Pre-Annual General Meeting Information • Oct 29, 2025
Pre-Annual General Meeting Information
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If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice from your stockbroker or other independent adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the UK or, if you reside elsewhere, another appropriately authorised financial adviser.
If you have recently sold or transferred all of your shares in Supermarket Income REIT plc, please forward this document, together with the accompanying documents, as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

(the "Company")
(incorporated in England & Wales registered number 10799126) LSE Share Code: SUPR JSE Share Code: SRI ISIN Code: GB00BF345X11 LEI: 2138007FOINJKAM7L537
Notice of the annual general meeting of the Company (the "AGM"), which has been convened for Monday, 24 November 2025 at 10.00 a.m. at the offices of Macfarlanes LLP, 20 Cursitor Street, London EC4A 1LT, is set out on pages 5 to 8 of this document. This document should be read as a whole.
Directors:
Nick Hewson* Robert Abraham Jon Austen* Roger Blundell* Frances Davies* Mike Perkins Vince Prior* Sapna Shah* Cathryn Vanderspar*
19th Floor The Shard 32 London Bridge Street London
17 October 2025
SE1 9SG
I am pleased to enclose the notice of the annual general meeting (the "Notice of AGM") of Supermarket Income REIT plc, which will be held on Monday, 24 November 2025 at 10.00 a.m. (UK time)/12.00 p.m. (South African Standard Time) at the offices of Macfarlanes LLP, 20 Cursitor Street, London EC4A 1LT. The Notice of AGM sets out the business to be considered at the meeting and can be found on pages 5 to 8 below.
If you decide not to attend the AGM in person, it is important that you do still cast your votes in respect of the business of the meeting and you can do so by voting by proxy in accordance with the instructions set out below under the heading "Voting".
The results of the AGM will be announced through a Regulatory Information Service and on the Company website, www.supermarketincomereit.com, as soon as practicable.
The Board recognises that the AGM provides an important opportunity to engage with shareholders. Accordingly, shareholders can attend the AGM and ask questions during the meeting.
Shareholders will have a reasonable opportunity to ask questions on all the items of business set out in this Notice of AGM during the meeting.
Shareholders are requested to restrict themselves to two questions or comments initially, and further questions will be considered if time permits. There may not be sufficient time available to address all the comments and questions raised during the meeting.
To participate you must be a registered holder of shares as at the close of business 48 hours before the time of the AGM.
We are pleased to be able to provide a facility for shareholders to access the AGM remotely and follow the business of the meeting and to provide you with an opportunity to submit written questions. However, for the avoidance of doubt, you will not be considered 'in attendance' in accordance with Article 30 of the Articles of Association, and as such, we encourage you to submit your votes in advance by lodging a proxy appointment (please refer to the 'Voting' section below).
You will need to visit https://webcast.openbriefing.com/supr-2025/ using your smartphone, tablet or computer. You will then be prompted to enter your unique 11-digit Investor Code (IVC) including any leading zeros and 'PIN'. Your PIN is the last 4 digits of your IVC. This will authenticate you as a shareholder.
Registered Office:
* Independent non-executive
For UK register shareholders, your IVC can be found on your share certificate. You can also obtain this by contacting MUFG Corporate Markets, our Registrar, by calling +44 (0) 371 277 1020*
For SA register shareholders, please contact [email protected] who will provide you with a code and PIN to enter the meeting.
Access to the AGM will be available from 30 minutes before the start of the event although you will not be able to listen to the audio until the meeting is declared open.
If you wish to appoint someone to access the AGM electronically on your behalf, please contact MUFG Corporate Markets on +44 (0) 371 277 1020* in order to obtain their IVC and PIN. It is suggested that you do this as soon as possible and at least 48 hours (excluding non-business days) before the meeting.
If your shares are held within a nominee and you wish to access the AGM electronically, you will need to contact your nominee as soon as possible. Your nominee will need to present a corporate letter of representation to MUFG Corporate Markets, our registrar, as soon as possible and at least 72 hours (excluding non-business days) before the meeting, in order that they can obtain for you your unique IVC and PIN to enable you to access the AGM electronically.
