Vukile Prop Fund/Synergy Income Fund Ltd - Vukile’s acquisition of the Synergy management company VUKILE PROPERTY FUND LIMITED SYNERGY INCOME FUND LIMITED (Incorporated in the Republic of South Africa) (Incorporated in the Republic of South Africa) (Registration number 2002/027194/06) (Registration number 2007/032604/06) ISIN: ZAE000056370 JSE share code: SGA ISIN: ZAE000161550 JSE share code: VKE NSX share code: VKN JSE share code: SGB ISIN: ZAE000162293 (“Vukile”) (“Synergy”) VUKILE’S ACQUISITION OF THE SYNERGY MANAGEMENT COMPANY Post the recent Vukile offer process to Synergy unitholders, Synergy has been constituted as a subsidiary of Vukile. Vukile currently holds 88.09% of Synergy B linked units and 11.88% of Synergy A linked units, comprising 64.61% of the entire issued capital of Synergy. In order to further align Vukile’s interests with those of the remaining Synergy unitholders, Vukile has concluded an agreement with the shareholders of Capital Land Asset Management Proprietary Limited, being the asset and property manager of Synergy (the “Synergy Manco”) in terms of which Vukile will acquire, with effect from 1 May 2015, 100% of the equity in the Synergy Manco for a maximum purchase consideration of R106 million (the “acquisition”). The acquisition remains subject to the fulfilment of various conditions precedent, including the completion, to the sole satisfaction of Vukile, of a comprehensive due diligence investigation in respect of the Synergy Manco. The acquisition incorporates terms, conditions, warranties and indemnities usual for an agreement of the nature contemplated. Subject to the fulfilment of the outstanding conditions to the acquisition, the Synergy Manco will be constituted as a wholly-owned subsidiary of Vukile. The existing management arrangements between Synergy and the Synergy Manco will not be affected by the acquisition and the Synergy Manco will continue to render its asset and property management services to Synergy in terms of the existing management agreement. Subject to the acquisition becoming unconditional in accordance with its terms: - William Brooks, Synergy’s CEO, has undertaken to resign as a director of Synergy with effect from 1 May 2015; and - Anton Raubenheimer, Synergy’s FD, has undertaken to resign as a director of Synergy on finalisation of Synergy’s financial statements. for the period ending 31 March 2015 The acquisition falls below the minimum categorisation thresholds stipulated by the JSE Listings Requirements. Accordingly, the salient details of the acquisition are being published for information purposes only. The acquisition is anticipated to be earnings-enhancing from a Vukile perspective (it being noted that the financial information on which the aforesaid statement is based has not been reviewed by Vukile’s auditors). The acquisition will have no financial effect on Synergy. The further alignment of Vukile and Synergy occasioned by the acquisition is anticipated to yield operational efficiencies to the benefit of both Synergy directly and all its unitholders (including Vukile). 10 March 2015 JSE sponsor and corporate adviser to Vukile Java Capital Attorneys to Vukile Fluxmans Attorneys NSX sponsor to Vukile IJG Securities (Pty) Ltd Sponsor to Synergy Java Capital Date: 10/03/2015 02:15:00 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.