CONTENTS€¦ · PORTFOLIO VALUE 6.2% NET ASSET VALUE GROWTH 97.9% OCCUPANCY 16.8% ... LTD MAERUA PARK PROPERTIES (PTY) LTD PHASE TWO PROPERTIES (PTY) LTD TRIPLE A (PTY) LTD ... (‘SENS’)

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HIGHLIGHTS

OVERVIEW OF ORYX PROPERTIES LIMITED

ABOUT ORYXDIRECTORATECHAIRMAN’S STATEMENTCHIEF EXECUTIVE OFFICER’S REPORTCHIEF OPERATIONS OFFICER’S REPORTCHIEF FINANCIAL OFFICER’S REPORTSUSTAINABILITY REPORT

CORPORATE GOVERNANCE AND RISK MANAGEMENT

CORPORATE GOVERNANCEINVESTMENT COMMITTEERISK, AUDIT AND COMPLIANCE COMMITTEEREMUNERATION AND NOMINATION COMMITTEENAMCODE CHECKLIST

ANNUAL FINANCIAL STATEMENTS

DIRECTORS’ RESPONSIBILITYINDEPENDENT AUDITOR’S REPORTDIRECTORS’ REPORTSTATEMENTS OF FINANCIAL POSITIONSTATEMENTS OF COMPREHENSIVE INCOMESTATEMENTS OF CHANGES IN EQUITYSTATEMENTS OF CASH FLOWSNOTES TO THE ANNUAL FINANCIAL STATEMENTS

UNITHOLDER INFORMATION

LINKED UNITHOLDER’S DIARYNOTICE TO THE ANNUAL GENERAL MEETINGPROXY FORMADMINISTRATIONCO

NTEN

TS

5.4%DISTRIBUTION GROWTH

167.00TOTAL DISTRIBUTION

FOR THE YEARENDED 30 jUNE 2016

N$2.326BNPORTFOLIO VALUE

6.2%NET ASSET VALUE GROWTH

97.9%OCCUPANCY

16.8%TOTAL RETURN

CENTS PER UNIT

HIGH

LIGHT

S4 ORYX PROPERTIES INTEGRATED ANNUAL REPORT 2016

HIGH

LIGHT

S

Oryx Properties Limited and its subsidiaries (‘Oryx’/’Group’) takes pleasure in presenting its Integrated Annual Report for the year ended 30 June 2016 to stakeholders. The report covers the Group’s business, sustainability and financial activities from 1 July 2015 to 30 June 2016.

SCOPE AND BOUNDARYOryx recognises the role and importance of integrated reporting in demonstrating its ability to create and sustain value across all components, including its performance in, and commitment to economic, social, and environmental sustainability for the ultimate benefit of all its stakeholders.

Therefore, this Integrated Annual Report represents its best efforts to align its reporting with the requirements and principles of the NamCode, International Financial Reporting Standards (‘IFRS’) and the Companies Act of Namibia.

Successful and comprehensive integrated reporting is a learning process, and Oryx remains committed to this journey towards best-practice reporting methodology.

PROFILEOryx is a property loan stock company listed in the ‘Financial-Real Estate’ sector on the Namibian Stock Exchange (‘the NSX’). The Company was listed on 4 December 2002. The Group owns a premier-quality retail, industrial and office real estate portfolio, which generates and offers investors a dependable, sustainable and growing income stream.

STRATEGIC FOCUS

ABOUT ORYX30 jUNE 2016

VisionTo own an investment portfolio of premium quality retail, industrial and office real estate mostly in Namibia and also outside Namibia as well as investment in listed property. Oryx seeks to grow this by the acquisition or development of additional properties, which will have escalating income streams derived from quality tenants so as to secure long-term earnings growth and capital appreciation.

MissionTo acquire and / or develop assets that appreciate in value and produce a dependable, sustainable and growing distribution stream.

6 ORYX PROPERTIES INTEGRATED ANNUAL REPORT 2016

SIGNIFICANT EVENTS IN THE ORYX HISTORY2001 • Oryx established

2006 • Rights issue• Acquire Baines shopping centre• Maerua Mall Phase II completed

2002• Lists on NSX

2007• Acquire Channel Life, Erf 35, Erf 51

and Erf 654 Okahandja • Virgin Active building upgraded

• Checkers Maerua Mall extension completed

2008 • Acquire 4 erven in Prosperita• Sale of Bank Windhoek subsidiary2009

• Acquire erf in Lafrenz• Construction of Deloitte office building commences

2010 • Deloitte office building completed• Development of 3 warehouses in Prosperita• Acquire 3 industrial properties in South Africa

2011• Achieve N$1 billion property portfolio

• Internalisation of the asset and finance management of Oryx

2012 • 10 year anniversary • Acquisition of 2 industrial properties in SA • Development of Scania facility

2013• Baines upgrade completed

• Scania completed

2014 • Acquire Gustav Voigts Centre• Rights issue• Maerua Mall extension complete

2016 • Rights issue

2015• Achieve N$2 billion property portfolio• Establish a domestic note programme• Establish Long Term Incentive Trust


CONTINUED

7ORYX PROPERTIES INTEGRATED ANNUAL REPORT 2016

ORYX PROPERTIES LIMITED

MAERUA MALL (PTY) LTD

MAERUA PARK PROPERTIES (PTY) LTD

PHASE TWO PROPERTIES (PTY) LTD

TRIPLE A (PTY) LTD

UNITED FITNESS HOUSE (PTY)

LTDTUINWEG PROPERTY

INVESTMENTS (PTY) LTD

DIRECTLY OWNED

PROPERTY

BAINES CENTRE CHANNEL LIFEERF 132 LAFRENZ

ERF 7827 LAZARETT STR

ERF 698 EDISON STR

ERF 6601 TAL STR

ERF 51 PROSPERITA


CONTINUED

GROUP STRUCTURE

MAERUA MALL NODE

SUBSIDIARY COMPANIES

GUSTAV VOIGTS CENTRE


VERONA INVESTMENTS (PTY) LTD

ERVEN 6660, 6661 and 7780 JOULE STR

WINDHOEK

ALLIED CARGO (PTY) LTD ERF 6977

NEWCASTLE STR WINDHOEK

ERF 6621KALIE ROODT

STRWINDHOEK

RSA DIRECTLY OWNED

PROPERTY

SUBSIDIARY COMPANIES

ConsolidatedERF 441

PROSPERITA

ERF 135 LAFRENZ

ERF 4076 KORSTEN

PORT ELIZABETH

ERVEN 89, 90 & 91 ISANDO

JOHANNESBURG

ERF 6173 WALMER

PORT ELIZABETH

ERF 1571886 GEORGE BLAKE AVE

PLANKENBRUG STELLENBOSCH

ERF 972 & ERF 973CNR CONSTANTIA BLVD & WILLIAM

NICOL CONSTANTIA KLOOF ROODEPOORT

CIC PROPERTY HOLDING TRUST

(PTY) LTD

ERF 8081 SOLINGEN STR

WINDHOEK

ERF 2671 WALVIS BAY

ERF 334 KEETMANSHOOP


CONTINUED


KEY STAKEHOLDERS

SIGNIFICANT UNITHOLDERS:Standard Bank Nominees (Pty) Ltd, TLP Investments One Three Seven (Pty) Ltd, CBN Nominees (Pty) Ltd, RMBT Investments (Pty) Ltd REASON FOR ENGAGEMENT:To provide relevant and timeous information to current and future unitholders. METHOD OF ENGAGEMENT:Roadshows, adhoc communications, attending questions of asset managers and analysts, Annual General Meeting, Securities Exchange News Service (‘SENS’) announcements, media releases and corporate website. STAKEHOLDER CONTRIBUTION TO VALUE CREATION:•Totalreturnof16.8%;•Interestdistributionanddividendamountingto167centsperlinkedunit;and•Growthinannualdistributionsof5.4%.

Various Namibian and South African asset managers

REASON FOR ENGAGEMENT:To ensure that asset managers understand the business and the results delivered by Oryx, as continuous investment in Oryx is imperative to finance expansionary activity.

METHOD OF ENGAGEMENT:Face-to-face and written communications, one-on-one meetings and roadshows.

STAKEHOLDER CONTRIBUTION TO VALUE CREATION:•Successofcapitalraisingcampaigns;•Stabilityofinvestors;and•QualityandcontentofwrittenreportsaboutOryx.

SIGNIFICANT FINANCIERS:ABSA Ltd, Nedbank Group Ltd, Nedbank Namibia Ltd, Old Mutual Investment Group Namibia (‘Omignam’), Bank Windhoek Ltd

REASON FOR ENGAGEMENT:To obtain financing for current and future acquisitions, expansions and operational facilities.

TYPE OF ENGAGEMENT:Adhoc communications, adhoc meetings, credit reviews and annual financial statements.

SEEING THE RESULTS:•Gearingratio29%;and•Interestcoverratio2.83(basedondistributableincome).

INVESTORS

ASSET MANAGERS

PROVIDERS OF DEBT


CONTINUED


KEY STAKEHOLDERS (CONTINUED)

Ministry of Finance, City of Windhoek, City of Johannesburg, Nelson Mandela Bay Municipality, Namibian Stock Exchange (‘NSX’), South African Revenue Services (‘SARS’)

REASON FOR ENGAGEMENT:To maintain open, honest and transparent relationships with regulators and ensure compliance with their legal and regulatory requirements, thereby retaining our various licences and minimising operational risk.

TYPE OF ENGAGEMENT:These include various forums, from one-on-one meetings to onsite meetings.

SEEING THE RESULTS:•Compliancecertificates;and•Taxcompliancestatus.

Employs 21 (2015 : 19) permanent employees

REASON FOR ENGAGEMENT:To ensure that we remain an employer of choice by providing a safe and inspiring working environment.

To understand and respond to the needs and concerns of our employees.

TYPE OF ENGAGEMENT:Annual performance appraisals, face-to-face and written communications, staff meetings, social interactions and relevant training.

SEEING THE RESULTS:•Additionalpositionscreated;•Lowstaffturnoveroftwo(2015:one)employees;and•Lengthofservice.

287 tenants across 25 properties

REASON FOR ENGAGEMENT:To gain a better understanding of the needs of our tenants and to remain a landlord of choice by providing a safe and enjoyable shopping and business environment.

TYPE OF ENGAGEMENT:Face-to-face and written communication, including tenant meetings.

SEEING THE RESULTS:•Highoccupancylevelof97.9%(2015:99.3%);and•Highlevelofrenewalsandretention,of91.4%and91%respectively.

GOVERNMENT AND REGULATORS

TENANTS

EMPLOYEES


CONTINUED


VARIOUS SUPPLIERS: Most significant in terms of cost, include City of Windhoek, Ultra Security, Bidvest Steiner Cleaning, Joseph & Snyman and PEC Metering

REASON FOR ENGAGEMENT:To ensure that we, as landlord, offer the customer an enjoyable shopping experience by offering a friendly and safe shopping and business environment made possible by our relationship with our service providers. To ensure services are performed in accordance with the service agreements.

TYPE OF ENGAGEMENT:Face-to-face and written communication.

SEEING THE RESULTS:•Lowincidentreports;•Lowlevelofcustomercomplaints;and•Achievementofkeyperformanceareas.

Simonis Storm Securities (Pty) Ltd, IJG Securities (Pty) Ltd

REASON FOR ENGAGEMENT:To ensure that our sponsors understand the needs of Oryx when acting as an intermediary in executing transactions.

TYPE OF ENGAGEMENT:Face-to-face and written communication, as well as accompanying Oryx on roadshows.

SEEING THE RESULTS:•Successfulcapitalraisingcampaigns;and•CompliancewiththeNSXListingRequirements.

Mainly central and coastal areas of Namibia

REASON FOR ENGAGEMENT:To create partnerships that will best facilitate our integrated sustainability activities and to obtain input from environmental experts to ensure that our operations are environmentally responsible.

TYPE OF ENGAGEMENT:Ongoing support of projects and interaction with a wide variety of organisations.

SEEING THE RESULTS:•Refertosustainabilityreport.

SUPPLIERS

SPONSORS

COMMUNITIES AND ENVIRONMENT

KEY STAKEHOLDERS (CONTINUED)


CONTINUED


INPUTS ACTIVITIES OUTPUTS OUTCOMES

Financial Capital » Cash generated by operations » Unitholder funding » Debt funding » Efficient controls and processes

» Financial accounting » Cost management » Debt management and allocation

» Interest distribution per linked unit » Net asset value (‘NAV’) per linked unit » Cash flow from operations

» Financial stability » Business sustainability » Strong statement of financial position » Growth in unitholder returns

Manufactured Capital

» Gross lettable area » Appropriate property management skills

» Leasing of premises » Recoveries of operating costs » Asset management » Converting resources into unitholder returns

» Generates sustainable and growing income stream » New direct real estate investment » Portfolio diversification » Yield enhancement » Capital growth

» Lettable area » Increased revenue stream » Distribution growth

Human Capital » Staff » Skills » Knowledge » Experience » Ability

» Recruitment and placement » Training and development » Talent management » Performance management » Ongoing engagement with employees » Employee relations » Remuneration

» Effective leaders » Skilled employees » Motivated employees » Qualityworkenvironment

» Effective leadership » Increased productivity » Employees’ sustainable wealth creation » Workforce aligned with business objectives » Low turnover of skilled workforce

AN OVERVIEW OF OUR BUSINESSOur business is underpinned by responsible leadership and our aspiration to be a responsible corporate citizen. We measure our progress by continuously monitoring our performance against our key performance indicators.

Our financial position allows us to achieve our strategic goal of pursuing value-enhancing opportunities.

Enterprise risk management provides us with an integrated approach to the management of our business risks within a complex and ever-changing environment.

We believe that good governance and responsible leadership are essential elements of sustainability and have a major influence on how we run our business.

Our responsible approach to environmental management involves exploring avenues to sustain and enhance the environment in which we operate and in which our doorstep communities live.

Our business model describes how we operate, by setting out, in terms of the six capitals, our inputs, activities, outputs and outcomes.


CONTINUED


INPUTS ACTIVITIES OUTPUTS OUTCOMES

Social and Relationship Capital

» Doorstep and extended communities » Employees » Ethics and human rights

» Engaging with communities and other relevant stakeholders » Improve social impact

» Infrastructure development » Better working relations » Improved sustainability » Employment

» More sustainable communities » Improve community relations » Sustainable business

Natural Capital » Natural resources » Water » Land » Coal (production of electricity) » Sunlight

» Environmental impact assessments » Electricity output measured and monitored » Accurate assessment of resources and reserves

» Sustainable supply » Increased sustainability through the availability of additional resources and reserves

Intellectual Capital » Risk management » Reputation » Governance structures » Cost management systems » Project management systems

» Industry benchmarking » Enterprise risk management » Developing and implementing governance systems and processes » Cost management » Asset management » Continuous reassessment of effectiveness of operational systems and processes

» Risks and opportunities identified and responded to » Accurate information and cost efficiencies » Effective systems and processes » Projects within budget » Creation of additional lettable area » Improving on GLA occupied

» A well managed ethical business with access to accurate information » Innovative ways of working » Improved productivity and efficiencies » Effective decision-making » Distribution and net asset growth

MATERIALITYMaterial initiatives of Oryx are closely aligned with its strategic direction, its integrated sustainability commitments and the identified requirements of all its stakeholders. As these inform and shape the strategic direction of the Group, they are identified and endorsed by the management team via ongoing input from all of the stakeholders, employees, investors, unitholders, as well as analysts, regulators and the media.

A matter is considered material if it could affect the assessment and decisions of the Board of directors, unitholders and providers of financial capital.

Oryx Properties Limited takes guidance from the Namibia Stock Exchange (‘NSX’) Listing Requirements in assessing materiality. The Listing Requirements define matters and/or sensitive information as follows:

‘Significantly’ meanspricesensitive,butlessthana10%increaseordecrease;‘Materially’ meansbetweena10%and30%increaseordecrease;and‘Substantially’ meansequaltoorgreaterthana30%increaseordecrease.


CONTINUED

AN OVERVIEW OF OUR BUSINESS (CONTINUED)



CONTINUED

MATERIALITY (CONTINUED)Further, the Board assesses each issue in terms of the:

• possibleeconomicimpactonourbusiness;• degreetowhichitaffectsourstakeholdersandourselves;• extenttowhichitislikelytogrowinsignificanceandimpactourbusinessinthefuture;• businessopportunitiesitpresents;and• level of risk it presents.

Please refer to our risk management report under our Corporate Governance and Risk Management section on pages 50 to 73 for further details on our approach to risk management.

GROUP SALIENT INFORMATION

12 months30 june 2016

12 months 30 June 2015

Distribution per linked unit (cents) 167.00 158.50 Percentage increase in distributions over previous year 5.4% 7.1% Headline earnings per linked unit (cents) 163.01 159.62 Weighted earnings per linked unit (cents) 316.63 448.11 Units in issue (000's) 77,860 66,050 Market capitalisation (N$m) as at 30 June 1,647 1,290 Net asset value (NAV) (cents per linked unit) 2,034 1,915 Listed market price (cents per linked unit) 2,115 1,953 Listed market price premium to net asset value 4.0% 2.0% Tradeability of units 6.0% 3.2% Value of property portfolio (N$m) 2,276 2,150 - At valuation 2,326 2,206 - Rental straight-line basis adjustment (50) (56) Occupancy factor (based on lettable space) 97.9% 99.3% Fixed interest rate debt (N$m) 400 400 Variable interest rate debt (N$m) 296 472 Weighted cost of fixed debt funding (Costing of swaps)** 7.5% 8.0% Cost of variable debt funding 9.3% 9.4% Interest-bearing borrowings to total assets ratio* 29.0% 38.8%

* Debentures are treated as part of equity, as the units are linked** Priced against floating 3 month JIBAR rate


FIVE YEAR REVIEW

GROUP2016N$m

2015N$m

2014N$m

2013N$m

2012N$m

SUMMARISED STATEMENT OF FINANCIAL POSITIONASSETSInvestment properties 2,276 2,150 1,925 1,447 1,240 Other non-current assets 84 65 54 38 29 Current assets 39 34 36 22 15 Total assets 2,399 2,249 2,015 1,507 1,284

EQUITY AND LIABILITIESLinked unitholders' interest 1,584 1,265 1,085 816 804 Interest-bearing liabilities 696 872 816 590 396 Deferred taxation 21 30 29 20 15 Other non-current liabilities - 1 1 3 7 Linked unitholders for distribution 70 57 53 40 36 Other current liabilities 28 24 31 38 26 Total equity and liabilities 2,399 2,249 2,015 1,507 1,284

SUMMARISED STATEMENT OF COMPREHENSIVE INCOMERevenue 288 269 205 160 133 Investment income 3 1 1 1 1 Total revenue 291 270 206 161 134 Rental expense (92) (75) (42) (29) (24)Other expenses (16) (12) (11) (10) (9)Amortisation of debenture premium 21 11 8 3 3 Other income / (expenses) 4 - 2 4 (10)Bargain purchase gain - - 27 - - Loss on sale of investment property (1) - - - - Changes in fair value of investment property 91 179 72 5 41 Net operating profit before finance costs, taxation and debenture interest 298 373 262 134 135 Finance cost (67) (76) (52) (38) (28)Taxation 4 (1) (5) (4) 1 Net operating profit before debenture interest 235 296 205 92 108 Debenture interest (129) (105) (98) (77) (70)Total comprehensive income for the year 106 191 107 15 38

SUMMARISED CASH FLOW STATEMENTNet cash inflow / (outflow) from operating activities 3 (14) 4 8 16 Net cash outflow from investing activities (62) (46) (388) (202) (157)Net cash inflow from financing activities 58 56 395 195 139 Net movement in cash and cash equivalents (1) (4) 11 1 (2)


CONTINUED


FIVE YEAR REVIEW (continued)

GROUP2016N$m

2015N$m

2014N$m

2013N$m

2012N$m

UNIT STATISTICSLinked units in issue (million) 78 66 66 55 55 Distribution per linked unit (cents) 166.00 158.50 148.00 139.50 128.00 Dividend paid (cents) 1.00 - - - - Totaldistributiongrowth(%) 5.4% 7.1% 6.1% 9.0% 8.9%Net asset value per linked unit (cents) 2,034 1,915 1,643 1,483 1,461 Listed market price (cents) 2,115 1,953 1,787 1,500 1,326 Interest-bearingliabilitiestototalassetvalueratio(%) 29.0% 38.8% 40.5% 39.0% 31.6%PROPERTY STATISTICSNumber of properties 25 26 26 25 25 Lettable area (m2 GLA) 188,254 227,030 227,030 191,314 188,499 Vacancyfactor(%) 2.1% 0.7% 0.9% 0.4% 0.6%

TOTAL RETURN (cents per linked unit)Opening price (1 July) 1,953.00 1,787.00 1,500.00 1,326.00 1,121.00 Closing price (30 June) 2,115.00 1,953.00 1,787.00 1,500.00 1,326.00 Increase in price 162.00 166.00 287.00 174.00 205.00 Total distribution (30 June) 166.00 158.50 148.00 139.50 128.00 Total return 328.00 324.50 435.00 313.50 333.00

Totalreturn(%) 16.8% 18.2% 29.0% 23.6% 29.7%


CONTINUED


DIRECTORATEAS AT DATE OF THIS REPORT

FRANCOIS UYS (69) | CHAIRMAN | INDEPENDENT NON-EXECUTIVENamibian | BA, BCom (Hons), MCom | Appointed to the Board in 2002

COMMITTEES: Investment Committee and standing invitations to the Risk, Audit and Compliance Committee as well as the Remuneration and Nomination Committee meetings

CAREER: Director and chairman of FP du Toit Transport (Proprietary) Limited, Intercape Group (Proprietary) Limited, MacDonalds Transport Group (Proprietary) Limited, Darling Group (Proprietary) Limited and TLP Investments 137 (Proprietary) Limited. He was

previously a director of Ambit Properties Limited (listed on the Johannesburg Stock Exchange (‘JSE’)) and was Senior Executive of the TrencorGroupfrom1970to1989;ManagingDirectorofTransNamibLimitedfrom1989to1996andofMetje&Ziegler(listedontheJSE)

from1996to2004;ChairmanoftheNamibianStockExchangefrom1999to2001andservedontheexecutivecommitteefrom1997to2004.He has served on various government and advisory bodies both in Namibia and in South Africa.

ALLY ANGULA (37) | INDEPENDENT NON-EXECUTIVENamibian | BAcc, BCom (Hons), CA(SA) | Appointed to the Board in 2013

COMMITTEES: Risk, Audit and Compliance Committee

CAREER: She is Managing Director and Founder of Leap Holdings (Proprietary) Limited, a diversified group of companies, with operations in Horticulture, Garment Manufacturing and Retail. She was a KPMG Assurance Partner up to February 2013. She is

currently also serving as a non-executive director at Rössing Uranium Limited, Namibia Petroleum Corporation (Proprietary) Limited, Namibia Postal and Telecommunications Holdings (Proprietary) Limited and Bank of Namibia. She served as a council member of the

Institute of Chartered Accountants in Namibia.

jENNY COMALIE (42) | INDEPENDENT NON-EXECUTIVENamibian | BCom, BCompt (Hons), CA(Nam) | Appointed to the Board in 2012

COMMITTEES: Risk, Audit and Compliance Committee

CAREER: Entrepreneurial professional with more than 16 year’s experience in organisational development, strategy development and implementation and finance accounting. She was Group Financial Accountant at Olthaver & List Trust Company Limited from

1998 to 2001. From 2001 to 2004 she was Trainee Accountant and Manager respectively at Deloitte & Touche. She was Manager of Management and Cost Accounting at Standard Bank of Namibia from 2004 to 2005. From 2005 to 2008 she was the Chief Financial

OfficeratPointbreakHoldings(Proprietary)Limited;from2013to2015shewasChiefExecutiveOfficerofShaliGroup.ShewasDirectorof Finance at Namibia Institute of Public Administration and Management. She is currently Chief Commercial Officer at Nampost.


STEFAN DE BRUIN (43) | CHIEF EXECUTIVE OFFICER | EXECUTIVE DIRECTORNamibian | BCom (Hons), CA(Nam), HDip (Tax) | Appointed to the Board in 2009


CAREER: Joined Old Mutual Investment Group Property Investments (Proprietary) Limited (OMIGPI) in August 2008 and served as a representative director of Oryx Properties Limited as well as Oryx Management Services (Proprietary) Limited, a subsidiary of OMIGPI until November 2010. Stefan resigned from OMIGPI with the internalisation of the asset and finance management functions of Oryx Properties Limited and was appointed by Oryx Properties Limited as an executive director. He served as a non-executive director of the Namibian Stock Exchange from 2013 to 2016. He was previously a senior manager for Tax and Legal Services at PricewaterhouseCoopers from 2002 to 2003, Financial Manager at Siemens Namibia (Proprietary) Limited from 2003 to 2005 and Financial Director at Siemens Namibia

(Proprietary) Limited from 2005 to 2008.

CAREL FOURIE (37) | CHIEF OPERATIONS OFFICER | EXECUTIVE DIRECTORNamibian | BAcc (Hons), CA(SA) | Appointed to the Board in 2011

COMMITTEES: Standing invitations to the Risk, Audit and Compliance Committee as well as the Investment Committee meetings

CAREER: Previously the Chief Financial Officer of Oryx Properties Limited until June 2014 before his appointment as Chief Operations Officer. His experience includes external audit work at BGR Aucamp Scholtz Incorporated in Cape Town, lecturing pre-and post-graduates at the University of Stellenbosch and Financial Manager at Totalgaz Southern Africa (Proprietary) Limited, a subsidiary

of multinational oil group Total.


CONTINUED

NICK HARRIS (73) | INDEPENDENT NON-EXECUTIVESouth African | FRICS | Appointed to the Board in 2012

COMMITTEES: Remuneration and Nomination Committee (Chairman) and Investment Committee (Chairman)

CAREER: Previously the Chief Executive Officer of South African listed company Ambit Properties Limited from its listing in 2004 until June 2008. He has more than 40 years’ experience in the real estate industry. He is a past president of the South African Property Owners Association, past Chairman of the South African Board of the Royal Institution of Chartered Surveyors and Board

member of the Middle East and African World Regional Board of the Institution.



CONTINUED

MATHEW SHIKONGO (66) | INDEPENDENT NON-EXECUTIVENamibian | Appointed to the Board in 2011

CAREER: Retired as Mayor of Windhoek and has extensive and broad business experience in diverse industries, providing him with a good understanding of the general business community and activities. He fulfilled numerous chairman and other

leadership roles, amongst which Mayor of the City of Windhoek, Chairman of Namibian Marine Resources (Proprietary) Limited, Chairman of Nampower, President of the Namibia Chamber of Commerce and Industry (‘NCCI’), Vice Chairman of Welwitschia

Insurance Brokers, Chairman of Tunacor, Chairman of NUTAM Operation (Proprietary) Limited and Vice Chairman of Sanlam Namibia. He currently also serves as an independent non-executive director of Capricorn Investment Holdings Limited.

PETER KAzMAIER (64) | INDEPENDENT NON-EXECUTIVENamibian | BCom | Appointed to the Board in 2016

COMMITTEES: Investment Committee

CAREER: Currently Non-executive director of Hartlief Corporation and Elso (Proprietary) Limited as well as member of the executive committee of Trustees of the Renaissance Health Medical Aid Fund. Previously Director Finance and Administration of Namibia

Breweries Limited (1979 to 1994), Director: Corporate Services at Ohlthaver & List Group of Companies, Group General Manager Finance Human Resources and Administration at SWABOU Building Society. In 1996 took over the position of Chief Executive Officer at

Agra Limited until retirement in October 2015. Various leadership and Management courses such as Management Development Program at the Graduate School of Business in Cape Town, Cochran Agricultural and Strategic Leadership programme at the United States Department

of Agriculture. Served on various boards such as The Karakul Board of Namibia, the Economic Strategy committee of the then Chamber of Commerce, was Chairman of the Agra Pension Fund from 1996 to 2015, Director of the Rosenthal Group of Companies and others.

jENS KUEHHIRT (66) | INDEPENDENT NON-EXECUTIVENamibian | BCom, CA(Nam), CA(SA) | Appointed to the Board in 2007

COMMITTEES: Risk, Audit and Compliance Committee (Chairman) and Remuneration and Nomination Committee

CAREER: An independent financial consultant since 2007. Retired from the auditing profession in December 2006 as Senior Partner of Deloitte & Touche in Namibia after 35 year’s service with the firm in South Africa, Germany and Namibia. He was a partner of

Deloitte for 24 years in Namibia, and has gained extensive experience in the banking and other financial services sectors, as well as mining, fishing, retail and manufacturing sectors, serving mainly large blue-chip and listed clients. He was a member of the board and

tax committee of the Institute of Chartered Accountants in Namibia for a number of years. Current directorships include Old Mutual Life Assurance Company (Namibia) Limited and Old Mutual Short Term Insurance Company of Namibia Limited.



CONTINUED

ANDRE SWANEPOEL (62) | INDEPENDENT NON-EXECUTIVENamibian | BCom, LLB | Appointed to the Board in 2006

COMMITTEES: Investment Committee

CAREER: Managing Director of Dr Weder, Kauta & Hoveka Inc. Legal Practitioners, with over 35 years’ experience in the legal field. Former member of the Law Society’s Standing Committee on Conveyancing, as well as former member of the Board for Legal Education, instrumental in the overseeing of the amendment of the Sectional Title Act, member of the Screening Committee of the Namibian Stock Exchange, extensive experience in Corporate, Commercial and Property law and structuring of sectional title

development schemes, large township developments and other property-related transactions.

GERHARD VAN zYL (57) | CHIEF EXECUTIVE OFFICER | EXECUTIVE DIRECTORNamibian | B.Eng, B. Eng (Hons), Hons B (B&A), MBA | Appointed to the Board in 2016


CAREER: Studied civil engineering and worked for the (then) Department of Water Affairs in Namibia before enrolling for an MBA at the University of Stellenbosch Business School. Joined Sanlam Properties in 1990 as an Investment Analyst and has, since then, performed various functions in the property industry including Managing Director of Gensec Property Services, CEO of Vukile Property Fund Limited and CEO of SA Corporate Real Estate. He was the President of SAPOA in 2003/2004. He has been an independent real estate consultant since 2011 and has been providing consulting services to Abland, Pivotal Property Fund Limited and Emira Property Fund Limited

before joining Oryx Properties Limited in July 2016. He currently serves as a non-executive director of Emira Property Fund Limited.

CHANGES TO THE BOARDMr SI de Bruin resigned on 30 June 2016. Mr G van Zyl was appointed with effect from 1 July 2016. There were no further changes to the Board of Directors between 1 July 2016 and the date of this report.


CHAIRMAN’S STATEMENTFOR THE YEAR ENDED 30 jUNE 2016

Oryx Properties Limited is able to report another satisfactory year in spite of continued and prolonged global uncertainty, financial volatility and regional instability in many areas. The year also witnessed

significant changes in political as well as economic alliances globally as well as in the region. The slowdown in the economy of China, the advent of the so-called migrant-problem in Europe and the upcoming presidential

election in the USA caused business confidence to decline and uncertainty about economic futures to increase and to be exacerbated by the Brexit decision in the United Kingdom. The movement in GDP growth numbers in emerging

markets slowed and were flat for the advanced economies according to the latest information released by the Bank of Namibia. In general, growth expectations for the year ahead are moderated. Many governments across the globe are still

seemingly unable to deal with challenges in delivering to the expectations of those hardest hit by the effects of the on-going economic situation. The growth recorded by the larger economies is still weak and from a low base, while a relatively low oil

price and the continued instability in the Middle East are key factors affecting this growth. In these circumstances, property investments have in the past provided the stability which investors seek and should assist sector prices to respond positively.

In the region, South Africa, the dominant neighbouring economy, is facing serious challenges. Endemic corruption in public offices continues to be reported with very little news of efforts to stem same being announced. Service delivery is still lacking and the ruling ANC continued to lose support in the local government elections. Trade unions continue to demand huge increases in wages, well outside the inflation band of 3 to 6 percent pursued by the central bank. Production losses because of strikes seriously affected exports and the country’s credit rating downgrade to junk status seems to have been accepted as a given by the end of this calendar year. Looking forward, the short-supply of electricity and power-shedding, which resulted from inadequate maintenance and behind-schedule new construction of generating capacity, has not been such a serious problem the past year, more as a result of reduced demand than of improved management by the power generator.

The problems within Eskom, which is the largest generator of electricity in the region, continues to pose a serious impediment to growth, not only for South Africa, but also for all the power-pool partners in the region, including Namibia. Alarm bells sounded in respect of water supply last year, resulting from poor management of infrastructure maintenance and insufficient provision of storage capacity, became a reality this year when an exceptionally poor rain season was experienced across the region. Announcements in South Africa regarding further reductions in employment are commonplaceandofficialunemploymentinthatcountryisreportedtobeinexcessof25%.SouthAfricangrowthprospectsaregenerallybelievedtofallshortoftheofficialforecastof0%for2016,mainlyasaresultofinfrastructureconstraints,andlabourlegislationwhichnegativelyaffectthe private sector, political instability and corruption.