*Lines are open from 9.00 a.m. to 5.30 p.m. Monday to Friday, calls are charged at the standard geographic rate and will vary by provider. Calls outside the UK will be charged at the applicable international rate.
The AGM will be broadcast in audio format with presentation slides. Once logged in, and at the commencement of the meeting, you will be able to listen to the proceedings of the meeting on your device, as well as being able to see the slides of the meeting (which will include the Resolutions to be put forward to the meeting), these slides will progress automatically as the meeting progresses.
If you would like to vote on the resolutions in advance, you can appoint a proxy via the Investor Centre app or by accessing the web browser at https://uk.investorcentre.mpms.mufg.com/. You can also appoint a proxy by lodging a proxy appointment through the CREST proxy voting service, if you are an institutional investor, via the Proxymity platform, or by requesting a hard copy proxy form by contacting our Registrar, MUFG Corporate Markets, via email at [email protected] or on 0371 664 0300. (Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 - 17:30, Monday to Friday excluding public holidays in England and Wales). Submission of a proxy vote shall not preclude a member from attending and voting in person at the meeting in respect of which the proxy is appointed or at any adjournment thereof and returning it to the address shown on the form.
As your participation is important to us, we would encourage you to vote ahead of the AGM by appointing your proxy in the manner described above.
Please remember to return your proxy electronically so that it is received by the Company's Registrar, MUFG Corporate Markets, by no later than 10.00 a.m. on Thursday, 20 November 2025. If you hold your shares through a nominee service, please contact the nominee service provider regarding the process for appointing a proxy.
You can appoint a proxy by completing the form of proxy enclosed herewith. Forms of proxy must be lodged with or posted to the SA Transfer Secretaries, Computershare Investors Services Proprietary Limited, Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196 (Private Bag X9000, Saxonwold 2132, South Africa), faxed to +27 11 688 5238 or emailed to
[email protected] to be received by no later than 12.00 p.m. (South African Standard Time) on Thursday 20 November 2025. The completion and lodging of a form of proxy will not preclude the shareholder from attending the AGM and speaking and voting in person to the exclusion of any proxy appointed in terms hereof, should such shareholder wish to do so. As your participation is important to us, we would encourage you to vote ahead of the AGM by appointing your proxy in the manner described above. The results of the votes cast on the Resolutions at the AGM will be announced as soon as possible once known through a Regulatory Information Service, the JSE Stock Exchange News Service and on the Company website at www.supermarketincomereit.com.
The Annual Report and Financial Statements are available to view in the Investor Centre of the Company's website at www.supermarketincomereit.com. Printed copies of the Company's Annual Report are also available on request by contacting the company secretary, SGH Company Secretaries Limited, 19th Floor, The Shard, 32 London Bridge Street, London, SE1 9SG or by email to [email protected].
Full details of the resolutions are set out below. The directors consider that all of the resolutions to be proposed at the AGM are in the best interests of the Company and its members as a whole. The directors therefore unanimously recommend that you vote in favour of all the resolutions proposed at this AGM.
Yours sincerely
Nick Hewson Chair Supermarket Income REIT plc
Notice is hereby given that the AGM of Supermarket Income REIT plc (the "Company") will be held on Monday, 24 November 2025 at 10.00 a.m. at the offices of Macfarlanes LLP, 20 Cursitor Street, London EC4A 1LT to transact the following business.
For further information on all resolutions, please refer to the Explanatory Notes which can be found on pages 9 to 12.
To consider and, if thought fit, pass resolutions 1 to 15 (inclusive) as ordinary resolutions:
This authority shall expire at the end of the next annual general meeting of the Company or on 24 February 2027, whichever is earlier, save that under each authority the Company may, before such expiry, make any offers or agreements which would or might require Relevant Securities to be allotted after such expiry and the directors may allot Relevant Securities in pursuance of any such offer or agreement as if the relevant authority conferred by this resolution had not expired.
To consider, and if thought fit, pass resolutions 16 to 19 (inclusive) as special resolutions:
This power shall expire at the end of the next annual general meeting of the Company (or, if earlier, at the close of business on 24 February 2027) but, in each case, 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
This power shall expire at the end of the next annual general meeting of the Company (or, if earlier, at the close of business on 24 February 2027) but, in each case, 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.
This authority (unless previously revoked, varied or renewed) shall expire at the earlier of the end of the next annual general meeting of the Company or 24 February 2027 except in relation to the purchase of Ordinary Shares the contract for which was concluded before the expiry of this authority and which will or may be executed wholly or partly after such expiry, where the Company may make a purchase of ordinary shares in pursuance of any such contract or contracts.
17 October 2025
By order of the Board of Directors
SGH Company Secretaries Limited Company Secretary Supermarket Income REIT plc
Registered Office: 19th Floor, The Shard, 32 London Bridge Street, London, SE1 9SG
An explanation of each of the resolutions is set out below.
Resolutions 1 to 15 (inclusive) are proposed as ordinary resolutions. This means that for each of these resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 16 to 19 (inclusive) are proposed as special resolutions. This means that for each of those resolutions to be passed, at least 75 per cent of the votes cast must be in favour of the resolution.
The Companies Act 2006 requires the directors of a public company to lay its annual accounts and reports before the company in general meeting. The Company proposes, as an ordinary resolution, the receipt of the Company's audited financial statements and the reports of the directors and Auditors on those financial statements for the year ended 30 June 2025.
The Companies Act 2006 requires listed companies to put a resolution to shareholders at each annual general meeting to approve the Directors' Remuneration Report (other than the part containing the Directors' Remuneration Policy), which forms part of the annual report. The vote is advisory in nature and the directors' entitlement to receive remuneration is not conditional on it.
Resolution 2 proposes, as an ordinary resolution, to approve the remuneration report (other than the part containing the directors' remuneration policy), which can be found on pages 85 to 97 of the Annual Report and Accounts.
Resolution 3 proposes, as an ordinary resolution, to approve the Company's Dividend Policy to pay four interim dividends per year. This policy is consistent with the Company's Prospectus and is set out on page 99 of the Annual Report and Accounts.
Resolution 4 seeks to authorise the Directors, pursuant to article 78 of the Articles, to offer holders of ordinary shares of £0.01 each in the capital of the Company ("Ordinary Shares") the right to elect to receive new ordinary shares, credited as fully paid up, instead of some or all of the dividends which may be declared or paid by the Company in the period up to and including 24 November 2028.
In accordance with the recommendations of the UK Corporate Governance Code, Directors are required to offer themselves for election or re-election by shareholders at the AGM.
In line with the Board's succession plan, Jon Austen, will retire from the Board with effect from the conclusion of this AGM. Separate resolutions are being proposed to elect or re-elect each of the Directors standing for election. Resolutions 5 to 12 are being proposed as ordinary resolutions.
The Chair confirms that, following a formal performance evaluation, the directors' performance continues to be effective and demonstrates commitment to their respective roles, including time commitments for Board and committee meetings. Having reviewed the performance of the Board and the leadership needs of the Company, the Board believes that each of the eight directors that are standing for election or re-election at the AGM should continue in their role as they bring a breadth of current and relevant business expertise to the Board. The Board remains satisfied that the individual contributions of each director are, and will continue to be, important to the Company's long-term sustainable success. Biographical details for each of the directors standing for re-election at the AGM, and details of their individual contributions to the operation of the Board during the year, are contained in the section on the Board in the annual report and accounts on pages 60 to 62.
Resolutions 13 and 14 – to re-appoint BDO LLP as auditors and determine auditors' remuneration These resolutions propose that BDO LLP should be re-appointed as the Company's auditors and authorises the directors, upon the recommendation from the Company's audit committee, to determine their remuneration.
