CIVITAS SOCIAL HOUSING PLC — Proxy Solicitation & Information Statement 2021

Aug 6, 2021

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take or the contents of this document, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank, solicitor, accountant or other appropriately qualified independent adviser, who is authorised under the Financial Services and Markets Act 2000 ("FSMA") if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom.

If you have sold or otherwise transferred all of your Ordinary Shares in Civitas Social Housing PLC (the "Company"), please forward this document as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee.

This document should be read as a whole. Your attention is drawn to the letter from the Chairman of the Company, set out on pages 2 to 4 of this document, which contains the recommendation of the Directors as to how shareholders should vote in relation to the resolution to be proposed at the Annual General Meeting referred to below.

CIVITAS SOCIAL HOUSING PLC

(Incorporated in England and Wales under the Companies Act 2006 with registered number 10402528)

Notice of Annual General Meeting 2021

Notice of the Annual General Meeting (the "AGM") of Civitas Social Housing PLC (the "Company") to be held on Wednesday, 22 September 2021 at 2.00 p.m. at the offices of Panmure Gordon at One New Change, London, EC4M 9AF is set out on pages 5 to 7 of this document. Whether or not you propose to attend the AGM, please submit a proxy vote in accordance with the voting instructions on page 3. To be valid, the proxy must be submitted, or in the case of a paper proxy, signed, completed and returned in accordance with the instructions printed thereon so as to be received by the Company's Registrar, Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL as soon as possible and in any event, not later than 48 hours before the time appointed for holding the meeting (excluding weekends and public holidays).

Given uncertainty regarding COVID-19 restrictions, Shareholders are encouraged to appoint the Chairman as proxy and listen to the AGM remotely via a Microsoft Teams conference call as set out in further detail within this Notice.

Directors: Registered Office: Michael Wrobel (Chairman) Beaufort House Peter Baxter 51 New North Road Caroline Gulliver Exeter Alison Hadden EX4 4EP Alastair Moss

5 August 2021

Dear Shareholder

Notice of Annual General Meeting

I am pleased to be writing to you with details of the fifth Annual General Meeting ("AGM") of Civitas Social Housing PLC (the "Company") which we are holding at 2.00 p.m. on Wednesday, 22 September 2021 at the offices of Panmure Gordon at One New Change, London, EC4M 9AF.

The formal notice of the AGM is set out on pages 5 to 7 of this document.

Meeting arrangements

Despite recent announcements by the UK government and the removal of the majority of COVID-19 restrictions, the Board considers that there remains a degree of uncertainty around the relaxation of restrictions and what this means for the holding of the AGM.

While the Company understands and respects the importance of the AGM to Shareholders and the Board greatly values the opportunity to meet Shareholders in person, it remains the Board's priority to ensure the health and wellbeing of all stakeholders during these uncertain times and given that restrictions may be tightened at relatively short notice, recognise this may prevent Shareholders from attending the AGM. Accordingly, the Board strongly encourages Shareholders not to attend the AGM in person, and strongly encourages all Shareholders to vote on the resolutions to be proposed at the AGM by proxy. Given that the uncertainty relating to what COVID-19 restrictions may be in place at the time of the AGM, Shareholders are encouraged to appoint the Chair of the Meeting as their proxy.

Should you still wish to attend in person, we kindly ask that you register your interest in attending by emailing the Company Secretary at civitas_cosec@linkgroup.co.uk. Please note that the venue of the meeting may place restrictions on the number of attendees and/or prescribe other entry requirements.

The Board expects that the AGM will be functional in format, attended only by those necessary to form a quorum, which will be facilitated by the Company. However, the Board understands that beyond voting on the formal business of the meeting, the AGM also serves as a forum for Shareholders to raise questions and comments to the Board. Therefore, registered Shareholders and their corporate representatives or proxies are invited to ask any questions of the Board by submitting questions by email. We will aim to respond to all questions submitted in this way. Shareholders may submit questions by email to civitas_cosec@linkgroup.co.uk. Please ensure that all questions are submitted no later than 10.00 a.m. on Friday, 17 September 2021.

Listening to the AGM electronically

As the Board is recommending that Shareholders do not attend in person, the Company will offer Shareholders the option to listen to the meeting remotely via a Microsoft Teams conference call. If you wish to use this facility, please contact the Company Secretary by 10.00 a.m. on Friday, 17 September 2021 by emailing civitas_cosec@linkgroup.co.uk who will provide further information. Please note that Shareholders will not be able to vote at the meeting when joining via the Microsoft Teams conference call. Shareholders who choose to make use of this conference facility may not ask questions during the AGM proceedings but can ask questions in advance of the meeting as detailed above. Shareholders are therefore asked, whether or not they propose to attend the AGM, to exercise their votes by submitting their proxy electronically in advance of the meeting and are encouraged to appoint the Chairman of the meeting as their proxy with their voting instructions.

Presentation by the Company's Investment Manager

Following the AGM, an online presentation will be given by the Civitas Investment Management Limited, the Company's Investment Manager at 3.00 p.m. via Microsoft Teams. If you wish to attend this presentation, please contact the Investment Manager by emailing shareholders@civitasim.com who will provide further information. This is being hosted electronically to ensure that all shareholders have the chance to see the update and engage with the Investment Manager. Should you wish to ask the Investment Manager any questions in advance of the presentation, registered shareholders may submit such questions by email to shareholders@civitasim.com. Those questions which are submitted before 10.00 a.m. on Friday, 17 September 2021 will be collated and answered in a 'Questions and Answers' document to be published on the Company's website at www.civitassocialhousing.com ahead of the AGM. Shareholders will also have the opportunity to ask questions to the Investment Manager after the presentation.

The Company has been monitoring the evolving situation relating to the Coronavirus pandemic and whilst the UK government has lifted legal restrictions in England, the situation remains uncertain and there is no guarantee that there will not be any further changes prior to the AGM. Shareholders should note that further changes may need to be put in place at short notice in relation to the AGM and any updates to the position will be included on the Company's website at www.civitassocialhousing.com.

Voting

The Board strongly encourages shareholders to vote electronically and to appoint the Chair of the meeting as their proxy with their voting instructions. All valid proxy votes, whether submitted electronically or in hard copy form, will be included in the polls to be taken at the meeting.

Your vote is important to us and if you would like to vote on the resolutions but cannot attend the AGM, we encourage you to vote by proxy. Shareholders who wish to appoint a proxy are recommended to appoint the Chairman of the AGM as their proxy. Proxy instructions (which include the ability to lodge proxies electronically) are set out below.

Shareholders who wish to register their votes on the resolution to be put to the AGM should do so by either:

• Voting by Proxy Electronically

As per previous years, we are not distributing hard copies of the proxy form; however, shareholders may vote by proxy electronically. For online voting, shareholders should go to the following website: www.signalshares.com. Shareholders should select "Register for the Signal Shares" and enter the Company's name (Civitas Social Housing PLC). The Company's name will be presented on the next screen and shareholders should click on this. Once shareholders have clicked on this, they should follow the prompts on the screen by entering their surname, investor code, postcode, email address and select a password. Once shareholders have registered, they will have the opportunity to cast their online vote.

• CREST Electronic Voting

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM 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. CREST members wishing to appoint the a proxy or proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system must ensure that, in order for such CREST appointment or instruction to be effective, it is received by the Company's agent, Link Group (Participant ID number RA10) no later than 48 hours, excluding weekends or Bank Holidays, before the AGM or any adjournment thereof, together with any power of attorney or other authority under which it is sent. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which Link Group is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

CREST members should read Note 13 to the Notice of the AGM set out on page 10 for further details.

• Request a Hard copy Proxy Form

You may request a hard copy proxy from Link Group on the telephone number shown on page 8 and return the completed form to the address shown on the form.

If you hold your shares through a nominee service, please contact the nominee service provider regarding the process for appointing a proxy.

The Company is continuing to monitor developments, including any regulatory changes as a result of COVID-19. If it becomes necessary or appropriate to further revise the arrangements for the AGM, further announcements will be made and information will be made available on our website at www.civitassocialhousing.com.

AGM

All holders of Ordinary Shares are entitled to attend and vote at the AGM. In accordance with the Articles of Association, all holders of Ordinary Shares present in person or by proxy shall upon a show of hands have one vote and upon a poll shall have one vote in respect of each Ordinary Share held. In order to ensure that a quorum is present at the AGM, it is necessary for two holders of Ordinary Shares entitled to vote to be present, whether in person or by proxy (or, if a corporation, by a representative).

Poll Voting

Each of the resolutions to be considered at the meeting will be conducted on by way of a poll. This ensures that shareholders who are unable to attend the AGM but who have appointed proxies have their votes taken into account. The results of the polls will be announced to the London Stock Exchange and published on the Company's website as soon as possible after the conclusion of the AGM.

Recommendation

The Board considers that all the resolutions to be put to the AGM are in the best interests of the Company and its shareholders and are most likely to promote the success of the Company for the benefit of its shareholders as a whole. The Directors unanimously recommend that you vote in favour of the proposed resolutions, as those directors who hold shares in the Company intend to do in respect of their beneficial holdings.

Yours sincerely

Michael Wrobel

Chairman

(Company Number 10402528)

NOTICE OF ANNUAL GENERAL MEETING

Civitas Social Housing PLC

(incorporated in England and Wales with company number 10402528 and registered as an investment company under section 833 of the Companies Act 2006)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Civitas Social Housing PLC (the "Company") will be held at 2.00 p.m. on Wednesday, 22 September 2021 for the following purposes:

To consider, and if thought fit, approve the following resolutions. Resolutions 1 to 11 (inclusive) will be proposed as ordinary resolutions: this means that for each of those ordinary resolutions to be passed, more than half of the votes cast must be in favour of each resolution. Resolutions 12 to 15 (inclusive) will be proposed as special resolutions: this means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

For further information on all resolutions, please refer to the Explanatory Notes which can be found on pages 13 to 16.

ORDINARY BUSINESS

Annual Report and Financial Statements (Ordinary resolution)

1. To receive the Company's Strategic Report, Directors' Report, and the consolidated financial statements for the financial year ended 31 March 2021, together with the Independent Auditor's Report on those audited financial statements.

Remuneration Report (Ordinary resolution)

1. To receive and approve the Directors' Remuneration Report for the financial year ended 31 March 2021, as set out in the Company's Annual Report and Financial Statements for the financial year ended 31 March 2021.

Directors (Ordinary resolutions)

• 1. To re-elect Michael Wrobel as a Director of the Company.
• 1. To re-elect Peter Baxter as a Director of the Company.
• 1. To re-elect Caroline Gulliver as a Director of the Company.
• 1. To re-elect Alison Hadden as a Director of the Company.
• 1. To re-elect Alastair Moss as a Director of the Company.

Auditor (Ordinary resolutions)

• 1. To re-appoint PricewaterhouseCoopers LLP as Auditor of the Company to hold office until the conclusion of the next general meeting at which the Company's annual accounts are laid before the meeting.
• 1. To authorise the Audit and Management Engagement Committee to determine the remuneration of the Auditor.

Dividend Payment (Ordinary resolution)

1. To authorise the Directors to declare and pay all dividends of the Company as interim dividends and for the last dividend referable to a financial year not to be categorised as a final dividend that would ordinarily be subject to shareholder approval.

Directors' Authority to Allot Shares (Ordinary resolution)

1. THAT, and in substitution for all subsisting authorities to the extent unused, the Directors be generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot Ordinary Shares of 1 penny each in the capital of the Company up to an aggregate nominal amount equal to £1,244,922 (being approximately 20% of the issued Ordinary Share capital of the Company at the date of this Notice) during the period commencing on the date of the passing of this resolution and expiring at the end of the next AGM of the Company after the date of passing of this resolution or 30 September 2022, whichever is the earlier, save that the Company may, before such expiry, make any offers or enter into agreements which would or might require shares to be allotted or rights granted to subscribe for or convert any security into shares after such expiry and the Directors may allot shares or grant such rights in pursuance of any such an offer or agreement as if the relevant authority conferred by this resolution had not expired.

Disapplication of pre-emption rights (Special resolution)

• 1. THAT, subject to the passing of Resolution 11 above, and in substitution for all subsisting authorities to the extent unused, the Directors be generally and unconditionally authorised for the purposes of section 570 and section 573 of the Companies Act 2006 (the "Act") to allot equity securities (within the meaning of section 560 of the Act) for cash either pursuant to the authority conferred by Resolution 11 or by way of a sale of treasury shares, as if section 561(1) of the Act did not apply to any such allotment or sale, provided this authority shall be limited to:
  2. (a) the allotment or sale of equity securities up to an aggregate nominal amount equal to £622,461 (being approximately 10% of the issued Ordinary Share capital of the Company at the date of this Notice); and
  3. (b) the allotment or sale of equity securities at a price not less than the net asset value per share,

and shall (unless previously renewed, varied or revoked by the Company in general meeting) expire at the conclusion of the next AGM of the Company following the passing of this resolution or, 30 September 2022, whichever is earlier, save that the Company may before the expiry of this authority make any offers or enter into any agreements which would or might require equity securities to be allotted, or treasury shares sold, after such expiry and the Directors may allot equity securities or sell treasury shares in pursuance of any such an offer or agreement as if the authority conferred by this resolution had not expired.

Disapplication of pre-emption rights (Special resolution)

• 1. THAT, subject to the passing of Resolution 11 above and in addition to the authority granted in Resolution 12, the Directors be generally and unconditionally authorised for the purposes of section 570 and section 573 of the Companies Act 2006 (the "Act") to allot equity securities (within the meaning of section 560 of the Act) for cash either pursuant to the authority conferred by Resolution 11 or by way of a sale of treasury shares, as if section 561(1) of the Act did not apply to any such allotment or sale, provided this authority shall be limited to:
  2. (a) the allotment or sale of equity securities up to an aggregate nominal amount equal to £622,461 (being approximately 10% of the issued Ordinary Share capital of the Company at the date of this Notice); and
  3. (b) the allotment or sale of equity securities at a price not less than the net asset value per share,

and shall (unless previously renewed, varied or revoked by the Company in general meeting) expire at the conclusion of the next AGM of the Company following the passing of this resolution or, 30 September 2022, whichever is earlier, save that the Company may before the expiry of this authority make any offers or enter into any agreements which would or might require equity securities to be allotted, or treasury shares sold, after such expiry and the Directors may allot equity securities or sell treasury shares in pursuance of any such an offer or agreement as if the authority conferred by this resolution had not expired.

Authority to purchase own shares (Special resolution)

• 1. THAT the Company be generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 (the "Act") to make market purchases (as defined in section 693(4) of the Act) of Ordinary Shares in such manner and on such terms as the Directors of the Company may from time to time determine, and where such shares are held as treasury shares, the Company may use them for the purposes set out in sections 727 or 729 of the Act, provided that:
  2. (a) the maximum number of Ordinary Shares which may be purchased is 93,306,960 or, if less, 14.99% of the number of Ordinary Shares in issue (excluding treasury shares) immediately following the passing of this resolution;
  3. (b) the minimum purchase price which may be paid for any Ordinary Share is 1 penny (exclusive of expenses);
  4. (c) the maximum purchase price which may be paid for any Ordinary Share shall not be more than the higher of (in each case exclusive of expenses):
     • (i) an amount equal to 105% of the average of the middle market quotations for an Ordinary Share (as derived from the London Stock Exchange Daily Official List) for the five business days immediately preceding the day on which that Ordinary Share is contracted to be purchased; and
     • (ii) an amount equal to the higher of the price of the last independent trade of an Ordinary Share and the highest current independent bid on the trading venues where the purchase is carried out;
  5. (d) this authority shall take effect on the date of passing of this resolution and shall (unless previously revoked, renewed or varied) expire on the conclusion of the next AGM of the Company after the passing of this resolution or on 30 September 2022, whichever is earlier; and
  6. (e) the Company may at any time prior to the expiry of such authority enter into a contract or contracts under which a purchase of Ordinary Shares under such authority will or may be completed or executed wholly or partly after the expiration of such authority and the Company may purchase Ordinary Shares in pursuance of any such contract or contracts as if the authority under this resolution had not expired.

Notice period for general meetings other than AGMs (Special resolution)

1. THAT a general meeting other than an AGM may be called on not less than 14 clear days' notice.

By order of the Board

Link Company Matters Limited

Company Secretary

Registered Office: Beaufort House 51 New North Road Exeter EX4 4EP

(Company Number 10402528)

5 August 2021

Notes:

• 1. Only holders of Ordinary Shares are entitled to vote at the AGM.
• 1. Given uncertainty regarding COVID-19 restrictions, Shareholders are encouraged to appoint the Chairman as proxy and listen to the AGM remotely via a Microsoft Teams conference call as set out in further detail within this Notice. If you wish to attend the AGM in person, you should make sure that you arrive at the venue for the AGM in good time before the commencement of the meeting. Access to the offices where the meeting will be held may be subject to certain restrictions in accordance with prevailing guidance in relation to Coronavirus. Please bring a current photo ID if you plan on attending.
• 1. Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting and at any adjournment of it. A member may appoint more than one proxy in relation to the meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member. If a proxy appointment is submitted without indicating how the proxy should vote on any resolution, the proxy will exercise his/her discretion as to whether and, if so, how he or she votes.
• 1. A proxy need not be a member of the Company but must attend the meeting in person for the member's vote to be counted. Where more than one proxy is appointed, each must be appointed to exercise the rights attached to a different share or shares held by the member. As in previous years, a hard copy of the proxy form is not being distributed unless specifically requested. Members are being encouraged to vote electronically. Detailed below are the methods available to appoint a proxy:
  2. (a) To be effective, the proxy vote must be submitted at www.signalshares.com so as to have been received by the Company's Registrar not less than 48 hours (excluding weekends and public holidays) before the time appointed for the meeting or any adjournment of it. By registering on the Signal Shares portal at www.signalshares.com, you can manage your shareholding, including:
     • cast your vote
     • change your dividend payment instruction
     • update your address
     • select your communication preference
  3. (b) Any power of attorney or other authority under which the proxy is submitted must be returned to the Company's Registrar, Link Group. If a paper form of proxy is requested from the Registrar, it should be completed and returned to Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL to be received not less than 48 hours before the time of the meeting (excluding weekends and public holidays).

If you need help with voting online, or require a paper proxy form, please contact our Registrar, Link Group, by email at shareholderenquiries@linkgroup.co.uk, or you may call Link Group on 0371 664 0300. 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 Registrar is open between 9.00 a.m. – 5.30 p.m., Monday to Friday excluding public holidays in England and Wales.

(c) In the case of CREST members, using the CREST electronic proxy service in accordance with the procedures set out below in Note 13,

and in each case, received by Link Group no later than 2.00 p.m. on Monday, 20 September 2021. Submission of a proxy vote will not prevent the member from attending the meeting and voting in person or from listening to the AGM via Microsoft Teams. Amended instructions must also be received by Link Group by the deadline for receipt of forms of proxy.

• 1. A vote withheld option is provided on the form of proxy to enable you to instruct your proxy not to vote on any particular resolution, however, it should be noted that a vote withheld in this way is not a "vote" in law and will not be counted in the calculation of the proportion of the votes "For" and "Against" a resolution.
• 1. Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 (the "Act") to enjoy information rights (a "Nominated Person") may, under an agreement between him/ her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. Accordingly, if a Nominated Person wished to exercise such rights, the Nominated Person should appoint the Chairman as proxy and provide instructions as to how to vote. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
• 1. The statement of the rights of shareholders in relation to the appointment of proxies in Notes 3 and 4 above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by shareholders of the Company.
• 1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 (as amended), only those members registered in the register of members of the Company at close of business on 4 September 2021 (or if the AGM is adjourned, 48 hours before the time fixed for the adjourned AGM) shall be entitled to attend and vote at the AGM in respect of the number of shares registered in their name at that time. In each case, changes to the register of members after such time shall be disregarded in determining the rights of any person to attend or vote at the AGM.
• 1. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, 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).
• 1. If a member submits more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
• 1. Any member attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (i) to do so would interfere unduly with the preparation for the meeting or would involve the disclosure of confidential information; or (ii) the answer has already been given on a website in the form of an answer to a question; or (iii) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
• 1. As at 4 August 2021 (being the last business day prior to the publication of this notice), the Company's issued share capital consists of 622,461,380 Ordinary Shares, carrying one vote each. Therefore, the total voting rights in the Company as at 4 August 2021 are 622,461,380. No shares are held in treasury.

• 1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for this meeting 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. Please note the following:
  2. (a) 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 & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. 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 issuer's agent (ID RA10) by the latest time(s) for receipt of proxy appointments specified in this notice. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp 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.
  3. (b) CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland 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.
  4. (c) 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).
• 1. A member that is a company or other organisation not having a physical presence cannot attend in person but can appoint someone to represent it. This can be done in one of two ways: either through the appointment of a proxy (described in Notes 3 and 4 above) or a corporate representative. A corporation may appoint one or more corporate representatives, who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares. Members considering the appointment of a corporate representative should check their own legal position, the Company's articles of association and the relevant provision of the Act. To be able to attend and vote at the meeting, corporate representatives will be required to produce, prior to their entry to the meeting, evidence satisfactory to the Company of their appointment.
• 1. Under Section 527 of the Act, members 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 financial statements (including the Auditor's report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with an Auditor of the Company ceasing to hold office since the previous meeting at which annual financial statements and reports were laid in accordance with Section 437 of the Act.

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 Act. Where the Company is required to place a statement on a website under Section 527 of the Act, 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 Act to publish on a website.

• 1. Members satisfying the thresholds in Section 338 of the Act may require the Company to give, to members of the Company entitled to receive notice of the AGM, notice of a resolution which those members intend to move (and which may properly be moved) at the AGM. A resolution may properly be moved at the AGM unless (i) it would, if passed, be ineffective (whether by reason of any inconsistency with any enactment or the Company's constitution or otherwise); (ii) it is defamatory of any person; or (iii) it is frivolous or vexatious. A request made pursuant to this right may be in hard copy or electronic form, must identify the resolution of which notice is to be given, must be authenticated by the person(s) making it and must be received by the Company not later than six weeks before the date of the AGM.
• 1. Members satisfying the thresholds in Section 338A of the Act may request the Company to include in the business to be dealt with at the AGM any matter (other than a proposed resolution) which may properly be included in the business at the AGM. A matter may properly be included in the business at the AGM unless (i) it is defamatory of any person or (ii) it is frivolous or vexatious. A request made pursuant to this right may be in hard copy or electronic form, must identify grounds for the request, must be authenticated by the person(s) making it and must be received by the Company not later than six weeks before the date of the AGM.
• 1. Copies of the letters of appointment of the non-executive Directors will be available for inspection from the Company Secretary during normal business hours (Saturdays, Sundays and public holidays excepted) until the date of the AGM. The Company Secretary can be contacted at Civitas_Cosec@linkgroup.co.uk.
• 1. A copy of this notice, and other information required by section 311A of the Act can be found at www.civitassocialhousing.com.
• 1. Any electronic address provided either in this notice or in any related documents (including the form of proxy) may not be used to communicate with the Company for any purposes other than those expressly stated.
• 1. Pursuant to Listing Rule 9.8.6(1), the table below sets out the interests (in respect of which transactions are notifiable to the Company under Article 19 of the Market Abuse Regulation) of each current Director as at 4 August 2021, being the latest practicable date prior to the date of this document.
• 1. The Company confirms that there have been no changes to the beneficial interests of the Directors (including their connected persons) since 31 March 2021. These interests are detailed in the Annual Report and Financial Statements for the year ended 31 March 2021 and are also set out below:

	Ordinary Shares
Michael Wrobel	100,598
Peter Baxter	47,065
Caroline Gulliver	58,832
Alison Hadden	–
Alastair Moss	11,766

1. Pursuant to Listing Rule 9.8.6(2), the below table shows the interests disclosed to the Company in accordance with Disclosure Guidance and Transparency Rule ("DTR") 5 as at 31 March 2021 together with an update in respect of those interests as at 4 August 2021, being the latest practicable date prior to the date of this document.

Information on major interests in shares provided to the Company under the DTRs of the Financial Conduct Authority is published via a Regulatory Information Service and on the Company's website www.civitassocialhousing.com.

1. The table below shows notifications received by the Company in accordance with DTR 5. This information was correct at the date of notification. It should be noted that these holdings may have changed since being notified to the Company. However, notification of any change is not required until the next applicable threshold is crossed.

	Number of Ordinary Shares 31 March 2021	Percentage of Total Voting Rights 31 March 2021
Investec Wealth & Investment Limited	62,135,615	9.99
East Riding of Yorkshire Council	37,153,492	5.97
BlackRock, Inc.	31,266,521	5.03
Massachusetts Financial Services Company	31,210,592	5.02
Standard Life Aberdeen plc	30,492,544	4.90

As at 4 August 2021, the Company has been informed of the following changes in the disclosable interests since 30 March 2021:

	Number of Ordinary Shares	Percentage of Total Voting Rights
BlackRock Inc	30,918,419	4.96
Massachusetts Financial Services Company	30,300,144	4.86

EXPLANATORY NOTES

An explanation of each of the resolutions is set out below:

ORDINARY BUSINESS

Resolution 1 – Annual Report and Financial Statements (Ordinary Resolution)

The Directors are required to present the Strategic Report, Directors' Report and the consolidated financial statements together with the Independent Auditor's Report for the financial year ended 31 March 2021 to the meeting. These are contained in the Annual Report which is included in this mailing.

Resolution 2 – Remuneration Report (Ordinary Resolution)

Shareholders are being requested to receive and approve the Directors' Remuneration Report for the financial year ended 31 March 2021 which is set out in full on pages 82 to 85 of the Annual Report. The vote is advisory in nature and does not affect the actual remuneration paid to any Director.

Resolutions 3 to 7 – Election/Re-election of Directors (Ordinary Resolutions)

It is the policy of the Board that all Directors should seek annual re-election at the Company's AGMs. This is in line with the recommendation of the AIC Code of Corporate Governance.

The Directors believe that the Board offers an appropriate balance of knowledge and skills and that all the non-executive Directors are independent in character and judgement, with each non-executive Director's contribution being important to the Company's long-term sustainable success. Biographical details of each of the Directors standing for election are as follows:

Michael Wrobel – Independent Non-Executive Chairman

Michael has over 40 years' experience in the investment industry as a portfolio manager and running institution businesses and retail business at Fidelity and Gartmore. He serves as a trustee director of the BAT UK Pension Fund, the Deutsche Bank UK Pension schemes and as a trustee of the Cooper Gay (Holdings) Limited Retirement Benefits Scheme. Michael has previously served as a Non-Executive Director of several investment trusts and a number of industry associations. Michael has an M.A. in Economics from Cambridge University.

Peter Baxter – Independent Non-Executive Director

Peter has over 30 years' experience in the investment management industry. He is a director of Snowball Impact Management Ltd, a social impact investment organisation, and a trustee of Trust for London, a charitable foundation. He is also a non-executive director of BlackRock Greater European Investment Trust plc. Previously he served as Chief Executive of Old Mutual Asset Managers (UK) Ltd, and has worked for Schroders and Hill Samuel in a variety of investment roles. He holds an MBA from London Business School and is an associate of the Society of Investment Professionals.

Caroline Gulliver – Independent Non-Executive Director

Caroline is a chartered accountant with over 25 years' experience at Ernst & Young LLP, latterly as an executive director before leaving in 2012. During that time, she specialised in the asset management sector and developed extensive experience of investment trusts. She was a member of various technical committees of the Association of Investment Companies. She is also a non-executive director and audit committee chair for JP Morgan Global Emerging Markets Income Trust plc, International Biotechnology Trust plc and Aberdeen Standard European Logistics Income PLC.

Alison Hadden – Independent Non-Executive Director

Alison has over 25 years' experience in the housing industry. She has held a number of chief executive positions at several major housing associations, including Paradigm Housing, a 13,000-home housing association based in Buckinghamshire. Alison has also been an executive director at Circle Housing, one of the largest housing associations in the UK with over 67,000 homes. In these roles, she has worked with many of the stakeholders in the industry, including the Regulator of Social Housing. Alison was previously the Chair of Housing Plus Group, an 18,000-home housing association group in Staffordshire and Shropshire. She is currently a non-executive director and member of the Audit and Risk Committee of Yorkshire Housing, a 20,000-home housing association operating in the Yorkshire area, and Vice Chair and a member of the Governance Committee of Peaks and Plains Housing and Chair of Heyford Regeneration a for-profit Housing Association operating in the Cherwell area.

Alastair Moss – Independent Non-Executive Director

Alastair is a property development lawyer with over 20 years' experience and is Co-Head of Real Estate at Memery Crystal LLP. Formerly, he has been a non-executive director and a member of the Audit and Treasury Committees of Notting Hill Genesis Trust. He is a former Chairman of the Investment Committee of the City of London Corporation and chaired its Property Investment Board. He is currently Chair of the City's Planning and Transportation Committee and, as such, is the political lead for all built environment and transport matters in the Square Mile. He is a Trustee of Marshall's Charity. He has also been a board member of Soho Housing Association and was a member of the Area Board of CityWest Homes. He was a Councillor at Westminster City Council for 12 years, including his tenure as Chairman of the Planning & City Development Committee.

Resolutions 8 and 9 – Auditor (Ordinary Resolutions)

At each general meeting at which the Company's financial statements are presented to its members, the Company is required to appoint an auditor to serve from the conclusion of that meeting until the conclusion of the next such meeting. The Board, on the recommendation of the Audit and Management Engagement Committee, recommends the re-appointment of PricewaterhouseCoopers LLP. Resolution 9 authorises the Audit and Management Engagement Committee to determine the Auditor's remuneration.

Resolution 10 – Dividend Payment (Ordinary Resolution)

The Company's policy is to pay dividends on a quarterly basis, with dividends typically declared in May, August, November and February and paid in June, September, December and March each year. As the fourth dividend is payable prior to the AGM, it is declared as an interim dividend and accordingly, there is no final dividend payable.

The Board is conscious that this means that shareholders will not be given the opportunity to vote on the payment of a final dividend. Accordingly, it has been decided that shareholders will be asked to confirm their ongoing approval of the Company's current policy to continue to pay four interim dividends per year.

Resolution 11 – Directors' Authority to Allot Shares (Ordinary Resolution)

The authority given to Directors to allot further shares in the capital of the Company requires the prior authorisation of the shareholders in general meeting under section 551 of the Companies Act 2006.

The authority in this resolution will allow the Directors to allot new Ordinary 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 £1,244,922 (124,492,276 Ordinary Shares), which is equivalent to approximately 20% of the current issued Ordinary Share capital of the Company as at 4 August 2021.

The authority will expire immediately following the AGM in 2022 or on 30 September 2022, whichever is the earlier.

The Directors intend to renew this authority at each AGM, in accordance with current practice for investment companies. The Directors have no present intention of exercising the authority sought under this resolution.

As at 4 August 2021 (being the latest practicable date before the publication of this notice), the Company did not hold any shares in treasury.

Resolutions 12 and 13 – Disapplication of Pre-Emption Rights (Special Resolution)

If the Directors wish to exercise the authority under Resolution 11 and offer shares (or sell treasury shares which the Company may purchase and elect to hold as treasury shares) for cash, company law requires that unless shareholders have given specific authority for the waiver of their statutory pre-emption rights, the new shares must be first offered to existing shareholders in proportion to their existing holdings. There may be occasions, however, when the Directors will need the flexibility 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 in order to make investments in line with the Company's investment policies. This cannot be done unless the shareholders have first waived their pre-emption rights.

These Resolutions will, if passed, authorise the Directors to do this by allowing the Directors to allot shares for cash or sell treasury shares for cash up to an aggregate nominal value of £1,244,922, which is equivalent to approximately 20% of the Company's issued Ordinary Share capital as at 4 August 2021 (being the latest practicable date prior to the publication of this notice).

In the event that Resolution 12 is passed, but Resolution 13 is not passed, the Directors will only be authorised to issue Ordinary Shares up to an aggregate nominal value of £622,461, which represents approximately 10% of the Company's issued Ordinary Share capital as at 4 August 2021 (being the latest practicable date prior to the publication of this notice).

Resolutions 12 and 13 will allow the Company to carry out one or more tap issues, in aggregate, up to 20% of the number of Ordinary Shares in issue at the AGM and thus to pursue specific investment opportunities in a timely manner in the future and without the requirement to publish a prospectus and incur the associated costs.

The Directors are aware that the combined authority to dis-apply pre-emption rights in respect of up to 20% of the Company's issued Ordinary Share capital sought under Resolutions 12 and 13 is higher than the 10% typically sought by investment companies. However, the Directors believe that a higher authority is justified to enable the Company to fund future acquisitions in line with the Company's anticipated acquisition pipeline. In addition, the higher authority is expected to broaden the Company's asset base which will increase the diversity of the portfolio. It will also allow the Company to broaden its investor base and enhance the size and liquidity of the Company's share capital, and spread the fixed operating costs over a larger capital base, thereby reducing the Company's ongoing charges ratio.

In accordance with UK Listing Rules, the Company will only issue Ordinary Shares pursuant to this authority at a price that is not less than the prevailing net asset value per share of the Company calculated in accordance with its IFRS accounting policies at the time of issue. In addition, the Directors will not sell treasury shares at less than such net asset value per share.

Resolutions 12 and 13 will be proposed as special resolutions to provide the Company with the necessary authority. If given, the authority will expire at the conclusion of the next AGM of the Company in 2022 or, if earlier 30 September 2022. The Directors intend to renew such authority in respect of 10% of the Company's issued Ordinary Share capital at successive AGMs in accordance with current best practice.

As at 4 August 2021, being the latest practicable date before the publication of this notice, the Company did not hold any shares in treasury.

Resolution 14 – Authority to Purchase Own Shares (Special Resolution)

In certain circumstances, it may be advantageous for the Company to make market purchases of its own shares and this resolution seeks the authority from shareholders to do so. The Directors will exercise this authority only when, in the light of market conditions prevailing at the time, they believe that the effect of such purchases will be to increase earnings per share and is in the best interests of shareholders generally. Other investment opportunities, appropriate gearing levels and the overall position of the Company will be taken into account when exercising this authority.

Under the Companies Act 2006, the Company is allowed to hold its own shares in treasury following a buy back, instead of having to cancel them. This gives the Company the ability to re-issue treasury shares quickly and cost-effectively (including pursuant to the authority under Resolution 12 above) and provides the Company with additional flexibility in the management of its capital base. 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 the shares. Further, no dividend or other distribution of the Company's assets may be made to the Company in respect of the treasury shares. If the Directors exercise the authority conferred by resolution 13, the Company will have the option of either holding in treasury or cancelling any of its own shares purchased pursuant to this authority and will decide at the time of purchase which option to pursue.

At the AGM held on 8 September 2020, the Company was granted authority to purchase up to 14.99% of the Company's shares in issue (excluding treasury shares) amounting to 93,184,792 shares. Details of shares bought back during the year ended 31 March 2021 can be found on page 69 of the Company's Annual Report and Financial Statements for the year ended 31 March 2021. As at 4 August 2021, the Company may purchase up to 93,184,792 shares under the existing authority.

The resolutions specify the maximum number of Ordinary Shares that may be acquired, being up to 93,306,960 Ordinary Shares (approximately 14.99% of the Company's issued Ordinary Share capital as at 4 August 2021). The resolution specifies the maximum and minimum prices at which the Ordinary Shares may be bought.

There are no warrants or options to subscribe for Ordinary Shares outstanding at 4 August 2021.

Resolution 14 will be proposed as a special resolution to provide the Company with the necessary authority. If given, this authority will expire at the conclusion of the next AGM of the Company in 2022 or, if earlier, 30 September 2022.

The Directors intend to seek renewal of the authority to purchase Ordinary Shares at the next AGM of the Company in 2021 and at subsequent AGMs.

Resolution 15 – Notice Period for General Meetings, other than AGMs (Special Resolution)

This resolution is to allow the Company to hold general meetings (other than an AGM) on 14 clear days' notice. The notice period required by the Companies Act 2006 for general meetings of the Company is 21 clear days unless: (i) shareholders approve a shorter notice period, which cannot however be less than 14 clear days; and (ii) the Company offers the facility for all shareholders to vote by electronic means. AGMs must always be held on at least 21 clear days' notice. It is intended that the flexibility offered by this resolution will only be used for time sensitive, non-routine business and where merited in the interests of shareholders as a whole. The approval will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed.