INTEGRATED ANNUAL REPORT 2015

Transcription

1 INTEGRATED ANNUAL REPORT

2 CONTENTS 1 Corporate profile 2 Executive report: Chairman and CEO 5 Report of executives 12 Board of directors 14 Sustainability review 18 Corporate governance report 21 Social and Ethics Committee report 23 Annual financial statements 66 Property portfolio schedule 68 Property portfolio information 71 Notice of annual general meeting 77 Annexure 1 79 Form of proxy IBC IBC Corporate information Shareholders diary

3 INGENUITY Integrated annual report 1 Corporate PROFILE SCOPE OF REPORT This integrated report is in line with the King III Corporate Governance requirements. It covers the group s strategy, financial performance, operational highlights, governance, and social and sustainability overview. We view the reporting requirements as dictated by the JSE Listings Requirements as a means to improve our communication with stakeholders. This integrated report covers the period 1 September to 31 August and has been prepared in line with International Financial Reporting Standards. NATURE OF BUSINESS Ingenuity derives its income from rentals received from property investments. The portfolio comprises offices, retail, gymnasiums, light industrial and parking situated predominantly in the Western Cape with a gross lettable area of m 2 and land with a combined site area of m 2 for future development. The total value of the property portfolio amounts to R3.3 billion, which includes investment properties under development of R247.1 million. Ingenuity Property Investments Limited ( Ingenuity or the Company ) is a property investment company with its core strategic focus to acquire and develop or redevelop properties within the Western Cape region. The annual financial statements have been audited in compliance with the requirements of the South African Companies Act 71 of 2008 by Mazars, were approved by the board of directors on 3 November and published on 5 November. PREPARER OF THE ANNUAL FINANCIAL STATEMENTS In compliance with the disclosure requirements of the South African Companies Act 71 of 2008, the annual financial statements have been prepared by Lauren Combrink B.Compt (Hons), CTA, CA (SA) under the supervision of Mr M Wagenheim, B.Com (Hons), CTA, CA (SA).

4 2 Executive Report: Chairman and CEO Arnold Maresky Rodney Squire-Howe Ingenuity is pleased to announce another solid year of good performance. Our investment property portfolio has grown from R2.5 billion to just over R3 billion whilst investment property under development has grown from R183 million to R247 million. The focus has remained geographically centralised with an emphasis to grow through quality property deals and value-add propositions. Development remains a core function as this allows creation of new age and enduring assets. Many milestones were achieved during the year relating to development projects, creating exciting growth prospects in the years ahead. The resultant effect of the above has been growth in net asset value per share by 17% from 94 cents to 110 cents. The increase in size of the asset base has also increased our earnings capacity substantially with contractual income from investment property growing to R271.8 million (: R221.9 million). A brief synopsis of the year s achievements is as follows. PROPERTY ACQUISITIONS CONCLUDED Pinewood Park, situated in Forest Drive, Pinelands for a consideration of R32.5 million. This property is currently fully let and was acquired for further development potential as it includes a large portion of vacant land. 167 Rivonia Road, Morningside, in the heart of Sandton, with an eight year fully repairing lease, for a consideration of R40.5 million. 64 White Road, Tokai, a prime high-tech industrial building for a consideration of R124.5 million. Subsequent to year-end a further five properties were also acquired: Ramsay Media, Howard Drive, Pinelands for R25.5 million. State House, Rose Street, Cape Town for R35 million. The property is situated in the vibrant De Waterkant area and is ideal for redevelopment. Toffee Lane and Claremont Central, situated in Claremont, for a combined consideration of R105 million and Laurel Lane, Claremont for R1.475 million. These three properties form part of an entire block in the heart of Claremont that Ingenuity owns directly opposite Cavendish Square. The combined site area of the three acquisitions together with the three properties already owned is m 2. This will allow for future prime development potential of approximately m 2 of bulk. DEVELOPMENT INITIATIVES The development of 19 Louis Gradner was completed at a value of R55 million. Almost the entire property has been let, barring 70 m 2. Planning approval has been obtained for a further building on the Reeds site on the Foreshore. This opportunity of approximately m 2 of offices facing the main freeway into Cape Town will add significant value going forward. Planning application has been made for the redevelopment of the Food Lovers building in Claremont. This scheme will comprise m 2 adjacent to Cavendish Square. We commenced the development of Aurecon 2 in March. This project is earmarked to be our second 5-Star Green building and is set for completion in February The building, consisting of m 2 of premium grade offices, has been let on a long lease to Aurecon South Africa Proprietary Limited. The total estimated capital expenditure is R100 million. Formal planning approval for our development to be known as 117 Strand Street was obtained in August. We also obtained demolition permits for the project and are in discussion with a few potential anchor tenants. We are hoping to commence construction during the first quarter of This mixed-use scheme will comprise approximately m 2 of retail, m 2 of premium grade offices and 52 residential apartments. Anticipated completion of the project is the first quarter of The total estimated capital expenditure is R560 million. PV solar plant. We completed the installation of one of the largest PV solar plants in the Cape CBD, spreading over m 2 on the roofs of the Parkalot and Atlantic Centre buildings. The plant is capable of producing KWH per annum, an energy output equivalent to that required to power around 100 medium-sized households. The total capital expenditure is R8 million. GENERAL Ingenuity remains a focused boutique operation. Our commitment is to create enduring wealth for shareholders, focusing on quality assets. The group is pleased to announce its annual distribution to shareholders of 3.5 cents per share. This represents a 40% increase when compared to the prior year. Our thanks go to the executive team for their dedication and commitment to the success of the group and to the shareholders for their support and encouragement. Rodney Squire-Howe Chairman Cape Town 5 November Arnold Maresky Chief Executive Officer

5 INGENUITY Integrated annual report 3 PV SOLAR PLANT

6 4 MAZARS HOUSE

7 INGENUITY Integrated annual report 5 REPORT OF EXECUTIVES Key financial indicators Total contractual rental income Investment property portfolio at fair value Investment properties under development Growth of asset base (%) Borrowings Loan to value ratio (%) Market capitalisation at year-end Number of shares in issue (net of treasury shares) Headline earnings per share (cents) Dividend per share (cents) Basic earnings per share (cents) Net asset value per share (cents) Growth in net asset value (%) GENERAL Ingenuity has continued on its drive to grow a focused niched property investment business. It has maintained and built a portfolio that will continue to deliver solid performance through years to come. The development focus has provided us with a unique ability to extract maximum value in both new grass root developments and building refurbishments. Our portfolio maintains its Western Cape flavour and provides us with a platform to perform strongly in a market best known to us. Our focus remains on quality deals, leases with blue-chip tenants and strong enduring cash flows. During the year under review the total asset base, including development assets completed, increased in value by R553.6 million or 20% (due mainly to acquisitions of new properties, completion of property developments and fair value adjustments), whilst borrowings were maintained at appropriate levels. The increase in investment properties, due to properties acquired and developments completed, resulted in a substantial increase in contractual revenues, and, together with the fair value adjustments to investment properties, resulted in a significant increase in the deferred tax liability at year-end. The vacancy percentage of GLA as at year-end was 3.3%, but has subsequently reduced to 1.7%. This is below the industry norm and is attributable to proactive asset management. The group remains focused to unlock land value and timeously deliver properties under development. BORROWINGS The group achieved a weighted average borrowing cost of 8.20% (: 7.98%). Total borrowings at year-end amounted to R1.991 billion (: R1.579 billion) all of which is floating at rates linked to prime. The increase in borrowings for the current year came about as a result of the acquisition of multiple properties during the year and borrowings on the completion of the redevelopment of 19 Louis Gradner. Total cash on hand at year-end amounted to R28.8 million (: R34.6 million). Excess cash is applied to reduce borrowings or to grow the asset base, where appropriate. At year-end the group has facilities/cash on access amounting to R130.1 million. The group s loan to value ratio is 60% (: 56%) at year-end. This is considered acceptable considering the development nature of the group and the fact that we seek to maximise growth of the business through leverage of the group s own core asset base. Management is reviewing strategies to reduce debt. Subsequent to year-end and as part of our hedging strategy, two five year swaps totalling R500 million at an average all-in rate of 9.68% were implemented. The current portion of borrowings comprise mainly loans maturing within the next 12 months. It is Ingenuity s intention to renew these loans. PROSPECTS has been another significant year for Ingenuity. Despite volatility and uncertainty prevailing in many markets the Company remains well poised for good growth. Our Cape-based assets are considered to be very attractive and there remain excellent prime development opportunities in our portfolio. The focused approach will continue to deliver solid investment returns.

8 6 Core investment portfolio CBD LOCATION, CAPE TOWN REEDS HOUSE Retail / Offices Erf 250, 20 Christiaan Barnard Street, Cape Town PARKALOT Parking garage Erf 250, Jack Craig Street, Cape Town 31 MARTIN HAMMERSCHLAG Retail / Offices Erf 30, Martin Hammerschlag Way, Cape Town 33 MARTIN HAMMERSCHLAG Retail / Offices / Other Erf 145, Martin Hammerschlag Way, Cape Town ATLANTIC CENTRE Retail / Offices Erf 34, 22 Christiaan Barnard Street, Cape Town 19 LOUIS GRADNER Retail / Offices / Other Erf 31, 19 Louis Gradner Street, Cape Town NEWSPAPER HOUSE Retail / Offices / Other Erf 9420, 122 St Georges Mall, Cape Town VIRGIN ACTIVE, LOWER LONG STREET Gym Erf 205 and Erf 211, Lower Long Street, Cape Town 17 LOWER LONG STREET Offices Erf 162, 17 Lower Long Street, Cape Town TYGER VALLEY SANTAM 1 Offices Erf 32140, 1 Sportica Crescent, Tyger Valley, Cape Town SANTAM 2 Offices Erf 32140, 1 Sportica Crescent, Tyger Valley, Cape Town GLACIER PLACE Offices Erf 32140, 1 Sportica Crescent, Tyger Valley, Cape Town 142 EDWARD STREET Offices Erf 38063, 142 Edward Street, Tyger Valley, Cape Town

9 INGENUITY Integrated annual report 7 SOUTHERN SUBURBS FOOD LOVER S MARKET, CLAREMONT Retail Erf 57393, Vineyard Road, Claremont, Cape Town 72 ON MAIN Retail Erf 55499, 72 Main Road, Claremont 14 DREYER STREET Retail / Offices Erf , Claremont, Cape Town VINEYARD CENTRE Retail / Offices Erf 58055, Cnr Vineyard Road and Dreyer Street, Claremont PALMYRA JUNCTION Retail / Offices Erf 17, 9 Palmyra Road, Claremont (Leasehold) PINEWOOD PARK Offices Erf 4164, 98 Forest Drive, Pinelands CENTURY CITY, CAPE TOWN AURECON 1 Offices Erf 6952, 1 Century City Drive, Century City, Cape Town ESTUARIES NO. 1 Offices Erf 6497, 12 The Estuaries, Century City, Cape Town GATEWAY Retail / Offices Erf 6569, 2 Century City Boulevard, Century City, Cape Town MAZARS HOUSE Offices Erf 6821, 1 Rialto Road, Grand Moorings Precinct, Century City, Cape Town VIRGIN ACTIVE CENTURY CITY Gym Erf 6563, 5A Century Boulevard, Century City, Cape Town

10 8 Core investment portfolio >> CONTINUED TOKAI TOKAI ON MAIN OFFICE PARK Offices Erf 11518, 2 Tokai Road, Tokai, Cape Town GEORGE TOKAI ON MAIN RETAIL Retail Erf 12770, 3 Tokai Close, Tokai, Cape Town GAUTENG 64 WHITE ROAD Offices / Industrial / Other Erf , 64 White Road, Retreat, Cape Town LOERIE CENTRE Retail / Offices Erf 4769, Cnr Meade and Hibernia Streets, George 167 RIVONIA ROAD Retail Portion 1 of Erf 963, 167 Rivonia Road, Sandton DEVELOPMENT PORTFOLIO UNDER DEVELOPMENT LAND FOR FUTURE DEVELOPMENT ARTIST IMPRESSION ARTIST IMPRESSION ARTIST IMPRESSION ARTIST IMPRESSION AURECON 2 Offices Erf 7054, 1 Century City Drive, Century City THE MODERN Retail / Offices Erf Cnr Bree, Long and Mechau Streets, Cape Town 117 STRAND STREET Retail / Offices / Residential Erf , 117 Strand Street, Cape Town ERF TYGER VALLEY Retail / Offices Erf 38746, Mispel Road, Tyger Valley

11 INGENUITY Integrated annual report 9 ARTIST IMPRESSION 117 ON STRAND

12 10 PORTFOLIO INFORMATION Vacancies Vacancies amount to 3.34% (: 5%) of the total GLA of the portfolio. The vacancy reduced to 1.7% within the first three months post-financial year-end. gross and net costto-revenue ratio Gross expenses are reflected as a percentage of gross income including recoveries. The net cost-torevenue ratio of 12% (: 11%) remains favourable. This is what the Company carries as a landlord. We continue to strive to keep these ratios within the industry norms. Sectoral profile by rentable area The graph depicts the concentration of the portfolio in the office and retail sectors. GEOGRAPHICAL profile by rentable area In line with our core strategy, the bulk of the properties are in the Western Cape. Vacancy profile by sector by rentable area: Total GLA m 2 Gross and net cost-torevenue ratio Sectoral profile by rentable area: Total GLA m 2 Geographic profile by rentable area: Total GLA m 2 Offices 2.72% Retail 0.04% Light industrial 0.58% Let 96.66% Net 12% Gross 31% Offices 66% Retail 22% Light industrial 7% Gym 5% Western Cape 99% Gauteng 1% Lease expiry profile The lease expiries for the financial year 2016 equate to 8% (: 4%) of the total GLA and to 8% (: 3%) of revenue of the portfolio. We continue to take proactive steps to renew all leases well before expiration dates. The graphs below depict a scenario of cumulative vacancies as the result of lease expiries as the years move forward and make no assumptions for letting of vacant space. This is unlikely and in most instances vacancies are taken up or leases are renewed. 47% 40% 8% 8% 13% 18% Lease expiry profile (by revenue) relative to prospective rental income to 31 August % > % 8% 13% 20% 3% Vacant Lease expiry profile (by area) Total GLA m 2 8% > 2020

13 INGENUITY Integrated annual report 11 SALIENT FEATURES >> property portfolio summary % share owned Valuation GLA m 2 Weighted average gross rental per m 2 Core investment property CBD LOCATION Reeds House Parkalot bays 764 per bay 31 Martin Hammerschlag Martin Hammerschlag Atlantic Centre Louis Gradner Newspaper House Virgin Active, Lower Long Street Lower Long Street CENTURY CITY Aurecon Estuaries No Gateway Mazars House Virgin Active, Century City SOUTHERN SUBURBS Food Lovers Market, Claremont on Main Dreyer Street Vineyard Centre Palmyra Junction (owned by subsidiary) * 2 867* 184 Pinewood Park TYGER VALLEY Santam buildings Santam Santam Glacier Place Edward Street TOKAI Tokai on Main Office Park * 69 Tokai on Main Retail * White Road GEORGE Loerie Centre GAUTENG 167 Rivonia Road Cost/ Valuation s Development property and land % share The Modern Erf 38746, Tyger Valley Strand Street Aurecon 2 (currently under construction) * Represents 100% of the property Site area m 2

14 12 Board of Directors RC SQUIRE-HOWE (74) Independent non-executive (Chairman of the board and Nominations Committee) AA MARESKY (48) B.Com, PGDA Executive Chief executive officer J SOLMS (39) B.Acc, B.Compt (Hons), CA (SA) Executive Chief Operating Officer M WAGENHEIM (59) B.Com (Hons), CTA, CA (SA) Executive Chief financial officer, company secretary J BIELICH (58) B.Eng (Civil), B.Eng (Hons) (Project Management), MBA (UCT) Executive Rodney is currently a director of various investment and property companies. During his career he held both executive and director positions in the Norwich Life financial services and insurance group, involved primarily in the financial asset management and property companies of this group. During a 15-year tenure as managing director of the property company he was responsible for the development and management of a prime property portfolio throughout South Africa. Subsequently, he was the co-founder of the Spire Property Services Group and, under the auspices of this group, was the chief executive of the listed Paramount Property Fund which assembled a substantial property and development portfolio throughout South Africa, which was subsequently sold to Growthpoint Properties Limited. With over 21 years experience in the property, construction and financial services industries, Arnold brings to the board a great depth of executive management and property experience. He has served on the board and subcommittees of Paramount Property Fund Limited. He initiated and managed some of Paramount s major property development projects and played a vital role in formulating and driving the fund s strategy and management. He is the primary driver of the growth of Ingenuity and oversees its overall investment strategy and development initiatives. Joan is a chartered accountant who started her career at PricewaterhouseCoopers, where she was an audit manager before joining Nedbank Limited in Joan was a senior relationship manager in the Nedbank Corporate and Property Finance division where she built up a wealth of knowledge in analysing property transactions and finance structuring. She joined Ingenuity in May and was appointed as a director in August. Mark was a partner at Grant Thornton (Chartered Accountants) for 12 years before moving into commerce in the retail, manufacturing and financial services industries. He was also the group financial director of a private financial services group which was listed on the JSE. He has been the financial director of Ingenuity since its listing. John has many years experience in the property industry, involved in viability studies and the marketing of commercial property development and execution of projects. His responsibilities as part of the asset management team are for property performance, portfolio upgrades and redevelopments, as well as new property development initiatives.

15 INGENUITY Integrated annual report 13 LH Cohen (60) National Diploma: Construction Supervisors Non-executive RS SCHUR (77) CA (SA) DB FABIAN (66) Pr.Arch, B.Arch (UCT), MIArch, CIA Independent non-executive AJ BRANCH (50) B.Sc (Hons), MRICS Independent non-executive SUB- COMMITTEE STRUCTURES Audit and Risk Committee RS Schur (Chairman) RC Squire-Howe DB Fabian All the executive directors and a representative of Mazars attend by invitation. Leon is the managing director and co-founder of the Rabie Property Group, one of South Africa s most successful independent property development companies. The Rabie Property Group has pioneered many new concepts for South Africa, including plot and plan housing and public-private sector partnerships. It has won both national and international recognition for many of its award-winning projects and is the developer of the multi-billion rand Century City development in Cape Town. Ray is a chartered accountant and has served in executive positions with some of South Africa s leading retail groups including the JD Group and Woolworths Holdings Limited. He served on the Woolworths Holdings audit committee until June 2005 and was chairman of the Paramount Property Fund s audit committee until February Dennis is the principal and founding partner of Fabian Architects (est. 1975) who have been responsible for many significant property developments in Cape Town. He was a non-executive director of the JSE listed Spearhead Property Group Limited. He is also a director of numerous private property development and investment companies. Andrew is a chartered surveyor with over 23 years experience in commercial property investment, valuation and management. Following a successful nineyear period at CB Richard Ellis Limited, one of the world s largest property advisers, he established Andrew Branch Property Consultants Limited, specialising in advising, representing and overseeing clients property interests. The range of work undertaken includes formulating and implementing strategy, financial management, identifying asset management opportunities, lettings, acquisitions and sales. He is also a director of various property-owning companies. Remuneration Committee RS Schur (Chairman) RC Squire-Howe LH Cohen Nominations Committee RC Squire-Howe (Chairman) LH Cohen RS Schur Social and Ethics Committee RS Schur (Chairman) AA Maresky M Wagenheim Investments and Acquisition Committee RC Squire-Howe (Chairman) AA Maresky J Bielich LH Cohen DB Fabian

16 14 SUSTAINABILITY REVIEW The board acknowledges that it has a responsibility for determining policy and strategic direction on corporate responsibility. As an owner and developer of prime investment properties we understand the impact that the Company can have on the environment and all our stakeholders. Ingenuity has identified its main stakeholders as: shareholders; employees, direct or indirect; tenants and their customers; suppliers and professional consultants; bankers and providers of finance; government and local authorities; and service providers of property services. Stakeholder engagement is important to the Company s ability to deliver on its strategic goals and objectives. The key performance indicators for the current year included: delivering sustainable growth and value creation for stakeholders; success in our aim to acquire good investment and development property opportunities; unlocking value through the refurbishment and renovation of selected properties; meeting the requirements of our tenants; securing optimal banking and lending facilities; maintaining and upgrading existing properties; achieving growth in rental income; curtailing operating cost increases; securing performing tenants and improving tenant mix; minimising vacancies; managing the environmental, health and safety aspects in the development of its properties; and disposal of non-core properties. ENVIRONMENTAL IMPACT The Company is proactive in developing Green Rated properties and in reducing utility consumption in its property portfolio. Its core business does not have a significant impact on the environment. During the development phase of constructing buildings, consultants are employed to advise on the environmental, health and safety aspects, and thereafter to monitor compliance. Particular attention is given to energy and water-saving measures. This includes designing energy-saving techniques and using available technology to achieve sustainable benefits for the Company and its tenants. Through its property administration service provider it seeks to provide a safe, clean and secure environment in each of its properties. Properties are maintained to the highest building standards. SOCIAL IMPACT The Company utilises its executive directors to manage the functions of property acquisitions and disposals, finance, and the monitoring of corporate governance policies. It has contracted out the property management function to experienced property administrators and has ensured that adequate controls exist at the administrator to protect the assets of the Company. Ingenuity indirectly contributes to wealth creation and job creation through the employment of building contractors for the refurbishment and development of its property portfolio. The Company employs three full-time employees other than the executive directors and therefore has no worker participation or employment equity programmes. The Company s ability to achieve its strategic objectives is linked to the growth of the community in which it operates. It therefore focuses its socio-economic initiatives in the areas in which it operates. RISK MANAGEMENT In pursuing its strategic goals, the Company has introduced a formal risk analysis process and has identified certain risk factors that may impact adversely on its ability to achieve its stated objectives.

