Black Sea Property Fund : Notice of Extraordinary General Meeting

08d48e0d-fed9-4d0e-93b5-b65ade27784f.pdf The Black Sea Property Fund Limited

(A company incorporated in Jersey with registration number 89392)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the Shareholders of The Black Sea Property Fund Limited (the "Company") will be held at 4th Floor, St. Paul's Gate, 22-24 New Street, St. Helier, Jersey, JE1 4TR, Channel Islands at 10.30 a.m on Monday 20 June 2016 for the following purposes:

SPECIAL BUSINESS

To consider and, if thought fit, pass the following resolution as a special resolution:

1. THAT subject to and conditional upon continuance of the Company in the Isle of Man, the current memorandum and articles of association of the Company be replaced in their entirety on and with effect from such continuance with a new memorandum and articles of association in the form referred to in the Chairman's letter which accompanies and is dated the same date as the Notice convening this meeting (the "New Memorandum and Articles of Association").

   To consider and, if thought fit, pass the following resolution as an Extraordinary Resolution of the holders of the Participating Shares in accordance with article 19.00 of the current articles of association of the Company:

2. THAT subject to and conditional upon continuance of the Company in the Isle of Man and the passing of resolution 1 above, any variation or modification of rights attaching to the Participating Shares and any re-designation and/or re-denomination of such shares resulting from, or in connection with, the adoption by the Company upon continuance in the Isle of Man of the New Memorandum and Articles of Association be and is hereby approved.

By Order of the Board

Company Secretary 4th Floor

St. Paul's Gate 22-24 New Street St. Helier

Jersey JE1 4TR

Channel Islands

Registered Office: 4th Floor

St. Paul's Gate 22-24 New Street St. Helier

Jersey JE1 4TR

Channel Islands

Date: 27 May 2016

NOTES TO THE NOTICE OF EGM

1. A shareholder of the Company entitled to attend and vote at the meeting convened by the notice set out above is entitled to appoint a proxy to attend and, on a poll, to vote in his/her place. A proxy may demand, or join in demanding, a poll. A proxy need not be a shareholder of the Company.

2. A shareholder may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. A shareholder may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, a shareholder should contact Share Registrars Limited, Suite E, First Floor, 9 Lion and Lamb Yard, Farnham, Surrey GU9 7LL.

3. An instrument for the purposes of appointing a proxy is enclosed (the "Form of Proxy") . To be valid, the instrument and the power of attorney or other authority (if any) under which it is

   signed, or a notarially certified copy of such power of authority, must be received at Share Registrars Limited, Suite E, First Floor, 9 Lion and Lamb Yard, Farnham, Surrey GU9 7LL 48 hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote or, in the case of a poll, before the time appointed for taking the poll and, in default, the instrument shall not be treated as valid.

4. In the case of a shareholder which is a company, the instrument appointing a proxy must be executed under the shareholder's common seal (or in any other manner permitted by law and having the same effect as if executed under seal) or under the hand of a duly authorised officer, attorney or other person.

5. Completion of the instrument appointing a proxy does not preclude a shareholder from subsequently attending and voting at the meeting in person if he/she so wishes. If a shareholder appoints a proxy and then attends the meeting in person, the proxy appointment will automatically be terminated.

6. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority will be determined by the order in which the names stand in the register of shareholders in respect of the joint holding.

7. Pursuant to Article 40 of the Companies (Uncertificated Securities) (Jersey) Order 1999, the Company specifies that only those members entered on the register of shareholders of the Company as at 10.30 a.m. (BST) on 16 June 2016 or, if the meeting is adjourned, 48 hours before the time fixed for the adjourned meeting shall be entitled to attend and vote at the meeting in respect of the number of shares registered in their name at that time. Changes to entries on the register of members after 10.30 a.m. (BST) on 16 June 2016 or, if the meeting is adjourned, on the register of members 48 hours before the time fixed for the adjourned meeting shall be disregarded in determining the rights of any person to attend or vote at the meeting.

8. Copies of the chairman's letter and the EGM notice are available during business hours on any business day up to and including the date of the EGM at 4th Floor, St Paul's Gate, 22-24 New Street, St Helier, Jersey, JE1 4TR, Channel Islands.

9. Any amendments you make to the Form of Proxy must be initialled by you.