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Fundraising Presentation €58.2m German Property Portfolio (R766 Million)

Fundraising Presentation - Sirius Real Estate Limited 2017 - Equity Raise - V6A... · This Presentation does not constitute an offer to sell or a solicitation of an offer to purchase

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Page 1: Fundraising Presentation - Sirius Real Estate Limited 2017 - Equity Raise - V6A... · This Presentation does not constitute an offer to sell or a solicitation of an offer to purchase

Fundraising

Presentation €58.2m German Property Portfolio (R766 Million)

Page 2: Fundraising Presentation - Sirius Real Estate Limited 2017 - Equity Raise - V6A... · This Presentation does not constitute an offer to sell or a solicitation of an offer to purchase

> Disclaimer

THIS PRESENTATION IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, OR JAPAN

THE INFORMATION CONTAINED IN THESE MATERIALS IS STRICTLY CONFIDENTIAL AND MAY NOT BE FORWARDED, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, TO ANY OTHER PERSON (WHETHER WITHIN OR OUTSIDE

YOUR ORGANIZATION/FIRM) FOR ANY PURPOSE AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, PUBLICATION, DISTRIBUTION OR REPRODUCTION OF THESE MATERIALS IN WHOLE OR IN PART

IS UNAUTHORIZED

This document, which is personal to the recipient, has been prepared by Sirius Real Estate Limited (the “Company”), solely for use at a presentation to potential investors. For the purposes of this disclaimer, the presentation shall mean and include the slides

that follow, any oral presentation of the slides by the Company, any question-and-answer session that follows the presentation, hard copies and electronic copies of this document and any materials or information distributed or communicated at, or in

connection with, any presentation (together the “Presentation”).

AN INVESTMENT IN THE COMPANY’S ORDINARY SHARES (“SHARES”) INVOLVES SIGNIFICANT RISKS. THIS PRESENTATION IS NOT A PROSPECTUS AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION OR

INDUCEMENT TO SELL OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE, SUBSCRIBE FOR, UNDERWRITE OR OTHERWISE ACQUIRE, ANY SHARES OR ANY OTHER SECURITIES, NOR SHALL ANY PART OF IT NOR THE

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SECURITIES. THE INFORMATION CONTAINED HEREIN IS FOR INFORMATION PURPOSES ONLY AND DOES NOT PURPORT TO CONTAIN ALL THE INFORMATION THAT MAY BE REQUIRED TO EVALUATE THE COMPANY OR ITS

FINANCIAL POSITION.

The information in this Presentation has not been independently verified and is subject to change, and neither the Company nor PSG Capital or any other person, is under any duty to update or inform you of any changes to such information. In particular,

some of the financial information contained herein has not been audited. No reliance may be placed for any purposes whatsoever on the information contained in this Presentation or its completeness. No representation or warranty, express or implied, is given

by or on behalf of the Company or PSG Capital or any of their members, directors, officers, advisers, agents or employees or any other person as to the accuracy or completeness of the information or opinions contained in this Presentation and, to the fullest

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such information or opinions or otherwise arising in connection therewith. In particular, no representation or warranty is given as to the achievement or reasonableness of, and no reliance should be placed on, any projections targets, estimates or forecasts

contained in this Presentation and nothing in this Presentation is or should be relied on as a promise or representation as to the future.

In South Africa, this Presentation is being distributed only to, and is directed only at persons who fall within the categories of persons set out in section 96(1)(a) and section 96(1)(b) of the Companies Act, 2008, including but not limited to (i) persons whose

ordinary business, or part of whose ordinary business, is to deal in securities; (ii) persons who are regulated by the South African Reserve Bank; (iii) financial services providers licensed under the Financial Advisory and Intermediary Services Act, 2002; or (iv)

financial institutions as defined in the Financial Services Board Act, 1990 or (v) persons who subscribe for a minimum amount of R1 000 000 per single addressee acting as principal (all such persons being referred to as “Relevant South African Persons”).

Any investment or investment activity to which this Presentation relates is available in South Africa only to Relevant South African Persons.

In particular, this Presentation must not be acted or relied upon by persons in the United Kingdom except for persons who have professional experience in matters relating to investments who are investment professionals, high net worth companies, high net

worth unincorporated associations or partnerships or trustees of high value trusts and investment personnel of any of the foregoing (each within the meaning of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005).

Neither this Presentation nor any copy of it may be taken, transmitted, distributed or published in or into the United States of America, its territories or possessions (the “United States”) or distributed, directly or indirectly, in the United States. Any failure to

comply with these restrictions may constitute a violation of United States securities laws. The Company’s Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the “US Securities Act”) or the laws of any state,

and may not be offered or sold in the United States except pursuant to a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and applicable state laws. The Company does not intend to register its securities under

the US Securities Act or to conduct a public offering of the securities in the United States. In the United States, any offering of Shares will be made only to qualified institutional buyers in accordance with Rule 144A under the US Securities Act or in other

transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable state or local securities laws. Outside the United States, any offering of shares will be made in accordance with Regulation S under the US

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This Presentation does not constitute an offer to sell or a solicitation of an offer to purchase any securities in any jurisdiction in which such offer or sale would be unlawful prior to registration, exemption from registration or qualification under the securities

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Australian or Japanese securities law. The distribution of this Presentation in other jurisdictions may be restricted by law and persons into whose possession this Presentation comes should inform themselves about, and observe, any such restrictions.

