Pre-Annual General Meeting Information • Oct 29, 2025
Pre-Annual General Meeting Information
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THIS DOCUMENT AND THE ACCOMPANYING FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to the action you should take, you should consult an independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if resident elsewhere, from another appropriately authorised independent financial adviser in your own jurisdiction.
If you have sold or otherwise transferred all of your shares in the Company, please forward this document, together with the accompanying form of proxy as soon as possible to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee.
(registered in England and Wales with no.328020)
Notice of General Meeting
This document should be read as a whole. Your attention is drawn to the Letter which is set out in this document. The Letter contains a recommendation that you vote in favour of the resolutions to be proposed at the General Meeting.
Notice of the General Meeting of the Company to be held at the offices of Norton Rose Fulbright LLP, 3 More London Riverside, London SE1 2AQ at 11.00 a.m. on 17 November 2025 is set out at the end of this document. A Form of Proxy to be used in connection with the resolutions to be proposed at the General Meeting is enclosed.
Whether or not you intend to attend the General Meeting in person, you are requested to vote ahead of the General Meeting by either completing the Form of Proxy in accordance with the instructions printed on it and returning it as soon as possible by post or (during normal business hours only) by hand but, in any event, so as to be received by the Company's Registrar, MUFG Corporate Markets, PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL or by appointing a proxy electronically via the Investor Centre app or by accessing the web browser at https://uk.investorcentre.mpms.mufg.com/, in either case, by no later than 11.00 a.m. on 13 November 2025. If you hold ordinary shares in CREST, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to the Company's Registrar, MUFG Corporate Markets, under CREST participant ID number RA10, so that it is received by no later than 11.00 a.m. on 13 November 2025.
(registered in England and Wales with no.328020)
Directors: Mr D.M. Sinclair Mrs M.M. Bray Ms T.E.B. Hartey Mr A.W. Powell Dr A.R. Williams
Registered office: Mountview House 151 High Street Southgate London N14 6EW
22 October 2025
To: Holders of ordinary shares in Mountview Estates P.L.C. (the Company)
Dear Shareholder,
As announced following the Annual General Meeting of the Company held on 13 August 2025 (the AGM), the Company was disappointed to note that the resolutions concerning the re-election of Mr A.W. Powell and the election of Ms T.E.B. Hartley as directors of the Company did not receive the support of a majority of independent shareholders who voted, which is now a requirement of the UK Listing Rules of the Financial Conduct Authority (the UKLRs) given the Company has a controlling shareholder. As shareholders will be aware, the Sinclair family concert party constitutes a controlling shareholder for the purposes of the UKLRs.
As stated in the announcement of the results of the AGM, the Company is entitled (in accordance with the UKLRs) to put further resolutions to shareholders of the Company concerning the re-election of Mr Powell and the election of Ms Hartley at a general meeting to be held within 90 and 120 days of the AGM. At such meeting, all shareholders (including Sinclair family concert party members) are entitled to vote on these resolutions.
The Company intends to hold a second vote on the re-election of Mr Powell and the election of Ms T.E.B. Hartley as directors of the Company. As noted above, such resolution must be approved by a majority of all shareholders who vote at the meeting (and in accordance with the UKLRs, there is no requirement for approval by a separate majority of independent shareholders who vote at the meeting).
Mr Powell is a former audit partner at KPMG and Ms Hartley holds and has held various roles in the property sector, and in the Board's view, both bring considerable valuable experience to the Company. Full details of their experience is set out in Appendix 1.
The general meeting at which the vote will be taken on the resolutions proposed in the notice of general meeting will be held at the offices of Norton Rose Fulbright LLP, 3 More London Riverside, London SE1 2AQ at 11.00 a.m. on Monday 17 November 2025 (the General Meeting). Pending the vote on the appointment of Mr Powell and of Ms Hartley as directors and as notified to shareholders at the AGM, Mr Powell and Ms Hartley are deemed to have been re-elected/ elected to the Board from the date of the AGM until the conclusion of the General Meeting. If the re-appointment of Mr Powell and the appointment of Ms Hartley, respectively, is approved by a majority of shareholders voting at the General Meeting, Mr Powell and Ms Hartley will then be re-elected/elected to the Board until the AGM to be held in 2026, at which they will each be required to retire in accordance with the provisions in the Financial Reporting Council's 2024 UK Corporate Governance Code. However, if either of the resolutions is not passed, the re-election of Mr Powell and the election of Ms Hartley, (as the case may be), as directors of the Company will cease on the conclusion of the General Meeting.
