VALUE AND INDEXED PROP INC TRUST — AGM Information 2021

Jul 23, 2021

THE COMPANIES ACT 2006

VALUE AND INDEXED PROPERTY INCOME TRUST PLC

(Registered in Scotland No. SC050366)

ANNUAL GENERAL MEETING RESOLUTIONS

At the Annual General Meeting of Value and Indexed Property Income Trust PLC duly convened and held at the offices of Maven Capital Partners UK LLP, First Floor Kintyre House, 205 West George Street, Glasgow G2 2LW on Friday, 23 July 2021 at 12.30pm the following resolutions were passed:

Ordinary Resolution

11. Authority to Allot Shares

That, in substitution for any existing authority, but without prejudice to the exercise of any such authority prior to the date hereof, the Directors of the Company be and are hereby generally and unconditionally authorised pursuant to and in accordance with Section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company ("Securities") provided that such authority shall be limited to the allotment of shares and the grant of rights in respect of shares with an aggregate nominal value of up to £435,574 (being approximately 10% of the nominal value of the issued share capital (excluding treasury shares) of the Company, as at the date of the 2021 Annual General Meeting) provided that such authorisation expires (unless previously extended or renewed, varied or revoked by the Company in general meeting) at the conclusion of the next Annual General Meeting of the Company in 2022 or on the expiry of 15 months from the passing of this Resolution, (whichever is earlier) save that the Company may, at any time prior to the expiry of this authority, make offers or agreements which would or might require such Securities to be allotted or granted after such expiry and the Directors may make such offers or agreements as if such expiry had not occurred.

Special Resolutions

12. Disapplication of Pre-emption Rights

That, subject to the passing of Resolution 11 set out above, and in substitution for any existing power but without prejudice to the exercise of any such power prior to the date hereof, the Directors of the Company be and are hereby generally empowered, pursuant to Sections 570 and 573 of the Companies Act 2006 ("the Act"), to allot equity securities (as defined in Section 560 of the Act) for cash pursuant to the authority conferred on them by Resolution 11 or by way of a sale of treasury shares (within the meaning of section 560(3) of the Act) as if Section 561(1) of the Act did not apply to any such allotment provided that this power shall be limited to the allotment of equity securities:

• (i) (otherwise than pursuant to sub-paragraph (ii) below) up to an aggregate nominal value of £435,574 (being 10% of the nominal value of the issued share capital as at the Notice of the 2021 Annual General Meeting); and
• (ii) in connection with an offer of such equity securities by way of rights issue, open offer or other preemptive offer in favour of all holders of Ordinary Shares where the equity securities respectively attributable to the interests of all such holders are either proportionate (as nearly as may be) to the respective number of Ordinary Shares held by them on a record date fixed by the Directors (subject to such exclusions, limitations restrictions or other arrangements as the Directors consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in or under the laws of, or requirements of, any regulatory body or any stock exchange in any territory or otherwise howsoever); and shall expire (unless previously renewed, varied or revoked by the Company in general meeting) at the conclusion of the Annual General Meeting of the Company in 2022, or on the expiry of 15 months from the passing of this Resolution, (whichever is earlier), save that the Company may, at any time prior to the expiry of such authority, make offers or agreements before such expiry which would or might require equity securities to be allotted after such expiry and the Directors may make such offers or agreements as if such expiry had not occurred.

13. Authority to Make Market Purchases of Shares

That, the Directors be and are hereby generally and unconditionally authorised, for the purposes of Section 701 of the Companies Act 2006 (the "Act"), to make one or more market purchases (within the meaning of Section 693(4) of the Act) of fully paid Ordinary Shares of 10p each in the capital of the Company ("Ordinary Shares") on such terms as the Directors of the Company think fit, either for retention as treasury shares for future reissue, resale, transfer or cancellation, provided that:

• (i) the maximum aggregate number of Ordinary Shares hereby authorised to be purchased shall be 6,529,263 Ordinary Shares, representing 14.99% of the issued ordinary share capital of the Company as at the date of the passing of this Resolution;
• (ii)
• (iii) the maximum price (exclusive of expenses) which may be paid for an Ordinary Share shall be the higher of:
  • (a) 105% of the average of the middle market quotations of the Ordinary Shares (as derived from the Daily Official List of the London Stock Exchange) for the five business days immediately preceding the date of purchase; and
  • (b) the higher of the price of the last independent trade in Ordinary Shares and the highest current independent bid for Ordinary Shares on the London Stock Exchange; and
• (iv) unless previously varied, revoked or renewed, the authority hereby conferred shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2022 or on the expiry of 15 months from the passing of this Resolution, (whichever is the earlier) save that the Company may at any time prior to such expiry, enter into a contract or arrangement to purchase Ordinary Shares under this authority which will or might be completed wholly or partly after the expiration of this authority and may make a purchase of shares pursuant to any such contract or arrangement; and
• (v) any Ordinary Shares so purchased shall be cancelled or, if the Directors so determine and subject to the provisions of the Act any applicable regulations of the UK Listing Authority, be held or otherwise dealt with as permitted by the Companies Act 2006 as Treasury Shares.

14. Notice of General Meeting

That, a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.

Certified a true copy

For Value and Indexed Property Income Trust PLC Mairen Capital Partners UK LLP, SECRETARY

SECRETARY Lisa Scott AUTHORISED SIGNATORY

Auly 262 ISED SIGNATORY

CERTIFIED A TRUE COPY