The directors, having regard to the audit committee's recommendation, consider that the level of consultancy related non-audit fees to audit fees undertaken by BDO LLP is appropriate for the advisory work undertaken for the year ended 30 June 2025, and that these fees do not create a conflict of interest on the part of the independent auditor.
Under the Companies Act 2006 the directors may only allot shares (or grant certain rights over shares) with the authority of shareholders in general meeting (other than pursuant to an employee share scheme). In certain circumstances this could be unduly restrictive. The directors' existing authority to allot shares, which was granted at the annual general meeting held on 16 December 2024, will expire at the end of this year's AGM.
The authority in paragraph (a) of this resolution will allow the directors to allot new shares in the Company or to grant rights to subscribe for or convert any security into shares in the Company up to an aggregate nominal amount of £4,154,130, which is equivalent to approximately one third of the current issued ordinary share capital of the Company as at 17 October 2025 (being the last practicable day prior to the publication of this notice).
The authority in paragraph (b) of this resolution will allow the directors to allot new shares or to grant rights to subscribe for or convert any security into shares in the Company only in connection with a preemptive rights issue up to an aggregate nominal value of £8,308,261, which is approximately two thirds of the Company's issued share capital as at 17 October 2025 (inclusive of the aggregate nominal value of £4,154,130 sought under paragraph (a) of the resolution). This is in line with corporate governance guidelines.
These authorities will expire immediately following the Company's 2026 AGM or on 24 February 2027, whichever is the earlier. There is no present intention to exercise these authorities.
The directors intend to renew these authorities at each annual general meeting of the Company, in accordance with current best practice.
As at 17 October 2025, (being the latest practicable date before the publication of this notice), the Company held no Ordinary Shares in treasury.
If the directors wish to exercise the authority under Resolution 15 to allot new shares or grant rights over shares or sell treasury shares for cash (other than pursuant to an employee share scheme), company law requires that these shares are first offered to existing shareholders in proportion to their existing holdings. There may be occasions, however, when the directors will need the flexibility to finance business opportunities to allot new shares (or to grant rights over shares) for cash or to sell treasury shares for cash without first offering them to existing shareholders in proportion of their holdings. This cannot be done unless the shareholders have first waived their pre-emption rights.
Resolution 16 will give directors the power to issue shares without the application of pre-emption rights: (a) apart from rights issues or any other pre-emptive offer concerning equity securities, the authority will be limited to the allotment of shares for cash or sale of treasury shares for cash up to an aggregate nominal value of £1,246,239 which is equivalent to approximately 10 per cent. of the Company's issued ordinary share capital as at 17 October 2025 (being the latest practicable date prior to the publication of this notice); and (b) otherwise than pursuant to (a), 20 per cent of the number of shares referred to in (a) above for the purposes of making a follow on offer.
Resolution 16 also seeks a disapplication of the pre-emption rights on a rights issue or other preemptive issue so as to allow the directors to make exclusions or such other arrangements as may be appropriate to resolve legal or practical problems which, for example, might arise with overseas shareholders.
The Board intends to adhere to the guidance issued by the Investment Association (as updated in February 2023), the Pre-Emption Group's Statement of Principles (as updated in November 2022) (the "Statement of Principles") and the template resolutions published by the Pre-Emption Group in November 2022.
Resolution 17 will give directors the power to issue shares without the application of pre-emption rights: (a) for cash on a non-pre-emptive basis an aggregate nominal value of £1,246,239 which is equivalent to approximately 10 per cent. of the Company's issued ordinary share capital (which includes the sale on a non pre-emptive basis of any shares held in treasury) as at 17 October 2025 (being the latest practicable date prior to the publication of this notice), if used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles; and (b) otherwise than pursuant to (a), 20 per cent of the number of shares referred to in (a) above for the purposes of making a follow on offer.
