SCHRODER EUROPEAN REAL ESTATE INVESTMENT TRUST PLC - Publication of circular and notice of general meeting

Publication of circular and notice of general meeting

Schroder European Real Estate Investment Trust PLC
(Incorporated in England and Wales)
Registration number: 09382477
JSE Share Code: SCD
LSE Ticker: SERE
ISIN number: GB00BY7R8K77
(the "Company")


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

7 August 2026

                       Schroder European Real Estate Investment Trust plc

                       Publication of Circular and Notice of General Meeting

Further to the announcement on 24 June 2026, the Board of Schroder European Real Estate
Investment Trust plc (the "Company" or "SEREIT") announces that a circular (the "Circular") to convene
a general meeting (the "General Meeting") will be published today and sent to Shareholders, to allow
them to consider and, if thought fit, approve a change to SEREIT's investment objective and policy and
to amend SEREIT's Existing Articles in order to implement a Managed Wind-Down of the Company.

Under the proposed Managed Wind-Down process, the Board will endeavour to realise all of the
Company's investments in a cost-effective manner, balancing the goal of maximising value from these
investments with the timely return of capital to Shareholders. Realisations may take the form of single
asset or multi-asset disposals, with the proceeds used to repay borrowings and make timely returns of
capital to Shareholders.

The adoption of the amended investment objective and policy is conditional on Shareholder approval
by way of an ordinary resolution requiring the approval of a majority of the Company's shares voted at
the General Meeting (whether in person or by proxy). The amendment to the Existing Articles is
conditional on Shareholder approval by way of a special resolution which requires at least 75 per cent.
of the votes cast at the General Meeting (whether in person or by proxy) to be in favour of the resolution
in order for the resolution to be passed.

The Board unanimously recommends that Shareholders vote in favour of the resolutions to be proposed
at the General Meeting.

The Company's diversified portfolio currently totals 14 properties in high-growth locations across
France, Germany and the Netherlands, which should underpin buyer interest, with the Investment
Manager having the added benefit of leveraging the wider Schroders' pan-European platform. Given
the current market backdrop and heightened geopolitical risks, the Managed Wind-Down process is
expected to take approximately two to three years to complete. This timing also allows the Board,
together with the Investment Manager, to execute targeted asset management initiatives to position the
assets for sale and manage the French Tax Litigation.

If the revised investment objective and policy are approved at the General Meeting, the Board also
expects to propose that the Company enters into voluntary liquidation at a point when the realisations
and returns of capital have caused the Company to become too small to justify the costs of retaining a
listing for its Shares or otherwise at a point when the Board considers the Company's remaining portfolio
would be likely to cease, in the near-term future, to continue to provide a spread of investment risk that
is reasonable in the circumstances.
Amendment to the Investment Management Agreement

Conditional upon the adoption of the amended investment objective and policy, the Board and the
Investment Manager intend to amend the terms of the Investment Manager's fee arrangements in light
of the proposed change in strategy to align the interests of the Company, its Shareholders and the
Investment Manager throughout the orderly realisation process.

Details of the proposed amendments to be made to the Investment Management Agreement have been
set out in the Appendix to this announcement and shall, if Shareholders approve the adoption of the
amended investment objective and policy at the General Meeting, be documented in an amendment to
the Investment Management Agreement, effective from the date on which the resolution to approve the
revised investment objective and policy is passed.

The proposed amendments to the Investment Management Agreement are considered to be a relevant
related party transaction under UK Listing Rule 11.5.4R(1) and the details set out in this announcement
are being notified in accordance with UK Listing Rule 8.2.2.

In the opinion of the Board the proposed amendments to the Investment Management Agreement are
fair and reasonable as far as Shareholders are concerned and the Directors have been so advised by
Panmure Liberum Limited (acting in its capacity as sponsor to the Company). In providing its advice to
the Board, Panmure Liberum Limited has taken into account the Board's commercial assessment of
the Proposals.

The Resolutions will be proposed at a General Meeting to be held at the offices of Schroder European
Real Estate Investment Trust plc, 1 London Wall Place, London, EC2Y 5AU at 10.00 a.m. (London time)
and 11.00 a.m. (Johannesburg time) on 3 September 2026.
                                                                                              2026

Publication of the circular                                                                  7 August

Latest date to trade for South African Shareholders                                         27 August
to be on the South African Register of Members to
be able to participate and vote at the General
Meeting

Record date for Shareholders to be able to                                                1 September
participate and vote at the General Meeting

Latest time and date for receipt of UK Forms of                             10.00 a.m. on 1 September
Proxy or CREST electronic proxy appointments for
the General Meeting

Latest time and date for receipt of South African      11.00 a.m. (Johannesburg time) on 1 September
Forms of Proxy for the General Meeting

General Meeting                                               10.00 a.m. (London time) and 11.00 a.m.
                                                                  (Johannesburg time) on 3 September


The Circular will be made available on the Company's website at www.schroders.co.uk/sereit. For the
avoidance of doubt, neither the contents of this website nor the contents of any websites accessible
from any hyperlinks are incorporated into or form part of this announcement.

