NOTICE OF ANNUAL GENERAL MEETING Notice of Annual General Meeting Circle Property Plc Incorporated and registered in Jersey under the Companies (Jersey) Law 1991 with registered number 120165 NOTICE is hereby given that the fourth Annual General Meeting of Circle Property Plc (the Company) will be held at 3rd Floor, Standard Bank House, 47-49 La Motte Street, St Helier, Jersey JE2 4SZ on 20 August 2019 at 2:30 p.m. to: Consider and, if thought fit, pass the following resolutions which will be proposed as ordinary resolutions: 1 THAT the Company’s accounts for the year ended 31 March 2019 together with the directors’ and the auditors’ reports on those accounts be and are hereby approved. 2 THAT the payment of a dividend to shareholders, in the aggregate sum of £933,793.14, being 3.3 pence per share, as a final dividend in respect of the year ended 31 March 2019 be and is hereby approved. 3 THAT Damian Jepson be elected as a non-executive director in accordance with the Company’s Articles of Association. 4 THAT KPMG be reappointed as auditors to hold office from the conclusion of the meeting to the conclusion of the next meeting at which the accounts are laid before the Company at a remuneration to be determined by the directors. 5 THAT the directors be and they are generally and unconditionally authorised to exercise all the powers of the Company to allot Relevant Securities (within the meaning of the articles of association of the Company (the Articles )) up to an aggregate of 2,855,179 ordinary shares of the Company (representing not more than 10 per cent of the entire issued share capital of the Company immediately following the passing of this resolution) provided that this authority is for a period expiring at the Company’s next annual general meeting but the Company may before such expiry make an offer or agreement which would or might require Relevant Securities to be allotted after such expiry and the directors may allot Relevant Securities in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired. This authority is in substitution for all subsisting authorities, to the extent unused. 6 THAT : a) the amendments to the Circle Property Plc 2016 Long Term Incentive Plan (the LTIP ), the main features of which are summarised on pages 6 to 8 of this notice and the draft amended rules of which have been produced to the meeting and signed by the Chairman for the purposes of identification, be and are hereby approved; and b) the directors be and they are authorised to adopt the amendments and to do all such other acts and things as they may consider appropriate to bring the LTIP, as amended, into effect. 7 THAT subject to the passing of Resolution 6, the directors be authorised to grant the following awards on and subject to the terms of the LTIP, as amended: a) a nil-cost option to John Arnold, the Chief Executive, to acquire up to 137,584 ordinary shares in the capital of the Company with a Performance Period (as such term is defined in the LTIP) commencing on 1 April 2017; b) a nil-cost option to John Arnold, the Chief Executive, to acquire up to 141,023 ordinary shares in the capital of the Company with a Performance Period commencing on 1 April 2018; c) a nil-cost option to Edward Olins, the Chief Operating Officer, to acquire up to 123,826 ordinary shares in the capital of the Company with a Performance Period commencing on 1 April 2017; and d) a nil-cost option to Edward Olins, the Chief Operating Officer, to acquire up to 126,921 ordinary shares in the capital of the Company with a Performance Period commencing on 1 April 2018. Consider and, if thought fit, pass the following resolution which will be proposed as a special resolution: 8 THAT subject to the passing of ordinary resolution 5, the directors be and they are empowered to allot Equity Securities (within the meaning of the Articles) wholly for cash pursuant to the authority conferred by the previous resolution as if article 25.1 of the Articles did not apply to any such allotment, provided that this power shall be limited to the allotment of Equity Securities: a) in connection with an offer of such securities by way of rights issue to holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings of such shares, but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or any legal or practical problems under the laws of any territory, or the requirements of any regulatory body or stock exchange; and b) otherwise than pursuant to sub-paragraph a. above, up to an aggregate number of ordinary shares as represents not more than 10 per cent of the entire issued share capital of the Company immediately following the passing of this resolution, and shall expire on the conclusion of the next annual general meeting of the Company after the passing of this resolution save that the Company may, before such expiry make an offer or agreement which would or might require Equity Securities to be allotted after such expiry and the directors may allot Equity Securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired. By order of the Board Secretary 17 July 2019 Registered Office: 3rd Floor 47-49 La Motte Street St Helier Jersey JE2 4SZ Circle Property Plc Notice of Annual General Meeting 2019 01
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