PG Plc

Related Party Transaction • Nov 22, 2022

COMPANY ANNOUNCEMENT

The following is a company announcement issued by PG p.l.c. (C-78333) in terms of Capital Markets Rule 5.162 of the MFSA.

Date of Announcement:	22 November 2022
Ref.:	066/2022

Class 1 Transaction

QUOTE

The Board of Directors of PG p.l.c. (the "Company") hereby gives notice that, yesterday, on 21 November 2022, Pavi Shopping Complex Limited, a private limited liability company registered in Malta bearing company registration number C-41962, having its registered office situated at PG Group Head Offices, Pama Shopping Village, Valletta Road, Mosta MST9017, Malta, being a wholly-owned subsidiary of the Company (the "Purchaser"), entered into a promise of sale agreement (the "Agreement") with Nylon Knitting Limited, a private limited liability registered in Malta bearing company registration number C-401 and having its registered office situated at Nylon Knitting Limited, Manwel Dimech Street, Qormi, Malta (the "Vendor").

By virtue of the Agreement, the Vendor bound itself to sell and transfer to the Purchaser, that in turn bound itself to purchase and acquire the 'Property', namely, the temporary utile dominium for the period which remains from the original period of one hundred and fifty (150) years which commenced from 3 June 1963 of a divided portion of land forming part of the land known as 'ta' L-Istabar', in the limits of Qormi, in turn currently forming part of the site named 'Nylon Knitting'.

The Property thus forms part of the property granted by temporary emphyteusis by the Government of Malta to the Vendor in virtue of a public deed of 3 June 1963. It is accordingly subject to its share of the said annual and perpetual temporary ground-rent of one thousand and forty eight Euro and twenty two cents (€1,048.22).

The Property is otherwise free and unencumbered, with all its rights and appurtenances, and with vacant possession, free from any agricultural or other leases and not occupied by any third party.

The Property is being transferred for the consideration of seven million Euro (€7,000,000.00), ten percent (10%) of which sum has been paid by the Purchaser to the Vendor as a deposit

on account of the price. The remaining balance shall be settled upon entry into the final deed of sale by the parties.

No business is currently being carried on by, or through the use of, the net assets the subject of the transaction.

The effect of the transaction is that the Purchaser shall be adding said Property to its asset base, thus strengthening the property holding of the PG Group, of which the Company and the Purchaser form part.

The Agreement is subject to the relevant searches being carried out in respect of the Vendor and the Property being satisfactory. Should this condition not be satisfied, the Purchaser reserves the right to withdraw from the Agreement without loss, and in such an event the effects of the said Agreement shall lapse.

The Agreement shall remain valid and effective up to 30 January 2023.

Notary Sam Abela has been appointed by the parties to register the Agreement with the Inland Revenue Department.

As the Property is neither a business nor a company, there are no profits attributable to the Property, nor are they any key individuals that need to be identified pursuant to Capital Markets Rules 5.164.5 and 5.164.9 respectively.

UNQUOTE

By order of the Board.

_________________ Dr Emma Grech Company Secretary

22 November 2022