AGM Information • Dec 11, 2025
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or the action you should take, you are recommended to seek immediately your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser (who in the United Kingdom should be authorised pursuant to the Financial Services and Markets Act 2000 (as amended)).
If you have sold or otherwise transferred all of your Shares in Starwood European Real Estate Finance Limited (the Company) please send this document and the accompanying Form of Proxy (if sent to you in hard copy) at once to the purchaser or transferee or to the stockbroker, bank or other person through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee. If you have sold any part of your holding of Shares in the Company, please contact your stockbroker, bank or other agent through whom the sale or transfer was effected immediately. However, such documents should not be distributed, forwarded or transmitted in or into the United States, Canada, Australia, South Africa or Japan or into any other jurisdiction if to do so would constitute a violation of applicable laws and regulations in such other jurisdiction.
The Proposal described in this Circular is conditional on the approval of Shareholders. This document should be read as a whole. Your attention is drawn to the letter from the Chairman of the Company, set out on pages 4 to 6 of this Circular, which contains the recommendation of the Directors that you vote in favour of the special resolution to be proposed at the Extraordinary General Meeting referred to below.
The definitions used in this document are set out on pages 7 to 8.
| STARWOOD EUROPEAN REAL ESTATE FINANCE LIMITED (a company incorporated in Guernsey under The Companies (Guernsey) Law, 2008, as amended, with registered no. 55836) Recommended proposal for adoption of new Articles of Incorporation TO EXTEND the financial year end to 28 February 2026 and Notice of Extraordinary General Meeting |
Notice of an Extraordinary General Meeting of the Company that is to be held at 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey GY1 2HL (or such other location in Guernsey as may be determined by the Directors and notified to Shareholders) at 9:30 a.m. on Wednesday, 31 December 2025 is set out at the end of this document. The Form of Proxy for use at the Extraordinary General Meeting accompanies this document and, to be valid, should be completed and returned in accordance with the instructions set out thereon as soon as possible but in any event so as to reach Computershare Investor Services (Guernsey) Limited, C/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, as soon as possible and in any event not later than 9:30 a.m. (London time) on 29 December 2025; or in the case of CREST members, by utilising the CREST electronic proxy appointment service (details of which are contained in this document) to Computershare, as soon as possible and in any event not later than 9:30 a.m. (London time) on 29 December 2025. Completion and return of the Form of Proxy will not preclude Shareholders from attending and voting in person at the Extraordinary General Meeting, should they so wish.
Your attention is drawn to the section entitled “Action to be taken” on page 6 of this document.
CONTENTS
NOTICE OF EXTRAORDINARY GENERAL MEETING 9
EXPECTED TIMETABLE
| Publication of this Circular | Thursday, 11 December 2025 |
| Latest time and date for receipt of the Form of Proxy or transmission of CREST Proxy Instructions for the EGM | 9:30 a.m. on Monday, 29 December 2025 |
| Extraordinary General Meeting | 9:30 a.m. on Wednesday, 31 December 2025 |
| Announcement of results of EGM | Wednesday, 31 December 2025 |
Each of the times and dates in the expected timetable may (where permitted by law) be extended or brought forward without further notice. If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notified to Shareholders by an announcement through a Regulatory Information Service. All references to times in this document are to London time.
LETTER FROM THE CHAIRMAN
Starwood European Real Estate Finance Limited
(a company incorporated in Guernsey under The Companies (Guernsey) Law, 2008, as amended, with registered no. 55836)
| Directors: John Whittle (Chairman) Charlotte Denton Shelagh Mason Gary Yardley | Registered Office: 1 Royal Plaza, Royal Avenue St Peter Port, Guernsey Channel Islands, GY1 2HL |
11 December 2025
Recommended proposal for adoption of New Articles of Incorporation to extend the financial year end to 28 February 2026
and
Notice of Extraordinary General Meeting
Dear Shareholder
The Board is deciding on the possible extension of the 2025 financial year end of Starwood European Real Estate Finance Limited (the Company) from 31 December 2025 to 28 February 2026 (the Year End Extension) in connection with the continuation of the orderly winding up of the Company. In connection with the proposed Year End Extension, the Board has requested a derogation from the Guernsey Financial Services Commission (the GFSC) from the requirement of the Company to produce audited accounts for the period of 1 January 2025 to the end of the current financial year and, in doing so, have provided notice of the intention to effect the Year End Extension (the GFSC Approval). Provided the Year End Extension is not extended by more than 14 months there will be no requirement under the Financial Conduct Authority’s rules to publish a second interim report within 3 months of 31 December 2025. In order to allow the Board to implement the Year End Extension, it will be necessary to amend the Company's articles of incorporation (the Articles) to provide discretion for the Board to determine that the Company's financial year may run for longer than 12 months and for the New Articles to be approved and adopted by Shareholders. Details of the proposed amendments to the Articles are set out below.
