Final-Admission-Document.Pdf

Proof 5: 29.5.14

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or the action that you should take, you should consult a person authorised under FSMA who specialises in advising on the acquisition of shares and other securities. If you are not in the United Kingdom you should immediately consult another appropriately authorised independent financial adviser. This document is an AIM admission document drawn up in accordance with the AIM Rules for the purpose of the application for admission to trading of the entire issued and to be issued share capital of the Company on AIM. This document does not constitute a prospectus for the purposes of the Prospectus Rules and it has not been, and will not be, approved by or filed with the FCA under the Prospectus Rules. This document contains no offer of transferable securities to the public within the meaning of section 102B of FSMA, the Companies Acts 1985 or 2006 of England and Wales or otherwise. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the UK Listing Authority. The AIM Rules for Companies are less demanding than those of the Official List of the UK Listing Authority. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. Each AIM company is required pursuant to the AIM Rules to have a nominated adviser. The nominated adviser is required to make a declaration to the London Stock Exchange on admission in the form set out in Schedule Two to the AIM Rules for Nominated Advisers. The London Stock Exchange has not itself examined or approved the contents of this document. Application will be made for the whole of the ordinary share capital of the Company, in issue and to be issued, to be admitted to AIM. No application is being made for admission of the Shares to the Official List of the UK Listing Authority and no application has been or is being made for the Shares to be listed on any other recognised investment exchange. It is expected that Admission will become effective and unconditional dealings in the Shares will commence on AIM at 8.00 a.m. (London time) on 5 June 2014. The Company, whose registered office address appears on page 8 of this document, and the Directors, whose names appear on page 8 of this document, accept full responsibility for the information contained in this document, including individual and collective responsibility for compliance with the AIM Rules, and confirm, having taken all reasonable care to ensure that such is the case, that to the best of their knowledge and belief, the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. Prospective investors should read the entire document and, in particular, the section headed ‘‘Risk Factors’’ when considering an investment in the Company.

(Incorporated and registered in England and Wales with registered number 06064259)

Admission to trading on AIM and

placing of 8,620,689 Ordinary Shares at 174 pence per share ORIEL SECURITIES LIMITED Broker and Nominated Adviser

Share capital immediately following the Placing and Admission

Issued and fully paid

Nominal Value Number

£16,844,375.40 168,443,754

The Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered sold, resold, transferred or delivered directly or indirectly within the United States or to, or for the account or benefit of, US Persons, except in certain transactions exempt from the registration requirements of the Securities Act or other applicable securities laws. No public offer of the Shares is being made in the United States. The Shares are only being offered and sold outside the United States to non-US Persons in offshore transactions in reliance on Regulation S under the Securities Act. In addition, the Company will not be registering under the US Investment Company Act of 1940 and investors will not be entitled to the benefits of such act. No US federal or state securities commission or regulatory authority has approved or disapproved of the Shares or passed upon the adequacy or accuracy of this document. Any representation to the contrary is a criminal offence in the United States. The Company will not be regulated as a collective investment scheme by the FCA. Oriel Securities, which is regulated by the FCA, is acting as broker and nominated adviser to the Company and for no one else in connection with the matters described herein. Its responsibilities as the Company’s nominated adviser under the AIM Rules are owed solely to London Stock Exchange plc and are not owed to the Company or to any Director or to any other person in respect of his decision to acquire shares in the Company in reliance on any part of this document. Oriel Securities is acting for the Company in relation to Admission and the Placing and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to Admission or the Placing, the contents of this document or any transaction or arrangement referred to herein. Apart from the responsibilities and liabilities if any, which may be imposed on Oriel Securities by the FSMA or the regulatory regime established thereunder, Oriel Securities does not accept any responsibility whatsoever for the contents of this document (or the omission of any information in it) or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Shares or the Placing. Oriel Securities accordingly disclaims all and any liability whether arising in tort, contract or otherwise (to the fullest extent permissible by law and save as referred to above), which it might otherwise have in respect of such document or any such statement. The distribution of this document and the offer of the Shares in certain jurisdictions may be restricted by law. Accordingly, neither this document nor any advertisement or any other offering material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons outside of the UK into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities law of any such jurisdictions. The Placing and the distribution of this document are subject to the restrictions set out in paragraph 6 of Part 8: Details of the Placing. Prospective investors should rely only on the information in this document. No person has been authorised to give any information or make any representations other than those contained in this document and, if given or made, such information or representations must not be relied on as having been authorised by the Company, Prestbury or Oriel Securities. Without prejudice to the Company’s obligations under the AIM Rules, neither the delivery of this document nor any subscription or purchase of shares made pursuant to this document shall, under any circumstances, create any implication that there has been no change in the affairs of the Group since, or that the information contained herein is correct at any time subsequent to, the date of this document. The contents of this document are not to be construed as legal, financial, business, investment or tax advice. Each prospective investor and existing investor should consult his, her or its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice. Investors must inform themselves as to: (a) the legal requirements within their own countries for the purchase, holding, transfer, redemption or other disposal of Shares; (b) any foreign exchange restrictions applicable to the purchase, holding, transfer, redemption or other disposal of Shares which they might encounter; and (c) the income and other tax consequences which may apply in their own countries as a result of the purchase, holding, transfer, redemption or other disposal of Shares. Prospective investors must rely on their own representatives, including their own legal advisers and accountants, as to legal, tax, investment, or any other related matters concerning the Company and an investment therein.

Restrictions on sales This document does not constitute, and may not be used for the purposes of, an offer or any invitation to subscribe for any Shares by any person in any jurisdiction: (a) in which such offer or invitation is not authorised; or (b) in which the person making such offer or invitation is not qualiﬁed to do so; or (c) to any person to whom it is unlawful to make such offer or invitation. The distribution of this document and the Placing in certain jurisdictions may be restricted. Accordingly, persons outside the UK into whose possession this document comes are required by the Company and Oriel Securities to inform themselves about and to observe any restrictions as to the Placing and the distribution of this document under the laws and regulations of any territory in connection with any application for Shares, including obtaining any requisite governmental or other consent and observing any other formality prescribed in such territory. No action has been taken or will be

c109953pu010 Proof 5: 29.5.14_22:00 B/L Revision: 0 Operator AllS taken in any jurisdiction by the Company or Oriel Securities that would permit a public offering of the Shares in any jurisdiction where action for that purpose is required, nor has any such action been taken with respect to the possession or distribution of this document other than in any jurisdiction where actions for that purpose are required. Notice to prospective investors in the United Kingdom This document is only being distributed to and is only directed at persons in the UK who are: (a) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the ‘‘Order’’); (b) high net worth companies, unincorporated associations and other bodies falling within Article 49(2)(a) to (d) of the Order; and (c) other persons to whom it may lawfully be communicated (all such persons together being referred to as ‘‘relevant persons’’). The Shares are only available to and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such shares will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. No action has been taken or will be taken in any jurisdiction by the Company, Oriel Securities or the Registrars that would permit a public offering of the Shares in any jurisdiction where action for that purpose is required, nor has any such action been taken with respect to the possession or distribution of this document other than in any jurisdiction where actions for that purpose are required. Notice in connection with the United States, Australia, Canada, the Republic of South Africa and Japan This document does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy, Shares in any jurisdiction in which such offer or solicitation is unlawful and is not for distribution in or into the United States, Australia, Canada, the Republic of South Africa or Japan. In particular, the Shares offered by this document have not been and will not be registered under the Securities Act, under the applicable state securities laws of the United States or under the applicable securities laws of Australia, Canada, the Republic of South Africa or Japan and, subject to certain exceptions, may not be offered or sold directly, or indirectly, in or into the United States, Australia, Canada, the Republic of South Africa or Japan, or to or for the account or benefit of US Persons, or any person resident in Australia, Canada, the Republic of South Africa or Japan. Notice in connection with member states of the European Economic Area In any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any member state, the ‘‘Prospectus Directive’’), this communication is only addressed to and is only directed at: (a) qualified investors in that member state within the meaning of the Prospectus Directive; and (b) other persons who are permitted to purchase the Shares pursuant to an exemption from the Prospectus Directive and other applicable regulations. This document has been prepared on the basis that all offers of Shares will be made pursuant to an exemption under the Prospectus Directive, as implemented in member states of the EEA, from the requirement to produce a prospectus for offers of Shares. Accordingly, any person making or intending to make any offer within the EEA of the Shares which are the subject of the Placing contemplated in this document should only do so in circumstances in which no obligation arises for the Company or Oriel Securities to produce a prospectus for such offer. Neither the Company nor Oriel Securities has authorised, nor do they authorise, the making of any offer of Shares through any financial intermediary, other than offers made by Oriel Securities which constitute the final placement of Shares contemplated in this document. No incorporation of website information The contents of the Company’s website, Ramsay’s website, Merlin’s website or any website directly or indirectly linked to such websites do not form part of this document. References to defined terms Certain capitalised terms used in this document are defined in Part 10: Definitions. References to technical terms Certain technical and other terms used in this document are explained in Part 11: Glossary.

c109953pu010 Proof 5: 29.5.14_22:00 B/L Revision: 0 Operator AllS CONTENTS

Page

Forward-Looking Statements 5

Presentation of Financial and Other Data 6

Expected Timetable of Principal Events 7

Placing Statistics 7

Directors, Company Secretary, Registered Ofﬁce and Advisers 8

Key Information 9

Risk Factors 12

Part 1: Information on the Company and the Group 21

Part 2: Prestbury and the Investment Advisory Agreement 44

Part 3: Information on the Directors 52

Part 4: Unaudited Pro Forma Consolidated EPRA Net Assets Statement 54

Part 5: Property Valuation Report 56

Part 6: Historical Financial Information on the Group 73

Part 7: The REIT Regime and UK Taxation 112

Part 8: Details of the Placing 122

Part 9: Additional Information 125

Part 10: Deﬁnitions 176

Part 11: Glossary 181

c109953pu010 Proof 5: 29.5.14_22:00 B/L Revision: 0 Operator AllS FORWARD-LOOKING STATEMENTS This document includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms ‘‘believes’’, ‘‘estimates’’, ‘‘anticipates’’, ‘‘expects’’, ‘‘intends’’, ‘‘may’’, ‘‘will ‘‘or ‘‘should’’ or, in each case, their negative or other variations or comparable terminology. These forward-looking statements relate to matters that are not historical facts. They appear in a number of places throughout this document and include statements regarding the intentions, beliefs or current expectations of the Company, the Directors, the Prestbury Team and/or Prestbury concerning, amongst other things, the investment strategy, financing strategies, investment performance, results of operations, financial condition, liquidity, prospects and dividend policy of the Company and the markets in which it will operate. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company’s actual investment performance, results of operations, financial condition, liquidity, dividend policy and the development of its strategies may differ materially from the impression created by the forward-looking statements contained in this document. In addition, even if the investment performance, results of operations, financial condition, liquidity and dividend policy of the Company and the development of its strategies are consistent with the forward-looking statements contained in this document, those results or developments may not be indicative of results or developments in subsequent periods. Important factors that may cause these differences include, but are not limited to, changes in general market conditions and in the UK real estate market specifically, legislative or regulatory changes, changes in taxation regimes, the Company’s ability to manage its real estate assets by identifying and retaining appropriate tenants on satisfactory terms, the availability and cost of capital for future investments, the availability of suitable financing, the continued provision of services by Prestbury and Prestbury’s ability to retain key personnel. Potential investors are advised to read this document in its entirety, and, in particular, the section entitled ‘‘Risk Factors’’ for a further description of the factors that could affect the Company’s future performance. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this document may not occur. These forward-looking statements speak only as at the date of this document. Subject to its legal and regulatory obligations (including under the AIM Rules), the Company expressly disclaims any obligations to update or revise any forward-looking statement contained herein to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based.

c109953pu010 Proof 5: 29.5.14_22:00 B/L Revision: 0 Operator AllS PRESENTATION OF FINANCIAL AND OTHER DATA

Presentation of financial information In order to comply with the AIM Rules, the financial information of the groups headed by the Company and Hospital Holdings (the Combining Companies), which has historically been prepared in accordance with UK GAAP, has been converted to IFRS for the purpose of inclusion in Part 6: Historical Financial Information on the Group. The Company acquired the group headed by Hospital Holdings from Prestbury 1 LP on 21 May 2014. This reorganisation of the Combining Companies is deemed to be a ‘combination under common control’, as during the periods reported on in Part 6: Historical Financial Information on the Group, the entities were under the common control of Prestbury 1 LP. The reorganisation is outside the scope of IFRS 3 ‘‘Business Combinations’’ and therefore the principles of merger accounting were adopted. Accordingly, although the Combining Companies did not form a legal group for the periods reported on, the historical financial information and interim financial information of the Group comprises the results and net assets of the Combining Companies, on an IFRS basis, as if the subsequently formed legal group headed by the Company had always been in existence. The unaudited pro forma consolidated EPRA net assets statement in Part 4 takes the net asset position of the Group as at 30 September 2013 on an IFRS basis, as reflected in the interim financial information, and makes the necessary adjustments to determine the EPRA net asset value of the Group following the completion of the reorganisation, listing of the Company, receipt of the net proceeds of the Placing, entry into the REIT regime and reflection of the valuation of the properties as at 30 April 2014 set out in Part 5: Property Valuation Report. All financial information for the Group is intended in future to be prepared in accordance with IFRS and, unless otherwise indicated, the financial information in this document has been prepared in accordance with IFRS. In making an investment decision, investors must rely on their own examination of the Company and the Group from time to time, the terms of the Placing and the financial information in this document and should give consideration to the fact that such financial information is limited.

Industry, market and other data Information regarding markets, market size, market share, market position, growth rates and other industry data pertaining to the Group’s business and the business of the Group’s tenants and the track record of the Prestbury Team contained in this document consists of estimates based on data and reports compiled by professional organisations and analysts, information made public by investment vehicles previously managed by the Prestbury Team, on data from other external sources and on the Board and the Prestbury Team’s knowledge of the UK real estate and other markets. Information regarding the economic environment in the UK has been compiled from publicly available sources. In many cases, there is no readily available external information (whether from trade associations, government bodies or other organisations) to validate market- related analyses and estimates, requiring the Company to rely on internally developed estimates. The Company takes responsibility for compiling, extracting and reproducing market or other industry data from external sources, including third parties or industry or general publications, which data has been accurately reproduced and, so far as the Company and the Directors are aware and able to ascertain from information published from such sources, no facts have been omitted which would render the reproduced information inaccurate or misleading. Neither the Company nor Oriel Securities has independently veriﬁed that data. Neither the Company nor Oriel Securities gives any assurance as to the accuracy and completeness of, and takes no further responsibility for, such data. Similarly, while the Board believes its and the Prestbury Team’s internal estimates to be reasonable, they have not been veriﬁed by any independent sources and neither the Company nor Oriel Securities can give any assurance as to their accuracy.

Currency Presentation Unless otherwise indicated, all references in this document to ‘‘pounds sterling’’, ‘‘£’’, ‘‘pence’’ or ‘‘p’’ are to the lawful currency of the UK, references to ‘‘Euros’’, ‘‘Eur’’ or ‘‘e’’ are to the lawful currency of the member states of the European Union that have adopted a single currency in accordance with the Treaty establishing European Communities, as amended by the Treaty on the European Union, references to A$ are to the lawful currency of Australia and references to SEK are to the lawful currency of Sweden.

c109953pu010 Proof 5: 29.5.14_22:00 B/L Revision: 0 Operator AllS EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Each of the times and dates below is subject to change without further notice. References to a time of day are to London time.

Admission and dealings in the Shares to commence on AIM 8.00 a.m. on 5 June 2014

CREST accounts expected to be credited with Shares (if applicable) 8.00 a.m. on 5 June 2014(1)

Despatch of deﬁnitive share certiﬁcates (if applicable) in respect of week commencing 16 June Shares 2014 (1) Or as soon as practicable thereafter. No temporary documents of title will be issued

PLACING STATISTICS

Placing Price 174p

Number of Shares in issue at the date of this document 159,823,065

Number of Placing Shares to be issued by the Company pursuant to the Placing 8,620,689

Number of Shares in issue immediately following Admission 168,443,754

Market capitalisation at the Placing Price immediately following Admission £293 million

Placing Shares as a percentage of the Enlarged Issued Share Capital 5 per cent.

Gross proceeds of the Placing receivable by the Company £15 million

Estimated net proceeds of the Placing receivable by the Company £11.7 million(2)

ISIN GB00BLMQ9L68 (2) The net proceeds are stated after deduction of placing commissions and other expenses payable by the Company in respect of Admission and the Placing which are expected to be approximately £3.3 million

c109953pu010 Proof 5: 29.5.14_22:00 B/L Revision: 0 Operator AllS DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS

Directors Martin Moore, Independent non-executive Chairman Mike Brown, Non-executive Director Leslie Ferrar, Independent Non-executive Director Sandy Gumm, Non-executive Director Jonathan Lane, Independent Non-executive Director Nick Leslau, Non-executive Director Ian Marcus, Senior independent Non-executive Director

Company Secretary Sandy Gumm

all of

Registered Ofﬁce Cavendish House, 18 Cavendish Square, London W1G 0PJ

Investment Adviser Prestbury Investments LLP Cavendish House, 18 Cavendish Square, London W1G 0PJ

Nominated Adviser and Broker Oriel Securities Limited 150 Cheapside, London EC2V 6ET

Legal Advisers to the Company Berwin Leighton Paisner LLP Adelaide House, London Bridge, London EC4R 9HA

Real Estate Legal Advisers to Taylor Wessing LLP the Company 5 New Street Square, London EC4A 3TW

Legal Advisers to the Nabarro LLP Nominated Adviser and Broker Lacon House, 84 Theobald’s Road, London WC1X 8RW

Tax Advisers KPMG LLP 15 Canada Square, Canary Wharf, London E14 5GL

Reporting Accountants BDO LLP 55 Baker Street, London W1U 7EU

Auditors to the Company BDO LLP 2 City Place, Beehive Ring Road, Gatwick RH6 OPA

Property Valuer CBRE Limited Henrietta House, Henrietta Place, London W1G 0NB

Financial PR Advisers FTI Consulting LLP 200 Aldersgate, Aldersgate St, London EC1A 4HD

Registrars Capita Registrars Limited The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU

Website www.SecureIncomeREIT.co.uk

Contact Email [email protected]

c109953pu010 Proof 5: 29.5.14_22:00 B/L Revision: 0 Operator AllS KEY INFORMATION

The following is a summary of certain information appearing in more detail elsewhere in this document. This summary is qualiﬁed in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this document. This summary is not complete and does not contain all the information that is important to investors or that prospective investors should consider before subscribing for Shares. Prospective investors should read the whole of this document, paying particular attention to the section headed ‘‘Risk Factors’’ and not rely solely on the following summarised information.

1 Information on the Group Secure Income REIT Plc has been established with the intention of becoming a UK REIT specialising in long term, inflation protected, secure income from real estate investments, with an investment strategy designed to satisfy investors’ growing requirements for high quality, safe, inflation protected income flows. The Company will be externally managed by Prestbury Investments LLP. The Prestbury Team comprising Nick Leslau, Mike Brown, Tim Evans, Ben Walford and Sandy Gumm has been responsible for a series of highly successful property investment businesses over more than 25 years, including, most recently, Max Property Group Plc. Prestbury’s interests are strongly aligned with those of all Shareholders through the Prestbury Group’s c.26 per cent. shareholding in the Company at Admission, worth £75 million at the Placing Price. The Investment Advisory Agreement under which Prestbury is appointed has an eight year initial term. At Admission, the Group will own a freehold portfolio of 28 well established, key operating real estate assets independently valued at approximately £1.46 billion as at 30 April 2014, reflecting a yield of 6.1 per cent. after the completion of the 2014 rental uplifts this July. Financially strong, substantial global businesses guarantee 98 per cent. of the Group’s rental income: Merlin Entertainments plc (49 per cent. of rental income) and Ramsay Health Care Limited (49 per cent. of rental income). The Portfolio includes Madame Tussauds in London, Alton Towers theme park and hotel, Thorpe Park and 21 private hospitals in the UK. The Company is expected to have a pro forma EPRA NAV at Admission of approximately £289 million. Rental income on the Portfolio currently amounts to £92.4 million per annum, with annual upwards only contracted rental uplifts throughout the lease term. The weighted average unexpired lease term of the Portfolio is 25 years, very significantly in excess of the average in the UK market today of less than six years. The Company is proposing a Placing of £15 million before expenses, representing 5 per cent. of the Company’s equity and valuing the business at approximately £278 million before the Placing. The Prestbury Group will own approximately 26 per cent of the Company’s issued shares at Admission, including some 8 per cent. of the Placing Shares subscribed for at the Placing Price. The Company boasts an outstanding, experienced non-executive Board chaired by Martin Moore, with three further Independent Directors; Leslie Ferrar, Jonathan Lane and Ian Marcus. Further information on the expertise and experience of the Independent Directors is detailed in Part 3: Information on the Directors. The Board also comprises three directors from the Prestbury Team; Nick Leslau, Mike Brown and Sandy Gumm. The Company aims to build on the initial Portfolio to create a balanced portfolio of long term, secure income streams from real estate investments across a range of property sectors. The Board aims to deliver attractive, risk-adjusted total returns to Shareholders alongside its ambition to create a substantial diversified specialist long term income REIT. Throughout this process, the Directors’ intention is to exercise strong capital discipline and use equity prudently to enhance returns for all Shareholders, including through limiting the scale of the Placing rather than raising ‘blind pool’ funds. Further information on the Group is set out in Part 1: Information on the Company and the Group.

2 Prestbury The Company will be exclusively advised by Prestbury, which is controlled by Nick Leslau and Mike Brown. The Prestbury Team comprises Nick Leslau, Mike Brown, Tim Evans, Ben Walford and Sandy Gumm, a team of property and ﬁnance professionals who between them have extensive experience in the UK real estate market built over more than 25 years, and have a track

c109953pu020 Proof 5: 29.5.14_22:00 B/L Revision: 0 Operator AllS record of having successfully created value for shareholders through previous economic cycles, including signiﬁcant market out-performance during the recessions of the early 1990s and late 2000s. The Prestbury Group is very signiﬁcantly invested in the Company, providing strong alignment with all Shareholders’ interests. The Prestbury Group will hold approximately 26 per cent. of the Company’s shares at Admission through a combination of their existing holdings and new subscriptions at the Placing Price. The Independent Board has sought to structure appropriate fee and incentive arrangements for Prestbury in order to cover the overhead costs of the business through the advisory fee and provide an incentive to drive growth in EPRA Net Asset Value per share through incentive fees. Incentive fees are in most circumstances payable in shares. Shares owned by the Prestbury Group at Admission and issued in satisfaction of incentive fees are subject to lock-in arrangements with phased release dates between 12 and 42 months. In any event, the Prestbury Group has no current intention to realise its shareholdings and has a long history of remaining invested in the businesses that it owns and manages. Further information on Prestbury is set out in Part 2: Prestbury and the Investment Advisory Agreement.

3 Investment Policy The Company will invest in long term, secure income streams from real estate investments. A long term income stream is considered to be one with (or a portfolio with) a weighted average term to maturity in excess of 15 years at the time of acquisition. On Admission, the Portfolio is considered by the Board to offer attractive geared returns from high quality real estate, with financially strong tenants operating with well established brands in industry sectors with strong defensive characteristics. The Board proposes to build on this strong foundation by seeking to: * diversify sources of income and enhance prospects for attractive total returns through acquisitions; * extend the debt maturity profile of the Portfolio through efficient use of capital in refinancing the debt in due course; and * ultimately reduce overall leverage in order to enhance income returns for investors.

4 Investment Strategy A striking feature of the UK real estate market over the past 20 years has been the significant reduction in income security caused by a marked decline in the average term to the first lease break or expiry. There are no significant UK REITs specialising only in long leases across a range of property sectors. Against this backdrop and mindful of the growing requirement amongst investors for long term, safe income flows, the Board aims to fill this gap and build a substantial diversified long term income portfolio. The Board believes that it will be able to seek acquisition opportunities from a range of sources including lenders, operating businesses, non-REITs with latent capital gains fettering sale prospects, and structures where the Company’s shares may be used as currency to unlock value.

5 Business Strengths The Board has a firm intention to build on the Company’s substantial Portfolio to deliver a very attractive proposition for investors, offering: * long term income streams secured on high quality real estate, with the portfolio income derived from large, financially secure, global mature businesses with strong brands; * gearing appropriate to the underlying assets and the stage of the economic cycle; * the tax efficiency of a UK REIT structure; * a strategy overseen by a strong Board with extensive relevant experience and a majority of Independent Directors; * exclusive access to all appropriate long term income transactions sourced by Prestbury; and * day to day management undertaken by the Prestbury Team, with a track record of more than 25 years of sector outperformance and a strong alignment to all Shareholders’ interest, largely through the Prestbury Group’s own approximately 26 per cent. shareholding in the Company.

c109953pu020 Proof 5: 29.5.14_22:00 B/L Revision: 0 Operator AllS 6 Reasons for Admission The Board believes that the listing will provide the Company access to the widest and deepest pools of capital for its expansion and ﬁnancing ambitions. Furthermore, the REIT regime, which is the dominant form of public investment in UK real estate and which offers a tax efﬁcient structure for investors, requires that the shares of the Company be listed.

7 The Placing and Use of Proceeds The net proceeds of the Placing are expected to amount to £11.7 million net of the expense of the Placing. The net proceeds will be used for general corporate purposes including the operational expenses of the business.

8 Dividend Policy The UK REIT rules require that the Company distributes at least 90 per cent. of the Group’s qualifying net income from its tax exempt property business within 12 months of each financial year end, or otherwise suffer a tax penalty. The Company is not expected to generate a material net profit from the tax exempt business until its third financial year after Admission (the year to 31 December 2016) and consequently, assuming no acquisition or disposal activity, does not expect to commence the payment of material dividends until after the approval of the accounts for that year. From that point onwards, the annual upwards only rental uplifts are expected to result in an annually increasing dividend.

9 Lock-ins The Shares held by the Substantial Existing Investors (who between them will hold 76 per cent. of the Shares at Admission) and the Prestbury Directors (who between them will hold 0.4 per cent. of the Shares at Admission) are locked in for 12 months following Admission with phased release of the lock-in over the following 12 months (subject to certain exceptions). The 158,044 Placing Shares that the Independent Directors have subscribed for at the Placing Price are also locked in for 12 months following Admission (subject to certain exceptions). In addition, one third of the Shares awarded in satisfaction of the performance fee payable to Prestbury under the Investment Advisory Agreement will be locked in for 18 months after the end of the accounting period to which the award relates, a further one third for 30 months and a further one third for 42 months (subject to certain limited exceptions).

10 Risk Factors Prospective investors should carefully consider the risk factors described in the section headed ‘‘Risk Factors’’, together with all the other information set out in this document and their own circumstances, before deciding whether or not to invest in the Shares.

c109953pu020 Proof 5: 29.5.14_22:00 B/L Revision: 0 Operator AllS RISK FACTORS

Prospective investors should consider carefully the risk factors described below, together with all the other information set out in this document and their own circumstances, before deciding whether or not to invest in the Shares. Should any of the following events or circumstances occur, the Group’s results of operations, ﬁnancial condition and business prospects could be materially adversely affected. In such circumstances, the net asset value of the Company and/or the market price of the Shares could decline and investors could lose all or part of the value of their investment. The risks and uncertainties described below are not the only ones faced by the Group. Additional risks and uncertainties not presently known or which are currently deemed immaterial may also have a material adverse effect on the Group’s results of operations, ﬁnancial condition or business prospects.

1 RISKS RELATING TO PROPERTY INVESTMENT 1.1 Property valuation movements and uncertainties in property valuation The Company is a long term investor in property and accordingly is exposed to movements in property valuations. Property values will vary as a result of a variety of factors, many of which are outside the control of the Company. In the event of downward movements in property values, the net asset value of the Group could be adversely affected. The valuation of property is inherently subjective, in part because property valuations are made on the basis of assumptions which may not prove to be accurate. As such, there is no assurance that the valuations of the Group’s investments will reﬂect actual sale prices or rental yields even where any such sales or entry into leases occur shortly after the relevant valuation date.

1.2 Tenant risk The Group currently derives its rental income from three tenant groups, two of which account between them for 98 per cent. of Group revenues. The Prestbury Team and the Directors have examined the financial affairs of the tenant groups and continue to do so regularly. They believe the tenant groups to be financially strong and capable of meeting their lease obligations. However, there can be no guarantee that the tenant groups will remain able to comply with their obligations throughout the term of the relevant leases. Such a tenant failure could result in an adverse impact on the value of the Group’s property assets, or a reduction in the Group’s contracted rental income streams, or both. Both the rental income and market value of the properties owned by the Group may be affected by the operational performance of the tenants’ businesses. This relates both to the business being carried out at a specific property and to the general financial performance of the tenant and guarantor within their wider operations. The operational performance of the tenant will be affected in turn by both local conditions and the wider economy. In the event of material default of lease obligations by a tenant or guarantor, the Company may suffer a rental shortfall and/or incur additional expenses and/or interest costs until the property is re- let. The specialised use of the properties may make a re-letting difficult. Such an event would be likely to result in legal and surveyor’s costs, maintenance costs, insurance, rates and marketing costs and may have a material adverse impact on the financial condition and performance of the Company and/or the level of dividend payable.

1.3 Political, economic and other factors may adversely affect the Group’s business and results of operations The Group’s Portfolio consists of real estate assets predominantly in the UK and the Group intends to continue to invest in long term, secure income streams from real estate investments. Accordingly, the Group’s performance may be significantly affected by events beyond its control, such as the state of the economy in the territories in which it invests (including interest rates and inflation rate fluctuations and the availability of credit), the financial condition of tenants and their guarantors and the markets in which they operate, changes in regulatory requirements and applicable laws and political, economic or other developments. Such events could reduce rental and/or capital values and may also affect liquidity of the investment market for the Group’s properties, the state of the financing markets and/or the cost of finance and, consequently, could have a material adverse effect on

c109953pu020 Proof 5: 29.5.14_22:00 B/L Revision: 0 Operator AllS the Group’s results of operations, ﬁnancial condition and business prospects. Market conditions may have a negative effect on the Investment Adviser’s and the Board’s ability to identify and execute future investments in suitable assets that generate acceptable returns.

1.4 Environmental risks As the owner of property, the Group will be subject to environmental regulations that can impose liability for cleaning up contaminated land, watercourses or groundwater on the person causing or knowingly permitting the contamination. The cost to the Group of investigation, removal, or remediation required to comply with environmental regulations, or in connection with a change in use or redevelopment, may be substantial. In addition, such environmental liabilities could adversely affect the Group’s ability to sell, lease or redevelop the real estate, or to borrow using the real estate as security. If a member of the Group owns contaminated land, it could also be liable to third parties for harm caused to them or their property as a result of the contamination. If a member of the Group is found to be in violation of environmental regulations, it could face reputational damage, regulatory compliance penalties, reduced letting income and reduced asset valuation, which could have a material adverse effect on the Company’s business, ﬁnancial condition, results of operations, future prospects and/or the price of the Shares.

1.5 The Group’s acquisition due diligence may not identify all risks and liabilities Prior to entering into an agreement to acquire property, the Investment Adviser, on behalf of the Group, will be required to perform due diligence on the proposed investment including an assessment of the ﬁnancial strength of material tenants, for the Board’s consideration. In so doing, it would typically rely in part on third parties to conduct specialist aspects of this due diligence, including legal reports on title and independent property valuations. To the extent that the Company, the Investment Adviser or other third parties underestimate or fail to identify risks and liabilities associated with the investment in question, the Group may incur unexpected liabilities, for example, defects in title, an inability to obtain permits, or environmental, structural or operational defects requiring remediation. If there is a failure of due diligence, there may be a risk that properties are or have been acquired which are not consistent with the Company’s investment strategy or that properties are or have been acquired that fail to perform in line with expectations.

1.6 Risks relating to any future property disposals On a disposal of a property, the Group may be required to give warranties to the purchaser and accordingly the Group may be exposed to liabilities in relation to future warranty claims or contingent liabilities in respect of any disposals. The Group may be required to pay damages (including but not limited to litigation costs) to a purchaser to the extent that any representations or warranties given to a purchaser prove to be inaccurate or to the extent that it has breached any of its covenants or obligations contained in contracts for sale. The purchaser may in rare circumstances also have the ability to rescind a contract for sale. Certain other obligations and liabilities associated with the ownership of investments (such as certain environmental liabilities) can also continue to exist notwithstanding any disposal. The Group may also remain liable for any debt or other ﬁnancial obligations related to that property. This may have a material adverse effect on the Group’s performance and ﬁnancial condition.

1.7 Material loss may arise in excess of any insurance proceeds or from uninsured events The Group’s properties could suffer physical damage resulting in losses (including loss of rent) which may not be fully compensated for by insurance, or at all. In addition, there are certain types of losses, generally of a catastrophic nature, that may be uninsurable or are not able to be insured at a reasonable cost. Inflation, changes in building codes and ordinances, environmental considerations, and other factors, might also result in insurance proceeds being insufficient to repair or replace a property. Should an uninsured loss or a loss in excess of insured limits occur, the Group could lose capital invested in the affected property as well as anticipated future revenue from that property. In addition, the Group could be liable to repair damage caused by uninsured risks in the event that a tenant or guarantor fails to do so. The Group might also remain liable for any debt or other financial obligation related to that

c109953pu020 Proof 5: 29.5.14_22:00 B/L Revision: 0 Operator AllS property or may in certain circumstances be required to remit insurance proceeds to lenders. Material uninsured losses could have a material adverse effect on the Group’s results of operations, ﬁnancial condition and business prospects.

2 RISKS RELATING TO BORROWING 2.1 Level of borrowing As at the date of Admission, the Group has £1.16 billion of outstanding bank loans secured against the Portfolio, which has been valued at £1.46 billion by CBRE as at 30 April 2014. Whilst the use of borrowings should enhance growth in the net asset value of the Group where the value of the Group’s property assets is rising, it would have the opposite effect where the property asset values are falling. Group companies have granted security to lenders in the form of mortgages over investment property and fixed and floating charges over other assets. Should any fall in asset values or contracted rental income result in a Group company breaching covenants within the Group’s credit agreements, Group companies may be required either to pay higher interest costs or to make early repayment of such borrowings, in whole or in part, together with any attendant costs, including the costs of terminating interest rate hedging instruments. In such circumstances the Company’s ability to pay a dividend may be restricted, the financial condition of the Group could be adversely impacted and the Group may be required to sell sufficient assets to repay such amount of the borrowings or meet the costs of terminating the interest rate hedging instruments. The Board believes the Group has a prudent level of headroom on the financial covenants under its debt facilities. However, there can be no certainty with regard to future asset valuations and revenue generation. There are no loan to value covenants in the remaining term of the Group’s debt facilities. However, if property valuations were to fall to a level such that the respective Group company was considered to be unlikely to be able to meet its debt repayment obligations at maturity, and where the Group is unable to make such repayment out of existing cash resources, then Group companies may be forced to sell sufficient assets to repay part or all of the Group’s secured debt. In circumstances where the Group is required to sell its assets, it is conceivable that the Group may be required to do so at less than their optimum market value or at a time and in circumstances where the realisation proceeds are reduced due to a downturn in commercial property values generally, as a forced seller or because there is limited time to market the property.

2.2 Interest rate risk The Group has borrowed on a variable rate basis and has entered into derivative instruments to mitigate the risk of movements in interest rates. The Group’s policy is that any future variable rate borrowings should also be appropriately hedged. To the extent that the relevant members of the Group do not enter into hedging arrangements or if such arrangements are no longer available or are only available on unacceptable terms, the Group may be exposed to interest rate risk. The current low interest rate environment has given rise to a significant negative fair value adjustment relating to the interest rate derivatives, recognised as a reduction in balance sheet net assets, although this does not represent a cash liability unless and until the instruments are terminated. However, should debt facilities be repaid early, some hedging instruments may need to be terminated or restructured which, depending on market interest rates at the time and the term to maturity of the instrument, could adversely impact the financial condition and cash flows of the Group.

2.3 Access to financing in the future will depend on suitable market conditions The Group’s debt facilities are due for repayment in mid-2017 and, at the point of refinancing, the Group will be dependent upon access to financing from debt or equity markets or through asset sales to meet its repayment obligations. Access to such financing will depend on market conditions at the time and if conditions in credit and/or equity markets are unfavourable, the Group may not be able to obtain replacement financing or may only be able to obtain such financing at a higher cost or on more restrictive terms. In such circumstances, the Company may have to raise finance by other means such as equity issues or asset sales

c109953pu020 Proof 5: 29.5.14_22:00 B/L Revision: 0 Operator AllS on terms which might have an impact on Shareholder returns. Furthermore, the terms of any reﬁnancing might limit investment activity, total shareholder returns and/or the level of dividends the Company is able to pay.

3 RISKS RELATING TO EXTERNAL MANAGEMENT 3.1 The Group is reliant on the performance of the Investment Adviser and its ability to retain key personnel As the Company has no executive directors and no employees, the Board will be reliant on the advice and services it receives from Prestbury or any replacement Investment Adviser and its personnel (or the personnel of its subcontractors). As a result, the Company’s performance will, to some extent, be dependent upon the judgment and ability of the Investment Adviser to advise the Board and implement the Company’s strategy. Any failure, in whole or in part, to source investment opportunities, or poor sourcing of investment opportunities, or poor skills, judgment or transaction execution or management of investments by the Investment Adviser, could have a material adverse effect on the Company’s results of operations, financial condition or business prospects. If the Investment Adviser’s contract is terminated, the Company may be unable to find a suitable replacement in terms of quality or of cost (particularly given Prestbury’s involvement in and knowledge of the Group’s property portfolio), either immediately or over time, which would limit, in whole or in part, the Company’s ability to make investments or realise its portfolio and have a material adverse effect on the Group’s results of operations, financial condition or business prospects. Moreover, there can be no assurance as to the continued involvement of Prestbury’s partners as members of the Prestbury Team, although in the event that either Nick Leslau or Mike Brown ceases to be significantly involved in advising the Company, and no suitable replacement is provided, the Company may replace Prestbury as adviser pursuant to the terms of the Investment Advisory Agreement. The departure of certain individuals from Prestbury without adequate replacement may have a material adverse effect on the Group’s results of operations, financial condition and business prospects.

3.2 There can be no assurance that the Investment Adviser will be successful in implementing the Company’s investment strategy No assurance can be given that the implementation by the Investment Adviser of the Company’s investment strategy will be successful under current or future market conditions. The approach employed by the Investment Adviser may be modiﬁed and altered from time to time, so it is possible that the approach adopted by the Investment Adviser to achieve the Company’s investment strategy in the future may be different from those presently expected to be used and disclosed in this document. If the investment strategy is not met, Shareholders may not receive an attractive level of return, or Shareholders could lose part or all of the value of their investment in the Company.

3.3 The past or current performance of the Prestbury Team is not a guarantee of the future performance of the Company The past or current performance of entities and assets managed by the Prestbury Team, including the Portfolio, should not be construed as an indication of the future performance of the Group or of any investments recommended by Prestbury to the Company. Signiﬁcant differences in economic conditions and in the capital structure of the various entities may affect the Company’s performance and results of operations in the future.

3.4 The interests of Prestbury may differ from those of the Shareholders Notwithstanding the Prestbury Group’s shareholding in the Company and that the Board believes that Prestbury’s fee and incentive arrangements have been structured to provide an appropriate alignment of interest between Prestbury and the Shareholders, the interests of Prestbury may differ from those of other Shareholders. In this context it should be noted that the Board comprises a majority of Independent Directors, the Company’s Articles require that a quorum for any Board decision must comprise a majority of Independent Non-executive Directors and that the Shares held by the Prestbury Group at Admission are subject to lock-in arrangements.

c109953pu020 Proof 5: 29.5.14_22:00 B/L Revision: 0 Operator AllS 4 RISKS RELATING TO TAXATION There is no guarantee that UK REIT status will be obtained for the Company and members of the Group or that they will maintain UK REIT status, if and when obtained. If you are in any doubt as to your tax position you should consult your own professional advisers without delay.

4.1 Risks relating to the REIT status of the Company The Company has elected for REIT status effective on Admission for itself and members of its Group as a Group REIT and it is the expectation of the Directors that the Company and Group members will fulfil the relevant qualifying conditions for UK REIT status. However, the requirements for obtaining and maintaining REIT status are complex. Further detail on these conditions is included in Section A of Part 7: The REIT Regime and UK Taxation. The basis of taxation of any Shareholder’s holding in the Company will change fundamentally if the Company fails to achieve or ceases to maintain its UK REIT status. If the Company fails to obtain UK REIT status or remain qualified as a UK REIT, its rental income and gains will become subject to UK taxation, with effect from the date that UK REIT status is treated as lost. The Group cannot guarantee continued compliance with all of the UK REIT conditions and as such there is a risk that the UK REIT regime may cease to apply in some circumstances. Whether the Group is required to exit the REIT regime as a result of a breach of condition will depend on which condition is breached and potentially also on how extensive the breach is and whether that condition or other conditions have already been breached. A breach of certain conditions of the regime will result in an automatic loss of REIT status. These are the conditions relating to the share capital of the Company, the prohibition on entering into loans with abnormal returns, and the requirement that the Company is UK tax resident, and is not dual tax resident or an open ended investment company. All of these conditions are within the control of the Company to manage. HMRC may require the Group to exit the UK REIT regime if: * it regards a breach of conditions or failure to satisfy the conditions relating to the UK REIT regime as sufficiently serious. These are the conditions requiring the REIT to have at least three rental properties, for no one property to exceed 40 per cent. of the value of the portfolio, to distribute 90 per cent. of rental profits, and for 75 per cent. of assets and income to derive from investment property; * the Group has made such a serious attempt to avoid tax that HMRC consider that the benefits of the regime should be withdrawn; * the Group has committed at least four minor breaches of various conditions in a ten year period which, under the rules of the regime, did not require immediate loss of status; * HMRC has given the Company or members of the Group at least two notices in relation to the avoidance of tax within a ten year period; or * some of the shares of the Company are not traded by the end of the third accounting period after Admission, which is expected to be 31 December 2016. The Group could lose its status as a UK REIT as a result of actions by third parties, for example, in the event of a successful takeover by a company that is not a UK REIT or due to a breach of the close company condition if it is unable to remedy the breach within a specified timeframe, or if it is unable to meet the close company test within three years of Admission. It is also a requirement of the REIT regime that at least two shares in the Company are traded by the end of the third accounting period after UK REIT status is achieved, which is expected to be 31 December 2016. If this condition is not met, then HMRC may direct that REIT status is lost with effect from the end of the second accounting period, which is expected to be 31 December 2015. In many circumstances, a breach of a condition that results in a loss of UK REIT status will result in a loss of status with effect from the end of the accounting period prior to the breach. For this reason, it is possible that the Group may lose UK REIT status from the first day of joining the UK REIT regime.

c109953pu020 Proof 5: 29.5.14_22:00 B/L Revision: 0 Operator AllS The impact of loss of UK REIT status is that profits of the property rental business will be subject to corporation tax with effect from the date of exit from the regime. It should be noted that the Company would still be required to pay distributions arising from profits that were afforded tax exemption under the UK REIT regime under deduction of withholding tax even following exit from the regime. If the Group were to be required to leave the UK REIT regime within ten years of joining, HMRC has wide powers under the early exit provisions to direct how it is to be taxed (both before and after it leaves the UK REIT regime), including in relation to the date on which the Group would be treated as exiting the UK REIT regime which could have a material impact on the financial condition of the Company and, as a result, Shareholder returns.

4.2 Risks relating to close company status of the Company A REIT must not be a close company by the end of its ﬁrst three years as a REIT. The Company expects to be a close company when it enters the UK REIT regime. The Directors intend for the Company not to be a close company by the end of the ﬁrst three year period as a result of the plans set out in paragraph 13 of Part 1. If the close company condition is breached after the initial three year period following Admission, the Company may lose its UK REIT status and under certain circumstances HMRC may apply the early exit provisions referred to above to remove tax exemptions previously obtained under the UK REIT regime.

4.3 Risks relating to the distribution condition and financing condition To obtain full exemption from UK tax on the tax exempt business under the UK REIT regime, the Company is required, amongst other things, to distribute annually, within twelve months of the end of each accounting period, an amount sufficient to meet the 90 per cent. distribution test by way of Property Income Distribution, or PID. The Company would be required to pay corporation tax at regular corporate rates on any shortfall to the extent that it distributes as a PID less than the amount required to meet the 90 per cent. distribution test each year. Differences in timing between the receipt of cash and the recognition of income for the purposes of the UK REIT rules could require the Company to finance the distribution requirements that are necessary to achieve the full tax benefits associated with qualifying as a UK REIT, even if the then prevailing market conditions are not favourable for raising further capital, or to suffer the tax penalty. The Company will not be able to pursue growth solely from cash provided from its operational activities due to its minimum 90 per cent. distribution obligation under the UK REIT rules. Consequently, the Company may be forced to rely on the availability of debt or equity capital to fund future growth. However, there is no certainty that such funding will be available to the Company either at all or on acceptable terms. As a result of these factors, the constraints of maintaining UK REIT status could limit the Company’s future growth prospects and as a consequence (or in the event that the tax penalty is payable), could reduce returns to Shareholders. The UK REIT regime imposes an interest cover test whereby profits of the tax exempt business of the Group must be at least 1.25 times the costs of financing that business. If this condition is not met then the Company is required to pay corporation tax at regular corporate rates on an amount of income equivalent to the excess financing costs or 20 per cent. of the tax exempt business profits if that is less. It is anticipated that the Group will not meet the required interest cover test on Admission and therefore additional tax will be payable. Should income fall or finance costs rise materially, then the tax charge could increase without a corresponding increase in cash flow from which to pay the tax. However, given the long term contractual nature of the Group’s income and the fact that the cost of its debt is fixed through interest rate derivatives, the risk of greater than expected tax charges should not be material.

4.4 Risks relating to property disposals The Company and the members of the Group are not trading entities and do not intend to carry on development or trading activity. If any of the members of the Group were to dispose of a property in a manner indicative of a company that is trading in property rather than investing, the property may be treated as having been disposed of in the course of a trade, and any gain would not form part of the Group’s tax exempt proﬁts but would be subject to UK corporation tax.

c109953pu020 Proof 5: 29.5.14_22:00 B/L Revision: 0 Operator AllS Further, where development of a property has occurred following acquisition and the cost of development exceeds 30 per cent. of the fair value of the property at the later of the date of the acquisition of the property or the date the Company qualiﬁed as a REIT, the proceeds will be taxable if a disposal takes place within three years of completion of the development. However, the Group does not currently intend to undertake signiﬁcant development.

4.5 Risks relating to dividends paid to holders of excessive rights A UK REIT may become subject to an additional tax charge if it pays a dividend to, or in respect of, a holder of excessive rights. A holder of excessive rights is a body corporate that, directly or indirectly, holds a shareholding of 10 per cent. or more of the Company. This additional tax charge will not be incurred if the UK REIT has taken reasonable steps to avoid paying dividends to a holder of excessive rights. The Articles of the Company contain provisions designed to avoid the situation where dividends may become payable to a holder of excessive rights. The Substantial Existing Investors in the Company at Admission have agreed under the terms of the Disaggregation Agreement (subject to certain conditions) to restructure their holdings into and retain them as individual corporate shareholders, each holding less than 10 per cent. in the shares of the Company, prior to 30 September 2014, such that none of them is a holder of excessive rights.

4.6 Risks relating to a change in law Any future change in the Company’s tax status or in taxation legislation may affect the Company’s UK REIT status and, as a result, Shareholder returns. An increase in the rates of Stamp Duty Land Tax could have a material impact on the price at which UK land may be acquired (and the same may apply to assets in other jurisdictions) and therefore on asset values. Statements in this document are based on current UK tax law and practice that is subject to change, possibly with retrospective effect. The taxation of an investment in the Company depends on the individual circumstances of investors. Any change (including a change in interpretation) in the legislative provisions relating to UK REITS or in tax legislation more generally, either in the United Kingdom or in any other country in which the Company operates, could have a material adverse effect on the Company’s business, ﬁnancial condition, results of operations, future prospects or the price of the Ordinary Shares.

5 RISKS RELATING TO LAWS AND REGULATION WHICH MAY AFFECT THE COMPANY The Company and Investment Adviser are both subject to laws and regulations enacted by national, regional and local government and institutions. In particular, the Company will be required to comply with certain statutory requirements under English law applicable to an English company. Compliance with and the monitoring of applicable regulations may be difﬁcult, time consuming and/ or costly. Any changes to such regulation could affect the market value of the Company’s portfolio and/or the rental income of the portfolio. The Company will not obtain political risk insurance. As such, government action could have a signiﬁcant impact on the investments of the Company. Changes to the existing legislation or policy or additional legislation or policies may be burdensome for the Company to implement and may as a result have a negative impact on the returns of the Company. Government authorities are actively involved in the application and enforcement of laws and regulations relating to taxation, land use and zoning and planning restrictions, environmental protection, safety and other matters. The institution and enforcement of those laws and regulations could have the effect of increasing the expense and lowering the income or rate of return from, as well as adversely affecting, the value of the Company’s assets.

6 RISKS RELATING TO THE AIFMD The AIFMD imposes a regime for EU managers of AIFs and in respect of marketing of AIFs in the EU. The AIFMD has been implemented in the UK by the UK AIFMD Rules. Subject to transitional provisions, the AIFMD requires that EU AIFMs of AIFs are authorised and regulated. The Board has concluded that the Company will be an internally managed AIF within the scope of AIFMD and the UK AIFMD Rules. The Company will therefore be required to be authorised by the FCA. The Company is not yet authorised and while it has submitted its application, obtaining the requisite authorisation could take several months from submission, and therefore the Company is

c109953pu020 Proof 5: 29.5.14_22:00 B/L Revision: 0 Operator AllS currently being externally managed within the meaning of AIFMD on a temporary basis by Gallium (an independent third party which is an authorised person for the purposes of FSMA) as Interim AIFM of the Company, subject to the supervision of the Board, until such time as it has obtained the necessary authorisation to become an authorised person for the purposes of FSMA. In order to obtain authorisation and once authorised, the Company will need to comply with various organisational, operational and transparency obligations. The Company will also be required to appoint a depositary which is expected to be Gallium PE Depository Limited. In complying with these obligations the Company may be required to provide additional or different information to or update information given to investors and appoint or replace external service providers, including those referred to in this document. In addition, in complying with these organisational, operational and transparency obligations, the Company is likely to have higher management and operating costs than would otherwise be the case. Any failure by the Company to comply with the restrictions and other regulatory requirements placed on it by the FCA following authorisation could result in criminal, civil or regulatory enforcement proceedings and the imposition of ﬁnes, restitution or compensation orders and restrictions or closure of the Company. If the Company does not or cannot obtain authorisation under the AIFMD or if Gallium is unable to continue to act as Interim AIFM (or its appointment is otherwise terminated), the operation of the Company or the marketing of Shares to investors in the EU may be prohibited or restricted. This may adversely impact the Company’s ability to raise further capital and manage and/or add to the Group’s Portfolio. In addition, the Company may be required to appoint an alternative manager with the required authorisation to replace the Company or Gallium as AIFM. Further, there is a risk that the FCA may determine that the Company is not an internally managed AIF and that the Company’s Investment Adviser is acting as an external AIFM. If so, the Investment Adviser would need to obtain authorisation as an AIFM and the Company may not be able to raise further capital or manage and/or add to the Portfolio until such authorisation is obtained or the Investment Adviser is replaced.

7 RISKS RELATING TO THE SHARES 7.1 The market price of the Shares may fluctuate widely in response to different factors The market price of the Shares may not reflect the value of the Company and may be subject to fluctuations in response to many factors, including, amongst other things, variations in the Company’s operating results, the valuations of its assets and liabilities, additional issues of the Company’s shares or other securities exchangeable for or convertible into its shares, the addition or departure of Board members or of changes to the Investment Adviser or to the Prestbury Team, divergence in financial results from stock market expectations, changes in stock market analyst recommendations regarding the real estate sector as a whole, the Company or any of its assets, a perception that other market sectors may have higher growth prospects, general economic conditions, legislative changes in the real estate sector or the sectors in which the Company’s principal tenants operate (currently healthcare and leisure) and other events and factors within or outside the Company’s control. The market value of a Share may vary considerably from its underlying Net Asset Value. If the Company’s net assets do not grow at a rate sufficient to cover the net costs of operating the Company, Shareholders may not recover the amount initially invested.

7.2 The Group may in the future issue new Ordinary Shares, which may dilute Shareholders’ returns The Group may in future require additional equity ﬁnancing. While the Act contains pre- emption rights for Shareholders in relation to issues of shares in consideration for cash, such rights can be disapplied by special resolution of the Shareholders and do not apply where there is non-cash consideration. Therefore, any additional equity ﬁnancing may be dilutive to the Company’s existing Shareholders at that time. The Directors are currently authorised to allot equity securities for cash on a non pre-emptive basis: (a) pursuant to the Placing; (b) in connection with an offer of such securities by way of a rights issue; (c) pursuant to the terms of the Commitment Agreement; and (d) otherwise, up to an aggregate nominal amount of £5,615,320.90, which is equal to approximately one third of the Enlarged Issued Share Capital. Further details of the authorities granted to Directors are set out in paragraph 4.4 of Part 9: Additional Information. These authorities will allow the

c109953pu020 Proof 5: 29.5.14_22:00 B/L Revision: 0 Operator AllS Directors to issue a third of the current issued share capital without recourse to Shareholders and, accordingly, the consent of Shareholders will not be required for such an issue of Shares.

7.3 Sales of Shares by members of the Board, the Prestbury Group Existing Investors or the possibility of such sales, may affect the market price of the Shares Sales of Shares or interests in Shares by the Investment Adviser, its members, members of the Prestbury Group, Existing Investors or by the Board could depress the market price of the Shares. In addition, a substantial amount of Shares being sold, or the perception that sales of this type could occur, could also depress the market price of the Shares. Both scenarios, occurring either individually or collectively, may make it more difﬁcult for investors to sell the Shares at a time and price that they deem appropriate. In order to mitigate this risk, the Existing Investors, the Prestbury Directors and the Independent Directors who hold Shares at Admission have entered into lock-in and/or orderly market arrangements with respect to such Shares. Further details of such lock-in and orderly market arrangements are set out in paragraphs 11.3 to 11.6 of Part 9: Additional Information. Any Shares awarded in satisfaction of the performance fee payable to Prestbury pursuant to the Investment Advisory Agreement are also subject to lock-in arrangements, as detailed in paragraph 11.7.3 of Part 9: Additional Information.

7.4 The interests of significant Shareholders may conflict with those of other Shareholders Upon Admission, each of the Substantial Existing Investors will hold approximately 25 per cent. of the Enlarged Issued Share Capital; and the Prestbury Group will hold in aggregate approximately 26 per cent. of the Enlarged Issued Share Capital, and it is possible that, in future, other investors may have significant holdings of Shares. Accordingly, certain Shareholders will at Admission and may in future possess sufficient voting power to have significant influence on matters requiring Shareholder approval including the ability to prevent any special resolutions put to Shareholders from being passed. The interests of such significant Shareholders may conflict with those of other holders of Shares.

7.5 The Company’s ability to pay dividends will depend upon its ability to generate sufficient earnings and certain legal and regulatory restrictions All dividends and other distributions will be made at the discretion of the Board. The payment of any such dividend or other distribution will depend upon a number of factors, including the Company’s operating results, financial condition, current and anticipated cash needs, interest costs and net proceeds on any sale of its investments, legal and regulatory restrictions and requirements including the REIT rules, and such other factors as the Board may deem relevant from time to time. The Company’s ability to pay dividends will largely depend on the Group’s ability to generate realised profits and cash flow and its ability to pass such profits and cash flows to the Company on a timely basis.

7.6 The liquidity of Shares traded on AIM may be limited Investment in shares traded on AIM is perceived to involve a higher degree of risk and can provide less liquidity than investment in companies whose shares are listed on the Official List. AIM has been in existence since June 1995 but the future success and liquidity in the market for the Company’s securities cannot be guaranteed. Further, the London Stock Exchange has the right to suspend or limit trading in a company’s securities. A suspension or significant limit on liquidity of the Company’s Shares could result in Shareholders realising less on a disposal than their initial investment. The Company does not have a fixed winding up date and therefore, unless Shareholders vote to wind up the Company, Shareholders will only be able to realise their investment through the market. As a result of the Investor Lock-in Deeds, the Prestbury Director Lock-in Deeds and the Independent Director Lock-in Deeds, approximately 76 per cent. of the issued share capital of the Company will be subject to lock- in arrangements following Admission and, accordingly, in the absence of further share issues the liquidity of the Company’s shares will be restricted until the various lock-in periods expire.

c109953pu020 Proof 5: 29.5.14_22:00 B/L Revision: 0 Operator AllS Part 1: Information on the Company and the Group

The following information should be read in conjunction with the more detailed information appearing elsewhere in this document, including the unaudited pro forma consolidated EPRA net assets statement in Part 4, the property valuation report in Part 5, and the ﬁnancial information in Part 6.

