MAS PLC — Proxy Solicitation & Information Statement 2019

Oct 31, 2019

MAS REAL ESTATE INC.

ROMAN

VALUE CENTRE

NOTICE OF ANNUAL SHAREHOLDERS' MEETING 2019

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NOTICE OF ANNUAL SHAREHOLDERS' MEETING

NOTICE OF ANNUAL SHAREHOLDERS' MEETING

MAS Real Estate Inc. ("MAS" or the "company")

Contents

Letter to shareholders
page 3

Notice of annual shareholders' meeting
page 4

SA form of proxy*
page 9

• European forms of proxy and forms of instruction will be distributed as appropriate

IMPORTANT DATES TO NOTE:

2019

Record date for receipt of notice purposes
Friday, 25 October

Last day to trade in order to be eligible to participate in and vote at the Shareholders Meeting
Tuesday, 26 November

Record date for voting purposes
Friday, 29 November

Last day to lodge forms of proxy by 10:00 a.m. (GMT) /12:00 (SA, time) on
Tuesday, 3 December

Annual meeting of shareholders held at 10:00 a.m. (GMT) /12:00 (SA, time) on
Thursday, 5 December

Results of the annual meeting of shareholders released on
Thursday, 5 December

Roman Value Centre, Roanoke

MAS REAL ESTATE INC. "MAS" MEETING SERVICE

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MAS REAL ESTATE INC NOTICE TO SHAREHOLDERS

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the action you should take you are recommended to consult your CSDP, stockbroker, banker, legal adviser immediately, accountant or other professional advisor immediately. If you have disposed of all your shares in MAS then this document but not the accompanying proxy form, should be forwarded to the purchaser of your shares, or the CSDP, stockbroker, banker or agent through whom you have disposed of your shares.

To the shareholders

31 October 2019

Dear Shareholder,

Notice of Annual Shareholders' Meeting ("Notice") of MAS Real Estate Inc. ("MAS" or the "Company") and release of the Integrated Annual Report 2019 ("IAR")

1. ANNUAL SHAREHOLDERS' MEETING

The annual shareholders' meeting of the Company has been convened for 10:00 (GMT) on Thursday, 5 December 2019 to be held at the Company's business address at 2nd Floor, Clarendon House, Victoria Street, Douglas, Isle of Man, IM1 2LN. The resolutions to be proposed are included in the Notice attached to this letter. The Notice, together with the SA form of proxy and examples of the European form of proxy and form of instruction are also available for viewing on the company's website at http://www.masrei.com/investor-relations/corporate-documents/

2. RELEASE OF THE IAR

Shareholders are advised that the IAR has been released and is available for viewing on the Company's website at www.masrei.com/investor-relations/company-reports/financial-results. Being mindful of the environmental impact, the Company has decided not to post printed versions of the IAR to all shareholders. However, if you wish to receive a paper copy of the IAR by post, please contact the Company by either of the following methods:

By email: info@masrei.com

(Please quote 'Request annual report' in your email header and provide your full postal address)

By post: The group company secretary

MAS Real Estate Inc.

2nd Floor, Clarendon House

Victoria Street

Douglas

Isle of Man, IM1 2LN

(Please quote 'Request annual report' in your letter)

3. ACTION TO BE TAKEN

Notice

A notice convening the shareholders' meeting is attached to and forms part of this document. Forms of proxy are enclosed with this document for use at the annual shareholders' meeting. There are different forms of proxy for shareholders on the European and South African registers. If you are a shareholder, whether or not you intend to attend the annual shareholders' meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon.

To be valid, the forms of proxy for use by shareholders on both the European and South African registers must be completed and returned, in accordance with the instructions printed thereon to be received by no later than 10:00 a.m. (GMT) on 3 December 2019. Forms of instruction for depositary interest holders must be completed and returned, in accordance with the instructions printed thereon to be received by no later than 10:00 a.m. (GMT) on 2 December 2019.

Shareholders on the South African register who wish to be represented at the annual shareholders' meeting must provide their CSDP or broker with their voting instructions in terms of the custody agreement entered into between themselves and the CSDP or broker in the manner and time stipulated therein.

