AEW UK REIT : Notice of AGM

THIS DOCUMENT IS IMPORTANT AND REQUIRESYOURIMMEDIATE ATTENTION. IT CONTAINS PROPOSALS RELATING TO AEW UK REIT PLC (THE "COMPANY") ON WHICH YOU ARE BEING ASKED TO VOTE. If you are in any doubt about the action you should take, you should immediately contact your stockbroker, accountant or other independent financial adviser, who is authorised under the Financial Services and Markets Act 2000 (as amended) if you are in the United Kingdom ("UK"), or another appropriately authorised independent financial adviser if you are in a territory outside the UK.

If you have sold or otherwise transferred all of your Shares in the Company ("Shares"), please send this document, at once to the purchaser or transferee or to the stockbroker, banker or other agent through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee. However, this document should not be forwarded to or transmitted in or into Australia, Canada, Japan, New Zealand, the Republic of South Africa, the United States or into any other jurisdictions if to do so would constitute a violation of the relevant laws and regulations in such other jurisdictions.

AEW UK REIT PLC

(incorporated in England and Wales with registered number 09522515 and

registered as an investment company under section 833 of the Companies Act 2006)

Notice of Annual General Meeting

Notice of the annual general meeting of the Company to be held at The Cavendish Hotel, 81 Jermyn Street, St. James', London SW1Y 6JF on Thursday, 14 September 2023 commencing at 12 noon (the "Annual General Meeting") is set out at the end of this document.

Whether or not you propose to attend the Annual General Meeting, please complete, and submit a proxy appointment in accordance with the instructions herein. The proxy appointment must be received by no later than 12 noon on Tuesday 12 September 2023 or, if the meeting is adjourned, not less than 48 hours before the time of the adjourned meeting (excluding UK non-working days).

We ask that any shareholders wanting to attend the Annual General Meeting register their interest by emailing the Company Secretary at [e-mail] by close of business on Tuesday, 12 September 2023.

Any shareholders unable to attend who wish to ask any questions at the Annual General Meeting should do so in writing to the Company Secretary, Link Company Matters Limited at 6th Floor, 65 Gresham Street, London EC2V 7NQ or by email to [e-mail] so as to be received by the Company Secretary no later than 3.00 pm on Tuesday, 12 September 2023. If appropriate the Company will publish a list of responses on its website at www.aewukreit.com after the Annual General Meeting.

The proxy form for use at the Annual General Meeting accompanies this document and, to be valid, should be completed and returned in accordance with the instructions printed on it as soon as possible but, in any event, so as to be received by the Company's registrar (the "Registrar"), Link Group, PXS1, Central Square, 29 Wellington Street, Leeds LS1 4DL by no later than 12 noon on Tuesday, 12 September 2023. If you hold your Shares in uncertificated form (that is, in CREST) you may appoint a proxy by completing and transmitting the appropriate CREST message (a CREST Proxy Instruction) in accordance with the procedures set out in the CREST Manual (available via www.euroclear.com) so that it is received by the Registrar by no later than 12 noon on Tuesday, 12 September 2023.

Appointment of a proxy does not preclude shareholders from attending, speaking and voting at the Annual General Meeting should they choose to do so.

This document should be read as a whole. Your attention is drawn to the letter from the Chairman of the Company on pages 1 to 4 of this document and which recommends that you vote in favour of the resolutions to be proposed at the Annual General Meeting.

PART 1

LETTER FROM THE CHAIRMAN

AEW UK REIT PLC

(incorporated in England and Wales with registered number 09522515

and registered as an investment company under section 833 of the Companies Act 2006)

Directors:	Registered Office:
Mark Burton (Chairman)	6th Floor
Bimaljit Sandhu	65 Gresham Street
Katrina Hart	London
Mark Kirkland	EC2V 7NQ
21 June 2023
Dear Shareholder
	Notice of Annual General Meeting

1 Introduction

I am pleased to be writing to you with details of the 2023 Annual General Meeting of AEW UK REIT plc, which will be held at The Cavendish Hotel, 81 Jermyn Street, St. James', London SW1Y 6JF on Thursday, 14 September 2023 commencing at 12 noon. The formal notice of the Annual General Meeting (the "Notice of Annual General Meeting") is set out on pages 6 to 11 of this document. The Notice of the Annual General Meeting contains the resolutions to be proposed at that meeting. An explanation of the resolutions is set out in the section headed "Explanatory Notes" on pages 2 to 4 of this document.

The purpose of this document is to provide details of the Annual General Meeting and to explain the business to be considered at the Annual General Meeting.

2 Meeting Arrangements

The Company's Annual General Meeting will be held at 12 noon on Thursday, 14 September 2023 at The Cavendish Hotel, 81 Jermyn Street, St. James', London SW1Y 6JF.

