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abrdn Property Income Trust Ltd

Pre-Annual General Meeting Information May 28, 2025

4829_agm-r_2025-05-28_974a26da-4e2c-4b1e-82ff-fe7bc0817b18.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 Annual General Meeting of abrdn Property Income Trust Limited ('the Company') will be held at the offices of Aberdeen PLC, 1 George Street, Edinburgh EH2 2LL on 11 August 2025 at 10.00am, for the following purposes:

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 2024.
2 To receive and approve the Directors' Remuneration
Report (excluding the Directors' Remuneration
Policy) for the year ended 31 December 2024.
3 To receive and approve the Directors' Remuneration
Policy
4 To approve the Company's dividend policy to
continue to pay interim dividends.
5 To re-appoint Deloitte LLP as Auditor of the
Company until the conclusion of the next Annual
General Meeting.
6 To authorise the Board of Directors to determine the
Auditor's Remuneration.
7 To re-elect Mike Bane as a Director of the Company.
8 To re-elect Mike Balfour 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 hereby 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 may 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.

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That the Directors of the Company be and they are hereby generally empowered, to allot ordinary shares in the Company or 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 preemption 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 £381,219 being approximately 10 percent of the nominal value of the issued share capital of the Company, as at 30 April 2025.

API Annual Report & Accounts Year End 31 December 2024

By Order of the Board

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

Secretary 30 April 2025

Annual General Meeting

Notes to the notice of Annual General Meeting

1 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 Chair of the Meeting, please insert the name of
your chosen proxy holder in the space provided on
the enclosed form of proxy.
2 In the case of joint holders such persons shall not
have the right to vote individually in respect 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.
3 You may appoint more than one proxy provided
each proxy is appointed to exercise 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.
4 The form of proxy should be completed and sent,
together with the power of attorney or 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 10.00am on 6 August 2025.
5 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
6.00pm on 6 August 2025.
6 To have the right to attend, speak and vote at the
Meeting (and also for the purposes of 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 6.00pm on 6
August 2025. 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.

8

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 and willing to receive any communications made at the Meeting.

10

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 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.

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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

Any person holding 3% of the total voting rights in the Company who appoints a person other than the Chair 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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