Exhibit 99.4

PK INVESTMENTS LIMITED

(Incorporated in the Isle of Man under registration number 014469V)

EUR1,000,000,000

PREFERRED SHARE PROGRAMME

Under this EUR1,000,000,000 Preferred Share Programme (the Programme), PK Investments Limited (the Issuer) may from time to time issue redeemable preferred shares denominated in Euros on the terms and conditions contained in the section of this programme memorandum (this Programme Memorandum) headed “Preferred Share Terms and Conditions” (the Preferred Share Terms and Conditions).

Capitalised terms used below shall have the meanings ascribed thereto in the Preferred Share Terms and Conditions. Any reference in this Programme Memorandum to a Condition is to that Condition of the Preferred Share Terms and Conditions, and any reference to this Programme Memorandum or the Preferred Share Terms and Conditions shall mean this Programme Memorandum or the Preferred Share Terms and Conditions, as the case may be, as amended, varied, restated, novated or supplemented from time to time.

This Programme Memorandum has not been approved or registered with any Financial Exchange. Only Unlisted Preferred Shares will be issued under the Programme, which will not be regulated by any Financial Exchange.

A Tranche of Preferred Shares may comprise, without limitation, Fixed Rate Preferred Shares, Floating Rate Preferred Shares, Mixed Rate Preferred Shares and/or such other type of Preferred Shares as may be determined by the Issuer and the relevant Dealer(s) and specified in the Applicable Pricing Supplement. Preferred Shares will be issued in individual Tranches which, together with other Tranches, may form a Class of Preferred Shares. Each Preferred Share will be in a specified Class, as indicated in the Applicable Pricing Supplement. A Tranche of Preferred Shares will be issued on, and subject to, the Preferred Share Terms and Conditions, as replaced, amended and/or supplemented by the terms and conditions of that Tranche of Preferred Shares set out in the Applicable Pricing Supplement. Before the Issuer issues any Tranche of Preferred Shares, the Issuer shall complete and sign an Applicable Pricing Supplement based on the pro forma Applicable Pricing Supplement included in this Programme Memorandum, setting out details of such Preferred Shares. The Applicable Pricing Supplement in relation to any Tranche of Preferred Shares may specify other terms and conditions, which are not inconsistent with the general terms and conditions set out or incorporated by reference in the Articles of Association, which shall, to the extent so specified, supplement the Preferred Share Terms and Conditions for the purpose of such Tranche of Preferred Shares.

The Programme Amount will not exceed EUR1,000,000,000 unless such Programme Amount is increased as set out in the section of this Programme Memorandum headed “General Description of the Programme”.

Preferred Shares may be issued on a continuing basis and be placed by one or more Dealer(s) appointed by the Issuer from time to time, which appointment may be for a specific issue or on an ongoing basis.

As at the Programme Date, the Issuer and the Programme are not rated. Tranches of Preferred Shares issued under the Programme may be rated on or before their Issue Date by a Rating Agency and, if so, this rating as well as the Rating Agency(ies) which assigned such rating(s) will be available on the Issuer’s website and contained in the Applicable Pricing Supplement. Unrated Tranches of Preferred Shares may also be issued.

The Issuer may determine that Preferred Shares may be issued in a form and on terms not contemplated by the Preferred Share Terms and Conditions in which case a supplementary programme memorandum, if appropriate, will be made available which will describe the terms and conditions upon which such Preferred Shares will be issued.

This Programme Memorandum does not constitute, advertise or relate to an offer to the public (as defined in the SA Companies Act) for the sale of or subscription for, or the solicitation of an offer to acquire or subscribe for, Preferred Shares. Unless specified otherwise in an Applicable Pricing Supplement, Preferred Shares will only be offered by way of private placement to, and such offer will only be capable of acceptance by, (i) persons falling within the exemptions set out in section 96(1)(a) of the SA Companies Act; or (ii) persons who subscribe, as principal, for Preferred Shares at a minimum aggregate Issue Price as envisaged in section 96(1)(b) of the SA Companies Act (each a Qualifying Investor) and this Programme Memorandum is only being made available to such Qualifying Investors. Should any person who is not a Qualifying Investor receive this Programme Memorandum, they should not and will not be entitled to acquire or subscribe for any Preferred Shares as described in this Programme Memorandum or otherwise act thereon. The Prospectus and this Programme Memorandum have not been approved by any regulatory authority in the Isle of Man. It is not required for the Prospectus or Programme Memorandum to be approved by, filed or registered with any governmental or public body, authority or agency in the Isle of Man either on, before or after the date of publication of each such document.

Nothing in this Programme Memorandum should be viewed, or construed, as “advice” as that term is used in the SA Financial Markets Act and/or the Financial Advisory and Intermediary Services Act, 2002, and nothing in this Programme Memorandum should be construed as constituting the canvassing for, or marketing or advertising of, financial services.

Arranger		Dealers

Programme Memorandum dated 1 August 2025

GENERAL

Capitalised terms used in this section headed “General” shall bear the same meanings as used in the Preferred Share Terms and Conditions, except to the extent that they are separately defined in this section, or this is clearly inappropriate from the context.

The Issuer certifies that, to the best of its knowledge and belief, there are no facts that have been omitted from this Programme Memorandum which would make any statement false or misleading and that all reasonable enquiries to ascertain such facts have been made and that this Programme Memorandum contains all information required by Applicable Laws. The Issuer accepts full responsibility for the accuracy of the information contained in this Programme Memorandum, the Applicable Pricing Supplements and/or the Issuer’s annual financial statements and any amendments or any supplement to the aforementioned documents, except as otherwise stated therein.

The Issuer, having made all reasonable enquiries, confirms that this Programme Memorandum contains or incorporates all information which is material in the context of the issue and the offering of Preferred Shares, that the information contained or incorporated in this Programme Memorandum is true and accurate in all material respects and is not misleading, that the opinions and the intentions expressed in this Programme Memorandum are honestly held and that there are no other facts, the omission of which would make this Programme Memorandum or any such information or expression of any of such opinions or intentions misleading in any material respect.

This Programme Memorandum is to be read and construed with any amendment or supplement thereto and in conjunction with any other documents that are deemed to be incorporated herein by reference (see the section of this Programme Memorandum headed “Documents Incorporated by Reference”) and, in relation to any Tranche of Preferred Shares, should be read and construed together with the Applicable Pricing Supplement. This Programme Memorandum shall be read and construed on the basis that such documents are incorporated into and form part of this Programme Memorandum.

No person has been authorised by the Issuer to give any information or make any representation not contained in or which is inconsistent with this Programme Memorandum or any other information supplied in connection with the Programme and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Arranger, the Dealer(s) or the other professional advisers. Nevertheless, if any such information is given or representation made, it must not be relied upon as having been authorised by the Issuer, the Arranger or the Dealer(s), or any of their respective Subsidiaries or holding companies or any Subsidiary of their respective holding companies (Affiliates) or professional advisers. Neither the delivery of this Programme Memorandum nor any offer, sale, allotment or solicitation made in connection with the offering of the Preferred Shares shall, in any circumstances, create any implication or constitute a representation that there has been no change in the affairs of the Issuer since the date hereof or that the information contained in this Programme Memorandum is correct at any time subsequent to the Programme Date.

Neither the Arranger, the Dealer(s) nor any other professional advisers accept any liability in relation to the information contained in this Programme Memorandum or any other information provided by the Issuer in connection with the Programme. Neither the Arranger, the Dealer(s) nor any other professional advisers have separately verified the information contained in this Programme Memorandum. Accordingly, none of the Arranger, the Dealer(s) nor any of their respective Affiliates or professional advisers make any representation, express or implied, or accept any responsibility, with respect to the accuracy or completeness of any of the information in this Programme Memorandum or any other information supplied in connection with the Programme. Each person receiving this Programme Memorandum acknowledges that such person has not relied on the Arranger, the Dealer(s), or any of their Affiliates or professional advisers, in connection with its investigation of the accuracy of such information or its investment decision.

The delivery of this Programme Memorandum does not at any time imply that the information contained herein concerning the Issuer is correct at any time subsequent to the Programme Date or that any other financial statements or other information supplied in connection with the Programme is correct as at any time subsequent to the date indicated in the document containing the same. Investors should review, among others, the most recent financial statements of the Issuer when deciding whether to subscribe for and/ or purchase any Preferred Shares.

Neither this Programme Memorandum nor any other information supplied in connection with the Preferred Shares is intended to provide the basis of any credit or other evaluation, or should be considered as a recommendation by the Issuer, the Arranger or the Dealer(s) that any recipient of this Programme Memorandum, or any other information supplied in connection with the Programme, should subscribe for or purchase any Preferred Shares.

Each person contemplating making an investment in the Preferred Shares must make its own investigation and analysis of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer, and its own determination of the suitability of any such investment, with particular reference to its own investment objectives and experience, and any other factors which may be relevant to it in connection with such investment. None of the Arranger or the Dealer(s) undertake to review the financial condition or affairs of the Issuer or to advise any investor or potential investor in the Preferred Shares of any information coming to the attention of the Arranger or the Dealer(s).

The obligations under the Preferred Shares will be obligations of the Issuer. The obligations under the Preferred Shares will not be obligations of, or the responsibility of, or guaranteed by the Arranger or the Dealer(s). No liability whatsoever in respect of any failure by the Issuer to pay any amount due under the Preferred Shares shall be accepted by the Arranger or the Dealer(s).

None of the Issuer, the Arranger or the Dealer(s) make any representation or warranties as to the settlement procedures of the CSD.

This Programme Memorandum does not constitute an offer or an invitation by or on behalf of the Issuer, the Arranger, the Dealer(s) or to any person to subscribe for or purchase any of the Preferred Shares.

