AGM (Notice of Annual General Meeting 2025)

NOTICE OF ANNUAL GENERAL MEETING 2025

Cloak Lane

Cannon Street

Lombard Street

King William St.

Queen Street

Gracechurch St.

Gracechurch St.

Martin Lane

Bush Lane

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant or other independent professional adviser who, if you are taking advice in the United Kingdom, is duly authorised under the Financial Services and Markets Act 2000, or an appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom.

If you have sold or transferred all of your ordinary shares in NewRiver REIT plc, you should pass this document, as soon as possible, to the purchaser or transferee or to the person through whom the sale or transfer was made for transmission to the purchaser or transferee.

In line with our sustainability commitment, we will not be issuing hard copy forms of proxy for the AGM in the post. Instead, you may appoint a proxy online at https://uk.investorcentre.mpms.mufg.com. We request that you submit your vote online via Investor Centre at https://uk.investorcentre.mpms.mufg.com. If you have not done so already, you will need to register your account using your Investor Code, which can be found on your share certificate. Alternatively, you may request a paper form of proxy from our Registrar, MUFG Corporate Markets, and details of how to contact them are set out in the Notice of AGM.

(a company incorporated in England & Wales with registered number 10221027)

Lynn Fordham (Chair) Allan Lockhart

Will Hobman Alastair Miller Dr Karen Miller Charlie Parker Colin Rutherford

Registered office 89 Whitfield Street London

W1T 4DE

27 June 2025

This document contains the notice ("Notice") of the Annual General Meeting ("AGM" or "Annual General Meeting") of NewRiver REIT plc (the "Company" or "NewRiver") and the resolutions to be proposed at the AGM (the "Resolutions"), which is to be held at the offices of CMS

Cameron McKenna Nabarro Olswang LLP ("CMS"), Cannon Place, 78 Cannon Street, London, EC4N 6AF on Thursday 31 July 2025 at 10 a.m.

We recognise that some shareholders may prefer not to attend the AGM in person so we have made provision for shareholders to submit questions to the Board on the business of the meeting. To submit questions in advance of the AGM, questions should be emailed to info@nrr.co.uk by no later than 12.30 p.m. on 29 July 2025. We will publish answers to such questions, to the extent we consider appropriate, on our website. Please note that some questions may be grouped together.

The Notice is set out on pages 7 to 15 of this document, detailing the Resolutions that the shareholders are being asked to vote on, with explanatory notes of the business to be conducted at the AGM set out in this document.

Your vote is important to us and you are encouraged to vote either in advance of the AGM or in person on the day. If you will not be attending the AGM, please vote your shares by appointing a proxy. Details of how to submit proxy instructions are set out on pages 6 and 11.

If the chair of the AGM is appointed as proxy he or she will, of course, vote in accordance with any instructions given. If he or she is given discretion as to how to vote, he or she will vote in favour of each of the Resolutions.

The purpose of the Annual General Meeting is to seek shareholders' approval to pass the Resolutions within this Notice of AGM. Resolutions 1 to 13 (inclusive) and 18 will be proposed as ordinary resolutions and resolutions 14 to 17 (inclusive) will be proposed as special resolutions.

Details of the items of business to be proposed at the Annual General Meeting are set out below:

Resolution 1 relates to the Directors' Report and the Auditor's Report and the Financial Statements for the year ended 31 March 2025. The Company is required to put an ordinary resolution to shareholders to receive the Directors' Report, the Auditor's Report and the Financial Statements.

Resolution 2 is an ordinary resolution to approve the Annual Remuneration Report contained within the Company's 2025 Annual Report, which states how the Company has remunerated its Directors. Section 439 of the Companies Act 2006 (the "Act") requires UK incorporated listed companies to put their Annual Remuneration Report to an advisory vote. As the vote is advisory, it does not affect the actual remuneration paid to any individual Director. The Annual Remuneration Report is set out in full on pages 145 to 156 of the 2025 Annual Report.

Resolution 3 deals with the approval of the final dividend for the year ended 31 March 2025. It is intended that the final dividend will be paid as a Property Income Distribution.

Resolutions 4 to 10 deal with the re-election of the Directors. Each of the Directors of the Company is putting themselves forward

for re-election, in line with the requirements of the Articles of Association of the Company and the UK Corporate Governance Code. The Board considers that each Director continues to make a valuable contribution to the Board's deliberations and continues to demonstrate the requisite level of commitment. The Nomination Committee has reviewed the independence of each Non-Executive Director and determined that they are all independent in character and judgement and there are no relationships or circumstances which are likely to

affect the judgement of any of the Non-Executive Directors. Biographies of each Director can be found on pages 9 and 10 of this document.

