Far Property : CIRCULAR TO UNITHOLDERS SRICP DIV ELECTION 2022

This circular is important and requires your immediate attention.

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

Action required

1. -Ifyou wish to receive the cash distribution, do not make the election to receive distribution in respect of linked units held in the form of linked units instead of cash ("the Scrip Distribution") and do notcomplete the Form of Election, and you will automatically receive the full cash distribution.
2. -Ifyou wish to receive the Scrip Distribution in respect of your unitholding, you must complete the Form of Election and cause it to be received by the Transfer Agent, by no later than 17H00 on 4 November 2022.

THE FAR PROPERTY COMPANY LIMITED

("the Company or "FPC")

Company Number CO. UIN BW00000942235

Incorporated in the Republic of Botswana on 29 June 2010

ISIN: BW0000001551

SHARE CODE: FPC

CIRCULAR TO UNITHOLDERS

Regarding

The offer of units to unitholders holding linked units registered in the records of the Company on the electronic platform of Central Securities Depository of Botswana ("CSDB") at the close of business on 04 November 2022 ("the Record Date") at a price of P2.40 per linked unit ("Scrip Distribution Option") in lieu of the cash distribution of 18.40 thebe per linked unit in respect of the Company's trading to 30 June 2022.

Enclosing a Form of Election

UNITHOLDERS REGISTERED ON THE RECORDS OF THE COMPANY ON THE

ELECTRONIC TRADING PLATFORM OF THE CSDB AT THE CLOSE OF BUSINESS ON 04

NOVEMBER 2022 ("the Record Date") WILL RECEIVE THE CASH DISTRIBUTION

UNLESS THEY ELECT THE SCRIP DISTRIBUTION OPTION

Transfer Secretary

Sponsoring Broker

Date of issue: 12 October 2022

1. NOTICE

The Botswana Stock Exchange has not verified the accuracy and truth of the contents of this Circular, as submitted to it and the Botswana Stock Exchange accepts no liability of whatever nature for any loss, liability, damage or expenses resulting directly or indirectly from a decision taken based on the contents of this Circular.

2. INTRODUCTION

1. The Board of Directors would like to offer unitholders the chance to receive the distribution in respect of linked units for the period ending 30 June 2022 in new linked units instead of in cash. In accordance with the Companies Act Cap 42:01 and the Constitution of the Company, the Board may offer to unitholders the opportunity to elect to receive scrip distributions in the form of linked units (credited as fully paid) instead of in cash.
2. On the 27 June 2022 the Board declared a distribution of 18.40 thebe (comprising a dividend of 0.17 thebe on each issued share and interest of 18.23 thebe on each issued debenture comprising a linked unit) per linked unit for the twelve months of trading ending 30 June 2022 (the Distribution).
3. At a meeting of the Board of Directors, held on 27 June 2022, the Board approved the issue of up to 35 292 442 new linked units, to be funded out of net distributable profits, to unitholders who elect to receive the distribution in linked units instead of cash.
4. Subject to the provisions of any Double Taxation Avoidance Agreement between Botswana and the country of tax residence of a Unitholder not resident in Botswana for tax, the Company will deduct and pay withholding tax of 10% on the dividend on shares comprising linked units.
5. The Company will: -
6. 1. deduct and pay withholding tax of 10% on the interest payable on each debenture held by a taxable holder of a linked unit, resident for tax purposes in Botswana;
   2. deduct and pay withholding tax of 10% or such lesser percentage as may be provided in a Double Taxation Agreement (if there be one) between Botswana and the country of tax residence of the non-resident tax payer on the interest payable on each debenture held by a taxable holder of a linked unit, non-resident for tax purposes in Botswana;
   3. not deduct and pay any withholding tax on interest payable on debentures held by an

entity which is exempt from income tax in Botswana;

the resulting distribution, after deduction of applicable withholding tax as set out above, is hereinafter referred to as "the Net Distribution".

1. On the 27 June 2022, the Board resolved to offer to unitholders such number of linked units, at a value of P2.40 per linked unit, as is equal in value to the cash value of the Net Distribution payable to such holders. The value of a linked unit is based on the weighted average traded price of a linked unit, in the Company, on the Botswana Stock Exchange, over the three weeks preceding 30 June 2022.
2. As stated in paragraphs 2.4 and 2.5 the Company will have deducted and paid withholding tax on the distributions, as required by Section 58 of the Income Tax Act, thus the distribution will be net of withholding tax deducted and paid.
3. The issue of the linked units distributed in terms of Scrip Dividend will take place on or before Friday 11 November 2022.

1. BASIS OF THE AWARD OF SCRIP DISTRIBUTION UNITS
   Unitholders registered in the books of the Company on the Record Date will be entitled, upon election, to receive as many fully paid units in the Company at an issue price of P2.40 each as is equal in value of the Net Distribution due to such holder in respect of the Distribution ("Scrip Distribution Units").
2. SCRIP DISTRIBUTION OPTION
   Unitholders registered in the records of the Company on the electronic platform of the CSDB on the Record Date are offered the option to elect to receive so many Scrip Distribution Units each at an issue price of P2.40 per Unit (which issue price is based on the weighted average trade price of a linked unit in the Company on the Botswana Stock Exchange over the 3 weeks preceding 30 June 2022), as is equal in value to the Net Distribution, comprising of 18.40 thebe per linked unit being 0.17 thebe dividend per share and interest of 18.23 thebe per debenture, less appropriate withholding taxes in respect of all or in part of their unit holdings.
3. NOT RENOUNCEABLE

The offer of Scrip Distribution Units in lieu of a cash distribution is not renounceable. If a holder of a Linked Unit does not accept the offer of Scrip Distribution Units instead of cash, the holder is deemed to require and will be paid the distribution in cash.

