This Document Is Important and Requires Your Immediate Attention

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. THIS DOCUMENT CONTAINS A PROPOSAL WHICH, IF IMPLEMENTED, WILL RESULT IN THE CANCELLATION OF THE ADMISSION OF RDI REIT SHARES TO TRADING ON THE LONDON STOCK EXCHANGE’S MAIN MARKET FOR LISTED SECURITIES, TO LISTING ON THE OFFICIAL LIST AND TO LISTING ON THE MAIN BOARD OF THE JSE. Part 2 of this document comprises an Explanatory Statement. If you are in any doubt as to the contents of this document or the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom, or duly authorised under the Financial Advisory and Intermediary Services Act 37 of 2002 (as amended) if you are in South Africa, or other appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom or South Africa. If you sell or have sold or otherwise transferred all of your RDI REIT Shares, please forward this document, the accompanying reply paid envelope (if so supplied) and any Forms of Proxy that have not been personalised with your own details as soon as possible 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. However, such documents should not be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction. If you have sold or transferred part of your holding of RDI REIT Shares, please consult the bank, stockbroker or other agent through whom the sale or transfer was effected. The distribution of this document and any accompanying documents (in whole or in part) into jurisdictions other than the United Kingdom, the Isle of Man and South Africa may be restricted by the laws of those jurisdictions and therefore persons into whose possession this document comes should inform themselves about, and observe, any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. Neither this document nor any of the accompanying documents do or are intended to constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval pursuant to the Acquisition or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful. This document is not a prospectus or prospectus equivalent document.

RECOMMENDED CASH ACQUISITION of RDI REIT P.L.C. by SOF-12 CAMBRIDGE BIDCO LIMITED (a newly formed company owned by Starwood Funds) to be effected by means of a Scheme of Arrangement under Chapter 2 of Part X of the Isle of Man Companies Act 2006

RDI REIT Shareholders should read carefully the whole of this document, the information incorporated by reference into this document and the accompanying Forms of Proxy. This document is also available on the website of RDI REIT at https://www. rdireit.com. Your attention is drawn to the letter from the Chairman of RDI REIT in Part 1 of this document which contains the unanimous recommendation of the Independent RDI REIT Directors that you vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the Extraordinary General Meeting. A statement explaining the Scheme in greater detail appears in Part 2 of this document. Notices convening the Court Meeting and the Extraordinary General Meeting, both of which will be held on 16 April 2021 are set out in Parts 9 and 10 of this document. The Court Meeting will start at 10.00 a.m. UK time (11.00 a.m. South African standard time) on that date and the Extraordinary General Meeting will start at 10.15 a.m. UK time (11.15 a.m. South African standard time) on that date (or as soon thereafter as the Court Meeting has concluded or been adjourned). COVID-19 restrictions The Board of RDI REIT notes the measures issued by the UK Government in view of the ongoing COVID-19 pandemic. At the time of publication of this document, the UK Government has prohibited large public gatherings, save in certain limited circumstances, and has prohibited non-essential travel. In light of these measures, together with the uncertainty as to any additional and/or alternative measures that may be put in place by the UK Government, and in order to protect the health and safety of the RDI REIT Shareholders and the RDI REIT Directors, we hope that shareholders will understand that Scheme Shareholders, RDI REIT Shareholders and other attendees will not be permitted to attend the Court Meeting or the Extraordinary General Meeting in person, save for the Chairperson of the relevant Meeting and anyone else nominated by the Chairperson. Scheme Shareholders and RDI REIT Shareholders are strongly encouraged to appoint the Chairperson of the relevant Meeting as their proxy and provide voting instructions in advance of the relevant Meeting instead. If any other person is appointed as proxy, he or she will not be permitted to attend the relevant Meeting in person, but will be able to attend virtually, submit written questions and/or any objections and vote at the relevant Meeting remotely via the Virtual Meeting Platform, further details of which are set out below and in the Virtual Meeting Guide. Instructions for accessing the Virtual Meeting Platform Scheme Shareholders and RDI REIT Shareholders will be given the opportunity to attend remotely, submit written questions and vote at the Court Meeting and the Extraordinary General Meeting via a virtual meeting platform provided by Lumi (the “Virtual Meeting Platform”). Scheme Shareholders and RDI REIT Shareholders can access the Virtual Meeting Platform via a mobile web client, which is compatible with the latest browser versions of Chrome, Firefox, Internet Explorer 11 (Internet Explorer 10 and below are not supported), Edge and Safari and can be accessed using any web browser, on a PC or smartphone device. To attend remotely, submit written questions and/ or vote using this method, please go to https://web.lumiagm.com and follow the instructions set out below. All RDI REIT Shareholders, other than those on the South African Register Once you have accessed https://web.lumiagm.com from your web browser, you will be asked to enter the Lumi Meeting ID which is 195-636-313. You will then be prompted to enter your unique 11 digit Investor Code (“IVC”) including any leading zeros and ‘PIN’. Your PIN is the last 4 digits of your IVC. This will authenticate you as a RDI REIT Shareholder. Your IVC can be found on your share certificate, or Signal Shares users (www.signalshares.com) will find this under ‘Manage your account’ when logged in to the Signal Shares portal. You can also obtain this by contacting the IoM Registrar, by calling +44 (0) 371 277 1020(1). If you are a CREST shareholder and do not have a record of your IVC, you should also contact the IoM Registrar on this number. Access to the Meetings via the website will be available from 9.30 a.m. on 16 April 2021, as further detailed below. If you are unable to access your IVC and PIN, please call the IoM Registrar on the helpline, details of which are on page 15. The IoM Registrars’ helplines cannot provide advice on the merits of the Scheme nor give any financial, legal or tax advice, nor provide any technical assistance in relation to the Virtual Meeting Platform. If RDI REIT Shareholders encounter any difficulties accessing the Meetings through the Virtual Meeting Platform they may contact the IoM Registrar by calling +44 (0) 371 277 1020(1). If you wish to appoint a proxy other than the Chairperson of the relevant Meeting, and for them to attend the Meeting remotely (through the Virtual Meeting Platform) on your behalf, please submit your Forms of Proxy following the procedure set out below before contacting the IoM Registrar on +44 (0) 371 277 1020(1) in order to obtain your alternative proxy’s IVC and PIN. It is suggested that you do this as soon as possible and at least 48 hours before the relevant Meeting. If your RDI REIT Shares are held with a nominee and you wish to attend the Meeting(s), you will need to contact your nominee as soon as possible. Your nominee will need to present a corporate letter of representation to the IoM Registrar as soon as possible and at least 72 hours before the relevant Meeting, in order that they can obtain for you your unique IVC and PIN to enable you to attend the relevant Meeting. (1) Lines are open from 9.00 a.m. to 5.30 p.m. Monday to Friday, calls are charged at the standard geographic rate and will vary by provider. Calls outside the UK will be charged at the applicable international rate. RDI REIT Shareholders on the South African Register RDI REIT Shareholders on the South African Register will need to obtain a letter of representation from their broker/custodian and submit the letter of representation, together with a request for a username and password, to [email protected]. The South African Registrar will provide these RDI REIT Shareholders with the requisite name and password in order to access the Virtual Meeting Platform.

2 RDI REIT P.L.C. Instructions for all RDI REIT Shareholders Access to the Meetings will be available from 9.30 a.m. UK time (10.30 a.m. South African standard time) on 16 April 2021, although the voting functionality will not be enabled until the Chairperson of the relevant Meeting declares the poll open. Scheme Shareholders and RDI REIT Shareholders will be permitted to submit written questions (via the Virtual Meeting Platform) to the RDI REIT Directors during the course of the relevant Meeting. Scheme Shareholders can use the same function to submit any written objections that they may have to the Scheme at the Court Meeting only. The Chairperson of the relevant Meeting will ensure that all such questions and/or (in the case of the Court Meeting only) any objections relating to the formal business of the Meeting are addressed during the Meeting, unless no response is required to be provided under the IoM Act or the provision of a response would, at the Chairperson’s discretion, otherwise be undesirable in the interests of the Company or the good order of the Meeting. During the relevant Meeting, Scheme Shareholders and RDI REIT Shareholders must ensure that they are connected to the internet at all times in order to submit written questions and/or (in the case of the Court Meeting only) any objections and vote when the Chairperson commences polling. Therefore, it is each Scheme Shareholder’s and each RDI REIT Shareholder’s responsibility to ensure connectivity for the duration of the relevant Meeting via their wireless or other internet connection. The Virtual Meeting Guide contains further information on remotely accessing and participating in the Meetings via the Virtual Meeting Platform and is available on RDI REIT’s website at www.rdireit.com. The COVID-19 situation is constantly evolving, and the UK Government may change current restrictions or implement further measures relating to the holding of shareholder meetings during the affected period. Any changes to the arrangements for the Court Meeting and the Extraordinary General Meeting will be communicated to RDI REIT Shareholders and Scheme Shareholders before the relevant Meetings, including through the RDI REIT website www.rdireit.com and by announcement through a Regulatory Information Service and SENS. The action to be taken in respect of the Meetings is set out in paragraph 20 of Part 2 of this document. RDI REIT Shareholders will find enclosed with this document a blue Form of Proxy for use in connection with the Court Meeting and a white Form of Proxy for use in connection with the Extraordinary General Meeting. It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of Scheme Shareholder opinion. You are therefore strongly urged to complete, sign and return your Forms of Proxy or transmit a proxy instruction electronically as soon as possible. Appointment of Proxies Whether or not you intend to attend the Meetings remotely (through the Virtual Meeting Platform), please complete and sign both of the enclosed Forms of Proxy in accordance with the instructions printed on them and return them to: (a) Link Group, PXS 1, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL as soon as possible and, in any event, so as to be received at least 48 hours before the time appointed for the relevant Meeting. Forms of Proxy returned by fax will not be accepted (in the case of RDI REIT Shareholders on the IoM Register); or (b) the South African Registrar, Rosebank Towers, 15 Biermann Avenue, Rosebank 2196, South Africa or post it to Private Bag X9000, Saxonwold, 2132, or fax it to fax number +27(11) 688 5238, or email it to [email protected] as soon as possible and, in any event, so as to be received by 11.00 a.m. (South African standard time) on 14 April 2021 (in the case of RDI REIT Shareholders on the South African Register). If the blue Form of Proxy for the Court Meeting is not returned by the above time, it may be emailed after that time to the IoM Registrar at [email protected] or the South African Registrar at [email protected] (as the case may be) prior to the commencement of the Court Meeting and will still be valid. Please note that any blue Forms of Proxy for the Court Meeting sent (in the case of RDI REIT Shareholders on the IoM Register) to the relevant email address before 10.00 a.m. (UK time) on 14 April 2021 may be discounted as invalid. However, in the case of the Extraordinary General Meeting, unless the white Form of Proxy is returned by the time noted above, it will be invalid (although you may still attend the Meetings remotely through the Virtual Meeting Platform).

RDI REIT P.L.C. 3 Online Appointment of Proxies RDI REIT Shareholders on the IoM Register You may appoint a proxy electronically by logging on to the website http://signalshares.com so as to be received at least 48 hours before the time appointed for the relevant Meeting. If you hold RDI REIT Shares in CREST and wish to appoint a proxy by completing and transmitting a CREST Proxy Instruction in accordance with the procedures set out in the CREST Manual, ensure that it is received by the IoM Registrar (whose CREST ID is RA10) at least 48 hours before the time appointed for the relevant Meeting. Full details of the procedure for appointing a proxy electronically are on the above-mentioned website. The completion and return of a Form of Proxy or the appointment of a proxy or proxies electronically will not prevent you from attending and voting virtually at either the Court Meeting or the Extraordinary General Meeting, or any adjournment thereof, through the Virtual Meeting Platform if you so wish and if you are so entitled. If you have any questions relating to this document or the completion and return of the Forms of Proxy, please contact the Registrars on the helplines, details of which are on page 15. The helplines cannot provide advice on the merits of the Scheme nor give any financial, legal or tax advice. RDI REIT Shareholders on the South African Register If you hold your RDI REIT Shares in certificated form on the South African Register whether or not you plan to attend the Court Meeting or Extraordinary General Meeting, remotely (through the Virtual Meeting Platform) please complete each Form of Proxy in accordance with the instructions printed on it and return it as soon as possible to the South African Registrar, Rosebank Towers, 15 Biermann Avenue, Rosebank 2196, South Africa or post it to Private Bag X9000, Saxonwold, 2132, or fax it to fax number +27(11) 688 5238, or email it to [email protected] so as to be received by 11.00 a.m. (South African standard time) on 14 April 2021. If you hold your RDI REIT Shares in dematerialised form on the South African Register you should: (a) not complete the Forms of Proxy; and (b) contact your CSDP or broker and furnish your CSDP or broker with your voting instructions in the manner and by the cut-off time stipulated by your CSDP or broker in terms of the custody agreement between you and your CSDP or broker. Financial Advisers J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove (“J.P. Morgan Cazenove”), is authorised in the United Kingdom by the PRA and regulated by the PRA and the FCA. J.P. Morgan Cazenove is acting as financial adviser exclusively for RDI REIT and no one else in connection with the matters set out in this document and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than RDI REIT for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in connection with the Acquisition or any matter referred to herein. Peel Hunt LLP (“Peel Hunt”), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser exclusively for RDI REIT and for no one else in connection with the matters referred to in this document and will not be responsible to anyone other than RDI REIT for providing the protections afforded to clients of Peel Hunt or for providing advice in connection with the Acquisition or any matter referred to herein. Java Capital Proprietary Limited and Java Capital Trustees and Sponsors Proprietary Limited (“Java Capital”), which are authorised and regulated in South Africa by the JSE, is acting as JSE sponsor and corporate advisor exclusively for RDI REIT and for no one else in connection with the matters referred to in this document and will not be responsible to anyone other than RDI REIT for providing the protections afforded to clients of Java Capital or for providing advice in connection with the Acquisition or any matter referred to herein. Eastdil Secured International Limited (“Eastdil Secured”), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser for Bidco and Starwood and no one else in connection with the Acquisition and other matters set out in this document and will not be responsible to anyone other than Bidco and Starwood for providing the protections afforded to clients of Eastdil Secured, or for providing advice in connection with the Acquisition or any matter referred to herein. Neither Eastdil Secured nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Eastdil Secured in connection with the Acquisition, this document, any statement or other matter or arrangement referred to herein or otherwise.

4 RDI REIT P.L.C. IMPORTANT NOTICE

This document does not constitute an offer or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this document or otherwise in any jurisdiction in which such offer or solicitation is unlawful. No person has been authorised to make any representations on behalf of RDI REIT or Bidco concerning the Acquisition which are inconsistent with the statements contained in this document and any such representations, if made, may not be relied upon as having been so authorised. The summary of the principal provisions of the Scheme contained in this document is qualified in its entirety by reference to the Scheme itself, the full text of which is set out in Part 3 of this document and further explained in Part 2. Each RDI REIT Shareholder is advised to read and consider carefully the text of the Scheme itself. This document, and in particular the letter from the Chairman of RDI REIT and the Explanatory Statement, has been prepared solely to assist Scheme Shareholders in respect of voting on the resolution to approve the Scheme to be proposed at the Court Meeting and to assist RDI REIT Shareholders in respect of voting on the Special Resolution to be proposed at the Extraordinary General Meeting. RDI REIT Shareholders should not construe the contents of this document as legal, tax or financial advice and should consult with their own advisers as to the matters described in this document. The statements contained in this document are made as at the date of this document, unless some other time is specified in relation to them, and neither the service of this document nor the holding of the Meetings shall give rise to any implication that there has been no change in the facts set forth in this document since such date. Nothing in this document shall be deemed to be a forecast, projection or estimate of the future financial performance of BidCo, the BidCo Group, RDI REIT or the RDI REIT Group except where otherwise stated. The release, publication or distribution of this document in jurisdictions other than the United Kingdom, the Isle of Man or South Africa may be restricted by the laws of those jurisdictions and therefore persons who are subject to the laws of any jurisdiction other than the United Kingdom, the Isle of Man or South Africa into whose possession this document comes should inform themselves about and observe such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. Overseas Shareholders This document and the accompanying documents have been prepared in connection with proposals in relation to a scheme of arrangement pursuant to and for the purpose of complying with English and Isle of Man law, the Takeover Code and the Listing Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England and Wales and the Isle of Man. Nothing in this document or the accompanying documents should be relied on for any other purpose. The availability of the Acquisition to RDI REIT Shareholders who are not resident in and citizens of the United Kingdom, the Isle of Man or South Africa may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom, the Isle of Man or South Africa should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. In particular, the ability of persons who are not resident in the United Kingdom, the Isle of Man or South Africa to vote their RDI REIT Shares with respect to the Scheme at the Court Meeting and/ or the Extraordinary General Meeting, or to appoint another person as proxy to vote at the Court Meeting and/or the Extraordinary General Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located or to which they are subject. Any failure to comply with applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this document and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent (including without limitation by electronic means) in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

RDI REIT P.L.C. 5 IMPORTANT NOTICE continued

Notice to US investors in RDI REIT The Acquisition relates to the shares in an Isle of Man company and is proposed to be made by means of a scheme of arrangement or takeover offer, as applicable, provided for under the laws of the Isle of Man. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom and the Isle of Man to schemes of arrangement which differ from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this document has been prepared in accordance with generally accepted accounting principles of the United Kingdom and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. Bidco reserves the right, subject to obtaining the prior consent of the Panel, to elect to implement the Acquisition by way of a Takeover Offer. If, in the future, Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, and determines to extend the Takeover Offer into the United States, such Takeover Offer and the Acquisition will be made in compliance with the applicable US laws and regulations including, to the extent applicable, Section 14(e) of the US Exchange Act and Regulation 14E thereunder, and in accordance with the Takeover Code. Accordingly, the Acquisition would be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law. Such a Takeover Offer would be made in the United States by Bidco and no one else. It may be difficult for US holders of RDI REIT Shares to enforce their rights and any claim arising out of the US federal laws in connection with the Acquisition, since each of Bidco and RDI REIT are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of RDI REIT Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgment. Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved or passed judgement upon the fairness or the merits of the Acquisition, or determined if the information contained in this document is adequate, accurate or complete. Any representation to the contrary is a criminal offence in the US. US RDI REIT Shareholders also should be aware that the transaction contemplated herein (including the receipt of consideration pursuant to the Acquisition) may have tax consequences in the US and that such consequences, if any, are not described herein. US RDI REIT Shareholders are urged to consult their independent legal, tax and financial advisers in connection with making a decision regarding this transaction. In accordance with the Takeover Code and to the extent permitted under Rule 14e-5(b) under the Exchange Act, Bidco, certain affiliated companies or their respective nominees, or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, RDI REIT securities other than pursuant to the Acquisition, either in the open market at prevailing prices or through privately negotiated purchases at negotiated prices outside the US until the date on which the Scheme becomes Effective, lapses or is otherwise withdrawn (or, if the Acquisition is implemented by way of a Takeover Offer, before or during the period in which such Takeover Offer would remain open for acceptance). To the extent required by Rule 14e-5(b), such purchases, or arrangements to purchase, must comply with English law, the Takeover Code, the Listing Rules and the JSE Listings Requirements. Any information about such purchases will be disclosed to the Panel and, to the extent that such information is required to be publicly disclosed in the United Kingdom in accordance with applicable regulatory requirements, will be made available to all investors (including US investors) via the Regulatory Information Service on the London Stock Exchange website at www.londonstockexchange.com and via SENS. Further details in relation to Overseas Shareholders are contained in paragraph 17 of Part 2 of this document. All RDI REIT Shareholders or other persons (including nominees, trustees and custodians) who would otherwise intend to or may have a contractual or legal obligation to forward this document and the accompanying Forms of Proxy to a jurisdiction outside the United Kingdom, the Isle of Man or South Africa should refrain from doing so and seek appropriate professional advice before taking any action.

6 RDI REIT P.L.C. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This document (including information incorporated by reference in this document), oral statements made regarding the Acquisition, and other information published by Bidco and RDI REIT contain statements which are, or may be deemed to be, “forward-looking statements”. Forward-looking statements are statements of future expectations which are prospective in nature and are not based on historical facts, but rather on current expectations, projections and assumptions of the management of Bidco and RDI REIT about future events, and are therefore subject to risks and uncertainties which could cause actual results, performance or events to differ materially from those expressed or implied in these statements. The forward-looking statements contained in this document include statements relating to the expected effects of the Acquisition on Bidco and RDI REIT (including their future prospects, developments and strategies), the expected timing and scope of the Acquisition and other statements other than historical facts. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as “plans”, “expects” or “does not expect”, “is expected”, “is subject to”, “budget”, “projects”, “strategy”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes” or variations of such words and phrases and statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. All forward-looking statements contained in this document are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Although Bidco and RDI REIT believe that the expectations reflected in such forward- looking statements are reasonable, Bidco and RDI REIT (and their respective associates, directors, officers and advisers) can give no representation, assurance or guarantee that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule, future market conditions, changes in general economic and business conditions, the behaviour of other market participants, the anticipated benefits from the proposed transaction not being realised as a result of changes in general economic and market conditions in the countries in which Bidco and RDI REIT operate, weak, volatile or illiquid capital and/or credit markets, changes in tax rates, interest rate and currency value fluctuations, the degree of competition in the geographic and business areas in which Bidco and RDI REIT operate, the impact of COVID-19 and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither Bidco nor RDI REIT, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this document will actually occur. You are cautioned not to place any reliance on these forward- looking statements. Specifically, statements of estimated cost savings and synergies, if any, relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, any cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Each forward-looking statement speaks only as of the date of this document. Other than in accordance with their legal or regulatory obligations, neither Bidco nor RDI REIT is under any obligation, and Bidco and RDI REIT expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. No profit forecasts, estimates or quantified benefits statements No statement in this document is intended as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this document should be interpreted to mean that earnings or earnings per share for RDI REIT for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for RDI REIT.

RDI REIT P.L.C. 7 IMPORTANT NOTICE continued

DISCLOSURE REQUIREMENTS OF THE TAKEOVER CODE Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure. Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Code. Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Takeover Code). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure. ELECTRONIC COMMUNICATIONS Addresses, electronic addresses and certain other information provided by RDI REIT Shareholders, persons with information rights and other relevant persons for the receipt of communications from RDI REIT will be provided to Bidco and Starwood Funds during the Offer Period as required under Section 4 of Appendix 4 to the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

8 RDI REIT P.L.C. PUBLICATION ON WEBSITE AND AVAILABILITY OF HARD COPIES This document, together with all information incorporated into this document by reference to another source, will be available free of charge by no later than 12:00 p.m. (London time) on the Business Day following the date of publication of this document, subject to any applicable restrictions relating to persons resident in Restricted Jurisdictions, on the following websites: • www.projectcambridge.com • www.rdireit.com Save where expressly stated in this document, neither the contents of Bidco’s website, nor those of RDI REIT’s website, nor those of any other website accessible from hyperlinks on either Bidco’s or RDI REIT’s websites are incorporated into or form part of this document. You may request a hard copy of this document (and any information expressly incorporated by reference in this document) by contacting RDI REIT’s Company Secretary during business hours on +44 (0)207 811 0100 or by submitting a request in writing to [email protected]. For persons that receive a copy of this document and any such information incorporated by reference in it electronically, it is important that you note that unless you make such a request, a hard copy of this document and any such information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information be sent to you in relation to the Acquisition should be in hard copy form. SCHEME PROCESS In accordance with Section 5 of Appendix 7 of the Takeover Code, RDI REIT will announce through a Regulatory Information Service and SENS key events in the Scheme process including the outcomes of the Meetings and the Court Hearing. Unless otherwise consented to by the Panel and (if required) the Court, any modification or revision to the Scheme will be made no later than the date which is 14 days prior to the Meetings (or any later date to which such Meetings are adjourned). ROUNDING Certain figures included in this document have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them. DATE This document is published on 25 March 2021.

RDI REIT P.L.C. 9 TABLE OF CONTENTS

EXPECTED TIMETABLE OF PRINCIPAL EVENTS 11

ACTION TO BE TAKEN 13

Part 1 LETTER FROM THE CHAIRMAN OF RDI REIT P.L.C. 16

Part 2 EXPLANATORY STATEMENT 26

Part 3 THE SCHEME OF ARRANGEMENT 36

Part 4 CONDITIONS AND FURTHER TERMS OF THE ACQUISITION AND THE SCHEME 43

Part 5 UNITED KINGDOM, ISLE OF MAN AND SOUTH AFRICAN TAXATION 51

Part 6 FINANCIAL INFORMATION ON RDI REIT GROUP AND BIDCO GROUP 53

Part 7 ADDITIONAL INFORMATION 54

Part 8 DEFINITIONS 64

Part 9 NOTICE OF COURT MEETING 70

Part 10 NOTICE OF GENERAL MEETING 74

Part 11 PROPERTY VALUATION REPORTS 79

10 RDI REIT P.L.C. EXPECTED TIMETABLE OF PRINCIPAL EVENTS

All times shown in this document are London times, unless otherwise stated.

Event Time and/or date Despatch of this document Thursday, 25 March 2021 Last day to trade in order to be eligible to vote at the Court Meeting Friday, 9 April 2021 Latest time for lodging Forms of Proxy for the:

Court Meeting (blue form) 10.00 a.m. UK time (11.00 a.m. South African standard time) on Wednesday, 14 April 2021(1) Extraordinary General Meeting (white form) 10.15 a.m. UK time (11.15 a.m. South African standard time) on Wednesday, 14 April 2021(2) Voting Record Time for the Court Meeting and 6.00 p.m. UK time (7.00 p.m. South African Extraordinary General Meeting standard time) on Wednesday, 14 April 2021(3) Court Meeting 10.00 a.m. UK time (11.00 a.m. South African standard time) on Friday, 16 April 2021 Extraordinary General Meeting 10.15 a.m. UK time (11.15 a.m. South African standard time) on Friday, 16 April 2021(4) Results of the Court Meeting and the Extraordinary General Meeting published on SENS and on Regulatory Information Service Friday, 16 April 2021 No transfers between the IoM Register and South African Register can be processed after Wednesday, 21 April 2021 The following dates are indicative only and are subject to change(5) Court Hearing 10.00 a.m. on Wednesday, 28 April 2021 (UK time) Finalisation announcement in respect of the Scheme to be published on SENS and on Regulatory Information Services Wednesday, 28 April 2021 Last day to trade on the JSE Friday, 30 April 2021 Last day of dealings in, and for registration of transfers of, RDI REIT Shares on the London Stock Exchange, and disablement of RDI REIT Shares in CREST Friday, 30 April 2021 Scheme Record Time 6.00 p.m. on Friday, 30 April 2021 (UK time) RDI REIT Shares on the South African Register may not be dematerialised or rematerialised after Friday, 30 April 2021 Dealings in RDI REIT Shares suspended on the JSE 9.00 a.m. on Monday, 3 May 2021 (South African standard time) Dealings in RDI REIT Shares suspended on the London Stock Exchange 7.30 a.m. on Tuesday, 4 May 2021 (UK time) Effective Date of the Scheme Tuesday, 4 May 2021 (“D”) Last day for settlement of trades prior to Scheme Record Time on South African Register Wednesday, 5 May 2021 Admission of RDI REIT Shares to trading on TISE Wednesday, 5 May 2021 Cancellation of listing of RDI REIT Shares on London Stock Exchange By 8.00 a.m. UK time (9.00 a.m. South African standard time) on Thursday, 6 May 2021 Payment made to RDI REIT Shareholders on the South African Register Thursday, 6 May 2021 Delisting of RDI REIT Shares from the JSE Friday 7 May 2021 Latest date for despatch of cheques or settlement through CREST and the Strate System in respect of the Cash Consideration. By D+14 Longstop Date(6) Thursday, 26 August 2021

RDI REIT P.L.C. 11 EXPECTED TIMETABLE OF PRINCIPAL EVENTS continued

The dates and times given are indicative only and are based on RDI REIT’s current expectations and may be subject to change. If any of the expected times and/or dates above change, the revised times and/or dates will be notified to RDI REIT Shareholders by announcement through a Regulatory Information Service and SENS. (1) It is requested that blue Forms of Proxy for the Court Meeting be lodged at least 48 hours prior to the time appointed for the Court Meeting. Blue Forms of Proxy not so lodged may be emailed after that time to [email protected] or [email protected] (as the case may be) prior to the commencement of the Court Meeting and will still be valid. Please see “Action to be taken” in paragraph 20 of Part 2 of this document. (2) White Forms of Proxy for the Extraordinary General Meeting must be lodged at least 48 hours prior to the time appointed for the Extraordinary General Meeting. White Forms of Proxy may NOT be emailed after this time to the IoM Registrar or the South African Registrar (as applicable). Please see “Action to be taken” in paragraph 20 of Part 2 of this document. (3) If either the Court Meeting or the Extraordinary General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be 6.00 p.m. UK time on the day which is two days before the date set for such adjourned Meeting. (4) Or as soon thereafter as the Court Meeting shall have concluded or been adjourned. (5) These dates and times are indicative only and will depend, among other things, upon the date upon which: (i) the Conditions set out in Part 4 of this document are satisfied or (if applicable) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order is delivered to the Companies Registry. RDI REIT will give notice of the change(s) by issuing an announcement through a Regulatory Information Service. RDI REIT must implement the Scheme in accordance with the expected timetable unless (i) the Board withdraws its recommendation of the Scheme, (ii) the Board announces its decision to propose an adjournment of the Meetings or the Court Hearing, (iii) a Meeting or the Court Hearing is adjourned, or (iv) any Condition is invoked in accordance with the Takeover Code. (6) This is the latest date by which the Scheme may become Effective. However, the Longstop Date may be extended to such later date as may be agreed between Bidco and RDI REIT (and, if required, subject to the Takeover Panel’s consent and approval by the Court).

12 RDI REIT P.L.C. ACTION TO BE TAKEN

For the reasons set out in this document, the Independent RDI REIT Directors unanimously recommend that Scheme Shareholders vote in favour of the Scheme at the Court Meeting, and that RDI REIT Shareholders vote in favour of the Special Resolution to be proposed at the Extraordinary General Meeting, as all of the Independent RDI REIT Directors who hold RDI REIT Shares have irrevocably undertaken to do in respect of their own beneficial holdings of RDI REIT Shares, and that you take the action described below. ENCLOSED DOCUMENTS 1. Please check that you have received the following with this document: 2. a blue Form of Proxy for use in respect of the Court Meeting; 3. a white Form of Proxy for use in respect of the Extraordinary General Meeting; 4. a reply paid envelope for use within the United Kingdom and the Isle of Man; and 5. a Virtual Meeting Guide prepared by Lumi explaining how the RDI REIT Shareholders and Scheme Shareholders can remotely access and participate in the Meetings through the Virtual Meeting Platform. If you have not received all of these documents, please contact the IoM Registrar or the South African Registrar (as applicable) on the helpline telephone numbers set out below. INSTRUCTIONS ON THE ACTION TO BE TAKEN ARE SET OUT BELOW. THE COURT MEETING AND THE EXTRAORDINARY GENERAL MEETING The Scheme will require approval at a meeting of the Scheme Shareholders convened by order of the Court to be held at 33 Regent Street, London SW1Y 4NB at 10.00 a.m. UK time (11.00 a.m. South African standard time) on 16 April 2021. Implementation of the Scheme will also require the passing of the Special Resolution by RDI REIT Shareholders at the Extraordinary General Meeting to be held at the same place at 10.15 a.m. UK time (11.15 a.m. South African standard time) on 16 April 2021 (or as soon thereafter as the Court Meeting has concluded or been adjourned). Scheme Shareholders and RDI REIT Shareholders entitled to remotely attend and vote at the Meetings are entitled to appoint a proxy to exercise all or any of their rights to remotely attend, submit written questions and vote at the Court Meeting and/or Extraordinary General Meeting (as applicable). A proxy need not be a RDI REIT Shareholder (as the case may be). Due to UK Government restrictions in light of the COVID-19 outbreak, save for the Chairperson of the relevant Meeting and/or anyone nominated by the Chairperson of the relevant Meeting, Scheme Shareholders, RDI REIT Shareholders and other attendees will not be able to attend the Court Meeting or the Extraordinary General Meeting in person, but will be able to remotely attend, submit written questions (and, in the case of the Court Meeting only, submit any written objections) and vote at the relevant meeting through the Virtual Meeting Platform (as described further below). Scheme Shareholders and RDI REIT Shareholders are therefore strongly encouraged to vote by appointing the Chairperson of each of the Court Meeting and the Extraordinary General Meeting as their proxy (as set out below) before the relevant deadline. The Chairperson of the relevant Meeting will vote in accordance with the voting instructions of the appointing Scheme Shareholder or RDI REIT Shareholder. TO VOTE ON THE ACQUISITION USING THE FORMS OF PROXY Whether or not you plan to attend the Meetings (through the Virtual Meeting Platform described on the opening pages of this document), you are requested (subject to the additional instructions set out below for RDI REIT Shareholders on the South African Register) to complete and sign: 1. the blue Form of Proxy; and 2. the white Form of Proxy, and return them both (in the case of RDI REIT Shareholders on the IoM Register) to Link Group at PXS 1, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL as soon as possible, but in any event so as to be received by the following times and dates:

Blue Forms of Proxy for the Court Meeting 10.00 a.m. UK time (11.00 a.m. South African standard time) on 14 April 2021

White Forms of Proxy for the Extraordinary General Meeting 10.15 a.m. UK time (11.15 a.m. South African standard time) on 14 April 2021 (or, in the case of an adjourned Meeting, not less than 48 hours prior to the time and date set for the adjourned Meeting). Both Forms of Proxy and a reply paid envelope (for postage from within the UK and the Isle of Man) are enclosed. RDI REIT Shareholders on the South African Register should note their additional instructions set out below. IT IS IMPORTANT THAT, FOR THE COURT MEETING IN PARTICULAR, AS MANY VOTES AS POSSIBLE ARE CAST SO THAT THE COURT MAY BE SATISFIED THAT THERE IS A FAIR AND REASONABLE REPRESENTATION OF RDI REIT SHAREHOLDER OPINION. YOU ARE THEREFORE STRONGLY ENCOURAGED TO SIGN AND RETURN YOUR FORMS OF PROXY AS SOON AS POSSIBLE.

RDI REIT P.L.C. 13 ACTION TO BE TAKEN continued

Return of your completed Forms of Proxy will enable your votes to be counted at the Meetings in the event of your absence. If the blue Form of Proxy for use at the Court Meeting is not lodged by 10.00 a.m. UK time (11.00 a.m. South African standard time) on 14 April 2021, (in the case of RDI REIT Shareholders on the IoM Register) it may be emailed after that time to the IoM Registrar at [email protected] prior to the commencement of the Court Meeting and will still be valid. If not lodged before the time set out above and in accordance with the instructions in the Form of Proxy, the white Form of Proxy for use at the Extraordinary General Meeting will be invalid. RDI REIT Shareholders entitled to attend and vote at the Meetings (including through the Virtual Platform Meeting) may appoint a proxy electronically by logging on to the website of http://www.signalshares.com so as to be received at least 48 hours before the time appointed for the relevant Meeting. If you hold RDI REIT Shares in CREST and wish to appoint a proxy by completing and transmitting a CREST Proxy Instruction in accordance with the procedures set out in the CREST Manual, ensure that it is received by the IoM Registrar (whose CREST ID is RA10) at least 48 hours before the time appointed for the relevant Meeting. Full details of the procedure to be followed to appoint a proxy electronically are given on the website. Further information is also included in the instructions included on the Forms of Proxy. The completion and return of the Forms of Proxy or the electronic appointment of a proxy will not prevent you from attending and voting virtually at the Court Meeting or the Extraordinary General Meeting, or any adjournment thereof, through the Virtual Meeting Platform should you wish to do so and should you be so entitled. RDI REIT Shareholders on the South African Register If you hold your RDI REIT Shares in dematerialised form on the South African Register you should not complete the Forms of Proxy. In order to vote at or attend the Court Meeting and Extraordinary General Meeting (through the Virtual Meeting Platform), you should be in contact with your CSDP or broker. If you have not been contacted by your CSDP or broker, it is advisable for you to contact your CSDP or broker immediately and furnish your CSDP or broker with your voting instructions in the manner and by the cut-off time stipulated by your CSDP or broker in terms of the custody agreement between you and your CSDP or broker. If your CSDP or broker does not obtain voting instructions from you, your CSDP or broker will be obliged to act in accordance with the instructions contained in the custody agreement between you and your CSDP or broker. Should you wish to attend, speak and vote (through the Virtual Meeting Platform), or to send a proxy to represent you at the Court Meeting or Extraordinary General Meeting, you must, in accordance with the custody agreement between you and your CSDP or broker, advise your CSDP or broker. Your CSDP or broker should then issue the necessary letter of representation to you for you or your proxy to attend, speak and vote (through the Virtual Meeting Platform) at the Court Meeting or Extraordinary General Meeting (as the case may be). If you have not dematerialised your shares, you may remotely attend (through the Virtual Meeting Platform) the Court Meeting or Extraordinary General Meeting. Alternatively, you will find enclosed with this document both Forms of Proxy which you are asked to complete in accordance with the instructions printed thereon and return as soon as possible, but in any event so as to be received by the South African Registrar at Rosebank Towers, 15 Biermann Avenue, Rosebank 2196, South Africa or post it to Private Bag X9000, Saxonwold, 2132, or fax it to fax number +27(11) 688 5238, or email it to [email protected] by 10.00 a.m. UK time (11.00 a.m. South African standard time) on 14 April 2021. If the blue Form of Proxy for use at the Court Meeting is not lodged by 14 April 10.00 a.m. UK time (11.00 a.m. South African standard time) on 14 April 2021, it may be emailed after that time to the South African Registrar at proxy@ computershare.co.za prior to the commencement of the Court Meeting and will still be valid. If not lodged before the time set out above and in accordance with the instructions in the Form of Proxy, the white Form of Proxy for use at the Extraordinary General Meeting will be invalid. The return of a completed Form of Proxy will not prevent RDI REIT Shareholders from attending virtually the Court Meeting or Extraordinary General Meeting and voting through the Virtual Meeting Platform if they so wish and if they are entitled to do so. RDI REIT Shareholders on the South African Register who wish to be assisted in completing or forwarding their Forms of Proxy in accordance with the above instructions should contact the South African Registrar as soon as possible and those who wish to revoke or replace their Forms of Proxy should contact the South African Registrar on +27(11) 370 5000. Multiple proxy voting instructions As a registered RDI REIT Shareholder, you are entitled to appoint a proxy in respect of some or all of your RDI REIT Shares. You are also entitled to appoint more than one proxy. A space has been included on the Forms of Proxy to allow you to specify the number of RDI REIT Shares in respect of which that proxy is appointed. The principles applied to multiple proxy voting instructions are detailed below.

14 RDI REIT P.L.C. Principles applied to multiple proxy voting instructions If you wish to appoint more than one proxy in respect of your shareholding, you should photocopy the Forms of Proxy, as required. You may appoint more than one proxy in relation to each Meeting, provided that each proxy is appointed to exercise the rights attaching to a different RDI REIT Share or Shares held by you. The following principles will apply in relation to the appointment of multiple proxies: 1. RDI REIT will give effect to the intention of members and include votes wherever and to the fullest extent possible. 2. Where a proxy does not state the number of RDI REIT Shares to which it applies (a “blank proxy”) then, subject to the following principles where more than one proxy is appointed, that proxy is deemed to have been appointed in relation to the total number of RDI REIT Shares registered in the name of the appointing member (the “member’s entire holding”). In the event of a conflict between a blank proxy and a proxy which does state the number of RDI REIT Shares to which it applies (a “specific proxy”), the specific proxy shall be counted first, regardless of the time it was delivered or received (on the basis that, as far as possible, the conflicting forms of proxy should be judged to be in respect of different RDI REIT Shares) and the remaining RDI REIT Shares will be apportioned to the blank proxy (pro rata if there is more than one). 3. Where there is more than one proxy appointed and the total number of RDI REIT Shares in respect of which proxies are appointed is no greater than the member’s entire holding, it is assumed that proxies are appointed in relation to different RDI REIT Shares, rather than that conflicting appointments have been made in relation to the same RDI REIT Shares. That is, there is only assumed to be a conflict where the aggregate number of RDI REIT Shares in respect of which proxies have been appointed exceeds the member’s entire holding. 4. When considering conflicting proxies, later proxies will prevail over earlier proxies and a later proxy will be determined on the basis of which proxy is last delivered or received. 5. If conflicting proxies are delivered or received at the same time in respect of (or deemed to be in respect of) an entire holding and if RDI REIT is unable to determine which was delivered or received last, none of them will be treated as valid. 6. Where the aggregate number of RDI REIT Shares in respect of which proxies are appointed exceeds a member’s entire holding, all appointments will be rendered invalid. 7. If a member appoints a proxy or proxies and then decides to attend the Court Meeting or Extraordinary General Meeting through the Virtual Meeting Platform and votes using his poll card (as applicable), then the vote through the Virtual Meeting Platform will override the proxy vote(s). If the vote through the Virtual Meeting Platform is in respect of the member’s entire holding then all proxy votes will be disregarded. If, however, the member votes at the Meeting in respect of less than the member’s entire holding then, if the member indicates on his poll card that all proxies are to be disregarded, that shall be the case; but if the member does not specifically revoke proxies, then the vote through the Virtual Meeting Platform will be treated in the same way as if it were the last received proxy and earlier proxies will only be disregarded to the extent that to count them would result in the number of votes being cast exceeding the member’s entire holding. 8. In relation to the preceding paragraph, in the event that a member does not specifically revoke proxies, it will not be possible for RDI REIT to determine the intentions of the member in this regard. However, in the light of the aim to include votes wherever and to the fullest extent possible, it will be assumed that earlier proxies should continue to apply to the fullest extent possible. HELPLINES If you are an RDI REIT Shareholder on the IoM Register and have any questions relating to this document or the completion and return of the Forms of Proxy, please call the IoM Registrar on 0371 664 0321. Lines are open between 9.00 a.m. and 5.30 p.m. (London time) Monday to Friday. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Scheme nor give any financial, legal or tax advice. If you are an RDI REIT Shareholder on the South African Register and have any questions relating to this document or the completion and return of the Forms of Proxy please call the South African Registrar on +27 (11) 370 5000. Lines are open between 8 a.m. and 4.30 p.m. (South African standard time). The helpline cannot provide advice on the merits of the Scheme nor give any financial, legal or tax advice.

RDI REIT P.L.C. 15 PART 1 | LETTER FROM THE CHAIRMAN OF RDI REIT P.L.C.

RDI REIT P.L.C. (Registered in the Isle of Man under company number 010534V)

Directors: Registered office: Gavin Tipper (Chairman, Non-executive Director)(1) 2nd Floor Stephen Oakenfull (Chief Executive Officer)(1) St Mary’s Court Donald Grant (Chief Financial Officer)(1) 20 Hill Street Sue Ford (Non-executive Director)(1) Douglas Elizabeth Peace (Non-executive Director)(1) Isle of Man Matthew Parrott (Non-executive Director) IM1 1EU (1) Denotes Independent RDI REIT Directors.

25 March 2021 To: RDI REIT Shareholders and, for information only, to persons with information rights Dear RDI REIT Shareholder, Recommended proposal for the acquisition of RDI REIT P.L.C. by SOF-12 Cambridge Bidco Limited

2. SUMMARY OF THE TERMS OF THE ACQUISITION The Acquisition will, if approved, be effected by means of a scheme of arrangement between RDI REIT and the Scheme Shareholders under Chapter 2 of Part X of the IoM Act. Full details of the Scheme are set out in the Explanatory Statement in Part 2 of this document. Under the terms of the Acquisition, which is subject to the satisfaction (or waiver) of the Conditions (and to the further terms of the Acquisition) as described in paragraph 6 below and set out in full in Part 4 of this document, eligible RDI REIT Shareholders will be entitled to receive: for each Scheme Share held: 121.35 pence in cash If, on or after the date of the Announcement, any dividend and/or other distribution and/or other return of capital is declared, made or paid or becomes payable in respect of the RDI REIT Shares, the Cash Consideration shall automatically be reduced by an amount equal to the amount of such dividend and/or distribution and/or return of capital, in which case any reference in this document to the Cash Consideration will automatically be deemed to be a reference to the Cash Consideration as so reduced by the amount of such dividend and/or distribution and/or return of capital. In such circumstances, RDI REIT Shareholders would be entitled to receive and retain any such dividend or other distribution and/or return of capital. Any reduction in the Cash Consideration pursuant to this paragraph shall not be regarded as constituting any revision or variation of the terms of the Acquisition or the Scheme. The RDI REIT Directors no longer intend to declare and pay a dividend prior to the Scheme Record Time.

16 RDI REIT P.L.C. The Acquisition price per Scheme Share represents a premium of approximately: (a) 33.1 per cent. to the Closing Price per RDI REIT Share of 91.2 pence on 25 February 2021 (being the last Business Day before the date of the Announcement); (b) 39.2 per cent. to the three month volume weighted average price per RDI REIT Share of 87.2 pence to 25 February 2021 (being the last Business Day before the date of the Announcement); (c) 38.2 per cent. to the six month volume weighted average price per RDI REIT Share of 87.8 pence to 25 February 2021 (being the last Business Day before the date of the Announcement), and a discount of approximately: (d) 19.9 per cent. to the last reported EPRA NAV of 151.5 pence per RDI REIT Share at 31 August 2020; (e) 16.8 per cent. to the last reported EPRA NNNAV of 145.9 pence per RDI REIT Share at 31 August 2020; (f) 15.0 per cent. to the estimated EPRA NAV of 142.7 pence per RDI REIT Share at 28 February 2021; and (g) 12.2 per cent. to the estimated EPRA NNNAV of 138.2 pence per RDI REIT Share at 28 February 2021. The Acquisition price values the entire issued and to be issued share capital of RDI REIT at approximately £462.9 million.

3. INFORMATION ON BIDCO Bidco is a newly incorporated company registered in Guernsey under company number 68850 which has been formed by the Starwood Funds for the purposes of making the Acquisition. Bidco has not traded since the date of its incorporation, nor has it entered into any obligations other than in connection with the Acquisition. Starwood Capital Group is a private investment firm with a core focus on global real estate, energy infrastructure and oil & gas. Starwood Capital Group and its affiliates maintain 16 offices in seven countries around the world, and currently have approximately 4,100 employees. Since its inception in 1991, Starwood Capital Group has raised over $55 billion of equity capital, and currently has in excess of $70 billion of assets under management. Starwood Capital Group has invested in virtually every category of real estate on a global basis, opportunistically shifting asset classes, geographies and positions in the capital stack as it perceives risk/reward dynamics to be evolving. Over the past 29 years, Starwood Capital Group and its affiliates have successfully executed an investment strategy that involves building enterprises in both the private and public markets. Additional information can be found at www.starwoodcapital.com. Starwood Funds control or own 112,597,728 RDI REIT Shares representing approximately 29.59 per cent. of RDI REIT’s issued share capital as at the Latest Practicable Date. For more information, visit www.starwoodcapital.com.

4. BACKGROUND TO AND REASONS FOR RECOMMENDING THE ACQUISITION RDI REIT is an established UK REIT focused on delivering long term sustainable income returns, backed by strong real estate fundamentals. RDI REIT has historically invested in a diversified portfolio and employed above average levels of leverage to drive income returns and generate distributions to shareholders. Since 23 February 2018 RDI REIT has traded at a persistent discount to its EPRA NAV, averaging 35.4 per cent. In the Board’s opinion, this discount existed for a number of reasons including: • a diversified portfolio that included a material exposure to the retail sector and the related negative structural trends impacting the sector; • above average levels of leverage relative to the wider UK REIT sector; • the historic high pay-out ratio of dividends relative to sustainable earnings; • the share ownership structure; and • relatively low levels of liquidity in the RDI REIT Shares. In 2019, RDI REIT took a decision to rationalise the portfolio, reduce leverage and implement a more sustainable dividend policy in order to deliver a simpler investment proposition, a higher quality portfolio and a more sustainable dividend. RDI REIT has made considerable progress in this regard. Retail exposure has been reduced to 7.4 per cent. of the pro-forma portfolio through a strategic disposal programme, and investment activity has increased exposure to the distribution and industrial sector to 31.8 per cent. of the pro-forma portfolio. At the same time, pro-forma leverage has reduced to approximately 30.0 per cent., with RDI REIT having access to cash and available facilities of approximately £280 million. Based on 28 February 2021 valuations (other than in the case of Bahnhof, Altona, Hamburg, as set out below), the portfolio currently totals £930.5 million. After adjusting for disposals exchanged but not yet completed, the pro-forma portfolio value of £842.4 million comprises Hotels (36.6 per cent.), Industrial and Distribution (31.8 per cent.), Offices (24.2 per cent.) and Retail (7.4 per cent.). Pro-forma adjustments include Bahnhof, Altona, Hamburg (€91.0 million), Bremen (€7.5 million) and Plymouth (£2.75 million) which have all exchanged contracts for sale, but have not yet completed. Bahnhof, Altona, Hamburg, which has exchanged contracts for sale prior to 28 February 2021, but has not yet completed, is accounted for in the audited accounts of RDI REIT for the financial year ended 31 August 2020 as an asset held for sale at €91.0 million. In accordance with RDI REIT’s audit process this is not required to be revalued and has not been revalued as at 28 February 2021.

RDI REIT P.L.C. 17 PART 1 | LETTER FROM THE CHAIRMAN OF RDI REIT P.L.C. continued

4. BACKGROUND TO AND REASONS FOR RECOMMENDING THE ACQUISITION continued Notwithstanding the progress against the strategic objectives and the significant proportion of the balance sheet comprised of cash balances and the industrial and distribution portfolio, the share price has continued to trade at a persistent discount to RDI REIT’s EPRA NAV. The COVID-19 pandemic has had a material impact on the operations of the Hotel and London Serviced Offices portfolios, which comprise 53.0 per cent. of the RDI REIT Group’s pro-forma portfolio. RDI REIT’s share price has traded at the following average discounts to its prevailing EPRA NAV per share (with such calculations being based, for each relevant period, for the period of time ending on 25 February 2021, being the last Business Day before the date of the Announcement): • 35.4 per cent. discount to EPRA NAV per share over the last 3 years; • 48.1 per cent. discount to EPRA NAV per share over the last 1 year; • 40.9 per cent. discount to EPRA NAV per share over the last 6 months; and • 40.8 per cent. discount to EPRA NAV per share over the last 3 months. The Independent RDI REIT Directors have carefully considered the long-term prospects for the business and its assets, and expect that over time the performance of RDI REIT may recover and the current share price discount to its EPRA NAV per share may narrow. In addition, the Independent RDI REIT Directors have assessed the current state of the business and the opportunities to deploy capital in order to create value over the medium term, as well as the possibility of returning capital to shareholders. In considering these options, the Independent RDI REIT Directors have been mindful that some of the strategic initiatives they would like to pursue may not have the support of Starwood Funds, which have a 29.59 per cent. shareholding and are represented on the Board. The Independent RDI REIT Directors also recognise the short and medium term risks posed by the uncertain trajectory of the recovery from the COVID-19 pandemic and the associated macro-economic risks, as well as the risks specific to RDI REIT including: • a potential continuation of the persistent discount to EPRA NAV per share at which RDI REIT’s shares have historically traded; • the execution risk attached to a medium term business plan, including the ability to make attractive investments in RDI REIT’s preferred sectors; • a reduction in scale and liquidity as a result of any capital return strategy; and • continuing uncertainty over the shape and speed of any recovery in Hotels and Serviced Offices, following the lifting of COVID-19 restrictions. In arriving at their recommendation, the Independent RDI REIT Directors have carefully assessed the risk-adjusted returns that may be generated as an independent company against the certainty of execution of the Acquisition, which would provide RDI REIT’s shareholders with a full cash exit at a significant premium of approximately 33.1 per cent. to RDI REIT’s Closing Price of 91.2 pence on 25 February 2021 (being the last Business Day prior to the date of the Announcement). Bidco and RDI REIT recognise the skills and experience of the management and employees of RDI REIT. The Independent RDI REIT Directors welcome Bidco’s statements set out in paragraph 5 of this Part 1 below and, in particular, its current plans for RDI REIT which (other than as set out below) do not involve any material change in the conditions of employment of RDI REIT’s employees, including regarding pensions, in accordance with applicable law and that it does not intend to make any material restructurings or changes in the location of RDI REIT’s headquarters.

18 RDI REIT P.L.C. 5. INTENTIONS FOR THE ENLARGED GROUP Strategic plans Starwood intends to leverage its experience as a global real estate investor across a range of sectors to assist RDI REIT in navigating the challenging circumstances and outlooks to which its diverse holding of assets (such as retail, hospitality and serviced offices) are currently exposed. This will allow RDI REIT to focus on the effective management of its business and assets, supported by Starwood’s access to capital. As a public company, RDI REIT’s access to capital has been constrained due its persistent discount to NAV, and has suffered from the costs and constraints associated with being a publicly owned company. Consistent with market practice, Bidco has been granted access to RDI REIT’s senior management for the purposes of confirmatory due diligence and has worked as closely as permissible with the RDI REIT management team to understand the key areas of their strategy and plans for the business. Following completion of the Acquisition of RDI REIT, Bidco intends to work with RDI REIT’s management team to undertake a detailed evaluation of the RDI REIT Group. Bidco expects that this evaluation will be completed within approximately six months from the Effective Date. The evaluation will include: • reviewing RDI REIT management’s ongoing rationalisation strategy to dispose of non-core assets; • supporting RDI REIT management’s ongoing strategic review of the hotel portfolio and considering both the short and long term objectives of the hotel business; • reviewing the serviced office and industrial portfolios and opportunities for further capital allocation; and • assessing potential value accretion that will support RDI REIT’s rationalisation and overall strategy. Bidco has not yet formulated a detailed assessment of the expected impacts of this review but any headcount reductions that result as a consequence will be mainly targeted at operational and administrative functions and are not expected to be significant. Employees and management Bidco recognises the quality of RDI REIT’s management team and employees and their importance to the future success of RDI REIT. Bidco also believes that RDI REIT’s management team has been an integral component of its historical success, and their continued participation will be a key element to the success of RDI REIT following completion of the Acquisition. Bidco also attaches great importance to the skills and experience of the existing employees of RDI REIT and believes they will continue to contribute to the success of the RDI REIT Group following completion of the Acquisition. As part of the post-Acquisition evaluation referred to above, Bidco intends to carry out a review of RDI REIT’s organisational structure and headquarters functions in order to assess the efficiency of RDI REIT’s business operations which could include a reallocation or reduction in headcount. In addition, once RDI REIT ceases to be listed on both the London Stock Exchange and the JSE, there may be certain corporate and support functions associated with operating the business which are no longer required or are reduced in scope under ownership of Bidco, which will potentially require reduced headcount in these areas. However, Bidco has not yet developed detailed proposals in respect thereof. The finalisation and implementation of any such workforce reductions or reallocations will be subject to comprehensive planning and appropriate engagement with relevant stakeholders before any proposals are finalised, including with affected employees and any appropriate employee representative bodies in accordance with the legal obligations of the RDI REIT Group. Any headcount reductions resulting from such rationalisation will be mainly targeted at operational and administrative functions and are not expected to be significant. Bidco will discuss and explore with the RDI REIT management team whether it is possible for individuals in affected roles to be reassigned or relocated to other appropriate roles within RDI REIT. Any affected individuals will be treated with utmost respect and dignity, in line with RDI REIT’s high standards and strong corporate values. The non-executive directors of RDI REIT will each be expected to resign from his or her office as an RDI REIT Director upon the Scheme becoming Effective. Save as set out above, Bidco does not expect any material change in the balance of skills and functions of employees and management of RDI REIT. Existing rights and pensions Bidco confirms that following completion of the Acquisition, the existing contractual and statutory employment rights, including in relation to pensions, of all RDI REIT employees and management will be fully safeguarded in accordance with applicable law and, save as set out above, Bidco does not intend to make any material changes to the conditions of employment, unless otherwise agreed with the relevant employee.

RDI REIT P.L.C. 19 PART 1 | LETTER FROM THE CHAIRMAN OF RDI REIT P.L.C. continued

5. INTENTIONS FOR THE ENLARGED GROUP continued Incentive arrangements Bidco has not entered into, and has not had discussions on any proposal to enter into, any form of incentivisation or other arrangements with members of RDI REIT’s management team. It is Bidco’s intention to put in place appropriate arrangements for the management of RDI REIT following completion of the Acquisition but Bidco does not intend to have any such discussions prior to completion of the Acquisition. Headquarters, locations, fixed assets and research and development Following the Acquisition, Bidco intends that RDI REIT will continue to operate as a standalone business group. Bidco does not intend to make any material restructurings or changes in the location of RDI REIT’s headquarters and headquarter functions, and intends to maintain such headquarters in the UK. Fixed assets As noted above, Bidco intends to evaluate the RDI REIT management team’s ongoing rationalisation strategy to dispose of non-core assets. Bidco expects that, should any disposals be made, such disposals will be consistent with RDI REIT’s current strategy. Research & Development RDI REIT has no research and development function and Bidco has no plans in this regard. Trading facilities RDI REIT has a primary listing on the Official List, is admitted to trading on the London Stock Exchange, and has a secondary listing and admission to trading on the Main Board of the JSE. A request will be made to: (a) the London Stock Exchange and the FCA respectively to cancel trading in RDI REIT Shares and de-list RDI REIT from the Official List; (b) the JSE for the cancellation of the listing of RDI REIT Shares on the Main Board of the JSE, each with effect from or shortly after the Effective Date and (c) The International Stock Exchange Authority Limited for the RDI REIT Shares to be admitted to trading on The International Stock Exchange in Guernsey (or another “recognised stock exchange” (as defined in section 1137 of the Corporation Tax Act 2010)). The Independent RDI REIT Directors have given due consideration to Bidco’s stated intentions and assurances noted above in deciding to recommend the Acquisition. No statements in this paragraph 5 are “post-offer undertakings” for the purposes of Rule 19.5 of the Takeover Code. In accordance with Rule 2.11 of the Takeover Code, RDI REIT has made available to employees a copy of the Announcement and has informed employees of the right of employee representatives under Rule 25.9 of the Takeover Code to require that a separate opinion of the employee representatives of the effects of the Scheme on employment be appended to this document. As at the date of publication of this document, no such opinion has been provided. If and to the extent that RDI REIT is provided with such an opinion after the date of publication of this document, RDI REIT will publish that opinion in accordance with the requirements of Rule 25.9 of the Takeover Code.

6. STRUCTURE OF THE ACQUISITION The Acquisition is to be effected by means of a Court-sanctioned scheme of arrangement between RDI REIT and the Scheme Shareholders under Chapter 2 of Part X of the IoM Act, further details of which are set out in paragraph 4 of Part 2 of this document, although Bidco reserves the right to elect to implement the Acquisition by way of a Takeover Offer (subject to Panel consent, where necessary). The Scheme involves an application by RDI REIT to the Court to sanction the Scheme, which will involve the Scheme Shares being transferred to Bidco, in consideration for which Scheme Shareholders will receive the Cash Consideration on the basis set out in paragraph 2 above. The purpose of the Scheme is therefore to provide for Bidco to become the owner of the entire issued and to be issued ordinary share capital of RDI REIT not already owned or controlled by Starwood Funds. The implementation of the Scheme is subject to the Conditions and certain further terms set out in Part 4 of this document. To become effective, the Scheme will require, amongst other things, the following events to occur: 6.1.1 a resolution to approve the Scheme being passed by a majority in number of the Scheme Shareholders present and voting at the Court Meeting (or at an adjournment thereof), either in person, through the Virtual Meeting Platform or by proxy, representing not less than 75 per cent. in value of Scheme Shares voted at the Court Meeting (or at any adjournment thereof); 6.1.2 the Special Resolution to approve and implement the Scheme and amendments to the articles of association of RDI REIT being passed by the requisite majority (being 75 per cent.) at the Extraordinary General Meeting; and 6.1.3 the sanction of the Scheme by the Court and a certified copy of the Court Order (together with a copy of the Scheme and all documents required to be annexed thereto) being delivered to the Companies Registry for registration within seven days after the making of the Court Order and the Companies Registry registering such documents on RDI REIT’s file.

20 RDI REIT P.L.C. The Acquisition will lapse if: • the Court Meeting and the Extraordinary General Meeting are not held by the 22nd day after the expected date of the Court Meeting as set out in this document (or such later date as may be agreed between Bidco and RDI REIT, and as the Court may allow); • the Court Hearing to approve the Scheme is not held by the 22nd day after the expected date of the Court Hearing as set out in this document (or such later date as may be agreed between Bidco and RDI REIT, and as the Court may allow); and • the Scheme does not become effective by 11.59 p.m. on the Longstop Date, provided however that the deadline for the effectiveness of the Scheme may be extended by agreement between Bidco and RDI REIT (with the consent of the Panel) and as the Court may allow. Upon the Scheme becoming Effective, it will be binding on all Scheme Shareholders, irrespective of whether or notthey attended or voted at the Court Meeting or the Extraordinary General Meeting (and if they attended and voted, whether or not they voted in favour). The Scheme is governed by the laws of the Isle of Man. The Scheme is subject to the applicable requirements of the Takeover Code, the Takeover Panel, the London Stock Exchange and the Financial Conduct Authority. If you wish the Scheme to become Effective, you are urged to sign and return the enclosed Forms of Proxy as soon as possible. You should note that if there is insufficient Scheme Shareholder support for the Scheme at the Meetings, the Scheme will not become Effective. Further details of the Scheme and the Meetings are set out in paragraph 4 of Part 2 of this document.

7. RDI REIT SHARE PLANS The Scheme will affect awards granted under the RDI REIT Share Plans. Participants in the RDI REIT Share Plans will be contacted in due course regarding the effect of the Scheme on their rights under the RDI REIT Share Plans. Unvested awards under the RDI REIT Share Plans will vest in consequence of the Scheme subject to the satisfaction of the applicable performance conditions (to the extent determined by the RDI REIT Remuneration Committee), and scaled back to reflect the period of time elapsed between the grant of such awards and the date of the Court Hearing.

8. IRREVOCABLE UNDERTAKINGS Bidco has received irrevocable undertakings to vote (or, where applicable, procure voting) in favour of the resolutions relating to the Acquisition at the Meetings (or, in the event that the Acquisition is implemented by a Takeover Offer, to accept or procure acceptance of such Takeover Offer) from all of the Independent RDI REIT Directors who own RDI REIT Shares, in respect of their own beneficial holdings totalling 393,847 RDI REIT Shares (representing approximately 0.10 per cent. of the existing issued ordinary share capital of RDI REIT and approximately 0.15 per cent. of the Scheme Shares eligible to vote at the Court Meeting, in each case as at close of business on the Latest Practicable Date). In total therefore, Bidco has procured irrevocable commitments to vote in favour of: • the Scheme at the Court Meeting, including those from the Independent RDI REIT Directors who own RDI REIT Shares, in respect of, in aggregate, 393,847 RDI REIT Shares (representing approximately 0.10 per cent. of the existing issued ordinary share capital of RDI REIT and approximately 0.15 per cent. of the Scheme Shares eligible to vote at the Court Meeting, in each case as at close of business on the Latest Practicable Date); and • the Special Resolution (or, in the event that the Acquisition is implemented by a Takeover Offer, to accept or procure acceptance of such Takeover Offer), including those from the Independent RDI REIT Directors who own RDI REIT Shares, in respect of, in aggregate, 393,847 RDI REIT Shares (representing approximately 0.10 per cent. of the existing issued ordinary share capital of RDI REIT as at close of business on the Latest Practicable Date). Further details of these irrevocable undertakings (including the circumstances in which they will lapse) are set out in paragraph 4 of Part 7 of this document.

9. UNITED KINGDOM, ISLE OF MAN AND SOUTH AFRICAN TAXATION A summary of certain aspects of UK, Isle of Man and South African taxation, which is intended as a general guide only, is set out in Part 5 of this document. Although this document contains certain tax-related information, if you are in any doubt as to your tax position, or if you are subject to tax in a jurisdiction outside the UK, the Isle of Man or South Africa, you are strongly advised to consult an appropriately qualified independent professional adviser immediately.

RDI REIT P.L.C. 21 PART 1 | LETTER FROM THE CHAIRMAN OF RDI REIT P.L.C. continued

10. CURRENT TRADING AND PROSPECTS OF RDI REIT Portfolio occupancy, excluding RBH managed hotels and London Serviced Offices, remains high at 97.3 per cent. Asset management activity across the Office, Distribution and Industrial portfolios has been largely unaffected by the market backdrop, with a number of positive lease re-gears being completed since 31 August 2020. With UK Retail exposure now limited to 4.2 per cent. of the RDI REIT Group’s portfolio on a pro-forma basis, the impact of COVID-19 related restrictions in that sector has been modest. The restrictions imposed in November 2020 have deferred the anticipated recovery in the RDI REIT Group’s operating assets, which has impacted earnings for the first six months of the year. Revenue from operating assets is expected to remain under pressure while strict travel restrictions remain in place. However, the roll-out of a COVID-19 vaccine provides greater visibility on a progressive recovery in occupancy in the second half of the year. Hotels Trading across the Hotel portfolio has been set back as a result of the renewed restrictions. Of the RDI REIT Group’s 13 RBH managed hotels, 4 are currently closed to reduce operating costs. However, this is being constantly reviewed against local demand, particularly for NHS related requirements as well as construction contracts. Occupancy is anticipated to remain limited during the current lockdown, but experience from the first lockdown has shown a relatively quick improvement in occupancy and profitability once restrictions are lifted. Rental income based on the CVA terms agreed with Travelodge continues to be paid in full. The aggregate annual rent increased to £1.5 million from £1.1 million in January 2021 and will revert to the full pre CVA rent of £2.5 million in January 2022. Distribution and Industrial A number of key leasing deals have been completed since 31 August 2020. A lease re-gear and a new lease has been completed with an existing tenant at Kingsthorne Park, Kettering for an unexpired term of 15 years. The new rent of £0.2 million p.a. reflects an increase of 20.4 per cent. above the previous passing rent and 1.7 per cent. above ERV. On the Kwik Fit portfolio, 24 leases were regeared to new 20-year unexpired terms, with no rent free incentives and five yearly rent reviews to the higher of open market rent and 1 per cent. compounded annually. All such leases were transferred into European Tyre Enterprise Limited (ETEL), the parent company, further strengthening the covenant. The leases on two units, with a total rent of £60,275 p.a., were surrendered as part of the transaction and the units are in the process of being sold with vacant possession. Offices Occupancy across the London Serviced Office portfolio is currently 65.1 per cent. (31 August 2020: 76.0 per cent.) with sales and renewal activity impacted by COVID-19 related restrictions. Following a positive increase in enquiries subsequent to the initial lockdown, activity is expected to remain subdued until restrictions are relaxed. Clients have been offered a 33 per cent. licence fee discount from January to March 2021 to provide support whilst the Government’s work from home guidance remains in place. Encouragingly, a number of clients who have not renewed licence fees have maintained virtual office contracts and have indicated an intention to return once restrictions are eased. The remaining office portfolio has been largely unaffected with rent collection for the December quarter now over 90.5 per cent. Retail Exposure to the retail sector has reduced to 7.4 per cent. of the RDI REIT Group’s portfolio on a pro-forma basis, with only one retail asset, St George’s, Harrow, remaining in the UK, representing 4.2 per cent. of the portfolio by market value. The remaining two retail assets in Germany are subject to an ongoing disposal strategy and are at various stages of negotiation. Rent collection levels across both the UK and German retail portfolios have remained broadly unchanged when compared to the September quarter at 64.3 per cent. and 93.2 per cent. respectively.

22 RDI REIT P.L.C. Rent collection Approximately 91.7 per cent. of gross rental income or income due and demanded has been collected for either the December quarter or the month of December where rents are billed monthly. Collection rates for past periods have continued to improve following negotiations and the receipt of delayed payments. Average collection rates for rents due and demanded (excluding RBH managed hotels) for all prior periods impacted by COVID-19 up to September 2020 now exceeds 95 per cent.

% of rent collected Annualised gross Rent collection summary – adjusted(2) December quarter rental income £m(1) 31 December 2020

Offices 7.1 90.5

Distribution and Industrial 15.3 97.6

Retail 6.3 64.3

UK total (excl. UK Hotels and LSO) 28.7 91.3

Europe 7.3 93.2

Total (excl. UK Hotels and LSO) 36.0 91.5

RBH Managed Hotels 8.9 —

Travelodge portfolio 1.5 100.0

London Serviced Offices 8.5 93.5

Total 54.9 91.7(3)

(1) Annualised gross rental income as at 31 December 2020. RBH Managed Hotels and London Serviced Offices annualised gross rental income is based on prior year EBITDA. (2) Rent collections adjusted for certain tenants which have indicated they are paying monthly and have paid one third of quarterly rent demanded. (3) % of rent collected excludes RBH managed hotels.

RDI REIT P.L.C. 23 PART 1 | LETTER FROM THE CHAIRMAN OF RDI REIT P.L.C. continued

10. CURRENT TRADING AND PROSPECTS OF RDI REIT continued Valuations The RDI REIT Group’s portfolio (other than Bahnhof Center, Hamburg, as described in the table below) was revalued as at 28 February 2021 and such valuations are set out in Part 11 of this document, in accordance with the requirements of Rule 29 of the Takeover Code. A summary of the like-for-like market valuation movements between 31 August 2020 and 28 February 2021, excluding the impact of capital expenditure, amortisation of head leases and tenant lease incentives, is provided below. There has been significant divergence in performance between sectors, largely as a result of the ongoing COVID-19 pandemic and national lockdown in the UK. Income from Hotels, London Serviced Offices and Retail has been negatively impacted by COVID-19 related travel restrictions and government guidance to work from home while the Distribution and Industrial portfolio has benefited from strong demand from both occupational and investment markets. The overall modest like-for-like valuation decline of 1.0 per cent. is in line with expectations. It should be noted that there has been a substantial number of disposals in the period including the UK retail park portfolio, 127 Charing Cross Road and West Orchards Shopping Centre. Based on the revised property valuations as at 28 February 2021, the estimated ERPA NAV is 142.7 pence per share and the estimated EPRA NNNAV is 138.2 pence per share.

Market value(1) Market value Market value 28 February 31 August Market value Gain/(loss) 2021 2020 Gain/(loss) Portfolio market value (JV's at share) £m £m £m %

Hotels 308.8 309.7 (0.8) (0.3)%

Distribution & Industrial 267.7 246.8 20.9 8.5%

London Serviced Offices 137.9 148.3 (10.4) (7.0)%

London & Regional Offices 68.4 71.2 (2.8) (3.9)%

Retail 35.4 45.2 (9.8) (21.7)%

Total UK 818.2 821.1 (2.9) (0.4)%

Europe (retail)(2) 112.3 118.5 (6.2) (5.2)%

Total (like-for-like) 930.5 939.6 (9.1) (1.0)% (1) Figures include the Bahnhof Center, Hamburg, Bremen and Plymouth which have been exchanged for sale but have not yet completed. Pro-forma ratios exclude these assets. Bahnhof Center, which has exchanged contracts for sale prior to 28 February 2021, but has not yet completed, is accounted for in the audited accounts of RDI REIT for the financial year ended 31 August 2020 as an asset held for sale at €91.0 million. In accordance with RDI REIT’s audit process this is not required to be revalued and has not been revalued as at 28 February 2021. (2) The 5.2 per cent. loss includes a 3.0 per cent decline in the Euro relative to Sterling.

11. FURTHER INFORMATION Your attention is drawn to the Explanatory Statement set out in Part 2 of this document and to the full Scheme set out in Part 3 of this document. You are advised to read the whole of this document and not just rely on the summary information contained in this letter.

24 RDI REIT P.L.C. 12. ACTION TO BE TAKEN Your attention is drawn to paragraph 20 of Part 2 of this document which explains the actions you should take in relation to the Scheme. Overseas Shareholders should refer to paragraph 17 of Part 2 of this document, although those RDI REIT Shareholders on the South African Register should note their additional instructions set out in paragraph 20 of Part 2. Notices convening the Court Meeting and Extraordinary General Meeting are set out in Part 9 and Part 10 respectively of this document. If you have any questions relating to this document or the completion and return of the Forms of Proxy, please contact the Registrars on the helplines, details of which are on page 15. Please note that calls to the helpline numbers may be monitored or recorded and that, for legal reasons, the helplines cannot provide advice on the Acquisition or its merits or give any personal, legal, financial or tax advice.

13. RECOMMENDATION The Independent RDI REIT Directors, who have been so advised by J.P. Morgan Cazenove and Peel Hunt as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their financial advice to the Independent RDI REIT Directors, each of J.P. Morgan Cazenove and Peel Hunt has taken into account the commercial assessments of the Independent RDI REIT Directors. Peel Hunt is providing independent financial advice to the Independent RDI REIT Directors for the purposes of Rule 3 of the Takeover Code. Accordingly, the Independent RDI REIT Directors recommend unanimously that, in the case of the Court Meeting, the Scheme Shareholders vote in favour of the Scheme and, in the case of the Extraordinary General Meeting, RDI REIT Shareholders vote in favour of the Special Resolution (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of such Takeover Offer), as all Independent RDI REIT Directors who hold RDI REIT Shares have irrevocably undertaken to do in respect of their own beneficial holdings totalling 393,847 RDI REIT Shares (representing approximately 0.10 per cent. of the existing issued ordinary share capital of RDI REIT and approximately 0.15 per cent. of the Scheme Shares eligible to vote at the Court Meeting, each as at close of business on the Latest Practicable Date). Matthew Parrott is a director of RDI REIT but was appointed as a representative of Starwood Funds and is also employed by Starwood and therefore has taken no part in the consideration of the Acquisition by the Independent RDI REIT Directors.

Yours faithfully

Gavin Tipper Chairman RDI REIT P.L.C.

RDI REIT P.L.C. 25 PART 2 | EXPLANATORY STATEMENT

25 March 2021 To: RDI REIT Shareholders and, for information only, to persons with information rights Recommended proposal for the cash acquisition of RDI REIT P.L.C. by SOF-12 Cambridge Bidco Limited

1. INTRODUCTION On 26 February 2021, the Independent RDI REIT Directors and the Board of Bidco announced that they had reached agreement on the terms of a recommended cash offer pursuant to which Bidco will acquire the entire issued and to be issued share capital of RDI REIT (other than those RDI REIT Shares already owned or controlled by Starwood Funds or their affiliates). The Acquisition is to be effected by means of a Court-sanctioned scheme of arrangement between RDI REIT and its shareholders under Chapter 2 of Part X of the IoM Act. Your attention is drawn to the letter from the Chairman, set out in Part 1 of this document, which forms part of this Explanatory Statement. That letter contains, amongst other things, the background to and reasons for the recommendation of the Acquisition by the Independent RDI REIT Directors (set out in paragraph 4 of Part 1 of this document) and states that the Independent RDI REIT Directors, who have been so advised by J.P. Morgan Cazenove and Peel Hunt as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their financial advice to the Independent RDI REIT Directors, each of J.P. Morgan Cazenove and Peel Hunt have taken into account the commercial assessments of the Independent RDI REIT Directors. The Independent RDI REIT Directors are unanimously recommending that all Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that RDI REIT Shareholders vote in favour of the Special Resolution to be proposed at the Extraordinary General Meeting. In giving its financial advice, each of J.P. Morgan Cazenove and Peel Hunt are advising the Independent RDI REIT Directors in relation to the Acquisition and are not acting for any Independent RDI REIT Director in his personal capacity nor for any RDI REIT Shareholder in relation to the Acquisition. Neither J.P. Morgan Cazenove nor Peel Hunt will be responsible to any such person for providing the protections afforded to their clients or for advising any such person in relation to the Acquisition. In particular, J.P. Morgan Cazenove and Peel Hunt will not owe any duties or responsibilities to any particular RDI REIT Shareholder concerning the Acquisition. This Explanatory Statement contains a summary of the provisions of the Scheme. The terms of the Scheme are set out in full in Part 3 of this document. Your attention is also drawn to the Conditions and further terms of the Acquisition set out in Part 4 of this document and to the further information set out in the other parts of this document which all form part of this Explanatory Statement.

2. SUMMARY OF THE TERMS OF THE ACQUISITION AND THE SCHEME The Acquisition is to be implemented by way of a scheme of arrangement between RDI REIT and the Scheme Shareholders under Chapter 2 of Part X of the IoM Act. The Scheme is subject to the satisfaction (or, where applicable, waiver) of the Conditions as described in paragraph 3 below and set out in full in Part 4 of this document, including the approval of the Scheme at the Court Meeting and the passing of the Special Resolution at the Extraordinary General Meeting, in each case by the requisite majority. If the Scheme becomes Effective, all Scheme Shares will be transferred to Bidco and, in consideration forthe Scheme Shares, Scheme Shareholders on RDI REIT’s register of members at the Scheme Record Time will be entitled to receive the Cash Consideration. Under the terms of the Acquisition, Scheme Shareholders will receive: for each Scheme Share held: 121.35 pence in cash If, on or after the date of the Announcement, any dividend and/or other distribution and/or other return of capital is declared, made or paid or becomes payable in respect of the RDI REIT Shares, the Cash Consideration shall automatically be reduced by an amount equal to the amount of such dividend and/or distribution and/or return of capital, in which case any reference to the Cash Consideration will automatically be deemed to be a reference to the Cash Consideration as so reduced by the amount of such dividend and/or distribution and/or return of capital. In such circumstances, RDI REIT Shareholders would be entitled to receive and retain any such dividend or other distribution and/or return of capital. Any reduction in the Cash Consideration pursuant to this paragraph shall not be regarded as constituting any revision or variation of the terms of the Acquisition or the Scheme. The RDI REIT Directors no longer intend to declare and pay a dividend prior to the Scheme Record Time.

26 RDI REIT P.L.C. The Acquisition price per Scheme Share represents a premium of approximately: (a) 33.1 per cent. to the Closing Price per RDI REIT Share of 91.2 pence on 25 February 2021 (being the last Business Day prior to the date of the Announcement); (b) 39.2 per cent. to the three month volume weighted average price per RDI REIT Share of 87.2 pence to 25 February 2021 (being the last Business Day before the date of the Announcement); (c) 38.2 per cent. to the six-month volume weighted average price per RDI REIT Share of 87.8 pence to 25 February 2021 (being the last Business Day before the date of the Announcement), and a discount of approximately; (d) 19.9 per cent. to the last reported EPRA NAV of 151.5 pence per RDI REIT Share at 31 August 2020; (e) 16.8 per cent. to the last reported EPRA NNNAV of 145.9 pence per RDI REIT Share at 31 August 2020; and (f) 15.0 per cent. to the estimated EPRA NAV of 142.7 pence per RDI REIT Share at 28 February 2021; and (g) 12.2 per cent. to the estimated EPRA NNNAV of 138.2 pence per RDI REIT Share at 28 February 2021. The Acquisition price values the entire issued and to be issued share capital of RDI REIT at approximately £462.9 million. If you wish the Scheme to become Effective, you are urged to sign and return the enclosed Forms of Proxy as soon as possible. You should note that if there is insufficient Scheme Shareholder support for the Scheme at the Meetings, the Scheme will not become Effective. Details of the arrangements for the payment of the Cash Consideration are set out in paragraph 19 below.

3. CONDITIONS TO THE ACQUISITION 3.1 The Scheme and the Acquisition are conditional upon all Conditions having been satisfied (or, where applicable, waived) and the Scheme becoming Effective by no later than 11.59 pm on the Longstop Date. In particular, the Scheme is conditional upon: 3.1.1 approval of the Scheme by the requisite majority of Scheme Shareholders at the Court Meeting or at any adjournment of such meeting as described in paragraph 4 below; 3.1.2 the Special Resolution necessary to approve and implement the Scheme and amendments to the articles of association of RDI REIT, as set out in the notice of the Extraordinary General Meeting contained in Part 10 of this document, being duly passed by the requisite majority (being 75 per cent.) of RDI REIT Shareholders at the Extraordinary General Meeting as described in paragraph 4 below or at any adjournment of such meeting; and 3.1.3 the sanction (without modification or, as agreed by RDI REIT and Bidco, with modification) of the Scheme by the Court as described in paragraph 4 below. The Scheme can only become Effective if all Conditions, including shareholder approvals and the sanction of the Court, have been satisfied (or, where applicable, waived). The Scheme will become Effective upon a certified copy of the Court Order (together with a copy of the Scheme and all documents required to be annexed thereto (if any)) being delivered to the Companies Registry for registration within seven days after the making of the Court Order and the Companies Registry registering such documents on RDI REIT’s file. This is presently expected to occur three Business Days after the date of the Court Hearing to sanction the Scheme. The Acquisition will lapse if: • the Court Meeting and the Extraordinary General Meeting are not held by the 22nd day after the expected date of the Court Meeting as set out in this document (or such later date as may be agreed between Bidco and RDI REIT, and as the Court may allow); • the Court Hearing to approve the Scheme is not held by the 22nd day after the expected date of the Court Hearing as set out in this document (or such later date as may be agreed between Bidco and RDI REIT, and as the Court may allow); and • the Scheme does not become effective by 11.59 p.m. on the Longstop Date, provided however that the deadline for the effectiveness of the Scheme may be extended by agreement between Bidco and RDI REIT (with the consent of the Panel) and as the Court may allow. The Conditions and further terms of the Acquisition are set out in full in Part 4 of this document.

RDI REIT P.L.C. 27 PART 2 | EXPLANATORY STATEMENT continued

4. THE SCHEME 4.1 Scheme mechanism The Acquisition is being implemented by means of a scheme of arrangement between RDI REIT and the Scheme Shareholders under Chapter 2 of Part X of the IoM Act. The Scheme Shareholders are those holders of Scheme Shares at the Scheme Record Time. The RDI REIT Shares already owned or controlled by the Starwood Funds are not Scheme Shares and will not be acquired by Bidco pursuant to the Acquisition. The Scheme involves an application by RDI REIT to the Court to sanction the Scheme, which will involve the Scheme Shares being transferred to Bidco, in consideration for which Scheme Shareholders will receive the Cash Consideration on the basis set out in paragraph 2 above. As RDI REIT is a company incorporated under the laws of the Isle of Man, it does not qualify as a “regulated company” as contemplated in section 117(1)(i) of the South African Companies Act 71 of 2008, as amended, (“South African Companies Act”) and therefore the South African Takeover Regulations under the South African Companies Act do not apply. RDI REIT is subject to certain provisions of the JSE Listings Requirements. Under the JSE Listings Requirements, the Scheme qualifies as a scheme for purposes of section 1.17(b) of the JSE Listings Requirements, and accordingly, the delisting of RDI REIT Shares from the Main Board of the JSE will not require the separate approval by RDI REIT Shareholders. On the Effective Date, share certificates in respect of the Scheme Shares will cease to be valid and should be destroyed upon receipt of the Cash Consideration. In addition, on the Effective Date, entitlements to Scheme Shares held within CREST and Strate will be cancelled. The provisions of the Scheme are set out in full in Part 3 of this document. 4.2 The Meetings The Scheme will require the approval of the requisite majorities of (a) Scheme Shareholders at the Court Meeting and (b) RDI REIT Shareholders at the separate Extraordinary General Meeting, which will be held on 16 April 2021 at 10.00 a.m. UK time (11.00 a.m. South African standard time) and 10.15 a.m. UK time (11.15 a.m. South African standard time), respectively. The Court Meeting is being held at the direction of the Court to seek the approval of Scheme Shareholders for the Scheme. The Extraordinary General Meeting is being convened to seek the approval of RDI REIT Shareholders to enable the RDI REIT Directors to implement the Scheme and to amend the RDI REIT Articles as described in paragraph 4.3 below. Notices of the Court Meeting and the Extraordinary General Meeting are set out in Part 9 and Part 10 of this document respectively. Entitlements to attend and vote at the Meetings and, save as set out in this document, the number of votes which may be cast at them will be determined by reference to holdings of RDI REIT Shares as shown in the Register at the time specified in the notice of the relevant Meeting. Any RDI REIT Shares which Bidco or Starwood Funds (or their affiliates) or any other member of the Wider Bidco Group (or their respective nominees) may acquire before the Court Meeting are not Scheme Shares and therefore none of Bidco or Starwood Funds (or their affiliates) or any other member of the Wider Bidco Group (or their respective nominees) is entitled to vote at the Court Meeting in respect of the RDI REIT Shares held or acquired by it or them. The RDI REIT Shares already owned or controlled by Starwood Funds are not Scheme Shares and will not be acquired by Bidco pursuant to the Acquisition. If the Scheme is withdrawn or lapses, any documents of title and any other documents lodged with any Forms of Proxy will be returned to the relevant RDI REIT Shareholder as soon as practicable and in any event within 14 days of such lapse or withdrawal. 4.2.1 The Court Meeting The Court Meeting, which has been convened for 10.00 a.m. UK time (11.00 a.m. South African standard time) on 16 April 2021, is being held at the direction of the Court to seek the approval of the Scheme Shareholders for the Scheme. At the Court Meeting, voting will be by way of poll and each Scheme Shareholder present in person, through the Virtual Meeting Platform or by proxy will be entitled to one vote for each Scheme Share held as at the Voting Record Time. The approval required at the Court Meeting is a majority in number of those Scheme Shareholders who are present and vote, either in person, through the Virtual Meeting Platform or by proxy and who represent 75 per cent. or more in value of all Scheme Shares voted by such Scheme Shareholders. Scheme Shareholders have the right to raise any objections they may have to the Scheme at the Court Meeting through the Virtual Meeting Platform. It is important that as many votes as possible are cast (whether in person, through the Virtual Meeting Platform or by proxy) at the Court Meeting so that the Court may be satisfied that there is a fair and reasonable representation of Scheme Shareholder opinion. You are therefore strongly encouraged to complete and return the blue Form of Proxy for the Court Meeting as soon as possible and, in any event, so as to be received by 10.00 a.m. UK time (11.00 a.m. South African standard time) on 14 April 2021. A blue Form of Proxy for the Court Meeting not lodged at the relevant time may be emailed after that time and prior to the start of the Court Meeting to the IoM Registrar or the South African Registrar (as applicable). The notice convening the Court Meeting is set out in Part 9 of this document.