The distribution of this Programme Memorandum and any Applicable Pricing Supplement, and the issue, sale or offering of the Preferred Shares may be restricted by law in certain jurisdictions. No representation is made by the Issuer, the Arranger or the Dealer(s) that this Programme Memorandum may be lawfully distributed, or that the Preferred Shares may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder and none of them assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer, the Arranger or the Dealer(s) which would permit a public offering of the Preferred Shares or distribution of this Programme Memorandum in any jurisdiction where action for that purpose is required. Accordingly, the Preferred Shares may not be offered or sold, directly or indirectly, and neither this Programme Memorandum, any Applicable Pricing Supplement nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any Applicable Laws. Persons into whose possession this Programme Memorandum and/or any Applicable Pricing Supplement come are required by the Issuer, the Arranger and the Dealer(s) to inform themselves about and to observe any such restrictions. In particular, there are restrictions on the distribution of this Programme Memorandum and the offer or sale of Preferred Shares in the Isle of Man and South Africa and certain other jurisdictions. The Preferred Shares have not been and will not be registered under the United States Securities Act of 1933, as amended. Subject to certain exceptions, Preferred Shares may not be offered, sold or delivered within the United States or to any U.S. persons. For a more complete description of certain restrictions on the offering, sale and delivery of Preferred Shares and distribution of this Programme Memorandum, see the section of this Programme Memorandum headed “Subscription and Sale” below.

The terms of this Programme Memorandum, if sent to persons resident in jurisdictions outside of South Africa, may be affected by the laws of the relevant jurisdiction. Such persons should inform themselves about and observe any applicable legal requirements in any such jurisdiction. It is the responsibility of any such person wishing to subscribe for or purchase the Preferred Shares to satisfy itself as to the full observance of the laws of the relevant jurisdiction. If and to the extent that any offer of Preferred Shares under the Programme is illegal in any jurisdiction, it is not and will not be made in such jurisdiction and this Programme Memorandum is sent to persons in such jurisdiction for information purposes only.

In addition, in the ordinary course of its business activities, any Dealer and its Affiliates may make loans or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such loans, investments and securities activities may involve securities and/or instruments of the Issuer or its Affiliates (including the Preferred Shares). Each Dealer and its Affiliates may hedge their credit exposure to the Issuer or its respective Affiliates in a manner consistent with their customary risk management policies.

In connection with the issue and distribution of any Tranche of Preferred Shares under the Programme, the relevant Dealer(s), if any, that is specified in the Applicable Pricing Supplement as the Stabilising Manager (or any Person acting for the Stabilising Manager) may, if specified in that Applicable Pricing Supplement, over-allot or effect transactions with a view to supporting and maintaining the market price of the Preferred Shares at a level higher than that which might otherwise prevail for a limited period. However, there may be no obligation on the Stabilising Manager (or any agent of the Stabilising Manager) to do this. Such stabilising, if commenced, may be discontinued at any time and must be brought to an end after a limited period. Such stabilising shall be in compliance with all Applicable Laws, regulations and rules.

Where any term is defined within the context of any particular clause or section in this Programme Memorandum, the term so defined, unless it is clear from the clause or section in question that the terms defined has limited application to the relevant clause or section, shall bear the meaning ascribed to it for all purposes in this Programme Memorandum, unless qualified by the terms and conditions of any particular Tranche of Preferred Shares as set out in the Applicable Pricing Supplement, or unless the context otherwise requires.

TABLE OF CONTENTS

DOCUMENTS INCORPORATED BY REFERENCE

Capitalised terms used in this section headed “Documents Incorporated by Reference” shall bear the same meanings as used in the Preferred Share Terms and Conditions, except to the extent that they are separately defined in this section or this is clearly inappropriate from the context.

The following documents shall be deemed to be incorporated in, and to form part of, this Programme Memorandum:

save that any statement contained in this Programme Memorandum or in any of the documents incorporated by reference in and forming part of this Programme Memorandum shall be deemed to be modified or superseded for purposes of this Programme Memorandum to the extent that a statement contained in any document subsequently incorporated by reference modifies or supersedes such earlier statement (whether expressly, by implication or otherwise).

The Issuer will provide at its registered office as set out at the end of this Programme Memorandum, without charge, upon request of a person, a copy of this Programme Memorandum and any amendments and/or supplements thereto, the Applicable Pricing Supplements relating to any issue of any Tranche of Preferred Shares issued and outstanding under the Programme, the constitutional documents of the Issuer, and any or all of the documents which are incorporated herein by reference, unless such documents have been modified or superseded in which case the modified or superseding documents will be provided. Requests for the documents should be directed to the Issuer at its registered office as set out at the end of this Programme Memorandum.

This Programme Memorandum, and those documents listed in items (a) to (f) above, unless such documents have been modified or superseded, in which case the modified or superseding documents, are also available on the Issuer’s website at https://primekapital.com/pk-investments/.

The Issuer will review this Programme Memorandum or any supplement to this Programme Memorandum on an annual basis to consider if any information contained in relation to the Issuer, specifically excluding the Preferred Share Terms and Conditions, is outdated in a material respect.

If such information is deemed by the Issuer to be outdated, the Issuer shall update this Programme Memorandum or any supplement to this Programme Memorandum. The Issuer will notify the Preferred Shareholders that the updated Programme Memorandum or any supplement to this Programme Memorandum will be available for inspection on the relevant website, and include a link to the website.

The Issuer will publish a new Programme Memorandum or a supplement to this Programme Memorandum, as the case may be, if:

provided that, in the circumstances set out in paragraphs (c) and (d) above, no new Programme Memorandum or supplement to this Programme Memorandum, as the case may be, is required in respect of the Issuer’s audited annual financial statements if such audited annual financial statements are incorporated by reference into this Programme Memorandum and such audited annual financial statements are published within three months after the financial year end of the Issuer.

The Issuer will notify the Preferred Shareholders when the Issuer’s audited annual financial statements are available.

GENERAL DESCRIPTION OF THE PROGRAMME

Capitalised terms used in this section headed “General Description of the Programme” shall bear the same meanings as used in the Preferred Share Terms and Conditions, except to the extent that they are separately defined in this section or it is clearly inappropriate from the context.

Under the Programme, the Issuer may from time to time issue Preferred Shares provided that the aggregate outstanding amount of all of the Preferred Shares issued under the Programme from time to time does not exceed the Programme Amount. The applicable terms of any Preferred Shares are set out in the Preferred Share Terms and Conditions, as modified and supplemented by the Applicable Pricing Supplement relating to any Tranche of Preferred Shares issued under the Programme. A summary of the Programme and the Preferred Share Terms and Conditions appears in the section of this Programme Memorandum headed “Summary of the Programme”.

Preferred Shares will not be listed on any Financial Exchange. Only Unlisted Preferred Shares will be issued under the Programme.

As at the Programme Date, the Programme Amount is EUR1,000,000,000. This Programme Memorandum will only apply to Preferred Shares issued under the Programme in an aggregate amount which do not exceed the Programme Amount, unless such amount is increased as set out below.

The Issuer may wish to increase the Programme Amount from time to time. Subject to the Applicable Procedures, all Applicable Laws and the Programme Agreement, the Issuer may, without the consent of the Preferred Shareholders, increase the Programme Amount by delivering notice thereof to (i) the Preferred Shareholders; (ii) the Transfer, Paying, Settlement and Calculation Agents; (iii) the Arranger; and (iv) the Dealer(s) in accordance with the Preferred Share Terms and Conditions and the Applicable Procedures. Upon such notices being given, all references in this Programme Memorandum or any other agreement, deed or document in relation to the Programme and the Programme Amount, shall be, and shall be deemed to be, references to the increased Programme Amount.

Investing in the Preferred Shares involves certain risks (see the section of this Programme Memorandum headed “Investor Considerations/Risk Factors”).

The “Summary of the Programme” and the “Preferred Share Terms and Conditions” appear below.

INVESTOR CONSIDERATIONS/RISK FACTORS

All information pertaining to Investor Considerations/Risk Factors, as set out in the Information Statement, as amended and updated from time to time, is incorporated by reference in, and forms part of this Programme Memorandum, and is available on the Issuer’s website at https://primekapital.com/pk-investments/.

SUMMARY OF THE PROGRAMME

Capitalised terms used in this section headed “Summary of the Programme” shall bear the same meanings as used in the Preferred Share Terms and Conditions, except to the extent that they are separately defined in this section or it is clearly inappropriate from the context.

The applicable terms of any Preferred Shares are set out in the Preferred Share Terms and Conditions, as modified and supplemented by the Applicable Pricing Supplement relating to any Tranche of Preferred Shares issued under the Programme.

A summary of the Programme and the Preferred Share Terms and Conditions appears in this section of the Programme Memorandum headed “Summary of the Programme”.

The information set out below is a brief summary of certain aspects of the Programme. This summary should be read in conjunction with, and is qualified in its entirety by, the remainder of this Programme Memorandum and, in relation to any particular Tranche of Preferred Shares, the Applicable Pricing Supplement.

FORM OF THE PREFERRED SHARES

Capitalised terms used in this section entitled “Form of Preferred Shares” shall bear the same meanings as used in the Preferred Share Terms and Conditions, except to the extent that they are separately defined in this section or this is clearly inappropriate from the context.

Each Tranche of Preferred Shares will be issued on an unlisted basis, subject to any Applicable Laws, and will not be admitted to trading on any Financial Exchange.

Each Tranche of Preferred Shares will be issued in the form of registered Preferred Shares in accordance with the Preferred Share Terms and Conditions and represented by (i) Certificates; or (ii) no Certificates, if issued in uncertificated form in terms of section 33 of the SA Financial Markets Act.

The Issuer will record in the Register, the total number of the Preferred Shares issued by it. The Issuer shall regard the Register as the conclusive record of title to the Preferred Shares.

Preferred Shares issued in uncertificated form

The Issuer will, subject to Applicable Laws, issue the Preferred Shares in uncertificated form to be held in the CSD.

Preferred Shares issued in uncertificated form will not be represented by any Certificate or written instrument.

All transactions in uncertificated securities as contemplated in the SA Financial Markets Act will be cleared and settled in accordance with the Applicable Procedures. All the provisions relating to Beneficial Interests in the Preferred Shares held in the CSD will apply to Preferred Shares issued in uncertificated form.

Beneficial Interests in Preferred Shares held in the CSD

The CSD and Participants will maintain records of the Beneficial Interests in Preferred Shares held in the CSD.

