THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from your stockbroker, participant, solicitor, accountant or other professional adviser authorised under either: (i) if you are resident in the United Kingdom, the Financial Services and Markets Act 2000; or (ii) if you are resident in South Africa, the Financial Markets Act, No.19 of 2012, as amended; or (iii) if you are not resident in the United Kingdom or South Africa, from another appropriately authorised independent financial adviser. If you have sold or otherwise transferred all your ordinary shares in Sirius Real Estate Limited, please forward this document, together with the accompanying documents, to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares. However, these documents should not be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws of such jurisdiction. If you have sold or otherwise transferred only part of your holding of ordinary shares, you should retain these documents and consult the bank, stockbroker or other agent through whom the sale or transfer was effected.

Sirius Real Estate Limited (Incorporated in Guernsey under the Companies (Guernsey) Law, 2008, as amended, with company registration number 46442) (the “Company”)

Notice of General Meeting Notice of General Meeting and a letter from your Chairman on the business to be conducted at that meeting, which is to be held on 5 December 2018 at 10am (UK time) (12pm SAST) at 33 St James’ Square, London SW1Y 4JS.

Whether or not you propose to attend the General Meeting, please return your proxy appointment to the Company’s registrars by no later than 10am (UK time) (12pm SAST) on 3 December 2018. Shareholders on the United Kingdom part of the register of members will not receive a Form of Proxy for the General Meeting in the post. Instead, you may appoint a proxy online at www.signalshares.com, or by requesting a paper proxy form by contacting Link Asset Services on 0871 664 0300 (calls cost 12 pence per minute plus your phone company’s access charge) or from overseas on +44 (0) 371 664 0300 (calls outside the United Kingdom will be charged at the applicable international rate) and returning it to Link Asset Services at PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU so as to be received as soon as possible but in any event by no later than 10am (UK Time) (12pm SAST) on 3 December 2018. Information on the appointment of proxies via the CREST electronic proxy appointment service is provided on page 4 of this document. 1 Sirius Real Estate Limited Notice of General Meeting

Letter from the Chairman of the Company and Chairman of the Remuneration Committee Sirius Real Estate Limited (Incorporated in Guernsey under the Companies (Guernsey) Law, 2008, as amended, with registered number 46442) (the “Company”) Directors Registered office: Danny Kitchen (Chairman) PO Box 100 James Peggie (Senior Independent Director) Trafalgar Court, 2nd Floor Andrew Coombs (Executive Director, Chief Executive Officer) East Wing, Admiral Park Alistair Marks (Executive Director, Chief Financial Officer) St Peter Port Justin Atkinson (Non-executive Director) Guernsey GY1 3EL Wessel Hamman (Non-executive Director) Channel Islands Jill May (Non-executive Director) 12 November 2018

Dear shareholder, I am writing to inform you that a general meeting (the “Meeting”) of the Company will be held at 10am (UK time) (12pm SAST) on 5 December 2018 at 33 St James’ Square, London SW1Y 4JS. The formal Notice of the Meeting and resolutions to be proposed are set out on page 20. The purpose of this letter is to explain certain elements of the business to be considered at the Meeting. Resolution 1 will be proposed as an ordinary resolution, which means that to be passed, more than half (i.e. a simple majority) of the votes cast must be in favour of the resolution. Resolution 2 will be proposed as a special resolution. This means that for this resolution to be passed, at least three-quarters (i.e. 75%) of the votes cast must be in favour of the resolution. Further information relating to each of the resolutions to be proposed at the Meeting is set out below.

Non-binding advisory vote on a revised remuneration policy (Resolution 1) Resolution 1 asks the holders of ordinary shares in the Company (“Shares”) to receive and approve a revised remuneration policy (the “New Policy”), a copy of which can be found at Appendix 1. Our current remuneration policy was adopted at the 2018 Annual General Meeting and the Remuneration Committee believes that that policy remains largely fit for purpose; the principal amendments in the revised New Policy are to include the 2018 LTIP (as defined below), information on which is set out below. In addition to the amendments to reflect the 2018 LTIP, the Remuneration Committee has also taken the opportunity to: »» remove the ability to award a higher annual bonus on recruitment, which was included as a temporary measure until the 2018 LTIP was introduced and which has not been utilised; »» extend the shareholding guidelines for the Chief Executive Officer (“CEO”) from 1,400,000 Shares to 300% of salary and for the Chief Financial Officer (“CFO”) from 950,000 Shares to 300% of salary – these increases ensure an appropriate and enhanced link to long-term stewardship; and »» include a 200% of salary post-cessation shareholding requirement for at least twelve months following the date of cessation – given the Executive Directors’ current substantial shareholdings, we believe that the post-cessation shareholding requirement for twelve months following employment is more meaningful than a continuation of the 2018 LTIP’s two year holding period and a lower post-cessation shareholding requirement. This resolution is of an advisory nature only and failure to pass this resolution will therefore not have any legal consequences relating to existing remuneration agreements. However, the Board will take the outcome of the vote into consideration when considering the adoption of the New Policy.

Long Term Incentive Plan (Resolution 2) This resolution seeks approval for a new Long Term Incentive Plan (the “2018 LTIP”). In our Directors’ remuneration report for the year ended 31 March 2018, we set out our intention to seek approval for the 2018 LTIP. We consulted with our largest shareholders during 2018 and were pleased with the strong support we received from the majority of the shareholders with whom we consulted. Taking into account feedback received from shareholders, we revised our original proposal to include an additional cap on the value of awards that may be granted and to include provision for a time-based reduction to vesting on change of control; more information is set out below. We are now seeking shareholder approval for the arrangements. The Company has been one of the fastest growing listed real estate companies over the last few years, which culminated in the admission of its Shares to the main markets of both the London Stock Exchange (“LSE”) and Johannesburg Stock Exchange (“JSE”) on 6 March 2017. Our previous long term incentive plan (the “2015 LTIP”) vested in full on 2 July 2018, and the 2018 LTIP is designed to ensure that the Company’s Executive Directors and other senior managers (together the “Senior Executive Team”) are appropriately incentivised. Sirius Real Estate Limited Notice of General Meeting 2

We believe the 2015 LTIP was very effective in motivating our Senior Executive Team to drive the Company’s growth and deliver returns for our shareholders. The 2015 LTIP vested in full on 2 July 2018 based on the delivery of total net asset return (“TNR”) and total shareholder return (“TSR”) over the three years to 31 March 2018. In March 2015 the market capitalisation of the Company was €265 million and by July 2018, when the 2015 LTIP vested, this had increased to €710 million, with a TSR of 24% per annum being delivered. Net of capital raises, the market capitalisation of the Company increased by €291 million, which is an increase of nearly 110% over three years. We believe that most of the TNR was delivered through the Senior Executive Team’s achievements in improving net operating income, as a result of major improvements in service charge recoverability, increased rent per square metre, delivering an extensive capex investment programme and growing other revenues such as car parking, storage and conferencing. At the same time the Company’s loan to value ratio (“LTV”) was reduced from 47% to below 40%. We announced on 28 June 2018 that Andrew Coombs, Alistair Marks and Rüdiger Swoboda had each voluntarily surrendered 4% of their awards for nil cost, to enable awards to be re-allocated to 75 employees who did not participate in the 2015 LTIP. As a result of this, and also a plan introduced for other managers in 2017, approximately half of the Company’s employees received share awards. We strongly believe that a significant proportion of the remuneration package of our Senior Executive Team should be geared towards long-term variable pay, based on the delivery of shareholder returns. In light of this, whilst the base salaries of Andrew Coombs and Alistair Marks were increased in March 2017 when the Company moved to the main market, they, and the maximum bonus opportunities, remain positioned at the lower end of the market compared to real estate companies of a similar size and complexity. Our 2018 LTIP has been proposed with regard to this overall philosophy and to ensure that our Senior Executive Team is appropriately incentivised to continue to deliver strong shareholder returns over the next five years and to ensure that their interests are aligned with those of shareholders. As part of our recent move to the main markets of the LSE and JSE, we are progressively moving to a more conventional remuneration structure, including the 2015 LTIP, taking into account best practice for a company listed in both London and Johannesburg. We have previously terminated the matching share scheme (worth 50% of salary) and introduced bonuses being paid partly in Shares (as to 35%) and released over two years, subject to continued employment (compared to nothing being paid in Shares and a one year retention previously). Likewise our proposed 2018 LTIP and New Policy provide for: »» three consecutive annual grants, rather than all of the awards being granted at the outset, thereby extending the vesting period for the whole LTIP from three years previously to five years; »» an extended holding period for the 2018 LTIP to two years after vesting (previously one year); »» enhanced minimum shareholding requirements (increased threefold since the start of the 2015 LTIP); »» a comparative TSR measure alongside total NAV return (none previously); »» post-employment shareholding requirements (none previously); »» an overall cap on the annual quantum of the award (none previously); »» a time pro-rating provision on a change of control (in addition to performance testing) (none previously) »» a LTV underpin (none previously); and »» appropriate malus and clawback provisions (none previously). The effect of three annual grants under the 2018 LTIP, and the extended holding period, increases the overall length of the 2018 LTIP compared to the 2015 LTIP from four years to seven years.

