Circular to Ingenuity shareholders

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This circular is important and requires your immediate attention

The definitions commencing on page 4 of the circular apply mutatis mutandis to this cover.

Action required

• If you are in any doubt as to what action you should take arising from the circular, please consult your broker, CSDP, banker, accountant, attorney or other professional adviser immediately.

• If you have disposed of all of your shares in Ingenuity, please forward the circular to the purchaser of such shares or to the broker, CSDP, banker, accountant, attorney or other agent through whom the disposal was effected.

(Incorporated in the Republic of South Africa) (Registration number 2000/018084/06) Share code: ING ISIN: ZAE000127411

(“Ingenuity” or “the Company”)

Circular to Ingenuity shareholders

regarding:

• ratification by shareholders of the Acquisition by Ingenuity of the property known as Newspaper House, situated at 122 St George’s Mall, Cape Town;

and incorporating:

• a notice convening a general meeting of shareholders; and

• a form of proxy (for use by holders of certificated shares and dematerialised shares with own-name registration only).

Investment bank Independent reporting Independent property

and sponsor accountants valuer

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Corporate information and advisers

The definitions commencing on page 4 of the circular apply mutatis mutandis to this corporate information and advisers section.

Company secretary and business address M Wagenheim

Suite 102, 1st Floor INTABA Building 25 Protea Road Claremont Cape Town, 7708

Investment bank and sponsor

Nedbank Capital, a division of Nedbank Limited (Registration number 1951/000009/06) 3rd Floor, Corporate Place, Nedbank Sandton 135 Rivonia Road

Sandton, 2196

(PO Box 1144, Johannesburg, 2000) Transfer secretaries

Computershare Investor Services Proprietary Limited (Registration number 2004/003647/06)

Ground Floor 70 Marshall Street Johannesburg, 2001

(PO Box 61051, Marshalltown, 2107)

Independent reporting accountants Mazars

Mazars House

Rialto Road, Grand Moorings Precinct Century City, 7441

(PO Box 134, Century City, 7446)

Property valuer

Mills Fitchet Magnus Penny Proprietary Limited (Registration number 1996/004736/07) 20th Floor, 1 Thibault Square

Long Street Cape Town, 8001

(PO Box 4442, Cape Town, 8000)

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Action required by shAreholders

The definitions commencing on page 4 of the circular apply mutatis mutandis to this action required by shareholders section.

Please take careful note of the following provisions regarding the action required by shareholders

1. If you have disposed of all of your Ingenuity shares, the circular should be handed to the purchaser of such shares or the broker, CSDP, banker, accountant, attorney or other agent who disposed of your Ingenuity shares for you.

2. If you are in any doubt as to what action to take, consult your broker, CSDP, banker, accountant, attorney, or other professional adviser immediately.

3. The circular contains information relating to the Acquisition. You should carefully read through the circular and decide how you wish to vote on the resolutions to be proposed at the general meeting.

4. The general meeting, convened in terms of the notice incorporated in the circular, will be held at Suite 102, 1st Floor, INTABA Building, 25 Protea Road, Claremont, Cape Town, on Tuesday, 20 March 2012, commencing at 10:00.

5. General meeting

5.1 If you hold dematerialised Ingenuity shares 5.1.1 Own-name registration

You are entitled to attend in person, or be represented by proxy, at the general meeting.

If you are unable to attend the general meeting but wish to be represented thereat, you must complete and return the attached form of proxy, in accordance with the instructions contained therein, to be received by the transfer secretaries, Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) by no later than 10:00 on Monday, 19 March 2012.

5.1.2 Other than own-name registration

You are entitled to attend, or be represented by proxy, at the general meeting. You must advise your CSDP or broker timeously if you wish to attend, or be represented at the general meeting. If you do wish to attend or be represented at the general meeting, your CSDP or broker will be required to issue the necessary Letter of Representation to you to enable you to attend or to be represented at the general meeting.

You must not complete the attached form of proxy.

If your CSDP or broker does not contact you, you are advised to contact your CSDP or broker and provide them with your voting instructions. If your CSDP or broker does not obtain instructions from you, they will be obliged to act in terms of your mandate furnished to them.

5.2 If you hold certificated Ingenuity shares

5.2.1 You are entitled to attend, or be represented by proxy, at the general meeting.

5.2.2 If you are unable to attend the general meeting, but wish to be represented thereat, you must complete and return the attached form of proxy, in accordance with the instructions contained therein, to be received by the transfer secretaries, Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) by no later than 10:00 on Monday, 19 March 2012.

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sAlient dAtes And times

The definitions commencing on page 4 of the circular apply mutatis mutandis to this salient dates and times section.

2012

Circular posted to shareholders on Monday, 20 February

Last day to trade in order to be recorded in the register on the voting record date Friday, 2 March

Record date for voting Friday, 9 March

Forms of proxy to be received by 10:00 on Monday, 19 March

General meeting to be held at 10:00 on Tuesday, 20 March

Results of the general meeting released on SENS on Tuesday, 20 March

Results of the general meeting published in the press on Thursday, 22 March

Notes:

1. These dates and times are subject to amendment. Any such amendment will be released on SENS and in the South African press.

2. Copies of the circular may be obtained in English only at the Company’s registered office and Nedbank Capital’s offices during normal business hours from Monday, 20 February 2012 until the date of the general meeting. Details of Ingenuity and Nedbank Capital are set out in the corporate information and advisers section of the circular.

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definitions

In the circular, unless otherwise stated or the context otherwise indicates, the words in the first column below shall have the meaning stated opposite them, respectively, in the second column below, reference to the singular shall include the plural and vice versa, words denoting one gender shall include the other genders, and an expression denoting natural persons shall include juristic persons and associations of persons:

“the Acquisition” the acquisition by Ingenuity of the Property;

“the Agreement” the Agreement entered into by Independent Newspapers and Ingenuity dated 5 October 2011 regarding the Acquisition and the First Addendum to and Reinstatement of the Sale Agreement dated 10 November 2011;

“board” or “directors” the board of directors of Ingenuity whose names are reflected in paragraph 6 of the circular;

“business day” a day other than a Saturday, Sunday or official public holiday in South Africa;

“certificated share(s)” Ingenuity share(s) represented by a share certificate(s) or other physical document(s) of title, which have not been surrendered for dematerialisation in terms of the requirements of Strate;

“certificated shareholder(s)” Ingenuity shareholder(s) who hold certificated share(s);

“the circular” this circular, dated Monday, 20 February 2012, including all annexures, the notice of general meeting and the form of proxy;

“Companies Act” the Companies Act, No. 71 of 2008, as amended;

“Computershare” or “transfer secretaries” Computershare Investor Services Proprietary Limited (Registration number 2004/003647/06), a private company incorporated and registered in South Africa and the transfer secretaries to Ingenuity;

“the Consideration Shares” 80 000 000 Ingenuity shares issued at a price of R0.50 per share, which price is at a 7.5% premium to the VWAP;