The Board is publishing this Circular to Shareholders to convene an Extraordinary General Meeting at which it will seek approval from Shareholders to adopt the New Articles in order to allow the Board to extend the financial year end of the Company, subject to receipt of the GFSC Approval (the Proposal). The adoption of the New Articles will be proposed as a Special Resolution. A final decision on extending the financial year end will be taken by the Board if the Proposal is approved.
This Circular sets out details of, and seeks your approval for, the Proposal and explains why the Board is recommending that you vote in favour of the Resolution to be proposed at the Extraordinary General Meeting to be held at 9:30 a.m. on Wednesday, 31 December 2025.
Notice of the EGM is set out at the end of this Circular.
The Board proposes to extend the financial year end from 31 December 2025 to 28 February 2026 in connection with the continuation of the orderly winding up of the Company. To implement the Year End Extension it will first be necessary to amend the definition of the term "financial year" in the Company’s existing Articles, which currently reads as follows:
"(a) firstly, the period beginning on the date on which the Company was incorporated and ending within eighteen months of that date; and
(b) thereafter, the period beginning on the day after its previous financial year ended and ending within twelve (12) months of that date;
as determined from time to time by the Board."
The proposed special resolution to approve the adoption of the New Articles is set out in the Notice of EGM at the end of this document.
The amendments to be adopted within the New Articles in the revised definition of "financial year" will be as follows (for the purposes of the below with deleted text shown as ~~stricken through~~ and new text shown in red):
"(a) firstly, the period beginning on the date on which the Company was incorporated and ending within eighteen months of that date; and
(b) thereafter, the period beginning on the day after its previous financial year ended and ending within ~~twelve (12)~~ eighteen (18) months of that date;
as determined from time to time by the Board."
The Board believes, having considered the benefit to the Shareholders, that the Proposal is in the best interests of the Company and its Shareholders as a whole. By effecting the Year End Extension, the Proposal will allow the Company to potentially save costs and expenses that would otherwise be spent on producing audited accounts for its 2025 financial year and consequently provide higher returns to Shareholders on the Company's liquidation (which is currently forecast for early 2026). For the avoidance of doubt, such cost savings will not be available if the liquidation has not commenced by 28 February 2026, but, in that event, the cost position is forecast to be neutral. During the extended accounting period, if the Board decide to extend the 2025 financial year, the Company will continue to publish its monthly net asset value and periodic factsheets in line with current established timelines. Subject to the approval of the Proposal, the Board will decide to extend the 2025 financial year end of the Company if such an extension is in the best interests of the Shareholders.
At the end of this Circular, you will find the Notice of EGM, convening an extraordinary general meeting of the Company which is to be held at 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey GY1 2HL (or such other location in Guernsey as may be determined by the Directors and notified to Shareholders) at 9:30 a.m. on Wednesday, 31 December 2025.
A summary of the action you should take is set out in the paragraph below and in the Form of Proxy that accompanies this Circular.
The Resolution seeks the approval of Shareholders for the adoption of the New Articles to permit the Directors to extend the financial year end from 31 December 2025 to 28 February 2026. It is proposed as a special resolution, and the passing of such Resolution will require a 75 per cent. majority of the votes cast in person or by proxy.
The full text of the Resolution to be proposed at the Extraordinary General Meeting is set out in the Notice of EGM at the end of this Circular. A draft of the proposed New Articles (showing the full terms of the changes proposed to be made) will be available for inspection on the National Storage Mechanism from the date of sending of this Circular and may be inspected at the registered office of the Company, 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey, Channel Islands, GY1 2HL, during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) from the date of this Circular up to and including the date of the Extraordinary General Meeting and at the place of the Extraordinary General Meeting for at least 15 minutes before and during the Extraordinary General Meeting.
