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Home REIT PLC

AGM Information Jan 27, 2023

5347_agm-r_2023-01-27_7557f9f1-4df4-42ab-ab10-47ed61b17fba.pdf

AGM Information

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Home REIT plc | Notice of 2023 Annual General Meeting 1

Home REIT plc Notice of 2023 Annual General Meeting

Home REIT plc

Registered Office: 6th Floor, Bastion House, 140 London Wall, London, EC2Y 5DN (Incorporated in England and Wales with company number 12822709 and registered as an investment company under section 833 of the Companies Act 2006)

Directors:

Lynne Fennah (Non-executive Chair) Simon Moore (Non-executive Director) Marlene Wood (Non-executive Director) Peter Cardwell (Non-executive Director)

27 January 2023

Dear Shareholder,

NOTICE OF ANNUAL GENERAL MEETING

The 2023 Annual General Meeting (the "Annual General Meeting" or "AGM") of Home REIT plc (the "Company") will be held atthe offices of FTI Consulting at 200 Aldersgate Street, London, EC1A 4HD at 9.30 a.m. on Monday, 20 February 2023.

The notice ofthe Annual General Meeting (the "Notice of AGM"),together with the Notes to the Notice of AGM, can be found on pages 4 to 7 ofthis document.

SPLIT AGM AND ACCOUNTS MEETING

On 25 November 2022,the Company announced thatit was delaying the publication of its results forthe financial year ended 31 August 2022 (the "2022 Annual Report and Accounts")to allow the Company's auditor, BDO LLP ("BDO"),to undertake an enhanced set of audit procedures. As subsequently announced on 19 January 2023, BDO has advised thatit will not be able to conclude the enhanced auditin advance of 31 January 2023, as originally intended. The Company and its advisers continue to work with the auditors to ensure these accounts can be published as soon as possible.

As a result ofthe delays to the publication ofthe 2022 Annual Report and Accounts, itis not currently possible to propose the standard resolutions atthe AGM relating to receiving the audited financial statements and the auditor's and directors'reports, approving the directors'remuneration report and the re-appointment and remuneration ofthe auditor. However, underthe UK Companies Act 2006,the Company is obliged to hold an annual general meeting on or before 28 February 2023.

As a result ofthis obligation, and following extensive consultation with the Company's major shareholders, the Board has decided to hold its Annual General Meeting on 20 February 2023, with this meeting providing shareholders with the chance to meet with the Company's Board of Directors and other advisers, but the Company will defer allthe standard AGM resolutions to a separate "accounts general meeting" of shareholders to be held as soon as possible following the publication ofthe 2022 Annual Report and Accounts. The 2022 Annual Report and Accounts will be published as soon as practically possible and notice ofthe accounts general meeting will be sentto shareholders shortly thereafter. The Board believes thatthis proposal allows the Company to comply with its legal obligations in the most efficient, straightforward and transparent way whilst ensuring that shareholders will get a chance to vote on the normal AGM resolutions once the Company has published the results forthe period to which these relate.

Accordingly, no resolutions will be proposed atthe AGM. However,the Board and the Company's Investment Adviser will instead use the AGM to update shareholders on the current situation and give shareholders the opportunity to ask questions.

Yours faithfully,

Lynne Fennah

Chair

Notice of Annual General Meeting

Notice is hereby given thatthe Annual General Meeting of Home REIT plc will be held atthe offices of FTI Consulting, 200 Aldersgate Street, London, EC1A 4HD at 9.30 a.m. on Monday, 20 February 2023.

By order ofthe Board

Apex Fund and Corporate Services (UK) Limited

Company Secretary

27 January 2023

Registered Office:

6th Floor Bastion House 140 London Wall London EC2Y 5DN

(Company number 12822709)

Notes to the Notice of AGM

  1. Only holders of ordinary shares of £0.01 each in the capital oftheCompany ("Shares") are entitled to attend and participate in the Annual General Meeting or any adjournment(s)thereof.

Pursuantto Regulation 41 oftheUncertificated Securities Regulations 2001, as amended and/or the purposes of section 360B oftheCompanies Act 2006 (the "Act"),theCompany specifies that only those shareholders registered on the Register of Members oftheCompany as at close of business on Thursday, 16 February 2023 (or, in the eventthat the meeting is adjourned, only those shareholders registered on the Register of Members ofthe Company as at close of business on the day which is two days (excluding non-working days) prior to the adjourned meeting) shall be entitled to attend in person or by proxy and vote atthe Annual General Meeting in respect ofthe number of Shares registered in their name atthattime.Changes to entries on the Register of Members afterthattime shall be disregarded in determining the rights of any person to attend or vote atthe meeting.

    1. Proxies
    2. (a) Rightto appoint proxies

Pursuantto Section 324 ofthe Act, a member entitled to attend and vote atthe Annual General Meeting may appoint one or more persons as their proxy or proxies to attend, speak and vote on their behalf atthe meeting or at any adjournment of it. If multiple proxies are appointed,they must not be appointed in respect ofthe same Shares. If a proxy appointmentis submitted withoutindicating how the proxy should vote on any resolution,the proxy will exercise their discretion as to whether and, if so, how they vote.

A proxy need not be a member oftheCompany but must attend the meeting in person forthe member's vote to be counted. The appointment of a proxy will not preclude a shareholderfrom attending and voting in person atthe Annual General Meeting or at any adjournmentthereof.

In the case of joint holders, where more than one ofthe joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the orderin which the names ofthe joint holders appearin theCompany's Register of Members in respect ofthe joint holding (the first named being the most senior).

If a member submits more than one valid proxy appointment,the appointmentreceived last before the latesttime forthe receipt of proxies willtake precedence.

(b) Proxies'rightto vote atthe Annual General Meeting

On a vote on a show of hands, each proxy has one vote. If a proxy is appointed by more than one member and all such members have instructed the proxy to vote in the same way,the proxy will only be entitled, on a show of hands,to vote "for" or "against" as applicable. If a proxy is appointed by more than one member, but such members have given different voting instructions,the proxy may, on a show of hands, vote both "for" and "against" in orderto reflectthe different voting instructions.

On a poll, all or any ofthe voting rights ofthe member may be exercised by one or more duly appointed proxies. However, where a member appoints more than one proxy, Section 285(4) ofthe Act does not authorise the exercise by the proxies taken together of more extensive voting rights than could be exercised by the memberin person.

(c) Appointment of proxies

Detailed below are the methods available to appoint a proxy:

  • (i) To be effective,the proxy appointment must be submitted at www.signalshares.com so as to have been received by theCompany's Registrar notless than 48 hours (excluding weekends and public holidays) before the time appointed forthe meeting or any adjournment of it. By registering on the Signal Shares portal at www.signalshares.com, you can manage your shareholding, including:
    • casting votes;
    • changing your dividend paymentinstruction;
    • updating your address; and
    • selecting your communication preference.
  • (ii) Any power of attorney or other authority under which the proxy is submitted must be returned to theCompany's Registrar, Link Group. If a paperform 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 notless than 48 hours before the time ofthe meeting (excluding weekends and public holidays) or any adjournment ofit.

If you need help with appointing a proxy online, orrequire a paperform of proxy, please contacttheCompany's Registrar, Link Group, by email at shareholderenquiries@ linkgroup.co.uk or by telephone on 0371 664 0300.Calls are charged atthe standard geographic rate and will vary by provider. Calls outside theUK will be charged atthe applicable internationalrate. The Registrar is open between 9.00 a.m. and 5.30 p.m., Monday to Friday (excluding public holidays in England and Wales).

(iii) CREST members who wish to appoint a proxy or proxies by utilising theCREST electronic proxy appointment service may do so for this meeting and any adjournmentthereof by following the procedures described in the CREST Manual.CREST personal members or otherCREST sponsored members, and thoseCREST members who have appointed a voting service provider(s), should refer to theirCREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In orderfor a proxy appointment or instruction made by means ofCREST to be valid,the appropriateCREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & International Limited's specifications and must contain the information required for such instructions, as described in theCREST Manual (available via www.euroclear.com/ crest). The message, in orderto be valid, must be transmitted so as to be received by the Company's agent(ID number RA10) by the latesttime forreceipt of proxy appointments specified above. Forthis purpose,the time ofreceipt will be taken to be the time (as determined by the timestamp applied to the message by theCREST Applications Host) from which theCompany's agentis able to retrieve the message by enquiry to CREST in the manner prescribed byCREST. Afterthis time, any change ofinstructions to proxies appointed throughCREST should be communicated to the appointee through other means.

