SPEAR REIT LIMITED - Adoption Of Conditional Share Plan And Notice Of General Meeting

Adoption Of Conditional Share Plan And Notice Of General Meeting

SPEAR REIT LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2015/407237/06)
Share Code: SEA, ISIN ZAE000228995
Approved as a REIT by the JSE
(“Spear” or “the Company”)

ADOPTION OF CONDITIONAL SHARE PLAN AND NOTICE OF GENERAL MEETING

1. INTRODUCTION

   The shareholders of Spear (“Shareholders”) are advised that
   the board of directors of Spear proposes the adoption of a
   conditional share incentive plan (“Conditional Share Plan”),
   which requires the approval of Shareholders at a general
   meeting.

   The Conditional Share Plan is being proposed in order to
   attract, retain and reward employees by providing them with
   the opportunity of receiving ordinary shares in Spear. The
   Conditional Share Plan will provide participants with the
   opportunity to share in the success of Spear and to be
   incentivised to deliver on the business strategy of Spear
   over the long term, providing alignment between the
   participants and Shareholders.

2. DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING

   Shareholders   are   further   advised   that   a   circular
   (“Circular”), containing all the relevant information
   relating to the Conditional Share Plan, will be distributed
   today,   Friday,   8 December 2017.    The   Circular   also
   incorporates a notice convening a general meeting of
   Shareholders (“General Meeting”) for the purpose of
   considering, and, if deemed fit, passing, with or without
   modification, the resolutions to adopt the Conditional Share
   Plan in terms of the notice of General Meeting attached to
   and forming part of the Circular.

   The General Meeting will be held at 11:00 on Friday,
   26 January 2018 at Double Tree by Hilton Cape Town at the
   Upper Eastside, 31 Brickfield Road, Woodstock, Cape Town, to
   consider and, if deemed fit, to pass, with or without
   modification, the requisite resolutions required to adopt the
   Conditional Share Plan.

   The Circular is available in English only. Copies may be
   obtained during normal business hours from the registered
   office of Spear and from the offices of PSG Capital
   Proprietary Limited, whose addresses are set out in the
   “Corporate Information” section of the Circular from Friday,
  8 December 2017 until Friday, 26 January 2018 (both days
  inclusive). A copy of the Circular will also be available on
  Spear’s website (www.spearprop.co.za).

3. IMPORTANT DATES AND TIMES

  Shareholders are referred to the table below setting out
  important dates and times in relation to the General Meeting.

                                                          2017

  Notice record date, being the date        Friday, 1 December
  on which a Shareholder must be
  registered in the Register in order
  to be eligible to receive notice of
  the General Meeting on

  Announcement of distribution of           Friday, 8 December
  Circular and notice convening the
  General Meeting released on SENS on

  Circular incorporating the Notice         Friday, 8 December
  of General Meeting and Form of Proxy
  (grey), distributed to Shareholders
  on
                                                          2018

  Last day to trade Shares in order        Tuesday, 16 January
  to be recorded in the Register to
  vote at the General Meeting (see
  note 3 below) on

  General Meeting record date, being        Friday, 19 January
  the date on which a Shareholder must
  be registered in the Register in
  order to be eligible to attend and
  participate in the General Meeting
  and to vote thereat, by close of
  trade on

  For administrative reasons, Forms      Wednesday, 24 January
  of Proxy (grey) in respect of the
  General Meeting to be lodged at or
  received via post or e-mail by the
  Transfer Secretaries or Company
  Secretary by no later than 11:00 on

  Form of Proxy (grey) in respect of        Friday, 26 January
  the General Meeting to be handed to
  the chairperson of the General
  Meeting or the Transfer Secretaries
  at the General Meeting, at any time
  before the proxy exercises any
  rights of the Shareholder at the
  General Meeting on

  General Meeting held at 11:00 on           Friday, 26 January

  Results of the General       Meeting       Friday, 26 January
  published on SENS on

  Results of the General       Meeting       Monday, 29 January
  published in the South       African
  press on

  Notes:

  1.   All dates and times indicated above are South African
       Standard Time.

  2.   The above dates and times are subject to amendment at the
       discretion of Spear. Any such amendment will be released
       on SENS and published in the South African press.

  3.   Shareholders should note that as transactions in Shares
       are settled in the electronic settlement system used by
       Strate, settlement of trades takes place three business
       days after such trade. Therefore, Shareholders who
       acquire Shares after close of trade on Tuesday,
       16 January 2018 will not be eligible to attend,
       participate in and vote at the General Meeting.

Cape Town
8 December 2017

PSG Capital Proprietary Limited: Sponsor

Date: 08/12/2017 09:00:00 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.