VUKILE PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2002/027194/06)
JSE share code: VKE NSX share code: VKN
Bond company code: VKEI
(Granted REIT status with the JSE)
(“Vukile” or the “Company”)


ACQUISITION OF ISLAZUL SHOPPING CENTRE


1.    Introduction

      Shareholders are advised that Vukile’s 99.7% held subsidiary, Castellana Properties SOCIMI, S.A. (“Castellana”),
      has concluded a sale and purchase agreement (the “SPA”) with Nutwood Invest S.L. (the “Seller”), pursuant to which
      Castellana will acquire Islazul Shopping Centre, a dominant, large-scale retail destination located in Madrid, the
      capital city of Spain (“Islazul” or the “Property”) (the “Acquisition”). The Seller is held 95% by HPREF II Spanish
      Holdings S.à r.l. (“Henderson Park”) and 5% by EG Iberia Retail I, S.L. (“Eurofund”). Henderson Park and
      Eurofund are international private equity and real estate managers.

      In terms of the SPA, Castellana will purchase the entire issued share capital (the “Acquisition Shares”) of the
      Property-owning company, Islazul HoldCo S.L.U (the “Acquisition Company”), which in turn is the owner of two
      dedicated property companies —Islazul Centro Comercial S.L. and Islazul Shopping S.L.

      This landmark transaction represents a strategic milestone for Castellana, marking its entry with a sizable shopping
      centre into one of Europe’s most dynamic and fastest-growing major capitals. The Acquisition further strengthens
      Castellana’s portfolio and geographic diversification, positioning the company to capture future growth in a city and
      neighbourhood with exceptional retail potential.

2.    Rationale

      The Transaction represents a unique opportunity for Castellana to acquire an iconic shopping centre of institutional
      quality which is complementary to its existing Iberian portfolio. The investment also marks Castellana’s strategic
      expansion in Madrid, one of Europe’s most attractive and resilient metropolitan markets, characterised by strong
      economic fundamentals, sustained population growth and a dynamic consumer environment. Madrid has established
      itself as a key economic engine in Spain, benefiting from robust employment trends, rising household income and a
      diversified economic base. The city has been the major beneficiary of the positive immigration and sustained
      economic growth experienced in Spain and continues to attract record levels of domestic and international tourism,
      reinforcing retail demand, footfall and long-term asset performance, and further enhancing its appeal as a prime
      destination for long-term real estate investment.

      The Property, which exhibits attractive yields compared to historical averages, is located in southern Madrid, a dense
      residential node and an area that has experienced robust population growth over the past 10 years, outpacing the
      national average (c.10% vs 4.5%, respectively). This demographic momentum, combined with improving
      infrastructure and increasing consumer density, underpins a strong and durable outlook for the retail performance of
      Islazul.

      Islazul, which is ranked amongst the top 10 shopping centres in Spain, offers attractive growth prospects off the back
      of low average rental levels for an asset of this nature of c. EUR 20 per m2 per month which, accompanied by strong
      sales performance, suggests potential for positive rent reversions.

      The Property’s performance will benefit significantly from being added to Castellana´s retail-specialist asset
      management platform. The Property is primed for value enhancing asset management initiatives which will result in
      substantial upside, including enhancement of the retail mix, accessibility and customer experience, as well as
      substantial ESG and other enhancement initiatives which, taken together, are expected to unlock additional net
      operating income (“NOI”) of c. EUR 2.2 million over a five-year period.
3.   Profile of the Property

     Islazul opened in 2008 and with a gross lettable area (“GLA”) of 90 933m2. The Property is located in one of the
     most densely populated urban zones of Madrid, offering unmatched scale and visibility. The Property benefits from
     100% ownership without co-owners.

     The Property has 4 100 parking spaces, as well as excellent public transport connectivity. The centre sits within the
     heart of its dense catchment area, where over 40% of visitors arrive on foot or via transit, reinforcing Islazul’s urban
     integration with its primary catchment area. Connectivity will be further improved by the new Madrid metro line 11
     stop, which is set to be completed in 2027. Islazul has a densely populated catchment area, with c.600 000 inhabitants
     coming from the Carabanchel, Latina and south Usera Madrid neighbourhoods. In addition, the Property has an
     extended reach of over 1.9 million people within a 15-minute drive. This large and well-defined catchment supports
     strong footfall (c.11.5 million visits per annum) and exceptional performance.

     Islazul was recently awarded the highest BREEAM certification globally and is recognized as the “most sustainable
     shopping centre in the world.” Since its opening in 2008 and a subsequent partial refurbishment in 2019, Islazul has
     consolidated its retail and leisure offer with more than 180 brands, including key operators such as MediaMarkt,
     JD Sports, Homa, Milbby and Lidl, complemented by a strong leisure and food & beverage offering with
     40 establishments, including Yelmo Cines, Ilusiona, Burger King, McDonald’s, Tony Roma’s and Foster’s
     Hollywood. Fashion and accessories account for nearly 50% of the Property’s monthly gross rental income, featuring
     leading Intidex brands including Zara, Stradivarius, Lefties and Pull&Bear, along with other leading brands Mango
     and Primark.

4.   Terms of the Acquisition and Closing

     The effective date of the Acquisition is expected to be 30 April 2026 (the “Closing Date”).

