THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you should consult your independent financial adviser authorised under the Financial Services and Markets Act 2000 immediately.

If you have sold or otherwise transferred all of your Ordinary and Sigma Shares in TR Property Investment Trust plc (the ''Company'') please forward this document and the accompanying documents to the purchaser or transferee or the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee.

This document does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy, nor shall there be any sale of, any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful or would impose any unfulfilled registration, publication or approval requirements on the Company or Cenkos Securities plc.

The Ordinary and Sigma Shares have not been and will not be registered under the U.S. Securities Act 1933, as amended, and may not be offered or sold in the United States or to or for the account or benefit of US Persons (as defined in Regulation S of the U.S. Securities Act). The Company will not be registered under the U.S. Investment Company Act of 1940, as amended, and investors will not be entitled to the benefits of that Act.

This document relating to TR Property Investment Trust plc comprises a circular prepared in accordance with the Listing Rules.

TR PROPERTY INVESTMENT TRUST PLC

(incorporated in England and Wales under the Companies Acts, 1862 to 1900, Registered No. 84492 and registered as an investment company under section 266 of the Companies Act 1985)

Proposed amendment to the Articles of Association and conversion of Sigma Shares into Ordinary Shares and related Notice of a General Meeting and Notices of Class Meetings

Shareholder Circular

Notices of a General Meeting of the Company to be held on 14 December 2012 at 10.30 a.m., the Ordinary Shareholders' Meeting immediately following the General Meeting and the Sigma Shareholders' Meeting immediately following the Ordinary Shareholders' Meeting at F&C Asset Management plc, Exchange House, Primrose Street, London EC2A 2NY are set out at the end of this document. Forms of Proxy are enclosed for Shareholders. To be valid, each Form of Proxy must be completed and retuned in accordance with the instructions printed thereon so as to be received by Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol, BS99 6ZY as soon as possible but in any event so as to be received not later than 10.30 a.m. on 12 December 2012. Shareholders who complete and return a Form of Proxy will not be precluded from attending and voting in person at the General Meeting, the Ordinary Shareholders' Meeting and/or the Sigma Shareholders' Meeting (as applicable) should they wish to.

Persons who hold Shares through the ATS Share Plans should complete and return their Form of Direction. To be valid, the Form of Direction should be completed and returned in accordance with the instructions printed thereon so as to be received by Alliance Trust Savings Nominees Limited, Asset Services (Shareholder Enfranchisement), PO Box 164, 8 West Marketgait, Dundee DD1 9YP as soon as possible but in any event so as to be received no later than 10.30 a.m. on 10 December. Persons who hold Shares through share plans other than through the ATS Share Plans should contact their share plan provider about their ability to vote at the General Meeting and the Ordinary Shareholders' Meeting and the Sigma Shareholders' Meeting (as appropriate).

The appendices form part of this document. The whole text of this document should be read. Your attention is drawn in particular to the section headed ''Action to be taken'' on page 4 of this document.

22 November 2012

Your vote is important to the Company

Please ensure you make your vote count by attending the relevant meetings or returning the relevant Proxy Forms or Forms of Direction as soon as possible

Please see page 4 and the relevant forms for more information

EXPECTED TIMETABLE

	2012
Latest Practicable Date	16 November 2012
Record date for interim dividend on Ordinary Shares and Sigma Shares	Close of business on 7 December
Latest time and date for receipt of Forms of Direction	10.30 a.m. on 10 December
Latest time and date for receipt of Forms of Proxy for the General Meeting	10.30 a.m. on 12 December
Latest time and date for receipt of Forms of Proxy for the Ordinary Shareholders' Meeting	10.30 a.m. on 12 December
Latest time and date for receipt of Forms of Proxy for the Sigma Shareholders' Meeting	10.30 a.m. on 12 December
Calculation Date	Close of business on 12 December
General Meeting	10.30 a.m. on 14 December
Class meeting of the Ordinary Shareholders	Following the General Meeting on 14 December
Class meeting of the Sigma Shareholders	Following the Ordinary Shareholders' Meeting on 14 December
Announcement of results of the General Meeting and the class meetings and the Conversion Ratio	14 December
Record date for Conversion on which Company's register of members closes	Close of business on 14 December
Dealings in Sigma Shares suspended	7.30 a.m. on 17 December
New Ordinary Shares in uncertificated form credited to the CREST accounts of Sigma Shareholders	8 a.m. on 17 December
Dealings commence in the new Ordinary Shares	8 a.m. on 17 December
Share certificates despatched in respect of the new Ordinary Shares in certificated form	Week commencing 17 December
Cancellation of listing of Sigma Shares	8 a.m. on 18 January 2013

	Page
EXPECTED TIMETABLE	2
ACTION TO BE TAKEN	4
PART I LETTER FROM THE CHAIRMAN	5
PART II FURTHER DETAILS OF THE CONVERSION .	15
DEFINITIONS	19
Appendix 1	23
Appendix 2	25
Appendix 3	29
Appendix 4	32
Notice of General Meeting	34
Notice of class meeting of Ordinary Shareholders	37
Notice of class meeting of Sigma Shareholders	39

ACTION TO BE TAKEN

Action to be taken by all Shareholders and ATS Share Plan holders in order to vote on the proposed Articles Amendment and the Conversion:

The quorum for the class meetings of the Ordinary Shareholders and Sigma Shareholders requires one third of the shares of each class to be represented in person or by proxy at the meetings. If a quorum is not present, the relevant meeting(s) may be adjourned, the Conversion may be delayed or not implemented at all, or the Company may incur additional costs.

You are therefore requested to return your Form of Proxy or Form of Direction as soon as possible in accordance with the instructions set out on the forms even if you do not wish to vote in favour of the Resolutions.

PART I

LETTER FROM THE CHAIRMAN TR PROPERTY INVESTMENT TRUST PLC

(incorporated in England and Wales under the Companies Acts, 1862 to 1900, Registered No. 84492 and registered as an investment company under section 833 of the Companies Act 2006)

Directors Registered office: Peter Salsbury (Chairman) 3rd Floor Caroline Burton 11-12 Hanover Street Simon Marrison London Hugh Seaborn W1S 1YQ Paul Spencer CBE David Watson

22 November 2012

To all holders of Ordinary Shares, Sigma Shares and Plan Participants

Dear Shareholder/Plan Participant

Introduction

The Board announced on 26 September 2012 that, subject to tax, regulatory and shareholder approval, it intended to propose a conversion of all of the Sigma Shares into Ordinary Shares and a merger of the underlying portfolios.

The tax and regulatory approvals have now been obtained and accordingly I am writing to provide you with details of the proposed Conversion and to explain why the Directors are recommending that you vote in favour of the Resolutions to be proposed at the General Meeting of the Company and at the Ordinary Shareholders' Meeting and at the Sigma Shareholders' Meeting, each to be held on 14 December 2012. Shareholder approval of the Resolutions is required by the Company's Articles of Association and the Companies Act to authorise the implementation of the Conversion.

The Company was formed in 1905 and has been a dedicated property investor through the Ordinary Share class since 1982, investing in shares of property companies of all sizes on an international basis, but predominantly in Europe and also in investment property located in the UK. Its objective is to maximise Shareholders' total returns via investment in the property sector.

In July 2007, the Company created a new class of shares, the Sigma Share class, to offer investors the choice of investment exposure focussed predominantly on smaller pan-European property companies (with market capitalisations at the time of less than £1 billion). At the time, Ordinary Shareholders were given the opportunity to elect for a one-off conversion of up to 20 per cent. of their holding of Ordinary Shares into Sigma Shares and a placing was carried out which offered investors the opportunity to subscribe for Sigma Shares. Accordingly, on 25 July 2007, the Company issued 131,795,747 Sigma Shares.

The Ordinary Share class continues to invest in the shares of property companies of all sizes and also in direct property in the UK. The Sigma Share class invests in the shares of smaller property companies.

Background to the Proposal

In the period since the Sigma Share class was created we have witnessed one of the most challenging periods in the history of the financial markets. Global markets across most asset classes, including property, have undergone severe shocks through what began as a banking crisis and a 'credit crunch' starting in late 2007 and has now evolved into a sovereign debt crisis. These events have created periods of extreme volatility, macroeconomic uncertainty and abnormal market conditions for most market participants, including your Company.

The Board is aware that limited liquidity in equity markets, which have been a feature of the macroeconomic events noted above, has focussed investor attention on liquidity risk, volatility and the ability readily to trade listed securities in their investment portfolios. This is reflected in the differing discounts to NAV at which the Company's Shares have typically traded.

In the period from the Sigma Admission to the Latest Practicable Date, the average discount to NAV at which the Sigma Shares have traded was 23.4 per cent., as compared with 13.3 per cent. for the Ordinary Shares over the same period. As at 25 September 2012, being the date immediately preceding the announcement of the proposed Conversion, the Sigma Shares traded at a discount to their NAV of 26.9 per cent. as compared with 13.9 per cent. for the Ordinary Shares. As a result of the disparity at which the Ordinary Shares and Sigma Shares have historically traded, the Board commissioned a strategic review of the structure of both Share classes in July 2012. The purpose of the review was to take account of Shareholders' interests in light of the wider industry trends and investors' views as well as management performance. The Board believes that this disparity between the discount at which the Sigma Shares and Ordinary Shares have traded is largely due to the smaller size and relative lack of liquidity of the Sigma Share class and its greater exposure to smaller property companies which may themselves be less readily tradeable than comparative large capitalisation companies.

In addition to the increased focus by investors on the market liquidity of their investments in listed investment companies, wider industry trends have seen ongoing consolidation in the private client wealth management sector which the Board believes will place greater importance on the liquidity and, by extension, the market capitalisation of the listed investment companies in which wealth managers will invest their client monies. In particular, the Board has been advised that such investors typically will no longer consider investments in listed investment companies with market capitalisations below a threshold figure of £100 million. The Board believes that this threshold figure is likely to continue to increase and that listed investment companies with larger market capitalisations will have access to the widest range of potential investors. As a result, the Board believes that the increase in the market capitalisation of the Ordinary Share class that will occur if the Conversion proceeds will be of benefit to Shareholders.

Consequently, following the strategic review, the Board is proposing a conversion of the entire share capital of the Sigma Shares into Ordinary Shares and a merger of the two portfolios. The proposed conversion will result in a single, larger Ordinary Share class which retains the objective of maximising Shareholders' total returns by investing in property shares and investment property on an international basis. The physical property investments will continue to be located in the UK only.

Shareholders should note that there is a significant overlap of investments in the two portfolios, with approximately 86.2 per cent. of investments (by value) held in the Sigma Share portfolio already held in the Ordinary Share portfolio as at the Latest Practicable Date.

Proposal

The Board intends, subject to obtaining Shareholder approval for the Articles Amendment and the Conversion and subject to any unforeseen consequences, to convert all the existing Sigma Shares into Ordinary Shares and to merge the two portfolios.

The Sigma Shares held by each Sigma Shareholder as at the Record Date will be converted into Ordinary Shares which will rank pari passu (as regards dividends and voting rights and in all other respects) with and have exactly the same rights as the existing Ordinary Shares, as set out in the New Articles which will be adopted upon implementation of the Conversion. The number of Ordinary Shares that each Sigma Shareholder will receive for its holding of Sigma Shares will be determined by the Conversion Ratio which is derived from the Conversion NAVs of the Ordinary Pool and the Sigma Pool as at the Calculation Date. Entitlements to Ordinary Shares will be rounded down to the nearest whole number. The Board shall deal with any fractional entitlements to Ordinary Shares as it thinks fit, including aggregating any Ordinary Shares representing such fractional entitlements and selling them in the market or repurchasing and cancelling them. In either case, the Company will retain the proceeds of sale for its own benefit.

The Conversion NAV of the Sigma Pool will be calculated by applying a conversion charge of two per cent. to the NAV attributable to the Sigma Pool as at the Calculation Date after deduction of costs. The costs of the Conversion are expected to be approximately £620,000 (inclusive of VAT) which represents approximately 0.5% of the NAV of the Sigma Pool as at the Latest Practicable Date.

The Conversion NAV of the Ordinary Pool will be 100 per cent. of the NAV attributable to the Ordinary Pool as at the Calculation Date.

The payment of the interim dividend will be reflected in the Conversion NAVs of the Ordinary Pool and the Sigma Pool for the purposes of calculating the Conversion Ratio.

The Conversion is conditional upon (i) approval by the Shareholders of the special resolution to be proposed at the General Meeting (or any adjournment thereof); (ii) approval by the Ordinary Shareholders of the special resolution to be proposed at the Ordinary Shareholders' Meeting (or any adjournment thereof); (iii) approval by the Sigma Shareholders of the special resolution to be proposed at the Sigma Shareholders' Meeting (or any adjournment thereof); and (iv) Admission. The Board reserves the right to postpone the Conversion to a later date or not to proceed with the Conversion should it determine, prior to the Conversion taking place, that circumstances have arisen which mean it would not be in Shareholders' interests to proceed with the Conversion at all, or on the terms proposed, including, but not limited to, circumstances in which the NAV attributable to one or both of the Share classes is materially affected or where the Conversion would, in the opinion of the Board, materially benefit holders of one Share class to the detriment of the other Share class.

