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DIRECTORS’ REPORT

for the year ended 30 June 2015

The directors have pleasure in submitting their report, which forms part

of the financial statements for the year ended 30 June 2015.

Introduction

Hyprop, Africa’s leading specialist shopping centre Real Estate Investment

Trust (REIT), operates an internally managed portfolio of shopping centres

in major metropolitan areas across South Africa. Hyprop also has a

growing presence in sub-Saharan Africa (excluding SA), through a joint

venture with Attacq Limited (Attacq) and the Atterbury Group.

The core portfolio consists of premier shopping centres in South Africa,

including super regional Canal Walk, large regional centres, Clearwater

Mall, The Glen Shopping Centre, Woodlands Boulevard, CapeGate

Shopping Centre, Somerset Mall and Rosebank Mall, and regional centre,

Hyde Park Corner.

The portfolio also includes interests in Accra Mall and West Hills Mall

(both in Accra, Ghana), and Manda Hill Centre in Lusaka, Zambia.

Strategy

Hyprop’s focus remains to invest in high-quality shopping centres. Due

to limited acquisition opportunities in South Africa, consideration will be

given to investments in other emerging markets, where existing assets

can be acquired at attractive yields or where development opportunities

exist.

Disposals

As previously announced, CapeGate Lifestyle, CapeGate Value Centre

and Stoneridge were sold for a total amount of R833 million.

Efforts to sell Willowbridge Centre, Somerset Value Mart and the

standalone office portfolio are continuing.

Capital structure

Hyprop became a REIT on 1 July 2013. As part of the REIT conversion

process, Hyprop’s combined unit structure was converted to an all-share

structure. The necessary resolutions were passed by shareholders and the

new all-share structure became effective on 18 August 2014, from which

date all future distributions were classified as dividends.

All rental income earned by the group, less property expenses and interest

on debt, is distributed to shareholders semi-annually.

Review of activities

The results of the group and the company are commented on in the

chairman, chief executive officer and financial director’s reports on pages

6 to 15 and are set out in the financial statements on pages 82 to 151.

Directors’ interests

The interests of directors in the shares of the company at 30 June 2015 were:

30 June 2015

beneficial

30 June 2015

non-beneficial

30 June 2014

beneficial

30 June 2014

non-beneficial

Direct

Indirect

Indirect

Direct

Indirect

Indirect

Non-executive

Gavin Tipper

4 000

4 000

Louis Norval

3 789 869

3 981 768

Stewart Shaw-Taylor

21 500

21 500

Kevin Ellerine

42 666

Executive

Pieter Prinsloo

305 049

305 049

Laurence Cohen

160 154

160 154

25 500

507 869

3 789 869

25 500

465 203

3 981 768

There were no changes to the interests of the directors between year-end and the date of approval of the financial statements.

80

Hyprop Investments Limited

Integrated Report 2015

FINANCIAL STATEMENTS