Spear Reit Limited entered into two inter-conditional sale of rental enterprise agreements (Agreements) with Emira Property Fund Limited, registration number 2014/130842/06, a limited liability public company incorporated in South Africa listed on the Main Board of the JSE Limited (Emira), and several wholly owned subsidiaries of Emira, namely Lowmer Investments Proprietary Limited, Freestone Property Investments Proprietary Limited, Monagon Properties Proprietary Limited and Rapidough Prop 509 Proprietary Limited (collectively the Sellers), in terms of which Spear will purchase the Western Cape property portfolio (Target Property Portfolio), and the rental enterprises conducted by the Sellers on the Properties (Rental Enterprises), as going concerns, in one indivisible transaction (Acquisition). The Acquisition of the Target Property Portfolio is aligned with Spear's investment strategy from an income, asset value growth, asset type and geographical perspective. Furthermore, Spear will implement its PV solar strategy across the Target Property Portfolio, in line with Spear's "People, Planet, Profit" approach to sustainability.

Spear will invest circa ZAR 20 million across the Target Property Portfolio to reduce the overall reliance on fossil fuel generated electricity supply through its renewable energy program. To date, in excess of 60% of the current Spear portfolio has PV solar installed, with the commissioned capacity generating just under 8 MW of PV solar electrical supply, supplying up to 25% of Spear's total energy demands. Management is confident that the planned PV solar installations at the Target Property Portfolio, once implemented, will increase the total installed and commissioned PV solar capacity to in excess of 10 MW across the enlarged Spear portfolio.

Spear's growth strategy is to remain exclusively invested in the Western Cape with aspirations to becoming a meaningful mid-cap sized REIT, with assets under ownership of circa R15 billion and a market capitalisation of ZAR 8 billion over the next 7 to 10 years. Spear's growth strategy will not be rushed and must at all times comply with its strict investment criteria. Post the implementation of the Acquisition and the recent disposals by Spear (including the disposal of the Liberty Life Building), Spear's assets under ownership will increase to circa R5,4 billion and the gross lettable area of its portfolio will increase to circa 502 000 m2 within the Western Cape.

The property type, size and quality of the Target Property Portfolio displays strong similarities to the current Spear portfolio and given Spear's exclusive Western Cape focus, managements' ability to replicate Spear's active asset management approach in respect of the Target Property Portfolio is clear and executable. The proposed Acquisition aligns firmly with Spear's three-pronged capital allocation strategy and its asset acquisition strategy. Purchase Consideration: The aggregate purchase consideration payable for the Target Property Portfolio (which include the Properties and the Rental Enterprises) is an amount of ZAR 1,146,000,000, subject to the adjustment set out below (Purchase Consideration) and is inclusive of value added tax (VAT) at a rate of 0%.

The Purchase Consideration in respect of certain Rental Enterprises were reduced by agreement between the parties prior to the Signature Date to take into account certain capital expenditure that Spear anticipated would be required in respect of the applicable buildings and Properties in the future. In the event that any Seller elects to incur any capital expenditure in respect of the applicable buildings and/or Properties before the effective date of the Acquisition, and provided that Spear consents thereto in writing, the Purchase Consideration will be increased by an amount equal to the capital expenditure so incurred, subject to a total maximum amount of ZAR 15,000,000. As security for the payment of the Purchase Consideration in respect of each Property, Spear shall, within 7 days after the date on which the Conditions Precedent are fulfilled, furnish the Sellers' conveyancers with bank guarantees, payable to the respective Sellers upon the date of registration of transfer of ownership of such Property to Spear (Transfer Date).

In the event that the Transfer Date of any Property occurs after 1 October 2024, otherwise than as a result of any delays caused by the Sellers (or any of them) or by any other cause not within the reasonable control of the parties, the portion of the Purchase Consideration attributable to that Property shall be increased by a factor of 0.5% per month (not compounded and reduced pro rata for any period of less than 1 month).