The CSD will hold each Tranche of Preferred Shares issued in uncertificated form, subject to the SA Financial Markets Act and the Applicable Procedures.

Accordingly, and except where the contrary is provided in the Preferred Share Terms and Conditions, all amounts to be paid in respect of the Preferred Shares issued in uncertificated form and held in the CSD will be paid to the CSD pursuant to the Applicable Procedures, and all rights to be exercised in respect of the Preferred Shares issued in uncertificated form and held in the CSD may be exercised only in accordance with the Applicable Procedures.

While a Tranche of Preferred Shares is held in its entirety in the CSD, the Nominee will be named in the Register as the sole holder of the Preferred Shares in that Tranche.

The CSD maintains central securities accounts only for Participants.

Beneficial Interests which are held by Participants will be held directly through the CSD, and the CSD will hold such Beneficial Interests, on behalf of such Participants, through the central securities accounts maintained by the CSD for such Participants.

The Participants are in turn required to maintain securities accounts for their clients. Beneficial Interests which are held by clients of Participants will be held indirectly through such Participants, and such Participants will hold such Beneficial Interests, on behalf of such clients, through the securities accounts maintained by such Participants for such clients. The clients of Participants may include the holders of Beneficial Interests in the Preferred Shares or their custodians. The clients of Participants, as the holders of Beneficial Interests or as custodians for such holders, may exercise their rights in respect of the Preferred Shares held by them in the CSD only through their Participants.

Euroclear Bank S.A./N.V. as operator of the Euroclear System and Clearstream Banking S.A. may hold Preferred Shares through their Participants.

In relation to each person shown in the records of the CSD or the relevant Participant, as the case may be, as the holder of a Beneficial Interest in Preferred Shares, a certificate or other document issued by the CSD or the relevant Participant, as the case may be, as to the number of such Preferred Shares standing to the credit of the account of such person shall be prima facie proof of such Beneficial Interest. The Nominee (as the registered holder of such Preferred Shares named in the Register) will be treated by the Issuer, the Paying Agent, the Transfer Agent and the relevant Participant as the holder of such Preferred Shares for all purposes.

Transfers of Beneficial Interests in the CSD to and from clients of the Participants occur by electronic book entry in the central securities accounts of the clients of the Participants. Transfers among Participants of Preferred Shares held in the CSD system occur through electronic book entry in the Participants’ central security accounts with the CSD. Beneficial Interests may be transferred only in accordance with the Preferred Share Terms and Conditions and the Applicable Procedures. Holders of Beneficial Interests vote in accordance with the Applicable Procedures. Holders of Beneficial Interests in Preferred Shares must exercise their respective rights to vote through their respective Participants. The respective Participants will vote in accordance with the respective instructions conveyed to them by the respective holders of Beneficial Interests in Preferred Shares, in accordance the Applicable Procedures.

Certificates

A holder of a Beneficial Interest shall only be entitled to exchange such Beneficial Interest for Preferred Shares represented by a Certificate.

Title to Preferred Shares represented by Certificates will pass upon registration of transfer in accordance with Condition 5.1.1.

The Preferred Shares represented by Certificates will be registered in the name of the individual holders in the Register. Preferred Shares represented by Certificates may be transferred only in accordance with the Preferred Share Terms and Conditions.

The Issuer, the Paying Agent and the Transfer Agent shall regard the Register as the conclusive record of title to the Preferred Shares represented by Certificates.

Payments of all amounts due and payable in respect of Preferred Shares represented by Certificates will be made in accordance with Condition 9 to the person reflected as the registered holder of such Certificates in the Register on the Record Date and the payment obligation of the Issuer will be discharged by proper payment to, or to the order of, the registered holder of the Certificate in respect of each amount so paid.

Other Preferred Shares

The Issuer may, without the consent of the respective holders of any Preferred Shares, agree with any Dealer appointed in relation to the relevant Tranche of Preferred Shares that such Tranche of Preferred Shares be issued in a form not contemplated by the Preferred Share Terms and Conditions, in which case a supplement to this Programme Memorandum or the Applicable Pricing Supplement, if appropriate, will be issued which will describe the effect of the agreement reached in relation to such Tranche of Preferred Shares. For the avoidance of doubt, no such agreement or supplement may provide for any listing of the Preferred Shares on any Financial Exchange.

PRO FORMA APPLICABLE PRICING SUPPLEMENT

Set out below is the form of Applicable Pricing Supplement, which will be completed for each Tranche of Preferred Shares issued under the Programme:

PK INVESTMENTS LIMITED

(incorporated in the Isle of Man under registration number 014469V)

Issue of EUR[●],000,000 [Title of Preferred Shares]

Under its EUR1,000,000,000 Preferred Share Programme

This Applicable Pricing Supplement must be read in conjunction with the Programme Memorandum prepared by the Issuer dated [●] 2025, as may be amended, varied, restated, novated or supplemented from time to time (the Programme Memorandum) and the general preferences, rights, limitations and other terms attaching to each Preferred Share, as set out or incorporated by reference in the Articles of Association.

References in this Applicable Pricing Supplement to the General Preferred Share Terms are to the section of the Programme Memorandum headed “Preferred Share Terms and Conditions” (General Preferred Share Terms). References to any Condition in this Applicable Pricing Supplement are to that Condition of the General Preferred Share Terms.

Any capitalised terms not defined in this Applicable Pricing Supplement shall have the meanings ascribed to them in the General Preferred Share Terms.

This document constitutes the Applicable Pricing Supplement relating to the issue of the Preferred Shares described herein.

This Applicable Pricing Supplement may specify other terms and conditions, which are not inconsistent with the General Preferred Share Terms, which shall, to the extent so specified supplement the General Preferred Share Terms for the purpose of such Tranche of Preferred Shares.

To the extent that there is any conflict or inconsistency between the contents of this Applicable Pricing Supplement and the Programme Memorandum, the provisions of the Applicable Pricing Supplement shall prevail.

Responsibility:

The Issuer certifies that to the best of its knowledge and belief there are no facts that have been omitted from the Programme Memorandum or this Applicable Pricing Supplement which would make any statement false or misleading and that all reasonable enquiries to ascertain such facts have been made and that this Applicable Pricing Supplement contains all information required by Applicable Laws. The Issuer accepts full responsibility for the accuracy of the information contained in the Programme Memorandum, this Applicable Pricing Supplement and all documents incorporated by reference (see section of the Programme Memorandum headed “Documents Incorporated by Reference”).

Programme Amount:

As at the date of this Applicable Pricing Supplement the Issuer confirms that the authorised Programme Amount of EUR[●],000,000 has not been exceeded.

SIGNED at ______________________________ on this _________________ day of __________________________________________ 2025

For and on behalf of

PREFERRED SHARE TERMS AND CONDITIONS

The following are the General Preferred Share Terms attaching to each Preferred Share, as set out or incorporated by reference in the Articles of Association, which will be supplemented, in respect of each Tranche of Preferred Shares to be issued by the Issuer, by the Applicable Pricing Supplement. The Applicable Pricing Supplement in relation to any Tranche of Preferred Shares may specify further terms and conditions, which are not inconsistent with these General Preferred Share Terms, which shall, to the extent so specified, supplement these General Preferred Share Terms for the purpose of such Tranche of Preferred Shares.

Preferred Shares will be issued in individual Tranches which, together with other Tranches, may form a Class of Preferred Shares. Before the Issuer issues any Tranche of Preferred Shares, the Board will pass a Board Resolution determining the Specific Preferred Share Terms of that Tranche of Preferred Shares; and the Board will also pass the Board Resolution authorising the issue of that Tranche of Preferred Shares; and the Issuer shall complete and sign the Applicable Pricing Supplement, based on the Pro Forma Applicable Pricing Supplement.

To the extent that there is any conflict or inconsistency between the contents of this Programme Memorandum and the Applicable Pricing Supplement, the provisions of the Applicable Pricing Supplement shall prevail.

The CSD will hold Preferred Shares issued in uncertificated form, subject to the SA Financial Markets Act and the Applicable Procedures. All amounts to be paid in respect of Preferred Shares held in the CSD will be paid to the CSD pursuant to the Applicable Procedures, and all rights to be exercised in respect of the Preferred Shares issued in uncertificated form and held in the CSD may be exercised only in accordance with the Applicable Procedures.

The Preferred Shares of each Class of Preferred Shares will rank:

Each Preferred Share shall confer on the holder thereof, the right of the holder to receive, in the event of the liquidation, dissolution or winding-up of the Issuer, a preferential right in priority to the rights of all other classes of shares in the Issuer, including the Ordinary Shares, but excluding any other Preferred Shares, to a return of capital in an amount equal to the Final Redemption Amount in respect of such Preferred Share, together, if applicable, with any Accrued Preferred Dividends which have not yet been paid, calculated on the date on which payment of that return of capital is made by the Issuer to the holder of such Preferred Share.

Save as set out in Conditions 6.2 and 7, the Preferred Shares do not confer on the Preferred Shareholders any further right to participate in the profits or assets of the Issuer nor, upon a winding-up, to any surplus assets of the Issuer.

Each Fixed Rate Preferred Share will have associated with it the right of the holder of such Fixed Rate Preferred Share to receive a cumulative preferential cash dividend during each Dividend Period commencing on (and including) the Dividend Commencement Date to (but excluding) the Actual Redemption Date in an amount calculated at the Dividend Rate specified in the Applicable Pricing Supplement.

The Ongoing Preferred Dividends will be payable in arrears on each Dividend Payment Date. The first payment of Ongoing Preferred Dividends will be made on the Dividend Payment Date following the Dividend Commencement Date. If any Dividend Payment Date falls upon a day which is not a Business Day, the provisions of Condition 9.2 shall determine the date of payment of dividends due upon such Dividend Payment Date. The Ongoing Preferred Dividend in respect of any Dividend Period shall accrue to and be paid on the relevant Dividend Payment Date.

