Company number: 07124797
THE COMPANIES ACTS 2006
COMPANY LIMITED BY SHARES
RESOLUTIONS
of
LONDONMETRIC PROPERTY PLC (the "Company")
At the annual general meeting of the Company duly convened and held on 9 July 2025 at 10.00 a.m. at The Connaught, Carlos Place, Mayfair, London W1K 2AL, the following resolutions were duly passed:
ORDINARY RESOLUTIONS
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- That the Directors be and they are hereby generally and unconditionally authorised in accordance with Section 551 of the Companies Act 2006 (the '2006 Act'), in substitution for all existing authorities:
- a to exercise all the powers of the Company to allot shares and to make offers or agreements to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company (together 'Relevant Securities'):
- i. in the event that the Company's proposed acquisition of the entire issued, and to be issued, share capital of Highcroft Investments plc ("Highcroft") (the "Highcroft Acquisition") has taken place in accordance with its terms, but the Company's proposed acquisition of the entire issued, and to be issued, share capital of Urban Logistics REIT plc ("Urban Logistics") (the "Urban Logistics Acquisition") has not taken place in accordance with its terms, up to a maximum aggregate nominal amount of £68,622,212; or
- ii in the event that the Urban Logistics Acquisition has taken place in accordance with its terms, but the Highcroft Acquisition has not taken place in accordance with its terms, up to a maximum aggregate nominal amount of £76,332,777; on
- ii in the event that neither the Highcroft Acquisition nor the Urban Logistics Acquisition has taken place in accordance with its terms, up to a maximum aggregate nominal amount of £67,823,250; or
- iv. in the event that each of the Highcroft Acquisition and the Urban Logistics Acquisition has taken place in accordance with its terms, up to a maximum aggregate nominal amount of £77,131,739,
such amount to be reduced by the nominal amount of any equity securities (within the meaning of Section 560 of the 2006 Act) allotted under paragraph 14b below in excess of the applicable amount set out in paragraph 14a above; and
- b. to exercise all the powers of the Company to allot equity securities (within the meaning of Section 560 of the 2006 Act):
- i. Logistics Acquisition has not taken place in accordance with its terms, up to a maximum aggregate nominal amount of £137,244,423; or
- ii in the event that the Urban Logistics Acquisition has taken place in accordance with its terms, but the Highcroft Acquisition has not taken place in accordance with its terms, up to a maximum aggregate nominal amount of £152,665,553; or
- ii. in the event that neither the Highcroft Acquisition nor the Urban Logistics Acquisition has taken place in accordance with its terms, up to a maximum aggregate nominal amount of £135,646,500; or
- iv. in the event that each of the Highcroft Acquisition and the Urban Logistics Acquisition has taken place in accordance with its terms, up to a maximum aggregate nominal amount of £154,263,477,
such amount to be reduced by any Relevant Securities allotted or granted under paragraph 14a above, provided that this authority may only be used in connection with a rights issue in favour of holders of ordinary shares and other persons entitled to participate therein where the equity securities respectively attributable to the interests of all those persons at such record date as the Directors may determine are proportionate (as nearly as may be) to the respective numbers of equity securities held by them or are otherwise allotted in accordance with the rights attaching to such equity securities subject to such exclusions or other arrangements as the Directors may consider necessary or expedient to deal with fractional entitlements or legal difficulties under the laws of any territory or the requirements of a regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter whatsoever,
provided that the authorities in paragraphs 14a and 14b shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution (or, if earlier, on the date which is 15 months after the date of this Annual General Meeting), except that the Company may before such expiry make an offer or agreement which would or might require Relevant Securities or equity securities as the case may be to be allotted (and treasury shares to be sold) after such expiry and the Directors may allot Relevant Securities or equity securities (and sell treasury shares) in pursuance of any such offer or agreement as if the authority in question had not expired.
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- That, subject to the passing of resolution 14, the Directors be and are hereby generally and unconditionally authorised:
- a to offer holders of ordinary shares, the right to elect to receive ordinary shares in the capital of the Company, credited as fully paid instead of cash, in respect of the whole (or some part, to be determined by the Directors) of dividends declared or paid during the period starting on the date of this Annual General Meeting and ending on the earlier of 8 July 2028 and the beginning of the third annual general meeting of the Company following the date of this Annual General Meeting upon such terms as the Directors may determine; and
- b. to do all acts and things required or permitted to be done in accordance with Article 145 of the Company's Articles of Association (as varied and amended from time to time) in connection therewith, including to capitalise, out of any sum which is part of the Company's reserves (including any share premium account, capital redemption reserve or other undistributable reserves) or profit or loss account as the Directors may determine, such amount as may be necessary.
