Raven Property : Preference Share scrip dividend circular - March 2022

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. When considering what action you should take, you are recommended to seek your own personal advice from your stockbroker, bank manager, solicitor, accountant or from an independent financial adviser who is authorised under the Financial Services and Markets Act 2000. If you have sold or transferred some or all of your preference shares of 1p each with ticker RAVP ("Preference Shares") in Raven Property Group Limited, you should consult your stockbroker or other agent through whom the sale or transfer was effected without delay for advice as to how to proceed.

RAVEN PROPERTY GROUP LIMITED

(Registered No. 43371)

Second Floor

La Vieille Cour

La Plaiderie

St Peter Port

Guernsey GY1 6EH

24 February 2022

Dear Preference Shareholder

INTRODUCTION

The purpose of this Circular is to set out the details of the Scrip Dividend Alternative for holders of Raven Property Group preference shares of 1p each with ticker RAVP ("Preference Shares"). The actions required will depend on whether you hold your Preference Shares in certificated form or in CREST and are set out in Appendix 1 for holders in certificated form and in Appendix 2 for holders in CREST.

TERMS OF ELECTION

Pursuant to the articles of incorporation of Raven Property Group, the directors are offering to holders of Preference Shares, the opportunity to elect to receive new Preference Shares instead of cash in respect of the dividend for the period from 31 December 2021 to (but excluding) 31 March 2022. Preference Shareholders who elect for this Scrip Dividend Alternative will receive 1 new Preference Share for every 45.3333 Preference Shares registered in their name at the close of business on 18 February 2022. This entitlement has been determined on the basis of the cash dividend of 3p per Preference Share and a value of 136p for each new Preference Share. The value of each new Preference Share has been determined by the directors of the Company using the discretion afforded to them under the articles of incorporation of the Company.

The Scrip Dividend Alternative will enable certain Preference Shareholders to increase their total preference shareholding in the Company without incurring dealing costs or stamp duty. To the extent that Preference Shareholders elect for the Scrip Dividend Alternative, there is also a benefit to the Company from the retention of cash that will otherwise be paid out as a Preference Share dividend.

Fractions of Preference Shares cannot be issued. In accordance with the articles of incorporation of the Company, any residual entitlement will be retained by the Company. No residual entitlements will be carried forward to future scrip dividends nor will they be paid or payable to the relevant Preference Shareholders.

The election may be made by Preference Shareholders in respect of all or part of their holding of Preference Shares, but not in respect of fewer than 45.3333 Preference Shares. The right to elect is not transferable. The election should be in respect of a multiple of 45.3333 Preference Shares. A cash dividend will be paid on any holding of Preference Shares for which an election to receive new Preference Shares is not made.

Preference Shareholders with a registered holding of fewer than 45.3333 Preference Shares at the close of business on 18 February 2022 are not entitled to make an election. The manner in which elections will be dealt with will be governed by the form in which holdings of Preference Shares are held at the record date.

If you hold your Preference Shares in CREST, please note mandate forms will not be accepted in respect of CREST shareholdings. You will need to submit a CREST Dividend Election Input

Message each time you wish to participate in a Scrip Dividend Alternative offered by the Company. A CREST Dividend Election Input Message must be received by the Company's Registrars by no later than 5.00pm on the Election Date for the relevant dividend to be effective.

TAXATION

The taxation consequences of an election to receive new Preference Shares in lieu of a cash dividend depend on the individual circumstances of Preference Shareholders. A summary of the likely tax consequences for Preference Shareholders who are resident in the United Kingdom is set out in Appendix 3. The information is not exhaustive and if you are in any doubt as to your tax position, you should consult your professional adviser before taking any action. Tax laws and their interpretation can change and, in particular, the level and bases of, and reliefs from, taxation may change and such changes may alter the benefit of investments in the Company.