1 INTRODUCTION Secure Income REIT Plc has been established with the intention of becoming a UK REIT specialising in long term, inflation protected, secure income from real estate investments. The investment strategy is designed to satisfy investors’ growing requirements for high quality, safe, inflation protected income. The Company is to be managed by the Prestbury Team, which has been responsible for a series of highly successful property investment businesses over more than 25 years, including, most recently, Max Property Group Plc. Prestbury’s interests are strongly aligned with those of all holders through the Prestbury Group’s £75 million stake in the Company. At Admission, the Group will own a freehold portfolio of 28 well established, key operating real estate assets, independently valued by CBRE at £1.46 billion as at 30 April 2014 reflecting a yield at the completion of the 2014 rental uplifts this July, of 6.1 per cent. Key operating assets are those that comprise an important part of the tenant group’s business and financial performance, as distinct from, for example, administrative offices that could be located almost anywhere. Financially strong, global businesses guarantee 98 per cent. of the Group’s rental income: the Merlin Entertainments and Ramsay Health Care groups. The Portfolio includes Madame Tussauds in London, Alton Towers theme park and hotel, Thorpe Park and 21 private hospitals in the UK. Rental income on the Portfolio currently amounts to £92.4 million per annum, with annual upwards only contracted rental uplifts throughout the term of each lease. The current year’s reviews will be completed by July 2014, at which time rents are expected to increase to £93.6 million per annum. The weighted average unexpired lease term of the Portfolio is 25 years, very significantly in excess of the average in the UK market today of less than six years. The Company is proposing a Placing of £15 million before expenses, representing 5 per cent. of the Company’s equity and valuing the business at approximately £278 million before the Placing. Members of the Prestbury Team will subscribe for 8 per cent. of the Placing Shares, which is in addition the Prestbury Group’s existing 25 per cent. interest at Admission. The Directors’ intention is to exercise strong capital discipline at all times and to use equity prudently to enhance returns for all Shareholders. The Board will actively seek large acquisition opportunities that would require capital to be raised in amounts that are significant relative to the current capital base of the Company. The Board’s preference is to give participants in future equity issues the opportunity to assess acquisitions on their merits at the time, and to tailor capital raising to specific investment opportunities, rather than to raise additional cash for future investments on a blind pool basis. The Board aims to deliver attractive, risk-adjusted total returns to Shareholders and its ambition is to create a substantial specialist long term income REIT with diversified income sources. The Group’s listed REIT status will enable the Board to unlock opportunities for acquisitions where there are inherent capital gains tax liabilities that other non-REIT purchasers would be unwilling or unable to take on, deploying its equity as currency where appropriate. The Board’s intention is to focus on the underlying financial performance of the businesses underpinning long term lease income streams, together with the relevant features of the market sectors, when assessing acquisition opportunities. The business is geared to take advantage of market conditions and generate strong growth for investors. Through a combination of growth in asset values as a result of the annually increasing rental income streams, refinancing existing debt and equity issues for new acquisitions, the Board aims to reduce the Group’s leverage over the medium term. An outstanding, experienced non-executive Board has been assembled comprising four Independent Directors and three directors from the Prestbury Team. The Directors have a wealth of experience in real estate, corporate finance, tax and capital markets. The Board will be chaired by Martin Moore, together with Leslie Ferrar, Jonathan Lane and Ian Marcus as Independent Directors. Also on the Board representing Prestbury are Nick Leslau, Mike Brown and Sandy

c109953pu030 Proof 5: 29.5.14_22:01 B/L Revision: 0 Operator AllS Gumm. Further information about the Board, including the expertise and experience of the Independent Directors is included in Part 3: Information on the Directors. The Company is advised by Prestbury, which has granted the Company exclusive rights to investment opportunities relating to appropriate real estate assets with long term secure income streams that it sources during the term of its appointment. Prestbury is led by Nick Leslau and Mike Brown, two of the UK’s most successful real estate entrepreneurs, with a strong track record over more than 25 years of producing above market returns for investors throughout the real estate cycle, including major leadership roles at Burford Holdings Plc, Prestbury Group Plc, Helical Bar Plc and Max Property Group Plc. The Prestbury Team comprises Nick Leslau, Mike Brown, Tim Evans, Ben Walford and Sandy Gumm, all partners in Prestbury. The Prestbury Group will own approximately £75 million of Shares in the Company valued at the Placing Price or approximately 26 per cent. of the Enlarged Issued Share Capital, strongly aligning Prestbury’s interests with those of all Shareholders. Further information about the Prestbury Team, its track record and the terms of its appointment is included in Part 2: Prestbury and the Investment Advisory Agreement.

2 INVESTMENT POLICY The Company will invest in long term, secure income streams from real estate investments. A long term income stream is considered to be one with (or a portfolio with) a weighted average term to maturity in excess of 15 years at the time of acquisition. The Portfolio is considered by the Board to offer attractive geared returns from high quality real estate, with financially strong tenants which have well established brands in industry sectors with strong defensive characteristics. The Board proposes to build on this strong foundation by seeking to: * diversify sources of income and enhance prospects for attractive total returns through acquisitions; * extend the maturity profile of the Group’s debt through efficient use of capital in refinancing the existing debt in due course; and * ultimately reduce overall leverage in order to enhance income returns for investors. The Company will not materially change the investment policy set out in this document without seeking the prior consent of its Shareholders at a general meeting.

3 INVESTMENT STRATEGY There are no significant UK REITs specialising only in long leases across a range of property sectors. The Board aims to fill this gap and build a substantial diversified portfolio across a range of sectors. It will not be restricted by property sector, but will be free to assess a range of long term rental streams on the merits of the underlying real estate and credit quality. Long term income streams and annual upwards only rent reviews in the Group’s existing Portfolio mean that the Group’s revenues are predictable and, through judicious tenant and guarantor selection, should also be reliable. Having the advantage of a secure and predictable revenue stream, the Board considers that the Group’s financing structure should be structured similarly, so that the medium to long term outlook for financing costs is both stable and secure. Consequently, the Board intends to hedge exposure to interest rate risk through interest rate derivatives or through fixed rate debt structures where appropriate and will seek to achieve a balanced portfolio of debt maturities. Debt to Equity ratios will be carefully considered in order to reflect portfolio risk characteristics and the stage of the economic cycle, with a view to managing refinancing risks and delivering appropriate levels of income returns to investors. The Directors do not currently intend to impose particular limits on the Company in relation to its level of leverage. In addition to its focus on expanding the asset base and diversifying income streams, the Board will weigh up the most appropriate of the wide range of options available to it in order to finance the Portfolio beyond the current mid-2017 debt maturities. This might involve any one or a combination of bank debt, borrowing from institutional lenders, securitised debt structures, or financing through the debt capital markets or equity capital markets. The Directors have a significant depth of experience in real estate financing markets which they propose to deploy in formulating what they consider to be the most effective capital structure for the Group.

c109953pu030 Proof 5: 29.5.14_22:01 B/L Revision: 0 Operator AllS The Board believes that it will be able to seek acquisition opportunities from a range of sources including:

* lenders seeking exits, in particular including those where costs relating to legacy debt and hedging structures have to be addressed;

* operating businesses seeking efﬁcient funding options through property disposals;

* assets within non-REIT structures where the seller’s capital gains tax issues prevent an exit without triggering excessive tax, but where the Company’s REIT structure creates a competitive pricing advantage over non-REITs; and

* opportunities where the Company’s listed status can be used to structure share for share transactions and to access effective reﬁnancing strategies for portfolios acquired together with the associated debt.

The Prestbury Team is aware of a number of transactions in the UK market over the last 12 months or so that would have fit the Company’s investment strategy and which they consider would have merited serious consideration had the Company existed as a REIT at the time. They have identified at least 21 transactions over ten sectors with contract prices ranging from £31 million to £700 million reflecting net initial yields in a range from 9.3 per cent. to 3.5 per cent. Of this wide range of transactions, the Board considers that the following sample reflects the characteristics that could have led it to pursue the opportunity:

Property/sector Lease terms WAULT(1) Rent Price NIY(2) Portfolio of 134 pubs 102 pubs let to Spirit with Spirit c.28.5 years £20.0m £203m 9.3% in the UK (SGE) Limited guarantee. 1.25 per cent. pa ﬁxed uplift March 2017-22 then 2.5 per cent. pa for remainder of term expiring 2044

32 pubs let to Punch with Punch Taverns (PGE) Limited guarantee. 2.5 per cent. pa ﬁxed uplift in March to 2023. Open market review March 2024 and 5 yearly. Leases expire 2034.

Majority freehold

Multiplex cinema Let to Odeon Cinemas Limited 25 years £5.9m £80.6m 6.9% portfolio of 10 for 25 years with no break and is properties in the UK subject to annual rental increases between 1 per cent. and 5 per cent. linked to the annual RPI Index.

Freehold

12 Spire Healthcare c.730 bed portfolio let to Spire Unknown c.£51.8m £700m c.7.0% Hospitals in the UK Healthcare understood to be 30 but believed years leases at annual RPI to be 415 uplifts. years

Freehold

(1) Weighted Average Unexpired Lease Term

(2) Net Initial Yield

c109953pu030 Proof 5: 29.5.14_22:01 B/L Revision: 0 Operator AllS 4 BUSINESS STRENGTHS The Board has a firm intention to build on the Company’s substantial Portfolio to deliver a very attractive proposition for investors, offering: * long term income streams secured on high quality real estate and with the portfolio income derived from large, financially secure, global mature businesses with strong brands; * gearing appropriate to the underlying assets and the stage of the economic cycle; * the tax efficiency of a UK REIT structure; * a strategy overseen by a strong Board with extensive relevant experience and a majority of Independent Directors; * exclusive access to all appropriate long term income transactions sourced by Prestbury; and * day to day management undertaken by the Prestbury Team, with a track record of more than 25 years of outperformance in the real estate sector and a strong alignment to all Shareholders’ interests through the Prestbury Group’s substantial shareholding and incentive arrangements.

Portfolio of high quality real estate with financially strong tenants The Board considers that the Portfolio offers investors access to attractive geared returns from assets with secure, long term income derived from tenants whose businesses offer global spread and which have performed very well over many years, even through the recent recession, demonstrating their strong defensive qualities. Details of the Portfolio are set out in Part 5: Property Valuation Report. Information on the principal tenant and guarantor groups, Merlin and Ramsay, is set out in paragraph 5 of this Part 1. The Board considers these businesses to be particularly attractive given their resilient trading through the recent recession, the broad spread of their own sources of income and profitability and the barriers to entry in their respective markets. In addition to the attractive growth prospects offered by the annually increasing income profile and leverage through debt financing, the Portfolio has defensive characteristics: * long leases and contractual uplifts are increasingly sought after against a background of shortening lease lengths in the market generally; * the assets are key operating assets representing a significant and profitable part of each tenant’s business; * for the Healthcare Portfolio specifically: * the ageing UK population has increasingly complex acute care needs which are challenging to NHS resources, particularly with seasonal demand fluctuations, without support from the private sector; * patient choice and therefore private sector involvement appears to be embedded in the NHS ethos and government policy; * Ramsay is at the forefront of public/private co-operation, with approximately 70 per cent. of its UK admissions from the NHS during its 2013 financial year; * planning restrictions and other regulations create barriers to entry; and * Ramsay’s global business provides protection against fluctuations in any one geographic segment; * for the Leisure Portfolio specifically: * it includes two of the UK’s top theme parks and one of London’s top visitor attractions; * planning restrictions create barriers to entry; and * Merlin’s global spread and balance of indoor/outdoor attractions and attractions aimed at various age ranges provides protection against fluctuations in trading in any one geographic or demographic segment. Furthermore, the Board considers that there are opportunities to develop within the Portfolio through active estate management, including through the market review mechanism in the Healthcare Portfolio to capture tenants’ earnings growth and the impact of the tenants’ capital investments in the assets.

c109953pu030 Proof 5: 29.5.14_22:01 B/L Revision: 0 Operator AllS Access to geared returns on a substantial portfolio The impact of leverage in the context of the annually increasing income stream would create, in a situation where property valuation yields remain constant or improve, increasing shareholder returns through the revaluation of the assets. Given the impact of the annual review mechanisms, the Portfolio yield could in fact worsen by approximately 3 per cent. per annum before asset values fall from their current level. Factors that are relevant in considering the appropriateness of gearing levels include the security and longevity of underlying income streams and also the stage in the economic cycle. Long term trends show that growth in real commercial property values has shown strong correlation with GDP.

3.32755 8 Ͳ 20 Ͳ3.50607 UK GDP (LHS) All Property Real Capital Growth (RHS) Ͳ1.97903 15 6 Ͳ3.6368 10

4 5

Ͳ21.113 0 Ͳ1.292442 Ͳ13.9954 Ͳ11.8196 -5 0 -10 Ͳ6.8805 0.55049 --22 Ͳ -155 3.567032 1.591839 -20 -4 -25 Ͳ0.6331 -6 Ͳ0.28658 -30 2011 1981 1982 1983 1984 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2012 2013

Source: CBRE, Oxford Economics and Investment Property Databank The outlook for UK GDP is currently relatively strong. This can only be taken as an indication but the Directors believe that a positive GDP outlook is likely to translate into a positive outlook for real estate returns. At Admission, the two non-recourse debt facilities secured on the Portfolio amount to an overall loan to value ratio of 80 per cent. with Healthcare at 84 per cent. and Leisure at 76 per cent. Assuming a constant portfolio valuation yield, the loan to value ratios of the Portfolios at the time of debt maturity, including the estimated costs of refinancing, reduce to 77 per cent. for the Healthcare Portfolio and 66 per cent. for the Leisure Portfolio. As a result, assuming an illustrative scenario of constant valuation yields and a debt refinance at loan maturity on an interest only basis and the current cost of finance, the value of Shareholders’ equity is estimated to double by year five and treble by year nine. Summary details of the debt in place at Admission are set out in paragraphs 11.12 and 11.13 of Part 9: Additional Information.

Tax efﬁciency of the REIT structure Through the tax free nature of property rental surpluses and gains on sales of property, REIT status presents a tax efﬁcient structure for investors. Furthermore, REITs have a competitive advantage in accessing acquisition opportunities, as REIT status will result in the elimination of latent capital gains within a corporate acquisition target. The tax characteristics of UK REITs are summarised in Part 7: The REIT Regime and UK Taxation.

The strength of the Board The Board comprises four independent non-executive directors and three non-executives representing Prestbury. There must be a majority of Independent Directors over Prestbury Directors in order for a Board meeting to be quorate, providing strong oversight of the Investment Adviser.

c109953pu030 Proof 5: 29.5.14_22:01 B/L Revision: 0 Operator AllS The Board as a whole has extensive experience in the governance of both quoted and unquoted businesses. Further information on the expertise and experience of the Independent Directors is included in Part 3: Information on the Directors. The Prestbury Directors and the majority of Independent Directors have been extensively involved in transacting and/or ﬁnancing long term lease real estate transactions in the UK and Europe over the past ten years. This experience will be brought to bear in identifying new acquisition opportunities, reﬁnancing the Portfolio and identifying asset management opportunities. The Independent Directors intend to invest an aggregate of £275,000 in the Placing at the Placing Price, with all four intending to invest. The Prestbury Directors will be investing £1.2 million in Placing Shares at the Placing Price, in addition to the Prestbury Group’s existing 25 per cent. shareholding at Admission. Information on the Board is set out in Part 3: Information on the Directors and Part 2: Prestbury and the Investment Advisory Agreement.

Exclusive access to deal ﬂow from Prestbury Prestbury has agreed to offer the Company exclusive access to all appropriate long term income transactions it sources during the term of its appointment as Investment Adviser. With a substantial investment in the Company’s shares, the Prestbury Team is strongly motivated to source suitable transactions for the Board’s consideration in order to deliver the investment strategy. Accordingly, the Board believes that this provides material protection against the circumstances in which the Investment Adviser may have a conﬂict of interest with the Company.

Strong alignment of interests between Prestbury and the Shareholders The Prestbury Group is very significantly invested in the Company, providing strong alignment with all Shareholders’ interests. The Prestbury Group will be interested in approximately 26 per cent. of the Shares at Admission, worth approximately £75 million at the Placing Price. None of the Shares held by the Prestbury Group at Admission may be sold without both the Company and its broker’s consent, for a minimum period of 12 months from Admission with the phased release from lock-in over the following 12 months. The Prestbury Group is committed to a long term participation in the Company and has no current intention to sell its Shares once the lock-in period expires. The members of the Prestbury Team have a track record of very long-term investment in businesses owned and managed by them. In addition to the existing holdings, under the Investment Advisory Agreement, the Prestbury Group stands to increase its shareholding through earning shares under the performance fee arrangements which are summarised in paragraph 11.7.3 of Part 9: Additional Information. The performance fee will, if earned, be payable annually and calculated on the basis of audited annual accounts at the lower of: * 20 per cent. of the excess of shareholder returns over a 10 per cent. annual return with the hurdle automatically resetting each year to 10 per cent. over the previous year’s EPRA NAV per share plus dividends; and * 20 per cent. of the excess of year end EPRA NAV per share plus dividends paid over the ‘high watermark’, being NAV per share plus dividends per share as at the last time a performance fee was paid or 172 pence per share if performance fees have yet to be earned. The performance fee will be satisfied in Shares, subject to certain exceptions where settlement in Shares would be prohibited by applicable law or by the AIM Rules or would result in a member of the Concert Party incurring an obligation to make an offer under Rule 9 of the City Code, or if the Company fails to obtain a valuation of non-cash consideration where it is required to do so, in which case, the performance fee will be settled in cash. Assuming no such requirement, the performance fee will be settled by the allotment to a wholly- owned subsidiary of Prestbury, Prestbury Incentives Limited, of such number of new Shares credited as fully paid as is equal to the performance fee (net of VAT) divided by the average closing share price over the financial year for which the fee has been earned (rounded down to the nearest whole Share). Further details in relation to these settlement arrangements are set out in paragraph 11.7.3 of Part 9: Additional Information. One third of those shares is then locked in for 18 months after the end of the accounting period to which the award of such Shares relates, a further one third for 30 months and a further one third for 42 months.

c109953pu030 Proof 5: 29.5.14_22:01 B/L Revision: 0 Operator AllS Consequently, the Prestbury Team is motivated to achieve growth in EPRA NAV per share, but the Prestbury Group’s own substantial shareholding acts to ensure that interests remain appropriately aligned with those of Shareholders as a whole.

5 INFORMATION ON THE GROUP Overview At Admission, the Group will own a freehold real estate Portfolio of 28 assets, independently valued at £1.46 billion as at 30 April 2014. The Portfolio is ﬁnanced by two non-recourse debt facilities with a weighted average term to maturity of just over three years from Admission. The real estate assets comprise the Healthcare Portfolio and the Leisure Portfolio. The Portfolio valuation is analysed between the two portfolios as follows:

Healthcare Leisure Total Net Initial Yield at Net Initial Yield at Net Initial Yield at Yield July ‘14 Value Yield July ‘14 Value Yield July ‘14 Value London Assets 5.1% 5.25% £32.7m 5.0% 5.1% £286.7m 5.0% 5.1% £319.4m Rest of UK 6.1% 6.25% £694.8m 6.1% 6.3% £376.5m 6.1% 6.25% £1,071.3m Germany — — — 7.3% 7.5% £66.3m 7.3% 7.5% £66.3m Total 6.0% 6.2% £727.5m 5.8% 5.9% £729.5m 5.9% 6.1 % £1,457.0m

The July 2014 yields are calculated on the basis of the rents following the completion of the 2014 rental uplift cycle. These are ﬁxed at 2.75 per cent. for Healthcare on 3 May 2014 and 3.34 per cent. for German leisure assets on 30 July 2014. The UK Leisure reviews occur on 25 June 2014 and are linked to RPI uplifts from April 2013 to April 2014, which CBRE have assumed for the purposes of their valuation to be 2.6 per cent., using Oxford Economics as a source for this estimate of RPI.

Location of UK properties

Key to Map Ramsay assets 1 Ashtead Hospital 8 North Downs Hospital 15 Rowley Hospital 2 Duchy Hospital 9 Oaklands Hospital 16 Springﬁeld Hospital 3 Euxton Hall Hospital 10 Oaks Hospital 17 West Midlands Hospital 4 Fitzwilliam Hospital 11 Pinehill Hospital 18 Winﬁeld Hospital 5 Fulwood Hospital 12 Reading Hospital 19 Woodland Hospital 6 Mount Stuart Hospital 13 Renacres Hospital 20 Yorkshire Clinic 7 New Hall Hospital 14 Rivers Hospital 21 Capio Nightingale Hospital Merlin assets 22 Alton Towers and Alton Towers Hotels 25 Thorpe Park 24 Madame Tussauds 26 Warwick Castle

c109953pu030 Proof 5: 29.5.14_22:01 B/L Revision: 0 Operator AllS Over half of the Group’s assets by value are in London and the South East.

Location Healthcare Leisure Total London 5% 39% 22% South East 49% 17% 33% London and South East 54% 56% 55% Rest of UK 46% 35% 41% Total UK 100% 91% 96% Germany — 9% 4%

Healthcare Portfolio The Healthcare Portfolio comprises 20 private hospitals let to a subsidiary of Ramsay Health Care Limited, the ASX listed Australian private healthcare group, and one psychiatric hospital let to Sweden’s Capio healthcare group. The private hospitals let to Ramsay comprise 96 per cent. of the Healthcare Portfolio rent and open market value and approximately half of total Portfolio rent and value. The Healthcare assets have been independently valued as at 30 April 2014 at £727.5 million and currently produce £47.8 million per annum of rental income. The rental income increases by a minimum of 2.75 per cent. per annum throughout the lease term, every May. Every five years, commencing in May 2017, the landlord has the option to review the rent to the higher of 2.75 per cent. per annum compound and open market rental value, with a special assumption at the first open market review in May 2017 that the rental level is the higher of the indexed rent or 88.5 per cent. of the open market rental value of the premises as calculated by the formula 0.885 x 0.65 x ‘EBITDARH’, where EBITDARH is the earnings from each individual property before interest, tax, depreciation, amortisation, rent and head office costs. The unexpired lease term of all of the Healthcare leases is 23 years and there are no break options in the leases. The leases are fully repairing and insuring institutional leases such that the tenant is obliged to keep the premises in good and substantial repair and condition including where necessary to rebuild, reinstate, renew or replace the premises. The tenant may assign the whole of the premises with the landlord’s prior written consent (such consent not to be unreasonably withheld or delayed). However the landlord is entitled to withhold consent if the proposed assignee’s financial strength is not at least equivalent to the financial strength of the tenant if the assignment would detrimentally affect the value of the landlord’s interest, or if the assignee is not a company which is recognised as a leading hospital operator. The leases on the 20 private hospitals are all guaranteed by Ramsay Health Care Limited, Australia’s largest hospital operator, a constituent of the Australian Stock Exchange’s ASX100 index of 100 largest companies, with a market capitalisation at 23 May 2014 of £5.2 billion. In its most recent results announcement for the six months ended 31 December 2013, Ramsay reported that the global business, which has been operating for 50 years this year: * operates 151 hospitals in five countries; * with over 14,500 beds; * employing over 30,000 people; and * admitting over 1.4 million patients annually. For the year to 30 June 2013, Ramsay announced revenues up 5.5 per cent. to A$4.2bn (approx. £2.7 billion), core net profit after tax up 15.1 per cent. at A$290.9 million (approx. £190.3 million) and core EPS up 17.1 per cent in comparison to the year to 30 June 2012. The Ramsay group operates with relatively low leverage, having increased leverage in the past to finance acquisitions and subsequently paid down debt out of operating cash flow. Ramsay measures its leverage as net debt divided by EBITDA and reported leverage at 30 June 2013 at 1.6 times. Ramsay’s UK business is its second largest geographical segment after Australia and the properties in the Healthcare Portfolio comprise the majority of Ramsay’s UK business. For the year ended 30 June 2013, the UK business contributed 13 per cent. of Ramsay group revenues and 19 per cent. of group EBITDAR. It is the fifth largest private hospitals group in the UK in terms of market share.

c109953pu030 Proof 5: 29.5.14_22:01 B/L Revision: 0 Operator AllS According to its results announcement for the six months ended 31 December 2013, some 70 per cent. of Ramsay’s UK revenues are accounted for by NHS income, following a successful strategy by Ramsay group’s management of targeting NHS income against a market of declining self-pay and private healthcare admissions through the recession. Ramsay management has stated that in its view the recent Competition Commission enquiries into private hospitals could create acquisition opportunities for the Ramsay group as other UK healthcare providers are forced to dispose of hospitals. Further information about the Ramsay group is available from its website, www.ramsayhealth.com/ investor-centre. The Capio Nightingale Hospital in Lisson Grove is the leading private mental health provider in Central London. The obligations under the Lisson Grove lease are guaranteed by Capio AB, part of Sweden’s pan-European Capio healthcare group. The latest annual accounts of the guarantor for the year ended 31 December 2012 disclose net assets of SEK3.9 billion (approximately £363.3 million).

Leisure Portfolio The Leisure Portfolio comprises five well known visitor attractions and two hotels, let to subsidiaries of Merlin Entertainments Plc and guaranteed by Merlin Entertainments Plc itself. The leisure assets are independently valued at £729.5 million at 30 April 2014 and currently produce £44.6 million per annum of rental income, estimated to increase to £45.8 million per annum assuming the same RPI uplift as estimated by the independent valuers at 2.6 per cent. to April 2014 and taking the German rents (12 per cent. of total leisure rents) at a constant exchange rate of c1:£0.82. The visitor attractions account for 88 per cent. and the hotels account for 12 per cent. of Leisure Portfolio rents. The UK Leisure Portfolio represents 88 per cent. of the Leisure Portfolio rental income and 91 per cent. of Leisure Portfolio value, and comprise Madame Tussauds on Baker Street, London; Alton Towers theme park; Alton Towers hotels; Warwick Castle; and Thorpe Park. The German assets comprise Heide Park theme park, the largest theme park in northern Germany, and its associated hotel, in Soltau, Saxony. The average unexpired lease term of the Leisure assets is 28 years. The tenant has two rights to renew these leases for 35 years at the end of each term. The leases are fully repairing and insuring institutional leases such that the tenant is obliged to keep the premises in good and substantial repair and condition including where necessary to rebuild, reinstate, renew or replace the premises. However, the tenant is not obliged to rebuild, reinstate, renew or replace any rides (although the obligation to otherwise repair still applies). The tenant may assign the whole of the premises with prior written consent (such consent not to be unreasonably withheld or delayed). However, the landlord is entitled to withhold consent if the proposed assignee’s financial strength is not at least equivalent to the financial strength of the tenant, or if the assignment would detrimentally affect the value of the landlord’s interest, or if the assignee is not a company which is recognised as a leading leisure entertainment facility or hotel operator. The leases are guaranteed by Merlin Entertainments Plc, the London Stock Exchange listed FTSE 250 leisure group with a market capitalisation at 23 May 2014 of approximately £3.6 billion. Merlin is Europe’s leading and the world’s second largest visitor attractions operator. It has reported double digit revenue and EBITDA growth since 2009. The Merlin business is diversified across three divisions: Midway, LEGOLAND Parks and Resort Theme Parks encompassing a variety of target age ranges and a spread between indoor and outdoor attractions throughout the world. Its 2013 revenues were spread between the United Kingdom (39 per cent.), Continental Europe (26 per cent.), North America (21 per cent.) and the Asia Pacific region (14 per cent.). Merlin’s long term aspiration is stated to be to further balance its revenue split with approximately one third of revenues arising in each of Europe, the Americas and Asia Pacific, therefore its new business focus is in North America and the Asia Pacific region. In its results announcement for the year to 28 December 2013, Merlin reports that the marketplace in which it operates is fragmented, with Merlin and its largest competitor holding global market share of less than 5 per cent. Merlin management notes in its results announcement for the year ended 28 December 2013 that global leisure spending is expected to grow by some 5 per cent. per annum from 2011 to 2016, driven by rising incomes and increasing leisure time. Merlin

c109953pu030 Proof 5: 29.5.14_22:01 B/L Revision: 0 Operator AllS management considers this to be a fundamental driver of the business, which appears well placed to continue to deliver strong growth through organic growth and new acquisitions. With 59.8 million visitors and revenues of £1.2 billion in the year to 28 December 2013, the Merlin group produced EBITDA of £390 million and an operating profit before exceptional and non- recurring items of £290 million, up 12.3 per cent. on the prior year. Merlin reported a 13.4 per cent. per annum compound annual growth in EBITDA and a 13.2 per cent. compound annual growth rate in operating profits over the year to 28 December 2013, in both cases excluding exceptional and non-recurring items. Merlin’s net assets at 28 December 2013 were £944 million. Merlin reports that it spends some 8 to 10 per cent. of annual revenues on capital expenditure and, even after capital expenditure, is a strongly cash generative business. Excluding the proceeds of its IPO net of costs and debt repayments, the group reported a net cash inflow of £110 million in 2013. Net operating cash flow after tax was £365 million. Through a combination of debt repayment from the IPO proceeds and growth in EBITDA, Merlin has reduced its leverage ratio of net debt to underlying EBITDA from 3.7 times in 2012 to 2.6 times in 2013. Merlin’s most recent results announcement is the interim management statement for the 18 weeks to 3 May 2014 in which it reports a strong start to the year. Merlin’s like for like revenue growth on a constant currency basis was 12.0 per cent. in the period with total Merlin group revenues at actual exchange rates growing by 10.8 per cent.. Merlin management attributes this good performance to favourable weather in Northern Europe and strong promotional activity around ‘The LEGO Movie’. Its full year expectations are unchanged and ‘‘further strong underlying growth’’ across the Group is anticipated by Merlin management. Further information about Merlin can be obtained from its website, www.merlinentertainments.biz. Further information about the Portfolio is included in Part 5: Property Valuation Report.

Portfolio history and background Since 2007, the Portfolio has been held in separate sub-groups under common ownership by Prestbury 1 LP, a private investment business established in July 2006 and managed by its general partner, which is a wholly owned subsidiary of Prestbury. The Portfolio was acquired in 2007 as part of Prestbury’s defensive real estate strategy focussed on secure long term rental income streams arising from key operating assets. This strategy was formulated in the context of the Prestbury Team’s perception that the property investment market was overheating at that time and the view that long term income streams represent a defensive investment when markets are volatile. Since that time, and in the face of the crash in real estate values commencing in 2008, the asset values have ultimately proved resilient, with the ungeared asset returns signiﬁcantly outperforming the market. The Group companies have complied with the debt facilities secured on the Portfolio throughout this period, a testament to the security of the income and the quality of the assets. Since their purchase in mid-2007, the UK assets within the Portfolios (95 per cent. of the Portfolio value) have shown a signiﬁcantly higher return than shown by the IPD UK Quarterly Index, validating the Prestbury Team’s investment strategy at the time of acquisition. The total return from the Portfolios from acquisition until the 30 April 2014 valuation equated to an average of 7.6 per cent. per annum whereas the IPD index over a similar period from June 2007 to March 2014 equated to an average return of 1.1 per cent. per annum.

c109953pu030 Proof 5: 29.5.14_22:01 B/L Revision: 0 Operator AllS Historic Performance of UK assets

10% 9% 8.2% 8% 7.6% 7.0% 7% 6% 5% 4% 3% IPD June 2007 to March 2014 1.1% 2% mid 2007 to 31 march 2014 march 31 to 2007 mid Ungeared total return % pa 1% 0% HospitalsLeisure Total Assets

Source: Prestbury A flotation and conversion to REIT status has always been one of the Existing Investors’ preferred options for the Portfolio. All of the Existing Investors or their affiliates have, as limited partners in Prestbury 1 LP, been investors in the Portfolio since its acquisition in 2007. The Existing Investors comprise entities controlled by Prestbury Investment Holdings Limited (a company in which Nick Leslau has a significant influence), Sir Tom Hunter’s West Coast Capital and a subsidiary of Lloyds Banking Group which had been established to make equity investments, each of which holds a 26.7 per cent. partnership interest (the Substantial Existing Investors), and three private investors each with a 6.7 per cent. interest (the Other Existing Investors). The Existing Investors wish to remain invested in the Portfolio at present and have therefore ruled out a sale of the Portfolio and consider that the creation of a UK REIT structure to hold the assets, enhance options for refinancing the secured debt and grow by way of acquisition of additional long term income streams represents an excellent holding structure for these assets. The Existing Investors’ interests will be diluted by 5 per cent. on Admission. Under the terms of the Investor Lock-In Deeds, each of the Substantial Existing Investors has agreed that, subject to certain exceptions, all of the Shares held by them and their connected persons at Admission will be locked in for a period of 12 months following Admission with phased release of the lock-in over the following 12 month period and thereafter subject to orderly market provisions for a specified period of up to three years following Admission. Further details of the Investor Lock-In Deeds are set out in paragraph 11.5 of Part 9 Additional Information. Under the terms of the Orderly Market Deeds, each of the Other Existing Investors has agreed, subject to certain exceptions and for a specified period of up to three years following Admission, to conduct sales of the Shares they hold on Admission through the Company’s broker with a view to maintaining an orderly market in the Shares. Further details of the Orderly Market Deeds are set out in paragraph 11.6 of Part 9: Additional Information.

Financial performance While the Company and Hospital Holdings have historically been under common control but have not formed part of a legal group, they now form a single group and so for the purposes of presenting historical financial information in this document their results and net assets have been aggregated to show the consolidated position of the Group. Audited Group financial information for the three years ended 31 March 2013 and the interim results of the Group for the half year ended 30 September 2013 are included in Part 6: Historical Financial Information on the Group. The lease structures have not changed throughout the period of the historical financial information and do not change as a consequence of Admission. However, the pre-Admission restructuring will, on Admission, result in certain other changes not reflected in the historical financial information set out in Part 6 of this document and summarised below. This includes the variation of the loan agreement financing the Hospitals Portfolio from an amortising repayment profile to an interest only facility and the Company, as a standalone entity, incurring its own operating costs, including those connected to its listed status and the advisory fee payable to Prestbury, details of which are set out in paragraph 11.7.2 of Part 9: Additional Information.

c109953pu030 Proof 5: 29.5.14_22:01 B/L Revision: 0 Operator AllS All of the financial information for the periods up to and including 30 September 2013 represents the capital structure of the Group at that time and does not reflect the impact of the pre-Admission restructuring of the Group, the valuation of the assets at their 30 April 2014 independent valuation, the impact of entry into the REIT regime or the Placing. The pro forma financial information presented in Part 4: Unaudited Pro Forma Consolidated EPRA Net Assets Statement, summarised below, reflects the impact of these adjustments on the net assets of the Group as at 30 September 2013. The consolidated adjusted profit before interest and tax and consolidated cash flows from operating activities through the three years ended 31 March 2013 and the six months ended 30 September 2013 are summarised below: 6 months Year ended Year ended Year ended ended 31 March 31 March 31 March 30 Sept 2011 2012 2013 2013 £000 £000 £000 £000 Income statement (unaudited) Revenue 103,020 104,965 105,915 52,347 Investment property revaluation 26,974 30,459 (3,548) (8,816) Direct operating expenses (22) (23) (23) (10) Administrative expenses (184) (256) (367) (156)

Operating proﬁt before ﬁnancing 129,788 135,145 101,977 43,365 Finance income 48 31 26 12 Interest on secured bank debt (83,671) (84,749) (83,949) (41,991) Other interest payable (65) — — —

Adjusted proﬁt before internal interest charges and tax(1) 46,100 50,427 18,054 1,386

(1) The adjusted profit disclosed above excludes interest payable on shareholder loans. The loans have been capitalised and this interest cost is no longer applicable. The adjusted profits before the adjustment for interest on shareholder loans is reconciled to the financial information in Part 6 of this document as follows: 6 months Year ended Year ended Year ended ended 31 March 31 March 31 March 30 Sept 2011 2012 2013 2013 £000 £000 £000 £000 Adjusted profit before internal interest charges (unaudited) and tax 46,100 50,427 18,054 1,386 Interest on shareholder loans (8,298) (9,280) (10,321) (5,613)

Proﬁt/(loss) before taxation 37,802 41,147 7,733 (4,227)

6 months Year ended Year ended Year ended ended 31 March 31 March 31 March 30 Sept 2011 2012 2013 2013 £000 £000 £000 £000 Cash flows from operating activities (unaudited) Profit/(loss) before tax 37,802 41,147 7,733 (4,227) Adjustments for non-cash items: Investment property revaluation (26,974) (30,459) 3,548 8,816 Movement in contracted rental uplift balances (20,668) (19,380) (17,836) (8,358) Finance income (48) (31) (26) (12) Finance costs 92,034 94,029 94,270 47,604 Cash flows from operating activities before changes in working capital 82,146 85,306 87,689 43,823 Changes in working capital: Trade and other receivables (1) (1) — 18 Trade and other payables 959 579 990 968 Tax paid (824) (220) (410) —

Cash ﬂows from operating activities 82,280 85,664 88,269 44,809

c109953pu030 Proof 5: 29.5.14_22:01 B/L Revision: 0 Operator AllS Capital structure The Group’s unaudited pro forma consolidated EPRA Net Asset Value, based on the ﬁnancial information as at 30 September 2013 is £289 million, or 172 pence per Share based on anticipated share capital at Admission of 168,443,754 Shares. The unaudited pro forma consolidated EPRA net assets statement is set out in Part 4 and is summarised below.

£m Investment property at 30 April 2014 independent valuation 1,457 Secured borrowings at 30 September 20131 (1,172) Other net assets and liabilities at 30 September 2013 4

EPRA Net Asset Value 289

EPRA Net Asset Value per share 172 p

1 Note that secured borrowings have since reduced by amortisation to £1,163 million. The valuation certificate prepared by independent valuers, CBRE, is included at Part 5: Property Valuation Report. It should be noted that the valuation is prepared in accordance with the RICS Valuation Professional Standards January 2014, and accordingly does not reflect any premium or discount that would apply on the sale of the Portfolio as a whole. The Healthcare Portfolio, independently valued at £727.5 million, is financed by a non-recourse finance facility, provided on a bilateral basis by a member of the Lloyds Banking Group, currently of £608.9 million maturing in May 2017. There are no loan to value tests before loan maturity. The Leisure Portfolio, independently valued at £729.5 million, is financed by a non-recourse finance facility currently of £554.4 million (split between a Sterling facility and a Euro facility with security cross-collateralised between the UK and German leisure assets) maturing in July 2017. The facility is syndicated, with a member of the Lloyds Banking Group acting as agent and holding the largest proportion of the loan. The Group’s credit facilities are secured on the Portfolio with no recourse to the Company and no cross collateralisation as between the Healthcare Portfolio and the Leisure Portfolio. The credit agreements include financial and other covenants that are typical of facilities of this type, save that there are no loan to value tests between Admission and the maturity of the facilities in May and July 2017 for the Healthcare Portfolio and Leisure Portfolio respectively. The credit facilities are floating rate facilities where the risk of interest rate movements has been hedged by way of interest rate derivatives (principally swaps) which fix the blended cost of the Group’s debt at 6.9 per cent. per annum. The interest rate hedging matures at the same time as the debt facilities. The loan financing the Healthcare Portfolio will be an interest only facility with effect from Admission, not an amortising loan. The Leisure portfolio debt facility is an amortising loan facility. The key terms of the Group’s debt facilities are summarised at paragraphs 11.12 and 11.13 of Part 9: Additional Information. IFRS accounting rules require that the theoretical swap break costs are recognised in the balance sheet at each period end. The derivatives fair value liability recognised in the most recent financial information presented in this document, the balance sheet as at 30 September 2013, is £168 million. By 31 March 2014 this had reduced to £135 million and, should the debt and hedging arrangement remain in place, the theoretical swap break costs will continue to reduce over time until they reduce to zero at the end of the term of the instrument. The impact of the potential swap break costs on the net assets of the Group under a range of early refinancing scenarios can be illustrated as follows, assuming no movement in interest rates from the position at 23 May 2014:

c109953pu030 Proof 5: 29.5.14_22:01 B/L Revision: 0 Operator AllS At maturity 18 months 12 months 6 months or forward early early early start(3)

Swap break burns off over time(1) £60.0m £39.6m £20.7m £nil LTV reduces over time (properties valued at constant yield)(2) 80% 77% 75% 72% Reﬁnancing timing will be managed with regard to impact on returns: Base case 5 year IRR taking account of reﬁnancing timing(2) 11.9% 12.8% 13.6% 14.4%

Notes: 1. Assumes interest rate swap curve at 23 May 2014 as market estimate of future swap break cost 2. Assumes new debt at level required to repay existing and finance swap breaks and arrangement fees at current finance cost of 6.9 per cent. per annum 3. Debt maturity is in May and July 2017 In the event that the relevant benchmark interest rate, LIBOR, rises over the period, swap break costs would reduce and a lowering of LIBOR would increase swap break costs. In calculating EPRA Net Asset Value, the theoretical swap break costs are added back to net asset value, recognising the fact that these liabilities will not crystallise in the normal course of business. While accounting rules require that the theoretical swap break liabilities are measured and reflected in the balance sheet, they do not recognise any inherent value in the interest rate margin, which reflects the historically low cost of debt at the time the loans were entered into. The cost of finance overall at 6.9 per cent. per annum is fully serviceable out of the Group’s net rental income and, while the interest cost is fixed, the Group’s net rental income increases every year, providing further headroom on interest cover.

Outlook The Group’s stable long term income streams and fixed cost of debt finance should result in a relatively predictable outlook for the business, before the impact of any acquisitions, disposals, asset management initiatives or financing activity. The Portfolio rental income is 57 per cent. subject to fixed annual uplifts and 43 per cent. to annual upwards only RPI uplifts. Even in the absence of inflation (or in the event of deflation) such that there are no RPI uplifts at all, the Group’s rental income would grow by 1.8 per cent. per annum over the next ten years. The impact of various inflation scenarios on the rental income attributable to the current Portfolio is illustrated below.

c109953pu030 Proof 5: 29.5.14_22:01 B/L Revision: 0 Operator AllS Illustration of RPI scenarios on Portfolio rents

140

£132.2 m pa 130 £125.9 m pa

120

£110.5 m pa 110

Rental Income (£m) 100

80 12/31/2014 12/31/2014 12/31/2015 12/31/2016 12/31/2017 12/31/2018 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 RPI Swap Curve (avg 3% pa over 10 yrs) Zero RPI growth RPI Swap Curve + 100 bps

Notes: 1. The chart above is for illustrative purposes only and is not a profit forecast. These illustrative returns are sensitive to assumptions. There is no certainty that these illustrative returns will be achieved and this information should not be relied upon in deciding whether to invest in the Company. 2. Base case adopts RPI swap curve at 23 May 2014 averaging 3.0 per cent. per annum over ten years, as an approximation of potential future RPI uplifts. The leverage provided by way of the debt finance results in increasing equity returns over time for investors, as a result of the fixed annual rental uplifts assuming no movements in property valuation yields. While the existing debt matures in May and July 2017, if it is assumed that the debt is refinanced at that time to replace the existing debt in full (including the costs of refinance) at its current cost and on interest only terms then the illustrative outlook for equity returns could be as demonstrated below. This implies a 72 per cent. loan to value ratio at the time of refinancing at debt maturity assuming that the Portfolio is valued then at the same blended 5.91 per cent. net initial yield as at 30 April 2014 and takes rental growth on the UK Leisure Portfolio in line with the RPI swap curve as at 23 May 2014, averaging 3.0 per cent. per annum over ten years.

c109953pu030 Proof 5: 29.5.14_22:01 B/L Revision: 0 Operator AllS 2500 LTV% 80% 76% 74% 71% 70% 68% 66% 64% 62% 60%

2000 2 x opening NAV 103 3 x opening NAV 81 year 9 year 5 61 44 28 16 1 734 796 1500 618 675 512 564 414 466 289 363 £m

Accumulated dividends 1000 Equity Debt

1,166 1,156 1,148 1,147 1,154 1,154 1,154 1,154 1,154 1,154 500

0 30-Jun-15 30-Jun-15 30-Jun-16 30-Jun-17 30-Jun-18 30-Jun-19 30-Jun-20 30-Jun-21 30-Jun-22 30-Jun-23 Pro forma

Source: Company estimates Notes: 1. The chart above is for illustrative purposes only and is not a profit forecast. These illustrative returns are sensitive to assumptions. There is no certainty that these illustrative returns will be achieved and this information should not be relied upon in deciding whether to invest in the Company. 2. Assumes full debt refinance in mid 2017 on interest only terms at existing financing rate of 6.9 per cent per annum. 3. Assumes steady state Portfolio – no purchases or sales of properties. 4. Properties valued at constant 5.9 per cent. net initial yield with index linked rents in line with RPI swap curve as at 23 May 2014 of an average 3.0 per cent. per annum over ten years. 5. The illustration above reflects the Group net asset value and does not reflect any dilution to investors arising from performance fees that may be earned. Assuming that the fee arrangements are not amended by the Independent Board when they have the option to review the arrangements in June 2017 and that the performance fees earned are settled entirely by the issue of the shares by the Company, the total performance fees issued if the performance demonstrated above is delivered would be 4 per cent. of the Company by year five and 5 per cent. by year ten. These illustrative returns are sensitive to assumptions, principally those relating to the investment yields applied in formulating the property valuations, and to assumptions about inflation. For example, the impact of variations to these key assumptions can be demonstrated as follows:

5 year IRR 10 year IRR

RPI RPI RPI swap RPI RPI swap RPI Zero curve curve: curve Zero curve curve: curve Property valuation yield RPI -1% 3.0% pa +1% RPI -1% 3.0% pa +1% +25 bps 5.6% 9.7% 11.6% 13.6% 7.2% 10.4% 11.8% 13.2% Avg 5.9% 8.8% 12.6% 14.4% 16.3% 8.3% 11.4% 12.7% 14.0% -25 bps 11.9% 15.4% 17.2% 18.9% 9.4% 12.3% 13.6% 14.9% -50 bps 14.9% 18.3% 19.9% 21.6% 10.5% 13.3% 14.5% 15.8% Notes: 1. These potential returns are shown for illustrative purposes only and are not proﬁt forecasts. These illustrative returns are sensitive to assumptions. There is no certainty that these illustrative returns will be achieved and this information should not be relied upon in deciding whether to invest in the Company.

c109953pu030 Proof 5: 29.5.14_22:01 B/L Revision: 0 Operator AllS 2. Base case employs RPI swap curve at 23 May 2014, averaging 3.0 per cent. per annum over ten years. 3. Assumes full debt refinance on interest only terms in mid 2017 at existing cost of finance of 6.9 per cent. per annum. 4. Assumes steady state portfolio – no purchases or sales. 5. The percentage shares issued relates to the base case and does not reflect any dilution to investors arising from performance fees that may be earned. Assuming that the fee arrangements are not amended by the Independent Board when they have the option to review the arrangements in June 2017 and that the performance fees earned are settled entirely by the issue of shares by the Company, the total performance fees issued if the performance demonstrated above is delivered would be 4 per cent. of the Company by year five and 5 per cent. by year ten.

6 THE UK REAL ESTATE MARKET: TRENDS AND COMPETITION A striking feature of the UK real estate market over the past 20 years has been the signiﬁcant reduction in income security caused by a marked decline in the average term to the ﬁrst lease break or expiry.

Declining Average Lease Lengths

5.8 years – Average Lease length (excl breaks) in 2012

Source: CBRE The characteristics of secure long term income and the inherent inflation hedge in leases with upwards only RPI or fixed uplifts are strongly sought after against this background of shorter, tenant-friendly leases, as tenants increasingly have sought the flexibility of shorter leases. Meanwhile, the impact of accounting standards with the threat of long leases being brought on balance sheet may have added to the resistance of certain tenants to enter into longer leases. However, there remain industries and asset classes particularly suited to longer leases, principally those where a long lease is required to justify tenants’ capital outlays. These tend to be core operational real estate assets where the underlying assets generate an important part of a tenant group’s operations and results. There are no significant UK REITs specialising only in long leases across a range of property sectors. The Board aims to fill this gap and build a substantial diversified portfolio across a range of sectors. It will not be restricted by property sector, but will be free to assess a range of long term rental streams on the merits of the underlying real estate and credit quality.

7 REASONS FOR ADMISSION The Board believes that the listing will provide the Company access to the widest and deepest pools of capital for its expansion and ﬁnancing ambitions. Furthermore, the REIT regime, which is the dominant form of public investment in UK real estate and which offers a tax efﬁcient structure for investors, requires that the shares of the Company be listed.

c109953pu030 Proof 5: 29.5.14_22:01 B/L Revision: 0 Operator AllS The Board considers that a listing on AIM should offer shareholders appropriate levels of liquidity within a regulatory environment where transactions, including share issues, can be effected in a timely and cost effective way. In implementing the investment strategy, share issues or share for share transactions could be an important part of the Company’s resources, providing ﬁrepower for growth not available to private companies.

8 PLACING AND USE OF PROCEEDS The proceeds of the Placing are expected to amount to £11.7 million net of the expenses of the Placing. The net proceeds of the Placing are to be applied for general corporate purposes including the operational expenses of the business. The Directors expect that the annualised running costs of the Group will initially amount to approximately £5.5 million per annum including Prestbury’s advisory fee (which is initially expected to amount to approximately £3.6 million per annum on the basis of the pro forma EPRA net asset value of £289 million) but excluding the costs of seeking or succeeding in making new acquisitions. The Prestbury advisory fee will be funded by the Existing Investors from Admission until 10 July 2016 (up to a maximum of £1,321,000 per quarter) – a cash subsidy amounting to a total of some £10 million based on current growth illustrations, which will vary depending upon factors including property valuation yields and the rate of inﬂation.

9 DIVIDEND POLICY The UK REIT rules require that the Company distributes at least 90 per cent. of the Group’s qualifying net income from its tax exempt property business within 12 months of each financial year end, or otherwise suffer a tax penalty. The Company is not expected to generate a material net profit from the tax exempt business until its third financial year after Admission (the year to 31 December 2016) and consequently, assuming no acquisition or disposal activity, does not expect to commence the payment of material dividends until after the approval of the accounts for that year. From that point onwards, the annual upwards only rental uplifts are expected to result in an annually increasing dividend. This outcome cannot be guaranteed and is subject to the Company’s performance, to available cash and to the Directors being satisfied that the Company will have sufficient distributable reserves, in accordance with the provisions of the Act, at the relevant time. The Board’s current expectations as to dividend payments, assuming the minimum 90 per cent. pay-out ratio required by the REIT rules and assuming that the existing debt is refinanced in full (including costs of refinance) at maturity, is illustrated below on both a base case RPI assumption, which assumes inflation in line with the RPI swap curve at 23 May 2014 of an average 3.0 per cent. per annum compared to a zero RPI assumption and an illustrative scenario where the actual inflation outcome is 100bps higher than the base case.

20 £m 15

0 1-Jan-14 1-Jan-15 1-Jan-16 1-Jan-17 1-Jan-18 1-Jan-19 1-Jan-20 1-Jan-21 1-Jan-22 1-Jan-23

Dividends paid - base case Dividends paid - zero RPI Dividends paid - base case + 100 bps

c109953pu030 Proof 5: 29.5.14_22:01 B/L Revision: 0 Operator AllS Notes: 1. The chart above is for illustrative purposes only and is not a profit forecast. These illustrative returns are sensitive to assumptions. There is no certainty that these illustrative returns will be achieved and this information should not be relied upon in deciding whether to invest in the Company. 2. Base case employs RPI swap curve at 23 May 2014, averaging 3.0 per cent. per annum over ten years. 3. Assumes full debt refinance on interest only terms in mid 2017 at existing cost of finance of 6.9 per cent. per annum. 4. Assumes steady state Portfolio – no purchases or sales of properties.

10 FURTHER ISSUES OF SHARES The Act contains pre-emption rights for Shareholders in relation to issues of shares in consideration for cash, other than to the extent that Shareholders have voted to disapply these pre-emption rights. The Directors are authorised to allot equity securities for cash on a non pre-emptive basis: (a) pursuant to the Placing; (b) in connection with an offer of such securities by way of a rights issue; (c) pursuant to the terms of the Commitment Agreement; and (d) otherwise, up to an aggregate nominal amount of £5,615,320.90, which is equal to approximately one third of the Enlarged Issued Share Capital. Further details of the authorities granted to Directors are set out in paragraph 4.4 of Part 9 Additional Information.

11 MANAGEMENT OF SHARE PRICE DISCOUNTS TO NET ASSET VALUE The Directors believe that the most effective means of minimising any discount to Net Asset Value which may arise on the Company’s share price, is to deliver strong, consistent, long term performance from the Company’s investment portfolio in both absolute and relative terms. However, the Board recognises that wider market conditions and other considerations will affect the performance of the Shares from time to time. One of the means by which the Company could seek to limit the level and volatility of any discount to Net Asset Value at which the Shares may trade might include the Company repurchasing Shares subject to applicable law, Panel requirements (if any) and it having sufﬁcient resources to do so. The Company has been granted authority with effect from Admission to make market purchases of up to 14.99 per cent. of the Shares in issue immediately following Admission. The Directors will exercise this authority only when to do so would be in the best interests of the Company and could be expected to result in an increase in Shareholder value.

12 OPERATIONAL POLICIES Shareholder communication and reporting Clear, balanced and regular reporting to Shareholders is important to the Directors. The Company’s annual report will be prepared up to 31 December each year and it is expected that copies will be sent to Shareholders and published on the Company’s website within six months of each financial year end. Shareholders will also receive an unaudited interim report covering the six months to 30 June each year, which is expected to be despatched and published on the Company’s website within four months of each interim reporting date. The first financial report that Shareholders will receive will be the interim report for the period from 31 March 2014 (the Company’s current financial year end) to 30 June 2014, which it is anticipated will be circulated to Shareholders by the end of October 2014. The Board also intends to circulate to Shareholders at that time or earlier the consolidated financial statements of the Company for the year ended 31 March 2014. Those financial statements will relate to a period prior to the Company’s purchase of Hospital Holdings and before the capitalisation of shareholder loans and will therefore reflect a capital structure which is materially different to the structure of the Group at Admission. However, it is a requirement that these accounts be issued to Shareholders and an explanatory note will be provided when those accounts are distributed, which is expected to be at the same time as the results to 30 June 2014. It is not the Board’s current intention to issue quarterly management statements.

c109953pu030 Proof 5: 29.5.14_22:01 B/L Revision: 0 Operator AllS Accounting and valuation policy The Group’s financial statements will be prepared in accordance with IFRS and reported in pounds sterling. It is the intention of the Directors that the Group’s real estate assets will be valued every six months on an open market basis by an independent valuation firm. A summary of the valuation and the Group’s Net Asset Value both in absolute terms and on a per Share basis will be disclosed to Shareholders with the announcement of the Group’s annual results and interim report. Consistent with other listed European real estate investment companies, the Directors expect to follow the guidance published by EPRA and to disclose adjusted measures of NAV and EPS which are designed by EPRA to reflect better the core long term operations of the business. A summary of the valuation and Net Asset Value per Share will be notified via a regulatory information service half yearly as at 30 June and 31 December each year as soon as practicable after calculation which in practice is likely to be at the time of announcement of the interim and annual results. The calculation of Net Asset Value will be undertaken by the Company. Property valuations will be undertaken by independent valuers in accordance with the appropriate sections of both the then current Practice Statements and United Kingdom Practice Statements contained within the RICS Appraisal and Valuation Standards in force from time to time, known as the Red Book. This is an internationally accepted basis of valuation. A summary of the principal accounting policies adopted by the Group is set out in paragraph 2 of section B of Part 6: Historical Financial Information on the Group.

Treasury policy, custody of assets and cash flow management Pending investment, the Company intends to hold any cash on interest-bearing deposit with financial institutions generally rated AA- or better or which have substantial UK government backing. Such financial institutions will be selected and reviewed by the Directors having regard to prevailing market conditions and the requirements may be adjusted to reflect market conditions. Following any investment in new portfolios, the Company may hold cash with a broader range of institutions if required in connection with the borrowing arrangements relating to such investments subject to the cash in question being held within a ring-fenced financing structure. The Directors intend to ensure that surplus cash will be managed with regard to: (i) ensuring that the Group will have sufficient resources to finance its cash needs on the basis of reasonably conservative assumptions; (ii) delivering appropriate returns on cash balances having regard to the Group’s policy not to expose cash balances to significant risk; and (iii) limiting exposures through counterparty selection and diversification. The Company’s portfolio of property investments will typically be held by special purpose vehicles. Documents of title relating to such properties will either be held by the Company’s lawyers or by or on behalf of parties with a secured interest. The Directors do not expect the Company to have assets requiring formal custody arrangements.

Insurance policy The Portfolio is insured in accordance with customary estate management practice, including insurance for loss of rent, property damage and property owners’ liability. Directors’ & Ofﬁcers’ liability insurance is in place with a limitation of liability of £15 million. The Directors intend to maintain appropriate insurance in accordance with customary estate management and good corporate practices or as required by law.