17 INGENUITY Integrated annual report 15 These major risks are summarised in the following table: Identified risk factor Possible impact Company strategy Progress in current year 1 Global economic crisis 2 Deterioration of the CBD environment Limiting access to capital Uncertain interest rates Reduced income of tenants Increased costs resulting in decreased earnings Decrease in property values Decrease in property values Loss of suitable tenants 3 Tenant default Loss of revenue stream Costs of litigation Reletting risk 4 Vacancies Affecting income streams Not achieving budgets Letting of space at rentals lower than market rentals Maintaining loan to value* ratio Consideration of renewing interest rate swap agreements to hedge portion of the interest on borrowings Negotiating adequate banking facilities Monitoring of vacancies Monitoring of arrears and credit checks on new tenants Monitoring of costs and recoveries Acquisitions committee authorises property acquisitions and ongoing monitoring of property market including rentals and vacancies Close monitoring of nodal developments Engagement with authorities Upgrading of the area by securing upmarket tenants in quality buildings Rigorous credit control Regular tenant engagement Renegotiation of lease rentals and escalations Constant monitoring of arrears Legal costs incurred are charged to the tenants Focus on retaining tenants Maintaining and improving tenant conditions Flexibility in renegotiations, including tenant incentives (i.e. tenant installations) Vacancies are monitored and action taken to fill vacancies Functions are held on completion of new developments to show the space to brokers Upgrading of space in order to attract tenants and let space at market rentals * The loan to value ratio is defined as interest-bearing debt divided by total assets (asset value of all properties and investments). Loan to value* ratio currently 60% (: 56%), is well within the gearing covenant. Directors are monitoring quotes for interest rate swaps. Details of loans renegotiated are contained in note 12 to the annual financial statements. Vacancies on properties have been reduced to 3% from 5% in the prior year. Bad debts are limited to R (: R86 975) for the year. Costs are monitored against budget and the finance team reviews costs on a regular basis to ensure costs recoverable from tenants are recovered. Three investment properties and one development property acquired in current year. Property values have increased in the current year. Fair value adjustment of R192.9 million (: R105.4 million). Ongoing monitoring in progress. Completion of the 19 Louis Gradner redevelopment in the Cape Town CBD and securing tenants for the building, as well as the intended redevelopment in Strand Street in the CBD. Bad debts suffered in the current year limited to R (: R86 975). Vacancies arose on the completion of development properties. Vacancies at year-end were 3% (: 5%). Tenants were secured during the year, thus reducing vacancies. Vacancies decreased to 3% from 5% in the prior year. Some vacant space was upgraded to make the space more attractive to potential tenants.

18 16 SUSTAINABILITY REVIEW >> CONTINUED Identified risk factor Possible impact Company strategy Progress in current year 5 Liquidity and bank covenants 6. Municipal service delivery failures 7 Compliance with laws and regulations 8 Transformation (BBBEE) Inadequate funds for investment opportunities Incurring additional finance costs Non-compliance with the banks loan covenants Financing all of the investment properties and development properties through one bank Inability of tenants to sustain business due to failures such as water, electricity supply and costs Delays in planning and regulatory approvals Inability to transfer property Time spent by employees and the property administrator following up and dealing with the municipalities, detracting from their day-to-day duties Non-compliance with laws and regulations Incurring penalties and legal costs Risks associated with noncompliance. Ingenuity has limited employees 9. Energy crisis Interrupted power supply Tenants incurring losses due to power supply interruptions and potential bad debts 10 Environmental impact Tenants may choose to do business with landlords with Green buildings, solar panel installations and energy/ water management savings systems Tenants electing to choose landlords with solar power Maintaining adequate facilities Timely renegotiation of facilities Accurate budgeting of cash flows and debt obligations Close monitoring of bank covenants Applying for finance with other banks Obtaining of high-quality tenants with low risk of default Direct involvement by directors in obtaining of approvals Direct involvement by executives and professionals in executing approvals and transfers Matters followed up regularly with the municipalities and reference numbers obtained for all queries Close monitoring of corporate governance policies Reputable attorneys are consulted on matters when necessary, including legal advice on laws and regulations, debt recovery and transactions Maintaining highest ethical standards Monitoring by the financial director and audit committee The new BBBEE codes are being evaluated to determine the effect on the Company Installation of solar panels for certain properties on the Foreshore, which will result in a cost saving and reduction in electricity usage Installation of solar panels on other properties will be considered in future Tax allowances can be claimed on the cost of the solar panels Buildings with Green Star ratings are Glacier Place, Aurecon 1 and Aurecon 2 Installation of solar panels as referred to above Properties have been acquired and financed through long-term debt. Certain loans have been renegotiated. See the directors report and note 12 to the annual financial statements. The banks loan covenants have been complied with this year. The Aurecon 1 property has been refinanced by Standard Bank and the Aurecon 2 development is also financed by Standard Bank. Bad debts of R (: R86 975) for the year, which amounts to 0.008% (: 0.04%) of the gross revenue for the year. These are constantly monitored to ensure no significant impact on the business and cash flows. Ingenuity s property portfolio managers are directly involved in dealing with the municipalities as part of their duties, this is monitored by Ingenuity management. No significant non-compliance with laws and regulations has occurred in the financial year. The Company will consult with BBBEE advisers to determine an action plan going forward. The solar panels were installed during the current year. Commencement of the development of Aurecon 2. Refer above.

19 INGENUITY Integrated annual report 17 Claremont Central

20 18 CORPORATE GOVERNANCE REPORT The board of directors is responsible for ensuring that the Company adheres to sound corporate governance principles and is accountable to shareholders, while also considering the interests of other stakeholders. During the financial year under review the directors confirm that the Company has, except where noted, in all material respects applied the King Code on Corporate Governance for South Africa (the King Code ) and the corporate governance provisions in the JSE Listings Requirements and complied with applicable laws and regulations and codes of best business practice. A register relating to the application of the King Code on Corporate Governance is displayed on the Company s website. BOARD COMPOSITION, STRUCTURE AND RESPONSIBILITIES The Company has a unitary board structure with four full-time salaried executive directors and five non-executive directors, ensuring a high level of independence. The composition of the board ensures the necessary skills and experience to objectively judge matters of a strategic nature and to guide and lead the Company in its business effectively and ethically, achieving a balance between conforming to governance constraints and performing in an entrepreneurial way. The board appreciates that strategy, risk, performance and sustainability are inseparable. There is a clear division of responsibility and balance of power and authority. The board is responsible for the proper management and ultimate control of the Company and for monitoring the performance, risk areas and performance indicators of the business. The board has delegated certain functions to subcommittees. The appointment of directors is a matter for the board as a whole. The board is assisted by the nominations committee who makes recommendations on the appointment of new directors, including making recommendations on the composition of the board and the balance between executive and non-executive directors. Appointments to the board are done in a formal and transparent manner. One-third of the non-executive directors are required to retire by rotation at the AGM of shareholders, although they may offer themselves for re-election. In the view of the board the qualifications, experience and personal characteristics of the independent non-executive directors, together with the fact that they have no significant contractual relationships with the Company, ensure that their judgement is exercised independently and in an unfettered way. The independence of non-executive directors is assessed annually by the board, which concluded that these directors remain correctly categorised as independent. The formal board charter details the scope of authority, responsibilities, powers, composition and functioning of the board. It fully embraces the principles of purpose and values, leadership of the highest standard, formulating strategy, balancing performance and conformance, and acts at all times in the interest of all stakeholders. The Company has not implemented formal training and development programmes for directors or a formal evaluation procedure, but has ensured that each individual director has a working understanding of the effect of the applicable laws, rules, codes and standards as applicable to the Company. The Remuneration and Nominations Committees (chaired by the chairman of the Audit and Risk Committee and the Board, respectively) assess the competence and expertise of the directors on a regular basis. The CEO assesses competence and expertise by invitation. INVESTMENT AND ACQUISITION COMMITTEE This committee is responsible for determining and recommending to the board the overall investment strategy of the Company. It reviews investment proposals as presented by the executive directors and is tasked to implement these within the mandates prescribed by the board. The committee s authority level is currently R100 million. Expenditure and investments above this level require ratification by the full board. Capital expenditure up to R10 million may be undertaken by the executive directors. The minimum number of members is five and the committee is chaired by a person appointed by the board. Meetings are held as and when required. Two meetings were held during the current financial year. This committee plays a vital role in the growth and strategic direction of the Company. AUDIT AND RISK COMMITTEE The Company has constituted an Audit and Risk Committee, comprising three independent non-executive directors who are financially literate. The Audit and Risk Committee s primary objective is to assist the board in fulfilling its responsibilities relating to the safeguarding of assets, operation of adequate systems and control processes and the preparation of accurate financial reporting and statements in compliance with all statutory requirements, accounting standards and the requirements of the King Code.

21 INGENUITY Integrated annual report 19 This includes setting the principles for recommending the use of external auditors and other professionals for non-audit services. The Audit and Risk Committee has, during the financial year under review, assessed, evaluated and satisfied itself of the appropriateness of the expertise and experience of the financial director. The chairman is appointed by the board and is an independent non-executive director. The committee has considered the independence of directors with whom the entity transacts and is satisfied that the directors are independent. The committee meets quarterly prior to the quarterly board meetings. Additional meetings are held on an ad hoc basis as and when required. REMUNERATION AND NOMINATIONS COMMITTEEs These committees advise the board on the structure and development of the Company s policy on executive directors remuneration, including advising on policy regarding and recommending non-executive directors remuneration. They also determine and recommend criteria to the board to measure performance of executive directors in discharging their functions and responsibilities. The board recommends non-executive directors remuneration for approval by shareholders annually in advance. The remuneration policy is endorsed by shareholders annually in advance. The committee comprises three non-executive directors and meets annually and when otherwise necessary. DIRECTORS AND OFFICERS INSURANCE Directors and officers enjoy the benefit of liability insurance funded by the Company to cover instances where they could be held personally liable in cases of negligence, default or a breach of duty or trust. The cover excludes liability resulting from criminal, reckless or fraudulent behaviour. The level of cover is reviewed annually to ensure it is appropriate and within legislative requirements. COMPANY SECRETARY The company secretary performs the company secretarial function which ensures that board procedures and relevant legislation and regulation is observed and complied with, and is responsible for preparing meeting agendas and recording minutes of meetings. The company secretary also provides guidance to directors on governance, compliance and fiduciary responsibilities. The board considered, based on a formal assessment by the Audit and Risk Committee, and is of the opinion, that the company secretary, who is a CA (SA), has the requisite competence, knowledge, qualifications and experience to carry out the duties of a company secretary of a public company and, in the performance of his duties as company secretary, is able to effectively perform the role as the gatekeeper of good governance. The company secretary has over eight years experience in the industry and has been acting as company secretary since the company was relisted in The board has ensured through an independent review that the company secretary has adequately and effectively carried out his role and, where necessary, has consulted with external experts to ensure compliance with relevant legislation and rules pertaining to business operations. The company secretary has direct access to, and ongoing communication with, the chairman of the board. The board is satisfied that as far as is reasonably possible, an arm s length relationship between the company secretary and the board is intact. INTERNAL CONTROL The Company strives to maintain internal controls of a standard aimed at ensuring that the systems of financial reporting contain complete, accurate and reliable information and safeguard the Company s assets. The external auditors report to the Audit and Risk Committee and have access to all committees and directors. Due to the size of the executive management structure it is not considered necessary to have an internal audit function. The board has outsourced certain functions of the management of the Company s property portfolio to Rabie Property Administrators Proprietary Limited which has extensive experience and has developed the necessary IT systems to ensure accurate and timely reporting and the board has satisfied itself that adequate controls exist over the collection of rental and payment of pre-authorised expenditure. Internal controls are regularly reviewed by the Audit and Risk Committee and the executive management. RISK MANAGEMENT The board is responsible for the Company s risk management process. The Company has taken all necessary steps to ensure that business-specific operational and strategic risks, emerging risks and risks posed by the external environment are adequately and timeously identified and mitigated on a continual basis. Adequate disaster recovery processes are in place and all insurable risks have been adequately covered. The Audit and Risk Committee monitors and reports to the board on the risks faced by the Company. INFORMATION TECHNOLOGY The board is responsible for information technology governance. The board has aligned IT with the performance and sustainability objectives of the Company. Certain property management functions are outsourced to Rabie Property Administrators Proprietary Limited and IT support is outsourced to MediaCloud Networks Proprietary Limited. IT risks are monitored and evaluated by the

22 20 CORPORATE GOVERNANCE REPORT >> CONTINUED Audit and Risk Committee on a quarterly basis. The committee assesses the following on a quarterly basis: whether information systems are reliable and whether data is relevant, accurate and timely; whether adequate security systems are in place and that adequate backup procedures are in place; whether business interruption and disaster recovery procedures are adequate; and no significant IT risks have been faced by the Company. COMMUNICATIONS WITH SHAREHOLDERS The Company is committed to timeously and effectively communicating to shareholders. Communication with shareholders is based on the principles of timely, balanced, clear and transparent information. Interactions with institutional investors take place at the interim and final results presentations. The most recent and historic financial information is also published on the Company s website. All matters are communicated in a transparent fashion. The board is responsible for ensuring disputes are resolved timeously and effectively, should disputes with shareholders arise. SHARE DEALINGS BY DIRECTORS All dealings are regulated and monitored as required by the Listings Requirements of the JSE Limited. The company secretary biannually advises the directors of the relevant legislative provisions prohibiting dealing in the Company s shares or encouraging others to trade, while in possession of nonpublic, price-sensitive information, or disclosing this information. Details of directors shareholdings are set out in this integrated annual report (refer to the directors report). GOING CONCERN The annual financial statements for the financial year have been prepared on the going concern basis. Based on the Company s positive cash flows and cash balances, the level of unutilised borrowing facilities and the revenue and cash budgets forecast for the 2016 financial year, the directors believe that the Company has adequate resources to continue in operation for the year ahead. The board has processes in place to timeously identify and address underperforming investments. DIRECTORS ATTENDANCE AT MEETINGS The table below sets out the attendance of directors at board and sub-committee meetings held during the year. Attendance is high and indicates an active and committed board. Remuneration and Nominations Committee Investments and Acquisition Committee Board Audit and Risk Committee Social and Ethics Committee Director Status A B A B A B A B A B RC Squire-Howe (Chairman) NE-I AJ Branch NE-I 5 1 AA Maresky E * 1 1* DB Fabian NE-I J Bielich E * 2 2 LH Cohen NE M Wagenheim E * 3 3 RS Schur NE-I Column A is the number of meetings held during the period that a director was eligible to attend. Column B is the number of meetings attended by a director. Note that Mrs Joan Solms was appointed on 28 August and therefore did not attend any of the above meetings. I Independent NE Non-executive E Executive * Attend by invitation

23 INGENUITY Integrated annual report 21 SOCIAL AND ETHICS COMMITTEE REPORT The chairman of the Social and Ethics Committee reports to shareholders on the matters within the committee s mandate for the year ended 31 August as follows. This report is provided in accordance with the Companies Regulations 2011, issued in terms of the South African Companies Act, No. 71 of 2008, as amended. APPOINTMENT AND COMPOSITION The members of the committee were appointed by the board. The members appointed to the committee are Messrs RS Schur (chairman) (independent, non-executive director), AA Maresky and M Wagenheim (executive directors). The company secretary also acts as the secretary of the committee. RESPONSIBILITIES The objectives and responsibilities of the committee are recorded in its written charter and are aligned with the statutory functions as set out in the Companies Regulations The committee has a duty to: monitor social and economic development, governance, employment and environmental activities of the Company; draw matters within its mandate to the attention of the board; and report annually to shareholders at the Company s AGM on the matters within its mandate. MEETINGS AND PROCEDURES The committee met three times during the year under review. CONCLUSION The committee is of the view that the Company takes its environmental, social and governance responsibilities seriously. No substantive non-compliance with legislation and regulation, or non-adherence with codes of best practice, relevant to the areas within the committee s mandate has been brought to its attention. The committee has no reason to believe that any such noncompliance or non-adherence has occurred. The committee recognises that the areas within its mandate are constantly evolving and that management s responses will also evolve as the environmental, social and governance agenda enjoys increased attention from stakeholders. RS SCHUR Social and Ethics Committee Chairman Cape Town 5 November At its meetings the committee reviews a formal checklist of matters required to be considered by the committee with regard to fulfilling its mandate.

24 22 ARTIST'S IMPRESSION ROGGEBAAI CENTRE

25 INGENUITY Integrated annual report 23 ANNUAL FINANCIAL STATEMENTS 24 Directors responsibility for the annual financial statements 24 Declaration by company secretary 25 Audit and Risk Committee report 26 Independent auditor s report 27 Directors report 30 Statements of financial position 31 Statements of profit or loss and other comprehensive income 32 Statements of changes in equity 34 Statements of cash flows 35 Notes to the annual financial statements 65 Analysis of shareholders 66 Property portfolio schedule 68 Property portfolio information ATLANTIC CENTRE (right)

26 24 DIRECTORS RESPONSIBILITY FOR THE ANNUAL FINANCIAL STATEMENTS for the year ended 31 August The Company s directors are responsible for the preparation and fair presentation of the consolidated annual financial statements and separate annual financial statements, comprising the statements of financial position at 31 August, and the statements of profit and loss and other comprehensive income, the statements of changes in equity and statements of cash flows for the year then ended, and the notes to the annual financial statements, which include a summary of significant accounting policies and other explanatory notes, and the directors report, in accordance with International Financial Reporting Standards ( IFRS ), the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee, the JSE Listings Requirements and the requirements of the South African Companies Act No. 71 of The directors responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of these financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. The directors responsibility also includes maintaining adequate accounting records and an effective system of risk management. DECLARATION BY COMPANY SECRETARY In my capacity as company secretary, I hereby confirm, in terms of the South African Companies Act No. 71 of 2008, that for the year ended 31 August, the Company has lodged with the Companies and Intellectual Property Commission all such returns as are required of a public company in terms of this Act and that all such returns are true, correct and up to date. M WAGENHEIM Company Secretary Cape Town 5 November The directors have made an assessment of the group s and the Company s ability to continue as a going concern and have no reason to believe the business will not be a going concern in the year ahead. The auditor is responsible for reporting on whether the annual financial statements are fairly presented in accordance with the applicable financial reporting framework. APPROVAL OF THE consolidated ANNUAL FINANCIAL STATEMENTS AND SEPARATE ANNUAL FINANCIAL STATEMENTS The consolidated annual financial statements and separate annual financial statements of Ingenuity Property Investments Limited were approved by the board of directors on 5 November and are signed on its behalf by AA MARESKY Director (CEO) M WAGENHEIM Director (Financial Director)

27 INGENUITY Integrated annual report 25 AUDIT AND RISK COMMITTEE REPORT We are pleased to present our report to shareholders for the financial year ended 31 August. The Audit and Risk Committee ( the audit committee ) is a formal committee of the board and operates within written terms of reference. The audit committee has an independent role with accountability to both the board and shareholders. The audit committee s responsibilities include the statutory duties prescribed by the South African Companies Act No. 71 of 2008, activities recommended by the King Code and the responsibilities assigned by the board. AUDIT COMMITTEE MEMBERS, MEETING ATTENDANCE AND ASSESSMENT The audit committee meets at least four (4) times a year as required by the charter. The composition and attendance is explained in the corporate governance report. External auditors attended the audit committee meetings. All the executive directors attended the meetings by invitation. ROLES AND RESPONSIBILITIES The audit committee reviews the ongoing effectiveness of the internal financial and operating controls and frameworks on behalf of the board of directors. External auditor appointment and independence The external auditors report to the audit committee who reviews the external audit findings. The audit committee monitors the independence of the external auditors and is of the view that the external auditors are independent of the Company. The audit committee nominates the appointment of external auditors to shareholders of the Company. The audit committee pre-approves contracts for non-audit services to be rendered by the external auditors. The audit committee has satisfied itself that both Mazars and Ms Yolandie Ferreira are accredited with the JSE Limited as required. The minutes of the audit committee meetings are presented to the members of the board for inspection. There is close communication between the board of directors, the audit committee and the external auditors. Areas of control weakness will be brought to the attention of all relevant parties and remedial action will be taken immediately to ensure no loss or misstatement due to inadequacy of the internal control environment. Financial statements and accounting practices The audit committee has evaluated the consolidated annual financial statements and separate annual financial statements of the Company for the year ended 31 August and, based on the information provided to the audit committee, considers that they are prepared in accordance with International Financial Reporting Standards ( IFRS ), the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee, the JSE Listings Requirements and the requirements of the South African Companies Act No. 71 of Financial director The audit committee has considered the competence, experience and qualifications of the financial director, Mr Mark Wagenheim CA (SA) and are satisfied that the financial director has the expertise and experience to perform his role as financial director. GOING CONCERN The audit committee has reviewed the executive management s assessment, including key assumptions, on the going concern status of the Company. The audit committee concurs with the board of directors and executive management that the adoption of the going concern premise in the preparation of the annual financial statements is appropriate. The audit committee has therefore recommended the adoption of the consolidated annual financial statements and separate annual financial statements by the board of directors. RS SCHUR Audit and Risk Committee Chairman Cape Town 5 November

