FTSE UK COMMERCIAL PROPERTY INDEX FUND LIMITED

Prospectus May 2012

Sponsor, Sole Global Co-ordinator and Sole Bookrunner: Jefferies Hoare Govett

Investment ManagerMSS Property Fund Management LimitedTrafalgar CourtAdmiral ParkSt. Peter PortGuernsey GY1 2JA

Investment AdviserMSS Real Estate LLP7 Queen StreetLondon W1J 5PB

info@mssrealestate.com

CONTACT

FTSEUK

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you shouldtake or about the contents of this document, you should immediately consult your stockbroker, bank manager, solicitor, accountant orother independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if outside the United Kingdom,another appropriately authorised independent financial adviser.

A copy of this document, which comprises a prospectus relating to FTSE UK Commercial Property Index Fund Limited (“the Company”) prepared inaccordance with the Prospectus Rules made pursuant to section 73A of the Financial Services and Markets Act 2000, has been filed with the FinancialServices Authority and made available to the public in accordance with rule 3.2 of the Prospectus Rules. The Company is a registered closed-endedinvestment scheme registered pursuant to the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended and the Registered CollectiveInvestment Scheme Rules 2008 issued by the Guernsey Financial Services Commission (“GFSC”). The GFSC, in granting registration, has not reviewedthis document but has relied upon specific warranties provided by Kleinwort Benson (Channel Islands) Fund Services Limited.

A registered closed-ended investment scheme is not permitted to be directly offered to the public in Guernsey but may be offered to regulated entitiesin Guernsey or offered to the public by entities appropriately licensed under the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended.

Neither the GFSC nor the States of Guernsey Policy Council take any responsibility for the financial soundness of the Company or for the correctnessof any of the statements made or opinions expressed with regard to it.

Application will be made to the UK Listing Authority for the Ordinary Shares to be admitted to the premium segment of the Official List and to the LondonStock Exchange for such Ordinary Shares to be admitted to trading on its Main Market. It is expected that Admission will occur, and that dealings insuch shares will commence, at 8.00 a.m. on or around 12 June 2012.

The Directors of the Company, whose names appear on page 24 of this document, and the Company itself accept responsibility for the informationcontained in this document. To the best of the knowledge and belief of the Directors and the Company (who have taken all reasonable care to ensurethat such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the importof such information.

Jefferies Hoare Govett, a division of Jefferies International Limited (“Jefferies Hoare Govett”), which is authorised and regulated in the United Kingdomby the Financial Services Authority, has been appointed to act as sponsor, sole global co-ordinator and sole bookrunner to the Company and is actingsolely for the Company and for no one else in connection with the Placing and Offer for Subscription and will not be responsible to anyone other thanthe Company for providing the protections afforded to clients of Jefferies Hoare Govett or for affording advice in relation to the Placing and Offer forSubscription or any other matter referred to in this document. Apart from the responsibilities and liabilities, if any, which may be imposed on JefferiesHoare Govett by FSMA or the regulatory regime established thereunder, Jefferies Hoare Govett does not accept any responsibility whatsoever for thecontents of this prospectus or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, theInvestment Manager, the Ordinary Shares or the Issue. Jefferies Hoare Govett accordingly disclaims all and any liability whether arising in tort, contractor otherwise (save as referred to above), which it might otherwise have in respect of such document or any such statement.

FTSE UK Commercial Property Index Fund Limited(Incorporated in Guernsey with registered number 55030)

Placing and Offer for Subscriptionof

Ordinary Shares at 100p per share

Sponsor, Sole Global Co-ordinator and Sole Bookrunner

Jefferies Hoare Govett

Applications under the Offer for Subscription may be made on the Application Form set out at the end of this document. CompletedApplication Forms must be posted to Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH or, (duringnormal business hours only) delivered by hand to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS138AE, in each case so as to be received as soon as possible and in any event by 11.00 a.m. on 31 May 2012.

The distribution of this document in certain jurisdictions may be restricted by law and, accordingly, persons into whose possession this document comesshould inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of thesecurities laws of the jurisdiction concerned. This document does not constitute or form part of any offer or invitation to sell or issue or the solicitationof any offer to purchase or subscribe for Ordinary Shares in any jurisdiction in which such offer, invitation or solicitation is unlawful. In particular, theOrdinary Shares have not been, and will not be, registered under the United States Securities Act of 1933 (as amended), or under the securities lawsof any state or jurisdiction of the United States or under the applicable securities laws of Australia, Canada, Japan or the Republic of Ireland. Accordingly,subject to certain exceptions, the Ordinary Shares may not, directly or indirectly, be offered, sold, transferred, taken up or delivered, directly or indirectly,in the United States, Australia, Canada, Japan or the Republic of Ireland or for the benefit of any US Person and this document will not be posted toany person in the United States, Australia, Canada, Japan or the Republic of Ireland.

The Company is not in any way sponsored, endorsed, sold or promoted by FTSE International Limited (“FTSE”) or by the London Stock Exchange Groupcompanies (“LSEG”) (together the “Licensor Parties”) and none of the Licensor Parties make any warranty or representation whatsoever, expressly orimpliedly, either as to the results to be obtained from the use of the FTSE UK Commercial Property Index Series (the “Index”) and/or the figure at whichthe said Index stands at any particular time on any particular day or otherwise. The Index is compiled and calculated by FTSE. However, none of theLicensor Parties shall be liable (whether in negligence or otherwise) to any person for any error in the Index and none of the Licensor Parties shall beunder any obligation to advise any person of any error therein.

“FTSE®”, “FT-SE®” and “Footsie®” are trade marks of LSEG and are used by FTSE under licence.

This document should be read in its entirety before making any application for Ordinary Shares. The attention of potential investors isdrawn in particular to pages 8 to 19 of this document, which set out the principal risk factors associated with an investment in theCompany.

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CONTENTS

Page

SUMMARY 3

RISK FACTORS 8

IMPORTANT INFORMATION 20

EXPECTED TIMETABLE OF PRINCIPAL EVENTS 23

ILLUSTRATIVE ISSUE STATISTICS 23

DIRECTORS, INVESTMENT MANAGER, SECRETARY AND ADVISERS 24

PART 1 FTSE UK COMMERCIAL PROPERTY INDEX FUND LIMITED 25

PART 2 THE UK COMMERCIAL PROPERTY MARKET 31

PART 3 THE FTSE UK COMMERCIAL PROPERTY INDEX 35

PART 4 DIRECTORS AND MANAGEMENT OF THE COMPANY 38

PART 5 DETAILS OF THE ISSUE 44

PART 6 TERMS AND CONDITIONS OF THE PLACING 49

PART 7 TERMS AND CONDITIONS OF THE OFFER FOR SUBSCRIPTION 54

PART 8 TAXATION 60

PART 9 ADDITIONAL INFORMATION 63

PART 10 DEFINITIONS 85

NOTES ON HOW TO COMPLETE THE APPLICATION FORM 89

APPLICATION FORM FOR THE OFFER FOR SUBSCRIPTION 93

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SUMMARY

This summary should be read as an introduction to the full text of this document and anydecision to invest in Ordinary Shares should be based on consideration of the full text of thisdocument as a whole. Where a claim relating to the information contained in this document isbrought before a court, a plaintiff investor may, under the national legislation of an EEA State,have to bear the costs of translating this document before legal proceedings are initiated. Civilliability attaches to the Company and its Directors who are responsible for this summary,including any translation of this summary, but only if this summary is misleading, inaccurate orinconsistent when read together with the other parts of this document.

The CompanyFTSE UK Commercial Property Index Fund Limited is a new Guernsey-incorporated closed-endedinvestment company with an unlimited life which is seeking to implement a placing and offer forsubscription of Ordinary Shares at 100p per share. The Company will have a single class of OrdinaryShares which will be admitted to the premium segment of the Official List and be traded on the LondonStock Exchange’s Main Market.

Summary of Investment Objective and Policy

The investment objective of the Company is to track the FTSE All UK Property Index which is a subset ofthe FTSE UK Commercial Property Index Series (the “FTSE Index”).

The strategy employed to track the FTSE Index is to replicate within the Company’s portfolio as closely aspracticable the constituents of the FTSE Index. The Company will therefore invest in a variety of propertyassets which may include property unit trusts, limited partnerships and limited liability partnerships, jointventures, real estate investment trusts, listed equities, bonds and other assets directly linked to commercialproperty.

The allocation and weighting of the FTSE Index constituents are in accordance with the criteria set out inthe Ground Rules and the FTSE Index Investment Guidelines, which are reviewed annually by FTSE. TheFTSE Index constituents currently comprise a portfolio of balanced/open-ended property funds, unlistedclosed-ended fixed term property funds, listed property companies and cash. The Company’s portfolio willhold, so far as is practicable, every security making up the FTSE Index in an amount that is materially equalto the security’s proportionate weight in the FTSE Index.

The Company’s assets will normally be invested so as to be fully exposed to UK commercial property. Thismakes allowance for amongst other things the cash held by, and borrowings of, the underlying assets. Tothe extent that the net result of investing in the underlying assets is that there is a residual net borrowingby the underlying assets, the Company will hold cash so as to offset this. To the extent that the net resultof investing in the underlying property assets is that there is a residual net cash position from the underlyingassets, the Company may borrow so as to offset this. The Directors believe that it is unlikely in theforeseeable future that such borrowings will be required.

Borrowings may also be used for the purposes of funding repurchases or redemptions of Ordinary Sharesor managing working capital requirements. However, the Company is limited to borrowing an amountequivalent to a maximum of 10 per cent. of its Net Asset Value at the time of drawdown.

The UK Commercial Property MarketThe UK is widely recognised as having one of the most advanced commercial property markets in theworld. FTSE estimate the total value of the UK commercial property universe to be approximately £597billion, of which some 49 per cent. is considered investable (Source: FTSE). In 2011, a total stock ofapproximately £33.5 billion of UK commercial property was transacted across a globally diversified spreadof investor types (Source: Property Data). The international interest in the UK market is in no small part dueto its attractiveness as a well understood and transparent market.

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The FTSE UK Commercial Property Index SeriesThe FTSE UK Commercial Property Index Series is maintained and published by FTSE and is designed tomeasure performance of the UK commercial property market. The FTSE Index is calculated daily by FTSEand provides a measure of performance of currently over £60 billion of UK commercial property diversifiedgeographically and across the retail, office and industrial sectors. The value of the FTSE UK CommercialProperty Index Series is derived directly from the asset values of the constituents of the Index.

MSS Real Estate was appointed as the Index Adviser to FTSE International Limited for the FTSE Index in2006 and, with FTSE, actively manages the FTSE Index to be representative of investable UK commercialproperty in accordance with the Ground Rules, compiled by FTSE and the FTSE Index InvestmentGuidelines compiled by the Index Adviser and approved by FTSE.

Investment Management ArrangementsThe Company will be managed by MSS Property which is domiciled in Guernsey and regulated by theGuernsey Financial Services Commission. The Investment Manager will delegate provision of day-to-dayinvestment management services to MSS Real Estate, the Investment Adviser, subject to the overallsupervision of the Investment Manager. The Investment Adviser is a subsidiary of MSS Property based inLondon.

MSS Real Estate is regulated and authorised in the United Kingdom by the Financial Services Authority.The partners of MSS Real Estate have been intimately involved in the design and construction of the FTSEIndex and assisting FTSE in maintaining the FTSE Index since its launch. They have a collective in depthknowledge of the commercial property industry, covering all aspects of the property business from directand indirect fund management and investing to derivatives and property development.

A monthly investment management fee will be payable to the Investment Manager at the rate of one twelfthof 0.65 per cent. of the Company’s net assets per month payable in arrears. The Investment Manager isresponsible for all fees payable to the Investment Adviser. The Investment Manager is not entitled to aperformance fee.

The Investment Management Agreement between the Company and the Investment Manager will beterminable amongst other things by either party giving to the other not less than twelve months’ writtennotice expiring not earlier than the day that falls 30 months after Admission.

The IssueThe Issue comprises a placing of Ordinary Shares by Jefferies Hoare Govett with institutional investors,private client fund managers and private client brokers. Ordinary Shares are also being made available tothe public in the United Kingdom (other than certain overseas investors) through the Offer for Subscription.

The issue price of the Ordinary Shares is 100p per share, payable in full on application. The Placing willclose at 3.00 p.m. on Thursday, 31 May 2012 (or such later time and/or date as the Company and/orJefferies Hoare Govett may agree). The latest time and date for receipt of Application Forms under the Offerfor Subscription will be 11.00 a.m. on Thursday, 31 May 2012, at which time and date the Offer forSubscription will close.

An aggregation commission of up to 5 per cent. of the amount subscribed may be payable by investorssubscribing pursuant to the Offer for Subscription as agreed between the individual investor and hisfinancial intermediary (if any), in which event an equivalent commission will be payable by the Company tosuch intermediary. Applications under the Offer for Subscription must be for a minimum of 1,000 OrdinaryShares (or £1,000 excluding aggregation commission (if any)) and thereafter in multiples of 100.

Applications have been made to the UK Listing Authority for the Ordinary Shares, issued and to be issuedpursuant to the Issue, to be admitted to the premium segment of the Official List and to the London StockExchange for such shares to be admitted to trading on its Main Market.

The Issue is not underwritten.

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Discount managementThe Directors intend to address any imbalance between the supply of and demand for Ordinary Shares inthe secondary market and to manage the discount to Net Asset Value at which the Ordinary Shares maytrade by purchasing Ordinary Shares in the market under its share buy back authority.

In addition, the Company intends to implement, subject to the Directors’ discretion, the Law and anyListing Rules requirements, a redemption facility in respect of up to 25 per cent. of the then issued sharecapital on a quarterly basis.

Further issuesThe Directors have authority to issue Ordinary Shares representing up to 10 per cent. of the Company’sissued share capital immediately following Admission on a non-pre-emptive basis to satisfy demand wherethose shares trade at a premium to Net Asset Value. The Directors will seek to renew this authority annuallycommencing at the Company’s first annual general meeting expected to be held in 2013.

If there is sufficient demand at any time following Admission, the Company may also seek to raise furtherfunds through the issue of C Shares.

Dividend policy

The Board intends to distribute substantially all of the Company’s net distributable income arising eachquarter and expects that dividends will constitute a material element of any return to Shareholders. TheDirectors anticipate that, once fully invested, the initial dividend yield will be approximately 3.5 per cent.*on the Issue Price.

In the absence of unforeseen circumstances, dividends on the Ordinary Shares will be payable quarterly,all in the form of interim dividends (the Company does not intend to pay any final dividends). The Companyexpects to pay, in respect of each financial year, interim dividends on the Ordinary Shares in August,November, February and May in respect of the three months ending on the preceding June, September,December and March, respectively.

*This is a target only and not a profit forecast. There can be no assurance that this target will be met or that the Company will makeany distributions at all. This target dividend yield should not be taken as an indication of the Company’s expected or actual currentor future results. The Company’s actual dividend yield will depend upon a number of factors, including but not limited to the size ofthe Issue and the Company’s total expense ratio. Potential investors should decide for themselves whether or not the dividend yieldis reasonable or achievable in deciding whether to invest in the Company.

DirectorsThe Board, consisting of Quentin Spicer, John Whittle and Jonathan Bridel, have overall responsibility forand oversight of the Company’s activities. All of the Directors are non-executive and all are independent ofthe Investment Manager and the Investment Adviser.

Principal Risk Factors

A. Risks relating to the Company and its portfolio● The underlying investments comprised in the FTSE Index are subject to market risk. The

Company is therefore at risk that market events may affect performance.

● The Company’s investment risk will be determined by the spread of investments represented inthe FTSE Index.

● A material adverse event in an underlying fund may substantially affect the performance of theCompany.

● Investments made by the Company may be relatively illiquid and this may limit the ability of theCompany to realise its investments.

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● The Company may not achieve its investment objective and will depend on the InvestmentAdviser’s ability to replicate the FTSE Index.

● The use of leverage by the underlying funds may increase the volatility of the Company’s returns.

● There is a risk of issuer default through use of derivative or synthetic instruments.

● Any reduction or decline in the availability of credit facilities and/or liquidity provisions mayadversely affect the Company’s underlying funds’ and therefore performance.

● The Company’s investments may carry counterparty risk.

● Changes in law or regulations, or a failure to comply with any laws and regulations, mayadversely affect the Company’s business, investments and performance.

● The Alternative Investment Fund Managers Directive may have a negative effect on marketingand liquidity of the Company’s shares.

● If the Company or the underlying funds in which it directly or indirectly invests become subjectto tax on a net income basis in any tax jurisdiction, including the United Kingdom, theCompany’s financial condition and prospects could be materially and adversely affected.

● Changes in taxation legislation, or the rate of taxation, may adversely affect the Company, or theunderlying funds and their investment performance.

● The Company and the underlying funds it invests in may not be able to realise the value of theinvestments that they report from time to time.

● The value of property and property-related assets is inherently subjective due to the individualnature of each property. As a result, valuations are subject to substantial uncertainty.

● Property valuations may be the subject of price negotiations and generally in the market thereis evidence of volatility of pricing.

● A proportion of the Company’s portfolio may be held in cash.

● The Company has no operating history.

● The Company has no employees and is reliant on the performance of third party serviceproviders.

● Investor returns will be dependent upon the performance of the portfolio and the Company mayexperience fluctuations in its operating results.

● Any change in financial reporting standards or accounting practices could affect the reportedvalue of the investments held by the Company.

● There is no assurance that the initial dividend yield will be achieved.

B. Risks relating to tracking the FTSE Index● It may from time to time be necessary to alter the balance of investments held in the Company’s

portfolio to reflect changes in the Ground Rules and/or the construction of the FTSE Index.

● FTSE or the Investment Manager may terminate its licence to use “FTSE” and “FTSE UKCommercial Property Index Fund Limited” in connection with the Company.

● The Company’s ability to track the FTSE Index may be compromised by the Company’s liquidityrequirements.

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C. Risks relating to the Investment Manager● The Company is dependent on the Investment Manager and the departure of some or all of the

Investment Manager’s investment professionals could prevent the Company from achieving itsinvestment objective.

● There can be no assurance that the Directors will be able to find a replacement manager onacceptable terms if the Investment Management Agreement is terminated.

● The Investment Manager may allocate some of its resources to activities in which the Companyis not engaged, which could have a negative impact on the Company’s ability to achieve itsinvestment objective.

● The Investment Manager and its affiliates may provide services to other clients which couldcompete directly or indirectly with the activities of the Company and may be subject to conflictsof interest in respect of its activities on behalf of the Company.

D. Risks relating to taxation● The levels of, and relief from, taxation may change.

● Changes in taxation legislation or practice may adversely affect the Company and the taxtreatment for Shareholders investing in the Company.

● Management error could result in the Company being considered UK tax resident

E. Risks relating to the Ordinary Shares● The value of an investment in the Company, and the income derived from it, if any, may go down

as well as up and the market price may fluctuate independently of underlying Net Asset Value.

● It may be difficult for Shareholders to realise their investment and there may not be a liquidmarket in the Ordinary Shares.

● The Company’s ability to pay dividends, redeem and/or repurchase Ordinary Shares is governedby The Companies (Guernsey) Law, 2008 which requires the Company to satisfy a solvency test.

● A Shareholder may not be able to enforce a judgement against some or all of the Directors fromtime to time.

● Operation of the Company’s redemption facility will reduce the number of Ordinary Shares inissue, and therefore the total expense ratio per share will be higher.

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RISK FACTORS

The Company’s business, financial condition, performance, prospects, operating results and/orshare price could be materially and adversely affected by any of the risks described below. Ifany of the adverse events described below actually occur, investors may lose all or part of theirinvestment. In addition to the other information set out in this document, the risks describedbelow should be carefully considered by investors and prospective investors prior to making anyinvestment decision relating to the Ordinary Shares. The risks set out below are those riskswhich the Directors consider to be material as at the date of this document, but should not beregarded as a complete and comprehensive statement of all potential risks and uncertainties.Additional risks and uncertainties which are not presently known to the Directors or that theDirectors currently consider to be immaterial may also have an adverse effect on the Company’sbusiness, financial condition, performance, prospects, operating results and/or share price.

Investors may lose a substantial proportion or even all of their investment in the Company. Ifinvestors are in any doubt as to the consequences of their acquiring, holding or disposing ofOrdinary Shares, or whether an investment in the Company is suitable for them in the light ofinformation in, or incorporated by reference into, this document or their personal circumstancesincluding the financial resources available to them, they should consult their stockbroker, bankmanager, solicitor, accountant or other independent financial adviser authorised under theFinancial Services and Markets Act 2000 or, in the case of investors outside the United Kingdom,another appropriately authorised independent financial adviser.

A. Risks relating to the Company and its portfolio

1. The underlying investments comprised in the FTSE Index are subject to market risk. TheCompany is therefore at risk that market events may affect performanceMarket risk is risk associated with changes in market prices or rates, availability of credit, inflationrates, economic uncertainty, changes in laws, national and international political circumstances. Whilethe Company, through its investments in underlying funds and listed property companies holds adiversified portfolio of assets, any of these factors including specific market events, such as the globalfinancial crisis and levels of sovereign debt, may be materially detrimental to the performance of theCompany’s investments.

2. The Company’s investment risk will be determined by the spread of investmentsrepresented in the FTSE IndexAll of the assets of the Company will be invested directly in underlying funds and property companiesin allocations and weightings selected to replicate the FTSE Index in accordance with the Company’sstated investment objective and strategy. The Company has no control over the allocations andweightings of the FTSE Index nor in the investments made by the underlying funds and propertycompanies. Accordingly, the Company’s diversification of investment risk will depend, to a substantialdegree, on the allocations in the FTSE Index.

The Company is exposed to the performance of the underlying funds and property companiesselected to replicate the FTSE Index. Due to this correlation, investors should therefore be aware ofthe particular risks associated with the FTSE Index and the underlying funds and property companies,and the particular risk of losses by one or more of these vehicles. These risks are considered in furtherdetail below.

3. A material adverse event in an underlying fund may substantially affect the performanceof the CompanyIn line with the FTSE Index restrictions, substantially all of the assets of the Company will be investedin underlying funds where no single open-ended fund investment can represent more than 10 percent. of the net asset value of the Company and no single closed-ended fund investment canrepresent more than 5 per cent. of the net asset value of the Company. In addition to the FTSE Indexrestrictions, the Company may not invest more than 15 per cent. of the Company’s net asset valuein any one investment, other than in any ETF where the Company may not invest more than 25 percent. of the Company’s net asset value. As a result, and in spite of the risk diversification represented

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by the FTSE Index, if an event occurs which materially affects the performance of an underlyinginvestment, such an event would be likely to have a significant effect on the performance of theCompany.

4. Investments made by the Company may be relatively illiquid and this may limit the abilityof the Company to realise its investmentsSubstantially all of the assets of the Company will be invested in underlying funds or listed propertycompanies. There may be no active market in the Company’s interests in the underlying funds and /or listed property companies. In order to realise its investments in underlying funds, the Company mayneed to exercise its redemption rights to have its investment redeemed in accordance with its rightsas an investor in the relevant underlying fund. The Company may not have redemption rights inrelation to all of its investments due to the legal nature of the investment vehicle, for example itsinvestments in listed property companies where the Company will be required to realise suchinvestments on a recognised stock exchange. In circumstances where there is no active market inthe Company’s interests in underlying funds and/or listed property companies and the Company isrequired to provide liquidity for example in order to fund redemption requests, the Company may onlybe able to realise its interest at a discount to the Net Asset Value or it may be required to sell a moreliquid investment in proportions which do not replicate the FTSE Index. As consequence, the value ofthe Company’s investments may be materially adversely affected.

In addition, the Company may only redeem its shares in certain underlying funds on a monthly, or lessfrequent, basis with typically from one to ninety days’ notice. Withdrawals or redemptions by otherinvestors in the underlying funds may also negatively impact the value of the fund in question andtherefore on the Company’s investment. Furthermore, the redemption of shares in an underlying fundmay be rejected by an underlying fund if the aggregate net asset value of the shares retained afterthe proposed redemption falls below the minimum holding requirement of such underlying fund.Redemption requests may also be scaled back pro rata by the directors of an underlying fund wherethe total redemption requests received in respect of a certain redemption date exceed a setproportion of the shares in issue in the underlying fund at that time.

In addition, each of the underlying funds have the ability to temporarily suspend the right of theirinvestors to redeem their investment during periods of exceptional market conditions.

5. The Company may not achieve its investment objective. The ability of the Company to meetits investment objective will depend on the Investment Adviser’s ability to replicate theFTSE IndexThe Company may not achieve its investment objective. Meeting that objective is a target but theexistence of such objective should not be considered as an assurance or guarantee that it can or willbe met.

The success of the Company will depend on the ability of MSS Property and MSS Real Estate toreplicate the FTSE Index. Whilst MSS Real Estate is the Index Adviser to FTSE for the FTSE Indexand the Investment Adviser to the Company, there can be no assurance that the Investment Managerand/or the Investment Adviser will be able to replicate the FTSE Index at all times. The InvestmentManager’s ability to invest the Company’s assets in underlying funds in the proportions consideredoptimal under the FTSE Index Investment Guidelines may be constrained by lack of capacity in theunderlying funds or in the market generally. To the extent that the Company is unable to invest in theunderlying funds in its preferred proportions then the ability to replicate the FTSE Index and theperformance of the Company may be affected as a result.

6. The use of leverage by the underlying funds may increase the volatility of the Company’sreturnsCertain of the underlying funds are capable of utilising substantial leverage in order to increaseinvestment exposure with a view to achieving their target returns at the target volatilities. It is the aimof the FTSE Index, and therefore the Company, to manage its investments such that any suchleverage or gearing in one or more underlying funds is offset, or neutralised, by cash held in otherunderlying funds and by the Company. To the extent that net leverage remains it presentsopportunities for increasing total returns, it can also have the effect of increasing the volatility of theunderlying fund and, by extension, the NAV of the Company, including the risk of total loss of the

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amount invested. If income and capital appreciation on investments made with borrowed funds areless than the costs of the leverage, the net asset value of the underlying fund will decrease. Anyleverage utilised will be subject to margin costs and set up fees whilst cash holdings may also besubject to a margin.

As described above, while this effect may be beneficial when market movements are favourable, itmay result in a substantial loss of capital when market movements are unfavourable. Investors shouldconsider carefully the overall leverage profile of the Company, taking into account the position of theunderlying funds, when considering making an investment in Ordinary Shares.