4. IMPORTANT NOTE TO PLEASE COMPLETE YOUR VOTES FOR ALL DEPENDANT RESOLUTIONS

Shareholders are informed that Resolutions number 11 and 12 are dependent upon the resolutions set out in the Circular dated 28 October 2019 being passed. The Circular provides details of the proposed acquisition by MAS of PK's effective economic interest in Investment JV, together with the Property Management Platform in exchange for the Consideration Shares (the "Transaction"), and associated resolutions, as more fully detailed in the Circular. In the event that the resolutions set out in the Circular are not passed, then Resolutions 11 and 12 will apply and you should complete your voting for all resolutions in the Notice, including the dependent resolutions

5. RECOMMENDATION

Subject to the results of the shareholders' voting in respect resolutions contained in the Circular, the directors consider that the adoption of the resolutions contained in the Notice is in the best interests of the Company and shareholders as a whole. Accordingly, the directors recommend that shareholders vote in favour of the resolutions to be proposed at the annual shareholders' meeting.

Yours sincerely

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NOTICE OF ANNUAL SHAREHOLDERS' MEETING

NOTICE TO SHAREHOLDERS

MAS Real Estate Inc. ("MAS" or the "company")

NOTICE IS HEREBY GIVEN THAT AN ANNUAL MEETING OF THE SHAREHOLDERS OF THE COMPANY WILL BE HELD AT 2nd FLOOR, CLARENDON HOUSE, VICTORIA STREET, DOUGLAS, ISLE OF MAN ON 5 DECEMBER 2019 AT 10.00 a.m. (GMT) FOR THE FOLLOWING PURPOSES:

(All resolutions require a majority of in excess of 50% of the voting rights exercised in relation thereto to be passed unless otherwise stated)

IT IS RESOLVED:

RESOLUTION NUMBER 1

To receive and adopt the audited annual financial statements for the year ended 30 June 2019 and the directors' report and the auditors' report.

The audited consolidated annual financial statements of the company and its subsidiaries, including the auditors' report and the directors' report for the year ended 30 June 2019 will be presented to the shareholders at the annual shareholders' meeting. A complete set of the audited consolidated annual financial statements together with the aforementioned reports are set out on pages 85 to 192 of the integrated annual report.

RESOLUTION NUMBER 2

To re-appoint PricewaterhouseCoopers LLC (PwC) as the auditors of the company

The audit and risk committee has assessed the suitability of PwC and the designated audit partner Nicola Shepstone, and recommends their re-appointment as auditors of the company.

RESOLUTION NUMBER 3

To re-elect Glynnis Carthy as a non-executive director, who retires by rotation in accordance with the articles of association of the company and, being eligible, has offered herself for re-election.

Glynnis is an independent non-executive director. She is an Independent Financial Reporting Advisor, with over 20 years' experience interpreting and consulting on IFRS. Previously she was a member of the Financial Reporting Investigations Panel of the JSE and SAICA's Accounting Practices Committee. Glynnis is based in England.

RESOLUTION NUMBER 4

To re-elect Jaco Jansen as a non-executive director, who retires by rotation in accordance with the articles of association of the company and, being eligible, has offered himself for re-election for a further period of one year, due to his existing tenure of nine years or more on the board.

Jaco was reclassified as an independent non-executive director of MAS. As noted MAS' integrated annual report for the year ended 30 June 2019, the renumeration and nomination committee of the board has reviewed the independence of each non-executive director and has re-classified Jaco's status from non-executive to independent non-executive director. Previously Jaco was the head of the investment services division at a global wealth advisory and administration business advising to private and institutional clients. Jaco is now the CEO of Artisan Real Estate Investors Limited and is based in the Isle of Man.

RESOLUTION NUMBER 5

To confirm the appointment of Melt Hamman as a non-executive director.

Melt was appointed to the board as a non-executive director on 14 December 2018. He is the CEO of Attacq Ltd. Melt has extensive experience in real estate, banking and business operations. Melt is based in Gauteng, South Africa.

RESOLUTION NUMBER 6

To confirm the transition of Malcolm Levy to a non-executive director.

Malcolm was a co-founder of the business and originally served as MAS' CFO for over 9 years' following the group's inception. He transitioned to a non-executive director role in June 2019. Prior to joining MAS, he was an equities fund manager and investment analyst in London. Malcolm is based in the Isle of Man.

