SPEAR REIT LIMITED - Changes to Existing Security over Shares Held by an Associate of a Director

Changes to Existing Security over Shares Held by an Associate of a Director

SPEAR REIT LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2015/407237/06)
Share Code: SEA
ISIN: ZAE000228995
LEI: 378900F76170CCB33C50
Approved as a REIT by the JSE
("Spear" or "the Company")

CHANGES TO EXISTING SECURITY OVER SHARES HELD BY AN ASSOCIATE OF A DIRECTOR

In terms of paragraph 3.64(h) of the JSE Limited Listings Requirements, a dealing in securities is deemed to
have occurred at the time that an existing arrangement, which created an encumbrance over securities of an
issuer, is amended.

Investec Bank Limited ("Investec") refinanced an existing loan facility provided to Evlah Investments Proprietary
Limited ("Associate"), an associate of Quintin Michael Rossi ("Director"), in respect of which facility the
Associate had previously pledged and ceded 7 849 733 ordinary shares in Spear ("Pledged Shares") as security.
The refinancing entailed the conclusion of a new loan facility ("New Facility") and increased the number of
Pledged Shares to be encumbered by the Associate in respect thereof.

Accordingly, in compliance with paragraphs 3.63 to 3.74 of the of the JSE Limited Listings Requirements, details
of the terms of the New Facility and the encumbrance created over the Pledged Shares, are disclosed in the
table below. While clearance in terms of paragraph 3.66 of the JSE Limited Listings Requirements was not
required, the Associate nevertheless obtained such clearance prior to concluding the New Facility.


 NAME OF DIRECTOR                                Quintin Michael Rossi
 COMPANY OF WHICH A DIRECTOR                     Spear REIT Limited
 STATUS: EXECUTIVE/NON-EXECUTIVE                 Executive
 TYPE AND CLASS OF SECURITIES                    Ordinary shares
 NATURE OF TRANSACTION                           The Pledged Shares serve as security for the repayment
                                                 obligations of the Associate to Investec, under the New Facility
 TRANSACTION DATE                                The New Facility agreements were concluded on
                                                 4 December 2025
 NATURE AND AMOUNTS OF FINANCIAL                 The Associate's financial obligations to Investec under the New
 OBLIGATIONS                                     Facility, include the repayment of the loan amount of R41 million,
                                                 plus fees and interest accrued thereon
 TERM OF FINANCIAL OBLIGATIONS                   36 months
 NUMBER OF SHARES PLEDGED                        7 858 295
 TOTAL DEEMED VALUE OF SHARES                    R90 763 307.48 (based on the closing share price of R11.55 on
 PLEDGED                                         5 December 2025)
 NAME OF ASSOCIATE                               Evlah Investments Proprietary Limited
 RELATIONSHIP WITH DIRECTOR                      The Director is a director of the Associate and a beneficiary of the
                                                 Associate's sole shareholder
 NATURE AND EXTENT OF INTEREST IN                Indirect, beneficial
 THE TRANSACTION

Cape Town
8 December 2025

Sponsor
PSG Capital

Date: 08-12-2025 04:30:00
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