2018 LTIP A summary of the principal terms of the 2018 LTIP is set out in Appendix 2. The 2018 LTIP provides as follows. Quantum »» Annual awards over a fixed number of Shares in respect of the three financial years ending 31 March 2019, 2020 and 2021. »» The overall maximum number of Shares for each Executive Director under the 2018 LTIP will be 4,000,000 (in aggregate), compared to 8,750,000 under the 2015 LTIP. We will be granting annual awards over a fixed number of Shares in respect of the Company’s financial years ending 31 March 2019 (1,200,000 Shares), 31 March 2020 (1,200,000 Shares) and 31 March 2021 (1,000,000 Shares) (with an outperformance element of 300,000 extra Shares in respect of each of the first two years), rather than a single grant vesting over three years – for the year ending 31 March 2021 the maximum number of Shares granted reduces to 1,000,000 Shares to reflect the Remuneration Committee’s intention to transition to a more conventional level of LTIP. 3 Sirius Real Estate Limited Notice of General Meeting

Letter from the Chairman of the Company and Chairman of the Remuneration Committee continued Sirius Real Estate Limited

2018 LTIP continued Quantum continued »» Although we are transitioning towards a more conventional LTIP, we do believe that awarding a fixed number of Shares is closely aligned to shareholders such that if the share price increases the quantum of the annual award will increase and conversely if the share price decreases so does the award quantum. We believe Andrew Coombs and Alistair Marks ought to benefit from the same quantum given the strong and, in our view, equally important contributions they make to the business and recognising that Alistair’s role is broader than the traditional role expected of a CFO. »» Taking into account feedback received from shareholders during the consultation process, we have also incorporated an additional cap to guard against inadvertently “over-rewarding” in the event of significant share price increase – the maximum award in respect of any financial year will not exceed Shares with a value, at grant of the award, in excess of 300% of the CEO’s salary at that grant date. »» The use of annual awards provides an additional safeguard against “rewards for failure” since on a change of control only awards that have been granted can be capable of vesting. This safeguard is further enhanced by the inclusion of a provision for a time-based reduction to vesting on change of control. Performance measures »» Vesting subject to performance against pre-determined performance measures and targets based on: »» TNR as regards two-thirds of each “ordinary” award; »» relative TSR as regards one-third of each “ordinary” award; and »» a more stretching TNR measure as regards the “outperformance” award (for years ending 31 March 2019 and 31 March 2020 grants only), »» to achieve the first “outperformance” award, a minimum of €300 million of TNR over three years will be required (to achieve the top award, €340 million), and to receive the second, a minimum of €430 million (to achieve the top award, €485 million) over four years. »» Both these measures are consistent with the performance measures for the 2015 LTIP and have rewarded the delivery of strong shareholder returns from a mixture of dividend distribution and capital growth. The risk of an absolute TNR target being achieved by increased acquisition activity without necessarily improving profitability is mitigated by the TNR condition being measured on a per share basis, and the risk of awards being achieved simply through benign market conditions is balanced with a relative TSR condition versus a peer group. »» Vesting will also be subject to a requirement that the Company’s LTV policy has not been materially exceeded without approval from the Board, to ensure that success is achieved only within the Company’s risk appetite. Performance period »» Performance measured over a cumulative five year performance period with the base year for each of the three awards being the year ending 31 March 2018 and the performance periods being: »» three years for the award granted in respect of the financial year ending 31 March 2019; »» four years for the award granted in respect of the financial year ending 31 March 2020; and »» five years for the award granted in respect of the financial year ending 31 March 2021. »» By having the starting point for each performance period as 1 April 2018, the team is effectively tied into a five year programme, and will stand aligned with shareholders over that period, whatever the external market conditions are. We believe we have ensured the targets are suitably stretching and the vesting of the awards are also subject to a further underpin, such that the Company’s LTV ratio policy has not been materially exceeded without approval from the Board to ensure that success is achieved only within the Company’s risk appetite. Holding period »» Awards that vest are subject to a further two year holding period during which they cannot be exercised (replaced by a post-cessation shareholding requirement in the event of cessation of employment, as set out in Appendix 2). »» Malus and clawback provisions will be in line with best practice.

Further information During the consultation, a shareholder requested further information to illustrate the value of the total remuneration package for the Chief Executive Officer and Chief Financial Officer. This illustration is set out at Appendix 3. Sirius Real Estate Limited Notice of General Meeting 4

Action to be taken Shareholders on the UK Register You may submit your appointment of proxy online at www.signalshares.com by following the on-screen instructions or, if you are a CREST member, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in the attached Notice of Meeting and the CREST Manual on the Euroclear website (www.euroclear.com). Alternatively, you may request a hard copy Form of Proxy directly from the registrars, Link Asset Services, on Tel: 0371 664 0300. Calls cost 12 pence per minute plus your phone company’s access charge. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9am – 5.30pm, Monday to Friday excluding public holidays in England and Wales. In the case of shareholders who trade their Shares on the Main Market of the London Stock Exchange and accordingly are registered on the United Kingdom part of the register of members (the “UK Register”), to be valid the original of the Form of Proxy and the original of any power of attorney or of the authority under which it is executed (or a notarial certified or office copy of such document) must be lodged as soon as possible with Link Asset Services (the trading name of Link Market Services Limited) at PXS, 34 Beckenham Road, Beckenham, Kent, United Kingdom BR3 4TU, so as to be received by no later than 10am (UK time) (12pm SAST) on 3 December 2018. In order to be valid, any electronic appointment of a proxy via www.signalshares.com must also be received by Link Asset Services by no later than 10am (UK time) (12pm SAST) on 3 December 2018. Shareholders on the SA Register In the case of certificated shareholders and own-name registered dematerialised shareholders who trade their shares on the Main Board of the Johannesburg Stock Exchange and accordingly are registered on the South African part of the register of members (the “SA Register”), to be valid the signed Form of Proxy must be sent to Computershare Investor Services Proprietary Limited (registration number 2004/003647/07), Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196, South Africa (PO Box 61051, Marshalltown, 2107, South Africa) (or by email to [email protected]) to be received as soon as possible and by no later than 10am (UK time) (12pm SAST) on 3 December 2018. Dematerialised shareholders on the SA Register, other than own-name registered dematerialised shareholders, who wish to attend the Meeting in person will need to request their participant or broker to provide them with the necessary letter of representation in terms of the custody agreement entered into between such shareholder and their participant or broker. Dematerialised shareholders, other than own-name registered dematerialised shareholders, who are unable to attend the Meeting and who wish to be represented thereat must provide their participant or broker with their voting instructions in terms of the custody agreement entered into between such shareholder and their participant or broker in the manner and time stipulated therein.

General If your vote is not received by the relevant deadline, your vote will not count unless you are entitled to attend and vote at the Meeting in person and do so. Completion and return of the Form of Proxy, or submission of an electronic proxy appointment, will not prevent you from attending and voting in person at the Meeting or any adjournment thereof, if you so wish and are so entitled.

Recommendation The Directors consider that all the resolutions to be put to the Meeting are in the best interests of the Company and its shareholders as a whole and unanimously recommend shareholders to vote in favour of all the resolutions, as they intend to do in respect of their own beneficial holdings. Yours sincerely,

Danny Kitchen Chairman, Sirius Real Estate Limited

James Peggie Remuneration Committee Chairman, Sirius Real Estate Limited 5 Sirius Real Estate Limited Notice of General Meeting

Appendix 1 Directors’ Remuneration Policy

Executive Directors’ Remuneration Policy The table sets out the elements of Executive Directors’ remuneration and how each element operates, as well as the maximum opportunity of each element and any applicable performance measures. Fixed remuneration

Element, purpose and strategic link Operation Maximum opportunity

Basic salary Usually reviewed annually taking Increases will normally be in line with To provide a competitive base salary for account of: the range of salary increases awarded (in percentage terms) to other Group the market in which the Company and »» Group performance; its subsidiaries (the “Group”) operates employees. Increases above this level may to attract and retain Executive Directors »» role, experience and individual be awarded to take account of individual of a suitable calibre. performance; circumstances, such as: »» competitive salary levels and market »» promotion; forces; and »» change in scope or increase »» pay and conditions elsewhere in in responsibilities; the Group. »» an individual’s development or performance in role; and »» a change in the size or complexity of the business.