Unless shareholder approval is obtained, Ordinary Shares will only be issued pursuant to these authorities for cash on a non pre-emptive basis at a premium to the prevailing net asset value per share at the time of issue in order to take account of the costs of such issue and will therefore be non-dilutive to the prevailing net asset value per share for existing shareholders.
If given, the authorities contained in Resolutions 16 and 17 will expire at the conclusion of the 2026 AGM or on 24 February 2027 (the date which is 15 months after the passing of the resolution), whichever is earlier.
At the annual general meeting of the Company held on 16 December 2024, the Company was authorised to make market purchases of up to 186,811,253 of its own Ordinary Shares. This authority will expire at the end of this year's AGM.
Resolution 18 is proposed as a special resolution, to authorise the Company to make market purchases of up to 186,811,253 Ordinary Shares. This equals 14.99 per cent of the Ordinary Shares in issue on 17 October 2025 (being the latest practicable date prior to the publication of this document). As previously noted, the Company does not as at the date of this document hold any Ordinary Shares in treasury. The maximum price that may be paid shall be the higher of (i) 5 per cent above the average of the middle market quotations for an ordinary share for the five business days immediately before the day on which such share is contracted to be purchased and (ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venue where the purchase is carried out (in each case exclusive of all expenses). The minimum price which may be paid for each Ordinary Share shall be £0.01 (exclusive of all expenses).
The authority conferred by Resolution 18 will expire at the earlier of the end of next year's annual general meeting or 24 February 2027.
The Company may hold in treasury any of its Ordinary Shares that it purchases in accordance with the Companies Act 2006 and the authority conferred by this resolution. This would give the Company the ability to re-issue treasury shares quickly and cost effectively and would provide the Company with greater flexibility in the management of its capital base. Ordinary Shares held in treasury may subsequently be cancelled, sold for cash, or transferred for the purposes of, or pursuant to, employee share scheme. Once held in treasury, the Company is not entitled to exercise any rights, including the right to attend and vote at meetings, in respect of those Ordinary Shares. Further, no dividend or other distribution of the Company's assets may be made to the Company in respect of the Ordinary Shares held in treasury.
If Resolution 18 is passed at the AGM, in order to respond properly to the Company's capital requirements and the prevailing market conditions, the Board will need to assess at the time of any and each actual purchase whether to hold the Ordinary Shares in treasury or cancel them, provided it is permitted to do so.
As at 17 October 2025, (being the latest practicable date prior the publication of this document), there were options outstanding over 2,331,582 Ordinary Shares which, if exercised at that date, would have represented 0.19 per cent of the Company's issued ordinary share capital. If the authority given by resolution 18 were to be fully used, these would then represent 0.22 per cent of the Company's issued ordinary share capital.
Resolution 19 – period of notice for general meetings (other than annual general meetings) The notice period required by the Companies Act 2006 for general meetings of the Company is 21 days unless shareholders approve a shorter notice period, which cannot however be less than 14 clear days. Annual general meetings will continue to be held on at least 21 clear days' notice.
The shorter notice period would not be used as a matter of routine for such meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole.
The approval will be effective until the Company's next annual general meeting, when it is intended that a similar resolution will be proposed.
Under the Companies Act 2006, in order to be able to call a general meeting on less than 21 clear days' notice, the Company must make a means of electronic voting available to all shareholders for that meeting.
Only those shareholders registered in the Company's register of members at:
shall be entitled to vote at the meeting. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to vote at the meeting, subject to the below restrictions on attendance at the AGM, speak and vote at the meeting.
Shareholders should submit their votes by proxy by 10.00 a.m. on 20 November 2025.
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 two 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.
Information regarding the meeting, including the information required by section 311A of the Companies Act 2006, can be found at www.supermarketincomereit.com
Please ensure to bring a form of identification with you to the AGM. We recommend that you arrive by 9.30 a.m. to enable us to carry out all registration formalities to ensure a prompt start at 10.00 a.m. If you have any special needs or require wheelchair access to the venue, please contact the Company Secretary by telephone on +447968 094 343 in advance of the meeting. Mobile phones may not be used in the meeting and cameras and recording equipment are not allowed in the meeting.