Locally, the Government of Namibia continues to manage the country’s financial affairs in an exemplary manner and containing national debt at an acceptablelevel.Theprimeinterestrateincreasedfrom10%to10.75%duringtheyear.Inflationremainedbelowthe6%annualrateformostoftheyear,dippingto6.3%attheendoftheyear,whileeconomicgrowthof4.3%isforecastforthebalanceoftheyear.Continuedandgrowingunemployment as well as poverty reduction have been recognized as the focus areas for economic policy development. The previously announced roll-out of a nation-wide plan to make urban erven available at affordable prices to the large number of un- and under-housed members of the public has met with delays, but is reported to be on-going. This initiative still enjoys the support of the private sector as well and will result in a large number of persons as new owners of property who previously were mere tenants and bodes well for future growth of the economy. Attempts to hastily introduce new empowerment legislation in terms of a National Economic Empowerment Framework (‘NEEEF’) adopted by Cabinet, met with serious questioning from the private sector regarding the unintended consequences and practical implementation of the proposed legislation. The private sector supports the principles of the Harambee poverty alleviation project and offered to co-operate with Government to work towards the achievement of visible empowerment and improvement of the economic situation of the poor, without causing preventable harm to the economy which would enable Government to bring the noble intentions of Harambee to fruition.


CHAIRMAN’S STATEMENTFOR THE YEAR ENDED 30 jUNE 2016

Namibia’s primary markets for fish, beef and minerals remain in a very low growth band which put producer prices under pressure. Large exchange rate swings remain a serious threat to growth forecasts as it affects both exports and imports as well as the very important tourism sector. Namibia has again been blessed with good labour relations and industrial peace during the year. The Government, together with employers, employees as well as the unemployed, deserve credit for the social calm experienced in Namibia.

AgainsttheabovebackgroundOryxhassucceededinreturningsatisfactoryresults.Netrentalincomeincreasedby1.5%(2015:19%)toN$196,7million (2015: N$193,8 million), which, after investment income and allowing for administration expenses and finance cost, resulted in distributions and dividend to unitholders of N$130,1 million (2015: N$104,7 million) for the year. Distributions to unitholders increased by 8.5 cents per unit (2015:10.5centsperunit)to167.0centsperunit(2015:158.5centsperunit)representinganannualisedgrowthof5.4%(2015:7.1%).

All the properties in the Oryx portfolio were independently valued at N$2,33 billion (2015: N$2,21 billion) as at end June 2016, representing an increaseof5.5%(2015:11.6%)overthepreviousyear,aftertakingintoaccountdisposalsandcapitalspendduringtheyear.Excludingtheeffectofdisposals,thenetvaluationincreaseonacomparablebasisoverthepreviousyearwas8.4%.Thenetassetvalueatyearendwas2034centsper linked unit (2015: 1 915 cents per linked unit), resulting from additions and growth in value of the core portfolio during the year. At 30 June 2016thepricequotedontheNSXwas2115centsperlinkedunit(2015:1953centsperlinkedunit)whichrepresentsa4.0%(2015:2.0%)premiumto the net asset value.

During the past year, the Board of Oryx continued to function very well and the contributions of the three sub-committees responsible respectively forRisk,AuditandCompliance;RemunerationandNominations;aswellasInvestmentsareinvaluable.MrPeterKazmaierjoinedtheBoardinthebeginning of 2016 and has been appointed to the Investment Committee. Mr Stefan de Bruin left Oryx after the expiry of his contract as CEO and was replaced by Mr Gerhard van Zyl with effect 1 July 2016.

While global economic activity is expected to remain subdued for the balance of 2016 and possibly also for the full year 2017, the fundamentals of Namibia as an attractive investment destination will in all likelihood continue to attract interest from beyond our borders. The quality of our portfolio, acceptable gearing ratio and proven management track record will enable the company to continue to provide reliable and growing returns for investors from a continuously upgraded portfolio.

My sincere appreciation and gratitude is extended to my fellow board members and our highly committed staff, as well as to our tenants and service providers, for their co-operation, dedication, valued efforts and participation during the year to make these results possible.

FRANCOIS UYS CHAIRMAN 2 September 2016

CONTINUED


RETURN TO UNITHOLDERSIampleasedtoreportthatOryxdeliveredatotalreturnfortheyearended30June2016of16.8%toits

unitholders, which compares favourably with the total return of the South African Listed Property Index over thesameperiodof9.62%.Theyearonyeargrowthintotaldistributionsperunitof5.4%(167centsperunit)

was achieved despite a general slowdown in economic conditions, higher interest rates, less Angolan retail spend and more retail offering entering the market.

We also increased our property portfolio by incurring N$95 million on capital expenditure, which will complement and enhance the quality of our property portfolio. The completion of the new state of the art Virgin Active facility at Maerua

Mall is anticipated to be completed before the end of 2016 and is already seen as a construction landmark in Windhoek. Refer to the Chief Operations Officer’s report on pages 26 to 37 for more information on the property portfolio.

PORTFOLIO STRENGTH The fair value of the portfolio increased by N$85 million during the year. Although this was less than the increase of N$183 million of the comparative period, it is still testimony to the quality of the assets. In line with the strategic focus of the Group, Oryx sold erven 2604, 2605, 2608 and 3766 Korsten, Port Elizabeth, valued at N$59 million during the year under review.

The Group continues to operate within the broad strategic parameters for its portfolio as indicated below:

Sectoral spread based on property values:

Geographic spread based on property values:

The Group also decided to broaden the non-Namibian component of the strategic focus for the geographic spread from ‘South Africa’ to ‘Outside Namibia’. This is in line with the strategy to diversify the portfolio from local assets by investing in offshore investments either directly or indirectly.

The focus for the coming year will be to complete developments already underway, to actively search for viable acquisitions and to implement our offshore strategy.

Developments already approved for the 2017 financial year include the Gustav Voigts Centre refurbishment and a revamp and enlargement of the current taxi rank at Maerua Mall.

The Group is also re-evaluating the strategic positioning of Maerua Mall in the changed retail landscape of Windhoek. This includes the innovative utilisation of the vacated Virgin Active space as well as the upgrade of certain priority areas in the mall. The planning for this project is well advanced and it is anticipated that construction will commence early 2017.

The solar installation at Maerua Mall, our proud contribution to the environment, continues to yield expected and fair returns and the Group is investigating the extension thereof.

CHIEF EXECUTIVEOFFICER’S REPORT

SECTOR ACTUAL (%) N$m TARGET (%)Office 11 257 10 - 20Industrial 26 597 30 - 40Retail 62 1,422 50 - 70Listed 1 25 0 - 10Total 100 2,301 100

COUNTRY ACTUAL (%) N$m TARGET (%)Namibia 91 2,089 70 +Outside Namibia 9 212 < 20Total 100 2,301


PORTFOLIO STRENGTH (CONTINUED)Duringtheyearunderreview,thevacancylevelincreasedfromthe0.7%reportedin2015to2.1%in2016.Officevacanciesaccountfor51.5%ofthetotalvacancy,whiletheretailandindustrialsectoraccountfor31%and17.6%respectively.Thevacancylevelof2.1%isstillbelowindustrynorms.

The office vacancies mainly came about as a result of Government institutions relocating to their own buildings. Most of these vacancies have subsequently been filled with smaller tenants, which will mitigate the future risk of such occurrences.

The industrial vacancy stems from one tenant in the Joule Street premises in Windhoek’s Southern Industrial area who vacated to their own building. The premises were divided into smaller units. The take up of the units has been very successful and has since been fully let.

FINANCIAL PERFORMANCEThe distribution per linked unit for the six months ended 30 June 2016 is 89.50 cents per unit (2015: 86.75 cents per unit) and comprises 88.50 centsinterestdistributionanda1centdividend.Forthefinancialyear,totaldistributionsperlinkedunitgrewby5.4%to167centsperunit(2015: 158.5 cents per unit). Interest distributions for the year amount to N$129,2 million (2015: N$104,7 million) and dividend paid to N$0,779 million (2015: nil).

The current year rental expenses include a full year of bulk electricity supply, N$40,8 million compared to N$26,8 million in respect of approximately 7 months in the prior year. The solar installation came on grid during the course of September and October 2015 and has been yielding in excess of13%.

The slowdown in GDP growth and increased consumer pressures have adversely affected the general trading environment in Namibia. In order to make allowance for more tenants experiencing cash flow difficulties, a charge for provision for bad debts to the amount of N$2,9 million (2015: N$0,329 million) has been included in other expenses.

FUNDING AND BORROWINGDuring October 2015, Oryx successfully executed a rights issue for an additional 11 809 781 linked units, injecting N$236 million additional capital into the Group, freeing up loan facilities to fund potential developments and acquisitions.

We once again had the Global Credit Rating Company (‘GCR’) assign Oryx a long-term rating of ‘BBB+(NA)’, a short term rating of ‘A2(NA)’ and a rating outlook of ‘Stable’, which remained unchanged from the previous year’s ratings and once more underlines the quality of the property portfolio and Oryx. Refer to the report by the Chief Financial Officer for more information with regard to funding and borrowings.

ACKNOWLEDGEMENTSAlthough we conducted our business during the year under review in a challenging business environment, Oryx has delivered satisfactory results. We would like to express our gratitude to our committed management team and every staff member who has delivered a sterling performance in contributing to the good results in this tough environment.

I would like to express my gratitude to the Board members for their continued support and participation over the past year. Our thanks also goes to our business partners for their efforts and commitment to make Oryx a success. We would also like to thank our tenants, financiers and unitholders for their dedication to and association with Oryx.

Finally, I would like to welcome Gerhard van Zyl, the newly appointed Chief Executive Officer, to the Oryx team and wish him success on taking Oryx forward.

SI DE BRUIN CHIEF EXECUTIVE OFFICER 30 June 2016

CONTINUED

CHIEF EXECUTIVEOFFICER’S REPORT


1. VALUATIONSAt year end, the property portfolio was valued by Broll Valuation and Advisory Services at N$2,326 billion

(2015: N$2,206 billion), which resulted in a fair value adjustment of N$84,8 million (2015: N$182,7 million). The valuation methods applied are consistent with those applied in the previous consolidated annual financial

statements.

During the year, capital expenditure of N$95 million was incurred, while property to the value of N$60 million was sold. Included in the year end portfolio are properties to the value of N$30 million for which sales agreements have already been

signed, effective after year end and subject to suspensive conditions.

The largest single property in the portfolio, the Maerua Mall node, was valued at N$1,231 million (2015: N$1,149 million).

ANNUAL PROPERTY PORTFOLIO GROWTH

Investment property was valued on a discounted cash flow basis, whilst the vacant land was valued based on comparative sales, taking into account the selling prices, size, location and physical attributes of similar parcels of land.

CORE PORTFOLIO ANALYSIS (EXCLUDING PROPERTIES ACQUIRED OR SOLD DURING 2016)

30 jUNE 2016

CHIEF OPERATIONSOFFICER’S REPORT

600,000 12%

500,000 10%10%

9% 9%

4%

400,000 8%

300,000 6%

200,000 4%

100,000 2%

Fair value movement Net additions / disposals Fairvaluegrowth%

0%2011 2012 2013 2014 2015 2016

-

159 535214 499

493 550

228 599

120 351

201 201

7%

RENTABLE AREA m2

EXTERNAL VALUATION

N$’000 % OF TOTALVALUATION

N$/m2

ANNUAL GROWTH %

Retail 80,465 1,446,224 62.2 17,973 8.6Office 14,672 259,876 11.2 17,712 4.2Industrial* 93,117 620,000 26.6 6,658 9.3Total 188,254 2,326,100 100.0 12,356

1%


CONTINUED


1. VALUATIONS (CONTINUED)CORE PORTFOLIO ANALYSIS (EXCLUDING PROPERTIES ACQUIRED OR SOLD DURING 2016) (CONTINUED)

30 jUNE 2015

* Excludes an Industrial building with a total GLA of 38 725m2 which was sold during April 2016.

VALUE VALUE PER m2

Our retail assets, although suffering from reduced consumer spending, are still showing resilience even in the current less favourable market conditions.

The office market is experiencing even more pressure and is not assisted by the fact that there is a substantial level of oversupply, especially in the Windhoek market. As newer, more modern office space is developed in non-Central Business District (‘CBD’) areas around Windhoek, there is downward pressure on market rentals, especially in older office buildings.

The growth in our industrial portfolio continues to be fueled by the quality of its location and the consistent growth in market rentals experienced in the market.

RENTABLE AREA m2

EXTERNAL VALUATION

N$’000 % OF TOTALVALUATION

N$/m2

Retail 80,708 1,335,213 62.2 16,544 Office 14,372 244,187 11.4 16,990 Industrial* 93,225 567,349 26.4 6,093 Total 188,305 2,146,749 100.0 11,407

62.2%11.2%

26.7%

10%

8%

7%

9%

6%

5%

4%

3%

4,000

6,000

8,000

10,000

12,000

14,000

16,000

18,000

20,000

2%

1%

-

2015 2016

0%Retail Office Industrial

2,000

INDUSTRIAL

OFFICERETAIL


2. PORTFOLIO ANALYSISOryx’s real estate portfolio comprised 25 properties (2015: 26 properties) (see pages 30 and 31).

A single tenanted industrial property, valued at N$60 million, was sold during April 2016. This forms part of Oryx’s strategy to de-risk the portfolio in the medium term as a potential vacancy or significant reduced rental would have been a distinct possibility at expiry of the lease in 2018.

This transaction will have an initial dilutionary effect on the portfolio’s performance, but reduces the risk in the medium term substantially.

DISPOSALS

The total gross lettable area (‘GLA’) owned by Oryx is currently 188,254m2 (2015: 227,030m2).

GEOGRAPHICAL SPREAD:

GLA GROSS INCOME

SECTORAL SPREAD:

GLA REVENUE VALUE

CONTINUED


PROPERTY LOCATION GLA DATE EXIT YIELDNew Bolt Street Port Elizabeth,

South Africa 38,725m2 April 2016 15.2%

82% 87%

18% 13%

RSA RSA

NAMIBIA NAMIBIA

43%

61%

8%

11%

49%

28%

INDUSTRIAL

INDUSTRIAL

OFFICE

OFFICE

RETAIL

RETAIL62%

11%

27%INDUSTRIAL

OFFICERETAIL


CONTINUED


2. PORTFOLIO ANALYSIS (CONTINUED)RETAIL (TARGET RANGE 50% TO 70% OF PORTFOLIO VALUE)Theportfoliohasa62%(2015:61%)valueweightingintheretailsector,primarilythroughtheMaeruaMallcomplex.

Gustav Voigts CentreThe planned upgrade of the Gustav Voigts Centre received final approval after year end. The upgrade will mostly entail cosmetic changes to the inside of the centre and a relocation of the Avani lobby area to the street front. Also included in the project, will be a new rooftop restaurant and banqueting area for the hotel.

The project also includes the addition of two new parking decks to the current parking structure. This will bring welcome relief to the severe shortage of customer and permanent parking in the CBD.

An amount of N$110 million is earmarked for this project, which we hope to commence during early 2017.

Maerua Mall The Maerua Mall node offers 60,486m2 of gross lettable area, which consists of 50,648m2 retail space and 9,838m2 office space, supported by 2 230 parking bays.

TheMaeruaMallnode(includingtheofficecomponent)comprises53%(2015:52%)ofthetotalportfolio.Theriskofthisrelativelyhighweightingin the portfolio is mitigated by:

• A diversified tenancy profile with a very high percentage of space let to major Namibian and South African corporates with leases ranging from 3to10years;

• Rental renewals with major South African and Namibian retailers were highly successful and leases are still being concluded with escalations thatmostlyexceed8%;

• EntrenchmentofthenodeandthelocationastheprimeretailnodeofWindhoeksupportedbytheever-expandingofficenodearoundthemall;and

• The continued resilience of Maerua Mall after the opening of more shopping centres in Windhoek.

The construction of a 1 MWp rooftop solar power installation on Maerua Mall’s roof was completed during September 2015 at a cost of N$17 million. Theinstallationcatersforapproximately20%ofMaeruaMall’sannualconsumptionofelectricityandwill lightentheburdenonthenationalelectricity grid. The installation has generated 1 407MWh during the 2016 financial year, thus reducing CO2 emissions by 1 128 tons.

Management is in the process of obtaining a license from the Electricity Control Board of Namibia in order to enlarge the system to potentially 3MWp.

This investment currently yields per expectations and will continue to grow as the electricity tariffs increase over time.

A new Virgin Active facility is being constructed at the top of the Checkers parkade in Maerua Mall at a total development cost of N$80 million. This new facility will house state of the art equipment and will be one of the most visible buildings in Windhoek.

The current Virgin Active space has been earmarked for a conversion into an exciting mixture of retail and leisure activities. This facility will house state of the art entertainment offerings, play areas for children and activities aimed at the entire family.


CONTINUED


2. PORTFOLIO ANALYSIS (CONTINUED)RETAIL (TARGET RANGE 50% TO 70% OF PORTFOLIO VALUE) (CONTINUED)Maerua Mall (Continued)This conversion forms part of the strategic initiative to position Maerua Mall as the shopping destination of choice. Management has developed a medium term strategy aimed at enhancing the shopping experience at Maerua Mall. The development of upgraded walkways and a new and enhanced food court are all well into its planning stages. In addition, we are investigating the implementation of exciting new activities around the mall as well as the introduction of new tenants.

BainesThe Baines shopping centre underwent a cosmetic upgrade coinciding with the successful upgrade of the current OK Foods franchise store.

OFFICE (TARGET RANGE 10% TO 20% OF PORTFOLIO VALUE)Theofficesectorcomprises11%(2015:11%)ofthetotalportfoliointermsofvalue.

During the year, some office vacancies were experienced, mostly as a result of Government institutions relocating to their own buildings. These vacancies have, however, been filled with smaller tenancies reducing the risks in future for single major vacancies in die office portfolio going forward. The last of these vacancies should be filled by September 2016.

INDUSTRIAL (TARGET RANGE 30% TO 40% OF PORTFOLIO VALUE)Theindustrialsectorcomprises27%(2015:28%)ofthetotalportfoliointermsofvalue.

The Walvis Bay warehouse refurbishment and enlargement are progressing well, with letting activities ongoing.

We are keen to increase this portion of the portfolio and are in continuous contact with developers specialising in this segment of the market.

The financial viability of industrial developments in Namibia, and in particular in Windhoek, remains under pressure due to rising construction costs, high land prices and a shortage of suitable sites.

TOP 10 PROPERTIES BY VALUESee pages 32 to 33.

REAL ESTATE PORTFOLIO

30 jUNE 2016

NAME SECTOR LOCATION

OPEN MARKET VALUATION

(N$)% OF

PORTFOLIO GLA (m2)%

OCCUPANCY MAjOR TENANTS

Included under TOP 10

Refer to pages 32-33

Refer to pages 32-33 2,077,600,000 89.3 143,278 97.7 Refer to pages

32-33

Erf 7827Lazarett Street

Industrial showroom and workshop

Cnr of Mandume Ndemufayo and Lazarett Street, Windhoek

33,000,000 1.4 3,596 100.0 SuzukiVoltex Namibia


CONTINUED


REAL ESTATE PORTFOLIO (CONTINUED)

NAME SECTOR LOCATION

OPEN MARKET VALUATION

(N$)% OF

PORTFOLIO GLA (m2)%

OCCUPANCY MAjOR TENANTSErven 6660, 6661 & 7780 M&Z Joule Street

Industrial showroom

18 Joule Street, Windhoek

20,000,000 0.9 2,730 74.8 Metje & Ziegler

Erf 698 Edison Street

Industrial showroom

Cnr Edison and Mandume Ndemufayo Avenues, Windhoek

27,400,000 1.2 2,268 100.0 Metje & Ziegler

Erf 6621 Windhoek

Industrial warehousing

Cnr Kalie Roodt and Tommie Muller Streets, Northern Industrial Area, Windhoek

22,400,000 1.0 3,972 100.0Commercial Investment Company (‘CIC’)

Erf 6977 Windhoek


Newcastle Street, Northern Industrial Area, Windhoek

19,800,000 0.9 3,280 100.0 CIC

Erf 2671 Walvis Bay


3rd Street East, Walvis Bay

10,000,000 0.4 1,760 100.0 CIC

Erf 334 Keetmanshoop


5th Avenue, Keetmanshoop 1,400,000 0.1 810 100.0 CIC

Erf 441 Prosperita

IndustrialErf 441 Prosperita, Windhoek

29,000,000 1.2 4,482 100.0 CIC

Erf 132 Lafrenz

Industrial

Erf 35 and Erf 36, Nordland Street, Lafrenz Township, Windhoek

20,000,000 0.9 1,977 100.0 Intercape Namibia

SUBTOTAL NAMIBIA 183,000,000 7.9 168,153 97.2

Erf 6173 Walmer, Port Elizabeth

Industrial

Erf 6173, Caravelle Street, Port Elizabeth, South Africa

11,000,000 0.5 3,788 100.0 BPDH

Erf 4076 Walmer, Port Elizabeth

Industrial

Erf 4076, Bennett Street, Port Elizabeth, South Africa

19,000,000 0.8 10,050 100.0 Acoustex

Erven 89, 90 & 91 IsandoJohannesburg

Industrial

Erf 89, 90, 91 Isando, Johannesburg, South Africa

35,500,000 1.5 6,263 100.0 Silverton Manufacturing

SUBTOTAL SOUTH AFRICA 65,500,000 2.8 20,101 100.0TOTAL 2,326,100,000 100 188,254 97.9


ERF 51, PROSPERITA

Location: 36 to 46 Platinum Street, Prosperita, WindhoekOpen market valuation (N$): 51,000,000 Sector: IndustrialGLA (m2): 8,725 Occupancy(%):100.0%Major tenants: FP du Toit Transport Group (Pty) Ltd

MAERUA MALL NODE

Location: Cnr Jan Jonker and Robert Mugabe Avenues, Windhoek, comprises 4 propertiesOpen market valuation (N$): 1,231,100,000 Sector: Retail and OfficesGLA (m2): 60,631 Occupancy(%):97.8%Major tenants: Checkers, Truworths, Stuttafords, Mr Price Group, Ster Kinekor, Hi-Fi Corporation, Clicks Group, Foschini, Edgars/Boardmans, Ackermans, House and Home, Virgin Active

ERF 8081, WINDHOEK

Location: Cnr Solingen and Iscor Streets, Northern Industrial Area, WindhoekOpen market valuation (N$): 95,000,000 Sector: Industrial warehousingGLA (m2): 14,559 Occupancy(%):100.0%Major tenants: Commercial Investment Company (‘CIC’)

CHANNEL LIFE

Location: 25 Post Street, WindhoekOpen market valuation (N$): 72,000,000 Sector: OfficeGLA (m2): 4,988 Occupancy(%):65.5%Major tenants: USAid

ERF 15718, STELLENBOSCH

Location: 86 George Blake Avenue, Plankenbrug Industrial, Stellenbosch, South AfricaOpen market valuation (N$): 62,000,000 Sector: Industrial warehousingGLA (m2): 9,987 Occupancy(%):100.0%Major tenants: Chills Beverages

TOP 1

0 PRO

PERT

IES

ERF 6601, TAL STREET

Location: 60 Tal Street, WindhoekOpen market valuation (N$): 36,500,000 Sector: Industrial showroomGLA (m2): 7,760 Occupancy(%):100.0%Major tenants: Metje & Ziegler, Audi

GUSTAV VOIGTS CENTRE

Location: Independence Avenue, WindhoekOpen market valuation (N$): 340,000,000 Sector: RetailGLA (m2): 24,827 Occupancy(%):99.2%Major tenants: Avani Hotel and Casino, Checkers

ERF 972 & ERF 973,CONSTANTIA KLOOF, ROODEPOORT

Location: Cnr of William Nicol and Constantia Boulevard, Gauteng, South AfricaOpen market valuation (N$): 73,000,000 Sector: Industrial showroomGLA (m2): 4,295 Occupancy(%):100.0%Major tenants: Action Ford Dealership

ERVEN 135 AND 139, WINDHOEK

Location: Erf 135, Rendsburger Street, Lafrenz Township, WindhoekOpen market valuation (N$): 54,000,000 Sector: IndustrialGLA (m2): 2,815 Occupancy(%):100.0%Major tenants: Scania and vacant land

BAINES

Location: Erf 1297Open market valuation (N$): 63,000,000 Sector: RetailGLA (m2): 4,691 Occupancy(%):100.0%Major tenants: OK Foods, Pionierspark Liquor Store, Nucleus Gymnasium

, Pioneerspark, Fritsche Street, Windhoek


CONTINUED


3. RENTAL EXPENSESThe gross property expenses grew mostly as a result of increased electricity charges due to the conversion from commercial to bulk electricity supply at Maerua Mall. This conversion entailed the installation of a ring-feed supply to the mall in order to stabilise and improve electricity supply to all tenants. This resulted in Oryx being invoiced by the City of Windhoek as the consumer with recovery of individual electricity usage from tenants who where previously invoiced directly by the City of Windhoek. The current financial year incorporates the full 12 months post conversion costs versus only 7 months in the previous year. The full year bulk electricity expense came to N$40,8 million (2015: N$26,8 million) andtheincreaseinthiscostaccountsforapproximately90%oftheannualincreaseinpropertyexpenses.Othercostswerewellcontainedandgrewbyonly4.5%forthisfinancialyear.

RENTAL EXPENSE RATIO

4. TENANT ANALYSISThe total GLA of the portfolio is 188,254m2 (2015: 227,030m2) and is occupied by approximately 270 tenants. The tenants to which Oryx has the largest exposure in terms of contractual rent are set out below:

MajorNamibianorSouthernAfricancompaniesortheirfranchiseesoccupy89.6%(2015:84.2%)ofthetotalGLA.

35%

30%

25%

20%

15%

10%

0%

2015 2016

Net Property Expense Ratio

12.9%

28.4%

12.0%

31.1%

Gross Property Expense Ratio

5%

TENANT2016

% OF TOTAL RENTAL2015

% OF TOTAL RENTALCIC 8 7Avani Hotel and Casino 6 6Shoprite Checkers 5 5Edcon Group 4 4Chills Beverages 4 4Total 27 26


CONTINUED


5. LEASE EXPIRY PROFILEThe following graph depicts Oryx’s lease expiry profile (based on rent):

LEASE EXPIRY PROFILE

Weexpectapproximately7.0%(1.2%oftotalrent)oftheleasesexpiringin2017nottoberenewed.

In2018,weexpect13.7%(2.4%ofthetotal)ofexpiringleasesnottoberenewed,causedmostlybyonemajortenantwhoisdevelopingitsownpremises.

It is the policy of the Group to actively source replacement tenants for non-renewals 6 to 9 months before the expiry of the lease period of the current tenant.

Generally, the risk of non-renewal has increased, as some smaller businesses are struggling in the current economic climate. We are actively engaging these tenants in order to ascertain the risk and possibly address it at an early stage.

6. TENANT RETENTIONThe tenant retention ratios across the different sectors in 2016 are set out below and underline the quality of the property portfolio.

TENANT RETENTION (m2 GLA) TENANT RETENTION (number of tenants)

25%

20%

15%

10%

0%

Perce

ntag

e Exp

iring

Financial Year

2016/17 2017/18 2018/19 2019/20 2020/21

16%

9%

5%

17%

22%

5%

40%

60%

80%

100%

120%

0%

2015 2016

Retail Office Industrial

20%

93% 100%88%

96%

71%

91%

40%

60%

80%

100%

120%

0%

2015 2016


20%

88%100%

70%

92%84%

93%


CONTINUED


6. TENANT RETENTION (CONTINUED)RETAIL A major portion of the Maerua Mall node has come up for renewal this year with a very high success rate for renewals. The high level of retention of tenants, especially in the current trading environment, is encouraging as it proves the resilience of Maerua Mall as a shopping destination.

In total 24,991m2 of retail space was up for renewal and 24,020m2 was successfully renewed.

OFFICELarge vacancies were created as a result of Government institutions relocating to their own premises. Most of these were filled towards the end of the financial year, with substantially all tenanted by September 2016.

In total, 6,333m2 was up for renewal and 4,475m2 was successfully renewed.

INDUSTRIALThe tenant in the Joule Street premises in Windhoek’s Southern Industrial area did not renew the lease. The premises was divided into smaller units, the take up of which has been very successful and the development has been fully let since year end.

In total, 31,597m2 of industrial space was up for renewal and 28,865m2 was successfully renewed.

7. VACANCIESVacanciesincreasedfrom0.7%inJune2015to2.1%at30June2016andarestillbelowindustrynorms.TheincreaseisdrivenmainlybytheofficemarketaswellasthesaleofthePortElizabethproperty.Hadthepropertynotbeensold,thevacancieswouldhavebeenat1.7%.

Afteryearend,thevacancieswerereducedto0.5%withthesigningofsignificantnewleases.

0.0%

0.5%

1.0%

1.5%

2.0%

2.5%


0.4% 0.6%

0.3%

1.1%

0.4%

0.7%

2015 2016

2.1%


CONTINUED


8. DEVELOPMENT PIPELINEGUSTAV VOIGTS CENTREOryx has earmarked N$110 million for the upgrade of the Gustav Voigts Centre and the project is set to commence early 2017. The relocation of the Avani lobby and reception area to Independence Avenue street front is planned in order to breathe life into this part of the centre. New tiles, shop fronts and balustrades together with a new roof allowing in more natural light are some of the main items planned to create a much more vibrant CBD shopping experience.

A new Avani Rooftop sky bar is also planned as well as new elevators for the hotel. Two new parking decks will be added to the existing structure, which will enhance the flow through the centre and cater for the demand for CBD parking.

VIRGIN ACTIVE RELOCATIONThe new Virgin Active facility is planned for opening before the end of the calender year. This building will be a landmark in Windhoek and its visibility will give both our tenant and Maerua Mall a new feature to be proud of.

We are currently investigating the addition of an array of activities around this facility in order to promote a healthier lifestyle and attract the very active Windhoek community to this area in future.

EX-VIRGIN ACTIVE PREMISESInternational trends in shopping centres are leaning more towards offering an environment that not only caters for the basic shopping needs but also to other, mostly entertainment needs. Pressures from the general oversupply of retail options, including online retail, has forced mall owners to assess their mix of offerings in a different manner and we believe this site offers the ideal opportunity to do that.

Oryx is planning a first of its kind Family Entertainment Centre that will include various forms of entertainment and leisure offerings. With this background, planning is well advanced and we hope to start work on site early in 2017.

The team at Oryx will continue to focus on sustainable and responsible investment that will enhance the value and returns of the property portfolio in the long term.

CAREL FOURIE CHIEF OPERATIONS OFFICER 10 October 2016


1. INTRODUCTIONThis financial review offers a condensed view of the annual financial results of Oryx for 2016. These are

presented in a simplified form for ease of reference and understanding and are reflective of the manner in which the information is analysed by management. The financial review should therefore be read in conjunction

with the full annual financial statements.

2. DISTRIBUTIONSThe distribution growth shows the effectiveness of the Group’s strategy of achieving sustainable growth in distributions.

The distribution per linked unit for the six months ended 30 June 2016 is 89.50 cents per unit (2015: 86.75 cents per unit) and comprises88.50centsinterestdistributionanda1centdividend.Forthefinancialyear,totaldistributionsperlinkedunitgrewby5.4%to167cents per unit (2015: 158.5 cents per unit). Interest distributions for the year amount to N$129,2 million (2015: N$104,7 million) and dividend paid to N$0,779 million (2015: nil).

The graph below depicts the 5 year trend of interim and final distribution payments and an upwards curve in distribution payments is evident.

5-YEAR DISTRIBUTION TREND

TOTAL RETURN %

The above graph illustrates the year on year distribution per unit (‘DPU’) growth, the growth in the unit price year on year as well as the combined annual total return. The decline in the growth of the unit price reflects stabilisation of the ratio between net asset value and market price per unit after 2014.

