Sirius Real Estate : Notice of Annual General Meeting

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, Central Securities Depositary Participant ("CSDP"), 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 Advisory and Intermediary Services Act, No. 37 of 2002; 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 (the "Company"), 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)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE OF THE 2024 ANNUAL GENERAL MEETING AND A LETTER FROM YOUR CHAIRMAN ON THE BUSINESS TO BE CONDUCTED AT THAT MEETING, WHICH IS TO BE HELD ON FRIDAY 28 JUNE 2024 AT 10AM (UK TIME) (11AM SAST) AT 33 ST JAMES'S SQUARE, LONDON SW1Y 4JS.

Whether or not you propose to attend the Annual General Meeting, please return your proxy appointment to the Company's registrar by no later than 10am (UK time) (11am SAST) on Wednesday 26 June 2024.

UK shareholders will not receive a Form of Proxy for the 2024 AGM in the post. Instead, you may appoint a proxy online at www.signalshares.com, by downloading the LinkVote+ app on Google Play or the Apple App Store, or if you are an institutional investor online at https://www.proxymity.io or by requesting a paper Form of Proxy by contacting Link Group on 0371 664 0300 (calls are charged at the standard geographic rate and will vary by provider) or from overseas on [phone] (calls outside the United Kingdom will be charged at the applicable international rate) and returning it to Link Group at PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL so as to be received as soon as possible but in any event by no later than 10am (UK time) (11am SAST) on Wednesday 26 June 2024. Lines are open between 9am and 5.30pm (UK time) (10am and 6.30pm SAST), Monday to Friday excluding public holidays in England and Wales.

Information on the appointment of proxies via the CREST electronic proxy appointment service is provided on pages 8 and 15 of this document.

LETTER FROM THE CHAIRMAN OF THE COMPANY

Sirius Real Estate Limited

(Incorporated in Guernsey under The Companies (Guernsey) Law, 2008, as amended, with registered number 46442)

Directors	Registered office:
Daniel Kitchen (Independent Non-Executive Chairman)	Elizabeth House
Andrew Coombs (Executive Director, Chief Executive Officer)	Les Ruettes Brayes
Chris Bowman (Executive Director, Chief Financial Officer)	St Peter Port
Caroline Britton (Independent Non-Executive Director, Senior Independent Director)	Guernsey GY1 1EW
Mark Cherry (Independent Non-Executive Director)	Channel Islands
Kelly Cleveland (Independent Non-Executive Director)
Joanne Kenrick (Independent Non-Executive Director)	6 June 2024
James Peggie (Independent Non-Executive Director)
Dear Shareholders,
Notice of Annual General Meeting of Sirius Real Estate Limited

I am writing to inform you that the 2024 Annual General Meeting ("AGM" or the "Meeting") of the Company will be held at 10am (UK time) (11am SAST) on Friday 28 June 2024 at 33 St James's Square, London SW1Y 4JS. The formal notice of AGM and resolutions to be proposed are set out on pages 10 to 13.

The purpose of this letter is to explain certain elements of the business to be considered at the AGM.

Shareholder questions

If you are not attending and wish to ask a question relating to the business of the AGM, then you can email your questions in advance of the Meeting to [e-mail] and we will publish these questions and our answers to them on the Company's website (www.sirius-real-estate.com). Please note that questions of a similar nature may be grouped together and it may not be possible to answer all questions.

Resolutions

Each of Resolutions 1 to 16 will be proposed as an ordinary resolution, which means that for each resolution to be passed, more than half (i.e. a simple majority) of the votes cast whether in person or by proxy must be in favour of the resolution. Resolutions 17 to 20 will be proposed as special resolutions. This means that for each of these resolutions to be passed, at least three-quarters (i.e. 75%) of the votes cast whether in person or by proxy must be in favour of the resolution. Further information relating to each of the resolutions to be proposed at the AGM is set out below.

Annual Report and Accounts (Resolution 1)

Resolution 1 seeks shareholders' approval for the Annual Report and Accounts.

The Directors of the Company (the "Directors") are required to present to shareholders at the AGM the Annual Report and Accounts for the year ended 31 March 2024 (the "Annual Report and Accounts") together with the Directors' and auditor's reports contained in the Annual Report and Accounts. The Annual Report and Accounts are available on the Company's website at www.sirius-real- estate.com or may be requested and obtained in person, at no charge, at the Company's registered office during office hours.

Election and re-election of Directors (Resolutions 2 to 9)

Resolutions 2 to 9 propose the election of Deborah Davis and the re-election of all of the Directors, save for James Peggie, who will step down as an independent non-executive director of the Company at the conclusion of the 2024 annual general meeting. I would like to thank James for his outstanding contribution to the Board during his tenure which started in 2012 when the company was a £60 million AIM-listed company. James has acted as Senior Independent Director, Interim Board Chair, chair of the Remuneration Committee and as a Member of the Audit and Nomination Committees.

Notwithstanding that the Company's Articles of Incorporation (the "Articles") require one-third of the Directors only to offer themselves for re-election by rotation, the Directors have resolved that they will all retire at the AGM, in accordance with the practice recommended by the UK Corporate Governance Code, and that, save for James Peggie, they shall all offer themselves for reelection by the shareholders.