13 TAX STRUCTURE As a REIT, the Group will have a tax efficient corporate structure with the consequences for Shareholders resident in the UK described in detail in Part 7: The REIT Regime and UK Taxation. The Group is expected to become a REIT on the day of Admission. As a REIT: * the Group will not pay UK corporation tax on profits and gains from its Qualifying Property Rental Business; and * the Company will be required to distribute to Shareholders at least 90 per cent. of the profits arising from the Tax Exempt Business as calculated for tax purposes by the filing date of the Company’s corporation tax return, which is 12 months after each year end.

c109953pu030 Proof 5: 29.5.14_22:01 B/L Revision: 0 Operator AllS REIT rules require that within three years of entry into the REIT regime, a company is not considered a close company as defined in Part 12 of the CTA 2010. The Company expects to be a close company when it enters the UK REIT regime. Essentially, this means that over the course of the first three years of operation, the Company’s shareholder base needs to be widened such that the Company is no longer controlled by five or fewer investors. The Board intends, in the course of implementing its investment strategy, either to issue new shares to finance acquisitions or to place sufficient of the Existing Investors’ shares to new investors, or a combination of both, so that the shares of the Company are widely enough held to meet the REIT requirement that the Company is not close. The UK REIT regime imposes an interest cover test whereby profits of the tax exempt business of the Group must be at least 1.25 times the costs of financing that business. If this condition is not met then the Company is required to pay corporation tax at regular corporate rates on an amount of income equivalent to the excess financing costs or 20 per cent. of the tax exempt business profits if that is less. It is anticipated that the Group will not meet the required interest test on Admission and therefore additional tax will be payable. However, the annual increases in rental income reduce this cost annually and all illustrative returns presented in this document incorporate the expected tax charge. For further information, please see Section A of Part 7: The REIT Regime and UK Taxation.

14 REGULATORY POSITION OF THE COMPANY In accordance with the European rules on the regulation of Alternative Investment Funds, AIFMD, the Board has assessed the requirements of AIFMD in relation to the Company and expects that the FCA will consider the Company to be an AIF. The Board intends for the Company to be an internally managed AIF, and has submitted an application to the FCA for the appropriate authorisation. It is anticipated that the FCA will take some time to process the application. Currently, Gallium is acting as Interim AIFM to the Company on a temporary basis while the Company’s application for authorisation is processed. Gallium is authorised and regulated by the FCA. An afﬁliate of Gallium will also act as Depositary to the Company. The Investment Adviser is not authorised and regulated by the FCA. For more information on the agreement between Gallium and the Company, see paragraph 11.8 of Part 9: Additional Information.

15 CONCERT PARTY Two of the limited partners in Prestbury 1 LP, PIHL Property LLP and Dominic Silvester, and persons connected to them, who upon Admission will be Shareholders, are considered to be acting in concert in relation to the Company for the purposes of the City Code. This arises as a result of such limited partners’ co-investment in Prestbury 1 LP and other historic relationships between them. Prestbury 1 LP is the legal entity that owned the Group in the period prior to Admission. Following Admission, members of the Concert Party will hold, in aggregate, 54,136,422 Ordinary Shares (which will be held as set out below), representing approximately 32.1 per cent. of the Enlarged Issued Share Capital. In addition: (i) PIHL Property LLP and Dominic Silvester have each committed to subscribe for 9 Ordinary Shares (in aggregate 18 Ordinary Shares) pursuant to the Commitment Agreement in the approximately two year period following Admission. Further details of the Commitment Agreement and the related subscription obligations are set out in paragraph 11.9 of Part 9: Additional Information and (ii) Prestbury Incentives Limited (‘‘Prestbury Incentives’’), a wholly owned subsidiary of the Investment Adviser, may be allotted new Ordinary Shares in satisfaction of performance fees earned by it pursuant to the Investment Advisory Agreement (‘‘Performance Shares’’) provided that as a result of the receipt of such Performance Shares the aggregate interests of the Concert Party in the ordinary share capital of the Company do not exceed 40 per cent of the issued ordinary share capital of the Company. Further details relating to such arrangements and the circumstances in which Prestbury Incentives will receive Performance Shares, are set out in paragraph 11.7.3 of Part 9 of this document. Within the Concert Party, PIHL Property LLP, Prestbury Incentives, Mike Brown, Sandy Gumm, the trustees of the Saper Trust and Richard Grosse are considered to constitute a sub-concert party (the ‘‘Prestbury Concert Party’’) by virtue of their longstanding business relationships, family relationship (in the case of the Saper Trust and Richard Grosse) and positions held within the Prestbury group of entities. Following Admission members of the Prestbury Concert Party will hold,

c109953pu030 Proof 5: 29.5.14_22:01 B/L Revision: 0 Operator AllS in aggregate, 43,481,551 Ordinary Shares (which will be held as set out below), representing approximately 25.8 per cent. of the Enlarged Issued Share Capital. In addition, and as referred and described above, PIHL Property LLP has agreed to subscribe for 9 Ordinary Shares pursuant to the Commitment Agreement in the approximately two year period following Admission and Prestbury Incentives may receive Performance Shares pursuant to the Investment Advisory Agreement. Details of the Concert Party whose members comprise, PIHL Property LLP, Prestbury Incentives, Dominic Silvester, Sandy Gumm, Mike Brown, the trustees of the Saper Trust and Richard Grosse and the Prestbury Concert Party, whose members comprise the members of the Concert Party other than Dominic Silvester, are set out below: (a) PIHL Property LLP is a group entity of PIHL which is the parent company of a privately owned group specialising in owning and managing real estate investments. Its principal investments are in funds, associates and joint ventures, which include the Company. Nick Leslau is Chairman and Chief Executive of PIHL, with Sandy Gumm as Chief Operating Officer. Nigel Wray is a non-executive director of PIHL. PIHL is ultimately controlled by Nick Leslau and Nigel Wray. On Admission PIHL Property LLP will hold 42,619,484 Ordinary Shares representing approximately 25.3 per cent. of the Enlarged Issued Share Capital. (b) Prestbury Incentives is a wholly owned subsidiary of the Investment Adviser and will not hold any Ordinary Shares on Admission. (c) Dominic Silvester is a private investor who has historically invested with Nigel Wray. He is also on the board of Saracens Rugby Club with Nigel Wray and Nick Leslau. On Admission he will hold 10,654,871 Ordinary Shares representing approximately 6.3 per cent. of the Enlarged Issued Share Capital. (d) Sandy Gumm – details relating Sandy Gumm are set out in paragraph 1 of Part 2 of this document. On Admission, she will hold 114,942 Ordinary Shares representing approximately 0.07 per cent of the Enlarged Issued Share Capital. (e) Mike Brown – details relating to Mike Brown are set out in paragraph 1 of Part 2 of this document. On Admission, he will hold 574,712 Ordinary Shares representing approximately 0.34 per cent. of the Enlarged Issued Share Capital. (f) The Saper Trust is a trust whose trustees are Anita Leslau and Richard Grosse and the beneficiaries of which are Anita Leslau’s children (including Nick Leslau). On Admission, trustees of the Saper Trust will hold 57,471 Ordinary Shares representing approximately 0.03 per cent. of the Enlarged Issued Share Capital. (g) Richard Grosse is a partner at the law firm Taylor Wessing LLP and, as noted above, a trustee of the Saper Trust. On Admission, in addition to the Ordinary Shares he will hold as trustee of the Saper Trust, he will hold 114,942 Ordinary Shares representing approximately 0.06 per cent. of the Enlarged Issued Share Capital.

16 THE CITY CODE ON TAKEOVERS AND MERGERS AND THE CONCERT PARTY Brief details of the Panel, the City Code and the protections they afford are given below. The Company is a public company incorporated in England and Wales and its Ordinary Shares will be admitted to trading on AIM. Accordingly, the City Code applies to all takeover and merger transactions in relation to the Company and operates principally to ensure that the Shareholders of the Company are treated fairly and are not denied an opportunity to decide on the merits of a takeover and that shareholders of the same class are afforded equivalent treatment. The City Code also provides an orderly framework within which takeovers are conducted and the Panel has now been placed on a statutory footing. The City Code governs, inter alia, transactions which may result in a change of control of a company to which the City Code applies. Under Rule 9 of the City Code any person who acquires, whether by a series of transactions over a period of time or not, an interest (as deﬁned in the City Code) in shares which, taken together with shares in which he is already interested or in which persons acting in concert with him are interested, carry 30 per cent. or more of the voting rights of a company which is subject to the City Code, that person is normally required to make a general offer to all the remaining shareholders to acquire their shares. Similarly, Rule 9 of the City Code also provides that when any person, together with persons acting in concert with him, is interested in shares which, in aggregate, carry more than 30 per

c109953pu030 Proof 5: 29.5.14_22:01 B/L Revision: 0 Operator AllS cent. of the voting rights of such company, but does not hold shares carrying 50 per cent. or more of such voting rights, a general offer will normally be required if any further interest in shares is acquired by any such person. Rule 9 of the City Code further provides, among other things, that where any person who, together with persons acting in concert with him, holds over 50 per cent. of the voting rights of a company, they will not generally be required to make a general offer to the other shareholders to acquire the balance of their shares. An offer under Rule 9 must be in cash and must be at the highest price paid by the person required to make the offer, or any person acting in concert with him, for any interest in shares of the company in question during the 12 months prior to the announcement of the offer. Persons acting in concert include persons who, pursuant to an agreement or understanding (whether formal or informal), co-operate to obtain or consolidate control of that company. Immediately following Admission, the Concert Party will be interested in, in aggregate, 54,136,422 issued Ordinary Shares (which will be held as detailed above in paragraph 15 above), representing approximately 32.1 per cent. of the Enlarged Issued Share Capital. As described in paragraph 15 above, members of the Concert Party have an obligation pursuant to the Commitment Agreement to each subscribe for 9 new Ordinary Shares (in aggregate 18 new Ordinary Shares). In addition Prestbury Incentives may be allotted Performance Shares in satisfaction of performance fees earned by the Investment Adviser pursuant to the Investment Advisory Agreement provided that such Performance Shares when taken together with other shareholdings of the Concert Party do not in aggregate exceed 40 per cent. of the issued share capital of the Company. Notwithstanding Rule 9.1 of the City Code, the Panel has confirmed to the Company that it would not require the Concert Party to make a mandatory offer on the grounds that the Concert Party’s interest in Ordinary Shares has increased only as a result of its subscription for up to 18 new Ordinary Shares in aggregate pursuant to the Commitment Agreement or the allotment of Performance Shares pursuant to the Investment Advisory Agreement up to the maximum level set out above. This confirmation has been given by the Panel on the basis that the consequences of such increases have been fully disclosed to prospective investors in this document. However, should any member of the Concert Party acquire any interest in Ordinary Shares apart from pursuant to the arrangements described above (or should any individual member of the Concert Party acquire any interest in Ordinary Shares such that they are interested in 30 per cent. or more of the voting rights of the Company), the Panel may regard this as giving rise to an obligation upon that member of the Concert Party to make an offer for the entire issued share capital of the Company at a price no less than the highest price paid by the individual member of the Concert Party or any other member of the Concert Party in the previous 12 months. Following Admission, the Prestbury Concert Party will in aggregate own 43,481,551 Ordinary Shares representing approximately 25.8 per cent. of the Enlarged Issued Share Capital. The members of the Prestbury Concert Party will together own or control less than 30 per cent. of the Enlarged Issued Share Capital at Admission. However, in the specific circumstances described above (as a result of subscriptions for up to 9 new Ordinary Shares pursuant to the Commitment Agreement or the allotment of Performance Shares) the Prestbury Concert Party may increase its holding to over 30 per cent. of the issued Ordinary Share Capital of the Company and the Panel has confirmed this will not result in a member of the Prestbury Concert Party incurring an obligation to make an offer under Rule 9 of the City Code.

c109953pu030 Proof 5: 29.5.14_22:01 B/L Revision: 0 Operator AllS Part 2: Prestbury and the Investment Advisory Agreement

The following information should be read in conjunction with the more detailed information appearing elsewhere in this document.

1 PRESTBURY Overview The Company will be exclusively advised by Prestbury, which is controlled by Nick Leslau and Mike Brown. The Prestbury Team comprises Nick Leslau, Mike Brown, Sandy Gumm, Ben Walford and Tim Evans, a team of property and ﬁnance professionals who between them have extensive experience in the UK real estate market over more than 25 years, and with a track record of having successfully created value for shareholders through previous economic cycles, including signiﬁcant market out-performance during the recessions of the early 1990s and late 2000s. Nick Leslau, Mike Brown and Sandy Gumm will be non-executive Directors of the Company and all have relevant experience as directors of UK listed companies.

The Prestbury Team Nick Leslau Nick Leslau, 54, BSc (Hons) Est Man, FRICS, is the Chairman of Prestbury Investments LLP and will be a Non-executive Director of the Company. He is a Chartered Surveyor who has been Chairman and Chief Executive of Prestbury Investment Holdings Limited since it commenced business in October 2000 and Chairman of Prestbury Investments LLP since its establishment in 2006. He was Chief Executive of Burford Holdings Plc for approximately ten years, during which period the company delivered some 34 per cent. per annum compound NAV per share growth). After his resignation from the board of Burford in 1997, he became Group Chairman and Chief Executive of Prestbury Group Plc on 1 January 1998. He has sat on many quoted and unquoted company boards including, most recently, Max Property Group Plc, and is a Member of the Bank of England Property Forum. For more information, see paragraph 6 of Part 9: Additional Information.

Mike Brown Mike Brown, 53, BSc (Land Man) MRICS, is Chief Executive Ofﬁcer of Prestbury Investments LLP and will be a Non-executive Director of the Company. A Chartered Surveyor with over 30 years’ experience, he joined Prestbury in 2009, at the time of the ﬂotation of Max Property Group Plc, a limited life opportunity fund which came to the end of its investment period on 27 May 2014. Previously he was a deputy Chief Executive of Helical Bar Plc and a board member of the Investment Property Forum. Helical Bar Plc was one of the best performing companies in the quoted real estate sector from 1998 to 2009 and Mike was responsible for all of Helical Bar’s investment and trading activities during this time. From 1992 to 1997 he was a director of Threadneedle Property Fund Managers, running its then largest fund. For more information, see paragraph 6 of Part 9: Additional Information.

Sandy Gumm Sandy Gumm, 47, BEc, CA (Australia) is Prestbury’s Chief Operating Officer and will be a Non- executive Director of the Company. She is an Australian-qualified Chartered Accountant of over 23 years’ standing. She trained at KPMG in Sydney and worked for nine years at KPMG in Sydney and London, leaving to become Group Financial Controller of Burford Holdings Plc in December 1995. She was appointed Finance Director of Prestbury Group Plc on 2 December 1997. She was Finance Director of Prestbury Investment Holdings Limited when it commenced business in October 2000 until 5 July 2007 when she was appointed Chief Operating Officer. For more information, see paragraph 6 of Part 9: Additional Information.

Tim Evans Tim Evans, 44, MA Hons (Cantab), MRICS is Prestbury’s Property Director and is a Chartered Surveyor of over 23 years’ experience. Tim joined Prestbury Investment Holdings Limited as Senior Asset Manager in June 2002 and became Prestbury’s Property Director in June 2005. Prior to joining Prestbury Investment Holdings Limited, Tim’s previous experience has been with Jones Lang LaSalle, Hill Samuel Asset Management and MEPC Plc.

c109953pu040 Proof 5: 29.5.14_22:02 B/L Revision: 0 Operator AllS Ben Walford Ben Walford, 34, BSc (Hons) Est Man, MRICS, is a Chartered Surveyor of nine years’ experience. Ben joined Prestbury Investment Holdings Limited as a Trainee Surveyor in May 2002 and has risen to become a partner in 2011. Ben has a wealth of experience in property investment, refurbishment and design.

Approach to asset management Historically, Prestbury has implemented a balance between an active approach to asset management and defensive investment strategies, according to market conditions and the investment mandate of the relevant business. The Prestbury Team takes a stringent approach to downside protection and income profiles, for example assuming as a scenario in its investment appraisals that there is no rental uplift at open market rent reviews; tenants exercise break options at the first opportunity; and vacant space is never re-let. With these downside assumptions in mind, the Prestbury Team then seeks to improve the income profile by striving to understand tenants’ needs and improving the condition of properties under management and their relative attractiveness to tenants. The Prestbury Team has extensive experience across the spectrum of property investment sectors encompassing various investment types including the particular challenges of asset selection, financing and management of long term secure income streams and also the more management intensive opportunistic portfolios, each suiting particular investor return requirements. The Prestbury Team has accordingly been able to enhance value and returns on underperforming or neglected properties that it acquired from various sources, including operating businesses, other property investors and institutions. Through periods of varying market conditions, the Prestbury Team has delivered value to shareholders through its improvement of portfolio income and judicious timing of acquisitions and disposals so as to deliver above market returns for investors.

Track record The track record of the Prestbury Team is concentrated principally within three listed real estate companies, Burford Holdings Plc, Prestbury Group Plc and Max Property Group Plc, one unlisted fund (Prestbury 1 LP) and several private joint ventures over the last 30 years. Burford Holdings Plc Having de-geared Burford to position it with net cash in 1988 in anticipation of the anticipated property crash that materialised in the early 1990s, Burford, under Nick Leslau’s leadership, was able to take advantage of the opportunities presented by a market in turmoil, delivering substantial returns for shareholders. Nick Leslau fulﬁlled the role of Chief Executive of Burford for approximately ten years from 1987 until 1997. Burford’s business strategy was to focus on growth in Net Asset Value per share, and the company generated average annual total returns of 34 per cent. from its listing in March 1987 until Nick Leslau’s resignation from the board in December 1997 to set up Prestbury Group Plc.

c109953pu040 Proof 5: 29.5.14_22:02 B/L Revision: 0 Operator AllS Burford Holdings Plc: Growth in NAV per share plus distributions(1) (compared to FTSE 350 Real Estate Index) (1987 – 1997)

(1) NAV growth + dividends (recorded at date of declaration) + distribution of shares in associates. NAV and dividends sourced from 1996 and 1997 annual reports with NAV and dividends restated for the bonus element of the 1996 rights issue. The NAV and dividends per share for 1988 and 1989 are derived from the growth in reported NAV and dividend per share sourced from the 1989 and 1990 annual reports which is applied to the 1990 restated NAV and dividend per share. (2) Sourced from DataStream. The FTSE 350 Real Estate Index represents the growth in value of the constituent shareholdings assuming that dividends are reinvested to purchase additional stock. It is rebased to Burford’s NAV per share at March 1987. (3) NAV from December 1988 represents NAV of enlarged company post reverse takeover by Chartsearch Plc.

Burford Holdings Plc: Comparison of NAV progression plus distributions(1) compared to its peers(2) (1987 – 1997)

(1) NAV Growth + cumulative dividend for the period, both restated for bonus element in case of the 1996 rights issue. (2) Weighted average by NAV for the following companies: British Land, Land Securities, Hammerson, Slough Estates, Frogmore and MEPC

Prestbury Group Plc Nick Leslau and Sandy Gumm resigned from Burford in late 1997 and established Prestbury Group Plc, an AIM listed property investment company. Its business strategy was to generate above average growth in Net Asset Value per share through opportunistic investment in and active management of real estate. From December 1997 to December 2003, Prestbury Group Plc achieved average annual total cash returns of over 25 per cent. The Prestbury Group’s portfolio had been substantially realised by the end of 2003.

c109953pu040 Proof 5: 29.5.14_22:02 B/L Revision: 0 Operator AllS Prestbury Group Plc: Average annual NAV growth plus distributions(2) (1997 – 2003)

(1) 2003 is the year by which substantially all property assets had been liquidated. (2) NAV growth + dividends (recorded in year of payment). NAV per share sourced from annual reports for 1997 – 2003 and adjusted where appropriate for the 1 for 20 share consideration in October 1999. (3) Sourced from DataStream. The FTSE 350 Real Estate Index represents the growth in value of the constituent shareholdings assuming that dividends are reinvested to purchase additional stock. (4) In April 1998 the company raised a further £50m through a placing and open offer at a premium to NAV to fund part of the acquisition of a £103m portfolio of 30 properties from MEPC Plc and to provide funds for future growth.

During the ﬁrst half of 2000, the equity investment market’s perception of the quoted real estate sector deteriorated, with the estimated average share price discount to NAV of top listed UK property companies reaching up to 40 per cent. As Prestbury Group Plc’s shares were consistently trading at a material discount to Net Asset Value, as were a number of other quoted real estate stocks, the board of Prestbury Group Plc concluded at the time that such a discount was unsatisfactory for its shareholders and that even sustained performance at above market average levels was unlikely to be reﬂected in share price performance in the foreseeable future. As a consequence, the board concluded that the best course of action was to unlock the share price discount by returning undiscounted Net Asset Value to shareholders and de-listing the company. Subsequent to de-listing, Prestbury Group Plc realised and returned to shareholders 75.6 pence per share of value, well in excess of the NAV per share at the time of de-listing of 69.0 pence per share. Returns of value were made in stages as assets were realised and liabilities settled. Prestbury Investment Holdings Limited Having delisted Prestbury Group Plc, in October 2000, Nick Leslau and Sandy Gumm continued to run the business as a private concern through PIHL, the group’s new parent company. Tim Evans and Ben Walford joined PIHL in May 2002. The investment strategy of PIHL was to deliver above average growth in Net Asset Value per share for all shareholders. PIHL is now essentially in run- off mode in terms of investment activity and operates as the provider of administrative services to Prestbury Investments LLP and certain joint venture groups. Without any further equity raising by PIHL, its Net Asset Value (before dividends paid) has grown from £40 million in October 2000 to approximately £120 million in December 2013 (based on December 2013 management accounts for PIHL with internal property valuations at that date). The Prestbury Team invested PIHL’s equity not only in directly held, 100 per cent. owned real estate, but also created relationships with a small number of partners, establishing a series of joint ventures for its real estate activities. These include a series of joint ventures managed by a wholly owned subsidiary of PIHL and also its investment in Prestbury 1 LP.

c109953pu040 Proof 5: 29.5.14_22:02 B/L Revision: 0 Operator AllS The earlier joint ventures established from 2001 to 2003 were consistent with the types of investment made by Prestbury Group Plc, in the main being opportunistic investments in portfolios with opportunities for real estate management and the use of leverage to enhance returns. Towards the end of 2003, the Prestbury Team believed that the weight of money coming into the market for conventional real estate investments meant that there was insufficient upside potential in this type of investment and instead started to focus on investments with better downside protection in addition to good growth prospects, specifically long leases to strong tenants on leases with fixed or inflation linked annual uplifts. Thus, from 2004 to 2007 the focus of investment activity was in investments with long term income streams. All of the earlier and more management intensive real estate investments were realised by November 2006. This relates to £53 million of equity initially invested in eight portfolios with a gross asset value (at cost at the time of acquisition) in excess of £1 billion. These realisations have in aggregate delivered a weighted average equity return post all costs and tax of more than three times initial equity invested. Approximately £83 million of equity has been invested within joint ventures managed by a subsidiary of PIHL in two asset backed long term income portfolios with a gross asset value (at initial cost) in excess of £1 billion. To date, approximately £90 million of cash has been returned to shareholders in these portfolios by way of refinancing and there is no equity value in them, but the portfolios are still owned by the group.

Max Property Group Plc In May 2009, in the midst of the market crash triggered by the ‘credit crunch’ of the summer of 2008, the Prestbury Team, which by then included Mike Brown, launched an opportunistic property investment company, Max Property Group Plc. Max listed on AIM, raising £211 million net of expenses, with a strategy to invest at a time of market distress and to realise returns over a finite life of some seven and a half years, by which time the intention is to have realised investments to return capital and profits to investors. Max’s investment period expired on 27 May 2014 and it will not be making new acquisitions after this time and will enter the realisation phase of its life cycle. To date it has significantly outperformed its peer group, and has consistently adhered to its original strategy since listing. Max’s unlevered property returns (capital and income) for the period from listing to its last reported results as at 31 March 2014 were 14.8 per cent. This compares favourably to the IPD UK Quarterly Property Index of 11.1 per cent over the period from June 2009 to March 2014. In terms of growth in reported net asset value per share over time, Max’s performance against the ‘cash shell’ property companies listed on the London Stock Exchange since May 2009 (or if later the relevant company’s IPO date) that it considers its most relevant peer group, is as follows:

16% 14.8% 14%

12%

10% 9.0%

8% 6.5% 5.4% 6% 4.8% 3.6% 4% 3.0%

NAV per NAV share growth % pa 2%

0% Max London and Metric Retail LXB New River Retail LondonMetric Conygar Stamford

Source: Data compiled from company announcements and annual reports over the following periods: Max Property Group Plc (May 2009 to March 2014); London & Stamford Property Plc (May 2009 to September 2012); Metric Property Investments Plc (March 2010 to September 2012); LXB Retail Properties Plc (October 2009 to September 2013); LondonMetric Property Plc (September 2012 to September 2013); New River Retail Ltd (September 2009 to March 2014); and

c109953pu040 Proof 5: 29.5.14_22:02 B/L Revision: 0 Operator AllS Conygar Investment Company Plc (May 2009 – March 2014). LondonMetric Property Plc was not listed as a cash shell but created through the merger of London & Stamford Property Plc and Metric Property Investments Plc which were listed in 2007 and 2010 respectively. The Healthcare and Leisure Portfolios The Prestbury Team has had an ownership interest in and has managed the Healthcare and Leisure Portfolios since their acquisition by Prestbury 1 Limited Partnership in 2007. The Portfolio has shown a signiﬁcantly higher return than the IPD UK Quarterly index over the period from acquisition in 2007 to the latest valuation as at 30 April 2014. The UK assets, which at the latest valuation date account for 95 per cent. of portfolio value, have been compared to the IPD all property index for UK assets. The Healthcare Portfolio has produced annualised returns of 7.0 per cent. per annum and the Leisure Portfolio 8.2 per cent. per annum resulting in a blended return of 7.6 per cent. per annum whereas the IPD UK Quarterly Index showed 1.1 per cent. from June 2007 to March 2014. The Portfolio has also outperformed market benchmarks as follows:

Historic Performance of UK assets

10% 9% 8.2% 8% 7.6% 7.0% 7% 6% 5% 4% 3% IPD June 2007 to March 2014 1.1% 2% mid 2007 to 31 march 2014 march 31 to 2007 mid Ungeared total return % pa 1% 0% HospitalsLeisure Total Assets Source: Prestbury

2 PRESTBURY REMUNERATION AND INCENTIVES The Independent Directors have sought to structure fees payable to Prestbury that provide a balance between incentivisation and alignment with Shareholder interests. Consequently, Prestbury will earn an advisory fee to cover the costs of overheads and external advisory and management services, and a performance fee arrangement to encourage delivery of shareholder returns. The Prestbury Group also owns £75 million of shares at the Placing Price, providing in the opinion of the Directors, important Shareholder alignment.

Advisory fee An advisory fee will be paid to Prestbury in cash quarterly in arrears. The fee in respect of each quarter will be calculated by reference to the following scale: * 1.25 per cent. of EPRA Net Asset Value up to £500 million; plus * 1.00 per cent. of EPRA Net Asset Value of more than £500 million up to £1 billion; plus * 0.75 per cent. of EPRA Net Asset Value in excess of £1 billion. in each case plus applicable VAT. From Admission until 10 July 2016 the Company’s advisory fee liabilities will be funded by the Existing Investors (up to a maximum amount of £1,321,244 per quarter) under the terms of the Commitment Agreement, pursuant to which each Existing Investor has agreed to subscribe for one share per quarter at 10p per share plus share premium equal to that investor’s current share of the fee liability (subject to the maximum referred to above). The maximum possible contribution over the period is £12 million and the estimated cash contribution, which will vary depending on actual reported EPRA Net Asset Value, is approximately £10 million. In this way, new investors at and from Admission are sheltered from the cash ﬂow impact of the advisory fee for just over two years from Admission, with no impact on Group net asset value and with only nominal dilution as a result

c109953pu040 Proof 5: 29.5.14_22:02 B/L Revision: 0 Operator AllS of the issue of an expected 54 shares in total throughout the period during which Existing Investors subsidise the advisory fee as long as EPRA Net Asset Value remains below £430 million prior to 30 June 2016.

Performance fee In order to provide appropriate incentives to the Prestbury Team to deliver total shareholder returns, Prestbury may receive a performance fee subject to the performance benchmarks being met. The annual performance fee would be payable as a share of Total Shareholder Return (TSR) where TSR is defined as growth in EPRA NAV per share plus dividends per share paid. Performance fees will be paid once TSR exceeds agreed threshold amounts as follows. The fee, if any, will be payable annually and calculated on the basis of audited annual accounts at the lower of: * 20 per cent. of the excess of shareholder returns over a 10 per cent. annual return with the hurdle automatically resetting each year to 10 per cent. over the previous year’s EPRA NAV per share plus dividends; and * 20 per cent. of the excess of year end EPRA NAV per share plus dividends paid over the ‘high watermark’, being NAV per share plus dividends per share as at the last time a performance fee was paid or 172 pence per share if performance fees have yet to be earned. The performance fee will be satisfied in Shares, subject to certain exceptions where settlement in Shares would be prohibited by applicable law or by the AIM Rules or would result in a member of the Concert Party incurring an obligation to make an offer under Rule 9 of the City Code, or if the Company fails to obtain a valuation of non-cash consideration where it is required to do so, in which case, the performance fee will be settled in cash. Assuming no such requirement, the performance fee will be settled by the allotment to a wholly- owned subsidiary of Prestbury, Prestbury Incentives Limited, of such number of new Shares credited as fully paid as is equal to the performance fee (net of VAT) divided by the average closing share price for the financial year to which the fee relates (rounded down to the nearest whole Share). Further details in relation to these settlement arrangements are set out in paragraph 11.7.3 of Part 9: Additional Information. One third of those shares is then locked in for 18 months after the end of the accounting period to which the award of such Shares relates, a further one third for 30 months and a further one third for 42 months. The performance fees will attract VAT and the VAT applicable will be payable in cash. The Board recognises that it is likely that the capital structure of the Company will change over the first three years after Admission. Consequently the Independent Directors have a right to propose amended performance fee terms to reflect better the structure of the business after three years from Admission. In the event that, acting reasonably, the Independent Directors and Prestbury are not able to reach agreement on the revised proposals after a period of negotiation in good faith, and failing such agreement they are also unable to accept the continuation of the existing performance fee arrangements, then the Investment Advisory Agreement can be terminated with notice and a new Investment Adviser would be sought.

Term and Termination The Investment Advisory Agreement continues in force until the earlier of the date falling eight years following Admission and the date of the winding up of the Company. The Company may terminate the agreement (and accordingly the appointment of Prestbury) where: * Prestbury is in material breach of the agreement and insofar as that breach is capable of remedy, fails to remedy such breach within 30 business days of being requested to do so; * Prestbury is prohibited by law or regulation from performing its duties under the Investment Advisory Agreement, subject to Prestbury having 60 days following any relevant change in law or regulation which would otherwise enable to Company to terminate the Investment Advisory Agreement to become compliant with such changed relevant law or regulation (to the reasonable satisfaction of the Company);

c109953pu040 Proof 5: 29.5.14_22:02 B/L Revision: 0 Operator AllS * either or both of Nick Leslau or Mike Brown ceases to be a member of Prestbury, ceases to be signiﬁcantly involved with the services described above, dies, becomes mentally ill or becomes permanently incapacitated and a suitable replacement has not been proposed by Prestbury within six months or has not been appointed within nine months; * Prestbury becomes insolvent; * a change of control of the Company occurs; or * Nick Leslau and Mike Brown cease to hold between them (directly or indirectly) at least 40 per cent. of the membership interests in Prestbury (or in any permitted assignee), except where this is as a result of the relevant individual having died, become permanently incapacitated or being mentally ill. Prestbury may terminate the agreement where: * the Company becomes insolvent; * the Company or any subsidiary is in material breach of the agreement and insofar as that breach is capable of remedy, it fails to remedy such breach within 30 business days of being requested to do so; or * a change of control of the Company occurs. For more information on the Investment Advisory Agreement and the structure of the fees payable to Prestbury, see paragraphs 11.7 of Part 9: Additional Information.

c109953pu040 Proof 5: 29.5.14_22:02 B/L Revision: 0 Operator AllS Part 3: Information on the Directors

1 DIRECTORS The Company’s Directors are: Date appointed to Name Age Position Board

Directors Martin Moore 58 Independent Non-executive Chairman 27 May 2014 Mike Brown 53 Non-executive director 27 May 2014 Leslie Ferrar 58 Independent Non-executive director 27 May 2014 Sandy Gumm 47 Non-executive director 31 January 2007 Jonathan Lane 56 Independent Non-executive director 27 May 2014 Nick Leslau 54 Non-executive director 31 January 2007 Ian Marcus 55 Independent Non-executive director 27 May 2014

Brief biographical details of Nick Leslau, Mike Brown and Sandy Gumm are set out in paragraph 1 of Part 2: Prestbury and the Investment Advisory Agreement.

Brief biographical details of the Independent Directors are as follows:

Martin Moore (Independent Non-Executive Chairman) Martin Moore, 58, MRICS, is a Chartered Surveyor who served as CEO of M&G Real Estate Limited (previously Prudential Property Investment Managers Limited) from 1996 to 2012. During that time, he ran the team and was responsible for setting strategy that grew the business in the UK and led to the establishment of platforms in North America, Continental Europe and Asia. He retired as Chairman of M&G Real Estate in 2013. He is a past President and board member of the British Property Federation, a past Chairman of the Investment Property Forum and was a Commissioner of The Crown Estate for eight years to 2011. Today he is a senior adviser to KKR and an independent non-executive director of MEPC Ltd, F&C Commercial Property Trust Ltd, and of the M&G Asia Property Fund. Martin has been appointed as an independent Non-executive Director of SEGRO plc with effect from 1 July 2014. He is also a Commissioner of English Heritage and a Trustee of the Guildhall School Trust.

Leslie Ferrar (Independent Non-Executive Director, Audit Committee Chair) Leslie Ferrar, 58, CVO, FCA, BSc, served as Treasurer to TRH The Prince of Wales and Duchess of Cornwall from January 2005 until July 2012. She is currently non-executive Chairman of The Risk Advisory Group, a non-executive director of Penna Consulting Plc and is a non-executive member of the HMRC Risk and Audit Committee and a member of the Audit Committee for the Sovereign Grant. She is a qualiﬁed Chartered Accountant and trained at KPMG where she was appointed partner in 1988, a position she held for 17 years. During that time she led the ﬁrm’s international expatriate practice and was a member of the international board that ran the global tax practice.

Jonathan Lane (Independent Non-executive Director, Chairman of the Nominations Committee) Jonathan Lane, 56, MA, is a Senior Adviser to Morgan Stanley and Chairman of EMEA Real Estate Investment Banking (REIB). He joined Morgan Stanley in 1999 where he served as Managing Director and co-head of REIB. Jonathan has been a non-executive director of real estate group Songbird Estates Plc since August 2008, a non-executive director of Grosvenor Liverpool Limited since 2009 and on the Advisory Board of Resolution Property Advisors since 2010. He is a member of the Policy Committee of the British Property Federation, a member of the Bank of England’s Commercial Property Forum and was formerly a member of the UK Government’s Property Unit Advisory Panel. He holds a masters degree in Biochemistry from the University of Oxford and is a member of the Advisory Board of the University’s Oxford Programme for the Future of Cities.

c109953pu040 Proof 5: 29.5.14_22:02 B/L Revision: 0 Operator AllS Ian Marcus (Independent Non-executive Director, Senior Independent Director, Chairman of the Remuneration Committee) Ian Marcus, 55, MA, FRICS, is Chairman of the Bank of England’s Commercial Property Forum. He joined Credit Suisse in 1999 to establish the Real Estate Group and became Managing Director and Chairman of their European Real Estate Investment Banking division. He was responsible for leading the bank’s property related activities across its asset management, private banking and investment banking businesses. Ian is also a member of the Real Estate Advisory Board of the Department of Land Economy at the University of Cambridge, a Senior Adviser to Eastdil Secured and Wells Fargo Securities, Chairman of The Prince’s Regeneration Trust and a member of Redevco’s Advisory Board. He is past president of the British Property Federation, a past Chairman of the Investment Property Forum and has been a Non-Executive Director of The Crown Estate since January 2012. The business address of each of the Directors is Cavendish House, 18 Cavendish Square, London W1G 0PJ. There are no family relationships between any of the Directors.

2 LOCK-IN ARRANGEMENTS The following Placing Shares have been placed with Directors pursuant to the terms of the Placing:

Aggregate investment at the Director Placing Shares Placing Price

Mike Brown 574,712 £1,000,000 Sandy Gumm 114,942 £200,000 Jonathan Lane 57,471 £100,000 Martin Moore 57,471 £100,000 Ian Marcus 28,735 £50,000 Leslie Ferrar 14,367 £25,000

Under the terms of the Prestbury Director Lock-In Deeds, each of Mike Brown and Sandy Gumm has agreed that, subject to certain exceptions, all of the Shares held by them and their connected persons at Admission will be locked in for the period of 12 months following Admission with phased release of the lock-in over the following 12 month period and thereafter subject to orderly market provisions for a speciﬁed period of up to three years following Admission. Further details of the Prestbury Director Lock-In Deeds are set out in paragraph 11.4 of Part 9: Additional Information. Under the terms of the Independent Directors Lock-In Deeds, each of the Prestbury Directors has agreed that, subject to certain exceptions, all of the Shares held by them and their connected persons at Admission will be locked in for 12 months following Admission and subject to orderly market provisions for a 12 month period thereafter. Further details of the Independent Director Lock-In Deeds are set out in paragraph 11.3 of Part 9: Additional Information.

3 REMUNERATION ARRANGEMENTS As Chairman, Martin Moore will receive a fee of initially £75,000 per annum. Leslie Ferrar, as non- executive director and chairman of the audit committee, will receive a fee of initially £40,000 per annum. Jonathan Lane and Ian Marcus will each receive a fee of initially £35,000 per annum. Nick Leslau, Mike Brown and Sandy Gumm, the Directors associated with Prestbury, will receive no remuneration as Directors. The Company will not have any employees.

c109953pu040 Proof 5: 29.5.14_22:02 B/L Revision: 0 Operator AllS Part 4: Unaudited Pro Forma consolidated EPRA Net Assets Statement

Set out below is the unaudited pro forma consolidated EPRA net assets statement as at 30 September 2013.

The unaudited pro forma consolidated EPRA net assets statement has been prepared to illustrate the effect of the capital restructuring of the Company prior to Admission, the Placing, the entry of the Group into the REIT regime and the valuation of the Group’s property assets as at 30 April 2014 as if these events had taken place on 30 September 2013. It also reflects adjustments consistent with the EPRA guidance for reporting net assets as explained in the note below. This statement has been prepared for illustrative purposes and by its nature does not reflect the actual financial position or results of the Group.

This unaudited pro forma consolidated EPRA net assets statement has been compiled on the basis set out in the notes below and has been prepared in a manner consistent with the accounting policies adopted by the Group as set out in Section B of Part 6: Historical Financial Information on the Group.

The pro forma information is presented as at 30 September 2013 which is the most recent date for which ﬁnancial information is presented in this document. The property valuation presented is as at 30 April 2014 and is as presented in Part 5: Property Valuation Report.

Unaudited pro forma consolidated EPRA net assets statement as at 30 September 2013

Adjustments Adjustment

Independent EPRA Pro Unaudited property forma net assets Capitalisation valuation IFRS Pro forma net assets as at of as at net assets as at as at 30 September shareholder Entry into 30 April Net proceeds 30 September EPRA 30 September In £ million 2013 loans REIT regime 2014 of the Placing 2013 adjustments 2013 Note 1 Note 2 Note 3 Note 4 Note 5 Note 6 Note 7 ASSETS Non-current assets Investment properties 1,437 — — 20 — 1,457 — 1,457 Deferred tax assets 38 — (36) — — 2 — 2 Current assets Cash and cash equivalents 25 — — — 12 37 — 37

Total assets 1,500 — (36) 20 12 1,496 — 1,496 LIABILITIES Current liabilities Trade and other payables (39) — — — — (39) — (39) Borrowings (11) — — — — (11) — (11)

(50) — — — — (50) — (50)

Non-current liabilities Bank borrowings (1,161) — — — — (1,161) — (1,161) Exit fee (3) — — — — (3) — (3) Prepaid ﬁnance fees 7 — — — — 7 — 7 Shareholder loans (107) 107 — — — — — — Derivative ﬁnancial liabilities (168) — — — — (168) 168 — Deferred tax liabilities (131) 11 120 — — — — —

Total Liabilities (1,613) 118 120 — — (1,375) 168 (1,207)

Net (Liabilities) / Assets (113) 118 84 20 12 121 168 289

Notes:

1 The net assets of the Group have been extracted without adjustment from the unaudited historical ﬁnancial information as at 30 September 2013 set out in Section D of Part 6: Historical Financial Information on the Group.

c109953pu040 Proof 5: 29.5.14_22:02 B/L Revision: 0 Operator AllS 2 Historically, the companies within the Group have been financed by a combination of a nominal amount of share capital, non-interest bearing shareholder loans and secured debt. The shareholder loans reflect £160 million provided by investors at the time of the acquisition of the portfolios and were non-interest bearing and with no fixed repayment date. While structured as loans, as is typical in privately held investment structures, these loans were simply a means of injecting shareholder equity into the structure. Prior to Admission but after 30 September 2013, the shareholder loans have been capitalised to reflect a more appropriate capital structure for a listed company. £53 million of the loans had previously been accounted for as capital contributions in the historical financial information, and the balance of £107 million is adjusted above to increase net assets, together with £11 million of deferred tax on the adjustment. 3 On entry into the REIT regime, the deferred tax liability previously accounted for on the Group’s investment property revaluations (£120 million) is reversed, as is the deferred tax asset on the revaluation of derivative financial instruments to their fair value (£36 million), reflecting the tax attributes of a REIT where, subject to compliance with the REIT rules, capital gains on the sales of investment property are not taxable and tax is not payable on the Group’s net property income. 4 Independent valuers CBRE Limited have assessed the value of the Group’s property investment portfolio at 30 April 2014 as £1,457 million, as set out in Part 5: Property Valuation Report. This adjustment restates the assets from their 30 September 2013 valuation for accounts purposes, which was performed by an appropriately qualified director of the Company, to the more recent independent valuation. 5 The adjustment reflects the gross proceeds of the Placing of £15 million, net of the estimated costs of the Placing of £3.3 million. 6 EPRA has published guidelines aimed at providing a measure of net asset value on the basis of long term fair value. The EPRA measure excludes items that are considered to have no impact in the long term, such as the fair value of derivative instruments. The adjustment above therefore adds back the adjustment made to the Group’s net assets as at 30 September 2013 reflecting the fair value of the derivative financial instruments at that time. 7 The companies within the Group have been in operation since 2007 and have continued in business since 30 September, 2013. Consequently the pro forma net assets shown above are illustrative only and do not reflect the financial position of the Group as at the date of this document. This unaudited pro forma consolidated EPRA net assets statement does not constitute financial statements within the meaning of the Companies Act. No account has been taken of the financial performance of the Group since 30 September 2013, nor of any other event save as disclosed above.

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CBRE | SPECIALIST MARKETS Part 5: Property Valuation Report VALUATION REPORT

Report Date 30 May 2014

Addressees Secure Income REIT Plc (the “Company”) 18 Cavendish Square London W1G 0PJ

Oriel Securities Limited 150 Cheapside London EC2V 6ET

Instruction and Purpose In accordance with your instructions, we report our opinion of the Market Value of the of Valuation freehold and/or leasehold interests (as appropriate) of the properties listed in the Schedule. The Valuation Report has been prepared for a Regulated Purpose as defined in the RICS Valuation – Professional Standards January 2014 (the “Red Book”). It is understood that our Valuation Report is required for inclusion in an Admission Document (the ”Admission Document ”), which is to be published by the Company in connection with the Initial Public Offering and placing of shares by the Company as a result of which the shares in the Company will be admitted to and traded on AIM, a market of the London Stock Exchange plc (the ”Purpose of this Report”). The Valuation Report will be relied upon by Oriel Securities Limited and the Company.

The Valuation Date The effective date of the valuation is 30 April 2014. The Company has confirmed to us that, to its knowledge, there have been no material changes to the Properties since the effective date of valuation. On this basis, in our opinion there has been no material change to the Market Value of the Properties between the effective date of valuation and the date of this Valuation Report.

Brief Summary of the The Properties form part of a portfolio of properties described in the Schedule (the Portfolio ”Portfolio”), which amounts to twenty six (26) properties in total. For the purposes of this Report, Alton Towers together with the Alton Towers Hotel and Heide Park together with the Heide Park Hotel are each treated as a single property. The valuations reported herein relate only to the Properties comprising the Portfolio.

Compliance with The valuations are compliant with the International Valuation Standards, and are in Valuation Standards accordance with paragraphs 128 to 130 of the ESMA update of the Committee of European Securities Regulators’ (CESR) recommendations for the consistent implementation of the European Commission’s Regulation of Prospectuses No 809/2004. We confirm we have sufficient current local and national knowledge of the particular property market involved and have the skills and understanding to undertake the valuations competently. We confirm that the valuations have been prepared in accordance with the appropriate sections of the RICS Valuation – Professional

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Standards January 2014 (the “Red Book”) as well as the AIM Rules.

Valuer Status We confirm that we have undertaken the valuations acting as External Valuers as defined in the Red Book, qualified for the purpose of the valuation. We confirm that we are an independent expert for the purposes of paragraph 130 of the ESMA update of CESR’s recommendations. Where the knowledge and skill requirements of the Red Book have been met in aggregate by more than one valuer within CBRE Ltd, we confirm that a list of those valuers has been retained within the working papers, together with confirmation that each named valuer complies with the requirements of the Red Book.

Assumptions The Schedule to this Valuation Report comprises a summary of the Properties valued. We have made various assumptions detailed under Valuation Assumptions below and mentioned elsewhere in our Valuation Report (the “Assumptions”). The Company has confirmed and we confirm that our Assumptions are correct so far as the Company and we, respectively, are aware. In the event that any of these Assumptions prove to be incorrect then our Valuation should be reviewed. The principal Assumptions we have made for the purpose of our Valuation are referred to below. For the avoidance of doubt, the Assumptions made do not affect compliance with the approach to Market Value under the Red Book, and the requirements of the AIM Rules.

Variation from Standard None. Assumptions

Valuation Subject to the contents of this Valuation Report, we are of the opinion that the aggregate of the Market Values, as defined by RICS VPS 4, of the freehold and leasehold interests subject to the occupational leases valued by CBRE Ltd as at 31 March 2014 is: £1,456,955,000 (One Billion Four Hundred and Fifty Six Million Nine Hundred and Fifty Five Thousand Pounds). The aggregate Market Value incorporates the valuation of Heide Park, Germany expressed in £ sterling as agreed. The conversion rate from Euros has been calculated at 30 April 2014. We have valued the Properties individually and no account has been taken of any discount or premium that may be negotiated in the market if all or parts of the Portfolio was to be marketed simultaneously, either in lots or as a whole. Our opinion of Market Value is based upon the Scope of Work and Valuation Assumptions attached, and has been primarily derived using comparable recent market transactions on arm’s length terms.

There are no negative values to report.

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We are required to show the split between freehold and long leasehold properties:

Freehold* Long Leasehold Total

£1,456,955,000 £0.00 £1,456,955,000

*Part of Alton Towers is held on a virtual freehold/long leasehold interest.

Disclosures CBRE Ltd has valued all the Properties for secured lending purposes in 2007 and subsequently the Hospital Properties for loan review. On behalf of the Company (or other companies forming part of the same group of companies):

 The principal signatory of this report has been the signatory of specific one-off valuation-related instructions from time-to-time since 2005;

 CBRE Ltd has carried out valuations and provided other property advice since 2005; and

 CBRE Ltd has carried out Valuation and Agency services for between 5 and 9 years The total fees, including the fee for this assignment, earned by CBRE Ltd (or other companies forming part of the same group of companies within the UK) from the Company (or other companies forming part of the same group of companies) is less than 5.0% of CBRE Ltd’s total UK revenues.

We do not consider that any conflict of interest arises for us in preparing the advice requested by the Company and the Company has confirmed this to us. We confirm that we do not have any material interest in the Company or any of the Properties.

Responsibility We are responsible for our Valuation Report and accept responsibility for the information contained in our Valuation Report and confirm that to the best of our knowledge (having taken all reasonable care to ensure that such is the case), the information contained in our Valuation Report is in accordance with the facts and contains no omissions likely to affect its import. Our Valuation Report complies with paragraphs 128 to 130 of the ESMA update of the Committee of European Securities Regulators’ (CESR) recommendations for the consistent implementation of the European Commission's Regulation on Prospectuses Nº 809/2004.

Reliance We confirm that this Valuation Report may not be relied upon by any party other than for the specific purpose to which it refers.

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Publication Neither the whole of the Valuation Report, nor any part, nor reference thereto, may be published in any other document, statement or circular, nor in any communication with third parties, without our prior written approval of the form and context in which it will appear.

Yours faithfully Yours faithfully

David Batchelor MRICS Michael Brodtman FRICS Executive Director Executive Director RICS Registered Valuer RICS Registered Valuer For and on behalf of For and on behalf of CBRE Limited CBRE Limited

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SCOPE OF WORK AND VALUATION ASSUMPTIONS

Basis of Valuation – The value of each of the Properties has been assessed in accordance with the relevant Market Value parts of the current RICS Valuation - Professional Standards and the relevant provisions of the AIM Rules. In particular, we have assessed Market Value in accordance with RICS VPS 4, paragraph 1.2. Under these provisions, the definition of Market Value (as defined in the International Valuation Standards Framework paragraph 29) is:

“The estimated amount for which an asset or liability should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion.”

The valuations represent the figures that would appear in a hypothetical contract of sale at the valuation date. No adjustment has been made to these figures for any expenses of acquisition or realisation - nor for taxation that might arise in the event of a disposal.

No account has been taken of any inter-company leases or arrangements, or of any mortgages, debentures or other charge. No account has been taken of the availability or otherwise of capital based Government or European Community grants.

Sources of We have carried out our work based upon information supplied to us by the Company Information and its real estate lawyers, Taylor Wessing LLP, primarily comprising title certificates and tenancy information, which we have assumed to be correct and comprehensive.

Inspections We have internally inspected all Properties between 29 January 2014 and 11 February 2014. In accordance with our instructions and for the purpose of this valuation we have performed no additional inspections. The Company has advised us that to its knowledge no material changes have occurred to the Properties in the intervening period.

Floor Areas and Ages We have not measured the Properties, as floor areas are not the primary driver to the valuation methodology applied. All building ages quoted in our report are approximate.

Plant and Machinery Landlord’s plant and machinery such as lifts, escalators, central heating and other normal service installations have been treated as an integral part of the building and are included within our valuations. In respect of the hospital Properties, we understand and have assumed that the leases provide that Properties include, without limitation, all such plant and machinery referred to above and also specialist items integral to the building such as gas delivery systems, air conditioning systems including specialist theatre airflow systems, specialist lighting and nurse call systems and any replacements thereof. Process plant and machinery, tenants’ fixtures and specialist trade fittings have been excluded from our valuations, save where they are expressly referred to in the leases.

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Site and We have not undertaken any environmental investigations of the Properties or made any Contamination & investigation into past or present uses of the Properties or neighbouring land to establish Environmental Matters whether there is any contamination or potential for contamination and have assumed that, except to the extent (if any) disclosed to us by the Company, no such contamination or potential for such contamination exists. We have not carried out mining, geological or other investigations of the Properties and have assumed that there are no abnormal ground conditions, nor archaeological remains present, which might adversely affect the present or future occupation, development or value of any of the Properties.

In the absence of any information to the contrary, we have assumed that:

(a) the Properties are not contaminated and are not adversely affected by any existing or proposed environmental law.

(b) any processes which are carried out on the Properties which are regulated by environmental legislation are properly licensed by the appropriate authorities.

(c) the Properties possess current Energy Performance Certificates (EPCs) as required under the Government’s Energy Performance of Buildings Directive, and that they have an energy efficient standard of ‘E’, or better.

(d) the Properties are either not subject to flooding risk or, if they are, that sufficient flood defences are in place and that appropriate building insurance could be obtained at a cost that would not materially affect the capital value.

High voltage electrical supply equipment may exist within, or in close proximity of, the Properties. The National Radiological Protection Board (NRPB) has advised that there may be a risk, in specified circumstances, to the health of certain categories of people. Public perception may, therefore, affect marketability and future value of the property. Our valuation reflects our current understanding of the market and we have not made a discount to reflect the presence of this equipment.

Condition of Structure We are not instructed for the purpose of this valuation to carry out building surveys, test and Services services, make independent site investigations, inspect woodwork or exposed parts of the structure which were covered, unexposed or inaccessible, or to arrange for any investigations to be carried out to determine whether or not any deleterious or hazardous materials or techniques have been used, or are present, in any part of the Properties. Although we have reflected in our valuations, where necessary, any defects or items of disrepair that we noted in the course of our inspections or have since been advised, we cannot state that the Properties are free from defects. In the absence of any information to the contrary, we have assumed that:

(a) the Properties are free from rot, infestation, structural or latent defect. (b) no currently known deleterious or hazardous materials or suspect techniques have been used in the construction of, or subsequent alterations or additions to, the Properties.

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SCOPE OF WORK AND VALUATION ASSUMPTIONS

free from defect.

Town Planning and We have not made oral or written planning enquiries, although where practicable we Statutory have reviewed local planning policies in relation to the Properties on the websites of the Requirements relevant local planning authority. We have assumed that, save as disclosed to us by the Company, all buildings have been erected in accordance with planning permissions and the Properties have the benefit of permanent planning consents or existing use rights for their current use and that no adverse planning conditions or restrictions apply. We have assumed that the Properties are not adversely affected by any town planning or road proposals and that all buildings comply with all statutory and local authority requirements including building, fire, and health and safety regulation and are not subject to any outstanding statutory notices as to their construction, use or occupation.

Titles, Tenures and Details of title/tenure under which the Properties are held and of lettings to which they Lettings are subject are as supplied to us by the Company and its lawyers. We have not generally examined nor had access to all the deeds, leases or other documents relating thereto. Where recorded in this report, information from deeds, leases or other documents represents our understanding of the relevant documents. A brief summary of the tenancy information relied upon is noted in the Schedule.

We have not conducted credit enquiries on the financial status of any tenants. We have, however, obtained published financial information and D&B compact/business reports and reflected in our valuations our opinion of the investment market’s perception of the financial status of the tenants as publicly listed vehicles.

Unless stated otherwise within this report, and in the absence of any information to the contrary, we have assumed that:

(a) the Properties possess a good and marketable title free from any onerous or hampering restrictions or conditions.

(b) only minor or inconsequential costs will be incurred if any modifications or alterations are necessary in order for occupiers of each Property to comply with the provisions of the Disability Discrimination Act 1995.

(d) there are no tenant’s improvements that will materially affect our opinion of the rent that would be obtained on review or renewal.

(e) tenants will meet their obligations under their leases, and are responsible for insurance, payment of business rates, and all repairs, whether directly or by means of a service charge.

(f) there are no user restrictions or other restrictive covenants in leases which would adversely affect value.

(g) where appropriate, permission to assign the interest being valued herein would not be withheld by the landlord where required.

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(h) vacant possession can be given of all accommodation that is unlet or is let on a service occupancy.

(i) In the UK, Stamp Duty Land Tax (SDLT) will apply at the rate currently applicable.

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SCHEDULE

SUMMARY OF PROPERTIES IN THE PORTFOLIO

Property Location and Description Tenure and Tenancies

ASHTEAD HOSPITAL Ashtead is a residential suburb located on the north Freehold. The Warren side of the M25 Motorway approximately 15 miles Entire let to Ramsay Health Care UK Ashtead south west of Central London. The Property is Operations Limited guaranteed by Surrey KT21 2SB situated in an upmarket residential area just off the Ramsay Health Care Limited on a full A24 Leatherhead Road one mile from the M25. repairing and insuring lease for a term Purpose-built 55 bed inpatient hospital erected in of 30 years from 3 May 2007. 1984 and extended in the 1990s and 2000s, and Minimum rent is set out for each year has approximately 120 car parking spaces. Main of the term equivalent to annual fixed medical facilities comprise 53 single en-suite patient increase of 2.75%. Upward only rent bedrooms, twin bedded HDU, 3 major operating review in year 10 to higher of the pre- theatres (all with laminar airflow), TSSU, radiology (2 determined fixed increase or formula no. x-ray), fixed base MRI and CT scanners, 15 being 88.5% x 65% of EBITDARH. In consulting rooms and physiotherapy unit. years 15, 20, 25 the rent is reviewed upwards only to the higher of the pre- determined fixed increase or Open Market Rent.

DUCHY HOSPITAL Truro is located close to the south western end of Freehold. Penventinnie Lane mainland Britain approximately 45 miles west of Tenancies – as Ashtead Hospital. Treliske, Truro Plymouth. The Property is located in Treliske on the Cornwall TR1 3UP outskirts of Truro adjacent to the Royal Cornwall NHS Hospital. Purpose-built 28 beds inpatient hospital constructed in 1981 and extended in the 1990s and 2000s, with approximately 130 car parking spaces and an undeveloped area of land adjacent. Main medical facilities comprise 24 single and one double en-suite patient bedrooms, twin bedded HDU, 3 major operating theatres (each with laminar airflow), 9-bed ambulatory unit, radiology dept. (1 no. x-ray), 11 consulting rooms and a physiotherapy unit.

