Balanced Commercial Property Trust — Proxy Solicitation & Information Statement 2011

Jan 24, 2011

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you should consult your stockbroker, solicitor, accountant, bank manager or other independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all your Shares in F&C Commercial Property Trust Limited (the ''Company''), you should pass this document together with the accompanying Form of Proxy at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. If you have sold or otherwise transferred only part of your holding of Shares, you should retain these documents and consult the stockbroker, bank or other agent through whom the sale was effected.

The Company is authorised as an Authorised Closed-Ended Investment Scheme by The Guernsey Financial Services Commission (the ''Commission'') under section 8 of the Protection of Investors (Bailiwick of Guernsey) Law, 1987 (as amended) and the Authorised Closed-Ended Investment Scheme Rules 2008 made thereunder (the ''Rules''). Notification of the proposals outlined in this document has been given to the Commission pursuant to Part 5 of the Rules. The Commission has not reviewed this document and neither the Commission nor the States of Guernsey Policy Council take any responsibility for the correctness of any statements made or opinions expressed with regard to the Company.

The definitions used in this document are set out in Part 3 of this document.

F&C COMMERCIAL PROPERTY TRUST LIMITED

(An Authorised Closed-Ended Investment Scheme incorporated in Guernsey with registered number 50402)

Proposed waiver of the requirements of Rule 9 of the City Code on Takeovers and Mergers

and

Notice of Extraordinary General Meeting

Your attention is drawn to the letter from the Chairman of the Company set out in Part 1 of this document which recommends that you vote in favour of the resolution to be proposed at the Extraordinary General Meeting referred to below.

Notice of an EGM of F&C Commercial Property Trust Limited to be held at 11.00 a.m. on 14 February 2011 at Trafalgar Court, Les Banques, St. Peter Port, Guernsey GY1 3QL is set out at the end of this document. A Form of Proxy for use in conjunction with the EGM is enclosed. Whether or not you propose to attend the EGM, you are requested to complete the Form of Proxy in accordance with the instructions printed on it, and return it to the Registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY as soon as possible, but in any event so as to be received no later than 11.00 a.m. on 11 February 2011. Completion and posting of the Form of Proxy will not prevent a Shareholder from attending in person at the Extraordinary General Meeting.

Dickson Minto, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for F&C Commercial Property Trust Limited and no one else in connection with the matters described in this document and will not be responsible to any person other than F&C Commercial Property Trust Limited for providing the protections afforded to clients of Dickson Minto nor for providing advice in relation to such matters.

Dated 24 January 2011

PART 1

Letter from Chairman

F&C COMMERCIAL PROPERTY TRUST LIMITED

(An Authorised Closed-Ended Investment Scheme incorporated in Guernsey with registered number 50402)

Directors: Registered office:

John Stephen (Chairman) Trafalgar Court Chris Russell Les Banques Jonathan Hooley St. Peter Port Peter Niven Guernsey Brian Sweetland GY1 3QL Nicholas Tostevin

24 January 2011

Dear Shareholder,

Proposed waiver of the requirements of Rule 9 of the City Code on Takeovers and Mergers

Introduction

On page 16 of this document you will find a notice convening an Extraordinary General Meeting of the Company to be held on 14 February 2011 at 11.00 a.m. at Trafalgar Court, Les Banques, St. Peter Port, Guernsey GY1 3QL. At the Extraordinary General Meeting, a resolution will be put to Independent Shareholders to approve a waiver by the Takeover Panel with respect to the application of Rules 9 and 37 of the Takeover Code arising out of any purchases by the Company of its Shares.

Further details of this resolution and why it is being proposed are set out in this document.

Share buy back authority

At the annual general meeting of the Company held on 19 May 2010, Shareholders authorised the Company to make market purchases of up to 102,012,496 Shares, being 14.99 per cent. of the issued share capital of the Company as at that date. Under this authority, purchases will only be made in accordance with the Listing Rules which provide that the price to be paid must not be more than five per cent. above the average of the middle market quotations for the Ordinary Shares for the five business days before the Shares are purchased. This authority is due to expire at the conclusion of the annual general meeting of the Company to be held in 2011 or, if earlier, on 19 November 2011. The Board's stated intention is to use this share buy back authority to purchase Ordinary Shares (subject to the income and cash flow requirements of the Company and where the Directors believe the price available to be in the bestinterests of Shareholders as a whole) if the share price of an Ordinary Share is more than five per cent. below the published net asset value per share for a continuous period of 20 dealing days or more. Furthermore, any buy back of Ordinary Shares will be made subject to Guernsey law and within any guidelines established from time to time by the Board and the making and timing of any buy backs will be at the absolute discretion of the Board.