CHIEF FINANCIALOFFICER’S REPORT

-

50.0056.50 61.75 67.25 67.25 71.75 77.50

61.00 66.25 72.25 80.75 86.75 89.50117.50 128.00

139.50 148.00158.50 167.00

100.00

150.00

200.00

Interim Final Total

2011 2012 2013Year

Cents

per u

nit

2014 2015 2016

0.0%

5.0%

10.0%

20.0%

15.0%

25.0%

30.0%

7.6% 8.9% 9.0%6.1% 7.1% 5.4%

17.4% 18.3%

13.1%

19.1%

9.3% 8.3%

29.7% 29.7% 29.0%

18.2%16.8%

DPUGrowth% UnitPriceGrowth% TotalReturn%

2011 2012 2013 2014 2015 2016

23.6%


CONTINUED


3. FINANCIAL RESULTS

2016N$ ‘000

2015N$ ‘000

%Change

Distributable earnings for the year are calculated as follows:

Property portfolioStanding portfolio - property held for 12 comparative months 201,928 190,562 6.0Rent and recoveries (excluding straight-line adjustment) 294,228 266,090 10.6Dividends from listed property investments 1,841 - - Property expenses (91,534) (75,528) 24.6

Net operating income from property portfolio 204,535 190,562 6.0

Fund cost and other expenses (15,873) (11,679) 13.6Cost of employment (7,828) (7,103) 12.9Audit fees (872) (784) 11.2Directors' fees (2,059) (1,811) 13.7Other expenses (5,114) (1,981) 16.2

Profit from operations 188,662 178,883 5.5

Net funding costs (65,848) (75,275) (12.5)Interest expense (67,009) (76,137) (12.0)Interest income 1,161 862 34.7

Deferred taxation 1,595 (393) (505.7)

Antecedent debenture interest 5,669 - 100.0

Distributable earnings 130,078 103,215 26.0

Units UnitsUnits in issue at end of the year 77,859,791 66,050,010 17.9

Cents CentsTotal distribution (cents per unit) 167.00 158.50 5.4- interim 77.50 71.75 8.0- final 88.50 86.75 2.0- dividend 1.00 - 100.0


CONTINUED


2016N$ ‘000

2015N$ ‘000

Distributable earnings are reconciled to the operating profit before debenture interest as detailed below:Distributable earnings 130,078 103,215 Amortisation of debenture premium 20,806 11,242 Changes in fair value of derivative instrument 3,683 19 Change in fair value of listed investments (90) (326) Revaluations of investment properties 84,804 182,654 Loss on sale of investment property (786) - Deferred taxation (1,595) 393 Antecedent debenture interest (Debenture premium) (5,669) - Operating profit before debenture interest and taxation 231,230 297,198

3. FINANCIAL RESULTS (CONTINUED)

The above waterfall diagram illustrates the reconciliation between the prior year distributable earnings and that of this year, accounting for a N$26,9 million movement in distributable earnings.

4. VALUATIONSAt year end, the property portfolio was valued by Broll Valuation and Advisory Services at N$2,326 billion (2015: N$2,206 billion), which resulted in a fair value adjustment of N$84,8 million (2015: N$182,7 million). During the year, capital expenditure of N$95 million was incurred, while property to the value of N$60 million was sold. Included in the year end portfolio are properties to the value of N$30 million for which suspensive sales agreements, effective after year end, have already been signed.

The valuation methods applied are consistent with those applied in the previous consolidated annual financial statements. The following are key inputs into the models: discount rates, capitalisation rates and reversion rates.

DISTRIBUTABLE EARNINGS MOVEMENT

98,000

103,000

108,000

113,000

118,000

123,000

128,000

133,000

138,000

103,214

2015

Rental

revenue

s

Dividen

d receiv

ed

Electric

ity reco

veries

Electric

ity exp

enses

Rental

expense

s

Other exp

enses

Finance

costs

Taxatio

n

Antecede

nt distr

int

Other inc

ome 2016

11,9481,841

299 1,856 4,359

9,1281,988

5,669 130,07816,189 13,984

Negative ImpactPositive Impact


CONTINUED


4. VALUATIONS (CONTINUED)In summary, the table below sets out the weighted average capitalisation rates and discount rates:

Thenetassetvalueperlinkedunitincreasedby6.2%(2015:16.6%)from1915centsperunitin2015to2034centsperunitinthecurrentyear.The realisable net asset value is calculated by adding back distributions that have been raised as a provision and declared to unitholders and is 2 124 cents per unit (2015: 2 002 cents per unit). The main drivers of the increase in net asset value are the positive fair value adjustment of the property portfolio and the rights issue during October 2015, concluded at an issue price in excess of the net asset value per linked unit.

5. FUNDING ARRANGEMENTSTotal interest-bearing borrowings utilised by the Group amounted to N$695,9 million (2015: N$872,1 million) at year end, while the total facilities available to the Group amounted to N$972,7 million (2015: N$941,8 million), leaving available N$286 million for further expansion and capital projects.

Theweightedaverageinterestrateofthevariableinterestrateborrowingsis9.3%(2015:9.4%).Theoverallweightedaverageinterestrateiscurrently9.4%(2015:8.7%).Thefinancialyearclosedwithagearingratioof29%(2015:38.8%).

The Company strategically positioned itself by executing a rights issue during October 2015, which injected N$236 million additional capital into the Company, freeing up loan facilities to fund potential developments and acquisitions. The rights issue also contributed to the decrease in finance charges.

The majority of the borrowings are either linked to the South African prime rate or JIBAR rate. During the course of the year, the South African primerateincreasedfrom9.25%atthestartofthefinancialyearto10.5%attheend.

One third of the original Term Loan Facility from Absa Bank Limited was settled from the proceeds of the rights issue during October 2015. Absa Bank Limited agreed to increase the existing revolving credit facility with N$110 million to finance the construction of the new Virgin Active Health Club. It is the intention of management to convert the portion of the revolving facility utilised for the construction to a term loan facility upon the completion of Virgin Active.

PROPERTY TYPE CAPITALISATION RATE % DISCOUNT RATE %2016 2015 2016 2015

Retail 8.6 8.7 14.1 14.2Industrial 9.5 9.9 14.6 15.4Office 9.5 9.8 15.2 15.6Portfolio average 9.0 9.1 14.2 14.4


CONTINUED


5. FUNDING ARRANGEMENTS (CONTINUED)The graph below illustrates the maturity profile of the total interest-bearing borrowings (based on utilised balances), together with the weighted average costs of borrowings.

DEBT PROFILE

TheGrouphasenteredintoaN$100million,two-yearterm,vanillaswapinJune2016,atafixedrateof7.81%toreplacetheswapwhichmaturedduring November 2015. The fixed-rate to variable-rate borrowings ratio is 57:43 (2015: 46:54). As at 30 June 2016, the interest rate exposure of Oryx was hedged with fourswaptransactionstotallingN$400million(2015:N$400million),withaweightedaveragecostof7.5%(2015:8%),pricedagainstthethreemonth JIBAR rate. The graph below illustrates the maturity profile of the swaps, together with the weighted average costs of said swaps.

SWAP PROFILE

-

50,000

100,000

150,000

200,000

250,000

2021201920182017RCF

143,524

70,24552,499

219,635 210,000

%

%

N$

N$

Year maturing

N$’00

0

8.6%

8.8%

9.0%9.1%

9.8%

9.2%

9.4%9.5%

9.2%

9.4%

9.6%

9.8%

Weigh

ted av

erage

rate

-

50,000

100,000

150,000

200,000

250,000

300,000

350,000

2017

100,000

300,000

2018

Year maturing

N$’00

0

7.46%

7.47%

7.47% 7.47%

7.48%

7.48%

7.49%

7.49% 7.49%7.50%

Weigh

ted av

erage

swap

rate


CONTINUED


5. FUNDING ARRANGEMENTS (CONTINUED)The maturity dates of the swaps maturing during the 2018 financial year are July 2017, October 2017 and June 2018. Management will continue to monitor the current and expected interest rate environment in order to assess the best time to fix interest rates.

LOAN COVENANTS

6. LOOKING AHEADThe Group is adequately funded for its immediate acquisitions and developments. The strategic investment plan for the next 3 (three) years will require additional funding and negotiations have commenced in this respect.

DEBBIE SMIT CHIEF FINANCIAL OFFICER 10 October 2016

REQUIRED ACTUAL ACTUAL2016 2015

Interest cover ratio excluding interest on linked debentures >1.6 2.83 2.36

Gearing <50% 29.0% 38.8%Net asset value >N$500 million N$1,583 million N$1,265 millionLoan (utilised) to value ratio of Maerua Mall Node <50% 23.0% 32.5%Vacancies at Maerua Mall Node <10% 2.2% 1.60%Loan (utilised) to value ratio of South African properties <50% 41.5% 48.40%


SUSTAINABILITY REPORT

INTRODUCTIONIt is of great importance in this modern day and age that businesses not only focus on goals affecting them but are also mindful of the effect their operations have on communities and the environment in which they operate.

Through corporate social responsibility and sustainability projects, Oryx not only strives to meet the requirements of direct stakeholders, but also endeavour that its projects have a valuable and lasting effect on the community at large.

By uplifting Namibian society, it is possible to have meaningful local economic growth in the short term and, most importantly, sustained growth in the long term supported by focused corporate social repsonsibility (‘CSR’) projects and committed local Namibian businesses such as Oryx, leading to an overall betterment of living standards.

SPCA

Over 2,000 dogs and more than 800 cats are brought annually to the Society for the Prevention of Cruelty to Animals of Windhoek (‘SPCA’). Alarmingly, this number keeps increasing as more cases of illegal breeding, abuse, lost and donated cats and dogs are reported.

Sustained only by donations and grants, the SPCA is in dire need of any help, financially or by way of material donations. Oryx responded to this call of our neighbour, by hosting the Christmas and Winter Drive in Maerua Mall each year where shoppers are requested to donate blankets, dog food, toys and money to help keep the animals at the SPCA happy until they are adopted into a new and loving family. For three days, Oryx sponsored the exhibition space and provided advertisement on LED TVs throughout the mall. Oryx also donated a range of blankets, toys, food and dog jerseys to keep the worst chill at bay. An astounding N$15,000 as well as various merchandise items was donated.

SPONSORED PROMOTION SPACES AND ADVERTISING

The installation of LED TVs in Maerua Mall has played a major role in the creation of awareness for several campaigns that Oryx holds close to the heart. By sponsoring the exhibition spaces as well as the advertising of over N$3,000, the campaign’s reach substantially increases as the initiative’s message is spread to shoppers.


SUSTAINABILITY REPORT CONTINUED

SPCA (CONTINUED)

With the animals present, excitement was abundant in the mall and revealed the positive transformation people could make in these animals’ lives by considering adoption. The project also highlighted to shoppers what loyal and loving companions these animals could be to them and their families.

NAMIBIAN EMERGENCY CARE PRACTITIONER ASSOCIATION (‘NECPA’)

With the aim of increasing survival rates of patients in emergency situations, NECPA launched a cardiopulmonary resuscitation (‘CPR’) awareness campaign aimed at educating the public to recognize the prerequisites for emergency CPR and have the skills to perform CPR if needed.

With an exhibition space in Maerua Mall, they were able to educate and inform the public about CPR. Techniques were demonstrated as well as vital information given regarding who to call and queries answered regarding emergency care.

Oryx believes that vital emergency information such as what NECPA aims to highlight, could be one of the most important skills to have and aims, through cooperation with such institutions, to ensure a safer Namibia.

FREEDOM CLIMB

Freedom Climb in aid of the prevention of human trafficking is a world-wide project aimed at raising awareness of obscene human trafficking. Through donations and sponsorships, women from all over the world, including two Namibian women, climbed Mount Kilimanjaro signifying the ‘mountain’ thousands of people world-wide climb to escape the grips of enforced labour.

Oryx donated an exhibition space and free advertisement throughout the month on LED TVs. Freedom Climb sold merchandise and provided information about the harsh realities of human trafficking and ways in which the public could assist in this battle. All proceeds collected were donated to Namibian Non-Governmental Organisations (‘NGOs’) that are specifically aimed at uplifting and educating Namibian adults and children caught in poverty. Well over N$95,000 was collected, making the Freedom Climb a huge heart-warming success.



NAMIBIAN BLOOD TRANSFUSION SERVICE (‘NamBTS’)

Withamere0.8%oftheNamibianpopulationdonatingbloodregularly, blood is almost always in short supply and by only receiving one extra donation from a person, three more lives are potentially saved.

Oryx is aware of and sensitive to the dire situation these dismal statistics place NamBTS in and actively assist NamBTS through advertising and monthly mobile blood donation stations to create as much awareness as possible and garner support for this vital lifesaving service.

NamBTS and Oryx have a long standing relationship and we are proud to be one of their number one supporters.

SENIOR PARK OLD AGE HOME HIGH TEA

With most of the focus on the youth of Namibia, we tend to forget about the older generations and the hard work they did in forging the great nation that Namibia is today.

To thank them for their years of loyal support and to socialize with them and listen to all their fascinating stories, Oryx hosted a number of High Tea events each Friday from 18 November to 16 December 2015.

The residents were very excited, donning their Sunday best as well as the most beautiful hats and gloves. Beautiful invitations were made and tea and cake was served in a stunning setting in Baines Centre decorated in a fitting vintage manner.

It is important to Oryx that young and old feel appreciated, especially the loyal clients that have stood by us and supported us for many years.

CANCER ASSOCIATION OF NAMIBIA (‘CAN’)

CAN is more of a community than an association with emphasis not only on awareness, but also on support of patients whether it be financially, emotionally or physically. Through cooperation with various businesses and media outlets, CAN is able to reach local communities and assist them in their fight against cancer. Oryx is proud to be one of the businesses that stands together with CAN and as such hosts a number of cancer awareness and fundraising events each year in Maerua Mall as well as assists in raising awareness through social media and advertisements. Annual ‘shavathons’ are held with great success, supported by young and old. For those a little hesitant of a shave, funky hair sprays are also offered.

‘Blikskud’ initiatives are also held several times a year. One of the highlights of the year was the awareness campaign of Children Fighting Cancer Namibia where the Maerua Office Tower was coloured gold with spotlights in honour of all the brave little heroes fighting cancer in Namibia.



WINTER WARMER KINDERGARTEN PROjECT

With the worst of winter being felt by tiny little bodies going to school in ice cold corrugated buildings, Oryx launched a project aimed at providing a warm bowl of soup to three kindergartens nearby.

Morukutu Kindergarten with its 45 children and two teachers, AK Kantangolo housing 70 children and four teachers and Morning Star, with 69 children and four teachers with the principal, were all in need of Oryx’s support.

The project was kicked off by donating 15 kg of beef, 163 brötchens, margarine, vegetable combos consisting of onions, potatoes, carrots, butternut and lemons, packets of soup mix, various spices and 200 apples.

With a warm meal, these children could take on the day with renewed vigour. Oryx realized, however, that this was an ongoing project as the needs of these children far exceeded simply something to eat. Oryx has therefore decided to continue its relationship with these schools by providing much needed educational material to stimulate these little minds.

Children are the future of Namibia and Oryx firmly believes that by standing together to better the environment in which they learn, we can shape their futures to become strong and proficient leaders.

HUIS MAERUA ORPHANAGE SHOEBOX PROjECT

‘All children have wings, we only need to teach them to fly.’ – This is a statement Oryx believes encompasses the responsibility of all businesses in Namibia. By uplifting those facing challenges and providing a helping hand, we show that there is good in the world and that with hard work and determination, you can get anywhere in life you dream to be.

Oryx and staff donated a total of 37 shoeboxes, filled with toothpaste, toothbrushes, clothes, soap, body lotions and shampoo. As the ages of children living in Huis Maerua range from around 4 to 18 years, we packed the boxes accordingly. The youngsters received educational toys whilst the older children all received a range of writing materials. We topped off the boxes with a nice treat of juice, sweets and crisps.

With more than N$3,000 of goods, we hope to have helped fill the gap these establishments face in the current economic conditions but, most importantly, put a smile on the children’s faces as that is the true aim of Oryx’s projects.



CHRISTMAS PROjECTS

With the current depressed economic environment across the globe, Oryx’s focus was primarily on uplifting our own people and keeping money in our local economy.

Oryx launched the festive season with a focus on our unique Namibian culture and sought ways to incorporate that into Christmas decorations in Maerua Mall and Baines Centre. Through innovative incorporation of Namibian resources and a focus on local community sustainability, Christmas decorations that were distinctly Namibian were created.

Oryx approached the Christmas decor project with principles of sustainability through skills development and the use of environmentally friendly materials whilst keeping in mind Namibia’s unique artistic fingerprint.

A Christmas tree was built and decorated with crafted doves made from the alien invasive Prosopis tree as a symbol of reducing its destructive impact on our environment. All artists and craftsmen and women were sourced from local communities which set a foundation for an art and design culture that can be sustained and become a local economic asset to Namibia.

We again chose to focus on the youth of Namibia this year as we encouraged small children to write messages of inspiration to their fellow Namibians. Once the message was written, it could be exchanged for a delicious ginger-cookie made by some senior citizens.

Children were also encouraged to join in the fun of crafting with lessons in folding origami doves which were then released to ‘fly’ over the lifts.



NAMFEVER

Oryx is a proudly Namibian company and via its new project, Namfever, it aims to spread this pride to the rest of Namibia. To set it apart from the other centres in Namibia, Maerua Mall wants to create a distinct Namibian experience when visiting the mall. The aim is to showcase the extraordinary Namibian talent, manufacturing expertise, products and tourism destinations our country has to offer. For three months, a range of events will be held to specifically showcase Namibian treasures.

PHOTO COMPETITIONThe Namfever photo competition showcases the most beautiful photographs taken in Namibia, of Namibia by amateur and professional photographers.

TEAM NAMIBIA POP-UP-SHOPThe goal is to inspire a proudly Namibian feeling in Maerua Mall, boost the local economy and in the process create a sustainable future by promoting the use of local products and services.

Maerua Mall will work closely with Team Namibia, a non-profit organisation that mobilises Namibian consumers to buy local and promotes local production. The Pop-Up-Shop will give local Namibian producers a chance to showcase their products at our exhibition stands throughout the mall. These exhibitions will run from July to September during the Namfever promotion.

TOURISM EXPOBy promoting and showcasing local Namibian Tourism and lodges, Namibians will be made aware of the beautiful getaway destinations that are available to them right in their backyards. With 16 lodges from all the regions of Namibia taking part in the expo and each lodge or hotel giving a weekend away, it is sure to be a hit with shoppers.

SOLAR POWER PROjECT

Oryx installed a 1 megawatt roof top solar power plant with 4,000 grid-connected photovoltaic solar panels in September 2015. After the installation, the electrical day time consumption fortheMaeruaMallnodewasreducedbyabout25%.

The solar plant produced electricity of 1,407 MW per hour since it was commissioned which is equal to a saving in total CO2 emission of 1,128 ton. This is equal to taking approximately 221 cars off the road for a year.


CORPORATE GOVERNANCE

The Board of directors is committed to achieving the highest standards of corporate governance as a key component of its vision and growth strategy, and ensuring the long-term sustainability of the Group. Oryx aims to maintain good corporate governance within the Group (‘Oryx’) and endorses the principles of openness, integrity, accountability and transparency. The Board further aims to apply the best-practice recommendations, as set out in the NamCode, in a manner that reflects the stature, market position and size of the Group. Other than where an explanation for non-compliance with the principles of the NamCode has been provided, the Group has applied all the NamCode principles.

This section provides an overview of our corporate governance philosophy and practices.

OVERVIEWThe Board is of the view that sound corporate governance practices are fundamental to earning the trust of stakeholders, which is critical to sustaining performance and preserving unitholder value.

The Board is the highest decision-making body in the Group. It approves the Group’s strategy and ensures that the strategy is aligned with the Group’s values. It monitors strategy implementation and performance targets as well as the risks involved in the implementation of the strategy. It is collectively responsible for the Group’s long-term success.

The Board is accountable to unitholders and strives to balance the interest of the Group with those of its various stakeholders. Frequent scheduled board meetings are held to plan and review strategy, financial performance, resources, operations, risk, capital expenditure, reporting and compliance matters, standards of conduct, transformation, diversity, employment equity, human resources and environmental management. A clear division of responsibilities between the directors is maintained to ensure that no single director has unfettered decision-making powers.

NAMCODEThe Board, management and employees of the Group are fully committed to complying with all applicable regulatory requirements as well as the NamCode. As a listed entity, we are obliged to comply with the NSX Listing Requirements.

The Board is of the opinion that, in the year under review, the Group has complied with the majority of the NamCode principles. This is evidenced by the information disclosed throughout this report.

An overview of all the principles and the extent of their application are illustrated on pages 72 to 73.

Board StatementThe Board’s role is to provide strategic direction and leadership, to promote shareholder value and enhance sustainability of the business, to the benefit of the company and all its stakeholders. To ensure they act with independence and integrity, directors are required to abide by Oryx’s Code of Ethics and policies promoting ethical behaviour.


CORPORATE GOVERNANCE CONTINUED

FINANCIAL REPORTING AND GOING CONCERNThe Board is required to confirm that it is satisfied that the Group has adequate resources to continue in business for the foreseeable future.

The assumptions underlying the going concern statement include:• Budgetingandforecasts;• Profitability;• Capital;• Liquidity;and• Vacancies in key management.

In addition, the directors are responsible for monitoring and reviewing the preparation, integrity and reliability of the annual financial statements, accounting policies and the information contained in the Integrated Annual Report.

In undertaking this responsibility, the directors are supported by an ongoing process for identifying, evaluating and managing the significant risks the Group faces in preparing financial and other information contained in this Integrated Annual Report. The process is implemented by management and is independently monitored for effectiveness by the Risk, Audit and Compliance Committee.

Our annual financial statements are prepared, considering: • The Group’s strategy, prevailing market conditions and business

environment;• Natureandcomplexityofourbusiness;• Risksweassume,andtheirmanagementandmitigation;• Keybusinessandcontrolprocesses;• Operationalsoundness;• Accountingpoliciesadopted;• Corporategovernancepractices;• Desiretoproviderelevantandcleardisclosures;and• Operation of board committee support structures.

The Board is of the opinion, based on the knowledge of the workings of the Group and key processes in operation, that there are adequate resources to support the Group as a going concern for the foreseeable future.

The Board is also of the opinion that the risk management processes and systems of internal control are effective.

INTERNAL CONTROLRisks and controls are reviewed and monitored regularly for relevance and effectiveness. The Risk, Audit and Compliance Committee assists the Board in this regard. The Board recognises its responsibility for the overall risk and control framework and for the ongoing review of its effectiveness.

Internal controls are designed to mitigate and not to eliminate significant risks faced. Such a system provides reasonable but not absolute assurance against error, omission, misstatement or loss. This is achieved through a combination of risk identification, evaluation and monitoring processes, appropriate decision making, assurance and control functions such as risk management and compliance. These ongoing processes were in place throughout the year under review and up to the date of approval of the Integrated Annual Report.

INTERNAL FINANCIAL CONTROLSInternal financial controls are based on established procedures and policies. Management is responsible for implementing internal financial controls by ensuring that personnel are suitably qualified, that appropriate segregation exists between duties and that there is a suitable level of independent review. These areas are monitored by the Board through the Risk, Audit and Compliance Committee.

Processes are in place to monitor internal control effectiveness, identify and report material breakdowns and ensure that timely and appropriate corrective action is taken.

THE BOARD OF DIRECTORSThe Board is ultimately responsible for the financial performance and corporate governance of the Group.

The Board, together with the constituted board committees, are responsible for assessing and managing risk policies, assuring appropriate internal controls, overseeing major capital expenditure or acquisitions and disposals. The Board, together with management, implements the plans and strategies.

The Board seeks to exercise leadership, integrity and judgement in pursuit of strategic goals and objectives, to achieve long-term sustainability, growth and prosperity. It provides leadership within a framework of prudent and effective controls which ensures that risks are assessed and properly managed.



THE BOARD OF DIRECTORS (CONTINUED)The Board is guided by a Board Charter and Approval Framework, which provides a framework within which the Board operates as well as the type of decisions to be taken by the Board and which should be delegated to management.

The Board: • ApprovestheGroup’sstrategy;• EnsuresthattheGroupcomplieswiththeapplicablelawsandconsidersadherencetonon-bindingrulesandstandards;• Isresponsibleforthegovernanceofrisk,includingthatofinformationtechnology(‘IT’);• Actsasafocalpointforandcustodianofcorporategovernance;• Provideseffectiveleadershipbasedonethicalfoundations;and• Ensures the Group is and is seen to be a responsible citizen.

The Board meets its objectives by reviewing and guiding corporate strategy, setting the values and standards, promoting high standards of corporate governance and ensuring that obligations to its unitholders and other stakeholders are understood and met. By understanding the key risks, determining its risk tolerance and approving and reviewing the processes in operation, the Board seeks to mitigate the impact of risk incidents.

Certain matters are specifically reserved for the Board. To achieve its objectives, the Board may delegate certain of its duties to various board committees, or the CEO, without abdicating its own responsibilities:

• The Board has formally defined and documented, by way of terms of reference, the authority it has delegated to the various board committees;and

• In fulfilling its responsibilities, the Board is supported by management in implementing the plans and strategies approved by the Board.

Furthermore, directly or through its sub-committees, the Board:• Assesses the quantitative and qualitative aspects of performance through a comprehensive system of financial and non-financial monitoring

involving an annual budget process, detailed monthly reporting, regular review of forecasts and regular management, strategic and operational updates;

• Approvesannualbudgets,capitalplans,projectionsandbusinessplans;• Monitorscompliancewithrelevantlaws,regulationsandcodesofbusinesspractice;• Ensures that there are processes in place enabling complete, timely, relevant, accurate and accessible disclosure to stakeholders and monitors

communicationwithallstakeholderstoensuretransparentandeffectivecommunication;• Identifiesandmonitorskeyriskareasandkeyperformanceindicators;• Reviewsprocessesandprocedurestoensuretheeffectivenessofinternalsystemsofcontrol;• Ensurestheadoptionofsustainablebusinesspractices,includingsocialandenvironmentalactivities;• Assisted by the Risk, Audit and Compliance Committee, ensures appropriate IT governance is in place, and ensures that the process is aligned

totheperformanceandsustainabilityobjectivesoftheBoard;• Ensures that appropriate risk governance, including IT, is in place including continual risk monitoring by management, determines the levels

ofrisktoleranceandthatriskassessmentsareperformedonacontinualbasis;• EnsurestheintegrityoftheGroup’sIntegratedAnnualReport,whichincludessustainabilityreporting;and• Evaluates the performance of senior management and considers succession planning.



MEMBERSHIPIn accordance with the Board Charter, the composition of the Board is reviewed annually by the Remuneration and Nomination Committee.

The Board of directors consists predominantly of non-executive directors, who bring to the Group a wide range of skills and experience which allows them to contribute independent views and the exercise of objective judgement in matters requiring the directors’ decisions.

During the course of the year under review, the Board comprised two executive directors and seven non-executive directors, until 26 February 2016, when an additional non-executive director was appointed. At 30 June 2016, the Board is compliant with Principle C2-18 of the NamCode in that the majority of non-executive directors were independent.

Factors used to determine the independence of non-executive directors are detailed below: CHAIRMAN AND CHIEF EXECUTIVE OFFICERThe roles of the Chairman and Chief Executive Officer (‘CEO’) are distinct and separate, with a clear division of responsibilities. The Chairman leads the Board and is responsible for ensuring that the Board receives accurate, timely and clear information to ensure that directors can perform their duties effectively. The roles and responsibilities of the CEO are as set out in Principle C2-17 of the NamCode.

COMPANY SECRETARYThe role of the company secretary is performed by Ms Engela Pagel. She is not a director or shareholder of the Group, and the Board is of the opinion that she maintains an arm’s-length relationship with the Board and the individual directors as envisaged by the NSX Listing Requirements.

The company secretary is responsible for the flow of information to the Board and its committees and for ensuring compliance with board procedures. All directors have access to the services of the company secretary, whose appointment and removal are a board matter.

RE-ELECTION OF BOARD MEMBERSIn accordance with Oryx’s Articles of Association, all non-executive directors are subject to retirement by rotation after a period not exceeding three years or by reaching retirement age of 70 years.

According to the Board Charter, a director should retire at the age of 70, but an appointment may be extended on a year-to-year basis. Mr NBS Harris, having reached the retirement age of 70 years, was requested to extend his appointment for another year with effect from 1 July 2016 to 30 June 2017, which he accepted. The reappointment was approved by the Board at the August 2016 meeting. Mr F Uys, who will turn 70 in February 2017, was requested to extend his appointment with effect from 1 March 2017 to 30 June 2017, which he accepted. The reappointment was approved by the Board at the August 2016 meeting.



BOARD MEMBERS AS AT 30 jUNE 2016

COMPOSITION OF THE BOARD OF DIRECTORS

NAME OF DIRECTOR YEAR OF APPOINTMENTNUMBER OF YEARS

UNINTERRUPTED SERVICE STATUS

F Uys (Chairman) 2002 14 years Independent

A Angula 2013 3 years Independent

J Comalie 2012 4 years Independent

NBS Harris* 2012 4 years Independent

P Kazmaier 2016 4 months Independent

JC Kuehhirt 2007 9 years Independent

M Shikongo 2011 5 years Independent

A Swanepoel 2006 10 years Independent

* South African

DIRECTOR INVESTMENT COMMITTEEREMUNERATION &

NOMINATIONRISK, AUDIT AND

COMPLIANCEINDEPENDENT, NON-EXECUTIVE (8)

F Uys (Chairman)

A Angula

J Comalie

NBS Harris* CM CM P Kazmaier (Appointed 26/02/2016)

JC Kuehhirt CMM Shikongo

A Swanepoel

EXECUTIVE (2)

SI de Bruin (CEO) (Resigned)

C Fourie (COO)CM = Chairman



DEMOGRAPHICS OF THE BOARD

TENUREThe Remuneration and Nomination Committee assesses the composition, tenure and independence of the Board and sub-committees on an annual basis.

Mr Francois Uys, who also acts as Chairman of the Board, is a shareholder in TLP Investments One Three Seven (Pty) Ltd, which holds a20.6%interestinOryx.HisindirectinterestinOryxis4.9%asat 30 June 2016. The independence of the Chairman was deliberated by the Remuneration and Nomination Committee and it was confirmed that it is satisfied that his direct shareholding does not impair his independence as Chairman of the Board. As Chairman, he is also regarded as being independent in character and judgement.

The Board is of the view that the non-executive directors are independent of management and promote the interests of stakeholders. The balance of executive and non-executive directors is such that there is a clear division of responsibility to ensure balance of power, such that no individual or group can dominate board processes or have unfettered powers of decision-making.

SKILLS, KNOWLEDGE, EXPERIENCE AND ATTRIBUTES OF DIRECTORSThe Board considers that the skills, knowledge, experience and attributes of the directors as a whole are appropriate for their responsibilities and the Group’s activities.

• Understanding of the economics of the sectors in which the Group operates;

• Knowledge of the regulatory environments in which the Group operates;and

• Financial, accounting, legal and property experience and knowledge.

The skills and experience profile of the Board and its committees are reviewed annually by the Remuneration and Nomination Committee, to ensure an appropriate and relevant composition from a governance, succession and effectiveness perspective.

PERFORMANCE EVALUATION OF BOARD AND COMMITTEESThe performance of the Board and its committees is formally evaluated on an annual basis and covers all areas of the Board’s processes and responsibilities.

The performance evaluation process takes place in the form of evaluation questionnaires. The results are considered and deliberated within the Board.

CATEGORY TOTAL MALE FEMALEPREVIOUSLY

DISADVANTAGED

PREVIOUSLY DISADVANTAGED

AS A % TOTAL

Total Board 10 8 2 3 30

Non-executive Directors 8 6 2 3 38

Executive Directors 2 2 - 0 0

Previously disadvantaged directors 3 1 2 3 100

Female previously disadvantaged directors 2 - 2 2 100



REMUNERATIONDetails of directors’ remuneration are set out in the Remuneration report on pages 66 to 71.The fees payable to the non-executive directors are fully disclosed and subject to the approval of the unitholders.

BOARD MEETINGSThe Board meets at least four times annually. Six board meetings were held during the reporting period.

The Chairman is responsible for setting the agenda for each meeting, in consultation with the Chief Executive Officer and the company secretary. Comprehensive information packs on matters to be considered by the Board are provided to directors in advance of the meetings.

BOARD AND COMMITTEE MEETING ATTENDANCE FOR THE YEAR

DIRECTORS’ DEALINgSGroup policy prohibits dealings by directors and certain other managers in periods immediately preceding the announcement of its interim and financial year end results and at any other time deemed necessary by the Board. At all other times, approval from the Chairman of the Board or another appointed board member is required before purchasing units.

CONFLICT OF INTERESTOne of the fundamental duties of a director is to avoid any possible conflict of interest with the Group. It is an accepted principle that, as a result of the trust placed in a director, he or she is bound to put the interests of the Group before his/her own.

Section 242 of the Companies Act makes clear provision for dealing with a director’s use of company information and conflict of interest. Where a director has a conflicting personal financial interest (where his/her own interests are at odds with the interest of the company), he/she is prohibited from making, participate in the making, influencing or attempting to influence any decision in relation to that particular matter.

BOARD MEMBER BOARDRISK, AUDIT & COMPLIANCE

REMUNERATION & NOMINATION INVESTMENT APOLOGIES

Total number of meetings 6 2 3 2

NON-EXECUTIVE

F Uys 6/6 3/3 2/2 0

A Angula 5/6 1/2 2

J Comalie 5/6 2/2 1

NBS Harris* 6/6 3/3 2/2 0

P Kazmaier (appointed 26 February 2016) 3/6 1/2 0

JC Kuehhirt 6/6 2/2 3/3 1/2* 0

M Shikongo 6/6 0

A Swanepoel 3/6 1/2 4

EXECUTIVE

SI de Bruin (resigned 30 June 2016) 4/6 2/2* 3/3* 2/2 0

C Fourie 4/6 2/2* 2/2* 0

* By invitation



CONFLICT OF INTEREST (CONTINUED)In addition, where a director has a conflicting personal interest in respect of a matter on the board agenda, he/she has to declare the personal interest and immediately leave the meeting. A director is also prohibited from any action that may influence the discussion or vote by the Board and is prohibited from executing any document on behalf of the Company in relation to the matter, unless specifically requested to do so by the Board.

