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Supermarket Income REIT PLC

AGM Information Dec 16, 2025

4984_agm-r_2025-12-16_20241fbc-4cbc-4552-8366-f3ed18a817c5.pdf

AGM Information

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Company Number: 10799126 THE COMPANIES ACT 2006 SPECIAL BUSINESS of Supermarket Income REIT plc (the "Company")

At the annual general meeting of the Company, duly convened and held at 10:00 a.m. on 24 November 2025 at the office of Macfarlanes LLP, 20 Cursitor Street, London, EC4A 1LT the following resolutions were passed as Special Business. Resolutions 3, 4, and 15 were passed by the Company as ordinary resolutions and resolutions 16, 17, 18, 19 were passed as special resolutions.

(Passed on 24 November 2025)

ORDINARY RESOLUTIONS

    1. IT WAS RESOLVED THAT the Company's dividend policy to pay four interim dividends per year be approved.
    1. IT WAS RESOLVED THAT pursuant to article 78 of the articles of association of the Company, the Directors be and they are hereby authorised, at their discretion, to offer holders of ordinary shares of £0.01 each in the capital of the Company ("Ordinary Shares") the right to elect to receive new Ordinary Shares, credited as fully paid up, instead of some or all of the dividends which may be declared or paid by the Company in the period up to and including 24 November 2028.
    1. IT WAS RESOLVED THAT the directors be generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot:
  • a) shares in the Company and to grant rights to subscribe for or convert any security into shares ("Relevant Securities") in the Company up to an aggregate nominal amount of £4,154,130; and
  • b) allot Relevant Securities comprising equity securities (as defined in section 560 of the Act) up to an aggregate nominal value of £8,308,261 (such amount to be reduced by the nominal amount of any shares allotted or rights granted under paragraph (a) of this resolution 15) in connection with an offer in favour of holders of Ordinary Shares in proportion (as nearly as may be practicable) to their existing holdings of Ordinary Shares but subject to such exclusions, limits, restrictions or other arrangements as the directors consider necessary or appropriate to deal with treasury shares, fractional entitlements, securities represented by depositary receipts, record dates or any legal, regulatory or practical problems in, or under the laws of, any territory or the requirement of any regulatory body or stock exchange or any other matter.

This authority shall expire at the end of the next annual general meeting of the Company or on 24 February 2027, whichever is earlier, save that under each authority the Company may, before such expiry, make any offers or agreements which would or might require Relevant Securities to be allotted after such expiry and the directors may allot Relevant Securities in pursuance of any such offer or agreement as if the relevant authority conferred by this resolution had not expired.

SPECIAL RESOLUTIONS

    1. IT WAS RESOLVED THAT if Resolution 15 is passed, the directors be empowered pursuant to s.570 and s.573 of the Act to allot equity securities (as defined in s.560 of the Act) for cash pursuant to the authority given by Resolution 15 and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561(1) of the Act did not apply to any such allotment or sale, such power to be limited:
  • a) to the allotment of equity securities in connection with an offer of equity securities (including, without limitation, under a rights issue, open offer or similar arrangement) in favour of holders of Ordinary Shares in proportion as nearly as may be practicable) to their existing holdings of Ordinary Shares but subject to such exclusions, limits, restrictions or other arrangements as the directors consider necessary or appropriate to deal with treasury shares, fractional entitlements, securities represented by depositary receipts, record dates or any legal, regulatory or practical problems in, or under the laws of, any territory or the requirement of any regulatory body or stock exchange or any other matter;
  • b) to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to an aggregate nominal amount of £1,246,239; and
  • c) to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) or paragraph (b) above) up to an aggregate nominal amount equal to 20 per cent of any allotment of equity securities or sale of treasury shares from time to time under paragraph (b) above, such power to be used only for the purposes of making a follow-on offer which the directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice.

This power shall expire at the end of the next annual general meeting of the Company (or, if earlier, at the close of business on 24 February 2027) but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired

    1. IT WAS RESOLVED THAT if Resolution 15 is passed, the directors be empowered pursuant to s.570 and s.573 of the Act in addition to any authority granted under Resolution 16 to allot equity securities (as defined in the Act) for cash under the authority given by Resolution 15 and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561(1) of the Act did not apply to any such allotment or sale, such power to be:
  • a) limited to the allotment of equity securities or sale of treasury shares up to an aggregate nominal amount of £1,246,239 and such power to be used only for the purposes of financing (or refinancing, if the power is to be used within 12 months after the original transaction) a transaction which the directors determine to be either an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice; and
  • b) limited o the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to an aggregate nominal amount equal to 20 per cent

of any allotment of equity securities or sale of treasury shares from time to time under paragraph (a) above, such power to be used only for the purposes of making follow on offer which the directors determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice.

This power shall expire at the end of the next annual general meeting of the Company (or, if earlier, at the close of business on 24 February 2027) but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

    1. IT WAS RESOLVED THAT the Company be generally and unconditionally authorised pursuant to s.701 of the Act to make market purchases (within the meaning of s.693(4) of the Act) of its Ordinary Shares each on such terms and in such manner as the directors shall determine, provided that:
  • a) The maximum number of Ordinary Shares hereby authorised to be purchased is 186,811,253;
  • b) the maximum price which may be paid for each Ordinary Share shall be the higher of:
    • (i) 5 per cent above the average of the middle market quotations for an Ordinary Share (as derived from The London Stock Exchange Daily Official List) for the five business days immediately before the day on which the purchase is made/such share is contracted to be purchased; and
    • (ii) the he higher of the price of the last independent trade and the highest current independent bid on the trading venue where the purchase is carried out (in each case exclusive of expenses); and
    • (iii) theminimum price whichmay be paid for each Ordinary Share shall be £0.01 (exclusive of all expenses).

This authority (unless previously revoked, varied or renewed) shall expire at the earlier of the end of the next annual general meeting of the Company or 24 February 2027 except in relation to the purchase of Ordinary Shares the contract for which was concluded before the expiry of this authority and which will or may be executed wholly or partly after such expiry, where the Company may make a purchase of ordinary shares in pursuance of any such contract or contracts.

  1. IT WAS RESOLVED THAT general meetings (other than any annual general meeting) of the Company may be called on not less than 14 clear days' notice, provided that this authority shall expire at the conclusion of the Company's next annual general meeting.

……………………………………

Helen Richardson

For and on behalf of SGH Company Secretaries Limited, Company Secretary

24 November 2025

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