PUTPROP LIMITED - Announcement regarding the posting of a Circular to Putprop Shareholders and a Notice of General Meeting

Evidence from the filing

• The proposed scheme consideration represents a 99.1% premium to Putprop’s R4.52 closing price on 29 September 2026.

  “The Scheme Consideration represents a premium of 99.1% to the closing price of the Putprop ordinary shares of R4.52 on 29 September 2026, being the last trading day prior to the release on SENS of the cautionary announcement relating to the Scheme, and premiums of 65.8%, 65.8% and 46.9% to the volume-weighted average traded price of the Putprop ordinary shares over the 30, 60 and 90 trading days up to and including that date, respectively.”

• Irrevocable undertakings cover 9,386,375 shares, representing 69.29% of the Scheme Shares, in favour of the General Meeting resolutions.

  “Putprop has received irrevocable undertakings from Shareholders holding in aggregate 9,386,375 Putprop ordinary shares, representing 69.29% of the Scheme Shares and 22.13% of the Putprop ordinary shares in issue, to vote in favour of the resolutions to be proposed at the General Meeting.”

• The Independent Expert concluded that the scheme terms, conditions and consideration are fair and reasonable to Scheme Participants.

  “The Independent Expert has concluded that the terms and conditions of the Scheme, and the Scheme Consideration, are fair and reasonable to the Scheme Participants.”

• The Independent Board unanimously considers the scheme consideration fair and reasonable and recommends that Scheme Participants vote in favour.

  “The Independent Board, having considered the terms and conditions of the Scheme and taken account of the report of the Independent Expert as required by Regulation 110 of the Takeover Regulations, is of the opinion that the Scheme Consideration is fair and reasonable to the Scheme Participants, and accordingly recommends that Scheme Participants vote in favour of the resolutions set out in the notice convening the General Meeting. The members of the Independent Board are unanimous in that opinion and recommendation.”

• The scheme provides for the repurchase of a maximum of 13,545,666 shares, representing 31.94% of Putprop’s issued shares, for cash consideration of R9.00 per share.

  “In terms of the Scheme, Putprop will repurchase all of the ordinary shares in its issued share capital, other than the ordinary shares held by the Shareholders comprising the Carleo Group (as defined in the Circular) (“the Excluded Shareholders”), being a maximum of 13,545,666 Putprop ordinary shares representing 31.94% of the ordinary shares in issue (“the Scheme Shares”), from the holders of the Scheme Shares (“the Scheme Participants”), for a cash consideration of R9.00 (900.00 cents) per Scheme Share (“the Scheme Consideration”). The maximum aggregate Scheme Consideration is R121,910,994.”

• Most Scheme Conditions are regulatory or statutory and cannot be waived by Putprop, increasing execution risk.

  “Save for the Scheme Condition referred to in paragraph 3.1.4, which may be waived by Putprop and any waiver of which will be released on SENS, the Scheme Conditions are regulatory or statutory in nature and are not capable of being waived, in whole or in part, by Putprop.”

• If the conditions are not fulfilled or waived by the Long Stop Date, the Scheme and Delisting will not occur and Shareholders will retain their shares.

  “If the Scheme Conditions are not fulfilled or, where capable of waiver, waived by the Long Stop Date, the Scheme will not be implemented, the Delisting will not take place and Shareholders will retain their Putprop ordinary shares.”

• Implementation will not occur until the TRP issues a compliance certificate, adding a further procedural dependency.

  “Whilst not a Scheme Condition, the Scheme will not be implemented until a compliance certificate has been issued by the TRP in terms of section 119(4)(b), read with section 121(b), of the Companies Act.”

• Implementation would remove all Putprop shares from the JSE Main Board and leave 28,859,467 issued shares held entirely by the Excluded Shareholders.

  “Upon implementation of the Scheme, the listing of all of the Putprop ordinary shares will be removed from the Main Board of the JSE in terms of paragraph 1.8(d) of the JSE Listings Requirements (“the Delisting”). Following implementation of the Scheme, Putprop will have 28,859,467 ordinary shares in issue, all of which will be held by the Excluded Shareholders.”

• Corporate Scheme Participants may, in certain circumstances, have an exempt Scheme dividend treated as income or proceeds under anti-avoidance rules.

  “Corporate Scheme Participants are referred to the anti-avoidance rules in section 22B of the Income Tax Act and paragraph 43A of the Eighth Schedule, which may in certain circumstances treat an exempt dividend received in respect of the Scheme Shares as income or as proceeds.”

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