SPECIAL RESOLUTIONS
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- That, if resolution 14 is passed, the Directors be and are empowered, in accordance with Sections 570 and 573 of the 2006 Act, to allot equity securities (as defined in Section 560(1) of the 2006 Act) for cash pursuant to the authority conferred by resolution 14 and/or by way of a sale of treasury shares as if Section 561(1) of the 2006 Act did not apply to any such allotment or sale, provided that this power shall be limited to:
- a the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equities made to (but in the case of the authority conferred by paragraph 14b of resolution 14 above, by way of a rights issue only):
- i to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and/or
- ii to holders of other equity securities as required by the rights of those securities,
or, if the Directors otherwise consider necessary, and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with any treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and
- b. the allotment of equity securities or sale of treasury shares (otherwise than under paragraph 16a above):
- i. Logistics Acquisition has not taken place in accordance with its terms, up to a maximum aggregate nominal amount of £20,794,610; or
- ii in the event that the Urban Logistics Acquisition has taken place in accordance with its terms, but the Highcroft Acquisition has not taken place in accordance with its terms, up to a maximum aggregate nominal amount of £23,131,144; or
- ii. in the event that neither the Highcroft Acquisition nor the Urban Logistics Acquisition has taken place in accordance with its terms, up to a maximum aggregate nominal amount of £20,552,500; or
- iv. in the event that each of the Highcroft Acquisition and the Urban Logistics Acquisition has taken place in accordance with its terms, up to a maximum aggregate nominal amount of £23,373,254,
provided that this power shall expire at the conclusion of the next Annual General Meeting of the Company (or, if earlier, on the date which is 15 months after the date of this Annual General Meeting) but prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
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- That, if resolution 14 is passed, the Directors be and are empowered, in accordance with Sections 570 and 573 of the 2006 Act, in addition to any authority granted under resolution 16 to allot equity securities (as defined in Section 560(1) of the 2006 Act) for cash pursuant to the authority conferred by resolution 14 and/or by way of a sale of treasury shares as if Section 561(1) of the 2006 Act did not apply to any such allotment or sale, such power to be:
- a limited to the allotment of equity securities or sale of treasury shares:
- i. Logistics Acquisition has not taken place in accordance with its terms, up to a maximum aggregate nominal amount of £20,794,610; or
- ii Highcroft Acquisition has not taken place in accordance with its terms, up to a maximum aggregate nominal amount of £23,131,144; or
- ii in accordance with its terms, up to a maximum aggregate nominal amount of £20,552,500; or
- iv. in the event that each of the Highcroft Acquisition and the Urban Logistics Acquisition has taken place in accordance with its terms, up to a maximum aggregate nominal amount of £23,373,254; and
- b. used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,
provided that this power shall expire at the end of the next Annual General Meeting of the Company (or, if earlier, on the date which is 15 months after the date of this Annual General Meeting) but, in each case, prior to its expiry the Company make offers, and enter into agreements which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority in question had not expired.
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- That the Company be and is hereby generally and unconditionally authorised, in accordance with Section 701 of the 2006 Act, to make market purchases (within the meaning of Section 693(4) of the 2006 Act) of ordinary shares of 10p each in the capital of the Company ('ordinary shares') on such terms and in such manner as the Directors may from time to time determine provided that:
- a the maximum aggregate number of ordinary shares authorised to be purchased is:
- i. Logistics Acquisition has not taken place in accordance with its terms, 207,946,096; or
- ii. Highcroft Acquisition has not taken place in accordance with its terms, 231,311,445; or
- ii. in the event that neither the Highcroft Acquisition nor the Urban Logistics Acquisition has taken place in accordance with its terms, 205,525,000; or
- iv. in the event that each of the Highcroft Acquisition and the Urban Logistics Acquisition has taken place in accordance with its terms, 233,732,541;
- b. the minimum price which may be paid for an ordinary share is 10p being the nominal amount thereof (exclusive of expenses payable by the Company);
- c. the maximum price which may be paid for an ordinary share (exclusive of expenses payable by the Company) cannot be more than the higher of:
- 105% of the average market value of an ordinary share as derived from the London Stock Exchange's Daily Official List for the five business days prior to the day on which the ordinary share is contracted to be purchased; and
- (ii) trade of; or (B) the highest current independent bid for, any number of ordinary shares on the trading venue where the market purchase by the Company will be carried out; and
- d. this authority shall expire at the conclusion of the next Annual General Meeting of the Company (or, if earlier, on the date which is 15 months after the date of this Annual General Meeting) except that the Company may before such expiry make a contract to purchase its own shares which will or may be completed or executed wholly or partly after such expiry and the Company may purchase its ordinary shares pursuant to such contract as if this authority had not expired.
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- That the Company is authorised to call any general meeting of the Company other than the Annual General Meeting by notice of at least 14 clear days during the period beginning on the date of the passing of this resolution and ending on the conclusion of the next Annual General Meeting of the Company.
