THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTIONThe definitions and interpretations commencing on page 5 of this Circular apply, mutatis mutandis, to this cover.

ACTION REQUIRED BY GRIT SHAREHOLDERS• If you are in any doubt as to what action to take, please consult your broker, CSDP, banker, attorney, accountant or other professional

advisor immediately.• If you have disposed of all of your Grit Shares, please forward this Circular together with the attached form of proxy (blue), to the

purchaser to whom, or CSDP or broker or agent through whom the disposal was effected.• Shareholders of Grit are referred to page 2 of this Circular, which sets out the action required by them in respect of this Circular for

both Certificated and Dematerialised Shareholders.

GRIT REAL ESTATE INCOME GROUP LIMITED(previously known as Mara Delta Property Holdings Limited)

(Registered by continuation in the Republic of Mauritius)(Registration number: C128881 C1/GBL)

SEM share code: DEL.N0000JSE share code: GTRISIN: MU0473N00036

(“Grit” or “the company”)

CIRCULAR TO SHAREHOLDERS

regarding

• the transaction in terms of which Grit provides GEPF with an irrevocable and unconditional guarantee for 50% of all losses that may be suffered by GEPF in terms of the CRO, up to a maximum of USD17 500 000, which transaction is deemed to be a related party transaction;

and incorporating

• a notice of General Meeting of Grit Shareholders;

• a form of proxy (blue) in respect of the General Meeting (for use by shareholders on the Mauritian register only); and

• a form of proxy (grey) in respect of the General Meeting (for use by certificated and dematerialised Shareholders with “own-name” registration on the South African register only).

JSE Sponsor and Transaction Advisor

Independent Reporting Accountants

SEM Authorised Representative, Sponsor and Transaction Advisor

Independent Expert Company Secretary

Date of issue: Wednesday, 20 December 2017Copies of this Circular are available in English only and may be obtained from the Company and JSE Sponsor at the addresses set out in the “Corporate Information” section of this Circular during normal office hours from Wednesday, 20 December 2017 until Monday, 22  January 2018 (both days inclusive) and is also available on the website of Grit at www.grit.group from Wednesday, 20 December 2017.

CORPORATE INFORMATION

DirectorsSandile Hopeson Nomvete (Chairman)*Bronwyn Anne Corbett (Chief Executive Officer)Leon Paul van de Moortele (Chief Financial Officer)Peter Todd (Lead independent Director)*+

Ian Donald Macleod*+

Chandra Kumar Gujadhur *+

Matshepo More*Nomzamo Radebe*Catherine McIlraith*+

Maheshwar Doorgakant*+^

* Non-executive+ Independent^ Alternate to Mr Gujadhur

JSE Sponsor and Transaction AdvisorPSG Capital Proprietary Limited(Registration number 2006/015817/07)1st Floor, Ou Kollege35 Kerk StreetStellenbosch, 7600(PO Box 7403, Stellenbosch, 7599)andBuilding 32nd Floor11 Alice LaneSandhurstSandton, 2196(PO Box 650957, Benmore, 2010)

Transfer SecretariesComputershare Investor Services Proprietary Limited(Registration number 2004/003647/07)15 Biermann AvenueRosebankJohannesburg, 2196(PO Box 61051, Marshalltown, 2107)

Company Secretary and Registered AddressIntercontinental Fund Services LimitedLevel 5, Alexander House35 CybercityEbène, 72201Mauritius

Date and place of incorporation of GritIncorporated on 16 May 2012 in Bermuda and registered by continuation as a Public Company in the Republic of Mauritius on 11 March 2015

Independent Reporting AccountantsBDO South Africa Incorporated22 Wellington RoadParktownJohannesburg, 2193South Africa

Independent ExpertKPMG Services Proprietary Limited(Registration number 1999/012876/07)KPMG Crescent85 Empire RoadParktown, 2193(Private Bag 9, Parkview, 2122, South Africa)

SEM Authorised Representative, Sponsor and Transaction AdvisorPerigeum Capital Limited35 CybercityEbène, 72201Mauritius

1

CONTENTS

Page

Corporate information Inside front cover

Action required 2

Important dates and times 4

Definitions and interpretations 5

Circular to Shareholders

1. Introduction and purpose of the Circular 8

2. Rationale for the Transaction 8

3. Details of the Transaction 9

4. Pro forma financial effects of the Transaction 10

5. Particulars of directors and their interests 11

6. Irrevocable undertakings 12

7. Major Shareholders 12

8. Material changes 12

9. Material contracts 13

10. Litigation statement 13

11. Opinion and recommendation 13

12. Experts’ consents 13

13. Costs 13

14. Directors’ responsibility statement 13

15. General Meeting of Shareholders 14

16. Documents available for inspection 14

Annexure 1 Pro forma financial information of Grit 15

Annexure 2 Independent Reporting Accountants’ limited assurance report on the pro forma financial information of Grit 20

Annexure 3 Opinion of the Independent Expert on the Transaction 23

Notice of General Meeting 27

Form of proxy (blue) for use by Shareholders on the Mauritian register only Attached

Form of proxy (grey) for use by certificated and dematerialised Shareholders with “own-name” registration on the South African register only Attached

2

ACTION REQUIRED

This Circular is important and requires your immediate attention.

The definitions and interpretations commencing on page 5 of this Circular apply, mutatis mutandis, to this section.

Please take careful note of the following provisions regarding the action required by Grit Shareholders.

If you are in any doubt as to what action to take, please consult your CDSP, broker, banker, attorney, accountant or other professional advisor immediately.

If you have disposed of all your Shares in Grit, please forward this Circular to the purchaser of such Shares or to the CSDP, broker, banker or other agent through whom the disposal was effected.

The General Meeting of Grit Shareholders will be held at the offices of Intercontinental Fund Services Limited, Level 5, Alexander House, 35 Cybercity, Ebène, 72201, Mauritius at 10:00 (Mauritian time) on Monday, 22 January 2018 at which General Meeting Grit Shareholders will be requested to consider and, if deemed fit, to pass the resolutions set out in the Notice of General Meeting attached to this Circular.

DEMATERIALISED SHAREHOLDERS ON THE MAURITIAN REGISTER

In accordance with the mandate between you and your broker, you must advise your broker timeously if you wish to attend, or be represented at the General Meeting. If your broker has not contacted you, you are advised to contact your broker and provide it with your voting instructions. If your broker does not obtain instructions from you, it will be obliged to act in terms of your mandate furnished to it.

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

If you are unable to attend the General Meeting, but wish to be represented thereat, you must complete and return the attached form of proxy (blue), in accordance with the instructions contained therein, to be received by the Company Secretary by no later than 12:00 (Mauritian time) (10:00 South African time) on Friday, 19 January 2018:

Hand deliveries and postal deliveries to:Intercontinental Fund Services LimitedLevel 5, Alexander House35 CybercityEbène, 72201Mauritius

CERTIFICATED AND DEMATERIALISED SHAREHOLDERS WITH “OWN-NAME REGISTRATION ON THE SOUTH AFRICAN REGISTER

Certificated Shareholders or Dematerialised Shareholders with “own-name” registration

You are entitled to attend in person, or be represented by proxy, at the General Meeting. If you are unable to attend the General Meeting, but wish to be represented thereat, you must complete and return the attached form of proxy (grey), in accordance with the instructions contained therein, to be received by the South African Transfer Secretaries by no later than 12:00 (Mauritian time) (10:00 South African time) on Thursday, 18 January 2018:

Hand deliveries to:Computershare Investor ServicesProprietary Limited15 Biermann AvenueRosebankJohannesburg, 2196

Postal deliveries to:Computershare Investor ServicesProprietary LimitedPO Box 61051Marshalltown, 2107

3

Dematerialised Shareholders other than with “own-name” registration

A dematerialised Shareholder without “own-name” registration, who is unable to attend the General Meeting, but wishes to be represented thereat, must not complete the attached form of proxy, but must instead contact its CSDP or broker in the manner and time stipulated in the agreement between it and the CSDP or broker in order to furnish the CSDP or broker with the Shareholder’s voting instructions and, in the event that such Shareholder wishes to attend the General Meeting, to obtain the necessary letter of representation from its CSDP or broker (as the case may be).