“CSDP” a Central Securities Depository Participant, appointed by individual shareholder(s) for the purpose of and in regard to dematerialisation in terms of the Securities Services Act, No 36 of 2004, as amended;

“dematerialised share(s)” Ingenuity share(s) that have been dematerialised through a CSDP or broker and are held on the sub-register of shareholders administered by CSDPs in electronic form;

“dematerialised shareholder(s)” Ingenuity shareholder(s) that have dematerialised their Ingenuity share(s) through a CSDP and have instructed the CSDP to hold their Ingenuity share(s) on the sub-register maintained by the CSDP and forming part of the Ingenuity share register;

“document(s) of title” share certificate(s), transfer deed(s) or form(s), balance receipt(s) or any other document(s) of title acceptable to Ingenuity in respect of certificated shareholder(s);

“EPS” earnings per share;

“Financial Effects” the unaudited pro forma financial effects of the Acquisition;

“general meeting” the general meeting of shareholders to be held at Suite 102, 1st Floor, INTABA Building, 25 Protea Road, Claremont, Cape Town on Tuesday, 20 March 2012 at 10:00 to consider and, if deemed appropriate, to ratify the Acquisition;

“group” Ingenuity and its subsidiaries from time to time;

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“Independent News and Media” Independent News and Media PLC (Registered number 2936), a public company incorporated and registered in the Republic of Ireland and the shares of which are listed on the Irish Stock Exchange;

“Independent News” Independent News and Media (South Africa) Proprietary Limited (Registration number 1991/005270/07), a private company incorporated and registered in South Africa and a wholly-owned subsidiary of Independent News and Media;

“Independent Newspapers” or “the Seller” Independent Newspapers Proprietary Limited (Registration number 1989/004672/07), a private company incorporated and registered in South Africa and a wholly-owned subsidiary of Independent News;

“Ingenuity share(s)” ordinary shares in the Company, listed on the JSE;

“Ingenuity’s Results” Ingenuity’s abridged audited consolidated results for the year ended 31 August 2011;

“Ingenuity” or “the Company” or Ingenuity Property Investments Limited (Registration number

“the Purchaser” 2000/018084/06), a public company incorporated and registered in South Africa and the shares of which are listed on the JSE;

“Irish Stock Exchange” the stock exchange operated by the Irish Stock Exchange Limited (Registration number 233947), a private company limited by guarantee and incorporated and registered in the Republic of Ireland;

“Issue Date” the Transfer Date;

“JSE” the stock exchange operated by the JSE Limited (Registration number 2005/222939/06), a public company incorporated and registered in South Africa, licensed as an exchange under the Securities Services Act, No 36 of 2004, as amended;

“last practicable date” the last practicable date prior to the finalisation of the circular, being Tuesday, 7 February 2012;

“Listings Requirements” the JSE Listings Requirements, as amended from time to time;

“the Material Agreements” collectively the material agreements referred to in paragraph 12 of the circular;

“Mazars ” or “independent reporting Mazars, registered auditor, a firm of chartered accountants (SA) and the accountants” independent reporting accountants to Ingenuity;

“Mills Fitchet” or “independent valuer” Mills Fitchet Magnus Penny Proprietary Limited (Registration number 1996/004736/07), a private company incorporated in South Africa and the independent valuer to Ingenuity;

“MOI” the memorandum of incorporation of Ingenuity, as amended from time to time;

“NAV” net asset value per share;

“Nedbank Capital” or “Investment bank Nedbank Capital, a division of Nedbank and the investment bank and

and sponsor” sponsor to Ingenuity;

“Nedbank” Nedbank Limited (Registration number 1951/000009/06), a public company incorporated and registered in South Africa;

“NTAV” net tangible asset value per share;

“the Property Management Agreement” the agreement entered into by Ingenuity and RPA, dated 30 August 2007, whereby RPA has been contracted by Ingenuity in respect of the day-to-day property management of its property portfolio;

“the Property” Erf 9420, Cape Town, commonly known as Newspaper House, situated at 122 St George’s Mall, Cape Town;

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to R86 million;

“Rand” or “R” the South African Rand, the lawful currency of South Africa;

“resolutions” the ordinary resolutions to be ratified by the requisite majority of shareholders at the general meeting, to ratify the Acquisition;

“Rm” Rand millions;

“RPA” Rabie Property Administrators Proprietary Limited (Registration

number 1990/001819/07), a private company incorporated and registered in South Africa;

“SENS” the Securities Exchange News Service of the JSE;

“shareholders” holders of Ingenuity shares;

“South Africa” the Republic of South Africa;

“sqm” or “m²” square metre;

“Strate” Strate Limited (Registration number 1998/022242/06), a company incorporated and registered in South Africa and the electronic settlement system for transactions that take place on the JSE and off-market trades;

“the Transfer Date” the transfer date of the Property, which was registered on 15 December 2011;

“Trematon” Trematon Capital Investments Limited (Registration number

1997/008691/06), a public company incorporated and registered in South Africa and the shares of which are listed on the JSE, or its wholly- owned subsidiaries, Tremgrowth Proprietary Limited and/or Tremtrade Proprietary Limited;

“VAT Act” the Value-Added Tax Act, 1991 (No. 89 of 1991);

“VAT” Value-Added Tax, as provided for and defined in the VAT Act;

“the Vendor Placement” the issue of a renounceable letter of allotment to the Seller for the Consideration Shares and the Seller being obliged to renounce the Consideration Shares to the Seller’s renouncee(s); and

“VWAP” the 30-day volume-weighted average price of Ingenuity shares traded on the JSE prior to the conclusion of the Acquisition on Thursday, 10 November 2011.

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(Incorporated in the Republic of South Africa) (Registration number 2000/018084/06) Share code: ING ISIN: ZAE000127411

(“Ingenuity” or “the Company”)

Directors

A A Maresky (Chief Executive Officer) L H Cohen¹ M Wagenheim (Chief Financial Officer) D B Fabian³

J Bielich R C Squire-Howe³ (Chairman)

A J Branch^{2, 3} R S Schur³

1 Non-executive

2 British

3 Independent and non-executive

circulAr to shAreholders

1. INTRODUCTION AND PURPOSE OF THE CIRCULAR

Ingenuity entered into the Agreement with Independent Newspapers in terms of which the Property has been acquired by Ingenuity, details of which were published in an announcement released on SENS on Friday, 18 November 2011.

The Acquisition became effective on the Transfer Date.

In order to enable Ingenuity to purchase the Property without any conditions precedent, which was a requirement of the Seller, Ingenuity obtained irrevocable letters of undertaking (as detailed in paragraph 7 of the circular) from Ingenuity shareholders to approve the Acquisition, such approval process being in compliance with section 60 of the Companies Act. Ingenuity was unable to obtain shareholder approval, in the manner prescribed by the Listings Requirements, prior to the conclusion of the Acquisition.