OVERSEAS SHAREHOLDERS

The opportunity to elect to receive new Preference Shares in place of a cash dividend is not being offered to, or for the account of, any citizen, national or resident of the United States, Canada or Australia, any corporation, partnership or other entity created or organised in, or under the laws of, the United States, Canada or Australia, or any political sub-division of these countries, or with a registered address in any of these countries or any estate or trust, the income of which is subject to United States federal or Canadian or Australian income taxation regardless of its source. "United States" means the United States of America (including the District of Colombia). Reference to the United States, Canada and Australia include their territories, possessions and all areas subject to their jurisdiction.

No person receiving a copy of this Circular and/or a Form of Election and/or an Entitlement Advice in any territory other than the United Kingdom may treat the same as constituting an invitation to him unless in such territory such an invitation could lawfully be made to him without compliance with any registration or other legal requirements. It is the responsibility of any such person wishing to elect to receive new Preference Shares, either in respect of this invitation or by way of mandate under the scrip dividend mandate scheme, to satisfy himself as to the full observance of the laws of such territory, including obtaining any governmental or other consents which may be required and observing any other formalities needing to be observed in such territory.

IF YOU HAVE RECEIVED MORE THAN ONE FORM OF ELECTION/ ENTITLEMENT ADVICE

If your Preference Shares are registered in more than one holding and as a result you have received more than one Form of Election/Entitlement Advice, they will be treated for all purposes as separate holdings and you should complete each form accordingly. If you have holdings of Preference Shares in certificated and uncertificated form, they will be treated for all purposes as separate holdings and, again, you should complete a form and/or make an election through CREST accordingly.

IF YOU HAVE RECENTLY BOUGHT PREFERENCE SHARES

If you bought Preference Shares in the Company before 17 February 2022 (the date on which the quotation for such Preference Shares became ex-dividend), but those Preference Shares are not included in the number shown in Box 1 on the Form of Election or the Entitlement Advice and you wish to elect to receive new Preference Shares instead of the cash dividend in respect of such Preference Shares, you should consult your stockbroker or other adviser without delay.

IF YOU HAVE RECENTLY SOLD PREFERENCE SHARES

If you have sold all of your holding of Preference Shares before 17 February 2022 (the date on which the quotation for such Preference Shares became ex-dividend), you should pass this Circular to your stockbroker or other adviser without delay. If you have sold some of your holding of Preference Shares but those Preference Shares are nevertheless included in the number shown in Box 1 on the Form of Election or the Entitlement Advice, you should contact your stockbroker or other adviser without delay who will advise you how the Form of Election or Entitlement Advice should be dealt with.

SETTLEMENT OF PREFERENCE DIVIDEND

Applications will be made to the Financial Conduct Authority, the London Stock Exchange and The International Stock Exchange Authority Limited respectively for admission of the new Preference Shares to be allotted pursuant to valid elections for the Scrip Dividend Alternative to (i) the Official List of the UK Listing Authority, (ii) trading on the main market of the London Stock Exchange and (iii) admission to the Official List of The International Stock Exchange. The new Preference Shares will on issue rank pari passu in all respects with the existing issued Preference Shares (including the right to receive any future dividends on such Preference Shares, on the basis that such new Preference Shares are issued on 31 March 2022).

Subject to satisfaction of the conditions set out below, definitive share certificates for the new Preference Shares are expected to be posted, at the risk of the persons entitled thereto, to Preference Shareholders who hold their Preference Shares in certificated form. Preference Shareholders who held their Preference Shares in uncertificated form, the Company will request its Registrars to instruct Euroclear UK & Ireland Limited to credit CREST stock accounts on 31 March 2022. Dividend cheques/bank transfer instructions (in respect of Preference Shareholders who have validly set up a bank mandate) for any cash dividend due are expected to be posted/given on or before the same day. Dealings in the new Preference Shares are expected to begin on 31 March 2022.

