PRE-LISTING ANNOUNCEMENT, RESULTS OF PRIVATE PLACEMENT AND SECONDARY LISTING OF SIRIUS ON THE ALTERNATIVE EXCHANGE ( ALTX ) OF THE JSE LIMITED ( JSE )

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1 SIRIUS REAL ESTATE LIMITED (Incorporated in Guernsey) Company Number: Share Code: SRE ISIN Code: ISIN GG00B1W3VF54 ( Sirius or the Company ) PRE-LISTING ANNOUNCEMENT, RESULTS OF PRIVATE PLACEMENT AND SECONDARY LISTING OF SIRIUS ON THE ALTERNATIVE EXCHANGE ( ALTX ) OF THE JSE LIMITED ( JSE ) 1. INTRODUCTION Sirius is a leading operator and owner of multi-tenant, mixeduse, branded business parks, providing conventional and flexible workspace to the German property market. Sirius owns and operates properties that are spread throughout Germany and over the years has created a market-leading nationwide operating platform to manage its property portfolio. Sirius has its primary listing on the AIM Market of the London Stock Exchange Plc ( AIM ). Sirius s ordinary shares were admitted to trading on AIM on 4 May AIM is considered to be an accredited exchange as defined in the Listings Requirements of the JSE. Sirius is not listed on any other exchange. The JSE has granted approval to Sirius for a secondary listing, by way of the fast-track listing process, of all its issued ordinary shares, being 632,257,837 ordinary shares, on the AltX of the JSE in the Real Estate Holding & Development sector, under the abbreviated name Sirius, share code SRE and ISIN code GG00B1W3VF54, with effect from the commencement of trading on Friday, 5 December 2014 ( Listing Date ). In conjunction with the secondary listing of Sirius on the AltX ( Listing ), Sirius has raised 40 million by private placement of 105,263,158 ordinary shares ( Private Placement Shares ) at an issue price of 0.38 cents per share ( Private Placement ), in both South Africa and the United Kingdom. Sirius will have an anticipated market capitalisation of approximately 238 million on the Listing Date, subsequent to the issue of the Private Placement Shares. 2. OVERVIEW OF SIRIUS

2 After its initial public offering on AIM in 2007, with approximately 300 million of funds raised, the Company acquired 38 business parks in 2007 and The majority of these acquisitions were initially financed with five year banking facilities all of which expired in 2012 and 2013 and have subsequently been refinanced. Sirius has invested in its business parks through branding, changing use, reconfiguring and upgrading space, in particular to appeal to the German SME market, whilst retaining its key larger tenants. Sirius was initially managed by an external vehicle owned by Sirius s founders and in January 2012 the management platform was purchased by the Company and brought in-house thereby aligning the interests of management with shareholders. After the management internalisation, Sirius undertook a capital restructuring, including refinancing its banking arrangements. This involved (between 2012 and 2014) entering into new banking facilities, disposing of 8 business parks and a number of land packages as well as conducting two equity placements which raised in aggregate 46.5 million. Consequently, the Sirius group s ( Group ) loan to value was reduced from 65% in March 2013 to 48% as at 30 September As at the same date, the new banking facilities had an average term remaining of 4.8 years. Today Sirius owns 30 business parks throughout Germany with a combined book value of 459 million, of which one has been notarised for sale and two other non-core sites remain for sale. The Company has an adjusted net asset value, which excludes the provision for deferred tax and derivative financial instruments, of 247 million or cents per share, a market capitalisation (at its closing price as at close of business on 27 November 2014) of approximately 198 million (representing a 19.8% discount to adjusted net asset value) and is now generating funds from operations ( FFO ) of approximately 12.4 million per year (annualised for the 12 months ended 30 September 2014). The above excludes the proceeds and the effects of the Private Placement. 3. PROPERTY PORTFOLIO

