#1Internalisation and funds management proposal Investor presentation Investec Australia Property Fund#2Investec Australia Property Fund Proposal to internalise management and acquire third party funds management platform Overview Terms agreed Benefits/ Financial Outcomes · • . • As announced to the ASX and the JSE on 10 June 2020, the Responsible Entity established a Board sub-committee comprising Richard Longes, Sally Herman, Hugh Martin and Georgina Lynch (the "Independent Directors") to commence discussions with respect to internalising the management of IAPF These discussions resulted in IAPF entering into the Implementation Deed with the Investec Group in relation to an internalisation proposal (the "Proposal"), 1 which includes: • • • the acquisition of the management rights of IAPF (along with the current management team); the acquisition of the investment and asset management rights of Templewater Australia Property I, L.P. and its sub-trusts ("TAP Fund”), a third-party fund with a broad mandate to invest in opportunistic transactions in the Australian and New Zealand real estate markets; and a commitment by IAPF II to invest up to $30 million in the TAP Fund (the "TAP Commitment") IAPF's existing management team will continue to serve as the management of IAPF. Key Management comprises Graeme Katz (Executive Director and Chief Executive Officer), Zach McHerron (Fund Manager) and Kristie Lenton (Chief Financial Officer) IAPF II will pay $40m² to the Investec Group to acquire the management rights of IAPF and the TAP Fund ("Total Consideration"). This represents a 9.0 times IAPF II annualised forecast FY21 EBIT multiple The Total Consideration will be funded by drawing on existing IAPF debt facilities • The Proposal provides significant strategic and corporate governance benefits for Unitholders • • • Expected to deliver 0.1% Funds From Operations ("FFO") accretion and 4.8% Adjusted Funds From Operations ("AFFO") accretion for FY21 on a pro forma basis³ The Proposal is expected to result in a FY21 pro forma distribution of 8.85cps Establishes a third-party funds management platform by way of the management rights to the TAP Fund and the provision of asset management services in relation to certain assets in which the Investec Group retains an interest Unanimous recommendation and Independent Expert opinion • The Independent Directors unanimously recommend the Proposal, in the absence of a Superior Proposal • The Independent Expert has concluded the Proposal is fair and reasonable to, and in the best interests of, Unitholders not associated with the Investec Group 1. As announced to the ASX and the JSE on 15 October 2020. 2. Subject to certain adjustments as described in Section 11.1 of the Explanatory Memorandum. 3. See Section 6 and Annexure B of the Explanatory Memorandum for details of the basis of preparation, details of the FFO and AFFO calculations and the underlying assumptions. Investec Australia Property Fund | Internalisation and funds management proposal 1#3Investec Australia Property Fund Transaction framework Independent Board Committee Independent Expert Conditions Structure TAP Fund • • The Independent Directors have formed a sub-committee to assess the Proposal A strict governance and information sharing protocol was adopted to ensure independent consideration of the Proposal The Independent Directors appointed Deloitte Corporate Finance Pty Limited to prepare an Independent Expert's Report In order for the Proposal to proceed, an ordinary resolution must be passed by a simple majority of votes cast by Unitholders entitled to vote at the Meeting scheduled for 5.00pm (Sydney time) / 8.00am (Johannesburg time) on Tuesday, 17 November 2020 The Proposal is also conditional on (among other things) regulatory approvals and third party consents being obtained IAPF II will acquire the shares in IAPH, which is the holding company of the Responsible Entity, the Manager and certain other entities that are involved in the management of IAPF (through this acquisition, IAPF II will acquire the management rights of IAPF I) If approved, the Proposal will create a stapled entity incorporating a funds management platform which is initially focused on the management of the TAP Fund The TAP Fund is an unlisted Australian opportunity fund launched in December 2019 It seeks to invest in opportunistic real estate transactions in Australia and New Zealand with a shorter-term investment horizon than more passive investments, including value add and real estate backed debt opportunities which require more active management • The TAP Fund is intending to raise $300 million to deliver on its strategy . • To date the TAP Fund has received binding, firm commitments from investors of $140 million (including a binding commitment from IAPF II to invest up to $30 million and a binding commitment from Investec Group to invest up to $10 million) The current investments of the TAP Fund comprise¹: • • the Metro Northcote Investment, which is a mezzanine debt loan for the development of a residential townhouse project in Victoria (representing a $13.5 million project commitment); 2 and the KPG1 Investment, which is a senior debt loan provided for the development of a self-storage asset in Queensland (representing a $7.5 million project commitment) 1. Three further investments have received investment committee approval. 