4

IMPORTANT DATES AND TIMES

The definitions and interpretations commencing on page 5 of the Circular apply, mutatis mutandis, to this section:

Record date to determine which shareholders are eligible to receive the Circular Friday, 15 December 2017

Circular posted to Shareholders and announced on SENS on Wednesday, 20 December 2017

Last day to trade in order to be eligible to vote at the General Meeting Tuesday, 9 January 2018

Record date to be eligible to vote at the General Meeting Friday, 12 January 2018

Last day for Shareholders on the South African register to lodge forms of proxies in respect of the General Meeting Thursday, 18 January 2018

Last day for Shareholders on the Mauritian register to lodge forms of proxies in respect of the General Meeting Friday, 19 January 2018

General Meeting to be held at 10:00 on Monday, 22 January 2018

Results of the General Meeting released on SENS on Monday, 22 January 2018

Notes:

1. All times are South African standard times.

2. The dates and times set out above are subject to change. Any such change will be released on SENS.

5

DEFINITIONS AND INTERPRETATIONS

In this Circular and the annexures thereto, unless otherwise stated or the context indicates a contrary intention, the following expressions shall have the meanings set out opposite them. Cognate expressions bear corresponding meanings, words denoting one gender shall import and include the others, natural persons shall import and include juristic persons and vice versa and the singular shall import and include the plural and vice versa, as follows:

“BEE” black economic empowerment, as such term is defined in the Broad-Based Black Economic Empowerment Act, No. 53 of 2003;

“BoAML” Bank of America, N.A.;

“Board” or “Directors” the board of directors of Grit;

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

“Certificated Shares” shares which have not been Dematerialised, title to which is represented by a Share certificate(s) or other document(s) of title;

“Certificated Shareholders” holders of Certificated Shares;

“Circular” this bound document issued on Wednesday, 20 December 2017, including the annexures, the notice of General Meeting, the form of proxy (blue) for use by Shareholders on the Mauritian register and the form of proxy (grey) for use by certificated and dematerialised Shareholders with “own-name” registration on the South African register;

“Company Secretary” Intercontinental Fund Services Limited, Grit’s company secretary, the particulars of which appear in the Corporate Information section of the Circular;

“Conditions Subsequent” the conditions subsequent to the Transaction as set out in paragraph 3.2;

“CRO” the contingent repurchase obligation in terms of which GEPF grants to BoAML an irrevocable and unconditional right to require GEPF to purchase from BoAML all the present and future liabilities and obligations of Drive in Trading owed to BoAML under the Senior Term Loan Facility, limited to a specified amount as set out in the CRO Agreement;

“CRO Agreement” the contingent repurchase obligation agreement entered into between BoAML (as lender), the GEPF (as grantor) and Drive in Trading on or about 14 August 2017, which agreement records the terms of the CRO;

“CRO Trigger Event” the occurrence or existence of an event giving rise to an entitlement on the part of BoAML to enforce its rights under the CRO as a result of a trigger event under the CRO Agreement and payment by the GEPF to BoAML in compliance with its obligations under the CRO as a result of enforcement by BoAML of the CRO;

“CSDP” a Central Securities Depository Participant as defined as a “participant” in the Financial Markets Act;

“Dematerialisation” the process by which Certificated Shares are converted to an electronic form as uncertificated shares and recorded in the sub-register of shareholders maintained by a CSDP;

“Dematerialised Shares” shares which have been dematerialised through a CSDP or broker and replaced by electronic record(s) of ownership under the Strate system;

“ Dematerialised Shareholders”

holders of Dematerialised Shares;

6

“Drive in Trading” Drive in Trading Proprietary Limited, registration number 2017/059131/07, a private company duly incorporated in accordance with the laws of South Africa;

“Financial Markets Act” the Financial Markets Act, No. 19 of 2012, as amended or re-enacted from time to time;

“General Meeting” the general meeting of Grit Shareholders to be held on Monday, 22 January 2018 at 10:00 at the offices of Intercontinental Fund Services Limited, Level 5, Alexander House, 35 Cybercity, Ebène, 72201, Mauritius for the purpose of considering, and if deemed fit, passing, with or without modification, the resolutions contained in the notice of the general meeting attached to, and forming part of, this Circular;

“GEPF” Government Employees Pension Fund, a fund created under the Government Pension Law, 1996 (acting through its authorised representative, the Public Investment Corporation SOC Limited, a public company created in terms of the Public Investment Corporation Act, 2004, with registration number 2005/009094/30);

“Grit” or the “Company” Grit Real Estate Income Group Limited (previously known as Mara Delta Property Holdings Limited), registration number C128881 C1/GBL, a public company incorporated in Bermuda and registered by continuation in Mauritius as a public company limited by shares, which has a dual primary listing on the Official Market of the SEM and the Main Board of the JSE;

“Group” or “Grit Group” means Grit and its Subsidiaries;

“Guarantee” the irrevocable and unconditional guarantee granted by Grit to GEPF pursuant to the Guarantee Agreement;

“Guarantee Agreement” the agreement entered into between Grit and GEPF on 11 December 2017, recording the terms of the Transaction;

“Guarantee Amount” an amount equal to 50% of the total facility liabilities, as contemplated in the CRO Agreement, which amount shall not exceed USD17 500 000 and shall be payable by Grit to GEPF in accordance with the provisions of the Guarantee Agreement;

“Guarantee Obligations” the amount actually payable by Grit to GEPF in terms of the Guarantee Agreement, which amount shall be equal to 50% of the total facility liabilities owing by GEPF to BoAML under or in connection with the CRO following a CRO Trigger Event, including without limitation the payment of all amounts of any nature whatsoever (whether in respect of interest, principal, indemnities or otherwise) less the Recovered Collateral Amount, up to a maximum amount of USD17 500 000 and subject to the provisions of paragraph 3.2;

“IFRS” International Financial Reporting Standards;

“Independent Expert” KPMG Services Proprietary Limited, registration number 1999/012876/07, a private company duly incorporated under the laws of South Africa;

“ Independent Reporting Accountants”

means BDO South Africa Incorporated, registration number 1995/002310/21, a private company incorporated in South Africa, the particulars of which appear in the Corporate Information section of the Circular;

“JSE” JSE Limited, registration number 2005/022939/06, a public company with limited liability, incorporated under the laws of South Africa, and licensed as an exchange under the Financial Markets Act;

“ JSE Listings Requirements”

the Listings Requirements of the JSE in force from time to time;

“Last Practicable Date” the last practicable date before finalisation of this Circular, being Monday, 11 December 2017;

7

“Ordinary Shares” or “Shares”

ordinary no par value shares in the share capital of Grit;

“ Own-name Dematerialised Shareholders”

Dematerialised Shareholders who have instructed their CSDP to hold their Dematerialised Shares in their “own name” on the sub-register;

“Pledged Securities” the pledge and cession by Drive in Trading of its rights, title and interest in and to the Subscription Shares to and in favour of GEPF as security for the obligations assumed by GEPF under the CRO Agreement;

“ PSG Capital” or “JSE Sponsor”

PSG Capital Proprietary Limited, registration number 2006/015817/07, a private company with limited liability, incorporated in accordance with the laws of South Africa;

“ Recovered Collateral Amounts”

the amounts, equal to the net proceeds of all amounts received pursuant to the sale or other realisation of the Pledged Securities (after deducting all costs and expenses incurred by GEPF in relation to such realisation), by which GEPF’s losses following an event of default under the Senior Term Loan Facility is reduced or discharged, as the case may be;

“Register” the register of Certificated Shareholders maintained by the Transfer Secretaries and the sub-register of Dematerialised Shareholders maintained by the relevant CSDPs;

“Senior Term Loan Facility” the senior term loan facility in the amount of USD33 400 000 made available by BoAML to Drive in Trading;

“SENS” the Stock Exchange News Service operated by the JSE;

“Shareholders” the holders of the Ordinary Shares in the Company;

“Short-Term Loan” the short-term loan advanced by GEPF to Drive in Trading for the purpose of funding the subscription by Drive in Trading for the Subscription Shares;

“South Africa” the Republic of South Africa;

“Strate” the electronic clearing and settlement system used by the JSE and operated by Strate Proprietary Limited, registration number 1998/022242/07, a private company with limited liability, incorporated in accordance with the laws of South Africa;

“Subscription Shares” 23 250 000 shares in the ordinary share capital of Grit, equivalent to 11.15% of the issued share capital of Grit after the issue of same to Drive in Trading pursuant to a rights offer undertaken by Grit;

“Transaction” the transaction in terms of which GEPF requires Grit to equally share the financial risk by providing an irrevocable and unconditional guarantee for 50% (fifty percent) of the losses that may be suffered by the GEPF, up to an amount limited to US$17.5 million, following a CRO Trigger Event, and actual enforcement of the CRO by BoAML;

“Transfer Secretaries” Computershare Investor Services Proprietary Limited, registration number 2004/003647/07, a private company with limited liability, incorporated in accordance with the laws of South Africa; and

“USD” United States Dollars, the lawful currency of the United States of America.

8

GRIT REAL ESTATE INCOME GROUP LIMITED(previously known as Mara Delta Property Holdings Limited)

(Registered by continuation in the Republic of Mauritius)(Registration number: C128881 C1/GBL)

SEM share code: DEL.N0000JSE share code: GTRISIN: MU0473N00036

(“Grit” or “the company”)

DirectorsSandile Hopeson Nomvete (Chairman)*Bronwyn Anne Corbett (Chief Executive Officer)Leon Paul van de Moortele (Chief Financial Officer)Peter Todd (Lead independent Director)*+

Ian Donald Macleod*+

Chandra Kumar Gujadhur*+

Matshepo More*Nomzamo Radebe*Catherine McIlraith*+

Maheshwar Doorgakant*+^

* Non-executive+ Independent^ Alternate to Mr Gujadhur

CIRCULAR TO SHAREHOLDERS

1. INTRODUCTION AND PURPOSE OF THE CIRCULAR

1.1 In the announcements released on SENS on Tuesday, 12 September 2017 and Tuesday, 12 December, Grit shareholders were advised, inter alia, of the Transaction.