EUXTON HALL HOSPITAL Chorley is approximately 22 miles north west of Freehold. Wigan Road Manchester and 10 miles south of Preston. The Tenancies – as Ashtead Hospital. Euxton, Chorley Property is situated in the suburban area of Euxton Lancashire PR7 6DY approximately 2 miles north west of Chorley. Euxton Euxton Park is under-let to Chorley Park, which comprises part of the Property’s site, lies Borough Council for a term of 999 to the south of the hospital site. years from 1 June 1989 at a peppercorn rent. There is a further Inpatient hospital comprising a former 18th century under-let to Chorley Parish Council. mansion with purpose-built extensions, a detached We understand that the use is block of ten Close Care apartments, car parking and restricted to public open space only. large landscaped grounds. Main medical facilities comprise 23 single en-suite patient bedrooms, 3-bed en-suite patient bedroom, 2 major operating theatres (each with laminar airflow), endoscopy unit, radiology (including x-ray), 5 consulting rooms and a physiotherapy unit.

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FITZWILLIAM HOSPITAL Peterborough is located approximately 40 miles east Freehold. Milton Way, South Bretton of Leicester and 35 miles to the north west of Tenancies – as Ashtead Hospital. Peterborough Cambridge. The Property is situated on Milton Way Cambridgeshire PE3 9AQ approximately 3 miles west of the city centre. Purpose built hospital constructed in 1983 and extended in 1992 and 2012-13, with an overnight capacity (including HDU) of 46 beds. Main medical facilities include 4 theatres (3 with laminar airflow), 8 bays recovery area, endoscopy suite, 2 x-ray rooms, fixed base MRI scanner 14 outpatient consulting rooms and a physiotherapy unit with gymnasium and 6 treatment rooms.

FULWOOD HOSPITAL Preston is located approximately 35 miles north west Freehold. Midgery Lane of Manchester and 45 miles north east of Liverpool. Tenancies – as Ashtead Hospital. Fulwood, Preston The Property is situated in the suburb of Fulwood Lancashire PR2 9SZ approximately 2 miles north east of Preston town centre. Purpose built property erected in 1986 and substantially extended in1989. It comprises a 37 bed inpatient private acute hospital and has undergone a major refurbishment programme since 2007. The main medical and surgical facilities include 3 operating theatres (with laminar airflow), 12-bay day care unit, DSI x-ray machine, OPG and ultra sound facilities, a physiotherapy unit with gym, 4 treatment rooms and 6 consulting rooms.

MOUNT STUART The three adjacent seaside towns of Torquay, Freehold. HOSPITAL Paignton and Brixham collectively are called Torbay Tenancies – as Ashtead Hospital. St Vincent’s Road Torquay is located approximately 22 miles south of Torquay Exeter and 30 miles east of Plymouth. The Property is Devon TQ1 4UP situated 1.5 miles north of Torquay town centre. Purpose-built 31-bed hospital constructed during 1984. Main medical and surgical facilities include 2 patient bedrooms equipped for HDU purposes and 2 major operating theatres (with laminar airflow). The hospital also provides endoscopy, DSI X-ray, ultrasound, mammography and OPG facilities, 7 consulting rooms, a cosmetic surgery suite, a physiotherapy unit, 7 treatment rooms and an onsite pharmacy.

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NEW HALL HOSPITAL Salisbury is located approximately 23 miles north Freehold. Bodenham west of Southampton and 27 miles north of Tenancies – as Ashtead Hospital. Salisbury Bournemouth. The property is situated within 3 miles Wiltshire SP5 4EY of Salisbury centre. The Property comprises a 48-bed private acute hospital contained within a converted 18th century Manor Hall. The hospital was extended in the mid- 1980s and in 1999 creating a new operating theatre and more recently in 2007 to add a new 20-bed wing. The main medical and surgical facilities include 2 major operating theatres (all with laminar flow enclosures) with 6 bed recovery bay, endoscopy suite (with 3 bed recovery bay), an x-ray room (with ultrasound and mammography facilities), two physiotherapy rooms and 10 consulting rooms.

NORTH DOWNS Caterham is located about 20 miles due south from Freehold. HOSPITAL Central London just within the M25 Motorway. The Tenancies – as Ashtead Hospital. 46 Tupwood Lane, Property is located on Tupwood Lane approximately Caterham one mile south east of Caterham. Surrey CR3 6DP The Property comprises a large detached 19th century house converted to a 20 bedroom private hospital, with a modern extension construction and separate detached 1996 building. The main medical and surgical facilities include 2 operating theatres (with laminar airflow), 4 consulting rooms (with specialist ophthalmic and ENT facilities), a physiotherapy room, 2 treatment rooms, endoscopy room and DSI x-ray unit.

OAKLANDS HOSPITAL Manchester is a major financial and commercial Freehold. 19 Lancaster Road centre in the north west of England approximately 35 Tenancies – as Ashtead Hospital. Salford miles east of Liverpool and 53 miles south west of Manchester M6 8AQ Leeds. The Property is situated approximately 4 miles west of Manchester City Centre with good access to

the M60 Manchester orbital. Purpose built, private acute hospital built in1990 with extensions added in 1996 and 2001. Registered for 28 beds, the current accommodation includes 15 single ensuites rooms and two dedicated Day Case units (9 beds). The main medical and surgical facilities include 2 major operating theatres (with a laminar airflow), a recovery bay, endoscopy and X- ray unit, and DEXA machine, ultrasound, mammography and OPG facilities, with a physiotherapy unit and 6 consulting rooms.

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OAKS HOSPITAL Colchester is located approximately 62 miles north Freehold. 120 Mile End Road east of Central London, with Ipswich 15 miles to the Tenancies – as Ashtead Hospital. Colchester north east and Chelmsford 25 miles to the south Essex CO4 5XR west. The property is located 1 mile north of Colchester town centre.

Purpose built hospital building which opened in 1994 and was extended in 2012, and has 53 single en suite patient rooms (including 3 HDU) and 2 double en suites, totaling 57 beds. The main medical and surgical facilities comprise 4 operating theatres (with laminar air-flow) and 2 minor operation rooms, with an endoscopy unit, a 7- bay recovery area, paediatric facility. The hospital also provides X-ray screening (DSI), ultrasound, 7 treatment rooms and a physiotherapy room with exercise gym and 17 consulting rooms.

PINEHILL HOSPITAL Hitchin is located approximately 37 miles north of Freehold. Benslow Lane Central London, and 10 miles north east of Luton. Tenancies – as Ashtead Hospital. Hitchin The town benefits from good connections, being 4 Hertfordshire SG4 9QZ miles west of the A1 (M). The Property comprises a 42 bed hospital within a converted manor house, constructed in 1908. The hospital was opened in 1982 with a substantial 2- storey extension added in 1997. The main medical and surgical facilities comprise 9 consulting rooms, X-ray room with separate ultrasound and mammography facilities, 3 principal theatres (each incorporating laminar airflow enclosure), 1 minor ops suite, a physiotherapy facility and an on-site pharmacy. MRI and CT scanning and Dexa services are provided by a mobile service to the site.

READING HOSPITAL Reading is located on the north side of the M4, Freehold. Wensley Road approximately 40 miles west of Central London and Tenancies – as Ashtead Hospital. Coley Park, Reading 25 miles south east of Oxford. Berkshire RG1 6UZ Purpose built 47 bed purpose built acute hospital developed in 1992 and a former nursing home (Coley Park Mansion) converted in 1997 for outpatient purposes. The main medical and surgical facilities including 3 operating theatres with 5-bay recovery area, TSSU and physiotherapy unit, exercise gym, and an orthopaedic unit. The Grade ll listed Coley Park Mansion has 24 consulting rooms, radiology department with 2 x-ray rooms and MRI facilities, gynecological, cardiology, paediatrics and urology facilities.

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RENACRES HOSPITAL Ormskirk is a small market town in West Lancashire, Freehold. Renacres Lane 13 miles north of Liverpool City Centre and 18 miles Tenancies – as Ashtead Hospital. Halsall, Nr. Ormskirk south of Preston. Lancashire L39 8SE Renacres Hospital comprises a 32 bed hospital opened in 1987 and extended in 1998/1999. Main medical and surgical facilities include 2 major operating theatres, DSI x-ray, ultrasound and mammography facilities, a physiotherapy suite and exercise gym with two treatment rooms, and a further 8 consulting rooms. Other facilities include an audiology and endoscopy suite, with MRI services delivered via a visiting unit.

RIVERS HOSPITAL Sawbridgeworth is a village located in East Freehold. High Wych Road Hertfordshire about 2 miles north of Harlow, which is Tenancies – as Ashtead Hospital. Sawbridgeworth about 20 miles north east of London via the M11. Hertfordshire CM21 0HH The Property comprises a major healthcare complex, which includes the Rivers private acute hospital, the Gardens and Jacobs Centre neurological units and Orchard Lea “close care” residential village, with 315 car parking spaces. Rivers Hospital was purpose built in 1992 and extended in the 2000s and comprises a 62-bed acute hospital building. Main medical facilities include 4 major operating theatres (each with laminar airflow), ambulatory unit with 9-bays and 2 ops rooms, radiology (2 no. x-ray), fixed base MRI and CT scanners, 13 consulting rooms and physiotherapy unit. The Gardens was built in 1992 and has beds. Jacobs Centre was built in 2004 and has 60 long term care beds including 9 designated for high dependency. Both buildings have an array of lounge/dining and therapy areas and assisted bathrooms. Orchard Leas comprises a cluster of 22 residential units and gardens sold to the occupiers on long leases and a supporting “Core” facility including a restaurant serviced from Rivers Hospital.

ROWLEY HOSPITAL Stafford is located approximately 27 miles north of Freehold. Rowley Park Birmingham and benefits from good road Tenancies – as Ashtead Hospital. Stafford communications with the M6 situated 3 miles south Staffordshire ST17 9AQ of the town centre. The Property comprises a 15 bed converted period building with a surgical theatre extension completed in 2011, and detached two-storey annexe. The main medical and surgical facilities include 2 major operating theatres, X-ray and ultrasound facilities, with 9 consulting rooms, treatment rooms and a

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Physiotherapy unit with multi-gym.

SPRINGFIELD HOSPITAL Chelmsford is located approximately 30 miles north Freehold. Lawn Lane Springfield east of Central London, with junction 28 of the M25 Tenancies – as Ashtead Hospital. Chelmsford motorway about 12 miles south west. Basildon and Essex CM1 7GU Southend-on-Sea are located approximately 12 miles to the south. The Property is a purpose-built 64 bed inpatient hospital constructed in 1987 and extended in 2000 and 2013. The main medical facilities include 5 major operating theatres (4 with laminar airflow), a Radiology unit with X-ray, ultrasound, mammography, OPG and Lithotripter equipment. There are 21 outpatient consulting rooms and 2 rooms used for private GP consulting, 4 minor treatment rooms and audiology. Other facilities include an onsite pharmacy and large conference room.

WEST MIDLANDS Halesowen is located in the West Midlands Freehold. HOSPITAL approximately 9 miles south west of central Tenancies – as Ashtead Hospital. Coleman Hill Birmingham and 6 miles south of Dudley. Halesowen West Midlands B63 2AH The property comprises a former residence, extended in two phases in the late 1980’s. The main medical and surgical facilities include 29 ensuite bedrooms, including one HDU, a radiology department with digital facilities digital X-ray and mammography and ultrasound facilities, 2 principal operating theatres (with laminar airflow), 6 general consulting rooms and a physiotherapy suite.

WINFIELD HOSPITAL Gloucester is located approximately 35 miles north Freehold. Tewkesbury Road of Bristol and 53 miles south of Birmingham, and is Tenancies – as Ashtead Hospital. Longford, Gloucester situated to the west of the M5 motorway. Gloucestershire GL2 9WH Purpose built, two storey hospital constructed in 1993 with two semi-detached villas and the Dean Neurological Centre, completed in 2009. The Winfield Hospital’s main medical and surgical facilities include 42 beds, 3 operating theatres (each with laminar air enclosures) and digital X-ray, ultrasound and mammography and OPG facilities. A physiotherapy department includes an exercise gym with 5 treatment rooms, also with 11 consulting rooms. The Dean Neuro Centre facility includes 60 ensuite bedrooms (16 HDU) and ancillary lounge and office space.

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WOODLAND HOSPITAL Kettering is located approximately 15 miles north Freehold. Rothwell Road east of Northampton and 24 miles south east of Tenancies – as Ashtead Hospital. Kettering Leicester. Coventry is circa 30 miles to the west via Northamptonshire the A14. NN16 8XF The property comprises a 35 bed purpose built hospital completed in 1990 and extended in 2012 to include additional consulting, operating theatre and plant space. A new two-storey building providing additional operational space opened in 2006. The hospital operates 30 beds and the main medical and surgical facilities include 3 operating theatres, endoscopy suite, X-ray and OPG services and 10 consulting rooms, also with a physiotherapy unit.

YORKSHIRE CLINIC Bingley is located approximately 6 miles north west Freehold. Bradford Road of Bradford and 15 miles to the west of Leeds. The Tenancies – as Ashtead Hospital. Bingley Property is situated in the village of Cottingley 1 mile West Yorkshire BD16 1TW west of Shipley Purpose-built 59 beds inpatient hospital constructed in 1982 and extended in the 1990s and 2000s, together approximately 140 car parking spaces. The main medical and surgical facilities include 3 major operating theatres (2 with laminar airflow), TSSU, radiology and cardiac unit with X-ray, mammography, ultrasound and OPG facilities. The hospital also has a fixed base MRI and CT scanner unit, with13 consulting rooms and a physiotherapy suite.

CAPIO NIGHTINGALE Lisson Grove is located in Marylebone in the City of Freehold. HOSPITAL Westminster. The Property is located at the southern Entire let to Florence Nightingale 11-19 Lisson Grove end of Lisson Grove within a block situated between Hospitals Limited guaranteed by Marylebone Marylebone Road and Bell Street to north. London NW1 6SH Capio Holding AB. Lease terms as for The Property comprises a number of buildings Ashtead Hospital. converted to a psychiatric care facility. The main building at 11-19 Lisson Grove as a 65 bed acute inpatient psychiatric hospital with supporting services including consulting and therapy rooms. 7 Lisson Grove (Edward House) is a mid terraced period building providing 10 consulting rooms and offices. 98,100 and 102 Bell Street is a terrace of period residential buildings partly used as part of the main hospital, partly comprising 7 flats plus an outpatients therapy centre with 21 consulting rooms. 2,3 and 4 Bendall Mews is a 3 storey modern building built as an annexe to the main hospital. It is currently mothballed awaiting a decision on its reuse, having 12 bedrooms and ancillary areas.

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ALTON TOWERS Alton Towers lies approximately 1 mile north of the Freehold and part 999 year long Alton village of Alton in Staffordshire. The small leasehold from 2007. Staffordshire, ST10 4DB village/hamlet of Farley is immediately to the North Entire let to Merlin Attractions West. It is 15 miles east of Stoke-on-Trent and 22 Operations Limited (tenant) with miles west of Derby. Merlin Entertainments plc acting as The theme park is built around the 19th Century Surety. Held on a full repairing and Gothic Towers, divided up in to 11 differently named insuring lease for a term of 35 years amusement areas with rides and supporting food from 5 July 2007 with options to and beverage and retail sales areas. In addition renew for two further terms at expiry. there are two hotels, a water park, adventure mini Rent is reviewed annually upwards golf and conference centre. The original Hotel has only by reference to R.P.I. There is a 176 rooms and includes a Spa facility. Splash separate lease of the hotel to the same Landings Hotel has 216 rooms. tenant on similar terms.

THORPE PARK The park is located a mile south of Staines and north Freehold Chertsey of Chertsey in close proximity of the M25 and M3 Tenancy – As Alton Towers. There is a Surreys KT16 8PN intersection. London is approximately 25 miles to the separate lease of a hotel site on east. similar terms. Thorpe Park is a thrill seekers theme park and has the capacity for 4,500 cars. The main theme park is situated on an Island with the themed rides then arranged in various sectors around the park. In addition there are various ancillary food and beverage and retail sales units.

WARWICK CASTLE Warwick Castle is located within Warwick’s town Freehold Warwick centre, approximately 3 miles to the north of the Tenancy – As Alton Towers Warwickshire, CV34 4QU M40 motorway between junctions 13 and 15. Access from junction 13 is via the A425 and the A429 from junction 15. Warwick Castle is a medieval castle attraction. The original wooden motte and bailey castle was rebuilt in the 12th century and before being bought by the Tussauds Group in 1978 had been used as a country house. It now provides arrange of family attractions with supporting food, beverage and retail uses.

MADAME TUSSAUDS The property is located in central London (London Freehold Marylebone Road Borough of Camden), on the A501 arterial route Tenancy – As Alton Towers London NW1 5LR running to the north of the West End. It is situated almost immediately east of Baker Street London Underground station with bus and mainline train services nearby. Madame Tussauds was established over 120 years ago and comprises a multi floor public exhibition space housing waxworks, a ride and ancillary souvenirs sales area.

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HEIDE PARK Soltau is located in the North West German state of Freehold Soltau, Germany Lower Saxony. The state capital, Hanover, is located Entire let to Heide Park Soltau GmbH approximately 90km south of Soltau. Heide Park is (tenant) with Surety from Merlin situated in a rural setting, between the A7 turnoff Entertainments Plc and Merlin and Soltau town centre. Entertainments Group Luxembourg 3 The property comprises a comprehensive large scale S.à.r.l. Held on a full repairing and theme park which provides a combination of rides insuring lease for a term of 35 years and attractions, supporting food and beverage expiring 29 July 2042 with options to facilities. The theme park has four main attraction renew for two further terms at expiry. areas including feature rollercoasters, children’s The rent is reviewed annually by way rides and play areas, show areas and food and of a fixed increase of 3.34%. There is beverage offerings. a separate lease of the hotel on similar terms with the exception of the There is also a 166 room hotel constructed in 2007 tenant which is is Tussauds Heide- and a holiday camp with 80 units. Metropole GmbH.

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Part 6: Historical Financial Information on the Group

Section A – Accountant’s Report on the Historical Financial Information on the Group

BDO LLP 55 Baker Street London W1U 7EU

The Directors 30 May 2014 Secure Income REIT Plc Cavendish House 18 Cavendish Square London W1G 0PJ

Oriel Securities Limited 150 Cheapside London EC2V 6ET

Dear Sirs

Secure Income REIT Plc (the ‘‘Company’’) and its subsidiary undertakings (together the ‘‘Group’’) – Historical financial information Introduction We report on the financial information set out in Section B of this Part 6: Historical Financial Information on the Group. This financial information has been prepared for inclusion in the admission document dated 30 May 2014 of Secure Income REIT Plc (the ‘‘Admission Document’’) on the basis of the accounting policies set out in the notes to the financial information. This report is required by paragraph (a) of Schedule Two of the AIM Rules for Companies and is given for the purpose of complying with that paragraph and for no other purpose.

Responsibilities The Directors of the Company are responsible for preparing the financial information in accordance with the basis of preparation as set out in note 2(a) to the financial information. It is our responsibility to form an opinion on the financial information and to report our opinion to you. Save for any responsibility arising under paragraph (a) of Schedule Two of the AIM Rules for Companies to any person as and to the extent there provided, to the fullest extent permitted by the law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with Schedule Two of the AIM Rules for Companies consenting to its inclusion in the Admission Document.

Basis of opinion We conducted our work in accordance with Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. Our work included an assessment of evidence relevant to the amounts and disclosures in the ﬁnancial information. It also included an assessment of signiﬁcant estimates and judgments made by those responsible for the preparation of the

c109953pu060 Proof 5: 29.5.14_22:02 B/L Revision: 0 Operator AllS financial information and whether the accounting policies are appropriate to the entity’s circumstances, consistently applied and adequately disclosed. We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial information is free from material misstatement whether caused by fraud or other irregularity or error. Our work has not been carried out in accordance with auditing or other standards and practices generally accepted in the United States of America or other jurisdictions outside the United Kingdom and accordingly should not be relied upon as if it had been carried out in accordance with those standards and practices.

Opinion In our opinion, the financial information gives, for the purposes of the Admission Document, a true and fair view of the state of affairs of the Group as at 31 March 2011, 31 March 2012 and 31 March 2013 and of its consolidated results, cash flows and changes in equity for the financial years ended 31 March 2011, 31 March 2012 and 31 March 2013 in accordance with the basis of the preparation as set out in note 2(a) to the financial information.

Declaration For the purposes of paragraph (a) of Schedule Two of the AIM Rules for Companies we are responsible for this report as part of the Admission Document and declare that we have taken all reasonable care to ensure that the information contained in this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the Admission Document in compliance with Schedule Two of the AIM Rules for Companies.

Yours faithfully BDO LLP Chartered Accountants BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127)

c109953pu060 Proof 5: 29.5.14_22:02 B/L Revision: 0 Operator AllS Section B – Consolidated Historical Financial Information of the Group for the years ended 31 March 2011, 31 March 2012 and 31 March 2013 The ﬁnancial information of the Group set out below for the years ended 31 March 2011, 31 March 2012 and 31 March 2013 has been prepared by the Directors of the Company on the basis set out in note 2.

Consolidated Income Statements and Statements of Other Comprehensive Income

Year Year Year ended ended ended 31 March 31 March 31 March 2011 2012 2013 Notes £000 £000 £000 Income statement Revenue 103,020 104,965 105,915 Investment property revaluation 8 26,974 30,459 (3,548) Direct operating expenses (22) (23) (23) Administrative expenses (184) (256) (367)

Operating proﬁt before ﬁnancing 129,788 135,145 101,977 Finance income 48 31 26 Finance costs 6 (92,034) (94,029) (94,270)

Proﬁt before taxation 37,802 41,147 7,733 Tax credit 7 16,097 9,611 5,298

Proﬁt for the year 53,899 50,758 13,031

Other comprehensive income Items that may subsequently be reclassiﬁed to proﬁt or loss: Fair value adjustment of interest rate derivatives in effective hedges 14,404 (75,254) 4,491 Tax effect of interest rate derivative valuation adjustment (7,034) 15,060 (3,286) Currency translation differences (287) (1,192) 309

Other comprehensive income for the year, net of tax 7,083 (61,386) 1,514

Total comprehensive income for the year, net of tax 60,982 (10,628) 14,545

Pence per Pence per Pence per share share share Earnings per share Basic and diluted 20 36.7 35.3 12.7

c109953pu060 Proof 5: 29.5.14_22:02 B/L Revision: 0 Operator AllS Consolidated Balance Sheets

As at As at As at 31 March 31 March 31 March 2011 2012 2013 Notes £000 £000 £000 ASSETS Non-current assets Investment properties 8 1,376,818 1,422,339 1,437,489 Derivative ﬁnancial assets 15 283 6 — Deferred tax assets 12 42,248 57,079 53,133

1,419,349 1,479,424 1,490,622

Current assets Trade and other receivables 10 41 43 43 Current tax asset 1,068 1,233 — Cash and cash equivalents 11 23,153 23,842 24,581

24,262 25,118 24,624

Total assets 1,443,611 1,504,542 1,515,246

LIABILITIES Current liabilities Trade and other payables 13 (34,682) (35,609) (36,499) Bank borrowings 14 (4,211) (7,499) (10,176) Current tax payable — — (43)

(38,893) (43,108) (46,718)

Non-current liabilities Bank borrowings 14 (1,176,975) (1,168,657) (1,161,858) Shareholders’ loans 14 (81,585) (91,163) (101,729) (1,258,560) (1,259,820) (1,263,587) Derivative ﬁnancial liabilities 15 (144,557) (220,481) (216,920) Deferred tax liabilities 12 (164,351) (154,511) (146,854)

(1,567,468) (1,634,812) (1,627,361)

Total liabilities (1,606,361) (1,677,920) (1,674,079)

Net liabilities (162,750) (173,378) (158,833)

EQUITY Share capital 17 — — — Capital contribution reserve 18 45,570 38,210 30,870 Currency translation reserve 18 2,963 1,771 2,080 Cash ﬂow hedging reserve 18 (111,040) (171,234) (170,029) Retained earnings 18 (100,243) (42,125) (21,754)

Total equity (162,750) (173,378) (158,833)

c109953pu060 Proof 5: 29.5.14_22:02 B/L Revision: 0 Operator AllS Consolidated Statements of Changes in Equity

Capital Currency Cash flow Share contribution translation hedging Retained capital reserve reserve reserve earnings Total £000 £000 £000 £000 £000 £000 At 1 April 2010 — 52,910 3,250 (118,410) (161,482) (223,732) Profit for the year — — — — 53,899 53,899 Other comprehensive income Fair value adjustment of interest rate derivatives in effective hedges — — — 14,404 — 14,404 Tax effect of interest rate derivative valuation adjustment — — — (7,034) — (7,034) Currency translation differences — — (287) — — (287) Total comprehensive income, net of tax — — (287) 7,370 53,899 60,982 Reclassification of realised amount — (7,340) — — 7,340 —

At 31 March 2011 — 45,570 2,963 (111,040) (100,243) (162,750)

At 1 April 2011 — 45,570 2,963 (111,040) (100,243) (162,750) Proﬁt for the year — — — — 50,758 50,758 Other comprehensive income Fair value adjustment of interest rate derivatives in effective hedges — — — (75,254) — (75,254) Tax effect of interest rate derivative valuation adjustment — — — 15,060 — 15,060 Currency translation differences — — (1,192) — — (1,192) Total comprehensive income, net of tax — — (1,192) (60,194) 50,758 (10,628) Reclassiﬁcation of realised amount — (7,360) — — 7,360 —

At 31 March 2012 — 38,210 1,771 (171,234) (42,125) (173,378)

At 1 April 2012 — 38,210 1,771 (171,234) (42,125) (173,378) Proﬁt for the year — — — — 13,031 13,031 Other comprehensive income Fair value adjustment of interest rate derivatives in effective hedges — — — 4,491 — 4,491 Tax effect of interest rate derivative valuation adjustment — — — (3,286) — (3,286) Currency translation differences — — 309 — — 309 Total comprehensive income, net of tax — — 309 1,205 13,031 14,545 Reclassiﬁcation of realised amount — (7,340) — — 7,340 —

At 31 March 2013 — 30,870 2,080 (170,029) (21,754) (158,833)

c109953pu060 Proof 5: 29.5.14_22:02 B/L Revision: 0 Operator AllS Consolidated Statements of Cash Flows

Year Year Year ended ended ended 31 March 31 March 31 March 2011 2012 2013 Notes £000 £000 £000 Cash ﬂows from operating activities Proﬁt before tax 37,802 41,147 7,733 Adjustments for non-cash items: Investment property revaluation 8 (26,974) (30,459) 3,548 Movement in contracted rental uplift balances 8 (20,668) (19,380) (17,836) Finance income (48) (31) (26) Finance costs 6 92,034 94,029 94,270

Cash ﬂows from operating activities before changes in working capital 82,146 85,306 87,689 Changes in working capital: Trade and other receivables (1) (1) — Trade in trade and other payables 959 579 990 Tax paid (824) (220) (410)

Cash ﬂows from operating activities 82,280 85,664 88,269

Investing activities Interest received 48 30 26

Cash ﬂows from investing activities 48 30 26

Financing activities Repayment of bank borrowings (1,995) (4,620) (7,531) Interest paid (80,235) (80,606) (80,283) Financing fees paid (52) — — Movement in shareholders’ loans 406 298 245

Cash ﬂows from ﬁnancing activities (81,876) (84,928) (87,569)

Increase in cash and cash equivalents 452 766 726 Cash and cash equivalents at the beginning of the year 22,723 23,153 23,842 Effect of exchange rate changes (22) (77) 13

Cash and cash equivalents at the end of the year 23,153 23,842 24,581

c109953pu060 Proof 5: 29.5.14_22:02 B/L Revision: 0 Operator AllS Notes to the consolidated historical financial information 1 CORPORATE INFORMATION These consolidated financial statements reflect the financial performance and position of the groups headed up by the Company and P1 Hospital Holdings Limited (together the ‘‘Group’’) for each of the three years ended 31 March 2013. The Company and P1 Hospital Holdings Limited are both incorporated and domiciled in the United Kingdom. The address of their registered office and principal place of business is Cavendish House, 18 Cavendish Square, London, W1G 0PJ. The principal activity of the Group is that of property investment.

2 ACCOUNTING POLICIES (a) Basis of preparation During the periods reported on herein, the Company and P1 Hospital Holdings Limited (the ‘‘Combining Companies’’) were entities under common control. On 21 May 2014, by virtue of a reorganisation, the Combining Companies become a legal group headed by Secure Income REIT Plc (formerly P1 Theme Park Holdings Limited). The reorganisation of the Combining Companies is deemed to be a ‘‘combination under common control’’ and as a result, is outside the scope of IFRS 3 ‘‘Business combinations’’. As such it is considered appropriate that the principles of merger accounting, as set out under UK GAAP, would be used to account for the reorganisation. Hence the consolidated financial statements of Secure Income REIT Plc will assume that the Combining Companies had always been part of this group. No fair value adjustments are required. Accordingly, although the Combining Companies did not form a legal group for the periods reported on herein, the financial information comprises the results and net assets of the Combining Companies as if the subsequently formed legal group had been in existence throughout all the periods reported on. Practically this involves a simple aggregation of results and net assets of the groups headed by the Combining Companies as there are no intra group transactions or balances to eliminate between them. Earnings per share has been computed on the assumption that the capitalisation of shareholder loans which occurred on 20 May 2014 had been in place throughout the whole period with a corresponding effect on earnings and number of shares used in the EPS calculation (see note 20). Except for the above matters, the consolidated financial information has been prepared in accordance with International Financial Reporting Standards (‘‘IFRS’’) adopted for use in the European Union and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. This is the first financial information of the Group, comprising the Combining Companies for each period reported upon herein. The financial information has been presented in Pounds Sterling (‘‘Sterling’’) as this is the currency of the primary economic environment that the Group operates in. Amounts are rounded to the nearest thousand, unless otherwise stated.

(i) Estimates and judgements The financial information has been prepared on the historical cost basis except that investment properties and derivative financial instruments are stated at fair value. The accounting policies have been applied consistently in all material respects. The preparation of the financial information requires the Board to make judgements, estimates and assumptions that may affect the application of accounting policies and reported amounts of assets and liabilities as at each balance sheet date and the reported amounts of revenues and expenses during each reporting period. Any estimates and assumptions are based on experience and any other factors that are believed to be relevant and reasonable under the circumstances. Actual outcomes may differ from these estimates. Any revisions to accounting estimates will be recognised in the period in which the estimate is revised if the revision affects only that period. If the revision affects both current and future periods, the change will be recognised over those periods.

c109953pu060 Proof 5: 29.5.14_22:02 B/L Revision: 0 Operator AllS Certain accounting policies which have a significant bearing on the reported financial condition and results of the Group require subjective or complex judgements. The principal areas of judgement are: * property valuation, where the opinion of an appropriately qualified Director has been obtained for all periods reported in the financial information with future valuations to be conducted every six months by independent, external valuers; * the value of derivative financial instruments used to hedge interest rate exposures, where the valuations adopted are independently assessed by suitably qualified independent experts at each reporting date on the basis of market rates as at those dates; and * shareholders’ loans, where the initial fair value is assessed on the basis of the terms of those loans using a discount rate considered by the Board to be a reasonable approximation of the market rate at inception. The Group’s accounting policies for these matters where outcomes are more reliant on judgement, together with other policies material to the Group, are set out in paragraphs (c) to (j). (ii) Adoption of new and revised standards No new standards or interpretations issued by the International Accounting Standards Board (‘‘IASB’’) or the IFRS Interpretations Committee (‘‘IFRIC’’) have led to any material changes in the Group’s accounting policies or disclosures during each reporting period. (iii) Standards in issue not yet adopted The IASB have issued the following standards that are mandatory for later accounting periods, and which are relevant to the Group but have not been adopted early: * IFRS 9 Financial instruments (no effective date yet stated) * IFRS 10 Consolidated financial statements (effective 1 January 2014) * IFRS 12 Disclosure of interests in other entities (effective 1 January 2014) * IFRS 13 Fair value measurement (effective 1 January 2013) * IAS 27 Separate financial statements (effective 1 January 2014) * IAS 36 Impairment of assets (effective 1 January 2014) * IAS 39 Financial instruments: recognition and measurement (effective 1 January 2014) The Directors do not anticipate that the adoption of these standards will have a material impact on the Group’s financial statements in the period of initial application, other than on presentation and disclosure. The IASB and IFRIC have also issued or revised IFRS 1, IFRS 7, IAS 19, IAS 28, IAS 32, IFRIC 20 and IFRIC 21 but these changes either have no impact or are not expected to have a material effect on the operations of the Group.

(b) Going concern The financial information has been prepared on a going concern basis. In considering the appropriateness of this assumption, the Board has considered the Group’s projections for the twelve months from the date of this Admission Document, including cash flow forecasts. The Directors believe that the Group has adequate resources to continue in operational existence for the foreseeable future and therefore adopt the going concern basis of accounting in preparing the financial information.

(c) Basis of consolidation (i) Basis of combination As set out in note 2(a), this financial information reflects the economic activities of the Combining Companies as a group using merger accounting principles as if the subsequently formed legal group had been in existence throughout all the periods reported on. (ii) Subsidiaries Subsidiaries are those entities controlled by the Group. When the Group has the power to govern the financial and operating policies of an entity to gain benefits from its activities, it has control within the meaning of this policy.

c109953pu060 Proof 5: 29.5.14_22:02 B/L Revision: 0 Operator AllS The ﬁnancial information includes the ﬁnancial information of subsidiaries, prepared to each period end under the same accounting policies as the Group as a whole, using the acquisition method. All intra-group balances and transactions are eliminated on consolidation.

(d) Property portfolio (i) Investment properties Investment properties comprise properties owned by the Group which are held for capital appreciation, rental income or both. They are initially recorded at cost and subsequently valued at each balance sheet date at fair market value on an open market basis as determined by professionally qualified valuers. Gains or losses arising from changes in the fair value of investment properties are recognised in the income statement in the period in which they arise. Depreciation is not provided in respect of investment properties. (ii) Occupational leases The Board exercises judgement in considering the potential transfer of the risks and rewards of ownership in accordance with IAS 17 for all properties leased to tenants and determines whether such leases are operating leases. A lease is classified as a finance lease if substantially all of the risks and rewards of ownership transfer to the lessee. If the Group substantially retains those risks, a lease is classified as an operating lease. All leases reflected in the financial information are classified as operating leases. (iii) Rental income Revenue comprises rental income exclusive of VAT. Rental income is recognised in the income statement on an accruals basis. Contingent income, such as rent reviews and indexation are recorded in the income statement in the periods in which they are earned. Specifically: * open market rent reviews are recognised when formally agreed; * rental income from fixed rent reviews is recognised on a straight line basis over the term of the lease. Where income is recognised in advance of the related cash flows, an adjustment is made to ensure that the carrying value of the relevant property including accrued rent does not exceed the valuation. (iv) Property operating costs Property operating costs are recognised in the income statement on an accruals basis.

(e) Financial assets and liabilities Financial assets and liabilities are recognised when the relevant group entity becomes a party to unconditional contractual terms of the instrument. Unless otherwise indicated, the carrying amounts of financial assets and liabilities are considered by the Directors to be a reasonable estimate of their fair values at each balance sheet date. (i) Trade and other receivables Trade and other receivables are recognised initially at their fair value and subsequently at their amortised cost. If there is objective evidence that the recoverability of the asset is at risk, appropriate allowances for any estimated irrecoverable amounts are recognised in the income statement. (ii) Trade and other payables Trade and other payables are recognised initially at their fair value and subsequently at their amortised cost. (iii) Cash and cash equivalents Cash and cash equivalents comprise cash in hand, deposits held at call with banks and financial institutions and other short term highly liquid investments with original maturities of three months or less. (iv) Borrowings and finance charges Bank borrowings are initially recognised at their fair value, net of any transaction costs directly attributable to their issue and subsequently are carried at their amortised carrying value. Costs

c109953pu060 Proof 5: 29.5.14_22:02 B/L Revision: 0 Operator AllS relating to raising bank loan facilities are amortised over the life of the loan and charged to the income statement as part of the Group’s financing costs. Non-interest bearing loans from shareholders are measured at a value using an imputed interest rate. On inception of the loans, the difference between the fair value and amounts received are treated as capital contributions. The amounts initially recorded as capital contributions are released to distributable reserves over the Board’s assessment of the minimum loan term. (v) Derivative financial instruments The Group uses derivative financial instruments to hedge its exposure to cash flow interest rate risks. Derivatives are initially recognised at fair value on the date on which the derivative contract is entered into and subsequently measured at fair value. Derivatives are classified either as derivatives in effective hedges or derivatives held for trading. It is anticipated that, generally, hedging arrangements will be ‘highly effective’ within the meaning of IAS 39 and that the criteria necessary for applying hedge accounting will be met. All derivatives in place over the period covered by the financial information have met the necessary criteria. Hedges are assessed on an ongoing basis to ensure they continue to be effective. The gain or loss on the revaluation of the portion of an instrument that qualifies as an effective hedge of cash flow interest rate risk is recognised directly in other comprehensive income. Amounts accumulated in equity will be reclassified to the income statement in the period when the hedged items affect the income statement. The gain or loss on the revaluation of any derivative financial instrument classified as held for trading because it is not an effective hedge will be recognised directly in the income statement.

(f) Provisions A provision will be recognised when a legal or constructive obligation exists as a result of an event that has occurred prior to the balance sheet date and where it is probable that an outﬂow of economic beneﬁts will be required to settle the obligation. Provisions will be measured at the Board’s best estimate of the expenditure required to settle that obligation as at the balance sheet date, and will be discounted to present value if the effect is material.

(g) Distributions Distributions relating to equity shares are recognised when they become legally payable.

(h) Management fees and incentive arrangement payments Management fees and incentive arrangement payments will be recognised in the income statement in the period to which they relate. Incentive fees earned that are more likely than not to become payable will be provided for in the ﬁnancial statements. The Group’s incentive arrangements with its external manager, which take effect from the date of Admission, may result in shares being issued. Any incentive fees earned by the Investment Adviser under these arrangements are to be payable annually in the form of shares in the Company (subject to certain limited exceptions) with the shares being issued at the average closing share price for the period over which the fees have been earned.

(i) Tax Tax is included in the income statement except to the extent that it relates to income or expense items recognised directly in equity, in which case the related tax is recognised in equity. Current tax is the expected tax payable on taxable income for a reporting period, using tax rates enacted or substantively enacted at the balance sheet date, together with any adjustment in respect of previous periods. Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities for ﬁnancial reporting purposes and the amounts used for tax purposes. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date. A deferred tax asset is recognised only to the extent that it is probable that future taxable proﬁts will be available against which the asset can be utilised.

c109953pu060 Proof 5: 29.5.14_22:02 B/L Revision: 0 Operator AllS (j) Foreign currency translation The results of subsidiary undertakings with a functional currency other than Sterling are translated into Sterling at the average rate for a reporting period. The gains or losses arising on the end of year translation of the net assets of such subsidiary undertakings at closing rates and the difference between translating the results at average rates compared to the closing rates are taken to the currency translation reserve. Monetary assets and liabilities denominated in foreign currencies are translated into Sterling at the rates of exchange ruling at the balance sheet date with any gains or losses arising on translation recognised in the income statement.

3 OPERATING SEGMENTS AND REVENUES IFRS 8 requires operating segments to be identiﬁed on the basis of internal reports about components of the Group that are reviewed by the chief operating decision maker to make decisions about resources to be allocated between segments and assess their performance. The Group’s chief operating decision maker is considered to be the Board. The Group owns two property portfolios which are not separately managed. The Board receives quarterly management accounts prepared on a basis which aggregates the performance of investment properties and focuses on total returns on shareholders’ equity. The Board has therefore concluded that the Group operates in and is managed as one business segment, being property investment. All revenue arises from the Group’s property activities, with all properties located in the United Kingdom, except for two German leisure assets. The Group’s revenues were derived from the letting of investment properties to the same three tenant groups in each reporting period. All of the Group’s revenues reﬂected in the income statement arose from its UK rental operations, except for the following amounts which arose from its German operations: year to 31 March 2013: £7,743,000; year to 31 March 2012: £8,202,000; year to 31 March 2011: £8,080,000.

4 AUDITORS’ REMUNERATION

Year Year Year ended ended ended 31 March 31 March 31 March 2011 2012 2013 £000 £000 £000 Fees payable to the auditor of the Combining Companies for the audit of their ﬁnancial statements 84 82 82

5 STAFF COSTS AND DIRECTORS The Group has no employees and no director received any remuneration during the year (2012 – £nil, 2011 – £nil).

6 FINANCE COSTS

Year Year Year ended ended ended 31 March 31 March 31 March 2011 2012 2013 £000 £000 £000 Interest on secured bank debt 83,671 84,749 83,949 Other interest payable 65 — — Shareholders’ loans: unwinding of discount (non-cash) 8,298 9,280 10,321 Total ﬁnance costs recognised in the income statement 92,034 94,029 94,270

c109953pu060 Proof 5: 29.5.14_22:02 B/L Revision: 0 Operator AllS its bank balances but a 10 basis point change in LIBOR would have no material effect on amounts received. Movements in LIBOR do however have an impact on the valuation of the Group’s hedging instruments. Increases in LIBOR impact positively on the valuation of effective hedging instruments in other comprehensive income. A 10 basis point increase or decrease in LIBOR would have had the following maximum effects on the Group’s results.

Year Year Year ended ended ended 31 March 31 March 31 March 2011 2012 2013 £000 £000 £000 Effect on other comprehensive income and equity, net of tax 4,985 4,468 4,001

7 TAXATION

Year Year Year ended ended ended 31 March 31 March 31 March 2011 2012 2013 £000 £000 £000 Analysis of tax (credit) / charge in the year Current tax charge – current year — — 365 Current tax charge – adjustments in respect of prior periods — — 1,334 Deferred tax credit (see note 12) (16,097) (9,611) (6,997)

Total (16,097) (9,611) (5,298)

The credit for each period varies from the standard rate of corporation tax in the UK for the applicable period. The differences are explained below: Proﬁt on ordinary activities before tax 37,802 41,147 7,733

Proﬁt multiplied by the standard rate of corporation tax in the UK of 24 % (2012 – 26 %; 2011 – 28 %) 10,585 10,698 1,856

Effects of: Income not subject to tax — 1 — Expenses not deductible for tax 2 1 1 Movement in unrecognised capital allowances (54) (40) (27) Movement in previously unrecognised tax losses (2,460) 427 83 Changes in indexation on investment property revaluations (11,388) (7,929) (2,274) Reduction in UK corporation tax rate (12,492) (12,457) (6,335) Adjustments in respect of prior periods — — 1,334 Foreign tax charge for the year — — 365 Double taxation relief (290) (312) (301)

Tax credit for the year (16,097) (9,611) (5,298)

c109953pu060 Proof 5: 29.5.14_22:02 B/L Revision: 0 Operator AllS 8 INVESTMENT PROPERTIES

Year to Year to Year to 31 March 31 March 31 March 2011 2012 2013 £000 £000 £000 Freehold investment properties Carrying value as at 1 April 1,330,421 1,376,818 1,422,339 Revaluation movement 26,974 30,459 (3,548) Movement in contracted rental uplift balances 20,668 19,380 17,836 Foreign exchange movement (1,245) (4,318) 862

Carrying value as at 31 March 1,376,818 1,422,339 1,437,489

All the Group’s investment properties have been professionally valued by Nick Leslau BSc (Hons) FRICS, a Chartered Surveyor and Director of the Combining Companies on an arms’ length fair market value basis, as at each balance sheet date. Fair market value represents the estimated amount for which a property should sell 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 determination of the fair market value of each property requires, to the extent applicable, the use of estimates and assumptions in relation to factors such as future rental income, current market yields and the appropriate discount rate. In addition, to the extent possible, reference is made by the valuer to market evidence of transaction prices for similar properties. Included within the carrying value of investment properties at 31 March 2013 is £125,671,000 (at 31 March 2012: £107,574,000; at 31 March 2011: £88,983,000) in respect of accrued contracted rental uplift income. This balance arises through the IFRS treatment of leases with ﬁxed uplifts, which requires the recognition of rental income on a straight line basis over the lease term, with the difference between this and the cash receipts changing the carrying value of the property against which revaluations are measured. All of the investment properties are held as security under ﬁxed charges in respect of secured bank borrowings. The property rental income earned by the Group from its investment properties, all of which are leased under operating leases, amounted for the year to 31 March 2013 to £88,079,000 (year to 31 March 2012: £85,585,000; year to 31 March 2011: £82,352,000). Direct operating expenses arising on the investment properties, all of which generated rental income in each reporting period, amounted for the year to 31 March 2013 to £23,000 (year to 31 March 2012: £23,000; year to 31 March 2011: £22,000). The Group did not have any contractual obligations to purchase, construct or develop investment property at any balance sheet date. The responsibility for repairs and maintenance resides with the tenants. The historic cost of the Group’s investment properties throughout each reporting period was £1,315,080,000.

c109953pu060 Proof 5: 29.5.14_22:02 B/L Revision: 0 Operator AllS 9 PRINCIPAL SUBSIDIARIES The companies listed below were the principal subsidiary undertakings of the Combining Companies at the end of each year. All the companies are wholly owned within the Group.

Company name Country of incorporation Nature of business { P1 Hospitals Propco Limited England Intermediate holding company { P1 Ashtead Limited England Property investment { P1 Downs Limited England Property investment { P1 Duchy Limited England Property investment { P1 Euxton Limited England Property investment { P1 Fitzwilliam Limited England Property investment { P1 Fulwood Limited England Property investment { P1 Lisson Limited England Property investment { P1 Midlands Limited England Property investment { P1 Mt Stuart Limited England Property investment { P1 New Hall Limited England Property investment { P1 Oaklands Limited England Property investment { P1 Oaks Limited England Property investment { P1 Pinehill Limited England Property investment { P1 Reading Limited England Property investment { P1 Renacres Limited England Property investment { P1 Rivers Limited England Property investment { P1 Rowley Limited England Property investment { P1 Springﬁeld Limited England Property investment { P1 Winﬁeld Limited England Property investment { P1 Woodland Limited England Property investment { P1 Yorkshire Limited England Property investment { P1 ATH Limited England Property investment { P1 ATP Limited England Property investment { P1 MTL Limited England Property investment { P1 TP Limited England Property investment { P1 WC Limited England Property investment { P1 HP Limited England* Property investment * P1 HP Limited is incorporated in England and owns property in Germany. All the other companies listed above are incorporated and operate in England. { All indirectly owned by the Company.

10 TRADE AND OTHER RECEIVABLES

31 March 31 March 31 March 2011 2012 2013 £000 £000 £000 Prepayments and accrued income 41 43 43

11 CASH AND CASH EQUIVALENTS Included within the Group’s cash balances at 31 March 2013 is £24,272,000 (at 31 March 2012: £21,605,000; at 31 March 2011: £20,875,000) of cash in accounts held as ﬁxed security by the providers of the secured bank debt.

c109953pu060 Proof 5: 29.5.14_22:02 B/L Revision: 0 Operator AllS 12 DEFERRED TAX The movement in deferred tax balances in each year, analysed by the asset or liability giving rise to the balance, were as follows:

Unrealised Derivative gains on Tax losses ﬁnancial investment carried Shareholders’ instruments at properties forward loans fair value Total £000 £000 £000 £000 £000 Balance at 1 April 2010 (153,136) — (24,078) 46,048 (131,166) Credit to the income statement 8,986 3,234 3,877 — 16,097 Charge to other comprehensive income — — — (7,034) (7,034)

Balance at 31 March 2011 (144,150) 3,234 (20,201) 39,014 (122,103)

Balance at 1 April 2011 (144,150) 3,234 (20,201) 39,014 (122,103) Credit / (charge) to the income statement 6,059 (229) 3,781 — 9,611 Credit to other comprehensive income — — — 15,060 15,060

Balance at 31 March 2012 (138,091) 3,005 (16,420) 54,074 (97,432)

Balance at 1 April 2012 (138,091) 3,005 (16,420) 54,074 (97,432) Credit / (charge) to the income statement 4,599 (660) 3,058 — 6,997 Charge to other comprehensive income — — — (3,286) (3,286)

Balance at 31 March 2013 (133,492) 2,345 (13,362) 50,788 (93,721)

The following is the analysis of the deferred tax balances (after offset) for ﬁnancial reporting purposes:

31 March 31 March 31 March 2011 2012 2013 £000 £000 £000 Deferred tax assets 42,248 57,079 53,133 Deferred tax liabilities (164,351) (154,511) (146,854)

(122,103) (97,432) (93,721)

The Group has not recognised a deferred tax asset in respect of certain non-trade ﬁnancial losses. The relevant losses available for carry forward at 31 March 2013 are £3,665,000 (at 31 March 2012: £3,665,000; at 31 March 2011: £3,062,000).

13 TRADE AND OTHER PAYABLES

31 March 31 March 31 March 2011 2012 2013 £000 £000 £000 Taxation and social security 2,000 1,853 2,155 Accruals and deferred income 32,682 33,756 34,344

34,682 35,609 36,499

c109953pu060 Proof 5: 29.5.14_22:02 B/L Revision: 0 Operator AllS 14 BORROWINGS

31 March 31 March 31 March 2011 2012 2013 £000 £000 £000 Amounts falling due within one year Secured bank loans 4,211 7,499 10,176

31 March 31 March 31 March 2011 2012 2013 £000 £000 £000 Amounts falling due after more than one year Secured bank loans 1,176,975 1,168,657 1,161,858 Shareholders’ loans 81,585 91,163 101,729

1,258,560 1,259,820 1,263,587

Floating rates of interest are payable. The average interest rate range on all bank loans in the year to 31 March 2013 was between 1.8 per cent. and 3.6 per cent. (year to 31 March 2012: 2.0 per cent. – 3.9 per cent.; year to 31 March 2011: 2.2 per cent. – 4.1 per cent.). Interest has been ﬁxed by way of purchases of interest rate hedging products which ﬁx the interest rate payable (inclusive of lenders’ margin) at rates between 6.7 per cent. and 6.9 per cent. until the loan maturity dates.

A fee is payable on the ﬁnal repayment of one of the secured bank loans, which is being accrued for over the term of the loan and is included in the total secured bank loan balance. At 31 March 2013 the accrued fee amounted to £2,308,000 (at 31 March 2012: £1,457,000; at 31 March 2011: £604,000).

The bank loans are secured by charges over the Group’s investment properties and by ﬁxed and ﬂoating charges over the other assets of all the Group companies. There have been no defaults of any loan covenants during the years presented.

31 March 31 March 31 March 2011 2012 2013 £000 £000 £000 Analysis of secured bank loans due in more than one year: Between one and two years 6,928 10,602 13,192 In more than two years but not more than ﬁve years 41,287 52,496 1,148,666 In more than ﬁve years 1,128,760 1,105,559 —

Total 1,176,975 1,168,657 1,161,858

The fair value of the secured bank borrowings is considered to be broadly equivalent to their carrying amounts at each balance sheet date.

Shareholders’ loans The shareholders’ loans are unsecured, interest free, subordinated to the bank loans and have no ﬁxed repayment date. The earliest date that the shareholders’ loans may be repaid is following the repayment of the bank loans.

c109953pu060 Proof 5: 29.5.14_22:02 B/L Revision: 0 Operator AllS On issue, in 2007, the loans from shareholders were measured at fair value using an imputed interest rate. The difference between the fair value of the loans on inception and their face values at that date were accounted for as capital contributions. At each balance sheet date presented above, the total fair value of the shareholders’ loans was not considered to be materially different from their carrying values.

15 DERIVATIVE FINANCIAL INSTRUMENTS The fair values of the Group’s derivative ﬁnancial instruments at each balance sheet date were as follows:

31 March 31 March 31 March 2011 2012 2013 £000 £000 £000 £618.6m (2012: £622.8m; 2011: £625.3m) 5.063 % amortising swap (71,660) (110,003) (107,573) £nil (2012: £nil; 2011: £16m) payer’s swaption 39 — — £309.6m (2012: £311.4m; 2011: £312.2m) amortising 5.4 % swap (41,480) (61,438) (60,306) £113.6m (2012: £113.6m; 2011: £113.6m) amortising / accreting 5.4 % swap (15,323) (22,983) (22,738) £83m (2012: £83m; 2011: £83m) accreting 5.4 % swap (11,193) (16,788) (16,609) c43.6m (2012: c44m; 2011: c44.2m) accreting 4.4 % swap (2,992) (5,623) (5,856) c16.3m (2012: c16.3m; 2011: c16.3m) amortising / accreting 4.4 % swap (1,122) (2,144) (2,257) c11.4m (2012: c11.4m; 2011: c11.4m) accreting 4.4 % swap (786) (1,502) (1,581) £nil (2012: £40m; 2011: £40m) payer’s 5.3 % swaption 185 4 — cnil (2012: c7.5m; 2011: c7.5m) payer’s 4.3 % swaption 58 2 —

(144,274) (220,475) (216,920)

All of the above instruments expire between April and July 2017 on dates coterminous with the relevant underlying bank loans.

31 March 31 March 31 March 2011 2012 2013 £000 £000 £000 Summary: Derivative ﬁnancial assets 283 6 — Derivative ﬁnancial liabilities (144,557) (220,481) (216,920)

(144,274) (220,475) (216,920)

The derivative contracts have been valued by reference to interbank bid market rates as at the close of business on the last working day prior to each balance sheet date by JC Rathbone Associates Limited, and include the full LIBOR basis spread. All derivative financial instruments are classified as ‘level 2’ as defined in IFRS 7 as their fair value measurements are those derived from inputs other than quoted prices in active markets for identical assets and liabilities, but that are observable either directly or indirectly. The market values of hedging instruments change constantly with interest rate fluctuations, but the cash flow exposure of the Group to movements in interest rates is protected by way of its effective hedges. These valuations do not necessarily reflect the cost or gain to the Group of cancelling its interest rate protection, which is generally a marginally higher cost or smaller gain than a market valuation. The Group uses all of its derivative financial instruments in its hedging relationships. The cash flow hedges consist principally of interest rate swaps that are used to protect against exposures to variability in future interest cash flows on bank loans which bear interest at variable rates. The amounts and timing of future cash flows are projected on the basis of their contractual terms. Gains and losses are initially recognised directly in equity, in the cash flow hedging reserve, and

c109953pu060 Proof 5: 29.5.14_22:02 B/L Revision: 0 Operator AllS will be transferred to the income statement when the forecast cash ﬂows affect the income statement. Any gains and losses on ineffective derivatives or ineffective portions of derivatives will be recognised immediately in the income statement. There has been no hedge ineffectiveness to recognise in the income statement in the above years.

16 FINANCIAL INSTRUMENTS

16.1 Classification and measurement With the exception of the derivative financial instruments which are carried at fair value, all financial assets have been classified as loans and receivables measured at amortised cost, and all financial liabilities have been classified as other financial liabilities measured at amortised cost.

16.2 Risk management objectives Through the Group’s operations and use of debt financing it is exposed to certain risks. The Group’s financial risk management objectives are to minimise the effect of these risks by using derivative financial instruments, particularly to manage exposure to fluctuations in interest rates. Such instruments are not employed for speculative purposes. The use of any derivatives is approved by the Board, which provides guidelines on acceptable levels of interest rate risk, credit risk and liquidity risk. The exposure to each risk considered potentially material to the Group, how it arises and the policy for managing it is summarised below.

(a) Market risk Market risk is defined as the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. The Group’s market risks arise from open positions in (a) interest-bearing assets and liabilities, and (b) foreign currencies, to the extent that these are exposed to general and specific market movements. Further details are provided below.

Interest rate risk The Group’s interest bearing assets comprise only cash and cash equivalents. As the Group’s interest bearing assets do not generate significant amounts of interest, changes in market interest rates do not have any significant direct effect on the Group’s income. The Group manages its cash flow interest rate risk from its variable rate bank borrowings. The Group’s policy is to fix the interest rate on all of its bank borrowings by entering into interest rate derivatives (in the main interest rate swaps) in order to mitigate this risk. The Group agrees to exchange with an institutional counterparty, at specified intervals, the difference between fixed and variable rate interest amounts calculated by reference to an agreed schedule of notional principal amount. At 31 March 2013, 31 March 2012 and 31 March 2011, after taking into account the effect of interest rate swaps, all of the Group’s borrowings are at a fixed rate of interest. Further details about the derivatives and bank borrowings are set out in notes 14 and 15. Trade and other payables are interest free and have payment terms of less than one year, so it is assumed that there is no interest rate risk associated with these financial liabilities.

Currency risk The Group prepares its ﬁnancial statements in Sterling. Some of the Group’s business is conducted in Germany with its German assets generating Euro denominated revenues and ﬁnanced with Euro denominated debt. As a result, the Group is subject to foreign currency exchange risk due to exchange rate movements which affect the Group’s transactions and the translation of the results and underlying net assets of its foreign operations. The Board periodically reviews exposure to foreign exchange risk with a view to mitigating risks where possible.

c109953pu060 Proof 5: 29.5.14_22:02 B/L Revision: 0 Operator AllS (b) Credit risk Credit risk is the risk of financial loss to the Group if a counterparty fails to meet its contractual obligations. The relevant counterparties are, in the main, tenants in respect of amounts receivable under operating leases and banks, acting either as hedging counterparties or as holders of the Group’s cash deposits. The credit risk of trade receivables is limited because the counterparties to the operating leases are considered by the Board to be high quality tenants with lease guarantors of appropriate financial strength. If necessary, rigorous credit control procedures will be applied to facilitate the recovery of trade receivables. Recovery details and statistics are benchmarked in Board reports to identify any problems. The Group’s credit risk on hedging instruments and cash deposits is limited because the counterparties are banks with credit ratings which are acceptable to the Board. The Group does not hold any financial assets which are either past due or impaired.