The Board has been subject to the FTSE Women Leaders (previously Hampton-Alexander) diversity targets for FTSE 250 companies since it joined the index in September 2019. The Board is a small Board of Directors and continuing to broaden boardroom diversity is a primary consideration for appointments. I am pleased with the progress made during the year in relation to Board composition, as detailed below, after which we will have four female Directors, which will represent 50% of the Board following the 2024 AGM. We will also have one Director from an ethnic minority background.

The Board is proposing the election of Deborah Davis as a Non-Executive Director. The Board announced Deborah's appointment to the Board on 28 May 2024 and, subject to election by the shareholders, Deborah's commencement date is on 1 December 2024.

Biographical details of Deborah Davis, who is standing for election, are provided below. Biographical details of the Directors standing for re-election can be found below as well as on pages 76 and 77 of the Company's Annual Report and Accounts 2024. A summary curriculum vitae for each candidate standing for election or re-election is provided below.

Following a performance evaluation during the year, the Board considers that each of the Directors standing for re-election continues to make an effective and valuable contribution and that they demonstrate commitment to their respective roles. The Board is satisfied that, in its judgement, all of the Non-Executive Directors being proposed for re-election meet the independence criteria prescribed in the UK Corporate Governance Code as all are independent in character and judgement and there are no relationships or circumstances which are likely to affect, or could appear to affect, their judgement.

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Summary curriculum vitae of Chris Bowman (Resolution 2)

Chris brings nearly 25 years' accounting, finance and capital markets experience. Most recently Chris led the UK investment banking arm of Berenberg, a business division which he was brought in to build from new eight years ago and has grown to become one of the UK's leading mid-market public company advisers.

Prior to this, Chris spent seven years in investment banking at Liberum, before which he worked in corporate finance at Canaccord and Credit Lyonnais. Chris qualified as a Chartered Accountant with KPMG in 2000.

Importance of contribution and reasons for re-election: Chris is responsible for the Company's financial management and control across the Group, including its banking relationships.

Summary curriculum vitae of Caroline Britton (Resolution 3)

Caroline is a Chartered Accountant and was an audit partner at Deloitte LLP from April 2000 to May 2018, having qualified with its predecessor firm Touche Ross & Co. In addition to providing audit and advisory services in the financial services sector, Caroline ran the FTSE 250 Deloitte NextGen CFO programme. Caroline is a non-executive director of Moneysupermarket.com Group plc and Revolut Limited, at both of which she chairs the audit committees. Caroline became the Chair of the Company's Audit Committee at the close of the annual general meeting held on 31 July 2020 and was appointed as Senior Independent Director at the conclusion of the 2022 annual general meeting. Other than with the Company and Moneysuperrmarket.com Group plc, Caroline holds no further listed non-executive directorship positions.

Importance of contribution and reasons for re-election: Caroline's strong financial background and regulatory experience make her ideally skilled to chair the Audit Committee. Her governance expertise also gives her valuable insights as Senior Independent Director and as a member of the Nomination Committee.

Summary curriculum vitae of Mark Cherry (Resolution 4)

Mark Cherry is a Chartered Surveyor, having qualified in 1983, and brings a wealth of real estate knowledge in the investment and asset management markets. Mark was a main board director of Green Property plc for ten years, where he was responsible for its UK assets and left on the sale of the portfolio in 2003. Subsequently he held a board level role at Teesland plc, a fund and asset manager specialising in small industrial estates with offices throughout Europe, including three in Germany. In 2010 Mark joined Lloyds Banking Group as the head of asset management within the real estate "bad bank", where he was responsible for setting up a number of initiatives to optimise recovery proceeds from defaulted loans. He was also employed on a part-time basis by Invesco Asset Management Limited as its adviser to the real estate lending team. Other than with the Company, Mark holds no further listed non-executive directorship positions.

Importance of contribution and reasons for re-election: Mark is a Chartered Surveyor who has specialised for over 30 years in European industrial real estate markets and brings valuable commercial real estate experience as a member of the Board and of its Nomination Committee and Sustainability and Ethics Committee.

Summary curriculum vitae of Kelly Cleveland (Resolution 5)

Kelly is a Chartered Accountant, having qualified in New Zealand in 2001 at PricewaterhouseCoopers, and has worked in real estate in the UK since 2004. She is currently head of strategy and investment, an Exco member and chair of the Investment Committee at The British Land Company PLC, the FTSE 100 REIT, where she has worked for more than eleven years, including three years in group strategy. Kelly previously held roles in corporate finance and finance respectively at the Grosvenor Group and Burberry Group PLC. Other than with the Company, Kelly holds no listed non-executive directorship positions.

Importance of contribution and reasons for re-election: Kelly is a Chartered Accountant and head of investment for The British Land Company PLC, with significant experience in finance and real estate. Kelly has a particular interest in progressing ESG matters as a member of the Sustainability and Ethics Committee and brings valuable accounting experience to the Audit Committee.

Summary curriculum vitae of Andrew Coombs (Resolution 6)

Andrew Coombs joined the Sirius Group in January 2010 from the Regus Group plc (now IWG plc), where he had been UK sales director, and became Chief Executive Officer of Sirius Real Estate in January 2012. Before Regus he was a director and general manager for MWB Business Exchange plc (also now part of IWG plc).

