Empiric Student Property PLC — Proxy Solicitation & Information Statement 2024

Apr 22, 2024

Empiric Student Property plc

MR A SAMPLE < DESIGNATION> SAMPLE STREET SAMPLE TOWN SAMPLE CITY SAMPLE COUNTY AA11 1AA

Additional Holders: Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation.

ADDITIONAL HOLDER 1 ADDITIONAL HOLDER 2 ADDITIONAL HOLDER 3

Attendance Card

ADDITIONAL HOLDER 4

The Chairman of Empiric Student Property plc invites you to attend the Annual General Meeting of the Company to be held at the offices of FTI Consulting, 200 Aldersgate, Aldersgate Street, London EC1A 4HD on 22 May 2024 at 11a.m.

Shareholder Reference Number

C0000000000

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 22 May 2024

Cast your Proxy online...It's fast, easy and secure! www.investorcentre.co.uk/eproxy

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.

PIN: 1245 SRN: C0000000000 Control Number: 19006

View the Annual Report and Notice of Meeting online: www.empiric.co.uk

Register at www.investorcentre.co.uk and manage your shareholding online!

To be effective, all proxy appointments must be lodged with the Company's Registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 20 May 2024 at 11a.m.

000001

Explanatory Notes:

• 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).
• 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 707 1143 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
• 3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' 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.

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

• 4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
• 5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting. 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 the issuer's agent 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.
• 6. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 707 1143 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.

8. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

MR A SAMPLE < Designation> Additional Holder 1 Additional Holder 2 Additional Holder 3 Additional Holder 4 Poll Card

	To be completed only at the AGM if a Poll is called.				Vote					Vote
Ordinary Resolutions	To receive the Company's Annual Report and Accounts for the financial period ended 31 December 2023 (the "Annual Report"), which include the Directors' Report and the Auditor's Report.		For	Against	Withheld	10.	To re-elect Martin Ratchford as a Director of the Company.	For	Against	Withheld
	To approve the Directors' Remuneration Report together with the Auditor's Report for the period ended 31 December					11.	To re-elect Clair Preston-Beer as a Director of the Company.
2023.	To approve the Company's replacement Long Term Incentive Plan (LTIP).					12.	To re-elect Donald Grant as a Director of the Company.
	To re-appoint BDO LLP as auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next annual general meeting of the Company at which the annual report and accounts are laid.					13.	That the Directors be generally and unconditionally authorised to allot Ordinary Shares up to the limits set out in the Notice of Meeting.
the Auditor.	To authorise the Board, on the recommendation of the Audit and Risk Committee, to determine the remuneration of					14.	That the Company's future ESG commitments be approved.
	To approve the Company's dividend policy to declare and pay all dividends of the Company as interim dividends.					15.	Special Resolutions Subject to the passing of resolution 13, the Directors shall have the power to disapply pre-emption rights, in accordance with sections 570 & 573 of the Companies Act, up to the limits set out in the Notice of Meeting.
	To re-elect Mark Pain as a Director of the Company.					16.	Subject to the passing of resolution 13, the Directors shall have an additional power to disapply pre-emption rights in connection with acquisitions or capital investments, in accordance with sections 570 & 573 of the Companies Act, up to the limits set out in the Notice of Meeting.
	To re-elect Alice Avis MBE as a Director of the Company.					17.	To authorise the Company to purchase its own Ordinary Shares up to the limits set out in the Notice of Meeting.
	To re-elect Duncan Garrood as a Director of the Company.					18.	That a general meeting of the Company other than an annual general meeting may be called on not less than 14 clear days' notice.
							Signature
							In the case of a Corporation, a letter of representation will be required (in accordance with S323 of the Companies Act 2006) unless this has already been lodged at registration.
	Form of Proxy Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).						
			*				C0000000000
	Street, London EC1A 4HD on 22 May 2024 at 11a.m, and at any adjourned meeting. * For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front). Please mark here to indicate that this proxy appointment is one of multiple appointments being made.						entitlement* on my/our behalf at the Annual General Meeting of Empiric Student Property plc to be held at the offices of FTI Consulting, 200 Aldersgate, Aldersgate Please use a black pen. Mark with an X
	Ordinary Resolutions To receive the Company's Annual Report and Accounts for the financial period ended 31 December 2023 (the "Annual Report"), which include the Directors' Report	For	Against		Vote Withheld	10.	inside the box as shown in this example. For To re-elect Martin Ratchford as a Director of the Company.		Against
	and the Auditor's Report. To approve the Directors' Remuneration Report together with the Auditor's Report					11.	To re-elect Clair Preston-Beer as a Director of the Company.
	for the period ended 31 December 2023.									Vote Withheld
	To approve the Company's replacement Long Term Incentive Plan (LTIP).					12.	To re-elect Donald Grant as a Director of the Company.
	To re-appoint BDO LLP as auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next annual general meeting of the Company at which the annual report and accounts are laid.					13.	That the Directors be generally and unconditionally authorised to allot Ordinary Shares up to the limits set out in the Notice of Meeting.
	To authorise the Board, on the recommendation of the Audit and Risk Committee, to determine the remuneration of the Auditor.					14.	That the Company's future ESG commitments be approved.
	To approve the Company's dividend policy to declare and pay all dividends of the Company as interim dividends.					15.	Special Resolutions Subject to the passing of resolution 13, the Directors shall have the power to disapply pre-emption rights, in accordance with sections 570 & 573 of the Companies Act, up to the limits set out in the Notice of Meeting.
	To re-elect Mark Pain as a Director of the Company.					16.	Subject to the passing of resolution 13, the Directors shall have an additional power to disapply pre-emption rights in connection with acquisitions or capital investments, in accordance with sections 570 & 573 of the Companies Act, up to the limits set out in the Notice of Meeting.
	To re-elect Alice Avis MBE as a Director of the Company.					17.	To authorise the Company to purchase its own Ordinary Shares up to the limits set out in the Notice of Meeting.
	To re-elect Duncan Garrood as a Director of the Company.					18.	That a general meeting of the Company other than an annual general meeting may be called on not less than 14 clear days' notice.
							I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.
I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting	Signature		Date				In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly