THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you are recommended to seek your own financial advice immediately from an independent financial adviser who is authorised under the Financial Services and Markets Act 2000 (as amended) (‘‘FSMA’’) if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom. A copy of this document, which comprises a prospectus relating to the C Shares prepared in accordance with the Prospectus Rules of the Financial Conduct Authority made under Section 84 of FSMA, has been delivered to the Financial Conduct Authority in accordance with Rule 3.2 of the Prospectus Rules. An application will be made to the London Stock Exchange for all of the C Shares to be issued pursuant to the Issue to be admitted to trading on the London Stock Exchange (Specialist Fund Market). On conversion of the C Shares into Ordinary Shares, as set out in this document, an application will be made to the London Stock Exchange for the Ordinary Shares to be admitted to trading on the London Stock Exchange (Specialist Fund Market). It is expected that Admission will become effective, and that dealings in the C Shares will commence on 30 June 2015. If you sell or have sold or otherwise transferred your Ordinary Shares in certificated form before 1 June 2015 (being the ex- entitlement date for the Open Offer) please send this document, together with any Open Offer Application Form, if received, at once to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee except that this document and the Open Offer Application Form should not be distributed, forwarded to or transmitted in or into any jurisdiction where to do so may constitute a violation of local securities laws or regulations, including, but not limited to, the Excluded Territories. If you sell or have sold or otherwise transferred all or some of your Ordinary Shares held in uncertificated form before 1 June 2015 (being the ex-entitlement date for the Open Offer), a claim transaction will automatically be generated by Euroclear which, on settlement, will transfer the appropriate number of Basic Entitlements and Excess CREST Open Offer Entitlements to the purchaser or transferee. If you sell or have sold or have otherwise transferred only part of your holding of Ordinary Shares held in certificated form before 1 June 2015 (being the ex-entitlement date for the Open Offer), you should refer to the instruction regarding split applications in Part 11 of this document. The release, publication or distribution of this document in jurisdictions other than the United Kingdom may be restricted by law and, therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. This document has been prepared to comply with the requirements of English law and the Prospectus Rules of the Financial Conduct Authority and information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws of any jurisdiction outside England. In particular, subject to certain exceptions, this document and the Open Offer Application Form should not be distributed, forwarded to or transmitted into the United States or into any other Excluded Territory. GCP Student Living plc (the ‘‘Company’’) and each of the Directors, whose names appear on page 38 of this document, accept 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