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Cash payment in terms of dividend in specie fractional entitlements
FORTRESS REAL ESTATE INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2009/016487/06)
JSE share code: FFB
ISIN: ZAE000248506
Bond company code: FORI
LEI: 378900FE98E30F24D975
("Fortress" or the "Company")
CASH PAYMENT IN TERMS OF DIVIDEND IN SPECIE FRACTIONAL ENTITLEMENTS
Shareholders are referred to the declaration announcement released on SENS on 10 March 2025 (the "declaration
announcement") detailing the opportunity for shareholders to receive the dividend for the six months ended
31 December 2024 as a cash dividend of 76.15000 cents per Fortress B share (the "cash dividend"), or for eligible
shareholders to elect to receive a dividend in specie of ordinary shares in NEPI Rockcastle N.V. ("NRP shares")
in respect of all or some of their Fortress B shares in lieu of the cash dividend (the "dividend in specie"), or to
elect to receive the dividend as a part cash dividend and part dividend in specie.
The declaration announcement further advised that, for those shareholders who elect the dividend in specie, the
number of NRP shares to which each shareholder will be entitled pursuant to the dividend in specie will be
determined with reference to the ratio of 0.00690 NRP shares for every 1 Fortress B share in respect of which a
dividend in specie election has been made and which is held on Friday, 28 March 2025 (the "record date").
The transfer of NRP shares pursuant to the dividend in specie will be such that any eligible Fortress B shareholders
who elect the dividend in specie for all or some of their Fortress B shares as at the record date, will not be allocated
a fraction of a NRP share. Any entitlement to receive a fraction of a NRP share will be rounded down to the nearest
whole number, resulting in only whole NRP shares being transferred in respect of the dividend in specie, and the
value of the fraction being paid in cash to shareholders, less dividend withholding tax at a rate of 20%, which may
be payable by shareholders liable for dividend withholding tax. Shareholders are referred to the tax implications
as set out in the declaration announcement.
Shareholders are advised that the cash payment for fractional entitlements has been calculated as the volume
weighted average price of a NRP share traded on the JSE on Wednesday, 26 March 2025 of 13 255.30910 cents
discounted by 10%, being 11 929.77819 cents per NRP share. The gross fraction amount to be paid will therefore
be 11 929.77819 cents and the net fraction amount to be paid will be 9 543.82255 cents for payments which are
subject to dividend withholding tax at a rate of 20%.
Per the declaration announcement, a Fortress B shareholder who holds 1 000 Fortress B shares at the close of
business on the record date and elects to receive the dividend in specie for all of their Fortress B shares is entitled
to receive 6.90000 NRP shares. Accordingly, such shareholder will receive 6 NRP shares and a gross cash payment
of 10 736.80037 cents (being 0.90000 x 11 929.77819 cents), or, for payments that are subject to dividend
withholding tax at a rate of 20%, 6 NRP shares and a net cash payment of 8 589.44030 cents (being 0.90000 x
9 543.82255 cents).
27 March 2025
Lead equity sponsor Debt sponsor and joint equity sponsor
Java Capital Nedbank Corporate and Investment Banking,
(a division of Nedbank Limited)
Date: 27-03-2025 09:30:00
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