A copy of the Circular will also be submitted to the National Storage Mechanism, where it will shortly
be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Capitalised terms used in this announcement have the meanings given to them in the Circular.


 Enquiries:
 Jeff O'Dwyer                                                                  Tel: 020 7658 6000
 Schroder Real Estate Investment Management Limited

 Michelle Taiwo                                                                Tel: 020 7658 6000
 Schroder Investment Management Limited

 David Watkins / Alex Collins                                                  Tel: 020 7886 2500
 Panmure Liberum Limited (Corporate Broker and Financial Adviser)

 Richard Gotla / Ollie Parsons                                                 Tel: 020 3727 1000
 FTI Consulting (PR Adviser)

Important notices

Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively for SEREIT and no-one else in
connection with the matters set out in this document and will not be responsible to anyone other than
SEREIT for providing the protections afforded to customers of Panmure Liberum or for providing
advice in relation to the matters set out in this document. Neither Panmure Liberum nor any of its
affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person who is not a client of Panmure
Liberum in connection with this document, any statement contained herein or otherwise.

The Company has a primary listing on the London Stock Exchange and a secondary listing on the
JSE Limited.

JSE Sponsor

PSG Capital
                                                Appendix

                  Proposed Changes to the Investment Management Agreement

The Board and the Investment Manager have agreed to restructure the Investment Manager's fee
arrangements in light of the proposed change in strategy to align the interests of the Company, its
Shareholders and the Investment Manager throughout the orderly realisation process.

The Investment Management Agreement will, conditional upon the passing of Resolution 1 to be
proposed at the General Meeting, be amended as follows:

Termination provisions

Following the second anniversary from the date on which Resolution 1 is passed at the General Meeting
(the "Second Anniversary") the Company may terminate the Investment Management Agreement by
giving the Investment Manager not less than three months' written notice, and the Investment Manager
may terminate the Investment Management Agreement by giving the Company not less than twelve
months' written notice

Management Fee

The annual management fee shall be payable quarterly in arrears and shall be equal to 0.9 per cent.
per annum of the Net Asset Value of the Company, calculated for each quarter as the midpoint of: (i)
the Net Asset Value as at the start of that quarter; and (ii) the Net Asset Value as at the end of that
quarter, exclusive of VAT (the "Management Fee"), subject to a minimum fee of €500,000 (five hundred
thousand Euros) per annum, exclusive of VAT, (the "Minimum Management Fee"), provided however
that such Minimum Management Fee shall be pro rated for any period that is less than a full financial
year. In the event that the Management Fee is less than the Minimum Management Fee (or pro rated
Minimum Management Fee, as applicable), the Company shall pay to the Investment Manager the
shortfall together with the final monthly payment for that financial year.

Disposal Fees

It is also proposed that the Investment Manager may earn a series of conditional disposal fees, as more
particularly described below. Each disposal fee shall be connected to the sale, transfer or other disposal
for value by the Company of a Property or Property Subsidiary (a "Disposal") or number of Properties
or Property Subsidiaries in the Company's Property Portfolio.

Following completion of a Disposal, the Company shall pay to the Investment Manager a fee equal to
0.7 per cent. of the Net Realised Value of that Disposal (the "Property Disposal Fee"), provided that, in
the event the Investment Manager achieves the Milestone (as defined below), the Property Disposal
Fee payable in respect of each Disposal completed after the date on which the Milestone is achieved
shall be equal to 0.85 per cent. of the Net Realised Value of that Disposal.

In the event that the aggregate Net Realised Value of the Disposals completed on or before the Second
Anniversary is at least equal to 70 per cent. of the June 2026 Portfolio Value (the "Milestone"), the
Company shall pay to the Investment Manager an additional fee equal to 0.15 per cent. of the aggregate
Net Realised Value of the Disposals completed on or before the Second Anniversary (the "Milestone
Disposal Fee"). For the avoidance of doubt, in the event that the Milestone is not achieved, then: (i) no
Milestone Disposal Fee shall be paid by the Company to the Investment Manager; and (ii) the Property
Disposal Fee shall be equal to 0.7 per cent. of the Net Realised Value of each Disposal completed after
the Second Anniversary.

In addition, in the event that completion of the Portfolio Realisation occurs on or before the date falling
three years from the date on which Resolution 1 is passed at the General Meeting (the "Third
Anniversary"), the Company shall pay to the Investment Manager an additional fee equal to 0.10 per
cent. of the aggregate Net Realised Value of the Disposals completed on or before the Third
Anniversary (the "Portfolio Disposal Fee" and, together with the Property Disposal Fee and the
Milestone Disposal Fee, the "Disposal Fees", and, together with the Management Fee, the "Fee"). For
the avoidance of doubt, in the event that completion of the Portfolio Realisation does not occur on or
before the Third Anniversary, then no Portfolio Disposal Fee shall be payable by the Company to the
Investment Manager.

The total Fee payable by the Company to the Investment Manager in any financial year shall not in any
event exceed an amount equal to 4.99 per cent. of the Company's Net Asset Value as at 30 June 2026.
The cap is a technical requirement under the UK Listing Rules and the Board expects the aggregate
Fee to be substantially lower than the cap.

Date: 07-08-2026 08:00:00
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