HYPROP INVESTMENTS LIMITED - Capital raise in South Africa: Hyprop shares to be issued for cash and to acquire shares in MAS P.L.C.

Capital raise in South Africa: Hyprop shares to be issued for cash and to acquire shares in MAS P.L.C.

HYPROP INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/005284/06)
JSE share code: HYP ISIN: ZAE000190724
JSE bond issuer code: HYPI
(Approved as a REIT by the JSE)
("Hyprop" or "the Company")


CAPITAL RAISE IN SOUTH AFRICA: HYPROP SHARES TO BE ISSUED FOR CASH AND TO ACQUIRE SHARES IN MAS P.L.C


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, OUTSIDE SOUTH AFRICA

This announcement is not for publication or distribution, directly or indirectly, in or into any
jurisdiction or to any person in any jurisdiction where it would be in violation of any laws or
regulations. The persons into whose possession any document or other information referred to herein
comes, should inform themselves about and observe any such restriction in their jurisdiction. Any
failure to comply with these restrictions may constitute a violation of the laws of any such
jurisdiction.

INTRODUCTION

In-line with Hyprop's strategy of owning and managing dominant retail centres in mixed-use precincts
in key economic nodes within South Africa and Eastern Europe, and specifically the key priority to
secure new growth opportunities in Eastern Europe, Hyprop has evaluated acquiring a controlling
shareholding in MAS P.L.C ("MAS") pursuant to a conditional voluntary bid process (the "Voluntary
Bid"), as outlined below. Any Voluntary Bid would offer all MAS shareholders the opportunity to sell
their MAS shares in exchange for Hyprop shares (the "Share Exchange") or for cash (the "Cash Alternative").

THE CAPITAL RAISE

In preparation for the Voluntary Bid, Hyprop proposes raising funding by the issuance of new Hyprop
shares at pricing acceptable to Hyprop utilising Hyprop's general authority to issue shares for cash (the
"Capital Raise"). The Capital Raise will be by bookbuild managed by Java Capital as bookrunner.

In addition, Hyprop proposes to issue further new Hyprop shares in terms of the Share Exchange and
as a vendor consideration placement to fund the acquisition of MAS shares pursuant to acceptances of
the Cash Alternative (if required). Settlement of any vendor consideration placement will be subject to
the conditions to the Voluntary Bid.

In accordance with the JSE Listings Requirements and Hyprop's general authority to issue shares for
cash, related parties may participate in the Capital Raise provided they do so at the price at which the
book closes (subject to their maximum bid price). Hyprop will allocate shares to participants on a basis
that Hyprop in its discretion considers equitable, taking into account Hyprop's objectives and factors
including existing shareholdings in Hyprop and MAS, pricing and sizing of bids, receipt of early
submissions of commitments and due process.

This announcement is not an offer of Hyprop shares to the public or a general offer to holders of MAS
shares. Participation will be by invitation from Java Capital, which will provide invitees with the terms
and conditions of participation. Any agreements reached with participants will be subject to the
approval of Hyprop in its discretion.

The Capital Raise, which is now open, may be closed at any time.

THE VOLUNTARY BID

Any Voluntary Bid would offer all MAS shareholders the opportunity to sell their MAS shares in
exchange for Hyprop shares or for cash. The Share Exchange is an opportunity for MAS shareholders
to exchange their MAS shares for more liquid JSE and A2X -listed shares in Hyprop, and to continue
to participate in the future growth of Hyprop and MAS. 71% of Hyprop shares in issue traded on the
JSE and A2X in the 12 months preceding this announcement, for a value of c.R10.7 billion.

Hyprop's pricing for the Share Exchange and Cash Alternative will be determined with reference to the
closing market price of MAS shares on 23 May 2025, rather than the lower cash offer price of EUR0.85
per MAS share referred to in the announcement by MAS on 16 May 2025. The Voluntary Bid would
be subject to, inter alia, acceptances of the Cash Alternative not exceeding the maximum funding made
available for that purpose by Hyprop.

Java Capital's contact details are as follows:

Thys de Beer                                    Andrew Brooking
hyprop@javacapital.co.za                        hyprop@javacapital.co.za
Tel: +27 83 351 7683                            Tel: +27 83 642 0113

26 May 2025

Corporate advisor and sponsor
Java Capital


The Capital Raise is not an offer to the public as contemplated under the South African Companies Act,
No.71 of 2008 as amended ("Companies Act"), nor an offer of securities in any other jurisdiction.
Participation in the Capital Raise is reserved for invited investors only and subject to the terms and
conditions provided to the invited investors. Potential investors are only permitted to apply for shares
with a minimum total acquisition cost, per single addressee acting as principal, of greater than or equal
to ZAR1 000 000, unless the potential investor is a person, acting as principal, whose ordinary business,
or part of whose ordinary business, is to deal in securities, whether as principal or agent (in reliance
on Section 96(1)(a)(i) and 96(1)(b) of the Companies Act) or such applicant falls within one of the other
specified categories of persons listed in section 96(1) of the Companies Act.

This announcement is not for publication or distribution or release, directly or indirectly, in the United
States of America (including its territories and possessions, any state of the United States and the
District of Columbia) or any jurisdiction in which it would be unlawful to do so.

This announcement does not constitute or form part of an offer or solicitation of an offer to purchase
or subscribe for securities in the United States or any other jurisdiction. The securities referred to
herein have not been and will not be registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), and may not be offered or sold, directly or indirectly, in the United
States, absent registration or an exemption from, or transaction not subject to, the registration
requirements of the Securities Act. No public offering of securities is being made in the United States.
Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or
indirectly in or into the United States, Canada, Australia or Japan.

This announcement is for information purposes only and in member states of the European Economic
Area (other than the United Kingdom) is directed only at persons who are qualified investors (as defined
in article 2(1)(e) of EU directive 2003/71/EC (the "Prospectus Directive") and the relevant
implementing rules and regulations adopted by each Member State). In the United Kingdom, this
announcement is directed only at the following persons: investment professionals falling within article
19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"); and high net worth entities, and other persons to whom it may lawfully be communicated,
falling within article 49(2)(a) to (d) of the Order.

This announcement has been issued by and is the sole responsibility of Hyprop. No representation or
warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability
is or will be accepted by Java Capital or by any of their respective affiliates or agents as to, or in
relation to, the accuracy or completeness of this announcement or any other written or oral information
made available to or publicly available to any interested party or its advisers, and any liability therefore
is expressly disclaimed.

Date: 26-05-2025 08:15:00
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