NEWRIVER REIT PLC

Proxy Solicitation & Information Statement • Jun 16, 2017

General Meeting of NewRiver REIT plc (the 'Company')

to be held on 4 July 2017 at 10.00 a.m., at the offices of Eversheds Sutherland (International) LLP, One Wood Street, London EC2V 7WS.

As a shareholder of the Company you have the right to attend, speak at and vote at the General Meeting (the "Meeting"). If you cannot, or do not want to, attend the Meeting, but still want to vote, you can appoint someone to attend the Meeting and vote on your behalf. That person is known as a "proxy".

You can use this Form of Proxy to appoint the Chairman of the Meeting, or someone else, as your proxy. Your proxy does not need to be a shareholder of the Company.	BARCODE:
I/We (name in full)	(in BLOCK CAPITALS)	INVESTOR CODE:
of (registered address)	(in BLOCK CAPITALS)	EVENT CODE:

holding (insert number of Ordinary Shares)

being (a) shareholder(s) of the Company entitled to attend and vote at meetings, hereby appoint the Chairman of the Meeting or

(see Note 1) as my/our proxy to attend and, on a poll, to vote for me/us on my/our behalf at the General Meeting of the Company to be held on 4 July 2017, and at any adjournment thereof.

Resolutions

	For	Against	At discretion	Vote Withheld
Please indicate with an "X" in the appropriate box how your vote is to be cast (see Note 4).
1. That the Directors be authorised pursuant to section 551 of the Act to allot the New Ordinary Shares in connection with the Capital Raising.
2. That the related party transaction with Invesco Limited be approved for the purposes of Chapter 11 of the Listing Rules.
3. That the Directors be authorised pursuant to section 570 of the Act to allot the New Ordinary Shares in connection with the Capital Raising as if section 561 of the Act did not apply.

Signature(s) Date 2017 (See Note 6) See Notes overleaf

Please fold this proxy card and return it in the prepaid envelope provided.

Notes to the Form of Proxy

• 1. If you wish to appoint as a proxy a person other than the Chairman of the Meeting (who need not be a shareholder), please delete the words "the Chairman of the Meeting" and insert the name of the other person. All alterations made to this Form of Proxy must be initialled by the signatory.
• 1. The completion and return of this Form of Proxy will not prevent you from attending in person, speaking and voting at the General Meeting should you subsequently decide to do so.
• 1. A shareholder may appoint more than one proxy to attend provided that each proxy is appointed to exercise rights attached to a different share or shares held by him. When two or more valid but differing instruments of proxy are delivered in respect of the same share for use at the same meeting and in respect of the same matter, the one which is lastly delivered (regardless of its date or of the date of its execution) shall be treated as replacing and revoking the other or others as regards that share. If the Company is unable to determine which instrument was lastly delivered, none of them shall be treated as valid in respect of that share.
• 1. If you wish your proxy to cast all of your votes for or against a resolution you should insert an 'X' in the appropriate box. If you wish your proxy to cast only certain votes for and certain votes against, insert the relevant number of shares in the appropriate box. In the absence of instructions, your proxy may vote or abstain from voting as he or she thinks fit on the specified resolutions and, unless instructed otherwise, may also vote or abstain from voting as he or she thinks fit on any other business (including on a motion to amend a resolution, to propose a new resolution or to adjourn the General Meeting) which may properly come before the General Meeting.
• 1. The "Vote Withheld" option is provided to enable you to instruct your proxy to abstain from voting on a particular resolution. A "Vote Withheld" is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' or 'Against' a resolution. The 'At Discretion' option is provided to enable you to give discretion to your proxy to vote or abstain from voting on a particular resolution as he or she thinks fit.
• 1. This Form of Proxy must be signed by the shareholder or his/her attorney. Where the shareholder is a corporation, the signature must be under seal or signed by a duly authorised representative. In the case of joint shareholders, any one shareholder may sign this Form of Proxy. The vote of the senior joint shareholder (whether in person or by proxy) will be taken to the exclusion of all others, seniority being determined by the order in which the names stand in the register of members in respect of the joint shareholding.
• 1. To be valid, this Form of Proxy (together with any power of attorney or other authority under which it is signed or a notarially certified copy thereof) must be deposited at the offices of Capita Asset Services, PXS 1, 34 Beckenham Road, Beckenham BR3 4ZF as soon as possible but, in any event, so as to arrive no later than 10.00 a.m. on 2 July 2017. Alternatively, if you are a user of the CREST system see Note 13 to the Notice of General Meeting.
• 1. Alternatively, members may submit their votes electronically via the Company's registrar's website, www.capitashareportal.com.
• 1. CREST members should refer to Note 13 to the Notice of General Meeting for information on the submission of a proxy appointed through CREST.
• 1. Shareholders should refer to the Notes to the Notice of General Meeting before completing this Form of Proxy.