THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Th e defi nitions and interpretations commencing on page 5 of this circular have, where appropriate, been used on this cover page.If you are in any doubt as to the action you should take, please consult your broker, CSDP, banker, legal advisor, accountant or other professional advisor immediately.

Action required

If you have disposed of all of your shares, then this circular, together with the attached form of proxy and the revised listing particulars, should be handed to the purchaser of such shares or to the broker, CSDP, banker or other agent through whom the disposal was eff ected.Benefi cial shareholders who hold dematerialised shares through a CSDP or broker and who have not elected “own name” registration who wish to attend the general meeting must request their CSDP or broker to provide them with the necessary letter of representation to attend the general meeting or must instruct their CSDP or broker to vote on their behalf in terms of their respective agreements with their CSDP or broker.Shareholders are referred to page 2 of this circular, which sets out the detailed action required of them in respect of the transaction set out in this circular.Hospitality does not accept responsibility and will not be held liable for any failure on the part of the CSDP or broker of any holder of dematerialised shares to notify such shareholder of the action required of them in respect of the transaction set out in this circular.

Hospitality Property Fund Limited(Incorporated in the Republic of South Africa)

(Registration number 2005/014211/06)JSE share codes: HPA ISIN: ZAE000203022

HPB ISIN: ZAE000203030(Approved as a REIT by the JSE)

(“Hospitality” or “the company”)

CIRCULAR TO HOSPITALITY SHAREHOLDERS

relating to:

• the acquisition by Hospitality of the entire issued share capital of Newco which will own the hotel properties comprising the Tsogo portfolio, in exchange for the consideration shares, resulting in an affected transaction as defined in the Companies Act and triggering a mandatory offer to all shareholders other than the vendor; and

• a waiver of the mandatory offer by shareholders,

and enclosing:

• a notice of general meeting of Hospitality shareholders;

• a form of proxy to attend and vote at the general meeting of Hospitality shareholders for use by certificated shareholders and dematerialised shareholders who have elected “own name” registration only; and

• revised listings particulars.

Corporate advisor and transaction sponsor to Hospitality

Independent reporting accountants to Hospitality

Independent property valuer

Independent expe rt to Hospitality

Investment bank and transaction sponsor to Tsogo

Corporate law advisor to Tsogo

Corporate law and tax advisors to Hospitality

Date of issue: Tuesday, 8 March 2016Th is circular is available in English only. Copies of this circular may be obtained from the registered offi ce of the company between 08:00 to 16:30 from Tuesday, 8 March 2016 to Monday, 11 April 2016, both days inclusive. Th e circular will also be available on Hospitality’s website (www.hpf.co.za) from Tuesday, 8 March 2016.Th is circular should be read with the Hospitality revised listing particulars posted with this circular.

CORPORATE INFORMATION

Registered offi ce of HospitalityHospitality Property Fund Limited(Registration number 2005/014211/06)The Zone, Phase 22nd Floor, Loft Offices East WingCorner Oxford Road and Tyrwhitt AvenueJohannesburg, 2196(PO Box 522195, Saxonwold, 2132)

NewcoFezisource Proprietary Limited(Registration number 2015/305572/07)Palazzo Towers EastMontecasino BoulevardFourways, 2055(Private Bag X200, Bryanston, 2021)

Company secretaryLaurinda Rosalind (Rosa) van Onselen Diploma in Law (Paralegal); Certif Advanced Corporate Law and Securities (UNISA)HPF Management Proprietary Limited(Registration number 2009/021472/07)The Zone, Phase 22nd Floor, Loft Offices East WingCorner Oxford Road and Tyrwhitt AvenueJohannesburg, 2196(PO Box 522195, Saxonwold, 2131)

Transaction sponsor to HospitalityJava Capital Trustees and Sponsors Proprietary Limited(Registration number 2006/005780/07)6A Sandown Valley CrescentSandton, 2196(PO Box 2087, Parklands, 2121)

Investment bank and transaction sponsor to Tsogo Investec Corporate Finance(a division of Investec Bank Limited)(Registration number 1969/004763/06)2nd Floor, 100 Grayston DriveSandown, Sandton, 2196(PO Box 785700, Sandton, 2146)

Independent property valuerGensec Property Services Limited (trading as JHI)(Registration number 1987/004302/07)2 Norwich CloseSandton, 2196(Private Bag X45, Benmore, 2010)

Corporate advisor to HospitalityJava Capital Proprietary Limited (Registration number 2012/089864/07)6A Sandown Valley CrescentSandton, 2196(PO Box 2087, Parklands, 2121)

Corporate law and tax advisors to HospitalityEdward Nathan Sonnenbergs Inc.(Registration number 2006/018200/21)150 West StreetSandown, 2196(PO Box 783347, Sandton, 2146)

Independent reporting accountants to HospitalityKPMG Inc.(Registration number 1999/021543/21)KPMG Crescent, 85 Empire RoadParktown, 2196(Private Bag 9, Parkview, 2122)

Independent expert to HospitalityMazars Corporate Finance Proprietary Limited(Registration number 2003/029561/07)5 St Davids PlaceParktown, 2193(PO Box 669, Johannesburg, 2000)

Transfer secretaries Computershare Investor Services Proprietary Limited(Registration number 2004/003647/07)Ground Floor, 70 Marshall StreetJohannesburg, 2001(PO Box 61051, Marshalltown, 2107)

Corporate law advisor to TsogoTaback and Associates Proprietary Limited(Registration number 2000/010434/07)13 Eton RoadParktownJohannesburg, 2193(PO Box 3334, Houghton, 2041)

Date and place of incorporation of HospitalityIncorporated in the Republic of South Africa on 10 May 2005

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TABLE OF CONTENTS

The definitions commencing on page 5 of this circular have been used in the following table of contents.Page

Corporate information Inside front cover

Action required by Hospitality shareholders 2

Salient dates and times 4

Definitions and interpretations 5

Circular to Hospitality shareholders 111. Introduction 112. Rationale for the transaction 1 23. Terms of the transaction 124. Clean-out dividend 1 55. Prospects 156. Opinion and recommendation 157. Forecast statements of comprehensive income 168. Pro forma consolidated statement of financial position 169. The Tsogo portfolio 1610. Valuation reports 1811. Vendor 1812. General meeting 1913. Details of directors 1914. Major and controlling shareholders 1915. Relationship information 2 016. Material borrowings and loans receivable 2 017. Material contracts 2 018. Material changes 2 019. Adequacy of capital 2 020. Litigation statement 2121. Directors’ responsibility statement 2122. Consents 2 123. Preliminary expenses and issue expenses 2 124. Conflicts of interest 2 125. Documents and consents to be available for inspection 22

Annexure 1 Fairness opinion issued in terms of the Listings Requirements 2 3Annexure 2 Fair and reasonable opinion issued in terms of the Companies Act 2 7Annexure 3 Forecast statements of comprehensive income of Newco 3 0Annexure 4 Independent reporting accountants’ limited assurance report on the forecast statements of

comprehensive income of Newco 3 2Annexure 5 Pro forma consolidated statement of financial position of Hospitality 3 5Annexure 6 Independent reporting accountants’ assurance report on the pro forma consolidated statement

of financial position of Hospitality 3 7Annexure 7 Independent reporting accountants’ review report on the value and existence of the assets and

liabilities acquired 39Annexure 8 Details of the Tsogo portfolio 4 1Annexure 9 Independent property valuation of the Tsogo portfolio 4 2Annexure 10 Details of the vendor 4 8

Notice of general meeting of Hospitality shareholders 49

Form of proxy for certifi cated and own name registered dematerialised shareholders Attached

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ACTION REQUIRED BY HOSPITALITY SHAREHOLDERS

The definitions and interpretations commencing on page 5 of this circular apply to this section.

THE GENERAL MEETING

The implementation of the transaction is subject, inter alia, to Hospitality shareholders passing the requisite resolutions at the general meeting.

A notice convening the general meeting of Hospitality shareholders to be held on Monday, 11 Apri l 2016, at Crowne Plaza J HB – The Rosebank, corner Tyrwhitt and Sturdee Avenues, Rosebank, 2196, at the later of 10:30 or five minutes after the completion, postponement or adjournment of the combined general meeting as defined in and convened as set out in the restructure circular , to consider and, if deemed fit, approve the resolutions contained in the notice of general meeting which is attached to and forms part of this circular.

Certificated shareholders and dematerialised shareholders who have elected “own name” registration in the sub-register of Hospitality and who are unable to attend the general meeting but who wish to be represented thereat are requested to complete and return the relevant attached form of proxy in accordance with the instructions contained therein. The duly completed forms of proxy are requested to be received by the transfer secretaries by no later than 10:30 on Thursday, 7 April  2016. Forms of proxy not lodged with the transfer secretaries in time may be handed to the chairman of the general meeting immediately before the commencement of the general meeting.

Dematerialised shareholders who have not elected “own name” registration in the sub-register of Hospitality and who wish to attend the general meeting, must instruct their CSDP or broker timeously in order that such CSDP or broker may issue them with the necessary letter of representation.

Dematerialised shareholders who have not elected “own name” registration in the sub-register of Hospitality and who do not wish to attend the general meeting but wish to vote thereat, must provide their CSDP or broker with their instruction for voting at the general meeting in the manner stipulated in the agreement between the shareholders concerned and the CSDP or broker governing the relationship between such shareholders and his/her CSDP or broker. These instructions must be provided to the CSDP or broker by the cut-off time and date advised by the CSDP or broker for instructions of this nature.

Hospitality does not accept responsibility and will not be held liable for any failure on the part of the CSDP of a dematerialised shareholder to notify such shareholder of the general meeting or any business to be conducted thereat.

ELECTRONIC PARTICIPATION

The company has made provision for Hospitality shareholders or their proxies to participate electronically in the general meeting by way of telephone conferencing. Should you wish to participate in the general meeting by telephone conference call as aforesaid, you, or your proxy, will be required to advise the company as such by no later than 10:30 on Thursday, 7 April   2016, by submitting by e-mail to the company secretary at rosao@hpf.co.za, relevant contact details, including an e-mail address, cellular number and landline as well as full details of the Hospitality shareholder’s title to securities issued by the company and proof of identity, in the form of copies of identity documents and share certificates (in the case of certificated shares and in the case of dematerialised Hospitality shares) written confirmation from the Hospitality shareholder’s CSDP confirming the Hospitality shareholder’s title to the dematerialised shares. Upon receipt of the required information, the Hospitality shareholder concerned will be provided with a secure code and instructions to access the electronic communication during the general meeting. Hospitality shareholders must note that access to the electronic communication will be at the expense of the Hospitality shareholders who wish to utilise the facility.

Hospitality shareholders and their appointed proxies attending by conference call will not be able to cast their votes at the general meeting of shareholders through this medium. Accordingly, shareholders making use of the electronic participation facility are requested to submit their forms of proxy to the company or provide instruction for voting to their CSDP or broker, as directed above.

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VOTING PROCEDURE AND QUORUM FOR THE GENERAL MEETINGS

The quorum for the general meeting is persons holding at least 25% of all voting rights that are entitled to be exercised on each resolution proposed to be passed at the general meeting by shareholders (but not less than three shareholders) present in person or represented by proxy at the general meeting.

Every shareholder present in person or represented by proxy and entitled to vote shall, in his capacity as shareholder, on a show of hands, have only one vote irrespective of the number of shares he holds or represents. On a poll, every shareholder present in person or represented by proxy and entitled to vote, shall be entitled to one vote per issued share held by such shareholder.

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SALIENT DATES AND TIMES

2016

Record date to receive the circular, incorporating the notice of general meeting and the revised listing particulars Friday, 26 February

Circular, incorporating the notice of general meeting and the revised listing particulars posted on Tuesday, 8 March

Announcement relating to the issue of the circular and the revised listing particulars released on SENS Tuesday, 8 March

Announcement relating to the issue of the circular and the revised listing particulars published in the press Wednesday, 9 March

Representation relating to the waiver to be submitted to the TRP by no later than 17:00 Wednesday, 23 March

Last day to trade in order to be eligible to participate in and vote at the general meeting Wednesday, 23 March

Record date in order to vote at the general meeting Friday, 1 April

Last day to lodge forms of proxy for the general meeting with the transfer secretaries, by no later than 10:30. (Forms of proxy not lodged with the transfer secretaries in time may be handed to the chairman of the general meeting immediately before the commencement thereof) Thursday, 7 April

The general meeting of Hospitality shareholders at the later of 10:30 or 5 minutes after the completion, postponement or adjournment of the combined general meeting as defined in and convened as set out in the restructure circular Monday, 11 April

Results of the general meeting announced on SENS Monday, 11 April

Results of the general meeting published in the press Tuesday, 12 April

Announcement regarding the TRP ruling in respect of the waiver of the obligation of the mandatory offerors to make a mandatory offer to shareholders released on SENS Wednesday, 13 April

Shareholders to request the Takeover Special Committee to review the TRP ruling by Wednesday, 20 April

TRP waiver proceedings to be regarded as completed, subject to shareholders not requesting a review of the TRP ruling Wednesday, 20 April

Expected date of receipt of approval from the Competition Authorities3 Friday, 30 September

Effective date of transaction 4 Tuesday, 1 November

Declaration of clean-out dividend by no later than Friday, 18 Novemeber

Finalisation date in respect of the clean-out dividend Friday, 25 November

Last day to trade in A shares and B shares on the JSE in order to receive the clean-out dividend 5 Friday, 2 De cember

A shares and B shares commence trading ex clean-out dividend Monday, 5 December

Record date on which shareholders must be recorded in the register in order to receive the clean-out dividend Friday, 9  De cember

Restructure implementation date Monday, 12 De cember

Clean-out dividend paid to those shareholders recorded in the registered on the record date indicated above Monday, 12  De cember

Listing of the consideration shares on the JSE expected from the commencement of trade Monday, 12  De cember

Closing date Tuesday, 13 De cemberNotes:1. All dates and times in this circular are local dates and times in South Africa and are subject to change. Any changes will be announced on SENS and

published in the press.2. Hospitality shareholders are referred to page 2 of this circular for information on the action required to be taken by them.3. The transaction is subject to the receipt of all necessary regulatory approvals, including the approval of the transaction by the Competition Authorities.

As receipt of these regulatory approvals is difficult to timetable, the company has assumed that the the transaction will become unconditional (save for any condition relating to the capital restructure) on 30  September 2016. Thereafter, provision has been made for the receipt of confirmation by the Companies and Intellectual Property Commission that it has accepted and placed on file the relevant documents required to effect the capital restructure and for the receipt of the requisite clearance certificate from the TRP, such that the effective date is 1 November 2016 and the closing date is 13 December 2016.

4. Assuming that the fulfilment date, as defined in this circular, occurs during the month of October 2016.5. The last day to trade in order to receive the clean-out dividend will change to Tuesday, 6 December 2016 if the T+3 settlement cycle is implemented.

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DEFINITIONS AND INTERPRETATIONS

In this circular and the annexures hereto, unless the context indicates otherwise, references to the singular include the plural and vice versa, words denoting one gender include the others, expressions denoting natural persons include juristic persons and associations of persons and vice versa, and the words in the first column have the meanings stated opposite them in the second column, as follows:

“A share” an A ordinary share of no par value in the share capital of Hospitality;

“A shareholder” the holder of an A share;

“accounting date” the day prior to the effective date;

“agreed values” the agreed relative fair values of 100% of the issued share capital of Newco and of the consideration shares, respectively;

“B share” a B ordinary share of no par value in the share capital of Hospitality;

“B shareholder” the holder of a B share;

“board” or “directors” or “board of directors”

the board of directors of Hospitality as set out in page 11 of this circular;

“business day” any day other than a Saturday, Sunday or official public holiday in South Africa and in the event that a day referred to in terms of this circular should fall on a day which is not a business day, the relevant date will be extended to the next succeeding business day;

“capital restructure” the restructure of the company’s dual-class share capital structure to a single-class share capital structure by way of:• the consolidation of every 3.5 B shares to a single B share;• the conversion of each A share into a B share, by way of a scheme of arrangement

proposed by Hospitality in terms of section 114 of the Companies Act;• the reclassification of the B shares as ordinary shares ; • and the increase of the number of authorised ordinary shares to 600 000 000; and• the adoption by the company of the MOI;

“category one acquisition” an acquisition in respect of which the consideration payable or raised wholly or in part by the issue of shares in consideration for the acquisition which is or is anticipated to constitute 30% or more of the market capitalisation of the company or may result in a dilution of 30% or more of the issued shares of the company, as contemplated in the Listings Requirements;

“certificated shareholders” Hospitality shareholders who hold certificated shares;

“certificated shares” shares which have not been dematerialised into the Strate system, title to which is represented by a share certificate or other physical documents of title;

“circular” this document dated 8 March 2016 containing the circular and annexures thereto, the notice of general meeting and a form of proxy;

“clean-out dividend” the clean-out dividend contemplated and more fully described in paragraph  4 of the circular;

“closing date” the day following the restructure implementation date;

“combined portfolio” collectively, the existing portfolio and the Tsogo portfolio, the property specific details of which are set out in Annexure 7 of the revised listing particulars;

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

“Companies Regulations” the Companies Regulations, 2011, promulgated in terms of the Companies Act;

“company secretary” the company secretary of Hospitality, Laurinda Rosalind (Rosa) van Onselen;

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“Competition Act” the Competition Act, No. 89 of 1998;

“Competition Appeal Court” the Competition Appeal Court established in terms of the Competition Act;

“Competition Authorities” the Competition Commission of South Africa and the Competition Tribunal of South Africa and/or the Competition Appeal Court of South Africa, being the regulatory and/or judicial authorities established in terms of the Competition Act;

“Competition Tribunal” the Competition Tribunal established in terms of the Competition Act;

“conditions precedent” the conditions precedent to which the transaction is subject, as set out in paragraph 3.1.5 of this circular;

“consideration shares” 145 000 000 Hospitality ordinary shares to be issued to Southern Sun Hotels at the issue price in consideration for the acquisition by Hospitality of the entire issued share capital of Newco, or such increased number of Hospitality ordinary shares as contemplated in paragraph 3.1.3 of this circular;

“corporate advisor Java Capital Proprietary Limited (Registration number 2012/089864/07), a private company incorporated and registered in accordance with the laws of South Africa, full details of which are set out in the Corporate Information section;