Importance of contribution and reasons for re-election: Andrew has a strong career in business leadership and sales in the commercial property sector, with a particular background in flexible and serviced workspace. Andrew's responsibilities to Sirius Real Estate include formulating and delivering on the Group's strategy for creating shareholder value, as well as how the business manages its relationship with its other stakeholders. Andrew chairs the Board's Sustainability and Ethics Committee.

Summary curriculum vitae of Deborah Davis (Resolution 7)

Deborah Davis brings a wealth of experience to the Company, having spent 25 years in various senior executive roles in Sales, Marketing, Customer experience and Operations at some of the world's largest technology businesses, PayPal, eBay, Symantec and Verizon Business. She holds an engineering honours degree in Applied Science (Electronics) from the University of Melbourne, a Masters degree in Science Management with Distinction from London Business School and is a Chartered Director (CDir).

Deborah is on the board of two listed companies, as Chair of diagnostic data and analytics company Diaceutics plc and Remuneration Committee Chair and Non-executive Director of consumer credit company International Personal Finance plc. She is also a Non-executive Director of Lloyds Banking Group Insurance/Scottish Widows Insurance Limited and was formerly a Non-executive Director of The Institute of Directors and of Norwegian listed biometrics company IDEX Biometrics ASA. She is also a trustee of the Southern African Conservation Trust.

Sirius Real Estate Limited Notice of Annual General Meeting 2024

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LETTER FROM THE CHAIRMAN OF THE COMPANY CONTINUED

Sirius Real Estate Limited

Resolutions continued

Summary curriculum vitae of Deborah Davis (Resolution 7) continued

Deborah will join as an Independent Non-Executive Director and the Board will approve her Committee memberships before her commencement date.

Deborah Davis is being proposed for election, having been appointed by the Board, as announced on 28 May 2024, with a commencement date of 1 December 2024.

Summary curriculum vitae of Joanne Kenrick (Resolution 8)

Joanne Kenrick has had a commercial marketing career spanning over 30 years and has extensive listed, private and charitable board experience. For five years until 2015 she was the marketing and digital director for Homebase, prior to which she was chief executive officer of Start, where she established and oversaw HRH the Prince of Wales' public facing initiative for a more sustainable future. Jo's former roles include marketing and customer proposition director for B&Q and marketing director at Camelot Group plc. She was previously a non-executive director of Principality Building Society for six years, during which time she was also a member of the audit and conduct risk committees. Jo has a degree in Law and started her career at Mars Confectionery and PepsiCo.

Jo is currently a non-executive director and remuneration committee chair for Welsh Water and Coventry Building Society, as well as being the senior independent director and deputy chair for the latter. Jo was formerly chair of Switching Services Participant Committee and PayM for Pay.uk as well as a non-executive director of Safestore Holdings plc. Jo is also chair of trustees of the charity Make Some Noise.

Importance of contribution and reasons for re-election: Jo has over 30 years' commercial marketing experience and has extensive listed board experience. Jo chairs the Remuneration Committee and is a member of the Nomination and the Sustainability and Ethics Committees.

Summary curriculum vitae of Daniel Kitchen (Resolution 9)

Daniel Kitchen brings more than 25 years of property and finance experience in both the listed and private markets. After 14 years in corporate finance and M&A with the Investment Bank of Ireland, he was appointed in 1994 as chief finance officer of Green Property plc, an Irish listed property company. In 2003 he left to join Heron International as group finance director and deputy chief executive.

Daniel has previously chaired the Irish Nationwide Building Society, Applegreen plc, Workspace Group PLC and Hibernia REIT plc and was a director of the Irish Takeover Panel. Other than with the Company, Daniel holds no listed non-executive directorship positions.

Importance of contribution and reasons for re-election: Daniel brings a wealth of commercial property, business and board leadership experience to the Company. Daniel is Chair of the Nomination Committee, a member of the Remuneration Committee and an attendee at the Audit Committee. He has also taken on the role of designated Director to engage with employees.

Auditor (Resolutions 10 and 11)

Resolution 10 relates to the reappointment of Ernst & Young LLP as the Company's auditor. Resolution 11 authorises the Audit Committee to determine the remuneration of the Company's auditor.

The Company is required at each annual general meeting at which accounts are presented to appoint an auditor (recommended by the Audit Committee) to hold office until the conclusion of the next such meeting. It is normal practice for shareholders to resolve at the annual general meeting that the Audit Committee decides on the level of remuneration of the auditor for the audit work to be carried out by it in the current financial year. The amount of remuneration paid to the auditor for the financial year ended 31 March 2024 is set out on page 92 of the Company's 2024 Annual Report and Accounts. The amount of remuneration paid to the auditor in the current financial year will be disclosed in the next audited accounts of the Company.

Non-binding advisory vote on the payment of the dividend (Resolution 12)

Resolution 12 relates to the payment of the dividend proposed in the 2024 Annual Report and Accounts.