Rules 9 and 37 of the Takeover Code

Under Rule 9 of the Takeover Code, any person who acquires, whether by a series of transactions over a period of time or not, an interest in shares (as defined in the Takeover Code) which, when taken together with shares already held by him or held or acquired by persons acting in concert with him, carry 30 per cent. or more of the voting rights of a company which is subject to the Takeover Code, or who holds more than 30 per cent. but not more than 50 per cent. of the voting rights of such a company and acquires an interest in any additional shares carrying voting rights of that company, is normally required to make a general cash offer to all the remaining shareholders of the company to acquire their equity shares and transferable securities carrying voting rights in the company. An offer under Rule 9 of the Takeover Code must be in cash at the highest price paid by the person or the group of persons acting in concert in the preceding 12 months. Rule 37 of the Takeover Code extends this principle so that when a company purchases its own voting shares any resulting increase in the percentage of shares carrying voting rights which a person or group of persons acting in concert is interested will be treated as an acquisition for the purposes of Rule 9 of the Takeover Code (although a shareholder who is neither a director nor acting in concert with a director will not normally incur an obligation to make an offer under Rule 9 of the Takeover Code).

Resolution Concert Party's holding in the Company and application of the Takeover Code

At the time of posting of the notice of the 2010 AGM, the Resolution Concert Party held in excess of 50 per cent. of the issued share capital of the Company. Thereafter, on 26 April 2010, Friends Provident Life Assurance Limited and Friends Provident Life and Pensions Limited, being members of the Resolution Concert Party, sold in aggregate approximately 16.15 per cent. of the issued share capital of the Company to Phoenix Life Limited. Immediately following completion of this sale, the aggregate holding of the Resolution Concert Party in the issued share capital of the Company was reduced from 50.30 per cent. to 34.15 per cent.¹

Peter Niven is a Director of the Company and a director of Resolution. The Resolution Concert Party is therefore deemed to be acting in concert with Peter Niven. Accordingly, if any Shares were to be repurchased by the Company and the members of the Resolution Concert Party did not sell a proportionate amount of their holding, then the aggregate percentage holding of the Resolution Concert Party would increase and, pursuant to Rule 37 of the Takeover Code, in the absence of a waiver from the Takeover Panel, the Resolution Concert Party would be required to make a general cash offer to all of the remaining Shareholders of the Company to acquire their Shares.

Rule 9 Waiver

In order to give the Company flexibility to utilise the share buy back authority granted at the 2010 AGM without triggering a mandatory bid obligation, the Company has consulted with the Takeover Panel and the Takeover Panel has agreed to waive the requirement for the Resolution Concert Party to make a general offer to all Shareholders under Rule 9 of the Takeover Code in circumstances where, following the purchase of Shares by the Company in the market, the aggregate percentage holding of the Resolution Concert Party increases. This Takeover Panel waiver is subject to the approval by a vote of Independent Shareholders on a poll at the Extraordinary General Meeting. The resolution to be proposed at the Extraordinary General Meeting seeks this approval. The Rule 9 Waiver, if approved, will expire at the conclusion of the annual general meeting of the Company in 2011 at which time it would be the Directors' intention to seek approval for its renewal.

If the maximum number of Shares was bought back by the Company pursuant to the share buy back authority granted at the 2010 AGM and assuming no sales were made by the Resolution Concert Party, then the Resolution Concert Party would, in aggregate, hold Shares carrying 40.18 per cent. of the voting share capital.

Your attention is drawn to Part 2 to this document which sets out certain further information and financial information respectively that is required to be disclosed in this document pursuant to the rules contained in the Takeover Code.

Action to be taken by Shareholders

You will find enclosed with this document a Form of Proxy for use by Independent Shareholders at the Extraordinary General Meeting. Whether or not you intend to be present at the Extraordinary General Meeting, you are requested to complete the Form of Proxy in accordance with the instructions printed on it and return it to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY so as to be received as soon as possible and, in any event, not later than 11.00 a.m. on 11 February 2011. Completion of a Form of Proxy will not prevent a Shareholder attending the Extraordinary General Meeting in person.

¹ Both percentages stated exclude the interests of AXA Sun Life plc which was acquired by a subsidiary of Resolution on 15 September 2010 and now forms part of the Resolution Concert Party.

Please note that only Independent Shareholders are entitled to vote on the resolution to approve the Rule 9 Waiver and that the vote will be by way of a poll. Accordingly, it is very important that the Form of Proxy is completed and returned.

Recommendation and independent advice

The Independent Directors, who have been so advised by DicksonMintoW.S., consider the Rule 9Waiver to be fair and reasonable and in the best interests of the Independent Shareholders and the Company as a whole. In providing its advice, Dickson Minto W.S. has taken into account, inter alia, the commercial assessments of the Independent Directors.

Accordingly, the Independent Directors unanimously recommend that the Independent Shareholders vote in favour of the resolution approving the Rule 9 Waiver as they intend to do in respect of their own beneficial holdings.

In accordance with the provisions of the Takeover Code, the Resolution Concert Party is considered to be interested in the outcome of the resolution to approve the Rule 9 Waiver and, accordingly, will not vote on the resolution to be proposed at the EGM and they have so confirmed this to the Company. Similarly, Peter Niven, a Director of the Company and Resolution, is deemed to be acting in concert with the Resolution Concert Party and, accordingly, he has also agreed to abstain from voting on the resolution at the Extraordinary General Meeting in respect of the Shares beneficially held by him.