In the event that any of the General Meeting, the Ordinary Shareholders' Meeting or the Sigma Shareholders' Meeting needs to be adjourned and re-convened, the Board currently intends that any re-convened meeting would take place on 27 December 2012, in which case the Board would expect to defer the Calculation Date to 20 December 2012 and the Record Date to 27 December 2012. An announcement would be made of any change to the Calculation Date and/or the Record Date.

Further details of the Conversion are provided in Part II of this document.

Benefits of the Conversion

The Board believes that the Conversion will have benefits for existing holders of Ordinary Shares, as well as the holders of Sigma Shares.

Benefits for all Shareholders

The Board believes that the Company may be more readily marketable with one class of share than with two classes of shares and that the move to a single, larger share class may:
(i) serve to improve liquidity for all Shareholders; and
(ii) make the Company's Shares more accessible to a wider range of potential investors.
The simplification of the Company's capital structure and increased size of the Ordinary Share class will result in a modest reduction to the ongoing costs of the Company.

Benefits for Ordinary Shareholders

The Ordinary Share class will increase in size as a consequence of the Conversion. Had the Conversion been implemented on the Latest Practicable Date, the asset value of the Ordinary Share class would have increased by approximately £121.0 million to approximately £609.1 million which the Board believes should enhance the market liquidity of the Company's Ordinary Shares.
The Conversion will result in certain investors who currently only hold Sigma Shares becoming Ordinary Shareholders. This will broaden the register of Ordinary Shareholders which the Board believes should further improve the market liquidity of the Ordinary Shares.
Existing Ordinary Shareholders will benefit from a modest NAV enhancement as a conversion charge of two per cent. will be applied in calculating the Conversion NAV of the Sigma Pool. The Board estimates that, had the Conversion been implemented on the Latest Practicable Date, the NAV enhancement would have been 0.8 pence per Ordinary Share. The costs of implementing the Conversion will be deducted from the Sigma Pool as part of the calculation of the Conversion Ratio and accordingly will have no impact on the Conversion NAV of the Ordinary Pool.

Benefits for Sigma Shareholders

• Sigma Shareholders will gain exposure to the Ordinary Share class, a large, liquid and less volatile (on a total return NAV basis) portfolio of property shares and investment property which has outperformed the Ordinary Benchmark over the 1, 3, 5 and 10 year periods ended on the Latest Practicable Date.

Sigma Shareholders should benefit from improved liquidity of their shareholdings through their holding in Ordinary Shares following the implementation of the Conversion.
Sigma Shareholders should benefit from a reduction in the discount at which their shares trade as, in place of their Sigma Shares, they will receive Ordinary Shares which have historically traded at a lower discount to NAV than Sigma Shares. As at 25 September 2012, being the date immediately preceding the announcement of the proposed Conversion, the discount at which the Company's Shares traded to their NAV was 26.9 per cent. for the Sigma Shares and 13.9 per cent. for the Ordinary Shares. The average discount to NAV at which the Sigma Shares have traded in the period from the Sigma Admission to the Latest Practicable Date was 23.4 per cent. compared with 13.3 per cent. for the Ordinary Shares over the same period.
Sigma Shareholders will be able to continue their investment in the Company under the management of Marcus Phayre-Mudge, who has acted as lead manager of the Ordinary Pool since March 2011. Marcus Phayre-Mudge also acted as lead manager of the Sigma Pool from the Sigma Admission until March 2011 and became lead manager again in September 2012 and is therefore familiar with both sets of portfolios.
The conversion of the Sigma Shares of UK resident Sigma Shareholders to Ordinary Shares can be done (under current law) in a tax efficient manner without triggering a disposal for UK capital gains tax purposes, and no stamp duty or stamp duty reserve tax will be payable on such conversion. A guide to the general taxation position of UK resident Sigma Shareholders as at the date of this document is set out on page 13 of this document.

Payment of the upcoming interim dividend

The Board intends to pay an interim dividend of 2.65 pence per Ordinary Share and 1.05 pence per Sigma Share to be paid on 8 January 2013 to Ordinary Shareholders and Sigma Shareholders (as the case may be) on the register as at 7 December 2012. The Ordinary Shares and the Sigma Shares will go ex-dividend on 5 December 2012. The payment of the interim dividend will be reflected in the Conversion NAVs of the Ordinary Pool and the Sigma Pool for the purposes of calculating the Conversion Ratio.

There will be no material dilution of current period income for either the Ordinary Share class or the Sigma Share class as a result of the implementation of the Conversion. Sigma Shareholders, who will become Ordinary Shareholders following the Conversion, will be entitled to any final dividend paid in respect of the Ordinary Share class.

Illustrative financial effects of the Conversion

The Conversion NAV of the Sigma Pool will be calculated by applying a conversion charge of two per cent. to the NAV of the Sigma Pool as at the Calculation Date after deduction of costs. The Conversion NAV of the Ordinary Pool will be 100 per cent. of the NAV of the Ordinary Pool as at the Calculation Date.

The illustrative Conversion NAV of the Ordinary Pool and Conversion NAV of the Sigma Pool are set out below and represent the respective NAVs adjusted on the basis of the following assumptions:

the Conversion is implemented and the Company pays an interim dividend of 2.65 pence per Ordinary Share and 1.05 pence per Sigma Share prior to the implementation of the Conversion; and
the Company's total costs in implementing the Conversion are estimated to be approximately £620,000 (inclusive of VAT) and such costs will be deducted from the Sigma Pool as part of the calculation of the Conversion Ratio.

Had the Conversion been implemented on the Latest Practicable Date, and based on the assumptions above, the Conversion NAV per Ordinary Share would have been 187.85 pence, and the Conversion NAV per Sigma Share would have been 94.62 pence.

Based on the above, for every 100 Sigma Shares held by a Sigma Shareholder, such Sigma Shareholder would have received 50 Ordinary Shares, rounded down to the nearest whole number.

Taking into account the two per cent. discount applied to the NAV of the Sigma Pool after deduction of costs, the Ordinary Shareholders would benefit from a modest uplift to their NAV per Ordinary Share which, based on the above, would be approximately 0.8 pence per Ordinary Share (approximately 0.4 per cent.).

It should be noted that the figures above are given for illustrative purposes only and should not be regarded as a forecast of the actual Conversion NAVs of the Ordinary Pool and the Sigma Pool which will be calculated on the Calculation Date.

Key features of the Ordinary Shares and the Sigma Shares

Set out below are the material differences between the Ordinary Share class and the Sigma Share class. Further details of the Ordinary Share and the Sigma Share classes are provided in Appendix 2. Parts I and II of Appendix 3 set out the top 40 significant shareholdings in respect of the Ordinary Pool and the Sigma Pool respectively as at the Latest Practicable Date. Part III of Appendix 3 sets out a pro-forma of the top 40 significant shareholdings of the Company immediately following the Conversion assuming it had been implemented on the Latest Practicable Date.

	Ordinary Pool	Sigma Pool	Indicative Enlarged Portfolio
Market capitalisation	£403.6 million as at the Latest Practicable Date	£97.1 million as at the Latest Practicable Date	£500.7 million
NAV	£488.1 million as at the Latest Practicable Date	£121.6 million as at the Latest Practicable Date	£609.7 million
Investment objective	To maximise shareholders' total returns by investing in property shares and property on an international basis	To maximise shareholders' total returns by investing predominantly in the shares of smaller property companies on an international basis	To maximise shareholders' total returns by investing in property shares and property on an international basis
Benchmark	FTSE EPRA/NAREIT Developed Europe Net Total Return Index in sterling	FTSE EPRA/NAREIT Small Cap Developed Europe Net Total Return Index in sterling	FTSE EPRA/NAREIT Developed Europe Net Total Return Index in sterling
Portfolio information
Percentage of investments (by value) held in both the Ordinary Pool and the Sigma Pool	34.4% as at the Latest Practicable Date	86.2% as at the Latest Practicable Date	N/A
Investment in smaller property companies (market cap. of less than £1.2 billion)	35.5% as at the Latest Practicable Date	95.5% as at the Latest Practicable Date	47.7%
Investments in UK direct property	11.0% as at the Latest Practicable Date	0% as at the Latest Practicable Date	8.9%
Investment restrictions	Up to 20% of the Ordinary Pool may be invested (at the point of acquisition) in the stock of any one issuer or of a single asset. In addition, any holdings in excess of 5% of the Ordinary Pool must not in aggregate exceed 50% thereof	Up to 15% of the Sigma Portfolio may be invested (at the point of acquisition) in the stock of any one issuer or of a single asset. In addition, any holdings in excess of 5% of the Sigma Portfolio must not in aggregate exceed 40% thereof	Up to 20% of the Ordinary Pool may be invested (at the point of acquisition) in the stock of any one issuer or of a single asset. In addition, any holdings in excess of 5% of the Ordinary Pool must not in aggregate exceed 50% thereof
Gearing
Gearing limit	25% of portfolio	25% of portfolio	25% of portfolio
Gearing position	£44.5 million (9.1% of the NAV) as at the Latest Practicable Date	£3.6 million (3.0% of the NAV) as at the Latest Practicable Date	£48.1 million (7.9% of the NAV)

	Ordinary Pool	Sigma Pool	Indicative Enlarged Portfolio
Dividends
Dividend policy	The Company declares semi-annual dividends which are typically paid in January and August of each year.	The Company declares semi-annual dividends which are typically paid in January and August of each year.	The Company intends to declare semi-annual dividends which will typically be paid in January and August of each year.
Dividend paid/yield for the year ended 31 March 2012	6.6 pence/4.3%	2.6 pence/3.7%	Taking into account the respective sizes of the Ordinary Pool and the Sigma Pool, the significant overlap of the portfolios and the Company's revenue reserves, the Board does not believe the Conversion will result in any material dilution to the dividend yield per Ordinary Share
Earnings yield for the current financial year up to the Latest Practicable Date	3%	2.6%
Fees
Management fee
Fixed element	£2.75 million	£0.675 million	£3.425 million (i.e. £2.75 million + £0.675 million)
Variable element	Ad valorem fee of 0.20% per annum based on the NAV of the Ordinary Pool	Ad valorem fee of 0.30% per annum based on the NAV of the Sigma Pool	Ad valorem fee of 0.20% per annum based on the NAV of the enlarged Ordinary Pool
Performance fee	Percentage of outperformance of Adjusted Net Assets attributable to Ordinary Shareholders at 31 March of the Ordinary Benchmark plus 1% multiplied by Adjusted Net Assets attributable to Ordinary Shareholders, then multiplied by 15%	Percentage of outperformance of Adjusted Net Assets attributable to Sigma Shareholders at 31 March of the Sigma Benchmark plus 1% multiplied by Adjusted Net Assets attributable to Sigma Shareholders, then multiplied by 20%	Percentage of outperformance of Adjusted Net Assets attributable to Ordinary Shareholders at 31 March of the Ordinary Benchmark plus 1% multiplied by Adjusted Net Assets attributable to Ordinary Shareholders, then multiplied by 15%
	Capped at 2% per annum of Adjusted Net Assets attributable to Ordinary Shareholders (reduced to 1% if the Adjusted Net Assets at the end of the period are less than at the beginning of the period)	Capped at 5% per annum of Adjusted Net Assets attributable to Sigma Shareholders (reduced to 1% if the Adjusted Net Assets at the end of the period are less than at the beginning of the period)	Capped at 2% per annum of Adjusted Net Assets attributable to Ordinary Shareholders (reduced to 1% if the Adjusted Net Assets at the end of the period are less than at the beginning of the period)
Fee review	Annual	Annual	Annual

Subject to implementation of the Conversion, the Board and the Manager have agreed to terminate the Sigma Management Agreement and to amend the terms of the Ordinary Management Agreement, further details of which are set out in the section headed 'The Management Agreements' on page 16 of this document.

The Articles Amendment and the adoption of the New Articles

The Board is proposing to amend the Articles to allow it to implement the Conversion. A summary of the Amended Articles is set out in Part I of Appendix 1.

If the Board implements the Conversion, the Sigma Share class will be eliminated and therefore it is intended that new articles of association would be adopted by the Company. A summary of the New Articles is set out in Part II of Appendix 1.

A copy of the Amended Articles and the New Articles will be available for inspection during usual business hours on any day (Saturdays, Sundays and public holidays excepted) at the offices of Slaughter and May, One Bunhill Row, London EC1Y 8YY, from the date of this document up to and including 14 December 2012, and at the place of the General Meeting, the Ordinary Shareholders' Meeting and the Sigma Shareholders' Meeting for at least 15 minutes prior to and during the meetings.