“CSDP” a Central Securities Depository Participant as defined by the Financial Markets Act appointed by a shareholder for purposes of, and in regard to, dematerialisation and to hold and administer dematerialised shares or an interest in dematerialised shares on behalf of a shareholder;

“dematerialise” or “dematerialisation”

the process whereby certificated shares are replaced by electronic records of ownership under Strate and recorded in the sub-register of shareholders maintained by a CSDP or broker;

“dematerialised shareholders” Hospitality shareholders who hold dematerialised shares;

“dematerialised shares” shares which have been incorporated into the Strate system, title to which is not represented by share certificates or other physical documents of title;

“documents of title” share certificates, certified transfer deeds, balance receipts and any other documents of title to shares;

“EBITDAR” earnings before interest, tax, depreciation and amortisation and rentals;

“effective date” the later of 1 July 2016 and the first business day of the month immediately following the month in which the fulfilment date shall have occurred ;

“effective date accounts” the unaudited financial statements of Hospitality for the period from 1 January 2016 or (if Hospitality has made a distribution or will make a distribution for the distribution period ending 30 June 2016 prior to the closing date) from 1 July 2016 to the accounting date, both days inclusive;

“Eglin” Eglin Investments No. 12 Proprietary Limited (Registration number 2000/025294/07), a private company incorporated and registered in accordance with the laws of South Africa and a wholly-owned subsidiary of Tsogo Sun Casinos;

“existing portfolio” the portfolio of 16 hotel properties currently owned by Hospitality, the property specific details of which are set out in Annexure 7 of the revised listing particulars;

“Financial Markets Act” the Financial Markets Act, No. 19 of 2012;

“financial year” the financial year of Hospitality, for the time being ending on 30 June of each year;

“fulfilment date” the date on which the last of the conditions precedent to be fulfilled or waived (as the case may be) is fulfilled or waived;

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“general meeting” the general meeting of Hospitality shareholders to be held on Monday, 11 April 2016 at Crowne Plaza J HB – The Rosebank, corner Tyrwhitt and Sturdee Avenues, Rosebank, 2196, at the later of 10:30 or five  minutes after the completion, postponement or adjournment of the combined general meeting as defined in and convened as set out in the restructure circular, for the purpose of considering and passing the resolutions required to implement the transaction;

“grading” a subjective interpretation by Hospitality management of the facilities and services provided in respect of each of the hotel properties in the combined portfolio, as they would likely be graded internationally;

“Hospitality” or “the company”

Hospitality Property Fund Limited (Registration number 2005/014211/06), a public company incorporated and registered in accordance with the laws of South Africa and listed on the JSE;

“Hospitality group” or “the group”

the company, its subsidiaries, associates and joint ventures

“Hospitality shares” or “shares”

collectively, the A shares and the B shares, or either of them, or, after implementation of the capital restructure, ordinary shares, as the context may require;

“Hospitality shareholders” or “shareholders”

collectively, the A shareholders and the B shareholders, or either of them, or, after implementation of the capital restructure, ordinary shareholders, as the context may require;

“ hotel management companies”

entities which manage and operate the hotels on behalf of Hospitality’s tenants, further details of which are set out in Annexure 6 of the revised listing particulars;

“hotel properties” immovable properties together with all buildings and improvements thereon;

“ HPF Employee Incentive Trust”

The HPF Employee Incentive Trust (Masters reference number IT1564/2013), a trust established on 30 May 2013, for the purposes of retaining employees by providing them with an opportunity to share in the benefits of the equity of the company and the related distributions;

“HPF indebtedness” the aggregate of:a. the amount of interest-bearing debt;b. the capital amount of any bonds issued under the domestic medium term note

programme;c. the amount of accrued but unpaid interest in respect of (a) and (b) above;d. the amount of declared but unpaid distributions to shareholders; ande. the amount of the clean-out dividend to be declared;less cash-on-hand of Hospitality as at the effective date;

“IFRS” International Financial Reporting Standards;

“independent expert” or “Mazars”

Mazars Corporate Finance Proprietary Limited (Registration number 2003/029561/07), a private company incorporated and registered in accordance with the laws of South Africa, acting as independent expert and appointed to provide external advice to Hospitality shareholders in relation to the waiver in terms of the Companies Act and the Takeover Regulations and on the transaction in relation to the related party considerations in terms of the Listings Requirements, full details of which are set out in the Corporate Information section;

“ independent property valuer” or “JHI”

Gensec Property Services Limited (Registration number 1987/004302/07), trading as JHI, a private company incorporated and registered in accordance with the laws of South Africa, full details of which are set out in the Corporate Information section;

“ independent reporting accountants” or “KPMG”

KPMG Inc. (Registration number 1999/021543/21), a limited liability partnership registered and incorporated in accordance with the laws of South Africa, full details of which are set out in the Corporate Information section;

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“issue price” the indicative five-day clean VWAP of a Hospitality ordinary share on the restructure implementation date. Given the delay anticipated between the date of this circular and the issue of the consideration shares, as further set out in the salient dates and times section, an indicative issue price of R 10.64 has been used for purposes of this circular, being the combined five-day clean VWAP of Hospitality A and B shares as at the last practical date, weighted as per the terms of the capital restructure;

“JSE” Johannesburg Stock Exchange being the exchange operated by the JSE Limited (Registration number 2005/022939/06), a public company incorporated and registered in accordance with the laws of South Africa, and licensed to operate an exchange under the Financial Markets Act;

“last practical date” 11 February 2016, being the last practical date prior to the finalisation of this circular;

“licence agreements” each of the licence agreements dated on or about 10 February 2016 entered into between ResHub (as licensee) and SSHI (as licensor) relating to the use by ResHub of the relevant names, logos and related intellectual property of the Tsogo group in relation to each of the Tsogo properties, further details of which are set out in Annexure 10 of the revised listing particulars, and “licence agreement” shall mean any one such agreement as the context may require;

“linked unit conversion the restructure of Hospitality’s linked unit capital structure to its current all share structure, implemented on and with effect from 28 September 2015, as detailed more fully in the circular to Hospitality linked unitholders dated 1 July 2015;

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

“long-stop date” the 30th day from and including the date of written notice given by any of the parties to the transaction agreement to all the other parties requiring that those of the conditions precedent which at the date of such notice have not been fulfilled or waived, be fulfilled or, where possible, waived, provided that such notice may not be given before 30  September 2016, or if the Competition Tribunal decides either not to approve the application to approve the transaction or to approve it subject to a condition or conditions, whereupon Southern Sun Hotels elects to appeal such decision to the Competition Appeal Court, before 31 March 2017;

“m2” square metres;

“management agreements” each of the management agreements dated on or about 10 February 2016 entered into between ResHub and SSHI (as manager) whereby SSHI is appointed to manage on behalf of ResHub each of the hotels situated on the Tsogo properties, further details of which are set out in Annexure 10 of the revised listing particulars, and “management agreement” shall mean any one such agreement as the context may require;

“mandatory offer” the mandatory offer which the mandatory offerors are, pursuant to the transaction, obliged to make to all the Hospitality shareholders other than the vendor to acquire all their shares in Hospitality, the waiver of which in terms of the provisions of the Companies Regulations is a condition precedent to the transaction such that the mandatory offerors be exempt from the requirement to make such mandatory offer;

“mandatory offerors” collectively, Southern Sun Hotels and Tsogo;

“MOI” the memorandum of incorporation of Hospitality proposed to be adopted at the general meetings of Hospitality shareholders to be held from 10:00 on Monday, 11 April 2016, for the purpose of considering and, passing the resolutions required to implement the capital restructure;

“NAV” net asset value;

“Newco” Fezisource Proprietary Limited (Registration number 2015/305572/07), a private company incorporated and registered in accordance with the laws of South Africa, which will own the Tsogo properties and is a wholly-owned subsidiary of Southern Sun Hotels, full details of which are set out in the Corporate Information section;

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“new directors” John Copelyn, Rob Nicolella, Marcel von Aulock, Laurelle Fick and Zibusisi Kganyago, further details of whom are set out in paragraph 3.2 of the revised listing particulars;

“ own name” dematerialised shareholders”

dematerialised shareholders who/which have elected “own name” registration;

“press” the Business Day newspaper;

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

“REIT” a Real Estate Investment Trust, which is an entity which receives REIT status in terms of the Listings Requirements and qualifies as such in terms of the Income Tax Act No. 58 of 1962;

“ResHub” ResHub Proprietary Limited (Registration number 2002/002584/07), a private company incorporated and registered in accordance with the laws of South Africa, a wholly-owned subsidiary of SSHI and the lessee and licensee in respect of the Tsogo properties;

“restructure circular the circular issued on 8 March 2016 to Hospitality shareholders, relating to the capital restructure;

“ restructure implementation date”

the date on which the capital restructure is implemented in accordance with its terms and the clean-out dividend paid;

“revised listing particulars” the revised listing particulars of Hospitality accompanying this circular and providing additional information in relation to Hospitality after the implementation of the transaction, issued on 8 March 2016;

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

“South Africa” the Republic of South Africa;

“Southern Sun Africa” Southern Sun Africa Limited (Registration number 20273/4110), a company incorporated in accordance with the laws of Mauritius and a wholly-owned subsidiary of Southern Sun Off-Shore Proprietary Limited, which in turn is a wholly-owned subsidiary of TSHG&E;

“Southern Sun Hotels” Southern Sun Hotels Proprietary Limited (Registration number 2002/006356/07), a private company incorporated and registered in accordance with the laws of South Africa and a wholly-owned subsidiary of TSHG&E;

“SSHI” Southern Sun Hotel Interests Proprietary Limited (Registration number 1969/001365/07), a private company incorporated and registered in accordance with the laws of South Africa, a wholly-owned subsidiary of Southern Sun Hotels and the licensor in respect of the Tsogo properties;

“Strate” Strate Proprietary Limited (Registration number 1998/022242/07), a private company incorporated and registered in accordance with the laws of South Africa, which is licensed to operate in terms of the Financial Markets Act and which is responsible for the electronic settlement system used by the JSE;

“TNAV” tangible net asset value;

“transaction” the acquisition by Hospitality of the entire issued share capital of Newco, which will own the Tsogo portfolio in exchange for the issue of the consideration shares to the vendor;

“transaction agreement” the sale agreement dated 14 December 2015 entered into between Hospitality, SSHI, Eglin, Southern Sun Hotels and Newco, as amended in terms of an addendum dated 29 February 2016, the salient terms and conditions of which are set out in paragraph 3 of this circular;

“transaction sponsor” Java Capital Trustees and Sponsors Proprietary Limited (Registration number 2006/005780/07), a private company incorporated and registered in accordance with the laws of South Africa, full details of which are set out in the Corporate Information section;

“transfer secretaries” or “Computershare”

Computershare Investor Services Proprietary Limited (Registration number 2004/003647/07), a private company incorporated and registered in accordance with the laws of South Africa, full details of which are set out in the Corporate Information section;

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“TRP” the Takeover Regulation Panel established in terms of section 196 of the Companies Act;

“Takeover Regulations” chapter 5 of the Companies Regulations;

“Tsogo” Tsogo Sun Holdings Limited (Registration number 1989/002108/06), a public company incorporated and registered in accordance with the laws of South Africa and listed on the JSE;

“Tsogo group” collectively, Tsogo and its subsidiaries;

“Tsogo lease agreements” collectively, each of the lease agreements entered into between ResHub (as lessee) and SSHI (as lessor) on or about 10 February 2016 relating to the tenancy by ResHub of each of the Tsogo properties, further details of which are set out in Annexure 10 of the revised listing particulars, and “Tsogo lease agreement” shall mean any one such agreement as the context may require. Upon implementation of the transaction, Newco will assume the role of the lessor in respect of each of the Tsogo lease agreements;

“Tsogo properties” or “Tsogo portfolio”

collectively, the 10 hotel properties which will be owned by Newco at the effective date, the specific details of which are set out in Annexure 8 of the circular;

“Tsogo Sun Casinos” Tsogo Sun Casinos Proprietary Limited (Registration number 1995/012674/07), a private company incorporated and registered in accordance with the laws of South Africa and a wholly-owned subsidiary of Tsogo Sun Gaming;

“Tsogo Sun Gaming” Tsogo Sun Gaming Proprietary Limited (Registration number 2002/006402/07), a private company incorporated and registered in accordance with the laws of South Africa and a wholly-owned subsidiary of TSHG&E;

“TSHG&E” Tsogo Sun Hotels, Gaming and Entertainment Proprietary Limited (Registration number 2002/006556/07), a private company incorporated and registered in accordance with the laws of South Africa and a wholly-owned subsidiary of Tsogo;

“VAT” value added tax as defined in the Value Added Tax Act, No. 89 of 1991;

“vendor” Southern Sun Hotels;

“VWAP” volume weighted average price; and

“waiver” the waiver of the mandatory offer as contemplated in paragraph 3.5 of this circular such that the mandatory offerors are exempt from the requirement to make the mandatory offer.

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Hospitality Property Fund Limited(Incorporated in the Republic of South Africa)

(Registration number 2005/014211/06)JSE share codes: HPA ISIN: ZAE000203022

HPB ISIN: ZAE000203030(Approved as a REIT by the JSE)

(“Hospitality” or “the company”)

Directors Don Bowden (Independent non-executive chairman)Vincent Joyner (Chief executive officer)Riaan Erasmus (Acting financial director)*Gerald Nelson (Non-executive director)Linda de Beer (Independent non-executive director)Zuko Kubukeli (Independent non-executive director)Willy Ross (Independent non-executive director)Syd Halliday (Independent non-executive director)Zola Ntwasa (Independent non-executive director)* Riaan Erasmus is the current acting financial director. The JSE has granted the company an extension until 30 September 2016 to appoint a new full time

financial director.

CIRCULAR TO HOSPITALITY SHAREHOLDERS

1. INTRODUCTION

1.1 As announced on SENS on 15 December 2015, Hospitality has entered into the transaction agreement in terms of which Hospitality will acquire the entire issued share capital of Newco (which will own the Tsogo properties) from the vendor in consideration for the issue to the vendor of a number of Hospitality shares.

1.2 After the implementation of the transaction, the Tsogo group will increase their shareholding in Hospitality from 27.3% to 50.6% of Hospitality’s total issued share capital. The transaction will therefore be categorised as an affected transaction as defined in the Companies Act, which will trigger a mandatory offer by the mandatory offerors to the shareholders of Hospitality other than the vendor, unless the mandatory offerors are exempted from the making of the mandatory offer. The transaction is accordingly subject, amongst others, to the condition precedent that the requirement to make a mandatory offer as set out in paragraph 3.5 below is waived by Hospitality shareholders and dispensed with by the TRP.

1.3 The transaction constitutes a category one acquisition from a related party for Hospitality in terms of the Listings Requirements, requiring the approval of Hospitality shareholders by way of a resolution passed at a general meeting.

1.4 The purpose of this circular is to:

1.4.1 provide Hospitality shareholders with information relating to the transaction and the manner in which it will be implemented, so as to enable shareholders to make an informed decision as to whether or not they should vote in favour of the transaction; and

1.4.2 give notice convening the general meeting at which the resolutions necessary to approve and implement the transaction will be considered and, if deemed fit, approve with or without modification, the resolutions necessary to approve and implement the transaction. The notice convening general meeting of Hospitality shareholders is attached to and forms part of this circular.

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1.5 It is anticipated that the number of Hospitality shares to be issued pursuant to the implementation of the transaction will increase the total number of Hospitality shares in issue after the implementation of the capital restructure by more than 50%. Accordingly, as required in terms of the Listings Requirements, revised listing particulars have been posted to shareholders together with this circular.

2. RATIONALE FOR THE TRANSACTION

2.1 Following the linked unit conversion, Hospitality currently has a dual-class share capital structure consisting of A shares and B shares. The A shares have a preferential right to net income distributions made by Hospitality, with the B shares having the right to participate only in that portion of Hospitality’s net income distributions that remains following payment of the fixed amount due in respect of the A shares.

2.2 As previously disclosed to Hospitality shareholders (most recently in the integrated annual report 2015), the board is, and has for some time been, of the view that the dual-class share capital structure is not in the best interests of the company and that it has been a major impediment to the effective operation of Hospitality’s business. The board believes that a simplified capital structure will allow Hospitality to deliver more easily on its strategic objectives in the longer term, and the possibility of converting to a single-class share capital structure has therefore been a key focus area for Hospitality in recent years.

2.3 Following engagement with shareholders, indications are now that there is a high level of shareholder support for such a capital restructure insofar as it is implemented in the broader context of the transaction. The transaction therefore presents a mechanism by which Hospitality can achieve the desired restructure of its share capital.

2.4 In addition, the transaction presents a highly attractive acquisition for Hospitality, with the Tsogo portfolio, comprising ten successful and established hotel properties which are well located within their respective nodes. The transaction will contribute to a broadening of Hospitality’s earnings base and should introduce an element of stability to the company’s earnings, through exposure to the relatively predictable cash flows generated by the Tsogo portfolio. As the Tsogo portfolio will be acquired free of any debt, the transaction will also bring about the reduction of Hospitality’s gearing ratio from 3 8.7% as at 30 June 2015 to 28. 2% which, together with Hospitality’s greater scale and inclusion as part of the Tsogo group, is expected to reduce Hospitality’s cost of funding whilst providing the company with access to capital for future opportunities.

2.5 It is also anticipated that the transaction will see Hospitality forming the platform for Tsogo’s strategy of growing a hospitality-focussed REIT. It therefore provides Hospitality with exciting future growth prospects and an attractive pipeline of acquisitions in the medium term, both in terms of Tsogo properties and properties owned by third parties.

2.6 Ultimately, while the capital restructure will in the short-term dilute the net income distributions to holders of A shares, it will result in the long-term sustainability of Hospitality’s business in the best interests of Hospitality shareholders. This, in the board’s view, provides sound and compelling justification for the implementation of the transaction.

3. TERMS OF THE TRANSACTION

3.1 Mechanics of the transaction

3.1.1 In terms of the transaction agreement, Hospitality will acquire from Southern Sun Hotels the entire issued share capital of Newco, a wholly-owned subsidiary of Tsogo, with effect from the effective date.

3.1.2 The purchase consideration will be settled by way of an issue of the consideration shares at the issue price to Southern Sun Hotels.