1.2 The Transaction has been deemed to be a related party transaction by the JSE and accordingly shareholders will be requested to approve same as such. Drive in Trading, the holder of 11.15% of the shareholding of Grit, and GEPF, the holder of 31.65% of the shareholding of Grit, are both considered related parties to the Transaction. Although they will be taken into account for the purpose of determining a quorum, neither Drive in Trading, GEPF nor their associates will be entitled to vote on the Transaction. Furthermore, Matshepo More, being an executive director of the Public Investment Corporation SOC Limited and a non-executive director of Grit, and Nomzamo Radebe, being an executive director of Drive in Trading and a non-executive director of Grit, have both recused themselves from voting on the board resolution approving the Transaction.

1.3 Accordingly, the purpose of this Circular is to convene the General Meeting to obtain Shareholder approval for the Transaction and to provide Shareholders with sufficient information regarding the Transaction as required in terms of the JSE Listings Requirements to enable Shareholders to consider the resolutions to be tabled at the General Meeting.

2. RATIONALE FOR THE TRANSACTION

2.1 Grit is committed to supporting the underlying economies of its operations and to being a responsible corporate citizen of these economies in Africa. As a large portion of Grit’s shareholders are based in South Africa, and Grit is listed on the main board of the JSE, it is imperative that the Company abides by the principles of BEE in South Africa. Accordingly, in partnership with GEPF, Grit wishes to implement the Transaction in order to ensure a long-term sustainable funding solution for its BEE partner, Drive in Trading.

2.2 The implementation of the transformation strategy, will encourage South African banks and investors to continue to support future capital raises, enabling Grit to grow the Company’s investment base, enhance liquidity and ultimately create value for all shareholders.

9

3. DETAILS OF THE TRANSACTION

3.1 The Transaction

3.1.1 Grit recently undertook a rights offer, in which Drive in Trading, a BEE consortium, was the primary underwriter, and as a result subscribed for the Subscription Shares.

3.1.2 The subscription by Drive in Trading for the Subscription Shares was funded by the Short-Term Loan.

3.1.3 Drive in Trading subsequently concluded a senior term loan facility agreement with BoAML in terms of which BoAML made available to Drive in Trading the Senior Term Loan Facility, the proceeds of which were used to settle the Short-Term Loan.

3.1.4 As security for the payment obligations of Drive in Trading under the Senior Term Loan Facility, BoAML, Drive in Trading and GEPF entered into the CRO, in terms of which GEPF grants to BoAML an irrevocable and unconditional right to require GEPF, on the occurrence of a CRO Trigger Event, to purchase from BoAML all the present and future liabilities and obligations at any time of Drive in Trading owed to BoAML, limited to a specified amount as set out in the CRO Agreement.

3.1.5 As security for the obligations assumed by GEPF under the CRO Agreement, Drive in Trading pledges and cedes its rights, title and interest in and to the Subscription Shares to and in favour of GEPF.

3.1.6 In turn, GEPF requires Grit to share in the financial risk of GEPF arising in terms of the CRO by providing an irrevocable and unconditional guarantee to GEPF in terms of the Guarantee Agreement for 50% of all losses that may be suffered by GEPF in terms of the CRO Agreement following the occurrence of a CRO Trigger Event and the actual enforcement of the CRO by BoAML, and after GEPF having exercised its rights under the Pledged Securities, up to a maximum of USD17 500 000 and subject to paragraph 3.2 below.

3.1.7 To the extent that the Transaction is not approved by shareholders, the Guarantee Agreement will remain valid and binding against Grit, provided that the maximum liability of Grit will be limited to USD12 500 000 which is less than 4.9% of Grit’s USD market capitalisation at close of business on 8 December 2017, the business day prior to the conclusion of the Guarantee Agreement. Accordingly, no shareholder approval is required should Grit’s exposure in terms of the Guarantee be limited to USD12 500 000.

3.2 Conditions Subsequent to the Transaction

3.2.1 By no later than 120 Business Days calculated from and including 18 August 2017, Grit shall procure unconditional shareholder approval for entering into the Guarantee, up to a maximum liability of USD17 500 000.

3.2.2 In the event that the condition in paragraph 3.2.1 is not fulfilled, then Grit’s maximum liability in terms of the Guarantee shall at all times be limited to USD12 500 000, being equal to or less than 4.9% of Grit’s USD market capitalisation on the business day prior to the date of signature of the Guarantee Agreement.

3.3 Material Terms of the Transaction

3.3.1 The obligations of Grit in terms of the Guarantee shall commence on the date of signature of the Guarantee Agreement and shall continue in full force and effect until the date on which GEPF notifies Grit that all sums due from Grit in respect of the total facility liabilities as contemplated in the CRO Agreement have been paid in full, and all other actual or contingent liabilities or payment obligations of Grit thereunder or in respect thereof have been satisfied and fully and finally discharged.

3.3.2 Immediately upon the occurrence of a CRO Trigger Event, GEPF shall be entitled to demand payment from Grit of the Guarantee Amount by delivering a demand notice to Grit pursuant to which Grit shall be obliged to pay the Guarantee Amount into a cash collateral account.

3.3.3 The cash collateral account shall be held by GEPF and be used to secure the liability of Grit in respect of the payment of the Guarantee Amount, until the amount standing to the cash collateral account is repaid pursuant to the provisions of the Guarantee Agreement.

10

3.3.4 Grit shall be required to maintain the cash collateral account with a minimum balance equal to 50% of the total facility liabilities as contemplated in the CRO Agreement, subject to a maximum of USD17 500 000.

3.3.5 Following the enforcement and realisation of the Pledged Securities, the Guaranteed Obligations payable by Grit to GEPF shall be determined and calculated as 50% of the actual total facility liabilities as contemplated in the CRO Agreement less the Recovered Collateral Amount plus the costs of enforcement incurred by GEPF pursuant to enforcing the Pledged Securities.

3.3.6 Grit shall be required to pay the Guaranteed Obligations, following the determination of same. Payment of the Guaranteed Obligations shall be settled by netting the Guaranteed Obligations off against the balance in the cash collateral account.

3.4 Salient Terms of the Senior Term Loan Facility

The capital amount under the Senior Term Loan Facility is USD33 400 000 subject to interest calculated thereon. The term of the Senior Term Loan Facility is for a period of three years, which may be extended for an additional two years. The capital amount together with interest calculated thereon is payable over a period of six months.

4. PRO FORMA FINANCIAL EFFECTS OF THE TRANSACTION

4.1 The pro forma financial effects of the Transaction on Grit, as set out below, are the responsibility of the directors of Grit. The pro forma financial effects are presented in a manner consistent with the basis on which the historical financial information of Grit has been prepared and in terms of Grit’s accounting policies. The pro forma financial effects have been presented for illustrative purposes only and, because of their nature, may not give a fair reflection of Grit’s financial position, nor of the effect on future earnings post the implementation of the Transaction.

4.2 The pro forma financial effects as set out below, should be read in conjunction with the pro forma statement of financial position and statement of comprehensive income as set out in Annexure 1, together with the assumptions upon which the financial effects are based.

4.3 The Independent Reporting Accountant’s report on the pro forma financial information appears in Annexure 2 to this Circular.

4.4 Set out below are the pro forma financial effects of the Transaction, based on the reviewed results of Grit for the year ended 30 June 2017:

Reviewed results before

Transaction (USD cents)

Pro forma adjustments

(USD cents)

Pro formas after the

Transaction (USD cents)

Change (%)

Basic earnings per share 16.06 (0.96) 15.10 (6)Headline earnings per share 8.65 (0.96) 7.69 (11.1)Net asset value per share 150.94 (0.51) 150.43 (0.34)Tangible net asset value per share 145.25 (0.51) 144.74 (0.35)

Number of ordinary shares in issue 208 514 261 – 208 514 261 –Weighted number of ordinary shares in issue 110 435 576 – 110 435 576 –

Note and assumption:

Refer to notes and assumption under the Pro Forma Financial information in Annexure 1.

11

5. PARTICULARS OF DIRECTORS AND THEIR INTERESTS

5.1 Directors’ interests in Grit

The table below sets out the direct and indirect beneficial interests of the directors’ (and their associates), including any directors who may have resigned during the last 18 months, in Grit’s issued share capital as at the Last Practicable Date.

DirectorBeneficial

TotalPercentage

heldDirect Indirect

Sandile Hopeson Nomvete – 7 020 241 7 020 241 3.37Bronwyn Anne Corbett 601 988 7 742 619 8 344 607 4.00Leon Paul van de Moortele – 422 061 422 061 0.20Peter Todd – – – –Ian Donald Macleod – – – –Chandra Kumar Gujadhur – – – –Matshepo More – – – –Jacqueline van Niekerk – – – –Nomzamo Radebe – 3 875 000 3 875 000 1.86Catherine McIlraith – – – –

Total 601 988 19 059 921 19 661 909 9.43

5.2 Directors’ interests in transactions

5.2.1 Nomzamo Radebe, a non-executive Director of Grit, is also an executive Director of Drive in Trading and holds an indirect beneficial interest of 16.67% in Drive in Trading and, accordingly, has an indirect interest in the Transaction.