The Ongoing Preferred Dividend will be payable in arrears on each Dividend Payment Date. The first payment of Ongoing Preferred Dividends will be made on the Dividend Payment Date following the Dividend Commencement Date. If any Dividend Payment Date falls upon a day which is not a Business Day, the provisions of Condition 9.2 shall determine the date of payment of dividends due upon such Dividend Payment Date. The Ongoing Preferred Dividend in respect of any Dividend Period shall accrue to and be paid on the relevant Dividend Payment Date.

all as indicated in the Applicable Pricing Supplement.

for the Reference Rate(s) which appear(s) on the Relevant Screen Page as at 11h00 on the Dividend Rate Determination Date in question, plus or minus (as indicated in the Applicable Pricing Supplement) the Margin (if any), all as determined by the Calculation Agent.

Determination Date in question. If two or more of the Reference Banks provide the Calculation Agent with such offered quotations, the Dividend Rate for such Dividend Period shall be the arithmetic mean (rounded if necessary to the fifth decimal place, in respect of JIBAR, with 0,000005 being rounded upwards, and to the third decimal in respect of a JIBAR replacement event) of such offered quotations plus or minus (as appropriate) the Margin (if any), all as determined by the Calculation Agent.

All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained by the Calculation Agent pursuant to the exercise or non-exercise by it of its powers, duties and discretions under the Preferred Share Terms and Conditions, will, in the absence of wilful deceit, bad faith or manifest error, be binding on the Issuer (where the Issuer does not act as the Calculation Agent) and all Preferred Shareholders, and the Calculation Agent will not have any liability to the Issuer (where the Issuer does not act as the Calculation Agent) or the Preferred Shareholders in connection therewith.

To the extent that all or any part of a Preferred Dividend has accrued and has become payable in accordance with the Preferred Share Terms and Conditions, the Issuer shall be liable to pay, and the Preferred Shareholders shall be entitled to be paid, by no later than the Redemption Date all Preferred Dividends that have accrued or become payable in relation to the Preferred Shares in accordance with the Preferred Share Terms and Conditions and which have not been paid on the applicable Dividend Payment Dates.

Unless previously redeemed or purchased and cancelled as specified below, provided that the Issuer satisfies the Solvency Test immediately following such redemption, each Preferred Share in a Class of Preferred Shares shall be redeemed by the Issuer on the Final Redemption Date at its Final Redemption Amount, subject to Condition 9, together, if applicable, with any Accrued Preferred Dividends which have not yet been paid, on the Final Redemption Date and in accordance with the Applicable Procedures.

If the Issuer is specified in the Applicable Pricing Supplement as having an option to early redeem the Preferred Shares in a Class of Preferred Shares, the Issuer shall be entitled, having given not less than 10 Business Days’ notice to the Preferred Shareholders, in accordance with Condition 13 (which notice shall be revocable), to redeem all or some of the Outstanding Preferred Shares in that Class of Preferred Shares, on the Early Redemption Date(s) and at the Early Redemption Amount(s) specified in, or determined in the manner specified in, the Applicable Pricing Supplement, together, if applicable, with any Accrued Preferred Dividends which have not yet been paid calculated up to the Early Redemption Date(s).

If a Regulatory Event occurs in relation to all, or any particular Class, of the Preferred Shares, then the Issuer shall be entitled, having given not less than 10 Business Days’ notice to the Preferred Shareholders, or the Preferred Shareholders of that Class, as the case may be, in accordance with Condition 13 (which notice shall be revocable), and in accordance with the Applicable Procedures, to redeem all, and not some only, of the Outstanding Preferred Shares, or the Outstanding Preferred Shares of the relevant Class, as the case may be, on the next Dividend Payment Date and at the Early Redemption Amount set out in Condition 8.5 (or the amount as specified in the Applicable Pricing Supplement), together, if applicable, with any Accrued Preferred Dividends which have not yet been paid calculated up to the date of redemption.

Upon the occurrence of a Redemption Event and receipt by the Issuer of a Special Resolution of Preferred Shareholders requiring that the Preferred Shares held by all of the Preferred Shareholders be forthwith redeemed in accordance with Condition 11, provided that the Issuer satisfies the Solvency Test immediately following such redemption, such Preferred Shares shall become forthwith redeemable at the Early Redemption Amount set out in Condition 8.5 (or the amount as specified in the Applicable Pricing Supplement), together with Accrued Preferred Dividends (if any) which have not yet been paid calculated up to the date of payment, in accordance with Condition 11 and the Applicable Procedures.

All Preferred Shares which are redeemed or are purchased by the Issuer will forthwith be cancelled. In the event that only some of the Preferred Shares represented by a Certificate are cancelled, the Transfer Agent shall deliver a Certificate to such Preferred Shareholder in respect of the balance of the Preferred Shares remaining after such cancellation. Upon receipt of the Redemption Amount, the Preferred Shareholder shall have no further rights against the Issuer in respect of the Preferred Shares so redeemed or arising out of any subscription agreement entered into between the Issuer and that Preferred Shareholder in respect of such Preferred Shares. The Issuer shall notify the CSD of any cancellation or redemption of the Preferred Shares.

To the extent applicable, each Preferred Share will cease to bear Preferred Dividends from the applicable Redemption Date unless, upon due presentation thereof, payment of the Redemption Amount, or any portion thereof, due and payable on the Redemption Date or payment of Preferred Dividends, or any portion thereof, due and payable on a Dividend Payment Date, as the case may be, is improperly withheld or refused or such payment may not, in terms of the IoM Companies Act, be made. In circumstances where such non-payment does not constitute a Redemption Event contemplated in Condition 11, Preferred Dividends will continue to accrue on the outstanding amount due and payable in respect of such Preferred Share, at the Dividend Rate, from (and including) the applicable Redemption Date or the relevant Dividend Payment Date, as the case may be, to (but excluding) the date on which such amounts are paid.

acknowledging that the Board has considered the Solvency Test and has concluded that they are satisfied, on reasonable grounds, that the Issuer will satisfy the Solvency Test immediately after paying all Accrued Preferred Dividends and the aggregate Redemption Amount in respect of the Preferred Shares being redeemed;

Notwithstanding anything to the contrary contained in the Preferred Share Terms and Conditions, but subject to the Applicable Procedures, if the only date or the last date for the exercise of any right or performance of any obligation (including the payment of any amount payable in respect of any Preferred Share) is not a Business Day, then such date shall be, in respect of:

The Calculation Agent will calculate the aggregate Redemption Amounts due and payable by the Issuer in respect of the Preferred Shares prior to the Relevant Date(s) that payment of such Redemption Amounts is due and payable as specified in the Applicable Pricing Supplement. The Calculation Agent will, on the date required by the Applicable Procedures (if any), or otherwise at least two Business Days before each such date, cause such Redemption Amounts to be notified to the Preferred Shareholders (in the manner set out in Condition 13), the Issuer (where the Issuer does not act as the Calculation Agent), the CSD, if applicable.

A Redemption Event in relation to a Class of Preferred Shares shall arise if any of the following events occurs and is continuing:

and such failure remains unremedied for three Business Days after written notice thereof has been delivered by or on behalf of any Preferred Shareholder to the Issuer;

Upon the happening of a Redemption Event, the holders of Preferred Shares of a relevant Class may by Special Resolution declare all of the Preferred Shares in that Class to be immediately due and payable, and require the relevant Preferred Shares to be redeemed at the Early Redemption Amount, together, if applicable, with any Accrued Preferred Dividends which have not yet been paid calculated up to the Redemption Date.

If a Redemption Event occurs, the Issuer will forthwith upon becoming aware of such Redemption Event, give notice thereof in writing to the Transfer Agent, the Calculation Agent, the Preferred Shareholders holding the relevant Preferred Shares, and to the CSD in accordance with the Condition 13 and the Applicable Procedures.

the Transfer Agent, as the case may be, will be deemed to have been received by the Issuer or the Transfer Agent, as the case may be, on the 2nd Business Day after being delivered by hand to the Specified Office of the Issuer or the Transfer Agent, as the case may be, or on the 10th Business Day after the day on which it is mailed by registered post to the Specified Office of the Issuer or the Transfer Agent, as the case may be.

No Subsidiary will have any voting rights in respect of Preferred Shares which are beneficially held by or on behalf of such Subsidiary.

Any claim for payment of Redemption Amounts and/or Preferred Dividends in respect of the Preferred Shares will prescribe three years after the Relevant Date.

The Issuer makes the following representations and warranties to each Preferred Shareholder:

The Preferred Shares and the Preferred Share Terms and Conditions are governed by, and will be construed in accordance with, the laws of the Isle of Man.

SIGNED at ______________________________ on this _________________ day of __________________________________________ 2025

For and on behalf of

USE OF PROCEEDS

Capitalised terms used in this section headed “Use of Proceeds” shall bear the same meanings as used in the Preferred Share Terms and Conditions, except to the extent that they are separately defined in this section or this is clearly inappropriate from the context.

The net proceeds from each issue of Preferred Shares will be applied as described in the Applicable Pricing Supplement.

DESCRIPTION OF THE ISSUER

All information pertaining to, inter alia, the description of the Issuer, its business, management and corporate governance, is set out in the Information Statement, which will be amended and restated from time to time, which is incorporated by reference in, and forms part of this Programme Memorandum, and is available on the Issuer’s website at https://primekapital.com/pk-investments/.

SETTLEMENT, CLEARING AND TRANSFERS OF PREFERRED SHARES

Capitalised terms used in this section headed “Settlement, Clearing and Transfer of Preferred Shares” shall bear the same meanings as those used in the Preferred Share Terms and Conditions, except to the extent that they are separately defined in this section or are clearly inappropriate from the context.

Preferred Shares held in the CSD

Clearing systems

Each Tranche of Preferred Shares which is issued in uncertificated form, will be cleared through the CSD. Each such Tranche of Preferred Shares will be issued, cleared and transferred in accordance with the Applicable Procedures and the Preferred Share Terms and Conditions. Each such Tranche of Preferred Shares will be settled through Participants who will comply with the electronic settlement procedures prescribed by the CSD. The Preferred Shares may be accepted for clearance through any additional clearing system as may be agreed between the Issuer and the Dealer(s).

Participants

The CSD maintains accounts only for the Participants. The Participants are in turn required to maintain securities accounts for their clients. The clients of Participants may include the holders of Beneficial Interests in the Preferred Shares in uncertificated form or as custodians for such holders, may exercise their rights in respect of the Preferred Shares held by them in the CSD only through the Participants. Euroclear Bank S.A./N.V., as operator of the Euroclear System and Clearstream Banking société anonyme (Clearstream Luxembourg) will settle offshore transfers through their South African Participant.

Settlement and clearing

Participants will be responsible for the settlement of script and payment transfers through the CSD and the South African Reserve Bank.

While a Tranche of Preferred Shares is held in the CSD, the Nominee will be named in the Register as the sole holder of the Preferred Shares in that Tranche. All amounts to be paid in respect of Preferred Shares held in the CSD will be paid to the CSD pursuant to the Applicable Procedures, and all rights to be exercised in respect of the Preferred Shares issued in uncertificated form and held in the CSD may be exercised only in accordance with the Applicable Procedures.

In relation to each Person shown in the records of the CSD or the relevant Participant, as the case may be, as the holder of a Beneficial Interest in a particular aggregate number of Preferred Shares, a certificate or other document issued by the CSD or the relevant Participant, as the case may be, as to aggregate number of Preferred Shares, as the case may be, standing to the account of such Person shall be prima facie proof of such Beneficial Interest. The Nominee (as the registered holder of the applicable Preferred Shares named in the Register) will be treated by the Issuer, the Paying Agent, the Transfer Agent and the relevant Participant as the holder of that aggregate number of Preferred Shares, as applicable, for all purposes.

Payments of all amounts in respect of a Tranche of Preferred Shares which is in uncertificated form and held in the CSD will be made to the CSD, which in turn will transfer such funds, via the Participants, to the holders of Beneficial Interests. Each of the persons reflected in the records of the CSD or the relevant Participant, as the case may be, as the holders of Beneficial Interests in Preferred Shares shall look solely to the CSD or the relevant Participant, as the case may be, for such Person’s share of each payment so made by (or on behalf of) the Issuer.

Preferred Shares issued in uncertificated form

The Issuer will, subject to Applicable Laws, issue Preferred Shares in uncertificated form.

Preferred Shares issued in uncertificated form will not be represented by any Certificate or written instrument.

All transactions in uncertificated securities as contemplated in the SA Financial Markets Act will be cleared and settled in accordance with the Applicable Procedures. All the provisions relating to Beneficial Interests in the Preferred Shares held in the CSD will apply to Preferred Shares issued in uncertificated form.

Beneficial Interests

The CSD will hold each Tranche of Preferred Shares issued in uncertificated form, subject to the SA Financial Markets Act and the Applicable Procedures.

Accordingly, and except where the contrary is provided in the Preferred Share Terms and Conditions, all amounts to be paid in respect of the Preferred Shares issued in uncertificated form and held in the CSD will be paid to the CSD pursuant to the Applicable Procedures, and all rights to be exercised in respect of the Preferred Shares issued in uncertificated form and held in the CSD may be exercised only in accordance with the Applicable Procedures.

The CSD maintains central securities accounts only for Participants.

The Participants are in turn required to maintain securities accounts for their clients. The clients of Participants may include the holders of Beneficial Interests in the Preferred Shares or their custodians. The clients of Participants, as the holders of Beneficial Interests or as custodians for such holders, may exercise their rights in respect of the Preferred Shares held by them in the CSD only through their Participants.

In relation to each person shown in the records of the CSD or the relevant Participant, as the case may be, as the holder of a Beneficial Interest in the Preferred Shares, a certificate or other document issued by the CSD or the relevant Participant, as the case may be, as to the number of such Preferred Shares standing to the account of such person shall be prima facie proof of such Beneficial Interest. However, the registered holder of such Preferred Shares named in the Register will be treated by the Issuer, the Paying Agent, the Transfer Agent and the relevant Participant as the holder of that outstanding amount of such Preferred Shares for all purposes.

Payments of dividends and principal in respect of Preferred Shares held in uncertificated form, will be made in accordance with Condition 9 to the CSD, and the Issuer will be discharged by proper payment to or to the order of the CSD in respect of each amount so paid. The CSD will in turn transfer such funds, via the Participants, to the holders of Beneficial Interests.

Each of the persons shown in the records of the CSD and the relevant Participant, as the case may be, as the holders of Beneficial Interests will look solely to the CSD or the relevant Participant, as the case may be, for such person’s share of such payment so made by the Issuer to, or to the order of, the registered holder of such Preferred Shares.

Transfers of Beneficial Interests in the Preferred Shares held in the CSD to and from clients of the Participants occur by electronic book entry in the central securities accounts of the clients of the Participants. Transfers among Participants of Preferred Shares held in the CSD system occur through electronic book entry in the Participants’ central security accounts with the CSD. Beneficial Interests may be transferred only in accordance with the Preferred Share Terms and Conditions and the rules and operating procedures for the time being of the CSD and Participants.

The Issuer shall regard the Register as the conclusive record of title to the Preferred Shares.

Certificates

The Preferred Shares represented by Certificates will be registered in the name of the individual holders in the respective Register of holders.

Preferred Shares represented by Certificates may be transferred only in accordance with the Preferred Share Terms and Conditions.

All payments in respect of Preferred Shares represented by Certificates will be made in accordance with Condition 9 to the person reflected as the registered holder of such Certificates in the Register on the Record Date, and the Issuer will be discharged by proper payment to or to the order of the registered holder of the Certificate in respect of each amount so paid.

Records of payments, trust and voting

Neither the Issuer nor the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, Beneficial Interests, or for maintaining, supervising or reviewing any records relating to Beneficial Interests. Neither the Issuer nor the Paying Agent nor the Transfer Agent will be bound to record any trust in the Register or to take notice of or to accede to the execution of any trust (express, implied or constructive) to which any Preferred Shares may be subject to. Holders of Beneficial Interests vote in accordance with the Applicable Procedures.

TAXATION

The comments below are intended as a general guide to the current position under the laws of South Africa and the Isle of Man. The contents of this section headed “Taxation” do not constitute tax advice and persons should consult their professional advisers.

The information contained below is intended to be a general guide to the relevant tax laws of South Africa and the Isle of Man as at the Programme Date and is not intended as comprehensive advice and does not purport to describe all of the considerations that may be relevant to a prospective purchaser of Preferred Shares. Prospective purchasers of Preferred Shares should consult their own professional advisers in regard to the purchase of Preferred Shares and the tax implications thereof. Accordingly, the Issuer makes no representation and gives no warranty or undertaking, express or implied, and accepts no responsibility for the accuracy or completeness of the information contained in this section. The information contained below sets out guidelines on the current position regarding South African taxation for taxpayers who hold the Preferred Shares as capital assets. Traders in these Preferred Shares should consult their own advisers.

South Africa

Residents

Under current South African tax laws, a “resident” (as defined in section 1 of the SA Income Tax Act) is subject to South African income tax on his/her worldwide income. Accordingly, all Preferred Shareholders who are “residents” of South Africa will generally be subject to income tax, subject to available deductions, allowances and exemptions, on any income (including income in the form of dividends) earned in respect of the Preferred Shares.

A natural person is a resident of South Africa for tax purposes if (i) he/she is ordinarily resident in South Africa, or (ii) he/she is not ordinarily resident in South Africa but is physically present in South Africa for certain periods specified in the SA Income Tax Act. A juristic person is a resident of South Africa for tax purposes if it is incorporated, established or formed in South Africa or if it has its place of effective management in South Africa.

Prospective Preferred Shareholders are advised to consult their own professional advisers as to whether dividends which are received by or accrue to them in respect of a Preferred Share would result in a tax liability in South Africa.

A monetary amount paid by the Issuer to a Preferred Shareholder, in respect of a Preferred Share, will constitute either a “ foreign dividend” or a “ foreign return of capital” for South African income tax purposes. The determination of which form the amount comprises is made with reference to the treatment of the amount according to tax law relating to companies in the Isle of Man (or in the absence of tax law, company law in the Isle of Man), being the country in which the place of effective management of the Issuer is located.

In essence, an amount will comprise a “ foreign return of capital” if it does not comprise a “ foreign dividend” (i.e., if it is treated as another form of distribution or similar payment for purposes of tax laws applicable to companies in the Isle of Man). It is understood that distributions made in respect of the Preferred Shares will generally comprise dividends for income tax purposes in the Isle of Man and will accordingly generally comprise foreign dividends for South African income tax purposes.

On the basis that Preferred Dividends received or accrued to Prospective Preferred Shareholders will constitute dividends, the Preferred Dividends will be regarded as foreign dividends for South African tax purposes. Foreign dividends are included in the gross income of residents and subject to tax, subject to certain exceptions.

Foreign dividends which are received by or accrue to a Preferred Shareholder in respect of a Preferred Share may, depending on the circumstances set out in the legislation, be fully exempt from income tax in terms of section 10B(2) of the SA Income Tax Act.

Additionally, foreign dividends which are not fully exempt from income tax in terms of section 10B(2) may be partially exempt from income tax in terms of a formula set out in section 10B(3) of the SA Income Tax Act. Prospective Preferred Shareholders will be required to apply this formula to their specific circumstances in order to determine that part of any foreign dividend which is exempt from income tax in terms of section 10B(3).

The exemptions from income tax provided by section 10B(2) and section 10B(3) may not apply in certain circumstances and, accordingly, Prospective Preferred Shareholders are advised to consult their own professional advisers as to the extent that these exemptions from income tax may be available to them.

Redemption

On the redemption of the Preferred Shares, the South African tax treatment will depend on whether such redemption constitutes a “ foreign dividend” (see above), or a “ foreign return of capital”.

To the extent that an amount payable by the Issuer to a South African resident Preferred Shareholder on redemption of the Preferred Shares constitutes a “ foreign return of capital”, such an amount should not be included in the “gross income” of the South African resident Preferred Shareholder and should therefore not be subject to income tax. There may, however, be capital gains tax implications (see below).

The income tax treatment of the Preferred Shares may differ from what is set out above if the provisions of section 8E or 8EA apply (see below).

Prospective Preferred Shareholders are advised to consult their own professional advisers as to whether the Preferred Shares may be subject to the provisions of section 8E and 8EA. If the Preferred Shares are subject to these provisions, the tax consequences may differ from what is set out in this Programme Memorandum.

Sections 8E and 8EA operate to re-characterise foreign dividends as “income” as a result of shares constituting “hybrid equity instruments” or “third-party backed shares” under section 8E or section 8EA of the SA Income Tax Act.

In terms of section 8E, if a share qualifies as a “hybrid equity instrument”, foreign dividends which accrue in respect of that share are regarded as income in the hands of the recipient and are taxable as such.

Section 8E defines a “hybrid equity instrument” to include, inter alia, any share, other than an equity share, if (i) the issuer of that share is obliged to redeem it within three years of its date of issue, or (ii) its holder has the option to have the share redeemed within three years of its date of issue. Further, if the Preferred Share is secured by a financial instrument in the form of an interest-bearing arrangement or subject to a negative pledge over a financial instrument in the form of an interest-bearing arrangement, the Preferred Share will be deemed a “hybrid equity instrument”, unless the Preferred Share was issued for a “qualifying purpose” as defined in section 8EA, which includes, among other things, the direct or indirect acquisition of shares in an operating company (and transactions generally involving the re-financing of such acquisitions).

Section 8EA applies to Preferred Shares if they are subject to “enforcement rights”, such as where the Preferred Shareholder has an enforcement right against any person (guarantor) other than the Issuer to, inter alia, acquire that Preferred Share from the Preferred Shareholder or make any payment in respect of that Preferred Share in terms of a guarantee, indemnity or similar arrangement, as a result of any amount of any specified foreign dividend or foreign return of capital attributable to that Preferred Share not being received by, or accruing to, the Preferred Shareholder. If Preferred Shares fall within the provisions of section 8EA, the Preferred Shares will constitute a “third-party backed share” and the foreign dividends will be deemed to be income in the Preferred Shareholder’s hands, unless an exemption applies, for example, if there are excluded guarantors under section 8EA(3)(b).

Prospective Preferred Shareholders are advised to consult their own professional advisers as to whether a disposal of Preferred Shares will result in a capital gains tax liability in South Africa.

The South African tax system distinguishes between the tax treatment of receipts and accruals of a revenue nature and those of a capital nature. Capital receipts are subject to capital gains tax ("CGT"), while revenue receipts are subject to normal income tax.

The determination of whether shares are held as capital assets is generally a question of fact and depends primarily upon the intention with which the shares were acquired and held, and will be determined by applying South African common law principles as well as the “safe harbour” rules in terms of section 9C of the SA Income Tax Act (if applicable). Section 9C provides that if an “equity share” is held for a continuous period of at least three years, any gains or losses derived from the disposal of such share will be deemed to be capital in nature irrespective of what the actual intention was. Prospective Preferred Shareholders are advised to consult their own profession advisers as to whether section 9C would apply to them.

South Africa Resident Preferred Shareholders

Any disposal of the Preferred Shares, by a Preferred Shareholder who is a South African resident, may be subject to CGT, where applicable, determined in accordance with the CGT provisions contained in the Eighth Schedule to the SA Income Tax Act.

Where a Preferred Shareholder receives a “ foreign return of capital” prior to the disposal of its Preferred Shares, the Preferred Shareholder must reduce their base cost for CGT purposes by the amount received. If the amount received exceeds the base cost of the Preferred Shares, the excess portion will be treated as a capital gain in the hands of a Preferred Shareholder for the year of assessment in which the foreign return of capital is received by or accrues to the Preferred Shareholder and will be subject to CGT.

Additionally, paragraph 43A of the Eighth Schedule to the SA Income Tax Act may apply to a South African resident Preferred Shareholder that is a company and that holds at least 10% of the equity shares and voting rights in the Issuer (whether alone or together with any other company forming part of the same group of companies) where that Preferred Shareholder disposes of a Preferred Share and:

If paragraph 43A applies, the extraordinary exempt dividends will be deemed to form part of the proceeds of the disposal of the Preferred Shares (and will be subject to CGT). Prospective Preferred Shareholders are advised to consult their own professional advisers as to whether paragraph 43A of the Eighth Schedule may apply to them.

Capital gains are subject to CGT at an effective tax rate of 21.6% for companies (which is the inclusion rate of the gain into taxable income at 80% multiplied by the corporate tax rate of 27%), or up to 18% for individuals (which is the inclusion rate at 40% multiplied by the highest marginal tax rate of 45%). For individual shareholders, an annual exclusion from capital gains of R40,000 can be applied against a capital gain.

Non-Resident Preferred Shareholders

Preferred Shareholders who are not tax resident in South Africa will generally not be subject to CGT (if any) on the disposal of Preferred Shares unless the Preferred Shares are attributable to the permanent establishment of such non‑resident located in South Africa.

No value-added tax (VAT) is payable on the issue or transfer of the Preferred Shares in terms of the South African Value-Added Tax Act 89 of 1991 (the VAT Act). The issue, sale or transfer of the Preferred Shares constitute “ financial services” as defined in section 2 of the VAT Act. In terms of section 2 of the VAT Act, the issue, allotment or transfer of ownership of an equity security or a participatory security constitutes a financial service, which is exempt from VAT in terms of section 12(a) of the VAT Act.

However, commissions, fees or similar charges raised for the facilitation of the issue, allotment or transfer of ownership of the Preferred Shares will be subject to VAT at the standard rate (currently 15% (fifteen per cent)), except where the recipient is a non-resident as contemplated below.

Services (including exempt financial services) rendered to non-residents of South Africa who are not in South Africa when the services are rendered, are subject to VAT at the zero rate in terms of section 11(2)(l) of the VAT Act.

The references to “dividend” and “ foreign dividend” above mean “dividend ” and “ foreign dividend” respectively as understood in South African tax law. The statements above do not take account of any different definitions of “dividend” or “ foreign dividend” which may prevail under any other law or which may be created by the Preferred Share Terms and Conditions or related documentation.

Isle of Man

Isle of Man Taxation

The statements set out below are intended only as a general guide to current aspects of Isle of Man taxation. The summary does not purport to be an exhaustive analysis of all potential Isle of Man tax. If you are in any doubt as to your tax position or if you may be subject to tax in any other jurisdiction, you are strongly recommended to consult an appropriate professional adviser.

Tax residence in the Isle of Man

The Issuer is resident for taxation purposes in the Isle of Man by virtue of being incorporated in the Isle of Man.

Capital taxes in the Isle of Man

The Isle of Man has a regime for the taxation of income, but there are no capital duties, stamp taxes or inheritance taxes in the Isle of Man. No Isle of Man stamp duty will be payable on the issue or transfer of, or any other dealing in, the Preferred Shares.

Zero rate of corporate income tax in the Isle of Man

The Isle of Man now operates a zero rate of tax for most corporate taxpayers. This will include the Issuer. Under this regime, the Issuer is subject to corporate income tax in the Isle of Man at the standard rate of zero percent; there is no withholding to be made by the Issuer on account of Isle of Man tax in respect of dividends paid by the Issuer.

EXCHANGE CONTROL

Capitalised terms used in this section headed “Exchange Control” shall bear the same meanings as used in the Preferred Share Terms and Conditions, except to the extent that they are separately defined in this section or this is clearly inappropriate from the context.

The information below is intended as a general guide to the current position under the Exchange Control Regulations as at the date of this Programme Memorandum. The contents of this section headed “Exchange Control” do not constitute exchange control advice and do not purport to describe all of the considerations that may be relevant to a prospective subscriber for or purchaser of any Preferred Shares. Prospective subscribers for or purchasers of any Preferred Shares should consult their professional advisers in this regard.

For purposes of this section, Common Monetary Area means South Africa, Lesotho, Namibia, and Eswatini.

Emigrants from the Common Monetary Area

Emigrants from the Common Monetary Area seeking to fund the Preferred Shares from their Emigrant’s Capital Account (i.e. a South African bank account holding remaining assets of the Emigrant) must obtain prior exchange control approval from an Authorised Dealer or from the South African Reserve Bank through an Authorised Dealer. Each emigrant would have to approach its South African bank (in its capacity as an Authorised Dealer) for the approval.

Non-residents of the Common Monetary Area and residents of Lesotho, Namibia and Eswatini

Non-residents of the Common Monetary Area and residents of Lesotho, Namibia and Eswatini acquiring Preferred Shares must satisfy themselves to the full observance of the laws of their relevant jurisdiction concerning investment in the Preferred Shares, including obtaining any requisite governmental and other consents, observing any other requisite formalities and paying any transfer or other taxes due in such territory. If in doubt, non-residents should consult their professional advisors without delay.

South African investors

South African investors acquiring Preferred Shares must do so using their permissible foreign portfolio investment allowances in terms of the Exchange Control Regulations. Should South African investors acquire the Preferred Shares in exchange for investments they hold in a South African inward listed company, the South African investors (particularly corporates, trusts, partnerships, and private individuals) must obtain prior exchange control approval from their Authorised Dealers or from the SARB through their Authorised Dealers.

Exchange control – Issuer

As at the date of this Programme Memorandum, the Issuer has obtained the necessary exchange control approval for this Programme.

SUBSCRIPTION AND SALE

Capitalised terms used in this section entitled “Subscription and Sale” shall bear the same meanings as used in the Preferred Share Terms and Conditions, except to the extent that they are separately defined in this section or this is clearly inappropriate from the context.

In terms of (and subject to) the Programme Agreement, PSG Capital have been appointed as Dealer on an on-going basis for the duration of the Programme. The Issuer may appoint one or more Dealers for a specific issue of one or more Tranches of Preferred Shares or on an on-going basis. In terms of (and subject to) the Programme Agreement, the Issuer may from time to time agree with any Dealer(s) to issue, and any Dealer(s) may agree to place, one or more Tranches of Preferred Shares.

