Internalisation of investment adviser, update on migration of JSE listing and withdrawal of cautionary announcement MAS Real Estate Inc. Registered in the British Virgin Islands Registration number 1750199 Registered as an external company in the Republic of South Africa Registration number 2010/000338/10 SEDOL (XLUX): B96VLJ5 SEDOL (ALTX): B96TSD2 JSE share code: MSP ISIN: VGG5884M1041 (“MAS” or the “Company” or the “MAS group”) INTERNALISATION OF INVESTMENT ADVISER, UPDATE ON MIGRATION OF JSE LISTING AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT INTERNALISATION OF THE INVESTMENT ADVISER Further to the cautionary announcement issued by the Company on 4 August 2014 in which shareholders were advised that the board of directors of MAS was exploring the internalisation of the investment management function of the MAS group, the Company is pleased to announce that it has completed the process of internalisation through the acquisition of 100% of the issued shares in MAS Property Advisors Limited (“MAS Prop”) for an aggregate purchase price of EUR25 million (the “acquisition” or “internalisation”). The acquisition was completed on 15 October 2014 and is effective from that date. The purchase price will be partly settled by way of a cash payment of EUR12.5 million and the balance will be settled through the issuance of 9,751,326 ordinary shares in the Company at a price per share of EUR1.28188 (a ZAR equivalent of R17.95166 per share) (the “Consideration Shares”). As part of the internalisation, members of the executive management team of the Company, or entities related to the management team, will receive Consideration Shares, which shares are subject to lock-up restrictions with one-third being available for trading on each of the 3rd, 4th and 5th anniversary of the internalisation. 1,462,699 Consideration Shares will be issued to an associate of Malcolm Levy, and 487,566 Consideration Shares will be issued directly to Jonathan Knight. RATIONALE FOR THE INTERNALISATION MAS Prop was established in 2008 for the sole purpose of providing investment advisory services to the MAS group. This appointment has enhanced the growth and performance of the Company to date. However the board believes that there are strong benefits to internalising the investment advisory function at this time, including improved alignment of interests of management, the ability to enhance the yield to investors and improved market perception of MAS. The executive management has undertaken to remain employed by MAS Prop for a minimum period of 5 years after the completion date of the acquisition. The internalisation also facilitates the migration of the Company from the Alternative Exchange (“the AltX”) to the Main Board of the JSE and potentially increases its ability to raise further capital. LISTING OF THE CONSIDERATION SHARES The date that the Consideration Shares are expected to be listed on the Euro MTF Market of the Luxembourg Stock Exchange (“LuxSE”) and the JSE will be announced in due course. The Consideration Shares shall rank pari passu with the existing ordinary shares of the Company which are currently in issue. UPDATE ON MIGRATION OF THE JSE LISTING The acquisition of the MAS group’s investment adviser was a key step for the Company’s migration of its listing from the AltX of the JSE to the JSE’s Main Board. In this regard, the Company has already commenced engaging with the JSE through the Company’s JSE sponsor, Java Capital, for purposes of progressing and finalising the Company’s migration, which process is anticipated to complete by the end of the 2014 calendar year. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT Following the release of this announcement, shareholders are advised that they are no longer required to exercise caution in respect of the acquisition when dealing in their MAS shares. MAS has its primary listing on the Euro MTF Market of the LuxSE and a secondary listing on the AltX of the JSE. 16 October 2014 For further information please contact: Helen Cullen, Company Secretary, MAS Real Estate Inc. +44 1624 625 000 Java Capital, South African corporate advisor and JSE Sponsor +27 11 283 0042 Charl Brand, M Partners, Luxembourg +352 263 868 602 Date: 16/10/2014 01:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.