AGM Information • Feb 1, 2024
AGM Information
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If you are in any doubt as to any matterreferred to in this document or as to the action you should take, you are recommended to seek your own financial advice immediately from an independent financial adviser who is authorised underthe Financial Services and Markets Act 2000 (as amended) ("FSMA") if you are in the United Kingdom, orfrom another appropriately authorised independent financial adviserif you are in a territory outside the United Kingdom.
If you have sold or otherwise transferred all of your ordinary shares in Home REIT plc ("Ordinary Shares"), please send this document at once to the purchaser ortransferee orto the bank, stockbroker or other agentthrough whom or by whom the sale ortransfer was made, for delivery to the purchaser ortransferee. However,the distribution ofthis documentin jurisdictions otherthan the United Kingdom may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe those restrictions. Any failure to comply with any ofthose restrictions may constitute a violation ofthe securities laws of any such jurisdiction. If you have sold or otherwise transferred only some of your Ordinary Shares, you should retain this document and consultthe bank, stockbroker or other agentthrough whom or by whom the sale ortransfer was made fortransmission to the purchaser ortransferee.
Home REIT plc | Notice of 2024 Annual General Meeting i
(Incorporated in England and Wales with company number 12822709 and registered as an investment company under section 833 ofthe Companies Act 2006)
Notice ofthe annual general meeting of Home REIT plc to be held atthe offices of FTI Consulting at 200 Aldersgate Street, London, EC1A 4HD at 10.00 a.m. on Thursday, 29 February 2024 is set out at the end ofthis document.
If you would like to vote on the resolution being proposed atthe AGM you may vote:
In orderfor a proxy appointmentto be valid, you must ensure that you have recorded proxy details using one ofthe methods set out above by 10.00 a.m. on 27 February 2024.
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 the Company and approved by the Registrar. Forfurther information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 10.00 a.m. on 27 February 2024 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 important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.
Registered Office: 6th Floor, 125 London Wall, London, EC2Y 5AS (Incorporated in England and Wales with company number 12822709 and registered as an investment company under section 833 of the Companies Act 2006)

Directors:
Michael O'Donnell (Non-executive Chair) Lynne Fennah (Non-executive Director) Simon Moore (Non-executive Director) Marlene Wood (Non-executive Director) Peter Cardwell (Non-executive Director)
1 February 2024
Dear Shareholder,
I may have hoped for a slightly differentform of letterfor my firstformal communication as Chair of Home REIT plc (the "Company"). Whilstthe following paragraphs will deal with the technicalrequirements forthe holding ofthe Company's 2024 annual general meeting (the "Annual General Meeting" or "AGM") and the nature ofthe business to be proposed, I would like to emphasise the following.
I am conscious thatthis AGM will be my first opportunity to meet with many ofthe shareholders and I look forward to doing that where possible. I would like to take that chance to give my initial impressions to you ofthe challenges and opportunities thatface the Company.
I would also reiterate thatthe Board is in the process of changing. As previously announced, Simon Moore, Marlene Wood and Peter Cardwell have agreed to step down on the publication ofthe Company's 2022 and 2023 financialresults. Accordingly, we have not proposed them to stand forre-election atthis AGM. In the meantime we are actively recruiting replacement non-executive directors.
The AGM will be held atthe offices of FTI Consulting at 200 Aldersgate Street, London, EC1A 4HD at 10.00 a.m. on Thursday, 29 February 2024.
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.
As previously announced,the publication ofthe Company's results forthe financial years ended 31 August 2022 and 31 August 2023 (the "2022 and 2023 Annual Reports and Accounts") had initially been delayed to allow the Company's auditor, BDO LLP,to undertake an enhanced set of audit procedures in respect ofthe financial year ended 31 August 2022, and forthe Board to instruct Alvarez & Marsal Disputes and Investigations, LLP to conduct an investigation into allegations of wrongdoing. Without waiver of privilege,the key findings ofthis report, including the arrangements forrefurbishment of properties, settlement ofrent arrears and arrangements with tenants which had not been broughtto the Board's attention by the appointed investment advisor atthe time, caused the Board to determine thatrevised accounting policies for acquisition accounting and revenue recognition were required to appropriately accountforthe substance of historical acquisitions and lease contracts.
The Board also determined it was necessary to instructthird parties to undertake an internal inspection programme and appoint Jones Lang LaSalle Limited as valuerto undertake valuations ofthe entire portfolio, on the basis of fair value as at 31 August 2022 and 31 August 2023. As announced on 8 January 2024,the audit process remains on-going and is subject, amongst otherthings,to the continuing internal inspection programme (which requires significant co-ordination with multiple parties), and the application ofrevised accounting policies back to inception. The Company and its advisers continue to work with the auditors to ensure thatthe 2022 and 2023 Annual Reports and Accounts can be published.
As a result ofthe delays to the publication ofthe 2022 and 2023 Annual Reports 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 29 February 2024.