(c) Liquidity risk Liquidity risk arises from the Group’s management of working capital and the finance charges and principal repayments on its debt instruments. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due. The Group seeks to manage its liquidity risk by ensuring that sufficient liquidity is available to meet its foreseeable needs. The Group’s ongoing liquidity needs (excluding debt repayment obligations) are very modest and managed principally through the deduction of the Group’s operating costs from rental receipts before surplus rental receipts are applied in payment of interest and part repayment of debt as required by the credit agreements relating to the Group’s secured debt. Before entering into any debt instrument, the Board assesses the resources that are expected to be available to the Group to meet the liabilities when they fall due. These assessments are made on the basis of both conservative and ‘downside’ scenarios. The Group prepares budgets and working capital forecasts which are reviewed by the Board at least quarterly to assess ongoing cash requirements and compliance with loan covenants. The Board also keeps under review the maturity profile of the Group’s cash deposits in order to have reasonable assurance that cash will be available for the settlement of liabilities when they fall due and entering into future transactions as required. The following tables show the maturity analysis for financial assets and liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities, including future interest payments, based on the earliest date on which the Group can be required to pay.

c109953pu060 Proof 5: 29.5.14_22:02 B/L Revision: 0 Operator AllS The maturity analysis of ﬁnancial instruments at 31 March 2013 was as follows:

Analysis by contractual maturities: On demand and less From From From Carrying than 3to 12 months 2to Later than amount 3 months 12 months to 2 years 5 years 5 years Total £000 £000 £000 £000 £000 £000 £000 Assets: Cash and cash equivalents 24,581 24,581 — — — — 24,581 Trade and other receivables 43 43 — — — — 43

24,624 24,624 — — — — 24,624

Liabilities: Trade and other payables (36,499) (36,499) — — — — (36,499) Bank borrowings (1,172,034) (7,173) (21,519) (28,692) (1,238,000) — (1,295,384) Shareholders’ loans (101,729) — — — (159,823) — (159,823) Derivative ﬁnancial liabilities (216,920) (13,100) (39,300) (52,400) (113,534) — (218,334)

(1,527,182) (56,772) (60,819) (81,092) (1,511,357) — (1,710,040)

The maturity analysis of ﬁnancial instruments at 31 March 2012 was as follows:

Analysis by contractual maturities: On demand and less From Carrying than From 3 to 12 months From 2 to Later than amount 3 months 12 months to 2 years 5 years 5 years Total £££££££ Assets: Cash and cash equivalents 23,842 23,842 — — — — 23,842 Trade and other receivables 43 43 — — — — 43 Derivative ﬁnancial assets 6 — 6 — — — 6

23,891 23,885 6 — — — 23,891

Liabilities: Trade and other payables (35,609) (35,609) — — — — (35,609) Bank borrowings (1,176,156) (7,676) (23,028) (30,704) (92,112) (1,186,963) (1,340,483) Shareholders’ loans (91,163) — — — — (159,578) (159,578) Derivative ﬁnancial liabilities (220,481) (12,773) (38,318) (51,091) (153,273) (8,515) (263,970)

(1,523,409) (56,058) (61,346) (81,795) (245,385) (1,355,056) (1,799,640)

c109953pu060 Proof 5: 29.5.14_22:02 B/L Revision: 0 Operator AllS The maturity analysis of ﬁnancial instruments at 31 March 2011 was as follows:

Analysis by contractual maturities: On demand and less From Carrying than 3 From 3 to 12 months From 2 to Later than amount months 12 months to 2 years 5 years 5 years Total £££££££ Assets: Cash and cash equivalents 23,153 23,153 — — — — 23,153 Trade and other receivables 41 41 — — — — 41 Derivative ﬁnancial assets 283 39 243 — — — 282

23,477 23,233 243 — — — 23,476

Liabilities: Trade and other payables (34,682) (34,682) — — — — (34,682) Bank borrowings (1,181,186) (7,761) (23,282) (31,043) (93,129) (1,223,692) (1,378,907) Shareholders’ loans (81,585) — — — — (159,280) (159,280) Derivative ﬁnancial liabilities (144,557) (12,622) (37,866) (50,488) (151,464) (58,904) (311,344)

(1,442,010) (55,065) (61,148) (81,531) (244,593) (1,441,876) (1,884,213)

16.3 Fair value estimation The Group’s only financial instruments which are measured at their fair value are interest rate derivatives. These financial instruments are not traded in an active market and their value is therefore determined by using a valuation technique based on observable market data. These instruments are classified as level 2 on the fair value hierarchy. Further information in relation to these instruments is provided in note 15.

16.4 Capital risk management The Board’s primary objective when monitoring capital is to safeguard the Group’s ability to continue as a going concern, while ensuring it remains within its banking covenants so as to safeguard secured assets and avoid financial penalties. Borrowings are secured on specific property portfolios and are non-recourse between the groups headed by the Combining Companies. The capital structure of the Group consists of debt (which includes the borrowings disclosed in notes 14 and 15), cash and cash equivalents and equity attributable to the shareholders of the Combining Companies (comprising issued capital, retained earnings and the other reserves referred to in note 18). The Group is not subject to any externally imposed capital requirements. As part of the Group’s management of capital structure, consideration is given to the cost of capital. In order to maintain or adjust the capital structure, the Group keeps under review the amount of any dividends or capital returns to be paid to shareholders, and monitors the extent to which the issue of new shares or the realisation of assets may be required. Details of the significant accounting policies adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in the accounting policies in note 2.

c109953pu060 Proof 5: 29.5.14_22:02 B/L Revision: 0 Operator AllS 17 SHARE CAPITAL

31 March 31 March 31 March 2011 2012 2013 £££ Allotted, called up and fully paid 1 ordinary share of £1 issued by the Company 1 1 1 1 ordinary share of £1 issued by P1 Hospital Holdings Limited 1 1 1

222

18 RESERVES The nature and purpose of each of the reserves included within equity is as follows: Share capital represents the nominal value of shares issued. Capital contribution reserve: This reserve arose in connection with the advance to the Group of non-interest bearing shareholders’ loans. After applying a market rate of interest as required by accounting standards in order to determine their fair values at inception, the differences between face value and fair value, net of tax, were recognised as capital contributions. Amounts are reclassified to retained earnings evenly over the term of these loans. Currency translation reserve: This reserve represents the cumulative exchange gains and losses on the translation of the Group’s net investment in its German operations. Cash flow hedging reserve: This reserve represents the cumulative gains or losses, net of tax, arising on effective cash flow hedging instruments. Retained earnings represent the cumulative profits and losses recognised in the income statement.

19 OPERATING LEASES The Group’s principal assets are investment properties which are leased to third parties under non- cancellable operating leases. The future minimum lease payments receivable under these leases are as follows:

31 March 31 March 31 March 2011 2012 2013 £000 £000 £000 Within 1 year 84,270 87,213 89,956 Between 1 year and 5 years 351,260 363,337 374,738 Later than 5 years 2,576,679 2,518,635 2,457,088

3,012,209 2,969,185 2,921,782

c109953pu060 Proof 5: 29.5.14_22:02 B/L Revision: 0 Operator AllS 20 EARNINGS PER SHARE

Year to Year to Year to 31 March 31 March 31 March 2011 2012 2013 £000 £000 £000 Basic Proﬁt for the year as per the income statement 53,899 50,758 13,031 Add back: Shareholders’ loans – unwinding discount (note 6) 8,298 9,280 10,321 Deduct: Deferred tax included in the income statement in respect of the above (note 12) (3,877) (3,781) (3,058)

Proﬁt attributable to the equity holders of the Combining Companies 58,320 56,257 20,294

Number Number Number Weighted average number of shares in issue* 159,005,589 159,414,619 159,686,505

Pence per Pence per Pence per share share share Basic Earnings per share of the Combining Companies 36.7p 35.3p 12.7p

*It is considered that the use of the actual number of shares of the Combining Companies in issue in each of the above years as the denominator in the earnings per share calculations would not provide meaningful information. Instead, the weighted average number of shares in issue has been determined based on the number of shares that would have been in issue in each year had the shareholders’ loans been capitalised into shares on the basis of one share for each £1 of shareholders’ loans at the time that they were advanced to the Combining Companies. The profit attributable to the equity holders of the Combining Companies has been adjusted to remove the impact of the amount included in finance costs as a result of the non-interest bearing nature of the shareholders’ loans together with the related deferred tax. As disclosed in note 19 to Section D of Part 6 of this document, the shareholders’ loans have subsequently been capitalised into shares on the above basis. This method of calculating the earnings per share figure for each year is considered to provide more meaningful information. There were no share options or other equity instruments in issue in respect of any of the above years and therefore there are no adjustments to be made for dilutive or potentially dilutive equity arrangements.

21 RELATED PARTY TRANSACTIONS The only related party transactions in each year relate to those associated with the shareholders’ loans. The balances at each balance sheet date are disclosed in note 14. Details of the unwinding of the discount that arose on inception are disclosed in note 6 in respect of each year.

22 CONTROLLING PARTY INFORMATION At each balance sheet date the shares of the Combining Companies were legally owned by Prestbury 1 Nominee Limited and beneﬁcially owned by Prestbury 1 Limited Partnership whose general partner is Prestbury General Partner Limited Partnership. The ultimate parent entity of Prestbury General Partner Limited Partnership is Prestbury Investments LLP. NM Leslau is the controlling party of Prestbury Investments LLP in respect of the business relating to the Group during and at the end of the reporting periods. Prestbury 1 Limited Partnership prepares consolidated ﬁnancial statements to 31 March each year which are available from the company secretary of its general partner, Cavendish House, 18 Cavendish Square, London W1G 0PJ.

c109953pu060 Proof 5: 29.5.14_22:02 B/L Revision: 0 Operator AllS Section C – Review opinion on the Consolidated Unaudited Interim Financial Information of the Group for the six months ended 30 September 2012 and 30 September 2013

BDO LLP 55 Baker Street London W1U 7EU

30 May 2014 The Directors Secure Income REIT Plc Cavendish House 18 Cavendish Square London W1G 0PJ

Dear Sirs

Secure Income REIT Plc (the ‘‘Company’’) and its subsidiary undertakings (together, the ‘‘Group’’) Introduction We report on the unaudited consolidated interim ﬁnancial information for the six months ended 30 September 2013 set out in Section D of this Part 6. This ﬁnancial information has been prepared for inclusion in the admission document dated 30 May 2014 of Secure Income REIT plc (the ‘‘Admission Document’’) on the basis of the accounting policies referred to in note 2 of Section D of this Part 6. This report is required by paragraph (a) of Schedule Two of the AIM Rules for Companies and is given for the purpose of complying with that item and for no other purpose.

Responsibilities The directors of the Company are responsible for preparing the interim ﬁnancial information in accordance with International Accounting Standard 34, ‘‘Interim Financial Reporting’’, as adopted by the European Union. It is our responsibility to form an opinion on the interim ﬁnancial information and to report our opinion to you. Save for any responsibility arising under paragraph (a) of Schedule Two of the AIM Rules for Companies to any person as and to the extent there provided, to the fullest extent permitted by the law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with Schedule Two of the AIM Rules for Companies consenting to its inclusion in the Admission Document.

Basis of opinion We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, ‘‘Review of Interim Financial Information Performed by the Independent Auditor of the Entity’’, issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on the consolidated interim financial information.

c109953pu070 Proof 5: 29.5.14_22:03 B/L Revision: 0 Operator AllS Our work has not been carried out in accordance with auditing or other standards and practices generally accepted in the United States of America or other jurisdictions outside the United Kingdom and accordingly should not be relied upon as if it had been carried out in accordance with those standards and practices.

Opinion Based on our review, nothing has come to our attention that causes us to believe that the consolidated interim ﬁnancial information for the six months ended 30 September 2013 is not prepared, in all material respects, in accordance with International Accounting Standard 34, ‘‘Interim Financial Reporting’’, as adopted by the European Union.

Yours faithfully BDO LLP Chartered Accountants BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127)

c109953pu070 Proof 5: 29.5.14_22:03 B/L Revision: 0 Operator AllS Section D – Consolidated Unaudited Interim Financial Information of the Group for the six months ended 30 September 2012 and 30 September 2013 The consolidated condensed unaudited interim ﬁnancial statements of the Group set out below for the six months ended 30 September 2012 and 30 September 2013 have been prepared by the Directors of the Company on the basis set out in note 2.

Consolidated Income Statements and Statements of Other Comprehensive Income

Unaudited six Unaudited six months to months to 30 September 30 September 2012 2013 Notes £000 £000 Income statement Revenue 51,551 52,347 Investment property revaluation 7 (33,831) (8,816) Direct operating expenses (10) (10) Administrative expenses (128) (156)

Operating proﬁt before ﬁnancing 17,582 43,365 Finance income 14 12 Finance costs 5 (47,133) (47,604)

Loss before taxation (29,537) (4,227) Tax credit 6 11,919 15,477

(Loss) / proﬁt for the period (17,618) 11,250

Other comprehensive income Items that may subsequently be reclassiﬁed to proﬁt or loss: Fair value adjustment of interest rate derivatives in effective hedges (14,718) 49,389 Tax effect of interest rate derivative valuation adjustment 1,132 (14,788) Currency translation differences (1,176) (73)

Other comprehensive income for the period, net of tax (14,762) 34,528

Total comprehensive income for the period, net of tax (32,380) 45,778

Pence per Pence per share share (Loss) / earnings per share of the Combining Companies Basic and diluted 16 (9.0)p 9.1p

c109953pu070 Proof 5: 29.5.14_22:03 B/L Revision: 0 Operator AllS Consolidated Balance Sheets

Unaudited Unaudited as at as at 30 September 30 September 2012 2013 Notes £000 £000 ASSETS Non-current assets Investment properties 7 1,393,643 1,436,599 Deferred tax assets 11 58,292 38,089

1,451,935 1,474,688

Current assets Trade and other receivables 9 18 24 Current tax asset 1,386 — Cash and cash equivalents 10 24,947 25,224

26,351 25,248

Total assets 1,478,286 1,499,936

LIABILITIES Current liabilities Trade and other payables 12 (38,149) (38,600) Bank borrowings 13 (8,944) (11,531) Current tax payable — (72)

(47,093) (50,203)

Non-current liabilities Bank borrowings 13 (1,162,341) (1,156,509) Shareholders’ loans 13 (96,269) (107,343) (1,258,610) (1,263,852) Derivative ﬁnancial liabilities 14 (235,668) (168,000) Deferred tax liabilities 11 (142,673) (130,936)

(1,636,951) (1,562,788)

Total liabilities (1,684,044) (1,612,991)

Net liabilities (205,758) (113,055)

EQUITY Share capital — — Capital contribution reserve 34,530 27,190 Currency translation reserve 595 2,007 Cash ﬂow hedging reserve (184,820) (135,428) Retained earnings (56,063) (6,824)

Total equity (205,758) (113,055)

c109953pu070 Proof 5: 29.5.14_22:03 B/L Revision: 0 Operator AllS Consolidated Statements of Changes in Equity

Capital Currency Cash ﬂow Share contribution translation hedging Retained capital reserve reserve reserve earnings Total £000 £000 £000 £000 £000 £000 Period ended 30 September 2012 (unaudited) At 1 April 2012 — 38,210 1,771 (171,234) (42,125) (173,378) Loss for the period ————(17,618) (17,618) Other comprehensive income Fair value adjustment of interest rate derivatives in effective hedges — — — (14,718) — (14,718) Tax effect of interest rate derivative valuation adjustment — — — 1,132 — 1,132 Currency translation differences — — (1,176) — — (1,176)

Total comprehensive income, net of tax — — (1,176) (13,586) (17,618) (32,380) Reclassiﬁcation of realised amount — (3,680) — — 3,680 —

At 30 September 2012 — 34,530 595 (184,820) (56,063) (205,758)

Period ended 30 September 2013 (unaudited) At 1 April 2013 — 30,870 2,080 (170,029) (21,754) (158,833) Proﬁt for the period ————11,250 11,250 Other comprehensive income Fair value adjustment of interest rate derivatives in effective hedges — — — 49,389 — 49,389 Tax effect of interest rate derivative valuation adjustment — — — (14,788) — (14,788) Currency translation differences — — (73) — — (73)

Total comprehensive income, net of tax — — (73) 34,601 11,250 45,778 Reclassiﬁcation of realised amount — (3,680) — — 3,680 —

At 30 September 2013 — 27,190 2,007 (135,428) (6,824) (113,055)

100

c109953pu070 Proof 5: 29.5.14_22:03 B/L Revision: 0 Operator AllS Consolidated Statements of Cash Flows

Unaudited Unaudited six months to six months to 30 September 30 September 2012 2013 Notes £000 £000 Cash ﬂows from operating activities Loss before tax (29,537) (4,227) Adjustments for non-cash items: Investment property revaluation 7 33,831 8,816 Movement in contracted rental uplift balances 7 (8,971) (8,358) Finance income (14) (12) Finance costs 5 47,133 47,604

Cash ﬂows from operating activities before changes in working capital 42,442 43,823 Changes in working capital: Change in trade and other receivables (16) 18 Change in trade and other payables 1,771 968 Tax paid (218) —

Cash ﬂows from operating activities 43,979 44,809

Investing activities Interest received 12 12

Cash ﬂows from investing activities 12 12

Financing activities Repayment of bank borrowings (2,924) (4,444) Interest paid (40,027) (39,720) Financing fees paid — — Movement in shareholders’ loans 123 (4)

Cash ﬂows from ﬁnancing activities (42,828) (44,168)

Increase in cash and cash equivalents 1,163 653 Cash and cash equivalents at the beginning of the period 23,842 24,581 Effect of exchange rate changes (58) (10)

Cash and cash equivalents at the end of the period 24,947 25,224

101

c109953pu070 Proof 5: 29.5.14_22:03 B/L Revision: 0 Operator AllS Notes to the historical unaudited interim financial statements 1 CORPORATE INFORMATION These consolidated condensed financial statements reflect the financial performance and position of the groups headed up by the Company and P1 Hospital Holdings Limited (together ‘‘the Group’’) for the six months ended 30 September 2012 and 30 September 2013. The Company and P1 Hospital Holdings Limited are both incorporated and domiciled in the United Kingdom. The address of their registered office and principal place of business is Cavendish House, 18 Cavendish Square, London, W1G 0PJ.

2 BASIS OF PREPARATION The financial information contained in these condensed financial statements has been prepared in accordance with IAS 34 ‘‘Interim Financial Reporting’’ as adopted by the European Union, and on a going concern basis. The condensed financial statements for the six months ended 30 September 2012 and 30 September 2013 are unaudited and do not constitute statutory accounts for the purpose of the Companies Act 2006. They should be read in conjunction with the consolidated historical financial information of the Group for the three years ended 31 March 2011, 31 March 2012 and 31 March 2013 as set out in Section B of this Part 6. Except as noted below, the accounting policies and basis of preparation adopted are consistent with those of the consolidated historical financial information of the Group for the three years ended 31 March 2011, 31 March 2012 and 31 March 2013, as set out in note 2 to Section B of this Part 6 and are expected to be consistently applied in the Group’s financial statements for the period ending 31 December 2014. In the six month period to 30 September 2013 the Group has adopted IFRS 13 ‘‘Fair Value Measurement’’. IFRS 13 establishes a single source of guidance under IFRS for all fair value measurements. IFRS 13 does not change when the Group is required to use fair value, but rather provides guidance on how to measure fair value under IFRS when fair value is required or permitted. This has resulted in some minor changes to disclosure in notes 7 and 14 but has had no numerical impact. The preparation of interim financial information requires the Board to make judgements, estimates and assumptions that may affect the application of accounting policies and reported amounts of assets and liabilities at each balance sheet date and the reported amounts of revenues and expenses during each reporting period. Any estimates and assumptions are based on experience and any other factors that are believed to be relevant and reasonable under the circumstances. Actual outcomes may differ from these estimates. In preparing these condensed financial statements, the significant judgements made by the Board in applying the accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated historical financial information of the Group for the three years ended 31 March 2011, 31 March 2012 and 31 March 2013. The Group’s financial performance is not subject to material seasonal fluctuations.

3 OPERATING SEGMENTS AND REVENUES During the six month periods ended 30 September 2013 and 30 September 2012 the Group operated in and was managed as one business segment, being property investment. All revenue arises from the Group’s property activities, with all properties located in the United Kingdom, except for two German leisure assets. The Group’s revenues were derived from the letting of investment properties to the same three tenant groups in each reporting period. All of the Group’s revenues reﬂected in the income statement arose from its UK rental operations, except for the following amounts which arose from its German operations: six months to 30 September 2013: £3,977,000; six months to 30 September 2012: £3,742,000.

4 STAFF COSTS AND DIRECTORS The Group has no employees and no director received any remuneration during either period reported on.

102

c109953pu070 Proof 5: 29.5.14_22:03 B/L Revision: 0 Operator AllS 5 FINANCE COSTS

Unaudited Unaudited six months to six months to 30 September 30 September 2012 2013 £000 £000 Interest on secured bank debt 42,099 41,991 Shareholders’ loans: unwinding of discount (non-cash) 5,034 5,613

Total ﬁnance costs recognised in the income statement 47,133 47,604

Sensitivity to changes in interest rates: There is no significant impact on profit before tax because the floating rate bank borrowings are fully hedged with floating and fixed interest rate swaps. The Group receives interest on certain of its bank balances but a 10 basis point change in LIBOR would have no material effect on amounts received. Movements in LIBOR do however have an impact on the valuation of the Group’s hedging instruments. Increases in LIBOR impact positively on the valuation of effective hedging instruments in other comprehensive income. A 10 basis point increase or decrease in LIBOR would have had the following maximum effects on the Group’s results.

Unaudited Unaudited six months to six months to 30 September 30 September 2012 2013 £000 £000 Effect on other comprehensive income and equity, net of tax 4,499 3,492

103

c109953pu070 Proof 5: 29.5.14_22:03 B/L Revision: 0 Operator AllS 6 TAXATION

Unaudited Unaudited six months to six months to 30 September 30 September 2012 2013 £000 £000 Analysis of tax (credit) / charge in the period Current tax charge – current period — 185 Deferred tax credit (see note 11) (11,919) (15,662)

Total (11,919) (15,477)

The tax credit for each period varies from the standard rate of corporation tax in the UK for the applicable period. The differences are explained below: Loss on ordinary activities before tax (29,537) (4,227)

Loss multiplied by the standard rate of corporation tax in the UK of 23% (2012 – 24%) (7,089) (972) Effects of: Movement in previously unrecognised tax losses (171) 1 Changes in indexation on investment property revaluations 1,725 (1,864) Reduction in UK corporation tax rate (6,384) (12,678) Foreign tax charge for the period — 185 Double taxation relief — (149)

Tax credit for the period (11,919) (15,477)

7 INVESTMENT PROPERTIES

Unaudited Unaudited six months to six months to 30 September 30 September 2012 2013 Freehold investment properties £000 £000 Carrying value as at 1 April 1,422,339 1,437,489 Revaluation movement (33,831) (8,816) Movement in contracted rental uplift balances 8,971 8,358 Foreign exchange movement (3,836) (432)

Carrying value as at 30 September 1,393,643 1,436,599

Fair market value represents the estimated amount that should be received for selling an investment property in an orderly transaction between market participants at the valuation date. The determination of the fair market value of each property requires, to the extent applicable, the use of estimates and assumptions in relation to factors such as future rental income, current market yields and the appropriate discount rate. In addition, to the extent possible, reference is made by the valuer to market evidence of transaction prices for similar properties.

Included within the carrying value of investment properties at 30 September 2013 is £133,885,000 (at 30 September 2012: £115,805,000) in respect of accrued contracted rental uplift income. This balance arises through the IFRS treatment of leases with ﬁxed uplifts, which requires the recognition of rental income on a straight line basis over the lease term, with the difference between this and the cash receipts changing the carrying value of the property against which revaluations are measured.

104

c109953pu070 Proof 5: 29.5.14_22:03 B/L Revision: 0 Operator AllS All of the investment properties are held as security under ﬁxed charges in respect of secured bank borrowings. The property rental income earned by the Group from its investment properties, all of which are leased under operating leases, amounted for the six months to 30 September 2013 to £43,989,000 (six months to 30 September 2012: £42,580,000). Direct operating expenses arising on the investment properties, all of which generated rental income in each reporting period, amounted for the six months to 30 September 2013 to £10,000 (six months to 30 September 2012: £10,000) The Group did not have any contractual obligations to purchase, construct or develop investment property at either balance sheet date. The responsibility for repairs and maintenance resides with the tenants. The historic cost of the Group’s investment properties throughout each reporting period was £1,315,080,000.

8 PRINCIPAL SUBSIDIARIES The companies listed below were the principal subsidiary undertakings of the Combining Companies at the end of each period. All the companies are wholly owned within the Group.

Country of Company name incorporation Nature of business {P1 Hospitals Propco Limited England Intermediate holding company {P1 Ashtead Limited England Property investment {P1 Downs Limited England Property investment {P1 Duchy Limited England Property investment {P1 Euxton Limited England Property investment {P1 Fitzwilliam Limited England Property investment {P1 Fulwood Limited England Property investment {P1 Lisson Limited England Property investment {P1 Midlands Limited England Property investment {P1 Mt Stuart Limited England Property investment {P1 New Hall Limited England Property investment {P1 Oaklands Limited England Property investment {P1 Oaks Limited England Property investment {P1 Pinehill Limited England Property investment {P1 Reading Limited England Property investment {P1 Renacres Limited England Property investment {P1 Rivers Limited England Property investment {P1 Rowley Limited England Property investment {P1 Springﬁeld Limited England Property investment {P1 Winﬁeld Limited England Property investment {P1 Woodland Limited England Property investment {P1 Yorkshire Limited England Property investment {P1 ATH Limited England Property investment {P1 ATP Limited England Property investment {P1 MTL Limited England Property investment {P1 TP Limited England Property investment {P1 WC Limited England Property investment {P1 HP Limited England* Property investment * P1 HP Limited is incorporated in England and owns property in Germany. All the other companies listed above are incorporated and operate in England. { All indirectly owned by the Company.

105

c109953pu070 Proof 5: 29.5.14_22:03 B/L Revision: 0 Operator AllS 9 TRADE AND OTHER RECEIVABLES

Unaudited Unaudited 30 September 30 September 2012 2013 £000 £000 Prepayments and accrued income 18 24

10 CASH AND CASH EQUIVALENTS Included within the Group’s cash balances at 30 September 2013 is £24,772,000 (at 30 September 2012: £22,781,000) of cash in accounts held as ﬁxed security by the providers of the secured bank debt.

11 DEFERRED TAX The movement in deferred tax balances in each period, analysed by the asset or liability giving rise to the balance, were as follows:

Unrealised Derivative gains on Tax losses Share- ﬁnancial investment carried holders’ instruments properties forward loans at fair value Total £000 £000 £000 £000 £000 Balance at 1 April 2012 (138,091) 3,005 (16,420) 54,074 (97,432) Credit to the income statement 9,996 81 1,842 — 11,919 Credit to other comprehensive income — — — 1,132 1,132

Balance at 30 September 2012 (unaudited) (128,095) 3,086 (14,578) 55,206 (84,381)

Balance at 1 April 2013 (133,492) 2,345 (13,362) 50,788 (93,721) Credit / (charge) to the income statement 13,577 (256) 2,341 — 15,662 Charge to other comprehensive income — — — (14,788) (14,788)

Balance at 30 September 2013 (unaudited) (119,915) 2,089 (11,021) 36,000 (92,847)

The following is the analysis of the deferred tax balances (after offset) for ﬁnancial reporting purposes:

Unaudited Unaudited 30 September 30 September 2012 2013 £000 £000 Deferred tax assets 58,292 38,089 Deferred tax liabilities (142,673) (130,936)

(84,381) (92,847)

The Group has not recognised a deferred tax asset in respect of certain non-trade ﬁnancial losses. The relevant losses available for carry forward at 30 September 2013 are £3,665,000 (at 30 September 2012: £3,665,000).

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c109953pu070 Proof 5: 29.5.14_22:03 B/L Revision: 0 Operator AllS 12 TRADE AND OTHER PAYABLES

Unaudited Unaudited 30 September 30 September 2012 2013 £000 £000 Taxation and social security 2,146 2,222 Accruals and deferred income 36,003 36,378

38,149 38,600

13 BORROWINGS

Unaudited Unaudited 30 September 30 September 2012 2013 £000 £000 Amounts falling due within one year Secured bank loans 8,944 11,531

Unaudited Unaudited 30 September 30 September 2012 2013 £000 £000 Amounts falling due after more than one year Secured bank loans 1,162,341 1,156,509 Shareholders’ loans 96,269 107,343

1,258,610 1,263,852

Bank loans There are no scheduled capital repayments, only quarterly repayments from the surplus net rental income. Any balances not settled by quarterly repayments are payable in full at the end of the loan terms in May and July 2017. The bank loans due within one year represent an estimate of amortisation out of surplus net rental income (rental income less certain finance costs and administrative expenses) for the ensuing 12 months. Floating rates of interest are payable. The average interest rate range on all bank loans in the six months to 30 September 2013 was between 1.8 per cent. and 3.6 per cent. (six months to 30 September 2012: 2.0 per cent. – 3.9 per cent.). Interest has been fixed by way of purchases of interest rate hedging products which fix the interest rate payable (inclusive of lenders’ margin) at rates between 6.7 per cent. and 6.9 per cent. until the loan maturity dates. A fee is payable on the final repayment of one of the secured bank loans, which is being accrued for over the term of the loan and is included in the total secured bank loan balance. At 30 September 2013 the accrued fee amounted to £2,734,000 (at 30 September 2012: £1,883,000).

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c109953pu070 Proof 5: 29.5.14_22:03 B/L Revision: 0 Operator AllS The bank loans are secured by charges over the Group’s investment properties and by ﬁxed and ﬂoating charges over the other assets of all the Group companies. There have been no defaults of any loan covenants during the periods presented.

Unaudited Unaudited 30 September 30 September 2012 2013 £000 £000 Analysis of secured bank loans due in more than one year: Between one and two years 11,488 15,198 In more than two years but not more than ﬁve years 1,150,853 1,141,311

Total 1,162,341 1,156,509

The fair value of the secured bank borrowings is considered to be broadly equivalent to their carrying amounts at each balance sheet date.

On issue, in 2007, the loans from shareholders were measured at fair value using an imputed interest rate. The difference between the fair value of the loans on inception and their face values at that date were accounted for as capital contributions.

At each balance sheet date presented above, the total fair value of the shareholders’ loans was not considered to be materially different from their carrying values.

14 DERIVATIVE FINANCIAL INSTRUMENTS The fair values of the Group’s derivative ﬁnancial instruments at each balance sheet date were as follows:

Unaudited Unaudited 30 September 30 September 2012 2013 £000 £000 £618.6m (2012: £622.8m; 2011: £625.3m) 5.063 % amortising swap (117,526) (82,747) £309.6m (2012: £311.4m; 2011: £312.2m) amortising 5.4 % swap (65,541) (46,635) £113.6m (2012: £113.6m; 2011: £113.6m) amortising / accreting 5.4 % swap (24,623) (17,613) £83m (2012: £83m; 2011: £83m) accreting 5.4 % swap (17,986) (12,865) c43.6m (2012: c44m; 2011: c44.2m) accreting 4.4 % swap (6,048) (4,910) c16.3m (2012: c16.3m; 2011: c16.3m) amortising / accreting 4.4 % swap (2,319) (1,900) c11.4m (2012: c11.4m; 2011: c11.4m) accreting 4.4 % swap (1,625) (1,330)

(235,668) (168,000)

All of the above instruments expire between April and July 2017 on dates coterminous with the relevant underlying bank loans.

Unaudited Unaudited 30 September 30 September 2012 2013 £000 £000 Summary: Derivative ﬁnancial liabilities (235,668) (168,000)

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c109953pu070 Proof 5: 29.5.14_22:03 B/L Revision: 0 Operator AllS The derivative contracts have been valued in accordance with IFRS 13 by reference to interbank bid market rates as at the close of business on the last working day prior to each balance sheet date by JC Rathbone Associates Limited, and include the full LIBOR basis spread. All derivative financial instruments are classified as ‘level 2’ as defined in IFRS 13 as their fair value measurements are those derived from inputs other than quoted prices in active markets for identical assets and liabilities, but that are observable either directly or indirectly. The market values of hedging instruments change constantly with interest rate fluctuations, but the cash flow exposure of the Group to movements in interest rates is protected by way of its effective hedges. These valuations do not necessarily reflect the cost or gain to the Group of cancelling its interest rate protection, which is generally a marginally higher cost or smaller gain than a market valuation. The Group uses all of its derivative financial instruments in its hedging relationships. The cash flow hedges consist principally of interest rate swaps that are used to protect against exposures to variability in future interest cash flows on bank loans which bear interest at variable rates. The amounts and timing of future cash flows are projected on the basis of their contractual terms. Gains and losses are initially recognised directly in equity, in the cash flow hedging reserve, and will be transferred to the income statement when the forecast cash flows affect the income statement. Any gains and losses on ineffective derivatives or ineffective portions of derivatives will be recognised immediately in the income statement. There has been no hedge ineffectiveness to recognise in the income statement in the above periods.

15 OPERATING LEASES The Group’s principal assets are investment properties which are leased to third parties under non- cancellable operating leases. The future minimum lease payments receivable under these leases are as follows:

Unaudited Unaudited 30 September 30 September 2012 2013 £000 £000 Within 1 year 88,959 91,752 Between 1 year and 5 years 370,445 382,120 Later than 5 years 2,492,293 2,433,009

2,951,697 2,906,881

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c109953pu070 Proof 5: 29.5.14_22:03 B/L Revision: 0 Operator AllS 16 EARNINGS PER SHARE

Unaudited Unaudited Six months to Six months to 30 September 30 September 2012 2013 £000 £000 Basic (Loss) / proﬁt for the period as per the income statement (17,618) 11,250 Add back: Shareholders’ loans – unwinding discount (note 5) 5,034 5,613 Deduct: Deferred tax included in the income statement in respect of the above (note 11) (1,842) (2,341)

(Loss) / proﬁt attributable to the equity holders of the Combining Companies (14,426) 14,522

Number Number Weighted average number of shares in issue* 159,614,105 159,823,056

Pence per Pence per share share Basic (Loss) / earnings per share of the Combining Companies (9.0)p 9.1p

*It is considered that the use of the actual number of shares of the Combining Companies in issue in each of the above periods as the denominator in the earnings per share calculations would not provide meaningful information. Instead, the weighted average number of shares in issue has been determined based on the number of shares that would have been in issue in each period had the shareholders’ loans been capitalised into shares on the basis of one share for each £1 of shareholders’ loans at the time that they were advanced to the Combining Companies. The (loss)/ profit attributable to the equity holders of the Combining Companies has been adjusted to remove the impact of the amount included in finance costs as a result of the non-interest bearing nature of the shareholders’ loans together with the related deferred tax. As disclosed in note 19, the shareholders’ loans have subsequently been capitalised into shares on the above basis. This method of calculating the (loss)/earnings per share figure for each period is considered to provide more meaningful information. There were no share options or other equity instruments in issue in respect of any of the above years and therefore there are no adjustments to be made for dilutive or potentially dilutive equity arrangements.

17 RELATED PARTY TRANSACTIONS The only related party transactions in each period relate to those associated with the shareholders’ loans. The balances at each balance sheet date are disclosed in note 13. Details of the unwinding of the discount that arose on inception are disclosed in note 5 in respect of each period.

18 CONTROLLING PARTY INFORMATION At each balance sheet date the shares of the Combining Companies were legally owned by Prestbury 1 Nominee Limited and beneﬁcially owned by Prestbury 1 Limited Partnership whose general partner is Prestbury General Partner Limited Partnership. The ultimate parent entity of Prestbury General Partner Limited Partnership is Prestbury Investments LLP.

NM Leslau is the controlling party of Prestbury Investments LLP in respect of the business relating to the Group during and at the end of the reporting periods. Prestbury 1 Limited Partnership prepares consolidated ﬁnancial statements to 31 March each year which are available from the company secretary of its general partner, Cavendish House, 18 Cavendish Square, London W1G 0PJ.

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c109953pu070 Proof 5: 29.5.14_22:03 B/L Revision: 0 Operator AllS 19 EVENTS AFTER THE BALANCE SHEET DATE On 20 May 2014 the non-interest bearing shareholders’ loans set out in note 13 with a face value of £159,823,055 were capitalised in exchange for the issue by the Company of 159,823,055 ordinary shares of 10 pence each at a value of £1 each. The Directors of the Company consider the market value of the loans as at the date of capitalisation to be equal to their face value. Details of the impact of the capitalisation on the net asset value of the Group are set out in Part 4: Unaudited Pro Forma Consolidated EPRA Net Asset Statement of the Admission Document.

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c109953pu070 Proof 5: 29.5.14_22:03 B/L Revision: 0 Operator AllS Part 7: The REIT Regime and UK Taxation

The paragraphs in Section A and B of this Part 7 are intended as a general guide only and are based on the Company’s understanding of current UK tax law and HMRC practice, each of which is subject to change, possibly with retrospective effect. They do not constitute advice.

Section A: Overview of the REIT regime 1 THE UK REIT REGIME The summary of the UK REIT Regime below is intended to be a general guide only and constitutes a high level summary of the Company’s understanding of certain aspects of current UK law and HMRC practice relating to the UK REIT Regime, each of which is subject to change, possibly with retrospective effect. It is not an exhaustive summary of all applicable legislation in relation to the REIT Regime. The UK REIT Regime was introduced by the UK Finance Act 2006 and subsequently re-written into Part 12 of CTA 2010. Investing in property through a UK taxable corporate investment vehicle has the disadvantage that, in comparison to a direct investment in property assets, some categories of shareholder may effectively bear tax twice on the same income: first, indirectly, when the corporate investment vehicle pays direct tax on its profits, and secondly, directly (subject to any available exemption or with the benefit of a tax credit) when the shareholder receives a dividend. UK non-tax paying entities, such as UK pension funds, bear tax indirectly when investing through a taxable closed- ended corporate vehicle that is not a REIT which they would not suffer if they were to invest directly in the property assets. As part of a group UK REIT, UK resident REIT Group members do not pay UK direct taxes on income and capital gains from their Qualifying Property Rental Businesses in the UK and elsewhere (and non-UK resident REIT Group members with a UK Qualifying Property Rental Business do not pay UK direct taxes on income from their UK Qualifying Property Rental Businesses), provided that certain conditions are satisfied. Instead, distributions in respect of the tax-exempt Qualifying Property Rental Businesses are treated for UK tax purposes as UK property income in the hands of shareholders. Section B of this Part 7 contains further detail on the UK tax treatment of shareholders in a REIT. Gains arising in UK resident companies on the disposal of shares in property owning companies may, however, be subject to UK corporation tax. In addition, REIT Group members will remain subject to overseas direct taxes in respect of any property rental business carried on outside the UK, and UK and overseas direct taxes are still payable in respect of any income and gains from the REIT Group’s businesses (generally including any property trading business) not included in the Qualifying Property Rental Business (the ‘‘Residual Business’’). While within the REIT Regime, the Qualifying Property Rental Business is treated as a separate business for corporation tax purposes from the Residual Business and a loss incurred by the Qualifying Property Rental Business cannot be set off against profits of the Residual Business (and vice versa). A dividend paid by the REIT company relating to profits or gains of the Qualifying Property Rental Business of the members of its group is referred to as a PID. Other normal dividends paid by the Company (including dividends relating to the Residual Business) are referred to as Non-PID Dividends. Both PIDs and Non-PID Dividends may be satisfied by stock dividends. Section B of this Part 7 contains further detail on the UK tax treatment of shareholders in a REIT. In this document, references to a company’s accounting period are to its accounting period for UK corporation tax purposes. This period can differ from a company’s accounting period for other purposes.

2 QUALIFICATION AS A REIT A group becomes a group UK REIT by the principal company serving notice on HMRC before the beginning of the ﬁrst accounting period for which it wishes the group members to become a group REIT. In order to qualify as a REIT, the REIT group must satisfy certain conditions set out in the CTA 2010. A non-exhaustive summary of the material conditions is set out below. Broadly, the principal company must satisfy the conditions set out in paragraphs 2.1 to 2.4 and 2.6 below and the REIT Group as a whole must satisfy the conditions set out in paragraph 2.5.

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c109953pu070 Proof 5: 29.5.14_22:03 B/L Revision: 0 Operator AllS 2.1 Company conditions The principal company must be solely UK resident for tax purposes, admitted to trading on a recognised stock exchange and it must not be an open-ended investment company. The principal company’s shares must either be listed on a recognised stock exchange throughout each accounting period or admitted to trading on a recognised stock exchange in each accounting period. There is an additional condition where shares are ‘‘admitted to trading’’ on a recognised stock exchange rather than listed (which would be the case, for example, with an AIM listing) that some shares are traded in each accounting period. This condition is relaxed in the REIT’s initial periods but trading must occur before the end of the third accounting period. The principal company must also not (apart from in circumstances where it is only a close company because it has as a participator an institutional investor as defined in section 528(4A) of CTA 2010) be a ‘‘close company’’ (as defined in section 439 of CTA 2010 as adapted by section 528(5) of the CTA 2010) (the ‘‘close company condition’’). In summary, the close company condition amounts to a requirement that the company cannot be under the control of five or fewer participators, or of participators who are directors (and participators for these purposes is defined in section 454 of the CTA 2010), subject to certain exceptions. The close company condition is relaxed for the REIT group’s first three years.

2.2 Share capital restrictions The principal company must have only one class of ordinary share in issue. The only other shares it may issue are non-voting restricted preference shares, including shares which would be restricted preference shares but for the fact that they carry a right of conversion into shares or securities in the company.

2.3 Borrowing restrictions The principal company must not be party to any loan in respect of which the lender is entitled to interest which exceeds a reasonable commercial return on the consideration lent or where the interest depends to any extent on the results of any of its business or on the value of any of its assets (subject to exceptions). In addition, the amount repayable must either not exceed the amount lent or must be reasonably comparable with the amount generally repayable (in respect of an equal amount lent) under the terms of issue of securities listed on a recognised stock exchange.

2.4 Financial statements The principal company must prepare ﬁnancial statements in accordance with statutory requirements set out in Sections 532 and 533 of CTA 2010 and submit these to HMRC. In particular, the ﬁnancial statements must contain the information about the Qualifying Property Rental Business and the Residual Business separately.

2.5 Conditions for the Qualifying Property Rental Business (including the Balance of Business conditions) The REIT Group must satisfy, amongst other things, the following conditions in respect of each accounting period during which the REIT Group is to be treated as a REIT: * the Qualifying Property Rental Business must throughout the accounting period involve at least three properties; * throughout the accounting period no one property may represent more than 40 per cent. of the total value of the properties involved in the Qualifying Property Rental Business. Assets must be valued in accordance with international accounting standards and at fair value when international accounting standards offers a choice between a cost basis and a fair value basis; * the income profits arising from the Qualifying Property Rental Business must represent at least 75 per cent. of the REIT Group’s total income profits for the accounting period (the ‘‘75 per cent. profits condition’’). Profits for this purpose means profits calculated in accordance with International Accounting Standards, before deduction of tax and excluding, broadly, gains and losses on the disposal of property and gains and losses on the revaluation of properties, and certain exceptional items; and

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c109953pu070 Proof 5: 29.5.14_22:03 B/L Revision: 0 Operator AllS * at the beginning of the accounting period the value of the assets in the Qualifying Property Rental Business must represent at least 75 per cent. of the total value of assets held by the REIT Group (the ‘‘75 per cent. assets condition’’). Cash held on deposit and gilts are included in the value of the assets relating to the Qualifying Property Rental Business for the purpose of meeting this condition. In addition, the Qualifying Property Rental Business does not include any property which is classiﬁed as owner-occupied in accordance with generally accepted accounting practice (subject to certain exceptions).

2.6 Distribution condition The principal company of the REIT (which, for the purposes of this Part 7, will be the Company) will be required (to the extent permitted by law) to distribute to shareholders (by way of cash or stock dividend), on or before the filing date for the principal company’s tax return for the accounting period in question, at least 90 per cent. of the income profits (broadly, calculated using normal UK corporation tax rules) of the UK resident members of the REIT Group in respect of their Qualifying Property Rental Business and of the non-UK resident members of the REIT Group insofar as they are derived from their UK Qualifying Property Rental Business arising in each accounting period (the ‘‘90 per cent. distribution condition’’). Failure to meet this requirement will result in a tax charge calculated by reference to the extent of the failure, although in certain circumstances where the profits of the period are increased from the amount originally shown in the financial statements delivered to HMRC, this charge can be mitigated if an additional dividend is paid within a specified period which brings the amount of profits distributed up to the required level. For the purpose of satisfying the distribution condition, any dividend withheld in order to comply with the 10 per cent. rule (as described below) will be treated as having been paid.

3 INVESTMENT IN OTHER REITS Finance Act 2013 enacted changes to Part 12 of CTA 2010 in order to facilitate investments by REITs in other REITs. The legislation exempts a distribution of proﬁts or gains of the Qualifying Property Rental Business of one REIT to another REIT. The investing REIT is required to distribute 100 per cent. of the distributions to its shareholders. The investment by one REIT in another REIT will effectively be treated as a Qualifying Property Rental Business asset for the purposes of the 75 per cent assets condition.

4 EFFECT OF BECOMING A REIT 4.1 Tax exemption As a REIT, the REIT Group will not pay UK corporation tax on proﬁts and gains from the Qualifying Property Rental Business. Corporation tax will still apply in the normal way in respect of the Residual Business. Corporation tax could also be payable were the shares in a member of the REIT Group to be sold (as opposed to property involved in the Qualifying Property Rental Business). The REIT Group will also continue to pay all other applicable taxes including VAT, stamp duty land tax, stamp duty, PAYE, rates and national insurance contributions in the normal way.

4.2 Dividends When the principal company of a REIT pays a dividend, that dividend will be a PID to the extent necessary to satisfy the 90 per cent. distribution condition. If the dividend exceeds the amount required to satisfy that test, the REIT may determine that all or part of the balance is a Non-PID Dividend to the extent there are any profits of the current or previous years which derive from activities of a kind in respect of which corporation tax is chargeable in relation to income (e.g. profits of the Residual Business) and reserves representing accounting profits in excess of taxable profits, for example, where capital allowances exceed depreciation in an accounting period. Any remaining balance of the dividend (or other distribution) will generally be deemed to be a PID, firstly in respect of the income profits of the Qualifying Property Rental Business for the current year or previous years and secondly, in respect of capital gains which are exempt from tax by virtue of the REIT Regime (in either case distributed as a PID). Any remaining balance will be attributed to other Non-PID distributions.

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c109953pu070 Proof 5: 29.5.14_22:03 B/L Revision: 0 Operator AllS Subject to certain exceptions, PIDs will be subject to withholding tax at the basic rate of income tax (currently 20 per cent.). Further details of the United Kingdom tax treatment of certain categories of shareholder while the Group is in the REIT Regime are contained in Section B of this Part 7. If the REIT Group ceases to be a REIT, dividends paid by the principal company may nevertheless be PIDs to the extent they are paid in respect of proﬁts and gains of the Qualifying Property Rental Business whilst the REIT Group was within the REIT Regime.

4.3 Interest cover ratio A tax charge will arise if, in respect of any accounting period, the REIT Group’s ratio of income profits (before capital allowances) to financing costs (in both cases in respect of its Qualifying Property Rental Business) is less than 1.25:1. The amount (if any) by which the financing costs exceeds the amount of those costs which would cause that ratio to equal 1.25 (subject to a cap of 20 per cent. of the income profits) is chargeable to corporation tax.

4.4 The ‘‘10 per cent rule’’ The principal company of a REIT may become subject to an additional tax charge if it pays a dividend to, or in respect of, a person beneﬁcially entitled, directly or indirectly, to 10 per cent. or more of the principal company’s dividends or share capital or that controls, directly or indirectly, 10 per cent. or more of the voting rights in the principal company. Shareholders should note that this tax charge only applies where a dividend is paid to persons that are companies or are treated as bodies corporate in accordance with the law of an overseas jurisdiction with which the UK has a double taxation agreement, or in accordance with such a double taxation agreement. It does not apply where a nominee has such a 10 per cent. or greater holding unless the persons on whose behalf the nominee holds the shares meets the test in their own right.

This tax charge will not be incurred if the principal company has taken reasonable steps to avoid paying dividends to such a person. HMRC guidance describes certain actions that might be taken to show it has taken such ‘‘reasonable steps’’. One of these actions is to include restrictive provisions in the principal company’s articles of association to address this requirement. The Articles (which are summarised in paragraph 5 of Part 9) are consistent with the provisions described in the HMRC guidance.

4.5 Property development and property trading by a REIT A property development undertaken by a member of the REIT Group can be within the Qualifying Property Rental Business provided certain conditions are met. However, if the costs of the development exceed 30 per cent. of the fair value of the asset at the later of: (a) the date on which the relevant company becomes a member of a REIT, and (b) the date of the acquisition of the development property, and the REIT sells the development property within three years of completion of the development, the property will be treated as never having been part of the Qualifying Property Rental Business for the purposes of calculating any gain arising on disposal of the property. Any gain will be chargeable to corporation tax.

If a member of the REIT Group disposes of a property (whether or not a development property) in the course of a trade, the property will be treated as never having been within the Qualifying Property Rental Business for the purposes of calculating any proﬁt arising on disposal of the property. Any proﬁt will be chargeable to corporation tax.

4.6 Movement of assets in and out of the Qualifying Property Rental Business In general, where an asset owned by a UK resident member of the REIT Group and used for the Qualifying Property Rental Business begins to be used for the Residual Business, there will be a tax exempt market value disposal of the asset. Where an asset owned by a UK resident member of the REIT Group and used for the Residual Business begins to be used for the Qualifying Property Rental Business, this will generally constitute a taxable market value disposal of the asset for UK corporation tax purposes, except for capital allowances purposes.

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c109953pu070 Proof 5: 29.5.14_22:03 B/L Revision: 0 Operator AllS 4.7 Joint ventures The REIT Regime also makes certain provisions for corporate joint ventures. If one or more members of the REIT Group are beneficially entitled, in aggregate, to at least 40 per cent. of the profits available for distribution to equity holders in a joint venture company and at least 40 per cent. of the assets of the joint venture company available to equity holders in the event of a winding up, that joint venture company (or its subsidiaries) is carrying on a Qualifying Property Rental Business which satisfies the 75 per cent. profits condition and the 75 per cent. assets condition (the ‘‘JV company’’) and certain other conditions are satisfied, the principal company may, by giving notice to HMRC, elect for the assets and income of the JV company to be included in the Qualifying Property Rental Business for tax purposes (on a proportionate basis). In such circumstances, the income of the JV company will count towards the 90 per cent. distribution condition and the 75 per cent. profits condition, and its assets will count towards the 75 per cent. assets condition (on a proportionate basis). The REIT Group’s share of the underlying income and gains arising from any interest in a tax transparent vehicle carrying on a Qualifying Property Rental Business, including offshore unit trusts or partnerships, should automatically fall within the REIT tax exemption, and will count towards the 75 per cent. profits and assets conditions, provided the REIT Group is entitled to at least 20 per cent. of the profits and assets of the relevant tax transparent vehicle. The REIT Group’s share of the Property Rental Business profits arising will also count towards the 90 per cent. distribution condition.

4.8 Acquisitions and takeovers If a REIT is taken over by another REIT, the acquired REIT does not necessarily cease to be a REIT and will, provided the conditions are met, continue to enjoy tax exemptions in respect of the profits of its Qualifying Property Rental Business and capital gains on disposal of properties in the Qualifying Property Rental Business. The position is different where a REIT is taken over by an acquiror which is not a REIT. In these circumstances, the acquired REIT is likely in most cases to fail to meet the requirements for being a REIT (unless the acquirer qualifies as an institutional investor under Section 528(4A) CTA 2010 and the REIT’s shares continue to be admitted to trading on a recognised stock exchange and are either listed or traded) and will therefore be treated as leaving the REIT Regime at the end of its accounting period preceding the takeover and ceasing from the end of that accounting period to benefit from tax exemptions on the profits of its Qualifying Property Rental Business and capital gains on disposal of property forming part of its Qualifying Property Rental Business. The properties in the Qualifying Property Rental Business are treated as having been sold and reacquired at market value for the purposes of corporation tax on chargeable gains immediately before the end of the preceding accounting period. These disposals should be tax exempt as they are deemed to have been made at a time when the acquired REIT was still in the REIT Regime and future capital gains on the relevant assets will therefore be calculated by reference to a base cost equivalent to this market value. If the acquired REIT ends its accounting period immediately prior to the takeover becoming unconditional in all respects, dividends paid as PIDs before that date should not be re-characterised retrospectively as normal dividends.

4.9 Certain tax avoidance arrangements If HMRC believes that a member of the REIT Group has been involved in certain tax avoidance arrangements, it may cancel the tax advantage obtained and, in addition, impose a tax charge equal to the amount of the tax advantage. These rules apply to both the Residual Business and the Qualifying Property Rental Business. In addition, if HMRC considers that the circumstances are sufﬁciently serious or if two or more notices in relation to obtaining a tax advantage are issued by HMRC in a ten year period, they may require the REIT Group to exit the REIT Regime.

5 EXIT FROM THE REIT REGIME The principal company of the REIT Group can give notice to HMRC that it wants to leave the REIT Regime at any time. The Board retains the right to decide that the REIT Group should exit the REIT Regime at any time in the future without Shareholder consent if it considers this to be in the best interests of the REIT Group.

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c109953pu070 Proof 5: 29.5.14_22:03 B/L Revision: 0 Operator AllS If the REIT Group (or a member of the REIT Group) voluntarily leaves the REIT Regime within ten years of joining and disposes of any property that was involved in its Qualifying Property Rental Business within two years of leaving, any uplift in the base cost of the property as a result of the deemed disposals on entry into and exit from the REIT Regime (or as a movement from the Qualifying Property Rental Business to the Residual Business) is disregarded in calculating the gain or loss on the disposal. It is important to note that it cannot be guaranteed that the Company or the REIT Group will comply with all of the REIT conditions and that the REIT Regime may cease to apply in some circumstances. HMRC may require the REIT Group to exit the REIT Regime if: * it regards a breach of the conditions relating to the REIT Regime (including in relation to the Qualifying Property Rental Business), or an attempt to obtain a tax advantage, as sufficiently serious; or * the REIT Group or the Company has committed a certain number of breaches of the conditions in a specified period; or * HMRC has given members of the REIT Group two or more notices in relation to the obtaining of a tax advantage within a ten year period of the first notice having been given. In addition, if the conditions for REIT status relating to the share capital of the principal company and the prohibition on entering into loans with abnormal returns are breached or the principal company ceases to be UK resident, becomes dual resident or an open-ended company, or (in certain circumstances) ceases to satisfy the close company condition (as described above) or ceases to be listed or traded, it will automatically lose REIT status. Where the REIT Group automatically loses REIT status or is required by HMRC to leave the REIT Regime within ten years of joining, HMRC has wide powers to direct how it is to be taxed, including in relation to the date on which the REIT Group is treated as exiting the REIT Regime. Shareholders should note that it is possible that the REIT Group could lose its status as a REIT as a result of actions by third parties (for example, in the event of a successful takeover by a company that is not a REIT) or other circumstances outside the REIT Group’s control.

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c109953pu070 Proof 5: 29.5.14_22:03 B/L Revision: 0 Operator AllS Section B: UK Taxation of Shareholders after entry into the REIT regime 1 INTRODUCTION Under the REIT regime, corporate entities with a UK Qualifying Property Rental Business do not pay UK direct taxes on income and capital gains from their Qualifying Property Rental Businesses in the UK and elsewhere (the ‘‘Tax Exempt Business’’) provided that certain conditions are satisfied. Instead, distributions relating to the Tax Exempt Business (as determined by the legislation), and in particular distributions required to meet the minimum distributions requirement under the REIT rules, are treated for UK tax purposes as UK property income in the hands of Shareholders. However, corporation tax is still payable in the normal way in respect of income and gains from the Company’s business (generally including any property trading business) not included in the Tax exempt Business. Dividends relating to this business (as determined by the legislation) are treated for UK tax purposes as normal dividends. A dividend paid by the Company relating to profits or gains of the Tax Exempt Business of the members of the Group is referred to in this section as a Property Income Distribution (‘‘PID’). Any normal dividend paid by the Company out of the profits of the Non Tax exempt Business is referred to as a ‘‘Non-PID Dividend’’. The Company and members of the Group do not expect to pay UK direct taxes on income and chargeable gains from their Qualifying Property Rental Businesses in the UK and elsewhere. A member of the Group owns property in Germany and is subject to tax in Germany in respect of this property. For UK tax purposes any income and capital gains from the German property is exempt from UK tax under the REIT regime. However, the Group does still have a liability to German tax in respect of these assets. The following paragraphs relate only to certain limited aspects of the UK tax treatment of PIDs and Non-PID Dividends paid by the Company, and to disposals of Ordinary Shares in the Company, in each case after the Company becomes a REIT. They apply only to Shareholders who are the absolute beneficial owners of both the Ordinary Shares in and dividends from the Company and hold their Ordinary Shares as investments and, except where otherwise indicated, they apply only to Shareholders who are resident for tax purposes solely in the United Kingdom. They do not apply to Substantial Shareholders, nor do they apply to certain categories of Shareholders, such as dealers in securities or distributions, persons who have or are deemed to have acquired their Ordinary Shares by reason of their or another’s employment, persons who hold their Ordinary Shares by virtue of an interest in any partnership, collective investment schemes, insurance companies, life assurance companies, mutual companies, or Lloyds members. Prospective investors who are in any doubt about their tax position, or who are subject to tax in a jurisdiction other than the United Kingdom, should consult their own appropriate independent professional adviser without delay, particularly concerning their tax liabilities on PIDs, whether they are entitled to claim any repayment of tax, and, if so, the procedure for doing so.