It should be noted that section 242 of the Act extends the application of the conflict of interest provision to prescribed officers and members of board committees (even if those persons are not directors).

The conflict of interest provision applies equally to persons related to the director. Thus, where a director knows that a related person has a

personal financial interest in a matter to be considered at a meeting of the Board, the director should disclose that fact to the Board. Further, should a director become aware that a related person has acquired a personal financial interest in a matter, after the Board has approved that agreement or matter, the director should disclose that fact to the Board.

BOARD COMMITTEESThe Board is empowered to delegate to various sub-boards and executive committees. The committees have specific terms of reference, appropriately skilled members and access to specialist advice when necessary.

JC Kuehhirt(Chairman)

A Angula JJ Comalie

NBS Harris JC Kuehhirt MK Shikongo A SwanepoelP Kazmaier (Appointed 26 February 2016)

P Kazmaier

Sl de Bruin(CEO)

(Resigned 30 June 2016)

C Fourie(COO)

F Uys(Chairman)

A Angula JJ Comalie

NBS Harris(Chairman)

Sl de Bruin(CEO)

A Swanepoel F Uys

Investment Committee

Risk, Audit & Compliance Committee

NBS Harris(Chairman)

JC Kuehhirt F Uys

Remuneration & Nomination Committee

Board of Directors

CORPORATE STRUCTURE


INVESTMENT COMMITTEE

Oryx has an Investment Committee that is accountable to the Board for monitoring and supervising the Group’s strategic objectives and implementing the Board’s instructions.

The Committee comprises at least three non-executive directors and one executive director. The members of the committee as a whole must have sufficient qualifications and experience to

fulfil their duties.

The Committee has an independent role, operating as an overseer and makes recommendations to the Board for its consideration and final approval. The Committee does not assume the functions of management, which remain the responsibility of the executive directors, officers and other members of senior management.

The Investment Committee’s role and responsibilities include:

• Reviewandapprove,basedonpredeterminedauthoritylevels,anyproposed; - Acquisitionsordisposalsofinvestmentpropertiesorrelatedinvestments; - Developmentorredevelopmentopportunities; - Anyotherinvestmentsforwhichtheboardmayrequireinvestmentcommitteeapproval;

• EnsureallinvestmentproposalsapprovedbythecommitteeareinthebestinterestoftheGroup;• DevelopingandrecommendinganinvestmentstrategyfortheCompany;• Setcriteriaandtargetsforinvestments;• MonitoringtheCompany’sdebtfixprocesswithintheapproveddebtfixingstrategy;• DevelopingandrecommendingsustainabilitypracticesfortheCompany;and• Developing and recommending the vision and execution of a Social Investment program for the Company.

KEY EVENTS FOR THE YEAR:• ReviewedandapprovedtheInvestmentStrategyfortheforthcomingyear;• Reviewedandapprovedtheswaptransactionenteredinto;• Reviewed,assessedandapprovedre-financingofNedbankLimitedSouthAfricaloan;• Reviewed,assessedandapprovedvariouspropertytransactions;and• Motivated the need for, the quantum of and the timing and pricing of the rights issue.

ATTENDANCE AT MEETINGS:The Committee meet at least twice per annum and more frequently as required.Details of directors’ attendance are set out in the Corporate Governance report on page 56.

NBS HARRIS CHAIRMAN - INVESTMENT COMMITTEE10 October 2016


RISK, AUDIT ANDCOMPLIANCE COMMITTEE

The primary objective of the Board’s Risk, Audit and Compliance Committee is to provide the Board with additional assurance regarding the efficiency and reliability of the financial information used by the directors and to assist them in the discharge of their duties. The committee provides comfort to the Board that adequate and appropriate financial and operating controls are in place, that significant business, financial and other risks have been identified and are being suitably managed and that satisfactory standards of governance, reporting and compliance are in operation.

TERMS OF REFERENCEThe Committee has adopted a formal charter which has been approved by the Board and has been incorporated in the Board charter.

STATUTORY DUTIESIn the execution of its statutory duties relating to the financial year under review, the Risk, Audit and Compliance Committee:

• Recommended Deloitte Namibia, a registered auditor who, in the opinion of the Committee, is independent, for appointment as external auditorsoftheCompany;

• Determinedthefeestobepaidtotheauditorsandtheauditors’termsofengagement;• Ensured that the appointment of the auditors complied with the provision of the Companies Act, and any other legislation relating to the

appointmentofauditors;• Preparedareport,whichhasbeenincludedintheannualfinancialstatementsoftheCompany,forthefinancialyearunderreview;and• Made submissions to the Board on any matter concerning the Group’s accounting policies, financial control, records and reporting.

The Committee has fulfilled its delegated duties for the year under review.

REGULATORY COMPLIANCEThe Committee has complied with all the applicable regulatory and legal responsibilities.

EXTERNAL AUDITBased on processes followed by the Committee and assurances received from the external auditors, nothing has come to our attention with regards to the independence of the external auditors.

Based on our satisfaction with the results of the activities outlined above, we have recommended to the Board that Deloitte should be re-appointed for the financial year ending 30 June 2017.

INTERNAL AUDITThe Committee approved the appointment of KPMG for internal audit services for the Group during July 2016.

TERMS OF ENGAGEMENT AND FEES PAID TO EXTERNAL AUDITORThe Committee, in consultation with executive management, agreed to the engagement letter, terms, audit plan and budgeted fees for the financial year ended 30 June 2016. The Committee considered the fee to be fair and appropriate. The audit plan and budgeted fee for the 2017 financial year will be presented at the next Audit, Risk and Compliance Committee meeting.

Information relating to non-audit services provided by the appointed external auditors of the Company has been disclosed in the notes to the annual financial statements.


FINANCE FUNCTIONThe Committee has reviewed the annual financial statements of the Group, and is satisfied that they comply with International Financial Reporting Standards.

The external auditor has expressed an opinion on the annual financial statements for the year ended 30 June 2016, refer to page 75.

We are satisfied that Ms Debbie Smit, the Chief Financial Officer (‘CFO’) for the financial year ended 30 June 2016, has the appropriate expertise and experience to meet her responsibilities in the position.

We are satisfied with:• Theexpertiseandadequacyofresourceswithinthefinancefunction;and• The experience of the senior financial management staff.

In making these assessments, we have obtained feedback from the external auditors.

Based on the processes and assurances obtained, we believe that the accounting practices are effective.

GOING CONCERNThe Committee, through its review of the 2017 budget and discussions with executive management, reported to the Board that it supports management’s view that the Group will continue as a going concern for the foreseeable future.

INTEGRATED ANNUAL REPORTThe Committee has reviewed and commented on the financial statements and the disclosures of sustainability issues included in this Integrated Annual Report. This Integrated Annual Report was recommended to the Board for approval.

RISK MANAGEMENT

RISK MANAGEMENT AND KEY RISK FACTORSThe objective of risk management is to identify, assess, manage and monitor the risks to which the business is exposed. Oryx pursues active management policies designed to minimise the impact of risk.

The identification, assessment and management of risk is a key responsibility of the Board. In this process, directors need to find a balance between minimising risk to acceptable levels and the cost and practicalities involved in achieving this.

Accordingly, the Board has developed and maintains a thorough understanding of the various risks faced by the Group and ensures that appropriate internal controls are in place to create a strong control environment to address key risk areas. The Board also continuously satisfies itself of the adequacy, accuracy and effectiveness of information and reporting in the area of management and controls.

Oryx views risk management as the systematic process of understanding, measuring, controlling and communicating the organisation’s risk exposure to achieve its objectives. The activities involved in risk management consist of planning, organising, co-ordinating and managing a business environment that minimises the adverse impact of risk on the Group’s activities, earnings and cash flows.

RISK, AUDIT ANDCOMPLIANCE COMMITTEE CONTINUED



RISK MANAGEMENT AND KEY RISK FACTORS (CONTINUED)Oryx is primarily exposed to strategic and business risk, financial risk, regulatory and compliance risk and human resources risk.

OPERATIONAL RISKWe endeavour to manage operational risk exposures and events by maintaining and embedding an operational risk management framework which supports sound operational risk management practices.

Policies and procedures are developed to ensure that operational risk is managed in an appropriate and consistent manner. With oversight from the Board, management implements and embeds policies and procedures to manage operational risk and ensures alignment with the approved risk appetite.

ORYX’S MAJOR RISKS ARE IDENTIFIED AS FOLLOWS:

RISKPOTENTIAL

IMPACT ACTION / MITIGATING PROCEDURESSTRATEGIC AND BUSINESS RISK:

LIMITED NEW CAPITAL: The risk that the Group is not properly capitalised and funded at all times.

Medium

• Identification of significant potential investors and the market in general

• Maintaining relationships and communication with potential significant investors

• Timing and approach in capital raising exercises• Innovative financing structures• Focus on earnings growth

INVESTMENTS:Inappropriate and inaccurate investment decisions.

Medium

• Regular strategic analysis and planning• Market knowledge• Careful monitoring of past performance and results• Appointment of competent service providers• Board responsibility• New developments - tenant driven (reputable tenants)• Thorough due diligence prior to contract signature• Post-acquisition reviews - one year after acquisition / development

RELEVANCE OF BUSINESS MODEL:The risk of the model not achieving the business objectives.

High• Annual review of investment strategy• Detailed budgets for a period of at least two years

FINANCIAL RISK:

LIQUIDITy:Insufficient liquidity.

High

• Careful cash flow monitoring• Key component of capital transaction decision-making process• Innovative funding solutions• Close interaction with appropriate funders• Listed property portfolio tradeable



RISK MANAGEMENT AND KEY RISK FACTORS (CONTINUED)

RISKPOTENTIAL

IMPACT ACTION / MITIGATING PROCEDURESFINANCIAL RISK: (CONTINUED)

INTEREST RATES:Upward movement in interest rates could result in increased borrowing costs and reduced distributions.

Medium

• Careful monitoring of cash flow and involving advisors in investment decisions

• Communication with investors and capital markets• Prudent action in respect of interest rate exposure• Operating within the guidelines set by the Investment Committee

and Board (i.e. gearing ratio and fixed debt percentage)• Debt fixing approved by the Investment Committee• Hedges entered into governed by signed agreements with reputable

institutions• Frequent reporting to those charged with governance

MARKET RISK:A change or potential change in the value of the portfolio or financial instruments as a result of changes in interest rates.

Medium

• Valuation of properties determined by the directors and at least annually by a registered independent external valuer

• Communication with investors and capital markets• Maintaining earnings growth• Capital risk assumed on cash assets mitigated by investing

with reputable financial institutions

CREDIT RISK:The loss associated with a counterparty’s failure or inability to fulfil its contractual obligations.

Medium

• Majority of tenants are large South African and Namibian corporations or franchisees

• Tenant creditworthiness thoroughly assessed before leases aresigned;(assesstenants’businessplans,performcreditchecks, call for deposits and sureties)

• Credit risk in respect of trade accounts receivable diversified due to the number of tenants and the diversity of the properties let to tenants

• Reputable financial institutions used for investing and cash handling purposes

• Tenant-driven developments are done with reputable tenants• Arrear debt management and collection done in accordance

with the processes and procedures adopted by the Group• Arrear debt management and collection system diagrams

assessed, enhanced and improved on an annual basis

REPUTATIONAL RISK:

REPUTATIONAL RISK:Risk of the entity being exposed to negative publicity due to non-compliance with fit and proper industry standards and investor expectations.

Medium

• Appointment of skilled service providers and management• Approval framework limits authority of individuals• Regular reporting to Board and sub-committees• Board responsibility• Regular training and industry updates to key staff




RISKPOTENTIAL

IMPACT ACTION / MITIGATING PROCEDURESREGULATORY AND COMPLIANCE RISK:

REGULATORY AND COMPLIANCE:Possible non-compliance with regulatory requirements could result in reputational damage and financial loss.

Medium

• Standard systems, controls and procedures with clearly defined responsibilities

• Checklists• Internal audit of service providers• Risk, Audit and Compliance Committee reporting and monitoring• Board responsibility• Appointment of consultants in specialised areas

LEGAL RISK:

LITIGATION:The risk of the Group being exposed to negative publicity and loss of income.

Medium

• Approval framework limits authority of individuals• Systems, controls and procedures• Appointment of skilled managers and service providers• Service providers have adequate PI cover• Board responsibility to intervene timely on recommendation

from the Management Committee (‘MC’)

OPERATIONAL RISK:

IT:Unauthorised users gain access to the systems, failure of the systems or information compromised. Loss of financial data.

Medium

• Direct risk outsourced to competent / reputable IT service providers with adequate record keeping

• Regular backup of data• Control reviews both internal and external

PROPERTY DAMAGE OR DESTRUCTION:Damage to properties by fire or other causes could result in loss of income.

Medium

• Properties insured at replacement values• Contracted with reputable service providers• Tenants’ usage enforced in terms of lease• Ensuring provisions / restrictions are complied with

BAD DEBTS:Negative impact on distributions.

Medium

• Monthly reports on tenant arrears• Tenants over 60 days handed over to attorneys• Rehabilitation of tenants through payment plans• Tenants’ approval process (refer to credit risk)

FIRE:The risk of loss of assets, information and income as a result of fire.

Medium

• Insurance cover• Evacuation plans in place and posted in buildings• All tenants in multi-tenanted properties receiving annual training

and having access to evacuation plans• Regular servicing of all fire-fighting equipment, fire detection,

smoke extractors and sprinkler systems, etc.• Compliance with fire officer requirements




RISKPOTENTIAL

IMPACT ACTION / MITIGATING PROCEDURESOPERATIONAL RISK: (CONTINUED)

SECURITY / EMERGENCY AND SECURITY PROCEDURES:Building destruction, theft and human casualty.

High

• Ensuring that the security company is reputable• Insurance company to provide proof of public liability

insurance cover• Monthly security reporting to highlight areas of weakness and

potential targets• Emergency evacuation procedures updated regularly

with tenants• Regular training / information session with CCTV control room

and Mall Management

ENVIRONMENT:The risk of negative impact as a result of town planning and usage.

Medium

• Rezoning and development applications conducted through appropriate service providers

• Following appropriate approval process for developments / extensions

• Maintenance of verges• Ensuring usage of adjacent buildings does not negatively

impact on the property

SECTOR AND GEOGRAPHICAL SPREAD:The risk of sector and geographical concentration.

Medium• Analysing past performance• Market knowledge• Regular strategic analysis and planning

BUSINESS RISK:

CUSTODY OF ASSETS AND CONTROLS OVER RECEIPTS:Loss of assets or receipts due to theft or inadequate controls.

Medium

• Physical access controls• Adequate segregation of duties• Preparation and independent review of all major

reconciliations• Title deeds, etc. locked away in fireproof safes• Regular reporting

HUMAN RESOURCES RISK:

HUMAN RESOURCES:Loss of key staff members or executives.

Medium

• Market-related remuneration determined by Remuneration and Nomination Committee

• Training programs• Regular performance reviews• Formal recruitment process

LACK OF FORMALISED SUCCESSION PLAN FOR KEY POSITION:Negative impact on business as a result of breakdown in operations.

Medium• Scope and responsibilities of key staff including the

transfer of skills



jC KUEHHIRT CHAIRMAN - RISK, AUDIT AND COMPLIANCE COMMITTEE10 October 2016


RISKPOTENTIAL

IMPACT ACTION / MITIGATING PROCEDURESHUMAN RESOURCES RISK: (CONTINUED)

CAPACITY OF/RELIANCE ON KEY PEOPLE:Negative impact on business as a result of breakdown in operations.

Medium• Function rotations (accounting staff)• Regular assessment of staff requirements• Oryx Properties Limited reputation maintained in market place


REMUNERATION AND NOMINATION COMMITTEE

The primary objective of the Remuneration and Nomination Committee is to address the risks associated with human resources.

The responsibilities of the Committee have been amended during the financial year and now include Social and Ethics responsibilities.

This Committee has the following primary objectives in respect of Remuneration and Nominations:• AssistingtheBoardinitsresponsibilityforsettingandadministeringremunerationpolicies;• Appointment and approval of the employment contracts of the Chief Executive Officer (‘CEO’), Chief Financial Officer (‘CFO’), Chief

OperationsOfficer(‘COO’)andExecutivePropertyManager(‘EPM’);• AnnuallyreviewandapprovetheperformancecontractsinconjunctionwiththeBoardapprovedstrategyfortheCEO,CFO,COOandEPM;• AssessingperformanceoftheCEO,CFO,COOandEPM;• Approveannualincreasesofallstaff;• Approveyearendbonusesforallstaff;• ConsideringboardcompositionforrecommendationtotheBoard;• ConsideringcandidatesandrecommendingappointmenttotheBoard;• Recommendingnon-executivedirectors’feestotheBoard;• Regularlyreviewingincentiveschemestoensuretheircontinuedcontributiontounitholdervalue;• PeriodicreviewofthegeneralconditionsofemploymenttoensurecompliancewithNamibianLabourLawandIncometaxrequirements;• DeterminingandreviewingthecodeofconductforallOryxemployeesonathree-yearcycle;and• Assessing committee compliance with its charter and report to the Board.

This Committee has the following primary objectives in respect of Social and Ethics:• MonitoringtheCompany’sactivities,havingregardtorelevantlegislationandotherlegalrequirementsorprevailingcodesofbestpractice;• Socialandeconomicdevelopment;and• The Company’s standing in terms of goals and purposes of:

- Good corporate citizenship, including: » Promotionofequality; » Preventionofunfairdiscrimination; » Preventionofcorruption; » Contributiontodevelopmentofcommunitiesinwhichitsactivitiesarepredominantlyconducted;and » Sponsorship, donations and charitable giving.

- Theenvironment,healthandpublicsafety,includingtheCompany’sactivitiesandofitsservices; - Consumerrelationships,includingtheCompany’sadvertising,publicrelationsandcompliancewithconsumerprotectionlaws;and - The Company’s employment relationships, and its contribution towards the educational development of its employees.

Under its terms of reference to assist the Board, the Remuneration and Nomination Committee’s (Committee) objectives are to ensure that:• Remuneration of the executives and staff is competitive and stimulates sustainable performance and behaviour that create shared value

overthelongterm;• The Board composition and structures are appropriate, including the size and composition of the various Board committees and considering

whetherthereisanappropriatesplitbetweenexecutive,non-executiveandindependentdirectors;and• The process followed in the termination of and possible renewal of executive contracts is objective and transparent.

The terms of reference of the Committee is reviewed annually by the Board.


REMUNERATION AND NOMINATION COMMITTEE

REMUNERATION AND NOMINATION COMMITTEE CONTINUED

Concerning remuneration matters specifically, the Committee endeavours to ensure that:• Through its oversight role, the remuneration practices of staff of the Group are applied consistently in accordance with the Remuneration

PolicyandtheyarecompliantwithNamibianLabourLawandIncometaxrequirements;• QualitystaffareretainedanddevelopedwithintheGroup;• Remunerationisregularlybenchmarkedagainstotherlistedfunds;and• Employees are responsibly and fairly remunerated across the Group and equal opportunity is afforded to all employees.

The objective of the Remuneration policyThe purpose of the policy is to create a framework for managing and controlling remuneration, ensuring that Oryx is able to effectively attract and retain the talent required to achieve the desired business results.

The policy sets out Oryx’s approach to remunerating all employees across all elements of remuneration. This policy and its application is reviewed regularly.

The Remuneration and Nomination Committee structure and attendance during the 2016 financial year is set out on page 56 of the Corporate Governance report.

REMUNERATION REPORTThe policy for determining the remuneration of executive and non-executive directors is as follows:

Remuneration of executive directors is reviewed after consideration of:• RemunerationpaidtosimilarlysizedlistedpropertycompaniesinSouthAfrica;• TheannualPWCSouthAfricareportonexecutivedirectors’remunerationpracticesandtrends;and• Norms of directors’ remuneration in Namibia.

Non-executive directors’ fees are benchmarked against:• The annual PWC South Africa report on non-executive directors’ fee trends for appropriate size and sector companies listed on the

JohannesburgStockExchange(‘JSE’);• Normsofdirectors’feespaidinNamibiaperthePWCreport;and• Peer group of SA-listed property companies.

The following remuneration policies were presented to the Board and approved for Oryx employees:• Allsalariesarestructuredonacost-to-companybasiswithannualreviewseffectiveinJulyeachyear;• All employees are eligible for an annual incentive, based on the achievement of individual key performance indicators (‘KPI’). Staff bonuses

arepaidinDecember,whileexecutivesareassessedforfinancialyearsandtheirbonusesarepaidinSeptember;• Executive employees and selected senior management participate in the Long-Term Incentive scheme, which has been effective since 1 July

2014. The Long-Term Incentive scheme is based on the allocation of Oryx linked units, to be held in an executive and senior management share trust. Linked units are allocated annually based on specific performance criteria. The performance measurement criteria compare the distribution performance per linked unit of the Group against a predetermined peer group comprising South African listed property companies. The terms and conditions that regulate allocations and awards are as follows: - if the Company’s distribution growth performance per linked unit is equal to or better than the best performer in the peer group,

allocationswillbedoneatthemaximumpercentageassetoutbelow;and - if the Company’s distribution growth performance per linked unit is equal to or better than the top quartile of the peer group

distribution growth, then allocations will be done at half of the maximum percentage as set out below.


REMUNERATION REPORT (CONTINUED)• The maximum allocated and possible award of units to eligible participants shall be determined on the following basis, as a percentage of

the eligible participant’s cost-to-company remuneration pertaining to that financial year: » 50%inrespectoftheCEO; » 40%inrespectoftheCOO; » 30%inrespectoftheCFO; » 30%inrespectoftheEPM;and » Any other eligible employees at percentages as determined by the Board in its sole discretion.

Atthe2015financialyearend,thetopquartileofthepeergroupachievedagrowthindistributionpershareof10.6%.ThegrowthindistributionperunitforOryxwas7.1%,whichfellshortoftheperformancecriteriaandthusbeneficiariesdidnotqualifyforanyallocationinaccordancewiththe trust deed.

Atthe2016financialyearend,thetopquartileofthepeergroupachievedagrowthindistributionpershareof9.7%.ThegrowthindistributionperunitforOryxwas5.4%whichfellshortoftheperformancecriteriaandthusbeneficiariesdonotqualifyforanyallocationinaccordancewiththe trust deed. No provision is therefore raised for a bonus allocation under the long term incentive scheme at year end.

PERFORMANCE EVALUATION

The above graph displays the performance of the peer group compared to the performance of Oryx. Abbreviations as per Johannesburg Stock Exchange Share Code.

The Trust acquired 25 000 linked units before the 2015 financial year end. During the 2016 financial year, the Trust participated in the rights issue during October 2015 and acquired an additional 5 500 units. A further 15 000 units were acquired in the open market during December 2015.Thus a total of 45 500 units are currently held by the Trust.

As the new CEO (Gerhard van Zyl) was appointed on a two year contract, he does not participate in the Long Term Incentive Scheme.

NON-EXECUTIVE DIRECTORS’ FEES FOR THE 2016 FINANCIAL YEARThe fees paid to non-executive directors for the 2016 financial year were paid on the basis presented in the Annual Financial Statements. They were recommended by the Remuneration and Nomination Committee for approval by the Board. The unitholders approved the benchmarking methodology highlighted above and the fee structure as indicated below at the Annual General Meeting held on 25 November 2015.


EQU HYP TEX SAC IPF FVT APF EMI AWA DLT TWR RDF DIA/B VKE GRT OCT ORY

FirstQuartile Median FourthQuartilePeer performance Eliminated Peer performance

Oryx performance

0.00% 0.00%

2.00% 2.00%

4.00% 4.00%

6.00% 6.00%

8.00% 8.00%

10.00% 10.00%

12.00% 12.00%

14.00% 14.00%

16.00% 16.00%

18.00% 18.00%

20.00% 20.00%


REMUNERATION REPORT (CONTINUED)Non-executive directors’ fees are structured as follows:• Board

» Fixedfeebasedonfourmeetingsperannum,paidquarterly; » Additionalfixedfeeforchairmanbasedonfourmeetingsperannum,paidquarterly;and » Attendance of additional meetings at an hourly rate, but capped on a daily basis.

• Risk, Audit and Compliance Committee » Fixedfeebasedonthreemeetingsperannum,paidquarterly; » Additionalfixedfeeforchairmanbasedonthreemeetingsperannum,paidquarterly;and » Attendance of additional meetings at an hourly rate, but capped on a daily basis.

• Remuneration and Nomination Committee » Fixedfeebasedontwomeetingsperannum,paidquarterly; » Additionalfixedfeeforthechairmanbasedontwomeetingsperannum,paidquarterly;and » Attendance of additional meetings at an hourly rate, but capped on a daily basis.

• Investment Committee » Fixedfeebasedontwo(onepreviously)formalmeetingsperannumandadhocconferencecallmeetings,paidquarterly; » Additionalfixedfeeforchairmanbasedontwoformalmeetingsperannum,paidquarterly;and » Attendance of additional meetings at an hourly rate, but capped on a daily basis.

NON-EXECUTIVE DIRECTORS’ REMUNERATION FOR THE 2016 FINANCIAL YEAR Schedule of fees payable:

The actual fees paid to non-executive directors during the 2016 financial year are as follows:


FEESCHAIRMAN

N$

DIRECTOR/ COMMITTEE MEMBER

N$Board 270,000 150,000

Risk, Audit and Compliance Committee 157,000 105,000

Remuneration and Nomination Committee 105,000 70,000

Investment Committee 105,000 70,000

DIRECTORDIRECTORS' FEES 2016

N$'000DIRECTORS' FEES 2015

N$'000F Uys 407 362

A Angula 256 248

KF Clinton * - 57

J Comalie 256 249

N Harris 356 258

PM Kazmaier ** 40 -

J Kuehhirt 374 337

M Shikongo 151 140

A Swanepoel 219 161Total 2,059 1,812

* Resigned 29 September 2014 ** Appointed 26 February 2016


REMUNERATION REPORT (CONTINUED)PROPOSED NON-EXECUTIVE DIRECTORS’ FEES FOR THE 2017 FINANCIAL YEARThe Remuneration and Nomination Committee has proposed to the Board that there be no increases to non-executive directors’ fees for the 2017 financial year. This recommendation has been approved by the Board, subject to unitholder approval at the forthcoming Annual General Meeting. Refer to the ordinary resolution set out in the Notice of the Annual General Meeting to approve the non-executive directors’ remuneration for the 2017 financial year. Schedule of proposed annual fees payable per director:

The fees were benchmarked against the latest PWC Namibia report - upper quartile, PWC JSE report - medium and small cap companies (financial services) on the median category and a peer group of SA listed property companies.

There has been no increase in individual or meeting fees for 2017 compared to 2016.

Fees are paid on a quarterly basis.

The Chairman of Board and various sub-committees are entitled to call meetings outside the scheduled meetings.

The Chairmen of the various committees are responsible to assess the need for the meeting and to determine the duration thereof for remuneration purposes.

Hourly fees are set at N$1,500 per hour with a maximum cap of N$10,000. The daily cap will be paid to members travelling to Windhoek.

The non-executive directors also, in addition to the scheduled meetings as indicated above, attend various ad hoc meetings, participate in telephone conferences and undertake other preparatory work for which no additional fees are paid.

EXECUTIVE DIRECTORS’ FEES FOR THE 2016 FINANCIAL YEARThe fees paid to executive directors for the 2016 financial year were paid on the basis presented in the Annual Financial Statements. The 2016 fees paid to executive directors, as approved by the Remuneration and Nomination Committee and the Board, comprise guaranteed total cost to company and the short-term incentive bonuses attributable to their respective performances in respect of the 2016 financial year, payable in September. 2016.


FEESCHAIRMAN

N$

DIRECTOR/COMMITTEE MEMBER

N$Board 270,000 150,000

Risk, Audit and Compliance Committee 157,000 105,000

Remuneration and Nomination Committee 105,000 70,000

Investment Committee 105,000 70,000


REMUNERATION REPORT (CONTINUED)ACTUAL FEES PAID TO EXECUTIVE DIRECTORS FOR THE 2016 FINANCIAL YEAR

NBS HARRIS CHAIRMAN - REMUNERATION AND NOMINATION COMMITTEE10 October 2016


DIRECTOR

DIRECTORS' BONUS 2016

N$'000

DIRECTORS' FEES 2016

N$'000

DIRECTORS' BONUS 2015

N$'000

DIRECTORS' FEES 2015

N$'000SI de Bruin 240 1,600 218 1,450

C Fourie 280 1,400 219 1,250Total 520 3,000 437 2,700


NAMCODE REVIEW

Oryx’s review of the NamCode is done on a ‘comply or explain’ basis. Where principles are fully complied with, only the main principle is listed, whereas principles not complied with in full, are listed with an explanation.

KEY

CHAPTER PRINCIPLE EXPLANATION 1. Ethical leadership and corporate citizenship √2. Boards and directors √

2.16

The Board should elect a chairman of the Board who is an independent non-executive director. The CEO of the company should not also fulfil the role of the chairman of the Board.

√

2.18The Board should comprise a balance of power, with a majority of non-executive directors. The majority of non-executive directors should be independent.

√*Continuouslystrivetocomply.Currently20%female,30%previouslydisadvantagedand90%Namibiancitizens.

18.12

As a minimum, two executive directors should be appointed to the Board, being the chief executive officer (CEO), who would then be the Managing Director, and the director responsible for the finance function (CFO). This will ensure that there is more than one point of contact between the Board and management.

XNot compliant. CFO not appointed. Currently five chartered accountants appointed on the Board. The CFO attends all Board meetings by invitation.

18.16

Any term beyond nine years (e.g. three three-year terms) for an independent non-executive director should be subject to particularly rigorous review by the Board, of not only the performance of the director, but also the factors that may impair his independence at that time.

√The composition, tenure and independence are assessed annually by the Remuneration and Nomination Committee.

2.19 Directors should be appointed through a formal process.

19.8The appointment of a non-executive director should be formalised in an agreement between the company and the director.

√The director selection procedure does not call for a formal agreement.

2.22The evaluation of the Board, its committees and the individual directors should be performed every year.

√Compliant in respect of board and committees. Individual directors are not performance evaluated.

Compliant √

Under review •

Non-compliant X

Partially compliant Ø

Continuously strive to comply √*


CONTINUEDNAMCODE REVIEW

CHAPTER PRINCIPLE EXPLANATION 3. Audit committees

3.1The Board should ensure that the company has an effective and independent audit committee.

1.8

The Audit Committee should meet at least once a year with the external auditors without management present. These may be separate meetings held before or after a scheduled audit committee meeting.

√

3.7The Audit Committee should be responsible for overseeing the internal audit function.

√

4. The governance of risk √

4.1The Board should be responsible for the governance of risk.

1.5

The Board’s scope of responsibility for risk governance should be expressed in its Board Charter and supported by induction of new board members and training processes for all board members.

√

5. The governance of information technology √

5.1The Board should be responsible for information technology (‘IT’) governance.

6. Compliance with laws, codes and standards √7. Internal audit √

7.1The Board should ensure that there is an effective risk-based internal audit.

XKPMG was appointed as internal auditors after year end.

8. Governing stakeholder relationships √9. Integrated reporting and disclosure √


DIRECTORS’ RESPONSIBILITYFOR AND APPROVAL OF THE ANNUAL FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 jUNE 2016

The directors are responsible for the preparation of the annual financial statements that fairly present the state of affairs of the Company and the Group at the end of the financial year as set out on pages 1 to 73 and 76 to 139.

In order for the Company and the Board to discharge their responsibilities, management has developed, and continues to maintain, a system of internal control. The Board has ultimate responsibility for the system of internal control and periodically reviews its operation, primarily through the Risk, Audit and Compliance Committee.

The internal controls include a risk-based system of internal accounting and administrative controls designed to provide reasonable, but not absolute assurance that assets are safeguarded and that transactions are executed and recorded in accordance with generally accepted business practices and the Group’s policies and procedures. These controls are implemented by trained, skilled personnel, with appropriate segregation of duties, are monitored by executive directors and the Risk, Audit and Compliance Committee and include a comprehensive budgeting and reporting system operating within an appropriate control framework.

The financial statements have been audited by the independent auditors, Deloitte & Touche, who were given unrestricted access to all financial records and related data including minutes of all meetings of the Board of directors and committees of the Board. The directors believe that all representations made to the independent auditors during the audit are valid and appropriate. The audit report of Deloitte & Touche is presented on page 75.

