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UK Commercial Property Reit Limited

Proxy Solicitation & Information Statement Feb 24, 2020

6289_agm-r_2020-02-24_0fd572b2-2448-43ec-8307-85dda5a96cf4.pdf

Proxy Solicitation & Information Statement

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UK COMMERCIAL PROPERTY REIT LIMITED

All Correspondence to: Computershare Investor Services (Guernsey) Limited c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY

Letter of Direction - Extraordinary General Meeting to be held on 18 March 2020

To be effective, all letters of direction must be lodged with the Company's Registrars at: Computershare Investor Services (Guernsey) Limited, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, no later than 12.00 noon on 12 March 2020.

Explanatory Notes:

    1. The Letter of Direction has been sent to you to enable arrangements to be made for you to attend the Extraordinary General Meeting of Ordinary Shareholders, if you so wish, as a proxy or authorised representative of the Nominee and, if you do not wish to attend, to obtain your voting instructions in respect of the Shares. A proxy or authorised representative is entitled to vote on a poll, to speak at an Extraordinary General Meeting of Ordinary Shareholders and to vote on a show of hands. A poll will not necessarily be held on a resolution. If you wish to attend the Meeting, you must tick the 'Intention To Attend' box overleaf.
    1. If you do not wish to attend, but would like the proxy votes attaching to the Shares to be exercised on a poll, you must delete paragraph (a) on the Letter of Direction. You should then complete the voting instructions boxes on the Letter of Direction by placing a cross in the appropriate box in favour of or against the resolution in question, if you wish the proxy votes attaching to the Shares to be exercised in a particular manner on a poll.
    1. To be effective, the Letter of Direction, duly completed, must be returned in the envelope provided so as to be received no later than 12.00 noon on 12 March 2020.
    1. If you are a joint participant in the Plan, only the first-named joint participant should sign the Letter of Direction. Other joint participants are not entitled to participate in any way at the Meeting, but will be able to attend.
    1. The 'Vote Withheld' option is provided to enable a Plan participant to instruct the Nominee to withhold the proxy votes attaching to your Shares on any particular resolution. It should be noted that a 'Vote Withheld' is not a vote in law, and will not be counted in the calculation of the proportion of votes 'For' and 'Against' the resolution.
    1. Any alterations made in this form should be initialled.

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services (Guernsey) Limited accept no liability for any instruction that does not comply with these conditions.

All Named Holders

Letter of Direction

Please use a black pen. Mark with an X inside the box as shown in this example. X

To: Aberdeen Asset Managers Limited (the "Manager")

Terms used in this Letter of Direction have the meaning given to them in the Terms and Conditions of the Aberdeen Standard Investment Trust Share Plan, the Aberdeen Standard Investment Plan for Children or the Aberdeen Standard Investment Trust Individual Savings Account, as the case may be (the "Plan(s)").

I, being a participant in the Plan and the beneficial owner under it of shares (the "Shares") in UK COMMERCIAL PROPERTY REIT LIMITED (the "Company"), hereby instruct the Manager, in relation to the Extraordinary General Meeting of the Company to be held at the offices of Northern Trust, 50 Bank Street, Canary Wharf, London, E14 5NT on Wednesday, 18 March 2020 at 12:00 noon, and at any adjournment thereof, (the "Meeting"), as follows:

*(a) I wish to attend the Meeting and hereby request the Manager to appoint me as proxy or authorised representative in respect of the Shares to enable me to attend and to vote in all circumstances at the Meeting (see note 1) OR

*(b) I wish to procure the Nominee to lodge the proxy votes attaching to the shares to be exercised on the resolutions to be put to the Meeting as follows (please indicate by placing a cross in the appropriate box):

* Delete either (a) or (b). If you complete both (a) and (b), the Nominee will give priority to your request to attend the Meeting over any voting instructions given by you in (b).

Ordinary Resolution

1. THAT, in accordance with Article 46.6 of the articles of incorporation of the Company, the continuation of the Company be approved.

For Vote
Against Withheld
Signature Date

In the case of joint shareholders, only one holder need sign. In the case of a corporation, the Form of Direction should be signed by a duly authorised official whose capacity should be stated, or by an attorney.

C C 9 0 S 1 0 0 1 C J _ U S C H K

12MF9D D01

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