SA CORPORATE REAL ESTATE LIMITED - Results of annual general meeting and changes to the board, board committees and functions of directors

Results of annual general meeting and changes to the board, board committees and functions of directors

SA CORPORATE REAL ESTATE LIMITED
Incorporated in the Republic of South Africa
(Registration number 2015/015578/06)
Share code: SAC ISIN: ZAE000203238
(Approved as a REIT by the JSE)
("SA Corporate" or the "Company")

RESULTS OF ANNUAL GENERAL MEETING AND CHANGES TO THE BOARD, BOARD COMMITTEES AND
FUNCTIONS OF DIRECTORS

RESULTS OF ANNUAL GENERAL MEETING
Shareholders are advised that the voting results for the annual general meeting ("AGM") of SA Corporate held on
Thursday, 5 June 2025 were as follows:

  Resolution                                                 Number of     Percentage       For**   Against**   Abstained***
                                                          shares voted      of shares
                                                                            in issue*

  Ordinary resolution number 1:                          2 157 396 425         82.18%     100.00%       0.00%          0.01%
  Re-election of Ms N Ford-Hoon(Fok) as an
  independent non-executive director of the
  Company
  Ordinary resolution number 2:                          2 157 396 425         82.18%     100.00%       0.00%          0.01%
  Re-election of Ms SS Mafoyane as an independent
  non-executive director of the Company
  Ordinary resolution number 3:                          2 157 396 425         82.18%     100.00%       0.00%          0.01%
  Re-election of Adv OR Mosetlhi as an independent
  non-executive director of the Company
  Ordinary resolution number 4:                          2 157 396 425         82.18%     100.00%       0.00%          0.01%
  Election of Ms JA Finn as an independent non-
  executive director of the Company
  Ordinary resolution number 5.1:                        2 157 396 425         82.18%     100.00%       0.00%          0.01%
  Election of Ms N Ford-Hoon(Fok) as a member of
  the Audit and Risk Committee
  Ordinary resolution number 5.2:                        2 157 396 425         82.18%      93.40%       6.60%          0.01%
  Election of Ms SS Mafoyane as a member of the
  Audit and Risk Committee
  Ordinary resolution number 5.3:                        2 157 396 425         82.18%     100.00%       0.00%          0.01%
  Election of Ms JA Finn as a member of the Audit
  and Risk Committee
  Ordinary resolution number 6.1:                        2 157 396 425         82.18%     100.00%       0.00%          0.01%
  Election of Ms SS Mafoyane as a member of the
  Social, Ethics and Environmental Committee
  Ordinary resolution number 6.2:                        2 157 396 425         82.18%     100.00%       0.00%          0.01%
  Election of Ms JA Finn as a member of the Social,
  Ethics and Environmental Committee
  Ordinary resolution number 6.3:                        2 157 396 425         82.18%     100.00%       0.00%          0.01%
  Election of Adv OR Mosetlhi as a member of the
  Social, Ethics and Environmental Committee
  Ordinary resolution number 7:                          2 157 396 425         82.18%      99.72%       0.28%          0.01%
  Re-appointment of PwC as independent external
  auditor
  Ordinary resolution number 8:                          2 157 396 425         82.18%      99.69%       0.31%          0.01%
  To place the unissued authorised ordinary shares
  under the control of the directors 
  Ordinary resolution number 9:                          2 157 396 425         82.18%      99.89%       0.11%          0.01%
  Specific authority to issue shares to afford
  shareholders distribution reinvestment alternatives
  Ordinary resolution number 10:                         2 156 641 103         82.15%      99.59%       0.41%          0.04%
  General but restricted authority to issue shares for
  cash
  Ordinary resolution number 11:                         2 157 396 425         82.18%     100.00%       0.00%          0.01%
  Authorisation of directors and/or the company
  secretary
  Ordinary resolution number 12:                         2 157 396 425         82.18%      93.35%       6.65%          0.01%
  Non-binding advisory vote - Endorsement of
  remuneration policy of the Company
  Ordinary resolution number 13:                         2 157 396 425         82.18%      93.35%       6.65%          0.01%
  Non-binding advisory vote - Endorsement of the
  implementation of the remuneration policy of the
  Company
  Special resolution number 1:                           2 156 641 103         82.15%      99.65%       0.35%          0.04%
  Financial assistance to related or inter-related
  parties
  Special resolution number 2:                           2 156 641 103         82.15%      99.88%       0.12%          0.04%
  Financial assistance for the subscription and/or
  purchase of securities in the Company or in related
  or inter-related companies
  Special resolution number 3:                           2 157 396 425         82.18%      91.51%       8.49%          0.01%
  Approval of non-executive directors' fees
  Special resolution number 4:                           2 157 396 425         82.18%      99.93%       0.07%          0.01%
  Authority to issue shares to directors who elect to
  reinvest their distributions under the reinvestment
  option
  Special resolution number 5:                           2 157 396 425         82.18%      96.20%       3.80%          0.01%
  General authority to repurchase shares

*       Based on 2 625 247 699 shares in issue at the date of the AGM.
**      In relation to the total number of shares voted at the AGM.
***     In relation to the total number of shares in issue at the date of the AGM.