MAS REAL ESTATE INC NOTICE TO SHAREHOLDERS

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RESOLUTION NUMBER 7

General authority to repurchase issued shares (requiring the support of at least 75% of the voting rights in the company exercised in relation thereto to be passed)

To provide general authority to the company or any of its subsidiaries, acting on the company's behalf, to acquire shares issued by the company, subject to the provisions of the company's articles of association ("Articles of Association"), the BVI Business Companies Act 2004 ("BVI Companies Act"), Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (the "MAR"), the Listings Requirements of the JSE Limited ("JSE") ("JSE Listings Requirements") and the rules and regulations of the Luxembourg Stock Exchange ("LuxSE") ("LuxSE Rules"), and subject to the following provisions of the JSE Listings Requirements:

• any acquisition of shares shall be implemented through the order book of the JSE or the LuxSE and without prior arrangement;
• this general authority shall be valid until the company's next annual meeting of shareholders or 15 months from the date of passing this resolution, whichever is the earlier;
• the company (or any subsidiary acting on company's behalf) is duly authorised by its Articles of Association to do so;
• acquisitions of shares in the aggregate in any one financial year/period shall not exceed 15% of the company's issued ordinary share capital as at the date of passing this resolution;
• in determining the price at which shares issued by the company are acquired by it or any of its subsidiaries in terms of this general authority, the maximum premium at which such shares may be acquired will be 10% of the weighted average of the market value on the JSE over the 5 business days immediately preceding the repurchase of such shares;
• at any point in time the company (or any subsidiary acting on the Company's behalf) may appoint only one agent to effect repurchases on its behalf;
• repurchases may not take place during a prohibited period (as defined in paragraph 3.67 of the JSE Listings Requirements) unless a repurchase programme is in place (where the dates and quantities of shares to be repurchased during the prohibited period are fixed) and has been submitted to the JSE in writing prior to commencement of the prohibited period;
• an announcement will be published as soon as the company or any of its subsidiaries acting on the company's behalf have acquired shares constituting, on a cumulative basis, 3% of the number of shares in issue prior to the granting of the repurchase authority and pursuant to which the aforesaid threshold is reached, and for each 3% in aggregate acquired thereafter, containing full details of such repurchases; and
• the board of directors of the company must resolve that the repurchase is authorised, the company and its subsidiaries have passed the solvency and liquidity test and since that test was performed, there have been no material changes to the financial position of the group.

The directors undertake that, after considering the maximum number of shares that may be repurchased and the price at which the repurchases may take place pursuant to the general authority, for a period of 12 months after the date of the meeting convened in terms of this notice:

• the company and the group will, in the ordinary course of business, be able to pay its debts;
• the consolidated assets of the company and the group fairly valued in accordance with International Financial Reporting Standards will exceed the consolidated liabilities of the company and the group fairly valued in accordance with International Financial Reporting Standards; and
• the company's and the group's share capital, reserves and working capital will be adequate for ordinary business purposes.

The reason for this resolution is to afford the company a general authority to effect a repurchase of the company's shares on the LuxSE and/or the JSE. The effect of this resolution will be that the directors of the company will have the authority, subject to the company's Articles of Association, the BVI Companies Act, the MAR, the JSE Listings Requirements and the LuxSE Rules, to effect repurchases of the company's shares.

The following information, which appears in the integrated annual report, is provided in terms of the JSE Listings Requirements for purposes of this general authority:

Major shareholders – page 193

Share capital of the company – page 193

DIRECTORS' RESPONSIBILITY STATEMENT

The directors of the company collectively and individually accept full responsibility for the accuracy of the information pertaining to this resolution and certify that, to the best of their knowledge and belief, there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that this resolution contains all the information required by the JSE Listings Requirements and the LuxSE Rules.

MATERIAL CHANGES

Other than the facts and developments reported on in the integrated annual report, there have been no material changes in the affairs or financial position of the company and its subsidiaries since the date of signature of the audited annual financial statements and up to the date of this notice.

MAS REAL ESTATE INC NOTICE TO SHAREHOLDERS

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NOTICE OF ANNUAL SHAREHOLDERS' MEETING

RESOLUTION NUMBER 8

General authority to issue shares for cash pursuant to article 3.12.1(e) of the articles of association (requiring the support of at least 75% of the voting rights in the company exercised in relation thereto to be passed)

To provide a general authority in accordance with Article 3.12.1(e) of the company's Articles of Association, to authorise the directors to allot and issue for cash 63,749,379 shares, equating to 10% of the issued share capital of the company (excluding treasury shares) on a non-pre-emptive basis as they shall in their discretion deem fit, subject to the provisions of the JSE Listings Requirements and the rules of the Luxembourg Stock Exchange and subject to the restrictions set out below, namely that:

• the general authority shall only be valid until the next annual meeting of shareholders of the company, or 15 months from the date of passing of this resolution, whichever is the earlier;
• the shares which are the subject of the issue for cash must be of a class already in issue or, where this is not the case, must be limited to such shares or rights as are convertible into a class already in issue;
• the allotment and issue of shares for cash shall be made only to persons qualifying as 'public shareholders', as defined in the JSE Listings Requirements and not to 'related parties';
• the total aggregate number of shares which may be issued for cash in terms of this authority, including the issue of securities or instruments which are or may be compulsory convertible into shares of any class, may not exceed 63,749,379 shares, equating to 10% of the company's issued shares (excluding treasury shares) as at the date of this notice of the annual meeting of shareholders of the company. Accordingly, any shares issued under this authority prior to the authority lapsing shall be deducted from the total number of shares the company is authorised to issue pursuant to this authority for the purpose of determining the remaining number of shares that may be issued under this authority;
• in the event of a sub-division or consolidation of shares prior to this authority lapsing, the existing authority shall be adjusted pro rata to represent the same allocation ratio;
• the maximum discount at which shares may be issued under this authority is 10% of the weighted average traded price on the JSE of such shares measured over the 30 business days prior to the date that the price of the issue is agreed between the company and the party(ies) subscribing for the shares;

• after the company has issued shares for cash, representing 5% or more of the number of shares in issue prior to that issue, on a cumulative basis within a financial year in terms of this general authority, the company shall publish an announcement containing full details of that issue, including:

• the number of shares issued; and

• the average discount to the weighted average traded price on the JSE over 30 business days prior to the date that the price of the issue is agreed between the company and the party(ies) subscribing for the shares, and an explanation, including supporting information (if any), of the intended use of the funds.

RESOLUTION NUMBER 9

Advisory, non-binding approval of remuneration policy

To approve, on the board's recommendation and on an advisory, non-binding basis, the company's remuneration policy as set out in part 2 of the report of the remuneration and nomination committee on pages 68 to 75 of the integrated annual report.

RESOLUTION NUMBER 10

Advisory, non-binding approval of remuneration implementation report

To approve, on the board's recommendation and on an advisory, non-binding basis, the company's remuneration implementation report as set out in part 3 of the report of the remuneration and nomination committee on pages 75 to 78 of the integrated annual report.

In terms of King IV and the JSE Listings requirements, an advisory vote should be obtained from shareholders on the remuneration policy and remuneration implementation report. The vote allows shareholders to express their views on the implementation of the company's remuneration policy but will not be binding on the company.

In the event of 25% or more of shareholders voting against resolution 9 and 10, the board of directors is committed to engaging actively with dissenting shareholders in this regard in order to ascertain the reasons therefore and to address all legitimate and reasonable objections and concerns.

IMPORTANT INFORMATION FOR SHAREHOLDERS

THE FOLLOWING RESOLUTIONS ARE DEPENDENT RESOLUTIONS

Resolutions number 11 and 12 are dependent upon the resolutions as set out in the Circular posted to MAS shareholders on Monday 28 October 2019 (the "Circular") relating to the proposed resolutions for the acquisition by MAS of the Prime Kapital interest in the investment joint venture, together with the associated property management platform, being passed. In the event that the resolutions set out in the Circular are not passed, then Resolutions 11 and 12 will apply.

MAS REAL ESTATE INC NOTICE TO SHAREHOLDERS

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IMPORTANT
PLEASE COMPLETE YOUR VOTES FOR ALL DEPENDENT RESOLUTIONS.

DEPENDENT RESOLUTION NUMBER 11

To re-elect Ronald Charles Spencer as a non-executive director who retires by rotation in accordance with the articles of association of the company and, being eligible, has offered himself for re-election until no later than 30 June 2020.

Ron has indicated his intention to resign during the 2020 financial year, once a suitable replacement chairman has been identified, and he has offered himself for re-election only for the purpose and period until a new chairman has been appointed. Ron is an independent non-executive director and the chairman of MAS. He was managing director of Merrill Lynch Investment Managers Holdings (IOM) Limited and is now the chair of the Isle of Man Gambling Supervision Commission. Ron is based in the Isle of Man.

DEPENDENT RESOLUTION NUMBER 12

To confirm the appointment of Werner Behrens as chief executive officer

Werner Behrens was appointed by the board as chief executive officer on 1 May 2019, being since the last annual shareholders' meeting and ordinarily the appointment would be due for approval at this meeting. Werner has a background in corporate and commercial law and has extensive experience as an executive in the banking and insurance industry in South Africa. Werner has relocated to be based in the Isle of Man.

