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Dissolution of special ad hoc subcommittee
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
(Approved as a REIT by the JSE)
(“Fortress” or “the Company”)
DISSOLUTION OF SPECIAL AD HOC SUBCOMMITTEE
Shareholders will be aware that in September 2018 the Board established a special ad hoc subcommittee (the
“Special Subcommittee”), in response to a demand by ten institutional stakeholders, to investigate allegations
made about the Company and its present and former directors of (1) market manipulation and insider trading
and (2) undue related party benefits in historic property transactions, and that the Special Subcommittee
engaged PricewaterhouseCoopers (“PwC”) to conduct an independent investigation of these allegations.
Following the publication on 24 May 2019 of a summary of the findings of and Board’s responses to the report
by PwC on its review, and the announcements by the Financial Services Conduct Authority (“FSCA”) on
4 March 2019 of the closure of its investigation into insider trading by Fortress and its directors, and more
recently on 2 September 2019 of the closure of its last remaining investigation into prohibited trading practices
in relation to Fortress shares, the Special Subcommittee has completed its mandate and been dissolved by the
Board.
Going forward, oversight of, engagement on and communication about such governance issues as formed the
mandate of the Special Subcommittee will be managed through the Board’s Social & Ethics, Nominations and
Remuneration Committees as the responsible standing subcommittees and channels. The Board and the
Company remain committed to the highest standards and best practices of governance and compliance across
the listed REIT sector.
Despite the dissolution of the Special Subcommittee, the Board has decided to keep open the independent
whistleblower’s hotline, which will serve as a standing mechanism in the Company’s governance framework,
and which is accessible via toll free number 0802 028 887 or fortress@tipsoffs.com for third parties to make
submissions on governance and related matters affecting Fortress. These will continue to be routed directly to
the Chairperson of the Social & Ethics Committee and to non-executive directors appointed for this purpose
by the Board.
16 September 2019
Lead sponsor
Java Capital
Joint sponsor
Nedbank Corporate and Investment Banking
Date: 16/09/2019 02:10:00
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