3 Sirius has a diversified property portfolio with approximately one million square metres ( sqm ) of lettable space. The portfolio is currently valued by Cushman & Wakefield at million and has a book value of 459 million after director write-downs and adjustment for rent-free provision accounting. The current annual rental and ancillary income generated from the full portfolio is approximately 43 million, which translates to approximately 36 million net operating income, after irrecoverable service charge costs and landlord maintenance costs are subtracted. The core portfolio is valued with a net yield of 8.1% (based on rental income less service charge, irrecoverable costs and landlord maintenance, divided by valuation). The current vacancy of the core portfolio is 20%, of which approximately 3% is structural vacancy, 9% is space which requires investment before it can be let and 8% is the running void of space which is ready to let. A summary of the key statistics of the current portfolio as at 30 September 2014 are as follows: Business Parks 30 Property Value 459.0m Net Lettable Area sqm 1.0m Annual Rent (excluding ancillary income) 42.2m Average Rate m² 4.53 Occupancy 76% Occupancy of core portfolio^ 80% ^ Excludes three non-core sites that will be disposed of in due course. The usage split by revenue of the current portfolio as at 30 September 2014 is as follows: Office 30% Industrial/Storage 55% Other 15% The current split of Sirius s rental income between the top 50 tenants and the flexible high-yielding tenants, as at 30 September 2014, is as follows: No. of Tenants Occupied sqm Annual Rent % Total Annual Rent Rate Per sqm Top 50 Tenants ,245 25,595,217 61% 4.47 SmartSpace Tenants ,615 2,498,157 6% 6.01

4 Other Tenants 1, ,230 14,060,747 33% 4.43 Total 2, ,091 42,154, % 4.53 The current split of income between usage, as at 30 September 2014, is as follows: Total % Occupi Rate Availa Occupa Annual Total ed Sq Per Sq ble Sq ncy % Rent Annual Mt Mt Mt Rent 221,15 169,52 11,31 Office Storage/Produ ction 8 635, % 496, % SmartSpace 69,317 34, % Other 92,634 75, % Non Occupancy Related ,018, 776,09 Total % 1,145 27% ,24 1,204 53% ,498,157 6% ,338,899 10% ,764,716 4% - 42,15 4, % ACQUISITION PORTFOLIO The funds raised in the Private Placement will be used to fund, in part, the acquisition of a 5 asset portfolio comprised of mixed use business parks for a total acquisition cost of 75.6 million, in respect of 4 of which agreements have been reached, due diligence successfully completed but which agreements are subject to outstanding conditions precedent and formal completion and in respect of the fifth property, negotiations are ongoing ( Acquisition Portfolio ). A term sheet with the Company s existing bankers relating to a new debt facility of 36.0 million for 5 years at an initial all-in fixed interest rate of less than 3% has been secured to fund the Acquisition Portfolio alongside the Private Placement proceeds. 5. FINANCIAL EFFECTS OF THE PRIVATE PLACEMENT AND THE ACQUISITION OF THE ACQUISITION PORTFOLIO

5 The Acquisition Portfolio has a current net initial yield of 8.1% (based on the total purchase price plus costs other than financing costs), a vacancy of approximately 17.1%, a cash on cash yield of 12.9%, a current recurring rental income of 6.8 million, a recurring net operating income of 6.1 million per annum and a weighted average lease length remaining (WALE) of 3.9 years. The acquisition is expected to be immediately 16.4% accretive to earnings and dividends per share and only 1.5% dilutive to adjusted net asset value per share after factoring in the uplift from the Cushman & Wakefield valuation of the Acquisition Portfolio over its total cost of acquisition. The Acquisition Portfolio has a total lettable area of 111,476 sqm. Three of the properties in the Acquisition Portfolio are located on the outskirts of Berlin, one is in Bonn adjacent to an existing Sirius site and one is located in a new location for Sirius in Aachen near the Dutch and Belgian border. The directors believe that there is potential for significant value creation in the Acquisition Portfolio over the next few years. 6. ASSET MANAGEMENT The Sirius asset management capabilities have taken many years to develop and are now one of the key assets of the business, providing Sirius with a competitive advantage over its competitors. Sirius directs its focus towards multi-tenant, mixed-use properties which most others in Germany struggle to manage effectively. The key element is the fact that most of its property management responsibilities are performed internally by Group employees with very little reliance on external suppliers. This is necessary due to the high level of detailed, management intensive functions required to manage this asset class effectively. The Group s asset management platform includes 165 employees and focuses on the following: Marketing and multi-letting up vacant space as well as newly created space and renewing existing tenants at higher rental rates undertaken by a dedicated lettings, renewals and marketing team; Lease creation, debt collection and all legal issues undertaken by legal & debt collection teams; Comprehensive financial reporting internal reporting as well as statutory and bank reporting undertaken by the finance team;