3.1.3 If the amount of the HPF indebtedness as at the effective date is greater than R1.7 billion, the number of consideration shares to be issued to SSH in exchange for the acquisition of the Tsogo portfolio will be increased proportionately, so as to compensate the vendor for the reduction in the agreed value of the consideration shares as a consequence of the higher than anticipated level of the HPF indebtedness.

3.1.4 Save as set out in paragraph 4 below in relation to the clean-out dividend, the consideration shares will rank pari passu with existing ordinary shares in issue post implementation of the capital restructure, and will be fully paid up and freely transfer able.

3.1.5 The transaction is subject to the fulfilment or waiver of the following outstanding conditions precedent by no later than the long-stop date:

3.1.5.1 all of the conditions precedent to which the capital restructure is subject (save for the condition precedent relating to the transaction agreement becoming unconditional), shall have been fulfilled or waived in accordance with its terms;

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3.1.5.2 the passing of all resolutions set out in the notice of general meeting attached to this circular, by the requisite majority of shareholders;

3.1.5.3 all applicable regulatory and statutory approvals of the implementation of the transaction shall have been obtained from the Competition Authorities, the JSE and the TRP;

3.1.5.4 the Tsogo properties shall have been registered into the name of Newco, in the appropriate deeds registry; and

3.1.5.5 to the extent necessary, third party consents in relation to the change of control provisions in certain contracts to which Hospitality or companies within the Hospitality group are party shall have been obtained.

3.1.6 Hospitality will, subject to the approval of shareholders at the general meeting, appoint five nominees of SSH to the board of Hospitality with effect from the effective date. This will require that, as part of the capital restructure, the MOI is amended to increase the maximum number of directors of Hospitality from 12 to 15 directors.

3.1.7 Ownership, risk and benefit in and to the entire issued share capital of Newco will pass to Hospitality on the effective date. While ownership, risk and benefit in and to the consideration shares will vest in SSH with effect from the effective date, they will only be issued to SSH on the day following the restructure implementation date, so as to ensure that SSH does not participate in the clean-out dividend in respect of the consideration shares. Assuming that the fulfilment date as defined in this circular occurs during the month of October 2016, the effective date of this transaction will be Tuesday, 1 November 2016.

3.1.8 The transaction agreement contains warranties which are common for transactions of this nature.

3.1.9 Overview of the lease terms

3.1.9.1 The Tsogo properties will be leased from Hospitality (through Newco) by ResHub and managed by SSHI, both of which are indirect wholly-owned subsidiaries of Tsogo.

3.1.9.2 A Tsogo lease agreement in respect of each of the Tsogo properties has been concluded for an initial period of 20 years with a 10 year renewal option. Each time the lessee exercises its option to extend the lease, a further 10 year renewal option will be applicable. Hospitality’s continued REIT status is dependent on at least 75% of its revenue and gross income comprising rental. Accordingly, the parties to the transaction agreement have agreed that, to the extent that the renewal options bring the classification of the Tsogo lease agreements as operating lease s into question (and hence potentially impacts on the company’s REIT status), they will negotiate in good faith and use their reasonable endeavours to procure that the terms of the Tsogo lease agreements are amended as may be necessary to avoid this outcome.

3.1.9.3 The rentals payable in terms of each of the Tsogo lease agreements comprise a 50% fixed component and an approximately 50% variable component which is calculated as 98% of EBITDAR less the fixed component. The Tsogo lease agreements are subject to additional terms and conditions which are customary for leases of this nature including standard performance conditions.

3.2 Capital restructure

3.2.1 As set out in paragraph 3.1.5.1 above, the transaction remains conditional upon all of the conditions precedent to which the capital restructure is subject, being fulfilled or waived in accordance with its terms. In this regard, the restructure circular , including notices of general meetings at which Hospitality shareholders will consider and, if deemed fit, approve with or without modification, the resolutions necessary to approve and implement the capital restructure, was posted to Hospitality shareholders on 8 March 2016.

3.3 Authorisation in terms of section 41(3) of the Companies Act

As the voting power of the consideration shares will exceed 30% of the voting power of all the shares of that class held by Hospitality shareholders immediately before the issue of the consideration shares pursuant to the transaction, the issue of the consideration shares is required to be approved by a special resolution of Hospitality shareholders in terms of section 41(3) of the Companies Act.

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3.4 Related party considerations and fairness opinion

3.4.1 As Southern Sun Hotels holds 54. 30% of the B shares (27. 15% of the total voting rights in Hospitality) as at the last practical date, it is regarded as a material shareholder of Hospitality in terms of the Listings Requirements. Consequently, the transaction constitutes a transaction with a related party in terms of section 10.4(f) of the Listings Requirements.

3.4.2 Accordingly, the transaction is subject to approval of Hospitality shareholders. Although Southern Sun Hotels and its associates will be taken into account in determining a quorum at the general meeting, the JSE requires that the resolution must be approved by a majority of Hospitality shareholders, excluding the votes cast by Southern Sun Hotels and its associates.

3.4.3 The board has appointed Mazars to provide an independent opinion on the fairness of the transaction. Mazars concluded that the terms of the transaction are fair to Hospitality shareholders and their report is set out in Annexure 1 of the circular. Subsequent to the last practicable date, Hospitality released its unaudited consolidated interim results for the six months ended 31 December 2015. Having considered such interim results, Mazars has confirmed that they are satisfied that their opinion that the terms of the transaction are fair to Hospitality shareholders remains unchanged.

3.5 Waiver of a mandatory offer to shareholders and intentions of the majority shareholder

3.5.1 Post the implementation of the transaction, Hospitality will be a subsidiary of and controlled by Tsogo. The intention is for the company to house the hospitality and potentially other property interests of the Tsogo group and Tsogo intends to grow the size and value of the combined portfolio through acquisition and development activities. It is intended that Hospitality remain exposed to and contracted with multiple brands and management companies. Tsogo believes that it can add significant value to the company as an anchor shareholder, enhancing the empowerment credentials, financial stability and transaction pipeline of the company.

3.5.2 In terms of section 123 of the Companies Act, the mandatory offerors would be obliged to make a mandatory offer to shareholders of Hospitality other than the vendor at the same price at which the consideration shares were issued (being the issue price) unless the mandatory offer is waived in accordance with regulation 86(4) of the Companies Regulations and dispensed with by the TRP.

3.5.3 The TRP has advised that it is willing to consider the application to grant an exemption from the obligation to make a mandatory offer if the majority of independent shareholders of Hospitality waive their entitlement to receive the mandatory offer from the mandatory offerors, in accordance with regulation 86(4) of the Companies Act Regulations.

3.5.4 The waiver requires a fair and reasonable opinion to be prepared by an independent expert and included in the circular. The fair and reasonable opinion has been prepared by Mazars and is attached as Annexure 2 of the circular. Mazars has concluded that the acquisition of the entire issued share capital of Newco in exchange for the consideration shares is fair and that the waiver of the mandatory offer based on Tsogo’s intention and strategy for Hospitality post the implementation of the transaction is fair and reasonable. Subsequent to the last practicable date, Hospitality released its unaudited consolidated interim results for the six months ended 31 December 2015. Having considered such interim results, Mazars has confirmed that they are satisfied that their opinion that acquisition of the entire issued share capital of Newco in exchange for the consideration shares is fair and that the waiver of the mandatory offer based on Tsogo’s intention and strategy for Hospitality post the implementation of the transaction is fair and reasonable remains unchanged.

3.5.5 Any shareholder of Hospitality who wishes to make representations relating to the exemption shall have 10 business days from the date of the issue of this circular to make such representations to the TRP before the ruling is considered. Representations should be made in writing and delivered by hand, posted or faxed to:If delivered by hand or courier:The Executive Director Takeover Regulation Panel1st floor, Building BSunnyside Office Park32 Princess of Wales Terrace, Parktown, 2193

If posted:The Executive Director Takeover Regulation Panel PO Box 91833 Auckland Park, 2006

If faxed:The Executive Director Takeover Regulation Panel+27 11 642 9284

and should reach the TRP by no later than the close of business on 23 March 2016 in order to be considered.

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3.5.6 If any representations are made to the TRP within the permitted timeframe, the TRP will consider the merits thereof before making a ruling.

3.5.7 Included in the circular is the notice of general meeting including inter alia the resolution for the waiver of the mandatory offer for shareholders to consider, and if deemed fit, approve at the general meeting.

3.5.8 If the waiver resolution is passed at the general meeting, Hospitality will inform the TRP, together with supporting documents that the requisite resolution has been passed in terms of regulation 86(4) of the Companies Act Regulations.

3.5.9 The TRP will then consider the application for the waiver and make a ruling.

3.5.10 Hospitality will announce the outcome of the ruling on SENS on 13 April 2016 and remind shareholders that they may request the Takeover Special Committee to review the ruling within five business days of the announcement being by 20 April 2016.

3.5.11 After expiry of the five business days’ notice period on 20 April 2016, the TRP waiver proceedings will be regarded as complete if no Hospitality shareholders have requested a review of the TRP ruling.

3.6 Financial year-end

On or as soon as reasonably possible following the restructure implementation date, the board of directors will file the requisite notice of a change in the financial year of the company in terms of section 27(4) of the Companies Act, to change the financial year of the company to 31 March. This is required in order to align the financial year of Hospitality with that of Tsogo.

4. CLEAN-OUT DIVIDEND

4.1 Within three business days of the effective date accounts being finalised, the directors will, subject to the solvency and liquidity requirements of section 46 of the Companies Act, declare a clean-out dividend to those Hospitality shareholders who are registered as such on the record date for participation in the capital restructure of an amount equal to Hospitality’s distributable profit as reflected in the effective date accounts, and pay such clean-out dividend on the restructure implementation date.

4.2 The consideration shares are to be issued “ex” entitlement to the clean-out dividend.

4.3 An announcement containing full details of the clean-out dividend, including the tax treatment and associated timetable for payment thereof, will be released on SENS and published in the press.

5. PROSPECTS

5.1 The performance of the company in the year ahead will largely be driven by the hospitality trading environment. Management expects occupancies to grow in line with domestic GDP growth with room rates increasing slightly ahead of the prevailing CPI rate. Furthermore inflationary pressures on salaries and wages as well as utility costs could impact hotel expenses in 2016. The core properties in Sandton and the Western Cape have been more resilient in the recent downturn and should dampen the impact of any continued downturn. The company will continue to actively pursue the disposal of its remaining non-core properties.

5.2 Hospitality’s underlying performance for the 2016 financial year will be impacted by a renewal of the lease at Champagne Sports Resort. Due to escalations in the fixed rental since 2006 the rental at expiry is significantly higher than market which will result in a reversion of approximately R7 million per annum. Furthermore there will be a requirement to refurbish the hotel in order to maintain market share.

5.3 No known further fixed rental income reversions will occur following the restructure of the Champagne lease.

6. OPINION AND RECOMMENDATION

6.1 The board, following due consideration of inter alia the reports of the independent expert, is of the opinion that the transaction is beneficial to Hospitality and, accordingly, recommends that Hospitality shareholders vote in favour of the resolutions to be proposed at the general meeting.

6.2 Those directors that hold a beneficial interest in Hospitality shares, intend voting in favour of the transaction and all resolutions to be proposed at the general meeting.

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7. FORECAST STATEMENTS OF COMPREHENSIVE INCOME

7.1 Forecasts of Newco, which are set out in Annexure 3 of this circular, have been prepared for the year ending 30 June 2016 and the year ending 30 June 2017 (collectively, the “forecasts”).

7.2 The forecasts have been prepared on the assumption that the effective date of the transaction was 30 June 2015 and on the basis that the forecasts include forecast results for the duration of the forecast periods.

7.3 The forecasts, including the assumptions on which they are based and the financial information from which they are prepared, are the responsibility of the directors. The forecasts have been prepared in accordance with Hospitality’s accounting policies and in compliance with IFRS.

7.4 The forecasts must be read in conjunction with the independent reporting accountants’ assurance report on the forecasts as contained in Annexure 4 of this circular.

8. PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION

8.1 The pro forma consolidated statement of financial position of Hospitality, after the capital restructure and the transaction is set out in Annexure 5 of this circular.

8.2 The pro forma consolidated statement of financial position of Hospitality, including the assumptions on which it is based and the financial information from which it has been prepared, is the responsibility of the board of Hospitality.

8.3 The independent reporting accountants’ assurance report on the pro forma consolidated statement of financial position of Hospitality is set out in Annexure 6 of this circular.

8.4 Subsequent to the last practicable date, Hospitality released its unaudited consolidated interim results for the six months ended 31 December 2015. The pro forma consolidated statement of financial position of Hospitality, assuming the transaction had been implemented on 31 December 2015, will be released on SENS on or before 31 March 2016.

8.5 The independent reporting accountants’ review report on the value and existence of the assets and liabilities acquired by Hospitality is set out in Annexure 7 of this circular.

9. THE TSOGO PORTFOLIO

9.1 Overview of the Tsogo portfolio

The Tsogo portfolio, based on valuations performed as at 30 September 2015, amounts to R1.8 billion and consists of 10 properties. The detailed list of the properties comprising the Tsogo portfolio is set out in Annexure 8 of this circular.

9.2 Brief description of the Tsogo properties

9.2.1 Garden Court Kimberley caters for business travellers and holiday makers. Garden Court Kimberley is located in the heart of South Africa’s diamond capital, within easy travelling distance to the airport, restaurants and historic attractions, and offers 135 spacious, recently refurbished rooms.

9.2.2 Garden Court Milpark is within close proximity to Johannesburg’s academic precinct, newly rejuvenated city centre, Newtown cultural precinct, as well as famous local attractions and landmarks. Garden Court Milpark has 252 rooms and is ideal for business and leisure travellers.

9.2.3 Garden Court O.R. Tambo International Airport, situated only 2.6km from O.R. Tambo International Airport, provides rest and rejuvenation for guests. The hotel has 253 rooms, conference facilities and attracts both business and leisure travellers, offering a complimentary shuttle service at regular intervals.

9.2.4 Garden Court Polokwane is located in Limpopo’s capital city, close to some of the regions natural and historic attractions. This hotel has 180 spacious rooms and services to suit the needs of business and leisure travellers alike.

9.2.5 Garden Court South Beach is situated on the Durban beachfront and is minutes from the CBD. This hotel has 414 rooms, some with panoramic sea views over the Indian Ocean. It is the ideal spot for seasonal family holidays and comfortable business trips.

9.2.6 The tranquil palm-lined canal at Century City is home to StayEasy Century City which is a prime destination for tourists. The 175-room hotel is located near to the largest shopping and entertainment complex in Africa and within minutes from the Cape Town CBD.

9.2.7 A modern contemporary style and great value for money makes StayEasy Rustenburg a preferred destination for both business and leisure travellers alike. Located in the heart of Rustenburg in the North West, one of the fastest growing cities in South Africa, this hotel is close to the popular Pilanesburg Game Reserve, Sun City Entertainment Complex and surrounding local attractions. The hotel has 125  rooms.

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9.2.8 SunSquare Cape Town, situated close to the city centre in the heart of the beautiful leafy suburb of The Gardens, offers easy access to Cape Town International Convention Centre and many other local attractions. It has 136 comfortably appointed rooms in standard, queen and king formats. Guests can enjoy a host of facilities and amenities, keeping them relaxed, connected and comfortable throughout their stay.

9.2.9 Southern Sun Bloemfontein is designed to offer convenience and relaxation. This 147 room hotel gives travellers to the Free State a peaceful experience in Bloemfontein, the city of roses. Offering old-world charm infused with modern technology, business and leisure travellers will find Southern Sun Bloemfontein close enough to the CBD, yet comfortably set in a calming residential environment.

9.2.10 Southern Sun Newlands situated in Newlands, Cape Town, is a trendy, cosmopolitan, hotel with 162  stylishly comfortable rooms offering spectacular views of Devil’s Peak and the landscaped surrounds. Southern Sun Newlands is close to the world-renowned Newlands Rugby and Cricket Stadium and is an ideal venue for business as well as leisure travellers.

9.3 Analysis of the Tsogo portfolio

An analysis of the Tsogo portfolio as at 30 September 2015 in respect of the geographic profile, the sectoral profile, the grading profile, the lease profile, the lease expiry profile and the average annualised property yield is set out below.

9.3.1 Geographic profile

Gross rental income by

localityProperty value

by locality

Gauteng 34.6% 34.4%KwaZulu-Natal 25.9% 25.5%Western Cape 17.8% 18.9%Limpopo 8.5% 8.9%Northern Cape 8.0% 7.3%Free State 5.2% 5.0%

Total 100.0% 100.0%

9.3.2 Sectoral profile

The properties are classified in the hospitality sector.

9.3.3 Grading portfolio

Gross rental income by

gradingProperty value

by grading

Economy 0.0% 0.0%Midscale 100.0% 100.0%Upscale 0.0% 0.0%

Total 100.0% 100.0%

9.3.4 Lease profile

Gross rental income by lease type

Property value by lease type

Fixed leases 0.0% 0.0%F&V leases 100.0% 100.0%Variable leases 0.0% 0.0%

Total 100.0% 100.0%

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9.3.5 Lease expiry profile

Gross rental income by lease

expiry period

Property value by lease

expiry period

1 – 5 years 0.0% 0.0%6 – 10 years 0.0% 0.0%11 – 20 years 100.0% 100.0%21 – 30 years 0.0% 0.0%

Total 100.0% 100.0%

9.3.6 Average annualised property yield

The average annualised property yield for the Tsogo portfolio is 9.44%.

10. VALUATION REPORTS

10.1 The Tsogo portfolio was valued by Bryan Nyagah of JHI, who is an independent external registered professional valuer in terms of the Property Valuers Profession Act, No. 47 of 2000.

10.2 Detailed valuation reports have been prepared in respect of each of the properties comprising the Tsogo portfolio and are available for inspection in terms of paragraph 27 of the revised listing particulars. A summary of the detailed valuation reports in respect of the Tsogo portfolio has been included in Annexure 9 of this circular.

11. VENDOR

11.1 The salient details relating to the vendor, are set out in Annexure 10 of this circular.

11.2 The vendor has not guaranteed the book debts or other assets, although it has warranted in terms of the transaction agreement that Newco will, on the effective date, be the sole owner of the Tsogo portfolio. The transaction agreement contains other warranties which are standard for transactions of this nature.

11.3 The transaction agreement does not preclude the vendor from carrying on business in competition with the group nor does the transaction agreement impose any other restrictions on the vendor and therefore no payment in cash or otherwise has been made in this regard.

