THIS DOCUMENT AND ANY ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take, or the contents of this document, you should immediately seek your own financial advice from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser, who is authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all of your Ordinary Shares please send this document, together with the accompanying Form of Proxy, to the purchaser or transferee or to the stockbroker, bank, or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. However, such documents should not be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction. If you have sold or transferred only part of your holding of shares in the Company you should retain this document and the accompanying Form of Proxy and consult the stockbroker, bank or other agent through whom the sale or transfer was effected.

This document does not constitute or form part of any offer or invitation to acquire, subscribe for, dispose of or issue any security, nor does it constitute or form part of any solicitation of any offer to purchase, subscribe for, dispose of or issue any security. The contents of this document are not to be construed as legal, business or tax advice. Each prospective investor should consult their own legal, financial or tax adviser for legal, financial or tax advice.

REDEFINE INTERNATIONAL P.L.C.(Incorporated in the Isle of Man under the Companies Acts, 1931 – 2004 (as amended) and re-registered under the Companies Act 2006 of the Isle of Man

with registered number 010534V)

Proposed acquisition of the AUK PortfolioApproval of Related Party Transactions and the Disposal

andNotice of Extraordinary General Meeting

This is not a prospectus but a shareholder circular. The distribution of this document and/or any accompanying documents within or into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession this document and/or any accompanying documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, neither this document nor any accompanying documents should be distributed, forwarded to or transmitted in or into any jurisdiction where to do so would or might contravene local securities laws or regulations.

Please read the whole of this document. Your attention is drawn in particular to the letter from the Chairman of the Company which is set out in Part 4 of this document, which contains the recommendation of the Directors that you vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting. Please see also Part 5 (Risk Factors) of this document for a discussion of certain factors that should be considered by Shareholders when considering the matters referred to in this document and what action to take in connection with the Extraordinary General Meeting.

Notice of the EGM, which is to be held at 2nd Floor, 30 Charles II Street, London SW1Y 4AE, on 25 September 2015, at 09:30 a.m. (London time) is set out at the end of this document. A Form of Proxy for use in relation to the Extraordinary General Meeting is enclosed. To be valid, the Form of Proxy should be completed, signed and returned in accordance with the instructions printed on it and the notes in the Notice of Extraordinary General Meeting. Completion and return of a Form of Proxy will not preclude Shareholders from attending and voting in person at the Extraordinary General Meeting, should they so wish.

Peel Hunt LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as sole sponsor, financial adviser and joint broker to the Company in connection with the Proposals and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Peel Hunt LLP, nor for providing advice in relation to the Proposals.

J.P. Morgan Limited (which conducts its UK investment banking business as J.P. Morgan Cazenove), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as joint broker to the Company in connection with the Proposals and will not be responsible to anyone other than the Company for providing the protections afforded to clients of J.P. Morgan Limited, nor for providing advice in relation to the Proposals.

Java Capital is acting solely for the Company in relation to matters referred to in the document and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Java Capital, nor for providing advice in relation to the Proposals.

Aside from the responsibilities and liabilities, if any, which may be imposed under the FSMA or the regulatory regime established thereunder, or any other applicable regulatory regime, none of Peel Hunt LLP, J.P. Morgan Limited, Java Capital or any of their respective affiliates accept any responsibility or liability whatsoever for, nor make any representation or warranty, express or implied, as to the contents of this document, including its accuracy, fairness, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the Proposals and nothing in this document is, or shall be relied upon as a promise or representation in this respect, whether as to the past or future. Each of Peel Hunt LLP, J.P. Morgan Limited and Java Capital and their respective affiliates accordingly disclaims to the fullest extent permitted by law all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this document or any such statement.

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CONTENTS

Page

PART 1 IMPORTANT INFORMATION 2

PART 2 EXPECTED TIMETABLE OF PRINCIPAL EVENTS 4

PART 3 CORPORATE DETAILS AND ADVISERS 5

PART 4 LETTER FROM THE CHAIRMAN OF THE COMPANY 7

PART 5 RISK FACTORS 18

PART 6 PROPERTY VALUATION OF THE COMBINED AUK PORTFOLIO 21

PART 7 UNAUDITED PRO FORMA FINANCIAL INFORMATION RELATING TO THE GROUP 30

PART 8 ACCOUNTANTS’ REPORT ON THE PRO FORMA FINANCIAL INFORMATION 34

PART 9 PRINCIPAL TERMS AND CONDITIONS OF THE ACQUISITION, THE RPL LOAN AND THE RPL EQUITY COMMITMENT 36

PART 10 ADDITIONAL INFORMATION 40

PART 11 DEFINITIONS 41

PART 12 NOTICE OF EXTRAORDINARY GENERAL MEETING OF REDEFINE INTERNATIONAL P.L.C. 51

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PART 1

IMPORTANT INFORMATION

1. TO VOTE ON THE RESOLUTIONS

Shareholders on the UK share register

Whether or not you plan to attend the Extraordinary General Meeting in person (which is to be held at 2nd Floor, 30 Charles II Street, London SW1Y 4AE at 09:30 a.m. (London time) on 25 September 2015), please either:

(a) complete a Form of Proxy in accordance with the instructions printed on it and return it so as to be received by no later than 09:30 a.m. (London time) on 23 September 2015;

(b) submit your proxy electronically at www.capitashareportal.com, subject to the terms and conditions shown on the website, by no later than 09:30 a.m. (London time) on 23 September 2015; or

(c) if you hold Ordinary Shares in CREST and wish to appoint a proxy by completing and transmitting a CREST Proxy Instruction, ensure it is received by the Company’s agent, Capita Asset Services (whose CREST ID is RA10), by no later than 09:30 a.m. (London time) on 23 September 2015.

The completion and return of the completed Form of Proxy, electronic submission of your proxy, or transmission of a CREST Proxy Instruction will not prevent you from attending the Extraordinary General Meeting and voting in person (in substitution for your proxy vote) if you so wish and are so entitled.

Shareholders on the SA share register

If you hold your Ordinary Shares in uncertificated form on the SA share register and do not have “own name” registration you should:

(a) not complete the Form of Proxy; and

(b) contact your CSDP or broker and furnish your CSDP or broker with your voting instructions in the manner and by the cut-off time stipulated by your CSDP or broker in terms of the custody agreement between you and your CSDP or broker.

If you hold your Ordinary Shares in certificated form on the SA register, or if you have “own name” Dematerialised Shares, whether or not you plan to attend the Extraordinary General Meeting, please complete a Form of Proxy in accordance with the instructions printed on it and return it so as to be received by no later than 09:30 a.m. (London time) on 22 September 2015 by Computershare Investor Services Proprietary Limited, Ground Floor, 70 Marshall Street, Johannesburg, South Africa or posted to PO Box 61051, Marshalltown, 2107, Johannesburg, South Africa, or faxed to fax number +27(11) 688 5238, or emailed to proxy@computershare.co.za.

A summary of the action to be taken by the Shareholders is set out in Part 4 (Letter from the Chairman) and Part 12 (Notice of General Meeting) of this document.

2. DEFINITIONS

Capitalised terms have the meanings ascribed to them in Part 11 of this document.

3. NO INCORPORATION OF WEBSITE

The content of the Company’s website www.redefineinternational.com does not form part of this document.

4. INFORMATION ON RISK FACTORS

The risk factors set out in Part 5 of this document are those material risk factors of which the Directors are aware. However, these should not be regarded as a complete and comprehensive statement of all potential risks and uncertainties relating to the Proposals. Additional risks and uncertainties that are not at present known to the Directors, or that the Directors currently deem immaterial, may also have a material and adverse effect on the Enlarged Group’s business, financial condition and prospects.

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5. NO PROFIT FORECAST

No statement in this document or incorporated by reference into this document is intended to constitute a profit forecast or profit estimate for any period, nor should any statement be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for any member of the Enlarged Group as appropriate.

6. FORWARD-LOOKING STATEMENTS

Certain statements contained in this document, including those in Part 5 (Risk Factors) of this document constitute “forward-looking statements”. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “plans”, “prepares”, “anticipates”, “expects”, “intends”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology. Shareholders should specifically consider the factors identified in this document, which could cause actual results to differ, before making any decision whether to vote in favour of the Resolutions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Enlarged Group, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Group’s present, and the Enlarged Group’s future, business strategies and the environment in which the Enlarged Group will operate in the future. Such risks, uncertainties and other factors include those set out more fully in Part 5 (Risk Factors) and include, among others: general economic and business conditions, industry trends, competition, changes in government regulation, economic downturn and the Enlarged Group’s ability to implement expansion plans. These forward-looking statements speak only as at the date of this document.

Except as required by the FCA, the UK Listing Rules, the UK Prospectus Rules, the UK Disclosure and Transparency Rules, the London Stock Exchange, the JSE Listings Requirements, applicable law or relevant regulation, the Enlarged Group expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this document to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. This statement does not seek to qualify the working capital statement given at paragraph 7 of Part 10 (Additional Information) of this document.

7. ROUNDING

Certain figures included in this document and in the information incorporated by reference into this document have been subject to rounding adjustments. Accordingly, discrepancies in tables between the totals and the sums of the relevant amounts are due to rounding.

8. TIME

All references in this document to time are to London time unless otherwise stated.

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PART 2

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event Expected time/date

Last day to trade on the SA share register to be entitled to receive this document 21 August 2015

Record date on the SA share register to be entitled to receive this document and the Form of Proxy 28 August 2015

Exchange of the Acquisition Agreements 5 September 2015

Announcement of the Proposals and posting of this document to Shareholders 7 September 2015

Despatch of this document and Forms of Proxy 7 September 2015

Last day to trade on the SA share register in order to be eligible to participate and vote at the Extraordinary General Meeting 11 September 2015

Record date for Shareholders on both the UK and SA share registers to be eligible to participate and vote at the Extraordinary General Meeting 18 September 2015

Latest time and date for receipt of Form of Proxy for SA Shareholders09:30 a.m. (London time) on

22 September 2015

Latest time and date for receipt of Form of Proxy for UK Shareholders09:30 a.m. (London time) on

23 September 2015

Extraordinary General Meeting09:30 a.m. (London time) on

25 September 2015

Announcement of the results of the Extraordinary General Meeting 25 September 2015

Expected date for completion of Tranche 1 of the Acquisition 2 October 2015

Expected date for completion of Tranche 2 of the Acquisition 1 March 2016

Notes:

1. Future dates are indicative only and are subject to change by the Company, in which event details of the new times and dates will be notified to the FCA and, where appropriate, to Shareholders.

2. As 24 September 2015 is a public holiday in South Africa, for administrative reasons, the latest time and date for receipt of the Form of Proxy for SA Shareholders is 09.30 a.m. (London time) on 22 September 2015.

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PART 3

CORPORATE DETAILS AND ADVISERS

Directors Gregory Clarke (Chairman, Non-executive Director)Michael Watters (Chief Executive Officer)Stephen Oakenfull (Deputy Chief Executive Officer)Donald Grant (Chief Financial Officer)Adrian Horsburgh (Property Director)Sue Ford (Non-executive Director)Bernard Nackan (Non-executive Director)Robert Orr (Non-executive Director)Gavin Tipper (Non-executive Director)Michael Farrow (Non-executive Director)Marc Wainer (Non-executive Director)

Company Secretary Lisa Hibberd

Registered office Merchants House24 North QuayDouglasIsle of Man IM1 4LETel: +44 (0)1624 689589

Principal place of business 2nd Floor30 Charles II StreetLondon SW1Y 4AETel: +44 (0)20 7811 0100

UK sponsor, financial adviser and joint UK broker Peel Hunt LLPMoor House120 London WallLondon EC2Y 5ET

Joint UK broker J.P. Morgan Limited (which conducts its UK investment banking business as J.P. Morgan Cazenove)25 Bank StreetLondon E14 5JP

JSE sponsor Java Capital Trustees and Sponsors Proprietary Limited6A Sandown Valley CrescentSandown, Sandton 2196JohannesburgSouth Africa

South African corporate adviser Java Capital Proprietary Limited6A Sandown Valley CrescentSandown, Sandton 2196JohannesburgSouth Africa

Isle of Man administrator IQE LimitedMerchants House24 North QuayDouglasIsle of Man IM1 4LE

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Isle of Man advocates to the Company Simcocks Advocates LimitedRidgeway HouseRidgeway StreetDouglasIsle of Man, IM99 1PY

Legal advisers to the Company as to English law Nabarro LLP125 London WallLondon EC2Y 5AL

Reporting Accountants KMPG1 Stokes PlaceSt. Stephen’s Green, Dublin 1 Ireland

Registrars for the Company in the UK Capita Registrars (Isle of Man) LimitedClinch’s HouseLord StreetIsle of Man IM99 1RZ

Valuers in respect of the Combined AUK Portfolio Savills Advisory Services Limited33 Margaret StreetLondon W1G 0JD

South African Transfer Secretaries Computershare Investor Services Proprietary LimitedGround Floor70 Marshall StreetJohannesburg 2001South Africa

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PART 4

LETTER FROM THE CHAIRMAN OF THE COMPANY

(Incorporated in the Isle of Man under the Companies Acts, 1931 – 2004 (as amended), of the Isle of Man with registered number 010534V)

Directors Registered Office

Gregory Clarke (Chairman, Non-executive Director) Merchants HouseMichael Watters (Chief Executive Officer) 24 North QuayStephen Oakenfull (Deputy Chief Executive Officer) DouglasDonald Grant (Chief Financial Officer) Isle of Man IM1 4LEAdrian Horsburgh (Property Director)Sue Ford (Non-executive Director)Bernard Nackan (Non-executive Director)Robert Orr (Non-executive Director)Gavin Tipper (Non-executive Director)Michael Farrow (Non-executive Director)Marc Wainer (Non-executive Director)

7 September 2015

Proposed acquisition of the AUK Portfolio Approval of the Related Party Transactions and the Disposal

and Notice of Extraordinary General Meeting

1. INTRODUCTION

On 7 September 2015, the Company announced it had reached a conditional agreement with the Seller to acquire the AUK Portfolio through its wholly-owned subsidiary, Redefine AUK, for an aggregate consideration of £437.2 million (£455.7 million after costs). The Company also announced that it had exchanged contracts with the Seller on 4 September 2015 to acquire Banbury Cross Retail Park for a consideration of £52.5 million (£54.7 million including transaction costs).

The AUK Portfolio comprises 19 properties, six of which are single let, with the balance being multi-let. By gross income, 45.2 per cent of the portfolio is made up of retail properties (principally retail parks), 26.7 per cent offices and 28.1 per cent industrial, generating a passing rent of £23.5 million (increasing to £25.3 million after the expiry of rent free periods) and with an estimated rental value of £27.8 million. The portfolio is largely institutional quality stock with strong property fundamentals and scope for adding capital value through active asset management. A summary of the AUK Portfolio with individual values and key tenants is set out in paragraph 6 below and in more detail in Part 6 of this document.

The timing for completion of the AUK Portfolio will be split into two tranches:

(a) Tranche 1, which comprises nine properties and which is expected to complete on or around 2 October 2015 at a purchase price of £203.5 million (£212.1 million including costs); and

(b) Tranche 2, which comprises 10 properties and which is expected to complete on or around 1 March 2016 at a purchase price of £233.7 million (£243.6 million including costs).

In connection with Tranche 2, the Company has entered into a conditional agreement with Redefine Properties pursuant to which Redefine Properties has agreed to support the Company in financing the further consideration by way of the RPL Equity Commitment and the RPL Loan for which the Company has agreed to pay Redefine Properties

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a fee of £2.5 million. The RPL Loan, if drawn down and not repaid within three months of such drawdown, will result in a conversion of the loan into equity in Redefine AUK (being the Conversion), and consequently a disposal of 50 per cent of Redefine AUK to Redefine Properties (being the Disposal) resulting in the formation of the RPL JV. Further details of each of these arrangements are provided in paragraphs 4 and 5 below and in Part 9 of this document.

The Acquisition constitutes a Class 1 transaction for the purposes of the UK Listing Rules and therefore requires the approval of Shareholders.

In addition, as Redefine Properties is a substantial shareholder of the Company, each of the Related Party Transactions constitute a related party transaction for the purposes of Chapter 11 of the UK Listing Rules. Should the RPL Loan convert into a 50 per cent interest in Redefine AUK held by Redefine Properties, as explained in paragraph 5 below, then that conversion would constitute a Class 1 disposal for the purposes of Chapter 10 of the UK Listing Rules as well as a related party transaction for the purposes of Chapter 11 of the UK Listing Rules. As such, the Related Party Transactions and the Disposal are conditional on Independent Shareholders’ approval.

The Resolutions are inter-conditional and therefore all are required to be passed for the Proposals to proceed.

Accordingly, an Extraordinary General Meeting has been convened for 09:30 a.m. on 25 September 2015 at 2nd Floor, 30 Charles II Street, London, SW1Y 4AE. At the EGM, authority is being sought to proceed with the Acquisition and to approve the Related Party Transactions and the Disposal, in each case to support the Acquisition.

The purpose of this document is to set out the background to and the reasons for the Proposals and to explain why the Board believes the Proposals are in the best interests of Shareholders as a whole and why it unanimously supports the Proposals. The Company has appointed Peel Hunt to act as UK Sponsor in relation to the UK Listing Rules, in relation to the Proposals and, in particular, in relation to advising the Directors on the fair and reasonable opinion set out in the recommendation below.

2. BACKGROUND TO AND RATIONALE FOR THE ACQUISITION

The Company has previously highlighted its intention to improve the overall quality of its portfolio through the acquisition of assets which exhibit strong property fundamentals including, inter alia, being located in areas of robust economic activity and being of a size, configuration and specification that meet occupiers’ requirements.

The Company has assessed a wide range of opportunities following the capital raising in March 2015 and has maintained a disciplined approach in determining the value of various opportunities and therefore the price at which risk-adjusted returns are sufficiently attractive.

Following extensive due diligence, the Company’s wholly owned subsidiary, Redefine Banbury, exchanged contracts on 4 September 2015 to acquire Banbury Cross Retail Park for a consideration of £52.5 million (£54.7 million including transaction costs) to be paid out of existing cash resources. The acquisition of Banbury Cross Retail Park completed on 7 September 2015. The property is a purpose built open A1 retail warehouse park comprising 17 retail units totalling approximately 170,500 sq ft. The passing rent of £3.13 million will rise to £3.49 million once existing rent free periods come to an end.

In addition, the Acquisition SPVs have agreed to acquire the AUK Portfolio, which comprises 19 assets, subject to Shareholders approving the Resolutions. The AUK Portfolio and Banbury Cross Retail Park (together the Combined AUK Portfolio) forms the majority of the Aegon UK Property Fund, currently managed by Kames Capital.

