Detailed Cautionary Announcement ORION REAL ESTATE LIMITED (Incorporated in the Republic of South Africa) (Registration number: 1997/021085/06) Share Code: ORE ISIN: ZAE000075651 ("Orion Real Estate" or “the company”) DETAILED CAUTIONARY ANNOUNCEMENT Shareholders are advised that Orion Real Estate Limited (“Orion”) and Lipizzan Real Estate Investment Trust Proprietary Limited (“Lipizzan”) have entered into a Memorandum of Understanding whereby Lippizzan will sell properties for cash and shares in Orion (“the Transaction”), subject to a number of conditions precedent. Orion has undertaken to deal exclusively with this Transaction and Lipizzan for a period of four months from the acceptance of the proposal. The Transaction will be conditional, inter alia, upon the following: - Orion conducting a due diligence exercise on the relevant assets and group entities involved in the Transaction and acceptance of the information derived from the due diligence investigation; - conclusion of the sale and purchase agreements (and such other agreements as the parties may wish to conclude in relation to the Transaction) between Orion and the Sellers; - corporate authorisations and approvals of the Sellers and Orion shareholders and directors; - the granting and conclusion of funding agreements in relation to the Cash Element of the purchase price between Orion and its financiers; - regulatory approvals being obtained (a set of specific conditions will be included in the relevant agreements to cover any mandatory and suspensory competition and regulatory approvals. The relevant approvals will be confirmed pending completion of the competition and regulatory analysis). Detailed terms, financial information and other information will be published following the completion of the due diligence exercise and on the conclusion of the various legal agreements. CAUTIONARY ANNOUNCEMENT With regard to the above Transaction, shareholders are advised to exercise caution when dealing in the company’s securities until a full announcement is made. Johannesburg 4 August 2017 Sponsor Arbor Capital Sponsors Proprietary Limited Date: 04/08/2017 03:24:00 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.