28 RDI REIT P.L.C. 4.2.2 The Extraordinary General Meeting In addition to the Court Meeting, the Extraordinary General Meeting has been convened for 10.15 a.m. UK time (11.15 a.m. South African standard time) on 16 April 2021 or as soon thereafter as the Court Meeting has concluded or been adjourned, to consider and, if thought fit, pass the Special Resolution (which requires votes in favour representing at least 75 per cent. of the votes cast in person, through the Virtual Meeting Platform or by proxy) to approve: (a) the authorisation of the RDI REIT Directors to take all such actions as they may consider necessary or appropriate to give effect to the Scheme; and (b) certain amendments to the RDI REIT Articles as described below. Voting on the Special Resolution will be by way of a poll. All RDI REIT Shareholders will be entitled to vote on the Special Resolution and each RDI REIT Shareholder present in person, through the Virtual Meeting Platform or by proxy will be entitled to one vote for each RDI REIT Share held as at the Voting Record Time. White Forms of Proxy may NOT be emailed to the IoM Registrar or the South African Registrar after the deadline stated in the Form of Proxy. You will find the notice of the Extraordinary General Meeting set out in Part 10 of this document. RDI REIT will announce the details of the votes at the Meetings as required under the Takeover Code through a Regulatory Information Service and SENS as soon as practicable after the conclusion of the Meetings and, in any event, by no later than 8:00 a.m. (London time) (9.00 a.m. South African standard time) on the Business Day following the Meetings. 4.3 Amendments to the articles of association of RDI REIT It is proposed in the Special Resolution that the RDI REIT Articles be amended so as to ensure that any RDI REIT Shares which are issued after the Extraordinary General Meeting but prior to the Scheme Record Time will be subject to and bound by the Scheme. It is also proposed that, subject to the Scheme becoming Effective, the RDI REIT Articles be amended so that any RDI REIT Shares issued to any person other than Bidco or Starwood Funds (or their respective affiliates or nominee(s)) on or after the Scheme Record Time will be immediately and automatically transferred to Bidco (or as it may direct) in consideration for the payment by Bidco to such person of such amount of cash consideration as would have been paid pursuant to the Scheme for each such RDI REIT Share as if it were a Scheme Share. This will avoid any person (other than Bidco, Starwood Funds or their affiliates or nominee(s)) being left with RDI REIT Shares after the Scheme becomes Effective. The Special Resolution including details of the proposed amendments to the RDI REIT Articles is set out in full in the notice of the Extraordinary General Meeting in Part 10 of this document. 4.4 Modifications to the Scheme The Scheme contains a provision for RDI REIT and Bidco jointly to consent on behalf of all concerned to any modifications, additions or conditions to the Scheme, including those which the Court may think fit to approve or impose. The Court would be unlikely to approve of, or impose, any modifications, additions or conditions to the Scheme which might be material to the interests of Scheme Shareholders unless Scheme Shareholders were informed of any such modification, addition or condition. It would be a matter for the Court to decide, in its discretion, whether or not a further meeting of Scheme Shareholders should be held. 4.5 Sanction of the Scheme by the Court Under the IoM Act, the Scheme also requires the sanction of the Court. The Court Hearing to sanction the Scheme is expected to be held on 28 April 2021. The Scheme will become Effective upon a certified copy of the Court Order, together with a copy of the Scheme and all documents required to be annexed thereto (if any), being delivered within seven days to the Companies Registry for registration and the Companies Registry registering such documents on the Company’s file. This is presently expected to occur three Business Days after the date of the Court Hearing to sanction the Scheme. If the Scheme becomes Effective, it will be binding on all Scheme Shareholders irrespective of whether or not they remotely attended or voted in favour of the Scheme at the Court Meeting or in favour of the Special Resolution at the Extraordinary General Meeting. If the Scheme does not become Effective by 11.59 p.m. UK time on 26 August 2021 (or such later date and time (if any) as Bidco and RDI REIT may agree and (if required) the Court and the Panel may allow), the Scheme will not become Effective and the Acquisition will not proceed. 4.6 Alternative means of implementing the Acquisition Bidco reserves the right to elect, as it may determine in its absolute discretion (as further described in Part B of Part 4 of this document), for the Acquisition to be implemented by way of a Takeover Offer with (where necessary) the consent of the Panel. In this event, the Acquisition will be implemented on the same terms, so far as applicable, as those which would apply to the Scheme subject to appropriate amendments, including (without limitation) an acceptance condition set at 75 per cent of the voting rights normally exercisable at a general meeting of RDI REIT (or such less percentage, being more than 50 per cent., as Bidco may decide and/or the Panel may require). If Bidco does elect to implement the Acquisition by way of a Takeover Offer, and if sufficient acceptances of such Takeover Offer are received and/or sufficient RDI REIT Shares are otherwise acquired, it is the intention of Bidco to apply the provisions of section 160 of the IoM Act to acquire compulsorily any outstanding RDI REIT Shares to which such Takeover Offer relates.

RDI REIT P.L.C. 29 PART 2 | EXPLANATORY STATEMENT continued

5. BACKGROUND TO AND REASONS FOR THE ACQUISITION Starwood Funds have maintained a significant strategic shareholding in RDI REIT since July 2020. Starwood believes that RDI REIT is well-managed and has an attractive and high-quality real estate portfolio. However, Starwood also notes the persistent discount to EPRA NAV on which RDI REIT has traded over the last 3 years. Given RDI REIT’s scale and constrained access to capital, Starwood therefore believes that the next stage of RDI REIT’s evolution will be better suited to ownership under the control of Starwood. Starwood and Bidco have committed to fully safeguard the existing employment rights of the management and employees of RDI REIT, including regarding pensions, in accordance with applicable law.

6. BACKGROUND TO AND REASONS FOR RECOMMENDING THE ACQUISITION The details of the background to and reasons for recommending the Acquisition are set out in full in paragraph 4 of the letter from the Chairman of RDI REIT set out in Part 1 of this document.

7. INFORMATION ON RDI REIT RDI REIT is incorporated and registered in the Isle of Man as a company limited by shares under the IoM Act. RDI REIT has a primary listing on the Official List, is admitted to trading on the London Stock Exchange, and has a secondary listing and admission to trading on the Main Board of the JSE. RDI REIT is a UK Real Estate Investment Trust with a diversified portfolio invested principally in the UK. It is the holding company of the RDI REIT Group, which has historically invested in a diversified portfolio of real estate assets and employed above average levels of leverage to drive income returns and generate dividends to shareholders.

8. CURRENT TRADING AND PROSPECTS OF RDI REIT Details of the current trading and prospects of RDI REIT are contained in paragraph 10 of the letter from the Chairman set out in Part 1 of this document.

9. INFORMATION ON BIDCO, STARWOOD AND ITS FINANCING Bidco Bidco is a newly incorporated Guernsey private limited company, formed by Starwood Funds for the purposes of the Acquisition. Bidco has not traded since the date of its incorporation, nor has it entered into any obligations other than in connection with the Acquisition. Starwood Starwood Capital Group is a private investment firm with a core focus on global real estate, energy infrastructure and oil & gas. Starwood Capital Group and its affiliates maintain 16 offices in seven countries around the world, and currently have approximately 4,100 employees. Since its inception in 1991, Starwood Capital Group has raised over $55 billion of equity capital, and currently has in excess of $70 billion of assets under management. Starwood Capital Group has invested in virtually every category of real estate on a global basis, opportunistically shifting asset classes, geographies and positions in the capital stack as it perceives risk/reward dynamics to be evolving. Over the past 29 years, Starwood Capital Group and its affiliates have successfully executed an investment strategy that involves building enterprises in both the private and public markets. Additional information can be found at www.starwoodcapital.com. Financing of Cash Consideration The Cash Consideration payable to the Scheme Shareholders under the terms of the Acquisition will be financed entirely by equity to be invested by Starwood Funds pursuant to the terms of the Equity Commitment Letter. Eastdil Secured, as sole financial adviser to Bidco, is satisfied that sufficient resources are available to satisfy in full the Cash Consideration payable to Scheme Shareholders under the terms of the Acquisition.

10. PROPERTY VALUATION REPORTS This document contains valuation reports in respect of RDI REIT’s property portfolio as at 28 February 2021 (other than Bahnhof, Altona, Hamburg, as described in the table below), reported on in accordance with Rule 29 of the Takeover Code. RDI REIT’s property portfolio was independently valued at £930.5 as at 28 February 2021, as set out in each of the valuation reports of Savills Advisory Services Limited, Savills Advisory Services Germany GmbH & Co. KG and D2 Real Estate (Jersey) Limited contained in Part 11 of this document. The summary analysis of the property valuations is set out below:

30 RDI REIT P.L.C. Portfolio summary Market value 28 February 2021 £m UK Commercial 474.0 UK Hotels 308.8 UK Retail 35.4 Total UK 818.2 Europe 112.3 Total 930.5(1) Controlled assets 919.9 Held in JVs (Group share) 10.6 (1) Bahnhof, Altona, Hamburg, which has exchanged contracts for sale prior to 28 February 2021, but has not yet completed, is accounted for in the audited accounts of RDI REIT for the financial year ended 31 August 2020 as an asset held for sale at €91.0 million. In accordance with RDI REIT’s audit process this is not required to be revalued and has not been revalued as at 28 February 2021,

11. INTENTIONS FOR THE ENLARGED GROUP The details of the intentions for the Enlarged Group are set out in full in paragraph 5 of the letter from the Chairman of RDI REIT set out in Part 1 of this document.

12. EFFECT OF THE SCHEME ON THE RDI REIT SHARE PLANS Participants in the RDI REIT Share Plans will receive further details of the effect of the Scheme on their outstanding awards in separate letters which will be despatched to them in due course.

13. THE DIRECTORS OF RDI REIT AND THE EFFECT OF THE SCHEME ON THEIR INTERESTS The names of the RDI REIT Directors and the details of their interests in the share capital of RDI REIT, and awards in respect of such share capital, are set out in paragraphs 5.2.1 and 5.2.2 of Part 7 of this document. Particulars of the service contracts and letters of appointment of the RDI REIT Directors are set out in paragraph 6 of Part 7 of this document. Certain of the Independent RDI REIT Directors are participants in the RDI REIT Share Plans and paragraph 12 above will apply to their interests in such schemes in the same manner as in the case of other participants in the RDI REIT Share Plans. Each of the Independent RDI REIT Directors who holds RDI REIT Shares has given Bidco an irrevocable undertaking to vote (or procure the voting) in favour of the Scheme at the Court Meeting and in favour of the Special Resolution at the Extraordinary General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of such Takeover Offer) in respect of 393,847 RDI REIT Shares (representing approximately 0.10 per cent. of the existing issued ordinary share capital of RDI REIT and approximately 0.15 per cent. of the Scheme Shares eligible to vote at the Court Meeting, in each case as at close of business on the Latest Practicable Date. Further details of these irrevocable undertakings (including the circumstances in which they will lapse) are set out in paragraph 4 of Part 7 of this document. Save as disclosed in this document, the effect of the Scheme on such interests of the RDI REIT Directors does not differ from its effect on the like interests of any other person.

14. BIDCO INTERESTS IN RDI REIT SHARES Starwood Funds control or own 112,597,728 RDI REIT Shares representing approximately 29.59 per cent. of RDI REIT’s issued share capital as at the Latest Practicable Date.

15. OFFER-RELATED AGREEMENTS Confidentiality Agreement On 19 February 2021, RDI REIT and Starwood Capital European Operations Limited (“Starwood Europe”) entered into a confidentiality agreement (theConfidentiality “ Agreement”) in relation to the Acquisition, pursuant to which, amongst other things, both parties have undertaken to: (a) subject to certain exceptions, keep information relating to the other and the Acquisition confidential and not to disclose it to third parties; and (b) use such confidential information only in connection with the Acquisition. These confidentiality obligations will remain in force for a period of 18 months from the dateofthe Confidentiality Agreement (or, if earlier, the completion of the Acquisition). The Confidentiality Agreement contains standstill provisions which restricted Starwood Europe and controlled affiliates of Starwood and any person acting in concert with Starwood from acquiring or offering to acquire interests in certain securities of RDI REIT; those restrictions ceased to apply on the making of the Announcement.

RDI REIT P.L.C. 31 PART 2 | EXPLANATORY STATEMENT continued

16. UNITED KINGDOM, ISLE OF MAN AND SOUTH AFRICAN TAXATION The summary in Part 5 of this document is intended as a general guide only. The summaries relate only to the position of certain categories of shareholders (as explained further below) and do not constitute tax advice and do not purport to be a complete analysis of all potential United Kingdom, the Isle of Man or South African tax consequences of the Scheme or of disposing of RDI REIT Shares. If you are in any doubt as to your tax position, or if you are subject to tax in a jurisdiction outside the United Kingdom, the Isle of Man or South Africa, you are strongly advised to consult your independent professional adviser immediately.

17. OVERSEAS SHAREHOLDERS This document and the accompanying documents have been prepared in connection with proposals in relation to a scheme of arrangement pursuant to and for the purpose of complying with English and Isle and Man law, the Takeover Code and the Listing Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England and Wales and the Isle of Man. Nothing in this document or the accompanying documents should be relied on for any other purpose. The release, publication or distribution of this document in jurisdictions other than the United Kingdom, the Isle of Man or South Africa may be restricted by the laws of those jurisdictions and therefore persons who are subject to the laws of any jurisdiction other than the United Kingdom, the Isle of Man or South Africa into whose possession this document comes should inform themselves about and observe such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. This document does not constitute an offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this document or otherwise in any jurisdiction in which such offer or solicitation is unlawful. This document does not constitute a prospectus or a prospectus equivalent document. The Acquisition will be made solely through this document and, in the case of certificated RDI REIT Shares, the Forms of Proxy, which will together contain the full terms and conditions of the Acquisition, including details of how to vote in favour of the Acquisition. Any response in relation to the Acquisition should be made only on the basis of the information contained in this document, the Forms of Proxy or any other document by which the Acquisition is made. The implications of the Scheme for Overseas Shareholders may be affected by the laws of the relevant jurisdictions. Overseas Shareholders should inform themselves about and observe any applicable legal requirements. It is the responsibility of each Overseas Shareholder to satisfy himself as to full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction. It may be difficult for RDI REIT Shareholders who are persons resident in jurisdictions other than the home jurisdictions of RDI REIT to enforce any rights and claims that they may have arising under any securities laws in respect of the Scheme due to the nature of where RDI REIT is located, the residences of the RDI REIT Directors and the enforceability of non-domestic judgments. Overseas Shareholders should consult their own legal and tax advisers with respect to the legal and tax consequences of the Scheme.

18. DELISTING OF RDI REIT SHARES AND RE-LISTING The last day of dealings in, and for registration of transfers of, RDI REIT Shares (other than the registration of the transfer of the Scheme Shares to Bidco pursuant to the Scheme) will in the case of the London Stock Exchange and the JSE, be the last Business Day prior to the Effective Date (provided that, where these would be different dates, it shall be the earlier of such dates in respect of both the London Stock Exchange and the JSE) following which all RDI REIT Shares will be suspended from the Official List and from trading on the Main Market of the London Stock Exchange, and RDI REIT Shares will be disabled in CREST and also suspended from trading on the Main Board of the JSE and disabled in the Strate system. Prior to the Scheme becoming Effective, applications will be made to: (i) the FCA for the cancellation of the listing of the RDI REIT Shares on the Official List and to the London Stock Exchange for the cancellation of the admission to trading of RDI REIT Shares on the Main Market of the London Stock Exchange and (ii) the Main Board of the JSE for the cancellation of the listing and trading of RDI REIT Shares on the JSE. It is expected that such delisting and cancellation of admission to trading would take effect on the second Business Day after the Effective Date or shortly thereafter. It is further intended that, prior to the Scheme becoming Effective, an application will be made to The International Stock Exchange Authority Limited for the RDI REIT Shares to be admitted to trading on The International Stock Exchange in Guernsey (or another “recognised stock exchange” (as defined in section 1137 of the Corporation Tax Act 2010)), which admission is expected to take place at 8:00 a.m. on the Business Day after the Effective Date, or shortly thereafter. Share certificates in respect of Scheme Shares will cease to be valid and should be destroyed on the Effective Date. In addition, entitlements held within CREST or the Strate System to RDI REIT Shares will be cancelled on the Effective Date. If any RDI REIT Shares are held as treasury shares as at the time the Scheme is sanctioned, such treasury shares will be cancelled prior to the Scheme becoming Effective.

32 RDI REIT P.L.C. 19. SETTLEMENT Subject to the Scheme becoming Effective, and in accordance with the terms of the Scheme, settlement of the Cash Consideration to which any Scheme Shareholder is entitled will be effected within 14 days of the Effective Date in the manner set out below. All documents and remittances sent through the post will be sent at the risk of the person(s) entitled to them. Except with the consent of the Panel, settlement of the Cash Consideration to which any Scheme Shareholder is entitled will be implemented in full in accordance with the terms of the Scheme free of any lien, right of set-off, counterclaim or other analogous right to which Bidco may otherwise be, or claim to be, entitled against such Scheme Shareholder. Where Scheme Shares are held in certificated form Where, at the Scheme Record Time, a Scheme Shareholder holds Scheme Shares in certificated form, settlement of Cash Consideration shall be despatched by cheque (in the case of Scheme Shareholders on the IoM Register) or by such other method as may be approved by the Panel. All deliveries of cheques required to be made pursuant to the Scheme shall be effected by posting them no later than 14 days after the Effective Date by first class post in pre-paid envelopes or by such other method as may be approved by the Panel, addressed to the persons entitled to them at their respective addresses as appearing in the register of members of RDI REIT at the Scheme Record Time (or, in the case of joint holders, at the address of that one of the joint holders whose name stands first in the register in respect of such joint holding at such time) and neither RDI REIT nor Bidco nor Starwood Funds (nor any of their respective nominees or agents) shall be responsible for any loss or delay in the transmission of cheques sent in this way. All Cash Consideration due to Scheme Shareholders: (a) registered on the IoM Register, shall be paid in pounds sterling and, in the case of a cheque, drawn on a UK clearing bank; and (b) registered on the South African Register, shall be paid in South African rand and, where the relevant banking details have been confirmed in respect of the relevant Scheme Shareholder, deposited into a South African bank account, with such Cash Consideration being converted into Rand at the GBP/Rand Exchange Rate. In the case of Scheme Shareholders on the IoM Register, all cheques shall be made payable to the holder (except that, in the case of joint holders, Bidco reserves the right to make cheques payable to the joint holder whose name stands first in the Register in respect of such joint holding at the Scheme Record Time) and the encashment of any such cheque shall be a complete discharge to Bidco for the obligation to pay the monies represented thereby. No cheques will be issued or paid to Scheme Shareholders on the South African Register in relation to the payment of the Cash Consideration. The Cash Consideration due to Scheme Shareholders on the South African Register who hold Scheme Shares in certificated form and have not provided their banking details for payment of their Cash Consideration will be held in trust by Computershare Investor Services Proprietary Limited on behalf of such Scheme Shareholder for a period of 3 (three) years from the Effective Date, after which the Cash Consideration will be paid to the benefit of the Guardian’s Fund of the Master of the High Court. In this regard, such Scheme Shareholders irrevocably authorise and appoint each of Bidco (or its agents, as appointed by it), in rem suam (that is, irrevocably for their advantage), with full power of substitution, to act as agent in the name, place and stead of such Scheme Shareholder to pay the Cash Consideration to the benefit of the Guardian’s Fund in the aforesaid manner. For the avoidance of doubt, no interest will accrue for the benefit of Scheme Shareholders on the Cash Consideration. Where Scheme Shares are held in uncertificated or dematerialised form (that is, in CREST or the Strate System) Where, at the Scheme Record Time, a Scheme Shareholder holds Scheme Shares in uncertificated or dematerialised form, the payment of Cash Consideration to which: (a) CREST shareholders are entitled shall be effected through CREST by Bidco instructing (or procuring the instruction of) Euroclear to create a CREST assured payment obligation in accordance with the CREST assured payment arrangements in favour of the appropriate CREST account through which the relevant Scheme Shareholder holds those uncertificated Scheme Shares in respect of the Cash Consideration due to that Scheme Shareholder; or (b) Strate shareholders are entitled shall be effected through the Strate System by Bidco instructing (or procuring the instruction of) Strate or the South African Registrar (as applicable) to create a Strate System assured payment obligation in accordance with the Strate System assured payment arrangements in favour of the appropriate Strate account through which the relevant Scheme Shareholder holds those uncertificated Scheme Shares in respect of the Cash Consideration due to that Scheme Shareholder, with such Cash Consideration having been converted into Rand at the GBP/Rand Exchange Rate. The instruction by (or on behalf of) Bidco to create an assured payment arrangement (whether under CREST or the Strate System) shall be a complete discharge of Bidco’s obligations under the Scheme with reference to payments through CREST or the Strate System (as relevant). The CREST or the Strate System (as relevant) payment obligations set out above will be created within 14 days after the Effective Date. As from the Effective Date, each holding of RDI REIT Shares credited to any stock account in CREST or the Strate System will be disabled and all RDI REIT Shares will be removed from CREST and the Strate System in due course thereafter. Bidco reserves the right to pay Cash Consideration to all or any relevant CREST shareholders at the Scheme Record Time by cheque as set out above if for any reason it wishes to do so.

RDI REIT P.L.C. 33 PART 2 | EXPLANATORY STATEMENT continued

19. SETTLEMENT continued Dividends If any dividend and/or other distribution and/or return of capital is authorised, declared, made or paid in respect of the RDI REIT Shares on or after the date of the Announcement and before the Effective Date, the Cash Consideration shall automatically be reduced by an amount equal to the amount of such dividend and/or distribution and/or return of capital, in which case any reference in this document to the Cash Consideration will automatically be deemed to be a reference to the Cash Consideration as so reduced by the amount of such dividend and/or distribution and/or return of capital. In such circumstances, RDI REIT Shareholders would be entitled to receive and retain any such dividend or other distribution and/or return of capital. Any reduction in the Cash Consideration pursuant to this paragraph shall not be regarded as constituting any revision or variation of the terms of the Acquisition or the Scheme. The RDI REIT Directors no longer intend to declare and pay a dividend prior to the Scheme Record Time.

20. ACTION TO BE TAKEN The Scheme and the Acquisition are subject to the satisfaction or (where applicable) waiver of the Conditions set out in Part 4 of this document. In order to become Effective, the Scheme must be approved by a majority in number of those Scheme Shareholders who are present and vote either in person, through the Virtual Meeting Platform or by proxy at the Court Meeting (or any adjournment thereof) and who represent 75 per cent. or more in value of all Scheme Shares voted by such Scheme Shareholders. Implementation of the Scheme will also require the passing of the Special Resolution by RDI REIT Shareholders at the Extraordinary General Meeting (or any adjournment thereof) (requiring the approval of RDI REIT Shareholders representing 75 per cent. or more of the votes cast on the Special Resolution at the Extraordinary General Meeting (in person, through the Virtual Meeting Platform or by proxy)). The Court Meeting and the Extraordinary General Meeting will both be held at 33 Regent Street, London SW1Y 4NB. The Court Meeting will be held at 10.00 a.m. UK time (11.00 a.m. South African standard time) on 16 April 2021 and the Extraordinary General Meeting will be held at 10.15 a.m. UK time (11.15 a.m. South African standard time) on the same date (or as soon thereafter as the Court Meeting has concluded or been adjourned). Under the IoM Act, the Scheme is also subject to the sanction of the Court at the Court Hearing. In light of the COVID-19 pandemic, it may not be practical or possible to attend the Court Hearing in person. On that basis, any Scheme Shareholder who wishes to raise an objection to the Scheme may, as an alternative of appearing in person or by counsel, email their objection to [email protected] with a copy to RDI REIT’s Company Secretary at [email protected] by 4.00 p.m. on 27 April 2021 and it will be raised with the Court. If the Scheme becomes Effective, it will be binding on all Scheme Shareholders, including those who did not attend remotely or who did not vote or who voted against it at either one or both of the Meetings. You will find enclosed with this document: 1. a blue Form of Proxy for use in respect of the Court Meeting; 2. a white Form of Proxy for use in respect of the Extraordinary General Meeting; 3. a reply paid envelope for use within the United Kingdom and the Isle of Man; and 4. a Virtual Meeting Guide prepared by Lumi explaining how the RDI REIT Shareholders and Scheme Shareholders can remotely access and participate in the Meetings through the Virtual Meeting Platform. If you have not received all of these documents, please contact the IoM Registrar or the SA Registrar (as applicable) on the helpline telephone numbers set out below.

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of Scheme Shareholder opinion. Whether or not you plan to attend both or either of the Meetings through the Virtual Meeting Platform, you are strongly encouraged to sign the enclosed Forms of Proxy and return them in accordance with the instructions printed on those forms by post (in the case of RDI REIT Shareholders on the IoM Register) to Link Group at PXS 1, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL as soon as possible but, in any event, so as to be received by the times and dates below:

Blue Forms of Proxy for the 10.00 a.m. UK time (11.00 a.m. South African standard time) on 14 April 2021 Court Meeting

White Forms of Proxy for the 10.15 a.m. UK time (11.15 a.m. South African standard time) on 14 April 2021 Extraordinary General Meeting

(or in the case of an adjourned Meeting not less than 48 hours prior to the time and date set for the adjourned Meeting.)

34 RDI REIT P.L.C. RDI REIT Shareholders on the South African Register should note their additional instructions set out below. If the blue Form of Proxy for use at the Court Meeting is not lodged by the relevant time, it may be emailed after that time to the IoM Registrar at [email protected] prior to the commencement of the Court Meeting and will still be valid. However, in the case of the Extraordinary General Meeting, unless the white Form of Proxy is lodged so as to be received by the relevant time, or in the case of an adjourned meeting, at least 48 hours prior to the time and date set for the adjourned meeting, it will be invalid. The completion and return of the Forms of Proxy, or the making of such appointment electronically in accordance with the procedures below, will not prevent you from attending and voting virtually at either the Court Meeting or the Extraordinary General Meeting, or any adjournment of such Meetings, through the Virtual Meeting Platform should you wish to do so. RDI REIT Shareholders may appoint a proxy electronically by logging on to the website http://signalshares.com. You will need your unique 11 digit Investor Code (“IVC”). Full details of the procedure are given on the website. If you hold RDI REIT Shares in CREST and wish to appoint a proxy by completing and transmitting a CREST Proxy Instruction in accordance with the procedures set out in the CREST Manual, ensure that it is received by the IoM Registrar (whose CREST ID is RA10) (at least 48 hours before the time appointed for the relevant Meeting). If you have any questions relating to completion and return of the Forms of Proxy, please contact the IoM Registrar on the helpline shown on page 15. Shareholders on the South African Register If you hold your RDI REIT Shares in dematerialised form on the South African Register you should not complete the Forms of Proxy. In order to vote at or attend the Court Meeting and Extraordinary General Meeting you should be in contact with your CSDP or broker. If you have not been contacted by your CSDP or broker, it is advisable for you to contact your CSDP or broker immediately and furnish your CSDP or broker with your voting instructions in the manner and by the cut-off time stipulated by your CSDP or broker in terms of the custody agreement between you and your CSDP or broker. If your CSDP or broker does not obtain voting instructions from you, your CSDP or broker will be obliged to act in accordance with the instructions contained in the custody agreement between you and your CSDP or broker. Should you wish to attend, speak and vote through the Virtual Meeting Platform, or to send a proxy to represent you at the Court Meeting or Extraordinary General Meeting, you must, in accordance with the custody agreement between you and your CSDP or broker, advise your CSDP or broker. Your CSDP or broker should then issue the necessary letter of representation to you for you or your proxy to attend, speak and vote through the Virtual Meeting Platform at the Court Meeting or Extraordinary General Meeting. If you have not dematerialised your shares you may remotely attend the Court Meeting or Extraordinary General Meeting through the Virtual Meeting Platform. Alternatively, you will find enclosed with this document both Forms of Proxy which you are asked to complete in accordance with the instructions printed thereon and return as soon as possible, but in any event so as to be received by the South African Registrar at Rosebank Towers, 15 Biermann Avenue, Rosebank 2196, South Africa or posted to Private Bag X9000, Saxonwold, 2132, or faxed to fax number +27(11) 688 5238, or emailed to [email protected] by 11.00 a.m. South African standard time on 14 April 2021. If the blue Form of Proxy for use at the Court Meeting is not lodged by the relevant time, it may be emailed after that time to the South African Registrar at [email protected] prior to the commencement of the Court Meeting and will still be valid. However, in the case of the Extraordinary General Meeting, unless the white Form of Proxy is lodged so as to be received by the relevant time, or in the case of an adjourned meeting, at least 48 hours prior to the time and date set for the adjourned meeting, it will be invalid. The return of completed Forms of Proxy will not prevent RDI REIT Shareholders from attending virtually the Court Meeting or Extraordinary General Meeting and voting through the Virtual Meeting Platform if they so wish and if they are entitled to do so. If you have any questions relating to completion and return of the Forms of Proxy, please contact the South African Registrar on the helpline shown on page 15.

21. FURTHER INFORMATION The terms of the Scheme are set out in full in Part 3 of this document. Your attention is also drawn to the further information contained in this document, in particular to the Conditions to the implementation of the Scheme and Acquisition in Part 4, the information on UK and South African taxation in Part 5, the financial information on RDI REIT in Part 6 and the additional information set out in Part 7 of this document.

RDI REIT P.L.C. 35 PART 3 | THE SCHEME OF A RRANGEMENT

CHP 21/027 IN THE HIGH COURT OF JUSTICE OF THE ISLE OF MAN CIVIL DIVISION CHANCERY PROCEDURE

IN THE MATTER OF RDI REIT P.L.C. and IN THE MATTER OF THE COMPANIES ACT 2006 SCHEME OF ARRANGEMENT (under Chapter 2 of Part X of the Companies Act 2006) between RDI REIT P.L.C. and THE SCHEME SHAREHOLDERS (as hereinafter defined)

PRELIMINARY In this Scheme, unless inconsistent with the subject or context, the following expressions bear the following meanings:

“Announcement” the announcement made under Rule 2.7 of the Takeover Code on 26 February 2021 regarding the proposed acquisition of RDI REIT P.L.C. by SOF-12 Cambridge Bidco Limited; "Bidco” SOF-12 Cambridge BidCo Limited, a company owned by funds managed and/or advised by Starwood and incorporated in Guernsey with company number 68850, whose registered office is 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey GY1 2HL; “Bidco Group” Bidco and its subsidiaries and subsidiary undertakings and, where the context permits, each of them; “Business Day” a day, other than a Saturday or a Sunday or public holiday or bank holiday, on which clearing banks are generally open for business in the City of London, the Isle of Man, South Africa and Guernsey; “Cash Consideration” the cash consideration of 121.35 pence per Scheme Share payable to Scheme Shareholders for each Scheme Share transferred pursuant to this Scheme, provided that the cash consideration shall automatically be reduced by an amount equal to the amount of any dividend and/or distribution and/or return of capital declared and/or paid by the Company on or after the date of the Announcement, in which case any reference in this Scheme to the Cash Consideration will automatically be deemed to be a reference to the Cash Consideration as so reduced by the amount of such dividend and/or distribution and/or return of capital. Any reduction in the Cash Consideration pursuant to this definition shall not be regarded as constituting any revision or variation of the terms of the Scheme; “certificated” or “in certificated form” a share or other security which is not in uncertificated or dematerialised form (that is, not in CREST or the Strate System); “Companies Registry” the Isle of Man Companies Registry; “Company” RDI REIT P.L.C., a company limited by shares incorporated in the Isle of Man registered with company number 010534V;

36 RDI REIT P.L.C. “Conditions” the conditions to the implementation of the Scheme and the Acquisition which are set out in Part 4 of the Scheme Document; “Court” the High Court of Justice of the Isle of Man; “Court Hearing” the hearing by the Court of the claim to sanction this Scheme under Chapter 2 of Part X of the IoM Act; “Court Meeting” the meeting(s) of Scheme Shareholders to be convened at the direction of the Court pursuant to Chapter 2 of Part X of the IoM Act for the purpose of considering and, if thought fit, approving the Scheme, including any adjournment, postponement or reconvention thereof, notice of which is set out in Part 9 of the Scheme Document; “Court Order” the order of the Court sanctioning this Scheme under Chapter 2 Part X of the IoM Act; “CREST” the system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear in accordance with the Regulations; “Effective” the Scheme having become effective in accordance with its terms, upon the delivery of a certified copy of the Court Order, together with a copy of the Scheme and all other documents required to be annexed thereto (if any), to the Companies Registry and the Companies Registry registering such documents on the Company’s file; “Effective Date” the date on which this Scheme becomes Effective; “Euroclear” Euroclear UK & Ireland Limited, incorporated in England and Wales with registered number 02878738; “Excluded Shares” any RDI REIT Shares which, at the relevant time, are beneficially owned by Starwood Funds or their affiliates or the Wider Bidco Group; Extraordinary General Meeting” the general meeting of RDI REIT Shareholders convened in connection with this Scheme, notice of which is set out in Part 10 of the Scheme Document, including any adjournment, postponement or reconvention thereof; “GBP/Rand Exchange Rate” the average GBP:South African Rand exchange rate obtained by or on behalf of Bidco through one or more market transactions occurring on or prior to the date of publication of the finalisation announcement for the purposes of settling the Cash Consideration due to Scheme Shareholders registered on the South African Register in Rand, such rate will be published in the finalisation announcement to be published on or shortly after 28 April 2021; “holder” in respect of a RDI REIT Share, the person whose name is entered in the Register as the holder of such RDI REIT Share and includes any person entitled by transmission; “IoM Act” the Isle of Man Companies Act 2006 including any statutory modification or re-enactment thereof from time to time in force; “IoM Register” the register of members of the Company kept and maintained on behalf of the Company by the IoM Registrar; “IoM Registrar” Link Market Services (Isle of Man) Limited of Clinch's House, Lord Street, Douglas, Isle of Man, IM99 1RZ, the registrars to the Company in the Isle of Man and UK; “Longstop Date” 26 August 2021 or such later date as may be agreed between Bidco and the Company and, if required, with the Panel’s consent and as the Court may allow; “Panel” the Panel on Takeovers and Mergers;

RDI REIT P.L.C. 37 PART 3 | THE SCHEME OF A RRANGEMENT continued

“RDI REIT Share Plans” the RDI REIT Long Term Performance Share Plan, the RDI REIT Restricted Stock Plan and the RDI REIT Executives Short Term Incentive Plan (which is constituted by an addendum to the service agreements of the executive directors of RDI REIT); “RDI REIT Shares” the existing unconditionally allotted or issued and fully paid ordinary shares of 40p each in the capital of RDI REIT and any further shares which are unconditionally allotted or issued before the Scheme becomes Effective but excluding in both cases any such shares held or which become held in treasury; “Register” the register of members of the Company comprising the South African Register and the IoM Register; “Registrars” the South African Registrar and the IoM Registrar; “Regulations” the Isle of Man Uncertificated Securities Regulations 2006 (Statutory Document No: 743/06), as amended from time to time; “Scheme” this proposed scheme of arrangement under Chapter 2 of Part X of the IoM Act between the Company and the Scheme Shareholders, with or subject to any modification, addition or condition approved or imposed by the Court and agreed by the Company and Bidco; “Scheme Document” the document dated 25 March 2021 sent by the Company to the holders of RDI REIT Shares and persons with information rights, of which this Scheme forms a part; “Scheme Record Time” 6.00 p.m. on the second Business Day immediately following the date of the Court Hearing or such later time as Bidco and the Company may agree; “Scheme Shareholders” the holders of Scheme Shares at any relevant date or time and a “Scheme Shareholder” shall mean any one of the Scheme Shareholders; “Scheme Shares” all RDI REIT Shares: • in issue at the date of this Scheme and which remain in issue at the Scheme Record Time; • (if any) issued after the date of this Scheme but before the Voting Record Time and which remain in issue at the Scheme Record Time; and • (if any) issued at or after the Voting Record Time but at or before the Scheme Record Time, on terms that the holder thereof shall be bound by this Scheme or in respect of which the original or any subsequent holders thereof are, or shall have agreed in writing to be, bound by the Scheme and which remain in issue at the Scheme Record Time, but excluding, in any case, any Excluded Shares at the Scheme Record Time; “South African Register” the branch register of members of the Company kept and maintained on behalf of the Company by the South African Registrar, in South Africa; “South African Registrar” Computershare Investor Services Proprietary Limited, Rosebank Towers, 15 Biermann Avenue, Rosebank 2196, South Africa; “Starwood” Starwood Capital Group; “Starwood Funds” funds managed, controlled or advised by Starwood or its affiliates;

38 RDI REIT P.L.C. “Strate” Strate Proprietary Limited, a private company incorporated in accordance with the laws of South Africa under registration number 1998/022242/07, being a registered central security depositary in terms of the South African Financial Markets Act, 19 of 2012 (as amended), and which manages the electronic clearing and settlement system for transactions that take place on the JSE as well as off-market dealings of securities listed on the JSE; “Strate System” the system for electronic clearing and settlement and holding of uncertificated securities operated by Strate for dealings that take place on the JSE as well as off-market dealings of securities listed on the JSE; “subsidiary”, “subsidiary undertaking”, “associated have the meanings ascribed to them under the Companies Act undertaking”, “holding company undertaking” 2006, as amended from time to time; “Takeover Code” the City Code on Takeovers and Mergers issued by the Panel, as amended from time to time; “UK” or “United Kingdom” the United Kingdom of Great Britain and Northern Ireland; “uncertificated” or “in uncertificated form” a share or other security recorded on the IoM Register as being held in uncertificated form in CREST and title to which, by virtue of the Regulations, may be transferred by means of CREST; and “Voting Record Time” 6.00 p.m. on the day which is two days before the date of the Court Meeting or, if the Court Meeting is adjourned, 6.00 p.m. on the day which is two days before the date of such adjourned meeting. References to Clauses are to Clauses of this Scheme and references to time are to London time. Where the context so admits or requires, the plural includes the singular and vice versa. 1. As at the close of business on 23 March 2021, being the latest practicable date prior to the date of this Scheme, the Company had 380,590,061 ordinary shares of 40 pence each in issue and credited as fully paid. There are currently no RDI REIT Shares held by the company in treasury. 2. Awards over 945,159 RDI REIT Shares have been granted pursuant to the RDI REIT Share Plans and remain unexercised at the date of this Scheme. 3. As at the date of this Scheme, Starwood Funds, their affiliates and the Bidco Group hold 112,597,728 RDI REIT Shares. 4. Bidco has, subject to the satisfaction or, where capable, waiver of the Conditions, agreed to appear by counsel at the Court Hearing, to consent to this Scheme and to undertake to the Court to be bound thereby and to execute and do, or procure to be executed and done, all such documents, acts or things as may be necessary or desirable to be executed or done by it or on its behalf for the purpose of giving effect to this Scheme (including, without limitation, settling the Cash Consideration payable to the Scheme Shareholders pursuant to this Scheme).

RDI REIT P.L.C. 39 THE SCHEME

1. TRANSFER OF THE SCHEME SHARES 1.1 Upon and with effect from the Effective Date, Bidco and/or its nominee(s) shall acquire all the Scheme Shares fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and other interests of any nature, and together with all rights at the Effective Date or thereafter attached thereto, including voting rights and the right to receive and retain all dividends and other distributions (if any) declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the Effective Date in respect of the Scheme Shares. 1.2 For the purposes of such acquisition, the Scheme Shares shall be transferred to Bidco (and/or its nominee(s)) by means of a written form of transfer or other written instrument of transfer, or by means of CREST and, to give effect to such transfers, any person may be appointed by Bidco as attorney and/or agent and/or otherwise, and is hereby authorised as such attorney and/or agent and/or otherwise on behalf of the holder or holders concerned, to execute and deliver as transferor a written form of transfer or other written instrument of transfer, or to procure the transfer by means of CREST, in each case by deed or otherwise, any Scheme Shares and every written form or instrument of transfer so executed shall be as effective as if it had been executed or given by the holder or holders of the Scheme Shares thereby transferred. Such form or instrument of transfer shall be deemed to be the principal instrument of transfer and the equitable or beneficial interest in the Scheme Shares shall only be transferred to Bidco (and/or its nominee(s)), together with the legal interest in such Scheme Shares, pursuant to such form or instrument of transfer, or by means of CREST. 1.3 Pending the registration of Bidco (and/or its nominee(s)) as the holder of any Scheme Share to be transferred pursuant to this Scheme, each Scheme Shareholder irrevocably appoints Bidco (and its nominees), and Bidco (and its nominees) shall be empowered upon and with effect from the Effective Date to act as attorney or, failing that, as agent and/or otherwise on behalf of each holder of any such Scheme Share to act in accordance with such directions as Bidco (or its nominee) may give in relation to any dealings with or disposal of such share (or any interest in such share), exercising any any or rights, votes or privileges attached thereto or receiving any distribution or other benefit accruing or payable in respect thereof, to sign any consent to short notice of any general or separate class meeting of RDI REIT and to execute a form of proxy in respect of its Scheme Shares appointing any person nominated by Bidco (or its nominee) to attend general and separate class meetings of RDI REIT and authorises RDI REIT to send to Bidco and/or its nominee(s) any notice, circular, warrant or other document or communication which may be required to be sent to them as a member of RDI REIT, and the registered holder of such Scheme Share shall exercise all rights and privileges attaching thereto in accordance with the directions of Bidco (or its nominee) but not otherwise. 1.4 The authority granted pursuant to Clause 1.2 and Clause 1.3 shall be treated for all purposes as having been granted by deed. 1.5 The Company shall register, or procure the registration of, any transfer(s) of Scheme Shares effected in accordance with Clause 1.2 above. 2. CONSIDERATION FOR THE TRANSFER OF THE SCHEME SHARES 2.1 In consideration for the transfer of the Scheme Shares as provided in Clause 1 of this Scheme, Bidco shall (subject to the remaining provisions of this Scheme) pay to, or for the account of, the Scheme Shareholders (as appearing in the Register at the Scheme Record Time) 121.35 pence in cash for each Scheme Share held, provided that, if the Company declares, makes or pays a dividend and/or other distribution and/or return of capital on or before the Effective Date, the price per Scheme Share shall automatically be reduced by such amount payable by way of dividend and/or distribution and/or return of capital per Scheme Share. Any such reduction of the Cash Consideration shall not be regarded as constituting any revision or variation of the terms of the Scheme. 2.2 If the price per Scheme Share payable by Bidco is automatically reduced in accordance with Clause 2.1 above by the amount of any dividend (or other distribution or return of capital): 2.2.1 the Scheme Shareholders (appearing on the Register at the relevant record time as determined by the directors of the Company) shall be entitled to receive and retain that dividend (or other distribution or return of capital) in respect of the Scheme Shares they hold; 2.2.2 any reference in this Scheme to the consideration payable under the Scheme shall be deemed a reference to the price per Scheme Share as so reduced; and 2.2.3 such automatic reduction shall not require Bidco to provide notice to the Scheme Shareholders or the Company and shall not be regarded as constituting any revision or variation of the terms of this Scheme. 2.3 To the extent that any such dividend and/or other distribution and/or other return of capital is declared, made or paid in respect of RDI REIT Shares and is (i) transferred pursuant to the Acquisition on a basis which entitles Bidco to receive and retain the dividend and/or other distribution and/or other return of capital or (ii) cancelled, the Cash Consideration will not be subject to change in accordance with Clause 2.1 of this Scheme.