Deferred Shares and bonus shares

Deferred Shares may be created and/or bonus shares may be issued in connection with the Conversion in order to deal with fractional entitlements that arise and to ensure that the nominal value of the Ordinary Shares remains the same (or remains a whole number of pence) before and after the Conversion.

The Board intends that, at a future date following the Conversion, all of the Deferred Shares which may be created will be repurchased by the Company for their nominal value or gifted to the Company for no consideration and cancelled. In order to effect a repurchase, the Company is seeking Shareholder authority to repurchase any Deferred Shares that arise.

The contract for the purchase of the Deferred Shares will be available for inspection during usual business hours on any day (Saturdays, Sundays and public holidays excepted) at the offices of Slaughter and May, One Bunhill Row, London EC1Y 8YY and at the registered office of the Company at 3rd Floor, 11-12 Hanover Street, London W1S 1YQ, from the date of this document up to and including 14 December 2012, and at the place of the General Meeting, the Ordinary Shareholders' Meeting and the Sigma Shareholders' Meeting for at least 15 minutes prior to and during the meetings.

Additional considerations and risks associated with the Conversion

Set out below is a summary of the principal risk factors which the Directors believe Shareholders should consider prior to deciding how to cast their votes on the Resolutions to be proposed at the General Meeting and the Ordinary Shareholders' Meeting and the Sigma Shareholders' Meeting (as appropriate):

Implementation of the Conversion is conditional, inter alia, upon the Resolutions being passed at the General Meeting (or any adjournment thereof), the Ordinary Shareholders' Meeting (or any adjournment thereof) and the Sigma Shareholders' Meeting (or any adjournment thereof). In the event that any of the Resolutions to be proposed are not passed, or certain events currently unforeseen by the Board occur, the Conversion will not be implemented and the Company will continue as currently constituted and the Ordinary Share class and the Sigma Share class will continue to be managed as separate pools of assets in accordance with their current investment policies.
For the purposes of calculating the Conversion Ratio, the assets of the Ordinary Pool and the Sigma Pool will be valued on the Calculation Date. Movements in the value of these assets during the interim period or between the Calculation Date and the date of the Conversion may have a positive or negative effect on the value of Shareholders' entitlements.
It is not the Board's current intention to realise or realign the Sigma Pool for the purposes of the Conversion and as such:
(i) some of the holdings in the Ordinary Pool are in direct property which represents unlisted investments which are not readily tradeable and may be difficult to sell. Any eventual disposal of such assets may be achieved at a considerably lower price than prevailing valuations. As at the Latest Practicable Date, circa 11.0 per cent. of the Ordinary Pool was invested in direct

property. Had the Conversion been implemented on the Latest Practicable Date, circa 8.9 per cent. of the Indicative Enlarged Portfolio would be invested in direct property. Further details of the Sigma Pool and Ordinary Pool portfolios, and a pro-forma of the Indicative Enlarged Portfolio, are set out in Appendix 4; and

(ii) the enlarged Ordinary Pool portfolio will expose Ordinary Shareholders to an increased weighting of smaller property companies (which, for the current financial year comprised companies with individual market capitalisations of less than £1.2 billion). An increased exposure to such investments could result in the Indicative Enlarged Portfolio being less liquid than the Ordinary Pool.
The Management Agreements and the basis on which fees are payable to the Manager would be amended are described on page 16 of this document if the Conversion were implemented. A Sigma Performance Fee (if any), payable up to the Calculation Date, will be crystallised if the Conversion takes place. As at the Latest Practicable Date, no Sigma Performance Fee would have been payable. There is no certainty that a Sigma Performance Fee would be payable at the end of the current financial year if the Conversion were not implemented.
Whilst there is a material overlap of investments held in the Sigma Pool and the Ordinary Pool, Sigma Shareholders will no longer have an investment with a focussed exposure to the shares of smaller property companies. As at the Latest Practicable Date, circa 35.5 per cent. of the Ordinary Pool and 95.5 per cent. of the Sigma Pool were invested in the shares of smaller property companies. Had the Conversion been implemented on the Latest Practicable Date, circa 47.7 per cent. of the Indicative Enlarged Portfolio would be invested in the shares of smaller property companies. Further details of the Sigma Pool and Ordinary Pool portfolios, and an illustrative pro-forma of the Indicative Enlarged Portfolio, are set out in Appendix 4.
If the quorum required for the General Meeting, the Ordinary Shareholders' Meeting or the Sigma Shareholders' Meeting is not represented at any of those meetings, that relevant meeting(s) could be adjourned, the Conversion may be delayed or not implemented at all, and/or the Company could incur additional costs.

Shareholder approval

You will find at the end of this document notices convening: (i) the General Meeting to be held on 14 December 2012 at 10.30 a.m.; (ii) the Ordinary Shareholders' meeting to be held on 14 December 2012 immediately following the General Meeting; and (iii) the Sigma Shareholders' Meeting to be held on 14 December 2012 immediately following the Ordinary Shareholders' Meeting, at F&C Asset Management plc, Exchange House, Primrose Street, London EC2A 2NY.

At the General Meeting (or any adjournment thereof), the Company will seek Shareholder approval, by means of a special resolution, for the following:

(a) to amend the Articles in respect of the circumstances in which the Board may effect a mandatory conversion of the Sigma Shares into Ordinary Shares and the basis of any conversion in order to facilitate the Conversion. A summary of the Amended Articles is set out in Part I of Appendix 1;
(b) to convert all the Sigma Shares of 12.5p each into Ordinary Shares; and
(c) to adopt the New Articles upon implementation of the Conversion.

The special resolution will also give the directors special powers to deal with fractions of shares arising in connection with the Conversion including:

(d) to authorise the Directors to buy back Deferred Shares arising from the Conversion pursuant to a contract for purchase; and
(e) to capitalise a sum not exceeding £3,000,000 standing to the credit of the Company's share premium account and to allot and issue bonus shares up to that amount.

At each of the Ordinary Shareholders' Meeting (or any adjournment thereof) and the Sigma Shareholders' Meeting (or any adjournment thereof), a special resolution will be proposed to approve the Conversion and the passing of the special resolution at the General Meeting.

Tax

Company's investment trust status

The Directors have been advised that the manner in which it is proposed to implement the Conversion is such that the Company should remain eligible to obtain approval as an investment trust for the accounting period which includes the date on which the Sigma Shares are converted into Ordinary Shares. However, there can be no absolute assurance that investment trust status will be preserved and the absence of such status in any accounting period would mean the Company would be liable to pay UK taxation on its net capital gains in that period.

Individual Shareholders

Statements in this document concerning the taxation of Shareholders are based on current UK taxation law and practice, which are subject to change. The information in this document relating to taxation law and practice is given by way of general summary and does not constitute legal or tax advice to Shareholders. HMRC have confirmed that the Conversion should be treated as a re-organisation of the Company's share capital for the purposes of UK taxation of capital gains. The conversion of Sigma Shares into Ordinary Shares pursuant to the Conversion therefore will not constitute a disposal for tax purposes and should not give rise to UK capital gains tax or be subject to stamp duty or stamp duty reserve tax in the hands of Shareholders.

Costs

The Company's total costs in implementing the Conversion are estimated to be approximately £620,000 (inclusive of VAT) and such costs will be deducted from the Sigma Pool as part of the calculation of the Conversion Ratio.

If the Conversion is not approved by Shareholders, the Company expects to incur costs of approximately £280,000 which shall be borne by all Shareholders.

Action to be taken

Shareholders

Shareholders will find enclosed with this document the white Form of Proxy for use at the General Meeting, the green Form of Proxy for use at the Ordinary Shareholders' Meeting and the pink Form of Proxy for use at the Sigma Shareholders' Meeting. Shareholders are urged to complete and return the Form(s) of Proxy in accordance with the instructions printed thereon so that they are received by the Registrar as soon as possible, but in any event no later than 10.30 a.m. on 12 December 2012. Submitting a Form of Proxy will not preclude a Shareholder from attending a meeting and voting in person.

Plan Participants

If you hold your Ordinary Shares and/or Sigma Shares through the ATS Share Plans, you are urged to complete and return the Forms of Direction. To be valid, the Forms of Direction must be completed and returned in accordance with the instructions printed thereon so as to be received by the Registrar as soon as possible, but in any event no later than 10.30 a.m. on 10 December 2012. If you hold your Ordinary Shares and/or Sigma Shares through share plans other than through the ATS Share Plans, you should contact your share plan provider about your ability to vote at the General Meeting and the Ordinary Shareholders' Meeting and the Sigma Shareholders' Meeting (as appropriate).

The quorum for the Ordinary Shareholders' Meeting and the Sigma Shareholders' Meeting requires one third of the Ordinary Shares and the Sigma Shares, respectively, to be represented in person or by proxy at those meetings. It is therefore important that Shareholders and ATS Share Plan holders return their Proxy Forms and Forms of Direction as soon as possible.

Further information

The Manager has given, and has not withdrawn, its consent to the issue of this document and the inclusion herein of its name and the references to it in the form and context in which they appear. Cenkos Securities has given, and has not withdrawn, its consent to the issue of this document and the inclusion herein of its name and the references to it in the form and context in which they appear.

Recommendation

The Board, which has been advised by Cenkos Securities, considers the Articles Amendment, the Conversion and the Resolutions (which are set out on pages 34 to 40) to be in the best interests of the Company and of the Shareholders as a whole. In providing advice to the Directors, Cenkos Securities has taken into account the Directors' commercial assessments of the Conversion.

The Board unanimously recommends that you vote in favour of the Resolutions to be proposed at the General Meeting and the Ordinary Shareholders' Meeting and the Sigma Shareholders' Meeting (as appropriate), as each of the Directors intends to do in respect of his or her own beneficial holdings, which amount to 100,263 Ordinary Shares, representing 0.0391 per cent. of the total issued Ordinary Share capital of the Company and 191,674 Sigma Shares, representing 0.1546 per cent. of total issued Sigma Share capital of the Company.

Yours faithfully

Peter Salsbury Chairman

PART II

FURTHER DETAILS OF THE CONVERSION

Capital structure

The Company has two share classes in issue, Ordinary Shares and Sigma Shares, both of which are listed on the premium segment of the Official List and traded on the main market of the London Stock Exchange with market capitalisations of £403.6 million and £97.1 million respectively as at the Latest Practicable Date. As at that date, the Company's issued share capital consisted of 256,225,000 Ordinary Shares of 25 pence each and 123,972,000 Sigma Shares of 12.5 pence each. As at the Latest Practicable Date, the Company does not hold any treasury shares.

Mechanics of the Conversion

The Board intends, subject to approval of the Resolutions and subject to any unforeseen consequences, to convert all the existing Sigma Shares into Ordinary Shares.

The Sigma Shares held by each Sigma Shareholder as at the Record Date will be converted into Ordinary Shares which will rank pari passu (as regards dividends and interest and in all other respects) with and have exactly the same rights as the existing Ordinary Shares as set out in the New Articles which will be adopted upon implementation of the Conversion. The number of Ordinary Shares that each Sigma Shareholder will receive for its holding of Sigma Shares will be determined by the Conversion Ratio (calculated to four decimal places (with 0.00005 being rounded down)) which is derived from the Conversion NAVs of the Ordinary Pool and the Sigma Pool as at the Calculation Date. Entitlements to Ordinary Shares will be rounded down to the nearest whole number and any fractional entitlements dealt with as described below.

The Conversion NAV of the Ordinary Pool will be 100 per cent. of the NAV attributable to the Ordinary Pool as at the Calculation Date.

The payment of the interim dividend will be reflected in the Conversion NAVs of the Ordinary Pool and the Sigma Pool for the purposes of calculating the Conversion Ratio.

On Conversion, each Sigma Share shall be consolidated, sub-divided and converted into new Ordinary Shares. It is important that the aggregate nominal value of the entire issued share capital of the Company remains the same prior to and after Conversion. As such:

(A) If the aggregate nominal value of the Sigma Shares being converted is greater than the aggregate nominal value of the Ordinary Shares which would arise from the Conversion, the Sigma Shares will be converted into such number of Ordinary Shares as calculated above and one Deferred Share. Such Deferred Share shall have a nominal value equal to the difference between the aggregate nominal value of the Sigma Shares being converted and the aggregate nominal value of the Ordinary Shares arising; or
(B) If the aggregate nominal value of the Sigma Shares being converted is less than the aggregate nominal value of the Ordinary Shares which would arise from the Conversion then the Directors will retain a wide discretion to implement the Conversion:
(i) in such a way that the aggregate nominal value of existing Ordinary Shares is reduced by sub-dividing the existing Ordinary Shares into Ordinary Shares with a nominal value equal to the nominal value of the new Ordinary Shares arising from the Conversion and a Deferred Share; or
(ii) by issuing bonus shares to holders of Sigma Shares or Ordinary Shares, with any bonus shares issued being automatically consolidated with the Sigma Shares or Ordinary Shares in respect of which they are issued such that the nominal value of each Ordinary Share following the Conversion is 25 pence (or such other whole number of pence as the Directors may decide). This will involve each Shareholder receiving one bonus share of such nominal amount as may result, when consolidated with their holding of Sigma Shares or Ordinary Shares, in Ordinary Shares of 25 pence each (or such other whole number of pence as the Directors may decide).

