OCTODEC INVESTMENTS LIMITED - Changes to the Board and Board committees

Changes to the Board and Board committees

OCTODEC INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1956/002868/06)
JSE share code: OCT
JSE alpha code: OCTI
ISIN: ZAE000192258
LEI: 3789I36JI0BKTUSZ8813
(Approved as a REIT by the JSE)
("Octodec" or "the Company" or "the Group")


CHANGES TO THE BOARD OF DIRECTORS AND BOARD COMMITTEES


Shareholders and noteholders ("security holders") are advised that Mr Pieter Strydom will retire by rotation and will
not be standing for re-election at the forthcoming annual general meeting of Octodec, which is expected to be held on
or about 4 February 2026, having served on the board of directors of Octodec ("Board") for 13 years.

Accordingly, he will retire as a director of the Company, having fulfilled the role of the Lead Independent Non-
Executive Director on the Board. In addition, Mr Strydom will step down as the chairman of the Nominations
Committee, the Social, Ethics, Remuneration and Transformation Committee ("SERT") and the Ad hoc Independent
Sub-Committee and as a member of the Group Audit Committee and the Risk Committee with effect from
4 February 2026.

The Board extends its sincere appreciation to Mr Strydom for his dedicated service, wise counsel, and significant
contribution to the Board and the Company since his appointment on 7 February 2012. Over the past years, he has served
with distinction as Lead Independent Non-Executive Director and as a member and chairman of various Board
committees, where his leadership, integrity, and sound judgment have been of great value. The Chairman of the Board
expresses her gratitude for his unwavering commitment and invaluable guidance, and wishes him every happiness and
fulfilment in his well?deserved retirement.

Security holders are further advised of the following changes to the Board Committee structures, effective from
4 February 2026:
-   To achieve a more equitable allocation of responsibilities and enhance committee efficiency, the remuneration-
    related functions currently overseen by the SERT Committee have been transferred to the Nominations Committee,
    which will be renamed the Nominations and Remuneration Committee. The SERT Committee will be renamed the
    Social, Ethics and Transformation Committee.
-   The Board has decided that the Ad hoc Independent Sub-Committee be formalised as a permanent standing
    committee of the Board. The primary responsibilities of this Committee would include oversight of internalisation
    activities and the review and allocation of costs associated with City Property Administration (Pty) Ltd. This change
    aims to ensure continuity, strengthen governance oversight, and provide a dedicated forum for addressing these
    complex and ongoing related-party matters.

Following the recommendations of the Nominations Committee and in line with the Company's policy dealing with the
nomination of directors, with effect from 4 February 2026, the Board and the Board Committees will be reconstituted
as detailed below:
-   Sharon Wapnick will continue as the non–executive Chairman of the Board;
-   Richard Buchholz will be appointed as the Lead Independent Non-Executive Director of the Board;
-   Robin Lockhart-Ross will be appointed as Chairman, and Richard Buchholz and Louis van Breda will be appointed
    as members to the Nominations and Remuneration Committee;
-   Robin Lockhart-Ross, Myron Pollack and Louis van Breda will step down as members of the Social, Ethics and
    Transformation Committee. Sanjay Bhikha will be appointed as a member of the Committee, and existing member
    Maggie Mojapelo will be appointed as the Chairman of this Committee; and
-   Richard Buchholz will be appointed as the Chairman of the Independent Sub-Committee.

Accordingly, the Board Committees will comprise the following members:

Group Audit Committee
-   Louis van Breda (Independent chairman)
-   Sanjay Bhikha
-   Richard Buchholz
-   Robin Lockhart-Ross

Nominations and Remuneration Committee
-   Robin Lockhart-Ross (Independent chairman)
-   Richard Buchholz
-   Maggie Mojapelo
-   Louis van Breda
-   Sharon Wapnick

Risk Committee
-   Richard Buchholz (Independent chairman)
-   Sanjay Bhikha
-   Myron Pollack
-   Louis van Breda
-   Sharon Wapnick

Social, Ethics, and Transformation Committee
-   Maggie Mojapelo (Independent chairman)
-   Sanjay Bhikha
-   Nyimpini Mabunda
-   Sharon Wapnick

Independent Sub-Committee
-   Richard Buchholz (Independent chairman)
-   Sanjay Bhikha
-   Robin Lockhart-Ross
-   Nyimpini Mabunda
-   Maggie Mojapelo
-   Louis van Breda

The Board committees remain duly constituted.

31 October 2025


Sponsor
Java Capital

Debt Sponsor
Nedbank Corporate and Investment Banking,
a division of Nedbank Limited

Date: 31-10-2025 02:40:00
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