The annual financial statements are prepared in accordance with the Namibian Companies Act and International Financial Reporting Standards and incorporate disclosures in line with the accounting philosophy of the Group. They are based on appropriate accounting policies consistently applied, except where otherwise stated, and are supported by reasonable and prudent judgements and estimates.

The directors believe that the Group will be a going concern in the year ahead, as adequate funding facilities are in place and the operational and cash flow budget support this statement. Accordingly, the going concern basis has been adopted in the preparation of the annual financial statements.

The annual financial statements for the year ended 30 June 2016 as set out on pages 1 to 73 and 76 to 139 were approved by the Board of directors on 10 October 2016 and are signed on behalf of the Board by:

F UysCHAIRMAN

10 October 2016

JC KuehhirtCHAIRMAN – RISK, AUDIT AND COMPLIANCE COMMITTEE


INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF ORYX PROPERTIES LIMITEDWe have audited the consolidated and separate annual financial statements of Oryx Properties Limited set out on pages 76 to 127, which comprise the directors’ report, the consolidated and separate statements of financial position as at 30 June 2016, the consolidated and separate statements of comprehensive income, the consolidated and separate statements of changes in equity and the consolidated and separate statements of cash flows for the year then ended, and the notes comprising of a summary of significant accounting policies and other explanatory information.

DIRECTORS’ RESPONSIBILITY FOR THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTSThe directors are responsible for the preparation and fair presentation of these consolidated and separate financial statements in accordance with International Financial Reporting Standards and the requirements of the Namibian Companies Act, and for such internal control as the directors determine is necessary to enable the preparation of consolidated and separate financial statements that are free from material misstatement, whether due to fraud or error.

AUDITOR’S RESPONSIBILITYOur responsibility is to express an opinion on these consolidated and separate financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated and separate financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OPINIONIn our opinion, the consolidated and separate financial statements present fairly, in all material respects, the directors’ report, the consolidated and separate financial position of Oryx Properties Limited as at 30 June 2016, and its consolidated and separate financial performance and consolidated and separate cash flows for the year then ended in accordance with International Financial Reporting Standards and in the manner required by the Namibian Companies Act.

DELOITTE & TOUCHERegistered Accountants and Auditors | Chartered Accountants (Namibia)ICAN practice number: 9407Per E TjipukaPartnerDeloitte Building | Maerua Mall Complex | Jan Jonker Avenue | Windhoek | NamibiaPO Box 47 | Windhoek | Namibia

10 October 2016

Associate of Deloitte Africa, a Member of Deloitte Touche Tohmatsu Limited

Partners: E Tjipuka (Managing Partner) RH McDonald H de Bruin J Cronjé A Akayombokwa AT Matenda G Brand* * Director


The directors have pleasure in submitting their report, which forms part of the financial statements for the year ended 30 June 2016.

NATURE OF BUSINESSOryx Properties Limited is a real estate investment company. The Group derives its income from a portfolio of investment properties in the retail, industrial and office sectors.

The primary business of Oryx Properties Limited is long-term investment in quality, rental-generating properties. Properties are maintained, upgraded and refurbished, where necessary, so as to increase their long-term value.

Oryx Properties Limited is listed on the Namibian Stock Exchange (‘NSX’).Financial - Property sectorShare code: ORYISIN: NA0001574913Company registration number: 2001/673

ISSUED SHARE CAPITALAs at 30 June 2016, there were 77 859 791 (2015: 66 050 010) linked units in issue, each comprising one ordinary share of 1 cent and one unsecured variable rate debenture of 449 cents. A total of 11 809 781 linked units were issued on 21 October 2015 at a price of N$20.00 per linked unit. Units in issue are unsecured and bear interest at a variable rate. A premium, net of costs and antecedent debenture interest, arising on issue amounted to N$176 million. The debenture premium is amortised on a straight-line basis over the minimum contractual term of the investment, namely the remaining portion of 25 years from December 2002.

Refer to note 22 on page 110 for more detail.

The results of the Group are fully set out in the financial reports on pages 80 to 127.

SUBSIDIARIESDetails of the Company’s subsidiaries are reflected in note 7.

DIRECTORATEDetails of the directors are set out on pages 18 to 21 of this report.

FINANCIAL REVIEW 2016 2015Headline earnings per linked unit (cents) 163.01 159.62

Earnings per linked unit (cents) 316.63 448.11

Interest distribution per linked unit (cents) 166.00 158.50

Dividend per linked unit (cents) 1.00 -

DIRECTORS’ REPORT


The non-executive directors at the date of this report are:

ATTENDANCE OF DIRECTORS’ AND SUB-COMMITTEE MEETINgSRefer to page 56 for the respective attendance of the Board and sub-committees.

DIRECTORS’ FEESRefer to the Remuneration Report, pages 66 to 71, for the fees paid.

RELATED PARTY INTERESTSThejointbeneficialinterestsofdirectorsintheequityoftheCompanyasat30June2016were5.94%(2015:6.27%)andcanbeanalysedasfollows:

NAME OF DIRECTOR YEAR OF APPOINTMENT UNINTERRUPTED YEARS IN SERVICE STATUS

F Uys (Chairman) 2002 14 years Independent

A Angula 2013 3 years Independent

J Comalie 2012 4 years Independent

NBS Harris* 2012 4 years Independent

P Kazmaier 2016 4 months Independent

JC Kuehhirt 2007 9 years Independent

M Shikongo 2011 5 years Independent

A Swanepoel 2006 10 years Independent

* South African

DIRECTOR DIRECT BENEFICIAL INDIRECT BENEFICIAL TOTAL

2016 Linked units % Linked units % Linked units %

C Fourie 35,722 0.05 - - 35,722 0.05

Trust 45,500 0.06 - - 45,500 0.06

NBS Harris 15,552 0.02 - - 15,552 0.02

JC Kuehhirt - - 700,178 0.90 700,178 0.90

F Uys 31,415 0.04 3,790,161 4.87 3,821,576 4.91

128,189 0.17 4,490,339 5.77 4,618,528 5.94

2015 Linked units % Linked units % Linked units %

C Fourie 29,280 0.04 - - 29,280 0.04

Trust 25,000 0.04 - - 25,000 0.04

NBS Harris 12,960 0.02 - - 12,960 0.02

JC Kuehhirt - - 612,490 0.93 612,490 0.93

F Uys 25,750 0.04 3,435,793 5.20 3,461,543 5.24

92,990 0.14 4,048,283 6.13 4,141,273 6.27

DIRECTORS’ REPORT CONTINUED


BORROWINGSThedirectorsareauthorisedtoborrowfundsonbehalfoftheGroup,uptoanamountnotexceeding60%ofthedirectors’bonafidevaluationofthe consolidated real estate portfolio and any other assets of the Group. The Group’s long-term borrowings at 30 June 2016 are disclosed in note 13.2totheannualfinancialstatements,representing29%(2015:38.8%)ofthetotalassetsincludingthedirectors’bonafidevaluationoftheconsolidated real estate portfolio. Debentures are excluded from the long-term borrowings for the purpose of the calculation.

ACQUISITIONS, DEVELOPMENTS AND DISPOSALSThe table below provides a summary of the major capital expenditure incurred during the year.

The table below provides a summary of the disposals done during the year.

PROPERTY 2016N$’000

2015N$’000

Baines 439 5,831 Channel Life 2,290 800 Maerua Mall 66,188 12,897 Maerua Mall Phase Two 5,701 6,542 Maerua Park 1,811 19,556 Stellenbosch 8,924 207 Tuinweg 965 420

Total additions for the year 95,440 45,945

PROPERTY

2016N$’000

2016N$’000

2016N$’000

2016N$’000

2016DATE

2016%

PROCEEDS MARKET VALUE COST AT DATE SOLD SELLING COSTS DATE SOLD YIELD AT DATE

SOLD

Erven 2604, 2605, 2608 and 3776, New Bolt Street, Korsten, Port Elizabeth

60,878 59,000 59,000 2,664 25 April 2016 15.2



GOING CONCERNThe directors are of the opinion that the Company and the Group have adequate resources to continue its operations for the foreseeable future and the annual financial statements have accordingly been prepared on a going concern basis.

SUBSEQUENT EVENTSSubsequent to year end, Erf 4076 Walmer, Port Elizabeth, South Africa, was sold for N$21 million before selling costs incurred. The property was valued at N$19 million at year end.

F UysCHAIRMAN

10 October 2016

JC KuehhirtCHAIRMAN – RISK, AUDIT AND COMPLIANCE COMMITTEE



GROUP COMPANY

Notes2016

N$ ‘0002015

N$ ‘0002016

N$ ‘0002015

N$ ‘000

ASSETSNon-current assetsInvestment properties 5 2,276,235 2,149,935 563,154 572,846 - At valuation 2,326,100 2,205,749 586,400 599,300 - Straight-line basis adjustment (49,865) (55,814) (23,246) (26,454)Furniture and equipment 6 128 223 221 223 Interest in subsidiaries 7 - - 1,103,715 1,024,785 Investment in listed shares 8 25,045 - 25,045 - Deferred expenditure 9.1 15,828 14,319 2,245 1,695 Rental receivable straight-line basis adjustment 42,516 50,229 20,459 24,030 Derivative asset 14 181 - 181 -

2,359,933 2,214,706 1,715,020 1,623,579 CURRENT ASSETSTrade and other receivables 23,244 19,426 14,193 9,232 - Trade and other receivables 9.2 15,895 13,841 10,279 6,256 - Rental receivable straight-line basis adjustment 7,349 5,585 3,914 2,976 Deferred expenditure 9.1 6,049 4,705 1,233 836 Derivative asset 14 167 - 167 - Cash and cash equivalents 9.3 9,671 9,793 9,670 9,791

39,131 33,924 25,263 19,859

TOTAL ASSETS 2,399,064 2,248,630 1,740,283 1,643,438

EQUITY AND LIABILITIESCapital and reservesShare capital 10 779 661 779 661 Non-distributable reserves 12 936,906 826,426 283,007 228,942 Distributable reserves 314 264 15,745 15,985

937,999 827,351 299,531 245,588

Non-current liabilitiesDebentures 13.1 349,387 296,453 349,590 296,565 Debenture premium 13.1 296,305 141,232 296,547 141,286 Interest-bearing borrowings 13.2 482,134 430,239 482,134 430,239 Derivative liability 14 167 574 167 574 Deferred taxation 15 20,738 30,422 3,892 11,957

1,148,731 898,920 1,132,330 880,621

Current liabilitiesTrade and other payables 16 20,718 16,962 16,853 11,832 Taxation payable 6,027 - 6,027 - Derivative liability 14 752 3,679 752 3,679 Deferred income 17 1,301 2,534 1,254 2,534 Interest-bearing borrowings 13.2 213,768 441,862 213,768 441,862 Linked unitholders for distribution 69,768 57,322 69,768 57,322

312,334 522,359 308,422 517,229

TOTAL EQUITY AND LIABILITIES 2,399,064 2,248,630 1,740,283 1,643,438

STATEMENTS OF FINANCIAL POSITIONAS AT 30 jUNE 2016


GROUP COMPANY

Notes2016

N$ ‘0002015

N$ ‘0002016

N$ ‘0002015

N$ ‘000

REVENUE 288,278 269,388 105,852 100,293 - Rental - cash flows inherent in leases 294,228 266,090 108,485 98,154 - Rental - straight-line adjustment (5,950) 3,298 (2,633) 2,139 Rental expense (91,534) (75,528) (22,952) (17,667)NET RENTAL INCOME 196,744 193,860 82,900 82,626 Investment income 18 1,161 862 116,517 110,535 Dividends received 1,841 - 1,841 14,439 Amortisation of debenture premium 13.1 20,806 11,242 20,806 11,242 Loss on sale of investment property (786) - (786) - Changes in fair value of investment property 90,753 179,356 32,235 29,062 - As per valuations 5 84,803 182,654 29,026 31,964 - Straight-line basis adjustment 5 5,950 (3,298) 3,209 (2,902)Changes in fair value of derivative instruments 3,683 19 3,683 19 Changes in fair value of listed investments (90) (326) 45 - Other expenses 19 (15,873) (11,679) (14,030) (11,238)OPERATING PROFIT BEFORE FINANCE COSTS AND DEBENTURE INTEREST

298,239 373,334 243,211 236,685

Finance costs 20 (67,009) (76,137) (67,066) (76,136)OPERATING PROFIT BEFORE DEBENTURE INTEREST 231,230 297,197 176,145 160,549 Debenture interest 26 (129,247) (104,689) (129,247) (104,689)PROFIT BEFORE TAXATION 101,983 192,508 46,898 55,860 Taxation 21 3,657 (1,225) 2,037 (124)PROFIT FOR THE YEAR 105,640 191,283 48,935 55,736 Other comprehensive income - - - - TOTAL COMPREHENSIVE INCOME FOR THE YEAR 105,640 191,283 48,935 55,736

PROFIT ATTRIBUTABLE TO:Owners of the company 105,640 191,283 48,935 55,736 Non-controlling interest - - - -

105,640 191,283 48,935 55,736

TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO:Owners of the company 105,640 191,283 48,935 55,736 Non-controlling interest - - - -

105,640 191,283 48,935 55,736

EARNINGS PER SHARE (CENTS) 22 142.40 289.61 65.96 84.39 EARNINGS PER LINKED UNITS (CENTS) 22 316.63 448.11 240.19 242.89 DISTRIBUTION PER LINKED UNIT (CENTS) 22 166.00 158.50 166.00 158.50 DIVIDEND PAID PER LINKED UNIT (CENTS) 23 1.00 - 1.00 -

STATEMENTS OF COMPREHENSIVE INCOMEFOR THE YEAR ENDED 30 jUNE 2016


SHARE CAPITALN$ ‘000

DISTRIBUTABLE RESERVESN$ ‘000

NON-DISTRIBUTABLE

RESERVESN$ ‘000

TOTALN$ ‘000

GROUPBalance at 1 july 2014 661 1,739 633,668 636,068 Net profit attributable to linked unitholders - 191,283 - 191,283 Transfer to non-distributable reserves - (192,758) 192,758 - Balance at 30 june 2015 661 264 826,426 827,351 Net profit attributable to linked unitholders - 105,640 - 105,640 Transfer from debenture premium - 5,669 - 5,669 Transfer to non-distributable reserves - (110,480) 110,480 - Dividend paid - (779) - (779)Issue of linked units 118 - - 118 Balance at 30 june 2016 779 314 936,906 937,999

COMPANYBalance at 1 july 2014 661 2,262 186,929 189,852 Net profit attributable to linked unitholders - 55,736 - 55,736 Transfer to non-distributable reserves - (42,013) 42,013 - Balance at 30 june 2015 661 15,985 228,942 245,588 Net profit attributable to linked unitholders - 48,935 - 48,935 Transfer from debenture premium - 5,669 - 5,669 Transfer to non-distributable reserves - (54,065) 54,065 - Dividend paid - (779) - (779)Issue of linked units 118 - - 118 Balance at 30 june 2016 779 15,745 283,007 299,531

STATEMENTS OF CHANGES IN EQUITYFOR THE YEAR ENDED 30 jUNE 2016


STATEMENTS OF CASH FLOWSFOR THE YEAR ENDED 30 jUNE 2016

GROUP COMPANY

Notes2016

N$ ‘0002015

N$ ‘0002016

N$ ‘0002015

N$ ‘000

OPERATING ACTIVITIESCash generated by operating activities 25 184,880 161,579 70,624 57,707 Investment income 18 1,161 862 116,517 110,535 Dividend received 28 1,577 - 1,577 - Finance costs 20 (67,009) (76,137) (67,066) (76,136)Distribution paid to linked unitholders 26 (117,580) (100,721) (117,580) (100,721)Net cash inflow / (outflow) 3,029 (14,417) 4,072 (8,615)

INVESTING ACTIVITIESAcquisition of and additions to investment properties 5 (95,439) (45,945) (17,965) (6,536)Acquisition of furniture and equipment 6 (84) (134) (84) (134)Investment in listed shares (25,135) (326) (25,000) - Investment in subsidiary companies - - (78,930) (45,705)Proceeds on disposal of investment properties 59,106 - 59,106 - Net cash outflow (61,552) (46,405) (62,873) (52,375)

FINANCING ACTIVITIESNet movement on loans (176,199) 56,468 (176,199) 56,468 Proceeds from the issue of linked units 27 234,600 (166) 234,879 - Net cash inflow 58,401 56,302 58,680 56,468

NET CHANGE IN CASH AND CASH EQUIVALENTS (122) (4,520) (121) (4,522)CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 9.3 9,793 14,313 9,791 14,313 CASH AND CASH EQUIVALENTS AT END OF YEAR 9.3 9,671 9,793 9,670 9,791


NOTES TO THE ANNUAL FINANCIAL STATEMENTS30 jUNE 2016

1. GENERAL INFORMATIONOryx Properties Limited (‘the Company’) is a limited company incorporated in Namibia. The address of its registered office is disclosed in the administration section of the Integrated Annual Report. The principal activities of the Company and its subsidiaries (‘the Group’) are described in the Directors’ report.

2. ADOPTION OF NEW AND REVISED STANDARDSThe consolidated (hereafter referred to as ‘Group’) and separate (hereafter referred to as ‘Company’) annual financial statements have been prepared in accordance with the Companies Act of Namibia, International Financial Reporting Standards (‘IFRS’) and interpretations issued by the IFRS Interpretations Committee (‘IFRIC’) of the International Accounting Standards Board (‘IASB’). At the date of these financial statements the following Standards are not yet effective and will be adopted, where applicable, in future years.

The following Standards have been issued but are not yet effective:

INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs)

STANDARD TITLE PRONOUNCEMENT ISSUED EFFECTIVE DATE APPLICABLE

IFRS 5

Non-current Assets Held for Sale and Discontinued Operations

Amendments resulting from September 2014 Annual Improvements to IFRSs

September 2014

Annual periods beginning on or after 1 January 2016

Yes

IFRS 7 Financial Instruments: Disclosures


September 2014


Yes

IFRS 9 Financial Instruments

Finalised version, incorporating requirements for classification and measurement, impairment, general hedge accounting and derecognition

July 2014

Effective for annual periods beginning on or after 1 January 2018Note: IFRS 9 (2014) supersedes IFRS 9 (2009), IFRS 9 (2010) and IFRS 9 (2013), but these standards remain available for application if the relevant date of initial application is before 1 February 2015

Yes

IFRS 10 Consolidated Financial Statements

Amendments regarding the application of the consolidation exception

December 2014


Yes

IFRS 11 Joint ArrangementsAmendments regarding the accounting for acquisitions of an interest in a joint operation

May 2014Annual periods beginning on or after 1 January 2016

Not currently, but could be in the future depending on dealings.



2. ADOPTION OF NEW AND REVISED STANDARDS (CONTINUED)

INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs) (CONTINUED)

STANDARD TITLE PRONOUNCEMENT ISSUED EFFECTIVE DATE APPLICABLE

IFRS 12 Disclosure of Interests in Other Entities


December 2014


Yes

IFRS 15 Revenue from Contracts with Customers

Original issue May 2014

Applies to an entity's first annual IFRS financial statements for a period beginning on or after 1 January 2018

Yes


Amendments to defer the effective date to 1 January 2018

September 2015


Yes


Clarifications to IFRS 15 April 2016Annual periods beginning on or after 1 January 2018

Yes

IFRS 16 Leases Original issue January 2016Annual periods beginning on or after 1 January 2019

Yes

INTERNATIONAL ACCOUNTING STANDARDS (IASs)

IAS 1 Presentation of Financial Statements

Amendments resulting from the disclosure initiative

December 2014


Yes

IAS 7Statement of Cash Flows

Amendments as result of the disclosure initiative

January 2016Annual periods beginning on or after 1 January 2017

Yes

IAS 12 Income TaxesAmendments regarding the recognition of deferred tax assets for unrealised losses

January 2016Annual periods beginning on or after 1 January 2017

Yes

IAS 16 Property, Plant and Equipment

Amendments regarding the clarification of acceptable methods of depreciation and amortisation

May 2014Annual periods beginning on or after 1 January 2016

Yes

IAS 16 Property, Plant and Equipment

Amendments bringing bearer plants into the scope of IAS 16

June 2014Annual periods beginning on or after 1 January 2016

Yes

IAS 19 Employee BenefitsAmendments resulting from September 2014 Annual Improvements to IFRSs

September 2014


Yes

CONTINUED


2. ADOPTION OF NEW AND REVISED STANDARDS (CONTINUED)

INTERNATIONAL ACCOUNTING STANDARDS (IASs) (CONTINUED)

IAS 27 Separate Financial Statements (as amended in 2011)

Amendments reinstating the equity method as an accounting option for investments in subsidiaries, joint ventures and associates in an entity's separate financial statements

August 2014Annual periods beginning on or after 1 January 2016

Yes

IAS 28 Investments in Associates and Joint Ventures


December 2014


Not currently, but could be in the future depending on dealings.

IAS 34 Interim Financial Reporting


September 2014


Yes

IAS 39

Financial Instruments: Recognition and Measurement

Amendments to permit an entity to elect to continue to apply the hedge accounting requirements in IAS 39 for a fair value hedge of the interest rate exposure of a portion of a portfolio of financial assets or financial liabilities when IFRS 9 is applied, and to extend the fair value option to certain contracts that meet the 'own use' scope exception

November 2013

Applies when IFRS 9 is applied

Yes

The impact of the above amendments on the group operations has not been assessed. It is not practical to provide a reasonable estimate of the effect until a detailed review has been completed.


CONTINUED


3. ACCOUNTING POLICIESThe financial statements incorporate the principal accounting policies set out below and apply to the consolidated and separate financial statements.

3.1 STATEMENT OF COMPLIANCEThe Group financial statements comprise the consolidated and separate financial statements. The financial statements are prepared in accordance with IFRS and the requirements of the Companies Act of Namibia. All accounting policies applied in the preparation of these consolidated and separate financial statements are in terms of IFRS and are consistent with those applied in the previous consolidated and separate financial statements.

3.2 BASIS OF PREPARATIONThe financial statements are prepared on the historical cost convention, as modified by the revaluation of investment properties, available-for-sale financial assets, and financial assets and liabilities (including derivative instruments) at fair value through profit or loss and incorporate the principal accounting policies set out below. These accounting policies have been applied consistently with the previous year.

Fairvalueadjustmentsdonotaffectthecalculationofdistributableearnings;however,theydoaffectthenetassetvalueperlinkedunittotheextent that the adjustments are made to the carrying value of the assets and liabilities.

The functional currency of the Group is the Namibian Dollar (‘N$’) and all amounts are rounded to the nearest thousand.

3.3 BASIS OF CONSOLIDATIONThe consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries). An investor determines whether it is a parent by assessing whether it controls one or more investees. An investor considers all relevant facts and circumstances when assessing whether it controls an investee. An investor controls an investee if, and only if, the investor has all of the following elements: • power over the investee, i.e. the investor has existing rights that give it the ability to direct the relevant activities (the activities that

significantlyaffecttheinvestee’sreturns);• exposure,orrights,tovariablereturnsfromitsinvolvementwiththeinvestee;and• the ability to use its power over the investee to affect the amount of the investor’s returns.

The results of subsidiaries acquired or disposed of during the year are included in the consolidated statement of comprehensive income from the effective date of acquisition or up to the effective date of disposal, as appropriate.

The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group. The cost of an acquisition is measured in accordance with the purchase price agreed for the company plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in profit and loss.

Before recognising a gain on a bargain purchase, the acquirer shall reassess whether it has correctly identified all of the assets acquired and all of the liabilities assumed and shall recognise any additional assets or liabilities that are identified in that review. The acquirer shall then review the procedures used to measure the amounts that IFRS requires to be recognised at the acquisition date for all of the following:

(a)theidentifiableassetsacquiredandliabilitiesassumed;(b)thenon-controllinginterestintheacquiree,ifany;(c)forabusinesscombinationachievedinstages,theacquirer’spreviouslyheldequityinterestintheacquiree;and(d) the consideration transferred.


CONTINUED


3. ACCOUNTING POLICIES (CONTINUED)3.3 BASIS OF CONSOLIDATION (CONTINUED)Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated, with the exception of inter-company interest during the period of construction or refurbishment, which is capitalised to the cost of the property. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

3.4 INVESTMENT PROPERTIESInvestment property consists of land and buildings, installed equipment and undeveloped land held to earn rental income for the long term and subsequent capital appreciation.

Investment properties are initially recorded at cost. Subsequent expenditure, other than tenant installation costs, relating to investment properties is capitalised when it is probable that future economic benefits from the use of the asset will be increased. All other subsequent expenditure is recognised as an expense in the period in which it is incurred.

After initial recognition investment properties are measured at fair value. Fair values are determined bi-annually. Gains or losses arising from changes in the fair values are included in net profit for the period in which they arise. Unrealised gains are transferred to a non-distributable reserve in the statement of changes in equity. Unrealised losses are transferred against a non-distributable reserve to the extent that the decrease does not exceed the amount held in the non-distributable reserve. Investment property is maintained, upgraded and refurbished, where necessary, in order to preserve or improve the capital value as far as it is possible to do so. Maintenance and repairs which neither materially add to the value of the properties nor prolong their useful lives are charged against the statement of comprehensive income.

The fair value of the investment property reflects, among other things, rental income from current leases and assumptions about rental income from future leases in the light of current market conditions. The fair value also reflects, on a similar basis, any cash outflows that could be expected in respect of the property.

On disposal of investment properties, the difference between the net disposal proceeds and the carrying value is charged or credited to the statement of comprehensive income and then transferred from/to non-distributable reserves provided that such transfer shall not result in an accumulated loss.

3.5 BORROWING COSTSBorrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period to get ready for their intended use or sale, are added to the cost of those assets, until the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

All other borrowing costs are recognised in the statement of comprehensive income for the year in which they are incurred.


CONTINUED


3. ACCOUNTING POLICIES (CONTINUED)3.6 FURNITURE AND EQUIPMENTItems of furniture and equipment are initially recognised at cost if it is probable that any future economic benefits associated with the items will flow to the Group and it has a cost that can be measured reliably. Subsequent expenditure is capitalised when it is measurable and will result in probable future economic benefits. Expenditure incurred to replace a component of an item of furniture or equipment is capitalised to the cost of the item of furniture and equipment and the part replaced is derecognised. All other expenditure is recognised in profit or loss as an expense when incurred. Subsequent to initial recognition furniture and equipment are stated at cost less accumulated depreciation and impairment losses. Furniture and equipment is depreciated on the straight-line basis over the period over which the assets are expected to be available for use by the Group. Depreciation is recognised in the statement of comprehensive income. The following depreciation rates have been used:

Equipment 33.33%perannumFurniture 20.00%perannum

Items of furniture and equipment are derecognised on disposal or when no future economic benefits are expected from their use or disposal.

The gain or loss arising on the disposal or retirement of an item of furniture and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in the statement of comprehensive income.

The useful lives and residual values of equipment are reviewed annually.

3.7 TAXATIONTax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. Income tax expense represents the sum of tax currently payable and deferred tax. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting date.

Deferred taxation is provided for using the liability method, based on temporary differences. Temporary differences are differences between the carrying amounts of assets and liabilities for financial reporting purposes and their tax base. Deferred taxation is charged to the statement of comprehensive income except to the extent that it relates to a transaction that is recognised directly in equity, or a business combination that is an acquisition. Deferred tax charges reflect the tax consequences that follow from the manner in which the entity expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets or liabilities that arise from the revaluation of a non-depreciable asset are measured on the basis of the tax consequences that would follow from recovery of the carrying amount of that asset through sale. This is regardless of measuring the carrying amount of that asset.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and is reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be realised.

Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred taxation assets are recognised to the extent that it is probable that future taxable profits will be available against which the associated unused tax losses and deductible temporary differences can be utilised.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interest in joint ventures, except where the Group is unable to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.


CONTINUED


3. ACCOUNTING POLICIES (CONTINUED)3.8 IMPAIRMENT OF TANGIBLE AND INTANGIBLE ASSETSThe Group assesses all assets, which are subject to amortisation or depreciation, for indications of an impairment loss or the reversal of a previously recognised impairment at each reporting date. Should there be indications of impairment, the assets’ recoverable amounts are estimated. These impairments (where the carrying amount of an asset exceeds its recoverable amount) or the reversal of a previously recognised impairment are recognised in the statement of comprehensive income. The recoverable amount of an asset is the higher of its fair value less cost to sell and its value in use. The recoverable amount is determined for the cash-generating unit for which there are separate identifiable cash flows. A previously recognised impairment loss will be reversed if the recoverable amount increases as a result of a change in the estimates used previously to determine the recoverable amount, but not to an amount higher than the carrying amount that would have been determined, net of depreciation or amortisation, had no impairment loss been recognised in prior periods.

3.9 INVESTMENT IN SUBSIDIARIESIn the company’s separate annual financial statements, investments in subsidiaries are carried at cost less any accumulated impairment. Oryx holds a100%shareholdinginallsubsidiariesandthereforetheyarecontrolledbytheCompany.Themanagementofthesubsidiariesisalsoperformedby Oryx.

3.10 FINANCIAL INSTRUMENTSFinancial instruments as reflected on the statement of financial position include all assets and liabilities, including derivative instruments, but exclude investment properties, investments in subsidiaries, property and equipment, deferred taxation, taxation, leases, deferred income, deferred expenses and rental straight-line adjustments. Financial Instruments are accounted for under IAS 32: Financial Instruments: Presentation, IAS 39: Financial Instruments: Recognition and Measurement and IFRS 7: Financial Instruments: Disclosures.

(i) Initial recognition Financial assets are recognised on the statement of financial position when the Group becomes a party to the contractual provisions of a financial instrument. All purchases of financial assets that require delivery within the time frame established by regulation or market convention (‘regular way’ purchases) are recognised at trade date, which is the date on which the Group commits to purchase the asset. Financial liabilities are recognised on trade date, which is when the Group becomes a party to the contractual provisions of the financial instruments.

(ii) Initial measurementFinancial instruments are initially recognised at fair value plus, in the case of a financial asset or liability not at fair value through profit and loss, transaction costs that are incremental to the Group and directly attributable to the acquisition or issue of the financial asset or financial liability. Transaction costs attributable to the acquisition of financial assets and / or liabilities at fair value through profit or loss are recognised immediately in profit or loss.

(iii) Subsequent measurementSubsequent to initial measurement, financial instruments are either measured at fair value or amortised cost, depending on their classification:• Financial assets and financial liabilities at fair value through profit or loss

Financial instruments at fair value through profit or loss consist of trading instruments and instruments that the Group has elected, on initial recognition date, to designate as fair value through profit or loss. Trading instruments are financial assets or financial liabilities that were acquired or incurred principally for the purpose of sale or repurchase in the near term, form part of a portfolio with a recent pattern of short-term profit-taking or are derivatives that do not form part of a designated and effective hedging relationship. Financial assets and financial liabilities that the Group has elected, on initial recognition date, to designate as at fair value through profit or loss are those that meet any one of the following criteria:

- where the fair value through profit or loss designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise from using different bases to measure and recognise the gains and losses on financial assetsandfinancialliabilities;or

- the instrument forms part of a group of financial instruments that is managed, evaluated and reported on using a fair value basis inaccordancewithadocumentedriskmanagementorinvestmentstrategy;or

- the financial instrument contains an embedded derivative, which significantly modifies the cash flows of the host contract or where the embedded derivative would clearly require separation.


CONTINUED


3. ACCOUNTING POLICIES (CONTINUED)3.10 FINANCIAL INSTRUMENTS (CONTINUED)(iii) Subsequent measurement (continued)• Other financial liabilities

All financial liabilities, other than those at fair value through profit and loss, are classified as other financial liabilities and are measured at amortised cost. The fair value amounts are disclosed in the notes to the financial statements.

• Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market, other than those classified by the Group as at fair value through profit or loss. Financial assets classified as loans and receivables are carried at amortised cost less any impairment, with interest income recognised in the statement of comprehensive income.

(iv) Measurement basis of financial instruments • Amortised cost

Amortised cost financial assets and financial liabilities are measured at fair value on initial recognition, plus or minus the cumulative amortisation using the effective interest rate method of any difference between that initial amount and the maturity amount, less any cumulative impairment losses. For financial assets, the effective interest rate method calculates the amortised cost of a financial asset and allocates the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset. Cash receipts include all fees that form an integral part of the effective interest rate, transaction costs and other premiums or discounts. For financial liabilities, the effective interest rate method calculates the amortised cost of a financial liability and allocates the interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability.

