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abrdn Property Income Trust Ltd

Pre-Annual General Meeting Information May 17, 2021

4829_agm-r_2021-05-17_75d21146-3e64-456c-a100-a9c6a9446528.pdf

Pre-Annual General Meeting Information

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Annual General Meeting

Notice of the Annual General Meeting

Notice is hereby given that the Seventeenth Annual General Meeting of Standard Life Investments Property Income Trust Limited ('the Company') will be held at the offices of Dickson Minto, 16 Charlotte Square, Edinburgh EH2 4DF at 09:00am on Wednesday, 16 June 2021 for the following purposes:

At the time of writing, elements of the National Lockdown remain in place and shareholder attendance at AGMs is not legally permissible. It is with regret that the Board has decided that the AGM on 16 June 2021 will, by necessity, be a functional only closed AGM. Please see the Chairman's Statement for information on how to register for the Company's interactive Online Shareholder Presentation on 4 June 2021.

To consider and, if thought fit, pass the following resolutions as ordinary resolutions

1 To receive and approve the Annual Report
and Consolidated Financial Statements of the
Company for the year ended 31 December 2020.
2 To receive and approve the Directors'
Remuneration Report (excluding the Directors'
Remuneration Policy) for the year ended
31 December 2020.
u To approve the Company's dividend policy to
continue to pay a minimum of four quarterly
interim dividends per year.
4 To re-appoint Deloitte LLP as Auditor of
the Company until the conclusion of the
next Annual General Meeting.
To authorise the Board of Directors to
determine the Auditor's Remuneration.
(5 To re-elect Mike Balfour as a Director
of the Company.
To re-elect James Clifton-Brown as
a Director of the Company.
00 To re-elect Huw Evans as a Director
of the Company.
- To re-elect Jill May as a Director of
the Company.
1 (0) To re-elect Sarah Slater as a Director
of the Company.

To consider and, if thought fit, pass the following resolutions as special resolutions

To authorise the Company, in accordance with The Companies (Guernsey) Law, 2008, as amended to make market acquisitions of its own shares of 1 pence each (either for retention as treasury shares for future resale or transfer or cancellation) provided that;

  • a. the maximum number of ordinary shares herebv authorised to be purchased shall be 14.99 percent of the issued ordinary shares on the date on which this resolution is passed;
  • b. the minimum price which mav be paid for an ordinary share shall be 1 pence;
  • c. the maximum price (exclusive of expenses) which may be paid for an ordinary share shall be the higher of (i) 105 percent of the average of the middle market quotations (as derived from the Daily Official List) for the ordinary shares for the five business days immediately preceding the date of acquisition and (ii) the higher of the last independent trade and the highest current independent bid on the trading venue on which the purchase is carried out; and
  • d. unless previously varied, revoked or renewed, the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or on the expiry of 15 months from the passing of this resolution, whichever is the earlier, save that the Company may, prior to such expiry, enter into a contract to acquire ordinary shares under such authority and may make an acquisition of ordinary shares pursuant to any such contract.

That the Directors of the Company be and they are hereby generally empowered, to allot ordinary shares in the Company on grant rights to subscribe for, or to convert securities into, ordinary shares in the Company ("equity securities") for cash, including by way of a sale of ordinary shares held by the Company as treasury shares, as if any pre-emption rights in relation to the issue of shares as set out in the listing rules made by the Financial Conduct Authority under Part VI of the Financial Services and Markets Act 2000, as amended, did not apply to any such allotment of equity securities, provided that this power:

  • a. expires at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or on the expiry of 15 months from the passing of this resolution, whichever is the earlier, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if the power conferred hereby had not expired; and
  • b. shall be limited to the allotment of equity securities up to an aggregate nominal value of £396,922 being approximately 10 percent of the nominal value of the issued share capital of the Company, as at 29 April 2021.

