Starwood European Real Estate Finance : Amended and Restated Articles of Incorporation

THE COMPANIES (GUERNSEY) LAW, 2008

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

of

STARWOOD EUROPEAN REAL ESTATE FINANCE LIMITED

Registered 9th day of November 2012

(Adopted by Special Resolution passed on 27th January 2023)

	THE COMPANIES (GUERNSEY) LAW, 2008
	as amended
	COMPANY LIMITED BY SHARES
	AMENDED AND RESTATED
	ARTICLES OF INCORPORATION
	of
	STARWOOD EUROPEAN REAL ESTATE FINANCE LIMITED
	Registered on 9 November 2012
	(Adopted by special resolution passed on 27 January 2023)
1	INTERPRETATION	1
2	STANDARD ARTICLES	10
3	AMENDMENTS	10
4	BUSINESS	10
5	SHARE CAPITAL	10
6	DETERMINATION OF NET ASSET VALUE AND CLASS ACCOUNTS	12
7	OFFERS TO MEMBERS TO BE ON A PRE-EMPTIVE BASIS	14
8	ORDINARY SHARES	15
9	C SHARES	16
10	COMPANY NOT OBLIGED TO RECOGNISE ANY TRUST	19
11	COMMISSIONS	19
12	DISCLOSURE OF BENEFICIAL INTERESTS	19
13	CERTIFICATES AND REGISTER OF MEMBERS	22
14	LIEN	23
15	CALLS ON SHARES	24
16	FORFEITURE AND SURRENDER OF SHARES	24
17	TRANSFER AND TRANSMISSION OF SHARES	25
18	ALTERATION OF CAPITAL	28
19	GENERAL MEETINGS	29
20	NOTICE OF GENERAL MEETINGS	30
21	PROCEEDINGS AT GENERAL MEETINGS	31
22	VOTES OF MEMBERS	33
23	NUMBER, APPOINTMENT AND QUALIFICATION OF DIRECTORS	35
24	REMUNERATION OF DIRECTORS	37
25	ALTERNATE DIRECTORS	37
26	BORROWING POWERS OF THE BOARD	38
27	OTHER POWERS AND DUTIES OF THE BOARD	38
28	POWERS OF ATTORNEY	40
29	CONFLICTS OF INTEREST	40
30	DISQUALIFICATION AND REMOVAL OF DIRECTORS	43
31	PROCEEDINGS OF DIRECTORS	43
32	EXECUTIVE DIRECTORS	44
33	SECRETARY	45
34	COMMON SIGNATURE	45

35	THE SEAL	45
36	DIVIDENDS AND DISTRIBUTIONS	45
37	SCRIP DIVIDENDS	48
38	RESERVES	49
39	CAPITALISATION OF RESERVES	49
40	ACCOUNTS AND REPORTS	50
41	AUDIT	52
42	UNTRACED SHAREHOLDERS	53
43	NOTICES	53
44	WINDING UP	54
45	INDEMNITIES	55
46	INSPECTION OF DOCUMENTS	55
47	CONVERSION OF ORDINARY SHARES	55
48	SUSPENSION OF NET ASSET VALUE	56
49	[NO LONGER USED]	57
50	[NO LONGER USED]	57
51	RECORD DATES	57
52	AUTHENTICATION OF DOCUMENTS	57
53	COMPULSORY REDEMPTION MECHANISM	57

THE COMPANIES (GUERNSEY) LAW, 2008

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

of

STARWOOD EUROPEAN REAL ESTATE FINANCE LIMITED

1 INTERPRETATION

In these Articles the following words shall bear the following meanings if not inconsistent with the subject or context:-

Words	Meanings
"accounts"	Means either individual accounts prepared in
	accordance with Section 243 of the Law or
	consolidated accounts prepared in accordance
	with Section 244 of the Law.
"Admission"	Admission of the Ordinary Shares of the
	Company to listing on the Official List of the FCA
	and to trading on the London Stock Exchange's
	main market for listed securities.
"Administrator"	The administrator of the Company as appointed
	by the Board from time to time.
"Articles"	These Articles of Incorporation as now framed
	and at any time altered.
"at any time"	At any time or times and includes for the time
	being and from time to time.
"Auditors"	The auditors, if any, engaged for the time being
	in accordance with the Law and these Articles.
"Authorised Operator"	Euroclear UK and Ireland Limited or such other
	person as may for the time being be authorised
	under the Regulations to operate an
	Uncertificated System.
"Back Stop Date	Such date as determined by the Directors and
	set out in the Specified Conversion Criteria.
"Board"	The Directors at any time or the Directors
	present at a duly convened meeting at which a

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"Business Day"

"C Admission"

"C Shares"

"C Share Surplus"

"Calculation Time"

"calendar year" "Certificated"

"clear days"

"Connected Person"

quorum is present or, as the case may be, the Directors assembled as a duly formed committee of such Board.

Means any day (other than a Saturday and Sunday or bank holiday) on which the London Stock Exchange and commercial banks in Guernsey are normally open for business.

Admission of the C Shares of the relevant class to listing on the Official List of the FCA and to trading on the London Stock Exchange's main market for listed securities.

A share of no par value in the capital of the Company issued and designated as a C Share of such class, and convertible into such Correspondent Shares, as may be determined by the Directors at the time of issue.

In relation to any class of C Shares, the net assets of the Company attributable to the C Shares of that class as recorded in the Class Account for that class.

In relation to any tranche of C Shares means the earliest of:

1. the close of business on the last Business Day prior to the day on which Force Majeure Circumstances have arisen or the Directors resolve that they are in contemplation;
2. the close of business on such date as the Directors may decide is necessary to enable the Company to comply with its obligations in respect of the Conversion of that class of C Shares;
3. the close of business on the Back Stop Date for the relevant class of C Shares; and
4. the close of business on such date as the Directors may determine, provided that the Directors shall, in their discretion, have resolved that the Early Investment Condition for the relevant class of C Shares has been satisfied and that the relevant class of C Shares shall be converted.

The period from 1 January to 31 December.

A unit of a security which is not an Uncertificated unit.

In relation to a period of notice, shall mean that period excluding the day when the notice is served or deemed to be served and the day for which it is given or on which it is to take effect.

Means:

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