Stated Capital

for the year ended 31 December 2020

GROUP COMPANY
2020
EUR
2019
EUR
2020
EUR
2019
EUR
 Authorised (1)
2 770 127 176 (2019: 832 790 136) ordinary shares
of no par value
 Issued (1)
1 207 790 136 (2019: 457 790 136) ordinary shares
of no par value at an average of EUR 0,287
(2019: EUR 0,318) per share*
346,556,171 145,801,666 346,556,171 145,801,666
(*) Transaction costs recognised as a deduction from equity amounted to EUR 0,49 million (2019: EUR nil million).
(1) The company has only one class of shares in issue. Accordingly, there are no special rights, preferences or restrictions attached to any of the authorised or
issued shares.

TRANSFERS FROM STATED CAPITAL TO NON-DISTRIBUTABLE RESERVE, REPAYMENTS OF CAPITAL, SHARE CONSOLIDATION, SHARE CANCELLATION AND SHARE ISSUANCE

 On 21 September 2018, the company’s board authorised a return of capital of EUR 300 million from non-distributable reserve, paid
to shareholders on 8 October 2018. The returns of capital were funded primarily by selling listed security investments and utilisation of
internal cash resources.

On 27 November 2018, the company’s board authorised a return of capital of EUR 300 million from non-distributable reserve, paid to
shareholders on 10 December 2018. The returns of capital were funded primarily by selling listed security investments and utilisation of
internal cash resources.

The company’s shares have been consolidated on a 1 for 20 basis, effective from 18 December 2018.
 The company cancelled 16 615 159 treasury shares on or about 24 January 2019.
 The company successfully raised EUR 70,5 million through a rights offer by issuing 150 000 000 new shares at 47 EUR cents per share
on the Stock Exchange of Mauritius and 775 ZAR cents per share on the Johannesburg Stock Exchange Limited (“JSE”)
in December 2019.

 The company completed a bookbuild equity raise (the “equity raise”) on 20 May 2020, wherein the company confrmed that it would be
issuing 600 000 000 new shares to both related and non-related parties.

A total of 122 785 101 new shares were issued on 3 June 2020 to non-related parties in exchange for:
– ZAR 255 million in cash;
– 1 472 500 Hammerson plc shares; and
– 6 687 400 NEPI Rockcastle plc shares.

A total of 477 214 899 new shares were issued on 12 August 2020 to related parties in exchange for:
– ZAR 12,1 million in cash; and
– 38 192 246 NEPI Rockcastle plc shares.

 Shareholders authorised the transfer or EUR 105,0 million from stated capital to non-distributable reserve at a general meeting of the
company held on 7 August 2020.

RECONCILIATION OF MOVEMENT IN ISSUED SHARES DURING THE REPORTING PERIOD¹

GROUP COMPANY
2020
Shares
2019
Shares
2020
Shares
2019
Shares
 Balance at the beginning of the period  457,790,136 455,969,410  457,790,136 474,405,295
Cancelled or acquired during the period² (16,615,159)
Incentive shares released from The Greenbay Share Trust
on 31 January 2019
3
  1,820,726
Shares issued – rights offer: 20 December 2019 150,000,000 150,000,000
Shares issued – bookbuild: 600,000,000 600,000,000
    3 June 2020 122,785,101  – 122,785,101
    12 August 2020 477,214,899  – 477,214,899
Balance at the end of the year 1,207,790,136  457,790,136 1,207,790,136 457,790,136
¹ Shares have been restated to post-consolidation equivalents where relevant.
² The company received an in specie dividend from Lighthouse One and cancelled 16 615 159 treasury shares on or about 24 January 2019.
³ The Greenbay Share Trust released and transferred 1 820 726 Incentive shares to participants on or about 31 January 2019.

TREASURY SHARES

GROUP
2020
EUR
2019
EUR
 Opening balance (17,378,683)
Shares cancelled/repurchased during the year 4,944,161
Consolidation of The Greenbay Share Trust (44,547)
Return of capital distribution 11,658,301
Distribution paid – final 2018: cash (paid 7 January 2019) 820,768
Closing balance