5.2.2 Save for paragraph 5.2.1 above and save that certain of the directors (set out in paragraph 5.1 above) directly or indirectly have a shareholding in Grit, none of the directors of Grit (including directors who have resigned during the last 18 months) have any material interest, directly or indirectly, in the Transaction.

5.2.3 None of the directors of Grit have any beneficial interest (directly or indirectly) in any transactions that were effected by the Company in the current or preceding financial year or during an earlier financial year which remain in any respect outstanding or unperformed.

5.3 Directors’ service contracts and remuneration

5.3.1 Details of the remuneration paid to the directors of the Company and its major subsidiaries for the year ended 30 June 2017 are as follows:

Fees for services

as a director

(USD)

Basic salary (USD)

Bonus (USD)

Expense allowance

(USD)

Other benefits

(USD)Total (USD)

Sandile Hopeson Nomvete – – – – – –Bronwyn Anne Corbett – 291 667 212 359 – 75 824 579 850Leon Paul van de Moortele – 178 571 126 406 – 57 998 362 975Peter Todd 22 800 – – – – 22 800Ian Donald Macleod 19 200 – – – – 19 200Chandra Kumar Gujadhur 16 800 – – – – 16 800Matshepo More 8 400 – – – – 8 400Jacqueline van Niekerk 16 800 – – – – 16 800Maheshwar Doorgakant 12 000 – – – – 12 000

Total 96 000 470 238 338 765 – 133 822 1 038 825

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5.3.2 There will be no variation in the remuneration to be received by any of the directors as a consequence of the Transaction.

5.3.3 All executive directors’ service contracts are on terms that are standard for such contracts and are subject to standard periods of notice. Non-executive directors are not bound by service contracts. No director has an employment contract with the Group for a minimum guaranteed employment period.

6. IRREVOCABLE UNDERTAKINGS

6.1 As at the Last Practicable Date, the following Shareholders have provided irrevocable undertakings to vote in favour of all resolutions necessary to approve and implement the Transaction, in respect of all Shares held by them on the date of the General Meeting:

Shareholder

Number of Shares

undertaken to vote

Percentage of Grit’s

issued share capital

Percentage of shares

eligible to vote

Bowwood & Main No 117 Proprietary Limited 5 746 061 2.76 4.82Bronwyn Corbett 601 988 0.29 0.5Copapax Proprietary Limited 1 135 000 0.54 0.95Delta Property Fund Limited 23 866 776 11.45 20.01Freedom Asset Management 8 958 493 4.30 7.51Transformers Investments Limited 10 709 853 5.14 8.98

Total 51 018 171 24.47 42.78

6.2 The irrevocable undertakings referred to in paragraph 6.1 above may not be withdrawn until the earlier of the date on which Grit announces or advises that the Transaction will not proceed or 31 January 2018, however, the Shareholders who provided such irrevocable undertakings shall be entitled to sell their Shares prior to the date of the General Meeting.

7. MAJOR SHAREHOLDERS

As at the last practicable date, the following shareholders beneficially (other than directors and their associates), directly or indirectly, held 5% or more of the listed ordinary shares in the Company:

Name of shareholderNumber of

shares held

Percentage of issued

share capital

Government Employees Pension Fund 65 998 116 31.65Delta Property Fund Limited 23 866 776 11.45Drive in Trading 23 250 000 11.15Pivotal Global Proprietary Limited 13 187 535 6.32Transformers Investment Limited 10 709 853 5.14Eskom Pension and Provident Fund 10 575 119 5.07

Total 147 587 399 70.78

Note: Government Employees Pension Fund, Drive in Trading and their associates cannot vote on the Transaction.

8. MATERIAL CHANGES

There have been no material changes in the financial or trading positions of the Grit Group since the financial year ended 30 June 2017 up to the Last Practicable Date, save for the Transaction which details have been included in this Circular.

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9. MATERIAL CONTRACTS

Save for the Guarantee Agreement, there has been no other material contracts entered into by the Company or the Group, other than in the ordinary course of business, in the 2 (two) years prior to the date of the Circular, that constitutes a restrictive funding arrangement or that contains an obligation or settlement that is material to Grit at the Last Practicable Date.

10. LITIGATION STATEMENT

There are no legal or arbitration proceedings, including any proceedings that are pending or threatened of which the Company is aware, which may have or have had a material effect on the financial position of the Group in the last 12 months.

11. OPINION AND RECOMMENDATION

The Board has considered the terms and conditions of the Transaction, and is of the unanimous opinion that such terms and conditions thereof are fair to the Shareholders and, accordingly, recommends that the Shareholders vote in favour of the resolution in respect of the Transaction to be proposed at the General Meeting (“Resolution”). The Board has been advised to this effect by the Independent Expert, whose opinion is set out in Annexure 3 to this Circular. The directors, individually intend to vote in favour of the resolution in respect of the Shares held by them.

12. EXPERTS’ CONSENTS

Each of the advisers, whose names appear in the “Corporate Information” section of this Circular, have consented in writing to act in the capacities stated and to the inclusion of their names and, where applicable, to the inclusion of their reports in this Circular in the form and context in which they appear and have not withdrawn their consents prior to the Last Practicable Date.

13. COSTS

13.1 The preliminary expenses incurred by Grit in relation to the Transaction prior to the date of this Circular is USD34 000 paid to Cliffe Dekker Hofmeyr in respect of the agreements relating to the Transaction. Save for the aforementioned, there have been no preliminary expenses relating to the Transaction incurred by Grit in the three years immediately preceding the date of this Circular

13.2 The estimated further costs, excluding value added tax, expected to be incurred by Grit in relation to the Transaction are set out below:

USD (’000)

PSG Capital 37.0Independent Reporting Accountants – BDO 13.3JSE – Documentation fees 25.0Independent expert – KPMG 24.4Printing, publication and distribution – Ince 2.2Other contingency 4.4

Estimated total 106.5

Note: A ZAR:USD exchange rate of 13.5:1 has been used in the above table.

14. DIRECTORS’ RESPONSIBILITY STATEMENT

The directors of Grit, whose names are given on page 8 of this Circular, collectively and individually accept full responsibility for the accuracy of the information given and certify that to the best of their knowledge and belief there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that the Circular contains all information required by law and the JSE Listings Requirements.

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15. GENERAL MEETING OF SHAREHOLDERS

The General Meeting of Grit Shareholders will be held at the offices of Intercontinental Fund Services Limited, Level 5 Alexander House, 35 Cybercity, Ebène, 72201, Mauritius at 10:00 (Mauritian time) (08:00 South African time) on Monday, 22 January 2018 at which General Meeting Grit Shareholders will be requested to consider and, if deemed fit, to pass the resolutions set out in the Notice of General Meeting attached to this Circular.

16. DOCUMENTS AVAILABLE FOR INSPECTION

The following documents, or copies thereof, will be available during normal business hours for inspection by the Shareholders from Wednesday, 20 December 2017 to Monday, 22 January 2018 at the registered office of Grit and the offices of PSG Capital (see the Corporate Information Section for address details):

16.1 Guarantee Agreement;

16.2 the Memorandum of Incorporation of the Company;

16.3 service contracts of the executive directors;

16.4 the report of the Independent Reporting Accountant, which is reproduced in Annexure 2 to this Circular;

16.5 the opinion of the Independent Expert on the Transaction, which is reproduced in Annexure 5 to this circular;

16.6 the written consents referred to in paragraph 12;

16.7 Irrevocable Undertakings referred to in paragraph 6;

16.8 the audited financial statements of the Company for the financial year ended 30 June 2017, 30 June 2016 and 30 June 2015; and

16.9 a signed copy of this Circular.

By order of the board

Signed on behalf of all the directors of the Company in terms of powers of attorney signed by such directors

Bronwyn CorbettChief Executive Officer

Mauritius20 December 2017

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ANNEXURE 1

PRO FORMA FINANCIAL INFORMATION OF GRIT

The pro forma financial effects of the Transaction on Grit, as set out below, are the responsibility of the directors of Grit. The pro forma financial effects are presented in a manner consistent with the basis on which the historical financial information of Grit has been prepared and in terms of Grit’s accounting policies which comply with IFRS. The pro forma financial information is presented in accordance with the provisions of the JSE Listings Requirements and the Guide on Pro Forma Financial Information issued by the South African Institute of Chartered Accountants. The pro forma financial effects have been presented for illustrative purposes only and, because of their nature, may not give a fair reflection of Grit’s financial position, changes in equity and results of operations, nor of the effect on future earnings post the implementation of the Transaction.

The pro forma financial information as set out below should be read in conjunction with the limited assurance report of the Independent Reporting Accountants, which is included as Annexure 2 to this Circular.

The directors of Grit are responsible for the preparation of the pro forma financial information. The pro forma statement of financial position of Grit has been prepared on the assumption that the Transaction was affected on 30 June 2017 and the pro forma statement of Comprehensive Income has been prepared on the assumption that the Transaction was affected on 1 July 2016.

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Pro forma condensed group statement of financial position at 30 June 2017

In USDBefore the

TransactionPro forma

adjustment

Pro forma post

execution of the

Transaction

ASSETSNon-current assetsInvestment property 351 822 336 351 822 336Investments in associates 89 049 264 89 049 264Property, plant and equipment 1 932 521 1 932 521Intangible assets 5 692 190 5 692 190Related party loans 12 722 604 12 722 604Financial asset at fair value through profit or loss – 15 693 750 15 693 750Loans receivable 66 740 037 66 740 037Deferred tax 6 174 482 6 174 482

Total non-current assets 534 133 434 15 693 750 549 827 184

Current assetsCurrent tax receivable 438 831 438 831Trade and other receivables 25 916 520 25 916 520Cash and cash equivalents 24 666 676 (103 287) 24 563 389

Total current assets 51 022 027 (103 287) 50 918 740

Total assets 585 155 461 15 590 463 600 745 924

EQUITY AND LIABILITIESTotal equity attributable to equity holdersShare capital 319 978 513 319 978 513Foreign currency translation reserve 1 063 721 1 063 721Antecedent dividend reserve 1 260 656 1 260 656Retained (loss)/income (7 578 171) (1 063 537) (8 641 708)

Total equity attributable to equity holders 314 724 719 (1 063 537) 313 661 182

LIABILITIESNon-current liabilitiesPreference shares 12 840 000 12 840 000Indemnity obligation – 16 654 000 16 654 000Interest-bearing borrowings 187 447 310 187 447 310Secured finance leases 171 247 171 247Deferred tax 898 773 898 773

Total non-current liabilities 201 357 330 16 654 000 218 011 130

Current liabilitiesInterest-bearing borrowings 47 959 452 47 959 452Secured finance leases 44 566 44 566Trade and other payables 19 201 998 19 201 998Related party loans 1 365 000 1 365 000Withholding tax payable 45 460 45 460Financial instruments 18 724 18 724Cash and cash equivalents 438 212 438 212

Total current liabilities 69 073 412 69 073 412

Total liabilities 270 430 742 16 654 000 287 084 742

Total equity and liabilities 585 155 461 15 590 463 600 745 924

NAV 150.94 (0.51) 150.43

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Notes and assumptions:

1. The “Before the Transaction” column figures have been extracted, without adjustment, from the audited financial information of Grit as at 30 June 2017.

2. It is assumed that Drive in Trading has not triggered a CRO Trigger Event, and that BoAML has not enforced its rights under the CRO.

3. Pro forma adjustments have been prepared using accounting policies in terms of IFRS and the impact on the Statement of Financial Position has been calculated as the following:

3.1 The total financial liability is assumed to be the BoAML loan amount of USD33 400 000, less cash held by Drive in Trading (USD92 000), resulting in net debt of USD33 308 000. 50% of the portion of the total financial liability, being USD16 654 000 is recognised and accounted for by Grit, being the Guarantee Amount, in accordance with the IFRS standards IAS 32: Financial Instruments: Presentation and IAS 39: Financial Instruments: Recognition and Measurement (the recognition of the Guarantee Amount in terms of IFRS standard IAS 37: Provisions, Contingent Liabilities and Contingent Assets is specifically excluded in terms of the standards).

3.2 Recognition of a financial asset measured at fair value through profit or loss, being the amount receivable should PIC dispose of the Grit shares should the obligation require settlement. This will be remeasured at the closing share price of Grit as at each reporting date.

3.3 PIC can dispose of the Grit shares at the current share price (for the purposes of the pro forma financial information, the closing share price the day prior to the announcement as at 11 December 2017: USD1.35 was utilised), realising USD31 387 500, resulting in a net realised loss of USD1 920 500. Grit’s Guarantee Obligation will be 50% of the net realised loss equating to USD960 250, being the remeasurement amount of the financial asset.

3.4 The net effect on the statement of financial position is the differential between Grit’s 50% portion of the Guarantee amount and the fair value of the financial asset.

3.5 Transaction expenses per table 13.2 are paid from in cash, and are recognised as an expense resulting in a reduction in retained earnings, Grit will reduce its taxable income by USD106 500, resulting in net reduction of retained earnings of USD103 300. These expenses will not have a continuing effect.

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Pro forma condensed group statement of comprehensive income for the 12 months ended 30 June 2017

In USDBefore the

TransactionPro forma

adjustments

Pro forma post

execution of the

Transaction

Gross rental income 24 329 570 24 329 570Straight-line rental income accrual 1 132 143 1 132 143

Revenue 25 461 713 25 461 713Share of profits from associates 7 621 227 7 621 227Property operating expenses (7 170 116) (7 170 116)

Net property income 25 912 824 25 912 824Other income 3 274 668 3 274 668Administrative expenses (5 601 436) (106 481) (5 707 917)

Profit from operations 23 586 056 (106 481) 23 479 575Acquisition fees and set-up costs (1 166 356) (1 166 356)Fair value adjustment on investment properties 2 936 120 2 936 120Fair value adjustment on financial instruments 103 624 (960 250) (856 626)Gain from bargain purchase 957 837 957 837Foreign currency gains 778 640 778 640

Profit before interest and taxation 27 195 921 (1 066 731) 26 129 190Interest income 1 993 516 1 993 516Finance costs (10 970 561) (10 970 561)

Profit for the period before tax 18 218 876 (1 066 731) 17 152 145Current tax expense (32 326) 3 194 (29 132)Deferred tax expense (454 865) (454 865)

Profit for the period after tax 17 731 685 (1 063 537) 16 668 148

Other comprehensive incomeProfit on translation of functional currency 1 065 619 1 065 619

Total comprehensive income 18 797 304 (1 063 537) 17 733 767

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In USDBefore the

TransactionPro Forma

adjustments

Pro forma post

execution of the

Transaction

Basic earnings 17 731 685 (1 063 537) 16 668 148Fair value adjustments on investment property (2 936 120) (2 936 120)Gain from bargain purchase (957 837) (957 837)Share of fair value adjustment on investment property accounted by associate (4 181 163) (4 181 163)Fair value adjustment on financial instruments (103 624) (103 624)

Headline earnings attributable to shareholders 9 552 941 (1 063 537) 8 489 403

Number of shares in issue at interim 111 787 042 111 787 042 111 787 042Number of shares in issue at year-end 208 514 261 208 514 261 208 514 261Weighted average number of shares* 110 435 576 110 435 576 110 435 576

Earnings per shareBasic and diluted earnings per share (cents) 16.06 (0.96) 15.10Headline diluted earnings/(loss) per share (cents) 8.65 (0.96) 7.69

*There are no dilutionary instruments in issue.

Notes and assumptions:

1. The “Before the Transaction” column figures have been extracted, without adjustment, from the audited financial information of Grit for the 12 months ended 30 June 2017.

2. Pro forma adjustments for the Transactions have been prepared using Grit’s accounting policies which are in terms of IFRS:

2.1 The fair value loss adjustment of the financial asset will be recognised directly in the statement of comprehensive income. This transaction will have a continuing effect, based on the Grit share price performance as re-measurement at every reporting date.

2.2 Transaction expenses per table 13.2 are recognised as an expense. These expenses will not have a continuing effect.

2.3 The transaction expenses will be tax deductible at a rate of 3%, being Grit’s corporate tax rate.

Consolidated pro forma basic earnings and headline earnings for the 12 months ended 30 June 2017

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ANNEXURE 2

INDEPENDENT REPORTING ACCOUNTANTS’ LIMITED ASSURANCE REPORT ON THE PRO FORMA FINANCIAL INFORMATION OF GRIT

The DirectorsGrit Real Estate Income Group LimitedLevel 5 Alexander House35 CybercityEbene72201Mauritius

14 December 2017

Dear Sirs

REPORT OF THE INDEPENDENT REPORTING ACCOUNTANTS ON GRIT REAL ESTATE INCOME GROUP LIMITED

Introduction

We have completed our assurance engagement to report on the compilation of pro forma financial information of Grit Real Estate Income Group Limited (“Grit” or the “Company”), consisting of the pro forma statement of financial position as at 30 June 2017 and the pro forma statement of comprehensive income for the period ended 30 June 2017 (the “Pro Forma Financial Information”) as set out in Annexure 1 of the circular issued by Grit, to be dated on 20 December 2017. The Pro Forma Financial Information has been compiled on the basis of the applicable criteria specified in the JSE Limited (“JSE”) Listings Requirements (the “JSE Listings Requirements”). Because of its nature, the Pro Forma Financial Information does not represent the company’s actual financial position, financial performance or cash flows.