We ask that any shareholders wanting to attend the Annual General Meeting register their interest by emailing the Company Secretary at [e-mail] by close of business on Tuesday, 12 September 2023.

Any shareholders unable to attend who wish to ask any questions at the Annual General Meeting should do so in writing to the Company Secretary, Link Company Matters Limited at 6th Floor, 65 Gresham Street, London EC2V 7NQ or by email to [e-mail] so as to be received by the Company Secretary no later than 3.00 pm on Tuesday, 12 September 2023. If appropriate the Company will publish a list of responses on its website at www.aewukreit.com after the Annual General Meeting.

The proxy form for use at the Annual General Meeting accompanies this document and, to be valid, should be completed and returned in accordance with the instructions printed on it as soon as possible but, in any event, so as to be received by the Registrar, Link Group, PXS1, Central Square, 29 Wellington Street, Leeds LS1 4DL by no later than 12 noon on Tuesday, 12 September 2023. If you hold your Shares in uncertificated form (that is, in CREST) you may appoint a proxy by completing and transmitting the appropriate CREST message (a CREST Proxy Instruction) in accordance with the procedures set out in the CREST Manual (available via www.euroclear.com) so that it is received by the Registrar by no later than 12 noon on Tuesday, 12 September 2023.

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3 Explanatory Notes

Resolutions 1 to 9 (inclusive) are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 10 to 13 (inclusive) are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

3.1 Resolution 1 (Annual Report and Financial Statements)

The Directors ofthe Company(the "Directors") must present to the meeting the audited Annual Report and Financial Statements for the year ended 31 March 2023 (the "Annual Report and Financial Statements").

3.2 Resolution 2 (Directors' Remuneration Report)

This resolution is to approve the Directors' Remuneration Report, which is set out on pages 56 to 59 of the Annual Report and Financial Statements. The vote on this resolution is advisory only and the Directors' entitlement to remuneration is not conditional on it being passed.

3.3 Resolution 3 (Directors' Remuneration Policy)

The Company proposes an ordinary resolution to approve the Directors' Remuneration Policy contained in the Directors' Remuneration Report set out on page 55 of the Annual Report and Financial Statements.

Once approved by shareholders, this policy will be binding upon the Company from the date of the Annual General Meeting and the Directors will only be able to make remuneration payments in accordance with the approved policy.

If the remuneration policy is approved by shareholders, it will be valid for up to three years without further shareholder approval being required. However, if the Company wished to change the remuneration policy it would need to put the revised policy to a shareholder vote again before it could implement that new policy.

3.4 Resolutions 4 and 5 (Appointment and remuneration of Auditor)

The Company must appoint an Auditor at each general meeting at which accounts are presented to shareholders to hold office until the conclusion of the next such meeting. Resolution 3 seeks shareholder approval to re-appoint BDO LLP as the Company's Auditor and Resolution 4 seeks authority for the Board of Directors of the Company to determine the Auditor's remuneration for the year ending 31 March 2024.

3.5 Resolutions 6 to 9 (Re-election of Directors)

Under the Company's current Articles of Association, the Directors are subject to election by shareholders at the first annual general meeting after their appointment. Thereafter, at each annual general meeting any Director who has not stood for re-election at either of the two preceding annual general meetings shall retire. In addition, one-third of the Directors eligible to retire by rotation shall retire from office at each annual general meeting. Beyond these requirements, and in accordance with the AIC Code of Corporate Governance, the Board has agreed a policy whereby all Directors will seek annual re-election at the Company's annual general meetings.

Biographies for all of the Directors are set out on page 44 of the Annual Report and Financial Statements. As a result of the annual performance evaluation process, the Board considers that all Directors continue to be effective, are committed to their roles and remain wholly independent in character and judgement. They each bring extensive knowledge and experience to the Board, demonstrate a range of valuable skills and each Director's contribution supports the long-term sustainable success of the Company. The Board therefore recommends that shareholders vote in favour of each Directors proposed re-election.

3.6 Resolutions 10 and 11 (Authority to allot Shares)

These resolutions deal with the Directors' authority to allot ordinary Shares of one pence each in the capital of the Company ("Shares") in accordance with section 551 of the Companies Act 2006 (the "Act").

If passed, resolution 10 will authorise the Directors to allot Shares up to a maximum nominal amount of £158,424.74, which represents approximately 10 per cent. of the Company's issued Shares (excluding Shares held in treasury) as at 21 June 2023 (being the latest practicable date prior to the publication of this document).

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If passed, resolution 11 will authorise the Directors to allot further Shares, in addition to those which may be allotted under resolution 10, up to a maximum nominal amount of £158,424.74, which represents approximately 10 per cent. of the Company's issued Shares (excluding Shares held in treasury) as 21 June 2023 (being the latest practicable date prior to the publication of this document).

As at the date of this document, the Company held 350,000 Shares in treasury, which represents approximately 0.22 per cent. of the total ordinary share capital in issue (excluding Shares held in treasury) as at 21 June 2023 (being the latest practicable date prior to the publication of this document).

If both resolution 10 and resolution 11 are passed, authority will be granted to the Directors to allot up to a maximum nominal amount of £316,849.49, , which is a total of up to 20 per cent. of the existing issued ordinary share capital of the Company (excluding Shares held in treasury) as at 21 June 2023 (being the latest practicable date prior to the publication of this document). The Board recognises that this authority is beyond the standard 10 per cent. authority typically sought by investment companies, but believes that the passing of both resolution 10 and resolution 11 is in shareholders' interests given that:

• the authorities would provide greater flexibility to allow the Company to take advantage of potential investment opportunities sourced by the Company's Investment Manager; and
• any Shares issued under these authorities will not be issued at prices less than the last published net asset value ("NAV") per Share (adjusted for dividends) at the time of issue plus a premium to cover the costs of such issuance.

If resolution 10 is passed but resolution 11 is not passed, Directors will only be authorised to allot up to 10 per cent. of the existing issued ordinary share capital of the Company. Resolution 11 is conditional on resolution 10, so if resolution 10 is not passed resolution 11 will not be passed either.

Each of the authorities granted pursuant to resolution 10 and 11 will expire on the earlier of the conclusion of next year's annual general meeting (unless previously renewed, varied or revoked by the Company at a general meeting) and 30 September 2024.

The Directors have no present intention to exercise the authorities conferred by resolution 10 and resolution 11.

3.7 Resolutions 12 and 13 (Disapplication of statutory pre-emption rights)

By law, when new Shares are allotted or treasury Shares are sold for cash (otherwise than pursuant to an employee share scheme), they must first be offered to existing shareholders pro rata to their holdings. Each of resolutions 12 and 13 will, if passed, give the Directors power, pursuant to the authorities to allot granted by resolutions 10 and 11 respectively, to allot Shares or sell Shares from treasury for cash without first offering them to existing shareholders in proportion to their existing holdings, up to a maximum nominal amount of £158,424.74 which represents approximately 10 per cent. of the issued ordinary share capital (excluding Shares held in treasury) as at 21 June 2023 (being the latest practicable date prior to the publication of this document), which in aggregate amounts to £316,849.49, which represents approximately no more than 20 per cent. of the Company's issued ordinary share capital (excluding Shares held in treasury) as at 21 June 2023 (being the latest practicable date prior to the publication of this document). The powers granted by these resolutions will expire at the earlier of the conclusion of the annual general meeting to be held in 2024 (unless previously renewed, varied or revoked by the Company at a general meeting) and 30 September 2024.

The Directors have no present intention to exercise the authorities conferred by resolution 12 and resolution 13. Any Shares will only be allotted or sold out of treasury without pre-emption rights applying, at a premium to the latest published NAV (adjusted for dividends) together with an amount to cover the costs of any such issuance.

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3.8 Resolution 14 (Authority for Market Purchases of Own Shares)

This resolution seeks authority for the Company to make market purchases of its own Shares. If passed, the resolution gives authority for the Company to purchase Shares representing up to 14.99 per cent. of the Company's issued share capital (excluding Shares held in treasury) as at 21 June 2023 (being the latest practicable date prior to the publication of this document). The resolution specifies the minimum and maximum prices that may be paid for any Shares purchased under this authority. The authority will expire at the earlier of the conclusion of the annual general meeting of the Company to be held in 2024 and 30 September 2024. The Directors will only exercise the authority to purchase 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 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). On 21 June 2023 (the latest practicable date prior to the date of this document) the Company had no options or warrants in respect of the Shares.

3.9 Resolution 15 (Authority to call general meetings, other than annual general meetings, on 14 clear days' notice).

This resolution, if passed, will permit the Company to call general meetings (other than annual general meetings) on not less than 14 clear days' notice when matters arise that are time-sensitive and require expedited shareholder approval.

The usual 21 days' notice will be given for general meetings covering matters that are not time sensitive. The Company currently has no intention of using the shorter notice period, but it is useful to have this flexibility should the need to use it arise.

4 Recommendation and Voting Intentions

The Board considers that all the resolutions set out in the Notice of Annual General Meeting are in the best interests of the Company and its shareholders as a whole. The Board therefore recommends that you vote in favour of the resolutions as the Directors intend to do in respect of their own beneficial holdings, which represent approximately 0.69 per cent. of the Company's issued share capital (excluding Shares held in treasury) as at 21 June 2023.

Yours faithfully

Mark Burton

Chairman

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