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SCHRODER REAL ESTATE INV. TST. LD

AGM Information Sep 6, 2011

5239_dva_2011-09-06_bc08d7f8-3f65-4c57-bffc-7e674fd55e3a.pdf

AGM Information

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INVISTA FOUNDATION PROPERTY TRUST LIMITED Guernsey Company Registration No: 41959 (the "Company")

CERTIFIED TRUE EXTRACT OF THE MINUTES OF THE SEVENTH ANNUAL GENERAL MEETING OF THE MEMBERS OF THE COMPANY HELD AT TRAFALGAR COURT, LES BANQUES, ST PETER PORT, GUERNSEY GY1 3QL, CHANNEL ISLANDS ON TUESDAY 6 SEPTEMBER 2011 AT 10.00AM.

IT WAS RESOLVED THAT, pursuant to Article 13.7 of the Company's SPECIAL RESOLUTION 1: Articles of Incorporation the Directors of the Company be and are hereby empowered to allot equity securities (as defined in the Company's Articles of Incorporation) of the Company for cash and to sell equity securities which are held by the Company in treasury for cash as if the pre-emption provisions contained under Article 13.2 of the Articles of Incorporation did not apply to any such allotments and sales provided that this power shall be limited to the allotment and sales of equity securities:

  • a) up to an amount of 35,592,128 ordinary shares, or such other number of ordinary shares being equal to 10% of the ordinary shares in issue on 6 September 2011;
  • b) at a price of not less than the net asset value per share as close as practicable to the allotment or sale; and
  • c) such power shall expire on the earlier of the Annual General Meeting of the Company in 2012 or on the expliry of 15 months from the passing of this Special Resolution, except that the Company may before such expiry make offers or agreements which would or might require equity securities to be allotted or sold after such expiry and notwithstanding such expiry the Directors may allot or sell equity securities in pursuance of such offers or agreements as if the power conferred hereby had not expired.

. . . . . . . . . . . . . . . . . . . .

For Northern Trust International Fund Administration Services (Guernsey) Limited As Secretary

6 September 2011 Date

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