Benefits Executive Directors currently receive Whilst the Remuneration Committee has To provide market appropriate benefits as private medical insurance, income not set a maximum level of benefits that part of the total remuneration package. insurance and death in service benefits. Executive Directors may receive, the value of benefits is set at a level which the Other benefits may be provided based Remuneration Committee considers on individual circumstances, for example, appropriate, taking into account market relocation or travel expenses or the provision practice and individual circumstances. of a company car or cash allowance.

Retirement benefits Executive Directors are provided with a The maximum contribution level is set at To provide an appropriate level of retirement contribution to a self-invested pension 15% of salary. benefit (or cash allowance equivalent). plan or a cash allowance instead of contributions to a pension plan.

Variable remuneration

Element, purpose and strategic link Operation Maximum opportunity

Annual bonus Awards are based on performance (typically The annual bonus opportunity is up to a Rewards performance against targets measured over one year). Pay-out levels are maximum of 100% of base salary. normally determined by the Remuneration which support the strategic direction Targets are set annually and aligned with key Committee after the year end. and financial performance of the Group. financial, strategic and/or individual targets Deferral provides a retention element The Remuneration Committee has with the weightings between these measures through share ownership and direct discretion to amend pay-outs should determined by the Remuneration Committee alignment to shareholders’ interests. any formulaic output not reflect their each year considering the Group’s priorities assessment of performance. at the time. A proportion (normally up to 65%) of any At least 50% of the bonus will be based bonus is paid in cash with the balance on profit related measures. normally paid in the form of ordinary For financial measures, no financial element shares in the Company (“Shares”), half is earned for threshold performance rising of which are usually deferred for one year to 100% of the maximum for the financial and half for two years. element for maximum performance. Awards may include dividend equivalents Vesting of the bonus in respect of strategic earned over the deferral period, which measures or individual objectives will be may be delivered in cash or in additional between 0% and 100% based on the Shares and which may assume the Remuneration Committee’s assessment reinvestment of dividends on such basis as of the extent to which the relevant metric the Remuneration Committee determines. or objective has been met. Sirius Real Estate Limited Notice of General Meeting 6

Element, purpose and strategic link Operation Maximum opportunity

2018 LTIP The Remuneration Committee intends to The maximum award to an Executive To provide a clear link between the make long-term incentive awards under Director under the 2018 LTIP is: the 2018 LTIP approved at the 2018 remuneration of the Executive Directors »» 2018 Award: 1,200,000 Shares in General Meeting. and the creation of value for shareholders respect of the Ordinary Award and by rewarding the Executive Directors for Under the 2018 LTIP, the Remuneration 300,000 Shares in respect of the the achievement of longer-term objectives Committee may grant awards as Outperformance Award. aligned to shareholders’ interests. conditional Shares or as nil-cost options. »» 2019 Award: 1,200,000 Shares in Awards may be granted in respect of: respect of the Ordinary Award and 300,000 Shares in respect of the »» the Company’s financial year ending Outperformance Award. 31 March 2019 (“2018 Awards”); »» 2020 Award: 1,000,000 Shares in respect »» the Company’s financial year ending of the Ordinary Award. 31 March 2020 (“2019 Awards”); and The number of Shares over which an »» the Company’s financial year ending Executive Director is granted an award in 31 March 2021 (“2020 Awards”). respect of any financial year shall not exceed »» 2018 Awards and 2019 Awards will be such number of Shares as have a market divided into “Ordinary Awards” and value (as determined by the Board) at the date “Outperformance Awards”. 2020 of grant equal to 300% of the Company’s Awards will consist of “Ordinary Chief Executive Officer’s base salary prevailing Awards” only. at the date on which the award is granted or, if there is no permanent Chief Executive Awards will usually vest following the Officer at the relevant date of grant, the base assessment of the applicable performance salary payable to the Company’s most recently conditions. Awards will then be subject incumbent permanent Chief Executive Officer. to a two year holding period on the basis that either: (1) the participant will not be The maximum number of Shares over which entitled to acquire Shares until the end an award may be granted may be adjusted of that period; or (2) the participant is to reflect any variation of capital or other entitled to acquire Shares following relevant event, in accordance with the rules vesting but that (other than as regards of the 2018 LTIP. sales to cover tax liabilities) the award Awards under the 2018 LTIP will vest subject is not released (so that the participant is to the satisfaction of performance conditions as able to dispose of those Shares) until referred to below this table. The performance the end of the holding period. conditions for the 2018 Awards will be assessed An additional payment (in the form over the Company’s three financial years of cash or Shares) may be made in respect ending 31 March 2021, the performance of Shares which vest under the 2018 LTIP conditions for the 2019 Awards will be to reflect the value of dividends which assessed over the Company’s four financial would have been paid on those Shares years ending 31 March 2022, and the during the period beginning with the performance conditions for the 2020 Awards vesting date and ending with the release will be assessed over the Company’s five date (this payment may assume that financial years ending 31 March 2023. dividends had been reinvested in Shares on such basis as the Remuneration Committee determines). Recovery provisions apply as referred to below. 7 Sirius Real Estate Limited Notice of General Meeting

Appendix 1 continued Directors’ Remuneration Policy

Legacy arrangements The Remuneration Committee retains discretion to make any remuneration payment or payment for loss of office outside the Remuneration Policy in this report and to exercise any discretion available to in relation to any such payment: »» where the terms of the payment were agreed before the Remuneration Policy came into effect (including the satisfaction of awards granted under the 2015 LTIP); and »» where the terms of the payment were agreed at a time when the relevant individual was not a Director of the Company and, in the opinion of the Remuneration Committee, the payment was not in consideration of the individual becoming a Director of the Company. For these purposes, “payment” includes the satisfaction of awards of variable remuneration and, in relation to an award over Shares, the terms of the payment are agreed at the time the award is granted.

Information supporting the Remuneration Policy table Explanation of performance measures chosen Annual bonus Performance measures for the annual bonus are selected to reflect the Group’s strategy. Performance targets are set each year by the Remuneration Committee, taking into account a number of different factors. For FY18/19, the annual bonus will be subject to appropriately stretching performance conditions based on adjusted funds from operations (“FFO”) (as regards 70% of the award), strategic objectives (as regards 10% of the award) and personal objectives (as regards 20% of the award). The Remuneration Committee considers that adjusted FFO is the primary measure of short-term performance and seeks to balance this with other strategic and personal targets which reflect the contribution and focus of the Executive Directors. The Remuneration Committee retains the discretion to adjust or set different performance measures or targets where it considers it appropriate to do so (for example, to reflect a change in strategy, a material acquisition and/or a divestment of a Group business or a change in prevailing market conditions and to assess performance on a fair and consistent basis from year to year). 2018 LTIP The performance measures proposed for the 2018 LTIP awards are based on TNR, TSR and an underpin, as set out in the Notice of General Meeting for the Meeting to be held on 5 December 2018. The Remuneration Committee retains the discretion to adjust or set different performance measures or targets where it considers it appropriate to do so (for example, to reflect a change in strategy, a material acquisition and/or a divestment of a Group business or a change in prevailing market conditions and to assess performance on a fair and consistent basis from year to year). Awards may be adjusted in the event of a variation of share capital or other relevant event in accordance with the rules of the 2018 LTIP. Recovery provisions Deferred bonus The Remuneration Committee has the right to reduce, cancel or impose further restrictions on unvested deferred bonus Shares in certain circumstances (including a material error or misstatement of the financial results, gross misconduct or a material failure of risk management). 2018 LTIP Recovery provisions may be applied to awards under the 2018 LTIP up to the second anniversary of the end of an award’s performance period. The provisions may be applied in the event of a material misstatement of audited financial results, material error in the information or assumption on which an award was granted or vests, material risk management failure, serious reputational damage to any member of the Group, material corporate failure or in the event of gross misconduct. If the recovery provisions are applied, an award may be cancelled or reduced (if Shares have not been delivered to satisfy it) or the Executive Director may be required to make a cash payment to the Company in respect of some or all of the Shares acquired. Shareholding guidelines To align the interests of Executive Directors with those of shareholders, the Remuneration Committee has adopted shareholding guidelines in accordance with which Andrew Coombs and Alistair Marks are expected to retain half of all Shares acquired under the deferred bonus, 2015 LTIP (after sales to cover tax) and 2018 LTIP (after sales to cover tax) until such a time as their holding has a value equal to 300% of salary. Shares subject to the 2018 LTIP awards which have vested but have not been released (that is, which are in a holding period), or which have been released but have not been exercised, count towards the guidelines on a net of assumed tax basis. These guidelines cease to apply on cessation of employment, but are replaced by a post-cessation holding requirement as set out on page 14. Sirius Real Estate Limited Notice of General Meeting 8

Non-Executive Directors’ Remuneration Policy The Remuneration Policy for the Chairman and Non-Executive Directors is to pay fees necessary to attract an individual of the calibre required, taking into consideration the size and complexity of the business and the time commitment of the role, without paying more than is necessary. Details are set out in the table below:

Approach to »» The fees of the Non-executive Directors are agreed by the Chairman and CEO and the fees for the Chairman are setting fees determined by the Board as a whole. »» Fees are set taking into account the level of responsibility, relevant experience and specialist knowledge of each Non-executive Director and fees at companies of a similar size and complexity.

Basis of fees »» Non-executive Directors are paid a basic fee for membership of the Board with additional fees being paid for Chairmanship of Board Committees. »» Additional fees may also be paid for other Board responsibilities or roles, such as the Senior Independent Director. »» Fees are normally paid in cash.

Other »» Non-executive Directors may be eligible to receive reasonable reimbursements such as travel and other expenses. »» Neither the Chairman nor any of the Non-executive Directors are eligible to participate in any of the Group’s incentive arrangements.

Approach to recruitment remuneration The Remuneration Policy aims to facilitate the appointment of individuals of sufficient calibre to lead the business and execute the strategy effectively for the benefit of shareholders. When appointing a new Executive Director the Remuneration Committee seeks to ensure that arrangements are in the best interests of the Company and not to pay more than is appropriate. The Remuneration Committee will take into consideration relevant factors, which may include the calibre of the individual, their existing remuneration package, and their specific circumstances, including the jurisdiction from which they are recruited. The Remuneration Committee will typically seek to align the remuneration package with the Group’s Remuneration Policy. The Remuneration Committee may make payments or awards to recognise or “buy out” remuneration packages forfeited on leaving a previous employer. The Remuneration Committee’s intention is that such awards would be made on a “like-for-like” basis to those forfeited. The discretion will not be used to make non-performance related incentive payments (for example, a “golden hello”). The maximum variable remuneration that may be granted on recruitment (excluding buy-out awards referred to above) is a bonus of up to 100% of salary, and awards under the 2018 LTIP up to the maximum permitted under the rules of the 2018 LTIP as referred to in the table above. The remuneration package for a newly appointed Chairman or Non-executive Director will normally be in line with the structure set out in the Non-executive Directors’ Remuneration Policy.

Service contracts Each of the Executive Directors has service contracts with the Group. The notice period of Executive Directors’ service will not exceed six months. All Non-executive Directors have initial fixed term agreements with the Group for no more than three years. Details of the Directors’ service contracts are set out below:

Name Commencement Notice period

Danny Kitchen 24 September 2018 3 months Andrew Coombs 20 January 2012 6 months Alistair Marks 20 January 2012 6 months Justin Atkinson 13 March 2017 3 months James Peggie 27 November 2012 3 months Jill May 27 November 2017 3 months Wessel Hamman 17 May 2011 3 months 9 Sirius Real Estate Limited Notice of General Meeting

Appendix 1 continued Directors’ Remuneration Policy

Payments for loss of office Payments for loss of office will be in line with the provisions of the Executive Directors’ service contracts and the rules of the share plans. Payment in lieu of notice The Company retains the right to terminate each Executive Director’s service contract by making a payment in lieu of some or all of the notice period. Any such payment would consist of base salary but not benefits in respect of the unexpired notice period. Post-termination restrictive covenants are in place for six months after notice of termination has been given, and under their service contracts, the Executive Directors are entitled to a payment of 100% of salary for observing these restrictions. This is a legacy arrangement in their service contracts and will not be replicated for future appointments. Annual bonus Any payment to an Executive Director on termination in respect of annual bonus will be determined by the Remuneration Committee taking into account the circumstances of the termination. Any payment will be pro-rated to reflect the proportion of the bonus year worked and subject to performance achieved. The Remuneration Committee retains discretion to pay the whole of the bonus for the year of departure and/or the previous year in cash. Any deferred amounts from bonus earned in previous years will normally be retained unless the Executive Director resigns to join or set up a competitive business or is summarily dismissed. Payments will ordinarily only be made at the usual time (although the Remuneration Committee retains discretion to make payments early in appropriate circumstances). The Remuneration Committee retains discretion to pay the whole of the bonus for the year of departure and/or the previous year in cash. 2018 LTIP If an Executive Director ceases employment with the Group before an award under the 2018 LTIP vests as a result of ill health, injury, disability or any other reason at the discretion of the Remuneration Committee, the award will usually be released on the normal release date. The award will vest to the extent determined taking into account performance conditions and, unless the Remuneration Committee determines otherwise, the proportion of the performance period that has elapsed at cessation. The Remuneration Committee retains discretion to release the award at cessation. If an Executive Director ceases employment for any reason after an award under the 2018 LTIP has vested but during the holding period, the holding period will cease and the award will be released to the Executive Director at the date of cessation. If the Executive Director is dismissed for gross misconduct, the award will lapse. If an Executive Director dies, any unvested award will vest as soon as is practicable and to the extent determined by the Remuneration Committee taking into account the application of the performance conditions and unless, the Remuneration Committee determines otherwise, the proportion of the performance period that has elapsed as at the date of death. Although the holding period will cease to apply to an award where an Executive Director ceases employment and the award does not lapse, it will be replaced, other than in the event of death, with a post-cessation shareholding requirement in accordance with which the Executive Director will be required to retain for twelve months Shares with a value (assessed at the date of leaving) equal to 200% of his salary at cessation. Shares subject to options which are capable of exercise and in respect of which there is no risk of forfeiture other than clawback shall count towards the requirement on a net of assumed tax basis. The Remuneration Committee may, at its discretion, reduce the required post-cessation holding period to take account of any period of garden leave. Other payments In appropriate circumstances, payments may also be made in respect of accrued holiday, outplacement, legal fees and other benefits. The Remuneration Committee reserves the right to make additional payments where such payments are made in good faith in discharge of an existing legal obligation (or by way of damages for breach of such an obligation) or by way of settlement or compromise of any claim arising in connection with the termination of a Director’s office or employment. Where the Remuneration Committee retains discretion it will be used to provide flexibility in certain situations, taking into account the particular circumstances of the Director’s departure and performance. Corporate events In the event of a change of control of the Company or other relevant event, unvested awards under the 2018 LTIP will vest and be released (and vested but unreleased awards will be released) as soon as reasonably practicable. The extent to which an unvested award is released will be determined taking into account: (1) the extent to which the performance condition is satisfied, as determined by the Remuneration Committee; and (2) if the event occurs in the first half of the applicable performance period, a reduction to reflect the proportion of the performance period that has elapsed, unless the Remuneration Committee determines otherwise. There is no entitlement to any compensation in the event of Non-Executive Directors’ contracts not being renewed or being terminated without notice in accordance with their terms. Sirius Real Estate Limited Notice of General Meeting 10

Operation of share plans The Remuneration Committee may operate the Company’s share plans, as approved by shareholders where relevant, in accordance with their terms, including exercising any discretions available to them under the plans.

Consultation with shareholders The Remuneration Committee believes that ongoing dialogue with major shareholders in relation to executive remuneration is of key importance, and consulted with major shareholders in relation to the 2018 LTIP, finalising the proposals having regard to feedback received. The Remuneration Committee will consider shareholder feedback received on remuneration matters including issues raised at the Meeting as well as any additional comments received during any other meeting with shareholders. The Remuneration Committee will seek to engage directly with major shareholders and their representative bodies should any material changes be made to the Remuneration Policy. In the event that 25% or more of shareholders vote against either the Remuneration Policy or the annual report on remuneration, the Company will, in its voting announcement, pursuant to the Johannesburg Stock Exchange Listing Requirements, extend an invitation to dissenting shareholders to engage with the Company, through dialogue, requesting written submissions or otherwise, in order to address shareholder concern, always with due regard to meeting the Company’s stated business objectives whilst being fair and responsible.

Statement of consideration of employment conditions elsewhere in the Group The Remuneration Committee considers the pay and employment conditions of Group employees generally and takes these into account when determining the remuneration of the Executive Directors.