In accordance with Article 109.1 of the Articles, the Board has authorised the payment of a dividend of €0.0305 per ordinary share in respect of the six months ended 31 March 2024 (2023: €0.0298), which does not under either Guernsey law or the Articles legally require shareholder approval. By tabling a non-binding advisory vote, shareholders are able to express their views on the payment of the dividend, and the Board undertakes to cancel payment of the dividend if Resolution 12 is not passed. Subject to such cancellation, the dividend will be paid on Thursday 25 July 2024 to shareholders on both the UK and South African registers of members at the close of business on Friday 28 June 2024.

Non-binding advisory vote on the Remuneration Policy (Resolution 13)

Resolution 13 is to receive and approve a new Remuneration Policy (the "New Policy").

The New Policy is to replace our current Remuneration Policy which was adopted in 2021. The New Policy sets out the Company's policy with respect to the making of remuneration payments and payments for loss of office to Directors. A summary of the principal changes between the New Policy and the 2021 Policy is set out on pages 106 to 107 and the New Policy is set out on pages 108 to 114 of the accompanying Annual Report and Accounts 2024.

Resolution 13 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 consider the outcome of the vote, and any feedback received from shareholders, and decide whether future amendments to the Policy are required.

4 Sirius Real Estate Limited Notice of Annual General Meeting 2024

Non-binding advisory vote on the implementation report on the Company's Remuneration Policy (Resolution 14)

Resolution 14 is to approve the implementation report on the Company's Remuneration Policy.

This resolution enables shareholders to express their views on the implementation of the Company's Remuneration Policy during the year ended 31 March 2024, which is set out in full on pages 99 to 105 and 114 to 123 of the Annual Report and Accounts under the heading "Annual Report on Remuneration".

Resolution 14 is of an advisory nature only and failure to pass this resolution will therefore not have any legal consequences relating to existing remuneration arrangements. However, the Board will take the outcome of the vote, and any feedback from shareholders, into consideration when considering how it implements the Company's Remuneration Policy going forward, or whether any change in implementation for the current financial year is warranted where possible.

In the event that 25% or more of shareholders vote against either Resolution 13 or Resolution 14, or both, the Company will invite those shareholders who voted against the applicable resolutions to engage with the Company.

Authority for the Company to offer the right to elect to receive ordinary shares instead of the dividend in whole or in part (Resolution 15)

Resolution 15 relates to the issue of a scrip dividend.

The Articles permit the Board, if authorised by an ordinary resolution of the Company, to offer any holders of any particular class of shares the right to elect to receive further shares (whether or not of that class), credited as fully paid, instead of cash in respect of all or part of any dividend (the "scrip dividend alternative or "scrip dividend"). A scrip dividend authority was approved at the annual general meeting of the Company in 2023 and the Directors are seeking to renew this authority at the AGM. The authority contained in this resolution is sought only in respect of dividends relating to the financial year ending 31 March 2025.

A scrip dividend allows shareholders who elect to receive further shares instead of cash under the programme to increase

their shareholding in the Company without incurring dealing or stamp duty costs. It also allows the Company greater flexibility in managing its capital resources by retaining cash within the business. The Board will retain the discretion to decide whether to offer a scrip dividend alternative in respect of each future dividend. It is not the intention of the Board to do so in respect of the dividend of €0.0305 per ordinary share authorised by the Board in respect of the second half of the financial year ended 31 March 2024. The Board has, however, approved the offer of a Dividend Reinvestment Plan, details of which have been announced to shareholders on 3 June 2024.

The Board has decided not to propose a scrip dividend in respect of the six-month period ended 31 March 2024, but wishes to have the flexibility to offer a scrip dividend alternative in future periods.

Authority to issue shares (Resolution 16)

Resolution 16 relates to the Board's authority to issue shares.

At the 2023 annual general meeting, the Directors were given authority to issue ordinary shares in the capital of the Company up to an aggregate amount equal to 781,440,660 ordinary shares, representing approximately two-thirds of the Company's issued ordinary share capital calculated as at 5 June 2023. This authority expires at the conclusion of the Meeting and Resolution 16 seeks to renew that authority as set out below.

Pursuant to Article 8 of the Articles, the Directors may only issue or grant rights over shares if authorised to do so by an ordinary resolution passed by shareholders.

The Investment Association ("IA") guidelines on the Directors' authority to issue shares state that IA members will permit, and treat as routine, resolutions seeking authority to issue shares representing up to one-third of a company's issued share capital (excluding treasury shares). In addition, they will treat as routine a request for authority to issue shares representing up to a further one-third of a company's issued share capital (excluding treasury shares) provided that this additional authority is only used to issue shares for the purpose of a fully pre-emptive offer (including a rights issue or an open offer).

The Board considers it appropriate that the Directors should continue to have this authority to issue shares in the capital of the Company. Accordingly and in accordance with the IA guidelines, Resolution 16, if passed, would authorise the Board to issue new shares or grant rights to subscribe for, or convert any security into, new shares up to an aggregate amount equal to 898,760,246 ordinary shares, representing two-thirds of the Company's issued ordinary share capital (there are no shares held in treasury) as at 28 May 2024 (being the latest practicable date prior to the publication of this document). Of this amount, 449,380,123 ordinary shares can only be issued pursuant to a fully pre-emptive offer and the Board will be limited in its use of its authority in respect of non-pre-emptive issues of shares for cash in the terms set out in Resolutions 17 and 18 as set out below.

