Section (45(5) Notice in Terms of the Companies Act, 71 of 2008 ("Companies Act") ORION REAL ESTATE LIMITED (Incorporated in the Republic of South Africa) (Registration number: 1997/021085/06) Share Code: ORE ISIN: ZAE000075651 ("Orion Real Estate" or “the Company”) SECTION 45(5) NOTICE IN TERMS OF THE COMPANIES ACT, 71 OF 2008 (“COMPANIES ACT”) Notice is hereby given in accordance with section 45(5) of the Companies Act, No. 71 of 2008 (“the Companies Act”) that, pursuant to the authority granted to the board of directors of Orion ("the Board") by shareholders at the annual general meetings of the Company held on 24 January 2017 and 20 February 2018 and the Board has adopted a resolution to provide financial assistance to related and/or inter-related entities as contemplated in section 45(2) of the Companies Act (“Financial Assistance”). This resolution was passed to ratify and/or approve Financial Assistance provided up to the date of the board meeting as Orion provides a treasury function to the group on a daily basis. The board also has approved Financial Assistance for the forthcoming year up to the date of the next annual general meeting. The resolutions passed by the Board ratifies and/or approves historical Financial Assistance as well as authorising the Company to provide financial assistance to its subsidiaries and inter- related entities, as envisaged in terms of section 45 of the Companies Act going forward. The authority to provide Financial Assistance includes that which exceeds a tenth of 1% of the Company’s net worth. The Board, prior to authorising the Financial Assistance, considered and satisfied itself, in terms of section 45 of the Companies Act, that: • immediately after providing the Financial Assistance, the Company would satisfy the solvency and liquidity test as contemplated in section 4 of the Companies Act; • the terms of the Financial Assistance are fair and reasonable in relation to the Company; and • there has been due compliance with the Company’s Memorandum of Incorporation and with the Companies Act. In ratifying and approving the historical Financial Assistance, the board also considered the historical solvency and liquidity on a monthly basis and the fact that the solvency and liquidity had also been considered at its quarterly board meetings and considers that this approval regularises compliance with the Companies Act. JOHANNESBURG 11 October 2018 Sponsor Arbor Capital Sponsors Proprietary Limited Date: 11/10/2018 04:14:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.