2. Completion of this investment is expected to occur prior to implementation of the Proposal. Investec Australia Property Fund | Internalisation and funds management proposal 2#4Outcome for Unitholders EA $ Investec Australia Property Fund Enhanced corporate governance framework Alignment of interest and continuity of management • • • • Directors and management will be solely responsible to Unitholders for the management and operation of IAPF Enhanced accountability, with Unitholders able to vote on the appointment of Directors on a rotational basis IAPF will also be subject to additional corporate governance principles in the King IV Code and the ASX Guidelines Management will now be employed by and accountable to the Board, who will set remuneration incentives tailored to the objectives of IAPF The existing strategy and management team which has delivered consistently positive outcomes will be maintained • The Proposal is expected to be 0.1% accretive to FFO and 4.8% accretive to AFFO in FY21 on a pro forma basis Financial benefits Growth and diversification of income streams • • • . Gearing will increase from 22.2% to 25.8%¹, albeit below the target range of 30%-40% NTA per security will decrease from $1.32 to $1.24 on a pro forma basis as the management rights will be accounted for as an intangible asset, however NAV per security is not expected to be materially impacted IAPF will no longer pay investment management, property management and leasing fees to Investec, providing Unitholders with a scalable platform Establishes a third-party funds management platform by way of the management rights to the TAP Fund and the provision of asset management services in relation to certain assets in which the Investec Group has an interest Providing potential for additional income streams via funds management and asset management opportunities Internalisation aligns IAPF with industry standard, with only one externally managed REIT being included in the top 10 REITs by market capitalisation (as at 12 October 2020) Increased investor participation • Some investors prefer investing in internally managed REITs The Proposal may drive increases in demand for and liquidity of IAPF 1. Gearing on a pro forma basis as at 31 March 2020 post disposal of 757 Ann Street, Fortitude Valley QLD, which was sold effective 1 April 2020. Investec Australia Property Fund | Internalisation and funds management proposal 3#5Financial impact of the Proposal¹ 9.0x IAPF II annualised forecast FY21 EBIT multiple +0.1% FY21 pro forma FFO accretion 25.8% Gearing² 3.2% Total Consideration as % of IAPF AUM3 +4.8% FY21 pro forma AFFO accretion $1.24 NTA per security (NAV $1.31) Investec Australia Property Fund 1. See Section 6 and Annexure B of the Explanatory Memorandum for details of the basis of preparation, details of the FFO and AFFO calculations and the underlying assumptions. 2. Gearing on a pro forma basis as at 31 March 2020 post disposal of 757 Ann Street, Fortitude Valley QLD, which was sold effective 1 April 2020. 3. AUM includes the Properties valued at $1,085 million and binding commitments to invest in the TAP Fund of $140 million. Total Consideration as a % of AUM of IAPF I only is 3.7%. Investec Australia Property Fund | Internalisation and funds management proposal 4#6Key dates Investec Australia Property Fund Important dates Despatch of Explanatory Memorandum, Notice of Meeting and Product Disclosure Statement to Unitholders Voting Record Date Meeting Date Sydney time (unless otherwise specified) Tuesday, 20 October 2020 7.00pm (Sydney time) / 10.00am (Johannesburg time) on Friday, 13 November 2020 5.00pm (Sydney time) / 8.00am (Johannesburg time) on Tuesday, 17 November 2020 If the Resolution is approved by Unitholders and the Conditions are fulfilled Last day of trading in unstapled IAPF I Units on the JSE Last day of trading in unstapled IAPF I Units on the ASX Stapled Securities commence trading on the JSE (on a normal settlement basis) Stapled Securities commence trading on the ASX (on a deferred settlement basis) Stapling Record Date and last day for registration of transfers of unstapled IAPF I Units Implementation Date (effective date of management internalisation) Stapled Securities commence trading on the ASX (on a normal settlement basis) Sydney time (unless otherwise specified) Friday, 20 November 2020 Monday, 23 November 2020 Tuesday, 24 November 2020 Tuesday, 24 November 2020 Wednesday, 25 November 2020 Monday, 30 November 2020 Monday, 30 November 2020 1. Abridged version of key dates of the Proposal, refer to the 'Key dates' section of the Explanatory Memorandum for full timetable. These dates are indicative only and may be subject to change and all other conditions being satisfied. Investec Australia Property Fund | Internalisation and funds management proposal 5#7Investec Australia Property Fund Disadvantages and risks of the