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CUSTODIAN PROPERTY INCOME REIT PLC

AGM Information Aug 8, 2024

4911_dva_2024-08-08_770dbc9a-3d90-4f92-8873-ac3bca22d1a9.pdf

AGM Information

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Custodian Property Income REIT plc

("Custodian Property Income REIT" or "the Company")

Results of Annual General Meeting

Custodian Property Income REIT (LSE: CREI), which seeks to deliver an enhanced income return by investing in a diversified portfolio of smaller, regional properties with strong income characteristics across the UK, is pleased to announce that following the Annual General Meeting ("AGM") of the Company held earlier today, all resolutions were approved on a poll. A summary of the results of the poll are set out below:

Resolution Votes for % of
votes
cast
Votes
against
% of
votes
cast
Votes total % of
ISC
voted*
Votes
withheld**
ORDINARY RESOLUTIONS
1 To receive and adopt
the Company's report
and accounts for the
financial year ended 31
March 2024
119,494,619 99.6% 420,842 0.4% 119,915,461 27.2% 631,675
2 To
approve
the
directors' remuneration
report
for
the
year
ended 31 March 2024
119,617,202 99.3% 887,556 0.7% 120,504,758 27.3% 42,378
3 To
re-elect
David
MacLellan as a director
103,986,142 86.3% 16,539,207 13.7% 120,525,349 27.3% 21,787
4 To
re-elect
Hazel
Adam as a director
114,876,483 95.3% 5,650,866 4.7% 120,527,349 27.3% 19,787
5 To
re-elect
Malcolm
Cooper as a director
114,827,428 95.3% 5,697,921 4.7% 120,525,349 27.3% 21,787
6 To
re-elect
Chris
Ireland as a director
114,827,428 95.3% 5,697,921 4.7% 120,525,349 27.3% 21,787
7 To re-elect Ian Mattioli
as a director
98,524,461 81.7% 22,000,888 18.3% 120,525,349 27.3% 21,787
8 To re-elect Elizabeth
McMeikan as a director
90,765,247 75.3% 29,762,102 24.7% 120,527,349 27.3% 19,787
9 To re-appoint Deloitte
LLP as auditor to the
Company
119,605,017 99.6% 485,078 0.4% 120,090,095 27.2% 457,041
10 To
authorise
the
directors to agree and
fix
the
auditor's
remuneration
119,699,112 99.6% 438,023 0.4% 120,137,135 27.3% 410,001
11 To grant the directors'
authority
to
allot
ordinary shares in the
capital of the Company
115,455,812 96.1% 4,646,783 3.9% 120,102,595 27.2% 444,541
12 To disapply statutory
pre-emption rights on
the
allotment
of
ordinary shares in the
capital of the Company
119,555,044 99.5% 570,091 0.5% 120,125,135 27.3% 422,001
13 To further disapply the
statutory
pre-emption
rights on the allotment
of Ordinary Shares
117,718,393 98.0% 2,412,128 2.0% 120,130,521 27.3% 416,615
14 To
authorise
the
Company
to
make
market
purchases
of
ordinary
shares
of
£0.01
each
in
the
capital of the Company
119,612,284 99.6% 425,852 0.4% 120,038,136 27.2% 509,000
15 That
a
general
meeting, other than an
annual
general
meeting, may be called
on not less than 14
clear days' notice
113,326,204 94.4% 6,776,391 5.6% 120,102,595 27.2% 444,541

* Based on total ISC of 440,850,398 as at 7 August 2024.

** The percentage of votes cast for and against excludes withheld votes.

The votes received against Resolution 8 to re-elect Elizabeth McMeikan as a Director of the Company represented 24.7% (2023: 23.7%) of votes cast but represented only 6.8% (2023: 5.8%) of total shareholders.

Feedback from shareholders in 2023 identified that votes against Elizabeth's re-election were primarily a result of perceived 'over-boarding' due to her roles as Chair of Nichols plc and Non-Executive Director of Dalata Hotel Group plc and McBride plc, all of which she continues to hold.

The Company complies with the Association of Investment Companies' Corporate Governance Code, where Principle H recommends non-executive directors have sufficient time to discharge their Board responsibilities. Elizabeth's Directorships of listed companies are also within the number of 'mandates'

permitted by Institutional Shareholder Services ("ISS"), a leading provider of corporate governance and responsible investment solutions to leading institutional investors, which supported all AGM resolutions.

Votes against Elizabeth's re-election were primarily from institutional shareholders applying stricter internal voting policies than ISS by allowing fewer 'mandates', and their voting policies do not acknowledge the generally lower time commitments as Directors of investment companies or companies of a relatively small size.

The Company's Nominations Committee is pleased with Elizabeth's contribution and responsiveness to the demands of being a Director of the Company, and believes additional roles offer Directors helpful insight and experience which benefits the Boards on which they sit. The Nominations Committee does therefore not intend to ask Elizabeth to reduce her additional roles.

Where possible the Board, assisted by the Company's broker, will continue to consult with shareholders to reiterate this position and seek further feedback and will report within six months of this AGM.

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