Dipula Income Fund : Integrated Annual Report – 2022

2022

INTEGRATED ANNUAL REPORT

CONTENTS

About this report

1

01  DIPULA AT A GLANCE

Investment case

6

02  ABOUT DIPULA

Who we are	10
Group structure	13
Key milestones	14

03  OUR BUSINESS CONTEXT

Joint leadership report	18
Our operating environment	22

04  HOW WE CREATE VALUE

Delivering value through strategy	28
Our business model	32
Stakeholder engagement	34
Our risks and opportunities	44

05  OUR PERFORMANCE

Financial director's report	54
Five-year financial review	62
Portfolio overview	65

06  OUR ESG REPORT

Social, ethics and sustainability committee report	80
About this ESG report	81
Sustainability	82
Environmental impact	84
Our people	92
Social relationship capital	98
Governance	103

07  REMUNERATION REVIEW

Remuneration report

120

08  ANNUAL FINANCIAL STATEMENTS

Annual financial statements

128

09  SHAREHOLDER INFORMATION

Shareholder analysis	246
JSE statistics	248
Shareholders' diary	248

Definitions and abbreviations	249
Corporate information	252

Meadowpoint Shopping Centre

ABOUT OUR REPORT

VISION LED

PEOPLE DRIVEN		VALUE DELIVERED

Our people drive our vision to be a prominent, diversified, South Africa focused REIT that delivers sustainable value for our stakeholders.

Objective, boundary and scope

The objective of this integrated report is to provide quality information to Dipula's providers of financial capital on how we create, preserve, and erode value over the short, medium, and long term.

We define short term as the next 18 months, and medium term as 19 months to five years. Anything beyond five years is considered long term.

Our business activities are undertaken in an integrated manner, applying our six capitals which are interdependent and interconnected.

Although this report is primarily aimed at providers of financial capital, it also caters for all other stakeholders. Information presented in this report is in respect of Dipula and all its subsidiaries, and holistically deals with our material matters, strategy, the environment in which we operate, our business model, our risks and opportunities, our performance and our ESG initiatives.

Materiality

This report endeavours to identify and explain the most material financial and non-financial issues faced by Dipula. Determining materiality is a comprehensive process that combines risk identification and assessment with strategic objectives, stakeholder feedback, market conditions and our own performance to prioritise issues that are key to our sustainability now and in the future. Ordinarily, these matters are those that are discussed at board and executive meetings.

These include:

Key financial indicators; Strategic factors; Operational issues; Governance and management; Environmental issues;

Societal issues; and

Socio-economic and political factors.

We use our strategic objectives to determine our strategy, to assess and mitigate our risks and to take advantage of opportunities in areas that we identify as significant for value creation.

The following strategic objectives have been identified as material to the group:

Deliver sustainable income and capital returns;

Improve the liquidity and tradability of our share; Optimise our portfolio;

Operate sustainably;

Employee and board wellbeing, retention, development, and succession;

Respond to challenging economic environment; and Tactical asset and capital allocation.

We discuss these strategic objectives throughout this report, and specifically in the "How We Create Value" chapter on pages 26 to 51. This should enable our stakeholders to accurately evaluate Dipula's ability to create and sustain value over the short, medium, and long term.

Basis of preparation

We have applied the guiding principles and content elements of the International Integrated Reporting Council's framework, and considered the following other guidelines in preparing this report:

IFRS;

JSE Listings Requirements; King IV™;

The BPR; and

The Companies Act.

Dipula Income Fund Integrated Annual Report 2022	1

ABOUT OUR REPORT (CONTINUED)

Assurance

The combined assurance model of the group, in its current format, is set out below:

Business process

Nature of assurance Status

Assurance provider Disclosure in integrated report

Annual financial statements

Unqualified audit

Assured

Mazars

Page 137

Property valuations

Valuation reports Assured

Various independent valuers Page 168

Forward-looking statements

This report contains forward-looking statements that, unless otherwise indicated, reflect Dipula's expectations as at 31 August 2022.

Actual results may differ materially from our expectations, if known and unknown risks or uncertainties, affect our business, or if estimates or assumptions prove inaccurate.

Dipula cannot guarantee that any forward-looking statement will materialise and, accordingly, readers are cautioned not to place undue reliance on these forward-looking statements.

Dipula disclaims any intention and assumes no obligation to update or revise any forward-looking statement, even if new information becomes available, as a result of future events or for any other reason, save as required to do so by legislation and/or regulation.

Responsibility statement and review

Dipula's board acknowledges its responsibility to ensure the integrity of the integrated report. The board has accordingly applied its collective mind, and, in its opinion, this report addresses all material matters, offers a balanced view of its strategy, how it relates to our ability to create value in the short, medium, and long term, and presents fairly the performance of the group.

We believe that this report has substantially been prepared in terms of the revised Framework issued by the Value Reporting Foundation, IFRS, the Companies Act, JSE Listings Requirements, the BPR and King IV™.

Feedback and corporate information

Your feedback on the contents and presentation of this report is welcome and will assist us in improving the quality and relevance of future reports. We invite all users of this report to visit www.dipula.co.za for more information on Dipula. Feedback or further requests for information can be directed to:

CEO	Izak Petersen	[e-mail]
FD	Ridwaan Asmal	[e-mail]

Registered office

The registered office of the company is located on the 12th Floor of the Firestation Rosebank,16 Baker Street, Rosebank, 2196, Johannesburg, South Africa.

Dipula's integrated report is available in hard copy on request and is also available on our website (www.dipula.co.za).

ZJ Matlala	IS Petersen	R Asmal	Brian Azizollahoff
Chairperson	Chief executive	Financial director	Independent
			non-executive director
Y Waja	Elias Links	Syd Halliday
Independent	Independent	Independent
non-executive director	non-executive director	non-executive director

2	Dipula Income Fund Integrated Annual Report 2022

Report navigation

Throughout our integrated report, the following icons are used to show the integration between sections:

Our capitals

Financial capital

Manufactured capital

Human capital

Social and relationship capital

Intellectual capital

Natural capital

Our strategic objectives

Deliver sustainable income and capital returns

Improve the liquidity and tradability of our share

Optimise our portfolio

Operate sustainably

Employee and board wellbeing, retention, development and succession

Respond to challenging economic environment

Tactical asset and capital allocation

Eyethu Orange Farm Mall

Dipula Income Fund Integrated Annual Report 2022	3