If you are a Shareholder, you will find enclosed with this document a Form of Proxy for use at the Extraordinary General Meeting.
Whether or not you intend to be present at the EGM, please complete the Form of Proxy for use at the Extraordinary General Meeting in accordance with the instructions printed thereon and to return it to the Registrar at the address indicated on the front page of this document, as soon as possible, but in any event so as to arrive not later than forty-eight hours (excluding non-working days) before the time appointed for holding the Extraordinary General Meeting.
The completion and return of a Form of Proxy will not preclude you from attending the Extraordinary General Meeting and voting in person if you wish to do so.
The Board considers the Proposal to be in the best interests of the Company and Shareholders as a whole.
Accordingly, the Board recommends Shareholders vote in favour of the Resolution to adopt the New Articles, as they intend to do in respect of their own beneficial holdings which, as at 11 December 2025, being the latest practicable date prior to the publication of this Circular, amount in aggregate to 26,195 Shares, representing approximately 0.05 per cent. of the Company’s existing issued share capital.
Yours faithfully
John WhittleChairman
DEFINITIONS
The following definitions apply throughout this document, unless the context requires otherwise:
| Articles | the articles of incorporation of the Company |
| Board or Directors | the directors of the Company |
| Business Day | a day (excluding Saturdays and Sundays or public holidays in England and Wales) on which banks generally are open for business in London and Guernsey for the transaction of normal business |
| certificated or in certificated form | not in uncertificated form |
| Circular | this document |
| Companies Law | The Companies (Guernsey) Law, 2008 (as amended) |
| Company | Starwood European Real Estate Finance Limited |
| CREST | the facilities and procedures for the time being of the relevant system of which Euroclear has been approved as operator pursuant to the CREST Regulations |
| CREST Manual | the compendium of documents entitled the "CREST Manual" issued by Euroclear from time to time |
| CREST Proxy Instruction | a CREST message properly authenticated in accordance with Euroclear’s specifications and containing the information required for such instructions as described in the CREST Manual |
| CREST Regulations | The Uncertificated Securities (Guernsey) Regulations, 2009 (SI 2009 No. 48), as amended |
| Euroclear | Euroclear UK & International Limited, the operator of CREST |
| Extraordinary General Meeting or EGM | the extraordinary general meeting of the Company convened for 9:30 a.m. on Wednesday, 31 December 2025 at 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey GY1 2HL (or any adjournment thereof) |
| FCA or Financial Conduct Authority | the Financial Conduct Authority of the United Kingdom including any replacement or substitute therefor, and any regulatory body or person succeeding, in whole or in part, to the functions thereof |
| Form of Proxy | the form of proxy accompanying this document for use by Shareholders in relation to voting at the EGM |
| FSMA | the Financial Services and Markets Act 2000, as amended from time to time |
| Group | the Company, its subsidiaries and subsidiary undertakings |
| National Storage Mechanism | the system identified by the FCA on its website as the national storage mechanism for regulatory announcements and certain documents published by issuers |
| New Articles | the new articles of incorporation of the Company proposed to be adopted by the passing of Resolution set out in the Notice of EGM at the end of this Circular |
| Notice of EGM | the notice of the Extraordinary General Meeting set out at the end of this document |
| Proposal | as defined in paragraphs 1 and 2 of the Letter from the Chairman in this Circular |
| Register | the register of members of the Company |
| Registrar | Computershare Investor Services (Guernsey) Limited |
| Regulatory Information Service | a primary information provider approved by the FCA under section 89P of FSMA |
| Resolution | the resolution relating to the Proposal and set out in the Notice of EGM at the end of this Circular |
| Shares | ordinary shares of no-par value in the share capital of the Company |
| Shareholders | the holders of the Shares |
| Starwood Capital Group or Starwood | Starwood Capital Group Management, LLC, its affiliates and any other Starwood Capital Group entities (including any predecessor entities) principally controlled by Mr Barry Sternlicht and Starwood Capital Group Management, LLC |
| UK | the United Kingdom of Great Britain and Northern Ireland |
| uncertificated or in uncertificated form | recorded in the Register as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST |
NOTICE OF EXTRAORDINARY GENERAL MEETING
Starwood European Real Estate Finance Limited
(a company incorporated in Guernsey under The Companies (Guernsey) Law, 2008, as amended, with registered no. 55836)
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the Extraordinary General Meeting or EGM) of Starwood European Real Estate Finance Limited (the Company) will be held at 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey GY1 2HL (or such other location in Guernsey as may be determined by the Directors and notified to Shareholders) at 9:30 a.m. on Wednesday, 31 December 2025 for the purpose of considering and, if thought fit, passing the following resolution as a special resolution:
SPECIAL RESOLUTION
THAT the New Articles be and are hereby adopted in accordance with section 42 of the Companies Law (to the exclusion of, and in substitution for, the existing articles of incorporation of the Company) as the articles of incorporation of the Company in the form as may be inspected on the National Storage Mechanism from the date of sending of the Circular and at the registered office of the Company during usual business hours on any weekday from the date of the Circular up to and including the date of the Extraordinary General Meeting and at the place of the Extraordinary General Meeting for at least 15 minutes before and during the EGM.
