Terms of Reference: Nomination Committee (2025 09 16 SREIT NC TOR)

1. The Nomination Committee, (the "Committee"), is constituted as a committee of the Board of Directors of Schroder Real Estate Investment Trust Limited, (the "Company"), to assist the Board of the Company in its oversight responsibilities.

2. The Committee may amend the terms of reference at any time with the agreement of the Board and shall review the said terms annually.

3. The Committee may, from time to time, investigate, discuss or review matters outside its terms of reference if required to do so by the Board.

1. The Committee is authorised by the Board to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any service provider and all service providers should be directed by the Investment Manager or Company Secretary to co-operate with any request made by the Committee.

2. The Committee is authorised by the Board to obtain external legal or other professional advice and to secure the attendance of anyone it considers has relevant experience, expertise or knowledge.

1. Members of the Committee shall be appointed by the Board in consultation with the Chair of the Committee. The Committee shall be made up of at least three Members, all of whom should be independent non-executive Directors.

2. In determining whether a Director shall be deemed to be independent for the purpose of these terms of reference, the Board shall have regard to an applicable corporate governance code and leading corporate governance practice.

3. Only Members of the Committee and the Chair of the Board have the right to attend Committee meetings. Other individuals such as external advisers may be invited to attend for all or part of any meeting, as and when appropriate.

4. The Board shall appoint the Chair of the Committee who should be an independent non-executive Director. In the absence of the Chair of the Committee and/or an appointed deputy, the remaining Members present shall elect one of their number to chair the meeting.

The Company Secretary or its nominee shall act as the Secretary of the Committee.

1. The Secretary shall minute the proceedings and resolutions of all Committee meetings, including the names of those present and in attendance.

2. Minutes of Committee meetings shall be circulated promptly to all Members of the Committee and the Chair of the Board and, once agreed, to all other Members of the Board, unless a conflict of interest exists.

The quorum necessary for the transaction of business shall be two Members. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.

1. The Committee shall meet at least once a year and at such other times as the Chair of the Committee or the Board directs.

2. Meetings may be called by the Board, the Chair of the Board acting for the Board, or by the Chair of the Committee.

The Committee shall:

1. conduct a formal and rigorous annual review of the performance of the Board (including its committees and individual Directors) which considers its performance, composition, diversity of skills, background, and personal strengths, and how effectively Directors work together to achieve objectives and make recommendations to the Board with regard to any changes;

2. give full consideration to succession planning for Directors, taking into account the challenges and opportunities facing the company, and what skills and expertise are therefore needed on the Board in the future;

3. be responsible for identifying and nominating for the approval of the Board, candidates to fill Board vacancies as and when they arise;

4. before any appointment is made by the Board, evaluate the balance of skills, knowledge and experience on the Board, and, in the light of this evaluation prepare a description of the role and capabilities required for a particular appointment. In identifying suitable candidates the Committee shall:

   1. use open advertising or the services of external advisers to facilitate the search, if necessary;

   2. consider candidates from a wide range of backgrounds; and

   3. consider candidates on merit and against objective criteria, taking care that appointees have enough time available to devote to the position;

5. keep under review the leadership needs of the organisation, with a view to ensuring the continued ability of the organisation to compete effectively in the marketplace;

6. keep up to date and fully informed about strategic issues and commercial changes affecting the company and the market in which it operates;

7. ensure that on appointment to the Board, non-executive Directors receive a formal letter of appointment setting out clearly what is expected of them in terms of time commitment, Committee service and involvement outside Board meetings;

8. consider other topics, as requested and defined by the Board;

9. make recommendations to the Board as appropriate on any area within its remit, particularly concerning but not limited to:

   1. formulating plans for succession for Directors and in particular for the key roles of Chair, the Senior Independent Director, and Chair of the Committees;

   2. the re-appointment of any non-executive Directors at the conclusion of their specified term, in line with an applicable code of corporate governance, having given due regard to their performance and ability to continue to contribute to the Board in the light of the knowledge, skills and experience required;

   3. the annual re-election by shareholders of any Director following their initial appointment to the Board; and

   4. any matters relating to the continuation of any Director at any time including the suspension or termination of service of an executive Director as an employee of the Company subject to the provisions of the law and their service contract; and

10. in recommending the appointment or re-appointment of any non-executive Directors, the Committee should take into account circumstances which may impair or appear to impair a Director's independence, including in particular whether a Director has served on the Board for more than nine years from the date of their first appointment, and where any relevant circumstances set out in the applied code of corporate governance are met and the Committee nonetheless considers that the non-executive Director is independent, a clear explanation should be provided.

1. The Chair of the Committee shall normally report to the Board at the Board meeting following the Committee meeting.

2. The Committee shall produce a report in the Company's annual report and financial statements about its activities.