External appointments Neither of the Executive Directors currently has an external appointment. The Directors recognise that external appointments can broaden an individual’s skills and experience. If an Executive Director wishes to take up an external appointment, he or she must first seek approval from the Chairman. 11 Sirius Real Estate Limited Notice of General Meeting

Appendix 2 Summary of the principal terms of the Sirius Real Estate Long Term Incentive Plan 2018

The Sirius Real Estate Long Term Incentive Plan 2018 (the “2018 LTIP”) is a discretionary share plan which will be administered by the Board of Directors or a Committee appointed by the Board, and references in this summary to the Board should be read accordingly. Decisions in relation to the participation in the 2018 LTIP by Executive Directors of the Company will be taken by the Remuneration Committee of the Board of Directors.

Eligibility Any employee (including an Executive Director) of the Company or any of its subsidiaries will be eligible to participate in the 2018 LTIP at the discretion of the Board.

Form of award An award under the 2018 LTIP may be in the form of: (a) a conditional right to acquire ordinary shares in the Company (“Shares”) at no cost (a “Conditional Award”); or (b) an option to acquire Shares at no cost (a “Nil-Cost Option”). In this summary, Conditional Awards and Nil-Cost Options are together referred to as “Awards”.

Grant of Awards Awards may be granted within the six week period following the Company’s 2018 General Meeting. Thereafter, ordinarily Awards may only be granted within the six week period following announcement of the Company’s results for any period. However, the Board may grant Awards at other times in exceptional circumstances. If Awards cannot be granted in any of these periods due to regulatory restrictions, they may be granted within the six week period following the lifting of the restriction. It is intended that three rounds of Awards will be granted, as follows:

Award Intended time of grant

2018 Award Within the six week period following the Company’s 2018 General Meeting

2019 Award Within the period of six weeks following the announcement of the Company’s results in respect of the financial year ending 31 March 2019

2020 Award Within the period of six weeks following the announcement of the Company’s results in respect of the financial year ending 31 March 2020

Overall limits Subject to any adjustment as referred to below under the heading “Adjustment”, the number of Shares over which Awards may be granted shall not exceed 12,000,000 – this provides for the grant of Awards to each of the Company’s Executive Directors over 4,000,000 Shares, the proposal to make Awards over circa 2,400,000 Shares to other senior employees and headroom for Awards to new joiners. Any Shares delivered to satisfy “dividend equivalents” as referred to under the heading “Dividends” below shall count towards this limit. The Company may buy Shares in the market which it will hold in treasury (“Treasury Shares”) and use those Shares to satisfy Awards. The Employee Benefit Trust may also acquire Shares in the market and use those Shares to satisfy Awards. The Company may issue new Shares to satisfy Awards. Only newly issued Shares will be taken into account for the purposes of this limit. In addition to the limit referred to above, the 2018 LTIP will also contain a limit on the number of new Shares issued and Treasury Shares over which Awards may be granted, as set out below. In any ten year period, the number of Shares which may be issued under the 2018 LTIP and under any other employees’ share plan adopted by the Company may not exceed 10% of the issued ordinary share capital of the Company from time to time. Shares issued to satisfy awards granted prior to the Company’s admission to the Main Market segment of the London Stock Exchange will be excluded for the purpose of assessing this limit. Treasury Shares will be treated as newly issued for the purpose of this limit until such time as guidelines published by institutional investor representative bodies determine otherwise. Sirius Real Estate Limited Notice of General Meeting 12

Individual limit Maximum Awards for Executive Directors of the Company – number of Shares Each 2018 Award and 2019 Award will be split into an “ordinary” award and an “outperformance” award. The 2020 Award will consist of an “ordinary” award only. Subject to any adjustment as referred to below under the heading “Adjustment” and to the “Annual Cap” described below, the maximum number of Shares over which an Award may be granted to any Executive Director of the Company will be:

Award Ordinary award – maximum number of Shares Outperformance award – maximum number of Shares

2018 Award 1,200,000 300,000

2019 Award 1,200,000 300,000

2020 Award 1,000,000 N/A

Maximum Awards for Executive Directors of the Company – Annual Cap The number of Shares over which a participant is granted an Award shall not exceed such number of Shares as have a market value (as determined by the Board) at the date of grant equal to 300% of the salary of the Company’s Chief Executive Officer prevailing at the date on which the Award is granted. Maximum Awards for participants who are not Executive Directors of the Company Participants who are not Executive Directors of the Company will be subject to the same limits on participation as apply to the Executive Directors of the Company, although in practice will be granted smaller Awards.

Performance conditions Awards will ordinarily be subject to the satisfaction of a performance condition which will determine the proportion (if any) of the Award which will vest at the end of a performance period. The Board will have discretion to grant Awards which are not subject to performance conditions, although Awards granted to Executive Directors must be subject to performance conditions. The performance condition and performance periods for the Executive Directors’ 2018 Awards, 2019 Awards and 2020 Awards are proposed to be based on annualised total net asset value return (adjusted NAV per Share increase plus dividends paid per Share) (“TNR”) and relative total shareholder return (“TSR”) against a peer group, as follows, although the Board retains discretion to set different measures where appropriate. Where performance falls between two of the stated levels, vesting will be on a straight-line basis. Unless the Board determines otherwise, the vesting of any Award will also be subject to a requirement that the Company’s Loan to Value Ratio policy over the applicable performance period has not been materially exceeded. 2018 Award (performance period 1 April 2018–31 March 2021) and 2019 Award (performance period 1 April 2018–31 March 2022)

Performance measure Threshold Target Maximum

Ordinary award Annualised TNR growth 7.5% annualised TNR 10% annualised TNR 13.5% annualised TNR over the performance growth: 166,667 Shares growth: 483,333 Shares growth: 800,000 Shares period (2/3 of the vest for each award vest for each award vest for each award ordinary award)

Relative TSR against the Median: 83,333 Shares N/A Upper quartile: 400,000 peer group* over the vest for each award Shares vest for each award performance period (1/3 of the ordinary award)

Outperformance Annualised TNR growth 13.5% annualised TNR N/A 15% annualised TNR award over the performance growth: 0 Shares vest growth: 300,000 Shares period (all of the vest for each award outperformance award) 13 Sirius Real Estate Limited Notice of General Meeting

Appendix 2 continued Summary of the principal terms of the Sirius Real Estate Long Term Incentive Plan 2018

Performance conditions continued 2020 Award: Performance period 1 April 2018–31 March 2023

Performance measure Threshold Target Maximum

Ordinary award Annualised TNR growth 7.5% annualised TNR 10% annualised TNR 13.5% annualised TNR over the performance growth: 166,667 Shares growth: 416,666 growth: 666,667 period (2/3 of the vest Shares vest Shares vest ordinary award)

Relative TSR against the Median: 83,333 N/A Upper quartile: 333,333 peer group* over the Shares vest Shares vest performance period (1/3 of the ordinary award)

* It is currently intended that the peer group will consist of A&J Mucklow Group plc, Workspace Group PLC, SEGRO plc, Big Yellow Group PLC, Safestore Holdings plc, alstria office REIT-AG, RDI REIT P.L.C., Custodian REIT plc, Warehouse REIT, Regional REIT, Around Town SA, TLG IMMOBILIEN AG, Hamborner REIT AG, DIC Asset AG and VIB Vermogen AG. In line with usual practice, the Board will have discretion to vary the peer group to take account of relevant events. The number of Shares vesting at each performance level assumes the maximum grants before the application of the “Annual Cap” described above. If the Annual Cap applies, the number of Shares vesting at any performance level will be adjusted proportionately. The number of Shares vesting may be adjusted as referred to below under the heading “Adjustment”. Awards granted to other participants will be subject to the same performance conditions and the number of Shares vesting will be determined on the same basis as for the Executive Directors. A performance condition may be amended or substituted if an event occurs which causes the Board to consider such action to be appropriate.

Vesting, release and exercise Awards will normally vest as soon as practicable following the end of the performance period to the extent that the performance condition has been satisfied. Awards granted to Executive Directors of the Company will, ordinarily, be subject to a “holding period” of two years following vesting and will be released (so that the participant is entitled to acquire the Shares) following the end of the holding period (a “Gross Holding Period”). Alternatively, Awards may be granted on the basis that the participant is entitled to acquire Shares following vesting but that (other than as regards sales to cover tax liabilities) the Award is not released (so that the participant is able to dispose of Shares) until the end of the holding period. Awards granted to other participants may be subject to a holding period of up to two years, or may be granted on the basis that no holding period applies. Awards which are not subject to a holding period will ordinarily be released on vesting. Nil-Cost Options will normally be exercisable from the date of release until the tenth anniversary of the grant date, or such earlier date as the Board determines. If a Conditional Award has been released or a Nil-Cost Option has been exercised, the number of Shares in respect of which the Award has been released or exercised together with any additional Shares or cash to which a participant becomes entitled in connection with the dividend arrangements described below will be delivered or paid to the participant as soon as practicable thereafter.