2 UK TAXATION OF PIDS 2.1 UK taxation of Shareholders who are individuals Subject to certain exceptions, a PID will generally be treated in the hands of Shareholders who are individuals as the profit of a single UK property business (as defined in section 264 of the Income Tax (Trading and Other Income) Act 2005). A PID is, together with any PID from any other company to which Part 12 of CTA 2010 applies, treated as a separate UK property business from any other UK property business (a ‘‘different UK property business’’) carried on by the relevant Shareholder. This means that any surplus expenses from a Shareholder’s different UK property business cannot be offset against a PID as part of a single calculation of the profits of the Shareholder’s UK property business. No dividend tax credit will be available in respect of PIDs. However, a tax credit will be available in respect of the basic rate tax withheld by the Company (where required) on the PID. Please see also paragraph 2.4 (Withholding tax).

2.2 UK taxation of corporate Shareholders Subject to certain exceptions, a PID will generally be treated in the hands of Shareholders who are within the charge to corporation tax as proﬁt of a property business (as deﬁned in Part 4 of Corporation Tax Act 2009 (‘‘Part 4 property business’’). A PID is, together with any PID from any other company to which Part 12 of CTA 2010 applies, treated as a separate

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c109953pu070 Proof 5: 29.5.14_22:03 B/L Revision: 0 Operator AllS Part 4 property business from any other Part 4 property business (a ‘‘different Part 4 property business’’) carried on by the relevant Shareholder. This means that any surplus expenses from a Shareholder’s different Part 4 property business cannot be offset against a PID as part of a single calculation of the Shareholder’s Part 4 property business proﬁts. Please see also paragraph 2.4 (Withholding tax).

2.3 UK taxation of Shareholders who are not resident for tax purposes in the UK Where a Shareholder who is resident for tax purposes outside the UK receives a PID, the PID will generally be chargeable to UK income tax as proﬁt of a UK property business and this tax will generally be collected by way of a withholding under SI 2006/2867. Under section 548(7) of CTA 2010, this income is expressly not non-resident landlord income per the purposes of regulations under section 971 of the Income Tax Act 2007 Please see also paragraph 2.4 (Withholding tax).

2.4 Withholding tax 2.4.1 General Subject to certain exceptions summarised at paragraph 2.4.4, the Company is required to withhold income tax at source at the basic rate (currently 20 per cent.) from its PIDs (whether paid in cash or in the form of a stock dividend). The Company will provide Shareholders with a certificate setting out the gross amount of the PID, the amount of tax withheld, and the net amount of the PID. 2.4.2 Shareholders solely resident in the UK Where tax has been withheld at source, Shareholders who are individuals may, depending on their particular circumstances, be liable to further tax on their PID at their applicable marginal rate, incur no further liability on their PID, or be entitled to claim repayment of some or all of the tax withheld on their PID. Shareholders who are corporates will generally be liable to pay corporation tax on their PID (see paragraph 2.2 above) and if (exceptionally) income tax is withheld at source, the tax withheld can be set against their liability to corporation tax or income tax which they are required to withhold in the accounting period in which the PID is received. 2.4.3 Shareholders who are not resident for tax purposes in the UK It is not possible for a Shareholder to make a claim under a double taxation treaty for a PID to be paid by the Company gross or at a reduced rate. The right of a Shareholder to claim repayment of any part of the tax withheld from a PID will depend on the existence and terms of any double tax treaty between the UK and the country in which the Shareholder is resident. 2.4.4 Exceptions to requirement to withhold income tax Prospective investors should note that in certain circumstances the Company is not required to withhold income tax at source from a PID. These include where the Company reasonably believes that the person beneficially entitled to the PID is a company resident for tax purposes in the UK, or a charity or a company resident for tax purposes outside the UK with a permanent establishment in the UK which is required to bring the PID into account in computing its chargeable profits. They also include where the Company reasonably believes that the PID is paid to the scheme administrator of a registered pension scheme, the sub- scheme administrator of certain pension sub-schemes, the account manager of an Individual Savings Account (ISA), the plan manager of a Personal Equity Plan (PEP), or the account provider for a Child Trust Fund, in each case, provided the Company reasonably believes that the PID will be applied for the purposes of the relevant fund, scheme, account or plan. In order to pay a PID without withholding tax, the Company will need to be satisfied that the Shareholder concerned is entitled to that treatment. For that purpose the Company will require such Shareholders to submit a valid claim form (copies of which may be obtained on request from the Company’s Registrars or the registered office of the Company). Shareholders should note that the Company may seek recovery from Shareholders if the statements made in their claim form are incorrect and the Company suffers tax as a result. The Company will, in some circumstances, suffer tax if its reasonable belief as to the status of the Shareholder turns out to have been mistaken.

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c109953pu070 Proof 5: 29.5.14_22:03 B/L Revision: 0 Operator AllS 3 UK TAXATION OF NON-PID DIVIDENDS Non-PID Dividends paid by the Company will be taxed in the same way as dividends paid by a Company which has not elected for REIT status, whether in the hands of individual or corporate Shareholders and regardless of whether the Shareholder is resident for tax purposes in the UK. The Company will not be required to withhold tax at source when paying a Non-PID Dividend.

3.1 UK resident Shareholders An individual Shareholder who is resident in the UK (for tax purposes) and who receives a Non-PID Dividend from the Company will generally be entitled to a tax credit which such Shareholder may set off against his total income tax liability on the dividend. The tax credit will be equal to ten per cent. of the aggregate of the Non-PID Dividend and the tax credit (the ‘‘gross dividend’’), which is also equal to one-ninth of the cash dividend received. A UK resident individual Shareholder who is liable to income tax at the basic rate will be subject to tax on the dividend at the rate of ten per cent. of the gross dividend, so that the tax credit will satisfy in full such Shareholder’s liability to income tax on the Non-PID Dividend. A UK resident individual Shareholder who is liable to income tax at the higher rate will be liable to tax on the gross dividend at the rate of 32.5 per cent. The gross dividend will be regarded as the top slice of the Shareholder’s income. After taking into account the 10 per cent. tax credit, a higher rate tax payer will have to account for additional tax equal to 22.5 per cent. of the gross dividend (which is also equal to 25 per cent. of the net cash dividend received). Any shareholder subject to tax at the additional rate will be liable to tax on the gross dividend at the rate of 37.5 per cent. (which is equal to approximately 30.56 per cent. of the net cash dividend received). It will not be possible for UK resident Shareholders to claim repayment of the tax credit in respect of Non-PID Dividends. Shareholders who are within the charge to UK corporation tax will be subject to corporation tax on Non-PID Dividends paid by the Company, unless the Non-PID Dividends fall within an exempt class and certain other conditions are met. Whether an exempt class applies and whether the other conditions are met will depend on the circumstances of the particular Shareholder, although it is expected that the Non-PID Dividends paid by the Company would normally be exempt. Such Shareholders will not be able to claim repayment of tax credits attaching to Non-PID Dividends.

3.2 Non-UK resident Shareholders Non-UK resident Shareholders holding their shares directly will not be liable to UK income tax on Non-PID Dividends received from the Company. The right of a Shareholder, who is not resident for tax purposes in the UK, to a tax credit in respect of a Non-PID Dividend received from the Company and to claim payment of any part of that tax credit will depend on the existing terms of any double taxation convention between the UK and the country in which the holder is resident. Shareholders who are not solely resident in the UK should consult their own tax adviser concerning their tax liabilities on dividends received, whether they are entitled to claim any part of that tax credit and, if so, the procedure for doing so.

4 UK TAXATION OF CHARGEABLE GAINS, STAMP DUTY AND STAMP DUTY RESERVE TAX IN RESPECT OF ORDINARY SHARES IN THE COMPANY

4.1 UK taxation of chargeable gains For the purpose of UK tax on chargeable gains, the amount paid by a Shareholder for Ordinary Shares will constitute the base cost of his holding. If a Shareholder disposes of all or some of his Ordinary Shares, a liability to tax on chargeable gains may arise. This will depend on the base cost which can be allocated against the proceeds, the Shareholder’s circumstances and any reliefs to which they are entitled. In the case of corporate Shareholders, indexation allowance will apply to the amount paid for the shares. The current rate of tax is up to 28 per cent. for individuals, trustees and personal representatives and up to 21 per cent. for corporate Shareholders (from 1 April 2014). Shareholders who are not resident in the UK for tax purposes may not, depending on their personal circumstances, be

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c109953pu070 Proof 5: 29.5.14_22:03 B/L Revision: 0 Operator AllS liable to UK taxation on chargeable gains arising from the sale or other disposal of their Ordinary Shares (unless they carry on a trade, profession or vocation in the UK through a branch or agency with which their Ordinary Shares are connected). Individual Shareholders who are temporarily not, or are through a permanent establishment, UK resident may be liable to UK capital gains tax on chargeable gains realised on their return to the UK. Shareholders who are resident for tax purposes outside the UK may be subject to foreign taxation on capital gains depending on their circumstances.

4.2 UK stamp duty and UK stamp duty reserve tax (‘‘SDRT’’) The statements in this section are intended as a general guide to the current UK stamp duty and SDRT position for shares listed on AIM and not listed on any other market. There is no UK stamp duty or SDRT on the issue or transfer of shares admitted to trading on a recognised growth market, providing they are not listed on any other market. HMRC has conﬁrmed that AIM is a recognised growth market for the purposes of this exemption. Therefore as long as AIM remains a recognised growth market and the shares in the Company are not listed on any other market, there should be no UK stamp duty or stamp duty reserve tax (‘SDRT’) on the issue or transfer of shares in the Company.

5 TAX REPORTING REGULATIONS In response to a perceived threat of tax evasion from US taxpayers who fail to disclose offshore investments and assets to the US taxing authorities, the United States enacted legislation, known as the ‘Foreign Account Tax Compliance Act’ (FATCA) which requires non-US financial institutions to identify, monitor and report in respect of, US persons who are so called ‘‘account holders’’ in the financial institutions. Over 40 jurisdictions (including the UK) have now entered into Inter-governmental Agreements (IGAs) with the US. IGAs introduce FATCA type regulations and reporting requirements in respect of US persons into the domestic law of those jurisdictions. In addition, the UK has entered into International Tax Compliance Agreements (ITCAs) with ten Crown Dependencies and Overseas Territories, which require financial institutions to identify, monitor and report in respect of UK tax residents. The FATCA, IGA and ITCA regulations are effective from 30 June 2014. The Company is expected to be a ‘‘reporting financial institution’’, as defined in the applicable IGA and ITCAs and as a result it will be required to comply with the client identification and reporting requirements which arise under these agreements. As a reporting financial institution the Company would be required to obtain information from its account holders (in effect, although not necessarily limited to, its shareholders) regarding their potential status as either US account holders or tax residents in the Isle of Man, Jersey, Guernsey or Gibraltar and to comply with the due diligence, verification and reporting procedures. The UK IGA and the ITCAs provide that equity interests which meet the conditions for interests regularly traded on an established securities market, which includes AIM, are not reportable interests for the purpose of the IGA or ITCAs. The Directors intend to take appropriate advice regarding the status of the underlying subsidiaries of the Company and any obligations of the subsidiaries of the Company under the FATCA, IGA and ITCA regulations. A draft Common Reporting Standard (the CRS) has been issued for consultation by the OECD. The purpose of the CRS is to establish multi-lateral information reporting, or in effect, automatic exchange of information, on a global basis. Any CRS framework will not be implemented before 2016 and the Company may be required to report in respect of all investors under the terms of the CRS. The Board will continue to monitor progress of the standards in order to ensure compliance as appropriate.

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c109953pu070 Proof 5: 29.5.14_22:03 B/L Revision: 0 Operator AllS Part 8: Details of the Placing

1 THE PLACING The Company will issue 8,620,689 Placing Shares under the Placing at the Placing Price. The Placing Shares will rank pari passu in all respects with the Existing Shares, including the right to vote and the right to receive all dividends and distributions declared, paid or made on the Company’s share capital after Admission. The Shares will, immediately following Admission, be freely transferable under the Articles. The Placing Shares represent approximately 5 per cent. of the Enlarged Issued Share Capital. Immediately following Admission, it is expected that approximately 24 per cent. of the Company’s issued ordinary share capital will be held in public hands. The Placing Shares have been conditionally placed with institutional and other investors. Certain restrictions that apply to the distribution of this document and the Shares being issued under the Placing in certain jurisdictions are described in paragraph 6 of this Part 8: Details of the Placing.

2 AMOUNT AND USE OF PROCEEDS The gross proceeds of the Placing based on the Placing Price are expected to be £15 million. The net proceeds to the Company of the Placing based on the Placing Price (after deduction of expenses estimated in total to be approximately £3.3 million) are expected to be approximately £11.7 million. The Directors intend to use the net proceeds of the Placing for general corporate purposes including the operational expenses of the business. It is expected that the proceeds of the Placing due to the Company will be received by it on or soon after Admission.

3 PLACING AGREEMENT The Company, Oriel Securities, the Directors and Prestbury have entered into the Placing Agreement pursuant to which Oriel Securities has agreed, subject to certain conditions, to use its reasonable endeavours to procure subscribers for the Placing Shares. Under the Placing, the Placing Shares are being offered to institutional and other investors. No Placing Shares have been sold or are available in whole or in part to the public in the UK or elsewhere in connection with the Placing. The Placing is not being underwritten. Oriel Securities has conditionally placed all of the Placing Shares at the Placing Price with institutional and other investors. Under the Placing Agreement and subject to its becoming unconditional the Company has agreed to pay Oriel Securities commissions aggregating 1.75 per cent. of the value at the Placing Price of the Placing Shares issued to placees introduced to the Company by Oriel Securities (excluding, for the avoidance of doubt, shares issued to the Directors of the Company, the partners in Prestbury 1 LP and any of their respective associates) in addition to corporate finance fees together with any applicable VAT. The Company will pay certain other costs and expenses (including any applicable VAT) of, or incidental to, the Placing including all fees and expenses payable in connection with Admission, expenses of the Registrars, printing and advertising expenses, postage and all other legal, accounting and other professional fees and expenses. The Placing Agreement contains provisions entitling Oriel Securities to terminate the Placing (and the arrangements associated with it) at any time prior to Admission in certain circumstances. These include the occurrence of certain changes in financial, political or economic conditions (as more fully set out in the Placing Agreement), upon the occurrence of certain events, such as the suspension or limitation of trading on the London Stock Exchange or certain other stock exchanges, or upon the occurrence of a material adverse change in the condition (financial, operational or otherwise) or in the earnings, business affairs or prospects of the business of the Company, the Group or Prestbury and upon certain other conditions. If this right is exercised, the Placing and these arrangements will lapse and any monies received in respect of the Placing will be returned to prospective investors without interest. If the Placing Agreement does not become unconditional or is terminated in accordance with its terms prior to Admission, the Placing will not proceed, each investor’s rights and obligations will cease, no claims will be capable of being made by any investor in respect of the Placing and any

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c109953pu070 Proof 5: 29.5.14_22:03 B/L Revision: 0 Operator AllS payments made by the investor will be returned as soon as possible thereafter without interest. Without prejudice to the foregoing, the Company and Oriel Securities expressly reserve the right to determine, at any time prior to Admission, not to proceed with the Placing. If such right is exercised, the Placing will lapse and any monies already received in respect of the Placing will be returned to investors without interest.

4 ADMISSION TO TRADING AND DEALING ARRANGEMENTS The Placing of the Placing Shares is subject to the satisfaction of certain conditions contained in the Placing Agreement including: (a) the accuracy of the warranties given by the Company, the Directors and Prestbury under the Placing Agreement, including in relation to the business, the preparation of the financial information and legal compliance of the Company, in relation to the Placing Shares and in relation to the contents of this document, (b) no material adverse change having occurred, (c) the receipt by Oriel Securities of officers’ certificates and legal opinions, (d) Admission occurring and becoming effective by 8:00 am (London time) on 5 June 2014 or such later date as may be determined in accordance with such agreement and (e) Oriel Securities not being entitled to give notice to terminate the Placing Agreement. Certain conditions are related to events which are outside the Group’s control and the control of the Directors and Oriel Securities. Application has been made for the Shares to be admitted to trading on AIM. It is expected that Admission will become effective and dealings in the Shares will commence on AIM at 8.00 am (London time) on 5 June 2014. These dates and times may be changed. The ISIN number and SEDOL code for the Placing Shares are GB00BLMQ9L68 and BLMQ9L6, respectively. Payment for Placing Shares will be made through CREST or through Oriel Securities, in any such case in accordance with settlement instructions notified to placees by Oriel Securities. In the case of those subscribers not using CREST, monies received by Oriel Securities will be held in a segregated client account pending settlement. To the extent that any placing commitment is rejected in whole or in part, any monies received will be returned without interest at the risk of the placee.

5 CREST CREST is a paperless settlement procedure operated by Euroclear enabling securities to be evidenced otherwise than by a certiﬁcate and transferred otherwise than by written instrument. Upon Admission, the Articles will permit the holding of Shares under the CREST system. The Company will apply for the Shares to be admitted to CREST with effect from Admission. Accordingly, settlement of transactions in Shares following Admission may take place within the CREST system if any Shareholder so wishes.

6 SELLING RESTRICTIONS/SECURITIES LAW This document does not constitute, and may not be used for the purposes of, an offer or an invitation to subscribe for Shares by any person in any jurisdiction: (i) in which such offer or invitation is not authorised; (ii) in which the person making such offer or invitation is not qualiﬁed to do so; or (iii) to any person to whom it is unlawful to make such offer or invitation. The distribution of this document and the offering of the Shares in certain jurisdictions may be restricted. Accordingly, persons outside the UK into whose possession this document comes are required by the Company and Oriel Securities to inform themselves about and to observe any restrictions as to the offer or sale of Shares and the distribution of this document under the laws and regulations of any territory in connection with any applications for Shares, including obtaining any requisite governmental or other consent and observing any other formality prescribed in such territory. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The relevant clearances have not been and will not be, obtained from the securities commission of any province or territory of Canada, Australia, the Republic of South Africa or Japan and they may not, subject to certain exceptions, be offered or sold directly or indirectly in, into or within Canada, Australia, the Republic of South Africa or Japan or to any national, citizen or resident of Canada, Australia, the Republic of South Africa or Japan. This document does not constitute an offer to purchase, subscribe for, sell or issue shares, or the solicitation of an offer to purchase or subscribe for Shares in any jurisdiction in which such offer or solicitation is unlawful.

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c109953pu070 Proof 5: 29.5.14_22:03 B/L Revision: 0 Operator AllS Unless otherwise agreed by the Board, the Placing Shares have only been offered for subscription to potential investors who are in the United Kingdom. The Shares may not be reoffered, re-sold, pledged or otherwise transferred except as permitted by the Articles and as provided in this document.

Notice to all prospective purchasers of Shares The Shares have not been and will not be registered under the Securities Act or the applicable securities laws and regulations of any state of the United States and, may not be offered or sold in the United States or to or for the account or benefit of US Persons. The Shares will only be offered to non-US Persons outside the United States in reliance on Regulation S. Each purchaser of the Shares will be deemed to have represented and agreed as follows (terms used in this paragraph that are defined in Regulation S are used in this document as defined in Regulation S under the Securities Act): * the purchaser is not a US Person and it is, at the time of the offer to it of Shares and at the time the buy order originated, outside the United States for the purposes of Regulation S; * the purchaser acknowledges that the Shares have not been, and will not be, registered under the Securities Act and that the Shares are being offered only outside the United States in reliance on Regulation S to non-US persons; * the purchaser acknowledges and agrees that the Shares may not be resold in the United States or to a US Person; and * the Company and Oriel Securities, their affiliates and others, will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements. In addition, until 40 days after commencement of the Placing, any offer or sale of the Shares within the United States by a dealer (whether or not participating in the Placing) may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than in accordance with an exemption from registration under the Securities Act.

7 MONEY LAUNDERING Pursuant to anti-money laundering laws and regulations with which the Company and Oriel Securities must comply in the UK, the Company and its agents, Prestbury, Oriel Securities and Gallium may require evidence in connection with any application for Shares, including further identification of the applicant(s) before any Shares are issued. The Company and its agents, Prestbury, Gallium and Oriel Securities reserve the right to request such information as is necessary to verify the identity of the prospective Shareholder and (if any) the underlying prospective beneficial owner of the Shares. In the event of delay or failure by the prospective Shareholder to produce any information required for verification purposes, the Directors, in consultation with Oriel Securities, may refuse to accept a subscription for Shares.

8 SUBSCRIBER WARRANTIES Each subscriber of Shares in the Placing has represented, warranted, acknowledged and agreed to certain customary representations, warranties, acknowledgments and agreements set out in its placing letter. The Company and Oriel Securities, and their respective directors, ofﬁcers, agents, employees, advisers and others, will rely upon the truth and accuracy of such representations, warranties, acknowledgments and agreements. If any of the representations, warranties, acknowledgments or agreements made by the investor are no longer accurate or have not been complied with, the investor will immediately notify the Company and Oriel Securities.

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c109953pu070 Proof 5: 29.5.14_22:03 B/L Revision: 0 Operator AllS Part 9: Additional Information

1 RESPONSIBILITY The Company and the Directors, whose names appear on page 8 of this document, accept full responsibility for the information contained in this document. To the best of the knowledge and belief of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect its import.

2 INCORPORATION AND STATUS OF THE COMPANY 2.1 The Company was incorporated and registered in England and Wales on 24 January 2007 under the Act with registered number 06064259 as a private company limited by shares with the name Newincco 653 Limited. It changed its name to Prestbury 1 Nine Limited on 13 February 2007 and to P1 Theme Park Holdings Limited on 31 August 2007. The Company was re-registered as a public company limited by shares with the name Secure Income REIT Plc on 27 May 2014.

2.2 The principal legislation under which the Company operates is the Act.

2.3 The registered and head ofﬁce of the Company is at Cavendish House, 18 Cavendish Square, London W1G 0PJ. The telephone number of the Company’s registered ofﬁce is +44 (0) 20 7647 7647.

2.4 The address of the Company’s website which discloses the information required by Rule 26 of the AIM Rules for Companies is www.SecureIncomeREIT.co.uk.

3 PRESTBURY 3.1 Prestbury was established in England & Wales on 28 June 2006 with registered number OC320632 under the Limited Liability Partnerships Act 2000 (the ‘‘LLP Act’’) as a limited liability partnership named Prestbury Manager LLP and, on 7 May 2009, changed its name to Prestbury Investments LLP. The principal legislation under which Prestbury operates is the LLP Act. Prestbury’s registered ofﬁce and principal place of business is Cavendish House, 18 Cavendish Square, London W1G 0PJ. The telephone number of Prestbury’s registered ofﬁce is +44(0) 20 7647 7647.

3.2 Aside from its relationship with the Company, Prestbury’s sole other business activity since incorporation has been its operation as property adviser to Prestbury 1 LP and Max Property Group Plc. The general partner of Prestbury 1 LP is controlled by Prestbury.

4 SHARE CAPITAL OF THE COMPANY 4.1 As at 30 May 2014 the issued share capital of the Company is:

Nominal Class of shares value Issued(i) £ number Ordinary Shares £0.10 15,982,306.50 159,823,065

(i) All shares are fully paid

4.2 The issued share capital of the Company immediately following Admission will be:

Nominal Class of shares value Issued(i) £ number Ordinary Shares £0.10 16,844,375.40 168,443,754

(i) All shares are fully paid

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c109953pu080 Proof 5: 29.5.14_22:04 B/L Revision: 0 Operator AllS 4.3 Since incorporation there have been the following changes to the Company’s share capital:

Total number of Shares in issue 24 January 2007 As at incorporation 1 ordinary share of £1 16 April 2014 1 ordinary share of £1 subdivided into 10 ordinary shares of £0.10 10 ordinary shares of £0.10 each each 20 May 2014 77,914,338 ordinary shares of £0.10 each 77,914,348 ordinary shares of issued at a value of £1 each pursuant to the £0.10 each capitalisation of a loan owing from Prestbury 1 LP to the Company 21 May 2014 81,908,717 ordinary shares of £0.10 each 159,823,065 ordinary shares issued in consideration for the acquisition of of £0.10 each the entire issued share capital of Hospital Holdings 23 May 2014 81,908,717 B shares of £0.90 each issued 159,823,065 ordinary shares pursuant to the capitalisation of the of £0.10 each and 81,908,717 Company’s merger reserve arising as a B shares of £0.90 each result of its acquisition of Hospital Holdings 23 May 2014 Cancellation of the B shares and the 159,823,065 ordinary shares amount standing to the credit of the share of £0.10 each premium account of the Company

4.4 By a resolution passed on 27 May 2014 it was resolved, amongst other things: (a) that in addition to all existing authorities under section 551 of the Act the directors be generally and unconditionally authorised in accordance with section 551 of the Act to allot: (i) shares in the Company up to a maximum aggregate nominal amount of £862,068.90 in connection with the Placing, such authority to expire at the conclusion of the next annual general meeting of the Company; (ii) otherwise that pursuant to (i), equity securities of the Company (within the meaning of section 560 of the Act) up to a maximum aggregate nominal amount of £16,844,375.40, such authority to expire on 27 May 2019, but so that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities pursuant to such an offer or agreement as if this authority had not expired; and in addition (iii) equity securities of the Company (within the meaning of section 560 of the Act) in connection with an offer of such securities by way of a rights issue (as deﬁned in the paragraph below) up to an aggregate nominal amount of £16,844,375.40, such authority to expire on 27 May 2019, but so that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities pursuant to such an offer or agreement as if this authority had not expired; (b) that the directors be empowered, pursuant to section 570 of the Act, to allot equity securities (within the meaning of section 560) of the Act) for cash pursuant to the authority conferred by paragraph 4.4(a) 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) pursuant to the Placing; (ii) pursuant to the terms of the Commitment Agreement; (iii) in connection with an offer of such securities by way of a Rights Issue; and

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c109953pu080 Proof 5: 29.5.14_22:04 B/L Revision: 0 Operator AllS (iv) otherwise than pursuant to paragraphs 4.4(i) to 4.4(iii) above up to an aggregate nominal amount of £5,615,320.90, and shall expire on 27 May 2019, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of any such offer or agreement as if this power had not expired. ‘‘Rights Issue’’ means an offer of equity securities to holders of ordinary shares in the capital of the Company on the register on a record date fixed by the directors in proportion as nearly as may be to the respective numbers of ordinary shares held by them, but subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with any treasury shares, fractional entitlements or legal or practical issues arising under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory or any other matter. and (c) that the Company be authorised to make market purchases of up to 25,266,563 Ordinary Shares, provided that: (i) the minimum price, exclusive of any expenses, which may be paid for an Ordinary Share is £0.10; (ii) the maximum price, exclusive of any expenses, which may be paid for each Ordinary Share is an amount equal to the higher of: (a) 105 per cent of the average of the middle market quotations for an Ordinary Share, as derived from the London Stock Exchange Daily Official List, for the five business days immediately preceding the day on which the Ordinary Share is purchased; and (b) the amount stipulated by Article 5(1) of the Buy-back and Stabilisation Regulation 2003; and (iii) the authority expires on 27 November 2015, or if earlier, at the conclusion of the next annual general meeting of the Company (except in relation to the purchase of Ordinary Shares the contract for which was concluded before the expiry of this authority and which will or may be executed wholly or partly after such expiry). (d) to adopt new articles of association. 4.5 Other than the issue of Placing Shares pursuant to the Placing, the Company has no present intention to issue any new shares in the share capital of the Company, save in relation to its obligations under the Investment Advisory Agreement to issues shares in satisfaction of performance fees, should the conditions for their issue be met (please refer to paragraph 11.7 of this Part 9 for further details), and under the terms of the Commitment Agreement by which a total of 54 shares will be issued to existing investors between Admission and 10 July 2016 (please refer to paragraph 11.9 of this Part 9 for further details). 4.6 The Company does not have in issue any securities not representing share capital. 4.7 No shares of the Company are currently in issue with a fixed date on which entitlement to a dividend arises and there are no arrangements in force whereby future dividends are waived or agreed to be waived. 4.8 Save as disclosed in this paragraph 4, there has been no issue of share or loan capital of the Company or any other member of the Group (other than intra-group issues by wholly owned subsidiaries) in the three years immediately preceding the date of this document and (other than pursuant to the Placing, pursuant to the Commitment Agreement or in satisfaction of the performance fee payable to Prestbury under the Investment Advisory Agreement) no such issues are proposed. 4.9 No commissions, discounts, brokerages or other special terms have been granted by the Company or any other member of the Group in connection with the issue or sale of any share or loan capital of the Company or any other member of the Group in the three years immediately preceding the date of this document. 4.10 None of the Shares have been sold or are available in whole or in part to the public in conjunction with the application for the Shares to be admitted to AIM.

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c109953pu080 Proof 5: 29.5.14_22:04 B/L Revision: 0 Operator AllS 4.11 The Shares will be in registered form. No temporary documents of title will be issued and prior to the issue of definitive certificates, transfers will be certified against the register. It is expected that definitive share certificates for the Shares not to be held through CREST will be posted to allottees in the week commencing 16 June 2014. Shares to be held through CREST will be credited to CREST accounts on Admission.

5 ARTICLES OF ASSOCIATION The Articles contain provisions, inter alia, to the following effect:

5.1 Voting rights Subject to the rights or restrictions referred to in paragraph 5.2 and subject to any special rights or restrictions as to voting for the time being attached to any shares, on a show of hands (i) every member who (being an individual) is present in person or (being a corporation) is present by a duly authorised representative shall have one vote; and (ii) every proxy appointed by a member shall have one vote save that every proxy appointed by one or more members to vote for the resolution and by one or more other members to vote against the resolution, has one vote for and one vote against.

5.2 Restrictions on voting A member of the Company is not entitled, either in person or by proxy, in respect of any share held by him, to be present at any general meeting of the Company unless all amounts payable by him in respect of that share have been paid. A member of the Company shall not, if the directors determine, be entitled to attend general meetings and vote or to exercise rights of membership if he or another person appearing to be interested in the relevant shares has failed to comply with a notice given under section 793 of the Act within 14 days. The restrictions will continue for the period speciﬁed by the board provided that such period shall end not later than seven days after the earliest of (i) due compliance to the satisfaction of the board with the section 793 notice; or (ii) receipt by the Company of notice that the shareholding has been sold to a third party pursuant to an arm’s length transfer.

5.3 Dividends The Company may, by ordinary resolution, declare a dividend to be paid to the members, according to their respective rights and interests in the profit. The directors may pay such interim dividends as appear to the board to be justified by the financial position of the Company. No dividends payable in respect of an Ordinary Share shall bear interest. The directors may, if authorised by an ordinary resolution, offer the holders of Shares the right to elect to receive further Shares, credited as fully paid instead of cash in respect of all or part of a dividend (a ‘‘scrip dividend’’). The directors may, pursuant to the provisions of the Articles relating to disclosure of interests, withhold dividends or other sums payable in respect of shares which are the subject of a notice under section 793 of the Act and which represent 0.25 per cent. or more in nominal value of the issued shares of their class and in respect of which the required information has not been received by the Company within 14 days of that notice and the member holding those shares may not elect, in the case of a scrip dividend, to receive shares instead of that dividend. The Company or its directors may fix a date as the record date for a dividend provided that the date may be before, on or after the date on which the dividend, distribution, allotment or issue is declared. A dividend unclaimed for a period of 12 years from the date when it became due for payment shall be forfeited and cease to remain owing by the Company.

5.4 Return of capital If the Company is wound up, the liquidator may, with the sanction of a special resolution and any other sanction required by law, divide among the members in specie the whole or any part of the assets of the Company and may, for that purpose, value any assets and determine how the division shall be carried out as between the members or different classes of members. The liquidator may with the same sanction, vest the whole or any part of the

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c109953pu080 Proof 5: 29.5.14_22:04 B/L Revision: 0 Operator AllS assets in trustees on trusts for the beneﬁt of the members as the liquidator, with the same sanction, thinks ﬁt but no member shall be compelled to accept any assets on which there is any liability.

5.5 Variation of rights All or any of the rights attaching to a class of shares in the Company may be varied with the written consent of the holders of not less than three-fourths in nominal value of the issued shares of the class (excluding any shares of the class held as treasury shares), or with the sanction of a special resolution passed at a separate general meeting of the holders of the relevant class. The quorum for the separate general meeting shall be two persons holding, or represented by proxy, not less than one-third in nominal value of the issued shares of the relevant class (excluding any shares of the class held as treasury shares).

5.6 Transfer of shares Subject to the restriction set out in this paragraph, any member may transfer all or any of his shares in any manner which is permitted by the Statutes (as defined in the Articles) or in any other manner approved by the board. A transfer of a certificated share shall be in writing in the usual common form or in any other form permitted by the Statutes or approved by the board. The transferor is deemed to remain the holder of the shares concerned until the name of the transferee is entered in the register of members in respect of those shares. All transfers of uncertificated shares shall be made by means of the relevant system or in any other manner which is permitted by the Statutes and is from time to time approved by the board. The directors have a discretion to refuse to register a transfer of a certificated share which is not fully paid (provided that this does not prevent dealings in the shares from taking place on an open and proper basis). The directors may also decline to register a transfer of shares in certificated form unless (i) the instrument of transfer is deposited at the office of the Company or such other place as the board may appoint, accompanied by the certificate for the shares to which it relates if it has been issued and such other evidence as the board may reasonably require to show the right of the transferor to make the transfer; (ii) the instrument of transfer is in respect of only one class of share as in favour of no more than four transferees. The directors may, pursuant to the provisions of the Articles relating to disclosure of interests, decline to register a transfer in respect of shares which are the subject of a notice under section 793 of the Act and which represent at least 0.25 per cent. of the issued shares of their class, and in respect of which the required information has not been received by the Company within 14 days after service of the notice. Save as aforesaid, the Articles contain no restrictions as to the free transferability of fully paid shares.

5.7 Alteration of capital and purchase of own shares The Company may alter its share capital in accordance with the provisions in any manner permitted by the Statutes.

5.8 General meetings 5.8.1 Annual general meetings The board shall convene and the Company shall hold annual general meetings in accordance with the requirements of the Act. 5.8.2 Convening of general meetings All meetings other than annual general meetings shall be called general meetings. The board may convene a general meeting whenever it thinks ﬁt. A general meeting shall also be convened by the board on the requisition of members pursuant to the provisions of the Statutes or, in default, may be convened by such requisitions, as provided by the Act. The board shall comply with the provisions of the Statutes regarding the giving and the circulation, on the requisition of members, of notices of resolutions and of statements with respect to matters relating to any resolution to be proposed or business to be dealt with at any general meeting of the Company.

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c109953pu080 Proof 5: 29.5.14_22:04 B/L Revision: 0 Operator AllS 5.8.3 Orderly conduct of meetings The board may both prior to and during any general meeting make any arrangements and impose any restrictions which it considers appropriate to ensure the security and/or the orderly conduct of any such general meeting, including, without limitation, arranging for any person attending any such meeting to be searched, for items of personal property which may be taken into any such meeting to be restricted and for any person (whether or not a member of the Company) who refuses to comply with any such arrangements or restrictions to be refused entry to or excluded from any such meeting. 5.8.4 Notice of general meetings Subject to the provisions of the Statutes, an annual general meeting and all other general meetings of the Company shall be called by at least such minimum period of notice as is prescribed under the Statutes for the type of meeting concerned. The notice shall specify the place, day and time of the meeting and the general nature of the business to be transacted. Notice of every general meeting shall be given to all members other than any who, under the provisions of the Articles or the terms of issue of the shares which they hold, are not entitled to receive such notices from the Company, and also to the auditors (or, if more than one, each of them) and to each director. Every notice of meeting shall state with reasonable prominence that a member entitled to attend, speak and vote at the meeting may appoint one or more proxies to attend, speak and vote at that meeting instead of him and that a proxy need not be a member of the Company. 5.8.5 Quorum No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business, but the absence of a quorum shall not preclude the choice or appointment of a chairman of the meeting which shall not be treated as part of the business of the meeting. Except as otherwise provided by the Articles two persons entitled to attend and to vote on the business to be transacted, each being a member present in person or by proxy or a duly authorised representative of a corporation which is a member shall be a quorum. If within five minutes (or such longer time not exceeding one hour as the chairman of the meeting may decide to wait) from the time appointed for the commencement of the general meeting a quorum is not present, or if during the meeting, a quorum ceases to be present, the meeting, if convened by or on the requisition of members, shall be dissolved. In any other case, it shall stand adjourned to such other day, time and place as the chairman may, subject to the Statutes, determine. If at an adjourned meeting a quorum is not present within 15 minutes from the time fixed for holding the meeting or if during the meeting a quorum ceases to be present, the adjourned meeting shall be dissolved. 5.8.6 Chairman At each general meeting, the chairman of the board or, if he is absent or unwilling, the deputy chairman shall preside as chairman at every general meeting. If there is no chairman or deputy chairman, or if at any meeting neither the chairman nor the deputy chairman is present within five minutes after the time appointed for the commencement of the meeting, or if neither the chairman nor the deputy chairman is willing to act as chairman, the directors present shall choose one of their number to act, or if one director only is present he shall preside as chairman of the meeting if willing to act. If no director is present, or if each of the directors present declines to take the chair, the persons present and entitled to vote shall appoint one of their number to be chairman of the meeting. 5.8.7 Directors entitled to attend and speak Each director shall be entitled to attend and speak at any general meeting of the Company and at any separate general meeting of the holders of any class of shares of the Company. 5.8.8 Adjournment With the consent of any meeting at which a quorum is present the chairman of the meeting may (and if so directed by the meeting shall) adjourn the meeting either sine die or to another time or place.

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c109953pu080 Proof 5: 29.5.14_22:04 B/L Revision: 0 Operator AllS In addition, the chairman of the meeting may at any time without the consent of the meeting adjourn the meeting (whether or not it has commenced or a quorum is present) either sine die or to another time or place if, in his opinion, it would facilitate the conduct of the business of the meeting to do so, notwithstanding that by reason of such adjournment some members may be unable to be present at the adjourned meeting. 5.8.9 Method of voting and demand for poll At a general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless (before or immediately after the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded by: (a) the chairman of the meeting; or (b) a majority of directors present at the meeting; or (c) not less than five members present in person or by proxy having the right to vote on the resolution; or (d) a member or members present in person or by proxy representing in aggregate not less than 10 per cent. of the total voting rights of all the members having the right to vote on the resolution (excluding any voting rights attached to any shares in the Company held as treasury shares); or (e) a member or members present in person or by proxy holding shares conferring the right to vote on the resolution on which an aggregate sum has been paid up equal to not less than 10 per cent. of the total sum paid up on all the shares conferring that right (excluding any shares in the Company conferring a right to vote at the meeting which are held as treasury shares), and a demand for a poll by a person as proxy for a member shall be as valid as if the demand were made by the member himself. 5.8.10 Taking a poll If a poll is demanded (and the demand is not withdrawn), it shall be taken at such time (either at the meeting at which the poll is demanded or within 30 days after the meeting), at such place and in such manner as the chairman of the meeting shall direct and he may appoint scrutineers (who need not be members). 5.8.11 Proxies A proxy need not be a member of the Company and a member may appoint more than one proxy in relation to a meeting to attend and to speak and to vote on the same occasion provided that each proxy is appointed to exercise the rights attached to a different share or shares held by a member. 5.8.12 Form of proxy An appointment of a proxy shall be in writing in: (a) hard copy in any usual form or in any other form which the board may approve, signed by the appointor, or his agent duly authorised in writing, or, if the appointor is a corporation, shall either be executed under its common seal or be signed by some agent or officer authorised to sign it; or (b) electronic form. 5.8.13 Deposit of proxy The appointment of a proxy shall: (a) in the case of an appointment in hard copy form, be delivered personally or by post to the office or such other place within the UK as may be specified by or on behalf of the Company for that purpose in the notice convening the meeting or in any form of proxy sent by or on behalf of the Company in relation to the meeting, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting; (b) in the case of an appointment in electronic form, be received at an address specified (or is deemed by a provision in the Act to have been specified) by or on behalf of the Company for the purpose of receiving documents or information in electronic form in, or by way of note to, the notice convening the meeting or in any form of proxy sent by or on behalf of the Company in relation to the meeting or in any invitation to appoint a

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c109953pu080 Proof 5: 29.5.14_22:04 B/L Revision: 0 Operator AllS proxy issued by or on behalf of the Company in relation to the meeting or on a website that is maintained by or on behalf of the Company and identifies the Company, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting; (c) in the case of a poll which is taken more than 48 hours after it is demanded, be delivered or received as aforesaid not less than 24 hours before the time appointed for the taking of the poll; or (d) in the case of a poll which is not taken at the meeting at which it is demanded but is taken not more than 48 hours after it was demanded, be delivered in hard copy form at the meeting at which the poll was demanded to the chairman or to the secretary or to any director. The board may at its discretion determine that in calculating the periods mentioned above, no account shall be taken of any part of a day that is not a working day as defined in the Statutes. Where proxies are sent by electronic means but because of a technical problem cannot be read, the proxies in question are not invalidated. In relation to any shares which are held in uncertificated form, the board may from time to time permit appointments of a proxy to be made by electronic means in the form of an Uncertificated Proxy Instruction. An appointment of a proxy relating to more than one meeting (including any adjournment thereof) having once been so received for the purposes of any meeting shall not require to be received again for the purposes of any subsequent meeting to which it relates. 5.8.14 Notice of revocation of proxy Notice of the revocation of the appointment of a proxy may be given in any lawful manner which complies with the regulations (if any) made by the directors to govern the revocation of a proxy.

5.9 Directors 5.9.1 Number Unless otherwise determined by ordinary resolution of the Company, the directors (other than alternate directors) shall not be less than two and there shall be no maximum number of directors. 5.9.2 Appointment of directors Subject to the provisions of the Articles, any person who is willing to act to be a director, either to fill a vacancy or as an additional director may be appointed by: (a) the Company by ordinary resolution; or (b) the board, but so that the total number of directors shall not at any time exceed any maximum number fixed by or in accordance with these Articles. Any director so appointed shall retire at the next annual general meeting and shall then be eligible for re-appointment. No person (other than a director retiring in accordance with the Articles) shall be appointed or re-appointed a director at any general meeting unless: (a) he is recommended by the board; or (b) not less than seven nor more than 42 clear days before the date appointed for the meeting notice in writing by a member qualified to vote at the meeting (other than the person to be proposed) has been given to the Company of the intention to propose that person for appointment or re-appointment together with confirmation in writing by that person of his willingness to be appointed or re-appointed and the particulars which would, if he were so appointed or re-appointed, be required to be included in the Company’s register of directors. 5.9.3 Remuneration The directors (other than any director who for the time being holds an executive office of employment with the Company or a subsidiary of the Company) shall be paid out of the funds of the Company by way of remuneration for their services as determined by the directors. The aggregate of the fees shall not exceed £300,000 per annum (or such larger

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c109953pu080 Proof 5: 29.5.14_22:04 B/L Revision: 0 Operator AllS sum as the Company may, by ordinary resolution determine). Any fee shall be distinct from any remuneration or other amounts payable to a director under other provisions of the Articles and shall accrue from day to day. The directors may be paid all travelling, hotel and other expenses properly incurred in and about the discharge of their duties as directors including expenses incurred in travelling to and from meetings of the board, committee meetings, general meetings and separate meetings of the holders of any class of securities of the Company. 5.9.4 Retirement of directors by rotation (a) At every annual general meeting any director: (i) who has been appointed by the board since the previous annual general meeting; (ii) who held office at the time of the two preceding annual general meetings and who did not retire at either of them; or (iii) who has held office with the Company, other than employment or executive office, for a continuous period of nine years or more at the date of the meeting, shall retire from office and may offer himself for re-appointment by the members. (b) The names of the directors to retire by rotation shall be stated in the notice of the annual general meeting or in any document accompanying the notice. The directors to retire on each occasion (both as to number or identity) shall be determined by the composition of the board on the day which is 14 days prior to the date of the notice convening the annual general meeting and no directors shall be required to retire or be relieved from retiring by reason of any change in the number or identity of the directors after that time but before the close of the meeting. 5.9.5 Position of retiring directors A director who retires at an annual general meeting (whether by rotation or otherwise) may, if willing to continue to act, be re-appointed. If he is re-appointed he is treated as continuing in office throughout. If he is not re-appointed, he shall retain office until the end of the meeting or (if earlier) when a resolution is passed to appoint someone in his place or when a resolution to re-appoint the director is put to the meeting and lost. 5.9.6 Removal of Directors The Company may by ordinary resolution, of which special notice has been given in accordance with the Statutes, remove any director before his period of office has expired notwithstanding anything in the Articles or in any agreement between him and the Company. 5.9.7 Vacation of office of Director Without prejudice to the provisions of the Articles for retirement or removal, the office of a director shall be vacated: (a) if he ceases to be a director by virtue of any provision of the Statutes or is removed from office pursuant to these Articles; (b) if he is prohibited by law from being a director; (c) if he becomes bankrupt or he makes any arrangement or composition with his creditors generally; (d) if a registered medical practitioner who is treating that person gives a written opinion to the Company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months; (e) if for more than six months he is absent (whether or not an alternate director attends in his place), without special leave of absence from the board, from meetings of the board held during that period and the board resolves that his office be vacated; or (f) if he serves on the Company notice of his wish to resign, in which event he shall vacate office on the service of that notice on the Company or at such later time as is specified in the notice. 5.9.8 Executive Directors The board or any committee authorised by the board may from time to time appoint one or more directors to hold any employment or executive office with the Company and on such terms as the board determine.

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c109953pu080 Proof 5: 29.5.14_22:04 B/L Revision: 0 Operator AllS A director appointed to any executive ofﬁce or employment shall automatically cease to hold that ofﬁce if he ceases to be a director.

5.9.9 Power to appoint alternate Directors Each director may appoint another director or any other person who is willing to act as his alternate and may remove him from that ofﬁce. The appointment as an alternate director of any person who is not himself a director shall be subject to the approval of a majority of the directors or a resolution of the board. An alternate director shall have the same designation as his appointer for the purpose of determining his status as an independent director or a non-independent director, as the case may be. An alternate director shall be entitled to receive notice of all meetings of the board and of all meetings of committees of which the director appointing him is a member, to attend and vote at any such meeting at which the director appointing him is not personally present and at the meeting to exercise and discharge all the functions, powers and duties of his appointor as a director and for the purposes of the proceedings at the meeting the provisions of the Articles shall apply as if he were a director. Every person acting as an alternate director shall have one vote for each director for whom he acts as alternate, in addition to his own vote if he is also a director, but he shall count as only one for the purpose of determining whether a quorum is present.

5.9.10 Quorum and voting requirements (a) A director shall not vote on (or be counted in the quorum) in relation to any resolution of the board concerning his own appointment (including fixing or varying its terms), or the termination of his own appointment, as the holder of any office or place of profit with the Company or any other company in which the Company is interested but, where proposals are under consideration concerning the appointment (including fixing or varying its terms), or the termination of the appointment, of two or more directors to offices or places of profit with the Company or any other company in which the Company is interested, those proposals may be divided and a separate resolution may be put in relation to each director and in that case each of the directors concerned (if not otherwise debarred from voting under this Article) shall be entitled to vote (and be counted in the quorum) in respect of each resolution unless it concerns his own appointment or the termination of his own appointment. (b) A director shall not be entitled to vote on a resolution (or attend or count in the quorum at those parts of a meeting regarding such resolution) relating to a transaction or arrangement with the Company in which he is interested, save: (i) where the other directors resolve that the director concerned should be entitled to do so in circumstances where they are satisfied that the director’s interest cannot reasonably be regarded as likely to give rise to a conflict of interest; or (ii) where his interest arises solely by reason of his also having a direct or indirect interest in the shares of the Company; or (iii) in any of the following circumstances: (A) the giving of any guarantee, security or indemnity in respect of money lent or obligations incurred by the director or by any other person at the request of or for the benefit of the Company or any of its subsidiary undertakings; (B) the giving of any guarantee, security or indemnity in respect of a debt or obligation of the Company or any of its subsidiary undertakings for which the director has himself assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security; (C) the giving to him of any other indemnity, where all other directors are also being offered indemnities on substantially the same terms; (D) the funding by the Company of his expenditure on defending proceedings or the doing by the Company of anything to enable him to avoid incurring such expenditure where all other directors are being offered substantially the same arrangements;

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c109953pu080 Proof 5: 29.5.14_22:04 B/L Revision: 0 Operator AllS (E) any contract concerning an offer of shares, debentures or other securities of or by the Company or any of its subsidiary undertakings for subscription or purchase in which offer the director is or may be entitled to participate as a holder of securities or he is or is to be interested as a participant in the underwriting or sub-underwriting thereof; (F) any contract in which the director is interested by virtue of his interest in shares, debentures or other securities of the Company or otherwise in or through the Company; (G) any contract concerning any other company in which the director is interested, directly or indirectly and whether as an officer, shareholder, creditor or otherwise, unless the company is one in which he has a relevant interest; (H) any contract relating to an arrangement for the benefit of the employees of the Company or any of its subsidiary undertakings which does not award him any privilege or benefit not generally awarded to the employees to whom such arrangement relates; (I) any contract concerning the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme which relates both to directors and employees of the Company and/or of any of its subsidiary undertakings and does not provide in respect of any director as such any privilege or advantage not accorded to the employees to which the fund or scheme relates; (J) any contract concerning the adoption, modification or operation of a pension fund, superannuation or similar scheme or retirement, death, or disability benefits scheme or employees’ share scheme which relates both to directors and employees of the Company or any of its subsidiary undertakings and does not provide in respect of any director as such any privilege or advantage not accorded to employees to which the fund or scheme relates; and (K) any contract concerning the purchase or maintenance of insurance against any liability, for the benefit of persons including directors. (c) A company shall be deemed to be one in which a director has a relevant interest if and so long as he (together with persons connected with him within the meaning of sections 252 to 255 of CA2006) to his knowledge holds an interest in shares (as determined pursuant to sections 820 to 825 of CA2006) representing 1 per cent. or more of any class of the equity share capital of that company (calculated exclusive of any shares of that class in that company held as treasury shares) or of the voting rights available to members of that company or if he can cause 1 per cent. or more of those voting rights to be exercised at his direction; and (d) Where a company in which a director has a relevant interest is interested in a contract, he shall also be deemed interested in that contract. 5.9.11 Other conflicts of interest (a) If a director is in any way, directly or indirectly, interested in a proposed contract with the Company or a contract that has been entered into by the Company, he must declare the nature and extent of that interest to the directors in accordance with the Statutes. (b) Provided he has declared his interest in accordance with Article 5.9.11(a), a director may: (i) be party to, or otherwise interested in, any contract with the Company or in which the Company has a direct or indirect interest; (ii) hold any other office or place of profit with the Company (except that of auditor) in conjunction with his office of director for such period and upon such terms, including as to remuneration, as the board may decide, either in addition to or in lieu of any remuneration under any other provision of these Articles;

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c109953pu080 Proof 5: 29.5.14_22:04 B/L Revision: 0 Operator AllS (iii) act by himself or through a firm with which he is associated in a professional capacity for the Company or any other company in which the Company may be interested (otherwise than as auditor); (iv) be or become a director or other officer of, or employed by or otherwise be interested in any holding company or subsidiary company of the Company or any other company in which the Company may be interested; and (v) be or become a director of any other company in which the Company does not have an interest and which cannot reasonably be regarded as giving rise to a conflict of interest at the time of his appointment as a director of that other company. 5.9.12 Conflicts of interest requiring board authorisation (a) A ‘‘conflict of interest’’ means, in relation to any person, an interest or duty which that person has which directly or indirectly conflicts or may conflict with the interests of the Company or the duties owed by that person to the Company but excludes a conflict of interest arising in relation to a transaction or arrangement with the Company (to which the provisions of Article 5.9.11 apply). (b) The board may, subject to the quorum and voting requirements set out in this Article, authorise any matter which would otherwise involve a director breaching his duty under the Statutes to avoid conflicts of interest (‘‘Conflicts’’). (c) A director seeking authorisation in respect of a Conflict shall declare to the board the nature and extent of his interest in a Conflict as soon as is reasonably practicable. The director shall provide the board with such details of the relevant matter as are necessary for the board to decide how to address the Conflict together with such additional information as may be requested by the board. (d) Any director (including the relevant director) may propose that the relevant director be authorised in relation to any matter the subject of a Conflict. Such proposal and any authority given by the board shall be effected in the same way that any other matter may be proposed to and resolved upon by the board under the provisions of these Articles save that: (i) the relevant director and any other director with a similar interest shall not count towards the quorum nor vote on any resolution giving such authority; and (ii) the relevant director and any other director with a similar interest may, if the other members of the board so decide, be excluded from any board meeting while the Conflict is under consideration. (e) Where the board gives authority in relation to a Conflict, or where any of the situations described in this Article applies in relation to a director (a ‘‘Relevant Situation’’): (i) the board may (whether at the relevant time or subsequently) (i) require that the relevant director is excluded from the receipt of information, the participation in discussion and/or the making of decisions (whether at meetings of the board or otherwise) related to the Conflict or Relevant Situation; and (ii) impose upon the relevant director such other terms for the purpose of dealing with the Conflict or Relevant Situation as it may determine; (ii) the relevant director will be obliged to conduct himself in accordance with any terms imposed by the board in relation to the Conflict or Relevant Situation; (iii) the board may provide that where the relevant director obtains (otherwise than through his position as a director of the Company) information that is confidential to a third party, the director will not be obliged to disclose that information to the Company, or to use or apply the information in relation to the Company’s affairs, where to do so would amount to a breach of that confidence; (iv) the terms of the authority shall be recorded in writing (but the authority shall be effective whether or not the terms are so recorded); and (v) the board may revoke or vary such authority at any time but this will not affect anything done by the relevant director prior to such revocation in accordance with the terms of such authority.

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c109953pu080 Proof 5: 29.5.14_22:04 B/L Revision: 0 Operator AllS (f) The directors may authorise a matter which may give rise to a Conflict on the part of a person who is proposed to be appointed as a director to the board and any authorisation of such matter by the directors shall promptly be communicated to such person and shall apply to him on his appointment as a director. (g) A director shall not be regarded as having a Conflict by reason of his also being a director of or holding any other position with another Group Company and the director shall not be in breach of any duty to the Company by reason of his disclosure of any information to the other Group Company or by anything done by the other Group Company including the exploitation of any property, information or opportunity following any such disclosure to it by the director. The directors may resolve that a specified company shall no longer be treated as a Group Company for the purposes of this Article. (h) Save as otherwise resolved by the directors, a director shall not be regarded as having a Conflict by reason of his also having a direct or indirect interest in the shares of the Company. 5.9.13 Benefits Subject to the provisions of the Statutes a director shall not be disqualified by his office from entering into any contract with the Company, either with regard to his tenure of any office or position in the management, administration or conduct of the business of the Company or as vendor, purchaser or otherwise. Subject to the interest of the director being duly declared, a contract entered into by or on behalf of the Company in which any director is in any way interested shall not be liable to be avoided; nor shall any director so interested be liable to account to the Company for any benefit resulting from the contract by reason of the director holding that office or of the fiduciary relationship established by his holding that office. 5.9.14 Powers of the board The business of the Company shall be managed by the board which may exercise all the powers of the Company, subject to the provisions of the Statutes and, the Articles. No alteration of the Articles shall invalidate any prior act of the board which would have been valid if the alteration had not been made. 5.9.15 Borrowing powers Subject to the provisions of the Statutes and the Articles, the board may exercise all the powers of the Company to borrow money and to mortgage or charge all or any part of the Company’s undertaking, property, assets (present and future) and uncalled capital and to issue debentures and other securities and to give security either outright or as collateral security for any debt, liability or obligation of the Company or of any third party. 5.9.16 Indemnity of officers Subject to the provisions of and so far as may be permitted by and consistent with the Statutes each current or former director or other officer (other than an auditor) of the Company or any Associated Company may be indemnified out of the assets of the Company against: (a) any liability incurred by or attaching to him in connection with any negligence, default, breach of duty or breach of trust in relation to the Company other than in the case of a current or former director: (i) any liability to the Company or any Associated Company; and (ii) any liability of the kind referred to in section 234(3) of the Act; (b) any liability incurred by or attaching to him in connection with the activities of the Company or any Associated Company in its capacity as a trustee of an occupational pension scheme (as defined in section 235(6) of the Act) other than a liability of the kind referred to in section 235(3) of the Act; and (c) any other liability incurred by or attaching to him in the actual or purported execution and/or discharge of his duties and/or the exercise or purported exercise of his powers. For the purpose of this Article, references to ‘‘liability’’ shall include all costs and expenses incurred by the current or former director or other officer (other than an auditor) in relation thereto.

