Industrial Multi Property Trust : 2016-12-01 Circular

Industrial Multi Property Trust PLC THIS CIRCULAR REQUIRES YOUR IMMEDIATE ATTENTION

Notice of Extraordinary General Meeting

and

Unanimous Recommendation of the Independent Directors to VOTE AGAINST THE REQUISITIONED RESOLUTIONS

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 immediately or, if outside the United Kingdom, another appropriately authorised financial adviser.

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.

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 17 January 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 AGAINST the Requisitioned Resolutions (Resolutions 1 & 2) and vote FOR the Independent Directors' Resolution (Resolution 3) to be proposed at the EGM. Your attention is also drawn to the section entitled "Action to be Taken" on page 9 of this Circular.

Defined terms used in this Circular have the meanings given to them in the section headed "Definitions" set out on page 13 of this Circular.

YOUR VOTE MATTERS

Key Information

Why have I received this?

What is the meeting about?

Why should I VOTE AGAINST

the Requisitioned Resolutions?

Why should I VOTE FOR the

Independent Directors' Resolutions?

How do I vote?

Industrial Multi Property Trust is notifying all Shareholders of an Extraordinary General Meeting to be held at the offices of FIM Capital Limited, IOMA House, Hope Street, Douglas, Isle of Man, IM1 1AP at 11.00 a.m. on 19 January 2017

The EGM is to allow Shareholders to vote on: (i) the Requisitioned Resolutions proposed by Alpha Real Trust seeking the removal of Jonathan Clague and Donald Lake from their positions as independent directors of the Company; and (ii) the Independent Directors' Resolution to give the Company flexibility to sell the Company's portfolio

Voting AGAINST the Requisitioned Resolutions is a vote for:

4 rejecting a highly geared and risky refinancing proposal supported by Alpha Real Trust

4 maintaining a strong, independent Board who are best placed to take key decisions free from conflicts of interest

4 ensuring all options for a refinancing or otherwise maximising value for Shareholders as a whole are properly considered

Voting FOR the Independent Directors' Resolution is a vote for:

4 ensuring that a potential sale of the Company's valuable portfolio gets proper consideration

4 providing the Company with flexibility to execute a sale should the Independent Directors believe it is in the interests of Shareholders as a whole to do so

You can vote by completing the enclosed Form of Proxy and returning it to the Company's Registrars, Capita Asset Services at PXS1, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, or through the CREST voting service, or by attending the EGM in person. Even if you intend to be present at the EGM you are urged to complete and return the Proxy Form as soon as possible

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Expected Timetable of Principal Events

Announcement and posting of Circular 1 December 2016

Latest time and date for receipt of completed Forms of Proxy 11.00 a.m. on 17 January 2017 for use at the Extraordinary General Meeting

Extraordinary General Meeting 11.00 a.m. on 19 January 2017 Announcement of results of the Extraordinary General Meeting 19 January 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.

FURTHER INFORMATION

If you require assistance or have any questions about procedures for voting, please contact Boudicca Proxy Consultants, the Proxy Adviser to Industrial Multi Property Trust, on:

• UK Freephone: 0330 8080 696

• Rest of the world: [phone]

The helpline is open between 9.00 a.m. and 5.30 p.m. (London time) Monday to Friday. Alternatively, you may e-mail your enquiries to [e-mail].

Please note that the helpline cannot provide any financial, legal or tax advice or advice on the merits of the proposed resolutions.

Boudicca Proxy Consultants ("Boudicca") is the official Proxy Adviser to Industrial Multi Property Trust. Should you receive any calls or correspondence in relation to voting at the forthcoming Extraordinary General Meeting from anyone other than Boudicca or a Company Director, please contact the Shareholder helpline on the numbers above immediately.

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