Triple Point Social Housing REIT : SOHO REIT Notice of Meeting 2024 View document

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to what action to take you are recommended to consult your stockbroker, solicitor, accountant or other independent adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or transferred all of your ordinary shares in Triple Point Social Housing REIT plc, you should pass this document, together with the accompanying Form of Proxy, to the person through whom the sale or transfer was made for transmission to the purchaser or transferee.

(Incorporated in England and Wales with registered number 10814022)

Notice of Annual General Meeting

Notice of the Annual General Meeting which has been convened for 16 May 2024 at 10.00 a.m. at the offices of Taylor Wessing LLP, Hill House, 1 Little New Street, London, EC4A 3TR is set out on pages 6 to 8 of this document.

This document should be read as a whole. Your attention is drawn to the letter from your Chair which is set out on pages 4 to 5 of this document.

To be valid, Forms of Proxy must be completed and returned in accordance with the instructions printed thereon so as to be received by the Company's registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY as soon as possible and in any event not later than 10.00 a.m. on 14 May 2024.

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	CONTENTS
	Page
Letter from the Chair	4
Notice of Annual General Meeting	6
Explanatory Notes	9

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Registered Office:

1 King William Street

London

EC4N 7AF

United Kingdom

LETTER FROM THE CHAIR

Directors

Chris Phillips (Chair)

Tracey Fletcher-Ray

Ian Reeves CBE

Peter Coward

Cecily Davis

7 March 2024

Dear Shareholder,

Notice of Annual General Meeting

1. Introduction

Triple Point Social Housing REIT plc (the "Company") will be holding its 2024 Annual General Meeting ("AGM") at 10.00 a.m. on 16 May 2024 at the offices of Taylor Wessing LLP, Hill House, 1 Little New Street, London, EC4A 3TR. The formal notice of AGM and the resolutions to be proposed are set out on pages 6 to 8 of this document.

If you would like to vote on the resolutions, please fill in the Form of Proxy sent to you with this notice and return it to the Company's registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY as soon as possible, so as to be received by no later than 10.00 a.m. on 14 May 2024. A proxy may be submitted electronically using the following link: www.investorcentre.co.uk/eproxy.

2. Resolutions

An explanation for each of the Resolutions is set out on pages 9 to 14.

3. Further information

Your attention is drawn to the Company's annual report and accounts for the year ended 31 December 2023 which is available on our website at: https://www.triplepointreit.com/.

4. Action to be taken

You will find enclosed a Form of Proxy for use at the AGM. Please complete, sign and return the enclosed form as soon as possible in accordance with the instructions printed thereon, whether or not you intend to be present at the AGM. Forms of Proxy should be returned so as to be received no later than 10.00 a.m. on 14 May 2024 by Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, United Kingdom.

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5. Recommendation

The Board considers that all the resolutions contained in this AGM notice are in the best interests of the Company and its shareholders as a whole and are most likely to promote the success of the Company for the benefit of its shareholders as a whole. The Board unanimously recommends that you vote in favour of the proposed resolutions as the Directors intend to do in respect of their own beneficial holdings.

Yours faithfully,

Chris Phillips

Chair

(Company Number 10814022)

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NOTICE IS HEREBY GIVEN that the Annual General Meeting of Triple Point Social Housing REIT plc (the "Company") will be held at 10.00 a.m. on 16 May 2024 at the offices of Taylor Wessing LLP, Hill House, 1 Little New Street, London, EC4A 3TR to transact the following business.

You will be asked to consider and, if thought fit, approve the following resolutions. Resolutions 1 to 12 (inclusive) will be proposed as ordinary resolutions and resolutions 13 to 16 (inclusive) will be proposed as special resolutions.

For further information on all resolutions, please refer to the Explanatory Notes which can be found on pages 9 to 14.

Ordinary Resolutions

Report and Accounts

1. To receive and adopt the audited financial statements of the Company for the financial year ended 31 December 2023 and the reports of the Directors and Auditors on those financial statements ("Annual Report and Accounts").

Directors' Remuneration Report

2. To approve the Directors' Remuneration Report (excluding the part containing the Directors' Remuneration Policy) contained within the Annual Report and Accounts.

Directors' Remuneration Policy

3. To approve the Directors' Remuneration Policy, contained within the Annual Report and Accounts.

Directors

1. To re-elect Christopher Phillips as a Director of the Company.
2. To re-elect Ian Reeves CBE as a Director of the Company.
3. To re-elect Peter Coward as a Director of the Company.
4. To re-elect Tracey Fletcher-Ray as a Director of the Company.
5. To re-elect Cecily Davis as a Director of the Company.

Auditors

1. To re-appoint BDO LLP as Auditors of the
   Company, to hold office until the conclusion of the next General Meeting at which accounts are laid before the Company.
2. To authorise the Audit Committee to determine the Auditors' remuneration.

Directors' Authority to Allot Shares

11.That the Directors be generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to:

1. allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company up to an aggregate nominal amount of £1,311,554; and
2. allot equity securities (as defined in section
3. 1. 
      560 of the Act up to an aggregate nominal value of £2,623,109 (such amount to be reduced by the nominal amount of any shares allotted or rights granted under paragraph
   2. of this resolution 11) in connection with an offer to:

1. holders of ordinary shares in the Company ("Ordinary Shares") in proportion (as nearly as may be practicable) to the respective numbers of Ordinary Shares held by them; and
2. holders of other equity securities, as required by the rights of those securities or, subject to such rights, as the Directors of the Company otherwise consider necessary,

and so that the Directors of the Company may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements or securities represented by depositary receipts, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or the requirement of any regulatory body or stock exchange or any other matter.

This authority shall expire at the end of the next Annual General Meeting of the Company or on the date falling 15 months after the date of this resolution, whichever is earlier, save that under each authority the Company may, before such expiry,

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make any offers or agreements which would or might require shares to be allotted or rights granted to subscribe for or convert any security into shares after such expiry and the Directors may allot shares or grant such rights to subscribe for, or to convert any security into, shares (as the case may be) in pursuance of any such offer or agreement as if the relevant authority conferred by this resolution had not expired.

Dividends

12.To authorise the Directors to declare and pay all dividends of the Company as interim dividends and for the last dividend referable to a financial year not to be categorised as a final dividend that is subject to shareholder approval.

Special Resolutions

Disapplication of pre-emption rights

13.That, subject to the passing of resolution 11 above, the Directors be generally and unconditionally authorised for the purposes of section 570 and section 573 of the Act to allot equity securities (within the meaning of section 560 of the Act) for cash either pursuant to the authority conferred by resolution 11 or where the allotment constitutes an allotment by virtue of section 560(3) of the Act and/or to sell ordinary shares held by the Company as treasury shares for cash, in each case as if section 561 of the Act did not apply to any such allotment, provided that this authority shall be limited to:

1. the allotment of equity securities or sale of treasury shares in connection with an offer of equity securities (but in the case of an allotment pursuant to the authority granted under paragraph (b) of resolution 11, such power shall be limited to the allotment of equity securities in connection with a fully pre-emptive offer) to:
2. 1. the holders of Ordinary Shares in proportion (as nearly as may be practicable) to the respective numbers of Ordinary Shares held by them; and
   2. holders of other equity securities, as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary,

and so that the Directors of the Company may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional

entitlements or securities represented by depositary receipts, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or the requirement of any regulatory body or stock exchange or any other matter; and

1. the allotment of equity securities or sale of treasury shares (otherwise than pursuant to paragraph (a) of this resolution 13), up to an aggregate nominal amount of £196,733.

This power shall (unless previously renewed, varied or revoked by the Company in a general meeting) expire at the conclusion of the next Annual General Meeting of the Company following the passing of this resolution or on the date falling 15 months after the date of this Annual General Meeting, whichever is earlier, save that the Company may before the expiry of this authority make any offers or enter into any agreements which would or might require equity securities to be allotted (and/ or treasury shares sold) after such expiry and the Directors may allot equity securities (and/or sell treasury shares) in pursuance of any such offers or agreements as if the authority conferred by this resolution had not expired.

14.That, subject to the passing of resolution 11, the Directors be generally and unconditionally authorised for the purposes of section 570 and section 573 of the Act in addition to any authority granted under resolution 13 above, to allot equity securities (within the meaning of section 560 of the Act) for cash either pursuant to the authority conferred by resolution 11 or where the allotment constitutes an allotment by virtue of section 560(3) of the Act and/or to sell ordinary shares held by the Company as treasury shares for cash, in each case as if section 561 of the Act did not apply to any such allotment or sale, provided that this authority shall be limited to:

1. the allotment of equity securities or sale of treasury shares up to an aggregate nominal amount of £196,733; and
2. use only for the purpose of financing (or refinancing, if the authority is to be used within twelve months after the original transaction) a transaction which the Directors determine to be an acquisition or other specified capital investment of a kind contemplated by the Statement of Principles of Disapplying Pre-Emption Rights published by the Pre-Emption Group in March 2015.

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This power shall (unless previously renewed, varied or revoked by the Company in a general meeting) expire at the conclusion of the next Annual General Meeting of the Company following the passing of this resolution or on the date falling 15 months after the date of this Annual General Meeting, whichever is earlier, save that the Company may before the expiry of this authority make any offers or enter into any agreements which would or might require equity securities to be allotted (or treasury shares sold) after such expiry and the Directors may allot equity securities (or sell treasury shares) in pursuance of any such offers or agreements as if the authority conferred by this resolution had not expired.

Authority to purchase own shares

15.That the Company be generally and unconditionally authorised for the purposes of section 701 of the Act to make market purchases

(as defined in section 693(4) of the Act) of

Ordinary Shares in such manner and on such terms as the Directors of the Company may from time to time determine, and where such shares are held as treasury shares, the Company may use them for the purposes set out in sections 727 or 729 of the Act, including for the purpose of its employee share schemes, provided that:

1. the maximum number of Ordinary Shares which may be purchased is 39,346,649 Ordinary Shares;
2. the minimum purchase price (exclusive of expenses) which may be paid for any Ordinary Share is £0.01;
3. the maximum purchase price (exclusive of expenses) which may be paid for any Ordinary Share shall not be more than the higher of:
4. 1. an amount equal to 105 per cent. of the average middle market quotations for an Ordinary Share (as derived from the
      London Stock Exchange Daily Official List) for the five business days immediately preceding the date on which the purchase is carried out; and
   2. an amount equal to the higher of the price of the last independent trade of the Ordinary Share and the highest current independent bid on the London Stock Exchange at the time the purchase is carried out;

1. this authority shall take effect on the date of passing of this resolution and shall (unless previously revoked, renewed or varied by the Company in a general meeting) expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or on the date falling 15 months after the date of this Annual General Meeting, whichever is earlier; and
2. the Company may at any time prior to the expiry of such authority enter into a contract or contracts under which a purchase of Ordinary Shares under such authority will or may be completed or executed wholly or partly after the expiration of such authority and the Company may purchase Ordinary Shares in pursuance of any contract or contracts as if the authority conferred hereby had not expired.

Notice period for general meetings other than annual general meetings

16.That a general meeting, other than an Annual General Meeting, may be called on not less than 14 clear days' notice.

By order of the Board

Hanway Advisory Limited

Company Secretary

Registered Office:

1 King William Street

London

EC4N 7AF

(Company Number: 10814022)

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Explanatory Notes to the Resolutions

An explanation of each of the resolutions is set out below.

Resolutions 1 to 12 (inclusive) are proposed as ordinary resolutions. This means that for each of these resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 13 to 16 (inclusive) are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

Report and Accounts

Resolution 1

The Directors of the Company are required to present the Annual Report and Accounts to the meeting.

Directors' Remuneration Report

Resolution 2

The Directors' Remuneration Report provides details of the remuneration paid to the Directors during the year ended 31 December 2023.

Resolution 2, in line with current legislation, will be an advisory vote and will not affect the way in which the pay policy has been implemented or the future remuneration that is paid to any Director. The Remuneration Report can be found in the Company's Annual Report and Accounts on pages 111 to 113.

Directors' Remuneration Policy

Resolution 3

The current remuneration policy was approved by shareholders at the Company's AGM held on 14 May 2021 with such approval expiring at the upcoming AGM. In accordance with section 439A of the Companies Act 2006, the Board is seeking approval for the Directors' Remuneration Policy which if approved will take effect from the conclusion of the AGM for a three-year period. All remuneration payments and payments for loss of office to Directors following the date of the AGM have to be consistent with the approved policy. Shareholders will be asked to approve the policy again at the Company's 2027 AGM. If the Company believes it is necessary to introduce a new remuneration policy or make changes to the existing approved policy before this date, such new or revised remuneration policy will be submitted to shareholders for approval at either an annual general meeting or other general meeting.

The policy is set out in the Company's Annual Report and Accounts on pages 109 to 110 and remains unchanged from the policy that was approved at the 2021 AGM.

As at the date of this notice, no discretion is intended to be exercised under the Directors' Remuneration Policy.

Directors

Resolutions 4 to 8

These resolutions are to approve the re-election of the Directors of the Board. In accordance with provision 23 of the AIC Code of Corporate Governance (published in February 2019), all Directors will offer themselves for election or re-election. All Directors standing for re-election are recommended by the Nomination Committee. The Directors believe that the Board offers a combination of skills, experience and knowledge and that all the non-executive Directors are independent in character and judgement.

The Board considers that the performance of each Director continues to be effective and demonstrates the commitment required to continue in their present roles, and that each Director's contribution continues to be important to the Company's long-term sustainable success. This consideration is based on, amongst other things, the business skills and industry experience of each of the Directors (refer to the biographical details of each Director as set out below), as well as their knowledge and understanding of the Company's business model.

The Board has also considered the other contributions which individual Directors may make to the work of the Board, with a view to ensuring that:

1. the Board maintains a diverse balance of skills, knowledge, backgrounds and capabilities leading to effective decision-making;
2. each Director is able to commit the appropriate time necessary to fulfilling their roles; and
3. each Director provides constructive challenge, strategic guidance, offers specialist advice and holds third party service providers to account.

Further details of the review of the Board's effectiveness are set out on pages 94 and 95 of the Annual Report and Accounts.

Biographical details of each of the Directors are as follows:

Christopher Phillips

- Independent non-executive Chair

Chris has extensive experience of real estate and listed companies. He was Managing Director of PB Securities, the UK subsidiary of Prudential Bache, for three years, before joining Lombard Odier as the Managing Director of its London broking business. He then joined Colliers International and after heading its residential consultancy business, became the first Managing Director of Colliers Capital UK Limited (Colliers commercial real estate property fund). Having served on the Board of Places for People for 14 years, 10 of them as Chair, Chris stood down from the role in January 2021.

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Tracey Fletcher-Ray

- Senior independent non-executive director

Tracey has considerable expertise as an executive and non-executive director in the care and support sectors. Tracey previously was a non-executive director at L&Q Group, one of the UK's largest housing associations and developers, and was Managing Director of Caring Homes, a leading provider of care homes for the elderly. She is currently CEO of Witherslack Group, a leading provider of specialist education and care for young people with special educational needs.

She spent nearly two years as Managing Director at Berendsen PLC developing the company's healthcare business, strategy and growth and eight years at Bupa UK, holding Managing Director roles in the Care Home business which involved contracting with and providing services on behalf of local authorities and the NHS, and Bupa Health Clinics.

Ian Reeves CBE

- Independent non-executive director

Ian is co-founder and CEO of Synaps International Limited. He is visiting Professor of Infrastructure Investment and Construction at The Alliance Manchester Business School, Chair of The Estates and Infrastructure Exchange (EIX) and a Director of Xinous Inc. He was appointed as a Non-executive Director and Chair of Geiger Counter Limited on 13 December 2021 and 9 March 2022 respectively.

Ian was founder and Chair of High-Point Rendel Group, a pioneering management and engineering consultancy company with a global network of offices. He has been president and CEO of Cleveland Bridge, Chairman of McGee Group, Chairman of Constructing Excellence and Chair of the London regional council of the CBI.

Ian was awarded his CBE in 2003 for services to business and charity.

Peter Coward

- Independent non-executive director

Peter is a chartered accountant with international commercial and corporate finance experience. He has over 25 years' experience as a Senior Tax Partner at PricewaterhouseCoopers specialising in property, and has worked with a wide range of firms to develop a knowledge and understanding of tax regimes worldwide and of organisational and project structuring to optimise the tax position.

Cecily Davis

- Independent non-executive director

Cecily has significant legal, construction and infrastructure experience gained from 30 years as a construction and projects lawyer. Cecily is currently an Engineering, Procurement and Construction Partner at Fieldfisher and Co-Head of Fieldfisher's Africa Group. She was formerly a Partner at DLA Piper until 2014 and Shadbolt & Co until 2005. Cecily has an extensive

understanding of the residential and affordable housing sectors, having acted as non-executive director of both L&Q Group and Places for People. Cecily sits on the board of 3M Homes Ltd and is a Trustee of the Southwark Charities, which provides almshouses to local residents.

Cecily is a registered solicitor under the Solicitors Regulation Authority, and holds a degree in construction law and arbitration from King's College London and a master's degree in commercial law from the University of Exeter.

Auditors

Resolution 9

The Company is required to appoint auditors at each general meeting at which accounts are laid, to hold office until the conclusion of the next such meeting. The Company's Audit Committee has recommended to the Board the re-appointment of BDO LLP and the Board has endorsed this recommendation. This resolution therefore proposes the re-appointment of BDO LLP as auditors of the Company.

Resolution 10

This resolution is to authorise the Audit Committee to determine the remuneration of the Auditors.

Directors' authority to allot shares

Resolution 11

The Investment Association's ('IA') guidelines state that IA members will permit, and treat as routine, (i) a request for authorisation to allot up to one-third of the current total issued share capital of the Company, together with the number of shares required to be allotted in respect of share incentive schemes; and (ii) a request for authorisation to allot up to a further one-third of the Company's current total issued share capital, provided that such additional allotment is only applied to fully pre-emptive issues. The Board considers it appropriate that the Company should follow these guidelines.

The purpose of this resolution is to provide the Directors with authority to allot shares.

The authority given to Directors to allot further shares in the capital of the Company requires the prior authorisation of the shareholders in a general meeting under section 551 of the Act.

The authority in this resolution will allow the Directors to allot new shares in the Company or to grant rights to subscribe for or convert any security into shares in the Company up to an aggregate nominal amount of £1,311,554 (131,155,496 Ordinary Shares), which is equivalent to approximately one third of the current issued ordinary share capital of the Company (excluding shares held in treasury) as at 7 March 2024 (being the last practicable day prior to the publication of this notice). The authority will expire immediately following the Company's 2025 AGM or on 16 August 2025, whichever is earlier.

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