Mishorim Real Estate Investments Ltd.

Pre-Annual General Meeting Information • Aug 11, 2016

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of the Company will be held at 100 Wood Street, London, EC2V 7ER on 9 September 2016 at 11.00 am.

Agenda

	1.	To elect a Chairman of the Meeting.
Resolution on Form of Proxy		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 2016.
Ordinary Resolution 2	3.	To approve the Remuneration Report for the year ended 31 March 2016.
Ordinary Resolution 3	4.	To re-elect Ms Lorraine Baldry as a Director of the Company.
Ordinary Resolution 4	5.	To re-elect Mr Stephen Bligh as a Director of the Company.
Ordinary Resolution 5	6.	To re-elect Mr John Frederiksen as a Director of the Company.
Ordinary Resolution 6	7.	To re-elect Mr Keith Goulborn as a Director of the Company.
Ordinary Resolution 7	8.	To re-elect Mr Graham Basham as a Director of the Company.
Ordinary Resolution 8	9.	To re-appoint KPMG Channel Islands Limited as Auditor of the Company until the conclusion of the next Annual General Meeting.
Ordinary Resolution 9		10. To authorise the Board of Directors to determine the Auditor's remuneration.
Ordinary Resolution 10		11. To receive and approve the Company's Dividend Policy which appears on page 40 of the Annual Report.
		To consider and, if thought fit, pass the following Special Resolutions:
Special 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;
		(c) the maximum price (exclusive of expenses) which may be paid 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;
		(d) such authority shall expire at the Annual General Meeting of the Company in 2017 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.

Notice of Annual General Meeting continued

Special Resolution 12 13. That the Directors of the Company be and are hereby empowered to allot ordinary shares of the Company for cash as if the pre-emption provisions contained under Article 13 of the Articles of Incorporation did not apply to any such allotments and to sell ordinary shares which are held by the Company in treasury for cash on a nonpre-emptive basis provided that this power shall be limited to the allotment and sales of ordinary shares:

• (a) up to such number of ordinary shares as is equal to 10% of the ordinary shares in issue on the date on which this resolution is passed;
• (b) at a price of not less than the net asset value per share as close as practicable to the allotment or sale;

provided that such power shall expire on the earlier of the Annual General Meeting of the Company in 2016 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.

• Special Resolution 13 14. That the Articles of Incorporation produced to the meeting and initialled by the chairman of the meeting for the purpose of identification be adopted as the Company's Articles of Incorporation in substitution for and to the exclusion of the existing Articles of Incorporation.
• 1. Close of Meeting.

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

10 June 2016

Notice of Annual General Meeting continued

Notes

• 1. To be passed, 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.
• 1. To be passed, 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.
• 1. 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 different shares held by the member.
• 1. 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.
• 1. 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.