The Acquisition was effected given that, as at the last practicable date, Ingenuity shareholders had collectively provided, in respect of approximately 92% of Ingenuity shares, irrevocable letters of undertaking to vote in favour of the resolutions necessary to approve the Acquisition at the general meeting.

In terms of the Vendor Placement, Ingenuity issued to the Seller a renounceable letter of allotment for the Consideration Shares, such Seller being obliged to renounce the Consideration Shares to the Seller’s renouncee(s). The Vendor Placement, as is further described in paragraph 2.4 of the circular, facilitated the execution of the Acquisition and enabled the Seller to monetise and realise the cash embedded in the Consideration Shares. The Consideration Shares were issued at a price of R0.50 per share, which price is at a 7.5% premium to the VWAP.

The purpose of the circular is to provide shareholders, in compliance with the Listings Requirements, with relevant information regarding the Acquisition in order to obtain the relevant shareholder ratification at the general meeting.

2. THE ACQUISITION 2.1 The Property

The Property, being Erf 9420, Cape Town and known as Newspaper House, is situated at 122 St George’s Mall, Cape Town.

The building comprises of 18 417 sqm of offices of which a portion has been let to Independent Newspapers in terms of a new 12-year agreement of lease entered into between Independent Newspapers and Ingenuity, which contains an option to renew for a further 10-year period.

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Further details regarding the Property are set out below:

Weighted Gross Single or average

lettable multi- net rental Purchase Property

Property Location Sector area tenanted per m² consideration value

m² (Rands) Rm Rm¹

Erf 9420, 122 St George’s Mall, Offices 18 417 Single 75.00 86 87.5

Cape Town Cape Town Parking bays 30 bays 830.00

per bay

1 In terms of the valuation report prepared by Mills Fitchet, regarding the Property as set out in Annexure 6 to the circular, the value of the Property as at 1 January 2012 was R87.5 million.

2 The difference between the value of the Property as at 1 January 2012 and the Purchase Consideration is attributable to Ingenuity being able to negotiate a favourable purchase price with the Seller and thus procure the Property at a purchase price which is less than the Property’s assessed value.

The Property’s current sole tenant is Independent Newspapers, which accounts for 5 338 sqm of the building’s gross lettable area. Independent Newspapers is a large national tenant with a highly-rated credit standing. The residual lettable area of 13 079 sqm is vacant. The vacant areas will be refurbished and let.

The space is being marketed to prospective parties and management are confident of securing suitable tenants. The average annualised property yield for the property portfolio as a whole is 7.73% per annum.

Details of the tenant, monthly rent, rental area and the salient terms of the lease relating to the Property are set out below:

Property Salient terms of lease

No. Tenants Monthly Rentable Start Expiry

rent passing area date date Escalation

(R) (m²) (%)

Leases

Independent Newspapers 75 5 338 24 Feb 2012 23 Feb 2024 8

Total 75 5 338

2.2 Rationale for the Acquisition

The landmark historical property has been acquired as a refurbishment opportunity, for which portion of the building has been pre-let by a new 12-year lease entered into between Independent Newspapers and Ingenuity.

The building is to be upgraded in its entirety and approximately 110 parking bays will be added to the site.

The vacant areas will only be upgraded as suitable tenants are secured. This core acquisition is in line with Ingenuity’s strategy to grow its asset base in the Western Cape.

At the Purchase Consideration, the rationale for the Acquisition is supported by the fact that prospective rentals are very competitive relative to current market rentals in the area. This is also confirmed in the report by the independent valuer.

2.3 Information relating to the Seller

2.3.1 Independent Newspapers’ physical address is as follows:

Newspaper House 122 St George’s Mall Cape Town

2.3.2 Other information

As Ingenuity has acquired only the Property from the Seller, the Agreement does not provide for the guarantee of book debts, or other assets, warranties or the settlement of any taxation liability.

Additionally, the Agreement does not preclude the Seller from carrying on business in competition with Ingenuity.

There is no liability for accrued taxation, or any apportionment thereof to the date of the Acquisition, which is required to be settled in terms of the Agreement.

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2.4 Vendor Placement

In terms of the Vendor Placement, the Consideration Shares were issued to various parties which included, inter alia, directors of Ingenuity and have been listed accordingly.

2.5 Consideration for the Acquisition

The Purchase Consideration was discharged by Ingenuity as follows:

2.5.1 by the issue of a renounceable letter of allotment to the Seller for the Consideration Shares, totalling R40 million and the Seller being obliged to renounce the Consideration Shares in terms of the Vendor Placement. The Consideration Shares will have no votes at the general meeting to ratify the Acquisition, and further will not be entitled to any dividends until the Acquisition has been ratified by the shareholders; and

2.5.2 by the furnishing of a guarantee in the form of a bank facility approved by Nedbank Corporate: Property Finance, a division of Nedbank, in the amount of R46 million. This facility is secured as follows:

2.5.2.1 mortgage bond over the Property with a carrying value (being the value of the Property determined in terms of IFRS) of R86 million;

2.5.2.2 cession of all rights, title and interest as lessor in and to all the lease agreements (including lease payments);

2.5.2.3 cession of the insurance policy over the Property and the cession noted against the policy; and 2.5.2.4 cession of the insurance proceeds.

The Purchase Consideration was paid on the Transfer Date and the Property was transferred into Ingenuity’s name accordingly.

2.6 Valuation of the Property

In terms of the valuation report prepared by Mills Fitchet, regarding the Property as set out in Annexure 6 to the circular, the value of the Property as at 1 January 2012 was R87.5 million.

2.7 Conditions precedent relating to the Acquisition

There are no conditions precedent outstanding relating to the Acquisition.

3. SALIENT INFORMATION ON INGENUITY 3.1 Details of the property manager

RPA has been contracted by Ingenuity in respect of the day-to-day property management of its property portfolio in terms of the Property Management Agreement, which is available for inspection as set out in paragraph 19 of the circular.

3.1.1 RPA shareholding

RPA is a wholly-owned subsidiary of Rabie Holdings Proprietary Limited, whose shareholders are the Johnrab Family Trust as to 35.75%, the Nafco Trust as to 35.75%, the Chapman Family Trust as to 13.28%, the Deans Family Trust as to 10.22% and the Green Family Trust as to 5%.

3.1.2 RPA directors

The current directors of RPA are Leigh Metcalf and Leon Howard Cohen.

3.2 Information regarding the asset manager

The asset management function regarding Ingenuity’s property portfolio has not been outsourced to a third party.

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3.3 Prospects for Ingenuity

In line with management’s strategy to create a leading Cape-based development and investment property company, the Company remains focused on extracting maximum value from the existing portfolio and unlocking all non-income-producing development assets. The Company is of the view that the development of another building on the Santam head office site situated in Tyger Valley and the redevelopment of Atlantic Centre will add significant value to the asset base in the forthcoming years, whilst continued efforts to maximise value to the existing investment base will further enhance shareholder wealth. The Company believes that there are signs that economic activity is increasing and that Ingenuity remains well positioned to continue to grow its asset base.

