Tigne Mall Plc

M&A Activity • Sep 10, 2024

Tigné Mall plc, The Point Shopping Mall, Management Suite, Tigné Point, TP 01, Malta T. (+356) 2247 0300 | WWW.THEPOINTMALTA.COM

Ref: TML 129/2024

COMPANY ANNOUNCEMENT

The following is a Company Announcement issued by Tigné Mall plc (C 35139) (the "Company") in terms of Chapter 5 of the Capital Markets Rules issued by the Malta Financial Services Authority

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Information to the Market

The Board of Directors of the Company hereby announces that it has today been notified by one of its shareholders, Marsamxett Properties Ltd. (having Maltese company registration number C.106474) of its intention to launch a conditional voluntary public takeover bid for the acquisition of all the issued share capital of the Company in accordance with Chapter 11 of the Capital Markets Rules.

The communication is being attached as Annex 1 to this Company Announcement.

The Company will keep the market updated in accordance with the Capital Market Rules.

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By order of the Board

Dr Maria Formosa Bonello Company Secretary

10 September 2024

VAT No. MT17560810 REG. No. C35139

Nineteen Twenty Three, Valletta Road Marsa, MRS 3000, Malta

T 00356 2568 1200 F 00356 2568 1838 E info à hiliventures com

Marsamxett Properties Ltd. Nineteen Twenty Three, Valletta Road, Marsa, MRS 3000, Malta

The Directors Tigné Mall p.l.c. Management Suite, The Point Shopping Mall, Pjazza Tigne Point, Sliema TP 01, Malta

September 10, 2024

Re: Conditional Voluntary Public Takeover Bid - Tigné Mall p.l.c.

Dear Sirs,

We are writing in our capacity as directors of Marsamxett Properties Ltd., a private limited liability company incorporated under the laws of Malta with company registration number C 106474 (the "Offeror"), in connection with a proposed voluntary bid by the Offeror for the acquisition of all of the issued share capital of Tigné Mall p.l.c., a public company incorporated under the laws of Malta with company registration number C 35139 (the "Company") having all of its share capital listed on the Malta Stock Exchange and held by the public, including by Marsamxett Properties Ltd.

Specifically, the Offeror hereby informs the Company of its intention to launch a conditional voluntary public takeover bid for all the issued share capital of the "Bid"), pursuant to the terms of an Offer Document to be published for the purpose in accordance with Chapter 11 of the Capital Markets Rules.

The Offeror confirms that, as at the date hereof, it holds 28,021,481 ordinary shares issued by the Company, amounting to just over 49.68% of the issued share capital of the Company, acquired through multiple transactions on the Malta Stock Exchange over a span of 10 months.

The Offeror is a subsidiary entity of Hili Ventures Limited (C 57902) and forms part of a diversified group of companies with interests in various segments including food service & retail, hospitality, shipping, technology, as well as commercial properties in Malta and across Europe.

If, pursuant to the Bid to be launched by the Offeror as aforesaid, the 90% "squeeze-out" threshold is reached and if the offer in question becomes unconditional, the Offeror intends to exercise its right set out in the Capital Markets Rules to require all the then-remaining shareholders of the Company to sell and transfer to the Offeror the remaining shares.

Further to the foregoing, we are seeking the Company's cooperation with respect to providing the Offeror with copies of the following:

• i. The public deed in the records of Notary Vincent Miceli of 15 June 2000 whereby the Government granted the temporary emphyteutical concession of immovable property at Tigné Point and Manoel Island for a period of 99 years commencing from 15 June 2000 to MIDI p.l.c.;
• ii. Same The public deed in the records of Notary Pierre Attard of 22 October 2010 whereby MIDI p.l.c. granted the property in question to the Company for the remaining period out of the original period of 99 years which commenced from 15 June 2000; and
• iii. Any other documentation which you believe may require third-party prior consent upon the possible change in control of the Company which may be brought about as a result of the proposed Bid.

We remain available for any clarification you may require in connection with the foregoing.

Yours sincerely,

Annabel Hili Director

Dorian Desira Director