Yew Grove REIT : EGM Circular 8 January 2021

THIS CIRCULAR AND THE ACCOMPANYING FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this Circular and what action you should take, you are recommended to consult your independent professional adviser, who is authorised or exempted under the European Union (Markets in Financial Instruments) Regulations 2017 (as amended) or the Investment Intermediaries Act 1995 (as amended), if you are resident in Ireland, or who is authorised under the Financial Services and Markets Act 2000 of the United Kingdom (as amended), if you are resident in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside Ireland or the United Kingdom.

If you sell or otherwise transfer or have sold or otherwise transferred all of your holding of ordinary shares in Yew Grove REIT plc, please forward this Circular and the accompanying Form of Proxy to the purchaser or transferee of such shares or to the stockbroker, or other agent through whom the sale or transfer is/was effected for onward transmission to the purchaser or transferee.

This document is dated 4 January 2021

(incorporated and registered in Ireland with registered number 623896)

("Yew Grove" or the "Company")

NOTICE OF EXTRAORDINARY GENERAL MEETING

Replacement of CREST with Euroclear Bank for electronic settlement of

trading in Yew Grove REIT plc's ordinary shares

Amendment of the Articles of Association

Extraordinary General Meeting

Thursday 4 February 2021 at 10.00 a.m.

at 6th Floor, 2 Grand Canal Square, Dublin 2, D02 A342, Ireland

Your attention is drawn to the letter from the Chair of the Company which is set out on pages 8 to 22 of this Circular, which contains the recommendation of the Board to Shareholders to vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting referred to below. You should read this Circular in its entirety and consider whether or not to vote in favour of the Resolutions in light of the information contained in this Circular.

Notice of the Extraordinary General Meeting of Yew Grove REIT plc to be held at 6th Floor, 2 Grand Canal Square, Dublin 2, D02 A342, Ireland on Thursday 4 February 2021 at 10.00 a.m. is set out in this Circular.

A Form of Proxy for use at the Extraordinary General Meeting is enclosed. If you wish to validly appoint a proxy, the Form of Proxy should be completed and signed in accordance with the instructions printed thereon, and returned by post to the

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Company's Registrar, Link Registrars Limited at P.O. Box 1110, Maynooth, Co. Kildare, Ireland (if delivered by post) or Level 2, Block C, Maynooth Business Campus, Maynooth, Co. Kildare, W23 F854, Ireland (if delivered by hand) as soon as possible but in any event so as to be received by the Company's Registrar no later than 10.00 a.m. on 2 February 2021.

Alternatively, electronic proxy appointment is also available for the Extraordinary General Meeting. This facility enables Shareholders to appoint a proxy by electronic means by logging on to the website of the Company's Registrar, Link Registrars Limited: www.signalshares.comentering the Company name, Yew Grove REIT plc. You will need to register an account by clicking on "registration section" (if you have not registered previously) and following the instructions thereon.

For those Shareholders who hold Shares in CREST, a Shareholder may appoint a proxy by completing and transmitting a CREST Proxy Instruction to the Company's Registrar, Link Registrars Limited (CREST participant ID 7RA08). In each case the proxy appointment must be received electronically by no later than 10.00 a.m. on 2 February 2021.

Important Note

This Circular contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events, including Migration, and the Company's future financial condition and performance. These statements, which sometimes use words such as "aim", "anticipate", "believe", "may", "will", "should", "intend", "plan", "assume", "estimate", "expect" (or the negative thereof) and words of similar meaning, reflect the directors' current beliefs and expectations and involve known and unknown risks, uncertainties and assumptions, many of which are outside the Company's control and difficult to predict (certain of which are set out in this Circular with respect to Migration).

Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. In light of these risks, uncertainties and assumptions, the events described in the forward- looking statements in this Circular may not occur. The information contained in this Circular, including the forward looking statements, speaks only as of the date of this Circular and is subject to change without notice and the Company does not assume any responsibility or obligation to, and does not intend to, update or revise publicly or review any of the information contained herein save where indicated in this Circular, whether as a result of new information, future events or otherwise, except to the extent required by Euronext Dublin, the Central Bank of Ireland, the London Stock Exchange or by applicable law.

Information in this Circular in relation to the process of Migration and/or Market Migration (as defined in Part 9 of this Circular) is based on information contained in the Euroclear Bank SA/NV ("Euroclear Bank") Migration Guide (Version 2, October 2020) ("EB Migration Guide"), to which the attention of all Shareholders holding Migrating Shares (as defined in Part 9 of this Circular) is specifically drawn. The EB Migration Guide has been made available for inspection, in the manner outlined in paragraph 9 of Part 1 of this Circular.

In addition, information in this Circular in relation to the service offering available following Migration from Euroclear Bank in the case of participants in the securities settlement system operated by Euroclear Bank ("Euroclear System") ("EB Participants") and from Euroclear UK & Ireland Limited ("EUI") in the case of CREST Depository Interests ("CDI") holders is based on information contained in the EB Services Description, the EB Rights of Participants Document and the CREST International Manual respectively (each as defined in Part 9 of this Circular). All three documents have been made available for inspection, in the manner outlined in paragraph 9 of Part 1 of this Circular.

In all cases, the versions of the documents from which information contained in this Circular is drawn is the last published document as of the Latest Practicable Date.

Shareholders intending to hold their interests in Migrating Shares via the Euroclear System or CREST should carefully review the EB Migration Guide, the EB Services Description and the EB Rights of Participants Documents (including any updated versions thereof to the extent they are published after the date of this Circular), together with the additional documentation made available for inspection as set out in paragraph 9 of Part 1 of this Circular and should consider those documents and consult with their stockbroker or other intermediary in making their decisions with respect to their Migrating Shares.

The Company is not making any recommendation with respect to the manner in which Shareholders should hold their interests in the Company prior to, on, or subsequent to, the Migration. No reliance should be placed on the contents of this Circular for the purposes of any decision in that regard.

It should also be noted that while the Company is proposing, and the Board is recommending, the Resolutions and, subject to approval of those Resolutions, anticipates consenting and otherwise seeking to fulfil all of the conditions necessary to participate in Market Migration, the Company itself is not directly involved in effecting the process of Migration, which is effected by Euroclear Bank and other relevant parties in conjunction with EUI in accordance with the provisions of the EB Migration Guide and pursuant to the Migration Act.

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IMPORTANT INFORMATION - CORONAVIRUS (COVID-19)

Yew Grove REIT plc (the "Company" or "Yew Grove") considers the well-being of Shareholders, employees and attendees a top priority. Based on the latest available guidance from the Health Service Executive ("HSE") in Ireland, we expect the EGM to proceed on 4 February 2021 but under very constrained circumstances.

In line with the measures advised by the HSE and Irish Government recommendations on public gatherings, we have put in place a number of measures to minimise the risk of spreading the Coronavirus (Covid-19) at the EGM and we encourage all Shareholders, on this occasion, to complete and return their Forms of Proxy as soon as possible to ensure their vote is registered at the EGM and to minimise the need to attend in these unprecedented circumstances.

Given the severity of the circumstances and the health risks involved, the Directors will take all appropriate safety measures to ensure the safety of any attendees and others involved in the EGM, including restricting attendance at the EGM, should it be deemed necessary ordesirable.

Voting

Proxy voting can be carried out in advance of the EGM by availing of one of the following options:

• postal voting by completing the Form of Proxy enclosed;
• via telefax by submitting the completed Form of Proxy enclosed to [phone];
• via website of the Company's registrars, Link Registrars Limited at www.signalshares.com; or
• via the CREST electronic proxy appointment service for those Shareholders who are CREST members, CREST sponsored members or CREST members who have appointed voting service providers.

For further instructions on proxy voting, please see the enclosed Form of Proxy and the Notes to the Notice of EGM in this document.

Questions

Shareholders may submit questions relating to the business of the meeting in advance (so as to be received no later than 10:00 a.m. on 2 February 2021) by email to [e-mail]. Questions submitted using this method will be posted in a statement on the Company'swebsite.

Updates

The Board encourages Shareholders to check Regulatory Information Services and the Company's website http://www.ygreit.com/investorsfor any updates in relation to the EGM. Shareholders are also encouraged to keep up to date with Government announcements and to follow HSE/World Health Organization guidance.

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	TABLE OF CONTENTS
		Page
EXPECTED TIMETABLE OF PRINCIPAL EVENTS ........................................................................	5
PART 1	LETTER FROM THE CHAIR OF YEW GROVE REIT PLC ....................................	8
PART 2	QUESTIONS AND ANSWERS IN RELATION TO THE MIGRATION ................	23
PART 3	FURTHER INFORMATION PROVIDED FOR THE PURPOSE	OF
	SECTION 6(1) OF THE MIGRATION ACT.............................................................	28
PART 4	COMPARISON OF THE EUROCLEAR BANK AND EUI SERVICE
	OFFERINGS ...............................................................................................................	31
PART 5	OVERVIEW OF BELGIAN LAW RIGHTS .............................................................	39
PART 6	OVERVIEW OF CREST DEPOSITORY INTERESTS ............................................	46
PART 7	TAX INFORMATION IN RESPECT OF THE MIGRATION..................................	50
PART 8	PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION...............	65
PART 9	DEFINITIONS ............................................................................................................	69
APPENDIX 1 NOTICE OF EXTRAORDINARY GENERAL MEETING ......................................	76
APPENDIX 2 RIGHTS OF MEMBERS OF IRISH-INCORPORATED PLCS UNDER THE
	COMPANIES ACT THAT ARE NOT DIRECTLY EXERCISABLE UNDER
	THE EUROCLEAR BANK SERVICE OFFERING..................................................	81

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