2 3 - Welcome To The Home Of PrimeTime Property Holdings .

12PERFORMANCE & RESULTSchairlady andmanaging director’sstatementAs one would expect, 2020 was the most challenging yearin PrimeTime’s 13 year history as the global COVID-19pandemic disrupted business activity and personal lives onan unprecedented scale. Despite this the Group has provedremarkably resilient and ended the year well positioned totake advantage of opportunities as markets return to somesemblance of normality. Our management team have workedwith our stakeholders – the banks, fund managers andfounding investors – keeping them abreast of our strategicdecisions to ensure tenant retention while mitigating thelong-term impact to the Group.Despite the effects of the pandemic, we were able to growrental income by three percent over the prior year due toadditions to the portfolio. The value of our investmentproperty portfolio increased to over P1.5 billion.While rental income increased in the year, growth was below expectations asconcessions had to be made due to the unique set of circumstances under whichwe were operating. Affected tenants were given discounts during the periodsof government-imposed trading restrictions, while many others were able tocontinue trading and meet their contractual rental obligations. The Group tookthe approach to assess tenants individually, applying an appropriate supportpackage to each rather than building up a large debtors book. To date thisstrategy – combined with our limited exposure to the hospitality sector - has paidoff with no tenant failures directly attributable to COVID restrictions. We believethis emphasises the strength of our tenant base while the sectoral diversity of ourproperties spreads our risk across multiple sectors and jurisdictions.COVID disruptions extended into letting vacant and new space, including therecently completed Pinnacle Park development at Setlhoa. We have seen anuptick in the last couple of months and Phase I of this development is now 75% letor under offer. We anticipate Pinnacle Park to be 100% occupied by the middleof next year and will look to developing the second phase as soon as we are ableto in what is emerging as a hot business node for Gaborone.The Group made its first acquisitions in South Africa during this financial year.Riverside, a mixed-use property in Bryanston, Sandton was acquired at theend of October 2019 and a Logistics warehouse acquisition near to OR TamboInternational Airport, completed mid-December 2019. The increase in operatingexpenses is reflective of these acquisitions with costs on consistently heldproperties coming in lower than the prior year.Top: Pinnacle Park phase I completed at the veryend of the 2020 financial year and is now almostfully let.Bottom: Riverside Junction, Bryanston. PrimeTime’sfirst acquisition in South Africa13

1415The newly rebranded Absa HQ at Prime Plaza,GaboronePROPERTYPORTFOLIOOur portfolio now consists of 22 completedproperties in Botswana, six properties in Zambiaand two in South Africa. The group split by yearend market value is 62% Botswana, 33% Zambiaand 5% South Africa, with a combined value of overP1.5bn at the year end.MAINTAINING &ENHANCING OURPROPERTIES ANDFUTURE ADDITIONSSeveral key leases have been regeared this year,and this will provide support to the property marketvalues in years to come. Notable are Pick ‘n PaySouth Ring Mall which was extended by sevenyears to 2030 and G4S Zambia extended by fiveyears, Woolworths Sebele extended by four yearsand Woolworths in Kabulonga by five years. Ourmanagement team worked hard to retain tenantsand address lease renewals well in advance ofscheduled expiries. Their relationships with ouroccupiers have been strengthened by the increasedlevels of communication brought about by theGroup’s response to the pandemic, with manytenants expressing gratitude for the pragmaticapproach PrimeTime has taken to ensure no tenantfailures as a result of the pandemic.Some small additions have been made to the existinginvestment properties held during the financialyear. The Pilane extension of a little over 1,000sqm was completed on the cusp of the 2019/2020financial year and was fully let almost immediately,which has been reflected in an uptick in the mall’svaluation this year. The filling station shop at SouthRing Mall, whose rental is on a percentage of salesbasis, was refurbished, and initial consultants’ costswere incurred on our planned extension to BoitekoJunction, our Mall in Serowe.The P61m work-in-progress at the financial year-endcomprises the Lobatse Mall development which isin progress, land at Setlhoa for Phase II of PinnaclePark and a plot in the Gaborone CBD, adjacent toour existing Prime Plaza.In terms of tenant mix, across the group 33%of the rental income is from major corporates,multinationals and commercial banks, 38% fromestablished retail chains (national and regional) anda further 7% of our tenants are from the Governmentand parastatal sector. The balance is made up ofa mixture of SMEs representing various businesssectors. This is a well-diversified and robust mix oftenants – totalling over 320 across the Group.The group vacancy rate stood at 5% at the year end(2019: 2%) which was inflated by the delivery of PinnaclePark in August and has since come down to 4%.Our properties were again independently valued byexternal valuers at the year end. Uncertainty remainsover the duration and extent of the impact of COVID-19globally and in Southern Africa and this has beenreflected in the valuations of certain properties. On ageographical basis, the Botswana portfolio saw littlefluctuation in values year-on-year whereas Zambiaand South Africa recorded some losses.Our strategic focus remains on tenant management,property maintenance, sectoral and geographicaldiversification as we believe these will have thecombined effect of maintaining the value of theGroup’s assets in the longer term.PROSPECTS & OPPORTUNITIESThe creation of attractive built environments is core to PrimeTime’s businessmodel and its portfolio is stacked with future opportunity. The Group has amix of near-term and medium-term development prospects which offer anexceptional platform to create the sustainable spaces of tomorrow and enableboth PrimeTime’s tenants and the markets in which they operate to thrive. Thesealready secured opportunities will enhance returns for investors for many yearsto come and can be delivered in phases to match occupier demand and reducespeculative risk. Our land bank will produce several new additions in the futureincluding the development of a up to 15,000 sqm of prime grade offices inGaborone’s New CBD, the first phase of 2,780 sqm at an estimated cost of P55mis planned to commence in 2021.Having achieved our first investments in South Africa during this financial year,these mark the start of a planned portfolio of properties in the country. While ourprogress might have been slowed by the current investment climate, it is ourintention to increase our assets there in the next six to twelve months and we arecautiously assessing opportunities in the market.In Botswana, we are busy completing the tenanting of Pinnacle Park Phase Iand are fitting out for other new tenants taking up space elsewhere, such asRhapsody’s restaurant at Sebele Centre. The Lobatse Junction retail mall isprogressing, albeit some delays have been experienced during lockdowns. Thecompleted centre is already over 85% let with scheduled completion in Q4 of2021. We also want to proceed with the planned extension at Boiteko Junction inSerowe, which will satisfy the strong tenant demand in the area, and the exteriorrefurbishment of our South Ring Mall property is due to start shortly.In Zambia we are filling the remaining vacancies at Chirundu and Munali malls, aprocess which has stalled over the last six months. The proposed solar installationat Kabulonga Mall is now progressing which will be of great benefit to our tenantswho have suffered with severe load shedding in recent years. G4S – a tenantat two of our properties in Zambia – has a requirement for a cash centre to bedeveloped for them which will enable us to replace their recently extended fiveyear lease with a new ten year one.Munali Mall, Lusaka. Vacancies have fallen sincethe year endCONCLUSIONWith 2020 now behind us we are optimistic of improved trading conditions in2021 and are hopeful of an economic bounce as vaccines become available.In our concluding remarks last year, we said ‘nothing comes easy’, and 2020 certainlyproved that to be true. Considering that remark, we were pleased to be able to distribute15.78 thebe per linked unit for the year, an exceptional result in the circumstances.This was made possible by the effort put in by our directors and management teamwho we thank for their exceptional efforts over the year. We would also like to extendour thanks to the lifeblood of the Group: our funders who we have maintained closecontact with over the year, and our tenants who we look forward to accommodatingfor many years to come.DIRECTOR DIRECTORA L Kelly P Matumo

1617PRIMETIMEPORTFOLIObotswanadhlGaboroneghanzi shopping centreBoiteko JunctionGhanziSeroweG4sGaboroneAFA HouseGaboronecapricorn houseGaboroneDesign quarterGaboroneLETSHEGO PLACEGaboroneindependence placeGaborone

1819ramotswa shopping centrehillside mallLobatseRamotswasouth ring mallGaboronesebele centreGaboroneNswazwi mallFrancistownpilane crossingPilaneprime plazaGaboroneAll the other photos of PP we have show Barclays.south african high commissionGaborone

2021South AfricaZambiariverside junctioncentro kabulongalogwin logistics warehouseChirundu MallJohannesburgJohannesburgmunali mallLusakaChirunduLusakaG4sLusaka & Kitwepwc office parkLusaka

2223Prime Plaza, Gaboronelinked unitholderinformationcorporateAs at 31 August 2020governanceWhen looking at holdings across Asset Managers:Major LinkedUnitholdersLinkedUnitsName% RankLinked Unit BandNo. Linkedunits%No ofHolders%BPOPF(Across all Asset Managers)74,907,36930.62%10 -1 999632,0600.26%1,11865.15%Linwood Holdings Limited2669,5910.27%23013.40%5 000 - 9 999603,8970.25%885.13%Debswana Pension Fund(Across all Asset Managers)22,873,84616.36%2 000 - 4 999Tati Company Limited40,028,70518,067,7437.39%410 000 - 49 9993,719,8241.52%18510.78%50 000 - 99 9991,221,5490.50%181.05%100 000 - 499 4,650,684100.00%1,716100.00%Metropolitan Life Botswana(Across all Asset Managers)Motor Vehicle Accident FundBOARD MEETINGS AND ATTENDANCEDURING THE FINANCIAL YEAR9.35%314,502,2365.93%510,323,0164.22%6500 000 As at 31 August 2020 the company had 244,650,684 linked units in issue. Of the linked units in issue 203,447,924 linked units were held by the public, representing83.16%. The remaining 41,202,760 linked units were held by non-public unitholders representing 16.84%.Corporate governance provides a framework to ensurePrimeTime’s compliance with all its contractual, statutory andregulatory obligations and assists in providing the stakeholderswith timely, relevant and meaningful reports. The Group hasadopted King IV as the framework for Corporate Governanceand the table at the end of this Report details its compliance.The successful operation of the Group is the responsibility ofthe Board and its aim is to build a sustainable business. It isthe Unitholders’ role to appoint the Board of Directors and theexternal auditors, and to evaluate their performance.During the year the Board adopted a Board Charter. This documentsets out the role and responsibilities of the Board as well as therequirement for its composition and meeting tors eetingP Matumo (Chairlady)4 (4)2 (2)2 (2)1 (1)A L Kelly (ManagingDirector)4 (4)2 (2)N/A1 (1)J C Jones4 (4)2 (2)N/A1 (1)C Kgosidiile3 (4)1 (1)2 (2)1 (1)M T Morolong4 (4)2 (2)N/A1 (1)S Thapelo4 (4)2 (2)1 (1)1 (1)(The number in brackets represents the number of meetings held during the office of the member)

24AUDIT AND RISKCOMMITTEERELATED PARTYTRANSACTIONS WITHTHE MANAGEMENTCOMPANYCertain specific duties have been delegatedto the Audit and Risk Committee, whilst overallresponsibility remains with the Board.The Board remains sensitive to the related party transactionsbetween the Group and Time Projects (Botswana) Pty Limited,the day-to-day managers of the Group. All such transactions aresubject to scrutiny and recommendation to the Board by the Auditand Risk Committee. The Independent Board members then reviewand approve before Unitholder approval is sought. Additionalmeetings and/or discussions are held by the Independent Boardmembers if necessary, in order to facilitate this.Unitholders are provided with full disclosure of these transactionsprior to voting and the Linked Units held by the related partiesare not entitled to vote.DIRECTORS REMUNERATION FOR THE YEAR ENDED31 AUGUST 2020NameBWPP Matumo (Chairlady)175 920J C Jones117 549A L Kelly (Managing Director)C Kgosidiile*M T MorolongS Thapelo117 549182 603117 549156 957*Including fees paid for attendance at Audit and Risk CommitteemeetingsExecutive Directors are remunerated by themanagement company which is not disclosed here.externalThe Committee comprises one Independent Directoras Chairman and one Independent member. TheCommittee is Chaired by Cross Kgosidiile with NigelDixon-Warren serving as an Independent member.The Board is satisfied that the Committee membershave recent and relevant financial experience. Theimplementation of recommendations made by thisCommittee enhances the Group’s transparency andaccountability.The Company updated its Audit and Risk CommitteeCharter which was adopted on 1 September 2020.This document sets out the roles and responsibilitiesof the Committee as well as the requirements for itscomposition and meeting procedures.The Committee meets independently of the Boardtogether with the external auditors, representatives ofManagement and Executive Directors by invitation. Itis involved in the planning of the statutory annual auditat which a detailed risk assessment of the Group isperformed. The Committee reviews the consolidatedannual financial statements before publication andreceives a direct report from the auditors on the resultsand findings of the audit process. In accordance withthe Botswana Stock Exchange Listings Requirements2019 (Section 7.4 (a)) all related party transactionsare reviewed and recommended to the Board forapproval by this Committee.The other main duties of this Committee are to25provide the Board with additional assurance on thefollowing: the accuracy and reliability of the annualfinancial statements, that appropriate financial and operating controlsare in place, that significant operating and financial riskshave been identified, evaluated and mitigated, compliance by the Group with legal andregulatory requirements, consideration of the appropriateness of theexpertise and experience of the FinanceDirector, and the independence and performance of theGroup’s external auditors.The internal controls documented by Managementhave been reviewed by the Committee and foundto be adequate. During 2021 an independentexternal servicer provider will be sought to providean internal audit consultancy for the Group on anannual cyclical basis.Meetings and attendance during thefinancial year(The number in brackets represents the number ofmeetings held during the office of the member)Audit and risk committee CommitteemembermeetingsC Kgosidiile (Chairman)N Dixon-Warren3 (3)3 (3)DIRECTORS’DEALINGSThe Company operates a policy of prohibitingdealings by Directors and Management in periodsimmediately preceding the announcement of itsinterim and year-end financial results, and anyperiod when the Company is trading under acautionary announcement.COMPANYAND MEETINGSECRETARYA representative from PricewaterhouseCoopers,the Company Secretary, attends all Annual andExtraordinary General meetings. Managementprovide a meeting secretary to take minutes atthe Board and Committee meetings and these aresubsequently ratified by the Board. The removal ofthe Company Secretary is a matter for the Board asa whole.EXTERNALAUDITORSThe external auditors are responsible for theindependent review and the expression of an opinionon the reasonableness of the financial statementsbased on the audit. The audit partner was rotatedin 2015 in order to ensure continued independence.

26COMPLIANCE WITH KING IVExplanationThe tcomesSteers andsets strategicdirection1The Board should lead Has taken cognisance of the approach contained in King IV that the Company Ethical cultureethically and effectively.has a role to play in society and has an obligation to conduct itself as aresponsible corporate citizen. Transparency, integrity and accountability areall embedded beliefs which exist within the Company; Ensures the Company complies with all the BSE, IFRS and Companies Actrequirements. Minutes of all Board meetings are kept and made available tothe auditors upon request; Considers all available information before deciding to ensure that the decisionsthat are made are effective; Ensures that an ethical culture is embedded in its strategy, plans andperformance, despite the Company not having any employees; Feels strongly that it currently conducts its business ethically and with integrity; A Board Charter and a Code of Ethics and Business Conduct were drafted,approved and adopted by the Board of Directors on 1 September 2020. Thesedocuments commit the business practices which the Company follows towriting as well as the standards of behaviour required by personnel within theCompany. This ensures that an ethical culture permeates throughout Companyand Group as it evolves and grows.Steers andsets strategicdirection2The Board should govern Assumes responsibility for the governance of ethics as set out in the Code of Ethical culturethe ethics of the organisation Ethics and Business Conduct.in a way that supports theestablishment of an ethicalculture.Steers andsets strategicdirection3The Board should ensure Adopted King IV Code in 2018;Ethical culturethat the organisation is and Operates in a manner that considers the sustainability and financial health ofis seen to be a responsiblethe Company;corporate citizen. Incorporates environmental responsibilities into its decision-making processeswhen developing properties where practicable; Believes that as a property investment fund enabling individuals and pensionfunds to enjoy the benefits of property ownership, the Company should bemindful of maximising the returns to unitholders. As such it does not set a largebudget for donations and sponsorship but does assist the communities inwhich it operates where The Board:GovernanceoutcomesSteers andsets strategicdirection4TheBoardshould Assumes responsibility for strategy. This is formalised through its strategy Ethical culturedocument which is updated annually, tabled and adopted;appreciatethattheorganisation’s core purpose, Uses the approved strategy document to assist in making investment anddivestment decisions by applying the agreed parameters therein to eachits risks and opportunities,opportunity identified;strategy,businessmodel, performance and Makes only yield enhancing property acquisitions that provide sustainableearnings and support a platform for growth.sustainabledevelopmentare all inseparable elementsof the value creationprocess.Ste

for the primetime group of companies and was appointed as a director to PrimeTime’s Board in 2017. propertY Asset ANd mANAgemeNt teAm WANANANi NYAsuLu wani is the group finance manager for the primetime group of companies, having worked her way up in time projects from where she started i