The Pro Forma Financial Information has been compiled by the directors to illustrate the impact of the corporate action or event, involving the Government Employees Pension Fund, a fund created under the Government Employment Pension Law, 1996 (acting through its authorised representative, the Public Investment Corporation SOC Limited)(“GEPF”), whereby Grit shall share the financial risk b]y providing an irrevocable and unconditional guarantee for 50% of the losses that may be suffered by the GEPF, up to a maximum of USD17 500 000 (the “Transaction”) on the Company’s financial position as at 30 June 2017 and the Company’s financial performance for the period then ended, as if the Transaction had taken place on 30 June 2017 for purposes of the statement of financial position and on 1 July 2016 for purposes of the statement of comprehensive income.

As part of this process, information relating to Grit’s financial position and financial performance has been extracted by the directors from Grit’s published audited results for the year ended 30 June 2017 (“Published Financial Information”), on which an unmodified auditor’s report was issued.

Directors’ responsibility

The directors of Grit (the “Directors”) are solely responsible for the compilation, contents and presentation of the Pro Forma Financial Information as described in paragraph 4.4 and Annexure 1 of the circular, and for the financial information from which it has been prepared.

Their responsibility includes determining that:• The Pro forma Financial Information contained in the circular has been properly compiled on the basis

stated;• The basis is consistent with the accounting policies of Grit; and• The pro forma adjustments are appropriate for the purposes of the Pro forma Financial Information as

disclosed in terms of the JSE Listings Requirements.

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Quality control

The firm applies International Standard on Quality Control 1 (“ISQC 1”) and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Independence and other ethical requirements

We have complied with the independence and other ethical requirements of the Independent Regulatory Board for Auditors Code of Professional Conduct for Registered Auditors (the “IRBA Code”), which is consistent with Parts A and B of the Code of Ethics for Professional Accountants issued by the International Ethics Standards Board for Accountants, which and is founded on the fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour.

Reporting accountants’ responsibility

Our responsibility is to express an opinion, as required by the JSE Listings Requirements, about whether the Pro forma Financial Information has been compiled, in all material respects, by the directors in accordance with the applicable criteria, based on our procedures performed. We are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the Pro forma Financial Information. In addition, we have not performed an audit or review of the financial information used in compiling the Pro forma Financial Information.

Scope

We conducted our engagement in accordance with International Standard on Assurance Engagements (ISAE) 3420, Assurance Reports on the Process to Compile Pro Forma Financial Information Included in a Prospectus, issued by the International Auditing and Assurance Standards Board. This standard requires that we comply with ethical requirements and plan and perform our procedures to obtain reasonable assurance about whether the responsible party has applied the process to compile the Pro forma Financial Information in accordance with the applicable criteria.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any Published Financial Information used in compiling the pro forma financial information, nor have we, in the course of this engagement, performed an audit or review of the Published Financial Information used in compiling the pro forma financial information.

As the purpose of Pro forma Financial Information included in a circular is solely to illustrate the impact of a significant corporate action or event on unadjusted financial information of the entity as if the corporate action or event had occurred or had been undertaken at an earlier date selected for purposes of the illustration, we do not provide any assurance that the actual outcome of the event or transaction as at 30 June 2017 would have been as presented.

A reasonable assurance engagement to report on whether the Pro forma Financial Information has been compiled, in all material respects, on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used in the compilation of the Pro forma Financial Information provides a reasonable basis for presenting the significant effects directly attributable to the corporate action or event, and to obtain sufficient appropriate evidence about whether:• The related pro forma adjustments give appropriate effect to those criteria; and• The Pro forma Financial Information reflects the proper application of those adjustments to the unadjusted

financial information.

Our procedures selected depend on our judgement, having regard to our understanding of the nature of the company, the corporate action or event in respect of which the pro forma financial information has been compiled, and other relevant engagement circumstances.

Our engagement also involves evaluating the overall presentation of the Pro forma Financial Information.

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

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Opinion

In our opinion, the Pro forma Financial Information has been compiled, in all material respects, on the basis of the applicable criteria specified by the JSE Listings Requirements and described in Annexure 1.

Per Nick LazanakisChartered Accountant (SA)

BDO South Africa Incorporated22 Wellington RoadParktown2193

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ANNEXURE 3

OPINION OF THE INDEPENDENT EXPERT ON THE TRANSACTION

KPMG Services Proprietary LimitedKPMG Crescent85 Empire Road, Parktown, 2193Private Bag 9, Parkview, 2122, South AfricaTelephone +27 (0)11 647 7111Fax +27 (0)11 647 8000Docex 472 JohannesburgWeb http://www.kpmg.co.za/

The DirectorsGrit Real Estate Income Group LimitedIntercontinental Fund Services LimitedLevel 5, Alexander House35 CybercityEbene, 72201Mauritius Our ref 1119929852 Contact +27 82 718 563514 December 2017

Dear Sirs

Independent expert report regarding the proposed extension of a guarantee to the Government Employees Pension Fund

Introduction As per the guarantee agreement between Grit Real Estate Income Group Limited (“Grit”) (previously known as Mara Delta Property Holdings Limited (“Mara Delta”)) and the Government Employees Pension Fund (“GEPF”), dated 11 December 2017 (“the Guarantee Agreement”), Grit intends to extend a guarantee to the GEPF as further detailed below (“the Transaction”).

Grit recently undertook a rights offer with Drive In Trading Proprietary Limited (“DIT”), a Black Economic Empowerment consortium, whereby DIT subscribed for 23 250 000 ordinary shares in Grit, which was funded by a short-term loan (“Short-Term Loan”). DIT concluded a senior term loan facility agreement (“the Senior Term Loan”) in the amount of USD33 400 000 with Bank of America Merrill Lynch (“BAML”), the proceeds of which will be used to settle the Short-Term Loan with GEPF.

As security for the Senior Term Loan, BAML, DIT and the GEPF entered into a contingent repurchase obligation (“CRO”). In accordance with the CRO, the GEPF grants to BAML an irrevocable and unconditional right to require the GEPF to purchase from BAML all the present and future obligations at any time from DIT owed to BAML. In turn, the GEPF and Grit entered into the Guarantee Agreement, in terms of which Grit provides the GEPF with an irrevocable and unconditional guarantee for 50% of all losses suffered by the GEPF in terms of the CRO, up to a maximum of USD17 500 000.

To the extent that shareholders do not approve the Transaction, Grit’s exposure in terms of the Transaction shall be limited to USD12 500 000, which is less than or equivalent to 4.9% of Grit’s USD market capitalisation at close of business on 8 December 2017, the day prior to the conclusion of the Guarantee Agreement. Accordingly, no shareholder approval is required should Grit’s exposure in terms of the Guarantee Agreement be limited to USD12 500 000.

The subject of this independent expert report is:• Grit’s maximum Guaranteed Amount of USD12 500 000, being equal or less than 4.9% of Grit’s USD

market capitalisation as at 8 December 2017; and

• Grit’s maximum Guarantee Amount of USD17 500 000, which is greater than 5% of Grit’s USD market capitalisation as at 8 December 2017 thus subject to shareholder approval.

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A Cash Collateral Account shall be held:(a) by the GEPF for the benefit of the GEPF; and

(b) to secure the liability of Grit in respect of payment of the Guaranteed Amount,

until the Cash Collateral Amount standing to the credit of the Cash Collateral Account is repaid pursuant to the provisions of the Guarantee Agreement.

The Cash Collateral Account shall at all times maintain a minimum balance equal to 50% of the Total Facility Liabilities (subject to a maximum of US$17 500 000) at any time. Payment by Grit to GEPF shall be settled by netting the Guaranteed Obligations off against the balance of the Cash Collateral Account.

Full details of the Transaction will be available to the shareholders of Grit via a Circular which will include reference to this letter.

Scope We have been requested by the board of directors of Grit (“the Grit Board”) to provide the following:• An independent expert report, which in accordance with the Listings Requirements of the JSE Limited

(“the JSE Listings Requirements”), has to be obtained by the Grit Board in terms of section 10.4 for the Guarantee with maximum liability of USD17 500 000. The Transaction has been classified as a related party transaction by the JSE and accordingly, a fairness opinion is required.

• An independent expert report, which in accordance with the JSE Listings Requirements, has to be obtained by the Grit Board in terms of section 10.7 for the Guarantee with maximum liability of USD12 500 000. The Transaction may be classified as a small related party transaction and a fairness opinion is required.

KPMG Services Proprietary Limited (“KPMG”) has been appointed by the Grit Board as the independent professional expert to advise on whether the terms and conditions of the Transaction are fair to the shareholders of Grit.

Responsibility The compliance with the JSE Listings Requirements is the responsibility of the Grit Board. Our responsibility is to report on the terms and conditions of the Transaction.

Definition of the term “fair” A transaction will generally be considered fair to a company’s shareholders if the benefits received by the shareholders, as a result of the transaction, are equal to or greater than the value surrendered by the shareholders.

The assessment of fairness is primarily based on quantitative issues. The Transaction may be considered fair if the quantifiable benefits received by Grit from the proposed Transaction are equal to or greater than the value of the guarantee granted to the GEPF.