Proposal • Decrease in NTA Increase in Gearing No access to Investec Group's resources Employees Historical liabilities • • • • . • • TAP Commitment • As the management rights will be accounted for as an intangible asset, IAPF's NTA per security will decrease by 5.7% from $1.32 to $1.24 IAPF's NAV per security (which ascribes value to the management rights acquired) is not expected to be materially impacted Given the intangible asset acquired does not contribute to IAPF's asset base for the purpose of calculating Gearing, the debt drawn to fund the Total Consideration and Transaction Costs will increase Gearing from 22.2% to 25.8%, 1 albeit remaining below the target range of 30%-40% The progressive investment in the TAP Fund (via the TAP Commitment) will also be funded by a new debt tranche that will be added to the Facility Agreement. If IAPF II were to contribute 100% of its $30 million investment, the Gearing would increase to 27.8%² While the current management team will transfer to IAPF under the Proposal, IAPF will no longer have access to the Investec Group's other resources While the Proposal will likely see a reduction in the management expense ratio, Unitholders will be directly exposed to the ongoing operating costs of management The addition of a stapled entity to the group may also increase administrative and compliance costs IAPF will be reliant on retaining and attracting quality senior management and personnel to operate IAPF. There is a risk the Proposal could trigger the loss of services of senior management or key personnel, and new personnel might have less specialist experience or be more expensive which could adversely affect IAPF's operations and performance Entities acquired as part of the Proposal may have historical liabilities. To address this, the Independent Directors have commissioned legal, tax and accounting due diligence and obtained substantive warranties and indemnities under the Implementation Deed The Proposal requires IAPF II to allocate $30 million to progressively invest in the TAP Fund. This represents an opportunity cost as IAPF II cannot allocate these funds to invest in other assets The TAP Commitment, if called, will provide IAPF II with an interest in the investments made by the TAP Fund, which have a risk profile that is significantly different to the properties owned by IAPF and may be different to current investment preferences of Unitholders 1. Gearing on a pro forma basis as at 31 March 2020 post disposal of 757 Ann Street, Fortitude Valley QLD, which was sold effective 1 April 2020. 2. Following implementation, IAPF II is not expected to contribute a portion of the TAP Commitment until at least the end of March 2021 Investec Australia Property Fund | Internalisation and funds management proposal 6#8Investec Australia Property Fund Disadvantages and risks of the Proposal (cont.) • Transaction Costs TAP Fund management Other general risks • • IAPF will incur Transaction Costs of approximately $6.7 million in connection with the Proposal if implemented (compared to $4.8 million of transaction costs if the Proposal does not proceed) There are risks associated with management of the TAP Fund, including management of the TAP Fund not generating expected revenues, the TAP Investment Management Agreement being terminated, and a conflict of interest arising in circumstances where the Manager sources an acquisition or investment opportunity which falls within the investment mandate of both IAPF I and the TAP Fund (although currently an overlap between IAPF I's mandate and the mandate of the TAP Fund is not expected) IAPF will be exposed to movements and volatility in operating cost structures such that there is a risk that ongoing operating costs may be higher than anticipated There is a risk that the assumptions in the financial information in Section 6 of the Explanatory Memorandum may not be achieved The addition of a new stapled registered Managed Investment Scheme to the group structure gives rise to additional regulatory, tax, and legal requirements which may increase administrative and compliance costs There can be no guarantee that the price of securities will increase following implementation of the Proposal Investec Australia Property Fund | Internalisation and funds management proposal 7#9Appendix A Financials#10Investec Australia Property Fund Expected to be 0.1% accretive to FFO and 4.8% accretive to AFFO in FY21 on a pro forma basis Summary • IAPF Group pro forma forecast FY21 income statement¹ calculated as: A. forecast income statement for IAPF I for the year ending 31 March 2021 prepared on a standalone basis; B. forecast income statement for IAPF II for the period from 1 November 2020 to 31 March 2021, prepared on a standalone basis; C. the impact arising from the Proposal and elimination adjustments with respect to cross-staple transactions assuming implementation occurred on 1 November 2020; and D. the pro forma impact arising from the Proposal assuming 1 April 2020 implementation The Proposal is expected to be 0.1% accretive to FFO and 4.8% accretive to AFFO accretive in FY21 on a pro forma basis Illustrative