Dividends If an Award is granted subject to a Gross Holding Period, on its release (or on its exercise if granted in the form of a Nil-Cost Option), the Company may provide cash or additional Shares to the participant based on the value of dividends paid on vested Shares over the period beginning at the start of the Gross Holding Period and ending no later than the date on which the Award is released. The Board shall determine the basis on which this amount is calculated which may assume the reinvestment of the dividends into Shares. Sirius Real Estate Limited Notice of General Meeting 14

Malus and clawback At any time before the second anniversary of the end of the performance period applying to an Award, in the circumstances referred to below, the Board may: »» cancel the Award, reduce the number of Shares to which it relates or impose additional conditions on it (if Shares or cash have not been delivered or paid to satisfy the Award); or »» require the participant to transfer to or as directed by the Company a number of Shares not exceeding the number of Shares acquired pursuant to the Award and/or to make a cash payment to the Company in respect of Shares acquired or cash paid pursuant to the Award. The relevant circumstances are: »» a material misstatement of audited financial results; »» a material error in the information or assumptions on which the Award was granted or vests, including an error in assessing the Performance Condition; »» a material failure of risk management by any member of the Group or relevant business unit; »» serious reputational damage to any member of the Group or a relevant business unit; »» misconduct on the part of the participant; or »» material corporate failure, as determined by the Board.

Cessation of employment Unvested Awards Ordinarily, unvested Awards will lapse on termination of employment. However, if a participant ceases to hold office or employment by reason of ill health, injury, disability, or because the participant’s employer company ceases to be a member of the Group or the participant is employed by a company which is transferred out of the Group, or for any other reason at the Board’s discretion (a “Good Leaver”), any unvested Award he or she holds will usually continue and vest following the end of the applicable performance period to the extent that the performance condition is met. If the Award was subject to a holding period, the holding period will cease to apply and the Award will be released following the end of the performance period, although in the case of any participant who was an Executive Director of the Company when the Award was granted or any other participant determined by the Board, the post-cessation shareholding requirement referred to below will apply, other than in the case of death. The Board will retain discretion to vest and release the Award at or as soon as reasonably practicable following the date of cessation, and to assess the performance condition accordingly. The extent to which the Award vests by reference to the satisfaction of the performance condition will be reduced to take account of the proportion of the performance period that has elapsed at the date of cessation, unless the Board determines otherwise. If a participant dies, any unvested Award he or she holds will vest as soon as is practicable as determined by the Board, but taking into account the extent to which the performance condition is met and, unless the Board determines otherwise, the proportion of the performance period that had elapsed as at the time of death. Vested but unreleased Awards If an Award is granted subject to a holding period and the participant ceases office or employment during the holding period, the Award will be released as soon as practicable thereafter (unless the participant is dismissed for gross misconduct, in which case the Award will lapse), although, in the case of any participant who was an Executive Director of the Company when the Award was granted or any other participant determined by the Board, the post-cessation shareholding requirement referred to below will apply. Post-cessation shareholding requirement If this post-cessation shareholding requirement applies, the relevant participant will be required to retain for at least twelve months following the date of cessation Shares with a market value (at the date of cessation, as determined by the Board) equal to 200% of his annual base salary payable at the date of cessation; Shares which are subject to vested but unreleased (or released but unexercised) nil-cost options will count towards this limit on a net of assumed tax basis. The Board may, at its discretion, reduce the length of this holding period to take account of any period of garden leave served by the individual. 15 Sirius Real Estate Limited Notice of General Meeting

Appendix 2 continued Summary of the principal terms of the Sirius Real Estate Long Term Incentive Plan 2018

Corporate events In the event of a takeover of the Company or other relevant event, unvested Awards will vest and be released (and vested but unreleased Awards will be released) as soon as reasonably practicable. The extent to which an unvested Award is released will be determined taking into account: (1) the extent to which the performance condition is satisfied, as determined by the Board; and (2) if the event occurs in the first half of the applicable performance period, a reduction to reflect the proportion of the performance period that has elapsed, unless the Board determines otherwise. Alternatively, the Board may permit Awards to be exchanged for awards over Shares in the acquiring company (and, ordinarily, will require this if the change of control is an internal reorganisation). If other events occur such as a winding-up of the Company, demerger, delisting, special dividend or other event which, in the opinion of the Board, may affect the current or future value of Shares, the Board may determine that Awards will vest and be released on the same basis as in the event of a change of control.

Adjustment In the event of a sub-division or consolidation of Shares, the overall limits referred to above will be adjusted. In the event of any variation of the Company’s share capital or a special dividend, the overall limits, the number of Shares subject to an Award and/or any performance condition attaching to an Award, may be adjusted. Any adjustment to the number of Shares subject to an Award will be determined on the basis that the adjusted Award will give the participant entitlement to the same proportion of the Company’s equity capital as that to which he was previously entitled. The overall limits, number of Shares subject to an Award and any performance condition may also be adjusted in the event of a demerger, delisting, rights issue or other event, which may, in the Board’s opinion, affect the current or future value of Shares. Any adjustment to the number of Shares subject to an Award will be determined on the basis that the adjusted Award will give the participant entitlement to the same proportion of the Company’s equity capital as that to which he was previously entitled. The terms of any adjustment may only be made if the Company’s auditors (or other independent advisers acceptable to the Johannesburg Stock Exchange) have confirmed in writing that the adjustments are in accordance with the rules of the 2018 LTIP.

Amendment, termination and further terms of the 2018 LTIP The Board may amend the 2018 LTIP at any time, provided that the approval of the Company’s shareholders with a 75% majority vote in general meeting (excluding all votes attaching to Shares owned or controlled by participants in the 2018 LTIP) will be required for any amendments to the advantage of participants relating to eligibility, limits, the basis for determining a participant’s entitlement to, and the terms of, the Shares or cash comprised in an Award, the provisions of the Plan relating to the impact of a corporate event and the impact of any variation of capital to become effective. However, any minor amendment to benefit administration, to take into account legislative changes, or to obtain or maintain favourable tax treatment, exchange control or regulatory treatment may be made by the Board without shareholder approval. No amendment to the material disadvantage of existing rights of participants (except in respect of performance conditions) may be made to the 2018 LTIP unless every participant who may be affected by such amendment has been invited to indicate whether or not they approve the amendment and the amendment is approved by a majority of participants who have so indicated. Awards are not transferable (other than on death). No payment will be required for the grant of an Award. Awards will not form part of pensionable earnings. Awards granted under the 2018 LTIP shall not entitle a participant to vote or receive dividends until such time as the Award has been released and Shares have been delivered to the participant in satisfaction of the Award, although “dividend equivalents” may be provided as described under the heading “Dividends” above.

Sirius Real Estate Limited Notice of General Meeting 16

Appendix 3 Total remuneration package value illustration

Given it is challenging to provide a “like-for-like” comparison of the 2015 LTIP (which was an upfront LTIP grant that vested after three years) with the 2018 LTIP grants (vesting over five years), we have sought to provide a number of different reference points. This illustration therefore shows: (1) a high-level illustration of the potential value of the 2018 LTIP compared to the actual value delivered under the 2015 LTIP; (2) the actual remuneration received by the CEO and CFO between 1 April 2015 and 31 March 2018 (including an annualised value for the previous LTIP) compared to the maximum potential remuneration the year ending 31 March 2019 (including an annualised value for the 2018 LTIP). An annualised value for the 2018 LTIP has been used for illustrative purposes recognising that it is challenging to provide a “like-for-like” comparison of the previous LTIP (which was an upfront LTIP grant that vested after three years) with the 2018 LTIP grants (vesting over five years); and (3) an illustration of the total maximum potential face value of the remuneration package for the Company compared to other UK listed real estate companies.