The Board believes the acquisition of the AUK Portfolio provides the Company with an opportunity to acquire a large portfolio of institutional quality assets which provide enhanced income and capital growth opportunities to the Group. The acquisition of the AUK Portfolio also provides a number of strategic benefits in terms of scale, liquidity and access to alternative sources of funding. The strategic rationale is set out in more detail below:

Strategic rationale

• The AUK Portfolio provides exposure to a high quality diversified UK portfolio where the Company expects to capture rental growth as the UK economy continues to improve and supply of available space continues to reduce.

• The portfolio is predominantly focused on the retail and office sectors which fit well within the Group’s existing asset base and areas of expertise.

• The portfolio is geographically diversified throughout the UK with over 75.6 per cent by value located in the following key regions: London (37.1 per cent), the South East (23.0 per cent) and the ‘Big Six’ regional cities of Manchester, Leeds, Bristol, Birmingham, Edinburgh and Glasgow (15.5 per cent) providing exposure to areas with strong and improving economic fundamentals.

• The acquisition of the AUK Portfolio increases the Company’s exposure to the UK, meaning that, following the disposal of the Cromwell Securities, the Group’s portfolio is now focused on the UK (78.3 per cent) and Germany (21.7 per cent), two of the strongest economies in Europe.

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• The portfolio has an overall occupancy of 96.7 per cent (by area) providing asset management opportunities to reduce voids and associated carrying costs which will drive both higher income returns and capital values.

• The overall yield on the portfolio may be further enhanced through a number of asset management initiatives including recycling capital from certain lower yielding assets into higher yielding opportunities.

• The portfolio provides exposure to £98.1 million of well-located industrial and distribution assets; a sector in which the Company has limited exposure and which is currently experiencing strong demand and rental growth potential.

• The acquisition of the AUK Portfolio provides scale and critical mass to the Company’s portfolio, increasing the value of the property portfolio to approximately £1,468 million. The increased number of assets in predominantly well located areas provides opportunities to work with occupiers across the enlarged portfolio.

• The acquisition of the AUK Portfolio enhances the ability of the Company to recycle capital. The increased size of the Company’s overall portfolio will allow the sale of mature or underperforming assets without materially impacting on the Group’s short-term earnings expectations.

• The Company has previously announced its intention to diversify its sources of debt funding away from bilateral banking facilities to provide improved liquidity, lower cost funding and improved operational flexibility. The acquisition of the AUK Portfolio and the New Facility support the acceleration of this strategy through establishing a more flexible banking facility with a group of relationship banks well known to the Company. The New Facility is being used to part fund the Acquisition and includes a revolving credit facility of £148.0 million with the remaining term loan element providing sufficient flexibility for sales, acquisitions and early repayment.

3. SUMMARY OF THE TERMS OF THE ACQUISITION

On 5 September 2015, the Company and the Acquisition SPVs entered into the Acquisition Agreements with the Seller to acquire the AUK Portfolio. The transaction consideration is £437.2 million before costs (approximately £455.7 million including costs) with completion of the Acquisition being split into two tranches:

(a) Tranche 1 to be completed on or around 2 October 2015 at a value of £203.5 million (£212.1 million after costs); and

(b) Tranche 2 to be completed on or around 1 March 2016, at a value of £233.7 million (£243.6 million after costs).

The Acquisition will constitute a Class 1 transaction for the Company under Chapter 10 of the UK Listing Rules. In addition, the proposed arrangements with Redefine Properties regarding the RPL Loan, the RPL Equity Commitment, the RPL Fee and the potential RPL JV (each as more particularly described in paragraph 5 below and Part 9 of this document) constitute related party transactions pursuant to Chapter 11 of the UK Listing Rules. Further, the Disposal, resulting from the Conversion should it occur, would also constitute a Class 1 transaction for the Company under Chapter 10 of the UK Listing Rules as well as a related party transaction for the purposes of Chapter 11 of the UK Listing Rules.

The Acquisition Agreements are therefore conditional upon Shareholders passing the Acquisition Resolution and the Independent Shareholders passing the Related Party Resolution and the Disposal Resolution at the EGM. Each Resolution is inter-conditional on the other Resolutions and, therefore, if any Resolution was rejected, then the overall transaction would not proceed.

The Acquisition and the related Shareholder approvals exclude the acquisition of Banbury Cross Retail Park which, due to the size of that acquisition, is not subject to the approval of Shareholders. Furthermore, in respect of the Grosvenor Street property within the AUK Portfolio, the Company and the Seller have agreed to market this property for sale immediately following the Resolutions being passed, with such a sale, if it proceeds, being subject to an overage arrangement, further details of which are set out in the description of the Acquisition Agreements in Part 9 of this document.

4. FUNDING OF THE ACQUISITION

Following completion of the sale of the Cromwell Securities as announced on 1 September 2015, the Group has approximately £135.0 million of available cash resources.

The Cromwell Securities, being the Company’s remaining 9.95 per cent shareholding in the Cromwell Group, were sold at AUD$1.00/£0.465 per share giving gross proceeds of AUD$172.8 million/£80.4 million. After costs and repayment of the AUD$50.0 million facility secured against the Cromwell Securities, the disposal generated net proceeds of AUD$122.4 million/£56.9 million.

The Company (through its wholly-owned subsidiary, Redefine AUK) has also entered into a banking facility of £303.0 million with a syndicate of banks, being HSBC Bank plc, Barclays Bank PLC, Abbey National Treasury Services PLC and The Royal Bank of Scotland plc, conditional only on the Acquisition proceeding. The New Facility will comprise a £155.0 million five-year term loan and a £148.0 million revolving credit facility expiring in 2020 which will be secured against the Combined AUK Portfolio, but will have no recourse to the Group (other than the Redefine AUK Group). The Company intends to utilise approximately £270.0 million of the New Facility to fund the

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Acquisition, with the balance of the New Facility providing additional headroom and working capital flexibility to the Group and, subject to the terms of the loan, may be used to support future acquisitions. The New Facility has been structured in order to provide the Company with a more flexible funding structure and to accommodate alternative sources of debt funding in the future.

Funding of Tranche 1The gross acquisition cost of Tranche 1 is approximately £212.1 million and is to be funded with approximately £155.0 million of bank debt to be secured over the Tranche 1 Properties and Banbury Cross Retail Park, and £57.1 million of cash.

Funding of Tranche 2The gross acquisition cost of Tranche 2 is approximately £243.6 million and is to be funded with approximately £115.0 million of bank debt, £6.5 million of existing cash resources to ensure the Company has a minimum 50 per cent equity interest in the Combined AUK Portfolio should the Conversion occur and approximately £122.1 million from the net proceeds of a fundraising which may include asset sales and new equity and/or debt capital. Should sufficient new funds not be available, the Company would utilise the RPL Loan as described below.

Fundraising and RPL Equity CommitmentGiven the expected completion date for Tranche 2 of 1 March 2016, the Board considers raising funds significantly in advance of this date to be an inefficient use of Shareholders’ funds, which would result in temporary but significant dilution in earnings. The Board will consider raising the necessary funds closer to the timing for completion of Tranche 2 to support the funding of Tranche 2 subject to prevailing market conditions and ensuring any fundraise is in the best interests of Shareholders as a whole and having regard to the Company’s overall level of gearing.

Should market conditions permit, and should the Board proceed with an equity capital raise to fund all or part of the amount required to finance the completion of Tranche 2, Redefine Properties has irrevocably agreed to subscribe for up to £70.0 million in any equity capital raise undertaken by the Company to finance Tranche 2. Depending on the size and structure of any equity capital raise, further shareholder approvals may be required at that time. Redefine Properties’ participation in such an equity capital raise, pursuant to the RPL Equity Commitment, may also require further approval from Independent Shareholders. To the extent that such equity capital raise requires further shareholder approval, Redefine Properties has irrevocably agreed to vote in favour of all resolutions on which it is entitled to vote in respect of such approvals, save that it has irrevocably undertaken not to vote on any resolutions required to approve Redefine Properties’ participation in such equity capital raise.

RPL LoanIn addition, and in order to provide certainty of funds to complete Tranche 2, Redefine Properties has agreed to provide a loan (being the RPL Loan) of up to £135.0 million to the Company. The RPL Loan is conditional only upon the passing of the Resolutions.

Options available to the CompanyIf market conditions permit the Board to proceed with raising funds, including from asset sales and new equity and/or debt capital, the Company can choose not to draw the RPL Loan and instead utilise the proceeds from any such fundraise to finance the consideration payable for completion of Tranche 2.

However, if market conditions do not permit the Board to proceed with raising funds, the Company can choose to draw the RPL Loan to complete Tranche 2. The Company would then have three months from the date of drawdown in which to either:

• repay the proceeds from any subsequent fundraising, again should market conditions permit the Board to raise such funds after completion of Tranche 2; or

• failing that, elect to convert the loan (or otherwise allow the loan to convert automatically at the end of the three-month period) in either case leading to Redefine Properties taking a 50 per cent equity interest in the Acquisition SPVs and Redefine Banbury, through an allotment of new shares by Redefine AUK representing 50 per cent of the then enlarged issued share capital of Redefine AUK.

If the Conversion were to occur, the Disposal would occur and the RPL JV would be formed at that stage, as the Company and Redefine Properties would then each own 50 per cent of Redefine AUK, subject to the provisions of the RPL JV Agreement which would then apply. Redefine AUK would, at that stage, own Banbury Cross Retail Park and 100 per cent of the Tranche 1 Properties and Tranche 2 Properties by virtue of completion of the Acquisition Agreement. The RPL JV in respect of Redefine AUK would be a deadlock joint venture, with neither the Company nor Redefine Properties capable of forcing the other to sell its shareholding in Redefine AUK. Further details of the RPL JV Agreement are set out in Part 9 of this document.

The Company has agreed to pay Redefine Properties a fee of £2.5 million in consideration for supporting the Acquisition in this way by providing the RPL Loan and the RPL Equity commitment.

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Summary of funding for Tranche 2In summary there are three scenarios to the funding of completion of Tranche 2, as follows:

Scenario 1The Company raises sufficient funds prior to completion of Tranche 2, with the net proceeds utilised together with the New Facility, to finance completion of Tranche 2. In this scenario, the RPL Loan is never utilised and it would fall away. The Disposal does not happen and the Company will own 100 per cent of the Combined AUK Portfolio.

Scenario 2The RPL Loan is drawn down, together with the New Facility, to complete the acquisition of Tranche 2, but the RPL Loan is repaid within three months following completion of Tranche 2 from the proceeds of a subsequent fundraising. Again, the Disposal does not happen and the Company will own 100 per cent of the Combined AUK Portfolio.

Scenario 3The RPL Loan is drawn down, together with part of the New Facility, to complete the acquisition of Tranche 2 and the Company either elects to convert the loan within three months of the drawdown date (or allows the loan to convert automatically at the end of such three-month period) in either case into a 50 per cent equity interest in Redefine AUK, thus creating a 50/50 joint venture between the Company and Redefine Properties (the RPL JV) and resulting in the Disposal.

5. RELATED PARTY TRANSACTIONS AND DISPOSAL

By virtue of Redefine Properties’ 30.07 per cent shareholding in the Company, Redefine Properties is a related party due to it being a substantial shareholder of the Company under the UK Listing Rules. Each of the RPL Loan, the RPL Equity Commitment, the RPL Fee and the possible RPL JV (if the RPL Loan is drawn and converted into a 50 per cent equity interest in Redefine AUK by virtue of the Disposal) constitute a related party transaction under Chapter 11 of the UK Listing Rules.

In the 12-month period prior to the date of this document, the Company has also entered into three other related party transactions with Redefine Properties which are described in more detail in paragraph 6 of Part 10 of this document.

In the event of the Disposal, the valuation of Redefine Properties’ investment in Redefine AUK will be equivalent to 50 per cent of the Combined AUK Portfolio as set out in Part 6 of this document. Accordingly, the Disposal would be a Class 1 transaction under Chapter 10 of the UK Listing Rules as well as a related party transaction under Chapter 11 of the UK Listing Rules.

Consequently, the Related Party Transactions and the Disposal are conditional upon, and must be approved by, the Independent Shareholders before they can be completed. Accordingly, the approval of the Independent Shareholders will be sought at the EGM to be held on 25 September 2015. The Notice convening the EGM is set out at the end of this document. Redefine Properties will not vote on the Related Party Resolution or the Disposal Resolution and has undertaken to take all reasonable steps to ensure that its associates will not vote on the Related Party Resolution or the Disposal Resolution, to be proposed at the EGM.

The Board, having been so advised by Peel Hunt, consider that the terms of the Related Party Transactions and the Disposal described above and described in more detail in Part 9 of this document, to be fair and reasonable in so far as Shareholders as a whole are concerned. In providing financial advice to the Board, Peel Hunt has taken account of the Board’s commercial assessment of the Related Party Transactions and the Disposal. None of Bernard Nacken, Marc Wainer nor Michael Watters, each of whom are Directors and also directors of RPL, have taken part in the Board’s consideration of the Related Party Transactions or the Disposal.

6. INFORMATION ON THE AUK PORTFOLIO

The AUK Portfolio is a portfolio of 19 typically institutional quality assets with strong property fundamentals including the following key features:

• The portfolio is geographically diversified throughout the UK with over 75.6 per cent by value located in the following key regions: London (37.1 per cent), the South East (23.0 per cent) and the ‘Big 6’ regional cities of Manchester, Leeds, Bristol, Birmingham, Edinburgh and Glasgow (15.5 per cent) providing exposure to areas with strong and improving economic fundamentals.

• The portfolio is principally freehold or virtual freehold title with only 7 per cent of the portfolio subject to leasehold title with less than 150 years to expiry.

• The portfolio is focused on retail, office and industrial assets with 45.2 per cent of the portfolio by rental income made up of retail assets (principally retail parks), 26.7 per cent offices and 28.1 per cent industrial.

• Key tenants include B&Q P.L.C., Royal Mail, DSG Retail (Dixons Carphone) and Sytner Properties (part of the Sytner Group, the UK’s largest prestige motor dealer).

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• The portfolio provides a total rental income of £23.5 million (increasing to £25.3 million on expiry of contracted rents in rent free periods) and an estimated rental value of £27.8 million based upon reversions and the letting of vacant space.

• The average initial yield across the portfolio is 5.0 per cent rising to 5.4 per cent following the expiry of leases currently subject to rent free periods.

• The weighted average unexpired lease term is 7.6 years to the first break option and 9.7 years to expiry.• The portfolio has an overall occupancy of 96.7 per cent (by area) providing asset management opportunities to

reduce voids and associated carrying costs which will drive both higher income returns and capital values.Retail Parks

Property Value (£m) Area (sq ft)

WAULT tofirst break

option

Net rentalincome (£k p.a.)

Netinitialyield(%)* Key Tenants

Arches Watford £48.00 124,635 11.4 £3,045 6.0 B&Q and MothercarePriory Merton £39.00 76,392 10.1 £2,160 5.2 DSG, Mothercare and

Toys’R’usQueens Drive, Kilmarnock £24.40 113,551 7.7 £1,523 5.9 Next, DSG, B&Q

and CarpetrightSt David’s, Bangor £14.90 96,734 10.1 £1,041 6.6 Matalan, DW Sports and

B&M RetailMilton Link, Edinburgh £10.00 75,297 17.7 –** –** The Range

Total £136.30 486,609 10.1 £7,769 5.5

Note:** Milton Link, Edinburgh has a contracted rent of £754,780 p.a. but is currently subject to a rent free period.

Car Showroom and High Street Retail

Property Value (£m) Area (sq ft)

WAULT tofirst break

option

Net rentalincome (£k p.a.)

Netinitialyield(%)* Key Tenants

London Road HighWycombe (Car Showroom)

£24.90 64,720 9.6 £1,398 5.3 Sytner Properties Ltd

House of Fraser Hull £17.50 188,457 23.9 £1,142 6.2 House of Fraser LtdAlbion Street, Derby £3.50 55,103 3.2 £313 8.5 Disney, Monsoon,

Burger King andPep & Co

Total £45.90 308,280 14.6 £2,853 5.9

Offices

Property Value (£m) Area (sq ft)

WAULT tofirst break

option

Net rentalincome (£k p.a.)

Netinitialyield(%)* Key Tenants

Charing Cross Road £45.0 40,649 5.3 £1,666 3.5 Advent Europe3 Monkeys

CommunicationsSuperdrug and Starbucks

Grosvenor Street £31.00 15,709 0.1 £747 2.3 Vacant (occupationallease expires

October 2015but 12-month

guarantee from vendorat £1.3 million on

completion)

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Property Value (£m) Area (sq ft)

WAULT tofirst break

option

Net rentalincome (£k p.a.)

Netinitialyield(%)* Key Tenants

Deansgate, Manchester £25.80 79,375 5.1 £1,385 5.1 Royal LondonAIG and TD Waterhouse

City Point, Leeds £21.60 61,404 4.3 £629 2.8 HSBC PlcAshcourt Rowan Plc

JLL, Savills andGVA Grimley

Omnibus, Reigate £19.80 63,274 4.4 £883 4.2 UpdataInfrastructure and

1st Credit LtdLochside View, Edinburgh £11.00 61,164 3.4 £477 4.1 WSP, JDSU UK

Ltd, ScottishWater and Business

Stream LtdLakeview, Warrington £5.40 30,536 5.1 £488 8.5 Countryside

Properties

Total £159.60 352,111 4.3 £6,275 3.7

Industrial

Property Value (£m) Area (sq ft)

WAULT tofirst break

option

Net rentalincome (£k p.a.)

Netinitialyield(%)* Key Tenants

Camino, Crawley £42.00 384,697 3.6 £2,694 6.1Royal Mail and

Evans Cycles

Express Park, Bridgewater £41.50 508,905 5.5 £2,863 6.5

Exel Europe Ltd,Toolstation Ltd and

Refresco Gerber UK Ltd

Kingsthorne, Kettering £11.20 154,745 6.7 £741 6.3

Rexson Systems Ltd, CertasEnergy UK Ltd, Eclipse

4DM Ltd and DeliceDe France Ltd

Severalls, Colchester £3.40 54,995 5.1 £300 8.3 Polestar UK Print Ltd

Total £98.10 1,103,342 4.8 £6,598 6.4

Summary

Sectors Value (£m)% of portfolio

valueWAULT to first

break option

Net rental income

(£k p.a.)Net initialyield (%)*

Retail Parks £136.30 31 10.1 £7,769 5.5Offices £159.60 36 4.3 £6,275 3.7Industrial £98.10 22 4.8 £6,598 6.4Car Showroom/High Street £45.90 11 14.6 £2,853 5.9

Total £439.90 100 7.6 £23,495 5.0

Note:* Net yields include standard purchaser’s costs of 5.8 per cent.

Further details of the valuation of the AUK Portfolio, together with Banbury Cross Retail Park are set out in Part 6 of this document.

In the event of the Disposal, the valuation of Redefine Properties’ 50 per cent interest in Redefine AUK will be equal to 50 per cent. of the valuation of the Combined AUK Portfolio as set out in Part 6 of this document.

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7. CURRENT TRADING AND PROSPECTS

The GroupThe economic backdrop in both the UK and Germany remains supportive of further improvements in occupier demand and rental value growth. Productivity in the UK economy is showing positive trends and while inflation remains low, expectations of interest rates rises are likely to remain on hold for the remainder of 2015 (source: Capital Economics, UK Commercial Property Monthly, August 2015).

The investment market continues to be very active in both the UK and Germany. Competition for assets remains high with UK investment in the first half of 2015 up by over 40 per cent compared to the same period last year. London’s share of total investment activity has fallen back to approximately 42 per cent indicating confidence in the strength of the UK’s recovery with investment increasing outside of London. A total of €24.2 billion was invested in the equally competitive German commercial investment market in the first half of 2015, a 40 per cent year-on-year increase. Just over 49 per cent of this total was directed towards the ‘Big Seven’ key markets (Berlin, Dusseldorf, Frankfurt, Hamburg, Munich, Stuttgart and Cologne), where investor appetite is strong for core assets. (sources: Capital Economics, UK Commercial Property Monthly, August 2015 and Colliers International, Germany Market Report, Office and Investment Market, Mid-year 2015).

All UK Property initial yields continue to decline averaging 5.15 per cent in June 2015. Combined with a rise in rental values, capital values have continued to rise with an annualised rate of growth of 8.2 per cent in the second calendar quarter of 2015. Outside of Central London, yield compression remains the key driver of capital value growth although rental growth in the regional office markets appears to be gathering pace. In Germany, prime yields have seen some slight compression since January 2015, as market momentum continues unabated with downward pressure expected for the remainder of the year.

The Group’s UK Retail portfolio remains close to full occupancy with leasing and asset management focused on the discount and convenience sector, which continues to expand its footprint in the UK.

The Group’s Hotel portfolio, with a focus on the London limited service sector, continues to show growth in underlying RevPARs with PricewaterhouseCoopers forecasting RevPAR growth in London of 5.1 per cent in 2015 (source: PricewaterhouseCoopers UK Hotels Forecast 2015). Underlying trading within the Group’s portfolio remains positive.

The Group’s exposure to Germany is considered to be strategically placed to capitalise on the improving occupational market and the expected further yield compression. Occupancy remains high and the Group will continue to focus its equity on assets with strong property fundamentals.

The AUK PortfolioThe AUK Portfolio comprises mostly core assets with strong property fundamentals that are well positioned for future rental growth. The portfolio is also well diversified both geographically and across the key market sectors. The income stream is relatively granular, with no single property representing more than 13.0 per cent of the portfolio and the 15 largest tenants accounting for approximately 63.9 per cent of the total income, with key tenants including Royal Mail, B&Q and House of Fraser. The acquisition of the AUK Portfolio is anticipated to be beneficial to the wider portfolio already owned by the Group, making the portfolio more liquid and better placed to capture future rental growth.

8. MANAGEMENT OF THE COMBINED AUK PORTFOLIO

Kames Capital will continue to manage the Combined AUK Portfolio under a contract for a term of three years, pursuant to which they will earn a fee of 0.5 per cent per annum of the market value of the portfolio. Redefine AUK has an option to break the contract after 12 months subject to a six month notice period.

The retention of Kames Capital provides a highly experienced team which will complement the Company’s existing asset management team and assist in providing a smooth transition and additional resourcing given the proposed significant increase in size in the Group’s portfolio.

More details of this arrangement and the fee arrangements are set out in Part 9 of this document.

9. FINANCIAL EFFECTS OF THE PROPOSALS

A pro forma statement of the net assets of the Group and illustrations of the effect of the Proposals on the Group as at 28 February 2015 is set out in Part 7 (Unaudited Pro Forma Financial Information) of this document.

10. RISK FACTORS

Shareholders should consider fully and carefully the risk factors associated with the Proposals and the operations of the Group. Your attention is drawn to the risk factors set out in Part 5 of this document.

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11. GENERAL MEETING

The Acquisition constitutes a Class 1 transaction for the purposes of Chapter 10 of the UK Listing Rules. As such, the Acquisition requires the approval of Shareholders.

Each of the Related Party Transactions constitute a related party transaction for the purposes of Chapter 11 of the UK Listing Rules and the Disposal would constitute a Class 1 disposal for the purposes of Chapter 10 of the UK Listing Rules. As such, the Related Party Transactions and the Disposal are conditional on Independent Shareholders’ approval.

The notice convening the Extraordinary General Meeting to be held at 2nd Floor, 30 Charles II Street, London SW1Y 4AE on 25 September 2015 at 09:30 a.m. (London time), at which the Resolutions summarised below will be proposed, is set out in Part 12 of this document.

The Notice of EGM proposes the following Resolutions:

Resolution 1 – the Acquisition ResolutionResolution 1, which will be proposed as an ordinary resolution and which is conditional on the Related Party Resolution and the Disposal Resolution being passed, proposes that the Acquisition be approved and that the Directors be authorised to implement the Acquisition as they deem fit.

Resolution 2 – the Related Party ResolutionResolution 2, which will be proposed as an ordinary resolution and which is conditional on the Acquisition Resolution and the Disposal Resolution being passed, proposes that the Related Party Transactions, which each constitute a related party transaction under the UK Listing Rules and, in the case of the Conversion, a Class 1 disposal for the purposes of Chapter 10 of the UK Listing Rules, be approved and that the Directors be authorised to implement the Related Party Transactions as they deem fit. This resolution must be approved by Independent Shareholders.

Resolution 3 – the Disposal ResolutionResolution 3, which will be proposed as an ordinary resolution and which is conditional on the Acquisition Resolution and the Related Party Resolution being passed, proposes that the Disposal, which would constitute a Class 1 disposal for the purposes of Chapter 10 of the UK Listing Rules and a related party transaction for the purposes of Chapter 11 of the UK Listing Rules, be approved and that the Directors be authorised to implement the Disposal as they deem fit. This resolution must be approved by Independent Shareholders.

12. ACTION TO BE TAKEN

Enclosed with this document is a Form of Proxy for use at the Extraordinary General Meeting or any adjournment thereof by Shareholders on the UK share register and by Shareholders on the SA share register (as applicable).

Shareholders on the UK share register

CREST members who wish to appoint a proxy or proxies through the CREST electronic appointment service may do so by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed (a) service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

Whether or not you intend to be present in person at the Extraordinary General Meeting:

(a) if you hold your Ordinary Shares in certificated form on the UK share register, you are requested to complete and sign the Form of Proxy in accordance with the instructions printed on it and return it as soon as possible, but in any event, so as to be received by the Company’s Registrar, Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU; or

(b) if you hold your Ordinary Shares in uncertificated form on the UK share register, you are requested to transmit the relevant CREST message, which must be properly authenticated in accordance with Euroclear UK’s specifications and must contain the information required for such instruction as described in the CREST Manual, so as to be received by the issuer’s agent (ID RA10),

in each case, by no later than 09:30 a.m. (London time) on 23 September 2015, being 48 hours before the Extraordinary General Meeting time of 09:30 a.m. (London time) on 25 September 2015.

If the Form of Proxy is not returned or the relevant CREST message is not transmitted by 09:30 a.m. (London time) on 23 September 2015, your proxy vote will not count.

Shareholders wishing to vote online should visit www.capitashareportal.com and follow the instructions.

The lodging of a Form of Proxy (or the electronic appointment of a proxy) will not preclude you from attending and voting at the Extraordinary General Meeting in person if you so wish.

The Resolutions will be taken on a poll rather than on a show of hands. The Company believes a poll is more

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representative of the Shareholders’ voting intentions because Shareholder votes are counted according to the number of shares held and all votes tendered are taken into account. The results of the poll will be announced to the London Stock Exchange via a Regulatory Information Service and available on the Company’s website as soon as practicable following the conclusion of the Extraordinary General Meeting.

Shareholders on the SA share registerIf you hold your Ordinary Shares in uncertificated form on the SA share register and do not have “own name” registration you should not complete the Form of Proxy. In order to vote at or attend the Extraordinary General Meeting you should be in contact with your CSDP or broker. If you have not been contacted by your CSDP or broker, it is advisable for you to contact your CSDP or broker immediately and furnish your CSDP or broker with your voting instructions in the manner and by the cut-off time stipulated by your CSDP or broker in terms of the custody agreement between you and your CSDP or broker.

If your CSDP or broker does not obtain voting instructions from you, your CSDP or broker will be obliged to act in accordance with the instructions contained in the custody agreement between you and your CSDP or broker.

Should you wish to attend, speak and vote, or to send a proxy to represent you at the Extraordinary General Meeting, you must, in accordance with the custody agreement between you and your CSDP or broker, advise your CSDP or broker. Your CSDP or broker should then issue the necessary letter of representation to you for you or your proxy to attend, speak and vote at the Extraordinary General Meeting.

If you have not dematerialised your shares, or if you have “own name” registration Dematerialised Shares, you may attend the Extraordinary General Meeting in person.

Alternatively, you will find enclosed with this document a Form of Proxy which you are asked to complete in accordance with the instructions printed thereon and return as soon as possible, but in any event so as to be received by Computershare Investor Services Proprietary Limited, Ground Floor, 70 Marshall Street, Johannesburg, South Africa or posted to PO Box 61051, Marshalltown, 2107, Johannesburg, South Africa or faxed to fax number +27(11) 688 5238 or emailed to proxy@computershare.co.za at least 48 hours prior to the Extraordinary General Meeting. However, the Form of Proxy for the Extraordinary General Meeting cannot be handed to the Chairman of the Extraordinary General Meeting and will be invalid if it is received after the time mentioned above. The return of completed Form of Proxy will not prevent Shareholders from attending the Extraordinary General Meeting and voting in person if they so wish and if they are entitled to do so.

Shareholders on the SA share register who wish to be assisted in completing or forwarding their Forms of Proxy in accordance with the above instructions should contact Computershare Investor Services Proprietary Limited as soon as possible and those who wish to revoke or replace their Forms of Proxy should contact Computershare Investor Services Proprietary Limited on +27(11) 370 5000.

13. OVERSEAS SHAREHOLDERS

This document has been sent to all Shareholders on the register of members of the Company on the Record Date. This document does not constitute an offer to sell or the solicitation of an offer to purchase securities in the United States of America or any other jurisdiction in which it may be unlawful to do so.

14. FURTHER INFORMATION

Your attention is drawn to the further information set out in Parts 5 (Risk Factors), 6 (Property Valuation of the Combined AUK Portfolio), 7 (Unaudited Pro Forma Financial Information), 9 (Terms and Conditions of the Acquisition, the Related Party Transactions and the New Facility) and 10 (Additional Information) of this document. Shareholders are advised to read the whole of this document and not rely only on the summary information presented in this letter. In particular, Shareholders should read the risk factors set out in the section headed “Risk Factors” on pages 18 to 20 of this document.

15. IRREVOCABLE UNDERTAKINGS

Redefine Properties has irrevocably undertaken to vote in favour of the Acquisition Resolution at the EGM, representing approximately 30.07 per cent of all votes capable of being cast in respect of the Acquisition Resolution.

Those Directors who own Ordinary Shares have irrevocably undertaken to vote in favour of the Acquisition Resolution, representing approximately 0.58 per cent of all votes capable of being cast in respect of the Acquisition Resolution.

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Those Directors who own Ordinary Shares have irrevocably undertaken to vote in favour of the Related Party Resolution and the Disposal Resolution, representing 0.58 per cent of all votes capable of being cast in respect of each of such Resolutions.

16. RECOMMENDATION

AcquisitionThe Board, having been advised by Peel Hunt, consider the terms of the Acquisition to be in the best interests of the Company and Shareholders as a whole. In providing financial advice to the Board, Peel Hunt has taken account of the Directors’ commercial assessment of the Acquisition.

Accordingly, the Board consider that the passing of the Acquisition Resolution would be in the best interests of the Company and Shareholders as a whole and unanimously recommend that all Shareholders vote in favour of the Acquisition Resolution to be proposed at the Extraordinary General Meeting, as the Directors who own Ordinary Shares intend to do in respect of their own beneficial holdings comprising 8,591,459 Ordinary Shares in aggregate, representing approximately 0.58 per cent of the existing issued share capital of the Company as at 4 September 2015, being the latest practicable date prior to the publication of this document.

Related Party TransactionsThe Board, having been so advised by Peel Hunt, consider the terms of each of the Related Party Transactions to be fair and reasonable as far as Shareholders are concerned and in the best interests of the Company and Shareholders as a whole. In providing financial advice to the Board, Peel Hunt has taken account of the Board’s commercial assessment of the Related Party Transactions. None of Marc Wainer, Bernard Nackan or Michael Watters have taken part in the Board’s consideration of the Related Party Transactions. Redefine Properties (being the related party for the purpose of the UK Listing Rules) has irrevocably undertaken (a) that it will not vote on the Related Party Resolution and (b) to take all reasonable steps to ensure that each of its associates who are beneficially interested in Ordinary Shares will not vote on the Related Party Resolution, in each case to be proposed at the EGM.

Accordingly, the Board consider that the passing of the Related Party Resolution would be in the best interests of Shareholders as a whole and unanimously recommend that all Shareholders vote in favour of the Related Party Resolution to be proposed at the Extraordinary General Meeting, as those Directors who own Ordinary Shares intend to do in respect of their own beneficial holdings comprising 8,591,459 Ordinary Shares in aggregate, representing approximately 0.58 per cent of the existing issued share capital of the Company as at 4 September 2015, being the latest practicable date prior to the publication of this document.

DisposalThe Board, having been so advised by Peel Hunt, consider the terms of the Disposal to be fair and reasonable as far as Shareholders are concerned and in the best interests of the Company and Shareholders as a whole. In providing financial advice to the Board, Peel Hunt has taken account of the Directors’ commercial assessment of the Disposal. None of Marc Wainer, Bernard Nackan or Michael Watters have taken part in the Board’s consideration of the Disposal. Redefine Properties (being the related party for the purpose of the UK Listing Rules) has irrevocably undertaken (a) that it will not vote on the Disposal Resolution and (b) to take all reasonable steps to ensure that each of its associates who are beneficially interested in Ordinary Shares will not vote on the Disposal Resolution, in each case to be proposed at the EGM.

Accordingly, the Board consider that the passing of the Disposal Resolution would be in the best interests of the Company and Shareholders as a whole and unanimously recommend that all Shareholders vote in favour of the Disposal Resolution to be proposed at the Extraordinary General Meeting, as the Directors who own Ordinary Shares intend to do in respect of their own beneficial holdings comprising 8,591,459 Ordinary Shares in aggregate, representing approximately 0.58 per cent of the existing issued share capital of the Company as at 4 September 2015, being the latest practicable date prior to the publication of this document.

Yours faithfully,

Gregory ClarkeChairman

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PART 5

RISK FACTORS

Prior to making any decision to vote in favour of the Resolutions at the Extraordinary General Meeting, Shareholders should carefully consider, together with all other information included or incorporated by reference into this document, the risks and uncertainties described below.

The risks and uncertainties described below represent those known to the Directors as at the date of this document which the Directors consider to be material risks relating to the Proposals, as well as material risks to the Group which result from, or will be impacted by, the Proposals.

The occurrence of one or more risks may have an adverse effect on the business, financial position, results of operations or prospects of the Group. In such case, the market price of the Ordinary Shares could decline and you may lose all or part of your investment.

The risks and uncertainties described below should not be regarded as a complete and comprehensive statement of all potential risks and uncertainties. Additional risks and uncertainties that are not presently known to the Directors, or which they deem immaterial, or which the Directors consider to be material but which are not related to or will not result from or be impacted by the Proposals, may also have an adverse effect on the Group’s business, financial position, results of operations or prospects.Shareholders should read this document as a whole and not rely solely on the information set out in this section.

1. RISK FACTORS RELATING TO THE ACQUISITION

Failure to complete the AcquisitionThe Acquisition is conditional upon the approval of Shareholders, which is to be sought at the Extraordinary General Meeting. Failure to complete the Acquisition may materially adversely affect the trading price of the Ordinary Shares.

If the Acquisition does not complete, the Company would nonetheless incur expenses, including advisory fees, in connection with the Acquisition.

Adverse change in the valuation of the AUK Portfolio or deterioration in economic conditions in the UK

Subject to Shareholder approval, the Company has committed to purchase the AUK Portfolio. Whilst Tranche 1 is expected to complete on or around 2 October 2015, Tranche 2 is not expected to complete until on or around 1 March 2016. If Shareholder approval is obtained and economic conditions in the UK deteriorate, or the valuation of the AUK Portfolio declines, during the period from the date of the EGM to the relevant completion date of Tranche 1 or Tranche 2, the Company is unable to rescind the Acquisition Agreement and would be compelled to complete the acquisition of the Tranche 1 Properties and the Tranche 2 Properties.

Shareholders may experience dilution in their ownership of the Company

If the Company funds the consideration of the Tranche 2 Properties by way of an equity fundraising, or by drawing down the RPL Loan it subsequently repays that loan by way of an equity fundraise, the effect of the Acquisition may lead to a reduction of existing Shareholder’s proportionate ownership and voting interests in the Company. In such circumstances, Shareholders may own a smaller percentage of the issued share capital of the Company than they currently own.

2. RISKS RELATING TO THE RPL LOAN BEING CONVERTED BY THE COMPANY AND THE DISPOSAL BECOMING EFFECTIVE

The Group may not have full control of the Combined AUK Portfolio

If the Company does not raise sufficient funds to fund the consideration of the Tranche 2 Properties due to prevailing market conditions, then the Company intends to implement the Conversion and the Disposal. This would result in the Company being in a 50:50 joint venture with Redefine Properties in respect of the Combined AUK Portfolio. Consequently, the Directors would not be able to exclusively direct the strategy and operating decisions of Redefine AUK in the same manner as it would with full control. In particular, material decisions relating to the Combined AUK Portfolio, such as a planned operational change, acquisition, disposal or development, or the refinancing or repayment of debt, would require the consent of Redefine Properties, which may restrict the Enlarged Group’s ability to proceed with such a decision. This lack of control may decrease the value of the assets held by Redefine AUK. Conflict with Redefine Properties may lead to deadlock and result in the Enlarged Group being unable to pursue its desired strategy or exit the

19

joint venture other than on disadvantageous terms. However, under the terms of the RPL JV Agreement, neither the Company nor Redefine Properties is capable of forcing the other to sell its shareholding in Redefine AUK in the event of a deadlock.

3. RISKS RELATING TO THE ENLARGED GROUP AND ITS BUSINESS

The Acquisition may increase the Enlarged Group’s gearing

If the Company funds part or all of the consideration of the Tranche 2 Properties by way of a debt capital fundraising, or by drawing down the RPL Loan it subsequently part repays that loan by way of a debt capital fundraising, the effect of the Acquisition may lead to an increase in the Enlarged Group’s level of gearing. Given the increased level of gearing in these circumstances, should the Enlarged Group suffer any adverse movements in the valuation of its property portfolio, the Company’s ability to invest in further property acquisitions may be restricted. This could have an adverse impact on the Enlarged Group’s ability to grow rental income and expand the property portfolio.