Forvis Mazars LLP ("Forvis Mazars") has expressed its willingness to continue to act as the Auditor of the Company. Resolution 11 proposes Forvis Mazars' re-appointment. Resolution 12 authorises the Audit Committee to determine the Auditor's remuneration.

This Resolution will be proposed as an ordinary resolution and it empowers the Directors for the purposes of section 551 of the Act to allot new shares and grant rights to subscribe for, or convert other securities into, shares of the Company up to £1,590,280 in nominal amount, being approximately one-third of the total issued share capital of the Company (excluding any shares held in treasury), as at 20 June 2025, (being the latest practicable date prior to the publication of this Notice). If the Resolution is passed, the authority will expire on 31 October 2026 or at the end of the Company's annual general meeting in 2026, whichever is the earlier.

Under current UK institutional shareholder guidance, a UK listed company may seek authority to issue further shares up to an aggregate of two-thirds of its current issued share capital in connection with a rights issue, open offer or other pre-emptive offer to existing shareholders. This is in line with the latest share capital management guidelines issued by the Investment Association. The Directors believe that the Company should have the flexibility to issue the additional shares should the right circumstances present themselves to warrant such an issue. Accordingly, Resolution 13 provides for them to be able to do this.

The Act prescribes certain pre-emption rights under which, if the Company issues new shares, or grants rights to subscribe for or to convert any security into shares, for cash or sells any treasury shares for cash, it must first offer them to existing shareholders in proportion to their current holdings.

In November 2022, the Pre-Emption Group updated their Statement of Principles (the "Pre-Emption Group's Principles") to, amongst other things, support companies seeking authority to issue for cash equity securities otherwise than in connection with a pre-emptive offer representing:

1. no more than 10 per cent. of issued ordinary share capital whether or not in connection with an acquisition or a specified capital investment (a general disapplication);

2. no more than an additional 10 per cent. of issued ordinary share capital, provided that it is intended to be used only in connection with an acquisition or specified capital investment which is announced contemporaneously with the issue, or which has taken place in the preceding twelve-month period and is disclosed in the announcement of the issue; and

3. in the case of both (i) and (ii), up to an additional 2 per cent. of issued ordinary share capital in connection with a follow-on offer to retail investors or existing investors not allocated shares in the offer.

   Resolution 14 will be proposed as a special resolution and it empowers the Directors to allot shares of the Company and/or to sell shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale:

   1. in connection with a rights issue, open offer or other pre-emptive offer to existing shareholders; and

   2. otherwise than in connection with a rights issue, open offer or other pre-emptive offer to existing shareholders, up to a maximum nominal value of £477,084, representing approximately 10 per cent. of the total issued share capital of the Company (excluding any shares held in treasury), as at 20 June 2025 (being the latest practicable date prior to the publication of this Notice).

If the Resolution is passed, the authority will expire on 31 October 2026 or at the end of the Company's annual general meeting in 2026, whichever is the earlier.

The Company intends to adhere to the provisions in the Pre-Emption Group's Principles and intends not to allot shares for cash on a non-pre-emptive basis pursuant to the authority in Resolution 13 in excess of an amount equal to 10 per cent. of the total issued share capital of the Company (excluding any shares held in treasury).

The Directors are also authorised to issue up to an additional 2 per cent. of the Company's issued share capital in connection with a follow-on offer as referred to in paragraph (iii) above. This disapplication authority is in line with the Pre-Emption Group Principles. The Directors confirm their intention to follow the Pre-Emption Group Principles in advance of exercising their authority under Resolution 14.

Resolution 15 will be proposed as a special resolution and it empowers the Directors, in addition to the authority to be granted pursuant to Resolution 14, to allot shares of the Company and/or to sell shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale and is:

1. limited to the allotment of equity securities or sale of treasury shares up to a maximum nominal value of £477,084, representing approximately 10 per cent. of the total issued share capital of the Company (excluding any shares held in treasury), as at 20 June 2025 (being the latest practicable date prior to the publication of this Notice); and

2. to be used only for the purposes of financing (or refinancing, if the authority is to be used within twelve months after the original transaction) a transaction which the Directors determine to be an acquisition or specified capital investment of a kind contemplated by the Pre-Emption Group's Principles.

