Notice of Annual General Meeting

Directors:

Michael O'Donnell (Non-executive Chair)

Peter Williams (Non-Executive Director)

Roderick Day (Non-Executive Director)

Dear Shareholder,

NOTICE OF ANNUAL GENERAL MEETING Whilst the following paragraphs will deal with the technical requirements for the holding of the Company's 2025 annual general meeting (the "Annual General Meeting" or "AGM") and the nature of the business to be proposed, I would like to emphasise the significant progress the Company has made in the past six months. During this period, the Managed Wind Down strategy was approved by shareholders; the Scottish Widows loans and additional fees were fully repaid and the remaining property portfolio launched for sale. The publication of the significantly overdue audited financial statements for the years ended 31 August 2022 and 31 August 2023 marked the stepping down of Lynne Fennah, Marlene Wood, Simon Moore and Peter Cardwell from the Board. They will continue to assist the Company when necessary, on historic legal and regulatory matters and Lynne Fennah will be employed on a part-timebasis to provide additional support in relation to these matters.

As announced on 14 January 2025, the unaudited interim results for the periods to 28 February 2023 and 29 February 2024 (the "Historical Accounts") have been prepared in parallel. The Group intends to publish the remaining Historical Accounts and the audited annual results for the year ended 31 August 2024 during Q1 2025. The Board and AEW UK Investment Management LLP ("AEW") remain committed to the restoration of trading in the Company's ordinary shares as soon as

is practically possible. Following publication of all the outstanding financial results and application to the FCA for restoration of the Company's listing, the Board is anticipating that trading in the Ordinary Shares will resume in the first half of 2025.

We recognise shareholders may have concerns in respect of the audited financial statements for the year ended 31 August 2023, namely that the Group's auditor's limitations of scope in respect of the Consolidated Statement of Comprehensive Income and the Consolidated Statement of Cash Flows as a result of an inability to obtain sufficient audit evidence

Registered Office: 4th Floor

140 Aldersgate Street

London

United Kingdom

EC1A 4HY

resulting from the disclaimer on the Consolidated Statement of Financial Position as at 31 August 2022. We do of course acknowledge this, however, we would ask shareholders to take account of the unprecedented nature of the challenges the Company has faced in preparing its annual results, which include:

• unknown condition of the properties, which resulted in a lengthy process of internal inspections over a period of ten months from August 2023 to May 2024;
• substantial challenges with underlying tenants which included arrears, tenant liquidations and inability to access properties;
• contracts which were unenforceable on counter parties requiring changes to the conclusions reached on accounting for acquisitions;
• the termination of the investment adviser agreement with Alvarium Home REIT Advisors Limited as well as the AIFM agreement with Alvarium Fund Management Limited;
• a potential threatened group litigation action against the Company and the directors in office at the time that the shares were suspended;
• a demand by the Company's lender, Scottish Widows, for the repayment of its loans;
• the completion of a valuation report by a new valuer which resulted in substantial properties being valued on a vacant possession basis; and
• the commencement of an FCA investigation into the Company.

The above factors have resulted in a near two-year project to stabilise the Company's investment portfolio and financial position and, in conjunction, prepare financial information for the years ending

31 August 2022, 2023 and the outstanding 2024, with the objective of restoring the Company's shares to trading.

Due to the number of challenges the Company has faced, this has unfortunately led to the disclaiming of an audit opinion by the Company's auditors, BDO LLP, on the 2022 financial statements and the Consolidated Statement of Comprehensive Income and Consolidated Statement of Cash Flows for 2023, despite the very considerable effort and resources the Company has directed towards addressing these matters.

AEW remains focused on successfully executing the sale of the Company's investments and further updates will be made on this at the appropriate juncture. At this stage we can confirm there has been considerable interest in the portfolio. As the remaining portfolio sale progresses, the Company will, at the appropriate time, provide more detail on the intended mechanism and timing to return capital to shareholders with resolution 10 and 11 (further detail below) proposed to facilitate this. Whilst the Company will seek to return capital upon completion of the realisation strategy, we remind shareholders that the ability to make distributions may be constrained whilst the Company faces potential group litigation and an FCA investigation. The Company expects to also retain capital to meet corporate costs and allow it to pursue legal action against those it considers responsible for wrongdoing against

the Company.

The Board is cognisant of Directors' remuneration which reflects the additional work the Board has and continues to undertake resulting from the unprecedented challenges the Company has faced including continued regular oversight during the Managed Wind Down and finance meetings with respect to the now repaid debt and the historical accounts. Whilst my own remuneration includes an additional element, which diverges from the Investment Association's Principles of Remuneration, in not being subject to performance conditions or clawback, this element is in respect of the extra services I have and continue to carry out and the time commitment involved, which are atypical for a role of this nature as permitted under the Company's Directors' Remuneration Policy. At the end of December 2024, the additional fee was reduced by 25 per cent. to reflect the reduced workload and is reviewed regularly by the Board against my workload and time commitment.

