Conditional deferred payment and dealing in shares by an associate of a director Accelerate Property Fund Limited Incorporated in the Republic of South Africa Registration number 2005/015057/06 Share code: APF ISIN: ZAE000185815 (“Accelerate” or “the Company”) (Approved as a REIT by the JSE) Conditional deferred payment and dealing in shares by an associate of a director 1. Conditional deferred payment In 2013, Accelerate entered into sale and purchase agreements with certain vendors (the “Vendors”), whereby the Vendors sold property letting enterprises (“Letting Enterprises”) to Accelerate for a purchase price (“Purchase Price”) that was settled on the date of registration of the transfer in the Deeds Office, being 11 December 2013 (the “Transfer Date”). In addition to payment of the Purchase Price, it was agreed that a further amount would be payable to the Michael Family Trust in the form of a deferred payment (“Conditional Deferred Payment”) which is conditional upon the Vendors letting the vacant premises (forming part of the Letting Enterprises) to tenants under new leases during the three years from the Transfer Date. The terms and conditions of the Conditional Deferred Payment are set out in the pre-listing statement of the Company, issued on 27 November 2013. The Conditional Deferred Payment is calculated in accordance with a formula, subject to a maximum amount per Letting Enterprise, and is payable bi-annually. The Conditional Deferred Payment is to be settled through the allotment and issue of new Accelerate ordinary shares (“Additional Shares”), to the Michael Family Trust, at a clean 30-day volume-weighted average price (“VWAP") of Accelerate shares. Shareholders are hereby advised that a payment in terms of the Conditional Deferred Payment has been made by Accelerate, whereby 29 890 954 Additional Shares were issued and allotted to the Michael Family Trust on 17 September 2014 at a price per Additional Share of R5.42, being the 30-day VWAP of Accelerate shares as at 11 September 2014, amounting to a total value of R162 008 971. EY has performed agreed upon procedures with respect to the issue of 29 890 954 shares to the Michael Family Trust in terms of the Conditional Deferred Payment Agreement dated 20 November 2013, in order to test whether the conditions for the Additional Shares to be issued have been met and the number of Additional Shares to be issued was accurately calculated (the “EY Report”). This engagement was undertaken in accordance with the International Standard on Related Services ISRS 4400: ‘Engagements to perform agreed-upon procedures regarding financial information’, and does not constitute an audit or a review. The EY Report is available for inspection at Accelerate’s registered office, Cedar Square Shopping Centre, Management Office, 1st Floor, Corner Willow Avenue and Cedar Road, Fourways, Johannesburg. 2. Dealing in shares by an associate of a director Michael Georgiou, the chief executive officer of Accelerate, is a trustee and beneficiary of the Michael Family Trust. The Michael Family Trust is considered to be an associate of Michael Georgiou. The off-market subscription of 29 890 954 Additional Shares by the Michael Family Trust is classified as a dealing in securities by an associate of a director in terms of section 3.63 of the Listings Requirements of the JSE Limited. This subscription will increase the Michael Family Trust’s beneficial interest in the Company to 68 269 612 Accelerate Shares, representing 10.1% of the total number of Accelerate Shares in issue. Johannesburg 17 September 2014 Sponsor KPMG Services (Pty) Ltd Auditors Ernst & Young Inc. Date: 17/09/2014 07:30:00 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.