CREST members and, where applicable,their CREST sponsors or voting service providers should note that EuroclearUK & International Limited does not make available special procedures inCREST for any particular messages. Normal system timings and limitations willtherefore apply in relation to the input ofCREST Proxy Instructions. It is the responsibility oftheCREST member concerned to take (or, iftheCREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s),to procure that hisCREST sponsor or voting service provider(s)take(s)) such action as shall be necessary to ensure that a message is transmitted by means of theCREST system by any particulartime. In this connection,CREST members and, where applicable,theirCREST sponsors or voting service providers are referred, in particular, to those sections oftheCREST Manual concerning practical limitations oftheCREST system and timings.

TheCompany may treat as invalid a CREST Proxy Instruction in the circumstances set outin Regulation 35(5)(a) oftheUncertificated Securities Regulations 2001.

  • (iv) If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by theCompany and approved by the Registrar. Forfurtherinformation regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 9.30 a.m. on 16 February 2023 in orderto be considered valid. Before you can appoint a proxy via this process, you will need to have agreed to Proxymity's associated terms and conditions. Itis importantthat you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.
  • (d) Termination of proxies

A member may terminate a proxy's authority at any time before the commencement ofthe Annual General Meeting. Termination must be provided in writing and submitted to Link Group.

  1. It should be noted that a vote withheld is not a vote in law and will not be counted in the calculation ofthe proportion ofthe votes "For" or "Against" a resolution.

Notes to the notice of Annual General Meeting — continued

    1. A person to whom this notice is sent who is a person nominated under section 146 ofthe Act to enjoy information rights (a "Nominated Person") may, under an agreement between them and the shareholder by whom they were nominated, have a rightto be appointed (orto have someone else appointed) as a proxy forthe Annual General Meeting. If a Nominated Person has no such proxy appointmentright or does not wish to exercise it,they may, under any such agreement, have a rightto give instructions to the shareholder as to the exercise of voting rights. The statements ofthe rights of shareholders in relation to the appointment of proxies in Note 2 above do not apply to a Nominated Person. The rights described in that Note can only be exercised by registered shareholders oftheCompany.
    1. As at 26 January 2023, being the latest practicable date priorto the publication ofthis Notice of AGM, theCompany's issued share capital amounted to 790,570,465 Shares carrying one vote each. No Shares were held in the treasury. Therefore,the total number of voting rights on that date was 790,570,465.
    1. In accordance with section 319A ofthe Act,the Company must cause any question relating to the business being dealt with atthe meeting put by a shareholder attending the meeting to be answered. No such answer need be given if(i)to do so would interfere unduly with the preparation forthe meeting, orinvolve the disclosure of confidential information; (ii)the answer has already been given on a website in the form of an answerto a question; or(iii) itis undesirable in the interests of theCompany orthe good order ofthe meeting that the question be answered.
    1. A person authorised by a corporation is entitled to exercise (on behalf ofthe corporation)the same powers as the corporation could exercise if it were an individual shareholder oftheCompany.

On a vote on a resolution on a poll, if more than one authorised person purports to exercise a powerin respect ofthe same Shares: (i) ifthey purportto exercise the powerin the same way as each other, the poweris treated as exercised in that way; or (ii) ifthey do not purportto exercise the powerin the same way as each other,the poweris treated as not exercised. To be able to attend and vote atthe meeting, corporate representatives will be required to produce priorto their entry to the meeting evidence satisfactory to theCompany of their appointment.Corporate shareholders can also appoint one or more proxies in accordance with Note 2.

    1. Any person holding 3% or more ofthe total voting rights oftheCompany who appoints a person other than theChair ofthe meeting as their proxy is to ensure that both they and their proxy comply with theirrespective disclosure obligations undertheUK Disclosure Guidance and Transparency Rules.
    1. Copies ofthe Articles of Association ofthe Company will be available forinspection from the Company Secretary during normal business hours (excluding weekends and public holidays) until the date ofthe Annual General Meeting and will be made available forinspection atthe meeting. TheCompany Secretary can be contacted at [email protected].
    1. The Notice of AGM and the information required by section 311A ofthe Act will be available on the Company's website at www.homereituk.com.
    1. Members may not use any electronic address provided eitherin the Notice of AGM or any related documents to communicate with theCompany for any purpose otherthan those expressly stated.

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