7. There is a risk of issuer default through use of derivative or synthetic instrumentsTo the extent the Company or the underlying funds utilise, or utilise leverage through the use of,derivative or synthetic instruments, their interest (if any) in the securities underlying the derivative maybe supplemented or replaced by exposure to the issuer of the derivative or synthetic instruments.These instruments may not offer any capital guarantee. In the event of the insolvency of an issuer orother event of default, the underlying fund may only rank as an unsecured creditor in respect of sumsdue from the issuer. In such event, the underlying fund may receive an amount of money in respectof the amount due under the derivative or synthetic instrument in question at a time later than wouldotherwise have been the case and the amount received may be zero. Any such losses will be bornedirectly or, where via underlying funds, indirectly by the Company and returns to Shareholders maybe significantly adversely affected.

8. Any reduction or decline in the availability of credit facilities and/or liquidity provisionsmay adversely affect the Company’s underlying funds and therefore performanceThe credit facilities used by underlying funds to generate leverage may only be available from a limitednumber of banks that choose to provide funds to companies such as the underlying funds and similarentities. Accordingly, it may be difficult in future for the underlying funds to obtain credit facilities andit may be difficult for the underlying funds to diversify the sources from which they obtain such creditfacilities. Furthermore, such credit facilities may be withdrawn by the banks which provide them. Ifsuch facilities were unavailable to the underlying funds, or their availability were to become morerestricted, the investment returns available to, and therefore the value of, the underlying funds maybe decreased and the underlying fund may be forced to sell assets at an unattractive level. Therefore,the Company may also be materially adversely affected by a fall in the value of its assets.

9. The Company’s investments may carry counterparty riskThe Company’s investments may carry counterparty risk. Investments made by the Company maynot be regulated by the rules of any stock exchange or investment exchange or other regulatory bodyor authority. The counterparties to such investments may have no obligation to make markets in suchinvestments and may have the ability to apply essentially discretionary margin and creditrequirements. Furthermore, the Company will be subject to the risk of bankruptcy of, or the inabilityor refusal to perform with respect to such investments by, the counterparties with which they deal.

The bankruptcy of, or refusal to perform obligations by, any counterparty with which the Companydeals or in respect of any of the Company’s investments may materially adversely affect the value ofthe Company’s investment and may in certain circumstances put the Company at risk of losing someif not all of the value of the investment concerned. Such a loss could materially adversely affect thevalue of the Company’s assets as a whole.

10. Changes in law or regulations, or a failure to comply with any laws and regulations, mayadversely affect the Company’s business, investments and performance

The Company is subject to laws and regulations enacted by national and local governments. Inparticular, the Company is subject to and will be required to comply with certain regulatoryrequirements that are applicable to listed closed-end investment companies which are domiciled inGuernsey. These include compliance with any decision of the GFSC. In addition, the Company issubject to and will be required to comply with certain regulatory requirements that are applicable toclosed ended investment companies (including continuing obligations) whose shares are listed on thepremium segment of the Official List. Furthermore, the laws and regulations affecting the Companyand underlying funds and the regulatory environment for investment funds are evolving.

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Any change in the laws and regulations affecting the Company or the underlying funds may have anadverse affect on the ability of the Company or the underlying funds to carry on their respectivebusinesses and pursue their investment policies. Any such changes may also adversely affect thevalue of investments held by underlying funds, the ability of underlying funds to invest their funds withmaximum liquidity and the ability of underlying funds to obtain the leverage they might otherwiseobtain. In such event, the investment returns of the underlying fund and, therefore, of the Company,may be materially adversely affected.

11. The Alternative Investment Fund Managers Directive may have a negative effect onmarketing and liquidity of the Company’s shares

The European Commission published the Alternative Investment Fund Managers Directive on 1 July2011 (“Directive”). This Directive, which came into force on 21 July 2011 is due to be implementedthrough secondary legislation in the UK by 3 July 2013, and is likely to have a significant impact onthe management of almost all investment funds which are not authorised UCITS collective investmentschemes. There is a continuing debate on the so called “third country” provisions which are not dueto come into effect until 2017 and may affect the Company as it is incorporated in Guernsey whichis not part of the EU. Although it is too early to be definitive as to the impact on the Company, it seemslikely that there will be restrictions on the marketing of shares issued by non-EU domiciled funds(including the Ordinary Shares) to investors in the EU, which in turn may have a negative impact onmarketing and liquidity generally. It is also likely there will be an increase, potentially a materialincrease, in the Company’s governance and administration expenses in complying with the Directiveif the Company wishes to market within the EU. The Board and the Company’s advisers will continueto monitor the progress and likely implications of the Directive for the Company and, in particular,costs.

12. If the Company or the underlying funds in which it directly or indirectly invests becomesubject to tax on a net income basis in any tax jurisdiction, including the United Kingdom,the Company’s financial condition and prospects could be materially and adverselyaffectedThe Company intends to conduct its affairs so that it will not be treated as resident for taxationpurposes, or as having a permanent establishment or otherwise being engaged in a trade orbusiness, in any country other than Guernsey. The Company therefore intends that it will not besubject to tax on a net income basis in any country, including Guernsey, where it expects to continueto qualify for an exemption from income tax liability. There can be no assurance, however, that the netincome of the Company will not become subject to income tax in one or more countries, includingthe United Kingdom, as a result of unanticipated activities performed by the Company, adversedevelopments or changes in law, contrary conclusions by the relevant tax authorities or other causes.The imposition of any such unanticipated net income taxes could materially reduce the Company’spost-tax returns available for distributions on, and consequently the value of, Ordinary Shares. Theunderlying funds in which the Company directly or indirectly invests generally will be subject to similarrisks.

13. Changes in taxation legislation, or the rate of taxation, may adversely affect the Company,or the underlying funds and their investment performanceAny change in the Company’s or the underlying funds’ tax status, or in taxation legislation in Guernseyor the United Kingdom, or elsewhere could affect the value of the investments held by the Companyor the Company’s ability to achieve its investment objective or alter the post-tax returns toShareholders. Statements in the Prospectus concerning the taxation of Shareholders and/or theCompany are based upon current Guernsey and United Kingdom tax law and published practice asat the date of this document, which law and practice is, in principle, subject to change (potentiallywith retrospective effect) that could adversely affect the ability of the Company to meet its investmentobjective and which could adversely affect the taxation of Shareholders and/or the Company.

14. The Company and the underlying funds it invests in may not be able to realise the value ofthe investments that they report from time to timeThe investments that the Company and any underlying funds make may be in a form for which marketquotations and/or valuations are not readily available. For example, in calculating the Net Asset Value

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and the Net Asset Value per share, the Administrator will be relying on the published valuations ofshares in any unquoted underlying fund or property company. Valuations of unquoted funds may bepublished based on estimated values of investments and on the basis of the published informationavailable to the Administrator at the time. Such estimates will be unaudited and may not be subjectto independent verification. These valuations are inherently uncertain and may fluctuate over shortperiods of time. The Company can provide no assurance that the investment valuations it recordsfrom time to time will ultimately be realised. In the event that a price or valuation estimate acceptedby the Administrator in relation to an underlying fund subsequently proves to be incorrect, noadjustment to any previously calculated Net Asset Value or Net Asset Value per Share will be made.In addition, the Company would have to rely on the redemption mechanism offered by any unquotedinvestments in order to realise its investment in a timely manner. Accordingly, the Company and theunderlying funds it invests in may not be able to realise the value of the investments that they reportfrom time to time.

15. The value of property and property-related assets is inherently subjective due to theindividual nature of each property. As a result, valuations are subject to substantialuncertaintyThe value of property and property-related assets is inherently subjective due to the individual natureof each property. As a result, valuations are subject to substantial uncertainty. There is no assurancethat the valuations of properties underlying the Company’s portfolio of investments will reflect theactual sale price even where such sales occur shortly after the relevant valuation date.

The performance of the Company would be adversely affected by a downturn in the property marketin terms of market value or a weakening of rental yields or in the event of substantial damage toproperty (whether by reason of vandalism, flood, terrorism or fire) that is not insured or under insuredfor insurance purposes. In the event of default by a tenant or during any other void period, theCompany and/or the underlying funds represented in the Index will suffer a rental shortfall and incuradditional expenses until the property is re-let. These expenses could include legal and surveyor’scosts in re-letting, maintenance costs, insurances, rates and marketing costs.

Any continuing property market recession could materially adversely affect the market value ofproperties. Returns from an investment in property depend largely upon the amount of rental incomegenerated from the property and the expenses incurred in the development or redevelopment andmanagement of the property, as well as upon changes in its market value.

Rent reviews may not be settled at the then estimated net annual rent.

Both rental income and market values may also be affected by other factors specific to thecommercial property market, such as competition from other property owners, the perceptions ofprospective tenants of the attractiveness, convenience and safety of properties, the inability to collectrents because of the bankruptcy or insolvency of tenants or otherwise, the periodic need to renovate,repair and re-lease space and the costs thereof, the costs of maintenance and insurance, andincreased operating costs. In addition, certain significant expenditures, including operating expenses,must be met by the owner even when the property is vacant.

Any change to the laws and regulations relating to the UK commercial property market may have anadverse effect on the market value of the Company and/or the rental income of the Company.

The underlying funds and property companies are managed and advised by persons other than theInvestment Manager. The value of the property funds, and the income from them, will depend, in part,on the performance of such managers and advisers and the costs and expenses incurred by theproperty funds.

Investments in property and certain property related assets, are relatively illiquid and may be moredifficult to realise than equities or bonds.

Investments in property funds including listed property companies may be valued more or less fromtime to time in the market than their underlying net asset values as a result of a number of factorsincluding market sentiment, outlook and liquidity. Shareholders should be aware that securities inindirect property funds may trade at significantly less than their net asset values or not trade at all.

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The downturn in the economy has caused considerable levels of write-downs, reduced output andan unwillingness to spend by the financial services industries, which could result in a decrease intenant demand for existing and future properties. Such a decrease in tenant demand could increasevacant space and exert pressure on landlords to provide rental incentives to tenants resulting in adecrease in the rental income, ERV, rental growth and property values, which could have a materialadverse effect on the business, financial condition, results of operations, future prospects ofcompanies represented in the Index and/or the price of the Ordinary Shares.

The current global market turmoil and weakening economic conditions in the United Kingdom andelsewhere could adversely impact consumer businesses and decrease the demand for retail propertyin a market with significant retail stock availability, resulting in difficulties letting vacant space, the needfor rental incentives to attract tenants, an outward shift in yields and a decrease in property valuations,which could have a material adverse effect on property companies’ business, financial condition,results of operations, future prospects and/or the price of the Ordinary Shares.

Owners of real property are subject to potential defects of title and environmental regulations that canimpose liability for cleaning up contaminated land, watercourses or groundwater on the personcausing or knowingly permitting the contamination. Property companies owning or acquiringcontaminated land, could also be liable to third parties for harm caused to them or their property asa result of the contamination. If a company is found to be in violation of environmental regulations, itcould face reputational damage, regulatory compliance penalties, reduced letting income andreduced asset valuation, which could have a material adverse effect on the business, financialcondition, results of operations, future prospects of a property company and/or the price of theOrdinary Shares.

16. Property valuations may be the subject of price negotiations and generally in the marketthere is evidence of volatility of pricingThe financial markets have seen significant turbulence over the last few years resulting in severeliquidity shortages. The turmoil in the credit markets had an immediate effect on the real estateinvestment market, resulting in some transactions failing and/or prices being renegotiateddownwards. This has caused a marked reduction in the volume of transactions with activity belowthe levels of recent years. The negotiation of price reductions prior to the completion of transactionsremains common. Generally, there is greater volatility of pricing in the evidence generated bycomparable transactions and in these circumstances there is a greater degree of uncertainty than thatwhich exists in a more active and stronger market in forming an opinion of the realisation prices ofproperty assets.

Property portfolios (other than property funds which produce their own net asset value statements)are typically valued on the basis of “Market Value” in accordance with the Red Book. In determiningMarket Value, the valuer is required to make certain assumptions. Such assumptions may prove tobe inaccurate. This is particularly so in periods of volatility or when there is limited real estatetransactional data against which property valuations can be benchmarked. In addition, the valuationsof wholly owned properties and indirect property funds are accurate only as of their valuation date,and market volatility since that date may cause further significant changes in the value of theproperties underlying the Company’s portfolio since such date. There can also be no assurance thatthese valuations will be reflected in the actual transaction prices, even where any such transactionsoccur shortly after the relevant valuation date, or that the estimated yield and annual rental incomewill prove to be attainable. In addition, due to the uncertainty of the current global economic climate,it is possible that real estate prices and values could decrease significantly or continue to be subjectto heightened volatility. The current illiquidity in financial markets means that it may be very difficult inthe short term to achieve the sale of properties at prices reflected in the valuations of wholly ownedproperties and indirect property funds.

The value of properties can be affected by factors outside of a company’s control, including decliningdemand for office and retail estate, changes in general economic conditions, changing local supplyand the attractiveness of real estate to other investment choices. Failure to achieve successful salesof properties in the future at acceptable prices could have an adverse effect on a company’sbusiness, financial condition, results of operations, future prospects or the price of the OrdinaryShares.

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17. A proportion of the Company’s portfolio may be held in cashA proportion of the Company’s portfolio may be held in cash, depending on the construction of theFTSE Index, from time to time. This proportion of the Company’s assets will not be invested in thecommercial property market and will not benefit from positive market movements in underlying fundsor investments. There may be little or no return on cash balances. Institutions which provide creditfacilities services carry counterparty risk and therefore cash balances are not risk free.

18. The Company has no operating historyThe Company was incorporated on 25 April 2012. The Company has not commenced operationsand has no operating history. No historical financial statements or other meaningful operating orfinancial data upon which prospective investors may base an evaluation of the likely performance ofthe Company have been made up. An investment in the Company is therefore subject to all the risksand uncertainties associated with a new business, including the risk that the Company will notachieve its investment objective and that the value of an investment in the Company could declinesubstantially as a consequence.

19. The Company has no employees and is reliant on the performance of third party serviceprovidersThe Company has no employees and the Directors have all been appointed on a non-executive basis.Whilst the Company has taken all reasonable steps to establish and maintain adequate procedures,systems and controls to enable it to comply with its obligations, the Company is reliant upon theperformance of third party service providers for its executive function. In particular, the InvestmentManager, the Administrator and the Registrar will be performing services which are integral to theoperation of the Company. Failure by any service provider to carry out its obligations to the Companyin accordance with the terms of its appointment could have a materially detrimental impact on theCompany. Notwithstanding these factors, nothing in this risk factor should be taken as implying thatthe Company will be unable to comply with its obligations as a company with securities admitted tothe Official List.

The past performance of other investments managed or advised by the Investment Manager or theInvestment Manager’s investment professionals cannot be relied upon as an indicator of the futureperformance of the Company. Investor returns will be dependent upon the Company successfullypursuing its investment policy. The success of the Company will depend inter alia on the InvestmentManager’s ability to identify, acquire and realise investments in accordance with the Company’sinvestment policy. This, in turn, will depend on the ability of the Investment Manager to apply itsinvestment processes in a way which is capable of identifying suitable investments for the Companyto invest in. There can be no assurance that the Investment Manager will be able to do so or that theCompany will be able to invest its assets on attractive terms or generate any investment returns forShareholders or indeed avoid investment losses.

20. Investor returns will be dependent upon the performance of the portfolio and the Companymay experience fluctuations in its operating resultsInvestors contemplating an investment in the Ordinary Shares should recognise that their marketvalue can fluctuate and may not always reflect their underlying value. Returns achieved are reliantprimarily upon the performance of the portfolio. No assurance is given, express or implied, thatShareholders will receive back the amount of their original investment in the Ordinary Shares. It shouldbe remembered that the trading price of Ordinary Shares and the income received on them can godown as well as up.

The Company may experience fluctuations in its operating results due to a number of factors,including changes in the values of investments made by the Company, changes in the amount ofdistributions, dividends or interest paid by companies in the Company’s investment portfolio, changesin the Company’s operating expenses and the operating expenses of the Investment Manager,variations in and the timing of the recognition of realised and unrealised gains or losses, the degreeto which the Company encounters competition and general economic and market conditions. Suchvariability may lead to volatility in the trading price of the Ordinary Shares and cause the Company’sresults for a particular period not to be indicative of its performance in a future period.

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21. The Company’s ongoing expenses may represent a greater proportion of the Company’sassets than originally anticipatedThe Issue is not being underwritten by any party. It is therefore possible that the number of OrdinaryShares issued pursuant to the Issue will be less than originally anticipated. In such circumstances theongoing expenses of the Company would represent a greater proportion of the Company’s assetsthan would otherwise have been the case. The Company will incur obligations to pay all fees andproperly incurred out-of-pocket expenses by the Directors, the Administrator, the InvestmentManager, the Custodian and other advisers. These expenses will be payable regardless of whetherthe Company makes a profit.

22. No assurance that the initial dividend yield will be achievedThe Company’s anticipated initial dividend yield set out in this document is a target only (and, for theavoidance of doubt, is not a profit forecast). There can be no assurance that the Company will meetthis target yield, or any other level or return. The existence of the target return should not beconsidered as an assurance or guarantee that it can, or will be, met by the Company. Although thetarget return is presented as a specific number, the actual return achieved by the Company may varyfrom the target return and this variation may be material. The operation of the redemption facility mayresult in a fall in the yield.

In setting the initial target yield, the Company has assumed that it will be able to implement itsinvestment strategy successfully. The initial target yield is based on the Directors’ assessments, inlight of their experience, of appropriate expectations for returns on the investments that the Companyproposes to make. There can be no assurance that these assessments and expectations will beproved correct and failure to achieve any or all of them (including the expectation that the yields onunderlying investments will be met) may materially adversely impact the Company’s ability to achievethe initial target yield. Failure to achieve the initial target yield could, among other things, have amaterial adverse effect on the market price of the Ordinary Shares. Potential investors should decidefor themselves whether or not the initial target yield is reasonable or achievable in deciding whetherto invest in the Company.

23. Any change in financial reporting standards or accounting practices could affect thereported value of the investments held by the CompanyAny change in financial reporting standards or accounting practices could affect the reported valueof the investments held by the Company, affect the Company’s ability to provide returns to OrdinaryShareholders or alter the post-tax returns to Ordinary Shareholders.

B. Risks relating to tracking the FTSE Index

1. It may from time to time be necessary to alter the balance of investments held in theCompany’s portfolio to reflect changes in the Ground Rules and/or the construction of theFTSE IndexIt may from time to time be necessary to alter the balance of investments held in the Company’sportfolio to reflect changes in the Ground Rules and/or the construction of the FTSE Index. It may bedifficult to achieve such changes without incurring significant costs. The Ground Rules are maintainedand evolved by the Index Committee whose members are not connected to the Investment Adviser.As such, the Index Committee may make changes to the Ground Rules that the Investment Managerand Investment Adviser will be required to follow as part of the investment objective of the Company.This will have the effect of requiring the Investment Manager and Investment Adviser to make achange to the portfolio that it may not otherwise have made. As required by the Listing Rules, anymaterial change to the investment policy of the Company will only be made with the approval ofShareholders.

2. FTSE or the Investment Manager may terminate its licence to use “FTSE” and “FTSE UKCommercial Property Index Fund” in connection with the CompanyFTSE has granted a licence to the Investment Manager to use certain trademarks, including “FTSEUK Commercial Property Index Fund Limited”, as well as the right to use FTSE UK CommercialProperty Index Series in connection with the operation of the Company. Under the terms of the

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licence, under certain circumstances, such as insolvency of the Investment Manager, the licence maybe terminated. Accordingly, the Investment Manager is not always guaranteed to have the benefit ofthe licence in connection with the operation of the Company albeit that the holding or not of thelicence should have no quantifiable impact on NAV. In the event of the Investment Manager no longerbeing the manager of the Company, the Company has no right to takeover the licence.

3. The Company’s ability to track the FTSE Index may be compromised by the Company’sliquidity requirementsThe Company’s ability to track the FTSE Index may be compromised by the Company’s liquidityrequirements from time to time, for example by the need to provide liquidity to fund redemption and/orrepurchases of Ordinary Shares and/or meeting the general running expenses of the Company. Thiscould adversely affect the Company’s ability to achieve its investment objective.

C. Risks relating to the Investment Manager

1. The Company is dependent on the Investment Manager and the departure of some or allof the Investment Manager’s investment professionals could prevent the Company fromachieving its investment objectiveThe Company has no employees and depends on the diligence, skill, judgment and businesscontacts of the Investment Manager’s investment professionals and the information and deal flowthey generate during the normal course of their activities. The Investment Manager has significantdiscretion as to the implementation of the Company’s investment policy. In particular, the Company’sperformance will be dependant in part upon the success of the Investment Manager’s investmentprocess. The Company’s future success depends on the Investment Manager’s ability to strategicallyrecruit, retain and motivate new talented personnel. However, the Investment Manager may not besuccessful in its efforts to recruit, retain and motivate the required personnel as the market forqualified investment professionals is extremely competitive. The Investment Manager’s existinginvestment professionals are not obligated to remain employed with the Investment Manager.

2. There can be no assurance that the Directors will be able to find a replacement manageron acceptable terms if the Investment Manager resigns or if the Directors terminate theInvestment Management AgreementUnder the terms of the Investment Management Agreement, the Investment Manager may resign bygiving the Company not less than 12 months’ written notice, such notice expiring on or after the daythat falls 30 months after Admission. The Investment Manager shall, from the date such noticeexpires, cease to make investment decisions on behalf of the Company. The Directors would, in thesecircumstances, have to find a replacement manager for the Company and there can be no assurancethat such a replacement with the necessary skills and experience could be appointed on termsacceptable to the Company. In this event, the Directors would have to formulate and put forward toShareholders proposals for the future of the Company, which may include a change in its investmentpolicy its merger with another investment company, reconstruction or winding up.

3. The Investment Manager may allocate some of its resources to activities in which theCompany is not engaged, which could have a negative impact on the Company’s ability toachieve its investment objectiveThe Investment Manager is not required to commit all of its resources to Company affairs. Insofar asthe Investment Manager devotes resources to its responsibilities to other business interests, its abilityto devote resources and attention to the Company’s affairs will be limited. This could adversely affectthe Company’s ability to achieve its investment objective.

4. The Investment Manager and its affiliates may provide services to other clients whichcould compete directly or indirectly with the activities of the Company and may be subjectto conflicts of interest in respect of its activities on behalf of the CompanyThe Investment Manager and its affiliates may carry on investment activities for their own accountsand for other accounts in which the Company has no interest. The Investment Manager and itsaffiliates also provide management services to other clients, including other investment companies

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and collective investment funds. The Investment Manager and its affiliates may give advice andrecommend securities to other managed accounts or investment funds which may differ from advicegiven to, or investments recommended or bought for, the Company, even though their investmentpolicies may be the same or similar.

Although MSS Real Estate is Index Adviser to FTSE for the FTSE UK Commercial Property IndexSeries and investment adviser to the Company, the FTSE Index itself is not investable and is managedon a synthetic basis using market sources for prices and data. MSS Real Estate will review the currentcomponents of the FTSE Index and use this information as its investment universe for investments forthe Company, but will not make any actual investments on behalf of the FTSE Index.

FTSE manages the FTSE Index and is responsible for its calculation. MSS Real Estate’s role as IndexAdviser is to advise FTSE on this and assist FTSE to ensure that the FTSE Index complies with theFTSE Ground Rules, in particular in order to deliver the FTSE Index’s objectives as set out in theGround Rules. FTSE is responsible for maintaining the Ground Rules. The FTSE Index’s objectives areindependent of the Company’s objectives, which are to track the FTSE Index. FTSE has noinvolvement in the Company.

Furthermore, FTSE has controls in place to protect against any conflicts happening. FTSE have putin place an Index Advisory Committee which seeks to ensure that the FTSE Index is managed andcalculated according to the Ground Rules, so that it remains impartial, transparent and accurate, andto evolve these rules to ensure that they continue to meet market needs. In fulfilling this role, the IndexAdvisory Committee reviews the documentation provided by MSS Real Estate in relation to eachproposed index constituent and, if satisfied with the evaluation, provides its approval as to whetherthe target fund should be included in the FTSE Index.

As a result, there is no conflict anticipated between MSS Real Estate’s interests and the Company’sinterests. If MSS Real Estate becomes aware as a result of its role as investment adviser to theCompany that the Company is not able to meet its objectives i.e. is not able to replicate the FTSEIndex, for example as a result of requiring to fund significant redemption requests, MSS Real Estateis not permitted to change the constituents of the FTSE Index to help the Company meets itsobjectives.

Nonetheless, the MSS Group adheres to a conflicts of interest policy and will ensure, under the termsof the Investment Management Agreement, that all transactions which involve or may involve apotential conflict of interest are effected on terms which are not materially less favourable to theCompany than if the potential conflict had not existed. MSS Group will also ensure fair treatment asrequired under the FSA’s Conduct of Business Source Book.

D. Risks relating to taxation

1. The levels of, and reliefs from, taxation may changeThe levels of, and reliefs from, taxation may change. The tax reliefs referred to in this document arethose currently available and their value depends on the individual circumstances of Shareholders.Any change in the Company’s and any subsidiaries’ tax status or in taxation legislation in Guernseyor the United Kingdom or any other tax jurisdiction affecting Shareholders could affect the value ofthe investments held by the Company or by any subsidiaries or affect the Company’s ability to achieveits investment objective for the Ordinary Shares or alter the post tax returns to Shareholders. If youare in any doubt as to your tax position, you should consult your own professional adviser withoutdelay.

2. Changes in taxation legislation or practice may adversely affect the Company and the taxtreatment for Shareholders investing in the CompanyPotential investors should consult their tax advisers with respect to their particular tax situations andthe tax effects of an investment in the Company. Representations in this document concerning thetaxation of investors or prospective investors in Ordinary Shares are based upon current tax law andpractice and their value depends on the individual circumstances of investors, each of which is inprinciple subject to change. The value of particular tax reliefs, if available, will depend on eachindividual Shareholder’ circumstances. In particular, whilst the Company intends to apply for reporting

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fund status under the UK anti-avoidance offshore funds legislation, the rules enabling the Companyto qualify for reporting fund status are in principle subject to change. This document is not a substitutefor independent tax advice.

3. Management errors could potentially lead to the Company being considered UK taxresidentIn order to maintain its non-UK tax resident status, the Company is required to be controlled andmanaged outside the United Kingdom. The composition of the Board of Directors, the place ofresidence of the individual Directors and the location(s) in which the Board of Directors makesdecisions will be important in determining and maintaining the non-UK tax resident status of theCompany. Although the Company is established outside the United Kingdom and a majority of theDirectors live outside the United Kingdom, continued attention must be given to ensure that majordecisions are not made in the United Kingdom or the Company may lose its non-UK tax residentstatus. As such, management errors could potentially lead to the Company being considered UK taxresident which would negatively affect its financial and operating results, the value of the OrdinaryShares and/or the after-tax return to Shareholders.