28 26 Independent Auditor s Report to the shareholders of Ingenuity Property Investments Limited We have audited the consolidated and separate annual financial statements of Ingenuity Property Investments Limited set out on pages 30 to 69, which comprise the statements of financial position as at 31 August, and the statements of profit or loss and other comprehensive income, statements of changes in equity and statements of cash flows for the year then ended, and the notes, comprising a summary of significant accounting policies and other explanatory information. DIRECTORS RESPONSIBILITY FOR THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS The Company s directors are responsible for the preparation and fair presentation of these consolidated and separate annual financial statements in accordance with International Financial Reporting Standards and the requirements of the Companies Act No. 71 of South Africa, and for such internal control as the directors determine is necessary to enable the preparation of consolidated and separate annual financial statements that are free from material misstatement, whether due to fraud or error. AUDITOR S RESPONSIBILITY Our responsibility is to express an opinion on these consolidated and separate annual 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 about whether the consolidated and separate annual financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated and separate annual financial statements. The procedures selected depend on the auditor s judgement, including the assessment of the risks of material misstatement of the consolidated and separate annual financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity s preparation and fair presentation of the consolidated and separate annual financial statements 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 consolidated and separate annual financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. OPINION In our opinion the consolidated and separate annual financial statements present fairly, in all material respects, the consolidated and separate financial position of Ingenuity Property Investments Limited as at 31 August, and its consolidated and separate financial performance and consolidated and separate cash flows for the year then ended in accordance with International Financial Reporting Standards, and the requirements of the Companies Act No. 71 of South Africa. OTHER REPORTS REQUIRED BY THE COMPANIES ACT As part of our audit of the consolidated and separate annual financial statements for the year ended 31 August, we have read the directors report, the Audit and Risk Committee report, the company secretary s certificate and the Social and Ethics Committee report for the purpose of identifying whether there are material inconsistencies between these reports and the audited consolidated and separate annual financial statements. These reports are the responsibility of the respective preparers. Based on reading these reports we have not identified material inconsistencies between these reports and the audited consolidated and separate annual financial statements. However, we have not audited these reports and accordingly do not express an opinion on these reports. MAZARS Registered Auditor Partner: Yolandie Ferreira Registered Auditor Cape Town 5 November

29 INGENUITY Integrated annual report 27 DIRECTORS REPORT for the year ended 31 August The directors have pleasure in presenting their report for the year ended 31 August. NATURE OF BUSINESS Ingenuity Property Investments Limited carries on the business of a property investment company in South Africa with its core strategic focus to acquire, develop and redevelop properties predominantly within the Western Cape region. GENERAL REVIEW OF OPERATIONS The results and financial position of the group are set out in the accompanying annual financial statements and notes. The total gross rental income, inclusive of straight-lining rental adjustments, amounted to R298.0 million (: R261.2 million). All assets have been tightly managed and current vacancies have been reduced to 3% (: 5%) and are well within the general industry norms. In the year ahead management expects no material vacancies. At year-end the investment property portfolio was revalued to R million (: R million) which includes the acquisitions during the current year at a cost of R197.5 million (: R961.6 million) and the properties for development which were completed during the current year at a cost of R59.6 million (: R79.4 million) and brought into use; whilst the properties for development were reflected at a fair value of R247.1 million (: R183.4 million). The net asset value per share is 110 cents (: 94 cents). BORROWINGS The Company achieved a weighted average borrowing cost of 8.20% (: 7.98%). Total borrowings at year-end amounted to R million (: R million) all of which is floating at rates linked to prime. The company s loan to value ratio is 60% (: 56%) at year-end and has increased due to increasing borrowings to fund the multiple property acquisitions, the completion of the redevelopment of 19 Louis Gradner and the development of Aurecon 2 which commenced during the current financial year. SHARE CAPITAL The Company s issued share capital consists of (: ) ordinary shares of R0.01 each. The authorised share capital of the Company consists of (: ) ordinary shares of R0.01 each. During the year under review the Group bought back million shares (: nil) at an average purchase price of 86 cents (: n/a). At year-end million (: million) shares are held as treasury shares. The average purchase price of these shares is 61 cents (: 51 cents) which represents a 32% (: 46%) discount to the current net asset value per share. The collective effect of buy-backs results in an enhancement of the net asset value per share. The group will continue, as and when it is opportune, to buy back shares in the open market. DIVIDENDS TO SHAREHOLDERS In respect of the current year the board of directors has declared a final cash dividend of 3.5 cents per share (: 2.5 cents per share), to be paid to shareholders who are registered on the record date of 11 December. The total estimated dividend to be paid by the group is R million (: R million). DIRECTORS As at the date of this report the following directors held office: Non-executive: Messrs RC Squire-Howe (Chairman), AJ Branch, LH Cohen, DB Fabian and RS Schur Executive: Messrs AA Maresky, J Bielich, M Wagenheim and Mrs J Solms (appointed 28 August ) In terms of the memorandum of incorporation the following directors retire at the forthcoming annual general meeting and are eligible for re-election: Messrs RC Squire-Howe and LH Cohen. SECRETARY The company secretary is Mr M Wagenheim. Business and postal address: Suite 102, 1st Floor, Intaba, 25 Protea Road, Claremont, CORPORATE GOVERNANCE The Company s position with regard to corporate governance and internal controls is set out in a separate statement in this integrated annual report.

30 28 DIRECTORS REPORT for the year ended 31 August (continued) DIRECTORS SHAREHOLDINGS As at the reporting date the following shares were held by directors of the Company: Beneficial Direct Indirect Total % held J Bielich AJ Branch LH Cohen DB Fabian AA Maresky RS Schur J Solms RC Squire-Howe M Wagenheim There have been no changes to the director s interests between the end of the reporting period and the date of the directors report. Beneficial Direct Indirect Total % held J Bielich AJ Branch LH Cohen DB Fabian AA Maresky RS Schur RC Squire-Howe M Wagenheim In terms of the Companies Act the executive directors are identified as the prescribed officers with remuneration details as disclosed in note The high percentage of shares held by the directors is evidence of their confidence in and their commitment to the Company.

31 INGENUITY Integrated annual report 29 SUBSIDIARIES The Company directly holds 100% of the issued share capital in a subsidiary company, Withmore Investments 3 Proprietary Limited, which is incorporated in the Republic of South Africa, as presented in note 5 to the annual financial statements. The subsidiary company carries on the business of an investment holding company. The company directly holds 67% of the issued share capital in a subsidiary company, Insight Property Developers (Palmyra Road) Proprietary Limited, which is incorporated in the Republic of South Africa, as presented in note 5 to the annual financial statements. The subsidiary company carries on the business of a property investment company. The company directly holds 100% of the issued share capital in a subsidiary company, Wespin 42 Proprietary Limited, which is incorporated in the Republic of South Africa, as presented in note 5 to the annual financial statements. The subsidiary company carries on the business of a coffee shop/restaurant trading as the Lunch Depot in Atlantic Centre. DIRECTORS INTERESTS IN CONTRACTS The Company contracted with Fabian Architects (partnership) to attend to architectural work completed on19 Louis Gradner during the current financial year. Mr DB Fabian is a director of Ingenuity Property Investments Limited and a partner in Fabian Architects. The contract was made on terms equivalent to those that prevail in the market on an arm s length basis. Refer to note 23. AUDITORS A resolution to appoint Mazars as auditor will be proposed at the annual general meeting scheduled to take place on 22 January EVENTS AFTER THE REPORTING PERIOD The registration of transfer of Erf , Claremont, known as Claremont Central, took place on 2 September at a cost of R85 million and was financed by way of borrowings and internal cash resources. The registration of transfer of Erf 57529, Claremont, known as Toffee Lane, took place on 9 September at a cost of R20 million and was financed by way of borrowings and internal cash resources. The registration of transfer of Remainder Erf 851, Cape Town and Erf 9405, Cape Town, known as State House, took place on 17 September at a cost of R35 million and was financed by way of borrowings and internal cash resources. The registration of transfer of Erf 3549, Pinelands and Remainder Erf 2241, Pinelands, known as Ramsay Media Building, took place on 6 October at a cost of R25.5 million and was financed by way of borrowings and internal cash resources. The Company signed an agreement of sale with the City of Cape Town on 7 September to acquire three small erven (measuring in total 133 m 2 ) known as Laurel Lane in Claremont, which is situated between two properties owned by the Company (72 on Main and 14 Dreyer Street, Claremont) for an amount of R1.475 million. The purchase price will be paid out of cash resources. Transfer is expected to be registered during December. Subsequent to the year-end two five year interest rate swaps totalling R500 million at an average all-in rate of 9.68% were implemented. Other than as mentioned above, there are no other material reportable events after the reporting period which have occurred since the end of the financial year being reported on and the date of this report. SPECIAL RESOLUTIONS The following special resolutions were passed at the annual general meeting of the company held on 23 January : remuneration payable to non-executive directors; authority to provide financial assistance to subsidiaries, related or interrelated companies and entities; and general approval to repurchase shares.

32 30 Statements of financial position at 31 August Notes Group Company ASSETS Non-current assets Investment properties Straight-line lease accrual Investment properties under development Property and equipment Interests in subsidiaries Loans receivable Current assets Trade and other receivables Straight-line lease accrual Prepayments Tax receivable Cash and cash equivalents Total assets EQUITY AND LIABILITIES Shareholders interest Share capital Share premium Treasury shares 11 (52 296) (34 928) Non-distributable reserve Retained earnings Total equity attributable to equity holders of the parent Non-controlling interest Non-current liabilities Borrowings Finance lease Deferred tax Current liabilities Trade and other payables Current portion of borrowings Prepaid rent received Taxation 308 Share-based payment Total equity and liabilities

33 INGENUITY Integrated annual report 31 Statements of profit or loss and other comprehensive income for the year ended 31 August Notes Group Company Revenue Contractual Straight-lining Net operating expenses (85 358) (74 861) (81 758) (70 640) Profit before fair value adjustments Fair value gains on investment and development properties Fair value losses on investment and development properties (29 237) (29 237) Total fair value adjustment Profit before interest and taxation Interest received Interest paid 18 ( ) ( ) ( ) ( ) Profit before taxation Taxation 19 (57 395) (44 777) (55 680) (40 221) Profit for the year Attributable to: Equity holders of the parent Non-controlling interest Basic and diluted earnings per share (cents) Profit for the year Other comprehensive income: To be reclassified subsequently to profit or loss: Cash flow hedges Income tax relating to components of other comprehensive income (403) (403) Other comprehensive income for the year, net of tax Total comprehensive income for the year Total comprehensive income attributable to: Equity holders of the parent Non-controlling interest

34 32 STATEMENTS OF CHANGES IN EQUITY for the year ended 31 August Group Share capital Share premium Treasury shares Non-distributable reserve Sharebased payment Retained earnings Non-controlling interest Balance at 1 September (34 928) Decrease in non-controlling interest (settlement of agreement) (9 808) (9 808) Increase in non-controlling interest business acquired (note 5) Total comprehensive income for the year Profit for the year Other comprehensive income Net change in fair value of cash flow hedge recognised directly in other comprehensive income Issue of shares (note 10) Transfer to non-distributable reserve fair value adjustments to properties (84 816) Dividend paid 1.5 cents per share (17 227) (17 227) Balance at 31 August (34 928) Total comprehensive income for the year Profit for the year Other comprehensive income Purchase of treasury shares (note 11) (17 368) (17 368) Transfer to non-distributable reserve fair value adjustments to properties ( ) Dividend paid 2.5 cents per share (28 988) (28 988) Balance at 31 August (52 296) Comprising: Fair value reserve Total equity

35 INGENUITY Integrated annual report 33 Company Share capital Share premium Non-distributable reserve Sharebased payment Retained earnings Non-controlling interest Balance at 1 September Decrease in non-controlling interest (settlement of agreement) (9 808) (9 808) Total comprehensive income for the year Profit for the year Other comprehensive income Net change in fair value of cash flow hedge recognised directly in other comprehensive income Issue of shares (note 10) Transfer to non-distributable reserve fair value adjustments to properties (78 387) Dividend paid 1.5 cents per share (17 227) (17 227) Balance at 31 August Total comprehensive income for the year Profit for the year Other comprehensive income Transfer to non-distributable reserve fair value adjustments to properties ( ) Dividend paid 2.5 cents per share (28 988) (28 988) Balance at 31 August Comprising: Fair value reserve Total equity

36 34 STATEMENTS OF CASH FLOWS for the year ended 31 August Cash flows from operating activities Notes Group Company Cash generated from operations Interest received Interest paid 21.3 ( ) ( ) ( ) ( ) Taxation received Dividends paid (28 988) (17 226) (28 988) (17 226) Net cash inflow from operating activities Cash flows from investing activities Additions to property and equipment 4 (8 133) (6 609) (8 124) (5 957) Acquisitions/additions to investment properties 2 ( ) ( ) ( ) ( ) Interest capitalised to investment properties and investment properties under development 3 (6 710) (2 778) (6 710) (2 778) Acquisitions/additions to investment properties under development 3 ( ) ( ) ( ) ( ) Prepayments for investment property acquired after year-end 8 (87 646) (104) (87 646) (104) Loans advanced 6 (19 807) (25 961) Loans repaid Business combinations 22 (42 922) Shares acquired in subsidiary 5 (20 719) Net cash outflow from investing activities ( ) ( ) ( ) ( ) Cash flows from financing activities Treasury shares acquired 11 (17 367) Proceeds from the issue of shares Financial liabilities raised Financial liabilities repaid 12 (63 765) (62 000) Repayments of finance lease 13 (254) (225) Proceeds from loan Net cash inflow from financing activities Net (decrease)/increase in cash and cash equivalents (5 827) (5 430) Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year

37 NOTES TO THE ANNUAL FINANCIAL STATEMENTS for the year ended 31 August 1. ACCOUNTING POLICIES INGENUITY PROPERTY INVESTMENTS LIMITED (the Company ) is a company domiciled in South Africa. The consolidated financial statements of the Company as at and for the year ended 31 August comprise the Company and its subsidiaries (together referred to as the group ). The annual financial statements are prepared on the going concern basis and the accounting policies set out below have been applied consistently to all periods presented. 1.1 Basis of preparation (i) Statement of compliance The consolidated and separate annual financial statements have been prepared in accordance with International Financial Reporting Standards ( IFRS ), the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee, the JSE Listings Requirements and the requirements of the South African Companies Act No. 71 of (ii) (iii) (iv) The consolidated and separate annual financial statements were approved by the board of directors on 5 November. Basis of measurement The annual financial statements are prepared on the historical cost basis, except for investment properties, derivative financial instruments and share-based payment liabilities which are measured at fair value. Functional and presentation currency These annual financial statements are presented in South African Rands, which is the group s functional currency. All information presented in South African Rands has been rounded to the nearest thousand. International Financial Reporting Standards The preparation of annual financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. Judgements and estimates made by management in the application of IFRS that have a significant effect on the annual financial statements are discussed in the annual financial statement notes below. 1.2 Basis of consolidation (i) Subsidiaries Subsidiaries are entities controlled by the group. The group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated annual financial statements from the date that control commences until the date that control ceases. The accounting policies of subsidiaries are aligned with the policies adopted by the group. (ii) (iii) Joint operations Jointly held investment properties are classified as joint operations and are accounted for in the group annual financial statements on a line-by-line basis, applying the group s percentage ownership share to the underlying assets, liabilities, income and expenditure. Transactions eliminated on consolidation and accounting policies Inter-group balances and transactions, and any unrealised income and expenses arising from inter-group transactions, are eliminated in preparing the consolidated annual financial statements. The accounting policies of the subsidiaries and joint operations are consistent with those of the holding company. In the Company s separate annual financial statements interests in subsidiaries are stated at cost less accumulated impairment losses. 1.3 Financial instruments (i) Non-derivative financial instruments Non-derivative financial instruments comprise loans receivable, trade and other receivables, cash and cash equivalents, borrowings and trade and other payables. (ii) (iii) INGENUITY Integrated annual report 35 A financial instrument is recognised when the group becomes a party to the contractual provisions of the instrument. Financial assets are derecognised when the group s contractual rights to the cash flows from the financial asset expire or if the group transfers the financial asset to another party without retaining control or substantially all risks and rewards of the asset. Financial liabilities are derecognised when the group s obligations specified in the contract expire or are discharged or cancelled. Non-derivative financial instruments are recognised initially at fair value plus, for instruments not at fair value through profit or loss, any directly attributable transaction costs. Subsequent to initial recognition non-derivative financial instruments are measured as described below. Other non-derivative financial instruments are measured at amortised cost using the effective interest method, less any impairment losses. Finance leases Finance leases are recognised in accordance with the accounting policy for finance leases (accounting policy note 1.10). Financial assets Loans receivable, trade and other receivables and prepayments are classified as loans and receivables and are carried at amortised cost using the effective interest method. Cash and cash equivalents are classified as loans and receivables, and are initially measured at fair value and subsequently at amortised cost using the effective interest method. Letting commission paid is classified as trade and other receivables and amortised to profit and loss over the period of the lease.

38 36 NOTES TO THE ANNUAL FINANCIAL STATEMENTS for the year ended 31 August 1. ACCOUNTING POLICIES (continued) Cash and cash equivalents comprise cash on hand and call deposits and are included as a component of cash and cash equivalents for the purpose of the statement of cash flows. Prepayments for properties acquired subsequent to year-end are presented separately in the statement of financial position. (iv) Financial liabilities Loans, borrowings and trade and other payables are carried at amortised cost using the effective interest method. 1.4 Equity (i) Ordinary shares Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognised as a deduction from equity, net of any tax effects. (ii) Where any subsidiary purchases the Company s equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs (net of income taxes), is deducted from equity attributable to the Company s equity holders until the shares are cancelled or reissued. Where such shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the Company s equity holders. Non-distributable reserves The fair value reserve comprises the cumulative fair value adjustments, net of deferred tax on the investment properties and investment properties under development. (iii) Capital-raising expenses Expenses incurred in the raising of capital are written off against equity if directly related to the equity raised. Indirect expenses relating to the raising of equity are expensed through profit and loss. 1.5 Non-controlling interests Non-controlling interests included in the statement of profit or loss and other comprehensive income and statement of financial position represents the portion of profit or loss and net assets due to the non-controlling interest. Non-controlling interests are presented separately in profit or loss and within equity in the consolidated statement of financial position. 1.6 Dividends Dividends are recognised as a liability in the period in which they are declared. 1.7 Property and equipment (i) Recognition and measurement Items of property and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset. When parts of an item of property and equipment have different useful lives they are accounted for as separate items (major components) of property and equipment. (ii) (iii) Gains and losses on disposal of an item of property and equipment are determined by comparing the proceeds from disposal with the carrying amount of equipment and are recognised net within net operating expenses in profit or loss. Subsequent costs The cost of replacing part of an item of property and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the group and its cost can be measured reliably. The carrying amount of the replaced part is derecognised. The costs of the day-to-day servicing of property and equipment are recognised in profit or loss as incurred. Depreciation Depreciation is recognised in profit or loss on a straight-line basis over the current estimated useful lives of each part of an item of property and equipment. The estimated useful lives for the current and comparative periods are as follows: Computer equipment 3 years Office furniture and fittings 3 to 6 years Owner-occupied property 20 years Solar plant 40 years Depreciation methods, useful lives and residual values are reviewed at each reporting date. 1.8 Impairment (i) Financial assets A financial asset is assessed at each reporting date to determine whether there is any objective evidence that it is impaired. A financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset. (ii) An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the original effective interest rate. Individually significant financial assets are tested for impairment on an individual basis. The remaining financial assets are assessed collectively in groups that share similar credit risk characteristics with reference to prevailing industry trends. All impairment losses on financial assets measured at amortised cost are recognised in profit or loss. An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognised. For financial assets measured at amortised cost the reversal is recognised in profit or loss. Non-financial assets The carrying amounts of the group s non-financial assets, other than investment property, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset s recoverable amount is estimated.