Bv Order of the Board For and on behalf of Northern Trust International Fund Administration Services (Guernsey) Limited Secretary 29 April 2021

Annual General Meeting

Notes to the notice of Annual General Meeting

At the time of writing, elements of the National Lockdown remain in place and shareholder attendance at AGMs is not legally permissible. It is with regret that the Board has decided that the AGM on 16 June 2021 will, by necessity, be a functional only closed AGM. Please see the Chairman's Statement for information on how to register for the Company's interactive Online Shareholder Presentation on 4 June 2021.

A form of proxy is enclosed with this notice. A Shareholder entitled to attend, speak and
vote is entitled to appoint one or more proxies to exercise all or any of their rights to attend, speak and vote at the Meeting. A proxy need not be a Shareholder of the Company. If you wish to appoint a person other than the Chairman of the Meeting, please insert the name of your chosen proxy holder in the space provided on the enclosed form of proxy.

In the case of joint holders such persons shall not have the right to vote individually in respect l of an ordinary share but shall elect one person to represent them and vote in person or by proxy in their name. In default of such an election, the vote of the person first named in the register of members of the Company tendering a vote will be accepted to the exclusion of the votes of the other joint holders.

You may appoint more than one proxy provided each proxy is appointed to exercise I rights attached to different ordinary shares. You may not appoint more than one proxy to exercise rights attached to any one ordinary share. To appoint more than one proxy you may photocopy the enclosed form of proxy. Please indicate the proxy holder's name and the number of ordinary shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of ordinary shares held by you). Please also indicate if the proxy instruction is one of multiple instructions given by you. All hard copy forms of proxy must be signed and should be returned together in the same envelope.

The form of proxy should be completed and sent, together with the power of attorney or l authority (if any) under which it is signed, or a notarially certified copy of such power or authority, so as to reach Computershare Investor Services (Guernsey) Limited, The Pavilions, Bridgwater Road, Bristol BS99 6ZY no later than 09:00 on 14 lune 2021.

Completing and returning a form of proxy will not prevent a member from attending the
Meeting in person. If you have appointed a proxy and attend the Meeting in person your proxy appointment will remain valid and you may not vote at the Meeting unless you have provided a hard copy notice to revoke the proxy to Computershare Investor Services (Guernsey) Limited, The Pavilions, Bridgwater Road, Bristol BS99 6ZY not later than 09:00 a.m. on 14 June 2021.

To have the right to attend, speak and vote at the Meeting (and also for the purposes of l calculating how many votes a member may cast on a poll) a member must first have his or her name entered on the register of members not later than 09:00 a.m. on 14 June 2021. Changes to entries in the register after that time shall be disregarded in determining the rights of any member to attend, speak and vote at such Meeting.

The Directors' letters of appointment will be available for inspection for fifteen minutes prior to the Meeting and during the Meeting itself.

By attending the Meeting a holder of ordinary shares expressly agrees they are requesting l and willing to receive any communications made at the Meeting.

If you submit more than one valid form of proxy, the form of proxy received last before _ the latest time for the receipt of proxies will take precedence. If the Company is unable to determine which form of proxy was last validly received, none of them shall be treated as valid in respect of the same.

A quorum consisting of one or more 10 Shareholders present in person, or by proxy,
and holding five percent or more of the voting rights is required for the Meeting. If, within half an hour after the time appointed for the Meeting, a quorum is not present the Meeting shall be adjourned for seven days at the same time and place or to such other day and at such other time and place as the Board may determine and no notice of adjournment need be given at any such adjourned meeting. Those Shareholders present in person or by proxy shall constitute the quorum at any such adjourned meeting.

The resolutions to be proposed at the Meeting will be proposed as ordinary and special resolutions which, to be passed, must receive the support of a majority (in the case of the ordinary resolutions) and not less than seventy five percent (in the case of the special resolutions) of the total number of votes cast for, or against, the ordinary and special resolutions respectively.

As at 29 April 2021, the latest practicable date prior to publication of this document, the Company had 396,922,386 ordinary shares in issue with a total of 396,922,386 voting rights.

13 | Any person holding 3% of the total voting l rights in the Company who appoints a person other than the Chairman as his proxy will need to ensure that both he and such third party complies with their respective disclosure obligations under the Disclosure Guidance and Transparency Rules.

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