The Enlarged Group will have further indebtedness as a result of the Acquisition. Failure to comply with covenants governing indebtedness could result in an event of default which may have a material adverse effect in the longer term

The Company will fund the consideration of the Tranche 1 Properties by drawing down £155.0 million under the New Facility. In addition, Redefine AUK will drawdown approximately £115.0 million under the New Facility to part fund the consideration of the Tranche 2 Properties, both of which will increase the level of indebtedness of the Enlarged Group. Furthermore, if the Company chooses to raise any funds by way of a debt capital raising then the Enlarged Group’s level of gearing may increase.

The use of borrowings requires the Enlarged Group to service interest payments, make principal repayments and comply with other requirements of its facility agreements. A longer term and sustained decline in the market value and/or the rental value of properties owned by the Enlarged Group or tenant default may result in a breach of the loan-to-value ratios and/or interest cover ratios specified in the Enlarged Group’s banking arrangements, thereby causing an event of default. The Company expects to be able to maintain these financial ratios or be able to cure any potential breach in the short term by injecting further capital. If market conditions deteriorate significantly in the longer term, there is a risk that loan-to-value ratios and/or interest cover ratios could be breached. In such a case, in the absence of any waiver or agreement, assets may need to be disposed of at less than market value or the lenders could enforce their security and take possession of the underlying properties under the Enlarged Group’s banking arrangements. This may have a material adverse effect on the business, financial condition, results of operations and future prospects of the Enlarged Group and the price of the Ordinary Shares. Any cross-default provisions in the Enlarged Group’s facilities could magnify the effect of an individual default if such a provision were exercised by the relevant lenders. Generally, however, the terms of the Enlarged Group’s facilities (whose financial covenants vary from facility to facility) permit the borrower to remedy any breach by setting aside additional capital. In the event that there is any such breach or the Company or the Enlarged Group is required to cure a breach by injecting additional capital, it could have a material adverse effect on the business, financial condition, results of operations and future prospects of the Enlarged Group or the price of the Ordinary Shares. No assurances can be given as to the availability of such additional capital at the relevant time or, if available, whether it would be on acceptable terms.

The Company will increase its exposure to the UK as a result of the Acquisition. As such, any future property market recession or significant increase in interest rates in the UK in a short period of time could materially adversely affect the value of the Enlarged Group’s real estate assets.

The market value of the Enlarged Group’s real estate assets may be adversely affected by a number of the following factors:

• the overall economic conditions in the UK such as growth or contraction in gross domestic product, employment trends, consumer sentiment and the level of inflation and interest rates;

• local real estate conditions, such as the level of demand for and supply of commercial and residential space; and• external factors including major world events such as war or acts of nature such as floods.Significant reductions in the value of the Enlarged Group’s real estate assets could have a material adverse effect on the business prospects and results of operations of the Enlarged Group.

Property valuation is inherently subjective and uncertain

Valuations of property and property-related assets are inherently subjective due to the individual nature of each property. As a result, valuations are subject to uncertainty and, in determining market value, valuers are required to make certain assumptions and such assumptions may prove to be inaccurate. This is particularly so in periods of volatility or when there is limited real estate transactional data against which property valuations can be benchmarked. There can also be no assurance that these valuations will be reflected in the actual transaction prices, even where any such transactions occur shortly after the relevant valuation date, or that the estimated yield and annual rental income will prove to be attainable.

20

Investments in property are relatively illiquid

Investments in property are relatively illiquid and investors may be reluctant to purchase or sell property in the current market. Investor appetite for commercial real estate may be dampened by a disruption in global financial markets, a potential limited availability of financing, any resulting decrease in the value of the Enlarged Group’s property assets, including on account of decreased demand for commercial and/or government occupied office space, adverse change in retail economic conditions and/or decline in the hotel industry. The resulting lack of liquidity in commercial real estate may inhibit the Enlarged Group’s ability to strategically adjust the identity and mix of its property portfolio and make asset management decisions it would like.

The Enlarged Group may not be able to maintain or increase the rental rates for its properties, which may, in the longer term, have a material adverse impact on the value of the Enlarged Group’s properties, as well as the Enlarged Group’s turnover

The value of the AUK Portfolio, and its turnover will be dependent on the rental rates that can be achieved from the properties. The ability of the Enlarged Group to maintain or increase the rental rates for those properties generally may be adversely affected by general UK economic conditions. In addition, there may be other factors that depress rents or restrict the Enlarged Group’s ability to increase rental rates, including local factors relating to particular properties/locations (such as increased competition). Any failure to maintain or increase the rental rates for the Properties generally may have a material adverse effect on the Company’s profitability, the net asset value, the price of the Shares and the Enlarged Group’s ability to meet interest and capital repayments on any debt facilities.

21

PART 6

PROPERTY VALUATION OF THE COMBINED AUK PORTFOLIO

7 September 2015

The DirectorsRedefine International P.L.C.Merchants House24 North QuayDouglasIsle of ManIM1 4LE

Peel Hunt LLPMoor House120 London WallLondonEC2Y 5ET

Dear Sirs

REDEFINE INTERNATIONAL P.L.C. – COMBINED AUK PORTFOLIO VALUATION AT 19 AUGUST 2015

1. INSTRUCTIONS

In accordance with instructions received from Redefine International P.L.C. (“RI PLC”) and Peel Hunt LLP (“Peel Hunt”), dated 9 July 2015, we have undertaken a valuation of the properties described in Schedules A, B and C (the “Properties”) (together the “Portfolio’’). We understand that this Valuation Report is required for inclusion in an approved class 1 circular (the “Document”) to be prepared in accordance with the Listing Rules to be published by RI PLC in connection with its proposed acquisition of the Properties.

This Valuation Report has been prepared in accordance with the Royal Institution of Chartered Surveyors (the “RICS”) Valuation – Professional Standards January 2014 (the “RICS Red Book”) published in November 2013 and effective from January 2014 and revised in April 2015. The valuation is a Regulated Purpose Valuation as defined in the Red Book. This Valuation Report complies with the requirements of the UK Listing Authority and also paragraphs 128 to 130 of ESMA’s recommendations on the consistent implementation of the European Commission’s Regulation on Prospectuses No. 809/2004.

The Valuation Report will be relied upon by RI PLC and Peel Hunt.

2. DATE OF VALUATION

Our opinions of Market Value are as at 19 August 2015. We are not aware of any material changes in circumstances between the date of the valuation and the date of this valuation report that would affect the valuation and we are not aware, as a result of our role as External Valuer of the Properties, of any matter which is not disclosed in the Document or which has not been disclosed to RI PLC or Peel Hunt in writing and which is required to be brought to their attention.

3. TERMS OF REFERENCE

We understand the Portfolio comprises 20 properties held for investment purposes and located throughout the UK. 17 are held freehold/heritable, one is held freehold and part leasehold and three are long leasehold (over 50 years). The Properties are principally retail warehouse parks, offices or industrial/warehouses together with a high street retail parade, a department store and a car showroom. The majority comprise good quality institutional investment stock let, for the most part, on standard institutional full repairing and insuring lease terms.

All the properties are identified and described briefly on the attached schedule.

22

4. SOURCES OF INFORMATION

In undertaking our valuations we have been provided with, and have relied upon, information supplied to us by RI PLC and their advisors and held within an online dataroom operated by Messrs Pinsent Masons. We have assumed that this information is full and correct. It follows that if it is found to contain errors then our opinions of value may change.

Legal Documentation: We have relied on title documentation and leases relevant to this instruction contained in the above dataroom, together with a tenancy schedule provided by your legal advisors, Messrs Pinsent Masons, which, we understand, was certified by the vendor’s solicitors, Messrs Trowers Hamlins. We understand that all the Properties have good and marketable title which is free from any onerous or restrictive conditions. We have not undertaken credit enquiries into the financial status of the tenants and have assumed that they are capable of meeting all of their obligations under the terms of their leases.

Inspections: We have carried out full inspections of each of the Properties during July 2015. As agreed, except where you have advised us to the contrary, we have assumed that there have been no material changes to any of the properties or their surroundings that could have a material effect on the value of the vendors interest since our inspections.

Floor Areas: The dataroom contains floor areas for a number of the Properties provided, and certified, by Plowman Craven, which we understand were calculated in accordance with the current RICS Code of Measuring Practice (6th Edition) and upon which we have relied. The remaining properties have been measured by us in accordance with the above Code.

Building Surveys: We have been provided with, and have relied upon, building surveys on each of the Properties produced by Trident Building Consultancy or Paragon Building & Project Consultants and contained within the dataroom.

Energy Performance Certificates: EPC ratings have been assessed for each property by Arcadis AYH PLC and the relevant certificates are contained in the dataroom and upon which we have relied.

Environmental Surveys: We have been provided with, and have relied upon, Phase 1 Environmental Assessment and Surface Water Sampling surveys produced by Delta Simons and contained within the dataroom. A number of environmental surveys are included in the Building Surveys produced by Paragon Building and Project Consultancy.

Planning: We have relied on information on relevant planning consents held in the dataroom. In situations where there is no record, we have assumed all construction was carried out in accordance with a valid planning permission and there are no outstanding planning issues relating to any of the Properties.

5. STATUS OF VALUER

This valuation has been prepared by a number of surveyors under the supervision of John Rhodes MRICS. We confirm that they are all RICS Registered Valuers and have the knowledge, skills and understanding to undertake this valuation competently and we are acting in the capacity of External Valuer.

We are required by the Red Book (UKPS5.4) to disclose the following:

• Savills (UK) Limited provides property management services for all of the Properties together with some lease advisory and other professional and agency services on behalf of the vendor. Savills (UK) Limited also provides ongoing regular valuation services to RI PLC for annual accounts and debt funding purposes.

• In the financial year ending 31 December 2014, the total fees earned from RI PLC and connected parties, including for this instruction, were less than 5 per cent of Savills Advisory Services Limited turnover.

We do not consider any of the above constitutes a conflict of interest or in any way conflicts with our responsibility to provide an independent and objective opinion of value.

6. VALUATION

6.1 Basis of Valuation

Our valuations have been prepared on the basis of Market Value in accordance with the latest edition of the RICS Valuation – Professional Standards (“RICS Red Book”), and which is defined in VS 3.2 of the RICS Red Book as follows:

“The estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s length transaction after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion.”

23

Our valuations have been arrived at predominantly by reference to market evidence for comparable property.

We have made no allowance for any Capital Gains Tax or other taxation liability that might arise upon a sale of a Property, nor have we allowed for any adjustment to any of the Properties’ income streams to take into account any tax liabilities that may arise. We have excluded from our valuations any additional value attributable to goodwill, or to fixtures and fittings which are only of value in situ to the present occupiers. Our valuations are exclusive of VAT (if applicable).

No allowance has been made for rights, obligations or liabilities arising in relation to fixed plant and machinery and it has been assumed that all fixed plant and machinery and the installation thereof complied with the relevant EEC legislation.

6.2 Market Value

We are of the opinion that the aggregate Market Value of the Properties in the Portfolio, as at 19 August 2015, is:

Properties held for investment:

AUK Portfolio Banbury CrossCombined AUK

Portfolio

Freehold/Heritable £318,500,000 £50,000,000 £368,500,000Freehold/part long leasehold £39,000,000 – £39,000,000Long leasehold (over 50 years) £82,400,000 – £82,400,000

Total £439,900,000 £50,000,000 £489,900,000

The total valuation figure reported is the aggregate total of the individual Properties and not necessarily a figure that could be achieved if the Portfolio were to be sold as a single holding. Each valuation reflects the costs of acquisition but not realisation.

The largest property by value in the AUK Portfolio is Arches Retail Park, Watford, which represents 10.9 per cent of the total of that portfolio. The largest property by value in the Combined AUK Portfolio is Branbury Cross Retail Park, which represents 10.2 per cent of the total.

7. CONFIDENTIALITY

The contents of this Report and Valuation may be used for the specific purpose to which they refer.

Neither the whole nor any part of this Report or any reference to it may be included now, or at any time in the future, in any published document, circular or statement, nor published, referred to or used in any way without our written approval of the form and context in which it may appear.

For the purpose of Prospectus Rule 5.5.3R(2)(f ), we accept responsibility for the information within this Report and Valuation and declare that we have taken all reasonable care to ensure that the information contained in the Report and Valuation is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the Document in compliance with Annexure 1 item 1.2 of the Prospectus Directive Regulation.

Yours faithfully

John Rhodes MRICS Mark White MRICSRICS Registered Valuer RICS Registered Valuer

For an on behalf of Savills Advisory Services Limited

24

SCHEDULE A: FREEHOLD/HERITABLE PROPERTY IN THE UK HELD FOR INVESTMENT

Address Description Approx Age Tenancies

Market Valueas at

19 August 2015

Banbury CrossRetail ParkLockheed CloseBanburyOX16 1LX

The property comprises a purpose built open A1 retail warehouse park of 17 units totalling circa 169,000 sq ft (15,701 sqm) arranged as three terraces around a large central car park. The units are largely of steel portal frame construction.In addition, there are two restaurant pod units within the car park, at least one of which appears to be of more modern construction.

Majority constructed in the mid-1980s with some additions in 2008 and 2010.

The property is fully let on 20 leases with an average weighted unexpired term of 5.54 years. The current contractual rent is £3,660,174 per annum, although there are a number of tenants benefiting from rent free periods. There are also several tenants negotiating lease renewals.

£50,000,000

St DavidsRetail ParkCaernarfon RoadBangorLL57 4TJ

The property comprises a purpose built retail warehouse parade arranged as three units. It is of steel portal frame construction and the accommodation totals 72,058 sq ft (6,694 sqm). Its planning classification is Open A1 (non-food).The DW Sports unit includes a swimming pool at ground floor level along with a full cover mezzanine.

2003 Unit A is occupied by B&M Retail Limited under a lease which was assigned from DSG Retail Limited. The term is 20 years from 29/09/2002 therefore having 7.16 years unexpired. The rent passing on this 15,672 sq ft unit is £242,250 per annum reflecting £15.46 per sq ft. The next rent review is 29/09/2017.Units B&C are combined and both occupied by Dave Whelan Sports Limited under a lease which was assigned from JJB Sports Plc. The term is 20 years from 29/09/2002, therefore having 7.16 years unexpired. The rent passing on this 20,735 sq ft unit is £305,000 per annum reflecting £14.71 per sq ft. The next rent review is 29/09/2017.Unit D is let to Matalan Retail Limited under a 15 year lease from 13/02/2014, therefore having 13.54 years unexpired. The rent passing is £493,798 per annum reflecting £13.85 per sq ft based on a floor area of 35,651 sq ft. The next rent review is 13/02/2019 and this is capped at £558,667 per annum.The total current income amounts to £1,041,048 per annum.

£14,900,000

Units 1, 2/2a, 3a, 3b and 5 Express ParkBristol RoadBridgwaterTA6 4RN

The property comprises a five unit industrial estate totalling 508,905 sq ft (47,278 sqm). The units are of steel portal frame construction. Each unit is a distribution warehouse and benefits from dedicated loading and yard facilities.

Phased construction between 2002 and 2006

The property is let to three tenants on five leases with an average weighted unexpired term of 5.54 years (to earliest determination). The rent passing is £2,863,214 per annum; there are outstanding reviews in respect of Units 1, 3b and 5.

£41,500,000

Camino ParkJames Watt Way Crawley RH10 9TZ

The property comprises a five unit industrial estate totalling 384,697 sq ft (35,739 sqm). Each unit is a distribution warehouse and benefits from dedicated loading and yard facilities.

Phased construction between 1990 and 2000.

The property is let to four tenants on six leases for a money weighted unexpired term of 3.90 years. The current rent is £2,674,225 per annum and there is a rent review outstanding on Unit 1.

£42,000,000

7 – 14 Albion StreetDerbyDE1 2PR

The property comprises a secondary retail block located within Derby City Centre. It extends to 50,103 sq ft (4,655 sqm), with extensive upper floors and some basement areas. There is a shared service area to the rear of the property.

Early 1990s The property is let to nine tenants on eight leases and an agreement for lease whilst tenant’s works are being undertaken. The average money weighted unexpired term certain is 3.62 years. The gross passing rent is £433,400 per annum with a net rental income, allowing for irrecoverable expenses, of £312,893 per annum.

£3,500,000

25

Address Description Approx Age Tenancies

Market Valueas at

19 August 2015

7 Lochside View Edinburgh Park EdinburghEH12 9DH

This property comprises a high quality office building constructed in 2002. It is arranged over basement (car park), ground and two upper floors extending to an area of 60,567 sq ft (5,627 sqm).

2002 The property is let to four tenants on four leases and includes two vacant suites which account for approximately 18% of the total floor area. Ground Floor South is let to WSP UK Ltd for a term of 10 years subject to a tenant break option on 07/01/18. The current rent is £60,823 per annum (half rent) which will rise to £121,646 per annum on 07/01/16. The next rent review is 07/01/18. First Floor is let to Scottish Water Business Stream Ltd for a term of 14 years expiring 29/09/23 subject to a tenant break option on 30/09/19. The current rent is £294,861 per annum. The next rent review is 30/09/19.Second Floor South is let to JDSU UK Ltd for a term of 10 years expiring 25/06/20 subject to a tenant break option on 25/06/18. The current rent is £213,945 per annum with a rent free period until 23/12/15. There are no rent reviews.Second Floor North is let to Scottish Water Business Stream Ltd for a term of 10 years expiring 29/09/23 subject to a tenant break option on 30/09/19. The current rent is £114,142.50 per annum. The next rent review is 30/09/19.In addition, short-term car parking licences are in place. The aggregate rent is £752,095 per annum upon the expiry of rent free periods and concessionary rents.

£11,000,000

The Range 25 Milton Link EdinburghEH15 3QH

The property comprises a retail warehouse unit extending to 96,734 sq ft (8,987 sqm) including a garden centre. The unit has Class 1 (Non-Food) planning consent.

1985 Let to CDS (Superstores International) Ltd t/a The Range for a term of 20 years expiring 30/05/33 at a rent of £754,780 per annum. There is a rent free period expiring 31/05/16. The next rent review is on 31/05/18 and is calculated on the basis of the greater of Market Rent or 1% per annum compounded. The lease is subject to a Schedule of Condition.

£10,000,000

Sytner 575 – 624London RoadHigh WycombeHP11 1EZ

The property comprises a purpose-built vehicle dealership facility, including separate BMW and MINI dealership buildings of steel portal-framed construction, which together extend to 64,720 sq ft (6,013 sqm) on an irregular-shaped site of 3.683 acres (1.49 hectares).