39 INGENUITY Integrated annual report 37 The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing assets are grouped together into the smallest group of assets that generate cash inflows from continuing use that are largely independent of the cash inflows of the other assets or group of assets (the cashgenerating unit ). An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its estimated recoverable amount. Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of cashgenerating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit (group of units) on a pro rata basis. Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. 1.9 Revenue Revenue comprises rental income excluding VAT. Rental income from investment property is recognised in profit or loss on a straightline basis over the term of the lease. Lease incentives granted are recognised as an integral part of the total rental income over the term of the lease. Revenue from the sale of investment and development property is recognised when the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs can be estimated reliably, there is no continuing management involved with the goods and the amount of revenue can be measured reliably. Transfer of risks and rewards depends on the terms of the contract of sale. Rental on leased premises which is received prior to the due date is recorded as a current liability. Contingent rents, including turnover rental, are included in revenue when the amounts can be reliably measured Lease payments Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the lease. A finance lease is a lease that transfers substantially all the risks and rewards incidental to ownership of an asset. Title may or may not eventually be transferred. Finance leases are recognised as assets and liabilities in the statement of financial position at the lower of fair value of the leased land or present value of minimum lease payments discounted at an appropriate interest rate, determined at inception of the lease. Minimum lease payments are apportioned between finance charges and the outstanding liability. The asset has been classified as an investment property in the statement of financial position and is measured in terms of accounting policy Finance income and expenses Finance income comprises interest income on funds invested. Interest income is recognised as it accrues in profit or loss using the effective interest method. Finance expenses comprise interest expense on borrowings. Borrowing costs are recognised in profit or loss using the effective interest method, net of borrowing costs capitalised Borrowing costs capitalised Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised as part of the cost of that asset until such time as the asset is ready for its intended use. The amount of borrowing costs eligible for capitalisation is determined as the aggregate of actual borrowing costs on funds specifically borrowed for the purpose of obtaining a qualifying asset (less any temporary investment of those borrowings) and the weighted average of the borrowing costs applicable to the entity on funds generally borrowed for the purpose of obtaining a qualifying asset. The borrowing costs capitalised do not exceed the total borrowing costs incurred. The capitalisation of borrowing costs commences when expenditures for the asset have occurred when borrowing costs have been incurred and the activities that are necessary to prepare the asset for its intended use or sale are in progress. The capitalisation of borrowing costs is suspended during extended periods in which active development is interrupted and the capitalisation of borrowing costs finally ceases when substantially all the activities necessary to prepare the qualifying asset for its intended use or sale are complete. All other borrowing costs arising on the borrowing of funds are recognised as an expense in profit or loss in the interest paid line item, in the period in which they are incurred Income tax Taxation expense comprises current and deferred tax. Taxation expense is recognised in profit or loss except to the extent that it relates to items recognised directly in equity, in which case it is recognised through other comprehensive income. Current tax is the expected tax payable on or recovered from the taxable income for the year using the tax rates enacted or substantively enacted at the reporting date and any adjustment to tax payable in respect of previous years. Deferred tax is recognised using the balance sheet method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries and joint arrangements to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognised for taxable temporary differences arising on the initial recognition of goodwill.

40 38 NOTES TO THE ANNUAL FINANCIAL STATEMENTS for the year ended 31 August 1. ACCOUNTING POLICIES (continued) Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are off-set if there is a legally enforceable right to off-set current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously. A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which temporary differences can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised Earnings per share The group presents basic and diluted earnings per share ( EPS ) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the group by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares Determination of fair values A number of the group s accounting policies and disclosures require the determination of fair value for both financial and nonfinancial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on methods detailed below. When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability. (i) (ii) Fair value hierarchy The determination of the fair value of financial instruments measured as such in the statement of financial position is made using the fair value measurement hierarchy. The fair value hierarchy is identified in levels as follows: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, prices) or indirectly (that is, derived from prices). Level 3: Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs). Investment property and investment property under development An external, independent valuation company, having appropriate recognised professional qualifications and recent experience in the location and category of property being valued, values one-third of the group s investment property portfolio annually whilst the remaining balance is valued by the directors. Fair values are determined as the price that would be received to sell assets in orderly transactions between market participants at the measurement date. Both the valuers and the directors use either the discounted cash flow method or the capitalisation of net income method or a combination of these methods. Gains or losses arising from changes in the fair values are included in profit or loss in the period in which they arise Property assets (i) Investment property Investment property is property held either to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business, use in the production or supply of goods or services, or for administrative purposes. The cost of investment properties comprises the purchase price and directly attributable expenditure. Subsequent expenditure relating to investment properties is capitalised when it is probable that future economic benefits from the use of the asset will be increased. Expenditure on tenant installations is capitalised and amortised over the period of the lease. The carrying amount of investment properties includes receivables relating to the straight lining of leases. Investment property is measured at fair value (see note 1.15(ii)) with any change therein recognised in profit or loss. Subsequently, unrealised gains, net of deferred tax, are transferred to a nondistributable reserve in the statement of changes in equity. Unrealised losses, net of deferred tax, are transferred against a non-distributable reserve to the extent that the decrease does not exceed the amount held in the non-distributable reserve. On disposal of an investment property the difference between the net disposal proceeds and the fair value at the date of the last valuation is charged to profit or loss. (ii) Investment property under development Investment property under development is classified within investment property, measured initially and subsequently at fair value. The presumption that the fair value of investment property under development can be measured reliably may be rebutted only on initial recognition. If it is determined that the fair value of an investment property under development is not reliably measurable but is expected to be reliably measurable when construction is complete, it is measured at cost until either its fair value becomes reliably measurable or construction is completed (whichever is earlier). At the date of reclassification the difference between fair value and cost is recorded in profit or loss for the period and subsequently transferred to a non-distributable reserve. All costs, including tenant installations directly associated with the purchase and construction of a property, and all subsequent capital expenditures for the development qualifying as acquisition costs, are capitalised. If the resulting carrying amount of the asset exceeds its recoverable amount, impairment is recognised New standards and interpretations adopted In the current year the group has adopted the following standards and interpretations that are effective for the current financial year and that are relevant to its operations: (i) Amendments to IFRS 10, IFRS 12 and IAS 27 The group has adopted these amendments for the first time in this financial reporting period 31 August. These amendments provide an exception to the consolidation requirement for

41 INGENUITY Integrated annual report 39 (ii) (iii) entities that meet the definition of an investment entity under IFRS 10. The exception to consolidation requires investment entities to account for subsidiaries at fair value through profit and loss. The amendment has had no impact on the recognised assets, liabilities and profit and loss of the group. Amendments to IAS 32: Off-setting Financial Assets and Financial Liabilities The group has adopted these amendments for the first time in this financial reporting period 31 August. The amendment clarifies that an entity currently has a legally enforceable right to set-off if that right is not contingent on a future event, and enforceable both in the normal course of business and in the event of default, insolvency or bankruptcy of the entity and all counterparties. The amendments further clarify that gross settlement is equivalent to net settlement if, and only if, the gross settlement mechanism has features that eliminate or result in insignificant credit and liquidity risk, and process receivables and payables in a single settlement process or cycle. The amendment has had no impact on the recognised assets, liabilities and profit and loss of the group. Amendments to IAS 36: Recoverable Amount Disclosures for Non-financial Assets The group has adopted these amendments for the first time in this financial reporting period 31 August. The amendment reverses the unintended requirement in IFRS 13: (iv) Fair Value Measurement to disclose the recoverable amount of every cash-generating unit to which significant goodwill or indefinite-life intangible assets have been allocated. Under the amendments recoverable amount is required to be disclosed only when an impairment loss has been recognised or reversed. The amendment has had no impact on the recognised assets, liabilities and profit and loss of the group. Amendment to IAS 40: Clarification of Scope When Exercising Judgement to Determine Whether an Acquisition of a Property is the Acquisition of an Investment Property or a Business Combination The group has adopted these amendments for the first time in this financial reporting period 31 August. The description of ancillary services differentiates between investment property and owner-occupied property. The amendment clarifies that IFRS 3, not the description of ancillary services in IAS 40, is used to determine if the transaction is the purchase of an asset or business combination. The amendment has had no impact on the recognised assets, liabilities and profit and loss of the group. 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 September or later periods: IFRS/IFRIC Title and details Effective IFRS 5 Non-current Assets held for Sale and Discontinued Operations Annual periods commencing on or after 1 January 2016 IFRS 7 Financial instruments Disclosures Annual periods commencing on or after 1 January 2016 IFRS 9 Financial Instruments Annual periods commencing on or after 1 January 2018 IFRS 10 Consolidated Financial Statements Annual periods commencing on or after 1 January 2016 IFRS 11 (Amendment) Joint Arrangements Annual periods commencing on or after 1 January 2016 IFRS 12 Disclosure of Interests in Other Entities Annual periods commencing on or after 1 January 2016 IFRS 15 Revenue from Contracts with Customers Annual periods commencing on or after 1 January 2018 IAS 1 Presentation of Financial Statements Annual periods commencing on or after 1 January 2016 IAS 16 Property, Plant and Equipment Annual periods commencing on or after 1 January 2016 IAS 34 Interim Financial Reporting Annual periods commencing on or after 1 January 2016

42 40 NOTES TO THE ANNUAL FINANCIAL STATEMENTS for the year ended 31 August 1. ACCOUNTING POLICIES (continued) The group has yet to assess the effect of the above standards and interpretations Financial risk management (i) Overview The group has exposure to the following risks from its use of financial instruments: credit risk; liquidity risk; and market risk. (ii) This note presents information about the group s exposure to each of the above risks; the group s objectives, policies and processes for measuring and managing risk; and the group s management of capital. Further quantitative disclosures are included throughout these financial statements. The board of directors has overall responsibility for the establishment and oversight of the group s risk management framework. The board has delegated the responsibility for developing and monitoring the group s risk management policies to the executive directors. The executive directors report to the board of directors on their activities. The group Audit and Risk Committee oversees how the executive directors monitor compliance with the group s risk management policies and procedures, and reviews adequacy of the risk management framework in relation to the risks faced by the group. Credit risk Credit risk is the risk of financial loss to the group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the group s receivables from customers and other entities and cash and bank balances. Trade and other receivables Trade and other receivables relate mainly to the group s tenants and deposits with municipalities. The group s exposure to credit risk is influenced mainly by the individual characteristics of each tenant. The group's widespread tenant base reduces credit risk. Management has established a credit policy under which each new tenant is analysed individually for creditworthiness before the group s standard payment terms and conditions are offered which include, in the majority of cases, the provision of a deposit of at least one month s rental. When available, the group s review includes external ratings. In monitoring tenant credit risk, tenants are grouped according to their credit characteristics, including whether they are an individual or legal entity, industry, size of business and existence of previous financial difficulties. The group establishes an allowance for impairment that represents its estimate of incurred losses in respect of trade and other receivables. The main component of this allowance is a specific loss component that relates to individually significant exposures. (iii) Cash and cash equivalents Cash and cash equivalents are only invested with reputable financial institutions with high credit quality standing (Absa Bank Limited) and, where applicable, held in trust as governed in terms of section 32(4) of The Estate Agency Affairs Act of Liquidity risk Liquidity risk is the risk that the group will not be able to meet its financial obligations as they fall due. The group s approach to managing liquidity is to ensure, as far as possible, that it always has sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the group s reputation. The group monitors cash flow requirements taking account of rentals receivable on a monthly basis. Surplus funds are utilised to reduce borrowings. Typically the group ensures that it has sufficient cash on demand to meet expected operational expenses, including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters. In addition, the group maintains a line of credit of a R4.45 million overdraft facility that is unsecured. Interest would be payable at the prime bank overdraft rate. The facility is reviewed on an annual basis. (iv) Market risk The group s exposure to interest rate risk relates to bank accounts and deposits, borrowings and other financial liabilities. Market risk is the risk that changes in market prices, such as interest rates, will affect the group s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. (v) Interest rate risk The group s exposure to interest rate risk relates to bank balances and deposits, borrowings and other financial liabilities which are subject to variable market-related interest rates. In order to manage the exposure to changes in interest rates on borrowings, the group may enter into interest rate swaps to fix interest rates. All such transactions are carried out within the guidelines set by the executive directors. No interest rate swaps were entered into at year-end. Capital management The board s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence, and to sustain future development of the business. The board of directors monitors the return on capital, which the group defines as net operating income divided by total shareholders equity. Net operating income is defined as income before fair value adjustments and interest. The board also ensures compliance with borrowings covenants. There were no changes in the group s approach to capital management during the year. The Company and its

43 INGENUITY Integrated annual report 41 subsidiaries are not subject to externally imposed capital requirements Employee benefits Short-term employee benefits Short-term employee benefits include salaries, bonuses and allowances. Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A provision is recognised for the amount expected to be paid if the group has a present legal or constructive obligation to pay the amount and the obligation can be estimated reliably. Share-based payment transactions The group operates a cash-settled share-based payment plan under which the entity receives services from employees as consideration for rights to cash payments based on equity instruments of the group. The fair value of these rights granted in exchange for the employee services rendered is recognised as an expense, with a corresponding increase in liabilities. The amount to be expensed is determined by reference to the fair value of the rights granted and includes market performance conditions (for example share price and dividend yield). The expense is recognised over the vesting period. At the end of each reporting period the group revises its estimates of the fair value of the right and the expense is recognised in profit or loss, with a corresponding adjustment to liabilities Segment reporting The group determines and presents operating segments based on the information that is internally provided to the executive directors, the group s operating decision-making forum. An operating segment is a component of the group that is engaged in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the group s other components. An operating segment s operating results are reviewed regularly by the executive directors to make decisions about resources to be allocated to the segment and assess its performance, and for which distinct financial information is available. Segment results and property-related items that are reported to the executive directors include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items are reported by location and comprise mainly loans and financial liabilities and related expenses, corporate assets and head office expenses, and income tax expenses. The group has the following operating segments: Offices Retail Gym Parking Light industrial Other 1.21 Significant accounting estimates and judgements In preparing the annual financial statements, management is required to make estimates and assumptions that affect the amounts represented in the annual 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 annual financial statements. Significant judgements include: (i) (ii) (iii) (iv) (v) (vi) Share-based payment expense calculation The group uses the Black-Schöles valuation model to determine the fair value of the options granted. The significant inputs into the model are disclosed in note 26. 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 group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made. Investment property and investment properties under development valuations Judgements are made in the valuation of investment properties and investment properties under developments fair values. Fair values are determined as the price that would be received to sell assets in orderly transactions between market participants at the measurement date. Both the valuers and the directors use either the discounted cash flow method or the capitalisation of net income method or a combination of these methods. Changes in market conditions may result in capitalisation rates being revised and the fair value of the investment properties being adjusted significantly. Judgements are made on a per property basis and independent valuers are used in determining the fair value of the investment properties and investment properties under development refer to notes 2 and 3. Consolidation of the Ingenuity Employee Share Trust The trust was established in terms of a trust deed with the objective of holding shares on behalf of employees and was designed to pass the benefits of share ownership on to the employees in the form of share appreciation rights. Funding is provided by the Company and it has the right to appoint the trustees. The Company is exposed to variable returns from the trust as it is exposed to certain changes in the trust s net asset value; the trust also accomplishes the function of remunerating the Company s employees during the vesting period. The Company has therefore concluded that it controls the trust. Classification of finance lease The group has a 45-year lease over land with the option to renew for a further 45 years at the end of the lease. Significant judgement was applied in concluding that the lease of the land was a finance lease. The lease term is for the major part of the economic life of the asset even if title is not transferred to the lessee. Business combination versus asset acquisition The directors have assessed the properties acquired and have concluded that where an acquisition is a business combination

44 42 NOTES TO THE ANNUAL FINANCIAL STATEMENTS for the year ended 31 August in terms of International Financial Reporting Standards, it is accounted for in terms of that standard. The directors consider various factors to determine whether a property acquisition constitutes the acquisition of a business as defined in IFRS 3 or an acquisition of investment property. These factors include whether the business has employees who are required to follow policies and processes related to relevant activities of the business as well as whether the business is capable of being conducted and managed as a business by a market participant. (vii) Property, plant and equipment The determination of the useful life and residual values of property, plant and equipment is subject to estimation. The group reviews the useful lives and residual values of property, plant and equipment at each reporting date. Group Company 2. INVESTMENT PROPERTIES AND RELATED RECEIVABLES Cost Subsequent expenditure Cumulative capitalised interest Fair value adjustment Tenant installations Land subject to finance lease Investment properties Straight-lining of leases long-term receivable short-term receivable Fair value Movement in investment properties and related receivables Carrying value at the beginning of the year Additions Acquisitions through business combinations Transfer from investment property under development Subsequent improvements Fair value adjustment Straight-lining receivable recognised Tenant installations (2 262) (2 166) Fair value at the end of the year Operating lease receivables Non-cancellable operating rentals are receivable as follows: Less than one year Between one and five years More than five years Less straight-line portion ( ) ( ) ( ) ( ) Receivable raised

45 INGENUITY Integrated annual report 43 These investment properties, as disclosed in the property portfolio schedule, are encumbered as per note 12. One-third in number of the investment properties were independently valued at 31 August by Mr MRB Gibbons of Mills Fitchet Magnus Penny Proprietary Limited, a professional valuer with current valuation experience in the location and category of the properties being valued and who is registered with the South African Institute of Valuers. The balance of the investment properties were valued by the directors. The valuations determine the current market value of the properties, taking into account market factors. Fair values are determined as the price that would be received to sell assets in orderly transactions between market participants at the measurement date. Valuation technique The investment properties were valued using a combination of the capitalisation of net income valuation method and the discounted cash flow method of valuation. The capitalisation of net income method assumes a rental stream into perpetuity and uses the capitalisation rate to account for the risk of projected market, business and financial volatility, and to adjust for the sustainability of the cash flow going forward in perpetuity. Once the capitalisation value has been calculated further adjustments are made to the valuations relating to projected costs and values. Bulk space available is also taken into account. The specific adjustments are assessed on a per property basis. The discounted cash flow method calculates a net present value for each property by discounting the forecasted future cash flows and a residual value at the end of the cash flow projection period by the discount rate for the particular property. The residual value is calculated by capitalising the net income forecasted for the year immediately following the final year of the cash flow at the exit capitalisation rate. The net income for the forthcoming financial year is estimated using current lease information, lease escalations, market information and forecast property expenses. Significant unobservable inputs used to calculate the net income include vacancies, future rentals and estimated property expenses. The capitalisation rate takes into account the following: market indicators; lease factors including tenants, duration of leases, rentals compared to market rentals, lease escalations and vacancies; nature of the building; location of the building; and market-related expenses (compared to actual forecast expenses). The discount rate is determined by adding a growth rate per property, based on forecasted market-related rental increases, to the capitalisation rate for the property and tested for reasonability against market data. The capitalisation rate and discount rates are significant unobservable inputs. Significant unobservable inputs used were as follows: A capitalisation rate, ranging between 7.25% and 9% (: 7.5% and 9.5%), has been used. The discount rates applied range between 12.5% and 14.5% (: 13% and 14.25%). The fair value of the properties are sensitive to changes in the significant unobservable inputs. The fair values of the properties would increase or decrease based on increases or decreases in the significant unobservable inputs. Fair value hierarchy The fair value measurement for investment property of R million (: R million) has been categorised as a level 3 fair value based on the inputs to the valuation technique used. Refer to accounting policy 1.15(i) for detail on the fair value hierarchy. A reconciliation of the opening balances to the closing balances for level 3 valuations is disclosed above. Operating lease income represents rentals received by the group for its investment properties. Leases are negotiated for periods up to ten years. Escalations on leases vary between 4.5% and 10% (: 5% and 11.5%) per annum. Contingent rental income for the year amounted to R2.3 million (: R2.1 million).

46 44 NOTES TO THE ANNUAL FINANCIAL STATEMENTS for the year ended 31 August Group Company 3. INVESTMENT PROPERTIES UNDER DEVELOPMENT Cost Subsequent expenditure Cumulative capitalised interest Fair value adjustment (22 421) (22 421) (22 421) (22 421) Carrying value Movement in investment properties under development Carrying value at the beginning of the year Additions Subsequent expenditure Capitalised interest Fair value adjustment (14 790) (14 790) Transfer to investment property (59 584) (79 351) (59 584) (79 351) Carrying value at the end of the year The investment properties under development were valued by the directors and Mr MRB Gibbons of Mills Fitchet Magnus Penny Proprietary Limited, a professional valuer with current valuation experience in the location and category of the properties being valued and who is registered with the South African Institute of Valuers, at fair value, which is the price that would be received to sell assets in orderly transactions between market participants at the measurement date for properties where development has not commenced and market information is available, or at capitalised cost when development has not commenced and market information is not available. Investment properties under development which were measured at fair value were valued on the same basis as investment properties (refer to note 2). The fair value measurement has been categorised as a level 3 fair value. Refer to note 2 describing the valuation techniques and significant unobservable inputs. A reconciliation of the opening balances and closing balances is disclosed above. In the current financial year the development of the property known as 19 Louis Gradner was completed and the carrying value on completion was transferred to investment property and valued using the net income valuation method. These investment properties under development, as disclosed in the property portfolio schedule, are encumbered as per note 12.