In terms of schedule 5.6 of the JSE Listings Requirements, our opinion relates only to the fairness of the Transaction.

Information utilised and procedures performed In arriving at our opinion we have undertaken the following procedures in evaluating the fairness of the Transaction:• obtained an understanding of the structure of the Transaction;• considered the audited financial statements of Grit for the financial year ended 30 June 2016, the unaudited

interim results for the six months ended 31 December 2016 and the unaudited management accounts for the year ended 30 June 2017;

• considered the prospectus and rights offer circular to Grit shareholders dated 8 June 2017 with regard to its strategy and outlook;

• held discussions with the directors and management of Grit to establish its strategy and considered such other matters as we consider necessary, including assessing the prevailing economic, legal and market conditions in the real estate sector;

• evaluated the risks and expected returns associated with Grit;• reviewed Grit’s forecast cash flows and the basis of the assumptions therein including the prospects of the

business. This review included an assessment of the recent historical performance to date as well as the reasonableness of the outlook assumed based on discussions with management;

25

• reviewed the reasonableness of material assumptions in the financial model for Grit relating to lease escalations, operating expenses and the pipeline of new projects;

• reviewed DIT’s forecast cash flows and the basis of the assumptions therein, being the forecast dividends to be received from Grit, the operating expenses to be incurred and the repayment schedule of the Senior Term Loan;

• reviewed certain publicly available information relating to Grit, including company announcements, analyst reports and media articles;

• compared the 12-month historical share price movement of Grit shares to shares of comparable companies in order to assess the relative trading activities, liquidity and volatility of Grit shares;

• considered the indicative fair value of the shares of Grit using comparable price to book multiples and incorporating the fair value of the properties based on recent transactions. For the purposes of the option value, we consider the share price on the Stock Exchange of Mauritius (“SEM”) as reasonable.

Valuation Cost of the guaranteeBased on the above, we performed a valuation of the Guarantee granted to the GEPF shares as follows:• a Monte Carlo simulation using a recognised option pricing model was the primary valuation methodology

employed for the Guarantee;• costs of the Guarantee with a maximum liability of USD12 500 000 and costs of the Guarantee with a

maximum liability of USD17 500 000 were calculated separately;• key external value drivers to the valuation included, where relevant, key economic parameters such as

bond yields and share price volatility for Grit and other comparable companies. Prevailing market and industry conditions were also considered in assessing the risk profile of Grit;

• key internal value drivers to the valuation included, where relevant, the dividend yield of Grit, the duration of the Senior Term Loan and the discount rate;

• as part of our sensitivity analysis performed, the key valuation variables were identified as being the fair value of the shares in Grit, the volatility of the share price, the dividend yield of Grit, the duration of the Senior Term Loan and the discount rate. In performing our sensitivity analysis, we stress tested the following:

– The Grit share price of $1.35 per the SEM as at 29 November 2017 was increased and decreased by 30%;

– The volatility of 25% assumed in our base case was increased to 50%; – The dividend yield of 9% assumed in our base case was decreased to zero; – The duration of the Senior Term Loan increased from the initial term of three years to a total duration of

five years on the assumption that the extension of the Senior Term Loan duration by an additional two years is implemented; and

– The discount rate of 6.27% was varied between a high of 10% and a low of 2%.

Quantifiable benefits of the Transaction with DITIn order to quantify the benefits of the Transaction with DIT, we performed the following procedures:

• held discussions with management of Grit to identify and understand the impact on Grit if the BEE transaction with DIT is not funded and, therefore, not concluded; and

• held discussions with management of Grit regarding the potential benefits of having DIT as the BEE shareholder including potential cost savings and potential enhancements to profits.

Opinion KPMG has considered the terms and conditions of the Transaction and, based upon and subject to the conditions set out herein, is of the opinion that the terms and conditions of the Transaction pertaining to:• the Guarantee with a maximum liability of USD12 500 000 is fair to the Grit shareholders; and• the Guarantee with a maximum liability of USD17 500 000 is fair to the Grit shareholders.

Our opinion is necessarily based upon the information available to us up to 11 December 2017 including in respect of the financial, regulatory, securities market and other conditions and circumstances existing and

26

disclosed to us at the date thereof. We have furthermore assumed that all conditions precedent, including any material regulatory, other approvals and consents required in connection with the Transaction have been or will be timeously fulfilled and/or obtained.

Accordingly, it should be understood that subsequent developments may affect this opinion, which we are under no obligation to update, revise or re-affirm.

Limiting conditions This opinion is provided to the Grit Board in connection with and for the purposes of the Transaction. This opinion is prepared solely for the Grit Board and therefore should not be regarded as suitable for use by any other party or give rise to third party rights. This opinion does not purport to cater for each individual shareholder’s perspective, but rather that of the general body of Grit shareholders. Should a Grit shareholder be in doubt as to what action to take, he or she should consult an independent adviser.

An individual Grit shareholder’s decision as to whether to vote in favour of any transaction may be influenced by his particular circumstances. The assessment as to whether or not the Grit Board decides to recommend the Transaction is a decision that can only be taken by the Grit Board.

We have relied upon and assumed the accuracy of the information used by us in deriving our opinion. Where practical, we have corroborated the reasonability of the information provided to us for the purpose of our opinion, whether in writing or obtained in discussion with management of Grit, by reference to publicly available or independently obtained information. While our work has involved an analysis of, inter alia, the annual financial statements, and other information provided to us, our engagement does not constitute, nor does it include, an audit conducted in accordance with generally accepted auditing standards.

Where relevant, the forecasts of Grit and DIT relate to future events and are based on assumptions that may or may not remain valid for the whole of the forecast period. Consequently, such information cannot be relied upon to the same extent as that derived from audited financial statements for completed accounting periods. We express no opinion as to how closely the actual future results of Grit and DIT will correspond to those projected. Where practicable, we compared the forecast financial information to past trends and third party estimates as well as discussing the assumptions inherent therein with the management of Grit. On the basis of these enquiries and such other procedures we consider appropriate to the circumstances, we believe that the forecasts have been prepared with due care and consideration.

We have also assumed that the Transaction will have the legal, accounting and taxation consequences described in discussions with, and materials furnished to us by, representatives and advisors of Grit and we express no opinion on such consequences. We have assumed that all agreements that will be entered into in respect of the Transaction will be legally enforceable.

Independence In terms of schedule 5.1(a) of the JSE Listings Requirements, we confirm that we have no direct or indirect interest in Grit shares or in the Transaction.

Furthermore, we confirm that our professional fees of R330 000 (excluding VAT and disbursements) are not contingent upon the success of the Transaction.

Consent We consent to the reference to our opinion in the Circular to be issued to the shareholders of Grit and to this letter, in the form and context in which it appears, being made available for inspection at Grit’s registered office.

Yours faithfully

Heather CarswellDirector – Deal Advisory, Valuations

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GRIT REAL ESTATE INCOME GROUP LIMITED(previously known as Mara Delta Property Holdings Limited)

(Registered by continuation in the Republic of Mauritius)(Registration number: C128881 C1/GBL)

SEM share code: DEL.N0000JSE share code: GTRISIN: MU0473N00036

(“Grit” or “the company”)

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of shareholders of the Company will be held 10:00 on Monday, 22 January 2018 at the offices of Intercontinental Fund Services Limited, Level 5 Alexander House, 35 Cybercity, Ebène, 72201, Mauritius (“General Meeting”), to consider and, if deemed fit, to pass, with or without modification, the resolutions set out herein.

Terms and expressions defined in the circular of which this notice of General Meeting forms part (“the Circular”) shall have the same meaning when used in this notice of General Meeting, unless expressly stated to the contrary.

Purpose

The purpose of the General Meeting is to consider and, if deemed fit, approve, with or without modification, the ordinary resolutions set out in this notice of General Meeting:

Note:

For the ordinary resolution number 1 to be adopted, 50% plus one of the voting rights exercised on such ordinary resolution must be exercised in favour thereof. The PIC, Drive in Trading and their associates will not be entitled to vote on this resolution.

1. Ordinary resolution number 1 – The Transaction

“IT IS RESOLVED THAT, the Company be and is hereby authorised to implement the Transaction, as detailed in the Circular and in terms of the Guarantee Agreement.

Reason and effect

The reason for ordinary resolution number 1 is that the Transaction is deemed to be a related party transaction by the JSE and, as such requires Shareholder approval by way of an ordinary resolution. The effect of ordinary resolution number 1, if passed, will be to grant the requisite approval for the Company to implement the Transaction.

SHAREHOLDERS ON THE MAURITIAN REGISTER

In accordance with the mandate between you and your broker, you must advise your broker timeously if you wish to attend, or be represented at, the General Meeting. If your broker has not contacted you, you are advised to contact your broker and provide it with your voting instructions. If your broker does not obtain instructions from you, it will be obliged to act in terms of your mandate furnished to it.