     The Acquisition is based on a gross asset price of EUR 340 000 000. After applying a discount for latent capital
     gains, the agreed asset value is EUR 318 382 000 (the “Agreed Asset Value”).

     The Acquisition Shares (and indirectly, the Property) will be sold and transferred to Castellana on the Closing Date.
     The purchase consideration payable for the Acquisition Shares is EUR 202 154 000 (the “Purchase
     Consideration”), which has been calculated based on the Agreed Asset Value and customary working capital and
     balance sheet adjustments (including the balance of existing debt). The Purchase Consideration may ultimately be
     adjusted based on the financial statements of the Acquisition Company as at the Closing Date. However, it is not
     expected that there will be a material adjustment to the Purchase Consideration.

     Castellana and the Seller have agreed that a portion of the Purchase Consideration, being an amount of
     EUR 30 000 000, will be deferred and paid by Castellana to the Seller by no later than 15 December 2026 (the
     “Deferred Payment”). The balance of the Purchase Consideration will be payable in cash on the Closing Date.

     Based on the Agreed Asset Value, the Property is being acquired at a net initial yield of c.6.5%. When applying the
     anticipated interest cost on the proposed senior debt, the Property is expected to deliver a cash-on-cash yield in excess
     of 8%. The cash-on-cash yield has been calculated including the costs associated with projected capital expenditure
     in the first year post-acquisition.

     The SPA includes market-standard warranties, indemnities and undertakings for a transaction of this nature.
     Completion of the Acquisition is not subject to any conditions precedent.
5.   Funding

     The Acquisition will be funded by a combination of existing cash resources and in-country debt of EUR 163 200 000,
     representing a loan-to-value ratio of c.48% (based on the gross asset price of EUR 340 000 000). The entire issued
     share capital of the Property-owning company will be acquired by Castellana.

     Additionally, Castellana will fund a separate capital expenditure tranche of EUR 12 500 000, which will be used to
     fund Isalzul’s ongoing value-add capital expenditure program of c. EUR 23 000 000, also at a c.48% loan-to-value
     ratio. This program has already been assessed and approved by Castellana and will generate an expected return of
     c.10% when considering the expected additional NOI of c. EUR 2.2 million.

6.   Property specific information

     Details of the Property are set out in the table below:

                                                                                            Purchase                 Value
                                                                                        Consideration         attributed to
                                                                   Weighted                    for the     the Property as
                                                               average rental             Acquisition      at 26 February
       Property        Geographical                    GLA            per m2                   Shares                 2026
       name            location      Sector             (m2) (EUR/m2/month)                    (EUR)                (EUR)
       Islazul         Madrid, Spain Retail           90 933            20.28             202 154 000          340 000 000
       Shopping
       Centre

     The Property was valued in accordance with Royal Institution of Chartered Surveyors standards by Colliers
     International, an independent external property valuer.

7.   Financial information

     Set out below are the forecast rental and recovery income, net property income, net profit after tax and profit available
     for distribution relating to the Property (the “Forecast”) for the 11 months ending 31 March 2027 and the 12 months
     ending 31 March 2028 (the “Forecast Period”).

     The Forecast has been prepared on the basis that it includes forecast results for the duration of the Forecast Period.

     The Forecast, including the assumptions on which it is based and the financial information from which it has been
     prepared, is the responsibility of the directors of the Company. The Forecast has not been reviewed or reported on
     by the Company’s auditors.

     The Forecast presented in the table below has been prepared in accordance with Vukile’s accounting policies, which
     are in compliance with International Financial Reporting Standards.

      EUR                                                      Forecast for the 11 months     Forecast for the 12 months
                                                                   ending 31 March 2027           ending 31 March 2028
      Rental and recovery income                                              22 773 973                     25 562 725
      Net property income                                                     18 919 268                     22 840 145
      Net after tax profit                                                    18 919 268                     22 840 145
      Profit available for distribution                                       11 332 269                     14 364 075
      The Forecast incorporates the following material assumptions in respect of revenue and expenses:

      1.    The Forecast is based on information derived from lease contracts, budgets and additional information
            provided by the Seller.
      2.    The Forecast has been prepared for the Acquisition only. It is assumed that the Property will not be sold during
            the Forecast Period.
      3.    Rental revenue has been forecast on a lease-by-lease basis.
      4.    87% of rental and recovery income for the Forecast Period is contracted. The remaining 13% of rental and
            recovery income is near-contracted and represents renewals which have been forecast at current market rates.
      5.    Contracted revenue comprises rental and recovery income based on existing lease agreements, including
            stipulated increases, all of which are valid and enforceable.
      6.    Near-contracted revenue comprises rental and recovery income from leases expiring during the Forecast Period
            which are assumed to renew at current market rates, unless the lessee has indicated its intention to terminate
            the lease. Such revenue is classified as near-contracted rental revenue from the date of expiry of the lease.
      7.    No fair value adjustment is recognised.
      8.    There will be no unforeseen economic factors that will affect the lessees’ ability to meet their commitments in
            terms of existing lease agreements.

8.    Categorisation

      The Acquisition is classified as a category 2 acquisition in terms of the JSE Listings Requirements and accordingly
      does not require Vukile shareholder approval.

27 February 2026



 JSE sponsor                                                    NSX sponsor

 Java Capital                                                   IJG Securities (Pty) Ltd