Passing Resolution 16 will ensure that the Board continues to have the flexibility to act in the best interests of the Company, when opportunities arise, by issuing new shares. This resolution is considered routine for listed companies in the UK and is within the IA's Share Capital Management Guidelines. The Board is aware, however, that certain overseas institutional investors have a policy of not supporting this authority for the Directors to issue shares, but considers the flexibility afforded by this authority to remain in the best interests of the Company and its shareholders. This authority does not affect the rights of existing shareholders to have a first right to subscribe pro rata for new shares proposed to be issued by a company for cash, the exceptions to which will be governed by Resolutions 17 and 18 (if passed).

Sirius Real Estate Limited Notice of Annual General Meeting 2024

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LETTER FROM THE CHAIRMAN OF THE COMPANY CONTINUED

Sirius Real Estate Limited

Resolutions continued

Authority to issue shares (Resolution 16) continued

The Board believes that it is in the best interests of the Company to renew the authorities including to give it the flexibility to raise funds to capitalise on opportunities to acquire further quality assets funded by the issue of equity, as it did in 2023 by utilising the authorities granted to it by shareholders at the 2023 AGM in order to raise funds to finance asset acquisitions.

Disapplication of pre-emption rights on the issue of shares for cash (Resolutions 17 and 18 - special resolutions)

Resolutions 17 and 18 propose to give the Board and set out the limits to the Board's authority to issue new shares for cash on a non-pre-emptive basis.

Pre-emption rights are rights for existing shareholders to have a first right to subscribe pro rata for new shares proposed to be issued, or shares proposed to be sold from treasury, by a company for cash. Such rights, which appear in the Articles, are aimed at protecting existing shareholders against dilution of their shareholdings. The UK's Listing Rules and the JSE Listings Requirements require the Company to offer any equity shares that the Company proposes to issue for cash and/or any shares held in treasury that the Company proposes to sell for cash first to existing shareholders pro rata to their shareholdings.

In common with most companies listed on London Stock Exchange plc's Main Market and on the JSE's Main Board, the Company wishes to seek a limited disapplication of the pre-emption rights contained in Article 9.2 of the Articles.

Accordingly, the Company is seeking, by Resolutions 17 and 18, a general authority to issue shares (or sell treasury shares) for cash under the authority in Resolution 16 without first offering such ordinary shares pro rata to existing shareholders in accordance with the pre-emption rights set out in Article 9.2 of the Articles, but subject still further to the limitations required in order for it to comply with the UK Pre-Emption Group's Statement of Principles on Disapplying Pre-Emption Rights (the "Statement of Principles"), which was updated and published in November 2022.

The Statement of Principles was aligned with the recommendations made in the UK Secondary Capital Raising Review commissioned by the UK Government. The Statement of Principles recommends that an annual disapplication of pre-emption rights is limited to:

1. the issue, or sale from treasury, of equity securities representing up to an aggregate amount of 10% of a company's issued ordinary share capital (excluding treasury shares) on an unrestricted basis, i.e. whether or not in connection with an acquisition or specified capital investment;
2. the issue, or sale from treasury, of equity securities representing up to an additional 10% of a company's issued ordinary share capital (excluding treasury shares) where such additional 10% is used only in connection with the financing (or refinancing, if the authority is to be used within twelve months after the original transaction) of an acquisition or specified capital investment, which is in either case announced contemporaneously with the issue, or sale from treasury, or which has taken place in the preceding twelve month period and is disclosed in the issue announcement; and
3. a follow-on offer to existing holders of ordinary shares that have not been allocated shares under an issue made under (1) or (2) above in accordance with the Statement of Principles.

Resolution 17 seeks to authorise Directors to issue new ordinary shares or other equity securities pursuant to the authority given in Resolution 16 or sell treasury shares, for cash, up to an aggregate amount equal to 134,814,036 ordinary shares (representing 10% of the total issued ordinary share capital of the Company (there are no shares held in treasury) as at 28 May 2024 (being the latest practicable date prior to the publication of this document)) with a further disapplication for up to 2% of the total issued ordinary share capital of the Company to be used as a follow-on offer in accordance with the Statement of Principles, without the shares first being offered to existing shareholders in proportion to their existing equity holdings.

Resolution 18 is to authorise the Directors to issue new ordinary shares or other equity securities pursuant to the authority given in Resolution 16 or sell treasury shares, for cash, up to an aggregate amount equal to 134,814,036 ordinary shares (representing 10% of the total issued ordinary share capital of the Company (there are no shares held in treasury) as at 28 May 2024 (being the latest practicable date prior to the publication of this document)) with a further disapplication for up to 2% of the total issued ordinary share capital of the Company to be used as a follow-on offer in accordance with the Statement of Principles, without the shares first being offered to existing shareholders in proportion to their existing holdings. Such authority shall be in addition to the authority in Resolution 17. However, the additional authority in Resolution 18 is to be used only in connection with financing, or refinancing (if the authority is used within twelve months after the original transaction) an acquisition or specified capital investment (of a kind contemplated by the Statement of Principles) which is announced contemporaneously with the issue or which has taken place in the preceding twelve month period and is disclosed in the announcement of the issue.

