Acquisition of Tembisa Mega Mart, Orange Farm and Melki portfolio and cautionary announcement DIPULA INCOME FUND LIMITED (formerly Dipula Property Fund (Pty) Ltd) Registration number 2005/013963/06 JSE code for A-linked units: DIA ISIN for A-linked units: ZAE000158317 JSE code for B-linked units: DIB ISIN for B-linked units: ZAE000158325 (“Dipula” or the “company”) ACQUISITION OF TEMBISA MEGA MART, ORANGE FARM AND MELKI PORTFOLIO AND CAUTIONARY ANNOUNCEMENT Introduction Linked unitholders are advised that Dipula has concluded agreements for the acquisition of Tembisa Mega Mart (the “Tembisa acquisition”), which property is currently under development, Orange Farm Phase 1 (the “Orange Farm acquisition”) and the Melki Portfolio (the “Melki acquisition”) (collectively, the “acquisitions”). Categorisation of the acquisitions The Tembisa acquisition is classified as a Category 2 transaction in terms of the JSE Listings Requirements. The Orange Farm and Melki acquisitions are non-categorisable transactions in terms of the JSE Listings Requirements. The acquisitions are not subject to Dipula unitholder approval. Terms and conditions precedent to the Tembisa acquisition The total purchase consideration payable by Dipula in respect of the Tembisa acquisition is anticipated to be R169 013 250. The purchase price is based on the developer’s net income projection and will be adjusted accordingly should the actual net income differ from the projected net income. Payment of the purchase price will be secured by way of debt and/or equity funding. The purchase price shall be paid against registration of transfer of the property into the name of Dipula. The property has been acquired from Realty Dynamix 107 Proprietary Limited. The acquisition is subject to the following key suspensive conditions: - completion of a due diligence; - finalisation of the development plan; - the seller concluding signed lease agreements on terms and conditions acceptable to Dipula in respect of at least 90% of the gross lettable area, of which 85% must be let to national tenants; - Dipula Board approval; - Dipula securing debt funding for at least 40% of the purchase price; - the development being finally completed by 1 April 2014; and - to the extent necessary, approval by the Competition Authorities. Terms of the Orange Farm and Melki acquisitions The total purchase consideration payable by Dipula in respect of the Orange Farm acquisition is R42 000 000. The purchase consideration shall be paid against registration of transfer of the property into the name of Dipula and shall be funded by debt and/or equity funding. The total purchase consideration payable by Dipula in respect of the Melki acquisition is R57 000 000. The purchase consideration shall be paid against registration of transfer of the property into the name of Dipula and shall be funded by debt and/or equity funding. Details of the properties The property specific information required in terms of the JSE listings Requirements in relation to the acquisitions is set out below. Property name and address Sector Rental area Weighted average gross (m2) rental per m2 Tembisa Mega Mart, Tembisa, Gauteng Retail 14 007 R127.62 Orange Farm Phase 1, Gauteng Retail 5 600 R62.00 Melki Portfolio, Kwa-Zulu Natal Retail 6 900 R83.96 The rental enterprise businesses are being acquired with effect from the date of transfer of the underlying properties into Dipula’s name and are valued by the company at an amount equivalent to the purchase price payable for the business. Financial effects and cautionary The financial effects of the Tembisa acquisition are still in the process of being finalised and will be published in due course. Unitholders of Dipula are advised to exercise caution when dealing in their linked units until the financial effects of the acquisition are announced. Johannesburg 12 November 2012 Sponsor Java Capital Date: 12/11/2012 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.