Terms of Reference: Audit & Risk Committee (2025 09 16 SREIT ARC TOR)

SCHRODER REAL ESTATE INVESTMENT TRUST LIMITED Terms of Reference - Audit Committee Approved on 16 September 2025

1. Constitution

   1. The Audit Committee, (the "Committee"), is constituted as a committee of the Board of Directors of Schroder Real Estate Investment Trust Limited, (the "Company"), to assist the Board of the Company in its oversight responsibilities.

   2. The Committee may amend the terms of reference at any time with the agreement of the Board and shall review the said terms annually.

   3. The Committee may, from time to time, investigate, discuss or review matters outside its terms of reference if required to do so by the Board.

2. Authority

   1. The Committee is authorised by the Board to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any service provider and all service providers should be directed by the Investment Manager or Company Secretary to co-operate with any request made by the Committee.

   2. The Committee is authorised by the Board to obtain external legal or other professional advice and to secure the attendance of anyone it considers has relevant experience, expertise or knowledge.

3. Membership

   1. Members of the Committee shall be appointed by the Board in consultation with the Chair of the Committee. The Committee shall be made up of at least three Members, all of whom should be independent non-executive Directors.

   2. In determining whether a Director shall be deemed to be independent for the purpose of these terms of reference, the Board shall have regard to an applicable corporate governance code and leading corporate governance practice.

   3. Only Members of the Committee and the Chair of the Board have the right to attend Committee meetings. Other individuals such as external advisers may be invited to attend for all or part of any meeting, as and when appropriate.

   4. The Board shall appoint the Chair of the Committee who should be an independent non-executive Director. In the absence of the Chair of the Committee and/or an appointed deputy, the remaining Members present shall elect one of their number to chair the meeting.

   5. At least one Member of the Committee must have recent and relevant financial experience, to the satisfaction of the Board.

4. Secretary

   The Company Secretary or its nominee shall act as the Secretary of the Committee.

5. Minutes of meetings

   1. The Secretary shall minute the proceedings and resolutions of all Committee meetings, including the names of those present and in attendance.

   2. Minutes of Committee meetings shall be circulated promptly to all Members of the Committee and the Chair of the Board and, once agreed, to all other Members of the Board, unless a conflict of interest exists.

6. Attendance at meetings

   1. The quorum necessary for the transaction of business shall be two Members. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee

7. Frequency of meetings

   1. The Committee shall meet at least twice a year and at such other times as the Chair of the Committee or the Board directs.

   2. Meetings may be called by the Board, the Chair of the Board acting for the Board, or by the Chair of the Committee.

   3. The Company's auditors will be advised of the timing of Committee meetings and invited to attend when appropriate. The Committee shall have access to the auditors at any time it requires.

8. Duties

   The Committee shall:

   Accounting policies

   1. consider whether the company has adopted appropriate accounting, policies and, where necessary, made appropriate estimates and judgements;

      Financial statements

   2. monitor arrangements for, and the achievement of, compliance with statutory and other requirements governing financial reporting;

   3. monitor the integrity of the financial statements of the Company and any formal announcements relating to the Company's financial performance, reviewing significant financial reporting judgements contained in them;

   4. review, and report to the Board on, the significant financial reporting issues and judgements made in connection with the preparation of the company's financial

      statements (having regard to matters communicated to it by the auditor), interim reports, preliminary announcements and related formal statements containing financial reporting;

   5. review the content of the annual report and financial statements and advise the board on whether, taken as a whole, it is fair, balanced and understandable and provides the information necessary for shareholders to assess the company's performance, business model and strategy;

   6. ensure that the annual report and financial statements describes the activities of the Committee in discharging its responsibilities in accordance with the requirements of the Audit Committee: Minimum Standard, and an applicable code of corporate governance, including:

      1. how effective oversight has been achieved throughout the year;

      2. the significant issues that the Committee considered relating to the financial statements, and how these issues were addressed;

      3. an explanation of the application of the entity's accounting policies;

      4. where shareholders have requested that certain matters be covered in an audit and that request has been rejected, an explanation of the reasons why;