E. Risks relating to the Ordinary Shares

1. The value of an investment in the Company, and the income derived from it, if any, may godown as well as up and market price may fluctuate independently of underlying Net AssetValueThe value of an investment in the Company, and the income derived from it, if any, may go down aswell as up and an investor may not get back the amount they originally invested. The Company canoffer no assurance that its investments will generate gains or income or that any gains or income thatmay be generated on particular investments will be sufficient to offset any losses that may besustained.

The market price of the Ordinary Shares, like shares in all investment companies, may fluctuateindependently of their underlying Net Asset Value and may trade at a discount or premium at differenttimes, depending on factors such as supply and demand for the Ordinary Shares, market conditionsand general investor sentiment. Whilst the Directors may seek to mitigate any discount to Net AssetValue, there can be no guarantee that any discount control policy will be successful or capable ofbeing implemented. The market value of an Ordinary Share may therefore vary considerably from itsNAV.

2. It may be difficult for Shareholders to realise their investment and there may not be a liquidmarket in the Ordinary SharesThe price at which the Ordinary Shares will be traded and the price at which investors may realisetheir investment will be influenced by a large number of factors, some specific to the Company andits investments and some which may affect companies generally. Admission should not be taken asimplying that there will be a liquid market for the Ordinary Shares particularly as, on Admission, theCompany will have a limited number of Shareholders. Consequently, the share price may be subjectto greater fluctuation on small volumes of trading of Ordinary Shares and the Ordinary Shares may bedifficult to sell at a particular price.

While the Directors retain the right to effect repurchases and/or redemptions of Ordinary Shares in themanner described in this document (including the redemption facility), they are under no obligation touse such powers or to do so at any time and Shareholders should not place any reliance on thewillingness of the Directors so to act. Shareholders wishing to realise their investment in the Companymay therefore be required to dispose of their Ordinary Shares on the market. There can be noguarantee that a liquid market in the Ordinary Shares will develop or that the Ordinary Shares will tradeat prices close to their underlying Net Asset Value. Accordingly, Shareholders may be unable to realisetheir investment at such Net Asset Value or at all.

The number of Ordinary Shares to be issued pursuant to the Issue is not yet known, and there maybe a limited number of holders of such Ordinary Shares. Limited numbers and/or holders of suchOrdinary Shares may mean that there is limited liquidity in such Ordinary Shares which may affect (i)

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an investor’s ability to realise some or all of his investment and/or (ii) the price at which such investorcan effect such realisation and/or (iii) the price at which such Ordinary Shares trade in the secondarymarket.

3. The Company’s ability to pay dividends, redeem and/or repurchase shares is governed byThe Companies (Guernsey) Law, 2008 which requires the Company to satisfy a solvencytestThe Company is a limited company incorporated in Guernsey. The Company’s ability to paydividends, redeem or repurchase its shares is governed by The Companies (Guernsey) Law, 2008 asamended which requires the Company to satisfy a solvency test (by contrast to UK companies whichare required to satisfy capital maintenance requirements and pay distributions from distributablereserves). The solvency test requires the directors of a company to carry out a liquidity or cashflowtest and a balance sheet solvency test before any dividend or distribution, repurchase or redemptionpayment can be made. The test requires the board to make a future assessment of solvency bymaking reference to the solvency test being satisfied immediately after a distribution, dividend,repurchase or redemption payment is made. If at the time a dividend, distribution, repurchase orredemption payment is to be made the directors believe that the solvency test cannot be passed,then no payment may be made.

The Company’s ability to pay dividends is affected by a number of factors but principally its ability toreceive sufficient dividends from its investments. The ability of the Company to receive distributionsfrom its investments in other entities is subject to applicable local laws and regulatory requirements.In addition, there may be other restrictions including, but not limited to, applicable tax laws andcovenants in debt facilities. These laws and restrictions could limit the payment of future dividendsand distributions to the Company by any entity in which the Company is invested, which could restrictthe Company’s ability to fund other operations or to pay a dividend to holders of the Ordinary Shares.

The rights of holders of the Ordinary Shares are governed by Guernsey law and by the Company’smemorandum and articles of incorporation. These rights may differ from the rights of shareholders intypical UK corporations.

4. A Shareholder may not be able to enforce a judgement against some or all of the Directorsfrom time to timeA Shareholder may not be able to enforce a judgment against some or all of the Directors of theCompany from time to time. All of the Directors of the Company are resident in the Channel Islands.If at some future date, some of the Directors are resident in the UK, or in some other jurisdiction, itmay not be possible for a Shareholder to effect service of process upon the Directors within theShareholder’s country of residence or to enforce against the Directors of the Company in the courtsof the Shareholder’s country of residence based on civil liabilities under that country’s securities laws.There can be no assurance that a Shareholder will be able to enforce any judgements in civil andcommercial matters or any judgements under the securities laws of countries other than Guernseyagainst the Directors who are residents of countries other than those in which judgment is made. Inaddition, Guernsey courts or other courts may not impose civil liability on the Directors in any originalaction based solely on foreign securities laws brought against the Company or the Directors in a courtof competent jurisdiction in Guernsey.

5. The operation of the redemption facility will reduce the number of Ordinary Shares in issueand therefore the total expense ratio per share will be higherThe issued share capital of the Company will be reduced as a result of Ordinary Shares tendered forredemption under the redemption facility in operation from time to time. Consequently, the fixed costsof the Company will be spread over fewer shares which will increase the total expense ratio per shareand may reduce the yield on the Ordinary Shares. The NAV per share used to calculate the price atwhich Ordinary Shares will be redeemed under the redemption facility will be calculated based on anindicative Net Asset Value as at the redemption date and may not equal the audited NAV per sharewhich could be positive or negative for continuing Shareholders.

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IMPORTANT INFORMATION

Investors should rely only on the information contained in this document. No person has beenauthorised to give any information or to make any representations other than those containedin this document in connection with the Issue and, if given or made, such information orrepresentations must not be relied upon as having been authorised by or on behalf of theCompany, the Investment Manager or Jefferies Hoare Govett. Without prejudice to anyobligation of the Company to publish a supplementary prospectus pursuant to section 87G(1) ofthe Financial Services and Markets Act 2000, neither the delivery of this document nor anysubscription or sale made pursuant to this document shall, under any circumstances, create anyimplication that there has been no change in the business or affairs of the Company since thedate of this document or that the information contained in this document is correct as of anytime subsequent to its date.

Potential investors should not treat the contents of this document as advice relating to legal,taxation, investment or any other matters. Potential investors should inform themselves as to (i)the legal requirements within their own countries for the holding, transfer or other disposal ofOrdinary Shares, (ii) any foreign exchange restrictions applicable to the holding, transfer orother disposal of Ordinary Shares which they might encounter and (iii) the income and other taxconsequences which may apply in their own countries as a result of the holding, transfer orother disposal of Ordinary Shares. Potential investors must rely upon their own advisers as tolegal, tax, investment or any other related matters concerning the Company and an investmentin the Ordinary Shares.

Statements made in this document are based on the law and practice currently in force and aresubject to changes therein.

Forward looking statementsThis document includes statements that are, or may be deemed to be, “forward-looking statements”.These forward-looking statements can be identified by the use of forward-looking terminology, includingthe terms “believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, “may”, “will”, or“should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts and include statements regarding theCompany’s intentions, beliefs or current expectations.

By their nature, forward-looking statements involve risk and uncertainty because they relate to futureevents and circumstances that may or may not occur. A number of factors could cause actual results anddevelopments to differ materially from those expressed or implied by the forward-looking statementsincluding, without limitation, the facts described in the risk factors section of the document.

Forward-looking statements may and often do differ materially from actual results. Any forward-lookingstatements in this document reflect the Company’s view with respect to future events as at the date of thisdocument and are subject to risks relating to future events and other risks, uncertainties and assumptionsrelating to the Company’s operations and strategy. Save as required by applicable law, or any UK or EUregulatory requirements (including the Prospectus Rules, the Listing Rules and the Disclosure andTransparency Rules) the Company is under no obligation publicly to release the results of any revisions toany forward-looking statements in this document that may occur due to any change in its expectations orto reflect events or circumstances after the date of this document.

Notwithstanding the foregoing, nothing contained in this document shall in any way be taken to qualify theworking capital statement contained in paragraph 1.9 of Part 9 of this document.

Profile of Typical Investor

An investment in the Ordinary Shares is only suitable for investors capable of evaluating the risks (includingthe potential risk of capital loss) and merits of such investment and who have sufficient resources to bearany loss which may result from such investment. Accordingly, typical investors in the Company areexpected to be institutional investors, private client fund managers and private client brokers, as well as

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professionally advised private investors, who are seeking exposure to UK commercial property and/or anabove average yield from their investment. The Ordinary Shares may also be suitable for investors who arefinancially sophisticated, non-advised private investors who are capable of evaluating the risks and meritsof such an investment and who have sufficient resources to bear any loss which may result from such aninvestment (such investors may wish to consult an independent financial adviser who specialises inadvising on the acquisition of shares and other securities before investing in the Ordinary Shares).Furthermore, an investment in the Ordinary Shares should constitute part of a diversified investmentportfolio.

Overseas InvestorsThe distribution of this document in certain jurisdictions may be restricted by law and, accordingly, personsinto whose possession this document comes should inform themselves about and observe any suchrestrictions. Any failure to comply with any such restrictions may constitute a violation of the securities lawsof the jurisdiction concerned. This document does not constitute or form part of any offer or invitation tosell or issue or the solicitation of any offer to purchase or subscribe for Ordinary Shares in any jurisdictionin which such offer, invitation or solicitation is unlawful. In particular, Ordinary Shares have not been, norwill they be, registered under the United States Securities Act of 1933 (as amended), or under the securitieslaws of any state or other political sub-division of the United States or under the applicable securities lawsof Australia, Canada or Japan. Accordingly, subject to certain exceptions, the Ordinary Shares may not,directly or indirectly, be offered, sold, transferred, taken up or delivered, directly or indirectly, in the UnitedStates, Australia, Canada or Japan or for the benefit of any US Person and this document will not beposted to any person in the United States, Australia, Canada or Japan.

US PersonsThe Ordinary Shares are not being offered in the United States or to, or for the account or benefit of, USPersons. Every applicant for Shares will be required to warrant to the Company that they are neither a USPerson nor acquiring any Shares for the account of or benefit of any US Person.

Under the Articles, the Directors have the power to require the transfer of Ordinary Shares in certaincircumstances. Such power may be exercised, inter alia, (i) to prevent the Company from being in violationof, or required to register under, the US Investment Company Act of 1940 and (ii) to avoid the Company’sassets being treated as “plan assets” for purposes of the regulations adopted under the United StatesEmployee Retirement Income Security Act 1974.

Notice to prospective investors in the European Economic AreaIn relation to Relevant Member States other than the UK, an offer to the public of the Ordinary Shares mayonly be made once a prospectus has been passported in accordance with the Prospectus Directive asimplemented by the Relevant Member State. This document has not been passported into any RelevantMember State; therefore, an offer of the Ordinary Shares to the public in a Relevant Member State otherthan the UK may only be made pursuant to the following exemption under the Prospectus Directive, if ithas been implemented in that Relevant Member State:

(a) to legal entities which are authorised or regulated to operate in the financial markets or, if not soauthorised or regulated, whose corporate purpose is solely to invest in securities;

(b) to any legal entity which has two or more of (1) an average of at least 250 employees during the lastfinancial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover ofmore than €50,000,000, as shown in its last annual or consolidated accounts;

(c) to fewer than 100 natural or legal persons (other than qualified investors as defined in the ProspectusDirective) and subject to obtaining the prior consent of Jefferies Hoare Govett for any such offer; or

(d) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no suchoffer of Ordinary Shares shall result in a requirement for the publication by the Company of aprospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer to the public” in relation to any offer of OrdinaryShares in any Relevant Member State means the communication in any form and by any means of

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sufficient information on the terms of the offer and any Ordinary Shares to be offered so as to enable aninvestor to decide to purchase or subscribe for Ordinary Shares, as the same may be varied in thatRelevant Member State by any measure implementing the Prospectus Directive in that Relevant MemberState.

During the period up to but excluding the date on which the Prospectus Directive is implemented inMember States, this Prospectus may not be used for, or in connection with, and does not constitute, anyoffer of Ordinary Shares or an invitation to purchase or subscribe for any Ordinary Shares in any MemberState in which such offer or invitation would be unlawful.

Notice to potential investors in GuernseyOrdinary Shares in the Company may be offered directly only to those businesses holding licences underthe Protection of Investors (Bailiwick of Guernsey) Law, 1987 as amended (the “POI Law”), the BankingSupervision (Bailiwick of Guernsey) Law, 1994, the Regulation of Fiduciaries, Administration Businessesand Company Directors, etc. (Bailiwick of Guernsey) Law, 2000, the Insurance Business (Bailiwick ofGuernsey) Law, 2002 or the Insurance Managers and Insurance Intermediaries (Bailiwick of Guernsey) Law,2002. Private investors may be offered Ordinary Shares in the Company only by appropriately licensedoperators under the POI Law.

Notice to potential investors in JerseyThis Prospectus may be circulated in Jersey only by persons who are registered by the Jersey FinancialServices Commission in accordance with the Financial Services (Jersey) Law 1998, as amended (the“FSL”) for the conduct of financial services business and the distribution of this Prospectus, or are exemptfrom such registration in accordance with the FSL. In addition, this Prospectus may be circulated in Jerseyonly to persons similar to those to whom, and in a manner similar to that in which, it is for the time beingcirculated in the United Kingdom.

Consent for the circulation of this Prospectus in accordance with article 8 of the Control of Borrowing(Jersey) Order 1958, as amended, has not been sought from or given by the Jersey Financial ServicesCommission.

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event Time and/or Date2012

Placing and Offer for Subscription opens 8 May

Latest time and date for receipt of Application Forms 11.00 a.m. on 31 Mayunder the Offer for Subscription

Latest time and date for commitments under the Placing 3.00 p.m. on 31 May

Admission of the Ordinary Shares to the Official List and dealings in the 8.00 a.m. on 12 JuneOrdinary Shares on the London Stock Exchange’s Main Market commence

CREST accounts credited in respect of Ordinary Shares issued in uncertificated form 12 June

Certificates despatched in respect of Ordinary Shares issued week commencing 18 Junein certificated form

Notes:

(1) References to times above and in this document generally are to London times unless otherwise specified.(2) All times and dates in the expected timetable and in this document may be adjusted by the Company. Any changes to the

timetable will be notified via an RIS.

ILLUSTRATIVE ISSUE STATISTICS

Issue price per Ordinary Share 100.0p

Estimated net asset value per Ordinary Share on Admission 98.0p

DEALING CODES

ISIN GG00B6VTZ131

SEDOL B6VTZ13

Ticker FTCP

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DIRECTORS, INVESTMENT MANAGER, SECRETARY AND ADVISERS

DirectorsQuentin Spicer (Non-Executive Chairman)Jonathan Bridel (Non-Executive Director)

John Whittle (Non-Executive Director)

all of Trafalgar Court, Admiral Park, St. Peter Port, Guernsey GY1 2JA

Investment Manager Investment AdviserMSS Property Fund Management Limited MSS Real Estate LLP

Trafalgar Court 7 Queen StreetAdmiral Park London W1J 5PBSt. Peter Port

Guernsey GY1 2JA

Sponsor, Sole Global Co-ordinator and Sole BookrunnerJefferies Hoare Govett

Vintners Place68 Upper Thames Street

London EC4V 3BJ

Administrator, Company Secretary and Registered Office CustodianKleinwort Benson (Channel Islands) Kleinwort Benson (Guernsey) Limited

Fund Services Limited Dorey CourtTrafalgar Court Admiral ParkAdmiral Park St. Peter PortSt. Peter Port Guernsey GY1 2HT

Guernsey GY1 2JA

UK Solicitors to the Company Advocates to the Company UK Solicitors toas to UK law as to Guernsey law Jefferies Hoare Govett

Maclay Murray & Spens LLP Carey Olsen Herbert Smith LLPOne London Wall Carey House Exchange House

London EC2Y 5AB Les Banques Primrose StreetSt Peter Port London EC2A 2HS

Guernsey GY1 4BZ

Auditor and Reporting Accountants Principal BankerErnst & Young LLP RBS InternationalRoyal Chambers 2nd Floor

St. Julian’s Avenue Royal Bank PlaceSt. Peter Port PO Box 62

Guernsey GY1 4AF 1 Glategny EsplanadeGuernsey GY1 4BQ

Receiving Agent RegistrarComputershare Investor Services PLC Computershare Investor Services (Guernsey) Limited

Corporate Actions Projects 3rd Floor, NatWest HouseBristol BS99 6AH Le Truchot

St Peter PortGuernsey GY1 1WD

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PART 1

FTSE UK COMMERCIAL PROPERTY INDEX FUND LIMITED

Introduction

FTSE UK Commercial Property Index Fund Limited is a new Guernsey-incorporated closed-endedinvestment company with an unlimited life. The Company is a registered closed-ended investment schemeregistered pursuant to the Protection of Investors (Bailiwick of Guernsey) Law, 1987 as amended and theRegistered Collective Investment Scheme Rules 2008 issued by the GFSC and is seeking to implement aplacing and offer for subscription of Ordinary Shares at 100p per share. The Company will have a singleclass of Ordinary Shares which will be admitted to the premium segment of the Official List and traded onthe London Stock Exchange’s Main Market.

Investment Objective and Policy

The investment objective of the Company is to track the FTSE All UK Property Index which is a subset ofthe FTSE UK Commercial Property Index Series (the “FTSE Index”).

The strategy employed to track the FTSE Index is to replicate within the Company’s portfolio as closely aspracticable the constituents of the FTSE Index. The Company will therefore invest in a variety of propertyassets which may include property unit trusts, limited partnerships and limited liability partnerships, jointventures, real estate investment trusts, listed equities, bonds and other assets directly linked to commercialproperty.

The allocation and weighting of the FTSE Index constituents are in accordance with the criteria set out inthe Ground Rules and the FTSE Index Investment Guidelines. The FTSE Index constituents currentlycomprise a portfolio of balanced/open-ended property funds, unlisted closed-ended fixed term propertyfunds, listed property companies and cash. The Company’s portfolio will hold, so far as is practicable,every security making up the FTSE Index in an amount that is materially equal to the security’sproportionate weight in the FTSE Index.

The Company will therefore adopt the investment restrictions set out in the FTSE Index InvestmentGuidelines, which are reviewed and amended annually. Currently, no single open-ended fund investmentcan represent more than 10 per cent. of the net asset value of the FTSE Index and no single closed-endedfund investment can represent more than 5 per cent. of the net asset value of the FTSE Index. In additionto the FTSE Index restrictions, the Company may not invest more than 15 per cent. of the Company’s netasset value in any one investment, other than in any exchange traded fund where the Company may notinvest more than 25 per cent. of the Company’s net asset value.

The Company may deal in derivative financial instruments, including, but not limited to, on-exchangefutures, over the counter swaps or put/call options in order to enable the Company to track the FTSE Indexmore efficiently than would be reasonably achievable otherwise due to factors such as underlying pricing,liquidity or market timing issues. Typically this will be where the Company’s portfolio needs rebalancing andthe Company wishes to efficiently reduce or increase its exposure to the commercial property market.

Borrowing and Gearing

The Company’s assets will normally be invested so as to be fully exposed to UK commercial property. Thismakes allowance for amongst other things the cash held by, and borrowings of, the underlying assets. Tothe extent that the net result of investing in the underlying assets is that there is a residual net borrowingfrom the underlying assets, the Company will hold cash so as to offset this. To the extent that the net resultof investing in the underlying property assets is that there is a residual net cash position from the underlyingassets, the Company may borrow so as to offset this. The Directors believe that it is unlikely in theforeseeable future that such borrowings will be required.

Borrowings may also be used for the purposes of funding repurchases or redemptions of Ordinary Sharesor managing working capital requirements. However, the Company is limited to borrowing an amountequivalent to a maximum of 10 per cent. of its Net Asset Value at the time of draw down.

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Investment Restrictions

The Company currently complies with the investment restrictions set out below and will continue to do sofor so long as they remain requirements of the UK Listing Authority:

● neither the Company nor any of its subsidiaries will conduct any trading activity which is significant inthe context of its group as a whole;

● the Company will avoid cross-financing between businesses forming part of its investment portfolio;

● the Company will avoid the operation of common treasury functions as between the Company andinvestee companies;

● not more than 10 per cent., in aggregate, of the value of the total assets of the Company will beinvested in other listed closed-ended investment funds other than listed closed-ended investmentfunds which themselves have published investment policies to invest no more than 15 per cent. oftheir total assets in other listed closed-ended investment funds; and

● the Company must, at all times, invest and manage its assets in a way which is consistent with itsobject of spreading investment risk and in accordance with the published investment policy.

The Directors do not currently intend to propose any material changes to the Company’s investment policy,save in the case of exceptional or unforeseen circumstances. As required by the Listing Rules, any materialchange to the investment policy of the Company, including any material changes to the investmentrestrictions set out in the FTSE Index Investment Guidelines, will be made only with the approval ofShareholders.

Highlights● The FTSE Index is an ungeared, valuation based index of over £60 billion of institutional grade

investable UK commercial property launched in 2006.

● The FTSE Index provides exposure to direct property returns from a diversified portfolio of institutionalgrade property assets.

● The returns of the FTSE Index have shown high correlation to leading commercial property indiceswith low volatility and low correlation to traditional equity and governmental bond indices.

● Cash drag (typically associated with balanced/open-ended property funds) and gearing (typicallyassociated with closed-ended fixed term property funds and listed property companies) areneutralised through the Index construction process providing investors with full UK commercialproperty market exposure.

● The Company has adopted robust discount management features including a quarterly redemptionfacility for up to 25 per cent. of the Company’s issued share capital at NAV together with a formalisedpolicy to repurchase shares where the discount to NAV exceeds 5 per cent. for 20 consecutivetrading days.

● The Company anticipates that, once fully invested, the initial dividend yield will be approximately3.5 per cent.* on the Issue Price, payable quarterly.

● An annual management fee is payable to the Investment Manager of 0.65 per cent. (inclusive of theFTSE Index licence fee). No performance fees are payable. Initial annual running costs are expectedto be approximately 0.30 per cent. (excluding the management fee) depending, amongst otherthings, on the size of the Issue.

● The net proceeds of the Issue are expected to be fully invested within three months of Admission.

*This is a target only and not a profit forecast. There can be no assurance that this target will be met or that the Company will makeany distributions at all. This target dividend yield should not be taken as an indication of the Company’s expected or actual currentor future results. The Company’s actual dividend yield will depend upon a number of factors, including but not limited to the size ofthe Issue and the Company’s total expense ratio. Potential investors should decide for themselves whether or not the dividend yieldis reasonable or achievable in deciding whether to invest in the Company. See further under paragraph A.22 of the “Risk Factors”.

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The Issue

The Issue comprises a placing and offer for subscription of Ordinary Shares at 100p per share excludingany aggregation commission. The Ordinary Shares give Shareholders the entitlement to all of the capitalgrowth in the Company’s assets and to all the income from the Company that is resolved to be distributed.The Ordinary Shares will be in registered form and traded on the London Stock Exchange’s Main Market.

Details of the Issue are set out in Part 5 of this document.

Further Issues of Shares

Ordinary SharesUnder the Articles further issues of shares, of whatever class, for cash will be subject to pre-emption rightsconferred on existing Shareholders, save to the extent these rights have been disapplied by extraordinaryresolution of the Company. The Directors currently have authority to issue further shares representing upto 10 per cent. of the Company’s issued Ordinary Shares immediately following Admission on a non pre-emptive basis, such authority extending until the date of the first annual general meeting of the Companyexpected to be held in May 2013. The Directors only intend to use this authority in the event that theOrdinary Shares trade at a premium to Net Asset Value. As a consequence, further issues of new OrdinaryShares will be made entirely at the Directors’ discretion in respect of up to 10 per cent. of the issuedOrdinary Shares on Admission; and only at prices (net of issue costs) that represent a premium to theprevailing Net Asset Value per Ordinary Share and, therefore, will not have a dilutive effect to existingShareholders.

The Directors will seek annual renewal of the authority to issue Ordinary Shares on a non-pre-emptive basisfrom Ordinary Shareholders in respect of 10 per cent. of the then issued Ordinary Shares.

Such Ordinary Shares may be issued without the publication of a prospectus in accordance withexemptions set out in the Prospectus Rules. These currently allow for the issue of shares representing, overa period of 12 months, less than 10 per cent. of the number of shares of the same class already admittedto trading on the same regulated market, provided that such issue is not made by way of an offer of theCompany’s securities to the public.

C SharesIf there is sufficient demand at any time following Admission, the Company may also seek to raise furtherfunds through the issue of C Shares. The issue of C Shares is designed to overcome the potentialdisadvantages for both existing and new investors which could arise out of a conventional fixed price issueof further Ordinary Shares for cash.

Some of the key features of a C Share issue would be:

● the C Shares would not convert into Ordinary Shares until at least 90 per cent. of the net proceedsof the C Share issue (or such other percentage as the Directors and Manager shall agree) have beeninvested in accordance with the Company’s investment policy (or, if earlier, six months after the dateof their issue);

● the assets representing the net proceeds of a C Share issue would be accounted for and managedas a distinct pool of assets until their conversion date. By accounting for the net proceeds of a CShareissue separately, existing Shareholders will not participate in a portfolio containing a substantialamount of uninvested cash before the conversion date;

● the basis on which the C Shares would convert into Ordinary Shares is such that the number ofOrdinary Shares to which holders of C Shares would become entitled will reflect the relative net assetvalues attributable to the C Shares and the Ordinary Shares. As a result, the Net Asset Value perOrdinary Share can be expected to be unchanged by the issue and conversion of any C Shares; and

● the Net Asset Value of the Ordinary Shares would not be diluted by the expenses of the C Shareissue, which would be borne by the C Share pool.

The C Share rights are set out in the Articles, full details of which are set out in paragraph 3.19 of Part 9of this document.

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The C Shares would be available for issue by the Company (subject to the requirements of the ProspectusRules and the listing of such C Shares on the Official List and their trading on the Main Market) if the Boardconsiders it appropriate. The Directors have authority to issue up to 500 million C Shares until the datewhich is 5 years from the date of incorporation of the Company without being obliged to first offer any newC Shares to Shareholders on a pro rata basis as required under the Articles. A new class of C Shares maybe issued by the Company if there are in issue C Shares that have not been converted into Ordinary Sharesprior to the date on which the Company issues further C Shares.