In order to allow the Directors to implement an issue of bonus shares, it is proposed to give the Directors authority:

(A) to capitalise a sum not exceeding £3,000,000 standing to the credit of the Company's share premium account which may be applied in paying up in full the bonus shares; and
(B) to allot and issue bonus shares up to an aggregate nominal amount of £3,000,000 to the holders of Sigma Shares on the register of members of the Company on the Record Date (or such other date as the Directors may determine) and/or to holders of Ordinary Shares immediately following the Conversion, which authority, if granted, will expire at the conclusion of the Annual General Meeting of the Company to be held in 2013 or within 15 months from the date of the passing of the resolution granting the authority. The Directors do not have any intention to use this authority other than in connection with the Conversion. Use of this authority will not affect the number or percentage of Shares held by any Shareholder; it will simply ensure that all Ordinary Shares in existence following the Conversion have the same nominal value and that such nominal value is a whole number of pence.

The Directors will also have broad discretion to deal with fractional entitlements, which the Directors intend will be aggregated and either sold in the market or bought back and cancelled by the Company in due course. In either case, the Company will retain the proceeds of sale for its own benefit. On Conversion, any Sigma Shareholder who does not hold sufficient Sigma Shares to convert into a single whole Ordinary Share will cease to hold Sigma Shares and will not receive any Ordinary Shares or any payment in respect of fractional entitlements.

The rights attaching to the Deferred Shares (which are set out in the Amended Articles), and the fact that they are not listed, will mean they have little or no value. The Board intends that, following the Conversion, all of the Deferred Shares will be re-purchased by the Company for their nominal value or gifted to the Company for no consideration and cancelled.

The Conversion is conditional upon (i) approval by the Shareholders of the Company of the special resolution to be proposed at the General Meeting (or any adjournment thereof); (ii) approval by the Ordinary Shareholders of the special resolution to be proposed at the Ordinary Shareholders' Meeting (or any adjournment thereof); (iii) approval by the Sigma Shareholders of the special resolution to be proposed at the Sigma Shareholders' Meeting (or any adjournment thereof); and (iv) Admission. In addition, the Board reserves the right not to proceed with the Conversion should it determine, prior to the Conversion taking place, that circumstances have arisen which mean it would not be in Shareholders' interests to proceed with the Conversion at all, or on the terms proposed.

As part of the Conversion, the assets comprising the Sigma Pool will be transferred and become assets of the Ordinary Pool.

The Management Agreements

The Company has entered into the Management Agreements with the Manager under which the Manager is responsible for managing the assets of the Company on a discretionary basis, subject to the overall supervision of the Directors. The Management Agreements govern the Manager's role as manager to the Ordinary Pool and the Sigma Pool.

If the Conversion is implemented, the Sigma Share class will be eliminated and the Sigma Management Agreement will be terminated and certain consequential amendments will be made to the Ordinary Management Agreement by means of an amendment and restatement agreement.

Prior to the Conversion

The Management Fees have for the current quarter have been paid and this will be accounted for in the calculation of the Conversion NAVs of the Ordinary Pool and the Sigma Pool (as appropriate).

The Company accounts for any accrued Ordinary Performance Fee and Sigma Performance Fee in the calculation of the NAVs of the Ordinary Pool and the Sigma Pool respectively and accordingly, any such accruals will be accounted for in the calculation of the Conversion NAVs of the Ordinary Pool and the Sigma Pool (as appropriate). As at the Latest Practicable Date, an Ordinary Performance Fee accrual of £496,000 and a Sigma Performance Fee accrual of £0 were included in the calculation of the NAVs of the Ordinary Pool and the Sigma Pool respectively.

Following the Conversion

If the Conversion is implemented, the Company will pay the Manager any accrued Sigma Performance Fee payable as at the Calculation Date.

The proportion of the fixed element of the Sigma Management Fee which relates to the period between the Calculation Date and 31 March 2013 (and which would have been payable had the Conversion not been implemented) will be aggregated with the fixed element of the Ordinary Management Fee, which will remain unchanged. An ad valorem fee of 0.2 per cent. will be payable on the aggregated NAVs of the Ordinary Pool and the Sigma Pool from the Calculation Date. Had the Conversion not been implemented, for the purposes of calculating the Sigma Management Fee, an ad valorem fee of 0.3 per cent. would have been payable on the NAV of the Sigma Pool.

The Ordinary Performance Fee will be applied to the entire Ordinary Share class for the full financial year to 31 March 2013. Sigma Shareholders who become Ordinary Shareholders on Conversion will, in effect, only bear such proportion of the Ordinary Performance Fee that applies from the Calculation Date to 31 March 2013, given that the Ordinary Performance Fee accrued in respect of any outperformance on the NAV of the Ordinary Pool up to and including the Calculation Date is taken into account in the calculation of the Conversion NAV of the Ordinary Pool.

Calculations of value

For the purposes of calculating the value of the Company's assets at any time and date (including the Calculation Date) at which such calculation of value is required (the ''Relevant Time''), the assets and liabilities of the Company shall be valued on the following basis (which is consistent with the basis on which the daily NAV, including debt marked at fair value, for each of the Ordinary Pool and the Sigma Pool is currently calculated):

investments which are listed, quoted or traded on a recognised stock exchange (including contracts for difference) shall be valued by reference to the bid price on the principal stock exchange where the relevant investment is listed, quoted or dealt as at the Relevant Time and according to the prices shown by the relevant exchange's method of publication of prices for such investments or, in the absence of any such recognised method, by the latest price prior to the Relevant Time. If the relevant exchange is not open for business at the Relevant time, the investments will be valued as at the last day on which the relevant stock exchange was open for business;
investments in any collective investment scheme shall be valued at the price (or, if bid and offer prices are quoted for any such investments, the bid price), without taking into account any redemption or other exit charges or any dilution levy, as at the Relevant Time, as quoted by the manager, operator or authorised corporate director of such scheme;
unquoted investments and quoted investments which are subject to restrictions on transferability, or which, in the opinion of the Directors are otherwise illiquid shall be valued at their fair value as determined by the Directors;
all money market instruments and other short term securities issued by a UK clearing bank, UK Treasury bills and other debt securities not included in the first bullet point above denominated in sterling shall be valued at their fair value (together with any interest accrued to the Relevant Time less any tax payable thereon to that date);
cash and deposits with, or balances at, banks, together with all bills receivable, shall be valued at the amount thereof (together with any interest accrued to the Relevant Time less any tax payable thereon to that date);
any sums owing from debtors (including any dividends due but not paid and any accrual of interest on debt-related securities to the extent not already taken into account under any of the bullet points above) as at the Relevant Time shall be valued at their actual amount less such provision as the Directors consider appropriate for diminution of value (including provisions for bad or doubtful debts or discounts to reflect the time value of money);
all income earned or accrued up to the Calculation Date shall be treated as an asset at the Relevant Time and all expenses (including interest costs) incurred or accrued up to the Calculation Date shall be treated as a liability at the Relevant Time, save that no amount shall be counted twice;
any securities issued by an issuer which is in liquidation, administration, receivership or any analogous proceedings in any jurisdiction, and any securities which have any listing suspended, shall be valued at their fair value as determined by the Directors;
any assets denominated in currencies other than sterling shall be converted into sterling at the prevailing middle market rates of exchange available in the London foreign exchange market as at the Relevant Time;
liabilities shall be valued in accordance with the Company's normal accounting policies and include a fair value adjustment in respect of the debenture indebtedness; and
Investment properties shall be valued using the prevailing valuation of such assets and calculated in accordance with Association of Investment Companies guidelines and in a manner which is consistent with the valuation included in the unaudited NAV published by the Company on a daily basis and which is not adjusted for deferred tax. The investment properties are revalued by an independent valuation specialist twice yearly, on the basis defined by the RICS Valuation Standards 6th Edition (The Red Book) as follows:

''The estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm's length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion''.

The last valuation was carried out as at 30 September 2012.

Admission and dealings in Ordinary Shares and suspension and cancellation of Sigma Shares

An application has been made to the UK Listing Authority for the Ordinary Shares arising from the Conversion to be admitted to the Official List and to the London Stock Exchange for the Ordinary Shares arising from the Conversion to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission will become effective and that dealings on the London Stock Exchange in the Ordinary Shares will commence at 8 a.m. on 17 December 2012. It is expected that the listing of the Sigma Shares on the Official List and the trading of the Sigma Shares on the London Stock Exchange's main market for listed securities will be suspended with effect from 7.30 a.m. on 17 December 2012. The listing of Sigma Shares is expected to be cancelled with effect from 8.00 a.m. on 18 January 2013.

Share certificates and CREST

The Ordinary Shares arising from Conversion will be in registered form and may be created either in certificated or uncertificated form. No temporary documents of title will be issued. Pending despatch of definitive certificates, transfers of the Ordinary Shares arising from Conversion in certificated form will be certified against the register of Shareholders of the Company.

Sigma Shareholders who hold their Sigma Shares in certificated form on the Record Date will receive the Ordinary Shares to which they are entitled on Conversion in certificated form and immediately upon Conversion, share certificates relating to the Sigma Shares will be cancelled. It is expected that share certificates in respect of such Ordinary Shares will be despatched to the Shareholders entitled thereto during the week commencing 17 December 2012 or as soon as practicable thereafter.

If the nominal value of the Ordinary Shares is adjusted as a consequence of the Conversion, immediately upon Conversion, the share certificates which relate to Ordinary Shareholders' existing holding of Ordinary Shares will be cancelled. It is expected that updated share certificates in respect of such Ordinary Shares will be despatched to the Ordinary Shareholders during the week commencing 17 December 2012 or as soon as practicable thereafter.

Sigma Shareholders who hold their Sigma Shares in uncertificated form on the Record Date will receive the Ordinary Shares to which they are entitled in uncertificated form, although the Company reserves the right to issue such securities in certificated form. In normal circumstances, this is only likely to be exercised in the event of an interruption, failure or breakdown of CREST or of the facilities or system operated by the Registrar in connection with CREST. The Company will procure that instructions are given to credit the appropriate stock accounts in the CREST system with the relevant entitlements to Ordinary Shares in uncertificated form. The stock accounts so credited will be those accounts held under the same participant IDs and member account IDs of the relevant Sigma Shareholders on the Record Date. It is expected that this will take place as soon as practicable after 8 a.m. on 17 December 2012.

All documents sent to, from, by or on behalf of the Sigma and Ordinary Shareholders will be sent entirely at their own risk.

DEFINITIONS

In this document the words and expressions listed below have the meanings set out opposite them, except where the context otherwise requires:

Adjusted Net Assets	the net assets attributable to holders of Ordinary Shares or Sigma Shares (as the case may be) as shown in the audited financial statements of the Company, adjusted for various items including to reflect repurchases by the Company of its own shares, issuance by the Company of shares or equity securities, conversion of shares (including the Conversion, reduction in the share capital of the Company and to add back taxation, Management Fees and Performance Fees
Admission	the admission of Ordinary Shares arising from the Conversion both to the premium segment of the Official List and to trading on the London Stock Exchange
Amended Articles	the Articles, as amended for the purpose of implementing the Conversion, a summary of which amendments is set out in Part I of Appendix 1
Appendix	the appendix to this document
Articles	the articles of association of the Company prior to the Articles Amendment and the Conversion
Articles Amendment	the amendment to the Articles upon which the implementation of the Conversion is, among other things, conditional and which is described on page 11 of this document and in Part I of Appendix 1
ATS	Alliance Trust Savings Limited
ATS Share Plan(s)	Ordinary Shares and Sigma Shares held through the ATS Investment Dealing Account and ISA
Calculation Date	close of business on 12 December 2012 (or such other date as the Directors may determine), being the date on which the Conversion NAV of the Ordinary Pool and the Conversion NAV of the Sigma Pool are calculated for the purposes of the Conversion prior to Admission
Cenkos Securities	Cenkos Securities plc
Companies Act	the Companies Act 2006 and shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or re-enacted
Company	TR Property Investment Trust plc, a company incorporated in England and Wales with registered number 00084492, whose registered office is at 3rd Floor, 11-12 Hanover Street, London W1S 1YQ
Conversion	the conversion of all existing Sigma Shares into new Ordinary Shares and Deferred Shares, as set out in this document
Conversion NAV	has the meaning given to it in the section entitled ''Proposal'' on page 6 of this document
Conversion Ratio	the ratio at which the Sigma Shares convert into new Ordinary Shares
CREST	the relevant system, as defined in the CREST Regulations, for paperless settlement of share transfers and the holding of shares in uncertificated form (in respect of which Euroclear UK is the operator as defined in the CREST Regulations)