1. ISSUE OF LINKED UNITS AND AMOUNT TO BE CAPITALIZED The stated capital of the Company is P460 336 206.
   There are currently 460 336 206 shares in issue and 460 336 206 debentures in issue. Each share is indivisibly linked to a debenture to form a linked unit.
   In the event all unitholders take up the offer of the scrip distribution then a further 35,292,442 linked units will be offered at P2.40 per linked unit, in an aggregate amount of P84,701,862 being the Net Distribution which will be capitalized, and as a result the stated capital of the Company will be increased by P 84,701,862 and also as a result the number of issued Linked Units will increase from 460,336,206 to 495,628,648.
   The 35,292,442 linked units the subject of the offer of the scrip distribution represent 7.67% of the current number of linked units in issue. The 35,292,442 the subject of the offer of the scrip distribution will represent 7.12% of the total linked units in issue if all of the 35,292,442 linked units are taken up by unitholders.
   The Scrip Distribution Units, when issued, will rank pari passu in all respects with the existing linked units of the Company.
2. REASON FOR THE SCRIP DISTRIBUTION ISSUE
   The Company will benefit from this issue. In opting for the issue of linked units in lieu of a cash distribution, unitholders will inject further capital into the Company without incurring the usual substantial dealing costs associated with a new rights issue, and the Company will be able to utilize the amount of the unitholder's funds retained in the Company to support continued growth of the current and future projects and refurbish properties, and reduce exposure to loan finance.

1. COMMITTED ELECTION
2. 1. Vidya Sanooj who holds 0.06% of the issued linked units, and the founders of the Company, Ramachandran Ottapathu' holding 28.85% are committed to elect to receive 100% scrip Distribution unit in lieu of cash distribution and Farouk Ismail holding 28.82% of the issued linked units in the Company, have committed to elect to receive 50% Scrip Distribution Units in lieu of the cash distribution.
   2. Thus, holders of and controllers of 43.33% of the issued linked units in the Company have committed to elect to receive the Scrip Distribution.
3. SCRIP DISTRIBUTION UNITS' ENTITLEMENT
   The number of scrip distribution units to which a unitholder will be entitled will be calculated on the following basis:
   X (Scrip Distribution Units entitlement) = Net Distribution Amount ÷ P2.40
4. FRACTIONAL ENTITLEMENTS
5. 1. Where the entitlements to Scrip Distribution Units results in a fraction of a unit, the units awarded will be rounded down to the nearest whole number.
   2. The balance of the Net Distribution not accounted for by the Scrip Distribution Units will be paid in cash by electronic funds transfer to the bank account of the holder of linked units, or by cheque posted to the address of the holder of the linked units, appearing in the register of the Company on the Record Date, on or before 11 November 2022.

Example

Assume a unitholder holds 10 000 linked units at the Record Date and elects the Scrip Distribution Option. The number of the new linked units to which this unitholder would be entitled is calculated as follows:

10 000 Net Distribution ÷ P2.40 = Number of Linked Units

Where the number of Linked Units derived from the formula is not a round number and there exists a fraction, the number of Linked Units will be rounded down to eliminate the fraction.

The fraction, expressed as a percentage, of P2.40 will be paid in cash.

1. UNITHOLDERS WHO WISH TO RECEIVE THE CASH DISTRIBUTION NEED TAKE NO FURTHER ACTION, IF A UNITHOLDER TAKES NO ACTION AND DOES NOT ELECT TO RECEIVE LINKED UNITS, THAT UNITHOLDER WILL RECEIVE THE FULL CASH DISTRIBUTION
2. OPENING OF THE OFFER AND THE LAST DAY TO MAKE THE ELECTION
   The offer of the scrip option opens at the commencement of business on 12 October 2022 and closes at close of business on 4 November 2022.
   A holder of linked units is required to notify the Transfer Agent if he/she/it wishes to receive their distribution in the form of new linked units, within the period in which the offer is open. In the event of failure to elect the Scrip Distribution option, within the open period, a holder of linked units shall be deemed by the Company to have declined the offer of the Scrip Distribution Option and, accordingly, such unitholder will automatically receive the cash distribution.
3. ELECTION FOR SCRIP DISTRIBUTION WHETHER SENT BY POST OR OTHERWISE RECEIVED AFTER THE CLOSE OF BUSINESS ON 04 NOVEMBER 2022 WILL NOT BE ACCEPTED
4. CSDB AND LISTING OF THE SCRIP DISTRIBUTION UNITS
   When the new linked units are issued, the Company will instruct the CSDB or broker to credit the unitholders securities account in the CSDB.
   Application has been made to the Botswana Stock Exchange to grant a listing of the Scrip Distribution units arising from the Scrip Distribution issue with effect from the commencement of business on 22 November 2022.
   The Botswana Stock Exchange has approved in principle the issue of the scrip distribution units and the listing thereof on the Botswana Stock Exchange.
5. RESULTS OF THE SCRIP DISTRIBUTION OPTION
   The results of the Scrip Distribution Option will be published in the press on or about 07 November 2022.
6. TAXATION
   In terms of the Republic of Botswana Income Tax Act, as amended, withholding tax at a rate of 10 % will be deducted by the Company from all dividends paid and 10% from interest paid to unit holders not resident in Botswana for tax purposes, and 10% from interest paid to unitholders resident in Botswana. The percentage of tax withheld on dividend and interest distributed to a unitholder not resident for tax in Botswana may be varied by the terms of a Double Taxation Avoidance Agreement between Botswana and the Country of tax residence of such unitholder, if any. No withholding tax shall be deducted from interest paid to entities which are not subject to tax in Botswana.