PRS REIT : Notice of Annual General Meeting 2023

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from

your stockbroker or other independent adviser authorised under the Financial Services and Markets Act 2000.

If you have recently sold or transferred all of your shares in The PRS REIT plc, please forward this document, together with the accompanying documents, as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

(Incorporated in England & Wales under the Companies Act 2006, Registered No 10638461)

Notice of Annual General Meeting

Notice of the Annual General Meeting which has been convened for Monday 4 December 2023 at 2.00 p.m. at the offices of Dentons UK and Middle East LLP, One Fleet Place, London EC4M 7RA is set out on pages 3 to 5 of this document.

To be valid, Forms of Proxy must be completed and returned in accordance with the instructions printed thereon so as to be received by the Company's registrar, Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL, as soon as possible and in any event so as to be received not later than 2.00 p.m. on Thursday 30 November 2023.

Directors	Registered Office
Stephen Paul Smith	Floor 3, 1 St. Ann Street
David Steffan Francis	Manchester
Roderick Macleod MacRae	M2 7LR
Geeta Nanda
Jim Prower
Karima Fahmy - appointed with effect from 10 October 2023
9 October 2023
Dear Shareholder
The PRS REIT plc ("Company" or "Group")
2023 Annual General Meeting ("AGM" or "Annual General Meeting")

The Company will be holding its 2023 Annual General Meeting at 2.00 p.m. on Monday 4 December 2023 at the offices of Dentons UK and Middle East LLP, One Fleet Place, London EC4M 7RA. The formal notice of AGM and the resolutions to be proposed are set out on pages 3 to 5 of this document.

If you would like to vote on the resolutions, please fill in the Form of Proxy sent to you with this notice and return itto the Company's registrar, Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL, as soon as possible. The completed Form of Proxy must be received by the Company's registrar no later than 2.00 p.m. on 30 November 2023.

We, as the Board of Directors of the Company, would like to encourage shareholders to participate in the AGM and to make use of this opportunity to raise questions to the Board. If you would like to submit a question in advance, please email: [e-mail]. The Board will endeavour to answer all questions relating to the Company's business unless answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information.

Recommendation

The Board considers that all resolutions contained in this Notice of AGM are in the best interests of the Company and are most likely to promote the success of the Company for the benefit of its shareholders as a whole. TheBoard unanimously recommend that you vote in favour of the proposed resolutions as the Directors intend to do in respect of their own beneficial holdings.

Yours sincerely

Stephen Smith

Chair

(Company Number: 10638461)

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NOTICE IS HEREBY GIVEN that the Annual General Meeting ("Meeting") of The PRS REIT plc ("Company") will be held at 2.00 p.m. on Monday 4 December 2023 at the offices of Dentons UK and Middle East LLP, One Fleet Place, London EC4M 7RA.

You will be asked to consider and, if thought fit, approve the following resolutions. Resolutions 1 to 11 (inclusive) will be proposed as ordinary resolutions and resolutions 12 to 15 (inclusive) will be proposed as special resolutions.

For further information on all resolutions, please refer to the Explanatory Notes, which can be found on pages 6 to 11 of this document.

ORDINARY RESOLUTIONS

Report and Accounts

1. To receive and adopt the audited financial statements of the Company for the financial year ended 30 June 2023 together with the reports of the Directors and Auditor on those financial statements ("Annual Report and Accounts").

Directors' Remuneration Report

2. To approve the Directors' Remuneration Report (excluding the part containing the Directors' Remuneration Policy), contained within the Annual Report and Accounts for the financial year ended 30 June 2023.

Directors

1. To re-appoint Stephen Smith as a non-executive director of the Company.
2. To re-appoint Steffan Francis as a non-executive director of the Company.
3. To re-appoint Roderick MacRae as a non-executive director of the Company.
4. To re-appoint Geeta Nanda as a non-executive director of the Company.
5. To appoint Karima Fahmy as a non-executive director of the Company.

Auditor

1. To re-appoint RSM UK Audit LLP as the independent Auditor of the Company, to hold office until the conclusion of the next annual general meeting at which accounts are laid before the Company.
2. To authorise the Audit Committee to determine the Auditor's remuneration.

Dividend

10. To authorise the Directors to declare and pay all dividends of the Company as interim dividends and for the last dividend referable to a financial year not to be categorised as a final dividend that is subject to shareholder approval.

Directors' Authority to Allot Shares

11. That the Directors be generally and unconditionally authorised, for the purposes of section 551 of the Companies Act 2006 (the "Act"), to exercise all the powers of the Company to:

1. allot shares of £0.01 each in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £1,830,838; and
2. allot equity securities (as defined in section 560 of the Act) up to an aggregate nominal value of £3,661,676 (such amount to be reduced by the nominal amount of any shares allotted or rights granted under paragraph (a) of this resolution 11) in connection with a fully pre-emptive offer to:
3. 1. holders of ordinary shares in the Company ("Ordinary Shares") in proportion (as nearly as may be practicable) to the respective numbers of Ordinary Shares held by them; and
   2. holders of other equity securities, as required by the rights of those securities or, subject to such rights, as the Directors of the Company otherwise consider necessary,

and so that the Directors of the Company may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements or securities represented by depositary receipts, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or the requirement of any regulatory body or stock exchange or any other matter.

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This authority shall apply in substitution for all previous authorities (but without prejudice to the validity of any allotment pursuant to such previous authority) and shall expire at the end of the next Annual General Meeting of the Company or on the date falling 15 months after the date of this resolution, whichever is earlier, save that under each authority the Company may, before such expiry, make any offers or agreements which would or might require shares to be allotted or rights granted to subscribe for or convert any security into shares after such expiry and the Directors may allot shares or grant such rights to subscribe for, or to convert any security into, shares (as the case may be) in pursuance of any such offer or agreement as if the relevant authority conferred by this resolution had not expired.

SPECIAL RESOLUTIONS

Disapplication of pre-emption rights

12. That, subject to the passing of resolution 11 above, the Directors be generally and unconditionally authorised for the purposes of section 570 and section 573 of the Act to allot equity securities (within the meaning of section 560 of the Act) for cash either pursuant to the authority conferred by resolution 11 or where the allotment constitutes an allotment by virtue of section 560(3) of the Act, in each case as if section 561 of the Act did not apply to any such allotment, provided that this authority shall be limited to:

1. the allotment of equity securities in connection with an offer of equity securities (but in the case of an allotment pursuant to the authority granted under paragraph (b) of resolution 11, such power shall be limited to the allotment of equity securities in connection with a fully pre-emptive offer) to:
2. 1. the holders of Ordinary Shares in proportion (as nearly as may be practicable) to the respective numbers of Ordinary Shares held by them; and
   2. holders of other equity securities, as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary,

and so that the Directors of the Company may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements or securities represented by depositary receipts, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or the requirement of any regulatory body or stock exchange or any other matter; and

1. the allotment of equity securities (otherwise than pursuant to paragraph (a) of this resolution 12), up to an aggregate nominal amount of £549,251.

This power shall (unless previously renewed, varied or revoked by the Company in a general meeting) expire at the conclusion of the next Annual General Meeting of the Company following the passing of this resolution or on the date falling 15 months after the date of this Annual General Meeting, whichever is earlier, save that the Company may before the expiry of this authority make any offers or enter into any agreements which would or might require equity securities to be allotted (or treasury shares sold) after such expiry and the Directors may allot equity securities (or sell treasury shares) in pursuance of any such offers or agreements as if the authority conferred by this resolution had not expired.

13. That, subject to the passing of resolution 11, the Directors be generally and unconditionally authorised for the purposes of section 570 and section 573 of the Act in addition to any authority granted under resolution 12 above, to allot equity securities (within the meaning of section 560 of the Act) for cash either pursuant to the authority conferred by resolution 11 or where the allotment constitutes an allotment by virtue of section 560(3) of the Act, in each case as if section 561 of the Act did not apply to any such allotment, provided that this authority shall be limited to:

1. the allotment of equity securities up to an aggregate nominal amount of £549,251; and

b) use only for the purpose of financing (or refinancing, if the authority is to be used within twelve months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles of Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice.

This power shall (unless previously renewed, varied or revoked by the Company in a general meeting) expire at the conclusion of the next Annual General Meeting of the Company following the passing of this resolution or on the date falling 15 months after the date of this Annual General Meeting, whichever is earlier, save that the Company may before the expiry of this authority make any offers or enter into any agreements which would or might require equity securities to be allotted (or treasury shares sold) after such expiry and the Directors may allot equity securities (or sell treasury shares) in pursuance of any such offers or agreements as if the authority conferred by this resolution had not expired.

Authority to purchase own shares

14. To authorise the Company generally and unconditionally to make market purchases (within the meaning of section 693(4) of the Act) of Ordinary Shares of £0.01 on such terms and in such manner as the Directors may from time to time determine, provided that:

1. the maximum aggregate number of Ordinary Shares hereby authorised to be acquired between the date of this resolution and the date of the Company's AGM to be held in 2024 shall be 82,332,793 (14.99 per cent of the issued ordinary share capital) as at the passing of this resolution;

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1. the minimum price (excluding expenses) which may be paid for any Ordinary Share is £0.01;
2. the maximum price (excluding expenses) which may be paid for any Ordinary Share is the higher of:
3. 1. an amount equal to 105 per cent of the average of the middle market quotations for such Ordinary Share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such Ordinary Share is contracted to be purchased; and
   2. the higher of (a) the price of the last independent trade and (b) the highest current independent bid for such Ordinary Share on the trading venues where the market purchases by the Company pursuant to the authority conferred by this resolution will be carried out;
4. this authority shall expire at the end of the Company's AGM to be held in 2024 or on the date falling 15 months after the date of this AGM, whichever is earlier, unless previously renewed, varied or revoked by the Company in general meeting;
5. the Company may make a contract to purchase its Ordinary Shares under the authority hereby conferred prior to the expiry of such authority, which contract would or might require the Company to purchase its Ordinary Shares after such expiry and the Company shall be entitled to purchase its Ordinary Shares pursuant to any such contract as if the power conferred hereby had not expired; and
6. any Ordinary Shares bought back under the authority hereby granted may, at the discretion of the Directors, be cancelled or held in treasury and, if held in treasury, may be resold from treasury or cancelled.

Notice period for general meetings other than annual general meetings

15. That a general meeting, other than an Annual General Meeting, may be called on not less than 14 clear days' notice.

By order of the Board

Hanway Advisory Limited

Company Secretary

The PRS REIT plc

Registered Office:

Floor 3, 1 St. Ann Street

Manchester, M2 7LR

(Company Number: 10638461)

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