 098 690 Freedom shares have been issued to Tau O Tona Trust as a referral fee for introducing the acquisition opportunity of Tubatse Estates to Freedom, thus bringing the effective acquisition cost, before other allocated expenses and listing costs to R136 098 690, which, in turn, translates to an effective cost of 34% relative to the independent valuation of the combined properties (i.e. R398 700 000). Tubatse Estates is being acquired to secure ownership and control over the underlying investment property, which consists of Tubatse Industrial Park and Tubatse Residential Estate. The assets and liabilities which are not being taken over as part of the acquisition are set out in Annexure 6, Note 13 of this pre-listing statement. All conditions precedent to the transaction have been fulfilled and transfer of the shares took place on 1 March 2014.

5.13.4 Warranties In terms of the acquisition agreements, Freedom has warranted that the intrinsic value of the Freedom shares, as determined by the independent property valuer, issued to the vendors will at least be 25% higher than the Freedom share issue price of R1.00 each. Freedom has provided no warranty that the share price will retain its value after listing. Warranties commonly provided for a transaction of this nature have been provided by the vendors.

5.13.5 Share trading restrictions All vendors are restricted in terms of the amount of shares that can be traded as set out in Annexure 18.

5.13.6 Special conditions Mighty House Props or its nominee have been granted, in terms of an agreement entered into on 15 October 2013, a right of first refusal to project manage the development, in terms of which it will be offered the first opportunity to develop the project on such terms as Freedom may offer (which, if Freedom has received an offer from a third party developer with which it wishes to proceed, may be no less favourable than the terms offered by such third party offer, or if there is no third party offer, on a cost plus basis at a fee of R150 000 per month). Mighty House Props will have 60 days to accept the offer, and if it accepts the offer its right to develop is subject to the conclusion of a development management agreement and/ or development agreement on terms satisfactory to Somnitrax. Van Rensburgs Attorneys has been appointed to attend to the conveyancing work for all properties transferred out of Somnitrax and Freedom related to Tubatse Residential Estate to the extent that Freedom decides to sell properties comprising the Tubatse Residential Estate.

53 5.14 Tubatse Homes (Residential Rental Properties)

5.14.1 Overview Tubatse Homes falls within the Tubatse Estate (see paragraph 5.17 above). The Township establishment and phasing plans have been approved in terms of Section 31 of the Development Facilitation Act of 1995. Phase 1 comprises 43 full title residential stands and phase 2 consists of 74 full title residential stands. Phase 1 has been serviced and is ready for immediate development whilst phase 2 is in process of being serviced. According to management, the demand is high for up market rental units and in this regard building plans were therefore submitted and approved on 185m2 units. Management is of the view that mining activities in the area causes exponential growth which in turn makes this development relatively sought after.

5.14.2 Project opportunity • The Tubatse Homes project comprises of the development of 117 full title residential units at an average size of 185m2 on 8.34 hectares of land. • The Tubatse Homes project, as it currently stands with the existing rights that are in place, has been valued at R125 000 000 by the independent property valuer. • Freedom will retain the developed Tubatse Homes units as income generating residential assets. The project will provide a total GLA of 21 645m2. • In terms of Freedom’s strategy, the development of Tubatse Homes will commence on in 2014. • Financial Highlights – included in Tubatse Residential Estate.

5.14.3 Acquisition overview Freedom has entered into two acquisition agreements for the acquisition of the entire share capital and shareholder claims of Zambesa Investments, which owns the Tubatse Homes property, for a total acquisition consideration of R85 000 000. The details of these acquisition agreements are: • The acquisition agreement entered into on 22 August 2013 and addenda thereto between Freedom and Magnolia Ridge Properties Proprietary Limited (Registration Number 2004/034737/07) (“Magnolia”) (the vendor) for its 85% shareholding and claims in Zambesa Investments for a total consideration of R70 000 000, to be settled by the allotment and issue of 70 000 000 Freedom Shares to Magnolia for R1.00 each. • All conditions precedent to the transaction have been fulfilled and transfer of the shares took place on 20 March 2014. • The acquisition agreement entered into on 22 September 2013 and addenda thereto between Freedom and National Union of Mineworkers Property Proprietary Limited (Registration number 1993/00767/07) (NUMP) for its 15% shareholding and claims in Zambesa Investments for a total consideration of R15 000 000, to be settled by the allotment and issue of 15 000 000 Freedom Shares to NUMP for R1.00 each. • Zambesa Investments is being acquired to secure ownership and control over the underlying investment property, which consists of Tubatse Homes. The assets and liabilities which are not being taken over as part of the acquisition are set out in Annexure 6, Note 14 of this pre-listing statement. • All conditions precedent to the transaction have been fulfilled and transfer of the shares took place on 20 March 2014.

5.14.4 Warranties In terms of the acquisition agreements Freedom has warranted that the intrinsic value of the Freedom shares, as determined by the independent property valuer, issued to the vendors will be at least 25% higher than the Freedom share issue price of R1.00 each. This has been achieved. Freedom has provided no warranty that the share price will retain its value after listing. Warranties commonly provided for a transaction of this nature have been provided by the vendor.

54 5.14.5 Special conditions Mighty House Props or its nominee have been granted, in terms of an agreement entered into on 15 October 2013, a right of first refusal to project manage the development, in terms of which it will be offered the first opportunity to develop the project on such terms as Freedom may offer (which, if Freedom has received an offer from a third party developer with which it wishes to proceed, may be no less favourable than the terms offered by such third party offer, or if there is no third party offer, on a cost plus basis at a fee of R150 000 per month). Mighty House Props will have 60 days to accept the offer, and if it accepts the offer its right to develop is subject to the conclusion of a development management agreement and/or development agreement on terms satisfactory to Freedom. Van Rensburgs Attorneys has been appointed to attend to the conveyancing work for all properties transferred out of Zambesa to the extent that Freedom decides to sell any properties comprising Tubatse Homes. Management intend concluding a service level agreement with Van Rensburgs Attorneys shortly after listing. 5.14.6 Share trading restrictions All vendors are restricted in terms of the amount of shares that can be traded as set out in Annexure 18.

5.15 Gevonden (Residential Rental Properties) 5.15.1 Overview The Gevonden project is situated on the outskirts of Stellenbosch, in the Western Cape Province. The project makes provision for 42 dwellings, comprising of 27 Flats and 15 Townhouses. The property receives direct access from Gevonden Drive and Lang Road. The proposed development is fully integrated within the urban structure of Stellenbosch. The subdivision, rezoning and phasing plans of development were approved on 25 May 2012 in terms of section 25 of Land Use Planning ordinance. The site is characterised by a mild undulating landscape with a gentle slope. All aspects pertaining to the services agreement has been dealt with in the municipal approval. 5.15.2 Project Opportunity • The Gevonden Estate project involves the development of 42 residential opportunities comprising of 15 townhouses at an average size of 175m2 and 27 apartments/flats at an average size of 75m2. • The Gevonden Estate project, as it currently stands with the existing rights that are in place, has been valued at R17 700 000 by the independent property valuer. • Freedom will retain Gevonden Estate as an income generating residential asset. The project will provide a total GLA of 4 650m2. • In terms of Freedom’s strategy, the development of Gevonden Estate will commence after listing. • Financial highlights Gevonden Estate Number of units 42 Average size per unit (m²) 111 Average Selling price/unit (vat inclusive) (R) 1 771 429 Average Selling price/m² (vat inclusive) (R) 16 000 Total m² under construction 4 650 Total construction cost/m² (excluding land cost) (R) 6 625 Rental rate per m² (R) 100 Yield 11.77% Total development cost (R) 42 307 941 Land cost (R) 11 500 000 Infrastructure cost (R) 3 024 588 Construction cost (R) 26 205 000 Professional fees and NHBRC (R) 1 578 353

55 5.15.3 Acquisition overview In terms of the acquisition agreement concluded on 12 August 2013, Zolo Props, a wholly owned subsidiary of Freedom, acquired the property relating to Gevonden Estate from Huis Piron Stellenbosch Proprietary Limited (Registration number 1999/000265/07) (Huis Piron) for an amount of R10 000 000. The purchase price is being settled by the allotment and issue of 10 000 000 Freedom shares to Huis Piron for R1.00 each. An amount equal to the value of the purchase price settled by Freedom on Zolo Props’ behalf shall remain owing by Zolo Props to Freedom on shareholder loan account. All conditions precedent to the transaction have been fulfilled and transfer of the property took place on 15 May 2014. In addition to the above, Freedom concluded a referral agreement with the Basket Trust on 23 September 2013 and the addendum thereto on 1 November 2013, pursuant to which: • 1 500 000 Freedom shares have been allocated to the Basket Trust as a commission for facilitating and securing the Gevonden acquisition; and • 150 000 Freedom shares have been issued to the Basket Trust as a referral fee for introducing the Gevonden acquisition to Freedom, thus bringing the effective acquisition cost, before other allocated expenses and listing costs to R11 650 000, which, in turn, translates to an effective cost of 66% relative to the independent valuation (i.e. R17 700 000) of the property.

5.15.4 Special conditions Seabreeze Tower Properties or its nominee have been granted, in terms of an agreement entered into on 15 October 2013, a right of first refusal to project manage the development, in terms of which they will be offered the first opportunity to develop the project on such terms as Freedom may offer (which, if Freedom has received an offer from a third party developer with which it wishes to proceed, may be no less favourable than the terms offered by such third party offer). Seabreeze Tower Properties will have 60 days to accept the offer, and if it accepts the offer its right to develop is subject to the conclusion of a development management agreement and/ or development agreement on terms satisfactory to Zolo Props. Griesel and Associates has been appointed to attend to the the conveyancing work for all properties transferred out of Zolo Props related to this project to the extent that Freedom decides to sell any properties comprising Gevonden. Management intends concluding a service level agreement with Griesel and Associates shortly after listing.

5.15.5 Share trading restrictions All vendors are restricted in terms of the amount of Freedom shares that can be traded as set out in Annexure 18.

5.16 Elm Drive (Residential Rental Properties)

5.16.1 Overview Elm Drive is an existing residential dwelling situated on Elm Drive Sandton, Gauteng Province. Elm Drive is located close to major businesses and head offices in Sandton and according to management the property has massive potential. Elm Drive comprises of a 3 966m2 stand in a highly sought after suburb containing a house of over 600m2. Although the property is zoned “residential” management believes there is potential to get business rights and make this an upmarket head office.

5.16.2 Project opportunity The Elm Drive project involves the development of 2 379m2 of office space on 3 966m2 of land. • The Elm Drive project, as it currently stands with the existing rights that are in place, has been valued at R9 900 000 by the independent property valuer.

56 • Freedom will retain the Elm Drive project as an income generating commercial property asset with a GLA of 2,379m2. • Financial Highlights Elm Drive Number of units 1 Average size per unit (m²) 3 966 Average selling price/unit (vat inclusive) n/a Average selling price/m² (vat inclusive) n/a Total m² under construction 2 379 Total construction cost/m² (excluding Land cost) (R) 6 300 Rental rate per m² (R) 180 Yield 17% Total development cost (R) 27 272 480 Land cost (R) 12 000 000 Infrastructure cost (R) 3 092 000 Construction cost (R) 11 895 000 Professional fees and NHBRC (R) 285 480

5.16.3 Acquisition Overview In terms of the acquisition agreement concluded on 24 August 2013 and addenda thereto, the entire share capital and loan accounts of Bilko Investments, which owns the Elm Drive property, was acquired by Freedom for an amount of R12 000 000 from Izak Johannes Botha (Identity number 4905105062083) and Luzelle Joubert Botha (Identity number 7108100067085) (the vendors). Pursuant to the acquisition Bilko Investments became a wholly owned subsidiary of Freedom. The acquisition consideration is to be settled by way of 12 000 000 Freedom shares being allotted and issued to the vendors as follows: • 6 000 000 Freedom shares for R1.00 each. • 6 000 000 Freedom shares for R1.00 each, as guarantee shares as detailed below in paragraph 5.16.4 below. Bilko Investments is being acquired to secure ownership and control over the underlying investment property, which consists of Elm Drive. The assets and liabilities which are not being taken over as part of the acquisition are set out in Annexure 6, Note 16 of this pre-listing statement. All conditions precedent to the transaction have been fulfilled and transfer of the shares took place on 27 May 2014. Warranties commonly provided for a transaction of this nature have been provided by the vendor.

5.16.4 Guarantee shares As noted above, the guarantee shares are being issued to certain vendors as share price protection in lieu of cash considerations which had previously been negotiated as part of the acquisition agreements. The issue of guarantee shares has enabled Freedom to conclude the Elm Drive acquisition without having to raise further funding for a cash portion. This has ensured that the Company can list with a largely ungeared balance sheet and Freedom is in a position to raise further funding to apply to developing the Freedom projects. In terms of the acquisition agreement concluded on 24 August 2013, 6 000 000 guarantee shares are being issued to Izak Johannes Botha (Identity number 4905105062083) and Luzelle Joubert Botha (Identity number 7108100067085), who have given Freedom a special power of attorney to nominate any person whom the Company deems suitable to sell off the guarantee shares for cash on behalf of the vendors over a twelve-month period.

57 If on the first anniversary of the listing date, the VWAP of the guarantee shares traded for cash is less than R1.00 (“Reference price”) (i.e. that on average the sale of the guarantee shares is less than R1.00), Freedom will pay these guaranteed vendors an amount calculated in accordance with the following formula (“Purchase Price Top Up”): P = 5 000 000 x (RP – V) Where P = Purchase Price Top Up RP = the Reference Price; and V = the VWAP If a Purchase Price Top Up is payable to the vendors, it will make payments in monthly cash instalments of R100 000 commencing at the end of the month in which the first anniversary of the listing date occurs.

5.16.5 Special conditions None.

5.16.6 Share trading restrictions All vendors are restricted in terms of the amount of Freedom shares that can be traded as set out in Annexure 18. These do not apply to the guarantee shares which are governed by their own provisions, as set out above in paragraph 5.16.4.

5.17 Miami Village (Residential Sale Properties)

5.17.1 Overview The Miami Village project is situated adjacent to Shelley Point in the St Helena Bay area in the Western Cape Province. The Lampiesbaai Township is fully developed and many stands have already been sold. The project is made up of 261 opportunities, consisting of 164 full title serviced stands and 97 sectional, bulk serviced stands. The site has a gentle slope towards the West, making it suitable for development.

5.17.2 Project opportunity • The plan for the Miami Village project is the development of 261 residential opportunities, consisting of 164 full title freehold stands of 500m2 each and 97 sectional title stands of 180m2 in extent. • In terms of Freedom’s strategy, these residential stands will be serviced and sold and not retained for rental purposes. The 164 full title units are serviced and ready to be marketed. The demand in the area is currently higher for serviced residential stands than completed units. The 97 sectional title stands have services available and, based, according to management, on the demand for retirement housing in the area becoming increasingly popular, these opportunities are planned for the retirement market. • This portion of the Miami Village project, as it currently stands with existing rights, has been valued in aggregate at R30 000 000 by the independent property valuer. • Financial highlights Miami Village (Residential Sale Properties) Number of units 261 Average size/unit 293.08 Average Selling price/unit (vat inclusive) (R) 338 512 Average Selling price/m² (vat inclusive) (R) 1 155 Total m² under construction 76 495 Average number of units to be sold per year 65 Average cost/unit (R) 31 628 Total area (ha/m²) 804 Average land cost per (ha/m²) (R) 1 866 Average land cost price/ opportunity (R) 5 747 Average infrastructure Cost/ Unit (R) 25 881

58 5.17.3 Acquisition overview Tower Sky Properties, a wholly owned subsidiary of Freedom, acquired Miami Village for an aggregate amount of R21 000 000 in terms of an agreement concluded with Miami Village (the vendor) on 29 August 2013 for R21 000 000. The purchase price for the property is being settled by the allotment and issue of 21 000 000 Freedom shares to the vendor for R1.00 each. An amount equal to the value of the purchase price settled by Freedom on Tower Sky Properties’ behalf shall remain owing by Tower Sky Properties to Freedom on shareholder loan account. All conditions precedent to the transaction have been fulfilled. In addition to the above, Freedom concluded a referral agreement with the Basket Trust on 23 September 2013 and the addendum thereto on 1 November 2013, pursuant to which: • 3 000 000 Freedom shares have been allocated to the Basket Trust as a commission for facilitating and securing the acquisition outlined above; and • 315 000 Freedom shares have been issued to the Basket Trust as a referral fee for introducing the Miami Village acquisition to Freedom, thus bringing the effective acquisition cost, before other allocated expenses and listing costs to R24 315 000, which, in turn, translates to an effective cost of 81% relative to the independent valuation (i.e., R30 000 000) of the property. All conditions precedent to the transaction have been fulfilled and transfer of the property took place on 27 May 2014. Warranties commonly provided for share sale transactions of this nature have been provided by the vendor.

5.17.4 Special conditions Seabreeze Tower Properties or its nominee have been granted, in terms of an agreement entered into on 15 October 2013, a right of first refusal to project manage the development, in terms of which they will be offered the first opportunity to develop the project on such terms as Freedom may offer (which, if Freedom has received an offer from a third party developer with which it wishes to proceed, may be no less favourable than the terms offered by such third party offer). Seabreeze Tower Properties will have 60 days to accept the offer, and if it accepts the offer its right to develop is subject to the conclusion of a development management agreement and/ or development agreement on terms satisfactory to Tower Sky Properties. Griesel and Associates has been appointed to attend to the conveyancing work for all properties transferred out of Tower Sky Properties related to this project. Management intend to conclude a service level agreement with Griesel and Associates shortly after listing.

5.17.5 Share trading restrictions The vendor is restricted in terms of the amount of shares that can be traded as set out in Annexure 18 of this pre-listing statement.

5.18 Langebaan Beach (Residential Sale Properties)

5.18.1 Overview The Langebaan Beach Resort is a mixed land use development located in Langebaan, Western Cape Province. It makes provision for a variety of residential unit types as well as commercial and institutional uses. The development is divided into nine phases of which one and two have been surveyed and are ready for market whilst three to nine have been approved in terms of section 25 of the Land Use Planning Ordinance. Provision has been made for bulk services contributions and installations on all the phases. According to management, Langebaan is a popular vacation destination and is well situated within close proximity to business and commercial activities as well as the beachfront.

59 5.18.2 Project opportunity • The Langebaan Beach project is a mixed use development consisting of 312 022m2 of zoned residential land, 426 982m2 of un-zoned residential land, 8 063m2 of land zoned for commercial use and 21 688m2 for institutional use. • The Langebaan Beach project has been acquired by Freedom for development and sale of serviced erven (i.e. whilst Management intend to hold onto a number of the serviced erven with a view of developing rental stock in the long term, a number of the erven will be sold off in the short and medium term to assist with the funding and cash flow requirements of Freedom). • The Langebaan Beach project, as it currently stands with existing rights, has been valued at R108 000 000 by the independent property valuer. • In terms of Freedom’s strategy, the development of Langebaan Beach will commence in 2014. • Financial highlights Langebaan Beach Number of units/Erven 1 527 Average size/Erven 492 Average selling price/Erven (vat inclusive) (R) 505 142 Average selling price/m² (vat inclusive) (R) 1 027 Total m² under construction 751 284 Average number of units to be sold per year 153 Average cost/unit (R) 140 450 Average land cost price/opportunity (R) 44 532 Average infrastructure cost/unit (R) 88 749 Average professional fees/unit (R) 1 513 Average professional fees/m² (R) 3

5.18.3 Acquisition overview In terms of the acquisition agreement concluded on 3 September 2013 with the Nuweveld Trust (the vendor), Apple Way Props, a wholly owned subsidiary of Freedom, acquired all of the shares representing 100% of the issued share capital of Ligitprops 184, which owns Langebaan Beach for an amount of R46 000 000. The purchase price is being settled by the allotment and issue of 46 000 000 Freedom shares to the vendor for R1.00 each. An amount equal to the value of the purchase price settled by Freedom on Apple Way Props’ behalf shall remain owing by Apple Way Props to Freedom on shareholder loan account. In addition to the above, Freedom entered into: • a referral agreement with the Basket Trust on 23 September 2013 and the addendum thereto dated 1 November 2013, pursuant to which 22 000 000 Freedom shares have been issued to the Basket Trust as a commission for facilitating, and securing, the acquisition of the shares in Ligitprops 184; and • a referral agreement with Mr Des Kruis (Identity number 5802125050082) on 12 April 2013 pursuant to which 690 000 Freedom shares have been issued to Mr Des Kruis as a referral fee for introducing the acquisition opportunity of Langebaan Beach to Freedom, thus bringing the effective acquisition cost, before other allocated expenses and listing costs to R68 690 000, which, in turn, translates to an effective cost of 64% relative to the independent valuation (i.e. R108 000 000) of the property. Ligitprops 184 is being acquired to secure ownership and control over the underlying investment property, which consists of Langebaan Beach. The assets and liabilities which are not being taken over as part of the acquisition are set out in Annexure 6, Note 7 of this pre-listing statement. All conditions precedent to the transaction have been fulfilled and transfer of the shares took place on 1 March 2014. Warranties commonly provided for share sale transactions of this nature have been provided by the vendor.

60 5.18.4 Special conditions Seabreeze Tower Properties or its nominee have been granted, in terms of an agreement entered into on 15 October 2013, a right of first refusal to project manage the development, in terms of which they will be offered the first opportunity to develop the project on such terms as Freedom may offer (which, if Freedom has received an offer from a third party developer with which it wishes to proceed, may be no less favourable than the terms offered by such third party offer). Seabreeze Tower Properties will have 60 days to accept the offer, and if it accepts the offer its right to develop is subject to the conclusion of a development management agreement and/or development agreement on terms satisfactory to Apple Way Props. Griesel and Associates has been appointed to attend to the conveyancing work for all properties transferred out of the Apple Way Props related to this project. Management intend to conclude a service level agreement with Griesel and Associates shortly after listing. The vendor, Nuweveld Trust, has disclosed that it is aware of a pending litigation matter with a buyer of one of the Langebaan Beach properties, as well as the existence of a tax liability. The vendor accepts recourse for both of these potential liabilities in terms of the agreement. Provisions for these liabilities totalling R4 000 000 have been disclosed in the pro forma financial statements of Ligitprops 184, as set out in Annexure 6, Note 7 of this pre-listing statement.

5.18.5 Share trading restrictions The vendor is restricted in terms of the amount of Freedom shares that can be traded as set out in Annexure 18 of this pre-listing statement.

6. DISPOSALS No property has been disposed of by the Company since its incorporation in 2012 and the Company does not intend disposing of any property in the first twelve months after listing, save as otherwise provided for in this pre-listing statement, including the Residential Sale Properties, which are part of the following Freedom projects, as set out in paragraph 5: • Langebaan Beach; and • Miami Village. The vendors of Langebaan Beach, Tubatse Homes and Kadoma Investments as property developers have disposed of properties in the normal course of business over the past three years. These properties did not form part of the acquisitions concluded by Freedom.

61 PART B – DIRECTORS AND SENIOR MANAGEMENT

7. directors’ details The full names, ages, qualifications, business addresses and functions of the directors, who are all South Africa citizens, are set out below: Name Business address Function Patrick Ernest Burton (61) 1 Becker Road, Philippi Independent, Non-Executive BCom (Hons), PG Dip Tax Cape Town, 7785 Chairman Nagendra Tyrone Govender (43) 6 Villa La Vita, 58 Chester Rd Chief Executive Officer BCom Bryanston, 2195 Richard Denis Eaton (63) 5th Floor, MSC House Chief Financial Officer CA(SA) 1 Mediterranean Street Foreshore, Cape Town, 8001 Sean Barry Rule (35) 75 Pretoria Avenue, Athol Non-Executive Director B.Bus.Sci Sandton, 2196 William Henry Rule (64) 3 Edgemere Close, Elfindale Non-Executive Director Cape Town, 7945 Boetie Moses Molefi (55) Ground Floor Harrow Court III Independent Non-Executive Isle of Houghton, corner Boundary Director and Carse ‘O Gawrie, Parktown 2193 Wayne Brian Stocks (37) 6 Selbourne Road, Claremont Independent Non-Executive CA(SA) Cape Town, 7708 Director Nagendra Tyrone Govender is the sole director for each of the subsidiaries within the Freedom group as set out in Annexure 1. Freedom group has not entered in any limited partnerships to perform activities outside the Freedom group.

8. directors’ abridged curriculum vitae

8.1 Patrick Ernest Burton (Patrick) – Independent, Non-Executive Chairman Patrick’s experience as a director includes executive, non-executive and Chairmanship positions in the fishing, financial services and insurance industries for companies such as PSG Group Limited, Safrican Insurance Company Limited and Johnnic Holdings Limited. He also served as member of various Audit Committees for both listed and unlisted companies. Through these various appointments Patrick brings a wealth of fiduciary experience to the board of Freedom. Patrick was also one of the founding members of Siphumelele Investments, a pioneering black economic empowered company established in 1995, with a shareholder base representing in excess of 150 000 black people.

8.2 Nagendra Tyrone Govender (Tyrone) – Chief Executive Officer Tyrone has over 18 years of commercial and listed property experience. He left Growthpoint in 2009 to pursue his own business interests. He is a previous Executive Director of Growthpoint, the JSE’s largest1-listed property fund, by market capitalisation where he was responsible for a portfolio of over R8 billion and some of South Africa’s largest corporate property transactions. He was previously Executive Director of Metboard Properties Limited, a property loan stock company listed on the JSE, prior to implementing the Scheme of Arrangement with Growthpoint. Prior to joining Growthpaint, Tyrone was an Executive at Investec Property Group, a division of Investec Bank Limited, responsible for Asset Management of the Industrial Portfolios and part of the original Executive team when Growthpoint became independent from Investec. Prior to joining Investec Tyrone was at JHI Real Estate, responsible for the Asset Management role of two property unit trusts listed on the JSE, namely, Capital and Centrecity Property Funds.

1 Source: Infinancials

62 8.3 Richard Denis Eaton (Richard) – Chief Financial Officer Richard qualified as a Chartered Accountant in 1976 and was a Partner in RSM Betty & Dickson (Johannesburg) from 1977 to his retirement from practice in 2006. He specialised in management consulting to various international corporations and the motor industry. He was also instrumental in the formation of the financial services arm of RSM Betty & Dickson (Johannesburg).

8.4 Sean Barry Rule (Sean) Sean is the founder of Oriana Capital and an experienced investment banker, the vast majority of which was in Mergers & Acquisitions with Standard Bank. He has an extensive network in the banking and finance fields, and has been part of the execution teams for many of South Africa’s landmark M&A transactions, both local and cross-border, having advised on approximately R75 billion worth of corporate transactions.

8.5 William Henry Rule (Billy) Billy has extensive experience as a director in the financial services, food services, retail and industrial industries. His previous directorships include PSG Group Limited, PSG Investment Bank, Spur Corporation Limited, Diskom Stores and Reall Cosmetics. Billy was also one of the founding members of Siphumelele Investments, a pioneering black economic empowered company established in 1995, with a shareholder base representing in excess of 150 000 black people.

8.6 Boetie Moses Molefi (Moss) Moss established Molefi Properties in 2005 and has been instrumental in securing and implementing a number of successful property developments, including the Chris Hani Mall shopping complex in Vosloorus with McCormick Property Development and Longwalk Properties. Prior to establishing Molefi Properties, Moss had extensive experience in the property and construction industries having served as Managing Director of Nare Construction Proprietary Limited, one of the largest black owned and managed construction companies in South Africa, Vice-President of South African Residential Developers Association (SARDA), Vice Chairman of Gauteng’s Provincial Housing Board (GPHB) and a member of Anglo American’s Land Committee. Moss was previously the Executive Chairman of Imbokodvo Lemablabala Holding which holds a 13.2% shareholding in Siqhubeka Forestry. Moss has held board positions on Mondi SA Limited and the Fukamela Incubator Fund. Moss has completed the Property Development Programme of the South African Property Owners Association (SAPOA), the Anglovaal Executive Development Programme (EDP) at UCT and the Negotiation Dynamics Programme (NDP) at Wits Business School.

8.7 Wayne Brian Stocks (Wayne) Wayne is a registered Chartered Accountant. He previously held several finance and commercial positions in BHP Billiton in London and the USA, and was the Senior Finance Analyst for Petroleum and Gas Exploration and Business Development globally. This role included setting up and closing operations in Brazil, South Africa, Gabon and Angola. He previously worked independently with Sun International on prospective developments. He has served as a financial director for one of the Middle East Master Developers based in Dubai, managing a property development portfolio in excess of US$5 Billion. He also headed the African business of a Russian – South African private equity and advisory organisation that specialises in mining and resource investments and advisory services. His current directorships include a Venture Capital firm, a company with banking, insurance and micro-lending interests in Botswana and a USA based company currently developing a gas-to-liquids (GTL) plant in Texas.

9. Qualifications, remuneration and borrowing powers of directors The relevant provisions of the memorandum of incorporation governing the qualification, remuneration and borrowing powers of directors of Freedom are set out in Annexure 13 of this pre-listing statement. The memorandum of incorporation does not contain any provision for retirement of directors based on an age limit.

63 The directors’ borrowing powers have never been exceeded in any of the companies in the Freedom group. All the directors of Freedom have submitted duly completed directors’ declarations to the JSE in compliance with Schedule 21 of the Listings Requirements. None of the directors, other than the disclosure for Richard Eaton who was involved in certain companies placed into provisional and voluntary liquidation, as set out in Annexure 12, have: • been a director of a company that has been put into liquidation or been placed under business rescue proceedings or has had an administrator or other executor appointed during the period when he was (or within the preceding 12 months had been) one of its directors, or alternate directors or equivalent position; • either themselves or any company of which he was a director or an alternate director or officer at the time of the offence, been convicted in any jurisdiction of any criminal offence, or an offence under legislation relating to the Companies Act; • been removed from an office of trust, on grounds of misconduct, involving dishonesty; • been disqualified by a court from acting as a director of the company, or from acting in management or conduct of the affairs of any company; • been appointed as a director of a company listed on the JSE’s Alternative Exchange; • been convicted of an offence resulting from dishonesty, fraud, theft, perjury, misrepresentation or embezzlement; • been adjudged bankrupt or sequestrated in any jurisdiction; • been a party to a scheme of arrangement or made any other form of compromise with his creditors; • been found guilty in disciplinary proceedings, by an employer or regulatory body, due to dishonest activities; • had any court grant an order declaring him to be a delinquent or placed such director under probation in terms of section 162 of the Companies Act and/or 47 of the Close Corporations Act, 1984 (Act No. 69 of 1984) of South Africa; • been barred from entry into any profession or occupation; • been convicted in any jurisdiction of any criminal offence, or an offence under legislation relating to the Companies Act; • has received any official public criticisms by any statutory or regulatory authorities (including recognised professional bodies); • entered into any compulsory liquidations, administrations or partnership voluntary arrangements of any partnerships where such person is or was a partner at the time of or within the 12 months preceding such event; or • entered into receiverships of any asset(s) of such person or of a partnership of which the person is or was a partner at the time of, or within the 12 months preceding, such event.

10. Remuneration of directors • No director had received any remuneration from Freedom prior to the date of issue of this pre-listing statement. • It is anticipated that the directors’ remuneration for the 12 months ending 28 February 2015 will be as follows:

64 Other performance- related Board Committee Basic Salary Bonus benefits Retainer meetings Fees Total

Executive Nagendra Tyrone Govender R900 000 – Note 4 – – – R900 000 Richard Denis Eaton R600 000 – Note 4 – – – R600 000

Non-executive(1)

Patrick Ernest Burton – – – R180 000 R30 000 R10 000 R220 000 Boetie Moses Molefi – – – R180 000 R30 000 R10 000 R220 000 William Henry Rule – – – R180 000 R30 000 R10 000 R220 000 Sean Barry Rule – – – R180 000 R30 000 R5 000 R215 000 Wayne Brian Stocks – – – R180 000 R30 000 R5 000 R215 000

Total R1 500 000 – – R900 000 R150 000 R40 000 R2 590 000

Notes: 1. The remuneration of the non-executive directors will be limited to the reimbursement of the reasonable expenses incurred by such directors for the purposes of attending board meetings and/or market-related directors’ fees. 2. The estimated remuneration receivable by directors will not be varied as a consequence of the listing. 3. Freedom has entered into employment contracts with Nagendra Tyrone Govender and Richard Denis Eaton. 4. No share options or any other right has been given to a director of the Company in respect of providing a right to subscribe for shares in the Company.

11. Loans to directors As at the last practicable date, no loans have been made nor has any security been furnished by the Freedom group to or for the benefit of any director or associate of any director.

12. Payments to directors No consulting, technical, or other fees, directly or indirectly, have been paid to any directors of the Company. There are no options or any other rights given which have had the same or a similar effect in respect of providing a right to subscribe for shares, neither have any shares been issued to directors in terms of a purchase or option scheme for employees, save for the promoters’ interests set out in Annexure 16 of this pre-listing statement. At the date of this pre-listing statement, no payment had been made to any director or any company in which any director is directly or indirectly interested or of which any director is a director (“the associate company”) or to any partnership, syndicate or other association of which any director is a member (“the associate entity”) in cash, securities or otherwise by any person either to induce any director to become or qualify as a director, or otherwise for services rendered by any director or such associate company or associate entity in connection with the formation or promotion of the Company. No amounts have been paid by Freedom to third parties in lieu of directors’ fees.

65 13. directors’ interests in shares As at the date of this pre-listing statement, 18% of Freedom’s share capital, was held in aggregate by the directors and their associates, as set out below: Beneficial Direct Indirect Total Total Executive Nagendra Tyrone Govender 14 500 000 – 14 500 000 1.4% Richard Denis Eaton – – – – Non-executive Patrick Ernest Burton – – – – Boetie Moses Molefi – – – – William Henry Rule – – – – Sean Barry Rule – 20 600 000 20 600 000 2.0% Wayne Brian Stocks – – – – Total 14 500 000 20 600 000 35 100 000 3.4%

Notes: 1. The above figures include the director’s interest in Freedom shares as set out in the promoters’ interests in Annexure 16 of this pre-listing statement. 2. None of the directors held any beneficial interest in Freedom at the end of the financial year ended 28 February 2013. The above beneficial interests have all been allocated and allotted in the current financial year. The aggregate interests of directors and their associates in Freedom shares on listing date will be as follows: Beneficial Direct Indirect Total Total Executive Nagendra Tyrone Govender 14 500 000 – 14 500 000 1.4% Richard Denis Eaton – – – – Non-executive Patrick Ernest Burton – – – – Boetie Moses Molefi – – – – William Henry Rule – – – – Sean Barry Rule – 20 600 000 20 600 000 2.0% Wayne Brian Stocks – – – – Total 14 500 000 20 600 000 35 100 000 3.4%

Note: 1. The above figures include the director’s interest in Freedom shares as set out in the promoters’ interests in Annexure 16 of this pre-listing statement.

14. directors’ interests in transactions Other than Nagendra Tyrone Govender and Sean Barry Rule, who have a material beneficial interest, either direct or indirect, in the promotion of the Company, as set out in Annexure 16 of this pre-listing statement: • no director has or had any interest, directly or indirectly, in any transaction which is, or was, material to the business of Freedom and which was effected by Freedom during the current financial year or in any previous financial year which remains in any respect outstanding or unperformed; and • no consideration was paid, or agreed to be paid, by any person to induce a director to become a director, or to qualify as a director, or for services rendered by the director or by a company, partnership, syndicate or other association in which the director is beneficially interested, or of which the director is a director or member (as the case may be) in connection with the promotion or formation of the Company.

66 15. directors’ service contracts Service contracts between Freedom and the executive directors, namely Nagendra Tyrone Govender and Richard Denis Eaton, are available for inspection, as set out in paragraph 34 of this pre-listing statement. The salient terms of these agreements are set out in Annexure 21. The terms of office for non-executive directors is governed by the Company’s memorandum of incorporation as set out in Annexure 13, paragraph 9.2.

16. Other directorships held by directors Annexure 12 of this pre-listing statement sets out the names of all companies and partnerships of which the directors are or have been either directors or partners of in the past ten years.

17. DIRECTORS’ RESPONSIBILITY STATEMENT The directors, whose names are set out in paragraph 7 of this pre-listing statement, collectively and individually, accept full responsibility for the accuracy of information given and certify that, to the best of their knowledge and belief, there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that this pre-listing statement contains all information required by law and the Listing Requirements.

67 PART C – CAPITAL STRUCTURE AND VOTING RIGHTS

18. STATED CAPITAL

18.1 Authorised and issued stated capital The authorised and issued stated capital of Freedom as at the last practicable date is set out below: R’000 Authorised share capital 10 000 000 000 ordinary shares with no par value – Issued share capital 1 027 029 031 ordinary shares with no par value 864 730 Total 864 730

The authorised and issued stated capital after the listing is set out below: R’000 Authorised share capital 10 000 000 000 ordinary shares with no par value – Issued share capital 1 027 029 031 ordinary shares with no par value 864 730 Total 864 730

Notes: 1. All the authorised and issued ordinary shares are of the same class and rank pari passu in every respect. 2. No Freedom share repurchases have been undertaken by Freedom or any its subsidiaries during the three years preceding the date of issue of this pre-listing statement, other than the repurchase of shares from PDF Trust and Arrow Equity as disclosed in Annexure 20 3. There are no other classes of shares listed on the JSE. 4. No securities of the same class are issued or are to be issued simultaneously with the issue of securities for which application is being made.

18.2 Alterations to stated capital and ordinary shares issued in the preceding three years As at the last practicable date, the allotment and issue of Freedom shares that have or will have occurred prior to listing are set out in Annexure 20 of this pre-listing statement. No offer has been made to the public for the subscription or the sale of Freedom shares in the Company during the three years preceding the last practicable date. Other than the repurchase of Freedom shares from the PDF Trust and Arrow Equity as set out in Annexure 20 of this pre-listing statement, there have been no sub-divisions, consolidations or repurchases by Freedom during the three years preceding the date of issue of this pre-listing statement.

18.3 Variations of rights attaching to the Freedom shares In accordance with the memorandum of incorporation, any variation in rights attaching to Freedom shares will require the consent of the shareholders by way of a special resolution, details of which are set out in Annexure 13 of this pre-listing statement.

18.4 Voting rights In accordance with the memorandum of incorporation, during any vote at any meeting of the Company: • the holders of Freedom shares will have the voting rights as specified in the Companies Act. A person who is entitled to more than one vote need not cast all his votes, nor cast them in the same manner. Votes will be counted by a show of hands unless a poll is demanded; and

68 • on a poll any person who is present at the meeting, whether as a shareholder or as proxy for a shareholder, has the number of votes determined in accordance with the voting rights associated with the Freedom shares held by that shareholder.

18.5 Authorisation relating to the Freedom shares In terms of a resolution by shareholders, the board was authorised on 24 October 2013: • as general authority, to allot and issue all authorised but unissued Freedom shares constituting up to 10% of the Freedom shares in issue, upon such terms and conditions and to such persons as they in their discretion may determine, subject to the restrictions of the Companies Act and the Listings Requirements; • by way of general authority, to repurchase securities issued by the Company on such terms and conditions as may be determined by them, subject to the restrictions on the Companies Act and the Listings Requirements; and • to issue options and shares in respect of such options in terms of the General Option Scheme, as set out in Annexure 17 of this pre-listing statement. The aggregate number of Freedom shares that may be utilised for the General Option Scheme will be 50 000 000 Freedom shares.

18.6 Major and controlling shareholders Prior to the acquisition agreements becoming effective as set out in paragraph 5, PDF Trust was the majority and controlling shareholder in Freedom. As a result of the Freedom shares issued to vendors in terms of the acquisition agreements, prior to the listing date, Freedom will not have a controlling shareholder. Freedom shareholders who are expected to hold more than 5% in the stated capital of the Company immediately after the listing are set out below: Number of Shareholder Role shares held Total held The Christo La Grange Familie Trust1 Vendor 180 970 000 17.62% The PDF Trust2 Promoter pool 144 953 649 14.11% The Lafras Joubert Familie Trust1 Vendor 79 550 000 7.75% Magnolia Ridge Properties Proprietary Limited1 Vendor 70 000 000 6.82% Other Vendor and other 551 555 382 53.70% Total issue 1 027 029 031 100.00%

Notes: 1. See Annexure 11 for beneficial shareholders. 2. See Annexure 16 for beneficial interests. No Freedom share repurchases have been undertaken by Freedom or any its subsidiaries during the three years preceding the date of issue of this pre-listing statement, other than the repurchase of shares from PDF Trust and Arrow Equity as disclosed in Annexure 20.

18.7 Options or preferential rights in respect of the Freedom shares Other than the General Option Scheme as set out in Annexure 17, there are no contracts or arrangements, either actual or proposed, whereby any option or preferential right of any kind has been given or will be given to any person to subscribe for Freedom shares.

18.8 Listing on securities exchanges Freedom has achieved a spread of public shareholders acceptable to the JSE, being a minimum of 300 public shareholders holding not less than 20% of the issued share capital of the Company. None of the Freedom shares are listed on any other securities exchange, nor is it intended at this stage to apply for a listing of Freedom shares on any other securities exchange.

69 PART D – FINANCIAL INFORMATION

19. FORECAST FINANCIAL INFORMATION, HISTORICAL FINANCIAL INFORMATION AND PRO FORMA FINANCIAL INFORMATION

19.1 Forecast financial information The abridged summary for the forecast financial information for the 12 months ending 28 February 2015 is set out below. Full details of Freedom’s forecast financial information for the 12 months ending 28 February 2015, as well as the basis and assumptions used in the preparation of the forecast financial information, are attached as Annexure 4 of this pre-listing statement. The forecast financial information set out below, including the assumptions on which it is based and the financial information from which they have been prepared, are the responsibility of the directors. The independent reporting accountants and auditors’ limited assurance report on the forecast financial information is attached as Annexure 5 of this pre-listing statement. Forecast for the year ending 28 February R 2015 Revenue – investment property income 21 189 672 Revenue – development property 11 311 895 Cost of sales (3 865 972) Total gross profit 28 635 595 Development property expenses (97 980) Administrative expenses and corporate costs (8 483 130) Profit from operations 20 054 485 Finance costs (1 762 932) Profit before taxation 18 291 553 Taxation (5 088 605) Total comprehensive income 13 202 948 Headline earnings reconciliation: Total comprehensive income 13 202 948 Headline earnings 13 202 948 Distributable earnings 13 202 948 Shares in issue and to be issued 1 027 029 031 Weighted average number of shares in issue 1 027 029 031 Earnings per share (in cents) 1.29 Headline earnings per share (in cents) 1.29 Diluted earnings per share (in cents) 1.29 Diluted headline earnings per share (in cents) 1.29 Distribution per share (in cents) –

19.2 Abridged pro forma statement of financial position This pro forma statement of the financial position is the responsibility of the Freedom directors and has been prepared to reflect the financial position of Freedom following the acquisitions and the listing. The pro forma statement of financial position has been prepared for illustrative purposes

70 only and because of its nature may not fairly represent Freedom’s financial position post the listing of Freedom. This abridged pro forma statement of financial position has been prepared using accounting policies that comply with IFRS and that are consistent with those applied in the audited financial statements of Freedom for the six months ended 31 August 2013, as set out in Annexure 8 of this pre-listing statement. Detailed notes to the pro forma statement of financial position are also set out in Annexure 6. The independent reporting accountants and auditors’ limited assurance report on the pro forma statement of financial position is attached as Annexure 7 of this pre-listing statement. Set out below is an extract of the pro forma statement of financial position as at 31 August 2013 as if the acquisitions had taken place at 31 August 2013. Freedom Portfolio Pro forma Audited Purchase After R R R ASSETS Non-current assets – 1 423 515 000 1 423 515 000 Investment property – 1 423 515 000 1 423 515 000 Current assets 15 188 120 354 478 120 369 666 Inventories – 97 474 437 97 474 437 Trade and other receivables 15 188 22 637 325 22 652 513 Cash and cash equivalents – 242 716 242 716 Total assets 15 188 1 543 869 478 1 543 884 666 EQUITY AND LIABILITIES Equity 13 650 1 383 993 880 1 384 007 530 Stated capital 15 000 874 658 080 874 673 080 Retained income (12 896 350) 509 335 800 496 439 450 Share-based payment reserve 12 895 000 – 12 895 000 Liabilities Non-current liabilities 1 100 147 080 742 147 081 842 Shareholders’ loans 1 100 (1 100) - Commercial term loan – 22 000 000 22 000 000 Development bond – 6 000 000 6 000 000 Deferred tax – 119 081 842 119 081 842 Current liabilities 438 12 794 856 12 795 294 Trade and other payables – 8 279 116 8 279 116 Bank 438 4 515 740 4 516 178 Total equity and liabilities 15 188 1 543 869 478 1 543 884 666 Total shares in issue 1 027 029 031 NAV per share (cents) 134.76

19.3 Historical financial information The audited historical financial information of Freedom for the six months ending 31 August 2013 and the year ending 28 February 2013, as well as the independent reporting accountants and auditors’ report thereon, are set out in Annexure 8 and Annexure 9 of this pre-listing statement, respectively.

71 20. DIVIDENDS AND DISTRIBUTIONS Freedom has not declared any dividends to date. The directors do not intend to declare dividends in the foreseeable future. The rationale is to use all available capital for development of the Freedom portfolio for a period of at least 36 months. The dividend policy of Freedom will thereafter be reviewed in terms of the market expectations and the strategic intentions of Freedom. Any distributions remaining unclaimed for a period of three years from the declaration date thereof may be forfeited by resolution of the directors in accordance with the laws of prescription. There are no arrangements in terms of which future dividends or interest distributions are waived or agreed to be waived, save for the special conditions contained in paragraph 5.2.5, whereby Freedom will not distribute any dividends until such time as the Purchase Price Top Up has been paid.

21. ADVANCES AND BORROWINGS Freedom raised a 5-year term loan of R22 000 000 to settle the mortgage bond of R22 000 000 over the Stellenbosch Industrial property, as detailed in paragraph 5.3.3 and Annexure 6 of this pre-listing statement and also incurred additional borrowings of approximately R10 000 000 in order to settle listing and formation expenses. As at the last practicable date, other than the afore-mentioned, the Freedom group does not have any material loans receivable or borrowings outstanding. The salient terms of these facilities is reflected in the tables below: Nedbank mortgage bond Name of lender Nedbank Limited Amount R22 million Rate of interest Prime rate less 0.5% First continuing covering mortgage bond of R30 million over the properties known as Erf 15719 Stellenbosch Security and Erf 1196 Steelpoort Repayment terms Payable over 120 months Financing of repayment obligations To be paid out of operational cash flow

Nedbank overdraft facility Name of lender Nedbank Limited Amount R10 million Rate of interest Prime rate First continuing covering mortgage bond of R30 million over the properties known as Erf 15719 Stellenbosch Security and Erf 1196 Steelpoort Repayment terms General short-term banking facility Financing of repayment obligations To be paid out of operational cash flow

As at the last practicable date, Freedom does not have any off-balance sheet funding commitments. Freedom will not borrow money in excess of 30% of the asset value of the Freedom portfolio for a period of thirty-six months from date of listing or until such time as the Purchase Price Top Up referred to in paragraph 5.2.5 has been paid or secured. Future funding for property development will be sourced from commercial banks and will be secured in the market on a business case basis, on each individual development evaluated on its respective merits. Furthermore Freedom, being largely unencumbered and ungeared as at listing date, will be in a sound position to provide a meaningful level of security to potential lenders. Material inter-company transactions and balances, deriving from shareholders loans granted by Freedom to the relevant Freedom subsidiaries in concluding the acquisitions, are set out in Annexure 1 of this pre-listing statement. These material shareholders loans: • are all unsecured; • are all payable to Freedom;

72 • have no fixed repayment terms; • bear no interest; • have no conversion or redemption rights; and • represent the only material debt in the books of the subsidiaries.

22. MATERIAL CHANGES Save for the information disclosed in this pre-listing statement, there have been no material changes to the financial or trading position or the controlling shareholders of the Freedom group since the last audited financial statements at 28 February 2013 and the last practicable date. Furthermore, there have been no material changes in the trading objects or business of Freedom or its subsidiaries since incorporation other than those set out in this pre-listing statement in respect of the acquisitions.

23. ADEQUACY OF CAPITAL The directors are of the opinion that the working capital available to the Freedom group is adequate for the requirements of the group for a period of at least twelve months from the date of issue of this pre- listing statement. The directors are of the opinion that subsequent to listing: • the Freedom group will be able, in the ordinary course of business, to pay its debts for a period of twelve months from the date of the issue of this pre-listing statement; • the assets of the Freedom group will be in excess of the liabilities of the of the Freedom group for a period of twelve months after the date of the issue of this pre-listing statement; • the share capital and reserves of the Freedom group will be adequate for ordinary business purposes for a period of twelve months after the date of the issue of this pre-listing statement; and • the working capital of the Freedom group will be adequate for ordinary business purposes for a period of twelve months after date of the issue of this pre-listing statement.

24. MATERIAL COMMITMENTS, LEASE PAYMENTS AND CONTINGENT LIABILITIES Save for the transactions detailed in paragraph 5 of this pre-listing statement, there have been no material commitments, lease payments and contingent liabilities of the Company since inception.

73 PART E – ADDITIONAL MATERIAL INFORMATION

25. GOVERNMENT PROTECTION AND INVESTMENT ENCOURAGEMENT LAW There is no government protection or any investment encouragement law applicable pertaining to the Freedom group.

26. LITIGATION STATEMENT There are no legal or arbitration proceedings, including any proceedings that are pending or threatened of which the Freedom group is aware, that may have or have had in the recent past, being the previous 12 months, a material effect on the Freedom group’s financial position.

27. CODE OF CORPORATE PRACTICE AND CONDUCT The board is fully committed to the principles of the Code of Corporate Practices and Conduct as set in King III. The board recognises that it is ultimately responsible for conducting the affairs of the Company with integrity and in accordance with generally accepted corporate practices. The Company’s corporate governance statement is set out in Annexure 14 of this pre-listing statement.

28. MATERIAL CONTRACTS Save for the agreements listed in Annexure 15, the Freedom group has not entered into any other material contract, otherwise than in the ordinary course of business: • within the two years preceding the date of this pre-listing statement; or • at any other time, which contains an obligation for settlement that is material to the Freedom group at the date of this pre-listing statement. The above-mentioned agreements are available for inspection as set out in paragraph 34 of this pre-listing statement.

29. PRELIMINARY EXPENSES Save for the expenses of the listing, as set out in the paragraph below, Freedom has not incurred any preliminary expenses in the three years preceding the date of this pre-listing statement.

30. EXPENSES OF THE LISTING The expenses relating to the listing are estimated to be R17 025 201, excluding VAT, and relate, inter alia, to: Expense Recipient R Corporate advisor 1 Base Capital 438 596 Referral commissions payable to agents1 Agents 6 913 740 Sponsor fees payable PSG Capital 300 000 Valuation fees payable to the independent property valuer JS Bosman 500 000 Valuation fees payable for secondary valuations performed1&2 Willton Valuation Services 210 000 Conveyancing attorneys1 Coertzen Williams 3 070 175 Legal advisor Bowman Gilfillan 2 760 000 Accounting services1 FAL Financial Services Inc. 912 800 Bopa Lesedi Management Project assessment fees1 Consultants 723 158

74 Independent reporting accountants and (R) auditors RSM 400 000 JSE – Listing fees JSE 319 333 JSE – Documenation inspection fees JSE 74 196 Printing fees Ince Proprietary Limited 300 000 Branding fees1 Ryan Terence Daynes of Soulshiver 103 202 R17 025 201

Notes: 1. Expenses settled by way of Freedom shares being issued prior to listing date. 2. Secondary valuations performed on the properties to corroborate the findings of the independent property valuer.

31. COMMISSIONS PAID OR PAYABLE Other than the commissions payable for the acquisitions as set out in paragraph 5 and paragraph 30 above of this pre-listing statement, Freedom has not paid any commissions or considerations other than in the normal course of business since the Company’s incorporation in 2012. No further amount is proposed to be paid to any promoter, other than the executive directors of Freedom and the consulting agreements, for services to be rendered, set out in Annexure 16.

32. ADVISORS’ INTERESTS None of the appointed advisors in their capacity as such, whose names are as set out in the “Corporate Information and Advisors” section of this pre-listing statement, hold or have agreed to acquire shares other than as disclosed herein, see paragraph 30 and Annexure 16 of this pre-listing statement.

33. CONSENTS Each of the corporate advisor, sponsor, legal advisor, independent reporting accountants and auditors, independent property valuer and transfer secretaries have consented in writing to act in the capacities stated, to their names being stated in this pre-listing statement and had not withdrawn such consent prior to the publication of this pre-listing statement. Each of the independent reporting accountants and auditors and the independent property valuer have consented to the inclusion of their respective reports in the form and context in which they are included in this pre-listing statement and had not withdrawn such consent prior to the publication of this pre-listing statement.

34. DOCUMENTATION AVAILABLE FOR INSPECTION The following documents, or copies thereof, will be available for inspection at the registered office of Freedom during normal business hours from the date of issue of this pre-listing statement up to and including Thursday, 12 June 2014: • the material contracts, as set out in Annexure 15 of this pre-listing statement; • the consent letters of the appointed advisors as set out in paragraph 33 above of this pre-listing statement; • the signed independent property valuation reports in respect of each property comprising the property portfolio; • the signed independent property valuation report, as set out in Annexure 3 of this pre-listing statement; • the audited financial statements of Freedom for the financial years ended 28 February 2013, together with all notes, certificates or information required by the Companies Act; • the signed reports by the independent reporting accountants and auditors, the texts of which are set out in Annexure 5, Annexure 7, Annexure 9 and Annexure 10 of this pre-listing statement; • the memoranda of incorporation of Freedom and each of its subsidiaries; and • a signed copy of this pre-listing statement.