For the purpose of the above Resolution, capitalised terms shall have the same meanings set out in the Circular.
| By Order of the Board, Apex Fund and Corporate Services (Guernsey) Limited Company Secretary | Registered office: 1 Royal Plaza, Royal Avenue St Peter Port, Guernsey Channel Islands, GY1 2HL |
11 December 2025
Notes:
These notes should be read in conjunction with the notes on the reverse of the proxy form.
1 A Shareholder entitled to attend and vote at the meeting may appoint a proxy to attend, speak and vote instead of him/her. A proxy need not be a shareholder of the Company. A shareholder may appoint more than one proxy in relation to the meeting provided that such proxy is appointed to exercise the rights attached to a different share or shares held by the shareholder.
A form of proxy is included for use by Shareholders to complete, sign and return. Completion and return of the form(s) of proxy will not prevent a Shareholder from subsequently attending the meeting (or any adjournments) and voting in person if he/she so wishes.
To appoint more than one proxy to vote in relation to different shares within your holding you may photocopy the form. Please indicate the proxy holder’s name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of Shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. All forms must be signed.
Forms of proxy, duly completed together with any power of attorney or other authority (if any) under which it/they is/are signed, or a notarial certified copy of such power or authority, must be lodged with Computershare Investor Services (Guernsey) Limited, C/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, not less than 48 hours before the time fixed for the meeting or any adjournment thereof, or in the case of a poll taken more than 48 hours after it was demanded, 24 hours before the time appointed for the taking of the poll.
No shareholder will be entitled to be present or vote at the meeting (or any adjournment) either personally or by proxy unless their name appears on the register of members of the Company as at 9:30 a.m. on Monday, 29 December 2025. Changes to the entries on the register of members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting (or any adjournments). This record time is being set for voting at the meeting (and any adjournments) because the procedures for updating the register of members in respect of Shares held in uncertificated form require a record time to be set for the purpose of determining entitlements to attend and vote at the meeting.
6 CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) of the meeting by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear’s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Company’s agent (ID 3RA50) by the latest time(s) for receipt of proxy appointments specified above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
A copy of the notice of this meeting, including these explanatory notes, is available on the Company’s website: www.starwoodeuropeanfinance.com.
As at close of business on 11 December 2025 (being the latest practicable date prior to publication of this document), the Company’s issued share capital comprised 54,215,697 Shares of no par value, of which no Shares were held in treasury. The total voting rights as at close of business on 11 December 2025 was 54,215,697. Each Share carries the right to one vote at a general meeting of the Company.
Your personal data includes all data provided by you, or on your behalf, which relates to you as a shareholder, including your name and contact details, the votes you cast and your Shareholder Reference Number (attributed to you by the Company). The Company determines the purposes for which and the manner in which your personal data is to be processed. The Company and any third party to which it discloses the data (including the Company’s registrar) may process your personal data for the purposes of compiling and updating the Company’s records, fulfilling its legal obligations and processing the shareholder rights you exercise. A copy of the Company’s privacy policy can be found online at https://starwoodeuropeanfinance.com/media/1216/privacy-notice-starwood-european-real-estate-finance-limited.pdf.
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