Yours faithfully,

John Stephen

Chairman

PART 2

Additional information

1. Responsibility

• 1.1 The Directors, whose names appear on page 2, accept responsibility for the information contained in this document other than information relating to the Resolution Concert Party (save for the information set out in paragraph 5.4 of this Part 2) or the Resolution Directors. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this document for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.
• 1.2 For the purposes of Rule 19.2 of the Takeover Code only, the Resolution Directors accept responsibility for the information contained in this document relating to themselves and the Resolution Concert Party (save for the information set out in paragraph 5.4 of this Part 2). To the best of the knowledge and belief of the Resolution Directors (who have taken all reasonable care to ensure that such is the case) such information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

2. Directors

The Directors as at the date of this document and their functions are as follows:

John Stephen (Chairman, non-executive director and Chairman of the Nomination Committee) Chris Russell (Deputy chairman and non-executive director) Jonathan Hooley (Non-executive director and Chairman of the Management Engagement Committee) Peter Niven (Non-executive director) Brian Sweetland (Non-executive director) Nicholas Tostevin (Non-executive director and Chairman of the Audit Committee)

3. Resolution Directors

The Resolution Directors as at the date of this document and their functions are as follows:

Michael Biggs (Chairman and non-executive director) Jacques Aigrain (Non-executive director) Gerardo Arostegui (Non-executive director) Mel Carvill (Non-executive director) Fergus Dunlop (Non-executive director) Phil Hodkinson (Non-executive director) Denise Mileham (Non-executive director) Peter Niven (Non-executive director) Gerhard Roggemann (Non-executive director) Tim Wade (Non-executive director)

4. Continuation of business

The Directors intend to continue to conduct the business of the Company as an investment company in accordance with its investment policy from time to time and Resolution has confirmed that it will not seek to procure that the Company makes any changes to its investment policy, nor to the way in which the Company's investments are managed at any time.

5. Other disclosures required under the Takeover Code

• 5.1 Interests of Resolution Concert Party
• 5.1.1 At 19 January 2011 (being the latest practicable date prior to the posting of this document), the interests of the Resolution Concert Party in Shares were as set out below:

Resolution Concert Party	Number of Shares held	Percentage of existing issued share capital	Maximum percentage of issued share capital 1
Resolution Limited	^	^	^
AXA Sun Life plc	38,7252	0.01%	0.01%
Friends Provident Life Assurance Limited	53,213,072	7.82%	9.20%
Friends Provident Life and Pensions Limited	175,098,068	25.73%	30.26%
London Capital Holdings Limited	275,950	0.04%	0.05%
St Christopher's Place Limited	3,822,800	0.56%	0.66%
Total holdings of Resolution Concert Party	232,448,615	34.16%	40.18%

Notes:

1. Assuming that the share buy back authority granted at the 2010 AGM is exercised in full, all Shares purchased are cancelled and none of the Resolution Concert Party sell any of their Shares.

2. Shares held by AXA Sun Life plc which are managed by investment fund managers under discretionary investment management arrangements are excluded from the stated holdings of the Resolution Concert Party.

5.1.2 The following dealings in Shares by the Resolution Concert Party have taken place in the 12 months ended on 19 January 2011 (being the latest practicable date prior to the posting of this document):

Resolution	Date of		Number of
Concert Party	transaction	Transaction	Shares	Price (p)
AXA Sun Life plc*	27 January 2010	Market sale	5,000	89.00
AXA Sun Life plc*	26 February 2010	Market sale	2,175	91.85
AXA Sun Life plc*	15 March 2010	Market purchase	10,000	92.78
AXA Sun Life plc*	18 May 2010	Market purchase	9,700	95.08
AXA Sun Life plc*	4 August 2010	Market sale	4,270	91.36
AXA Sun Life plc	14 October 2010	Market sale	26,100	90.50
Friends Provident Life
Assurance Limited	26 April 2010	Off-market sale	25,160,678	91.00
Friends Provident Life
and Pensions Limited	26 April 2010	Off-market sale	84,729,432	91.00

* AXA Sun Life plc was not ^a Resolution Concert Party on the dates of these transactions. AXA Sun Life plc was acquired by Friends Provident Holdings (UK) Limited, ^a subsidiary of Resolution, on 15 September 2010.

5.2 Interests of the Directors

5.2.1 At 19 January 2011 (being the latest practicable date prior to the posting of this document), the interests of the Directors in Shares are set out below:

Number of	Percentage of existing
Shares held	issued share capital
42,389	0.006%
50,000	0.007%
60,000	0.009%
43,142	0.006%
88,961	0.013%
	0.003%
	21,832

5.2.2 The following dealings in Shares by Directors have taken place in the 12 months ended on 19 January 2011 (being the latest practicable date prior to the posting of this document):

	Date of		Number of
Director	transaction	Transaction	Shares	Price (p)
Chris Russell	17 September 2010	Market purchase	50,000	92.71

5.3 Interests of the Resolution Directors

5.3.1 At 19 January 2011 (being the latest practicable date prior to the posting of this document), the interests of the Resolution Directors in Shares are as set out below:

	Number of	Percentage of existing
Resolution Director	Shares held	issued share capital
Michael Biggs	Nil	Nil
Jacques Aigrain	Nil	Nil
Gerardo Arostegui	Nil	Nil
Mel Carvill	Nil	Nil
Fergus Dunlop	Nil	Nil
Phil Hodkinson	Nil	Nil
Denise Mileham	Nil	Nil
Peter Niven	43,142	0.006%
Gerhard Roggemann	Nil	Nil
Tim Wade	Nil	Nil

5.3.2 None of the Resolution Directors has dealt in Shares in the 12 months ended on 19 January 2011 (being the latest practicable date prior to the posting of this document).

