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Dealings in Securities

Published: 2023-03-03 09:00:46 ET
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                                    LIBERTY TWO DEGREES LIMITED
                                 Incorporated in the Republic of South Africa
                                   (Registration number 2018/388906/06)
                                      (Approved as a REIT by the JSE)
                                  Share code: L2D ISIN: ZAE000260576
                                         (“L2D” or “the Company”)

                                        DEALINGS IN SECURITIES


In compliance with paragraphs 3.63 to 3.74 of the Listings Requirements of the JSE Limited (“JSE”), L2D
hereby announces the following transactions for the Directors and the Company Secretary of the Company
in terms of L2D’s Restricted Share Plan (“the LTIP”).

1.    FORFEITURE OF RESTRICTED SHARES PREVIOUSLY AWARDED

As a result of the performance condition, being distribution growth in excess of inflation, not being met in
respect of 100% of the third and final tranche of performance-based restricted shares awarded on 1 March
2018, the following restricted ordinary shares held by the Executive Directors were forfeited on 1 March
2023:

Director (Chief Executive)                         Amelia Beattie
Number of securities forfeited                     166 700 ordinary shares
Notional value per share *                         R4.30
Total notional value lost                          R716 810.00

Director (Chief Commercial Officer)                José Snyders
Number of securities forfeited                     125 026 ordinary shares
Notional value per share *                         R4.30
Total notional value lost                          R537 611.80

As a result of the performance condition, being distribution growth in excess of inflation, not being met in
respect of 100% of the second tranche of performance-based restricted shares awarded on 1 March 2019,
the following restricted ordinary shares held by the Executive Directors and Company Secretary were
forfeited on 1 March 2023:

Director (Chief Executive)                         Amelia Beattie
Number of securities forfeited                     212 744 ordinary shares
Notional value per share *                         R4.30
Total notional value lost                          R914 799.20

Director (Chief Commercial Officer)                José Snyders
Number of securities forfeited                     141 829 ordinary shares
Notional value per share *                         R4.30
Total notional value lost                          R609 864.70

Company Secretary                                  Benjamin Swanepoel
Number of securities forfeited                     23 638 ordinary shares
Notional value per share *                         R4.30
Total notional value lost                          R101 643.40

As result of the performance conditions, being distribution growth, total return of assets against the MSCI
benchmark and a strategic component not being fully met, 85% of the first tranche of performance-based
restricted shares awarded on 1 March 2020 held by the Executive Directors and Company Secretary were
forfeited on 1 March 2023 as follows:
Director (Chief Executive)            Amelia Beattie
Number of securities forfeited        244 650 ordinary shares
Notional value per share *            R4.30
Total notional value lost             R1 051 995.00

Director (Chief Commercial Officer)   José Snyders
Number of securities forfeited        159 022 ordinary shares
Notional value per share *            R4.30
Total notional value lost             R683 794.60

Company Secretary                     Benjamin Swanepoel
Number of securities forfeited        36 697 ordinary shares
Notional value per share *            R4.30
Total notional value lost             R157 797.10

2.    VESTING OF RESTRICTED SHARES PREVIOUSLY AWARDED

Director (Chief Executive)            Amelia Beattie
Date of award                         1 March 2020
Date of transaction (Vesting date)    1 March 2023
Number of securities                  43 173 ordinary shares
Nature of transaction                 Off-market vesting of restricted share awards in respect
                                      of 15% of the first tranche of the 1 March 2020 awards.
                                      (No shares were sold to cover the income tax liability)
Vesting periods                       One-third on 1 March 2023, another one-third on 1 March
                                      2024 and the balance on 1 March 2025.
Price per share *                     R4.30
Total value of transaction            R185 643.90
Nature and extent of interest         Direct beneficial

Director (Chief Commercial Officer)   José Snyders
Date of award                         1 March 2020
Date of transaction (Vesting date)    1 March 2023
Number of securities                  28 063 ordinary shares
Nature of transaction                 Off-market vesting of restricted share awards in respect
                                      of 15% of the first tranche of the 1 March 2020 awards.
                                      (No shares were sold to cover the income tax liability)
Vesting periods                       One-third on 1 March 2023, another one-third on 1 March
                                      2024 and the balance on 1 March 2025.
Price per share *                     R4.30
Total value of transaction            R120 670.90
Nature and extent of interest         Direct beneficial