• Fair value Direct and incremental transaction costs are included in the initial fair value of financial assets and financial liabilities, other than those at fair value through profit or loss. The best evidence of the fair value of a financial asset or financial liability at initial recognition is the transaction price, unless the fair value of the instrument is evidenced by comparison with other current observable market transactions in the same instrument or based on a valuation technique whose variables include market observable data. When market related measures are not available, observable market data is modified to incorporate relevant factors that a market participant in an arm’s length exchange motivated by normal business considerations would consider in determining the fair value of the financial instrument (non-observable market inputs). Consideration is given to the nature and circumstances of the financial instrument in determining the appropriate non-observable market input. The fair value of a financial liability with a demand feature is not less than the amount payable on demand, discounted from the first date on which the amount could be required to be paid. In cases where the fair value of financial liabilities cannot be reliably determined, these liabilities are recorded at the amount due. Investments in equity instruments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured, and derivatives that are linked to and have to be settled by delivery of such unquoted equity instruments, are not measured at fair value but at cost. Fair value is considered reliably measured if:

- the variability in the range of reasonable fair value estimates is not significant for that instrument, or - the probabilities of the various estimates within the range can be reasonably assessed and used in estimating fair value.


CONTINUED


3. ACCOUNTING POLICIES (CONTINUED)3.10 FINANCIAL INSTRUMENTS (CONTINUED)(v) Derecognition All financial assets and financial liabilities are derecognised on trade date, which is when the Group commits to selling a financial asset or redeeming a financial liability.

The Group derecognises a financial asset when and only when: - thecontractualrightstothecashflowsarisingfromthefinancialassetshaveexpiredorhavebeenforfeitedbytheGroup;or - ittransfersthefinancialassetincludingsubstantiallyalltherisksandrewardsofownershipoftheasset;or - it transfers the financial asset, neither retaining nor transferring substantially all the risks and rewards of ownership of the asset, but no longer

retains control of the asset. A financial liability (or part of a financial liability) is derecognised when, and only when, the liability is extinguished, that is, when the obligation specified in the contract is discharged, cancelled or has expired.

The difference between the carrying amount of a financial liability (or part thereof) extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in the statement of comprehensive income for the year.

The difference between the carrying amount of a financial asset (or part thereof) derecognised and the consideration received, including any non-cash assets received or liabilities extinguished, is recognised in the statement of comprehensive income for the year.

(vi) Impairment of financial assetsThe Group assesses at each reporting date whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred if, and only if, there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a ‘loss event’) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated. Objective evidence that a financial asset or group of assets is impaired includes observable data that comes to the attention of the Group about the following loss events: - significantfinancialdifficultyoftheissuerorobligor; - abreachofcontract,suchasadefaultordelinquencyininterestorprincipalpayments; - thedisappearanceofanactivemarketforthatfinancialassetbecauseoffinancialdifficulties;or - observable data indicating that there is a measurable decrease in the estimated future cash flows from a group of financial assets since the initial

recognition of those assets, although the decrease cannot yet be identified with the individual financial assets in the Group, including national or local economic conditions that correlate with defaults on the assets in the Group.

• Assets carried at amortised cost If there is objective evidence that an impairment loss on loans and receivables or held-to-maturity investments carried at amortised cost has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account and the amount of the loss is recognised in the statement of comprehensive income for the year. The Group first assesses whether objective evidence of impairment exists individually for financial assets that are individually significant, and individually or collectively for financial assets that are not individually significant. If the Group determines that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment.


CONTINUED


3. ACCOUNTING POLICIES (CONTINUED)3.10 FINANCIAL INSTRUMENTS (CONTINUED)(vi) Impairment of financial assets (continued)• Assets carried at amortised cost (continued)

If, in a subsequent year, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed by adjusting the allowance account. The reversal does not result in a carrying amount of the financial asset that exceeds what the amortised cost would have been had the impairment not been recognised at the date on which the impairment is reversed. The amount of the reversal is recognised in the statement of comprehensive income for the year.

(vii) Financial liabilities and equity instruments issued by the Group • Classification as debt or equity

Debt and equity instruments are classified either as financial liabilities or as equity in accordance with the substance of the contractual arrangement.

• Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs.

(viii) Offsetting financial instruments, related income and expense itemsFinancial assets and liabilities are offset and the net amount reported in the statement of financial position only when there is a legally enforceable right to set off and there is intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Income and expense items are offset only to the extent that their related instruments have been offset in the statement of financial position.

3.11 ORDINARY SHARESOrdinary shares are classified as equity. Each ordinary share is linked to a debenture, which together comprise a linked unit. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity

3.12 DEBENTURESDebenture and debenture premium are classified under borrowings.

Debentures are recognised at nominal value.

Debenture premium is separately disclosed and is recognised at the proceeds amount, net of nominal value of debenture and transaction costs of issue. Debenture premium is amortised on a straight-line basis over the minimum contractual term of the debt instrument, namely the remaining portion of 25 years from December 2002.

IntermsoftheDebentureTrustDeedtheinterestentitlementoneachdebentureshallbenotlessthan90%ofthenetearningsoftheCompanybefore providing for debenture interest, depreciation, amortisation and taxes (other than deferred taxation charges) and before taking into account any revaluation surpluses and income which are to be transferred to any non-distributable reserves, but after provision for funding cost, whether interest or dividend in nature, and also after transfers to non-distributable reserves.

3.13 TREASURY LINKED UNITSLinked units in Oryx Properties Limited held by Oryx Long-Term Share Incentive Trust (‘Trust’) are held for employee participants in the Executive Incentive Scheme and classified as treasury linked units. The book value of these linked units, together with related transaction costs, is deducted from equity, but disclosed separately in the statement of changes in equity. The issued and weighted average number of linked units are reduced by the treasury linked units for the purposes of the basic and headline earnings per linked unit calculations.


CONTINUED


3. ACCOUNTING POLICIES (CONTINUED)3.13 TREASURY LINKED UNITS (CONTINUED)The issued number of linked units is not reduced by the treasury linked units for the purpose of the interest distribution per linked unit calculations. Interest distribution received on treasury shares are recognised as income in the Trust and is utilised in meeting operational costs of the Trust. When treasury linked units held for employee participants vest in such participants, the linked units will no longer be classified as treasury linked units, their cost will no longer be deducted from equity and their number will be taken into account for the purposes of basic and headline earnings per linked unit calculations.

3.14 PROVISIONSProvisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

3.15 REVENUE RECOGNITIONRental incomeRevenue comprises gross rental income as determined in terms of note 3.18, including all recoveries from tenants. Casual parking is recorded on a cash-received basis. Contingent rents (turnover rentals) are included in revenue when the amounts can be reliably measured.

Interest incomeInterest income is recognised at the effective rates of interest on a time related basis.

Dividend incomeDividends are recognised when the right to receive them is established.

3.16 DEFERRED EXPENSESDeferred expenses comprise tenant installation costs and letting commissions that are amortised on a straight-line basis over the lease period to which they relate.

3.17 SEGMENT REPORTINGInformation reported to the Group’s chief operating decision maker, for the purpose of resource allocation and assessment of its performance, is based on the economic sectors in which the investment properties operate. The Group has determined that its chief operating decision maker is the CEO.

Management has determined the operating segments based on the reports reviewed by the CEO in making strategic decisions. The CEO considers the business based on the following operating segments: Office - comprises commercial properties Retail - comprises shopping centres Industrial - comprises industrial properties Fund - comprises head office and administration function

The operating segments derive their revenue primarily from rental income from lessees. All of the Group’s business activities and operating segments are reported within the above segments.


CONTINUED


3. ACCOUNTING POLICIES (CONTINUED)3.18 LEASESLeases where the lessor retains the risk and rewards of ownership of the underlying asset are classified as operating leases. Rental income (net of any incentives given to lessees) from operating leases is recognised on a straight-line basis over the term of the relevant lease. Assets leased out under operating leases are included under investment property in the statement of financial position (note 5). Initial direct costs incurred in negotiating and arranging are added to the carrying amount of the leased asset and recognised as an expense over the lease term on the same basis as the rental income.

3.19 CONTINGENT LIABILITIESThe Group discloses a contingent liability where: - it is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or

more uncertain future events not wholly within the control of the enterprise, or - it is not probable that an outflow of resources will be required to settle an obligation, or - the amount of the obligation cannot be measured with sufficient reliability.

3.20 FOREIGN CURRENCYForeign currency transactions Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates at the dates of the transactions. No foreign assets or liabilities are carried on the statement of financial position.

3.21 EMPLOYEE BENEFITSShort-term benefitsThe cost of all short-term employee benefits is recognised in the statement of comprehensive income during the period in which the employee renders the related service. Short-term employee benefits are measured on an undiscounted basis. The accrual for employee entitlements to salaries, bonuses, staff incentive schemes and annual leave represents the amount which the Group has a present legal or constructive obligation to pay as a result of employees’ services provided up to the reporting date.

Other long-term employee benefitsThe Group’s net obligation in respect of long-term employee benefits, is the amount of future benefits that employees have earned in return for their service during the incentive cycle in respect of the linked units allocated to executives in accordance to the performance and award criteria set out in the Trust deed. The loan to the Trust for the purchase of the linked units was accounted for under IAS 19 Employee benefits, and eliminated upon consolidation.

3.22 NON-DISTRIBUTABLE RESERVEThe non-distributable reserve relates to items that are not distributable to unitholders, such as fair value adjustments on the revaluation of investment property, derivatives and treasury linked units, derivatives, the straight-line lease income adjustment, non-cash charges, capital items, deferred taxation and bargain purchases.

3.23 CASH AND CASH EQUIVALENTSCash and cash equivalents comprise cash balances and call deposits with maturities of three months or less from the acquisition date. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in fair value. Cash and cash equivalents are measured at amortised cost, which approximates fair value. Interest earned on cash invested with financial institutions is recognised on an accrual basis using the effective interest method.

3.24 DEFERRED INCOMEDeferred income comprise rental and recoveries received in advance and are recorded on a straight-line basis over the underlying contract period.


CONTINUED


4. CRITICAL ACCOUNTING ESTIMATES AND jUDGEMENTSEstimates and judgements are continually evaluated and are based on historical experience as adjusted for current market conditions and other factors.

4.1 CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONSThe Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results (Refer to notes 5 and 31 for financial disclosure). The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

(a) Estimate of fair value of investment propertiesThe best evidence of fair value is current prices in an active market for similar leases and other contracts. In the absence of such information, the Group determines the amount within a range of reasonable fair value estimates. In making its judgement, the Group considers information from a variety of sources including:

i. current prices in an active market for properties of different nature, condition or location (or subject to different lease or other contracts), adjustedtoreflectthosedifferences;

ii. recent prices of similar properties in less active markets, with adjustment to reflect any changes in economic conditions since the date of thetransactionsthatoccurredatthoseprices;and

iii. discounted cash flow projections based on reliable estimates of future cash flows, derived from the terms of any existing lease and other contracts and (where possible) from external evidence such as current market rents for similar properties in the same location and condition, and using discount rates that reflect current market assessments of the uncertainty in the amount and timing of the cash flows.

(b) Principal assumptions for management’s estimation of fair valueIf information on current or recent prices of investment properties is not available, the fair values of investment properties are determined using discounted cash flow valuation techniques. The Group uses assumptions that are mainly based on market conditions existing at each statement of financial position date (Refer to notes 14 and 31 for financial disclosure).

The methodology applied in determining the valuations: in determining the valuation of the project income (based on the receipt of contractual rentals or expected future market rentals), adjusted for forecasted expenses discounted at appropriate discount rates is determined for a period of 10 years. The present value of the values is combined with the residual values, which is the anticipated selling value at present value. Parameters which are applied during the valuation are: market rental growth, expenses inflation, period of cash flows, discount rate, capitalisation rate and reversionary rate. These valuations are regularly compared to actual market yield data, and actual transactions by the Group and those reported by the market.

The expected future market rentals are determined on the basis of current market rentals for similar properties in the same location and condition.

(c) Provision for impairment of trade receivablesSubjecttomanagement’sdiscretion,provisionforimpairmentisprovidedat50%ofoutstandingbalance,excludingVAT,fordebtageing60and/or90daysand100%ofoutstandingbalance,excludingVAT,fordebtageing120daysormore.

(d) Estimate of derivative liabilityThese are over-the-counter (‘OTC’) agreements between two parties to exchange periodic payments of interest over a set period based on notional principal amounts. Interest rate swaps exchange floating rates for fixed rates of interest based on notional amounts. The fair value of a derivative financial instrument is the amount at which it could be exchanged in a current transaction between willing parties, other than a forced liquidation or sale. Fair values are obtained from quoted market prices and discounted cash flow models.


CONTINUED



CONTINUED

4. CRITICAL ACCOUNTING ESTIMATES AND jUDGEMENTS (CONTINUED)4.2 CRITICAL JUDgEMENTS IN APPLYINg THE gROUP’S ACCOUNTINg POLICIESAllocation of share premium and debenture premiumThe Group has determined, in terms of the requirements of accounting standards, that the linked unit premium should be classified as debenture premium and not share premium. Debenture premium will be amortised over the minimum contractual period of the debentures, namely the remaining portion of 25 years from December 2002 (Refer to note 13 for financial disclosure).

Non-distributable reservesThe Group transfers all capital profits and unrealised profits to non-distributable reserves (Refer to note 12 for financial disclosure). Balances arising due to accounting anomalies are transferred to non-distributable reserves at the discretion of the directors and these currently comprise:

- straight-lineadjustments; - deferredtaxationonrevaluations; - amortisationofdebenturepremium; - fairvalueadjustmentsoninvestmentproperties;and - fair value adjustments in interest rate swaps.

At subsidiary level, it is the Group’s policy to allow for the distribution of capital and other unrealised profits to the holding company. At subsidiary level, these reserves are shown as distributable, but at Group level, these are classified as non-distributable.

GROUP COMPANY2016

N$ ‘0002015

N$ ‘0002016

N$ ‘0002015

N$ ‘000

5. INVESTMENT PROPERTIESBalance at fair value at beginning of year 2,149,935 1,924,634 572,846 537,248 Investment properties at valuation 2,205,749 1,977,150 599,300 560,800 Cumulative rental straight-line adjustments (55,814) (52,516) (26,454) (23,552)Additions through subsequent expenditure 95,439 45,945 17,965 6,536 Fair value adjustments 84,803 182,654 29,026 31,964 Disposals (59,892) - (59,892) - Rental straight-line basis adjustment 5,950 (3,298) 3,209 (2,902)

Balance at fair value at end of year 2,276,235 2,149,935 563,154 572,846 Investment properties at valuation 2,326,100 2,205,749 586,400 599,300 Cumulative rental straight-line adjustments (49,865) (55,814) (23,246) (26,454)


5. INVESTMENT PROPERTIES (CONTINUED)Property descriptions of freehold investment properties are detailed on pages 30 to 33 of this report.

Included in the portfolio are two South African properties, with property values of N$19 million and N$11 million respectively, for which sales agreements effective after year end, subject to suspensive conditions, have already been signed.

Investment properties were independently valued at their market value at 30 June 2016 by T Moulder FRICS FIV (SA) of Broll Valuation and Advisory Services, based on the discounted cashflow method. The vacant industrial land was valued based on the purchase price for similar land and after taking into account the size, location and physical attributes. The valuator has extensive experience in commercial, retail and industrial valuations throughout South Africa and Namibia.

Erven 2604, 2605, 2608 and 3776, New Bolt Street, Korsten, Port Elizabeth was sold on 25 April 2016, for total proceeds of N$60,9 million, before costs incurred during the sale. The fair vale of the property was valued at N$59 million. After incurring selling costs and commissions the Company made a loss of N$0,786 million.

Averagecapitalisationratefortheportfoliois9%(2015:9.1%)reflectingthenatureandlocationoftheproperty,thetenantanddurationofthelease, and whether the passing rentals were market related.

GROUP COMPANY2016

N$ ‘0002015

N$ ‘0002016

N$ ‘0002015

N$ ‘000

Revenue 288,278 269,388 105,852 100,293 Rental - straight-line adjustment (5,950) 3,298 (2,633) 2,139 Contractual property rental income earned from investment property 294,228 266,090 108,485 98,154

Direct operating expenses arising on the investment properties (91,534) (75,528) (22,952) (17,667)Net rental income 196,744 193,860 82,900 82,626

Properties encumbered as follow:All South African properties (note 13.2) 295,500 252,100 295,500 252,100 Erf 8081, Windhoek 95,000 - - -

390,500 252,100 295,500 252,100

Nedbank Limited facility (note 13.2) 122,744 121,985 122,744 121,985

Maerua Mall Node 1,231,100 1,149,400 - - Absa Bank Limited Facilities (note 13.2) 430,000 400,000 430,000 400,000

Erf 132, 135 and 139, Lafrenz 74,000 67,000 74,000 67,000 Old Mutual Investment Group Namibia Promissary Notes (note 13.2) 70,000 70,000 70,000 70,000

Gustav Voigts Centre, Channel Life and Baines 475,000 430,000 63,000 125,000 Nedbank Namibia Limited (note 13.2) 330,000 330,000 330,000 330,000


CONTINUED


COMPANY COMPANY2016

N$ ‘0002015

N$ ‘000

7. INTEREST IN SUBSIDIARIESDetails of the company's subsidiaries are as follows:Total interest in subsidiaries - shares at cost and loans 1,103,715 1,024,785


CONTINUED

COSTN$ ‘000

ACCUMULATED DEPRECIATION

N$ ‘000NET BOOK VALUE

N$ ‘000

6. FURNITURE AND EQUIPMENTGROUPBalance at 30 June 2014 384 (223) 161 Additions / Depreciation 134 (72) 62 Balance at 30 June 2015 518 (295) 223 Additions / Depreciation 84 (179) (95)Balance at 30 June 2016 602 (474) 128

COMPANYBalance at 30 June 2014 271 (110) 161 Additions / Depreciation 134 (72) 62 Balance at 30 June 2015 405 (182) 223 Additions / Depreciation 84 (86) (2)Balance at 30 June 2016 489 (268) 221

Comprising:2016

NAME OF SUBSIDIARY

PLACE OFINCORPORATIONAND OPERATION

ISSUED SHARE CAPITAL N$ ‘000

%HOLDING

TRADINGACCOUNTS

N$ ‘000

SHAREINVESTMENT

N$ ‘000INDEBTEDNESS

N$ ‘000

CIC Property Holding Trust (Pty) Ltd Namibia 10,000 100 (72) 26,062 (2,755)Allied Cargo (Pty) Ltd Namibia 15,000 100 9 1,188 3,109 Maerua Mall (Pty) Ltd Namibia 20,000 100 (20,451) 7,230 419,515 Maerua Park Properties (Pty) Ltd Namibia 400 100 (12,866) 7,818 165,609 Triple A (Pty) Ltd Namibia 200 100 609 1,573 571 Tuinweg Property Investments (Pty) Ltd Namibia 100 100 2,044 13,967 206,279 Verona Investments (Pty) Ltd Namibia 100 100 10 - 5,990 United Fitness House (Pty) Ltd Namibia 1 100 14,793 168 17,669 Phase Two Properties (Pty) Ltd Namibia 100 100 (133,665) - 379,311

(149,589) 58,006 1,195,298 Total interest in shares and loan accounts 1,103,715 Net cash outflow from investment activities - investment in subsidiary companies (78,930)


Refer to pages 8 to 9 for the diagram depicting group structure for more information.

No restrictions were placed on Oryx’s ability to access or use assets and settle liabilities of the subsidiary companies. There was also no change in the nature of risks associated with the subsidiary companies.

All the subsidiary companies are property investment companies.COMPANY COMPANY

2016N$ ‘000

2015N$ ‘000

Directors’ valuation 1,895,955 1,752,446

The directors’ valuation is based on the net asset value of the subsidiaries.

The above loans bear interest at variable rates, with no fixed dates of repayment, however, the lender undertakes to give at least 13 months written notice to the borrower of any required repayment of the capital sums advanced.

Profits of subsidiaries attributable to the holding company 56,705 135,547

2015

NAME OF SUBSIDIARY

PLACE OFINCORPORATIONAND OPERATION

ISSUED SHARE CAPITAL N$ ‘000

%HOLDING

TRADINGACCOUNTS

N$ ‘000

SHAREINVESTMENT

N$ ‘000INDEBTEDNESS

N$ ‘000

7. INTEREST IN SUBSIDIARIES (CONTINUED)CIC Property Holding Trust (Pty) Ltd Namibia 10,000 100 (72) 26,062 (5,398)Allied Cargo (Pty) Ltd Namibia 15,000 100 9 1,188 3,072 Maerua Mall (Pty) Ltd Namibia 20,000 100 (17,019) 7,230 346,843 Maerua Park Properties (Pty) Ltd Namibia 400 100 (13,757) 7,818 164,152 Triple A (Pty) Ltd Namibia 200 100 609 1,573 571 Tuinweg Property Investments (Pty) Ltd Namibia 100 100 1,079 13,967 205,966 Verona Investments (Pty) Ltd Namibia 100 100 10 - 5,861 United Fitness House (Pty) Ltd Namibia 1 100 15,033 168 17,669 Phase Two Properties (Pty) Ltd Namibia 100 100 (130,870) - 373,021

(144,978) 58,006 1,111,757 Total interest in shares and loan accounts 1,024,785 Net cash outflow from investment activities - investment in subsidiary companies (60,144)


CONTINUED



CONTINUED

GROUP COMPANY2016

N$ ‘0002015

N$ ‘0002016

N$ ‘0002015

N$ ‘000

8. INVESTMENT IN LISTED SHARESOpening balance - - - - Acquired during the year 25,000 - 25,000 - Fair value adjustment 45 - 45 - Closing balance 25,045 - 25,045 -

Oryx Properties Limited invested in 3,847,221 shares of the Delta Property Fund Ltd during the year at an annualised yield of12.6%.Refertonote31forfurtherdisclosure.

Opening balance 14,319 6,057 1,695 2,029 Additions 9,074 15,241 2,129 979 Amortisations (6,221) (5,662) (1,182) (1,435)Movement in short term portion included in current assets (1,344) (1,317) (397) 122 Closing balance 15,828 14,319 2,245 1,695 Closing balance of short term portion 6,049 4,705 1,233 836

Leasing commissions and tenant installations are capitalised to deferred expenditure and are amortised over the remaining lease period of the respective tenant on a straight-line basis.

Trade receivables 11,111 11,393 7,790 6,202 Other receivables 8,257 5,767 5,682 2,081 Receiver of Revenue - Value Added Tax ('VAT') 2,633 - - - Less: Provision for impairment (6,106) (3,319) (3,193) (2,027)

15,895 13,841 10,279 6,256

Bank Windhoek Limited (note 13.2) 8,465 8,968 8,465 8,966 Absa Bank Limited 1 - 1 - Nedbank Limited 1,200 820 1,200 820 Petty cash 5 5 4 5

9,671 9,793 9,670 9,791

9. OTHER ASSETS9.1 DEFERRED EXPENDITURE

9.2 TRADE AND OTHER RECEIVABLES

9.3 CASH AND CASH EQUIVALENTS


GROUP COMPANY2016

N$ ‘0002015

N$ ‘0002016

N$ ‘0002015

N$ ‘000

10. SHARE CAPITALAuthorised200 000 000 (2015 : 200 000 000) ordinary shares of 1 cent each 2,000 2,000 2,000 2,000 1 000 Class A variable rate redeemable preference shares of N$1,00 each 1 1 1 1 1 000 Class B variable rate redeemable preference shares of N$1,00 each 1 1 1 1 1 000 Class C variable rate redeemable preference shares of N$1,00 each 1 1 1 1 1 000 Class D variable rate redeemable preference shares of N$1,00 each 1 1 1 1 1 000 Class E variable rate redeemable preference shares of N$1,00 each 1 1 1 1 1 000 Class F variable rate redeemable preference shares of N$1,00 each 1 1 1 1

2,006 2,006 2,006 2,006 IssuedOrdinary shares of 1 cent each at the beginning of the year 661 661 661 661 Rights issue of ordinary shares of 1 cent each 118 - 118 - 77 859 791 (2015: 66 050 010) ordinary shares of 1 cent each 779 661 779 661

Opening balance (166) - - - Acquired during the year - - - - 5500 Ordinary Shares - exercising rights issue - - - - 5500 Debentures - exercising rights issue (note 27) (25) - - - 15 000 Ordinary shares - - - - 15 000 Debentures (note 27) (67) - - - 25 000 Ordinary shares - - - - 25 000 Debentures (note 27) - (112) - - Debenture premium (note 27) (188) (54) - - Closing balance (446) (166) - -

The portion of the debenture premium eliminated upon purchase of the treasury linked units is determined based on the remaining debenture premium at time of purchase divided by the total number of linked units in issue.

The change in fair value of listed investments held by the Share Incentive Trust is the net amount of the purchase price of the linked units and the determined book value of the linked units. 190 (326) - -

11. TREASURY LINKED UNITS


CONTINUED



CONTINUED

GROUP COMPANY2016

N$ ‘0002015

N$ ‘0002016

N$ ‘0002015

N$ ‘000

12. NON-DISTRIBUTABLE RESERVESThe Group transfers the following amounts to non-distributable reserves:

I. Straight-line adjustments of rental streamsII. Fair value adjustments on investment properties,

properties held for sale and financial instrumentsIII. Realised capital gains or losses on the disposal of

investment properties, properties held for sale and investments

IV. Amortisation of debenture premiumsV. Taxation on any of the above

Opening balance 826,426 633,668 228,942 186,929 Movement during the year 110,480 192,758 54,065 42,013 Balance at end of the period 936,906 826,426 283,007 228,942 Comprising: Capital reserves - Realised capital profits 48,892 48,892 39,994 39,994 - Unrealised capital profits (net of deferred taxation) 888,014 777,534 243,013 188,948 - Rental straight-lining (4,078) (6,540) (3,995) (5,683) - Amortisation of debenture premium 60,566 39,760 60,566 39,760 - Fair value adjustment on investment properties 831,526 744,314 186,442 154,871

936,906 826,426 283,007 228,942

The unrealised capital reserve is not distributable. Realised capital reserves are under the control of the directors, subject to the requirements of the Trust Deed.

13. BORROWINGS13.1 DEBENTURES AND DEBENTURE PREMIUM

Debentures66 050 010 Debentures of 449 cents each at the beginning of the year

296,453 296,565 296,565 296,565

Treasury linked units (note 11) (92) (112) - - Rights issue: Issue of 11 809 781 units (note 27) 53,026 - 53,025 - 77 859 791 (2015: 66 050 010) debentures of 449 cents each 349,387 296,453 349,590 296,565

Debenture premium Balance at the beginning of the year comprising: 141,232 152,528 141,286 152,528 Premium arising on listing 20,544 20,544 20,544 20,544 Premium arising on new issues 169,970 169,970 169,970 169,970 Treasury linked units (54) - - - Share issue expenses (9,468) (9,468) (9,468) (9,468)Amortisation of debenture premium (39,760) (28,518) (39,760) (28,518)

Rights issue during the year 175,879 (54) 176,067 - Premium arising on new issues (note 27) 183,052 - 183,052 - Antecedent debenture interest (5,669) - (5,669) - Treasury linked units (188) (54) - - Share issue expenses (note 27) (1,316) - (1,316) - Current year amortisation of debenture premium (20,806) (11,242) (20,806) (11,242)

296,305 141,232 296,547 141,286


GROUP COMPANY2016

N$ ‘0002015

N$ ‘0002016

N$ ‘0002015

N$ ‘000

13.2 INTEREST-BEARING BORROWINGSThe terms of the loan facility with Bank Windhoek are as follows:Revolving Credit Floating Interest Rate Facility - - - -

- Loan bearing interest at Bank Windhoek prime lending rate (2015: prime lending rate). At 30 June 2016 the account was in a favourable balance and reflected under Cash and Cash equivalents, refer to note 9.3.

- This is a N$20 million (2015: N$20 million) facility and is reassessed annually.

The terms of the loan facilities with Nedbank South Africa are as follows:5 Year Floating Interest Rate 52,499 51,671 52,499 51,671

- Loan expires 26 April 2021. - The loan matured on 24 November 2015. It was re-financedatRSAprimeless1.00%.

5 Year Floating Interest Rate 70,245 70,314 70,245 70,314 - Loan expires on 12 April 2017. - Loan bearing interest at a floating interest rate of RSA primeless0.75%(2015:RSAprimeless0.75%).

These loans are secured by Nedbank over properties in South Africa and one Namibian property to the value of N$391 million.

The terms of the loan facilities with Absa South Africa are as follows:Absa Revolving Credit Facility 64,516 44,011 64,516 44,011

- This is a N$210 million (2015: N$100 million) facility and is reassessed annually.

- Loanbearingvariableinterestat1monthJIBARplus2%(2015:1monthJIBARplus2%).

Absa Term Loan Facility 219,635 329,925 219,635 329,925 - This loan was converted to a 3 year term loan facility

on 1 September 2014 at a variable rate of 3 month JIBAR rateplus2.10%.

These loans by Absa are secured by all properties in the Maerua Mall Node to the value of N$1,231 million (2015: N$1,149 million).

13. BORROWINGS (CONTINUED)13.1 DEBENTURES AND DEBENTURE PREMIUM (CONTINUED)Units in issue are unsecured and bear interest at a variable rate. The debenture premium is amortised on a straight-line basis over the minimum contractual term of the investment, namely the remaining portion of 25 years from December 2002.

Intermsofthedebenturetrustdeed,theinterestentitlementofeverydebenturelinkedtoeachordinaryshareshallnotbelessthan90%ofnetearnings of the company before debenture interest, depreciation and amortisation, taxes (other than deferred taxation charges) and before taking into account both realised and unrealised capital profits but after provision for funding costs, whether interest or dividend in nature and also after transfers to reserves. The interest is payable bi-annually. The debentures are redeemable at the option of the holder after 25 years from 2nd December 2002 being the first date of the allotment of debentures.


CONTINUED


GROUP COMPANY2016

N$ ‘0002015

N$ ‘0002016

N$ ‘0002015

N$ ‘000

13. BORROWINGS (CONTINUED)13.2 INTEREST-BEARING BORROWINGS (CONTINUED)The terms of the loan facilities with Nedbank Namibia Limited are as follows:Nedbank Namibia Limited Revolving Credit Facility 630 6,180 630 6,180

- This is a N$30 million facility and is reassessed annually. - Loanbearingvariableinterestat3monthJIBARplus2%.

Nedbank Namibia Limited Revolving Credit Facility 78,377 160,000 78,377 160,000 - This is a N$160 million facility and is reassessed annually. - Loan bearing variable interest at 3 month JIBAR plus 1.75%.

5 Year Floating Interest Rate 140,000 140,000 140,000 140,000 - Loan expires 15 November 2018. - Loan bearing interest at a floating interest rate of 3

month JIBAR plus 2.

These loans by Nedbank Namibia Limited are secured by the Gustav Voigts Centre, Channel Life Tower and Baines shopping centre to the value of N$475 million (2015: N$430 million).

Promissory Notes issued to Old Mutual Investment Group Namibia (‘OMIGNAM’)Promissory Notes 70,000 70,000 70,000 70,000

- Promissory notes expire 04 September 2018. - Promissory notes bear variable interest at 3 month JIBAR plus1.95%plus0.20%adminfee.

These promissory notes are secured by OMIGNAM over property to the value of N$74 million (2015: N$67 million).

Domestic Medium Term Note Programme ('DMTNP')Registered value of N$500 million.

Total interest-bearing borrowings 695,902 872,101 695,902 872,101 Less: Classified as current liability (213,768) (441,862) (213,768) (441,862)- Absa Revolving Credit Facility 64,516 44,011 64,516 44,011 - Absa Term Loan Facility - 110,000 - 110,000 - Nedbank South Africa - 51,671 - 51,671 - OMIGNAM - 70,000 - 70,000 - Nedbank South Africa 70,245 - 70,245 - - Nedbank Namibia Limited Revolving Credit Facility 630 6,180 630 6,180 - Nedbank Namibia Limited Revolving Credit Facility 78,377 160,000 78,377 160,000

Total non-current portion of interest-bearing borrowings 482,134 430,239 482,134 430,239

Total non-current borrowings 1,127,826 867,924 1,128,271 868,090


CONTINUED


GROUP COMPANY2016

N$ ‘0002015

N$ ‘0002016

N$ ‘0002015

N$ ‘000

13. BORROWINGS (CONTINUED)13.2 INTEREST-BEARING BORROWINGS (CONTINUED)The fair value of the fixed interest rate loans, based on the best estimate of market related rates, amount to N$650 million (2015 : N$848 million).

The company's articles of association limit the Group's borrowing capacity (excluding debentures) to 60% of itsconsolidated total assets.

Borrowing capacity (excluding debentures) up to gearing ratioof60% 1,439,438 1,349,178 Less: borrowings (excluding debentures) (695,902) (872,101)Unutilised borrowing capacity 743,536 477,077

14. DERIVATIVE ASSET / LIABILITY

Interest rate swap agreementsNotional valueN$100 million 411 - 411 - N$100 million (347) 678 (347) 678 N$100 million 473 1,489 473 1,489 N$100 million 34 1,061 34 1,061 N$100 million - 1,025 - 1,025 Balance at end of year 571 4,253 571 4,253

Reflected underNon-current assets (181) - (181) - Current assets (167) - (167) - Non-current liabilities 167 574 167 574 Current liabilities 752 3,679 752 3,679

571 4,253 571 4,253

The N$100 million swap maturing 2 July 2017 is a step-up swap.Therateoftheswapwillincreaseto7.96%on2July2016.

Maturity Rate21-Jun-18 7.81%14-Oct-17 7.25%02-Jul-17 7.35%

27-Mar-17 7.49%09-Nov-15 10.29%


CONTINUED


GROUP COMPANY2016

N$ ‘0002015

N$ ‘0002016

N$ ‘0002015

N$ ‘000

15. DEFERRED TAXATIONDeferred Taxation South AfricaOpening balance 14,810 10,223 14,810 10,223 Deferred taxation charged to the statement of comprehensive income during the year:

- on revaluations (1,834) (263) (1,834) (263)- building allowance (1,864) 1,286 (1,864) 1,286 - rental straight-line basis adjustment (1,553) 404 (1,553) 404 - rate change adjustment (449) - (449) - - other 1,671 3,160 1,671 3,160 Balance at end of the year 10,781 14,810 10,781 14,810

Deferred Taxation NamibiaOpening balance 15,612 18,974 (2,853) 1,610 Deferred taxation charged to the statement of comprehensive income during the year:

- building allowance 14,942 15,872 1,602 4,892 - rate change adjustment (184) - 86 - - rental straight-line basis adjustment (639) 685 710 302 - derivative liability 1,178 6 1,178 6 - other (20,952) (19,925) (7,612) (9,663)Balance at end of the year 9,957 15,612 (6,889) (2,853)Total 20,738 30,422 3,892 11,957

Comprising temporary differences relative to:Building allowances 125,302 115,732 15,687 16,448 Capital allowances 35 25 35 25 Investment property revaluations 2,148 4,107 2,148 4,107 Tenant installation costs 7,001 6,278 1,113 835 Prepaid expenditure 638 400 638 400 Deferred income (401) (836) (401) (836)Deposits received (1,602) (1,338) (534) (368)Rental straight-line basis adjustment 15,957 18,419 7,799 8,912 Derivative liability (183) (1,404) (183) (1,404)Provisions (655) (1,090) (655) (1,089)Tax losses (127,502) (109,871) (21,755) (15,073)

20,738 30,422 3,892 11,957


CONTINUED


16. TRADE AND OTHER PAYABLESTrade and other creditors 20,718 16,962 16,853 11,832

Rental received in advance 1,301 2,534 1,254 2,534

Interest received 1,161 862 116,517 110,535

Other expenses include the following

Directors' emoluments - executive (note 33) 3,520 3,137 3,520 3,137 - non-executive (note 33) 2,059 1,811 2,059 1,811 Auditors' remuneration - current year 872 743 845 743 - other audit services - 41 - 41 Provision for impairment of receivables 2,902 329 1,167 (76)Salaries and other employee benefits 4,308 3,966 4,300 3,966 Other 2,212 1,652 2,139 1,616

15,873 11,679 14,030 11,238

GROUP COMPANY2016

N$ ‘0002015

N$ ‘0002016

N$ ‘0002015

N$ ‘000

17. DEFERRED INCOME

18. INVESTMENT INCOME

19. OTHER EXPENSES

20. FINANCE COSTS

Interest paid 67,009 76,137 67,066 76,136

The above finance costs are incurred on financial liabilities excluding debentures at amortised cost. Interest on debentures is separately disclosed in the statement of comprehensive income.


CONTINUED

21. TAXATIONThechangeinthestatutorytaxrateforcompaniesinNamibia,reducedfrom33%to32%aspublishedintheGovernmentGazettenumber311of30 December 2015.

Disallowable expenditure as per the tax rate reconciliation includes rental smoothing, costs incurred in generating exempt income and loss of sale of investment property.

Exempt income as per the tax rate reconciliation includes dividends received, capital profits on revaluation of listed investments and amortisation of debenture premium.


GROUP COMPANY2016

N$ ‘0002015

N$ ‘0002016

N$ ‘0002015

N$ ‘000

21. TAXATION (CONTINUED)Namibian normal taxation Deferred - building allowance 14,942 15,872 1,602 4,892 Deferred - rental straight-line basis adjustment (639) 685 710 302 Deferred - derivative liability 1,178 6 1,178 6 Deferred - other (20,952) (19,925) (7,612) (9,663)Deferred - rate change adjustment (184) - 86 -

South African normal taxationDeferred - revaluation of investment property (1,834) (263) (1,834) (263)Deferred - building allowance (1,864) 1,286 (1,864) 1,286 Deferred - rental straight-line basis adjustment (1,553) 404 (1,553) 404 Deferred - rate change adjustment (449) (449) - Deferred - other 1,671 3,160 1,671 3,160 Capital gains taxation 1,136 - 1,137 - Normal income taxation 4,891 - 4,891 - Total (3,657) 1,225 (2,037) 124

Tax losses available (398,444) (332,942) (67,981) (45,676)Less: Applied to reduce deferred tax liability 398,444 332,942 67,981 45,676 Balance unutilised - - - -

% % % %Reconciliation of effective tax rate:Namibian statutory rateStatutory rate 32.0 33.0 32.0 33.0 Capital gains (27.1) (31.5) (36.5) (19.4)Exempt income (7.4) (1.2) (26.7) (5.6)Disallowable expenditure (1.1) - 3.7 (7.8)Rate adjustment (0.9) - 0.3 - Other 0.8 0.4 12.3 - Effective rate (3.7) 0.7 (14.9) 0.2

Reconciliation of effective tax rate for South African operations only:South African statutory rate 28.0 28.0 28.0 28.0 Capital gains (0.4) 0.6 (0.4) 0.6 Disallowable expenditure (6.1) 1.7 (6.1) 1.7 Statutory rate difference (2.4) 3.5 (2.4) 3.5 Deferred tax - rate change adjustment (2.4) - (2.4) - Deemed South African expenditure (7.2) (10.5) (7.2) (10.5)Other 1.1 - 1.1 - Effective rate 10.6 23.3 10.6 23.3


CONTINUED


2016N$ ‘000

2015N$ ‘000

2016cents per

unit/share

2015cents per

unit/share

22. EARNINGS PER SHAREThe reconciliation to undistributed earnings is based on the weighted number of units of 74 183 692 (2015: 66 048 968) in issue at the end of the respective distribution period and is calculated as follows:

GROUPEarnings attributable to shares 105,640 191,283 142.40 289.61 Debenture interest 129,247 104,689 174.23 158.50 Earnings attributable to linked units 234,887 295,972 316.63 448.11 Adjustments for:Amortisation of debenture premium (20,806) (11,242) (28.05) (17.02)Capital profits (93,162) (179,306) (125.57) (271.47)- Fair value adjustment on investment property (84,803) (182,654) (114.31) (276.54)- Change in fair value of listed investment 90 326 0.12 0.49 - Capital gains taxation 1,136 - 1.53 - - Capital loss on sale of property 786 - 1.06 - - Deferred taxation on fair value adjustment of investment property (1,959) (263) (2.64) (0.39)- Fair value adjustment on derivative liability (3,683) (19) (4.96) (0.03)- Deferred taxation on fair value adjustment of derivative liability 1,221 6 1.65 0.01 - Rental straight-line basis adjustment to revaluation (5,950) 3,298 (8.02) 4.99

Headline earnings attributable to linked units 120,919 105,424 163.01 159.62 Debenture interest (129,247) (104,689) (174.23) (158.50)Headline earnings attributable to shares (8,328) 735 (11.22) 1.12

Distribution attributable to linked unitholdersThe reconciliation to undistributed earnings is based on the actual number of units of 77 859 791 (2015: 66 050 010) in issue at the end of the respective distribution period and is calculated as follows:

Distribution attributable to linked unitholdersInterest - paid 60,341 47,391 77.50 71.75 - declared 68,906 57,298 88.50 86.75

129,247 104,689 166.00 158.50

Basic earnings attributable to shareholders (8,328) 735 Antecedent interest 5,669 - Debenture interest 129,247 104,689 Rental straight-lining net of deferred taxation 3,488 (2,210)Distributable earnings 130,076 103,214 167.06 156.27 1st half distribution (60,341) (47,391) (77.50) (71.75)2nd half distribution (68,906) (57,298) (88.50) (86.75)Undistributed income for the year 829 (1,475) 1.06 (2.23)


CONTINUED


23. DIVIDEND PAID PER LINKED UNIT

2016N$ ‘000

2015N$ ‘000

2016cents per

unit/share

2015cents per

unit/share

22. EARNINGS PER SHARE (CONTINUED)COMPANYEarnings attributable to shares 48,935 55,736 65.96 84.39 Debenture interest 129,247 104,689 174.23 158.50 Earnings attributable to linked units 178,182 160,425 240.19 242.89 Adjustments for:Amortisation of debenture premium (20,806) (11,242) (28.05) (17.02)Changes in fair value of investment property (34,778) (29,338) (46.88) (44.40)- Fair value adjustment on investment property (29,026) (31,964) (39.13) (48.39)- Change in fair value of listed investment (45) - (0.06) - - Capital gains taxation 1,137 - 1.53 - - Capital loss on sale of property 786 - 1.06 - - Deferred taxation on fair value adjustment of derivative liability (1,959) (263) (2.64) (0.40)- Fair value adjustment on derivative liability (3,683) (19) (4.96) - - Deferred taxation on fair value adjustment of derivative liability 1,221 6 1.65 - - Rental straight-line basis adjustment to revaluation (3,209) 2,902 (4.33) 4.39

Headline earnings attributable to linked units 122,598 119,845 165.26 181.47 Debenture interest (129,247) (104,689) (174.23) (158.50)Headline earnings attributable to shares (6,649) 15,156 (8.97) 22.97 Distribution attributable to linked unitholdersInterest - paid 60,341 47,391 77.50 71.75 - declared 68,906 57,298 88.50 86.75

129,247 104,689 166.00 158.50

Basic earnings attributable to shareholders (6,649) 15,156Antecedent interest 5,669 -Debenture interest 129,247 104,689Rental straight-lining net of deferred taxation 1,521 (1,433)Distributable earnings 129,788 118,412 166.69 179.281st half distribution (60,341) (47,391) (77.50) (71.75)2nd half distribution (68,906) (57,298) (88.50) (86.75)Undistributed income for the year 541 13,723 0.69 20.78

GROUPUndistributed income transferred to reserves (note 22) 829 (1,475) 1.06 (2.23)Dividend paid (779) - (1.00) - Distributable reserves 50 (1,475) 0.06 (2.23)

COMPANYUndistributed income transferred to reserves (note 22) 541 13,723 0.69 20.78Dividend paid (779) - (1.00) -Distributable reserves (238) 13,723 (0.31) 20.78


CONTINUED


GROUP COMPANY2016

N$ ‘0002015

N$ ‘0002016

N$ ‘0002015

N$ ‘000

24. LEASESThe future minimum lease commitments receivable under non-cancellable operating leases are as follows: Not later than 1 yearContractual income 192,343 201,211 75,414 80,361

Later than 1 year and not later than 5 yearsContractual income 432,837 472,550 188,263 237,051

Later than 5 yearsContractual income 49,538 108,332 7,860 33,862

The Group conducts its rental activities of its investment properties in Namibia and South Africa under operating leases. Contractual rental income earned during the year was N$294,2 million (2015: N$266,1 million). The properties are managed and maintained by independent real estate managers at a cost of N$3,7 million (2015: N$5,0 million). Refer to the Chief Operations Officer’s report on pages 26 to 37.

Debenture interest paid is reconciled as follows:Amounts unpaid at beginning of the year (57,322) (53,354) (57,322) (53,354)Amounts charged to the income statement (129,247) (104,689) (129,247) (104,689)Amounts unpaid at end of the year 68,989 57,322 68,989 57,322

(117,580) (100,721) (117,580) (100,721)

Profit before tax 101,983 192,508 46,898 55,860 Adjustments: 88,183 (13,224) 26,122 13,385 Fair value adjustment to investment property (84,803) (182,654) (29,026) (31,964)Fair value adjustment to derivative liability (3,683) (19) (3,683) (19)Fair value adjustment to listed investment 90 326 (45) - Dividend received (1,577) - (1,577) (14,439)Investment income (1,161) (862) (116,517) (110,535)Finance costs 67,009 76,137 67,066 76,136 Distributions to linked unitholders 129,247 104,689 129,247 104,689 Straight-line basis adjustment to revenue 5,950 (3,298) 2,633 (2,139)Straight-line basis adjustment to fair value adjustment on investment property

(5,950) 3,298 (3,209) 2,902

Provision for impairment of receivables 2,902 329 1,167 (76)Amortisation of debenture premium (20,806) (11,242) (20,806) (11,242)Loss on sale of investment property 786 - 786 - Depreciation 179 72 86 72 Working capital changes: (5,286) (17,705) (2,396) (11,538)Movement in trade and other receivables (4,956) (196) (5,190) (2,618)Movement in deferred expenditure (2,853) (9,579) (947) 456 Movement in trade and other payables 2,523 (7,930) 3,741 (9,376)

184,880 161,579 70,624 57,707

25. RECONCILIATION OF NET INCOME BEFORE TAXATION TO CASH GENERATED FROM OPERATING ACTIVITIES

26. DISTRIBUTION PAID TO LINKED UNITHOLDERS


CONTINUED


GROUP COMPANY2016

N$ ‘0002015

N$ ‘0002016

N$ ‘0002015

N$ ‘000

27. PROCEEDS FROM THE ISSUE OF LINKED UNITSRights issue of ordinary shares 118 - 118 -Treasury linked units (note 11) (92) (112) - -Rights issue: Issue of 11 809 781 units (note 13.1) 53,026 - 53,025 -Premium arising on new issues (note 13.1) 183,052 - 183,052 -Treasury linked units (note 11) (188) (54) - -Share issue expenses (note 13.1) (1,316) - (1,316) -

234,600 (166) 234,879 -

28. DIVIDEND RECEIVED

29. SEGMENT INFORMATION

Dividend received is reconciled as follows:Amounts receivable at beginning of the year - - - - Amounts raised in the income statement (1,841) - (1,841) 14,439 Amounts receivable at end of the year 264 - 264 (14,439)

(1,577) - (1,577) -

TOTALN$ ‘000

RETAILN$ ‘000

INDUSTRIALN$ ‘000

OFFICESN$ ‘000

FUNDN$ ‘000

GROUP2016Statement of comprehensive incomeRental - cash flow basis 294,228 180,639 82,878 30,714 (3)Rental - straight-line adjustment (5,950) (2,269) (4,202) 521 - Revenue 288,278 178,370 78,676 31,235 (3)Rental expenses (91,534) (64,609) (15,143) (11,708) (74)Net rental income 196,744 113,761 63,533 19,527 (77)Investment income 1,161 (106,985) (2,642) (8,431) 119,219 Dividend received 1,841 - - - 1,841 Amortisation of debenture premium 20,806 - - - 20,806 Changes in fair value of derivative instruments 3,683 - - - 3,683 Changes in fair value of listed investments (90) - - - (90)Portfolio expenses (15,873) (1,125) (3,218) (682) (10,848)Loss on sale of investment property (786) - (786) - - Investment property fair value adjustments 90,753 50,168 39,700 885 - Finance costs (67,009) - (10,894) - (56,115)Debenture interest (129,247) - - - (129,247)Taxation 3,657 1,138 (2,027) (109) 4,655 Comprehensive income for the year 105,640 56,957 83,666 11,190 (46,173)Statement of financial positionProperties - at valuation 2,326,100 1,446,224 620,000 259,876 - Properties - straight-line basis adjustment (49,865) (24,475) (22,530) (2,860) - Other assets 122,829 52,866 31,216 469 38,278 Total assets 2,399,064 1,474,615 628,686 257,485 38,278

Total liabilities 1,461,065 17,400 28,858 3,248 1,411,559

Capital expenditure 95,439 75,104 18,045 2,290 84


CONTINUED


TOTALN$ ‘000

RETAILN$ ‘000

INDUSTRIALN$ ‘000

OFFICESN$ ‘000

FUNDN$ ‘000

29. SEGMENT INFORMATION (CONTINUED)GROUP2015Statement of comprehensive incomeRental - cash flow basis 266,090 161,491 72,368 32,231 - Rental - straight-line adjustment 3,298 548 1,897 853 - Revenue 269,388 162,039 74,265 33,084 - Rental expenses (75,528) (55,664) (9,857) (9,935) (72)Net rental income 193,860 106,375 64,408 23,149 (72)Investment income 862 (101,466) (5,606) (8,173) 116,107 Amortisation of debenture premium 11,242 - - - 11,242Changes in fair value of derivative liability 19 - - - 19 Changes in fair value of listed investments held by Share Incentive Trust (326) - - - (326)Portfolio expenses (11,679) (304) (2,356) 587 (9,606)Investment property fair value adjustments 179,356 120,506 48,969 9,881 - Finance costs (76,137) 329 (8,787) (330) (67,349)Debenture interest (104,689) - - - (104,689)Taxation (1,225) (182) (5,310) (498) 4,765 Comprehensive income for the year 191,283 125,258 91,318 24,616 (49,909)Statement of financial positionProperties - at valuation* 2,205,749 1,335,213 626,349 244,187 - Properties - straight-line basis adjustment (55,814) (26,743) (26,732) (2,339) - Other assets 98,695 53,438 31,223 2,900 11,134 Total assets 2,248,630 1,361,908 630,840 244,748 11,134

Total liabilities 1,421,279 (1,730) 392,741 108,081 922,187

Capital expenditure 46,079 45,182 683 80 134


CONTINUED

*Offices in Maerua Park were reallocated from Retail to Office, resulting in N$4,7 million revenue, N$5,0 million comprehensive income and N$34,9 million net property value being proportionately reclassified.


TOTALN$ ‘000

RETAILN$ ‘000

INDUSTRIALN$ ‘000

OFFICESN$ ‘000

FUNDN$ ‘000

29. SEGMENT INFORMATION (CONTINUED)COMPANY2016Statement of comprehensive incomeRental - cash flow basis 108,485 10,444 82,878 7,482 7,681 Rental - straight-line adjustment (2,633) 1,479 (4,202) 90 - Revenue 105,852 11,923 78,676 7,572 7,681 Rental expenses (22,952) (4,711) (15,143) (3,026) (72)Net rental income 82,900 7,212 63,533 4,546 7,609 Investment income 116,517 11 (2,642) (71) 119,219 Dividend received 1,841 - - - 1,841 Amortisation of debenture premium 20,806 - - - 20,806 Changes in fair value of derivative liability 3,683 - - - 3,683 Portfolio expenses (14,030) 12 (3,219) (12) (10,811)Loss on sale of investment property (786) - (786) - - Investment property fair value adjustments 32,235 6,082 26,533 (380) - Listed investment fair value adjustments 45 - - - 45 Finance costs (67,066) - (10,894) - (56,172)Debenture interest (129,247) - - - (129,247)Taxation 2,037 (468) (2,118) (32) 4,655 Comprehensive income for the year 48,935 12,849 70,407 4,051 (38,372)Statement of financial positionProperties - at valuation 586,400 63,000 451,400 72,000 - Properties - straight-line basis adjustment (23,246) (1,993) (21,403) 150 - Other assets 1,177,129 42,684 417,702 55,141 661,602 Total assets 1,740,283 103,691 847,699 127,291 661,602

Total liabilities 1,440,752 911 25,868 1,293 1,412,680

Capital expenditure 17,965 439 15,237 2,289 -


CONTINUED


30. CONTINGENT LIABILITIES AND GUARANTEESGuarantees to the amount of N$37,550 (2015: N$52,789) issued in favour of the City of Windhoek for electricity and water deposits for local companies, N$150,000 towards Nelson Mandela Bay Municipality, South Africa.

The tenant of Erf 6173 in Port Elizabeth, South Africa, was placed into liquidation during the prior financial year. A replacement tenant had been found and the premises is fully let. At the reporting date, the vacated tenant had a liability of approximately N$11,3 million towards the municipality. Oryx, as the landlord, could potentially be held liable. Oryx, however, holds surety from the tenant’s holding company, against all its obligations and is of the opinion that solid grounds exists to contest the claim, should the municipality decide to hold Oryx liable for the arrear electricity.


CONTINUED

TOTALN$ ‘000

RETAILN$ ‘000

INDUSTRIALN$ ‘000

OFFICESN$ ‘000

FUNDN$ ‘000

29. SEGMENT INFORMATION (CONTINUED)COMPANY2015Statement of comprehensive incomeRental - cash flow basis 98,154 9,136 72,368 10,370 6,280 Rental - straight-line adjustment 2,139 103 1,897 139 - Revenue 100,293 9,239 74,265 10,509 6,280 Rental expenses (17,667) (4,100) (9,857) (3,638) (72)Net rental income 82,626 5,139 64,408 6,871 6,208 Investment income 110,535 12 (5,606) 19 116,110 Dividend received 14,439 - - - 14,439 Amortisation of debenture premium 11,242 - - - 11,242 Changes in fair value of derivative liability 19 - - - 19 Portfolio expenses (11,238) (30) (1,766) 127 (9,569)Investment property fair value adjustments 29,062 3,066 18,615 7,381 - Finance costs (76,136) - (8,787) - (67,349)Debenture interest (104,689) - - - (104,689)Taxation (124) (34) (4,809) (46) 4,765 Comprehensive income for the year 55,736 8,153 62,055 14,352 (28,824)Statement of financial positionProperties - at valuation 599,300 55,000 474,300 70,000 - Properties - straight-line basis adjustment (26,454) (515) (26,180) 241 - Other assets 1,070,592 34,673 311,323 51,150 673,446 Total assets 1,643,438 89,158 759,443 121,391 673,446

Total liabilities 1,397,850 41,638 389,604 44,258 922,350

Capital expenditure 6,536 5,831 625 80 -


NOTES

AT FAIR VALUE

THROUGH PROFIT AND

LOSSN$ ‘000

LOANS AND RECEIVABLES

N$ ‘000

FINANCIAL LIABILITIES

AT AMORTISED

COSTN$ ‘000

NON-FINANCIAL

ASSETS AND LIABILITIES

N$ ‘000TOTAL

N$ ‘000

31. STATEMENT OF FINANCIAL POSITION31.1 CATEGORIES OF FINANCIAL INSTRUMENTSGROUP2016ASSETSInvestment properties 5 - - - 2,276,235 2,276,235 Furniture and equipment 6 - - - 128 128 Investment in listed shares 8 25,045 - - - 25,045 Deferred expenditure 9.1 - - - 21,877 21,877 Rental receivable straight-line basis adjustment - - - 49,865 49,865 Derivative asset 14 348 - - - 348 Trade and other receivables 9.2 - 5,005 - 10,890 15,895 Cash and cash equivalents 9.3 - 9,671 - - 9,671 Total assets 25,393 14,676 - 2,358,995 2,399,064 LIABILITIESDebentures 13.1 - - 349,387 - 349,387 Debenture premium 13.1 - - 296,305 - 296,305 Interest-bearing borrowings 13.2 - - 695,902 - 695,902 Derivative liability 14 919 - - - 919 Deferred taxation 15 - - - 20,738 20,738 Trade and other payables 16 - - 20,718 - 20,718 Taxation payable - - - 6,027 6,027 Deferred Income 17 - - - 1,301 1,301 Linked unitholders for distribution - - 69,768 - 69,768 Total liabilities 919 - 1,432,080 28,066 1,461,065

GROUP2015ASSETSInvestment properties 5 - - - 2,149,935 2,149,935 Furniture and equipment 6 - - - 223 223 Deferred expenditure 9.1 - - - 19,024 19,024 Rental receivable straight-line basis adjustment - - - 55,814 55,814 Trade and other receivables 9.2 - 8,074 - 5,767 13,841 Cash and cash equivalents 9.3 - 9,793 - - 9,793 Total assets - 17,867 - 2,230,763 2,248,630 LIABILITIESDebentures 13.1 - - 296,453 - 296,453 Debenture premium 13.1 - - 141,232 - 141,232 Interest-bearing borrowings 13.2 - - 872,101 - 872,101 Derivative liability 14 4,253 - - - 4,253 Deferred taxation 15 - - - 30,422 30,422 Trade and other payables 16 - - 16,962 - 16,962 Deferred Income 17 - - - 2,534 2,534 Linked unitholders for distribution - - 57,322 - 57,322 Total liabilities 4,253 - 1,384,070 32,956 1,421,279


CONTINUED



CONTINUED

NOTES

AT FAIR VALUE

THROUGH PROFIT AND

LOSSN$ ‘000

LOANS AND RECEIVABLES

N$ ‘000

FINANCIAL LIABILITIES

AT AMORTISED

COSTN$ ‘000

NON-FINANCIAL

ASSETS AND LIABILITIES

N$ ‘000TOTAL

N$ ‘000

31. STATEMENT OF FINANCIAL POSITION (CONTINUED)31.1 CATEGORIES OF FINANCIAL INSTRUMENTS (CONTINUED)COMPANY2016ASSETSInvestment properties 5 - - - 563,154 563,154 Furniture and equipment 6 - - - 221 221 Interest in subsidiaries 7 - 1,045,709 - 58,006 1,103,715 Investment in listed shares 8 25,045 - - - 25,045 Deferred expenditure 9.1 - - - 3,478 3,478 Rental receivable straight-line basis adjustment - - - 24,373 24,373 Derivative asset 14 348 - - - 348 Trade and other receivables 9.2 - 4,597 - 5,682 10,279 Cash and cash equivalents 9.3 - 9,670 - - 9,670 Total assets 25,393 1,059,976 - 654,914 1,740,283 LIABILITIESDebentures 13.1 - - 349,590 - 349,590 Debenture premium 13.1 - - 296,547 - 296,547 Interest-bearing borrowings 13.2 - - 695,902 - 695,902 Derivative liability 14 919 - - - 919 Deferred taxation 15 - - - 3,892 3,892 Trade and other payables 16 - - 16,853 - 16,853 Taxation payable - - - 6,027 6,027 Deferred income 17 - - - 1,254 1,254 Linked unitholders for distribution - - 69,768 - 69,768 Total liabilities 919 - 1,428,660 11,173 1,440,752

COMPANY2015ASSETSInvestment properties 5 - - - 572,846 572,846 Furniture and equipment 6 - - - 223 223 Interest in subsidiaries 7 - 966,779 - 58,006 1,024,785 Deferred expenditure 9.1 - - - 2,531 2,531 Rental receivable straight-line basis adjustment - - - 27,006 27,006 Trade and other receivables 9.2 - 4,175 - 2,081 6,256 Cash and cash equivalents 9.3 - 9,791 - - 9,791 Total assets - 980,745 - 662,693 1,643,438 LIABILITIESDebentures 13.1 - - 296,565 - 296,565 Debenture premium 13.1 - - 141,286 - 141,286 Interest-bearing borrowings 13.2 - - 872,101 - 872,101 Derivative liability 14 4,253 - - - 4,253 Deferred taxation 15 - - - 11,957 11,957 Trade and other payables 16 - - 11,832 - 11,832 Deferred income 17 - - - 2,534 2,534 Linked unitholders for distribution - - 57,322 - 57,322 Total liabilities 4,253 - 1,379,106 14,491 1,397,850



CONTINUED

31. STATEMENT OF FINANCIAL POSITION (CONTINUED)31.2 FAIR VALUE HIERARCHYAn entity is required in terms of IFRS 13 to disclose for each class of financial instrument that is carried at fair value, the level into which the fair value measurement will be classified in the fair value hierarchy.

The fair value hierarchy quantifies the significance and nature of the inputs that was used in measuring the fair value of each class of financial instrument. The lowest level input used that is significant to the fair value measurement will determine the level into which it is categorised.

The table below provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into levels 1 to 3 based on the degree to which the fair value is observable. - Level1fairvaluemeasurementsarethosederivedfromquotedprices(unadjusted)inactivemarketsforidenticalassetsandliabilities; - Level 2 fair value measurements are those derived from inputs other than quoted prices included within level 1 that are observable for the

assetandliability,eitherdirectlyorindirectly;and - Level 3 fair value measurements are those derived from valuation techniques that include inputs for asset or liability that are not based on

observable market data. Data is considered by the Group to be ‘market-based’ if the data is reliable, based on consensus within reasonable narrow, observable ranges, provided by sources that are actively involved in the relevant market, and supported by actual market transactions.


NOTESLEVEL 1

N$ ‘000LEVEL 2

N$ ‘000LEVEL 3

N$ ‘000

DESIGNATED AT FAIR

VALUEN$ ‘000

31. STATEMENT OF FINANCIAL POSITION (CONTINUED)31.2 FAIR VALUE HIERARCHY (CONTINUED)GROUP2016ASSETSInvestment properties - at valuation 5 - 2,326,100 - 2,326,100 Investment in listed shares 8 25,045 - - 25,045 Derivative asset 14 - 348 - 348 Trade and other receivables 9.2 - - 5,005 5,005 Cash and cash equivalents 9.3 - - 9,671 9,671

25,393 2,326,448 14,676 2,366,169

LIABILITIESDerivative liability 14 - 919 - 919

2015ASSETSInvestment properties - at valuation 5 - 2,205,749 - 2,205,749 Trade and other receivables 9.2 - - 8,074 8,074 Cash and cash equivalents 9.3 - - 9,793 9,793

- 2,205,749 17,867 2,223,616

LIABILITIESDerivative liability 14 - 4,253 - 4,253

COMPANY2016ASSETSInvestment properties - at valuation 5 - 586,400 - 586,400 Investment in listed shares 8 25,045 - - 25,045 Derivative asset 14 - 348 - 348 Trade and other receivables 9.2 - - 4,597 4,597 Cash and cash equivalents 9.3 - - 9,670 9,670

25,393 586,748 14,267 626,060

LIABILITIESDerivative liability 14 - 919 - 919

2015ASSETSInvestment properties - at valuation 5 - 2,205,749 - 2,205,749 Trade and other receivables 9.2 - - 4,175 4,175Cash and cash equivalents 9.3 - - 9,791 9,791

- 2,205,749 13,966 2,219,715

LIABILITIESDerivative liability 14 - 4,253 - 4,253

There were no transfers between Level 1, 2 or 3 during the year.


CONTINUED



CONTINUED

31. STATEMENT OF FINANCIAL POSITION (CONTINUED)31.2 FAIR VALUE HIERARCHY (CONTINUED)

LEVEL 1 INSTRUMENTS - VALUATION TECHNIQUEThe fair value of these instruments is based on quoted market prices, industry, bank or pricing service.

The only Level 1 instrument is the investment in listed shares.

An appropriate valuation technique for estimating the fair value of a particular financial instrument would incorporate observable market data about the market conditions and other factors that are likely to affect the instrument’s fair value. Inputs are selected on a basis that is consistent with the characteristics of the instrument that market participants would take into account in a transaction for that instrument. Principal inputs to valuation techniques applied by the Group include, but are not limited to, the following:

Discount rate: Where discounted cash flow techniques are used, estimates and the discount rate used is a market rate at the reporting date for an instrument with similar terms and conditions.

SENSITIVITY ANALYSIS OF KEY INPUTSVarious market conditions may affect the assumptions applied to the key inputs to the valuation model. The below table illustrates the potential impacta0.25%changeinboththecapitalisationandthediscountratescouldhaveonthepropertyvaluation.

The time value of money: The business may use well-accepted and readily observable general interest rates or an appropriate swap rate, as the benchmark rate to derive the present value of a future cash flow.

LEVEL 3 INSTRUMENTS - VALUATION TECHNIQUEThe carrying amount is considered to approximate the fair value of the instruments. The value consists of market rentals less impairment for bad debts and interest on late receipts from tenants as quoted per contract.

LEVEL 2 INSTRUMENTS - VALUATION TECHNIQUE Valuation Technique Key inputs

Investment properties - at valuation

Discounted cash flow model Discount rates, Capitalisation rates, Reversionary Capitalisation rates

Reversionary rate method Capitalisation rates, Reversionary Capitalisation rates

Perpetuity method Capitalisation rates

Derivative asset / liability Discounted cash flow model Discount rates Trade and other payables Discounted cash flow model Discount rates

Average Capitalisation rate Average Discount rateActual 8.80% 13.30%0.25%increase 9.00% 13.60%0.25%decrease 8.50% 13.10%

Porfolio value Porfolio value0.25%increase 2,203,459,455 2,224,419,426 0.25%decrease 2,332,406,280 2,309,372,399

Change in value Change in value0.25%increase (62,640,545) (41,680,574)0.25%decrease 66,306,280 43,272,399


32. FINANCIAL RISK MANAGEMENT The Group’s financial instruments consist mainly of deposits with banks, interest-bearing liabilities, derivative instruments, trade and other receivables, trade and other payables, debentures and linked unitholders for distribution. In the normal course of its operations, the Group is inter alia exposed to capital, credit, liquidity and market risk. In order to manage these risks, the Group may enter into transactions that make use of derivatives. The Group does not speculate in or engage in the trading of derivative instruments.

32.1 CAPITAL RISK MANAGEMENT Capital is actively managed to ensure that the Group is properly capitalised and funded at all times.