3.4 History of change in controlling shareholders and trading objects

On 10 September 2004 the Company, trading as Shops for Africa, was placed under voluntary liquidation by special resolution with Mr J J Steenkamp being appointed as liquidator.

Trematon acquired 75.8% of the issued share capital of the Company during the course of the liquidation.

In its capacity as major shareholder, Trematon applied for the setting aside of the voluntary winding up of the Company. The application was granted with effect from 27 September 2006 and Trematon, as the major shareholder, gained control of the Company.

Further to the acquisition of 10 properties by Ingenuity in 2007, Trematon’s holding reduced to 18.38% and subsequently Trematon sold its shareholding on 9 March 2010. Ingenuity does not currently have a controlling shareholder.

The trading objects of Ingenuity have not changed since it was relisted on the JSE in October 2007 and up to the date of the circular.

3.5 Amounts paid to promoters, not being a director

No cash or securities have been paid or benefit given in the three years preceding the date of the circular or are proposed to be paid to any promoter, not being a director.

4. FINANCIAL INFORMATION

4.1 Forecast financial information

The summarised forecast financial information relating to the Acquisition for the 8½ months ending 31 August 2012 and for the 12 months ending 31 August 2013, which is the responsibility of Ingenuity’s directors, is set out below. The forecast financial information has not been reviewed by the Company’s auditors.

The detailed forecast income statement of the Acquisition is set out in Annexure 5 to the circular.

Forecast¹ Forecast 8½ months 12 months ending ending 31 August 31 August

2012 2013

R’000 R’000

Gross rentals 5 610 7 920

Contracted revenue 2 402 5 307

Straight-lining 3 208 2 613

Net property operating expenses (1 428) (2 219)

Net rental income before interest 4 182 5 701

Net rental income after interest and taxation 1 017 1 290

1 The forecast information for the 8½ months ending 31 August 2012 has been calculated from the Transfer Date of 15 December 2011.

The text of the independent reporting accountants’ limited assurance report on the forecast information of the Property is set out in Annexure 4 to the circular.

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4.2 Financial Effects of the Acquisition

Based on Ingenuity’s Results, the Financial Effects of the Acquisition on Ingenuity’s NAV and NTAV are set out below. The Financial Effects are prepared for illustrative purposes only, and because of their nature, may not give a fair presentation of Ingenuity’s financial position or the effect and impact of the Acquisition. The Financial Effects are the responsibility of Ingenuity’s board.

The summarised Financial Effects of the Acquisition are set out below while the detailed Financial Effects setting out the pro forma balance sheet further to the Acquisition are set out in Annexure 3 to the circular.

Before the After the Change Acquisition¹ Acquisition³ (%)

NAV and NTAV (cents) 68 66 (3.2)

Shares and weighted shares in issue 658 550 000 738 550 000 12.1

Shares and weighted shares in issue

net of treasury shares 589 616 773 669 616 773 13.6

1 Based on Ingenuity’s Results.

2 In calculating the Financial Effects, it was assumed that the Acquisition was implemented on 31 August 2011 for balance sheet purposes. All adjustments are expected to have a continuing effect.

3 The number of shares has increased by 80 million as a result of the shares issued in respect of the Vendor Placement.

4.3 Independent reporting accountants’ report

The text of the independent reporting accountants’ report on the above summarised Financial Effects and the detailed Financial Effects as set out in Annexure 3 is set out in Annexure 2A to the circular.

The text of the independent reporting accountants’ review report on the valuation and existence of the Property is set out in Annexure 2B to the circular.

4.4 Interest-bearing borrowings

Details of Ingenuity’s interest-bearing borrowings as at 31 August 2011 are set out in Annexure 7 to the circular.

5. SHARE CAPITAL

5.1 The authorised and issued share capital of Ingenuity before and after the Acquisition, is set out below:

R’000 Before the Acquisition

Authorised share capital

2 000 000 000 ordinary shares of 1 cent each 20 000

Issued share capital

658 550 000 ordinary shares of 1 cent each 6 585

589 616 773 ordinary shares of 1 cent each (net of treasury shares) 5 896 After the Acquisition

Authorised share capital

2 000 000 000 ordinary shares of 1 cent each 20 000

Issued share capital

738 550 000 ordinary shares of 1 cent each 7 385

669 616 773 ordinary shares of 1 cent each (net of treasury shares) 6 696

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6. DIRECTORS AND DIRECTORS’ INTERESTS

6.1 The name, age, qualification, nationality, business address and function of each director of Ingenuity are set out below:

Name, age, qualification

and nationality Business address Function

Arnold Aaron Maresky (44) Suite 102, 1st Floor Chief Executive Officer B.Com, PGDA, CA(SA) INTABA Building

South African 25 Protea Road

Claremont, 7708 Mark Wagenheim (55) Suite 102, 1st Floor

B.Com, B.Com (Hons), CTA, CA(SA) INTABA Building Chief Financial Officer and

South African 25 Protea Road Company Secretary

Claremont, 7708

John Bielich (55) Suite 102, 1st Floor Executive director B.Eng (Civil), B Eng Hons INTABA Building

(Project Management), MBA 25 Protea Road

South African Claremont, 7708

Andrew John Branch (46) Nonsuch House Independent non-executive director B.Sc (Hons), MRICS Sidleigh, Sid Road

British Sidmouth, Devon

United Kingdom

Leon Howard Cohen (56) Suite G18, Colosseum Non-executive director

National Diploma: Century Way

Construction Supervisors Century City

South African Cape Town, 7441

Dennis Barry Fabian (62) North Wharf Independent non-executive director Pr.Arch, B.Arch(UCT), MIArch, CIA Lower Bree Street

Rodney Clive Squire-Howe (70) Spire House Independent non-executive director

South African Tannery Park Chairman

23 Belmont Road Rondebosch, 7700

Raymond Selwyn Schur (73) Corner Arthur’s Road Independent non-executive director

CA(SA) and Main Road, Sea Point Chairman of Audit Committee

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6.2 Directors’ remuneration

Details of the directors’ emoluments and benefits for the year ended 31 August 2011, being Ingenuity’s latest financial year-end, are set out below:

Director Salary Bonus Fees Total

R’000 R’000 R’000 R’000

A A Maresky 1 200 300 – 1 500

M Wagenheim 840 150 – 990

J Bielich 840 150 – 990

A J Branch – – 50 50

L H Cohen – – 55 55

D B Fabian – – 50 50

R S Schur – – 155 155

R C Squire-Howe – – 145 145

A Varachhia¹ – – 65 65

Total 2 880 600 520 4 000

1 Mr A Varachhia resigned as a director on 25 August 2011.

The directors did not receive remuneration paid by way of an expense allowance.