IMPORTANT DATES TO NOTE:	2019
Record date for receipt of notice purposes	Friday, 25 October
Last day to trade in order to be eligible to participate in and vote at the Shareholders Meeting	Tuesday, 26 November
Record date for voting purposes	Friday, 29 November
Last day to lodge forms of proxy by 10:00 a.m. (GMT) /12:00 (SA, time) on	Tuesday, 3 December
Annual meeting of shareholders held at 10:00 a.m. (GMT) /12:00 (SA, time) on	Thursday, 5 December
Results of the annual meeting of shareholders released on	Thursday, 5 December

VOTING AND PROXIES

There are different forms of proxy for shareholders on the European and South African registers. If you are a shareholder, whether you intend to attend the annual meeting of shareholders, you are requested to complete the relevant form of proxy or form of instruction in accordance with the instructions printed thereon.

Shareholders on the European register and Depositary Interest register may vote electronically by following the instructions printed upon their applicable voting form. Forms of proxy for certificated shareholders are enclosed with this document for use at the annual meeting.

To be valid, the forms of proxy for use by shareholders on both the European and South African registers must be completed and returned, in accordance with the instructions printed thereon to be received by no later than 48 hours before the annual meeting. Forms of instruction for use by holders of depositary interests must be completed and returned in accordance with the instructions printed thereon to be received by no later than 72 hours before the annual meeting.

Shareholders on the South African register who hold their shares in dematerialised form registered in a name other than their own-name, who wish to attend the annual meeting in person, will need to request their CSDP or broker to provide them with the necessary letter of representation in terms of the custody agreement entered into between such shareholders and the CSDP or broker. Such shareholders who are unable to attend the annual meeting and who wish to be represented thereat, must provide their CSDP or broker with their voting instructions in terms of the custody agreement entered into between themselves and the CSDP or broker in the manner and time stipulated therein.

Holders of depositary interests who wish to attend the meeting in person, will need to request that their broker/ nominee make a formal request by notifying the Depositary in writing or email by no later than 72 hours before the Shareholders' Meeting.

By order of the board

Helen Cullen
Group company secretary
31 October 2019

Correspondence address:

2nd Floor, Clarendon House
Victoria Street
Douglas
Isle of Man
IM1 2LN

Note: A shareholder may be represented at the meeting by a proxy, who need not be a shareholder, to speak and vote on behalf of the shareholder. Please note the details for the return of proxy forms vary for European and South African shareholders.

MAS REAL ESTATE INC NOTICE TO SHAREHOLDERS

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NOTICE OF ANNUAL SHAREHOLDERS' MEETING

MAS REAL ESTATE INC NOTICE TO SHAREHOLDERS

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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")

SOUTH AFRICAN FORM OF PROXY

This form of proxy is for use by shareholders on the SA share register ONLY.

THIS FORM OF PROXY IS ONLY FOR USE BY:

• certificated shareholders on the SA share register; and
• own-name dematerialised shareholders on the SA share register.

For completion by the aforesaid registered shareholders who are unable to attend the Shareholders' Meeting to be held at 10:00 a.m. GMT / 12:00 p.m. (SA time) on Thursday, 5 December 2019 at 2nd Floor, Clarendon House, Victoria Street, Douglas, Isle of Man.

If you are a dematerialised shareholder, other than with own-name registration, do not use this form. Dematerialised shareholders, other than with own-name registration, should provide instructions to their appointed CSDP or broker in the form as stipulated in the agreement entered into between the shareholder and the CSDP or broker.

I/We (FULL NAMES IN BLOCK LETTERS PLEASE)

Email address

Telephone number

Cellphone number

of (address)

hereby appoint:

1. or failing him/her
2. of failing him/her
3. the chairperson of the Shareholders' Meeting

as my/our proxy to attend and speak and to vote for me/us and on my/our behalf at the Shareholders' Meeting of shareholders and at any adjournment or postponement thereof, for the purpose of considering and, if deemed fit, passing, with or without modification, the resolutions to be proposed at the Shareholders' Meeting, and to vote on the resolutions in respect of the shares registered in my/our name(s).

MAS REAL ESTATE INC NOTICE TO SHAREHOLDERS

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NOTICE OF ANNUAL SHAREHOLDERS' MEETING

Please indicate with an "X" in the appropriate spaces below how you wish your votes to be cast. Unless this is done the proxy will vote as he/she thinks fit.

