MAS REAL ESTATE INC - Results of shareholders meeting and changes to the board of directors

Results of shareholders’ meeting and changes to the board of directors

MAS Real Estate Inc.
Registered in the British Virgin Islands
Registration number 1750199
SEDOL (EMTF): B96VLJ5
SEDOL (JSE): B96TSD2
JSE share code: MSP
ISIN: VGG5884M1041
LEI code: 213800T1TZPGQ7HS4Q13
(“MAS” or “the Company”)



        RESULTS OF SHAREHOLDERS’ MEETING AND CHANGES TO THE BOARD OF DIRECTORS


On Monday, 28 October 2019, MAS issued a circular to its shareholders (the “circular”) relating to the acquisition by
MAS of Prime Kapital Limited’s (“Prime Kapital”) effective economic interest in the Investment Joint Venture (the
"Investment JV"), together with Prime Kapital’s property management platform which provides management services
in respect of the real estate investment property portfolio held by the Investment JV, in consideration for the issue by
MAS of 67 million MAS shares (the “transaction”).

Shareholders are advised that at the shareholders’ meeting held today, Wednesday, 20 November 2019
(“shareholders’ meeting”), all the resolutions tabled thereat were passed by the requisite majority of shareholders.

Details of the results of voting at the annual shareholders’ meeting are as follows:

-    total number of MAS shares in issue as at the date of the shareholder’s meeting and that could have been
     voted at the shareholders’ meeting: 642 874 925; and
-    total number of MAS shares that were present/represented at the shareholders’ meeting: 490 182 381 being
     76.25% of the total number of MAS shares that could have been voted at the shareholders’ meeting.

Resolution number 1: Approval of the transaction

Shares voted*                    For                           Against                     Abstentions^
483 919 693, being 75.27%        370 961 149, being 76.66%     112 958 544, being 23.34%   6 262 688, being 0.97%

Resolution number 2: Election of Martin Slabbert as a director

Shares voted*                    For                           Against                     Abstentions^
483 919 693, being 75.27%        368 859 991, being 76.22%     115 059 702, being 23.78%   6 262 688, being 0.97%

Resolution number 3: Election of Victor Semionov as a director

Shares voted*                    For                           Against                     Abstentions^
483 919 693, being 75.27%        367 812 742, being 76.01%     116 106 951, being 23.99%   6 262 688, being 0.97%

Resolution number 4: Election of Dan Petrisor as a director

Shares voted*                    For                           Against                     Abstentions^
483 919 693, being 75.27%        367 812 742, being 76.01%     116 106 951, being 23.99%   6 262 688, being 0.97%

Resolution number 5: Authority to give effect to resolutions

Shares voted*                    For                           Against                     Abstentions^
483 919 693, being 75.27%        370 961 149, being 76.66%     112 958 544, being 23.34%   6 262 688, being 0.97%

* in relation to total shares in issue (excluding abstentions)
^ in relation to total shares is issue

CHANGES TO THE BOARD OF DIRECTORS

Following a period of investor consultation, shareholders are advised that Victor Semionov will be appointed to the
role of chief financial officer and Dan Petrisor to that of an executive director.

Shareholders are further advised that with effect from the close of the meeting of shareholders, Ron Spencer, Werner
Behrens and Paul Osbourn have resigned from the board of MAS.
The board of directors has appointed current lead independent non-executive director, Werner Alberts, as interim
chairman until such time as a permanent independent non-executive chairperson is appointed.

Werner Alberts is the chief operating officer of Capital International Group Limited, a regulated investment management
business in the Isle of Man. Previously, Werner had a career with Old Mutual in South Africa spanning over 14 years,
in various roles, which included being one of the founders and CEO of Old Mutual Finance Proprietary Limited. Werner
is a qualified chartered accountant with over 25 years’ experience in the finance industry and has developed a particular
focus on business development, risk, compliance, internal audit and corporate finance, having been involved in several
restructuring and M & A transactions. Werner is based in the Isle of Man.

With the experience of being the former lead independent non-executive director of MAS, Werner Alberts is well-placed
to fulfil the role of independent non-executive chairman. The board thanks Werner for accepting the role and looks
forward to implementing its strategy under Werner’s leadership in the period ahead.

MAS is listed on the Euro MTF market of the Luxembourg Stock Exchange and on the main board of the Johannesburg
Stock Exchange.



20 November 2019

For further information please contact:
Helen Cullen, Company Secretary, MAS Real Estate Inc.                                  +44 1624 625000
Java Capital, JSE Sponsor                                                              +27 11 722 3050
Harneys Luxembourg, Luxembourg Stock Exchange Listing Agent                            +35 22 786 7102
Investor Relations, Lizelle du Toit                                                    +27 82 465 1244

Date: 20/11/2019 02:15:00
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