Based on the above voting results, all resolutions were passed by the requisite majority of SA Corporate
shareholders present in person or represented by proxy at the AGM.

RETIREMENT OF DIRECTORS, CHANGES TO THE COMPOSITION OF THE BOARD OF DIRECTORS, BOARD
COMMITTEES AND BOARD FUNCTIONS

In accordance with Section 3.59 of the Listings Requirements of the JSE Limited, SA Corporate shareholders are
advised of the following changes to the composition of the SA Corporate Board of Directors ("Board"), the
composition of the Board's committees and Board functions.

All changes noted below are effective from the conclusion of the AGM held earlier today.

Retirement of Mr MA Moloto and Ms EM Hendricks:

Mr MA Moloto and Ms EM Hendricks both retired from the Board. In their respective roles as Chairman of the Board
and Chairman of the Social, Ethics and Environmental Committee ("SEEC"), Mr Moloto and Ms Hendricks have
each served the Board with distinction since 2014 as non-executive directors ("NEDs"). Their leadership and
unwavering commitment have made a significant impact on SA Corporate's governance standards and strategic
direction. The Board and management thanks them both for their invaluable contributions and dedicated service,
and wish them all the very best in their retirement.

Chairman of the Board and Lead Independent Director:

Mr GJ Heron has been elected as the new Chairman of the Board. Adv OR Mosetlhi retired as lead independent
director ("LID") and Ms N Ford-Hoon(Fok) has been elected as the Board's new LID.

Size and Composition of the Board:

Having considered the nature, complexity and size of the SA Corporate group (the "Group"), and also taking into
account depth of available skills and experience, diversity, the balance between NEDs and executive directors,
industry norms and benchmarking, and the prudent management of board-related costs, the Board resolved to
restructure its composition and keep the number of NEDs at five and reduce the number of executive directors from
four to two.
In this regard, and in respect of the executive directors, both Ms NNN Radebe, the Group's Chief Operating Officer
("COO"), and Mr SJ Mojalefa, Head of Corporate Finance ("HoCF"), will step down as executive directors. Ms
Radebe and Mr Mojalefa retain their executive management positions as COO and HoCF, respectively, within the
Group.

As a consequence of the Board's restructuring noted above, only the Group's Chief Executive Officer ("CEO"), Mr
TR Mackey, and the Group's Chief Financial Officer ("CFO"), Mr SY Moodley, will remain on the Board as executive
directors.

As to the remaining NEDs, their independence was reviewed by the Board, with the assistance of the Nomination
Committee ("NomCo"), against the King IV™ indicators of independence, on a substance-over-form basis, and the
Board concluded that all NEDs serving on the Board are independent.

Following the aforementioned restructuring, the SA Corporate Board now comprises the following directors:

 Mr GJ Heron                              Independent NED and Chairman of the Board
 Ms N Ford-Hoon(Fok)                      Independent NED and LID
 Ms SS Mafoyane                           Independent NED
 Ms JA Finn                               Independent NED
 Adv OR Mosetlhi                          Independent NED
 Mr TR Mackey                             Executive Director and CEO
 Mr SY Moodley                            Executive Director and CFO

Composition of the Board's Committees:

Audit and Risk Committee ("ARC"):

Following his election as Chairman of the Board, Mr GJ Heron retired from the ARC. The ARC now comprises the
following members as elected at the AGM:

    •   Ms N Ford-Hoon (Fok)
    •   Ms JA Finn
    •   Ms SS Mafoyane

    Ms N Ford-Hoon(Fok) is the Chairman of the ARC.

SEEC:

Following Ms EM Hendricks' retirement as NED and Chairman of the SEEC, Ms SS Mafoyane has been appointed
as the new Chairman of the SEEC by the Board. The SEEC now comprises the following members as elected at
the AGM:

    •   Ms SS Mafoyane
    •   Adv OR Mosetlhi
    •   Ms JA Finn

Remuneration Committee ("RemCo"):

Following Mr MA Moloto's retirement as NED, Mr GJ Heron has been appointed as a member of the RemCo. The
RemCo now comprises the following members:

    •   Adv OR Mosetlhi
    •   Mr GJ Heron
    •   Ms SS Mafoyane

    Adv Mosetlhi is the Chairman of RemCo.

NomCo:

The members of NomCo remain unchanged, and are:
    •   Adv OR Mosetlhi
    •   Ms N Ford-Hoon(Fok)
    •   Mr GJ Heron

    Adv Mosetlhi is the Chairman of NomCo.

Investment Committee ("IC"):

Following Mr MA Moloto's retirement as NED, the IC now comprises the following members:

    •   Mr GJ Heron
    •   Ms N Ford-Hoon(Fok)
    •   Adv OR Mosetlhi
    •   Mr TR Mackey

    Mr GJ Heron is the Chairman of the IC.


The Board is satisfied that its committees are all appropriately and duly constituted.

Johannesburg
5 June 2025

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

Date: 05-06-2025 01:45:00
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