6.3 Directors’ interests in Ingenuity

The directors’ interests in the share capital of Ingenuity before the Acquisition were as follows:

Beneficial Total Percentage

Direct Indirect held¹

A A Maresky 17 405 600 – 17 405 600 2.6

M Wagenheim 2 289 359 – 2 289 359 0.3

J Bielich 6 000 000 – 6 000 000 0.9

A J Branch 850 000 – 850 000 0.1

L H Cohen – 38 848 599 38 848 599 5.9

D B Fabian 10 000 000 – 10 000 000 1.5

R S Schur 400 000 – 400 000 0.1

R C Squire-Howe – 1 800 000 1 800 000 0.3

Total 36 944 959 40 648 599 77 593 558 11.8

1 Based on 658 550 000 Ingenuity shares in issue before the Acquisition.

The directors’ interests in the share capital of Ingenuity as at the last practicable date, and including the Vendor Placement, were as follows:

Beneficial Vendor Total Percentage

Direct Indirect Placement held¹

A A Maresky 17 405 600 – 729 010 18 134 610 2.5

M Wagenheim 2 289 359 – – 2 289 359 0.3

J Bielich 6 000 000 – – 6 000 000 0.8

A J Branch 850 000 – 150 000 1 000 000 0.1

L H Cohen – 38 848 599 2 000 000 40 848 599 5.5

D B Fabian 10 000 000 – 2 000 000 12 000 000 1.6

R S Schur 400 000 – – 400 000 0.1

R C Squire-Howe – 1 800 000 – 1 800 000 0.2

Total 36 944 959 40 648 599 4 879 010 82 472 568 11.2

1 Based on 738 550 000 Ingenuity shares in issue as at the last practicable date.

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6.4 Directors’ participation unit holdings

Set out below are the participation units that were held by certain Ingenuity directors in the Ingenuity Employee Share Trust as at the last practicable date:

Number of

Name participation units Date of Issue

A A Maresky 9 000 000 07/02/2008

M Wagenheim 4 000 000 07/02/2008

J Bielich 4 000 000 07/02/2008

Total 17 000 000

The terms and conditions of the participation units are as follows:

Number Vesting Contractual

Grant date of units conditions life of notice

Year ended 31 August 2008 5 666 667 Continued 3 years to

employment February 2011 5 666 667 Continued 4 years to employment February 2012 5 666 666 Continued 5 years to employment February 2013

Total 17 000 000

The exercise price of the units is R0.50.

6.5 Directors’ interests in transactions

No director has had any material beneficial interests, whether direct or indirect, in transactions that were effected during the current or immediately preceding financial year.

Further to this, the directors have had no material beneficial interests in any transaction with Ingenuity during an earlier financial year that remain in any respect outstanding or unperformed.

No director had any material beneficial interests, whether direct or indirect in relation to any property held by Ingenuity as at the last practicable date and had no conflicts in relation to their duties to Ingenuity.

In respect of the Acquisition, some of Ingenuity’s directors took part in the Vendor Placement as set out in paragraphs 2.4 and 6.3 of the circular.

6.6 Directors’ service contracts and term of office

There are no service contracts between Ingenuity and any of its directors.

One third of the directors retire by rotation at each annual general meeting, those being eligible, may make themselves available for election. The election of new directors, if any, as proposed in terms of the provisions of the MOI, is ratified at each general meeting.

In terms of the MOI, an executive director may be appointed for a maximum period of five years.

As at the last practicable date, there was no agreement in place in terms of which an entity or person holds a contractual right relating to the appointment of any particular director or number of directors.

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7. IRREVOCABLE LETTERS OF UNDERTAKING

As at the last practicable date and before the Vendor Placement, Ingenuity shareholders, who collectively hold approximately 92% of Ingenuity shares, have provided irrevocable letters of undertaking to vote in favour of the resolutions necessary to approve the Acquisition at the general meeting, as follows:

Ingenuity shareholder Number Percentage

of shares (%)¹

Jacana Assets Limited 181 255 000 30.7

Pruta Securities (Jersey) Limited 72 009 010 12.2

BYNM Standard Bank Jersey Limited 66 000 000 11.2

Nedbank Limited 50 000 000 8.5

Nafco Trust No 2 Account 38 848 599 6.6

The Johnrab Family Trust 35 000 000 5.9

Mr Arnold Aaron Maresky 21 475 600 3.6

Ceejay Trust 17 541 023 3.0

The Chapman Family Trust 13 000 000 2.2

Mr Dennis Barry Fabian 10 000 000 1.7

Mr John Bielich 6 000 000 1.0

The Green Family Trust 5 000 000 0.8

Mrs Natalie Maresky 4 000 000 0.7

The LIAD Property Trust No 2 2 975 000 0.5

The Jade Trust 2 333 334 0.4

The BR Trust 2 333 333 0.4

The Scholen Trust 2 320 000 0.4

Mr Mark Wagenheim 2 289 359 0.4

Mr Michael Andrew Rich 2 000 000 0.3

Mr Neil David Ginsberg 2 000 000 0.3

Mr Rochus Oskar Huber 2 000 000 0.3

The Squire-Howe Family Trust 1 800 000 0.3

Mr G P Phillips 150 000 0.0

Total 540 330 258 91.6

1 Based on 589 616 773 Ingenuity shares in issue, which is net of 51 933 227 treasury shares and the SA Reit Employee Share Trust shareholding of 17 000 000 shares, and before the Vendor Placement of 80 000 000 shares.

8. MAJOR SHAREHOLDERS

Insofar as is known to Ingenuity, the major shareholders who beneficially held 5% or more of the issued Ingenuity shares before the Vendor Placement, are set out below:

Number of Percentage

Major shareholders Ingenuity shares (%)¹

Jacana Assets Limited² 181 255 000 30.7

Pruta Securities (Jersey) Limited³ 72 009 010 12.2

BYNM Standard Bank Jersey Limited⁴ 66 000 000 11.2

Nedbank Property Investments 50 000 000 8.5

Nafco Trust No. 2 A/C⁵ 38 848 599 6.6

Total 408 112 609 69.2

1 Based on 589 616 773 Ingenuity shares in issue, which is net of 51 933 227 treasury shares and the SA Reit Employee Share Trust shareholdings of 17 000 000 shares, and before the Vendor Placement of 80 000 000 shares.

2 Jacana Assets Limited is a company incorporated in the British Virgin Islands and a wholly owned subsidiary of the Jacana Trust. The directors of Ingenuity have made all reasonable enquiries as to the underlying beneficial interests in Jacana Assets Limited, however Jacana Assets Limited is not obliged to disclose these due to its incorporation in the British Virgin Islands.

3 Pruta Securities (Jersey) Limited is a company incorporated in Jersey and is a wholly owned subsidiary of the Pruta Trust. The directors of Ingenuity have made all reasonable enquiries as to the underlying beneficial interests in Pruta Securities (Jersey) Limited, however Pruta Securities (Jersey) Limited is not obliged to disclose these due to its incorporation in Jersey.

4 BYNM Standard Bank Jersey Limited holds shares on behalf of its clients. 60 million shares are held on behalf of the Joe and Rosa Frenkel Charitable Trust and 6 million shares on behalf of the HPR-AA7 Trust.