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c109953pu080 Proof 5: 29.5.14_22:04 B/L Revision: 0 Operator AllS Subject to the provisions of and so far as may be permitted by the Statutes, the board may exercise all the powers of the Company to: (a) provide any current or former director or other officer (other than an auditor) of the Company with funds to meet expenditure incurred or to be incurred by him in defending any criminal or civil proceedings in connection with any alleged negligence, default, breach of duty or breach of trust by him in relation to the Company or an Associated Company, or in connection with any application for relief under the provisions mentioned in section 205(5) of the Act; and (b) do anything to enable any such person to avoid incurring expenditure, but so that the terms set out in section 205(2) of the Act shall apply to any such provision of funds or other things so done. For the purpose of this Article references to ‘‘director’’ in section 205(2) of the Act shall be deemed to include references to a former director or other officer (other than an auditor) of the Company. The board may purchase and maintain for or for the benefit of any person who holds or has at any time held a relevant office (as defined in the Articles), insurance against any liability or expense incurred by him in relation to the Company or any Associated Company or any third party in respect of any act or omission in the actual or purported discharge of his duties or otherwise in connection with holding his office.

5.9.17 Delegation to individual Directors The board may entrust to and confer upon any director any of its powers, authorities and discretions (with power to sub-delegate) on such terms and conditions as it thinks ﬁt and may revoke or vary all or any of them, but no person dealing in good faith shall be affected by any revocation or variation. The power to delegate contained in this Article shall be effective in relation to the powers, authorities and discretions of the board generally and shall not be limited by the fact that in certain Articles, but not in others, express reference is made to particular powers, authorities or discretions being exercised by the board or by a committee authorised by the board.

5.9.18 Committees The board may delegate any of its powers, authorities and discretions (with power to sub- delegate) including without prejudice to the generality of the foregoing all powers, authorities and discretions whose exercise involves or may involve the payment of remuneration to, or the conferring of any other beneﬁt on, all or any of the directors to any committee consisting of such person or persons (whether directors or not) as it thinks ﬁt, provided that the majority of the members of the committee are directors and that no meeting of the committee shall be quorate for the purpose of exercising any of its powers, authorities or discretions unless a majority of those present are directors.

5.9.19 Board meetings The board may meet for the despatch of business, adjourn and otherwise regulate its meetings as it thinks ﬁt.

5.9.20 Notice of board meetings Notice of a board meeting shall be deemed to be properly given to a director if it is given to him personally or by word of mouth or sent in hard copy form to him at his last known address or any other address given by him to the Company for this purpose or sent in electronic form to him at an address given by him to the Company for this purpose.

5.9.21 Quorum The quorum necessary for the transaction of the business of the board may be ﬁxed by the board and, unless so ﬁxed at any other number, shall be two. Save as set out in the Articles, no meeting of the directors shall be quorate unless a majority of directors are Independent Directors. Subject to the provisions of the Articles, any director who ceases to be a director at a board meeting may continue to be present and to act as a director and be counted in the quorum until the termination of the board meeting if no other director objects and if otherwise a quorum of directors would not be present.

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c109953pu080 Proof 5: 29.5.14_22:04 B/L Revision: 0 Operator AllS 5.9.22 Voting Questions arising at any meeting shall be determined by a majority of votes. In the case of an equality of votes the chairman of the meeting shall have a second or casting vote, unless he is not, in accordance with the Articles, to be counted as participating in the decision- making process for quorum, voting or agreement purposes. 5.9.23 Telephone and video conference meetings A meeting of the board may consist of a conference between directors some or all of whom are in different places provided that each director who participates is able: (a) to hear each of the other participating directors addressing the meeting; and (b) if he wishes, to address all of the other participating directors simultaneously, whether by conference telephone or by video conference or by any other form of communications equipment (whether in use when the Articles are adopted or developed subsequently) or by a combination of any such methods. A meeting held in this way is deemed to take place at the place where the largest group of participating directors is assembled or, if no such group is readily identiﬁable, at the place from where the chairman of the meeting participates. 5.9.24 Resolutions in writing Any director may propose a directors’ written resolution and the secretary must propose a written resolution if a director so requests. A resolution in writing signed by all of the directors for the time being entitled to notice of a meeting of the board, to attend such meeting and to vote on such resolution shall be as valid and effective as if it had been passed at a meeting of the board duly called and constituted. The resolution may be contained in one document or in several documents in like form, each signed or approved by one or more of the directors concerned.

5.10 Real estate investment trust For the purposes of this paragraph 5.10 only, the following words and expressions shall bear the following meanings: ‘‘Distribution’’ means any dividend or other distribution on or in respect of the shares of the Company and references to a Distribution being paid include a distribution not involving a cash payment being made; ‘‘Distribution Transfer’’ means a disposal or transfer (however effected) by a Person of his rights to a Distribution from the Company such that he is not beneficially entitled (directly or indirectly) to such a Distribution and no Person who is so entitled subsequent to such disposal or transfer (whether the immediate transferee or not) is (whether as a result of the transfer or not) a Substantial Shareholder; ‘‘Distribution Transfer Certificate’’ means a certificate in such form as the Directors may specify from time to time to the effect that the relevant Person has made a Distribution Transfer, which certificate may be required by the Directors to satisfy them that a Substantial Shareholder is not beneficially entitled (directly or indirectly) to a Distribution; ‘‘Excess Charge’’ means, in relation to a Distribution which is paid or payable to a Person, all tax or other amounts which the Directors consider may become payable by the Company or any other member of the Group under section 551 of the CTA 2010 (as such section may be modified, supplemented or replaced from time to time) and any interest, penalties, fines or surcharge attributable to such tax as a result of such Distribution being paid to or in respect of that Person; ‘‘Group’’ means the Company and the other companies in its group for the purposes of section 606 of the CTA 2010 (as such section may be modified, supplemented or replaced from time to time); ‘‘interest in the Company’’ includes, without limitation, an interest in a Distribution made or to be made by the Company; ‘‘Person’’ means a natural person, corporation, partnership or other entity or organisation of any kind incorporated or unincorporated;

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c109953pu080 Proof 5: 29.5.14_22:04 B/L Revision: 0 Operator AllS ‘‘Relevant Registered Shareholder’’ means a Shareholder who holds all or some of the shares in the Company that comprise a Substantial Shareholding (whether or not a Substantial Shareholder); ‘‘Reporting Obligation’’ means any obligation from time to time of the Company to provide information or reports to HMRC as a result of or in connection with the Company’s status as a UK REIT; ‘‘Substantial Shareholding’’ means the shares in the Company in relation to which or by virtue of which (in whole or in part) a Person is a Substantial Shareholder; and ‘‘Substantial Shareholder’’ means any Person whose interest in the Company, whether legal or beneficial, direct or indirect, may cause any member of the Group to be liable to pay tax under section 551 of the CTA 2010 (as such section may be modified, supplemented or replaced from time to time) on or in connection with the making of a Distribution to or in respect of such Person including, at the date of adoption of the Articles, any holder of excessive rights as defined in section 553 of the CTA 2010. 5.10.1 Notification of Substantial Shareholder and other status (a) Each Shareholder and any other relevant Person shall serve notice in writing on the Company at the registered office on: (i) him becoming a Substantial Shareholder or him being a Substantial Shareholder (together with the percentage of voting rights, share capital or dividends he controls or is beneficially entitled to, details of the identity of the Shareholder(s) who hold(s) the relevant Substantial Shareholding and such other information, certificates or declarations as the Directors may require from time to time); (ii) him becoming a Relevant Registered Shareholder or being a Relevant Registered Shareholder on the date the Articles come into effect (together with such details of the relevant Substantial Shareholder and such other information, certificates or declarations as the Directors may require from time to time); and (iii) any change to the particulars contained in any such notice, including on the relevant Person ceasing to be a Substantial Shareholder or a Relevant Registered Shareholder. (b) Any such notice shall be delivered by the end of the second Business Day after the day on which the Person becomes a Substantial Shareholder or a Relevant Registered Shareholder (or the date the Articles come into effect, as the case may be) of the change in relevant particulars or within such shorter or longer period as the Directors may specify from time to time. (c) The Directors may at any time give notice in writing to any Person requiring him, within such period as may be specified in the notice (being seven days from the date of service of the notice or such shorter or longer period as the Directors may specify in the notice), to deliver to the Company such information, certificates and declarations as the Directors may require to establish whether or not he is a Substantial Shareholder or a Relevant Registered Shareholder or to comply with any Reporting Obligation. Each such Person shall deliver such information, certificates and declarations within the period specified in such notice. 5.10.2 Distributions in respect of Substantial Shareholdings (a) In respect of any Distribution, the Directors may, if the Directors determine that the condition set out in paragraph 5.10.2(b) is satisfied in relation to any shares in the Company, withhold payment of such Distribution on or in respect of such shares. Any Distribution so withheld shall be paid as provided in paragraph 5.10.2(c) and until such payment the Persons who would otherwise be entitled to the Distribution shall have no right to the Distribution or its payment. (b) The condition referred to in paragraph 5.10.2(a) is that, in relation to any shares in the Company and any Distribution to be paid or made on and in respect of such shares: (i) the directors believe that such shares comprise all or part of a Substantial Shareholding of a Substantial Shareholder; and (ii) the directors are not satisfied that such Substantial Shareholder would not be beneficially entitled to the Distribution if it was paid,

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c109953pu080 Proof 5: 29.5.14_22:04 B/L Revision: 0 Operator AllS and, furthermore, if the shares comprise all or part of a Substantial Shareholding in respect of more than one Substantial Shareholder this condition is not satisfied unless it is satisfied in respect of all such Substantial Shareholders. (c) If a Distribution has been withheld on or in respect of any shares in the Company in accordance with paragraph 5.10.2(a), it shall be paid as follows: (i) if it is established to the satisfaction of the Directors that the condition in paragraph 5.10.2(b) is not satisfied in relation to such shares, in which case the whole amount of the Distribution withheld shall be paid; and (ii) if the directors are satisfied that sufficient interests in all or some of the shares concerned have been transferred to a third party so that such transferred shares no longer form part of the Substantial Shareholding, in which case the Distribution attributable to such shares shall be paid (provided the Directors are satisfied that following such transfer such shares concerned do not form part of a Substantial Shareholding); and (iii) if the directors are satisfied that as a result of a transfer of interests in shares referred to in (ii) above the remaining shares no longer form part of a Substantial Shareholding, in which case the Distribution attributable to such shares shall be paid. (iv) In this sub-paragraph, references to the ‘‘transfer’’ of a share include the disposal (by any means) of beneficial ownership of, control of voting rights in respect of and beneficial entitlement to dividends in respect of, that share. (d) A Substantial Shareholder may satisfy the directors that he is not beneficially entitled to a Distribution by providing a Distribution Transfer Certificate. The directors shall be entitled to (but shall not be bound to) accept a Distribution Transfer Certificate as evidence of the matters therein stated and the directors shall be entitled to require such other information, certifications or declarations as they think fit. (e) The directors may withhold payment of a Distribution on or in respect of any shares in the Company if any notice given by the directors pursuant to paragraph 5.10.1(c) in relation to such shares shall not have been complied with to the satisfaction of the directors within the period specified in such notice. Any Distribution so withheld will be paid when the notice is complied with to the satisfaction of the directors unless the directors withhold payment pursuant to paragraph 5.10.2(a) and until such payment the Persons who would otherwise be entitled to the Distribution shall have no right to the Distribution or its payment. (f) If any Distribution shall be paid on a Substantial Shareholding and an Excess Charge becomes payable, the Substantial Shareholder shall pay the amount of such Excess Charge and all costs and expenses incurred by the Company in connection with the recovery of such amount to the Company on demand by the Company. Without prejudice to the right of the Company to claim such amount from the Substantial Shareholder, such recovery may be made out of the proceeds of any disposal pursuant to paragraph 5.10.4(b) or out of any subsequent Distribution in respect of the shares to such Person or to the shareholders of all shares in relation to or by virtue of which the directors believe that Person has an interest in the Company (whether that Person is at that time a Substantial Shareholder or not).

5.10.3 Distribution Trust (a) If a Distribution is paid on or in respect of a Substantial Shareholding (except where the Distribution is paid in circumstances where the Substantial Shareholder is not beneﬁcially entitled to the Distribution), the Distribution and any income arising from it shall be held by the payee or other recipient to whom the Distribution is transferred by the payee on trust absolutely for the Persons nominated by the relevant Substantial Shareholder under paragraph 5.10.3(b) in such proportions as the relevant Substantial Shareholder shall in the nomination direct or, subject to and in default of such nomination being validly made within 12 years after the date the Distribution is made, for the Company or such Person as may be nominated by the directors from time to time.

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c109953pu080 Proof 5: 29.5.14_22:04 B/L Revision: 0 Operator AllS (b) The Substantial Shareholder of shares of the Company in respect of which a Distribution is paid shall be entitled to nominate in writing any two or more Persons (not being Substantial Shareholders) to be the beneficiaries of the trust on which the Distribution is held under paragraph 5.10.3(a) and the Substantial Shareholder may in any such nomination state the proportions in which the Distribution is to be held on trust for the nominated Persons, failing which the Distribution shall be held on trust for the nominated Persons in equal proportions. No Person may be nominated under this article who is or would, on becoming a beneficiary in accordance with the nomination, become a Substantial Shareholder. If the Substantial Shareholder making the nomination is not by virtue of paragraph 5.10.3(a) the trustee of the trust, the nomination shall not take effect until it is delivered to the Person who is the trustee. (c) Any income arising from a Distribution which is held on trust under paragraph 5.10.3(a) shall until the earlier of (i) the making of a valid nomination under paragraph 5.10.3(b) and (ii) the expiry of the period of 12 years from the date when the Distribution is paid be accumulated as an accretion to the Distribution. Income shall be treated as arising when payable, so that no apportionment shall take place. (d) No Person who by virtue of paragraph 5.10.3(a) holds a Distribution on trust shall be under any obligation to invest the Distribution or to deposit it in an interest-bearing account. (e) No Person who by virtue of paragraph 5.10.3(a) holds a Distribution on trust shall be liable for any breach of trust unless due to his own fraud or wilful wrongdoing or, in the case of an incorporated Person, the fraud or wilful wrongdoing of its directors, officers or employees. 5.10.4 Obligation to dispose (a) If at any time, the directors believe that: (i) in respect of any Distribution declared or announced, the condition set out in paragraph 5.10.2(b) is satisfied in respect of any shares in the Company in relation to that Distribution; (ii) a notice given by the directors pursuant to paragraph 5.10.1(c) in relation to any shares in the Company has not been complied with to the satisfaction of the directors within the period specified in such notice; or (iii) any information, certificate or declaration provided by a Person in relation to any shares in the Company for the purposes of the preceding provisions was materially inaccurate or misleading, the directors may give notice in writing (a ‘‘Disposal Notice’’) to any Persons they believe are Relevant Registered Shareholders in respect of the relevant shares requiring such Relevant Registered Shareholders within 21 days of the date of service of the notice (or such longer or shorter time as the Directors consider to be appropriate in the circumstances) to dispose of such number of shares the directors may in such notice specify or to take such other steps as will cause the condition set out in paragraph 5.10.2(b) no longer to be satisfied. The directors may, if they think fit, withdraw a Disposal Notice. (b) If: (i) the requirements of a Disposal Notice are not complied with to the satisfaction of the directors within the period specified in the relevant notice and the relevant Disposal Notice is not withdrawn; or (ii) a Distribution is paid on a Substantial Shareholding and an Excess Charge becomes payable, the directors may arrange for the Company to sell all or some of the shares to which the Disposal Notice relates or, as the case may be, that form part of the Substantial Shareholding concerned. For this purpose, the directors may make such arrangements as they deem appropriate. In particular, without limitation, they may authorise any officer or employee of the Company to execute any transfer or other document on behalf of the holder or holders of the relevant shares and, in the case of a share in

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c109953pu080 Proof 5: 29.5.14_22:04 B/L Revision: 0 Operator AllS uncertificated form, may make such arrangements as they think fit on behalf of the relevant holder or holders to transfer title to the relevant share through a relevant system. (c) Any sale pursuant to paragraph 5.10.4(b) shall be at the price which the directors consider is the best price reasonably obtainable and the directors shall not be liable to the holder or holders of the relevant share for any alleged deficiency in the amount of the sale proceeds or any other matter relating to the sale. (d) The net proceeds of the sale of any share under paragraph 5.10.4(b) (less any amount to be retained pursuant to paragraph 5.10.2(f) and the expenses of sale) shall be paid over by the Company to the former holder or holders of the relevant shares upon surrender of any certificate or other evidence of title relating to it, without interest. The receipt of the Company shall be a good discharge for the purchase money. (e) The title of any transferee of shares shall not be affected by an irregularity or invalidity of any actions purportedly taken pursuant to this paragraph. 5.10.5 General (a) The directors shall be entitled to presume without enquiry, unless any director has reason to believe otherwise, that a Person is not a Substantial Shareholder or a Relevant Registered Shareholder. (b) The directors shall not be required to give any reasons for any decision or determination (including any decision or determination not to take action in respect of a particular Person) pursuant to the provisions described in this paragraph 5.10 and any such determination or decision shall be final and binding on all Persons unless and until it is revoked or changed by the directors. Any disposal or transfer made or other thing done by or on behalf of the Board or any director pursuant to the provisions described in this paragraph 5.10 shall be binding on all Persons and shall not be open to challenge on any ground whatsoever. (c) Without limiting their liability to the Company, the directors shall be under no liability to any other Person, and the Company shall be under no liability to any Shareholder or any other Person, for identifying or failing to identify any Person as a Substantial Shareholder or a Relevant Registered Shareholder. (d) The directors shall not be obliged to serve any notice required under the provisions described in this paragraph 5.10 upon any Person if they do not know either his identity or his address. The absence of service of such a notice in such circumstances or any accidental error in or failure to give any notice to any Person upon whom notice is required to be served under the provisions described in this paragraph 5.10 shall not prevent the implementation of or invalidate any procedure under the provisions described in this paragraph 5.10. (e) Any notice required or permitted to be given pursuant to this paragraph 5.10 may relate to more than one share and shall specify the share or shares to which it relates. (f) The directors may require from time to time any Person who is or claims to be a Person to whom a Distribution may be paid without deduction of tax under Regulation 7 of the Real Estate Investment Trusts (Assessment and Recovery of Tax) Regulations 2006 to provide such certificates or declarations as they may require from time to time.

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c109953pu080 Proof 5: 29.5.14_22:04 B/L Revision: 0 Operator AllS 6 DIRECTORS’ AND OTHER INTERESTS 6.1 As at 30 May 2014 and as expected to be held on Admission, the interests (all of which are beneﬁcial) of the Directors (including any interest known to that Director or which could with reasonable diligence be ascertained by him or any person connected with a Director within the meaning of section 252 to 255 of the Act) in the Company’s issued share capital are or are expected to be as follows:

Before Admission(i) Following Admission Percentage Percentage of issued of issued Number of share Number of share Director Shares capital Shares capital Martin Moore — — 57,471 0.03% Mike Brown — — 574,712 0.34% Leslie Ferrar — — 14,367 0.01% Sandy Gumm — — 114,942 0.07% Jonathan Lane — — 57,471 0.03% Nick Leslau(ii) 42,676,955 26.70% 42,676,955 25.34% Ian Marcus — — 28,735 0.02% (i) As at the date of this document, the Shares are held by P1 Nominee as nominee for Prestbury 1 LP. The Existing Investors are limited partners of Prestbury 1 LP. Each of the Substantial Existing Investors holds a 26.7 per cent. interest and each of the Other Existing Investors holds a 6.7 per cent. interest in the partnership. Under the terms of the Distribution Agreement, the Shares will be distributed by Prestbury 1 LP to the Existing Investors conditional upon and with effect from Admission in proportion to their interests in Prestbury 1 LP. (ii) Comprises 42,619,484 Shares held by PIHL Property LLP and 57,471 Shares held by the Saper Trust. PIHL Property LLP is a Prestbury Group entity. Lesray LLP, a partnership between Nick Leslau and Nigel Wray in which Nick Leslau has a 42.6 per cent. legal interest and equal share of the voting rights owns 81.7 per cent. of PIHL Property LLP. The Saper Trust is a trust whose trustees are Anita Leslau and Richard Grosse and the beneﬁciaries of which are Anita Leslau’s children (including Nick Leslau). 6.2 The Company is aware of the following existing Shareholders (other than any Director) who by virtue of the notiﬁcations made to it pursuant to the Act and/or the Disclosure and Transparency Rules, are or will be immediately following Admission be interested, directly or indirectly, in 3 per cent. or more of the Company’s issued share capital:

Before Admission(i) Following Admission Percentage Percentage Number of of voting Number of of voting Name Shares rights Shares rights Bluetouch Investments (Malta) Limited 10,654,871 6.67% 10,654,871 6.33% Brookstone Limited 10,654,871 6.67% 10,654,871 6.33% PIHL Property LLP 42,619,484 26.67% 42,619,484 25.30% Prestonﬁeld Investments Limited 42,619,484 26.67% 42,619,484 25.30% Mr Dominic Silvester 10,654,871 6.67% 10,654,871 6.33% West Coast Capital Prestven Investments Limited 42,619,484 26.67% 42,619,484 25.30% (i) As at the date of this document, the Shares are held by P1 Nominee as nominee for Prestbury 1 LP. The Existing Investors are limited partners of Prestbury 1 LP. Each of the Substantial Existing Investors holds a 26.7 per cent. interest and each of the Other Existing Investors holds a 6.7 per cent. interest in the partnership. Under the terms of the Distribution Agreement, the Shares will be distributed by Prestbury 1 LP to the Existing Investors conditional upon and with effect from Admission in proportion to their interests in Prestbury 1 LP.

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c109953pu080 Proof 5: 29.5.14_22:04 B/L Revision: 0 Operator AllS 6.3 Save as disclosed in paragraphs 6.1 and 6.2 above, the Company is not aware of any person who directly or indirectly, jointly or severally, exercises or could exercise control over the Company nor is it aware of any arrangements, the operation of which may at a subsequent date result in a change of control of the Company. 6.4 The persons including the Directors, referred to in paragraphs 6.1 and 6.2 above, do not have voting rights that differ from those of other Shareholders. 6.5 The Company and the Directors are not aware of any arrangements, the operation of which may at a subsequent date result in a change of control of the Company. 6.6 In addition to their directorships of the Company and wholly owned subsidiaries of the Company, the Directors currently hold, and have during the ﬁve years preceding the date of this document held, the following directorships or partnerships:

Current directorships/ Previous directorships/ Name partnerships partnerships Martin Moore English Heritage Trading Limited British Property Federation F&C Commercial Property Finance High Speed Ofﬁce Limited Limited Euro Salas Properties Limited F&C Commercial Property Legalfuture Limited Holdings Limited M&G Ltd F&C Commercial Property Trust M&G Investment Managers Ltd Limited Prudential Property Investment FCPT Holdings Limited Mangers Limited M&G Asia Property Fund SICAV- PruPim Singapore FIS Scottish Amicable Investment MEPC Limited Properties Limited MRM UK Consulting Services SEH Manager Limited Limited SEH Nominee Limited Prime 4 Limited SES Manager Limited SCP Estate Holdings Limited 10 Lancelot Place Limited SCP Estate Limited The Guildhall School Trust Winchester Burma Limited SEGRO Plc (with effect from 1 July 2014)

Ian Marcus The Prince’s Regeneration Trust Nwm Property Advisory Limited United Kingdom Historic Building Investment Property Forum Preservation Trust British Property Federation Ian Marcus Consultants Limited Buckley Properties (Leeds) Limited The Crown Estate Evans Management Limited Astra House Limited Business Living Investments Limited Business Living Limited Citygate Developments No.1 Limited Citygate Developments No.2 Limited Evans (Ashford) Limited Evans Advisory Limited Evans Ashford Investments Limited Evans Homes Limited Evans Homes No.2 Limited Evans Management Limited Evans Of Leeds Limited Evans Property Group Limited Evans Property Holdings Limited Evans Property Limited

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Evans Regeneration Investments Limited Evans Residential Holdings Limited F R Evans (Leeds) Limited Forth Bridges Business Park Developments Limited Fradley District Centre Limited Fradley Park Developments Limited Marchington Properties Limited Millshaw Investments Limited Millshaw No.3 Limited Quartz Point Limited Roando Investments Limited Rowite Properties No 1 Limited Skelton Investments Limited Springhead Developments No.1 Limited Volbay Investments Limited White Rose (Leeds) Limited White Rose Property Investments No.2 Limited York Business Park Developments Limited Airebank Developments Limited Templegate Developments Limited Millshaw No.2 Limited Millshaw Property Co. Limited Evans Student Investments Limited Ofﬁce Metro Limited Pedstowe Mayfair Limited Brightsea Eph Limited

Leslie Ferrar Breakthrough Breast Cancer National Eczema Society Windmill Hill Asset Management The Prince’s Charities Events Limited Limited Penna Consulting Plc A.G. Carrick Limited The Risk Advisory Group Duchy Originals Limited (Holdings) Plc Dumfries Farming and Land HMRC Limited CAFOD Dumfries Estate (Orchardton) Roman Catholic Diocese of Limited Westminster The Prince of Wales’s Charitable Foundation Eczema Trading Limited PCF Social Enterprises Limited Dumfries Social Enterprises Limited Dumfries House Trust Trading Limited The Great Steward of Scotland’s Dumfries House Trust In Kind Direct Golden Jubilee Events Limited The Morrisons Farm at Dumfries House Limited Duchy Originals Foods Limited

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Traditional Arts Limited Dumfries Estate (Pennyfadzeoch) Limited PCF Sustainable Development Limited The Amiri Collection Limited Dumfries Estates (Glenside) Limited North Highland Initiative Trustee Highgrove Enterprises Limited Ecologica Transalvania The British Asian Trust

Jonathan Lane Songbird Finance (Two) Limited Compagnie la Lucette Songbird Estates Plc Grosvenor Liverpool Limited

Nick Leslau Saracen Property Investments LLP Burford Beta Holdings Limited PIHL Equity Limited Liability MPG Hospital Holdings Limited Partnership Starncourt Limited PIHL Property Limited Liability PSX No 2 Limited Partnership PCV Bracknell Limited Prestbury Two Limited Liability PWC3 Portfolio 2 Limited Partnership Prestbury West Coast Treasury Prestbury Investments LLP Limited Lesray LLP PWCR Finance Limited Prestbury Services PWCR Minerva House Limited Prestbury Group PWCR No 1 Limited Prestbury 2009 Limited PWCR Bedford Street Limited Prestbury Acquisitions Limited PWCR Burlington Limited PSX Holdings Limited PWCR Chandlers Ford Limited Prestbury Industrial PWCR Kensington Limited Saracens Limited PWCR Liverpool Street Limited Prestbury (AAH House) Ltd PWCR Old Broad Street Limited Prestbury (Stukeley Road) Ltd PWCR Stevenage Limited Prestbury New Road Ltd PWCR Chandlers Ford 2 Limited Prestbury Queen Street Ltd Blaxmill (Forty-Three) Limited Prestbury Property Holdings Blaxmill (Thirty-Nine) Limited Limited 16 Wood Mews Limited New Prestbury Limited Prestbury West Coast Five Limited Prestbury Nominees Limited P1 Mcstone Limited Prestbury Properties No. 1 Limited CFG Leisure Group Limited Prestbury Residual Limited Prestbury 1 Eleven Limited Prestbury West Coast Four Limited Prestbury 1 Fifteen Limited Prestbury West Coast Holdings Wave Ventures Limited Limited Prestbury 1 Sixteen Limited Prestbury Assets Limited Prestbury 1 Twenty Five Limited Prestbury Capital Ventures Limited Prestbury 1 Twenty Four Limited PCV HP Limited Prestbury 1 Twenty Three Limited PCV HP Nominee Limited Prestbury 1 Twenty Two Limited Prestbury Incentives Limited Max Property Group Plc Prestbury Investment Holdings Prestbury Hampshire Ltd Limited Prestbury (New Garden House) Prestbury West Coast Limited LtdPrestbury Ofﬁces Limited Prestbury West Coast Two Limited Starnbush Limited Prestbury West Coast Three Deltaglen Limited Limited Prestbury Residential Limited

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PWC3 Portfolio 1 Limited Prestbury Shefﬁeld Limited Secure Income Reit Limited Prestbury (Church House) Ltd PIHL LP Limited Prestbury (Clarges House) Ltd PREP Management Limited Prestbury Brighton Ltd PCV High Street No.2 Limited Prestbury Croydon Ltd PCV High Street No.3 Limited Prestbury Fishergate Ltd Prestbury West Coast Rice Limited Prestbury Taunton Ltd PWCR No 2 Limited Prestbury Properties No. 12 Talkbake Limited Limited PIHL Wentworth Manager Limited Prestbury Properties No. 2 Limited Prestbury Wentworth Limited Prestbury Properties No. 3 Limited Prestbury Wentworth Acquisitions Prestbury Properties No. 4 Limited Limited Prestbury Properties No. 5 Limited Prestbury Wentworth Finance Giltauto Limited Limited PCV Plymouth No.2 Limited Prestbury Wentworth Holdings PCV Plymouth No.3 Limited Limited SL 2011 Limited Prestbury Wentworth Three Limited Prestbury West Coast Maidenhead Limited Prestbury Hotels Assets Limited Prestbury Hotels Limited TLLC Cmpropco11 Limited TLLC Cmpropco8 Limited TLLC Bridgeco1 Limited TLLC Bridgeco2 Limited TLLC Bridgeco5 Limited TLLC Bridgeco6 Limited TLLC Bridgesubco1 Limited TLLC Bridgesubco2 Limited TLLC Bridgesubco5 Limited TLLC Bridgesubco6 Limited TLLC Cmpropco1 Limited TLLC Cmpropco10 Limited TLLC Cmpropco12 Limited TLLC Cmpropco2 Limited TLLC Cmpropco3 Limited TLLC Cmpropco4 Limited TLLC Cmpropco5 Limited TLLC Cmpropco9 Limited TLLC Cmsubpropco1 Limited TLLC Cmsubpropco10 Limited TLLC Cmsubpropco11 Limited TLLC Cmsubpropco12 Limited TLLC Cmsubpropco2 Limited TLLC Cmsubpropco3 Limited TLLC Cmsubpropco4 Limited TLLC Cmsubpropco5 Limited TLLC Cmsubpropco8 Limited TLLC Cmsubpropco9 Limited TLLC Levpropc10 Limited TLLC Levsubpropco10 Limited Giant Property Consortium Limited Prestbury Hotels Two Limited Prestbury Equities Limited Prestbury Hotel Holdings Limited

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PIHL Services Limited PSX Midco Limited TLLC Levpropco9 Limited TLLC Levsubpropco9 Limited PSX Bondco Limited PSX Equityco Limited PSX Noteco Limited PSX Propco Limited PSX Propholdco Limited TLLC Levpropco2 Limited TLLC Levpropco8 Limited TLLC Levsubpropco2 Limited TLLC Levsubpropco8 Limited Prestbury West Coast Retail Limited PIHL One Limited PIHL Equity Administration Limited PIHL Property Administration Limited PIHL Property Holdings Limited Prestbury General Partner Limited P1 Bars Limited P1 Bars Propco Limited Prestbury 1 Feasibility Limited PIHL Equity Assessments Limited P1 Bars GP Limited P1 Bars Propco 2 Limited P1 Hedge End Limited P1 Prime Limited P1 Reversions Limited Prestbury Hotels Finance Limited Thomas Rivers Limited TLLC Bridgeco10 Limited TLLC Bridgeco4 Limited Pumpkin General Partner Limited Sale & Leaseback Limited P1 Attractions Limited P1 Intermediate One Limited P1 Intermediate Three Limited P1 Intermediate Two Limited P1 Old Hotels Limited P1 Old Opco Limited P1 Tasmania Group Limited P1 Tasmania Limited Holetown Group Limited P1 Cornhill Limited P1 Dover Limited P1 Duke Street Limited P1 Golden Limited P1 Kensington Limited P1 Newman Limited P1 Parkshot Limited P1 St Andrew Limited P1 St Martins Limited Max Property 1 Limited Max Property 2 Limited Max Property Group Limited

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PIHL Three Limited Prestbury Feeder GP Limited P1 Hedge End Subco Limited MPG Feeder Limited TLLC Bridgeco3 Limited TLLC Bridgeco7 Limited Max Industrial GP Limited Max Industrial Nominee Limited Max Ofﬁce GP Limited Max Ofﬁce Nominee Limited MPG Hospital Holdings Limited MPG Hospital Properties Limited Premier Team Holdings Limited Max Bars GP Limited Max Bars Nominee Limited MPG Pubs GP Limited MPG Pubs Nominee Limited MPG Finco Limited MPG St Katharine GP Limited MPG St Katharine Nominee Limited MPG St Katharine Nominee Two Limited SKD Marina Limited SKIL Four Limited SKIL Three Limited St. Katharine’s Estate Management Company Limited Muddy Boots Real Foods Ltd MPG Holborn Gp Limited MPG Holborn Nominee Limited Twenty Three Prince Albert Road (Management) Limited MPG Artemis GP Limited MPG Artemis Nominee 1 Limited MPG Artemis Nominee 2 Limited BM Holdco Limited Platbay Limited Max Property Group Plc

Mike Brown Prestbury Investments LLP Aycliffe And Peterlee Development Prestbury Incentives Limited Company Limited Max Industrial GP Limited Aycliffe And Peterlee Investment Max Industrial Nominee Limited Company Limited Max Ofﬁce GP Limited Helical (Angel 1) Limited Max Ofﬁce Nominee Limited Helical (Bramshott Place) Limited Max Bars GP Limited Helical Bar (City Investments) Max Bars Nominee Limited Limited MPG Pubs GP Limited Helical Bar (CL) Investment MPG Pubs Nominee Limited Company Limited MPG Finco Limited Helical Bar (Wales) Limited MPG St Katharine Gp Limited Helical Properties (RS) Limited MPG St Katharine Nominee Helical Properties Investment Limited Limited MPG St Katharine Nominee Two Helical Properties Limited Limited Helical Properties Retail Limited SKD Marina Limited 61 Southwark Street Limited

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SKIL Four Limited CPP Investments Limited SKIL Three Limited Helical Bar Plc St. Katharine’s Estate Management Helical Properties (WSM) Limited Company Limited Helical (SA) Limited MPG Holborn GP Limited Glenlake Limited MPG Holborn Nominee Limited Helical (Interchange) Limited MPG Artemis GP Limited Helical Bar (Rex House) Limited MPG Artemis Nominee 1 Limited Helical (Fleet) Limited MPG Artemis Nominee 2 Limited Baylight Developments Limited Max Industrial Limited Embankment Place (LP) Limited Max Industrial 2 Limited Helical Bar Services Limited Max Industrial Limited Partner Prescot Street Investments Limited Limited Helical Bar (Bunhill Row) Limited Max Office Finance Limited Abbeygate Helical (Winterhill) Max Office Limited Limited Max Office Limited Partner Limited Helical (Westfields) Limited Max Office Properties Limited Helical (CR) Limited Max Office Investor Limited Abbeygate Helical (Leisure Plaza) Max Investor Limited Limited MPG Hedging Limited Abbeygate Helical (Leisure Plaza) Max Bars Limited Partner Limited Limited MPG Pubs Finance Limited Abbeygate Helical (Willen) Limited MPG Pubs Holding Limited Grosvenor Hill (Sprucefields) MPG Pubs LP Limited Limited MPG St Katharine Limited Helical Bar Developments (South MPG St Katharine LP Limited East) Limited MPG St Katharine Finance Limited Helical (Mill Street) Limited MPG Holborn Limited Dencora (Docklands) Limited MPG Holborn LP Limited Helical (St Austell) Limited MPG Artemis Limited Dencora (Harlow) Limited MPG Artemis LP Limited Helical Bar (White City) Limited Max Property Group Plc Helical (Fleet) No.1 Limited Prestbury (Scotland) LP Helical (Fleet) No.2 Limited Helical Bar (Hawtin Park No. 3) Limited Helical Bar (Hawtin Park No.1) Limited Helical Bar (Hawtin Park No.2) Limited Hallco 850 Limited Helical (Letchworth) Limited Helical (Sevenoaks) Limited Helical (Cawston) Limited Helical Nominees Limited Helical Registrars Limited Banagate Limited Helical (CMV) Limited HB Cambs No.3 Limited HB Dales Manor No.3 Limited HB Sawston No.1 Limited HB Sawston No.2 Limited HB Sawston No.3 Limited HB Sawston No.4 Limited Helical (Shepherds) Limited Helical (Worthing) Limited Maudslay Park Limited SCBP Management Company

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Limited Helical (Ashford) Limited Helical (Cowley) Limited Helical Bar (Epsom) Limited Helical (Winterhill) Ltd Helical Retail (RBS) Limited Mill Street Management (Slough) Limited Helical (Battersea) Limited Groovemodel Limited Helical (Cardiff) Limited Matchearth Limited Paperbrick Limited Ratelawn Limited Shopﬁle Limited Helical (Glasgow) Limited HB Group Services Limited Abbeygate Helical (MK) Limited Helical (Paignton) Limited Helical (East Grinstead) Limited Helical (Kidlington) Limited Helical (Southall) Limited Helical (Aldridge) Limited Helical (Crawley) Limited Helical (Crawley Roadway) Limited Helical (Southampton) Limited Helical (Stockport) Limited Albion Land (Bushey Mill) Limited Cranmer Investments (Whitstable) Limited Helical (Milton) Limited The Morgan Apartments Management Company Limited Helical (HRH) Limited Helical Retirement Homes Limited Helical (Durrants) Limited Helical (Fordham) Limited Dencora (Fordham) Limited Helical (Telford) Limited Helical Bar (Mitre Square) Ltd Helical (Exeter) Limited Stockport Gateway Management Company Limited CBC (Southampton) Management Company Limited Crondall Road Limited Helical (CG) Limited Helical (CG 2) Limited Beaver Industrial Estate Management Company Limited Helical Properties (M.F.) Limited Helical Bar (Chiswell Street) Limited CBX II Limited Helical Properties (Capital House) Limited Helical Properties (Basingstoke)

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Limited Networth Limited Helical Bar (Berkeley Square) Limited 56 Cheapside Limited 48 Gracechurch Street Limited Helical (HIS) Limited Helical (Wednesﬁeld) Limited Chancerygate (Albion) Limited Helical Properties (Capital House) No. 2 Limited Dencora (Dunstable) Limited Southbourne Road St Austell (No. 2) Limited Southbourne Road St Austell (No.1) Limited Helical Properties (Bury Street) No.1 Limited Helical Properties (Bury Street) No.2 Limited HB Cambs No.1 Limited HB Cambs No.2 Limited HB Cambs No.4 Limited HB Dales Manor No.1 Limited HB Dales Manor No.2 Limited HB Dales Manor No.4 Limited Helical (Interchange 2) Limited Helical (Belvedere) Limited Dencora (Edenbridge) Limited PPMDSL (Cardiff) Limited Helical (Crowborough) Limited Eyre Street Limited Dencora (Newmarket) Limited Helical (Unwins) Limited Albion Land (Sandiacre) Limited Helical (Harlow) Limited Max Industrial 1 Limited Max Nominee Limited Max Industrial Finance Limited Max Industrial 3 Limited Investment Property Forum

Sandy Gumm Prestbury Services Starncourt Limited Prestbury Group PSX No 2 Limited Prestbury 2009 Limited PCV Bracknell Limited Prestbury Acquisitions Limited Stanhope Communications Plc PSX Holdings Limited PWC3 Portfolio 2 Limited Prestbury Industrial Prestbury West Coast Treasury Prestbury (AAH House) Ltd Limited Prestbury (Stukeley Road) Ltd Manta Yacht Charter Limited Prestbury New Road Ltd PWCR Minerva House Limited Prestbury Queen Street Ltd PWCR Finance Limited Prestbury Property Holdings PWCR No 1 Limited Limited PWCR Bedford Street Limited New Prestbury Limited PWCR Burlington Limited Prestbury Nominees Limited PWCR Chandlers Ford Limited Prestbury Properties No. 1 Limited PWCR Kensington Limited

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Prestbury Residual Limited PWCR Liverpool Street Limited Prestbury West Coast Four Limited PWCR Old Broad Street Limited Prestbury West Coast Holdings PWCR Stevenage Limited Limited PWCR Chandlers Ford 2 Limited Prestbury Assets Limited Blaxmill (Forty-Three) Limited Prestbury Capital Ventures Limited Blaxmill (Thirty-Nine) Limited PCV HP Limited Stablebright Limited PCV HP Nominee Limited Stablegreen Limited Prestbury Incentives Limited Prestbury West Coast Five Limited Prestbury Investment Holdings P1 McStone Limited Limited CFG Leisure Group Limited Prestbury West Coast Kensington Prestbury 1 Eleven Limited Limited Prestbury 1 Fifteen Limited Prestbury West Coast Limited Prestbury 1 Sixteen Limited Prestbury West Coast Maidenhead Prestbury 1 Twenty Five Limited Limited Prestbury 1 Twenty Four Limited Kensington Nominee No.1 Limited Prestbury 1 Twenty Three Limited Kensington Nominee No.2 Limited Prestbury 1 Twenty Two Limited Maidenhead Nominee No.1 Limited Kensington Village Management Maidenhead Nominee No.2 Limited Limited Prestbury West Coast Caledonian The 3D Entertainment Group Limited Limited Prestbury West Coast Two Limited Max Property Group Plc Turnpike Land Limited Max Industrial 1 Limited Turnpike Land No.2 Limited Max Nominee Limited Prestbury West Coast Three Max Industrial Finance Limited Limited Max Industrial 3 Limited PWC3 Portfolio 1 Limited Prestbury Hampshire Ltd Secure Income REIT Limited Prestbury (New Garden House) Ltd PIHL LP Limited Prestbury Ofﬁces Limited Prep Management limited Starnbush Limited Prestbury West Coast Rice Limited Deltaglen Limited PWCR No 2 Limited Prestbury Residential Limited Talkbake Limited Prestbury Shefﬁeld Limited Prestbury Wentworth Limited Prestbury (Church House) Ltd Prestbury Wentworth Acquisitions Prestbury (Clarges House) Ltd Limited Prestbury Brighton Ltd Prestbury Wentworth Holdings Prestbury Croydon Ltd Limited Prestbury Fishergate Ltd SL 2011 Limited Prestbury Taunton Ltd Prestbury Wentworth Finance Prestbury Properties No. 12 Limited Limited PIHL Wentworth Manager Limited Prestbury Properties No. 2 Limited Prestbury Wentworth Intermediate Prestbury Properties No. 3 Limited Limited Prestbury Properties No. 4 Limited Prestbury Wentworth Portfolio Prestbury Properties No. 5 Limited Limited Giltauto Limited Prestbury Wentworth Three Limited PCV Plymouth No.2 Limited Prestbury Hotels Assets Limited PCV Plymouth No.3 Limited Prestbury Hotels Limited PCV High Street No.2 Limited TLLC CMPROPCO11 Limited PCV High Street No.3 Limited TLLC CMPROPCO8 Limited TLLC Bridgeco1 Limited TLLC Bridgeco2 Limited TLLC Bridgeco5 Limited TLLC Bridgeco6 Limited TLLC Bridgesubco1 Limited

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TLLC Bridgesubco2 Limited TLLC Bridgesubco5 Limited TLLC Bridgesubco6 Limited TLLC CMPROPCO1 Limited TLLC CMPROPCO10 Limited TLLC CMPROPCO12 Limited TLLC CMPROPCO2 Limited TLLC CMPROPCO3 Limited TLLC CMPROPCO4 Limited TLLC CMPROPCO5 Limited TLLC CMPROPCO9 Limited TLLC CMSUBPROPCO1 Limited TLLC CMSUBPROPCO10 Limited TLLC CMSUBPROPCO11 Limited TLLC CMSUBPROPCO12 Limited TLLC CMSUBPROPCO2 Limited TLLC CMSUBPROPCO3 Limited TLLC CMSUBPROPCO4 Limited TLLC CMSUBPROPCO5 Limited TLLC CMSUBPROPCO8 Limited TLLC CMSUBPROPCO9 Limited TLLC LEVPROPC10 Limited TLLC LEVSUBPROPCO10 Limited Giant Property Consortium Limited Prestbury Hotels Two Limited TLLC LEVPROPCO8 Limited TLLC LEVSUBPROPCO8 Limited Prestbury Hotel Holdings Limited Prestbury Hotels Three Limited TLLC LEVPROPCO2 Limited TLLC LEVSUBPROPCO2 Limited PIHL Services Limited PSX Midco Limited TLLC LEVPROPCO9 Limited TLLC LEVSUBPROPCO9 Limited PSX Bondco Limited PSX Equityco Limited PSX Noteco Limited PSX Propco Limited PSX Propholdco Limited PSX Willesden Limited Prestbury West Coast Retail Limited PW London Limited PW No 1 Limited PW No 2 Limited PW No 3 Limited PW No 4 Limited PW No 5 Limited PW No 6 Limited PW No 7 Limited PW No 8 Limited PW Scotland Limited Prestbury Equities Limited PIHL One Limited PIHL Equity Administration Limited PIHL Equity Holdings Limited

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PIHL Property Administration Limited PIHL Property Holdings Limited Prestbury General Partner Limited P1 Bars Limited P1 Bars Propco Limited Prestbury 1 Feasibility Limited PIHL Equity Assessments Limited P1 Bars GP Limited P1 Bars Propco 2 Limited P1 Hedge End Limited P1 Prime Limited P1 Reversions Limited Prestbury Hotels Finance Limited Thomas Rivers Limited TLLC Bridgeco10 Limited TLLC Bridgeco4 Limited Sale & Leaseback Limited P1 Attractions Limited P1 Intermediate One Limited P1 Intermediate Three Limited P1 Intermediate Two Limited P1 Old Hotels Limited P1 Old Opco Limited P1 Tasmania Group Limited P1 Tasmania Limited TLLC Bridgeco3 Limited TLLC Bridgeco7 Limited Holetown Group Limited P1 Cornhill Limited P1 Dover Limited P1 Duke Street Limited P1 Golden Limited P1 Kensington Limited P1 Newman Limited P1 Parkshot Limited P1 St Andrew Limited P1 St Martins Limited Max Property 1 Limited Max Property 2 Limited Max Property Group Limited PIHL Three Limited Prestbury Feeder GP Limited P1 Hedge End Subco Limited MPG Feeder Limited Max Industrial GP Limited Max Industrial Nominee Limited Max Ofﬁce GP Limited Max Ofﬁce Nominee Limited MPG Hospital Holdings Limited MPG Hospital Holdings Limited MPG Hospital Properties Limited Max Bars GP Limited Max Bars Nominee Limited MPG Pubs GP Limited MPG Pubs Nominee Limited MPG Finco Limited

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c109953pu080 Proof 5: 29.5.14_22:04 B/L Revision: 0 Operator AllS Current directorships/ Previous directorships/ Name partnerships partnerships MPG St Katharine GP Limited MPG St Katharine Nominee Limited MPG St Katharine Nominee Two Limited SKD Marina Limited SKIL Four Limited SKIL Three LimitedSt. Katharine’s Estate Management Company Limited Butlers Wharf Building Limited MPG Holborn GP Limited MPG Holborn Nominee Limited MPG Artemis GP Limited MPG Artemis Nominee 1 Limited MPG Artemis Nominee 2 Limited Prestbury Investments LLP PIHL Equity Limited Liability Partnership Max Property GP Limited MPG Opco Limited Max Property LP Limited Max Industrial Limited Max Industrial 2 Limited Max Industrial Limited Partner Limited Max Office Finance Limited Max Office Limited Max Office Limited Partner Limited Max Office Properties Limited Max Office Investor Limited Max Investor Limited MPG Hedging Limited Max Bars Limited Partner Limited MPG Pubs Finance Limited MPG Pubs Holding Limited MPG St Katharine Limited MPG St Katharine LP Limited MPG St Katharine Finance Limited MPG Holborn Limited MPG Holborn LP Limited MPG Artemis Limited MPG Artemis LP Limited Prestbury Investments LLP Prestbury (Scotland) LP Prestbury Incentives Limited 6.7 None of the Directors has any unspent convictions in relation to indictable offences. 6.8 None of the Directors have been the subject of any public criticism by any statutory or regulatory authority (including a recognised professional body).

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c109953pu080 Proof 5: 29.5.14_22:04 B/L Revision: 0 Operator AllS 6.9 Save as described below, none of the Directors has been a director of a company at the time of, or within the 12 months preceding the date of, that company being the subject of a receivership, compulsory liquidation, creditors’ voluntary liquidation, administration, company voluntary arrangement or any composition or arrangement with its creditors generally or any class of its creditors. 6.10 Jonathan Lane was a director of two of the London Borough of Hackney (‘‘LBH’’) charities, Ocean Music Trust and Ocean Music Enterprises which were put into administration in 2004 as a result of a change of their remit by LBH. 6.11 Sandy Gumm was a non-executive director of Stanhope Communications Plc for which a liquidator was appointed on 25 February 2005 and which was dissolved by way of a creditors’ voluntary liquidation on 1 February 2013. 6.12 Sandy Gumm and Nick Leslau are or were directors of: 6.12.1 Prestbury West Coast Holdings Limited for which a liquidator was appointed on 31 August 2010 and which is being dissolved by way of members’ voluntary liquidation; and 6.12.2 Prestbury West Coast Rice Limited for which liquidators were appointed on 21 May 2010 and which is being dissolved by way of members’ voluntary liquidation; 6.12.3 Prestbury West Coast Treasury Limited and Prestbury West Coast Five Limited, each of which was dissolved by way of voluntary strike-off on 13 September 2011; and 6.12.4 Prestbury Properties No.2 Limited, Prestbury Properties No.3 Limited, Prestbury Properties No.4 Limited, Prestbury Properties No.12 Limited, Prestbury Properties No.5 Limited, Giltauto Limited, Prestbury Residential Limited, Prestbury Offices Limited, Starncourt Limited, Starnbush Limited, Deltaglen Limited, Prestbury (New Garden House) Limited, Prestbury Hampshire Limited, Prestbury Sheffield Limited, Prestbury Brighton Limited, Prestbury Croydon Limited, Prestbury Fishergate Limited, Prestbury (Clarges House) Limited, Prestbury (Church House) Limited, Prestbury Taunton Limited, PCV High Street No.2 Limited, PCV High Street No.3 Limited, PCV Plymouth No.2 Limited and PCV Plymouth No.3 Limited, each of which was dissolved by way of voluntary strike-off on 14 April 2014. 6.13 Leslie Ferrar was a director of The Amiri Collection Limited, which was dissolved by voluntary strike-off on 3 August 2010. On 20 January 2012, Dumfries Estate (Glenside) Limited and Dumfries Estate (Pennyfadzeoch) Limited of which Leslie Ferrar was a director were dissolved by voluntary strike-off. Further, on 28 February 2012, Traditional Arts Limited of which she was a director was dissolved by voluntary strike-off. In all cases, there were no amounts outstanding to creditors. 6.14 None of the Directors has been a partner of a partnership at the time of, or within 12 months preceding the date of, that partnership being placed into compulsory liquidation or administration or being entered into a partnership voluntary arrangement nor in that time have the assets of any such partnership been the subject of a receivership. 6.15 No asset of any Director has at any time been the subject of a receivership. 6.16 None of the Directors is or has been bankrupt nor been the subject of any form of individual voluntary arrangement. 6.17 None of the Directors is or has ever been disqualified by a court from acting as a director of a company or from acting in the management or conduct of the affairs of any company.

7 DIRECTORS’ APPOINTMENT LETTERS 7.1 The directors of the Company for the last full year were Nick Leslau, Tim Evans and Sandy Gumm, who were all appointed on 31 January 2007. Tim Evans resigned on 13 May 2014. The directors of the Company received no remuneration during the last full year. Each of the Independent Directors and Mike Brown were appointed as directors of the Company on 27 May 2014.

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c109953pu080 Proof 5: 29.5.14_22:04 B/L Revision: 0 Operator AllS 7.2 Each Director has entered into a letter of appointment with the Company, effective on Admission. The letter of appointment for each Director is subject to the provisions of the Articles. The fees payable to the Directors with effect from Admission will be set by the Board and will initially be as set out in the table below:

Annual fees to be received with effect from Director Admission Martin Moore £75,000 Leslie Ferrar £40,000 Jonathan Lane £35,000 Ian Marcus £35,000 Nick Leslau Nil Mike Brown Nil Sandy Gumm Nil In addition to the fees and benefits mentioned above, the Company will reimburse all expenses reasonably incurred by the Directors in the proper performance of their duties and intends to obtain directors and officers’ liability insurance and public offering of securities insurance cover. The Directors will not receive any pension contributions or other benefits, including bonuses. Under the Directors’ letters of appointment, the appointment is terminable by either party on three months’ written notice, such notice not to expire prior to the first anniversary of Admission. Save as set out in this Part 9: Additional Information, there are no existing or proposed service agreements or letters of appointment between any Director and the Company or any Group Company providing for benefits upon termination of employment. 7.3 The aggregate of the remuneration payable and benefits in kind to be granted by the Company to the Directors under the arrangements in force at the date of this document is £190,000 per annum.

8 THE COMPANY AND ITS SUBSIDIARIES 8.1 The Company is the holding company of the Group and has the following principal subsidiaries:

Country of registration or Name incorporation Principal activity P1 Hospital Holdings Limited England Borrower and group finance company P1 Lisson Limited England Property holding company Thomas Rivers Ltd England Property holding company P1 Downs Ltd England Property holding company P1 Oaklands Ltd England Property holding company P1 Ashstead Ltd England Property holding company P1 Pinehill Ltd England Property holding company P1 Euxton Ltd England Property holding company P1 Duchy Ltd England Property holding company P1 Fulwood Ltd England Property holding company P1 New Hall Ltd England Property holding company P1 Midlands Ltd England Property holding company P1 Fitzwilliam Ltd England Property holding company P1 Springfield Ltd England Property holding company P1 Rowley Ltd England Property holding company P1 Winfield Ltd England Property holding company P1 Oaks Ltd England Property holding company P1 Reading Ltd England Property holding company P1 Rivers Ltd England Property holding company

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c109953pu080 Proof 5: 29.5.14_22:04 B/L Revision: 0 Operator AllS Country of registration or Name incorporation Principal activity P1 Yorkshire Ltd England Property holding company P1 Woodland Ltd England Property holding company P1 Mt Stuart Ltd England Property holding company P1 Renacres Ltd England Property holding company P1 Theme Parks Limited England Borrower a group ﬁnance company P1 ATP Limited England Property holding company P1 ATH Limited England Property holding company P1 MTL Limited England Property holding company P1 WC Limited England Property holding company P1 TP Limited England Property holding company P1 HP Limited England Property holding company 8.2 The above companies are all directly or indirectly wholly owned by the Company and have their registered ofﬁce at Cavendish House, 18 Cavendish Square, London W1G 0PJ.

9 THE CITY CODE

9.1 Mandatory takeover bids The City Code applies to all takeover and merger transactions in relation to the Company, and operates principally to ensure that shareholders are treated fairly and are not denied an opportunity to decide on the merits of a takeover and that shareholders of the same class are afforded equivalent treatment. The City Code provides an orderly framework within which takeovers are conducted and the Panel on Takeovers and Mergers has now been placed on a statutory footing. The City Code is based upon a number of General Principles which are essentially statements of standards of commercial behaviour. General Principle One states that all holders of securities of an offeree company of the same class must be afforded equivalent treatment and if a person acquires control of a company, the other holders of securities must be protected. This is reinforced by Rule 9 of the City Code which requires a person, together with persons acting in concert with him, who acquires shares carrying voting rights which amount to 30 per cent. or more of the voting rights to make a general offer. ‘‘Voting rights’’ for these purposes means all the voting rights attributable to the share capital of a company which are currently exercisable at a general meeting. A general offer will also be required where a person who, together with persons acting in concert with him, holds not less than 30 per cent. but not more than 50 per cent. of the voting rights, acquires additional shares which increase his percentage of the voting rights. Unless the Panel consents, the offer must be made to all other shareholders, be in cash (or have a cash alternative) and cannot be conditional on anything other than the securing of acceptances which will result in the offeror and persons acting in concert with him holding shares carrying more than 50 per cent. of the voting rights. There are not in existence any current mandatory takeover bids in relation to the Company.