47 INGENUITY Integrated annual report 45 Group Company 4. PROPERTY AND EQUIPMENT Cost Computer equipment Furniture and fittings Owner-occupied property Solar plant Accumulated depreciation Computer equipment Furniture and fittings Owner-occupied property Solar plant Carrying value Computer equipment Furniture and fittings Owner-occupied property Solar plant Schedule of movement Opening carrying value Additions Depreciation (238) (143) (116) (88) Closing carrying value Company investments Percentage holding % 5. INTERESTS IN SUBSIDIARIES AND JOINT OPERATIONS Subsidiaries Withmore Investments 3 Proprietary Limited issued ordinary shares of R0.01 each * * Ingenuity Employee Share Trust Insight Property Developers (Palmyra Road) Proprietary Limited 67 issued ordinary shares of R1 each Wespin 42 Proprietary Limited (no par value shares) 100 issued ordinary shares of no par value Total Joint operations The Modern n/a 50 Tokai on Main * Amount less than R Withmore Investments 3 Proprietary Limited was created to hold treasury shares in the Company. The shares held are ordinary shares of R0.01 each. The Ingenuity Employee Share Trust holds shares in the Company as per note 11 below. In the prior year the company purchased 67% of the issued share capital and shareholders loan in Insight Property Developers (Palmyra Road) Proprietary Limited for a total consideration of R43.68 million, which includes the shares for R million. In the prior year the company also acquired 100% of the share capital in Wespin 42 Proprietary Limited for a total consideration of RNil (100 no par value shares). The above joint arrangements are classified as joint operations and are therefore accounted for on a line-by-line basis. The group acquired the remaining 50% of The Modern and now owns 100% of the property held for development, therefore the joint arrangement was terminated. The above subsidiaries and joint operations principal place of business is the Republic of South Africa. %

48 46 NOTES TO THE ANNUAL FINANCIAL STATEMENTS for the year ended 31 August 6. LOANS RECEIVABLE Non-current assets Group Company Ingenuity Employee Share Trust ( Share Trust ) Withmore Investments 3 Proprietary Limited ( Withmore ) Wespin 42 Proprietary Limited ( Wespin ) Insight Property Developers (Palmyra Road) Proprietary Limited ( Insight ) The loans to the Share Trust and Withmore bear no interest and are repayable on demand (: the repayment terms had not been determined). The intention is that these loans will be repaid on realisation of the underlying assets. These loans are carried at cost as they are interest free and are repayable on demand (: no repayment terms). 6.2 The loan receivable from Wespin is unsecured, bears no interest and is repayable on demand (: the repayment terms had not been determined). The loan is carried at cost as it is interest free and is repayable on demand (: no repayment terms). 6.3 The loan receivable from Insight is unsecured, bears interest at prime and is repayable on demand subject to a 12-month notice period (: no repayment terms). 6.4 Credit quality of loans receivable The credit quality of loans receivable are evaluated by management on an ongoing basis. The loans are considered to be recoverable by management based on a review of the value of the underlying assets held by Withmore and the Share Trust and forecasts of future cash flows for Wespin and Insight. Management is of the opinion that the loans are fully recoverable. There were no loans receivable past due or impaired. Group Company 7. TRADE AND OTHER RECEIVABLES Trade receivables Prepayments Deposits Other receivables Unamortised letting commission Trade and other receivables pledged as security Trade receivables are encumbered as per note 12. There were no trade receivables past due or impaired. Credit quality of trade and other receivables The credit quality of trade and other receivables that are neither past due nor impaired are evaluated by management on an ongoing basis and management is satisfied that no trade receivables are impaired. The assessment performed by management is based on payment history and credit ratings of the tenants.

49 INGENUITY Integrated annual report 47 Group Company 8. PREPAYMENTS Capital prepayments for properties acquired subsequent to year-end Prepayments comprise costs and funding for properties acquired for which transfer took place subsequent to year-end. 9. CASH AND CASH EQUIVALENTS Current account Cash on call Cash on hand Deposits Funds in trust SHARE CAPITAL Authorised (: ) ordinary shares of R0.01 (: R0.01) each Issued (: ) ordinary shares of R0.01 (: R0.01) each Reconciliation of the number of shares outstanding Number of shares Number of shares Number of shares Number of shares Opening balance Shares issued* Closing balance * During the year no shares (: shares) were issued. In the prior year shares were issued in terms of vendor placements at prices between R0.80 and R0.90 per share to fund part of the purchase prices of various properties. The unissued shares are under the unrestricted control of the directors until the next annual general meeting.

50 48 NOTES TO THE ANNUAL FINANCIAL STATEMENTS for the year ended 31 August 11. TREASURY SHARES There were two entities created in 2008 that are controlled by the Company. Both of these entities have shareholdings in the Company. Ingenuity Employee Share Trust ( Share Trust ) ordinary shares were issued on 3 March 2008 at R0.50 per share, which were all acquired by this Trust. This Trust is considered to be controlled by the Company and therefore the shares purchased have been accounted for in the group financial statements. The shares were purchased for a consideration of R8.5 million, funded by an interest-free loan made by the Company to the Trust. Withmore Investments 3 Proprietary Limited ( Withmore ) During the year under review the group bought back million shares (: nil) at an average purchase price of 86 cents. At year-end million (: million) shares are held as treasury shares. The average purchase price of these shares is 61 cents (: 51 cents) which represents a 32% (: 46%) discount to the current net asset value per share. A reconciliation of the movement of treasury shares is presented below: Group Treasury shares Number of shares Cost Number of shares Cost Share Trust Withmore Reconciliation of the number of treasury shares Opening balance Shares acquired by Withmore Closing balance

51 INGENUITY Integrated annual report BORROWINGS Facility Facility expiry date Group Company 12.1 Nedbank Facility A R million 31 January Facility B R7.98 million 31 May Facility C R million 31 May Facility D R203.3 million 31 July Facility E R143.1 million 31 January Facility F R million 30 November Facility G R136.1 million 28 February Facility H R200 million 31 July Facility I R62.6 million 30 April Facility J R36 million 31 May Facility K R million 30 September Facility L R100 million 30 September Facility M R44.7 million 31 May Facility N R41 million 31 October Facility O R17 million 31 March Facility P R14.5 million 30 June Facility Q R17.6 million 31 January Facility R R79.6 million 31 January Facility S R11.1 million Refer to point 16 below Facility T R24.4 million 25 May Facility U R100 million 24 June Facility V R23 million 24 January Facility W R28 million 24 January Facility X R65 million 24 October Total borrowings Add: Accrued interest Sub-total Less: Current portion of borrowings (30 981) (2 970) (29 934) (2 234) Net debt-raising fee offset (4 088) (5 776) (4 088) (5 776) Total Nedbank non-current borrowings Nedbank loan terms The loans bear interest at rates linked to prime, ranging between prime and prime less 1.35% (: ranges between prime and prime less 1.35%). Security 1. Facilities A to R and T to X are secured by a cession of all rights, title and interest as lessor in and to all the lease agreements (including lease payments); cession of the insurance policies over the properties and the cession noted against the policies; and cession of the insurance proceeds. 2. In facilities D and F to R were secured by a cession and pledge of a cash deposit of R million; a cession and pledge by Withmore Investments 3 Proprietary Limited of 51 million shares; and a cession and pledge by the Ingenuity Employee Share Trust of 17 million shares, held in the Company. 3. Facility A is secured by a mortgage bond for R30 million over Erf 205, Cape Town with a carrying value of R54 million (: R49.6 million); a cession by the Company (the borrower) of all rights, title and interest in and to the lease agreement entered into between the borrower and Health and Racquet Club Property Participation Limited and Virgin South Africa 1993 Proprietary Limited in respect of Erven 205 and 211, Cape Town; and a cession by the borrower of all rights, title and interest in and to the lease agreement entered into between the Municipality of the City of Cape Town and the borrower in respect of Erf 211, Cape Town.

52 50 NOTES TO THE ANNUAL FINANCIAL STATEMENTS for the year ended 31 August 12. BORROWINGS (continued) 4. Facility B is secured by a mortgage bond for R13.4 million over Erf 57393, Cape Town at Claremont with a carrying value of R20.9 million (: R18.5 million). 5. Facility C is secured by a mortgage bond for R25 million over Erf 38063, Tyger Valley with a carrying value of R35.4 million (: R39.7 million); a cession by the Company (the borrower) of all rights, title and interest in and to the lease agreement entered into between the borrower and Health and Racquet Club Property Participation Limited and Virgin South Africa 1993 Proprietary Limited in respect of Erven 205 and 211, Cape Town; and a cession by the borrower of all rights, title and interest in and to the lease agreement entered into between the Municipality of the City of Cape Town and the borrower in respect of Erf 211, Cape Town. 6. Facilities D, F, G, H and I are secured by mortgage bonds over the following properties with a carrying value of R million (: R million): Erf 205, Roggebaai; Erf 250, Roggebaai; Erven 30 and 145, Roggebaai; One-half share in Consolidated Erf , Cape Town; Erf 38746, Bellville; Erf 32140, Bellville; Erf 4769, George; Erf 38063, Bellville; Erf 57393, Cape Town at Claremont; Erf 34, Roggebaai; Erf 9420, Cape Town; a cession by the Company (the borrower) of all rights, title and interest in and to the lease agreement entered into between the borrower and Health and Racquet Club Property Participation Limited and Virgin South Africa 1993 Proprietary Limited in respect of Erven 205 and 211, Cape Town; and a cession by the borrower of all rights, title and interest in and to the lease agreement entered into between the Municipality of the City of Cape Town and the borrower in respect of Erf 211, Cape Town. 7. Facility E is secured by mortgage bonds over the following properties with a carrying value of R million (: R million): Erf 205, Roggebaai; Erf 250, Roggebaai; Erven 30 and 145, Roggebaai; One-half share in Consolidated Erf , Cape Town; Erf 38746, Bellville; Erf 32140, Bellville; Erf 4769, George; Erf 38063, Bellville; Erf 57393, Cape Town at Claremont; a cession by the Company (the borrower) of all rights, title and interest in and to the lease agreement entered into between the borrower and Health and Racquet Club Property Participation Limited and Virgin South Africa 1993 Proprietary Limited in respect of Erven 205 and 211, Cape Town; and a cession by the borrower of all rights, title and interest in and to the lease agreement entered into between the Municipality of the City of Cape Town and the borrower in respect of Erf 211, Cape Town. 8. Facility J is secured by mortgage bonds over the following properties with a carrying value of R million (: R million): Erf 205, Roggebaai; Erf 250, Roggebaai; Erven 30 and 145, Roggebaai; One-half share in Consolidated Erf , Cape Town; Erf 38746, Bellville; Erf 32140, Bellville; Erf 4769, George; Erf 38063, Bellville; Erf 57393, Cape Town at Claremont; Erf , Cape Town; One-half share in Erf 11518, Constantia; Erf 6569, Montague Gardens; One-half share in Erf 12770, Constantia; Erf 6563, Montague Gardens; Erf 6497, Montague Gardens; Sectional title unit consisting of Section 6 in the Sectional Title Scheme Intaba and Section 2 in the Sectional Title Scheme Crystal Towers ; Erf 34, Roggebaai; Erf 9420, Cape Town; Erven and 55499, Cape Town; Erf 31, Roggebaai; Erf 162, Roggebaai; Erf , Cape Town; and Erf 58055, Cape Town. 9. Facilities K and L are secured by mortgage bonds over the following properties with a carrying value of R million (: R million): Erf 205, Roggebaai; Erf 250, Roggebaai; Erven 30 and 145, Roggebaai; One-half share in Consolidated Erf , Cape Town; Erf 38746, Bellville; Erf 32140, Bellville; Erf 4769, George; Erf 38063, Bellville; Erf 57393, Cape Town at Claremont; One-half share in Erf 11518, Constantia; Erf 6569, Montague Gardens; One-half share in Erf 12770, Constantia; Erf 6563, Montague Gardens; Erf 6497, Montague Gardens; Sectional title unit consisting of Section 6 in the Sectional Title Scheme Intaba and Section 2 in the Sectional Title Scheme Crystal Towers ; Erf 34, Roggebaai; Erf 9420, Cape Town; and Erven and 55499, Cape Town. Facility L was settled during the year. 10. Facility M is secured by mortgage bonds over the following properties with a carrying value of R million (: R million): Erf 205, Roggebaai; Erf 250, Roggebaai; Erven 30 and 145, Roggebaai; One-half share in Consolidated Erf , Cape Town; Erf 38746, Bellville; Erf 32140, Bellville; Erf 4769, George; Erf 38063, Bellville; Erf 57393, Cape Town at Claremont; Erf 31, Roggebaai; One-half share in Erf 11518, Constantia; Erf 6569, Montague Gardens; One-half share in Erf 12770, Constantia; Erf 6563, Montague Gardens; Erf 6497, Montague Gardens; Sectional title unit consisting of Section 6 in the Sectional Title Scheme Intaba and Section 2 in the Sectional Title Scheme Crystal Towers ; Erf 34, Roggebaai; Erf 9420, Cape Town; Erven and 55499, Cape Town; Erf 162, Roggebaai; Erf 58055, Cape Town; Erf , Cape Town; Erven 884 to 892 and Erf 9983, Cape Town; and Erf , Cape Town. 11. Facility N is secured by mortgage bonds over the following properties with a carrying value of R million (: R million): Erf 205, Roggebaai; Erf 250, Roggebaai; Erven 30 and 145, Roggebaai; One-half share in Consolidated Erf , Cape Town; Erf 38746, Bellville; Erf 32140, Bellville; Erf 4769, George; Erf 38063, Bellville; Erf 57393, Cape Town at Claremont; Erf 31, Roggebaai; One-half share in Erf 11518, Constantia; Erf 6569, Montague Gardens; One-half share in Erf 12770, Constantia; Erf 6563, Montague Gardens; Erf 6497, Montague Gardens; Sectional title unit consisting of Section 6 in the Sectional Title Scheme Intaba and Section 2 in the Sectional Title Scheme Crystal Towers ; Erf 34, Roggebaai; Erf 9420, Cape Town; Erven and 55499, Cape Town; and Erf 162, Roggebaai. 12. Facility O is secured by mortgage bonds over the following properties with a carrying value of R million (: R million): Erf 205, Roggebaai; Erf 250, Roggebaai; Erven 30 and 145, Roggebaai; One-half share in Consolidated Erf , Cape Town; Erf 38746, Bellville; Erf 32140, Bellville; Erf 4769, George; Erf 38063, Bellville; Erf 57393, Cape Town at Claremont; Erf 31, Roggebaai; One-half share in Erf 11518, Constantia; Erf 6569, Montague Gardens; One-half share in Erf 12770, Constantia; Erf 6563, Montague Gardens; Erf 6497, Montague Gardens; Sectional title unit consisting of Section 6 in the Sectional Title Scheme Intaba and Section 2 in the Sectional Title Scheme Crystal Towers ; Erf 34, Roggebaai; Erf 9420, Cape Town; Erven and 55499, Cape Town; Erf 162, Roggebaai; Erf 58055, Cape Town; and Erf , Cape Town. 13. Facility P is secured by mortgage bonds over the following properties with a carrying value of R million (: R million): Erf 205, Roggebaai; Erf 250, Roggebaai; Erven 30 and 145, Roggebaai; One-half share in Consolidated Erf , Cape Town; Erf 38746, Bellville; Erf 32140, Bellville; Erf 4769, George; Erf 38063, Bellville; Erf 57393, Cape Town at Claremont; Erf , Cape Town; Erven 884 to 892 and 9983, Cape Town; Erf 31, Roggebaai; One-half share in Erf 11518, Constantia; Erf 6569, Montague Gardens; One-half share in Erf 12770, Constantia; Erf 6563, Montague Gardens; Erf 6497, Montague Gardens; Sectional title unit consisting of Section 6 in the Sectional Title Scheme Intaba and Section 2 in the Sectional Title Scheme Crystal Towers ; Erf 34, Roggebaai; Erf 9420, Cape Town; Erven and 55499, Cape Town; Erf 162, Roggebaai; Erf 58055, Cape Town; and Erf , Cape Town.

53 INGENUITY Integrated annual report Facilities Q and R are secured by mortgage bonds over the following properties with a carrying value of R million (: R million) : Erf 205, Roggebaai; Erf 250, Roggebaai; Erven 30 and 145, Roggebaai; One-half share in Consolidated Erf , Cape Town; Erf 38746, Bellville; Erf 32140, Bellville; Erf 4769, George; Erf 38063, Bellville; Erf 57393, Cape Town at Claremont; Erf 31, Roggebaai; One-half share in Erf 11518, Constantia; Erf 6569, Montague Gardens; One-half share in Erf 12770, Constantia; Erf 6563, Montague Gardens; Erf 6497, Montague Gardens; Sectional title unit consisting of Section 6 in the Sectional Title Scheme Intaba and Section 2 in the Sectional Title Scheme Crystal Towers ; Erf 34, Roggebaai; Erf 9420, Cape Town; Erven and 55499, Cape Town; and Erf 162, Roggebaai. 15. Facilities K, L and N are secured by entire right, title and interest in and to the notarial deed of lease entered into between Passenger Rail Agency of South Africa and Insight Property Developers (Palmyra Road) Proprietary Limited ( Insight ) in respect of the immovable property described as 67% share in the Company in respect of Erf 17, Cape Town; and a limited deed of suretyship in favour of Nedbank whereby Insight binds itself jointly and severally as co-principal debtor with the Company limited to R26.8 million (: R26.8 million) of the Company s indebtedness to Nedbank. Facility L was settled during the year. 16. Facility S is secured by first general covering bond by Insight for R40 million over their entire right, title and interest in and to the notarial deed of lease entered into between Passenger Rail Agency of South Africa and Insight in respect of the investment property owned by Insight with a carrying amount of R80 million (: R76 million); a cession of the rights in and proceeds of any short-term insurance policy taken out over the property and limited deed of suretyship by N Thornton. The loan is repayable in monthly instalments of R (: R ) and will be fully paid up by 28 February Facility T is secured by mortgage bonds over the following properties with a carrying value of R million: Erf 205, Roggebaai; Erf 250, Roggebaai; Erven 30 and 145, Roggebaai; Erf , Cape Town; Erf 38746, Bellville; Erf 32140, Bellville; Erf 4769, George; Erf 38063, Bellville; Erf 57393, Cape Town at Claremont; Erf 31, Roggebaai; One-half share in Erf 11518, Constantia; Erf 6569, Montague Gardens; One-half share in Erf 12770, Constantia; Erf 6563, Montague Gardens; Erf 6497, Montague Gardens; Sectional title unit consisting of Section 6 in the Sectional Title Scheme Intaba and Section 2 in the Sectional Title Scheme Crystal Towers ; Erf 34, Roggebaai; Erf 9420, Cape Town; Erven and 55499, Cape Town; Erf 162, Roggebaai; Erf 58055, Cape Town; Erf , Cape Town; Erf , Cape Town; Erven 884 to 892 and 9983, Cape Town; Portion 1 of Erf 963, Morningside, Extension 35; and Erf 4164, Pinelands. 18. Facilities U, V and W are secured by mortgage bonds over the following properties with a carrying value of R million: Erf 205, Roggebaai; Erf 250, Roggebaai; Erven 30 and 145, Roggebaai; Erf , Cape Town; Erf 38746, Bellville; Erf 32140, Bellville; Erf 4769, George; Erf 38063, Bellville; Erf 57393, Cape Town at Claremont; Erf 31, Roggebaai; One-half share in Erf 11518, Constantia; Erf 6569, Montague Gardens; One-half share in Erf 12770, Constantia; Erf 6563, Montague Gardens; Erf 6497, Montague Gardens; Sectional title unit consisting of Section 6 in the Sectional Title Scheme Intaba and Section 2 in the Sectional Title Scheme Crystal Towers ; Erf 34, Roggebaai; Erf 9420, Cape Town; Erven and 55499, Cape Town; Erf 162, Roggebaai; Erf 58055, Cape Town; Erf , Cape Town; Erf , Cape Town; Erven 884 to 892 and 9983, Cape Town; and Erf 4164, Pinelands. 19. Facility X is secured by mortgage bonds over the following properties with a carrying value of R million: Erf 205, Roggebaai; Erf 250, Roggebaai; Erven 30 and 145, Roggebaai; One-half share in Consolidated Erf , Cape Town; Erf 38746, Bellville; Erf 32140, Bellville; Erf 4769, George; Erf 38063, Bellville; Erf 57393, Cape Town at Claremont; Erf 31, Roggebaai; One-half share in Erf 11518, Constantia; Erf 6569, Montague Gardens; One-half share in Erf 12770, Constantia; Erf 6563, Montague Gardens; Erf 6497, Montague Gardens; Sectional title unit consisting of Section 6 in the Sectional Title Scheme Intaba and Section 2 in the Sectional Title Scheme Crystal Towers ; Erf 34, Roggebaai; Erf 9420, Cape Town; Erven and 55499; Cape Town; Erf 162, Roggebaai; and Erf , Cape Town. 20. In the prior year, Facilities J, K, L, M, N, O, P, Q and R were secured by Erf 6952, Montague Gardens with a carrying amount of R205.0 million. These facilities are no longer secured by this property as the Standard Bank loans are now secured by it. Financial covenants The following financial covenants apply to each of the above loans in : The interest cover ratio shall not drop below 1.3 times for the financial year ending, 1.4 times for the financial year ending 2016 and 1.5 times for the remaining period. Interest-bearing debt as a percentage of the value of total assets shall not exceed 70% for the financial year ending, 65% for the financial year ending 2016 and 60% for the remaining period. The following financial covenants applied to each of the above loans in : The interest cover ratio shall not drop below 1.2 times for the financial years ending 2013 and, 1.4 times for the financial years ending and 2016, and 1.5 times for the remaining period. Interest-bearing debt as a percentage of the value of the total assets shall not exceed 65% for the financial year ending 2013, 71% for the financial year ending and 60% for the remaining period.