Certain statements, beliefs and opinions in this Presentation are forward-looking statements which reflect the Company’s current expectations and projections about future events. These statements typically contain words such as “anticipate”, “assume”,

“believe”, “estimate”, “expect”, “forecast”, “plan”, “intend”, “will” and words of similar substance. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially

from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. Statements contained in this Presentation

regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Neither the Company, PSG Capital nor any other person undertakes any obligation to update or revise any forward-looking

statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Presentation. No statement in this Presentation is intended to be a

profit forecast.

This Presentation contains information regarding the past performance of the Company. Past performance is not a guide to the Company’s future returns or future performance.

This Presentation should not be considered as the giving of investment advice by the Company, PSG Capital or any of its shareholders, directors, officers, agents, employees or advisors. Each party to whom this Presentation is made available must make its

own independent assessment of the Company after making such investigations and taking such advice as may be deemed necessary.

By attending the presentation and/or by accepting this document you represent, warrant and undertake that: (i) you are a Relevant South African Person (ii) you have read and agree to comply with the contents of this notice; and (iii) you will treat and

safeguard this Presentation as strictly private and confidential and agree not to reproduce, redistribute or pass on this Presentation, directly or indirectly, to any other person or publish this Presentation, in whole or in part, for any purpose.

2

Page 3: Fundraising Presentation - Sirius Real Estate Limited 2017 - Equity Raise - V6A... · This Presentation does not constitute an offer to sell or a solicitation of an offer to purchase

Sirius Real Estate Ltd

Fundraising and restructuring presentation

Sirius Real Estate Ltd.

Fundraising Presentation

3

Page 4: Fundraising Presentation - Sirius Real Estate Limited 2017 - Equity Raise - V6A... · This Presentation does not constitute an offer to sell or a solicitation of an offer to purchase

> Sirius Real Estate (SRE) Overview & History

» Owns and operates mixed-use, multi-tenant, branded business parks throughout Germany

» Listed on the AIM market of the London Stock Exchange (“AIM”) in May 2007 by the original founders who acquired 38 business parks in 2007 and 2008

» Developed a leading operating platform which focuses mainly on lettings and recovery of service charge costs

» Management platform internalised in January 2012

» Capital restructure between 2012-14 where 9 business parks and a number of land packages were sold and entire debt was refinanced with LTVs reducing from 65% to 47%

» Early 2014 organic programme commenced consisting of €9m (R118m)* of investment over 3 years which should be highly accretive to earnings and NAV

» Recently completed 4 acquisitions for a total consideration of €70.9m (R933m) with an EPRA net yield of 8.1%, partly financed by a new €36m (R474m) debt facility on a 2.85% fixed interest rate

» Secondary listing on the JSE completed through fast track process on 5 December 2014

» Company now financially sound with excellent platform to grow and a current opportunity to acquire a portfolio of 5 additional assets

* The conversion rate assumed for the purposes of this presentation is €1.00 : R13.16 4

Page 5: Fundraising Presentation - Sirius Real Estate Limited 2017 - Equity Raise - V6A... · This Presentation does not constitute an offer to sell or a solicitation of an offer to purchase

> Sirius Real Estate Today*

» Primary listing on London AIM

» Ticker – SRE:LN (AIM) & SRE (ALTx)

» Market Capitalisation - €309m* (R4.1bn)

» Property Portfolio - €550m (R7.2bn)^

» Debt Outstanding - €260m (R3.4bn)^

» Adjusted** Net Asset Value - €299m (R3.9bn) - €0.475 per share

» DPS declared of 0.77 c. per share for the 6 months to September 2014 and proposed of 0.84 c. per share for the 6 months to March 2015. Dividend policy to pay 65% of FFO annually with scrip dividend option

* As at 21/05/2015

** As at 31/03/15 and excludes provision for deferred tax and derivative financial instruments

^ As at the financial year end 31 March 2015

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Page 6: Fundraising Presentation - Sirius Real Estate Limited 2017 - Equity Raise - V6A... · This Presentation does not constitute an offer to sell or a solicitation of an offer to purchase

> Sirius Real Estate – Top Shareholders

» Sirius currently trades on the AIM of the London Stock Exchange (primary listing) and on the AltX of the Johannesburg Stock Exchange (secondary listing) and has a list of shareholders that include the following as at 27 March 2015:

SHAREHOLDER NO. OF SHARES ISSUED SHARE CAPITAL

KAROO INVESTMENT FUND 128,611,451 20.4%

PREMIER FUND MANAGERS LTD 49,493,547 7.8%

TAUBE HODSON STONEX PARTNERS 39,046,980 6.2%

MAS (IOM) HOLDINGS LIMITED 26,315,790 4.2%

F&C ASSET MANAGEMENT 26,166,855 4.2%

CREDO CAPITAL 16,660,441 2.6%

MAJEDIE ASSET MANAGEMENT 16,516,485 2.6%

AXA FRAMLINGTON 16,500,000 2.6%

RCM (UK) LTD 15,738,131 2.5%

BANQUE HERITAGE WEALTH MANAGEMENT 13,828,000 2.2%

TOTAL OF TOP 10 SHAREHOLDERS 348,877,680 55.3%

» MAS (associate of Attacq) is also a major shareholder of Karoo Investment Fund

6

Page 7: Fundraising Presentation - Sirius Real Estate Limited 2017 - Equity Raise - V6A... · This Presentation does not constitute an offer to sell or a solicitation of an offer to purchase

> SRE Business Model

» Acquires high-yielding mixed-use business parks in Germany » Significantly adds value to assets using internal operating platform that does the

following: Secures anchor tenants on improved leases and longer terms Lets up voids through a combination of:

» larger conventional leases at market rates » breaking up spaces into smaller units and letting conventionally at 50-100%

above the rates achieved on original use » breaking up spaces into Sirius Smartspace products and letting on an all-

inclusive basis at 100-200% above the rates achieved on original use » investing in unlettable / under-rented space and achieving price rates up to

300% of that achieved by pre-conversion usage Significantly improves service charge recovery through many initiatives Develops or sells non-income producing surplus land

» Optimises the tenant base as follows: 60% of income from strong covenanted blue-chip enterprises with long-term

leases 30% of income from German SME’s with long to mid term leases 10% of income from flexible high-yield Smartspace product range

» When value fully extracted disposes of assets and recycles equity into new assets

7

Page 8: Fundraising Presentation - Sirius Real Estate Limited 2017 - Equity Raise - V6A... · This Presentation does not constitute an offer to sell or a solicitation of an offer to purchase

>

Wessel Hamman is a partner and chief executive of Clearance Capital LLP, a specialist European real estate securities investor and advisor to the Karoo Investment Fund S.C.A. SICAV-SIF. Wessel is a chartered accountant by training and spent eleven years in the investment banking industry before co-founding Clearance Capital in 2008.

WESSEL HAMMAN NON-EXECUTIVE DIRECTOR

JAMES PEGGIE NON-EXECUTIVE DIRECTOR

Rolf Elgeti is founder and general partner of Obotritia Capital KGaA, a German real estate investment company. He spent over 5.5 years as chief executive of TAG Immobilien AG, a German listed residential real estate group in the MDAX with circa €4 billion of assets on its balance sheet, and, until 17 April 2012, non-executive chairman of Treveria plc, the German retail focused real estate company. He previously worked in various banking roles at UBS, Commerzbank Securities and ABN Amro. Rolf graduated with an MBA from the University of Mannheim, Germany, and received an MBA from ESSEC, Paris, in 1999.

Robert Sinclair is managing director of the Guernsey-based Artemis Group and a director of a number of investment fund management companies and investment funds associated with clients of that group. He is chairman of Schroder Oriental Income Fund Limited and is a director of Picton Property Income Limited. Robert is a Fellow of the Institute of Chartered Accountants in England and Wales.

ROBERT SINCLAIR NON-EXECUTIVE CHAIRMAN

ROLF ELGETI NON-EXECUTIVE DIRECTOR

James is a Director and co-founder of the Principle Capital Group. He is a qualified solicitor and before working at the Active Value Group, James worked in the corporate finance division of an international law firm. James graduated from Oxford University in 1992 and in 1994 from The College of Law. James has a wealth of experience as a Director of various publicly listed companies including Liberty plc from 2006 to 2010.

Andrew Coombs joined the Sirius Facilities Group in January 2010. Prior to joining Sirius Andrew worked for the Regus Group, as UK Sales Director and before that as Director and General Manager for MWB Business Exchange Plc. Regus has subsequently acquired MWB and is the largest provider of flexible office space in the world. Prior to working in the property sector Andrew held a number of general management roles. Andrew’s responsibilities to Sirius Real Estate include formulating, agreeing and executing the strategy for delivering shareholder value.

Alistair Marks joined Sirius in 2007 from MWB Business Exchange Plc, at the time of the IPO on AIM and has remained with the Group following the management internalisation in January 2012. Prior to MWB Business Exchange Alistair held financial roles with BBA Group Plc. Alistair is responsible for the Company's banking relationships and lead the recent successful debt restructuring and refinancing which saw all borrowings fully refinanced. He has also overseen the substantial improvement in the Group's service charge recovery as well as material reductions in overhead costs across the business over the last years. Alistair is responsible for the financial management and control across the Group.