Discount ManagementIt is intended that the Directors will seek to address any significant imbalance between the supply of anddemand for Ordinary Shares in the secondary market and to manage the discount to Net Asset Value atwhich its Ordinary Shares may be trading from time to time by purchasing Ordinary Shares in the marketunder its general buy-back authorities and by establishing a quarterly redemption facility.

Buy-backs of Ordinary Shares by the Company

Under the Company’s Articles, the Company may purchase Ordinary Shares in the market at prices whichrepresent a discount to the prevailing NAV per Share so as to enhance the NAV per Share for the remainingholders of Ordinary Shares. Subject to satisfying a statutory solvency test, the Company is authorised tomake market purchases of up to 14.99 per cent. of its own issued Ordinary Shares following theconclusion of the Issue.

The Directors intend, but are not bound, to utilise this authority where the market price of an Ordinary Sharetrades at more than 5 per cent. below the Net Asset Value per share for more than 20 consecutive dealingdays.

Under the Listing Rules, the maximum price (exclusive of expenses) which may be paid for an OrdinaryShare must not be more than the higher of (i) 5 per cent. above the average of the mid-market values ofthe Ordinary Shares for the five Business Days before the purchase is made, or (ii) the higher of the priceof the last independent trade and the highest current independent bid for the Ordinary Shares. In addition,Ordinary Shares will be repurchased only at prices below the NAV per Ordinary Share, which should havethe effect of increasing the NAV per Ordinary Share for remaining Shareholders. A renewal of the authorityto make market purchases will be sought from Shareholders at each annual general meeting of theCompany and more frequently if necessary.

Purchases of Ordinary Shares will be made within guidelines established from time to time by the Boardand only in accordance with the Law, the Listing Rules, and the Disclosure and Transparency Rules. Anypurchase of Shares would be made out of the available cash or cash equivalent resources of the Companyor from borrowings or any Ordinary Shares purchased by the Company may be cancelled or held intreasury.

Redemptions of Ordinary SharesThe Board has also put in place a quarterly redemption facility. Under Guernsey law and regulation theBoard is required to retain ultimate discretion as to the operation and frequency of any redemption facility.Nevertheless, the Board’s current intention is to offer Shareholders the opportunity to tender a portion oftheir Ordinary Shares for redemption with effect from Admission on a quarterly basis. The availability (andassociated terms and conditions) of the redemption facility will be notified to Shareholders via anannouncement to a regulatory information service on or around the first business day of the third month ineach calendar quarter. The redemption facility will be made available pro rata amongst Shareholders at theprevailing NAV per share (less costs) at the relevant redemption date (expected to be the last business dayof the following quarter), subject to an aggregate limit of 25 per cent. of the Company’s Ordinary Sharesthen in issue (excluding shares held in treasury). The Directors intend to permit a Shareholder to tendermore than 25 per cent of their total shareholding in circumstances where other Shareholders tender lessthan their full entitlement. The Board expects that the first redemption opportunity under the redemptionfacility will be made available in September 2012 with a redemption date of 31 December 2012 forsettlement in January 2013.

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The Board will not offer Shareholders the opportunity to redeem Ordinary Shares where to do so would, inthe Board’s opinion, be detrimental to Shareholders as a whole, the Company’s tax reporting status or theCompany’s regulatory position. Additionally the Board would not offer Shareholders the opportunity totender Ordinary Shares for redemption where, in the Board’s opinion, the Company is no longer of a viablesize or would, as a result of the completion of any redemption offer, no longer be of a viable size, in whichcircumstances the Board would consult with major shareholders as to the most appropriate course of actionfor the Company. Finally, any redemption offer, and the completion thereof, will be subject to the Companybeing able to meet all statutory formalities to which it is subject, including a statutory solvency test.

Ordinary Shares which are redeemed under the quarterly redemption facility will be cancelled.

Treasury SharesThe Company may hold any Ordinary Shares repurchased “in treasury” subject to an overall limit of 10 percent. of the Ordinary Shares then in issue, meaning that the Ordinary Shares remain in issue owned by theCompany rather than being cancelled. Ordinary Shares held in treasury will not be entitled to receive anydividend declared by the Company.

Ordinary Shares held in treasury may be subsequently cancelled or sold for cash. Whilst the Companycurrently has authority to sell shares out of treasury for cash on a non-pre-emptive basis, the Directors donot intend to sell any Ordinary Shares out of treasury at a price which represents a discount to the thenprevailing Net Asset Value per Ordinary Share. Holding Ordinary Shares in treasury should give theCompany the ability to sell such shares quickly and cost efficiently and should provide the Company withadditional flexibility in the management of its capital base. In addition, the Board believes that the effectiveuse of treasury shares could assist the Company in improving liquidity in the Ordinary Shares andmanaging any imbalance between supply and demand.

The Company’s treasury share policy will be subject to review at least once a year by the Board. The Boardwill have regard to current market practice for the reissue of treasury shares by London-listed closed-ended investment companies and the recommendations of its broker and the Investment Manager.

Any material change to the Company’s treasury share policy will be announced by the Company througha Regulatory Information Service.

Duration of the Company

The Company does not have a fixed life.

Dividend Policy

The Board intends to distribute substantially all of the Company’s net income arising each quarter andexpects that dividends will constitute a material element of any return to Shareholders. The Directorsanticipate that, once fully invested, the initial dividend yield will be approximately 3.5 per cent. * on the IssuePrice.

In the absence of unforeseen circumstances, dividends on the Ordinary Shares will be payable quarterly,all in the form of interim dividends (the Company does not intend to pay any final dividends). The Companyexpects to pay, in respect of each financial year, interim dividends on the Ordinary Shares in August,November, February and May in respect of the three months ending on the preceding June, September,December and March, respectively. Subject to market conditions and the level of the Company’s income,it is intended that the first interim dividend is paid in November 2012.

Dividends will only be paid to the extent that they are covered by the income accrued from the Company’sunderlying investments after payment of the Company’s operating expenses and subject to the Companysatisfying the solvency test prescribed under Guernsey law.

*This is a target only and not a profit forecast. There can be no assurance that this target will be met or that the Company will makeany distributions at all. This target dividend yield should not be taken as an indication of the Company’s expected or actual currentor future results. The Company’s actual dividend yield will depend upon a number of factors, including but not limited to the size ofthe Issue and the Company’s total expense ratio. Potential investors should decide for themselves whether or not the dividend yieldis reasonable or achievable in deciding whether to invest in the Company. See further under paragraph A.22 of the “Risk Factors”.

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TaxationInformation concerning the tax status of the Company and the taxation of Shareholders resident in the UKis contained in Part 8 of this document.

ISA, SIPP and SASS status of the Ordinary SharesThe Ordinary Shares will be a qualifying investment for the stocks and shares component of an ISA,provided they are acquired by an ISA plan manager through the Offer for Subscription or in the market. Inaddition, the Ordinary Shares may qualify as an investment that may be held in a SIPP and a SSAS.Potential investors wishing to include Ordinary Shares in SIPPs or SSASs should seek independentconfirmation of the eligibility of the Ordinary Shares to be held in a SIPP or SSAS from their ownprofessional tax or financial advisors.

Investor Relations and MarketingThe Company will publish monthly fact sheets, which are expected to include details of the Company’sperformance, analysis of the Company’s portfolio and other financial information, together with a briefreport by the Investment Manager and Investment Adviser.

Following Admission, the Company will have a dedicated website (www.ftseukcp.co.uk), which will typicallyinclude:

● the Company’s profile (including profiles of its Directors and of the Investment Manager and theCompany’s financial calendar);

● the latest closing mid-market price of the Ordinary Shares and unaudited net asset value of theOrdinary Shares; and

● access to the Company’s monthly fact sheets, financial reports and other announcements concerningthe Company, as well as relevant investment reports prepared by the Investment Manager.

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PART 2

THE UK COMMERCIAL PROPERTY MARKET

The UK Commercial Property MarketThe UK is widely recognised as having one of the most advanced commercial property markets in theworld. FTSE estimates the total value of the UK commercial property universe to be approximately £597billion, of which some 49 per cent. is considered investable (Source: FTSE). In 2011, a total stock ofapproximately £33.5 billion of UK commercial property was transacted across a globally diversified spreadof investor types (Source: Property Data). The international interest in the UK market is in no small part dueto it being a well understood and transparent market. Key data and information flows continue to improveyear on year with market index providers such as FTSE and International Property Databank offeringinvestors many of the investment metrics typically associated with other asset classes. Based on theirsuccess in the UK, these measurement tools are now starting to be rolled out across more opaqueproperty markets elsewhere in the world.

Industry bodies in the UK such as the Association of Real Estate Funds, IPF and INREV are constantlyworking to improve communication between the various industry participants and to promote a wellgoverned and better understood asset class. Improved transparency of collective investment schemes andmore rigorous corporate governance are helping to set the industry standards and to attract a broaderinvestor base.

What Commercial Property Investment OffersCommercial property investments display some attractive characteristics offering investors both an incomereturn as well as the potential for capital growth.

The income proportion of this return is largely derived from the rent paid by the tenants in the underlyingproperty. In the UK commercial property market, these tenants will generally be committed to a lease of afixed length, typically with upward only rent reviews every five years, guaranteeing the income for thisperiod unless the tenant becomes unable to pay their rent. Good property managers will always seek tolet their buildings to tenants operating stable businesses to lower the probability of default.

This transparent and stable source of income return provides commercial property investment with one ofits key characteristics. During the period from September 2008 to January 2012 when the global economywas suffering from a chain of shocks and crises, the aggregate rental income in the underlying portfolio ofthe IPD UK Monthly Index fell by just 2.2 per cent. (Source: CBRE, The case for property in 2012). Thiscompares to the greatly varied levels of dividend yield from UK equities during the same period anddemonstrates the benefit of accessing what many consider to be the secure income streams offered bycommercial property in periods of market stress.

The other component of commercial property returns is derived from the capital value of the underlyingproperty with a key determinant being the amount and security of the rent being received. Increases incapital value are often associated with rising rents, a longer lease being agreed or the security of the tenantimproving. The main risks of commercial property investment arise if tenants are lost such that the incomestream from the property is reduced or halted and in such circumstances, the property value could beexpected to fall. Furthermore, as properties get older they generally become less attractive for tenants tooccupy and further investment is often required to improve the condition of the building in order to attracta better tenant at a higher rent.

As set out in the table below, over the last ten years UK commercial property (as measured by the FTSEAll UK Property Index) has outperformed both equities and Government bonds in terms of total return andwith a lower volatility than traditional equity indices. In addition, such returns are broadly uncorrelated, thuspotentially providing a useful diversification tool in the construction of a balanced investment portfolio.These attractive features are reflected in recent investor surveys showing institutional allocations toproperty of 6.7 per cent. (Source: IPE Investor Survey 2012) and independent financial adviser allocationsestimated at 7 per cent. of client portfolios (Source: IPF Survey of IFAs, October 2011).

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Correlation to 10 year FTSE All UK

Launch Annualised PropertyIndex Date Asset Class Exposure Return Volatility Index

FTSE All UK Property Index* 2006 Real Estate UK 6.7% 6.59% –FTSE 100 Index 1984 Equities UK 4.3% 15.3% 0.06FTSE All Share Index 1962 Equities UK 4.8% 15.5% 0.06FTSE All World Index 2000 Equities Global 4.3% 16.4% 0.04FTSE EPRA/NAREIT 2005 Real Estate UK 2.6% 23.8% 0.00UK Index** EquitiesFTSE Actuaries Govt 1975 Fixed Income UK 6.5% 5.1% -0.02Securities UK Gilts

Source: FTSE, data as at 31 December 2011. *The FTSE All UK Property Index (ticker FTMSAGTR) uses back tested data prior toJune 2006, providing quarterly data points prior to June 2006 and daily data points thereafter. **FTSE took over the calculation of theEPRA/NAREIT series in 2005, prior to this it was calculated by Euronext.

Current Conditions in the UK Commercial Property MarketAs with the global economy the UK commercial property market was subject to significant shocks duringthe period before and after the collapse of Lehman Brothers and the ensuing credit crisis in 2008 and2009. Since the commercial property market bottomed out in July 2009 capital values have recovered asinvestor confidence has slowly returned; nonetheless such values remain well below their peak of July2007.

The adjustment in values over the last five years has led the market to now be considered much closer tothe long-run fair value and in fact by some metrics, values appear historically low as set out below. Theboom period in commercial property led to an over valuation which corrected during the credit crisis withinvestors committing capital to the sector late in the cycle suffering disproportionately to those who hadbeen invested over the medium and longer term who would generally have seen a positive return on theirinvestment. A number of leading market professionals believe that the slow recovery of capital values sinceJuly 2009 has positioned the UK for a stable medium term period of capital growth in the UK commercialproperty sector (Sources: IPF Q1 2012 Consensus Forecast, Capital Economics Report Q1 2012, CBREMarket View (Nov 2011).

The attractive nature of the income return offered by property investment is currently exemplified by thegap between government bond yields and investable real estate property yields. The yield on property isthe income return on the investment and can be compared to the return offered from fixed incomeinvestments such as government bonds. The gap between these two yields is close to a historic high ofapproximately 4 per cent. compared to the long run average of 1.5 per cent. (Source: IPD, HM Treasury).Historically a yield gap has existed since bonds are considered to be less risky investments, but the currentgap is regarded by the Investment Manager as attractive for the additional level of risk being taken on. Thisdifference from the long run average makes property an attractive long term investment in the currentclimate and suggests that over time the gap will revert to the mean through a combination of rising propertyvalues (due to falling yields) and falling bond prices (higher bond yields).

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Historical Yield Gap - IPD Initial Yield Vs 10 Year UK Gilts

(Source: IPD, HM Treasury)

Whilst bond yields remain low, the income return from UK commercial property remains attractive. Oncebond yields recover, it will typically be associated with improved economic conditions signifying betterbusiness conditions and improved occupier demand for commercial property which will help to drivecapital values.

Accessing Real Estate InvestmentThere are a number of ways to access the UK commercial property market but each has its own distinctrisk and return characteristics.

Direct property investmentGiven the nature of real estate assets (i.e. buildings), direct property investment typically involves asignificant capital outlay to buy a building, which acts as a barrier to entry for many smaller investorslooking for diversified exposure to commercial property. A direct investment will remove the costs of feespaid to property managers but leaves an investor with an asset with relatively low liquidity and specific riskon that building and the underlying tenant(s) occupying it.

Unlisted Pooled Property FundsA significant number of pooled property funds have been set up in order to address the problems of riskconcentration, large individual lot sizes and limited liquidity associated with direct property investment.Typically such funds have low minimum investment requirements, yet provide exposure to a large numberof properties. By combining all the individual investments together, the fund manager is able to purchaseand manage a range of properties worth more than any one investor could buy alone with the values ofthe units of the fund driven by the overall value of the properties held.

If the fund is structured as open-ended, investors are able to subscribe and redeem their shares/unitswhich addresses one problem of owning an illiquid asset. However, in order to meet possible requests frominvestors to remove their money, funds often keep part of their assets in cash or other liquid investments,thereby diluting the actual property exposure offered.

Alternatively, the fund can be structured as an unlisted closed-ended fixed-term investment, where afterthe funds are raised, investors are not normally able to redeem their investment until the fund matures. Thisallows the property managers to know how much money they have to invest and to have a more stableinvestment portfolio. Funds of this type often employ gearing, where debt is added to increase the buyingpower of the fund. This typically accelerates returns when values are going up, but has a detrimental effect

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of amplifying losses if values fall. If investors wish to exit this type of fund before maturity then they will bereliant on selling their units in the secondary market to a third party although usually not via an investmentexchange. While an active secondary market for such funds is now established in the UK, there remainsno guarantee of price or liquidity.

Listed Property CompaniesA listed property company attempts to resolve the problem of the unlisted closed ended fund by offeringinvestors the chance to trade their shares on a listed market such as the London Stock Exchange. Thesecompanies will have many of the same characteristics of a closed-ended fund as described above but withthe main difference being that there is typically no maturity date on the company and so the value of aninvestment in an unlisted property company is driven by the share price quoted on the stock exchange.Historical evidence shows that this price can however often be largely unrelated to the underlying propertyvalue over relatively long periods of time and can be more driven by investor demand and supply andmarket sentiment than by NAV per share.

Derivative based investmentsThere has been a market in derivatives based upon a commercial property market index run by IPD thathas existed in one form or another for several years. At its height in 2007 £7.2 billion notional amount ofderivatives traded in the form of OTC swaps and options (Source: IPD). Since 2007 volumes have fallensharply for the OTC trades to only £0.9 billion in total in 2011 (Source: IPD). There is also an on-exchangefutures market (on EUREX) which has been running since 2009. This decline in interest is largely due to anumber of the supporting banks withdrawing from making markets coupled with a number of issuessurrounding the pricing and valuation of the contracts over their life.

Not dissimilar to the share prices of listed property companies; the day-to-day price of derivatives can oftenbe largely unrelated to the underlying property value and be driven more by investor and market sentiment.This makes derivatives useful for short term hedging but, over the longer term, their returns can beuncharacteristic of direct property.

Bonds, Loans and CMBSThere are a number of other types of investment securities that are related to commercial property or havecommercial property as the underlying asset or credit risk. They typically have a different degree of creditand interest rate risk than would be found in direct property and are typically not expected to give returnsmore commonly associated with direct property.

FTSE UK Commercial Property Index Fund LimitedUK institutional and retail investors have varying allocations to UK commercial property and are oftenconstrained in their ability to access an investment that has the right characteristics for them and one thatoffers a pure and diversified exposure to UK commercial property.

The Company aims to take the positive attributes from the different investment vehicles described abovesuch as diversification, low volatility and correlation to other asset classes, liquidity and transparency whilstavoiding the negative features such as cash drag, gearing and returns uncorrelated to direct property inorder to provide a unique and efficient exposure to UK commercial property for institutional and retailinvestors.

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PART 3

THE FTSE UK COMMERCIAL PROPERTY INDEX

The FTSE GroupThe FTSE Group is a world-leader in the provision of global index and analytical solutions. FTSE calculatesindices across a wide range of asset classes, on both a standard and custom basis. FTSE indices are usedextensively by investors worldwide for investment analysis, performance measurement, asset allocation,portfolio hedging and the creation of a wide range of index derivatives, funds, exchange traded funds andother structured products.

FTSE has built a strong reputation for the reliability and accuracy of its indices and related data services.FTSE has a long tradition of listening and responding to the market so that it is at the forefront ofdeveloping new approaches to index design, many of which are now accepted as the market standard.

The foundation for FTSE’s global, regional, country and sector indices is the FTSE global equity universe,which covers over 8,000 securities in 48 different countries and captures 98 per cent. of the world’sinvestable market capitalisation. FTSE’s flagship global benchmark, the FTSE All-World, is used byinvestors worldwide to structure and benchmark their international equity portfolios.

The FTSE UK Commercial Property Index SeriesThe FTSE UK Commercial Property Index Series is maintained and published by FTSE and is designed tomeasure performance of the UK commercial property market. The FTSE Index is calculated and publisheddaily by FTSE and provides a measure of performance of over £60 billion of UK commercial propertydiversified geographically and across the retail, office and industrial sectors.

Launched in 2006, with data back cast by FTSE to 2001, the FTSE Index provides investors with atransparent view of the investable UK commercial property market by constructing an index series thatreflects its aggregate risk and return characteristics.

The value of the FTSE UK Commercial Property Index Series is derived directly from the asset values ofthe constituents of the Index. The FTSE Index constituents currently comprise a portfolio ofbalanced/open-ended property funds, unlisted closed-ended fixed term property funds, listed propertycompanies and cash. Cash drag (typically associated with balanced/open-ended property funds) andgearing (typically associated with closed-ended fixed term property funds and listed property companies)are neutralised through the Index construction process providing investors with full UK commercialproperty market exposure.

MSS Real Estate was appointed as the Index Adviser to FTSE International Limited for the FTSE Index in2006 and, with FTSE, actively manages the FTSE Index to be representative of investable UK commercialproperty in accordance with the Ground Rules, compiled by FTSE, and the FTSE Index InvestmentGuidelines, compiled by MSS Real Estate and approved by FTSE. The Ground Rules and the constituentsof the Index are reviewed at least annually by FTSE. The review includes an analysis of the targetweightings based on the UK property market as at 31 December (or the last business day in December)and is announced on the last business day prior to 31 March the following year.

Currently the FTSE Index is only made up of indirect property vehicles and, although permitted within theGround Rules, there is no current intention to include any direct property assets (physical buildings) in theFTSE Index. The Bloomberg ticker for the FTSE All UK Property GAV Index is FTMSAGTR.

The Index Advisory CommitteeThe FTSE Index Advisory Committee helps FTSE in its aim to ensure that the FTSE Index reflects theunderlying UK commercial property market and that the Ground Rules continue to evolve over time toremain relevant. The objectives of FTSE’s Index Advisory Committee are:

– to ensure that the FTSE Index is managed and calculated according to the Ground Rules, so that itremains impartial, transparent and accurate; and

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– to evolve the Ground Rules to ensure that they continue to meet market needs.

FTSE committees are made up of leading investment market professionals who serve in a personalcapacity. Members of the FTSE committees are chosen for their ability to provide strategic input to thedevelopment of FTSE indices. They are drawn from the ranks of asset owners, asset managers,consultants and representatives from brokers and corporate advisers. The Index Advisory Committeecomprises three members, none of whom are connected to the Index Adviser, as follows:

Alistair Dixon

Alistair is senior adviser to GI Partners, a US private equity firm and has over 30 years of real estate privateequity and fund management experience. Originally working in fund management, Alistair moved to the USinvestment bank, Bankers Trust in 1989 and worked in their debt capital markets, credit and derivativesgroups before becoming a member of their Private Equity Real Estate group in 1992. He ran the Europeanside of the Bankers Trust business prior to the sale to Deutsche Bank. Post the acquisition he becameglobal head of the global opportunity fund business, managing 100 professionals around the globe.

Philip Gadsden

Philip’s real estate career extends to almost 30 years. He was formerly international director within LaSalleInvestment Management; partner with Jones Lang Lasalle; director with Lasalle Investment Managementand deputy chief executive officer of Invista Real Estate Investment Management. Philip has been closelyinvolved in most aspects of real estate investment management in the UK including investment in publicand private markets (both directly and indirectly), debt structuring including securitisation, management ofseparate accounts, commingled funds and listed investment trusts, and has worked with institutionalclients as well as retail investors. Philip is an FSA registered person and a Member of the InvestmentProperty Forum.

John Styles

John Styles is head of Knight Frank Investors LLP and has over 16 years’ experience in the UK real estateinvestment market. His experience covers the full range of investment management activities includingstrategic asset portfolio management, acquisitions, disposals and active management of investmentproperties, as well as the funding of development schemes across all UK sectors. His clients have includedmajor UK pension funds such as BBC Pension Trust, John Lewis Partnership Pension Trust and HBOSFinal Salary Pension Scheme as well as property companies such as Ashtenne plc and Antler PropertiesLimited. He is also fund manager to Lancashire County Pension Fund. John is an FSA registered personand a Member of the Investment Property Forum. He also sits on the Association of Real Estate FundsInvestor Committee.

FTSE Index ConstructionThe Index construction methodology follows five main processes, each of which is designed to identify theinvestable index through a combination of qualitative and quantitative techniques:

1. Establish objective and weightsThe objective of the FTSE Index is broadly to reflect the investment performance of the retail, office andindustrial property sectors in the UK.

Each year FTSE reviews the size and structure of the commercial property market. This is collated from anumber of different sources. The opaque nature of the property industry means that there is no clear anddefinitive source for statistics on transactions, the size of the commercial property universe or sectorweightings. Each source that is used is analysed according to its reliability, strength and quality; these areprone to vary year on year according to their methods of calculation and various other external factors.

From these sources, FTSE determines what is deemed “investable commercial property”. Based on themarket as at 31 December 2011, FTSE determined the whole UK commercial property market to beapproximately £597 billion of which approximately 49 per cent. was deemed investable (Source: FTSE).

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As set out in the Ground Rules, the final sector weighting targets are constructed by FTSE from theinvestable universe and announced on or before the last business day in March of each year, with thechanges implemented by the last business day in June of each year.

The target sector weightings for the FTSE Index as at 31 March 2012 are as follows:

● Retail: 46.3%

● Office: 39.3%

● Industrial:14.5%

2. Identification of Target FundsOnce FTSE has established a broad framework in relation to the investable UK commercial propertymarket, then the Index Adviser assesses the best way to access these property sectors. Through the IndexAdviser, a number of funds and collective investment schemes that meet the Index Investment Guidelinesare identified and researched for inclusion into the FTSE Index. The Index Adviser uses its proprietaryscreening database and carries out quantitative and qualitative analysis of the Target Funds.

The pre-selected Target Funds are monitored and shortlisted with a view to making an initialrecommendation to the Index Advisory Committee.

3. Due DiligenceAfter the initial Target Funds have been identified and approved by the Index Advisory Committee, theIndex Adviser carries out full due diligence on each Target Fund. This will include investment andoperational due diligence on the fund manager, the strategy, the performance, the portfolio and fundstructure.

The due diligence process is thorough and typically includes an onsite visit to the manager and meetingthe key members of the management team. The findings of the due diligence process are comprehensivelydocumented in an evaluation report which is provided to the Index Advisory Committee with a duediligence checklist and recommendation for approval.

4. Decision ProcessThe Index Advisory Committee reviews the documentation provided by the Index Adviser and, if satisfiedwith the evaluation report, provides its approval as to whether the Target Fund should be included in theFTSE Index. After approval has been obtained from the Index Advisory Committee, the Index Adviser co-ordinates with FTSE and seeks their approval prior to the investment in and formalisation of the Target Fundinto the FTSE Index.

5. FTSE Index ManagementThe Index Adviser continuously monitors the Target Funds for their performance and their adherence to theGround Rules. FTSE calculates the FTSE Index on a daily basis from data provided by the Index Adviser.The Index Advisory Committee meets formally on a quarterly basis (and more frequently if required).

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PART 4

DIRECTORS, MANAGEMENT AND ADMINISTRATION OF THE COMPANY

Directors

The Directors have overall responsibility for and oversight of the Company’s activities, notwithstanding thedelegation of the day to day management of the Company to the Investment Manager and the delegationof administration, company secretarial and accounting services to the Administrator. The Board currentlycomprises:

● Quentin Spicer (Non-executive Chairman) (age 67)

Quentin is a resident of Guernsey with approximately 45 years of commercial property experience.Originally qualifying as a UK solicitor, he was partner and head of property at Wedlake Bell transferring totheir Guernsey office in 1996 (now known as Spicer & Partners Guernsey LLP). He has been a consultantsince 2012 for Spicer & Partners Guernsey LLP. He is chairman of a number of companies including IRPProperty Investments Limited and a non-executive director of O Twelve Estates Limited, DevelicaDeutschland Limited, Squarestone Brasil Limited and a number of other property investment funds.Quentin is a member of the Institute of Directors.