Resolutions	Number of votes
	*In favour of	*Against	*Abstain
Resolution 1: To receive and adopt the audited financial statements for the year ended 30 June 2019 and the directors' report and the auditors' report
Resolution 2: To re-appoint PricewaterhouseCoopers LLC (PwC) as the auditors of the company
Resolution 3: To re-elect Glynnis Carthy
Resolution 4: To re-elect Jaco Jansen
Resolution 5: To confirm the appointment of Melt Hamman
Resolution 6: To confirm the transition of Malcolm Levy to non-executive director
Resolution 7: General authority to repurchase issued shares
Resolution 8: General authority to issue shares for cash
Resolution 9: Advisory, non-binding approval of remuneration policy
Resolution 10: Advisory, non-binding approval of remuneration implementation report

Dependent resolutions*

Resolution 11: To re-elect Ronald Charles Spencer
Resolution 12: To confirm the appointment of Werner Behrens as chief executive officer

* IMPORTANT INFORMATION FOR SHAREHOLDERS REGARDING DEPENDENT RESOLUTIONS

Resolutions number 11 and 12 are dependent upon the resolutions as set out in the circular posted to MAS shareholders on Monday 28 October 2019 (the "circular") relating to the proposed resolutions for the acquisition by MAS of the Prime Kapital interest in the investment joint venture, together with the associated property management platform being passed. In the event that the resolutions set out in the circular are not passed, then resolutions 11 and 12 will apply.

Important: Please complete your votes for all dependent resolutions.

One vote per MAS share held by shareholders, recorded in the registers on the voting record date. Unless otherwise instructed my proxy may vote or abstain from voting as he/she thinks fit.

Signed this

day of

2019

Signature

Assisted by me (where applicable)

(State capacity and full name)

A shareholder entitled to attend and vote at the Shareholders' Meeting is entitled to appoint a proxy to attend, vote and speak in his/her stead. A proxy need not be a shareholder of MAS. Each shareholder is entitled to appoint one or more proxies to attend, speak and, on a poll, vote in place of that shareholder at the Shareholders' Meeting.

Forms of proxy are requested to be delivered the transfer secretaries, Computershare Investor Services Proprietary Limited at Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196, or posted to PO Box 61051, Marshalltown, 2107, or faxed to +27 11 688 5238, or emailed to proxy@computershare.co.za, so as to arrive no later than 12:00 pm (SA time) on Tuesday, 3 December 2019. Any shareholder who completes and lodges a form of proxy will be entitled to attend, speak and vote in person at the Shareholders' Meeting should the shareholder decide to do so.

Please read notes on the page opposite

MAS REAL ESTATE INC NOTICE TO SHAREHOLDERS

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MAS REAL ESTATE INC NOTICE TO SHAREHOLDERS

NOTES TO THE FORM OF PROXY:

1. This form of proxy is for use by certificated shareholders and own-name dematerialised shareholders on the South African share register only. Certificated shareholders and own-name dematerialised shareholders unable to attend the Shareholders' Meeting, but who wish to vote, are requested to complete this form of proxy and return it (together with the power of attorney and other authority, if any, under which it is signed, or a notarially certified office copy thereof) to Computershare Investor Services (South Africa) Proprietary Limited, either by depositing it at Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196, via email to proxy@computershare.co.za, or via post to PO Box 61051 Marshalltown 2107 South Africa, to be received no later than 10:00 am (GMT) / 12:00 p.m. (SA time) on Tuesday, 3 December 2019.

2. A shareholder may insert the name of a proxy or the names of two or more alternative proxies of the shareholder's choice in the space, with or without deleting "the chairperson of the Shareholders' Meeting". The person whose name stands first on the form of proxy and who is present at the Shareholders' Meeting will be entitled to act as proxy to the exclusion of those whose names follow.

3. If the appointer is a corporation, this proxy must be executed under its common seal or under the hand of some officer or attorney duly authorised on its behalf.

4. In the case of joint holders, any one such person may sign.

5. Dematerialised shareholders who have not elected own-name registration who are unable to attend the Shareholders' Meeting, but who wish to vote, must promptly provide their CSDP or broker with their voting instructions in terms of the custody agreement entered into between that shareholder and the CSDP or broker, and must not complete this form.

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MAS REAL ESTATE INC

www.masrei.com