11.4 There are no liabilities for accrued taxation that are required to be settled in terms of the transaction agreement.

11.5 The shares in Newco are being acquired in return for the issue by Hospitality of the consideration shares. The net asset value of Newco will be R1 779 873 600 (being the value of the Tsogo portfolio as determined by the independent property valuer), such that the value per consideration share being issued is just under R12.28. Based on the clean VWAP at which Hospitality’s shares traded for the five business days preceding the last practical date, and the terms of the capital restructure, the current indicative value of the consideration shares and accordingly the price being paid for the shares in Newco is approximately R10.64 per consideration share, representing a discount of almost 16% to the underlying net asset value of the Tsogo portfolio.

11.6 Other than the directors’ interests as set out in Annexure 3 of the revised listing particulars, no director or promoter of Hospitality (or any partnership, syndicate or other association in which a promoter or director had an interest) has any direct or indirect beneficial interest in the transaction.

11.7 No cash or securities have been paid or any benefit given within the three preceding years this circular or is proposed to be paid or given to any promoter (not being a director).

11.8 The entire issued share capital of Newco to be acquired in terms of the transaction will be transferred into the name of Hospitality as soon as possible after implementation of the transaction and the Tsogo properties have not, to the knowledge of Hospitality, been ceded or pledged to any party.

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12. GENERAL MEETING

12.1 A general meeting of Hospitality shareholders will be held on Monday, 11 April 2016 at Crowne Plaza JHB – The Rosebank, corner Tyrwhitt and Sturdee Avenues, Rosebank, 2196, at the later of 10:30 or 5 minutes after the completion, postponement or adjournment of the combined general meeting as defined in and convened as set out in the restructure circular, for shareholders to consider and, if deemed fit, pass with or without modification the resolutions set out in the notice of general meeting of shareholders attached to this circular.

12.2 Details of the actions required by Hospitality shareholders are set out on page 2 of this circular.

13. DETAILS OF DIRECTORS

Annexure 3 of the revised listing particulars contains details of the directors’ emoluments and interests in Hospitality shares and transactions.

14. MAJOR AND CONTROLLING SHAREHOLDERS

14.1 Set out below are the names of Hospitality shareholders, other than directors, that, directly or indirectly, are beneficially interested in 5% or more of the issued A shares, as at 31 December 2015.

ShareholderNumber of

A shares% of

A shares% of

total shares

Coronation Fund Managers 49 358 393 34.21 17.10Sanlam Group 15 514 653 10.75 5.38Investment Solutions 7 953 249 5.51 2.76

Total 72 826 295 50.47 25.24

14.2 Set out below are the names of Hospitality shareholders, other than directors, that, directly or indirectly, are beneficially interested in 5% or more of the issued B shares, as at 31 December 2015

ShareholderNumber of

B shares% of

B shares% of

total shares

Southern Sun Hotels 78 344 196 54.30 27.15Total 78 344 196 54.30 27.15

14.3 Set out below are the names of Hospitality shareholders, other than directors, that, directly or indirectly, are expected to be beneficially interested in 5% or more of the issued shares of Hospitality post the implementation of the transaction.

ShareholderNumber of shares

% of total

Southern Sun Hotels 167 384 056 50.64Coronation Fund Managers 49 358 393 14.93

Total 216 742 449 65.58

14.4 As at the last practical date, the directors had no knowledge of any controlling shareholders in Hospitality. Tsogo will indirectly hold 50.64% of Hospitality’s shares in issue post the implementation of the transaction, being the aggregate of the consideration shares received in exchange for the shares in Newco and Tsogo’s existing indirect holding of 78.3  million B shares. Post the implementation of the transaction, Tsogo will be the controlling shareholder in Hospitality.

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15. RELATIONSHIP INFORMATION

15.1 Vexicure Proprietary Limited (“Vexicure”) is an 80% subsidiary of Pan-African Capital Holdings Proprietary Limited, of which Mr Zuko Kubukeli, an independent non-executive director of Hospitality, is a director and a 10.88% shareholder. HPF Properties Proprietary Limited owns a 5% shareholding in Vexicure. Vexicure leases the Westin Cape Town hotel from the group. Vexicure is accounted for by Hospitality as an associate entity.

15.2 Other than paragraph 15.1 above, neither the directors nor promoters have had any beneficial interests, direct or indirect, in relation to any property held or property to be acquired by the Hospitality group nor are they contracted to become a tenant of any part of the property of the Hospitality group.

15.3 There is no relationship between any parties mentioned in paragraph 3 of the revised listing particulars and another person that may conflict with a duty to the Hospitality group.

15.4 Other than as set out in paragraph 3 of this circular, the vendor of material properties acquired by the Hospitality group did not have any beneficial interest, direct or indirect, in any securities or participatory interests issued or to be issued by the Hospitality group in order to finance the acquisition of any material properties in the combined portfolio.

15.5 Other than the directors’ interests in Hospitality shares as set out in Annexure 3 of the revised listing particulars, neither the directors nor the promoters had a material beneficial interest, whether directly or indirectly, in the acquisition or disposal of any properties of the Hospitality group during the two years preceding the date of the valuation.

16. MATERIAL BORROWINGS AND LOANS RECEIVABLE

16.1 Details of material borrowings advanced to the Hospitality group at the last practical date are set out in paragraph 14 and Annexure 9 of the revised listing particulars.

16.2 Details of material loans receivable by the Hospitality group at the last practical date are set out in paragraph 14 and Annexure 9 of the revised listing particulars.

17. MATERIA L CONTRACTS

Material contracts which have been entered into either verbally or in writing by the Hospitality group, being restrictive funding arrangements and/or contracts entered into otherwise than in the ordinary course of the business carried on, or proposed to be carried on, entered into within the two years prior to the date of the revised listing particulars; or entered into at any time and containing an obligation or settlement that is material to the Hospitality group, as the case may be, are set out in paragraph 16 of the revised listing particulars and Annexure 10 of the revised listing particulars.

18. MATERIAL CHANGES

Save for the linked unit conversion, and the proposed capital restructure and the transaction:

18.1 there have been no material changes in the financial or trading position of the Hospitality group since Hospitality published its results for the year ended 30 June 2015 and the date of this circular other than as disclosed in the trading statement which was released on SENS on 4 February 2016;

18.2 there has been no change in the business or trading objects of Hospitality during the past five years;

18.3 there has been no major change in the nature of property, plant and equipment and in the policy regarding the use thereof;

18.4 there has been no material change in the nature of business of Hospitality; and

18.5 there has been no material fact or circumstance that has occurred between 30 June 2015, being the latest financial year-end and the date of this circular, other than as disclosed in this circular and the revised listing particulars.

19. ADEQUACY OF CAPITAL

The directors have considered the effects of the transaction and are of the opinion that the working capital available to the Hospitality group is sufficient for the group’s present requirements, that is, for at least the next 12 months from the date of issue of this circular.

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20. LITIGATION STATEMENT

20.1 The directors have ascertained that there are no legal or arbitration proceedings which may have, or have during the 12 months preceding the date of this circular, had a material effect on the financial position of Newco. The directors have also ascertained that Newco is not aware of any other proceedings that would have a material effect on the financial position of Newco or which are pending or threatened against Newco.

20.2 There are no legal or arbitration proceedings which may have, or have during the 12 months preceding the date of this circular, had a material effect on the financial position of the Hospitality group. Hospitality is not aware of any other proceedings that would have a material effect on the financial position of the Hospitality group or which are pending or threatened against the Hospitality group.

21. DIRECTORS’ RESPONSIBILITY STATEMENT

The directors, whose names are set out in page 11 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 the omission of which would make any statement false or misleading and that they have made all reasonable enquiries to ascertain such facts and that this circular contains all information required by law and the Listings Requirements.

22. CONSENTS

22.1 Each of Hospitality’s advisors being the company secretary, the corporate advisor, the transaction sponsor, the independent reporting accountants, the independent property valuer, the independent expert, the transfer secretaries and the corporate law and tax advisors have consented in writing to act in the capacities stated and to their names appearing in this circular and have not withdrawn their consent prior to the publication of this circular.

22.2 The independent reporting accountants, the independent property valuer and the independent expert have consented to the inclusion of their reports in the form and context in which they are included in the circular, which consents have not been withdrawn prior to the publication of this circular.

22.3 Each of Tsogo’s advisors being the investment bank, the transaction sponsor and the corporate law advisor have consented in writing to act in the capacities stated and to their names appearing in this circular and have not withdrawn their consent prior to the publication of this circular.

23. PRELIMINARY EXPENSES AND ISSUE EXPENSES

The preliminary and issue expenses (excluding VAT) relating to the transaction, including the capital restructure, which have been incurred by Hospitality or that are expected to be incurred are presented in the table below.

Fees in respect of the circular and revised listing particulars Recipient Rand

Corporate advisor and transaction sponsor fees Java Capital 14 000 000 Corporate law and tax advisor fees ENS 620 000Independent reporting accountants fees KPMG 620 000Independent property valuation fees JHI 150 000Independent expert fees Mazars 300 000Printing and other costs Ince 300 000TRP fees TRP 400 000JSE documentation fees (this circular) JSE 113 596JSE documentation fees (restructure circular) JSE 15 940JSE listing fees JSE 391 833Exchange control Investec 8 500

Total 16 919 869

24. CONFLICTS OF INTEREST

Java Capital is acting in the capacities of corporate advisor and transaction sponsor. As required in terms of the Listings Requirements, it is confirmed that in order to manage any potential or perceived conflicts of interest that might arise as a result of Java Capital acting in these roles, Java Capital has in place appropriate checks and balances and divisions of responsibility amongst the persons involved in fulfilling these various functions.

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25. DOCUMENTS AND CONSENTS TO BE AVAILABLE FOR INSPECTION

The list of the documents that will be available for inspection of the company’s registered office are set out in paragraph 27 of the revised listing particulars.

Signed on behalf of the Hospitality board

Vincent JoynerChief executive officer 8 March 2016

For: Don Bowman, director, herein represented by Vincent Joyner under and in terms of a round robin resolution of the board.

or: Gerald Nelson, director, herein represented by Vincent Joyner under and in terms of a round robin resolution of the board.

For: Linda de Beer, director, herein represented by Vincent Joyner under and in terms of a round robin resolution of the board.

For: Zuko Kubukeli, director, herein represented by Vincent Joyner under and in terms of a round robin resolution of the board.

For: Willy Ross, director, herein represented by Vincent Joyner under and in terms of a round robin resolution of the board.

For: Syd Halliday, director, herein represented by Vincent Joyner under and in terms of round robin resolution of the board.

For: Zola Ntwasa, director, herein represented by Vincent Joyner under and in terms of a round robin resolution of the board.

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Annexure 1

FAIRNESS OPINION ISSUED IN TERMS OF THE LISTINGS REQUIREMENTS

“ 4 March  2016The Directors Hospitality Property Fund LimitedThe Zone, Phase 22nd Floor, Loft Offices East WingCorner Oxford Road and Tyrwhitt Avenue Rosebank2196

Dear Sirs,

INDEPENDENT FAIRNESS OPINION IN RESPECT OF THE ACQUISITION BY HOSPITALITY PROPERTY FUND LIMITED (“HOSPITALITY”) OF THE ENTIRE ISSUED SHARE CAPITAL OF FEZISOURCE PROPRIETARY LIMITED (“NEWCO”) FROM SOUTHERN SUN HOTELS PROPRIETARY LIMITED (“SSH”), A RELATED PARTY, IN EXCHANGE FOR HOSPITALITY SHARES (THE TRANSACTION”)

INTRODUCTION

We have been appointed by the Board of Directors (“Board”) to advise the shareholders of Hospitality whether, in our opinion, the Transaction, in terms of which Hospitality will acquire the entire issued share capital of Newco (which will own 10 hotel assets) from SSH, a related party in terms of section 10.4(f) of the JSE Listings Requirements, in exchange for 145 000 000 Hospitality ordinary shares (post the restructure of Hospitality’s share capital to comprise a single class of share only) is fair.

The Transaction qualifies as a Category 1 transaction for Hospitality in terms of section 9 of the JSE Listings Requirements. As SSH currently holds 27.3% of the total issued share capital of Hospitality, it is regarded as a material shareholder of Hospitality in terms of the JSE Listing Requirements.

The Transaction therefore constitutes a transaction with a related party in terms of section 10.4(f) of the JSE Listings Requirements and requires the Board to obtain a fairness opinion from an independent expert, prepared in accordance with Schedule 5 of the JSE Listings Requirements.

EXPLANATION OF THE TERM ‘FAIR’

The term ‘fair’ is defined in Schedule 5 of the JSE Listings Requirements as being based on quantitative issues. Therefore, the Transaction would be considered fair if the fair value of Newco (the sole assets of which will comprise 10 hotel assets (the “Tsogo portfolio”), which have been valued by an independent property valuer) is equal to or greater than the fair value of Hospitality shares to be issued to SSH (“the consideration”).

ASSUMPTIONS

We arrived at our opinion based on the following assumptions:• Current economic, regulatory and market conditions will not change materially. This included an analysis of publically

available information relating to the forecast market outlook;• That reliance can be placed on the audited annual financial statements of Hospitality for the years ended 30 June 2014

and 30 June 2015 during the course of this assignment; • That reliance can be placed on the forecast information of Hospitality for the years ending 30 June 2016 to 30 June 2020,

as prepared by the management of Hospitality;• That reliance can be placed on the independent property valuation reports in respect of the fair market value of Hospitality’s

hotel assets, as prepared by Gensec Property Services Limited (“JHI”); and• That reliance can be placed on the independent property valuation report in respect of the fair market value of the Tsogo

portfolio, as prepared by JHI.

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Where relevant, representations made by management and/or directors were corroborated to source documents prepared by third parties, independent analytical procedures performed by us and by examining and analysing external factors that influence the business. This included an analysis of the forecast financial information against that of the audited annual financial statements for reasonability.

SOURCES OF INFORMATION

In the course of our analysis, we relied upon financial and other information, including financial information obtained from management together with industry related and other information available in the public domain. Our conclusion is dependent on such information being accurate in all material respects.

The principal sources of information used in formulating our opinion regarding the Transaction include:• Audited financial statements of Hospitality for the years ended 30 June 2014 and 30 June 2015;• The forecast information of Hospitality for the years ending 30 June 2016 to 30 June 2020, as prepared by the management

of Hospitality;• The independent property valuation reports in respect of the fair market value of Hospitality’s hotel assets;• The independent property valuation report in respect of the fair market value of the Tsogo portfolio. These valuations take

into account the prevailing economic conditions in the real estate investment trusts industry. The report complies with the requirements of the JSE Listings Requirements;

• A review of the qualifications of the independent valuer, JHI, which has performed valuations of Hospitality’s hotel assets and the Tsogo portfolio. We confirm that we are satisfied with the basis of the technical valuation as well as the market value approach and have relied on these valuations for the purpose of performing the valuation of the Tsogo portfolio;

• Information and assumptions made available by and from discussions held with executive directors of Hospitality and representatives of SSH in terms of the rationale for the Transaction;

• The circular to Hospitality shareholders relating to the Transaction (the “Circular”); and• Publicly available information relating to Hospitality and other competitors in the real estate investment trusts industry

that we deemed to be relevant, including company announcements.

We obtained the information through: • Conducting interviews with management, directors and senior staff members;• Obtaining corroborating evidence from third parties; and• Extracting information from the internet and the press.

We satisfied ourselves as to the appropriateness and reasonableness of the information with reference to: • Audited financial statements of Hospitality for the years ended 30 June 2014 and 30 June 2015; • The forecast information of Hospitality for the years ending 30 June 2016 to 30 June 2020, as prepared by the management

of Hospitality;• Conducting analytical reviews on the financial statements and forecast financial information; • The independent property valuation reports in respect of the fair market value of Hospitality’s hotel assets;• The independent property valuation report in respect of the fair market value of the Tsogo portfolio;• Understanding the industry in which Hospitality operates; and• Assessing whether replies from management on certain issues were corroborated by third parties and documentary

evidence.

LIMITING CONDITIONS AND RELATED PARTY RELATIONSHIPS

We have relied upon the accuracy of information provided to us or otherwise reviewed by us, for the purposes of this opinion, whether in writing or obtained through discussion with the management of Hospitality. We express no opinion on this information.

There were no limiting conditions, or any restrictions of scope imposed by the client whilst this opinion was being prepared.

Our opinion is based on current economic, regulatory, market as well as other conditions. Subsequent developments may affect this opinion, which we are under no obligation to update, review or re-affirm.

This letter and opinion is provided solely for the benefit of the shareholders of Hospitality in connection with and for the purposes of their consideration of the Transaction.

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There is no relationship between Mazars Corporate Finance (Pty) Ltd (“MCF”) and any other parties involved in this Transaction. MCF has no shares in Hospitality or any other party involved in the Transaction. MCF’s fees in respect of this opinion is not payable in Hospitality shares and is not contingent or related to the outcome of the Transaction.

Each shareholder’s individual decision may be influenced by such shareholder’s particular circumstances and accordingly each shareholder should consult an independent advisor if in any doubt as to the merits or otherwise of the Transaction.

PROCEDURES

In order to assess the fairness of the terms and conditions relating to the Transaction, we have performed, amongst others, the following procedures:• Reviewed the independent valuation report in respect of the fair market value of the Tsogo portfolio;• Reviewed the terms and conditions of the Transaction;• Considered information made available by and from discussions held with the executive directors and management of

Hospitality, as well as representatives of SSH;• Considered the rationale for the Transaction, from the perspective of both Hospitality and SSH; • Reviewed the audited annual financial statements of Hospitality for the years ended 30 June 2014 and 30 June 2015; • Reviewed the forecast information of Hospitality for the years ending 30 June 2016 to 30 June 2020, as prepared by the

management of Hospitality;• Reviewed the independent valuation reports in respect of the fair market value of Hospitality’s hotel assets;• Reviewed the Circular; • Reviewed general economic, market and related conditions in which Hospitality operates; • Reviewed the methodologies available for performing valuations of businesses operating in the real estate investment

trusts industry;• Performed an indicative valuation of Hospitality using the discounted cash flow (“DCF methodology”) considering the

fair values of other assets and liabilities as at 30 June 2015;• Compared the fair value of Newco to the purchase consideration of 145 000 000 Hospitality shares (post the restructure

of Hospitality’s share capital to comprise a single class of share only);• Reviewed general economic, market and related conditions in which Hospitality operates; and• Conducted appropriate sensitivity analyses given a reasonable range of key assumptions on the valuation above.