(1) Potential value of 2018 LTIP compared to the 2015 LTIP The 2015 LTIP vested on 2 July 2018. The 2015 LTIP was a one-off single grant vesting over the three years 1 April 2015 to 31 March 2018. Under the 2018 LTIP, annual grants will be made in 2018, 2019 and 2020. Performance will be measured from 1 April 2018 to 31 March 2021, 31 March 2022 and 31 March 2023 (i.e. five years in total). In addition a two year holding period will apply such that, in normal circumstances, awards will not be released until 2023, 2024 and 2025. For the purposes of illustrating the value of the 2018 LTIP, a share price of 77.3 cents (67.8 pence converted at €/£ rate of 1.1397) has been used at the share price at the date of grant (this is the share price as at the day of the 2018 final results announcement). For illustrative purposes only we have used an annual share price increase of 15% p.a. As of 7 November 2018 being the last practicable date prior to printing of this document, the current share price is 58.6 pence. Value at vesting 2015 LTIP

Number of Shares post waiver 8,400,000 Shares

Share price (£) at vesting date (2 July 2018) 62.6 pence Share price € at vesting date (€/£ rate: 1.1308) 70.8 cents

Total value of 2015 LTIP at grant (each for CEO and CFO) €5,946,199

2018 LTIP (based on 100% vesting and 15% p.a. share price growth for illustration)

Number of Shares Illustrative share price at vest Illustrative vesting value of LTIP value

Vesting at 31 March 2021 1,500,000 Shares 117.5 cents €1,762,500 Vesting at 31 March 2022 1,500,000 Shares 135.1 cents €2,026,500 Vesting at 31 March 2023 1,000,000 Shares 155.4 cents €1,554,000

Total value of 2018 LTIP at vest for each of CEO and CFO €5,343,000

As noted above the 2015 LTIP and the 2018 LTIP have different performance periods, three years and five years respectively. An annualised value for the 2018 LTIP is therefore shown below for illustrative purposes recognising that it is challenging to provide a “like-for-like” comparison of the previous LTIP (which was an upfront LTIP grant that vested after three years) with the 2018 LTIP grants (vesting over five years).

2015 LTIP 2018 LTIP 2018 LTIP

Number of Shares granted post waiver 8,400,000 4,000,000 4,000,000 Total LTIP value €5,946,199 €5,343,000 €5,343,000

Annualised LTIP value €1,982,066 €1,068,600 €1,404,925

Annualised Annualised 2018 grant annualised over three years over five years over three years, 2019 grant annualised over four years and 2020 grant annualised over five years 17 Sirius Real Estate Limited Notice of General Meeting

Appendix 3 continued Total remuneration package value illustration

(2) Actual remuneration received by the CEO and CFO versus maximum potential remuneration in 2019 (including illustrative annualised value of the 2018 LTIP)

Single figure table

FY ending 31 March 2016 31 March 2017 31 March 2018 31 March 2019 1 April 2019

Market cap (spot) £259.3m £424.2m £563.0m Salary 388,421 351,928 456,000 463,661 463,661 Benefits 44,401 42,133 8,775 8,775 8,775 Pension 42,713 47,992 68,400 69,549 69,549 Bonus 310,538 300,085 456,000 463,661 463,661 MSP 219,928 164,005

Total (exc. LTIP) 1,006,001 906,143 989,175 1,005,646 1,005,646

Annualised LTIP 1,982,066 1,982,066 1,982,066 1,068,600 1,404,925

Total 2,988,067 2,888,209 2,971,241 2,074,246 2,410,571 Salary 272,203 308,574 345,000 350,796 350,796 Benefits 16,568 25,072 25,665 25,665 25,665 Pension 29,335 35,699 51,750 52,619 52,619 Bonus 280,529 269,340 345,000 350,796 350,796 MSP 33,257 171,063

Total (exc. LTIP) 631,892 809,748 767,415 779,876 779,876

Annualised LTIP 1,982,066 1,982,066 1,982,066 1,068,600 1,404,925

Total 2,613,958 2,791,814 2,749,481 1,848,476 2,184,801

2018 LTIP annualised 2018 grant over five years annualised over three years, 2019 grant annualised over four years and 2020 grant annualised over five years

2019 Assumptions: Salaries are as per the 2018 Directors’ remuneration report, benefits are equal to 2018 actuals, pensions are equal to 15% of salary, and annual bonuses are equal to 100% of salary. Sirius Real Estate Limited Notice of General Meeting 18

(3) Illustration of the total maximum potential face value of the remuneration package for the Company compared to other UK listed real estate companies The total maximum value of the remuneration package for the Company has been compared to other real estate companies as an additional reference point. The Remuneration Committee is mindful that there is wide range in the market capitalisation (twelve month average) of the companies in this peer group. The Remuneration Committee is also aware of the limitations and pitfalls of benchmarking pay. The Remuneration Committee does not take decisions on the basis of simple benchmarking against peer companies. A number of factors are considered including link to our business strategy and creation of long-term value for stakeholders, scope and nature of the role, experience and contribution of the individual, individual and company performance, wider workforce pay and policies, market conditions and investor expectations. For simplicity the most recent base salary has been used plus pension, the maximum bonus opportunity (as a % of salary excluding deferrals) plus LTIP value at grant (as a % of salary). CEO maximum

Capital & Counties (£2354m) 3,703 Intu Properties (£2765m) 3,090 Safestore Holdings (£1064m) 2,777 Helical Bar (£398m) 2,660 St Modwen Properties (£879m) 2,344 Workspace Group (£1700m) 2,157 Alstria Office REIT (£1874m) 2,154 Sirius Real Estate (2019) 2,073 Grainger (£1219m) 2,022 Sirius Real Estate (2018) 1,917 Mountview Estates (£433m) 1,906 Raven Property Group (£300m) 1,902 RDI REIT (£672m) 1,881 U&I (£261m) 1,847 Sirius Real Estate (2020) 1,793 Capital & Regional (£380m) 1,751 Big Yellow Group (£1392m) 1,260 LSL Property Services (£267m) 1,238 Daejan Holdings (£970m) 1,200 CLS Holdings (£934m) 1,137 Hansteen Holdings (£593m) 950 TLG Immobilien (£1962m) 939 AJ Mucklow (£335m) 567

£0k £500k £1,000k £1,500k £2,000k £2,500k £3,000k £3,500k £4,000k

Sirus Real Estate Limited 19 Sirius Real Estate Limited Notice of General Meeting

Appendix 3 continued Total remuneration package value illustration

(3) Illustration of the total maximum potential face value of the remuneration package for the Company compared to other UK listed real estate companies continued CFO maximum

Intu Properties (£2765m) 2,409 Capital & Counties (£2354m) 2,280 Alstria Office REIT (£1874m) 2,120 Safestore Holdings (£1064m) 1,905 Sirius Real Estate (2019) 1,855 Sirius Real Estate (2018) 1,703 Sirius Real Estate (2020) 1,578 Helical Bar (£398m) 1,548 Mountview Estates (£433m) 1,443 Workspace Group (£1700m) 1,318 Grainger (£1219m) 1,194 Raven Property Group (£300m) 1,185 St Modwen Properties (£879m) 1,169 RDI REIT (£672m) 1,123 Capital & Regional (£380m) 1,076 Hansteen Holdings (£593m) 979 U&I (£261m) 951 TLG Immobilien (£1962m) 939 Big Yellow Group (£1392m) 936 LSL Property Services (£267m) 897 CLS Holdings (£934m) 881 AJ Mucklow (£335m) 760

£0k £500k £1,000k £1,500k £2,000k £2,500k £3,000k

Sirus Real Estate Limited

As an additional reference point the table below shows aggregate CEO and CFO total maximum remuneration. Combined CEO and CFO – Total maximum remuneration

Capital & Counties (£2354m) 5,982 Intu Properties (£2765m) 5,499 Safestore Holdings (£1064m) 4,682 Alstria Office REIT (£1874m) 4,273 Helical Bar (£398m) 4,208 Sirius Real Estate (2019) 3,929 Sirius Real Estate (2018) 3,621 St Modwen Properties (£879m) 3,514 Workspace Group (£1700m) 3,475 Sirius Real Estate (2020) 3,371 Mountview Estates (£433m) 3,348 Grainger (£1219m) 3,215 Raven Property Group (£300m) 3,087 RDI REIT (£672m) 3,003 Capital & Regional (£380m) 2,827 U&I (£261m) 2,797 Big Yellow Group (£1392m) 2,196 LSL Property Services (£267m) 2,135 CLS Holdings (£934m) 2,018 Hansteen Holdings (£593m) 1,930 TLG Immobilien (£1962m) 1,878 AJ Mucklow (£335m) 1,326

£0k £1,000k £2,000k £3,000k £4,000k £5,000k £6,000k

Sirus Real Estate Limited Sirius Real Estate Limited Notice of General Meeting 20