ANDREW COOMBS CHIEF EXECUTIVE OFFICER

ALISTAIR MARKS CHIEF FINANCIAL OFFICER

Board of Directors

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Page 9: Fundraising Presentation - Sirius Real Estate Limited 2017 - Equity Raise - V6A... · This Presentation does not constitute an offer to sell or a solicitation of an offer to purchase

> Summary of Current Portfolio – March 2015

ASSET LOCATION SPREAD ACROSS GERMANY

KEY PORTFOLIO STATISTICS

USAGE SPLIT BY REVENUE

BUSINESS PARKS 33

PROPERTY VALUE €550.0m

NET LETTABLE AREA SQM 1.1m

ANNUAL RENT €50.0m

AVERAGE RATE M² €4.75

OCCUPANCY 78.6% OCCUPANCY OF CORE PORTFOLIO^ 84.5%

^ Excludes Bremen HAG , Magdeburg, Brinkmann, Merseburg 9

Page 10: Fundraising Presentation - Sirius Real Estate Limited 2017 - Equity Raise - V6A... · This Presentation does not constitute an offer to sell or a solicitation of an offer to purchase

> Current Rental Income Analysis – March 2015

» The current split of SRE’s rental income between the top 50 tenants and the flexible high-yielding tenants can be seen as follows:

» The current split of income between usage can be seen as follows:

NO. OF TENANTS

OCCUPIED SQ MT

ANNUAL RENT

TOTAL ANNUAL RENT

RATE PER SQ MT

TOP 50 TENANTS 50 479,273 €27,245,273 54% €4.74

SMARTSPACE TENANTS 1,199 41,194 €3,027,567 6% €6.12

OTHER TENANTS 1,730 356,641 €19,728,100 39% €4.61

TOTAL 2,979 877,108 €50,000,940 100% €4.75

TOTAL AVAILABLE SQ MT

OCCUPIED SQ MT

OCCUPANCY

ANNUAL RENT

TOTAL ANNUAL RENT

RATE PER SQ MT

OFFICE 265,624 205,335 77% €14,650,486 29% €5.95

STORAGE/PRODUCTION 671,003 541,627 81% €25,030,205 50% €3.85

SMARTSPACE 75,663 41,194 54% €3,027,567 6% €6.12

OTHER 102,414 88,952 87% €5,188,336 10% €4.86

NON OCCUPANCY RELATED €2,104,345 4%

TOTAL 1,102,414 877,108 79% €50,000,940 100% €4.75

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>

» Portfolio book value of €545.6m at 31 March 2015 (2014: €440.7m*)

» Revaluation as follows:

VALUATION

RENT ROLL

NOI

GROSS YIELD

CAPITAL VALUE €/PSM

OCCUPANCY

VACANT SPACE SQM

CORE ASSETS € 513.2m € 45.7m €42.1m 8.9% 547.1 84.5% 140k

NON-CORE ASSETS FOR DISPOSAL^ €32.4m €4.3m €2.4m 13.4% 153.7 54.1% 98k

OTHER -€1.8m

TOTAL € 545.6m € 50.0m €42.7m 9.2% 470.6 79% 238k

VALUATION MOVEMENT IN YEAR

€ MILLIONS

CHANGE

CARRYING VALUE @ 31 MARCH 2014 443.7

DISPOSALS -3.0 -4.8%

ACQUISITIONS AND CAPEX 79.4

REVALUATION 25.4 6.2%

IMPAIRMENTS/WRITEBACKS 0.4 0.0%

LEASE INCENTIVES -0.1 0.0%

CARRYING VALUE @ 31 MARCH 2015 545.6 1.4%

* adjusted for disposals ** after full provision of purchasers costs ^ Bremen Brinkmann, Bremen HAG, Merseburg, Magdeburg

VALUATION RECONCILIATION TO BOOK VALUE

€ MILLIONS

CUSHMAN & WAKEFIELD ** 550.0

DIRECTORS WRITE DOWNS -2.4

ADJUSTED FOR RENT FREE PAYMENTS & STEPPED RENTS

-2.0

BOOK VALUE 545.6

Property Valuations

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Page 12: Fundraising Presentation - Sirius Real Estate Limited 2017 - Equity Raise - V6A... · This Presentation does not constitute an offer to sell or a solicitation of an offer to purchase

> Potential FFO Growth Mar 16

€millions

» Capex programme completed on 37,860 sqm

adding €1.96m to the rent roll from an

investment of €3.1m up to March 15

» Forecast to invest another €4m in the next

financial year generating another €1m of rent

roll by March 16

» Exceptional moveouts with an annual FFO

impact of approx. €2.6m expected in H1 of next

financial year, half of which relates to Bremen

Brinkmann site and the rest predominantly

Siemens

» Benefits of capex programme plus other asset

management initiatives are expected to more

than replenish the exceptional moveouts

throughout the next financial year

» Macquarie refinancing in next financial year is

expected to have a positive impact to the

running FFO by March 2016

FFO POTENTIAL RUNRATE AT MARCH 16

21.7

14.0

4.5

1.0 -2.6 2.4

2.4

0

5

10

15

20

25

ExistingPortfolio Mar15 Run Rate

AcquisitionsMar 15 Run

Rate

CapexProgramme

Mar 16

ExtraordinaryMoveouts H1

Mar 16

Other AssetManagement

Mar 16

MacquarieRefinancing

Potential March16 FFO Run

Rate

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Page 13: Fundraising Presentation - Sirius Real Estate Limited 2017 - Equity Raise - V6A... · This Presentation does not constitute an offer to sell or a solicitation of an offer to purchase

> Existing Debt Facilities

DEBT SUMMMARY – ANNUALISED NUMBERS

CW VALUATION CURRENT LOAN LTV

TERM OF THE LOAN

INTEREST P.A AMORTISATION SCHEDULED P.A.

CASH SWEEP INTEREST RATE

(P.A.) 31.03.15 31.03.15 BASED ON CW

VALUATION

BERLINHYP /PBB € 243,430,000 € 112,700,000 46.3% 31.03.2019 € 4,020,009 € 2,300,000

50%: 3.0% + Euribor (3Mth)

50%: fixed at 4.07%

BERLINHYP € 69,800,000 € 35,820,000 51.3% 31.12.2019 € 1,020,870 € 720,000 2.85%

MACQUARIE I € 52,810,000 € 25,696,530 48.7% 17.01.2017 € 1,928,488 € 712,500 € 592,620 7% + Euribor

MACQUARIE II € 81,580,000 € 30,117,942 36.9% 17.01.2017 € 1,827,858 € 325,000 € 1,578,000 6% + Euribor

K-BONDS € 81,700,000 € 45,000,000 62.4% 01.08.2023 € 1,800,000 0 4.00%

€ 6,000,000 01.08.2020 € 360,000 € 1,000,000 6.00%

UNENCUMBERED PROPERTIES

€ 20,710,000 0%

CONVERTIBLE BOND

€ 5,000,000 21.03.2018 € 250,000 0 5.00%

TOTAL € 550,030,000 € 260,334,472 47.3% € 11,207,225 € 5,057,500 € 2,170,620 4.30%

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Page 14: Fundraising Presentation - Sirius Real Estate Limited 2017 - Equity Raise - V6A... · This Presentation does not constitute an offer to sell or a solicitation of an offer to purchase

> Acquisition Opportunity

» The acquisition opportunity is for a 5 asset portfolio for €58.2m, (R766m) including acquisition costs, for which agreements* have been reached

» The due diligence on all assets has been successfully completed and completion is subject to outstanding CPs and funding

» The target portfolio has a net initial yield of 8.1% and vacancy of around 16.3%

» The acquisition is expected to be partly funded by a €18 million bank facility with an interest rate of around 2.5%

» The acquisitions are expected to be at least 7.8% accretive to the earnings and dividend per share and potentially 0.3% accretive to adjusted NAV per share

» If a €27 million debt facility was taken against the portfolio and the extra debt was used to purchase another €20 million of property, the accretion to earnings would be at least 12.5%

» The portfolio has the potential for significant value-add over the next few years

» Initial indications from the valuers Cushman & Wakefield are that the portfolio’s market value is in the region of €59m (R776m)

* Two assets are notarised and three are subject to exclusivity agreements between Sirius and the relevant vendor. ** The accretion is calculated after factoring in the uplift from the Cushman’s valuation over the acquisition costs

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Page 15: Fundraising Presentation - Sirius Real Estate Limited 2017 - Equity Raise - V6A... · This Presentation does not constitute an offer to sell or a solicitation of an offer to purchase

> Refinancing Opportunity

» A term sheet relating to a new 10 year debt facility of €56m (R737m) with an expected fixed all-in interest rate of less than 2.5% has been credit and board approved to replace the two existing Macquarie facilities which total €56 million.

» It is expected that we would need around €7.5 million of cash to refinance early*

» The immediate benefit of the refinancing is detailed on the following table:

» The refinancing is expected to be at least 8.2% accretive to earnings and dividends

and 2.1% dilutive to Adjusted NAV per share

* This relates to predominately a 2% exit fee (€1.2m) and payment of all interest due on the loan (€5.6m)

TOTAL DEBT

CURRENT ANNUAL INTEREST

CURRENT AMORTISATION & CASH SWEEP

TOTAL DEBT SERVICE

MACQUARIE 55,814,472 3,755,000 3,207,500 6,962,500

NEW FACILITY 56,000,000 1,400,000 1,120,000 2,520,000

BENEFIT 2,355,000 2,087,500 4,442,500

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Page 16: Fundraising Presentation - Sirius Real Estate Limited 2017 - Equity Raise - V6A... · This Presentation does not constitute an offer to sell or a solicitation of an offer to purchase

> Equity Raise

» SRE’s operating platform is set up to handle a significantly larger portfolio with little additional incremental cost

» The opportunities discussed are expected to be initially at least 16% accretive to the Company’s earnings and dividend payments

» In order to complete the acquisition and refinancing opportunities we are seeking to raise €50 million (R658m) in a placement

» Pricing of the placement will be determined closer to when the book opens

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Page 17: Fundraising Presentation - Sirius Real Estate Limited 2017 - Equity Raise - V6A... · This Presentation does not constitute an offer to sell or a solicitation of an offer to purchase

> Use of Proceeds

ACQUISITION:

PURCHASE PRICE € 53,923,210

ACQUISITION COSTS € 4,286,215

FINANCING COSTS (INC LEGALS) € 500,000

LESS BANK FINANCING -€ 18,000,000

CAPITAL RAISING COSTS € 1,500,000

MACQUARIE REPAYMENT FEE € 7,500,000

EQUITY REQUIRED € 49,709,425

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Page 18: Fundraising Presentation - Sirius Real Estate Limited 2017 - Equity Raise - V6A... · This Presentation does not constitute an offer to sell or a solicitation of an offer to purchase

> Pro-forma NAV and Earnings Impact *

NAV

MARCH 2015 RUNRATE

EQUITY RAISE

ACQUISITION

REFINANCING

PROPERTY 545,626 545,626 605,426 605,426

BANK LOANS (EXCLUDING FINANCE FEES) (260,334) (260,334) (278,334) (278,334)

OTHER FIXED ASSETS & GOODWILL 5,416 5,416 5,416 5,416

CASH 20,137 68,637 27,928 20,428

WORKING CAPITAL (11,313) (11,313) (11,313) (11,313)

EPRA NET ASSETS 299,532 348,032 349,123 341,623

SHARES IN ISSUE 630,338,749 734,505,416 734,505,416 734,505,416

EPRA NAV PER SHARE 47.52 c 47.38 c 47.53 c 46.51 c

EARNINGS

RENTAL INCOME 50,000 50,000 55,369 55,369

OTHER INCOME 800 800 800 800

SC IRRECS (7,300) (7,300) (7,737) (7,737)

MAINTENANCE (1,200) (1,200) (1,400) (1,400)

NOI 42,300 42,300 47,032 47,032

OVERHEADS (11,800) (11,800) (11,800) (11,800)

EBITDA 30,500 30,500 35,232 35,232

FINANCING COSTS (11,456) (11,456) (11,906) (9,551)

TAX (461) (461) (461) (461)

FFO 18,583 18,583 22,865 25,220

DIVIDEND POOL 12,079 12,079 14,862 16,393

SHARES IN ISSUE 630,338,749 734,505,416 734,505,416 734,505,416

DPS 1.92 c 1.64 c 2.02 c 2.23 c

* The impact when the refinancing and all acquisitions are completed

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Page 19: Fundraising Presentation - Sirius Real Estate Limited 2017 - Equity Raise - V6A... · This Presentation does not constitute an offer to sell or a solicitation of an offer to purchase

> Expected timetable

Potential applicants will be advised of any changes to the above dates.

ACTION DATE

OPENING OF THE PRIVATE PLACEMENT 09:00 on Thursday 4 June 2015

CLOSING OF THE PRIVATE PLACEMENT 17:00 on Friday, 5 June 2015

RESULTS OF THE PRIVATE PLACEMENT RELEASED ON SENS Monday, 8 June 2015

NOTIFICATION OF ALLOTMENTS Monday, 8 June 2015

ACCOUNTS AT CSDPS OR BROKERS UPDATED AND DEBITED IN RESPECT OF THE SHARES AT THE COMMENCEMENT OF TRADE ON

Monday, 15 June 2015

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Page 20: Fundraising Presentation - Sirius Real Estate Limited 2017 - Equity Raise - V6A... · This Presentation does not constitute an offer to sell or a solicitation of an offer to purchase

> Summary

» Stabilised and robust capital structure in place, the business is now well positioned to deliver high income and capital returns to shareholders

» Significant organic growth potential in existing estate from intensive investment programme

» Opportunites available to generate new income from highly accretive acquisition opportunities

» South Africans currently own around 40% of Sirius shares and the largest shareholder in Sirius is the Karoo Investment Fund and its major shareholder is MAS (associate of Attacq)

» Intend to raise between €50 million (R658 million) of equity at around the current adjusted NAV to fund the purchase of a €58.2 million (R766 million) portfolio of properties in Germany and the refinancing of the €56 million Macquarie debt

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Page 21: Fundraising Presentation - Sirius Real Estate Limited 2017 - Equity Raise - V6A... · This Presentation does not constitute an offer to sell or a solicitation of an offer to purchase

Acquisition Portfolio

Phase II

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Page 22: Fundraising Presentation - Sirius Real Estate Limited 2017 - Equity Raise - V6A... · This Presentation does not constitute an offer to sell or a solicitation of an offer to purchase

> Acquisition Portfolio Contribution & Yields

SITE

TOTAL ACQUISITION

COSTS *

BANK DEBT**

RENTAL INCOME

NET OPERATING

INCOME

INITIAL PURCHASE

YIELD

BANK INTEREST

CASH FLOW BEFORE

AMORTISATION & CAPEX

CASH ON CASH YIELD

STUTTGART I € 7,444,500 € 3,400,000 € 969,305 € 767,257 10.3% € 85,000 € 682,257 16.9%

STUTTGART II € 5,688,562 € 2,624,105 € 510,835 € 493,900 8.7% € 65,603 € 428,298 14.0%

BADEN- WÜRRTTEMBERG

€ 18,855,093 € 8,750,000 € 1,845,715 € 1,561,120 8.3% € 218,750 € 1,342,370 13.3%

COLOGNE € 19,038,770 € 8,937,500 € 1,511,047 € 1,397,636 7.3% € 223,438 € 1,174,199 11.6%

SUBTOTAL € 51,026,925 € 23,711,605 € 4,836,903 € 4,219,913 8.3% € 592,790 € 3,627,123 13.3%

AACHEN € 7,182,500 € 3,250,000 € 532,424 € 512,249 7.1% € 81,250 € 430,999 11.0%

TOTAL € 58,209,425 € 26,961,605 € 5,369,327 € 4,732,163 8.1% € 674,040 € 4,058,123 13.0%

* Purchase price plus acquisition costs and excluding financing costs ** Assumes 50% Loan to Value at 2.5% all-in cost of debt ^ All calculations are based on 50% gearing. With gearing at 30% (€18m) the cash on cash return would be 10.7%

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Page 23: Fundraising Presentation - Sirius Real Estate Limited 2017 - Equity Raise - V6A... · This Presentation does not constitute an offer to sell or a solicitation of an offer to purchase

> Acquisition Portfolio Size and Usage

SITE

TOTAL PLOT AREA (SQM)

TOTAL LETTABLE AREA

(SQM)

OFFICE (SQM)

WAREHOUSE (SQM)

PRODUCTION (SQM)

SERVICE / RETAIL /OTHER (SQM)

STUTTGART I 24,388 26,917 7,281 11,911 3,515 4,210

STUTTGART II 3,216 5,838 4,867 764 207

BADEN- WÜRRTTEMBERG

91,337 47,535 11,062 15,625 20,169 679

COLOGNE 29,586 13,640 7,889 4,117 1,635

SUBTOTAL 148,527 93,931 31,098 32,417 23,684 6,731

AACHEN 22,000 9,679 2,491 7,188

TOTAL 170,527 103,610 33,589 39,605 23,684 6,731

CAPITAL VALUE

€/PSQM

277

974

397

1,285

527

742

547

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Page 24: Fundraising Presentation - Sirius Real Estate Limited 2017 - Equity Raise - V6A... · This Presentation does not constitute an offer to sell or a solicitation of an offer to purchase

> Acquisition Portfolio Vacancy, Capex & Opportunity

Type Total (sqm) Occupancy Vacant (SqM) Vacant Space to Invest In (SqM)

Capex Required (€)

Vacant Space ERV (€)

Office 33,590 90.6% 3,149 1,977 324,137 204,030

Warehouse 39,605 78.1% 8,689 6,055 559,865 273,032

Production 23,684 78.0% 5,212 3,605 283,681 175,724

Other 6,731 100.0% 0 0 0 0

TOTAL 103,610 83.5% 17,050 11,637 1,167,683 652,785

TYPE

TOTAL (SQM)

OCCUPANCY

VACANT (SQM)

VACANT SPACE TO INVEST IN (SQM)

CAPEX REQUIRED (€)

VACANT ERV* (€)

OFFICE 33,590 90.6% 3,149 1,977 324,137 204,030

WAREHOUSE 39,605 78.1% 8,689 4,298 559,865 273,032

PRODUCTION 23,684 78.3% 5,135 3,605 283,681 175,724

OTHER 6,731 100.0% 0 0 0 0

TOTAL 103,610 83.6% 16,973 9,880 1,167,683 652,785

* 5 year business plan assumes we develop and re-let 9,880 sqm of total vacancy.

* 2,704 sqm of vacancy is structural void.