75 35. REGULATIONS APPLICABLE TO FREEDOM The Freedom group is subject to various legislation and regulations. Some of the principal laws and regulations which govern the Freedom group are set out below: 35.1 Ownership of land • Ownership in and of land is evidenced by a title deed, which is registered in a Deeds Registry in terms of the Deeds Registries Act. • The Deeds Registries Act regulates administrative matters relating to ownership of land and governs and regulates the processes that ensure the protection and security of land rights. There are various legal mechanisms through which ownership in land and real rights in and to land are transferred from one person to another, the most common of which is by means of a deed of transfer executed or attested by the Registrar of Deeds in terms of the Deeds Registries Act. Examples of real rights in property that can be transferred from one person to another include grants or lease of land lawfully issued by the government, or any other competent authority (leasehold land), personal and praedial servitudes, mortgage bonds, collateral bonds, surety bonds, notarial bonds and notarial leases. 35.1.1 Land registration system The South African system of land registration is premised on the surveying and recordal of all land in a land register, which is ultimately administered by the Chief Registrar of Deeds, appointed and empowered in terms of the Deeds Registries Act and by the Chief Surveyor-General appointed by and empowered in terms of the Land Survey Act No. 8 of 1997. 35.1.2 Protection of property rights • The property registration system is aimed at recording and protecting the ownership of and real rights in and to land within South Africa. Deeds registries have been created in each province in order to record, and give notice to the public, of the ownership of land and rights in and to land. Most Deeds Registries have four land registers: a township register, sectional title register, agricultural holdings register as well as a farm register wherein every property, and its transaction history, within each Deeds Registries jurisdiction is recorded. • The Alienation of Land Act protects land rights by requiring the sale, exchange or donation of land to be contained in a deed of alienation which must be signed by the parties or their agents acting on their written authority for such sale, exchange or donation to be valid. • Property in South Africa is generally transferred by an admitted attorney called a conveyancer, who has passed a specialised conveyancing examination. Only a conveyancer may prepare and sign or execute certain deeds and documents for registration and/or lodgement in the Deeds Registry. 35.1.3 Land acquisition Under South African Law, land may be acquired through various methods, including, but not limited to, prescription, expropriation as well as sale and transfer. Land is generally acquired by means of sale and transfer. The sale of land is governed by the Alienation of Land Act and the transfer of land is regulated by the Deeds Registries Act. 35.1.4 Expropriation • The Constitution provides that property may be expropriated only according to law of general application for a public purpose or in the public interest, but compensation must be paid. It further prescribes circumstances that must be considered in ensuring that the amount of compensation payable, and the time and manner of payment, is just and equitable. • Various government institutions are empowered under the Expropriation Act No. 63 of 1975 and various other statutes to expropriate property in terms of specific processes set out in those statutes.

76 • The Restitution Act provides for the restitution of rights in land to persons or communities who were previously dispossessed of such rights as a result of past racially discriminatory laws or practices. All claims under the Restitution Act had to be lodged by 31 December 1998. The Restitution Act provides the statutory framework for the restitution process. • The Land Claims Court, which is the institution established by the Restitution Act for purposes of administering its functions in terms of the Restitution Act, may make orders, including but not limited to, the restoration of land or any portion of land; the grant to the claimant to an appropriate right in alternative state land; the payment of compensation to the claimant; the inclusion of the claimant as a beneficiary of a state support programme for housing or the allocation and development of rural land or grant of any alternative relief. The Land Claims Court is required to take into account, the feasibility of an order for the restoration of rights to land before making such order. Any restitution claim lies against the state and must be granted by the state. In the unlikely event that the land is expropriated in terms of an expropriation order, the land owner will be entitled to just and equitable compensation. 35.1.5 The landlord and tenant • Lease agreements at common law require a lessor and lessee to conclude a lease agreement by agreeing on the property to be let, the lease period and the obligation to pay rent. The lessor and lessee may agree in writing to include additional clauses for reasons of certainty. In addition, the general principles of contract law also apply to lease agreements. • South African law acknowledges the principle of “huur gaat voor koop” (“lease comes before the sale”), which provides that the right of the lessee to continue to occupy the premises for the agreed duration of the lease will be protected and cannot be interfered with by any successors in title or creditors. The formalities in respect of Leases of Land Act No. 18 of 1969 codifies the principle of “huur gaat voor koop” and provides that a lessee will benefit from the protections offered by the “huur gaat voor koop” principle for a period up to ten years from the commencement of the lease. Where the lessee wishes to have the protections afforded by the principle of “huur gaat voor koop” extended beyond a period of ten years, either the lease must be notarially executed and registered in a Deeds Registry against the title deeds of the leased land in terms of the Deeds Registries Act or the lessee must prove that the creditor or the successor-in-title was aware of the existence of the lease at the time of the giving of the credit or the entry into of the transaction by which he or she obtained the leased land or a real right in respect thereof. • Once a lease is registered, it constitutes immovable property in terms of the Deeds Registries Act and is capable of being mortgaged by the lessee as security for debt in the form of a mortgage bond. Section 14 of the Consumer Protection Act provides that agreements which are entered into for a fixed term may be cancelled by the consumer or the supplier in specific circumstances governed by the provisions of the Consumer Protection Act. This poses a threat to the validity of security taken in the form of mortgage bonds over leases. 35.1.6 Taking Security Over Land • There are various kinds of real security that can be distinguished. The most important distinction is based on the nature of the object of security, namely movable or immovable property. There are four categories of real security: the pledge; mortgage; cession in securitatem debiti; and security granted by operation of law, i.e. liens, statutory security rights, judicial pledge and tacit hypothecs. • Immovable property is mortgaged by means of a registered mortgage bond and in the case of movables, a notarial bond is registered and a limited real right is established without delivery.

77 35.1.7 Land claims Land claims may be made by claimants under the Restitution Act. According to section 1 of the Land Rights Act, persons are entitled to restitution of a right in a land if they were dispossessed of a right in land after 19 June 1913 as a result of past racially discriminatory laws or practices. Land claims had to be lodged with the Land Claims Commission, established in terms of the Restitution Act, by claimants by no later than 31 December 1998. Section 11 of the Restitution Act stipulates that if the Regional Land Claims Commissioner is satisfied that: • the land claim has been lodged in the prescribed manner; • the claimant is entitled to claim under section 2 of the Restitution Act (claimant has not been compensated in another manner, etc.); • the land claim is not frivolous or vexatious, then the Regional Land Claims Commissioner will publish a notice in the Government Gazette and advise the owner of the land of the land claim that has been lodged. The Regional Lands Claims Commissioner is then empowered to investigate the land claim and to mediate if there are competing land claims over the land or if the landowner disputes the land claim (section 13 of the Restitution Act). The Regional Land Claims Commissioner may refer the matter to the Land Claims Court, established in terms of the Restitution Act if, on completion of the investigation, the parties to any dispute arising from the land claim agree in writing that it is not possible to settle the land claim by mediation and negotiation (section 14 of the Restitution Act). The Chief Land Claims Commissioner is empowered by section 16 of the Restitution Act to establish rules regarding the procedure to be followed by the Land Claims Commission in the land claim validation procedure. The rules established by the Chief Land Claims Commissioner in terms of this section include that the Regional Land Claims Commissioner will: • establish the date and the circumstances of the dispossession of the rights in such land (regulation 5d, Government Notice 703, Government Gazette 16407 of 12 May1995); and • investigate the nature of the right in the land claimed and obtain proof thereof (regulation 5g, Government Notice 703, Government Gazette 16407 of 12 May 1995). Once the land claim has been gazetted by the Regional Land Claims Commissioner, any person who wishes to develop the land in question must give one month’s notice in writing to the Regional Land Claims Commissioner (section 11(7)(aA) of the Restitution Act). 35.1.8 Property rates South African law authorises the imposition of rates on property, taxes, levies and other duties. The municipality may impose rates on the property and surcharges on fees for services provided by or on behalf of the municipality however this imposition may not be exercised by the municipality in a way that materially or unreasonably prejudices national economic policies, economic activities across municipal boundaries or the national mobility of goods services, capital or labour and may be regulated by national legislation. Section 92 of the Deeds Registries Act provides that no deed of grant or transfer of land may be registered unless accompanied by a receipt or certificate that the taxes, duties and fees payable to the government or to any provincial administration has been paid. 35.1.9 Property development South African law provides that property must be zoned for the intended purpose for which the property is used. Zoning is the allocation of rights of use to land situated in different regions. Zoning allows the government the power to maintain and protect public health, safety, welfare and morals. Typical zoning categories include: residential, business and industrial.

78 Zoning uses often conflict one another, for example, a commercial building usually cannot be built on property zoned for residential use, or a residential building may clash with industrial zoning.When a land owner wants to use his/her land in a way that is not permitted by the zoning of his or her land, the owner must make an application to rezone the land to a classification which permits the desired use. Land may also be sub-divided if the owner of the land wishes to split the land into smaller segments. However, the Land Use Planning Ordinance No. 15 of 1985 (the “Ordinance”) makes it clear that no person including the state may subdivide any land except in accordance with an application granted by the Competent Authority, further that no application for sub-division will be considered unless, the land concerned has been zoned in a manner permitting subdivision. Additional land use and town planning legislation which has relevance to Freedom in a property development context includes but is not limited to: • the Spatial Planning and Land Use Management Act No. 16 of 2013; • the Town Planning and Townships Ordinance 15 of 1986; and • the Northern Cape Planning and Development Act 7 of 1998. 35.2 Environmental issues Two fundamentally important pieces of South African legislation of relevance in an environmental context to the operations of Freedom are the Constitution and the NEMA. The Constitution of the Republic of South Africa No. 108 of 1996 entrenches the fundamental right of every person to an environment “…which is not detrimental to his/her health or wellbeing”. NEMA aims to give effect to the principles of the Constitution. NEMA is the primary legislation governing protection and control of the environment. It consists of provisions such as protected natural environments, limited development areas, regulation on noise, vibration and shock, general regulatory powers and various provisions relating to offences and penalties. NEMA imposes a duty on any person who causes, has caused or may cause significant pollution or degradation to take reasonable measures to prevent, minimise and rectify significant pollution and environmental degradation. Non-compliance with the duty of care allows a competent authority to require that specified measures be taken (and if not taken, the competent authority may take those steps itself and recover the costs from various parties). NEMA also creates the possibility of a class action against any entity for potential or actual adverse consequences of a particular activity on the environment. In addition to the abovementioned acts, there is an abundance of legislation dealing with various aspects of environmental law. 35.3 Competition and anti-trust laws The Competition Act is the key legislation which governs competition in South Africa. The Competition Act aims at promoting and maintaining competition through merger control, as well as through regulating certain prohibited practices between competitors, between parties in vertical relationships (such as manufacturers and their distributors or retail outlets) and by dominant firms who abuse their dominant position. In terms of the Competition Act, the Competition Commission, Competition Tribunal and Competition Appeal Court have been established as independent bodies to enforce the Competition Act. From a merger control perspective, any mergers or acquisitions which meet certain criteria and thresholds require prior approval from the competition authorities – accordingly, any acquisitions or mergers by the Company in future may require competition approval. 35.4 Exchange Control Regulations Currency and shares are not freely transferable from South Africa to any jurisdiction falling outside the geographical borders of South Africa, other than jurisdictions falling within the Common Monetary Area and must be dealt with in terms of the South African Exchange Control Regulations as described below. The South African Exchange Control Regulations also regulate the acquisition by former residents and non-residents of shares.

79 Persons who are resident outside the common monetary area should seek advice as to whether any governmental and/or other legal consent is required and/or whether any other formality must be observed to enable an acquisition of Freedoms’ shares. The following summary is intended as a guide and is therefore not comprehensive. If investors are in any doubt regarding South African Exchange Control Regulations, they should please consult their professional advisor. Emigrants from the common monetary area • A former resident of the common monetary area who has emigrated from South Africa may use emigrant blocked Rand accounts (“emigrant blocked Rands”) to acquire Freedoms’ shares. • All payments in respect of subscriptions for or purchases of Freedoms’ shares by non-residents using emigrant blocked Rands must be made through an authorised dealer in foreign exchange. • Share certificates issued in respect of Freedoms’ ordinary shares acquired with emigrant blocked Rands will be endorsed “non-resident” in accordance with the South African Exchange Control Regulations. Share certificates will be placed under the control of the authorised dealer through whom the payment for the Freedom shares was made. • Dematerialised Shares acquired with emigrant blocked Rands will be credited to the emigrant’s blocked share account at the CSDP controlling their blocked portfolios and will be annotated “non-resident”. Investors resident outside the common monetary area • In respect of persons resident outside the common monetary area (including an emigrant not using emigrant blocked Rands); there are no restrictions on the acquisition of Freedom’s shares similar to those placed on emigrants using emigrant blocked Rands. • All share certificates issued to non-residents of South Africa should be endorsed “non-resident” in accordance with the South African Exchange Control Regulations. • All non-resident holders of dematerialised shares will have their shares credited to an electronic share account at their CSDP or broker through which they dematerialised their shares and will have their account annotated non-resident and their statements issued by the CSDP or broker endorsed ‘non-resident’. • The appointed CSDP or broker is responsible for ensuring compliance with the South African Exchange Control Regulations.

35.5 Taxation The following summary describes certain tax consequences of the purchase, ownership and disposition of Freedom’s shares. It is not a complete description of all the possible tax consequences of such purchase, ownership or disposition. This summary is based on the laws as in force and as applied in practice on the date of this pre-listing Statement and is subject to changes to those laws and practices subsequent to the date of this pre-listing statement. In the case of persons who are non-residents of South Africa for income tax purposes, it should be read in conjunction with the provisions of any applicable double tax agreement between South Africa and their country of tax residence. Investors should consult their own advisors as to the tax consequences of the purchase, ownership and disposal of Freedom’s shares in light of their particular circumstances, including, in particular, the effect of any state, regional, local or other tax laws. 35.5.1 South African taxation The South African income tax system is based on a residence system for South African tax residents and on a source basis for non-residents. This means that South African residents are taxed on their worldwide income whilst non-residents are only taxed on income that they derive from a South African source and provided that if there is a double taxation agreement (“DTA”) between South Africa and the country of residence, it grants South Africa the right to tax the income.

80 A natural person qualifies as a South African tax resident if he or she is ordinarily resident in South Africa or, if not ordinarily resident in South Africa, was physically present in South Africa for certain prescribed periods in the five tax years prior to and during the tax year in question. These periods amount to more than 91 days in each tax year and more than 915 days during those five preceding tax years. A natural person (not ordinarily resident in South Africa) who meets the prescribed periods of physical presence who is physically absent from South Africa for a continuous period of at least 330 full days immediately after the date on which he or she ceases to be physically present in South Africa is deemed to have been a non-resident from the day on which he or she ceased to be physically present in South Africa. A person other than a natural person qualifies as a South African tax resident if it is incorporated, established or formed in South Africa or has its place of effective management in South Africa. The definition of a resident is subject to a proviso which provides that a person who is deemed to be exclusively a resident of another country for purposes of a “DTA entered into by South Africa and the other jurisdiction will not qualify as a South African tax. Prospective purchasers with questions regarding their tax residency should consult their tax advisors. The summary of South African income tax consequences set out below is for general information only. All prospective investors should consult their tax advisors as to the particular tax consequences of owning Freedom shares, including the applicability and effect of other tax laws and possible changes in tax law. 35.5.2 Dividends Currently, any amounts distributed by a company to its shareholders, including amounts distributed by a company to acquire, cancel or redeem its own shares, are generally considered to be dividends, except to the extent that the distribution represents a reduction in the contributed tax capital of Freedom. The contributed tax capital of a company is made up of the amounts received by the Company from investors subscribing for shares in the capital of the Company. Amounts that reduce the contributed tax capital of are referred to as a “return of capital”. 35.5.3 Dividends Tax on Companies Dividends paid by South African resident companies are exempt from income tax. Therefore, dividends paid to holders of Freedom shares will be exempt from income tax. However, with effect from 1 April 2012, dividends paid by South African resident companies are subject to a withholding tax on dividends of 15%. The rate of withholding tax may be reduced by the provisions of a DTA, if one is applicable. Certain persons are exempt from the withholding tax on dividends. For instance, South African resident companies are exempt from the withholding tax on dividends that they receive. Individual holders of Freedom shares and non-resident companies holding Freedom shares will be subject to withholding tax on any dividends paid to them by Freedom, at a rate of 15% unless there is a DTA that provides for a reduced rate of tax. Holders of Freedom shares which are South African resident companies will not be subject to withholding tax. 35.5.4 Disposal of shares South African tax residents will be subject to capital gains tax on the disposal of Freedom shares, if they hold the Freedom shares as capital assets. In general, the determination of whether or not shares are held as capital assets is a question of fact and depends primarily upon the intention with which the shares were acquired and held. However, the South African tax laws contain certain safe harbour provisions which treat certain amounts (excluding dividends) received by or accruing to a shareholder from the disposal of shares to be of a capital nature and therefore subject to capital gains tax, if the shareholder owned those shares for a continuous period of at least three years immediately before the disposal. If the safe harbour provisions do not apply, the capital or revenue nature of the proceeds of the disposal will be determined by applying the general legal principles. 35.5.5 Capital Gains Tax Upon a disposal of Freedom shares, a South African shareholder will generally realise a capital gain or capital loss for South African tax purposes equal to the difference, if any,

81 between the proceeds from the disposal and the South African shareholder’s base cost in the Freedom shares. In general, the base cost of the Freedom shares will be the subscription price of the Freedom shares (in the event that the holder of the Freedom shares subscribed for same), or the purchase price paid by the South African shareholder in respect of the acquisition of the Freedom shares from third parties plus certain acquisition and selling costs, and a third of interest on any borrowed funds used to acquire the shares. A distribution that does not constitute a dividend (“return of capital”) by Freedom will result in a reduction of the base cost of the underlying Freedom shares. In the event that the return of capital exceeds the base cost of the underlying Freedom shares this will result in a capital gain in the hands of the shareholder, which may be taxable in South Africa in the tax year in which the return of capital is received, depending on the tax residency of the shareholder. Capital losses may only be set off against other capital gains realised in the same or any subsequent tax year. In the case of South African shareholders who are natural persons, an amount of R30 000 (or R300 000 in the year of death), is deducted from any capital gain or capital loss realised in any tax year. A prescribed portion (ranging from 33 per cent to 66, 6 per cent) of a net capital gain realised by a South African shareholder will be included in taxable income. The taxable income of a taxpayer is the amount that is subjected to income tax at the rate applicable to the taxpayer. Non-resident holders of Freedom shares will be exempt from Capital Gains Tax on any gain made to the extent that the Freedom shares that they hold are not attributable to a permanent establishment of that non-resident in South Africa and are not held in an immovable property company (sometimes known as a “property rich company”). Non-residents will only be subject to Capital Gains Tax if their shareholding in Freedom constitutes at least 20 percent of the equity share capital of Freedom and at least 80 per cent of the market value of the shares is attributable to immovable property held by Freedom otherwise that as trading stock. 35.5.6 Income Tax If the Freedom shares are not held as capital assets but rather for a speculative purpose (i.e. as trading stock), South African residents will be subject to income tax on the disposal of the Freedom shares. Non residents will only be subject South African income tax on the disposal of the Freedom shares if it is determined that the proceeds of the disposal constitute income derived from a South African source and the DTA, if any, concluded between South Africa and their country of residence entitles South Africa to tax the income from the disposal. 35.5.7 Securities Transfer Tax Securities Transfer Tax (“STT”) is a tax levied on every transfer of a security, including a share in a company which is incorporated, established or formed in South Africa or in a company which is not incorporated, established or formed in South Africa but which is listed in South Africa. The tax is triggered by a transfer of beneficial ownership, including the cancellation of a share. There is no STT payable on the issue of a share by a company. Therefore, there will be no STT if investors subscribe for shares in Freedom. There will be STT if investors acquire the shares from a third party.

Signed for and on behalf of the directors of the Company in terms of the power of attorney granted on 26 October 2013.

Nagendra Tyrone Govender EXECUTIVE DIRECTOR

Thursday, 5 June 2014

82 Annexure 1

DETAILS OF FREEDOM SUBSIDIARIES

The definitions and interpretations commencing on page 10 of this pre-listing statement apply to this “Annexure 1”. All subsidiaries in the Freedom group will have the same directors and registered business addresses on listing date. Further detail relating to each subsidiary follows below:

Subsidiary name Ivory Sun Trading 115 Proprietary Limited Registration number 2011/006598/07 Date of incorporation 2011/03/28 Place of incorporation Johannesburg Date became a subsidiary 2013/03/13 Nature of business Property holding company, which will develop the Wespark Palms project as set out in Part A, paragraph 5 of the pre-listing statement Issued share capital 100 ordinary shares with a par value of R1 each Share capital movement • 2011/03/28 100 ordinary shares allotted to Edwin Baitsiwe • 2013/03/13 Edwin Baitsiwe transferred 100 ordinary shares to Freedom

Effective holding by Freedom 100% Amount owed to parent R7 360 831 Director/s Nagendra Tyrone Govender

Subsidiary name Panzaweb Proprietary Limited Registration number 2011/006499/07 Date of incorporation 2011/03/28 Place of incorporation Johannesburg Date became a subsidiary 2013/03/13 Nature of business Property holding company, which will develop the La Hoff Mews project as set out in Part A, paragraph 5 of the pre-listing statement Issued share capital 100 ordinary shares with a par value of R1 each Share capital movement • 2011/03/28 100 ordinary shares allotted to Nango Monamodi Leeuw • 2013/03/13 Nango Monamodi Leeuw transferred 100 ordinary shares to Freedom Effective holding by Freedom 100% Amount owed to/(by) parent R7 106 213 Directors Nagendra Tyrone Govender

83 Subsidiary name Hazel Hues Trading 8 Proprietary Limited Registration number 2011/006666/07 Date of incorporation 2011/03/28 Place of incorporation Johannesburg Date became a subsidiary 2013/03/01 Nature of business Property holding company, which will develop the Emfuleni Estate project as set out in Part A, paragraph 5 of the pre-listing statement Issued share capital 100 ordinary shares with a par value of R1 each Share capital movement • 2011/03/28 100 ordinary shares allotted to Epsy Dioka • 2013/03/13 Epsy Dioka transferred 100 ordinary shares to Freedom Effective holding by Freedom 100% Amount owed to/(by) parent R26 754 072 Directors Nagendra Tyrone Govender

Subsidiary name Proziguard Proprietary Limited Registration number 2011/006792/07 Date of incorporation 2011/03/28 Place of incorporation Johannesburg Date became a subsidiary 2013/03/13 Nature of business Property holding company, which will develop the Propmed project as set out in Part A, paragraph 5 of the pre-listing statement Issued share capital 100 ordinary shares with a par value of R1 each Share capital movement • 2011/03/28 100 ordinary shares allotted to Gladwin Masenene • 2013/03/13 Gladwin Masenene transferred 100 ordinary shares to Freedom Effective holding by Freedom 100% Amount owed to/(by) parent R8 680 842 Directors Nagendra Tyrone Govender

84 Subsidiary name Clear Creek Trading 145 Proprietary Limited Registration number 2011/005743/07 Date of incorporation 2011/03/11 Place of incorporation Johannesburg Date became a subsidiary 2013/03/13 Nature of business Property holding company, which will develop the Portolan Place project as set out in Part A, paragraph 5 of the pre-listing statement Issued share capital 100 ordinary shares with a par value of R1 each Share capital movement • 2011/03/28 100 ordinary shares allotted to Frank Phemolo Moagi • 2013/03/13 Frank Phemolo Moagi transferred 100 ordinary shares to Freedom Effective holding by Freedom 100% Amount owed to/(by) parent R48 715 784 Directors Nagendra Tyrone Govender

Subsidiary name Apple Way Props Proprietary Limited Registration number 2013/001846/07 Date of incorporation 2013/01/08 Place of incorporation Johannesburg Date became a subsidiary 2013/02/11 Nature of business Property holding company, which will develop the Langebaan Beach project as set out in Part A, paragraph 5 of the pre-listing statement Issued share capital 100 ordinary no par value shares Share capital movement • 2013/01/08 1 ordinary shares allotted to Dennis Jacobus Bishop • 2013/02/11 Dennis Jacobus Bishop transferred one ordinary share to Freedom • 2013/03/01 99 ordinary shares allotted to The Basket Trust • 2013/11/01 The Basket Trust transferred 99 ordinary shares to Freedom Effective holding by Freedom 100% Amount owed to/(by) parent R72 690 000 Directors Nagendra Tyrone Govender

85 Subsidiary name Tower Sky Properties Proprietary Limited Registration number 2012/098354/07 Date of incorporation 2012/06/07 Place of incorporation Johannesburg Date became a subsidiary 2012/08/23 Nature of business Property holding company, which will develop the Miami Village project as set out in Part A, paragraph 5 of the pre-listing statement Issued share capital 100 ordinary no par value shares Share capital movement • 2012/06/07 1 ordinary shares allotted to Dennis Jacobus Bishop • 2012/08/23 Dennis Jacobus Bishop transferred one ordinary share to Freedom • 2013/03/01 99 ordinary shares allotted to Freedom Effective holding by Freedom 100% Amount owed to/(by) parent R26 380 027 Directors Nagendra Tyrone Govender

Subsidiary name Happy Boom Drive Properties Proprietary Limited Registration number 2012/015892/07 Date of incorporation 2012/01/30 Place of incorporation Johannesburg Date became a subsidiary 2013/03/04 Nature of business Property holding company, which will develop the Montana Residential project as set out in Part A, paragraph 5 of the pre-listing statement Issued share capital 100 ordinary no par value shares Share capital movement • 2012/01/30 1 ordinary shares allotted to Dennis Jacobus Bishop • 2013/03/04 Dennis Jacobus Bishop transferred one ordinary shares to Freedom • 2013/03/01 99 ordinary shares allotted to Freedom Effective holding by Freedom 100% Amount owed to/(by) parent R6 140 750 Directors Nagendra Tyrone Govender

86 Subsidiary name Passion Way Props Proprietary Limited Registration number 2012/222189/07 Date of incorporation 2012/12/13 Place of incorporation Johannesburg Date became a subsidiary 2013/02/11 Nature of business Property holding company, which will develop the Stellenbosch Industrial project as set out in Part A, paragraph 5 of the pre-listing statement Issued share capital 100 ordinary no par value shares Share capital movement • 2012/12/13 1 ordinary shares allotted to Dennis Jacobus Bishop • 2013/02/11 Dennis Jacobus Bishop transferred one ordinary share to Freedom • 2013/03/01 99 ordinary shares allotted to The Basket Trust • 2013/11/01 The Basket Trust transferred 99 ordinary shares to Freedom Effective holding by Freedom 100% Amount owed to/(by) parent R50 481 307 Directors Nagendra Tyrone Govender

Subsidiary name Lazy Haze Stone Props Proprietary Limited Registration number 2012/125057/07 Date of incorporation 2012/07/16 Place of incorporation Johannesburg Date became a subsidiary 2013/03/01 Nature of business Property holding company, which will develop the Sweet Waters Industrial Park project as set out in Part A, paragraph 5 of the pre-listing statement Issued share capital 100 ordinary no par value shares Share capital movement • 2012/07/16 1 ordinary shares allotted to Dennis Jacobus Bishop • 2013/03/01 Dennis Jacobus Bishop transferred one ordinary share to Freedom • 2013/03/01 99 ordinary shares allotted to Freedom Effective holding by Freedom 100% Amount owed to/(by) parent R18 327 078 Directors Nagendra Tyrone Govender

87 Subsidiary name Off Peak Props Proprietary Limited Registration number 2012/169634/07 Date of incorporation 2012/09/17 Place of incorporation Johannesburg Date became/to become a subsidiary 2013/03/01 Nature of business Property holding company, which will develop the Steelpoort Industrial Park, and Tweefontein Residential Estate project as set out in Part A, paragraph 5 of the pre-listing statement Issued share capital 100 ordinary no par value shares Share capital movement • 2012/09/17 1 ordinary shares allotted to Dennis Jacobus Bishop • 2013/03/01 Dennis Jacobus Bishop transferred one ordinary share to Freedom • 2013/03/01 99 ordinary shares allotted to The Lemon Trust • 2013/09/20 The Lemon Trust transferred 99 ordinary shares to Freedom Effective holding by Freedom 100% Amount owed to/(by) parent R375 441 300 Directors Nagendra Tyrone Govender

Subsidiary name Somnitrax Proprietary Limited Registration number 2010/005669/07 Date of incorporation 2010/03/23 Place of incorporation Johannesburg Date became a subsidiary 2013/06/07 Nature of business Property holding company, which will develop the Tubatse Residential Estate, and Tubatse Industrial Park project as set out in Part A, paragraph 5 of the pre-listing statement Issued share capital 100 ordinary shares with a par value of R1 each Share capital movement • 2010/03/23 100 ordinary shares allotted to Kay Stavridis • 2013/06/07 Kay Stavridis transferred 1 ordinary share to Freedom • 2013/06/07 Kay Stavridis transferred 90 ordinary shares to The Griffen Trust • 2013/06/07 Kay Stavridis transferred 9 ordinary shares to The Cloud Trust • 2013/09/20 The Griffen Trust transferred 90 ordinary shares to Freedom • 2013/09/20 The Cloud Trust transferred 9 ordinary shares to Freedom Effective holding by Freedom 100% Amount owed to/(by) parent R136 098 690 Directors Nagendra Tyrone Govender

88 Subsidiary name Zambesa Investments Proprietary Limited Registration number 1993/001566/07 Date of incorporation 1993/03/24 Place of incorporation Western Cape Date to become a subsidiary Subject to the fulfilment of the conditions precedent relating to the acquisition of the Tubatse Homes project as set out in Part A Paragraph 5 of the pre-listing statement Nature of business Property holding company, which will develop the Tubatse Homes project as set out in Part A, paragraph 5 of the pre- listing statement Issued share capital 1 000 ordinary shares with a par value of R1 each, Share capital movement Not applicable Effective holding by Freedom 100% Amount owed to/(by) parent R85 000 000 Directors Nagendra Tyrone Govender

Subsidiary name Zolo Props Proprietary Limited Registration number 2012/135910/07 Date of incorporation 2012/07/30 Place of incorporation Johannesburg Date became a subsidiary 2013/03/01 Nature of business Property holding company, which will develop the Gevonden project as set out in Part A, paragraph 5 of the pre-listing statement Issued share capital 100 ordinary no par value shares Share capital movement • 2012/07/30 1 ordinary shares allotted to Dennis Jacobus Bishop • 2013/03/01 Dennis Jacobus Bishop transferred one ordinary share to Freedom • 2013/03/01 99 ordinary shares allotted to The Basket Trust • 2013/09/20 The Basket Trust transferred 99 ordinary shares to Freedom Effective holding by Freedom 100% Amount owed to/(by) parent R11 877 022 Directors Nagendra Tyrone Govender

89 Subsidiary name Bilko Investments Proprietary Limited Registration number 1996/015556/07 Date of incorporation 1996/11/08 Place of incorporation Western Cape Date became a subsidiary 2014/05/27 Nature of business Property holding company, which will develop the Elm Drive project as set out in Part A, paragraph 5 of the pre-listing statement Issued share capital 2 ordinary shares of 1 cent each Share capital movement Not applicable Effective holding by Freedom 100% Amount owed to/(by) parent R12 000 000 Directors Nagendra Tyrone Govender

Subsidiary name Ligitprops 184 Proprietary Limited Registration number 1998/002728/07 Date of incorporation 1998/02/16 Place of incorporation Vredenburg Date to become a subsidiary 2014/03/01 Nature of business Property holding company, which will develop the Langebaan Beach project as set out in Part A, paragraph 5 of the pre-listing statement Issued share capital 120 ordinary shares with a par value of R1 each and 80 preference shares with a par value of R1 each Share capital movement Not applicable Effective holding by Freedom 100% Amount owed to/(by) parent – Directors Nagendra Tyrone Govender

Subsidiary name Las Manos Investments 152 Proprietary Limited Registration number 2010/007881/07 Date of incorporation 2010/04/20 Place of incorporation Pretoria Date to become a subsidiary 2014/03/01 Nature of business Property holding company, which will develop the Montana Residential project as set out in Part A, paragraph 5 of the pre-listing statement Issued share capital 100 ordinary shares with a par value of R1 each Share capital movement Not applicable Effective holding by Freedom 100% Amount owed to/(by) parent – Directors Nagendra Tyrone Govender

90 Subsidiary name Kadoma Investments Proprietary Limited Registration number 2008/000750/07 Date of incorporation 2008/01/15 Place of incorporation Nelspruit Date to become a subsidiary 2014/03/01 Nature of business Property holding company, which will develop the Steelpoort Industrial Park and Tweefontein Residential Estate projects as set out in Part A, paragraph 5 of the pre-listing statement Issued share capital 100 ordinary shares with a par value of R1 each Share capital movement Not applicable Effective holding by Freedom 100% Amount owed to/(by) parent – Directors Nagendra Tyrone Govender

Subsidiary name Tubatse Estate Proprietary Limited Registration number 2005/013333/07 Date of incorporation 2005/05/06 Place of incorporation Stellenbosch Date to become a subsidiary 2014/03/20 Nature of business Property holding company, which will develop the Tubatse Homes project as set out in Part A, paragraph 5 of the pre-listing statement Issued share capital 10 000 ordinary shares with a par value of R0.01 each Share capital movement Not applicable Effective holding by Freedom 100% Amount owed to/(by) parent – Directors Nagendra Tyrone Govender

All of the above subsidiaries have been acquired and set up as special purpose vehicles in order to separately house the Freedom projects, and have thus been in operation since being acquired by Freedom, save for the subsidiaries below, which have been in the business of property development:

• Kadoma Investments (in business for 5 years); • Tubatse Estate (in business for 8 years); • Las Manos Investments 152 (in business for 2 years); and • Ligitprops 184 (in business for 15 years).

91 Annexure 2

DETAILS OF THE FREEDOM PROPERTY PORTFOLIO

The definitions and interpretations commencing on page 10 of this pre-listing statement apply to this “Annexure 2”. The external valuations below have been prepared by the independent property valuer dated 1 February 2014, as defined by Section 13 of the Listings Requirements.

Ref Project Name Type (see Note 1 Stage External Registered legal description Use/Nature Land GLA m2 Weighted Town planning and Statutory Contraventions General description and details of leases No – Freedom property Valuation (Erf Number) / Extent Average Rental/m2 (where applicable) portfolio category) At 100% Physical Address (Hectares) (for the rentable – 1 February (all freehold properties) area of Currently 2014 (See Yielding Annexure 3) Properties) R

1.1 Wespark Palms Residential Serviced 5 900 000 Erf 5679, Kroonstad (Ext 50), Residential 0.84 894 R54 Zoning: General Residential obtained on 16 of 67 Apartments built in 2009 – Completed Residential (Currently Yielding Properties) Kroonstad District, Rental stock 4 September 2007 for 80 units/hectare: 3 of 11 Garages built Leased Units Free State Province, • Consent uses – Community facility, guesthouse, Lease details: Moqhaka Local Municipality home business, institution, lodge, place of • The 16 units are tenanted by private individuals, Physical Address instruction, and place of worship. with leases consistent with normal terms generally 26 Alwyn Schlebush Street, • Coverage – 50% applicable to the residential property market have been concluded (typically for a period of 6 to • Floor area factor – 1,8. Kroonstad. 12 months). • Maximum height – Flats and residential buildings: • Escalations at 10% per annum are applicable to Ground floor plus one floor. all leases. • The leases expire at various intervals and are open for renewal by the tenant.Vacancy Levels are 6.4%.

1.2 Wespark Palms Residential Serviced 5 800 000 Erf 5679, Kroonstad (Ext 50), Residential 0.84 3074 – Zoning: General Residential obtained on 51 Apartments to be built – To Be Completed (Residential Rental Properties) Kroonstad District, 4 September 2007 for 80 units/hectare: 8 Garages to be built Free State Province, • Consent uses – Community facility, guesthouse, The development of these units is expected to Moqhaka Local Municipality home business, institution, lodge, place of commence in 2014 and is expected to be completed by Physical Address instruction, and place of worship. 2016.The projected costs of the development are set out 26 Alwyn Schlebush Street, • Coverage – 50% in paragraph 5.1.2. Kroonstad. • Floor area factor – 1,8. • Maximum height – • Flats and residential buildings: Ground floor plus one floor

2 La Hoff Mews Residential Zoned 13 000 000 Portion 1 of Erf 493, Sectional Title 2.52 9 120 – Zoning: Special obtained on 4 September 2007 for 100 Units to be built: (Residential Rental Properties) La Hoff Township, 40 units/hectare 40 x 1 Bedroom Units Registration Division I.P (Dwelling units and institutional purposes) in terms 60 x 2 Bedroom Units North West Province, of the Klerksdorp Town Planning scheme. The development of these units is expected to City of Matlosana, Klerksdorp. commence in 2015 and is expected to be completed by 2017. The projected costs of the development are set out in paragraph 5.1.2.2.2.

3 Emfuleni Estate Residential Partially serviced 56 000 000 Remaining extent of portion 2 of the Farm Sectional Title 25.53 36 427 – Zoning: Township approved in terms of Township 499 Units: (Residential Rental Properties) and zoned Strathmore 436, Planning and Township Ordinance 1986. Conidtions 10 Affordable units completed City of Matlosana, Klerksdorp, of Establishment approved by City of Matlosana on 489 affordable Units to be constructed Proposed development Emfuleni Estate. 15 January 2009 (amended 12 February 2009). The development of these units is expected to General residential (Residential 1 and 2) approved on commence in 2014 and is expected to be completed 20 February 2009: by 2020. Density: The projected costs of the development are set out in • Residential 1: 1 Dwelling unit per erf paragraph 5.3.2. • Residential 2: 2 Dwelling units per erf. • Coverage: 60% • Height: 2 storeys. • Building lines: 2m along all internal streets.

4 Propmed Commercial Completed 12 400 000 Portions 80 and 81 of Erf 30779, Offices 1 188 m2 1 322 – The project is an existing building and all rights and The building was erected in 2010 and is approximately (Commercial Development building New Park services are in place 3 years old.’ Properties) Physical Address Internal walls on ground floor must be completed and Erf 41163, Jacobus Smit Street, subdivided into smaller office sections at an estimated Kimberley. cost of R2 000 000, commencing immediately after listing and being completed within a period of 6 months, as set out in paragraph 5.4.2. The external valuation takes into account the current market value of Propmed and the immediate development costs.

92 Annexure 2

DETAILS OF THE FREEDOM PROPERTY PORTFOLIO

The definitions and interpretations commencing on page 10 of this pre-listing statement apply to this “Annexure 2”. The external valuations below have been prepared by the independent property valuer dated 1 February 2014, as defined by Section 13 of the Listings Requirements.

Ref Project Name Type (see Note 1 Stage External Registered legal description Use/Nature Land GLA m2 Weighted Town planning and Statutory Contraventions General description and details of leases No – Freedom property Valuation (Erf Number) / Extent Average Rental/m2 (where applicable) portfolio category) At 100% Physical Address (Hectares) (for the rentable – 1 February (all freehold properties) area of Currently 2014 (See Yielding Annexure 3) Properties) R

1.1 Wespark Palms Residential Serviced 5 900 000 Erf 5679, Kroonstad (Ext 50), Residential 0.84 894 R54 Zoning: General Residential obtained on 16 of 67 Apartments built in 2009 – Completed Residential (Currently Yielding Properties) Kroonstad District, Rental stock 4 September 2007 for 80 units/hectare: 3 of 11 Garages built Leased Units Free State Province, • Consent uses – Community facility, guesthouse, Lease details: Moqhaka Local Municipality home business, institution, lodge, place of • The 16 units are tenanted by private individuals, Physical Address instruction, and place of worship. with leases consistent with normal terms generally 26 Alwyn Schlebush Street, • Coverage – 50% applicable to the residential property market have been concluded (typically for a period of 6 to • Floor area factor – 1,8. Kroonstad. 12 months). • Maximum height – Flats and residential buildings: • Escalations at 10% per annum are applicable to Ground floor plus one floor. all leases. • The leases expire at various intervals and are open for renewal by the tenant.Vacancy Levels are 6.4%.

1.2 Wespark Palms Residential Serviced 5 800 000 Erf 5679, Kroonstad (Ext 50), Residential 0.84 3074 – Zoning: General Residential obtained on 51 Apartments to be built – To Be Completed (Residential Rental Properties) Kroonstad District, 4 September 2007 for 80 units/hectare: 8 Garages to be built Free State Province, • Consent uses – Community facility, guesthouse, The development of these units is expected to Moqhaka Local Municipality home business, institution, lodge, place of commence in 2014 and is expected to be completed by Physical Address instruction, and place of worship. 2016.The projected costs of the development are set out 26 Alwyn Schlebush Street, • Coverage – 50% in paragraph 5.1.2. Kroonstad. • Floor area factor – 1,8. • Maximum height – • Flats and residential buildings: Ground floor plus one floor

2 La Hoff Mews Residential Zoned 13 000 000 Portion 1 of Erf 493, Sectional Title 2.52 9 120 – Zoning: Special obtained on 4 September 2007 for 100 Units to be built: (Residential Rental Properties) La Hoff Township, 40 units/hectare 40 x 1 Bedroom Units Registration Division I.P (Dwelling units and institutional purposes) in terms 60 x 2 Bedroom Units North West Province, of the Klerksdorp Town Planning scheme. The development of these units is expected to City of Matlosana, Klerksdorp. commence in 2015 and is expected to be completed by 2017. The projected costs of the development are set out in paragraph 5.1.2.2.2.

3 Emfuleni Estate Residential Partially serviced 56 000 000 Remaining extent of portion 2 of the Farm Sectional Title 25.53 36 427 – Zoning: Township approved in terms of Township 499 Units: (Residential Rental Properties) and zoned Strathmore 436, Planning and Township Ordinance 1986. Conidtions 10 Affordable units completed City of Matlosana, Klerksdorp, of Establishment approved by City of Matlosana on 489 affordable Units to be constructed Proposed development Emfuleni Estate. 15 January 2009 (amended 12 February 2009). The development of these units is expected to General residential (Residential 1 and 2) approved on commence in 2014 and is expected to be completed 20 February 2009: by 2020. Density: The projected costs of the development are set out in • Residential 1: 1 Dwelling unit per erf paragraph 5.3.2. • Residential 2: 2 Dwelling units per erf. • Coverage: 60% • Height: 2 storeys. • Building lines: 2m along all internal streets.

4 Propmed Commercial Completed 12 400 000 Portions 80 and 81 of Erf 30779, Offices 1 188 m2 1 322 – The project is an existing building and all rights and The building was erected in 2010 and is approximately (Commercial Development building New Park services are in place 3 years old.’ Properties) Physical Address Internal walls on ground floor must be completed and Erf 41163, Jacobus Smit Street, subdivided into smaller office sections at an estimated Kimberley. cost of R2 000 000, commencing immediately after listing and being completed within a period of 6 months, as set out in paragraph 5.4.2. The external valuation takes into account the current market value of Propmed and the immediate development costs.

93 Ref Project Name Type (see Note 1 Stage External Registered legal description Use/Nature Land GLA m2 Weighted Town planning and Statutory Contraventions General description and details of leases No – Freedom property Valuation (Erf Number) / Extent Average Rental/m2 (where applicable) portfolio category) At 100% Physical Address (Hectares) (for the rentable – 1 February (all freehold properties) area of Currently 2014 (See Yielding Annexure 3) Properties) R

5 Portolan Place Residential Serviced 99 600 000 Portion 18 (A portion of portion 8) Retirement 17.99 47 589 Township approved in terms of the land use planning 530 Units to be built: (Retirement Village) (Residential Rental Properties) of Farm no 799, Gonubie, Village ordinance of 1985. • 205 Single Dwellings Buffalo City Municipality. Zoning: General residential (Res 4 and 5) approvals • 72 Townhouses obtained on 9 July 2007. • 253 Flats The development of these units is expected to commence in 2017 and is expected to be completed by 2022. The projected costs of the development are set out in paragraph 5.5.2.

6 Langebaan Residential Zoned 108 000 000 Erf 3671, Langebaan, Western Cape. Erven: Leisure/ 81.88 – Phases 3-9 have been approved in terms of Mixed development consisting of 312 022m2 of zoned (Residential Rental Properties) Residential section 25(1) of land use ordinance No 15 of 1985 residential land, 426 982m2 of unzoned residential Commercial land, 8 063m2 of Commercial land and 21 688m2 of Zoning: Residential/Business approved on 8 June 2005. Institutional land. The sale of a portion of serviced erven will commence in 2014. The development of serviced erven will commence after 2019. The development will be implemented over a period of 10 years. The projected costs of the development are set out in paragraph 5.6.2.

7.1 Miami Village Residential Serviced 30 000 000 Erven: 7249, 7309, 7261, 7271, 7276, 7278, Erven: 11.84 Zoning: General residential (Res 1 and 3) obtained on 261 Residential opportunities consisting of 164 Full Title (Residential Rental Properties) 7287, 7289, 7293–7295, 7297, 7301,7302, Residential 25 April 2007. stands of 500m2 each and 97 Sectional Title stands of 7307, 7310, 7311, 7313, 7314, 7318, 7319, Development approved on 11 April 2008 in terms of 180m2 each. 7321–7323, 7326–7329, 7343, 7349–7351, Section 25(1) of the land use Planning Ordinance The sale of a portion of serviced erven will commence in 7356, 7359, 7360, 7362, 7373, (No 15 of 1985) 2014. The development of serviced erven will commence Block “G” as per layout plan – 37 plots, 24 Single Residential Erven approved for the purposes after 2019. The development will be implemented over a of an old age home on 9 January 2013, in terms of period of 10 years. Block “F” as per layout plan – 17 plots, section 17(1) of the Land Use Planning Ordinance The projected costs of the development are set out in Block ”G” as per layout plan – 25 plots, (No 15 of 1985). paragraph 5.7.2. Block ”H” as per layout plan – 18 plots Approval: From Single Residential Zone and Public Erven: 7169, 7164, 7982, 7953–7956, Road to Institutional zone, in order to develop a 7958–7961, 7967, 7964, 7202 7207–7209, retirement village and associated facilities. Rezoning 7226, 7239, 7242, 7244–7246, 7238, and departure of Erven 7218, 7219, 7221–7238, 7900–7906, 7908–7912, 7914–7924, 7244–7247 and 7665. 7926–7942, 7866, 7868–7871,7874–7894, 7820–7823, 7826–7832, 7834–7838, 7840–7855, 7857–7862 Physical Address Miami Village, (Lampies Baai), St Helena Bay, Western Cape

7.2 Miami Village Residential Serviced 1 900 000 Erven: 7335, 7340, 7341, 7342, 7349, 7350, Sectional Title 7.0 1 512 Zoning: General residential (Residential 1) obtained 14 Serviced Residential Stands of 500m2 each. (14 x Serviced Stands) (Residential Rental Properties) 7351, 7356, 7359, 7360, 7362, 7373, 7375, on 25 April 2007. The development of these units is expected to 7380, St. Helena Bay Development approved on 11 April 2008 in terms commence in 2014 and is expected to be completed of section 25(1) of the land use Planning Ordinance by 2015. Physical Address (No 15 of 1985) The projected costs of the development are set out in Miami Village, (Lampies Baai), St Helena Serviced. paragraph 5.8.2. Bay, Western Cape

8 Montana Residential Residential Zoned 7 000 000 Erf 2, Rooibos Street, Montana, x156 Sectional Title 0.71 4 048.8 – Zoning: Special 1 Residential obtained 80 Apartments to be built with an average size of 57m2 (Residential Rental Properties) Physical Address: September 2012. The development of these units is expected to Remaining extent of Holding 53, Pretoria Township establishment has been approved in Terms commence in 2015 and is expected to be completed of section 98(1) of the Town Planning and Township by 2017. Ordinance 1986. The projected costs of the development are set out in • Density: 1 Dwelling house per 1 000m2. paragraph 5.9.2. • Coverage: 50% • Height: 3 storeys • Floor area ratio: 1,5.

94 Ref Project Name Type (see Note 1 Stage External Registered legal description Use/Nature Land GLA m2 Weighted Town planning and Statutory Contraventions General description and details of leases No – Freedom property Valuation (Erf Number) / Extent Average Rental/m2 (where applicable) portfolio category) At 100% Physical Address (Hectares) (for the rentable – 1 February (all freehold properties) area of Currently 2014 (See Yielding Annexure 3) Properties) R

5 Portolan Place Residential Serviced 99 600 000 Portion 18 (A portion of portion 8) Retirement 17.99 47 589 Township approved in terms of the land use planning 530 Units to be built: (Retirement Village) (Residential Rental Properties) of Farm no 799, Gonubie, Village ordinance of 1985. • 205 Single Dwellings Buffalo City Municipality. Zoning: General residential (Res 4 and 5) approvals • 72 Townhouses obtained on 9 July 2007. • 253 Flats The development of these units is expected to commence in 2017 and is expected to be completed by 2022. The projected costs of the development are set out in paragraph 5.5.2.

6 Langebaan Residential Zoned 108 000 000 Erf 3671, Langebaan, Western Cape. Erven: Leisure/ 81.88 – Phases 3-9 have been approved in terms of Mixed development consisting of 312 022m2 of zoned (Residential Rental Properties) Residential section 25(1) of land use ordinance No 15 of 1985 residential land, 426 982m2 of unzoned residential Commercial land, 8 063m2 of Commercial land and 21 688m2 of Zoning: Residential/Business approved on 8 June 2005. Institutional land. The sale of a portion of serviced erven will commence in 2014. The development of serviced erven will commence after 2019. The development will be implemented over a period of 10 years. The projected costs of the development are set out in paragraph 5.6.2.

7.1 Miami Village Residential Serviced 30 000 000 Erven: 7249, 7309, 7261, 7271, 7276, 7278, Erven: 11.84 Zoning: General residential (Res 1 and 3) obtained on 261 Residential opportunities consisting of 164 Full Title (Residential Rental Properties) 7287, 7289, 7293–7295, 7297, 7301,7302, Residential 25 April 2007. stands of 500m2 each and 97 Sectional Title stands of 7307, 7310, 7311, 7313, 7314, 7318, 7319, Development approved on 11 April 2008 in terms of 180m2 each. 7321–7323, 7326–7329, 7343, 7349–7351, Section 25(1) of the land use Planning Ordinance The sale of a portion of serviced erven will commence in 7356, 7359, 7360, 7362, 7373, (No 15 of 1985) 2014. The development of serviced erven will commence Block “G” as per layout plan – 37 plots, 24 Single Residential Erven approved for the purposes after 2019. The development will be implemented over a of an old age home on 9 January 2013, in terms of period of 10 years. Block “F” as per layout plan – 17 plots, section 17(1) of the Land Use Planning Ordinance The projected costs of the development are set out in Block ”G” as per layout plan – 25 plots, (No 15 of 1985). paragraph 5.7.2. Block ”H” as per layout plan – 18 plots Approval: From Single Residential Zone and Public Erven: 7169, 7164, 7982, 7953–7956, Road to Institutional zone, in order to develop a 7958–7961, 7967, 7964, 7202 7207–7209, retirement village and associated facilities. Rezoning 7226, 7239, 7242, 7244–7246, 7238, and departure of Erven 7218, 7219, 7221–7238, 7900–7906, 7908–7912, 7914–7924, 7244–7247 and 7665. 7926–7942, 7866, 7868–7871,7874–7894, 7820–7823, 7826–7832, 7834–7838, 7840–7855, 7857–7862 Physical Address Miami Village, (Lampies Baai), St Helena Bay, Western Cape

7.2 Miami Village Residential Serviced 1 900 000 Erven: 7335, 7340, 7341, 7342, 7349, 7350, Sectional Title 7.0 1 512 Zoning: General residential (Residential 1) obtained 14 Serviced Residential Stands of 500m2 each. (14 x Serviced Stands) (Residential Rental Properties) 7351, 7356, 7359, 7360, 7362, 7373, 7375, on 25 April 2007. The development of these units is expected to 7380, St. Helena Bay Development approved on 11 April 2008 in terms commence in 2014 and is expected to be completed of section 25(1) of the land use Planning Ordinance by 2015. Physical Address (No 15 of 1985) The projected costs of the development are set out in Miami Village, (Lampies Baai), St Helena Serviced. paragraph 5.8.2. Bay, Western Cape

8 Montana Residential Residential Zoned 7 000 000 Erf 2, Rooibos Street, Montana, x156 Sectional Title 0.71 4 048.8 – Zoning: Special 1 Residential obtained 80 Apartments to be built with an average size of 57m2 (Residential Rental Properties) Physical Address: September 2012. The development of these units is expected to Remaining extent of Holding 53, Pretoria Township establishment has been approved in Terms commence in 2015 and is expected to be completed of section 98(1) of the Town Planning and Township by 2017. Ordinance 1986. The projected costs of the development are set out in • Density: 1 Dwelling house per 1 000m2. paragraph 5.9.2. • Coverage: 50% • Height: 3 storeys • Floor area ratio: 1,5.

95 Ref Project Name Type (see Note 1 Stage External Registered legal description Use/Nature Land GLA m2 Weighted Town planning and Statutory Contraventions General description and details of leases No – Freedom property Valuation (Erf Number) / Extent Average Rental/m2 (where applicable) portfolio category) At 100% Physical Address (Hectares) (for the rentable – 1 February (all freehold properties) area of Currently 2014 (See Yielding Annexure 3) Properties) R

9.1 Stellenbosch Industrial Industrial (Currently Yielding Complete 42 000 000 Erf 15719, Plankenberg, Stellenbosch Industrial 1.80 8 287 R36 Property zoned “Light Industrial” in terms of The existing building was erected in 1997 and is (Completed) Properties) Stellenbosch Town Planning Scheme. approximately 16 years old. Physical Address Completed Industrial section of 8 287m2. George Blake Street Lease details: • The entire GLA is covered by a lease with Farmisco Proprietary Limited. • The company trades as Kynoch Fertilsers and is an importer, blender and retailer of a complete range of granular liquid and speciality fertilers.

• The lease expires on 30 June 2022.

9.2 Stellenbosch Industrial Industrial Partial 11 000 000 Erf 15719, Plankenberg, Stellenbosch Industrial 1.80 5 215 – Zoning approval: August 1994. Industrial section of 5 215m2 to be constructed. (To be built) (Commercial Development • Light Industrial, Industrial warehouse, office and Physical Address The development is expected to commence in 2014 and storage. Properties) is expected to be completed by 2016. George Blake Street • Height: 3 storeys. The projected costs of the development are set out in • Coverage: 75% paragraph 5.11.2. • Parking: 1 bay per 100m2. • Services sufficient for expansion of building. • No bulk contributions required. • New building plans need to be drafted and submitted for approval. • Expected timespan: 4 months then building can commence.

10 Sweet Waters Industrial Zoning approval 62 600 000 Portion 52 (a portion of portion 44) of the Retail and 38.04 51 492 – Town planning for industrial and commercial not 6 394m2 Retail section to be developed, 30 866m2 2 Industrial Park (Commercial Development in process Farm Vlakplaats 138 and remaining Extent 43 Industrial yet approved, but in line with Spatial Development Industrial section to be developed and 14 232m of Properties) of the Farm Vlakplaats 138 Framework, SG plans not yet approved. Industrial Warehouses to be developed. Physical Address Received a ROD from council on 6 July 2011. Decision The development is expected to commence in 2015 and Next to N3 highway, P817 road, Vosloorus, granted: is expected to be completed by 2019. • 2 Industrial 3 erven covering an area of 3,65ha. Ekurhuleni The projected costs of the development are set out in • 21 Commercial erven, covering 6,31ha. paragraph 5.13.2. Zoning: Industrial (non noxious), warehouses office and retail: • Coverage: 60% • Height: 2 storeys • Parking: 1 Parking per 100m2. Commercial 2: Erf numbers 1 – 9 and 12 – 24 Zoning: Commercial, distribution centres, wholesale trade, storage, warehouses, cartage and transport, laboratories and computer centers. • Coverage 60% • Height: 2 storeys.

Environmental approval obtained on 5 November 2011.