CREST member	a person who has been admitted to Euroclear UK as a system member (as defined in the CREST Regulations)
CREST participant	a person who is, in relation to CREST, a system participant (as defined in the CREST Regulations)
CREST Regulations	the Uncertified Securities Regulations 2001 (SI 2001 No.3755), as amended
Deferred Shares	deferred shares in the Company arising on the Conversion with a nominal value or nominal values determined in accordance with article 13 of the Amended Articles
Directors or Board	the directors of the Company or the board of directors of the Company from time to time (or a duly authorised committee thereof), as the case may require, and ''Director'' is to be construed accordingly
Euroclear UK	Euroclear UK and Ireland Limited, the operator of CREST
Financial Services Authority	the single regulatory authority for the UK financial services industry
Form of Direction	the form containing voting instructions sent with this document to the ATS Share Plan holders
General Meeting	the general meeting of the Company to be held at 10.30 a.m. on 14 December 2012 or any adjournment thereof
Indicative Enlarged Portfolio	the pro-forma investment portfolio in relation to the Ordinary Share class immediately following the Conversion had it been implemented on the Latest Practicable Date
Latest Practicable Date	16 November 2012
Listing Rules	the listing rules issued by the UK Listing Authority
London Stock Exchange	London Stock Exchange plc
Management Agreements	the Ordinary Management Agreement and the Sigma Management Agreement
Management Fees	the Ordinary Management Fee and the Sigma Management Fee
Manager	Thames River Capital LLP
member account ID	the identification code or number attached to any member account in CREST
NAV	net asset value
NAV per Ordinary Share	the aggregate amount of the NAV of the Company attributable to the Ordinary Shares divided by the number of Ordinary Shares in issue
NAV per Sigma Share	the aggregate amount of the NAV of the Company attributable to the Sigma Shares divided by the number of Sigma Shares in issue
NAV of the Company	the aggregate value of the net assets of the Company (that is, the value of its assets less the amount of its liabilities), calculated in accordance with the Company's accounting policies and reporting polices from time to time and including a fair value adjustment in respect of indebtedness
NAV of the Ordinary Pool	the aggregate amount of the NAV of the Company that is attributable to the Ordinary Pool

NAV of the Sigma Pool	the aggregate amount of the NAV of the Company that is attributable to the Sigma Pool
New Articles	the new articles of association of the Company to be adopted upon implementation of the Conversion a summary of which is set out in Part II of Appendix 1
Official List	the official list maintained by the UK Listing Authority
Ordinary Benchmark	FTSE EPRA/NAREIT Developed Europe Net Total Return Index in sterling
Ordinary Management Agreement	the management agreement dated 30 September 2004, and amended and updated on 20 June 2007, as amended, novated or supplemented from time to time, in which the Manager has agreed to act as investment manager to the Company in respect of the Ordinary Pool
Ordinary Management Fee	the management fee, payable quarterly in advance, in respect of the Ordinary Share class pursuant to the Ordinary Management Agreement
Ordinary Performance Fee	the fee payable in arrears if certain performance objectives are achieved in respect of the Ordinary Share class pursuant to the Ordinary Management Agreement
Ordinary Pool	the assets of the Company from time to time attributed to the Ordinary Shares
Ordinary Shareholders' Meeting	the class meeting of the Ordinary Shareholders to be held at 10.30 a.m. on 14 December 2012 (or as soon thereafter as the General Meeting may be concluded or adjourned) or any adjournment thereof
Ordinary Shares	the ordinary shares (currently of 25 pence each) in the capital of the Company (ISIN No GB0009064097)
participant ID	the identification code or membership number used in CREST to identify a particular CREST member or other CREST participant
Plan Participant	investors who hold Shares through the ATS Share Plans or through other share plans which are not the ATS Share Plans
Record Date	14 December 2012 (or such other date as the Directors may determine)
Registrar	Computershare Investor Services PLC
Resolutions	the special resolutions to be proposed at the General Meeting (or any adjournment thereof), the Ordinary Shareholders' Meeting (or any adjournment thereof) and the Sigma Shareholders' Meeting (or any adjournment thereof)
Shareholder	a holder of Ordinary Shares and/or Sigma Shares
Share(s)	a share or shares of any class in the Company (being either Ordinary Shares following the Conversion or Ordinary Shares and/or Sigma Shares prior to the Conversion, as applicable)
Sigma Admission	admission to the Official List and to trading on the London Stock Exchange of the Sigma Shares on 25 July 2007
Sigma Benchmark	FTSE EPRA/NAREIT Small Cap Developed Europe Net Total Return Index in sterling
Sigma Management Agreement	the management agreement dated 20 June 2007 as amended, novated or supplemented from time to time in which the

	Manager has agreed to act as investment manager to the Company in respect of the Sigma Pool
Sigma Management Fee	the management fee, payable quarterly in advance, in respect of the Sigma Share class pursuant to the Sigma Management Agreement
Sigma Performance Fee	the fee payable in arrears if certain performance objectives are achieved in respect of the Sigma Share class pursuant to the Sigma Management Agreement
Sigma Pool	the assets of the Company from time to time attributable to the Sigma Shares
Sigma Shareholders' Meeting	the class meeting of the Sigma Shareholders to be held at 10.30 a.m. on 14 December 2012 (or so soon thereafter as the Ordinary Shareholders' Meeting may be concluded or adjourned) or any adjournment thereof
Sigma Shares	The Sigma shares of 12.5 pence each in the capital of the Company (ISIN No GBOOB1YW2J11)
UK or United Kingdom	the United Kingdom of Great Britain and Northern Ireland
UK Listing Authority	the Financial Services Authority acting in its capacity as the competent authority for the purposes of admissions to the Official List
US Person	as defined in Regulation S of the U.S. Securities Act 1933

In this document, unless otherwise specified, all references to ''sterling'', ''pounds'' or ''£'' are to United Kingdom pounds sterling; all references to ''pence'' or ''p'' are to United Kingdom pence sterling.

Appendix 1 Part I: Summary of the Amended Articles

Subject to Shareholder approval, the Articles will be amended to effect the following changes:

1. Article 13 allows the Board, if it so decides, to implement a mandatory conversion of all or some of the Sigma Shares to Ordinary Shares or all or some of Ordinary Shares to Sigma Shares, if the NAV of the Sigma Pool or the Ordinary Pool (as the case may be) falls below the threshold figure of £20 million (the ''Threshold''). Article 13(B) will be amended so that the Threshold figure below which the NAV of the Sigma Pool must fall before the Board assumes the right to implement a mandatory conversion of all or some of the Sigma Shares to Ordinary Shares be increased to £175 million.
1. Article 13(I)(ii) will be replaced with the following:
''(ii) If the aggregate nominal value of the Sigma Shares being converted is less than the aggregate nominal value of the Ordinary Shares which would arise from the Conversion, the board will retain a wide discretion to implement the Conversion:
- (a) in such a way that the aggregate nominal value of existing Ordinary Shares is reduced by sub-dividing the existing Ordinary Shares into Ordinary Shares with a nominal value equal to the nominal value of the new Ordinary Shares arising from the Conversion and one or more Deferred Shares; and/or
- (b) by issuing bonus shares to holders of Sigma Shares or Ordinary Shares, and any bonus shares so issued shall be automatically consolidated upon issue with the Sigma Shares or Ordinary Shares in respect of which they are issued such that the nominal value of each Ordinary Share following the Conversion is 25 pence (or such other whole number of pence as the board may decide).
1. The definition of ''STO conversion ratio'' or ''STOCR'' will be replaced with the following:

''STO conversion ratio'' or ''STOCR'' is the ratio calculated to four decimal places (with 0.00005 being rounded down)) to be used to determine the number of Ordinary Shares arising from a reclassification of Sigma Shares on the Conversion of all the Sigma Shares and is determined in accordance with the following formula:

$$
STOCR = \frac{SSCNAV \times A}{TOSNAV \times B}
$$

where

(i) SSCNAV is equal to 98 per cent. of:

the value of the assets the Sigma Pool as at the Calculation Time, such value being determined in accordance with article 13(P) less:

(1) that proportion of the liabilities of the company, including any liabilities accrued but unpaid, which the board is directed by article 7 to discharge out of the Sigma Pool at the Calculation Time (ignoring for this purpose any liabilities of the company which, pursuant to article 7(B) the board is directed to discharge out of the Ordinary Pool, except to the extent that as at the relevant Calculation Time the Ordinary Pool is unable to meet such liabilities and excluding also any such liabilities referred to in sub-paragraph (3) below);
(2) the costs, fees, expenses, duties, charges, taxes, commissions and spreads associated with the Conversion;
(3) any amounts due to the manager of the Sigma Pool pursuant to the Sigma Management Agreement to the extent not already taken into account, and
(4) any other costs incurred in the Conversion of the Converting Sigma Shares to Ordinary Shares;
(ii) A is the total number of Ordinary Shares in issue as at the relevant Calculation Time;
(iii) TOSNAV is equal to the value of the assets comprising the Ordinary Pool as at the Calculation Time, such value being determined in accordance with article 13(P), less:
(1) the liabilities of the company, including any liabilities accrued but unpaid, which the board is directed by article 7 to discharge out of the Ordinary Pool at the Calculation Time (ignoring for this purpose any liabilities of the company which, pursuant to article 7(A), the board is directed to discharge out of the Sigma Pool, except to the extent that as at the relevant Calculation Time the Sigma Pool is unable to discharge such liabilities and excluding also any such liabilities referred to in sub-paragraph (2) below); and
(2) any amounts due to the manager of the Ordinary Pool pursuant to the Management Agreement to the extent not already taken into account;
(iv) B is the number of Converting Sigma Shares;''
1. Sub-article 3 of Article 13(N) will be amended such that the Board may at any time resolve that any Deferred Share arising on a conversion shall be registered in the name of a person(s) nominated by it.
1. The definition of ''Calculation Time'' will be amended to mean the close of business on the date on which the STOCR or the OTSCR (as applicable) is calculated for the purposes of Conversion.
1. A definition of ''Record Date'' will be added which will mean the record date for Conversion as determined by the Directors.
1. Article 13(B) will also be amended to remove the requirement to send to the Sigma Shareholders a conversion notice in respect of the Conversion.
1. Articles 13(D) and (M) will be amended so that the holdings of Shares and whether they are in certificated or uncertificated form will be determined as at the Record Date.
1. Article 13(R)(ii) will be amended so that where any calculation required to be carried out is a division the quotient of which is a recurring number, that number shall be rounded to four decimal places.
1. There will be minor amendments to Articles 13(F) and (G) and the definitions of ''Conversion Date'', ''the London Stock Exchange'' and ''Transaction''.

Part II: Summary of the New Articles

The New Articles will be based largely on the existing Articles except that all references to the Sigma Share class and the Sigma Pool would be removed and consequential changes made. In addition, article 13 of the existing Articles would be removed as would all references to the conversion of Shares.

Appendix 2

Summary of the key features of the Ordinary Share class and the Sigma Share class as at the Latest Practicable Date

Ordinary Shares

Market Capitalisation

The market capitalisation of the Ordinary Share class as at the Latest Practicable Date was £403.6 million.

Investment Objective

The objective of the Ordinary Share class is to maximise Ordinary Shareholders' total returns by investing in property shares and property on an international basis.

Investment Policy

Although the investment objective allows for investment on an international basis, the majority of the investments are located in Europe. Direct property investments are located in the UK only.

The Manager generally regards future growth and capital appreciation potential more highly than immediate initial yield or discount to asset value. As a dedicated investor in the property sector the fund does not offer diversification outside that sector. However, within the Ordinary Share class portfolio there are limitations on the size of individual investments held to ensure diversification within the portfolio (see below).

Benchmark Index

The benchmark is the FTSE EPRA/NAREIT Developed Europe Net Total Return Index in sterling.

Size and distribution of the Ordinary Share class

As at the latest Practicable Date, 58.3% of the Ordinary Pool was invested in European securities, 40.7% was invested in UK securities and 11.0% was invested in UK property. The total value of the investments was £530.1 million.

Borrowing restrictions

The Company's ability to borrow is limited to an amount equal to 25 per cent. of the NAV of the Company, in accordance with the terms of the Company's borrowing facility, however, the current guideline is 10% net cash to 25% gearing. As at the Latest Practicable Date, the overall debt position in respect of the Ordinary Pool was £44.5 million representing 9.1 per cent. of the NAV of the Ordinary Pool.

Portfolio

To deliver a spread of investment risk, the maximum holding in the stock of any one issuer or of a single asset is limited to 20% of the Ordinary Share class portfolio. In addition, any holdings in excess of 5% of the portfolio must not in aggregate exceed 50% of the portfolio. These limits are set at the point of acquisition, however, if they were materially exceeded for a significant length of time through market movements, the Manager would seek to remedy the position.