5.4 Interests of the Directors in Resolution Shares

5.4.1 At 19 January 2011 (being the latest practicable date prior to the posting of this document), the Directors had the following interests in Resolution Shares:

	Number of Resolution	Percentage of issued
Director	Shares held	Resolution Shares
Nicholas Tostevin	18,000 1	0.01

5.4.2 The following dealings in Resolution Shares by Directors have taken place in the 12 months ended on 19 January 2011 (being the latest practicable date prior to the posting of this document):

	Date of		Number of
Director	transaction	Transactions	Resolution Shares	Price (p)
Nicholas Tostevin	29 January 2010	Market purchase	30,000 2	80.05

Notes:

• 1. This holding is held by Crossways Trustees Ltd in its capacity as trustee of theMagic Retirement Annuity Trust, being the pension fund of Nicholas Tostevin.
• 1. 30,000 Resolution Shares were acquired by Crossways Trustees Ltd, in its capacity as trustee of the Magic Retirement Annuity Trust, on 29 January 2010. Following the rights issue and share consolidation undertaken by Resolution and approved at a general meeting of Resolution held on 20 July 2010, this holding was consolidated to become a holding of 18,000 Resolution Shares.

5.5 General

• 5.5.1 Save as disclosed in paragraph 5.1 or paragraph 5.3 of this Part 2, neither the Resolution Concert Party nor any of the Resolution Directors, nor any member of their close relatives or related trusts, nor any person acting in concert with the Resolution Concert Party owns or controls or (in the case of the Resolution Directors and their close relatives or related trusts) is interested, directly or indirectly in, or has borrowed or lent (save for any borrowed securities which have either been on-lent or sold), has rights to subscribe to, or has any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery in, any relevant securities as defined in paragraph 5.6.4 of this Part 2, nor has any such person dealt for value therein during the 12 months prior to 19 January 2011 (being the latest practicable date prior to the posting of this document).
• 5.5.2 Save as disclosed in paragraph 5.1 or paragraph 5.2 of this Part 2, neither any of the Directors nor any of their close relatives or related trusts (so far as the Directors are aware having made due enquiry) nor any person acting in concert with the Company is interested, directly or indirectly, has rights to subscribe to, or has any short position in relevant securities.
• 5.5.3 Save as disclosed in paragraph 5.4 of this Part 2, neither the Company nor any of the Directors nor any of their close relatives or related trusts (so far as the Directors are aware having made due and careful enquiries), owns or controls or (in the case of the Directors and their close relatives or related trusts) is interested, directly or indirectly in, or has any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery in, Resolution Shares or any securities convertible into, or exchangeable for, rights to subscribe for and options (including traded options) in respect of, and derivatives referenced to, any of the foregoing.
• 5.5.4 As at 19 January 2011 (being the latest practicable date prior to the posting of this document) neither the Company, the Directors, nor any person acting in concert with the Directors has borrowed or lent any relevant securities (save for any borrowed securities which have either been on-lent or sold).
• 5.5.5 No connected adviser to the Company or to any associate of the Company or to any company which is an associate of the Company or to any concert party of the Company (other than an exempt principal trader or an exempt fund manager) nor any person controlling, controlled by or under the same control as any such connected adviser, nor any associates of the Company (as defined in paragraph 5.6.1 of this Part 2), nor any pension fund of the Company or any of its associates, nor any employee benefit trust of the Company or any of its associates, owns, controls, or is interested, directly or indirectly, in, or has rights to subscribe to, or has any short position in, any relevant securities.
• 5.5.6 Neither Resolution nor any person acting in concert with Resolution has any arrangement, agreement or understanding, formal or informal, of whatever nature relating to relevant securities which may be an inducement to deal or refrain from dealing.
• 5.6 For the purpose of paragraph 5.5:
• 5.6.1 references to an ''associate'' of a company include the company's parent, its subsidiaries and fellow subsidiaries and their associated companies, and companies of which such companies are associated companies (for this purpose ownership or control of 20 per cent. or more of the equity share capital of a company is regarded as the test of associated company status);

• 5.6.2 references to ''acting in concert'' with any party or person means any such person acting or deemed to be acting in concert with such party for the purposes of the Takeover Code;

• 5.6.3 references to a person having an ''interest'' in relevant securities includes where a person:

• (a) owns securities;
• (b) has the right (whether conditional or absolute) to exercise or direct the exercise of the voting rights attaching to securities or has general control of them;
• (c) by virtue of any agreement to purchase, option or derivative, has the right or option to acquire securities or call for their delivery or is under an obligation to take delivery of them, whether the right, option or obligation is conditional or absolute and whether it is in the money or otherwise; or
• (d) is party to any derivative whose value is determined by reference to the prices of securities and which results, or may result, in his having a long position in them;
• 5.6.4 references to ''relevant securities'' means Shares and any securities convertible into, or exchangeable for, rights to subscribe for and options (including traded options) in respect of, and derivatives referenced to, any of the foregoing; and
• 5.6.5 derivatives include any financial product whose value in whole or in part is determined directly or indirectly by reference to the price of an underlying security.

6. Middle market quotations

The middle market quotations for the Company on the first business day of each of the six months preceding the date of this document and on 19 January 2011, being the latest practicable date prior to the publication of this document, as derived from the London Stock Exchange Daily Official List, were:

19 January 2011 101.60 4 January 2011 106.20 1 December 2010 91.25 1 November 2010 91.15 1 October 2010 94.00 1 September 2010 88.60 2 August 2010	Date	Price (p)
		92.50

7. Material contracts

Other than the agreements described below, no contracts, other than contracts entered into in the ordinary course of business, have been entered into by the Company or any of its subsidiaries during the period of two years prior to posting of this document which are, or may be, material.

7.1 Investment management agreements

On 1 October 2010, an agreement was entered into between the Company (1), SCP Estate Holdings Limited (2), SCP Estate Limited (3) and F&C (4) in order to amend the terms of an agreement dated 5 June 2009 between the parties under which F&C provides management services to the Company and any further subsidiaries incorporated outside the FCPT Secured Group. On 1 October 2010, an agreement was entered into between FCPT Holdings Limited (1), F&C Commercial Property Holdings Limited (2) and F&C (3) in order to amend the terms of an agreement dated 4 March 2005 (as novated on 16 February 2007 and amended on 5 August 2008 and 5 June 2009) under which F&C provides management services to the FCPT Secured Group (both agreements together being referred to as the ''FCPT Amended IMAs''). The key amendments (which took effect on 1 October 2010) to the previous management arrangements made by the FCPT Amended IMAs were as follows:

7.1.1 the base management fee payable to F&C was amended to provide that F&C receives a base management fee from the Company quarterly in arrears, in an amount equal to 0.125 per cent. per quarter of the net assets at the relevant valuation date with a reduction to 0.0625 per cent. per quarter on cash held net of gearing in excess of 5 per cent. of net assets; and

7.1.2 the cap on the annual management fees, including performance fees, was reduced from 1.0 per cent. of the average total assets to 0.6 per cent. of the average total assets.

On 9 June 2010, the FCPT Group served notice of termination under its investment management contracts with F&C. Following the entering into of the FCPT Amended IMAs, these termination notices were withdrawn.

7.2 Friends Provident relationship agreement

By a letter dated 4 June 2009, Friends Provident Limited (being a subsidiary of Resolution) has irrevocably undertaken to the Company that at any time or times when Friends Provident Limited together with its Associates are entitled to exercise, or to control the exercise of, 30 per cent. or more of the rights to vote at general meetings of the Company, it will not and will exercise such rights as it may have to procure that none of its Associates will:

• (i) seek to nominate directors to the board of the Company who are not independent of Friends Provident Limited and its Associates;
• (ii) take, in Friends Provident Limited's or its Associates' capacity as beneficial holders of any Ordinary Shares, any action which would be detrimental to the general body of Shareholders; or
• (iii) permit Friends Provident Limited or any of its Associates to enter into any transaction or relationship with the Company other than at arm's length and on a normal commercial basis.

For these purposes, any action which has the support or recommendation of a majority of the Directors of the Company, or voting by Friends Provident Limited or its Associates at any general meeting convened by the Directors shall be deemed not to be detrimental.

7.3 Barclays facility agreement

By a facility agreement dated 25 June 2010 made between, among others, Barclays (in various capacities) (1), SCP Estate Holdings Limited (2) and SCP Estate Limited (3) (the ''Barclays Facility''), Barclays has provided a term loan facility of »50 million to SCP Estate Holdings Limited. No further amounts can be drawn down under the Barclays Facility and the Barclays Facility is repayable on 28 June 2017. The interest payable under the Barclays Facility has been fixed through an interest rate swap at an aggregate interest rate of 4.88 per cent. per annum for the full term of the facility, including the margin. This facility agreement contains customary covenants for an agreement of this nature and is secured by fixed and floating charges over the assets of the SCP Secured Group, a security interest agreement over the shares in SCP Estate Limited and a security interest agreement over the bank accounts of the SCP Secured Group.

8. Directors' service contracts

There are no service agreements in existence between the Company and any of the Directors nor are any such agreements proposed. However, each of John Stephen, Peter Niven, Brian Sweetland and Nicholas Tostevin has entered into written letters of appointment with the Company dated 21 May 2009. Jonathan Hooley and Chris Russell have each entered into written letters of appointment with the Company dated 7 July 2010 (but with effect from 31 October 2009). The Directors retire by rotation and stand for re-election at the Company's annual general meetings in accordance with the terms of the Articles and The UK Corporate Governance Code. The Company has the right to terminate each appointment without compensation if the relevant Director is required to vacate office in accordance with the Articles. Subject thereto, the letters of appointment do not contain any contractual provisions regarding the compensation which would be payable upon early termination by the Company and no other agreements regarding the payment of such compensation have been entered into.

9. Information on Resolution and the concert parties

Resolution is the holding company of the Resolution Concert Party, including:

• (a) AXA Sun Life plc;
• (b) Friends Provident Life and Pensions Limited;
• (c) Friends Provident Life Assurance Limited;
• (d) London Capital Holdings Limited; and
• (e) St Christopher's Place Limited.

Peter Niven is a Director of the Company and a director of Resolution. The Resolution Concert Party is therefore deemed to be acting in concert with Peter Niven.

The objective of Resolution is to acquire businesses in the life assurance, asset management, general insurance, banking and diversified general finance sectors in the United Kingdom and Western Europe and to restructure, consolidate and/or break up these companies to create value for shareholders. The Resolution Shares are admitted to the Official List (with a premium listing). Historical financial information in relation to Resolution is set out in paragraph 13 of this Part 2.

10. Significant change

Since 31 December 2009 (being the end of the last financial period of the Company for which audited accounts have been published), there has been no significant change in the financial or trading position of the Company.

11. General

• 11.1 Save as disclosed in this document, no agreement, arrangement or understanding (including any compensation arrangement) exists between any member of the Resolution Concert Party and:
• (i) any of the Directors, or recent directors of the Company;
• (ii) any Shareholders or recent shareholders of the Company; or
• (iii) any person interested or recently interested in Shares,

in each case, having any connection with or dependence upon the Rule 9 Waiver or which is conditional on the outcome of the consideration of the Rule 9 Waiver.

• 11.2 There is no agreement, arrangement or understanding, between the Directors and any other person by which the beneficial ownership of any Shares acquired by the Company pursuant to the exercise of the share buy back authority granted at the 2010 AGM will be transferred to any other person.
• 11.3 Dickson Minto W.S., of Broadgate Tower, 20 Primrose Street, London EC2A 2EW, which is acting as adviser to the Company in relation to the Rule 9 Waiver, has given and has not withdrawn its written consent to the issue of this document with the inclusion herein of the references to its name in the form and context in which it appears.

12. Documents available for inspection

Copies of the following documents are available for inspection at the offices of Dickson Minto W.S., Broadgate Tower, 20 Primrose Street, London EC2A 2EW, during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted), and www.fccpt.co.uk (unless noted differently below) during the period up to and including the day of the EGM.

• (i) the memorandum and Articles of the Company;

• (ii) the memorandum and articles of association of Resolution (available at http://www.resolution.gg/about-us/governance/*/media/Files/R/Resolution/pdf/ articles___incorp___18___may___2010.pdf);

• (iii) the Company's annual financial reports for the years ended 31 December 2009 and 31 December 2008 (available at http://www.fundnets.net/fn___filelibrary//File/ uk___re___it___annualreport___commprop.pdf and http://www.fandc.com/FundNets_FileLibrary/ file/uk_it_re_commprop_RA_2008.pdf);

• (iv) the Company's half yearly financial results for the six months ended 30 June 2010 (available at http://www.fundnets.net/fn___filelibrary//file/uk___re___propcom___interimreport.pdf);
• (v) Resolution's annual financial reports for the year ended 31 December 2009 and for the period ended 31 December 2008 (available at http://www.resolution.gg/*/media/Files/R/ Resolution/pdf/ar-accounts-2009.pdf and http://www.resolution.gg/*/media/Files/R/ Resolution/pdf/ar-accounts-2008.pdf);
• (vi) Resolution's half yearly financial results for the six months ended 30 June 2010 (available at http://www.resolution.gg/*/media/Files/R/Resolution/pdf/ir-2010.pdf);
• (vii) the material contracts summarised in paragraph 7 of this Part 2;
• (viii) the consent letter referred to in paragraph 11.3 of this Part 2;
• (ix) the Directors' letters of appointments; and
• (x) this document.

13. Historical financial information

13.1 Historical financial information relating to the Company on the matters referred to below is included in the published annual financial reports of the Company for the years ended 31 December 2009 and 31 December 2008 and the Company's unaudited half yearly financial results for the six months ended 30 June 2010 and is expressly incorporated by reference into this document (full details of where to access each of the documents incorporated by reference can be found at the end of this section):

	Statutory accounts	Statutory accounts	Half yearly results for the
	for year ended	for year ended	6 months ended
	31 December	31 December	30 June
	2008 1	2009 1	2010
Nature of information	Page No.	Page No.	Page No.
Income	25	27	12
Net Profit/Loss before tax	25	27	12
Net Profit/Loss after tax	25	27	12
Tax	25	27	12
Extraordinary Items	n/a	n/a	n/a
Minority Interests	n/a	n/a	n/a
Dividends paid	27	29	14
Earnings per share	25	27	12
Dividends per share	Note 7 pg 34	Note 7 pg 37	Note 4 pg 16
Statement of assets and liabilities	26	28	13
Statement of cash flow	28	30	15
Notes to the financial statements	29^43	31^47	16^18

Note:

¹ The Company was a new holding company incorporated on 19 May 2009 for the purpose of making an offer to acquire the entire issued share capital of the company now called FCPT Holdings Limited. This acquisition completed on 7 July 2009 and the above financial information is provided in respect of the Company for the year ended 31 December 2009 and FCPT Holdings Limited in respect of the year ended 31 December 2008.

13.2 Historical financial information relating to Resolution on the matters referred to below is included in the published annual report and audited accounts of Resolution for the year ended 31 December 2009, for the period ended 31 December 2008 (Resolution was incorporated on 9 October 2008) and in the unaudited half yearly results for the six months ended 30 June 2010 as set out in the table below and is expressly incorporated by reference into this document (full details of where to access each of the documents incorporated by reference can be found at the end of this section): Statutory Statutory Half yearly results

	accounts	accounts	for the
	for period ended	for year ended	6 months ended
	31 December	31 December	30 June
	2008	2009	2010
Nature of information	Page No.	Page No.	Page No.
Turnover	70	70	37
Net Profit/Loss before tax	70	70	37
Net Profit/Loss after tax	70	70	37
Tax	70	70	37
Extraordinary Items	n/a	n/a	n/a
Minority Interests	n/a	n/a	n/a
Dividends paid	Note 12	Note 12	41 and 42
	pg 108	pg 108
Earnings per share	72	72	38 and 39
Dividends per share	Note 12	Note 12	Note 4
	pg 108	pg 108	pg 52 and pg65
Statement of assets and liabilities	73	73	40
Statement of cash flow	75 and 76	75 and 76	42
Notes to the financial statements	77^164	77^164	43^64

• 13.3 The following documents have been incorporated by reference into this document:
• (i) the Company's full audited annual financial reports for the years ended 31 December 2009 and 31 December 2008 which may be found on the Company's website at http://www.fundnets.net/fn___filelibrary//File/uk___re___it___annualreport___commprop.pdf and http://www.fandc.com/FundNets_FileLibrary/file/uk__it__re__commprop__RA_2008. pdf;
• (ii) the Company's unaudited half yearly results for the six months ended 30 June 2010 which may be found on the Company's website at http://www.fundnets.net/fn___filelibrary//file/ uk___re___propcom___interimreport.pdf;
• (iii) Resolution's full audited accounts for the year ended 31 December 2009 and the period ended 31 December 2008 which may be found on Resolution's website at http:// www.resolution.gg/*/media/Files/R/Resolution/pdf/ar-accounts-2009.pdf and http://www.resolution.gg/*/media/Files/R/Resolution/pdf/ar-accounts-2008.pdf; and
• (iv) Resolution's unaudited half yearly results for the six months ended 30 June 2010 may be found on Resolution's website at http://www.resolution.gg/*/media/Files/R/ Resolution/pdf/ir-2010.pdf.

Shareholders should note that hard copies of the documents set out above in (i) to (iv) of this paragraph 13.3 will not be sent to Shareholders. Shareholders may request to receive hard copies of the documentation set out in (i) to (iv) of this paragraph 13.3 by contacting the Company Secretary at the Company's registered office, Trafalgar Court, Les Banques, St. Peter Port, Guernsey GY1 3QL or by telephoning 01481 745 000.

PART 3

Definitions

2010 AGM	the annual general meeting of the Company held on 19 May 2010
Articles	the articles of incorporation of the Company, as amended from time to time
Associate	has the meaning given to it in the listing rules made by the Financial Services Authority under Part VI of the UK Financial Services and Markets Act 2000 as amended from time to time
Barclays	Barclays Bank PLC, a company incorporated in England with registered number 01026167
Board or Directors	the current directors of the Company whose names are set out in paragraph 2 of Part 2 of this document
Company	F&C Commercial Property Trust Limited
Dickson Minto	Dickson Minto W.S.
Disclosure and Transparency Rules	the disclosure and transparency rules made by the Financial Services Authority under Part VI of the UK Financial Services and Markets Act 2000 as amended from time to time
EGM or Extraordinary General Meeting	the extraordinary general meeting of the Company to be held on 14 February 2011, at Trafalgar Court, Les Banques, St. Peter Port, Guernsey GY1 3QL at 11.00 a.m. in accordance with the notice set out on page 16 of this document
FCPT Group	the Company and all the subsidiaries of the Company at the relevant time
FCPT Secured Group	FCPT Holdings Limited, F&C Commercial Property Holdings Limited and their subsidiary undertakings from time to time
Form of Proxy	the form of proxy for use by Independent Shareholders at the EGM
F&C	F&C Investment Business Limited
Independent Directors	the Directors, other than Peter Niven, being the Director who is deemed to be acting in concert with the Resolution Concert Party
Independent Shareholders	Shareholders other than the Resolution Concert Party and any person acting in concert with Resolution
Listing Rules	the listing rules made by the Financial Services Authority under Part VI of the UK Financial Services and Markets Act 2000, as amended from time to time
Official List	the official list of the UK Listing Authority
Resolution	Resolution Limited, a company incorporated in Guernsey with registered number 49558

Resolution Concert Party	Resolution and those of its subsidiaries presumed to be acting in concert with it for the purposes of the Takeover Code as described in paragraph 9 of Part 2 of this document
Resolution Directors	the current directors of Resolution whose names are set out in paragraph 3 of Part 2 of this document
Resolution Shares	ordinary shares of nil par value in the capital of Resolution
Rule 9 Waiver	the waiver granted by the Takeover Panel of the obligation which may otherwise arise under Rule 9 of the Takeover Code requiring the Resolution Concert Party to make an offer for all of the issued share capital of the Company on exercise by the Company of the share buy back authority granted at the 2010 AGM
Shareholders	holders of Shares
Shares or Ordinary Shares	ordinary shares of 1p each in the capital of the Company
SCP Secured Group	SCP Estate Holdings Limited, SCP Estate Limited and their subsidiary undertakings from time to time
Takeover Code	The City Code on Takeovers and Mergers
Takeover Panel	The Panel on Takeovers and Mergers
UK Listing Authority	the Financial Services Authority acting in its capacity as the competent authority for listing for the purposes of Part VI of the UK Financial Services and Markets Act 2000 (as amended)
United Kingdom	the United Kingdom of Great Britain and Northern Ireland
Working Day	a day which is not a Saturday, Sunday, Christmas Day or Good Friday or a day appointed as a public holiday by Ordinance of the States under section 1(1) of the Bills of Exchange (Guernsey) Law, 1958

F&C COMMERCIAL PROPERTY TRUST LIMITED

(An Authorised Closed-Ended Investment Scheme incorporated in Guernsey with registration number 50402)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of F&C Commercial Property Trust Limited (the ''Company'') will be held at 11.00 a.m. on 14 February 2011 at Trafalgar Court, Les Banques, St. Peter Port, Guernsey GY1 3QL to consider and, if thought fit, pass the following resolution:

ORDINARY RESOLUTION

THAT the waiver granted by the Panel on Takeovers and Mergers of the obligations which may otherwise arise, pursuant to Rule 9 of the City Code on Takeovers and Mergers, for any member of the Resolution Concert Party (as defined in the circular to shareholders of the Company dated 24 January 2011 (the ''Circular'')) to make a general offer to the shareholders of the Company for all of the issued ordinary shares of 1p each in the capital of the Company as a result of the purchase by the Company of up to 102,012,496 ordinary shares of 1p each in the capital of the Company pursuant to the authority granted by the passing of resolution 11 at the Company's annual general meeting held on 19 May 2010, as more fully described in the Circular, be and is hereby approved, with such waiver to expire at the conclusion of the annual general meeting of the Company in 2011 or, if earlier 19 November 2011.

Note: In order to comply with the Takeover Code, this resolution will be taken on a poll and each member of the Resolution Concert Party has undertaken not to vote on the resolution.

St. Peter Port Guernsey

Trafalgar Court By Order of the Board Les Banques Secretary

GY1 3QL 24 January 2011

Notes:

• 1. A member who is entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend, speak and 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.
• 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 Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, not later than 11.00 a.m. on 11 February 2011.
• 1. In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Computershare Investor Services PLC. In the case of a member who is an individual, the revocation notice must be under the hand of the appointer or of his attorney duly authorised in writing. In the case of a member which is a company, the revocation notice must be executed under its common seal or under the hand of an officer of the company or an attorney duly authorised. Any power of attorney or any other authority under which the revocation notice is signed (or a notarially certified copy of such power or authority) must be included with the revocation notice. The revocation notice must be received by Computershare Investor Services PLC not less than 24 hours (excluding any part of a day that is not a Working Day) before the time fixed for the holding of the meeting, or any adjourned meeting. If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, your proxy appointment will remain valid.

The completion and return of the Form of Proxy will not preclude you from attending the Extraordinary General Meeting. 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 in person unless you have provided a hard copy notice to revoke the proxy to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY not less than 24 hours (excluding any part of a day that is not a Working Day) prior to the commencement of the meeting as set out above.

• 1. To have the right to attend 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 close of business on 11 February 2011. Changes to entries in the register after that time shall be disregarded in determining the rights of any member to attend and vote at the meeting.
• 1. As at 5.00 p.m. on 19 January 2011, the Company's issued share capital comprised 680,537,003 Ordinary Shares with a total of 680,537,003 voting rights.
• 1. Any person holding 3 per cent. or more of the total voting rights in the Company who appoints a person other than the Chairman as his proxy will need to ensure that both he and such other party complies with their respective disclosure obligations under the Disclosure and Transparency Rules.

MLG Edinburgh 8528