Terms of Reference: Management Engagement Committee (2025 09 16 SREIT MEC TOR)

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

1. Constitution

   1. The Management Engagement 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.

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

   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 once 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.

8. Duties

   The Committee shall:

   1. review the performance of the Investment Manager and the Investment Manager's compliance with the Investment Management Agreement and recommend any action to be taken by the Company under such terms;

   2. arrange for the Chair of the Committee and the Chair of the Board to meet annually with the CEO of Schroders Capital (or another suitable representative from the Investment Manager) to provide feedback on the Investment Manager's performance;

   3. consider the statement to be made in the annual reports and financial statements of the Company regarding the continued appointment of the Investment Manager, as required by the UK Listing Rules, and make a recommendation to the Board on such statement;

   4. review the performance of the Company's other main service providers;

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

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

      1. the ongoing appointment of the Investment Manager on the terms of the Investment Management Agreement in consideration of the best interests of shareholders as a whole; and

      2. the ongoing appointment of service providers in consideration of the best interests of shareholders as a whole.

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.