internalisation impact on IAPF Group (pro forma FY21, $m) Revenue2,3 Fee income Property expenses Net property income Management fees Other operating expenses IAPF I FY21 (A) IAPF II (B) Adjustment Pro Forma Adjustments (C) (D) IAPF Group pro forma FY211 (A+B+C+D) 91.3 91.3 5.3 (3.4) 1.9 3.8 (20.5) (20.5) 70.8 5.3 (3.4) 1.9 74.7 (5.8) 2.5 3.3 (1.7) (3.5) (4.8) (9.9) Transaction related costs (7.1) (0.5) (7.5) Finance costs (8.3) (0.6) (0.8) (9.6) Fair value adjustments (6.9) (6.9) Net profit 48.1 (5.2) (1.4) (0.8) 40.6 Straight-line rental revenue adjustment (0.5) (0.5) Fair value adjustments 6.9 6.9 Amortisation of incentives and leasing 1.6 1.6 fees Transaction costs 6.7 6.7 Employee retention accrual 0.3 0.5 0.8 FFO 56.2 1.8 (1.4) (0.4) 56.3 Maintenance capex (2.1) (2.1) Cash incentives and leasing fees AFFO (4.1) 2.3 (1.7) 50 1.8 0.9 (0.4) 52.4 FFO per unit (cents) AFFO per unit (cents) 9.20 8.18 +0.1% +4.8% 9.21 8.57 1. Assumes implementation occurred on 1 April 2020. 2. Includes straight-line rental revenue adjustment. 3. Subject to the following material assumptions in relation to revenue: (1) Contracted revenue is based on existing lease agreements including stipulated increases; (2) Of the leases expiring during FY21, renewals or re-leasing assumptions translates to $0.2 million (0.2%) of rental income; and (3) Of the rental income of $90.8 million for the year ended 31 March 2021, 99.8% relates to contracted rental income. Investec Australia Property Fund | Internalisation and funds management proposal 8#11Investec Australia Property Fund IAPF's gearing will remain below the target range of 30% - 40% Summary . • The impact of the Proposal includes the acquisition of IAPH by IAPF II via the drawdown of $46.7 million in debt to fund the Total Consideration of $40.0 million and transaction costs of $6.7 million The management rights is recognised as a $39.5 million adjustment in intangible assets - - As such, IAPF's NTA per Stapled Security will decrease by 5.7% from $1.32 to $1.24 but the NAV per Stapled Security (which ascribes value to the management rights acquired) is not expected to be materially impacted; and The debt drawn to fund the Total Consideration and Transaction Costs will increase IAPF's Gearing from 22.2% to 25.8%, albeit remaining below the target range of 30% - 40% Assets Cash and cash equivalents Investment properties Intangibles Other assets Total assets Other liabilities Total liabilities Net assets Contributed equity Retained earnings Total equity Pro forma historical balance sheet (31 March 2020, $m) IAPF I 31 March 2020 Ann Street disposal adjustment1 IAPF Group pro Proposal adjustment forma FY20 31 March 2020 17.1 1,179.0 2.6 19.8 (94.0) 1,085.0 39.5 39.5 4.5 4.5 1,200.6 (94.0) 42.1 1,148.7 Liabilities Borrowings 345.5 (92.7) 46.7 299.5 Employee entitlements 2.1 2.1 46.8 46.8 392.4 (92.7) 48.9 348.6 808.2 (1.3) (6.7) 800.1 696.4 696.4 111.8 (1.3) (6.7) 103.7 808.2 (1.3) (6.7) 800.1 Units on issue ('000) 611,298 611,298 Net tangible asset value per unit ($) 1.32 1.24 Net asset value per unit ($) Gearing (%) 1.32 27.9 1.31 25.8 1. Gearing on a pro forma basis as at 31 March 2020 post disposal of 757 Ann Street, Fortitude Valley QLD, which was sold effective 1 April 2020. Investec Australia Property Fund | Internalisation and funds management proposal 9#12Appendix B Glossary#13Glossary of terms¹ Investec Australia Property Fund Term Meaning $ or AUD AAS AFFO AFSL ASIC ASX Australian dollars, being the lawful currency of Australia. Australian Accounting Standards and other authoritative announcements issued by the Australian Accounting Standards Board. Adjusted funds from operations, calculated in line with the Property Council Guidelines, being FFO adjusted for maintenance capital expenditure, cash and cash equivalent incentives (including rent free incentives) given to tenants during the period and other one-off items which have not been adjusted in determining FFO. Australian financial services licence issued under the Corporations Act. Australian Securities and Investments Commission. ASX Limited (ACN 008 624 691) and, where applicable, the Australian securities exchange operated by ASX Limited. Term Competing Proposal Meaning Any proposal by a third party in relation to a transaction or arrangement under which if such transaction or arrangement is completed: • • • • • a person would acquire (directly or indirectly) or become the holder of, or otherwise have a right to acquire or have an economic interest in the whole or a substantial part of the business conducted by IAPF I or IAPF I's assets or its related bodies corporate; a person would acquire a relevant interest in, or voting power of, 50% or more of all IAPF | Units on issue; a person would acquire (directly or indirectly) control of IAPF I within the meaning of section 50AA of the Corporations Act; a person would otherwise acquire, or merge or amalgamate with, IAPF I; or IAPF I would be required to abandon or otherwise fail to proceed with the Proposal. The conditions of the Proposal set out in the Implementation Deed and detailed in Section 2.10 of the Explanatory Memorandum. Corporations Act 2001 (Cth). Conditions ASX Guidelines ASX Corporate Governance Council's Corporate Governance Principles and Recommendations, as amended from time to time. AUM Assets under management. Corporations Board The board of Directors, as further detailed in Section 5.2 of the Explanatory Memorandum. Act Director A director of the Responsible Entity. CIS Act Collective Investment Scheme Collective Investment Schemes Control Act, No. 45 of 2002 of South Africa. A collective investment scheme as defined in section 1 of the CIS Act. EBIT Explanatory Memorandum Earnings before interest and tax. The explanatory memorandum in relation to the Proposal dispatched on 20 October 2020. 