The Manager currently applies the following guidelines for asset allocation:

UK listed equities	25–50%	Other listed equities	0–5%
European listed equities	45–75%	Listed bonds	0–5%
Direct property—UK	5–20%

The Manager estimates that the largest holding immediately following the Conversion, had it been implemented on the Latest Practicable Date, would have represented approximately 12.9 per cent. of the Indicative Enlarged Portfolio.

As at the Latest Practicable Date, 34.4 per cent. by value of the investments held within the Ordinary Share portfolio were also held within the Sigma Share portfolio. Further details of the current Ordinary Pool portfolio and the Indicative Enlarged Portfolio are provided in Appendix 4.

Management

The Ordinary Pool is managed by Thames River Capital LLP and the fund manager is Marcus Phayre-Mudge.

Dividend

The Company declares semi-annual dividends which are typically paid in January and August each year. An interim dividend of 2.40p per Ordinary Share was paid on 10 January 2012 to shareholders on the register as at 9 December 2011. A final dividend of 4.20p per Ordinary Share was paid on 1 August 2012 to Ordinary Shareholders on the register as at 6 July 2012. The Board intends to pay an interim dividend of 2.65 pence per Ordinary Share to be paid on 8 January 2013 to Ordinary Shareholders on the register as at 7 December 2012. The Ordinary Shares will go ex-dividend on 5 December 2012.

The Ordinary Share dividend yield for the financial year to 31 March 2012 was 4.3%. The Board does not believe, taking into account the respective sizes of the Ordinary Pool and the Sigma Pool, the significant overlap of portfolios and the Company's revenue reserves, that there will be any material dilution of the dividend yield in respect of the Ordinary Shares as a result of the implementation of the Conversion.

Currency

The base currency of the Ordinary Shares is sterling, however the Ordinary Pool contains investments in currencies other than sterling, primarily in Euros but also in Swedish kronor, Norwegian kroner and Swiss francs. The Ordinary Shares are exposed to the movements in these currencies although they may be hedged into sterling from time to time at the Manager's discretion. The Ordinary Benchmark reflects unhedged exposure to these currencies. The Company's current policy is to hedge the Company's currency exposure to align it with the Ordinary Benchmark.

Ordinary Management Fee and Ordinary Performance Fee

The Ordinary Management Fee payable to the Manager is a fixed fee, plus an ad valorem fee of 0.20% per annum based on the NAV of the Ordinary Pool.

A performance fee is payable if the total return of Adjusted Net Assets attributable to Ordinary Shareholders each year outperforms the total return of the Ordinary Benchmark plus 1% (the ''Ordinary Hurdle''). This outperformance rate, expressed as a percentage is known as the ''percentage outperformance''. Any fee payable will be the amount equivalent to the Adjusted Net Assets attributable to Ordinary Shareholders at 31 March each year multiplied by the percentage outperformance, then multiplied by 15%.

If the Manager outperforms the Ordinary Benchmark but underperforms the Ordinary Hurdle, that outperformance of the Ordinary Benchmark can be carried forward or back to offset past or future underperformance of the Ordinary Benchmark. These amounts can be used for offset purposes only and therefore cannot have the effect of creating a fee in a year where a fee would not otherwise be payable or increasing the fee in that year. Underperformance of the Ordinary Hurdle in any given year, however, will not affect whether the Ordinary Hurdle in any subsequent year is determined to have been achieved or not.

The fees are subject to the following caps:

a) The maximum Ordinary Performance Fee payable for any year is capped at 2% of the Adjusted Net Assets attributable to Ordinary Shareholders. If the Adjusted Net Assets at the end of a period are less than at the beginning of that period, the maximum Ordinary Performance Fee payable will instead be limited to 1% of the Adjusted Net Assets attributable to Ordinary Shareholders.
b) The total (in respect of both the Ordinary Shares and the Sigma Shares) fees paid to the Manager in any one year may not exceed 4.99% of combined NAV of the Ordinary Pool and the NAV of the Sigma Pool.

Sigma Shares

Market Capitalisation

The market capitalisation of the Sigma Share class as at the Latest Practicable Date was £97.1 million.

Investment objective

The objective of the Sigma Share class is to maximise Shareholders' total returns by investing predominantly in shares of smaller property companies on an international basis. The definition of smaller property companies is set out through the market capitalisation of the constituents of the Sigma Benchmark which is adjusted annually. Currently, smaller property companies are considered to be companies with individual market capitalisations of less than £1.2 billion.

As at the Latest Practicable Date 95.5% of the Sigma Pool comprised investments in smaller property companies.

Investment policy

Although the investment objective allows for investment on an international basis, the majority of the investments are located in Europe. The investment selection process seeks to identify well managed smaller property companies, especially those with a focus on a particular type of real estate business. However, the Sigma Share class does not invest in property directly.

The Manager generally regards future growth and capital appreciation potential more highly than immediate initial yield or discount to asset value. As a dedicated investor in the property sector, the fund does not offer diversification outside that sector, however, within the Sigma Share class portfolio there are limitations on the size of individual investments held to ensure diversification within the portfolio (see below).

Benchmark Index

The benchmark is the FTSE EPRA/NAREIT Small Cap Developed Europe Net Total Return Index in sterling. This is calculated by FTSE adjusted to exclude large cap stocks. As at 1 April 2012 the large cap threshold was £0.97bn.

Size and distribution of the Sigma Share class

As at the Latest Practicable Date, 67.8% of the Sigma Pool was invested in European securities and 28.5% of the Sigma Pool was invested in UK securities. The total value of the investments was £118.8 million.

Borrowing restrictions

The Company's ability to borrow funds is limited to an amount equal to 25 per cent. of the NAV of the Company, in accordance with the terms of the Company's borrowing facility, however, the current guideline is 10% net cash to 25% gearing. As at the Latest Practicable Date, the overall debt position in respect of the Sigma Pool was £3.6 million representing 3.0 per cent. of the NAV of the Sigma Pool.

Portfolio

To deliver a spread of investment risk, the maximum holding in the stock of any one issuer or of a single asset is limited to 15% of the Sigma Share class portfolio. In addition, any holdings in excess of 5% of the portfolio must not in aggregate exceed 40% of the portfolio. These limits are set at the point of acquisition, however, if they were materially exceeded for a significant length of time through market movements, the Manager would seek to remedy the position.

The Manager currently applies the following guidelines for asset allocation:

UK listed equities	35–60%	Other listed equities	0–10%
European listed equities	35–60%	Listed bonds	0–5%
Unquoted investments	0–5%

As at the Latest Practicable Date, 86.2 per cent. of the investments (by value) held within the Sigma Share portfolio were also held within the Ordinary Share portfolio. Further details of the current Sigma Share portfolio are provided in Appendix 4.

Dividend

The Company declares semi-annual dividends which are typically paid in January and August of each year. Due to the focus on smaller market capitalisation companies, some of which are development companies, the dividend yield of Sigma Shares was lower than that of the Ordinary Shares. An interim dividend of 0.95p per Sigma share was paid on 10 January 2012.

The Sigma Share dividend yield for the financial year to 31 March 2012 was 3.7%.

The Board intends to pay an interim dividend of 1.05 pence per Sigma Share to be paid on 8 January 2013 to Sigma Shareholders on the register as at 7 December 2012. The Sigma Shares will go ex-dividend on 5 December 2012.

Currency

The base currency of the Sigma Shares is sterling, however the Sigma Pool contains investments in currencies other than sterling, primarily in Euros but also in Swedish kronor, Norwegian kroner and Swiss francs. The Sigma Shares are exposed to the movements in these currencies although they may be hedged into sterling from time to time at the Manager's discretion. The Sigma Benchmark reflects unhedged exposure to these currencies. The Company's current policy is to hedge the Company's currency exposure to align it with the Sigma Benchmark.

Management

The Sigma Pool is managed by Thames River Capital LLP and the fund manager is Marcus Phayre-Mudge.

Sigma Management Fee and Sigma Performance Fee

The Sigma Management Fee payable to the Manager is a fixed fee plus an ad valorem fee of 0.30% per annum based on the NAV of the Sigma Pool.

A performance fee is payable if the total return of adjusted net assets attributable to Sigma Shareholders, as defined in the Sigma Management Agreement, each year outperforms the total return of the Sigma Benchmark plus 1% (the ''Sigma Hurdle''). This outperformance rate, expressed as a percentage is known as the ''percentage outperformance''. Any fee payable will be the amount equivalent to the Adjusted Net Assets attributable to Sigma Shareholders at 31 March each year multiplied by the percentage outperformance, then multiplied by 20%.

If the Manager outperforms the Sigma Benchmark but underperforms the Sigma Hurdle, that outperformance of the Sigma Benchmark can be carried forward or back to offset past or future underperformance. These amounts can be used for offset purposes only and therefore cannot have the effect of creating a fee in a year where a fee would not otherwise be payable or increasing the fee in that year. Underperforming the Sigma Hurdle in any given year, however, will not affect whether the Sigma Hurdle in any subsequent year is determined to have been achieved or not.

The fees are subject to the following caps:

a) The maximum Sigma Performance Fee payable for any year is capped at 5% of the Adjusted Net Assets attributable to Sigma Shareholders. If the Adjusted Net Assets at the end of the period are less than at the beginning of that period, the maximum Sigma Performance Fee payable will instead be limited to 1% of the Adjusted Net Assets attributable to Sigma Shareholders.
b) The total fees paid to the Manager in any one year may not exceed 4.99% of the combined NAV of the Ordinary Pool and the NAV of the Sigma Pool.

Appendix 3

Significant Shareholdings

Part I Top 40 Ordinary Pool Shareholdings as at the Latest Practicable Date

Stock	% of NAV
UNIBAIL-RODAMCO	15.9%
LAND SECURITIES GROUP PLC	9.5%
HAMMERSON PLC	6.2%
BRITISH LAND CO PLC	4.8%
KLEPIERRE	3.7%
DERWENT LONDON PLC	3.6%
GREAT PORTLAND ESTATES PLC	3.6%
PSP SWISS PROPERTY AG	3.3%
CORIO NV	2.8%
GSW IMMOBILIEN AG	2.3%
CASTELLUM AB	2.0%
ST. MODWEN PROPERTIES PLC	1.9%
ICADE	1.8%
DEUTSCHE WOHNEN AG	1.8%
HUFVUDSTADEN AB	1.7%
SHAFTESBURY PLC	1.7%
SEGRO PLC	1.7%
SWISS PRIME SITE-REG	1.6%
GECINA SA	1.6%
WIHLBORGS FASTIGHETER AB	1.5%
DEUTSCHE EUROSHOP AG	1.5%
SILIC	1.5%
BENI STABILI SPA	1.3%

WORKSPACE GROUP PLC	1.3%
EUROCOMMERCIAL PROPERTIES	1.3%
FONCIERE DES REGIONS	1.2%
MAX PROPERTY GROUP PLC	1.2%
MERCIALYS	1.0%
VASTNED RETAIL NV	0.9%
ALSTRIA OFFICE AG	0.9%
TAG TEGERNSEE IMMO	0.9%
NORWEGIAN PROPERTY ASA	0.9%
METRIC PROPERTY INVESTMENT	0.8%
UNITE GROUP PLC	0.8%
CLS HOLDINGS PLC	0.7%
SAFESTORE HOLDINGS LTD	0.7%
WALLENSTAM BYGGNADS AB	0.7%
BIG YELLOW GROUP PLC	0.7%
FABEGE AB	0.6%
QUINTAIN ESTATES & DEV PLC	0.6%

Part II Top 40 Sigma Pool Shareholdings as at the Latest Practicable Date

Stock	% of NAV
GREAT PORTLAND ESTATES PLC	7.0%
DEUTSCHE WOHNEN AG	6.5%
GSW IMMOBILIEN AG	5.6%
DEUTSCHE EUROSHOP AG	4.8%
EUROCOMMERCIAL PROPERTIES	3.6%
WIHLBORGS FASTIGHETER AB	3.3%
ST. MODWEN PROPERTIES PLC	2.9%
BEFIMMO S.C.A.	2.8%