6 Effective service charge recovery where the percentage recovery of costs is higher than the occupancy rate undertaken by a dedicated service charge team in conjunction with the finance team; Facility & utilities management including the control of supply & purchasing, metering, allocation and recovery undertaken by on-site operations and regional operations managers; Sourcing appropriate properties off-market or through intermediaries fitting all necessary criteria undertaken by a dedicated acquisitions team; and Creating and building innovative workspace solutions within the acquired business parks to cater for local demand undertaken by a dedicated development & marketing team. 7. BANK FACILITIES Sirius and its subsidiaries ( the Group ) have entered into four bank facilities totalling 222 million and a convertible bond with a face value of 5 million. The bank facilities expire between January 2017 and July 2023 and have an average unexpired term of 4.8 years. The average cost of debt is currently approximately 4.6%. The first facilities due for renewal are two with Macquarie Bank (due for renewal in January 2017), which currently total 57 million, and which the Company believes can be refinanced on better terms which if achieved will reduce the average cost of debt of the Group. 8. DIVIDEND POLICY The Company has adopted a policy of paying 65% of FFO in each financial year as a cash dividend with a scrip alternative. The dividend is paid on a semi-annual basis. The dividend declared for the six months ending 30 September 2014 was 0.77 cents per share. 9. PROSPECTS Following the completion of the internalisation of Sirius s management and capital restructuring, optimisation of its portfolio and further advances to its operating platform, the opportunities for income generation and value enhancement are compelling.

7 Sirius is firmly established as one of the leading operators of business parks in Germany, with strong support from equity and debt funders even with the backdrop of difficult European real estate markets brought about by the global financial crisis, the European sovereign debt crisis and resultant economic and funding constraints. Given the success Sirius has had in funding its business, strengthening its capital structure and reducing its cost of capital, the Sirius board of directors believe in its ability to fund future growth, both organic and acquisitive. Listing on the AltX should further enhance this. The Company has historically been well supported by South African investors while equity and debt funding conditions have been difficult in Europe and it is expected that this support will be enhanced with its AltX listing. Considering the progress that the Company has made over the last 5 years and the significant growth opportunities available to it, the future prospects of the Company are encouraging. 10. RATIONALE FOR THE SECONDARY LISTING ON THE ALTX The rationale for the secondary listing on the AltX is to: - raise capital to fund, in part, the acquisition of the Acquisition Portfolio alongside the new debt facility; - increase the liquidity and tradability in the Company s shares; - give existing and new South African investors an opportunity to participate in the Company s income and value generation potential; - provide South African investors with an additional local platform to invest and trade in the Company s shares; and - further diversify the Company s shareholder base. 11. RESULTS OF PRIVATE PLACEMENT

8 In terms of the Private Placement that closed on 26 November 2014, Sirius successfully placed a total of 105,263,158 ordinary shares, representing 20% of the Company s current issued share capital (excluding treasury shares), of which 90,008,658 Private Placement Shares were placed on the South African register and the balance onto the United Kingdom register at an issue price of 0.38 cents per share, for an aggregate subscription amount of 40 million. All ordinary shares will be eligible for trading on both AIM and AltX provided they are on the UK or South African register respectively at the time of trading. All ordinary shares are fully fungible and may therefore be moved from one register to the other for purposes of trading, save for any exchange control restrictions that may be applicable. The Company received applications for a total subscription amount of 71.9 million and the board is pleased that the Private Placement was well oversubscribed. Successful applicants will be notified of their allocations on Monday, 1 December SECONDARY LISTING ON THE ALTX OF THE JSE The financial surveillance department of the South African Reserve Bank has approved both the secondary listing of Sirius and the Private Placement. The JSE has granted Sirius a secondary listing, by way of the fast-track listing process, of all its issued ordinary shares on the AltX of the JSE in the Real Estate Holding & Development sector, under the abbreviated name Sirius, share code SRE and ISIN code GG00B1W3VF54 with effect from the commencement of trade on the Listing Date. 13. COMPANY INFORMATION The Company was incorporated under the Companies (Guernsey) Law 1994, as amended, under number on 20 February 2007, with its registered address situated at PO Box 119, Martello Court, Admiral Park, St Peter Port, Guernsey GY1 3HB, Channel Islands. The Company is not registered as an external company in South Africa. Following its management internalisation and corporate restructuring, Sirius confirmed with the Guernsey Financial Services Commission ( GFSC ) that it no longer required registration as an authorised collective investment scheme. At the Company s request the GFSC withdrew its registration with effect from 17 June The Company has its financial year-end at 31 March.