1. Capitalised terms not defined in this presentation are defined in the Explanatory Memorandum Investec Australia Property Fund | Internalisation and funds management proposal 10 10#14Glossary of terms Investec Australia Property Fund Term FFO Meaning Funds from operations calculated in accordance with the Property Council Guidelines, determined by adjusting statutory net profit (under AAS) for non-cash and other items such as property revaluations, derivative mark-to-market impacts, amortisation of tenant incentives, gain/loss on sale of investment properties, straight-line rental revenue adjustments, non-FFO tax expenses/benefits and other unrealised one-off items. South African Financial Markets Act No 19 of 2012. Term IAPF IAPF I FMA FY20 The financial year ended 31 March 2020. FY21 The financial year ending 31 March 2021. IAPF I Unit IAPF II Gearing Interest bearing liabilities (excluding debt establishment costs) less cash divided by the total value of assets (excluding intangibles and trade and other receivables). Group Company Hold Trust Hold Trustee IAPH and each subsidiary of IAPH comprising: the Responsible Entity; • the Manager; • the Hold Trustee; • the Sub Trustee; and from immediately prior to implementation of the Proposal, the TAP Trustee and the TAP Sub Trustee. Investec Australia Hold Trust No. 1, an intermediary holding trust that is a wholly owned by IAPF and is the holding trust of the Sub Trusts that own the Portfolio. Investec Wentworth Pty Limited (ACN 003 388 725), which as at the date of this presentation is the trustee of the Hold Trust and the Point Cook Trust, and the security trustee of the Riverside Security Trust, and is ultimately wholly owned by Investec plc. Investec Australia Property Fund | Internalisation and funds management proposal IAPF II Unit IAPF Group IAPH Meaning IAPF I or the IAPF Group, as the context requires depending on whether Stapling has occurred. Investec Australia Property Fund (ARSN 162 067 736), duly registered as a Managed Investment Scheme under the Corporations Act; also recognised as a foreign Collective Investment Scheme and authorised to solicit investments in it from members of the public in South Africa under section 65 of the CIS Act, and, if the context requires, its controlled entities from time to time. An undivided participatory interest in IAPF I. Investec Australia Property Fund II (ARSN 644 081 309), which is duly registered as a Managed Investment Scheme under the Corporations Act, and, if the context requires, its controlled entities from time to time. An undivided participatory interest in IAPF II. The group formed as a result of the Stapling of IAPF I Units to IAPF II Units as described in the Explanatory Memorandum, which will comprise IAPF I, IAPF II and their respective controlled entities. Investec Australia Property Holdings Pty Limited (ACN 138 087 993), which as at the date of this presentation is ultimately wholly owned by Investec plc. Implementation The date the Proposal is implemented, expected to be Monday, 30 November 2020. Date Implementation Deed Independent Directors The deed between the Responsible Entity (as responsible entity of IAPF I and IAPF II), the Seller and Investec Australia which sets out the steps necessary to implement the Proposal. The independent Directors from time to time, which as at the date of this presentation comprise Richard Longes, Sally Herman, Hugh Martin and Georgina Lynch. 11#15Glossary of terms Investec Australia Property Fund Term Meaning Independent Expert Deloitte Corporate Finance Pty Limited (ACN 003 833 127). Independent Expert's Report Investec Australia Investec Group or Investec Investec Limited Investec plc JSE Key Management The report prepared by the Independent Expert expressing an opinion as to whether the Proposal is fair and reasonable to, and in the best interests of, Unitholders not associated with the Investec Group. Investec Australia Limited (ACN 140 381 184), which is ultimately wholly owned by Investec plc. Investec Limited and Investec plc, being the head entities of the dual listed companies structure comprising the Investec group, and each of their controlled entities as at the date of this presentation, other than, following implementation of the Proposal, the Group Companies. Investec Limited (Registration number 1925/002833/06), a public company duly incorporated in accordance with the laws of South Africa and listed on the