LXI REIT PLC — Proxy Solicitation & Information Statement 2023

Jul 13, 2023

LXi REIT
Long Indexed Income
LXi REIT PLC
8th Floor
100 Bishopsgate
London EC2N 4AG

Incorporated in England and Wales with
Company Number 10535081 and registered
as an investment company under section 833
of the Companies Act 2006

Letter from the Chairman

Directors:

Cyrus Ardalan (Non-executive Chairman)
Hugh Seaborn (Non-executive Director)
John Cartwright (Non-executive Director)
Ismat Levin (Non-executive Director)
Nick Leslau (Non-Independent Non-executive Director)
Sandy Gumm (Non-Independent Non-executive Director)

6 July 2023

Dear Shareholder,

NOTICE OF ANNUAL GENERAL MEETING

It gives me great pleasure to invite you to attend this year's Annual General Meeting ('AGM') of LXi REIT plc (the 'Company'), which will be held at the offices of Stephenson Harwood at 1 Finsbury Circus, London EC2M 7SH at 10.00 a.m. on 7 September 2023.

The Notice of Meeting (the 'Notice of AGM'), together with the Notes to the Notice of AGM, can be found on pages 7 to 11 of this document. Further details of each of the resolutions to be proposed at the AGM are set out in the Explanatory Notes on pages 2 to 5. I also refer you to the Company's Annual Report and Accounts for the year to 31 March 2023 which were posted to shareholders on 6 July 2023.

Action to be taken by shareholders

Whether or not you propose to attend the AGM, if you would like to vote on the resolutions you may vote:

• by logging on to www.signalshares.com and following the instructions;
• by requesting a hard copy form of proxy directly from the Company's Registrar;
• in the case of CREST members, by utilising the CREST electronic proxy appointment service; or
• if you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform at www.proxymity.io.

In order for a proxy appointment to be valid, please ensure that you have recorded proxy details with the Company's Registrar, Link Group, by 10.00 a.m. on 5 September 2023.

Further details are set out in the Notice of AGM at the end of this document.

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1 LXi REIT plc Notice of Annual Meeting 2023

Recommendation

Full details of the resolutions are set out in the Notice of AGM. The Directors consider that resolutions 1 to 16 to be proposed at the AGM are in the best interests of the Company and its shareholders as a whole. Accordingly, the Board unanimously recommends that shareholders vote in favour of resolutions 1 to 16 as each of the Directors intend to do in relation to the shares over which they have voting control.

As explained in the Notice of AGM, given the interests of the Directors in resolution 17 and the Directors' Deed of Release, the Directors are not permitted to recommend that Shareholders vote in favour of resolution 17, but the Directors do recommend that Shareholders vote on it. Each of the Directors and their respective associates are precluded from voting on resolution 17 and each of the Directors has undertaken to abstain, and to take all reasonable steps to ensure that their respective associates abstain, from voting on the resolution.

SHAREHOLDER ELECTRONIC COMMUNICATIONS

We would also like to ask you how you wish to receive statutory shareholder communications, which include the Company's Annual Report and Accounts and notice of shareholder meetings ('Shareholder Communications'), from the Company in the future.

The Company publishes all Shareholder Communications on its website, www.lxireit.com and would like to ask whether you wish to receive this information electronically. This has several advantages for the Company and its shareholders as it increases the speed of communication, saves you time and reduces print and distribution costs and the Company's impact on the environment.

The following choices are open to you:

1. To receive Shareholder Communications electronically by email, please register your email address via the Share Portal (www.signalshares.com) or contact shareholder services, details of which are shown at the end of this letter.
2. To receive Shareholder Communications electronically via our website, you need take no further action. You will be notified by letter and the Company will release an announcement through the London Stock Exchange each time Shareholder Communications are placed on the website.
3. To receive Shareholder Communications in hard copy form, please register your request via the Share Portal (www.signalshares.com) or contact shareholder services.

You may amend your communication preference or request hard copy documents at any time, either via the Share Portal or by contacting shareholder services.

Shareholder portal

You can register online to view your holding using the Share Portal, a service offered by Link Group at www.signalshares.com, or by writing to our registrar, Link Group 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL.