54 52 NOTES TO THE ANNUAL FINANCIAL STATEMENTS for the year ended 31 August 12. BORROWINGS (continued) Group Company Facility Facility expiry date 12.2 Standard Bank Facility A R138.1 million 31 December Facility B R91 million 31 March Total borrowings Add: Accrued interest Sub-total Less: Current portion of borrowings (255) (255) Net debt-raising fee offset (532) (532) Total Standard Bank non-current borrowings Standard Bank loan terms The loans bear interest at prime less 1.37%. Facility A is secured by a mortgage bond for R190 million over Erf 6952, Montague Gardens and Erf 7054, Montague Gardens with a carrying value of R264.1 million; cession of all rights in and to all income generated from Erf 6952, Montague Gardens and Erf 7054, Montague Gardens, where all income shall include, without limitation, the amount generated by the sale of Erf 6952, Montague Gardens and Erf 7054, Montague Gardens or any part thereof after deduction of value-added tax, agents commission and transfer fees, rental or interest income or income from any other contract; cession of the insurance policies over the properties and the cession noted against the policies; and cession of the insurance proceeds. Property covenants The interest cover ratio shall not drop below 1.3 times between 12 December and 11 December 2017, 1.4 times between 12 December 2017 and 11 December 2018, and 1.5 times for the remaining period. Interest-bearing debt as a percentage of the value of the total assets shall not exceed 71% between 12 December and 11 December, 75% between 12 December and 11 December 2016, 73% between 12 December 2016 and 11 December 2017, 70% between 12 December 2017 and 11 December 2018, and 67% for the remaining period. Facility B is secured by a mortgage bond for R98 million over Erf 6952, Montague Gardens and Erf 7054, Montague Gardens with a carrying value of R264.1 million; cession of all rights in and to all income generated from Erf 6952, Montague Gardens and Erf 7054, Montague Gardens, where all income shall include, without limitation, the amount generated by the sale of Erf 6952, Montague Gardens and Erf 7054, Montague Gardens or any part thereof after deduction of value-added Tax, agents commission and transfer fees, rental or interest income or income from any other contract; cession of the insurance policies over the properties and the cession noted against the policies; and cession of the insurance proceeds. Property covenants The interest cover ratio shall not drop below 1.3 times between 25 March and 24 March 2018, 1.4 times between 25 March 2018 and 24 March 2019, and, 1.5 times for the remaining period. Interest-bearing debt as a percentage of the value of the total assets shall not exceed 93% between 25 March and 24 March 2016, 75% between 25 March 2016 and 24 March 2017, 73% between 25 March 2017 and 24 March 2018, 70% between 25 March 2018 and 24 March 2019, and 67% for the remaining period. Financial statement covenants The following financial covenants apply to each of the above loans: The interest cover ratio shall not drop below 1.4 times and interest-bearing debt as a percentage of the value of total assets shall not exceed 65%. Group Company 12.3 Other borrowings Redefine Properties Limited Add: Accrued interest Sub-total Less: Current portion (81) (81) Total Other non-current borrowings The loan is unsecured, bears interest at prime and is repayable on 17 January Total borrowings Total current portion of borrowings Total non-current portion of borrowings Total borrowings The layout of this note has been changed from the prior year annual financial statements to improve overall presentation and disclosure. Accrued interest has been included as a separate line item to the note instead of being included within each facility line item to which the accrued interest relates.

55 INGENUITY Integrated annual report 53 Group Company 13. FINANCE LEASE LIABILITY Total minimum lease payments Less: Deferred finance charges (94 674) (95 257) Finance lease liability Analysis of total minimum lease payments at balance sheet date: Within one year Less: Deferred finance charges (634) (583) Net present value (356) (329) Between one and five years Less: Deferred finance charges (3 137) (2 888) Net present value (1 733) (1 606) Later than five years Less: Deferred finance charges (90 903) (91 787) Net present value Lease payments represent rentals payable by the group for the rental of the land on which the building (Palmyra Junction) is erected. The lease has been negotiated for a period of 45 years, with an option to extend after the current term which commenced in October No contingent rent is payable. 14. DEFERRED TAX Balance at the beginning of the year Movement in profit and loss timing differences deferred tax asset on assessed loss Movement in other comprehensive income Balance at the end of the year Comprising Straight-lining of lease adjustment to investment properties Fair value adjustment to investment properties Deferred tax on assessed loss (4 502) (5 832) (4 502) (5 369) Accelerated tax allowances Other temporary differences (2 463) (1 704) (2 514) (2 004) Deferred tax has been calculated at 18.67% on the revaluation of investment properties and investment properties under development. Deferred tax is provided at 28% on depreciable investment properties leased under a finance lease. The Company has recognised a deferred tax asset in respect of estimated tax losses as it expects to earn taxable profits in the future. In a subsidiary of the Company a deferred tax asset amounting to R (: R ) in respect of estimated tax losses has not been recognised as it is not sufficiently probable that the related tax benefit will be realised.

56 54 NOTES TO THE ANNUAL FINANCIAL STATEMENTS for the year ended 31 August Group Company 15. TRADE AND OTHER PAYABLES Trade payables Tenant deposits VAT Other payables PROFIT BEFORE FAIR VALUE ADJUSTMENTS Profit before fair value adjustments is arrived at after taking into account: Directors emoluments Share-based payment (962) (962) Total salaries to employees Amortisation of letting commission and tenant installations Impairment of trade and other receivables Operating lease charges Direct operating expenses arising from investment and development property that generated rental income during the year Direct operating expenses arising from investment and development property that did not generate rental income during the year Depreciation Gain on bargain purchase (360) Net (gains) and losses on financial instruments comprise Loans receivable interest received Trade and other receivables bad debts written off net of interest received on overdue accounts Cash and cash equivalents net interest received (996) (683) (996) (693) Financial liabilities interest paid Interest rate swap liability interest paid INTEREST RECEIVED Loans receivable Cash and cash equivalents Other interest South African Revenue Service

57 INGENUITY Integrated annual report 55 Group Company 18. INTEREST PAID Bank overdraft Financial liabilities Interest rate swap liability Other Total Less: Interest capitalised (6 710) (2 778) (6 710) (2 778) Interest was capitalised at rates linked to prime TAXATION South African normal tax Income tax current 308 prior-year overprovision (160) (160) Deferred tax Total taxation expense % % % % Reconciliation of tax rate Effective tax rate Deferred tax on fair value adjustments to investment properties Prior-year overprovision Other Non-deductible expenses (0.41) (1.71) (0.42) (0.78) Standard tax rate No provision has been made for taxation as the Company has an estimated assessed loss of R16.08 million (: R19.17 million) to carry forward to the 2016 financial year. No provision has been made for taxation in the subsidiary of the Company, Wespin, as it has an assessed loss of R (: R ) to carry forward to the 2016 financial year.

58 56 NOTES TO THE ANNUAL FINANCIAL STATEMENTS for the year ended 31 August 20. BASIC AND DILUTED EARNINGS PER SHARE 20.1 Basic and diluted earnings per share The calculation of earnings per share is based on earnings attributable to equity holders of the parent of R million (: R million) and a weighted average number of (: ) shares (net of treasury shares) in issue during the year. ` Cents Group 20.2 Headline earnings and diluted headline earnings per share The calculation of headline earnings per share is based on a weighted average number of (: ) shares (net of treasury shares) in issue during the year. Group Group Net of tax Gross Gross Cents Net of tax Headline earnings are calculated as follows: Profit attributable to ordinary equity holders of the parent Fair value adjustments to investment properties ( ) ( ) ( ) (84 863) Gain on bargain purchase (361) (361) Headline earnings Group Company 21. NOTES TO THE STATEMENTS OF CASH FLOWS 21.1 Cash generated from operations Profit before taxation Adjusted for: Bad debts written off Bonus accrual Interest received (2 254) (1 303) (4 371) (3 146) Interest paid Depreciation Amortisation of tenant installations Amortisation of letting commission Cash-settled share-based payment (962) (962) Straight-lining of operating leases (26 100) (39 264) (26 147) (39 177) Net increase in fair value of investment properties ( ) ( ) ( ) (96 521) Other non-cash items 55 (360) Increase in trade and other receivables (1 218) (6 616) (979) (6 204) Increase in trade and other payables Interest received Amount outstanding at the beginning of the year Interest income per profit and loss Termination of agreement (4 932) (4 932) Interest paid Amount outstanding at the beginning of the year Interest paid per profit and loss Interest on finance lease (583) (536) Amortisation of service fees (2 668) (1 851) (2 668) (1 851) Amount outstanding at the end of the year (3 559) (2 233) (3 459) (2 233) Taxation paid Amount refundable at the beginning of the year (1 105) (1 105) (1 105) (1 105) Taxation expense per profit and loss 148 (160) Amount (outstanding)/refundable at the end of the year (308) Tax refunded (1 265) (1 265)

59 INGENUITY Integrated annual report BUSINESS COMBINATIONS In the prior year, on 1 September 2013, the Company acquired 67% of the issued share capital of Insight Property Developers (Palmyra Road) Proprietary Limited ( Insight ). Insight owns a shopping centre known as Palmyra Junction situated in Palmyra Road, Claremont with a GLA of square metres. The purchase price was settled in cash. There were no business combinations during the current year. 1 September Purchase consideration and fair value of assets acquired: 2013 Investment property Trade and other receivables 887 Cash and cash equivalents 758 Financial liabilities (34 107) Finance lease (3 430) Trade and other payables (1 882) Fair value of assets acquired Non-controlling interest (10 383) Ingenuity Property Investments Limited share Total purchase consideration (20 719) Gain on bargain purchase included in net operating expenses 360 Cost of shares Loan acquired Purchase consideration settled in cash Less: Cash on hand at acquisition (758) Net cash outflow The beginning of the annual reporting period is the same date as the acquisition date, 1 September Non-controlling interests were measured at the group s proportionate share of the fair value of the assets acquired. There was no contingent consideration. The fair value of trade and other receivables was R and includes trade receivables of R No trade receivables were impaired or past due. The fair value of trade and other receivables represents gross contractual cash flows, all of which is expected to be received. The investment property was revalued at acquisition by an external, independent valuation company, Mills Fitchet Magnus Penny Proprietary Limited, having appropriate recognised professional qualifications and recent experience in the location and category of the property being valued. Fair values are determined as the price that would be received to sell assets in orderly transactions between market participants at the measurement date. The capitalisation of net income method was used. Refer to note 2 describing the valuation techniques and significant unobservable inputs. Non-controlling interest was measured using the proportionate share of the acquired entity s net identifiable assets. At acquisition, non-controlling interest was identified as the remaining 33% in Insight. A gain on bargain purchase arose as a result of accounting adjustments made to assets and liabilities in the financial statements of the subsidiary subsequent to the negotiation of the purchase consideration. Acquisition-related costs of R were incurred on the transaction. Revenue since acquisition After-tax profit since acquisition

60 58 NOTES TO THE ANNUAL FINANCIAL STATEMENTS for the year ended 31 August 23. RELATED PARTIES 23.1 Identity of related parties Ingenuity Employee Share Trust controlled trust Withmore Investments 3 Proprietary Limited wholly-owned subsidiary Insight Property Developers (Palmyra Road) Proprietary Limited subsidiary Wespin 42 Proprietary Limited wholly-owned subsidiary Tokai on Main Joint Venture joint operation The Modern Joint Venture joint operation cancelled in January Directors as listed in the directors report Fabian Architects Mr DB Fabian (director of Ingenuity) is a partner in Fabian Architects Group Company 23.2 Material related party balances Loan advanced and shares issued to controlled trust Loan advanced to subsidiaries Amounts included in trade and other payables subsidiaries (3 547) (3 734) Amounts included in trade and other payables are interest-free and are due within one year Material related party transactions Professional fees capitalised to the cost of investment properties Fabian Architects Director's remuneration Remuneration paid to executive directors was as follows: Group and Company Short-term benefits Basic salary Bonus Total Basic salary Bonus Development incentive* Total J Bielich AA Maresky M Wagenheim * Capitalised The following charges were expensed in profit and loss during the year under review in terms of IFRS 2: Share-based Payments (refer to note 26): J Bielich AA Maresky M Wagenheim Group and Company (371) 814 (188) (403) 814 (962) Fees paid to non-executive directors were as follows: RC Squire-Howe AJ Branch LH Cohen DB Fabian RS Schur The directors do not have any service contracts with the group. Mrs J Solms was appointed as a director on 28 August therefore no director s emoluments were earned during the year Directors shareholdings Directors interests are as listed in the directors report.

61 INGENUITY Integrated annual report RISK MANAGEMENT 24.1 Credit risk Exposure to credit risk The carrying amount of financial assets represents the maximum credit exposure and are classified as loans and receivables and are carried at amortised cost. The maximum exposure to credit risk at the reporting date was: Group Company Loans receivable Trade and other receivables Cash and cash equivalents None of the trade and other receivables is past due or impaired Liquidity risk Cash flows from surplus funds and rent received are monitored on a monthly basis to ensure that cash resources are adequate to meet funding requirements. The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements: Carrying amount Contractual cash flows Within one year Two to five years Over five years Financial liabilities at amortised cost Group Financial liabilities Trade and other payables Finance lease Company Financial liabilities Trade and other payables Group Financial liabilities Trade and other payables Finance lease Company Financial liabilities Trade and other payables Non-derivative financial liabilities are classified as financial liabilities and carried at amortised cost.

62 60 NOTES TO THE ANNUAL FINANCIAL STATEMENTS for the year ended 31 August 24. RISK MANAGEMENT (continued) 24.3 Market risk Interest rate risk The group adopts a policy of managing its exposure to movements in interest rates on borrowings. Interest rate swaps are entered into to achieve an appropriate mix of fixed and floating rate exposure. Interest rate swaps matured during the prior year and management is currently in the process of comparing quotes prior to concluding any new agreement on interest rate swaps. The interest rate swaps qualified for special hedge accounting and the group thus classified them as cash flow hedges and stated them at fair value based on broker quotes. The total cash payments relating to interest rate swaps for the year amounted to Rnil (: R1.453 million). Subsequent to the year-end two five-year interest rate swaps amounting to R500 million at an average all in rate of 9.68% were entered into. As the group is exposed to changes in interest rates any change in interest rates would affect group interest paid before tax by R18.61 million (: R million) and Company interest paid before tax by R18.73 million per annum (: R million) for each increase/decrease of 100 basis points. The analysis has been prepared on the assumption that all other variables remain constant and is prepared on the same basis as that of the prior year. Cash flow sensitivity analysis for variable rate instruments An increase of 100 basis points in interest rates at the reporting date would have (decreased)/increased equity and profit or loss before tax by the amounts shown above. The group s exposure to interest rate risk and the effective interest rates on financial instruments by category at the reporting date are as follows: Interest rate Carrying value Group Assets Loans and receivables Trade and other receivables Interest free Cash and cash equivalents Variable rate Company Assets Loans and receivables Loans receivable Prime rate Loans receivable Interest free Trade and other receivables Interest free Cash and cash equivalents Variable rate

63 INGENUITY Integrated annual report 61 Interest rate Carrying value 24. RISK MANAGEMENT (continued) 24.3 Market risk (continued) Interest rate risk (continued) Group Liabilities Financial liabilities Variable rate Trade and other payables Interest free Finance lease Variable rate Company Liabilities Financial liabilities Variable rate Trade and other payables Interest free Capital risk The group considers its capital to consist of total equity attributable to equity holders of the parent and financial liabilities. During the year under review the group complied with all the loan covenants as set out in note 12. There were no changes in the group s approach to capital maintenance during the year. Group Total equity attributable to equity holders of the parent Total borrowings Company Total equity attributable to equity holders of the parent Total borrowings

64 62 NOTES TO THE ANNUAL FINANCIAL STATEMENTS for the year ended 31 August 25. SEGMENTAL INFORMATION While investment properties are managed on an individual basis, the group comprises the following main reportable industry recognised operating segments: Offices Retail Special (Gym) Parking Light industrial Other Unsegmental Straightlining Additions to non-current assets Total assets Revenue Profit/(loss) before fair value adjustment (14 116) Fair value adjustment Profit/(loss) before interest and taxation (14 116) Interest received Interest paid ( ) ( ) Profit/(loss) before taxation ( ) Additions to non-current assets Total assets Revenue Profit/(loss) before fair value adjustment (13 119) Fair value adjustment (14 790) Profit/(loss) before interest and taxation (27 909) Interest received Interest paid ( ) ( ) Profit/(loss) before taxation ( ) Light industrial is a new segment and comprises industrial space in a property which was acquired in, being 64 White Road, Tokai. The Company has a tenant which directly or indirectly through its subsidiaries contributes more than 10% to the Company s total revenue. R27.9 million (: R26.4 million) is included in office segment revenue and R5.6 million (: R4.8 million) is included in parking revenue. Total 26. SHARE-BASED PAYMENT On 8 October 2007 the group established a share trust that entitles key management personnel and senior employees to become beneficiaries of the trust on acceptance of a participation notice. The trust is empowered to acquire shares in the Company and/or other assets for the indirect benefit of the beneficiaries. On 3 March 2008 the trust acquired shares in the Company and offered participation notices to certain employees which were duly accepted. The terms and conditions of the participation notices are as follows: Grant date Number of units Vesting conditions Contractual life of notice Year ended 31 August Continued employment Three years to February Continued employment Four years to February Continued employment Five years to February 2013

65 INGENUITY Integrated annual report SHARE-BASED PAYMENT (continued) Group and Company Number of units per director J Bielich AA Maresky M Wagenheim Liability per director J Bielich AA Maresky M Wagenheim Total The exercise price of the units is R0.50. The fair value of services received in return for the units granted is measured by reference to the value of the units granted. The estimate of the fair value of the services received is measured based on the Black-Schöles formula. The contractual life of the grant (three to five years) is used as an input into this model. Fair value of units and assumptions Fair value at measurement date Share price (R) Exercise price (R) Expected volatility (%) Expected dividends (cents) 2 2 Risk-free interest rate (%) Fair value (R) Intrinsic value (R) Units are granted under a service condition. The fair value of the share appreciation rights at grant date is determined based on the Black-Schöles formula. The fair value of the share option liability is measured at each reporting date and at settlement date. Group and Company 27 CAPITAL COMMITMENTS AUTHORISED Authorised and contracted for Authorised and contracted for commitments amount to R51.5 million (: R36.3 million) at year-end. The commitments comprise costs for the completion of the Aurecon 2 development and the PV Solar plant, both of which will be financed from existing cash resources and finance facilities. Guarantees to the value of R1.075 million (: R1.075 million) were supplied by Absa Bank Limited to the City of Cape Town; and a guarantee to the value of R5 million (: R5 million) was supplied by Absa Bank Limited to the Department of Transport and Public Works. 28 EVENTS AFTER THE REPORTING PERIOD Refer to the events after the reporting period and dividends to shareholders notes in the directors report. R m R m

66 64 GATEWAY, CENTURY CITY

67 INGENUITY Integrated annual report 65 ANALYSIS OF SHAREHOLDERS at year-end Size of holding Number of shareholders Number of shares owned % of total issued shares and over Total Shareholders owning 5% or more of the share capital of the Company The Century City Property Investment Trust # Jacana Assets Limited Pruta Securities (Jersey) Limited Bynm Standard Bank Jersey Limited Withmore Investments 3 Proprietary Limited Total Shareholders Shares held Public/non-public shareholders Number % Number % Non-public Directors # Employee share trust Subsidiary holdings Non-public Shareholders owning 10% or more # Public shareholders Total # Shareholders owning 10% or more are shown net of indirect shareholdings by directors.

68 66 PROPERTY PORTFOLIO SCHEDULE CORE INVESTMENT PORTFOLIO Property name Location CBD LOCATION Rentable area by sector Reeds House Erf 250, 20 Christiaan Barnard Street, Cape Town Retail m² Offices m² Total GLA (m²) Site area (m²) Weighted average gross rental per m² Purchase price at cost Capitalised cost R'000 Effective date of acquisition Market value as at 31 August R'000 R88/m² R R Sep-07 R (including bulk value) Parkalot Erf 250, 20 Christiaan Barnard Street, Cape Town 897 Bays R764 per bay Rnil R Practical completion 04-Aug Martin Hammerschlag* Erf 30, Martin Hammerschlag Way, Cape Town Retail 983 m² Offices 506 m² 33 Martin Hammerschlag* Erf 145, Martin Hammerschlag Way, Cape Town Offices m² Retail m² Other 68 m² Atlantic Centre Erf 34, situated at 22 Christiaan Barnard Street, Cape Town 19 Louis Gradner Erf 31, situated at 19 Louis Gradner Street, Foreshore, Cape Town Newspaper House Erf 9420, situated at 122 St Georges Mall, Cape Town Virgin Active, Lower Long Street* Erf 205 and Erf 211, situated Lower Long Street, Cape Town 17 Lower Long Street Erf 162, situated at 17 Lower Long Street, Cape Town CENTURY CITY Aurecon 1* Erf 6952, situated at 1 Century City Drive, Century City, Cape Town Estuaries No. 1* Erf 6497, situated at 12 The Estuaries Street, Century City, Cape Town Gateway* Erf 6569, situated at 2 Century City Boulevard, Century City, Cape Town Mazars House* Section No. 2 of Sectional Scheme Crystal Towers (SS182/2010) on Erf 6821, situated at 1 Rialto Road, Grand Moorings Precinct, Century City, Cape Town Offices m² Retail 785 m² Retail 220 m²; Offices m² Other 99 m² Retail m² Offices m² Other 195 m² R R79/m² R R Sep-07 R (including bulk value) R89/m² R R Sep-07 R (including bulk value) R98/m² R R Practical completion 25-May-13 R R45/m² R R Nov-13 R R95/m² R R Dec-11 R Gym R82/m² R R Jan-08 R (including bulk value) Offices R102/m² R R Oct-13 R Offices R170/m² R R Sept-13 R Offices R137/m² R R Sept-13 R Offices m²; Retail m² R158/m² R R Sept-13 R Offices R165/m² R R Sept-13 R * Independently valued at 31 August, see note 2 on pages 42 and 43 for details.