9 The Company has appointed Computershare Investor Services Proprietary Limited (Registration Number 2004/003647/07) as its transfer secretaries in South Africa with its main place of business at Ground Floor, 70 Marshall Street, Johannesburg, The Company has appointed Capita Asset Services (a trading name of Capita Registrars Limited) (Registration Number ) as its Registrar in the United Kingdom with its main place of business at The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, United Kingdom. 14. SHARE CAPITAL The authorised and issued share capital of Sirius prior to the Private Placement is as set out in the table below: Authorised share capital Number of shares Ordinary shares of no par value Unlimited Issued and fully paid Issued ordinary shares 522,012,895 Issued ordinary shares held in treasury 4,981, ,994,679 The authorised and issued share capital of Sirius on Listing Date, after the issue of the Private Placement Shares will be as set out in the table below: Authorised share capital Number of shares Ordinary shares of no par Unlimited Issued and fully paid Issued ordinary shares 627,276,053

10 Issued ordinary shares held in treasury 4,981, ,257,837 On the Listing Date all shares in issue, including those issued in the Private Placement, shall rank pari passu with each other in all respects, including in respect of voting rights, dividends and other distributions declared after the Listing Date and none will have any restrictions in relation to transferability. The Private Placement Shares will not be eligible to receive the dividend or participate in the scrip dividend alternative in relation to the interim dividend declared in respect of the six months ending 30 September FINANCIAL INFORMATION All relevant historical financial information of the Company is available on the Company s website ( /investor-relations/financial-information/). Set out below are the basic, diluted, adjusted and headline earnings (as defined in terms of The South African Institute of Chartered Accountants Circular 2/2013) per share of Sirius for the six months ended 30 September 2014 and the twelve months ended 31 March 2014: (Unaudited) six months ended 30 September (Unaudited) six months ended 30 September (Audited) twelve months ended 31 March Earnings Basic earnings 12,637 10,283 28,927 Diluted earnings 12,762 10,283 29,184 Headline Basic earnings 12,637 10,283 28,927 Add back revaluation surplus, net of related tax (9,212) (4,679) (21,171) Add back (gain)/loss on sale of properties (1,084) 336 1,687 Headline earnings 2,341 5,940 9,443 Add back change in fair value of derivative financial instruments 2,567 (81) 128

11 Add back non-recurring items (49) 852 1,235 Adjusted earnings 4,859 6,711 10,806 Number of shares Weighted average number of ordinary shares for the purpose of basic earnings per share 520,244, ,708, ,758,526 Weighted average number of ordinary shares for the purpose of diluted earnings per share 541,077, ,542, ,591,859 Weighted average number of ordinary shares for the purpose of headline and adjusted earnings per share 520,244, ,708, ,758,526 Basic earnings per share 2.43c 3.13c 7.31c Diluted earnings per share 2.36c 2.98c 7.01c Headline earnings per share 0.45c 1.81c 2.39c Diluted headline earnings per share 0.46c 1.74c 2.30c Adjusted earnings per share 0.93c 2.04c 2.73c The number of shares has been adjusted for the 4,919,284 shares held by the Company as Treasury Shares. In addition to costs for the migration of the Company s tax domicile from Guernsey to the UK ( 124k), land tax charges for prior years ( 88k) and fees associated with refinancing ( 14k), the non-recurring items include costs for shares issued under the long-term incentive scheme ( 227k) and interest income received from prior years ( 502k). The directors have chosen to disclose adjusted earnings per share in order to provide a better indication of the Group s underlying business performance; accordingly, it excludes the effect of nonrecurring items, deferred tax and revaluation surpluses and deficits on investment properties and derivative instruments. Set out below is the net assets per share of Sirius as at 30 September 2014 and at 31 March 2014: (Unaudited) 30 September (Unaudited) 30 September (Audited) 31 March Net assets Net assets for the purpose of assets per share (assets attributable to the equity holders of the Parent) 238, , ,280 Deferred tax arising on 6,566 3,172 4,200