5 The indirect beneficial shares held by Mr L H Cohen, a director of Ingenuity, as detailed in paragraph 6.3 above, are held through the Nafco Trust No. 2.

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Ingenuity’s major shareholders, who beneficially held 5% of more of the issued Ingenuity shares as at the last practicable date and after the Vendor Placement, are set out below:

Number of Percentage

Major shareholders Ingenuity shares (%)¹

Jacana Assets Limited² 189 255 000 28.3

Pruta Securities (Jersey) Limited³ 102 000 000 15.2

BYNM Standard Bank Jersey Limited⁴ 66 000 000 9.9

Nedbank Property Investments 50 000 000 7.5

Nafco Trust No. 2 A/C² 40 848 599 6.1

Total 448 103 599 66.9

1 Based on 669 616 773 Ingenuity shares in issue, which is net of 51 933 227 treasury shares and the SA Reit Employee Share Trust shareholdings of 17 000 000 shares, and after the Vendor Placement of 80 000 000 shares.

2 Jacana Assets Limited is a company incorporated in the British Virgin Islands and a wholly owned subsidiary of the Jacana Trust. The directors of Ingenuity have made all reasonable enquiries as to the underlying beneficial interests in Jacana Assets Limited, however Jacana Assets Limited is not obliged to disclose these due to its incorporation in the British Virgin Islands.

3 Pruta Securities (Jersey) Limited is a company incorporated in Jersey and is a wholly owned subsidiary of the Pruta Trust. The directors of Ingenuity have made all reasonable enquiries as to the underlying beneficial interests in Pruta Securities (Jersey) Limited, however Pruta Securities (Jersey) Limited is not obliged to disclose these due to its incorporation in Jersey.

4 BYNM Standard Bank Jersey Limited holds shares on behalf of its clients. 60 million shares are held on behalf of the Joe and Rosa Frenkel Charitable Trust and 6 million shares on behalf of the HPR-AA7 Trust.

5 The indirect beneficial shares held by Mr L H Cohen, a director of Ingenuity, as detailed in paragraph 6.3 above, are held through the Nafco Trust No. 2.

6 There are no related party implications arising as a result of the Acquisition.

9. OPINIONS AND RECOMMENDATIONS

The board has considered the terms and conditions of the Acquisition, and is of the opinion that they are favourable to shareholders and recommends that shareholders vote in favour of the ratification of the Acquisition at the general meeting.

All the directors who own Ingenuity shares in their personal capacity intend to vote in favour of the ratification of the Acquisition.

10. LITIGATION STATEMENT

The directors are not aware of any legal or arbitration proceedings (including any such proceedings that are pending or threatened), involving Ingenuity or its subsidiaries or the Property which may have, or have had, a significant effect on Ingenuity’s financial position in the 12 months preceding the date of the circular.

11. WORKING CAPITAL STATEMENT

The directors of Ingenuity are of the opinion that, after considering the Acquisition:

11.1 the Company and the group will be able in the ordinary course of business to pay its debts for a period of 12 months after the date of the issue of the circular;

11.2 the assets of the Company and the group will be in excess of the liabilities of the Company and the group for a period of 12 months after the date of the issue of the circular;

11.3 the share capital and reserves of the Company and the group will be adequate for ordinary business purposes for a period of 12 months after the date of the issue of the circular; and

11.4 the working capital of the Company and the group will be adequate for ordinary business purposes for a period of 12 months after the date of the issue of the circular.

12. MATERIAL CONTRACTS

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• Ingenuity entered into an agreement with Charden Investment Company Proprietary Limited to acquire Atlantic Centre, situated at the corner of Oswald Pirow Drive and Louis Gradner Street, Culemborg, Roggebaai in Cape Town. The acquisition was for a total consideration of R60 million and effected on 23 August 2011.

Details of the acquisition were set out in an announcement released on SENS on 5 May 2011;

• Ingenuity entered into agreements with Quickvest 361 Proprietary Limited, PDV Kantore Proprietary Limited, Spanish Ice Properties 45 Proprietary Limited and Antrimsuid Proprietary Limited to purchase the rental enterprise conducted in respect of the property known as Units 1 to 6 inclusive of Sectional Title Scheme SS Edward 142, Scheme Number 704, located at Erf 38063, Bellville, situated at 142 Edward Street, Tyger Valley. The acquisition was for a total consideration of R31.9 million and effected on 24 May 2011. Details of the acquisition were set out in an announcement released on SENS on 8 February 2011;

• Ingenuity entered into an agreement with The Lot 491 Trust and The Hippo Trust to purchase the rental enterprise conducted in respect of Loerie Centre, situated at the corner of Hirbenia Street and Meade Street, George. The acquisition was for a total consideration of R40.5 million and effected on 16 September 2010.

Details of the acquisition were set out in an announcement released on SENS on 14 June 2010; and

• Ingenuity entered into an agreement with Phomella Property Investments Proprietary Limited, a wholly- owned subsidiary of the Billion Group Proprietary Limited, to dispose of the property known as 22 Long Street, Cape Town. The disposal was for a total consideration of R104.5 million and effected on 3 February 2010.

Details of the disposal were set out in a circular dated 19 November 2009, (collectively “the Material Agreements”).

Save as mentioned above and taking into account the Acquisition, the Company has not entered into any material contracts, either verbally or in writing, during the three years preceding the date of issue of the circular, other than in the ordinary course of its business. Further to this, no material contracts, other than in the ordinary course of business, have been entered into, containing an obligation or settlement that is material to the group as at the last practicable date.

13. MATERIAL CHANGES

There have been no material changes in the affairs or financial position of Ingenuity or the Property, save as disclosed in the circular, from the financial year ended on 31 August 2011 to the last practicable date.

14. EXPENSES RELATING TO THE ACQUISITION

The expenses, excluding VAT, relating to the Acquisition are set out below:

Description R

Investment bank and sponsor (Nedbank Capital) 250 000

Independent reporting accountants (Mazars) 90 000

Independent valuer (Mills Fitchet) 40 000

JSE documentation fee 40 000

JSE listing fee 39 000

Transfer costs 215 000

Finance facility (Nedbank Corporate: Property Finance) 565 000

Legal (Edward Nathan Sonnenbergs Incorporated) 130 000

Printing costs (Ince) 75 000

Contingency provision¹ 70 000

Total 1 514 000

1 The contingency provision is an estimate of potential miscellaneous expenses directly related to the Acquisition.

15. DIRECTORS’ RESPONSIBILITY STATEMENT

The directors, details of whom are set out in paragraph 6.1 of the circular:

• have considered all statements of fact and opinion in the circular;

• collectively and individually, accept full responsibility for the accuracy of the information given;

• certify that, to the best of their knowledge and belief, there are no other facts the omission of which would

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• have made all reasonable enquiries in this regard; and

• certify that, to the best of their knowledge and belief, the circular contains all information required by law and the Listings Requirements.

16. CONSENTS

Each of Computershare, Mazars, Mills Fitchet and Nedbank Capital have provided their written consents to act in the capacity stated and to their names being used in the circular and have not withdrawn their consents prior to the publication of the circular.

17. EXCHANGE CONTROL REGULATIONS

In the case of certificated shareholders whose registered addresses are outside the common monetary area or where the share certificates are restrictively endorsed in terms of the South African Exchange Control Regulations, the following will apply:

17.1 Non-residents who are emigrants from the common monetary area

Share certificates will be restrictively endorsed “non-resident” in terms of the South African Exchange Control Regulations and will be sent to the shareholder’s authorised dealer in foreign exchange in South Africa controlling his blocked assets.

17.2 All other non-residents

Share certificates will be restrictively endorsed “non-resident” in terms of the South African Exchange Control Regulations.

With regard to dematerialised shareholders whose registered addresses are outside the common monetary area, their shares will be annotated in the Company’s relevant sub-register as non-resident and statements will be restrictively endorsed in terms of those regulations.

18. GENERAL MEETING

18.1 Notice of general meeting

A notice convening the general meeting is attached to the circular. The general meeting will be held at Suite 102, 1st Floor, INTABA Building, 25 Protea Road, Claremont, Cape Town on Tuesday, 20 March 2012, commencing at 10:00.

18.2 Dematerialised shareholders other than own-name dematerialised shareholders

If you have not been contacted by your CSDP or broker, it would be advisable for you to contact your CSDP or broker and furnish them with your instructions. If your CSDP or broker does not obtain instructions from you, they will be obliged to act in terms of your mandate furnished to them. Such holders of dematerialised Ingenuity shares, other than own-name dematerialised shareholders, must not complete the attached form of proxy. Unless you advise your CSDP or broker in the manner and cut-off time stipulated by your CSDP or broker, that you wish to attend the general meeting or send a proxy to represent you at the general meeting, your CSDP or broker will assume you do not wish to attend the general meeting or send a proxy. If you wish to attend the general meeting, you must request your CSDP or broker to issue the necessary Letter of Representation to you, to enable you to attend or be represented at the general meeting.

18.3 Own-name dematerialised shareholders and certificated shareholders

If your Ingenuity shares have been dematerialised but are recorded in the register of Ingenuity in your own name or if your Ingenuity shares have not been dematerialised you can attend and vote at the general meeting.

If you are unable to attend the general meeting and wish to be represented thereat, you must complete the attached form of proxy in accordance with the instructions therein and lodge it with or post it to the transfer secretaries, to be received by no later than 10:00 on Monday, 19 March 2012 (or 24 hours before any adjourned general meeting which date, if necessary, will be notified on SENS and in the press). A form of proxy for use by

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18.4 Shareholder approval

The Acquisition is subject to the ratification of at least 50% of Ingenuity shareholders present or represented by proxy at the general meeting and entitled to vote.

18.5 Voting rights

All issued Ingenuity shares rank pari passu with each other.

At the general meeting, every shareholder present or represented by proxy shall have one vote on a show of hands, and on a poll, one vote for every Ingenuity share held.

19. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the circular will be available in English, along with the following documents, or copies thereof, which will be available for inspection, during normal business hours at the registered office of Ingenuity and Nedbank Capital, from the date of the circular up to and including the date of the general meeting:

• the MOI of Ingenuity and its subsidiaries;

• the Agreement;

• the Property Management Agreement;

• Ingenuity’s Results;

• the audited historical information of Ingenuity for the years ended 31 August 2011, 31 August 2010 and 31 August 2009;

• the Material Agreements as detailed in paragraph 12 of the circular;

• the irrevocable letters of undertaking as set out in paragraph 7 of the circular;

• the written consents of the appointed professional advisers as set out in paragraph 16 of the circular;

• the signed independent reporting accountants’ report on the pro forma financial information of Ingenuity as set out in Annexure 2A to the circular;

• the signed independent reporting accountant’s review report on the valuation and existence of the Property as set out in Annexure 2B of the circular;

• the signed independent reporting accountants’ limited assurance report on the forecast information of the Property as set out in Annexure 4 to the circular;

• the signed full independent valuers’ report on the Property; and

• a signed copy of the circular.

The circular signed at Cape Town on behalf of all the directors in terms of powers of attorney granted on 7 February 2012.

A A Maresky

20 February 2012 Cape Town

Registered office Transfer secretaries

Suite 102, 1st Floor Computershare Investor Services Proprietary Limited

INTABA Building Ground Floor

25 Protea Road 70 Marshall Street

Claremont Johannesburg, 2001

Cape Town, 7708 (PO Box 61051, Marshalltown, 2107)

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Annexure 1

finAnciAl informAtion of ingenuity

The financial information presented in this annexure has been extracted from Ingenuity’s Results.

“KEY FINANCIAL INDICATORS

Audited Audited

2011 2010

Restated⁶

R’000 R’000

Total contractual rental income 53 882 50 605

Investment property portfolio value 593 728 477 659

Core investment property portfolio at fair value 615 324 494 079

Investment property held for sale 3 000 –

Development property 158 701 95 421

Borrowings 351 384 202 581

Loan to value ratio 45% 33%

Market capitalisation at year-end 342 446 263 420

Headline earnings per share 1.8 cents 1.0 cents

Basic earnings per share 5.0 cents 4.4 cents

Net asset value per share 68 cents 62 cents

COMMENTARY

1. PRESENTATION OF ABRIDGED CONSOLIDATED ANNUAL FINANCIAL STATEMENTS

Ingenuity is a company domiciled in South Africa. The financial statements were approved and authorised for issue by the board of directors on 3 November 2011. The financial statements have been prepared in accordance with the framework concepts and the measurement and recognition requirements of IFRS and the AC 500 standards as issued by the Accounting Practices Board, containing the information required by IAS 34: Interim Financial Reporting.

The same accounting policies and methods of computation have been followed in the preparation of these abridged audited consolidated results as compared with the most recent annual financial statements. These abridged audited consolidated results are presented in Rands, which is the functional currency of the Company.

Mazars, the Company’s auditors, has audited the consolidated annual financial statements for the year ended 31 August 2011. These abridged financial statements have been extracted from the audited consolidated annual financial statements for the purposes of this announcement. Mazars’ unqualified audit reports on the audited consolidated annual financial statements and the abridged audited consolidated results are available for inspection at the registered office of the Company.

During the current year, the property portfolio valuation increased by R21.6 million (2010: R25.3 million).

2. GENERAL REVIEW OF OPERATIONS

It is during times of widespread fear and uncertainty that opportunity is created. With this in mind and against the backdrop of world financial turmoil and uncertainty, we at Ingenuity have maintained a clear direction and have steered the Company in such a manner that it is poised for growth whilst continually being managed with prudent financial discipline. Our goal is to create an enduring long-term business, continually seeking to maximise shareholder wealth.