JSE, with secondary listings on the Botswana Stock Exchange and the Namibian Stock Exchange. Investec plc (Registration number 3633621), a company registered in England and Wales and listed on the London Stock Exchange, with a secondary listing on the JSE. JSE Limited (Registration number 2005/022939/06), a public company duly incorporated in accordance with the laws of South Africa and, where applicable, the exchange operated by JSE Limited in accordance with its licence under the FMA. Graeme Katz, Zach McHerron and Kristie Lenton. Term Managed Investment Scheme Management Agreement Manager Meeting Meeting Date NAV Notice of Meeting NTA Portfolio Product Disclosure Statement or Meaning A managed investment scheme that has been registered by ASIC as a managed investment scheme under Chapter 5C of the Corporations Act. The management agreement between the Responsible Entity and the Manager dated 1 August 2013, as amended from time to time, the key details of which are set out in Section 11.9 of the Explanatory Memorandum. Investec Property Management Pty Limited (ACN 161 587 391), which has been contracted under the Management Agreement to provide certain investment management services, property management services and leasing services to IAPF I, and as at the date of this presentation is ultimately wholly owned by Investec plc. The meeting of Unitholders to consider the Proposal to be held at 5.00pm (Sydney time) / 8.00am (Johannesburg time) on Tuesday, 17 November 2020 (held virtually), and any adjournment of that meeting. Expected to be Tuesday, 17 November 2020. Net asset value. The notice of Meeting to be sent to Unitholders by the Responsible Entity, as set out in Annexure E of the Explanatory Memorandum. Net tangible assets. The portfolio of Properties owned by IAPF I and its subsidiaries as at the date of this presentation as set out in Section 4.3 of the Explanatory Memorandum. A product disclosure statement for the purposes of Part 7.9 of the Corporations Act. PDS King IV Code King IV Report on Corporate Governance for South Africa 2016. Investec Australia Property Fund | Internalisation and funds management proposal Properties All properties owned by IAPF from time to time. 12#16Glossary of terms Investec Australia Property Fund Term Property Council Guidelines Proposal REIT Resolution Responsible Entity Seller Meaning Version 2 of the Property Council of Australia's "Voluntary Best Practice Guidelines for Disclosing FFO and AFFO", published in December 2017 and available at www.propertycouncil.com.au. A proposal (as described in the Explanatory Memorandum) to: internalise the management functions of IAPF by creating an internally managed stapled group; assume the management rights of the TAP Fund and certain assets of the Investec Group; and invest in the TAP Fund via the TAP Commitment. The key elements of the Proposal are set out in Section 2.2 of the Explanatory Memorandum. Real estate investment trust. The resolution set out in the Notice of Meeting that is required to be approved by Unitholders at the Meeting in order to implement the Proposal. Investec Property Limited (ACN 071 514 246, AFSL 290909) (in its capacity as the responsible entity of IAPF I and/or IAPF II, as the context requires). Investec Bank plc (registration number 00489604), a company registered in England and Wales which is ultimately wholly owned by Investec plc. Stapled Security A stapled security comprising one IAPF I Unit and one IAPF II Unit, stapled together as a result of the implementation of the Proposal, so that one may not be transferred or otherwise dealt with without the other. The stapling of the IAPF I Units to the IAPF II Units to form the IAPF Group, such that the securities cannot be traded separately. Stapling or Stapled Stapling Record Date The date allocated by the Responsible Entity to determine which Unitholders are eligible to receive the distribution of the IAPF II Units for each IAPF I Unit they hold in IAPF I, expected to be Wednesday, 25 November 2020. Investec Australia Property Fund | Internalisation and funds management proposal Term Sub Trustee Sub Trusts Superior Proposal TAP Commitment Meaning Investec Propco Pty Limited (ACN 161 587 186) (in its capacity as trustee of each of the Sub Trusts), which as at the date of this presentation is ultimately wholly owned by Investec plc. Investec Australia Sub Trust No. 1, Investec Australia Sub Trust No. 2, Investec Australia Sub Trust No. 3, Investec Australia Sub Trust No. 4, Investec Australia Sub Trust No. 5, Investec Australia Sub Trust No. 6, Investec Australia Sub Trust No. 7, Investec Australia Sub Trust No. 8, Investec Australia Sub Trust No. 9, Investec Australia Sub Trust No. 10, Investec Australia Sub Trust No. 11, Investec Australia Sub Trust No. 12, Investec Australia Sub Trust No. 13, Investec Australia Sub Trust No. 14, Investec Australia Sub Trust No. 15, Investec Australia Sub Trust No. 16, Investec Australia Sub Trust No. 17, Investec Australia Sub Trust No. 18, Investec Australia Sub Trust No. 19, Investec Australia Sub Trust No. 20, Investec Australia Sub Trust No. 21, Investec Australia