We are pleased to be able to provide a facility for shareholders to access the AGM remotely and follow the business of the meeting and to provide you with an opportunity to submit written questions. However, for the avoidance of doubt, you will not be considered 'in attendance' in accordance with Article 30 of the Articles of Association, and as such, we encourage you to submit your votes in advance by lodging a proxy appointment (please refer to the 'Voting' section below).
You will need to visit https://webcast.openbriefing.com/supr-2025/ using your smartphone, tablet or computer. You will then be prompted to enter your unique 11-digit Investor Code (IVC) including any leading zeros and 'PIN'. Your PIN is the last 4 digits of your IVC. This will authenticate you as a shareholder.
For UK register shareholders, your IVC can be found on your share certificate. You can also obtain this by contacting MUFG Corporate Markets, our Registrar, by calling +44 (0) 371 277 1020*
For SA register shareholders, please contact [email protected] who will provide you with a code and PIN to enter the meeting.
Access to the AGM will be available from 30 minutes before the start of the event although you will not be able to listen to the audio until the meeting is declared open.
If you wish to appoint someone to access the AGM electronically on your behalf, please contact MUFG Corporate Markets on +44 (0) 371 277 1020* in order to obtain their IVC and PIN. It is suggested that you do this as soon as possible and at least 48 hours (excluding non-business days) before the meeting.
If your shares are held within a nominee and you wish to access the AGM electronically, you will need to contact your nominee as soon as possible. Your nominee will need to present a corporate letter of representation to MUFG Corporate Markets, our registrar, as soon as possible and at least 72 hours (excluding non-business days) before the meeting, in order that they can obtain for you your unique IVC and PIN to enable you to access the AGM electronically.
*Lines are open from 9.00 a.m. to 5.30 p.m. Monday to Friday, calls are charged at the standard geographic rate and will vary by provider. Calls outside the UK will be charged at the applicable international rate.
The AGM will be broadcast in audio format with presentation slides. Once logged in, and at the commencement of the meeting, you will be able to listen to the proceedings of the meeting on your device, as well as being able to see the slides of the meeting (which will include the Resolutions to be put forward to the meeting), these slides will progress automatically as the meeting progresses.
If you wish to appoint a proxy and for them to attend the meeting on your behalf, please submit your proxy appointment in the usual way. Details of which are set out below.
It is suggested that you do this as soon as possible and, in any case, at least 48 hours (excluding non-working days) before the meeting.
A member entitled to attend and vote at the meeting convened by the above Notice of AGM is entitled to appoint one or more proxies to exercise all or any of the rights of the member to attend and speak and vote in his/her place, subject to the above restrictions on attendance at the AGM. If a shareholder wishes to appoint more than one proxy using a hard copy proxy form and so requires additional proxy forms, the shareholder should photocopy the proxy form or contact the Company's Registrar, MUFG Corporate Markets, using the contact details provided below or at Central Square, 29 Wellington Street, Leeds, LS1 4DL. A proxy need not be a member of the Company.
You can vote either:
Shareholders can vote electronically via the Investor Centre, a free app for smartphone and tablet provided by MUFG Corporate Markets (the company's registrar). It allows you to securely manage and monitor your shareholdings in real time, take part in online voting, keep your details up to date, access a range of information including payment history and much more. The app is available to download on both the Apple App Store and Google Play, or by scanning the relevant QR code below. Alternatively, you may access the Investor Centre via a web browser at: https://uk.investorcentre.mpms.mufg.com/.


CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & International Limited's specifications and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Company's registrars (ID: RA10) by 10.00 a.m., on 20 November 2025. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & International Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has
appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings (www.euroclear.com).
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 (as amended).
To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Any amended proxy appointment must be received no later than 10.00 a.m. on 20 November 2025 and any amended proxy appointment received after the relevant cut-off time will be disregarded.
