FORTRESS REIT LIMITED - Appointment of board subcommittee and consideration of share merger

Appointment of board subcommittee and consideration of share merger

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")


APPOINTMENT OF BOARD SUBCOMMITTEE AND CONSIDERATION OF SHARE MERGER


Fortress has made significant progress towards creating a simpler and more robust business model in recent years. Proactive
measures undertaken were principally aimed at protecting and strengthening Fortress' balance sheet and liquidity position,
enabling the Company to continue developing its logistics property pipeline and grow its offshore presence, while retaining
a comfortable level of gearing.

While the Fortress board ("the Board") is optimistic regarding the prospects for the business and the property sectors in which
the Company operates, the Board is of the opinion that Fortress' existing capital structure, which comprises two classes of
ordinary shares with equal voting rights but different entitlements to distribution of income, if declared, is not optimal and
adversely impacts Fortress' ability to meet the JSE's minimum distribution requirements in order to retain its REIT status.

The Board views retention of Fortress' REIT status to be in the best interests of the Company and both classes of shareholders.

Accordingly, the Board has appointed an independent subcommittee ("the Subcommittee") to make recommendations in
respect of merging the existing A and B shares into a single class of ordinary shares ("the share merger"). The Subcommittee
will comprise the following independent non-executive directors from the Board:

    -   Jan Potgieter (chairman of the Subcommittee and Fortress' lead independent director);
    -   Bram Goossens;
    -   Benjamin Kodisang; and
    -   Susan Ludolph.

Fortress will engage with the Company's stakeholders regarding their views on the share merger. The Board anticipates that
this process may result in a proposal to Fortress shareholders in the short term.

The Board is cognisant of the time pressure that Fortress faces in order to meet the minimum distribution requirements in
order to retain REIT status, given that the Company's financial year ends on 30 June 2022 and that the Company is obliged
to pay a distribution in accordance with the JSE Listings Requirements by 31 October 2022.

Shareholders will be updated as the process progresses.

23 May 2022


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

Date: 23-05-2022 02:35:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.