Sub Trust No. 22, Investec Australia Sub Trust No. 23, Investec Australia Sub Trust No. 24, and any other subsidiary trust of Hold Trust created to hold assets of IAPF I, including the Properties. A bona fide Competing Proposal which the Independent Directors have determined, in good faith after consultation with their external professional advisors, is in their reasonable opinion: • reasonably capable of being completed, taking into account all aspects of the Competing Proposal and the person making it; and more favourable to Unitholders (as a whole) than the Proposal, taking into account all the terms and conditions of the Competing Proposal. A $30 million commitment to invest in the TAP Fund. 13#17Glossary of terms Term TAP Fund Meaning A fund comprised of the TAP LP, the TAP Head Trust and various sub-trusts that have been established (or may be established from time to time). TAP Head Trust Templewater Australia Property Fund I Head Trust. TAP LP TAP Sub Trustee TAP Trustee Total Consideration Transaction Costs Unitholder Voting Record Date Templewater Australia Property I, L.P. Investec Templewater No.2 Pty Limited (ACN 642 088 695) (in its capacity as trustee of each sub-trust of the TAP Fund) which as at the date of this presentation is ultimately wholly owned by Investec plc. Investec Templewater No.1 Pty Limited (ACN 638 015 219) (in its capacity as trustee of the TAP Fund) which as at the date of this presentation is ultimately wholly owned by Investec plc. The total consideration of $40 million which represents the purchase price for the acquisition of the shares in IAPH which is the holding company of the Manager (which holds the management rights of IAPF I), and the management rights to the TAP Fund, subject to certain adjustments provided for in the Implementation Deed and described in Section 11.1 of the Explanatory Memorandum. The transaction costs associated with the Proposal. A holder of an IAPF I Unit or Stapled Security, as the context requires depending on whether Stapling has occurred. 7:00pm (Sydney time) / 10.00am (Johannesburg time) on Friday, 13 November 2020. Investec Australia Property Fund | Internalisation and funds management proposal Investec Australia Property Fund 14#18Disclaimer Investec Australia Property Fund The material in this presentation has been prepared by Investec Property Limited (ABN 93 071 514 246; AFSL 290 909) ("Investec Property") as responsible entity of Investec Australia Property Fund (ARSN 162 067 736) (IAPF I) and comprises general background information about the activities of IAPF I, Investec Australia Property Fund II (ARSN 644 081 309) (IAPF II) (together, the "IAPF Group") and their current and proposed activities. This information is given in summary form and does not purport to be complete. This presentation does not constitute an offer to sell, or an invitation of an offer to buy, any securities in any jurisdiction. This presentation and the announcement to which it is attached is not financial product advice, investment advice or any recommendation, nor do they form any part of any contract or commitment for the acquisition of securities. This presentation and the announcement to which it is attached is not a prospectus, product disclosure statement or other offering document under Australian law (and will not be lodged with ASIC) or any other law. Information in this presentation, including forecast financial information, should not be considered as advice or a recommendation to investors or potential investors in relation to holding, purchasing or selling securities or other financial products or instruments and does not take into account your particular investment objectives, financial situation or needs. Before acting on any information you should consider the appropriateness of the information having regard to these matters, any relevant offer document and in particular, you should seek independent financial advice and make your own independent assessment. All securities and financial product or instrument transactions involve risks, which include (among others) the risk of adverse or unanticipated market, financial or political developments and, in international transactions, currency risk. Past performance is not a reliable indicator of future performance This presentation may contain forward looking statements including statements regarding the Directors' intent, belief or current expectations with respect to Investec Property and the IAPF Group's activities and operations, market conditions, results of operation and financial condition, specific provisions and risk management practices. The forward looking statements contained in the presentation are based on the assumptions that the macro-economic environment will not deteriorate markedly, no tenant failures will occur and budgeted renewals will be concluded. Budgeted rental income was based on in force leases, contractual escalations and market-related renewals. Readers are cautioned not to place undue reliance on these forward looking statements, particularly in light of the current economic climate and the significant volatility, uncertainty