We believe the above procedures commercially justify the conclusion outlined below.

CONFIRMATION OF PERFORMANCE OF VALUATION AND VALUATION METHODOLOGY

We confirm that we have performed a valuation of Hospitality utilising the DCF methodology as a primary basis.

The valuation was performed taking cognisance of Hospitality’s current and planned operations as well as other market factors affecting these operations. Using the values derived from the above valuation, a comparison was made to the consideration paid (by way of the issue of Hospitality shares).

Based on discussion with management, along with research into the sector, the following key value drivers were assessed for the DCF valuation:

Internal:• Revenue growth rates; • Profit margins to be achieved through the forecast period; • The discount rate applicable to Hospitality;• Forecast working capital assumptions; • Forecast free cash flows; and• Forecast capital expenditure requirements.

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External:• Stability of the economy and other macroeconomic factors. This included an analysis of publically available information

in respect of macroeconomic outlook; • Performed sensitivity analyses on the long term and inflation rate assumed at 5% and assessed the impact thereof on the

valuation; and• Interest rates with Hospitality’s historical lending rate being 9.45%.

The following analyses were performed on the key value drivers:• An analysis and review of the forecast revenue growth rates. This included sensitivity analyses performed on the forecast

revenue by increasing and decreasing revenue by 10% and the impact thereof on the valuation; and• An analysis and review of the forecast profit margins. This included a sensitivity analysis performed on the forecast

earnings before interest, taxation, depreciation and amortisation (“EBITDA”) margins by increasing and decreasing the EBITDA margins by 1% and 2% respectively and assessed the impact thereof on the valuation.

The indicative consideration paid to SSH for the entire share capital of Newco ranges between R1  316  000  000 and R1 632 000 000. The fair value of the shares in Newco to be received by Hospitality amounts to R1 779 873 000 exceeding this range, and the Transaction is therefore considered to be fair to the shareholders of Hospitality.

Our procedures and enquiries did not constitute an audit in terms of International Standards on Auditing. Accordingly, we cannot express any opinion on the financial data or other information used in arriving at our opinion.

OPINION

Our opinion is based upon the market, regulatory and trading conditions as they currently exist and can only be evaluated at the date of this letter. It should be understood that subsequent developments may affect our opinion, which we are under no obligation to update, revise or re-affirm.

We have considered the terms and conditions of the Transaction, and subject to the aforegoing, we are of the opinion that the Transaction is fair to the shareholders of Hospitality in terms of the JSE Listings Requirements.

CONSENT

We hereby consent to the inclusion of this letter and references thereto, in the form and context in which they appear in any required regulatory announcement or document.

Yours faithfully

Anoop Ninan Director

Mazars Corporate Finance (Pty) Ltd5 St Davids PlaceParktown, 2193 4 March 2016”

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Annexure 2

FAIR AND REASONABLE OPINION ISSUED IN TERMS OF THE COMPANIES ACT

“ 4 March 2016The Directors Hospitality Property Fund LimitedThe Zone, Phase 22nd Floor, Loft Offices East WingCorner Oxford Road and Tyrwhitt Avenue Rosebank2196

Dear Sirs,

INDEPENDENT FAIR AND REASONABLE OPINION IN RESPECT OF THE WAIVER BY HOSPITALITY PROPERTY FUND LIMITED (“HOSPITALITY”) SHAREHOLDERS OF THE MANDATORY OFFER TRIGGERED BY THE ACQUISITION BY HOSPITALITY OF THE ENTIRE ISSUED SHARE CAPITAL OF FEZISOURCE PROPRIETARY LIMITED (“NEWCO”) FROM SOUTHERN SUN HOTELS PROPRIETARY LIMITED (“SSH”), IN EXCHANGE FOR HOSPITALITY SHARES (“THE TRANSACTION”)

INTRODUCTION

We have been appointed by the Board of Directors (“Board”) to advise the shareholders of Hospitality whether, in our opinion, the waiver in terms of Regulation 86(4) of the Companies Act Regulations, 2011 by the majority of the independent shareholders of Hospitality of their entitlement to receive a mandatory offer from SSH and Tsogo Sun Holdings Limited (“TSH”) (the “mandatory offerors”) in terms of section 123 of the Companies Act 71 of 2008 (the “Act”) (the “waiver of mandatory offer”), is fair and reasonable.

After the implementation of the Transaction, SSH will increase its interest in Hospitality from 27.3% to 50.6% of Hospitality’s total issued share capital. The Transaction is therefore categorised as an affected Transaction as defined in the Act, triggering a mandatory offer by the mandatory offerors to the other shareholders of Hospitality (the “mandatory offer”).

EXPLANATION OF THE TERM ‘FAIR’ AND ‘REASONABLE’

Fair

The term ‘fair’ is defined in Schedule 5 of the Listings Requirements as being based on quantitative issues. Therefore, the waiver of mandatory offer would be considered fair if the fair value per Hospitality share post Transaction (given that the mandatory offer is waived by shareholders) is equal to or greater than the fair value per Hospitality share prior to the Transaction.

Reasonable

The term ‘reasonable’ is generally based on qualitative considerations surrounding the waiver of mandatory offer. Hence, the waiver of the mandatory offer may be considered reasonable, even if fair value per Hospitality share post Transaction (given that the mandatory offer is waived by shareholder) is less than the fair value per Hospitality share prior to the Transaction.

SOURCES OF INFORMATION

In the course of our analysis, we relied upon financial and other information, including financial information obtained from management together with industry related and other information available in the public domain. Our conclusion is dependent on such information being accurate in all material respects.

The principle sources of information used in formulating our opinion regarding the waiver of mandatory offer include:• Audited financial statements of Hospitality for the years ended 30 June 2014 and 30 June 2015;• The forecast information of Hospitality for the years ending 30 June 2016 to 30 June 2020, as prepared by the management

of Hospitality;• The independent property valuation reports in respect of the fair market value of Hospitality’s hotel assets;• The independent property valuation report in respect of the fair market value of the Tsogo portfolio. These valuations take

into account the prevailing economic conditions in the real estate investment trusts industry;

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• A review of the qualifications of the independent valuator, Gensec Property Services Limited (“JHI”), which has performed valuations of Hospitality’s hotel assets and the Tsogo portfolio. We confirm that we are satisfied with the basis of the technical valuation as well as the market value approach and have relied on these valuations for the purpose of performing the valuation of the Tsogo portfolio;

• Information and assumptions made available by and from discussions held with both the executive directors of Hospitality and representatives of TSH in terms of the rationale for the Transaction;

• The circular to Hospitality shareholders relating, inter alia, to the waiver of mandatory offer (the “Circular”); and• Publicly available information relating to Hospitality and other competitors that we deemed to be relevant, including

company announcements.

We obtained the information through: • Conducting interviews with management, directors and senior staff members;• Obtaining corroborating evidence from third parties; and• Extracting information from the internet and the press.

PROCEDURES

In arriving at our opinion, we have undertaken the following principle procedures in evaluating the fairness of the waiver of mandatory offer:• Reviewed the independent valuation report in respect to the fair market value of the Tsogo portfolio;• Reviewed the terms and conditions of the Transaction;• Considered information made available by and from discussions held with the independent executive directors and

management of Hospitality;• Reviewed the audited annual financial statements of Hospitality for the years ended 30 June 2014 and 30 June 2015; • Reviewed the forecast information of Hospitality post acquisition for the years ending 30 June 2016 to 30 June 2020, as

prepared by the management of Hospitality;• Reviewed the independent valuation reports in respect of the fair market value of Hospitality’s hotel assets;• Reviewed the Circular; • Reviewed general economic, market and related conditions in which Hospitality operates; • Reviewed the methodologies available for performing valuations of businesses operating in the real estate investment

trusts industry;• Performed an indicative valuation of Hospitality shares using the discounted cash flow (“DCF”) methodology considering

the acquired assets as at 30 June 2015;• Compared the fair value per Hospitality share (if the mandatory offer is waived) to the current fair value per Hospitality

share;• Reviewed general economic, market and related conditions in which Hospitality operates; and• Conducted appropriate sensitivity analyses given a reasonable range of key assumptions on the valuation above.In arriving at our opinion, we have considered, in addition to the procedures performed above, the following key qualitative considerations in assessing the reasonableness of the waiver of mandatory offer:• Considered the rationale for the Transaction, from the perspective of both Hospitality and the Tsogo group; • Considered the prospects of Hospitality and whether the Transaction will be beneficial to both Hospitality and its

shareholders;• The financial position of Hospitality; and • The general state of the economy and the impact this will have on current and future industry and company specific

performance.

We believe the above procedures commercially justify the conclusion outlined below.

VALUATION

We have performed valuations to derive the fair value per Hospitality share prior to the Transaction and the fair value per Hospitality share post Transaction. The fair value per Hospitality share has been calculated based on the assumption that Hospitality’s current shareholders vote in favour of the restructure of Hospitality’s share capital, in terms of which Hospitality’s existing dual-class share capital structure will be converted to a single-class share capital structure, such that Hospitality has only ordinary shares in issue. The DCF methodology was utilised to derive the fair value per Hospitality ordinary share.

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Key material assumptions to the DCF models included Hospitality’s forecast cashflows for the years ending 30 June 2016 to 30 June 2020 for both Hospitality’s current operations and Hospitality’s anticipated operations post Transaction. We have considered the post Transaction synergies which would arise as well as the additional properties.

Additionally, sensitivity analyses were performed considering key assumptions in arriving at the valuation range set out below.

The outcome of the valuation of Hospitality shares prior to the Transaction resulted in an indicative valuation range of between 907 cents and 1 126 cents per share, with a core value of 1 010 cents dissecting this range.

The outcome of the valuation per Hospitality share given that the waiver of the mandatory offer is accepted by shareholders resulted in an indicative valuation range of between 1 012 cents and 1 205 cents, with a core value of 1 102 cents dissecting this range.

The waiver of the mandatory offer would accordingly be considered fair to Hospitality shareholders due to the fact that the fair value per Hospitality share post Transaction is greater than the fair value per Hospitality share prior to the Transaction.

LIMITING CONDITIONS AND RELATED PARTY RELATIONSHIPS

We have relied upon the accuracy of information provided to us or otherwise reviewed by us, for the purposes of this opinion, whether in writing or obtained through discussion with the management of Hospitality. We express no opinion on this information.

There were no limiting conditions, or any restrictions of scope imposed by the client whilst this opinion was being prepared.

Our opinion is based on current economic, regulatory, market as well as other conditions. Subsequent developments may affect this opinion, which we are under no obligation to update, review or re-affirm.

This letter and opinion is provided solely for the benefit of the shareholders of Hospitality in connection with and for the purposes of their consideration of the waiver of mandatory offer.

There is no relationship between Mazars Corporate Finance (Pty) Ltd (“MCF”) and any other parties involved in this Transaction. MCF has no shares in Hospitality or any other party involved in the Transaction. MCF’s fees in respect of this opinion is R150 000 plus VAT and is not payable in Hospitality shares and is not contingent or related to the outcome of the Transaction and/or the waiver of mandatory offer.

Each shareholder’s individual decision may be influenced by such shareholder’s particular circumstances and accordingly each shareholder should consult an independent advisor if in any doubt as to the merits or otherwise of the Transaction and/or waiver of mandatory offer.

OPINION

The waiver of mandatory offer is fair to Hospitality shareholders due to the fact that the fair value per Hospitality share post Transaction is greater than the fair value per Hospitality share prior to the Transaction.

The waiver of mandatory offer is reasonable based on the stated intention and strategy for Hospitality post the Transaction, as provided by representatives of the Tsogo group, being to house its hospitality and other property interests and to grow the size and value of the combined portfolio through acquisition and development activities. The Tsogo group does not intend to fundamentally alter the nature of Hospitality, but seeks to improve on empowerment credentials, financial stability and the Transaction pipeline of the Fund.

Based upon and subject to the aforegoing, we are of the opinion that the waiver of mandatory offer is fair and reasonable to the shareholders.

CONSENT

We hereby consent to the inclusion of this letter and references thereto, in the form and context in which they appear in any required regulatory announcement or document.

Yours faithfully

Anoop Ninan Director

Mazars Corporate Finance (Pty) Ltd5 St Davids PlaceParktown, 2193 4 March 2016 ”

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Annexure 3

FORECAST STATEMENTS OF COMPREHENSIVE INCOME OF NEWCO

Set out below are the forecast statements of comprehensive income for Newco (“forecasts”) for the year ending 30 June 2016 and the year ending 30 June 2017 (“forecast periods”) and on the basis that the forecasts include forecast results for the duration of the forecast periods.

The forecasts, including the assumptions on which they are based and the financial information from which they are prepared, are the responsibility of the directors. The forecasts must be read in conjunction with the independent reporting accountants’ assurance report which is presented in Annexure 4.

The forecasts have been prepared in compliance with IFRS and in accordance with Hospitality’s accounting policies.

R’000

Forecast for the

year ending 30 June 2016

Forecast for the

year ending 30 June 2017

Revenue 171 820 197 925

Rental income – contractual 171 820 197 925 – straight-line – –

Expenditure – –

Operating Expenditure – –

Operating profit 171 820 197 925 Net finance cost (5 178) (6 832)

Finance income – –Finance cost (5 178) (6 832)

Profit before debenture interest, goodwill impairment and taxation 166 642 191 093Debenture interest – –

Loss before fair value adjustments, goodwill impairment and taxation 166 642 191 093Profit on disposal of investment properties – –Fair value adjustments 96 391 239 503

Investment properties before straight-lining adjustments 96 391 239 503Straight-line rental income accrual – –

Total fair value of investment properties 96 391 239 503 Goodwill impairment – –Interest rate swap – –

Profit before taxation 263 032 430 595Equity accounted profit from associate after tax – –Debenture discount amortisation – –Taxation – –

Total profit and comprehensive income for the year 263 032 430 595

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R’000

Forecast for the

year ending 30 June 2016

Forecast for the

year ending 30 June 2017

Earnings and distribution per linked unitProfit for the year attributable to shareholders 263 032 430 595Total fair value of investment properties (96 391) (239 503)

Headline earnings 166 64 1 191 09 2

Straight-line rental income accrual – –

Distributable earnings 166 64 1 191 09 2

Number of shares attributable to the Tsogo portfolio 145 000 000 145 000 000Weighted number of shares in issue 145 000 000 145 000 000

Distribution per share (cents) 114.93 131.79Earnings and diluted earnings per share (cents) 181.40 296.96Headline earnings and diluted headline earnings per share (cents) 114.93 131.79

Notes and assumptions:

The forecast incorporate the following material assumptions in respect of revenue and expenses that can be influenced by the directors1. The forecasts for the year ending 30 June 2016 and 30 June 2017 are based on information derived from the management accounts

of Tsogo and Hospitality. 2. The forecasts for the year ending 30 June 2016 include actuals to 30 September 2015.3. Rental income is derived from the forecasts provided to Hospitality by the management of Tsogo. The hotel earnings before interest,

depreciation, tax, amortisation and rent were provided to the management of Hospitality. Hospitality then determined the rental income based on the Tsogo lease agreement.

4. Finance costs were calculated based on the weighted average cost of debt for Hospitality as at 30 June 2015, published in the 30  June  2015 integrated annual report. The finance costs were calculated based on the total capital expenditure as forecast ed by Tsogo management. It is assumed that Hospitality will raise debt in order to finance the capital expenditure.

5. The fair value adjustment on investment properties was derived from the rental income applying the weighted average cap rate of 10.9% to the year-on-year rental income increase.

6. No straight-lining of leases has been assumed.7. All existing lease agreements are valid.8. The forecasts include no uncontracted revenue.9. The forecasts incorporate the following material assumptions in respect of revenue and expenses that cannot be influenced by the

directors:• There will be no unforeseen economic factors that will affect the lessee’s ability to meet their commitments in terms of existing

lease agreements.• There are no items of expenditure forecasted to increase by greater than 15% from historical rates.• The properties known as Garden Court South Beach and Garden Court O.R. Tambo are the only material properties, being a

property constituting 15% or more of the value or revenue of the Tsogo portfolio.10. The forecast prepared does not include costs related to the transaction.

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Annexure 4

INDEPENDENT REPORTING ACCOUNTANTS’ LIMITED ASSURANCE REPORT ON THE FORECAST STATEMENTS OF COMPREHENSIVE INCOME OF NEWCO

“The DirectorsHospitality Property Fund LimitedThe Zone IILofts Offices East Wing2nd floor, Cnr Oxford road & Tyrwhitt Avenue RosebankJohannesburg2196

4 March 2016

Dear Sirs

Independent reporting accountants’ assurance report on the forecast statement of comprehensive income information relating to Newco

We have examined the forecast statement of comprehensive income and the related assumptions of Newco for the two years ending 30 June 2017 (collectively, “the forecast information”), amounting to an attributable net profit before tax of R263  million and R430 million respectively as set out in the Circular.

This report and the conclusion contained herein is provided solely for the benefit of the board of directors and shareholders of Hospitality.

Directors’ responsibility

The directors of Hospitality and Tsogo are responsible for the forecast information, including the assumptions, on which it is based, and for the financial information from which it has been prepared. This responsibility, arising from compliance with the Listings Requirements, includes:• determining whether the assumptions, barring unforeseen circumstances, provide a reasonable basis for the preparation

of the forecast information;• whether the forecast information has been properly compiled on the basis stated; and• whether the forecast information is presented on a basis consistent with the accounting policies of Hospitality.

Reporting accountants’ responsibility

Our responsibility is to provide a limited assurance report on the forecast information prepared for the purpose of complying with the Listings Requirements and for inclusion in the Circular. We conducted our assurance engagement in accordance with the International Standard on Assurance Engagements applicable to the Examination of Prospective Financial Information and the SAICA circular entitled the Independent reporting Accountants responsibilities in terms of Section 13 of the Listing Requirements.

This standard requires us to obtain sufficient appropriate evidence as to whether:• management’s best-estimate assumptions on which the forecasts are based are not unreasonable and are consistent with

the purpose of the information;• the forecast information is properly prepared on the basis of the assumptions;• the forecast information is properly presented and all material assumptions are adequately disclosed; and• the forecast information is prepared and presented on a basis consistent with the accounting policies of Hospitality.