Company Secretary                     Benjamin Swanepoel
Date of award                         1 March 2020
Date of transaction (Vesting date)    1 March 2023
Number of securities                  6 476 ordinary shares
Nature of transaction                 Off-market vesting of restricted share awards in respect
                                      of 15% of the first tranche of the 1 March 2020 awards.
                                      (No shares were sold to cover the income tax liability)
Vesting periods                       One-third on 1 March 2023, another one-third on 1 March
                                      2024 and the balance on 1 March 2025.
Price per share *                     R4.30
Total value of transaction                     R27 846.80
Nature and extent of interest                  Direct beneficial

3.    GRANT AND ACCEPTANCE OF SHARE AWARDS BY THE EXECUTIVE DIRECTORS

In compliance with paragraphs 3.63 to 3.74 of the JSE Listings Requirements, L2D hereby announces that
the Directors of the Company have been granted, and have accepted, share awards in terms of L2D’s
Long-Term Incentive Plan (“the LTIP”).

L2D’s Remuneration Committee approved the following share awards which are subject to performance
conditions:

Director (Chief Executive)                     Amelia Beattie
Acceptance date                                1 March 2023
Number of securities                           1 395 349
Nature of transaction                          Off-market award and acceptance of share awards in
                                               terms of the LTIP.
Vesting periods                                One-third on 1 March 2026, another one-third on 1 March
                                               2027 and the balance on 1 March 2028 subject to
                                               performance conditions, being distribution growth, total
                                               return of assets against the MSCI benchmark and a
                                               strategic component.
Price per share *                              R4.30
Total value of transaction                     R6 000 000.70
Nature and extent of interest                  Indirect beneficial, via L2D’s Restricted Share Plan Trust

Director (Chief Executive)                     Amelia Beattie
Acceptance date                                1 March 2023
Number of securities                           270 533
Nature of transaction                          Off-market award and acceptance of share awards in
                                               respect of a portion of short-term incentive remuneration
                                               being deferred and converted into restricted shares in
                                               terms of the LTIP.
Vesting periods                                One-third on 1 September 2024, another one-third on
                                               1 September 2025 and the balance on 1 September 2026.
                                               No conditionality applies.
Price per share *                              R4.30
Total value of transaction                     R1 163 291.90
Nature and extent of interest                  Indirect beneficial, via L2D’s Restricted Share Plan Trust

Director (Chief Commercial Officer)            José Snyders
Acceptance date                                1 March 2023
Number of securities                           813 953
Nature of transaction                          Off-market award and acceptance of share awards in
                                               terms of the LTIP.
Vesting periods                                One-third on 1 March 2026, another one-third on 1 March
                                               2027 and the balance on 1 March 2028 subject to
                                               performance conditions, being distribution growth, total
                                               return of assets against the MSCI benchmark and a
                                               strategic component.
Price per share *                              R4.30
Total value of transaction                     R3 499 997.90
Nature and extent of interest                  Indirect beneficial, via L2D’s Restricted Share Plan Trust
Director (Chief Commercial Officer)             José Snyders
Acceptance date                                 1 March 2023
Number of securities                            150 000
Nature of transaction                           Off-market award and acceptance of share awards in
                                                respect of a portion of short-term incentive remuneration
                                                being deferred and converted into restricted shares in
                                                terms of the LTIP.
Vesting periods                                 One-third on 1 September 2024, another one-third on
                                                1 September 2025 and the balance on 1 September 2026.
                                                No conditionality applies.
Price per share *                               R4.30
Total value of transaction                      R645 000.00
Nature and extent of interest                   Indirect beneficial, via L2D’s Restricted Share Plan Trust

Director (Chief Financial Officer)              Barbara Makhubedu
Acceptance date                                 1 March 2023
Number of securities                            1 162 791
Nature of transaction                           Off-market award and acceptance of share awards in
                                                terms of the LTIP.
Vesting periods                                 One-third on 1 March 2026, another one-third on 1 March
                                                2027 and the balance on 1 March 2028 subject to
                                                performance conditions, being distribution growth, total
                                                return of assets against the MSCI benchmark and a
                                                strategic component.
Price per share *                               R4.30
Total value of transaction                      R5 000 001.30
Nature and extent of interest                   Indirect beneficial, via L2D’s Restricted Share Plan Trust

Clearance to trade was obtained in terms of paragraph 3.66 of the JSE Listings Requirements.

* The price per share is the closing price of the L2D ordinary share on Tuesday, 28 February 2023.


Johannesburg
3 March 2023

Sponsor
Merchantec Capital

Investor Relations
Sumenthree Moodley
Contact number: 011 358 9171