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LXI REIT PLC AGM Information 2022

Jun 22, 2022

4969_rns_2022-06-22_36043e2c-3e9a-4a2d-aa9a-fe7870b4c350.pdf

AGM Information

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COMPANY No. 10535081

COMPANY LIMITED BY SHARES

INCORPORATED UNDER THE COMPANIES ACT 2006

This is to confirm that at the General Meeting of LXi REIT plc, duly convened and held at:

the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London, EC2M 7SH On the 22nd day of June 2022

The following resolution was passed as an ordinary resolution on a poll.

THAT:

  • (A) the proposed acquisition (which is a reverse takeover for the purposes of the listing rules and regulations made by the Financial Conduct Authority (the "FCA") under the Financial Services and Markets Act 2000 (as amended) and contained in the FCA's publication of the same name, as amended from time to time (the "Listing Rules")) by the Company of the entire issued share capital of Secure Income REIT plc ("SIR"), to be effected pursuant to a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") (or by way of a takeover offer as defined in section 974 of the Companies Act 2006 ("Takeover Offer")) (the "Merger"), on the terms and subject to the conditions as described in the combined prospectus and circular sent to shareholders in the Company on 1 June 2022, of which this Notice of General Meeting forms part (the "Prospectus"), a copy of which is produced to the meeting, be and is hereby approved and the board of directors of the Company (the "Board" or the "Directors") (or any duly constituted committee thereof) be and is authorised to:
  • (i) take all such steps as the Board considers to be necessary or desirable in connection with, and to implement, the Merger (including, without limitation, approving and entering into any associated or ancillary agreements in connection with the Merger on behalf of the Company); and
  • (ii) to agree such modifications, variation, revisions, waivers, extensions or amendments to any of the terms and conditions of the Merger and any associated and ancillary agreements, deemed necessary or desirable by the Board (or any duly constituted committee thereof) (provided such modifications, variations, revisions, waivers, extensions or amendments do not materially change the terms of the Merger for the purposes of Listing Rule 10.5.2), as they may in their absolute discretion think fit; and
  • (B) subject to and conditional upon: (1) the Scheme becoming effective in accordance with its terms, except for the conditions relating to: (a) the delivery of the order of the High Court of Justice, Business and Property Courts of England and Wales, Companies Court sanctioning the Scheme to the Registrar of Companies; and (b) the FCA having acknowledged to the Company or its agent (and such acknowledgment not having been withdrawn) that the application for the admission of the new ordinary shares of £0.01 each in the capital of the Company (the "New LXi Shares") to be issued pursuant to the Scheme (or, as the case may be, the Takeover Offer) to listing on the premium listing segment of the Official List maintained by the FCA has been approved and (after satisfaction of any conditions to which such approval is expressed to be subject (the "listing conditions")) will become effective as soon as a dealing notice has been issued by the FCA and

LXi REIT plc

any listing conditions having been satisfied and London Stock Exchange plc having acknowledged to the Company or its agent (and such acknowledgment not having been withdrawn) that the New LXi Shares (defined below) will be admitted to trading on the main market of London Stock Exchange plc ("Admission"); or, as the case may be, (2) the Takeover Offer becoming or being declared wholly unconditional (except for Admission),

  • (i) the proposed amendment to the investment policy set out in the Appendix to Part 1 (Letter from the Chairman) of the Prospectus, be and is hereby approved; and
  • (ii) the Directors be and hereby are generally and unconditionally authorised, in addition to any existing authorities, pursuant to section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot the New LXi Shares and grant rights to subscribe for or to convert any security into shares in the Company, up to an aggregate nominal amount of £10,748,171.68, in each case, credited as fully paid, with authority to deal with fractional entitlements arising out of such allotment as they think fit and to take all such other steps as they may in their absolute discretion deem necessary, expedient or appropriate to implement such allotments in connection with the Merger, and which authority shall expire at the close of business on 31 December 2022 (unless previously revoked, renewed or varied by the Company in general meeting), save that the Company may before such expiry make an offer or enter into an agreement which would or might require shares to be allotted, or rights to subscribe for or to convert securities into shares to be granted, after such expiry and the Directors may allot shares or grant such rights in pursuance of such an offer or agreement as if the authority conferred by this resolution had not expired.