11.1 Steelpoort Industrial Park Industrial Complete 117 700 000 Remainder of Steelpoort Extension 10 and Industrial 9.39 20280 R64 Property is zoned “Industrial” and approved in 20 273m2 (37 Units) Industrial warehouses erected in (Completed) (Currently Yielding Properties) Tweefontein Farm 360 KT accordance with the Development Facilitation Act 1995. phases between 2006 and 2013 i.e. the earliest phases Steelpoort are approximately 7 years old. • Vacancy Levels – 5.8% • Weighted average rental per m² excluding parking – R63.17

See tenant lease schedule Note 1 below

96 Ref Project Name Type (see Note 1 Stage External Registered legal description Use/Nature Land GLA m2 Weighted Town planning and Statutory Contraventions General description and details of leases No – Freedom property Valuation (Erf Number) / Extent Average Rental/m2 (where applicable) portfolio category) At 100% Physical Address (Hectares) (for the rentable – 1 February (all freehold properties) area of Currently 2014 (See Yielding Annexure 3) Properties) R

9.1 Stellenbosch Industrial Industrial (Currently Yielding Complete 42 000 000 Erf 15719, Plankenberg, Stellenbosch Industrial 1.80 8 287 R36 Property zoned “Light Industrial” in terms of The existing building was erected in 1997 and is (Completed) Properties) Stellenbosch Town Planning Scheme. approximately 16 years old. Physical Address Completed Industrial section of 8 287m2. George Blake Street Lease details: • The entire GLA is covered by a lease with Farmisco Proprietary Limited. • The company trades as Kynoch Fertilsers and is an importer, blender and retailer of a complete range of granular liquid and speciality fertilers.

• The lease expires on 30 June 2022.

9.2 Stellenbosch Industrial Industrial Partial 11 000 000 Erf 15719, Plankenberg, Stellenbosch Industrial 1.80 5 215 – Zoning approval: August 1994. Industrial section of 5 215m2 to be constructed. (To be built) (Commercial Development • Light Industrial, Industrial warehouse, office and Physical Address The development is expected to commence in 2014 and storage. Properties) is expected to be completed by 2016. George Blake Street • Height: 3 storeys. The projected costs of the development are set out in • Coverage: 75% paragraph 5.11.2. • Parking: 1 bay per 100m2. • Services sufficient for expansion of building. • No bulk contributions required. • New building plans need to be drafted and submitted for approval. • Expected timespan: 4 months then building can commence.

10 Sweet Waters Industrial Zoning approval 62 600 000 Portion 52 (a portion of portion 44) of the Retail and 38.04 51 492 – Town planning for industrial and commercial not 6 394m2 Retail section to be developed, 30 866m2 2 Industrial Park (Commercial Development in process Farm Vlakplaats 138 and remaining Extent 43 Industrial yet approved, but in line with Spatial Development Industrial section to be developed and 14 232m of Properties) of the Farm Vlakplaats 138 Framework, SG plans not yet approved. Industrial Warehouses to be developed. Physical Address Received a ROD from council on 6 July 2011. Decision The development is expected to commence in 2015 and Next to N3 highway, P817 road, Vosloorus, granted: is expected to be completed by 2019. • 2 Industrial 3 erven covering an area of 3,65ha. Ekurhuleni The projected costs of the development are set out in • 21 Commercial erven, covering 6,31ha. paragraph 5.13.2. Zoning: Industrial (non noxious), warehouses office and retail: • Coverage: 60% • Height: 2 storeys • Parking: 1 Parking per 100m2. Commercial 2: Erf numbers 1 – 9 and 12 – 24 Zoning: Commercial, distribution centres, wholesale trade, storage, warehouses, cartage and transport, laboratories and computer centers. • Coverage 60% • Height: 2 storeys.

Environmental approval obtained on 5 November 2011.

11.1 Steelpoort Industrial Park Industrial Complete 117 700 000 Remainder of Steelpoort Extension 10 and Industrial 9.39 20280 R64 Property is zoned “Industrial” and approved in 20 273m2 (37 Units) Industrial warehouses erected in (Completed) (Currently Yielding Properties) Tweefontein Farm 360 KT accordance with the Development Facilitation Act 1995. phases between 2006 and 2013 i.e. the earliest phases Steelpoort are approximately 7 years old. • Vacancy Levels – 5.8% • Weighted average rental per m² excluding parking – R63.17

See tenant lease schedule Note 1 below

97 Ref Project Name Type (see Note 1 Stage External Registered legal description Use/Nature Land GLA m2 Weighted Town planning and Statutory Contraventions General description and details of leases No – Freedom property Valuation (Erf Number) / Extent Average Rental/m2 (where applicable) portfolio category) At 100% Physical Address (Hectares) (for the rentable – 1 February (all freehold properties) area of Currently 2014 (See Yielding Annexure 3) Properties) R

11.2 Steelpoort Industrial Park Industrial Zoned 53 300 000 Remainder of Steelpoort Extension 10 Industrial 9.39 28 000 – Property is zoned “Industrial” and approved in 28 000m2 of Industrial warehousing to be constructed. (To be built) (Commercial Development and Tweefontein Farm 360 KT accordance with the Development Facilitation Act The development is expected to commence in 2014 Properties) Steelpoort. 1995. and is expected to be completed by 2018. Approved on 9 December 2005. Approved for The projected costs of the development are set out in Industrial as per table A of the land use conditions. paragraph 5.14.2. • 3 Storeys • 60% coverage. Rezoning application will be submitted in February 2014. Application will be for Industrial. • Zoning application should take approximately 8 months. • Bulk services adequate for planned expansion and building can commence on sight in 2015. • Planned filling station. Zoning in place. Due diligence will be conducted in March 2014. Building will commence in June 2014.

12 Tweefontein Residential Zoning applied 384 000 000 Portion 15 of the Farm Tweefontein 360 KT. Residential 290 – – Eco 8 lodged a formal EIA application in 2009. The Proposed development makes provision for: 400 Full – Residential Estate (Residential Rental Properties) for study was conducted in accordance with the 2006 Title Units with an average size of 105m2 and Steelpoort. regulations to the National Environmental Management 4 600 Sectional Title Apartments with an average size Act. A public meeting was conducted and there were of 67m2. no objections. The application wasn’t completed due to The development of these units is expected to the high cost of the total development. commence in 2016 and is expected to be completed A formal application was lodged in 2011. The by 2022. application was lodged for 3 000 opportunities and The projected costs of the development are set out in has subsequently been withdrawn. The Town Planners paragraph 5.15.2. have since prepared final documentation for lodgement for 5 000 Affordable Residential opportunities.

13 Tubatse Residential Residential Zoned 297 700 000 Portion 5/6 of the remainder of the Full and 336 500 809 Zoning: Mixed zoning rights obtained 16 September 3 737 Residential Units consisting of 1 942 Full Estate (Residential Rental Properties) Farm Witgatboom 316, Sectional Title 2008. Township establishment and phasing plans Title Units with an average size of 222m2 and 1 795 (Burgerfort Ext 40 Township), have been approved in terms of the section 31 of the Sectional Title Units with an average size of 76m2 . Registration Division KT, Development Facilitation Act of 1995. The development of these units is expected to Limpopo Province, Burgersfort. commence in 2016 and is expected to be completed by 2022. The projected costs of the development are set out in paragraph 5.16.2.

14 Tubatse Industrial Commercial Zoned 101 000 000 Portion 5/6 of the remainder of the Retail and 2.74 366 666 – Zoning: Mixed zoning rights obtained 16 September 36 666m2 of Commercial/ Industrial sections to be (Commercial Development Farm Witgatboom 316, Industrial 2008. Township establishment and phasing plans constructed. Properties) (Burgerfort Ext 40 Township), have been approved in terms of section 31 of the The development is expected to commence in 2016 Registration Division KT, Development Facilitation Act of 1995. and is expected to be completed by 2020. Limpopo Province, Burgersfort. The project has been phased into 12 phases. The projected costs of the development are set out in paragraph 5.17.2.

15 Tubatse Homes Residential (Residential Rental Serviced 125 000 000 Erf 5973, 5974 of Portion 6 of the Residential 8.34 – – Zoning: Residential (Res2) obtained 5 May 2011. 117 Full Title Residential Units with an average size Properties) remainder of the farm Witgatboom 316KT Township establishment and phasing plans have been of 185m2. Burgersfort. approved in terms of section 31 of the Development The development of these units is expected to Facilitation Act of 1995. commence in 2014 and is expected to be completed by 2022. The projected costs of the development are set out in paragraph 5.18.2.

16 Gevonden 2 Residential Zoned 17 700 000 Portion 18 of the farm Weltevreden No 82, Sectional 0.64 4 650 – The subdivision, rezoning and phasing plans of the 42 Sectional Title Units consisting of 15 Townhouse units 2 (Phase 4 – Residential) (Residential Rental Properties) Proposed development for Title property were approved on 25 May 2012 in terms of with an average size of 175m and 27 Apartments with Gevonden Phase 4; section 25 of land use planning ordinance of 1985. an average size of 75m2. Stellenbosch. Based on the 2011/2012 tariff structure, the following The development of these units is expected to amounts are payable towards bulk contributions: commence in 2015 and is expected to be completed • Water – R659 760 by 2019. • Sewerage – R369 200 The projected costs of the development are set out in • Roads – R1 377 792 paragraph 5.19.2. • Storm water – R110 261 • Solid Waste – R51 652

98 Ref Project Name Type (see Note 1 Stage External Registered legal description Use/Nature Land GLA m2 Weighted Town planning and Statutory Contraventions General description and details of leases No – Freedom property Valuation (Erf Number) / Extent Average Rental/m2 (where applicable) portfolio category) At 100% Physical Address (Hectares) (for the rentable – 1 February (all freehold properties) area of Currently 2014 (See Yielding Annexure 3) Properties) R

11.2 Steelpoort Industrial Park Industrial Zoned 53 300 000 Remainder of Steelpoort Extension 10 Industrial 9.39 28 000 – Property is zoned “Industrial” and approved in 28 000m2 of Industrial warehousing to be constructed. (To be built) (Commercial Development and Tweefontein Farm 360 KT accordance with the Development Facilitation Act The development is expected to commence in 2014 Properties) Steelpoort. 1995. and is expected to be completed by 2018. Approved on 9 December 2005. Approved for The projected costs of the development are set out in Industrial as per table A of the land use conditions. paragraph 5.14.2. • 3 Storeys • 60% coverage. Rezoning application will be submitted in February 2014. Application will be for Industrial. • Zoning application should take approximately 8 months. • Bulk services adequate for planned expansion and building can commence on sight in 2015. • Planned filling station. Zoning in place. Due diligence will be conducted in March 2014. Building will commence in June 2014.

12 Tweefontein Residential Zoning applied 384 000 000 Portion 15 of the Farm Tweefontein 360 KT. Residential 290 – – Eco 8 lodged a formal EIA application in 2009. The Proposed development makes provision for: 400 Full – Residential Estate (Residential Rental Properties) for study was conducted in accordance with the 2006 Title Units with an average size of 105m2 and Steelpoort. regulations to the National Environmental Management 4 600 Sectional Title Apartments with an average size Act. A public meeting was conducted and there were of 67m2. no objections. The application wasn’t completed due to The development of these units is expected to the high cost of the total development. commence in 2016 and is expected to be completed A formal application was lodged in 2011. The by 2022. application was lodged for 3 000 opportunities and The projected costs of the development are set out in has subsequently been withdrawn. The Town Planners paragraph 5.15.2. have since prepared final documentation for lodgement for 5 000 Affordable Residential opportunities.

13 Tubatse Residential Residential Zoned 297 700 000 Portion 5/6 of the remainder of the Full and 336 500 809 Zoning: Mixed zoning rights obtained 16 September 3 737 Residential Units consisting of 1 942 Full Estate (Residential Rental Properties) Farm Witgatboom 316, Sectional Title 2008. Township establishment and phasing plans Title Units with an average size of 222m2 and 1 795 (Burgerfort Ext 40 Township), have been approved in terms of the section 31 of the Sectional Title Units with an average size of 76m2 . Registration Division KT, Development Facilitation Act of 1995. The development of these units is expected to Limpopo Province, Burgersfort. commence in 2016 and is expected to be completed by 2022. The projected costs of the development are set out in paragraph 5.16.2.

14 Tubatse Industrial Commercial Zoned 101 000 000 Portion 5/6 of the remainder of the Retail and 2.74 366 666 – Zoning: Mixed zoning rights obtained 16 September 36 666m2 of Commercial/ Industrial sections to be (Commercial Development Farm Witgatboom 316, Industrial 2008. Township establishment and phasing plans constructed. Properties) (Burgerfort Ext 40 Township), have been approved in terms of section 31 of the The development is expected to commence in 2016 Registration Division KT, Development Facilitation Act of 1995. and is expected to be completed by 2020. Limpopo Province, Burgersfort. The project has been phased into 12 phases. The projected costs of the development are set out in paragraph 5.17.2.

15 Tubatse Homes Residential (Residential Rental Serviced 125 000 000 Erf 5973, 5974 of Portion 6 of the Residential 8.34 – – Zoning: Residential (Res2) obtained 5 May 2011. 117 Full Title Residential Units with an average size Properties) remainder of the farm Witgatboom 316KT Township establishment and phasing plans have been of 185m2. Burgersfort. approved in terms of section 31 of the Development The development of these units is expected to Facilitation Act of 1995. commence in 2014 and is expected to be completed by 2022. The projected costs of the development are set out in paragraph 5.18.2.

16 Gevonden 2 Residential Zoned 17 700 000 Portion 18 of the farm Weltevreden No 82, Sectional 0.64 4 650 – The subdivision, rezoning and phasing plans of the 42 Sectional Title Units consisting of 15 Townhouse units 2 (Phase 4 – Residential) (Residential Rental Properties) Proposed development for Title property were approved on 25 May 2012 in terms of with an average size of 175m and 27 Apartments with Gevonden Phase 4; section 25 of land use planning ordinance of 1985. an average size of 75m2. Stellenbosch. Based on the 2011/2012 tariff structure, the following The development of these units is expected to amounts are payable towards bulk contributions: commence in 2015 and is expected to be completed • Water – R659 760 by 2019. • Sewerage – R369 200 The projected costs of the development are set out in • Roads – R1 377 792 paragraph 5.19.2. • Storm water – R110 261 • Solid Waste – R51 652

99 Ref Project Name Type (see Note 1 Stage External Registered legal description Use/Nature Land GLA m2 Weighted Town planning and Statutory Contraventions General description and details of leases No – Freedom property Valuation (Erf Number) / Extent Average Rental/m2 (where applicable) portfolio category) At 100% Physical Address (Hectares) (for the rentable – 1 February (all freehold properties) area of Currently 2014 (See Yielding Annexure 3) Properties) R

17 Elm Drive Commercial Zoned/Serviced 9 900 000 Remaining extent of Portion 4 of Erf 85 Residential 3 966 m2 2 379 – General Residential. 2 379m2 of office space to be constructed. (Commercial Development Inanda Township, Gauteng The improvements to this development expected to Properties) commence in 2015 and is expected to be completed Physical Address within 12 months. 66 Elm Drive, Inanda, Sandton. The projected costs of the development are set out in paragraph 5.20.2.

Note: 1 STEELPOORT INDUSTRIAL PARK – Tenant Schedule GLA Lease Tenant (m2) expiry date 1 Hot Dip Galvanising Company Proprietary Limited. 1 003.6 31/12/2015 2 Bolt & Engineering Distributors Proprietary Limited 522.9 31/08/2015 3 Pro Enviro SA Proprietary Limited 191.5 31/03/2018 4 Aard Mining Equipment Proprietary Limited 279.8 30/09/2015 5 Advanced Group of Companies (ACE Fire) 366.6 31/10/2014 6 Hot Dip Galvanising Company Proprietary Limited 2 235.7 31/12/2015 7 PW Engineering 1 096.0 31/01/2018 8 Mantella Labour Proprietary Limited 621.3 30/08/2016 9 Afrox (The Linde Group) 247.1 30/09/2015 10 RKD Engineering Proprietary Limited 1 262.3 31/01/2019 11 Allied Crane (no building – only containers) 1.0 30/04/2015 12 Actom (Pty) Ltd 611.5 31/07/2017 13 Weir Minerals Africa Proprietary Limited t/a Warman 872.8 mnth – mnth 14 Parm Products Proprietary Limited 529.9 31/07/2018 15 Macsteel Service Centre Proprietary Limited 3 900.0 31/03/2017 16 Apelliefie (Container) 1.0 31/07/2016 17 Turbo Fluid Projects Close Corporation 164.6 30/06/2015 18 Bafokeng Hydraulics & Mining Proprietary Limited (Expired) 416.1 Vacant 19 Allied Pfutziger Proprietary Limited t/a Toolquip & Allied 190.2 28/02/2015 20 Rock Tool Services 253.9 31/05/2014 21 Rham Equipment Proprietary Limited 554.2 31/08/2015 22 Kutting Mpumalanga Proprietary Limited 140.2 31/07/2014 23 Valfrira Engineering Johannesburg (VME) 451.8 30/09/2014 24 Becker Engineering Proprietary Limited 164.3 30/06/2018

100 Ref Project Name Type (see Note 1 Stage External Registered legal description Use/Nature Land GLA m2 Weighted Town planning and Statutory Contraventions General description and details of leases No – Freedom property Valuation (Erf Number) / Extent Average Rental/m2 (where applicable) portfolio category) At 100% Physical Address (Hectares) (for the rentable – 1 February (all freehold properties) area of Currently 2014 (See Yielding Annexure 3) Properties) R

17 Elm Drive Commercial Zoned/Serviced 9 900 000 Remaining extent of Portion 4 of Erf 85 Residential 3 966 m2 2 379 – General Residential. 2 379m2 of office space to be constructed. (Commercial Development Inanda Township, Gauteng The improvements to this development expected to Properties) commence in 2015 and is expected to be completed Physical Address within 12 months. 66 Elm Drive, Inanda, Sandton. The projected costs of the development are set out in paragraph 5.20.2.

Note: 1 STEELPOORT INDUSTRIAL PARK – Tenant Schedule GLA Lease GLA Lease Tenant (m2) expiry date Tenant (m2) expiry date 1 Hot Dip Galvanising Company Proprietary Limited. 1 003.6 31/12/2015 25 M&J Mining & Marketing Proprietary Limited (Vacant) 357.0 Vacant 2 Bolt & Engineering Distributors Proprietary Limited 522.9 31/08/2015 26 Galison Group (Written confirmation) 150.0 31/05/2018 3 Pro Enviro SA Proprietary Limited 191.5 31/03/2018 27 OM Trading Tubatse 150.0 30/06/2016 4 Aard Mining Equipment Proprietary Limited 279.8 30/09/2015 28 Plato Hydraulics 150.0 31/07/2015 5 Advanced Group of Companies (ACE Fire) 366.6 31/10/2014 29 Waco Africa Proprietary Limited t/a Sanitech (Containers) 1.0 30/04/2017 6 Hot Dip Galvanising Company Proprietary Limited 2 235.7 31/12/2015 30 RKD Engineering Proprietary Limited 1 262.3 31/01/2019 7 PW Engineering 1 096.0 31/01/2018 31 Contrarian Investment Holdings Proprietary Limited 1.0 31/07/2025 8 Mantella Labour Proprietary Limited 621.3 30/08/2016 32 Contrarian Investment Holdings Proprietary Limited – no building 1.0 31/07/2025 9 Afrox (The Linde Group) 247.1 30/09/2015 33 Contrarian Investment Holdings Proprietary Limited – no building 1.0 31/10/2025 10 RKD Engineering Proprietary Limited 1 262.3 31/01/2019 34 Xylem Water Solutions 450.0 30/08/2016 11 Allied Crane (no building – only containers) 1.0 30/04/2015 35 Rham Equipment Proprietary Limited 150.0 30/06/2017 12 Actom (Pty) Ltd 611.5 31/07/2017 36 Burma Plant Hire Proprietary Limited 288.7 30/09/2014 13 Weir Minerals Africa Proprietary Limited t/a Warman 872.8 mnth – mnth 37 Xstrata Projects Chrome Division 1 240.0 28/02/2013 14 Parm Products Proprietary Limited 529.9 31/07/2018 Total m² 20 280.1 15 Macsteel Service Centre Proprietary Limited 3 900.0 31/03/2017 16 Apelliefie (Container) 1.0 31/07/2016 17 Turbo Fluid Projects Close Corporation 164.6 30/06/2015 18 Bafokeng Hydraulics & Mining Proprietary Limited (Expired) 416.1 Vacant 19 Allied Pfutziger Proprietary Limited t/a Toolquip & Allied 190.2 28/02/2015 20 Rock Tool Services 253.9 31/05/2014 21 Rham Equipment Proprietary Limited 554.2 31/08/2015 22 Kutting Mpumalanga Proprietary Limited 140.2 31/07/2014 23 Valfrira Engineering Johannesburg (VME) 451.8 30/09/2014 24 Becker Engineering Proprietary Limited 164.3 30/06/2018

101 Annexure 3

INDEPENDENT PROPERTY VALUER’S VALUATION REPORT ON THE PROPERTY PORTFOLIO and SUMMARY VALUATIONS

The Directors Freedom Property Fund Limited PO Box 2712 Port Alfred 6170

24 February 2014

Dear Sirs,

INDEPENDENT PROPERTY VALUERS’ REPORT OF PROPERTIES ACQUIRED BY FREEDOM PROPERTY FUND LIMITED (“FREEDOM”) AS DETAILED IN THE INDIVIDUAL VALUATION REPORTS HELD BY FREEDOM PROPERTY FUND LIMITED

In accordance with your final instruction of 20 August 2013, we confirm that we have visited and inspected the properties, as set out in Annexure 2 of this pre-listing statement (“the properties“) during the period from June 2013 to August 2013 and have received all necessary details required to perform a valuation in order to provide you with our professional and considered opinion of the market value of the properties as at 1 February 2014.

1. INTRODUCTION The valuation of the properties identified for purchase by Freedom has been carried out by the valuer, who has carefully considered all aspects of all the properties. Each property has a detailed valuation report in excess of 20 pages, which has been given to the management of Freedom. The detailed valuation reports include commentary on the current economy, nature of the properties, locality, current and future tenancy, risk profile, forward rent and earning capability, exposure to future expenses and overall property risk. All these aspects have been considered in the individual detailed valuation reports of the properties. The detailed valuation reports have further addressed the tenancy income capability and expenditure for each property and tenant. Historic expenditure profiles as well as future required expenditure have been considered. The important aspects of these reports, including the market value of all of the properties, has been summarised in Annexure 2 of the pre-listing statement.

2. BASIS OF VALUATION The valuation is based on market value. Market value is the estimated amount for which a property should exchange hands on the date of valuation between a willing buyer and a willing seller in an arm’s length transaction after proper marketing and assuming that the parties had each acted knowledgeably, prudently, and without compulsion.

3. VALUE CALCULATION The calculation of the market value of the properties has, in most part, been based on the capitalisation of potential income. This is the fundamental basis on which the value of investment properties is calculated. Investment properties produce a perpetual income stream, and the capitalisation of such net revenue is an accurate means of determining the value. Properties traded in the current market reflect a yield rate relationship between revenue and capital value. This rate is an accurate determinant of the capitalisation rate. The discounted cash flow of each property where this was deemed appropriate has also been used as a check to ensure that the capitalised value is consistent with market norms and expectations.

102 The considerations applied to the capitalised value of the properties are as follows: 3.1 the forward cash flows of all contractual and non-contractual (expected) income from the properties; 3.2 the forward contractual and non-contractual (expected) expenditures, including appropriate provisions; 3.3 the vacancy profile of the properties, which is noted as being marketed related; 3.4 renovation, redevelopment and/or refurbishment; 3.5 the expected rental profile, the current lease agreements have been scrutinised to ascertain whether they are market-related. This has been determined by comparing similar buildings in comparable areas to the properties valued, in terms of rental per square metre. The rental rate has also been checked against various published indices including the Rode’s Retail Reports and Surveys and South African Property Owners Association (SAPOA) index. Should any property reflect a rental higher than market, this has been brought back to market-related rates within the valuation calculations and is reflected in the reports. Most of the rental properties can be re-rented at the same or higher rentals should such properties become vacant. There is therefore minimal potential for rent-flow reversion. There is positive upside potential for real growth in rentals provided the economy remains in a recovery pattern and that there are no major economic fluctuations that may upset the economy; 3.6 capitalising the net contractual income derived from the properties for an appropriate forward- looking as from 1 February 2014; 3.7 the valuations have considered published market statistics regarding rental rates and required expenditure for the different types of properties. They have also considered numerous other portfolios of similar properties in order to determine if any properties are over-rented or have excessive expenditure required; and 3.8 various provisions for capital contingencies were deducted from the capitalised value if required.

4. BRIEF DESCRIPTION The built properties are all well-constructed, well managed and subject to high levels of cost recovery. The commercial offices are located in well-established and easily accessible commercial hubs. Most of the portfolio is located in nodes with a high demand. All escalation profiles within the existing rental portfolio are market related and at levels that ensure positive growth in the income generated by each property without the risk of creating an over-rented position.

5. VALUATION QUALIFICATIONS Qualifications are usually detailed as a consequence of: • leases under negotiation that have not yet been formalised; • leases of a large nature where the premises are difficult to re-let; • specialised properties; • large exposure to a single tenant; • potential tenant failure due to over-rent; • expenses required for major repairs; • maintenance or other exposure to maintain the lettability of the building; • contingent expropriations or servitudes that may be enforced; and • poor lease terms whereby the lease may be disputed or rendered invalid.

We have, to the best of our knowledge, considered all of these aspects in the valuation of all the rental properties. There are no properties that are prejudiced in value by the influence of the abovementioned factors.

103 The valuer is however not responsible for the competent daily management of these rental properties that will ensure that this status is maintained, or for the change of any laws, services by local authority or economic circumstances that may adversely impact on the integrity of the buildings or the tenant profile.

6. OPTIONS OR BENEFIT/DETRIMENT OF CONTRACTUAL ARRANGEMENTS No valuation has been required detailing the benefit or detriment of contractual arrangements in respect of the properties or where there may be a benefit in options held. We are unaware of any options in favour of any parties for any purchases of any of the properties.

7. RELATED PARTY LEASES Having inspected all the tenant schedules it is noted that there are no related party leases.

8. CURRENT STATE OF DEVELOPMENT The properties are all developed or capable of being developed and capable of accommodating tenants.

9. OPTIONS To the best of our knowledge, there are no options to purchase any property held by any party.

10. EXTERNAL PROPERTY There is no external property.

11. OTHER GENERAL MATTERS AND VALUATION SUMMARY A full detailed valuation report is available on a property by property basis detailing tenancy, town planning, valuer commentary, expenditure and other details. This has been given to the directors of Freedom. A summary of these valuations is contained in the attached “Schedule – Summary of Valuation Reports”. Further details relating to the properties are contained in Annexure 2 of the Freedom pre-listing statement.

12. OTHER COMMENTS To the best of our knowledge there are no contractual arrangements on the properties other than: • the leases as detailed in the valuation reports; • contracts relating to management; • security; • insurance; and/or • general building maintenance, that has a major benefit or is detrimental to the fundamental value of the properties. Our valuation excludes any amounts of Value-Added Tax, transfer duty, or duty on share in the event of a company transaction.

13. CAVEATS 13.1 Source of information and verification Information on the properties regarding rental income, recoveries, turnovers and other income detail as well as development cost has been provided to us by the current owners and their managing agents. We have compared the required income and expenditures given to us to market norms of similar properties. This has also been compared to historic income and expenditure levels of the properties themselves, where available. Historical contractual income and expenditures and municipal utility services were also compared to the past performance of the properties in order to assess potential expenditure going forward.

104 Audit fees have been excluded at property level and not considered in each valuation report as these costs will be carried at fund level.

13.2 Full disclosure The valuations have been prepared on the basis that full disclosures of all information and factors that may affect the valuation have been made to us. We have to the best of our ability researched the market as well as taken all reasonable steps to check the required future expenditure and projected future income as well as checked the existing income against contractual lease agreements and rolls and checked existing expenditure against historical expense invoices. These were compared to the market to accurately represent this property’s income capability. 13.3 Leases Our valuations of rented properties have been based upon actual lease agreements and in some instances a high level summary of actual tenant leases supplied to us by the owners and managing agents, which we have examined and used as the main factor in our valuation.

13.4 Lessee’s credibility In arriving at our valuation of the rental properties cognisance has been taken of tenant security and rating. In some cases this has influenced the capitalisation rate by way of risk consideration.

13.5 Mortgage bonds, loans, etc The properties have been valued as if wholly-owned with no account being taken of any outstanding monies due in respect of mortgage bonds, loans and other charges. No deductions have been made in our valuation for costs associated with acquisition. The valuation is detailed in a completed state and no deductions have been made for retention or any other set-off or deduction associated with purchase.

13.6 Calculation of areas All areas quoted within the detailed valuation reports have been verified from the plans as well as our own on site measurements. The reported square meterage is correct.

13.7 Structural condition The completed properties have been valued in their existing state. We have not carried out any structural surveys, inspected those areas that are unexposed or inaccessible or arranged for the testing of any electrical or other services.

13.8 Town planning Full town planning details and title deeds, including building conditions and restrictions, have been supplied in the detailed valuation reports. The properties have been checked against such documentation to ensure that they comply with town planning regulations. There do not appear to be any infringements of local authority regulations and/or deeds by any of the properties. The valuations have further assumed that any improvements, if applicable, have been erected in accordance with the relevant Building and Town Planning Regulations. On inspection it would appear that the improvements are in accordance with the relevant town planning regulations.

14. SCHEDULE OF RENTAL AND FUTURE INCOME A schedule of the current rentals and estimated future rentals are detailed in the valuation reports.

105 15. MARKET VALUE We are of the opinion that the market value of the properties identified for purchase by FREEDOM PROPERTY FUND LIMITED is R1 561 500 000 (one billion, five hundred and sixty-one million five hundred thousand Rands) as at 1 February 2014. The value of properties to be owned entirely (100%) by FREEDOM PROPERTY FUND LIMITED is therefore R1 561 500 000 (one billion, five hundred and sixty-one million five hundred thousand Rands).

We trust that we have carried out all instructions to your satisfaction and thank you for the opportunity off undertaking this valuation on your behalf.

Assuring you of our best service at all times.

Yours faithfully,

Johan Bosman M.I.V. (SA) Professional Valuer 2450

106 See Notes 2 and 3 See Notes In terms of the Residential Rental Properties, Wespark Palms was the only property held for residential development valued future utilising an income capitalisation model, as a portion had been developed out since 2009, and rented applicable data i.e. direct was available for the study, being with 16 units currently out in the market. rented See Note 1 See Note General Comments General Assumptions and 5) 1 to (See Notes

2 2 to the has been 2 2 land 2 of developed 2 available for development, arriving at an alternative value of R8 299 800. 894m residential property, property, residential would imply a valuation of R7 152 000. applied to the 6 148m and R12 000/m (last recorded sale (last recorded being close to 2 years’ ago). Applying a rate at the lower range of R8 000/m Comparable units in sell for the area between R8 000/m Based on comparable sales of vacant land in the a rate of area, R1 350/m Comparative Comparative Valuation as (if applicable contained in the detailed valuation reports) on 2 . 2 Net income of R844 214 per annum. Capitalisation rate of 11%. completion of the development. Estimated net income estimated on completion of R2 956 342. A discount rate to determine value of present 13% over 1.5 years has been utilised. A GLA of 3 074m GLA of 894m • • • • The income capitalisation model valuation method has been utilised to value the property held for development, based on: • Valuation methodology methodology Valuation the applied in valuing property The income capitalisation model has been utilised to value the completed units based on the following: • 2014 External External Valuation Valuation At 100% – At 100% 1 February 1 February R5 800 000 R5 900 000 Stage Property held for future development and retained by Freedom as income generating assets rental Completed Residential Leased Units Type Type (as defined in the pre-listing statement) Residential (Residential Rental Properties) Residential (Currently Yielding Properties) Project Name Project (see property in description 2 Annexure of the pre-listing statement) Wespark Palms Wespark developed) (To be Wespark Palms Wespark SCHEDULE – SUMMARY VALUATION SCHEDULE – SUMMARY Ref Ref No 1.2 1.1

107 See Note 3 See Note The discounted cash flow valuation methodology applying to net income of sales was estimated future rental utilised as insufficient data was available to conduct a meaningful study, i.e. notwithstanding the fact intends to hold that Freedom these properties as rental assets. residential General Comments General Assumptions and 5) 1 to (See Notes Based on comparable sales of 10 vacant stands with an in the area, average selling price of R170 700, a net value (after servicing costs) of R11 226 800 has been arrived at. Comparative Comparative Valuation as (if applicable contained in the detailed valuation reports) . 2 ). 2 . 2 to be developed 2 (100 units of 91m Estimated construction costs of R3 541/m costs of Infrastructure R58 432 per unit. A discount rate to determine value of present 19% over 2 years has been utilised on expected net income of future R24 890 166 in the event the property was sold. net of sales are Values commissions and adjusted for normal company taxation at 28%. Estimated sales price of R9 000/m 9 120m • • • • • Valuation methodology methodology Valuation the applied in valuing property A discounted cash flow valuation method has been utilised to value the property held for development, based on: • 2014 External External Valuation Valuation At 100% – At 100% 1 February 1 February R13 000 Stage Property held for future development and retained by Freedom as income generating assets rental Type Type (as defined in the pre-listing statement) Residential (Residential Rental Properties) Project Name Project (see property in description 2 Annexure of the pre-listing statement) La Hoff Mews La Hoff Ref Ref No 2

108 See Note 3 See Note The discounted cash flow valuation methodology applying to net income of sales was estimated future rental utilised as insufficient data was available to conduct a meaningful study i.e. notwithstanding the fact intends to hold that Freedom these properties as rental assets. residential General Comments General Assumptions and 5) 1 to (See Notes Based on comparable sales of 30 vacant stands with an in the area, average selling price of R55 000, a net value of R26 895 000has been arrived at for the 489 stands and R4 500 000 for the 10 already completed units, i.e. a total value of R31 395 000. Comparative Comparative Valuation as (if applicable contained in the detailed valuation reports) . 2 . 2 (499 units of 2 ). 2 73m Estimated sales price of R10 187/m Estimated construction costs of R3 342/m costs of Infrastructure R29 392 per unit. A discount rate to determine value of present 14% over 4 years has been utilised on expected net income of future R114 068 120 in the event the property was sold. net of sales are Values commissions and adjusted for normal company taxation at 28%. Total development of Total 36 427m • • • • • Valuation methodology methodology Valuation the applied in valuing property A discounted cash flow valuation method has been utilised to value the property held for development of the 489 units and 10 complete units, based on: • 2014 External External Valuation Valuation At 100% – At 100% 1 February 1 February R56 000 Stage Property held for future development and retained by Freedom as income generating assets rental Type Type (as defined in the pre-listing statement) Residential (Residential Rental Properties) Project Name Project (see property in description 2 Annexure of the pre-listing statement) Emfuleni Estate Ref Ref No 3

109 See Note 2 See Note With 3 new shopping centres developed and 5 new office in the past parks in the area data was 3 years, sufficient available in valuing Propmed utilising the income capitalisation method. General Comments General Assumptions and 5) 1 to (See Notes No valuation based on comparable sales has been done for Propmed, due to limited available sales data for the area. Comparative Comparative Valuation as (if applicable contained in the detailed valuation reports) has 2 and a 2 ). 2 . 2 to R135/m 2 vacancy factor of 2% has been applied on a gross of R128/m rental Estimated net income of R1 943 880 per annum. The demand for space in commercial/office Kimberly is high. A net rate of R125/m rental been utilised (in terms of the Rode & Associates Report the range is R125 m A capitalisation rate of 9% has been applied. GLA of 1 322m • • • Valuation methodology methodology Valuation the applied in valuing property The income capitalisation model has been utilised to value the completed units based on the following: • 2014 External External Valuation Valuation At 100% – At 100% 1 February 1 February R12 400 000 Stage Completed commercial building to be further developed and held by as Freedom an income generating commercial property Type Type (as defined in the pre-listing statement) Commercial Commercial (Commercial Development Properties) Project Name Project (see property in description 2 Annexure of the pre-listing statement) Propmed Ref Ref No 4

110 See Note 3 See Note The discounted cash flow valuation methodology applying to net income of sales was estimated future rental utilised as insufficient data was available to conduct a meaningful study, i.e. notwithstanding the fact intends to hold that Freedom these properties as rental assets. residential General Comments General Assumptions and 5) 1 to (See Notes Based on comparable sales of 16 vacant stands with an in the area, average selling price of R528 437, a net value (after servicing costs) of R96 927 408 has been arrived at. Comparative Comparative Valuation as (if applicable contained in the detailed valuation reports) . 2 . 2 . 2 Estimated construction costs of R4 464/m costs of Infrastructure R30 487 per unit. A discount rate to determine value of present 20% over 4 years has been utilised on expected net income of future R287 069 418 in the event the property was sold. net of sales are Values commissions and adjusted for normal company taxation at 28%. Estimated sales price of R13 718/m Total development of Total 530 units of 90m • • • • • Valuation methodology methodology Valuation the applied in valuing property A discounted cash flow valuation method has been utilised to value the property held for development of the 530 units, based on: • 2014 External External Valuation Valuation At 100% – At 100% 1 February 1 February R99 600 000 Stage Property held for future development and retained by Freedom as income generating assets rental Type Type (as defined in the pre-listing statement) Residential (Residential Rental Properties) Project Name Project (see property in description 2 Annexure of the pre-listing statement) Portolan Place Village) (Retirement Ref Ref No 5

111 See Note 4 See Note General Comments General Assumptions and 5) 1 to (See Notes

2 at 2 2 at 2 2 2 2 2 R350m R215/m Unzoned residential – 426 928m at R114/m Commercial zoned – 8 063m Industrial zoned – 21 688m at R1250m Zoned residential Zoned residential – 312 022m • • • A discounted cash flow valuation method has been utilised to value the property held for development and sale of 261 erven/ plots, based on: • Comparative Comparative Valuation as (if applicable contained in the detailed valuation reports) . 2 Estimated sales price of R500 000/erven (serviced stand). costs of Infrastructure R88 000/erven. A discount rate to determine value present of 26% over 8.5 years has been utilised on expected income of net future R1 088 020 000. net of sales are Values commissions and adjusted for normal company taxation at 28%. Average size of erven/plots Average of 492m • • • • Valuation methodology methodology Valuation the applied in valuing property Based on comparable sales in sales comparable on Based report, a retail terms of Rode’s net value of R133 424 072 has been arrived at assuming: • 2014 External External Valuation Valuation At 100% – At 100% 1 February 1 February R108 000 Stage Property held for future development and portion to be sold as serviced residential erven Type Type (as defined in the pre-listing statement) Residential (Residential Sale Properties) Project Name Project (see property in description 2 Annexure of the pre-listing statement) Langebaan Beach Ref Ref No 6

112 See Note 4 See Note General Comments General Assumptions and 5) 1 to (See Notes The market conditions of surrounding suburbs were investigated. There very currently are few vacant stands available in the areas. surrounding The demand for development is stands in the area very good and have been sold for R500 000. No separate comparable valuation has been done. Comparative Comparative Valuation as (if applicable contained in the detailed valuation reports) . 2 Estimated sales price of R500 000/erven (serviced stand). A discount rate to determine value of present 30% over 3 years has been utilised on expected net income of future R 92 021 250. net of sales are Values commissions and adjusted for normal company taxation at 28%. Average size of erven/plots Average of 293m • • • Valuation methodology methodology Valuation the applied in valuing property A discounted cash flow valuation method has been utilised to value the property sale and development for held of 261 erven/plots, based on: • 2014 External External Valuation Valuation At 100% – At 100% 1 February 1 February R30 000 Stage Property held for future development and portion to be sold as serviced residential erven Type Type (as defined in the pre-listing statement) Residential (Residential Sale Properties) Project Name Project (see property in description 2 Annexure of the pre-listing statement) Miami Village Ref Ref No 7.1

113 See Note 3 See Note The discounted cash flow valuation methodology applying to net income of sales was estimated future rental utilised as insufficient data was available to conduct a meaningful study, i.e. notwithstanding the fact intends to hold that Freedom these properties as rental assets. residential General Comments General Assumptions and 5) 1 to (See Notes Based on comparable sales of 8 vacant stands with an in the area, average selling price of R400 000, a value of R5 600 000 has been arrived at. Comparative Comparative Valuation as (if applicable contained in the detailed valuation reports) . 2 . 2 (average of 2 ). 2 108m Estimated sales price of R10 200/m Estimated construction costs of R5 389/m already Infrastructure installed (erven serviced). A discount rate to determine value of present 28% over 2 years has been utilised on expected net income of future R4 882 696 in the event property was sold. net of sales are Values commissions and adjusted for normal company taxation at 28%. Total development of Total 1 512m • • • • • Valuation methodology methodology Valuation the applied in valuing property A discounted cash flow valuation method has been utilised to value the property held for development of the 14 units, based on: • 2014 External External Valuation Valuation At 100% – At 100% 1 February 1 February R1 900 000 Stage Property held for future development and retained by Freedom as income generating assets rental Type Type (as defined in the pre-listing statement) Residential (Residential Rental Properties) Project Name Project (see property in description 2 Annexure of the pre-listing statement) Miami Village Ref Ref No 7.2

114 See Note 3 See Note The discounted cash flow valuation methodology applying to net income of sales was estimated future rental utilised as insufficient data was available to conduct a meaningful study, i.e. notwithstanding the fact intends to hold that Freedom these properties as rental assets. residential General Comments General Assumptions and 5) 1 to (See Notes Based on comparable sales of 11 vacant stands with an in the area, average selling price of R140 000, a net value (after servicing costs) of R7 568 400 has been arrived at. Comparative Comparative Valuation as (if applicable contained in the detailed valuation reports) . 2 . 2 Estimated construction costs of R3 709/m costs Infrastructure estimated at R45 395 per unit. A discount rate to determine value of present 20% over 1.5 years has been utilised on expected income of net future R12 689 516 in the event the property was sold. net of sales are Values commissions and adjusted for normal company taxation at 28%. Estimated sales price of R9 500/m • • • • Valuation methodology methodology Valuation the applied in valuing property A discounted cash flow valuation method has been utilised to value the property held for development of 80 units, based on: • 2014 External External Valuation Valuation At 100% – At 100% R 000 1 February 1 February Stage Property held for future development and retained by Freedom as income generating assets rental Type Type (as defined in the pre-listing statement) Residential (Residential Rental Properties) Project Name Project (see property in description 2 Annexure of the pre-listing statement) Montana Residential Ref Ref No 8

115 See Note 1 See Note Details of the existing tenant 2 of set out in Annexure are statement. this pre-listing The income capitalisation model is considered and valued at appropriate “highest and best use” consistent with Freedom’s objective to develop and hold the property as an income generating industrial asset. General Comments General Assumptions and 5) 1 to (See Notes No valuation based on comparable sales has been done for the completed portion of Stellenbosch Industrial. Note that the available developed industrial space is occupied by a single tenant and the existing lease is in place to 2020. Comparative Comparative Valuation as (if applicable contained in the detailed valuation reports)

2 ). 2 . 2 has been utilised 2 Net income of R5 439 510 per annum. The demand for industrial space in Stellenbosch is very rate high. A net rental of R58/m (in terms of the Rode & Associates Report the range is R55/m2 to R70/m Capitalisation rate of 9.4%. and a vacancy factor of 6% has been applied on a of R62/m rental gross GLA of 8 287m • • • Valuation methodology methodology Valuation the applied in valuing property The income capitalisation model has been utilised to value the completed industrial park based on the following: • 2014 External External Valuation Valuation At 100% – At 100% 1 February 1 February R42 000 Stage Complete industrial development to be held by as Freedom an income generating property Type Type (as defined in the pre-listing statement) Industrial (Currently Yielding Properties) Project Name Project (see property in description 2 Annexure of the pre-listing statement) Stellenbosch Industrial Ref Ref No 9.1

116 See Note 2 See Note The income capitalisation model is considered and valued at appropriate “highest and best use” consistent with Freedom’s objective to develop and hold the property as an income generating industrial asset. General Comments General Assumptions and 5) 1 to (See Notes . 2 A comparative valuation of R12 320 000 has been arrived at utilising Rode’s Report for Valuation serviced industrial land (without at improvements) R1 760/m Comparative Comparative Valuation as (if applicable contained in the detailed valuation reports)

. 2 2 ). 2 to R70/m at R65/m 2 2 has been utilised 2 Net income of R3 835 841 per annum. The demand for industrial space in Stellenbosch is very rate high. A net rental of R58/m and a vacancy factor of 6% has been applied on a of R62/m rental gross (in terms of the Rode & Associates Report the range is R55/m Estimated total construction costs of R23.6 million. Capitalisation rate of 9.4%. value The estimated future has been discount to terms present to arrive at the valuation utilising a discount rate of 13% over 9 months and is net of normal company income tax at 28%. GLA of 5 215m • • • • • Valuation methodology methodology Valuation the applied in valuing property The income capitalisation model has been utilised to value the industrial park to be developed based on the following assumptions on completion: • 2014 External External Valuation Valuation At 100% – At 100% 1 February 1 February R11 000 Stage Industrial property held for future developed and to be by retained as Freedom an income generating property Type Type (as defined in the pre-listing statement) Industrial (Commercial Development Properties) Project Name Project (see property in description 2 Annexure of the pre-listing statement) Stellenbosch Industrial Ref Ref No 9.2

117 See Note 2 See Note The income capitalisation model is considered and valued at appropriate “highest and best use” consistent with Freedom’s objective to develop and hold the property as an income generating industrial asset. General Comments General Assumptions and 5) 1 to (See Notes . 2 A comparative valuation of R22 800 000 has been arrived at utilising Rode’s Report for Valuation unserviced industrial land (without improvements) at R600/m Comparative Comparative Valuation as (if applicable contained in the detailed valuation reports) ). 2 to R90/m2 2 . has been utilised 2 2 (in terms of the Rode & Associates Report the range is R75/m Net income of R46 466 380 per annum. The demand for industrial space in Heidelberg is rate of high. A net rental R80/m Estimated total construction costs of R233 million. Capitalisation rate of 12%. value The estimated future has been discount to terms present to arrive at the valuation utilising a discount rate of 16% over 4.5 years and is net of normal company income tax at 28%. and a vacancy factor of 8% has been applied on a of R87/m rental gross GLA of 51 492m2 at R80/m • • • • • Valuation methodology methodology Valuation the applied in valuing property The income capitalisation model has been utilised to value the industrial park to be developed based on the following assumptions on completion: • 2014 External External Valuation Valuation At 100% – At 100% 1 February 1 February R62 600 000 Stage Industrial property held for future developed and to be by retained as Freedom an income generating property Type Type (as defined in the pre-listing statement) Industrial (Commercial Development Properties) Project Name Project (see property in description 2 Annexure of the pre-listing statement) Sweet Waters Sweet Waters Industrial Park Ref Ref No 10

118 See Note 1 See Note Details of existing tenants are 2, Note 1 set out in Annexure statement. of the pre-listing The income capitalisation model is considered and valued at appropriate “highest and best use” consistent with Freedom’s objective to develop and hold the property as an income generating industrial asset. General Comments General Assumptions and 5) 1 to (See Notes No valuation based on comparable sales has been done for the completed portion of Steelpoort Industrial. Comparative Comparative Valuation as (if applicable contained in the detailed valuation reports) . 2 at R75 m at 2 Net income of R17 156 880 per annum. 10.5%. of rate Capitalisation GLA of 20 280m 20 of GLA

• • Valuation methodology methodology Valuation the applied in valuing property The income capitalisation model has been utilised to value the completed industrial park based on the following: • 2014 External External Valuation Valuation At 100% – At 100% 1 February 1 February R117 700 000 Stage Complete Type Type (as defined in the pre-listing statement) Industrial (Currently Yielding Properties) Project Name Project (see property in description 2 Annexure of the pre-listing statement) Steelpoort Industrial Park Ref Ref No 11.1

119 See Note 2 See Note The income capitalisation model is considered and valued at appropriate “highest and best use” consistent with Freedom’s objective to develop and hold the property as an income generating industrial asset. General Comments General Assumptions and 5) 1 to (See Notes

2 . 2 serviced industrial land (without at improvements) R650/m No comparable sales data has been utilised as this is the only industrial development in the and no sales area have taken place in the past 5 years. A comparative valuation of R45 500 000 has been arrived at utilising Rode’s Report for Valuation the 70 000m Comparative Comparative Valuation as (if applicable contained in the detailed valuation reports) .