The year ended 31 August 2011 delivered solid performance and significant inroads have been made to establish a sound core investment portfolio and extract opportunity from existing assets. During the year under review the total asset base including development assets increased in value by R184.8 million or 31%, whilst borrowings were maintained at conservative levels. Positive inroads were made to commence two major developments totalling R368.5 million that will be completed during the first quarter of 2013. These developments will contribute positively

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Our development land stock is still a major component of the asset base and management remains focused to unlock and realise these non-income-producing assets. They are situated at prime locations and we are confident that they will add value to the Company.

Our geographic concentration in the Western Cape places us in a unique position to extract maximum value in an area where we are well networked and positioned to take advantage of opportunities when they arise.

3. BORROWINGS

The Company achieved an average borrowing cost of 9.8% (2010: 9.3%) for the current year. Total borrowings at year-end amounted to R351.4 million (2010: R202.5 million) of which R200 million is fixed at an all-inclusive rate of 10.65% until November 2013. The balance remains floating at rates linked to prime at an average rate of 7.9%. The increase in borrowings for the current year came about as a result of the acquisition of three investment properties for a total gross purchase value of R84 million and the acquisition of an investment property under development for a net purchase value of R60 million.

Total cash on hand at year-end amounted to R3.4 million (2010: R5.9 million). Excess cash is applied to reduce borrowings or to grow the asset base.

The Company’s gearing ratio is 45% (2010: 33%) at year-end. This is considered acceptable considering the relatively high value of undeveloped land in the portfolio.

4. PROPERTY PORTFOLIO ACTIVITIES INVESTMENT PROPERTIES

REEDS, 31 AND 33 MARTIN HAMMERSCHLAG WAY

This significant grouping of three properties situated in the heart of Culemborg in the Cape Town Foreshore region has made available substantial additional bulk for future development. During the year under review, the redevelopment of 33 Martin Hammerschlag was completed and an additional 1 000m² penthouse floor was added to the building. The total capital expenditure of this project was R12.9 million. Attractive new lettings have been concluded, thus creating further value for the block.

During the year under review we also acquired another property known as Atlantic Centre for a consideration of R60 million. This property, together with the grouping we already own, provides control of this City block.

This grouping of properties remains strategically situated and represents significant development upside.

VIRGIN ACTIVE

Formal agreements have been concluded with the City of Cape Town to acquire the leasehold rights of one of the two erven that makes up this site. The acquisition is subject to the approval of additional development rights to be granted that must be approved prior to transfer. The application for the development rights and a formal site development plan have been finalised and form part of a public participation process. This process is likely to take in excess of a year. Once approved this will add significant value to the site, as the combined erven will have over 22 000 sqm of available bulk for development. In the meantime the building currently situated on the land remains well let and provides a solid return.

SANTAM HEAD OFFICE – TYGER VALLEY

Formal development rights for the construction of another building on the site were approved during the year.

The building will comprise 10 250m² of premium grade office space and will also add a further 591 parking bays to the site. The total capital investment to be made is R215 million that is to be funded from borrowings granted by Nedbank Limited.

64% of the building has already been pre-let to Santam Limited and Glacier Financial Holdings Proprietary Limited (a subsidiary of Sanlam) for an initial seven-year period commencing on completion, which is expected to be March 2013.

Construction for this project has been awarded to WBHO Construction and commenced November 2011.

On completion the total Santam scheme will comprise 27 500m² of GLA and 1 060 parking bays let to prime blue chip tenants for long term.

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DEVELOPMENT PROPERTIES 1 DOCK ROAD

Marketing of this prime city site remains a core focus. Development will only commence once suitable tenants have been secured and acceptable pre-let percentages obtained. All development approvals have been obtained to allow us to proceed when necessary. The site is situated adjacent to the Portside Development of Old Mutual and FNB where development has commenced for the erection of Cape Town’s tallest building. This development is likely to provide a catalyst for our scheme.

ERF 38746 TYGER VALLEY

Marketing of the development of this site is ongoing, however, demand in the area remains subdued. We are investigating alternative development uses for the site and will also consider an outright sale of the land should this present itself.

ACQUISITIONS

During the year under review acquisitions totalling R144 million (excluding any capitalised costs at year-end) were made. The properties acquired were Atlantic Centre (R60 million), Loerie Centre (R39 million), Food Lover’s Market Claremont (R13 million) and 142 Edward Street (R32 million). All acquisitions were funded out of existing borrowing facilities and cash on hand.

Details of the acquisitions are:

ATLANTIC CENTRE

This property, situated on Erf 34 Roggebaai, is one of the last properties making up the entire city block of the Reeds, 31 and 33 Martin Hammerschlag node. The total site area of the combined buildings is 10 118 m² with significant additional available bulk for future development.

Atlantic Centre is to be completely redeveloped into a modern premium grade building. As part of the redevelopment a further four floors of 1 000 m² each will be added to the existing structure. A key reason for this redevelopment is the fact that Atlantic Centre will serve as the catalyst for the further development of the Reeds parking garage building, which will take up some of the unrealised bulk on the combined sites. The total capital expenditure of this first phase of the project is estimated to be R154 million. Construction will commence during November 2011 and is expected to take 12 months to complete. Finance for this development has been secured from Nedbank Limited.

Atlantic Centre enjoys prime visibility and should let well. Our targeted rentals are very competitive and already keen interest has been displayed.

LOERIE CENTRE

This local convenience centre situated in the heart of George comprises 4 624m² GLA. Woolworths anchor it and other national retailers occupy most of the space. The property was acquired at an initial yield of 11.9%. Minor capital was spent to upgrade the building and the one vacancy that existed at the time has been let subsequent to year-end.

The property shows good rental growth and most of the tenants have turnover clauses to their leases.

142 EDWARD STREET

This four-storey A grade office block is situated in Edward Street, Tyger Valley, diagonally opposite Tyger Valley Shopping Centre. The property comprises 2 609m² and 56 parking bays. As part of the transaction new leases were negotiated with Werksmans Attorneys. The other major tenant that occupies the building is Bigen Africa, one of SA’s leading consulting engineering firms. The acquisition yield was 11% with solid growth going forward.

FOOD LOVER’S MARKET BUILDING

The property is situated in the heart of Claremont directly adjacent to Cavendish Square, one of Cape Town’s Super Regional Centres. This small double-storey property comprises 740m² GLA and is let on a long-term basis to Fruit and Veg City Holdings Proprietary Limited. Additional bulk rights exist to add a further five floors to the building. We are investigating the way forward to unlock this value proposition.

Circular to Ingenuity shareholders

Circular to Ingenuity shareholders

• ratification by shareholders of the Acquisition by Ingenuity of the property known as Newspaper House, situated at 122 St George’s Mall, Cape Town;

• a notice convening a general meeting of shareholders; and

• a form of proxy (for use by holders of certificated shares and dematerialised shares with own-name registration only).

Corporate information and advisers

Action required by shAreholders

contents

sAlient dAtes And times

definitions

circulAr to shAreholders

finAnciAl informAtion of ingenuity