40 RDI REIT P.L.C. 3. PAYMENTS 3.1 As soon as practicable after the Effective Date, and in any event not more than 14 days after the Effective Date (or such other period as may be approved by the Panel), settlement of the Cash Consideration shall be effected as follows: 3.1.1 in the case of Scheme Shares which at the Scheme Record Time are in certificated form and registered on the IoM Register, Bidco shall despatch, or procure the despatch of, to the persons entitled thereto in accordance with the provisions of Clause 3.2 of this Scheme, cheques for the Cash Consideration payable to them respectively pursuant to Clause 2 of this Scheme; or 3.1.2 in the case of Scheme Shares which at the Scheme Record Time are in uncertificated form and registered on the IoM Register, Bidco shall instruct (or procure the instruction of) Euroclear to create a CREST assured payment obligation in respect of the Cash Consideration payable to the persons entitled thereto in accordance with the CREST payment arrangements, provided that Bidco reserves the right to make payment of the Cash Consideration by cheque as described in Clause 3.1.1 above if, for any reason, it wishes to do so; or 3.1.3 in the case of Scheme Shares which at the Scheme Record Time are in dematerialised form and registered on the South African Register, Bidco shall instruct (or procure the instruction of) Strate and the South African Registrar (as applicable) to create a Strate System assured payment obligation in respect of the Cash Consideration payable to the persons entitled thereto in accordance with the Strate System assured payment arrangements. 3.2 All deliveries of cheques required to be made under this Scheme shall be effected by posting the same no later than 14 days after the Effective Date by first class post in prepaid envelopes (or by such other method as may be approved by the Panel) addressed to the persons entitled to them at their respective addresses as appearing in the Register at the Scheme Record Time (or, in the case of joint holders, at the address of the joint holder whose name stands first in the Register in respect of such joint holding at such time) or in accordance with any special instructions regarding communications, and none of Bidco, Starwood Funds, the Company, the Registrars or their respective agents or nominee(s) shall be responsible for any loss or delay in the transmission of any cheque or payment sent in accordance with this Clause 3, which shall be sent at the risk of the person entitled to it. 3.3 All Cash Consideration due to Scheme Shareholders: 3.3.1 registered on the IoM Register shall be paid in pounds sterling and, in the case of a cheque, drawn on a UK clearing bank; and 3.3.2 registered on the South African Register shall be paid in South African rand and, where the relevant banking details have been confirmed in respect of the relevant Scheme Shareholder, by deposit into a South African bank account, with such Cash Consideration being converted to rand at the GBP/Rand Exchange Rate. 3.4 In respect of Scheme Shareholders registered on the IoM Register, all cheques shall be made payable to the holder (except that, in the case of joint holders, Bidco reserves the right to make cheques payable to the joint holder whose name stands first in the Register in respect of such joint holding at the Scheme Record Time) and the encashment of any such cheque shall be a complete discharge to Bidco for the obligation to pay the monies represented thereby. In respect of payments made through CREST or the Strate System, Bidco shall instruct (or procure the instruction of) Euroclear or Strate (as applicable) such that an assured payment obligation is credited in accordance with the CREST or the Strate System (as the case may be) assured payment arrangements. The instruction of Euroclear or Strate (as applicable) shall be a complete discharge of Bidco’s obligations under this Scheme with reference to payments made through CREST or the Strate System. 3.5 No cheques will be issued or paid to Scheme Shareholders on the South African Register in relation to the payment of the Cash Consideration. The Cash Consideration due to Scheme Shareholders on the South African Register who hold Scheme Shares in certificated form and have not provided their banking details for payment of their Cash Consideration will be held in trust by Computershare Investor Services Proprietary Limited on behalf of such Scheme Shareholder for a period of 3 (three) years from the Effective Date, after which the Cash Consideration will be paid to the benefit of the Guardian’s Fund of the Master of the High Court. In this regard, such Scheme Shareholders irrevocably authorise and appoint each of Bidco (or its agents, as appointed by it), in rem suam (that is, irrevocably for their advantage), with full power of substitution, to act as agent in the name, place and stead of such Scheme Shareholder to pay the Cash Consideration to the benefit of the Guardian’s Fund in the aforesaid manner. For the avoidance of doubt, no interest will accrue for the benefit of Scheme Shareholders on the Cash Consideration. 3.6 In the case of any Scheme Shares issued or transferred under the RDI REIT Share Plans after the Court Hearing and before the Scheme Record Time, Bidco may satisfy the consideration due to the relevant Scheme Shareholders under Clause 2 by the payment to the Company of the aggregate consideration no later than 14 days after the Effective Date and the Company will procure that any such sums paid to it are paid to the relevant Scheme Shareholders as soon as practicable and in any event no later than 14 days after the Effective Date, such payment to be made after deduction of any amounts required to be paid by the relevant Scheme Shareholders’ employing company to any relevant tax authority in respect of applicable income tax and social security contributions for which the relevant Scheme Shareholders are liable arising on the receipt of such Scheme Shares by such Scheme Shareholders under the RDI REIT Share Plans. 3.7 The provisions of this Clause 3 shall be subject to any prohibition or condition imposed by law.

RDI REIT P.L.C. 41 THE SCHEME continued

4. CERTIFICATES AND CANCELLATIONS With effect from and including the Effective Date: 4.1 all certificates representing the Scheme Shares shall cease to have effect as documents of title to the Scheme Shares comprised therein, and every holder thereof shall be bound at the request of the Company to deliver up such certificate(s) to the Company or as it may direct, or to destroy them; 4.2 in respect of those holders of Scheme Shares holding Scheme Shares in uncertificated or dematerialised form, Euroclear shall be instructed to cancel or transfer such holders’ entitlements to such Scheme Shares and Strate shall be instructed to cancel the entitlements of Scheme Shareholders to Scheme Shares held in dematerialised form; 4.3 following the cancellation of entitlements to Scheme Shares held by Scheme Shareholders in uncertificated or dematerialised form, the Registrars shall be authorised to rematerialise entitlements to such Scheme Shares; and 4.4 subject to completion of such written forms or instruments of transfer as may be required under Clause 1 of this Scheme, or transfers by means of CREST, appropriate entries shall be made in the Register to reflect the transfer of the Scheme Shares with effect from the Effective Date. 5. EFFECTIVE DATE 5.1 This Scheme shall become effective as soon as a certified copy of the order of the Court sanctioning this Scheme under Chapter 2 of Part X of the IoM Act, together with a copy of the Scheme and all other documents required to be annexed thereto (if any), shall have been delivered to the Companies Registry and the Companies Registry shall have registered such documents on the Company’s file. 5.2 Unless this Scheme shall become effective on or before 11.59 p.m. on the Longstop Date or such later date and time (if any) as Bidco and the Company may, subject to the Takeover Code and/or (if required) with the consent of the Panel, agree and the Court may allow, this Scheme shall never become Effective. 6. MODIFICATION Bidco and the Company may jointly consent on behalf of all persons concerned to any modification of, or addition to, this Scheme or to any condition which the Court may approve or impose. Any such modification or addition shall require the consent of the Panel where such consent is required under the Takeover Code.

7. GOVERNING LAW 7.1 This Scheme and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of the Isle of Man. The rules of the Takeover Code will, so far as they are appropriate, apply to this Scheme. 7.2 The courts of the Isle of Man shall have exclusive jurisdiction in relation to any dispute or claim arising out of or in connection with this Scheme.

Dated: 25 March 2021

42 RDI REIT P.L.C. PART 4 | CONDITIONS AND FURTHER TERMS OF THE ACQUISITION AND THE SCHEME

Part A: The Conditions 1. The Acquisition will be conditional upon the Scheme becoming unconditional and becoming effective, subject to the provisions of the Takeover Code, by no later than 11.59 p.m. on the Longstop Date, or such later date (if any) as Bidco and RDI REIT may, with the consent of the Panel, agree and (if required) the Court may allow. 2. The Scheme will be subject to the following Conditions: 2.1 (i) its approval by a majority in number of Scheme Shareholders who are on the register of members of RDI REIT (or the relevant class or classes thereof) at the Voting Record Time, present and voting, whether in person (including through the Virtual Meeting Platform) or by proxy, at the Court Meeting and at any separate class meeting which may be required (or any adjournment thereof) and who represent not less than 75 per cent. in value of the Scheme Shares voted by those Scheme Shareholders, and (ii) such Court Meeting being held on or before the 22nd day after the expected date of the Court Meeting set out in this document (or such later date as may be agreed between Bidco and RDI REIT (and that the Court may approve)); 2.2 (i) the Special Resolution being duly passed by the requisite majority of RDI REIT Shareholders at the Extraordinary General Meeting (or any adjournment thereof) and (ii) such Extraordinary General Meeting being held on or before the 22nd day after the expected date of the Extraordinary General Meeting set out in this document (or such later date as may be agreed between Bidco and RDI REIT (and that the Court may approve)); and 2.3 (i) the sanction of the Scheme by the Court (with or without modification (but subject to any such modification being acceptable to Bidco and RDI REIT)) and the delivery of a certified copy of the Court Order, together with a copy of the Scheme and all documents required to be annexed thereto (if any), to the Companies Registry for registration within seven days after the making of the Court Order and registration of such documents on the file of RDI REIT by the Companies Registry; and (ii) the Court Hearing being held on or before the 22nd day after the expected date of the Court Hearing set out in this document (or such later date as may be agreed between Bidco and RDI REIT (and that the Court may approve)). General Conditions 3. In addition, Bidco and RDI REIT have agreed that, subject as stated in Part B below and to the requirements of the Panel and in accordance with the Takeover Code, the Acquisition will be conditional upon the following conditions and, accordingly, the necessary actions to make the Scheme effective will not be taken unless the following conditions (as amended if appropriate) have been satisfied or, where relevant, waived: Other Third Party clearances 3.1 no central bank, government or governmental, quasi-governmental, state or local government, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, agency, association, institution, environmental body, employee representative body or any other body or person whatsoever in any jurisdiction (each a “Third Party”) having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or having required any action to be taken or otherwise having done anything or having enacted, made or proposed any statute, regulation, decision, order or change to published practice or having taken any other steps, and there not continuing to be outstanding any statute, regulation, decision or order, which would or might reasonably be expected to: 3.1.1 make the Acquisition, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, any member of the Wider RDI REIT Group by any member of the Wider Bidco Group void, illegal and/or unenforceable in any jurisdiction, or otherwise directly or indirectly prevent, prohibit, or restrain, restrict, impede, challenge, materially delay or otherwise interfere with the implementation of, or impose material additional conditions or obligations with respect to, the Acquisition or the acquisition of any shares or other securities in, or control or management of, any member of the Wider RDI REIT Group by any member of the Wider Bidco Group or require amendment of the Scheme; 3.1.2 require, prevent or materially delay the divestiture or alter the terms envisaged for such divestiture by any member of the Wider Bidco Group or by any member of the Wider RDI REIT Group of all or any part of their businesses, assets or property or impose any limitation on the ability of all or any of them to conduct their respective businesses (or any part thereof) or to own, control or manage any of their respective assets or properties (or any part thereof) in each case to an extent which is material in the context of the Wider RDI REIT Group or Wider Bidco Group (as applicable) taken as a whole or in the context of the Acquisition; 3.1.3 impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Bidco Group directly or indirectly to acquire or hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in RDI REIT (or any member of the Wider RDI REIT Group) or on the ability of any member of the Wider RDI REIT Group or any member of the Wider Bidco Group directly or indirectly to hold or exercise effectively any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise management control over, any member of the Wider RDI REIT Group to an extent which is material in the context of the Wider RDI REIT Group or Wider Bidco Group (as applicable) taken as a whole or in the context of the Acquisition; 3.1.4 except pursuant to section 160 of the IoM Act and other than pursuant to the implementation of the Acquisition, require any member of the Wider Bidco Group or the Wider RDI REIT Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider RDI REIT Group or any asset owned by any third party;

RDI REIT P.L.C. 43 PART 4 | CONDITIONS AND FURTHER TERMS OF THE ACQUISITION AND THE SCHEME continued

Part A: The Conditions continued Other Third Party clearances continued 3.1.5 require, prevent or delay a divestiture by any member of the Wider Bidco Group of any shares or other securities (or the equivalent) in any member of the Wider RDI REIT Group; 3.1.6 result in any member of the Wider RDI REIT Group ceasing to be able to carry on business under any name under which it presently carries on business which is material in the context of the Wider RDI REIT Group taken as a whole or in the context of the Acquisition; 3.1.7 impose any limitation on the ability of any member of the Wider Bidco Group or any member of the Wider RDI REIT Group to conduct, integrate or co-ordinate all or any part of their respective businesses with all or any part of the business of any other member of the Wider Bidco Group and/or the Wider RDI REIT Group in a manner which is adverse and material to the Wider Bidco Group and/or the Wider RDI REIT Group, in either case, taken as a whole or in the context of the Acquisition; or 3.1.8 except as Disclosed, otherwise adversely affect the business, assets, value, profits, prospects or operational performance of any member of the Wider RDI REIT Group or any member of the Wider Bidco Group to an extent which is material in the context of the Wider RDI REIT Group taken as a whole; and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Acquisition or proposed acquisition of any RDI REIT Shares or otherwise intervene having expired, lapsed, or been terminated; 3.2 all notifications, filings or applications which are necessary or reasonably considered by Bidco to be appropriate having been made in connection with the Acquisition and all necessary waiting and other time periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with in respect of the Acquisition in each case where the direct consequence of a failure to make such notification, filing or application or to wait for the expiry, lapse or termination of any such waiting or other time period would be unlawful in any relevant jurisdiction or have a material adverse effect on the Wider RDI REIT Group, any member of the Wider Bidco Group or the ability of Bidco to implement the Scheme; 3.3 all Authorisations necessary or reasonably considered by Bidco to be appropriate in any jurisdiction for or in respect of the Acquisition or the proposed acquisition of any shares or other securities in, or control of, RDI REIT by any member of the Wider Bidco Group having been obtained in terms and in a form reasonably satisfactory to Bidco from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider RDI REIT Group or the Wider Bidco Group has entered into contractual arrangements where the direct consequence of a failure to obtain such Authorisation would be unlawful in any relevant jurisdiction or have a material adverse effect on the Wider RDI REIT Group, any member of the Wider Bidco Group or the ability of Bidco to implement the Acquisition and all such Authorisations (together with all Authorisations necessary to carry on the business of any member of the Wider RDI REIT Group in any jurisdiction which is material in the context of the Wider Bidco Group or the Wider RDI REIT Group as a whole or of the financing of the Acquisition) remaining in full force and effect and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations, in each case at the time at which the Scheme becomes otherwise unconditional in all respects; 3.4 no temporary restraining order, preliminary or permanent injunction, preliminary or permanent enjoinment, or other order issued and being in effect by a court or other Third Party which has the effect of making the Acquisition or any acquisition or proposed acquisition of any shares or other securities or control or management of, any member of the Wider RDI REIT Group by any member of the Wider Bidco Group, or the implementation of either of them, void, voidable, illegal and/or unenforceable under the laws of any relevant jurisdiction, or otherwise directly or indirectly prohibiting, preventing, restraining, restricting, delaying or otherwise interfering with the completion or the approval of the Acquisition or any matter arising from the proposed acquisition of any shares or other securities in, or control or management of, any member of the Wider RDI REIT Group by any member of the Wider Bidco Group; Confirmation of absence of adverse circumstances 3.5 except as Disclosed, there being no provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider RDI REIT Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or subject or any event or circumstance which, as a consequence of the Acquisition or the proposed acquisition by any member of the Wider Bidco Group of any shares or other securities in RDI REIT or because of a change in the control or management of any member of the Wider RDI REIT Group or otherwise, would or might reasonably be expected to result in any of the following, in each case to an extent which is material in the context of the Wider RDI REIT Group taken as a whole or in the context of the Acquisition: 3.5.1 any monies borrowed by, or any other indebtedness, actual or contingent of, or any grant available to, any member of the Wider RDI REIT Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

44 RDI REIT P.L.C. 3.5.2 the rights, liabilities, obligations, interests or business of any member of the Wider RDI REIT Group or any member of the Wider Bidco Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Wider RDI REIT Group or any member of the Wider Bidco Group in or with any other firm or company or body or person (or any agreement or arrangement relating to any such business or interests) being, or becoming capable of being, terminated or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken or arising thereunder; 3.5.3 any member of the Wider RDI REIT Group ceasing to be able to carry on business under any name under which it presently carries on business which is material in the context of the Wider RDI REIT Group; 3.5.4 any assets or interests of, or any asset the use of which is enjoyed by, any member of the Wider RDI REIT Group being or falling to be disposed of or charged or ceasing to be available to any such member or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any such member of the Wider RDI REIT Group otherwise than in the ordinary course of business; 3.5.5 other than in the ordinary course of business, the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interest of any member of the Wider RDI REIT Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen), being or becoming enforceable; 3.5.6 the business, assets, value, financial or trading position, profits, prospects or operational performance of any member of the Wider RDI REIT Group being prejudiced or adversely affected; 3.5.7 the creation or acceleration of any liability (actual or contingent) by any member of the Wider RDI REIT Group (including any material tax liability) other than trade creditors or other liabilities incurred in the ordinary course of business; 3.5.8 any liability of any member of the Wider RDI REIT Group to make any severance, termination, bonus or other payment to any of its directors or other officers other than in the ordinary course of business; or 3.5.9 any requirement on any member of the Wider RDI REIT Group to acquire, subscribe, pay up or repay any shares or other securities (or the equivalent). Certain events occurring since 31 August 2020 3.6 except as Disclosed, no member of the Wider RDI REIT Group having, since 31 August 2020: 3.6.1 save as between RDI REIT and its wholly-owned subsidiaries or between such wholly owned subsidiaries and save for the issue or transfer out of treasury of RDI REIT Shares on the exercise of options or vesting of awards granted in the ordinary course under the RDI REIT Share Plans, issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of RDI REIT Shares out of treasury; 3.6.2 other than to another member of the RDI REIT Group, recommended, declared, paid or made or agreed to recommend, declare, pay or make any bonus issue, dividend or other distribution (whether payable in cash or otherwise); 3.6.3 save as between RDI REIT and its wholly-owned subsidiaries or between such wholly-owned subsidiaries, merged with (by statutory merger or otherwise) or demerged from or acquired any body corporate, partnership or business or acquired or disposed of, or (other than in the ordinary course of business) transferred, mortgaged or charged or created any security interest over, any assets or any right, title or interest in any asset (including shares and trade investments) or authorised, proposed or announced any intention to do so, in each case to an extent which is material in the context of the Wider RDI REIT Group taken as a whole; 3.6.4 save as between RDI REIT and its wholly-owned subsidiaries or between such wholly-owned subsidiaries, made, authorised, proposed or announced an intention to propose any change in its loan capital to an extent which is material in the context of the Wider RDI REIT Group taken as a whole; 3.6.5 issued, authorised or proposed or announced an intention to authorise or propose the issue of, or made any change in or to the terms of, any debentures or (save in the ordinary course of business and save as between RDI REIT and its wholly-owned subsidiaries or between such wholly-owned subsidiaries) incurred or increased any indebtedness or become subject to any contingent liability to an extent which is material in the context of the Wider RDI REIT Group taken as a whole or in the context of the Acquisition; 3.6.6 entered into, varied, authorised or proposed entry into or variation of, or announced its intention to enter into or vary, any contract, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) (otherwise than in the ordinary course of business) which is of a long term, unusual or onerous nature or magnitude or which involves or could reasonably be expected to involve an obligation of such nature or magnitude which is or would be reasonably likely to be restrictive on the business of any member of the Wider RDI REIT Group taken as a whole; 3.6.7 entered into any licence or other disposal of intellectual property rights of any member of the Wider RDI REIT Group which are material in the context of the Wider RDI REIT Group and outside the normal course of business;

RDI REIT P.L.C. 45 PART 4 | CONDITIONS AND FURTHER TERMS OF THE ACQUISITION AND THE SCHEME continued

Part A: The Conditions continued Certain events occurring since 31 August 2020 continued 3.6.8 entered into, varied, authorised or proposed entry into or variation of, or announced its intention to enter into or vary the terms of or made any offer (which remains open for acceptance) to enter into or vary the terms of, any contract, commitment, arrangement or any service agreement with any director or senior executive of the Wider RDI REIT Group save for salary increases, bonuses or variations of terms in the ordinary course; 3.6.9 proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme, or other benefit relating to the employment or termination of employment of any employee of the Wider RDI REIT Group which, taken as a whole, are material in the context of the Wider RDI REIT Group taken as a whole; 3.6.10 (a) made, agreed or consented to or procured any change to: (a) the terms of the trust deeds, rules, policy or other governing documents constituting any pension scheme or other retirement or death benefit arrangement established for the directors, former directors, employees or former employees of any entity in the Wider RDI REIT Group or their dependants and established by a member of the Wider RDI REIT Group (a “Relevant Pension Plan”); (b) the basis on which benefits accrue, pensions which are payable or the persons entitled to accrue or be paid benefits, under any Relevant Pension Plan; (c) the basis on which the liabilities of any Relevant Pension Plan are funded, valued or made; (d) the manner in which the assets of any Relevant Pension Plan are invested; (e) the basis or rate of employer contribution to a Relevant Pension Plan; or (b) entered into or proposed to enter into one or more bulk annuity contracts in relation to any Relevant Pension Plan; or (c) carried out any act: (a) which would or could reasonably be expected to lead to the commencement of the winding up of any Relevant Pension Plan; (b) which would or is reasonably likely to create a material debt owed by an employer to any Relevant Pension Plan; (c) which would or might accelerate any obligation on any employer to fund or pay additional contributions to any Relevant Pension Plan; or (d) which would or might, having regard to the published guidance of the Pensions Regulator, give rise directly or indirectly to a liability in respect of a Relevant Pension Plan arising out of the operation of sections 38 and 38A of the Pensions Act 2004 in relation to a Relevant Pension Plan, in each case to an extent which is material in the context of the Wider RDI REIT Group taken as a whole or in the context of the Acquisition and other than as required in accordance with applicable law; 3.6.11 changed the trustee or trustee directors or other fiduciary of any Relevant Pension Plan; 3.6.12 entered into, implemented or effected, or authorised, proposed or announced its intention to implement or effect, any joint venture, asset or profit sharing arrangement, partnership, composition, assignment, reconstruction, amalgamation, commitment, scheme or other transaction or arrangement (other than the Scheme) otherwise than in the ordinary course of business which is material in the context of the Wider RDI REIT Group taken as a whole or in the context of the Acquisition; 3.6.13 purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect of the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital to an extent which (other than in the case of RDI REIT) is material in the context of the Wider RDI REIT Group taken as a whole; 3.6.14 other than with respect to claims between RDI REIT and its wholly owned subsidiaries (or between such subsidiaries), waived, compromised, abandoned or settled any claim or regulatory proceeding (whether actual or threatened and whether by or against any member of the Wider RDI REIT Group) otherwise than in the ordinary course of business and which is material in the context of the Wider RDI REIT Group taken as a whole or in the context of the Acquisition; 3.6.15 made any alteration to its articles of association or other constitutional documents (in each case, other than in connection with the Acquisition) which is material in the context of the Wider RDI REIT Group taken as a whole or in the context of the Acquisition; 3.6.16 (other than in respect of a member of the Wider RDI REIT Group which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding‑up (voluntary or otherwise), dissolution, reorganisation or for the appointment of any administrator, receiver, manager, administrative receiver, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed which is material in the context of the Wider RDI REIT Group taken as a whole or in the context of the Acquisition; 3.6.17 been unable or deemed unable under section 163(1) of the Isle of Man Companies Act 1931, which applies to RDI REIT by virtue of section 182 of the IoM Act, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business which is material in the context of the Wider RDI REIT Group taken as a whole; 3.6.18 terminated or varied the terms of any agreement or arrangement between any member of the Wider RDI REIT Group and any other person in a manner which would or might reasonably be expected to have a material adverse effect on the financial position of the Wider RDI REIT Group taken as a whole;

46 RDI REIT P.L.C. 3.6.19 having taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of RDI REIT Shareholders in general meeting in accordance with, or as contemplated by, Rule 21 of the Takeover Code; or 3.6.20 entered into any contract, commitment, agreement or arrangement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition; No material adverse change 3.7 since 31 August 2020, and except as Disclosed, there having been: 3.7.1 no adverse change or deterioration in the business, assets, value, financial or trading position, profits, prospects or operational performance of any member of the Wider RDI REIT Group to an extent which is material to the Wider RDI REIT Group taken as a whole and no circumstances have arisen which would or might reasonably be expected to result in such adverse change or deterioration; 3.7.2 no litigation, arbitration proceedings, prosecution or other legal proceedings including, without limitation, with regard to intellectual property rights used by the Wider RDI REIT Group having been threatened, announced, implemented or instituted by or against or remaining outstanding against any member of the Wider RDI REIT Group or to which any member of the Wider RDI REIT Group is or may become a party (whether as claimant or defendant or otherwise) and no enquiry, review, investigation or enforcement proceedings by, or complaint or reference to, any Third Party against or in respect of any member of the Wider RDI REIT Group having been threatened, announced, implemented or instituted by or against, or remaining outstanding in respect of, any member of the Wider RDI REIT Group which, in any such case, has had or might be expected to have a material adverse effect on the Wider RDI REIT Group taken as a whole; 3.7.3 no contingent or other liability having arisen, increased or become apparent which has had or is reasonably likely to adversely affect the business, assets, financial or trading position, profits, prospects or operational performance of any member of the Wider RDI REIT Group to an extent which is material to the Wider RDI REIT Group taken as a whole; 3.7.4 no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence or permit held by any member of the Wider RDI REIT Group, which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which has had, or would reasonably be expected to have, a material adverse effect on the Wider RDI REIT Group taken as a whole; and 3.7.5 no member of the Wider RDI REIT Group having conducted its business in breach of any applicable laws and regulations which in any case is material in the context of the Wider RDI REIT Group taken as a whole. No discovery of certain matters 3.8 except as Disclosed, Bidco not having discovered: 3.8.1 that any financial, business or other information concerning the Wider RDI REIT Group publicly announced or disclosed to any member of the Wider Bidco Group at any time prior to the Announcement by or on behalf of any member of the Wider RDI REIT Group or to any of their advisers is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make that information not misleading and which was not subsequently corrected before the date of the Announcement by disclosure either publicly or otherwise to Bidco or its professional advisers and which is, in any case, material in the context of the Wider RDI REIT Group taken as a whole or in the context of the Acquisition; 3.8.2 that, since 31 August 2020, any member of the Wider RDI REIT Group is subject to any liability, contingent or otherwise and which is material in the context of the Wider RDI REIT Group taken as a whole; or 3.8.3 any information which affects the import of any information disclosed at any time prior to the Announcement by or on behalf of any member of the Wider RDI REIT Group which is material in the context of the Wider RDI REIT Group taken as a whole;

RDI REIT P.L.C. 47 PART 4 | CONDITIONS AND FURTHER TERMS OF THE ACQUISITION AND THE SCHEME continued

Part A: The Conditions continued Environmental liabilities 3.9 except as Disclosed, Bidco not having discovered that: 3.9.1 any past or present member of the Wider RDI REIT Group has failed to comply with any and/or all applicable legislation or regulation or other requirements of any jurisdiction with regard to the use, treatment, handling, storage, carriage, disposal, spillage, release, discharge, leak or emission of any waste or hazardous substance or any substance likely to impair the environment (including property) or harm human health or animal health or otherwise relating to environmental matters or the health and safety of humans, or that there has otherwise been any such use, treatment, handling, storage, carriage, disposal, spillage, release, discharge, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation or regulations, and wherever the same may have taken place) any of which disposal, spillage, release, discharge, leak or emission would be likely to give rise to any liability (actual or contingent) or cost on the part of any member of the Wider RDI REIT Group; or 3.9.2 there is, or is likely to be, for that or any other reason whatsoever, any liability (actual or contingent) of any past or present member of the Wider RDI REIT Group to make good, remediate, repair, reinstate or clean up any property or any controlled waters now or previously owned, occupied, operated or made use of or controlled by any such past or present member of the Wider RDI REIT Group (or on its behalf) or by any person for which a member of the Wider RDI REIT Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest, under any environmental legislation, common law, regulation, notice, circular or order of any Third Party or to contribute to the cost thereof or associated therewith or indemnify any person in relation thereto, in each case, which is or would be material in the context of the Wider RDI REIT Group taken as a whole; Intellectual Property 3.10 no circumstance having arisen or event having occurred in relation to any intellectual property owned or used by any member of the Wider RDI REIT Group which would have a material adverse effect on the Wider RDI REIT Group taken as a whole or is otherwise material in the context of the Acquisition; Anti-corruption and sanctions 3.11 except as Disclosed, Bidco not having discovered that: 3.11.1 any past or present member, director, officer or employee of the Wider RDI REIT Group or any other person that performs or has performed services for or on behalf of any such entity and for whom the Wider RDI REIT Group is liable is or has at any time engaged in any activity, practice or conduct (or omitted to take any action) in contravention of the UK Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, as amended or any other applicable anti‑corruption or anti-bribery law, rule or regulation or any other applicable law, rule, or regulation concerning improper payments or kickbacks; 3.11.2 any member of the Wider RDI REIT Group is found to have engaged in activities constituting money laundering under any applicable law, rule, or regulation concerning money laundering; 3.11.3 any member of the Wider RDI REIT Group, or any of their respective directors, officers or employees, is ineligible to be (or any past member of the Wider RDI REIT Group was, or any past director, officer or employee who was at any time during the course of their engagement with any past or present member of the Wider RDI REIT Group, ineligible to be) awarded any contract or business under section 57 of the Public Contracts Regulations 2015 or section 80 of the Utilities Contracts Regulations 2016 (each as amended); 3.11.4 any past or present member, director, officer or employee of the Wider RDI REIT Group, or any other person for whom any such person may be liable or responsible, is or has engaged in any business or activity with, or made any investments in, or made any funds or assets available to or received any funds or assets from: (a) any government, entity or individual in respect of which US, UK or European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by United States, UK or European Union laws or regulations, including the economic sanctions administered by the US Office of Foreign Assets Control, or HM Treasury in the UK; or (b) any government, entity or individual targeted by any of the economic sanctions of the United Nations, the United States, the UK, the European Union or any of its member states; or 3.11.5 a member of the RDI REIT Group has engaged in a transaction which would cause any member of the Wider Bidco Group to be in breach of any law or regulation on completion of the Acquisition, including but not limited to the economic sanctions administered by the United States Office of Foreign Assets Control or HM Treasury & Customs or any government, entity or individual targeted by any of the economic sanctions of the United Nations, United States, the UK or the European Union or any of its member states or any other relevant government authority. No criminal property 3.12 except as Disclosed, Bidco not having discovered that any asset of any member of the Wider RDI REIT Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition).

48 RDI REIT P.L.C. Part B: Further terms of the Acquisition 1. The Scheme will not become Effective unless the Conditions have been fulfilled or (to the extent capable of waiver) waived or, where appropriate, have been determined by Bidco to be or remain satisfied by no later than 11.59 p.m. on the Longstop Date (or such later date as agreed between RDI REIT and Bidco with the approval of the Court and with the agreement of the Panel if required). 2. Subject to the requirements of the Panel in accordance with the Takeover Code, Bidco reserves the right to waive, in whole or in part, all or any of the Conditions in Part A above, except for Conditions 2.1(i), 2.2(i) and 2.3(i) (Conditions of the Scheme) which cannot be waived. 3. If any of the deadlines set out in Condition 2 of Part A above for the timing of the Court Meeting, the Extraordinary General Meeting or the Court Hearing is not met, Bidco shall make an announcement by 7.00 a.m. (UK time) on the Business Day following such deadline confirming whether it has invoked or waived the relevant Condition or agreed with RDI REIT to extend the deadline in relation to the relevant Condition. 4. Conditions 3.1 through to 3.12 (inclusive) must each be fulfilled, determined by Bidco to be or to remain satisfied or (if capable of waiver) be waived by Bidco by no later than 11.59 p.m. on the date immediately preceding the date of the Court Hearing, failing which the Acquisition will lapse. 5. Bidco shall be under no obligation to waive or treat as satisfied any of the Conditions that it is entitled (with the consent of the Panel) to waive or treat as satisfied, by a date earlier than the latest date specified above for the fulfilment or waiver thereof, notwithstanding that the other Conditions may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment. 6. Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition. 7. If Bidco is required by the Panel to make an offer for RDI REIT Shares under the provisions of Rule 9 of the Takeover Code, Bidco may make such alterations to any of the above Conditions as are necessary to comply with the provisions of that Rule. 8. Under Rule 13.5(a) of the Takeover Code, Bidco will not invoke a Condition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the Condition are of material significance to Bidco in the context of the Acquisition. The Conditions contained in paragraphs 1 and 2 of Part A above and, if applicable, any acceptance condition in the event the Acquisition is implemented by means of a Takeover Offer, are not subject to this provision of the Takeover Code. 9. The Acquisition will lapse if: (a) in so far as the Acquisition or any matter arising from or relating to the Scheme or Acquisition constitutes a concentration with a European Union dimension within the scope of Council Regulation (EC) 139/2004, the European Commission initiates proceedings under Article 6(1)(c) of Council Regulation (EC) 139/2004 or (b) the Acquisition or any matter arising from or relating to the Scheme or Acquisition becomes subject to a Phase 2 CMA Reference, in either case before the later of the Court Meeting and the Extraordinary General Meeting. In such events, RDI REIT will not be bound by the terms of the Scheme. 10. Bidco reserves the right to elect to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme (subject to the Panel’s consent). In such event, the Takeover Offer will be implemented on the same terms and conditions, so far as applicable, as those which would apply to the Scheme (subject to appropriate amendments for an acquisition being made by way of a Takeover Offer, including (without limitation) compliance with JSE Listings Requirements and the inclusion of an acceptance condition set at 75 per cent. of the voting rights normally exercisable at a general meeting of RDI REIT (or such lesser percentage as may be required by the Panel or determined by Bidco after consultation with the Panel (if necessary), being in any case more than 50 per cent. of the voting rights normally exercisable at a general meeting of RDI REIT, including, for this purpose, any such voting rights attaching to RDI REIT Shares that are issued before the Takeover Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise). Further, if Bidco implemented the Acquisition by the Takeover Offer and if sufficient acceptances of the Takeover Offer are received and/or sufficient RDI REIT Shares are otherwise acquired, it is the intention of Bidco to apply the provisions of the IoM Act to compulsorily acquire any outstanding RDI REIT Shares to which the Takeover Offer related. 11. The Scheme and any proxies in respect thereof will be governed by Isle of Man law and subject to the jurisdiction of the Isle of Man courts and to the Conditions and further terms set out above. The Acquisition will be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the JSE, the Listing Rules, the JSE Listings Requirements and the FCA.

RDI REIT P.L.C. 49 PART 4 | CONDITIONS AND FURTHER TERMS OF THE ACQUISITION AND THE SCHEME continued

Part B: Further terms of the Acquisition continued 12. The Scheme Shares will be acquired under the Acquisition fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including (without limitation) voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the Scheme Record Time. 13. If, on or after the date of the Announcement, any dividend and/or other distribution and/or other return of capital is declared, made or paid or becomes payable in respect of the RDI REIT Shares, the Cash Consideration shall automatically be reduced by an amount equal to the amount of such dividend and/or distribution and/or return of capital, in which case any reference in this document to the Cash Consideration will automatically be deemed to be a reference to the Cash Consideration as so reduced by the amount of such dividend and/or distribution and/or return of capital. In such circumstances, RDI REIT Shareholders would be entitled to receive and retain any such dividend or other distribution and/or return of capital. To the extent that any such dividend and/or distribution and/or other return of capital announced, declared, made or paid is: (i) transferred pursuant to the Acquisition on a basis which entitles Bidco to receive the dividend or distribution or return of capital and to retain it; or (ii) cancelled, then in either case the consideration payable in respect of the Acquisition will not be subject to change in accordance with this paragraph. Any reduction in the Cash Consideration pursuant to this paragraph shall not be regarded as constituting any revision or variation of the terms of the Acquisition or the Scheme. 14. The Acquisition will be subject, inter alia, to the Conditions and certain further terms which are set out in this Part 4 and such further terms as may be required to comply with the Listing Rules, the JSE Listings Requirements and the provisions of the Takeover Code. 15. The availability of the Acquisition to persons not resident in the United Kingdom, the Isle of Man or South Africa may be affected by the laws of the relevant jurisdiction. Any persons who are subject to the laws of, or are otherwise resident in, any jurisdiction other than the United Kingdom, the Isle of Man or South Africa should inform themselves about and observe any applicable requirements. 16. Unless otherwise determined by Bidco or required by the Takeover Code, the Acquisition is not being made, directly or indirectly, in, into or from, or by use of the mails of, or any means of instrumentality (including, without limitation, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and shall not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction. 17. Bidco reserves the right, with the consent of RDI REIT, for any other entity directly or indirectly owned by Bidco or by any fund managed, controlled or advised by Starwood from time to time to implement the Acquisition.

50 RDI REIT P.L.C. PART 5 | UNITED KINGDOM, ISLE OF MAN AND SOUTH AFRICAN TAXATION

The following statements do not constitute tax advice and are intended as a general guide only to the UK tax position under current UK legislation and published HM Revenue & Customs practice as at the date of this document, and the equivalent legislation in both the Isle of Man and South Africa as at the date of this document, all of which are subject to change at any time, possibly with retrospective effect. They summarise certain limited aspects of the UK, Isle of Man and South African taxation treatment of the Scheme for Scheme Shareholders and do not purport to be a complete analysis of all tax considerations relating to the Acquisition. These statements as they relate to UK taxation deal only with the position of Scheme Shareholders who are resident (and, in the case of individuals only, ordinarily resident and domiciled for taxation purposes at all relevant times) solely in the UK for tax purposes (except where the position of non-UK resident Scheme Shareholders is referred to expressly) and who hold their Scheme Shares as an investment and who are the absolute beneficial owners of the Scheme Shares and of all dividends of any kind paid in respect of them and who have not (and are not deemed to have) acquired their Scheme Shares by virtue of an office or employment. Further, the comments in the following paragraphs may not apply to certain categories of Scheme Shareholders, such as dealers in securities or distributions, persons who have or are deemed to have acquired their Scheme Shares by reason of their or another’s employment, persons who hold their Scheme Shares as part of hedging or conversion transactions, persons who hold their Scheme Shares in connection with a UK branch, agency or permanent establishment, persons who hold their Scheme Shares by virtue of an interest in any partnership, collective investment scheme, insurance company, life assurance company, mutual company, or to RDI REIT members or persons who hold their Scheme Shares in a personal equity plan or individual savings account. Special tax provisions may apply to Scheme Shareholders who have acquired or who acquire their Scheme Shares as a result of the vesting of awards under the RDI REIT Share Plans, including provisions imposing a charge to income tax. This summary does not apply to such shareholders (who will be contacted separately in relation to the effect of the Scheme on their awards under the RDI REIT Share Plans); such shareholders are advised to seek independent appropriately qualified professional advice if they are in any doubt as to their tax position. Scheme Shareholders who are in any doubt about their taxation position or the tax consequences of the Scheme in their own particular circumstances, or who are resident or otherwise subject to taxation in a jurisdiction outside the UK, Isle of Man or South Africa should consult their own professional advisers immediately.

1. UK TAXATION ON CHARGEABLE GAINS Liability to UK taxation on chargeable gains will depend on the individual circumstances of each Scheme Shareholder. The disposal of Scheme Shares by a Scheme Shareholder in return for Cash Consideration under the Scheme should be treated as a disposal of their Scheme Shares for the purposes of UK taxation of chargeable gains and therefore may, depending on the Scheme Shareholder’s individual circumstances (including the Scheme Shareholder’s base cost and the availability of exemptions, reliefs and/or allowable losses), give rise to a liability to UK taxation on chargeable gains or an allowable capital loss. Subject to any relief available from the application of double tax treaties, non-UK resident Scheme Shareholders may be liable to UK taxation on chargeable gains on a disposal of their Scheme Shares (such that the comments made in the previous paragraph would apply to them) given the extension of the territorial scope of such taxation as implemented by the UK Finance Act 2019. This is because RDI REIT derives at least 75% of its value from UK land. Scheme Shareholders who are not resident in the UK should consult their own tax advisers concerning their tax liabilities on disposals of the Scheme Shares. Individual Scheme Shareholders Subject to any available relief or exemption, gains arising to Scheme Shareholders who are individuals are currently charged at a rate of either 10 per cent. or 20 per cent. depending on that individual’s personal circumstances (including the total amount of the individual’s taxable income, and capital gains for the tax year). The capital gains annual exemption (which is £12,300 for the 2020/2021) tax year may be available to individual Scheme Shareholders to offset any chargeable gain realised on disposal of their Scheme Shares (to the extent it is not otherwise utilised). Individual Scheme Shareholders should consult with their professional tax advisor if they have any uncertainty with respect to their personal tax position. Corporate Scheme Shareholders For Scheme Shareholders within the charge to UK corporation tax (but which do not qualify for any relief or exemption in respect of their Scheme Shares), corporation tax is payable on any chargeable gains at the rate applicable to the company. The current rate of corporation tax is 19 per cent. Indexation allowance should be available in respect of any period of ownership of the Scheme Shares up until 31 December 2017 to reduce any chargeable gain arising (but not to create or increase any allowable loss) on the disposal of a company’s Scheme Shares.

RDI REIT P.L.C. 51 PART 5 | UNITED KINGDOM, ISLE OF MAN AND SOUTH AFRICAN TAXATION continued

2. UK STAMP DUTY AND STAMP DUTY RESERVE TAX (“SDRT”) No UK stamp duty or SDRT should be payable by Scheme Shareholders on the transfer of Scheme Shares pursuant to the Scheme.

3. ISLE OF MAN TAXATION ON CHARGEABLE GAINS AND STAMP DUTY No Isle of Man capital gains tax or stamp duty will be payable by RDI REIT Shareholders on disposal of their RDI REIT Shares, as the Isle of Man does not levy capital gains tax or stamp duty.

4. SOUTH AFRICAN TAXATION ON CHARGEABLE GAINS AND STAMP DUTY South African tax residents are subject to tax on their worldwide income and capital gains. The South African tax system distinguishes between the tax treatment of receipts and accruals of a revenue nature and those of a capital nature. Generally, capital receipts and accruals are subject to capital gains tax, while revenue receipts and accruals are subject to the income tax. The Acquisition of the Scheme Shares by Bidco will constitute a disposal of Scheme Shares in the hands of South African tax resident Scheme Shareholders. The Cash Consideration will be subject to either income tax or capital gains tax (to the extent that the Scheme Shareholder has realised a capital gain) in terms of the South African Income Tax Act, No 58 of 1962, depending on whether it is a capital or a revenue receipt. No South African transfer tax in terms of the Securities Transfer Tax Act 25 of 2007 should be payable by Scheme Shareholders as a result of the transfer of Scheme Shares pursuant to the Scheme.

52 RDI REIT P.L.C. PART 6 | FINANCIAL INFORMATION ON RDI REIT GROUP AND BIDCO GROUP

Recipients of this document should read the whole document and not just rely on the financial information incorporated by reference in this Part 6 of this document.

1. FINANCIAL INFORMATION ON RDI REIT GROUP The following sets out financial information in respect of RDI REIT as required by Rule 24.3 of the Takeover Code: 1.1 the audited accounts of RDI REIT for the financial year ended 31 August 2020 are set out on pages 132 to 214 (both inclusive) in RDI REIT’s annual report for the financial year ended on 31 August 2020 available from RDI REIT’s website at www.rdireit.com (in the “Reports and Presentations” tab in the “Investors” section of the website); 1.2 the audited accounts of RDI REIT for the financial year ended 31 August 2019 are set out on pages 127 to 207 (both inclusive) in RDI REIT’s annual report for the financial year ended on 31 August 2019 available from RDI REIT’s website at www.rdireit.com (in the “Reports and Presentations” tab in the “Investors” section of the website); 1.3 copies of any interim statements and preliminary announcements made by RDI REIT since the date of its last published audited accounts available from RDI REIT’s website at www.rdireit.com. The documents referred to in paragraphs 1.1, 1.2 and 1.3, the contents of which have previously been announced through a Regulatory Information Service or SENS (as the case may be), are incorporated into this document by reference pursuant to Rule 24.15 of the Takeover Code.

2. FINANCIAL INFORMATION ON THE BIDCO GROUP Bidco is newly incorporated for the purposes of the Acquisition and as such there is no financial information available or published in respect of Bidco. Bidco has no material assets or liabilities, in each case other than those described in this document in connection with the Acquisition. Following the Scheme becoming Effective, the earnings, assets and liabilities of Bidco will include the consolidated earnings, assets and liabilities of the RDI REIT Group on the Effective Date.

3. RDI REIT RATINGS AND OUTLOOKS There are no current ratings or outlooks publicly accorded to RDI REIT by rating agencies.

4. BIDCO RATINGS AND OUTLOOKS As Bidco is newly incorporated for the purposes of the Acquisition, there are no current ratings or outlooks publicly accorded to Bidco by rating agencies.

5. AVAILABILITY OF HARD COPIES RDI REIT will provide, without charge to each person to whom a copy of this document has been delivered, upon the oral or written request of such person, a hard copy of any or all of the documents which are incorporated by reference herein within two Business Days of the receipt of such request. Copies of any documents or information incorporated by reference into this document will not be provided unless such a request is made.

RDI REIT P.L.C. 53 PART 7 | ADDITIONAL INFORMATION

1. RESPONSIBILITY 1.1 RDI REIT The RDI REIT Directors, whose names appear in paragraph 2.1 of this Part 7, accept responsibility for the information contained in this document (including any expression of opinion) other than information for which responsibility is taken by others pursuant to paragraphs 1.2 to 1.4 below. To the best of the knowledge and belief of the RDI REIT Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information. 1.2 Independent RDI REIT Directors The Independent RDI REIT Directors whose names are set out in paragraph 2.1 below, each accept responsibility for the recommendations and opinions of the Independent RDI REIT Directors relating to the Acquisition contained in this document. To the best of the knowledge and belief of the Independent RDI REIT Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information. 1.3 Bidco The Bidco Directors whose names appear in paragraph 2.2 of this Part 7, each accept responsibility for the information contained in this document relating to them (and their close relatives, related trusts and persons connected with them) and Bidco. To the best of the knowledge and belief of the Bidco Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document (including any expressions of opinion) for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. Neither Bidco nor any of the Bidco Directors takes responsibility for the information for which the RDI REIT Directors take responsibility. 1.4 Starwood Funds The Starwood Responsible Persons whose names are set out in paragraph 2.3 of this Part 7, accept responsibility for the information contained in this document relating to Bidco, Starwood Capital and the Starwood Funds and themselves and their respective close relatives, related trusts and other connected persons. To the best of the knowledge and belief of the Starwood Responsible Persons (who have taken all reasonable care to ensure that such is the case), the information contained in this document for which they respectively accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. Neither Starwood or any Starwood Fund nor any of the Starwood Responsible Persons takes responsibility for the information for which the RDI REIT Directors take responsibility.

2. DIRECTORS 2.1 The names of the RDI REIT Directors and their respective positions are as follows:

Name Position

Gavin Tipper(1) Chairman

Stephen Oakenfull(1) Chief Executive Officer

Donald Grant(1) Chief Financial Officer

Sue Ford(1) Non-executive Director

Elizabeth Peace(1) Non-executive Director

Matthew Parrott Non-executive Director

(1) denotes Independent RDI REIT Directors. The registered office of RDI REIT is 2nd Floor, St Mary’s Court, 20 Hill Street, Douglas, Isle of Man IM1 1EU and the business address of all of the above directors is 33 Regent Street, London SW1Y 4NB. The Company Secretary of RDI REIT is Lisa Hibberd. 2.2 The names of the Bidco Directors and their respective positions are as follows:

Name Position

Sandra Platts Director

Thomas Tolley Director

Krysto Nikolic Director

The registered office of Bidco and the business address of all the above directors is 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey, GY1 2HL.

54 RDI REIT P.L.C. 2.3 The names of the Starwood Responsible Persons and their respective positions are as follows:

Name Position

Barry Sternlicht Chairman and CEO

Jeffrey Dishner Senior Managing Director, Global Head of Real Estate Acquisitions

Mark Deason Head of US Asset Management

Krysto Nikolic Managing Director, Head of European Real Estate

Duncan MacPherson Managing Director, Head of Capital Markets, Europe

Cody Bradshaw Managing Director, Global Head of Hotel Asset Management

Thomas Tolley Managing Director, European General Counsel

The business address of each Starwood Responsible Person is c/o Starwood Capital Group, 1601 Washington Avenue, Suite 800, Miami Beach, FL 33139.

3. PERSONS ACTING IN CONCERT 3.1 In addition to the Bidco Directors and Starwood Responsible Persons, the persons who, for the purposes of the Takeover Code, are acting in concert with Bidco, Starwood and Starwood Funds in respect of the Acquisition include:

Name Type Registered office Relationship

Eastdil Secured Private Limited Berkeley Square House, 4 - 16 Berkeley Sole Financial Adviser International Limited Company Square, London, England, W1J 6BR

3.2 In addition to the RDI REIT Directors, the persons who, for the purposes of the Takeover Code, are acting in concert with RDI REIT in respect of the Acquisition are:

Name Type Registered office Relationship

J.P. Morgan Securities Public Limited 25 Bank Street, London, E14 5JP Lead Financial Adviser and plc (conducting its UK Company Joint Corporate Broker investment banking business as J.P. Morgan Cazenove)

Peel Hunt Limited Liability 100 Liverpool Street, London EC2M 2AT Joint Financial Adviser and Partnership Joint Corporate Broker

Java Capital South African private 6th Floor, 1 Park Lane, Wierda Valley, JSE Sponsor and Corporate limited company Sandton 2196, Johannesburg, South Africa Adviser

FTI Consulting Limited Liability 200 Aldersgate, Aldersgate Street, London PR Adviser to RDI REIT Partnership EC1A 4HD

Instinctif Partners South African private The Firs, Corner Cradock Biermann South African PR Adviser to limited company Avenues, Rosebank, Johannesburg 2196, RDI REIT South Africa

4. IRREVOCABLE UNDERTAKINGS 4.1 The RDI REIT Directors have given irrevocable undertakings to accept the Acquisition and vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the Extraordinary General Meeting to give effect to the Scheme (or, in the event that the Acquisition is implemented by a Takeover Offer, to accept or procure acceptance of the Takeover Offer) in respect of the number of RDI REIT Shares set out below:

Name Number of RDI REIT Shares % of issued RDI REIT Shares

Donald Grant 84,839 0.02

Stephen Oakenfull 207,282 0.05

Gavin Tipper 101,726 0.03

TOTAL 393,847 0.10

RDI REIT P.L.C. 55 PART 7 | ADDITIONAL INFORMATION continued

The irrevocable undertakings cease to be binding on the earlier of the following occurrences (i) the Panel requires that Bidco not proceed, or consents to Bidco not proceeding, with the Acquisition; (ii) the date on which any competing offer for the entire issued and to be issued share capital of RDI REIT becomes wholly unconditional or, if proceeding by way of a scheme of arrangement, becomes effective; (iii) the Scheme or, if applicable, the Takeover Offer is withdrawn or, in the case of the Scheme, does not become effective, or in the case of a Takeover Offer (if applicable) does not become wholly unconditional, in each case in accordance with its terms, provided that the reason is not because of Bidco electing to proceed by way of a Takeover Offer rather than by way of a Scheme. Except as set out above, the irrevocable undertakings described remain binding in the event of a competing offer.

5. INTERESTS, SHAREHOLDINGS AND DEALINGS 5.1 Definitions 5.1.1 For the purposes of this paragraph 5:

“acting in concert” has the meaning given to it in the Takeover Code;

“arrangement” includes an indemnity or option arrangement, and any agreement or understanding, formal or informal, of whatever nature relating to relevant securities which may be an inducement to deal or refrain from dealing;

“close relatives” has the meaning given in the Takeover Code and so a person’s close relatives will normally include: (a) the person’s spouse, civil partner or cohabitant; (b) the person’s children, parents, brothers, sisters, grandchildren and grandparents, and those of any person described in (a); and (c) the spouse, civil partner or cohabitant of any person described in (b);

“control” means an interest, or interests, in shares carrying in aggregate 30 per cent. or more of the voting rights (as defined in the Takeover Code) attributable to the share capital of a company which are currently exercisable at a general meeting, irrespective of whether such interest or interests give de facto control;

“dealing” has the meaning given to it in the Takeover Code;

“derivative” has the meaning given to it in the Takeover Code;

“director” includes persons in accordance with whose instructions the directors or a director are accustomed to act;

“disclosure date” means the close of business on 23 March 2021, being the latest practicable date before the posting of this document;

“disclosure period” means the period commencing on 26 February 2020 (being the date 12 months before the Announcement) and ending on the disclosure date; and

“relevant securities” means (i) the RDI REIT Shares, (ii) the Bidco Shares and (iii) securities convertible into, rights to subscribe for, options (including traded options) in respect of and derivatives referenced to the RDI REIT Shares and the Bidco Shares (as appropriate); and “RDI REIT relevant securities” and “Bidco relevant securities” shall be construed accordingly.

56 RDI REIT P.L.C. 5.1.2 A person has an “interest” or is “interested” in securities if he has a long economic exposure, whether absolute or conditional, to changes in the price of those securities and in particular if he: (a) has legal title to and beneficial ownership of (i.e. the ability to exercise, or control the exercise of, voting rights) securities; (b) has the right, option or obligation to acquire, call for or take delivery of securities under an option or derivative; or (c) holds a derivative referenced to, or which may result in, a long position in securities. 5.2 Interests in RDI REIT relevant securities and Bidco relevant securities 5.2.1 As at the disclosure date, the RDI REIT Directors and their immediate families and related trusts and companies had the following interests in RDI REIT relevant securities (other than awards disclosed under paragraph 5.2.2 below): Number of Number of RDI REIT RDI REIT Shares Shares – indirectly/ Total % of Name – directly held beneficially held RDI Shares held Donald Grant 69,839 15,000(1) 0.02 Stephen Oakenfull 82,575 10,000(2) 0.02 Andrea Oakenfull 114,707 — 0.03 Gavin Tipper — 101,726(3) 0.03

(1) held by Interactive Investor (2) held by Hargreaves Lansdown (3) held by Thornton Retirement PCC [Class C]

As set out in paragraph 4.1 of this Part 7, each of the above RDI REIT Directors has given an irrevocable undertaking to vote in favour of the approval of the Scheme at the Court Meeting and the Special Resolution to be proposed at the Extraordinary General Meeting in respect of the number of RDI REIT Shares in which he is interested. 5.2.2 As at the disclosure date, the following awards over RDI REIT Shares had been granted to the RDI REIT Directors under the RDI REIT Share Plans and remain outstanding:

Number of RDI REIT Shares subject Performance/ Date of Award to the outstanding Award deferred Period Vesting Name award Scheme awards price (p) (years starting) Date

01.09.18, 01.09.19, Donald Grant 31.10.18 LTIP 290,326 168.5 01.09.20 31.10.21

02.12.19 STIP 31,249 127.4 01.09.19, 01.09.20 01.12.21

01.09.19, 01.09.20, 02.12.19 LTIP 361,586 104 01.09.21 02.12.22

01.12.20 STIP 26,637 92.8 01.09.20, 01.09.21 01.12.22

01.09.20, 01.09.21, 01.12.20 LTIP 447,035 86 01.09.22 01.12.23

Stephen 01.09.18, 01.09.19, Oakenfull 31.10.18 LTIP 343,264 168.5 01.09.20 31.10.21

02.12.19 STIP 39,551 127.4 01.09.19, 01.09.20 01.12.21

01.09.19, 01.09.20, 02.12.19 LTIP 427,500 104 01.09.21 02.12.22

01.12.20 STIP 33,332 92.8 01.09.20, 01.09.21 01.12.22

01.09.20, 01.09.21, 01.12.20 LTIP 528,663 86 01.09.22 01.12.23

The references to “Award Price” in the tables above reflect the share price by reference to which the number of shares under the relevant award was granted. No price was actually paid for the awards concerned (although the STIP awards were received in respect of bonuses which were deferred), and nothing is payable on the vesting of the awards.

RDI REIT P.L.C. 57 PART 7 | ADDITIONAL INFORMATION continued

5. INTERESTS, SHAREHOLDINGS AND DEALINGS continued 5.2 Interests in RDI REIT relevant securities and Bidco relevant securities continued 5.2.3 As at the disclosure date, the following persons acting in concert with RDI REIT had the following interests in RDI REIT relevant securities:

Name Number of RDI REIT Shares

J.P. Morgan Securities plc(1) 22 (1) held by J.P. Morgan Chase Bank (Custody)

5.2.4 As at the disclosure date, Bidco, the Bidco Directors, any other persons acting in concert, or presumed to be acting in concert, with Bidco (including members of the Bidco Group) and any persons with whom Bidco or any person acting in concert with Bidco has any arrangement had the following interests in relation to RDI REIT relevant securities: Name Number of RDI REIT Shares

Starwood XI Management, L.P. (being, a Starwood Fund) 112,597,728

5.3 Dealings in RDI REIT relevant securities As at the disclosure date, the following dealings in relation to RDI REIT relevant securities by Bidco, the Bidco Directors, any other persons acting in concert, or presumed to be acting in concert, with Bidco (including members of the Bidco Group) and any persons with whom Bidco or any person acting in concert with Bidco has any arrangement, have taken place during the disclosure period:

Number of RDI REIT Price per RDI REIT Name Date Transaction Shares Share (pence)

Starwood XI Management, L.P. 04 June 2020 Acquisition 12,500 73.0

Starwood XI Management, L.P. 10 June 2020 Acquisition 16,548 69.5

Starwood XI Management, L.P. 10 June 2020 Acquisition 250,000 69.0

Starwood XI Management, L.P. 10 June 2020 Acquisition 168,528 69.8

Starwood XI Management, L.P. 10 June 2020 Acquisition 200,000 68.1

Starwood XI Management, L.P. 10 June 2020 Acquisition 67,039 66.3

Starwood XI Management, L.P. 13 July 2020 Acquisition 111,883,113 95.0

5.4 General Save as disclosed in this paragraph 5, as at the disclosure date: 5.4.1 neither Bidco, nor any other member of the Bidco Group, the Bidco Directors, nor (in the case of the Bidco Directors) any member of their respective immediate families or related trusts or companies, nor any person acting in concert with Bidco, nor any person with whom Bidco or any person acting in concert with Bidco had an arrangement owned or controlled or was interested in, directly or indirectly, nor had any right to subscribe for, or any short position in relation to, any RDI REIT relevant securities, as appropriate, and nor had any such person dealt in any relevant securities of RDI REIT during the disclosure period; 5.4.2 neither RDI REIT nor any of the RDI REIT Directors, nor any of their immediate families or related trusts or companies, nor any person acting in concert with RDI REIT, nor any person with whom RDI REIT or any person acting in concert with RDI REIT had an arrangement owned or controlled or was interested in, directly or indirectly, nor had any right to subscribe for, or any short position in relation to, any RDI REIT relevant securities, as appropriate, and nor had any such person dealt in any relevant securities of RDI REIT between the commencement of the Offer Period and the disclosure date; 5.4.3 neither RDI REIT nor any of the RDI REIT Directors (including any members of such directors’ respective immediate families, related trusts or connected persons) had any interest in or right to subscribe for, or had any short position in relation to, any Bidco relevant securities, nor had any such person dealt in any Bidco relevant securities between the commencement of the Offer Period and the disclosure date;

58 RDI REIT P.L.C. 5.4.4 neither RDI REIT nor Bidco, nor any person acting or presumed to be acting in concert with RDI REIT or Bidco had borrowed or lent any RDI REIT relevant securities (including any financial collateral arrangements) (save for any borrowed shares which have been either on-lent or sold); and 5.4.5 save for the irrevocable undertakings given by RDI REIT Directors as described in paragraph 4 above, there is no arrangement relating to relevant securities in RDI REIT which exists between Bidco or any person acting in concert with Bidco and any other person, nor between RDI REIT or any person acting in concert with RDI REIT and any other person. 6. SERVICE AGREEMENTS AND LETTERS OF APPOINTMENT OF RDI REIT DIRECTORS 6.1 Each of the following executive directors of RDI REIT has entered into a service agreement with RDI REIT or a member of the RDI REIT Group. The principal terms of these service agreements are as follows:

Mutual notice Current base salary Name of Director Date of agreement period (per annum)

Stephen Oakenfull 2 December 2013 (as amended on 31 January 2017 12 months £442,667 and 23 January 2020 and 18 December 2020)

Donald Grant 25 February 2015 (as amended on 31 January 2017 6 months £260,100 and 23 January 2020) Each executive Director has a rolling contract of employment with no fixed term, which entitle them to the length of notice indicated in the table above, other than for cause. Executive Directors’ contracts allow for termination with contractual notice from RDI REIT or an enforced period of garden leave or payment in lieu of notice. The entitlement to participate in the RDI REIT Share Plans for each executive Director is as set out in paragraph 5.2.2. Other benefits comprise life assurance, private medical insurance, incapacity benefit, season ticket allowance and directors’ and officers’ insurance. There is no provision in the contracts for loss of office payments, other than those requiredby employment law. Stephen Oakenfull’s service agreement was amended on 18 December 2020 (i) to appoint him as CEO (ii) to increase the mutual termination notice period from 6 months to 12 months (iii) to increase his salary from £307,600 to £442,667 (iv) to increase the post-termination restriction periods from 6 months to 12 months, and (v) to bring RDI REIT pension contributions in line with employees (i.e. RDI REIT contributes 5% of salary). 6.2 Each of the following non-executive directors of RDI REIT has entered into a letter of appointment with RDI REIT or a member of the RDI REIT Group. The principal terms of these letters of appointment are as follows:

Mutual notice Current fees (per Name of Director Date of letter Unexpired term period annum)

Gavin Tipper 25.10.2011 Rolling (subject to re-election) 3 months £101,700 (effective from 22.08.2011)

Sue Ford 17.12.2013 Rolling (subject to re-election) 3 months £54,000

Elizabeth Peace 22.11.2017 Rolling (subject to re-election) 3 months £54,000

Matthew Parrott 22.07.2020 (side Rolling (subject to re-election) 3 months Waived right to letter dated receive a fee 28.08.2020)

Non-executive directors are appointed for a term expiring when the first of the following events occurs: (a) if he/she is not re-appointed or deemed to have been re-appointed a director by RDI REIT Shareholders following their retirement at any time in accordance with the RDI REIT Articles; (b) if he/she is otherwise removed as a director or vacate office pursuant to the law or the RDI REIT Articles; (c) if he/she resigns or do not offer themself for re-election by shareholders, either for their own reasons or at the request of the Board; or (d) by him/her terminating their appointment by giving notice to RDI REIT at least three months’ prior notice in writing. 6.3 Save as set out in this paragraph 6: 6.3.1 no RDI REIT Director is entitled to commission or profit sharing arrangements; 6.3.2 other than statutory compensation (if applicable) and payment in lieu of notice and as set out in this paragraph 6, no compensation is payable by RDI REIT to any RDI REIT Director upon early termination of their appointment; and 6.3.3 there are no service agreements or letters of appointment between any member of the Wider RDI REIT Group and any RDI REIT Director (or any proposed director of RDI REIT) and no such agreement has been entered into or amended within six months preceding the date of this document.

RDI REIT P.L.C. 59 PART 7 | ADDITIONAL INFORMATION continued

7. MARKET QUOTATIONS The following table lists the Closing Price for RDI REIT Shares on: 7.1 the first trading day of each of the six months prior to the date of this document; 7.2 25 February 2021 (being the latest Business Day prior to the commencement of the Offer Period); and 7.3 24 March 2021 (being the latest practicable date prior to the publication of this document).

Date RDI REIT Share Price (p) 24 March 2021 122.4 1 March 2021 122.6 25 February 2021 91.2 1 February 2021 87.6 4 January 2021 90.4 1 December 2020 94.1 2 November 2020 84.2 1 October 2020 89.6

8. MATERIAL CONTRACTS OF RDI REIT Save as set out in this paragraph and in paragraph 10 below, there are no contracts, not being contracts entered into in the ordinary course of business, which have been entered into by RDI REIT or any other member of the RDI REIT Group since 26 February 2019 (being two years before the commencement of the Offer Period) and are, or may be, material: 8.1 On 1 February 2021, the Company’s subsidiary Redefine AUK Holdings Limited entered into and completed a share sale agreement with Nomura Real Estate UK Limited to sell the entire issued share capital of Redefine Charing Cross Road Limited, the owner of 127 Charing Cross Road, London, for a headline price of £59.25 million. 8.2 On 5 September 2020, the Company’s subsidiary Redefine AUK Holdings Limited entered into a share sale agreement with M7 Box+ II Midco Limited to sell Redefine Banbury Cross Limited, Redefine Arches Watford Limited, Redefine Range Edinburgh Limited, Redefine Priory Park Merton Limited, Redefine Queens Drive Kilmarnock Limited and Redefine St Davids Bangor Limited, being the owners of 6 regional retail park assets, for an aggregate consideration of £156.9 million. The disposal completed on 30 October 2020. 8.3 On 28 August 2020, the Company’s subsidiary Everton Shopping Centre S.a.r.l. and Osiris Berlin Limited entered into a sale agreement with BE SSC B.V. and Carlus Invest 1 GmbH to sell the Schloss-Strassen Center, Berlin for €65.5 million, including the transfer of the associated €62.0 million bank facility with a maturity date of 31 March 2021. 8.4 On 5 March 2020, the Company’s subsidiary Ciref Europe Limited and its joint venture interest in RI Menora German Holdings S.a.r.l entered into and completed a sale agreement with Aspera MOB 1 S.a.r.l. and Bizline Limited to sell a German DIY portfolio for an aggregate purchase price of €34.17 million. 8.5 On 14 February 2020, the Company’s subsidiary Redefine Omnibus Reigate Limited entered into a sale agreement with Skelton Developments (Nottingham) Limited to sell its interest in the property at Lesbourne Road, Reigate, for total consideration of £15.21 million. The disposal completed on 28 February 2020. 8.6 On 4 October 2019 the Company’ subsidiaries Kasierslautern Merkurstrasse GmbH & Co. KG and ITB FMZ Waldkraiburg BV entered into a sale agreement with ILG Capital GmbH to sell two retail warehouses held in joint venture with RI Menora German Holdings S.a.r.l for €20.4 million (Group share €10.6 million). The disposal completed on 27 December 2019. 8.7 On 17 September 2019 the Company’s subsidiary CMC Shopping Center Altona GmbH entered into a sale agreement with Volksbank eG Braunschweig Wolfsburg to sell its Bahnhof Center in Altona, Hamburg for €91.0 million. Completion of the sale remains subject to certain priority notices in connection with a previous, now terminated, sale agreement to Volksbank eG Braunschweig Wolfsburg being removed from the land register. The removal of these priority notices has been challenged by Volksbank eG Braunschweig Wolfsburg, however the Company has taken advice which confirms the validity of the sale agreement with the Free and Hanseatic City of Hamburg as well as the effective termination of the sale agreement with Volksbank eG Braunschweig Wolfsburg. Completion of the disposal is therefore expected to take place once the priority notices have been deleted. 8.8 On 29 May 2019 the Company’s subsidiary, St Dunstan’s Holdco Limited, amongst others, entered into a £75 million facility agreement between (1) St Dunstan’s Holdco Limited (and others) (as borrowers) (2) Standard Life Investments Limited (as arranger), (3) Standard Life Investments Limited (as facility agent) (4) Link ASI Limited (as administrative agent) and (5) Standard Life Investments Limited as Security Trustee for a seven-year term to complete a two-stage refinancing of its London Serviced Office portfolio. The first stage drawdown of £25.0 million was completed in May 2019 at a fixed rate of 2.90% and the second stage drawdown of £50.0 million completed in August 2019 at a fixed rate of 2.45%. The weighted average fixed rate for the facility is 2.60%.

60 RDI REIT P.L.C. 8.9 On 23 April 2019, the Company entered into a Standstill Agreement with Aviva Commercial Finance Limited (“Aviva”) which allowed for a consensual sales process to commence in relation to four of the RDI REIT Group’s UK shopping centres, namely Grand Arcade (Wigan), Weston Favell (Northampton), Birchwood (Warrington) and Byron Place (Seaham), which were financed by a long-term fixed rate debt facility with Aviva (together the Aviva“ Portfolio”). From the date of the Standstill Agreement, the RDI REIT Group ceased to consolidate the Aviva Portfolio and its related subsidiaries and derecognised the net assets at their carrying amounts.

9. MATERIAL CONTRACTS OF BIDCO Save as set out below there are no contracts, not being contracts entered into in the ordinary course of business, which have been entered into by Bidco or any other member of the Bidco Group since 26 February 2019 (being two years before the commencement of the Offer Period) and are, or may be, material: 9.1 On 26 February 2021, Bidco entered into the Equity Commitment Letter with Starwood Distressed Opportunity Fund XII Global L.P. and SOF-12 International Master Fund SCSp (together, the “Starwood Investors”), in relation to commitments from the Starwood Investors to provide funding to Bidco totalling, in aggregate, £331,232,783, in connection with the funding of the Cash Consideration payable by Bidco to RDI REIT Shareholders pursuant to the Acquisition. 10. OFFER-RELATED ARRANGEMENTS On 19 February 2021, RDI REIT and Starwood Capital European Operations Limited (“Starwood Europe”) entered into a confidentiality agreement (the Confidentiality“ Agreement”) in relation to the Acquisition, pursuant to which, amongst other things, both parties have undertaken to: (a) subject to certain exceptions, keep information relating to the other and the Acquisition confidential and not to disclose it to third parties; and (b) use such confidential information only in connection with the Acquisition. These confidentiality obligations will remain in force for a period of 18 months from the date of the Confidentiality Agreement (or, if earlier, the completion of the Acquisition). The Confidentiality Agreement contains standstill provisions which restricted Starwood Europe and controlled affiliates of Starwood and any person acting in concert with Starwood from acquiring or offering to acquire interests in certain securities of RDI REIT; those restrictions ceased to apply on the making of the Announcement.

11. SOURCES AND BASES 11.1 The value attributed to the entire issued and to be issued share capital of RDI REIT is based on the number of RDI REIT Shares in issue referred to in paragraph 11.3. 11.2 The Closing Prices of RDI REIT Shares are based on the middle market quotations of a RDI REIT Share derived from the Daily Official List (SEDOL) for the relevant dates. 11.3 The value attributed to the entire issued and to be issued share capital of RDI REIT is based on: 11.3.1 380,590,061 RDI REIT Shares in issue on the Latest Practicable Date; and 11.3.2 945,159 RDI REIT Shares which may be issued on or after the date of the Announcement to satisfy the vesting of awards outstanding under the RDI REIT Share Plans as at the Latest Practicable Date; less 11.3.3 64,179 RDI REIT Shares as at the Latest Practicable Date held by Redefine International Management Holdings Limited which can be used to satisfy the vesting of awards granted under the RDI REIT Share Plans. 11.4 For the purposes of Rule 29.1(d) of the Takeover Code, the following adjustments have been made to RDI REIT’s 28 February 2021 property valuation in order to calculate RDI REIT’s estimated EPRA NAV and estimated EPRA NNNAV as at 28 February 2021:

£ million

Gross Property Valuation at 28 February 2021(1) 930.5

Add: Cash 142.9

Deduct: Debt (484.0)

Deduct other net liabilities (43.9)

Estimated EPRA NAV at 28 February 2021 545.5

Deduct: Fair value of derivatives (11.2)

Deduct: Deferred tax (5.3)

Deduct: other adjustments (0.7)

Estimated EPRA NNNAV as 28 February 2021 528.3

(1) Bahnhof, Altona, Hamburg, which has exchanged contracts for sale prior to 28 February 2021, but has not yet completed, is accounted for in the audited accounts of RDI REIT for the financial year ended 31 August 2020 as an asset held for sale at €91.0 million. In accordance with RDI REIT’s audit process this is not required to be revalued and has not been revalued as at 28 February 2021

RDI REIT P.L.C. 61 PART 7 | ADDITIONAL INFORMATION continued

11. SOURCES AND BASES continued The estimated EPRA NAV as at 28 February 2021 and the adjustments referred to above have been derived from management’s estimate of the financial position of RDI REIT as at 28 February 2021. The estimated EPRA NAV per share and the estimated EPRA NNNAV per share have been calculated on the basis of a fully diluted share capital of 382,329,151 RDI REIT Shares used in, and derived from management’s estimate of the financial position of RDI REIT as at 28 February 2021. This fully diluted share capital does not take into account the effect of the Acquisition. 11.5 Unless otherwise stated, the financial information relating to RDI REIT is extracted from the audited consolidated financial statements of RDI REIT for the financial year ended 31 August 2020, prepared in accordance with IFRS. 12. OTHER INFORMATION 12.1 Save as disclosed in this document, no proposal exists in connection with the Acquisition that any payment or other benefit will be made or given to any of the RDI REIT Directors as compensation for loss of office or as consideration for, or in connection with, his or her retirement from office. 12.2 Save as disclosed in this document, no agreement, arrangement or understanding (including any compensation arrangement) exists between Bidco or any person acting in concert with Bidco for the purposes of the Acquisition and any of the directors, or recent directors, shareholders or recent shareholders of RDI REIT or any person interested or recently interested in shares of RDI REIT, having any connection with or dependence on, or which is conditional on the outcome of the Acquisition. 12.3 Save as disclosed in this document, neither Bidco, nor any person acting in concert with Bidco for the purpose of the Acquisition, has any arrangement with any person in relation to relevant securities of RDI REIT. For these purposes “arrangement” includes any indemnity or option arrangement and any agreement or understanding, formal or informal, of whatever nature, relating to relevant securities which may be an inducement to deal or refrain from dealing. 12.4 J.P. Morgan Cazenove has given and not withdrawn its written consent to the issue of this document with the references to its name included herein in the form and context in which it appears. 12.5 Peel Hunt has given and not withdrawn its written consent to the issue of this document with the references to its letter and name included herein in the form and context in which they appear. 12.6 Java Capital has given and not withdrawn its written consent to the issue of this document with the references to its letter and name included herein in the form and context in which they appear. 12.7 Eastdil Secured has given and not withdrawn its written consent to the issue of this document with the references to its letter and name included herein in the form and context in which they appear. 12.8 Savills Advisory Services Limited has given and not withdrawn its written consent to the issue of this document with the references to its letter and name included herein in the form and context in which they appear. 12.9 Savills Advisory Services Germany GmbH & Co. KG has given and not withdrawn its written consent to the issue of this document with the references to its letter and name included herein in the form and context in which they appear. 12.10 D2 Real Estate (Jersey) Limited has given and not withdrawn its written consent to the issue of this document with the references to its letter and name included herein in the form and context in which they appear. 12.11 Save as disclosed in this document, the RDI REIT Directors do not know of any significant change in the financial or trading position of the RDI REIT since 31 August 2020 the date to which the last published audited consolidated accounts of RDI REIT were prepared. 12.12 Save as disclosed in this document, no agreement, arrangement or understanding exists whereby the beneficial ownership of any RDI REIT Shares to be acquired by Bidco, Starwood or Starwood Funds pursuant to the Acquisition will be transferred to any other person, save that Bidco reserves the right to transfer any such RDI REIT Shares to any other member of the Wider Bidco Group or any of the Starwood Funds. 12.13 At the date of this document, RDI REIT does not hold any RDI REIT Shares in treasury. 12.14 There have been no material changes to any information previously published by RDI REIT during the Offer Period. 12.15 There have been no material changes to any information previously published by Bidco during the Offer Period. 12.16 Except with the consent of the Panel, settlement of the consideration to which each Scheme Shareholder is entitled under the Scheme will be implemented in full in accordance with the terms of the Scheme without regard to any lien, right of set-off, counterclaim or other analogous right to which Bidco may otherwise be, or claim to be entitled, against such Scheme Shareholder. 12.17 Save as disclosed in this document, there is no agreement or arrangement to which Bidco is a party which relates to the circumstances in which it may or may not invoke a Condition to the Scheme. 12.18 The aggregate fees and expenses which are expected to be incurred by RDI REIT in connection with the Acquisition are estimated to amount to between £7.8 million to £7.9 million plus applicable VAT. This aggregate number consists of the following categories: 12.18.1 financial and corporate broking advice: £6.1 million which excludes a discretionary fee of up to £2.5 million which may, entirely at the Company’s discretion, be considered in circumstances where there is a materially more complex transaction than that being proposed by the Acquisition; 12.18.2 legal advice: between £0.9 million to £1.0 million plus applicable VAT (legal fees are estimated as a range as they are charged by reference to hourly rates);

62 RDI REIT P.L.C. 12.18.3 accounting advice: N/A; 12.18.4 public relations advice: £0.1 million plus applicable VAT; 12.18.5 other professional services: £0.6 million plus applicable VAT; and 12.18.6 other costs and expenses: £0.1 million plus applicable VAT. 12.19 The aggregate fees and expenses which are expected to be incurred by Bidco in connection with the Acquisition are estimated to amount to between £5.79 million to £6.28 million plus applicable VAT. This aggregate number consists of the following categories: 12.19.1 financial and corporate broking advice: £2.35 million to £2.6 million plus applicable VAT (provided that thetotal amount payable in respect of the aggregate fees and expenses for these services depends on whether the Acquisition becomes Effective); 12.19.2 legal advice: £2.4 million to £2.6 million plus applicable VAT (legal fees are estimated as a range as they are charged by reference to hourly rates and does not include disbursements); 12.19.3 accounting advice: £0.59 million to £0.62 million plus applicable VAT (accounting fees are estimated as a range as they are charged by reference to hourly rates and does not include disbursements); 12.19.4 public relations advice: £0.1 million to £0.11 million plus applicable VAT (fees for public relations advice are estimated as a range as they are charged by reference to hourly rates and does not include disbursements); 12.19.5 other professional services: £0.18 million plus applicable VAT; and 12.19.6 other costs and expenses: £0.17 million plus applicable VAT. In addition, South African transfer tax of 0.25 per cent. will be payable by Bidco on all Scheme Shares acquired pursuant to the Acquisition from RDI REIT Shareholders on the South African Register.

13. PROPERTY VALUATION: NO MATERIAL DIFFERENCE For the purposes of Rule 29.5 of the Takeover Code, RDI REIT Directors confirm that Savills Advisory Services Limited, Savills Advisory Services Germany GmbH & Co. KG and D2 Real Estate (Jersey) Limited have each confirmed (in respect of the properties they were responsible for valuing) to RDI REIT that RDI REIT’s property portfolio as at the date of this document would not be materially different from the valuation given by Savills Advisory Services Limited, Savills Advisory Services Germany GmbH & Co. KG and D2 Real Estate (Jersey) Limited (as applicable) as at 28 February 2021 and contained in the valuation reports set out in Part 11 of this document.

14. PROPERTY VALUATIONS: POTENTIAL TAX LIABILITY If RDI REIT’s UK property portfolio was to be sold at the valuations contained in the valuation reports set out in Part 11 of this document, any gains realised on such disposals may be subject to taxation. Generally, disposals by a UK-REIT of assets held for the purpose of a property rental business should be exempt from UK corporation tax. There are specific rules which can result in assets held as part of the property rental business being subject to tax on disposal (for example when a property is materially developed and sold within three years of completion of that development), but it is not expected that these rules will apply to the UK portfolio. If RDI REIT’s non UK property portfolio was to be sold at the valuations contained in Part 11, there would be a tax charge of approximately £5.3 million. The estimated EPRA NNNAV at 28 February 2021 that is set out in Paragraph 11.4 of this Part 7 has been adjusted to account for such tax charge.

15. DOCUMENTS FOR INSPECTION Copies of the following documents will be available, free of charge, on RDI REIT’s website at www.rdireit.com and Bidco’s website at www.projectcambridge.com (subject to any applicable restrictions relating to persons resident in Restricted Jurisdictions) during the period up to and including the Effective Date or the date on which the Scheme lapses or is withdrawn whichever is the earlier: 15.1 the existing RDI REIT Articles; 15.2 the articles of association of RDI REIT as proposed to be amended by the resolutions set out in the notice of Extraordinary General Meeting set out in Part 10 of this document; 15.3 the published audited consolidated accounts of RDI REIT for the two years ended 31 August 2020; 15.4 the articles of association of Bidco; 15.5 the property valuation reports contained in Part 11 of this document; 15.6 the Confidentiality Agreement; 15.7 the Equity Commitment Letter; 15.8 the irrevocable undertakings referred to in paragraph 4 of this Part 7; 15.9 the written consents referred to in paragraphs 12.4 to 12.10 of this Part 7; 15.10 this document and the Forms of Proxy; 15.11 the Announcement; and 15.12 the Virtual Meeting Guide. Neither the contents of RDI REIT’s website or Bidco’s website, nor those of any website accessible from hyperlinks on such, are incorporated into or for part of this document.

RDI REIT P.L.C. 63 PART 8 | DEFINITIONS

The following definitions apply throughout this document (with the exception of Part 3) unless the context requires otherwise:

“£”, “pounds”, “p” and pounds and pence sterling, the lawful currency of the United Kingdom; “pence”

“2006 Act (UK)” the Companies Act 2006 (an act of the UK Parliament), as amended from time to time;

“2020 RDI REIT Annual the annual report and audited accounts of the RDI REIT Group for the year ended Report” 31 August 2020;

“Acquisition” the proposed cash acquisition by Bidco of the entire issued and to be issued share capital of RDI REIT (other than RDI REIT Shares already held by Bidco, Starwood Funds or their affiliates, if any), to be effected by means of the Scheme (and other matters to be considered at the Meetings), or, should Bidco so elect (with the consent of the Panel), by means of a Takeover Offer;

“Announcement” the announcement made under Rule 2.7 of the Takeover Code on 26 February 2021 regarding the proposed acquisition of RDI REIT P.L.C. by SOF-12 Cambridge Bidco Limited;

“associated undertaking” shall be construed in accordance with paragraph 19 of Schedule 6 to The Large and Medium sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410) but for this purpose ignoring paragraph 19(1)(b) of Schedule 6 to those regulations);

“Authorisations” authorisations, orders, grants, recognitions, confirmations, consents, licences, clearances, certificates, permissions, exemptions or approvals, in each case of a Third Party;

“Bidco” SOF-12 Cambridge Bidco Limited, a company ultimately owned by funds managed, controlled and/or advised by Starwood and incorporated in Guernsey with company number 68850 whose registered office is at 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey, GY1 2HL;

“Bidco Directors” the directors of Bidco as at the date of this document;

“Bidco Group” Bidco and its subsidiary undertakings and, where the context permits, each of them;

“Bidco Shares” the existing unconditionally allotted or issued and fully paid ordinary shares of £1.00 each in the capital of Bidco and any further such ordinary shares which are unconditionally allotted or issued before the Scheme becomes Effective;

“Board of Bidco” the board of directors of Bidco;

“Board” or “Board of RDI the board of directors of RDI REIT REIT” or “RDI REIT Directors”

“Business Day” a day, other than a Saturday or a Sunday or public holiday or bank holiday, on which clearing banks are generally open for business in the City of London, the Isle of Man, South Africa and Guernsey;

“Cash Consideration” the cash consideration of 121.35 pence per Scheme Share payable to Scheme Shareholders for each Scheme Share transferred pursuant to the Scheme, provided that the cash consideration shall automatically be reduced by an amount equal to the amount of any dividend and/or distribution and/or return of capital declared and/or paid by the Company on or after the date of the Announcement, in which case any reference in this document to the Cash Consideration will automatically be deemed to be a reference to the Cash Consideration as so reduced by the amount of such dividend and/or distribution and/or return of capital. Any reduction in the Cash Consideration pursuant to this definition shall not be regarded as constituting any revision or variation of the terms of the Scheme;

“certificated” or “in a share or other security which is not in uncertificated or dematerialised form (that is, not in certificated form” CREST or Strate, as the case may be);

“Closing Price” the closing middle market price of a RDI REIT Share on a particular trading day as derived from the London Stock Exchange Daily Official List;

“Companies Registry” the Isle of Man Companies Registry;

“Competition and Markets the UK statutory body established under the Enterprise Regulatory Reform Act 2013; Authority” or “CMA”

“Conditions” the conditions to the implementation of the Scheme and the Acquisition which are set out in Part 4 of this document;

64 RDI REIT P.L.C. “Court” the High Court of Justice of the Isle of Man;

“Court Hearing” the hearing by the Court of the claim to sanction the Scheme pursuant to Chapter 2 of Part X of the IoM Act;

“Court Meeting” the meeting(s) of Scheme Shareholders to be convened at the direction of the Court pursuant to Chapter 2 of Part X of the IoM Act for the purpose of considering and, if thought fit, approving the Scheme, including any adjournment, postponement or reconvention thereof, notice of which is set out in Part 9 of this document;

“Court Order” the order of the Court sanctioning the Scheme under Chapter 2 of Part X of the IoM Act;

“CREST” the system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear in accordance with the Regulations;

“CREST Manual” the CREST Reference Manual published by Euroclear and referred to in agreements entered into by Euroclear, as amended from time to time;

“CREST member” a person who is, in relation to CREST, a system-member (as defined in the Regulations);

“CREST payment” has the meaning given in the CREST Manual;

“CREST shareholder” a RDI REIT Shareholder who is on the IoM Register and holds his RDI REIT Shares in uncertificated form, that is in CREST;

“CSDP” a Central Securities Depository Participant appointed by a RDI REIT Shareholder in South Africa for the purposes of, and in regard to, dematerialisation and to hold and administer securities or an interest in securities on behalf of such RDI REIT Shareholder;

“Daily Official List” the Daily Official List of the London Stock Exchange;

“Dealing Disclosure” has the same meaning as in Rule 8 of the Takeover Code;

“Dematerialised RDI REIT Shareholders on the South African Register who hold Dematerialised Shares; Shareholders”

“Dematerialised Shares” RDI REIT Shares which have been incorporated into the Strate system, title to which is no longer represented by a physical document of title;

“Disclosed” the information fairly disclosed by or on behalf of RDI REIT: (i) in the 2020 RDI REIT Annual Report; (ii) in the Announcement; (iii) in any other announcement to a Regulatory Information Service or SENS (as the case may be) prior to the date of the Announcement; and (iv) in writing (including via the virtual data room operated by or on behalf of RDI REIT in respect of the Acquisition) prior to the date of Announcement to Bidco or its advisers (in their capacity as such);

“Effective” in the context of the Acquisition: (i) if the Acquisition is implemented by way of the Scheme, the Scheme having become effective in accordance with its terms upon the delivery of a certified copy of the Court Order, together with a copy of the Scheme and all other documents required to be annexed thereto (if any), to the Companies Registry and the Companies Registry registering such documents on RDI REIT’s file; or (ii) if the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer having been declared or having become unconditional in all respects in accordance with the requirements of the Takeover Code;

“Effective Date” the date on which the Acquisition becomes Effective;

“Enlarged Group” Bidco and its subsidiaries, including the RDI REIT Group, following the Acquisition becoming Effective;

“EPRA” European Public Real Estate Association;

“Equity Commitment the equity commitment letter entered into between each of Starwood Distressed Opportunity Letter” Fund XII Global, L.P. and SOF-12 International Master Fund SCSp (each being a Starwood Fund) on the one hand, and Bidco on the other hand, dated on the date of the Announcement

“ERV” estimated rental value;

“Euroclear” Euroclear UK & Ireland Limited incorporated in England and Wales with registered number 02878738;

RDI REIT P.L.C. 65 PART 8 | DEFINITIONS continued

“Exchange Act” the US Securities and Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder;

“Excluded Shares” any RDI REIT Shares which, at the relevant time, are beneficially owned by Starwood Funds or their affiliates or the Wider Bidco Group;

“Explanatory Statement” this document and in particular the statement contained in Part 2 of this document;

“Extraordinary General the extraordinary general meeting of RDI REIT Shareholders (including any adjournment, Meeting” postponement or reconvention thereof) convened in connection with the Scheme, notice of which is set out in Part 10 of this document;

“FCA” or “Financial Conduct the United Kingdom’s Financial Conduct Authority or its successor from time to time; Authority”

“FCA Handbook” the FCA’s Handbook of rules and guidance as amended from time to time;

“Form(s) of Proxy” either or both of the blue form of proxy for use at the Court Meeting and the white form of proxy for use at the Extraordinary General Meeting which accompany this document, as the context requires;

“FSMA” the Financial Services and Markets Act 2000, as amended;

“GBP/Rand Exchange Rate” the average GBP:South African Rand exchange rate obtained by or on behalf of Bidco through one or more market transactions occurring on or prior to the date of publication of the finalisation announcement for the purposes of settling the Cash Consideration due to Scheme Shareholders registered on the South African Register in Rand, such rate will be published in the finalisation announcement to be published on or shortly after 28 April 2021;

“HMRC” HM Revenue & Customs;

“holder” a registered holder, including any person entitled by transmission;

“Independent RDI REIT the board of directors of RDI REIT other than Matthew Parrott; Directors”

“IFRS” International Financial Reporting Standards;

“IoM Act” the Isle of Man Companies Act 2006, including any statutory modification or re-enactment thereof from time to time;

“IoM Register” the register of members of the Company kept and maintained on behalf of the Company by the IoM Registrar;

“IoM Registrar” Link Market Services (Isle of Man) Limited of Clinch's House, Lord Street, Douglas, Isle of Man, IM99 1RZ, the registrars to RDI REIT in the Isle of Man and UK;

“Java Capital” Java Capital Trustees and Sponsors Proprietary Limited in its capacity as JSE sponsor to the Company, and Java Capital Proprietary Limited in its capacity as corporate advisor to the Company

“JSE” (i) JSE Limited, a public company incorporated in accordance with the laws of South Africa and licensed as an exchange under the South African Financial Markets Act, 19 of 2012; or (ii) the securities exchange operated by JSE Limited, as the context indicates;

“JSE Listings Requirements” the Listings Requirements issued by the JSE from time to time;

“Latest Practicable Date” 23 March 2021;

“Link Group” a trading name of Link Market Services Limited;

“Listing Rules” the rules and regulations made by the FCA under Part VI of FSMA, as amended, and contained in the FCA’s publication of the same name (as amended);

“London Stock Exchange” London Stock Exchange plc or its successors from time to time;

“Longstop Date” 26 August 2021 or such later date as may be agreed between RDI REIT, Bidco and, if required, with the Panel’s consent and as the Court may allow;

“Lumi” Lumi AGM UK Limited;

66 RDI REIT P.L.C. “Meetings” the Court Meeting and the Extraordinary General Meeting, and “Meeting” shall be construed accordingly;

“members” members of RDI REIT on the Register at any relevant date;

“NAV” net asset value;

“NNNAV” triple net asset value;

“Offer Period” the offer period (as defined in the Takeover Code) relating to RDI REIT, which commenced on 26 February 2021, being the date of the Announcement;

“Official List” the Official List maintained by the FCA;

“Opening Position has the same meaning as in Rule 8 of the Takeover Code; Disclosure”

“Overseas Shareholders” RDI REIT Shareholders (or nominees of, or custodians or trustees for, RDI REIT Shareholders) who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom or the Isle of Man;

“Panel” or “Takeover Panel” the Panel on Takeovers and Mergers;

“Phase 2 CMA Reference” a reference of the Acquisition to the chair of the Competition and Markets Authority for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013 (as amended);

“PRA” Prudential Regulation Authority or its successor from time to time

“RBH” RBH Hotel Group Limited;

“RDI REIT” RDI REIT P.L.C. , a company limited by shares incorporated in the Isle of Man with company number 010534V with its registered office at 2nd Floor, St Mary’s Court, 20 Hill Street, Douglas, Isle of Man, IM1 1EU;

“RDI REIT Articles” the articles of association of RDI REIT from time to time;

“RDI REIT Group” RDI REIT and its subsidiary undertakings and, where the context permits, each of them;

“RDI REIT Remuneration the remuneration committee, being a duly appointed committee of the board of directors of RDI Committee” REIT;

“RDI REIT Share(s)” the existing unconditionally allotted or issued and fully paid ordinary shares of 40p each in the capital of RDI REIT and any further shares which are unconditionally allotted or issued before the Scheme becomes Effective but excluding in both cases any such shares held or which become held in treasury;

“RDI REIT Shareholder(s)” holders of RDI REIT Shares;

“Register” the register of members of the Company comprising the IoM Register and the South African Register;

“Registrars” the IoM Registrar and the South African Registrar;

“Regulations” the Isle of Man Uncertificated Securities Regulations 2006 (Statutory Document No. 743/06), as amended from time to time;

“Regulatory Information a regulatory information service as defined in the FCA Handbook; Service”

“REIT” a UK Real Estate Investment Trust under Part 12 of the Corporation Tax Act 2010;

“relevant securities” as the context requires, RDI REIT Shares, other RDI REIT share capital and any securities convertible into or exchangeable for, and rights to subscribe for, any of the foregoing;

RDI REIT P.L.C. 67 PART 8 | DEFINITIONS continued

“Restricted Jurisdiction” any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Acquisition is sent or made available to RDI REIT Shareholders in that jurisdiction;

“Scheme” or “Scheme of the proposed scheme of arrangement under Chapter 2 of Part X of the IoM Act between RDI Arrangement” REIT and the Scheme Shareholders, with or subject to any modification, addition or condition approved or imposed by the Court and agreed by RDI REIT and Bidco;

“Scheme Record Time” 6.00 p.m. on the second Business Day immediately following the date of the Court Hearing or such later time as Bidco and RDI REIT may agree;

“Scheme Shareholders” holders of Scheme Shares at any relevant time and a “Scheme Shareholder” shall mean any one of those Scheme Shareholders;

“Scheme Shares” all RDI REIT Shares: • in issue at the date of this document and which remain in issue at the Scheme Record Time; • (if any) issued after the date of this document and before the Voting Record Time and which remain in issue at the Scheme Record Time; and • (if any) issued at or after the Voting Record Time but at or before the Scheme Record Time, on terms that the holder thereof shall be bound by the Scheme or in respect of which the original or any subsequent holders thereof are, or shall have agreed in writing to be, bound by the Scheme and which remain in issue at the Scheme Record Time, but excluding, in any case, any Excluded Shares at the Scheme Record Time;

“SENS” the Stock Exchange News Service of the JSE;

“South African Register” the branch register of members of the Company kept and maintained on behalf of the Company by the South African Registrar, in South Africa;

“South African Registrar” Computershare Investor Services Proprietary Limited, Rosebank Towers, 15 Biermann Avenue, Rosebank 2196, South Africa

“Special Resolution” the composite special resolution set out in the notice of Extraordinary General Meeting in Part 10 of this document;

“Starwood” Starwood Capital Group;

“Starwood Funds” funds managed, controlled or advised by Starwood or its affiliates;

“Starwood Responsible those persons listed in paragraph 2.3 of Part 7 of this document; Persons”

“Strate” Strate Proprietary Limited, a private company incorporated in accordance with the laws of South Africa under registration number 1998/022242/07, being a registered central security depositary in terms of the South African Financial Markets Act, 19 of 2012 (as amended), and which manages the electronic clearing and settlement system for transactions that take place on the JSE as well as off-market dealings of securities listed on the JSE amongst others

“Strate System” the system for electronic clearing and settlement and holding of uncertificated securities operated by Strate for dealings that take place on the JSE as well as off-market dealings of securities listed on the JSE;

“Strate Shareholder” a RDI REIT Shareholder who is on the South African Register and holds his RDI REIT Shares in dematerialised form, that is in the Strate System;

“subsidiary”, “subsidiary have the meanings ascribed to them under the 2006 Act (UK) as amended from time to time; undertaking”, “associated undertaking”, “holding company undertaking”

“Takeover Code” the City Code on Takeovers and Mergers issued by the Panel, as amended from time to time;

68 RDI REIT P.L.C. “Takeover Offer” subject to the consent of the Panel, should the Acquisition be implemented by way of a takeover offer as defined in Chapter 3 of Part 28 of the 2006 Act (UK), the offer to be made by or on behalf of Bidco to acquire the entire issued and to be issued share capital of RDI REIT (reflecting any amendments made to Chapter 1 of Part 28 of the 2006 Act (UK) as a result of RDI REIT being a company incorporated in the Isle of Man) and, where the context admits, any subsequent revision, variation, extension or renewal of such offer;

“Third Party” any government, government department, governmental or quasi governmental, supranational, statutory, regulatory, environmental or investigative body or association, institution or agency (including, without limitation, any trade agency) or authority (including, without limitation, any anti-trust or merger control authority), any court or professional or environmental body or any other person or body whatsoever in any relevant jurisdiction;

“UK” or “United Kingdom” the United Kingdom of Great Britain and Northern Ireland;

“uncertificated” or “in a share or other security recorded on the relevant register as being held in uncertificated form uncertificated form” in CREST and title to which, by virtue of the Regulations, may be transferred by means of CREST;

“United States” or “US” the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction and any political sub division thereof;

“VAT” valued added tax or any similar sales or turnover tax whether in the United Kingdom or any other jurisdiction;

“Virtual Meeting Guide” the guide prepared by Lumi explaining how Scheme Shareholders and RDI REIT Shareholders can remotely access and participate in the Meetings via the Virtual Meeting Platform;

“Virtual Meeting Platform” the Lumi virtual meeting platform;

“Voting Record Time” 6.00 p.m. on the day which is two days before the Court Meeting or, if the Court Meeting is adjourned, 6.00 p.m. on the day which is two days before the date of such adjourned meeting;

“Wider Bidco Group” Bidco and its subsidiaries, subsidiary undertakings and associated undertakings and any other body corporate, partnership, joint venture or person in which Bidco and/or such undertakings (aggregating their interests) have a direct or indirect interest of more than 20 per cent. of the voting or equity capital or the equivalent; and

“Wider RDI REIT Group” RDI REIT Group and its subsidiaries, subsidiary undertakings and associated undertakings and any other body corporate, partnership, joint venture or person in which RDI REIT and/or such undertakings (aggregating their interests) have a direct or indirect interest of more than 20 per cent. of the voting or equity capital or the equivalent. All the times referred to in this document are London times unless otherwise stated. All references to a statutory provision or law or to any order or regulation shall be construed as a reference to that provision, law, order or regulation as extended, modified, replaced or re-enacted from time to time and all statutory instruments, regulations and orders from time to time made thereunder and deriving validity therefrom. References to the singular include the plural and vice versa. References to one gender shall be a reference to the other genders.

RDI REIT P.L.C. 69 PART 9 | NOTICE OF COURT MEETING

IN THE HIGH COURT OF JUSTICE OF THE ISLE OF MAN CIVIL DIVISION CHANCERY PROCEDURE

IN THE HIGH COURT OF THE ISLE OF MAN CHP 21/027

NOTICE IS HEREBY GIVEN that by an Order dated 25 March 2021 made in the above matters, the Court has given permission for RDI REIT P.L.C. (the “Company”) to convene a meeting (the “Court Meeting”) of the holders of the Scheme Shares (as defined in the Scheme of Arrangement referred to below), for the purpose of considering and, if thought fit, approving (with or without modification) a Scheme of Arrangement pursuant to Chapter 2 of Part X of the Isle of Man Companies Act 2006 (the “Act”) proposed to be made between the Company and the holders of the Scheme Shares (the “Scheme of Arrangement”) and that such meeting will be held at 33 Regent Street, London SW1Y 4NB on 16 April 2021 at 10.00 a.m. (London time), at which place and time all holders of Scheme Shares are requested to remotely attend in accordance with the COVID-19 procedure set out below. A copy of the said Scheme of Arrangement and a copy of the accompanying explanatory statement are incorporated in the document of which this notice forms part. Capitalised terms used in this notice not otherwise defined herein have the same meaning as used in the Scheme of Arrangement. COVID-19 RESTRICTIONS At the time of publication of this notice, the UK Government has prohibited large public gatherings, save in certain limited circumstances, and has prohibited non-essential travel. In light of these measures, together with the uncertainty as to any additional and/or alternative measures that may be put in place by the UK Government, and in order to protect the health and safety of shareholders and the directors, we hope that shareholders will understand that Scheme Shareholders and other attendees will not be permitted to attend the Court Meeting in person, save for the Chairperson and anyone else nominated by the Chairperson. Scheme Shareholders are strongly encouraged to appoint the Chairperson of the Court Meeting as their proxy. If any other person is appointed as proxy, he or she will not be permitted to attend the Court Meeting in person, but will be able to attend virtually, submit written questions and/or any objections and vote at the Court Meeting remotely via a virtual meeting platform provided by Lumi AGM UK Limited (the “Virtual Meeting Platform”), further details of which are set out below. Instructions for using the Virtual Meeting Platform Scheme Shareholders can access the Virtual Meeting Platform via a mobile web client, which is compatible with the latest browser versions of Chrome, Firefox, Internet Explorer 11 (Internet Explorer 10 and below are not supported), Edge and Safari and can be accessed using any web browser, on a PC or smartphone device. To attend remotely, submit written questions and/or vote using this method, please go to https://web.lumiagm.com and follow the instructions set out below.

70 RDI REIT P.L.C. All RDI REIT Shareholders other than those on the South African Register Once you have accessed https://web.lumiagm.com from your web browser, you will be asked to enter the Lumi Meeting ID which is 195-636-313. You will then be prompted to enter your unique 11 digit Investor Code (“IVC”) including any leading zeros and ‘PIN’. Your PIN is the last 4 digits of your IVC. This will authenticate you as a shareholder. Your IVC can be found on your share certificate, or Signal Shares users (www.signalshares.com) will find this under ‘Manage your account’ when logged in to the Signal Shares portal. You can also obtain this by contacting our IoM Registrar, by calling +44 (0) 371 277 1020(1). If you are a CREST shareholder and do not have a record of your IVC, you should also contact the IoM Registrar on this number. Access to the Court Meeting via the website or App will be available from 9.30 a.m. on 16 April 2021, as further detailed below. If you are unable to access your IVC and PIN, please call the IoM Registrar on the helplines, details of which are on page 15. The Registrars’ helplines cannot provide advice on the merits of the Scheme of Arrangement nor give any financial, legal or tax advice, nor provide any technical assistance in relation to the Virtual Meeting Platform. If Scheme Shareholders encounter any difficulties accessing the Court Meeting through the Virtual Meeting Platform they may contact the IoM Registrar by calling +44 (0) 371 277 1020(1). If you wish to appoint a proxy other than the Chairperson of the meeting and for them to attend virtually the Court Meeting on your behalf, please submit your Forms of Proxy in the way set out below before contacting the IoM Registrar on +44 (0) 371 277 1020(1) in order to obtain your alternative proxy’s IVC and PIN. It is suggested that you do this as soon as possible and at least 48 hours before the Court Meeting. If your RDI REIT Shares are held within a nominee and you wish to attend virtually the Court Meeting, you will need to contact your nominee as soon as possible. Your nominee will need to present a corporate letter of representation to the IoM Registrar as soon as possible and at least 72 hours before the Court Meeting, in order that they can obtain for you your unique IVC and PIN to enable you to attend the Court Meeting remotely. (1) Lines are open from 9.00 a.m. to 5.30 p.m. Monday to Friday, calls are charged at the standard geographic rate and will vary by provider. Calls outside the UK will be charged at the applicable international rate. RDI REIT Shareholders on the South African Register RDI REIT Shareholders on the South African Register will need to obtain a letter of representation from their broker/custodian and submit the letter of representation, together with a request for a username and password, to [email protected]. The South African Registrar will provide these RDI REIT Shareholders with the requisite username and password in order to access the Virtual Meeting Platform. Instructions for all RDI REIT Shareholders Access to the Court Meeting will be available from 9.30 a.m. UK time (10.30 a.m. South African standard time) on 16 April 2021, although the voting functionality will not be enabled until the Chairperson of the Court Meeting declares the poll open. Scheme Shareholders will be permitted to submit written questions (via the Virtual Meeting Platform) to the RDI REIT Directors during the course of the Court Meeting. Scheme Shareholders can use the same function to submit any written objections they may have to the Scheme of Arrangement at the Court Meeting. The Chairperson of the Court Meeting will ensure that all such questions and/or any objections relating to the formal business of the Court Meeting are addressed during the Court Meeting, unless no response is required to be provided under the Act or the provision of a response would, at the Chairperson’s discretion, otherwise be undesirable in the interests of the Company or the good order of the Court Meeting. During the Court Meeting, Scheme Shareholders must ensure they are connected to the internet at all times in order to submit written questions and/or any objections and vote when the Chairperson commences polling. Therefore, it is each Scheme Shareholder’s responsibility to ensure connectivity for the duration of the Court Meeting via their wireless or other internet connection. The Virtual Meeting Guide contains further information on remotely accessing and participating in the Court Meeting via the Virtual Meeting Platform and is available on RDI REIT’s website at www.rdireit.com. The COVID-19 situation is constantly evolving, and the UK Government may change current restrictions or implement further measures relating to the holding of shareholder meetings during the affected period. Any changes to the arrangements for the Court Meeting will be communicated to Scheme Shareholders before the Court Meeting, including through the Company’s website www.rdireit.com and by announcement through a Regulatory Information Service and SENS. Holders of Scheme Shares entitled to attend, speak and vote (including through the Virtual Meeting Platform) at the meeting may appoint another person, whether a member of the Company or not, as their proxy to vote in their place. Scheme Shareholders are encouraged to appoint the Chairperson of the Court Meeting as their proxy. If any other person is appointed as proxy, he or she will not be permitted to attend the Court Meeting in person. A blue Form of Proxy for use at the Court Meeting is enclosed with this notice.

RDI REIT P.L.C. 71 PART 9 | NOTICE OF COURT MEETING continued

In the case of joint holders of Scheme Shares, any one such joint holder may tender a vote, whether in person or by proxy, at the Court Meeting, however the vote of the senior who tenders a vote whether in person or by proxy will be accepted to the exclusion of the votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the relevant joint holding. In the case of a member which is a company, your proxy form must be executed under its common seal or signed on its behalf by a duly authorised officer of the company or an attorney or other person duly authorised for the company. Holders of Scheme Shares are entitled to appoint a proxy in respect of some or all of their Scheme Shares. Holders of Scheme Shares are also entitled to appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by such holder. A space has been included in the blue Form of Proxy to allow holders of Scheme Shares to specify the number of Scheme Shares in respect of which that proxy is appointed. Holders of Scheme Shares who return the blue Form of Proxy duly executed but leave this space blank, or specify a number of Scheme Shares in excess of those held by the holder of Scheme Shares at the time referred to below, will be deemed to have appointed the proxy in respect of all of their Scheme Shares. Holders of Scheme Shares who wish to appoint more than one proxy in respect of their shareholding should read the notes on the blue Form of Proxy and note the principles that will be applied in relation to multiple proxies. It is requested that the blue Form of Proxy (together with any power of attorney or other authority under which it is signed, or a notarially certified copy of such authority) be lodged with the IoM Registrar or the South African Registrar (as applicable) in accordance with the instructions printed thereon not later than 48 hours before the start of the meeting. If the blue Form of Proxy for the Court Meeting is not returned by the above time, it may be emailed after that time to the IoM Registrar at [email protected] or the South African Registrar at [email protected] (as the case may be) prior to the commencement of the Court Meeting and will still be valid. Please note (in the case of holders of Scheme Shares on the IoM Register) that any blue Forms of Proxy for the Court Meeting sent to the relevant email address before 10.00 a.m. (UK time) on 14 April 2021 may be discounted as invalid. RDI REIT Shareholders on the South African Register In respect of holders of Scheme Shares whose Scheme Shares are on the share register maintained on behalf of the Company in South Africa by the South African Registrar, the blue Form of Proxy must only be filled in by certificated shareholders. Dematerialised Shareholders who wish to attend this meeting virtually should instruct their CSDP or broker to issue them with the necessary letter of representation to attend the Court Meeting, in the manner stipulated in the custody agreement governing the relationship between such shareholders and their CSDP or broker. These instructions must be provided to the CSDP or broker by the cut-off time and date advised by the CSDP or broker for instructions of this nature. Dematerialised Shareholders on the South African Register who cannot attend virtually but who wish to vote at the Court Meeting should provide their CSDP or broker with their voting instructions, in the manner stipulated in the custody agreement governing the relationship between such shareholders and their CSDP or broker. These instructions must be provided to the CSDP or broker by the cut-off time and date advised by the CSDP or broker for instructions of this nature. You may appoint a proxy electronically by logging on to www.signalshares.com and following the instructions. Further information is also included on the blue Forms of Proxy. Entitlement to attend and vote virtually at the Court Meeting, or any adjournment thereof, and the number of votes which may be cast thereat will be determined by reference to the register of members of the Company at 6.00 p.m. on the day which is two days before the Court Meeting or adjourned meeting (as the case may be). In each case, changes to the register of members of the Company after such time will be disregarded in determining the rights of any person to attend or vote virtually at the meeting, or at any adjournment thereof. Voting at the Court Meeting will be conducted on a poll.

72 RDI REIT P.L.C. For the purposes of determining the number of holders of Scheme Shares present and voting on the resolution to approve the said Scheme of Arrangement at the Court Meeting and the value of the Scheme Shares voted at the Court Meeting: (i) irrespective of the number of proxies that a holder of Scheme Shares may appoint to vote on its behalf at the Court Meeting, if proxies appointed by a holder of Scheme Shares vote for the resolution to approve the said Scheme of Arrangement, such votes shall be counted as one vote by the appointing holder of Scheme Shares in favour of the said Scheme of Arrangement and if proxies appointed by the same holder of Scheme Shares vote against the resolution to approve the said Scheme of Arrangement, such votes shall be counted as one vote by the appointing holder of Scheme Shares against the said Scheme of Arrangement; and (ii) if any holder of Scheme Shares holds such Scheme Shares as a nominee or trustee for more than one underlying beneficial owner such holder of Scheme Shares may vote (virtually in person or by proxy) both for and against the resolution to approve the said Scheme of Arrangement. Where such holder of Scheme Shares votes (virtually in person or by proxy) part of his Scheme Shares for the resolution to approve the said Scheme of Arrangement and votes against the resolution with respect to the remaining part of his Scheme Shares, his vote shall count as one vote for and one vote against the said Scheme of Arrangement in the determination of the number of holders of Scheme Shares who have voted on such resolution, and the votes of such holder of Scheme Shares for and against the resolution to approve the said Scheme of Arrangement shall be taken into account in the determination of 75 per cent. in value of the Scheme Shares held by those present and voting virtually in person or by proxy. By the said Order, the Court has appointed Stephen Oakenfull or, failing him, Donald Grant or, failing him, any other Independent RDI REIT Director to act as Chairperson of the Court Meeting and has directed the Chairperson to report the result of the Court Meeting to the Court. The said Scheme of Arrangement will be subject to the subsequent sanction of the Court. Dated 25 March 2021

Simcocks Ridgeway House Ridgeway Street Douglas Isle of Man IM99 1PY Advocates for RDI REIT P.L.C.

RDI REIT P.L.C. 73 PART 10 | NOTICE OF EXTRAORDINARY GENERAL MEETING

RDI REIT P.L.C. (Incorporated in the Isle of Man with registered number 010534V) NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Extraordinary General Meeting”) of RDI REIT P.L.C. (the “Company”) will be held at 33 Regent Street, London SW1Y 4NB on 16 April 2021 at 10.15 a.m. UK time (11.15 a.m. South African standard time) (or as soon thereafter as the Court Meeting (as defined in the document of which this notice forms part) shall have concluded or been adjourned) for the purpose of considering and, if thought fit, passing the following resolution which will be proposed as a composite special resolution: COMPOSITE SPECIAL RESOLUTION 1. THAT for the purpose of giving effect to the scheme of arrangement dated 25 March 2021 (as amended or supplemented) between the Company and the holders of its Scheme Shares (each as defined in the said scheme), a print of which has been produced to this meeting and for the purposes of identification signed by the Chairperson thereof in its original form or subject to any such modification, addition or condition approved or imposed by the Court and/or agreed by the Company and SOF-12 Cambridge BidCo Limited (“Bidco”) (the “Scheme”): (a) the directors of the Company (or a duly authorised committee of the directors) be authorised to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect; and (b) with effect from the passing of this resolution, the articles of association of the Company be amended by the adoption and inclusion of the following new Article 165: "165 Scheme of Arrangement 165.1 In this Article 165, the “Scheme” means the scheme of arrangement dated 25 March 2021, between the Company and the holders of its Scheme Shares under Chapter 2 of Part X of the IoM Act in its original form or with or subject to any modification, addition or condition approved or imposed by the Court and/or agreed by the Company and SOF-12 Cambridge BidCo Limited (“Bidco”) and (save as defined in this Article) expressions defined in the Scheme shall have the same meanings in this Article. 165.2 Notwithstanding any other provision of these Articles, if the Company issues any shares (other than to Bidco or its nominee(s)) after the adoption of this Article and before the Scheme Record Time, such shares shall be issued subject to the terms of the Scheme and shall be Scheme Shares for the purposes thereof and the new member, and any subsequent holder of such shares (other than Bidco and/or its nominee or nominees), shall be bound by the Scheme accordingly. 165.3 Notwithstanding any other provision of these Articles, subject to the Scheme becoming Effective, if any shares are issued or transferred to any person (other than under the Scheme or to Bidco or its nominee(s)) (a “New Member”) on or after the Scheme Record Time (the “Transfer Shares”), they shall be immediately transferred to Bidco or such person as it may direct (the “Purchaser”) in consideration of and conditional on the payment to the New Member (or, at the request of the Company, to the Company in the event that the New Member’s employing company is required by law to account to any tax authority for any income tax liability or social security liability of such New Member arising on receipt of such shares) of an amount in cash for each Transfer Share equal to the cash consideration per Scheme Share payable pursuant to the Scheme. 165.4 On any reorganisation of, or material alteration to, the share capital of the Company (including, without limitation, any subdivision and/or consolidation), the value of the consideration per share to be paid under paragraph 165.3 of this Article shall be adjusted by the Board in such manner as the Auditors may determine to be appropriate to reflect such reorganisation or alteration. References in this Article to shares shall, following such adjustment, be construed accordingly.

74 RDI REIT P.L.C. 165.5 To give effect to any transfer required by this Article, the Company may appoint any person as attorney and/or agent for the New Member (or any subsequent holder or any nominee of such New Member or any such subsequent holder) to transfer the Transfer Shares to the Purchaser or its nominee(s) and do all such other things and execute and deliver all such documents as may in the opinion of the attorney and/or agent be necessary or desirable to vest the Transfer Shares in the Purchaser or its nominee(s) and pending such vesting to exercise all such rights attaching to the Transfer Shares as the Purchaser may direct. If an attorney and/or agent is so appointed, the New Member (or any subsequent holder or any nominee of such New Member or any such subsequent holder) shall not thereafter (except to the extent that the attorney and/or agent fails to act in accordance with the directions of the Purchaser) be entitled to exercise any rights attaching to the Transfer Shares unless so agreed in writing by the Purchaser. The attorney and/or agent shall be empowered to execute and deliver as transferor a form of transfer or instructions of transfer on behalf of the New Member (or any subsequent holder or any nominee of such New Member or any such subsequent holder) in favour of the Purchaser or its nominee(s) and the Company may give a good receipt for the purchase price for the Transfer Shares and may register the Purchaser or its nominee(s) as holder thereof and issue to it certificates for the same. The Company shall not be obliged to issue a certificate to the New Member (or any subsequent holder or any nominee of such New Member or any such subsequent holder) for the Transfer Shares. The Purchaser shall be entitled to either (a) send a cheque drawn on a UK clearing bank in favour of the New Member (or the relevant transferee or nominee) for, or (b) to make any alternative arrangements communicated by the Purchaser to such New Member (or to the Company in the event that the New Member’s employing company is required by law to account to any tax authority for any income tax liability or social security liability of such New Member arising on the receipt of such shares) so as to facilitate payment of the purchase price of each Transfer Share within 14 days of the time on which such Transfer Shares are transferred to the Purchaser or its nominee(s) pursuant to Article 165.3. 165.6 If the Scheme shall not have become effective by the date referred to in Clause 5.2 of the Scheme, this Article 165 shall be of no effect. 165.7 Notwithstanding any other provision of these Articles, neither the Company nor the Board shall register the transfer of any Scheme Shares effected between the Scheme Record Time and the date on which the Scheme becomes Effective other than to Bidco or its nominee(s).”

By order of the Board

Lisa Hibberd Company Secretary

Dated 25 March 2021 Registered office: 2nd Floor St Mary’s Court 20 Hill Street Douglas Isle of Man IM1 1EU

RDI REIT P.L.C. 75 PART 10 | NOTICE OF EXTRAORDINARY GENERAL MEETING continued

Notes: COVID-19 RESTRICTIONS At the time of publication of this notice, the UK Government has prohibited large public gatherings, save in certain limited circumstances, and has prohibited non-essential travel. In light of these measures, together with the uncertainty as to any additional and/or alternative measures that may be put in place by the UK Government, and in order to protect the health and safety of shareholders and the directors, we hope that shareholders will understand that RDI REIT Shareholders and other attendees will not be permitted to attend this Extraordinary General Meeting in person, save for the Chairperson and anyone else nominated by the Chairperson. RDI REIT Shareholders are strongly encouraged to appoint the Chairperson of the Extraordinary General Meeting as their proxy. If any other person is appointed as proxy, he or she will not be permitted to attend the Extraordinary General Meeting in person, but will be able to attend, submit written questions and vote at the Extraordinary General Meeting remotely via a virtual meeting platform provided by Lumi AGM UK Limited (the “Virtual Meeting Platform”), further details of which are set out below. Instructions for using the Virtual Meeting Platform RDI REIT Shareholders can access the Virtual Meeting Platform via a mobile web client, which is compatible with the latest browser versions of Chrome, Firefox, Internet Explorer 11 (Internet Explorer v. 10 and below are not supported), Edge and Safari and can be accessed using any web browser, on a PC or smartphone device. To attend remotely, submit written questions and/or vote using this method, please go to https://web.lumiagm.com and follow the instructions set out below. All RDI REIT Shareholders other than those on the South African Register Once you have accessed https://web.lumiagm.com from your web browser, you will be asked to enter the Lumi Meeting ID which is 195-636-313. You will then be prompted to enter your unique 11 digit Investor Code (“IVC”) including any leading zeros and ‘PIN’. Your PIN is the last 4 digits of your IVC. This will authenticate you as a shareholder. Your IVC can be found on your share certificate, or Signal Shares users (www.signalshares.com) will find this under ‘Manage your account’ when logged in to the Signal Shares portal. You can also obtain this by contacting the IoM Registrar, by calling +44 (0) 371 277 1020(1). If you are a CREST shareholder and do not have a record of your IVC, you should also contact the IoM Registrar on this number. Access to the Extraordinary General Meeting via the website will be available from 9.30 a.m. on 16 April 2021, as further detailed below. If you are unable to access your IVC and PIN, please call the IoM Registrar or the South African Registrar (as applicable) on the helplines, details of which are on page 15. The Registrars’ helplines cannot provide advice on the merits of the Scheme nor give any financial, legal or tax advice, nor provide any technical assistance in relation to the Virtual Meeting Platform. If RDI REIT Shareholders encounter any difficulties accessing the Extraordinary General Meeting through the Virtual Meeting Platform they may contact the IoM Registrar by calling +44 (0) 371 277 1020(1). If you wish to appoint a proxy other than the Chairperson of the Extraordinary General Meeting and for them to attend the Extraordinary General Meeting remotely on your behalf, please submit your proxy appointment in the usual way before contacting the IoM Registrar on +44 (0) 371 277 1020(1) in order to obtain your alternative Proxy’s IVC and PIN. It is suggested that you do this as soon as possible and at least 48 hours before the Extraordinary General Meeting. If your RDI REIT shares are held within a nominee and you wish to attend the Extraordinary General Meeting, you will need to contact your nominee as soon as possible. Your nominee will need to present a corporate letter of representation to the IoM Registrar as soon as possible and at least 72 hours before the Extraordinary General Meeting, in order that they can obtain for you your unique IVC and PIN to enable you to attend the electronic meeting. (1) Lines are open from 9.00 a.m. to 5.30 p.m. Monday to Friday, calls are charged at the standard geographic rate and will vary by provider. Calls outside the UK will be charged at the applicable international rate. RDI REIT Shareholders on the South African Register RDI REIT Shareholders on the South African Register will need to obtain a letter of representation from their broker/custodian and submit the letter of representation, together with a request for a username and password, to [email protected]. The South African Registrar will provide these Shareholders with the requisite username and password in order to access the Virtual Meeting Platform. Access to the Extraordinary General Meeting will be available from 9.30 a.m UK time (11.15 a.m. South African standard time) on 16 April 2021, although the voting functionality will not be enabled until the Chairperson of the Extraordinary General Meeting declares the poll open. RDI REIT Shareholders will be permitted to submit written questions (via the Virtual Meeting Platform) to the RDI REIT Directors during the course of the Extraordinary General Meeting. The Chairperson of the Extraordinary General Meeting will ensure that all such questions relating to the formal business of the Extraordinary General Meeting are addressed during the Extraordinary General Meeting, unless no response is required to be provided under the IoM Act or the provision of a response would, at the Chairperson’s discretion, otherwise be undesirable in the interests of the Company or the good order of the Extraordinary General Meeting.

76 RDI REIT P.L.C. During the Extraordinary General Meeting, RDI REIT Shareholders must ensure they are connected to the internet at all times in order to submit written questions and vote when the Chairperson commences polling. Therefore, it is each RDI REIT Shareholder’s responsibility to ensure connectivity for the duration of the Extraordinary General Meeting via their wireless or other internet connection. The Virtual Meeting Guide contains further information on remotely accessing and participating in the Extraordinary General Meeting via the Virtual Meeting Platform and is available on RDI REIT’s website at www.rdireit.com. The COVID-19 situation is constantly evolving, and the UK Government may change current restrictions or implement further measures relating to the holding of shareholder meetings during the affected period. Any changes to the arrangements for the Extraordinary General Meeting will be communicated to Scheme Shareholders before the Extraordinary General Meeting, including through RDI REIT’s website www.rdireit.com and by announcement through a Regulatory Information Service and SENS. 1. The resolution in this notice of Extraordinary General Meeting will be taken on a poll. 2. A member entitled to attend and vote virtually at the above meeting is entitled to appoint a proxy or proxies to attend and vote virtually, on a poll instead of him/her. If a member appoints more than one proxy, each proxy must be entitled to exercise the rights attached to different shares. A proxy need not be a member of the Company. The appointment of a proxy will not preclude a member from attending and voting virtually at the meeting should he/she subsequently decide to do so. Any power of attorney or any other authority under which your proxy form is signed (or a duly certified copy of such power or authority) must be included with your proxy form. 3. A white Form of Proxy is enclosed with this notice. Instructions for use are shown on the form. 4. To appoint more than one proxy, please photocopy the white Form of Proxy indicating on each copy the name of the proxy you wish to appoint and the number of shares in respect of which the proxy is appointed and follow the instructions set out in the white Form of Proxy. 5. If two or more valid, but differing, appointments of proxy are delivered or received in respect of the same share, the one which is last validly delivered or received (regardless of its date or of the date of its execution) shall be treated as replacing and revoking the other or others as regards that share. If the Company is unable to determine which instrument was last validly delivered or received, none of them shall be treated as valid in respect of that share. 6. The “Vote Withheld” option is provided to enable you to abstain on the specified resolution. However, it should be noted that a “Vote Withheld” is not a vote in law and will not be counted in the calculation of the proportion of votes “For” and “Against” the specified resolution. 7. If you are a shareholder on the IoM Register, to be valid, the white Form of Proxy, together with any power of attorney or other authority under which it is signed, or a duly certified copy thereof, must be received at the offices of the Link Group at PXS 1, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL not less than 48 hours before the time of holding the meeting or, as the case may be, the adjourned meeting. Completion and return of a white Form of Proxy will not prevent a member from attending and voting virtually at the meeting, or any adjournment thereof, in person if he wishes to do so. 8. In respect of ordinary shares on the South African Register, the white Form of Proxy must only be filled in by certificated shareholders. 9. Dematerialised Shareholders on the South African Register who wish to attend virtually this meeting should instruct their CSDP or broker to issue them with the necessary letter of representation to attend this meeting in person, in the manner stipulated in the custody agreement governing the relationship between such shareholders and their CSDP or broker. These instructions must be provided to the CSDP or broker by the cut-off time and date advised by the CSDP or broker for instructions of this nature. 10. Dematerialised Shareholders on the South African Register who cannot attend virtually but who wish to vote at the meeting should provide their CSDP or broker with their voting instructions, in the manner stipulated in the custody agreement governing the relationship between such shareholders and their CSDP or broker. These instructions must be provided to the CSDP or broker by the cut-off time and date advised by the CSDP or broker for instructions of this nature. 11. Pursuant to Regulation 22 of the Uncertificated Securities Regulations 2006 of the Isle of Man, the Company specifies that only those shareholders of the Company on the register of members at 6.00 p.m. (UK time) on the day which is two days before the meeting shall be entitled to attend or vote virtually at the meeting in respect of the number of shares registered in their name at that time. Changes to the register of members after that time will be disregarded in determining the rights of any person to attend or vote at the meeting. 12. Shareholders wishing to vote online should visit www.signalshares.com and follow the instructions. Further information is also included on the forms of proxy. To be valid, an electronic proxy appointment must be made not less than 48 hours before the time of holding the meeting or, as the case may be, the adjourned meeting.

RDI REIT P.L.C. 77 PART 10 | NOTICE OF EXTRAORDINARY GENERAL MEETING continued

13. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so by utilising the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take appropriate action on their behalf. 14. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message must be transmitted so as to be received by the IoM Registrar (whose CREST ID is RA10) by the specified latest time(s) for receipt of proxy appointments. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the Company agent is able to retrieve the message by enquiry to CREST in the manner prescribed. 15. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 18(4)(a) of the Isle of Man Uncertificated Securities Regulations 2006. 16. In the case of joint holders of ordinary shares, the vote of the senior shareholder who tenders a vote, whether virtually in person or by proxy, will be accepted to the exclusion of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding. 17. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares. In the case of a member which is a company, your proxy form must be executed under its common seal or signed on its behalf by a duly authorised officer of the company or an attorney or other person duly authorised for the company. 18. As at 23 March 2021 (being the latest practicable day prior to the date of this notice of Extraordinary General Meeting), the Company’s issued share capital consisted of 380,590,061 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company as at 23 March 2021 were 380,590,061. 19. Any member attending virtually the meeting has the right to ask questions. The Company has to answer any questions raised by members at the meeting which relate to the business being dealt with at the meeting unless: (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer to a question; or (c) it is undesirable in the interests of the Company or the good order of the meeting to answer the question. 20. A copy of this notice can be found at www.rdireit.com.

78 RDI REIT P.L.C. PART 11 | PROPERTY VALUATION REPORTS

25 March 2021 Adam Whereat MRICS E: [email protected] DL: +44 (0) 20 7409 8097 The Board of Directors RDI REIT P.L.C 2nd Floor 33 Margaret Street W1G 0JD St Mary’s Court T: +44 (0) 20 7499 8644 20 Hill Street F: +44 (0) 20 7495 3773 Douglas savills.com Isle of Man IM1 1EU

Peel Hunt LLP 100 Liverpool Street London EC2M 2AT

J.P. Morgan Securities plc 25 Bank Street London E14 5JP

Dear Sirs RDI REIT P.L.C. – UK COMMERCIAL PORTFOLIO, ST GEORGE’S SHOPPING CENTRE, HARROW AND 18 HOTEL ASSETS VALUATION AT 28 FEBRUARY 2021 1. INSTRUCTIONS In accordance with instructions received from RDI REIT P.L.C. (“RDI”), Peel Hunt LLP (“Peel Hunt”) and JP Morgan Securities plc (“JP Morgan”), and subject to the terms of the engagement letter dated 15 March 2021, we have undertaken a valuation (the “Valuation”) of the properties described in Schedules A and B (the “Properties”) (together the “Portfolio’’). We understand that this Valuation Report is required for inclusion in a scheme document (the “Document”) to be prepared and published by RDI in connection with the recommended cash offer by Starwood Funds announced on 26 February 2021 under Part X of the Isle of Man Companies Act 2006 (the “Transaction”). This Valuation Report has been prepared in accordance with the RICS Valuation – Global Standards (incorporating the IVSC International Valuation Standards) effective from 31 January 2020 together, where applicable, with the UK National Supplement effective 14 January 2019, together the ‘Red Book’. The Valuation Report has been prepared in accordance with the requirements of Rule 29 of the City Code on Takeovers and Mergers (the “Code”). The Valuation Report will be relied upon by RDI, Peel Hunt and J.P. Morgan Cazenove.

2. DATE OF VALUATION Our opinions of Market Value are as at 28 February 2021 (the “Valuation Date”). We are not aware of any material changes in circumstances between the Valuation Date and the date of this Valuation Report that would affect the Valuation and, as a result, confirm that an updated valuation as at the date of this Valuation Report would not be materially different from the Valuation as at the Valuation Date, and we are not aware, as a result of our role as External Valuer of the Properties, of any matter which is not disclosed in the Document or which has not been disclosed to RDI, Peel Hunt or J.P. Morgan in writing and which is required to be brought to their attention.

3. TERMS OF REFERENCE We understand the Portfolio comprises 70 properties held for investment purposes and located throughout the UK. 59 are held freehold/heritable and 11 are long leasehold (over 50 years). The Properties are principally offices, industrial/warehouses, hotels together with petrol filling stations, driving test centre and a shopping centre. The majority comprise good quality institutional investment stock let, for the most part, on standard institutional full repairing and insuring lease terms. All the Properties are identified and described briefly on the attached schedule.

RDI REIT P.L.C. 79 PART 11 | PROPERTY VALUATION REPORTS continued

4. SOURCES OF INFORMATION In undertaking our Valuations we have been provided with, and have relied upon, information supplied to us by RDI and their advisors. We have assumed that this information is full and correct. It follows that if it is found to contain errors then our opinions of value may change. Legal Documentation: We have relied on title documentation and leases relevant to this instruction, together with a tenancy schedule provided by RDI, which, we understand, was certified by your solicitors. We understand that all the Properties have good and marketable title which is free from any onerous or restrictive conditions. We have not undertaken credit enquiries into the financial status of the tenants and have assumed that they are capable of meeting all of their obligations under the terms of their leases. Inspections: We have carried out full inspections of each of the Properties and the dates of these are noted on the attached schedule within the last 12 months. As agreed, except where you have advised us to the contrary, we have assumed that there have been no material changes to any of the Properties or their surroundings that could have a material effect on the value of the vendors interest since our inspections. Floor Areas: We have been provided with and relied upon floor area reports for a number of the Properties and certified by Plowman Craven, which we understand were calculated in accordance with the current RICS Code of Measuring Practice (6th Edition). We have measured and carried out check measurements on a number in accordance with the above Code. For the remaining we have relied upon floor areas provided by RDI, which have been measured by an independent consultant in accordance with the above code, and we have adopted these areas. Building Surveys: We have been provided with, and have relied upon, building surveys on a number of the Properties produced by Trident Building Consultancy or Paragon Building & Projects Consultants. Where we have not been provided with building surveys on each of the Properties, we have relied upon our inspections, which are carried out for valuation purposes. Energy Performance Certificates: We have not been provided with EPC ratings. It is assumed that the energy-technical specifications are in accordance with public guidelines. Environmental Surveys: We have been provided with, and have relied upon Phase 1 Environmental Assessments and Surface Water Sampling Surveys produced by Delta Simons. A number of environmental surveys are included – the Building Surveys produced by Paragon Building and Project Consultancy. Where we have not been provided with environmental surveys, we have been informed that none of the Properties are in any way adversely affected by any sort of environmental issues. Planning: We have relied on information on relevant planning consents provided to us or information on relevant planning matters from verbal enquiries of the relevant local authorities’ planning departments. In situations where there is no record, we have assumed all construction was carried out in accordance with a valid planning permission and there are no outstanding planning issues relating to any of the Properties.

5. FORMAT OF VALUATION REPORT Our Valuation Report meets the requirements of the RICS Valuation – Global Standards (incorporating the IVSC International Valuation Standards) effective from 31 January 2020 together, where applicable, with the UK National Supplement effective 14 January 2019, together the ‘’Red Book’’. Our Valuation Report is drafted in accordance with UK National Supplement effective 14 January 2019, UK Valuation Practice Guidance Application 2 (UK VPGA 2) (Valuation for other regulated purposes), and Valuation Practice Statement 3 (VPS 3) (Regulated purpose valuations), which sets out the mandatory minimum terms of reporting and includes all the matters addressed in this confirmation of instruction letter.

80 RDI REIT P.L.C. 6. STATUS OF VALUER This Valuation has been prepared by a number of surveyors under the supervision of Adam Whereat MRICS, Claire Magowan MRICS, Tim Stoyle FRICS. In accordance with Rule 29 of the Code, we confirm that they are all RICS Registered Valuers and have sufficient current knowledge of the relevant market(s) and the necessary skills and understanding to undertake this valuation competently and we are acting in the capacity of External Valuer. We are required by the RICS Red Book (UKPS5.4) to disclose the following: • Savills (UK) Limited provides property management services for the UK property portfolio of RDI REIT P.L.C. excluding the London Serviced Offices element of the portfolio, together with some lease advisory and other professional and agency services on behalf of RDI REIT P.L.C. Savills (UK) Limited also provides ongoing regular valuation services to RDI REIT PLC for annual accounts and debt funding purposes. • In the financial year ending 31 August 2020, the total fees earned from RDI REIT P.LC. and connected parties, including for this instruction, were less than 5 per cent of Savills (UK) and Savills Advisory Services Limited turnover. We do not consider any of the above prevents us or in any way conflicts with our responsibility to provide an independent and objective opinion of value of the portfolio in accordance with RICS Valuation – Global Standards 2020 (“the Red Book”).

7. VALUATION 1. Basis of Valuation Our Valuation have been prepared on the basis of Market Value in accordance with the latest edition of the RICS Valuation – Global Standards (“RICS Red Book”), and which is defined in paragraph 30.1 International Valuation Standards as follows: “The estimated amount for which an asset or liability should exchange on the valuation date 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.” “We confirm that our Valuations have been undertaken in accordance with the International Valuaton Standards (IVS).” Our Valuations have been arrived at predominantly by reference to market evidence for comparable property. We have made no allowance for any Capital Gains Tax or other taxation liability that might arise upon a sale of a Property, nor have we allowed for any adjustment to any of the Properties’ income streams to take into account any tax liabilities that may arise. We have excluded from our Valuations any additional value attributable to goodwill, or to fixtures and fittings which are only of value in situ to the present occupiers. Our Valuations are exclusive of VAT (if applicable). No allowance has been made for rights, obligations or liabilities arising in relation to fixed plant and machinery and it has been assumed that all fixed plant and machinery and the installation thereof complied with the relevant EEC legislation. We have made no variation from standard assumptions.

2. Market Value We are of the opinion that the aggregate Market Value of the Properties in the Portfolio, as at 28 February 2021, is: Properties held for investment:

Target Portfolio

Freehold/Heritable £585,280,000

Long leasehold (over 50 years) £222,300,000

Total £807,580,000

The total valuation figure reported is the aggregate total of the individual Properties and not necessarily a figure that could be achieved if the Portfolio were to be sold as a single holding. Each Valuation reflects the costs of acquisition but not realisation. The largest property by value in the Portfolio is Camino Park, Crawley, which represents 10.04 per cent of the total of that Portfolio.

RDI REIT P.L.C. 81 PART 11 | PROPERTY VALUATION REPORTS continued

7. VALUATION continued 3. Material Valuation Uncertainty Market conditions explanatory note: Novel Coronavirus (COVID-19) The outbreak of COVID-19, declared by the World Health Organisation as a “Global Pandemic” on the 11th March 2020, has and continues to impact many aspects of daily life and the global economy – with some real estate markets having experienced lower levels of transactional activity and liquidity. Travel restrictions have been implemented by many countries and “lockdowns” applied to varying degrees. Whilst restrictions have now been lifted in some cases, local lockdowns may continue to be deployed as necessary and the emergence of significant further outbreaks or a “second wave” is possible. The pandemic and the measures taken to tackle COVID-19 continue to affect economies and real estate markets globally. Nevertheless, as at the valuation date some property markets have started to function again, with transaction volumes and other relevant evidence returning to levels where an adequate quantum of market evidence exists upon which to base opinions of value. Accordingly, and for the avoidance of doubt, our valuation is not reported as being subject to ‘material valuation uncertainty’ as defined by VPS 3 and VPGA 10 of the RICS Valuation – Global Standards, except as identified below. Material valuation uncertainty In respect of the operational hotel sector, as at the valuation date, we continue to be faced with an unprecedented set of circumstances caused by COVID-19 and an absence of relevant/sufficient market evidence on which to base our judgements. Our valuation of the properties identified within schedules A and B by an asterisk (*) is therefore reported as being subject to ‘material valuation uncertainty’ as set out in VPS 3 and VPGA 10 of the RICS Valuation – Global Standards. Consequently, in respect of these valuations less certainty – and a higher degree of caution – should be attached to these valuations than would normally be the case. The assets to which the Material Uncertainty Clause applies, equates to 32.6 per cent. of the total aggregate value of the portfolio. For the avoidance of doubt this explanatory note, including the ‘material valuation uncertainty’ declaration, does not mean that the valuation(s) cannot be relied upon. Rather, this explanatory note has been included to ensure transparency and to provide further insight as to the market context under which the valuation opinion was prepared. In recognition of the potential for market conditions to move rapidly in response to changes in the control or future spread of COVID-19 we highlight the importance of the valuation date.

8. CONFIDENTIALITY The contents of this Valuation Report and Valuation may be used for the specific purpose to which they refer. Neither the whole nor any part of this Valuation Report or any reference to it may be included now, or at any time in the future, in any published document, circular or statement, nor published, referred to or used in any way without our written approval of the form and context in which it may appear. We accept responsibility for the information within this Valuation Report and Valuation and declare that to the best of our knowledge (having taken all reasonable care to ensure that such is the case) the information contained in the Valuation Report and Valuation is in accordance with the facts and contains no omission likely to affect its import.

Yours faithfully

Adam Whereat Claire Magowan Tim Stoyle RICS Registered Valuer RICS Registered Valuer RICS Registered Valuer

For and on behalf of Savills Advisory Services Limited

82 RDI REIT P.L.C. SCHEDULE A: FREEHOLD / HERITABLE PROPERTY IN THE UK HELD FOR INVESTMENT Market Value Approx Date of 28 February Address Description Age Tenancies Inspection 2021

123 Causeway End, The property comprises a 1980s Vacant 19 £215,000 Aberdeen, AB25 single storey industrial unit November 3TB totalling 5,770 sq ft (536 2020 sq m). Externally there is a hard surfaced area utilised as customer parking. Internally the property provides open warehouse accommodation including toilets and staff area.

DSA, The property comprises a 2009 Entire let on a full repairing and 25 February £4,100,000 Gibfield Park driving test centre totalling insuring lease to The Secretary of 2020 Avenue, Atherton, 1,852 sq ft (172 sq m). It State for Communities and Local ME46 OSY comprises a single storey Government for 40 years from office building with 27 car January 2009, subject to a tenant parking spaces and an only break option in January 2034. external tarmacadam test The passing rent is £241,465 per area (extending to 3.36 annum. The rent is reviewed 5 acres). yearly to the higher of Market Rent and RPI, with the next review due in January 2024.

Units 1a & 1b The property comprises 2019 Arrival Automotive UK Limited 17 February £36,000,000 Link 9, Launton, two recently constructed occupies both units. 2020 Bicester, OX26 5HA distribution units.

Unit 1a on a 15 year tenancy Unit 1a achieved practical commencing 19th December 2019. completion in April 2019 3 months’ rent free followed by and comprises 120,599 sq 2 years’ half rent (£487,500) were ft (11,204 sq m). agreed as an incentive with the rent reverting to £975,000 per annum from 19 March 2022. Unit 1b achieved practical completion in December 2019 and comprises Unit 1b on a co terminus lease 168,154 sq ft (15,622 sq commencing in July 2020. 2 years’ m). Both units comprise half rent (£680,000) was agreed as large warehouse an incentive with the rent reverting accommodation with to £1,360,000 per annum from July reception and ancillary 2022. offices on the first and second floors. Each unit benefits from dedicated loading and yard facilities.

Metropolitan Drive, The property comprises a 1980s Entire let on a full repairing and 21 February £1,400,000 Blackpool, FY3 9JB single storey industrial unit insuring lease to European Tyre 2020 totalling 8,457 sq ft (786 Enterprise Ltd expiring on 28 sq m). Externally there is a December 2040. The passing hard surfaced area utilised rent is £102,826 per annum, and as customer parking. is reviewed 5 yearly subject to Internally the property an increase of 1% per annum has been fitted out to the compounded. The next rent review tenant’s specification as a is 27 December 2025. vehicle repair centre.

RDI REIT P.L.C. 83 PART 11 | PROPERTY VALUATION REPORTS continued

Market Value Approx Date of 28 February Address Description Age Tenancies Inspection 2021

61-67 Main Street, The property comprises a 1990s Entire let on a full repairing and 18 £550,000 Bridgend, PH1 3QJ single storey industrial unit insuring lease to European Tyre November totalling 5,076 sq ft (472 Enterprise Ltd expiring on 10 2020 sq m). Externally there is a December 2040. The passing hard surfaced area utilised rent is £40,871 per annum, and as customer parking. is reviewed 5 yearly subject to Internally the property an increase of 1% per annum has been fitted out to the compounded. The next rent review tenant’s specification as a is 11 June 2024. vehicle repair centre.

Units 1, 2/2a, 3a, The property comprises a Phased The property is let to three tenants 27 February £55,500,000 3b and 5 Express five unit industrial estate construction on five leases with an average 2020 Park, Bristol totalling 509,973 sq ft between money weighted unexpired term Road, Bridgwater, (47,378 sq m). The units 2002 and of 7.59 years. The rent passing is TA6 4RN are of steel portal frame 2006 £2,456,960 per annum, although construction. Each unit is a the tenant of Unit 3b is currently distribution warehouse and benefiting from a rent free period, benefits from dedicated following which the income will loading and yard facilities. rise to £3,123,062 per annum.

2196 Paisley Road The property comprises a 1980s Entire let on a full repairing and 19 £515,000 West, Cardonald, single storey industrial unit insuring lease to European Tyre November G52 3SJ totalling 5,250 sq ft (488 Enterprise Ltd expiring on 10 2020 sq m). Externally there is a December 2040. The passing hard surfaced area utilised rent is £33,691 per annum, and as customer parking. is reviewed 5 yearly subject to Internally the property an increase of 1% per annum has been fitted out to the compounded. The next rent review tenant’s specification as a is 11 June 2024. vehicle repair centre.

Camino Park, The property comprises a Phased The property is let to three tenants 5 February £81,050,000 James Watt Way, five unit industrial estate construction on four leases for an average 2021 Crawley, RH10 9TZ totalling 357,057 sq ft between money weighted unexpired term (33,171 sq m). Each unit is a 2002 and of 2.18 years. The current rent is distribution warehouse and 2006 £3,981,572 per annum. benefits from dedicated loading and yard facilities.

7/15 Buccleuch The property comprises 1994 Single let to The Secretary of 25 February £750,000 Street, Dalkeith, a purpose built office, State for the Environment on a 2020 EH22 1HB extending to 7,119 sq ft full repairing and insuring lease (661 sq m), arranged on expiring on 31 March 2023, ground and two upper providing an unexpired term of floor levels. 2.08 years.

There is a car park located The current rent is £144,884 per to the rear of the building annum. There are no further rent which provides eight clear reviews for the duration of the spaces. term.

84 RDI REIT P.L.C. Market Value Approx Date of 28 February Address Description Age Tenancies Inspection 2021

Dalrymple The property comprises a 1990s Entire let on a full repairing and 26 £950,000 Street, Greenock, single storey industrial unit insuring lease to European Tyre November Dalrymple, totalling 13,468 sq ft (1251 Enterprise Ltd expiring on 10 2020 PA15 1QJ sq m). Externally there is a December 2040. The passing hard surfaced area utilised rent is £68,487 per annum, and as customer parking. is reviewed 5 yearly subject to Internally the property an increase of 1% per annum has been fitted out to the compounded. The next rent review tenant’s specification as a is 11 June 2024. vehicle repair centre.

Driving Standards The property comprises a 2010 Single let to The Secretary of 28 February £1,425,000 Agency, Kilspindie driving test centre of 1,726 State for Communities and Local 2020 Road, Dundee, sq ft (160 sq m), together Government for a term of 40 years DD2 3QH with a tarmacadam test expiring 25 November 2050. The area and ancillary car lease incorporates tenant break parking. The site extends to options on 26 November 2025, 1.31 acres. 2035, 2040 and 2045.

The passing rent is £195,505 per annum. Rent reviews are five yearly to the greater of Open Market

Rent or movement in the Retail Price Index. The next rent review is due on 26 November 2025 (the assumed break date).

11-43 Hospital Hill, The property comprises a 1980s Entire let on a full repairing and 13 £425,000 Dunfermline, single storey industrial unit insuring lease to European Tyre December KY11 3AT totalling 3,378 sq ft (314 Enterprise Ltd expiring on 10 2020 sq m). Externally there is a December 2040. The passing hard surfaced area utilised rent is £28,153 per annum, and as customer parking. is reviewed 5 yearly subject to Internally the property an increase of 1% per annum has been fitted out to the compounded. The next rent review tenant’s specification as a is 11 June 2024. vehicle repair centre.

Telford Road, East The property comprises a 1990s Entire let on a full repairing and 19 £460,000 Kilbride, G75 0JD single storey industrial unit insuring lease to European Tyre November totalling 4,977 sq ft (462 Enterprise Ltd expiring on 10 2020 sq m). Externally there is a December 2040. The passing hard surfaced area utilised rent is £31,005 per annum, and as customer parking. is reviewed 5 yearly subject to Internally the property an increase of 1% per annum has been fitted out to the compounded. The next rent review tenant’s specification as a is 11 June 2024. vehicle repair centre.

RDI REIT P.L.C. 85 PART 11 | PROPERTY VALUATION REPORTS continued

Market Value Approx Date of 28 February Address Description Age Tenancies Inspection 2021

Chesser Avenue, The property comprises a 1990s Entire let on a full repairing and 30 £1,000,000 Gorgie, Edinburgh, single storey industrial unit insuring lease to European Tyre November EH14 1TB totalling 5,333 sq ft (495 Enterprise Ltd expiring on 10 2020 sq m). Externally there is a December 2040. The passing hard surfaced area utilised rent is £53,323 per annum, and as customer parking. is reviewed 5 yearly subject to Internally the property an increase of 1% per annum has been fitted out to the compounded. The next rent review tenant’s specification for is 11 June 2024. use as a vehicle repair centre.

BP Petrol Station, The property comprises 1990s Entire let on a full repairing and 11 March £3,450,000 Leicester Road, a four island self-service insuring lease to BP Oil UK Ltd 2021 Melton Mowbray, petrol filling station, with expiring on 22 September 2033. Egerton Park, canopy and forecourt shop The passing rent is £181,025 per LE13 0DA building, with car wash. annum, and is reviewed 5 yearly subject to an increase of 2.5% per annum compounded. The It has been fitted out to next rent review is due on 23 the tenant’s specification, September 2023. Subsequent rent and has a site area of reviews are to Open Market rent. approximately 0.65 acres.

East Road, Elgin, The property comprises a 1980s Entire let on a full repairing and 19 £600,000 IV30 1XU single storey industrial unit insuring lease to European Tyre November totalling 6,065 sq ft (563 Enterprise Ltd expiring on 10 2020 sq m). Externally there is a December 2040. The passing hard surfaced area utilised rent is £39,400 per annum, and as customer parking. is reviewed 5 yearly subject to Internally the property an increase of 1% per annum has been fitted out to the compounded. The next rent review tenant’s specification as a is 11 June 2024. vehicle repair centre.

Callander Road, The property comprises a 1970s Entire let on a full repairing and 7 December £500,000 Falkirk, FK1 1XS single storey industrial unit insuring lease to European Tyre 2020 totalling 5,623 sq ft (522 Enterprise Ltd expiring on 10 sq m). Externally there is a December 2040. The passing hard surfaced area utilised rent is £35,900 per annum, and as customer parking. is reviewed 5 yearly subject to Internally the property an increase of 1% per annum has been fitted out to the compounded. The next rent review tenant’s specification as a is 11 June 2024. vehicle repair centre.

96-100 Watling The property comprises a 1980s Entire let on a full repairing and 27 February £1,500,000 Street, Gillingham, single storey industrial unit insuring lease to European Tyre 2020 ME7 2YS totalling 8,992 sq ft (835 Enterprise Ltd expiring on 10 sq m). Externally there is a December 2040. The passing hard surfaced area utilised rent is £80,085 per annum, and as customer parking. is reviewed 5 yearly subject to Internally the property an increase of 1% per annum has been fitted out to the compounded. The next rent review tenant’s specification as a is 11 June 2024. vehicle repair centre.

86 RDI REIT P.L.C. Market Value Approx Date of 28 February Address Description Age Tenancies Inspection 2021

Unit 1, Astra The property comprises a 2010 Entire let on a full repairing and 5 February £3,100,000 Park, Courteney driving test centre totalling insuring lease to The Secretary of 2021 Road, Gillingham, 1,572 sq ft (146 sq m) The State for Communities and Local ME8 0RY property is a single storey Government until 28 January office building with car 2050, subject to a tenant only parking spaces together break option on 1 March 2025. with a tarmacadam The passing rent is £334,748 per external yard (extending annum and is subject to five yearly to 1.80 acres) used for rent reviews linked to RPI. motorcycle testing.

151 Forton Road, The property comprises a 1980s Entire let on a full repairing and 29 £715,000 Gosport, PO12 3HJ single storey industrial unit insuring lease to European Tyre September totalling 4,953 sq ft (460 Enterprise Ltd expiring on 10 2020 sq m). Externally there is a December 2040. The passing hard surfaced area utilised rent is £39,625 per annum, and as customer parking. is reviewed 5 yearly subject to Internally the property an increase of 1% per annum has been fitted out to the compounded. The next rent review tenant’s specification as a is 11 June 2024. vehicle repair centre.

Bo'Ness Road, The property comprises 1980s Entire let on a full repairing and 7 December £415,000 Grangemouth, a single storey industrial insuring lease to European Tyre 2020 FK3 9BJ unit totalling 4,777 ft (444 Enterprise Ltd expiring on 10 sq m). Externally there is a December 2040. The passing hard surfaced area utilised rent is £29,166 per annum, and as customer parking. is reviewed 5 yearly subject to Internally the property an increase of 1% per annum has been fitted out to the compounded. The next rent review tenant’s specification as a is 11 June 2024. vehicle repair centre.

50 Union Street, The property comprises a 2000s Entire let on a full repairing and 19 £900,000 Hamilton, ML3 6PA single storey industrial unit insuring lease to European Tyre November totalling 6,766 sq ft (629 Enterprise Ltd expiring on 10 2020 sq m). Externally there is a December 2040. The passing hard surfaced area utilised rent is £54,740 per annum, and as customer parking. is reviewed 5 yearly subject to Internally the property an increase of 1% per annum has been fitted out to the compounded. The next rent review tenant’s specification as a is 11 June 2024. vehicle repair centre.

St George’s The property comprises a 1996 The property is let on 24 leases 28 February £35,400,000 Shopping Centre, 30 unit shopping centre, with a number of further 2021 St Anns Road, anchored by a 12 screen agreements for units under offer, Harrow, HA1 1HS cinema, totalling 218,451 along with commercialisation sq ft (20,295 sq m). It is space. It has an average weighted arranged over five floors unexpired term of 10.70 years and includes a multi-storey and the current contractual rent is car park with 650 spaces. £3,523,913 per annum.

RDI REIT P.L.C. 87 PART 11 | PROPERTY VALUATION REPORTS continued

Market Value Approx Date of 28 February Address Description Age Tenancies Inspection 2021

47-53 Hull Road, The property comprises a 1980s Entire let on a full repairing and 22 February £470,000 Hull, HU10 6SP single storey industrial unit insuring lease to European Tyre 2020 totalling 4,621 sq ft (430 Enterprise Ltd expiring on 10 sq m). Externally there is a December 2040. The passing hard surfaced area utilised rent is £28,903 per annum, and as customer parking. is reviewed 5 yearly subject to Internally the property an increase of 1% per annum has been fitted out to the compounded. The next rent review tenant’s specification as a is 11 June 2024. vehicle repair centre.

Millburn Road, The property comprises a 1980s Entire let on a full repairing and 19 £425,000 Inverness, IV1 1RY single storey industrial unit insuring lease to European Tyre November totalling 4,562 sq ft (424 Enterprise Ltd expiring on 10 2020 sq m). Externally there is a December 2040. The passing hard surfaced area utilised rent is £29,428 per annum, and as customer parking. is reviewed 5 yearly subject to Internally the property an increase of 1% per annum has been fitted out to the compounded. The next rent review tenant’s specification as a is 11 June 2024. vehicle repair centre.

7 Quarry Road, The property comprises a 1990s Entire let on a full repairing and 26 £415,000 Irvine, KA12 0TE single storey industrial unit insuring lease to European Tyre November totalling 4,474 sq ft (416 Enterprise Ltd expiring on 10 2020 sq m). Externally there is a December 2040. The passing hard surfaced area utilised rent is £28,377 per annum, and as customer parking. is reviewed 5 yearly subject to Internally the property an increase of 1% per annum has been fitted out to the compounded. The next rent review tenant’s specification for is 11 June 2024. use as a vehicle repair centre.

Southwood The property comprises 1999 The property is fully let on 10 August £32,750,000 Business Park, an 18 unit industrial estate 16 tenancies with an average 2020 Apollo Rise, totalling 154,055 sq ft weighted unexpired term of 4.48 Farnborough, (14,312 sq m). The units years (to earliest determination). Hampshire, are steel portal frame The current contractual rent GU14 0NR construction. amounts to £1,604,717 per annum. The units are warehouses with offices, they benefit from dedicated loading and yard facilities. They also have dedicated car parking spaces for each unit.

Kingsthorne The property comprises a 1993 The property is let to four tenants 11 January £15,800,000 Distribution Park, five unit industrial estate on four leases with an average 2021 Henson Way, totalling 154,745 sq ft money weighted unexpired term Kettering, (14,376 sq m). The units of 10.28 years. The passing rent NN16 8PX are of steel portal frame is £486,278 per annum, which construction. Each unit is a increases to £849,199 per annum distribution warehouse and at expiry of the rent free period on benefits from dedicated Units 1&2 in April 2021. loading and yard facilities.

88 RDI REIT P.L.C. Market Value Approx Date of 28 February Address Description Age Tenancies Inspection 2021

Canbury Business Canbury Business Park 1989 Canbury Business Park is let on 9 7 January £22,000,000 Park & Sitel House, comprises 13 units leases with one vacant unit. Sitel 2020 Elm Crescent, providing office and House is fully let on two leases. Kingston-Upon- workspace accommodation The property has an average Thames, Surrey, arranged over ground and unexpired term of 3.00 years. KT2 6L2 first floors extending to The current contractual rent is 18,716 sq ft (1,739 sq m). £1,412,678 per annum. Sitel House comprises an office building arranged over ground, first and second floors extending to 37,457 sq ft (3,480 sq m).

Carmondean The property comprises a 1980s Entire let on a full repairing and 30 £725,000 Centre, Livingston, single storey industrial unit insuring lease to European Tyre November EH54 8PT totalling 7,137 sq ft (663 Enterprise Ltd expiring on 10 2020 sq m). Externally there is a December 2040. The passing hard surfaced area utilised rent is £50,096 per annum, and as customer parking. is reviewed 5 yearly subject to Internally the property an increase of 1% per annum has been fitted out to the compounded. The next rent review tenant’s specification as a is 11 June 2024. vehicle repair centre.

2-6 Boundary Row, The property comprises an 1989 The property is let to a serviced 11 February £26,450,000 London, SE1 8HP office building arranged office provider with an EBITDA is 2020 over ground and three £1,078,856 per annum. upper levels and is broadly rectangular. It extends to 34,543 sq ft (3,209 sq m). The building has undergone significant refurbishment in 2013 and 2015

63/67 Newington The property comprises an 1980s Ground, first and second floors are 5 March £11,100,000 Causeway London, early 1980s, self-contained let to Trillium (Prime) Property GP 2021 SE1 6LS office building arranged Ltd for a term commencing on 21 over basement, ground December 2010 and expiring on and three upper floors with 24 December 2023. The passing landscaping and ancillary rent is £518,136 per annum. car parking. The building provides 24,000 sq ft (2,230 sq m) of accommodation The third floor is let to Blueoptima and 7 car parking spaces. Limited for a term of 10 years from 13 February 2019, subject to a mutual break option on 20 December 2023. The current passing rent is £183,856 per annum.

94 Baillieston Road, The property comprises a 1980s Entire let on a full repairing and 19 £500,000 Mount Vernon, single storey industrial unit insuring lease to European Tyre November G32 0TH totalling 4,709 sq ft (437 Enterprise Ltd expiring on 10 2020 sq m). Externally there is a December 2040. The passing hard surfaced area utilised rent is £33,261 per annum, and as customer parking. is reviewed 5 yearly subject to Internally the property an increase of 1% per annum has been fitted out to the compounded. The next rent review tenant’s specification as a is 11 June 2024. vehicle repair centre.

RDI REIT P.L.C. 89 PART 11 | PROPERTY VALUATION REPORTS continued

Market Value Approx Date of 28 February Address Description Age Tenancies Inspection 2021

244-246 Henver The property comprises a 1980s Entire let on a full repairing and 10 March £600,000 Road, Newquay, single storey industrial unit insuring lease to European Tyre 2021 TR7 3EH totalling 4,486 sq ft (417 Enterprise Ltd expiring on 10 sq m). Externally there is a December 2040. The passing hard surfaced area utilised rent is £34,243 per annum, and as customer parking. is reviewed 5 yearly subject to Internally the property an increase of 1% per annum has been fitted out to the compounded. The next rent review tenant’s specification as a is 11 June 2024. vehicle repair centre.

Canal Street, Perth, The property comprises a 1980s Entire let on a full repairing and 18 £515,000 PH2 8LF single storey industrial unit insuring lease to European Tyre November totalling 5,952 sq ft (553 Enterprise Ltd expiring on 10 2020 sq m). Externally there is a December 2040. The passing hard surfaced area utilised rent is £37,836 per annum, and as customer parking. is reviewed 5 yearly subject to Internally the property an increase of 1% per annum has been fitted out to the compounded. The next rent review tenant’s specification as a is 11 June 2024. vehicle repair centre.

64 Exeter Street The property comprises c.2000 Levels 2-4 are let to The Secretary 27 February £2,750,000 and 63/65 a detached eight-storey of State for Communities & Local 2020 Bretonside, building of steel frame Government on a full repairing Plymouth, PL4 0AJ construction. The building and insuring basis until March extends to 61,357 sq ft 2028, subject to a tenant break (5,700 sq m) office. There is option in March 2023, at a rent of undercroft car parking for £457,000 per annum. Levels 5-7 30 cars. are vacant

One office suite is let to Hagthorn Parry until February 2027 with a tenant break option in March 2022 at £49,324 per annum.

The total income derived from the property is £506,324 per annum.

Richmond Walk, The property comprises a 2016 Entire let on a full repairing and 27 £480,000 Plymouth, PL1 4LL single storey industrial unit insuring lease to Malvern Tyres November totalling 3,899 sq ft (362 (Wholesale) Ltd expiring on 24 2020 sq m). Externally there is a February 2029. The passing rent hard surfaced area utilised is £31,159 per annum, and is as customer parking. reviewed 5 yearly upwards only to Internally the property Open Market Rent. The next rent has been fitted out to the review is in February 2024. tenant’s specification as a vehicle repair centre.

90 RDI REIT P.L.C. Market Value Approx Date of 28 February Address Description Age Tenancies Inspection 2021

180 Washway The property comprises a 1970s Vacant 21 February £275,000 Road, Sale, single storey industrial unit 2020 M33 6RH totalling 2,842 sq ft (264 sq m). Externally there is a hard surfaced area utilised as customer parking. Internally the property provides open warehouse accommodation including toilets and staff area.

291-295 Bearwood The property comprises a 1990s Entire let on a full repairing and 24 February £495,000 Road, Smethwick, single storey industrial unit insuring lease to European Tyre 2020 B66 4DP totalling 4,338 sq ft (403 Enterprise Ltd expiring on 10 sq m). Externally there is a December 2040. The passing hard surfaced area utilised rent is £30,929 per annum, and as customer parking. is reviewed 5 yearly subject to Internally the property an increase of 1% per annum has been fitted out to the compounded. The next rent review tenant’s specification as a is 11 June 2024. vehicle repair centre.

Swan Street, The property comprises a 1980s Entire let on a full repairing and 21 February £425,000 Spalding, PE11 1BT single storey industrial unit insuring lease to European Tyre 2020 totalling 3,778 sq ft (351 Enterprise Ltd expiring on 10 sq m). Externally there is a December 2040. The passing hard surfaced area utilised rent is £27,615 per annum, and as customer parking. is reviewed 5 yearly subject to Internally the property an increase of 1% per annum has been fitted out to the compounded. The next rent review tenant’s specification as a is 11 June 2024. vehicle repair centre.

BP Petrol Station, The property comprises 1990s Entirely let on a full repairing 10 March £3,750,000 Needingworth a four island self-service and insuring lease to BP Oil UK 2021 Road, St Ives, petrol filling station, with Ltd expiring on 1 July 2033. The PE27 5WN canopy and forecourt shop passing rent is £226,281 per building, with automatic annum, and is reviewed 5 yearly vehicle car wash and subject to an increase of 2.5% per separate jet wash bay. annum compounded. The next The property has been rent review is due on 2 July 2023. fitted out to the tenant’s Subsequent rent reviews are to specification and has a site Open Market Rent. area of approximately 1 acre.

Kwik Fit, Lichfield The property comprises a 1980s Entire let on a full repairing and 21 February £1,460,000 Road, Stafford, single storey industrial unit insuring lease to European Tyre 2020 ST17 4JZ totalling 8,791 sq ft (817 Enterprise Ltd expiring on 10 sq m). Externally there is a December 2040. The passing hard surfaced area utilised rent is £75,405 per annum, and as customer parking. is reviewed 5 yearly subject to Internally the property an increase of 1% per annum has been fitted out to the compounded. The next rent review tenant’s specification as a is 11 June 2024. vehicle repair centre. .

RDI REIT P.L.C. 91 PART 11 | PROPERTY VALUATION REPORTS continued

Market Value Approx Date of 28 February Address Description Age Tenancies Inspection 2021

Johnsons Dry The property comprises a Entire let on a full repairing and Cleaners, Lichfield single storey roadside unit insuring lease to Johnsons Dry Road, Stafford, totalling 1,328 sq ft (123 Cleaners expiring on 23 June 2021. ST17 4JZ sq m). Externally there is a The passing rent is £42,424 per hard surfaced area utilised annum as customer parking. Internally the property has been fitted out to the tenant’s specification.

Kwik Fit, 179 The property comprises a 1980s Entire let on a full repairing and 24 £1,250,000 Heaton Lane, single storey industrial unit insuring lease to European Tyre November Stockport, SK4 1AR totalling 10,446 sq ft (970 Enterprise Ltd expiring on 10 2020 sq m). Externally there is a December 2040. The passing hard surfaced area utilised rent is £72,520 per annum, and as customer parking. is reviewed 5 yearly subject to Internally the property an increase of 1% per annum has been fitted out to the compounded. The next rent review tenant’s specification as a is 11 June 2024. vehicle repair centre.

BP Petrol Station, The property comprises 1990s Entirely let on a full repairing 10 March £4,800,000 Hastings Road, a five island self-service and insuring lease to BP Oil UK 2021 Tonbridge, petrol filling station, with Ltd expiring on 11 July 2031. TN12 7HE canopy and forecourt shop The passing rent is £231,609 per building, with extensive annum and is reviewed 5 yearly customer parking and subject to an increase of 2.0% per separate HGV forecourt. annum compounded. The next It has been fitted out to rent review is due on 12 July 2021. the tenant’s specification and has a site area of approximately 2.1 acres.

DSA, Kier Park, The property comprises a 2010 Entire let on a full repairing and 5 February £6,400,000 Cowley Mill Road, driving test centre totalling insuring lease to The Secretary of 2021 Uxbridge, UB8 2QB 1,818 sq ft (169 sq). The State for Communities and Local property is a single storey Government until April 2050, office building with car subject to a tenant only break parking spaces together option in April 2030. The rent is with a tarmacadam £444,137 per annum which is external yard (extending subject to five yearly upward only to 1.66 acres) used for rent reviews based on the increase motorcycle testing. in the RPI, with the next review due on 28 April 2025.

92 RDI REIT P.L.C. Market Value Approx Date of 28 February Address Description Age Tenancies Inspection 2021

Westwey House, A purpose built office 1971 Entire let on a full repairing and 12 March £3,550,000 Westwey Road, building on ground to insuring lease to The Secretary of 2021 Weymouth, DT4 third floors and extending State for Communities and Local 8TE to 28,856 sq ft (2,681 Government for a term of 99 years sq m). In 2009 the third less 3 days expiring on 3 May 2070 floor was refurbished and at a passing rent of £151,000 per extended by the tenant annum. increasing the floor area to 33,721 sq ft (3,133 sq m), although this is a tenants alteration and has not been rentalised.

The property is fitted out with suspended floors, under floor trunking, suspended ceilings and air conditioning.

There are 120 car parking spaces.

BP Petrol Station, The property comprises 1990s Entire let on a full repairing and 10 March £1,350,000 Lawrence Street, a three island self-service insuring lease to BP Oil UK Ltd 2021 York, YO1 3EB petrol filling station, with expiring on 11 July 2032. The canopy and forecourt shop passing rent is £60,828 per annum building. The property and is reviewed 5 yearly subject has been fitted out to to an increase of 2.5% per annum the tenant’s specification, compounded. The next rent review and has a site area of is due on 12 July 2025. approximately 0.3 acres.

Doubletree by Converted to the 2014 Subject to a franchise agreement 26/02/2021 £36,300,000* Hilton Edinburgh Doubletree brand in with Doubletree International City Centre, 34 March 2014. 138 bedroom Franchise LLC to be branded as a Bread Street, full service hotel with Doubletree by Hilton. Edinburgh, EH3 9AF conference facilities and a ground floor unit let as The Chanter public house extending to 4,777 sq ft. The property is held on a fuehold basis.

Holiday Inn Express The property comprises a 2012 Subject to a franchise agreement 10/08/2020 £4,400,000* Dunstable, London purpose built budget hotel with IHG Hotels to be branded as a Road, Dunstable, providing 120 guestrooms, Holiday Inn Express. LU6 3DZ restaurant, bar and car park. The property is situated on the edge of Dunstable in Bedfordshire. The property was constructed in 2012 and is arranged over ground and three upper floors. Freehold property.

RDI REIT P.L.C. 93 PART 11 | PROPERTY VALUATION REPORTS continued

Market Value Approx Date of 28 February Address Description Age Tenancies Inspection 2021

Holiday Inn Express Opened in 2005. A limited 2005 Subject to a franchise agreement 16/02/2021 £27,200,000* Earl’s Court, 295 service/budget hotel with IHG Hotels to be branded as a North End Road, comprising 150 bedrooms Holiday Inn Express. London, W14 9NS with two meeting rooms, bar and restaurant. The property is held on a freehold basis.

Holiday Inn Express Opened in 2003. A limited 2003 Subject to a franchise agreement 19/02/2021 £27,300,000* Limehouse, 469- service/budget standard with IHG Hotels to be branded as a 475 The Highway, hotel comprising 150 Holiday Inn Express. London, E1 3HN bedrooms with four meeting rooms, bar and the Great Room dining area. There is also a self- contained ground floor retail unit which is currently vacant. The property is held on a freehold basis.

Holiday Inn Express Opened in 2003. A limited 2003 Subject to a franchise agreement 16/02/2021 £20,100,000* Park Royal, Victoria service hotel comprising with IHG Hotels to be branded as a Road, North Acton, 108 bedrooms. There has Holiday Inn Express. London, W3 6XU been a full refurbishment of the ground floor public areas providing two meeting rooms, bar/breakfast dining area. There is also a small retail unit which is currently vacant. Planning permission granted for a further 52 bedrooms. The property is held on a freehold basis.

Holiday Inn Express The property comprises 2006 Subject to a franchise agreement 10/08/2020 £4,700,000* Redditch, 2 Hewell a 100 bedroom hotel with IHG Hotels to be branded as a Road, Redditch, with food and beverage, Holiday Inn Express. B97 6AE conference and associated ancillary facilities arranged over ground and three upper floors. The hotel reception, food and beverage facilities and conference rooms are located on the ground floor, while the guest bedrooms are arranged over the ground and three upper floors. Freehold property.