      5. an explanation of how it has assessed the independence and effectiveness of the external audit process and the approach taken to the appointment or reappointment of the external auditor, information on the length of tenure of the current audit firm, when a tender was last conducted and advance notice of retendering plans;

      6. where a regulatory inspection of the quality of the company's audit has taken place, information about the findings of that review, together with any remedial action the auditor is taking in the light of these findings;

      7. in the case of the Board not accepting the Committee's recommendation on the external auditor appointment, reappointment or removal, a statement from the Committee explaining its recommendation and that of the Board, and the reasons why the Board has taken its different position (this should also be supplied in any papers recommending appointment or reappointment);

      8. an explanation of how auditor independence and objectivity are safeguarded, if the external auditor provides non-audit services;

      9. where a tender process has taken place within the year, an explanation of the criteria used to make the selection and the process followed; and

      10. the activities it has undertaken to meet the requirements of the Standard;

      Going concern and viability assessment

   7. consider whether it is appropriate to adopt the going concern basis of accounting in preparing its annual and half-yearly reports and financial statements, and identification of any material uncertainties to the Company's ability to continue to do so over a period of at least twelve months from the date of approval of the financial statements;

   8. review the viability assessment and related disclosures in the Company's annual report and financial statements, taking into account the Company's current

      position and principal risks;

      Risk management and internal control

   9. carry out a robust assessment of the Company's emerging and principal risks;

   10. review the Company's internal financial controls and, unless expressly addressed by the Board itself, carry out a review of the effectiveness of the Company's systems of internal control and risk management framework covering all material controls, including financial, operational, reporting and compliance controls, at least annually, and review and approve the disclosures made in the annual and half-yearly reports and financial statements concerning such systems;

   11. monitor the internal control systems, relevant to the Company, of the AIFM, Portfolio Manager and/or Depositary, and provide any feedback as appropriate regarding such systems1;

   12. monitor the Company's procedures for ensuring compliance with regulatory and financial reporting requirements and its relationship with the relevant regulatory authorities;

       External audit and relationship with the external auditor

   13. discuss with the external auditor before any audit commences the nature and scope of the audit;

   14. review the external auditor's independence and objectivity and the effectiveness of the audit process, taking into consideration relevant UK professional and regulatory requirements;

   15. discuss problems and reservations arising from the audits and any matters which the external auditors may wish to discuss (in the absence of the service providers where necessary);

   16. implement a policy on the engagement of the external auditor to supply non-audit services, taking into account relevant ethical guidance regarding the provision of non-audit services by the external audit firm, and to report to the Board, identifying any matters in respect of which it considers that action or improvement is needed and making recommendations as to the steps to be taken;

   17. review the content of any management letter issued by the external auditor;

   18. review periodically the need to tender audit services, with consideration of relevant requirements set out in the Audit Committee: Minimum Standard and to ensure that at least once every 10 years the audit services contract is put to tender;

       1To facilitate the Committee's review in this regard, a report will be provided by the service providers on their internal control procedures and risk management systems.

       Whistleblowing

   19. review arrangements by which staff of the Investment Manager may, in confidence, raise concerns about possible improprieties in matters of financial reporting or other matters, the objective being to ensure that arrangements are in place for the proportionate and independent investigation of such matters and for appropriate follow-up action;

       Other

   20. consider other topics, as requested and defined by the Board;

       Recommendations

   21. make recommendations to the Board as appropriate on any area within its remit, particularly concerning but not limited to:

       1. the approval of the Company's annual and half-yearly reports and financial statements;

   22. the adoption of the going concern basis of accounting in preparing the Company's annual and half-yearly reports and financial statements and disclosures in annual and half-yearly reports and financial statements in relation to how the Board has assessed the prospects of the Company, over what period it has done so, why it considers that period to be appropriate and whether the Board has a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment, drawing attention to any qualifications or assumptions as necessary; and

   23. the appointment, re-appointment and removal of the external auditor, and to approve the remuneration and terms of engagement of the external auditor, for such recommendations to put to the shareholders for their approval in general meetings by the Board.

9. Reporting procedures

   1. The Chair of the Committee shall normally report to the Board at the Board meeting following the Committee meeting.

   2. The Committee shall produce a report in the Company's annual report and financial statements about its activities.