SELLING RESTRICTIONS

South Africa

Prior to the issue of any Tranche of Preferred Shares under the Programme by the Issuer, each Dealer for that Tranche of Preferred Shares will be required to represent and agree that it will not solicit any offers for subscription for or sale of the Preferred Shares in that Tranche of Preferred Shares, and will itself not sell Preferred Shares, in South Africa, in contravention of the SA Companies Act, the SA Banks Act, the Exchange Control Regulations and/or any other Applicable Laws and regulations in force from time to time.

In particular, without limitation, this Programme Memorandum does not, nor is it intended to, constitute a registered prospectus (as that term is defined in the SA Companies Act) and each Dealer will be required to represent and agree that it will not make “an offer to the public” (as that term is defined in the SA Companies Act) of any of the Preferred Shares in that Tranche of Preferred Shares (whether for subscription or sale), for purposes of which Preferred Shares will not be offered to any person other than (i) persons falling within the exemptions set out in section 96(1)(a) of the Companies Act; or (ii) persons who subscribe, as principal, for Preferred Shares at a minimum aggregate Issue Price as envisaged in section 96(1)(b) of the Companies Act.

Information made available in this Programme Memorandum should not be considered as “advice” as defined in the Financial Advisory and Intermediary Services Act, 2002.

Isle of Man

Any offer for subscription or sale of the Preferred Shares made within the Isle of Man can only be made: (i) by an Isle of Man financial services licence holder licensed under section 7 of the Isle of Man Financial Services Act; or (ii) in accordance with any relevant exclusion contained in the Isle of Man Regulated Activities Order 2011, as amended or in terms of an exemption contained in the Isle of Man Financial Services (Exemptions) Regulations 2011, as amended.

This Programme Memorandum has not been approved by or filed with any regulatory authority in the Isle of Man, including the Isle of Man Financial Services Authority.

General

Prior to the issue of any Tranche of Preferred Shares under the Programme, each Dealer who has (or will have) agreed to place that Tranche of Preferred Shares will be required to agree that:

Neither the Issuer nor any of the Dealers represent that the Preferred Shares may at any time lawfully be subscribed for or sold in compliance with any applicable registration or other requirements in any jurisdiction or pursuant to any exemption available thereunder or assumes any responsibility for facilitating such subscription or sale.

GENERAL INFORMATION

Capitalised terms used in this section entitled “General Information” shall bear the same meanings as used in the Preferred Share Terms and Conditions, except to the extent that they are separately defined in this section or this is clearly inappropriate from the context.

Authorisations

All consents, approvals, Authorisations or other orders of all regulatory authorities required by the Issuer under the laws of South Africa and the Isle of Man have been given for the establishment of the Programme and the issue of Preferred Shares under the Programme and for the Issuer, Transfer Agent, Settlement Agent, Calculation Agent and Paying Agent to undertake and perform their respective obligations in terms of the Preferred Shares.

If exchange control approval is required for the issue of any Tranche of Preferred Shares, such exchange control approval will be obtained prior to the issue of such Tranche of Preferred Shares.

Listing

This Programme Memorandum has not been approved or registered with any Financial Exchange. Only Unlisted Preferred Shares will be issued under the Programme, which will not be regulated by any Financial Exchange.

Documents available

Copies of the following documents will, when published, be available from the registered office of the Issuer as set out at the end of this Programme Memorandum:

Clearing systems

The uncertificated Preferred Shares have been accepted for clearance through the CSD and may be accepted for clearance through any additional clearing system as may be agreed between the Issuer and the Dealer(s).

Auditors

PricewaterhouseCoopers LLC have acted as the auditors of the financial statements of the Issuer for the financial years ended 30 June 2022, 30 June 2023 and 30 June 2024 and, in respect thereof, have issued an unqualified audit report.

Litigation

The Issuer has not been involved in any legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware) that may have or have had a material effect on the financial position of the Issuer in the previous twelve months.

Material Change

As at the date of this Programme Memorandum, following due and careful enquiry, there has been no material change in the financial or trading position of the Issuer and its Subsidiaries, if applicable, that has occurred since the date of publication of the Issuer’s unaudited interim financial results for the nine month period ended 31 March 2025.

Compliance

The Issuer is incorporated in terms of and in compliance with the provisions of, inter alia, the IoM Companies Act and is acting in conformity with its Articles of Association.

CORPORATE INFORMATION

ISSUER

PK Investments Limited

(Registration number 014469V)
Part of the Second Floor
Exchange House

54-62 Athol Street

Douglas

Isle of Man IM1 1JD

Contact: Mr Timothy Mark Callister

Tel: +44 7624 461 949

ARRANGER

PSG Capital Proprietary Limited

(Registration number 2006/015817/07)
1st Floor, Ou Kollege Building

35 Kerk Street

Stellenbosch
7600
South Africa

and

The Place, First Floor

1 Sandton Drive, North Towers

Sandhurst, Sandton
2196

South Africa

Contact: Ms Monica Griessel

Tel: +27 (0) 10 978 2434

DEALERS

STRATE ISSUER AGENT, PAYING AGENT AND SETTLEMENT AGENT

FirstRand Bank Limited

(acting through its Rand Merchant Bank division)

(Registration number 1929/001225/06)

1 Merchant Place

Cnr Fredman Drive and Rivonia Road

Sandton, Gauteng
2146

South Africa

Contact: Head – Debt Finance Group

Tel: +27 (0) 11 282 8000

CALCULATION AGENT

PK Investments Limited

(Registration number 014469V)
Part of the Second Floor
Exchange House

54-62 Athol Street

Douglas

Isle of Man IM1 1JD

Contact: Mr Timothy Mark Callister

Tel: +44 7624 461 949

TRANSFER AGENT

CTSE Registry Services Proprietary Limited

(Registration number 2016/396777/07)
The District

Block B, 6th Floor
41 Sir Lowry Road
Woodstock
Cape Town
7925

South Africa
Contact: Ms Estelle de Jager

Tel:+27 (0) 11 100 8352

LEGAL ADVISERS TO THE ISSUER, ARRANGER AND DEALERS AS TO SOUTH AFRICAN LAW

Bowman Gilfillan Incorporated t/a Bowmans

(Registration number 1998/021409/21)
11 Alice Lane

Sandton
2196
South Africa

Contact: Mr Casper van Heerden
Tel: +27 (0) 11 669 9354

LEGAL ADVISERS TO THE ISSUER, ARRANGER AND DEALERS AS TO ISLE OF MAN LAW

Simcocks Advocates Limited, Isle of Man

(Registration number 104672C)

Ridgeway House

Ridgeway Street

Douglas

Isle of Man

IM1 1EL

Contact: Mr Alex Spencer

Tel: +44 1624 690352

AUDITORS TO THE ISSUER

PricewaterhouseCoopers LLC

(Registration number 000934L)
Sixty Circular Road

Douglas

Isle of Man

IM1 1SA

Contact: Mr James Gumbley

Tel: +44 1624 689689

PK INVESTMENTS LIMITED

(incorporated in the Isle of Man under registration number 014469V)

Issue of EUR[●],000,000 Redeemable, Non-Participating Preferred Shares
Under its EUR1,000,000,000 Preferred Share Programme

This Applicable Pricing Supplement must be read in conjunction with the Programme Memorandum prepared by the Issuer dated 1 August 2025, as may be amended, varied, restated, novated or supplemented from time to time (the Programme Memorandum) and the general preferences, rights, limitations and other terms attaching to each Preferred Share, as set out or incorporated by reference in the Issuer’s Articles of Association.

References in this Applicable Pricing Supplement to the General Preferred Share Terms are to the section of the Programme Memorandum headed “Preferred Share Terms and Conditions” (the General Preferred Share Terms). References to any Condition in this Applicable Pricing Supplement are to that Condition of the General Preferred Share Terms.

Any capitalised terms not defined in this Applicable Pricing Supplement shall have the meanings ascribed to them in the General Preferred Share Terms.

This document constitutes the Applicable Pricing Supplement relating to the issue of the Class B Preferred Shares described herein (the Class B Preferred Shares).

This Applicable Pricing Supplement may specify other terms and conditions, which are not inconsistent with the General Preferred Share Terms, which shall, to the extent so specified supplement the General Preferred Share Terms for the purpose of such Tranche of Class B Preferred Shares.

To the extent that there is any conflict or inconsistency between the contents of this Applicable Pricing Supplement and the Programme Memorandum, the provisions of the Applicable Pricing Supplement shall prevail.

Responsibility:

The Issuer certifies that to the best of its knowledge and belief there are no facts that have been omitted from the Programme Memorandum or this Applicable Pricing Supplement which would make any statement false or misleading and that all reasonable enquiries to ascertain such facts have been made and that this Applicable Pricing Supplement contains all information required by Applicable Law. The Issuer accepts full responsibility for the accuracy of the information contained in the Programme Memorandum, this Applicable Pricing Supplement and all documents incorporated by reference (see section of the Programme Memorandum headed “Documents Incorporated by Reference”).

SIGNED at ______________________________ on this _________________ day of __________________________________________ 2025

For and on behalf of

SCHEDULE 1: ADDITIONAL TERMS AND CONDITIONS

The following are additional terms and conditions (the Additional Terms and Conditions) which apply to the Class B Preferred Shares contemplated in this Applicable Pricing Supplement and which will be incorporated by reference into the Class B Preferred Shares, except that all references in the Programme Memorandum to “the Preferred Shares” shall be deemed to be references to these Class B Preferred Shares.

In this Applicable Pricing Supplement, unless inconsistent with the context, the following expressions shall have the following meanings.

minus the Issue Price per Preferred Share;

in relation to:

Upon Early Redemption or Final Redemption the Issuer are obliged to pay the Redemption Dividend per Preferred Share being redeemed.

then:

SCHEDULE 2: SELLING RESTRICTIONS

Capitalised terms used in this Schedule 2 headed “Selling Restrictions” shall bear the same meanings as used in the General Preferred Share Terms and this Applicable Pricing Supplement, except to the extent that they are separately defined in this Schedule 2 or this is clearly inappropriate from the context.