NOTICE OF ANNUAL GENERAL MEETING

The AGM will be held at the offices of FTI Consulting at 200 Aldersgate Street, London, EC1A 4HD at

10.30 a.m. on Thursday, 20 February 2025. The notice of the Annual General Meeting (the "Notice of AGM"), together with the Notes to the Notice of AGM, can be found on pages 8 to 11 of this document.

BUSINESS OF THE ANNUAL GENERAL MEETING The Board is proposing 12 resolutions :

Resolution 1: Report and Accounts

The Directors are required to present to the meeting the audited accounts and the reports of the Directors and the auditors for the financial year ended 31 August 2023. The Directors ask that the shareholders receive and consider the financial statements and reports.

Resolution 2: Directors remuneration report

The Act requires the Company to produce a yearly report on the Directors' remuneration and to put an annual resolution to the shareholders for the approval of that report. The Directors' remuneration report for the year ended 31 August 2023, for which approval is sought, is set out on pages 72 to 75 of the Annual Report. In accordance with the legislation, this vote will be advisory.

Resolution 3: Directors' Remuneration Policy This resolution is being proposed in relation to the Directors' Remuneration Policy for the period ended 31 August 2023 (the "Policy") contained on pages 74 to 75 of the Annual Report. The vote on the Policy is a binding one. If passed, the Policy will take effect immediately from the end of the AGM and will apply until replaced by a new or amended policy. Once the Policy is effective, the Company will not be able to make payments to a Director other than in accordance with the Policy. The Policy is intended to be put forward for shareholder approval every three years, as required by the Act. If the Company wishes to change the Policy,

it will need to put the revised policy to a vote again before it can implement a new policy. If the Policy is not approved by the shareholders for any reason, the Company will, if and to the extent permitted to do so under the Act, continue to make payments to Directors in accordance with the Company's existing policy on Directors' remuneration and will seek shareholder approval for a revised policy as soon as practicable.

Resolutions 4 to 6 (inclusive): Re-election of Directors In accordance with the UK Corporate Governance Code, all of the Directors in office must retire at each Annual General Meeting of the Company. The Board is of the view that each Director who is standing for re-electionbrings skills and experience to the Board as a whole which will be important for the Company's continued operation. Further detail of each Director, their skills, experience and contribution is set out on pages 44 to 45 of the Annual Report, and the Board believes this information is sufficient to enable you to make an informed decision on the proposed re-electionof the Directors.

Resolutions 7 and 8: Appointment of Auditors

The Company is required to appoint auditors at each general meeting at which accounts are laid before the Company, to hold office until the end of the next such meeting. On the recommendation of the Audit Committee, the Board proposes in Resolution 7 the re-appointment of BDO LLP and, in accordance with standard practice, Resolution 8 gives authority for the Audit Committee of the Board to determine the remuneration to be paid to the auditors.

Resolution 9: Market share buyback authority This resolution seeks authority from shareholders to make market purchases of its own shares. The Directors wish to retain the flexibility to utilise this authority, but the primary method to return capital to shareholders at the current time is expected to be via one or more tender offers, as further described below. The Directors only intend to exercise this authority when, after considering market conditions prevailing at the time, they believe that the effect of such exercise would be in the best interests of shareholders as a whole. The extent of the authority being sought is limited to 14.99% of the Company's issued share capital.

Resolution 10: Authority for tender offers

In order to provide a mechanism for the future return of capital to shareholders in a tax efficient manner, the Company is seeking authority from shareholders to undertake one or more tender offers, with the maximum number of shares which may be purchased pursuant to such tender offers being equal to 100 per cent. of the issued share capital of the Company. This authority will grant the Company the authority to make one or more tender offers over a period of 18 months from the passing of the resolution. The terms of any such tender offer (if used), and the process for accepting any such tender offer, would be set out in a separate circular which would be sent to shareholders.

Resolution 11: Cancellation of share premium account In order to provide the Company with the required distributable reserves to make distributions, and

to allow the Company to meet the requirements of the Act to make distributions, it is necessary for the Company to cancel the amount currently standing to the credit of its share premium account. The first step in this process is for shareholders to pass an appropriate resolution to cancel the share premium account. The Board would like to emphasise that without the passing of this resolution, the Company will not be able to make distributions to shareholders. Following the passing of the resolution, the Company is intending to make the required Court application for Confirmation and approval of the cancellation of the share premium account and the creation of a resulting special distributable reserve.

Resolution 12: Notice period for general meetings other than AGMs

The articles of association of the Company enable the Company to call general meetings (other than Annual General Meetings) on 14 clear days' notice.

The Act increases this period to 21 clear days unless shareholders have approved a shorter period, which cannot be less than 14 clear days. Resolution 12 seeks such approval and will be effective until the Company's next annual general meeting when it is intended that a similar resolution will be proposed. The Company will also need to meet the Act's requirements for electronic voting before it may call a general meeting on 14 clear days' notice.

RECOMMENDATION

The Board considers that it is in the best interests of the Company and its shareholders as a whole to approve the 12 resolutions to be tabled at the forthcoming Annual General Meeting. Taken together they ensure the Company complies with its Articles and provide the necessary legal framework to execute the Company's strategy of returning capital to Shareholders when that becomes possible. Accordingly, the Board unanimously recommends that shareholders vote in favour of the resolutions to be proposed at the Annual General Meeting. The Directors were all appointed during 2024 and do not hold Ordinary Shares, as such, they are not able to vote in favour of the resolutions.

Yours faithfully

Michael O'Donnell

Chair

27 January 2025

1. That, in addition to the authority given to the Company to purchase its own Ordinary Shares pursuant to resolution 9 set out above and in accordance with the terms and conditions of the tender offer(s) which may be set out in one or more circulars to be sent electronically or, if requested, in hard copy form to shareholders, the Company be and is hereby authorised for the purpose of section 701 of the Act to make market purchases (within the meaning of section 693(4) of the Act) of its issued Ordinary Shares either for cancellation or for retention as treasury shares, provided that:
2. 1. the maximum number of Ordinary Shares hereby authorised to be purchased pursuant to one or more tender offer(s) is 790,570,465 representing 100 per cent. of the issued share capital of the Company (excluding treasury shares) as at the date of the passing of this resolution;
   2. the price which shall be paid for an Ordinary Share pursuant to any tender offer made by the Company under the authority conferred hereby shall be an amount equal to the most current net asset value per Ordinary Share (audited or unaudited) published by the Company as at the latest practicable date prior to the announcement of such tender offers; and
   3. the authority hereby conferred shall expire on the date being 18 months from the date of passing of this resolution, unless previously revoked, varied, extended or renewed by the Company in a general meeting save that the Company may, prior to such expiry, enter into a contract to purchase Ordinary Shares which will or may be completed or executed wholly or partly after the expiration of such authority and may make a purchase of Ordinary Shares pursuant to any such contract.
3. That the amount standing to the credit of the share premium account of the Company as at the date this resolution is passed be cancelled.
4. That a General Meeting of the Company other than an Annual General Meeting may be called on not less than 14 clear days' notice.

By order of the Board

Apex Fund and Corporate Services (UK) Limited

Company Secretary

27 January 2025

Registered Office: 4th Floor

140 Aldersgate Street London, United Kingdom EC1A 4HY

Notes to the Notice of AGM:

1. Only holders of Ordinary Shares are entitled to attend and participate in the Annual General Meeting or any adjournment(s) thereof. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, as amended and/or for the purposes of section 360B of the Act, the Company specifies that only those shareholders registered on the Register of Members of the Company as at close of business on Tuesday,
   18 February 2025 (or, in the event that the meeting is adjourned, only those shareholders registered on the Register of Members of the Company as at close of business on the day which is two days (excluding non-working days) prior to the adjourned meeting) shall be entitled to attend in person or by proxy and vote at the Annual General Meeting in respect of the number of Ordinary Shares registered in their name at that time. Changes to entries on the Register
   of Members after that time shall be disregarded in determining the rights of any person to attend or vote at the meeting.
2. Proxies
3. 1. Right to appoint proxies
      Pursuant to section 324 of the Act, a member entitled to attend and vote at the Annual General Meeting may appoint one or more persons as their proxy or proxies to attend, speak and vote on their behalf at the meeting or at any adjournment of it. If multiple proxies are appointed, they must not be appointed in respect of the same Ordinary Shares. If a proxy appointment is submitted without indicating how the proxy should vote on any resolution, the proxy will exercise their discretion as to whether and, if so, how they vote.
      A proxy need not be a member of the Company but must attend the meeting in person for the member's vote to be counted. The appointment of a proxy will not preclude a shareholder from attending and voting in person at the Annual General Meeting or at any adjournment thereof. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's Register of Members in respect of the joint holding (the first named being the most senior).