94 RDI REIT P.L.C. Market Value Approx Date of 28 February Address Description Age Tenancies Inspection 2021

Holiday Inn Express Opened in 2000. A limited 2000 Subject to a franchise agreement 19/02/2021 £19,600,000* Royal Docks , service hotel comprising with IHG Hotels to be branded as a Silvertown Way, 136 bedrooms with four Holiday Inn Express. London, E16 1EA meeting rooms, bar and the Great Room dining area. The property is held on a freehold basis.

Holiday Inn Express The property comprises 2003 Subject to a franchise agreement 14/08/2020 £13,700,000* Southampton, a 182 bedroom hotel with IHG Hotels to be branded as a Botley Road, with food and beverage, Holiday Inn Express. Southampton, conference and associated SO30 3XA ancillary facilities arranged over ground and three upper floors. Freehold property.

Holiday Inn Express The hotel opened in 1999 1999 Subject to a franchise agreement 17/02/2021 £41,700,000* Southwark, 103- as a Holiday Inn Express with IHG Hotels to be branded as a 109 Southwark franchised hotel with Holiday Inn Express. Street, London, SE1 88 bedrooms. Further extensions have resulted in the total bedroom number increasing to 148. Works have recently been completed to add 12 bedrooms. The property is held on a freehold basis.

Travelodge Enfield, Opened in 2012. 153 2012 Entire let on a full repairing and 14/08/2020 £16,400,000 Lumina Park, Great bedroom budget hotel insuring lease to Travelodge Hotels Cambridge Road, let to Travelodge Hotels. Limited expiring 22 July 2047. Greater London, The property is held on a The annual rent is £804,342 per EN1 1FS freehold basis. annum, and is reviewed 5 yearly subject to RPIX (upwards only).

Travelodge Perth The property comprises an 2004 Entire let on a full repairing and 06/08/2020 £4,225,000 Broxden Junction, 87 bedroom hotel arranged insuring lease to Travelodge Hotels Broxden, PH2 0PX over ground and two upper Limited expiring 25 August 2042. floors. The ground floor The annual rent is £276,917 per holds the reception, back annum (subject to CVA category of house, guest bedrooms B reduction to £193,841 in 2021), and plant rooms while the and is reviewed 5 yearly subject to two upper floors comprise CPI (upwards only). the remainder of the guest bedrooms. Freehold property.

Subtotal £585,280,000

RDI REIT P.L.C. 95 PART 11 | PROPERTY VALUATION REPORTS continued

SCHEDULE B: LONG LEASEHOLD PROPERTY IN THE UK HELD FOR INVESTMENT Market Value Approx Head Date of 28 February Address Description Age Lease Tenancies Inspection 2021

20 Little The property comprises an 1990 120 years The property is let to a 5 March 2021 £29,500,000 Britain, office building arranged over remaining serviced office provider London, EC1A two lower ground floors, with an EBITDA of 7DH ground floor and five upper £1,150,202 per annum. floors. The accommodation totals 36,908 sq ft (3,429 sq m)

The head rent currently payable is a peppercorn. Head lease expiry 21 December 2141

20 St The property provides office 1979 118 years The property is let to a 5 March 2021 £54,900,000 Dunstan’s Hill, accommodation and is remaining serviced office provider London EC3R arranged over basement, with an EBITDA of 8HL lower ground, ground £2,238,180 per annum. and seven upper floors. A two storey linked annexe building is located on the The head rent currently western elevation of the main payable is £308,000 building providing sleeping per annum and subject accommodation. to 5 yearly Open Market Rent reviews. Head lease expiry 22 A major refurbishment September 2139. was undertaken in 2015, at which time the 7th floor was constructed, along with a roof top café and terrace and extends. The accommodation totals 58,432 sq ft (5,428 sq m).

46 New The property comprises an 1900s 89 years The property is let to a 5 March 2021 £27,050,000 Broad Street, office building arranged over remaining serviced office provider London EC2M ground to fifth floors with a with an EBITDA of 1JH Nuffield Health gym facility at £928,056 per annum. part ground and lower ground level. The building retains an original 20th century The head rent currently façade and some central core payable is £226,373 per features following extensive annum and subject to 5 structural works and yearly rent reviews. The refurbishment in the 1980s. rent is reviewed to the The accommodation totals minimum of the current 35,419 sq ft (3,291 sq m). value or 17% of Market Rent. Head lease expiry 30 April 2110.

96 RDI REIT P.L.C. Market Value Approx Head Date of 28 February Address Description Age Lease Tenancies Inspection 2021

Newington The Property comprises an 1950s 107 years First to sixth floors are 5 March 2021 £17,650,000 House, 237 office building, configured remaining let to EDF Energy PLC Southwark in a rectangular shape for a term commencing Bridge Road, and providing a total on 29 September 2002 London SE1 accommodation of 40,039 sq and expiring on 28 6DF ft (3,720 sq m). It is arranged September 2022 at a over basement, ground and current passing rent of six upper floors with surface £1,200,000 per annum. car parking for nine vehicles.

London Power Networks has a lease on the substation from 1 January 2005 expiring 26 September 2127 at a current passing rent of £115,000 per annum. The tenant has a break option dated 29 September 2022.

Crowne Plaza Opened in approx 1985. A 1985 90 years Subject to a franchise 18/02/2021 £12,200,000* Reading, full service 4 star hotel, with remaining agreement with IHG Caversham 122 Bedrooms, Business Hotels to be branded as Bridge, Centre, conference facilities a Crowne Plaza. Richfield and leisure club. Long Avenue, leasehold for 125 years from Reading, 1986 paying a ground rent of Berkshire RG1 £20,000 per annum. 8BD

Hampton The property comprises a 2014 89 years Subject to a franchise 14/08/2020 £20,700,000* by Hilton purpose built 194 bedroom remaining agreement with Gatwick, budget hotel situated Hampton Inns North adjacent to Gatwick’s North International Franchise Terminal, Terminal and connected by LLC to be branded as a Gatwick a suspended walkway. The Hampton by Hilton. Airport, property provides a large Longbridge restaurant at first floor level Gate, Gatwick, alongside a bar situated RH6 0PJ adjacent to reception. Long leasehold interest of 99 years from 23 June 2011 paying the higher of a base rent of £480,000 or 12% of total revenue.

RDI REIT P.L.C. 97 PART 11 | PROPERTY VALUATION REPORTS continued

Market Value Approx Head Date of 28 February Address Description Age Lease Tenancies Inspection 2021 Holiday Inn Opened in 2005. Hotel 2005 983 years Subject to a franchise 16/02/2021 £12,900,000* Brentford comprising 133 bedrooms remaining agreement with IHG Lock, High (1 converted to an air crew Hotels to be branded Street, room), 6 meeting rooms, as a Holiday Inn. Brentford, restaurant, bar, mini gym and Middlesex parking for up to 75 cars. TW8 8JZ. Long Leasehold Holiday Inn The property comprises a 2004 172 years Subject to a franchise 13/08/2020 £22,700,000* Express 186 bedroom budget hotel remaining agreement with IHG Edinburgh with breakfast room and Hotels to be branded City Centre, bar, 2 meeting rooms and 12 as a Crowne Plaza. 16 Picardy car parking spaces. Recent Place, Capex programme. Held on Edinburgh, a long leasehold basis with EH1 3JT. 172 years unexpired and a ground rent of £264,400 linked to RPI (2%-5% cap and collar). Travelodge The property comprise a 2016 992 years Entire let on a full 13/08/2020 £4,575,000 Belvedere, 52 bedroom budget hotel remaining repairing and insuring Picardy arranged over ground and lease to Travelodge Manorway, two upper floors. Long Hotels Limited Belvedere, leasehold interest of 999 expiring 17 April DA17 6BF years from 25 December 2044. The annual 2014. rent is £247,000 per annum (subject to CVA category B reduction to £172,900 in 2021), and is reviewed 5 yearly subject to CPI (0%-4% collar / cap). Travelodge The property comprises a 91 1950 232 years Entire let on a full 12/08/2020 £7,525,000 Leatherhead, bedroom hotel arranged over remaining repairing and insuring High Street, ground and four upper floors. lease to Travelodge Leatherhead, Long leasehold interest for a Hotels Limited KT22 8AA term of 248 year 11 months expiring 5 October from 14 May 2004 at a rent of 2042. The annual £2 per annum. rent is £436,413 per annum (subject to CVA category B reduction to £305,489 in 2021), and is reviewed 5 yearly subject to CPI (upwards only). Travelodge The Property comprises a 2002 180 years Entire let on a full 12/08/2020 £12,600,000 Slough, 156 bedroom hotel arranged remaining repairing and insuring Herschel over ground and seven lease to Travelodge Street, upper floors. The basement Hotels Limited expiring Slough, level and part ground floor 7 October 2044. The SL1 1PG is sub-let to a gym operator. annual rent is £755,931 Part of a car park is included per annum (subject at ground level which has to CVA category C been sold off on a long lease reduction to £0 in to Slough Council. Long 2021), and is reviewed leasehold interest of 200 5 yearly subject to CPI years at a peppercorn rent (upwards only). from 30 May 2001. Subtotal £222,300,000

98 RDI REIT P.L.C. 25 March 2021 Christian Glock MRICS E: [email protected] DL: +49 69 273 000 35 The Board of Directors RDI REIT P.L.C 2nd Floor Taunusanlage 18, St Mary’s Court 60325 Frankfurt, 20 Hill Street Germany Douglas www.savills.de Isle of Man IM1 1EU

Peel Hunt LLP 100 Liverpool Street London EC2M 2AT

J.P. Morgan Securities plc 25 Bank Street London E14 5JP

Dear Sirs RDI REIT P.L.C. – 3 PROPERTIES IN GERMANY WITHIN THE EVERTON AND OTHER PORTFOLIOS – VALUATION AS AT 28 FEBRUARY 2021 1. INSTRUCTIONS In accordance with instructions received from RDI REIT P.L.C. (“RDI”), Peel Hunt LLP (“Peel Hunt”) and JP Morgan Securities plc (“JP Morgan”) and subject to the terms of the engagement letter dated 15 March 2021, we have undertaken a valuation (the “Valuation”) of the properties described in Schedules A and B (the “Properties”) (together the “Portfolio’’). We understand that this Valuation Report is required for inclusion in a scheme document (the “Document”) to be prepared and published by RDI in connection with the recommended cash offer by Starwood Funds announced on 26 February 2021 under Part X of the Isle of Man Companies Act 2006 (the “Transaction”). This Valuation Report has been prepared in accordance with the RICS Valuation – Global Standards (incorporating the IVSC International Valuation Standards) effective from 31 January 2020 known as the ‘RedBook’. The Valuation Report has been prepared in accordance with the requirements of Rule 29 of the City Code on Takeovers and Mergers (the“Code”). The Valuation Report will be relied upon by RDI, Peel Hunt and J.P. Morgan.

3. TERMS OF REFERENCE We understand the Portfolio comprises 3 properties held for investment purposes and located throughout Germany. One property is held freehold, one is heritable and one is held freehold and part leasehold. The Properties are principally retail buildings. They comprise good quality institutional investment stock. All the Properties are identified and described briefly on the attached schedule.

RDI REIT P.L.C. 99 PART 11 | PROPERTY VALUATION REPORTS continued

4. SOURCES OF INFORMATION In undertaking our Valuations we have been provided with, and have relied upon, information supplied to us by RDI and their advisors (for this update valuation and in the course of former valuations). We have assumed that this information is full and correct. It follows that if it is found to contain errors then our opinions of value may change. Legal Documentation: We have relied on title documentation and leases relevant to this instruction, together with a tenancy schedule provided by RDI, which, we understand, was certified by your solicitors. We understand that all the Properties have good and marketable title which is free from any onerous or restrictive conditions. We have not undertaken credit enquiries into the financial status of all tenants and have assumed that they are capable of meeting all of their obligations under the terms of their leases. Inspections: Between 07 and 11 August 2020, we have carried out full inspections of each of the Properties. We assumed that no material changes to the subject properties took place between the date of last inspection and the date of this valuation. Floor Areas: With regard to the rental areas of the property, we have based our calculations on the stated rent roll as of 01 February 2021. Please note that we have adjusted the gross lettable area (as stated in the provided lease contract / tenancy schedule) of tenant Primark (Ingolstadt) by deducting construction and technical areas to derive the net lettable area. We cannot accept any reliance on the correctness nor the completeness of the provided information of tenancies. Building Surveys: We have been provided with, and have relied upon, building surveys for all Properties produced by Gleeds Deutschland GmbH (dated 2019). Due to the age of the surveys, we have also relied upon our impressions from site inspections, which are carried out for valuation purposes and on additional information received via email. Energy Performance Certificates: We have not been provided with EPC ratings. It is assumed that the energy-technical specifications are in accordance with public guidelines. Environmental Surveys: We have been provided with excerpts of the local register of potentially contaminated sites for the properties Ingolstadt and Frankfurt am Main. According to these documents the properties are not listed in the local register of potentially contaminated sites. For the subject property Bremen we were not provided with information regarding soil contamination. For the purpose of this valuation we have assumed there are no environmental issues. Planning: We have relied on information on relevant planning consents, which were provided by the instructing party. In situations where there is no record, we have assumed all construction was carried out in accordance with a valid planning permission and there are no outstanding planning issues relating to any of the Properties.

6. STATUS OF VALUER This Valuation has been prepared by a number of surveyors under the supervision of Klaus Trautner MRICS – CIS HypZert (F) and Christian Glock MRICS. In accordance with Rule 29 of the Code, we confirm that they are RICS Registered Valuers and have sufficient current knowledge of the relevant market(s) and the necessary skills and understanding to undertake this valuation competently and we are acting in the capacity of External Valuer. We are required by the RICS Red Book to disclose the following: • Savills Immobilien Beratungs GmbH (Germany) provides ongoing regular valuation services to RDI REIT P.L.C. for accounts purposes for its German portfolio. • In the financial year ending December 2020, the total fees earned from RDI and connected parties, including for this instruction, were less than 5 per cent of Savills (Germany) and Savills Advisory Services Germany GmbH & Co. KG turnover. We do not consider any of the above prevents us or in any way conflicts with our responsibility to provide an independent and objective opinion of value of the portfolio in accordance with RICS Valuation – Global Standards 2020 (“the Red Book”).

100 RDI REIT P.L.C. 7. VALUATION 1. Basis of Valuation Our Valuations have been prepared on the basis of Market Value in accordance with the latest edition of the RICS Valuation – Global Standards (“RICS Red Book”), and which is defined in paragraph 30.1 International Valuation Standards as follows: “The estimated amount for which an asset or liability should exchange on the valuation date 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.” We confirm that our Valuations have been undertaken in accordance with the International Valuation Standards (IVS). Our Valuations have been arrived at predominantly by reference to market evidence for comparable property. We have made no allowance for any Capital Gains Tax or other taxation liability that might arise upon a sale of a Property, nor have we allowed for any adjustment to any of the Properties’ income streams to take into account any tax liabilities that may arise. We have excluded from our Valuations any additional value attributable to goodwill, or to fixtures and fittings which are only of value in situ to the present occupiers. Our Valuations are exclusive of VAT (if applicable). No allowance has been made for rights, obligations or liabilities arising in relation to fixed plant and machinery and it has been assumed that all fixed plant and machinery and the installation thereof complied with the relevant EEC legislation. We have made no variation from standard assumptions.

2. Market Value We are of the opinion that the aggregate Market Value of the Properties in the Portfolio, as at 28 February 2021, is: Properties held for investment:

Target Portfolio

Freehold €7,470,000

Freehold/part leasehold €28,400,000

Leasehold (over 50 years) €2,720,000

Total €38,590,000

The total valuation figure reported is the aggregate total of the individual Properties and not necessarily a figure that could be achieved if the Portfolio were to be sold as a single holding. Each Valuation reflects the costs of acquisition but not realisation. The largest property by value in the Target Portfolio is “City Arcaden – Ingolstadt”, which represents 73.59 per cent of the total of this Portfolio.

RDI REIT P.L.C. 101 PART 11 | PROPERTY VALUATION REPORTS continued

7. VALUATION continued 3. Material Valuation Uncertainty Market conditions explanatory note: Novel Coronavirus (COVID-19) The outbreak of COVID-19, declared by the World Health Organisation as a “Global Pandemic” on the 11th March 2020, has and continues to impact many aspects of daily life and the global economy – with some real estate markets having experienced lower levels of transactional activity and liquidity. Travel, movement and operational restrictions have been implemented by many countries. In some cases, “lockdowns” have been applied to varying degrees in response to further “waves” of COVID-19; although these may imply a new stage of the crisis, they are not unprecedented in the same way as the initial impact. The pandemic and the measures taken to tackle COVID-19 continue to affect economies and real estate markets globally. Nevertheless, as at the valuation date some property markets have started to function again, with transaction volumes and other relevant evidence at levels where an adequate quantum of market evidence exists upon which to base opinions of value. Accordingly, and for the avoidance of doubt, our valuation is not reported as being subject to ‘material valuation uncertainty’ as defined by VPS 3 and VPGA 10 of the RICS Valuation – Global Standards, except as identified below. Material valuation uncertainty In respect of the non-food retail sector as at the valuation date we continue to be faced with an unprecedented set of circumstances caused by COVID-19 and an absence of relevant/sufficient market evidence on which to base our judgements. Our valuation of the subject property of City Arcaden - Ingolstadt is therefore reported as being subject to ‘material valuation uncertainty’ as set out in VPS 3 and VPGA 10 of the RICS Valuation – Global Standards. Consequently, in respect of this valuation less certainty – and a higher degree of caution – should be attached to our valuation than would normally be the case. The asset to which the Material Uncertainty Clause applies equates to 73.59% of the total aggregate value of the portfolio. For the avoidance of doubt this explanatory note, including the ‘material valuation uncertainty’ declaration, does not mean that the valuation(s) cannot be relied upon. Rather, this explanatory note has been included to ensure transparency and to provide further insight as to the market context under which the valuation opinion was prepared. In recognition of the potential for market conditions to move rapidly in response to changes in the control or future spread of COVID-19 we highlight the importance of the valuation date.

For and on behalf of Savills Advisory Services Germany GmbH & Co. KG

Klaus Trautner MRICS – CIS HypZert (F) Christian Glock MRICS RICS Registered Valuer RICS Registered Valuer

102 RDI REIT P.L.C. SCHEDULE A: PROPERTIES IN GERMANY HELD FOR INVESTMENT

Property Year of Lettable Area Property ID Address Postal Code Municipality Construction Tenure in sq m

Lindenhofstraße VU01 7 - 15 28237 Bremen 2008/2009 Freehold 4,217

Allerheiligen Frankfurt am VU25 Str. 7 60313 Main 2007 Leasehold 1,088

2015 - Ludwigsstrasse 2019 (fully Freehold/ VU3B 25 85049 Ingolstadt refurbished) Leasehold 11,809

SCHEDULE B: SHORT DESCRIPTION OF PROPERTIES

Market Value 28 February Address Description Approx Age Tenancies 2021 Comments

Lindenhofstrasse The subject property 2008 / 2009 The main tenant €7,470,000 We have considered 7 – 15, 28237 comprises a multi-tenant is Rossmann, most of the capex Bremen retail dominated building with a current measures as listed providing a total lettable GRI of € 23,785 in the provided TDD area of 4,217 sq m. per annum and a (337,300 EUR). We The 1-3 storey building remaining lease have assumed that provides retail, office as term of 4.38 additional costs well as residential units. years expiring on are covered by the The major part of the 15 July 2025. assumed ongoing building is one storied. maintenance costs. Moreover the property includes ca. 124 external parking spaces on the roof of the building. Overall, the building is in a good condition.

Allerheiligen The subject property 2007 The single tenant €2,720,000 Partial ownership Strasse 7, 60313 comprises a discounter is Netto Marken- share of ca. 23.14%. Frankfurt am Main unit within a mixed use Discount, with building that provides a current GRI of owner-occupied flats. € 201,384 per The building was annum and a constructed in 2007 remaining lease and is in an average term of 2.02 condition. The property years expiring on has a total lettable area 09 March 2023. of 1,088 sq m is currently fully occupied by Netto Marken-Discount.

RDI REIT P.L.C. 103 PART 11 | PROPERTY VALUATION REPORTS continued

Market Value 28 February Address Description Approx Age Tenancies 2021 Comments

Ludwigsstrasse 25, The subject property The main tenant €28,400,000 The property 85049 Ingolstadt comprises an inner is Primark, with is subject to city retail dominated a current GRI of freehold and partly mixed-use building with € 1,500,000 per leasehold title until a total lettable area of annum and a 1 January 2048 (incl. 11,809 sq m. The 4-storey remaining lease prolongation option). building was fully term of 7.59 The current annual refurbished between years expiring on ground rent amounts 2015 and 2019. The main 30 September to EUR 118,337 p.a. tenants are Primark and 2028. Due to the H&M. Furthermore, there modernisation and are several smaller retail, the good building office and residential quality we have not tenants. Currently the considered capex subject property is in our valuation occupied by ca. 90%. The approach. total GRI p.a. amounts to €2,120,210 with a WAULT We have assumed of ca. 6.38 years. Overall, that potential costs the building is in a good are covered by the condition. assumed ongoing maintenance costs.

GRAND TOTAL (all properties) €38,590,000

104 RDI REIT P.L.C. Private & Confidential Valuation

RDI REIT PLC (“RDI REIT” or the “Company”) Chris Hamilton MRICS 2nd Floor D2 Real Estate St Mary's Court 4th Floor, Conway House 20 Hill Street 7-9 Conway Street Douglas St Helier, Jersey Isle of Man IM1 1EU JE2 3NT

J.P. Morgan Securities plc (“JP Morgan”) Tel: +44 (0) 1534 629001 25 Bank Street Fax: +44 (0) 1534 629011 Canary Wharf E-mail: [email protected] London E14 5JP

Peel Hunt LLP (‘’Peel Hunt’’) 100 Liverpool Street, London EC2M 2AT

25th March 2021 Our Ref: 202 101134

Dear Sirs CLIENT: RDI REIT PLC (The “Client”) ADDRESSEES: RDI REIT PLC, J.P. MORGAN SECURITIES PLC, PEEL HUNT LLP (together, the “Addressees”) PROPERTY: 12 /14 CASTLE STREET & 25-26 ESPLANADE, ST HELIER, JERSEY (The “Property”) 1 TERMS OF REFERENCE 1.1 Instructions This valuation of the freehold interest in the Property comprising a modern multi-let office building, that is held by the RDI REIT Plc as an investment, is prepared in accordance with the terms of engagement letter dated 11th March 2021 and the Valuation Procedures and Assumptions/Terms and Conditions of Business enclosed with that letter. We have made no variation from standard assumptions. We have been instructed to undertake a valuation of the Property for inclusion in a “Scheme Document” (or offer document, as the case may be) to be issued by RDI REIT in connection with the recommended cash offer from Starwood Funds announced on 26 February 2021, under Part X of the Isle of Man Companies Act 2006, which is being prepared pursuant to Rule 29 of the City Code on Takeovers and Mergers (the “Code”). This valuation report is to be relied on by RDI REIT, JP Morgan and Peel Hunt.

1.2 Date of valuation The date of valuation is 28th February 2021. The importance of the valuation date must be stressed as property values may change over a relatively short period. We are not aware of any material changes in circumstances between the date of the valuation and the date of this report that would affect the valuation and as a result, confirm that an updated valuation as at the date of this report would not be materially different from the valuation as at 28th February 2021. We are not aware of, as a result of our role as External Valuer of the Property, any matter which is not disclosed in the Scheme Document or which has not been described to the Addressees in writing and which is required to be brought to their attention.

RDI REIT Plc 12-14 Castle Street & 25-26 Esplanade, St Helier, Jersey Valuation Date: 28th February 2021 Page 1

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1.3 Standards The valuation has been undertaken in accordance with RICS Valuation – Global Standards 2020, (the “Red Book”) effective 31st January 2020. In addition our valuation has been prepared in accordance with the requirements of Rule 29 of the City Code on Takeovers and Mergers (the “Code”). We will therefore provide you with our opinion of Market Value of the Property as at the Date of Valuation in accordance with the definition provided under Valuation Standard VPS 4 of the Red Book. 1.4 Independence and Objectivity Prior to and since the management buyout of BNP Paribas (Jersey) Ltd in November 2017, the valuer has been involved with the property for a number of years. In summary we have valued the Property for the RDI Reit for the purpose of reporting the figure within their financial statements for each year since 2008. As BNP Paribas Real Estate (Jersey) Ltd we also valued the property for the purpose of seeking a listing on the Johannesburg Stock Exchange in connection with a merger and more recently in January 2016, for a capital raising exercise. As disclosed within our Terms of Engagement for this instruction, we are currently working with RDI REIT on a potential disposal strategy jointly with JLL and Terms of Engagement have been issued in this regard. In addition, we have previously valued the Property for loan security purposes on behalf of a lender to the Client’s Joint Venture Partner. We do not consider the above prevents us or conflicts with our responsibility to provide an independent and objective opinion of value of the Property and as such we are acting in our capacity as External Valuers as defined in the Red Book. This valuation report constitutes a Regulated Purpose valuation. We are required by RICS regulations to disclose the following;  In our financial year ending 31 December 2020 the total fees earned from RDI REIT was less than 5% of the D2 Real Estate turnover.  The valuer has continuously been the signatory to valuations provided to the Client for financial reporting purposes since 2017. Prior to this BNP Paribas Real Estate (Jersey) Limited, now D2 Real Estate (Jersey) Ltd, has been valuing the property since 2008, and before this date neither the valuer or the Company, as BNP Paribas Real Estate (Jersey) Ltd (now D2 Real Estate (Jersey) Ltd) had any involvement with the Client.  We are currently working with the RDI REIT on a potential disposal strategy jointly with JLL with Terms of Engagement having been issued in relation to this. In addition, we have previously valued the Property for loan security purposes on behalf of a lender to the Co-owner of the Property. 1.5 Valuer details This report has been prepared by Chris Hamilton MRICS and reviewed by Chris Daniels MRICS. In accordance with Rule 29 of the Code, we confirm they are both RICS Registered Valuers and have sufficient current knowledge of the relevant market and the necessary skills and understanding to prepare this report.

2 EXTENT OF DUE DILIGENCE & INFORMATION SOURCES 2.1 Inspection The exterior and general environs of the Property was inspected by Chris Hamilton MRICS on 19th February 2021. The interior was last formally inspected by Chris Hamilton MRICS on 26th February 2020. It has been agreed that a further internal inspection was not required on this occasion due to the tenants’ sensitivities over Covid-19 risks combined with the fact that the Building is well known to D2 Real Estate. Accordingly, for the purpose of this valuation we have assumed that there have been no material changes to the interior of the Property since the date of our last full inspection.

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2.2 Floor areas The Net Internal Area (NIA’s) for each unit of occupation within the Property is detailed in the respective leasehold documents. A full measured survey was undertaken by Jersey Laser Scanning on 17th July 2020. We have used digital photography imagery to estimate the plot size. 2.3 Condition We have not been instructed to carry out a structural survey, nor test any of the services installations. Within our report we make reference to an issue with the external cladding and window reveals which has now been investigated and we have relied on information provided in email correspondence with the Managing Agent. We have assumed there are no other structural issues concerning the building and that the plant and machinery has been well maintained in accordance with manufacturer’s guidelines and is in good working order. An M&E survey was prepared in August 2020 and we have assumed the managing agent has prepared a PPM so that the works are phased in prior to the lease end dates. 2.4 Environmental investigation We have not carried out detailed investigations and information is based on known prior use of the Property. 2.5 Tenure, title and tenancies We have not been provided with reports on title and our opinion of value is on the basis that no onerous restrictions, covenants, servitudes or rights of way which may adversely affect the Property exist. The commentary provided in this report is based on our understanding of the respective title. We have received and reviewed copies of the respective leasehold interests relevant to the Property. 2.6 Sale Costs It is noted that the Proposed Government Island Plan 2021/2024 includes the following commentary: “Holding real estate within a company is often referred to as enveloping. Currently, neither Stamp Duty nor Land Transaction Tax arises where the ownership of Jersey commercial real estate is transferred by way of a share transfer. Proposals for the taxation of these share transactions are now fully developed and were consulted on in 2019. It is proposed enveloped property transfers are taxed at broadly the same rates that are applied to non-enveloped transactions. Law drafting is nearing completion and a further consultation exercise with stakeholders will shortly take place on the draft legislation. It is expected the draft law will be debated by the States Assembly in early 2021.” Against this backdrop there is a high risk that any potential saving realised through a corporate acquisition will be lost by the purchaser at valuation or future sale. Although there is a chance that some purchasers may “take a view”, a prudent approach would be to assume full costs on sale. We have therefore assumed purchaser’s costs totalling 6.3%, being 4.8% stamp duty plus 1.5% legal and agents fees. 2.7 Town planning We have made informal enquiries with the Planning Department of the States of Jersey through their on-line portal and the information received is assumed to be correct.

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3 PROPERTY INFORMATION 3.1 Location The Property is located in a prime office location in the heart of Jersey’s professional and financial district which is now focussed around the Esplanade area of St Helier. More specifically the Property is situated at the junction of The Esplanade and Castle Street with frontage to the Esplanade, Castle Street and La Rue des Mielles to the rear. A location plan is attached at Appendix 1. 3.2 Description The Property comprises an imposing, modern, self-contained, multi-storey, purpose built office building and completed circa 2007 to BCO Cat A standard throughout, with office accommodation generally arranged over five storeys together with car parking provision at basement level. The Property is multi-let to seven tenants. The property was originally let to 3 tenants, with separate receptions from The Esplanade, Castle Street and La Rue des Mielles. Currently the original main entrance to The Esplanade is used by the ground floor tenant, C5. The tenants of the upper floors use an inferior communal entrance which in turn leads to 4 suites on the 1st, 2nd, 3rd and 4th floors which all overlook the Esplanade and comprise around 4,000 sq ft each. Fronting Castle Street is the main entrance into the offices occupied by JFSC who occupy the ground, first and second floors of the mid section of the building. Apex Financial Services (formerly Capita /Link), occupy the ground to fourth floors with their main reception area being located off Castle Street and Le Rue des Mielles. A selection of external photographs are set out below:

Esplanade & Castle Street Elevations Castle Street Elevation

Castle Street/La Rue des Mielles Elevation Basement Car Park

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3.3 Accommodation

Description Net Internal Area M2 Sq Ft

C5 Alliance Ground 307.5 3,310 Car Spaces 2

Nordic Capital First 402.2 4.329 Car Spaces 2

Pentera Trust Company Ltd Second 385.5 4,149 Car spaces 4

Apex Financial Services Third 384.1 4,134 Car spaces 2

Rathbone Investment Management Ltd Fourth 358.6 3,860 Car Spaces 2

JFSC Property Holdings No.1 Limited Ground – Second Floor 1,609.6 17,326 Car Spaces 16

Apex Financial Services Ground – Fourth Floor 2,066.5 22,244 Car Spaces 8

Total Area 5,514.0 59,352 Measured Survey 5,547.0 59,709 3.4 Repair Internally and externally the Property is considered to be in a reasonable state of repair and condition to the most part commensurate with its age and use. The Property is managed by a UK company and the common parts are believed to be properly maintained in accordance with the terms of the respective leases. We are aware of an issue having occurred during severe storms at the beginning of 2020, when some of the granite infill window reveals had become loose with some pieces falling to the public highway. This led to part of the highway being cordoned off whist investigations were undertaken. Since then, a protective scaffold has been erected over the pavement to the Esplanade and the southernmost part of the Castle Street elevations. We understand that as part of ongoing investigations, the fixings to the cladding have been investigated and tested. To repair, all the cladding panels need to be removed, new fixings installed and then the cladding panels to be reattached. We understand that according to the building surveyor, both the above items relate to an original defect in the building’s construction but the developer is not prepared to contribute towards the cost. For the purpose of our valuation, we have assumed that the cost of any necessary remedial works will be paid for by the Client and

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therefore we have made a capital cost allowance of £300,000 within our valuation which has been informed by our discussions with RDI REIT and their managing agent. An effective programme of planned preventive maintenance will ensure the condition of the Property is maintained going forward, the costs of which should be fully recoverable from the respective tenants. It is particularly important that regular maintenance is carried out on the VRV air conditioning system in accordance with the manufacturer’s guidelines. The Tenants are directly responsible for this within their areas whilst the costs of maintaining common items should be fully recoverable via the service charge. We are aware that a Condition Report was commissioned in 2020 in respect of the Mechanical & Electrical Services within the building. This has made various recommendations with regards to budgeting for routine replacements of plant, based on recommended life spans etc. Having discussed this with the Managing Agent, we understand that there are no significant operational issues with the plant at the current time and, given that the plant can typically be maintained and repaired rather than replaced, combined with the fact that the largest tenants have had the full benefit of such plant since new, we have assumed that any costs can remain fully recoverable. There is however an increasing risk that there could be some non-recoverable expenditure required on expiry of the current leases. We also understand that a building survey has been commissioned to establish the cause/significance of the damp/efflorescent on the steel supports to the eastern elevation in the basement which we reported in our previous valuations. It appears that this problem remains and we understand it is being monitored. We have not had sight of this report or Planned Preventative Maintenance Schedule (PPM). 3.5 Tenure The interest being valued in the Property is freehold subject to the existing leases. We have not been provided with a copy of a report on title however would welcome the opportunity of commenting on it if one should become available.

4 TENANCIES 4.1 Existing Occupational Leases The Property is currently multi-tenanted with seven separate leasehold interests, being C5 Alliance Group Ltd (both ground and first), Pentera Trust Company Ltd, Apex Financial Services (formerly Capita Fiduciary Group Ltd), Rathbone Investment Management International Ltd and JFSC Property Holdings Ltd. The leases to C5 Alliance Group Ltd, Pentera Trust Company Ltd, Capita Fiduciary Group Ltd and Rathbone Investment Management International Ltd were originally sub tenants of AIB CI Ltd. On 18th December 2015 AIB surrendered their lease and the sub tenants became direct tenants of the landlord. Following the above lease restructure the terms of the respective leases as they currently stand are as follows: C5 Alliance Group Limited – Ground Floor  Tenant: C5 Alliance Group Ltd  Lease commencement date 11th April 2014 with a termination date of 1st July 2025.  Current rent £99,400 (based on £28 psf for the office space & £3500 per car space).  Effective FRI terms via a fully recoverable service charge provision  3 yearly, upward only rent reviews to the greater of the passing rental or market rent. Assumed term of 15 years at review to exclude the benefit of a Break option.  The areas to be adopted for the purposes of the review are contained within the Rent Calculation Certificate.  Tenant only Break options as at 10th October 2020 not initiated.  Usual Alienation and Alteration provisions

C5 Alliance Group Ltd - 1st Floor  Current tenant: C5 Alliance Group Ltd  Guarantor provided by Mark Beaufort Loane

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 C5 Alliance Group Ltd, lease commenced on 13th August 2016 albeit Nordic Capital are in occupation via a licence.  Current rent passing £127,932 (based on £28 psf for the office space & £3500 per car space).  Effective FRI terms via a fully recoverable service charge provision  3 yearly, upward only rent reviews to the greater of the passing rental or market rent. Assumed term of 15 years at review to exclude the benefit of a Break option.  The areas to be adopted for the purposes of the review are contained within the Rent Calculation Certificate.  C5 tenant only Break option effective from 6.5 years from Lease Commencement. We understand the lease commencement was 13th August 2016 so the break will be due on 12th February 2023.  Usual Alienation and Alteration provisions

Nordic Capital Ltd are in occupation under licence, that can be terminated on 6 months notice.

Pentera Trust Company Limited – 2nd Floor  Tenant: Pentera Trust Company Ltd  Lease commencement date 23th March 2014 with a termination date of 1st July 2025.  Current rent passing £129,892 (based on £28 psf for the office space & £3500 per car space).  Effective FRI terms via a fully recoverable service charge provision  3 yearly, upward only rent reviews to the greater of the passing rental or market rent. Assumed term of 15 years at review to exclude the benefit of a Break option.  The areas to be adopted for the purposes of the review are contained within the Rent Calculation Certificate.  The Tenant only Break option on 23rd March 2020 was not initiated.  Usual Alienation and Alteration provisions Apex Financial Services (Jersey) Ltd– 3rd Floor  Tenant: Apex Financial Services (Jersey) Ltd  Guarantor: Apex Consolidation Entity Ltd  Lease commencement date 1st January 2020 with a termination date of 31st December 2028.  Rent commencement date of 1st November 2020 thereby reflecting a rent free period of 10 months  Commencing Rent of £121,872 per annum payable quarterly in advance  Upward only 3 yearly rent reviews to Market Rent subject to the usual assumptions and disregards and in respect of the first review effectively subject to a minimum uplift to £128,658 per annum (based on £29.50 psf for the office space & £3,500 per car space).  Effective FRI terms via a fully recoverable service charge provision  The areas to be adopted for the purposes of the review are contained within the Rent Calculation Certificate.  Usual Alienation and Alteration provisions  Landlord covenants to insure the premises with provision to recover a Due Proportion of the Cost from the Tenant

Rathbone Investment Management International Ltd – 4th Floor  Tenant: Rathbone Investment Management International Ltd  Guarantor: Rathbone Brothers Plc  Current rent passing £115,080 pa (based on £28 psf for the office space & £3500 per car space).  Lease commencement date 25th March 2013 with a termination date of 1st July 2025.  Effective FRI terms via a fully recoverable service charge provision  3 yearly, upward only rent reviews to the greater of the passing rental or market rent. Assumed term of 15 years at review to exclude the benefit of a Break option.  The areas to be adopted for the purposes of the review are contained within the Rent Calculation Certificate.  Usual Alienation and Alteration provisions  3rd party referral to Expert determination  Usual Alienation and Alteration provisions

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Apex Financial Services (Jersey) Ltd (Ground – 4th Floors)*  Tenant: Apex Financial Services (Jersey) Ltd  Guarantor: Apex Consolidation Entity Ltd  Lease commencement date 1st January 2020 with a termination date of 31st December 2028.  Commencing Rent of £623,191 per annum payable quarterly in advance  Upward only 3 yearly rent reviews to Market Rent subject to the usual assumptions and disregards and in respect of the first review effectively subject to a minimum uplift to £658,624 per annum (based on £28.50 psf for the office space & £3,500 per car space).  Effective FRI terms via a fully recoverable service charge provision  Areas to be adopted for the purposes of the review are contained within the Rent Calculation Certificate.  Usual Alienation and Alteration provisions  Landlord covenants to insure the premises with provision to recover a Due Proportion from the Tenant

JFSC Property Holdings No.1 Limited  Landlord is Castle Street (Jersey) Limited  Tenant is JFSC Property Holdings No.1 Limited  Guarantor provided by The Jersey Financial Services Commission  21 year lease from lease commencement date 1 May 2007 with a termination date of 30 April 2028  Rent commencement date 1 November 2007  Current rental of £519,002, as agreed at the 1 May 2019 rent review (office rate of £27 psf and car parking rate of £3,200 per space).  Effective FRI terms via a fully recoverable service charge provision  3 yearly, upward only rent reviews to the greater of the passing rental or market rent with the latest review as at 1st May 2019 remaining outstanding.  Assumed term of 21 years at review with assumed option to Break at year 15  The areas to be adopted for the purposes of the review are contained with Schedule 1 of the lease  Tenant only Break option effective from 30 April 2022, 12 months notice.  Usual Alienation and Alteration provisions 4.2 Income

Current Rent receivable £1,736,369 per annum

Minimum uplifted rent wef Jan 2023 £1,778,588 per annum

5 VALUATION 5.1 Basis of Valuation Our Valuation has been prepared on the basis of Market Value in accordance with the latest edition of the RICS Valuation – Global Standards (“RICS Red Book”), and which is also defined in paragraph 30.1 International Valuation Standards as follows: “The estimated amount for which an asset or liability should exchange on the valuation date 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.” Our Valuation has been arrived at principally by reference to market evidence for comparable property both in terms of rental value and investment yield. The Market Value is our estimate of the price that would be agreed, with no adjustment made for the costs that would be incurred by the parties in any transaction, including any liability for GST or VAT, stamp duty or other taxes. It is also gross of any mortgage or similar financial encumbrance.

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5.2 Market Value We are of the opinion that the current Market Value of the freehold interest in the Property, subject to existing leases, is in the order of: £21,250,000 (Twenty One Million Two Hundred and Fifty Thousand Pounds) Based on our assessment of rental values we consider the current passing rents to be broadly in line with Market Rents. In arriving at our opinion of capital value, we have assumed a rental void / incentive package of 12 months on the JFSC’s pending break option (April 2022), before applying an Equivalent Yield of 7.5% to the assumed income stream (taking account of contractual minimum uplifts). Such a yield profile is considered appropriate having regard to the relatively short WAULT (to break) of 4.7 years albeit with reasonable prospects of JFSC not activating their break and for securing further re-gears, within the near future. In respect of purchaser’s costs, it is noted that Government of Jersey has recently announcement of their clear intention to extend the application of stamp duty to corporate transactions. Although some purchasers may take a “view” on this, we believe that for valuation purposes, it would be prudent to assume a freehold sale with purchaser’s costs totalling 6.3%, being 4.8% stamp and 1.5% legal and agent’s fees. In addition, we have allowed for a one off non recoverable capital costs of £300,000 to repair the façade based on information provided by RDI REIT and their appointed managing agent. In arriving at an appropriate yield to apply to the current and projected cash flows we have had regard to the recent office transactions in the Jersey office market, in addition to reviewing the Guernsey market, the appetite for investment properties at this projected level and the general trend in yield profiles in Jersey, Guernsey and the UK in the last 24 months.

6 GENERAL CONDITIONS This report and valuation has been prepared on the basis that there has been full disclosure of all relevant information and facts which may affect the valuation. This report and valuation has been prepared solely for inclusion in a “Scheme Document” (or offer document, as the case may be) to be issued by RDI REIT as referred to above and is to be relied on by RDI REIT, JP Morgan and Peel Hunt. Neither the whole nor any part of this Valuation Report or any reference to it may be included now, or at any time in the future, in any published document, circular or statement, nor published, referred to or used in any way without our written approval of the form and context in which it may appear. We accept responsibility for the information within this report and valuation and declare that, to the best of our knowledge (having taken all reasonable care to ensure that such is the case) the information contained in the Report and Valuation is in accordance with the facts and contains no omission likely to affect its import.

Yours faithfully

Chris Hamilton MRICS Chris Daniels MRICS Head of Valuation Services Director RICS Registered Valuer RICS Registered Valuer

For and on behalf of D2 Real Estate (Jersey) Limited

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APPENDIX 2 APPENDIX 1 Site Plan Terms of Engagement

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