In a limited assurance engagement, the evidence gathering procedures are more limited than for a reasonable assurance engagement and therefore, less assurance is obtained than in a reasonable assurance engagement. We believe our evidence obtained is sufficient and appropriate to provide a basis for our limited assurance conclusion.

33

Information and sources of information

In arriving at our conclusion, we have relied upon forecast financial information prepared by the management of Hospitality and Tsogo and other information from various public, financial and industry sources.

The principal sources of information used in arriving at our conclusion are as follows:• the management accounts of the underlying properties for the last two years; • management prepared forecasts for the two years ending 30 June 2017;• discussions with management of Hospitality and Tsogo regarding the forecasts presented;• discussions with management of Hospitality and Tsogo regarding the prevailing market and economic conditions; and• lease agreements of the properties held under such leases;

Procedures

In arriving at our conclusion we have performed the following procedures:

Rental income

Rental income – Fixed and variable • For the forecast variable and fixed rental streams, as contained in the profit forecast model, we compared the forecast

income streams to the individual property historical income statements and enquired of management of Hospitality and Tsogo where large discrepancies were noted. Variable and fixed rental income is based on individual hotel performance and largely comprises 98% of EBITDA less fixed component. The fixed component resets intermittently on a two or three year cycle.

• The total coverage obtained was 100% of the forecast contracted rental income. • The forecast does not assume any uncontracted rental income.• We obtained industry comparatives of occupancy rates and room rates for reasonableness and explanations were obtained

for significant variances.

Expenses

All lease agreements are triple net leases. These lease agreements are those in terms of which the tenants are responsible for all of the operating and other costs relating to the building including insurance and repairs and maintenance. As a result, no recoveries have been forecast.

Operating expenses

The forecast operating expenses were assessed for reasonableness and, where applicable, recalculated.

Material expenditure items

The detailed forecast expenditure was examined to ensure that all material expenditure items, as required by paragraph 13.14(f) of the Listings Requirements, were disclosed. Variances of 15% as required by 13.14(g) or more between historical and forecast expenditure for each material items were obtained.

Application of accounting policies

We ascertained that the accounting policies, to be applied by Hospitality in the future were applied consistently in arriving at forecast income. Variances and principles were primarily discussed with the directors of Hospitality.

Model review

In order to ensure that the forecast model for the property income and expenses was accurate and reliable we performed a high level review to determine the consistency and mathematical accuracy of the model.

Lease expiry profile

The properties will be leased to a single tenant for a certain lease period. We agreed the dates of expiry of the individual leases reflected in the individual property model to the valuation reports and found them to be in agreement.

34

Accuracy of the information

We have relied upon and assumed the accuracy and completeness of the information provided to us in writing, or obtained through discussions with the management of Hospitality and Tsogo. While our work has involved an analysis of the historical financial information and other information provided to us, our engagement does not constitute, nor does it include, an audit conducted in accordance with International Auditing Standards. Accordingly, we assume no responsibility and make no representations with respect to the accuracy or completeness of any information provided to us.

Conclusion

Based on our examination of the evidence obtained, nothing has come to our attention which causes us to believe that: • the assumptions, barring unforeseen circumstances, do not provide a reasonable basis for the preparation of the forecast

information;• the forecast information has not been properly compiled on the basis stated;• the profit forecast has not been properly presented and all material assumptions are not adequately disclosed; and• the forecast information is not presented on a basis consistent with the accounting policies of Hospitality.

Actual results are likely to be different from the forecast since anticipated events frequently do not occur as expected and the variation may be material. Accordingly no assurance is expressed regarding the achievability of the forecast.

Yours faithfully

KPMG Inc.Per Mickey BoveChartered Accountants (SA)Director”

35

Annexure 5

PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION OF HOSPITALITY

Set out below is the pro forma consolidated statement of financial position of Hospitality reflecting the effects of the transaction. The pro forma consolidated statement of financial position is the responsibility of the directors of Hospitality and has been provided for illustrative purposes only to provide information about how the transaction may have affected the financial position of Hospitality, assuming the transaction (including the capital restructure) was implemented on 30  June  2015, and because of their nature, may not fairly represent the financial position of the Hospitality shareholders after the capital restructure and the transaction.

The independent reporting accountants’ assurance report on the pro forma consolidated statement of financial position is set out in Annexure 6 of this circular. The independent reporting accountants’ review report on the value and existence of the assets and liabilities acquired by the company is set out in Annexure 7 of this circular.

Subsequent to the last practicable date, Hospitality released its unaudited consolidated interim results for the six months ended 31 December 2015. The pro forma consolidated statement of financial position of Hospitality, assuming the transaction had been implemented on 31 December 2015, will be released on SENS on or before 31 March 2016.

R’000

Before transaction

30 June 2015 Adjustments

Post conversion of capital structure

Acquisition of Newco

After transaction

note 1 note 2 note 3

ASSETSNon-current assets 4 819 827 – 4 819 827 1 779 874 6 599 701

Investment properties 4 806 775 – 4 806 775 1 779 874 6 586 649Straight-line rent income accrual 225 – 225 – 225Investment properties and related accrual 4 807 000 – 4 807 000 1 779 874 6 586 874Furniture, fittings and equipment 573 – 573 – 573Goodwill 12 000 – 12 000 – 12 000Investment in associates 254 – 254 – 254

Current assets 626 033 – 626 033 (16 900) 609 133

Non-current assets held for sale 329 228 – 329 228 – 329 228Properties held for trading 21 620 – 21 620 – 21 620Trade and other receivables 71 035 – 71 035 – 71 035Cash and cash equivalents 204 150 – 204 150 (16 900) 187 250

TOTAL ASSETS 5 445 860 – 5 445 860 1 762 974 7 208 834

36

R’000

Before transaction

30 June 2015 Adjustments

Post conversion of capital structure

Acquisition of Newco

After transaction

note 1 note 2 note 3

Equity 970 747 2 415 842 3 386 589 1 762 974 5 149 563

Share capital and share premium 515 931 2 415 842 2 931 773 1 762 974 4 694 747Accumulated loss/profit (2 332) – (2 332) – (2 332)Fair value reserve 457 148 – 457 148 – 457 148

Non-current liabilities 4 045 809 (2 415 842) 1 629 967 – 1 629 967

Debentures 2 415 842 (2 415 842) – – –Interest-bearing liabilities 1 627 874 – 1 627 874 – 1 627 874Derivative liability 2 093 – 2 093 – 2 093

Current liabilities 429 304 – 429 304 – 429 304

Trade and other payables 85 352 – 85 352 – 85 352Short-term portion of interest-bearing liabilities 230 000 – 230 000 – 230 000Taxation 100 – 100 – 100Debenture interest / profit distribution payable 113 852 – 113 852 – 261 712

TOTAL EQUITIES AND LIABILITIES 5 445 860 – 5 445 860 1 762 974 7 208 834

Shares in issue 288 571 006   185 509 932 145 000 000 330 509 932 Net asset value shareA share 11.74B share 11.74Ordinary shares     18.26 12.16 15.58

Notes and assumptions:

1. Extracted without adjustment from the Hospitality annual financial statements for the year ended 30 June 2015.2. The dual-class share capital structure consisting of A and B shares was converted into a single-class share capital structure. The applied

ratio of shares being issued is 1 ordinary share of every 1 A share held and 1 ordinary share of every 3.5 B shares held;3. The valuation of the investment properties was obtained from the independent property valuer for the Tsogo portfolio with the

equivalent shares issued to finance the transaction. The distribution payable is the profit as a result of the actual results relating to the Tsogo portfolio as presented by Tsogo. The purchase consideration in respect of Newco was settled through the issue of 145 000 000 Hospitality ordinary shares.

4. The estimated transaction costs of R16 900 000, directly attributable to the transaction, has been capitalised to share capital and share premium in accordance with IAS 32: Financial Instruments: Presentation.

37

Annexure 6

INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION OF HOSPITALITY

“The DirectorsHospitality Property Fund LimitedThe Zone IILofts Offices East Wing2nd floor, Cnr Oxford road & Tyrwhitt Avenue RosebankJohannesburg2196

4 March 2016

Report on the Compilation of Pro Forma Financial Information

We have completed our assurance engagement to report (“Report”) on the compilation of pro forma net asset value per share of Hospitality Property Fund Limited (“Hospitality or the Company”), pro forma statement of financial position of Hospitality and the related notes, including a reconciliation showing all of the pro forma adjustments to the share capital, reserves and other equity items relating to Hospitality, (collectively “Pro forma Financial Information”). The Pro forma Financial Information is set out in the Salient Features, paragraph 8 and Annexure 5 of the Circular to be issued by the Company on or about 8 March 2016.

The Pro forma Financial Information has been compiled by the directors of Hospitality to illustrate the impact of the acquisition by Hospitality of the entire issued share capital of Newco which will own the hotel properties comprising the Tsogo portfolio, in exchange for consideration shares, resulting in an affected transaction as defined in the Companies Act, triggering a mandatory offer to all other shareholders; and a waiver of the mandatory offer by shareholders (“Transaction”) as detailed in the Circular to Hospitality Shareholders on the Company’s financial position and changes in equity as at 30 June 2015.

As part of this process, the Company’s statement of financial position has been extracted by the directors from the Company’s published financial statements for the period ended 30 June 2015 (“Published Financial Information”), on which an audit report has been published. In addition, the directors have calculated the net asset value per share as at 30 June 2015 based on financial information extracted from the Published Financial Information.

Directors’ Responsibility for the Pro forma Financial Information

The directors of Hospitality are responsible for compiling the Pro forma Financial Information on the basis of the applicable criteria as detailed in paragraphs 8.15 to 8.33 of the Listings Requirements of the JSE Limited and the SAICA Guide on Pro forma Financial Information, revised and issued in September 2014 (“Applicable Criteria”).

Reporting Accountants’ responsibility

Our responsibility is to express an opinion about whether the Pro forma Financial Information has been compiled, in all material respects, by the directors on the basis of the Applicable Criteria, based on our procedures performed.

We conducted our engagement in accordance with International Standard on Assurance Engagements (ISAE) 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus, issued by the International Auditing and Assurance Standards Board. This standard requires that the reporting accountants’ comply with ethical requirements and plan and perform procedures to obtain reasonable assurance about whether the directors have compiled, in all material respects, the Pro forma Financial Information on the basis of 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.

38

The purpose of Pro forma Financial Information included in the Circular is solely to illustrate the impact of the Transaction on the unadjusted Published Financial Information as if the Transaction had been undertaken on 30 June 2015 for purposes of the net asset value per share and statement of financial position. Accordingly, we do not provide any assurance that the actual outcome of the Transaction, subsequent to its implementation, will be as presented in the Pro forma Financial Information.

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

Published Financial Information.

The procedures selected depend on the reporting accountant’s judgment, having regard to the reporting accountant’s understanding of the nature of the Company, the Transaction in respect of which the Pro forma Financial Information has been compiled and other relevant engagement circumstances.

The 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.

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.

Yours faithfully

KPMG Inc.Mickey BoveChartered Accountants (SA)Director”

39

Annexure 7

INDEPENDENT REPORTING ACCOUNTANTS’ REVIEW REPORT ON THE VALUE AND EXISTENCE OF THE ASSETS AND LIABILITIES ACQUIRED

“The DirectorsHospitality Property Fund LimitedThe Zone IILofts Offices East Wing2nd floor, Cnr Oxford road & Tyrwhitt Avenue RosebankJohannesburg2196

4 March 2016

Dear Sirs

Independent reporting accountants’ review report on the value and existence and liabilities of the 10 Tsogo Properties to be acquired by Hospitality Property Fund Limited (“Hospitality”)

Introduction

We have performed our review for purposes of Paragraph 13.16 (e) of the Listings Requirements of the JSE Limited (“JSE Listings Requirements”) with regard to:• the existence of the Properties to be acquired by or on behalf of Hospitality;• the value at which the Properties is reflected in the “Adjustments” column of the pro forma statement of financial position

of Hospitality set out in Annexure 5 of this Circular to be dated on or about 8 March 2016; and• no liabilities other than those disclosed exist.

Responsibilities of the directors

The directors of Hospitality and Tsogo are solely responsible for the compilation, contents and presentation of the pro forma statement of financial position contained in the Circular and for the financial information from which it has been prepared, including the financial information relating to the Properties to be acquired.

Their responsibility is to satisfy themselves that the Properties to be acquired by Hospitality exists, has been valued in accordance with Hospitality’s accounting policies and the recognition and measurement criteria of International Financial Reporting Standards (“IFRS”) and are correctly reflected in the pro forma statement of financial position of Hospitality.

Reporting accountants’ responsibility

Our responsibility is to express a review conclusion regarding the existence and value of the Properties to be acquired by Hospitality, as reflected in the adjustment column of the pro forma statement of financial position of Hospitality.

Scope of review

We conducted our review in accordance with International Standard on Review Engagements 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity, which applies to a review of the existence and value of the Properties to be acquired by Hospitality.

A review of the existence and value of Properties to be acquired by Hospitality consists of making enquiries, primarily of persons responsible for the financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We have also considered the guidance in ISA 620 ‘Using the work of an expert’ in respect of the valuations provided by the independent registered ‘property’ valuer (the “independent valuer”) in accordance with paragraphs 13.20 to 13.31 of the JSE Listings Requirements.

40

Summary of work performed

Existence and valuation of the property portfolio

Our procedures included making such inquires and obtaining such representations from the directors as we considered necessary, and in addition we:• examined the title search included in the independent valuation report for the Properties;• compared the values at which the Properties are being acquired as reflected in the pro forma statement of financial position

to the valuation included in Annexure 5 of the Circular;• considered the valuation provided by the independent valuer in accordance with the guidance in ISA 620: Using the work

of an expert and obtained evidence of the following:– the professional competence of the independent valuer, in particular, membership of an appropriate professional body

and experience and reputation in the field; – the independence of the independent valuer, including confirmation from the valuer that there were no actual or

apparent conflicts of interest that might impair, or be perceived to impair, his or her objectivity;– that the scope of the independent valuer’s work was adequate for the purposes of determining the property values

included in the pro forma statement of financial position; and– the appropriateness of the independent valuer’s work as audit evidence regarding the values at which the properties are

reflected in the pro forma statement of financial position.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that:• Properties does not exist; • the value at which the acquisition of the Properties is reflected in the pro forma statement of financial position is not,

in all material respects, in accordance with the accounting policies adopted by Hospitality and the recognition and measurement criteria of IFRS; and

• no liabilities other than those disclosed exist.

Yours faithfully

KPMG Inc.Mickey BoveChartered Accountant (SA) Director”

41

Ann

exur

e 8

DE

TAIL

S O

F T

HE

TSO

GO

PO

RT

FOLI

O

The

tabl

e be

low

sets

out

the

deta

ils o

f the

pro

pert

y na

me,

the

prop

erty

title

, the

ow

ners

hip,

the

addr

ess,

the

leas

e ty

pe, t

he g

radi

ng, t

he n

umbe

r of r

oom

s and

the

valu

atio

n in

resp

ect

of th

e Ts

ogo

prop

erty

por

tfolio

.

No

Prop

erty

nam

ePr

oper

ty ti

tle

Ow

ners

hip

Add

ress

Lea

se t

ype

Gra

ding

No

of r

oom

sVa

luat

ion

(R’0

00)

1.G

arde

n C

ourt

Kim

berle

yFr

eeho

ldD

irect

120

Du

Toits

pan

Roa

d, K

imbe

rley

F &

VM

idsc

ale

135

129 

050

2.G

arde

n C

ourt

Milp

ark

Free

hold

Dire

ctC

nr. O

wl &

Em

pire

Roa

ds, A

uckl

and

Park

, Jo

hann

esbu

rg, G

aute

ngF

& V

Mid

scal

e25

224

0 03

13.

Gar

den

Cou

rt O

.R. T

ambo

Free

hold

Dire

ct2

Hul

ley

Roa

d, Is

ando

Ext

. 3, K

empt

on P

ark,

Jo

hann

esbu

rg, G

aute

ngF

& V

Mid

scal

e25

328

7 40

54.

Gar

den

Cou

rt P

olok

wan

eFr

eeho

ldD

irect

Cnr

. Tha

bo M

beki

& P

aul K

ruge

r Str

eets

, Po

lokw

ane

F &

VM

idsc

ale

180

159 

236

5.G

arde

n C

ourt

Sou

th B

each

Free

hold

Dire

ct73

O.R

. Tam

bo P

arad

e, D

urba

n, K

waZ

ulu

Nat

alF

& V

Mid

scal

e41

445

3 61

26.

Stay

Easy

Cen

tury

City

Hot

elFr

eeho

ldD

irect

Cen

tury

Bou

leva

rd, C

entu

ry C

ity, M

ilner

ton,

W

este

rn C

ape

F &

VM

idsc

ale

175

178 

353

7.St

ayEa

sy R

uste

nbur

gFr

eeho

ldD

irect

Cnr

. R24

& N

4 hi

ghw

ay (o

pp. W

ater

fall

Mal

l),

Rus

tenb

urg

F &

VM

idsc

ale

125

85 1

088.

SunS

quar

e C

ape

Tow

nFr

eeho

ldD

irect

Mill

Str

eet,

Gar

dens

, Wes

tern

Cap

eF

& V

Mid

scal

e13

639

 318

9.So

uthe

rn S

un B

loem

font

ein

Free

hold

Dire

ctC

nr. N

elso

n M

ande

la &

Mel

ville

Driv

e, F

ree

Stat

eF

& V

Mid

scal

e14

789

 855

10.

Sout

hern

Sun

New

land

sFr

eeho

ldD

irect

Mai

n R

oad,

New

land

s, W

este

rn C

ape

F &

VM

idsc

ale

162

117 

906

Tota

l1 

779 

874

Not

es:

1.

The

Tso

go p

rope

rtie

s will

be

acqu

ired

on th

e ef

fect

ive

date

as d

efin

ed in

the

circ

ular

.2.

A

s the

pro

pert

ies a

re b

eing

acq

uire

d by

Hos

pita

lity

thro

ugh

its a

cqui

sitio

n of

100

% o

f the

issu

ed sh

ares

in N

ewco

, no

purc

hase

pric

e pe

r pro

pert

y ha

s bee

n as

crib

ed.

3.

