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CUSTODIAN PROPERTY INCOME REIT PLC

AGM Information Sep 10, 2025

4911_agm-r_2025-09-10_cfd07336-746f-4235-a5fb-cf925e1eaf10.pdf

AGM Information

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THE COMPANIES ACT 2006

CUSTODIAN PROPERTY INCOME REIT PLC

(Registered No. 08863271)

ANNUAL GENERAL MEETING RESOLUTIONS

At the Annual General Meeting of Custodian Property Income REIT plc ("the Company") duly convened and held at 1 New Walk Place, Leicester, LE1 6RU on Tuesday, 9 September 2025 at 9.30am the following resolutions were passed:

ORDINARY RESOLUTION

  1. THAT the Directors be generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 ("Act") to exercise all the powers of the Company to:

  2. (a) allot shares in the Company, and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £1,545,929.14; and

  3. (b) allot further securities (as defined in section 560 of the Act) up to an aggregate nominal amount of £1,545,929.14 (such amount to be reduced by any shares allotted or rights granted under sub-paragraph (a) above) in connection with an offer by way of a rights issue in favour of the holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings subject to such exclusions or other arrangements specified in paragraph (a) of Resolution 13, and that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter.

such authorities to apply until the conclusion of the next annual general meeting or, if earlier, until the close of business of the date which is 15 months from the date this resolution is passed (unless previously revoked or varied by the Company in a general meeting) but, in each case, during this period the Company may make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the Directors may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had expired.

SPECIAL RESOLUTIONS

  1. THAT subject to the passing of Resolution 12 and in accordance with sections 570 and 573 of the Act, the Directors of the Company be generally and unconditionally authorised to allot equity securities (as defined in the Act) for cash under the authority given by Resolution 12 and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such authority to be limited.

  2. (a) to the allotment of equity securities in connection with a rights issue or other pre-emptive offer in favour of ordinary Shareholders where the equity securities are proportionate (as nearly as practicable) to the respective number of ordinary shares held by such holders, but subject to such exclusions or other arrangements as the Directors may deem necessary or desirable in relation to treasury share, fractional entitlements or legal or practical problems arising in, or pursuant to, the laws of any territory or the requirements of any regulatory body or stock exchange in any territory; and

  3. (b) to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount of £463,778.74,

such authority to be subject to the continuance of the authority conferred by Resolution 12 and to expire unless renewed, revoked or varied by the Company in general meeting, at the conclusion of the next annual general meeting of the Company or, if earlier, 15 months from the date this resolution is passed but, in each case, prior to its expiry, revocation the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted or rights to be granted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities or grant rights (and sell

treasury shares) under any such offer or agreements as if the authority had not expired, been revoked or varied.

  1. THAT subject to the passing of Resolution 13 (and in addition to any authority granted under Resolution 11), the Directors of the Company be authorised to allot equity securities (as defined in the Act) for cash under the authority given by Resolution 12 and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such authority to be

  2. (a) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £463,778.74; and

  3. (b) used only for the purposes of financing (or refinancing, if the authority is to be used within twelve 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 Notice convening this meeting,

such authority to be subject to the continuance of the authority conferred by Resolution 12 and to expire unless renewed, revoked or varied by the Company in general meeting, at the conclusion of the next annual general meeting of the Company or, if earlier, 15 months from the date this resolution is passed but, in each case, prior to its expiry, revocation the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted or rights to be granted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities or grant rights (and sell treasury shares) under any such offer or agreements as if the authority had not expired, been revoked or varied.

  1. THAT the Company be and is hereby generally and unconditionally authorized for the purpose of section 701 of the Act to make market purchases (as defined in section 693 of the Act) of ordinary shares of £0.01 each in the capital of the Company ("Ordinary Shares") provided that:

  2. (a) the maximum number of Ordinary Shares hereby authorised to be purchased is 46,377,874;

  3. (b) the minimum price (exclusive of expenses) which may be paid for an Ordinary Share is £0.01 per share, being the nominal amount thereof;
  4. (c) the maximum price (exclusive of expenses) which may be paid for an Ordinary Share is the higher of; (i) an amount equal to 105% of the average of the middle market quotations of an Ordinary Share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the Ordinary Share is contracted to be purchased; and (ii) an amount equal to the higher of the price of the last independent trade of an Ordinary Share and the highest current independent bid for an Ordinary Share as derived from the London Stock Exchange Trading System;
  5. (d) the authority hereby conferred shall (unless previously renewed or revoked) expire at the end of the next annual general meeting of the Company and the date which is 15 months after the date on which this resolution is passed;
  6. (e) the Company may make a contract to purchase its Ordinary Shares under the authority conferred by this resolution prior to the expiry of such authority and, where such contract will or may be executed wholly or partly after the expiry of such authority, the Company may make a purchase of its own Ordinary Shares in pursuance of any such contract; and
  7. (f) Ordinary Shares purchased pursuant to the authority conferred by this resolution shall be either: (i) cancelled immediately upon completion of the purchase; or (ii) be held, sold, transferred or otherwise dealt with as treasury shares in accordance with the provisions of the Act.

  8. THAT a general meeting of the Company, other than an annual general meeting, may be called on not less than 14 clear days' notice.

Certified a true copy For Custodian Property Income REIT plc ED MOORE, SECRETARY 9 September 2025

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