Finalisation announcement in respect of scheme of arrangement INGENUITY PROPERTY INVESTMENTS LIMITED (Incorporated in the Republic of South Africa) (Registration number 2000/018084/06) JSE share code: ING ISIN: ZAE000127411 (“Ingenuity”) FINALISATION ANNOUNCEMENT IN RESPECT OF SCHEME OF ARRANGEMENT Shareholders are referred to the announcements released on SENS on 16 July 2019, 23 August 2019, 26 September 2019 and the Circular dispatched to shareholders on 23 August 2019 relating to: - a scheme of arrangement in terms of section 114(1)(e) of the Companies Act proposed by the Ingenuity Board between Ingenuity and the Scheme Participants; - separate but concurrent to the Scheme, a conditional general offer by Ingenuity to the Eligible Shareholders in terms of sections 48 and 117(1)(c)(v) of the Companies Act and paragraphs 1.15(c) and 5.69 of the Listings Requirements to acquire all of the General Offer Shares, with such General Offer to be implemented only if the Scheme fails; and - the Delisting of all Ingenuity shares from the JSE pursuant to the implementation of the Scheme or, if the Scheme fails, pursuant to the Delisting Resolution being approved and the General Offer being implemented. The board of Ingenuity is pleased to announce that all outstanding conditions precedent to the Scheme have now been fulfilled and accordingly, the General Offer has lapsed. The salient dates contained in the Circular in respect of the implementation of the Scheme and Delisting remain unchanged. Capitalised terms used in this announcement that are not otherwise defined, bear the meaning ascribed to them in the Circular. INDEPENDENT BOARD RESPONSIBILITY STATEMENT The Board, including the Independent Board, accepts responsibility for the information contained in this announcement and, to the best of their collective knowledge and belief, the information contained in this announcement is true and this announcement does not omit anything likely to affect the importance of the information. CAPE TOWN 22 October 2019 FINANCIAL ADVISER AND TRANSACTION SPONSOR TO INGENUITY Investec Bank Limited LEGAL ADVISER TO INGENUITY Webber Wentzel INDEPENDENT EXPERT BDO Corporate Finance Proprietary Limited INDEPENDENT REPORTING ACCOUNTANT AND AUDITOR TO INGENUITY Mazars SPONSOR Nedbank Corporate and Investment Banking, a division of Nedbank Limited Date: 22/10/2019 09:00:00 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.