PRS REIT : Proxy Form 2021

Incorporated in England & Wales under the Companies Act 2006

Registered No 10638461

THE PRS REIT PLC ("COMPANY") 2021 ANNUAL GENERAL MEETING FORM OF PROXY

YOU MAY APPOINT A PROXY AT WWW.SIGNALSHARES.COMINSTEAD OF USING THIS FORM.

Before completing this form, please read the explanatory notes

I/We ........................................................................................................................................................

FULL NAME(S) IN BLOCK CAPITALS

of ........................................................................................................................................................

FULL ADDRESS IN BLOCK CAPITALS

being a member of the Company appoint the Chairman of the meeting or (see note 3)

as my/our proxy to attend, speak and vote on my/our behalf at the Annual General Meeting of the Company to be held at 2pm on Wednesday 15 December 2021 and at any adjournment of the meeting.

I/We direct my/our proxy to vote on the following resolutions as I/we have indicated by marking the appropriate box with an 'X'.

If you wish to appoint multiple proxies, please see note 4 below.

Please tick here if you are appointing more than one proxy

RESOLUTIONS	For	Against	Withheld	Discretionary
ORDINARY RESOLUTIONS
1.	To receive and adopt the Company's annual	☐	☐	☐	☐
	accounts 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 and accounts 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 and accounts 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.

RESOLUTIONS	For	Against	Withheld	Discretionary
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.

2

RESOLUTIONS	For	Against	Withheld	Discretionary
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.
13. 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 conclusion of the next
annual general meeting of the Company or, if
earlier, 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.
3

RESOLUTIONS	For	Against	Withheld	Discretionary
14. 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:

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 earlier of the conclusion of the Company's next annual general meeting and 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.

Signature(s) or Common Seal	Date

4

NOTES

FORM OF PROXY

1. As a member of the Company you are entitled to appoint a proxy or proxies to exercise all or any of your rights to attend, speak and vote at a general meeting of the Company. You can only appoint a proxy using the procedures set out in these notes. If the proxy is being appointed in relation to part of your holding only, please enter in the box next to the proxy's name the number of shares in relation to which they are authorised to act as your proxy. If this box is left blank they will be authorised in respect of your full voting entitlement.

APPOINTMENT

1. A proxy does not need to be a member of the Company but must attend the meeting to represent you. If you wish to appoint a proxy other than the Chairman of the meeting, insert their full name in the box. If you leave this space blank, the Chairman of the meeting will be appointed your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions. If you wish your proxy to make any comments on your behalf, you will need to appoint someone other than the Chairman and give them the relevant instructions directly.
2. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. Additional proxy forms may be obtained by contacting the Company's registrar or you may copy this form. If you are appointing more than one proxy, please indicate in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy and indicate by ticking the relevant box that the proxy appointment is one of multiple appointments being made. Multiple proxy appointments should be returned together in the same envelope.
3. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).

VOTING DIRECTIONS

5. To direct your proxy how to vote on the resolutions mark the appropriate box with an 'X'. To abstain from voting on a resolution, select the relevant "Vote withheld" box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If you either select the "Discretionary" option or if no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting, including a motion to adjourn.

RETURNING YOUR FORM OF PROXY

1. To appoint a proxy using this form, the form must be:
2. • Completed and signed;
   • Sent or delivered to Link Group at PXS, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL; and
   • Received by Link Group no later than 2pm on Monday 13 December 2021.
3. In the case of a member which is a company, this proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which this proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.
4. CREST members who wish to appoint a proxy or proxies by using the CREST electronic appointment service may do so by using the procedures described in the CREST Manual. To be valid, the appropriate CREST message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy, must be transmitted so as to be received by our agent Link Group, ID number RA10, by 2pm on Monday 13 December 2021.
5. You may submit your proxy electronically using the share portal service atwww.signalshares.com. Shareholders can use this service to vote or appoint a proxy online. Shareholders will need to use the unique personal identification Investor Code (this can be found on your share certificate). For an electronic proxy appointment to be valid, your appointment must be received by Link Group no later than 2pm on Monday 13 December 2021.
6. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence. For details of how to change your proxy instructions or revoke your proxy appointment, see the notes to the notice of meeting.
7. You may not use any electronic address provided in this proxy form to communicate with the Company for any purposes other than those expressly stated.