2 2

2 at R75 m at 2 and a vacancy ). 2 2 Net income of R23 688 000 per annum. The demand for industrial space in Steelpoort is high. rate of R75/m A net rental factor of 8% has been rental applied on a gross of R82/m Estimated total construction costs of R98.6 million. Capitalisation rate of 13%. value The estimated future has been discounted to terms present to arrive at the valuation utilising a discount rate of 14% over 1.5 years and is net of normal company income tax at 28%. has been utilised (in terms of the Rode & Associates Report the range is R70/m to R85/m GLA of 28 000m 28 of GLA • • • • • Valuation methodology methodology Valuation the applied in valuing property The income capitalisation model has been utilised to value the industrial park to be developed based on the following assumptions on completion: • 2014 External External Valuation Valuation At 100% – At 100% 1 February 1 February R53 300 000 Stage Industrial property held for future developed and to be by retained as Freedom an income generating property Type Type (as defined in the pre-listing statement) Industrial (Commercial Development Properties) Project Name Project (see property in description 2 Annexure of the pre-listing statement) Steelpoort Industrial Park Ref Ref No 11.2

120 See Note 3 See Note The discounted cash flow valuation methodology applying to net income of sales was estimated future rental utilised as insufficient data was available to conduct a meaningful study, i.e. notwithstanding the fact intends to hold that Freedom these properties as rental assets. residential General Comments General Assumptions and 5) 1 to (See Notes Current market Current sales for comparable space residential is in the area R1 500 000/hectare for unzoned land and residential R3 000 000/hectare for zoned land Report). (Seeff Utilising a price of R2 000 000/hectare for serviced land, the 290 hectares by acquired would Freedom be worth R580 000 000. If valued as agricultural land, in terms of 4 farms sold in the area averaging R171 000/hectare (Property24 Report), the land would be worth R49 590 000. Comparative Comparative Valuation as (if applicable contained in the detailed valuation reports) . 2 . 2 . 2 Estimated construction costs of R3 521/m costs Infrastructure estimated at R38 021 per unit. A discount rate to determine value of present 24% over 5 years has been utilised on expected net income of future R1 536 317 000 in the event the property was sold. net of sales are Values commissions and adjusted for normal company taxation at 28%. Estimated sales price of R12 100/m Average of 60m Average • • • • • Valuation methodology methodology Valuation the applied in valuing property A discounted cash flow valuation method has been utilised to value the property held for development of 5 000 units, approximately based on: • 2014 External External Valuation Valuation At 100% – At 100% 1 February 1 February R384 000 Stage Property held for future development and retained by Freedom as income generating assets rental Type Type (as defined in the pre-listing statement) Residential (Residential Rental Properties) Project Name Project (see property in description 2 Annexure of the pre-listing statement) Tweefontein Tweefontein Residential Estate Ref Ref No 12

121 See Note 3 See Note The discounted cash flow valuation methodology applying to net income of sales was estimated future rental utilised as insufficient data was available to conduct a meaningful study, i.e. notwithstanding the fact intends to hold that Freedom these properties as rental assets. residential General Comments General Assumptions and 5) 1 to (See Notes Based on comparable sales of 31 vacant stands in the Burgersfort with an area, average selling price of R432 000, a net value (after servicing costs) of R201 364 902 has been arrived at. Comparative Comparative Valuation as (if applicable contained in the detailed valuation reports) . 2 . 2 . 2 Estimated construction costs of R4 390/m costs Infrastructure estimated at R57 399 per unit. A discount rate to determine value of present 25% over 6 years has been utilised on expected net income of future R1 573 603 in the event property was sold. net of sales are Values commissions and adjusted for normal company taxation at 28%. Estimated sales price of R9 500/m Average size of 135m Average • • • • • Valuation methodology methodology Valuation the applied in valuing property A discounted cash flow valuation method has been utilised to value the property held for development of 3 700 units, approximately based on: • 2014 External External Valuation Valuation At 100% – At 100% 1 February 1 February R297 700 000 Stage Property held for future development and retained by Freedom as income generating assets rental Type Type (as defined in the pre-listing statement) Residential (Residential Rental Properties) Project Name Project (see property in description 2 Annexure of the pre-listing statement) Tubatse Residential Tubatse Estate Ref Ref No 13

122 See Note 2 See Note The income capitalisation model is considered and valued at appropriate “highest and best use” consistent with Freedom’s objective to develop and hold the property as an income generating industrial asset. two major were There shopping malls developed in past 2 years in the area and a number of smaller providing retail centres, data to meaningful rental value the property. General Comments General Assumptions and 5) 1 to (See Notes

2 . 2 serviced industrial land (without at improvements) R600/m Very few industrial Very properties have been developed in and limited the area sales data is available. The existing zoning for provides industrial and retail space. A comparative valuation of R29 332 800 has been arrived at utilising Rode’s Report for Valuation the 48 888m Comparative Comparative Valuation as (if applicable contained in the detailed valuation reports) to at 2 2 . has been utilised and a vacancy ). 2 2 2 2 R125/m (in terms of the Rode & Associates Report the range is R120/m factor of 8% has been of rental applied on a gross R133/m Net income of R51 699 060 per annum. The demand for industrial space in Burgersfort is rate of high. A net rental R125/m Estimated total construction costs of R165 million. Capitalisation rate of 12%. value The estimated future has been discounted to terms present to arrive at the valuation utilising a discount rate of 25% over 6 years and is net of normal company income tax at 28%. R135/m GLA of 36 666m • • • • • Valuation methodology methodology Valuation the applied in valuing property The income capitalisation model has been utilised to value the industrial park to be developed based on the following: • 2014 External External Valuation Valuation At 100% – At 100% 1 February 1 February R101 000 Stage Industrial property held for future developed and to be by retained as Freedom an income generating property Type Type (as defined in the pre-listing statement) Commercial Commercial (Commercial Development Properties) Project Name Project (see property in description 2 Annexure of the pre-listing statement) Tubatse Industrial Tubatse Ref Ref No 14

123 General Comments General Assumptions and 5) 1 to (See Notes See Note 3 See Note The discounted cash flow valuation methodology applying to net income of sales was estimated future rental utilised as insufficient data was available to conduct a meaningful study, i.e. notwithstanding the fact intends to hold that Freedom these properties as rental assets. residential Comparative Comparative Valuation as (if applicable contained in the detailed valuation reports) Based on comparable sales of 31 vacant stands in the Burgersfort with an area, average selling price of R432 000, a net value (after servicing costs) of R50 544 000 has been arrived at. Estimated sales price of R4.75 million per unit. Estimated total construction costs of R200 million. already Infrastructure installed. A discount rate to determine value present of 20% over 1 year has been utilised on expected income of net future R207 773 740 in the event the property was sold. net of sales are Values commissions and adjusted for normal company taxation at 28%. Valuation methodology methodology Valuation the applied in valuing property A discounted cash flow valuation method has been utilised to value the property held for development of 117 units, based on: • • • • • 2014 External External Valuation Valuation At 100% – At 100% 1 February 1 February R125 000 Stage Property held for future development and retained by Freedom as income generating assets rental Type Type (as defined in the pre-listing statement) Residential (Residential Rental Properties) Project Name Project (see property in description 2 Annexure of the pre-listing statement) Tubatse Homes Tubatse Ref Ref No 15

124 See Note 3 See Note The discounted cash flow valuation methodology applying to net income of sales was estimated future utilised as insufficient notwithstanding the fact that intends to hold Freedom these properties as assets (see rental residential Note 3). General Comments General Assumptions and 5) 1 to (See Notes Based on comparable sales of 17 vacant stands with an in the area, average selling price of R831 382 (Property24), a net value (after servicing costs) of R31 893 470 has been arrived at. Comparative Comparative Valuation as (if applicable contained in the detailed valuation reports) . 2 . 2 . 2 Estimated construction costs of R4 418/m costs Infrastructure estimated at R72 014 per unit. A discount rate to determine value present of 22% over 2 years has been utilised on income expected net future of R36 592 619 in the event the property was sold. net of sales are Values commissions and adjusted for normal company taxation at 28%. Estimated sales price of R18 000/m Average size of 110m Average • • • • • Valuation methodology methodology Valuation the applied in valuing property A discounted cash flow valuation method has been utilised to value the property held for development of the 42 units, based on: • 2014 External External Valuation Valuation At 100% – At 100% 1 February 1 February R17 700 000 Stage Property held for future development and retained by Freedom as income generating assets rental Type Type (as defined in the pre-listing statement) Residential (Residential Rental Properties) Project Name Project (see property in description 2 Annexure of the pre-listing statement) Gevonden Ref Ref No 16

125 See Note 2 See Note General Comments General Assumptions and 5) 1 to (See Notes on the 2 acquired acquired 2 by Freedom. 3 699m A comparable value of R11 907 000 has been arrived at utilising Rode’s Report: Valuation Serviced Residential Stand values, for vacant serviced land at R3 000/m Comparative Comparative Valuation as (if applicable contained in the detailed valuation reports) has 2 ). 2 at 2 and a 2 . 2 to R155/m 2 vacancy factor of 6% has been applied on a gross of R148/m rental R140/m Net income of R42 927, 16 per annum. The demand for space in commercial/office Sandton is high. A net rate of R140/m rental been utilised (in terms of the Rode & Associates Report the range is R140/ m Estimated total construction costs of R13.1 million. Capitalisation rate of 14%. GLA of 2 379m • • • • Valuation methodology methodology Valuation the applied in valuing property The income capitalisation model has been utilised to space be value the office developed based on the following: • 2014 External External Valuation Valuation At 100% – At 100% 1 February 1 February R9 900 000 Stage Commercial Commercial property held for future developed and to be by retained as Freedom an income generating property Type Type (as defined in the pre-listing statement) Commercial Commercial (Commercial Development Properties) Project Name Project (see property in description 2 Annexure of the pre-listing statement) Elm Drive Ref Ref No 17

126 Notes: The properties acquired by Freedom have been valued utilising consistent methodologies, based on the principle of highest and best use, within the various categories in the Freedom portfolio, as follows: 1. Currently Yielding Properties – Completed properties that are currently leased and income generating, have been valued utilising the traditional and internationally recognised income capitalisation method, i.e. the calculation of the market value of the properties has been based on the capitalisation of potential income. This is the fundamental basis on which the value of investment properties is calculated. Investment properties produce a perpetual income stream, and the capitalisation of such net revenue is an accurate means of determining the value. Properties traded in the current market reflect a yield rate relationship between revenue and capital value. This rate is an accurate determinant of the capitalisation rate. The Rode’s Report: Survey On Capitalisation Rates, produced by Rode & Associates, has been utilised in determining appropriate capitalisation rates. 2. Commercial Development Properties – The properties in this category are held for future development as commercial and industrial development projects and will be held by Freedom as income generating assets. These properties have been valued utilising a discounted cash flow valuation methodology. These properties have been valued at the date of valuation, being 1 February 2014, utilising the traditional and internationally recognised income capitalisation method, i.e. the calculation of the market value of the properties has been based on the capitalisation of potential income. This is the fundamental basis on which the value of investment properties is calculated. Investment properties produce a perpetual income stream, and the capitalisation of such net revenue is an accurate means of determining the value. Properties traded in the current market reflect a yield rate relationship between revenue and capital value. This rate is an accurate determinant of the capitalisation rate. The Rode’s Report: Survey On Capitalisation Rates, produced by Rode & Associates, has been utilised in determining appropriate capitalisation rates. 3. The valuation methodology of the Commercial Development Properties, based on a discounted cash flow model taking into account the income generating potential at the date of completion, is considered appropriate as: i. insufficient data was available to conduct a meaningful comparative sales value study for these commercial and industrial properties as minimal or no sales had taken place for the past 3 years in the appropriate regions; and ii. commercial and industrial properties in these areas are in high demand with limited available space (hence the lack of sales data). 4. Residential Rental Properties – The properties in this category are held for future development as residential development projects. The completed residential properties will be held by Freedom as income generating rental assets. These properties, other than Wespark Palms, have been valued utilising a discounted cash flow valuation methodology. These properties have been valued at the date of valuation, being 1 February 2014, on the basis of the estimated calculated value of the fully completed development, less the total estimated capital expenditure to be incurred to complete the development. The values have been determined utilising the estimated sales values of the completed residential properties. The valuation methodology of the Residential Rental Properties, based on a discounted cash flow model taking into account the potential selling prices of the units at the date of completion, is considered appropriate as: i. insufficient data was available to conduct a meaningful comparative rental study for these residential properties as minimal or no properties are available for rental in these areas; and ii. residential rental properties in these areas are in high demand with limited supply, as due to the state of the economy, few developers were in a position to hold onto units for rental purposes as they needed to unlock capital and secure access to funds. 4. Residential Sale Properties – The properties in this category are held for future sale by Freedom as serviced erven. These properties have been valued utilising a discounted cash flow valuation methodology. These properties have been valued at the date of valuation, being 1 February 2014, on the basis of the estimated calculated value of the serviced erven, less the total estimated capital expenditure to be incurred. 5. Other assumptions to Note: i. Capitalisation/Yield Rates – The independent property valuer utilised the Rode’s Report: Survey of Capitalisation Rates to establish appropriate capitalisation rates in valuing the commercial and industrial properties using the income capitalisation methodology. Capitalisation rates were utilised within the surveyed ranges based on the independent valuer’s expert opinion given the specific market conditions and demand in the area. ii. Commercial & Industrial Letting Rates/m2 – The independent property valuer utilised the Rode’s Report: Industrial Rentals and Operating Expenses and Rode’s Report: Retail Rentals and Vacancies, to establish the market rental rates in the respective areas and made adjustments considered appropriate for vacancies to these rates. iii. Discount Rates (present value calculations): In determining the present value in the discounted cash flow valuation methodologies applied to the valuations, the future expected values were discounted to present value, utilising Rode’s Report: Survey of Capitalisation Rates.

127 Annexure 4

FORECAST STATEMENT OF COMPREHENSIVE INCOME

Set out below is the forecast statement of comprehensive income of the Freedom property portfolio of the group for the 12 months ending 28 February 2015 (being the first financial year of Freedom end following the listing). The forecast information of Freedom is the responsibility of the directors.

The forecast information covers all properties in the Freedom property portfolio.

The forecast information should be read in conjunction with the independent reporting accountants’ report thereon as set out in Annexure 5. Forecast for the year ending 28 February R’s 2015 Revenue – investment property income1 Gross property rentals 19 947 075 Straight-line rental income 2 892 725 Recoveries 4 304 480 Electricity (3 221 510) Rates and taxes (1 143 194) Other property expenses (1 589 904) Net rental and related revenue 21 189 672 Revenue – development property sales2 11 311 895 Cost of development property sales2 (3 865 972) Gross profit – development property2 7 445 923 Total gross profit 28 635 595 Development property expenses (97 980) Administrative expenses and corporate costs3 (8 483 130) Profit from operations 20 054 485 Finance costs – bank overdraft (57 038) Finance costs – investment property (1 705 894) Profit before taxation 18 291 553 Taxation (5 088 605) Net profit after taxation 13 202 948 Total comprehensive income 13 202 948 Headline earnings 13 202 948 Distributable earnings 13 202 948 Shares in issue and to be issued 1 027 029 031 Weighted average number of shares in issue 1 027 029 031 Earnings per share (in cents) 1.29 Headline earnings per share (in cents) 1.29 Diluted earnings per share (in cents) 1.29 Diluted headline earnings per share (in cents) 1.29

128 Forecast for the year ending 28 February R’s 2015 Distribution per share (in cents) – Taxation reconciliation 5 088 605 Normal taxation 4 278 643 Deferred tax on fair value adjustment – Deferred tax on straight-line rentals 809 963

Notes: 1. Gross property rentals is broken down as follows: Forecast for the year ending R 28 February 2015 Wespark Palms 564 000 Stellenbosch Industrial 3 783 395 Steelpoort Industrial Park 15 599 680 Gross property rentals 19 947 075

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.

2. Sales and related cost of sales of serviced erven in Langebaan and Miami Village. Total sales of R11 311 895, costs of sales of R3 843 028, resulting in a Gross Profit of R7 468 867 for year ending 28 February 2015. Forecast for the year ending 28 R February 2015 Langebaan Beach 10 149 374 Miami Village 1 162 521 Revenue – development property sales 11 311 895

• Revenue from the sale of goods is recognised when all the following conditions have been satisfied: • the Company has transferred to the buyer the significant risks and rewards of ownership of the goods; • the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; • the amount of revenue can be measured reliably; • it is probable that the economic benefits associated with the transaction will flow to the Company; and • the costs incurred or to be incurred in respect of the transaction can be measured reliably. When inventories are sold, the carrying amounts of those inventories are recognised as an expense in the period in which the related revenue is recognised. The amount of any write-down of inventories to net realisable value and all losses of inventories are recognised as an expense in the period the write-down or loss occurs. The amount of any reversal of any write-down of inventories, arising from an increase in net realisable value, are recognised as a reduction in the amount of inventories recognised as an expense in the period in which the reversal occurs.

129 3. Administrative expenses and corporate costs relate to operational expenses at head office and at a Freedom Project level and includes such expenses as directors fees, staff costs, office expense and rental. 4. Headline earnings before taxation is compiled as follows: Forecast for the year ending 28 R February 2015 Net profit – Property rentals (excluding straight-line adjustment) 8 050 885 Straight-line rental income adjustment 2 892 725 Net profit – Development property sales 7 347 943 18 291 553

Main assumptions and comments on the forecast financial information Assumptions considered to be significant are disclosed below, however, the assumptions disclosed are not intended to be an exhaustive list.

Assumptions that are under the control of the directors: • The forecast information is based on information derived from the vendors, the independent property valuer, the historical financial information and the directors’ knowledge of and experience in the property industry. • Revenue from Wespark Palms, Stellenbosch Industrial and Steelpoort Industrial, which comprises rental income and expense recoveries from existing tenants, is based on existing lease agreements for the duration of such agreements. • Leases expiring during the respective forecast periods have been forecast on a lease-by-lease basis. In circumstances where the tenants occupy the premises on a month-to-month basis, it has been assumed that where such tenants have indicated that they are satisfied with the premises, they will continue to occupy the premises at the same rates and escalations. In circumstances where the existing lease agreements will expire during the periods under review and the current tenants have indicated that they are satisfied with the premises, it has been assumed that such tenants will continue to occupy the premises at the same rates and escalations as per the existing lease agreement, unless they have specifically indicated otherwise. • Uncontracted rental income comprises 29.1% of the total forecast revenue for year ending 28 February 2015. • Total operating expenditure has been forecast on a line-by-line basis for each property based on the historical financial information and supplier service contracts, where available, vendor budgets and the directors’ knowledge of and experience in the property industry. • Forecast recoveries in respect of municipal expenses have been based on the terms of the existing lease agreements. • Straight-line rental adjustments are performed on an individual lease basis, are based on current lease agreements and exclude any assumptions of renewals or new leases during the respective forecast periods. • Listing costs amounted to R17 025 201, of which R4 653 529 is payable in cash and R12 371 672 by means of Freedom shares issued to advisors and services providers. An amount of R6 331 285 is written off against share capital in terms of IAS 32 – Financial Instruments. • Material items of expenditure include rates and taxes, metered municipal expenses including electricity and water. • Fair value adjustments have been made in respect of the initial property portfolio immediately prior to listing and for the additional property portfolio as at 28 February 2014; and • The forecast statement of comprehensive income has been compiled utilising the accounting policies of Freedom.

130 Assumptions that are NOT under the control of the directors: • No unforeseen market and economic factors that will affect the tenant’s ability to meet their commitments in terms of existing lease agreements have been included. • The South African prime overdraft rate will be 8.5% for the entire period under review. • Interest payable on working capital and term loan funding from Nedbank Limited will be at an average rate of 9.0%, being the South African prime overdraft rate. The forecast statement of comprehensive income has been prepared using the accounting policies of Freedom detailed in Annexure 8 of this pre-listing statement.

131 Annexure 5

INDEPENDENT REPORTING ACCOUNTANTS AND AUDITORS’ LIMITED ASSURANCE REPORT ON THE FORECAST STATEMENT OF COMPREHENSIVE INCOME

The Directors Freedom Property Fund Limited PO Box 2712 Port Alfred 6170 Dear Sirs INDEPENDENT REPORTING ACCOUNTANTS’ AND AUDITORS’ LIMITED ASSURANCE REPORT ON THE FORECAST STATEMENT OF COMPREHENSIVE INCOME We have examined the property forecast and the related assumptions of Freedom Property Fund Limited for the financial year ending 28 February 2015 as set out in Annexure 4 of the pre-listing statement, the forecast vacancy profile, by sector, by gross lettable area and the forecast lease expiry profile based on existing lease agreements, as set out in Part A, paragraph 4 of the pre-listing statement. Directors’ responsibility The directors are responsible for the forecast information, including the assumptions set out in Annexure 4, on which it is based, and for the financial information from which it has been prepared. This responsibility, arising from compliance with the Listings Requirements of the JSE Limited, includes: determining whether the assumptions, barring unforeseen circumstances, provide a reasonable basis for the preparation of the forecast; whether the forecast information has been properly compiled on the basis stated; whether the forecast has been properly presented and all material assumptions are adequately disclosed; and whether the forecast information is presented on a basis consistent with the accounting policies of the company or group in question. Reporting accountants’ responsibility Our responsibility is to provide a limited assurance report on the forecast information prepared for the purpose of complying with the Listings Requirements of the JSE Limited and for inclusion in the pre-listing statement. We conducted our assurance engagement in accordance with the International Standard on Assurance Engagements applicable to The Examination of Prospective Financial Information. This standard requires us to obtain sufficient appropriate evidence as to whether or not: • management’s best-estimate assumptions on which the forecast information is based are not unreasonable and are consistent with the purpose of the information; • the forecast information is properly prepared on the basis of the assumptions; • the forecast information is properly presented and all material assumptions are adequately disclosed; and • the forecast information, is prepared and presented on a basis consistent with the accounting policies of the company or group in question for the period concerned. In a limited assurance engagement, the evidence-gathering procedures are more limited than for a reasonable assurance engagement and, therefore, less assurance is obtained than in a reasonable assurance engagement. We believe our evidence obtained is sufficient and appropriate to provide a basis for our limited assurance conclusion. Information and sources of information In arriving at our conclusion, we have relied upon forecast financial information prepared by management of Freedom Property Fund Limited and other information from various public, financial and industry sources. The principal sources of information used in arriving at our conclusion are as follows: • The audited historical financial information for the year ended 28 February 2013. • Management prepared forecasts for the year ended 28 February 2015.

132 • Discussions with the management of Freedom Property Fund Limited regarding the forecasts presented. • Discussions with management of Freedom Property Fund Limited regarding the prevailing market and economic conditions. • Discussion with the management of Freedom Property Fund Limited with regard to the forecast expenses. • Lease agreements for a sample of the properties. • Valuation reports in respect of the properties. • Property acquisition agreements and agreements with promoters. Procedures In arriving at our conclusion we have performed the following procedures: Rental income (retail, industrial, commercial and residential) • The forecast contracted rental income streams per the profit forecast, were selected for a sample of properties and agreed to the underlying lease agreements. The total coverage obtained was 70% of the forecast contracted rental income. • The rental income streams from the above sample were recalculated to ensure accuracy of the information contained in the profit forecast. • For that same sample of properties, forecast recoveries were compared to historical recoveries and the forecast operating expenditure for reasonableness. The terms of the leases were considered so as to ensure that the basis of the recoveries was correct. • Existing lease agreements that will expire during the period under review were discussed individually with the management of Freedom Property Fund Limited. Unless the existing tenant has indicated that it intends to vacate the premises, it has been assumed that the existing tenant will renew the lease agreement and the resultant uncontracted rental income has been included in the forecast. The existing lease agreements that will expire during the period under review constitute uncontracted income. • Space that is currently empty has been excluded from the forecast. • Uncontracted rental income comprise 29.1% of the total forecast revenue. Rental income (development properties) • There is no rental income related to development properties included in the forecast. Income from sale of erven land: • The business plan in connection with the erven land was reviewed and discussed with management. • Based on management assumptions the erven land held as inventory will be sub-divided and sold, the revenue generated from the sale is based on management’s best estimate of the current market conditions. The market prices were agreed to the amounts set out in the valuation reports for reasonability. The cost related to the sale of the erven land is based on the purchase price of the land which has been correctly apportioned. Expenses For a sample of properties, forecast expenses were compared to the historical expenses. Explanations were obtained for any significant differences. The total expenses tested amounted 76% of the total forecast expenses. The detailed forecast expenditure was reviewed to ensure that all material expenditure items, as required by the Listings Requirements, were disclosed. The forecast expenses were agreed to current expenditure incurred by the properties and adjusted for inflationary increases. Application of accounting policies We ascertained that the accounting policies to be applied by Freedom Property Fund Limited in the future were applied consistently in arriving at forecast income, and agreed to the disclosed accounting policies and IFRS for the respective accounting period. Variances and matters of principle were primarily discussed with the Chief Financial Officer of Freedom Property Fund Limited.

133 Model review In order to ensure that the forecast model for the property income and expenses was accurate and reliable, we performed a high level review to determine the consistency and mathematical accuracy of the model. Vacancy profile and lease expiry profile We reviewed the individual property worksheets and an appropriate number of signed lease agreements, being 80% of the total population to ascertain that the vacancy profile and the lease expiry profile included in the model was derived from the correct sources. We compared the vacancy profile and lease expiry profile included in Part A, paragraph 4 of the pre-listing statement to the vacancy profile and lease expiry profile in the model and found them to be in agreement. Accuracy of the information We have relied upon and assumed the accuracy and completeness of the information provided to us in writing, or obtained through discussions from the management of Freedom Property Fund Limited. While our work has involved an analysis of historical financial information and consideration of other information provided to us, our assurance engagement does not constitute an audit or review of historical financial information conducted in accordance with International Standards on Auditing or International Standards on Review Engagements. Accordingly, we do not express an audit or review opinion thereon and assume no responsibility and make no representations in respect of the accuracy or completeness of any information provided to us, in respect of the property forecast and relevant information included in the pre-listing statement of Freedom Property Fund Limited. Conclusion Based on our examination of the evidence obtained, nothing has come to our attention that causes us to believe that: i. the assumptions, barring unforeseen circumstances, do not provide a reasonable basis for the preparation of the forecast information; ii. the forecast information has not been properly compiled on the basis stated; iii. the forecast information has not been properly presented and all material assumptions are not adequately disclosed; and iv. the forecast information, is not presented on a basis consistent with the accounting policies of the Company or group in question. Actual results are likely to be different from the forecast, since anticipated events frequently do not occur as expected and the variation may be material; accordingly no assurance is expressed regarding the achievability of the forecast. Our report and the conclusion contained herein is provided solely for the benefit of the board of directors of Freedom Property Fund Limited and existing and prospective shareholders of the issuer for the purpose of their consideration of the listing. This letter is not addressed to and may not be relied upon by any other third party for any purpose whatsoever.

RSM Betty & Dickson (Johannesburg) Registered Auditors Per: Andrew Young, CA(SA), RA Partner

Randburg 25 February 2014

134 Annexure 6

CONSOLIDATED PRO FORMA STATEMENT OF FINANCIAL POSITION

PRO FORMA STATEMENT OF FINANCIAL POSITION OF FREEDOM The pro forma statement of financial position set out below is the responsibility of the directors and has been prepared for illustrative purposes only and because of its nature may not fairly present the financial position of Freedom after the acquisition of the additional property portfolio (collectively, “the transactions”). The pro forma statement of financial position has been prepared to illustrate the impact of the transactions on the audited statement of financial position of Freedom had the transactions occurred as at 31 August 2013. The pro forma statement of financial position has been prepared using accounting policies that comply with IFRS and that are consistent with those applied in the audited financial statements of Freedom for the period ended 31 August 2013 as detailed in the report of historical financial information of Freedom set out in Annexure 8 of the pre-listing statement. The reporting accountants’ limited assurance report on the pro forma statement of financial position is set out in Annexure 7 of the pre-listing statement. Financial position of Freedom had the transactions occurred as at 31 August 2013:

135 – R 438 1.00 1 –11) 1 100 52 640 245 110 Subtotal Subtotal (Column 4 044 578 4 044 140 22 246 210 97 474 437 19 756 746 12 895 000 22 000 000 of columns (11 979 652) 117 283 822 117 176 021 717 176 267 014 752 267 014 265 027 147 293 305 539 266 099 404 176 021 717 293 305 539 1 500 000

11 – – – – – – – – – R – – 1.00 1 500 Waters Waters of Sweet 2 520 000 2 521 000 18 327 078 18 20 862 372 20 848 578 20 848 578 18 327 078 20 848 578 20 848 578 Acquisition

10 – – – – R – of 1.00 44 140 45 140 84 716 44 140 302 558 347 697 217 842 Industrial Industrial 22 084 716 28 656 324 50 481 307 28 482 307 50 481 307 22 000 000 28 700 148 50 829 004 50 829 004 Acquisition Stellenbosch

9 – – – – – – – R – – – – 1.11 160 393 160 698 857 160 393 6 162 192 6 140 750 7 000 6 839 607 7 000 000 7 000 000 7 000 000 of Montana Residential Residential Acquisition Acquisition

8 – – – – – – – R – – – 1.00 1 000 Village of Miami 1 595 590 1 595 590 3 570 000 29 910 165 29 910 165 29 910 29 910 165 29 910 28 314 575 28 314 29 850 541 29 910 165 24 743 575 Acquisition Acquisition

7 – – – – – – R – – – – – – of 1.00 Beach Beach 4 000 4 000 000 68 986 041 68 730 862 72 730 862 68 730 862 72 730 862 72 730 862 72 730 862 Langebaan Acquisition Acquisition

6 – – – – – – – – – – R – 1.02 1 000 Place 6 511 000 6 511 6 510 000 48 715 784 48 715 53 891 587 55 226 784 48 715 784 55 226 784 55 226 784 55 226 784 of Portolan of Portolan Acquisition Acquisition

5 – – – – – – – – – – R – of 1.00 1 000 Propmed Propmed 9 851 968 9 871 842 8 680 842 8 680 842 1 190 000 9 871 842 9 871 842 9 871 842 1 191 0001 191 Acquisition

4 – – – – – – – – – – R – 1.00 1 000 Estate Estate 3 675 000 3 676 000 3 676 30 423 106 30 430 072 26 754 072 26 754 072 30 430 072 30 430 072 30 430 072 Residential Acquisition of Emfuleni – – – – – – – – – – R – 1.01 1 000 Mews ³ Mews 966 000 967 000 7 106 213 7 106 8 073 213 8 073 213 8 073 213 7 997 668 8 073 213 7 106 213 of La Hoff Acquisition – – – – – – R – – – – – 1.00 1 000 Palms ² Palms 8 345 349 7 360 831 1 008 000 8 369 831 8 369 831 8 369 831 7 360 831 8 369 831 1 009 000 of Wespark of Acquisition – – – – – – – – – R 438 438 1 100 1 100 15 188 15 15 188 15 15 188 15 13 650 13 15 188 15 000 Audited ¹ Audited Freedom 12 895 000 (12 896 350) 1 500 000 Total shares in issue, shares Total excluding treasury shares per and tangible NAV NAV (cents) share ASSETS assets Non-current Investment property Inventories and other receivables Trade Cash and cash equivalents assets Total AND LIABILITIES EQUITY Equity Stated capital Retained income Current assets Current payment Share-based reserve Liabilities liabilities Non-current Shareholders’ loans Shareholders’ term Commercial loan tax Deferred and other payables Trade Development bond liabilities Current Bank Total equity and liabilities Total in issue shares Total FREEDOM PROPERTY FUND LIMITED FREEDOM PROPERTY OF FINANCIAL POSITION FOR M A STATEMENT PRO

136 – R After 134.76 242 716 8 279 116 4 516 178 6 000 Pro forma Pro 12 795 294 12 12 895 000 97 474 437 22 652 513 22 000 147 081 842 147 120 369 666 120 119 081 842 874 673 080 496 439 450 1 543 884 666 1 027 029 031 1 027 029 031 1 423 515 000 1 543 884 666 1 384 007 530 1 423 515 0001 423 515

18 – – – – – – – – – – – – – – R date date 28 261 086 28 261 086 revaluation revaluation 118 740 175 740 118 147 001 262 001 147 147 001 262 001 147 147 001 262 001 147 118 740 175 147 001 262 up to listing up to Subsequent of properties – – R 242 716 8 279 116 4 516 178 6 000 12 795 294 12 12 895 000 90 820 756 97 474 437 22 652 513 22 000 118 820 756 118 Subtotal of Subtotal all columns 120 369 666 120 882 075 382 874 673 080 377 699 275 1 276 513 738 513 1 276 1 396 883 404 1 276 513 738 1 265 267 355 1 396 883 404 17 – – – – – – – – – – – R and (1 100) (1 100) 7 662 140 1 316 204 1 316 1 316 204 1 316 1 316 204 1 316 3 146 400 4 515 740 1 316 204 Pro forma Pro relating to to relating (6 344 836) (6 344 836) the Listing for Freedom for adjustments Acquisitions Acquisitions (472 970 969)

16 – – – – – – – – – – – of R 0.87 (544 880) (544 880) 9 915 000 9 915 0009 915 9 915 0009 915 9 915 0009 915 Elm Drive Elm Drive (1 540 120) 10 459 880 10 12 042 530 12 000 Acquisition Acquisition 15 – – – – – – – – – – – of R 1.00 1 500 1 401 500 1 401 1 400 000 Gevonden Gevonden 11 877 022 11 13 278 522 13 13 278 522 13 13 278 522 13 13 269 280 13 278 522 11 877 022 Acquisition Acquisition

14 – – – – – – – – – – – R 1.38 Homes 7 466 667 7 466 667 of Tubatse of 85 301 253 32 533 333 85 000 117 533 333 117 125 000 Acquisition Acquisition 125 000125 000 125 000125 000 125 000125 000

13 – – – – – – – – – – – R 2.56 Industrial Industrial of Tubatse of 49 018 914 49 018 49 018 914 136 577 150 213 582 396 398 700 000 136 098 690 349 681 086 Acquisition Acquisition 398 700 000 398 700 000 398 700 000

12 – – – – – R 1.39 368 139 179 563 188 576 1 088 576 6 000 1 088 576 40 634 946 34 634 946 Residential Residential Acquisition Acquisition Industrial & Industrial 513 644 617 513 555 368 139 555 368 139 369 858 022 145 103 317 555 000 368 541 300 Tweefontein 555 000 000 of Steelpoort 19 20 Liabilities liabilities Non-current Shareholders’ loans Shareholders’ term Commercial loan Development bond Deferred tax Deferred liabilities Current Trade and other payables Trade Bank equity and liabilities Total in issue shares Total in issue, excluding treasury shares shares Total (cents) per share NAV Tangible FREEDOM PROPERTY FUND LIMITED FREEDOM PROPERTY OF FINANCIAL POSITION FOR M A STATEMENT PRO Retained income payment reserve Share-based ASSETS assets Non-current Investment property assets Current Inventories Stated capital Trade and other receivables Trade Cash and cash equivalents assets Total AND LIABILITIES EQUITY Equity

137 Notes to the pro forma statement of financial position: 1. Extracted from the audited financial statements of Freedom as at 31 August 2013 as set out in Annexure 8. 2. Represents the acquisition by Ivory Sun Trading 115, a wholly owned subsidiary of Freedom, of the Wespark Palms Property from Cherokee Trading Post 23 (Pty) Ltd (“Cherokee”), effective as at Listing Date, for an amount of R7.2 million. The purchase price is settled by the allotment and issue of 7 200 000 Freedom shares at R1.00 per Freedom share. The acquisition of the Wespark Palms property is accounted for as an acquisition of Investment Property in terms of IAS 40 – Investment Properties. For the purpose of this pro forma statement of financial position, the valuation has been determined by the independent property valuer as at 1 February 2014. Capitalised costs totalling R161 831 relating to valuation and assessment fees and attorney transfer fees, has been capitalised to the cost of the investment property acquired. Trade and other receivables of R1 008 000 relates to the provision of Input VAT refundable on the property purchase. As per Annexure 2 and 3 the property has been valued at R11 700 000 resulting in a fair value adjustment of R4 339 169 and a deferred tax provision of R1 178 583, refer to note 18 below. The Wespark Palms acquisition is summarised as follows:

ASSETS R Investment property 7 360 831

Acquisition cost, including commission 7 200 000 Total capitalised cost 160 831 Trade and other receivables 1 008 000

Input VAT refundable – Property purchase 1 008 000 Cash and Cash equivalents 1 000

Bank account deposits 1 000 Total assets 8 369 831

EQUITY AND LIABILITIES Stated capital 8 369 831

– to acquire investment property 7 200 000 – capitalised property related expenses 110 831 – to settle listing issue expenses 51 000 – to settle transfer and listing related costs 1 008 000

Total equity and liabilities 8 369 831

The significant judgements used in accounting for this acquisition as an Investment Property in terms of IAS 40 – Investment Properties is that no business is acquired and no management is brought across although the building is acquired with multiple leases with an income stream. Particulars of the purchase consideration and related terms have been extracted from the agreement entered into with Cherokee. No additional assets (intangible or otherwise) were identified as a result of the acquisition. Further details are set out in Annexure 11. 3. Represents the acquisition by Panzaweb, a wholly owned subsidiary of Freedom, of the La Hoff Mews Property from Circle Way Trading 131 (Pty) Ltd (“Circle Way”), effective as at Listing Date, for an amount of R6.9 million. The purchase price is settled through the allotment and issue of 6 900 000 Freedom shares at R1.00 per Freedom share. The acquisition of the La Hoff Mews property has been accounted for as an asset acquisition in terms of IAS 40 – Investment Properties as no business activity exists. For the purpose of this pro forma statement of financial position, the valuation has been determined by the independent property valuer as at 1 February 2014. Capitalised costs totalling R207 213 includes valuation and assessment fees and attorney transfer fees, has been capitalised to the cost of the asset acquired. Trade and other receivables of R966 000 relates to the provision of Input VAT refundable on property purchase. As per Annexure 2 and 3 the property has been valued at R13 000 000 resulting in a fair value adjustment of R5 893 787 and deferred tax provision of R1 100 174, refer to note 18 below. The La Hoff Mews acquisition is summarised as follows:

ASSETS R Investment property 7 106 213

Acquisition cost, including commission 6 900 000 Total capitalised cost 206 213 Trade and other receivables 966 000

Input VAT refundable – Property purchase 966 000 Cash and Cash equivalents 1 000

Bank account deposits 1 000 Total assets 8 073 213

EQUITY AND LIABILITIES Stated capital 8 073 213

– to acquire assets in subsidiaries less liabilities taken over 6 900 000 – capitalised property related expenses 106 213 – to settle listing issue expenses 101 000 – to settle transfer & listing related costs 966 000

Total equity and liabilities 8 073 213

138 The significant judgements used in accounting for this acquisition as an Investment Property in terms of IAS 40 – Investment Properties is that this residential property is acquired to be developed as residential rental stock with yielding income. Particulars of the purchase consideration and related terms have been extracted from the agreement entered into with Circle Way. No additional assets (intangible or otherwise) were identified as a result of the acquisition. Further details are set out in Annexure 11. 4. Represents the acquisition by Hazel Hues 8, a wholly owned subsidiary of Freedom, of the Emfuleni Estate Property from Morning Tide Investments 351 (Pty) Ltd (“Morning Tide”), effective as at Listing Date, for an amount of R26.25 million. The purchase price is settled through the allotment and issue of 26 250 000 Freedom shares at R1.00 per Freedom share. The acquisition of the Emfuleni Estate property has been accounted for as an asset acquisition in terms of IAS 40 – Investment Properties as no business activity exists. For the purpose of this pro forma statement of financial position, the valuation has been determined by the independent property valuer as at 1 February 2014. Capitalised costs totalling R505 072 includes valuation and assessment fees and attorney transfer fees, has been capitalised to the cost of the asset. Trade and other receivables of R3 675 000 relates to the provision of Input VAT refundable on the property purchased. As per Annexure 2 and 3 the property has been valued at R56 000 000 resulting in a fair value adjustment of R29 245 928 and deferred tax provision of R5 459 240, refer to note 18 below. The Emfuleni Estate acquisition summarised as follows:

ASSETS R Investment property 26 754 072

Acquisition cost, including commission 26 250 000 Total capitalised cost 504 072 Trade and other receivables 3 675 000

Input VAT refundable – Property purchase 3 675 000 Cash and cash equivalents 1 000

Bank account deposits 1 000 Total assets 30 430 072

EQUITY AND LIABILITIES Stated capital 30 430 072

– to acquire assets in subsidiaries less liabilities taken over 26 250 000 – capitalised property related expenses 404 072 to settle listing issue expenses 101 000 to settle transfer and listing related costs 3 675 000

Total equity and liabilities 30 430 072

The significant judgements used in accounting for this acquisition as an Investment Property in terms of IAS 40 – Investment Properties is that this residential property is acquired to be developed as residential rental stock with yielding income. Particulars of the purchase consideration and related terms have been extracted from the agreement entered into with Morning Tide. No additional assets (intangible or otherwise) were identified as a result of the acquisition. Further details are set out in Annexure 11. 5. Represents the acquisition by Proziguard, a wholly owned subsidiary of Freedom, of the Propmed Property from Grey Haven Riches 15 (Pty) Ltd (“Grey Haven”), effective as at Listing Date, for an amount of R8.5 million. The purchase price is settled through the allotment and issue of 8 500 000 Freedom shares at R1.00 per Freedom share. The acquisition of the Propmed property has been accounted for as an asset acquisition in terms of IAS 40 – Investment Properties as no business activity exists. For the purpose of this pro forma statement of financial position, the valuation has been determined by the independent property valuer as at 1 February 2014. Capitalised costs totalling R181 842 include valuation and assessment fees and attorney transfer fees, has been capitalised to the cost of the asset. Trade and other receivables of R1 190 000 relates to the provision of Input VAT refundable on property purchase. As per Annexure 2 & 3 the property has been valued at R12 400 000 resulting in a fair value adjustment of R3 719 158 and deferred tax provision of R971 940, refer to note 18 below. The Propmed acquisition summarised as follows:

ASSETS R’s Investment property 8 680 842

Acquisition cost, including commission 8 500 000 Total capitalised cost 180 842 Trade and other receivables 1 190 000

Input VAT refundable – Property purchase 1 190 000 Cash and Cash equivalents 1 000

Bank account deposits 1 000 Total assets 9 871 842

EQUITY AND LIABILITIES Stated capital 9 871 842 – to acquire assets in subsidiaries less liabilities taken over 8 500 000 capitalised property related expenses 130 842 – to settle listing issue expenses 51 000 – to settle transfer and related costs 1 190 000

Total equity and liabilities 9 871 842

139 The significant judgements used in accounting for this acquisition as an Investment Property in terms of IAS 40 – Investment Properties is that this commercial property is acquired to be developed as offices with yielding income. Particulars of the purchase consideration and related terms have been extracted from the agreement entered into with Grey Haven. No additional assets (intangible or otherwise) were identified as a result of the acquisition. Further details are set out in Annexure 11. 6. Represents the acquisition by Clear Creek Trading 45, a wholly owned subsidiary of Freedom, of the Portolan Place Property from Pacific Coast Investments 97 (Pty) Ltd (“Pacific Coast”), effective as at Listing Date, for an amount of R46.5 million. The purchase price is settled by the receipt of R46.5 million through the allotment and issue of 46 500 000 Freedom shares at R1.00 per Freedom share. The acquisition of the Portolan Place property has been accounted for as an asset acquisition in terms of IAS 40 – Investment Properties as no business activity exists. For the purpose of this pro forma statement of financial position, the valuation has been determined by the independent property valuer as at 1 February 2014. Capitalised costs totalling R2 216 784 include valuation and assessment fees and attorney transfer fees, has been capitalised to the cost of the asset. Trade and other receivables of R6 510 000 relates to the provision of Input VAT refundable on property purchase. As per Annexure 2 and 3 the property has been valued at R99 600 000 resulting in a fair value adjustment of R50 884 216 and deferred tax provision of R9 498 387, refer to note 18 below. The Portolan Place acquisition summarised as follows:

ASSETS R Investment property 48 715 784

Acquisition cost, including commission 46 500 000 Total capitalised cost 2 215 784 Trade and other receivables 6 510 000

Input VAT refundable – Property purchase 6 510 000 Cash and cash equivalents 1 000

Bank account deposits 1 000 Total assets 55 226 784

EQUITY AND LIABILITIES Stated capital 55 226 784

– to acquire assets in subsidiaries less liabilities taken over 46 500 000 capitalised property related expenses 715 784 – to settle listing issue expenses 1 501 000 – to settle transfer and related costs 6 510 000

Total equity and liabilities 55 226 784

The significant judgements used in accounting for this acquisition as Investment Property in terms of IAS 40 – Investment Properties is that this residential property is acquired to be developed as residential rental stock with yielding income. Particulars of the purchase consideration and related terms have been extracted from the agreement entered into with Pacific Coast. No additional assets (intangible or otherwise) were identified as a result of the acquisition. Further details are set out in Annexure 11.

140 7. Represents the acquisition by Apple Way Props, a wholly owned subsidiary of Freedom, of the entire issued shareholding and claims in Ligitprops 184 Proprietary Limited which includes the Langebaan Beach Property from the Nuweveld Trust (“Nuweveld Trust”), effective as at Listing Date, for a net amount of R68.0 million (R72 000 000 less assumed liabilities of R4 000 000). The purchase price is settled through the allotment and issue of 68 000 000 Freedom shares at R1.00 per Freedom share. For the purpose of this pro forma statement of financial position, the financial information pertaining to Ligitprops 184 Proprietary Limited was extracted from the interim financial statements of Ligitprops 184 Proprietary Limited as at 31 August 2013 (on which an unqualified review opinion was issued by RSM). It is noted that no material changes occurred in the interim financial statements when compared to the audited financial statements of Ligitprops 184 Proprietary Limited as at 28 February 2013 (on which an unqualified audit opinion was issued by RSM). The assets of the Company, being serviced erven has been recorded as Inventory and identified liabilities taken over in terms of the share sale agreement has been audited by the reporting accountants. Included in trade and other payables is a Contingent liability provision of R2 500 000 and a tax liability provision of R1 500 000. The contingent liability provision relates to a legal claim by Ivubu Proprietary Limited against Ligitprops 184 Proprietary Limited. Freedom is liable for any claim relating hereto up to R2 500 000. The tax liability provision relates to amounts owing to the South African Revenue Services and the local municipality. Freedom is liable for any amounts up R1 500 000 per the agreement. The Ligitprops 184 Proprietary Limited acquisition is summarised as follows:

Expenses directly Ligitprops 184 Assets and attributable to Disclosed on Acquisition of Langebaan Beach Resort before liabilities not acquisition of consolidation Erven by Apple Way Props (Pty) Ltd acquisition taken over Acquisition Inventory in pro forma R R R R R

ASSETS Property plant and equipment 9 643 (9 643) – – –

Property, plant and equipment 9 643 (9 643) – – – Inventories 72 040 862 – 72 040 862 690 000 72 730 862

Inventories 72 040 862 – 72 040 862 690 000 72 730 862

Total assets 72 050 505 (9 643) 72 040 862 690 000 72 730 862

EQUITY AND LIABILITIES Stated capital 120 – 120 – 68 730 862

Share capital 120 – 120 – 68 040 862 Capitalised property-related expenses – – – 690 000 690 000

Total stated capital 120 – 120 – 68 730 862

Retained income 5 306 367 – 5 306 367 – –

Closing balance 5 306 367 – 5 306 367 – –

Shareholders’ loans 62 744 018 (9 643) 62 734 375 – –

Shareholders’ loans 62 744 018 (9 643) 62 734 375 – –

Trade and other payables 4 000 000 – 4 000 000 – 4 000 000

Provision: Contingent liability 2 500 000 – 2 500 000 – 2 500 000 Provision: Tax liability 1 500 000 – 1 500 000 – 1 500 000

Total equity and liabilities 72 050 505 (9 643) 72 040 862 690 000 72 730 862

Significant judgement relating to the share sale transactions is an acquisition of an asset being Investment in subsidiary as no business is acquired and no management is brought across. The company is being acquired to get control over the underlying rezoned and serviced erven ready to be marketed and sold as well as zoned but un-serviced land with attached development rights. The company has no integrated set of activities and no staff and is not capable of being conducted and managed to produce immediate return, therefore not accounted for in terms of IFRS3: Business Combinations. Inventory accounted for in terms of IAS 2 – Inventories. Particulars of the purchase consideration and related terms have been extracted from the agreement entered into with Nuweveld Trust. No additional assets (intangible or otherwise) were identified as a result of the acquisition. Further details are set out in Annexure 11.

141 8. Represents the acquisition by Tower Sky Properties, a wholly owned subsidiary of Freedom, of the Miami Village Property from Miami Village (Pty) Ltd (“Miami”) and the Huganel Trust, effective as at Listing Date, for an amount of R25.5 million. The purchase price is settled through the allotment and issue of 25 500 000 Freedom shares at R1.00 per Freedom share. The acquisition of the Miami Village properties has been accounted for as an asset acquisition in terms of IAS 40 – Investment Properties as no business activity exists. For the purpose of this pro forma statement of financial position, the valuation has been determined by the independent property valuer as at 1 February 2014. Capitalised costs totalling R840 165 include valuation and assessment fees and attorney transfer fees, has been capitalised to the cost of the asset. Total investment property acquired of R1 595 590 and total inventory acquired of R24 743 575. Trade and other receivables of R3 570 000 relates to the provision of Input VAT refundable on property purchase. As per Annexures 2 and 3 the investment property has been valued at R1 900 000 resulting in a fair value adjustment of R304 410 and deferred tax provision of R56 823, refer to Note 18 below. The Miami Village acquisition is summarised as follows:

ASSETS R Investment property 1 595 590

Acquisition cost, including commission 1 500 000 Total capitalised cost 95 590 Inventories 24 743 575

Inventories 24 000 000 Total capitalised cost 743 575 Trade and other receivables 3 570 000

Input VAT refundable – Property purchase 3 570 000 Cash and Cash equivalents 1 000

Bank account deposits 1 000 Total assets 29 910 165

EQUITY AND LIABILITIES Stated capital 29 910 165

– to acquire assets in subsidiaries less liabilities taken over 25 500 000 – capitalised property-related expenses 689 165 – to settle listing issue expenses 151 000 – to settle transfer & related costs 3 570 500

Total equity and li]abilities 29 910 165

The significant judgement used in accounting for the first part of the acquisition as Investment Property in terms of IAS 40 – Investment Properties is that a portion of the residential property was acquired to be developed as residential rental stock with yielding income. The significant judgement used in accounting for a part of the zoned and serviced residential erven as Inventories in terms of IAS 2 – Inventories is because the fully serviced residential erven are ready to be marketed and sold. Particulars of the purchase consideration and related terms have been extracted from the agreement entered into with Miami and the Huganel Trust. No additional assets (intangible or otherwise) were identified as a result of the acquisition. Further details are set out in Annexure 11.

142 9. Represents the acquisition by Happy Boom Drive Properties, a wholly owned subsidiary of Freedom, of the entire issued shareholding and claims in Las Manos Investments 152 Proprietary Limited which includes the Montana Residential Property from Dataforce Trading 220 Proprietary Limited (“Dataforce”) and William Turner de Swarte, effective as at Listing Date, for an amount of R6.05 million. The purchase price is settled through the allotment and issue of 6 050 000 Freedom shares at R1.00 per Freedom share. For the purpose of this pro forma statement of financial position, the financial information pertaining to Las Manos Investments 152 Proprietary Limited was extracted from the interim financial statements of Las Manos Investments 152 Proprietary Limited as at 31 August 2013 (on which an unqualified review opinion was issued by RSM). It is noted that no material changes occurred in the interim financial statements when compared to the audited financial statements of Las Manos Investments 152 Proprietary Limited as at 28 February 2013 (on which an unqualified audit opinion was issued by RSM). The assets of the company and identified liabilities taken over in terms of the share sale agreement have been audited by the Reporting Accountants. For the purpose of this pro forma statement of financial position, the valuation has been determined by the independent property valuer as at 1 February 2014 and accounted for in terms of in terms of IAS 40 – Investment Properties. As per Annexure 2 & 3 the property has been valued at R7 000 000 resulting in a fair value adjustment of R859 250 and deferred tax provision of R160 393. The Las Manos acquisition is summarised as follows:

Capitalised expenses Las Manos directly Properties attributable to Disclosed on Acquisition of Montana Residential by before investment consolidation Happy Boom Drive Properties (Pty) Ltd acquisition Acquisition property Revaluation in pro forma R R R R R

ASSETS Investment property 6 050 000 6 050 000 90 750 859 250 7 000 000

Investment property 6 050 000 6 050 000 90 750 859 250 7 000 000 Total assets 6 050 000 6 050 000 90 750 859 250 7 000 000

EQUITY AND LIABILITIES Stated capital 100 100 – – 6 140 750

Share capital 100 100 – – 6 050 000 Capitalised property-related expenses – – 90 750 – 90 750

Total stated capital 100 100 – – 6 140 750

Retained Income 2 086 524 2 086 524 – 698 857 698 857

Opening balance 2 086 524 2 086 524 – – – Fair value adjustment 698 857 698 857 Shareholders’ loans 3 484 499 3 484 499 – – –

Shareholders’ loans 3 484 499 3 484 499 – – – Deferred tax 478 877 478 877 – 160 393 160 393

Opening balance 478 877 478 877 – – – Fair value adjustment – – 160 393 160 393 –

Total equity and liabilities 6 050 000 6 050 000 90 750 859 250 7 000 000

The significant judgement relating to the share sale transactions is an acquisition of an asset being Investment in subsidiary as no business is acquired and no management is brought across. The company is being acquired to get control over the underlying investment property with attached development rights. The company has no integrated set of activities and no staff and is not capable of being conducted and managed to produce immediate return. Investment Property accounted for in terms of IAS 40 – Investment Properties. Particulars of the purchase consideration and related terms have been extracted from the agreement entered into with Dataforce and William Turner de Swarte. No additional assets (intangible or otherwise) were identified as a result of the acquisition. Further details are set out in Annexure 11.

143 10. Represents the acquisition by Passion Way Props, a wholly owned subsidiary of Freedom, of the Stellenbosch Industrial Property from Elect Property Trust No 1 (“Elect”), effective as at Listing Date, for an amount of R49.1 million. The purchase price is settled through the allotment and issue of 49 100 000 Freedom shares at R1.00 per Freedom share. The acquisition of the Stellenbosch Industrial property is accounted for as an asset acquired in terms of IAS 40 – Investment Properties. For the purpose of this pro forma statement of financial position, the valuation has been determined by the independent property valuer as at 1 February 2014. Capitalised costs totalling R1 382 307 include valuation and assessment fees and attorney transfer fees, capitalised to the cost of the asset acquired. Trade and other receivables of R302 558 relate to the provision for straight line leases As per Annexure 2 & 3 the property has been valued at R53 000 000 resulting in fair value adjustment of R2 518 693 and a deferred tax provision of R644 704, refer to Note 18 below. The Stellenbosch Industrial acquisition is summarised as follows:

ASSETS R Investment property 50 481 307 Acquisition cost, including commission 49 100 000 Total capitalised cost 1 381 307 Trade and other receivables 302 558

Provision for straight line leases 302 558 Cash and Cash equivalents 45 140

Output VAT provision of last month rental 44 140 Bank account deposits 1 000 Total assets 50 829 004

EQUITY AND LIABILITIES Stated capital 28 482 307

– to acquire assets in subsidiaries less liabilities taken over 27 100 000 – capitalised property related expenses 1 381 307 – to settle listing issue expenses 1 000 – to settle transfer & related costs –

Retained income 217 842

– Straight-line leases 302 558 – Less: Deferred tax (84 716) Commercial term loan 22 000 000

First bond over investment property in favour of Nedbank 22 000 000 Deferred tax 84 716

Straight-line leases 84 716 Trade and other payables 44 140

VAT control account 44 140 Total equity and liabilities 50 829 004

The significant judgements used in accounting for this acquisition as Investment Property in terms of IAS 40 – Investment Properties is the fact that this loose standing building is acquired with one tenant, no business is acquired and no management is brought across. Particulars of the purchase consideration and related terms have been extracted from the agreement entered into with Elect. No additional assets (intangible or otherwise) were identified as a result of the acquisition. Further details are set out in Annexure 11.

144 11. Represents the acquisition by Lazy Haze Stone Prop, a wholly owned subsidiary of Freedom, of the Sweet Waters Industrial Park Property from Neil Eric Whitehead, effective as at Listing Date, for an amount of R18 million. The purchase price is settled through the allotment and issue of 18 000 000 Freedom shares at R1.00 per Freedom share. The acquisition of the Sweet Waters property has been accounted for as an asset acquisition in terms of IAS 40 – Investment Properties as no business activity exists For the purpose of this pro forma statement of financial position, the valuation has been determined by the independent property valuer as at 1 February 2014. Capitalised costs totalling R328 078 include valuation and assessment fees and attorney transfer fees, capitalised to the cost of the asset acquired. Trade and other receivables of R2 520 000 relates to the provision of Input VAT refundable on property purchase. As per Annexures 2 and 3 the property has been valued at R62 600 000 resulting in a fair value adjustment of R44 272 922 and a deferred tax provision of R8 264 279, refer to note 18 below. The Sweet Waters Industrial Park acquisition is summarised as follows:

ASSETS R Investment property 18 327 078

Acquisition cost, including commission 18 000 000 Total capitalised cost 327 078 Trade and other receivables 2 520 000

Input VAT refundable – Property purchase 2 520 000 Cash and Cash equivalents 1 500

Bank account deposits 1 500 Total assets 20 848 578

EQUITY AND LIABILITIES Stated capital 20 848 578 – to acquire assets in subsidiaries less liabilities taken over 18 000 000 – capitalised property-related expenses 277 078 – to settle listing issue expenses 51 500 – to settle transfer and related costs 2 520 500

Total equity and liabilities 20 848 578

The significant judgements used in accounting for this acquisition as Investment Property in terms of IAS 40 – Investment Properties is that this industrial property is acquired to be developed as an industrial park with yielding income. Particulars of the purchase consideration and related terms have been extracted from the agreement entered into with Neil Eric Whitehead. No additional assets (intangible or otherwise) were identified as a result of the acquisition. Further details are set out in Annexure 11.

145 12. Represents the acquisition by Off Peak Props, a wholly owned subsidiary of Freedom, of the entire issued shareholding and claims in Kadoma Investments Proprietary Limited which includes the Steelpoort Industrial & Tweefontein Residential Properties from the Lafras Joubert Family Trust and the Christo La Grange Family Trust (“Kadoma Vendors”), effective as at Listing Date, for an amount of R361.9 million. For the purpose of this pro forma statement of financial position, the financial information pertaining to Kadoma Investments Proprietary Limited was extracted from the interim financial statements of Kadoma Investments Proprietary Limited as at 31 August 2013 (on which an unqualified review opinion was issued by RSM). It is noted that no material changes occurred in the interim financial statements when compared to the audited financial statements of Kadoma Investments Proprietary Limited as at 28 February 2013 (on which an unqualified audit opinion was issued by RSM).. The assets of the company and identified liabilities taken over in terms of the share sale agreement have been audited by the Reporting Accountants. For the purpose of this pro forma statement of financial position, the valuation has been determined by the independent property valuer as at 1 February 2014. Trade and other receivables relate to the provision for straight-line leases and deferred taxation relating thereto. The Development bond of R6 000 000 is a fist bond over investment property in favour of Standard Bank. As per Annexures 2 and 3 the property has been valued at R555 000 000 resulting in a fair value adjustment of R179 558 700 and deferred tax provision of R34 584 668, refer to Note 18 below. The Kadoma acquisition is summarised as follows:

Capitalised expenses Acquisition of Steelpoort Kadoma directly Industrial & Tweefontein Investments Assets and attributable to Disclosed on Residential by Off Peak Props before liabilities not investment consolidation (Pty) Ltd acquisition taken over Acquisition property Revaluation in pro forma R R R R R R

ASSETS Investment property 373 343 030 (1 823 030) 371 520 000 3 921 300 179 558 700 555 000 000

Investment property 371 520 000 – 371 520 000 3 921 300 179 558 700 555 000 000 Property, plant and equipment 1 823 030 (1 823 030) – – – –

Trade and other receivables 1 970 897 (1 791 334) 179 563 – – 179 563

Inter-company loans 1 307 863 (1 307 863) – – – – Trade debtors 483 471 (483 471) – – – – Provision for straight –line leases 179 563 – 179 563 – – 179 563

Cash and cash equivalents 188 663 (87) 188 576 – – 188 576

Current accounts 87 (87) – – – – Provision: Last month output vat in bank account 188 576 188 576 – – 188 576

Total assets 375 502 590 (3 614 451) 371 888 139 3 921 300 179 558 700 555 368 139

EQUITY AND LIABILITIES Stated capital 100 – 100 – – 368 541 300

Share capital 100 – 100 – – 364 620 000 Capitalised property-related expenses – – – 3 921 300 – 3 921 300

Total stated capital 100 – 100 – – 368 541 300

Retained Income 296 978 215 (4 203 077) 292 775 138 – 144 974 032 145 103 317

Closing balance 296 848 930 (4 203 077) 292 645 853 – – – Straight-line leases 179 563 – 179 563 – – 179 563 Less: Deferred tax on straight- line leases (50 278) – (50 278) – – (50 278) Fair value adjustment – – – – 144 974 032 144 974 032

Shareholders’ loans (705 851) 705 851 – – – –

Shareholders’ loans (705 851) 705 851 – – – Fist bond over investment property in favour of Standard Bank 6 000 000 – 6 000 000 – – 6 000 000

Deferred tax 72 024 325 – 72 024 325 – 34 584 668 34 634 946 Opening balance 71 974 047 – 71 974 047 – – – Straight-line leases 50 278 50 278 – 50 278 Fair value adjustment – – – – 34 584 668 34 584 668

Trade and other payables 898 510 190 066 1 088 576 – – 1 088 576

146 Capitalised expenses Acquisition of Steelpoort Kadoma directly Industrial & Tweefontein Investments Assets and attributable to Disclosed on Residential by Off Peak Props before liabilities not investment consolidation (Pty) Ltd acquisition taken over Acquisition property Revaluation in pro forma R R R R R R

Trade creditors 709 934 (709 934) – – – – Provision: Loan agreement 900 000 900 000 – – 900 000 VAT control account 188 576 – 188 576 – – 188 576

Bank 307 291 (307 291) – – – –

Bank overdraft 307 291 (307 291) – – – –

Total equity and liabilities 375 502 590 (3 614 451) 371 888 139 3 921 300 179 558 700 555 368 139

The significant judgement relating to the share sale transactions is an acquisition of an asset being Investment in subsidiary as no business is acquired and no management is brought across. The company is being acquired to get control over the underlying investment property which consists of the larger part of a zoned and serviced industrial park still to be developed as well as residential development property with attached development rights to be developed as residential rental stock with yielding income. The company has a limited set of activities and staff and does not qualify to be disclosed in terms of IFRS – 3: Business Combinations. The Investment Property is in terms of IAS 40 – Investment Properties. Particulars of the purchase consideration and related terms have been extracted from the agreement entered into with the Kadoma Vendors. No additional assets (intangible or otherwise) were identified as a result of the acquisition. Further details are set out in Annexure 11. 13. Represents the acquisition by Somnitrax, a wholly owned subsidiary of Freedom, of the entire issued shareholding and claims in Tubatse Estate Proprietary Limited which includes the Tubatse Industrial and Residential Properties from Commercial South African Properties Proprietary Limited, Kgosi Investment Holdings Proprietary Limited, Platsak Proprietary Limited and Zambeza Investments Proprietary Limited (“Tubatse Vendors”), effective as at Listing Date, for an amount of R135 million. The purchase price is settled through the allotment and issue of 135 000 000 Freedom shares at R1.00 per Freedom share. For the purpose of this pro forma statement of financial position, the financial information pertaining to Tubatse Estate Proprietary Limited was extracted from the annual financial statements of Tubatse Estate Proprietary Limited as at 30 June 2013 (on which an unqualified audit opinion was issued by RSM). The assets of the company and identified liabilities taken over in terms of the share sale agreement have been audited by the Reporting Accountants]. For the purpose of this pro forma statement of financial position, the valuation has been determined by the independent property valuer as at 1 February 2014. As per Annexure 2 & 3 the property has been valued at R398 700 000 resulting in a fair value adjustment of R262 601 310 and deferred tax provision of R49 018 914, refer to Note 18 below. The Tubatse Industrial and Residential acquisition is summarised as follows:

Capitalised expenses directly Acquisition of Tubatse Tubatse Estate Assets and attributable to Disclosed on Industrial and Residential by before liabilities not investment consolidation Somnitrax (Pty) Ltd acquisition taken over Acquisition property Revaluation in pro forma R R R R R R

ASSETS Investment property 135 000 000 – 135 000 000 1 098 690 262 601 310 398 700 000

Investment property 135 000 000 – 135 000 000 1 098 690 262 601 310 398 700 000

Trade and other receivables 39 177 (39 177) – – – –

VAT control account 39 177 (39 177) – – – –

Cash and cash equivalents 3 983 (3 983) – – – –

Current accounts 3 983 (3 983) – – – –

Total assets 135 043 160 (43 160) 135 000 000 1 098 690 262 601 310 398 700 000

EQUITY AND LIABILITIES Stated capital 102 – 102 – – 136 098 690

Share capital 102 – 102 – – 135 000 000 Capitalised property-related expenses – – – 1 098 690 – 1 098 690

Total stated capital 102 – 102 – – 136 098 690

Retained income 70 352 848 – 70 352 848 – 213 582 396 213 582 396

Closing balance 70 352 848 – 70 352 848 – – – Fair value adjustment – – – – 213 582 396 213 582 396

147 Capitalised expenses directly Acquisition of Tubatse Tubatse Estate Assets and attributable to Disclosed on Industrial and Residential by before liabilities not investment consolidation Somnitrax (Pty) Ltd acquisition taken over Acquisition property Revaluation in pro forma R R R R R R

Shareholders’ loans 48 534 044 (42 162) 48 491 882 – – –

Shareholders’ loans 48 534 044 (42 162) 48 491 882 – – –

Deferred tax 16 155 168 – 16 155 168 – 49 018 914 49 018 914

Opening balance 16 155 168 – 16 155 168 – – – Fair value adjustment – – – – 49 018 914 49 018 914

Trade and other payables 998 (998) – – – –

Trade creditors 998 (998) – – – –

Total equity and liabilities 135 043 160 (43 160) 135 000 000 1 098 690 262 601 310 398 700 000 The significant judgement relating to the share sale transactions is an acquisition of an asset being Investment in subsidiary as no business is acquired and no management is brought across. The company is being acquired to get control over the underlying investment property with attached commercial, industrial and residential development rights to be developed to generate yielding income. The company has no integrated set of activities and no staff and is not capable of being conducted and managed to produce immediate return. The Investment Property is accounted for in terms of IAS 40 – Investment Properties. Particulars of the purchase consideration and related terms have been extracted from the agreement entered into with the Tubatse Vendors. No additional assets (intangible or otherwise) were identified as a result of the acquisition. Further details are set out in Annexure 11. 14. Represents the acquisition by Freedom of the entire issued shareholding and claims in Zambesa Investments Proprietary Limited which includes the Tubatse Homes Property from Magnolia Ridge Properties 208 Proprietary Limited and National Union of Mineworkers Properties Proprietary Limited (“Zambesa Vendors”), effective as at Listing Date, for an amount of R85 million. The purchase price is settled through the allotment and issue of 85 000 000 Freedom shares at R1.00 per Freedom share. For the purpose of this pro forma statement of financial position, the financial information pertaining to Zambesa Investments Proprietary Limited was extracted from the interim financial statements of Zambesa Investments Proprietary Limited as at 31 August 2013 (on which an unqualified review opinion was issued by RSM). It is noted that no material changes occurred in the interim financial statements when compared to the audited financial statements of Zambesa Investments Proprietary Limited as at 28 February 2013 (on which an unqualified audit opinion was issued by RSM).. The assets of the company and identified liabilities taken over in terms of the share sale agreement have been audited by the Reporting Accountants.] For the purpose of this pro forma statement of financial position, the valuation has been determined by the independent property valuer as at 1 February 2014. As per Annexures 2 and 3 the property has been valued at R125 000 000 resulting in a fair value adjustment of R40 000 000 and deferred tax provision of R7 466 667, refer to Note 18 below. The Tubatse Homes acquisition is summarised as follows:

Zambesa Investments Assets and Disclosed on Acquisition of Tubatse Homes by Zambesa before liabilities not consolidation Investments Proprietary Limited acquisition taken over Acquisition Revaluation in pro forma R R R R R

ASSETS Investment property 85 000 000 – 85 000 000 40 000 000 125 000 000

Investment property 85 000 000 – 85 000 000 40 000 000 125 000 000

Trade and other receivables 41 498 922 (41 498 922) – – –

Investment in Associates 26 382 318 (26 382 318) – – – Group Loans Receivable 14 645 278 (14 645 278) – – – Trade debtors 371 824 (371 824) – – – VAT control account 99 502 (99 502) – – –

Cash and cash equivalents 175 034 (175 034) – – –

Current accounts 3 767 (3 767) – – – Call accounts 171 267 (171 267) – – –

Total assets 126 673 956 (41 673 956) 85 000 000 40 000 000 125 000 000

EQUITY AND LIABILITIES Stated capital 9 000 850 – 9 000 850 – 85 000 000

Share capital 1 000 1 000 – 85 000 000 – Share premuim 8 999 850 8 999 850 – –

148 Zambesa Investments Assets and Disclosed on Acquisition of Tubatse Homes by Zambesa before liabilities not consolidation Investments Proprietary Limited acquisition taken over Acquisition Revaluation in pro forma R R R R R

Total stated capital 9 000 850 – 9 000 850 – 85 000 000

Retained Income 92 380 126 (31 441 740) 60 938 386 32 533 333 32 533 333 Closing balance 92 380 126 (31 441 740) 60 938 386 32 533 333 32 533 333 Fair value adjustment – – – – –

Shareholders’ loans 10 227 832 (10 227 832) – – –

Shareholders’ loans 10 227 832 (10 227 832) – – –

Deferred tax 15 060 764 – 15 060 764 7 466 667 7 466 667

Opening balance 15 060 764 – 15 060 764 – – Fair value adjustment – – – 7 466 667 7 466 667

Trade and other payables 4 384 (4 384) – – –

Trade creditors 4 384 (4 384) – – – Provision: Tax liability – – – – –

Bank – – – – –

Bank overdraft – – – – –

Total equity and liabilities 126 673 956 (41 673 956) 85 000 000 40 000 000 125 000 000

The significant judgement relating to the share sale transactions is an acquisition of an asset being Investment in subsidiary as no business is acquired and no management is brought across. The company is being acquired to get control over the underlying investment property with attached development rights to be developed as residential rental stock to produce yielding income. The company has no integrated set of activities and no staff and is not capable of being conducted and managed to produce immediate return. The Investment Property is accounted for in terms of IAS 40 – Investment Properties is because Particulars of the purchase consideration and related terms have been extracted from the agreement entered into with the Zambesa Vendors. No additional assets (intangible or otherwise) were identified as a result of the acquisition. Further details are set out in Annexure 11. 15. Represents the acquisition by Zolo Props, a wholly owned subsidiary of Freedom, of the Gevonden Residential Property from Nassau-gebou Stellenbosch Proprietary Limited, effective as at Listing Date, for an amount of R11.5 million. The purchase price is settled through the allotment and issue of 11 500 000 Freedom shares at R1.00 per Freedom share. The acquisition of the Gevonden property has been accounted for as an asset acquisition in terms of IAS 40 – Investment Properties as no business activity exists For the purpose of this pro forma statement of financial position, the valuation has been determined by the independent property valuer as at 1 February 2014. Capitalised costs totalling R378 022 include valuation and assessment fees and attorney transfer fees, capitalised to the cost of the Investment Property acquired. Trade and other receivables of R1 400 000 relates to the provision of Input VAT refundable on property purchase. As per Annexures 2 and 3 the property has been valued at R17 700 000 resulting in a fair value adjustment of R5 822 978 and deferred tax provision of R1 086 956, refer to Note 18 below. The Gevonden Residential acquisition is summarised as follows.

ASSETS R Investment property 11 877 022

Acquisition cost, including commission 11 500 000 Total capitalised cost 377 022 Trade & other receivables 1 400 000

Input VAT refundable – Property purchase 1 400 000 Cash & cash equivalents 1 500

Bank account deposits 1 500 Total assets 13 278 522

EQUITY AND LIABILITIES Stated capital 13 278 522 – to acquire assets in subsidiaries less liabilities taken over 11 500 000 – capitalised property-related expenses 327 022 – to settle listing issue expenses 51 500 – to settle transfer and related costs 1 400 000 Total equity and liabilities 13 278 522

The significant judgements used in accounting for this acquisition as Investment Property in terms of IAS 40 – Investment Properties is that this residential property is acquired to be developed as residential rental stock with yielding income particulars of the purchase

149 consideration and related terms have been extracted from the agreement entered into with Nassau-gebou Stellenbosch Proprietary Limited. No additional assets (intangible or otherwise) were identified as a result of the acquisition. Further details are set out in Annexure 11. 16. Represents the acquisition by Freedom, of the entire issued shareholding and claims in Bilko Investments Proprietary Limited which includes the Elm Drive Property from Izak Johannes Botha and Luzelle Joubert Botha, effective as at Listing Date, for an amount of R12 million. The purchase price is settled through the allotment and issue of 12 000 000 Freedom shares at R1.00 per Freedom share. For the purpose of this pro forma statement of financial position, the financial information pertaining to Bilko Investments Proprietary Limited was extracted from the interim financial statements of Bilko Investments Proprietary Limited as at 31 August 2013 (on which an unqualified review opinion was issued by RSM). It is noted that no material changes occurred in the interim financial statements when compared to the audited financial statements of Bilko Investments Proprietary Limited as at 28 February 2013 (on which an unqualified audit opinion was issued by RSM). The assets of the company and identified liabilities taken over in terms of the share sale agreement have been audited by the Reporting Accountants.] For the purpose of this pro forma statement of financial position, the valuation has been determined by the independent property valuer as at 1 February 2014. As per Annexures 2 and 3 the property has been valued at R9 915 000 resulting in a fair value adjustment of R-2 085 000 and deferred tax provision of R544 880, refer to Note 18 below. The Elm Drive acquisition is summarised as follows.

Bilko Investments Assets and Disclosed on Acquisition of Elm Drive Residential by Bilko before Liabilities not Consolidation Investments (Pty) Ltd acquisition taken over Acquisition Revaluation in Pro Forma R R R R R

ASSETS Investment property 12 000 000 – 12 000 000 (2 085 000) 9 915 000

Investment property 12 000 000 – 12 000 000 (2 085 000) 9 915 000

Cash and cash equivalents 1 195 (1 195) – – –

Current accounts 1 195 (1 195) – – –

Total assets 12 001 195 (1 195) 12 000 000 (2 085 000) 9 915 000

EQUITY AND LIABILITIES Stated capital 1 – 1 – 12 000 000

Share capital 1 – 1 – 12 000 000 – Share premium – – – – –

Total stated capital 1 – 1 – 12 000 000

Retained income 6 906 608 – 6 906 608 (1 540 120) (1 540 120)

Closing balance 6 906 608 – 6 906 608 – – Fair value adjustment – – – (1 540 120) (1 540 120)

Shareholders’ loans 3 131 313 7 508 3 138 821 – –

Shareholders’ loans 3 131 313 7 508 3 138 821 – –

Deferred tax 1 954 570 – 1 954 570 (544 880) (544 880)

Opening balance 1 954 570 – 1 954 570 – – Fair value adjustment – – – (544 880) (544 880)

Trade and other payables 8 703 (8 703) – – –

Trade creditors 8 703 (8 703) – – – VAT control – – – – –

Total equity and liabilities 12 001 195 (1 195) 12 000 000 – 9 915 000

The significant judgement relating to the share sale transactions is an acquisition of an asset being Investment in subsidiary as no business is acquired and no management is brought across. The company is being acquired to get control over the underlying investment property with attached development rights to be developed as offices with yielding income. The company has no integrated set of activities and no staff and is not capable of being conducted and managed to produce immediate return. The Investment Property is accounted for in terms of IAS 40 – Investment Properties. Particulars of the purchase consideration and related terms have been extracted from the agreement entered into with Izak Johannes Botha and Luzelle Joubert Botha. No additional assets (intangible or otherwise) were identified as a result of the acquisition. Further details are set out in Annexure 11. 17. Represents the net movement in Freedom from 31 August 2013 until date of listing and includes input VAT of R1 316 204 refundable on listing expenses, listing expenses of R6 331 285 and the provision for Bowman Gilfillan Attorneys of R3 146 400 as per the issue expenses in paragraph 30 and a bank overdraft of R9 066 916.

150 18. Represents the subsequent revaluation of the total property portfolio prior to the listing by the independent property valuer. Fair value adjustments to the properties have been forecast based on expected net property incomes and capitalisation rates used by the independent property valuer at 1 February 2014 as set out in Annexures 2 and 3.

Valuation as per Fair Value Deferred tax on fair Project Annexure 2 adjustment value adjustment

Wespark Palms 11 700 000 4 339 169 1 178 583 La Hoff Mews 13 000 000 5 893 787 1 100 174 Emfuleni Estate 56 000 000 29 245 928 5 459 240 Propmed 12 400 000 3 719 158 971 940 Portolan Place 99 600 000 50 884 216 9 498 387 Miami Village 1 900 000 304 410 56 823 Stellenbosch Industrial Park 53 000 000 2 518 693 644 704 Sweet Waters 62 600 000 44 272 922 8 264 279 Gevonden 17 700 000 5 822 978 1 086 956

Total 327 900 000 147 001 261 28 261 086

19. The net tangible asset value and net asset value per share figure has been calculated on the basis that the Acquisitions were effected on 31 August 2013 and is based on a total number of 1 027 029 031 shares in issue after the implementation of acquisitions. 20. Share-based payments relating to Promoters fees, totalling R12 895 000, which were accounted for in the audited financial results of Freedom for the year ended 28 February 2013, has been dealt with on the following basis. The settlement of the amounts due for the supply of goods and services is a share-based payment scheme that is in the scope of IFRS 2 Share-based Payment. Freedom has entered into a contract with the PDF Trust in terms of which, PDF has been remunerated for providing services as a promoter to Freedom in the formulation of the strategy for the establishment of the Company, negotiating the acquisition of the properties which constitute the Freedom property portfolio and building Freedom’s business plan. IFRS 2 provides that in a situation where shares are issued in return for goods or services provided, then the fair value of the goods or services provided will inform the amount attributed to the shares issued. “10 For equity-settled share-based payment transactions, the entity shall measure the goods or services received, and the corresponding increase in equity, directly, at the fair value of the goods or services received, unless that fair value cannot be estimated reliably. If the entity cannot estimate reliably the fair value of the goods or services received, the entity shall measure their value, and the corresponding increase in equity, indirectly, by reference to the fair value of the equity instruments granted.” In this case, the fair value of the services has been determined by the management of Freedom at R12 895 000. 21. Where standalone properties or companies holding underlying properties are being acquired, the values of the properties are first recorded at the acquisition consideration value in terms of the Acquisition Agreements at measurement date and subsequently revalued in terms of IAS 40, paragraph 32 (Investment Properties) applying the value determined for the properties by the Independent Property Valuer at reporting date – being the company’s year end of 28 February and the interim reporting period being 31 August. See Note 18 for adjustments to standalone properties being acquired and Notes 7, 9, 12, 13, 14 and 16 for companies holding underlying properties being acquired.

151 Annexure 7

INDEPENDENT REPORTING ACCOUNTANTS’ AND AUDITORS’ LIMITED ASSURANCE REPORT ON THE CONSOLIDATED PRO FORMA STATEMENT OF FINANCIAL POSITION

The Directors Freedom Property Fund Limited PO Box 2712 Port Alfred 6170

Dear Sirs

INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE COMPILATION OF PRO FORMA FINANCIAL INFORMATION OF FREEDOM PROPERTY FUND LIMITED INCLUDED IN THE PRE-LISTING STATEMENT

To the Directors of Freedom Property Fund Limited We have completed our assurance engagement to report on the compilation of pro forma financial information of Freedom Property Fund by the directors. The pro forma financial information, as set out in Annexure 4 and Annexure 6 of the pre-listing statement, consists of the pro forma balance sheet, forecast statements of comprehensive income and related notes. The pro forma financial information has been compiled on the basis of the applicable criteria specified in the JSE Limited (JSE) Listings Requirements. The pro forma financial information has been compiled by the directors to illustrate the impact of the event, described in Part A, on the statement of financial position as at 28 February 2014, and the statement of comprehensive income for the period then ended, as if the the corporate action or event had taken place at 1 March 2014 and for the period then ended. As part of this process, information about the company’s financial position and financial performance has been extracted by the directors from the company’s financial statements for the period ended 31 August 2013, on which an unqualified audit report was issued on 25 February 2014. Directors’ responsibility The directors are responsible for compiling the pro forma financial information on the basis of the applicable criteria specified in the JSE Listings Requirements and described in Annexure 6. Reporting Accountants’ Responsibility Our responsibility is to express an opinion about whether the pro forma financial information has been compiled, in all material respects, by the directors on the basis specified in the JSE Listings Requirements based on our procedures performed. We conducted our engagement in accordance with the International Standard on Assurance Engagements (ISAE) 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus. This standard requires that we comply with ethical requirements and plan and perform our procedures to obtain reasonable assurance about whether the pro forma financial information has been compiled, in all material respects, on the basis specified in the JSE Listings Requirements. For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the pro forma financial information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the pro forma financial information. The purpose of pro forma financial information included in a prospectus is solely to illustrate the impact of a significant event or transaction on unadjusted financial information of the entity as if the event had occurred or the transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the event or transaction at 28 February 2014 would have been as presented.

152 A reasonable assurance engagement to report on whether the pro forma financial information has been compiled, in all material respects, on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the chief financial officer in the compilation of the pro forma financial information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether: • the related pro forma adjustments give appropriate effect to those criteria; and • the pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information. Our procedures selected depend on the reporting accountant’s judgment, having regard to the reporting accountant’s understanding of the nature of the company, the event or transaction in respect of which the pro forma financial information has been compiled, and other relevant engagement circumstances. Our engagement also involves evaluating the overall presentation of the pro forma financial information. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Opinion In our opinion, the pro forma financial information has been compiled, in all material respects, on the basis of the applicable criteria specified by the JSE Listings Requirements and described in Annexure 6.

RSM Betty & Dickson (Johannesburg) Registered Auditors

Andrew Young, CA (SA), RA Partner

Date: 25 February 2014 Randburg

153 Annexure 8

HISTORICAL FINANCIAL INFORMATION

1. BASIS OF PREPARATION Set out below are extracts from the audited financial statements (“financial statements”) of Freedom Property Fund Limited (“Freedom” or the “company”) for the six months ended 31 August 2013 and the year ended 28 February 2013. These extracts are the responsibility of Freedom’s directors. The financial statements for the six months ended 31 August 2013 and the year ended 28 February 2013, from which the information below was extracted, were prepared in accordance with International Financial Reporting Standards and interpretations adopted by the International Accounting Standards Board and which were audited by RSM Betty & Dickson (Johannesburg) in accordance with International Standards on Auditing, who issued an unqualified audit opinion on the financial statements for the six months ended 31 August 2013 and the year ended 28 February 2013. The audited financial statements for the six months ended 31 August 2013 and the year ended 28 February 2013 are available for inspection at the company’s registered address. The independent reporting accountant’s report on the historical financial information is presented in Annexure 9.

2. DIRECTORS’ COMMENTARY General review Freedom Property Fund Limited is a company incorporated in the Republic of South Africa. The principal activity of the company is development, holding and management for property development entities. No matter which is material to the financial affairs of the company has occurred between 31 August 2013 and the date of approval of the financial statements. Statements of responsibility The directors are required by the Companies Act of South Africa 2008, to maintain adequate accounting records and are responsible for the content and integrity of the financial statements and related financial information included in this report. It is their responsibility to ensure that the financial statements fairly present the state of affairs of the company as at the end of the financial period and the results of its operations and cash flows for the period then ended, in conformity with International Financial Reporting Standards. The external auditors are engaged to express an independent opinion on the financial statements. The financial statements are prepared in accordance with International Financial Reporting Standards and are based upon appropriate accounting policies consistently applied and supported by reasonable and prudent judgements and estimates. The directors acknowledge that they are ultimately responsible for the system of internal financial control established by the company and place considerable importance on maintaining a strong control environment. To enable the directors to meet these responsibilities, the board sets standards for internal control aimed and reducing the risk of error or loss in a cost effective manner. The standards include the proper delegation of responsibilities within a clearly defined framework, effective accounting procedures and adequate segregation of duties to ensure an acceptable level of risk. These controls are monitored throughout the company and all employees are required to maintain the highest ethical standards in ensuring the company’s business is conducted in a manner that in all reasonable circumstances is above reproach. The focus of risk management in the company is on identifying, assessing, managing and monitoring all known forms of risk across the company. While operating risk cannot be fully eliminated, the company endeavours to minimise it by ensuring that appropriate infrastructure, controls, systems and ethical behaviour are applied and managed within predetermined procedures and constraints.

154 The directors are of the opinion, based on the information and explanations given by management that the system of internal control provides reasonable assurance that the financial records may be relied on for the preparation of the annual financial statements. However, any system of the internal financial control can provide only reasonable, and not absolute, assurance against material misstatement or loss. Financial results The results of the company for the year under review are fully set out in the attached financial statements and require no further comment. Post balance sheet events Subsequent to the period end the Company has applied for listing on the JSE in the Real Estate “Financial: Real Estate Holdings and Development” sector. The intention is for the company to list by March 2014. On 26 October 2013 the board of the company was reconstituted and passed the necessary resolutions securing approval for the listing process and the General Option Scheme. Other than the above and as disclosed in this pre-listing statement to which this historical information is attached, no material fact or circumstance has occurred between the latest financial period ended 31 August 2013 and the date of this pre-listing statement. Dividends No dividends were declared or proposed during the year under review. Share capital 1 500 000 000 ordinary shares at no par value were issued by the company during the year under review.

3. STATEMENT OF FINANCIAL POSITION The statement of financial position of Freedom as at 31 August 2013 and 28 February 2013 is set out below: Audited Audited 31 August 28 February 2013 2013 Note(s) R R ASSETS Current assets 15 188 40 655 Trade and other receivables 9 188 62 Other receivables and prepayments 10 15 000 40 000 Bank, cash and cash equivalents 11 – 593 TOTAL ASSETS 15 188 40 655 EQUITY AND LIABILITIES Equity 13 650 14 555 Issued capital 12 15 000 15 000 Accumulated loss (12 896 350) (12 895 445) Share-based payment reserve 13 12 895 000 12 895 000 Non-current liabilities 1 100 26 100 Shareholder loans 14 1 100 26 100 Current liabilities 438 – Bank overdraft 15 438 – TOTAL LIABILITIES 1 538 26 100 TOTAL EQUITY AND LIABILITIES 15 188 40 655

155 4. STATEMENT OF COMPREHENSIVE INCOME The statement of Comprehensive Income of Freedom for the period ended 31 August 2013 and 28 February 2013 is set out below: Audited Audited 31 August 28 February 2013 2013 Note(s) R R Operating expenses 905 445 Share-based payment 13 – 12 895 000 Loss before taxation (905) (12 895 445) Taxation 16 – – Net loss after taxation (905) (12 895 445)

5. STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 31 AUGUST 2013 AND 28 FEBRUARY 2013 Share-based Issued payment Accumulated capital reserve loss Total R R R R Net loss for the period – – (12 895 445) (12 895 445) Share-based payment reserve – 12 895 000 – 12 895 000 Issue of share capital 15 000 – – 15 0000 Balance at 28 February 2013 15 000 12 895 000 (12 895 445) 14 555 Net loss for the period – – (905) (905) Balance at 31 August 2013 15 000 12 895 000 (12 896 350) 13 650

6. STATEMENT OF CASH FLOWS The statement of cash flows of Freedom for the period ended 31 August 2013 and 28 February 2013 is set out below: Audited Audited 31 August 28 February 2013 2013 Note R R Net cash retained in/withdrawn from operating activities 23 969 (40 507) Cash generated from operating activities 17 23 969 (40 507) Cash flows from financing activities (25 000) 41 100 Shares issued – 15 000 Repayment of/advances of shareholders’ loans (25 000) 26 100 Net decrease/increase in cash and cash equivalents (1 031) 593 Cash and cash equivalents at beginning of period 593 – Cash and cash equivalents at end of period 17 (438) 593

7. ACCOUNTING POLICIES 7.1 Presentation of financial statements The financial statements have been prepared in accordance with International Financial Reporting Standards, and the Listings Requirements. The annual financial statements have been prepared on the historical cost basis, except for the measurement of investment properties and certain financial

156 instruments at fair value, and incorporate the principal accounting policies set out below. They are presented in South African Rands.

7.2 Consolidation Basis of consolidation The consolidated financial information incorporates the financial of the company and all entities, including special purpose entities, which are controlled by the company. Control exists when the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The results of subsidiaries are included in the consolidated financial information from the effective date of acquisition to the effective date of disposal. Adjustments are made when necessary to the financial information of subsidiaries to bring their accounting policies in line with those of the company. All intra-company transactions, balances, income and expenses are eliminated in full on consolidation. Non-controlling interests in the net assets of consolidated subsidiaries are identified and recognised separately from the company’s interest therein, and are recognised within equity. Losses of subsidiaries attributable to non-controlling interests are allocated to the non-controlling interest even if this results in a debit balance being recognised for non-controlling interest. Transactions which result in changes in ownership levels, where the company has control of the subsidiary both before and after the transaction are regarded as equity transaction and are recognised directly in the statement of changes in equity. The difference between the fair value of consideration paid or received and the movement in non- controlling interest for such transactions is recognised in equity attributable to the owners of the parent. Where a subsidiary is disposed of and a non-controlling shareholding is retained, the remaining investment is measured to fair value with the adjustment to fair value recognised in profit or loss as part of the gain or loss on disposal of the controlling interest. Business combinations The company accounts for business combinations using the acquisition method of accounting. The cost of the business combination is measured as the aggregate of the fair values of assets given, liabilities incurred or assumed and equity instruments issued. Costs directly attributable to the business combination are expensed as incurred, except the costs to issue debt which are amortised as part of the effective interest and costs to issue equity which are included in equity. The acquiree’s identifiable assets, liabilities and contingent liabilities which meet the recognition conditions of IFRS 3 Business Combinations are recognised at their fair values at acquisition date, except for non-current assets (or disposal company) that are classified as held-for-sale in accordance with IFRS 5 Non-current Assets Held-for-sale and Discontinued Operations, which are recognised at fair value less costs to sell. Contingent liabilities are only included in the identifiable assets and liabilities of the acquiree where there is a present obligation at acquisition date. On acquisition, the company assesses the classification of the acquiree’s assets and liabilities and reclassifies them where the classification is inappropriate for company purposes. This excludes lease agreements and insurance contracts, whose classification remains as per their inception date.

7.3 Significant judgements and sources of estimation uncertainty In preparing the financial statements, management is required to make estimates and assumptions that affect the amounts represented in the financial statements and related disclosures. Use of available information and the application of judgement is inherent in the formation of estimates. Actual results in the future could differ from these estimates which may be material to the financial statements. Significant judgements include:

157 Trade receivables and loans and receivables The company assesses its trade receivables and loans and receivables for impairment at the end of each reporting period. In determining whether an impairment loss should be recorded in profit or loss, the company makes judgements as to whether there is observable data indicating a measurable decrease in the estimated future cash flows from a financial asset. The impairment for trade receivables and loans and receivables is calculated on a portfolio basis, based on historical loss ratios, adjusted for national and industry-specific economic conditions and other indicators present at the reporting date that correlate with defaults on the portfolio. These annual loss ratios are applied to loan balances in the portfolio and scaled to the estimated loss emergence period. Fair value estimation The fair value of investment property is determined by using valuation techniques. The company uses estimated discounted cash flows and makes assumptions that are based on market conditions existing at the end of each reporting period. The carrying value less impairment provision of trade receivables and payables are assumed to approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the company for similar financial instruments. Expected manner of realisation for deferred tax Deferred tax is provided for on the fair value adjustments of investment properties based on the expected manner of recovery use. This manner of recovery affects the rate used to determine the deferred tax liability. Taxation Judgement is required in determining the provision for income taxes due to the complexity of legislation. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The company recognises liabilities for anticipated tax 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 such determination is made. The company recognises the net future tax benefit related to deferred income tax assets to the extent that it is probable that the deductible temporary differences will reverse in the foreseeable future. Assessing the recoverability of deferred income tax assets requires the company to make significant estimates related to expectations of future taxable income. Estimates of future taxable income are based on forecast cash flows from operations and the application of existing tax laws in each jurisdiction. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the company to realise the net deferred tax assets recorded at the end of the reporting period could be impacted.

7.4 Investment property Investment property is recognised as an asset when, and only when, it is probable that the future economic benefits that are associated with the investment property will flow to the enterprise, and the cost of the investment property can be measured reliably. Purchase of single investment properties with existing lease agreements with multiple tenants over varying periods is not considered as a business as defined in IFRS 3 and is therefore accounted for as investment property. Where the area occupied by the company is insignificant in relation to the total area of a property owned, the entire property is classified as investment property. Investment property is initially recognised at cost. Transaction costs are included in the initial measurement. Costs include costs incurred initially and costs incurred subsequently to add to, or to replace a part of, or service a property. If a replacement part is recognised in the carrying amount of the investment property, the carrying amount of the replaced part is derecognised.

158 Fair value Subsequent to initial measurement, investment property is measured at fair value. The fair value measurement takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The highest and best use of a non-financial asset takes into account the use of the asset that is physically possible, legally permissible and financially feasible. The current use of a non-financial asset is presumed to be its highest and best use unless market or other factors suggest that a different use by market participants would maximise the value of the asset. A gain or loss arising from a change in fair value is included in net profit or loss for the period in which it arises. Valuation techniques Three widely used valuation techniques are the market approach, the cost approach and the income approach. The company uses the income approach as a valuation technique as it maximises on the observable inputs and for which sufficient data is available. Development properties 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. Development costs are to be capitalised to the cost of the property when the costs have been incurred directly to prepare the asset for its intended use or sale.

7.5 Investments in subsidiaries Investments in subsidiaries are carried at cost less any accumulated impairment. The cost of an investment in a subsidiary is the aggregate of: • the fair value, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the company; plus • any costs directly attributable to the purchase of the subsidiary.

7.6 Property, plant and equipment The cost of an item of property, plant and equipment is recognised as an asset when: • it is probable that future economic benefits associated with the item will flow to the company; and • the cost of the item can be measured reliably. Property, plant and equipment is initially measured at cost. Costs include costs incurred initially to acquire or construct an item of property, plant and equipment and costs incurred subsequently to add to, replace part of, or service it. If a replacement cost is recognised in the carrying amount of an item of property, plant and equipment, the carrying amount of the replaced part is derecognised. Property, plant and equipment are depreciated on the straight-line basis over their expected useful lives to their estimated residual value. Property, plant and equipment is carried at cost less accumulated depreciation and any impairment losses. The residual value, useful life and depreciation method of each asset are reviewed at the end of each reporting period. If the expectations differ from previous estimates, the change is accounted for as a change in accounting estimate. The depreciation charge for each period is recognised in profit or loss unless it is included in the carrying amount of another asset. The gain or loss arising from the derecognition of an item of property, plant and equipment is included in profit or loss when the item is derecognised. The gain or loss arising from the derecognition of an item of property, plant and equipment is determined as the difference between the net disposal proceeds, if any, and the carrying amount of the item.

159 7.7 Financial instruments Classification The company classifies financial assets and financial liabilities into the following categories: • Financial assets at fair value through profit or loss – designated • Loans and receivables • Financial liabilities at fair value through profit or loss – designated • Financial liabilities measured at amortised cost Classification depends on the purpose for which the financial instruments were obtained/ incurred and takes place at initial recognition. Classification is re-assessed on an annual basis, except for derivatives and financial assets designated as at fair value through profit or loss, which shall not be classified out of the fair value through profit or loss category. Initial recognition and measurement Financial instruments are recognised initially when the company becomes a party to the contractual provisions of the instruments. The company classifies financial instruments, or their component parts, on initial recognition as a financial asset, a financial liability or an equity instrument in accordance with the substance of the contractual arrangement. Financial instruments are measured initially at fair value, except for equity investments for which a fair value is not determinable, which are measured at cost and are classified as available-for-sale financial assets. For financial instruments which are not at fair value through profit or loss, transaction costs are included in the initial measurement of the instrument. Transaction costs on financial instruments at fair value through profit or loss are recognised in profit or loss. Subsequent measurement Financial instruments at fair value through profit or loss are subsequently measured at fair value, with gains and losses arising from changes in fair value being included in profit or loss for the period. Dividend income is recognised in profit or loss as part of other income when the company’s right to receive payment is established. Loans and receivables are subsequently measured at amortised cost, using the effective interest method, less accumulated impairment losses. Financial liabilities at amortised cost are subsequently measured at amortised cost, using the effective interest method. Impairment of financial assets At each reporting date the company assesses all financial assets, other than those at fair value through profit or loss, to determine whether there is objective evidence that a financial asset or group of financial assets has been impaired. For amounts due to the company, significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy and default of payments are all considered indicators of impairment. Impairment losses are recognised in profit or loss. Impairment losses are reversed when an increase in the financial asset’s recoverable amount can be related objectively to an event occurring after the impairment was recognised, subject to the restriction that the carrying amount of the financial asset at the date that the impairment is reversed shall not exceed what the carrying amount would have been had the impairment not been recognised. Reversals of impairment losses are recognised in profit or loss.

160 Where financial assets are impaired through use of an allowance account, the amount of the loss is recognised in profit or loss within operating expenses. When such assets are written off, the write off is made against the relevant allowance account. Subsequent recoveries of amounts previously written off are credited against operating expenses. Loans to/(from) group companies These include loans to and from holding companies, fellow subsidiaries, and subsidiaries are recognised initially at fair value plus direct transaction costs. Loans to group companies are classified as loans and receivables. Loans from group companies are classified as financial liabilities at fair value through profit or loss – designated. Loans from shareholders These financial liabilities are classified as financial liabilities at fair value through profit or loss – designated. Trade and other receivables Trade receivables are measured at initial recognition at fair value, and are subsequently measured at amortised cost using the effective interest rate method. Appropriate allowances for estimated irrecoverable amounts are recognised in profit or loss when there is objective evidence that the asset is impaired. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments (more than 30 days overdue) are considered indicators that the trade receivable is impaired. The allowance recognised is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the effective interest rate computed at initial recognition. The carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognised in profit or loss within operating expenses. When a trade receivable is uncollectable, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited against operating expenses in profit or loss. Trade and other receivables are classified as loans and receivables. Trade and other payables Trade payables are initially and subsequently measured at fair value. Cash and cash equivalents Cash and cash equivalents comprise cash on hand and demand deposits and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These are initially and subsequently recorded at fair value. Bank overdraft and borrowings Bank overdrafts and borrowings are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest rate method. Any difference between the proceeds (net of transaction costs) and the settlement or redemption of borrowings is recognised over the term of the borrowings in accordance with the company’s accounting policy for borrowing costs.

7.8 Tax Current tax assets and liabilities Current tax for current and prior periods is, to the extent unpaid, recognised as a liability. If the amount already paid in respect of current and prior periods exceeds the amount due for those periods, the excess is recognised as an asset. Current tax liabilities/(assets) for the current and prior periods are measured at the amount expected to be paid to/(recovered from) the tax authorities, using the tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

161 Deferred tax assets and liabilities A deferred tax liability is recognised for all taxable temporary differences, except to the extent that the deferred tax liability arises from the initial recognition of an asset or liability in a transaction which at the time of the transaction, affects neither accounting profit nor taxable profit/(tax loss). A deferred tax asset is recognised for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilised. A deferred tax asset is not recognised when it arises from the initial recognition of an asset or liability in a transaction at the time of the transaction, affects neither accounting profit nor taxable profit/(tax loss). Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Tax expenses Current and deferred taxes are recognised as income or an expense and included in profit or loss for the period, except to the extent that the tax arises from: • a transaction or event which is recognised, in the same or a different period, to other comprehensive income; or • a business combination. Current tax and deferred taxes are charged or credited to other comprehensive income if the tax relates to items that are credited or charged, in the same or a different period, to other comprehensive income. Current tax and deferred taxes are charged or credited directly to equity if the tax relates to items that are credited or charged, in the same or a different period, directly in equity.

7.9 Leases A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership. A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership. Operating leases – lessor Operating lease income is recognised as an income on a straight-line basis over the lease term. Initial direct costs incurred in negotiating and arranging operating leases are added to the carrying amount of the leased asset and recognised as an expense over the lease term on the same basis as the lease income. Income for leases is disclosed under revenue in profit or loss.

7.10 Inventories Inventories are measured at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. The cost of inventories comprises of all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. When inventories are sold, the carrying amount of those inventories are recognised as an expense in the period in which the related revenue is recognised. The amount of any write-down of inventories to net realisable value and all losses of inventories are recognised as an expense in the period the write-down or loss occurs. The amount of any reversal of any write-down of inventories, arising from an increase in net realisable value, are recognised as a reduction in the amount of inventories recognised as an expense in the period in which the reversal occurs.

162 7.11 Impairment of assets The company assesses at each end of the reporting period whether there is any indication that an asset may be impaired. If any such indication exists, the company estimates the recoverable amount of the asset. Irrespective of whether there is any indication of impairment, the company also: • tests goodwill acquired in a business combination for impairment annually. If there is any indication that an asset may be impaired, the recoverable amount is estimated for the individual asset. If it is not possible to estimate the recoverable amount of the individual asset, the recoverable amount of the cash-generating unit to which the asset belongs is determined. The recoverable amount of an asset or a cash-generating unit is the higher of its fair value less costs to sell and its value in use. If the recoverable amount of an asset is less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. That reduction is an impairment loss. An impairment loss of assets carried at cost less any accumulated depreciation or amortisation is recognised immediately in profit or loss. Any impairment loss of a revalued asset is treated as a revaluation decrease. An entity assesses at each reporting date whether there is any indication that an impairment loss recognised in prior periods for assets other than goodwill may no longer exist or may have decreased. If any such indication exists, the recoverable amounts of those assets are estimated. The increased carrying amount of an asset other than goodwill attributable to a reversal of an impairment loss does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior periods. A reversal of an impairment loss of assets carried at cost less accumulated depreciation or amortisation other than goodwill is recognised immediately in profit or loss. Any reversal of an impairment loss of a revalued asset is treated as a revaluation increase.

7.12 Share capital and equity An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities.

7.13 Share-based payments Goods or services received or acquired in a share-based payment transaction are recognised when the goods or as the services are received. A corresponding increase in equity is recognised if the goods or services were received in an equity-settled share-based payment transaction or a liability if the goods or services were acquired in a cash-settled share-based payment transaction. For equity-settled share-based payment transactions the goods or services received and the corresponding increase in equity are measured, directly, at the fair value of the goods or services received provided that the fair value can be estimated reliably. If the fair value of the goods or services received cannot be estimated reliably, or if the services received are employee services, their value and the corresponding increase in equity, are measured, indirectly, by reference to the fair value of the equity instruments granted. Vesting conditions which are not market related (i.e. service conditions and non-market related performance conditions) are not taken into consideration when determining the fair value of the equity instruments granted. Instead, vesting conditions which are not market related shall be taken into account by adjusting the number of equity instruments included in the measurement of the transaction amount so that, ultimately, the amount recognised for goods or services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest. Market conditions, such as a target share price, are taken into account when estimating the fair value of the equity instruments granted. The number of equity instruments are not adjusted to reflect equity instruments which are not expected to vest or do not vest because the market condition is not achieved.

163 If the share-based payments granted do not vest until the counterparty completes a specified period of service, company accounts for those services as they are rendered by the counterparty during the vesting period, (or on a straight line basis over the vesting period). If the share-based payments vest immediately the services received are recognised in full.

7.14 Employee benefits Short-term employee benefits The cost of short-term employee benefits, (those payable within 12 months after the service is rendered, such as paid vacation leave and sick leave, bonuses, and non-monetary benefits such as medical care), are recognised in the period in which the service is rendered and are not discounted. The expected cost of compensated absences is recognised as an expense as the employees render services that increase their entitlement or, in the case of non-accumulating absences, when the absence occurs. The expected cost of profit sharing and bonus payments is recognised as an expense when there is a legal or constructive obligation to make such payments as a result of past performance.

7.15 Provisions and contingencies Provisions are recognised when: • the company has a present obligation as a result of a past event; • it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and • a reliable estimate can be made of the obligation. The amount of a provision is the present value of the expenditure expected to be required to settle the obligation. Provisions are not recognised for future operating losses. If an entity has a contract that is onerous, the present obligation under the contract shall be recognised and measured as a provision. Contingent assets and contingent liabilities are not recognised.

7.16 Revenue Revenue from the sale of goods is recognised when all the following conditions have been satisfied: • the company has transferred to the buyer the significant risks and rewards of ownership of the goods; • the company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; • the amount of revenue can be measured reliably; • it is probable that the economic benefits associated with the transaction will flow to the company; and • the costs incurred or to be incurred in respect of the transaction can be measured reliably. 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. Revenue is measured at the fair value of the consideration received or receivable and represents the amounts receivable for goods and services provided in the normal course of business, net of trade discounts and volume rebates, and value added tax. Interest is recognised, in profit or loss, using the effective interest rate method. Dividends are recognised, in profit or loss, when the company’s right to receive payment has been established.

164 7.17 Cost of sales When inventories are sold, the carrying amount of those inventories is recognised as an expense in the period in which the related revenue is recognised. The amount of any write-down of inventories to net realisable value and all losses of inventories are recognised as an expense in the period the write-down or loss occurs. The amount of any reversal of any write-down of inventories, arising from an increase in net realisable value, is recognised as a reduction in the amount of inventories recognised as an expense in the period in which the reversal occurs. The related cost of providing services recognised as revenue in the current period is included in cost of sales.

8. New standard and interpretations 8.1 Standard and interpretations effective and adopted in the current period This is the company’s first period of operations and International Financial Reporting Standards have been adopted in full.

8.2 Standard and interpretations early adopted The company has chosen not to early adopt any new standards and interpretations.

8.3 Standard and interpretations not yet effective The company has chosen not to early adopt the following standards and interpretations, which have been published and are mandatory for the company’s accounting periods beginning on or after 1 March 2013 or later periods:

IFRS 9 Financial Instruments The effective date of the standard is for years beginning on or after 1 January 2015. The company expects to adopt the standard for the first time in the 2016 financial statements. The adoption of this standard is not expected to impact on the results of the company, but may result in more disclosure than is currently provided in the financial statements. IFRS 13 Fair Value Measurement The effective date of the standard is for years beginning on or after 1 January 2013. The company expects to adopt the standard for the first time in the 2014 financial statements. The adoption of this standard is not expected to impact on the results of the company, but may result in more disclosure than is currently provided in the financial statements. IAS 1 Presentation of Financial Statements The effective date of the amendment is for years beginning on or after 1 July 2012. The company expects to adopt the amendment for the first time in the 2014 financial statements. The adoption of this amendment is not expected to impact on the results of the company, but may result in more disclosure than is currently provided in the financial statements. IAS 1 Annual Improvements for 2009 – 2011 cycle The effective date of the amendment is for years beginning on or after 1 January 2013. The company expects to adopt the amendment for the first time in the 2014 financial statements. The adoption of this amendment is not expected to impact on the results of the company, but may result in more disclosure than is currently provided in the financial statements. IAS 32 Annual Improvements for 2009 – 2011 cycle The effective date of the amendment is for years beginning on or after 1 January 2013. The company expects to adopt the amendment for the first time in the 2014 financial statements. It is unlikely that the amendment will have a material impact on the company’s financial statements.

165 8.4 Standard and interpretations not yet effective or relevant All other standards and interpretations have been published for the company’s accounting periods beginning on or after 1 March 2013 or later periods were considered and noted that they were not relevant to the operations of the company. 31 August 28 February 2013 2013 R R 9. Trade and other receivables Value added taxation 188 62 The directors consider that the carrying amount of trade and other receivables approximates their fair value. 10. Other receivables and prepayments Expenses paid in advance 15 000 40 000 11. Bank, cash and equivalents Bank and cash balances at year end comprise: First National Bank cheque account – 593 12. Issued capital Share capital Authorised 10 000 000 000 Ordinary shares at no par value Issued Par value No. Ordinary shares at end of year R 0.00 15 000 15 000 15 000 New issues during the year Details of rights, preferences and restrictions attaching to each class of shares are as follows: • The unissued shares of the company are under the control of the directors until the forthcoming annual general meeting. 13. Share-based payment reserve The share-based payment expense is as result of the equity settled share based payments relating to services rendered by the promoters from the date of incorporation up to 28 February 2013. The fair value of the services received has been used. 12 895 000 12 895 000 14. Shareholders’ loans PDF Trust 1 100 26 100 The above loans are unsecured, bear no interest and have no fixed terms of repayment. No repayments for the next 12 months are expected. 15. Bank overdraft Bank overdraft at year end were 438 – 16. Taxation No provision has been made for taxation as the company has no taxable income. 17. Notes to the cash flow statement Reconciliation of net profit before taxation to cash flows from operations: Net profit before taxation (905) (12 895 445) Adjustment for: Share-based payment reserve (12 895 000) Operating profit before working capital changes (905) (445) Working capital changes Decrease in trade receivables (126) (62) Decrease in prepayments and other receivables 25 000 (40 000) Cash generated from operations 23 969 (40 507)

166 Cash and cash equivalents Cash and cash equivalents consist of cash on hand and balances with banks and investments in money market instruments. Cash and cash equivalents included in the cash flow statement comprise the following balance sheet amounts: Bank, cash and cash equivalents – 593 Bank overdrafts (438) – (438) 593 18. Related party disclosures Related party Relationship PDF Trust Shareholder Refer to Note 14 for details of related party balances 19. Financial assets by category Cash and cash equivalents – 593 20. Financial liabilities by category Loan from shareholders 1 100 438 Bank overdraft 26 100 – 21. Directors’ emoluments No emoluments were paid to the directors during the period. 22. Risk management Capital risk management The capital structure of the company consists of debt, which includes the borrowings disclosed in Note 12. cash and cash equivalents disclosed in Note 11, and equity as disclosed in the statement of financial position. There are no externally imposed capital requirements. Given the size and nature of the entity and the non-complex nature of its capital structure, the entity does not have a formal capital management policy.

Financial risk management The company’s activities expose it to credit risk and liquidity risk. The company’s senior management oversee the management of these risks. The board of directors reviews and agrees policies for managing each of these risks which are summarised below: Liquidity risk Cash flow forecasts are prepared and adequate utilised borrowing facilities are monitored. The table below analyses the company’s financial liabilities into relevant maturity groupings based on the remaining period at the statement of financial position to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant. At 28 February 2013 Between 1 and 2 years Loan from shareholder R26 100 At 31 August 2013 Between 1 and 2 years Loan from shareholder R1 100 Bank overdraft R438

Interest rate risk As the company has no significant interest-bearing assets, the company’s income and operating cash flows are substantially independent of changes in market interest rates.

167 The company’s exposure to interest rate risk mainly concerns financial assets. Financial assets are fixed rate, floating rate and non-interest-bearing. At present the company does not hold loans and receivables that are long term in nature. The following table analyses the breakdown of financial instruments by type of interest rate. Floating rate interest- As at 28 February 2013 Non-interest-bearing bearing Loan from shareholder (26 100) – Cash and cash equivalents – 593 (26 100) 593 As at 31 August 2013 Loan from shareholder (1 100) – Bank overdraft – (438) (1 100) (438)

Sensitivity analysis A hypothetical increase/decrease in interest rates by 50 basis points, with all other variables remaining constant, would increase/decrease profits after tax by R2. A hypothetical increase/decrease in interest rates by 100 basis points, with all other variables remaining constant, would increase/decrease profits after tax by R4. Credit risk Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract to a financial loss. Credit risk is concentrated principally in trade debtors and cash resources. Trade receivables comprise only of prepayments and VAT receivables. The company did not not consider there to be any significant concentration of credit risk, which has not been insured or adequately provided for. The company deposits cash surpluses with major banks of high quality credit standing. Financial assets exposed to credit risk at eight months’ end were as follows: As at As at 31 August 28 February Financial instrument 2013 2013 Cash and cash equivalents – 593

168 Annexure 9

INDEPENDENT REPORTING ACCOUNTANTS AND AUDITORS’ REPORT ON THE HISTORICAL FINANCIAL INFORMATION

The Directors Freedom Property Fund Limited P O Box 2712 PORT ALFRED 6170

Dear Sirs

REPORT OF THE INDEPENDENT AUDITORS ON THE AUDITED FINANCIAL STATEMENTS OF FREEDOM PROPERTY FUND LIMITED We have audited the financial statements of Freedom Property Fund Limited, as set out in Annexure 8 of this pre-listing statement, which comprises the statement of financial position as at 31 August 2013 and 28 February 2013 and the notes, comprising a summary of significant accounting policies and other explanatory information.

Directors’ Responsibility for the Financial Statements The Company’s directors are responsible for the preparation and fair presentation of this financial information in accordance with International Financial Reporting Standards (IFRS), the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Reporting Pronouncements as issued by Financial Reporting Standards Council, and the requirements of the Companies Act No. 71 of 2008, and for such internal control as the directors determine is necessary to enable the financial information that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the condensed financial information is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the condensed financial information. The procedures selected depend on the auditors’ judgement, including the assessment of the risks of material misstatement of the condensed financial information, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity’s preparation and fair presentation of the condensed financial information in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the condensed financial information. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

169 Opinion In our opinion, the financial information present fairly, in all material respects, the financial position of Freedom Property Fund Limited as at 31 August 2013 and 28 February 2013, and its financial performance and its cash flows for the period then ended in accordance with International Financial Reporting Standards, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Reporting Pronouncements as issued by Financial Reporting Standards Council, the requirements of the Companies Act No. 71 of 2008 and the JSE Listings Requirements.

RSM Betty & Dickson (Johannesburg) Registered Auditors

Andrew Young CA (SA) RA Partner

Date: 25 February 2014 Randburg

170 Annexure 10

INDEPENDENT REPORTING ACCOUNTANTS AND AUDITORS’ REVIEW REPORT ON THE VALUE AND EXISTENCE OF ASSETS AND LIABILITIES ACQUIRED

The Directors Freedom Property Fund Limited P O Box 2712 PORT ALFRED 6170

Dear Sirs

INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE VALUE AND EXISTENCE OF THE ASSETS AND LIABILITIES ACQUIRED, INTER ALIA, BY FREEDOM PROPERTY FUND LIMITED AS REFLECTED IN THE PRO FORMA STATEMENT OF FINANCIAL POSITION

We have reviewed the assets and liabilities acquired by Freedom Property Fund Limited. The directors are responsible for the compilation, contents and preparation of the adjustment columns of the pro forma statement of financial position. Our responsibility is to express a review conclusion on the value and existence of the assets and liabilities acquired reflected in the adjustment columns in accordance with the accounting policies adopted by the issuer and the recognition and measurement criteria of International Financial Reporting Standards.

Scope of review We conducted our review in accordance with International Standards on Review Engagements 2410, “Review of Interim Financial Information Performed by the Independent Auditor of the Entity”. This standard requires that we plan and perform the review to obtain moderate assurance on the valuation and existence of the properties acquired by Freedom reflected in the adjustment columns of the pro forma statement of financial position. Our review conclusion is included in this pre-listing statement in accordance with paragraph 13.16(e) of the JSE listings requirements. A review consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion Based on our review, nothing has come to our attention that causes us to believe that the assets and liabilities acquired by Freedom reflected in the adjustment columns of the pro forma statement of financial position included in Annexure 6 to the pre-listing statement are not fairly valued, do not exist or are not fairly presented, in all material respects, in accordance with International Financial Reporting Standards, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Reporting Pronouncements as issued by Financial Reporting Standards Council, the requirements of the Companies Act No. 71 of 2008 and the JSE Listings Requirements.