The

mea

sure

of v

acan

cies

is n

ot a

n ap

prop

riate

var

iabl

e fo

r hot

el p

rope

rtie

s. A

ll th

e pr

oper

ties f

orm

ing

part

of t

he fi

xed

leas

e ag

reem

ent p

ortf

olio

are

cur

rent

ly fu

lly le

t. Ba

sed

on v

aria

ble

leas

e ag

reem

ents

, all

the

prop

ertie

s ar

e fu

lly te

nant

ed.

4.

All

the

prop

ertie

s wer

e va

lued

as a

t 30

Sept

embe

r 201

5 by

Bry

an N

yaga

h of

JHI,

who

is a

n in

depe

nden

t ext

erna

l val

uer r

egist

ered

in te

rms o

f the

Pro

pert

y Va

luer

s Pro

fess

ion

Act

, (A

ct 4

7 of

200

0).

42

Annexure 9

INDEPENDENT PROPERTY VALUATION OF THE TSOGO PORTFOLIO

“ 4 March  2016The Directors,Hospitality Property Fund Limited,The Zone II, Lofts Offices East Wing,2nd floor, Cnr Oxford Road & Tyrwhitt Avenue,Rosebank, 2196.Johannesburg.

Dear Sirs

RE: INDEPENDENT PROPERTY VALUERS’ REPORT OF THE PROPERTIES TO BE ACQUIRED BY HOSPITALITY PROPERTY FUND LIMITED AS DETAILED IN THE SUMMARY SCHEDULE ATTACHED AND FOR WHICH THERE ARE DETAILED VALUATION REPORTS HELD BY HOSPITALITY PROPERTY FUND LIMITED.

In accordance with your instructions of the 15th of October 2015, I confirm that I have visited and inspected the 10 properties listed in the attached schedule (“the properties”) during the month of October 2015 and have received all necessary details required to perform valuations in order to provide you with my opinion of the properties’ market values as at 30 September  2015.

1. INTRODUCTION

The valuation of the properties has been carried out by the valuer who has carefully considered all aspects of all the properties. These properties each have a detailed valuation report which has been given to the management of Hospitality Property Fund Limited. The detailed reports include commentary on the current economy, nature of the properties, locality, risk profile, earning capability and exposure to future expenses and property risk. All these aspects have been considered in the individual valuation reports of the properties. The detailed reports have further addressed the revenue capability and expenditure for each property. Historic expenditure profile as well as future expenditure increases have been considered. The value thus indicates the fair market value for each property which is detailed in the detailed report and which has been summarised on a summary schedule, attached hereto, for each property. There are 10 (ten) properties, and the important aspects of the detailed valuation reports including the property market value for all of the properties have been summarised in the attached schedule.

2. BASIS OF VALUATION

The valuation is based on market value.

Market value means the best price, at which the sale of an interest in a property may reasonably be expected to have been completed, unconditionally for a cash consideration on the date of valuation, assuming:

2.1 a willing seller and a willing buyer in a market;

2.2 that, prior to the date of valuation, there had been a reasonable period (having regard to the nature of the property and the state of the market) for the proper marketing of the property, for the agreement of price and terms and for the completion of the sale; and

2.3 that the state of the market, level of values and other circumstances are, on any earlier assumed date of exchange of contracts, the same as on the date of the valuation.

3. VALUE CALCULATION

The calculation of the market value of these properties has been based on the Discounted Cash Flow Method. The discounted cash-flow approach is based on the principle that the value of a property is indicated by its net return, or what is known as the “present worth of future benefits.” The future benefits of income-producing properties, such as hotels, are the net income estimated by a forecast of income and expense along with the anticipated proceeds from a future sale. These benefits can be converted into an indication of market value through a capitalization process and discounted cash flow analysis.

43

The forecast of income and expense is expressed in nominal terms in this case for a period of five years for each property. The projected income and expenses are intended to reflect the anticipated operating results of the property over its remaining economic life. Thus, projected income and expense estimates exclude from consideration any abnormal relationship between supply and demand, as well as any non-recurring conditions that may result in unusual revenues or expenses.

In concluding our market valuations we have taken the following into consideration:

3.1 Whether the hotel has a stabilised trading base/history.

3.2 Whether the property has recently undergone a comprehensive refurbishment to improve product quality which should result in increased performance.

3.3 Proposed or planned capital expenditure in the property to enhance performance of the hotel.

3.4 A change in supply dynamics in the local area; either in the closing and or opening of new hotels in the area.

3.5 A change in demand dynamics in the area; like new companies opening in the area and changes in road networks and transport links.

3.6 Any envisaged changes in the cost structure to improve operational efficiencies; for example need to employ new staff or a change in kitchen equipment leading to operational savings.

3.7 The income stream from each hotel will be derived from either a fixed lease, a variable lease, or a C-Corp lease agreement (C-Corp lease refers to a close corporation lease, usually used for tax strategy purposes whereby related companies lease property to each other i.e. lessor owns lessee company). Our valuation takes into account the contractual income for the initial term and it is assumed in each case that the leases will been renewed.

3.8 Projected revenue to Hospitality Property Fund Limited will be in the form of a fixed rental with agreed escalations; and an additional variable rental based on EBIDTA (Earnings Before Interest, taxation, depreciation and amortisation).

3.9 The current occupancy as a percentage of the hotel portfolio is approximately 67.4%. Occupancy levels used in the valuations are property specific and have been deduced from historic trading data. The occupancy levels are market related. The occupancy provisions used in the valuations are therefore adequate.

3.10 There is no loss of rental due to renovations or refurbishments currently being carried out on the buildings. There is however ongoing renovations in some of the hotels. There is no loss of rental as result of these activities.

3.11 Generally the rentals are market related. The rental rates have been checked against rentals charged against similar properties. There are no properties that are over-rented or that cannot be re-rented at the same rental. The variable portion of the rental is based on the projected Earnings Before Interest, taxation, depreciation and amortisation). We have assumed a general inflation based growth rate for EBIDTA and no major economic fluctuations which may upset the economy.

4. SPARE LAND

There are no properties with large tracts of vacant zoned and serviced spare land.

5. BRIEF DESCRIPTION

These are 10 (ten) hotel properties located in various urban centres in South Africa. Most of the properties are multi-storey. All the properties are located within South Africa.

The properties have been very well constructed; have good architectural merit, aesthetic appeal and sufficient parking facilities. They generally provide 3 and 4 Star quality hotel accommodation offering well known trusted market leaders in the full service through to select service and budget segments, including Southern Sun, Garden Court, Sun Square and Stay Easy Hotels. The subject portfolio offers well established hotel brands.

44

6. VALUATION QUALIFICATIONS

Qualifications are usually detailed as a consequence of leases under negotiation that have not yet been formalised; leases of a large nature where the premises are difficult to re-let; specialised properties; large exposure to a single tenant; potential tenant failure due to over-rent; expenses required for major repairs; maintenance or other exposure to maintain the lettability of the building; contingent expropriations or servitudes that may be enforced; and poor lease recordals whereby the lease may be disputed or rendered invalid.

I have, to the best of my knowledge, considered all of these aspects in the valuation of all the properties. There are no properties that are prejudiced in value by the influence of the above factors.

The valuer is however not responsible for the competent daily management of these properties that will ensure that this status is maintained, or for the change of any laws, services by local authority or economic circumstances that may adversely impact on the integrity of the buildings or the tenant profile.

7. OPTIONS OR BENEFIT / DETRIMENT OF CONTRACTUAL ARRANGEMENTS

To my knowledge there are no contractual arrangements on the properties other than the leases as detailed in the report that have a major benefit or are detrimental to the fundamental value base of the properties.

To the best of my knowledge, there are no options in favour of any parties for any purchase of any of the properties.

8. INTRA-GROUP OR RELATED PARTY LEASES

Having inspected all the tenant schedules and leases it is noted that there are no intra-group or related party leases.

9. CURRENT STATE OF DEVELOPMENT

There are no properties which are currently being developed.

10. EXTERNAL PROPERTY

None of the properties are situated outside the Republic of South Africa.

11. RENTALS USED IN VALUATIONS

Sections of some of the hotels have been leased out. The annual rental incomes from these leased sections have been outlined in the detailed valuation reports. The annual rental income of these leased sections forms part of the EBIDTA (Earnings Before Interest, Depreciation, Taxation and Amortisation).

12. OTHER GENERAL MATTERS AND VALUATION SUMMARY

A full valuation report is available on a property by property basis detailing tenancy, town planning, valuer’s commentary, expenditure and other details. This has been given to the directors of Hospitality Property Fund Limited and will be made available for inspection.

13. ALTERNATIVE USE FOR A PROPERTY

The properties have been valued in accordance with their existing use which represents their market value. No alternative uses for the properties have been considered in determining their value.

14. OTHER COMMENTS

Our valuation excludes any amounts of Value-added Tax, transfer duty, or securities transfer duty.

45

15. CAVEATS

15.1 Source of information and verification

Information on the properties regarding rental income, recoveries, turnovers and other income detail has been provided to me by the current owners and their managing agents.

I have further compared certain expenditures given to me, to the market norms of similar properties. This has also been compared to historic expenditure levels of the properties themselves. Historical contractual expenditures and municipal utility services were compared to the past performance of the properties in order to assess potential expenditure going forward.

15.2 Full disclosure

This valuation has been prepared on the basis that full disclosures of all information and factors that may affect the valuation have been made to me.

I have to the best of my ability researched the market as well as taken the steps detailed in paragraph 15.3 below.

15.3 Leases

Our valuation has reviewed actual tenant leases and other pertinent details of the current tenancies within the hotels. We are of the opinion that the terms and conditions of the current tenancies are within market norms and the transactions were arm’s length in nature. Rental income from the current tenancies is incorporated in the EBIDTA for each property.

15.4 Client Diversification Risk

In arriving at our valuation, cognizance has been taken of the of the location and client base of each hotel and the subsequent associated revenue sustainability risks thereof. In some cases this has influenced the capitalisation rate by way of a risk consideration.

15.5 Mortgage bonds, loans, etc.

The properties have been valued as if wholly-owned with no account being taken of any outstanding monies due in respect of mortgage bonds, loans and other charges. No deductions have been made in our valuation for costs of acquisition.

The valuation is detailed in a completed state and no deductions have been made for retention or any other set-off or deduction for any purposes which may be made at the discretion of the purchaser when purchasing the properties.

15.6 Calculation of areas

All areas quoted within the detailed valuation reports are those stated in the information furnished and verified where plans were available. To the extent that plans were not available, reliance was placed on the information submitted by the hotel manager’s.

Updated plans were not available for all the properties. The properties generally appear to have the stated square meterage which could only be more accurately determined if re-measured by a professional. The reported square meterage is therefore considered as correct as possible without a re-measurement exercise being undertaken.

15.7 Structural condition

The properties have been valued in their existing state. I have not carried out any structural surveys, nor inspected those areas that are unexposed or inaccessible, neither have I arranged for the testing of any electrical or other services.

15.8 Contamination

The valuation assumes that a formal environmental assessment is not required and further that none of the properties are environmentally impaired or contaminated, unless otherwise stated in our report.

46

15.9 Town planning

Full town planning details and title deeds have been supplied in the detailed valuation reports including conditions and restrictions and the properties have been checked against such conditions. This is to ensure that they comply with town planning regulations and title deeds. There do not appear to be any infringements of local authority regulations or deeds by any of the property.

The valuation has further assumed that the improvements have been erected in accordance with the relevant Building and Town Planning Regulations and on inspection it would appear that the improvements are in accordance with the relevant town planning regulations for these properties.

There is no contravention of any statutory regulation or town planning local authority regulation or contravention of title deed relating to any of the properties which infringement could decrease the value of the properties as stated.

16. MARKET VALUE

I am of the opinion that the aggregate market value of the properties as at 30 September 2015 is R1 779 873 600 (excluding VAT). A summary of the individual valuations and details of each of the properties is attached.

To the best of my knowledge I belief there have been no material changes in circumstances between the date of the valuation and the date of the valuation report which would affect the valuation.

I have more than 15 years’ experience in the valuation of all nature of property and I am qualified to express an opinion on the fair market value of the properties.

I trust that I have carried out all instructions to your satisfaction and thank you for the opportunity of undertaking this valuation on your behalf.

Yours faithfully,

for JHI Valuation & Advisory Services

BRYAN NYAGAHRegistered Professional Valuer (Reg No. 6091/4)Registered without restrictions in terms of the Property Valuers Profession Act, No. 47 of 20003A Summit Road, Dunkeld WestHyde Park, 2196Johannesburg”

47

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48

Annexure 10

DETAILS OF THE VENDOR

Details of the vendor of Newco is set out below.

Name of vendor: Southern Sun Hotels

Address of vendor: Palazzo Towers EastMontecasino BoulevardFourways2055

Consideration paid detailing the portion(s) settled by the issue of securities or the payment of cash:

145 000 000 consideration shares at the issue price subject to paragraph 3.1.3 of the circular

Goodwill paid and manner in which it was accounted for: N/A

Price paid by vendor and date of acquisition by vendor if purchased within preceding three years:

PropertyPolokwane

Cost R80 million

Date acquired March 2015

Name of vendor’s shareholder: TSHG&E

Address of vendor’s shareholder: Palazzo Towers EastMontecasino BoulevardFourways2055

49

Hospitality Property Fund Limited(Incorporated in the Republic of South Africa)

(Registration number 2005/014211/06)JSE share codes: HPA ISIN: ZAE000203022

HPB ISIN: ZAE000203030(Approved as a REIT by the JSE)

(“Hospitality” or “the company”)

NOTICE OF GENERAL MEETING OF SHAREHOLDERS

Where appropriate and applicable the terms defined in the circular to which this notice of general meeting of shareholders is attached bear the same meanings in this notice of general meeting of shareholders, and in particular, in the resolutions set out below.

Notice is hereby given that a general meeting of shareholders of Hospitality will be held on Monday, 11 April 2016 at Crowne Plaza JHB – The Rosebank, c orner Tyrwhitt and Sturdee Avenues, Rosebank, 2196 at the later of 10:30 or 5 minutes after the completion, postponement or adjournment of the combined general meeting as defined in and convened as set out in the restructure circular for the purpose of considering and, if deemed fit, passing with or without modification, the resolutions set out below.

In terms of section 62(3)(e) of the Companies Act:• a shareholder who is entitled to attend and vote at the general meeting is entitled to appoint a proxy or two or more proxies

to attend, participate in and vote at the general meeting in the place of the shareholder;• a proxy need not be a shareholder of the company;• shareholders recorded in the registers of the company on the voting record date (including shareholders and their proxies)

are required to provide reasonably satisfactory identification before being entitled to attend or participate in the general meeting. In this regard, all shareholders recorded in the registers of the company on the voting record date will be required to provide identification satisfactory to the chairman of the general meeting. Forms of identification include valid identity documents, drivers’ licenses and passports.

Important dates to note

2016

Record date for receipt of notice of the general meeting of shareholders Friday, 26 February

Last day to trade in order to be eligible to participate in and vote at the general meeting of shareholders Wednesday, 23 March

Record date for participation and voting at the general meeting of shareholders Friday, 1 April

Last day to lodge forms of proxy for the general meeting with the transfer secretaries, by no later than 10:30. (Forms of proxy not lodged with the transfer secretaries in time may be handed to the chairman of the general meeting immediately before the commencement thereof) Thursday, 7 April

General meeting of shareholders at the later of 10:30 or 5 minutes after the completion, postponement or adjournment of the combined general meeting as defined in and convened as set out in the restructure circular Monday, 11 April

Results of general meeting of shareholders announced on SENS Monday, 11 April

Results of general meeting of shareholders released in the press Tuesday, 12 April Notes:

1. All dates and times in this notice are local dates and times in South Africa and are subject to change. Any changes will be announced on SENS and published in the press.

2. Hospitality shareholders are referred to page  2 of the circular for information on the action required to be taken by them.

50

ORDINARY RESOLUTION 1: THE TRANSACTION

“Resolved that, in terms of section 9.20 and section 10.4(e) of the Listings Requirements and subject to the conditions precedent to the transaction as set out in paragraph 3.1.5 of the circular being fulfilled or waived (save for any condition precedent therein relating to the passing of this ordinary resolution 1 or ordinary resolution 2), Hospitality is authorised to implement the transaction agreement, pursuant to which Hospitality will, once the capital restructure is implemented, acquire 100% of the ordinary shares of no par value in the entire issued share capital of Newco from the vendor, in consideration for the consideration shares.

In order for ordinary resolution 1 to be adopted, the support of more than 50% of the voting rights exercised on the resolution by Hospitality shareholders, present in person or by proxy, but excluding those voting rights exercisable by Southern Sun Hotels and its associates, is required.

SPECIAL RESOLUTION 1: THE ALLOTMENT AND ISSUE OF THE HOSPITALITY ORDINARY SHARES PURSUANT TO THE TRANSACTION

“Resolved that, in accordance with the memorandum of incorporation of the company and section 41(3) of the Companies Act and subject to the approval of ordinary resolution 1, the issue of that number of consideration shares to be issued by the company in terms of the transaction agreement in consideration for the entire issued share capital of Newco, as more fully set out in the circular to which this notice of general meeting is attached, is approved.

In order for special resolution 1 to be adopted, the support of at least 75% of the voting rights exercised on the resolution by Hospitality shareholders, present in person or by proxy, is required.

Reason for and effect of special resolution number 1

The reason for special resolution number 1 is to permit Hospitality to issue the consideration shares to the vendor in terms of the transaction agreement, being at least 145 000 000 ordinary shares adjusted as may be required as further detailed in paragraph 3.1.3 of the circular to which this notice is attached, in accordance with the provisions of section 41(3) of the Companies Act, as the voting power of the shares to be issued to the vendor exceeds 30% of the voting power of all shares held by shareholders immediately before the issue of the consideration shares.

ORDINARY RESOLUTION 2: WAIVER OF MANDATORY OFFER

“Resolved that, in terms of regulation 86(4) of the Companies Regulations, the mandatory offer that may be required to be made by the mandatory offerors in terms of section 123 of the Companies Act pursuant to the implementation of the transaction, being an offer to acquire all the remaining shares in Hospitality from the shareholders (other than the vendor) for an amount per share equivalent to the issue price (as defined in the circular) including any benefit thereunder, is waived.”

In order for ordinary resolution 2 to be adopted, the support of more than 50% of the voting rights exercised on the resolution by Hospitality shareholders, present in person or by proxy, but excluding those voting rights exercised on the resolution by the mandatory offerors, is required.

