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 2023 ANNUAL GENERAL MEETING AND A LETTER FROM YOUR CHAIRMAN ON THE BUSINESS TO BE CONDUCTED AT THAT MEETING, WHICH IS TO BE HELD ON MONDAY 10 JULY 2023 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 Thursday 6 July 2023.

UK shareholders will not receive a Form of Proxy for the 2023 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, 10th Floor, 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 Thursday 6 July 2023. 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.

2 Sirius Real Estate Limited Notice of Annual General Meeting 2023

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
Alistair Marks (Executive Director, Chief Investment Officer and interim 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)	13 June 2023
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 2023 Annual General Meeting ("AGM" or the "Meeting") of the Company will be held at 10am (UK time) (11am SAST) on Monday 10 July 2023 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 19 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 2023 (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)

Resolution 2 proposes the election of Chris Bowman as an Executive Director of the Company. Resolutions 3 to 9 propose the re-election of all of the Directors, save for Alistair Marks.

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 Alistair Marks, they shall all offer themselves for re-election 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 that we have three female Directors, representing 37.5% of the Board.

The Board is proposing the election of Chris Bowman as an Executive Director. The Board announced Chris' appointment to the Board on 27 March 2023 and subject to election by the shareholders, Chris' commencement date is on 29 August 2023. All of the Directors, other than Alistair Marks, are standing for re-election. Upon Chris' arrival, Alistair, Sirius' interim Chief Financial Officer ("CFO"), will resume his focus fully on his role as Chief Investment Officer ("CIO"), a role which he has held since January 2021. Alistair will also step down from the Board at the AGM, remaining as CIO to lead the Company's investment strategy across Germany and the UK. I would like to thank Alistair for stepping in as interim CFO and for his significant contributions to the Board over the past few years.

Sirius Real Estate Limited Notice of Annual General Meeting 2023	3

Biographical details of Chris Bowman and each of the Directors standing for re-election can be found on pages 86 and 87 of the Company's 2023 Annual Report and Accounts and a summary curriculum vitae for each candidate 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.

The Board considered the term of office of James Peggie, who completed his tenth year in office in November 2022, and agreed that James continues to be independent in character and judgement, in light of his personal contribution to Board debates and his regular challenge of the Executive Directors. The Board nevertheless agreed to implement a succession plan to ensure a smooth transition of experience and expertise and appointed Caroline Britton as Senior Independent Director and appointed Joanne Kenrick as Chair of the Remuneration Committee. The implementation of the succession plan and the transition continues.

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.

Reason for election: Chris Bowman is being proposed for election, having been appointed by the Board, as announced on 27 March 2023, with a commencement date of 29 August 2023.

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 is currently 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 investment at The British Land Company plc, the FTSE 100 REIT, where she has worked for more than ten 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.

4 Sirius Real Estate Limited Notice of Annual General Meeting 2023

LETTER FROM THE CHAIRMAN OF THE COMPANY CONTINUED

Sirius Real Estate Limited

Resolutions continued

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 Joanne Kenrick (Resolution 7)

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 chairs Switching Services Participant Committee and PayM for Pay.uk. She was formerly a non-executive director of Safestore Holdings plc and 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 8)

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.

Summary curriculum vitae of James Peggie (Resolution 9)

James Peggie is a director and general counsel of the Principle Capital group, a private investment business he co-founded in 2004. He is a qualified solicitor and previously was head of legal and corporate affairs at the Active Value group. Before that he worked in the corporate finance division of law firm Sinclair Roche & Temperley, prior to its merger with Stephenson Harwood. Other than with the Company James holds no listed non-executive directorship positions.

Importance of contribution and reasons for re-election: James has over 25 years' experience in corporate finance and M&A, as well as the securities markets and wealth management. He has extensive experience as a director of his group's private investments, many of which have been in the real estate sector. He was a non-executive director of Liberty plc, owner of the eponymous store in London, from 2006 to 2010 and has previously been responsible for the operations of three listed investment companies. James has served as both the Senior Independent Director as well as the Chairman of the Remuneration Committee, both of which he relinquished at the end of the 2022 AGM and he will, subject to re-election, remain on the Board to ensure a smooth transition and to transfer relevant knowledge and experience.

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 2023 is set out on page 102 of the Company's 2023 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.

Sirius Real Estate Limited Notice of Annual General Meeting 2023	5

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

Resolution 12 relates to the payment of the dividend proposed in the 2023 Annual Report and Accounts.

In accordance with Article 110.1 of the Articles, the Board has authorised the payment of a dividend of €0.0298 per ordinary share in respect of the six months ended 31 March 2023 (2022: €0.0237), 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 17 August 2023 to shareholders on both the UK and South African registers of members at the close of business on Friday 14 July 2023.

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

Resolution 13 is to receive and approve the Company's Remuneration Policy (the "Policy").

The Policy was approved by shareholders at the 2021 AGM and remains unchanged since that meeting. However, it is required to be voted on annually by shareholders in accordance with the JSE Listings Requirements. The Policy sets out the Company's policy with respect to the making of remuneration payments and payments for loss of office to Directors. It is set out on pages 116 to 121 of the accompanying 2023 Annual Report and Accounts.

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.

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 2023, which is set out in full on pages 109 to 115 and 122 to 133 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, the Company will invite those shareholders who voted against the applicable resolution 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"). A scrip dividend authority was approved at the annual general meeting of the Company in 2022 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 2024.

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 €0.0298 per ordinary share authorised by the Board in respect of the second half of the financial year ended 31 March 2023. The Board has decided not to propose a scrip dividend in respect of this period as a result of the Company's current share price and the dilutive effect on existing holdings of a scrip issue at that price. Further details of the cash-only dividend for the six months ended 31 March 2023 were announced by the Board on 5 June 2023.

Authority to issue shares (Resolution 16)

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

At the 2022 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 2022. 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.