LXI REIT PLC — AGM Information 2022

Sep 5, 2022

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author: Anthony Lee
date: 2022-08-23 11:06:00+00:00

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COMPANY No. 10535081

COMPANY LIMITED BY SHARES

INCORPORATED UNDER THE COMPANIES ACT 2006

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

at the offices of Stephenson Harwood

1 Finsbury Circus

London

EC2M 7SH

On the 5th day of September 2022

The following resolutions were passed. Resolutions 13 to 15 were passed as special resolutions.

ORDINARY RESOLUTIONS

1. To receive and adopt the Company’s Annual Report and Accounts for the year to 31 March 2022, with the reports of the Directors and Auditor thereon.

2. To approve the Directors’ Remuneration Report included in the Annual Report for the year to 31 March 2022.

3. To approve the Company’s Dividend Policy to pay all dividends as interim dividends.

4. To elect Cyrus Ardalan as a Director of the Company.

5. To elect Hugh Seaborn as a Director of the Company.

6. To elect Ismat Levin as a Director of the Company.

7. To re-elect John Cartwright as a Director of the Company.

8. To elect Sandy Gumm as a Director of the Company.

9. To elect Nick Leslau as a Director of the Company.

10. To re-appoint BDO LLP as Auditor to the Company.

11. To authorise the Directors to fix the remuneration of the Auditor until the conclusion of the next Annual General Meeting of the Company.

12. That the Directors be and are hereby generally and unconditionally authorised, in addition to any existing authorities, pursuant to and in accordance with section 551 of the Companies Act 2006 (the ‘Act’), to exercise all the powers of the Company to allot up to 171,447,323 ordinary shares of £0.01 each in the capital of the Company (‘Ordinary Shares’) (equivalent to 10% of the Ordinary Shares in issue at the date of this Notice of AGM), such authority to expire (unless previously varied, revoked or renewed by the Company in general meeting) at the conclusion of the Annual General Meeting of the Company to be held in 2023 or, if earlier, on the expiry of 15 months from the passing of this resolution, save that the Company may, at any time prior to the expiry of such authority, make an offer or enter into an agreement which would or might require the allotment of shares after the authority expires and the Directors may allot Ordinary Shares in pursuance of such an offer or agreement as if such authority had not expired.

SPECIAL RESOLUTIONS

1. That, subject to the passing of resolution 12, the Directors be and are hereby empowered (pursuant to sections 570 and 573 of the Act), in addition to any existing authorities, to allot up to 171,447,323 Ordinary Shares and to sell Ordinary Shares from treasury for cash pursuant to the authority referred to in resolution 12 above as if section 561 of the Act did not apply to any such allotment or sale, such power to expire (unless previously varied, revoked or renewed by the Company in general meeting) at the conclusion of the Annual General Meeting of the Company to be held in 2023 or, if earlier, on the expiry of 15 months from the passing of this resolution, save that the Company may, at any time prior to the expiry of such power, make an offer or enter into an agreement which would or might require equity securities to be allotted or sold from treasury after the expiry of such power, and the Directors may allot or sell from treasury equity securities in pursuance of such an offer or an agreement as if such power had not expired.

2. That the Company be and is hereby generally and unconditionally authorised in accordance with section 701 of the Act to make market purchases (within the meaning of section 693(4) of the Act) of its Ordinary Shares, provided that:

(a) the maximum number of Ordinary Shares hereby authorised to be purchased shall be 256,999,538 (representing 14.99 per cent of the Company’s issued Ordinary Share capital (excluding shares held in Treasury) at the date of this Notice of AGM);

(b) the minimum price (exclusive of any expenses) which may be paid for an Ordinary Share is £0.01;

(c) the maximum price (excluding expenses) which may be paid for an Ordinary Share is not more than the higher of (i) 5 per cent above the average of the middle market quotations for the Ordinary Shares for the five business days immediately before the day on which the Company purchases that share and (ii) the higher of the price of the last independent trade and the highest current independent bid for the Ordinary Shares;

(d) the authority hereby conferred shall expire at the conclusion of the Annual General Meeting of the Company in 2023 or, if earlier, on the expiry of 15 months from the passing of this resolution, unless such authority is renewed prior to such time; and

(e) the Company may make a contract to purchase Ordinary Shares under the authority hereby conferred prior to the expiry of such authority, which will or may be executed wholly or partly after the expiration of such authority and may make a purchase of Ordinary Shares pursuant to any such contract.

1. That a general meeting of the Company other than an Annual General Meeting may be called on not less than 14 clear days’ notice, provided that this authority shall expire at the conclusion of the Company’s next Annual General Meeting after the date of the passing of this resolution.