2004 Let to Sytner Properties Ltd (guaranteed by Sytner Group Ltd) for 35 years from 29/03/05. There is a tenant’s break option 28/03/25. The lease allows for five-yearly upwards-only rent reviews to Market Rent, with the 29/03/15 review to the greater of Market Rent or £1,397,741 per annum. We have assumed that the outstanding review will be settled at the latter.

£24,900,000

House of Fraser 1 Paragon SquareHullHU1 3JZ

The property comprises a purpose built department store constructed in 1952.It is arranged over lower ground to fourth floors, with the tenant trading from lower ground to second floor and the third and fourth floors providing ancillary accommodation. The building extends to 188,457 sq ft (17,509 sqm).

1952 Let to House of Fraser (Stores) Ltd for a term of 40 years from 30/07/99, expiring 29/07/39. The current rent is £1,142,315 per annum with five-yearly upwards only reviews to Market Rent.

£17,500,000

26

Address Description Approx Age Tenancies

Market Valueas at

19 August 2015

KingsthorneDistributionParkHenson WayKetteringNN16 8PX

The property comprises a five unit industrial estate totalling 154,745 sq ft (14,376 sqm). The units are of steel portal frame construction. Each unit is a distribution warehouse and benefits from dedicated loading and yard facilities. Unit 5 is a production facility for baked goods.

1993 The property is let to five tenants on five leases with an average money weighted unexpired term of 6.67 years (to earliest determination). The passing rent is £740,986 per annum.

£11,200,000

Queens Drive Retail ParkQueens Drive KilmarnockKA1 3XB

The property comprises an Open Class 1 (non-food) retail park currently configured to provide seven units which in total extend to 98,551 sq ft (9,156 sqm). The Park is anchored by a 39,368 sqft (3,658 sqm) B&Q store, with the remaining units each being c. 10,000 sq ft (929 sqm). An additional unit of 15,000 sq ft (1,394 sqm), pre-let to Smyths Toys UK Limited is under construction. Practical completion is due on 28/09/15.

1997 The property is let under seven occupational leases and one agreement for lease, as follows: Unit 1 is let to Next Group Plc for a term expiring 21/09/21. The passing rent is £173,000 per annum. The next rent review is 21/11/16. Unit 2 is let to DSG Retail Limited for a term expiring 28/08/22. The passing rent is £173,500. The next rent review is 27/10/17. Unit 3 is let to Carpetright PLC for a term expiring 28/08/22. The passing rent is £173,500 per annum. The next rent review is 05/08/17. Unit 4 is let to Harry Corry Limited for a term expiring 27/08/22. The passing rent is £175,000 per annum. Unit 5 is let to A Share & Sons Ltd for a term expiring 02/08/26. The passing rent is £185,000 per annum. The next rent review is 03/08/16. Unit 6 is let to Opus Homewares Limited for a term expiring 28/08/26. The passing rent is £165,000 per annum. The next rent review is 15/09/18. There is a landlord’s break option at any time after 10/04/09 on not less than three months’ notice.Unit 7 is let to B&Q Plc for a term expiring 29/08/22. The passing rent is £478,056 per annum. The next rent review is 06/08/17. Unit 8 is currently under construction and has been pre-let to Smyths Toys UK Limited for a term of 15 years with tenant break on the 10th anniversary of the date of entry. The rent will be calculated on the gross internal area multiplied by £15.50 per sq ft, capped at £232,500 per annum with 12 months rent free. The tenant is expected to take occupation on 28/09/15. Whilst it is anticipated the unit will extend to 15,000 sq ft the minimum GIA stated in the agreement for lease is 14,700 sq ft.The aggregate current passing rent is £1,523,056 per annum. This will increase to £1,755,556 per annum on 31/10/16 upon commencement of Smyths toys UK Limited’s rent

£24,400,000

City PointKing StreetLeedsLS1 2HL

The property comprises a purpose built Grade A office building of steel frame construction. It is arranged over 7 floors (plus basement including car parking) and totals 61,404 sq ft (5,704 sqm) of accommodation. An A1/A3 unit forms part of the ground floor.

2006 Multi-let to seven tenants on nine leases at a contractual rent of £1,320,776 per annum. The whole of the second floor and eight car parking spaces within the basement are currently vacant. There is also a lease relating to an electricity substation.

£21,600,000

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Address Description Approx Age Tenancies

Market Valueas at

19 August 2015

127/133 Charing Cross Road LondonWC2H 0LA

The property comprises a mixed use building with two retail units at ground floor (front) a nightclub at ground floor (rear) and basement (rear); there are offices arranged over first to third floors. It extends to 40,000 sq ft (3,716 sqm) and is of concrete frame construction variously with brick or glazed elevations.

1970s The property is multi-let to five different tenants on six leases with an average weighted unexpired term of 6.21 years (to earliest determination). The passing rent is £1,631,578 per annum. There is an outstanding rent review on Retail Unit 2 (Superdrug Stores PLC). Part of the first floor office accommodation and the ground floor leisure accommodation are sub-let.

£45,000,000

201 DeansgateManchesterM3 3NW

The property comprises a purpose built detached office property of a predominantly six storey framed construction, having facing elevations of brickwork and stonework cladding beneath a flat roof. In total the accommodation extends to 79,375 sq ft (7,374 sqm) and is arranged as a retail unit to the ground floor and a self-contained office suite to each of the 5 upper floors. There are a total of 92 on site car parking spaces across ground floor and basement levels.

1995 Subject to six leases to five tenants, currently with a basement storage unit under offer. The contractual rent is £1,618,504 per annum with a weighted unexpired term of 5.21 years. One of the office floors, 13 car parking spaces and part of the basement store is currently vacant.

£25,800,000

Omnibus Building Lesbourne RoadReigateRH2 7LD

The property comprises a modern office building arranged over ground, first and second floors with associated multi-storey car park and forecourt areas. It is predominantly of steel framed construction. The south, east and west elevations are formed in aluminium glazed curtain walling; the north part of the building comprises a retained Grade II listed façade incorporating exposed timber beams with traditional clay tile covered pitched roof over. The building extends to 63,274 sq ft (5,878 sqm) and there is car parking for 230 vehicles.

2001 The property is multi-let to two tenants on five separate leases with an average money weighted unexpired term of 4.49 years (to earliest determination). Approximately 43% of building, by floor area, is vacant. The passing rent is £882,994 per annum.

£19,800,000

Lakeview Lakeside DriveCentre ParkWarringtonCheshireWA1 1RW

The property comprises a purpose built detached office providing three floors of accommodation and extending to 30,536 sq ft (2,837 sqm). It is of a steel frame construction having facing elevations of brickwork beneath a predominantly sheet steel clad roof. There are 98 on site car parking spaces.

1990s Let to Countryside Properties (UK) Ltd for a term expiring 30/09/24 at a passing rent of £488,000 per annum, subject to five-yearly upwards only reviews. The tenant benefits from a break option on 30/09/20. Part of the accommodation is sub-let to two tenants.

£5,400,000

Sub-total £368,500,000

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SCHEDULE B: FREEHOLD/PART LONG LEASEHOLD PROPERTY IN THE UK HELD FOR INVESTMENT

Address Description Approx Age Tenancies

Market Valueas at

19 August 2015

Priory Retail ParkChristchurch RoadMertonLondon SW19 2NX

The property comprises a seven unit retail park, arranged as a terrace of four units and three solus units. It totals 76,392 sq ft (7,097 sqm).The planning permission is bulky goods with exceptions.

1999 The property is let to six tenants on seven leases for an average weighted unexpired term of 7.82 years. There are an additional two leases for advertising hoardings. The passing rent is £2,160,372 per annum and there are five rent reviews outstanding.Part of the yard located adjacent to Unit 1 is held on a long leasehold basis for a term of 999 years from 29 September 1987 at a peppercorn rent (without review).

£39,000,000

Sub-total £39,500,000

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SECTION C: LONG LEASEHOLD PROPERTY IN THE UK HELD FOR INVESTMENT

Address Description Approx Age Head Lease Tenancies

MarketValue as at

19 August 2015

Severalls Industrial EstateNewcomen Way Colchester CO4 9TG

The property comprises a single storey industrial facility, previously used as a printing factory, totalling 54,995 sq ft (5,109 sqm).

1988 The property is held on a long leasehold basis for a term of 1000 years from 6 March 1989 at a peppercorn rent (without review).

Let to Polestar UK Print Limited, with a guarantee from The Polestar Company Limited, for a term expiring 28/09/20. The passing rent is £300,000 per annum with the next rent review on 29/09/15. The tenant is currently not in occupation of the property.

£3,400,000

16 Grosvenor Street, London W1K 4QF

The property comprises a four storey office building totalling 16,072 sq ft (1,493.1 sqm)

1860s The property is held on a long leasehold basis for a term of 125 years from 17 November 1995 at current rent of £83,000, which is subject to annual rent reviews geared to 10% of the rents received from the occupational tenants.

Let to Quintain Services Limited for a term expiring 19/10/20, subject to a tenant only break option on 20/10/15 which has been exercised. The current gross rent is £830,000 per annum (net rent of £747,000 following the deduction of the headrent). The tenant is not in occupation of the property. In addition there is a sub-station at basement level which is let to The London Electricity Board for a term expiring on 17/03/35 at a peppercorn rent without review.

£31,000,000

The Arches Retail ParkLower High Street WatfordWD17 2SD

The property comprises a purpose built Open A1 retail warehouse park of six units totalling circa 124,635 sq ft (11,579 sqm). It is arranged as two terraces and benefits from extensive car parking.

Early 1990s The property is held on a ground lease for a term of 999 years from 07/01/93 from Watford Borough Council at a fixed peppercorn rent.

The property is let in its entirety to B&Q PLC on four coterminus leases expiring 31/01/27 providing an average money weighted unexpired term of 11.44 years. Two of the units are sublet to Kwik Fit and Mothercare.

There is an additional lease to a catering van in the car park.

The aggregate passing rent is £3,045,047 per annum.

£48,000,000

Sub-Total £82,400,000

Grand Total £489,900,000

Total excluding Banbury Cross Retail Park £439,900,000

Banbury Cross Retail Park £50,000,000

Grand Total £489,900,000

30

PART 7

UNAUDITED PRO FORMA FINANCIAL INFORMATION RELATING TO THE GROUP

Unaudited pro forma financial information

Set out below is the unaudited pro forma net asset statement (the “unaudited Pro Forma Financial Information”) of the Group as at 28 February 2015 which is based on the unaudited condensed consolidated interim financial statements for the six months to 28 February 2015 including the accounting policies adopted therein. The unaudited Pro Forma Financial Information has been prepared on the basis of the notes set out below to illustrate the effect of the equity raise completed in March 2015, disposing of the Cromwell Securities, entering into the New Facility, the acquisition of the Combined AUK Portfolio (being the acquisition of Banbury Cross Retail Park and the AUK Portfolio), drawing down the RPL Loan, the Conversion and the Disposal which reflects scenario 3 (as set out in paragraph 4 of Part 4 of this document). As further outlined in paragraph 4 of Part 4 of this document, two other scenarios may occur (being scenario 1 and scenario 2). The effects of scenario 1 and scenario 2 are explained in notes 7.1 and 7.2 to the unaudited Pro Forma Financial Information below.

The unaudited Pro Forma Financial Information has been prepared pursuant to paragraph 13.3.3R of the Listing Rules and it is shown for illustrative purposes only to indicate how the Adjustments might have affected the financial position of the Group as at 28 February 2015 if they had occurred on that date.

Due to its nature, the unaudited Pro Forma Financial Information addresses a hypothetical situation and does not represent the Group’s actual financial position or results after 28 February 2015.

In particular, the unaudited Pro Forma Financial Information does not address asset or derivative impairments after 28 February 2015.

Shareholders should read the whole of this document and should not rely solely on the unaudited Pro Forma Financial Information contained in this Part 7.

31

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33

Notes:

1. The net assets of the Group have been extracted without material adjustment from the consolidated statement of financial position contained in the published interim financial statements for the six months ended 28 February 2015.

2. On 27 February 2015, the Company announced the placing of 131,414,138 new ordinary shares in the Company at £0.54 per share. The gross proceeds were £70.9 million. The costs of the placing were £0.8 million resulting in net proceeds of £70.1 million. The costs, in line with accounting standards, have been offset against share premium. The proceeds were received on 6 March 2015. These proceeds will be used to part fund the acquisition of the Tranche 1 Properties as outlined in paragraph 4 of Part 4 of this document.

3. This adjustment reflects the disposal of the Group’s shareholding in the Cromwell Group as announced on 1 September 2015. The Group sold 172,833,576 shares at AUD$1.00/£0.465 per share giving gross proceeds of AUD$172.8/£80.4 million. The costs of disposal were AUD$0.4 million/£0.2 million resulting in net proceeds of AUD$172.4/£80.2. The assumed AUD$/£ exchange rate is 0.465. The carrying value of the Cromwell Securities at 28 February 2015 was £101.8 million resulting in a loss on sale of £19.6 million of which £2.1 million can be attributed to foreign exchange movements. On the sale of the Cromwell Securities, borrowings of AUD$50 million/£23.3 million were repayable. The increase in cash in the Group’s statement of net assets following these transactions was £56.9 million.

4. On 5 September 2015, as described in Part 9 of this document, the Group entered into a conditional £303 million debt facility agreement with a syndicate of banks secured against the Combined AUK Portfolio. £270.0 million of this facility will be drawn down to part fund the Acquisition. The costs of arranging the bank debt are £3.7 million which, in line with accounting standards, have been offset against the debt balance.

5. On 7 September 2015, the Group acquired Banbury Cross Retail Park for £52.5 million and, as described in Part 9 of this document, the Group entered into the Acquisition Agreements with the Seller to acquire the AUK Portfolio for £437.2 million before acquisition costs of £20.7 million and £510.5 million after costs. The purchase price of the Combined AUK Portfolio (which includes Banbury Cross Retail Park) is not materially different to the value of the property as set out in Valuation Report included in Part 6 of this document. Banbury Cross Retail Park will form part of the RPL JV in the event of conversion of the RPL Loan as set out in note 8 below.

6. On 5 September 2015, as described in Part 9 of this document, the Group entered into the £135 million RPL Loan. This adjustment reflects the impact of the drawdown of the RPL Loan of £122.1 million by the Company from Redefine Properties as described in Part 9 of this document. The expected costs arising are £2.5 million, which, in line with accounting standards, have been written off in the income statement. The net cash raised is £119.6 million.

7. The “Adjusted net assets post acquisition of the Combined AUK Portfolio” reflects net assets after the equity raise described in note 2 above, the drawdown of the RPL Loan, the disposal of the Cromwell Securities, the entering into of the New Facility and the acquisition of 100 per cent of the Combined AUK Portfolio and associated costs.However:7.1 under Scenario 1 (as set out in paragraph 4 of Part 4 of this document), the RPL Loan would not be drawn down and therefore the adjustments in

note 6 would not occur and the capital required to complete 100 per cent of the Acquisition of approximately £122.1 million would be raised from a combination of possible sources, including asset sales and new equity and/or debt capital. The effect these would have on the balance sheet will depend on the mix of fundraising used, but in short:7.1.1 disposals of assets would decrease investment properties and increase cash by the amount of any asset disposals (net of costs);7.1.2 an equity capital raise would increase cash and total equity by the amount of the equity raise (net of costs);7.1.3 a debt capital raise would increase long-term borrowings and cash by the amount of any debt capital raise (net of costs),

save that approximately £122.1 million of the cash raised pursuant to paragraphs 7.1.1, 7.1.2 and 7.1.3 will be used for the Acquisition;7.2 under Scenario 2 (as set out in paragraph 4 of Part 4 of this document), within three months following the completion of Tranche 2, the RPL Loan

is repaid from the proceeds of a fundraise as explained above and the adjustments set out in notes 7.1.1 to 7.1.3 (inclusive) would occur, save that borrowings would reduce by the amount of the fundraise (net of costs); and

7.3 under Scenario 3 (as set out in paragraph 4 of Part 4 of this document), the adjustment explained in Note 8 would occur.8. The adjustment reflects Scenario 3, as described in paragraph 4 in Part 4 of this document, whereby the RPL Loan of £122.1 million drawn down by

Redefine AUK from Redefine Properties converts into a 50 per cent interest in Redefine AUK held by Redefine Properties to form the RPL JV. As a result, in accordance with accounting standards, the following are eliminated:• theinvestmentpropertyacquiredaspartoftheCombinedAUKPortfolioof£489.7 million;• theRPLLoanof£122.1millionasthiswillnowrepresentRedefineProperties’equityintheRPLJVandisnolongeraliabilityoftheGroup;and• £266.3millionoftheNewFacility,asthisbecomesaliabilityoftheRPLJVandisnolongeraliabilityoftheGroup,and the Group’s share of the RPL JV is reflected in investments in joint ventures which increases by £111.7 million, reflecting 50 per cent of the net assets of the RPL JV (£223.5 million). Net assets of the RPL JV are calculated as the Combined AUK Portfolio (£489.7 million) less the drawn value of the New Facility net of costs of arranging the bank debt (£266.3 million).As highlighted in note 5 above, the costs associated with the Acquisition are £20.7 million. Under the terms of the RPL Loan, on conversion Redefine Properties will reimburse the Group for 50 per cent of the costs associated with the Acquisition being £10.4 million. This has been credited to the Group income statement.

9. The “Adjusted net assets post Conversion” therefore reflects net assets post the Acquisition as described in note 8 above and after the Conversion and the Disposal.

10. No adjustments have been made to reflect any trading or other transactions since 28 February 2015.

34

PART 8

ACCOUNTANTS’ REPORT ON THE PRO FORMA FINANCIAL INFORMATION

The DirectorsRedefine International P.L.C.Merchants House24 North QuayDouglasIsle of Man IM1 4LE

7 September 2015

Ladies and Gentlemen

Redefine International P.L.C. (the ‘Company’)

We report on the pro forma financial information (the ‘Pro forma financial information’) set out in Part 7 of the Class 1 circular dated 7 September 2015, which has been prepared on the basis described in the notes thereto, for illustrative purposes only, to provide information about how the equity raise completed in March 2015, the acquisition of the Combined AUK Portfolio (being the acquisition of Banbury Cross Retail Park and the AUK Portfolio), disposing of the Cromwell Securities, entering into the New Facility, drawing down the RPL Loan and the Conversion might have affected the financial information presented on the basis of the accounting policies adopted by the Company in preparing the financial statements for the year ended 31 August 2014. This report is required by paragraph 13.3.3R of the Listing Rules of the Financial Conduct Authority and is given for the purpose of complying with that paragraph and for no other purpose.

Responsibilities

It is the responsibility of the directors of the Company to prepare the Pro forma financial information in accordance with paragraph 13.3.3R of the Listing Rules of the Financial Conduct Authority.

It is our responsibility to form an opinion, as required by paragraph 7 of Annexure II of the Prospectus Directive Regulation, as to the proper compilation of the Pro forma financial information and to report that opinion to you.

In providing this opinion we are not updating or refreshing any reports or opinions previously made by us on any financial information used in the compilation of the Pro forma financial information, nor do we accept responsibility for such reports or opinions beyond that owed to those to whom those reports or opinions were addressed by us at the dates of their issue.

Save for any responsibility which we may have to those persons to whom this report is expressly addressed and which we may have to shareholders as a result of the inclusion of this report in the Class 1 circular, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with Listing Rule 13.4.1R(6), consenting to its inclusion in the Class 1 circular.

Basis of opinion

We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom and Ireland. The work that we performed for the purpose of making this report, which involved no independent examination of any of the underlying financial information, consisted primarily of comparing the unadjusted financial information with the source documents, considering the evidence supporting the adjustments and discussing the Pro forma financial information with the directors of the Company.

We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with reasonable assurance that the Pro forma financial information has been properly compiled on the basis stated and that such basis is consistent with the accounting policies of the Company.

35

Our work has not been carried out in accordance with auditing or other standards and practices generally accepted in the United States of America or other jurisdictions and accordingly should not be relied upon as if it had been carried out in accordance with those standards and practices.

Opinion

In our opinion:• thePro forma financial information has been properly compiled on the basis stated; and• suchbasisisconsistentwiththeaccountingpoliciesoftheCompany.

Yours faithfully

KPMGChartered AccountantsDublin, Ireland

36

PART 9

PRINCIPAL TERMS AND CONDITIONS OF THE ACQUISITION, THE RELATED PARTY TRANSACTIONS AND THE NEW FACILITY

The Acquisition

On 5 September 2015, the Company and each of the Acquisition SPVs entered into the Acquisition Agreements, the first in respect of those Properties in England and Wales made between (1) the Seller, (2) 16 Acquisition SPVs (relevant to the Properties located in England and Wales) and (3) the Company, and the second in respect of those Properties in Scotland entered into by CMS Cameron McKenna LLP on behalf of the Seller and Pinsent Masons LLP on behalf of (1) the Acquistion SPVs (relevant to the Properties located in Scotland) and (2) the Company. Pursuant to the Acquisition Agreements, the Acquisition SPVs have agreed to acquire the AUK Portfolio for an aggregate consideration of £437.2 million (before costs). The Acquisition Agreements are conditional upon the Company convening the EGM and upon Shareholders voting in favour of each of the Resolutions. If the Resolutions are passed, then the Acquisition Agreements will become unconditional. Shareholders should be aware that the Resolutions are inter-conditional and therefore if any one of the Resolutions is not passed, the Proposals will not proceed and the Acquisition Agreements will be rescinded.

Four of the properties to be acquired are held under long leases and, in respect of two of these (the properties at The Arches Retail Park, Watford and 16 Grosvenor Street, London) the consent of the landlord is required before those properties may be transferred. Accordingly, completion of the acquisition of those properties is also conditional upon obtaining the relevant consent. If the necessary consent is not obtained by the relevant completion date then completion of the relevant Tranche will take place, but the completion of the leasehold property will be postponed until the necessary consent has been obtained. If consent is not obtained by 19 February 2016 (this date can be postponed to 25 September 2016 by the relevant Acquisition SPV serving notice on the Seller by 31 December 2015 that it wishes the Seller to commence proceedings against the relevant landlord seeking a declaration that the landlord has unreasonably withheld or delayed giving its consent to the transfer) then the Acquisition Agreement will be terminated in respect of that property and the Seller will no longer be obliged to sell and the relevant Acquisition SPV will no longer be obliged to buy the relevant property.

Tranche 1 is expected to be completed on or around 2 October 2015 at a purchase price of £203.5 million (£212.1 million including costs), and Tranche 2 is expected to be completed on or around 1 March 2016 at a purchase price of £233.7 million (£243.6 million including costs).

The first completion (Tranche 1) will comprise the following nine properties, with apportioned values as follows:1. Express Park, Bridgwater, TA6 4RN £41,100,0002. Severalls Industrial Estate, Newcomen Way Colchester, Essex, CO4 9TG £3,400,0003. Lakeview, Lakeside Drive, Centre Park, Warrington, WA1 1RW £5,500,0004. Camino Park, James Wyatt Way, Gatwick Road, Crawley, RH10 9TZ £41,600,0005. 7 – 14 Albion Street, Derby, Derbyshire, DE2 £3,900,0006. House of Fraser, 1 Paragon Square, Hull, HU1 3JZ £17,100,0007. Queens Drive Retail Park, Queens Drive, Kilmarnock, KA1 3XB £26,100,0008. St Davids Retail Park, Bangor £15,400,0009. The Arches Retail Park, Lower High Street, Watford, WD17 2SD £49,400,000The second completion (Tranche 2) will comprise the following 10 properties:1. The Omnibus Building, Lesbourne Road, Reigate, Surrey, RH2 7LD £19,500,0002. The Range, 25 Milton Link, Milton Road, Edinburgh, EH15 3QH £11,200,0003. Synter, 575 – 624 London Road, High Wycombe, Bucks, HP11 1EZ £24,900,0004. Priory Retail Park, Christchurch Road, Colliers Wood, Merton, London, SW19 2NX £37,519,3755. 201 Deansgate, Manchester, M3 3NW £25,800,0006. Kingsthorne Distribution Park, Henson Way, Telford Industrial Estate, Kettering,

Northamptonshire, NN16 8PX £10,700,0007. City Point, 29 King Street, Leeds, LS1 2HL £21,600,0008. 16 Grosvenor Street, London, W1K 4Qf £29,000,0009. 127 – 133 Charing Cross Road, London, WC2H 0LA £42,600,00010. 7 Lochside View, Edinburgh £10,900,000

37

The Acquisition Agreements contain warranties, indemnities and covenants common for a transaction of this nature.

Under the Acquisition Agreements each of the 19 Acquisition SPVs will acquire one of the properties contained within the AUK Portfolio, on an individual asset basis.

The Seller has agreed to provide a rental guarantee to the relevant Acquisition SPV in respect of the asset located at 16 Grosvenor Street, London until the earlier of 12 months from completion of the property and the date on which the property is re-let under a lease that generates a rental income equal to (or in excess of ) £1.3 million. Under the terms of the rental guarantee, the Seller is to pay to the relevant Acquisition SPV an amount that would result in net receipts to the relevant Acquisition SPV (after deductions of any sums due to the superior landlord and reasonable running costs) of £1.3 million per annum (exclusive of VAT). If the property is re-let under a lease that generate a rental income that is less than £1.3 million then such rental income as is payable is to be off-set against the guaranteed amount. The Seller’s liability under the rent guarantee is capped at £1,580,000 plus VAT.

The Seller and the relevant Acquisition SPV have agreed that the property at 16 Grosvenor Street, London will be jointly marketed for sale immediately following exchange and the Resolutions being passed. If contracts for a sale of the property are exchanged within 18 months from the later of the date on which the Resolutions are passed and the date on which the superior landlord consents to the transfer of the property then the parties will share any net uplift in value (based on an acquisition price of £29,000,000 plus the relevant Acquisition SPV’s acquisition costs of 1.8% and, if applicable SDLT of 4% and the parties’ marketing costs) on a 50/50 basis. If the relevant Acquisition SPV does not accept an offer from a potential purchaser who is able to show either proof of funds or a track record of acquiring properties in London for a price in excess of £15 million then the rental guarantee referred to above will fall away.

The Company has agreed to provide a guarantee to the Seller in respect of the completion obligations of each relevant Acquisition SPV for Tranche 2 in the event any relevant Acquisition SPV fails to complete in respect of the relevant asset, conditional on the Resolutions being passed.

The RPL Equity Commitment

On 5 September 2015, the Company and Redefine Properties entered into an arrangement pursuant to which Redefine Properties has irrevocably undertaken to subscribe up to £70 million in any equity raise undertaken by the Company to either finance the completion of Tranche 2 or repay the RPL Loan. To the extent that such equity raise requires further shareholder approval, Redefine Properties has irrevocably agreed to vote in favour of all resolutions on which it is entitled to vote in connection therewith, save that Redefine Properties has irrevocably undertaken not to vote on any resolutions required to approve its participation in such capital raise.

The agreement terminates upon the earlier of (i) the completion of any equity raise that is used to fund Tranche 2 or repay the RPL Loan or (ii) the Conversion.

Redefine Properties’ commitment to subscribe for up to £70 million in any such equity raise is subject to a subscription price per Ordinary Share which is at a minimum discount of 5 per cent to the volume weighted average price of an Ordinary Share of the main market of the London Stock Exchange over the period of 30 days prior to the date of announcement of any such equity raise.

To the extent that any equity raise to finance Tranche 2 or repay the RPL Loan is oversubscribed, the Company has agreed that Redefine Properties shall be allocated such number of new Ordinary Shares as enables Redefine Properties to maintain its percentage shareholding in the Company as at the date immediately preceding the completion of such equity raise.

The RPL Loan

On 5 September 2015, the Company entered into a conditional loan facility for £135.0 million, made between (1) Redefine Properties, (2) Redefine Global (Pty) Limited and (3) Redefine AUK. Under the terms of the RPL Loan, the Company has the option at least three Business Days prior to completion of Tranche 2 of drawing down the full amount of £135.0 million from Redefine Properties, such funds being provided to the Company, in order to allow Redefine AUK to finance the relevant Acquisition SPVs to acquire the Tranche 2 Properties. In circumstances where the Company exercises its option to draw the RPL Loan, the Company has the right to repay the RPL Loan within three months from the date of drawdown. If equity, debt and/or property markets are conducive to the Company raising funds through asset sales and new equity and/or debt capital, then the Company would, in such circumstances, consider whether it was in the best interests of Shareholders as a whole to refinance the RPL Loan through such a fundraise.

Alternatively, the Company has the option to drawdown the RPL Loan in order to complete Tranche 2 and either (1) upon drawdown or (2) at any time within the three months following drawdown, elect to convert the loan into a 50 per cent equity interest in Redefine AUK held by Redefine Properties.

If the Company does not elect to convert the loan following drawdown, and the loan is not repaid through a subsequent fundraising by the Company within three months from the date of drawdown, then the RPL Loan automatically converts into a 50 per cent equity interest in Redefine AUK held by Redefine Properties.

38

In such circumstances where the RPL JV is formed as a result of the Conversion, the RPL JV Agreement (further details of which are provided below) would govern the parties’ relationship in respect of Redefine AUK.

The RPL Fee

In consideration for Redefine Properties providing the RPL Equity Commitment and the RPL Loan (see further details above), the Company has agreed to pay Redefine Properties a fee of £2.5 million.

RPL JV Agreement

On 5 September 2015, the Company entered into a joint venture agreement, made between (1) the Company (2) Redefine Properties and (3) Redefine AUK in connection with the possible RPL JV. The RPL JV Agreement is conditional upon the formation of the RPL JV, following the Conversion and such RPL Loan not having been refinanced by the Company on the basis described above.

Under the RPL JV Agreement, which governs the RPL JV (if such joint venture comes into existence), each of the Company and Redefine Properties (the “JV Shareholders”) agree to operate Redefine AUK in accordance with the terms of the RPL JV Agreement.

The overall management and supervision of Redefine AUK will be vested in the board of directors of Redefine AUK. The JV Shareholders will be entitled to appoint two directors each.

The RPL JV would represent a deadlock 50:50 joint venture company for the JV Shareholders. Certain specified reserved matters require the approval of the JV Shareholders. If the JV Shareholders are unable to reach a decision on any such reserved matter, the RPL JV will be deadlocked and the status quo will prevail. Under the terms of the RPL JV Agreement, neither of the JV Shareholders are capable of forcing the other to sell its shareholding in Redefine AUK and there are no provisions allowing either party to refer the matter to expert determination. Reserved matters include:(a) the issue of new share or loan capital in Redefine AUK or any Redefine AUK Group Company, except as expressly

required by the RPL JV Agreement;(b) the approval of any budget and any alteration which reflects a deviation of 10 per cent or more in any line item;(c) the sale of one or more properties held by a Redefine AUK Group Company (including by way of a sale of a Redefine

AUK Group Company);(d) the taking of any steps to wind up or dissolve Redefine AUK, Redefine Banbury or any of the Acquisition SPVs; and(e) the commencement of any new business not being ancillary to business of acquiring and holding the Combined

AUK Portfolio.

If Redefine UK or any other Redefine AUK Group Company requires funding to repair any damage incurred to any of the properties within the Combined AUK Portfolio, the JV Shareholders will be able to make preferred loans to Redefine AUK or the relevant Redefine AUK Group Company in proportion to their 50:50 shareholding. Such loans will bear an annual interest rate of 7 per cent above EURIBOR during the initial 70 days following advance of the loan and an annual interest rate of 10 per cent above LIBOR thereafter.

The JV Shareholders have pre-emption rights on transfers of shares in Redefine AUK, save that the Company is permitted to transfer shares representing up to 25 per cent of the issued share capital of Redefine AUK to any third party without restriction.

The RPL JV Agreement will terminate when the JV Shareholders both approve a resolution to dissolve Redefine AUK.

Management Agreement

On 4 September 2015, Redefine AUK entered into a management agreement between (1) Redefine AUK (2) Kames Capital and (3) the Company pursuant to which Redefine AUK agreed to employ Kames Capital to manage the Combined AUK Portfolio on the following basis:(a) Kames Capital are to be employed on a contract to manage the portfolio for three years for an annual fee equating to

0.5 per cent of the market value of the assets under management as at the previous six monthly valuation date.(b) The fee payable to Kames Capital will include the cost of property management services to be provided by Savills where

these costs are not recoverable through provisions in tenant’s lease agreements or as a direct result of vacant space where such cost is deemed to be a landlord’s cost. Savills will be contracted directly by Redefine AUK with any fees (as described above) being offset against Kames Capital’s fee.

(c) Redefine AUK has the option to break the contract after 12 months, subject to a six-month notice period and payment of 33 per cent of the foregone fee that would have been paid for the balance of the three year contract as compensation.

(d) Kames Capital will be required to provide a comprehensive asset management service including:• assistance with establishing business plans for each asset;• management, advice and supervision of all lease events;• negotiations with contractors and suppliers to ensure competitive rates for goods and services;

39

• oversight and management of Savills’ property management function;• advice and support in the acquisition and disposal of assets;• procurement of refurbishment and development works; and• regular reporting requirements.

(e) All material decisions with regards to the management of the portfolio including the establishment of business plans and strategy for each asset, the approval of expenditure and the appointment of consultants will require the prior approval of Redefine AUK.

(f ) The Company will guarantee the payment of fees due to Kames Capital due from Redefine AUK, together with the costs of any insurance premiums paid by Kames Capital on behalf of Redefine AUK.

New Facility

On 5 September 2015, Redefine AUK entered into a facility agreement with Barclays Bank PLC, HSBC Bank plc, The Royal Bank of Scotland plc and Abbey National Treasury Services PLC. The facility will be used to part finance the Acquisition, pay associated transaction costs and for general corporate purposes of the Group.

The key terms of facility agreement are set out below:(a) Total commitments: £303.0 million comprising a £155.0 million term loan and a £148.0 million revolving credit facility.(b) Term: five years from 5 September 2015.(c) Interest rate: advances under the facility agreement bear interest at a rate equal to the aggregate of the applicable margin

and LIBOR.(d) Margin: the margin will be subject to the following loan-to-value ratios:

Loan-to-value ratio Margin<= 40 per cent 1.60 per cent>40 per cent and <= 50 per cent 1.75 per cent>50 per cent and <= 60 per cent 1.90 per cent>60 per cent and <= 65 per cent 2.10 per cent>65 per cent 2.50 per cent

(e) Commitment fee: Redefine AUK will pay a commitment fee of 40 per cent of the applicable margin on any undrawn amounts.

(f ) Prepayment fees: if the loan is repaid early, the following prepayment fees shall apply:Period Prepayment feeFirst 12 months 1.00 per centMonths 13 – 18 0.50 per centMonths 19 – 24 0.25 per cent24 months onwards 0 per cent

(g) Covenants: the facility agreement requires the Redefine AUK to comply with certain financial covenants by reference to the Combined AUK Portfolio including (i) a maximum loan-to-value ratio of 70 per cent, decreasing to 65 per cent from the fourth anniversary of drawdown; and (ii) a minimum interest cover ratio of 1.75x, increasing to 2.00x from the fourth anniversary of drawdown.

(h) Events of default: New Facility contains events of default considered standard for this type of facility, including non-payment, breach of financial convenant and other obligations, misrepresentation, cross default (within the Redefine AUK Group), insolvency, cessation of the business and the like.

(i) Security: the New Facility will be secured by way of:• a first charge by way of legal mortgage over the Combined AUK Portfolio (namely, the assets in each Acquisition SPV

and Redefine Banbury);• assignment of the rental income generated by the properties in the Combined AUK Portfolio and charges/assignments

over other assets and rights of the Redefine AUK Group (including bank accounts and contracts such as insurance proceeds, sale proceeds, vendor warranties and guarantees);

• executed bank mandates to ensure that all rental payments are credited to charged rent accounts;• subordination agreement relating to any shareholder loans, mezzanine or other debt financing (if applicable);• duty of care agreement/deed with the managing agent;• a first ranking floating charge over the borrower’s assets and undertakings; and• a first fixed charge over the issued share capital of the Redefine AUK Group.

There will be no further recourse to the parent company or ultimate shareholder of the borrower.

40

PART 10

ADDITIONAL INFORMATION

1. RESPONSIBILITY STATEMENT

1.1 The Company and the Directors, whose names appear on page 5 of this document, accept responsibility for the information contained in this document. To the best of the knowledge or belief of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

1.2 In connection with this document and the Proposals, no person is authorised to give any information or make any representations other than as contained in this document and, if given or made, such information or representation must not be relied upon as having been so authorised.

2. THE COMPANY

2.1 The Company was incorporated and registered in the Isle of Man on 28 June 2004 under the IOM Acts as a public company limited by shares and re-registered under the Companies Act 2006 on 3 December 2013.

2.2 The registered office of the Company is at Merchants House, 24 North Quay, Douglas, Isle of Man IM1 4LE where the telephone number is +44 (0)1624 689 589.

2.3 The Company has a primary listing on the LSE and a secondary listing on the Main Board of the JSE.

3. DIRECTORS’ INTERESTS IN SHARES

3.1 As at 4 September 2015 (being the latest practicable date prior to the publication of this document), in so far as is known to the Company, the aggregate interests of each of the Directors, their immediately families and those of any connected person (within the meaning of section 252 of the Companies Act 2006 of England and Wales, the existence of which is known to, or could with reasonable diligence be ascertained by, that Director whether or not held by another party, in the share capital of the Company is as follows:

Name

Number of Ordinary

Shares

Per cent of issued

Ordinary Share capital

as at 4 September

2015

Gregory Clarke – –Michael Watters* 6,162,697 0.42Stephen Oakenfull** 573,536 0.04Donald Grant – –Adrian Horsburgh – –Sue Ford – –Bernard Nackan*** 18,464 0.00**Robert Orr – –Gavin Tipper 408,630 0.03Michael Farrow – –

Marc Wainer**** 2,856,263 0.19Notes:

*Michael Watters’ shareholding is held indirectly through two pension fund structures.**The beneficial interest of Stephen Oakenfull is held in the name of his wife.

***Bernard Nackan’s percentage interest in the Ordinary Share capital rounds down to 0.00 per cent.**** Marc Wainer’s beneficial interest is held through the 100,722 shareholding in the name of his wife and the 2,755,541 shareholding held by

Ellwain Investments (Pty) Limited, of which he is a 50% shareholder.

41

3.2 As at 4 September 2015 (being the latest practicable date prior to the publication of this document) the following Directors held awards over Ordinary Shares (pursuant to the Performance Share Plan) as follows:

NameDate of award

scheme

Number of Ordinary

Shares held under award

Mid-market price on

award date (p)Performance

period Vesting date

Michael Watters 02.12.2013 1,730,000 50.25 01.09.2013 to 31.08.2016

01.09.2016

03.02.2015 1,773,250 57.0 01.09.2014 to 31.08.2017

01.09.2017

Stephen Oakenfull 02.12.2013 1,120,000 50.25 01.09.2013 to 31.08.2016

01.09.2016

03.02.2015 1,148,000 57.0 01.09.2014 to 31.08.2017

01.09.2017

Adrian Horsburgh 03.02.2015 478,333 57.0 01.09.2014 to 31.08.2017

01.09.2017

3.3 Save as set out in paragraphs 3.1 and 3.2 above, none of the Directors or any person connected with any Director (within the meaning of section 252 of the Companies Act of England and Wales), had as at 4 September 2015 (being the latest practicable date prior to the publication of this document) any interest, whether beneficial or non-beneficial, in any of the share capital of the Company or any of its subsidiaries, or any options over the Company’s shares.

4. MAJOR INTERESTS IN SHARES

4.1 As at 4 September 2015 (being the latest practicable date prior to the publication of this document), in so far as is notified to the Company, the name of each person, other than a Director, who, directly or indirectly, holds 3 per cent or more of the voting rights in the Company and the amount of each such person’s interest is as follows:

Name

Number of Ordinary

Shares

Per cent of issued

Ordinary Share capital

as at 4 September

2015

Redefine Properties Limited 443,371,180 30.07Allan Gray Unit Trust Management (RF) Proprietary Limited 58,883,156 3.99

4.2 There are no differences between the voting rights enjoyed by the Shareholders described in paragraph 4.1 above and those enjoyed by any other Shareholder.

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5. DIRECTORS’ SERVICE CONTRACTS AND TERMS OF APPOINTMENT

5.1 Executive Directors

Details of the Executive Directors’ service agreements with the Company are set out below:

Director*Date of

contract

Commence-ment date

Expiry/notice terms

Gross annual

salary/£

Bonus (for the

year ended 31 August 2015

Performance share plan

Michael Watters** 02.12.2013 03.12.2013 12 months 354,650 0 – 100 per cent of base salary

dependent on performance against KPIs. To be awarded

for y/e 31 August

Individual limits in any financial year

shall not exceed 250 per cent of base

salary but in exceptional

circumstances an award can be made up to 400 per cent of base salary, but

such award must not exceed 7,000,000 Ordinary Shares

Stephen Oakenfull 02.12.2013 17.12.2013 6 months 229,600Adrian Horsburgh 31.03.2014 31.03.2014 3 months 229,600Donald Grant 25.02.2015 03.08.2015 6 months 224,000

* All the Executive Directors are entitled to pension contributions, private medical contributions and a season ticket.** Michael Watters is also a director of RPL, being the subject of the Related Party Transactions.

5.2 Non-executive Directors

Details of the Non-executive Directors’ letters of appointment are set out below:

DirectorAnnual

fees/£Date of

appointment Notice period

Gregory Clarke 80,000 04.10.2011 3 monthsSue Ford 35,000 17.12.2013 3 monthsBernard Nackan* 35,000 01.04.2014 3 monthsRobert Orr 35,000 23.04.2015 3 monthsGavin Tipper 42,500 22.08.2011 3 monthsMichael Farrow 40,000 22.08.2011 3 monthsMarc Wainer* 35,000 22.08.2011 3 monthsNote:

*Bernard Nackan and Marc Wainer are also directors of RPL, being the subject of the Related Party Transaction.

5.3 Save as disclosed above, there are no service agreements between any Director and any member of the Group.

5.4 Save as mentioned above in this paragraph 5 of this Part 10, there are no existing or proposed service agreements between any Director and the Company or any of its subsidiaries providing for benefits upon termination of employment.

6. RELATED PARTY TRANSACTIONS

In the 12-month period prior to the date of this document, the Company has entered into the following transactions with Redefine Properties, each of which were smaller related party transactions (as defined in Listing Rule 11.1.10R) and which, when aggregated, were less than 5 per cent. on the percentage ratios applicable to the class tests under the Listing Rules:• As announced on 29 January 2015, the Company invested €28.7 million into a 50:50 joint venture with Redefine

Properties to acquire a portfolio of 56 German retail properties for €156.8 million which are managed by the Company for an annual fee of 0.375 per cent. of Redefine Properties’ share of the joint venture’s gross asset value;

• As announced on 27 February 2015, the Company completed the Placing, representing, in aggregate, approximately 9.9 per cent of the Company’s issued ordinary share capital prior to the Placing. Redefine Properties was allocated a total of 39,465,583 shares, equating to 30.03 per cent of the new Ordinary Shares at an aggregate subscription price of £21.3 million; and

• As announced on 6 May 2015, the Company completed the first part of a refinancing relating to the €156.8 million German retail portfolio which was acquired in a 50:50 joint venture with Redefine Properties. This contemplated

43

the refinancing of debt through a new €83.15 million facility with Berlin Hyp AG, the settlement of €10.5 million of loan break costs and the simultaneous disposal by the Company to this joint venture of €16.89 million of properties.

Other than as set out above and the Related Party Transactions, and save as disclosed in the historical financial information relating to related party transactions as set out in:• note 17 (related party transactions) to the Group’s consolidated financial statements for the six months ended

28 February 2015; and• note 37 (related party transactions) to the Group’s consolidated financial statements for the financial year ended

31 August 2014,each of which is incorporated by reference into this document, for the financial year ended 31 August 2014 and during the period between 1 September 2014 to 4 September 2015 (being the latest practicable date prior to the publication of this document), the Group did not enter into any transactions with related parties.Please refer to paragraph 12 of this Part 10 for further details about information incorporated by reference.

7. WORKING CAPITAL

7.1 Enlarged Group

The Company is of the opinion that the Enlarged Group’s working capital, having regard to the New Facility and the RPL Loan and its potential Conversion and the consequent Disposal as set out in Part 9 of this document, is sufficient for its present requirements, that is, for at least the next 12 months from the date of this document.

7.2 Remaining Group

The Company is of the opinion that the Remaining Group’s working capital, having regard to the New Facility, is sufficient for its present requirements, that is, for at least the next 12 months from the date of this document.

8. SIGNIFICANT CHANGE

8.1 The Group

Save for the New Facility, the Related Party Transactions, the Placing, the disposal of the Cromwell Securities and the acquisition of Banbury Cross Retail Park, there has been no significant change in the financial or trading position of the Group since 28 February 2015, being the date to which the latest published financial information for the Group was prepared.

8.2 The AUK Portfolio

There has been no significant change in the value of the AUK Portfolio since 19 August 2015, being the effective date to which the Valuation Report has been prepared.

8.3 The Redefine AUK Group

Save for the Acquisition and the acquisition of Banbury Cross Retail Park, there has been no significant change in the financial or trading position of any member of the Redefine AUK Group since the date of incorporation of the relevant member of the Redefine AUK Group.

9. MATERIAL CONTRACTS

The Group

Set out below is a summary of each contract (not being a contract entered into in the ordinary course of business) entered into by any member of the Group: (a) within the two years immediately preceding the date of this document and which are or may be material to the Group; or (b) which contain any provision under which any member of the Group has any obligation or entitlement which is material to the Group as at the date of this document:

9.1 The Acquisition Agreements, the RPL Equity Commitment, the RPL Loan, the RPL JV Agreement, the Management Agreement and the New Facility, the principal terms of which are set out in Part 9 of this document.

9.2 On 4 September 2015, the Company, Redefine AUK and Redefine Banbury, entered into an acquisition agreement with the Seller pursuant to which Redefine Banbury agreed to acquire Banbury Cross Retail Park for a consideration of £52.5 million. Completion of the acquisition occurred on 7 September 2015.

9.3 Certain amendment agreements (the “Amendment Agreements”) were entered into on or around 30 April 2015 between Berlin Hyp AG as lender and Leopard Germany Property 1 S.à r.l., Leopard Germany Property  2

44

S.à r.l., Leopard Germany Property 3 S.à r.l., Leopard Germany Property Ed 1 S.à r.l., Leopard Germany Property 2 S.à r.l., Leopard Germany Property Ed 3 S.à r.l., Leopard Germany Property 4 S.à r.l. and Leopard Germany Property Ed 2 GmbH & Co. KG, as borrowers. In addition, three new loan agreements (“New Loan Agreements”) were entered into in June 2015 between Berlin Hyp AG as lender and, respectively, Ciref Berlin 1 Limited, Leopard Germany Property ME 1 S.à r.l and Leopard Germany Property ME 2 S.à  r.l as borrower. Pursuant to the New Loan Agreements and the Amendment Agreements (together the “New German Facility Agreements”), the aggregate principal amount of all the loans outstanding by the 11 borrowers to Berlin Hyp AG was €83,150,000. Under the New German Facility Agreements:

9.3.1 the final repayment date for each of the loans is 30 April 2020 or, as the case may be, 30 May 2020;

9.3.2 the initial interest rate in respect of each loan is based upon a three-month Euribor plus a margin of 1.2 per cent p.a. and a liquidity supplement;

9.3.3 a prepayment fee may be payable on an early repayment or prepayment of the loan, ranging from 2 per cent of the relevant amount if paid within the first year following drawdown, 1 per cent within the second year and 0.5 per cent within the third year;

9.3.4 each of the 11 borrowers has given certain warranties and undertakings to Berlin Hyp AG and granted to Berlin Hyp AG security in respect of its assets, including, but not limited to, land charges over each property held by it, together with pledges over bank accounts and assignments of rental income. The land charges and certain other security granted by each borrower secures the obligations of it and of each other borrower to Berlin Hyp AG from time to time; and

9.3.5 an interest rate cap was entered into by or on behalf of the 11 borrowers with Berlin Hyp AG in order to provide protection against the fluctuation in interest rates pursuant to the New German Facility Agreements.

9.4 The Company entered into a placing agreement dated 27 February 2015 with Peel Hunt and JPMC in connection with the placing of up to 131,414,138 Ordinary Shares. Peel Hunt and JPMC agreed to use their respective reasonable endeavours to procure placees to subscribe for UK Placing Shares. The Company has given certain warranties and an indemnity to each of Peel Hunt and JPMC which were customary for a transaction of this nature. Peel Hunt and JPMC each received a commission of the gross proceeds of the UK Placing Shares procured by it at the placing price of 54 pence.

9.5 As part of the same transaction in connection with the Placing (including the arrangements described in paragraph 9.4 above) the Company entered into a placing agreement dated 27 February 2015 with Java in connection with the placing of up to 131,414,138 Ordinary Shares as above. Java Capital agreed to use its reasonable endeavours to procure placees to subscribe for South African Placing Shares. The Company has given certain warranties and an indemnity to Java Capital which were customary for a transaction of this nature. Java Capital received a commission of the gross proceeds of the South African Placing Shares procured by it at the placing price of R9.70.

9.6 Leopard Holdings S.A. and Leopard Holdings S.a.r.l. representing a 50:50 joint venture between the Company and RPL, entered into an acquisition agreement with Leopard Germany NE LP1 GmbH & Co. KG, Leopard Germany NE LP2 GmbH & Co. KG and Leopard Germany Holding 3 S.a.r.l. on 29 January 2015 pursuant to which they acquired a portfolio of 56 German retail properties for a consideration of €156.9 million, reflecting a net initial yield of 7.5 per cent. The portfolio was acquired together with existing bank debt of €100 million which was refinanced on the basis described in paragraph 9.3 above.

9.7 A restructuring deed dated 16 October 2013, between (1) Grand Arcade Wigan Limited (“GAW”) and West Orchards Coventry Limited (“WOC”), and (2) Aviva Commercial Finance Limited (“Aviva”) pursuant to which the directors of GAW and WOC agreed with Aviva the conditions upon which Aviva is prepared to consent to the directors of GAW and WOC (and also of Standishgate Wigan Limited) proposing company voluntary arrangements (“CVAs”) with respect to certain of the debt owed to Aviva by those companies.

After the approval of the CVAs (and the expiry of the period during which any appeal can be made):

9.7.1 WOC no longer owed any sums to Aviva and the shopping centre known as West Orchards, Coventry became unencumbered. Aviva have rights to a 25 per cent share of any uplift in value if the centre or WOC are sold in the three years after completion;

9.7.2 Redefine International repaid part of the remaining facility provided by Aviva to GAW in an amount of £7,000,000;

9.7.3 the amount owing by GAW to Aviva was, after the payment referred to above and implementation of the CVAs, £13,000,000;

9.7.4 Aviva have the right to certain profit share payments after completion as follows:• 50 per cent of any excess rental income after payment of all sums due to Aviva under their facility

agreement subject to the below 10 per cent incremental reductions following each payment;• 10 per cent of the equity value of the Grand Arcade, Wigan shopping centre as that value meets certain

milestones as follows:

45

– £1,700,000 when the value reaches £90,000,000;– £2,700,000 when the value reaches £100,000,000;– £3,700,000 when the value reaches £110,000,000;– £4,700,000 when the value reaches £120,000,000;– £5,700,000 when the value reaches £130,000,000 (together the “Interim Profit Payments”);

9.7.5 50 per cent of any profit made on a sale of GAW or Grand Arcade, Wigan which percentage will reduce to 40 per cent, 30 per cent, 20 per cent, 10 per cent and then nil per cent as the Interim Profit Payments are made;

9.7.6 Weston Favell Limited, a wholly owned subsidiary of Redefine International purchased the shopping centre known as Weston Favell Shopping Centre, Northampton for a consideration of £84,000,000 with a facility of £50,000,000 provided by Aviva.

9.8 Two acquisition agreements comprising (a) an agreement between the Company, Madison Property Fund Managers Limited and Redefine Properties Limited dated 6 November 2013, and (b) an agreement between the Company and Corovest Offshore Limited dated 6 November 2013 (the “RIFM Acquisition Agreements”), in relation to the acquisition by the Company of the entire issued share capital of Redefine International Fund Managers Limited (“RIFML”) (being the internalisation of the Company’s management). The total consideration payable by the Company pursuant to the RIFM Acquisition Agreements comprised 79,000,000 Ordinary Shares. Pursuant to the RIFM Acquisition Agreements, the Company acquired RIFML. Each of the RIFM Acquisition Agreements contain warranties in relation to RIFML and its group which are standard for a transaction of this size and nature, together with a standard tax indemnity in favour of the Company from each of Redefine Properties Limited and Corovest Offshore Limited.

The AUK Portfolio

No contracts (other than those entered into in the ordinary course of business) have been entered into by the Aegon UK Property Fund in respect of the AUK Portfolio: (a) within the two years immediately preceding the date of this document and which are or may be material to the AUK Portfolio; or (b) which contain any provision under which the Aegon UK Property Fund in respect of the AUK Portfolio has any obligation or entitlement which is material to the AUK Portfolio as at the date of this document.

The Redefine AUK Group

Save for the Acquisition Agreement, the RPL Loan, the RPL JV Agreement, the Management Agreement and the New Facility, the principal terms of which are set out in Part 9 of this document, and the Redefine Banbury acquisition agreement described in paragraph 9.2 above, no contracts (other than those entered into in the ordinary course of business) have been entered into by any member of the Redefine AUK Group: (a) within the two years immediately preceding the date of this document and which are or may be material to the Redefine AUK Group; or (b) which contain any provision under which any member of the Redefine AUK Group has any obligation or entitlement which is material to the Redefine AUK Group as at the date of this document.

10. LITIGATION

10.1 The Group

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Company is aware) which may have, or have had during the 12 months prior to the date of this document, a significant effect on the Company and/or the Group’s financial position or profitability.

10.2 The AUK Portfolio

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Company is aware) which may have, or have had during the 12 months prior to the date of this document, a significant effect on the AUK Portfolio and/or the AUK Portfolio’s financial position or profitability.

10.3 The Redefine AUK Group

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Company is aware) which may have, or have had during the 12 months prior to the date of this document, a significant effect on Redefine AUK and/or the Redefine AUK Group’s financial position or profitability.

46

11. CONSENTS AND RELATED MATTERS

11.1 Peel Hunt LLP has given and not withdrawn its written consent to the inclusion in this document of the references to its name, in the form and context in which they appear.

11.2 KPMG has given and not withdrawn its written consent to the inclusion in this document of its report on the pro forma financial information in Part 8 of this document and the references to its name, in the form and context in which they appear.

11.3 Savills Advisory Services Limited has given and not withdrawn its written consent to the inclusion in this document of its Valuation Report in Part 6 of this document and the references to its name, in the form and context in which they appear.

12. INFORMATION INCORPORATED BY REFERENCE

12.1 In compliance with paragraph 13.1.6 of the Listing Rules, the table below sets out the various sections of those documents which are incorporated by reference into this document as referred to in paragraph 6 of this Part 10:

Document SectionNote

number

Page number in reference

document

Consolidated financial statements for the Group for the six months ended 28 February 2015

Notes to the financial statements

17 42

Consolidated financial statements for the Group for the financial year ended 31 August 2014

Notes to the financial statements

37 120

12.2 Save for the information incorporated by reference as referred to in paragraph 12.1 of this Part 10, no documents are incorporated by reference into this document.

13. DOCUMENTS ON DISPLAY

Copies of the following documents may be physically inspected at the office of Nabarro LLP, 125 London Wall, London EC2Y 5AL and the registered office of the Company during usual business hours on any weekday (excluding Saturdays, Sundays and public holidays) from the date of this document until the conclusion of the Extraordinary General Meeting:• the Acquisition Agreements, the RPL Equity Commitment, the RPL Loan, the RPL JV Agreement, the Management

Agreement and the New Facility;• the memorandum and articles of association of the Company;• the unaudited interim consolidated financial information of the Group for the six months ended 28 February 2015;• the consolidated audited financial statements of the Group for the financial years ended 31 August 2014, 2013 and

2012;• the unaudited pro forma statement of net assets for the Group and KPMG’s report thereon as set out in Parts 7

and 8;• the consent letters referred to in paragraph 11 of this Part 10;• the material contracts referred to in paragraph 9 of this Part 10; and• this document and the Form of Proxy.

