OCTODEC INVESTMENTS LIMITED - Acquisition of Octodec Shares and Voluntary Offer to Acquire Further Octodec Shares by Emira Property Fund Limited

Acquisition of Octodec Shares and Voluntary Offer to Acquire Further Octodec Shares by Emira Property Fund Limited

OCTODEC INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1956/002868/06)
JSE share code: OCT
JSE alpha code: OCTI
ISIN: ZAE000192258
LEI: 3789I36JI0BKTUSZ8813
(Approved as a REIT by the JSE)
("Octodec" or the "Company")

ACQUISITION OF OCTODEC SHARES AND VOLUNTARY OFFER TO ACQUIRE FURTHER OCTODEC SHARES BY EMIRA PROPERTY FUND LIMITED ("EMIRA")

Octodec shareholders ("Shareholders") and noteholders are referred to the announcement released by Emira on SENS
on 13 April 2026 ("Emira Announcement") in respect of Emira's acquisition (through its wholly-owned subsidiary,
Freestone Property Investments Proprietary Limited) of 53 698 356 ordinary shares in Octodec, representing a
shareholding of c.20.17%, for an aggregate purchase consideration of R891 773 046 in a series of off-market transactions
("Acquisition"), and a voluntary offer by Emira to acquire up to a further 39 204 583 Octodec shares ("Voluntary Offer")
for a cash consideration of R16.75 per share ("Offer Consideration"). The Acquisition and the Voluntary Offer (if
accepted in full) will collectively represent 34.9% of Octodec ordinary shares in issue. This is just below the threshold
under the Companies Act, 2008, read with the Takeover Regulations, that would trigger an obligation to make a mandatory
offer to acquire all of the Octodec shares held by the remaining Shareholders.

The board of directors of Octodec (the "Board") was informed by Emira of the Acquisition shortly before the release of
the Emira Announcement and were not formally engaged by Emira in advance of it launching the Voluntary Offer.
However, the Board will seek to engage with Emira, as a significant minority Shareholder, in the ordinary course and
subject to the Board's fiduciary duties.

The Board notes from the Emira Announcement that Emira considers its investment in Octodec "to be consistent with its
investment strategy of deploying capital into meaningful, value accretive opportunities, specifically by acquiring strategic,
cornerstone stakes in listed and unlisted property companies at discounts to the reported value of their underlying property
portfolios". In this regard, the Board is of the view that the Voluntary Offer undervalues Octodec, with the Offer
Consideration being at a significant discount to the reported net asset value. The directors who are Shareholders do not
intend to dispose of any Octodec shares under the Voluntary Offer.

As communicated by Octodec in its pre-close operational update released on SENS on 23 February 2026, the Company
continues to actively dispose of non-core properties to reduce gearing and deploy capital into yield-enhancing initiatives,
which the Board is confident will successfully reposition Octodec over the medium- to long term, creating and delivering
sustainable value to its stakeholders.

Octodec expects to publish its interim results for the 6 months ended 28 February 2026 on 12 May 2026, at which time
management will be in a position to disclose further updates on its strategic initiatives.

This announcement does not purport to provide any investment advice or recommendation to Shareholders in respect of
the Voluntary Offer and Shareholders are advised to consult with their broker or an independent financial advisor before
making a decision in respect of the Voluntary Offer.

21 April 2026

Corporate Advisor, Transaction Sponsor and Debt Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited

Legal Advisor
Bowmans

Date: 21-04-2026 05:40:00
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