PRS REIT : Notice of Annual General Meeting 2021

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from your stockbroker or other independent adviser authorised under the Financial Services and Markets Act 2000.

If you have recently sold or transferred all of your shares in The PRS REIT plc, please forward this document, together with the accompanying documents, as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

Directors	Registered Office
Stephen Paul Smith	Floor 3, 1 St. Ann Street
David Steffan Francis	Manchester
Roderick Macleod MacRae	M2 7LR

Geeta Nanda

Jim Prower

12 November 2021

Dear Shareholder

The PRS REIT plc ("Company" or "Group")

2021 Annual General Meeting ("AGM" or "Annual General Meeting")

I am writing to notify you of the Company's Annual General Meeting, which will be held at 2pm on Wednesday 15 December 2021 at the offices of Dentons UK and Middle East LLP, One Fleet Place, London EC4M 7WS and to explain the business to be considered at the meeting.

Given that Coronavirus restrictions have now eased, we are now able to invite shareholders to attend the AGM in person. The arrangements outlined below also enable you to vote on resolutions and to have questions answered without attending the meeting in person. To the extent shareholders wish to attend in person and can do so safely and in accordance with the prevailing government guidance at the date of the meeting, the Board kindly requests that shareholders pre-register their intentions to attend by email to [e-mail] also note that this will be a scaled back event and refreshments will not be served.

The notice convening the AGM ("Notice") is set out on pages 4 to 5.

All updates on the status of the AGM and any changes to the proceedings of the meeting will be published on www.theprsreit.comand announced to the stock market.

EXPLANATION OF RESOLUTIONS

An explanation of each of the resolutions to be considered at the meeting is set out below.

Resolution 1: Receipt and adoption of Reports and Financial Statements (Ordinary Resolution)

This resolution relates to the receipt and adoption by the Annual General Meeting of the Directors' and Auditor's reports and the financial statements of the Group for the period ended 30 June 2021, which are available to download at the Company's website at www.theprsreit.com.

Resolution 2: Directors' Remuneration Report (Ordinary Resolution)

This resolution deals with the remuneration of the Directors and seeks approval for the remuneration paid to the Directors during the period under review. The Company is required to ask Shareholders to approve the Directors' remuneration report ("Remuneration Report"). This is set out on pages 78 to 80 of the Annual Report.

Resolution 3: Directors' Remuneration Policy (Ordinary Resolution)

This resolution deals with the Company's policy for making remuneration payments and payments for loss of office to Directors of the Company. The Company is required to ask Shareholders to approve the remuneration policy. This is set out on pages 76 and 77 of the Annual Report.

Resolution 4: Re-election of Director (Ordinary Resolution)

The UK Corporate Governance Code requires that any Director appointed by the Board shall hold office only until the conclusion of business at the first annual general meeting of the Company following their appointment and shall then be eligible for re-election at that meeting. This resolution proposes the re-election of Geeta Nanda as a non- executive director of the Company.

Geeta Nanda's biography is on page 55 of the Annual Report.

Resolutions 5, 6, 7 and 8: Re-appointment of Directors (Ordinary Resolution)

In accordance with the UK Corporate Governance Code all directors should be subject to annual re-appointment. This resolution proposes the re-appointment of Stephen Smith, Steffan Francis, Roderick MacRae and Jim Prower as non-executive directors of the Company.

The Directors' biographies are on page 55 of the Annual Report.

Resolution 9: Re-appointment of the auditor (Ordinary Resolution)

The resolution is proposed to re-appoint RSM UK Audit LLP as auditor until the next annual general meeting at which financial statements are laid before the Company.

Resolution 10: Remuneration of the auditor (Ordinary Resolution)

This resolution is proposed to authorise the Audit Committee to fix the remuneration of the auditor, RSM UK Audit LLP.

Resolution 11: General Authority to Allot Shares (Ordinary Resolution)

This resolution deals with the Directors' authority to allot shares or grant rights to subscribe for or to convert any security into shares up to a maximum nominal amount of £1,830,838, which represents approximately 33.33 per cent of the Company's issued ordinary shares (excluding treasury shares) as at 12 November 2021. The authority granted by this resolution will expire on the conclusion of the next annual general meeting of the Company or, if earlier, the date that is eighteen months from the date of passing this resolution.

Resolutions 12 and 13: Disapplication of Pre-emption Rights (Special Resolutions)

These resolutions will, if passed, give the Directors power, pursuant to the authority to allot granted by resolution 11, to allot shares or grant rights to subscribe for or to convert any security into shares or sell treasury shares for cash without first offering them to existing shareholders in proportion to their existing holdings up to a maximum nominal amount of, in aggregate, £1,098,502 which represents approximately 20 per cent of the Company's issued ordinary share capital (excluding treasury shares) as at 12 November 2021.

In the event that resolution 12 is passed, but resolution 13 is not passed, the Directors will only be authorised to issue ordinary shares up to an aggregate nominal value of £549,251, which represents approximately 10 per cent of the Company's issued ordinary share capital.

Resolutions 12 and 13 will allow the Company to carry out one or more tap issues, in aggregate, up to 20 per cent of the number of ordinary shares in issue at the Annual General Meeting and thus to pursue specific investment opportunities in a timely manner in the future potentially without the requirement to publish a prospectus and incur the associated costs.

The Directors are aware that the combined authority to dis-applypre-emption rights in respect of up to 20 per cent of the Company's issued ordinary share capital sought under resolutions 12 and 13 is higher than the 10 per cent typically sought by investment companies. However, the Directors believe that a higher authority is justified to enable the Company to fund future acquisitions of PRS development sites or portfolios of PRS units in line with its investment policy and strategy for growth, but only if they would create further value for shareholders. In addition, the higher authority is expected to broaden the Company's asset base which will increase the diversity of the portfolio. It will also allow the Company to broaden its investor base and enhance the size and liquidity of the Company's share capital, and spread the fixed operating costs over a larger capital base, thereby reducing the Company's ongoing charges ratio.

It is intended that any new ordinary shares issued under this authority will be at a minimum issue price equal to the prevailing NAV per ordinary share plus a premium to take account of share issuance costs at the time of allotment to thereby avoid any dilution of the NAV of the then existing ordinary shares held by shareholders.

2

Resolution 14: Directors Authority for market purchase of Own Shares (Special Resolution)

This resolution seeks authority for the Company to make market purchases of its own ordinary shares and is proposed as a special resolution. If passed, the resolution gives authority for the Company to purchase up to 14.99 per cent of the issued ordinary share capital of the Company immediately following the passing of the resolution.

The resolution specifies the minimum and maximum prices, which may be paid for any ordinary shares purchased under this authority. The authority will expire on the earlier of the conclusion of the Company's 2022 annual general meeting and the date that is eighteen months from the date the resolution is passed.

The Directors do not currently have any intention of exercising the authority granted by this resolution. The Directors will only exercise the authority to purchase ordinary shares where they consider that such purchases will be in the best interests of shareholders generally and will result in an increase in earnings per ordinary share. The Company may either cancel any shares it purchases under this authority or transfer them into treasury (and subsequently sell or transfer them out of treasury or cancel them).

Recommendation

The Directors of the Company consider that all the proposals to be considered at the Annual General Meeting are in the best interests of the Company and its shareholders as a whole and are most likely to promote the success of the Company. The Directors unanimously recommend that you vote in favour of all the proposed resolutions as they intend to do in respect of their own beneficial holdings currently amounting to 0.05 per cent of the issued share capital of the Company.

Appointment of Proxies

The form of proxy for use at the Annual General Meeting is available at the Company's website at https://www.theprsreit.com/investor-centre/reports-circulars.You are asked to complete and return it to PXS, Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL, as soon as possible and in any event so as to be received not later than 2pm on Monday 13 December 2021. Alternatively, CREST members may choose to utilise the CREST voting service. Full details are set out in the notes to this Notice on pages 6 to 9 of this document.

Yours sincerely

Stephen Smith

Chairman

3

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting ("Meeting") of The PRS REIT plc ("Company") will be held at 2pm on Wednesday 15 December 2021 at the offices of Dentons UK and Middle East LLP, One Fleet Place, London EC4M 7WS.

You will be asked to consider and vote on the resolutions below. Resolutions 1 to 11 will be proposed as ordinary resolutions and resolutions 12 to 14 will be proposed as special resolutions.

ORDINARY RESOLUTIONS

1. To receive and adopt the Company's Annual Report for the period ended 30 June 2021 together with the directors' report and auditor's report on those accounts.
2. To approve the directors' remuneration report, set out on pages 78 to 80 of the Company's Annual Report for the period ended 30 June 2021.
3. To approve the directors' remuneration policy, as set out on pages 76 and 77 of the Company's Annual Report for the period ended 30 June 2021, which takes effect immediately after the end of the annual general meeting.
4. To re-elect Geeta Nanda as a non-executive director of the Company.
5. To re-appoint Stephen Smith as a non-executive director of the Company.
6. To re-appoint Steffan Francis as a non-executive director of the Company.
7. To re-appoint Roderick MacRae as a non-executive director of the Company.
8. To re-appoint Jim Prower as a non-executive director of the Company.
9. To re-appoint RSM UK Audit LLP as the Company's auditor to hold office from the conclusion of this meeting until the conclusion of the next annual general meeting at which accounts are laid before the Company.
10. To authorise the audit committee of the Company to determine the auditor's remuneration.
11. To authorise the directors of the Company, in accordance with section 551 of the Act, to be generally and unconditionally authorised to allot shares or grant rights to subscribe for or to convert any security into shares up to an aggregate nominal amount of £1,830,838 provided that this authority shall, unless renewed, varied or revoked by the Company, expire on the earlier of the conclusion of the next annual general meeting of the Company and 18 months after the passing of this resolution, save that the Company may, before such expiry, make offers or enter into agreements which would or might require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after this authority has expired.
    Resolution 11 revokes and replaces all unexercised authorities previously granted to the directors of the Company in accordance with section 551 of the Act to allot shares or grant rights to subscribe for or to convert any security into shares but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities.

SPECIAL RESOLUTIONS

12. To authorise the directors of the Company (subject to the passing of resolution 11), to allot shares or grant rights to subscribe for or to convert any security into shares for cash under the authority conferred by that resolution and/or to sell ordinary shares held by the Company as treasury shares as if section 561 of the Act did not apply to any such allotment or sale, provided that such authority shall be limited to the allotment of shares or grant rights to subscribe for or to convert any security into shares or sale of treasury shares to any person up to an aggregate nominal amount of £549,251.

The authority granted by this resolution shall, unless renewed, varied or revoked by the Company, expire on the earlier of the conclusion of the next annual general meeting of the Company and 18 months after the passing of this resolution, save that the Company may, before such expiry, make offers or enter into agreements during the relevant period which would or might require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after this authority has expired.

4

1. To authorise the directors of the Company (subject to the passing of resolution 11 and in addition to the authority granted in resolution 12), allot shares or grant rights to subscribe for or to convert any security into shares for cash under the authority conferred by that resolution and/or to sell ordinary shares held by the Company as treasury shares as if section 561 of the Act did not apply to any such allotment or sale, provided that such authority shall be limited to the allotment of shares or grant rights to subscribe for or to convert any security into shares or sale of treasury shares to any person up to an aggregate nominal amount of £549,251.
   The authority granted by this resolution shall, unless renewed, varied or revoked by the Company, expire on the earlier of the conclusion of the next annual general meeting of the Company and 18 months after the passing of this resolution, save that the Company may, before such expiry, make offers or enter into agreements during the relevant period which would or might require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after this authority has expired.
2. To authorise the Company generally and unconditionally to make market purchases (within the meaning of section 693(4) of the Act) of ordinary shares of £0.01 each provided that:
3. 1. the maximum aggregate number of ordinary shares that may be purchased is 14.99 per cent of the issued ordinary share capital immediately following the passing of this resolution;
   2. the minimum price (excluding expenses) which may be paid for each ordinary share is £0.01;
   3. the maximum price (excluding expenses) which may be paid for each ordinary share is the higher of: (i) 5 per cent above the average of the mid-market values of the ordinary shares for the five business days before the purchase is made; or (ii) the higher of the price of the last independent trade and the highest current independent bid for the ordinary shares; and
   4. the authority conferred will expire on the conclusion of the Company's next annual general meeting or, if earlier, the date that is 18 months after the passing of this resolution, save that the Company may, before the expiry of the authority granted by this resolution, enter into a contract to purchase ordinary shares which will or may be executed wholly or partly after the expiry of such authority.

By Order of the Board

Sigma Capital Property Ltd

Company Secretary

18 Alva Street, Edinburgh EH2 4QG

Registered No. SC219919

12 November 2021

5