* The remaining 4,389 sqm could be developed by spending a further € 293,000 to generate € 137,500 of rental income. 24

Page 25: Fundraising Presentation - Sirius Real Estate Limited 2017 - Equity Raise - V6A... · This Presentation does not constitute an offer to sell or a solicitation of an offer to purchase

>

Appendices

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Page 26: Fundraising Presentation - Sirius Real Estate Limited 2017 - Equity Raise - V6A... · This Presentation does not constitute an offer to sell or a solicitation of an offer to purchase

>

• 34%

• 10.5%

• 4.1

Smart Space Products

Over 75k

TOTAL SQM

€3m

RENT ROLL

€6.12

RATE PSM

TOTAL SQM

OCCUPIED SQM

OCCUPANCY (%)

ANNUAL RENT € (EX S/CHARGE)

% TOTAL ANNUAL RENT

RATE PSQM (EX S/CHARGE)

SMSP OFFICE 21,188 16,123 76% 1,468,219 48% 7.59

SMSP WORKBOX 4,828 4,047 84% 272,706 9% 5.57

SMSP STORAGE 16,760 10,186 61% 634,882 21% 5.19

FLEXILAGER 32,887 10,838 33% 651,761 22% 5.01

SMSP TOTAL 75,663 41,194 54% 3,027,567 100% 6.12

54%

OCCUPANCY

» SMSP currently represents around 6% of total lettable area with plans to get to 8% in next 12 months

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Page 27: Fundraising Presentation - Sirius Real Estate Limited 2017 - Equity Raise - V6A... · This Presentation does not constitute an offer to sell or a solicitation of an offer to purchase

> Service Charge Recovery

• 34%

• 10.5%

• 4.1

€0.3M

IMPROVEMENT IN IRRECOVERABLE COSTS

>84%

RECOVERY ACHIEVED AGAINST AVERAGE OCCUPANCY

» Recovery of over 84% achieved against average occupancy of 76%

» Further improvement of €0.3m in irrecoverable costs in period

MAR 10 €m

MAR 11 €m

MAR 12 €m

MAR 13 €m

MAR 14 €m

MAR 15 €m

SERVICE CHARGE RECOVERY

24.8 26.6 29.4 31.3 33.1 34.0

SERVICE CHARGE COSTS (35.7) (35.9) (37.6) (38.4) (39.6) (40.3)

IRRECOVERABLE COSTS (10.9) (9.3) (8.2) (7.1) (6.6) (6.3)

RECOVERY PERCENTAGE 69.5% 74.1% 78.2% 81.5% 83.4% 84.4%

AVERAGE OCCUPANCY 72.0% 76.0% 77.0% 77.0% 75.0% 76.0%

RECOVERY RATE 96.5% 97.5% 101.5% 105.8% 111.2% 111.1%

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Page 28: Fundraising Presentation - Sirius Real Estate Limited 2017 - Equity Raise - V6A... · This Presentation does not constitute an offer to sell or a solicitation of an offer to purchase

> Core Portfolio Vacant Space Analysis

VACANT SPACE ANALYSIS MARCH 2015 VACANT SQM

CAPEX PLANNED

ERV @ 100% LET

RATE PER SQM

INVESTED TO DATE

% OF TOTAL CORE PORTFOLIO

LETTABLE CONVENTIONAL SPACE 42,001 0 1,764,025 3.50 0 4.7%

LETTABLE SMARTSPACE & FLEXILAGER 27,483 0 1,813,860 5.50 0 3.1%

UNLETTABLE 12,898 0 0 0.00 0 1.4%

VACANCY 82,381 0 3,577,884 3.62 0 9.2%

SPACE REQUIRING LIGHT INVESTMENT 5,748 822,500 241,413 3.50 0 0.6%

SPACE REQUIRING HEAVY INVESTMENT 32,937 4,283,049 2,059,856 5.21 537,969 3.7%

VACANCY NEEDS INVESTMENT 38,685 5,105,549 2,301,269 4.96 537,969 4.3%

VACANCY ACQUISITIONS 19,295 1,922,830 1,526,886 6.59 2.1%

TOTAL CORE VACANCY (INCL ACQUISITIONS) 140,361 7,028,379 7,406,039 4.40 537,969 15.6%

VACANCY SITES FOR SALE 98,476

TOTAL VACANCY 238,837

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Page 29: Fundraising Presentation - Sirius Real Estate Limited 2017 - Equity Raise - V6A... · This Presentation does not constitute an offer to sell or a solicitation of an offer to purchase

> Core Pre- Acquisition Portfolio – Major Projects

» The capex initiative was initially focused on approx. 100,000sqm of unlettable or under-rented space and

this covered around 50% of the vacant space of the core assets at the time

» Major projects on space that is vacant & unlettable (as disclosed above) or significantly under-rented

(circa 8,000sqm)

» Approx. 62% of major projects completed or commenced

» Total investment programme to be completed by March 2016 with full rental returns expected March 17

Area Investment Rental Increase

€ Occupancy Rate

Sqm Budget Actual Budget Achieved to Date Budget

Achieved to Date Budget

Achieved to Date

Completed 37,860 €3,754,000 €3,120,764 €2,096,785 €1,962,116 80% 74% 5.77 5.82

In Progress 10,870 €1,895,500 €537,969 €575,611 €0 80% 5.52

To be Commenced 22,067 €2,387,549 €0 €1,072,274 €0 80% 5.06

Total 70,797 €8,037,049 €3,658,733 €3,744,670 €1,962,116 80% 5.51

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