9.2 Squeeze out Section 979 of the Act provides that if, within certain time limits, an offer is made for the share capital of the Company, the offeror is entitled to acquire compulsorily any remaining shares if it has, by virtue of acceptances of the offer, acquired or unconditionally contracted to acquire not less than 90 per cent. in value of the shares to which the offer relates and in a case where the shares to which the offer relates are voting shares, not less than 90 per cent. of the voting rights carried by those shares. The offeror would effect the compulsory acquisition by sending a notice to outstanding shareholders telling them that it will compulsorily acquire their shares and then, six weeks from the date of the notice, pay the consideration for the shares to the Company to hold on trust for the outstanding shareholders. The consideration offered to shareholders whose shares are compulsorily acquired under the Act must, in general, be the same as the consideration available under the takeover offer.

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c109953pu080 Proof 5: 29.5.14_22:04 B/L Revision: 0 Operator AllS 9.3 Sell out Section 983 of the Act permits a minority shareholder to require an offeror to acquire its shares if the offeror has acquired or contracted to acquire shares in the Company which amount to not less than 90 per cent. in value of all the voting shares in the Company and carry not less than 90 per cent. of the voting rights. Certain time limits apply to this entitlement. If a shareholder exercises its rights under these provisions, the offeror is bound to acquire those shares on the terms of the offer or on such other terms as may be agreed.

10 NOTIFICATIONS OF SHAREHOLDINGS The provisions of DTR 5 will apply to the Company and its Shareholders once its shares are admitted to AIM. DTR 5 sets out the notification requirements for Shareholders and the Company where the voting rights of a Shareholder exceed, reach or fall below the threshold of 3 per cent. and each 1 per cent. thereafter up to 100 per cent. DTR 5 provides that disclosure by a Shareholder to the Company must be made within two trading days of the event giving rise to the notification requirement and the Company must release details to a regulatory information service as soon as possible following receipt of a notification.

11 MATERIAL CONTRACTS The following are the only contracts (not being contracts entered into in the ordinary course of business) which have been entered into by members of the Group in the two years immediately preceding the date of this document or which are expected to be entered into prior to Admission and which are, or may be, material or which have been entered into at any time by any member of the Group and which contain any provision under which any member of the Group has any obligation or entitlement which is, or may be, material to the Group as at the date of this document:

11.1 Share Purchase Agreement On 21 May 2014, the Company entered into a sale and purchase agreement with Prestbury 1 LP and P1 Nominee, pursuant to which the Company issued 81,908,718 Ordinary Shares (at an issue price of £1 per Ordinary Share) to P1 Nominee (as nominee for Prestbury 1 LP) in consideration for the transfer of the entire issued share capital of Hospital Holdings to the Company. Prestbury 1 LP provided customary representations in connection with rights to sell and transfer the beneﬁcial interest in the entire issued share capital of Hospital Holdings; and P1 Nominee provided customary representations in connection with rights to sell and transfer the legal interest in the entire issued share capital of Hospital Holdings.

11.2 Placing Agreement Please see the summary of the Placing Agreement in paragraph 3 of Part 8: Details of the Placing.

11.3 Independent Director Lock-In Deeds Each of the Independent Directors has entered into an Independent Director Lock-In Deed pursuant to which he has agreed, subject to certain exceptions, that he will not, and will procure that his connected persons will not, subject to certain exemptions, without the prior written consent of the Company and Oriel during the period from (and including) the date of Admission until the ﬁrst anniversary of Admission dispose of any of the Shares that he holds at Admission (the Lock-In Period).

Subject to certain exceptions, from the end of the Lock-In Period until the second anniversary of Admission, each of the Independent Directors has agreed that he will, and will procure that his connected persons will, effect any disposal of Shares in such a manner as Oriel Securities may in its discretion determine with a view to maintaining an orderly market in the Shares.

Amongst other things, the restrictions on disposals of Shares by an Independent Director cease to apply when that Independent Director ceases to be a director of the Company.

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c109953pu080 Proof 5: 29.5.14_22:04 B/L Revision: 0 Operator AllS 11.4 Prestbury Director Lock-In Deeds Each of Mike Brown and Sandy Gumm has entered into a Prestbury Lock-In Deed pursuant to which he or she has agreed, subject to certain exceptions, that he or she will not, and will procure that his connected persons will not, without the prior written consent of the Company and Oriel Securities: (i) dispose of any of the Shares held by him or her at Admission before the ﬁrst anniversary of Admission; (ii) dispose of more than 50 per cent. of the Shares held by him or her at Admission before the date falling 18 months following Admission; and (iii) dispose of more than 75 per cent. of the Shares held by him or her at Admission before the second anniversary of Admission (the Lock-In Period).

Subject to certain exceptions, from the end of the Lock-In Period until the earlier of (a) three years following Admission; and (b) the date on which the Company ceases to be a close company for the purposes of Part 12 of the CTA 2010 (subject to a minimum period of 24 months following Admission), each of Mike Brown and Sandy Gumm has agreed that he or she will, and will procure that his or her connected persons will, effect any disposal of Shares in such a manner as Oriel Securities may in its discretion determine with a view to maintaining an orderly market in the Shares.

Amongst other things, the restrictions on disposals of Shares by a Prestbury Director cease to apply when that Prestbury Director ceases to be a director of the Company, provided that he or she has also ceases to be a member, shareholder, ofﬁcer, employee of, or consultant or adviser to the Investment Adviser.

11.5 Investor Lock-In Deeds Each Substantial Existing Investor, Prestbury Investment Holdings Limited and West Coast Capital Holdings Limited has entered into an Investor Lock-In Deed pursuant to which it has agreed, subject to certain exceptions, that it will not, and will procure that its connected persons will not, without the prior written consent of the Company and Oriel: (i) dispose of any of the Shares held by it at Admission before the ﬁrst anniversary of Admission; (ii) dispose of more than 50 per cent. of the Shares held by it at Admission before the date falling 18 months following Admission; and (iii) dispose of more than 75 per cent. of the Shares held by it at Admission before the second anniversary of Admission (the Lock-In Period).

Subject to certain exceptions, from the end of the Lock-In Period until the earlier of (a) three years following Admission; and (b) the date on which the Company ceases to be a close company for the purposes of Part 12 of the CTA 2010 (subject to a minimum period of 24 months following Admission), each of the Substantial Existing Investors has agreed that it will, and will procure that its connected persons will, effect any disposal of Shares in such a manner as Oriel Securities may in its discretion determine with a view to maintaining an orderly market in the Shares.

11.6 Orderly Market Deeds Each Other Existing Investor has entered into an Orderly Market Deed pursuant to which it has agreed, subject to certain exceptions, for the period from Admission until the earlier of (a) three years following Admission; and (b) the date on which the Company ceases to be a close company for the purposes of Part 12 of CTA 2010 (subject to a minimum period of 12 months following Admission), that it will, and will procure that its connected persons will, effect any disposal of Shares in such a manner as Oriel Securities may in its discretion determine with a view to maintaining an orderly market in the Shares.

11.7 Investment Advisory Agreement On 30 May 2014, the Company, Prestbury, Gallium and Prestbury Incentives Limited entered into the Investment Advisory Agreement, pursuant to which Prestbury has been appointed by the Company and, for the period from Admission until the termination of the Interim AIFM Agreement, by Gallium, to provide or procure the provision of investment advisory and certain other services. The Investment Advisory Agreement is conditional on Admission taking place on or before 5.30 p.m. on 30 June 2014.

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c109953pu080 Proof 5: 29.5.14_22:04 B/L Revision: 0 Operator AllS 11.7.1 Exclusivity Prestbury has agreed that, for the exclusivity period set out below, it will not and it will procure that: * its members; * its affiliates; * PIHL; * Prestbury 1 LP; * Prestbury General Partner LP; and * any entity controlled by any of the foregoing that either carries on activities similar to Prestbury or is in a business of making investments and has investment objectives similar to the Company’s investment strategy, (the ‘‘Excluded Persons’’) will not, without the prior written consent of the Company, commence marketing or act as the source of transactions or provide advisory services similar to those provided to the Company for any entity with substantially the same investment strategy as the Company, except in relation to the following: * Prestbury may provide advisory and management services to a number of existing investment structures. These entities are: Prestbury 1 LP; Prestbury General Partner LP, in its capacity as the general partner of Prestbury 1 LP; Max Property Group Plc and its subsidiary undertakings; Prestbury Wentworth Holdings Limited and its subsidiary undertakings; Prestbury Hotel Holdings Limited and its subsidiary undertakings; PSX Holdings Limited and its subsidiary undertakings; and Holetown Group Limited and its subsidiary undertakings, Holetown Partnership and BM Holdco Limited; and * Prestbury may provide advisory and management services to any entity which operates an investment strategy which is different from the investment strategy of the Company. These exceptions are subject to a requirement that Prestbury offers new investments that fall within the Company’s investment strategy (subject to limited exceptions) to the Company. This is discussed further below. The exclusivity period referred to above lasts for the term of the Investment Advisory Agreement (details of which are set out below). In addition to the exclusivity arrangements set out above, Prestbury has agreed that, during the exclusivity period, it will offer (and will procure that any Excluded Person also offers) to the Company any investment opportunity which is offered to it and which falls within the Company’s investment strategy. The Board is required to notify Prestbury, within five business days of receipt of information which is sufficient to enable it to take a decision as to whether to pursue the investment opportunity, if it determines that the Company should pursue such investment opportunity. In the absence of service of such notice, Prestbury may pursue such investment opportunity itself. There are also certain limited exceptions to this arrangement, namely: * if the Board notifies Prestbury (by way of a revocable notice) that it has invested all of the funds available to it or that it has insufficient funds to pursue the investment opportunity, then Prestbury (or an Excluded Person) may pursue that opportunity; * if the investment opportunity relates to additions to investments currently held by Prestbury 1 LP, Prestbury General Partner LP (in its capacity as the general partner of Prestbury 1 LP), Max Property Group Plc or any of the other investment structures referred to above (such as extensions to assets already within those entities’ existing portfolio or properties adjacent to existing properties within that portfolio), Prestbury is not required to offer the investment opportunity to the Company; or * if the investment opportunity has a gross property asset value of less than or equal to £10 million (adjusted annually in line with RPI, but subject always to a minimum of £10 million), Prestbury is not required to offer the investment opportunity to the Company.

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c109953pu080 Proof 5: 29.5.14_22:04 B/L Revision: 0 Operator AllS 11.7.2 Advisory fee The Investment Advisory Agreement provides for the cash payment by the Company to Prestbury of an advisory fee based on a percentage (on a sliding scale) of EPRA NAV (calculated on the last day of each quarter and payable quarterly in arrears) as follows: * 1.25 per cent. of the Group’s EPRA Net Asset Value up to £500 million; plus * 1.00 per cent. of the Group’s EPRA Net Asset Value of more than £500 million up to £1 billion; plus * 0.75 per cent. of the Group’s EPRA Net Asset Value in excess of £1 billion, plus VAT as applicable.

11.7.3 Performance Fee The Company shall pay a performance fee in respect of each Accounting Period in which a performance fee is earned. The performance fee is calculated annually as the lesser of 20 per cent. of: * the Excess Shareholder Return minus the Hurdle with the balance multiplied by the time weighted number of Shares in issue during the Accounting Period in respect of which the performance fee is calculated; and * the Total Shareholder Return minus the relevant High Water Mark with the balance multiplied by the time weighted number of Shares in issue during the Accounting Period in respect of which the performance fee is calculated. The Investment Advisory Agreement contains provisions to adjust the calculation of the performance fee in certain circumstances. These circumstances include adjustments to take account of corporate actions that entail changes to the Company’s share capital, such as consolidations, sub-divisions or bonus issues or other restructurings or reorganisations affecting its share capital. The performance fee will be settled as follows: * in cash in respect of the VAT element; and * as to the balance, by the allotment to a wholly-owned subsidiary of Prestbury, Prestbury Incentives Limited, of such number of new Shares credited as fully paid as is equal to the performance fee (net of VAT) divided by the Average Closing Price for the ﬁnancial year to which the fee relates (rounded down to the nearest whole Share). Where the performance fee is to be settled by the issue of Shares, the Company will obtain a valuation of the non-cash consideration for the allotment of those Shares in accordance with s.596 of the Act. If the settlement of the performance fee in Shares would be prohibited by applicable law or by the AIM Rules or would result in a member of the Concert Party incurring an obligation to make an offer under Rule 9 of the City Code, or if the Company fails to obtain a valuation of the non-cash consideration for the allotment of the relevant Shares where it is required to do so, the performance fee will be settled in cash. The Independent Directors may, within a period of 30 days following the third anniversary of Admission, propose amendments to the performance fee arrangements having regard to any appropriate market comparatives. The Independent Directors and Prestbury will then consult acting reasonably for up to 30 days to attempt to agree the revised performance fee arrangements. If no agreement is reached, Prestbury may terminate the agreement. For the purposes of this paragraph 11.7: Accounting Period means the period commencing on the date of Admission and ending on 31 December 2014 and thereafter each successive period of twelve calendar months each of which starts on the end of the preceding Accounting Period and ends at midnight on 31 December in each year throughout the term and, in the last year of the term, the period which starts on the expiry of the immediately preceding Accounting Period and which ends at midnight on the date of termination of the Investment Advisory Agreement;

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c109953pu080 Proof 5: 29.5.14_22:04 B/L Revision: 0 Operator AllS Average Closing Price means the average of the daily closing middle market quotations of a Share (as adjusted to exclude any dividend which is included in such quotations if the shares are ex that dividend) on each dealing day for the Accounting Period in respect of which the performance fee is payable as derived from the London Stock Exchange Daily Official List; Excess Shareholder Return means (i) for the first Accounting Period (commencing on Admission), the difference between Total Shareholder Return for such period and the Opening NAV; and (ii) in respect of each subsequent Accounting Period, the difference between the Total Shareholder Return for such period and the Historic Return as at the end of the previous Accounting Period; High Water Mark means an amount equal to the Historic Return at the end of the Accounting Period in respect of which a performance fee was last payable or, if no performance fee has been earned previously, Opening NAV; Historic Return means in respect of an Accounting Period, the sum of the Group’s NAV at the end of the Accounting Period plus the total of all dividends and other distributions made to Shareholders from Admission to the end of the relevant Accounting Period, divided by the time weighted average number of Shares in issue during the period from Admission to the end of the relevant Accounting Period; Hurdle means (i) for the first Accounting Period (commencing on Admission) a Total Shareholder Return of 10 per cent. per annum on Opening NAV and (ii) for each subsequent Accounting Period a Total Shareholder Return of 10 per cent. per annum on the Historic Return as at the end of the previous Accounting Period; Opening NAV means the Group’s NAV on a per Share basis as set out in the pro forma statement of net asset value set out in Part 4 of this document as adjusted for any variation in the amount of the equity issue taking place at Admission and relevant costs to the extent not reflected in the pro forma; and Total Shareholder Return means in respect of an Accounting Period, the sum of the Group’s NAV at the end of the Accounting Period plus the total of all dividends and other distributions made to Shareholders since Admission divided by the time weighted average number of Shares in issue during the period from Admission to the end of the Accounting Period. Prestbury Incentives Limited agrees not to, and Prestbury agrees to procure that Prestbury Incentives Limited will not, dispose of any Shares delivered to it in settlement of the performance fee and it is agreed that any performance fee paid in cash will not be distributed, loaned or otherwise made available until: * as to one-third of the relevant Shares or cash, 18 months from the end of the Accounting Period in respect of which the relevant Shares were acquired or cash received; * as to a further one-third of the relevant Shares or cash, the date that is 30 months from the end of the relevant Accounting Period; and * as to the remaining one-third of the relevant Shares or cash, the date that is 42 months from the end of the relevant Accounting Period, provided that these restrictions will not apply to a disposal of Shares (or release of cash) (i) to pay tax arising in connection with receipt of the performance fee, (ii) pursuant to a takeover or sale of the Company recommended by the Board or where Prestbury is required by law to dispose of such Shares, (iii) on completion of a takeover or a sale which results in a change of control of the Company; or (iv) following the termination of the agreement other than following a material breach by Prestbury. 11.7.4 Expenses The Company (or such other member of the Group to which the relevant cost relates) will be responsible for any costs and expenses incurred on its behalf by Prestbury. Such expenses include all costs and expenses properly incurred in connection with the establishment of any member of the Group. The Company will also be responsible for: costs incurred in connection with the administration, operation and business of the Group, including legal, auditors’, valuers’ and external consultants’ fees; bank charges and

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c109953pu080 Proof 5: 29.5.14_22:04 B/L Revision: 0 Operator AllS borrowing costs; costs and expenses (including stamp duties, stamp taxes and professional fees) of holding, financing, monitoring and disposing of investments; costs of abortive transactions; insurance costs; and all travel costs and out-of-pocket expenses properly incurred by Prestbury in providing services pursuant to the Investment Advisory Agreement. 11.7.5 Appointment of directors During the term of the Investment Advisory Agreement, Prestbury will have the right to appoint one director to the Board. In addition, for so long as Prestbury and certain related entities and individuals hold more than 21,654,569 Shares, Prestbury will have the right to appoint a further two directors to the Board. Such appointees are subject to the approval of the Independent Directors, not to be unreasonably withheld. No such director will be entitled to receive any fees from the Company in respect of the appointment. Prestbury is also required, at the request of the Company, to appoint at least two persons to act as directors of the Company’s subsidiaries. 11.7.6 Delegated authority Prestbury has full power and authority to investigate, negotiate or execute, or require any member of the Group to execute, certain transactions, being: * an asset acquisition by the Group with a value not exceeding a net asset value of £10 million and a gross asset value of £20 million; * a disposal of an asset with an impact not exceeding a net asset value of £10 million and a gross asset value of £20 million; and * a financing or refinancing opportunity in respect of an investment opportunity or an existing investment in which the Group proposes to invest or has invested with an impact not exceeding a net asset value of £10 million and a gross asset value of £20 million. Unless authorised by the Company, Prestbury may not act on behalf of the Company or any relevant Group company in relation to: * any transaction which involves structural or financial terms which are unusual in the context of transactions of that type and/or are likely to have a material effect on the risk profile of the Group; and * any transaction in which the counterparty is Max Property Group or an ‘‘Excluded Person’’ (as referred to above). 11.7.7 Advisory services The Company has appointed Prestbury to provide advisory services to the Company including: * advising on appropriate amendments to the Company’s investment strategy; * identifying suitable investment opportunities for acquisition which are consistent with the Company’s investment strategy; * identifying and recommending to the Board as appropriate the recommended timing and terms of any disposals; * preparing investment appraisals in relation to each investment opportunity; * identifying and introducing potential buyers and sellers for investments; * recommending deposits where the Group holds cash; * identifying providers of debt funding and hedging arrangements and assisting in negotiating the terms of such arrangements having regard to the Company’s financing policies; * advising on the terms of appointment and co ordinating with third party advisers to conduct due diligence on proposed acquisitions; * preparing financial analysis on any potential acquisition and reporting to the Board on its recommendations as to the acceptability as an appropriate investment by the Group in light of the Company’s investment strategy; * recommending valuers and hedging specialists to the Company; and

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c109953pu080 Proof 5: 29.5.14_22:04 B/L Revision: 0 Operator AllS * negotiating contractual documents with buyers, sellers and providers of finance and liaising with third party advisers in the negotiation thereof. 11.7.8 Other services Prestbury will provide further services to the Company including: * financial administration; * providing quarterly board reports to the Company, including, inter alia, a narrative report on general market conditions, potential purchases or disposals, financial statements and a summary report regarding each property in which the Group is interested; * preparing the Company’s statutory accounts and interim reports; * co ordinating and supervising the Company’s auditors in relation to the audit of the statutory accounts; * co ordinating and liaising with the Company’s other advisers; * co ordinating and liaising with Shareholders and the Company’s nominated adviser; * overseeing tax and regulatory compliance; * ensuring the secretary maintains and keeps up to date the statutory registers of the Company and other members of the Group and makes necessary filings; * negotiating appropriate corporate insurances including ‘‘key man’’ insurance (if required); and * compliance with financial arrangements. In addition, Prestbury will provide services to the Company’s subsidiaries or other entities in which the Company has a direct or indirect interest including: * preparing quarterly reports on property management services; * liaising with and providing financial information to such entities’ auditors; * overseeing tax and regulatory compliance; * managing property inspection, tenant liaison and property management transactions; * advising and consulting as to the appointment of rent review surveyors and overseeing the execution of rent reviews; * advising on any works required to enhance capital values and/or rental growth; * advising in connection with the development, refurbishment and construction of properties; and * compliance with financial arrangements. 11.7.9 Indemnity The Company has provided a customary indemnity to Prestbury in respect of any claims arising out of the Investment Advisory Agreement, subject to certain exceptions, and the Company has received an equivalent indemnity from Prestbury in return. 11.7.10Term and termination The Investment Advisory Agreement continues in force until the earlier of the date falling eight years following Admission and the date of the winding up of the Company. The Company may terminate the agreement (and accordingly the appointment of Prestbury) where: * Prestbury is in material breach of the agreement and insofar as that breach is capable of remedy, fails to remedy such breach within 30 business days of being requested to do so; * Prestbury is prohibited by law or regulation from performing its duties under the Investment Advisory Agreement, subject to Prestbury having 60 days following any relevant change in law or regulation which would otherwise enable to Company to terminate the Investment Advisory Agreement to become compliant with such changed relevant law or regulation (to the reasonable satisfaction of the Company);

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c109953pu080 Proof 5: 29.5.14_22:04 B/L Revision: 0 Operator AllS * either or both of Nick Leslau or Mike Brown ceases to be a member of Prestbury, ceases to be significantly involved with the services described above, dies, becomes mentally ill or becomes permanently incapacitated and a suitable replacement has not been proposed by Prestbury within six months or has not been appointed within nine months; * Prestbury becomes insolvent; * a change of control of the Company occurs; or * Nick Leslau and Mike Brown cease to hold between them (directly or indirectly) at least 40 per cent. of the membership interests in Prestbury (or in any permitted assignee), except where this is as a result of the relevant individual having died, become permanently incapacitated or being mentally ill. Prestbury may terminate the agreement where: * the Company becomes insolvent; * the Company or any subsidiary is in material breach of the agreement and insofar as that breach is capable of remedy, it fails to remedy such breach within 30 business days of being requested to do so; or * a change of control of the Company occurs. Where the term of the Investment Advisory Agreement comes to an end or the Investment Advisory Agreement is terminated, Prestbury is entitled to payment of an aggregate amount equal to the accrued and unpaid advisory fee and/or performance fee payable for the period prior to the termination date. Where the Investment Advisory Agreement is terminated at the option of the Company because of a change of control of the Company or Prestbury being prohibited by law or regulation from performing its duties then, in addition to any outstanding advisory fee due in respect of any period prior to the termination, Prestbury is entitled to a termination payment calculated as a multiple of the advisory fee payable for the quarter immediately before the termination. Where the termination is made at the option of the Company as a result of a change of control of the Company then, where the termination occurs during the first five years following Admission (the ‘‘Initial Period’’), the termination payment is six times the prior quarter’s advisory fee, and where the termination occurs after the Initial Period, the termination payment is four times the prior quarter’s advisory fee. Where the termination is made at the option of the Company as a result of a change of law or regulation preventing the performance of Prestbury’s obligations, then where the termination occurs during the Initial Period, the termination payment is three times the prior quarter’s advisory fee, and where the termination occurs after the Initial Period, the termination payment is two times the prior quarter’s advisory fee. 11.7.11Insurance and ‘‘key man’’ provisions Except in limited circumstances, Prestbury is to maintain at all times during the period of the agreement professional indemnity insurance of not less than £5,000,000 per calendar year in aggregate. Prestbury is also required to maintain a run off policy in relation to that cover following termination of the agreement for six years following such termination, unless the Company is wound up first. In the event that either Nick Leslau or Mike Brown ceases (for whatever reason) to be a member of Prestbury then the Company shall, at all times following such cessation, maintain a key man insurance policy in respect of whichever of the two remains a member of not less than £1,000,000. The Company will be the named insured under the policy until a replacement is appointed. If either or both of Nick Leslau and Mike Brown dies, becomes unable to discharge his duties under the Investment Advisory Agreement because of physical or mental illness or injury, ceases to be significantly involved in the provision of the services described above or ceases to be a member of Prestbury, then Prestbury must use all its reasonable endeavours to find one or more suitable replacements as soon as reasonably practicable, and in any event so that the replacement or replacements are proposed to the Company within six

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c109953pu080 Proof 5: 29.5.14_22:04 B/L Revision: 0 Operator AllS months. The replacement or replacements must be appointed within nine months. The Company has a right of approval (not to be unreasonably withheld or delayed) in respect of any replacement. If the Investment Adviser has not proposed a suitable replacement or replacements within six months or has not appointed a replacement or replacements within nine months, then the Company may, if it wishes, terminate the Investment Advisory Agreement.

11.7.12Prestbury Incentives Limited A wholly owned subsidiary of Prestbury, Prestbury Incentives Limited, is a party to the Investment Advisory Agreement. Prestbury Incentives Limited agrees to supervise the provision by Prestbury of its services under the agreement and, in consideration for so doing, is entitled to receive the performance fee.

11.7.13Interaction of the Investment Advisory Agreement with the Interim AIFM Agreement For the duration of the Interim AIFM Agreement (as described in paragraph 11.8 of this Part 9), Prestbury will be responsible for the provision of its services to Gallium (in its capacity as Interim AIFM) alongside the Company. During this period, Gallium will have rights to receive reports and information from Prestbury in relation to the provision of services under the Investment Advisory Agreement and will have certain other rights. Gallium will cease to be responsible for the appointment of Prestbury once the Company becomes authorised by the FCA (or otherwise once the Interim AIFM Agreement is terminated). In the event that the Interim AIFM Agreement is terminated prior to the Company receiving FCA authorisation, the Company is required to take all reasonable endeavours to ensure that a replacement Interim AIFM is appointed.

11.8 Interim AIFM Agreement On 30 May 2014, the Company and Gallium entered into the interim AIFM Agreement in respect of the provision of alternative investment fund management services to the Company as interim AIFM until such time as the Company becomes authorised by the FCA. Amongst other things, Gallium shall be responsible for, portfolio and risk management, appointment of an appropriately authorised depository, monitoring, due diligence, identifying and monitoring conflicts of interest, appointing valuation experts to measure the Company’s NAV and reporting to the FCA. Gallium is also responsible for continuing compliance with the requirements of the AIFMD. The Board has expressly retained the right to make final decisions relating to investment decisions, execution contracts, changes to the Company’s investment policy, issues of shares, litigation, determination of matters which require shareholder approval, approval of transactions outside the Company’s ordinary course of business, financial reporting and public relations. The Company has agreed to pay Gallium a fee of £5,000 per month in consideration for its services and reimburse Gallium for reasonable third party expenses. Either party may terminate the Interim AIFM Agreement at its discretion upon three months’ notice. The agreement is also terminable by either party with immediate effect in certain limited circumstances (including, in the case of the Company, upon it becoming appropriately authorised by the FCA). Save for certain customary exceptions set out in the Interim AIFM Agreement, the Company has agreed to indemnify Gallium and its directors, officers and employees for any losses incurred by them as a result of it carrying out the services under the Interim AIFM Agreement.

11.9 Commitment Agreement On 29 May 2014, the Company, the Existing Investors and others entered into the Commitment Agreement in order to subsidise (in whole or in part) the Company’s payment of the advisory fee to Prestbury under the terms of the Investment Advisory Agreement during the period from Admission to 10 July 2016.

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c109953pu080 Proof 5: 29.5.14_22:04 B/L Revision: 0 Operator AllS Pursuant to the Commitment Agreement, each Existing Investor (or its associate) has agreed to subscribe for one Share per quarter for the period between Admission and 10 July 2016 (amounting to an aggregate of 54 Shares during the term of the Commitment Agreement). The total subscription price payable by the Existing Investors for the Shares to be issued to them in a quarter is equal to the advisory fee payable by the Company to Prestbury in respect of that quarter (subject to a maximum aggregate subscription price of £1,321,244 per quarter, pro-rated for the period from 1 July 2016 to 10 July 2016).

11.10 Disaggregation Agreement On 29 May 2014, the Company and the Substantial Existing Investors entered into the Disaggregation Agreement pursuant to which each of the Substantial Existing Investors has agreed, inter alia, to transfer such number of Shares that it holds to such of its connected persons on or prior to 30 September 2014 as is necessary to ensure that, with effect from such time, neither it nor its connected persons are a direct shareholder in the Company and a holder of excessive rights for the purposes of Section 553 of the CTA 2010.

11.11 Nomad and Broker Agreement On 30 May 2014, Oriel Securities entered into a nominated adviser and broker agreement with the Company and the Directors, pursuant to which the Company has appointed Oriel Securities to act as nominated adviser and broker to the Company in relation to Admission and thereafter (the ‘‘Nomad and Broker Agreement’’). The Nomad and Broker Agreement is terminable by either party upon written notice. Oriel Securities is to receive a fee of £65,000 (excluding VAT) per annum for the services rendered by it. The Nomad and Broker Agreement contains an indemnity given by the Company to Oriel Securities, is conditional on Admission occurring and provides, amongst other things, that the Company undertakes to comply with the AIM Rules.

11.12 Leisure Facility Agreement P1 Theme Parks Limited and P1 HP Limited have entered into a facility agreement as borrower with the Bank of Scotland PLC as Agent for a syndicate of lenders and with certain other Group companies as guarantors dated 16 July 2007 (as amended on 5 August 2010 and 20 May 2014, which amendment shall take effect on Admission). The facility agreement provides three facilities of: * £342,300,000 (‘‘Leisure Facility A’’); * £124,500,000 (‘‘Leisure Facility B’’); and * £93,500,000 (‘‘Leisure Facility C’’), together the ‘‘Leisure Facilities’’, of which £554,333,786 is outstanding as at the date of Admission. The base currency of the Leisure Facilities is pounds sterling, but the facilities may be drawn down in an optional currency, under certain speciﬁed circumstances. An original amount of c72,343,436 (£48,397,759 at a conversion rate of 0.669) was drawn down in July 2007. As at 30 September 2013 an amount of c67,982,804 (£56,969,590 at a conversion rate of 0.838) was outstanding. The Leisure Facilities are repayable in full on the tenth anniversary of the ﬁrst drawdown date. The interest rate is (i) 1.30 per cent. per annum above LIBOR/EURIBOR and mandatory costs for Leisure Facility A, (ii) 1.65 per cent. per annum above LIBOR/EURIBOR and mandatory costs for Leisure Facility B, and (iii) 2.65 per cent. per annum above LIBOR/ EURIBOR and mandatory costs for Leisure Facility C. The rate of any interest payable is increased by 2 per cent. per annum for overdue amounts or if an event of default has arisen. The following fees are or were payable in relation to the Leisure Facilities: commitment fees, arrangement fees, and syndication fees. The facility agreement includes mandatory prepayment provisions in relation to illegality, net cash proceeds, cash sweep and change of control/ownership. It also includes a mechanism for voluntary prepayments and automatic cancellation of undrawn amounts.

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c109953pu080 Proof 5: 29.5.14_22:04 B/L Revision: 0 Operator AllS The facility agreement contains customary events of default, representations, warranties, covenants and undertakings for a loan agreement of this type. Amongst other things, there is an event of default if an entity controlled by Nick Leslau and/or Mike Brown ceases to act as investment adviser for the Group. The Leisure Facilities are secured by (i) an English law Security Agreement containing first priority legal mortgages, first priority fixed charges and floating charges, (ii) a German law Security Purpose Agreement relating to Land Charges and, (iii) a German law Global Assignment Agreement. The facilities also include parallel debt obligations for the purposes of taking and the continuing validity of the German security. The facility agreement also contains restrictions on the power of the obligors to assign or transfer their rights and obligations under the finance documents and restrictions on changes of control. There are no restrictions on the rights of lenders to assign or transfer their rights, provided that such transfer is made to a bank, financial institution, securitisation vehicle, trust fund or other similar entity. Hedging arrangements were entered into with HBOS Treasury Services Plc in respect of the Leisure Facilities on the same date as the facility agreement was executed. P1 Theme Parks Limited and P1 HP Limited are required to maintain bank accounts which are used for the flow of funds relating to the facility agreement and the hedging arrangements. Pursuant to an amendment agreement dated 20 May 2014, a number of consents and waivers were issued relating to changes of ownership, accounting reference date and other matters connected with Admission and the Placing.

11.13 Healthcare Facility Agreement with Bank of Scotland PLC Hospital Holdings entered into a facility agreement as borrower with the Bank of Scotland PLC as lender and with certain other Group companies as guarantors dated 14 May 2007 (as amended and restated on 20 May 2014, which amendment shall take effect on Admission). The facility agreement provides three facilities of: * £373,171,729 (‘‘Healthcare Facility A’’); * £169,629,713 (‘‘Healthcare Facility B’’); and * £66,118,798 (‘‘Healthcare Facility C’’), representing a total commitment of £608,920,240 all of which is outstanding as at the date of Admission (together the ‘‘Healthcare Facilities’’). The currency of the Healthcare Facilities is pounds sterling. The Healthcare Facilities are repayable in full on the tenth anniversary of the ﬁrst drawdown date. The interest rate is (i) 1.30 per cent. per annum above LIBOR for Healthcare Facility A, (ii) 1.65 per cent. per annum above LIBOR for Healthcare Facility B and (iii) 3.15 per cent. per annum above LIBOR for Healthcare Facility C. The rate of any interest payable is increased by 2 per cent. per annum for overdue amounts or if an event of default has arisen. The following fees are or were payable in relation to the Healthcare Facilities: commitment fees, arrangement fees, agency fees, exit fees, covenant release fees (£11,850,000 becoming due on Admission and being payable in quarterly instalment of £911,538 in arrears on each Interest Payment Date with all amounts outstanding payable no later than on the Final Maturity Date), and structuring fees. The facility agreement includes mandatory prepayment provisions in relation to illegality and change of control/ownership. It also includes a mechanism for voluntary prepayments and automatic cancellations of undrawn amounts. The facility agreement contains customary events of default, representations, warranties, covenants and undertakings for a loan agreement of this type. Amongst other things, there is an event of default if an entity controlled by Nick Leslau and/or Mike Brown ceases to act as investment advisor for the Group.

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c109953pu080 Proof 5: 29.5.14_22:04 B/L Revision: 0 Operator AllS The Healthcare Facilities are secured by (i) an English law Security Agreement containing first priority legal mortgages, first priority fixed charges and floating charges, (ii) a Guernsey law Security Interest Agreement containing security interests in respect of the limited partnership agreement constituting the limited partnership known as UK Healthcare Limited Partnership Incorporated, and (iii) a Guernsey law Security Interest Agreement containing security interests in respect of all of the shares in UK Healthcare Partners (General Partner) Limited and related rights. The facility agreement also contains restrictions on the power of the obligors to assign or transfer their rights and obligations under the finance documents and restrictions on changes of control. The facility agreement also contains restrictions on the power of the obligors to assign or transfer their rights and obligations under the finance documents and restrictions on changes of control. Hedging arrangements were entered into with HBOS Treasury Services Plc in respect of the Healthcare Facilities on the same date as the facility agreement was executed. Hospital Holdings is required to maintain a bank account which are used for the flow of funds relating to the facility agreement and the hedging arrangements.

12 RELATED PARTY TRANSACTIONS The transactions referred to in note 21 to the consolidated ﬁnancial statements in Section B of Part 6 and note 17 in Section D of Part 6, the purchase of Hospitals Holdco pursuant to the share purchase agreement summarised in paragraph 11.1 of this Part 9 and entry into the Commitment Agreement, the Disaggregation Agreement and the Investment Advisory Agreement are the only related party transactions which, as a single transaction or in their entirety, are or may be material to the Company and have been entered into by the Company or any other member of the Group during the period commencing on 31 March 2010 and terminating immediately prior to the date of this document. Each of the transactions was concluded at arm’s length.

13 WORKING CAPITAL

The Directors are of the opinion (having made due and careful enquiry) that, after taking into AIM Sch account the ﬁnancing facilities available and the net proceeds of the Placing, the working capital of 2(c) the Group will be sufﬁcient for its present requirements, that is, for at least the period of 12 months from the date of Admission.

14 CORPORATE GOVERNANCE The Company is AIM listed, therefore it is not required to comply with the UK Corporate Governance Code. Nonetheless, the Directors recognise that it is in the best interests of the Company and its Shareholders to follow the UK Corporate Governance Code’s principles of corporate governance and risk controls appropriate for a company of its size along with the NAPF Corporate Governance Policy and Voting Guidelines for AIM Companies. The UK Corporate Governance Code provides that the board of directors of a UK public company should include an appropriate combination of executive and non-executive directors. Except in the case of larger companies, at least two members of the board, including the Chairman (to comprise of not less than one third of the Board) should be independent non-executive directors. The board should determine whether a director is independent in character and judgment and whether there are relationships or circumstances which are likely to affect, or could appear to affect, the director’s judgment taking into account the criteria of independence deﬁned in the UK Corporate Governance Code and the guidance in the NAPF AIM Policy. The Directors support high standards of corporate governance. The Company’s Board currently comprises seven non-executive directors. The Board has carefully considered the Directors’ independence and has determined that the Directors will discharge their duties in an independent manner. Leslie Ferrar, Jonathan Lane and Ian Marcus are considered by the Directors to be independent. Martin Moore, as Chairman of the Company, is deemed to be independent on appointment but, by virtue of his role as Chairman of the Company, is not deemed to be independent subsequently in terms of the UK Corporate Governance Code. However, Martin is independent of the Investment Adviser and included in the deﬁnition of Independent Directors.

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c109953pu080 Proof 5: 29.5.14_22:04 B/L Revision: 0 Operator AllS Nick Leslau, Sandy Gumm and Mike Brown are not considered to be independent because they are part of the Prestbury Team. Accordingly, on Admission, the Company will comply with the provisions of the UK Corporate Governance Code applicable to smaller companies that at least two members (comprising one third of the Board) should be independent non-executive directors. The Directors have adopted terms of reference for and have formed an audit committee, a nominations committee and a remuneration committee. In accordance with the NAPF AIM Policy a majority of the members of the audit committee and remuneration committee will be independent non-executive directors. It also requires that the audit committee and the remuneration committee comprise at least three (or in the case of small companies, two) independent non-executive directors. The Company fully complies with the foregoing requirements. The Company does not comply with the requirement of the UK Corporate Governance Code that a majority of the members of the nominations committee should be independent non-executive directors. The UK Corporate Governance Code recommends that the Board should appoint one of its independent non-executive directors to be the senior independent director (‘‘SID’’) to provide a sounding board for the Chairman and to serve as an intermediary for the other directors when necessary. The SID should be available to Shareholders if they have concerns that contact through the normal channels of chairman, chief executive or other executive directors has failed to resolve or for which such contact is inappropriate. The Company’s SID is Ian Marcus. The audit committee will meet at least two times a year at appropriate intervals in the financial reporting and audit cycle and otherwise as required. The committee consists of three members, being Leslie Ferrar, Jonathan Lane and Ian Marcus, all of whom are independent non-executive directors. In compliance with the UK Corporate Governance Code, Leslie Ferrar as Chairman of the Audit Committee has relevant financial experience. The audit committee has responsibility for, amongst other things, the planning and review of the Group’s annual report and accounts and half- yearly reports and the involvement of the Group’s auditors in that process. The committee focuses in particular on compliance with legal requirements, accounting standards and on ensuring that an effective system of internal financial control is maintained. The ultimate responsibility for reviewing and approval the annual report and accounts and the half-yearly reports remain with the Board. The terms of reference of the audit committee cover such issues as membership and the frequency of meetings, as mentioned above, together with the role of the secretary and the requirements of notice and the right to attend and quorum for meetings. The duties of the audit committee covered in the terms of reference are: financial reporting, internal controls and risk management systems, whistleblowing, internal audit, external audit and reporting responsibilities. The terms of reference also set out the authority of the committee to exercise its duties. The nominations committee will meet at least once a year and otherwise as required. The committee consists of three members. The chairman of the nominations committee must either be an independent director or the chairman of the Board (save when discussing his succession). Accordingly, Jonathan Lane has been appointed as chairman of the nominations committee, the other members being Mike Brown and Nick Leslau. The nominations committee considers the composition of the Board, retirements and appointments of additional and replacement directors and makes appropriate recommendations to the Board. The remuneration committee will meet at least once a year and otherwise as required. The committee consists of three members, being Ian Marcus (chairman of the remuneration committee), Leslie Ferrar and Martin Moore, all of whom are independent non-executive directors. The remuneration committee has responsibility for making recommendations to the Board on the Group’s policy on the remuneration of the Investment Adviser, having regard to the terms of the Investment Advisory Agreement. The terms of reference of the remuneration committee cover such issues as membership and frequency of meetings, as mentioned above, together with the role of secretary and the requirements of notice of and quorum for and the right to attend meetings. The duties of the remuneration committee covered in the terms of reference relate to the following: determining and agreeing with the Board a broad policy for any changes to the Investment Advisory Agreement, determining and monitoring policy on and setting level of remuneration, authorising claims for expenses, reporting and disclosure, and remuneration consultants. The terms of reference also set out the reporting responsibilities and the authority of the committee to exercise its duties.

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c109953pu080 Proof 5: 29.5.14_22:04 B/L Revision: 0 Operator AllS 15 LITIGATION No member of the Group is or has been involved in any governmental, legal or arbitration proceedings which may have, or have had during the 12 months preceding the date of this document, a significant effect on the Group’s financial position or profitability and, so far as the Directors are aware, there are no such proceedings pending or threatened against any member of the Group.

16 GENERAL 16.1 There has been no significant change in the financial or trading position of the Group since 30 September 2013, the date to which the interim financial information of the Group set out in Section D of Part 6 were prepared. 16.2 The estimated costs and expenses relating to the Placing (including those fees and commissions referred to in paragraph 3 of Part 8: Details of the Placing above) payable by the Company are estimated to amount to approximately £3.3 million. The total net proceeds of the Placing, after settling fees, will be £11.7 million. 16.3 The financial information set out in this document relating to the Group does not constitute statutory accounts within the meaning of section 434 of the Act. BDO LLP, chartered accountants of 2 City Place, Beehive Ring Road, Gatwick RH6 0PA have been appointed as the auditors of the Company since incorporation and have been the auditors of each of Hospital Holdings and the Company for the three financial years ended 31 March 2013 and have given unqualified audit reports on the statutory accounts of Hospital Holdings and the Company for those financial years within the meaning of section 495 of the Act. None of those reports contained any statements under section 498(2) or (3) of the Act. Statutory accounts of Hospital Holdings and the Company for each of the three financial years ended 31 March 2013 have been delivered to the Registrar of Companies in England and Wales pursuant to section 441 of the Act. 16.4 BDO LLP of 55 Baker Street, London, W1U 7EU has given and has not withdrawn its written consent to the inclusion in this document of its accountant’s reports in Section A and Section C of Part 6 of this document and the references to its report in the form and context in which it appears. The Reporting Accountants have no material interest in the Company. 16.5 Oriel Securities is registered in England and Wales under number 04373759 and its registered office is at 150 Cheapside, London EC2V 6ET. Oriel Securities is regulated by the Financial Conduct Authority and is acting in the capacity as nominated adviser and broker to the Company. 16.6 Oriel Securities has given and has not withdrawn its written consent to the issue of this document with the inclusion of its name and references to it in the form and context in which they appear. Oriel Securities is independent of the Investment Adviser and all of the Existing Investors. 16.7 CBRE has given and has not withdrawn its written consent to the issue of this document with the inclusion of its name and report in Part 5: Property Valuation Report and the references to its report in the form and context in which they appear. 16.8 Save as otherwise disclosed in this document there are no patents or other intellectual property rights, licences, industrial, commercial or financial contracts or new manufacturing processes which are material to the Group’s business or profitability. 16.9 Save as disclosed in paragraph 16.10 below, no person (excluding professional advisers otherwise disclosed in this document and trade suppliers) has: (a) received, directly or indirectly, from the Company within the 12 months preceding the date of application for Admission; or (b) entered into contractual arrangements (not otherwise disclosed in this document) to receive, directly or indirectly, from the Company on or after Admission, any of the following: (i) fees totalling £10,000 or more; (ii) securities in the Company with a value of £10,000 or more calculated by reference to the Placing Price; or

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c109953pu080 Proof 5: 29.5.14_22:04 B/L Revision: 0 Operator AllS (iii) any other benefit with a value of £10,000 or more at the date of Admission. 16.10 Mazars LLP received £26,000 plus VAT for accounting services in relation to Admission. Deloitte LLP received £26,800 plus VAT for advisory services in relation to the Group’s pre- Admission reorganisation. The Group expects to pay Deloitte LLP an annual fee of approximately £50,000 plus VAT in the 12 months following Admission for tax compliance services to be provided to the Group. 16.11 Conflicts of interest may arise in relation to the Prestbury Directors due to their interests in Prestbury and its group. However, it should be noted that the Prestbury Team is significantly invested in the Company, providing very strong alignment with the other Shareholders’ interests. Moreover, Prestbury has agreed to offer the Company exclusive access to all appropriate long term income transactions it sources during the term of its appointment as Investment Adviser. Similarly, conflicts of interest may arise as a result of the Independent Directors’ positions outside of the Group noted in paragraph 6 of this Part 9: Additional Information. Appropriate arrangements have been put in place to assist in the management of such conflicts and in ensuring there must be a majority of Independent Directors for a Board meeting to be quorate. The Independent Directors, and the Board as a whole, are independent of the Investment Adviser and any substantial shareholders, including the Prestbury Group. 16.12 In accordance with the AIM Rules the Company is required to manage its investments in accordance with its investment policy, which is set out in paragraph 2 of Part 1: Information on the Company and the Group. In accordance with the AIM Rules, the Company’s investment objective and policy may only be materially varied by seeking the prior consent of the Shareholders in a general meeting. 16.13 Typical investors in the Company are expected to be institutional and sophisticated investors and private clients.

17 DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents will be available for inspection during normal business hours on any day (except Saturdays, Sundays, bank and public holidays) free of charge to the public at the ofﬁces of the Company and at the ofﬁces of Berwin Leighton Paisner LLP, Adelaide House, London Bridge, London EC4R 9HA from the date of this document to the date one month from the date of Admission: (a) the reports and letters prepared by reporting accountants set out in Part 6 of this document; (b) the Property Valuation Report set out in Part 5 of this document; and (c) the Company’s articles of association.

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c109953pu080 Proof 5: 29.5.14_22:04 B/L Revision: 0 Operator AllS Part 10: Deﬁnitions

The following definitions apply throughout this document unless the context requires otherwise: Accountant’s Report the report of BDO set out in Part 6: Historical Financial Information on the Group Act the Companies Act 2006 Admission admission of the entire issued and to be issued Ordinary Share capital of the Company to trading on AIM becoming effective in accordance with the AIM Rules AIF an alternative investment fund within the meaning of AIFMD AIFM an alternative investment fund manager within the meaning of AIFMD AIFMD Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers AIM AIM, a market of the London Stock Exchange AIM Rules the AIM Rules for Companies and the AIM Rules for Nominated Advisors AIM Rules for Companies the rules for companies whose securities are traded on AIM published by the London Stock Exchange as amended from time to time AIM Rules for Nominated the rules for nominated advisors to companies whose securities Advisors are traded on AIM published by the London Stock Exchange as amended from time to time Articles the articles of association of the Company BDO BDO LLP Board the board of directors of the Company certificated or in certificated in relation to a Share, recorded on the Company’s register as form being held in certificated form (that is not in CREST) City Code the City Code on Takeovers and Mergers as amended from time to time Combining Companies the Company and Hospital Holdings Commitment Agreement the commitment agreement dated 29 May 2014 entered into between the Company and the Existing Investors, as more particularly described in paragraph 11.9 of Part 9: Additional Information Company Secure Income REIT Plc, a company registered in England and Wales with company number 06064259 Concert Party those persons whose details are set out in paragraph 15 of Part 1 of this document CREST the system for paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear UK & Ireland Limited in accordance with the Regulations CTA 2010 the UK Corporation Tax Act 2010 Depositary the person appointed to act as depositary to the Company in accordance with the AIFMD, expected to be Gallium PE Depositary Limited Directors the directors of the Company, whose names are out on page 8 of this document Disaggregation Agreement the disaggregation agreement dated 29 May 2014 entered into between the Company and the Existing Investors, as more particularly described in paragraph 11.10 of Part 9: Additional Information

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c109953pu090 Proof 5: 29.5.14_22:05 B/L Revision: 0 Operator AllS Distribution Agreement the distribution agreement dated 29 May 2014 entered into between Prestbury 1 LP and the Existing Investors, amongst others, pursuant to which the Shares held by Prestbury 1 LP are distributed to the Existing Investors in accordance with the terms therein, conditional upon and with effect from Admission EEA European Economic Area Enlarged Issued Share Capital the 168,443,754 Shares in issue immediately following the Placing EU the European Union Existing Investors P1HL Property LLP, West Coast Capital Prestven Investments Limited, Prestonﬁeld Investments Limited, Bluetouch Investments (Malta) Limited, Brookstone Limited and Dominic Silvester Existing Shares the 159,823,065 Ordinary Shares in issue immediately prior to Admission FCA the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of FSMA FSMA the Financial Services and Markets Act 2000 (as amended) Gallium Gallium Fund Solutions Limited, a company registered in England and Wales with registered number 06634506 and authorised and regulated by the FCA with ﬁrm reference number 487176 Group the Company and its subsidiaries and subsidiary undertakings from time to time Healthcare Portfolio the 21 healthcare real estate assets let principally to Ramsay Health Care Limited, as more particularly described in paragraph 5 of Part 1: Information on the Company and the Group HMRC Her Majesty’s Revenue & Customs Hospital Holdings P1 Hospital Holdings Limited, a company registered in England with registered number 05863307 IFRS International Financial Reporting Standards, as adopted by the European Union Independent Directors those directors that are independent from the Investment Adviser, being at the date of this document, Martin Moore, Leslie Ferrar, Jonathan Lane and Ian Marcus, and their alternates from time to time Independent Director Lock-in the lock-in deeds dated 30 May 2014 amongst each of the Deeds Independent Directors and the Company and Oriel Securities Interim AIFM the person appointed to act as external AIFM to the Company on an interim basis prior to the Company becoming authorised by the FCA as an internally managed AIF, being Gallium as at the date of Admission Interim AIFM Agreement the interim AIFM agreement dated 30 May 2014 entered into between the Company and the Interim AIFM, as more particularly described in paragraph 11.8 of Part 9: Additional Information Investment Adviser Prestbury, or such other entity as may replace Prestbury as investment adviser of the Company from time to time Investment Advisory Agreement the investment advisory agreement dated 30 May 2014 and made between the Company, Prestbury Gallium and Prestbury Incentives Limited Investor Lock-in Deeds the lock-in deeds dated 30 May 2014 amongst each of the Substantial Existing Investors Prestbury Investment Holdings Limited, West Coast Capital Holdings Limited, the Company and Oriel Securities

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c109953pu090 Proof 5: 29.5.14_22:05 B/L Revision: 0 Operator AllS Leisure Portfolio the seven leisure real estate assets owned by the Group and let to Merlin, as more particularly described in paragraph 5 of Part 1: Information on the Company and the Group London Stock Exchange London Stock Exchange Group plc Merlin Merlin Entertainments plc, a company registered in England with registered number 08700412, with its registered office at 3 Market Close, Poole, Dorset BH15 1NQ Non-PID Dividends a dividend paid by the Company that is not a PID Official List the Official List of the UK Listing Authority Orderly Market Deeds the orderly market deeds dated 30 May 2014 entered into between each of the Other Existing Investors, the Company and Oriel Securities Ordinary Shares ordinary shares of 10 pence each in the capital of the Company Oriel Securities Oriel Securities Limited in its capacity as broker and nominated adviser of 150 Cheapside, London EC2V 6ET Other Existing Investors Bluetouch Investments (Malta) Limited, Brookstone Limited and Dominic Silvester Panel the Panel on Takeovers and Mergers PID Property Income Distribution, being a dividend paid by the Company relating to profits or gains of the Tax exempt Business of the members of the Group PIHL Prestbury Investment Holdings Limited, a company registered in England with registered number 03985560 Placing the placing of Placing Shares with investors described in Part 8: Details of the Placing Placing Price 174 pence per share at which Placing Shares are to be issued under the Placing Placing Shares 8,620,689 new Ordinary Shares to be issued by the Company pursuant to the Placing Portfolio the property portfolio held by the Company as at Admission, comprising the Healthcare Portfolio and the Leisure Portfolio Prestbury Prestbury Investments LLP, a limited liability partnership registered in England with registered number OC321632 Prestbury Concert Party PIHL Property LLP, Prestbury Incentives, Sandy Gumm, Mike Brown, the trustees of the Saper Trust and Richard Grosse Prestbury Directors those directors which are related to or appointed by the Investment Adviser, being at the date of this document, Mike Brown, Nick Leslau and Sandy Gumm and their alternates from time to time Prestbury Director Lock-in the lock-in deeds dated 30 May 2014 entered into between each Deeds of Mike Brown and Sandy Gumm and the Company and Oriel Securities Prestbury Group a group of entities under the common ownership of Nick Leslau and Nigel Wray and others and any person connected to them (including the Prestbury Team) Prestbury Team Mike Brown, Tim Evans, Sandy Gumm, Nick Leslau and Ben Walford Prestbury 1 LP Prestbury 1 Limited Partnership, an entity registered in England with registered number LP011435 Prospectus Directive the EU Prospectus Directive 2003/71/EC

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c109953pu090 Proof 5: 29.5.14_22:05 B/L Revision: 0 Operator AllS Prospectus Rules the Prospectus Rules made by the FCA pursuant to section 73A of FSMA P1 Nominee Prestbury 1 Nominee Limited, a company registered in England with registered number 05863328 Qualifying Property Rental a qualifying rental business fulfilling the conditions in section 529 Business of the CTA 2010 Ramsay Ramsay Health Care Limited, a company registered in Australia, with its registered office at Level 9, 154 Pacific Highway St Leonards NSW 2065 Registrars or Capita Capita Registrars Limited Regulations the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755#) REIT a group or company which has elected for real estate investment trust status under Part 12 of the CTA 2010 REIT Regime Part 12 of the CTA 2010 REIT Group a group UK REIT within the meaning of Part 12 of the CTA 2010 Residual Business the business of the Group that is not Qualifying Rental Property Business SDLT stamp duty land tax SDRT stamp duty reserve tax Securities Act the United States Securities Act of 1933 (as amended) Shareholder a holder of Shares Shares the Ordinary Shares, in issue and to be issued pursuant to the Placing Substantial Existing Investors PIHL Property LLP, West Coast Capital Prestven Investments Limited and Prestonfield Investments Limited Substantial Shareholder a substantial shareholder as defined in paragraph 5.10 of Part 9: Additional Information Substantial Shareholding a substantial shareholding as defined in paragraph 5.10 of Part 9: Additional Information Tax exempt Business the Qualifying Property Rental Business of the Group uncertificated or in in relation to a Share, recorded on the Company’s register as uncertificated form being held in uncertificated form in CREST and title to which, by virtue of the Regulations, may be transferred by means of CREST UK AIFMD Rules the laws, rules and regulations implementing AIFMD in the UK, including without limitation the Alternative Investment Fund Managers Regulations 2013 and the Investment Funds sourcebook of the FCA UK Corporate Governance the UK Corporate Governance Code published by the Financial Code Reporting Council UK Listing Authority or UKLA a division of the FCA acting as competent authority for the purposes of Part VI of FSMA United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland Uncertificated Proxy Instruction a properly authenticated dematerialised instruction and/or other instruction or notification, which is sent by means of the relevant system (as defined in the Regulations) concerned and received by such participant in that system acting on behalf of the Company as the directors of the Company may prescribe, in such form and subject to such terms and conditions as from time to time be prescribed by the directors (subject anyways to the facilities and requirements of the relevant system concerned)

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Average Annual Total Returns changes in a group’s net asset value after adding back any distributions to shareholders Debt to Equity a debt to equity ratio is a measure of leverage or gearing, where the amount of debt is expressed as a percentage of shareholders’ funds (for example a company with £50 million of debt and £100 million of shareholders’ funds would be said to have a debt to equity ratio of 50 per cent.) EBITDA earnings before interest, tax, depreciation and amortisation EBITDAR earnings before interest, tax, depreciation, amortisation and rent EPRA the European Public Real Estate Association EPRA EPS a measure of earnings per share designed by EPRA to present underlying earnings form a core operational perspective EPRA NAV a measure of net asset value per share designed by EPRA to present net asset value per excluding the effects of fluctuations in the value of instruments that are held for long term benefit, net of tax loan to value or LTV a loan to value ratio expresses the gearing on an asset or within a company or group by dividing the outstanding loan amount by the value of the assets on which the loan is secured (for example a property with a value of £100 million securing a loan of £70 million would be said to have a loan to value ratio of 70 per cent.) NAV or Net Asset Value the measure shown in a company’s balance sheet of all assets less all liabilities, and is equal to the equity attributable to shareholders in any company or group. The net asset value of the Group will be measured consistently with the Group’s accounting policies as included in paragraph 2 of section B of Part 6: Historical Financial Information on the Group RPI the All Items Retail Prices Index as published by the Office for National Statistics or the nearest equivalent successor index Yield a measure of return on an asset and is the income arising on an asset expressed as a percentage of the total cost of the asset, including costs

Dated 30 May 2014

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