RSM Betty & Dickson (Johannesburg) Registered Auditors

Andrew Young CA (SA) RA Partner

Date: 25 February 2014 Randburg

171 Annexure 11

DETAILS OF THE VENDORS

The tables set out below in this Annexure 11, provide the relevant details of the vendors relating to each of the acquisitions, the purchase considerations and capitalised costs. The value of each of the properties purchased is also reflected below. The difference between the external values determined by the independent property valuer and the purchase considerations, is due to negotiations concluded with each vendor in terms of the acquisition agreements, as set out in paragraph 5 and Annexure 6. Project name Wespark Palms Name of subsidiary where project is housed Ivory Sun Trading 115 Name of the vendor (who sold the property to Ivory Cherokee Trading Post 23 Sun Trading 115 Proprietary Limited) Address of vendor 67 President Reitz Avenue, Westdene, Bloemfontein, 9301 Shareholder of vendor (material) Widely held by 19 shareholders, with the only shareholders holding greater than 10% being: • Mr J.F. Joubert (14.1%) • The Racquel Trust (24.6%) Effective acquisition date by Freedom 2014/04/17 Aggregate purchase consideration R7 200 000 Capitalised costs relating to the acquisition R160 831 Amount paid to the vendor in cash – Amount paid to the vendor in securities R7 200 000 (7 200 000 Freedom shares for R1 each) Amount paid to the vendor in respect of goodwill – Cost of asset to vendor R400 000 Acquisition date by vendor 2007/09/01 Inter-company loan incurred to fund the acquisition (Aggregate purchase consideration plus capitalised R7 360 831 costs) External valuation by Independent property valuer R11 700 000 Directors or promoters interest in the acquisition none

172 Project name La Hoff Mews Name of subsidiary where project is housed Panzaweb Name of the vendor (who sold the property to Circle Way Trading 131 Panzaweb Proprietary Limited) Address of vendor 67 President Reitz Avenue, Westdene, Bloemfontein, 9301 Shareholder of vendor (material) Widely held by 36 shareholders, with no shareholders holding greater than 10% Effective acquisition date by Freedom 2014/04/16 Aggregate purchase consideration R6 900 000 Capitalised costs relating to the acquisition R206 213 Amount paid to the vendor in cash – Amount paid to the vendor in securities R6 900 000 (6 900 000 Freedom shares for R1 each) Amount paid to the vendor in respect of goodwill – Cost of asset to vendor R2 760 000 Acquisition date by vendor 2008/12/04 Inter-company loan incurred to fund the acquisition (Aggregate purchase consideration plus capitalised R7 106 213 costs) External valuation by Independent property valuer R13 000 000 Directors or promoters interest in the acquisition1 R199 041 Note: (as applicable) 1. Commissions payable to G Stavridis as set out in promoters schedule Annexure 16

Project name Emfuleni Estate Name of subsidiary where project is housed Hazel Hues Trading 8 Name of the vendor (who sold the property to Hazel Morning Tide Investments 351 Hues Trading 8 Proprietary Limited) Address of vendor 67 President Reitz Avenue, Westdene, Bloemfontein, 9301 Shareholders of vendor (material) Widely held by 142 shareholders, with two shareholders holding greater than 10%, being: • Midas Groei Trust (11.4%) • The Racquel Trust (15.8%) Effective acquisition date by Freedom 2014/05/21 Aggregate purchase consideration R26 250 000 Capitalised costs relating to the acquisition R504 072 Amount paid to the vendor in cash – Amount paid to the vendor in securities R26 250 000 (26 250 000 Freedom shares for R1 each) Amount paid to the vendor in respect of goodwill – Cost of asset to vendor R8 001 707 Acquisition date by vendor 2008/01/21 Inter-company loan incurred to fund the acquisition (Aggregate purchase consideration plus capitalised R26 754 072 costs) External valuation by Independent property valuer R56 000 000 Directors or promoters interest in the acquisition1 R198 616 Note: 1. Commissions payable to G Stavridis as set out in promoters schedule Annexure 16

173 Project name Propmed Name of subsidiary where project is housed Proziguard Name of the vendor (who sold the property to Grey Haven Riches 15 Proziguard Proprietary Limited) Address of vendor Propmed Building, Jacobus Smit Street, Kimberley, 8300 Shareholders of vendor (material) Widely held by 90 shareholders, with one shareholder holding greater than 10%, being: NG Kerk Memel Effective acquisition date by Freedom 2014/04/25 Aggregate purchase consideration R8 500 000 Capitalised costs relating to the acquisition R180 842 Amount paid to the vendor in cash – Amount paid to the vendor in securities R8 500 000 (8 500 000 Freedom shares for R1 each) Amount paid to the vendor in respect of goodwill – Cost of asset to vendor R2 500 000 Acquisition date by vendor 2010/09/03 Inter-company loan incurred to fund the acquisition (Aggregate purchase consideration plus capitalised R8 680 842 costs) External valuation by Independent property valuer R12 400 000 Directors or promoters interest in the acquisition none

Project name Portolan Place Name of subsidiary where project is housed Clear Creek Trading 145 Name of the vendor (who sold the property to Clear Pacific Coast Investments 97 Creek Trading 145 Proprietary Limited) Address of vendor 6 Seventh Street, Arboretum, Bloemfontein, 9301 Shareholders of vendor (material) Widely held 276 shareholders, with no shareholder holding greater than 10% Effective acquisition date by Freedom 2014/04/22 Aggregate purchase consideration R46 500 000 Capitalised costs relating to the acquisition R2 215 784 Amount paid to the vendor in cash – Amount paid to the vendor in securities R46 500 000 (46 500 000 Freedom shares for R1 each) Amount paid to the vendor in respect of goodwill – Cost of asset to vendor R21 000 000 Acquisition date by vendor 2007/12/14 Inter-company loan incurred to fund the acquisition (Aggregate purchase consideration plus capitalised R48 715 784 costs) External valuation by Independent property valuer R99 600 000 Directors or promoters interest in the acquisition none

174 Project name Langebaan Beach Name of subsidiary where project is housed Apple Way Props Name of the vendor (shares in Ligitprops 184 Nuweveld Trust (T536/94) Proprietary Limited acquired by Apple Way Props Proprietary Limited) Address of vendor (s) Elandskloof Farm, Franschhoek, 7690 Beneficiaries of the vendor (material) The families and dependents of: • Peter Michael John von Maltitz; and • Emil Johan von Maltitz Effective acquisition date by Freedom 2014/03/01 Aggregate purchase consideration R46 000 000 Capitalised costs relating to the acquisition1 R26 730 862 Amount paid to the vendor in cash – Amount paid to the vendor in securities R46 000 000 (46 000 000 Freedom shares for R1 each) Amount paid to the vendor in respect of goodwill – Cost of asset to vendor R3 373 285 Acquisition date by vendor – Inter-company loan incurred to fund the acquisition (Aggregate purchase consideration plus capitalised R72 730 862 costs) External valuation by Independent property valuer R108 000 000 Directors or promoters interest in the acquisition none Note: 1. Including Freedom shares issued in terms of the referral agreements as set out in paragraph 5.18.3 of this pre-listing statement.

175 Project name Miami Village Name of subsidiary where project is housed Tower Sky Properties Name of the vendor/shareholders (who sold the • Miami Village property to Tower Sky Properties Proprietary Limited) • Huganel Trust Address of vendor (s) Green Oaks Farm Office R44 Road, Stellenbosch, 7599 Shareholders and beneficiaries of the vendors • Shareholders of Miami Village: The Green Oaks Trust, OC Vermuelen Trust and The Huganel Trust • Beneficiaries of Huganel Trust: the family and dependents of Hugo Amos Lambrechts Effective acquisition date by Freedom 2014/05/27 Aggregate purchase consideration R25 500 000 Capitalised costs relating to the acquisition1 R839 165 Amount paid to the vendor in cash – Amount paid to the vendor in securities R22 500 000 (22 500 000 Freedom shares for R1 each) Amount paid in commission R3 000 000 Amount paid to the vendor in respect of goodwill – Cost of asset to vendor R6 000 000 Acquisition date by vendor 2007/02/27 Inter-company loan incurred to fund the acquisition (Aggregate purchase consideration plus capitalised R26 339 165 costs) External valuation by Independent property valuer R31 900 000 Directors or promoters interest in the acquisition none Note: 1. Including Freedom shares issued in terms of the referral agreements as set out in paragraph 5.18.3 of this pre-listing statement.

176 Project name Montana Residential Name of subsidiary where project is housed Happy Boom Drive Properties Name of the vendor/shareholders (shares in Las • Dataforce Trading 220 Proprietary Limited (60%) Manos Investments 152 Proprietary Limited to Happy • William Turner de Swarte (40%) (680721 512 2088) Boom Drive Properties Proprietary Limited) Address of vendor (s) • Dataforce Trading 220 Proprietary Limited – 16 Kingfisher Street, Horison Park, , 1724 • William Turner de Swarte – 166 Wildekweper Street, Wonderboom, Pretoria, 0182 Shareholder of the vendor (material) • Florence Sylvia du Toit (100% shareholder of Dataforce Trading 220) Effective acquisition date by Freedom 2014/03/01 Aggregate purchase consideration R6 050 000 Capitalised costs relating to the acquisition R90 750 Amount paid to the vendor in cash – Amount paid to the vendor in securities R6 050 000 (6 050 000 Freedom shares for R1 each) Amount paid to the vendor in respect of goodwill – Cost of asset to vendor R2 400 000 Acquisition date by vendor 2010/08/17 Inter-company loan incurred to fund the acquisition (Aggregate purchase consideration plus capitalised R6 140 750 costs) External valuation by Independent property valuer R7 000 000 Directors or promoters interest in the acquisition none

Project name Stellenbosch Industrial Name of subsidiary where project is housed Passion Way Props Name of the vendor (who sold the property to Passion Elect Property Trust No 1 Way Props Proprietary Limited) Address of vendor Green Oaks Farm Office R44 Road, Stellenbosch, 7599 Beneficiaries of the vendor • The Huganel Trust; and • The BFI Trust Effective acquisition date by Freedom 2014/05/26 Aggregate purchase consideration R41 700 000 Capitalised costs relating to the acquisition1 R8 781 307 Amount paid to the vendor in cash R22 000 000 payable to settle the mortgage bond outstanding Amount paid to the vendor in securities R19 700 000 (19 700 000 Freedom shares for R1 each) Amount paid to the vendor in respect of goodwill – Cost of asset to vendor R25 500 000 Acquisition date by vendor 2007/02/07 Inter-company loan incurred to fund the acquisition (Aggregate purchase consideration plus capitalised R50 481 307 costs) External valuation by Independent property valuer R53 000 000 Directors or promoters interest in the acquisition none Note: 1. Including Freedom shares issued in terms of the referral agreements as set out in paragraph 5.3.3 of this pre-listing statement.

177 Project name Sweet Waters Industrial Park Name of subsidiary where project is housed Lazy Haze Stone Props Name of the vendor/shareholders (who sold the Neil Eric Whitehead property to Lazy Haze Stone Props Proprietary Limited) Address of vendor (s) Vlakplaats 52, Boksburg Erkuleni Effective acquisition date by Freedom 2014/04/30 Aggregate purchase consideration R18 000 000 Capitalised costs relating to the acquisition R327 078 Amount paid to the vendor in cash – Amount paid to the vendor in securities R18 000 000 (18 000 000 Freedom shares for R1 each) Amount paid to the vendor in respect of goodwill – Cost of asset to vendor – Acquisition date by vendor – Inter-company loan incurred to fund the acquisition (Aggregate purchase consideration plus capitalised R18 327 078 costs) External valuation by Independent property valuer R62 600 000 Directors or promoters interest in the acquisition none

Project name Steelpoort Industrial Park, Tweefontein Residential Estate Name of subsidiary where project is housed Off Peak Props Name of the vendors (shares in Kadoma Investments • Christo La Grange Family Trust (IT 8207/02) (Proprietary) Limited to Off Peak Props Proprietary • Lafras Joubert Family Trust (IT 2491/02) Limited) Address of vendor (s) • Christo La Grange Family Trust – Tweefontein, Steelpoort, 1133 • Lafras Joubert Family Trust – Tweefontein, Steelpoort, 1133 Beneficiaries of the vendors The family and dependents of: • Christo La Grange; and • Christiaan Johannes Jacobus Joubert Effective acquisition date by Freedom 2014/03/01 Aggregate purchase consideration3 R267 420 000 Capitalised costs relating to the acquisition4 R104 310 847 Amount paid to the vendor in cash2 R900 000 Amount paid to the vendor in securities R260 520 000 (260 520 000 Freedom shares for R1 each) Amount paid to the vendor in respect of goodwill – Cost of asset to vendor R2 000 000 Acquisition date by vendor 2008/03/03 Inter-company loan incurred to fund the acquisition (Aggregate purchase consideration plus capitalised R375 441 300 costs) External valuation by Independent property valuer R555 000 000 Directors or promoters interest in the acquisition1 R10 000 000

178 Note: 1. Commissions payable to Johannes Gerhardus Erasmus as set out in promoters schedule Annexure 16 2. R900 000 payable to the vendors in 6 equal monthly instalments of R150 000 as set out in paragraph 5.2.5 3. The aggregate purchase consideration comprise of the 260 520 000 Freedom shares issued to the vendors, the R900 000 cash payment (see note 2 above) and the bond take-over amount of R6 000 000 as set out in paragraph 5.2.3 4. Including Freedom shares issued in terms of the referral agreements as set out in paragraph 5.2.3 of this pre-listing statement.

Project name Tubatse Residential Estate, Tubatse Industrial Park Name of subsidiary where project is housed Somnitrax Name of the vendor/shareholders (shares sold in • Commercial South African Properties Proprietary Tubatse Estate Proprietary Limited to Somnitrax Limited Proprietary Limited) • Kgosi Investment Holdings Proprietary Limited • Platsak Proprietary Limited • Zambeza Investments Proprietary Limited Address of vendor (s) • Commercial South African Properties Proprietary Limited – 90 Kingbolt Crescent, Block B, Wapadrand Office Park, Pretoria, 0180 • Kgosi Investment Holdings Proprietary Limited – Plot 27, Doornbutt, Polokwane, 0700 • Platsak Proprietary Limited – 46 Church Street, Lydenburg, 1120 • Zambeza Investments Proprietary Limited – 14 Thibault Street, Mostertsdrift, Stellenbosch, 7599 Names of vendor’s shareholders • Commercial South African Properties Proprietary Limited: P H C Albertyn (50%) and H J Penzhorn (50%) • Kgosi Investment Holdings Proprietary Limited: Mphahlele Takamangama Hamilton (100%) • Platsak Proprietary Limited: Hendrik Erath Nel (100%) • Zambeza Investments Proprietary Limited: Magnolia Ridge Properties Proprietary Limited (85%) and National Union of Mineworkers Property Proprietary Limited (15%) Effective acquisition date by Freedom 2014/03/20 Aggregate purchase consideration R73 246 000 Capitalised costs relating to the acquisition1 R62 852 690 Amount paid to the vendor in cash – Amount paid to the vendor in securities R73 246 000 (73 246 000 Freedom shares for R1 each) Amount paid to the vendor in respect of goodwill – Cost of asset to vendor R37 500 000 Acquisition date by vendor 2008 Inter-company loan incurred to fund the acquisition (Aggregate purchase consideration plus capitalised R136 098 690 costs) External valuation by Independent property valuer R398 700 000 Directors or promoters interest in the acquisition none Note: 1. Including Freedom shares issued in terms of the referral agreements as set out in paragraph 5.13.3 of this pre-listing statement.

179 Project name Tubatse Homes Name of subsidiary where project is housed Zambesa Investments Name of the vendor/shareholders (shares sold in • Magnolia Ridge Properties 208 Proprietary Limited Zambesa Investments Proprietary Limited to • National Union of Mineworkers Properties Freedom) Proprietary Limited Address of vendor (s) • Magnolia Ridge Properties 208 Proprietary Limited – 14 Thibault Street, Mostertsdrift, Stellenbosch, 7599 • National Union of Mineworkers Properties Proprietary Limited – 3 Rissik Street, Johannesburg, 2001 Shareholders of vendors • Magnolia Ridge Properties 208 Proprietary Limited: IVL Investment Proprietary Limited (100%) • National Union of Mineworkers Properties Proprietary Limited: National Union of Mineworkers (100%) Effective acquisition date by Freedom 2014/03/20 Aggregate purchase consideration R85 000 000 Capitalised costs relating to the acquisition – Amount paid to the vendor in cash – Amount paid to the vendor in securities R85 000 000 (85 000 000 Freedom shares for R1 each) Amount paid to the vendor in respect of goodwill – Cost of asset to vendor R15 398 130 Acquisition date by vendor – Inter-company loan incurred to fund the acquisition (Aggregate purchase consideration plus capitalised R85 000 000 costs) External valuation by Independent property valuer R125 000 000 Directors or promoters interest in the acquisition none

180 Project name Gevonden Name of subsidiary where project is housed Zolo Props Name of the vendor/shareholders Huis Piron Stellenbosch Proprietary Limited Address of vendor Green Oaks Farm Office R44 Road, Stellenbosch, 7599 Shareholder of vendor Nassau-Gebou Stellenbosch Proprietary Limited (100%) Effective acquisition date by Freedom 2014/05/15 Aggregate purchase consideration R10 000 000 Capitalised costs relating to the acquisition1 R1 877 022 Amount paid to the vendor in cash – Amount paid to the vendor in securities R10 000 000 (10 000 000 Freedom shares for R1 each) Amount paid to the vendor in respect of goodwill – Cost of asset to vendor R15 000 000 Acquisition date by vendor 2008/04/18 Inter-company loan incurred to fund the acquisition R11 877 022 (Aggregate purchase consideration plus capitalised costs) External valuation by Independent property valuer R17 700 000 Directors or promoters interest in the acquisition none Note: 1. Including Freedom shares issued in terms of the referral agreements as set out in paragraph 5.15.3 of this pre-listing statement.

Project name Elm Drive Name of subsidiary where project is housed Bilko Investments Name of the vendor/shareholders (who sold the • Izak Johannes Botha shares in Bilko Investments Proprietary Limited) • Luzelle Joubert Botha Address of vendor (s) 14 Thibault Street, Mostertsdrift Stellenbosch, 7599 Effective acquisition date by Freedom 2014/05/27 Aggregate purchase consideration R12 000 000 Capitalised costs relating to the acquisition – Amount paid to the vendor in cash – Amount paid to the vendor in securities R12 000 000 (12 000 000 Freedom shares for R1 each) Amount paid to the vendor in respect of goodwill – Cost of asset to vendor R900 000 Acquisition date by vendor 1997/05/20 Inter-company loan incurred to fund the acquisition (Aggregate purchase consideration plus capitalised R12 000 000 costs) External valuation by Independent property valuer R9 900 000 Directors or promoters interest in the acquisition none

181 Annexure 12

OTHER DIRECTORSHIPS AND PARTNERSHIPS HELD BY DIRECTORS

The names of all companies and partnerships of which the directors have been a director or partner at any time in the five years preceding the date of issue of this pre-listing statement are listed below: Sean Barry Rule Enterprise Role Status Enterprise Name Registration No Enterprise Type Status Director Active Oriana Advisory 2012/190405/07 Private Company In Business Director Active Oriana African Investments 2012/194656/07 Private Company In Business Director Active Oriana Five 2012/190502/07 Private Company In Business Director Active Oriana Four 2012/190894/07 Private Company In Business Director Active Oriana Holdings 2012/190890/07 Private Company In Business Director Active Oriana International 2012/190507/07 Private Company In Business Investments Director Active Oriana One 2012/190509/07 Private Company In Business Director Active Oriana Property 2012/194623/07 Private Company In Business Director Active Oriana Three 2012/190517/07 Private Company In Business Director Active Oriana Two 2012/190519/07 Private Company In Business Director Active Oriana Capital 2012/192539/07 Private Company In Business Director Active Freedom Property Fund 2012/129186/06 Public Company In Business Director Resigned Steers Melkbos 2012/192775/07 Private Company In Business Director Resigned Accord Props 2012/135900/07 Private Company In Business Director Resigned African Roots Investments 2004/021768/07 Private Company AR Final deregistration Director Resigned All Wide Property 2012/222978/07 Private Company In Business Director Resigned Apple Way Props 2013/001846/07 Private Company In Business Director Resigned Autumn Willow Property 2012/162318/07 Private Company In Business Director Resigned B Beautiful Props 2012/175319/07 Private Company In Business Director Resigned Beva Beauty Props 2012/222213/07 Private Company In Business Director Resigned Bond Connect Properties 2012/123902/07 Private Company In Business Director Resigned Boston Field Properties 2012/101497/07 Private Company In Business Director Resigned Bright Crest Properties 2012/121149/07 Private Company In Business Director Resigned Clear Creek Trading 145 2011/005743/07 Private Company In Business Director Resigned Deep Pond Props 2012/222265/07 Private Company In Business Director Resigned Desert Way Properties 2013/000115/07 Private Company In Business Director Resigned Famous Ways Properties 2013/001857/07 Private Company In Business Director Resigned Floral Arch Properties 2012/120246/07 Private Company In Business Director Resigned Getasite Properties 2013/001792/07 Private Company In Business Director Resigned Green Pathway Props 2012/222280/07 Private Company In Business Director Resigned Green Slopes Tower 2012/124891/07 Private Company In Business Properties Director Resigned Happy Boom Drive Properties 2012/015892/07 Private Company In Business Director Resigned Hazel Hues Trading 8 2011/006666/07 Private Company In Business Director Resigned Horizon Red Trade 2012/222347/07 Private Company In Business Director Resigned Ivory Sun Trading 115 2011/006598/07 Private Company In Business Director Resigned Larva Site Properties 2013/000163/07 Private Company In Business Director Resigned Lazy Haze Stone Props 2012/125057/07 Private Company In Business Director Resigned Lily Pride Properties 2013/000312/07 Private Company In Business Director Resigned Little Hill Properties 2013/000086/07 Private Company In Business Director Resigned Lone Hill Props 2012/135919/07 Private Company In Business

182 Enterprise Role Status Enterprise Name Registration No Enterprise Type Status Director Resigned Marvel Gate Properties 2013/000477/07 Private Company In Business Director Resigned Maze High Properties 2012/123887/07 Private Company In Business Director Resigned Medal Mews Properties 2013/000449/07 Private Company In Business Director Resigned Middle Stone Straight Props 2012/123771/07 Private Company In Business Director Resigned Mighty House Props 2012/098392/07 Private Company In Business Director Resigned Million Mile Properties 2012/121166/07 Private Company In Business Director Resigned Off Peak Props 2012/169634/07 Private Company In Business Director Resigned Panzaweb 2011/006499/07 Private Company In Business Director Resigned Passion Way Props 2012/222189/07 Private Company In Business Director Resigned Pine High Properties 2012/120218/07 Private Company In Business Director Resigned Plum Way Properties 2013/001772/07 Private Company In Business Director Resigned Pollen Properties 2013/001938/07 Private Company In Business Director Resigned Proziguard 2011/006792/07 Private Company In Business Director Resigned Rain Mile Blue Properties 2012/116405/07 Private Company In Business Director Resigned Roll Lake Props 2012/183121/07 Private Company In Business Director Resigned Saddle Path Bright Properties 2012/124219/07 Private Company In Business Director Resigned Sahara Way Props 2012/136266/07 Private Company In Business Director Resigned Sea View Path Properties 2012/124981/07 Private Company In Business Director Resigned Seabreeze Tower Properties 2012/125067/07 Private Company In Business Director Resigned Serene Site Properties 2013/001811/07 Private Company In Business Director Resigned Solace Haze Properties 2012/101491/07 Private Company In Business Director Resigned Somnitrax 2010/005669/07 Private Company In Business Director Resigned Starlight Bright Properties 2012/124978/07 Private Company In Business Director Resigned Sunrise High Props 2012/123912/07 Private Company In Business Director Resigned Thousand Hills Frost Props 2012/121797/07 Private Company In Business Director Resigned Tower Sky Properties 2012/098354/07 Private Company In Business Director Resigned Waver Way Props 2012/123934/07 Private Company In Business Director Resigned Zolo Props 2012/135910/07 Private Company In Business

Nagendra Tyrone Govender Enterprise Role Status Enterprise Name Registration No Enterprise Type Status Director Resigned Azarin Asset Management 2009/022004/07 Private Company In Business Director Active Elgacraft 2010/017751/07 Private Company Deregistration Process Director Active Erf 712 Fairland 2011/141629/07 Private Company In Business Director Resigned Growthpoint Management 2004/015933/07 Private Company In Business Services Director Active Izastar Properties 2008/022735/07 Private Company In Business Director Active Lolispace Investments 2009/002504/07 Private Company In Business Director Resigned Metboard Properties 1998/005425/06 Public Company In Business Director Active Pace Penny 2004/002223/07 Private Company In Business Director Active Pace Property Group 2003/020841/07 Private Company In Business Director Active Pace Property Group Pretoria 2004/013789/07 Private Company In Business Director Active Pace Property Management 2004/006226/07 Private Company In Business Director Active Sunsetlight Properties 2009/017178/07 Private Company In Business Director Resigned The Green Building Council of 2007/029477/08 Non Profit In Business South Africa Company Director Active Villa La Vita 2003/016058/08 Non Profit In Business Company Director Active All Wide Property 2012/222978/07 Private Company In Business Director Active Apple Way Props 2013/001846/07 Private Company In Business

183 Enterprise Role Status Enterprise Name Registration No Enterprise Type Status Director Active Beva Beauty Props 2012/222213/07 Private Company In Business Director Active Clear Creek Trading 145 2011/005743/07 Private Company In Business Director Active Freedom Property Fund 2012/129186/06 Public Company In Business Director Active Happy Boom Drive Properties 2012/015892/07 Private Company In Business Director Active Hazel Hues Trading 8 2011/006666/07 Private Company In Business Director Active Ivory Sun Trading 115 2011/006598/07 Private Company In Business Director Active Lazy Haze Stone Props 2012/125057/07 Private Company In Business Director Active Off Peak Props 2012/169634/07 Private Company In Business Director Active Panzaweb 2011/006499/07 Private Company In Business Director Active Passion Way Props 2012/222189/07 Private Company In Business Director Active Proziguard 2011/006792/07 Private Company In Business Director Active Serene Site Properties 2013/001811/07 Private Company In Business Director Active Somnitrax 2010/005669/07 Private Company In Business Director Active Tower Sky Properties 2012/098354/07 Private Company In Business Director Active Zolo Props 2012/135910/07 Private Company In Business

Boetie Moses Molefi Enterprise Role Status Enterprise Name Registration No Enterprise Type Status Director Active Amber Falcon 2006/007538/07 Private Company Deregistration Properties 6 Process Director Active Ambrostep 2009/022053/07 Private Company In Business Director Active Ambrostyle 2009/022055/07 Private Company In Business Director Active Aptofield Share Block 2010/008326/07 Private Company In Business Director Active Ariovert Mining 2011/101878/07 Private Company Deregistration Process Director Active Bm Molefi Civils 2012/127407/07 Private Company In Business Incorporator Active Carbopax Development 2012/168014/07 Private Company In Business Director Active Carbopax Development 2012/168014/07 Private Company In Business Director Active Diopix Hire 2011/137131/07 Private Company Deregistration Process Director Active Imbokodvo Lemabalabala 1999/024666/07 Private Company In Business (Forestry) Director Active Koti Investments 1997/003697/07 Private Company In Business Director Active Malvicode Mining 2011/102661/07 Private Company Deregistration Process Member Active Molefi Le Magagane 1998/021892/23 Close In Business Corporation Director Active Molefi Limousin 2012/102461/07 Private Company In Business Incorporator Active Sello Maake Ka Ncube 2012/094996/08 Non Profit In Business Foundation Company Director Active Sello Maake Ka Ncube 2012/094996/08 Non Profit In Business Foundation Company Member Active Thandekile’s Collection 1998/022443/23 Close Deregistration Corporation Final Director Active Uphundo Coal 2013/000848/07 Private Company In Business Director Active Vargapoint 2012/097937/07 Private Company In Business Member Resigned D F M Building 1991/029435/23 Close In Business Contractors Corporation Director Active Imbokodvo Lemabalabala 2006/007635/07 Private Company In Business Mining Director Active Amandla Lighting 2005/014444/07 Private Company Deregistration Process

184 Enterprise Role Status Enterprise Name Registration No Enterprise Type Status Director Active B M – Molefi Properties 1995/007802/07 Private Company In Business Company Active B M – Molefi Properties 1995/007802/07 Private Company In Business Secretary Director Active B M Molefi Civils 2006/028087/07 Private Company AR Final deregistration Director Active Bakgoni Mining 2003/011374/07 Private Company In Business Consultants Director Resigned Besa Mollo Mining 2006/021295/07 Private Company Deregistration Process Director Active Bonheur50 General 2003/003297/07 Private Company In Business Trading Director Resigned Capensis Investments 352 2000/020893/07 Private Company Deregistration Process Director Active Electronic Correctional 2000/010983/07 Private Company AR Final Solutions Africa deregistration Director Active Homeveld Homes 1968/003251/07 Private Company In Business Director Active Imbokodvo Lemabalabala 1999/025770/06 Public Company Deregistration Holdings Process Director Resigned Lsc Staffing Solutions 1999/016850/07 Private Company In Business Director Resigned Mondi Limited 1967/013038/06 Public Company In Business Director Active Sanco Investment 1995/004290/07 Private Company Deregistration Holdings Process Director Active Versatex Trading 473 2003/000936/07 Private Company AR Final deregistration Director Active Vexiwize 2009/022216/07 Private Company In Business Director Resigned Siyaqhubeka Forests 2000/022188/07 Private Company In Business Director Active Bhangazi Lake 2003/012833/07 Private Company Deregistration Consession Company Process Director Active Black Contractors 2002/012372/08 Non Profit Deregistration Federation Company Process Director Active Fukamela Forestry And 2002/030761/07 Private Company AR Final Wood Product Incubator deregistration Director Active Imbokodvo Lemabalabala 2003/002041/07 Private Company AR Final (Komatiland) Forestry And deregistration Wood Products Director Active Imbokodvo Lemabalabala 2002/013200/07 Private Company Deregistration Leisure Process Director Active Amanzinyama Lake 2004/014383/07 Private Company AR Final Concession Company deregistration Director Active B M Molefi Properties 241 2005/036295/07 Private Company In Business Director Active Bm Molefi Properties 112 2008/012980/07 Private Company AR Final deregistration Director Active Imbokodvo Lemabalabala 2004/010314/07 Private Company AR Final Forestry Shannon deregistration Director Resigned NARE CONSTRUCTION 1991/000401/07 Private Company In Business

Patrick Ernest Burton Enterprise Role Status Enterprise Name Registration No Enterprise Type Status Director Resigned Robberg Sea Freeze 1997/004814/07 Private Company In Business Director Active Good Hope Fisheries 1953/000889/07 Private Company In Business Director Resigned Blue Atlantic Trading 1995/002218/07 Private Company In Business

185 Enterprise Role Status Enterprise Name Registration No Enterprise Type Status Director Resigned Cape Lobster Exporters 1964/009917/06 Public Company In Business Association S A Director Resigned Cape Lobster Exporters 1964/009917/06 Public Company In Business Association S A Member Resigned Champagne Oyster Bar 1997/001278/23 Close AR Final Corporation deregistration Director Resigned Channel Life 1969/012487/06 Public Company In Business Director Resigned Channel Life 1969/012487/06 Public Company In Business Director Active Gourmet Fish Products 1968/001448/07 Private Company In Business Director Active H C W Fishing 1982/004103/07 Private Company In Business Director Resigned Johnnic Holdings 1889/000429/06 Public Company In Business Director Active Kumani Holdings 2004/018801/07 Private Company Deregistration Final Director Resigned Mandisa Investment Holdings 2004/022832/07 Private Company In Business Member Active Ottery Brake Centre 1999/059530/23 Close AR Final Corporation deregistration Director Active Psg Financial Services 1919/000478/06 Public Company In Business Director Active Psg Group 1970/008484/06 Public Company In Business Director Resigned Rainbow Beach Trading 275 2007/024623/07 Private Company In Business Member Active Rgs Fishing 1995/002787/23 Close In Business Corporation Director Active Safrican Insurance Company 1935/007463/06 Public Company In Business Director Resigned Sagittarius Fisheries 1999/026265/07 Private Company In Business Member Active Sanbourne Investments 1990/019766/23 Close Deregistration Corporation Process Director Active Scofish 1991/000517/07 Private Company In Business Director Active Simanyene Fishing 2001/009956/07 Private Company In Business Director Active Snoek Wholesalers 1964/008906/07 Private Company In Business Director Active Talhado Fishing Enterprises 1992/005077/07 Private Company In Business Director Active Thembeka Capital (Rf) 2005/016065/06 Public Company In Business

Richard Denis Eaton Enterprise Status (see Role Status Enterprise Name Registration No Enterprise Type Notes) Member Active Huron Consultants 1987/007190/23 Close AR Final Corporation deregistration Director Resigned Switched-On Investments 72 2007/000599/07 Private Company Voluntary Liquidation1 Director Resigned A M G South Africa 2002/025624/07 Private Company Voluntary Liquidation2 Director Resigned Akp Trading 97 2001/004476/07 Private Company Voluntary Liquidation1 Director Resigned Amg Performance 2006/005760/07 Private Company In Business Director Resigned Amg South Africa Financial 2007/008174/07 Private Company In Business Services Director Active Beta Professional Training 1997/021784/07 Private Company Deregistration Final Member Active Betson Trust 1985/013640/23 Close Deregistration Corporation Final Member Resigned Betty and Dickson 1995/013811/23 Close Deregistration Administrators Corporation Final

186 Enterprise Status (see Role Status Enterprise Name Registration No Enterprise Type Notes) Member Resigned Betty and Dickson Computers 1995/037024/23 Close Deregistration Corporation Final Member Resigned Betty and Dickson Estates 1988/032464/23 Close Deregistration Corporation Final Member Resigned Betty and Dickson Financial 1995/013816/23 Close Deregistration Services (Cape) Corporation Final Director Resigned Betty and Dickson Group 1991/002291/06 Public Company Deregistration Final Director Resigned Betty and Dickson Holdings 1997/014462/07 Private Company In Business Member Resigned Betty and Dickson Tax Services 1995/013812/23 Close Deregistration Corporation Final Member Resigned Betty and Dickson Tax Services 1997/002074/23 Close Deregistration (Cape) Corporation Final Director Resigned Commercium Trading 23 2006/005911/07 Private Company In Business Director Resigned Commercium Trading 49 2006/031372/07 Private Company Voluntary Liquidation1 Director Active Consolidated Financial 1997/014428/07 Private Company In Business Planning Director Resigned Consolidated Transaction 1997/014079/07 Private Company In Business Services Director Active Danmar Autobody Wynberg 2005/033462/07 Private Company Deregistration Final Director Active Far North Rand Extensions 1980/010059/07 Private Company Final Liquidation3 Director Active Gazankulu Gold Holdings 1966/012397/06 Public Company Dissolved3 Director Active Gazankulu Gold Mining 1987/005105/06 Public Company Deregistration Company Final Director Active Gemsbok Gold Mining 1986/003100/07 Private Company Dissolved3 Director Active M C P 1905/016093/07 Private Company Provisional Liquidation3 Director Active Magnum Fund Marketing Sa 1997/014429/07 Private Company Deregistration Final Member Active Managed Interest Loans 1986/005640/23 Close AR Final Corporation deregistration Director Resigned Marbri Trading 2005/037134/07 Private Company In Business Director Active Newman Andalusite Holdings 1972/013785/07 Private Company AR Final deregistration Director Active Newman Andalusite 1976/002324/07 Private Company Deregistration Management Services Final Director Resigned Old Timers Investments 2006/010147/07 Private Company In Business Director Resigned Powercall Investments 2 2000/023871/07 Private Company Voluntary Liquidation1 Director Resigned Powercall Investments 2 2000/023871/07 Private Company Voluntary Liquidation1 Director Resigned Primoris Propvest 9 2006/038760/07 Private Company Voluntary Liquidation1 Director Resigned Rolling Thunder Classic Cars 2007/008249/07 Private Company In Business Director Resigned Rolling Thunder Classic Cars 2007/008249/07 Private Company In Business Member Resigned Rsm Betty and Dickson 1985/000385/23 Close Conversion Corporate Services Corporation CO/CC or CC/ CO

187 Enterprise Status (see Role Status Enterprise Name Registration No Enterprise Type Notes) Member Resigned Rsm Betty and Dickson 1995/031348/23 Close Conversion Fiduciary Services Corporation CO/CC or CC/ CO Director Resigned Rsm Betty and Dickson 1994/006394/21 Personal Liability Deregistration Southern Africa Company Final Director Resigned Rsm Betty and Dickson 1998/025102/07 Private Company In Business Trustees Director Resigned Rt Motor Sport Holdings 2005/013120/07 Private Company AR Final deregistration Director Resigned Rt Property Investment 2005/013124/07 Private Company Voluntary Holdings Liquidation1 Director Active Saxe Trade Consultants 1990/004792/07 Private Company AR Final deregistration Director Resigned Tbss Trading 22 2001/019238/07 Private Company Voluntary Liquidation1 Director Resigned Tbss Trading 22 2001/019238/07 Private Company Voluntary Liquidation1 Director Resigned United Salvage Brokers 1991/005621/07 Private Company Deregistration Process Director Resigned Universtas Trading 22 2005/001821/07 Private Company Voluntary Liquidation1 Director Resigned Universtas Trading 22 2005/001821/07 Private Company Voluntary Liquidation1 Director Active Wavelengths 169 2002/007799/07 Private Company Deregistration Final Director Resigned Winter Robin Investments 11 2001/003008/07 Private Company Voluntary Liquidation1 Director Resigned X-Zone Lube 2006/010028/07 Private Company In Business Notes: 1. Companies placed in voluntarily liquidation as part of a group restructure. 2. Companies involved in the motor vehicle industry placed in voluntary liquidation in 2009 due to poor market/trading conditions. 3. Group companies involved in the mining industry, liquidated in 1996 due to strike action and labour unrest in Gazankulu and surrounding areas.

188 Wayne Brian Stocks Enterprise Role Status Enterprise Name Registration No Enterprise Type Status Director Resigned Brian Stocks Properties 1992/003451/07 Private Company In Business Director Resigned Hidonox 2010/020123/07 Private Company In Business Both Director Active Three Diamonds 2008/001672/07 Private Company Deregistration and Officer Trading 576 Final

William Henry Rule Enterprise Role Status Enterprise Name Registration No Enterprise Type Status Director Resigned Spur Corporation 1998/000828/06 Public Company In Business Director Active Swaru Enterprises 2002/023687/07 Private Company Final Deregistration Director Resigned Acmb Specialised Finance 1998/017396/07 Private Company Final Shelfco Deregistration Director Active Siphumelele Share Portfolio 1998/004647/07 Private Company Final Company Deregistration Director Resigned Siphumelele Investments 1994/008556/06 Public Company Final Deregistration Director Resigned Chemist’s Choice 1989/007310/07 Private Company Final Deregistration Member Resigned Dytec 1993/009981/23 Close Final Corporation Deregistration Member Active Reall Cosmetics 1985/004091/23 Close In Business Corporation Director Resigned Psg Group 1970/008484/06 Public Company In Business Director Resigned Absa Trading And Investment 1998/017358/07 Private Company In Business Solutions Holdings Director Resigned Rainbow Construction Cape 1980/004356/07 Private Company Final Deregistration Director Resigned Saldanha Logistics Company 1998/002591/07 Private Company Final Deregistration

189 Annexure 13

EXTRACTS FROM THE MEMORANDUM OF INCORPORATION

Extracts from the memorandum of incorporation providing for the issue of shares, voting rights, appointment, qualification, remuneration and borrowing powers, interests of directors and dividend are set out below.

4. SECURITIES OF THE COMPANY

4.1 Authorisation for shares

4.1.1 The Company is authorised to issue the shares specified in Schedule 1, provided that, if required by the Act or the Listings Requirements, the Company may only issue: 4.1.1.1 unissued shares to shareholders of a particular class of shares, pro rata to the shareholders existing shareholding, unless any such shares were issued for an acquisition of assets; 4.1.1.2 unissued shares or options, for cash, as the directors in their discretion think fit, if approved by the shareholders in general meeting, subject to the Listings Requirements and the approval of the JSE, if required; and 4.1.1.3 shares that are fully paid up.

4.1.2 This Memorandum does not limit, restrict or qualify the authority of the Board to: 4.1.2.1 increase or decrease the number of authorised shares of any class of shares; 4.1.2.2 reclassify any shares that have been authorised but not issued; 4.1.2.3 classify any unclassified shares that have been authorised but not issued; or 4.1.2.4 determine the preferences, rights, limitations or other terms of any class of authorised shares or amend any preferences, rights, limitations or other terms so determined, subject to any requirements set out in the Listings Requirements and this Memorandum.

4.1.3 Securities issued by the Company must rank pari passu with other securities of the same class.

4.2 Financial assistance for the subscription or purchase of securities or options The authority of the Board to authorise the Company to provide financial assistance to any person for the purpose of, or in connection with, the subscription of any option, or any securities, issued or to be issued by the Company or a related or inter-related company, or for the purchase of any securities of the Company or any related or inter-related company, in accordance with the Act applies without limitation, restriction or qualification.

4.3 Capitalisation shares This Memorandum does not limit, restrict or qualify the authority of the Board, in terms of section 47 of the Act, to: 4.3.1 approve the issue of any authorised shares of the Company as capitalisation shares, on a pro rata basis to the shareholders of one or more classes of shares; 4.3.2 approve the issue of shares of one class as capitalisation shares in respect of shares of another class; or 4.3.3 permit shareholders to elect to receive a cash payment in lieu of a capitalisation share, at a value determined by the Board.

190 4.4 Company or subsidiary acquiring Company’s shares and distributions Any acquisition by the Company or a subsidiary company of the Company’s shares and any distribution or payment to shareholders will be subject to the provisions of the Act and the Listings Requirements.

4.5 Debt instruments The authority of the Board to authorise the Company to issue secured or unsecured debt instruments apply without limitation, restriction or qualification, provided that the Board may not grant special privileges regarding the attending and voting at general meetings of the Company or the appointment of directors in respect of such debt instruments.

4.6 Registration of beneficial interests This Memorandum does not limit or restrict the holding of the Company’s issued securities by, or the registration of the Company’s issued securities in the name of, one person for the beneficial interest of another.

4.7 Commission The Company may pay commission to any person in consideration of such person subscribing, or agreeing to subscribe, for any shares of the Company or of such person procuring, or agreeing to procure, subscriptions for shares, provided that such commission shall be subject to any limitations in the Act or the Listings Requirements to the extent applicable.

4.8 Authority to sign transfer deeds All authorities to sign transfer deeds granted by holders of shares for the purpose of transferring shares that may be lodged, produced or exhibited with or to the Company at any of its transfer offices 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 transfer offices at which the authority was lodged, produced or exhibited. Even after the giving and lodging of such notices, the Company shall be entitled to give effect to any instruments 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 notice.

4.9 Branch Register The Company may also keep a branch register in any foreign country. The directors may make and vary such regulations as they deem fit in regard to the keeping of any such branch register(s).

4.10 Securities registered in the name of a deceased or insolvent holder No securities registered in the name of a deceased or insolvent holder shall be forfeited if the executor fails to register them in his own name or in the name of the heir(s) or legatees when called upon by the directors to do so.

4.11 Limitation of voting rights The holders of any securities other than ordinary shares shall not be entitled to vote on any resolution taken by the Company save as expressly provided for in this Memorandum. For so long as this is required by the Listings Requirements, in instances that such shareholders are allowed to vote at general or annual general meetings, their votes may not carry any special rights or privileges and they shall not be entitled to more than 1 (one) vote for each share that they hold, provided their total voting right at a general or annual general meeting may never be more than 25% (twenty five percent) minus 1 (one) vote of the total voting rights of all shareholders at such meeting.

4.12 Fully paid up shares not subject to lien Fully paid shares shall not be subject to any lien in favour of the Company and shall be freely transferable.

191 4.13 Defaced, lost or destroyed certificates If a certificate evidencing securities be defaced, lost or destroyed, it may be replaced on such terms (if any) as to evidence and indemnity and payment of the out-of-pocket expenses of the Company and, in case of loss or destruction, of advertising the same as the directors may think fit and, in the case of defacement, on delivery of the old certificate to the Company.

4.14 Joint holders of securities The certificate for certificated securities registered in the names of two or more persons shall be delivered to the person first named in the register in respect thereof, or to his authorised agent, and in the case of the legal incapacity of any one or more of the joint registered holders of any securities, the survivor then first named in the register shall be the only person recognised by the Company as being entitled to such certificate, or any new certificate which may be issued in place thereof, provided always that the Company shall not be bound to register more than four persons as the holders of any certificated security.

4.15 Refusal to register transfer If the directors refuse to register a transfer of securities they shall within thirty days after the date on which the instrument of transfer was lodged, send to the transferee notice of the refusal.

4.16 Renunciation of allotment Nothing contained in this Memorandum shall preclude the Company from recognising a renunciation of the allotment of any security by the allottee in favour of some other person.

4.17 Creation or issue of further shares The rights conferred upon the holders of the shares of any class shall not, unless otherwise expressly provided by the conditions of issue of such shares, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

8. VOTES OF SHAREHOLDERS

8.1 Votes attaching to shares 8.1.1 The holders of securities will have the voting rights specified in the Act. 8.1.2 A person who is entitled to more than 1 (one) vote need not cast all his votes, nor cast them in the same manner. 8.1.3 The parent or guardian of a minor, the curator bonis of a lunatic shareholder and any person entitled under the transmission clause to transfer any shares, may vote at any meeting in respect thereof in the same manner as if he were the registered holder of those shares, provided that at least 48 (forty eight) hours before the time of holding the general meeting at which he proposes to vote, he shall satisfy the directors that he is such parent, guardian or curator or that he is entitled under the transmission clause to transfer those shares, or that the directors have previously admitted his right to vote in respect of those shares.

8.2 Votes of joint holders 8.2.1 Where 2 (two) or more persons are registered as joint holders of a share, any 1 (one) of them, whether in person or by proxy, may vote as if he is the sole holder thereof. Provided that if more than 1 (one) of such joint holders are present at a general meeting in person or by proxy, only that holder who is present whose name appears first in the register in respect of the share, shall be entitled to vote. 8.2.2 Where 2 (two) or more persons are entitled to a share by transmission, they shall be deemed to be joint holders of the share. 8.2.3 Co‑executors of a deceased shareholder in whose name shares stand in the register shall, for the purposes of this Memorandum, be deemed to be joint holders of those shares.

192 9. DIRECTORS AND OFFICERS

9.1 Composition of the Board of directors 9.1.1 This Memorandum specifies 4(four) directors as the minimum number of directors of the Company, which number is higher than the minimum number of directors required in terms of section 66(2) of the Act and 15 (fifteen) directors as the maximum number of directors of the Company. 9.1.2 Subject to this Memorandum and the Listings Requirements, the shareholders shall elect the directors, and shall be entitled to elect 1 (one) or more alternate directors, in accordance with the provisions of section 68(1) of the Act. 9.1.3 This Memorandum does not provide for: 9.1.3.1 the direct appointment or removal of any director or alternate director by any particular person; or 9.1.3.2 the appointment of any person as an ex officio director of the Company. 9.1.4 This Memorandum does not stipulate any additional qualifications or eligibility requirements than those set out in the Act for a person to become or remain a director or a prescribed officer of the Company; provided that, for as long as the Listings Requirements require it, the Board, through its committee delegated responsibility to consider nominations, should recommend eligibility of directors.

9.2 Rotation of Directors 9.2.1 Subject to the Act and this Memorandum, at every annual general meeting of the Company, one third of the non-executive directors (as determined in accordance with the Listings Requirements) for the time being or, if their number is not a multiple of three, then the number nearest to, but not less than one-third or if there are less than 3 (three), then all the non-executive directors shall retire from office. The non-executive directors so to retire at every annual general meeting shall be those who have been longest in office. As between non-executive directors of equal seniority, the non-executive directors so to retire shall, unless they otherwise agree among themselves, be selected by lot; provided that notwithstanding anything to the contrary in this Memorandum: 9.2.1.1 if at the date of any annual general meeting any non-executive director shall have held office for a period of 3 (three) years since his last election or appointment (computed from his last election, appointment or date upon which he was deemed re-elected), he shall retire at such meeting either as one of the non-executive directors to retire in terms of this 9.2, or in addition to the non-executive directors who retire in terms of this 9.2; 9.2.1.2 a non-executive director who intends to retire voluntarily at the meeting may be taken into account in determining the one third of the non-executive directors to retire at such meeting; 9.2.1.3 the identity of the non-executive directors to retire at such annual general meeting shall be determined as at the date of the notice convening such meeting; and 9.2.1.4 a non-executive director retiring at a meeting shall retain office until the close or adjournment of the meeting. 9.2.2 Retiring directors shall be eligible for re-election only upon recommendation of the board. Retiring directors and other proposed director appointments are eligible for election to the office of director at any general meeting only upon the recommendation of the board.

9.3 Vacancies 9.3.1 The Board may appoint any person who satisfies the requirements for election as a director to fill any vacancy and serve as a director on a temporary basis until the vacancy is filled by election in accordance with section 68(1) of the Act. 9.3.2 If the number of directors falls below the minimum provided for in this Memorandum, the remaining directors must as soon as possible and in any event not later than 3 (three)

193 months from the date that the number of directors falls below the minimum, fill the vacancies or call a general meeting for the purpose of filling the vacancies. If required by the Listings Requirements: 9.3.2.1 the appointment of a director to fill a vacancy or as an addition to the Board must be confirmed by shareholders at the next annual general meeting; and 9.3.2.2 after the expiry of the 3 (three) month period the remaining directors shall only be permitted to act for the purpose of filling vacancies or calling general meetings of shareholders.

9.4 Authority of the Board of directors The authority of the Board to manage and direct the business and affairs of the Company, as contemplated in section 66(1), is not limited, restricted or qualified by this Memorandum.

9.5 Notice of Directors’ meetings 9.5.1 Notice of a meeting of the directors shall be properly given to a director if it is given to him personally, whether sent to him in writing, orally or by electronic medium by or on behalf of a director or the secretary or given in any other way determined by the directors at the address or facsimile number provided by him to the Company for this purpose. 9.5.2 Unless otherwise unanimously agreed by all the directors, 7 (seven) days notice shall be given of a meeting of directors, provided that if all material relating to the directors meeting is received prior to the commencement of the meeting, it shall not be necessary to send such material to the directors along with the notice of the meeting. The notice shall state the business to be dealt with at the meeting.

9.6 Directors’ meetings 9.6.1 This Memorandum does not restrict the directors from acting otherwise than at a meeting, as contemplated in section 74(1) of the Act and, for so long as it is required by the Listings Requirements, any resolution passed in terms of this 9.6.1 must be inserted in the minute book of the Company. 9.6.2 The percentage or number of directors upon whose request a meeting of the Board must be called in terms of section 73(1) of the Act is not amended by this Memorandum. 9.6.3 This Memorandum does not restrict the Board from conducting meetings, or directors from participating in meetings, by electronic communication, as contemplated in section 73(3) of the Act. 9.6.4 The authority of the Board to proceed with a Board meeting in accordance with the requirements of section 73(5)(a) of the Act, despite a failure or defect in giving notice of the meeting applies without limitation, restriction or qualification. 9.6.5 This Memorandum does not limit, restrict or qualify the authority of the board to determine the manner and form of giving notice of its meetings. 9.6.6 Subject to the Listings Requirements, in the case of an equality of votes at any meeting of the directors, the chairman shall not have a second or casting vote.

9.7 Chairman 9.7.1 The directors may elect from their number a chairman and a deputy chairman, or two or more deputy chairmen, and decide the period for which each is to hold office. The directors may also remove any of them from such office at any time. If neither a chairman nor a deputy chairman has been appointed or if at any meeting of the directors, neither the chairman nor a deputy chairman is present within 5 (five) minutes after the time appointed for holding the meeting, the directors present may choose one of their number to be chairman of the meeting. 9.7.2 If at any time there is more than one deputy chairman, the right in the absence of the chairman to preside at a meeting of the directors or of the Company shall be determined as between the deputy chairmen present, if more than one, by seniority in length of appointment or otherwise as resolved by the directors.

194 9.8 Directors compensation and financial assistance to directors 9.8.1 The ability of the Company to pay remuneration to its directors for their service as directors in accordance with section 66(9) of the Act applies without limitation, restriction or qualification. 9.8.2 This Memorandum does not limit, restrict or qualify the authority of the Board to authorise the Company to provide direct or indirect financial assistance to directors or persons related to directors contemplated in section 45 of the Act.

9.9 Director may be employed in the Company or subsidiary A director may be employed in any other capacity in the Company or as a director or employee of a subsidiary of the Company and, in such event, his appointment and remuneration in respect of such other office must be determined by a disinterested quorum of directors.

9.10 Directors’ travelling and other expenses Directors may be paid all their travelling and other expenses, properly and necessarily incurred by them in and about the business of the Company, and in attending meetings of the directors or of committees of the directors; and, if any director is required to perform extra services, to reside abroad or be specifically occupied about the Company’s business, he may be entitled to such remuneration as is determined by a disinterested quorum of directors, which may be either in addition to or in substitution for any other remuneration payable, subject to the provisions of the Act.

9.11 Termination of office 9.11.1 Without prejudice to any provisions for retirement contained in this Memorandum or the Act, the office of a director is vacated if: 9.11.1.1 he becomes prohibited or disqualified by the Act from acting as a director, ceases to be a director by virtue of any provision of the Act or is removed from office pursuant to this Memorandum or the Act, 9.11.1.2 he is absent from meetings of the directors for R6 (six) consecutive months without permission of the board (whether or not an alternate director appointed by him attends) and the directors have resolved that his office be vacated; or 9.11.1.3 notice is given to terminate his contract of employment or engagement with the Company where he is in breach of such contract. 9.11.2 If a director holds an appointment to executive office which terminates on termination of his office as director, his removal from office pursuant to this 9.11 shall be deemed an act of the Company and shall take effect without prejudice to any claim for damages for breach of any contract of service between him and the Company. 9.11.3 The office of a director who is an employee of the Company shall be vacated if such director ceases to be employed within the Company provided that the person concerned shall be eligible for re appointment or re election as a director. 9.11.4 If the office of a director is vacated for any reason he shall cease to be a member of any committee of the board. 9.11.5 A resolution of the board declaring a director to have vacated office under the terms of this 9.11 shall be conclusive as to the facts and grounds of vacation stated in the resolution.

9.12 Defect in appointment of director All acts done by the directors or by a committee of directors or by any person acting as a director or a member of a committee, shall, notwithstanding that it shall afterwards be discovered that there was some defect in the appointment of the directors or persons aforesaid, or that they or any of them were disqualified from or had vacated office, shall be as valid as if very such person had been duly appointed and was qualified and had continued to be a director or member of such committee.

195 9.13 Indemnification of directors, officers and employees 9.13.1 For the purposes of this 9.9, director shall have the meaning ascribed to that term in section 78(1) of the Act and any reference to the Company shall include any subsidiary of the Company. 9.13.2 The ability of the Company to advance expenses to a director to defend any legal proceedings arising from his service to the Company, or to indemnify a director against such expenses if the proceedings are abandoned or exculpate the director or arise in respect of any liability for which the Company may indemnify the director in terms of sections 78(5) and 78(6) of the Act applies without limitation, restriction or qualification. 9.13.3 This Memorandum does not limit, restrict or qualify the ability of the Company to indemnify a director in respect of any liability arising out of the director’s service to the Company to the fullest extent permitted by the Act. 9.13.4 Subject to the provisions of the Act, every director and other officer or employee of the Company (Indemnified Person) shall be indemnified and held harmless by the Company against, and it shall be the duty of the directors out of the funds of the Company to pay, all costs, losses and expenses, including reasonable travelling and subsistence expenses, which any such Indemnified Person may incur or become liable to pay by reason of any contract entered into, or any act or omission done or omitted to be done by him in the discharge of his duties or in his capacity as such Indemnified Person, unless same be attributable to his own negligence, default, breach of duty or breach of trust. 9.13.5 Subject to the provisions of the Act, no Indemnified Person shall be liable for: 9.13.5.1 any act or omission of any other Indemnified Person; 9.13.5.2 joining in any receipt or other act; 9.13.5.3 any loss or expense suffered by the Company in consequence of any absence of, or any defect in, any title to any property acquired by order of the directors for or on behalf of the Company; 9.13.5.4 any absence of, or defect in, any security upon which any of the monies of the Company shall be invested; 9.13.5.5 any loss or damage arising from the insolvency or delictual act of any person with whom any monies, shares or assets shall be deposited; 9.13.5.6 any loss or damage occasioned by any error of judgment or oversight on the part of such Indemnified Person; or 9.13.5.7 any other loss, damage or misfortune whatever which shall happen in or in relation to the execution of his office or employment, unless the same be attributable to his own negligence, default, breach of duty or breach of trust. 9.13.6 This Memorandum does not limit, restrict or qualify the ability of the Company to purchase insurance to protect a director against any liability or expenses for which the Company is permitted to indemnify a director in terms of the Act and this Memorandum, or to protect the Company against any contingency including, but not limited to: 9.13.6.1 any expenses that the Company is permitted to advance or for which the Company is permitted to indemnify a director in terms of the Act; or 9.13.6.2 any liability for which the Company is permitted to indemnify a director in terms of the Act.

9.14 Committees and delegation 9.14.1 Without derogating from any of the provisions of the Act, nothing in this Memorandum (including this 9.14) limits, restricts or qualifies the authority of the Board to appoint any number of committees, or to delegate to any such committee or any executive director of the Company any of the authority of the Board.

196 9.14.2 Except to the extent that any Board resolution establishing a committee provides otherwise, the members of the committee: 9.14.2.1 may include persons who are not directors of the Company but any such person must not be ineligible or disqualified to be a director in terms of section 69 of the Act. Any such persons shall not have a vote on any matter to be decided by the committee; 9.14.2.2 may consult with or receive advice from any person; 9.14.2.3 may be remunerated for their services as such; and 9.14.2.4 provided that the committee is duly constituted, have the full authority of the Board in respect of any matter referred to it. 9.14.3 Without derogating from any of the provisions of the Act, the Board may from time to time, where it has established a committee or delegated any authority of the Board to an executive director of the Company in terms of 9.14.1 and 9.14.2 above include in any such delegation the power to sub-delegate the powers referred to in 9.14.1 and 9.14.2 above to such person or persons as the committee or the executive director thinks fit, subject to such terms and conditions as the committee or the executive director thinks fit, and may from time to time revoke, withdraw, alter or vary all or any such powers.

197 Annexure 14

CORPORATE GOVERNANCE STATEMENT

The Board fully supports the 75 principles contained in King III. In so doing, the directors recognise the need to conduct the enterprise with integrity and in accordance with generally acceptable corporate practices. This includes timely, relevant and meaningful reporting to shareholders and other stakeholders providing a proper and objective perspective of the Company and its activities. The directors have established mechanisms and policies appropriate to the Company’s business in keeping with its commitment to best practices in corporate governance in order to ensure compliance with King III. The board will review these from time to time. The formal steps taken by the directors are summarised below:

1. BOARD OF DIRECTORS The board of directors is ultimately responsible for the day-to-day management of the Company’s business, the Company’s strategy and key policies. The board of directors is also responsible for approving Freedom’s financial objectives and targets. The board of directors consists of two executive directors and five non-executive directors, three of whom are considered independent. The board will ensure that there is an appropriate balance of power and authority on the board, such that no one individual or block of individuals can dominate the board’s decision-taking. The non-executive directors are individuals of calibre and credibility and have the necessary skills and experience to bring judgement to bear independent of management, on issues of strategy, performance, resources, transformation, diversity and employment equity, standards of conduct and evaluation of performance. The information needs of the board will be reviewed annually and directors will have unrestricted access to all company information, records, documents and property to enable them to discharge their responsibilities sufficiently. Efficient and timely methods of informing and briefing board members prior to board meetings will be developed and in this regard steps have been taken to identify and monitor key risk areas, key performance areas and non-financial aspects relevant to the Company. In this context, the directors will be afforded information in respect of key performance indicators, variance reports and industry trends. The board will establish a formal orientation programme to familiarise incoming directors with the Company’s operations, senior management and its business environment, and to induct them in their fiduciary duties and responsibilities. The chairperson, Patrick Burton, is an independent non-executive director whose role is separate from that of the Chief Executive Officer, Nagendra Tyrone Govender. The board will appraise the chairperson’s performance on an annual or such other basis as the board may determine. The chairperson, or a sub-committee appointed by the board, will appraise the performance of the Chief Executive Officer at least annually. All directors will be subject to retirement by rotation and re-election by shareholders at least once every three years in accordance with the memorandum of incorporation. The board has developed a charter setting out its responsibilities for the adoption of strategic plans, monitoring of operational performance and management, determination of policy and processes to ensure the integrity of the Company’s risk management and internal controls, communication policy and director selection, orientation and evaluation. Board meetings will be held at least quarterly, with additional meetings convened when circumstances necessitate. The board will set the strategic objectives of the Company and determine investment and performance criteria as well as being responsible for the proper management, control, compliance and

198 ethical behaviour of the businesses under its direction. The board will establish a number of committees to give detailed attention to certain of its responsibilities and which will operate within defined, written terms of reference. Board appointments shall be conducted in a formal and transparent manner by the board as a whole, free from any dominance of any one particular stakeholder. The meetings at which appointment of directors is discussed and/or confirmed will be properly minuted. The board is composed of, and will continue to be composed of, independently minded individuals who will assess each transaction on its merits. The board will determine a policy for detailing the manner in which a director’s interest in transactions is to be determined and the interested director’s involvement in the decision-making process. The board will periodically review its overall performance to identify areas for improvement in the discharge of its functions. The board has delegated certain functions to the Audit and Risk committee, the Remuneration committee and the Social and Ethics committee. The board is conscious of the fact that such delegation of duties is not an abdication of the board members’ responsibilities. The various committees’ terms of reference shall be reviewed annually and such terms of reference will be disclosed in the group’s integrated report. A formal nominations process has been approved by the board, however, due to the size of the Company the board has decided that the duties normally performed by the nominations committee will remain with the board. External advisors and executive directors who are not members of specific committees shall attend committee meetings by invitation, if deemed appropriate by the relevant committees.

2. AUDIT AND RISK COMMITTEE The board has established an Audit and Risk Committee comprising Patrick Burton, Boetie Moses Molefi and Wayne Stocks (chairperson of the committee). The committee complies with the requirements of the Companies Act and all members of the committee are financially literate. The committee’s primary objective will be to provide the board with additional assurance regarding the efficacy and reliability of the financial information used by the directors, to assist them in the discharge of their duties. The committee will be required to provide satisfaction to the board that adequate and appropriate financial and operating controls are in place, that significant business, financial and other risks have been identified and are being suitably managed, and that satisfactory standards of governance, reporting and compliance are in operation. The committee has also been mandated to provide assurance to the board on the Company’s IT governance, specifically to ensure that that IT forms an integral part of the Company’s risk management, that it forms part of the Company’s sustainability objectives, information assets are managed effectively and that IT investment and expenditure are managed effectively. Within this context, the board is responsible for the group’s systems of internal, financial and operational control. The executive directors will be charged with the responsibility of determining the adequacy, extent and operation of these systems. Comprehensive reviews and testing of the effectiveness of the internal control systems in operation will be performed by external practitioners, who report to the Audit and Risk Committee. The Audit and Risk committee must consider and satisfy itself of the appropriateness of the expertise and experience of the financial director and the Company must confirm this by reporting to shareholders in its annual report that the Audit and Risk Committee has executed this responsibility. The Audit and Risk Committee has satisfied itself of the appropriateness of the expertise and experience of the chief financial officer, Richard Denis Eaton. The Audit and Risk Committee will meet at least four times a year. Executive management responsible for finance and the external auditors will be invited to attend these meetings. The Audit and Risk Committee may subject to the provisions of the Act, the nature and extent of any non-audit services that the auditor may provide to the Company or must not provide to the Company or a related Company as well as pre-approve any proposed agreement with the auditor for the provision of non-audit services to the Company. The Company does not currently have an internal audit function or a compliance function. The Audit and Risk Committee together with the external auditors fulfils this function as the size of the Company does

199 not justify the cost of developing and maintaining an internal audit and compliance function. The board remains ultimately responsible to oversee internal financial and compliance processes and to ensure internal controls are in place.

3. RISK MANAGEMENT AND INTERNAL CONTROLS Risk and internal controls management will be the responsibility of the Audit and Risk Committee. The Audit and Risk committee will participate in the management process of formulating and implementing the risk management plan, and will report the plan adopted by management to the board. The objective of risk management is to identify, assess, manage and monitor the risks to which the business is exposed, including, but not limited to, information technology risk. The board will be responsible for ensuring the adoption of appropriate risk management policies by management. The board will also ensure that there are processes in place between itself and management enabling complete, timely, relevant, accurate and accessible risk disclosure to shareholders. The most significant risks faced by Freedom are detailed in Part A paragraph 3. With assistance from management, or if considered appropriate, expert risk consultants, risks will be assessed and appropriate insurance cover purchased for material risks. Levels of cover will be regularly re-assessed annually in light of claims experiences and events affecting the group, internally and externally. To enable the Audit and Risk committee to meet its responsibilities, the risk and audit committee will set standards and management will implement systems of internal control and an effective risk-based internal audit, comprising policies, procedures, systems and information to assist in: safeguarding assets and reducing the risk of loss, error, fraud and other irregularities; ensuring the accuracy and completeness of accounting records and reporting; the timely preparation of reliable financial statements and information in compliance with relevant legislation and generally accepted accounting policies and practices; and increasing the probability of anticipating unpredictable risk. The board will provide comment in the integrated report on the effectiveness of the system and process of risk management. The board will ensure that management considers and implements the appropriate risk responses and information technology strategy.

4. NOMINATION COMMITTEE Until the board deems it necessary, the board of Freedom will initially function as the Nomination Committee and will be responsible for reviewing the board composition and structures, including the size and composition of the various board committees and considering whether there is an appropriate split between executive, non-executive and independent directors. The board will identify and nominate new directors and will be responsible for the appropriate induction of directors The Nomination Committee (once formed) will meet at least four times a year.

5. REMUNERATION COMMITTEE The board has established a Remuneration Committee comprising William Henry Rule (chairperson of the committee), Nagendra Tyrone Govender, Richard Eaton and Patrick Ernest Burton. The Remuneration Committee further have the responsibility and authority to consider and make recommendations to the board on, inter alia, remuneration policy of the Company, the payment of performance bonuses, executive remuneration, short, medium and long-term incentive schemes and employee retention schemes. The Remuneration Committee shall use external market surveys and benchmarks to determine executive directors’ remuneration and benefits as well as non-executive directors’ base fees and attendance fees. Freedom’s remuneration philosophy is to structure remuneration packages in such a way that long and short-term incentives are aimed at achieving business objectives and the delivery of shareholder value. The Remuneration Committee will meet at least four times a year.

200 6. SOCIAL AND ETHICS COMMITTEE This committee is comprised of Richard Denis Eaton (chairperson of the committee), Sean Barry Rule and William Henry Rule. The social and ethics committee will monitor the Company’s activities, having regard to any relevant legislation, other legal requirements and prevailing codes of best practice, in respect of social and economic development, good corporate citizenship (including the promotion of equality, prevention of unfair discrimination, the environment, health and public safety, including the impact of the Company’s activities and of its products or services), consumer relationships and labour and employment issues. The responsibility of this committee is further to advise the board on all relevant aspects that may have a significant impact on the long-term sustainability of the group and which influence the group’s triple bottom line reporting. The committee will also draw to the attention of the board matters within its mandate and report to the shareholders at the Company’s annual general meeting on such matters. In order to carry out its functions, the committee will be entitled to request information from any directors or employees of the Company, attend and be heard at shareholder’s meetings, and receive notices in respect of such meetings. Freedom is committed to promoting the highest standards of ethical behaviour amongst all persons involved in the group’s operation and the board will consider the impact of its property holding business on the environment, society and the economy.

7. DIRECTORS’ DEALINGS AND PROFESSIONAL ADVICE The Company will operate a policy of prohibiting dealings by directors and certain other managers in periods immediately preceding the announcement of its interim and year-end financial results, any period while the Company is trading under cautionary announcement and at any other time deemed necessary by the board. The board will establish a procedure for directors, in furtherance of their duties, to take independent professional advice, if necessary, at the Company’s expense. All directors will have access to the advice and services of the company secretary.

8. THE COMPANY SECRETARY Statucor Proprietary Limited has been appointed and appropriately empowered to fulfil duties of company secretary with regards to assistance to the board and will appoint a representative to attend all board meetings. The representative of Statucor is not a director of the Company and has an arm’s length relationship with the board and can also be removed from office. The board in its assessment of the representative of Statucor, will consider the individual’s performance in the role of company secretary, as well as the directors and shareholders of Statucor on an ongoing basis. The company secretary will provide the board as a whole and directors individually with detailed guidance as to how their responsibilities should be properly discharged in the best interests of the Company. The company secretary will provide a central source of guidance and advice to the board, and within the Company, on matters of ethics and good corporate governance. The company secretary will be subjected to an annual evaluation by the board.

9. COMMUNICATION It will be the policy of Freedom to meet regularly with institutional shareholders and investment analysts, as well as to provide presentations on the Company and its performance. The board continually considers the recommendations of King III with reference to the Company’s size, strategy and stage of development. The analysis of the application of principles as recommended in King III is set out below and illustrates the current application of King III within the Company as required by the Listings Requirements. The reasons for not applying certain recommended principles have been included in the notes to the analysis below. Legend – Current status A – Not applied currently B – In process/Partially applied C – Applied in full

201 Current No. King III Principle status Details Chapter 1: Ethical leadership and corporate citizenship 1.1 The board should provide effective C Ethics form part of the values of the board leadership based on an ethical foundation and the Freedom group 1.2 The board should ensure that the Company B The Company will be involved in the is and is seen to be a responsible corporate selected corporate social investment citizen initiatives 1.3 The board should ensure that the C The board meets regularly to review the Company’s ethics are managed effectively management of the Freedom group Chapter 2: Board and directors 2.1 The board should act as the focal point for C Included in the board charter as a guiding and custodian of corporate governance principle 2.2 The board should appreciate that strategy, C Included in the board charter as a guiding risk, performance and sustainability are principle inseparable 2.3 The board should provide effective C Included in the board charter as a guiding leadership based on an ethical foundation principle 2.4 The board should ensure that the Company B The Company will be involved in the is and is seen to be a responsible corporate selected corporate social investment citizen initiatives 2.5 The board should ensure that the C The board meets regularly to review the Company’s ethics are managed effectively management of the Freedom group 2.6 The board should ensure that the Company C The Audit and Risk Committee has been has an effective and independent audit constituted and is in operation committee 2.7 The board should be responsible for the C Included in the board charter as a guiding governance of risk principle 2.8 The board should be responsible for C Included in the board charter as a guiding information technology (IT) governance principle 2.9 The board should ensure that the Company C Included in the board charter as a guiding complies with applicable laws and principle and reviewed regularly considers adherence to non-binding rules, codes and standards 2.10 The board should ensure that there is an A See Note 1 effective risk-based internal audit 2.11 The board should appreciate that C Included in the board charter as a guiding stakeholders’ perceptions affect the principle Company’s reputation 2.12 The board should ensure the integrity of the B Note 2 Company’s integrated report 2.13 The board should report on the B To be included in the Audit and Risk effectiveness of the Company’s system of Committee’s report to shareholders internal controls 2.14 The board and its directors should act in the C Included in the board charter as a guiding best interests of the Company principle

202 Current No. King III Principle status Details 2.15 The board should consider business rescue C None of the companies in the Freedom proceedings or other turnaround Group are currently in business rescue mechanisms as soon as the Company is financially distressed as defined in the Companies Act 2.16 The board should elect a chairman of the C The board has elected an independent board who is an independent non-executive non-executive director as chairman who is director. The CEO of the Company should not the CEO not also fulfil the role of chairman of the board 2.17 The board should appoint the Chief C The board has appointed a CEO and a Executive Officer and establish a framework delegation of authority framework has been for the delegation of authority approved by the board 2.18 The board should comprise a balance of C The board consists of 7 directors of which power, with a majority of non-executive the majority are 5 non-executive directors, directors. The majority of non-executive two of whom are indepdnent and the directors should be independent remainng 2 directors are executive directors 2.19 Directors should be appointed through a C A formal and transparent process has been formal process approved by the board. 2.20 The induction of and on-going training and C New directors undergo a formal induction development of directors should be programme and briefing sessions are conducted through formal processes conducted at each board meeting 2.21 The board should be assisted by a C The board considers the company secretary competent, suitably qualified and to be suitably qualified and experienced experienced company secretary and in a position to advise the Company independently 2.22 The evaluation of the board, its committees C Included in the annual corporate calendar and the individual directors should be performed every year 2.23 The board should delegate certain functions C The board has formed standing committees to well-structured committees but without to perform certain function and ad hoc abdicating its own responsibilities committees are formed as and when required 2.24 A governance framework should be agreed C The Freedom Group has an approved between the group and its subsidiary governance framework that is applied boards across the group 2.25 Companies should remunerate directors C Directors’ remuneration is determined and executives fairly and responsibly annually based on market related benchmarks by the remuneration committee chaired by an independent director 2.26 Companies should disclose the B Directors remuneration will be disclosed in remuneration of each individual director and the Integrated Annual Report. See note 2. certain senior executives 2.27 Shareholders should approve the C Shareholders have approved the Company’s remuneration policy Company’s remuneration policy

203 Current No. King III Principle status Details Chapter 3: Audit Committee 3.1 The board should ensure that the company C The board has an Audit and Risk Committee has an effective and independent audit in compliance with King III committee 3.2 Audit committee members should be C The Audit and Risk Committee consists suitably skilled and experienced suitably qualified and experienced independent non-executive directors independent non-executive directors 3.3 The audit committee should be chaired by C The Audit and Risk Committee is chaired by an independent non-executive director Wayne Stocks 3.4 The audit committee should oversee B Included in the Audit and Risk committee integrated reporting terms of reference. See note 2 3.5 The audit committee should ensure that a B The Audit and Risk Committee intends to combined assurance model is applied to engage with a professional advisor to provide a coordinated approach to all implement a formal assurance model assurance activities 3.6 The audit committee should satisfy itself of C Included in the Audit and Risk Committee’s the expertise, resources and experience of terms of reference and annual work plan the Company’s finance function 3.7 The audit committee should be responsible B See note 2 for overseeing of internal audit 3.8 The audit committee should be an integral C The Company has a combined Audit and component of the risk management process Risk Committee 3.9 The audit committee is responsible for C Included in the Audit and Risk Committee recommending the appointment of the terms of reference to oversee the external external auditor and overseeing the external audit functions and to review the audit process appropriateness and independence of the external auditor on an annual basis 3.10 The audit committee should report to the C The Audit and Risk Committee will formally board and shareholders on how it has report to the shareholders in the Integrated discharged its duties Annual Report and on a quarterly basis to the board Chapter 4: The governance of risk 4.1 The board should be responsible for the C Included in the board charter as a guiding governance of risk principle 4.2 The board should determine the levels of C Included in the board charter and risk tolerance delegated to the Audit and Risk Committee to propose the levels of risk tolerance 4.3 The risk committee or audit committee C Included in the Audit and Risk Committee’s should assist the board in carrying out its terms of reference as a function delegated risk responsibilities by the board 4.4 The board should delegate to management C Management has reviewed the application the responsibility to design, implement and of the risk framework monitor the risk management plan 4.5 The board should ensure that risk B The Board, with the assistance of the Audit assessments are performed on a continual and Risk Committee is in the process of basis formalising its risk review process

204 Current No. King III Principle status Details 4.6 The board should ensure that frameworks C The Board, as informed by the Audit and and methodologies are implemented to Risk Committee quarterly reviews the risks increase the probability of and frameworks in place anticipating unpredictable risks 4.7 The board should ensure that management C Management reports any material risks and considers and implements appropriate risk its approach to the audit and risk committee responses on a regular basis 4.8 The board should ensure continual risk C Management reports any material risks and monitoring by management its approach to the Audit and Risk Committee on a regular basis 4.9 The board should receive assurance B The board, with the assistance of the Audit regarding the effectiveness of the risk and Risk Committee is in the process of management process formalising its risk review process 4.10 The board should ensure that there are B The board, with the assistance of the Audit processes in place enabling complete, and Risk Committee is in the process of timely, relevant, accurate and accessible formalising its risk review process risk disclosure to stakeholders Chapter 5: The governance of information technology (IT) 5.1 The board should be responsible for B The board is in the process of finalising its information technology (IT) governance IT governance framework 5.2 IT should be aligned with the performance B The board is in the process of finalising its and sustainability objectives of the IT governance framework Company 5.3 The board should delegate to management B The board is in the process of finalising its the responsibility for the implementation of IT governance framework an IT governance framework 5.4 The board should monitor and evaluate C IT investments and expenses forms part of significant IT investments and expenditure the budgeting process and approved in accordance with the delegations of authority framework as approved by the Board 5.5 IT should form an integral part of the B The board is in the process of finalising its Company’s risk management IT governance framework 5.6 The board should ensure that information B The board is in the process of finalising its assets are managed effectively IT governance framework 5.7 A risk committee and audit committee C Included in the Audit and Risk Committee should assist the board in carrying out its IT terms of reference to monitor IT Governance responsibilities and to report to the board on a quarterly basis Chapter 6: Compliance with laws, codes, rules and standards 6.1 The board should ensure that the Company C Management is required to report on complies with applicable laws and compliance on a regular basis considers adherence to nonbinding rules codes and standards

205 Current No. King III Principle status Details 6.2 The board and each individual director C Included in the annual induction programme should have a working understanding of the and the regular briefing sessions effect of the applicable laws, rules, codes and standards on the Company and its business 6.3 Compliance risk should form an integral C The Audit and Risk Committee operates part of the Company’s risk management within its approved terms of reference, process framework and policy that is reviewed annually 6.4 The board should delegate to management B See note 1 the implementation of an effective compliance framework and processes Chapter 7: Internal Audit 7.1 The board should ensure that there is an A See note 1 effective risk based internal audit 7.2 Internal audit should follow a risk based A See note 1 approach to its plan 7.3 Internal audit should provide a written A See note 1 assessment of the effectiveness of the Company’s system of internal controls and risk management 7.4 The audit committee should be responsible A See note 1 for overseeing internal audit 7.5 Internal audit should be strategically A See note 1 positioned to achieve its objectives Chapter 8: Governing stakeholder relationships 8.1 The board should appreciate that C The board monitors stakeholder perceptions stakeholders’ perceptions affect a company’s reputation 8.2 The board should delegate to management C Management is responsible for dealing to proactively deal with stakeholder proactively with stakeholder relationships relationships 8.3 The board should strive to achieve the C All stakeholders are considered during appropriate balance between its various decision making processes stakeholder groupings, in the best interests of the Company 8.4 Companies should ensure the equitable C The board considers the equitable treatment treatment of shareholders of shareholders in decision making 8.5 Transparent and effective communication C Communication to stakeholders is the with stakeholders is essential for building responsibility of the executive team and and maintaining their trust and confidence company secretary, and is monitored by the board 8.6 The board should ensure that disputes are C The board endevours to resolve all resolved as effectively, efficiently and communicated disputes effectively expeditiously as possible

206 Current No. King III Principle status Details Chapter 9: Integrated reporting and disclosure 9.1 The board should ensure the integrity of the B See note 2 Company’s integrated report 9.2 Sustainability reporting and disclosure B See note 2 should be integrated with the Company’s financial reporting 9.3 Sustainability reporting and disclosure B See note 2 should be independently assured

Notes: 1. The Company does not currently have an internal audit function or a compliance function. The Audit and Risk Committee together with the external auditors fulfils this function as the size of the Company does not justify the cost of developing and maintaining an internal audit and compliance function. The board remains ultimately responsible to oversee internal financial and compliance processes and to ensure internal controls are in place. 2. The Company has not undergone a reporting cycle. The board intends to ensure the integrity of the integrated report as overseen by the Audit and Risk Committee and aims to include sustainability reporting and disclosures into the Company’s financial reporting. The board will evaluate the need to obtain external assurance of the integrated report.

207 Annexure 15

MATERIAL CONTRACTS

The following material contracts, together with the other documents outlined paragraph 34 of this pre-listing statement, are available for inspection: 1. Acquisition agreements in respect of each of each of the Freedom Projects (detailed in paragraph 5) 2. Service agreements related to all parties comprising the initial management team, concluded between Freedom and: (a) Nagendra Tyrone Govender, for his appointment as Chief Executive Officer of Freedom. (b) Richard Denis Eaton, for his appointment as Chief Financial Officer of Freedom. (c) Freedom Property Fund Development Managers Proprietary Limited (Registration number 2013/000163/07), represented by Johannes Gerhardus Erasmus, to fulfil the Property Development Manager function. (d) Freedom Property Fund Business Development Proprietary Limited (Registration number 2012/120246/07), represented by Graham Stavridis, to fulfil the Business Development Manager function. 3. The referral agreements related to Langebaan Beach, Miami Village, Montana Residential, Stellenbosch Industrial, Gevonden, Steelpoort Industrial, Tweefontein Residential and Tubatse Residential Estate (set out in paragraph 5). 4. General Option Scheme (set out in Annexure 17). 5. Development and right of first refusal agreements (referred to in the “special conditions” outlined in paragraph 5). 6. Property management agreement concluded with Willem Jansen van Rensburg, as independent contractor, to manage Steelpoort Industrial Park (set out in Annexure 21). 7. Rental management agreement concluded with National Real Estate to manage the rental collections of Wespark Palms (Currently Yielding Properties).

208 Annexure 16

PROMOTERS’ INTEREST AND INTERESTED PARTY DISCLOSURE

The PDF Trust was a vehicle specifically established to promote the establishment of Freedom over a period of 24 months. All shares due to the promoters have been allocated to the PDF Trust and the beneficial interests of each promoter are displayed below. Each promoter is a beneficiary of the PDF Trust with the below-mentioned economic interests. The only two exceptions are transactional fees allocated directly to promoters as indicated. Value of Shares Percentage Promoters Name Allocated of Freedom Holding Notes J F Pretorius R14 200 000 1.38% Indirect C J Alexandre R14 850 000 1.45% Indirect S B Rule R20 600 000 2.01% Indirect N J De Vries R14 900 000 1.45% Indirect N T Govender R14 500 000 1.41% Direct B Piguet R14 500 000 1.41% Indirect R G Alexandre R2 190 000 0.21% Indirect G Stavridis R12 205 343 1.19% Indirect 1 Arrow Equity R4 500 000 0.44% Indirect 3 J G Erasmus R14 994 030 1.46% Indirect 2 J D Bruwer Estate R7 757 300 0.76% Indirect J Hamer R6 067 674 0.59% Indirect S C Viljoen R6 562 783 0.64% Indirect A J van Jaarsveldt R3 762 108 0.37% Indirect C H W Simkin R3 762 108 0.37% Indirect Total Freedom shares held by promoters R155 351 346 15.13%

Notes: 1. This includes two commissions issued in the form of Freedom shares with a value of R397 697 (at R1, 00 per Freedom share) on the La Hoff Mews and Emfuleni Estate acquisitions 2. This includes a commission of R10 000 000 issued in the form of Freedom shares with a value of R10 000 000 (at R1, 00 per Freedom share) held indirectly through the Lemon Trust in terms of the referral agreement on the Tubatse Residential, Steelpoort Industrial Park and Tweefontein Residential Estate acquisitions. 3. Arrow Equity Proprietary Limited is a subsidiary of Base Capital who hold a 75% shareholding Promoter allocation R144 953 649 Commission paid to promoters R10 397 697

Total transactions with promoters R155 351 346 15.13% Total Freedom shares in issue R1 027 029 031

209 Annexure 17

GENERAL OPTION SCHEME

Freedom Property Fund General Option Scheme (the “General Option Scheme”) The General Option Scheme was adopted by Freedom shareholders in terms of a special resolution passed on 24 October 2013, and complies with the requirements of Schedule 14 of the Listings Requirements. In terms of the General Option Scheme, the Board will have the discretion, from time to time, to nominate full- time employees of the Company (not within 6 months of retirement) for participation therein, and recommend the number of options which should be granted to them. The criteria for nomination will be aligned with the strategic objectives of the Company, and will be intended to incentivise employees for good performance and contributing to continued long-term growth. Eligible employees who are nominated to participate in the General Option Scheme (Participants) will be granted options, by the Board, to acquire Freedom shares. The options will be granted upon. The options granted will only be exercisable in writing on the following basis: • after two years have elapsed from the date on which the options were granted, in respect of not more than thirty-three percent of the Freedom shares which are the subject of such options; • after three years have elapsed from the date on which the options were granted, in respect of not more than thirty-three percent of the Freedom shares which are the subject of such options; and • after four years have elapsed from the date on which the options were granted, in respect of all the Freedom shares which are the subject of such options; The strike price for the options will be the closing market price of a Freedom share on the JSE, as certified by the secretary of the Company, on the trading day preceding that on which the Participant is granted an option. Participants will be granted options in respect of, in aggregate, a maximum number of 15 000 000 Freedom shares each, and the aggregate number of Freedom shares that may be utilised for the General Option Scheme will be 50 000 000 Freedom shares (excluding any Freedom shares that are the subject of options that lapse). A Participant may dispose of any Freedom share acquired by him pursuant to his exercise of an option under the General Option Scheme, at any time after the exercise of that option. The board has a general discretion to allow options to be exercised at any time; and options may also be exercised upon the retirement or death of a Participant, or upon termination of that Participant as a result of disability. The General Option Scheme shall continue for an indefinite period, until terminated by a resolution of the board, but the options shall lapse on the earlier of the following events: 10 years from the date of becoming a Participant; or one year after the death of a Participant; or immediately after (i) the Participant ceases to be employed by the Company; (ii) his rights under the General Option Scheme are attached in any way; (iii) in the board’s discretion for acts justifying summary dismissal, and (iv) upon voluntary retirement (before pensionable age). However, all such lapsing events shall be subject to the board’s discretion to allow Participants to retain their rights under the Scheme. Should the Company’s share capital be consolidated, sub-divided, increased or reduced, the Board may adjust the terms of the options or Freedom shares as necessary, to ensure the Participants are entitled to the same proportion of equity capital as that to which they were previously entitled. If an offer implicating control of the Company is made, the Board may also determine that the options be exercisable from the date such offer becomes unconditional.

210 Annexure 18

SHARE TRADING RESTRICTIONS

In terms of the acquisition agreements, the vendors are restricted from trading their Freedom shares on the following basis: • Generally for the first 12 months commencing on the date the Freedom shares transfer to the vendors, no more than 2% of the original total of the shares held by each vendor may be traded in a single month. • Generally for the second 12 months, no more than 4% of the original total of the shares held by each vendor may be traded in a single month. The exceptions to the aforementioned principle are as follows: • The shares held as guarantee shares which are governed by the provisions outlined in Part A, paragraph 5 of the pre-listing statement. • Miami Village Proprietary Limited – for the first 12 (twelve)-month period (“the First Restriction Period”), commencing on the date that the Freedom shares are transferred to the Miami Village Proprietary Limited, no more than 10% (ten percent) per month of the Freedom shares may under any circumstances be sold or traded by the Miami Village Proprietary Limited in a single month. • Elect Property Trust No 1 – for the first 12 (twelve)-month period (“the First Restriction Period”), commencing on the date that the Freedom shares are transferred to the Elect Property Trust No 1, no more than 8.3% (eight comma three percent) of the Freedom Shares may under any circumstances be sold or traded by the Elect Property Trust No 1 in a single month.

211 Annexure 19

DEVELOPMENT PARTNERS

Freedom has secured the services of development partners and project managers on a right of first refusal basis to co-develop the Freedom projects:

1. Bopa Lesedi Management Consultants (Bopa Lesedi) Bopa Lesedi has been involved in the Portolan Place project acquired by Freedom and, to the extent considered appropriate by Freedom’s management team, will be retained to provide services to ensure continuity on the development of the project. Bopa Lesedi was established in 2003 in Bloemfontein and Mafikeng and has established long-term formal relationships with various property related companies based in the Free State, Northern Cape, Eastern Cape and Gauteng Provinces. Key mandates to date for Bopa Lesedi include the execution of integrated development plans for: – Umzinyathi Local Municipality; – Xariep District Municipality; – Umsobomvu Local Municipality; – Mesimaholo Local Municipality; and – Mantsopo Local Municipality. Bopa Lesedi has also undertaken successful project management, implementation management, project evaluation and monitoring as well as contract management for: – a job creation project for ZR Mahabane Bricks; – restitution and redistribution projects in the Northern Cape and Free State Provinces; – Batho streets (phases 1,2 and 3) amounting to R62 million; and – Batho housing project R30 million. Key personnel of Bopa Lesedi include: – Johan Hamer • Masters degree in Town & Regional Planning (1991, UOFS) M (Trp) • Diploma in Project Management: 1999 (Damelin College) • The Estate Agency Board (Certficate in Estate Agency 2000) • 20 years experience as Town Planner and Project Manager – Anneke Kruger • Masters degree in Town & Regional Planning (1997, UOFS) M (Trp) • Diploma in Project Management: 1999 (Damelin College) • Masters degree in Environmental Management (2002, UOFS) CSIR • 15 years experience as Town Planner and Project Manager. – Philip Heyns • Academic qualification: B.Sc.(QS) 1973 – UFS • Registered with the South African Council for Quantity Surveyors. (Reg. 895) • 44 years experience. – Enkosi Mpondo • Masters degree in Town & Regional Planning (2010, UOFS) M (Trp) • 3 years experience.

212 2. Seabreeze Tower Properties Seabreeze Tower Properties has a right of first refusal to partner Freedom on the development of Stellenbosch Industrial, Gevonden, Langebaan Beach and Miami Village. Seabreeze Tower Properties uses the development skills of Handre Basson, a developer who started his construction career in the USA in 1999, joining a business in Nashville Tennessee which was involved in the construction and redevelopment of residential property. After this success he relocated to South Africa in 2001 to pursue his development career in Stellenbosch, in the Western Cape, where he still develops successfully today. Handre was involved in the following developments as project manager, managing the process from start to finish: – Oude Hoek in Stellenbosch, consisting of basement parking, retail and residential units with a value of R25 million; – De Wagenweg Office Park in Stellenbosch, consisting of 9 000m2 of basement and 10 000m2 of GLA office space with a value of R200 million; – De Jonker center, a mixed-use development consisting of a basement, retail center, apartments and offices with a value of R60 million; – Harbourview, a 5-storey hotel with retail and commercial units and basement parking. 25 meters from the ocean in Hermanus with a value of R51 million; – Louw Street 14, consisting of a double basement for parking, first in Stellenbosch, offices and a penthouse. Office was purpose built for RMB Private Bank, with a 10 year lease with a value of R32 million; – Banghoek, a residential development consisting of 51 Bachelor apartments with a value of R50 million; and – Lemoenkloof, a residential development consisting of 28 plots with a value of R4 million.

3. Dataforce Trading 220 Dataforce Trading 220, in terms of an agreement entered into on 15 October 2013, has a right of first refusal to project manage the development of Montana Residential on terms no less favourable than could be obtained from a third party, subject to the conclusion of a development management agreement and/or development agreement on terms satisfactory to Tower Sky Properties (as set out in paragraph 5.11.4). Dataforce Trading 220 is managed by Willie du Toit who is a civil engineer and MBL by training. Willie spent more than 16 years in consulting engineering with companies such as Bruinette Kruger Stoffberg Inc, Stanway Edwards and Keeve Steyn Inc. Willie’s time at these institutions included work on various engineering projects pertaining to: – planning and design of municipal services (roads, storm water, water supply and sewerage disposal) and project management of the construction thereof; – planning, design and construction supervision of freeways and national roads; – master planning of transportation networks in various cities (Sandton, Randburg and Boksburg); – site selection, planning and design of airports and runways as part of a team of consulting specialists for SANDF; – he has been involved as project and development management of various residential and commercial property developments since 1992. Residential property projects ranged from low cost housing in townships such as Duduza, Tsakane, Mohlakeng and middle class housing in Midrand, to luxury housing in Lonehill as well as leisure property developments. He has also been involved in joint ventures in commercial and residential developments with Grinaker and Saambou; – Willie has also gained vast experience in the complete and extended field of the management of property development and its various disciplines, such as identifying land for development, the process of township approval and proclamation, market research, planning and design of townships, project funding, installation of infrastructure services, planning and design of the final structures, the appointment and management of the professional team, including architects, engineers, quantity surveyors, land surveyors, town planners, attorneys and estate agents.

213 4. SADC Infrastructure Consulting SADC Infrastructure Consulting has been involved in the Tubatse Estate and Tubatse Homes projects projects acquired by Freedom and, to the extent considered appropriate by Freedom’s management team, will be retained to provide services and capacity to Mighty House Props, if required, to ensure continuity on the development of the project. SADC Infrastructure Consulting is run by Dr Izak Botha an ex-banker, having served in multiple executive positions, culminating in him becoming the Managing Director of Finansbank Nedcor Investment Bank. Dr Botha became a director of Nedcor Limited in 2002 and was elected as Director of Nedbank Limited the following year. Dr Botha retired from the board of Nedbank Limited in May 2004 and has since been actively involved in property development, acting as shareholder of inter alia: – Xitmela Leasing Limited; – Tubatse Estate Proprietary Limited; – Soeteweide Boarding House; and – SADC infrastructure Consulting. Property developments completed to date include, inter alia: – Soeteweide 13, Stellenbosch; – Banghoek 2367, Stellenbosch; and Property Developments underway include: – Zambesa development (see Tubatse Homes); – De Vos Reinhardt sectional student apartments, Stellenbosch; and – Robertson land developments for security housing complexes.

5. Richprop Cape (Richprop) Richprop Cape has a right of first refusal to partner Freedom on the development of Wespark Palms, La Hoff Mews, Emfuleni Estate and Portolan Place. Richprop Cape is a developer and sales agent, which has become one of the largest and most successful developers of sectional title apartments and cluster developments in South Africa since the late 1990’s, having been involved in the development of close to 7 000 units countrywide. Richprop has overseen many sectional title, cluster, free standing homes and high rise apartment blocks throughout South Africa. A particular focus of Richprop Cape is the Western Cape where it has developed and sold over 2 500 units. Developments in the Cape Town area include Portofino in Panorama (116 units), Hermanus Beach Club (320 units), Bergvliet (118 units) and St.James Terraces (82 units). The sizes of Richprop’s residential developments have ranged between 18 and 320 units. The key individuals in Richprop Cape are: • Des Kruis, who joined Richland Property Organization in 1992 and established the brand in the Western Cape. During 1997, Des bought the founding partners out and established Richprop Cape; and • Brad Cameron, who joined Richprop Cape in 1997 after gaining experience in the property industry with Cameron Properties in Pietermaritzburg, a family concern.

214 Annexure 20

FREEDOM SHARES ALLOTTED AND ISSUED

This Annexure 20 sets out the allotted and issued Freedom shares since the incorporation of the Company in 2012 up until the date of listing. Refer to Annexure 11 and paragraph 5. Number of shares Value allotted and of asset issued/ acquired Date Shareholder (repurchased) Reason for issue (Rand) 19/07/2012 The PDF Trust 1 500 000 000 Initial company share – allotment 17/04/2014 Cherokee Trading Post 23 7 200 000 Acquisition of Wespark 11 700 000 Proprietary Limited Palms 17/04/2014 VAT on Wespark 1 008 000 VAT on acquisition – 16/04/2014 Circle Way Trading 131 6 900 000 Acquisition of La Hoff 13 000 000 Proprietary Limited Mews 16/04/2014 VAT on La Hoff 966 000 VAT on acquisition – 21/05/2014 Morning Tide Investments 351 26 250 000 Acquisition of Emfuleni 56 000 000 Proprietary Limited Estate 21/05/2014 VAT on Emfuleni 3 675 000 VAT on acquisition – 25/04/2014 Grey Haven Riches 15 Ltd 8 500 000 Acquisition of Propmed 12 400 000 25/04/2014 VAT on Propmed 1 190 000 VAT on acquisition – 22/04/2014 Pacific Coast Investments 97 46 500 000 Acquisition of Portolan 99 600 000 Proprietary Limited Place 17/04/2014 VAT on Portolan Place 6 510 000 VAT on acquisition – 01/03/2014 Nuweveld Trust 46 000 000 Acquisition of 108 000 000 Langebaan Beach 27/05/2014 Miami Village Proprietary 21 000 000 Acquisition of Miami 30 000 000 Limited Village 27/05/2014 VAT on Miami Village 3 570 000 VAT on acquisition – 27/05/2014 Huganel Trust 1 500 000 Acquisition of Miami 1 900 000 Village 01/03/2014 William Turner De Swardt 2 420 000 Acquisition of Montana 7 000 000 Residential 01/03/2014 Dataforce Trading 220 3 630 000 Acquisition of Montana – Proprietary Limited Residential 26/05/2014 Elect Property Trust No 1 19 700 000 Acquisition of 53 000 000 Stellenbosch Industrial 30/04/2014 Neil Eric Whitehead 18 000 000 Acquisition of Sweet 62 600 000 Waters Industrial 01/03/2014 Christo la Grange Gesins Trust 180 970 000 Acquisition of Steelpoort 555 000 000 Industrial & Tweefontein Residential Estate 01/03/2014 Lafras Joubert Familie Trust 79 550 000 Acquisition of Steelpoort – Industrial & Tweefontein Residential Estate 01/03/2014 Vat on Steelpoort Industrial and 2 520 000 VAT on acquisition – Tweefontein 20/03/2014 Platsak Proprietary Limited 21 500 000 Acquisition of Tubatse 398 700 000 Estate 20/03/2014 Zambesa Investments 46 746 000 Acquisition of Tubatse – Proprietary Limited Estate

215 Number of shares Value allotted and of asset issued/ acquired Date Shareholder (repurchased) Reason for issue (Rand) 20/03/2014 Commercial South Africa 3 000 000 Acquisition of Tubatse – Properties Proprietary Limited Estate 20/03/2014 Kgosi Investment Holdings 2 000 000 Acquisition of Tubatse – Proprietary Limited Estate 20/03/2014 National Union of Mineworkers 15 000 000 Acquisition of Tubatse 125 000 000 Properties Proprietary Limited Homes 20/03/2014 Magnolia Ridge Properties 70 000 000 Acquisition of Tubatse – Proprietary Limited Homes 15/05/2014 Huis Piron Stellenbosch 10 000 000 Acquisition of Gevonden 17 700 000 Proprietary Limited 15/05/2014 VAT on Gevonden 1 400 000 VAT on acquisition – 27/05/2014 Izak Johannes Botha 6 000 000 Acquisition of Elm Drive 9 900 000 27/05/2014 Luzelle Joubert Botha 6 000 000 Acquisition of Elm Drive – – 05/06/2014 The Lemon Trust 165 854 000 Commission – 05/06/2014 The Basket Trust 35 013 000 Commission – 05/06/2014 Arengo Proprietary Limited 3 921 300 Commission – 05/06/2014 Des Kruis 690 000 Commission – 05/06/2014 Tau o Tona Trust 1 098 690 Commission – 05/06/2014 Dataforce Trading 220 90 750 Commission – Proprietary Limited 05/06/2014 Protea Trust 10 000 Cash share subscription – 05/06/2014 Base Capital Proprietary 500 000 Corporate advisor – Limited expenses 05/06/2014 FAL Financial Services Inc. 1 040 592 Accounting services – expenses 05/06/2014 Willie de Klerk 210 000 Valuation expenses – 05/06/2014 Coertzen Williams Attorneys 3 500 000 Conveyancing attorney – expenses 05/06/2014 Bopa Lesedi Mangement 824 400 Project assessment fees – Consultants Proprietary Limited 05/06/2014 Ryan Terence Daynes 117 650 Branding fees – 05/06/2014 The PDF Trust (1 355 046 351) Shares repurchased in – terms of promoter agreement Total 1 027 029 031 R1 561 500 000

The PDF Trust was issued its Freedom shares on the establishment of the Company on 19 July 2012 for a total consideration of R15 000. All other shares where issued at R1 per Freedom share and were not issued to shareholders in proportion to their holdings, but rather in consideration for the acquisitions and services rendered. Note that in terms of the PDF Trust deed, the balance of the shares not issued and allotted to the promoters, as set out in Annexure 16, have been repurchased.

216 Annexure 21

SUMMARY OF CONTRACTS RELATING TO DIRECTORS, MANAGERIAL, SECRETARIAL, PROPERTY MANAGER REMUNERATION AND RENTAL MANAGEMENT

This Annexure 21 sets out extracts from the service contracts related to the Chief Executive Officer, Chief Financial Officer and the Company Secretary: Chief Executive Officer: “Duties The employee undertakes: 3.1.1 to perform such reasonable duties as are assigned to him from time to time by the board including the rendering of services on behalf of any of the other companies in the group; 3.1.2 to comply with all lawful instructions given to him from time to time by the board; 3.1.3 to devote the whole of his time and attention during normal business hours in performing his duties under this agreement and such amount of additional time as may be necessary, having regard to the exigencies of the business and the affairs of the Company, to the business and affairs of the Company and all aspects thereof; 3.1.4 to use his best endeavours to promote and extend the business of the group; 3.1.5 to deliver to the Company whenever the board requires him to do so and, in any event, immediately upon termination of this agreement for any reason, all books of account, records, information, correspondence and notes concerning or containing any reference to the work or business of the group, which belongs to the group or are in the possession or under the control, directly or indirectly, of the employee; 3.1.6 to attend all meetings required of him by the board unless he is for good reason unable to do so and gives notice thereof to the board; 3.1.7 generally to show the group the utmost good faith; 3.1.8 not to exceed or purport to exceed or purport to have the right to exceed the express limits of his authority in terms of his appointment, or such authorities as may necessarily be implied by virtue of the employee’s capacity and functions for the time being; 3.1.9 to procure that such up-to-date written records as the board may direct be maintained and to keep such records and all other records of the group’s affairs which may be entrusted to him in a safe place, out of access to any other person save as specifically directed by the board; 3.1.10 to report to the board any information relating to the products or services of competitors of the group which may reasonably be in the interests of the group; 3.1.11 not to remove from the Company’s premises any books, records, documents or other items belonging to the group save for the bona fide purpose of fulfilling his functions and duties in terms of this agreement or with the prior written consent of the board; 3.1.12 to carry out his functions and duties for the Company lawfully; 3.1.13 not to act on behalf of the group in a manner which would bring discredit or injury to the group; 3.1.14 to refrain from making or publishing false or disparaging statements, whether written or oral, express or implied, regarding competitors of the group.

217 3.2 Obligations 3.2.1 The employee has been employed by the Company due to his vast knowledge in different spheres of business management, operations, marketing, strategy, sales, financing, fund raising, creation of company culture and human resources. Accordingly the employee has agreed to make the following services available to the Company on an exclusive basis during the tenure of this agreement: • Develop strategy proposals for recommendation to the Board and ensure that agreed strategies are reflected in the business. • Develop annual plans, consistent with agreed strategies, for presentation to the Board for support. • Plan human resourcing to ensure that the Company has the capabilities and resources required to achieve its plans. • Develop an organisational structure and establish processes and systems to ensure the efficient organisation of resources. • Be responsible to the Board for the performance of the business consistent with agreed plans, strategies and policies. • Lead the executive team, including the development of performance contracts and appraisals. • Ensure that financial results, business strategies and, where appropriate, targets and milestones are communicated to the investment community. • Develop and promote effective communication with shareholders and other relevant constituencies. • Ensure that business performance is consistent with the Business Principles. • Ensure that robust management succession and management development plans are in place and presented to the Board from time to time. • Develop processes and structures to ensure that capital investment proposals are reviewed thoroughly, that associated risks are identified and appropriate steps taken to manage the risks. • Develop and maintain an effective framework of internal controls over risk in relation to all business activities including the Group’s trading activities. • Ensure that the flow of information to the Board is accurate, timely and clear. • Establish a close relationship of trust with the Chairman, reporting key developments to him in a timely manner and seeking advice and support as appropriate. • Manage the day-to-day operations of the Company. 3.2.2 The employee will ensure that he uses his best endeavours to ensure that his obligations as set out in this clause 3.2 are complied with at all times. 3.2.3 The Board will review the employee’s obligations as set out in this clause 3.2 and amend as appropriate at least on an annual basis.

4. REMUNERATION AND BENEFITS 4.1 In consideration for his services under this agreement, the Company shall pay to the employee or on his behalf or for his benefit, a remuneration package which shall be determined by the Board from time to time. 4.2 The remuneration package payable to the employee in terms of Clause 4.1 shall:– 4.2.1 be a gross monthly cost to company of R75 000.00 (seventy five thousand Rands) per month for the first twelve months from listing of the Company on the JSE Limited, increasing to R150 000.00 (one hundred and fifty thousand Rands) per month thereafter. 4.2.2 be reviewed annually, with effect from the month of September each year with the first review being September 2015; 4.2.3 be payable to the employee on or before the last day of each month.

218 4.3 The employee shall come into consideration for bonus payments in accordance with performance based targets as determined by the Board on an annual basis.

Chief Financial Officer: “Duties The employee undertakes: 3.1.1 to perform such reasonable duties as are assigned to him from time to time by the board including the rendering of services on behalf of any of the other companies in the group; 3.1.2 to comply with all lawful instructions given to him from time to time by the board; 3.1.3 to devote the whole of his time and attention during normal business hours in performing his duties under this agreement and such amount of additional time as may be necessary, having regard to the exigencies of the business and the affairs of the Company, to the business and affairs of the Company and all aspects thereof; 3.1.4 to use his best endeavours to promote and extend the business of the group; 3.1.5 to deliver to the Company whenever the board requires him to do so and, in any event, immediately upon termination of this agreement for any reason, all books of account, records, information, correspondence and notes concerning or containing any reference to the work or business of the group, which belongs to the group or are in the possession or under the control, directly or indirectly, of the employee; 3.1.6 to attend all meetings required of him by the board unless he is for good reason unable to do so and gives notice thereof to the board; 3.1.7 generally to show the group the utmost good faith; 3.1.8 not to exceed or purport to exceed or purport to have the right to exceed the express limits of his authority in terms of his appointment, or such authorities as may necessarily be implied by virtue of the employee’s capacity and functions for the time being; 3.1.9 to procure that such up-to-date written records as the board may direct be maintained and to keep such records and all other records of the group’s affairs which may be entrusted to him in a safe place, out of access to any other person save as specifically directed by the board; 3.1.10 to report to the board any information relating to the products or services of competitors of the group which may reasonably be in the interests of the group; 3.1.11 not to remove from the Company’s premises any books, records, documents or other items belonging to the group save for the bona fide purpose of fulfilling his functions and duties in terms of this agreement or with the prior written consent of the board; 3.1.12 to carry out his functions and duties for the Company lawfully; 3.1.13 not to act on behalf of the group in a manner which would bring discredit or injury to the group; 3.1.14 to refrain from making or publishing false or disparaging statements, whether written or oral, express or implied, regarding competitors of the group.

3.2 Obligations 3.2.1 The employee has been employed by the Company to oversee all financial aspects of company strategy and will be responsible for the flow of financial information to the Chief Executive Officer, the Board and, where necessary, external parties such as investors or financial institutions. Accordingly the employee has agreed to make the following services available to the Company on an exclusive basis during the tenure of this agreement: • overall control of the Company’s accounting function; • financial planning and related on-going advice for the Chief Executive Officer and senior management; • formulating financial targets and budgets in accordance with the strategy determined by the Board;

219 • overall control of all financial transactions and accountancy matters, including audit systems; • corporate finance: managing company policies regarding capital requirements, debt, taxation, equity and acquisitions, as appropriate; • preparing annual accounts; and • ensuring that the regulatory requirements of all statutory bodies are met regarding all the Company’s financial affairs. 3.2.2 The employee will ensure that he uses his best endeavours to ensure that his obligations as set out in this clause 3.2 are complied with at all times. 3.2.3 The Board will review the employee’s obligations as set out in this clause 3.2 and amend as appropriate at least on an annual basis.