69 INGENUITY Integrated annual report 67 CORE INVESTMENT PORTFOLIO (continued) Virgin Active Century City* SOUTHERN SUBURBS Food Lover s Market, Claremont Erf 6563, situated at 5A Century Boulevard, Century City, Cape Town Erf 57393, situated at Vineyard Road, Claremont, Cape Town Gym R182/ m² R R Sept-13 R Retail R165/m² R R Apr-11 R on Main Erf 55499, 72 Main Road, Claremont Retail R63/m² R3 900 R Apr-13 R Dreyer Street Erf , situated Claremont, Cape Town Retail m² Offices m² R162/m² R R Apr-13 R R99/m² R R Mar-14 R Vineyard Centre Erf 58055, situated on corner of Vineyard Road and Dreyer Street, Claremont Palmyra Junction* Erf 17, situated at 9 Palmyra Road, Claremont (Leasehold) Offices m² Retail 940 m² Retail m² Offices 614 m² R184/m² R R Nov-11 R Pinewood Park Erf 4164, Forest Drive, Pinelands Offices R94/m² R R Jan-15 R TYGER VALLEY Santam 1 Offices R142/m² R R Nov-08 R Santam 2 Erf 32140, Bellville situated at 1 Sportica Crescent, Offices total R116/m² R R Nov-08 R Glacier Place Tyger Valley, Cape Town Offices site area R140/m² Rnil R Practical R completion 17-May Edward Street Erf 38063, situated at 142 Edward Street, Tyger Offices R91/m² R R May-11 R Valley, Cape Town TOKAI Tokai on Main Office Park* Erf 11518, situated at 2 Tokai Road, Bergvliet, Cape Town Tokai on Main Retail* Erf 12770, situated at 3 Tokai Close, Tokai, Cape Town 64 White Road Erf , Cape Town, situated at 64 White Road, Retreat* Offices (100%) Retail (100%) Offices m²; Industrial m²; Other m² (100%) (100%) R69/m² R (50%) R106/m² R (50%) R (50%) R (50%) 01-Sept-13 R (50%) 01-Sept-13 R (50%) R56/m² R R Oct-14 R GEORGE Loerie Centre Erf 4769, situated at Meade Street, George Retail m² Offices 301 m² R53/m² R R Sept-10 R GAUTENG 167 Rivonia Road Portion 1 of Erf 963, 167 Rivonia Road, Sandton Retail R175/m² R R May-15 R * Independently valued at 31 August, see note 2 on pages 42 and 43 for details.

70 68 PROPERTY PORTFOLIO SCHEDULE DEVELOPMENT PORTFOLIO Purchase price at cost R 000 Capitalised cost R 000 Effective date of acquisition Market value as at 31 August Property name Location Sector Site area (m²) Available bulk (m²) Land for future development The Modern Erf situated Cnr Bree, Long Offices/Retail R R Oct-07 R and Mechau Streets, Cape Town Offices R R Jan-08 R Erf Tyger Valley Erf situated Tyger Waterfront, Velodrome, Tyger Valley 117 Strand Street Erf , situated at Strand Street, Cape Town; and Erven 884 to 892 and 9983 Cape Town, situated at Strand Street, Cape Town, bounded by Castle, Rose and Strand Streets Property under development Aurecon 2 Erf 7054, 1 Century City Drive, Century City Offices/Retail/ Residential R R May-14 and 11-Jun- R Offices R R Mar-15 R PROPERTY PORTFOLIO INFORMATION at 31 August GEOGRAPHIC PROFILE Rentable area and revenue Western Cape 99% Gauteng 1% SECTORAL PROFILE Rentable area Offices 66% Retail 22% Light industrial 7% Gym 5% Revenue Offices 58% Retail 20% Light industrial 3% Gym 5% Parking 14%

71 PROPERTY PORTFOLIO INFORMATION at 31 August (continued) TENANT PROFILE Number of tenants Number of leases % of area Large listed companies, SA Government and parastatals, and large multi-national companies Other listed companies, franchises of listed companies and other large companies Other Rentable area VACANCY PROFILE BY SECTOR by rentable area % Offices 2.72 Light industrial 0.58 Retail LEASE EXPIRY PROFILE BY SECTOR by revenue 2016 % 2017 % Offices Other 1 Light industrial 15 Retail Gym Parking LEASE EXPIRY PROFILE BY SECTOR by rentable area 2016 % 2017 % Offices Other Light industrial 32 1 Retail Gym WEIGHTED AVERAGE RENTAL PER SQUARE METRE PER SECTOR by rentable area Offices Retail Gym Industrial Parking R118 R115 R133 R50 R750 per bay WEIGHTED AVERAGE ESCALATION % PROFILE BY SECTOR by rentable area Offices 7.4% Retail 8.0% Gym 7.5% Industrial 6.2% Parking 6.9% Total weighted average 7.3% AVERAGE ANNUALISED PROPERTY PORTFOLIO YIELD 7% 2018 % 2018 % 2019 % 2019 % INGENUITY Integrated annual report % 2020 % >2020 % >2020 %

72 70 19 LOUIS GRADNER

73 INGENUITY Integrated annual report 71 NOTICE OF AGM (incorporated in the Republic of South Africa) Registration number: 2000/018084/06 Share code: ING ISIN: ZAE (The Company ) NOTICE TO SHAREHOLDERS ANNUAL GENERAL MEETING ( AGM ) 1. Notice of meeting Notice is hereby given to shareholders that the AGM of Ingenuity Property Investments Limited will be held at the Company s registered office, Suite 102, First Floor, Intaba, 25 Protea Road, Claremont, Cape Town on Friday, 22 January 2016 at 09h00 for the purpose of conducting the following items of business: to deal with such business as may lawfully be dealt with at the AGM; and consider and, if deemed fit, pass, with or without modification, the ordinary and special resolutions of shareholders set out hereunder in the manner required by the Companies Act No. 71 of 2008, as amended ( Act ), as read with the Listings Requirements of the JSE Limited ( JSE Listings Requirements ) on which the Company s securities are listed, which meeting is to be participated in and voted at by shareholders registered in the Company s securities register as shareholders as at the record date of Friday, 15 January Kindly note that meeting participants (including proxies) will be required to provide reasonably satisfactory identification before being entitled to attend, participate and vote at the AGM. Forms of identification include valid identity documents, driver s licences and passports. Please note that if you are the owner of dematerialised shares (i.e. have replaced the paper share certificates representing the shares with electronic records of ownership under the JSE electronic settlement system held through a Central Securities Depository Participant ( CSDP ) or broker (or their nominee)) and are not registered as an own name dematerialised shareholder, then you are not a registered shareholder of the Company. Accordingly, in these circumstances, subject to the mandate between yourself and your CSDP or broker, as the case may be: if you wish to attend the AGM, you must contact your CSDP or broker, as the case may be, and obtain the relevant letter of representation from it; alternatively if you are unable to attend the AGM, but wish to be represented at the meeting, you must contact your CSDP or broker, as the case may be, and furnish it with your voting instructions in respect of the AGM and/ or request it to appoint a proxy. You must not complete the attached form of proxy. The instructions must be provided in accordance with the mandate between yourself and your CSDP or broker, as the case may be, within the time period required by your CSDP or broker, as the case may be. CSDPs, brokers or their nominees, as the case may be, recorded in the Company s sub-register as holders of dematerialised shares held on behalf of an investor/beneficial owner should, when authorised in terms of their mandate or instructed to do so by the person on behalf of whom they hold dematerialised shares, vote by either appointing a duly authorised representative to attend and vote at the AGM or by completing the attached form of proxy in accordance with the instructions thereon and returning it to the transfer secretaries, Computershare Investor Services Proprietary Limited, as contemplated below. The quorum requirement for the ordinary and special resolutions set out below is sufficient persons being present to exercise, in aggregate, at least 25% of all voting rights that are entitled to be exercised on the resolutions, provided that at least three shareholders of the Company are present at the annual general meeting. The percentage of voting rights required to pass the ordinary resolutions is more than 50% of the voting rights exercised, and the percentage of voting rights required to pass the special resolutions is at least 75% of the voting rights exercised thereon. 1.1 Record dates, voting and proxies Please note the following important dates with regard to the AGM: Record date for the purposes of receiving this notice Friday, 20 November Distribution of the annual report Friday, 27 November Last date to trade in order to be eligible to participate in and vote at the AGM Friday, 8 January 2016 Record date to be eligible to participate in and vote at the AGM Friday, 15 January 2016 Last day to lodge proxy forms for the AGM (by 09h00) Wednesday, 20 January 2016 AGM to be held at 09h00 on Friday, 22 January 2016 Results of AGM published on SENS on Friday, 22 January 2016 In order to reflect the views of shareholders more accurately, all resolutions and substantive decisions at the AGM will be put to vote on a poll, rather than being determined on a show of hands. A vote on poll takes into account the number of shares held by each shareholder, which the board believes to be a more democratic procedure. A shareholder is entitled to appoint one or more proxies (who need not be a shareholder of the Company) to attend, speak and vote in his/her stead. 1.2 Electronic participation The Company intends to offer shareholders reasonable access to attend the AGM through electronic conference call facilities, in accordance with the provisions of the Act. Shareholders wishing to participate electronically in the AGM are required to deliver written notice to the Company at Suite 102, First Floor, Intaba, 25 Protea Road, Claremont, Cape Town, 7708, or ed to [email protected] (marked for the attention of the company secretary) by no later than 09h00 on Wednesday, 13 January 2016 that they wish to participate in the AGM via electronic communication ( the Electronic Notice ). In order for the Electronic Notice to be valid it must contain: (a) if the shareholder

74 72 NOTICE OF AGM >> CONTINUED is an individual, a certified copy of his/her identity document and/ or passport; (b) if the shareholder is not an individual, a certified copy of a resolution by the relevant entity and a certified copy of the identity documents and/or passports of the persons who passed the relevant resolution, which resolution must set out who from the relevant entity is authorised to represent the relevant entity at the AGM via electronic communication; and/or (c) a valid address and/or facsimile number ( the contact address/number ). Voting on shares will not be possible via electronic communication and accordingly shareholders participating electronically and wishing to vote their shares at the AGM will need to be represented at the AGM, either in person, by proxy or by letter of representation. The Company shall use its reasonable endeavours on or before 12h00 on Monday, 18 January 2016 to notify each shareholder, who has delivered a valid Electronic Notice, at its contact address/ number, of the relevant details through which the shareholder can participate in the AGM via electronic communication. 1.3 Annual financial statements, Audit and Risk Committee report, Social and Ethics Committee report and directors report A copy of the consolidated annual financial statements of the Company and its subsidiaries (as approved by the board of directors of the Company), incorporating the external auditor s, the Audit and Risk Committee, the Social and Ethics Committee and directors reports for the year ended 31 August, are delivered herewith. The following proposed resolutions for adoption will be considered by the shareholders at the AGM and, if deemed fit, passed with or without modification: 2. Proposed Ordinary Resolution Number 1 Re-appointment of Auditor Resolved that Mazars be re-appointed as the independent registered auditor of the Company (for the year ending 31 August 2016), with Ms Y Ferreira as the designated partner of Mazars who will undertake the audit for the ensuing year. Motivation/Explanation Ordinary resolution number 1 proposes the re-appointment of Mazars as the Company s auditor until the conclusion of the next annual general meeting of the Company. The Audit and Risk Committee has considered the independence of the auditor, Mazars, in accordance with section 94(8) of the Companies Act. In assessing the independence of the auditor the Audit and Risk Committee has satisfied itself that: The auditor does not receive direct or indirect remuneration from the Company except for as auditor or rendering other services to the Company, to the extent permitted by the Act. The auditor s independence has not been prejudiced. The auditor has complied with the criteria relating to independence or conflict of interest as prescribed by the Independent Regulatory Board for Auditors established by the Auditing Profession Act. Accordingly, the Company s Audit and Risk Committee was satisfied that Mazars is independent as contemplated by the South African independence laws and the rules of the International Federation of Accountants ( IFAC ) and nominated the re-appointment of Mazars as registered auditor for the financial year ending 31 August Furthermore, the Company s Audit and Risk Committee has, in terms of paragraph 3.86 of the JSE Listings Requirements, considered and satisfied itself that Mazars are accredited to appear on the JSE list of accredited auditors, in compliance with section 22 of the JSE Listings Requirements. 3. Proposed Ordinary Resolution Number 2 Re-election of Mr LH Cohen as a director and member of the Remuneration Committee, Nominations Committee, and Investments and Acquisitions Committee Resolved that Mr LH Cohen, being a non-executive director who is required to retire by rotation as a director of the Company at this AGM and who is eligible and available for re-election, is hereby re-appointed with immediate effect. A brief curriculum vitae in respect of Mr LH Cohen is set out on page 13 of the integrated annual report of which this notice forms part. 4. Proposed Ordinary Resolution Number 3 Re-election of Mr RC Squire-Howe as a director and chairman of the board and member of the Audit and Risk Committee, Remuneration Committee Nominations Committee, and Investments and Acquisitions Committee. Resolved that Mr RC Squire-Howe, being an independent non-executive director, who is required to retire by rotation as a director of the Company at this AGM and who is eligible and available for re-election, is hereby reappointed with immediate effect. A brief curriculum vitae in respect of Mr RC Squire-Howe is set out on page 12 of the integrated annual report of which this notice forms part. Motivation/Explanation for Ordinary Resolutions Numbers 2 and 3 In accordance with clause 21.3 of the Company s memorandum of incorporation ("MOI"), one-third of the non-executive directors are required to retire at each annual general meeting and may offer themselves for reelection. In accordance with the relevant provision, it has been determined that Messrs LH Cohen and RC Squire-Howe are due to retire from the board. The board of directors has reviewed the composition of the board against requirements and has recommended the re-election of the directors. The board is of the view that the re-election of the directors would enable the Company to maintain the required skills and experience relevant to the Company and comply with corporate governance requirements. The board of directors has conducted an assessment of the performance of each of the retiring directors and is satisfied that the directors have the necessary skills and experience required to continue to perform effectively in their roles as non-executive directors. Accordingly, the board recommends to shareholders the re-election of the retiring directors referred to in ordinary resolutions numbers 2 and Proposed Ordinary Resolution Number 4 Appointment of Mr RS Schur as chairman and member of the Audit and Risk Committee Resolved that Mr RS Schur, being an independent non-executive director of the Company, be elected as chairman and member of the Audit and Risk Committee with immediate effect in terms of section 94(2) of the Act. A brief curriculum vitae in respect of Mr RS Schur is set out on page 13 of the integrated annual report of which this notice forms part. 6. Proposed Ordinary Resolution Number 5 Appointment of Mr RC Squire-Howe as member of the Audit and Risk Committee Subject to the passing of Ordinary Resolution Number 3, resolved that Mr RC Squire-Howe, being an independent non-executive director of the Company, be elected as member of the Audit and Risk Committee with immediate effect in terms of section 94(2) of the Act. A brief curriculum vitae in respect of Mr RC Squire-Howe is set out on page 12 of the integrated annual report of which this notice forms part.

75 INGENUITY Integrated annual report Proposed Ordinary Resolution Number 6 Appointment of Mr DB Fabian as member of the Audit and Risk Committee Resolved that Mr DB Fabian, being an independent non-executive director of the Company, be elected as member of the Audit and Risk Committee with immediate effect in terms of section 94(2) of the Act. A brief curriculum vitae in respect of Mr DB Fabian is set out on page 13 of the integrated annual report of which this notice forms part. Motivation/Explanation for Ordinary Resolutions Numbers 4 to 6 In terms of section 94(2) of the Act the audit committee is a committee elected by the shareholders at each annual general meeting. Chapter 3 of the King Report on Governance for South Africa 2009 ("King III") requires the shareholders of a public company to elect the members of an audit committee at each annual general meeting. The directors should therefore present shareholders with suitable candidates for election as members of the committee. At least one-third of the members of the audit committee must have the relevant qualifications and experience. The curricula vitaes of the proposed members of the Audit and Risk Committee reflect that the proposed members have the relevant qualifications and experience to be appointed as members to the audit committee. At a meeting of the board of directors held on 3 November the board satisfied itself that the independent, non-executive directors offering themselves for election as members of the Company are independent, non-executive directors as contemplated in the Act and in King III; are suitably qualified and experienced to act as members of the Audit and Risk Committee of the Company; understand financial reporting, internal financial controls, the external audit process, risk management, sustainability issues and the governance processes in the Company; and have an understanding of International Financial Reporting Standards and other regulations applicable to the Company. 8. Proposed Ordinary Resolution Number 7 Endorsement of Remuneration Policy To endorse, through a non-binding advisory vote, the Company s remuneration policy (excluding the remuneration of the non-executive directors and the members of board committees for their services as directors and members of committees), as contained in the corporate governance report set out on pages 18 to 20 of the integrated annual report of which this notice forms part. Motivation/Explanation The reason for and effect of Proposed Ordinary Resolution Number 7 is to endorse the Company s remuneration policy through a non-binding advisory vote. 9. Proposed Ordinary Resolution Number 8 General authority over unissued shares reserved for the purpose of the Ingenuity Employee Share Trust Resolved that the unissued shares in the capital of the Company reserved for the purpose of the Ingenuity Employee Share Trust ( the Trust ), being the equivalent of shares, continue to be placed under the control of the directors who shall be authorised to allot and issue these shares in terms of the Trust at such time and on such terms as they may determine. Motivation/Explanation The reason for and effect of Proposed Ordinary Resolution Number 8 is to place the unissued shares in the capital of the Company reserved for the purpose of the Trust under the control of the directors, to allow the directors to allot and issue these shares in terms of the Trust at such time and on such terms as they may determine. 10. Proposed Ordinary Resolution Number 9 General authority to issue shares for cash Resolved that, subject to not less than 75% (seventy-five per cent) of the votes of those shareholders of the Company present in person or by proxy and entitled to vote at the AGM at which this ordinary resolution is considered, being cast in favour of this ordinary resolution, the directors of the Company be and are hereby authorised by way of a general authority, to allot and issue a maximum of 15% of the authorised shares for cash as they in their discretion deem fit, subject to the Act, the MOI of the Company, the JSE Listings Requirements and the following limitations, namely that: The general authority shall be valid until the date of the next AGM of the Company, provided that it shall not extend beyond 15 months from the date of this resolution. The shares which are the subject of this general authority must be of a class already in issue, or where this is not the case, must be limited to such securities or rights that are convertible into a class already in issue. A paid press announcement giving full details, including the number of shares issued, the average discount to the weighted average traded price of the shares over the 30 days prior to the date that the price of the issue was determined or agreed by the directors and the intended use of the funds raised, will be published after any issue representing, on a cumulative basis within any one financial year, 5% or more of the number of shares in issue prior to such issue. Issues in terms of this general authority will not in the aggregate exceed 15% of the Company s issued share capital excluding treasury shares (such 15% being an equivalent of shares at the date of this notice) in any one financial year. For purposes of determining the number of shares that may be issued, this number shall be based on the number of shares in issue at the date of the AGM, less any shares issued in terms of this authority by the Company during the current financial year and less any options/convertible securities that are convertible into shares during the current financial year. In the event of a sub-division or consolidation of issued shares during the period of this general authority, this general authority must be adjusted accordingly to represent the same allocation ratio. In determining the price at which an issue of shares will be made in terms of this general authority, the maximum discount permitted will be 10% of the weighted average traded price of the shares in question, as determined over the 30 business days prior to the date that the price of the issue is determined or agreed by the directors of the Company. Any such issue will only be made to public shareholders as defined in paragraphs 4.25 to 4.27 of the JSE Listings Requirements and not to related parties as defined in paragraph 10.1 of the JSE Listings Requirements. Motivation/Explanation The reason for and effect of Proposed Ordinary Resolution Number 9 is to grant the Company the general authority to issue shares for cash, in accordance with the provisions of the JSE Listings Requirements. The board requires the flexibility to enter into transactions for the benefit of the Company and the shareholders as a general body, which transactions may entail elements of allotments and issues of shares in the capital of the Company for cash. The exercise of the powers to be granted to the board, as contemplated in this ordinary resolution, shall always be subject to compliance with the other requirements of the Act and the provisions of the JSE Listings Requirements.