As a result ofthis obligation,the Board has decided to hold its Annual General Meeting on 29 February 2024, with this meeting providing shareholders with the chance to meet with me,the Company's new Chair,the Board of Directors,the Investment Manager(AEW UK Investment Management LLP) and other advisers. However,the Company will deferthe standard AGM resolutions to a separate "accounts general meeting" of shareholders to be held as soon as possible following the publication ofthe 2022 and 2023 Annual Reports and Accounts (the "Accounts Meeting").
As announced on 18 January 2024, I, Michael O'Donnell, have been appointed to succeed Lynne Fennah as the independent Non-Executive Chair ofthe Company. I am committed to protecting the interests of allthe Company's stakeholders and look forward to meeting with our shareholders atthe AGM. A summary of my background and experience is included in the Appendix to this document.
Despite having only been appointed to this role on 18 January 2024, as required by the Company's Articles of Association, I willretire and offer myself forre-election atthe AGM by way of ordinary resolution. Having stepped down as Non-Executive Chair, Lynne Fennah will continue in her capacity as a Non-Executive Director ofthe Company to provide continuity, and will use her experience with and knowledge ofthe Company to supportthe Board and the Company's advisers on some very specific fronts, where she has invaluable inputfrom hertime with the Company.
As announced on 18 January 2024, Simon Moore, Marlene Wood and Peter Cardwell will step down on publication ofthe 2022 and 2023 Annual Reports and Accounts. Lynne Fennah will offer herself forre-election atthe Accounts Meeting to be held as soon as possible after publication ofthe accounts referred to above. Given these proposed changes,the Board does not considerit appropriate to propose any additionalre-election resolutions atthis AGM. A process to appointreplacement Non-Executive Directors is underway.
Accordingly, only one resolution will be proposed atthis AGM, with the standard suite of AGM resolutions being deferred to the Accounts Meeting. The AGM will primarily be an opportunity forthe Board and the Investment Managerto update shareholders on the current situation and give shareholders the opportunity to ask questions.
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.
The Board stresses thatthe 2022 and 2023 Annual Reports and Accounts will be published as soon as practically possible and notice ofthe Accounts Meeting will be sentto shareholders shortly thereafter.
The Board considers thatthe re-election of Michael O'Donnell is in the bestinterests ofthe Company and its shareholders as a whole. Accordingly,the Board unanimously recommends that shareholders vote in favour ofthe resolution to be proposed atthe Annual General Meeting. The Directors intend to vote in favour ofthe resolution in respect oftheir holdings of Ordinary Shares, amounting to 151,000 Ordinary Shares in aggregate (representing approximately 0.02 per cent. ofthe issued share capital ofthe Company as atthe date ofthis document).
Yours faithfully
Michael O'Donnell
Chair
(Incorporated in England and Wales with company number 12822709 and registered as an investment company under section 833 ofthe Companies Act 2006)
Notice is hereby given thatthe Annual General Meeting of Home REIT plc (the "Company") will be held atthe offices of FTI Consulting at 200 Aldersgate Street, London, EC1A 4HD at 10.00 a.m. on Thursday, 29 February 2024 to transactthe business set outin the resolution below:
THAT Michael O'Donnell, who retires and offers himself forre-election in accordance with Article 126 ofthe Company's Articles of Association, be and is hereby re-elected as a Director ofthe Company.
By order ofthe Board
Company Secretary
1 February 2024
Registered Office:
6th Floor 125 London Wall London EC2Y 5AS United Kingdom
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 Tuesday, 27 February 2024 (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) priorto the adjourned meeting) shall be entitled to attend in person or by proxy and vote atthe Annual General Meeting in respect ofthe number of Ordinary 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.
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 Ordinary 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.
Detailed below are the methods available to appoint a proxy:
If you need help with appointing a proxy online, orrequire a paperform of proxy, please contacttheCompany's Registrar, Link Group, by email at [email protected] 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 Registraris open between 9.00 a.m. and 5.30 p.m., Monday to Friday (excluding public holidays in England and Wales).
(iv) 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 EuroclearUK & 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 theCompany's agent (ID number RA10) by the latesttime for receipt 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 toCREST in the manner prescribed byCREST. Afterthis time, any change of instructions 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.
(v) 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 10.00 a.m. on 27 February 2024 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.
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.
Michael O'Donnell is Chair ofthe Board of Home REIT plc. He is also a Non-Executive Director and Chair ofthe Remuneration Committee of Big Yellow Group PLC, a FTSE 250 self-storage company. Michael has over 30 years of experience, 15 of which has been dedicated to Non-Executive Directorroles at a range of companies across the healthcare,real estate,residential, education and business services sectors including Helical plc (where he also chaired the Remuneration Committee), BMI Healthcare, Cygnet Healthcare, Esland Care and Dental Partners.
Michael has extensive experience in complex restructuring situations including insolvency processes and has held several creditor side board appointments. Priorto roles as a Non-Executive Director, he spent 11 years in private equity at LGV Capital (a subsidiary of Legal & General) and before that 8 years in corporate finance at Morgan Grenfell and BZW. Michael has a Batchelor of Commerce degree from University College Dublin and is a member ofthe London Restructuring Network.
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