The Share Portal is an online service enabling you to access and maintain your shareholding online, reducing the need for paperwork and providing 24-hour access for your convenience quickly and easily. Through your Share Portal you may:

• Cast your proxy vote online
• View your holding balance and get an indicative valuation
• View movements in your shareholding
• Update your address and elect to receive shareholder communications electronically

Shareholder services

If you have any queries in relation to your shareholding, please contact Link Group, by: Telephone: 0371 664 0300, Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. We are open between 09:00-17:30, Monday to Friday excluding public holidays in England and Wales.

Email: shareholderenquiries@linkgroup.co.uk

Post: Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL

Yours faithfully

Cyrus Ardalan
Chairman

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EXPLANATORY NOTES TO THE RESOLUTIONS

The information set out below is an explanation of the business to be considered at the 2023 Annual General Meeting ('AGM' or 'Meeting'). The Board strongly urges shareholders to approve resolutions 1 to 16 set out below as they will do themselves in respect of their own holding. As explained in the Notice of AGM, given the interests of the Directors in resolution 17 and the Directors' Deed of Release, the Directors are not permitted to recommend that Shareholders vote in favour of resolution 17, but the Directors do recommend that Shareholders vote on it.

Resolutions 1 to 12 (inclusive) are proposed as ordinary resolutions. This means that, for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 13 to 17 (inclusive) are proposed as special resolutions. This means that, for each of those resolutions to be passed, at least three quarters of the votes cast must be in favour of the resolution.

Resolution 1 – Company’s Annual Report and Accounts

The directors are required to present to the AGM the Company’s Annual Report and Accounts for the year ended 31 March 2023 (the ‘Annual Report’), including the Strategic Report, Directors’ Report, Independent Auditor’s Report and the Directors’ Remuneration Report. Shareholders will be given an opportunity to ask questions on these items at the AGM and are invited to receive and adopt the Annual Report.

Resolution 2 – Directors’ Remuneration Report

The Directors’ Remuneration Report is set out in full in the Annual Report on pages 72 to 75. The vote is advisory and does not affect the remuneration payable to any individual Director. However, the Board will take feedback from shareholders regarding remuneration and incorporate this into any future remuneration discussions.

Resolution 3 – Dividend Policy

The investment objective of the Company is to deliver inflation-protected income and capital growth over the medium-term for Shareholders through its diversified portfolio of UK property assets, let or pre-let to a broad range of tenants with strong financial covenants on long and index-linked leases. The Company seeks to pay dividends on a quarterly basis in cash, by way of four equal interim dividends.

On 13 April 2023, the Board announced that it would target an annual dividend target of 6.6 pence per Ordinary Share in aggregate, paid on a quarterly basis in cash for the year that commenced 1 April 2023.

The Company is targeting a total Net Asset Value return of a minimum of 8 per cent. per annum over the medium-term.

In order to comply with REIT status the Company is required to meet a minimum distribution test for each year which requires the Company to distribute 90 per cent. of the income profits of the Property Rental Business for each accounting period, as adjusted for tax purposes. The target dividends and total NAV return stated above are guidance levels or targets only and not a profit forecast and there can be no assurance that they will be met.

Resolutions 4 to 9 – Re-election of Directors of the Company

In respect of the other Board members, having considered the appointment of each Director individually, the Board considers each to have invaluable experience, knowledge and commitment both within and outside meetings and is strongly recommending that shareholders vote in favour of each Board member’s re-election at the forthcoming AGM.

The Directors full biographies are included on pages 62 to 63 of the 2023 Annual Report and Accounts.

Resolutions 10 and 11 – Re-Appointment and Remuneration of Auditor

In accordance with Sections 489 and 492 of the Companies Act 2006 (the ‘Act’), shareholders are required to approve the appointment of the Company’s auditor each year. In accordance with the provisions of the Statutory Audit Services for Large Companies Market Investigation (Mandatory Use Of Competitive Tender Processes and Audit Committee Responsibilities) 2014, Audit Committees are authorised to determine the auditor’s remuneration. BDO LLP are the Company’s current auditor. Following evaluation of BDO LLP’s performance in respect of the 2023 audit, the Directors recommend their reappointment. BDO LLP have expressed their willingness to be reappointed as auditor to the Company.

Resolution 12 – Authority to allot shares

Resolution 12 (along with resolution 13, which is described below) are intended to renew the Company’s annual authority to allot ordinary shares of £0.01 each in the capital of the Company (‘Ordinary Shares’) on a non-pre-emptive basis. Accordingly, resolution 12 authorises the Board to allot up to 171,447,323 Ordinary Shares generally and unconditionally in accordance with section 551 of the Companies Act 2006, being approximately 10 per cent. of the issued ordinary share capital of the Company as at the date of this document.