The formal notice of General Meeting, containing the resolutions referred to above to be proposed to the shareholders of the Company, is attached to this letter. Certain additional information required by the UKLRs in relation to resolutions 1 and 2 concerning the re-election of Mr Powell and the election of Ms Hartley is also set out on page 4 of this document.
Shareholder participation is important to the Directors and all shareholders are encouraged to vote ahead of the General Meeting by appointing a proxy to vote on the two resolutions set out in the notice of General Meeting as soon as possible and in any event by 11.00 a.m. on 13 November 2025. Shareholders are encouraged to appoint the Chairman of the meeting as their proxy even if they intend to attend the General Meeting in person. This is to ensure that their vote is counted even if they (or any other proxy they might otherwise appoint) are not able to attend in person on the day of the General Meeting. Shareholders can vote ahead of the General Meeting, either by completing and returning a Proxy Form or by appointing a proxy electronically via the Investor Centre app or by accessing the web browser at https://uk.investorcentre.mpms.mufg.com/. Shareholders will need their Investor Code which can be located on their share certificate. Full instructions are on the website. Shareholders who hold their ordinary shares in CREST may appoint a proxy by completing and transmitting a CREST Proxy Instruction to MUFG Corporate Markets so that it is received by no later than 11.00 a.m. on 13 November 2025.
All resolutions for consideration at the General Meeting will be voted on a poll, rather than a show of hands, and all valid proxy votes cast will count towards the poll votes. The results will be announced via regulatory announcement and will be posted on the Company's website as soon as practicable after the General Meeting.
As well as shareholder participation at the General Meeting, engagement with our shareholders is important to the Company and the Directors. Therefore, arrangements have been made so that shareholders can participate in the General Meeting by submitting questions in advance. Any specific questions on the business of the General Meeting and on the resolutions can be submitted ahead of the General Meeting by email to [email protected] or by writing to the Company Secretary, Mountview House, 151 High Street, Southgate, London N14 6EW. To enable shareholders to have time to consider the responses to questions ahead of the voting deadline on 13 November 2025, please submit questions as soon as possible and in any event no later than 4 November 2025. Responses to relevant questions submitted by 4 November 2025 will be provided by way of a written Q&A, grouped into themes, as described below, posted on the Company's website as soon as practicable in advance of the General Meeting, and no later than 11 November 2025. The Directors anticipate the Q&A will be grouped into themes, and where there is an overlap in submitted questions on similar or related themes one response will be provided covering the specific issue. Responses will not be provided to questions which do not relate to the business of the General Meeting or that the Directors determine require the disclosure of confidential or commercially sensitive information or are already answered on the website or already addressed elsewhere, for example, in the annual report and accounts. The Company reserves the right to answer questions only from shareholders or those otherwise legally permitted to raise questions at the Company's General Meeting.
The Board believes that the resolutions to be proposed at the General Meeting are in the best interests of the Company and its shareholders as a whole and, accordingly, unanimously recommends that shareholders vote in favour of the resolutions to be proposed at the General Meeting, as all Directors holding shares intend to do in respect of their own beneficial holdings.
Yours sincerely
D.M. Sinclair C.E.O.
As shareholders will be aware, the Sinclair family concert party holds over 50% of the Company's issued share capital. For the purposes of the UKLRs, as the aggregate shareholding of the Sinclair family concert party is in excess of 30% of the Company's issued share capital, the Sinclair family concert party is treated as a controlling shareholder of the Company (as referred to in the Letter contained in this circular). As a result of this, where a circular is being sent to shareholders regarding the re-election/election of an independent director, the UKLRs require companies with a controlling shareholder to make certain disclosures about such director's relationships, independence, effectiveness and appointments. These are set out below in relation to Mr Powell and Ms Hartley.
Relationships, transactions and arrangements: Other than his letter of appointment as a Non-Executive Director of the Company, Mr Powell has confirmed that there are no existing or previous relationships, transactions or arrangements that he has or has had with the Company, its directors, the controlling shareholder or any associates of the controlling shareholder.
Independence: the independence of each of the directors is regularly considered by the Board and the Board is satisfied as to the independent character of Mr Powell and that no relationships or circumstances are likely to affect his judgement.
Effectiveness: as announced by the Company at the time of his appointment, Mr Powell is a chartered accountant and a former partner of KPMG. He was appointed as Chair of the Audit and Risk Committee after the Board had identified the need to add an independent non-executive director with relevant financial experience. He also brings considerable experience of operational and strategic roles, first within KPMG and then as a consultant, with clients ranging from startups to blue chip companies. Mr Powell has served on a number of ICAEW Committees, primarily in governance roles.
Given his long experience as a chartered accountant, the Board considers he brings extensive corporate governance and accounting practitioner skills to the Board, adding to its overall balance and effectiveness. Mr Powell currently serves as Non-Executive Chairman of the Board and Chair of the Audit and Risk Committee.
Selection: Mr Powell was appointed to the Board following a selection process which involved external recruitment consultants to identify candidates with the relevant financial experience who could meet the criteria referred to above and serve as Chair of the Audit and Risk Committee.
Relationships, transactions and arrangements: Other than her letter of appointment as a Non-Executive Director of the Company, Ms Hartley has confirmed that there are no existing or previous relationships, transactions or arrangements that she has or has had with the Company, its directors, the controlling shareholder or any associates of the controlling shareholder.
Independence: the independence of each of the directors is regularly considered by the Board and the Board is satisfied as to the independent character of Ms Hartley and that no relationships or circumstances are likely to affect her judgement.
Effectiveness: a member of the Royal Institution of Chartered Surveyors, Ms Hartley has over 25 years of experience in residential property investment, property and asset management and asset management across Estate, Block and Build to Rent (BTR) sectors. She has also established a strong track record in senior leadership, strategy, and operations. Her career includes a decade in Operations and Fund Management role at Grainger P.L.C. and she has served as the Head of Residential at The Howard de Walden Estate, JJL (Managing the Crown Estates Central London portfolio), Chief Operating Officer at Cortland Europe and Senior Director - Operations at Compass Rock International and in June 2025 was appointed Head of Property Asset Management at Wellcome Trust. Ms Hartley has a keen focus on governance, risk, and compliance, ensuring best practices are followed across all levels of operations. Her industry shaping roles include participating in the Government's Private Rented Sector (PRS) Taskforce, serving as the current Chair of the British Property Federation (BPF) Residential Management Committee, being a member of the BPF Living Sectors Board and the RICS UK & Ireland World Regional Board. Accordingly, the Board considers that Ms Hartley is an effective member of the Board and brings skills, knowledge and experience which adds to the overall balance and effectiveness of the Board.
Selection: Ms Hartley was appointed to the Board following a selection process which involved external recruitment consultants to identify potential candidates who could serve as independent non-executive directors.
(registered in England and Wales with no.328020)
NOTICE IS HEREBY GIVEN that a General Meeting of Mountview Estates P.L.C. (the Company) will be held at the offices of Norton Rose Fulbright LLP, 3 More London Riverside, London SE1 2AQ at 11.00 a.m. on 17 November 2025 for the purpose of considering and, if thought fit, passing the following resolutions which will be proposed as ordinary resolutions:
Company Secretary
Registered office: Mountview House, 151 High Street, Southgate, London N14 6EW
22 October 2025
Please, read the notes below carefully and in case of any questions please contact MUFG Corporate Markets in connection with the voting processes, or Mountview for any other matters. Their contact details are noted below.
Voting questions: For questions on the voting process either by hard copy or via the registrar's website please contact MUFG Corporate Markets, by emailing [email protected], or by calling them on 0371 664 0300 or, if calling from overseas, on +44 (0) 371 664 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. The registrar is open between 9.00 a.m. – 5.30 p.m. Monday to Friday excluding public holidays in England and Wales.
For all other matters please contact Mountview Estates P.L.C. on +44 (0)20 8920 5777 or by e-mail at reception@ mountviewplc.co.uk.


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