Industrial Multi Property Trust : 2017-04-10 Notice and Circular for EGM 11-05-2017

THIS DOCUMENT 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 or the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if outside the United Kingdom, another appropriately authorised financial adviser, immediately.

If you sell or have sold or otherwise transferred all of your Shares you should send this Circular and the accompanying Form of Proxy as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. However, such documents should not be distributed, forwarded or transmitted in or into the United States, Canada, Australia or Japan or into any other jurisdiction if to do so would constitute a violation of the relevant laws and regulations in such other jurisdiction. If you sell or have sold or otherwise transferred only part of your holding, please consult the bank, stockbroker or other agent through which the sale or transfer was effected.

Industrial Multi Property Trust PLC

(A closed-ended investment company incorporated in the Isle of Man with registered number 106038C)

Circular to Shareholders and Notice of Extraordinary General Meeting

An Extraordinary General Meeting of the Shareholders will be held at IOMA House, Hope Street, Douglas, Isle of Man, IM1 1AP at 11.00 a.m. on 11 May 2017. Notice of the EGM is set out at the end of this Circular.

The Form of Proxy for use at the EGM accompanies this Circular and, to be valid, should be completed and returned in accordance with the instructions set out thereon as soon as possible but in any event so as to reach Capita Asset Services at PXS1, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible and in any event not later than 11.00 a.m. on

1. May 2017. Completion and return of the Form of Proxy will not preclude Shareholders from attending and voting in person at the EGM, should they so wish.

   Your attention is drawn to the letter from the Chairman of the Company, which confirms the Independent Directors' unanimous recommendation that you vote FOR the Ratification Resolution (Resolution 4) to be proposed at the EGM. Your attention is also drawn to the section entitled "Action to be Taken" on page 4 of this Circular.

   Defined terms used in this Circular have the meanings given to them in the section headed "Definitions" in part II of this Circular.

   EXPECTED TIMETABLE OF PRINCIPAL EVENTS

   Announcement and posting of Circular 10 April 2017

   Latest time and date for receipt of completed Forms of Proxy, 11.00 a.m. on 9 May 2017 electronic proxy appointments and CREST electronic proxy

   instructions for use at the Extraordinary General Meeting

   Extraordinary General Meeting 11.00 a.m. on 11 May 2017 Announcement of results of the Extraordinary General Meeting 11 May 2017

   Each of the times and dates in the expected timetable of principal events may be extended or brought forward without notice. If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notified to Shareholders by an announcement through an RIS. All references are to London time unless otherwise stated.

   PART I

   LETTER FROM THE CHAIRMAN Industrial Multi Property Trust PLC

   (A closed-ended investment company incorporated in the Isle of Man with registered number 106038C)

   Directors: Registered Office:

   Jonathan Clague (Chairman) Industrial Multi Property Trust PLC Geoffrey Black IOMA House

   Derek Heathwood Hope Street

   Donald Lake Douglas

   Sarah Jane Lindsay Isle of Man IM1 1AP

   Mark Rattigan Philip Scales

   Dear Shareholder

   Circular to Shareholders and Notice of Extraordinary General Meeting

2. April 2017

1. INTRODUCTION

   On 23 March 2017, the Company announced that it had received a letter from Alpha Real Trust requisitioning another extraordinary general meeting of the Company. Alpha Real Trust has proposed three Resolutions, being the Requisitioned Resolutions, which are related to the Company's on-going relationship to Hansteen.

   On 23 March 2017, Hansteen announced that its Offer had been declared unconditional in all respects and that Hansteen either held or had received valid acceptances of the Offer in respect of a total of 4,336,732 Shares, representing approximately 51.56 per cent. of the current issued share capital of the Company. As at 7 April 2017, Hansteen either held or had received valid acceptances of the Offer in respect of a total of 4,352,262 Shares, representing approximately 51.75 per cent. of the current issued share capital of the Company and, accordingly, the Company became a subsidiary of Hansteen.

   On 17 February 2017, the Company announced that, assuming the Offer became or was declared unconditional, Hansteen intended (as soon as it was appropriate and possible to do so) to procure the removal of the Shares from trading on the SFS.

   On 6 April 2017, a resolution was proposed at a meeting of the Board that the Company file notice with the LSE to cancel trading of the Shares on the SFS (the "Cancellation"). The Company is not required to seek the approval of Shareholders in order for it to effect the Cancellation. However, as a matter of good governance, the Independent Directors believe it is appropriate that the decision of the Board to proceed with the Cancellation should be ratified by the Shareholders. Accordingly, in order to be effective, the resolution of the Board to proceed with the Cancellation must be ratified by the Shareholders. The Board has therefore proposed a fourth Resolution to be considered at the EGM alongside the three Resolutions proposed by Alpha Real Trust.

   The Independent Directors, each having tendered their resignation, have all subsequently agreed to remain on the Board for a transitional period to address the requirement in the Company's articles of association that a majority of the Directors must at all times be resident outside of the United Kingdom (all four Independent Directors are residents of the Isle of Man), to provide continuity, and

   to reflect the fact that approximately 21.6% of Shareholders who have not yet accepted the Offer are not known to be associated with either Hansteen or Alpha Real Trust.

   Hansteen has confirmed to the Company that it intends to close the Offer for further acceptance on the earlier of: (i) if the Ratification Resolution is passed, at 1.00 p.m. on a date which is at least 14 days after the date on which the Cancellation takes effect; and (ii) if the Ratification Resolution is not passed, at 1.00 p.m. on a date which is at least 14 days after the date of the EGM.

   Alpha Real Trust is managed by Alpha Real Capital LLP, which is also the investment adviser and manager to the Company. On 17 February 2017, the Company announced, in connection with the announcement of the Offer, that notice to terminate the advisory agreement with Alpha Real Capital LLP had been served by the Company on Alpha Real Capital LLP. Since Mark Rattigan is a director of the Company and also Chief Operating Officer of Alpha Real Capital LLP, he is not considered independent and has therefore not taken part in the deliberations regarding the EGM.

   In addition, following the Offer being declared wholly unconditional, Derek Heathwood and Sarah Jane Lindsay were both appointed to the Board on 27 March 2017. Since Derek Heathwood is UK Property Director for Hansteen and Sarah Jane Lindsay is Head of UK Asset Management at Hansteen, they are not considered independent and have therefore not taken part in the deliberations regarding the EGM.

2. NOTICE OF EGM AND FORM OF PROXY

   Set out at the end of this letter is a formal notice convening an EGM to be held at IOMA House, Hope Street, Douglas, Isle of Man, IM1 1AP on 11 May 2017 at 11.00 a.m. A Form of Proxy is also enclosed.

3. ACTION TO BE TAKEN

Taking into account the forthcoming closure of the Offer and resulting position of the Company, the Independent Directors are providing no recommendation as to whether Shareholders should vote for or against the Requisitioned Resolutions (being Resolutions 1-3 (inclusive)).

The Independent Directors unanimously recommend Shareholders vote FOR the Ratification Resolution (being Resolution 4) to be proposed at the EGM.

Whether Shareholders vote for or against the Resolutions will depend on each Shareholder's circumstances and is a decision which each Shareholder must make for itself in light of its individual circumstances and personal investment objectives.

Whether or not you intend to be present at the EGM, you are requested to complete and return the Form of Proxy so as to reach Capita Asset Services at PXS1, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible and, in any event, not later than 11.00 a.m. on 9 May 2017.

If you are in any doubt as to what action you should take, you are recommended to seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000, or, if outside the United Kingdom, another appropriately authorised financial adviser, immediately.

Yours faithfully

Jonathan Clague

Chairman