Stock	% of NAV
ALSTRIA OFFICE AG	2.7%
FABEGE AB	2.7%
WORKSPACE GROUP PLC	2.5%
ARGAN	2.4%
NORWEGIAN PROPERTY ASA	2.2%
STE DE LA TOUR EIFFEL	2.2%
FONCIERE DES MURS	2.1%
QUINTAIN ESTATES & DEV PLC	2.1%
CA IMMOBILIEN ANLAGEN AG	2.1%
SPONDA OYJ	2.0%
LONDON & STAMFORD PROPERTY	2.0%
UNITE GROUP PLC	2.0%
MAX PROPERTY GROUP PLC	1.9%
CONWERT IMMOBILIEN INVEST AG	1.8%
METRIC PROPERTY INVESTMENT	1.7%
TAG TEGERNSEE IMMO	1.7%
BENI STABILI SPA	1.7%
WALLENSTAM BYGGNADS AB	1.6%
VASTNED RETAIL NV	1.5%
TERREIS	1.4%
ANF	1.4%
CFI COMPAGNIE FONCIERE	1.3%
VIB VERMOEGEN AG	1.2%
SHAFTESBURY PLC	1.2%
HANSTEEN HOLDINGS PLC	1.1%
IMMOBILIARE GRANDE DISTRIBUZ	1.0%
CLS HOLDINGS PLC	0.9%
PRIME OFFICE AG	0.8%
KUNGSLEDEN AB	0.8%
GRAINGER PLC	0.8%
LOCAL SHOPPING REIT PLC	0.8%
BIG YELLOW GROUP PLC	0.8%

Part III Pro-forma of the top 40 Shareholdings of the Company following the Conversion assuming it had been implemented on the Latest Practicable Date

Stock	% of NAV	Change
UNIBAIL-RODAMCO	12.9%	3.1%
LAND SECURITIES GROUP PLC	7.6%	1.8%
HAMMERSON PLC	5.0%	1.2%
GREAT PORTLAND ESTATES PLC	4.3%	0.7%
BRITISH LAND CO PLC	3.9%	0.9%
GSW IMMOBILIEN AG	3.0%	0.7%
KLEPIERRE	3.0%	0.7%
DERWENT LONDON PLC	2.9%	0.7%
DEUTSCHE WOHNEN AG	2.8%	0.9%
PSP SWISS PROPERTY AG	2.6%	0.6%
CORIO NV	2.2%	0.5%
DEUTSCHE EUROSHOP AG	2.2%	0.7%
ST. MODWEN PROPERTIES PLC	2.1%	0.2%
WIHLBORGS FASTIGHETER AB	1.9%	0.4%
EUROCOMMERCIAL PROPERTIES	1.7%	0.5%
CASTELLUM AB	1.6%	0.4%
SHAFTESBURY PLC	1.6%	0.1%
WORKSPACE GROUP PLC	1.5%	0.3%
ICADE	1.5%	0.4%
BENI STABILI SPA	1.4%	0.1%

Stock	% of NAV	Change
HUFVUDSTADEN AB	1.4%	0.3%
SEGRO PLC	1.3%	0.3%
MAX PROPERTY GROUP PLC	1.3%	0.1%
SWISS PRIME SITE-REG	1.3%	0.3%
GECINA SA	1.3%	0.3%
ALSTRIA OFFICE AG	1.2%	0.4%
SILIC	1.2%	0.3%
NORWEGIAN PROPERTY ASA	1.1%	0.3%
TAG TEGERNSEE IMMO	1.0%	0.2%
FABEGE AB	1.0%	0.4%
UNITE GROUP PLC	1.0%	0.2%
VASTNED RETAIL NV	1.0%	0.1%
METRIC PROPERTY INVESTMENT	1.0%	0.2%
FONCIERE DES REGIONS	1.0%	0.2%
QUINTAIN ESTATES & DEV PLC	0.9%	0.3%
WALLENSTAM BYGGNADS AB	0.9%	0.2%
SPONDA OYJ	0.9%	0.3%
CLS HOLDINGS PLC	0.8%	0.0%
STE DE LA TOUR EIFFEL	0.8%	0.3%
MERCIALYS	0.8%	0.2%

Appendix 4

Portfolio information for the Ordinary Share class and the Sigma Share class

The tables below set out asset, sector, geographical and market cap. allocations for each of the Ordinary Pool and the Sigma Pool and the illustrative pro-forma allocations for the Indicative Enlarged Portfolio assuming the Ordinary Pool and the Sigma Pool are merged based on the most recently available unaudited valuations as at the Latest Practicable Date. Shareholders should note that the pro-forma information has been provided by the Manager for illustrative purposes only and is subject to change.

Asset allocations

	Ordinary Share Class	Sigma Share Class	Illustrative pro-forma for Indicative Enlarged Portfolio	Change
UK listed equities	40.7%	28.5%	38.5%	2.2%
European listed equities	58.3%	67.8%	60.6%	2.3%
Other listed equities	0.0%	0.0%	0.0%	0.0%
Listed bonds	0.0%	0.7%	0.1%	0.1%
Direct property—UK	11.0%	0.0%	8.9%	2.1%
Unquoted investments	0.0%	0.0%	0.0%	0.0%
Net Cash (Net debt)	10.1%	2.9%	8.2%	1.9%
Total (% Net Assets)	100.0%	100.0%	100.0%

Sector allocations

	Ordinary Share Class	Sigma Share Class	Illustrative pro-forma for Indicative Enlarged Portfolio	Change
Industrial	8.5%	10.5%	9.0%	0.4%
Offices	37.7%	40.4%	38.3%	0.6%
Other	6.1%	7.5%	6.4%	0.3%
Residential	7.2%	16.7%	9.4%	2.1%
Retail	40.5%	24.8%	36.9%	3.5%
Total	100.0%	100.0%	100.0%

Geographical allocations

	Ordinary Share Class	Sigma Share Class	Illustrative pro-forma for Indicative Enlarged Portfolio	Change
Austria	0.9%	2.3%	1.2%	0.3%
Belgium	1.0%	2.9%	1.5%	0.4%
Central Europe	2.5%	4.3%	2.9%	0.4%
Denmark	0.2%	0.0%	0.1%	0.0%
Finland	1.0%	3.1%	1.5%	0.5%
France	21.0%	14.2%	19.5%	1.5%
Germany	6.9%	21.4%	10.2%	3.3%
Greece	0.0%	0.0%	0.0%	0.0%
Ireland	0.0%	0.0%	0.0%	0.0%
Italy	6.5%	7.8%	6.8%	0.3%
Netherlands	2.3%	1.7%	2.2%	0.1%
Norway	1.6%	3.0%	1.9%	0.3%
Other Overseas	0.4%	0.1%	0.3%	0.1%
Portugal	0.2%	0.0%	0.1%	0.0%
Russia	0.1%	0.2%	0.1%	0.0%
Spain	1.9%	0.4%	1.6%	0.3%
Sweden	9.4%	12.4%	10.1%	0.7%
Switzerland	3.9%	0.8%	3.2%	0.7%
UK .	40.2%	25.3%	36.8%	3.4%
USA .	0.1%	0.0%	0.0%	0.0%
Total	100.0%	100.0%	100.0%

Market cap. allocations

	Ordinary Share Class	Sigma Share Class	Illustrative pro-forma for Indicative Enlarged Portfolio	Change
Large (> 1,200M mkt cap)	72.8%	25.4%	63.8%	9.0%
Medium (1,200M > mkt cap > 250M)	20.9%	55.0%	27.9%	7.0%
Small (< 250M mkt cap)	5.3%	16.7%	7.6%	2.3%
Total (% Net Assets)	99.0%	97.1%	99.3%

Notice of General Meeting

NOTICE IS HEREBY GIVEN that a General Meeting of TR Property Investment Trust plc (the ''Company'') will be held on 14 December 2012 at 10.30 a.m. at F&C Asset Management plc, Exchange House, Primrose Street, London EC2A 2NY, to consider and, if thought fit, pass the following resolution, which will be proposed as a special resolution:

SPECIAL RESOLUTION

THAT, conditional on the resolutions to be proposed at the meeting of the holders of Ordinary Shares in the capital of the Company to be held on 14 December 2012 (or at any adjournment thereof) and at the meeting of the holders of Sigma Shares in the capital of the Company to be held on 14 December 2012 (or at any adjournment thereof) being passed:

(A) the Articles of Association (the ''Amended Articles'') a summary of which is set out in Part I, Appendix I of the circular to shareholders dated 22 November 2012, of which this notice forms a part (the ''Circular''), produced to the meeting marked ''A'' and initialled by the Chairman for the purposes of identification, be adopted as the Articles of Association of the Company with immediate effect in substitution for, and to the exclusion of, all existing Articles of Association of the Company; and
(B) conditional on the admission of the new Ordinary Shares arising pursuant to the conversion of the entire issued Sigma Share capital (the ''Conversion'') described in the Circular to the Official List maintained by the Financial Services Authority and to trading on the London Stock Exchange plc; and the NAV of the Sigma Pool (as defined in the Circular) which would be attributable, on such basis as determined under the Amended Articles, to Sigma Shares on the Calculation Date (as defined in the Circular) being less than £175 million:
(i) the Conversion be and is hereby approved and the Board authorised to implement it and to make such arrangements and do such things as it considers appropriate in connection therewith including making such arrangements as it thinks fit to deal with any difference in the total share capital of the Company prior to and after the Conversion, fraction of shares or fractional entitlements arising and selling or buying back such shares or fractional entitlements and retaining the proceeds for the benefit of the Company;
(ii) the proposed new form of the articles of association of the Company (the ''New Articles'') a summary of which is set out in Part II, Appendix I of the Circular, produced to the meeting marked ''B'' and initialled by the Chairman for the purposes of identification, be adopted as the Articles of Association of the Company in substitution for and to the exclusion of the Amended Articles;
(iii) the Company be authorised to repurchase all of the Deferred Shares which arise as a result of Conversion for an aggregate consideration equal to the nominal value of such Deferred Shares pursuant to a contract for purchase and that such contract be approved and that the Company be authorised to enter into such contract provided that the authority hereby conferred shall expire on 21 November 2013. On repurchase, each Deferred Share shall be treated as cancelled in accordance with section 706 of the Companies Act 2006 without further resolution or consent; and
(iv) the Board be authorised to capitalise a sum not exceeding £3,000,000 standing to the credit of the Company's share premium account and be and is hereby authorised pursuant to section 551 of the Companies Act 2006 to allot and issue such bonus shares credited as fully paid up, up to an aggregate nominal amount of £3,000,000 to either:
- (a) the holders of Sigma Shares on the register of members of the Company at 6.00 pm on 14 December 2012 (or such other date as the directors of the Company may determine); and/or
- (b) to holders of Ordinary Shares immediately following the Conversion referred to in paragraph (i) above,

in each case in such nominal amounts as may be necessary or expedient in order to facilitate the Conversion with the aim of ensuring that the nominal value of each Ordinary Share following the Conversion is 25 pence or such other whole number of pence as the Board may determine, provided that the authority hereby conferred shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2013 or within 15 months from the date of the passing of this resolution if earlier and so that such authority shall be additional to and without prejudice to the unexercised portion of any authorisation and power to allot shares in the Company granted to the Board pursuant to any resolution passed prior to this General Meeting.

By Order of the Board Registered Office: Capita Company Secretarial Services 3rd Floor Company Secretary 11-12 Hanover Street

London W1S 1YQ

Notes:

1. Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the General Meeting. A shareholder may appoint more than one proxy in relation to the General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a shareholder of the Company. To appoint more than one proxy, the proxy form should be photocopied and the name of the proxy to be appointed indicated on each proxy form together with the number of shares that such proxy is appointed in respect of.
1. To be valid any proxy form or other instrument appointing a proxy must be returned by post, by courier or by hand to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, or alternatively, by going to www.eproxyappointment.com and following the instructions provided. All proxies must be appointed by no later than 10.30 a.m. on 12 December 2012.
1. The return of a completed proxy form, other such instrument or any CREST Proxy Instruction (as described in paragraphs 4 to 7 below) will not prevent a member attending the General Meeting and voting in person if he/she wishes to do so.
1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so 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 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.
1. 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 UK & Ireland Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com/CREST). The message, regardless of whether it constitutes the appointment of a proxy or is 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 issuer's agent, Computershare Investor Services PLC (CREST participant ID: 3RA50) no later than 10.30 a.m. on 12 December 2012. 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 Application Host) from which the issuer'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.
1. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. 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, 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 system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
1. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
1. The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with section 146 of the Companies Act 2006 (a ''Nominated Person''). Nominated Persons may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
1. To be entitled to attend and vote at the General Meeting (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the Register of Members of the Company at 6 p.m. on 12 December 2012 (or 6 p.m. on the date which is two days before the time of the adjourned meeting). Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
1. As soon as practicable following the General Meeting, the results of the voting on the special resolution shall be made available on the Company's website, www.trproperty.com, and via a Regulatory Information Service.
1. As at 16 November 2012, the Company's issued share capital consists of 256,225,000 Ordinary Shares of 25 pence each and 123,972,000 Sigma Shares of 12.5 pence each. Therefore the total voting rights in the Company as at 16 November 2012 is

380,197,000. Shareholders are reminded that on a poll vote, the total number of votes cast is calculated according to the NAV per Ordinary Share and the NAV per Sigma Share.

1. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its power as a member provided that they do not do so in relation to the same shares.
1. Any member attending the General Meeting has the right to ask questions. The company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the company or the good order of the meeting that the question be answered.
1. A copy of this notice, and other information required by s311A of the Companies Act 2006, can be found at www.trproperty.com.
1. For persons holding shares through the Alliance Trust Savings share plans, a Form of Direction is enclosed. To be effective, the Form of Direction for use at the meeting and the power of attorney or other authority (if any) under which it is signed, or a duly certified copy of such power or authority, must be completed and returned in accordance with the instructions printed thereon by no later than 10.30 a.m. on 10 December 2012. Persons who hold their shares through share plans other than through the Alliance Trust Savings share plans should contact their share plan provider about their ability to vote at the General Meeting.

Notice of class meeting of Ordinary Shareholders

NOTICE IS HEREBY GIVEN that a class meeting of the Ordinary Shareholders (''Ordinary Shareholders' Meeting'') of TR Property Investment Trust plc (the ''Company'') to be held on 14 December 2012 at 10.30 a.m. (or so soon thereafter as the general meeting of the Company (the ''General Meeting'') may be concluded or adjourned) at F&C Asset Management plc, Exchange House, Primrose Street, London EC2A 2NY, to consider and, if thought fit, pass the following resolution, which will be proposed as a special resolution:

SPECIAL RESOLUTION

THAT

(A) conditional on the admission of the new Ordinary Shares arising pursuant to the conversion of the entire issued Sigma Share capital (the ''Conversion'') described in the circular to Shareholders dated 22 November 2012 (the ''Circular'') to the Official List maintained by the Financial Services Authority and to trading on the London Stock Exchange plc; and the NAV of the Sigma Pool (as defined in the Circular) which would be attributable, on such basis as determined under the Articles of Association as set out in Part I, Appendix I of the Circular, to Sigma Shares on the Calculation Date (as defined in the Circular) being less than £175 million, the Conversion be and is hereby approved and the Board authorised to implement it and to make such arrangements and do such things as it considers appropriate in connection therewith including making such arrangements as it thinks fit to deal with any difference in the total share capital of the Company prior to and after the Conversion, fraction of shares or fractional entitlements arising and selling or buying back such shares or fractional entitlements and retaining the proceeds for the benefit of the Company; and
(B) the passing of the special resolution at the General Meeting be and is hereby approved.

By Order of the Board Registered Office: Capita Company Secretarial Services 3rd Floor Company Secretary 11-12 Hanover Street

London W1S 1YQ

Notes:

^1. Ordinary shareholders are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. An Ordinary shareholder may appoint more than one proxy in relation to the meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be an Ordinary shareholder of the Company. To appoint more than one proxy, the proxy form should be photocopied and the name of the proxy to be appointed indicated on each proxy form together with the number of Ordinary shares that such proxy is appointed in respect of.

^2. To be valid any proxy form or other instrument appointing a proxy must be returned by post, by courier or by hand to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, or alternatively, by going to www.eproxyappointment.com and following the instructions provided. All proxies must be appointed by no later than 10.30 a.m. on 12 December 2012.

^3. The return of a completed proxy form, other such instrument or any CREST Proxy Instruction (as described in paragraphs 4 to 7 below) will not prevent an Ordinary shareholder attending the meeting and voting in person if he/she wishes to do so.

^4. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so 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 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.

^5. 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 UK & Ireland Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com/CREST). The message, regardless of whether it constitutes the appointment of a proxy or is 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 issuer's agent, Computershare Investor Services PLC (CREST participant ID: 3RA50) no later than 10.30 a.m. on 12 December 2012. 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 Application Host) from which the issuer'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.

^6. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. 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, 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 system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

1. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
1. The right to appoint a proxy does not apply to persons whose Ordinary shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with section 146 of the Companies Act 2006 (a ''Nominated Person''). Nominated Persons may, under an agreement between him/her and the Ordinary shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the Ordinary shareholder as to the exercise of voting rights.
1. To be entitled to attend and vote at the meeting (and for the purpose of the determination by the Company of the votes they may cast), Ordinary shareholders must be registered in the Register of Members of the Company at 6 p.m. on 12 December 2012 (or 6 p.m. on the date which is two days before the time of the adjourned meeting). Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
1. As soon as practicable following the meeting, the results of the voting on the special resolution shall be made available on the Company's website, www.trproperty.com, and via a Regulatory Information Service.
1. As at 16 November 2012, the Company's issued share capital consists of 256,225,000 Ordinary Shares of 25 pence each and 123,972,000 Sigma Shares of 12.5 pence each. Therefore the total Ordinary voting rights in the Company as at 16 November 2012 is 256,225,000. Ordinary Shareholders are reminded that on a poll vote, the total number of votes cast is calculated according to the NAV per Ordinary Share.
1. Any corporation which is an Ordinary shareholder can appoint one or more corporate representatives who may exercise on its behalf all of its power as an Ordinary shareholder provided that they do not do so in relation to the same shares.
1. Any Ordinary shareholder attending the meeting has the right to ask questions. The company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the company or the good order of the meeting that the question be answered.
1. A copy of this notice, and other information required by s311A of the Companies Act 2006, can be found at www.trproperty.com.
1. For persons holding Ordinary shares through the Alliance Trust Savings share plans, a Form of Direction is enclosed. To be effective, the Form of Direction for use at the meeting and the power of attorney or other authority (if any) under which it is signed, or a duly certified copy of such power or authority, must be completed and returned in accordance with the instructions printed thereon by no later than 10.30 a.m. on 10 December 2012. Persons who hold their Ordinary shares through share plans other than through the Alliance Trust Savings share plans should contact their share plan provider about their ability to vote at the meeting.

Notice of class meeting of Sigma Shareholders

NOTICE IS HEREBY GIVEN that a class meeting of the Sigma Shareholders of TR Property Investment Trust plc (the ''Company'') to be held on 14 December 2012 at 10.30 a.m. (or so soon thereafter as the class meeting of the Ordinary Shareholders may be concluded or adjourned) at F&C Asset Management plc, Exchange House, Primrose Street, London EC2A 2NY, to consider and, if thought fit, pass the following resolution, which will be proposed as a special resolution:

SPECIAL RESOLUTION

THAT

(A) conditional on the admission of the new Ordinary Shares arising pursuant to the conversion of the entire issued Sigma Share capital (the ''Conversion'') described in the circular to Shareholders dated 22 November 2012 (the ''Circular'') to the Official List maintained by the Financial Services Authority and to trading on the London Stock Exchange plc; and the NAV of the Sigma Pool (as defined in the Circular) which would be attributable, on such basis as determined under the Articles of Association as set out in Part I, Appendix I of the Circular, to Sigma Shares on the Calculation Date (as defined in the Circular) being less than £175 million, the Conversion be and is hereby approved and the Board authorised to implement it and to make such arrangements and do such things as it considers appropriate in connection therewith including making such arrangements as it thinks fit to deal with any difference in the total share capital of the Company prior to and after the Conversion, fraction of shares or fractional entitlements arising and selling or buying back such shares or fractional entitlements and retaining the proceeds for the benefit of the Company; and
(B) the passing of the special resolution at the general meeting of the Company be and is hereby approved.

By Order of the Board Registered Office: Capita Company Secretarial Services 3rd Floor Company Secretary 11-12 Hanover Street

London W1S 1YQ

Notes:

1. To be valid any proxy form or other instrument appointing a proxy must be returned by post, by courier or by hand to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, or alternatively, by going to www.eproxyappointment.com and following the instructions provided. All proxies must be appointed by no later than 10.30 a.m. on 12 December 2012.
1. The return of a completed proxy form, other such instrument or any CREST Proxy Instruction (as described in paragraphs 4 to 7 below) will not prevent an Sigma shareholder attending the meeting and voting in person if he/she wishes to do so.
1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so 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 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.
1. 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 UK & Ireland Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com/CREST). The message, regardless of whether it constitutes the appointment of a proxy or is 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 issuer's agent, Computershare Investor Services PLC (CREST participant ID: 3RA50) no later than 10.30 a.m. on 12 December 2012. 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 Application Host) from which the issuer'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.
1. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST

^1. Sigma shareholders are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. A Sigma shareholder may appoint more than one proxy in relation to the meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a Sigma shareholder of the Company. To appoint more than one proxy, the proxy form should be photocopied and the name of the proxy to be appointed indicated on each proxy form together with the number of Sigma shares that such proxy is appointed in respect of.

1. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
1. The right to appoint a proxy does not apply to persons whose Sigma shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with section 146 of the Companies Act 2006 (a ''Nominated Person''). Nominated Persons may, under an agreement between him/her and the Sigma shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the Sigma shareholder as to the exercise of voting rights.
1. To be entitled to attend and vote at the meeting (and for the purpose of the determination by the Company of the votes they may cast), Sigma shareholders must be registered in the Register of Members of the Company at 6 p.m. on 12 December 2012 (or 6 p.m. on the date which is two days before the time of the adjourned meeting). Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
1. As soon as practicable following the meeting, the results of the voting on the special resolution shall be made available on the Company's website, www.trproperty.com, and via a Regulatory Information Service.
1. As at 16 November 2012, the Company's issued share capital consists of 256,225,000 Ordinary Shares of 25 pence each and 123,972,000 Sigma Shares of 12.5 pence each. Therefore the total Sigma voting rights in the Company as at 16 November 2012 is 123,972,000. Sigma Shareholders are reminded that on a poll vote, the total number of votes cast is calculated according to the NAV per Sigma Share.
1. Any corporation which is a Sigma shareholder can appoint one or more corporate representatives who may exercise on its behalf all of its power as a Sigma shareholder provided that they do not do so in relation to the same shares.
1. Any Sigma shareholder attending the meeting has the right to ask questions. The company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the company or the good order of the meeting that the question be answered.
1. A copy of this notice, and other information required by s311A of the Companies Act 2006, can be found at www.trproperty.com.
1. For persons holding Sigma shares through the Alliance Trust Savings share plans, a Form of Direction is enclosed. To be effective, the Form of Direction for use at the meeting and the power of attorney or other authority (if any) under which it is signed, or a duly certified copy of such power or authority, must be completed and returned in accordance with the instructions printed thereon by no later than 10.30 a.m. on 10 December 2012. Persons who hold their Sigma shares through share plans other than through the Alliance Trust Savings share plans should contact their share plan provider about their ability to vote at the meeting.

AI assistant

TR Property Investment Trust PLC — Proxy Solicitation & Information Statement 2012

5210_rns_2012-11-22_3d460a4a-38e7-4a51-81d6-573395843993.pdf

TR PROPERTY INVESTMENT TRUST PLC

Proposed amendment to the Articles of Association and conversion of Sigma Shares into Ordinary Shares and related Notice of a General Meeting and Notices of Class Meetings

Shareholder Circular

Your vote is important to the Company

EXPECTED TIMETABLE

CONTENTS

ACTION TO BE TAKEN

PART I

LETTER FROM THE CHAIRMAN TR PROPERTY INVESTMENT TRUST PLC

Introduction

Background to the Proposal

Proposal

Benefits of the Conversion

Benefits for all Shareholders

Benefits for Ordinary Shareholders

Benefits for Sigma Shareholders

Payment of the upcoming interim dividend

Illustrative financial effects of the Conversion

Key features of the Ordinary Shares and the Sigma Shares

The Articles Amendment and the adoption of the New Articles

Deferred Shares and bonus shares

Additional considerations and risks associated with the Conversion

Shareholder approval

Tax

Company's investment trust status

Individual Shareholders

Costs

Action to be taken

Shareholders

Plan Participants

Further information

Recommendation

PART II

FURTHER DETAILS OF THE CONVERSION

Capital structure

Mechanics of the Conversion

The Management Agreements

Prior to the Conversion

Following the Conversion

Calculations of value

Admission and dealings in Ordinary Shares and suspension and cancellation of Sigma Shares

Share certificates and CREST

DEFINITIONS

Appendix 1

Part I: Summary of the Amended Articles

Part II: Summary of the New Articles

Appendix 2

Summary of the key features of the Ordinary Share class and the Sigma Share class as at the Latest Practicable Date

Ordinary Shares

Market Capitalisation

Investment Objective

Investment Policy

Benchmark Index

Size and distribution of the Ordinary Share class

Borrowing restrictions

Portfolio

Management

Dividend

Currency

Ordinary Management Fee and Ordinary Performance Fee

Sigma Shares

Market Capitalisation

Investment objective

Investment policy

Benchmark Index

Size and distribution of the Sigma Share class

Borrowing restrictions

Portfolio

Dividend

Currency

Management

Sigma Management Fee and Sigma Performance Fee

Appendix 3

Significant Shareholdings

Part I Top 40 Ordinary Pool Shareholdings as at the Latest Practicable Date

Part II Top 40 Sigma Pool Shareholdings as at the Latest Practicable Date

Part III Pro-forma of the top 40 Shareholdings of the Company following the Conversion assuming it had been implemented on the Latest Practicable Date

TR Property Investment Trust PLC Proxy Solicitation & Information Statement 2012