4. REMUNERATION AND BENEFITS 4.1 In consideration for his services under this agreement, the Company shall pay to the employee or on his behalf or for his benefit, a remuneration package which shall be determined by the Board from time to time. 4.2 The remuneration package payable to the employee in terms of Clause 4.1 shall: 4.2.1 be a gross monthly cost to company of R50 000.00 (fifty thousand Rands) per month for the first twelve months from listing of the Company on the JSE Limited, increasing to R100 000.00 (one hundred thousand Rands) per month thereafter. 4.2.2 be reviewed annually, with effect from the month of September each year with the first review being September 2015; 4.2.3 be payable to the employee on or before the last day of each month. 4.3 The employee shall come into consideration for bonus payments in accordance with performance based targets as determined by the Board on an annual basis. Company Secretary: “Scope of work/ Type of Service By your acceptance hereof you acknowledge that you have familiarised yourself with Statucor’s structure, service offering, expertise, vision and culture. It is further our understanding that you require us to perform the following specific services: • Being appointed the Company Secretary; • Preparation of the necessary resolutions effecting decisions of the board; • The drafting of agendas that will be set in line with the board charter, subcommittee • terms of reference and the work plan and delivered to the appointed person; • The compilation of meeting packs in your secured room in Virtual Boardroom and the distribution to the users. The options for the members are to use the eversion on their laptops or tablets (training can be provided) or to have hardcopy packs printed for distribution. The cost of Virtual Boardroom is charged as separate cost and should paper packs be required we only charge extra for the cost of printing the packs. • Holding the annual director training and induction session with the board and prescribed officers (2 to 3 hours). When a new director is appointed to the board we will assist the Chairman in scheduling the board induction sessions and we will carry out the governance leg of the induction whilst the operational leg is handled internally; • Draft the notice of the annual general meetings together with the necessary resolutions contained therein; • Supporting the board and individual directors with advice regarding the Companies Act 71 of 2008 and governance advice based on the King report on corporate governance (King III) and all members have access to the consultant for such guidance and advice. Should a query fall outside our scope of knowledge we will inform the directors in order for them to be able to obtain further legal advice; • Conducting the annual review of the board charter and the sub-committee terms of reference as well as the governance review fees;

220 • The monthly retainer services could be provided at a pre-listing fee of R11,500.00 up until listing with the JSE; • Once a listing is obtained our fee will increase to R27 500.00 per month for a period equal to the period in point a. above; • When the period in point b. has expired our fee would be R22,500.00 henceforth subject to our annual increase in fees and scope increase/ decrease; • Please note that all fees quoted are exclusive of VAT, disbursements and travelling costs”

Property Manager (Willem Jansen van Rensburg): “DURATION OF THE CONTRACT This Agreement will, notwithstanding the Signature Date, commence on the listing of Freedom and shall subsist for a period of 5 years. 5. SERVICE TO BE PROVIDED BY THE CONTRACTOR AND DUTIES PERTAINING THERETO 5.1 The Contractor will be responsible to: 5.1.1 assist the executive team to collect rent on the existing buildings; 5.1.2 advise and assist with the successful conclusion of new leases and extension of existing leases; 5.1.3 supervise and co-ordinate the maintenance teams with regard to the maintenance of the site; 5.1.4 continuously liaise with the project managers or developers responsible for the construction of new buildings; 5.1.5 prepare the reports to the Executive Committee of the Company on the progress of the rent collection as well as property management. FEE STRUCTURE 7.1 The Company will pay the Contractor a fixed fee of R30 000 (Thirty Thousand Rands) per month on the date listing of Freedom excluding Value Added Tax, which fee will thereafter escalate at a rate of 10% per year for the duration of the appointment period. 7.3 The Contractor will deliver all invoices to the Company on the last day of each calendar month and the Company will make payment thereof on the 7th of the following month.”

Property Development Manager: SERVICE TO BE PROVIDED BY THE CONTRACTOR AND DUTIES PERTAINING THERETO 5.1 The Contractor will be responsible to: 5.1.1 assist the executive team to prioritise the projects of the Company; 5.1.2 advise and assist with the tender process of the relevant projects of the Company; 5.1.3 supervise and co-ordinate the project managers or developers on the various projects of the Company; 5.1.4 continuously liaise with the project managers or developers of the projects of the Company; 5.1.5 prepare the reports to the Executive Committee of the Company on the progress of the relevant projects; 5.2 The Contractor undertakes: 5.2.1 co-ordinate the development of the projects strictly in accordance with the procedures and guidelines provided by the Company from time to time; 5.2.2 to perform such reasonable duties as are assigned to them from time to time by the Company;

221 5.2.3 to comply with all lawful instructions given to him from time to time by the Directors of the Company or their representatives; 5.2.4 to use his best endeavours to promote the business of the Company; 5.2.5 to attend all meetings required of them by the Directors or their representatives unless the Contractor is for a good reason unable to do so and gives notice thereof; 5.2.6 generally to show the Company the utmost good faith; 5.2.7 not to exceed or purport to exceed or purport to have the right to exceed the express limits of the Contractors authority in terms of this contract or such authorities as may necessarily be implied by virtue of the Contractor’s capacity and functions; 5.2.8 to report to the Directors of the Company any information relating to the competitors of the Company which may reasonably be in the interest of the Company; 5.2.9 to carry out its functions and duties for the Company lawfully; 5.2.10 not to act on behalf of the Company in a manner which would bring discredit or injury to the Company; 5.2 The parties record that the Contractor has business interest which includes farming, independent property development, property development for the Company and general business activities and therefore it is agreed that the contractor will spend 32 hours a week for 45 weeks a year for the duration of the appointment period, to deliver his services to the Company.

6. EQUIPMENT, INFRASTRUCTURE AND PERSONNEL 6.1 The Company will provide the Contractor with the following exclusive use office space at its office situated in Stellenbosch: 6.1.1 An adequately secured and enclosed office premises that is fully furnished and functional, including: 6.1.2 1 (one) private office 6.1.3 1 (one) private boardroom 6.1.4 1 (one) Personal Assistant workstation 6.2 The exclusive use office space will not be less than 100 (one hundred) square metres. 6.3 The Company will be responsible to appoint a personal assistant for the representative of the Contractor and will be liable for his/her monthly remuneration. This remuneration will be in line with the remuneration of the company employees with similar skill and experience. 6.4 The Company will supply the following office equipment: 6.4.1 Land line and telephone for the Contractor. 6.4.2 Land line and telephone for the personal assistant of the Contractor. 6.4.3 A laptop computer for the Contractor 6.4.4 A laptop computer for the Personal Assistant of the Contractor 6.4.5 A printer, scanner and fax machine for the offices of the Contractor. 6.4.6 Internet and data connectivity for the offices of the Contractor 6.5 The Company will be responsible for the following personal itemized expenses of the representative of the Contractor 6.5.1 A cell phone contract for Contractor, (reasonable personal use accepted) 6.5.2 A cell phone contract for the personal assistant of the Contractor, (reasonable personal use accepted) 6.5.3 Internet and data connectivity for the mobile devices and residence of the Contractor.

222 6.6 It is recorded that the representative of the Contractor is residing in Stellenbosch in the Western Cape and that all travel expenses which include but are not limited to airfare, car hire, fuel, parking and meals outside of Stellenbosch will be for the account of the Company. All local travel (by car) will be refunded to the contractor at R5 per kilometer. 7. FEE STRUCTURE 7.1 The Company will pay the Contractor a fixed fee of R55 000 (Fifty-Five Thousand Rands) per month commencing 1 November 2013 for the first 6 (six) months, increasing to R85 000 (Eigthy-five Thousand Rands) per month thereafter, excluding Value Added Tax, which fee will thereafter escalate at a rate of 10% per year for the duration of the appointment period. 7.2 The Contractor will deliver all invoices to the Company on the last day of each calendar month and the Company will make payment thereof on the 7th of the following month.

Business Development Manager: SERVICE TO BE PROVIDED BY THE CONTRACTOR AND DUTIES PERTAINING THERETO 5.1 The Contractor undertakes: 5.1.1 to acquire, negotiate and secure; or negotiate and dispose of, land, share and other opportunities strictly in accordance with the procedures and guidelines provided by the Company from time to time. 5.1.2 to perform such reasonable duties as are assigned to them from time to time by the Company in connection with 5.1.1 above; 5.1.3 to comply with all lawful instructions given to them from time to time by the Directors of the Company or their representatives in connection with 5.1.1 above; 5.1.4 to use their best endeavours to promote the business of the Company; 5.1.5 to attend all meetings required of them by the Directors or their representatives unless the Contractor is for a good reason unable to do so and gives notice thereof; 5.1.6 generally to show the Company the utmost good faith; 5.1.7 not to exceed or purport to exceed or purport to have the right to exceed the express limits of the Contractors authority in terms of this contract or such authorities as may necessarily be implied by virtue of the Contractor’s capacity and functions; 5.1.8 to report to the Directors of the Company any information relating to the competitors of the Company which may reasonably be in the interest of the Company; 5.1.9 to carry out its functions and duties for the Company lawfully; 5.1.10 not to act on behalf of the Company in a manner which would bring discredit or injury to the Company. 5.2 The parties record that the Contractor has outside business interest which include investments, private equity, consulting, property development and general business activities and therefore it is agreed that the contractor will spend the following amount of time on the business development of the Company: 5.2.1 40 hours per week for 42 weeks a year in the first calendar year. 5.2.2 30 hours per week for 42 weeks a year for the second calendar year. 5.2.3 30 hours per week for 42 weeks a year for the third calendar year. 5.2.4 20 hours per week for 42 weeks a year for the fourth, fifth and sixth calendar years.

6. EQUIPMENT, INFRASTRUCTURE AND PERSONNEL 6.1 The Company will provide the Contractor with the following exclusive use office space at its office situated in Stellenbosch: 6.1.1 An adequately secured and enclosed office premises that is fully furnished and functional, including:

223 6.1.2 1 (one) private office 6.1.3 1 (one) private boardroom 6.1.4 1 (one) Personal Assistant workstation 6.2 The exclusive use office space will not be less than 100 (one hundred) square metres. 6.3 The Company will be responsible to appoint a personal assistant for the representative of the Contractor and will be liable for his/her monthly remuneration. This remuneration will be in line with the remuneration of the company employees with similar skill and experience. 6.4 The Company will supply the following office equipment: 6.4.1 Land line and telephone for the Contractor. 6.4.2 Land line and telephone for the personal assistant of the Contractor. 6.4.3 A laptop computer for the Contractor 6.4.4 A laptop computer for the Personal Assistant of the Contractor 6.4.5 A printer, scanner and fax machine for the offices of the Contractor. 6.4.6 Internet and data connectivity for the offices of the Contractor 6.5 The Company will be responsible for the following personal itemized expenses of the representative of the Contractor 6.5.1 A cell phone contract for Contractor, (reasonable personal use accepted) 6.5.2 A cell phone contract for the personal assistant of the Contractor, (reasonable personal use accepted) 6.5.3 Internet and data connectivity for the mobile devices and residence of the Contractor. 6.6 It is recorded that the selected representative of the Contractor is residing in Port Alfred in the Eastern Cape and that all travel expenses which include but are not limited to airfare, car hire, fuel, parking and meals to perform in term of this contract will be for the account of the Company, including the weekly travel to and from the offices in Stellenbosch.

7. FEE STRUCTURE 7.1 The Company will pay the Contractor a fixed fee of R50 000 (Fifty Thousand Rands) per month commencing 1 November 2013 for the first 6 (six) months, increasing to R100 000 (One Hundred Thousand Rands) per month thereafter, excluding Value Added Tax, which fee will thereafter escalate at a rate of 10% per year for the duration of the appointment period. 7.2 The Company will pay the Contractor a success fee for every acquisition or disposal made by the Company. The success fee is calculated at a rate of 5.5% on the gross value of the transaction concluded by the Company, excluding Value Added Tax. 7.3 The Contractor will deliver all invoices to the Company on the last day of each calendar month and the Company will make payment thereof on the 7th day of the following month.

Rental Management Agreement: The service agreement was concluded with National Real Estate on 18 February 2014. SERVICE TO BE PROVIDED BY THE CONTRACTOR AND DUTIES AND FEES PERTAINING THERETO 3. SERVICES The Services to be rendered by the Service Provider to Freedom: 1. Intensively marketed to the local community and national, as well as being exposed via the Internet. 2. Credit approval of tenants. 3. Deposit and trust account process. 4. Lease execution. 5. Inspections on occupation and again when the tenant vacates the property, as well as routine building inspections.

224 6. Tenant Maintenance complaints and queries. 7. Collection of monthly and outstanding rentals as well as presentation and action on your behalf that may be necessary for the collection of such rental. 8. Payments are paid on your behalf (e.g. municipal accounts, lift contracts, creditors and any other expenses pertaining to the letting of your property, etc.). 9. Transfer of your balance of payment to the account of your choice. Transfers are done electronically to minimize costs. Any enquiries regarding financial statements, including requests for account reconciliations and tax certificates, can be done with your portfolio manager. 10. Provide and manage all prepaid and smart meters for water and electricity (separately billed). 11. Provide insurance cover for all units under management (separately billed).

4. PROFESSIONAL FEE 4.1 For the Services rendered by the Service Provider to Freedom the service provider will charge a fee. The fee will be calculated on the gross rental collection value of each property. The charges will be levied monthly and are exclusive of vat. The charge will be calculated on a sliding scale based on the number of individual units levied as follows 4.1.1 8% of gross rentals until such time as 500 units are under management 4.1.2 7% of gross rentals until from 501 up until 1 000 units are under management 4.1.3 6% of gross rentals until from 1 001 up until 2 000 units are under management 4.1.4 5,5% of gross rentals until from 2 001 up until 3 000 units are under management 4.1.5 5% of gross rentals for all units over 3 000 units are under management

225 Annexure 22

RISK FACTORS

1. Risks Relating to the Company The Company has a limited operating history, which makes predicting future performance difficult The Company has a limited operating history. The Company was incorporated on 19 July 2012 and, as a result, there is limited financial and other available data with which to evaluate the Company and the feasibility of its investment objectives. The management team has significant experience in the management of a large portfolio of real estate properties and has engaged in other activities in the commercial and residential sub-sectors of the real estate sector. Accordingly, while management has significant experience managing and developing real estate in South Africa, it is not possible to evaluate the Company’s investment objectives and strategy against the historical financial results of the Company or a track record of comparable operational results. There can be no assurances that the Company will be able to successfully implement its investment objectives and strategy, including generating returns for investors, however sound business principles and realistic market assumptions have been adopted to ensure the successful implementation of the business plan. Care has been taken to be realistic and practical in the approach however the presentation of unforeseen and sustained economic volatility within South Africa or internationally, could have a material adverse effect on the Company’s business, financial condition and results of operations.

There can be no assurances that the Company’s assumptions on which its valuations and forecasts are based In valuing the Freedom property portfolio and in developing its financial forecast, the Company has made certain assumptions regarding future tenants of the properties in the Freedom property portfolio which, in certain cases, will determine the amount of rental payments the Company will receive from such tenants. There can be no assurances that the assumptions on which the Company’s forecasts are based are reasonable. Additionally, the forecasts include the assumptions that certain of the acquisitions will be zero rated as regards VAT. Any inaccuracy in the assumptions on which the Company’s forecasts are based could materially impact the adequacy of the Company’s working capital and the accuracy of the financial forecasts included in this pre-listing statement and this could have a material adverse effect on the Company’s business, financial condition and results of operations.

Income from, and expenditures relating to, the Freedom property portfolio, may not develop as expected, and the financial forecasts included in the pre-listing statement may prove to be inaccurate This pre-listing statement contains forward-looking statements regarding, among other things, forecast income and operating profit for the period ended 28 February 2015 and the adequacy of working capital for at least twelve months from the date of this pre-listing statement. These forward-looking statements are based on a number of assumptions, certain of which are subject to significant contingencies and uncertainties. Moreover, the Company’s revenue will be dependent on a number of factors, primarily the timely completion of a development and/or receipt of rent payments. Revenues generated by rent payments may decrease for a number of reasons, including declining occupancy rates, the renewal of leases on less favourable terms to the Company, delinquent rental payments and the insolvency of tenants, the occurrence of which could have an adverse affect on the Company’s ability to achieve the forecasted results included herein. In addition, unanticipated events may adversely affect the actual results the Company achieves in future periods whether or not the Company’s assumptions relating to the forecasts included herein prove to be correct. As a result, the Company’s actual results may vary materially from the forecasts included herein. If any of the foregoing were to materialise, this could have a material adverse effect on the Company’s business, financial condition and results of operations.

226 The due diligence conducted on the Freedom property portfolio may not have identified all material defects, breaches of laws and regulations and/or other deficiencies. In anticipation of the acquisitions, the promoters and the independent property valuer have respectively made site visits and physically inspected the Freedom property portfolio. While the directors believe this level of diligence to be sufficient, there can be no assurances that the Company and its advisors have identified and/or quantified all defects, breaches of law and/or deficiencies affecting the Freedom property portfolio. For example, in some instances, information requested in connection with the Company’s due diligence on the properties in the Freedom property portfolio, including reports regarding environmental matters, was not made available to the Company. Additionally, while the Vendors have provided detailed warranties in relation to the properties in the Portfolio, there can be no assurances that there are no latent or undiscovered defects or deficiencies; unknown options, rights of first refusal, other encumbrances or sale and purchase agreements affecting the Freedom property portfolio; inaccuracies or deficiencies in the Company’s investigation; properties in the Freedom property portfolio might be zoned for different purposes; or other issues affecting the Portfolio, any of which could have a material adverse effect on the Company’s business, financial condition and results of operations.

Uncertainty relating to “developers” with rights of first refusal to develop various target properties In compliance with particular provisions contained in a number of the property acquisition and other agreements, Freedom and its acquiring subsidiaries have granted certain rights of first refusal to a number of entities to either develop, or project manage the development of, the target properties. There is a risk that these developers may not develop the properties timeously and/or develop the properties to an unacceptable level, thereby potentially depriving Freedom from unlocking the full value from its properties. To the extent that such substandard development and/or project management risk materialises, this could have a material adverse effect on the Company’s business, financial condition and operations.

The Company may fail to identify suitable properties for acquisition, fail to obtain necessary capital to finance acquisitions or property developments, fail to integrate acquisitions successfully or incur liabilities in connection with acquisitions A key element of the Company’s strategy is making selective acquisitions of additional commercial and/ or residential properties in South Africa. Future property acquisitions may be limited by the Company’s ability to identify and acquire suitable properties at satisfactory prices. Accordingly, the Company’s ability to make acquisitions or undertake developments of existing properties will depend on its ability to access additional debt funding, funding in the equity and/or debt capital markets or by issuing additional Freedom shares. In addition, the Company is likely to face competition from a variety of other potential purchasers in identifying and acquiring suitable properties, the majority of whom are more established with significantly greater financial resources. Successful integration of newly acquired and/or developed properties into the Company’s operations is likely to be affected by a number of factors. These factors can include the alignment of management, the co-ordination and integration of financial reporting and other software, the time and cost required to refurbish properties to market standard and differences in lease structures and tenant composition. In addition, properties acquired by the Company may be subject to liens or other encumbrances which may limit or restrict the Company’s ability to use such acquired property. The Company may also be exposed to substantial undisclosed or unascertained liabilities embedded in properties that were incurred prior to the completion of the Company’s acquisition of such properties. These liabilities include, in cases where the Company has acquired the entity that previously owned the property, liabilities (including tax liabilities and other liabilities to state entities) to existing tenants, to customers and visitors, to third-party service providers, to creditors or to other persons involved with the properties prior to the acquisition. Any failure to identify suitable properties for acquisition, delay in integrating or inability of the Company to integrate new properties, or failure to uncover potential liabilities associated with target properties in the course of due diligence investigations, could have a material adverse effect on the Company’s business, financial condition and results of operations.

227 The Company’s success depends on its ability to attract and retain key personnel The Company’s success will, to a significant extent, depend on the continued services of its senior management, who have substantial experience in the retail and office real estate sector. In addition, the Company’s ability to continue to identify and acquire suitable properties depends on senior management’s knowledge of, and expertise in, the property markets in which the Company operates. The loss of the services of one or more members of senior management could have a material adverse effect on the Company’s business, financial condition and results of operations.

2. Risks relating to the Freedom Property Portfolio and investments in Real Estate The Company is exposed to risks associated with property development The Company is exposed to risks associated with property development including increased costs, bulk services (availability), materials (supply), strikes, prolonged permitting, environmental issues and litigation from objectors. If any of the risks described above were to materialise, it could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company is exposed to risks associated with property investment and management The Company will own and manage commercial and residential properties and intends to continue to engage in such activities. Revenue earned from the Freedom property portfolio and the management of properties, the value of the Freedom property portfolio and the operating expenses of the Company are subject to a number of inherent general risks, which include, among others: • an increase in the number of vacancies that lead to reduced occupancy rates, which in turn could reduce the Company’s revenue and its ability to recover certain operating costs, such as energy costs, local taxes and service charges, and could result in the Company incurring additional expenses until such property is re-let, including legal and surveying fees and marketing costs; • the Company’s ability to collect rent and recover other expenses from tenants on a timely basis, if at all; • a decline in the amount of rental payments from retail tenants based on such tenants generating less revenues; • the Company’s ability to renew lease terms or management contracts and enter into new leases or management contracts on terms that are no less favourable than current leases/contracts; • competition in the real estate market and the development of competing properties in nodes where properties in the Freedom property portfolio are located; • rising energy and utility costs which the Company may not be able to recover in full, or at all, from its tenants; • the oversupply of rental space may affect the business terms of the leases or occupancy levels within the Freedom property portfolio; • the Company’s ability to manage increases in the cost of services provided by third-party providers and/or increases in the cost of maintaining properties, including the periodic need to refurbish, repair and re-let space and incur other unforeseen capital expenditures; • tenants seeking the protection of insolvency/bankruptcy laws, which could result in delinquent rental and other contractual payments, an inability to collect such payments, the termination of a tenant’s lease or the failure of a tenant to vacate a property in a timely manner, any of which could hinder or delay the sale or re-letting of such property; and • changes in laws and governmental regulations in relation to real estate, including those governing permitted and planning usage, taxes and government charges (such as relating to health and safety and environmental compliance and permitting requirements). In addition, the Company’s ownership of retail properties, although being an insignificant portion, means that it is subject to risks that affect the retail environment generally, including the level of consumer spending, the increase in the prevalence and penetration rates of discount and internet retailers, the willingness of retailers to lease space in the Company’s shopping centres and retailer consolidations. If any of the risks described above were to materialise, it could have a material adverse effect on the Company’s business, financial condition and results of operations.

228 The Company may not have sufficiently diversified its portfolio As a property investment and development company, Freedom is substantially invested in a particular asset class to the exclusion of other investment avenues. As such, the Company is significantly exposed to shocks in the South African and international property markets. Although a 2008-style property downturn is not foreseen, any fluctuations in the property market would have significant effects on Freedom property valuations and its ability to generate rental income. Moreover, while Freedom has diversified to the extent that its properties are spread over commercial, residential and industrial classes, there is little or no evidence to suggest that properties have been diversified over income groupings, and little geographic diversification. To the extent that particular property classes are exposed to economic downturn, this could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company will depend on revenues in the form of rental payments from its commercial and residential tenants, which can be adversely impacted during periods of economic uncertainty The Company’s ability to generate revenues from the Freedom property portfolio is linked to, among other things, occupancy levels, default rates, rental rates and the scope for rental increases. These factors are in turn impacted by the underlying performance of the tenants that rent space in the Freedom property portfolio, which is influenced by a number of general economic factors beyond the Company’s control. These factors include, but are not limited to, the solvency of businesses, the availability of credit, levels of consumer indebtedness, levels of unemployment, business and consumer confidence, gross domestic product growth, seasonal earnings, infrastructure quality, interest rates, trends in house prices, fluctuations in weather, taxation, regulatory changes and energy costs. For example, energy costs in South Africa are expected to increase as mandated by the National Energy Regulator of South Africa and may continue to increase in the future. These cost increases may impact the ability of the Company’s tenants to make rental payments because landlords typically pass a substantial percentage of these energy costs on to their tenants and there can be no assurances that the Company’s tenants will be able to make complete and timely rental payments as they are forced to pay for increasing energy costs. In relation to existing lease arrangements, and as a result of these rising costs, some tenants may make lower rental payments than they have historically made, may be unable to fulfil their rental obligations and/or may seek to negotiate alternative payment terms and arrangements. Furthermore, if the Company is forced to evict a tenant for non-payment or other breach of lease terms, the Company may not be able to re-let such property on terms that are as favourable to the Company as the previous lease agreement, if at all. In addition, the voluntary closure of operations or insolvency of a major tenant, particularly an anchor tenant, may also have a material adverse effect on the property where such tenant is located and could make it substantially more difficult for the Company to lease the remainder of the affected property. During times of economic recession, these risks increase. A deterioration in the financial condition of a significant number of the Company’s tenants, or in any of the Company’s key tenants, including actual tenant failure, could result in a substantial decrease in the Company’s rental income, which could have a material adverse effect on the Company’s business, financial condition and results of operations.

The valuation of the Freedom property portfolio is inherently subjective and is based on valuations conducted by a single independent valuer, and on assumptions that may prove to be inaccurate The valuation of the Freedom property portfolio at R1 561 500 000 is based on the valuation of the independent property valuer The valuation of the Freedom property portfolio is inherently subjective due to, among other factors, the individual nature of each property, its location and the expected future rental revenues from such property. The Freedom property portfolio has been valued by JS Bosman on the basis of the definitions of market value and in accordance with particular valuation methodologies. The concept of “market value” in the Red Book is defined as 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 determining market value, valuers are required to make certain assumptions. Such assumptions may prove to be inaccurate. In particular, the South African real estate market is characterised by a limited amount of publicly available data and research compared to certain other Western countries. The relative lack of data makes it more difficult to assess market values of real estate assets in South Africa than in

229 some Western countries. Incorrect assumptions or flawed assessments underlying a valuation report could adversely affect the Company’s financial condition and potentially limit the Company’s ability to realise a sale price that reflects the stated valuation. In addition, the valuations of the Freedom property portfolio speak only as of their valuation date, and any market volatility after the valuation report may cause significant further declines in the value of the Freedom property portfolio after such date. If the Company acquires additional properties based on inaccurate valuations, the Company’s net assets and results of operations may be adversely affected and there can be no assurances that the estimated yield and annual rental income will prove to be attainable. Any of the foregoing factors could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company faces competition from other property development investors and organisations active in the South African property markets The real estate market in South Africa is highly competitive. The Company faces competition in identifying and acquiring new property assets, cultivating relationships with property developers and key tenants and executing its growth strategy. Competitors include other property portfolio companies, including funds that invest in the region and elsewhere, institutional investors, foreign investors and other retail centre operators, the majority of which are more established with greater financial resources than the Company. Some of the Company’s competition may be willing to accept lower returns on their investments, be less leveraged than the Company, or have properties that are better located with a higher potential for development or quality of facilities than the properties in the Freedom property portfolio. Competition may make it difficult to achieve rents in line with the Company’s expectations and may result in increased pressure to offer new and renewing tenants financial and other incentives when lease contracts are up for renewal. Competitive pressure may also impact the ability of the Company to increase or maintain occupancy levels at properties in the Freedom property portfolio and to maintain or grow utilisation rates at its commercial properties. There are numerous properties that will compete with the Company’s properties. If the Company is unable to react as quickly and effectively as its competitors to market developments, tenant requirements and other pressures, then this could have a material adverse effect on the Company’s business, financial condition and results of operations.

The value of the Portfolio may fluctuate as a result of factors outside the Company’s control The occurrence of events such as an earthquake, an outbreak of an infectious disease or any other serious public health-safety concern or other event outside of the Company’s control could result in a reduction of demand for the properties in the Freedom property portfolio or by tenants of the properties. Furthermore, political unrest, social unrest, strikes, terrorist attacks or war could damage infrastructure or otherwise limit or prevent access to the properties in the Freedom property portfolio or harm the demand for and the value of the Freedom property portfolio. Additionally, an outbreak of disease could, among other things, affect the Company’s ability to provide adequate staffing for one or more of its properties and/or could materially reduce tenant demand. The Freedom property portfolio may be more susceptible to such events beyond its control because its properties are located in South Africa. To the extent that the Company’s tenants are impacted by such events, their ability to continue to honour their obligations under their existing leases could also be adversely affected. The occurrence of any of these events could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company’s consolidated balance sheet and income statement may be significantly affected by fluctuations in the fair market value of the Freedom property portfolio as a result of revaluations Assuming that the properties in the Freedom property portfolio are to be independently revalued on a three-year rolling basis, any increase or decrease in the value of its properties is to be recorded in the Company’s income statement in the period during which the revaluation occurs. As a result, the Company could have significant non-cash revenue gains and losses from period to period depending on the change in fair market value of its properties, whether or not such properties are sold, and could have difficulty maintaining its internal target debt-to-asset ratio and/or other financial measures required under the Company’s existing credit facilities. Any such fluctuations could have a material adverse effect on the Company’s business, financial condition and results of operations.

230 The Company may face restrictions or liabilities under laws and regulations in the jurisdictions in which it operates The Company is required to comply with a variety of laws and regulations promulgated by local, regional and national authorities, including planning, zoning, environmental, water use, fire, health and safety, tax, landlord and tenant and other laws and regulations. If the Company fails to comply with these laws and regulations, the Company may, among other things, have to pay penalties or private damages awards. Changes in existing laws or regulations, or in their interpretation or enforcement, could require the Company to incur additional costs in complying with those laws, or require changes to its investment strategy, operations or accounting and reporting systems, leading to additional costs and tax liabilities or loss of revenue. For example, there could be changes in tenancy laws that limit the Company’s recovery of certain property operating expenses, changes or increases in real estate taxes that cannot be recovered from the Company’s tenants or changes in environmental laws that require significant capital expenditure. In addition, any property or part of any property in South Africa may, at any time, be compulsorily acquired (e.g. expropriated) by a government department or local authority in connection with proposed redevelopment or infrastructure projects. If a compulsory purchase order were made in respect of a property or part of a property, compensation would be payable on the basis of the value of all owners’ and tenants’ proprietary interests in that property at the time of the related purchase as determined by reference to a statutory compensation code, but the compensation could be less than the Company’s assessment of the property’s current market value (or the relevant apportionment of such market value where only part of a property is subject to a compulsory purchase order). While the risk of compulsory purchase and sale may be more likely with respect to vacant land, there can be no assurances that the properties in the Freedom property portfolio will not be subject to compulsory purchase and sale. If any of the foregoing risks were to materialise, it could have a material adverse effect on the Company’s business, financial condition and results of operations.

Real estate investments are relatively illiquid Because investment properties such as those in which the Company intends to invest are relatively illiquid compared to other types of investments, such as securities and smaller properties, the Company’s ability to promptly sell one or more properties in the Freedom property portfolio in response to changing economic, financial and investment conditions may be limited. The property market is affected by many factors, such as general economic conditions, the availability of financing, interest rates, supply and demand and other factors that are beyond the Company’s control. There can be no assurances that the Company will be able to sell any of the Company’s investment properties for the price or on the terms set by the Company, or whether any price or other terms offered by a prospective purchaser would be acceptable to the Company. The Company also cannot predict the length of time needed to find a purchaser and to complete a sale. These factors and any others that would impede the Company’s ability to respond to adverse changes in the performance of any Portfolio property could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company may be involved in disputes with tenants and other commercial parties The Company may be involved in disputes with tenants and/or other commercial parties in the property or related industries. For example, because of the scope and nature of the Company’s operations, it may be involved in commercial disputes with third-party service providers, tenants and customers. Any such dispute could result in litigation between the Company and such commercial parties. Whether or not any dispute actually proceeds to litigation, the Company may be required to devote significant management time and attention to its successful resolution through litigation, settlement or otherwise, which would detract from management’s ability to focus on the Company’s business. Any such resolution could involve the payment of damages or expenses by the Company which may be significant. In addition, any such resolution could involve the Company agreeing to terms that restrict the operation of its business. Any of the foregoing could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company may be insufficiently insured against any or all losses, damage and limitations of use of its properties The Company’s insurance policies are subject to exclusions of liability and limitations of liability both in amount and with respect to insured loss events. There are certain types of losses, generally of a

231 catastrophic nature, such as those caused by earthquakes, floods, hurricanes, terrorism or acts of war that may be uninsurable or for example, in the case of terrorism, are not economically insurable. Inflation, changes in building codes and ordinances, environmental considerations and other factors may also result in insurance proceeds, if any, being insufficient to repair or replace a property if it is damaged or destroyed. In addition, there is a risk of accidents and other events such as vehicle thefts, car-jackings and cash heists involving third-party service providers, tenants and customers at properties owned by the Company. Although the Company has public liability insurance in place that may cover third-party claims, should an accident attract publicity or be of a size and/or nature that is not adequately covered by insurance, it may result in the Company being subject to adverse publicity and/or out-of-pocket costs. Should an uninsured loss or a loss in excess of insured limits occur, the Company could lose capital invested in the affected property as well as anticipated future revenue from that property. In addition, the Company could be liable to repair damage caused by uninsured risks. The Company would also remain liable for any debt or other financial obligation related to that property. There can be no assurances that the level of insurance cover for the Company now or in the future will be sufficient. There can be no assurances that material losses in excess of insurance proceeds will not occur in the future or that any insurance proceeds will be received at all. If such losses occur and are not covered by insurance and the Company has to make a payment, this could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company may be subject to legal, environmental and other claims based on the actions or negligence of tenants, customers and third-party service providers Due to the nature and scope of the Company’s operations, tenants, customers, visitors and third-party service providers are present at the Company’s properties every day. There can be no assurances that the Company will not face legal, environmental or other claims based on the actions or negligence of these parties. For example, should one of the Company’s tenants be negligent in keeping its premises in good repair, this could result in a customer being injured and bringing a claim against the tenant and/or the Company. In addition, should of the Company’s third-party service providers use a hazardous material in servicing one of the Company’s properties, this could cause tenants, customers and/or visitors to bring claims against the Company. Third-party claims of these types may not be covered by the Company’s insurance policies. If any of the foregoing were to materialise, this could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company may be liable for environmental issues relating to its current operations and prior operations and/or the Portfolio While the Company does not currently maintain any cash reserves to pay for potential environmental liabilities and will not likely maintain sufficient cash reserves in the future, the Company may be liable for the costs of removal, remediation or investigation of hazardous or toxic substances located on or in a property the Company owns or leases including instances where such substances are brought to the properties by third-party service providers, tenants or others not employed by or affiliated with the Company. Under South African law, the Company is liable for any damage caused by its properties, even if such damage occurred before the Company acquired such property. The costs of any required removal, remediation or investigation may be substantial. The presence of hazardous or toxic substances, or the failure to remediate such substances properly, may also adversely affect the Company’s ability to sell or lease such property or to borrow using the real estate as security. Laws and regulations, including amendments over time that may prohibit previously allowed activities and/or provide for more severe consequences for breaches of laws, may also impose liability for the release of certain materials into the air or water from a current or former real estate investment, including asbestos, and such release may form the basis for liability to third persons for personal injury or other damages. Other laws and regulations may impose liability for the disturbance of, wetlands or the habitats of threatened or endangered species. Non-compliance with, or liabilities under, existing or future environmental laws and regulations, including failure to hold the requisite permits or licences, could result in fines, penalties, third-party claims and other costs that could have a material adverse effect on the Company’s business, financial condition and results of operations.

232 3. Risks Relating to the Company’s Indebtedness The Company’s ability to make scheduled debt payments in the longer term may be affected by a range of factors, many of which are outside its control The Company will incur a significant amount of debt to finance the development of the projects. The Company’s ability to generate sufficient cash flow to make scheduled payments on its indebtedness in the longer term and its ability to refinance such indebtedness when due will depend on its future financial performance, which will be affected by a range of economic, competitive and business factors. While the directors believe that the Company will have adequate working capital to meet its financial requirements for the next 12 months, there can be no assurances that the Company’s sources of funding will be sufficient to make all scheduled debt payments under the Company’s debt obligations. In certain circumstances, such as a general disruption in global or regional credit markets, the Company’s lenders may have the right to unilaterally demand immediate payment of all amounts owing under the Company’s credit facilities. In addition, financial institutions may re-evaluate funding levels, in particular at times of market distress, and either reduce the level of debt companies are permitted to carry or repossess properties. There can be no assurances that the Company will be able to make scheduled repayments or maintain its existing level of gearing. The Company’s level of indebtedness has important consequences, including, but not limited to: • requiring the Company to use a significant portion of cash flow to service its debt obligations, thereby reducing financial flexibility and cash available to make, if any, distributions to shareholders; • potentially limiting the Company’s ability to borrow additional amounts for working capital, capital expenditure, acquisitions and developments or debt service requirements, or the Company’s ability to refinance existing indebtedness in the longer term; • limiting the Company’s ability to take advantage of acquisition opportunities arising from possible future declines in retail and office real estate prices; and • increasing the Company’s vulnerability to general adverse economic and industry conditions, including increases in interest rates and credit spreads, over the longer term. The Company’s failure to make scheduled debt payments and/or any of the foregoing consequences of the Company’s level of indebtedness could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company is exposed to market risk from interest rate fluctuations An increase in interest rates or an increase in the margins on which financing can be obtained may increase the Company’s financing costs. As the Company may enter into a number of different borrowing facilities and arrangements, if any of the foregoing were to materialise, such could have a material adverse effect on the Company’s business, financial condition and results of operations. Moreover, a component of interest rate risk is the effect which interest rates have on the demand for immovable properties. Since 2012, South Africa has experienced its lowest interest rates in over three decades. As demand for immovable property is substantially influenced by the cost of borrowing, an increase in interest rates is almost certain to cause a dampening in property sales, which would affect Freedom’s ability to dispose of its development properties. Moreover, interest rates generally have a significant effect on property values, and even a small rise in borrowing rates could affect Freedom’s net asset value, and in turn, its share price. To the extent that such an increase in interest rates materialise, this could have a material adverse effect on the Freedom’s business, financial condition and results of operations.

The Company may be subject to significant restrictive debt covenants, which may limit the Company’s financial and operating flexibility The finance facilities that the Company may enter into may contain covenants that significantly restrict its ability to, among other things: interest cover ratio, gearing ratio, minimum net asset value and loan to value ratio. These covenants could limit the Company’s ability to finance its future operations and capital needs and pursue acquisitions, developments and other business activities that may be in the Company’s interest. A general disruption in global or regional credit markets could result in diminished appetite for lending and this may cause the terms on which the Company is able to obtain credit, if at all, to be more restrictive than the terms and covenants currently available to the Company.

233 In the event of a default under either the credit facilities or certain other defaults under other agreements, the lenders may terminate their commitments thereunder and declare all amounts owed to them to be due and payable. Borrowings under other debt agreements that contain cross-default or cross-acceleration provisions may, as a result, also be accelerated and become due and payable. The Company may be unable to pay these debts in such circumstances which could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company’s debt will in all likelihood be secured by the Company’s assets and any failure to meet the Company’s obligations may have an adverse impact on the Company’s business The Company’s indebtedness is expected to be incurred on a secured basis, with the security being granted over Company assets, including the Freedom property portfolio. Additionally, consistent with the Company’s strategy of expansion and development, the Company is likely to incur significant levels of secured debt. If the Company defaults on its secured obligations and the lenders force a sale of any of the secured assets of the Company, there is a risk that the value received may be less than the amount of the secured obligation in which case the lenders would be able to foreclose on the Company’s other assets. In addition, if the lenders seize the Company’s properties that are collateral for the secured obligations, the Company may suffer reputational damage which could result in lender unwillingness to extend additional finance and/or significantly raise the Company’s future borrowing costs. Any of the foregoing factors could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company may be unable to access additional capital, or may be able to access additional capital only on unfavourable terms The Company’s ability to raise funds on favourable terms depends on a number of factors, including the Company’s financial condition, its ability to negotiate new or increased credit facilities and lenders’ estimates of the stability of the Company’s cash flows, as well as general economic, political and capital market conditions and credit availability including any potential adverse impact of the revised capital requirements of Basel III. If the Company seeks to make acquisitions and/or undertake developments or redevelopments of existing properties consistent with its strategy, it will need to issue additional Freedom shares or raise additional equity capital and/or debt financing. There can be no assurances, however, that the Company will be able to raise the necessary capital to make future acquisitions. The occurrences could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company may be subject to legal, environmental and other claims based on the actions or negligence of tenants, customers and third-party service providers Due to the nature and scope of the Company’s operations, tenants, customers, visitors and third-party service providers are present at the Company’s properties every day. There can be no assurances that the Company will not face legal, environmental or other claims based on the actions or negligence of these parties. For example, should one of the Company’s tenants be negligent in keeping its premises in good repair, this could result in a customer being injured and bringing a claim against the tenant and/or the Company. In addition, should of the Company’s third-party service providers use a hazardous material in servicing one of the Company’s properties, this could cause tenants, customers and/or visitors to bring claims against the Company. Third-party claims of these types may not be covered by the Company’s insurance policies. If any of the foregoing were to materialise, this could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company may be liable for environmental issues relating to its current operations and prior operations and/or the Freedom portfolio While the Company does not currently maintain any cash reserves to pay for potential environmental liabilities and will not likely maintain sufficient cash reserves in the future, the Company may be liable for the costs of removal, remediation or investigation of hazardous or toxic substances located on or in a property the Company owns or leases including instances where such substances are brought to the properties by third-party service providers, tenants or others not employed by or affiliated with the Company. Under South African law, the Company is liable for any damage caused by its properties,

234 even if such damage occurred before the Company acquired such property. The costs of any required removal, remediation or investigation may be substantial. The presence of hazardous or toxic substances, or the failure to remediate such substances properly, may also adversely affect the Company’s ability to sell or lease such property or to borrow using the real estate as security. Laws and regulations, including amendments over time that may prohibit previously allowed activities and/or provide for more severe consequences for breaches of laws, may also impose liability for the release of certain materials into the air or water from a current or former real estate investment, including asbestos, and such release may form the basis for liability to third persons for personal injury or other damages. Other laws and regulations may impose liability for the disturbance of, wetlands or the habitats of threatened or endangered species. Non-compliance with, or liabilities under, existing or future environmental laws and regulations, including failure to hold the requisite permits or licences, could result in fines, penalties, third-party claims and other costs that could have a material adverse effect on the Company’s business, financial condition and results of operations.

4. Risks Relating to South Africa

A deterioration of the South African economy in general, and the commercial and residential real estate sector in particular, could have a material adverse effect on the Company’s business, financial condition and results of operations The Company is subject to the risks of ownership and management of property in South Africa. Valuations could fall significantly if economic conditions deteriorate. Future economic downturns may result in reduced tenant demand, net rental income and occupancy levels. Furthermore, the sovereign debt crisis in certain countries has created and may continue to create a significant degree of uncertainty in markets (including retail and office real estate markets) across the world. If this period of uncertainty continues and economic conditions deteriorate further, it is possible that real estate prices and values could decrease in South Africa and/or go through a period of heightened volatility. Limited availability of credit for consumers and businesses may lead to lower levels of consumer spending, increased business failures and difficulties for new tenants in raising start-up capital, which in turn may impact the Company’s ability to secure new tenants and retain existing tenants for the properties in the Freedom property portfolio. Any of these factors have a material adverse effect on the Company’s business, financial condition and results of operations.

Operating in South Africa subjects the Company to risks, including political and economic instability, commercial risks and regulatory risks The Company is incorporated in South Africa and its assets are located entirely in South Africa. As a result, the Company is subject to local political, social and economic risks in South Africa. A substantial portion of the population of South Africa does not have access to adequate education, health care, housing and other services, including water and electricity. Government policies aimed at alleviating and redressing the disadvantages suffered by the majority of citizens under the apartheid government may have an adverse impact on the Company’s operations and profits. Traditionally, South Africa has experienced high levels of crime and unemployment. These problems have impeded investment into South Africa and have prompted the emigration of skilled workers. There has been regional political and economic instability in the countries surrounding South Africa. Any similar political or economic instability in South Africa could have a negative impact on the Company’s ability to manage and operate its South African operations. South Africa is generally considered by international investors to be an emerging market. Emerging markets are typically thought to have certain characteristics and be subject to many risks, including: • adverse changes in economic and governmental policy; • relatively low levels of disposable consumer income; • relatively high levels of crime; • relatively unstable institutions; • unpredictable changes in the legal and regulatory environment; • inconsistent application of existing laws and regulations; and • slow or insufficient legal remedies.

235 There can be no assurances that future political and economic conditions in South Africa will not result in the government adopting different policies in relation to foreign investment, development and ownership of property. Any such changes in policy may result in changes in laws affecting ownership of assets, taxation, rates of exchange, environmental protection, labour relations, repatriation of income, return of capital, nationalisation, expropriation and other areas, any of which may have a material adverse effect on the Company’s business, financial condition and results of operations.

Non-compliance with BBBEE initiatives in South Africa could affect the Company’s business prospects and revenue Under the laws, codes and regulations promulgated by the South African government to promote BEE, the Company is required or encouraged to comply with procurement, employment equity, ownership and other requirements, which are designed to redress historical social and economic inequalities and ensure socio-economic stability in South Africa. The Company’s BEE status is an important factor considered by government and other public bodies in awarding contracts including leases, and may influence relationships with the Company’s tenants, agents, sub-contractors and/or or suppliers as it has a reciprocal effect on their respective BEE statuses. If the Company fails to maintain a sufficient BEE status, among other things, the Company’s ability to obtain and/or maintain leases could be adversely and this could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company is subject to anti-corruption, anti-bribery and anti-money laundering regulations in the jurisdictions in which the Company operates The Company is subject to anti-bribery, anti-corruption and anti-money laundering regulations that prohibit the Company and its employees from, among other things, making improper payments to foreign officials for the purpose of obtaining or keeping business or receiving governmental approvals or permissions. The Company is considering developing and implementing formal controls and procedures to ensure that it is in compliance with these regulations. The implementation of such procedures may be time consuming and expensive, and could result in the discovery of issues or violations with respect to the foregoing by the Company or the employees of such entities, independent contractors, subcontractors or agents of which the Company were previously unaware. Any violations of these laws, regulations and procedures by the Company’s employees, independent contractors, subcontractors and/or agents could expose the Company to administrative, civil or criminal penalties or fines and adversely affect its reputation and the market for the Freedom shares, any of which could have a material adverse effect on the Company’s business, financial condition and results of operations.

5. Risks Related to the Listing

The relative volatility and illiquidity of the JSE may substantially limit your ability to sell Freedom shares at the price and time you desire Investing in securities that trade in emerging markets, such as South Africa, often involves greater risk than investing in securities that trade on larger and more established exchanges and such investments are generally considered to be more speculative in nature. While the JSE is one of the 25 largest stock exchanges in the world, it is substantially smaller, less liquid, more concentrated and generally more volatile than major securities markets in the United States, Europe and Asia. There is also significantly greater concentration of securities than in major securities markets in the United States, Europe and Asia. The relative volatility and illiquidity of the JSE may significantly limit your ability to sell the Freedom shares at the time and price you desire. Any of the foregoing factors could have a material adverse effect on the Company’s business, financial condition and results of operations.

Freedom shares have not previously been publicly traded, and their price may be volatile and fluctuate significantly in response to various factors, in particular the effects of the conclusion of the lock-in period There is currently no public market for Freedom shares, and an active and liquid trading market may not develop or be sustained after the listing. Even if an active and liquid trading market develops, the market price for Freedom shares may vary significantly and may fall below the price as at the date of listing. As a result of fluctuations in the market price of Freedom shares, investors may not be able to sell their Freedom shares at or above the price on the date of listing, if at all. In aggravation of the aforegoing, the

236 Company has entered into certain lock-in arrangements with vendors (who are to become shareholders in Freedom). Should these shareholders choose, at the end of their respective lock-in period, to sell their shares, this could lead to an over-supply in the market, which could have a material adverse effect on the Company’s share price. The market price of Freedom shares may fluctuate in response to many factors, many of which are beyond the Company’s control and not necessarily related to its business, operations or prospects. Factors having a potential impact on the price of Freedom shares include actual or anticipated fluctuations in results of operations, property acquisitions made or announced by the Company or its competitors, circumstances, trends or changes in the markets in which the Company operates, changes to the market’s valuation of other corresponding companies, changes in recommendations by any securities analysts that follow Freedom shares, changes to management and as well as general macroeconomic conditions. Significant volatility in the value of Freedom shares could have a material adverse effect on the Company’s business, financial condition and results of operations.

Shareholders’ claims will be subordinated to claims of creditors of the Company and its subsidiaries The Company will incur indebtedness under the credit facilities in connection with the acquisitions and the Company and/or its subsidiaries may incur additional debt in connection with its future operations. In the instance of any insolvency/bankruptcy involving the Company and/or its subsidiaries, the claims of the creditors of the Company and/or its subsidiaries will, in all likelihood, have priority over the claims of the shareholders.

Shareholders have no right to require the redemption of their Freedom Shares Shareholders have no right to require the redemption of their Freedom Shares. Therefore, there can be no assurances that a shareholder will be able to dispose of its Freedom shares at the price paid or any price, or at all. Accordingly, shareholders may only be able to liquidate or dispose of their Freedom share through a sale of such Freedom shares to third parties in the secondary market.

Future sales and/or new issues of Freedom shares may affect the market price of the Freedom shares and cause shareholders to experience dilution The Company cannot predict what effect, if any, a future sale of Freedom shares will have on the market price of Freedom shares. Sales of substantial amounts of Freedom shares in the public market following the listing, or the perception that such sales could occur, could adversely affect the market price of the Freedom shares and may make it more difficult for holders to sell their Freedom shares at a time and price that they deem appropriate. After the expiry of the relevant lock-up period, the vendors, BEE Partners and the members of the board and senior management who are subject to a lock-up will be free to sell their Freedom shares. Any sales of substantial amounts of Freedom shares in the public market by the vendors, BEE Partners and the members of the board, senior management or other current or future shareholders, or the perception that these sales might occur, could lower the market price of the Freedom shares. If the Company issues additional Freedom shares to raise additional capital, the holders’ ownership interest in the Company may be diluted and the value of potential investors’ investment may be reduced. If any of the foregoing risks were to materialise this could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company’s ability to make distributions in the future depends on several factors There can be no assurances that the Company will make any distributions in the future, and in this regard, the Company has already made clear in the submissions forming part of this pre-listing statement that Freedom’s management have no intention of making distributions in the foreseeable future. Nevertheless, the Company’s ability to make distributions will be affected by a number of factors, including having sufficient distributable income from its own operations and that of its subsidiaries, applicable local laws and regulatory requirements and other restrictions, including, but not limited to covenants in some of the Company’s finance facilities. These laws and restrictions could limit the ability of the Company’s subsidiaries to pay all their cash reserves as interest on their loans from the Company, which could in future restrict the Company’s ability to fund other operations or to make distributions to holders of Freedom shares. If there is a significant deterioration in the value of the Freedom property portfolio to a level where its covenants to its lenders are negatively affected, lenders may require that further distributions be withheld or limited to build up reserves in the Company, and this could have a material adverse effect on the Company’s business, financial condition and results of operations.

237 The acquisition of development rights (including Environmental Assessments) by the Company The Company will undertake property development projects which require the Company to procure certain development rights, permits and approvals from specific regulatory authorities including inter alios, the Department of Water Affairs, the Department of Environmental Affairs and their associated provincial counterparts as well as district and local municipalities. These permits and approvals are required to evidence compliance with zoning, land use and special development frameworks and environmental law. The above mentioned permits and approvals are procured in accordance with specific pieces of legislation including but not limited to the following, the: • Land Use Planning Ordinance 15 of 1985; • the Town Planning and Townships Ordinance 15 of 1986; • National Water Act No. 36 of 1998; • Deeds Registries Act, No. 47 of 1937; • National Environmental Management Act No. 107 of 1998; and • Sectional Titles Act No. 95 of 1986. Failure to obtain these approvals may result in the inability of the Company to legally carry out the development. A potential delay in the procurement of these approvals may result in increased cost or profits not being realised in accordance with the Company’s current financial model, and this could have a material adverse effect on the Company’s business, financial condition and results of operations.

The inability of certain venders to perform in timeously in accordance with Service Level Agreements concluded with the Company A limited number of conveyancers have been awarded contracts to transfer the properties acquired by the Company for purposes of the Freedom property portfolio. The Company is negotiating the terms of Service Level Agreements with these conveyancers, however, notwithstanding such agreements being put into place, the Company cannot confirm with certainty that all the conveyancers shall attend to the registration of all the property within the time periods stipulated in such agreements. In the event that there is a delay in the transfer of the properties to the Company, such failure to register the property into the name of the Company (or its subsidiaries) timeously may have a material adverse effect on the Company’s business, financial condition and results of operations.

The repeal of the Development Facilitation Act No. 67 of 1995 (DFA) and the introduction of new laws to regulate special planning, development and land use The DFA came into operation on 22 December 1995, which is before the Constitution of the Republic of South Africa Act No. 108 of 1996 (the Constitution) came into force. One of the primary objects of the DFA is to create a uniform set of rules to govern the development and use of land within the Republic. The Constitutional Court in the Johannesburg Metropolitan Municipality v Gauteng Development Tribunal and Others case invalidated Chapter V and VI of the DFA resulting in the inability of the DFA to regulate any land use and town-planning or development applications in respect of property situated in the City of Johannesburg Metropolitan Municipality or eThekwini Municipality from 18 June 2010 and property situated in the remainder of the republic from 18 June 2012. The Spatial Planning and Land Use Management Bill was enacted into legislation on 05 August 2013. The Spatial Planning and Land Use Management Act No. 16 of 2013 (SPLUM) aims to address the unconstitutional provisions of the DFA and repeal the DFA in its entirety. The Company has purchased projects from vendors who have utilized the provisions of the DFA in order to procure development or land use rights, in the event that these land use rights are challenged and set aside as a result of such challenge, this could have a material adverse effect on the Company’s business, financial condition and results of operations.

Insolvency risk of vendor pre-existing claims In terms of section 34 of the Insolvency Act No. 24 of 1936 (Insolvency Act), in the event of a “trader” transferring its business, the goodwill thereof or goods or property forming part of such business, except in the ordinary course of business or for securing the payment of a debt, such “trader” must ensure that a

238 notice of the intended transfer is published in the Government Gazette and in two issues of an Afrikaans and two issues of an English newspaper circulating in the district in which the business is carried on. If a vendor is classified as “trader” as contemplated in section 2 of the Insolvency Act and such vendor fails to publish the notices, the sale is void as against the seller’s creditors for a period of 6 (six) months after such transfer and is void as against the trustee of the seller’s estate if sequestrated within the aforementioned time period. The Company cannot confirm that all vendors that may be considered to be traders in terms of the Insolvency Act have published the required notices. Such failure to advertise by the vendors could have a material adverse effect on the Company’s business, financial condition and results of operations. Tax considerations In preparing the forecast, the Company has made certain assumptions and has received advice regarding the implications of the Income Tax Act on the estimated income that the Company may receive. There can be no assurances that the assumptions made in this regard may not be materially affected by a number of factors including change in law or misinterpretation of the tax laws applicable in the calculations required. Accordingly, while the Company has received tax advice from reputable tax advisors, there can be no assurances that the tax advice provided to the Company is and will remain correct for all intents and purposes. In the event that the tax advice provided to the Company is incorrect or invalid or becomes obsolete, the changes required may have a material adverse effect on the Company’s business, financial condition and results of operations. Difficulties associated with the eviction of tenants in residential properties The residential property industry is associated with legislation which affords tenants of residential property with additional protections in the event of eviction pursuant to non payment of rental and illegal occupation. The Prevention of Illegal Eviction from and Unlawful Occupation of Land Act 19 of 1998 (the PIE Act) prohibits unlawful eviction and makes provision for procedures to be followed by property owners in order to legally evict unlawful occupiers of property. The processes detailed in the PIE Act are lengthy and onerous on the property owner. Should residential tenants fail to pay rentals, the Company may be required to follow the processes prescribed by the PIE Act in order to legally evict the unlawful occupiers of the property. A potential delay in the procurement of the eviction of the former tenants may result in increased cost or profits not being realised in accordance with the Company’s current financial model, and this could have a material adverse effect on the Company’s business, financial condition and results of operations.

239 240 PRINTED BY INCE (PTY) LTD REF. W2CF000000