If you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hardcopy proxy form, please contact MUFG Corporate Markets via email at [email protected] or on 0371 664 0300 (or +44 371 664 0300 if you are outside the United Kingdom) and ask for another proxy form.
If you submit more than one valid proxy appointment in respect of the same share for the purposes of the same meeting, the appointment last delivered or received shall prevail in conferring authority on the person named in it to attend the meeting and speak and vote. If the Company is unable to determine which appointment was last validly received, none of them shall be treated as valid in respect of the relevant share(s).
In order to revoke a proxy instruction you will need to inform the Company by sending notice in writing clearly stating your intention to revoke your proxy appointment to MUFG Corporate Markets at PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL (accompanied by the power of attorney or other authority (if any) under which the revocation notice is signed or a notarially certified copy of such power or authority). The revocation notice must be received no later than 10.00 a.m. on 20 November 2025.
In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.
If you attempt to revoke your proxy appointment but the revocation is received after the time specified above then your proxy appointment will remain valid (unless you attend the meeting and vote in person).
In the case of joint holders, where more than one of the joint holders completes a proxy appointment, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).
A corporation which is a shareholder can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a shareholder provided that no more than one corporate representative exercises powers over the same share.
Any person to whom this notice is sent who is a person nominated under s.146 Companies Act 2006 to enjoy information rights (a "Nominated Person") may, under an agreement between him or her and the member by whom he or she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the annual general meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he or she may, under any such agreement, have a right to give instructions to the member as to the exercise of voting rights.
The statement of the rights of members in relation to the appointment of proxies does not apply to Nominated Persons. The rights described in those notes can only be exercised by members of the Company.
The main point of contact for a Nominated Person in terms of their investment in the Company remains the member by whom he or she was nominated (or perhaps a custodian or broker who administers the investment) and a Nominated Person should continue to contact them (and not the Company) regarding changes or queries relating to their personal details and their interest in the Company (including any administrative matters). The only exception to this is where the Company expressly requests a response from a Nominated Person.
A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If you either select the "Discretionary" option or if no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
As at 5.00 p.m. on 17 October 2025, which is the latest practicable date before publication of this notice, the Company's issued share capital comprised 1,246,239,185 ordinary shares of £0.01 each. Each ordinary share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights on that date is 1,246,239,185. No shares are held in treasury.
The Company's website will include information on the number of shares and voting rights.
Any shareholder or proxy can ask questions. If you would like to ask a question, please raise your hand at any time during the Q&A session up until the Chair closes the session.
Under section 527 of the Companies Act 2006, shareholders meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstances connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.
Where a shareholder or shareholders wishes to request the Company:
Copies of the service contracts of the executive directors under which they are employed by the Company, the letters of appointment of the non-executive directors and the Company's articles of association are available for inspection at the Company's registered office during normal business hours and will be available at the AGM venue 15 minutes before the meeting. Accordingly, if you wish to inspect any of these documents, you should e-mail [email protected] to arrange an appointment.
Voting on all resolutions will be conducted by way of a poll rather than a show of hands. This is a more transparent method of voting as member votes are to be counted according to the number of shares held. As soon as practicable following the meeting, the results of the voting and the number of proxy votes cast for and against and the number of votes actively withheld in respect of each of the resolutions will be announced via a regulatory information service and also placed on the Company's website.
Except as provided above, shareholders who have general queries about the meeting should contact MUFG Corporate Markets, by email at [email protected] or you may call on 0371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 - 17:30, Monday to Friday excluding public holidays in England and Wales.
You may not use any electronic address provided in this notice of Annual General Meeting, or in any related documents for communicating with the Company for the purposes other than those expressly stated.
Only those SA Register Shareholders registered in the Company's South African register of members at:
shall be entitled to vote at the meeting. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to vote at the meeting, subject to the below restrictions on attendance at the AGM, speak and vote at the meeting.
