ENBD REIT CEIC : Quarterly Update Document

NOTICE OF ANNUAL GENERAL MEETING

OF ENBD REIT (CEIC) PLC

To be held on 21st June 2022

ENBD REIT (CEIC) PLC

(incorporated as a public company under the Companies Law - DIFC Law No. 5 of 2018 and

registered in the Dubai International Financial Centre with registered number 2209)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting ("AGM") of ENBD REIT (CEIC) PLC (the "Fund") will take place at 12:00pm (noon) UAE time on Tuesday, 21st June 2022 to consider and, if thought fit, pass the following resolutions.

Similar to last year's annual general meeting, in light of the COVID-19 pandemic and the ongoing efforts to prevent the spread of the COVID-19 virus, the AGM will be conducted virtually (in a 'virtual-only'format) with remote access provided via a mobile and web application (the "AGM Online Facility"), and shareholders may only attend by using the AGM Online Facility. In order to attend the AGM, shareholders must visitwww.smartagm.aeand follow the "ENBD REIT" link to register for the AGM Online Facility by no later than 12:00pm (noon) UAE time on Monday 20th June 2022, as well as completing any additional applicable registration requirements, in each case in accordance with the process and timeline set out in Section 3 of the "General Notes" part of this notice.

Ordinary Resolutions

1. To receive and approve the audited financial statements of the Fund for the financial year ending 31st March 2022 and the reports of the directors and the auditors thereon.
2. To declare a final dividend of USD 0.020 per share to be paid on 29th July 2022 to the holders of ordinary shares (each a "Share") on the register of members at the close of business on 7th July 2022, with the record date being 8th July 2022. The final dividend of USD 5,000,000 shall be payable to shareholders for the financial half-year ended 31st March 2022, bringing the total dividend (including the interim dividend) paid to shareholders in relation to the full financial year ended 31st March 2022 to USD 9,500,000 equivalent to USD 0.038 per Share.
3. To authorise the Fund, and Emirates NBD Asset Management Limited (the "Fund Manager") on behalf of the Fund, pursuant to the Dubai Financial Service Authority's ("DFSA") Collective Investment Rules ("CIR") Rules 8.3.2 and 13.4.11A to enter into Related Party Transactions (as defined in CIR) without obtaining specific approval from the shareholders of the Fund for each such transaction from the date of this Ordinary Resolution until the next annual general meeting of the Fund.
4. To generally and unconditionally authorise the Fund to make one or more market purchases of its Shares on such terms and in such manner as the directors of the Fund or the Fund Manager may from time to time determine, provided that:

1 | P a g e Notice of AGM 21st June 2022 - ENBD REIT (CEIC) PLC

NOTICE OF ANNUAL GENERAL MEETING

OF ENBD REIT (CEIC) PLC

To be held on 21st June 2022

1. 1. the number of Shares which may be purchased in any given period and the price which may be paid for such Shares shall be in accordance with the Fund's articles of association, the rules of the DFSA and Nasdaq Dubai and applicable law and any conditions or restrictions imposed by the DFSA and applicable law; and
   2. the authority conferred by this Ordinary Resolution shall, unless previously revoked, varied or renewed, expire on the conclusion of the next annual general meeting of the Fund after the date of the passing of this Ordinary Resolution save that the Fund may make a contract to purchase Shares under this authority before the expiry of this authority which will or may be executed wholly or partly after the expiry of the authority and may make a purchase of Shares in pursuance of any such contract as if such authority has not expired.
2. To re-appoint Tariq Abdulqader Ibrahim Abdulqader Bin Hendi as director of the Fund.
3. To re-appoint Mark Edward John Creasey as director of the Fund.
4. To re-appoint Khalid Abdulkareem Ismaeil Ali Alfaheem as director of the Fund.
5. To re-appoint Ali Rashid Humaid Almazroei as director of the Fund.
6. To re-appoint Khalid Abdulkareem Ismaeil Ali Alfaheem, Sophie Anita Llewellyn and Christopher Brian Seymour as members of the Investment Committee of the Fund until the conclusion of the next annual general meeting of the Fund.
7. To re-appoint Deloitte & Touche (M.E.) as the auditor of the Fund to hold office until the conclusion of the next annual general meeting of the Fund, or at an earlier date should the shareholders resolve to change the auditors pursuant to a proposal by the board of directors of the Fund (the "Board"), and authorise the Board (or a committee thereof) to agree the remuneration of the auditors of the Fund.

By order of the Board of Directors, 30th May 2022

Dr. Tariq Bin Hendi

Chairman

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NOTICE OF ANNUAL GENERAL MEETING

OF ENBD REIT (CEIC) PLC

To be held on 21st June 2022

GENERAL NOTES

1. RIGHT TO ATTEND AND VOTE AT THE AGM

We kindly ask that you carefully read and follow the instructions set out in this document with respect to attendance and voting at the AGM.

In light of the COVID-19 pandemic and the ongoing efforts to prevent the spread of the COVID- 19 virus, the AGM will be held virtually (in a 'virtual-only' format) with remote access to the AGM provided to you upon request via the AGM Online Facility. To attend the AGM please visit www.smartagm.aeand follow the "ENBD REIT" link to register for the AGM Online Facility by no later than 12:00pm (noon) UAE time on Monday 20th June 2022, as well as completing any additional applicable registration requirements, in each case in accordance with the process and timeline set out in paragraph 3 below. We recommend that you allow ample time to complete the log-in process in advance of the commencement of the AGM at 12:00pm (noon) UAE time on 21st June 2022.

Only those shareholders registered in the register of shareholders of the Fund at 2:00pm UAE time on Tuesday 14th June 2022 shall be entitled to attend and / or vote at the AGM or any adjournment thereof, in respect of the number of Shares registered in their name at that time.

In each case, changes to the register of shareholders after such time shall be disregarded in determining the rights of any person to attend or vote at the AGM.

If your shares are held by a third party (e.g. Emirates NBD PJSC, Emirates NBD PJSC - Private Office, Emirates NBD Asset Management Ltd, Emirates Islamic or other) as nominee (each such third party, a "Nominee"), you are not entitled to attend and/or vote at the AGM or any adjournment thereof unless you follow the instructions in paragraphs 2, 3 and 4 below.

1. DOCUMENTS HANDLING

For the handling of the documents, your broker or custodian is referred to as "your Document Agent". Your Document Agent is as follows:

1. If you have a NIN account1, all documents should be sent to the Company Secretary, Apex Fund Services (Dubai) Ltd, at [e-mail]. Please visit www.smartagm.aeand complete the registration process under the "ENBD REIT" link prior to the meeting in accordance with the timeline set out in paragraph 3 of this notice. For any queries or assistance with technical difficulties, please contact the Company Secretary, Apex Fund Services (Dubai) Ltd, currently represented by Jean Kenny Labutte at [e-mail].
2. If you hold shares via a nominee arrangement and your Nominee is Emirates NBD PJSC,
   Emirates NBD PJSC - Private Office, Emirates NBD Asset Management Limited or Emirates Islamic, all documents should be sent [e-mail].
3. If you hold shares via a nominee arrangement with a Nominee other than with Emirates
   NBD PJSC, Emirates NBD PJSC - Private Office, Emirates NBD Asset Management Limited or Emirates Islamic, all documents should be sent to your Nominee.

________________________________________________________________________

1 A NIN account is an account set up for shareholders directly with the Nasdaq Dubai Central Securities Depository (CSD)

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NOTICE OF ANNUAL GENERAL MEETING

OF ENBD REIT (CEIC) PLC

To be held on 21st June 2022

1. ATTENDANCE

1. Direct shareholders (i.e. persons with a NIN account)

In light of the COVID-19 pandemic and the ongoing efforts to prevent the spread of the COVID- 19 virus, the AGM will be held virtually (in a 'virtual-only' format) with remote access to the meeting via the AGM Online Facility, which will be provided to shareholders upon request provided that such request is received in accordance with the process and timeline set out below. Registered participants may attend the AGM by visiting www.smartagm.ae. We recommend that shareholders afford themselves ample time to complete the log-in process in advance of the commencement of the AGM at 12:00pm (noon) UAE time.

If you would like to attend the AGM and vote remotely, you must register for the AGM Online Facility by visiting www.smartagm.aeand completing the registration process under the ENBD REIT link by no later than 12:00pm (noon) UAE time on Monday 20th June 2022.

Please note that you will not be able to attend or vote via the AGM Online Facility at the AGM if you have not registered for attendance as outlined above.

Alternatively, if you do not wish to attend and vote remotely through the AGM Online Facility, you can opt to vote by proxy by ticking the "Attending by proxy" box of Section B ("Attendance at the Annual General Meeting (AGM Online Facility)") and completing Section C ("Proxy") of the enclosed Voting and Proxy Form (the " Form") and return it signed and dated to your Document Agent (as set out in Section 2 above) by no later than the earlier of (i) the date required by your Document Agent and (ii) 2:00pm on Friday 17th June 2022. Further instructions in relation to appointing a proxy are set out in Section 4 below.

1. Persons whose shares are held by a nominee arrangement with Emirates NBD PJSC, Emirates NBD PJSC - Private Office, Emirates NBD Asset Management Limited, Emirates Islamic or with another Nominee

If your shares are held by a Nominee, please note that the Nominee will vote in favour of all proposed resolutions unless you attend and vote at the virtual AGM via the AGM Online Facility or provide alternative voting instructions to the Nominee by completing Section D ("Voting Instructions") of the Form. In order to attend the virtual AGM via the AGM Online Facility please first tick the "Attending" box of Section B ("Attendance at the Annual General Meeting (AGM Online Facility)" of the Form. You will then receive further instructions by separate communication from your Nominee to complete your registration for attending via the AGM Online Facility.

The Form must be submitted by no later than the earlier of (i) the date required by your Document Agent and (ii) 2:00pm on Friday 17th June 2022. Please also note that if you wish to attend via the AGM Online Facility (pursuant to the instructions referred to above), registration on the website for the AGM Online Facility must be completed by no later than 12:00pm (noon) UAE time on Monday 20th June 2022.

1. PROXY APPOINTMENT(this Section applies to persons with a NIN account only)

Any shareholder entitled to attend and vote at the AGM may appoint one or more proxies to exercise all or any of the rights of the shareholder to attend, speak and vote on their behalf at the AGM, provided that the proxy has completed the registration process for the AGM Online Facility. A proxy need not be a shareholder of the Fund.

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NOTICE OF ANNUAL GENERAL MEETING

OF ENBD REIT (CEIC) PLC

To be held on 21st June 2022

If you would like to appoint a Proxy you must tick the "Attending by proxy" box of Section B ("Attendance at the Annual General Meeting (AGM Online Facility)") and completing Section C ("Proxy") of the Form.

You may either appoint the Chairman or a third party as Proxy by completing and ticking the appropriate fields in Section C ("Proxy") of the Form. You may also elect for that Proxy to vote with your instructions on each resolution by completing Section D ("Voting Instructions") of the Form indicating your vote on each resolution; if no such election is made by you, the Proxy will be authorised to vote at its discretion.

For a Proxy appointment to be valid, you must return the signed and dated Form, together with the power of attorney or other authority (if any) under which it is signed or a duly certified copy of such power or authority, to your Document Agent (as set out in Section 2 above), as soon as possible but no later than the earlier of (i) date required by your Document Agent and (ii) 2:00pm on Friday 17th June 2022 (whichever is earlier).

In order for the Proxy to attend the AGM, he or she must register for the AGM Online Facility by no later than 12:00pm (noon) UAE time on Monday 20th June 2022.

Completion and return of the Form will not prevent a Shareholder from attending via the AGM Online Facility and voting at the AGM in place of the Proxy provided you have subsequently changed your instruction to register your attendance at the AGM via the AGM Online Facility in the manner specified above (and by the deadline of 12:00pm (noon) UAE time on Monday 20th June 2022 referred to above).

Any corporation which is a Shareholder may, by resolution of its directors or other governing body, authorise a person(s) to act as its representative(s) at the AGM. The Fund (or any person acting on its behalf) may require any representative of a corporation to produce a certified copy of the resolution authorising him/her to act as such or other satisfactory evidence of his/her authority before permitting him/her to exercise his/her powers.

1. AVAILABILITY OF DOCUMENTS

A copy of this notice, the Form and all other documents referenced in this notice can be found on the Fund's website at http://www.enbdreit.com/reit/investor-relations.

1. NOTICE OF ADJOURNED MEETING

In the event that the virtual AGM fails to reach the required legal quorum, the meeting will be adjourned to 12:00pm (noon) UAE time on Thursday 30th June at the AGM Online Facility, unless postponed for a later date by way of further notice. The instructions in this "General Notes" part of the notice shall continue to apply with such new deadlines and dates as is set out in a notice to be published by the Fund on its website.

1. LAST REGISTRATION FOR THE AGM ONLINE FACILITY

In the event that you experience technical difficulties with the registration process, the Fund Manager may at its discretion consider late registration of up to 24 hours prior to the time the AGM, provided that you have notified the Company Secretary of these issues prior to 12:00pm (noon) UAE time on Monday 20th June 2022.

1. ASSISTANCE

If you have any other requirements, or any technical issues with respect to registration for the AGM Online Facility, please contact the Company Secretary, Apex Fund Services (Dubai) Ltd,

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