Sirius Real Estate : Scrip Circular

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the contents of this document or the action you should take, you should seek your own personal financial advice immediately from your stockbroker, bank manager, central securities depositary participant ("CSDP"), solicitor, accountant or other independent financial adviser authorised under either (i) if you are resident in the United Kingdom, the Financial Services and Markets Act 2000 ("FSMA"), or (ii) if you are resident in South Africa, the Financial Markets Act, No.19 of 2012, as amended, or (iii) if you are not resident in the United Kingdom or South Africa, from another appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all of your Ordinary Shares in Sirius Real Estate Limited, please forward this circular (including the terms and conditions which are attached as an Appendix to this circular) (this "Circular") and the Accompanying Form(s) (if any) as soon as possible to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. 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.

The distribution of this Circular in certain jurisdictions (including the United States of America, Canada, Japan or Australia or their respective territories or possessions (subject to applicable exemptions)) other than the United Kingdom, South Africa and Guernsey may be restricted by law. Accordingly, this Circular may not be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Circular comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The Company does not accept responsibility and will not be held liable for any failure on the part of the CREST provider or the Participant, broker or custodian of any holder of uncertificated or dematerialised Ordinary Shares to notify such holders of the proposals set out in this Circular.

Shareholders on the UK Share Register who do not elect to receive any New Shares will receive their Dividend in cash in Euro or, if a valid currency election has been submitted, in Sterling. Shareholders on the SA Share Register that do not elect to receive any New Shares will receive their Dividend in cash in ZAR.

SIRIUS REAL ESTATE LIMITED

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

DIVIDEND FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2021

SCRIP DIVIDEND MANDATE

AND

OFFER OF A SCRIP DIVIDEND ALTERNATIVE

AND

CURRENCY ELECTION FOR CASH DIVIDEND

All defined terms shall have the meanings set out in the Appendix, unless otherwise specified.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

For Shareholders on the UK Share Register:

Announcement of Scrip Dividend Alternative	Monday, 8 November 2021
Announcement of Reference Price for the New Shares and the	Monday, 29 November 2021
Euro to Sterling Conversion Rate released on RNS
Despatch the Scrip Circular and Form of Election and announce	Monday, 29 November 2021
the despatch on RNS
Last day to trade in order to be eligible for the cash dividend	Wednesday, 15 December 2021
or alternatively the scrip dividend
Shares commence trading ex the cash dividend or	Thursday, 16 December 2021
scrip dividend (the UK Ex-Dividend Date)
Record Date for Shareholders on the UK Share Register	Friday, 17 December 2021
Deadline by which election to receive the New Shares or	5.00 p.m. (UK time)
election to receive dividend entitlements in Sterling must	on Thursday, 30 December 2021
have been received by the Registrars (the Election Return
Date for Shareholders on the UK Share Register)
Announcement on RNS of the number of New Shares issued	Wednesday, 12 January 2022
Despatch scrip dividend share certificates, Dividend cheques	Wednesday, 19 January 2022
and tax vouchers
CREST accounts credited and/or updated with the	Thursday, 20 January 2022
Dividend payment in cash and/or New Shares
Admission of New Shares to the premium segment of the	Thursday, 20 January 2022
Official List and to trading on the Main Market
Dividend Payment Date	Thursday, 20 January 2022

Notes

Please note that all dates and times quoted above are local dates and times in the United Kingdom. The above dates and times are subject to change. Any changes will be notified to Shareholders through an appropriate announcement.

For Shareholders on the UK Register, the contact details for the Registrars are: Link Group, Corporate Actions, 10th Floor, Central

Square, 29 Wellington Street, Leeds LS1 4DL; telephone: [phone]*.

• Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. - 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Shareholders on the UK Share Register who do not elect to receive any New Shares will receive their full entitlement to the Dividend in Euro unless they opt, or have previously opted, to receive Sterling by submitting a valid currency election, in which case they will receive their full entitlement to the Dividend in Sterling based on the Euro to Sterling Conversion Rate. Shareholders on the UK Share Register who elect to receive part of their entitlement in New Shares and the balance of their entitlement in cash will receive the cash balance in Sterling.

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For Shareholders on the SA Share Register:

Announcement of Scrip Dividend Alternative	Monday, 8 November 2021
Announcement of Reference Price for the New Shares and the	Monday, 29 November 2021
Euro to ZAR Conversion Rate released on SENS
Despatch the Scrip Circular and Form of Election and	Monday, 29 November 2021
announce the despatch on SENS
Last day to trade in order to be eligible for the cash dividend	Monday, 13 December 2021
or alternatively the scrip dividend
Shares commence trading ex the cash dividend or	Tuesday, 14 December 2021
scrip dividend (the SA Ex-Dividend Date)
Announcement on SENS regarding Cash Fractions	Wednesday, 15 December 2021
applicable to the Scrip Dividend, by 11.00 a.m.
Record Date for Shareholders on the SA Share Register	Friday, 17 December 2021
Deadline by which election to receive the New Shares must have	12.00 noon (South African time)
been received by the Transfer Secretaries (the Election	on Thursday, 30 December 2021
Return Date for Shareholders on the SA Share Register)
Announcement on SENS of the number of New Shares to be issued	Wednesday, 12 January 2022
Execution of the conversion from Euro to ZAR for	Thursday, 13 January 2022
payment of any dividends in ZAR
Participant/broker accounts credited and/or updated with the	Thursday, 20 January 2022
Dividend payment in cash and/or New Shares
Despatch scrip dividend share certificates, Dividend cheques	Thursday, 20 January 2022
and tax vouchers
Listing and admission of New Shares to trading on the JSE	Thursday, 20 January 2022
Dividend Payment Date	Thursday, 20 January 2022

Notes

Please note that all dates and times quoted above are local dates and times in South Africa. The above dates and times are subject to change. Any changes will be notified to Shareholders through an appropriate announcement.

To facilitate settlement of the Dividend to entitled Shareholders on the SA Share Register, share certificates may not be dematerialised or rematerialised between Tuesday, 14 December 2021 (the SA Ex-Dividend Date) and Friday, 17 December 2021 (the Record Date for Shareholders on the SA Share Register). No transfers of Shares shall be registered in the SA Share Register, or between the SA Share Register and the UK Share Register, between Monday, 29 November 2021 (the Reference Price date) and Friday, 17 December 2021. All dates are inclusive.

Shareholders on the SA Share Register who do not elect to receive any New Shares will receive their entitlement to the cash dividend in ZAR, based on the Euro to ZAR Conversion Rate. Shareholders on the SA Share Register who elect to receive part of their entitlement in New Shares and the balance of their entitlement in cash will receive the cash balance in ZAR.

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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)	Trafalgar Court,
James Peggie (Senior Independent Non-executive Director)	2nd Floor, East Wing,
Caroline Britton (Independent Non-executive Director)	Admiral Park
Mark Cherry (Independent Non-executive Director)	St Peter Port
Kelly Cleveland (Independent Non-executive Director)	Guernsey, GY1 3EL
Joanne Kenrick (Independent Non-executive Director)	Channel Islands
Andrew Coombs (Executive Director, Chief Executive Officer)
Alistair Marks (Executive Director, Chief Financial Officer)
	Website:
	www.sirius-real-estate.com
	29 November 2021
To Shareholders
Dear Shareholder

INTRODUCTION

On Monday, 8 November 2021, Sirius announced its Interim Results. In its statement accompanying the announcement of the Interim Results, Sirius reported that the Directors have authorised a Dividend of €0.0204 per Ordinary Share for the six month period ended 30 September 2021, payable on 20 January 2022 to Shareholders on the UK Share Register and on the SA Share Register at the respective closes of business on 17 December 2021 (the Record Date).

For Shareholders on the UK Share Register who would like to receive their full entitlement to the Dividend in cash, the Directors would like to offer such Shareholders the option of receiving the whole of their Dividend in Sterling. Shareholders on the UK Share Register who do not elect to receive any New Shares and do not make, or have not previously made, a valid currency election, will receive their full entitlement to the dividend in cash in Euro. Shareholders on the SA Share Register who would like to receive their entitlement to the Dividend in cash, will receive their entitlement to the Dividend in ZAR.

For Shareholders who would like to receive their entitlement to the Dividend in New Shares, the Directors would like to offer such Shareholders the chance to receive the whole of their entitlement to the Dividend in New Shares instead of in cash or part of their entitlement to the Dividend in New Shares and part in cash (with any cash balance being paid in Sterling in respect of Shareholders on the UK Share Register or ZAR in respect of Shareholders on the SA Share Register). Under the Articles, the Directors may, with the authority of an ordinary resolution of Shareholders given at a general meeting, offer to Shareholders the opportunity to elect to receive dividends in the form of Ordinary Shares (credited as fully paid) instead of in cash. The Directors obtained such authority in respect of any Dividend authorised in relation to all or part of the financial year of the Company ending in 2022 at the annual general meeting of the Company held on 30 July 2021. The terms and conditions of the Scrip Dividend Alternative are set out in the Appendix to this Circular.

The Directors believe that the offer of the Scrip Dividend Alternative is advantageous to Shareholders because it enables Shareholders to increase their shareholding in the Company in a simple manner without paying dealing costs. However, the decision whether to elect for the Scrip Dividend Alternative will depend on a Shareholder's own circumstances. Paragraph 9 of the terms and conditions sets out some of the factors which Shareholders may wish to consider. The Directors believe that the offer of the Scrip Dividend Alternative is advantageous to the Company (and therefore to the Shareholders in general) since cash that would otherwise be paid out in Dividends is retained within the business. The total cash cost of the Dividend if no elections are made would, based on the issued share capital at the date of this Circular, be approximately €23,857,104.87.

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Shareholders who are considering making an election should bear in mind that the price of Ordinary Shares fluctuates, as is the case with all listed securities.

It is intended that application will be made to (i) the FCA for the New Shares to be admitted to the premium segment of the Official List; (ii) the London Stock Exchange for the New Shares to be admitted to trading on the Main Market; and (iii) the JSE for listing and admission to trading of the New Shares on the Main Board. It is expected that the New Shares will be admitted to the premium segment of the Official List, admitted to trading on the Main Market and listed and admitted to trading on the Main Board on Thursday, 20 January 2022. This document does not constitute a prospectus as the exemptions in Rule 1.2.3UK and Rule 1.2.4UK of the Financial Conduct Authority Prospectus Regulation Rules from the requirement to produce a prospectus apply.

ACTION TO BE TAKEN

Shareholders on the UK Share Register	Please refer to the section below entitled
	"For Shareholders on the UK Share Register Only".
Shareholders on the SA Share Register	Please refer to the section below entitled
	"For Shareholders on the SA Share Register Only".

FOR SHAREHOLDERS ON THE UK SHARE REGISTER ONLY

If you wish to receive New Shares

Please note that if you wish to elect to receive New Shares in relation to part of your Dividend entitlement only, you will receive the cash balance of your entitlement to the Dividend in Sterling. In these circumstances, your bank account must be denominated in Sterling in order for the Registrars to effect payment in Sterling and you will need to provide details of your Sterling denominated bank account by completing the Scrip Election Form appropriately.

1. Certificated Qualifying Shareholders

If you are a Qualifying Shareholder and hold share certificates for your Ordinary Shares and wish to elect to receive New Shares in relation to all of your Dividend entitlement or part of your Dividend entitlement (with the balance being paid to you in cash in Sterling), you will need to complete the Scrip Election Form accompanying this Circular and send it to the Registrars. Your completed Scrip Election Form must be received by the Registrars by no later than 5.00 p.m. (UK time) on Thursday, 30 December 2021 (the Election Return Date for Shareholders on the UK Share Register). If it has not been received by then, you will receive the full amount of your Dividend entitlement in cash in Euro or, if a Currency Election Form has been validly submitted whereby you have opted to be paid in Sterling, in Sterling.

Scrip Dividend Mandate

You may also give a Scrip Dividend Mandate, which is a standing election to receive not only the Dividend, but also all future Dividends authorised by the Company in the form of New Shares in respect of all of your Ordinary Shares (in the event that the Directors decide to offer the opportunity to receive a Dividend in the form of New Shares). Scrip Dividend Mandates (which are made by marking a cross in Box 2 of the Scrip Election Form accompanying this Circular) will only be valid in respect of a Dividend offered in the form of New Shares which is made to Shareholders. Even though you make this election, the Company will write to you each time the Directors offer a Dividend in the form of New Shares, advising you of the basis of your entitlement to New Shares. Alternatively, Scrip Dividend Mandates can be made online at www.signalshares.com. The basis on which you may revoke your Scrip Dividend Mandate may also be found online at www.signalshares.com.

Scrip Dividend Mandate already given

If you have previously given a Scrip Dividend Mandate at the time of a former scrip dividend alternative offered by the Directors then, unless you wish to change the mandate, you need take no action. If you currently have a Scrip Dividend Mandate in place, you will have received a Notification of Scrip Dividend with this Circular.

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