Mar City : Corporate Update Letter

21st December 2015

Dear Shareholder,

Corporate Update

Firstly, your Board must apologise for the extended period since the Company's last formal communication. There have bee a number of challenges and much to accomplish since the shares were officially delisted from AIM and it did not want to provide partial or conditional information in the intervening period.

Mar City PLC's listing on AIM was suspended on 20 April 2015 and, subsequently, cancelled on 21 May 2015 and at that point the Company was intent on seeking a relisting on AIM. However, given the corporate and operational issues confronting the Group as outlined below, the Company is not yet in a position to determine when it might be able to seek any such re-listing of its Ordinary Shares.

During 2014 the Group made significant investments in development land and work in progress as part of its ambitious growth strategy. It is evident that the Group has suffered because the corporate governance regime and financial controls framework have not proven sufficiently robust to handle rapid growth on the scale and volume of the developments undertaken.

Given these events, it was a clear priority to strengthen both the Board and the overarching corporate governance and controls within the business to enable the Company and the Group to return to a more stable and focused operational platform. The instigation of this process of change resulted in the key appointment of Martyn Everett as Executive Chairman of the Company in June 2015 to lead a Group wide restructuring. He brings with him considerable experience in exercises of this nature and in this sector. The Board has since been further strengthened by the appointment of Paul Underwood as Chief Operating Officer on 21 September 2015 and Andrew Styles as Finance Director on 10 December 2015. Additionally, Robin Johnson has been appointed as Group Secretary on an interim basis, in order to support the governance controls' process and assist the Board in stabilising and refocusing the business. Measures are also being undertaken to bolster the Group's finance and IT functions.

Meanwhile, Tony and Maggie Ryan resigned as directors and relinquished their executive responsibilities within the Group on 10 December 2015 but remain as major shareholders. In addition, Alan Birks resigned as a non-executive director on 16 September 2015. Your Board is looking to appoint a suitably experienced non-executive director in the near future and will provide further details once available.

A number of other initiatives have been actioned or are underway, which can be summarised as follows:

• Refocusing the Group's build programme to concentrate on its existing core product offering, where demand levels remain strong, and introducing further operational efficiencies. Regrettably, as the Group refocuses and reduces the near term scale of the number of products, a sizeable number of positions have become redundant with a consequent loss of jobs;
• Reviews of other cash regenerating oppotunities including through the sale of surplus sites and rental portfolio properties;
• The implementation of robust short term cash flow forecasting and monitoring;
• Strengthening of corporate governance and controls;
• Extending the Company's accounting reference date and commencing preparation of the audited financial statements for the eighteen months 30 June 2015; and
• Formulation and adoption of a new 3 year business plan and the funding proposals to support it.

The Group's secured lenders have been supportive of the actions and initiatives being taken and have provided further funding to the Group on a secured basis since June 2015. The Board is working with them to secure longer term funding to support the Group's 3 year business plan.

A further key imperative for the Board has been the need to reduce the Group's unsecured debtor exposure to Mar City Developments Limited ('MCDL') (a private property development business ultimately owned by Tony and Maggie Ryan), which featured in market announcements earlier this year. On 20 February 2015, the Company announced an update on the repayment of the net debtor balance owed to the Group by MCDL. The announcement stated that the net debt owed by MCDL to Mar City Homes was at the time approximately £19.5 million (following cash repayments received from MCDL in February 2015 totalling £9.85 million). As part of the restructuring exercise, detailed work is underway to analyse, quantify and reconcile the precise amounts owed by MCDL to the Group (the MCDL Debt). This work, which involves reviewing transactions going back over some years, is on-going.

In the short-term, the Group has secured agreement that all remaining sales proceeds from the Colindale development will be paid directly to the Group in reduction of that receivable, which should amount in aggregate to approximately £12.0m of which approximately £3.0m has already been received. In addition, MCDL has a further liability to the Group in an amount of £8.9 million, which relates to the GBB grant funding received by MCDL from the HCA in relation to the properties acquired along with Mar City Land by the Group in December 2013. Pursuant to an agreement entered into by MCDL, these monies must be repaid by MCDL as and when the Group becomes obliged to start repaying the HCA (expected to commence in 2016 and to end in 2018) (the MCDL HCA Liability).

As a consequence, the Group continues to actively examine ways of further reducing the amount of the MCDL Debt and extinguishing the MCDL HCA Liability, recognising that there are genuine concerns as to MCDL's ability to satisfy these obligations in full.

Yours faithfully,

Martyn Everett

Chairman