6 Sirius Real Estate Limited Notice of Annual General Meeting 2024

The proposed disapplication of pre-emption rights also complies with the IA's Share Capital Management Guidelines.

The JSE Listings Requirements currently impose, inter alia, the following limitations in respect of a general issue of shares for cash:

• the shares which are the subject of the issue for cash must be of a class already in issue, or, where this is not the case, must be limited to such shares or rights that are convertible into a class already in issue;
• any such issue may only be made to public shareholders as defined by the JSE Listings Requirements and not to related parties, save therefore that related parties may participate in a general issue for cash through a bookbuild process provided that: (i) related parties may only participate with a maximum bid price at which they are prepared to take up shares or at the book close price. In the event of a maximum bid price and the book closes at a higher price, the relevant related party will be "out of the book" and not be allocated shares; and (ii) shares must be allocated equitably "in the book" through the bookbuild process and the measures to be applied must be disclosed in the Stock Exchange News Service ("SENS") announcement launching the bookbuild;
• the number of shares issued for cash thereunder shall not, in aggregate, exceed 30% of the number of the Company's issued shares of that class as at 28 May 2024, being the latest practicable date before the publication of this document (it should be noted that the Company is seeking a general authority to issue shares (or sell treasury shares) for cash on a non-pre-emptive basis in an aggregate amount equal to up to 24% of its current issued ordinary shares (excluding treasury shares) as at 28 May 2024 (such 24% representing 323,553,688 ordinary shares), not the maximum percentage allowed by the JSE);
• the maximum discount permitted is 10% of the weighted average traded price on the JSE of the Company's shares over the
  30 business days prior to the date that the price of the issue is agreed between the Company and the party subscribing for the shares ("30-day VWAP");
• in the event that the shares issued under these authorities represent, on a cumulative basis, 5% or more of the number of shares in issue prior to that issue, an announcement containing the full details of such issue shall be published on SENS; and
• the authority must be approved by a 75% majority of votes cast in person or by proxy at the AGM.

In light of the Board's stated intention to grow the Company, the Directors consider the general authority requested to be appropriate to enable them to take advantage of future opportunities in the most commercially appropriate and flexible manner and in line with the guidelines referred to in this document.

As at 28 May 2024, being the latest practicable date before the publication of this document, the Company held no ordinary shares in treasury.

The Board believes that it is in the best interests of the Company to renew the authorities, including to give it the flexibility to raise funds to capitalise on opportunities to acquire further quality assets by the issue of equity, as it did in 2023 by utilising the authorities granted to it by shareholders at the 2023 AGM in order to raise funds to finance asset acquisitions.

If granted, the authorities sought in Resolutions 17 and 18 will expire at the end of the next annual general meeting of the Company or, if earlier, at the close of business on 1 October 2025.

Employees' Share Incentive Plan (Resolution 19 - special resolution)

Resolution 19 seeks approval for the establishment of a new employees' share scheme to be called the Sirius Real Estate 2024 Employee Share Incentive Plan, (the "Sirius ESIP" OR "ESIP"), a sister plan called Sirius International Employee Share Incentive Plan (the "International ESIP" or "IESIP") (together the "Plans") and the establishment of an employee benefit trust to be called the Sirius Real Estate Share Incentive Plan Trust ("ESIP Trust"). The Sirius ESIP will be the Company's new employee share incentive arrangement offered to all employees of the Sirius Real Estate Limited group of companies. The International ESIP will be offered to

non-UK employees.

It is intended that once the ESIP Trust has been formally constituted, invitations be issued to all eligible employees to participate in partnership, matching and dividend shares under the Plans on the terms of a partnership share agreement. It is also proposed that dividends paid on shares under the Plans should be reinvested in dividend shares under the Plans.

The Board is proposing that invitations be issued to receive awards of ordinary shares of no par value in the Company ("Shares"). The aggregate number of Shares to be issued to satisfy awards under the Plans would be 20 million shares and would not exceed the 10% in ten years limit under the Investment Association principles of remuneration. The Board has confirmed that the Company and the ESIP Trust meet the requirements of Schedule 2 of the Income Tax (Earnings and Pensions) Act 2003. The International ESIP will be a non-tax advantaged plan. The establishment and operation of the Plans will provide eligible employees with a further incentive to advance the Company's interests and promote the alignment of interests between such employees and the shareholders of the Company.

A summary of the principal terms of the Plans are set out in Appendix 1. The rules of the Plans along with the ESIP Trust Deed will be available for inspection by shareholders during normal business hours at the offices of PSG Capital Proprietary Limited (Suite 1105, 11th Floor, Sandton Eye Building, 126 West Street, Sandton 2196 South Africa and 1st Floor, Ou Kollege Building, 35 Kerk Street, Stellenbosch 7600, South Africa) and at the Company's office (Elizabeth House, Les Ruettes Brayes, St Peter Port, Guernsey GY1 1EW) from the date of issue of this notice until the date of the AGM.

Sirius Real Estate Limited Notice of Annual General Meeting 2024

7

LETTER FROM THE CHAIRMAN OF THE COMPANY CONTINUED

Sirius Real Estate Limited

Resolutions continued

Authority for the Company to purchase its own shares (Resolution 20 - special resolution)

Resolution 20 is to allow the Company to buy back up its own ordinary shares.

