Fortress REIT Limited - A (JSE:FFA) News - Posting of circular and notice of general meetings

FORTRESS REIT LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2009/016487/06)
JSE share codes:   FFA ISIN: ZAE000248498
                   FFB ISIN: ZAE000248506
Bond Company code: FORI
LEI: 378900FE98E30F24D975
(Approved as a REIT by the JSE)
(“Fortress” or “the Company”)


POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETINGS


Shareholders are referred to the announcement released on SENS on 7 December 2021 wherein Fortress advised that
the distributable earnings for the six-month period ended 31 December 2021 will be less than the A Distribution
Benchmark, which is the prior year’s distribution benchmark for the income period in question (irrespective of whether
the prior year’s distribution of income was paid or not), escalated by an amount equal to the lesser of 5% or the most
recently available CPI figure (“A Distribution Benchmark”).

In terms of the current Memorandum of Incorporation (“MOI”), if the board of directors of Fortress (the “Board”)
elects to declare a distribution and provided the Distributable Earnings are above the A Distribution Benchmark, the
Board is required to first declare and pay the full A Distribution Benchmark. Failing the meeting of the A Distribution
Benchmark, the Board is not authorised to declare a distribution to any shareholders. All things being equal, if the
Distributable Earnings are below the A Distribution Benchmark, the Board is prohibited by the MOI from declaring any
dividends and Fortress would retain the income earned, which would then form part of Fortress’ capital base going
forward.

In a scenario where Distributable Earnings for an income period are less than the A Distribution Benchmark but a
distribution is required in order to assist in meeting the JSE Minimum Distribution Requirement, Fortress is of the view
that it would be equitable to shareholders that such distribution should be treated in a similar manner to that of capital
distributions whilst the Company remains a going concern, which are distributed, in terms of the MOI, on a pari passu
basis to A and B shareholders.

Accordingly, shareholders are advised that the Company has issued a circular to Fortress shareholders (the “circular”)
relating to a proposed amendment to the Company’s MOI to provide for the payment of an interim distribution to A and
B shareholders on a pari passu basis for the First Income Period of the financial year ending 30 June 2022.

The circular contains:

-     a notice of a combined general meeting of A shareholders and B shareholders (“combined general meeting”) to
      be held at 10:00;
-     a notice of an A shareholders general meeting (“A shareholders’ general meeting”) to be held at 10:15 or 5
      minutes after the completion of the combined general meeting; and
-     notice of a B shareholders general meeting (“B shareholders’ general meeting”) to be held at 10:30 or 5 minutes
      after the completion of the A shareholders’ general meeting,

on Friday, 18 March 2022 virtually via a remote interactive electronic platform, Microsoft Teams, and at the offices of
Fortress, Block C, Cullinan Place, Cullinan Close, Morningside, 2196, to consider and, if deemed fit, pass, with or
without modification, the resolutions contained in the notice of the combined general meeting, the notice of the A
shareholders’ general meeting and the notice of the B shareholders’ general meeting, pertaining to the amendment to
the MOI. A copy of the circular incorporating the notice of the combined general meeting, the notice of the A
shareholders’ general meeting and the notice of the B shareholders’ general meeting is available on Fortress’ website
at:
https://cmsignition.co.za/download/files_1184/CirculartoamendtheMoIforthefirstincomeperiodoffinancialyearending3
0June2022.pdf

The salient dates and times are set out below:

                                                                                                                      2022

Record date for determining which shareholders are entitled to receive this document together
with the notices convening the combined general meeting, A shareholders’ general meeting
and B shareholders’ general meeting                                                                    Friday, 11 February

Announcement relating to the issue of this document together with the notices convening the
general meetings released on SENS                                                                    Thursday, 17 February

Circular together with the notices of general meeting issued                                         Thursday, 17 February

Last day to trade in Fortress shares in order to be recorded in the register on the Voting Record
Date                                                                                                      Tuesday, 8 March

Voting Record Date                                                                                        Friday, 11 March

Recommended last day to lodge forms of proxy for the combined general meeting, A
shareholders’ general meeting and B shareholders’ general meeting with the transfer
secretaries, by 10:00 (combined general meeting), 10:15 (A shareholders’ general meeting)
and 10:30 (B shareholders’ general meeting). Forms of proxy not delivered by this time may
be handed to the transfer secretaries or to the chairperson of the combined general meeting,
A shareholders’ general meeting or B shareholders’ general meeting at any time prior to the
commencement of either general meeting or at any time prior to voting on any resolution
proposed at either general meeting, as applicable) on                                                  Wednesday, 16 March

Combined general meeting held at 10:00 on                                                                 Friday, 18 March

A shareholders’ general meeting held at the later of 10:15 or 5 minutes after the completion
of the combined general meeting on                                                                        Friday, 18 March

B shareholders’ general meeting held at the later of 10:30 or 5 minutes after the completion
of the A shareholders’ general meeting on                                                                 Friday, 18 March

Results of the combined general meeting, A shareholders’ general meeting and B
shareholders’ general meeting released on SENS on or before                                               Friday, 18 March

Amendments to the MOI and special resolutions submitted to CIPC for filing                               Tuesday, 22 March

Special resolution expected to be registered by CIPC                                                       Friday, 1 April

Notes
1. All times given in this announcement are local times in South Africa.
2. All dates and times are subject to change. Any change will be released on SENS.
3. Fortress shareholders should note that as transactions in shares are settled in the electronic settlement system used
   by Strate, settlement of a trade takes place three Business Days after such trade. Therefore, persons who acquire
   Fortress shares after Tuesday, 8 March 2022 will not be eligible to vote at the combined general meeting, the A
   shareholders’ general meeting or the B shareholders’ general meeting.

17 February 2022


Lead sponsor                                                   Joint sponsor
Java Capital                                                   Nedbank Corporate and Investment Banking,
                                                               (a division of Nedbank Limited)

Date: 17-02-2022 03:58:00
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