MAS PLC: Acquisition of Properties from Related Party, Amendments to Development Joint Venture Agreement, Cautionary Note

MAS-API

Registered in Malta Registration number C99355

JSE share code: MSP ISIN: VGG5884M1041

LEI code: 213800T1TZPGQ7HS4Q13 (‘SAM‘, the ‘Group‘ or the ‘Company‘)

PROPOSED ACQUISITION OF RELATED PARTY PROPERTIES, PROPOSED AMENDMENTS TO DEVELOPMENT JOINT VENTURE AGREEMENT AND DISCLAIMER

Shareholders are informed that MAS has entered into negotiations to acquire 100% of the share capital and shareholder loans of six subsidiaries of PKM Development Limited (PKM development), owning six shopping centers in Romania (the Properties) (the Acquisition project). MAS owns 40% of PKM Development ordinary share capital.

PKM Development is the development joint venture created in March 2016 (the DJV) pursuant to the Amended and Restated Master Investment Agreement relating to PKM Development Limited, dated July 28, 2017, between Prime Kapital Holdings Limited (Premier Capital), PKM Development, MAS and MAS CEE Developments Limited (the DJV Agreement).

Concurrent with the proposed acquisition, MAS proposes to execute certain amendments to the DJV agreement to extend the term of the DJV agreement and increase funding for SAM commitment to the DJV (‘DJV addendum contract‘).

The Proposed Acquisition and Amending Agreement of DJV (there ‘Transactions‘) remain subject to the agreement of terms and the conclusion, execution and implementation of formal agreements. When the agreements have been signed, a new announcement will be published detailing the terms of the Transactions.

The transactions are classified as related party transactions because PKM Development is a partner of Martin Slabbert (former CEO and current non-executive director of MAS) and Victor Semionov (former executive director of MAS) through Prime Kapital which owns 60% of the capital equity in the development of PKM. PKM Development owns 70,998,476 shares in MAS and Prime Kapital owns 60,650,000 shares in MAS. Prime Kapital and associates (including the participations of DJV, Martin Slabbert, Victor Semionov and other associates) hold 153 628,167 MAS shares, representing 21.5% of MAS ordinary shares.

Transactions are consistent with the strategic objectives of MASpublished with the Groupit’s financial results as of June 30, 2021, to be achieved by the end of the 2026 financial year, namely:

  • – net annual like-for-like rental growth of at least 4% on CEE retail assets from a normalized post-Covid-19 base, in addition to specific asset management initiatives to improve occupancy rates current CEE business assets at 99% beyond period;

  • the completion of commercial developments at a cost of approximately €600 million at an initial net price yield greater than 9% by the DJV over this period;

  • – residential sales and deliveries by the DJV of around 200 million euros per year by FY2026 year at net after-tax margins of approximately 20%, and

  • – direct acquisitions ofquality commercial assets based in the CEECs for a value of at least 150 million euros fiscal year 2022 and an additional €50 million by the end of fiscal year 2023.

Achieving these strategic objectives should lead to substantial improvements in total returns per share and involves an increase in scale that will position MAS well for an investment grade credit rating, which will enable more flexible access to debt financing at a optimum cost. The transactions, if completed, provide MAS with the opportunity to add further scale to its operations in the CEE countries via attractive direct acquisitions, and significantly expand the expected benefits of the ongoing commercial and residential development activities hosted in the DJV.

Shareholders are urged to exercise caution when trading Company securities until further notice. announcement is made in connection with the Transactions.

April 22, 2022

For more information, please contact:

Leon Allison, MAS PLC

+ 27 82 307 3667

Dan Petrisor, MAS PLC

+ 40 741 184 921

Java Capital, JSE Sponsor

+ 27 11 722 3050

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