ORDINARY RESOLUTION 3: ELECTION OF JOHN COPELYN AS A DIRECTOR

“Resolved that, subject to the implementation of the transaction in terms of the transaction agreement, Mr John Copelyn is appointed as a non-executive director of the company, with effect from the effective date.”

A brief CV of Mr John Copelyn is set out is set out in paragraph 3.2 of the revised listing particulars.

In order for ordinary resolution 3 to be adopted, the support of more than 50% of the voting rights exercised on the resolution by Hospitality shareholders, present in person or by proxy, is required.

ORDINARY RESOLUTION 4: ELECTION OF ROB NICOLELLA AS A DIRECTOR

“Resolved that, subject to the implementation of the transaction in terms of the transaction agreement, Mr Rob Nicolella is appointed as a non-executive director of the company, with effect from the effective date.”

A brief CV of Mr Rob Nicolella is set out is set out in paragraph 3.2 of the revised listing particulars.

In order for ordinary resolution 4 to be adopted, the support of more than 50% of the voting rights exercised on the resolution by Hospitality shareholders, present in person or by proxy, is required.

51

ORDINARY RESOLUTION 5: ELECTION OF MARCEL VON AULOCK AS A DIRECTOR

“Resolved that, subject to the implementation of the transaction in terms of the transaction agreement, Mr Marcel von Aulock is appointed as a non-executive director of the company, with effect from the effective date.”

A brief CV of Mr Marcel von Aulock is set out is set out in paragraph 3.2 of the revised listing particulars.

In order for ordinary resolution 5 to be adopted, the support of more than 50% of the voting rights exercised on the resolution by Hospitality shareholders, present in person or by proxy, is required.

ORDINARY RESOLUTION 6: ELECTION OF LAURELLE FICK AS A DIRECTOR

“Resolved that, subject to the implementation of the transaction in terms of the transaction agreement, Ms Laurelle Fick is appointed as a non-executive director of the company, with effect from the effective date.”

A brief CV of Ms Laurelle Fick is set out is set out in paragraph 3.2 of the revised listing particulars.

In order for ordinary resolution 6 to be adopted, the support of more than 50% of the voting rights exercised on the resolution by Hospitality shareholders, present in person or by proxy, is required.

ORDINARY RESOLUTION 7: ELECTION OF ZIBUSISO KGANYAGO AS A DIRECTOR

“Resolved that, subject to the implementation of the transaction in terms of the transaction agreement, Mr Zibusiso Kganyago is appointed as a non-executive director of the company, with effect from the effective date.”

A brief CV of Mr Zibusiso Kganyago is set out is set out in paragraph 3.2 of the revised listing particulars.

In order for ordinary resolution 7 to be adopted, the support of more than 50% of the voting rights exercised on the resolution by Hospitality shareholders, present in person or by proxy, is required.

ORDINARY RESOLUTION 8: GENERAL AUTHORITY

“Resolved that any director or the company secretary of Hospitality be and is hereby authorised to do all such things and sign all such documents required to give effect to the resolutions proposed above and passed at the general meeting of shareholders at which this ordinary resolution is proposed.”

In order for ordinary resolution 8 to be adopted, the support of more than 50% of the voting rights exercised on the resolution by Hospitality shareholders, present in person or by proxy, is required.

VOTING AND QUORUM

On a show of hands, every shareholder of the company present in person or represented by proxy shall have one vote only. On a poll, every shareholder of the company present in person or represented by proxy shall have one vote for every share held in the company by such shareholder.

The record date on which Hospitality shareholders must be recorded as such in the registers maintained by the transfer secretaries, Computershare Investor Services Proprietary Limited, for the purposes of being entitled to attend, participate in and vote at the general meeting is Friday, 1 April 2016.

The quorum for a shareholders’ meeting to begin or for a matter to be considered, shall be at least 3 shareholders entitled to attend and vote and who are present in person or able to participate in the meeting by electronic communication, or represented by a proxy who is present in person or able to participate in the meeting by electronic communication. In addition –• a shareholders’ meeting may not begin until sufficient persons are present at the meeting to exercise, in aggregate, at least

25% of the voting rights that are entitled to be exercised in respect of at least one matter to be decided at the meeting; and• a matter to be decided at a shareholders’ meeting may not begin to be considered unless sufficient persons are present at

the meeting to exercise, in aggregate, at least 25% of all of the voting rights that are entitled to be exercised in respect of that matter at the time the matter is called on the agenda.

Given that the transaction is a related party transaction in terms of 10.4(f) of the Listings Requirements, the shares held or controlled by the related party, Southern Sun Hotels and its associates, may be taken into account for the purposes of determining a quorum at the general meeting however the votes of the related party, Southern Sun Hotels and its associates, must be excluded for the purposes of determining the results of the voting in respect of ordinary resolution 1. In terms of Regulation 86, the shares held or controlled by the mandatory offerors, Southern Sun Hotels and Tsogo, may be taken into account for the purposes of determining a quorum at the general meeting however the votes of the mandatory offerors must be excluded for the purposes of determining the results of the voting in respect of ordinary resolution 2.

52

SHAREHOLDERS

General instructions

Shareholders who are entitled to attend, speak and vote at the general meeting are encouraged to do so.

Electronic participation

The company has made provision for Hospitality shareholders or their proxies to participate electronically in the general meeting by way of telephone conferencing. Should you wish to participate in the general meeting by telephone conference call as aforesaid, you, or your proxy, will be required to advise the company as such by no later than 10:30 on Thursday, 7 April  2016, by submitting by e-mail to the company secretary at rosao@hpf.co.za, relevant contact details, including an e-mail address, cellular number and landline as well as full details of the Hospitality shareholder’s title to securities issued by the company and proof of identity, in the form of copies of identity documents and share certificates (in the case of certificated shares) and in the case of dematerialised Hospitality shares) written confirmation from the Hospitality shareholder’s CSDP confirming the Hospitality shareholder’s title to the dematerialised shares. Upon receipt of the required information, the Hospitality shareholder concerned will be provided with a secure code and instructions to access the electronic communication during the general meeting. Hospitality shareholders must note that access to the electronic communication will be at the expense of the Hospitality shareholders who wish to utilise the facility.

Hospitality shareholders and their appointed proxies attending by conference call will not be able to cast their votes at the general meeting of shareholders through this medium. Accordingly, shareholders making use of the electronic participation facility are requested to submit their forms of proxy to the company or provide instruction for voting to their CSDP or broker, as directed above.

Proxies and authority for representatives to act

The attached form of proxy is only to be completed by:• certificated shareholders; or• dematerialised shareholders recorded on the company’s sub-registers with “own name” registration,

who cannot attend the general meeting but wishes to be represented thereat.

All other beneficial owners who have dematerialised their shares through a Central Securities Depository Participant (“CSDP”) or broker without “own name” registration and who wish to attend the general meeting of shareholders, must instruct their CSDP or broker to provide them with the necessary letter of representation, or they must provide the CSDP or broker with their voting instructions in terms of the relevant custody agreement entered into between them and the CSDP or broker. These shareholders must not use a form of proxy.

Forms of proxy are requested to be deposited at the transfer secretaries, Computershare Investor Services Proprietary Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001, posted to PO Box 61051, Marshalltown, 2107, faxed to +27 11 370 5238 or emailed to proxy@computershare.co.za so as to arrive no later than 10:30 on Thursday, 7 April 2016. Forms of proxy not lodged with the transfer secretaries in time may be handed to the chairman of the general meeting immediately before the commencement of the general meeting. Any shareholder who completes and lodges a form of proxy will nevertheless be entitled to attend, speak and vote in person at the general meeting of shareholders should the shareholder decide to do so.

A company that is a Hospitality shareholder, wishing to attend and participate at the general meeting of shareholders should ensure that a resolution authorising a representative to so attend and participate at the general meeting of shareholders on its behalf is passed by its directors.

Hospitality does not accept responsibility and will not be held liable for any failure on the part of the CSDP or broker of a dematerialised shareholder to notify such shareholder of the general meeting of shareholders or any business to be conducted thereat.

53

GENERAL NOTES

1. A shareholder may appoint one or more proxies to participate in, and speak and vote at, the general meeting on behalf of that shareholder. A proxy need not be a shareholder of the company.

2. Shareholders who are companies or other bodies corporate may, by resolution of its directors or other governing body, authorise any person to act as its representative at the general meeting.

3. The chairperson of the general meeting will be making a demand that all resolutions put to the vote shall be decided by way of a poll.

By order of the board

Hospitality Property Fund Limited

8 March 2016

Registered officeThe Zone 11, Loft OfficesEast Wing, 2nd FloorCorner Oxford Road and Tyrwhitt AvenueRosebank2196

54 PRINTED BY INCE (PTY) LTD REF. JOB009767

Hospitality Property Fund Limited(Incorporated in the Republic of South Africa)

(Registration number 2005/014211/06)JSE share codes: HPA ISIN: ZAE000203022

HPB ISIN: ZAE000203030(Approved as a REIT by the JSE)

(“Hospitality” or “the company”)

FORM OF PROXY

Where appropriate and applicable the terms defined in the circular to which this form of proxy is attached bear the same meanings in this form of proxy.THIS FORM OF PROXY IS ONLY FOR USE BY:• certificated shareholders;• dematerialised shareholders whose shares are registered in their own names in the company’s sub-registers. For completion by the aforesaid registered shareholders of Hospitality who are unable to attend the general meeting of shareholders to be held on Monday, 11 April 2016 at Crowne Plaza JHB – The Rosebank, corner Tyrwhitt and Sturdee Avenues, Rosebank, 2196 , at the later of 10:30 or five minutes after the completion, postponement or adjournment of the combined general meeting as defined in and convened as set out in the restructure circular .If you are a dematerialised shareholder, other than with “own name” registration, do not use this form. Dematerialised shareholders, other than with “own name” registration, should provide instructions to their appointed CSDP or broker in the form as stipulated in the agreement entered into between the shareholder and the CSDP or broker.

I/We (FULL NAMES IN BLOCK LETTERS PLEASE)

of (address)

Telephone number:

Cell phone number:

e-mail address:

being the holder(s) of A shares hereby appoint:

being the holder(s) of B shares hereby appoint:1. or failing him/her

2. of failing him/her

3. the chairman of the general meetingas my/our proxy to attend and speak and to vote for me/us and on my/our behalf at the general meeting and at any adjournment or postponement thereof, for the purpose of considering and, if deemed fit, passing, with or without modification, the resolutions to be proposed at the general meeting, and to vote on the resolutions in respect of the Hospitality A and/or B shares registered in my/our name(s):Please indicate with an “X” in the appropriate spaces below how you wish your votes to be cast. Unless this is done the proxy will vote as he/she thinks fit.

Number of votes

*In favour of *Against *Abstain

A B A B A B

Ordinary resolution 1: The transactionSpecial resolution 1: The allotment and issue of the Hospitality ordinary shares pursuant to the transactionOrdinary resolution 2: Waiver of mandatory offerOrdinary resolution 3: Election of John CopelynOrdinary resolution 4: Election of Rob NicolellaOrdinary resolution 5: Election of Marcel von AulockOrdinary resolution 6: Election of Laurelle FickOrdinary resolution 7: Election of Zibusiso KganyagoOrdinary resolution 8: General authority

One vote per share held by Hospitality shareholders, recorded in the registers on the voting record dateUnless otherwise instructed my proxy may vote or abstain from voting as he/she thinks fit.Signed this day of 2016

Signature

Assisted by me (where applicable)

(State capacity and full name)A shareholder entitled to attend and vote at the general meeting is entitled to appoint a proxy to attend, vote and speak in his/her stead. A proxy need not be a member of the company. Each shareholder is entitled to appoint one or more proxies to attend, speak and, on a poll, vote in place of that shareholder at the general meeting.Forms of proxy are requested to be deposited at the transfer secretaries, Computershare Investor Services Proprietary Limited, Ground Floor, 70 Marshall Street, Johannesburg , 2001 posted to PO Box 61051, Marshalltown, 2107, faxed to +27 11 370 5238 or emailed to proxy@computershare.co.za so as to arrive no later than 10:30 on Thursday, 7 April 2016. Forms of proxy not lodged with the transfer secretaries in time may be handed to the chairman of the general meeting immediately before the commencement of the general meeting. Any shareholder who completes and lodges a form of proxy will nevertheless be entitled to attend, speak and vote in person at the general meeting of shareholders should the shareholder decide to do so.Please read notes on the reverse side hereof

NOTES TO THE FORM OF PROXY:

1. Only shareholders who are registered in the registers of the company under their own name on the date on which shareholders must be recorded as such in the registers maintained by the transfer secretaries, in order to attend and vote at the general meeting being Friday, 1 April 2016 , may complete a form of proxy or attend the general meeting. This includes certificated shareholders or dematerialised shareholders with “own name” registration. A proxy need not be a shareholder of the company.

2. Certificated shareholders wishing to attend the general meeting have to ensure beforehand with the transfer secretaries of the company (being Computershare Investor Services Proprietary Limited) that their shares are registered in their own name.

3. Beneficial shareholders whose shares are not registered in their “own name”, but in the name of another, for example, a nominee, may not complete a proxy form, unless a form of proxy is issued to them by a registered shareholder and they should contact the registered shareholder for assistance in issuing instructions on voting their shares, or obtaining a proxy to attend, speak and, on a poll, vote at the general meeting.

4. Dematerialised shareholders who have not elected “own name” registration in the register of the company through a CSDP and who wish to attend the general meeting, must instruct the CSDP or broker to provide them with the necessary letter of representation to attend.

5. Dematerialised shareholders who have not elected “own name” registration in the register of the company through a CSDP and who are unable to attend, but wish to vote at the general meeting, must timeously provide their CSDP or broker with their voting instructions in terms of the custody agreement entered into between that shareholder and the CSDP or broker.

6. A shareholder may insert the name of a proxy or the names of two or more alternative proxies of the shareholder’s choice in the space, with or without deleting “the chairman of the general meeting”. The person whose name stands first on the form of proxy and who is present at the general meeting will be entitled to act as proxy to the exclusion of those whose names follow.

7. The completion and lodging of this form 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, should such shareholder wish to do so. In addition to the aforegoing, a shareholder may revoke the proxy appointment by (i) cancelling it in writing, or making a later inconsistent appointment of a proxy; and (ii) delivering a copy of the revocation instrument to the proxy, and to the company.

8. The revocation of a proxy appointment constitutes a complete and final cancellation of the proxy’s authority to act on behalf of the relevant shareholder as of the later of the date:

8.1 stated in the revocation instrument, if any; or

8.2 upon which the revocation instrument is delivered to the proxy and the relevant company as required in section 58(4)(c)(ii) of the Companies Act, 71 of 2008, as amended (the “Companies Act”).

9. Should the instrument appointing a proxy or proxies have been delivered to the company, as long as that appointment remains in effect, any notice that is required by the Companies Act or the company’s Memorandum of Incorporation to be delivered by the company to the shareholder must be delivered by the company to:

9.1 the shareholder; or

9.2 the proxy or proxies if the shareholder has in writing directed the relevant company to do so and has paid any reasonable fee charged by the company for doing so.

10. A proxy is entitled to exercise, or abstain from exercising, any voting right of the relevant shareholder without direction, except to the extent that the Memorandum of Incorporation of the company or the instrument appointing the proxy provide otherwise.

11. If the company issues an invitation to shareholders to appoint one or more persons named by the company as a proxy, or supplies a form of instrument appointing a proxy:

11.1 such invitation must be sent to every shareholder who is entitled to receive notice of the meeting at which the proxy is intended to be exercised;

11.2 the company must not require that the proxy appointment be made irrevocable; and

11.3 the proxy appointment remains valid only until the end of the relevant meeting at which it was intended to be used, unless revoked as contemplated in section 58(5) of the Companies Act.

12. Any alteration or correction made to this form of proxy must be initialled by the signatory/ies. A deletion of any printed matter and the completion of any blank space(s) need not be signed or initialled.

13. Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity must be attached to this form unless previously recorded by the transfer secretaries of the company or waived by the chairman of the general meeting.

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

15. A company holding shares in the company that wishes to attend and participate at the general meeting should ensure that a resolution authorising a representative to act is passed by its directors. Resolutions authorising representatives in terms of section 57(5) of the Companies Act must be lodged with the company’s transfer secretaries prior to the general meeting.

16. Where there are joint holders of shares any one of such persons may vote at any meeting in respect of such shares as if he were solely entitled thereto; but if more than one of such joint holders wishes to be present or represented at the meeting, that one of the said persons whose name appears first in the register of shareholders of such shares or his proxy, as the case may be, shall alone be entitled to vote in respect thereof.

17. The chairman of the general meeting may reject or accept any proxy which is completed and/or received other than in accordance with the instructions, provided that he shall not accept a proxy unless he is satisfied as to the matter in which a shareholder wishes to vote.

18. A proxy may not delegate his/her authority to act on behalf of the shareholder, to another person.

19. A shareholder’s instruction to the proxy must be indicated by the insertion of the relevant number of shares to be voted on behalf of that shareholder in the appropriate space provided. Failure to comply with the above will be deemed to authorise the chairperson of the annual general meeting, if the chairperson is the authorised proxy, to vote in favour of the resolutions at the general meeting or other proxy to vote or to abstain from voting at the general meeting as he/she deems fit, in respect of the shares concerned. A shareholder or the proxy is not obliged to use all of the votes exercisable by the shareholder or the proxy, but the total of votes cast in respect whereof abstention is recorded may not exceed the total of the votes exercisable by the shareholder or the proxy.

20. Forms of proxy are requested to be deposited at the transfer secretaries, Computershare Investor Services Proprietary Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001, posted to PO Box 61051, Marshalltown, 2107, faxed to +27 11 370 5238 or emailed to proxy@computershare.co.za so as to arrive no later than 10:30 on Thursday, 7 April 2016. Forms of proxy not lodged with the transfer secretaries in time can be handed to the chairman of the general meeting immediately before the commencement thereof. Any shareholder who completes and lodges a form of proxy will nevertheless be entitled to attend, speak and vote in person at the general meeting should the shareholder decide to do so.

21. This form of proxy may be used at any adjournment or postponement of the general meeting, including any postponement due to a lack of quorum, unless withdrawn by the shareholder.

22. The aforegoing notes include a summary of the relevant provisions of section 58 of the Companies Act, as required in terms of that section.