and disruption caused by the COVID-19 pandemic. Circumstances may change and the contents of this presentation may become outdated as a result. Investec Property does not undertake any obligation to publicly release the result of any revisions to these forward looking statements to reflect events or circumstances after the date hereof to reflect the occurrence of unanticipated events. While due care has been used in the preparation of forecast information, actual results may vary in a materially positive or negative manner. Forecasts and hypothetical examples are subject to uncertainty and contingencies outside the control of Investec Property and the IAPF Group. Certain financial information in this presentation is prepared on a different basis to the IAPF I's financial report, which is prepared in accordance with Australian Accounting Standards. Where financial information presented within this presentation does not comply with Australian Accounting Standards, reconciliation to the statutory information is provided. This presentation provides further detail in relation to key elements of the IAPF Group's financial performance and financial position. Any additional financial information in this presentation which is not included in the Fund's financial report was not subject to independent audit by KPMG. IAPF I and IAPF II were each established in Australia and are registered with ASIC as managed investment schemes. IAPF I is also registered as a foreign collective investment scheme in terms of Section 65 of the Collective Investment Schemes Control Act No. 45 of 2003 of South Africa and operated by Investec Property, and is currently listed on the JSE and the ASX. Investec Australia Property Fund | Internalisation and funds management proposal 15#19Disclaimer Investec Australia Property Fund Investec Property is the issuer of units in IAPF I and IAPF II. Investments in the IAPF Group are not deposits with, or other liabilities of, any Investec group entity (including Investec Property, Investec Bank plc and its Australia Branch, Investec Australia Limited and any other of its and their related bodies corporate, affiliates, officers, employees or agents (together, the Investec Group). Investec Property and the IAPF Group are not authorised deposit taking institutions for the purposes of the Banking Act 1959 (Cth), and no member of the Investec Group, including Investec Property, Investec Bank plc and its Australia Branch, guarantees or otherwise provides any assurance in relation to Investec Property and the IAPF Group. Investments in IAPF Group are subject to investment risk, including possible delays in repayment and loss of income and capital invested. Past performance is not necessarily a guide to future performance. Returns and benefits are dependent on the performance of underlying assets and other variable market factors and are not a guarantee. Exchange rate fluctuations may have an adverse effect on the value of certain investments. No member of the Investec Group guarantees any particular rate of return or the performance of the IAPF Group, nor do they guarantee the repayment of capital from the IAPF Group. The reader acknowledges that no member of the Investec Group will have any liability whatsoever (to the maximum extent permitted by law) to the reader in connection with this presentation, the information contained within it, or any investment or financial decision made in relation to the matters discussed herein, or any due diligence by the reader; and the reader irrevocably releases the Investec Group and Investec Property from any loss, damage claim, action, liability (including without limitation for negligence), cost and expenses in connection with the contents, use or assessment of this presentation or any other oral or written representation made in connection with its contents by Investec Property or any member of the Investec Group. South Africa The material in this presentation do not constitute, advertise or relate to an offer to the public (as defined in the South African Companies Act, No 71 of 2008, as amended (the "SA Companies Act")) for the sale of or subscription for, or the solicitation of an offer to buy or subscribe for securities, and must not be distributed to any person in South Africa in any manner which could be construed as an offer to the public in terms of Chapter 4 of the SA Companies Act. The presentation does not, nor is it intended to, constitute a prospectus registered under the SA Companies Act and accordingly, does not comply with the substance and form requirements for prospectuses set out in the SA Companies Act and the South African Companies Regulations of 2011. Nothing in the presentation should be viewed, or construed, as "advice" as that term is used in the South African Financial Markets Act, No 19 of 2012, as amended ("FMA") and/or the South African Financial Advisory and Intermediary Services Act, No 37 of 2002, as amended and nothing in the presentation should be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa. Investec Australia Property Fund | Internalisation and funds management proposal 16