REDEFINE PROPERTIES LIMITED - Horse Group S.A R.L. joint venture restructure

Horse Group S.A R.L. joint venture restructure

REDEFINE PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1999/018591/06)
JSE share code: RDF ISIN: ZAE000190252
Debt company code: BIRDF
(Approved as a REIT by the JSE)
("Redefine" or the "Company")


HORSE GROUP S.A R.L. JOINT VENTURE RESTRUCTURE


INTRODUCTION AND RATIONALE

Shareholders are advised that Redefine's wholly owned subsidiary, Redefine Europe B.V.
("Redefine Europe"), and EPP N.V.'s ("EPP") wholly owned subsidiary, EPP GP B.V. ("EPP GP"),
have restructured the ownership of Horse Group S.a r.l. ("Horse Group"), with an effective date of
1 October 2026 (the "Restructure").

Horse Group was established in March 2022 as a joint venture between Redefine Europe, EPP GP
and Horse JV Lux S.a r.l. ("Horse JV Lux"). It holds a portfolio of retail assets across Poland, which
are managed by EPP. The Restructure facilitates an orderly exit for Horse JV Lux ahead of the
scheduled maturity of its investment in March 2027.

The Restructure is in line with Redefine’s strategy to reduce the complexity of its Polish joint ventures
and improve the return and level of cash-backed earnings from the joint ventures.

TERMS OF THE RESTRUCTURE

Prior to the Restructure, Horse Group disposed of Power Park Kielce for net proceeds of
EUR24.4 million. The proceeds were used to reduce Horse JV Lux’s shareholder loan in Horse
Group.

In terms of the Restructure, EPP GP subscribed for additional Class A shares for a consideration of
EUR59.2 million and RMB Investments and Advisory Proprietary Limited ("RMBIA") subscribed for
additional Class B shares for a consideration of EUR66.0 million. Horse Group applied the
subscription proceeds, together with other available funds, to acquire and cancel Horse JV Lux’s
50% equity interest in Horse Group for an aggregate consideration of EUR126.4 million.

The total consideration, including proceeds from disposal of Power Park Kielce and considerations
for shares, amounted to EUR150.8 million.

The Horse Group equity interest following the Restructure is as follows:

                                                                      Equity
                                               Number of          investment        Equity interest
 Shareholder        Share class                   shares               (EUR)                    (%)
 
 EPP GP                       A              185 897 534         170 150 000                   59.4
 RMBIA                        B               66 000 000          66 000 000                   23.1
 Redefine Europe              C               48 973 310          50 000 000                   17.5
 Total                                       300 870 844         286 150 000                  100.0

Horse Group will remain a joint venture on the basis that it will be jointly controlled by EPP GP,
Redefine Europe and RMBIA pursuant to the shareholders agreement and no single party will have
outright control of the company.

The Horse Group board of directors (the "Board") will meet quarterly to determine whether a
distribution can be made to its shareholders. If the Board elects to pay a distribution for the quarter,
it will be made in the following order of priority:

   (i)     first, to RMBIA until an aggregate amount of EUR0.018 per Class B Share has in terms
           of that distribution been paid;
   (ii)    second, to Redefine Europe, until an aggregate amount of EUR0.0128 per Class C Share
           has in terms of that distribution been paid;
   (iii)   third, to EPP GP, until an aggregate amount of EUR0.0183 per Class A Share has in
           terms of that distribution been paid; and
   (iv)    thereafter, in the following proportions –
           a. 76.9% to EPP GP; and
           b. 23.1% to RMBIA.

ARRANGEMENTS RELATING TO RMBIA

EPP GP, as sole marketing agent, is responsible for identifying and soliciting potential acquirors for
RMBIA’s interest in Horse Group with a view to maximising the value realised by RMBIA.

If specified trigger events occur and RMBIA fails to achieve a specified return on its investment,
EPP GP shall pay RMBIA an amount equal to the difference between the disposal proceeds realised
from a third party and the required return on its investment.

JSE CATEGORISATION

The Restructure is not categorisable in terms of the JSE Listings Requirements and the disclosures
provided in this announcement are voluntary and for information purposes only.

13 October 2026


Sponsor
Java Capital
Date: 13/10/2026 03:15:00
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