SCHRODER REAL ESTATE INV. TST. LD

AGM Information • Jul 17, 2013

Schroder Real Estate Investment Trust Limited

Consolidated Annual Report and Financial Statements for the year ended 31 March 2013

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of the Company will be held at Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3QL Channel Islands on 12 September 2013 at 10.00am.

Resolution on Form of Proxy	Agenda
	1.	To elect a Chairman of the Meeting.
	To consider and if thought fit, pass the following Ordinary Resolutions:
Ordinary Resolution 1	2.	To consider and approve the Consolidated Annual Report and Financial Statements of the Company for the year ended 31 March 2013.
Ordinary Resolution 2	3.	To approve the Remuneration Report for the year ended 31 March 2013.
Ordinary Resolution 3	4.	To re-elect Mr Andrew Sykes as a Director of the Company.
Ordinary Resolution 4	5.	To re-elect Mr Harry Dick-Cleland as a Director of the Company.
Ordinary Resolution 5	6.	To re-elect Mr Peter Atkinson as a Director of the Company.
Ordinary Resolution 6	7.	To re-elect Mr John Frederiksen as a Director of the Company.
Ordinary Resolution 7	8.	To re-elect Mr Keith Goulborn as a Director of the Company.
Ordinary Resolution 8	9.	To re-elect Mr David Warr as a Director of the Company.
Ordinary Resolution 9	10.	To re-appoint KPMG Channel Islands Limited as Auditor of the Company until the conclusion of the next Annual General Meeting.
Ordinary Resolution 10	11.	To authorise the Board of Directors to determine the Auditor's remuneration.

Schroder Real Estate Investment Trust Limited

Consolidated Annual Report and Financial Statements for the year ended 31 March 2013

Ordinary Resolution 11 12. That the Company be authorised, in accordance with section 315 of the Companies (Guernsey) Law, 2008, as amended (the "Companies Law"), to make market acquisitions (within the meaning of section 316 of the Companies Law) of ordinary shares in the capital of the Company ("ordinary shares"), provided that: $a$ the maximum number of ordinary shares hereby authorised to be purchased shall be 14.99% of the issued ordinary shares on the date on which this resolution is passed; b) the minimum price which may be paid for an ordinary share shall be $0.01p$ ; the maximum price (exclusive of expenses) which may be paid $c)$ for an ordinary share shall be 105% of the average of the middle market quotations on the relevant market where the repurchase is carried out for the ordinary shares for the five business days immediately preceding the date of a purchase: $\mathbf{d}$ such authority shall expire at the Annual General Meeting of the Company in 2014 unless such authority is varied, revoked or renewed prior to such date by ordinary resolution of the Company in general meeting; and e) the Company may make a contract to purchase ordinary shares under such authority prior to its expiry which will or may be executed wholly or partly after its expiration and the Company may make a purchase of ordinary shares pursuant to any such contract. To consider and if thought fit, pass the following Special Resolution: 13. That the Directors of the Company be and are hereby empowered to Special Resolution 1: allot ordinary shares of the Company for cash as if the pre-emption provisions contained under Article 13.1 of the Articles of Incorporation did not apply to any such allotments and to sell ordinary

allotment and sales of ordinary shares:

up to an amount of 35,592,128 ordinary shares, or such other $a)$ number of ordinary shares being equal to 10% of the ordinary shares in issue on 12 September 2013;

shares which are held by the Company in treasury for cash on a non pre-emptive basis provided that this power shall be limited to the

• b) at a price of not less than the net asset value per share as close as practicable to the allotment or sale; and
• c) such power shall expire on the earlier of the Annual General Meeting of the Company in 2014 or on the expiry of 15 months from the passing of this Special Resolution, except that the Company may before such expiry make offers or agreements which would or might require ordinary shares to be allotted or sold after such expiry and notwithstanding such expiry the Directors may allot or sell ordinary shares in pursuance of such offers or agreements as if the power conferred hereby had not expired.
• 1. Close of Meeting.

Schroder Real Estate Investment Trust Limited Consolidated Annual Report and Financial Statements for the year ended 31 March 2013

By Order of the Board

For and on behalf of Northern Trust International Fund Administration Services (Guernsey) Limited Secretary

15 July 2013

Notes

• $\mathbf{1}$ . An ordinary resolution requires a simple majority of the votes cast by those shareholders voting in person or by proxy at the AGM (excluding any votes which are withheld) to be voted in favour of the resolution.
• $2.$ A special resolution requires a majority of at least 75% of the votes cast by those shareholders voting in person or by proxy at the AGM (excluding any votes which are withheld) to be voted in favour of the resolution.
• $\mathbf{3}$ A member who is entitled to attend and vote at the meeting is entitled to appoint one or more proxies to exercise all or any of their rights to attend, and on a poll, speak or vote instead of him or her. A proxy need not be a member of the Company. More than one proxy may be appointed provided that each proxy is appointed to exercise the rights attached to the different shares.
• $\overline{4}$ . A form of proxy is enclosed for use at the meeting. The form of proxy should be completed and sent, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, so as to reach the Company's Registrars, Computershare Investor Services (Guernsey) Limited, at The Pavilions, Bridgwater Road, Bristol, BS99 6ZY at least 48 hours before the time of the AGM.
• 1. Completing and returning a form of proxy will not prevent a member from attending in person at the meeting and voting should he or she so wish.
• 1. To have the right to attend and vote at the meeting (and also for the purpose of calculating how many votes a member may cast on a poll) a member must have his or her name entered on the register of members not later than 48 hours before the time of the AGM.
• $7₁$ Changes to entries in the register after that time shall be disregarded in determining the rights of any member to attend and vote at such meeting.