CONDITIONS

The Scrip Dividend Alternative is subject to the new Preference Shares, to be allotted pursuant to elections for the Scrip Dividend Alternative in lieu of the cash dividend, being admitted to (i) the Official List of the UK Listing Authority, (ii) trading on the main market of the London Stock Exchange and such admission becoming effective and (iii) admission to the Official List of The International Stock Exchange. The value of a Preference Share to be issued for the purposes of the scrip dividend will be determined by the relevant provisions of the articles of incorporation as in force from time to time. In this instance, the value of each new Preference Share has been determined by the directors of the Company using the discretion afforded to them under the articles of incorporation of the Company.

SCRIP DIVIDEND TIMETABLE
Shares quoted ex-dividend	17 February 2022
Record date for dividend	18 February 2022
Posting of Forms of Election	24 February 2022
Final date for receipt by the Company's Registrars of
Forms of Election	5.00pm on 11 March 2022
Posting of dividend cheques and new Preference
Shares certificates	31 March 2022
CREST stock accounts credited with new Preference Shares	31 March 2022
Dividend payment date	31 March 2022
Dealings commence in new Preference Shares	31 March 2022

A general guide to the taxation effect of scrip dividend election for residents of the United Kingdom is set out in Appendix 3. Appendix 4 contains details of the scrip dividend mandate scheme.

GENERAL

This Circular is available on the Investors page of the Company's website, www.theravenpropertygroup.com. Further copies of this Circular and the Form of Election may be obtained from the Company's Registrars, Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL, up to 5.00pm on 11 March 2022.

Yours sincerely

Benn Garnham

Secretary

APPENDIX 1

ACTION TO BE TAKEN: HOLDERS OF SHARE CERTIFICATES

This section relates only to Preference Shareholders who hold share certificates for their Preference Shares

If you do not hold your Preference Shares through CREST and have not already elected to participate in the Scheme or if you have revoked your election to participate in such scheme, a Form of Election showing your scrip dividend entitlement and enabling you to elect for the scrip dividend mandate scheme was posted to you on 24 February 2022. The options available to you are as follows:

To receive the Preference Share dividend from 31 December 2021 to (but excluding) 31 March 2022 entirely in cash:

1. take no action on the Form of Election; and
2. if you wish to set up a bank mandate to receive the cash dividend by bank transfer rather than cheque, please refer to the enclosed bank mandate request form and guidance notes.

To receive your maximum entitlement to new Preference Shares in respect of the Preference Share dividend for the period from 31 December 2021 to (but excluding) 31 March 2022 (but not to elect for the scrip dividend mandate scheme in respect of all future Preference Share dividends):

1. sign and date the Form of Election and return it to the Company's Registrars.

To receive your maximum entitlement to new Preference Shares in respect of the Preference Share dividend for the period from 31 December 2021 to (but excluding) 31 March 2022 and for all future Preference Share dividends (the scrip dividend mandate scheme):

1. read the notes in Appendix 4 carefully (which explain the effect of the scrip dividend mandate scheme);
2. mark Box 5 on the Form of Election with an "X"; and
3. sign and date the Form of Election and return it to the Company's Registrars.

To receive the Preference Share dividend for the period from 31 December 2021 to (but excluding) 31 March 2022 in a combination of new Preference Shares and cash:

1. insert in Box 4 on the Form of Election the number of Preference Shares on which you wish to receive new Preference Shares instead of the cash dividend. The number inserted must be a multiple of 45.3333 Preference Shares.
2. sign and date the Form of Election and return it to the Company's Registrars; and
3. if you wish to set up a bank mandate to receive the cash dividend by bank transfer rather than cheque, please refer to the enclosed bank mandate request form and guidance notes.

ALL FORMS MUST BE RECEIVED BY THE COMPANY'S REGISTRARS, LINK GROUP, 10TH FLOOR, CENTRAL SQUARE, 29 WELLINGTON STREET, LEEDS LS1 4DL, NO LATER THAN 5.00PM ON 11 MARCH 2022. No acknowledgement of receipt of Forms of Election or bank mandate forms will be given. If your Form of Election is not received by the Company's Registrars by this time and date, the Preference Share dividend will be paid in cash in respect of all the Preference Shares registered in your name on 18 February 2022. As appropriate, if your bank mandate form is not received by the Company's Registrars by this time and date, any Preference Share dividend to be paid in cash will be settled by way of cheque.

SCRIP DIVIDEND MANDATE SCHEME

In order to simplify arrangements for those Preference Shareholders who hold share certificates for their Preference Shares and wish to elect in full for the Scrip Dividend Alternative rather than the full cash dividend, not only on this occasion but for all future occasions, a scrip dividend mandate scheme is in place, details of which are set out in Appendix 4. You should read Appendix 4 carefully before deciding whether or not you wish to take advantage of the Scheme.

If you do not hold your Preference Shares through CREST and have already elected to participate in the Scheme and have not revoked your election to participate in such scheme, to receive your maximum entitlement to new Preference Shares in respect of the Preference Share dividend for the period from 31 December 2021 to (but excluding) 31 March 2022, you need take no further action. An Entitlement Advice setting out your entitlement to new Preference Shares was posted to you on 24 February 2022.

APPENDIX 2

ACTION TO BE TAKEN: CREST SHAREHOLDERS

This section applies only to Preference Shareholders who hold their Preference Shares in CREST. Terms defined in the CREST Manual and not otherwise defined herein shall bear the meanings attributed to them in the CREST Manual unless the context otherwise requires.

ELECTION FOR NEW PREFERENCE SHARES

You can only elect to receive your dividend in the form of new Preference Shares by means of CREST procedures to effect such an election. No other form of election will be permitted and if received will be rejected and returned to you. If you are a CREST Personal Member, or other CREST Sponsored Member, you should consult your CREST sponsor, who will be able to take appropriate action on your behalf.

The CREST procedures require the use of the Dividend Election Input Message in accordance with the CREST Manual. The Dividend Election Input Message submitted must contain the number of Preference Shares on which the election is being made, whether this is all or part of your holding at the record date. An election for a scrip dividend mandate will not be permitted. The Dividend Election Input Message includes a number of fields which, for a valid election to be made, must be input correctly as indicated below:

1. Dividend Election Reference - You must indicate here a reference for the dividend election which is unique to your CREST participant ID;
2. Account I.D. - If you have more than one member account, you must indicate the member account I.D. to which the election relates;
3. ISIN - This is GG00B55K7B92;
4. Distribution type - You must enter "SCRIP" here;
5. Corporate Action - You must enter here the Corporate Action number for the dividend on which your election is being made. A scrip dividend mandate cannot be made;
6. Number of shares - You must enter here the number of Preference Shares over which your election is made whether this is all or part of your holding. If you leave this field blank or enter zero your election will be rejected. If you enter a number of Preference Shares greater than your holding in CREST on the record date, the election will be applied to the total holding in the relevant CREST member account at the record date; and
7. Contact details - this field is optional, although you are asked to include details of whom to contact in the event of a query relating to your election.

The Company and/or the Registrars reserve the right to treat as valid an election which is not complete in all respects.

By inputting a Dividend Election Input Message as described above, you confirm your election to participate in the Scrip Dividend Alternative in accordance with the details input and the terms and conditions of the Scrip Dividend Alternative as amended from time to time.

There is no facility to amend an election which has been made by Dividend Election Input Message; if you wish to change your election details, you must first cancel the existing election as described below and then input a Dividend Election Input Message with the required new details.

PARTIAL ELECTIONS

You can elect to receive new Preference Shares in respect of part of your holding. You will then receive the balance as a cash dividend.

TIMING

If you wish to receive new Preference Shares in respect of some or all of your holding, you must make your election and ensure that it is received by the Company's Registrars by no later than 5.00 p.m. on the 11 March 2022 (the "Election Date.")

CANCELLING AN ELECTION

You may only cancel an election by utilising the CREST procedures for deletions described in the CREST Manual. Your deletion must be received and, in accordance with CREST procedures, accepted by 5.00 p.m. on the Election Date for it to be valid for the Scrip Dividend Alternative in respect of the dividend for the period from