The following selling restrictions are in addition to, and shall be read together with, the selling restrictions set out in the section entitled “Subscription and Sale” in the Programme Memorandum. These additional restrictions apply to the Class B Preferred Shares described in this Applicable Pricing Supplement.

General

This Applicable Pricing Supplement does constitute, advertise and relate to an offer to the public in South Africa (as defined in the SA Companies Act) for the sale of or subscription for, or the solicitation of an offer to acquire or subscribe for, Class B Preferred Shares. Accordingly, this Programme Memorandum should be read together with the prospectus registered under the SA Companies Act and published on 4 August 2025, which accompanies this Applicable Pricing Supplement and which complies with the substance and form requirements for prospectuses set out in the SA Companies Act and the Companies Regulations of 2011 (the Prospectus). The Prospectus is also issued in terms of section 45 of the IoM Companies Act. The Prospectus and this Applicable Pricing Supplement have not been approved by any regulatory authority in the Isle of Man. It is not required for the Prospectus or Applicable Pricing Supplement to be approved by, filed or registered with any governmental or public body, authority or agency in the Isle of Man either on, before or after the date of publication of each such document.

United States

The Class B Preferred Shares are securities issued by a company registered in the Isle of Man, and the Voluntary Bid (as defined in Schedule 1 entitled “Additional Terms and Conditions”) is subject to procedural and disclosure requirements which are different from those of the United States of America (United States or US). The financial information with respect to the Issuer referred to in the Programme Memorandum and this Applicable Pricing Supplement has been prepared in accordance with IFRS and thus may not be comparable to financial information of companies in the United States or companies whose financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United States.

It may be difficult for U.S holders of Class B Preferred Shares to enforce their rights and any claim they may have arising under the federal securities laws, since the Issuer is located in a foreign country, and some or all of its officers and the Issuer’s directors may be residents of a foreign country. U.S holders of Class B Preferred Shares may not be able to sue the Issuer or its officers or the Issuer’s directors in a foreign court for violations of the U.S. securities laws. It may be difficult for U.S holders of Class B Preferred Shares to compel a foreign company (being the Issuer) and its affiliates to subject themselves to a U.S. court’s judgment.

The Issuer may purchase securities otherwise than under the Voluntary Bid, such as in open market or privately negotiated purchases, subject to any restrictions or requirements under the Applicable Laws.

Securities may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act), or the securities laws of any state of the United States or other jurisdiction, and, subject to certain limited exceptions, may not be offered or sold within the United States absent registration under the U.S. Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. The Class B Preferred Shares to be issued pursuant to the Voluntary Bid are not, and will not be, registered under the U.S Securities Act and will be issued in reliance on the exemption from registration provided by Rule 802 under the U.S Securities Act.

Neither the Securities and Exchange Commission nor any securities commission of any state of the United States has approved the Voluntary Bid, passed upon the fairness of the Voluntary Bid or passed upon the adequacy or accuracy of the Programme Memorandum and this Applicable Pricing Supplement. Any representation to the contrary is a criminal offence in the United States. In accordance with the exemption from the registration requirements of the U.S. Securities Act provided by Rule 802 thereunder with respect to the Class B Preferred Shares to be issued in connection with the Voluntary Bid, the Issuer will submit to the U.S. Securities and Exchange Commission any informational document it publishes or otherwise disseminates to holders of MAS shares related to the Voluntary Bid.

Any decision to accept the Voluntary Bid should be made on the basis of the information in the Programme Memorandum (and the publicly available information referred to herein).

European Economic Area

Prior to the issue of any Tranche of Preferred Shares under the Programme, each Dealer who has (or will have) agreed to place that Tranche of Preferred Shares will be required to represent and agree that, in relation to each Member State of the European Economic Area which has implemented the EU Prospectus Regulations (each a Relevant Member State), with effect from and including the date on which the EU Prospectus Regulations is implemented in that Relevant Member State (the Relevant Implementation Date) it has not made and will not make an offer of any of such Preferred Shares to the public in that Relevant Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer of any of such Preferred Shares to the public in that Relevant Member State:

For the purposes of this provision, the expression an “offer of Preferred Shares to the public” in relation to any Preferred Shares means the communication in any form and by any means of sufficient information on the terms of the offer and the Preferred Shares to be offered so as to enable an investor to decide to purchase or subscribe for the Preferred Shares, and the expression “EU Prospectus Regulations” means Regulation (EU) 2017/1129 (as amended).

The Dealers have represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree that, in relation to any offering of Preferred Shares to which Directive 2014/65/EU on markets in financial instruments (as amended, MiFID II) applies, that such offering is in accordance with the applicable rules set out in MiFID II (including any applicable national transposition of MiFID II), including that any commission, fee or non-monetary benefit received from the relevant Issuer complies with such rules.

United Kingdom

Public Offer Selling Restrictions under the UK Prospectus Regulation

Prior to the issue of any Tranche of Preferred Shares under the Programme, each Dealer who has (or will have) agreed to place that Tranche of Preferred Shares will be required to represent and agree that has not made and will not make an offer of any of such Preferred Shares in the United Kingdom except that it may make an applicable offer of any of such Preferred Shares in the United Kingdom:

For the purposes of this provision, the expression “an applicable offer of Preferred Shares” in relation to any Preferred Shares means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Preferred Shares and the expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act, 2018 and regulations made thereunder.

Other regulatory restrictions: The Dealer has represented and agreed, and each further Dealer appointed under this Programme will be required to represent and agree, that:

Selling Restrictions Addressing Additional United Kingdom Securities Laws

Prior to the issue of any Tranche of Preferred Shares under the Programme, each Dealer who has (or will have) agreed to place that Tranche of Preferred Shares will be required to represent and agree that:

Australia

The Issuer is not registered as a foreign company in Australia.

The provision of this Applicable Pricing Supplement to any person does not constitute an offer of Class B Preferred Shares to that person or an invitation to that person to apply for Class B Preferred Shares. It is only available to persons who are residents in Australia where they are receiving the offer to acquire Class B Preferred Shares in exchange for MAS shares under the Voluntary Bid.

This Applicable Pricing Supplement is not intended to be distributed or passed on, directly or indirectly, to any other class of persons in Australia.

This Applicable Pricing Supplement is not a disclosure document under Chapter 6D of the Australian Corporations Act, 2001 (the Australian Corporations Act) or a product disclosure statement under Part 7.9 of the Australian Corporations Act. It is not required to, and does not, contain all the information which would be required in a disclosure document or a product disclosure document. It has not been lodged with the Australian Securities and Investments Commission.

No person referred to in this Applicable Pricing Supplement holds an Australian financial services licence.

The information in this Applicable Pricing Supplement has been prepared without taking into account any investor’s investment objectives, financial situation or particular needs. Before acting on the information the investor should consider its appropriateness having regard to their investment objectives, financial situation and needs.

This Applicable Pricing Supplement has not been prepared specifically for Australian investors. It:

This Applicable Pricing Supplement is issued by the Issuer. The Issuer is not licensed in Australia to provide financial product advice in relation to the Class B Preferred Shares. An investor in the Class B Preferred Shares will not have cooling off rights.

Switzerland

This Applicable Pricing Supplement is not intended to constitute an offer or solicitation to purchase or invest in the Class B Preferred Shares. The Class B Preferred Shares may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act (Swiss FinSA) and no application has or will be made to admit the Class B Preferred Shares to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. Neither this Applicable Pricing Supplement nor any other offering or marketing material relating to the Class B Preferred Shares constitutes a prospectus pursuant to the Swiss FinSA, and neither this Applicable Pricing Supplement nor any other offering or marketing material relating to the Class B Preferred Shares may be publicly distributed or otherwise made publicly available in Switzerland.

Prior to the issue of any Tranche of Preferred Shares under the Programme, each Dealer who has (or will have) agreed to place that Tranche of Preferred Shares will be required to represent and agree that it has not made and will not make an offer of any of such Preferred Shares to the public in Switzerland except that it may make an offer of any of such Preferred Shares to professional clients within the meaning of article 4 paragraph 3 Swiss FinSA, or where another exemption under articles 36 or 37 Swiss FinSA applies.

Namibia

This Applicable Pricing Supplement is not intended to constitute an offer or solicitation to purchase or invest in the Class B Preferred Shares. The Class B Preferred Shares may not be publicly offered, directly or indirectly, in the Republic of Namibia (Namibia) in contravention of the Namibian Companies Act, No. 28 of 2004, as amended (Namibian Companies Act), the Banking Institutions Act, 1998, as amended (Namibian Banking Institutions Act) the Namibian Exchange Control Regulations, 1961, and/or any other applicable laws of Namibia in force from time to time.

Neither the Voluntary Bid, the Programme Memorandum and this Applicable Pricing Supplement nor any other offering or marketing material relating to the Preferred Shares constitutes a prospectus pursuant to the Namibian Companies Act, and neither the Voluntary Bid, the Programme Memorandum and this Applicable Pricing Supplement, nor any other offering or marketing material relating to the Class B Preferred Shares may be publicly distributed or otherwise made publicly available in Namibia.

In terms of the Namibian Stock Exchanges Control Act, 1985, as amended (until such time as it is repealed and replaced by the Financial Institutions and Markets Act, 2021, as amended) (Namibian Stock Exchanges Control Act), no person, firm, company, corporation, government, state, or agency of a state or any association or partnership (whether or not having separate legal personality) of two or more of the foregoing, may carry on the business of buying and selling securities in Namibia unless such person is either a registered banking institution (within the meaning of the Namibian Banking Institutions Act) or a registered stock broker. Accordingly, any person engaging in the business of buying or selling the Class B Preferred Shares in Namibia may be required to register as a stockbroker in terms of the Namibian Stock Exchanges Control Act.

Any investor who does not meet the abovementioned requirements is not eligible to receive Preferred Shares. Each investor located or resident in Namibia who subscribes for Class B Preferred Shares will be deemed to have represented and warranted that it is registered as a banking institution (within the meaning of the Namibian Banking Institutions Act) or a registered stockbroker or satisfies another applicable exemption under Namibian law and that it is aware of and complies with the restrictions described above.