MAS PLC - Termination of the conditional voluntary bid by Hyprop Investments Limited to acquire a controlling interest in MAS

Termination of the conditional voluntary bid by Hyprop Investments Limited to acquire a controlling interest in MAS

MAS P.L.C.
Registered in Malta
Registration number C 99355
JSE share code: MSP
ISIN: VGG5884M1041
LEI code: 213800T1TZPGQ7HS4Q13
("MAS" or the "Company")


TERMINATION OF THE CONDITIONAL VOLUNTARY BID BY HYPROP INVESTMENTS LIMITED TO ACQUIRE A CONTROLLING INTEREST IN MAS


Unless the context dictates otherwise, capitalised terms used in this announcement will have the same
meanings assigned to them in the Hyprop Bid Document and MAS announcement published on SENS
on 21 July 2025.

MAS shareholders are referred to the Hyprop Investments Limited ("Hyprop") announcement published
on SENS on 25 July 2025, wherein Shareholders are notified that the Hyprop Voluntary Bid has been
terminated.

MAS engagement with Hyprop

Consistent with its approach of engaging with any bona fide offeror, MAS engaged with Hyprop in
respect of certain of their conditions precedent to Hyprop's Voluntary Bid. There was no meaningful
engagement by Hyprop with the MAS Board prior to the launch of the Hyprop Voluntary Bid on 18 July
2025.

One of the various conditions precedent to the Hyprop Voluntary Bid was access to the DJV
Agreements, in relation to which:

-   On 4 July 2025 MAS published a summary of the DJV Agreements. MAS took steps to ensure
    that that summary is accurate and comprehensive and obtained Prime Kapital's consent for
    that disclosure, but this did not result in MAS being entitled to disclose copies of the DJV
    Agreements to Hyprop.

-   On 8 July 2025 (prior to the Hyprop Voluntary Bid being made), MAS wrote to Hyprop and
    informed Hyprop that, pursuant to the confidentiality provisions thereof, MAS is not permitted
    to disclose copies of the DJV Agreements to Hyprop. The fact that Hyprop's offer was made
    conditional on such disclosure, does not change MAS's legal position.

-   On 23 July 2025, MAS confirmed in writing to Hyprop that MAS is of the view that the DJV
    Agreements do not contain any unpublished, price-sensitive information.

-   Given Hyprop's pre-existing knowledge of MAS's legal position, MAS is not aware of the basis
    on which Hyprop could reasonably have expected the condition requiring the disclosure of the
     DJV Agreements to have been satisfied.

The Independent Board and its advisors will continue to engage Shareholders and proactively evaluate
strategic value unlock opportunities.


25 July 2025

For further information please contact:

 Irina Grigore, MAS P.L.C.                          +356 27 66 36 91
 Valeo Capital, JSE Sponsor                         +27 21 851 0091
Investec Bank Limited, Corporate Advisor   +27 11 291 3269
Webber Wentzel, Legal Advisor

Date: 25-07-2025 01:16:00
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