The Group has a business planning process that runs on an annual cycle with regular updates to projections. It is through this process, which includes risk and sensitivity analyses of forecasts, that the Group’s capital is managed. Specifically, the Group has adopted the following capital management policies: • maintenance,asaminimum,ofcapitalasmanagementbelievesisnecessary;and• maintenance of an appropriate level of liquidity at all times. The Group further ensures that it can meet its expected capital and financing

needs at all times, having regard to the business plans, forecasts and any strategic initiatives.

The Group has both qualitative and quantitative risk management procedures to monitor the key risks and sensitivities of the business. This is achieved through scenario analyses and risk assessments. From an understanding of the principal risks, appropriate risk limits and controls are defined. Asat30June2016thegearingratiowas29.0%(2015:38.8%).

32.2 CREDIT RISK MANAGEMENTCredit risk is the risk of loss associated with a counterparty’s failure or inability to fulfil its contractual obligations. The valuation of the relevant financial instrument takes into account the effect of credit risk on fair value by including an appropriate adjustment for the risk taken.

The Group’s credit risk is primarily attributable to its trade receivables. The amounts presented in the statement of financial position are net of allowances for doubtful receivables. An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows. The Group has no significant concentration of credit risk, with exposure spread over a large number of counterparties and customers.

The Group’s financial assets that are potentially subject to credit risk include cash resources as well as trade and other receivables. The credit risk attached to the Group’s cash resources is minimised by its cash resources only being placed with reputable financial institutions, as well as by keeping cash on hand to a relatively low level. Credit risk with respect to trade and other receivables is limited due to the large and diverse tenant base. In addition tenant creditworthiness is thoroughly assessed before leases are signed. The credit risk relating to the subsidiary loans are regarded as insignificant due to the group structure and loan terms.


CONTINUED


The total credit exposure relates to cash resources and trade and other receivables. Although the Group does not perceive there to be a credit risk relating to cash resources, the exposure to a single counterparty with respect to tenant receivables could be a potential for risk. The top 5 tenants byrentalareaaredisclosedonpage34ofthisreportand89.6%(2015:84.2%)oftotalfloorspaceisoccupiedbymajorSouthernAfricancompaniesor their franchisees and major Namibian tenants.

GROUP COMPANY2016

N$ ‘0002015

N$ ‘0002016

N$ ‘0002015

N$ ‘000

32. FINANCIAL RISK MANAGEMENT (CONTINUED)32.2 CREDIT RISK MANAGEMENT (CONTINUED)Total credit exposureInterest in subsidiaries (excluding shares) (note 7) - - 1,045,709 966,779 Investment in listed shares (note 8) 25,045 - 25,045 - Trade receivables (less impairment) (note 9.2) 5,005 8,074 4,597 4,175 Derivative asset (note 14) 348 - 348 - Cash and cash equivalents (note 9.3) 9,671 9,793 9,670 9,791

40,069 17,867 1,085,369 980,745


CONTINUED

Cash and cash equivalents Short term Long term Outlook Credit rating agencyBank Windhoek Limited A1+(NA) AA(NA) Stable GlobalNedbank Namibia Limited (Below) Below Below Below BelowNedbank Limited zaA-1 zaAA- Negative Standard & PoorNedbank Limited P-2(za) A1(za) Negative Moody's

Nedbank Namibia Limited adopts the rating of its holding company Nedbank Limited (based on National scale), which is the same as for Nedbank Limited reflected above.


GROUP COMPANY2016

N$ ‘0002015

N$ ‘0002016

N$ ‘0002015

N$ ‘000

32. FINANCIAL RISK MANAGEMENT (CONTINUED)32.2 CREDIT RISK MANAGEMENT (CONTINUED)The following table represents relevant information on trade and other receivables (net of impairment) at the statement of financial position date:

Other receivables 8,257 5,767 5,682 2,081 Trade receivables 5,005 8,074 4,597 4,175 Receiver of Revenue - VAT 2,633 - - -

15,895 13,841 10,279 6,256

Trade receivables before impairment 11,111 11,393 7,790 6,202 Bad debt provision (6,106) (3,319) (3,193) (2,027)Fair value of trade receivables 5,005 8,074 4,597 4,175 Impaired 6,106 3,319 3,193 2,027 Not impaired - 3,025 - - Total past due 6,106 6,344 3,193 2,027 Neither past due nor impaired 5,005 5,049 4,597 4,175 Total trade receivables 11,111 11,393 7,790 6,202

Age analysisCurrent 2,465 5,049 2,343 3,129 30 days 2,167 1,408 1,553 789 60 days 1,459 602 926 235 90+ days 5,020 4,334 2,968 2,049

11,111 11,393 7,790 6,202

Provision for impairmentOpening balance 3,319 5,063 2,027 3,725 Additional provisions 2,902 329 1,167 (76)Write-offs (115) (2,073) (1) (1,622)Closing balance 6,106 3,319 3,193 2,027


CONTINUED


32. FINANCIAL RISK MANAGEMENT 32.3 MARKET RISKInterest rate riskInterest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rate. Interest rate movements impact on the value of the Group’s short-term cash investments, interest bearing borrowings, accounts receivable and payable. The exposure to interest rate risk is managed through monitoring cash flows, investing surplus cash at negotiated rates and fixing interestratesonborrowingswhenappropriate,whichenablestheGrouptomaximisereturnswhileminimisingrisks.Currently57%(2015:46%)of interest-bearing borrowings have a fixed interest rate.

The Group is exposed to interest rate fluctuations as not all the debts are fixed at year end.

Thebelowtableillustratesthepotentialimpacta1%changeininterestratescouldhaveontheprofitbeforedebentureinterest,assumingthefull balance at reporting date attracts interest.

GROUP COMPANY

NOTES

BALANCE AT REPORTING DATE

N$ ‘000

1%INTERESTIMPACT

N$ ‘000

BALANCE AT REPORTING DATE

N$ ‘000

1%INTERESTIMPACT

N$ ‘000

2016ASSETSNon-current assetsInterest in subsidiaries (excluding shares) 7 - - 1,045,709 10,457 Current assetsTrade and other receivables 9.2 11,111 111 7,790 78 Cash and cash equivalents 9.3 9,671 97 9,670 97

LIABILITIESNon-current liabilitiesInterest-bearing borrowings 13.2 (482,134 ) (4,821) (482,134) (4,821) Current liabilitiesTrade and other payables 16 (9,480) (95) (9,752) (98) Interest-bearing borrowings 13.2 (213,768) (2,138) (213,768) (2,138)

(684,600) (6,846) 357,515 3,575

2015ASSETSNon-current assetsInterest in subsidiaries (excluding shares) 7 - - 966,779 9,668 Current assetsTrade and other receivables 9.2 11,393 114 6,202 62 Cash and cash equivalents 9.3 9,793 98 9,791 98

LIABILITIESNon-current liabilitiesInterest-bearing borrowings 13.2 (430,239) (4,302) (430,239) (4,302) Current liabilitiesTrade and other payables 16 (2,069) (21) (2,255) (23) Interest-bearing borrowings 13.2 (441,862) (4,419) (441,862) (4,419)

(852,984) (8,530) 108,416 1,084


CONTINUED


32. FINANCIAL RISK MANAGEMENT (CONTINUED)32.4 LIQUIDITY RISK MANAGEMENTLiquidity risk is the risk that cash may not be available to pay obligations when due at a reasonable cost. The Group proactively manages its liquidity risk by regularly assessing working capital requirements and monitoring cash flows, whilst ensuring surplus cash is invested in a manner to achieve maximum returns.

The following table details the Group’s remaining contractual maturity for its financial liabilities. The table has been drawn up based on the actual settlement amounts of financial liabilities based on the earliest date on which the Group can be required to pay.

* Includes payments of fixed interest rates inherent in the swap agreements.

At 30 June 2016, the Group had access to financial facilities, of which N$286 million (2015: N$70 million) is unutilised and has a remaining borrowing capacity in terms of the articles of association of N$743 million (2015: N$477 million). The Group expects to meet its obligations from operating cash flows and long-term debt. The interest-bearing borrowings and debentures will be re-financed on maturity.

Bank Windhoek Revolving Credit Facility was in a favourable balance at the reporting date and thus classified under Cash and Cash equivalents. Absa and Nedbank Namibia Limited Revolving Credit Facilities are classified under Current liabilities. An annual review has to be performed on all the Revolving Credit Facilities before it is extended for another 12 month period.

Debentures are required to be discounted in terms of IFRS 7, however due to the nature of a property loan stock company, it is impractical to do so. Returns on debentures are paid in the form of debenture interest, which is calculated based on the profits in the Group at the end of the reporting period. Such profits cannot be reliably estimated to the maturity date of the debentures.

32.5 FOREIGN CURRENCY RISK MANAGEMENTTheGroupundertakestransactionsdenominatedinforeigncurrencies;consequently,exposurestoexchangeratefluctuationsarise.Exchangerateexposures are managed within approved parameters. There were no foreign currency denominated monetary assets or monetary liabilities at the end of the reporting period.

GROUP COMPANY2016

N$ ‘0002015

N$ ‘0002016

N$ ‘0002015

N$ ‘000

Less than 3 months- Trade and other payables 20,718 16,962 16,853 11,831 - Distributions payable 69,768 57,322 - - - Interest payable * 8,633 8,846 8,633 8,846 Between 3 months and 1 year- Interest payable * 41,665 37,725 41,665 37,725 - Interest bearing borrowings 213,768 441,862 213,768 441,862 Between 1 and 5 years- Interest bearing borrowings 482,134 430,239 482,134 430,239 - Interest payable * 48,343 62,953 48,343 62,953 After 5 years- Debentures 349,387 296,453 296,453 296,565

1,234,416 1,352,362 1,107,849 1,290,021


CONTINUED


34. CAPITAL COMMITMENTS

33. RELATED PARTY TRANSACTIONSTransactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Group and other related parties are disclosed below:

35. SUBSEQUENT EVENTSSubsequent to year end, Erf 4076 Walmer, Port Elizabeth, South Africa, was sold for N$21 million before selling costs incurred. The property was valued at N$19 million at year end.

36. APPROVAL OF ANNUAL FINANCIAL STATEMENTSThe annual financial statements set out on pages 74 to 127 which have been prepared on a going concern basis, were approved by the Board of directors on 10 October 2016.

GROUP COMPANY2016

N$ ‘0002015

N$ ‘0002016

N$ ‘0002015

N$ ‘000

PARTY CONCERNED TRANSACTIONDirectors' fees - Executive remuneration 3,520 3,137 3,520 3,137

- Non-executive 2,059 1,811 2,059 1,811 Trustee fees - Trustees of Share Incentive Trust - - 9 37

The remuneration of directors is determined by the Board.

GROUP2016

N$ ‘0002015

N$ ‘000

Authorised and not contracted 32,000 160,000 Authorised and contracted 47,500 20,000

79,500 180,000


CONTINUED


UNITHOLDER INFORMATION

UNITHOLDERS’ DIARYFinancial year end 30 JuneAnnual general meeting 22 November 2016

Distribution plan dates in respect of the financial year ending 30 June 2017:

ANALYSIS OF LINKED UNITHOLDERS2016

FINANCIAL PERIOD DECLARATION DATE LAST DATE TO REGISTER PAYMENT DATE

1st half to 31 December 2016 Friday 3 March 2017 Friday 17 March 2017 Friday 31 March 2017

2nd half to 30 June 2017 Friday 1 September 2017 Friday 15 September 2017 Friday 29 September 2017

ANALYSIS OF UNITHOLDERSNUMBER OF

UNITHOLDERS % OF

UNITHOLDERS NUMBER OFUNITS HELD

% OFISSUED UNITS

Size of holding1 - 99 1 0.3 41 0

100 - 499 111 29.7 25,038 0500 - 999 14 3.8 8,972 0

1,000 - 1,999 40 10.7 49,476 0.12,000 - 2,999 26 7.0 62,037 0.13,000 - 3,999 7 1.9 24,594 04,000 - 4,999 12 3.2 50,938 0.15,000 - 10,000 22 5.9 146,332 0.2

Over 10,000 140 37.5 77,492,363 99.5373 100.0 77,859,791 100.0

Type of unitholdersIndividuals & Estates 281 75.3 4,500,643 5.8Trusts 17 4.6 964,030 1.2Nominee Other 6 1.6 2,301,169 3.0Nominee Private Clients 13 3.5 110,626 0.2Nominee Corporates 12 3.2 13,578,229 17.4Nominee Pension Fund 29 7.8 37,637,621 48.3Nominee Trusts 5 1.3 134,110 0.2Nominee Unit Trusts 4 1.1 765,235 1.0Corporate bodies 6 1.6 17,868,128 22.9

373 100.0 77,859,791 100.0


UNITHOLDER INFORMATION CONTINUED

ANALYSIS OF LINKED UNITHOLDERS (CONTINUED)2016 (CONTINUED)

SIGNIFICANT UNITHOLDERSNUMBER OFUNITS HELD %

Unitholdersinvestedin1%ormoreofthecompanyStandard Bank Namibia Nominees (Pty) Ltd* 44,024,693 56.5TLP Investments One Three Seven (Pty) Ltd 16,047,748 20.6CBN Nominees (Pty) Ltd* 5,342,320 6.9First National Bank Nominees (Pty) Ltd* 4,461,469 5.7RMBT Investments (Pty) Ltd 1,360,800 1.7

71,237,030 91.4

* Shares held by nominees consist of units held on behalf of various unit holders.

UNITHOLDER SPREADNUMBER OF

UNITHOLDERS % OF


% OFISSUED UNITS

Non-publicHeld by Directors: Direct 3 0.8 82,689 0.1Held by Directors: Indirect 2 0.5 4,490,339 5.7Held by related trust: Direct 1 0.3 45,500 0.1Holdings>10%ofissuedunits 2 0.5 60,072,441 77.2Public 365 97.9 13,168,822 16.9Total 373 100.0 77,859,791 100.0



ANALYSIS OF LINKED UNITHOLDERS (CONTINUED)2015

ANALYSIS OF UNITHOLDERSNUMBER OF

UNITHOLDERS % OF


% OFISSUED UNITS

Size of holding1 - 99 1 0.3 41 0

100 - 499 101 33.2 21,774 0500 - 999 12 3.9 8,800 0

1,000 - 1,999 33 10.9 41,621 0.12,000 - 2,999 21 6.9 49,118 0.13,000 - 3,999 6 2.0 20,480 04,000 - 4,999 9 3.0 40,381 0.15,000 - 10,000 17 5.6 116,205 0.2

Over 10,000 104 34.2 65,751,590 99.5304 100.0 66,050,010 100.0

Type of unitholdersIndividuals & Estates 241 79.3 3,629,876 5.5Trusts 11 3.6 567,722 0.9Nominee Companies 29 9.5 44,256,028 67.0Nominee Private Clients 6 2.0 60,136 0.1Nominee Corporates 5 1.6 1,051,894 1.6Nominee Pension Fund 3 1.0 9,419 0Nominee Trusts 3 1.0 72,300 0.1Corporate bodies 6 2.0 16,402,635 24.8

304 100.0 66,050,010 100.0

SIGNIFICANT UNITHOLDERSNUMBER OFUNITS HELD %

Unitholdersinvestedin1%ormoreofthecompanyStandard Bank Namibia Nominees (Pty) Ltd* 36,308,848 55.0TLP Investments One Three Seven (Pty) Ltd 14,572,335 22.1CBN Nominees (Pty) Ltd* 4,792,106 7.3First National Bank Nominees (Pty) Ltd* 3,683,228 5.6RMBT Investments (Pty) Ltd 1,360,800 2.1

60,717,317 92.1

* Shares held by nominees consist of units held on behalf of various unit holders.

UNITHOLDER SPREADNUMBER OF

UNITHOLDERS % OF


% OFISSUED UNITS

Non-publicHeld by Directors: Direct 3 0.7 67,990 0.1Held by Directors: Indirect 2 0.7 4,048,283 6.1Held by related trust: Direct 1 0.3 25,000 0Holdings>10%ofissuedunits 2 0.7 50,881,183 77.0Public 296 97.6 11,027,554 16.8Total 304 100.0 66,050,010 100.0



ANALYSIS OF LINKED UNITHOLDERS (CONTINUED)

UNITS TRADED AND ISSUED 2016 2015

Number of units traded on the NSX 4,646,430 2,091,124Number of units traded off market - -Units traded as a weighted percentage of issued capital 5.6% 3.2%

NSX PRICE HISTORY (CENTS)

12 month high 2,115 1,95312 month low 1,953 1,787Closing price 2,115 1,953


NOTICE OF ANNUAL GENERAL MEETING

ORYX PROPERTIES LIMITEDReg. No. 2001/673

NOTICE TO ALL UNITHOLDERS

PLEASE TAKE NOTE that the Annual General Meeting of the Company will be held at the Arebbusch Lodge, Auas Road, Windhoek, Namibia

on 22 November 2016 at 10:00.

AGENDA1. Notice convening the Meeting.

2. Apologies.

3. Confirmation of the minutes of the Annual General Meeting held on 25 November 2015.

4. Report of the Chairman of Oryx Properties Limited.To consider and, if deemed fit, to pass, with or without modification, the following Ordinary Resolutions:UnitholdersareadvisedthatinorderforallOrdinaryResolutionstobepassed,votesinfavourmustrepresentatleast50%+1(fiftypercentplus one) of all votes cast and/or exercised at the meeting in respect of these resolutions.

5. ANNUAL FINANCIAL STATEMENTSOrdinary Resolution Number 1:“Resolved that the audited financial statements for the Company for the year ended 30 June 2016, including the directors’ report and the report of the independent auditors, be adopted.”

6. NON-EXECUTIVE DIRECTORS’ REMUNERATION FOR THE YEAR ENDED 30 JUNE 2016Ordinary Resolution Number 2:“To ratify the remuneration of the non-executive directors for the financial year ended 30 June 2016 as set out on page 69 of the Integrated Annual Report of which this notice of the general meeting forms part.”

7. EXECUTIVE DIRECTORS’ REMUNERATION FOR THE YEAR ENDED 30 JUNE 2016Ordinary Resolution Number 3:“To ratify the remuneration of the executive directors for the financial year ended 30 June 2016 as set out on page 71 of the Integrated Annual Report of which this notice of the general meeting forms part.”

8. NON-EXECUTIVE DIRECTORS’ REMUNERATION FOR THE YEAR ENDED 30 JUNE 2017Ordinary Resolution Number 4:“Resolved that, in accordance with section 304 of the Companies Act, fees to be paid by the company to the non-executive directors for their services as directors be and are hereby approved as follows:


AGENDA (CONTINUED)8. NON-EXECUTIVE DIRECTORS’ REMUNERATION FOR THE YEAR ENDED 30 JUNE 2017 (CONTINUED)

SCHEDULE OF DIRECTORS’ FEES PAYABLE PER ANNUM:

8. NON-EXECUTIVE DIRECTORS FEE STRUCTUREOrdinary Resolution Number 5:“To approve the fee structure of the non-executive directors for the ensuing year which conforms with Principle C2.25.10 of the NamCode.

Non-executive directors’ fees are benchmarked against:• The annual PWC South Africa report on non-executive directors’ fee trends for mid cap (financial services) and small cap companies on

theJSE;• Normsofdirectors’feespaidinNamibiapertheannualPWCreport;and• Peer group of SA listed property companies.

Non-executive directors’ fees are structured as follows:• Board

- Fixedfeebasedonfourmeetingsperannum,paidquarterly; - Additionalfixedfeeforchairmanbasedonfourmeetingsperannum,paidquarterly;and - Attendance of additional meetings at an hourly rate, but capped on a daily basis.

• Risk, Audit and Compliance Committee - Fixedfeebasedonthreemeetingsperannum,paidquarterly; - Additionalfixedfeeforchairmanbasedonthreemeetingsperannum,paidquarterly;and - Attendance of additional meetings at an hourly rate, but capped on a daily basis.

• Remuneration and Nomination Committee - Fixedfeebasedontwomeetingsperannum,paidquarterly; - Additionalfixedfeeforthechairmanbasedontwomeetingsperannum,paidquarterly;and - Attendance of additional meetings at an hourly rate, but capped on a daily basis.

• Investment Committee - Fixedfeebasedontwoformalmeetingsperannumandadhocconferencecallmeetings,paidquarterly; - Additionalfixedfeeforchairmanbasedontwoformalmeetingsperannum,paidquarterly;and - Attendance of additional meetings at an hourly rate, but capped on a daily basis.”

NOTICE OF ANNUAL GENERAL MEETING

CHAIRMAN DIRECTOR/COMMITTEE

MEMBERCHAIRMAN

DIRECTOR/COMMITTEE

MEMBERCHAIRMAN

DIRECTOR/COMMITTEE

MEMBER2017

N$2017

N$2016

N$2016

N$Increase

%Increase

%

Annual fees per director

Board 270,000 150,000 270,000 150,000 0.0% 0.0%

Risk, Audit and Compliance Committee 157,000 105,000 157,000 105,000 0.0% 0.0%

Remuneration and Nomination Committee

105,000 70,000 105,000 70,000 0.0% 0.0%

Investment Committee 105,000 70,000 105,000 70,000 0.0% 0.0%

CONTINUED


NOTICE OF ANNUAL GENERAL MEETING CONTINUED

AGENDA (CONTINUED)9. UNISSUED LINKED UNITS

Ordinary Resolution Number 6:“Resolved that the authorised, but unissued ordinary and preference shares, in the capital of the Company be and are hereby placed under the control of the directors of the Company until the next annual general meeting, who are authorised to allot, issue and otherwise dispose of such shares and linked units at their discretion, subject at all times to the provisions of the Companies Act, 2004 (Act 28 of 2004), as amended, the Company’s Articles of Association and the Listing Requirements of the NSX, provided that each ordinary share of one (1) cent each be issued together with an unsecured variable-rate debenture of 449 cents each as a linked unit.

Thenumberofunitsissuedperfinancialyearmaynotexceed10%ofthetotalnumberofsharesinissuedeterminedimmediatelypriortoeachissue of new units.

This authority shall be restricted to the issue of linked units to a vendor for the acquisition or development of property assets, and further provided that any such issues may only be made after the registration of transfer of any property assets to be acquired or developed.”

10. AUTHORITY TO ACTION ALL ORDINARY AND SPECIAL RESOLUTIONSOrdinary Resolution Number 7:“Resolved that any director of the Company, and the Company Secretary be and is hereby authorised to do all such things as are necessary and to sign all such documents issued by the Company and take all actions as may be necessary to implement the above ordinary resolutions and special resolutions with or without amendment.”

11. APPOINTMENT OF AUDITORSIn terms of section 278(1) of the Companies Act 28 of 2004, the auditors of a public company are required to be appointed at the Company’s Annual General Meeting. The purpose of ordinary resolution number 8 is to confirm the re-appointment of Deloitte & Touche as independent auditors to the Company, as nominated by the Risk, Audit and Compliance Committee as required under section 278(1) of the Companies Act, for the ensuing year, and to authorise the directors to determine their remuneration.

Ordinary Resolution Number 8:“Resolved that the re-appointment of Deloitte & Touche as independent auditors to the Company for the ensuing year be confirmed and to authorise the directors to determine their remuneration be confirmed.”

12. BOARD COMPOSITIONOrdinary Resolution Number 9:“To ratify the appointment of any new directors and the re-election of any existing directors in accordance with the Articles of Association. Motions for ratification will be moved individually. In terms of the Company’s Articles of Association, all non-executive directors are subject to retirement by rotation after a period not exceeding three years. No directors are currently eligible for re-election.

• To ratify the appointment of Mr P Kazmaier who was appointed as a non-executive director of the Company with effect from 26 February2016;and

• To ratify the appointment of Mr G van Zyl who was appointed as executive director of the Company with effect from 1 July 2016.


NOTICE OF ANNUAL GENERAL MEETING CONTINUED

AGENDA (CONTINUED)12. BOARD COMPOSITION (CONTINUED)

Ordinary Resolution Number 9: (continued)In accordance with the board charter of the Company, a director should retire at the age of 70, but an appointment may be extended on a year-to-year basis.

• Toratifythere-appointmentofMrNBSHarrisasanon-executivedirectoroftheCompanyfortheyear1July2016to30June2017;and• To ratify the re-appointment of Mr F Uys, who will turn 70 in February 2017, as a non-executive director of the Company with effect

from 1 March 2017 to 30 June 2017.”

Abridged curricula vitae of these directors are available on pages 18 to 21 of this Integrated Annual Report.

13. TO TRANSACT ANY OTHER BUSINESS WHICH, UNDER THE ARTICLES OF ASSOCIATION, MAY BE TRANSACTED AT AN ANNUAL GENERAL MEETING

BY ORDER OF THE BOARD

NOTE: 1. A member entitled to attend and vote is entitled to appoint a proxy to attend, speak, vote, and on a poll, vote in his/her stead, and such proxy

need not also be a member of the Company.2. The Proxy Form must be deposited at the registered office of the Company not less than 48 (FORTY EIGHT) hours before the time of holding

the meeting.

Dated at WINDHOEK on 10 October 2016.

Registered Office

Maerua Mall Office Tower P O Box 97723 Tel. +264 61 423201 1st Floor, Unit 402 Maerua Park Fax. +264 61 423211Corner of Robert Mugabe Windhoekand Jan Jonker Avenue Windhoek


ORYX PROPERTIES LIMITED(“ORYX”)

I/We (Name/s in block letters)

being the registered holder/s of units in ORYX, as at the close of business on 20 November 2016

hereby appoint of

or failing him/her of

or failing him/her THE CHAIRMAN OF THE MEETINGas my/our Proxy to attend, speak and vote for me/us and on my/our behalf at the Annual General Meeting of ORYX to be held on the

22 November 2016 AT 10:00

and at any adjournment thereof and to vote for or against the resolutions or to abstain from voting in respect of the units registered in my/our name/s, in accordance with the following instructions:

RESOLUTION IN FAVOUR AGAINST ABSTAINOrdinary Resolution Number 1- To adopt the annual financial statements

Ordinary Resolution Number 2- To ratify non-executive directors’ remuneration for the year ending June 2016

Ordinary Resolution Number 3- To ratify executive directors’ remuneration for the year ending June 2016

Ordinary Resolution Number 4- To approve directors’ remuneration for the year ending 30 June 2017

Ordinary Resolution Number 5- To approve the non-executive directors’ fee structure for the year ending 30 June 2017

Ordinary Resolution Number 6- Placing of unissued linked units under the control of directors

Ordinary Resolution Number 7- Implementation of resolutions

Ordinary Resolution Number 8- Appointment of auditors

Ordinary Resolution Number 9

- Ratify the appointment of Mr P Kazmaier

- Ratify the appointment of Mr G van Zyl

- Ratify the re-appointment of Mr NBS Harris

- Ratify the re-appointment of Mr F Uys

PROXY FORM


Signed at on this day of 2016

Full names(in block letters)

Signature(s)

Assisted by (Guardian): Date: 2016

A member entitled to attend and vote is entitled to appoint a Proxy to attend, speak, vote, and on a poll, vote in his/her stead, and such Proxy need not also be a member of ORYX.

Registered Office

Maerua Mall Office Tower P O Box 97723 Tel. +264 61 423201 1st Floor, Unit 402 Maerua Park Fax. +264 61 423211Corner of Robert Mugabe Windhoekand Jan Jonker Avenue Windhoek

INSTRUCTIONS ON SIGNING AND LODGING THE PROXY FORM1. The Proxy Form must be deposited at the registered office of ORYX not less than 48 (FORTY-EIGHT) hours before the time of holding the

meeting.2. A deletion of any printed matter and the completion of any blank space(s) need not be signed or initialled. Any alteration must be signed,

not initialled.3. The Chairman of the meeting shall be entitled to decline to accept the authority of the signatory:

(a)underapowerofattorney;or (b) on behalf of a Company or any other entity unless the power of attorney or authority is deposited at the registered office of the Company not less than 48 (FORTY-EIGHT) hours before the time scheduled for the meeting.

4. The authority of a person signing a Proxy in a representative capacity must be attached to the Proxy form unless the authority has already been recorded by the Secretaries.

5. The signatory may insert the name of any person(s) whom the signatory wishes to appoint as his/her Proxy in the blank space(s) provided for that purpose.

6. When there are joint holders of units and if more than one such joint holder be present or represented, then the person whose name stands first in the register in respect of such units or his/her Proxy, as the case may be, shall alone be entitled to vote in respect thereof.

7. The completion and lodging of this Proxy form will not preclude the signatory from attending the meeting and speaking and voting in person thereat to the exclusion of any Proxy appointed in terms hereof should such signatory wish to do so.

8. The Chairman of the meeting may reject or accept any Proxy form that is completed and/or submitted other than in accordance with these instructions, provided that he/she is satisfied as to the manner in which a member wishes to vote.

9. If the unitholding is not indicated on the Proxy form, the Proxy will be deemed to be authorised to vote the total unitholding.

PROXY FORM CONTINUED


Company registration number: 2001/673

REGISTERED OFFICEMaerua Mall Office Tower1st Floor, Unit 402Corner of Jan Jonker & Robert Mugabe AvenueWindhoekP O Box 97723Maerua Park, Windhoek, Namibia

COMPANY SECRETARYEngela PagelOryx Properties LimitedTel. +264 61 423201Fax. +264 61 423211email. [email protected]. www.oryxprop.com

CHIEF EXECUTIVE OFFICERGerhard van ZylTel. +264 61 423201Fax. +264 61 423211email. [email protected]

CHIEF FINANCIAL OFFICERDebbie SmitTel. +264 61 423201Fax. +264 61 423211email. [email protected]

CHIEF OPERATIONS OFFICERCarel FourieTel. +264 61 423201Fax. +264 61 423211email. [email protected]

EXECUTIVE PROPERTY MANAGERConrad van der WesthuizenTel. +264 61 423201Fax. +264 61 423211email. [email protected]

TRUSTEEChristiaan Johan Gouws as nominee ofFisherQuarmby&PfeiferCorner of Robert Mugabe and Thorer Street(entrance in Burg St)WindhoekP O Box 37 Windhoek, Namibia

TRANSFER SECRETARIESTransfer Secretaries (Proprietary) Limited4 Robert Mugabe Avenue(entrance in Burg Street opposite 2A Chateau St)WindhoekP O Box 2401 Windhoek, Namibia

AUDITORSDeloitte & Touche Chartered Accountants (Namibia)ICAN Practice Number: 9407Deloitte BuildingMaerua Mall ComplexJan Jonker RoadWindhoekP O Box 47 Windhoek, Namibia

COMMERCIAL BANKSAbsa Bank Limited7th FloorBarclays Towers West15 Troye StreetJohannesburg, South Africa, 2001

BANK WINDHOEK LIMITED Maerua Mall BranchMaerua Park - Shop 0036 Cnr Jan Jonker and Robert Mugabe AvenueWindhoekP O Box 15Windhoek, Namibia

NEDBANK NAMIBIA LIMITED Corporate BranchBusiness Centre55 Rehobother RoadAusspannplatzP O Box 15Windhoek, Namibia

NEDBANK LIMITED - CORPORATE BRANCHNedbank ClocktowerClocktower PrecinctV&A WaterfrontCape Town, South Africa, 8001

OTHER FINANCIERSOld Mutual Investment Group (Namibia) LimitedMutual Tower10th Floor, WindhoekP O Box 165Windhoek, Namibia

ADMINISTRATIONAS AT DATE OF THIS REPORT


ADMINISTRATIONAS AT DATE OF THIS REPORT

SPONSORSimonis Storm Securities (Proprietary) Limited4 Koch Street, Klein WindhoekP O Box 3970 Windhoek, Namibia

DOMESTIC NOTE PROGRAMME SPONSORIJG Securities (Proprietary) Limited 1st Floor, Heritage Square,100 Robert Mugabe AvenueP O Box 186Windhoek, Namibia

LEGAL ADVISORSH D Bossau & Co49 Feld StreetWindhoekP O Box 1975 Windhoek, Namibia

Joubert Galpin & Searle Inc173 Cape RoadMill ParkP O Box 59Port Elizabeth, South Africa, 6000

Larson, Falconer, Hassan and Parsee (‘LFHP’) attorneys2nd Floor, 93 Richefond Circle, Ridgeside Office Park, Umhlanga Rocks, 4319P O Box 3313Durban, Docex 129, South Africa

Dr Weder Kauta & Hoveka IncWkh HouseJan Jonker Road, WindhoekP O Box 864 / 822 Windhoek, Namibia

Koep & Partners33 Schanzen Road, WindhoekP O Box 3516Windhoek, Namibia

CONTINUED


Maerua Mall Office Tower 1st Floor, Unit 402 Windhoek Tel. +264 61 423201 Fax. +264 61 423211 www.oryxprop.com

Documents

CONTENTS€¦ · PORTFOLIO VALUE 6.2% NET ASSET VALUE GROWTH 97.9% OCCUPANCY 16.8% ... LTD MAERUA PARK PROPERTIES (PTY) LTD PHASE TWO PROPERTIES (PTY) LTD TRIPLE A (PTY) LTD ... (‘SENS’)