MAS P L C : Acquisition of properties from a related party, amendments to the development joint venture agreement, cautionary

MAS P.L.C.

Registered in Malta Registration number C99355

JSE share code: MSP ISIN: VGG5884M1041

LEI code: 213800T1TZPGQ7HS4Q13 ('MAS', the 'Group' or the 'Company')

PROPOSED ACQUISITION OF PROPERTIES FROM A RELATED PARTY, PROPOSED AMENDMENTS TO THE DEVELOPMENT JOINT VENTURE AGREEMENT AND CAUTIONARY ANNOUNCEMENT

Shareholders are advised 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 commercial retail centres in Romania (the 'Properties') (the 'Proposed Acquisition'). MAS owns 40% of PKM Development's ordinary share capital.

PKM Development is the development joint venture established in March 2016 (the 'DJV') in terms of the Amended and Restated Framework Investment Agreement relating to PKM Development Limited, dated 28 July 2017, between Prime Kapital Holdings Limited ('Prime Kapital'), PKM Development, MAS and MAS CEE Developments Limited (the 'DJV Agreement').

Contemporaneously with the Proposed Acquisition, MAS proposes to execute certain amendments to the DJV Agreement to extend the duration of the DJV Agreement and increase MAS' funding commitment to the DJV ('DJV Amendment Agreement').

The Proposed Acquisition and DJV Amendment Agreement (the 'Transactions') remain subject to the agreement of terms and the conclusion, execution and implementation of formal agreements. When agreements have been executed, a further announcement will be published, detailing the terms of the Transactions.

The Transactions are classified as related party transactions as PKM Development is an associate of Martin Slabbert (former CEO and current Non-Executive Director of MAS) and of Victor Semionov (former Executive Director of MAS) via Prime Kapital which holds 60% of the common equity in PKM Development. PKM Development holds 70 998 476 shares in MAS and Prime Kapital holds 60 650 000 shares in MAS. Prime Kapital and associates (including shareholdings of DJV, Martin Slabbert, Victor Semionov and other associates) hold 153 628 167 MAS shares, representing 21.5% of MAS' ordinary shares.

The Transactions are consistent with MAS' strategic objectives, published with the Group's financial results for the period to 30 June 2021, set to be achieved by the end of the 2026 financial year, being:

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

• - completion of commercial developments to the cost of approximately €600 million at a weighted initial net yield of more than 9% by the DJV over this period;

• - residential sales and deliveries by the DJV of approximately €200 million per annum by the 2026 financial year at net after tax margins of approximately 20%, and

• - direct acquisitions of high-quality CEE based commercial assets to the value of at least €150 million during the 2022 financial year and a further €50 million by the end of the 2023 financial year.

Achieving these strategic objectives is expected to lead to substantial improvements in total returns per share and implies an increase in scale that will position MAS well for an investment-grade credit rating, which will enable further flexible access to debt finance at optimal cost. The Transactions, if concluded, provide MAS the opportunity to add additional scale to its operations in CEE via attractive direct acquisitions, and to significantly extend the benefits expected to be derived from ongoing commercial and residential development activities housed in the DJV.

Shareholders are advised to exercise caution when dealing in the Company's securities until a further announcement is made in relation to the Transactions.

22 April 2022

For further information please contact:
Leon Allison, MAS P.L.C.	+ 27 82 307 3667
Dan Petrisor, MAS P.L.C.	+ 40 741 184 921
Java Capital, JSE Sponsor	+ 27 11 722 3050