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SIRIUS REAL ESTATE LIMITED - Result Of Annual General Meeting And Changes To The Board Committees Of The Company

Release Date: 03/08/2020 17:00
Code(s): SRE     PDF:  
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Result Of Annual General Meeting And Changes To The Board Committees Of The Company

SIRIUS REAL ESTATE LIMITED
(Incorporated in Guernsey)
Company Number: 46442
JSE Share Code: SRE
LSE (GBP) Share Code: SRE
LSE (EUR) Share Code: ESRE
LEI: 213800NURUF5W8QSK566
ISIN Code: GG00B1W3VF54

3 August 2020

                                         Sirius Real Estate Limited

                          ("Sirius Real Estate", “Sirius” or the "Company")

     Result of Annual General Meeting and changes to the board committees of the Company

Sirius Real Estate, the leading operator of branded business parks providing conventional space and
flexible workspace in Germany, announces that at the Annual General Meeting (the “Meeting”) held
on Friday, 31 July 2020, all resolutions were duly passed.

The total number of shares on the register at 6pm on 21 July 2020, being those eligible to be voted on
at the Meeting, was 1,038,369,821.

The result of each resolution is shown below:

                                             Votes                            Number
                                Votes for    against                          of
                                resolution   resolution                       shares
                                as a         as a                             voted at   Number of
                                percentag    percentage                       the        shares
                                e of total   of total                         Meeting    abstained/
                                number       number of                        as a       withheld as
                                of shares    shares                           percent    a
                                voted at     voted at      Number of          age of     percentage
Resolutions proposed at         the          the           shares voted at    shares     of shares in
the Meeting                     Meeting      Meeting       the Meeting        in issue   issue
Ordinary Resolutions

1: To receive and approve
the Company’s Annual
Report to 31 March 2020.        99.99%       0.01%         683,536,903        65.83%     0.56%

2: To elect Caroline Britton
as a Director.                  99.99%       0.01%         684,158,624        65.89%     0.50%

3: To re-elect Mark Cherry
as a Director.                  99.48%       0.52%         684,159,115        65.89%     0.50%

4: To elect Kelly Cleveland
as a Director.                  99.99%       0.01%         684,158,624        65.89%     0.50%

5: To re-elect Andrew
Coombs as a Director.           99.62%       0.38%         684,168,635        65.89%     0.50%

6: To re-elect Daniel
Kitchen as a Director.          77.65%       22.35%        684,168,634        65.89%     0.50%

7: To re-elect Alistair Marks
as a Director.                  99.54%       0.46%         684,168,635        65.89%     0.50%

8: To re-elect James Peggie
as a Director.                  93.28%       6.72%         676,858,278        65.18%     1.21%

9: To re-appoint Ernst &
Young LLP as auditors.          99.98%       0.02%         684,178,895        65.89%     0.50%

10: To approve fixing the
auditors’ remuneration.         99.99%       0.01%         684,155,107        65.89%     0.50%

11: To approve the
authorised dividend
declared for the six months
ended 31 March 2020.            99.90%       0.10%         684,187,015        65.89%     0.50%

12 (non-binding):
To approve the Company’s
Remuneration Policy.            74.03%       25.97%        684,077,318        65.88%     0.51%

13 (non-binding):
To approve the
Implementation Report on
the Company’s
Remuneration Policy.            83.81%       16.19%        684,077,318        65.88%     0.51%

14: To approve scrip
dividend scheme for the
financial year ended 31
March 2021.                     99.99%       0.01%         684,180,338        65.89%     0.50%

15: To authorise the
Directors generally and
unconditionally to allot
equity securities.              86.31%       13.69%        684,174,338        65.89%     0.50%
Special Resolutions

16: To authorise the
Directors to issue or sell
from treasury shares equal
to up to five per cent. (5%)
of issued share capital as if
pre-emption rights did not
apply.                          96.73%       3.27%        683,980,170         65.87%     0.52%

17: To authorise the
Directors to issue or sell
from treasury shares equal
an additional five per cent.
(5%) of issued share capital
as if pre-emption rights did
not apply solely for
acquisitions or other
capital investments.            91.48%       8.52%       683,990,845          65.87%     0.52%

18: To authorise the
Company to purchase its
own ordinary shares.            99.28%       0.72%       683,801,666          65.85%     0.54%

In accordance with paragraph 4 of Section 1 of the UK Corporate Governance Code (the “UK Code”),
the Company notes the votes cast against Resolutions 6 and 12 were greater than 20% of those
exercised in total by the Company’s shareholders.

The Board has already engaged extensively with shareholders in respect of Resolution 6 and will
continue to do so and will provide an update in line with the requirements of the UK Code.

The Board has also consulted extensively in respect of Resolution 12, which was, in line with JSE
Listings Requirements, a non-binding annual advisory vote in respect of the Remuneration Policy that
was approved by shareholders in 2018. As set out in the Annual Report, it is the Company’s intention
to propose a new Remuneration Policy at the Annual General Meeting in 2021, which will replace the
existing policy. The Company will engage with major shareholders and proxy agencies in respect of
the new policy before proposing it for approval by shareholders. In light of this, the Company does not
intend to consult further in respect of the existing Remuneration Policy, however in accordance with
the JSE Listings Requirements, the Company extends an invitation to shareholders to communicate
any concerns they had in respect of the existing policy and these will be taken into account when
designing the new policy. Those shareholders wishing to do so are requested to send their concerns
in writing to the Company Secretary at cosec@sirius-real-estate.com, by not later than close of
business (SAST) on Monday, 10 August 2020.

In accordance with Listing Rule 9.6.2, copies of the resolutions passed as special business will be
submitted to the National Storage Mechanism and will shortly be available for inspection.

The full text of the resolutions can be found in the Investor Relations section of the Company website,
under 'Reports and documents', and is available for inspection here https://www.sirius-real-
estate.com/investors/results-presentations-notices/.

Changes to the board committees of the Company

In accordance with paragraph 3.59 of the JSE Listings Requirements, the Board wishes to advise
shareholders of the following changes to the audit committee of the Company (“Audit Committee”),
previously announced on 1 June 2020 and as reported in the Annual Report and Accounts 2020, which
changes are effective from 31 July 2020:

Caroline Britton has been appointed as the chairperson of the Audit Committee having previously
been appointed, together with Kelly Cleveland to the Audit Committee on 1 June 2020. Both Caroline
Britton and Kelly Cleveland have also been appointed as members of the Board’s nomination,
remuneration and sustainability & ethics committees (the “Board Committees”) since 1 June 2020.

Justin Atkinson and Jill May stepped down from the Board, as chairman and as member of the Audit
Committee respectively and as members of the Board Committees and they no longer hold any Board
or committee roles with the Company.

For further information:

Sirius Real Estate          +49 (0)30 285010110
Andrew Coombs, CEO
Alistair Marks, CFO

Tavistock (financial PR)    +44 (0)20 7920 3150
Jeremy Carey
James Verstringhe

LEI: 213800NURUF5W8QSK566

JSE Sponsor
PSG Capital

Date: 03-08-2020 05:00:00
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