LXi REIT plc Notice of Annual Meeting 2023

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The Board believes that the passing of resolution 12 is in shareholders' best interests given that:

• the authority is intended to be used to fund specific investment opportunities sourced by the Company's investment adviser, thereby mitigating the potential dilution of investment returns for existing shareholders; and
• Ordinary Shares issued under this authority will only be issued at prices greater than the aggregate of the relevant prevailing net asset value per share and a premium to cover the commissions and expenses of the relevant issue and should therefore not be dilutive to the net asset value per existing share.

The authority granted pursuant to resolution 12 shall expire on the earlier of the next annual general meeting of the Company or 7 December 2024. The Directors consider it important to have the maximum flexibility to raise finance to enable the Company to respond to market developments and conditions.

Resolution 13: Disapplication of statutory pre-emption rights

Resolution 13 is a special resolution which is proposed to authorise the Directors to disapply the pre-emption rights of existing shareholders in relation to issues of Ordinary Shares under resolution 12 (in respect of Ordinary Shares up to an aggregate nominal value of 171,447,323, being approximately 10 per cent. of the Company's issued ordinary share capital as at the date of this document).

No issuance of Ordinary Shares without pre-emption rights will be made at a price less than the prevailing net asset value per Ordinary Share at the time of issue.

The authority granted pursuant to resolution 13 shall expire on the earlier of the next annual general meeting of the Company or 7 December 2024.

Resolution 14 – Share Repurchases

The Companies Act 2006 allows companies to hold shares acquired by way of market purchase as treasury shares, rather than having to cancel them. This would give the Company the ability to re-issue Ordinary Shares quickly and cost effectively thereby improving liquidity and providing the Company with additional flexibility in the management of its capital base.

No Ordinary Shares will be sold from treasury at a price less than the net asset value per existing Ordinary Shares at the time of their sale unless they are first offered pro rata to existing shareholders.

No Ordinary Shares have been bought back since the Company's launch in 2017.

The Company may seek to address any significant and persistent discount to net asset value at which its Ordinary Shares may be trading by purchasing its own Ordinary Shares in the market on an ad hoc basis.

The Directors currently have the authority to make market purchases of up to 256,999,538 Ordinary Shares. It is intended that a renewal of the authority to make market purchases will be sought from shareholders at each Annual General Meeting of the Company. Accordingly, a resolution to renew the Company's authority to purchase up to 14.99 per cent. of its issued share capital as at the date of this document, equating to 256,999,538 Ordinary shares, is now being proposed at the Company's forthcoming AGM.

The maximum price (exclusive of expenses) which may be paid for an Ordinary Shares must not be more than the higher of:

(i) 5% above the average of the mid-market values of the Ordinary Shares for the five Days before the purchase is made; or
(ii) that stipulated by article 5(6) of the UK Market Abuse Regulation.

The minimum price (exclusive of expenses) which may be paid for an Ordinary Share is £0.01.

Ordinary Shares will only be repurchased at prices below the prevailing net asset value per Ordinary Shares, which should have the effect of increasing the net asset value per Ordinary Shares for other shareholders.

Purchases of Ordinary Shares will be made within guidelines established from time to time by the Board. Any purchase of Ordinary Shares would be made only out of the available uncommitted cash resources of the Group.

Ordinary Shares repurchased by the Company may be held in treasury or cancelled.

The Directors will have regard to the Company's REIT status when making any repurchase, and purchases of Ordinary Shares may be made only in accordance with Companies Act 2006, the Listing Rules and the Disclosure Guidance and Transparency Rules.

Investors should note that the repurchase of Ordinary Shares is entirely at the discretion of the Board and no expectation or reliance should be placed on such discretion being exercised on any one or more occasions or as to the proportion of Ordinary Shares that may be repurchased.

LXi REIT plc Notice of Annual Meeting 2023

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LXi REIT plc Notice of Annual Meeting 2023 4

Resolution 15 – Notice of General Meetings

Resolution 15 seeks shareholder approval for the Company to hold General Meetings (other than an annual general meeting) on not less than 14 clear days' notice. The Company will only use this shorter notice period where it is merited by the purpose of the meeting and will endeavour to give at least 14 working days' notice if possible.

Resolution 16 – Cancellation of Share Premium Account

Following the Company's IPO in February 2017, there was standing to the credit of the share premium account of the Company the sum of £134,005,500. Pursuant to a special resolution passed on 27 January 2017 authorising the cancellation of the share premium account, the Company applied to the Court for this sum to be cancelled. That cancellation became effective on 28 June 2017.

Since then, the Company has issued a further 1,576,323,300 Ordinary Shares and the amount now standing to the credit of the Company's share premium account is £2,120,763,764.00.

The share premium account is a non-distributable reserve and the Company is therefore unable to use the amount standing to the credit of this account for the purpose of, among other things, making distributions to Shareholders. However, the Act does permit the Company (subject to the approval of Shareholders and the consent of the Court) to cancel or reduce its share premium account and credit the resulting sum (less an amount equal to certain of the Company's liabilities as at that date) to the Company's distributable reserves. By cancelling or reducing the share premium account, the Company increases its flexibility to pay dividends, to facilitate any prospective buyback of shares or to provide flexibility for any other general corporate purposes.

A cancellation or reduction of the share premium account requires the passing of a special resolution. Accordingly, resolution 16 seeks shareholder approval to cancel the entire amount standing to the credit of the Company's share premium account. Subject to confirmation by the High Court of Justice in London and the cancellation taking effect, the amount so cancelled will be credited to the Company's distributable reserves. This will improve the Company's distributable reserves position and will provide the Company with flexibility to support, amongst other things, the payment of dividends or other distributions to Shareholders in the future.

Resolution 17 – Dividend Ratification and Release

A technical issue has arisen in respect of the Company's procedure for the payment of the interim dividend of 1.575 pence per Ordinary Share for the quarter ended 30 June 2022 (paid on 18 November 2022), the interim dividend of 1.575 pence per Ordinary Share for the quarter ended 30 September 2022 (paid on 4 January 2023) and the interim dividend of 1.575 pence per Ordinary Share for the Quarter ended 31 December 2022 (paid on 10 March 2023) (the "Interim Dividends"). The aggregate amount of the Interim Dividends was approximately £81 million.

Under the Act, a public company can only pay a dividend out of its distributable profits as shown in its "relevant accounts".

At each payment date, there were sufficient profits and other distributable reserves held within the Company's group (the "Group") to pay the Interim Dividends. However, due to an administrative oversight, certain subsidiaries of the Company had not paid the required intra-group dividends to the Company to give it sufficient distributable reserves to pay the Interim Dividends to Shareholders. Accordingly, at the time of payment, the Company did not have sufficient distributable reserves to pay the Interim Dividends (despite the Group collectively having such reserves) and the payment of the Interim Dividends therefore constitutes a procedural breach of the Act.

On 6 June 2023, the required intra-group dividends were paid by the relevant subsidiaries to the Company. However, the Company has been advised that, because the Interim Dividends were made otherwise than in accordance with the Act, it may have claims against the Shareholders who received the Interim Dividends to recover the amount paid. The Company may also have claims against the directors of the Company in office at the time the decision was taken to pay the Interim Dividends (the "Directors"). It is not the intention of the Company that any such claims should be made against either its Shareholders or the Directors. Therefore, in order to regularise the position and put the Company's Shareholders and Directors so far as possible into the position in which they were always intended to be had the Interim Dividends been made in accordance with the procedural requirements of the Act, resolution 17 is being proposed as a special resolution to seek Shareholder ratification of the payment of the Interim Dividends and certain related matters.

This special resolution, if passed, will ratify the payment of the Interim Dividends and the appropriation of distributable profits to the payment of the Interim Dividends, waive any rights of the Company against the Shareholders who received the Interim Dividends, waive any rights of the Company against the Directors in respect of the payment of the Interim Dividends, and approve the Company entering into deeds of release in favour of such Shareholders (the "Shareholders' Deed of Release") and Directors (the "Directors' Deed of Release"). By virtue of the Shareholders' Deed of Release, the Company will release the Shareholders who appeared on the register of members on the record dates for the Interim Dividends from any and all claims which it has or may have in respect of the payment of the Interim Dividends. Similarly, the Directors' Deed of Release releases the Directors from any and all claims which the Company has or may have arising at any time in respect of the payment of the Interim Dividends.

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In respect of resolution 17, each of the Directors is deemed to be a related party of the Company under the Listing Rules published by the Financial Conduct Authority. The entry by the Company into the Directors' Deed of Release constitutes a "smaller related party transaction" under Listing Rule 11.1.10 R.

Given the interests of the Directors in resolution 17 and the Directors' Deed of Release, the Directors are not permitted to recommend that Shareholders vote in favour of resolution 17, but the Directors do recommend that Shareholders vote on it. However, the Board notes that, in accordance with its obligations under the Listing Rules as a premium listed company proposing to enter into a smaller related party transaction, the Company has obtained written confirmation from an FCA-approved sponsor firm that the terms of, and entry into, the Directors' Deed of Release are fair and reasonable as far as the Shareholders of the Company are concerned. Each of the Directors and their respective associates are precluded from voting on resolution 17 and each of the Directors has undertaken to abstain, and to take all reasonable steps to ensure that their respective associates abstain, from voting on resolution 17.

The approach that the Company is proposing by way of resolution 17 is consistent with the approach taken by other UK incorporated companies whose shares are admitted to listing on the premium segment of the Official List and to trading on the main market of the London Stock Exchange and that have, similarly, made distributions otherwise than in accordance with the strict requirements of the Act.

The proposed ratification of the Interim Dividends, the confirmation of the appropriation of the Company's distributable profits and the entry by the Company into the deeds of release do not affect the Company's existing distributable reserves nor its capacity to pay dividends going forward in accordance with the Company's dividend policy. The Board has taken steps to ensure that, in future, the issue referred to above does not arise in relation to the payment of dividends.

The Company has been advised by its legal advisers that, based on their understanding of HMRC practice (including previous confirmations provided to other UK incorporated companies that have made distributions otherwise than in accordance with the Act), the UK tax position of UK resident Shareholders generally is not expected to be affected by any procedural irregularity in respect of the Interim Dividends. Any UK resident Shareholder who has any doubt about their tax position should consult an independent professional adviser.

The Company has not sought and does not intend to seek any advice in respect of jurisdictions outside the UK. Any non-UK resident Shareholder who has any doubt about their tax position should consult an independent professional adviser.

Recommendation

As noted above, given the interests of the Directors in resolution 17 and the Directors' Deed of Release, the Directors are not permitted to recommend that Shareholders vote in favour of resolution 17, but the Directors do recommend that Shareholders vote on it. Each of the Directors and their respective associates are precluded from voting on resolution 17 and each of the Directors has undertaken to abstain, and to take all reasonable steps to ensure that their respective associates abstain, from voting on the resolution.

LXi REIT plc Notice of Annual Meeting 2023

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to any matter referred to in this document or as to the action you would take, you are recommended to seek your own financial advice immediately from an independent financial adviser who is authorised under the Financial Services and Markets Act 2000 (as amended) ('FSMA') if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom.

If you have sold or otherwise transferred all of your Ordinary Shares in LXi REIT plc, please send this document at once to the purchaser or transferee or to the bank, stockbroker or other agent through whom or by whom the sale or transfer was made, for delivery to the purchaser or transferee. However, the distribution of this document in jurisdictions other than 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 of those restrictions may constitute a violation of the securities laws of any such jurisdiction.

LXi REIT plc Notice of Annual Meeting 2023 6

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Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of LXI REIT plc will be held at the offices of Stephenson Harwood at 1 Finsbury Circus, London EC2M 7SH at 10.00 a.m. on 7 September 2023 for the following purposes:

To consider and if thought fit pass the following resolutions of which resolutions 1 to 12 will be proposed as ordinary resolutions and resolutions 13 to 17 will be proposed as special resolutions.

ORDINARY RESOLUTIONS

1. To receive and adopt the Company's Annual Report and Accounts for the year to 31 March 2023, 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 2023.
3. To approve the Company's Dividend Policy to pay all dividends as interim dividends.
4. To re-elect Cyrus Ardalan as a Director of the Company.
5. To re-elect Hugh Seaborn as a Director of the Company
6. To re-elect Ismat Levin as a Director of the Company
7. To re-elect John Cartwright as a Director of the Company
8. To re-elect Sandy Gumm as a Director of the Company
9. To re-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 2024 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 2024 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 2024 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.

LXI REIT plc Notice of Annual Meeting 2023

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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.

2. That, subject to the confirmation of the Court, the amount standing to the credit of the share premium account of the Company be cancelled and the amount of the share premium account so cancelled be credited to a reserve.

3. That:

(a) the appropriation of distributable profits of the Company (as shown in the audited financial statements of the Company for the financial year ended 31 March 2023) to the payment of the interim dividend of 1.575 pence per Ordinary Share for the quarter ended 30 June 2022 paid by the Company on 18 November 2022, the interim dividend of 1.575 pence per Ordinary Share for the quarter ended 30 September 2022 paid by the Company on 4 January 2023 and the interim dividend of 1.575 pence per Ordinary Share for the quarter ended 31 December 2022 paid by the Company on 10 March 2023 (together the "Interim Dividends") be and is authorised (by reference to the same record dates as the original accounting entries for the Interim Dividends);

(b) any and all claims which the Company has or may have arising out of or in connection with the payment of the Interim Dividends against its Shareholders who appeared on the register of members on the relevant record date for an Interim Dividend (or the personal representatives and their successors in title (as appropriate) of a Shareholder's estate if he or she is deceased) be waived and released, and a deed of release in favour of such Shareholders (or the personal representatives and their successors in title (as appropriate) of a Shareholder's estate if he or she is deceased) be entered into by the Company in the form produced to the meeting and initialled by the Chairman for the purposes of identification and any Director in the presence of a witness, any two Directors or any Director and the Company Secretary be authorised to execute the same as a deed poll for and on behalf of the Company; and

(c) any and all claims which the Company has or may have against the Directors or the personal representatives and their successors in title (as appropriate) of his or her estate if such Director is deceased, arising out of or in connection with the approval, declaration or payment of the Interim Dividends be waived and released and that a deed of release in favour of each Director (or the personal representatives and their successors in title of his or her estate if such Director is deceased), be entered into by the Company in the form produced to the meeting and initialled by the Chairman for purposes of identification and any Director in the presence of a witness, any two Directors or any Director and the Company Secretary be authorised to execute the same as a deed poll for and on behalf of the Company.

By order of the Board

Nicola Lambourne
For and on behalf of
LDC Nominee Secretary Limited
Company Secretary

6 July 2023

Registered Office:
8th Floor
100 Bishopsgate
London
EC2N 4AG

LXi REIT plc Notice of Annual Meeting 2023 8

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Notes to Notice of Annual General Meeting (continued)

NOTES:

1. Right to appoint proxies

A member is entitled to appoint another person as his or her proxy to exercise all or any of his or her rights to attend to speak and to vote at the meeting. A member may appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member. A proxy need not be a member of the Company.

Recipients of this document who are the beneficial owners of Ordinary Shares held through a nominee should follow the instructions provided by their nominee or their professional adviser if no instructions have been provided.

The appointment of a proxy will not preclude a member from attending and voting in person at the meeting or at any adjournment thereof.

2. Appointment of proxies

To appoint a proxy, you may:

• register your appointment on the Signal Shares portal at www.signalshares.com;
• request a paper form of proxy from the Company's registrar using the details below;
• in the case of CREST members, appoint a proxy via CREST; or
• if you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform at www.proxymity.io.

You are encouraged to vote electronically via www.signalshares.com. However, you can request a proxy form direct from the Company's Registrar, Link Group, via telephone on +44 (0) 371 664 0300 or via email at: shareholderenquiries@linkgroup.co.uk.

By registering on the Signal Shares portal at www.signalshares.com, you can manage your shareholding, including:

(i) casting your vote; (ii) changing your dividend payment instruction; (iii) updating your address; and (iv) selecting your communication preference. To be effective, the proxy vote must be submitted at www.signalshares.com so as to have been received by the Company's Registrars by 10.00 a.m. on 5 September 2023.

To be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified or office copy of the same, must be completed and returned to the office of the Company's Registrar, Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL, not later than 10.00 a.m. on 5 September 2023. Amended instructions must also be received by the Company's Registrar by the deadline for receipt of forms of proxy.

CREST members may vote by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in Note 10 below.

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. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 10.00 a.m. on 5 September 2023 in order to 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. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.

The appointment of a proxy will not prevent a member from attending the meeting and voting in person at the meeting or at any adjournment thereof. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.

3. Right to attend and vote

Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that in order to have the right to attend and vote at the meeting (and also for the purpose of determining how many votes a person entitled to attend and vote may cast), a person must be entered on the register of members of the Company as at 6.00 p.m. on 5 September 2023 or, in the event of any adjournment, at 6.00 p.m. on the date which is two business days before the day of the adjourned meeting. Changes to entries on the register of members after this time shall be disregarded in determining the rights of any person to attend or vote at the meeting.

4. Corporate members

Any corporation which is a shareholder may authorise such person as it thinks fit to act as its representative at the meeting. Any person so authorised shall be entitled to exercise on behalf of the corporation which he/she represents the same powers (other than to appoint a proxy) as that corporation could exercise if it were an individual shareholder (provided, in the case of multiple corporate representatives of the same corporate shareholder, they are appointed in respect of different shares owned by the corporate shareholder or, if they are appointed in respect of the same shares, they vote the shares in the same way). To be able to attend and vote at the meeting, corporate representatives will be required to produce prior to their entry to the meeting evidence satisfactory to the Company of their appointment.

LXI REIT plc Notice of Annual Meeting 2023

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1. Nominated persons

Any person to whom this Notice of AGM is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a ‘Nominated Person’) may have a right, under an agreement between him/her and the member by whom he/she was nominated, to be appointed (or to have someone else appointed) as a proxy for the meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may have a right, under such an agreement, to give instructions to the member as to the exercise of voting rights. The statement of the above rights of the members in relation to the appointment of proxies does not apply to Nominated Persons. Those rights can only be exercised by shareholders of the Company.

1. Total number of shares and voting rights

As at 30 June 2023 (being the last practicable business day prior to the publication of this Notice of AGM) the Company’s issued share capital consisted of 1,714,473,236 Ordinary Shares, carrying one vote each. No shares were held in treasury. The total number of voting rights in the Company as at that date was therefore 1,714,473,236. There were no outstanding warrants or options to subscribe for Ordinary Shares.

1. Documents

The Company’s Articles of Association will be made available at the meeting and can be viewed at the Company’s registered office at 8th Floor, 100 Bishopsgate, London, EC2N 4AG.

1. Website

Further information regarding the meeting, which the Company is required by section 311A of the Companies Act 2006 to publish on a website in advance of the meeting, can be accessed at www.lxireit.com.

1. Joint shareholders

In the case of joint holders, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the relevant joint holding.

1. CREST shareholders

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual and/or by logging on to the website euroclear.com/CREST. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

If you are a CREST system user (including a CREST personal member) you can appoint one or more proxies or give an instruction to a proxy by having an appropriate CREST message transmitted. 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 Company’s agent (ID number RA10) not later than 48 hours (excluding non-working days) before the start of 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 Company’s agent is able to retrieve the message. CREST personal members or other CREST sponsored members should contact their CREST sponsor for assistance with appointing proxies via CREST. For further information on CREST procedures, limitations and system timings please refer to the CREST manual. 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.

1. Chairman’s discretion

If the Chairman, as a result of any proxy appointments, is given discretion as to how the votes subject of those proxies are cast and the voting rights in respect of those discretionary proxies, when added to the interest in the Company’s securities already held by the Chairman, result in the Chairman holding such number of voting rights that he has a notifiable obligation under the Disclosure Guidance and Transparency Rules, the Chairman will make the necessary notifications to the Company and the Financial Conduct Authority. As a result, any member holding 3 per cent. or more of the voting rights in the Company, who grants the Chairman a discretionary proxy in respect of some or all of those voting rights and so would otherwise have a notification obligation under the Disclosure Guidance and Transparency Rules, need not make a separate notification to the Company and the Financial Conduct Authority.

LXi REIT plc Notice of Annual Meeting 2023 10

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Notes to Notice of Annual General Meeting (continued)

12. Questions and answers

A shareholder may submit a question in advance by a letter addressed to the Company Secretary at the Company's registered office or via email to lxicosec@lawdeb.com.

Under section 319A of the Companies Act 2006, the Company must answer any question a shareholder asks relating to the business being dealt with at the meeting, unless:

(i) answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information;

(ii) the answer had already been given on a website in the form of an answer to a question; or

(iii) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

13. Website statements from shareholders

Under section 527 of the Companies Act 2006, members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to:

(i) the audit of the Company's Annual Report and Accounts (including the Auditor's report and the conduct of the audit) that are laid before the meeting; or

(ii) any circumstance connected with an Auditor of the Company ceasing to hold office since the previous meeting at which the Company's Annual Report and Accounts were laid in accordance with section 437 of the Companies Act 2006.

The Company may not require the members requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company's Auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the meeting includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.

LXi REIT plc Notice of Annual Meeting 2023