MAS PLC - Cautionary announcement

Cautionary announcement

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

CAUTIONARY ANNOUNCEMENT


Shareholders are advised that MAS is considering strategic options regarding its development joint venture with Prime Kapital.

The development joint venture is a separate corporate entity named PKM Development Ltd ('PKM Development' or the 'DJV') and an associate of
MAS since 2016 with independent governance. MAS owns 40% of PKM Development's ordinary equity, an investment conditional on it irrevocably
undertaking to provide preferred equity to PKM Development on notice of drawdown. Prime Kapital owns the 60% balance of the ordinary equity in
PKM Development and controls capital allocation in the DJV. Prime Kapital's development platform, comprising people, know-how, systems, data and
other intellectual property owned or utilised by Prime Kapital, provides the DJV with services that enable it to undertake commercial developments.

MAS is currently considering a proposal to simplify and achieve control of the DJV, to result in improved operational capabilities, with the objectives of
enhancing MAS' long-term total return and growth prospects in a way that is credit positive and unlocks access to cost-effective debt. It is proposed
that the DJV would acquire Prime Kapital's commercial development platform and Prime Kapital's interests in the DJV while disposing of its residential
assets and residential development pipeline to Prime Kapital ('Proposed Restructure').

If the Proposed Restructure is concluded, the DJV would become a wholly-owned subsidiary of MAS, owning the current DJV commercial assets, the
DJV commercial development pipeline and Prime Kapital's commercial development platform. For MAS, this would achieve:

     (i)   full ownership of high-quality DJV commercial assets, including Carolina Mall, Arges Mall and Mall Moldova (the latter an asset currently
           under development and expected to be complete in April 2025),
    (ii)   full benefits of the DJV's secured and unsecured development pipeline which includes Transilvania Mall, Bacau Mall developments and
           extensive further unsecured opportunities,
   (iii)   significantly improved total return and asset growth prospects,
    (iv)   improved credit rating prospects and substantial further debt access via control of high-quality commercial assets with limited gearing, a
           simplified structure and improved operational efficiencies, and
     (v)   unrivalled investment and commercial development capabilities.

The process underway follows the appointment of Java Capital to provide the Board with independent advice. The ongoing process is expected to
conclude by 31 August 2024, at which point a further announcement will follow. In the meantime, pending further announcements, shareholders are
advised to exercise caution in dealing in their MAS shares.

9 July 2024


For further information please contact:
Irina Grigore, MAS P.L.C.                                                       +356 27 66 36 91
Java Capital, Corporate advisor and JSE Sponsor                                  +27 11 722 3050
Cliffe Dekker Hofmeyr Inc., Legal advisor                                        +27 21 481 6300

Date: 09-07-2024 05:00:00
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