3. Together with Resolution 14 (if passed), this would give the Directors authority to allot shares for cash and/or sell treasury shares of up to 20 per cent. of the issued share capital of the Company on a non-pre-emptive basis. The Directors confirm that they will only allot shares pursuant to this authority where the allotment is in conjunction with an acquisition or specified capital investment (as defined in the Pre-Emption Group's Principles) which is announced contemporaneously with the allotment or sale, or which has taken place in the preceding twelve-month period and is disclosed in the announcement of the allotment or sale.

4. The Directors are also authorised to issue up to an additional 2 per cent. of the Company's issued share capital in connection with a follow-on offer as referred to in paragraph (iii) in Resolution 14 above. If the Resolution is passed, the authority will expire on 31 October 2026 or at the end of the Company's annual general meeting in 2026, whichever is the earlier.

5. In line with the Investment Association's Share Capital Management Guidelines, this authority to dis-apply the statutory pre-emption rights in respect of a share issue or sale of treasury shares connected with an acquisition or specified capital investment is being presented as a separate resolution to Resolution 14.

6. This disapplication authority is in line with the updated Pre-Emption Group Principles. The Directors confirm their intention to follow the Pre-Emption Group Principles in advance of exercising their authority under Resolution 15. The Directors wish to ensure that the Company has maximum flexibility in managing the Group's capital resources should the circumstances present themselves to warrant such an issue.

Under this Resolution, which will be proposed as a special resolution, the Company will be given power to make purchases in the market of its own ordinary shares provided that (i) the maximum number of shares which may be purchased is 47,708,400, being approximately

10 per cent. of the Company's total issued share capital (excluding shares held in treasury) as at 20 June 2025, being the latest practicable date prior to the date of this Notice; (ii) the minimum price which may be paid for a share is one penny, being the nominal value of an ordinary share; and (iii) the maximum price which may be paid for a share is an amount equal to the higher of (a) 105 per cent. of the average of the mid-market quotations for a share for the five business days immediately preceding the date on which any share is purchased or (b) the higher of the price of the last independent trade and the highest current bid on the trading venue where the purchase is carried out. If the Resolution is passed, the authority will expire on 31 October 2026 or at the end of the Company's annual general meeting in 2026, whichever is the earlier.

As at 20 June 2025 (being the latest practicable date prior to the publication of this Notice) there were options and deferred bonus shares outstanding in respect of 11,957,783 ordinary shares, in aggregate.

If the outstanding options and deferred bonus shares were exercised and converted, they would represent 2.51 per cent. of the 477,084,008 ordinary shares of the Company in issue as at 20 June 2025, the date of the AGM. If the buyback authority was exercised in full, that percentage would be 2.78 per cent. of the reduced share capital of 429,375,608 ordinary shares of the Company.

The Directors consider it desirable and in the Company's interests for shareholders to grant to the Company authority to exercise this power within the limits set out above and to enable the Company to purchase its own shares. This authority would only be exercised, if and when conditions are favourable, with a view to enhancing the net asset value per share of the Company.

Any shares purchased would be held as treasury shares which may, at the discretion of the Directors, be resold for cash, transferred in connection with an employee share scheme, or cancelled. No dividends will be paid on, and no voting rights will be exercised in respect of, treasury shares.

Under the Articles of Association of the Company, the Company may call a general meeting, which is not an annual general meeting, on 14 clear days' notice. Section 307A of the Act in addition requires the Company to pass a special resolution on an annual basis in order to convene general meetings, other than the Company's annual general meeting, on 14 clear days' notice. The Directors believe that obtaining this authority is desirable and that it would give the Directors an additional degree of flexibility.

Under Resolution 18, which will be proposed as an ordinary resolution, approval is being sought for a new share-based long-term incentive scheme that is materially similar to the current Performance Share Plan but updated to ensure that it includes provisions compliant with the latest investor expectations on corporate governance and market practice and accommodates the grant of deferred bonus awards. This LTIP will, if Resolution 18 is passed, replace the current PSP and Deferred Bonus Plan, under which no awards may be granted on or after 29 June 2026 (the tenth anniversary of the date each plan was adopted by the Board). The Directors are of the view that the LTIP to be considered at the AGM provides fair, proportionate and long-term incentives and is in the best interests of Shareholders.