Secured Income Fund : Circular re B Share Scheme 26 02 2021

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other appropriately qualified independent financial adviser, authorised under the Financial Services and Markets Act 2000 (as amended) ("FSMA") if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside of the United Kingdom.

If you have sold or otherwise transferred all of your Shares in Secured Income Fund plc (the "Company") you should pass this document (but not any Form of Proxy) as soon as possible to the purchaser or transferee or to the person through whom the sale or transfer was effected for transmission to the purchaser or transferee.

SECURED INCOME FUND PLC

(incorporated and registered in England and Wales with registered number 09682883, an investment company within the meaning of Section 833 of the Companies Act 2006)

Proposed adoption of a B Share Scheme to allow for the return of capital to Shareholders

and

Notice of General Meeting

Notice of a General Meeting of the Company to be held at 16 Charlotte Square, Edinburgh EH2 4DF at 1.30 p.m. on 23 March 2021 is set out at the end of this document. Given the risks posed by the spread of COVID 19 and in accordance with Government guidance, including the rules on physical distancing and limitations on public gatherings, physical attendance at the General Meeting will not be possible. Arrangements will be made by the Company to ensure that a minimum number of Shareholders required to form a quorum will attend the General Meeting in order that the meeting may proceed.

All Shareholders are encouraged to vote in favour of the Resolutions to be proposed at the General Meeting and if the Ordinary Shares are not held directly, to arrange for their nominee to vote on their behalf. Given Shareholders and third parties will be unable to attend the General Meeting in person, Shareholders are strongly encouraged to appoint the Chairman of the General Meeting as their proxy to vote on their behalf. To be valid, the Form of Proxy must be completed, signed and returned in accordance with the instructions printed thereon to be received by the Registrars, Link Group, as soon as possible and, in any event, by no later than 1.30 p.m. on 19 March 2021. If you hold your Ordinary Shares in uncertificated form (i.e. in CREST) you may vote using the CREST electronic voting service in accordance with the procedures set out in the CREST Manual (please also refer to the accompanying notes to the Notice of the General Meeting set out at the end of this document). Proxies submitted via CREST for the General Meeting must be transmitted so as to be received by the Registrars as soon as possible and, in any event, by no later than 1.30 p.m. on 19 March 2021.

No application will be made to the Financial Conduct Authority or to the London Stock Exchange for any of the B Shares to be admitted to the Official List or to trading on the London Stock Exchange'smain market for listed securities, nor will any of the B Shares be listed or admitted to trading on any other securities or investment exchange.

The availability of the B Share Scheme and a Return of Capital to Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction in which they are located. Persons who are not resident in the United Kingdom should read the paragraph headed "Overseas Shareholders" set out in Part 2 of this Circular and should inform themselves about, and observe, any applicable legal or regulatory requirements.

The B Shares will not be registered under the US Securities Act or with any state or other jurisdiction of the United States, and none of the B Shares may be reoffered, resold, pledged, or otherwise transferred in or into the United States or to any US persons except pursuant to a transaction that has been registered under the US Securities Act and with the relevant state and other jurisdictions or a transaction that is exempt from, or otherwise not subject to, the securities laws of such jurisdictions.

Neither the B Shares nor this document have been approved, disapproved or otherwise recommended by any US federal or state securities commission or other regulatory authority or any non US securities commission or regulatory authority, nor have such authorities passed upon or endorsed the merits of the B Share Scheme or a Return of Capital or confirmed the accuracy or determined the adequacy of this Circular. Any representation to the contrary is a criminal offence in the United States.

This Circular does not constitute an invitation to participate in the B Share Scheme or a Return of Capital in or from any jurisdiction in or from which, or to or from whom, it is unlawful to make such offer or participate under applicable securities laws or otherwise.

This document should be read as a whole. Your attention is drawn to the letter from the Chairman of the Company which is set out on pages 5 to 11 of this document and which recommends that you vote in favour of the Resolutions to be proposed at the General Meeting. Your attention is drawn to the section entitled "Action to be Taken" on page 10 of this document.

CONTENTS

EXPECTED TIMETABLE OF EVENTS ..................................................................................... 4

PART 1 LETTER FROM THE CHAIRMAN .............................................................................. 5

PART 2 DETAILS OF THE B SHARE SCHEME .................................................................... 12

PART 3 RIGHTS AND RESTRICTIONS ATTACHED TO B SHARES .................................. 16

PART 4 RISK FACTORS ........................................................................................................ 19

PART 5 UNITED KINGDOM TAXATION ............................................................................... 21

PART 6 ADDITIONAL INFORMATION .................................................................................. 24

DEFINITIONS .......................................................................................................................... 25

NOTICE OF GENERAL MEETING .......................................................................................... 28

EXPECTED TIMETABLE OF EVENTS

Latest time for receipt of Forms of Proxy

General Meeting

Record Date in respect of first Return of Capital

2021

1.30 p.m. on 19 March 1.30 p.m. on 23 March 6.00 p.m. on 23 March

Redemption Date in respect of first Return of Capital

24 March

Payment date: (i) cheques posted to Shareholders; and (ii) CREST holders credited with funds, in respect of first Return of Capital

Notes:

1.

31 March

The above times and/or dates are indicative only and may change. If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders through an RIS Announcement and, if required, the publication of a supplementary circular.

2.

All references to times in this Circular are to London times unless otherwise stated.