Dated 7 September 2015

47

PART 11

DEFINITIONS

The following definitions apply throughout this document, unless the context otherwise requires:

“Acquisition” the acquisition by the Group of the AUK Portfolio from the Aegon UK Property Fund;

“Acquisition Agreements” the two acquisition agreements each dated 5 September 2015 between the Seller, the Company and (in the case of those Properties located in England and Wales) 16 Acquisition SPVs and (in respect of those properties located in Scotland) 3 Acquisition SPVs, in each case setting out the material terms and conditions upon which the Acquisition SPVs will acquire the AUK Portfolio, as more particularly described in Part 9 of this document;

“Acquisition Resolution” the ordinary resolution numbered 1 approving the Acquisition, as set out in the Notice of EGM;

“Acquisition SPVs” the 19 newly formed special purpose vehicles, each of which are incorporated in the British Virgin Islands and are a wholly-owned subsidiary of Redefine AUK;

“Aegon UK Property Fund” Aegon UK Property Fund Limited;

“Articles” the articles of association of the Company;

“AUK Portfolio” the 19 properties held by the Aegon UK Property Fund, comprising the Tranche 1 Properties and the Tranche 2 Properties, as more particularly described in paragraph 6 of Part 4 of this document;

“Banbury Cross Retail Park” Banbury Cross Retail park, Oxfordshire, OX16 1LX;

“Board” the board of directors of the Company;

“Business Day” a day (other than a Saturday, Sunday or public holiday) on which banks are generally open for business in the City of London for the transaction of normal banking business;

“Certificated or in certificated form” in relation to a share or other security, a share or other security which is not in uncertificated form;

“Combined AUK Portfolio “ Banbury Cross Retail Park and the AUK Portfolio, as more particularly described in paragraph 6 of Part 4 of this document;

“ Company or Redefine International”

Redefine International P.L.C., a company registered in the Isle of Man with registered number 010534V and having its registered office at Merchants House, 24 North Quay, Douglas, Isle of Man IM1 4LE;

“Conversion” the conversion of the RPL Loan resulting in the Disposal;

“CREST” the relevant system, as defined in the CREST Regulations (in respect of which Euroclear is the operator as defined in the CREST Regulations);

“CREST Manual” the rules governing the operation of CREST, consisting of the CREST Reference Manual, CREST International Manual, CREST Central Counterparty Service Manual, CREST Rules, Registrars Service Standards, Settlement Discipline Rules, CCSS Operations Manual, Daily Timetable, CREST Application Procedure and CREST Glossary of Terms (all as defined in the CREST Glossary of Terms promulgated by Euroclear on 15 July 1996 and as amended since);

“CREST member” a person who has been admitted to Euroclear as a system-member (as defined in the CREST Regulations);

“CREST participant” a person who is, in relation to CREST, a system-participant (as defined in the CREST Regulations);

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“CREST Regulations” the Uncertificated Securities Regulations 2001 (SI 2001 No. 01/378), as amended;

“CREST sponsor” a CREST participant admitted to CREST as a CREST sponsor;

“CREST sponsored member” a CREST member admitted to CREST as a sponsored member;

“Cromwell Group” Cromwell Property Group, Australia, an Australian property trust which has stapled securities consisting of units in an Australian real estate investment fund (Cromwell Diversified Property Trust);

“Cromwell Securities” securities listed on the Australian Securities Exchange (ASX) in the Cromwell Group;

“CSDP” a JSE Central Securities Depository Participant appointed by a Shareholder in South Africa for the purposes of, and in regard to, dematerialisation and to hold and administer securities or an interest in securities on behalf of such Shareholder;

“Dematerialised Shareholders” Shareholders on the SA share register who hold Dematerialised Shares;

“Dematerialised Shares” Ordinary Shares which have been incorporated into the Strate system, title to which is no longer represented by physical documents of title;

“Directors” the executive directors and non-executive directors of the Company, whose names appear on page 5 of this document;

“Disposal” the effective disposal on Conversion of a 50 per cent interest in Redefine AUK to form the RPL JV;

“Disposal Resolution” the ordinary resolution numbered 3, approving the Disposal, as set out in the Notice of EGM;

“Enlarged Group” the Group following completion of the Acquisition;

“EU” the European Union;

“Euroclear” Euroclear & Ireland Limited, the operator of CREST;

“Extraordinary General Meeting or EGM”

the extraordinary general meeting of the Company to be held at 09:30 a.m. on 25 September 2015, notice of which is set out in Part 12 of this document;

“Financial Conduct Authority or FCA”

the Financial Conduct Authority of the United Kingdom;

“Form of Proxy” the form of proxy for use at the Extraordinary General Meeting;

“FSMA” the United Kingdom Financial Services and Markets Act 2000, as amended;

“Group” the Company and its subsidiaries at the date of this document, including Redefine Banbury;

“Independent Shareholders” the Shareholders, other than Redefine Properties and its associates;

“IOM Acts or 1931 Act” the Companies Acts 1931-2004 (as amended) of the Isle of Man and every statutory modification or re-enactment thereof for the time being in force and, where the context requires, every other statute from time to time in force concerning companies and affecting the Company;

“IPD” Investment Property Databank;

“JPMC” J.P. Morgan Limited (which conducts its UK investment banking business as J.P. Morgan Cazenove);

“JSE” Johannesburg Stock Exchange, being the exchange operated by the JSE Limited (Registration number 2005/022939/06), licensed as an exchange under the Financial Markets Act of South Africa (Act 19 of 20 12), as amended, and a public company incorporated in terms of the laws of South Africa;

“JSE Listings Requirements” the Listings Requirements issued by the JSE from time to time;

“Kames Capital” Kames Capital plc;

“Management Agreement” the management agreement dated 4 September 2015 between Redefine AUK and Kames Capital, as more particularly described in Part 9 of this document;

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“New Facility” the facility agreement dated 5 September 2015 between Redefine AUK and Barclays Bank PLC, HSBC Bank plc, The Royal Bank of Scotland plc and Abbey National Treasury Services PLC, as more particularly described in Part 9 of this document;

“ Notice of EGM or Notice of Extraordinary General Meeting”

the notice of the Extraordinary General Meeting contained in Part 12 of this document;

“Official List’ the list maintained by the FCA in accordance with section 74(1) of the FSMA for the purposes of Part VI of FSMA;

“Ordinary Shares” ordinary shares of 8.0 pence each in the share capital of the Company;

“Overseas Shareholders” Shareholders with registered addresses outside the United Kingdom or who are citizens or residents of countries outside the United Kingdom;

“Peel Hunt” Peel Hunt LLP;

“Placing” the placing of new Ordinary Shares by the Company, as more particularly described in paragraphs 9.4 and 9.5 of Part 10 of this document;

“Pounds Sterling or £” the lawful currency of the United Kingdom;

“Proposals” the Acquisition, the Related Party Transactions and the Disposal;

“Record Date” 5:30 p.m. on 18 September 2015;

“Redefine AUK” Redefine AUK Holdings Limited, a company registered in the British Virgin Islands with registered number 1884800 and having its registered office at Coastal Buildings, Wickham Cay II, PO Box 2221, Waterfront Drive, Road Town, Tortola, British Virgin Islands VG1110;

“Redefine AUK Group” Redefine AUK and its subsidiaries from time to time, which includes as at the date of this document, the Acquisition SPVs and Redefine Banbury, and “Redefine AUK Group Company” means any one of them;

“Redefine Banbury” Redefine Banbury Cross Limited, a company registered in the British Virgin islands, with registered number 1884801 and having its registered office at Coastal Buildings, Wickham Cay II, PO Box 2221, Waterfront Drive, Road Town, Tortola, British Virgin Islands VG1110, and being a wholly-owned subsidiary of Redefine AUK;

“Redefine Properties” Redefine Properties Limited (Registration number 1999/018591/06), a public company duly incorporated and registered in terms of the laws of South Africa and listed on the JSE, with its registered address at 3rd Floor, Redefine Place, 2 Arnold Road, Rosebank, 2196, South Africa;

“Registrars” Capita Registrars (Isle of Man) Limited, (trading as Capita Asset Services) whose registered office is at Clinch’s House, Lord Street, Isle of Man IM99 1RZ;

“Related Party Resolution” the ordinary resolution numbered 2, approving the Relating Party Transactions, as set out in the Notice of EGM;

“Related Party Transactions” the RPL Loan, the RPL Equity Commitment, the RPL Fee and the possible RPL JV (each of which are more particularly described in Part 9 of this document);

“Remaining Group” the Enlarged Group as reduced by the Conversion and consequent Disposal, being the Group as enlarged by the 50 per cent interest in the RPL JV;

“Resolutions” the resolutions to be proposed at the EGM, as set out in the Notice of EGM;

“RevPAR” revenue per available room;

“RPL Equity Commitment” the underwriting commitment from Redefine Properties as more particularly described in Part 9 of this document;

“RPL Fee” the £2.5 million fee payable to Redefine Properties by the Company in consideration of Redefine Properties agreeing to provide the RPL Loan and the RPL Equity Commitment;

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“RPL JV” the potential 50/50 joint venture created in respect of Redefine AUK in circumstances where the RPL Loan is drawn down and the Company exercises its rights to convert such loan into equity in the capital of Redefine AUK to be held by Redefine Properties or otherwise such loan automatically converts three months following the date of completion of Tranche 2;

“RPL JV Agreement” the conditional joint venture agreement dated 5 September 2015 between (1) the Company (2) Redefine Global (Pty) Limited (a subsidiary of Redefine Properties) and (3) Redefine AUK in connection with the RPL JV, if it were ever to come into existence, as more particularly described in Part 9 of this document;

“RPL Loan” the loan facility to be provided by Redefine Global (Pty) Limited (a subsidiary of Redefine Properties) to the Company in connection with the Acquisition as more particularly described in Part 9 of this document;

“SA or South Africa” the Republic of South Africa;

“SA share register” the share register maintained on behalf of the Company in South Africa by the South African transfer secretaries;

“Seller” Aegon UK Property Fund Limited;

“Shareholder” a holder of Ordinary Shares from time to time;

“Strate” Strate Proprietary Limited (Registration number 1998/022242/07), a private company incorporated with the laws of South Africa and the electronic clearing and settlement system used by the JSE to settle trades;

“Subsidiary” has the meaning given to it in section 220 of the IOM Acts;

“Tranche 1” pursuant to the Acquisition Agreement, completion of the acquisition of the Tranche 1 Properties;

“Tranche 1 Properties” the 9 properties that are proposed to be acquired on completion of Tranche 1, as set out on page 36 of this document;

“Tranche 2” pursuant to the Acquisition Agreement, completion of the acquisition of the Tranche 2 Properties;

“Tranche 2 Properties” the 10 properties that are proposed to be acquired on completion of Tranche 2, as set out on page 36 of this document;

“United Kingdom or UK” the United Kingdom of Great Britain and Northern Ireland;

“UK Disclosure and Transparency Rules”

the disclosure and transparency rules made under Part VI of FSMA and as set out in the FCA Handbook, as amended from time to time;

“UK Listing Rules” the listing rules made under Part VI of FSMA and as set out in the FCA Handbook, as amended from time to time;

“UK Prospectus Rules” the prospectus rules made under Part VI of FSMA in relation to offers of securities to the public and admission of securities to trading on a regulated market and as set out in the FCA Handbook, as amended from time to time;

“UK share register” the share register maintained on behalf of the Company in the Isle of Man;

“Valuation Report” the valuation report dated 7 September 2015 and prepared by Savills Advisory Services Limited, details of which are set out in Part 6 of this document; and

“WAULT” weighted average unexpired lease term;

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PART 12

NOTICE OF EXTRAORDINARY GENERAL MEETING

REDEFINE INTERNATIONAL P.L.C.(Incorporated in the Isle of Man with registered number 10534V)

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Redefine International P.L.C. (the “Company”) will be held at 2nd Floor, 30 Charles II Street, London SW1Y 4AE at 09:30 a.m. (London time) on 25 September 2015 for the purpose of considering and, if thought fit, passing the following resolutions, which will be proposed as ordinary resolutions.

ORDINARY RESOLUTIONS

1. THAT, subject to the passing of Resolutions 2 and 3 set out in this Notice, the proposed acquisition of the AUK Portfolio (as defined in the circular sent to shareholders of the Company on 7 September 2015 (the “Circular”) together with the notice of extraordinary general meeting, a copy of which is produced to the meeting and signed for identification purposes by the chairman of the meeting) (the “Acquisition”) by the Company on the terms and subject to the conditions contained in the Acquisition Agreements (as defined in the Circular) and the associated and ancillary agreements contemplated by the Acquisition Agreements and/or described in the Circular, be and is hereby approved and the directors of the Company (the “Board”) (or any duly constituted committee thereof ) be authorised:

(a) to take all such steps as the Board considers to be necessary or desirable in connection with, and to implement, the Acquisition; and

(b) to agree such modifications, variations, revisions, waivers, extensions or amendments to any of the terms and conditions of the Acquisition and/or the Acquisition Agreements and, if relevant, and associated and ancillary agreements contemplated by the Acquisition Agreements (provided such modifications, variations, revisions, waivers, extensions or amendments are non-material), as they may in their absolute discretion think fit.

2. THAT, subject to the passing of Resolutions 1 and 3 set out in this Notice, the Related Party Transactions (as defined in, and as described in paragraph 5 of Part 4 of, the Circular) between the Company (and, where relevant, its wholly-owned subsidiary, Redefine AUK Holdings Limited (“Redefine AUK”)) and Redefine Properties Limited be and is hereby approved as a related party transaction for the purposes of Chapter 11 of the UK Listing Rules (as defined in the Circular) in each case by the Independent Shareholders (as defined in the Circular) and the Directors be and are hereby authorised to take all steps as may be necessary or as desirable in relation thereto and to implement the same with such non-material modifications, variations, revisions, waivers or amendments as the Directors or any such committee thereof may deem necessary.

3. THAT, subject to the passing of Resolutions 1 and 2 set out in this Notice, any subsequent disposal by the Company of a 50 per cent interest in the Combined AUK Portfolio (as defined in the Circular) in the event that the Company enters into a joint venture with Redefine Properties Limited in connection with the Acquisition (in the circumstances described in the Circular, being a conversion by the Company of the RPL Loan (as defined in the Circular) into a 50 per cent equity stake in Redefine AUK to then be held by Redefine Properties Limited) be and is hereby approved by the Independent Shareholders and the Directors be and are hereby authorised to take all steps as may be necessary or as desirable in relation thereto and to implement the same with such non-material modifications, variations, revisions, waivers or amendments as the Directors or any such committee thereof may deem necessary.

By order of the Board

Lisa HibberdCompany Secretary

Dated 7 September 2015

Registered office:Merchants House24 North QuayDouglas Isle of ManIM1 4LE

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Notes:

1. All the resolutions in this notice of extraordinary general meeting will be taken on a poll. Only Independent Shareholders shall be entitled to vote on Resolutions 2 and 3.

2. A member entitled to attend and vote at the above meeting is entitled to appoint a proxy or proxies to attend and vote, on a poll instead of him/her. If a member appoints more than one proxy, each proxy must be entitled to exercise the rights attached to different shares. A proxy need not be a member of the Company. The appointment of a proxy will not preclude a member from attending and voting at the meeting in person should he/she subsequently decide to do so.

3. A Form of Proxy is enclosed for your use if desired. If you are a UK Shareholder, to be valid, the instrument appointing a proxy must be completed and reach the Company’s Registrars, Capita Asset Services PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU not less than 48 hours before the time of holding the meeting. Shareholders wishing to vote online should visit www.capitashareportal.com and follow the instructions.

4. In the case of joint holders of Ordinary Shares, the vote of the senior shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

5. In respect of Ordinary Shares on the SA share register, forms of proxy must only be filled in by certificated shareholders or “own-name” Dematerialised Shareholders. Dematerialised Shareholders in South Africa who are not “own-name” Dematerialised Shareholders must follow the instructions set out in note 14 below.

6. To direct your proxy how to vote on the resolutions mark the appropriate box on your proxy form with an ‘X’. To abstain from voting on a resolution, select the relevant ‘Vote withheld’ box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.

7. Any power of attorney or any other authority under which your proxy form is signed (or a duly certified copy of such power or authority) must be included with your proxy form.

8. In the case of a member which is a company, your proxy form must be executed under its common seal or signed on its behalf by a duly authorised officer of the company or an attorney or other person duly authorised for the company.

9. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.10. An explanation of the resolutions is set out in the Circular enclosed with this document.11. Pursuant to Regulation 22 of the Uncertificated Securities Regulations 2005 of the Isle of Man, the Company specifies that only those shareholders of

the Company on the register at the close of business on 18 September 2015 shall be entitled to attend or vote at the Extraordinary General Meeting in respect of the number of shares registered in their name at the time. Changes to the register of members after that time will be disregarded in determining the rights of any person to attend or vote at the meeting.

12. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so by utilising the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take appropriate action on their behalf.

13. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message must be transmitted so as to be received by the Company’s agent, Capita Asset Services (whose CREST ID is RA10) by the specified latest time(s) for receipt of proxy appointments. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the Company agent is able to retrieve the message by enquiry to CREST in the manner prescribed.

14. Dematerialised Shareholders on the SA share register who are not “own-name” Dematerialised Shareholders and who wish to attend this meeting should instruct their CSDP or broker to issue them with the necessary authority to attend this meeting in person, in the manner stipulated in the custody agreement governing the relationship between such shareholders and their CSDP or broker. These instructions must be provided to the CSDP or broker by the cut-off time and date advised by the CSDP or broker for instructions of this nature.

15. Dematerialised Shareholders on the SA share register who are not “own-name” Dematerialised Shareholders and who cannot attend but who wish to vote at the meeting should provide their CSDP or broker with their voting instructions, in the manner stipulated in the custody agreement governing the relationship between such shareholders and their CSDP or broker. These instructions must be provided to the CSDP or broker by the cut-off time and date advised by the CSDP or broker for instructions of this nature.

16. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.

17. As at 4 September 2015 (being the last practicable day prior to the date of this Notice of Extraordinary General Meeting), the Company’s issued share capital consisted of l,474,331,331 Ordinary Shares, carrying one vote each. Therefore, the total voting rights in the Company as at 4 September 2015 were l,474,331,331.

18. Any member attending the meeting has the right to ask questions. The Company has to answer any questions raised by members at the meeting which relate to the business being dealt with at the meeting unless:(a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information;(b) the answer has already been given on a website in the form of an answer to a question;(c) it is undesirable in the interests of the company or the good order of the meeting to answer the question.