Each shareholder is entitled to appoint one or more proxies (none of whom need to be a shareholders) to attend, speak, vote or abstain from voting in place of that Shareholder by completing the form of proxy enclosed herewith, which will also be available on the Company's website at www.supermarketincomereit.com.
A shareholder may insert the name of a proxy or the name of two alternative proxies of the shareholder's choice in the space/s provided, with or without deleting 'the Chair of the Meeting,' but any such deletion must be initialled by the Shareholder. The person whose name stands first on the form of proxy and who is present at the AGM will be entitled to act as proxy to the exclusion of those whose names follow.
Forms of proxy from SA Register Shareholders must be lodged with or posted to the Company's SA Transfer Secretaries, Computershare Investors Services Proprietary Limited, Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196 (Private Bag X9000, Saxonwold 2132, South Africa), faxed to +27 11 688 5238 or emailed to [email protected] to be received by no later than 12.00 p.m. (South African Standard Time) on 20 November 2025.
The completion and lodging of a form of proxy will not preclude the shareholder from attending the AGM and speaking and voting in person to the exclusion of any proxy appointed in terms hereof, should such shareholder wish to do so.
If the signatory does not indicate in the appropriate place on the face of the form of proxy how he/she wishes to vote in respect of any Resolutions, his/her proxy shall be entitled to vote as he/she deems fits in respect of that Resolution. The Chair intends to vote all unavailable undirected proxies in favour of all Resolutions.
The Chair of the AGM shall be entitled to decline to accept the authority of a person signing the form of proxy:
unless the power of attorney or authority is deposited at the office of the Company's SA Transfer Secretaries, not less than 48 hours before the time appointed for the holding of the AGM.
The Chair of the AGM may reject or accept any form of proxy, which is completed and/or received other than in accordance with these notes, provided that the Chair is satisfied as to the manner in which the shareholder concerned wishes to vote.
Except as otherwise set out in these notes, a deletion of any printed matter and the completion of any blank spaces on the form of proxy need not be signed or initialled. Any alterations must be signed, not initialled.
If the shareholding is not indicated on the form of proxy, the proxy will be deemed authorised to vote the total shareholding registered in the shareholder's name. A vote given in terms of an instrument of proxy shall be valid in relation to the AGM, notwithstanding the death of the person granting it, or the revocation of the proxy, or the transfer of the Ordinary Shares in respect of which the vote is given, unless an intimation in writing of such death, revocation or transfer is received by the Company's SA Transfer Secretaries no less than 48 hours before the commencement of the AGM.
Documentary evidence establishing the authority of a person signing the form of proxy in a representative capacity (e.g. for a company, close corporation, trust, pension fund, deceased estate, etc.) must be attached to the form of proxy unless previously recorded by the Company or its SA Transfer Secretaries or waived by the Chair of the AGM.
Where a form of proxy is signed under power of attorney, such power of attorney must accompany the form of proxy, unless it has previously been registered with the Company or the SA Transfer Secretaries.
Where there are joint holders of Ordinary Shares and if more than one such joint holder is present or represented thereat, then the person whose name appears first in the register of such Ordinary Shares or his/her proxy, as the case may be, shall alone be entitled to vote in respect thereof.
Where Ordinary Shares are held jointly, all joint holders are required to sign.
A minor must be assisted by his/her parent or guardian, unless relevant documents establishing his/her legal capacity are produced or have been registered by the SA Transfer Secretaries of the Company.
Dematerialised SA Register Shareholders who have not selected 'own-name' registration and who wish to attend the AGM or to vote by way of proxy, must advise their central securities depositary ("CSD") Participant or broker who will issue the necessary letter of representation in writing, for a dematerialised SA Register Shareholder or proxy to do so.
Dematerialised SA Register Shareholders who have not selected 'own-name' registration, who are unable to attend the AGM and who wish to be represented and vote thereat must provide their CSD Participant or broker with their voting instructions in terms of the custody agreement entered into between such SA Register Shareholder and their CSD Participant or broker in the manner and time stipulated therein.
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