PUTPROP LIMITED — M&A Activity 2026

Apr 28, 2026

PUTPROP LIMITED
Incorporated in the Republic of South Africa
(Registration number 1998/001085/06)
Share code: PPR ISIN: ZAE0000072310
("Putprop" or "the Company")

DISPOSAL OF A 50% UNDIVIDED SHARE IN THE CORRIDOR HILL RENTAL ENTERPRISE

1. INTRODUCTION

1.1 Shareholders are advised that on 28 April 2026 ("Signature Date"), Putprop's wholly-owned subsidiary, Corridor Hill Properties Proprietary Limited ("Corridor Hill" or the "Seller"), entered into a sale of rental enterprise agreement ("Agreement") with Bidvest Properties Proprietary Limited ("Purchaser") in respect of which the Purchaser will acquire the Seller's share in the Corridor Hill rental enterprise ("Sale Business") as described in paragraph 1.2 below, for a cash purchase consideration of R34 700 000 ("Disposal").

The Purchaser is owned by Bidvest Property Holdings Proprietary Limited (100%).

The Purchaser is not a related party to Putprop.

1.2 The Sale Business means a 50% undivided share in the "Business" (including a 50% undivided share in the "Property" ("Undivided Share") as described in paragraphs 1.2.1 and 1.2.2, respectively, below.

1.2.1 The Business comprises:

1.2.1.1 the rental enterprise conducted by the Seller and the Purchaser in respect of the buildings and all other improvements constructed on Erf 28 ("Leased Premises"), which includes the Leased Premises and buildings, together with all improvements and non-tenant fixtures thereon;

1.2.1.2 the goodwill associated with the Business;

1.2.1.3 all contracts entered into by the Seller in respect of the Business that are in force as at 1 May 2026 ("Effective Date"), including all service level agreements, maintenance contracts and equipment hire contracts ("Contracts"); and

1.2.1.4 the written lease agreement entered into between the parties to the Agreement (referred to individually herein as "Party" and collectively as "Parties") and McCarthy Limited ("Tenant") in respect of the Leased Premises.

1.2.2 The Property collectively comprises Erf 27 and Erf 28, situate in the township Corridor Hill, Registration Division JS, Mpumalanga.

2. THE DISPOSAL

2.1 Additional details of the Property

The Property is held under Title Deed No. T15604/2008. Erf 27 measures 3 468m² and Erf 28 measures 1.2893 hectares in extent.

The Property has a total rentable area of 5 835m². As at the Effective Date, the weighted average rental is R126.80 per m².

The Leased Premises are currently utilised for retail operations by the Tenant.

2.2 Rationale for the Disposal and Application of Disposal Proceeds

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2.2.1 The Disposal is in line with Putprop's strategy to realise value from non-core assets and to redeploy capital into income-generating properties.

2.2.2 The proceeds of the Disposal will be utilised by Putprop to reduce debt and/or for investment in income-producing properties.

2.3 Effective Date and Consideration

2.3.1 The Seller will sell and the Purchaser will purchase the Sale Business as a going concern with commercial effect from the Effective Date, as further detailed in paragraph 2.5 below.

2.3.2 With effect from the Effective Date, the Seller will also cede to the Purchaser a 50% undivided share of its rights and interest in the Contracts and delegate a corresponding share of its obligations thereunder, excluding any amounts owing prior to the Effective Date.

2.3.3 The consideration payable by the Purchaser for the Sale Business is an amount of R34 700 000, excluding VAT ("Purchase Price").

2.3.4 The Purchaser will pay the Purchase Price into the conveyancer's trust account on or by the Effective Date against a VAT invoice.

2.4 Condition Precedent

2.4.1 The Disposal is subject to the fulfilment that, by not later than five business days after the Signature Date ("Due Date"), each Party will furnish the other with written approval from its board of directors authorising the Party to enter into and implement its obligations under the Agreement.

2.4.2 The condition cannot be waived, save by written agreement between the Parties.

2.4.3 In the event that the condition is not fulfilled or waived on or before the Due Date (or such later date as may be agreed in writing between the Parties prior thereto), the provisions of the Agreement, save for certain binding clauses which will remain of full force and effect, will lapse and none of the Parties will have any claim against the other.

2.5 Other significant terms

2.5.1 Possession and control of the Sale Business will be given to and taken by the Purchaser on the Effective Date.

2.5.2 Ownership of the Sale Business (excluding the Undivided Share) will be transferred to the Purchaser on the Effective Date and ownership of the Undivided Share will be transferred to the Purchaser on the date of registration of transfer of the Undivided Share into the name of the Purchaser ("Transfer Date").

2.5.3 From the Effective Date, given that the Undivided Share will not yet have transferred to the Purchaser, the Seller will separately let to the Purchaser the Undivided Share from the Effective Date for a period of 99 years or until registration of transfer to the Purchaser, whichever is earlier, at a rental of R1.00 ("Long Term Lease").

2.5.4 With effect from the Transfer Date, the McCarthy VW Corridor Hill Co-Ownership ("Co-Ownership") established in terms of the written co-ownership agreement entered into between the Parties on 5 March 2015, regulating their relationship in respect of the Property ("Co-Ownership Agreement"), will cease to exist.

2.5.5 If transfer of the Undivided Share has not occurred by 31 December 2026 ("Longstop Date"), the Purchaser may cancel the Agreement by written notice, whereupon all ceded rights and delegated obligations will, with effect from such notice, be re-ceded and re-delegated to the Seller and the Co-Ownership structure reinstated.

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2.5.6 The Agreement contains warranties and undertakings which are standard for transactions of this nature.

3. VALUATION OF THE PROPERTY

A valuation of the Company's total property portfolio was performed as at 30 June 2025 by Spectrum Valuations and Asset Solutions Proprietary Limited, an independent valuation firm whose valuers are registered with the South African Council for the Property Valuers Profession in terms of the Property Valuers Profession Act, 2000 (Act 47 of 2000) ("Act").

These independent valuations are supported by the Board. The members of the Board are not independent valuers and are not registered as professional valuers or as professional associate valuers in terms of the Act.

As extracted from the audited annual financial statements of the Company for the year ended 30 June 2025, the Property was valued at an amount of R37 600 000.

4. FINANCIAL INFORMATION

The value of the net assets of the Sale Business as per the audited annual financial statements for the year ended 30 June 2025 is R13 765 549 and R14 865 327 as per the interim financial statement for the period ended 31 December 2025. The operating costs included in profit before tax attributable to the Sale Business, for the year ended 30 June 2025 amounted to R496 305 and for the period ended 31 December 2025 amounted to R236 865.

The audited annual financial statements of the Company for the year ended 30 June 2025 and interim financial statements for the period ended 31 December 2025 were prepared in accordance with International Financial Reporting Standards and the Companies Act (Act 71 of 2008), as amended.

5. CATEGORISATION OF THE DISPOSAL

The Disposal is classified as a Category 2 transaction in terms of the Listings Requirements of the JSE Limited and accordingly, does not require shareholder approval.

Johannesburg
28 April 2026

Sponsor
Merchantec Capital