This authority is restricted to 134,814,036 ordinary shares, being 10% of the Company's issued share capital as at 28 May 2024, being the latest practicable date before the publication of this document. The resolution specifies the maximum and minimum prices at which they may be bought, exclusive of expenses.

The authority will expire at the conclusion of the 2025 annual general meeting or, if earlier, on 1 October 2025. The Board intends to seek renewal of this authority at subsequent annual general meetings in accordance with best practice.

The JSE Listings Requirements also require that market buybacks of ordinary shares are approved by shareholders and contain certain additional restrictions on market buybacks.

The Board has no current intention of exercising this authority and the granting of this authority should not be taken to imply that any ordinary shares will be purchased. No purchase of ordinary shares will be made unless the Board considers it to be in the best interests of all shareholders and would result in an increase in asset value per share.

Under The Companies (Guernsey) Law, 2008, as amended, the Company is allowed to hold its own shares in treasury following a buyback and is not obligated to cancel those shares. This gives the Company the ability to sell or transfer treasury shares quickly and cost effectively and provides the Company with additional flexibility in the management of its capital base. Such shares may be resold for cash but all rights attaching to them, including voting rights and any right to receive dividends, are suspended whilst they are held as treasury shares. If the Board exercises the authority conferred by Resolution 20, the Company will have the option of either holding the shares in treasury, cancelling the shares, selling the shares or transferring the shares to an employee share scheme and the Board will decide at the time of purchase which option to pursue. To the extent any shares are subsequently sold or transferred from treasury, they will in any event form part of the shares counted towards the restrictions set out in the UK Pre-Emption Group's Statement of Principles with which the Company is intending to comply as described more fully in relation

to Resolutions 17 and 18.

The total number of outstanding options to subscribe for ordinary shares in the Company amounted to 17,034,406 on 28 May 2024 (the latest practicable date prior to publication of this document). All of these outstanding options relate to nil-cost options granted in respect of employee share schemes. This represented approximately 1.26% of the Company's issued ordinary share capital (excluding treasury shares) on that date. If the Company were to purchase the maximum number of ordinary shares permitted by this resolution, those options would represent 1.40% of the Company's issued ordinary share capital (excluding treasury shares) on that date.

Action to be taken

UK shareholders

You will receive instructions to enable you to vote electronically and how to register to do so rather than receiving proxy cards by post. You will still be able to vote in person at the AGM and may request a hard copy proxy directly from the Company's registrar, Link Group, if you are unable to vote electronically using the below contact information. Alternatively, you may submit your appointment of proxy online at www.signalshares.com by following the on-screen instructions, by downloading the LinkVote+ app on Google Play or the Apple App Store 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 AGM and the CREST Manual on the Euroclear website (www.euroclear.com). To vote online, you will need your investor code ("IVC") which is detailed on your share certificate or available by calling the Company's registrar, Link Group, on 0371 664 0300 (calls are charged at the standard geographic rate and will vary by provider)

or from overseas on [phone] (calls outside the United Kingdom will be charged at the applicable international rate). Lines are open between 9am and 5.30pm (UK time) (10am and 6.30pm SAST), Monday to Friday excluding public holidays in England and Wales.

Link Group, the Company's registrar, has launched a shareholder app: LinkVote+. It's free to download and use and gives shareholders the ability to access their shareholding record at any time and allows users to submit a proxy appointment quickly and easily online rather than through the post. The app is available to download on both the Apple App Store and Google Play, or by scanning the relevant QR code below.

Apple App Store

Google Play

8 Sirius Real Estate Limited Notice of Annual General Meeting 2024

If you are an institutional investor, you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the registrar. For further information regarding Proxymity, please go to www. proxymity.io. Your proxy must be lodged by 10am (UK time) (11am SAST) on 26 June 2024 in order to be considered valid or, if the Meeting is adjourned, by the time which is 48 hours before the time of the adjourned meeting. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.

In the case of shareholders who trade their ordinary shares on the Main Market of the London Stock Exchange and are registered on the United Kingdom part of the register of shareholders, 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 Group (the trading name of Link Market Services Limited) at Central Square, 29 Wellington Street, Leeds LS1 4DL, so as to be received by no later than 10am (UK time) (11am SAST) on Wednesday 26 June 2024. In order to be valid, any electronic appointment of a proxy via www.signalshares.com or LinkVote+ must also be received by Link Group by no later than 10am (UK time) (11am SAST) on Wednesday 26 June 2024.

SA shareholders

Certificated shareholders and own-name dematerialised shareholders are entitled to attend the AGM in person or complete, sign and return a Form of Proxy should they not intend to be present at the AGM.

In the case of certificated shareholders and own-name registered dematerialised shareholders on the SA Share 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 (Private Bag X9000 Saxonwold 2132, South Africa) (or by email to [e-mail]) to be received as soon as possible and by no later than 10am (UK time) (11am SAST) on Wednesday 26 June 2024.

