SOUTHERN SUN LIMITED - Proposed Transaction to Acquire a 50% Undivided Share in certain Sandton Consortium Properties Operated by the Group

Proposed Transaction to Acquire a 50% Undivided Share in certain Sandton Consortium Properties Operated by the Group

Southern Sun Limited
Incorporated in the Republic of South Africa
Registration number 2002/006356/06
Share Code: SSU ISIN: ZAE000272522
("Southern Sun" or "the Company" or "the Group")


PROPOSED TRANSACTION TO ACQUIRE A 50% UNDIVIDED SHARE IN CERTAIN SANDTON CONSORTIUM PROPERTIES OPERATED BY THE GROUP

1.   INTRODUCTION AND DESCRIPTION OF THE ASSETS

     1.1. Southern Sun currently operates the Sandton Sun, Sandton Towers, Garden Court Sandton City and the
          Sandton Convention Centre (the "Sandton Consortium Properties") under long-term lease and management
          contracts for Liberty Group Limited ("Liberty") and Pareto Limited ("Pareto") who respectively own undivided
          shares in the Sandton Consortium Properties of 75% and 25%.

     1.2. Liberty is a wholly owned subsidiary of the Standard Bank Group and Pareto is 100% owned by the Government
          Employee's Pension Fund, which is managed via the Public Investment Corporation (SOC) Limited.

     1.3. The Sandton Towers, Garden Court Sandton City, Sandton Convention Centre and the Virgin Active Sandton
          (collectively, the "Target Assets") are located on Erf 596 Sandown Extension 38 Township, Registration Division
          IR, Gauteng Province ("Target Property"). The Virgin Active Sandton is leased to the Virgin Active Group.

     1.4. Southern Sun and Pareto have reached non-binding terms with Liberty (collectively, the "Parties") to acquire,
          as indivisible transactions, the Target Assets making up the Target Property and associated rental enterprises
          such that Pareto will increase its share from the existing 25% to 50%, and Southern Sun will acquire the
          remaining 50% ("Proposed Transaction").

     1.5. The Sandton Sun hotel, which is not situated on the Target Property, will continue to be owned by Liberty and
          Pareto in their existing proportions of 75% and 25% respectively with Southern Sun continuing to operate the
          hotel under a long-term lease agreement.

2.   RATIONALE FOR THE ACQUISITION

     Southern Sun owns, either through freehold or leasehold title, 85% of its total hotel portfolio. The Proposed
     Transaction aligns with Southern Sun's strategy to strengthen its portfolio of high quality, strategically located assets
     in key metropolitan nodes and presents an opportunity to increase the Group's freehold exposure to world-class
     hospitality assets alongside long-standing partners.
3.   TRANSACTION AGREEMENTS

     Southern Sun, Liberty and Pareto will enter into various transaction agreements to conclude the Proposed
     Transaction and to govern the respective interests of Southern Sun and Pareto in the Proposed Transaction, with
     effect from the effective date.

4.   PURCHASE CONSIDERATION

     The aggregate value of Liberty's 75% interest in the Target Assets is R1 102 million ("Aggregate Purchase Price")
     with Southern Sun's 50% share equating to R735 million, payable in cash from available debt facilities.

5.   CONDITIONS PRECEDENT

     The Proposed Transaction is subject to the fulfillment of conditions precedent which are standard for transactions
     of this nature by no later than 30 September 2026 (or such other date as may be agreed by the Parties), including:

     5.1. the Parties entering into definitive transaction agreements to give effect to the Proposed Transaction;

     5.2. obtaining such consent or waivers as may be required of any existing debt providers to Liberty, Pareto
          and / or Southern Sun in connection with the Proposed Transaction; and

     5.3. certain governance and regulatory approvals including the approval of the Competition Tribunal.

6.   EFFECTIVE DATE OF THE PROPOSED TRANSACTION

     The effective date of the Proposed Transaction will be the date on which the last of the conditions precedent have
     been fulfilled or waived (where capable of waiver).

7.   FINANCIAL INFORMATION

     7.1. The aggregate valuation of the Target Assets as at 31 December 2024, being the date of the last available
          independent valuation was R1 435 million with Liberty's 75% interest equating to R1 076 million.

     7.2. The audited profit of the Target Assets for the 12 months ended 31 December 2024 was R153 million which
          has been extracted from the independent valuations referred to in 7.1 above.

8.   WARRANTIES

     The Proposed Transaction will be subject to representations and warranties which are standard for transactions of
     this nature.

9.   CATEGORISATION

     The Proposed Transaction constitutes a Category 2 transaction for Southern Sun as contemplated in the Listings
     Requirements of the JSE Limited.

3 February 2026

JSE Equity Sponsor

Investec Bank Limited

Date: 03-02-2026 02:50:00
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