● Jonathan (Jon) Bridel (Non-executive Director) (age 47)

Jon is a resident of Guernsey and currently non-executive chairman of Altus Global Gold Limited and anon-executive director of GLF (GP) Limited, AnaCap Credit Opportunities GP II Limited, and AlcentraEuropean Floating Rate Income Fund Limited. He was a director of Royal Bank of Canada InvestmentManagement (Guernsey) Limited (which became RBC Investment Solutions (CI) Limited in 2008) from 2005to 2006, after which he served as its Managing Director until April 2011. Jon served in a number of seniormanagement positions in banking and other financial institutions and private businesses from 1996 to2002. Graduating from the University of Durham with a degree of Master of Business Administration, Jonholds qualifications from the Institute of Chartered Accountants in England and Wales, the CharteredInstitute of Marketing (previously the Institute of Marketing) and the Australian Institute of CompanyDirectors. Jon is a Chartered Marketer and a member of the Chartered Institute of Marketing and theInstitute of Directors and a Chartered Fellow of the Chartered Institute for Securities and Investment.

● John Whittle (Non-executive Director) (age 56)

John is a resident of Guernsey. He is a Chartered Accountant and holds the IoD Diploma in CompanyDirection. He is a non-executive director of International Public Partnerships Limited, Aurora RussiaLimited, India Capital Growth Fund Limited and Advance Frontier Markets Fund Limited. He also acts asnon executive director to several other Guernsey investment funds. He was previously Finance Director ofClose Fund Services, a large independent fund administrator, where he successfully initiated a restructuringof client financial reporting services and was a key member of the business transition team. Prior to movingto Guernsey he was at Price Waterhouse in London before embarking on a career in business services,predominantly telecoms. He co-led the business turnaround of Talkland International (now Vodafone Retail)and was directly responsible for the strategic shift into retail distribution and its subsequent implementation;he subsequently worked on the £20 million private equity acquisition of Ora Telecom.

Each of the individuals referred to above was appointed as a director of the Company on 25 April 2012.Each of the Directors is independent of the Investment Manager (and the Investment Adviser) and thereforea majority of the Directors are able to act independently of the Investment Manager. None of the Directorshave any common directorships.

Investment Management and Administration

Investment Management

The Company will be managed by MSS Property which is domiciled in Guernsey and regulated by theGuernsey Financial Services Commission. The Investment Manager will sub-delegate provision of day-to-day management services to the Investment Adviser subject to the overall supervision of the InvestmentManager. The Investment Adviser is a subsidiary undertaking of MSS Property based in London.

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The MSS Group was founded in 2001 as a real estate investment manager and private equity investorbased in London. The MSS Group has managed a variety of property focussed products including bothopen and closed-ended UK commercial property funds some of which have been listed on stockexchanges including the Main Market, Irish Stock Exchange and the Channel Islands Stock Exchange,investing in both direct and indirect property assets throughout the UK. The management team hastransacted over €1.7bn in European real estate over the last 7 years and collectively has over 50 yearsexperience in real estate. The team has advised FTSE on index construction since 2004 and, havingdeveloped the commercial property investable index concept over a number of years, the MSS Group wereappointed by FTSE to be Index Adviser for FTSE’s investable UK Commercial Property Index Series in June2006. With FTSE, they actively manage the FTSE Index to be representative of investable UK commercialproperty in accordance with the Ground Rules and the FTSE Index Investment Guidelines.

Investment Manager

The Investment Manager is responsible for providing management services to the Company in accordancewith the terms of the Investment Management Agreement. The Investment Management Agreementprovides for an investment management fee of one twelfth of 0.65 per cent. of the Company’s Net AsstValue, payable monthly in arrears. This fee includes all licence fees due to FTSE. No performance fee willbe payable.

The Investment Management Agreement is terminable by either the Company or the Investment Managergiving the other not less than twelve months’ notice expiring not earlier than the day that falls 30 monthsafter Admission. Further information on the Investment Manager and details of the InvestmentManagement Agreement are set out in paragraph 7.1 of Part 9 of this document. The directors, andproposed director, of MSS Property comprise:

Mark Ellis (Chief Executive Officer)

Mark co-founded the MSS Group in 2001 and has raised and managed a number of commercial propertyproducts in open and closed-ended funds, listed in London, Dublin and the Channel Islands with exposureto both direct and indirect real estate assets, including the launch and continuous running of the FTSE UKCommercial Property Index Series in 2006. He was formerly head of derivatives marketing across UK,Europe and the Far East for Abbey National Treasury Services plc between 1998 and 2001 and amanaging director at UBS responsible for the marketing of structured products to UK clients. Mark is amember of the Investment Property Forum.

John Moeller (Non-executive Director)

John is formerly a founding and majority partner of Hanseatic Holding AG in Germany and sold his 40 percent. stake in the business in 2007 when Hanseatic’s annual turnover was EUR1.35 billion with an averageof approximately 20 developments per annum. Prior to this John worked for the World Bank (IFC) in Africaand South America and Kay Wilhelmsen Plc, Scandinavia’s largest privately owned construction groupwhere he was managing director in London.

Andrew Boyce (Non-executive Director)

Andrew is a partner in the Corporate and Finance Group of leading Channel Islands law firm Carey Olsen.Andrew has specialist experience and is recognised as a leading individual by legal directories in thestructuring and establishment of open and closed ended investment funds and structured financeproducts. He also advises on structured loan financing, listed investment placements and bankingtransactions. Andrew is regularly instructed by and acts for market leading investment banks, private equityhouses and fund promoters.

James Tracey (Proposed Non-executive Director)

James Tracey is a Director of Kleinwort Benson (Channel Islands) Fund Services Limited, the Company’sAdministrator. Mr Tracey is an associate member of the Institute of Chartered Secretaries andAdministrators as well as being a member of the Securities and Investment Institute. He is a director of anumber of Guernsey investment funds.

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Investment Adviser

The Investment Adviser, MSS Real Estate LLP, is regulated and authorised in the United Kingdom by theFinancial Services Authority and is a subsidiary of the Investment Manager.

The partners of MSS Real Estate have been intimately involved in the design and construction of the FTSEIndex and for assisting FTSE in maintaining it since launch. They have a collective in-depth knowledge ofthe commercial property industry, covering all aspects of the property business from direct and indirectfund management and investing to derivatives and property development. The partners of MSS RealEstate are:

Mark Ellis (Chief Executive Officer)

See above

Satheeshan (Sath) Sabendran (Chief Operating Officer)

Sath joined MSS Real Estate in April 2006. He is responsible for all operational, financial, tax and regulatorymatters for the business. Prior to joining MSS Real Estate, Sath was funds treasurer at Curzon GlobalPartners/IXIS AEW Europe. He is an Associate of the Chartered Institute of Management Accountants.

Jonathan (Sevi) Rixson

Sevi joined MSS Real Estate from UBS Global Asset Management and is responsible for all investmentallocation and investment management for the direct and indirect real estate funds, as well as assetmanagement across the business. Previously, Sevi worked at King Sturge as an asset manager/fund co-ordinator on a closed-ended, regional French property fund. Sevi is a qualified chartered surveyor andholds an FSA credited Investment Manager Certificate.

James Wells

James joined MSS Real Estate in October 2009 and is responsible for analysing fund performance,researching real estate investment strategies and assisting with investment management. His role alsoincludes oversight of the day-to-day index production in relation to the FTSE UK Commercial PropertyIndex Series. James holds an FSA credited Investment Manager Certificate.

Administrator and SecretaryKleinwort Benson (Channel Islands) Fund Services Limited has been appointed as Administrator andSecretary pursuant to the Administration and Secretarial Agreement, a summary of which is set out inparagraph 7.3 of Part 9 of this document. In such capacity, the Administrator is responsible for the generalsecretarial functions required by the Law and for ensuring that the Company complies with its continuingobligations as an investment company listed on the Official List and trading on the Main Market. TheAdministrator is also responsible for the Company’s general administrative functions such as thecalculation of Net Asset Value of the Ordinary Shares and the maintenance of accounting records.

CustodianKleinwort Benson (Guernsey) Limited has been appointed as Custodian pursuant to the CustodianAgreement, a summary of which is set out in paragraph 7.6 of Part 9 of this document.

Registrar and Receiving AgentComputershare Investor Services (Guernsey) Limited has been appointed as registrar to the Companyunder the Registrar’s Agreement. Computershare Investor Services PLC has been appointed ReceivingAgent of the Company for the Offer for Subscription under the terms of the Receiving Agent’s Agreement.A summary of each of the Registrar’s Agreement and the Receiving Agent’s Agreement is set out inparagraphs 7.4 and 7.5 respectively of Part 9 of this document.

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Corporate GovernanceThe Company is subject to the GFSC’s Finance Sector Code of Corporate Governance which applies toall companies that hold a licence from the GFSC under the regulatory laws or which are registered orauthorised as collective investment schemes. The GFSC requires an assurance statement from theCompany confirming that the Directors have considered the effectiveness of their corporate governancepractices and are satisfied with their degree of compliance with the principles set out in the GFSC Code,or the alternative codes accepted by the GFSC, in the context of the nature, scale and complexity of thebusiness. As the Company will report against the UK Corporate Governance Code (as discussed furtherbelow), it will be deemed to meet the requirements of the GFSC Code.

The Board is committed to high standards of corporate governance and has made arrangements to enablethe Company, as a newly incorporated company, to comply with the recommendations of the UKCorporate Governance Code published by the Financial Reporting Council. The Board intends to obtainmembership of the AIC following Admission and as such, intends to comply with the UK CorporateGovernance Code as recommended by the AIC Code or as otherwise may be disclosed from time to time.

The Board will meet formally at least four times a year; however, the Investment Manager and theAdministrator will stay in more regular contact with the Directors on a less formal basis. The Board willreceive full details of the Company’s assets, liabilities and other relevant information in advance of Boardmeetings. Individual Directors have direct access to the Company secretary and may, at the expense ofthe Company, seek independent professional advice on any matter that concerns them in the furtheranceof their duties.

In relation to the use of the Company’s voting rights in respect of investee companies, the InvestmentManager, in the absence of explicit instruction from the Board, will be empowered to exercise discretion inthe use of such voting rights. The underlying aim of exercising such voting rights will be to protect the returnfrom an investment.

Since all Directors are non-executive, the Company has no need to comply with the principles of the UKCorporate Governance Code in respect of executive Directors’ remuneration and, accordingly, the Boardhas not appointed a remuneration committee. Instead, the Board has appointed a managementengagement committee comprised of the entire board. The function of this committee is to ensure that theInvestment Manager complies with the terms of the Investment Management Agreement and that theprovisions of the Investment Management Agreement follow industry practice and remain competitive andin the best interests of Shareholders.

Given the size and composition of the Board it is not felt necessary to separate the roles of chairman andsenior independent non-executive director nor to establish a separate nominations committee.Accordingly, all the Board will nominate and consider the appointment of additional or replacementdirectors. Full details of the duties of new Directors will be provided to them together with a letter ofappointment. All newly appointed Directors will receive any necessary training and induction.

In addition, the Board considers that, in view of its non-executive nature, it is not appropriate for theDirectors to be appointed for a specified term of no more than three years as recommended by the UKCorporate Governance Code. The Articles require that at any annual general meeting of the Company anyDirector who has held office at the time of the two preceding annual general meetings is to retire from officeand may submit themselves for re-election.

The Board has appointed an audit committee, which will operate within clearly defined terms of reference,comprising the entire board and is chaired by John Whittle. In summary, the audit committee’s mainfunctions are:

● to review and monitor the internal financial control systems and risk management systems on whichthe Company is reliant;

● to consider annually whether there is a need for the Company to have its own internal audit function;

● to monitor the integrity of the interim and annual financial statements of the Company by reviewingand challenging, where necessary, the actions and judgements of the Investment Manager andAdministrator;

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● to meet, if required, with the Company’s auditors to review their proposed audit programme of workand the findings of its auditors (the audit committee also uses this as an opportunity to assess theeffectiveness of the audit process);

● to make recommendations to the Board in relation to the appointment of the Company’s auditors andto approve the remuneration and terms of engagement of the Company’s auditors; and

● to monitor and review annually the Company’s auditors independence, objectivity, effectiveness,resources and qualification.

Financial Information

Financial ReportsThe audited annual financial statements of the Company will be drawn up in Sterling and prepared inaccordance with the Law, International Financial Reporting Standards and the AIC Guidance. Financialstatements prepared by the Company in accordance with IFRS will include an income statement, which isnot required to differentiate between revenue and capital items and which includes realised and unrealisedinvestment gains/losses. However, in order to reflect better the activities of the Company and inaccordance with the AIC’s Guidance, the Company will also show a revenue and capital column in itsincome statement.

The Company’s annual report and financial statements will be prepared up to 31 March each year and itis expected that copies will be sent to Shareholders within four months of the year-end. The first annualgeneral meeting of the Company following Admission is expected to be held in September 2013.

An unaudited interim report covering the six months to the end of 30 September in each year will bepublished within two months of that date.

Interim management statements will also be prepared during the first and second six month periods of thefinancial year. The statements will be made in a period between 10 weeks after the beginning and sixweeks before the end of the relevant six month period. The interim management statements will be madepublic by the Company by an announcement issued through a Regulatory Information Service.

Annual Running ExpensesIn addition to management, administration and secretarial fees referred to above and in Part 9 of thisdocument, the Company will pay all other fees and expenses incurred in the operation of its businessincluding, without limitation:

● brokerage and other transaction charges and taxes;

● fees and expenses for custodial, registrar, legal, auditing and other professional services;

● the fees and out-of-pocket expenses of the Directors and the cost of Directors’ insurance;

● any borrowing costs;

● the ongoing costs of maintaining the listing of the Ordinary Shares on the premium segment of theOfficial List and their continued admission to trading on the Main Market;

● promotional expenses (including membership of any industry bodies, including the AIC, andmarketing initiatives approved by the Board); and

● costs of printing the Company’s financial reports and posting them to Shareholders.

The Company’s total fixed operational costs (excluding management fees, brokerage and other transactioncharges and taxes and any borrowing costs) are estimated to amount initially to approximately 0.3 percent. per annum of the Company’s estimated Net Asset Value on Admission depending, amongst otherthings, on the size of the Issue.

Allocation of Ongoing CostsAll expenses, with the exception of interest expenses, which are recognised using the effective interestmethod, are accounted for on an accruals basis. Expenses are charged through the revenue column ofthe Statement of Comprehensive Income except as follows:

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● expenses which are incidental to the acquisition or disposal of an investment are treated as capital;

● expenses are treated as capital where a connection with the maintenance or enhancement of thevalue of the investments can be demonstrated; and

● the Company charges 50 per cent. of investment management fees and finance costs to capital, inaccordance with the Board’s expected long term return in the form of capital gains and incomerespectively from the investment portfolio of the Company.

NAV Calculations

The unaudited Net Asset Value per Ordinary Share will be calculated as at the close of business on eachGuernsey business day by the Administrator and announced through a Regulatory Information Service onthe following business day. Such unaudited NAV will be calculated on the same basis as the calculation ofthe NAV per Ordinary Share for the purpose of the Company’s financial statements.

The Net Asset Value per Ordinary Share will be calculated in accordance with IFRS and the AIC’sGuidelines. Accordingly, NAV calculations will be prepared on the following basis:

● securities listed, traded or quoted on a stock exchange or over-the-counter market will be valued byreference to the bid price on such stock exchange or market as at the close of business of therelevant exchange or market on the relevant valuation day (or, if the relevant exchange or market isnot open for business on the relevant valuation day, the securities will be valued as at the last day onwhich the relevant exchange or market was open for business) as shown in the relevant exchange’sor market’s recognised method of publication of prices for such securities (and where a security islisted, traded or quoted on more than one stock exchange or over-the-counter market, that asset willbe valued based on the relevant bid price from the stock exchange or market with the greatest tradingvolume);

● in the case of securities where a single price is quoted for buying or selling, the securities will bevalued at that single price;

● in the case of securities issued by open-ended investment funds in respect of which separate buyingand selling prices are quoted, securities will be valued by reference to the lower of the prices quotedprior to the deduction of any specific exit prices or fees (where applicable), as at the close of businesson the relevant valuation date by the manager of the relevant open-ended fund. If there are reliableobservable market inputs on open-ended investment funds which are trading on the secondarymarket, the securities will be held at this value. If, in the opinion of the Board, the price obtained isunreliable or no recent traded price is available or if no recent price exists or if the most recent priceavailable does not reflect the Investment Manager’s best estimate of the value of the units or shares,the securities shall be valued at a value which in the opinion of the Board, is fair and reasonable;

● any assets that are not listed, traded or quoted on a stock exchange or over-the-counter market andwhich are not securities issued by open-ended investment funds, including direct property assets, willbe valued by the Board at fair value based on observable market inputs wherever possible and mayinclude the use of discounts for illiquidity, or similar, factors as appropriate;

● derivative securities will be valued at fair value based on observable market inputs wherever possible;and

● cash or near cash will be held at par.

The calculation of the Net Asset Value per Ordinary Share will only be suspended in circumstances wherethe underlying data necessary to value the investments of the Company cannot readily, or without undueexpenditure, be obtained. Details of any suspension in making such calculations will be announced througha Regulatory Information Service as soon as practicable.

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PART 5

DETAILS OF THE ISSUE

Introduction

The Issue consists of a placing and an offer for subscription of Ordinary Shares which are being issued at100p per Ordinary Share. The total number of Ordinary Shares issued under the Placing and Offer forSubscription will be determined by the Company, Jefferies Hoare Govett and the Investment Manager aftertaking into account demand for the Ordinary Shares and prevailing economic and market conditions.

The Placing and Offer for Subscription are conditional amongst other things on Admission having becomeeffective on or before 8.00 a.m. on 12 June 2012 or such later time and/or date as the Company andJefferies Hoare Govett may agree (being not later than 8.00 a.m. on 29 June 2012). Neither the Placingnor the Offer for Subscription is underwritten. The decision whether to proceed with the Issue will be at theabsolute discretion, and subject to the agreement, of the Directors, the Investment Manager and JefferiesHoare Govett. Further details on the conditions to the Placing and Offer for Subscription are set out below.

The Ordinary Shares will, on Admission, rank pari passu in all respects and will rank in full for all dividendsand other distributions thereafter declared, made or paid on the ordinary share capital of the Company.

The Placing

Jefferies Hoare Govett has agreed to use its reasonable endeavours to procure commitments to subscribefor Ordinary Shares pursuant to the Placing on the terms, and subject to the conditions set out in thePlacing Agreement and is seeking such commitments from institutional investors, private client fundmanagers and private client brokers.

Commitments to subscribe for Ordinary Shares pursuant to the Placing will be on the terms and subjectto the conditions set out in Part 6 of this document and must be received by Jefferies Hoare Govett nolater than 3.00 p.m. on Thursday, 31 May 2012 (or such later time and/or date as the Company, theInvestment Manager and/or Jefferies Hoare Govett may agree). Unless otherwise agreed with JefferiesHoare Govett, settlement of Placing commitments will be on a delivery versus payment basis throughCREST on the Admission Date. The Company may, with the agreement of Jefferies Hoare Govett, and inaccordance with Guernsey law provisions relating to the issue of shares for non cash consideration acceptin specie subscriptions under the Placing on an individual application basis. Any assets to be transferredto the Company in consideration for the issue of shares in connection with any such in specie subscriptionshall be valued in accordance with the Company’s usual accounting and valuation policies.

Details of the Placing Agreement are set out in paragraph 8.1 of Part 9 of this document.

The Offer for Subscription

Ordinary Shares are also being made available to the public in the United Kingdom (other than certainoverseas investors) through the Offer for Subscription at 100p per share payable in full on application. Inaddition, an aggregation commission of up to 5 per cent. of the amount subscribed may be payable byinvestors subscribing pursuant to the Offer for Subscription as agreed between the individual investor andhis financial intermediary (if any), in which event an equivalent commission will be payable by the Companyto such intermediary. Applications under the Offer for Subscription must be for a minimum of 1,000Ordinary Shares (or £1,000 excluding aggregation commission (if any)) and thereafter in multiples of 100Ordinary Shares. The Directors may, in their absolute discretion, after taking into account the demand forOrdinary Shares under the Placing and Offer for Subscription and economic and market conditions, waivethe minimum initial requirement in respect of any particular application under the Offer for Subscription.Multiple subscriptions under the Offer for Subscription by individual investors will not be accepted.

The Ordinary Shares will be a qualifying investment for the stocks and shares component of an ISA,provided they are acquired by an ISA plan manager through an offer to the public (such as the Offer forSubscription) or in the market. Any person wishing to apply for Ordinary Shares under the Offer forSubscription through an ISA should contact their ISA manager as soon as possible.

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The terms and conditions of application under the Offer for Subscription are set out in Part 7 of thisdocument. The procedure for applying for Ordinary Shares under the Offer for Subscription and anapplication form for use under the Offer for Subscription can be found at the end of this document.

Payment must be made by cheque or banker’s draft or by electronic interbank transfer (CHAPS). Paymentby cheque or banker’s draft must be in pounds Sterling drawn on a branch in the United Kingdom of abank or building society which is either a member of the Cheque and Credit Clearing Company Limited orthe CHAPS Clearing Company Limited or which has arranged for its cheques or banker’s drafts to becleared through the facilities provided for members of either of those companies. Such cheques orbanker’s drafts must bear the appropriate sort code in the top right hand corner. Cheques, which must bedrawn on the personal account of the individual investor where they have a sole or joint title to the funds(the account name should be the same as that shown on the Application Form), must be made payableto “FTSE UK Commercial Property Index Fund – IPO” and crossed “A/C Payee”. Third party cheques maynot be accepted with the exception of building society cheques or banker’s drafts where the buildingsociety or bank has confirmed the name of the account holder by stamping or endorsing thecheque/banker’s draft to such effect.

Payment by electronic interbank transfer (CHAPS) must be accompanied by a personalised paymentreference number which may be obtained by contacting Computershare Investor Services PLC directly on0870 873 5871.

Completed Application Forms accompanied by a cheque or banker’s draft for the full amountdue or indicating that a CHAPS payment for the full amount has been made must be posted toComputershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH ordelivered by hand (during normal business hours) to Computershare Investor Services PLC, ThePavilions, Bridgwater Road, Bristol BS13 8AE, so as to be received by 11.00 a.m. on 31 May 2012at which time and date the Offer for Subscription will close. The Directors may, with the priorapproval of the Investment Manager and Jefferies Hoare Govett, alter such date by shorteningor lengthening the offer period. The Company will notify investors of any such change throughthe publication of a notice through a Regulatory Information Service.

Dealings and Settlement

Application has been made to the UK Listing Authority for up to 500 million Ordinary Shares issued and tobe issued pursuant to the Issue to be admitted to the premium segment of the Official List and to the LondonStock Exchange for the Ordinary Shares to be admitted to trading on its Main Market. It is expected thatAdmission will occur, and that dealings in the Ordinary Shares will commence, on 12 June 2012.

The Ordinary Shares will be issued with effect from 12 June 2012, fully paid and in registered form, andmay be delivered into CREST or in certificated form. Applicants under the Offer for Subscription wishing tohave their Ordinary Shares delivered to a CREST stock account in their own name, which is expected totake place on 12 June 2012, should include their CREST details in section 7 of the Application Form.Temporary documents of title will not be issued pending the despatch of definitive certificates for OrdinaryShares issued in certificated form, which is expected to take place in the week commencing 18 June 2012.Dealings in Ordinary Shares in advance of the crediting of the relevant CREST accounts or the issue ofshare certificates will be at the risk of the persons concerned.

When admitted to trading, the Ordinary Shares will be registered with ISIN number GG00B6VTZ131 andSEDOL number B6VTZ13.

Announcements regarding the Placing and Offer for Subscription

The result of the Placing and the Offer for Subscription and the basis of allocation are expected to beannounced by the Company through a Regulatory Information Service on or around 1 June 2012 and, inany event, prior to Admission. Dealings in the Ordinary Shares issued pursuant to the Issue will not bepermitted prior to Admission.

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Conditions of the Issue

The Issue is conditional on, among other things, (i) Gross Proceeds totalling not less than £50 million (orsuch lesser amount as the Company, the Investment Manager and Jefferies Hoare Govett may agree)(exclusive of aggregation commission) being raised pursuant to the Placing and Offer for Subscription, (ii)the Placing Agreement not being terminated in accordance with its terms at any time prior to Admission and(iii) Admission occurring by 8.00 a.m. on 12 June 2012 (or such later date as the Company, the InvestmentManager and Jefferies Hoare Govett may agree, being in any event not later than 29 June 2012).

The issue of Ordinary Shares pursuant to the Placing and Offer for Subscription will be revoked if Admissionhas not occurred by 8.00 a.m. on 12 June 2012 (or such later date as the Company, the InvestmentManager and Jefferies Hoare Govett may agree, being in any event not later than 29 June 2012) or, ifearlier, on the date on which the Issue ceases to be capable of becoming conditional. Any such revocationwill be announced by the Company through a Regulatory Information Service as soon as practicable afterthe Company has become aware of the occurrence of the event that has resulted in such revocation.

The Directors, the Investment Manager and Jefferies Hoare Govett reserve the right not to proceed withthe Issue if the Gross Proceeds would be less than £50 million (exclusive of aggregation commission) orsuch lesser amount as the Directors, the Investment Manager and Jefferies Hoare Govett in their absolutediscretion shall decide.

Scaling Back

The Directors are authorised to issue up to 500 million Ordinary Shares and therefore no scaling back ofthe Issue will be required.

To the extent that the subscription monies received by the Company in relation to any application forOrdinary Shares, whether through the Placing or under the Offer for Subscription, exceed the aggregatevalue, at their Issue Price, of the Ordinary Shares issued pursuant to such application, the balance of suchsum will be returned without interest by cheque to the placee or applicant concerned.

Costs and Expenses of the IssueThe costs and expenses of the Issue paid by the Company (including all fees, commissions and expensespayable to Jefferies Hoare Govett) will be 2 per cent. of the gross proceeds of the Issue. To the extent suchcosts and expenses exceed 2 per cent. of the gross proceeds of the Issue, the Investment Manager hasagreed to meet the excess under the terms of the Placing Agreement.

Money LaunderingPursuant to anti-money laundering laws and regulations with which the Company must comply in theUnited Kingdom and in Guernsey, the Company and its agents, Jefferies Hoare Govett or Computershare,may require evidence of the identity of each investor in connection with any application for Shares,including further identification of the applicant(s), before any Ordinary Shares are issued.

U.S. Purchase and Transfer RestrictionsThis document does not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe for,Ordinary Shares in any jurisdiction where such an offer or solicitation is unlawful or would impose anyunfulfilled registration, qualification, publication or approval requirements on the Company or theInvestment Manager.

The Company has elected to impose the restrictions described below on the Issue and on the futuretrading of the Ordinary Shares so that the Company will not be required to register the offer and sale of theOrdinary Shares under the U.S. Securities Act, so that the Company will not have an obligation to registeras an investment company under the U.S. Investment Company Act and related rules and to addresscertain ERISA, U.S. Tax Code and other considerations. These transfer restrictions, which will remain ineffect until the Company determines in its sole discretion to remove them, may adversely affect the abilityof holders of the Ordinary Shares to trade such securities. Due to the restrictions described below, potentialinvestors in the United States and U.S. Persons are advised to consult legal counsel prior to making any

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offer, resale, exercise, pledge or other transfer of the Ordinary Shares. The Company and its agents will notbe obligated to recognise any resale or other transfer of the Ordinary Shares made other than incompliance with the restrictions described below.

Restrictions due to lack of registration under the U.S. Securities Act and U.S. InvestmentCompany Act restrictionsThe Ordinary Shares have not been and will not be registered under the U.S. Securities Act or with anysecurities regulatory authority of any state or other jurisdiction of the United States and the Ordinary Sharesmay not be offered, sold, resold, transferred or delivered, directly or indirectly, within the United States orto, or for the account or benefit of, U.S. Persons. There will be no public offer of the Ordinary Shares in theUnited States. Subject to certain exceptions, the Shares are being offered and sold only outside the UnitedStates to persons who are not U.S. Persons in reliance on the exemption from registration provided byRegulation S under the U.S. Securities Act.

Moreover, the Company has not been and will not be registered under the U.S. Investment Company Actand investors will not be entitled to the benefits of the U.S. Investment Company Act. The Ordinary Sharesand any beneficial interests therein may only be transferred in an offshore transaction in accordance withRegulation S (i) to a person outside the United States and not known by the transferor to be a U.S. Person,by prearrangement or otherwise; or (ii) to the Company or a subsidiary thereof.

Subscribers warrantiesEach subscriber of Ordinary Shares in the Issue and each subsequent investor in the Ordinary Shares willbe deemed to have represented, warranted, acknowledged and agreed as follows:

(a) it is not a U.S. Person, is not located within the United States and is not acquiring the Ordinary Sharesfor the account or benefit of a U.S. Person;

(b) it is acquiring the Ordinary Shares in an offshore transaction meeting the requirements of Regulation S;

(c) it acknowledges that the Ordinary Shares have not been and will not be registered under the U.S.Securities Act or with any securities regulatory authority of any state or other jurisdiction of the UnitedStates and may only be transferred in an offshore transaction in accordance with Regulation S (i) toa person outside the United States and not known by the transferor to be a U.S. Person, byprearrangement or otherwise; or (ii) to the Company or a subsidiary thereof;

(d) it acknowledges that the Company has not registered under the U.S. Investment Company Act andthat the Company has put in place restrictions for transactions not involving any public offering in theUnited States, and to ensure that the Company is not and will not be required to register under theU.S. Investment Company Act;

(e) no portion of the assets used to purchase, and no portion of the assets used to hold, the OrdinaryShares or any beneficial interest therein constitutes or will constitute the assets of (i) an “employeebenefit plan” as defined in Section 3(3) of ERISA that is subject to Title I of ERISA; (ii) a “plan” asdefined in Section 4975 of the U.S. Tax Code, including an individual retirement account or otherarrangement that is subject to Section 4975 of the U.S. Tax Code; or (iii) an entity which is deemedto hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject toTitle I of ERISA or Section 4975 of the U.S. Tax Code. In addition, if an investor is a governmental,church, non-U.S. or other employee benefit plan that is subject to any federal, state, local or non-U.S.law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the U.S. TaxCode, its purchase, holding, and disposition of the Ordinary Shares must not constitute or result in anon-exempt violation of any such substantially similar law;

(f) that if any Ordinary Shares offered and sold pursuant to Regulation S are issued in certificated form,then such certificates evidencing ownership will contain a legend substantially to the following effectunless otherwise determined by the Company in accordance with applicable law:

“FTSE UK COMMERCIAL PROPERTY INDEX FUND LIMITED (THE “COMPANY”) HAS NOTBEEN AND WILL NOT BE REGISTERED UNDER THE U.S. INVESTMENT COMPANY ACT OF1940, AS AMENDED. IN ADDITION, THE SECURITIES OF THE COMPANY REPRESENTEDBY THIS CERTIFICATE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.SECURITIES ACT OF 1933, AS AMENDED, OR WITH ANY SECURITIES REGULATORYAUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.

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ACCORDINGLY, THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OROTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNTOR BENEFIT OF, U.S. PERSONS.”

(g) it acknowledges that any sale, transfer, assignment, pledge or other disposal made other than incompliance with Regulation S under the U.S. Securities Act and the above stated restrictions will besubject to the compulsory transfer provisions as provided in the Articles;

(h) it is purchasing the Ordinary Shares for its own account or for one or more investment accounts forwhich it is acting as a fiduciary or agent, in each case for investment only, and not with a view to orfor sale or other transfer in connection with any distribution of the Ordinary Shares in any manner thatwould violate the U.S. Securities Act, the U.S. Investment Company Act or any other applicablesecurities laws;

(i) it acknowledges that the Company reserves the right to make inquiries of any holder of the OrdinaryShares or interests therein at any time as to such person’s status under the U.S. federal securitieslaws and to require any such person that has not satisfied the Company that holding by such personwill not violate or require registration under the U.S. securities laws to transfer such Ordinary Sharesor interests in accordance with the Articles;

(j) it is entitled to acquire the Ordinary Shares under the laws of all relevant jurisdictions which apply toit, it has fully observed all such laws and obtained all governmental and other consents which maybe required thereunder and complied with all necessary formalities and it has paid all issue, transferor other taxes due in connection with its acceptance in any jurisdiction of the Ordinary Shares andthat it has not taken any action, or omitted to take any action, which may result in the Company, theInvestment Manager, or Jefferies Hoare Govett or their respective directors, officers, agents,employees and advisers being in breach of the laws of any jurisdiction in connection with the Issueor its acceptance of participation in the Issue;

(k) it has received, carefully read and understands this prospectus, and has not, directly or indirectly,distributed, forwarded, transferred or otherwise transmitted this prospectus or any other presentationor offering materials concerning the Ordinary Shares to within the United States or to any U.S.Persons, nor will it do any of the foregoing;

(l) if it is acquiring any Ordinary Shares as a fiduciary or agent for one or more accounts, the investorhas sole investment discretion with respect to each such account and full power and authority tomake such foregoing representations, warranties, acknowledgements and agreements on behalf ofeach such account; and

(m) the Company, the Investment Manager, Jefferies Hoare Govett and their respective directors, officers,agents, employees, advisers and others will rely upon the truth and accuracy of the foregoingrepresentations, warranties, acknowledgments and agreements. If any of the representations,warranties, acknowledgments or agreements made by the investor are no longer accurate or havenot been complied with, the investor will immediately notify the Company.

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PART 6

TERMS AND CONDITIONS OF PLACING APPLICATION

1. IntroductionEach placee which confirms its agreement to Jefferies Hoare Govett to purchase the Ordinary Shares thatare the subject of the Placing under the Placing will be bound by these terms and conditions (and, in thecase of placees making an in specie subscription, the In Specie Agreement) and will be deemed to haveaccepted them.

Jefferies Hoare Govett may require any placee procured by it to agree to such further terms and/orconditions and/or give such additional warranties and/or representations as Jefferies Hoare Govett (in itsabsolute discretion) sees fit and may require any such placee to execute a separate placing letter. Anyplacee making an in specie subscription will be required to enter into an In Specie Agreement.

2. Agreement to acquire Ordinary SharesConditional on: (i) Admission occurring and becoming effective by 8.00 a.m. London time on or prior to12 June 2012 (or such later time and/or date, not being later than 8.00 a.m. on 29 June 2012, as theCompany and Jefferies Hoare Govett may agree); (ii) the Placing Agreement becoming otherwiseunconditional in all respects and not having been terminated on or before 12 June 2012 (or such later timeand/or date, not being later than 29 June 2012 as the parties thereto may agree); and (iii) Jefferies HoareGovett confirming to placees their allocation of Ordinary Shares, a placee agrees to become a member ofthe Company and agrees to subscribe for those Ordinary Shares allocated to it by Jefferies Hoare Govettat the Issue Price (before the deduction of aggregation commission (if any)). To the fullest extent permittedby law, each placee acknowledges and agrees that it will not be entitled to exercise any remedy ofrescission at any time. This does not affect any other rights the placee may have.

3. Payment for Ordinary SharesEach placee must pay the Issue Price for the Ordinary Shares issued to the placee in the manner and bysuch time as directed by Jefferies Hoare Govett (and, in the case of an in specie subscription, as providedfor in the In Specie Agreement). If any placee fails to pay as so directed and/or by the time required byJefferies Hoare Govett, the relevant placee’s application for Ordinary Shares shall be rejected.

4. Representations and WarrantiesBy agreeing to subscribe for Ordinary Shares, each placee which enters into a commitment with JefferiesHoare Govett to subscribe for Ordinary Shares will (for itself and any person(s) procured by it to subscribefor Ordinary Shares and any nominee(s) for any such person(s)) be deemed to represent and warrant toJefferies Hoare Govett, the Registrar and the Company that:

4.1 it is relying solely on this document and any supplementary prospectus issued by the Company andnot on any other information given, or representation or statement made at any time, by any personconcerning the Company or the Placing. It agrees that none of the Company, Jefferies Hoare Govettnor the Registrar nor any of their respective officers, agents or employees will have any liability for anyother information, representation or statement and irrevocably and unconditionally waives any rightsit may have in respect of any other information or representation;

4.2 if the laws of any territory or jurisdiction outside the United Kingdom are applicable to its agreement tosubscribe for Ordinary Shares under the Placing, it has complied with all such laws, obtained allgovernmental and other consents, licences and authorisations which may be required, complied withall requisite formalities and paid any issue, transfer or other taxes due in connection with its applicationin any territory and that it has not taken any action or omitted to take any action which will result in thebreach, whether by itself, the Company, Jefferies Hoare Govett, the Registrar or any of their respectivedirectors, officers, agents or employees of the regulatory or legal requirements, directly or indirectly, ofany territory or jurisdiction outside the United Kingdom in connection with the Placing;

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4.3 it has carefully read and understands this document in its entirety and acknowledges that it isacquiring Ordinary Shares on the terms and subject to the conditions set out in this Part 6 and theArticles as in force at the date of Admission;

4.4 it has not relied on Jefferies Hoare Govett or any person affiliated with Jefferies Hoare Govett inconnection with any investigation of the accuracy of any information contained in the Prospectus;

4.5 the content of this document is exclusively the responsibility of the Company and its Directors andneither Jefferies Hoare Govett nor any person acting on its behalf nor any of its affiliates areresponsible for or shall have any liability for any information, representation or statement contained inthe Prospectus or any information published by or on behalf of the Company and will not be liable forany decision by a placee to participate in the Placing based on any information, representation orstatement contained in the Prospectus or otherwise;

4.6 it acknowledges that no person is authorised in connection with the Placing to give any informationor make any representation other than as contained in this document and, if given or made, anyinformation or representation must not be relied upon as having been authorised by Jefferies HoareGovett or the Company;

4.7 it warrants that it is not applying as, or as nominee or agent of, a person who is or may be a personmentioned in any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts andclearance services);

4.8 it accepts that none of the Ordinary Shares have been or will be registered under the laws of Canada,Japan, Republic of Ireland or Australia. Accordingly, the Ordinary Shares may not be offered, sold ordelivered, directly or indirectly, within Canada, Japan, Republic of Ireland or Australia;

4.9 if it is receiving the offer in circumstances under which the laws or regulations of a jurisdiction otherthan the United Kingdom would apply, that it is a person to whom the Ordinary Shares may be lawfullyoffered under that other jurisdiction’s laws and regulations;

4.10 if it is a resident in the EEA (other than the United Kingdom), it is a qualified investor within themeaning of the law in the relevant Member State implementing Article 2(1)(e)(i), (ii) or (iii) of theProspectus Directive;

4.11 if it is outside the United Kingdom, neither the Prospectus nor any other offering, marketing or othermaterial in connection with the Placing constitutes an invitation, offer or promotion to, or arrangementwith, it or any person whom it is procuring to subscribe for Ordinary Shares pursuant to the Placingunless, in the relevant territory, such offer, invitation or other course of conduct could lawfully be madeto it or such person and such documents or materials could lawfully be provided to it or such personand Ordinary Shares could lawfully be distributed to and subscribed and held by it or such personwithout compliance with any unfulfilled approval, registration or other legal requirements;

4.12 it does not have a registered address in, and is not a citizen, resident or national of, any jurisdictionin which it is unlawful to make or accept an offer of the Ordinary Shares and it is not acting on a nondiscretionary basis for any such person;

4.13 if the investor is a natural person, such investor is not under the age of majority (18 years of age inthe United Kingdom) on the date of such investor’s agreement to subscribe for Ordinary Shares underthe Placing and will not be any such person on the date any such Placing is accepted;

4.14 it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted thisdocument or any other offering materials concerning the Issue or the Ordinary Shares to any personswithin the United States or to any US Persons, nor will it do any of the foregoing;

4.15 it represents, acknowledges and agrees to the representations, warranties and agreements as set outunder the heading “United States Purchase and Transfer Restrictions” in Part 5 above;

4.16 it acknowledges that neither Jefferies Hoare Govett nor any of its affiliates nor any person acting onits behalf is making any recommendations to it, advising it regarding the suitability of any transactionsit may enter into in connection with the Placing or providing any advice in relation to the Placing, thatparticipation in the Placing is on the basis that it is not and will not be a client of Jefferies Hoare Govettand that Jefferies Hoare Govett does not have any duties or responsibilities to a placee for providingprotections afforded to its clients or for providing advice in relation to the Placing nor in respect of anyrepresentations, warranties, undertakings or indemnities contained in the Placing Agreement;

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4.17 it acknowledges that where it is subscribing for Ordinary Shares for one or more managed,discretionary or advisory accounts, it is authorised in writing by each such account: (i) to subscribefor the Ordinary Shares for each such account; (ii) to make on each such account’s behalf therepresentations, warranties and agreements set out in this document; and (iii) to receive on behalf ofeach such account any documentation relating to the Placing in the form provided by Jefferies HoareGovett. It agrees that the provisions of this paragraph shall survive any resale of the Ordinary Sharesby or on behalf of any such account;

4.18 it irrevocably appoints any director of the Company and any director of Jefferies Hoare Govett to beits agent and on its behalf (without any obligation or duty to do so), to sign, execute and deliver anydocuments and do all acts, matters and things as may be necessary for, or incidental to, itssubscription for all or any of the Ordinary Shares for which it has given a commitment under thePlacing, in the event of the failure of it to do so;

4.19 it accepts that if the Placing does not proceed or the conditions to the Placing Agreement are notsatisfied or the Ordinary Shares for which valid applications are received and accepted are notadmitted to listing on the Official List of the UK Listing Authority with a premium listing or to tradingon the London Stock Exchange for any reason whatsoever then neither of Jefferies Hoare Govett northe Company nor persons controlling, controlled by or under common control with any of them norany of their respective employees, agents, officers, members, stockholders, partners orrepresentatives shall have any liability whatsoever to it or any other person;

4.20 in connection with its participation in the Placing it has observed all relevant legislation andregulations, in particular (but without limitation) those relating to money laundering (“MoneyLaundering Legislation”) and that its application is only made on the basis that it accepts fullresponsibility for any requirement to verify the identity of its clients and other persons in respect ofwhom it has applied. In addition, it warrants that it is a person: (i) subject to the Money LaunderingRegulations 2007 in force in the United Kingdom; or (ii) subject to the Money Laundering Directive(Council Directive No. 91/308/EEC); or (iii) subject to the Criminal Justice (Proceeds of Crime)(Financial Services Businesses) (Bailiwick of Guernsey) Regulations, 2007 and the Handbook forFinancial Services Businesses on countering financial crime and terrorist financing (containing rulesand guidance); or (iv) acting in the course of a business in relation to which an overseas regulatoryauthority exercises regulatory functions and is based or incorporated in, or formed under the law of,a country in which there are in force provisions at least equivalent to those required by the MoneyLaundering Directive;

4.21 it acknowledges that due to anti-money laundering requirements, Jefferies Hoare Govett and theCompany may require proof of identity and verification of the source of the payment before theapplication can be processed and that, in the event of delay or failure by the applicant to produce anyinformation required for verification purposes, Jefferies Hoare Govett and the Company may refuse toaccept the application and the subscription moneys relating thereto. It holds harmless and willindemnify Jefferies Hoare Govett and the Company against any liability, loss or cost ensuing due tothe failure to process such application, if such information as has been required has not beenprovided by it;

4.22 it acknowledges that any person in Guernsey involved in the business of the Company who has asuspicion or belief that any other person (including the Company or any person subscribing forOrdinary Shares) is involved in money laundering activities, is under an obligation to report suchsuspicion to the Financial Intelligence Service pursuant to the Terrorism and Crime (Bailiwick ofGuernsey) Law, 2002 (as amended);

4.23 it acknowledges and agrees that information provided by it to the Company, Registrar orAdministrator will be stored on the Registrar’s and the Administrator’s computer system and manually.It acknowledges and agrees that for the purposes of the Data Protection (Bailiwick of Guernsey) Law,2001 (the “Data Protection Law”) and other relevant data protection legislation which may beapplicable, the Registrar and the Administrator are required to specify the purposes for which theywill hold personal data. The Registrar and the Administrator will only use such information for thepurposes set out below (collectively, the “Purposes”), being to:

(a) process its personal data (including sensitive personal data) as required by or in connection withits holding of Ordinary Shares, including processing personal data in connection with credit andmoney laundering checks on it;

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(b) communicate with it as necessary in connection with its affairs and generally in connection withits holding of Ordinary Shares;

(c) provide personal data to such third parties as the Administrator or Registrar may considernecessary in connection with its affairs and generally in connection with its holding of OrdinaryShares or as the Data Protection Law may require, including to third parties outside the Bailiwickof Guernsey or the European Economic Area;

(d) without limitation, provide such personal data to the Company, Jefferies Hoare Govett, theInvestment Manager or Investment Adviser and their respective Associates for processing,notwithstanding that any such party may be outside the Bailiwick of Guernsey or the EuropeanEconomic Area; and

(e) process its personal data for the Administrator’s internal administration.

In providing the Registrar and the Administrator with information, it hereby represents and warrantsto the Registrar and the Administrator that it has obtained the consent of any data subjects to theRegistrar and the Administrator and their respective associates holding and using their personal datafor the Purposes (including the explicit consent of the data subjects for the processing of any sensitivepersonal data for the Purpose set out in paragraph (a)). For the purposes of this document, “datasubject”, “personal data” and “sensitive personal data” shall have the meanings attributed to them inthe Data Protection Law.

4.24 Jefferies Hoare Govett and the Company are entitled to exercise any of their rights under the PlacingAgreement or any other right in their absolute discretion without any liability whatsoever to them;

4.25 the representations, undertakings and warranties contained in this document are irrevocable. Itacknowledges that Jefferies Hoare Govett and the Company and their respective affiliates will relyupon the truth and accuracy of the foregoing representations and warranties and it agrees that if anyof the representations or agreements made or deemed to have been made by its subscription of theOrdinary Shares are no longer accurate, it shall promptly notify Jefferies Hoare Govett and theCompany;

4.26 where it or any person acting on behalf of it is dealing with Jefferies Hoare Govett any money held inan account with Jefferies Hoare Govett on behalf of it and/or any person acting on behalf of it will notbe treated as client money within the meaning of the relevant rules and regulations of the FSA whichtherefore will not require Jefferies Hoare Govett to segregate such money, as that money will be heldby Jefferies Hoare Govett under a banking relationship and not as trustee;

4.27 any of its clients, whether or not identified to Jefferies Hoare Govett will remain its sole responsibilityand will not become clients of Jefferies Hoare Govett or, for the purposes of the rules of the FSA orthe GFSC (as applicable) or for the purposes of any statutory or regulatory provision;

4.28 it accepts that the allocation of Ordinary Shares shall be determined by Jefferies Hoare Govett andthe Company in their absolute discretion and that such persons may scale back any Placingcommitments for this purpose on such basis as they may determine; and

4.29 time shall be of the essence as regard its obligations to settle payment for the Ordinary Shares andto comply with their other obligations under the Placing; and

4.30 authorises Jefferies Hoare Govett to deduct from the total amount subscribed under the Placing theaggregation commission (if any) (calculated at the rate agreed with the place) payable on the numberof Ordinary Shares allocated under the Placing.

Supply and disclosure of information

If Jefferies Hoare Govett, the Registrar or the Company or any of their agents request any information abouta placee’s agreement to purchase Ordinary Shares under the Placing, such placee must promptly discloseit to them.

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Miscellaneous

The rights and remedies of Jefferies Hoare Govett, the Registrar and the Company under these terms andconditions are in addition to any rights and remedies which would otherwise be available to each of themand the exercise or partial exercise of one will not prevent the exercise of others. On application, if a placeeis a discretionary fund manager, that placee may be asked to disclose in writing or orally to Jefferies HoareGovett the jurisdiction in which its funds are managed or owned. All documents will be sent at the placee’srisk. They may be sent by post to such placee at an address notified to Jefferies Hoare Govett.

Each placee agrees to be bound by the Articles (as amended from time to time) once the Ordinary Sharesthat the placee has agreed to subscribe pursuant to the Placing have been acquired by the placee. Thecontract to subscribe for Ordinary Shares under the Placing and the appointments and authoritiesmentioned in this document will be governed by, and construed in accordance with, the laws of Englandand Wales. For the exclusive benefit of Jefferies Hoare Govett, the Company and the Registrar, eachplacee irrevocably submits to the exclusive jurisdiction of the English courts in respect of these matters.This does not prevent an action being taken against a placee in any other jurisdiction. In the case of a jointagreement to purchase Ordinary Shares under the Placing, references to a “placee” in these terms andconditions are to each of the placees who are a party to that joint agreement and their liability is joint andseveral.

On application, if a placee is a discretionary fund manager, that placee may be asked to disclose in writingor orally the jurisdiction in which its funds are managed or owned. All documents provided in connectionwith the Placing will be sent at the placee’s risk. They may be returned by post to such placee at theaddress notified by such placee.

In the case of a joint agreement to subscribe for Shares under the Placing, references to a “placee” in theseterms and conditions are to each of the placees who are a party to that joint agreement and their liabilityis joint and several.

Jefferies Hoare Govett and the Company expressly reserve the right to modify the Placing (including,without limitation, its timetable and settlement) at any time before allocations are determined. The Placingis subject to the satisfaction of conditions contained in the Placing Agreement and the Placing Agreementnot having been terminated. Further details of the terms of the Placing Agreement are contained inparagraph 8.1 of Part 9 of this document.

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PART 7

TERMS AND CONDITIONS OF APPLICATION UNDER THE OFFER FOR SUBSCRIPTION

1. IntroductionIf you apply for Ordinary Shares under the Offer for Subscription, you will be agreeing with the Company,Jefferies Hoare Govett and Computershare Investor Services PLC as set out in this Part 7.

2. Offer to acquire Ordinary Shares under the Offer for SubscriptionYour application must be made on the Application Form attached at the end of this document or otherwisepublished by the Company. By completing and delivering an Application Form, you, as the applicant, and,if you complete an Application Form on behalf of another person or a corporation, that person orcorporation:

2.1 offer to subscribe for the number of Ordinary Shares specified in section 1 of your Application Form(or such lesser number for which your application is accepted) at the Issue Price per share (beforeany aggregation commission payable) on the terms, and subject to the conditions, set out in thisdocument (including this Part 7) and the memorandum and articles of incorporation of the Company;

2.2 agree that, in consideration of the Company and Jefferies Hoare Govett agreeing that they will not,prior to Admission, offer for subscription any Ordinary Shares to any person other than by means ofthe procedures referred to in this document, your application may not be revoked until after13 June 2012 and shall not be revoked after Admission and that this paragraph 2 shall constitute acollateral contract between you, the Company and Jefferies Hoare Govett which will become bindingupon despatch by post to or, in the case of delivery by hand, on receipt by Computershare InvestorServices PLC of your Application Form;

2.3 warrant that the remittance accompanying your Application Form will be honoured on firstpresentation and agree that if such remittance is not so honoured you will not be entitled to have anyOrdinary Shares applied for in uncertificated form credited to a CREST account or to receive a sharecertificate for any Ordinary Shares applied for in certificated form or to enjoy or receive any rights inrespect of such Ordinary Shares unless and until you make payment in cleared funds for suchOrdinary Shares (and any associated aggregated commission) and such payment is accepted byComputershare Investor Services PLC (which acceptance shall be in its absolute discretion and onthe basis that you indemnify the Company and Computershare Investor Services PLC against allcosts, damages, losses, expenses and liabilities arising out of or in connection with the failure of yourremittance to be honoured on first presentation) and the Company may (without prejudice to anyother rights it may have) avoid the agreement to allot such Ordinary Shares and may allot them tosome other person(s), in which case you will not be entitled to any refund or payment in respectthereof (other than the refund to you at your risk of any proceeds of the remittance, once honoured,which accompanied your Application Form, without interest);

2.4 agree that the crediting to a CREST account of any Ordinary Shares in uncertificated form to whichyou may become entitled may be delayed by, and that any share certificate in respect of any OrdinaryShares in uncertificated form to which you or, in the case of joint applicants, any of the personsspecified by you in your Application Form may become entitled and monies returnable may beretained by, Computershare Investor Services PLC:

(a) pending clearance of your remittance;

(b) pending investigation of any suspected breach of the warranties contained in sub-paragraphs6.1, 6.2, 6.6, 6.8 or 6.9 of this Part 7 or any other suspected breach of the terms and conditionsof application set out in this Part 7; or

(c) pending any verification of identity which is, or which the Company, Jefferies Hoare Govett orComputershare Investor Services PLC considers may be, required for the purposes of its moneylaundering obligations under the UK Money Laundering Regulations 2007, the MoneyLaundering Directive (Council Directive No. 91/308/EEC), the Criminal Justice (Proceeds ofCrime) (Financial Services Businesses) (Bailiwick of Guernsey) Regulations 2007 and the

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Handbook of Financial Services Business (together referred to as the “Money LaunderingRegulations”) (in each case as amended) and any other regulations applicable thereto;

and any interest accruing on such retained monies shall accrue to and for the sole benefit of theCompany;

2.5 agree, on the request of the Company, Jefferies Hoare Govett or Computershare Investor ServicesPLC, to disclose promptly in writing to them such information as the Company, Jefferies Hoare Govettor Computershare Investor Services PLC may request in connection with your application andauthorise the Company, Jefferies Hoare Govett and Computershare Investor Services PLC to discloseany information relating to your application which they may consider appropriate;

2.6 agree that, if evidence of identity satisfactory to the Company, Jefferies Hoare Govett and/orComputershare Investor Services PLC is not provided to Computershare Investor Services PLCwithin a reasonable time in the opinion of Jefferies Hoare Govett following a request therefor, theCompany or Jefferies Hoare Govett may terminate the agreement with you to allot Ordinary Sharesand, in such case, the Ordinary Shares which would otherwise have been allotted to you may be re-allotted and your application monies will be returned to the bank or other account on which thecheque or other remittance accompanying the application was drawn, or from which any electronicinterbank transfer (CHAPS) was made, without interest;

2.7 agree that you are not applying on behalf of a person engaged in money laundering;

2.8 undertake to ensure that, in the case of an Application Form signed by someone else on your behalf,the original of the relevant power of attorney (or a complete copy certified by a solicitor or notary) isenclosed with your Application Form;

2.9 undertake to pay interest at the rate described in paragraph 3.3 of this Part 7 if the remittanceaccompanying your Application Form is not honoured on first presentation;

2.10 authorise Computershare Investor Services PLC to credit the CREST account specified in section 6of the Application Form with the number of Ordinary Shares for which your application is acceptedor, if that section is not completed, send a definitive certificate in respect of the number of OrdinaryShares for which your application is accepted by post to your address (or that of the first-namedapplicant) as set out in your Application Form;

2.11 agree that, in the event of any difficulties or delays in the admission of the Ordinary Shares to CRESTor the use of CREST in relation to the Placing and Offer, the Company and Jefferies Hoare Govettmay agree that all of the Ordinary Shares should be issued in certificated form;

2.12 authorise Computershare Investor Services PLC to send a crossed cheque for any monies returnable(without interest) by post to your address (or that of the first-named applicant) as set out in yourApplication Form;

2.13 confirm that you have read and complied with paragraph 8.2 of this Part 7;

2.14 consent to the processing of personal data given in relation to your application and acknowledge andaccept that information provided by it to the Company, Registrar or Administrator will be stored onthe Registrar’s and the Administrator’s computer system and manually. It acknowledges and agreesthat for the purposes of the Data Protection (Bailiwick of Guernsey) Law, 2001 (the “Data ProtectionLaw”) and other relevant data protection legislation which may be applicable, the Registrar and theAdministrator are required to specify the purposes for which they will hold personal data. TheRegistrar and the Administrator will only use such information for the purposes set out below(collectively, the “Purposes”), being to:

(a) process its personal data (including sensitive personal data) as required by or in connection withits holding of Ordinary Shares, including processing personal data in connection with credit andmoney laundering checks on it;

(b) communicate with it as necessary in connection with its affairs and generally in connection withits holding of Ordinary Shares;

(c) provide personal data to such third parties as the Administrator or Registrar may considernecessary in connection with its affairs and generally in connection with its holding of OrdinaryShares or as the Data Protection Law may require, including to third parties outside the Bailiwickof Guernsey or the European Economic Area;

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(d) without limitation, provide such personal data to the Company, Jefferies Hoare Govett, theInvestment Manager or Investment Adviser and their respective Associates for processing,notwithstanding that any such party may be outside the Bailiwick of Guernsey or the EuropeanEconomic Area; and

(e) process its personal data for the Administrator’s internal administration.

In providing the Registrar and the Administrator with information, it hereby represents and warrantsto the Registrar and the Administrator that it has obtained the consent of any data subjects to theRegistrar and the Administrator and their respective associates holding and using their personal datafor the Purposes (including the explicit consent of the data subjects for the processing of any sensitivepersonal data for the Purpose set out in paragraph (a)). For the purposes of this document, “datasubject”, “personal data” and “sensitive personal data” shall have the meanings attributed to them inthe Data Protection Law.

2.15 agree that your Application Form is addressed to the Company and Jefferies Hoare Govett; and

2.16 authorise the Company to deduct from the subscription amount specified in Box 3 of the ApplicationForm the aggregation commission (if any) (calculated at the rate set out in Box 2 of the ApplicationForm) payable on the number of Ordinary Shares allotted to you and to remit an equivalent amountto the financial intermediary whose details appear in Box 11 of the Application Form.

3. Acceptance of Applications3.1 Jefferies Hoare Govett may, on behalf of the Company, accept your offer to subscribe (if your

application is received, valid (or treated as valid), processed and not rejected) either:

(i) by notifying the UK Listing Authority of the basis of allocation (in which case the acceptance willbe on that basis); or

(ii) by notifying acceptance to Computershare Investor Services PLC.

3.2 The basis of allocation will be determined by Jefferies Hoare Govett in consultation with the Company.The right is reserved notwithstanding the basis so determined to reject in whole or in part and/or scaledown any application. The right is also reserved to treat as valid any application not complying fullywith the terms and conditions of application in this Part 7 or not in all respects completed or deliveredin accordance with the instructions accompanying the Application Form. In particular, but withoutlimitation, the Company may accept an application made otherwise than by completion of anApplication Form where you have agreed with them in some other manner to apply in accordancewith the terms and conditions of application in this Part 7. The Company reserves the right (but shallnot be obliged) to accept Application Forms and accompanying remittances which are receivedthrough the post after 11.00 a.m. on 31 May 2012.

3.3 The right is reserved to present all cheques for payment on receipt by Computershare InvestorServices PLC and to retain documents of title and surplus application monies pending clearance ofsuccessful applicants’ cheques. Jefferies Hoare Govett may, as agent of the Company, require youto pay interest or its other resulting costs (or both) if any cheque accompanying your application isnot honoured on first presentation. If you are required to pay interest, you will be obliged to pay theamount determined by Jefferies Hoare Govett to be the interest on the amount of the cheque fromthe date on which the basis of allocation under the Offer for Subscription is publicly announced untilthe date of receipt of cleared funds. The rate of interest will be the then published bank base rate ofa clearing bank selected by Jefferies Hoare Govett plus 2 per cent. per annum.

3.4 The right is reserved to reject in whole or in part, or to scale down or limit, any application.

3.5 The Company reserves the right in its absolute discretion (but shall not be obliged) to acceptapplications for less than 1,000 Ordinary Shares, or applications which are more than 1,000 but nota multiple of 100 thereafter.

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4. Conditions4.1 The contracts created by the acceptance of applications (in whole or in part) under the Offer for

Subscription will be conditional upon:

(i) Admission by 8.00 a.m. on 12 June 2012 (or such later time or date, not being later than29 June 2012, as the Company and Jefferies Hoare Govett may agree); and

(ii) the Placing Agreement referred to in paragraph 8.1 of Part 9 of this document becomingunconditional and the obligations of Jefferies Hoare Govett hereunder not being terminated.

4.2 You will not be entitled to exercise any remedy of rescission for innocent misrepresentation (includingpre-contractual representations) at any time after acceptance. This does not affect any other right youmay have.

5. Return of Application MoniesIf any application is not accepted in whole, or is accepted in part only (as a result of any scaling back ofany part of an application), or if any contract created by acceptance does not become unconditional, theapplication monies or, as the case may be, the balance of the amount paid on application will be returnedwithout interest by returning your cheque, or by crossed cheque in favour of the first-named applicant, bypost at the risk of the person(s) entitled thereto. In the meantime, application monies will be retained byComputershare Investor Services PLC in a separate account.

6. WarrantiesBy completing an Application Form, you:

6.1 warrant that, if you sign the Application Form on behalf of somebody else or on behalf of acorporation, you have due authority to do so on behalf of that other person or corporation and thatsuch other person or corporation will be bound accordingly and will be deemed also to have giventhe confirmations, warranties and undertakings contained in this Part 7 and undertake to enclose yourpower of attorney or other authority or a complete copy thereof duly certified by a solicitor or notary;

6.2 warrant that, if the laws of any territory or jurisdiction outside the United Kingdom are applicable toyour application, you have complied with all such laws, obtained all governmental and other consentswhich may be required, complied with all requisite formalities and paid any issue, transfer or othertaxes due in connection with your application in any such territory or jurisdiction and that you havenot taken any action or omitted to take any action which will result in the Company, Jefferies HoareGovett or Computershare Investor Services PLC or any of their respective officers, agents oremployees acting in breach of the regulatory or legal requirements, directly or indirectly, of any territoryor jurisdiction outside the United Kingdom in connection with the Offer for Subscription in respect ofyour application;

6.3 confirm that, in making an application, you are not relying on any information or representations inrelation to the Company other than those contained in this document (on the basis of which aloneyour application is made) and, accordingly, you agree that no person responsible solely or jointly forthis document or any part of it shall have any liability for any such other information or representation;

6.4 agree that, having had the opportunity to read this document, you shall be deemed to have hadnotice of all information and representations contained in it;

6.5 acknowledge that no person is authorised in connection with the Offer for Subscription to give anyinformation or make any representation other than as contained in this document and, if given ormade, any information or representation must not be relied upon as having been authorised by theCompany or Jefferies Hoare Govett;

6.6 warrant that you are not under the age of 18 on the date of your application;

6.7 agree that all documents and monies sent by post to, by or on behalf of the Company, Jefferies HoareGovett or Computershare Investor Services PLC will be sent at your risk and, in the case ofdocuments and returned monies to be sent to you, may be sent to you at your address (or, in thecase of joint applicants, the address of the first-named applicant) as set out in your Application Form;

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6.8 warrant that you are not applying as, or as nominee or agent of, a person who is or may be a personmentioned in any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts andclearance services); and

6.9 confirm that you have reviewed the restrictions contained in paragraph 8 of this Part 7 and warrant,to the extent relevant, that you (and any person on whose behalf you apply) comply or have compliedwith the provisions in that paragraph.

7. Money Laundering7.1 You agree that, in order to ensure compliance with the Money Laundering Regulations (as amended)

and any other regulations applicable thereto, the Company, Jefferies Hoare Govett or ComputershareInvestor Services PLC may, at its absolute discretion, require verification of identity from any personlodging an Application Form who either:

(i) tenders payment by way of banker’s draft or cheque or money order drawn on, or by way oftelegraphic transfer or similar electronic means from, an account in the name of another personor persons (in which case verification of your identity may be required); or

(ii) appears to Computershare Investor Services PLC to be acting on behalf of some other person(in which case verifications of identity of any persons on whose behalf you appear to be actingmay be required).

Failure to provide the necessary evidence of identity may result in application(s) being rejected ordelays in the despatch of documents or CREST accounts being credited.

7.2 Without prejudice to the generality of paragraph 7.1 of this Part 7, verification of the identity ofapplicants will be required if the value of the Ordinary Shares applied for, whether in one or moreapplications, exceeds €15,000 (or its equivalent, being approximately £13,000). If the value of theOrdinary Shares which you are applying for, whether in one or more applications, exceeds €15,000,you must ensure that section 10.1, 10.2 or 10.3 (as appropriate) of the Application Form iscompleted.

8. Overseas InvestorsThe attention of investors who are not resident in, or who are not citizens of, the United Kingdom andGuernsey is drawn to paragraphs 8.1 to 8.4 below:

8.1 The offer of Ordinary Shares under the Offer for Subscription to persons who are resident in, orcitizens of, countries other than the United Kingdom and Guernsey may be affected by the law of therelevant jurisdictions. Such persons should consult their professional advisers as to whether theyrequire any government or other consents or need to observe any applicable legal requirements toenable them to subscribe for Ordinary Shares under the Offer for Subscription. It is the responsibilityof all such investors receiving this prospectus and/or wishing to subscribe for Ordinary Shares underthe Offer for Subscription, to satisfy themselves as to full observance of the laws of any relevantterritory or jurisdiction in connection therewith, including obtaining all necessary governmental orother consents that may be required and observing all other formalities requiring to be observed andpaying any issue, transfer or other taxes due in such territory.

8.2 No person receiving a copy of this prospectus in any territory other than the United Kingdom orGuernsey may treat the same as constituting an offer or invitation to him, unless in the relevantterritory such an offer can lawfully be made to him without compliance with any further registration orother legal requirements.

8.3 Persons (including, without limitation, nominees and trustees) receiving this prospectus should notdistribute or send it to any U.S. Person or in or into the United States, Canada, Australia, Japan orthe Republic of Ireland, their respective territories or possessions or any other jurisdiction where to doso would or might contravene local securities laws or regulations.

8.4 The Company reserves the right to treat as invalid any agreement to subscribe for Ordinary Sharespursuant to the Offer for Subscription if it appears to the Company or its agents to have been enteredinto in a manner that may involve a breach of the securities legislation of any jurisdiction.

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9. Miscellaneous9.1 To the extent permitted by law, all representations, warranties and conditions, express or implied and

whether statutory or otherwise (including, without limitation, pre-contractual representations butexcluding any fraudulent representations), are expressly excluded in relation to the Ordinary Sharesand the Offer for Subscription.

9.2 The rights and remedies of the Company, Jefferies Hoare Govett and Computershare InvestorServices PLC pursuant to this Part 7 are in addition to any rights and remedies, which wouldotherwise be available to any of them, and the exercise or partial exercise of one will not prevent theexercise of others.

9.3 The Company reserves the right to delay the closing time of the Offer for Subscription from11.00 a.m. on 31 May 2012 by giving notice to the UK Listing Authority. In this event, the revisedclosing time will be published in such manner as Jefferies Hoare Govett, in consultation with theCompany, determines subject, and having regard, to the Listing Rules, the Prospectus Rules and anyother requirements of the UK Listing Authority.

9.4 Jefferies Hoare Govett may terminate the Offer for Subscription in its absolute discretion at any timeprior to Admission. If such right is exercised, the Offer for Subscription will lapse and any monies willbe returned to you without interest.

9.5 You agree that Jefferies Hoare Govett is acting for the Company in connection with the Placing andOffer for Subscription and for no-one else and that Jefferies Hoare Govett will not treat you as itscustomer by virtue of such application being accepted or owe you any duties concerning the price ofOrdinary Shares or concerning the suitability of Ordinary Shares for you or otherwise in relation to theOffer.

9.6 You authorise Computershare Investor Services PLC, Jefferies Hoare Govett or any personauthorised by them or the Company, as your agent, to do all things necessary to effect registrationof any Ordinary Shares subscribed by you into your name(s) and authorise any representatives ofComputershare Investor Services PLC or of Jefferies Hoare Govett to execute and/or complete anydocument required therefor.

9.7 You agree that all applications, acceptances of applications and contracts resulting therefrom underthe Offer for Subscription shall be governed by and construed in accordance with English law andthat you submit to the jurisdiction of the English courts and agree that nothing shall limit the right ofthe Company, Jefferies Hoare Govett or Computershare Investor Services PLC to bring any action,suit or proceedings arising out of or in connection with any such applications, acceptances andcontracts in any other manner permitted by law or in any court of competent jurisdiction.

9.8 The dates and times referred to in this Part 7 may be altered by the Company so as to be consistentwith the Placing Agreement (as the same may be altered from time to time in accordance with itsterms).

9.9 Save where the context requires otherwise, terms used in this Part 7 bear the same meaning aswhere used elsewhere in this document.

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PART 8

TAXATION

The following information is intended as a general guide only and is based on current UK andGuernsey legislation and HM Revenue & Customs practice for Shareholders who are resident orordinarily resident in (and only in) the United Kingdom for tax purposes and who hold theirOrdinary Shares as an investment. The provisions set out below may not apply to certain classesof Shareholders, such as dealers in securities, or to Shareholders who are not absolutebeneficial owners of their Ordinary Shares. Any Shareholder or prospective investor in OrdinaryShares who is in any doubt as to their tax position, or who is subject to tax in a jurisdiction otherthan the United Kingdom is strongly recommended to consult their professional adviser as soonas possible. Special provisions apply to certain kinds of Shareholder who are also stronglyrecommended to seek their own professional advice.

1. Taxation of the Company

GuernseyIn response to the European Union Code of Conduct Group review Guernsey introduced its “zero ten” taxregime on 1 January 2008 and abolished the exempt tax status for the majority of companies. Under thezero ten regime, companies incorporated in Guernsey are resident in Guernsey for tax purposes with thestandard rate of income tax for companies being 0 per cent. There are exceptions to the standard rate,with banks paying tax at 10 per cent on certain elements of their income, all companies taxable at20 per cent on income from rental property in Guernsey and all companies taxable at 20 per cent onincome from activities regulated by the Office of the Director General of Utility Regulation.

However, the Company being a collective investment scheme is eligible and will apply for exempt statusfor Guernsey tax purposes under The Income Tax (Exempt Bodies) (Guernsey) Ordinance, 1989, asamended (the “Exempt Ordinance”), as collective investment schemes were not identified as beingharmful by the European Union Code of Conduct Group. Under the provisions of the Exempt Ordinance,exemption is granted by the Director of Income Tax on an annual basis, provided the Company complieswith the requirements of the Exempt Ordinance and upon payment of an annual fee which is currently fixedat £600. It is a condition of the exemption that no investment or other property of the Company will besituated in Guernsey, other than a relevant bank deposit or an interest in another body to which anexemption from tax has been granted, is acquired or held. It is the intention of the Directors to conductthe affairs of the Company so as to ensure, where possible, the Company will continue to retainexempt status.

Once exempt status has been granted, the Company will be treated as not being resident in Guernsey forthe purposes of liability to Guernsey income tax. Under current law and practice therefore, the Companyshould only be liable for tax in Guernsey in respect of income arising in Guernsey, other than Guernseybank deposit interest, and will attract the standard rate of income tax being 0 per cent other than in certainexceptions as noted above.

No withholding tax or any other deduction should be made on any distributions from the Company. Therewill be no stamp duty levied in Guernsey on the issue or sale of shares in the Company.

In keeping with its ongoing commitment to meeting international standards, the States of Guernsey isundertaking a further review of its tax regime with the intention of implementing any required revisions tothe regime in the period between 2013 and 2015. At this point in time, the key features of any revisedregime have yet to be determined, and we would not expect them to have any impact on the Company

UK

Property income

Where the Company holds investments in partnerships and unit trusts established as “Baker” trusts, thesewill be generally tax transparent for the purposes of income. Therefore if these entities hold UK propertydirectly, the Company will be taxable on the underlying income. On the basis that the Company will registerfor approval under the Non Resident Landlord Scheme in order to avoid suffering withholding tax on UK

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property income received, the Company will be liable to tax on rental profits (after deducting allowablecosts and capital allowance) at the current basic rate of UK income tax of 20 per cent.

Dividends

There will be no UK tax levied on dividends paid from corporate entities to the Company.

REITs

There should be no additional tax to pay by the Company on Property Income Distributions (“PIDs”) fromREITs. However, the REIT will be required to withhold tax at the basic income tax rate (20 per cent.) onbehalf of the Company on any PIDs.

Capital gains

The Company is not currently subject to any UK capital gains tax on any gains arising. It has beenannounced recently that for 2013 the Company will become subject to tax on gains made onresidential property.

Stamp Tax

Stamp Duty will be payable by the Company on purchase of shares in any UK companies at a rate of 0.5per cent. on the value of the shares purchased. Stamp Duty Land Tax should only be payable by theCompany if it makes any direct purchases of UK property.

2. Taxation of Shareholders

Offshore fund rules

The Company will qualify as an offshore fund for the purposes of the offshore funds anti avoidancelegislation as amended with effect from 1 December 2009. The Company intends to apply to obtainreporting fund status under these rules.

The Company will prepare annual accounts and will provide a computation of reportable income for eachperiod of account for tax purposes to the UK resident investors for inclusion in their annual tax return. Thetaxable income reported by the Company will already have been adjusted for tax purposes. Thisinformation will be provided to both the investors and HMRC within 6 months of the end of the reportingperiod.

(a) UK Resident Shareholders

Individual investors

Depending on the dates on which UK resident individual shareholders hold their investments in theCompany, they will generally be taxable on the income of the Company regardless of whether this isdistributed to the investor. Any income actually distributed will be taxed on the investors receivingsuch distributions as dividends received at the investor’s applicable rate of income tax on dividends(10 per cent., 32.5 per cent. or 42.5 per cent. (reducing to 37.5 per cent. from April 2013) dependingon the investor’s overall level of taxable income and subject to the 10 per cent. dividend tax creditwhich should generally be available to individual investors on the basis that the Company is anoffshore fund). To the extent that any income of the Company is not actually distributed, the Companywill calculate and provide details of the reportable excess income per share to any shareholders whohold an investment in the company at the end of a reporting period (usually the end of the Company’saccounting period). Such reported excess will be subject to tax on those investors as though it hadin fact been distributed and at the same rates as set out above. Accordingly, under the offshore fundrules, shareholders who remain invested in the Company throughout the year will effectively be taxedon their share of all income received by the Company in the period.

An investor’s disposal of their interest in the Company will be a disposal for capital gains tax purposesand they will be taxable on any gains made at the applicable rate of capital gains tax (18 per cent. or28 per cent. depending on the investor’s overall level of taxable income). However, any amount ofpreviously taxed income that has not been distributed will be excluded from this charge.

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UK resident individual shareholders who are not UK domiciled and have made the necessary electionto be taxed in the UK on the remittance basis should not be subject to UK taxation on distributionsor on gains arising from their investment in the Company unless the proceeds are remitted to the UK.Such shareholders should seek their own advice on the tax consequences of remitting suchproceeds.

Corporate investors

The tax treatment of UK corporate investors depends on whether the investor is small or not for taxpurposes. Small companies will be subject to corporation tax on their share of annual reportableincome. Medium or large companies should be exempt from corporation tax in respect of reportableincome.

On sale of shares in the Company, the corporate entity will be chargeable to corporation tax on anychargeable gains at the current rate of corporation tax (currently 24 per cent., reducing to 23 per cent.from April 2013 and 22 per cent. from April 2014).

Tax exempt investors

Tax exempt investors such as pension funds should not be taxable on any income or gains of theCompany.

(b) Non-UK Resident Shareholders

Non-UK resident shareholders will not be subject to UK tax on income or capital gains arising fromthe Company, however non-UK residents may be subject to tax in their jurisdiction of residence andtherefore should seek separate tax advice in relation to the investment in the Company.

Stamp Tax

There should be no Stamp Duty or Stamp Duty Reserve Tax (“SDRT”) payable on acquisition ofshares in the Company as it is incorporated and tax resident in Guernsey. This is on the basis thatthe relevant transfer documents will not be executed in the UK and will not be brought into the UKand the share register is not maintained in the UK. No Stamp Duty or SDRT will be payable on issueof shares in the Company.

3. ISA status of sharesSubject to applicable investment limits, the Ordinary Shares should be a qualifying investment for thestocks and shares account of an ISA, including an ISA derived from a PEP held at 6 April 2008. An ISAmanager may not, however, acquire such Ordinary Shares under the Placing.

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PART 9

ADDITIONAL INFORMATION

1. Incorporation, History and Conduct of Business1.1 The Company was incorporated in Guernsey on 25 April 2012 with registered number 55030 as a

non-cellular company limited by shares under the Law. The Company is registered as a registeredclosed ended investment scheme under the Protection of Investors (Bailiwick of Guernsey) Law 1987(as amended) and the Registered Collective Investment Scheme Rules 2008 made thereunder.

1.2 As a listed investment company, the Company is not regulated by the FSA but is subject to the ListingRules of the UK Listing Authority applicable to closed-ended investment funds. The Company isregulated by the GFSC and is required to provide certain information to the GFSC on an ongoingbasis (including copies of the Company’s audited annual report and accounts) as well as complyingwith certain notification requirements to the GFSC.

1.3 The Company has its registered office and principal place of business at Trafalgar Court, AdmiralPark, St. Peter Port, Guernsey GY1 2JA. The Company’s register of members can be inspected atits registered office. The Company’s telephone number at its registered office is +44(0)1481 710607.

1.4 As at the date of this document, the Company has not commenced operations and no financialstatements in respect of the Company have been made up.

1.5 As at the date of this document, there has been no significant change in the financial or tradingposition of the Company since its incorporation. On Admission, the Company expects to have aminimum of £49 million of initial net assets (assuming Gross Proceeds of £50 million are raised underthe Issue and after the deduction of Issue Costs to acquire investments in accordance with theCompany’s investment policy.

1.6 Since the Company’s incorporation, there have been no governmental, legal or arbitrationproceedings (including any such proceedings which are pending or threatened of which the Companyis aware) which may have or have had a significant effect on the financial position or profitability of theCompany.

1.7 Details of the Company’s capitalisation are set out in paragraph 2 of this Part 9. As at the date of thisdocument, the Company had no guaranteed, secured, unguaranteed or unsecured debt, no indirector contingent indebtedness and no mortgage, charge or security interest over or attaching to itsassets. The Company has the power to borrow. Details of the Company’s borrowing policy are setunder the heading “Borrowing and Gearing” in Part 1 of this document.

1.8 The Company has no subsidiary or parent undertakings, associated companies or employees andneither owns nor leases any premises.

1.9 The Company is of the opinion that it has sufficient working capital for its present requirements, thatis, for the period of 12 months from the date of this document.

1.10 The memorandum of incorporation of the Company provides that the objects of the Company areunrestricted. The memorandum of incorporation of the Company is available for inspection at theaddress specified in paragraph 1.3 above.

2. Share Capital2.1 The share capital of the Company consists of an unlimited number of shares with or without par value

as the Directors may determine which, upon issue, the Directors may designate as: (a) OrdinaryShares; or (b) C Shares, in each case of such classes and denominated in such currencies as theDirectors may determine.

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2.2 On incorporation, one Ordinary Share was issued to the subscriber to the Company’s memorandumof incorporation. This Ordinary Share will be transferred to an applicant for Ordinary Shares under thePlacing or Offer for Subscription.

2.3 As at the date of this document, the issued share capital of the Company consisted of one issuedOrdinary Share.

2.4 By written extraordinary resolutions of the subscriber to the Company’s memorandum ofincorporation passed on 4 May 2012:

2.4.1 the Directors have authority to issue up to 500,000,000 Ordinary Shares in connection with theIssue;

2.4.2 the Directors have authority to issue further Ordinary Shares representing up to 10 per cent. ofthe Company’s issued Ordinary Shares immediately following Admission without being obligedto first offer any new Ordinary Shares to Shareholders on a pro rata basis, such authorityextending until the date of the first annual general meeting of the Company;

2.4.3 the Directors have authority to sell such number of treasury shares as is equal to the numberof Ordinary Shares held in treasury at any time following Admission without being obliged tofirst offer any treasury shares sold to Shareholders on a pro rata basis, such authorityextending until the date of the first annual general meeting of the Company; and

2.4.4 the Directors have authority to issue up to an aggregate 500,000,000 C Shares without beingobliged to first offer any new C Shares to Shareholders on a pro rata basis, such authorityextending until the date which is 5 years from the date of incorporation of the Company.

