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PRS REIT (THE) PLC

Transaction in Own Shares Dec 11, 2025

5337_agm-r_2025-12-11_1eb66d22-9544-411e-9f8b-8efb410700b1.pdf

Transaction in Own Shares

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Company Number: 10638461

THE COMPANIES ACT 2006

SPECIAL BUSINESS

of

THE PRS REIT PLC

(the "Company")

(Passed on 27 November 2025)

At the General Meeting of the Company, duly convened and held at 11.00am on Thursday, 27 November 2025 at the offices of Dentons UK and Middle East LLP, One Fleet Place, London, EC4M 7RA, the following resolution was passed as Special Business. The resolution was passed by the Company as a special resolution.

Unless defined otherwise, capitalised terms shall have the meanings given to such terms in the Company's circular dated 3 November 2025.

Special Resolution

THAT the proposed sale by the Company of the entire issued share capital of The PRS REIT Holdings Company Limited, being the entity that holds the entirety of the Company's property portfolio, on and subject to the terms and conditions of the Sale Agreement between the Company and UK Housing Platform Bidco Limited entered into on 3 November 2025 (as defined and described in the circular sent to shareholders of the Company dated 3 November 2025 (the Circular) (the Sale) and which, as described in the Circular, be and is hereby approved and the board of directors of the Company (the Board) (or a duly authorised committee of the Board) be authorised:

  • (a) to take all steps as the Board considers to be necessary or desirable in connection with, and to implement, the Sale; and
  • (b) to agree such modifications, variations, revisions, waivers, extensions or amendments to any of the terms and conditions of the Sale and the associated and ancillary agreements and documents contemplated by the Sale and/or described in the Circular (provided such modifications, variations, revisions, waivers, extensions or amendments are not of a material nature), as they may in their absolute discretion think fit.

……………………………… Geeta Nanda, Chairwoman

Date: December 1, 2025

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