Notice of General Meeting Sirius Real Estate Limited (Registered in Guernsey No: 46442)

NOTICE IS HEREBY GIVEN that a general meeting (the “Meeting”) of Sirius Real Estate Limited (the “Company”) will be held at 33 St James’ Square, London SW1Y 4JS on 5 December 2018 at 10am UK time (12pm SAST) for the following purposes:

Resolutions Shareholders will be asked to consider and, if thought fit, to pass the resolutions below. Resolution 1 will be proposed as an ordinary resolution and resolution 2 will be proposed as a special resolution. An ordinary resolution must receive more than half of the votes cast in favour to be passed. A special resolution requires at least three-quarters of the votes cast in favour to be passed. Ordinary resolution 1 To receive and approve the Company’s Remuneration Policy set out in Appendix 1 (pages 5 to 10 of the Circular dated 12 November 2018 containing the Company’s Notice of General Meeting. Special resolution 2 That the rules of the Sirius Real Estate Long Term Incentive Plan 2018 (the “2018 LTIP”), in the form produced to the Meeting and initialled by the Chairman of the Meeting for the purposes of identification and the principal terms of which are summarised in Appendix 2 (pages 11 to 15 of the Circular dated 12 November 2018 containing the Company’s Notice of General Meeting), be and are hereby approved and the Directors be and are generally authorised to adopt the 2018 LTIP and to do all acts and things that they consider necessary or expedient to give effect to the 2018 LTIP. By order of the Board,

Mrs Aoife L Bennett Company Secretary 12 November 2018

Registered office: PO Box 100, Trafalgar Court 2nd Floor, East Wing Admiral Park St Peter Port Guernsey GY1 3EL Channel Islands 21 Sirius Real Estate Limited Notice of General Meeting

Notice of General Meeting continued Sirius Real Estate Limited (Registered in Guernsey No: 46442)

Notes: 1 The date on which shareholders must be recorded as such in the share register maintained by the transfer secretaries of the Company for purposes of being entitled to receive this Notice is Friday 26 October 2018. 2 Members registered on the South African part of the register of members (the “SA Register”) as of Friday 30 November 2018 (the “SA Record Date”) shall have the right to participate and vote at the Meeting. Accordingly, the last day to trade for shareholders on the SA Register in order to be able to participate and vote at the Meeting is Tuesday 27 November 2018. Any change to an entry on the SA Register after the SA Record Date shall be disregarded in determining the right of any person to attend and vote at the Meeting. 3 Members registered on the United Kingdom part of the register of members (the “UK Register”) as of 6pm (UK time) on Friday 30 November 2018 (the “UK Record Time”) shall have the right to participate and vote at the Meeting. Any change to an entry on the UK Register after the UK Record Time shall be disregarded in determining the right of any person to attend and vote at the Meeting. 4 A shareholder entitled to attend and vote at the Meeting is also entitled to appoint a proxy or proxies to attend, speak and vote instead of such shareholder. A shareholder may appoint more than one proxy in relation to the Meeting, provided that each proxy is appointed to exercise the rights attaching to a different share or Shares held by that shareholder. A proxy need not also be a shareholder. The delivery of an appointment of proxy (whether in hard copy form or electronically in accordance with the procedure set out below) will not prevent a shareholder from attending and voting at the Meeting or at any adjournment thereof in person if he or she so wishes. 5 The rules of the Sirius Real Estate Long Term Incentive Plan 2018 will be available for inspection by shareholders during normal business hours at the Company’s office (Trafalgar Court, 2nd Floor, East Wing, Admiral Park, St Peter Port, Guernsey GY1 3EL), at PSG Capital’s offices at 1st Floor, Ou Kollege Building, 35 Kerk Street, Stellenbosch, 7600 and at 2nd Floor Building 3, 11 Alice Lane, Sandhurst, Sandton, 2196 South Africa and at the offices of Deloitte LLP (Company Secretarial Department), 2 New St Square, London EC4A 3BZ. Shareholders on the UK Register 6 Shareholders on the UK Register will not receive a hard copy Form of Proxy for the Meeting in the post. Instead, you may appoint a proxy online at www.signalshares.com, or by requesting a paper Form of Proxy by contacting Link Asset Services on 0871 664 0300 (calls cost 12 pence per minute plus your phone company’s access charge) or from overseas on +44 (0) 371 664 0300 (calls will be charged at the applicable international rate) and returning it to Link Asset Services at PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible. To be effective, the completed Form of Proxy or other instrument appointing a proxy must be received by Link Asset Services, or received electronically via www.signalshares.com, by no later than 10am (UK time) (12pm SAST) on 3 December 2018. CREST member voting 7 CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. 8 In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear UK & Ireland Limited’s specifications, and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must in order to be valid be transmitted so as to be received by the issuer’s agent (ID RA10) by not later than 10am (UK time) (12pm SAST) on 3 December 2018 (or, in the event of an adjournment, not less than 48 hours before the stated time of the adjourned meeting (excluding any part of a day that is not a working day)). For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. 9 CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. 10 The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5) (a) of the Uncertified Securities Regulations 2001. Sirius Real Estate Limited Notice of General Meeting 22

Shareholders on the SA Register 11 In the case of certificated shareholders and own-name registered dematerialised shareholders on the SA Register, to be valid the signed Form of Proxy must be sent to Computershare Investor Services Proprietary Limited (registration number 2004/003647/07), Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196, South Africa (PO Box 61051, Marshalltown, 2107, South Africa) (or by email to [email protected]) to be received as soon as possible and by no later than 10am (UK time) (12pm SAST) on 3 December 2018. 12 Dematerialised shareholders on the SA Register, other than own-name registered dematerialised shareholders, who wish to attend the Meeting in person will need to request their participant or broker to provide them with the necessary letter of representation in terms of the custody agreement entered into between such shareholder and their participant or broker. Dematerialised shareholders, other than own-name registered dematerialised shareholders, who are unable to attend the Meeting and who wish to be represented thereat must provide their participant or broker with their voting instructions in terms of the custody agreement entered into between such shareholder and their participant or broker in the manner and time stipulated therein. 13 The quorum for the Meeting is three shareholders present either in person or by proxy. The majority required for the passing of an ordinary resolution is more than 50% of the total number of votes cast on that ordinary resolution. The majority required for the passing of a special resolution is at least 75% of the total number of votes cast on that special resolution. 14 At the Meeting the votes may be taken by a show of hands or on a poll, at the option of the Chairman. On a show of hands every shareholder present, in person or by proxy, shall have one vote. On a poll every shareholder who is present, in person or by proxy, shall have one vote for every ordinary share held by him. On a poll votes may be given either personally or by proxy. A shareholder entitled to more than one vote need not use all of his votes or cast all of the votes in the same way. 15 If, within 15 minutes from the appointed time for the Meeting, a quorum is not present, then the Meeting will be adjourned to the same place and at such date and time as the Board may determine. At the adjourned Meeting, three shareholders present, in person or by proxy, will form a quorum. Again, the majority required for the passing of an ordinary resolution is more than 50% of the total number of votes cast on that ordinary resolution and the majority required for the passing of a special resolution is at least 75% of the total number of votes cast on that special resolution. 16 Where there are joint registered holders of any ordinary share, the vote of the senior holder who tenders a vote (whether in person or by proxy) will be counted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names of the holders stand in the register of shareholders. 17 No shareholder shall be entitled to vote in respect of any ordinary Shares unless he or she has been registered as their holder or has been validly appointed as a proxy. 18 Any corporation which is a shareholder can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a shareholder provided that they do not do so in relation to the same Shares. 19 As at 7 November 2018, being the latest practicable date prior to the printing of this Notice, the Company’s issued capital consisted of 1,009,996,718 ordinary Shares, of which 574,892 are held in treasury. Ordinary Shares carry one vote each, except for those held in treasury which carry no voting rights. Therefore, the total voting rights in the Company as at 7 November 2018 are 1,009,421,826. 20 Any electronic address provided either in this Notice or in any related documents (including the Form of Proxy) may not be used to communicate with the Company for any purposes other than those expressly stated. 21 A copy/copies of the service agreements and letters of appointment between the Company and its Directors will be available for inspection at the registered office of the Company during usual business hours on any weekday (Saturdays, Sundays and bank holidays excluded) until the date of the Meeting and also on the date and at the place of the Meeting from 9.45am (UK time) (10.45am SAST) until the conclusion of the Meeting. Sirius Real Estate Limited Trafalgar Court 2nd Floor, East Wing Admiral Park St Peter Port Guernsey GY1 3EL Channel Islands www.sirius-real-estate.com