If a member submits more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

1. Proxies' right to vote at the Annual General Meeting
   On a vote on a show of hands, each proxy has one vote. If a proxy is appointed by more than one member and all such members have instructed the proxy to vote in the same way, the proxy will only be entitled, on a show of hands, to vote "For" or "Against" as applicable. If a proxy is appointed by more than one member, but such members have given different voting instructions, the proxy may, on a show of hands, vote both "For" and "Against" in order to reflect the different voting instructions.
   On a poll, all or any of the voting rights of the member may be exercised by one or more duly appointed proxies. However, where a member appoints more than one proxy, section 285(4) of the Act does not authorise the exercise by the proxies taken together of more extensive voting rights than could be exercised by the member in person.
2. Appointment of proxies
3. 1. If you would like to appoint a proxy you may do so:
   2. • by logging on to www.signalshares.com and following the instructions;
      • by requesting a hard copy form of proxy directly from the Company's Registrar, MUFG Corporate Markets;
      • in the case of CREST members, by utilising the CREST electronic proxy appointment service; or
      • if you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform at www.proxymity.io.

1. To be effective, the proxy appointment must be submitted at www.signalshares.com so as to have been received by the Company's Registrar not less than 48 hours (excluding weekends and public holidays) before the time appointed for the meeting or any adjournment of it. By registering on the Signal Shares portal at www.signalshares.com, you can manage your shareholding, including:
2. • casting votes;
   • changing your dividend payment instruction;
   • updating your address; and
   • selecting your communications preferences.
3. If you need help with appointing a proxy online, or require a paper form of proxy, please contact the Company's Registrar, MUFG Corporate Markets, by email at shareholderenquiries@cm.mpms.mufg.com or by telephone on 0371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the UK will be charged at the applicable international rate. The Registrar is open between 9.00 a.m. and 5.30 p.m., Monday to Friday (excluding public holidays in England and Wales).
   If a paper form of proxy is requested from the Registrar, it should be completed and returned to MUFG Corporate Markets, PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL to be received not less than 48 hours before the time of the meeting (excluding weekends and public holidays) or any adjournment of it. In the case of a shareholder which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or other authority under which the proxy is signed (or a duly certified copy of such power or authority) must be returned to the Company's Registrar, MUFG Corporate Markets with the form of proxy.
4. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for this meeting and any adjournment thereof by following the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed
   (a) voting service provider(s), should refer

to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & International Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual (available via www.euroclear.com). The message, in order to be valid, must be transmitted so as to be received by the Company's agent (ID number RA10) by the latest time for receipt of proxy appointments specified above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & International Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation

to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed (a) voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

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. 1. 1. If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged not less than
         48 hours (excluding weekends and public holidays) before the time appointed for the meeting or any adjournment of it in order to be considered valid. Before you can appoint a proxy via this process, you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.
   2. Termination of proxies
      A member may terminate a proxy's authority at any time before the commencement of the Annual General Meeting. Termination must be provided in writing and submitted to MUFG Corporate Markets.
2. It should be noted that a vote withheld is not a vote in law and will not be counted in the calculation
   of the proportion of the votes "For" or "Against" a resolution.
3. A person to whom this notice is sent who is a person nominated under section 146 of the Act to enjoy information rights (a "Nominated Person") may, under an agreement between them and the shareholder by whom they were nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Annual General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, they may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights. The statements of the rights of shareholders in relation to the appointment of proxies in Note 2 above do not apply to a Nominated Person. The rights described in that Note can only be exercised by registered shareholders of the Company.

1. As at 22 January 2025, being the latest practicable date prior to the publication of this Notice of AGM, the Company's issued share capital amounted to 790,570,465 Ordinary Shares carrying one vote each. No Ordinary Shares were held in treasury. Therefore, the total number of voting rights on that date was 790,570,465.
2. In accordance with section 319A of the Act, the Company must cause any question relating to the business being dealt with at the meeting put by a shareholder attending the meeting to be answered. No such answer need be given if:
3. 1. to do so would interfere unduly with the preparation for the meeting, or involve the disclosure of confidential information;
   2. the answer has already been given on a website in the form of an answer to a question; or
   3. it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
4. A person authorised by a corporation is entitled to exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual shareholder of the Company. On a vote on a resolution on a poll, if more than one authorised person purports to exercise a power in respect of the same Ordinary Shares: (i) if they purport to exercise the power in the same way as each other, the power is treated as exercised in that way; or (ii) if they do not purport to exercise the power in the same way as each other, the power is treated as not exercised. To be able to attend and vote at the meeting, corporate representatives will be required to produce prior to their entry to the meeting evidence satisfactory to the Company of their appointment. Corporate shareholders can also appoint one or more proxies in accordance with Note 2.
5. Any person holding 3 per cent. or more of the total voting rights of the Company who appoints a person other than the Chair of the meeting as their proxy is to ensure that both they and their proxy comply with their respective disclosure obligations under the UK Disclosure Guidance and Transparency Rules.