Empiric Student Property PLC

Proxy Solicitation & Information Statement • Oct 30, 2014

Empiric Student Property plc

Attendance Card

Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation. Additional Holders:

The Chairman of Empiric Student Property plc invites you to attend the General Meeting of the Company to be held at the offices of Wragge Lawrence Graham & Co LLP at 4 More London Riverside, London SE1 2AU on 17 November 2014 at 10.30 am.

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy – General Meeting to be held on 17 November 2014

Cast your Proxy online...It's fast, easy and secure! www.investorcentre.co.uk/eproxy

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.

Control Number: 912581 SRN: PIN:

View the Circular online: www.espreit.co.uk

Register at www.investorcentre.co.uk – elect for electronic communications & manage your shareholding online!

To be effective, all proxy appointments must be lodged with the Company's Registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 13 November 2014 at 10.30 am

Explanatory Notes:

• 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).
• 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0870 707 1143 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.

• 3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, 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 the votes 'For' and 'Against' a resolution.

• 4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is 48 hours (excluding non-working days) before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

• 5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• 6. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0870 707 1143 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
• 7. Any alterations made to this form should be initialled.
• 8. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

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 PLC accept no liability for any instruction that does not comply with these conditions.

All Named Holders

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).

*

I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the General Meeting of Empiric Student Property plc to be held at the offices of Wragge Lawrence Graham & Co LLP at 4 More London Riverside, London SE1 2AU on 17 November 2014 at 10.30 am and at any adjourned meeting.

* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).

Please mark here to indicate that this proxy appointment is one of multiple appointments being made.					Please use a black pen. Mark with an X inside the box as shown in this example.			8
		For	Against	Vote Withheld				For	Against	Vote Withheld
1.	To grant the directors authority pursuant to Section 551 of the Companies Act 2006 (the "Act") to allot up to 300,000,000 Ordinary Shares in connection with the Share Issuance Programme.				4.	To approve the participation of CCLA in any issue of Shares pursuant to the Share Issuance Programme as a Related Party Transaction.
2.	To approve the participation of East Riding Pension Fund in any issue of Shares pursuant to the Share Issuance Programme as a Related Party Transaction.				5.	To grant the directors authority to allot ordinary shares pursuant to the authority in resolution 1 as if Section 561 of the Act did not apply to such allotment.
3.	To approve the participation of SG Private Banking in any issue of Shares pursuant to the Share Issuance Programme as a Related Party Transaction.				6.	To approve the cancellation of the amount standing to the credit of the Company's share premium account following completion of the Initial Issue.

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any other business of the meeting.

Signature	Date

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In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

sterling 164235

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