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

If you are unable to attend the General Meeting, but wish to be represented thereat, you must complete and return the attached form of proxy (blue), in accordance with the instructions contained therein, to be received by the Company Secretary by no later than 12:00 (Mauritian time) (10:00 South African time) on Friday, 19 January 2018:

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Hand deliveries and postal deliveries to:Intercontinental Fund Services LimitedLevel 5, Alexander House35 CybercityEbène, 72201Mauritius

CERTIFICATED AND DEMATERIALISED SHAREHOLDERS WITH “OWN-NAME” REGISTRATION ON THE SOUTH AFRICAN REGISTER

Certificated Shareholders or Dematerialised Shareholders with “own-name” registration

You are entitled to attend in person, or be represented by proxy, at the General Meeting. If you are unable to attend the General Meeting, but wish to be represented thereat, you must complete and return the attached form of proxy (grey), in accordance with the instructions contained therein, to be received by the South African Transfer Secretaries by no later than 12:00 (Mauritian time) (10:00 South African time) on Thursday, 18 January 2018.

Hand deliveries to:Computershare Investor ServicesProprietary Limited15 Biermann AvenueRosebankJohannesburg, 2196

Postal deliveries to:Computershare Investor ServicesProprietary LimitedPO Box 61051Marshalltown, 2107

Dematerialised Shareholders other than with “own-name” registration

A dematerialised Shareholder without “own-name” registration, who is unable to attend the General Meeting, but wishes to be represented thereat, must not complete the attached form of proxy, but must instead contact its CSDP or broker in the manner and time stipulated in the agreement between it and the CSDP or broker in order to furnish the CSDP or broker with the Shareholder’s voting instructions and, in the event that such Shareholder wishes to attend the General Meeting, to obtain the necessary letter of representation from its CSDP or broker (as the case may be).

By order of the board

Bronwyn CorbettChief Executive Officer

Mauritius20 December 2017

Registered officeIntercontinental Fund Services LimitedLevel 5, Alexander House35 CybercityEbène, 72201Mauritius

Transfer secretariesComputershare Investor Services Proprietary Limited(Registration number 2004/003647/07)15 Biermann AvenueRosebankJohannesburg, 2196(PO Box 61051, Marshalltown, 2107)

PRINTED BY INCE (PTY) LTD JOB014576

GRIT REAL ESTATE INCOME GROUP LIMITED(previously known as Mara Delta Property Holdings Limited)

(Registered by continuation in the Republic of Mauritius)(Registration number: C128881 C1/GBL)

SEM share code: DEL.N0000JSE share code: GTRISIN: MU0473N00036

(“Grit” or “the company”)

FORM OF PROXY (FOR USE BY MAURITIAN DEMATERIALISED SHAREHOLDERS ONLY)

Note: The definitions and interpretations commencing on page 5 of the circular to which this form of proxy is attached, apply, mutatis mutandis, to form of proxy.

I/We

of

being a Member of the above named Company hereby appoint

1. of or failing him/her,

2. of ,

as my/our proxy to vote for me/us at the meeting of the Company to be held at 10:00 (Mauritian time) on Monday, 22 January 2018 and at any adjournment of the meeting.

Number of ordinary Shares*

For Against Abstain

Ordinary resolution number 1 – The Transaction

*Note: Please indicate with an “X” in the appropriate space above how you wish your vote to be cast. Unless otherwise instructed, my/our proxy may vote as she/he thinks fit. If the form of proxy is returned without an indication as to how the proxy should vote on any particular matter, the proxy will exercise his/her discretion as to whether, and if so, how he/she votes.Signed this day of 2018

Signature

To be valid, this form of proxy (blue) duly filled in and signed shall be deposited at the abovementioned Office NOT LESS THAN 24 hours before the time appointed for holding the meeting or adjourned meeting at which the person named in proxy proposes to vote.

GRIT REAL ESTATE INCOME GROUP LIMITED(previously known as Mara Delta Property Holdings Limited)

(Registered by continuation in the Republic of Mauritius)(Registration number: C128881 C1/GBL)

SEM share code: DEL.N0000JSE share code: GTRISIN: MU0473N00036

(“Grit” or “the company”)

FORM OF PROXY (FOR USE BY SOUTH AFRICAN CERTIFICATED SHAREHOLDERS AND DEMATERIALISED SHAREHOLDERS WITH “OWN-NAME” REGISTRATION ONLY)

Note: The definitions and interpretations commencing on page 5 of the circular to which this form of proxy is attached, apply, mutatis mutandis, to form of proxy.

For use by Grit certificated shareholders and dematerialised Shareholders with “own-name” registration only at the General Meeting of the Company to be held at the offices of Intercontinental Fund Services Limited, Level 5 Alexander House, 35 Cybercity, Ebène 72201, Mauritius at 10:00 (Mauritian time) on Monday, 22 January 2018 and at any adjournment of the meeting (“General Meeting”).

Dematerialised Shareholders other than those with “own name” registration, must inform their CSDP or broker to issue them with the necessary letter of representation to attend the General Meeting in person and to vote or provide their CSDP or broker with their voting instructions should they not wish to attend the General Meeting in person, but who wish to be represented thereat. These shareholders must not use this form of proxy (grey).

I/We

of (address)

telephone number: ( ) mobile number:

being a Shareholder/Shareholders of the Company and holding ordinary Shares in the Company hereby appoint

1. of or failing him/her,

2. of or failing him/her,

3. the chairman of the General Meeting,

as my/our proxy to vote for me/us at the General Meeting which will be held for the purpose of considering and/ if deemed fit, passing, with or without modification, the resolutions to be proposed thereat and at any adjournment thereof; and to vote for and/or against the resolutions and/or abstain from voting in respect of the Grit Shares registered in my/our name(s), in accordance with the following instructions:

Number of ordinary Shares*

For Against Abstain

Ordinary resolution number 1 – The Transaction

*Note: One vote per Share held by Shareholders. Shareholders must insert the relevant number of votes they wish to vote in the appropriate box provided or “X” should they wish to vote all Shares held by them. If the form of proxy is returned without an indication as to how the proxy should vote on any particular matter, the proxy will exercise his/her discretion as to whether, and if so, how he/she votes.

Signed this day of 2018

Signature

Important notes about the General Meeting

The General Meeting will start promptly at 10:00 (Mauritian time).

This form of proxy (grey) must only be used by certificated shareholders and dematerialised Shareholders who hold dematerialised Shares with “own-name” registration.

Dematerialised Shareholders are reminded that the onus is on them to communicate with their CSDP or broker.

Each Shareholder is entitled to appoint one or more proxies (who need not be a Shareholder(s) of the Company) to attend, speak and on poll, vote in place of that Shareholder at the General Meeting.

A Shareholder may insert the name of a proxy or the names of two alternative proxies of the Shareholder’s choice in the spaces provided, with or without deleting “the chairman of the General Meeting”. The person whose name stands first on the proxy form and who is present at the General Meeting will be entitled to act as proxy to the exclusion of those names that follow.

A Shareholder’s instructions to the proxy must be indicated by the insertion of the relevant number of votes exercisable by that Shareholder in the appropriate box(es) provided. Failure to comply with the above will be deemed to authorise the chairman of the General Meeting, or any other proxy to vote or to abstain from voting at the General Meeting as she/he deems fit, in respect of all the Shareholder’s votes exercisable thereat.

Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity must be attached to this form of proxy (grey), unless previously recorded by the Company’s transfer office or waived by the chairman of the General Meeting.

The chairman of the General Meeting may reject or accept any form of proxy which is completed and/or received other than in accordance with these instructions, provided that he is satisfied as to the manner in which a shareholder wishes to vote.

Any alterations or corrections to this form of proxy (grey) must be initialled by the signatory(ies).

The completion and lodging of this form of proxy (grey) will not preclude the relevant Shareholder from attending the General Meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof, should such Shareholder wish to do so.

A minor must be assisted by her/his parent or guardian unless relevant documents establishing her/his legal capacity are produced or have been registered by the Company.

Where there are joint holders of any Share:

• any one holder may sign this form of proxy (grey);

• the vote(s) of the senior Shareholders (for that purpose of seniority will be determined by the order in which the names of Shareholders appear in the Company’s register of Shareholders) who tenders a vote (whether in person or by proxy) will be accepted to the exclusion of the vote(s) of the joint Shareholder(s).

A person wishing to participate in the General Meeting (including any representative or proxy) must provide a reasonably satisfactory identification before they may attend or participate at such General Meeting.

Any alteration or correction made to this form of proxy (grey), other than the deletion of alternatives, must be initialled by the signatory/ies.

Forms of proxy (grey) should be lodged with or mailed to Computershare Investor Services Proprietary Limited:

Hand deliveries to: Postal deliveries to:

Computershare Investor Services Proprietary Limited Computershare Investor Services Proprietary Limited15 Biermann Avenue PO Box 61051Rosebank Marshalltown, 2107Johannesburg, 2196 South AfricaSouth Africa

to be received by no later than 12:00 (Mauritian time) (10:00 South African time) on Thursday, 18 January 2018 (or 24 hours before any adjourned general meeting which date, if necessary, will be notified on SEM and SENS).