Industrial Multi Property Trust : 2017-01-04 Notice and Circular for EGM 27-01-2017

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 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.

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 27 January 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 25 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 and also 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 4 January 2017

Latest time and date for receipt of completed Forms of Proxy, 11.00 a.m. on 25 January 2017 electronic proxy appointments and CREST electronic proxy

instructions for use at the Extraordinary General Meeting

Extraordinary General Meeting 11.00 a.m. on 27 January 2017 Announcement of results of the Extraordinary General Meeting 27 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.

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, Hope Street, Douglas,

Donald Lake Isle of Man IM1 1AP

Philip Scales Mark Rattigan

Dear Shareholder

Circular to Shareholders and Notice of Extraordinary General Meeting

4 January 2017

1. INTRODUCTION

   On 16 December 2016 the Company announced that it had received a further letter from Alpha Real Trust requisitioning another extraordinary general meeting of the Company. This time Alpha Real Trust proposes a Resolution that the Company be required to obtain Shareholder approval for a disposal of more than 50 per cent. of the Company's assets.

   Alpha Real Trust is the Company's largest Shareholder and the provider of an unsecured subordinated loan facility to the Company. Alpha Real Trust is managed by Alpha Real Capital, who is also the investment adviser and manager to the Company. Since Mark Rattigan is a director of the Company and also Chief Operating Officer of Alpha Real Capital, he is not considered independent and has therefore not taken part in the deliberations regarding the EGM.

2. WHY DOES A FURTHER EGM NEED TO BE CONVENED?

   Alpha Real Trust has already caused an extraordinary general meeting to be convened for 19 January 2017 and at that meeting the Independent Directors are proposing a resolution seeking Shareholder approval to permit the sale of the investment portfolio at a value which is not less than a valuation by an independent valuer within three months prior to any sale. This resolution, if passed, is expected to provide 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.

   The Independent Directors are therefore disappointed to receive the additional EGM requisition proposing that the Company be required to obtain Shareholder approval for a disposal of more than 50 per cent. of the Company's assets. In an attempt to avoid the costs and expenses of convening an additional EGM the Independent Directors asked if Alpha Real Trust would withdraw its EGM requisition request if the Company released an announcement confirming it would seek shareholder approval in the event of a disposal of more than 50 per cent. of the Company's assets. Alpha Real Trust refused this request by also seeking the withdrawal of the Independent Directors' resolution referred to above giving the Company flexibility to execute a sale.

   Shareholders should therefore question the motivations of Alpha Real Trust by proposing to place an additional condition on a possible portfolio sale.

3. NOTICE OF EGM AND FORM OF PROXY

   Since Alpha Real Trust has not withdrawn its EGM requisition, set out at the end of this letter is a formal notice convening an additional EGM to be held at IOMA House, Hope Street, Douglas, Isle of Man, IM1 1AP on Friday, 27 January 2017 at 11:00am. A Form of Proxy is also enclosed.

4. ADVICE TO SHAREHOLDERS

   Shareholders should consider carefully whether they wish to vote in favour of or against the Resolution proposing that Shareholder approval is required in the event of a disposal of more than 50 per cent. of the Company's assets.

   Considerations for voting against the Resolution

   l The Independent Directors have already proposed a resolution at the extraordinary general meeting convened for 19 January 2017 seeking Shareholder approval to permit the sale of the investment portfolio at a value which is not less than a valuation by an independent valuer within three months prior to any sale.

   l An additional condition in relation to a possible portfolio sale could act as a disincentive for a potential purchaser to consider acquiring the portfolio and/or result in lower proceeds from a sale.

   l By requiring a separate vote at the time of a portfolio sale, Alpha Real Trust or any other shareholder related to Alpha Real Capital may not wish a sale to proceed because of a conflict of interest (for example, the loss of the investment management contract), but they would still be permitted to vote.

   Considerations for voting for the Resolution

   l In the event that the Company wishes to sell the portfolio, Shareholders would be able to decide on the merits of the sale agreement at that time.

5. ACTION TO BE TAKEN

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

Yours faithfully

Jonathan Clague

Chairman