76 74 NOTICE OF AGM >> CONTINUED 11. Proposed Ordinary Resolution Number 10 General authority over unissued shares Resolved that, subject to a majority of the votes cast by all shareholders present, or represented by proxy and entitled to vote at the AGM at which this ordinary resolution is considered, after providing for the unissued shares in the capital of the Company reserved for the purpose of the Ingenuity Employee Share Trust, the balance of the authorised but unissued shares in the capital of the Company shall be placed under the control of the directors who shall be authorised to allot and issue these shares at such time and on such terms as they in their discretion deem fit, for such monetary or other consideration (whether payable in cash or otherwise) and to such person or persons as they in their discretion deem fit, subject to the provisions of the Act, the MOI of the Company and the JSE Listings Requirements. Motivation/Explanation The reason for and effect of Proposed Ordinary Resolution Number 10 is to place the balance of the unissued authorised shares in the capital of the Company, after providing for the unissued shares in the capital of the Company reserved for the purpose of the Trust, under the control of the directors. Any issue would be subject to the other requirements of the Act, the Company s MOI and the JSE Listings Requirements. Such authority shall endure until the next annual general meeting of the Company (at which time this authority shall lapse, unless it is renewed at the aforementioned annual general meeting), provided that it shall not extend beyond 15 (fifteen) months from the date on which this ordinary resolution is adopted. The board requires the flexibility to enter into transactions for the benefit of the Company and the shareholders as a general body, which transactions may entail elements of allotments and issues of shares in the capital of the Company. The exercise of the powers to be granted to the board, as contemplated in this ordinary resolution, shall always be subject to compliance with the other requirements of the Act and the provisions of the JSE Listings Requirements. 12. Proposed Ordinary Resolution Number 11 Authority to issue shares to enable shareholders to reinvest cash distributions Resolved that, subject to a majority of the votes cast by all shareholders present or represented by proxy and entitled to vote at the AGM at which this ordinary resolution is considered, the directors are authorised to issue to each shareholder who elects to reinvest their cash distribution by subscribing for shares in the Company ( the Reinvestment Option ) such number of shares as are equivalent in value to the distributions reinvested by such shareholder, on such terms as they in their discretion deem fit, subject to the provisions of the Act, the MOI of the Company and the JSE Listings Requirements. Motivation/Explanation The reason for and effect of Proposed Ordinary Resolution Number 11 is to allow shareholders to elect the Reinvestment Option should the Company elect, upon declaration by the Company of a cash distribution in respect of its shares, to afford all shareholders the option of reinvesting their cash distribution by subscribing for shares in the Company. 13. Proposed Special Resolution Number 1 Remuneration payable to non-executive directors Resolved in terms of section 66(9) of the Act that the annual remuneration of the non-executive directors for the twelve months from 1 September to 31 August 2016 be approved as follows: Board Chairman of the board R Director R Audit and Risk Committee Chairman R Member R Investments and Acquisition Committee Member R Remuneration and Nominations Committees Member R5 500 Social and Ethics Committee Member R Reason for and the effect of Special Resolution Number 1 The reason for and the effect of Special Resolution Number 1 is to grant the Company the authority to pay remuneration to its non-executive directors for their services as directors for the year ended 31 August Proposed Special Resolution Number 2 General approval to repurchase shares Resolved that the Company and/or any subsidiary of the Company be and are hereby authorised by way of a general approval to acquire the issued shares of the Company, upon such terms and conditions and in such amounts as the directors of the Company may from time to time determine, but subject to the MOI of the Company, the provisions of the Act and the JSE Listings Requirements, and provided that: the repurchase of shares may only be effected on the open market through the order book operated by the JSE trading system and done without any prior understanding or arrangement between the Company and the counterparty, or other manner approved by the JSE; the Company (or any subsidiary) is authorised to do so in terms of its MOI; this general authority shall be valid until the Company s next AGM, provided that it shall not extend beyond 15 (fifteen) months from the date of passing of this special resolution; at any point in time the Company will only appoint one agent to effect any repurchase(s) on the Company s behalf; in any one financial year the general authority to repurchase will be limited to a maximum of 20% of the Company s issued share capital of that class at the time authority is granted in that financial year; repurchases may not be made at a price greater than 10% above the weighted average of the market value for the securities for the 5 (five) business days immediately preceding the date on which the repurchase is effected; the Company makes an announcement in terms of paragraph of the JSE Listings Requirements when it has cumulatively repurchased more than 3% of the initial number of the relevant class of securities, and for each 3% in aggregate of the initial number of that class acquired thereafter; repurchases may not be made during a prohibited period as defined in paragraph 3.67 of the JSE Listings Requirements, unless a repurchase programme (where the dates and quantities of shares to be purchased during the prohibited period are fixed) is in place and full details thereof have been submitted to the JSE prior to the commencement of the prohibited period;

77 INGENUITY Integrated annual report 75 the Company and the group are in a position to repay their debt in the ordinary course of business for the 12 (twelve) month period after the date of the notice of the AGM; the assets of the Company and the group, being fairly valued in accordance with the accounting policies used in the latest annual financial statements are, after the repurchase, in excess of the liabilities of the Company and the group for the 12 (twelve) month period after the date of notice of the AGM; the ordinary capital and reserves of the Company and the group are adequate for the 12 (twelve) month period after the date of the notice of the AGM; the available working capital is adequate to continue the operations of the Company and the group for a period of 12 (twelve) months after the date of the notice of the AGM; and prior to entering the market to repurchase the Company s securities a board resolution to authorise the repurchase will have been passed in accordance with the requirements of section 46 of the Act, and stating that the board has acknowledged that it has applied the solvency and liquidity test as set out in section 4 of the Act and has reasonably concluded that the Company will satisfy the solvency and liquidity test immediately after completing the proposed repurchase. Reason for and effect of Special Resolution Number 2 The Company s MOI contains a provision allowing the Company or any subsidiary of the Company to repurchase securities issued by the Company subject to the approval of the members in terms of the MOI, the requirements of the Act and the JSE Listings Requirements. This special resolution will authorise the Company and/or its subsidiaries by way of a general authority from shareholders to repurchase ordinary shares issued by the Company. The directors of the Company have no specific intention to give effect to the resolution, but will continually review the Company s position, having regard to prevailing circumstances and market conditions, in considering whether to repurchase its own shares. Once adopted, this special resolution will permit the Company or any of its subsidiaries, to repurchase such ordinary shares in terms of the Act, its MOI and the JSE Listings Requirements. Disclosures in terms of paragraph of the JSE Listings Requirements The JSE Listings Requirements require the following disclosures in respect of Special Resolution Number 2, some of which are disclosed in this integrated annual report of which this notice forms part: major shareholders of the Company page 65 share capital of the Company page 47 Material changes Other than the facts and developments reported on in the integrated annual report, there have been no material changes in the affairs or financial position of the Company since the date of signature of the audit report and the date of this notice. Responsibility statement The directors, whose names are given on pages 12 and 13 of the integrated annual report in which this notice was included, collectively and individually accept full responsibility for the accuracy of the information given in this notice 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 the integrated annual report and notice contains all information required by law and the JSE Listings Requirements. 15. Proposed Special Resolution Number 3 Conversion of share capital from par value shares to no par value shares "Resolved that the shares in the Company (comprising the authorised and issued shares) be converted from shares with a par value of R0.01 (one cent) each into shares of no par value on the basis that each existing share of R0.01 (one cent) be converted into one share with no par value such that, save as to the nominal value, the no par value shares shall have the same rights and rank pari passu in all respects with the par value shares." Reason for and effect of Special Resolution Number 3 The reason for Special Resolution Number 3 is that the Act limits the Company s ability to restructure its par value share capital. In order to meet the requirements of the Act that the Company's shares do not have a nominal or par value, the Company's shares must be converted from shares with a nominal value of R0.01 (one cent) each into shares of no par value in compliance with the requirements of the Act. The effect of Special Resolution Number 3 is that the Company's share capital will be converted from (two billion) authorised ordinary shares of R0.01 (one cent) each into (two billion) authorised ordinary shares of no par value. The Regulations to the Act require that, when the Company converts its shares into no par value shares, the board of directors shall prepare a report in respect of the proposed conversion which, inter alia, evaluates whether there are any material adverse effects of the conversion on the shareholders of the Company. The report of the board of directors of the Company for this purpose is included as Annexure 1 to this notice. 16. Proposed Special Resolution Number 4 Increase in authorised share capital Resolved that the number of authorised shares of the Company be increased from (two billion) ordinary shares to (six billion) ordinary shares by the creation of (four billion) ordinary shares of no par value, which shares shall carry the same rights, and rank pari passu in all respects with, the existing ordinary shares." Reason for and effect of Special Resolution Number 4 Special Resolution Number 4 is to authorise and implement the increase of the authorised ordinary share capital of the Company. 17. Proposed Special Resolution Number 5 Amendment to the MOI Resolved that the shareholders hereby approve the amendment of clause 7.1 of the MOI by the deletion of the words (two billion) ordinary Shares with a par value of R0.01 (one cent) and the insertion of the words (six billion) ordinary Shares with no par value and the deletion of clause 7.5 in its entirety. Reason for and effect of Special Resolution Number 5 Special Resolution Number 5 is to authorise the Company to amend the MOI as contemplated in Special Resolutions Numbers 3 and 4 above. The MOI will be available for inspection during normal business hours at the registered office of the Company from the date of this notice, up to an including the date of the AGM.

78 76 NOTICE OF AGM >> CONTINUED 18. Proposed Special Resolution Number 6 Authority to issue shares to directors who elect to reinvest their cash distributions Resolved that the directors are authorised to issue to each shareholder, including persons contemplated in section 41(1) of the Act (which includes present or future directors or officers of the Company and persons related or interrelated to the Company or its directors and officers, who elect to reinvest their cash distribution under the Reinvestment Option), such number of shares as are equivalent in value to the distributions reinvested by such shareholder, on such terms as they in their discretion deem fit, subject to the provisions of the Act, the MOI of the Company and the JSE Listings Requirements. Reason for and effect of Proposed Special Resolution Number 6 The reason for and effect of Proposed Special Resolution Number 6 is to comply with the provisions of the Act which requires an issue of shares to present or future directors or officers of the Company or their related persons to be approved by special resolution. To the extent that the Company elects to offer shareholders the Reinvestment Option upon declaration by the Company of a cash distribution in respect of its shares, and such shareholders are persons contemplated in section 41 of the Act, the directors will be authorised to issue shares to shareholders who are also persons as contemplated in section 41 of the Act. 19. Transaction of general business To transact such other general business as may be dealt with at the AGM. By order of the board M WAGENHEIM Company Secretary Cape Town 20 November Registered office Suite 102, First Floor, Intaba 25 Protea Road Claremont, 7708 Transfer secretaries Computershare Investor Services Proprietary Limited 70 Marshall Street Johannesburg, 2001

79 INGENUITY Integrated annual report 77 Annexure 1 Ingenuity Property Investments Limited (Incorporated in the Republic of South Africa) Registration number: 2000/018084/06 REPORT PREPARED BY THE BOARD OF DIRECTORS IN RELATION TO THE CONVERSION OF THE ORDINARY PAR VALUE SHARES TO SHARES HAVING NO PAR VALUE IN TERMS OF REGULATION 31(7) AND 31(8) OF THE COMPANIES REGULATIONS, Introduction 1.1 The Companies Act limits the Company s ability to authorise and issue further par value shares. In order to conform the Company s share capital to the requirements of the Companies Act such that the Company s shares do not have a nominal or par value and increase the authorised share capital, the board of directors of the Company recommends that the Existing Ordinary Shares be converted to shares having no par value pursuant to the provisions of Regulation This Report sets out the various requirements of Regulation 31 as more fully discussed under paragraphs 3 and 4 required for the approval by special resolution by holders of Existing Ordinary Shares, being the shareholders of the Company, to effect the Conversion in order to allow for the increase in the authorised share capital of the Company. 2. Definitions 2.1 Commission means the Companies and Intellectual Property Commission; 2.2 Company means Ingenuity Property Investments Limited, a public company incorporated in the Republic of South Africa, with Registration Number 2000/018084/06, having its ordinary shares listed on the securities exchange of the JSE Limited; 2.3 Companies Act means the Companies Act 71 of 2008, as amended; 2.4 Conversion means the proposed conversion of the Existing Ordinary Shares to shares having no nominal or par value without detracting from any of the rights currently associated with the Existing Ordinary Shares; 2.5 Existing Ordinary Shares means the ordinary shares in the Company with a par value of R0.01 (one cent), authorised and in issue as at the date of this Report; 2.6 Memorandum of Incorporation means the memorandum of incorporation of the Company; 2.7 Regulations means the regulations promulgated under the Companies Act and Regulation shall be construed accordingly; 2.8 Report means this report prepared by the board of directors of the Company in terms of Regulation 31(7); 2.9 SARS means the South African Revenue Service; and 2.10 Securities means any shares, debentures or other instruments, irrespective of their form or title, issued or authorised to be issued by the Company. 3. Special resolutions 3.1 Regulation 31(6) provides that the conversion of shares with a nominal or par value to shares having no nominal or par value will have been adopted only if it is approved by: a special resolution adopted by the holders of shares of each such class of shares; and a further special resolution adopted by a meeting of all the Company s shareholders called for that purpose. 3.2 It is recorded that the holders of the Existing Ordinary Shares are the only shareholders of the Company. 3.3 In order to comply with the provisions of Regulation 31(6) the board of directors of the Company proposes that the holders of Existing Ordinary Shares, being the only shareholders of the Company, resolve that the following special resolution be passed to implement the Conversion: Resolved that the shares in the Company (comprising the authorised and issued shares) be converted from shares with a par value of R0.01 (one cent) each into shares of no par value on the basis that each existing share of R0.01 be converted into one share with no par value such that, save as to the nominal value, the no par value shares shall have the same rights and rank pari passu in all respects with the par value shares. 4. Further information and effect This paragraph 4 sets out the disclosure required to be made to the holders of the Existing Ordinary Shares as contemplated in Regulation 31(7). 4.1 Information that may affect the value of the Securities affected by the Conversion The value of each of the Existing Ordinary Shares will be unaffected by the Conversion as none of the underlying rights of the holders of the Existing Ordinary Shares will be affected by the Conversion.

80 78 Annexure 1 >> CONTINUED 4.2 Classes of holders of the Company s Securities affected by the Conversion It is recommended that the Conversion be implemented in respect of the Existing Ordinary Shares to provide for greater flexibility of the Company s share capital The Conversion will affect all registered holders of the Existing Ordinary Shares, being the holders of the entire issued share capital of the Company. 4.3 Material effects that the Conversion will have on the rights of the holders of the Securities affected by the Conversion The rights of the registered holders of the Existing Ordinary Shares will not be affected by the Conversion In particular, but without limitation, none of the followings rights attaching to the Existing Ordinary Shares will be affected by the Conversion: the right to attend, speak, participate in and vote at a meeting of the shareholders of the Company; the right to be entered into the Company s register of members; the right to receive distributions, if and when declared and/or made by the Company; the right to receive the net assets of the Company on its liquidation. 4.4 Material adverse effects of the proposed arrangement against the compensation that any of those persons will receive in terms of the arrangement No compensation will be received by any persons pursuant to the Conversion contemplated herein and there will be no material adverse effects as a result of the Conversion. 5. General In terms of Regulation 31(8)(b) of the Regulations, a copy of this Report will be filed with the Commission and SARS at the same time that this Report is published to the shareholders of the Company. MARK WAGENHEIM Financial Director Cape Town 20 November On behalf of the board of directors Ingenuity Property Investments Limited Registered office Suite 102, First Floor, Intaba 25 Protea Road Claremont, 7708

81 Form of proxy For use only by certificated shareholders and dematerialised shareholders with own name registration, at the annual general meeting of shareholders of the Company to be held at Suite 102, First Floor, Intaba, 25 Protea Road, Claremont, Cape Town at 09h00 on Friday, 22 January I/We (block letters) of (address) telephone number cellphone number address being the registered holder/s of ordinary shares hereby appoint 1. or, failing him/her 2. or, failing him/her 3. the chairman of the annual general meeting as my/our proxy to vote for me/us and on my/our behalf at the annual general meeting of the Company to be held on Friday, 22 January 2016 and at any adjournment thereof as follows: Number of shares Resolution In favour of Against Abstain Ordinary Resolution Number 1 Re-appointment of auditor Ordinary Resolution Number 2 Re-election of Mr LH Cohen as a director and member of the Remuneration Committee, Nominations Committee, and Investments and Acquisitions Committee Ordinary Resolution Number 3 Re-election of Mr RC Squire-Howe as a director and chairman of the board and member of the Audit and Risk Committee, Remuneration Committee, Nominations Committee, and Investments and Acquisitions Committee Ordinary Resolution Number 4 Appointment of Mr RS Schur as chairman and member of the Audit and Risk Committee Ordinary Resolution Number 5 Appointment of Mr RC Squire-Howe as member of the Audit and Risk Committee Ordinary Resolution Number 6 Appointment of Mr DB Fabian as member of the Audit and Risk Committee Ordinary Resolution Number 7 Endorsement of remuneration policy Ordinary Resolution Number 8 General authority over unissued shares reserved for the purpose of the Ingenuity Employee Share Trust Ordinary Resolution Number 9 General authority to issue shares for cash Ordinary Resolution Number 10 General authority over unissued shares Ordinary Resolution Number 11 Authority to issue shares to enable shareholders to reinvest cash distributions Special Resolution Number 1 Remuneration payable to non-executive directors Special Resolution Number 2 General approval to repurchase shares Special Resolution Number 3 Conversion of share capital from par value shares to no par value shares Special Resolution Number 4 Increase in authorised share capital Special Resolution Number 5 Amendment to the MOI Special Resolution Number 6 Authority to issue shares to directors who elect to reinvest their cash distributions Please indicate with an X in the appropriate spaces above how you wish your votes to be cast. Unless otherwise instructed, my/our proxy may vote as he/she thinks fit. (Incorporated in the Republic of South Africa) (Registration number 2000/018084/06) JSE code: ING ISIN: ZAE ( the Company ) Signed at (place) on (date) Shareholder s signature Registered office and postal address Transfer secretaries Suite 102, First Floor, Intaba Computershare Investor Services Proprietary Limited 25 Protea Road PO Box Claremont Marshalltown Cape Town Tel: Fax:

82 INSTRUCTIONS AND NOTES TO THE PROXY 1. A shareholder entitled to attend and vote at the above-mentioned meeting is entitled to appoint a proxy to attend, speak and vote in his/her stead. The proxy need not be a member of the Company. 2. A shareholder may insert the name of a proxy or the names of two alternative proxies of the shareholder s choice in the space/s provided with or without deleting the chairman of the annual general meeting. The person whose name appears first on the form of proxy and who is present at the annual general meeting will be entitled to act as proxy to the exclusion of those whose names follow. 3. A shareholder or his/her proxy is not obliged to use all the votes exercisable by the shareholder or his/her proxy, but the total of votes cast and in respect of which any abstention is recorded may not exceed the total votes exercisable by the shareholder or his/her proxy. 4. Any deletion, alteration or correction to this form of proxy must be initialled by the signatory/ies. 5. Documentary evidence establishing the authority of a person signing this form of proxy in the representative capacity must be attached to this form of proxy unless previously recorded by the Company. 6. Forms of proxy must be lodged at or posted to the transfer secretaries or the registered office of the Company: Transfer secretaries: Computershare Investor Services Proprietary Limited, PO Box 61051, Marshalltown, 2107; or Registered offices: Suite 102, 1st Floor, Intaba, 25 Protea Road, Claremont, Cape Town, 7708 to be received by not later than 09h00 on Wednesday, 20 January The completion and lodging of this form of proxy by certificated members and dematerialised shareholders with own name registration will not preclude the shareholder from attending the annual general meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof should such shareholder wish to do so. 8. Dematerialised shareholders, other than with own name registration, must advise their Central Securities Depository Participant ( CSDP ) or broker of their voting instructions if they are unable to attend the annual general meeting, but wish to be represented thereat. This should be done by the cut-off time stipulated by their CSDP or broker. If, however, such shareholders wish to attend the annual general meeting in person, then they will need to request their CSDP or broker to provide them with the necessary letter of representation in terms of the custody agreement entered into between the dematerialised shareholder and the CSDP or broker. 9. A form of proxy shall be deemed to include the right to demand or join in demanding a poll.

83 CORPORATE INFORMATION INGENUITY PROPERTY INVESTMENTS LIMITED (Registration number 2000/018084/06) JSE CODE ING ISIN ZAE COMPANY SECRETARY M Wagenheim CONTACT DETAILS Tel: Fax: [email protected] REGISTERED OFFICE Suite 102, 1st Floor, Intaba 25 Protea Road, Claremont Cape Town, 7708 TRANSFER SECRETARIES Computershare Investor Services Proprietary Limited 70 Marshall Street, Johannesburg, 2001 AUDITORS Mazars SPONSOR Nedbank Corporate and Investment Banking COMMERCIAL BANKERS Absa Bank Limited and Nedbank Limited LEVEL OF ASSURANCE These annual financial statements have been audited in compliance with the applicable requirements of the Companies Act No. 71 of South Africa SHAREHOLDERS DIARY Publication of final year-end results 5 November Annual report posted to shareholders 30 November Annual general meeting 22 January 2016 Interim reporting date 29 February 2016 Publication of interim report 29 April 2016 Financial year-end: August 2016 Publication of final 2016 year-end results 11 November 2016

84 Suite 102, 1st Floor, Intaba 25 Protea Road, Claremont, 7708, Cape Town, South Africa ingenuityproperty.com