RESIDENTIAL SECURE INCOME PLC

AGM Information • Dec 13, 2017

Company Number: 10683026

THE COMPANIES ACT 2006

SPECIAL BUSINESS

of

RESIDENTIAL SECURE INCOME PLC

(the "Company")

(Passed on 13 December 2017)

At the Annual General Meeting of the Company, duly convened and held on Wednesday 13 December 2017 at 4pm, the following resolutions were passed as Special Business. Resolution 7 was passed as an Ordinary Resolution and resolutions 8 to 10 were passed as Special Resolutions.

Ordinary Resolution

$\overline{7}$ . IT WAS RESOLVED THAT the Directors be generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company up to an aggregate nominal amount of £600,711 and so that the Directors of the Company may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements or securities represented by depositary receipts, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or the requirement of any regulatory body or stock exchange or any other matter. This authority shall expire at the end of the next Annual General Meeting of the Company or, if earlier, 15 months after the date of this resolution, save that under each authority the Company may, before such expiry, make any offers or agreements which would or might require shares to be allotted or rights granted to subscribe for or convert any security into shares after such expiry and the Directors may allot shares or grant such rights to subscribe for, or to convert any security into, shares (as the case maybe) in pursuance of any such offers or agreements as if the relevant authority conferred by this resolution had not expired.

Special Resolutions

• 1. IT WAS RESOLVED THAT subject to the passing of Resolution 7 above, the Directors be generally and unconditionally authorised for the purposes of section 570 and section 573 of the Companies Act 2006 (the "Act") to allot equity securities (within the meaning of section 560 of the Act) for cash either pursuant to the authority conferred by resolution 7 or by way of a sale of treasury shares as if section 561 of the Act did not apply to any such allotment, provided that this authority:

• shall be limited to the allotment of equity securities in connection with $a)$ an offer of equity securities to:

• i. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holding; and

• ii. to holders of other equity securities, as required by the rights of those securities or as the Directors otherwise consider necessary,

and so that the Directors of the Company may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements or securities represented by depositary receipts, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or the requirement of any regulatory body or stock exchange or any other matter; and

• shall be limited to the allotment (otherwise than pursuant to paragraph $b)$ (a) of this Resolution 8, up to an aggregate nominal amount of £360,427, and shall (unless previously renewed, varied or revoked by the Company in general meeting) expire at the conclusion of the next Annual General Meeting of the Company following the passing of this resolution or on the date 15 months after the date of this Annual General Meeting, whichever is earlier, save that the Company may before the expiry of this authority make any offers or enter into any agreements which would or might require equity securities to be allotted, (and treasury shares sold), after such expiry and the Directors may allot equity securities (and sell treasury shares) in pursuance of any such offers or agreements as if the authority conferred by this resolution had not expired.
• 1. IT WAS RESOLVED THAT the Company be generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 (the "Act") to make market purchases (as defined in section 693(4) of the Act) of Ordinary Shares of £0.01 each in the capital of the Company ("Ordinary Shares") in such manner and on such terms as the Directors of the Company may from time to time determine, and where such shares are held as treasury shares, the Company may use them for the purposes set out in sections 727 or 729 of the Act, including for the purpose of its employee share schemes, provided that:
• the maximum number of Ordinary Shares which may be purchased is $(a)$ 27,013,972 Ordinary Shares;
• the minimum purchase price (exclusive of expenses) which may be $(b)$ paid for any Ordinary Share is £0.01;

• $(c)$ the maximum purchase price (exclusive of expenses) which may be paid for any Ordinary Share shall not be more than the higher of:

  • an amount equal to 105 per cent of the average middle market $(1)$ quotations for an Ordinary Share (as derived from the London Stock Exchange Daily Official List) for the five business days immediately preceding the date on which that Ordinary Share is be purchased; and

• $(II)$ an amount equal to the higher of the price of the last independent trade of the Ordinary Share and the highest current independent bid on the trading venues where the purchase is carried out:

• $(d)$ the authority herby conferred shall (unless previously revoked, renewed or varied by the Company in General Meeting) expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or 15 months after the date of this Annual General Meeting, whichever is earlier, after passing of this resolution; and
• the Company may at any time prior to the expiry of such authority enter $(e)$ into a contract or contracts under which a purchase of Ordinary Shares under such authority will or may be completed or executed wholly or partly after the expiration of such authority and the Company may purchase Ordinary Shares in pursuance of any contract or contracts as if the authority conferred hereby had not expired.
• $10.$ IT WAS RESOLVED THAT a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.

Baroness Dean-of Thornton Le Fylde Chairman

13 December 2017

$\sim 10^{11}$ km s $^{-1}$