12 revaluation of properties Derivative financial instruments 2, (504) Adjusted net assets attributable to equity holders of the Parent 246, , ,976 Number of shares Number of ordinary shares for the purpose of net assets per share 522,075, ,750, ,900,307 Net assets per share 45.61c 48.02c 43.61c Adjusted net assets per share 47.30c 48.96c 44.32c The number of shares has been adjusted for the 4,919,284 shares held by the Company as Treasury Shares. Save as disclosed in the half year results for the six months ending 30 September 2014, any shares which are required to be issued pursuant to the scrip dividend alternative in respect of the interim dividend declared in respect of the six months ending 30 September 2014, the 1,575,641 shares issued pursuant to the scrip dividend alternative in respect of the final dividend for the financial year ended 31 March 2014 and the Private Placement, no significant change in the financial or trading position of Sirius has occurred since 31 March 2014, the end of the last financial period for which audited financial statements of the Company have been published. 16. SIRIUS DIRECTORS The full names, ages, business addresses and capacities of the directors of Sirius are provided below: Full name Age Capacity Business Address Andrew James Coombs Alistair Brian Marks Robert Archibald Gilchrist Sinclair 49 Chief executive officer 45 Chief financial officer 65 Non-executive chairman Rolf Elgeti 38 Non-executive director Lennestr 3, Berlin 10785, Germany Lennestr 3, Berlin 10785, Germany Trafalgar Court 2nd Floor, East Wing Admiral Park St Peter Port Guernsey GY1 3EL Obotritia Capital KGaA Foersterweg 2

13 Wessel Johannes Hamman Andrew James Peggie 41 Non-executive director 44 Non-executive director Potsdam 26 Throgmorton Street, London, United Kingdom, EC2N 2AN 63 Grosvenor Street, London W1K 3JG 17. MAJOR SHAREHOLDERS The following shareholders will, directly or indirectly, beneficially hold more than 5% of the issued share capital of the Company on the Listing Date: Shareholder Number of shares % of the issued share capital Karoo Investment Fund 128,611, % Premier Fund Managers Ltd 49,493, % Taube Hodson Stonex Partners 38,133, % Total 216,238, % Note: Excluding treasury shares 18. DIRECTORS STATEMENTS The directors of Sirius have no reason to believe that the working capital available to the Group will be insufficient for at least 12 months from the Listing Date. The directors of Sirius hereby confirm that Sirius has, to the best of their knowledge and belief, adhered to all legal and regulatory requirements of AIM. 19. SALIENT DATES RELATING TO THE PRIVATE PLACEMENT AND THE LISTING The salient dates relating to the Private Placement and the Listing are set out below: Results of the Private Placement released on SENS on Publication of the prelisting announcement Friday, 28 November 2014 Friday, 28 November 2014

14 Notification of allotments on Anticipated listing date on the AltX Accounts at CSDPs or brokers updated and CREST accounts credited in respect of the Private Placement Shares at the commencement of trade on the AltX and on AIM Monday, 1 December 2014 Friday, 5 December 2014 Friday, 5 December 2014 Note: The above times and dates are subject to change. Any such change will be notified on SENS. 20. AVAILABILITY OF DOCUMENTS Documents, such as financial statements, public announcements and investor presentations which Sirius has made public over the last two years and the constitutional documents of Sirius are available on the Company s website at Guernsey 28 November 2014 Transaction adviser, sole bookrunner and sponsor in relation to the listing on AltX and the Private Placement in South Africa: PSG Capital (Pty) Ltd Sole bookrunner and nomad in relation to the AIM Rules and private placing in the UK: Peel Hunt Legal Adviser as to English and South African law: Norton Rose Fulbright

JSE Listing & Fundraising

JSE Listing & Fundraising R6.4 Billion German Property Portfolio Sirius Real Estate Limited THIS PRESENTATION IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED