AEW UK REIT : Proposed articles of association

COMPANY NUMBER: 09522515

THE COMPANIES ACT 2006

A PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

AEW UK REIT PLC

Adopted by special resolution passed on [] 2021

Tel [phone] Fax [phone] [e-mail] www.gowlingwlg.com

	INDEX
Heading		Page
PRELIMINARY	1
1.	Articles not to apply	1
2.	Interpretation	1
REAL ESTATE INVESTMENT TRUST	6
3.	Cardinal principle	6
4.	Notification of Substantial Shareholder and other status	6
5.	Distributions in respect of Substantial Shareholdings	6
6.	Distribution trust	8
7.	Obligation to dispose	8
8.	General	9
CHANGE OF NAME	10
9.	Change of name by resolution of the board	10
SHARE CAPITAL	10
10.	Limited liability	10
11.	Rights attaching to ORdinary Shares	10
12.	Further issues	11
13.	Allotment	11
14.	Redeemable shares	12
15.	Share warrants to bearer	12
16.	Commission and brokerage	12
17.	Trusts not to be recognised	12
18.	Certificated and uncertificated shares	12
SHARE CERTIFICATES	14
19.	Right to certificates	14
20.	Replacement certificates	14
LIEN ON SHARES	15
21.	Lien on shares not fully paid	15
22.	Enforcement of lien by sale	15
23.	Application of proceeds of sale	15
CALLS ON SHARES	15
24.	Calls	15
25.	Liability of joint holders	16
26.	Interest on calls	16
27.	Rights of member when call unpaid	16
28.	Sums due on allotment treated as calls	16
29.	Power to differentiate	16
30.	Payment in advance of calls	16
FORFEITURE OF SHARES	17
31.	Notice if call not paid	17

32.	Forfeiture for non-compliance	17
33.	Notice after forfeiture	17
34.	Forfeiture may be annulled	17
35.	Surrender	17
36.	Disposal of forfeited shares	17
37.	Effect of forfeiture	17
38.	Extinction of claims	18
39.	Evidence of forfeiture	18
TRANSFER OF SHARES	18
40.	Form of transfer	18
41.	Right to refuse registration	18
42.	Notice of and reasons for refusal	19
43.	Fees on registration	19
44.	INFORMATION RIGHTS AND Forced Transfers	19
45.	Other powers in relation to transfers	20
TRANSMISSION OF SHARES	21
46.	On death	21
47.	Election of person entitled by transmission	21
48.	Rights on transmission	21
DESTRUCTION OF DOCUMENTS	21
49.	Destruction of documents	21
ALTERATION OF SHARE CAPITAL	22
50.	Increase, consolidation, sub-division and redenomination	22
51.	Fractions	22
52.	Reduction of capital	23
53.	treasury shares	23
VARIATION OF CLASS RIGHTS	23
54.	Sanction to variation	23
55.	Class meetings	24
56.	Deemed variation	24
MEETINGS OF MEMBERS	24
57.	Annual general meetings	24
58.	Convening of general meetings	24
59.	Simultaneous attendance and participation by electronic facilities	25
60.	Notice of general meetings	25
61.	Omission to send notice or non-receipt of notice	27
62.	Postponement of general meetings and alternative arrangements for general meetings	27
PROCEEDINGS AT GENERAL MEETINGS	27
63.	Quorum	27
64.	If quorum not present	28
65.	Chairman	28
		2

66.	Entitlement to attend and speak	28
67.	Power to adjourn	28
68.	Notice of adjourned meeting	29
69.	Business of adjourned meeting	29
70.	Accommodation of members and security arrangements	29
71.	Orderly conduct	30
VOTING AND POLLS	30
72.	Method of voting	30
73.	Chairman's declaration conclusive on show of hands	30
74.	Objection to or error in voting	30
75.	Amendment to resolutions	31
76.	Procedure on a poll	31
77.	votes of members	31
78.	Votes of joint holders	31
79.	Votes of member suffering incapacity	32
PROXIES AND CORPORATE REPRESENTATIVES	32
80.	Voting by proxy	32
81.	Form of proxy	33
82.	Deposit or receipt of proxy	33
83.	Maximum validity of proxy and revocation of proxy	34
84.	Corporate representatives	34
85.	Validity of votes by proxies and corporate representatives	35
86.	Failure to disclose interests in shares	35
UNTRACED MEMBERS	37
87.	Power of sale	37
88.	Application of proceeds of sale	38
APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS	38
89.	Number of Directors	38
90.	Power of Company to appoint Directors	38
91.	Power of Board to appoint Directors	38
92.	Eligibility of new Directors	38
93.	Share qualification	38
94.	Resolution for appointment of two or more Directors	38
95.	Retirement at annual general meetings	39
96.	Position of retiring Director	39
97.	Deemed re-appointment	39
98.	Removal by ordinary resolution	39
99.	Vacation of office by Director	39
100.	Resolution as to vacancy conclusive	40
ALTERNATE DIRECTORS	40
101.	Appointments	40
		3

102.	Participation in Board meetings	40
103.	Alternate Director responsible for own acts	40
104.	Interests of alternate Director	40
105.	Revocation of appointment	41
DIRECTORS' REMUNERATION, EXPENSES AND PENSIONS	41
106.	Directors' fees	41
107.	Expenses	41
108.	Additional remuneration	41
109.	Pensions and other benefits	41
POWERS AND DUTIES OF THE BOARD	42
110.	Powers of the Board	42
111.	Powers of Directors if less than minimum number	42
112.	Powers of executive Directors	42
113.	Delegation to committees	42
114.	Delegation to individual Directors	43
115.	Local management	43
116.	Power of attorney	43
117.	Powers of delegation	43
118.	Associate directors	44
119.	Exercise of voting power	44
120.	Overseas registers	44
121.	Borrowing powers	44
PROCEEDINGS OF DIRECTORS AND COMMITTEES	44
122.	Board meetings	44
123.	Notice of Board meetings	44
124.	Quorum	44
125.	Chairman of Board	45
126.	Voting and the Chairman's casting vote	45
127.	Electronic participation in meetings	45
128.	Resolution in writing	45
129.	Minutes of proceedings	46
130.	Validity of proceedings	46
DIRECTORS' INTERESTS	46
131.	Power of the Board to authorise conflicts of interest	46
132.	Interests not requiring Board authorisation	47
133.	Interested Director not to vote or count for quorum	48
134.	Director's interest in own appointment	49
135.	Chairman's ruling conclusive on Director's interest	49
136.	Directors' resolution conclusive on Chairman's interest	49
137.	Relaxation of provisions	50
138.	Definitions	50
		4