ACCELERATE PROPERTY FUND LIMITED - Classification in the general segment of the main board of the JSE Limited

Classification in the general segment of the main board of the JSE Limited

ACCELERATE PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration No 2005/015057/06)
JSE code: APF ISIN code: ZAE000185815
Bond company code: APFE
LEI: 378900D514788C447E45
(REIT status approved)
("Accelerate" or the "Company")


CLASSIFICATION IN THE GENERAL SEGMENT OF THE MAIN BOARD OF THE JSE LIMITED


The Company has noted with interest the recent changes made by the JSE in allowing companies to
move to the General Segment of the Main Board of the JSE Limited ("JSE"). These changes allow for
greater flexibility, time saving measures and cost reductions, which are important factors for the life
cycle of the Company, which is in the middle of its well-publicised restructuring plan.

During the last 18 months, the Company has made significant progress in implementing various critical
aspects of this restructure. Most notable are the disposal of non-core assets to reduce debt, the
implementation of a R200 million rights offer during July 2024, and the turnaround of the Company's
largest asset Fourways Mall, with vacancies reducing sharply as a result of new tenants being attracted
to the mall and various capex projects being completed on time and within budget.

The Accelerate Board has carefully considered the benefits and opportunities offered to issuers listed
in the General Segment of the JSE and believes that the Company's transfer to the General Segment
will enable it to streamline operations, reduce costs and allow Accelerate's management team to focus
on its turn-around strategy and business operations without detracting from the shareholder
protections that come with being listed on the JSE. Accelerate will continue to adhere to the highest
standards of corporate governance in its operations and engagements with shareholders.

The board of directors of Accelerate is therefore pleased to announce that the Company's application
to transfer its listing to the General Segment of the Main Board of the JSE Limited ("JSE") has been
approved by the JSE with effect from 27 June 2025. Consequently Accelerate will now be classified as
being a primary issuer listed in the General Segment of the JSE list.


Application of Listings Requirements – General Segment

In terms of paragraph 4.59 of the listings requirements of the JSE ("Listings Requirements")
classification in the General Segment allows Accelerate to apply the following:

•     Shareholder approval is not required for a general authority to repurchase shares in terms of
      paragraph 5.72 of the Requirements;
•     Shareholder approval is not required for a specific authority to repurchase shares in terms of
      paragraph 5.69 of the Requirements, subject thereto that no related parties are involved and the
      repurchase does not exceed 20% of shares in issue in any one financial year;
•     Fairness opinions are not required for related party corporate actions and transactions, with
      more focus being placed on governance arrangements and transparency and the exclusion from
      voting of related parties and their associates;
•     Issuers are only required to prepare annual reports within four months of their financial year
      end, with no obligation to release results announcements within three months. Accordingly,
      Accelerate will only be required to release its results for the year ended 31 March 2025 on or
      before 31 July 2025;
•     The preparation of pro forma financial information is not required for transaction/corporate
      actions, but rather a detailed narrative on the impact of the transaction/corporate action on the
      financial statements must be provided;
•     The percentage ratio (consideration measured against market capitalisation or dilution) for
      category 1 transactions is 50% or more. Category 2 requirements will be applicable for
      transactions with percentage ratios of between 5% and 50%;
•     Shareholder approval and a circular is not required for transactions by a subsidiary that is listed
      on the of the JSE;
•     Only two years' audited historical financial information is required to be disclosed on the subject
      of a category 1 transaction;
•     The percentage ratio to determine small-related party transactions is 3% and less than or equal
      to 10%;
•     A material shareholder for related party classification purposes is a shareholder holding 20% or
      more of the issued shares of the company; and
•     A pre-listing statement is required only for share issuances exceeding 100% of a company's
      shares in issue over a three-month period.

Shareholders are reminded that the provisions applicable to the companies in the General Segment
only have the specified different application as stated and the remainder of the provisions of the
Requirements continue to apply.

Issues of shares for cash

In terms of its Memorandum of Incorporation Accelerate is prohibited from applying the provisions of
paragraph 4.59(b) of the Requirements that provides for an automatic annual rolling general authority
to issue shares for cash, representing up to 10% of the issuer's issued share capital, without shareholder
approval. Accordingly, Accelerate's regulatory framework for general authorities to issue shares for
cash will remain unchanged.

The Company currently has a general authority to issue shares for cash in place, which it intends to
renew at its upcoming annual general meeting, and does not currently intend to amend its
Memorandum of Incorporation to align with the different application of paragraphs 5.52 and 5.53,
provided in paragraph 4.59(b) of the JSE Listings Requirements for issuers in the General Segment


Fourways
26 June 2025

Equity and Debt Sponsor
Questco Corporate Advisory

Date: 26-06-2025 05:32:00
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