Dematerialised shareholders on the SA Share Register, other than own-name registered dematerialised shareholders, who wish to attend the AGM in person will need to request their CSDP or broker to provide them with the necessary letter of representation in terms of the custody agreement entered into between such shareholder and their CSDP or broker. Dematerialised shareholders, other than own-name registered dematerialised shareholders, who are unable to attend the AGM and who wish to be represented at the AGM must provide their CSDP or broker with their voting instructions in terms of the custody agreement entered into between such shareholder and their CSDP or broker in the manner and time stipulated therein.

General

If the Form of Proxy is not returned by the relevant deadline, your vote will not count unless you are entitled to attend and vote at the AGM 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 AGM or any adjournment thereof, if you so wish and are so entitled.

Recommendation

The Board considers 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,

Daniel Kitchen

Chairman

Sirius Real Estate Limited Notice of Annual General Meeting 2024

9

NOTICE OF ANNUAL GENERAL MEETING

Sirius Real Estate Limited

(Registered in Guernsey No: 46442)

NOTICE IS HEREBY GIVEN that the 2024 Annual General Meeting ("AGM" or the "Meeting") of Sirius Real Estate Limited (the "Company") will be held at 33 St James's Square, London SW1Y 4JS, on Friday 28 June 2024 at 10am (UK time) (11am SAST) for the following purposes:

Resolutions

Shareholders will be asked to consider and, if thought fit, to pass the resolutions below. Resolutions 1 to 16 will be proposed as ordinary resolutions and Resolutions 17 to 20 will be proposed as special resolutions.

An ordinary resolution must receive more than half of the votes cast in person or by proxy in favour to be passed. Special resolutions require at least three-quarters of the votes cast in person or by proxy in favour to be passed.

Ordinary resolutions

1. To receive the reports of the Directors of the Company (the "Directors") and the audited accounts of the Company for the year ended 31 March 2024 together with the report of the statutory auditor of the Company (the "Auditor") on those audited accounts.
2. To re-elect Chris Bowman, Chief Financial Officer, as a Director of the Company.
3. To re-elect Caroline Britton, Senior Independent Non-Executive Director, as a Director of the Company.
4. To re-elect Mark Cherry, Independent Non-Executive Director, as a Director of the Company.
5. To re-elect Kelly Cleveland, Independent Non-Executive Director, as a Director of the Company.
6. To re-elect Andrew Coombs, Chief Executive Officer, as a Director of the Company.
7. To elect Deborah Davis as a Independent Non-Executive Director of the Company.
8. To re-elect Joanne Kenrick, Independent Non-Executive Director, as a Director of the Company.
9. To re-elect Daniel Kitchen, Independent Non-Executive Chairman, as a Director of the Company.
10. To reappoint Ernst & Young LLP as statutory Auditor to hold office from the conclusion of this Meeting until the conclusion of the next annual general meeting at which accounts are laid before the Meeting.
11. To authorise the Audit Committee to fix the remuneration of the Auditor.
12. To approve the payment of an authorised dividend of €0.0305 per ordinary share in respect of the six months ended 31 March 2024 (a non-binding endorsement).
13. To receive and approve the Company's remuneration policy (the "Remuneration Policy") set out on pages 106 to 114 of the Annual Report and Accounts for the financial year ended 31 March 2024 (the "Annual Report and Accounts"), which takes effect immediately after the end of the Meeting (a non-binding endorsement) and applies for three years or until replaced by a new or amended policy.
14. To receive and approve the implementation report on the Company's Remuneration Policy set out under the heading "Annual report on remuneration" on pages 99 to 105 and 114 to 123 of the Annual Report and Accounts (a non-binding endorsement).
15. THAT the Board of Directors of the Company (the "Board") be and is hereby authorised, subject to the provisions set out in Article 111 of the Company's Articles of Incorporation (as from time to time varied) (the "Articles") and to such terms and conditions as the Board may determine, to offer to any holders of ordinary shares the right to elect to receive ordinary shares (credited as fully paid) instead of the whole (or some part, to be determined by the Board) of any dividend declared in respect of all or part of the financial year of the Company ending in 2025.
16. THAT, in substitution for all subsisting authorities to the extent unused, the Board be and is hereby authorised generally and unconditionally to issue shares in the Company and grant rights to subscribe for or to convert any security into shares in the Company as follows:
17. 1. up to an aggregate number equal to 449,380,123 ordinary shares; and

(b) up to an aggregate number equal to 449,380,123 ordinary shares in the form of equity securities (as defined in Article 9.1(a) of the Articles) in connection with a fully pre-emptive offer (including a rights issue or an open offer), open for acceptance for a period fixed by the Directors, to holders of ordinary shares (other than the Company) on the register on any record date fixed by the Directors in proportion (as nearly as practicable) to the respective number of ordinary shares deemed to be held by them, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, legal or practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange or any other matter whatsoever.

The authority conferred on the Board under this Resolution 16 shall expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution or on 1 October 2025, whichever is the earlier, unless it has been renewed, varied or revoked by the Company in general meeting prior to such time but, in each case, prior to its expiry the Company may during the relevant period make any offer or agreement which would or might require shares to be issued or rights to subscribe for or convert securities into shares to be granted after the authority ends, and the Directors may issue shares or grant such rights in pursuance of such offer or agreement as if the authority had not ended.

10 Sirius Real Estate Limited Notice of Annual General Meeting 2024