2.5 Pursuant to a written ordinary resolution of the subcriber to the Company’s memorandum ofincorporation passed on 4 May 2012, the Directors are authorised to make market purchasesof Ordinary Shares following the issue of Ordinary Shares pursuant to the Issue. The maximumprice which may be paid for an Ordinary Share must not be more than the higher of (i) 5 percent. above the average of the mid-market values of the Ordinary Shares for the five BusinessDays before the purchase is made or (ii) the higher of the price of the last independent trade andthe highest current independent bid for the Ordinary Shares. Such authority will expire on theearlier of the conclusion of the first annual general meeting of the Company and the date 18months after the date on which the resolution was passed.

2.6 Under the Articles, the Directors are generally and unconditionally authorised to exercise all powersof the Company to allot and issue an unlimited number of Ordinary Shares which authority expires onthe date which is five years from the date of incorporation of the Company.

2.7 There are no provisions of Guernsey law which confer rights of pre-emption upon the issue or sale ofany class of shares in the Company. The Articles do, however, contain pre-emption provisions assummarised in paragraph 3.7 of this Part 9.

2.8 Subject to the provisions of the Articles as summarised in paragraph 3 of this Part 9, the Directorsare entitled to exercise all powers of the Company to allot and issue Ordinary Shares in the Companyunder the Articles and are expected to resolve to do so prior to Admission in respect of the OrdinaryShares to be issued pursuant to the Issue.

2.9 As at the date of this document:

2.9.1 no unissued share capital of the Company is under option or is agreed conditionally orunconditionally to be put under option;

2.9.2 no shares which do not represent capital have been issued by the Company and remainoutstanding;

2.9.3 no shares are held by or on behalf of the Company in treasury or otherwise;

2.9.4 no convertible securities, exchangeable securities or securities with warrants have been issuedby the Company and remain outstanding; and

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2.9.5 save in connection with the Placing and Offer for Subscription there are no acquisition rightsand/or obligations over any of the Company’s authorised but unissued capital and noundertakings to increase the Company’s capital.

2.10 Since the Company’s incorporation, save for the Ordinary Share issued to the subscriber to thememorandum of incorporation of the Company referred to in paragraph 2.2 of this Part 9, no shareor loan capital of the Company has been issued or, save in connection with the Issue, agreed to beissued.

3. Articles of Incorporation

3.1 Objects

The memorandum of incorporation of the Company provides that the objects of the Company areunrestricted.

3.2 Share rights

Subject to the Articles and the terms and rights attaching to shares already in issue, shares may beissued with or have attached such rights and restrictions as the Board may from time to timedetermine in accordance with the Law.

3.3 Issue of SharesSubject to the provisions of the Articles, the unallotted and unissued shares of the Company shall beat the disposal of the Board which may dispose of them to such persons and in such manner and onsuch terms as the Board may determine from time to time. Without prejudice to the authorityconferred on the Directors pursuant to the Articles, the Directors are generally and unconditionallyauthorised to exercise all powers of the Company to allot and issue, grant rights to subscribe for, orto convert any securities into, an unlimited number of shares of each class in the Company, whichauthority shall expire on the date which is five years from the date of incorporation of the Company(unless previously renewed, revoked or varied by the Company in general meeting) save that theCompany may before such expiry make an offer or agreement which would or might require sharesto be allotted and issued after such expiry and the Directors may allot and issue shares in pursuanceof such an offer or agreement as if the authority conferred hereby had not expired.

3.4 Dividends and other distributions3.4.1 The Directors may from time to time authorise dividends and distributions to be paid to

members on a class by class basis in accordance with the procedure set out in the Law andsubject to any member’s rights attaching to their shares. The amount of such dividends ordistributions paid in respect of one class may be different from that of another class.

3.4.2 All dividends and distributions declared in respect of a class will be apportioned and paidamong the holders of shares of such class pro rata to their respective holdings of shares ofsuch class.

3.4.3 All unclaimed dividends and distributions may be invested or otherwise made use of by theBoard for the benefit of the Company until claimed and the Company shall not be constitutedas trustee in respect thereof. All dividends unclaimed on the earlier of (i) a period of sevenyears after the date when it first became due for payment and (ii) the date on which theCompany is wound-up, shall be forfeited and shall revert to the Company without thenecessity for any declaration or other action on the part of the Company.

3.5 Voting

3.5.1 Subject to any special rights, restrictions or prohibitions as regards voting for the time beingattached to any shares, members shall have the right to receive notice of and to attend andvote at general meetings of the Company.

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3.5.2 Each member being present in person or by proxy or by a duly authorised representative (if acorporation) at a general meeting shall upon a show of hands have one vote and upon a polleach such member present in person or by proxy or by a duly authorised representative (if acorporation) shall have one vote in respect of each share held by him.

3.6 Capital3.6.1 As to a return of capital or a winding-up of the Company (other than by way of a repurchase

or redemption of shares in accordance with the provisions of the Articles and the Law or acapital distribution), the surplus assets attributable to a class of shares (as determined by theDirectors) and available for distribution shall be paid to the holders of shares of such class andwithin each such class such assets shall be divided pari passu among the holders of sharesof that class in proportion to the number of shares of such class held by them.

3.6.2 The manner in which distributions attributable to the shares shall be effected shall, subject tocompliance with the Law, be determined by the Directors in their absolute discretion and,once determined, shall be notified to shareholders by way of a RIS announcement.

3.7 Pre-emption rights

There are no provisions of Guernsey law which confer rights of pre-emption in respect of the allotmentand issue of shares. However, the Articles provide that the Company is not permitted to allot andissue (for cash) shares of any class or sell (for cash) any shares held in treasury, unless, subject tocertain exceptions, it shall first have offered to allot and issue to each existing holder of shares of therelevant class, as applicable, on the same or more favourable terms a proportion of those shares theaggregate value of which (at the proposed issue price) is as nearly as practicable equal to theproportion of the total NAV of the Company represented by the shares held by such shareholder.These pre-emption rights may be excluded and disapplied or modified by extraordinary resolution ofthe Company.

3.8 Variation of rights3.8.1 Whenever the capital of the Company is divided into different classes of shares, the rights

attached to any class of shares may (unless otherwise provided by the terms of issue of theshares of that class) be varied or abrogated:

(A) with the consent in writing of the holders of more than two thirds in number of the issuedshares of that class; or

(B) with the consent of an extraordinary resolution passed at a separate meeting of theholders of the shares of that class.

3.8.2 The necessary quorum shall be two persons present holding or representing by proxy at leastone-third of the voting rights of that class (provided that if any such meeting is adjourned forlack of a quorum, the quorum at the reconvened meeting shall be one person present holdingshares of that class or his proxy) provided always that where the class has only one member,that member shall constitute the necessary quorum and any holder of shares of the class inquestion may demand a poll.

3.8.3 The rights conferred upon the holders of the shares of any class issued with preferred,deferred or other rights shall not (unless otherwise expressly provided by the conditions ofissue of such shares) be deemed not to be varied by (a) the creation or issue of further sharesor classes of shares ranking pari passu therewith or having rights to participate only in aseparate pool of assets of the Company provided in any event that such shares do not rankin any respect in priority to any existing class of shares or (b) the purchase or redemption bythe Company of any of its shares (or the holding of such shares as treasury shares).

3.9 Disclosure of interests in shares

3.9.1 The Directors shall have power by notice in writing (a “Disclosure Notice”) to require amember to disclose to the Company the identity of any person other than the member (an“interested party”) who has any interest (whether direct or indirect) in the shares held by the

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member and the nature of such interest or who has been so interested at any time during thethree years immediately preceding the date on which the Disclosure Notice is issued. Anysuch Disclosure Notice shall require any information in response to such Disclosure Notice tobe given in writing to the Company within 28 days of the date of service.

3.9.2 If any member is in default in supplying to the Company the information required by theCompany within the prescribed period (which is 28 days after service of the notice or 14 daysif the shares concerned represent 0.25 per cent or more in number of the issued shares of therelevant class), or such other reasonable period as the Directors may determine, the Directorsin their absolute discretion may serve a direction notice on the member (a “DirectionNotice”). The Direction Notice may direct that in respect of the shares in respect of which thedefault has occurred (the “Default Shares”) the member shall not be entitled to vote in generalmeetings or class meetings. Where the Default Shares represent at least 0.25 per cent innumber of the class of shares concerned, the Direction Notice may additionally direct thatdividends on such shares will be retained by the Company (without interest) and that notransfer of the Default Shares (other than a transfer authorised under the Articles) shall beregistered until the default is rectified.

3.9.3 The Directors may be required to exercise their power to require disclosure of interestedparties on a requisition of members holding not less than 1/10th of the total voting rightsattaching to the shares in issue at the relevant time.

3.10 Transfer of shares3.10.1 Subject to the Articles (and the restrictions on transfer contained therein), a member may

transfer all or any of his shares in any manner which is permitted by the Law or in any othermanner which is from time to time approved by the Board.

3.10.2 A transfer of a certificated share shall be in the usual common form or in any other formapproved by the Board. An instrument of transfer of a certificated share shall be signed by oron behalf of the transferor and, unless the share is fully paid, by or on behalf of the transferee.

3.10.3 The Articles provide that the Board has power to implement such arrangements as it may, inits absolute discretion, think fit in order for any class of shares to be admitted to settlement bymeans of the CREST UK system. If the Board implements any such arrangements, noprovision of the Articles will apply or have effect to the extent that it is in any respectinconsistent with:

(A) the holding of shares of the relevant class in uncertificated form;

(B) the transfer of title to shares of the relevant class by means of the CREST UK system; or

(C) the CREST Guernsey Requirements.

3.10.4 Where any class of Shares is, for the time being, admitted to settlement by means of theCREST UK system, such securities may be issued in uncertificated form in accordance withand subject to the CREST Guernsey Requirements. Unless the Board otherwise determines,shares held by the same holder or joint holders in certificated form and uncertificated form willbe treated as separate holdings. shares may be changed from uncertificated to certificatedform and from certificated to uncertificated form, in accordance with and subject to theCREST Guernsey Requirements. Title to such of the shares as are recorded on the register asbeing held in uncertificated form may be transferred only by means of the CREST UK system.

3.10.5 The Board may, in its absolute discretion and without giving a reason, refuse to register atransfer of any share in certificated form or (to the extent permitted by the CREST GuernseyRequirements) uncertificated form, subject to the Articles, which is not fully paid or on whichthe Company has a lien provided that, in the case of a listed share, this would not preventdealings in the shares of that class from taking place on an open and proper basis on therelevant stock exchange.

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3.10.6 In addition, the Board may refuse to register a transfer of shares if in the case of certificatedshares: (a) it is in respect of more than one class of shares; (b) it is in favour of more than fourjoint transferees; or (c) it is delivered for registration to the registered office of the Company orsuch other place as the Board may decide, not accompanied by the certificate for the sharesto which it relates and such other evidence of title as the Board may reasonably require.

3.10.7 Non-Qualified Persons and Prohibited Shares:

(A) The Directors may, in their absolute discretion, decline to transfer, convert or register anytransfer of shares to any person: (i) whose ownership of shares may cause theCompany’s assets to be deemed “plan assets” for the purposes of ERISA or the U.S.Tax Code; (ii) whose ownership of shares may cause the Company to be required toregister as an “investment company” under the U.S. Investment Company Act (includingbecause the holder of the shares is not a “qualified purchaser” as defined in the U.S.Investment Company Act); (iii) whose ownership of shares may cause the Company toregister under the U.S. Exchange Act or any similar legislation; (iv) whose ownership ofshares may cause the Company not being considered a “Foreign Private Issuer” as suchterm is defined in rule 3b-4(c) under the U.S. Exchange Act; (v) whose ownership mayresult in a person holding shares in violation of the transfer restrictions put forth in anyprospectus published by the Company, from time to time; (vi) whose ownership of sharesmay cause the Company to be a “controlled foreign corporation” for the purposes of theU.S. Tax Code, or may cause the Company to suffer any pecuniary disadvantage(including any excise tax, penalties or liabilities under ERISA or the U.S. Tax Code); and(vii) whose ownership of shares may cause the Company to be required to comply withany registration or filing requirements in any jurisdiction with which the Company wouldnot otherwise be required to comply (each person described in (i) through (vii) above, a“Non-Qualified Person”), and in each of the cases described in (i) through (vii) above,only to the extent permitted under the Uncertificated Securities Regulations 2001.

(B) If it shall come to the notice of the Directors that a Non-Qualified Person holds or is abeneficial owner of shares then any shares which the Directors decide are shares whichare held or beneficially owned by a Non-Qualified Person (such shares together the“Prohibited Shares”) must be dealt with in accordance with the Articles. The Directorsmay at any time give notice in writing to the holder of a share requiring him to make adeclaration, or to provide information that is relevant to the determination, as to whetheror not the share is a Prohibited Share.

(C) The Directors shall give written notice to the holder of any share which appears to themto be a Prohibited Share requiring him within twenty-one (21) days (or such extendedtime as the Directors consider reasonable) to transfer (and/or procure the disposal ofinterests in) such share to another person so that it will cease to be a Prohibited Share,and in particular that such person be a non-U.S. Person as defined in Regulation S underthe United States Securities Act of 1933, as amended (the “Securities Act”). From thedate of such notice until registration of such a transfer or a transfer arranged by theDirectors as referred to below, the share will not confer any right on the holder to receivenotice of or to attend and vote at general meetings of the Company and of any class ofmembers (and those rights will vest in the chairman of any such meeting, who mayexercise or refrain from exercising them entirely at his discretion). If the notice is notcomplied with within twenty-one (21) days (or such extended time as the Directorsconsider reasonable) to the satisfaction of the Directors, the Directors shall arrange forthe Company to sell the share at the best price reasonably obtainable to any otherperson so that the share will cease to be a Prohibited Share, and in particular that suchperson be a non-U.S. Person as defined in Regulation S under the Securities Act. To giveeffect to any sale of shares pursuant to this Article, the member in question shall executesuch powers of attorney or other authorisations as are required so that the transfer willbe as effective as if it had been executed by the holder of, or person entitled bytransmission to, the shares. The purchaser will not be bound to see to the application ofthe purchase monies nor will his title to the shares be affected by an irregularity orinvalidity in the proceedings relating to the sale. The net proceeds of sale will belong tothe Company and, upon their receipt, the Company will become indebted to the formerholder of, or person entitled by transmission to, the shares for an amount equal to the

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net proceeds. No trust will be created in respect of the debt and no interest will bepayable in respect of it and the Company will not be required to account for any moneysearned from the net proceeds which may be employed in the business of the Companyor as it thinks fit. Payment of any amount due to the former holder of, or person entitledby transmission to, the shares shall be subject to any requisite exchange controlconsents first having been obtained and the satisfactory completion by the Company orits authorised agent of any relevant anti-money laundering due diligence and the amountdue to such person will be deposited by the Company in a bank for payment to suchperson upon such consent being obtained against surrender of the certificate orcertificates representing the relevant shares previously held by such person. Upondeposit of such amount as aforesaid, such person shall have no further interest in suchrelevant shares or any of them or any claim against the Company in respect thereofexcept the right to receive such amount so deposited (without interest) upon suchconsents as aforesaid being obtained.

3.10.8 The Board may decline to register a transfer of an uncertificated share which is traded throughthe CREST UK system in accordance with the CREST rules where, in the case of a transferto joint holders, the number of joint holders to whom uncertificated shares are to betransferred exceeds four.

3.11 General meetings3.11.1 The first general meeting (being an annual general meeting) of the Company shall be held

within 18 months of the date of the Company’s incorporation and thereafter general meetings(which are annual general meetings) shall be held at least once in each calendar year and inany event, no more than 15 months may elapse since the last annual general meeting. Allgeneral meetings (other than annual general meetings) shall be called extraordinary generalmeetings. Extraordinary general meetings and annual general meetings shall be held inGuernsey or such other place outside the United Kingdom as may be determined by theBoard from time to time.

3.11.2 The notice of general meeting must specify the date, time and place of any general meetingand the text of any proposed special, extraordinary and ordinary resolution. Any generalmeeting shall be called by at least ten clear days’ notice. A general meeting may be deemedto have been duly called by shorter notice if it is so agreed by all the members entitled toattend and vote thereat. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive such notice shall not invalidatethe proceedings at the meeting.

3.11.3 The members may require the Board to call a general meeting in accordance with the Law.

3.12 Restrictions on votingUnless the Board otherwise decides, no member shall be entitled to vote at any general meeting orat any separate meeting of the holders of any class of shares in the Company, either in person or byproxy, in respect of any share held by him unless all calls and other sums presently payable by him inrespect of that share have been paid. No member of the Company shall, if the Directors so determine,be entitled in respect of any share held by him to attend or vote (either personally or by representativeor by proxy) at any general meeting or separate class meeting of the Company or to exercise anyother right conferred by membership in relation to any such meeting if he or any other personappearing to be interested in such shares has failed to comply with a Disclosure Notice (seeparagraph 3.9.1 above) within 14 days, in a case where the shares in question represent at least 0.25per cent of their class, or within 28 days, in any other case, from the date of such Disclosure Notice.These restrictions will continue until the information required by the notice is supplied to the Companyor until the shares in question are transferred or sold in circumstances specified for this purpose inthe Articles.

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3.13 Appointment, retirement and disqualification of Directors

3.13.1 Unless otherwise determined by the Shareholders by ordinary resolution, the number ofDirectors shall not be less than two and there shall be no maximum number. At no time shalla majority of the Board be resident in the UK for UK tax purposes.

3.13.2 A Director need not be a member. A Director who is not a member shall nevertheless beentitled to attend and speak at general meetings.

3.13.3 Subject to the Articles, Directors may be appointed by the Board (either to fill a vacancy or asan additional Director). No person other than a Director retiring at a general meeting shall,unless recommended by the Directors, be eligible for election by the Company to the office ofDirector unless not less than seven and not more than 42 clear days before the dateappointed for the meeting there shall have been left at the Company’s registered office (or, ifan electronic address has been specified by the Company for such purposes, sent to theCompany’s electronic address) notice in writing signed by a member who is duly qualified toattend and vote at the meeting for which such notice is given of his intention to propose suchperson for election together with notice in writing signed by that person of his willingness tobe elected, specifying his tax residency status and containing a declaration that he is notineligible to be a Director in accordance with the Companies Laws.

3.13.4 No person shall be or become incapable of being appointed a Director, and no Director shallbe required to vacate that office, by reason only of the fact that he has attained the age of 70years or any other age.

3.13.5 Subject to the Articles, at each annual general meeting of the Company, any Director (i) whohas been appointed by the Board since the last annual general meeting, (ii) who held office atthe time of the two preceding annual general meetings and who did not retire at either of them,or (iii) who has held office with the Company, other than employment or executive office, for acontinuous period of three years or more at the date of the meeting, shall retire from office andmay offer himself for election or re-election by the members.

3.13.6 A Director who retires at an annual general meeting may, if willing to continue to act, be electedor re-elected at that meeting. If he is elected or re-elected he is treated as continuing in officethroughout. If he is not elected or re-elected, he shall remain in office until the end of themeeting or (if earlier) when a resolution is passed to appoint someone in his place or when aresolution to elect or re-elect the Director is put to the meeting and lost.

3.13.7 The office of a Director shall be vacated: (i) if he (not being a person holding for a fixed terman executive office subject to termination if he ceases from any cause to be a Director) resignshis office by three months’ written notice signed by him sent to or deposited at the Company’sregistered office; (ii) if he dies; (iii) if the Company requests that he resigns his office by givingthree months’ written notice; (iv) if he shall have absented himself (such absence not beingabsence with leave or by arrangement with the Board on the affairs of the Company) frommeetings of the Board for a consecutive period of 12 months and the Board resolves that hisoffice shall be vacated; (v) if he becomes bankrupt or makes any arrangements or compositionwith his creditors generally; (vi) if he ceases to be a Director by virtue of, or becomes prohibitedfrom being a Director by reason of, an order made under the provisions of any law orenactment; (vii) if he is requested to resign by written notice signed by a majority of his co-Directors (being not less than two in number); (viii) if the Company by ordinary resolution shalldeclare that he shall cease to be a Director; (ix) if he becomes resident in the United Kingdomfor UK tax purposes and, as a result thereof, a majority of the Directors would, if he were toremain a Director, be resident in the United Kingdom for tax purposes; or (x) if he becomesineligible to be a Director in accordance with the Companies Laws.

3.13.8 Any Director may, by notice in writing, appoint any other person (subject to the provisions inparagraph 3.13.9 below), who is willing to act as his alternate and may remove him from thatoffice.

3.13.9 Each alternate Director shall be either (i) resident for tax purposes in the same jurisdiction ashis appointor, or (ii) resident outside the UK for UK tax purposes, in each case for the duration

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of the appointment of that alternate Director and in either case shall also be eligible to be aDirector under the Law and shall sign a written consent to act. Every appointment or removalof an alternate Director shall be by notice in writing signed by the appointor and served uponthe Company.

3.14 Proceedings of the Board

3.14.1 The Board may meet for the despatch of business, adjourn and otherwise regulate itsmeetings as it thinks fit. The quorum necessary for the transaction of the business of theBoard may be fixed by the Board and unless so fixed shall be two provided that only a meetingat which a majority of the Directors are not resident in the United Kingdom for UK tax purposesshall be declared quorate. Subject to the Articles, a meeting of the Board at which a quorumis present shall be competent to exercise all the powers and discretion exercisable by theBoard.

3.14.2 All meetings of the Board are to take place outside the United Kingdom and any decisionreached or resolution passed by the Directors at any meeting of the Board held within theUnited Kingdom or at which no majority of Directors resident outside the UK (and not withinthe UK) for UK tax purposes is present shall be invalid and of no effect.

3.14.3 The Board may elect one of their number as chairman. If no chairman is elected or if at anymeeting the chairman is not present within five minutes after the time appointed for holdingthe meeting, the Directors present may choose one of their number to be chairman of themeeting. For the avoidance of doubt, the chairman shall not have a casting vote in the eventof a tie on any resolution.

3.14.4 Questions arising at any meeting shall be determined by a majority of votes.

3.14.5 The Board may delegate any of its powers to committees consisting of one or more Directorsas they think fit with a majority of such Directors being resident outside of the United Kingdomfor United Kingdom tax purposes. Committees shall only meet outside the United Kingdom.Any committee so formed shall be governed by any regulations that may be imposed on it bythe Board and (subject to such regulations) by the provisions of the Articles that apply tomeetings of the Board.

3.15 Remuneration of DirectorsThe Directors shall be entitled to receive fees for their services, such sums not to exceed in aggregate£200,000 in any financial year (or such other sum as the Company may determine by way of ordinaryresolution). The Directors may be paid all reasonable travelling, hotel and other out of pocketexpenses properly incurred by them in attending board or committee meetings or general meetings,and all reasonable expenses properly incurred by them in seeking independent professional adviceon any matter that concerns them in the furtherance of their duties as a Director.

3.16 Interests of Directors

3.16.1 Subject to and in accordance with the Law, a Director must, immediately after becomingaware of the fact that he is interested in a transaction or proposed transaction with theCompany, disclose that fact to the Directors (including, if the monetary value of the Director’sinterest is quantifiable, the nature and monetary value of that interest, or if the monetary valueof the Director’s interest is not quantifiable, the nature and extent of that interest).

3.16.2 Subject to the provisions of the Law, and provided that he has disclosed to the Directors thenature and extent of any interests of his, a Director notwithstanding his office:

(A) may hold any other office or place of profit under the Company (other than the office ofauditor) in conjunction with his office of Director on such terms as to the tenure of officeand otherwise as the Directors may determine;

(B) may be a party to, or otherwise interested in, any transaction or arrangement with theCompany or in which the Company is otherwise interested;

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(C) may be a director or other officer of, or employed by, or a party to any transaction orarrangement with, or otherwise interested in, any body corporate promoted by theCompany or in which the Company is otherwise interested;

(D) shall not, by reason of his office, be accountable to the Company for any remunerationor benefit which he derives from any such office or employment or from any suchtransaction or arrangement or from any interest in any such body corporate and no suchtransaction or arrangement shall be liable to be avoided on the ground of any suchinterest or benefit;

(E) may act by himself or his firm in a professional capacity for the Company, other than asauditor, and he or his firm shall be entitled to remuneration for professional services asthough he were not a Director of the Company; and

(F) may be counted in the quorum present at any meeting in relation to any resolution inrespect of which he has declared an interest (but he may not vote thereon).

3.17 Winding-up3.17.1 If the Company shall be wound up, the liquidator of the Company may, with the authority of

an extraordinary resolution, divide the whole or any part of the assets of the Company amongthe members in specie and the liquidator of the Company may for that purpose value anyassets and determine how the division shall be carried out as between the members ordifferent classes of members and, with the like sanction, may vest the whole or any part of theassets in trustees upon such trusts for the benefit of the members as he or they maydetermine, but no member shall be compelled to accept any assets upon which there is anyoutstanding liability.

3.17.2 Where the Company is proposed to be or is in the course of being wound up and the wholeor part of its business or property is proposed to be transferred or sold to another company,the liquidator may, with the sanction of an ordinary resolution, receive in compensation shares,policies or other like interests for distribution or may enter into any other arrangementswhereby the members may, in lieu of receiving cash, shares, policies or other like interests,participate in the profits of or receive any other benefit from the transferee.

3.18 Borrowing PowersThe Directors may exercise all the powers of the Company to borrow money and to give guarantees,mortgage, hypothecate, pledge or charge all or part of its undertaking, property or assets or uncalledcapital and to issue securities whether outright, or as collateral security for any debt, liability orobligation of the Company or of any third party.

3.19 C Shares

3.19.1 Definitions and Interpretation

For the purposes of this paragraph 3.19, the following words and expressions have themeanings ascribed to them in this paragraph 3.19.1:

“Calculation Time” means the earlier of:

(i) the close of business on the day to be determined by the Directors occurring on or afterthe day on which the Directors agree that at least 90 per cent. of the assets attributableto the relevant C Share class (or such other percentage as the Directors may decide aspart of the issue of the relevant C Share class or otherwise and for these purposes wheremore than one class of C Shares) have been invested or committed to be invested inaccordance with the investment policy of the Company;

(ii) the close of business on the last business day prior to the day on which the ForceMajeure Circumstances have arisen or the Directors resolve that they are incontemplation; and

(ii) the close of business on such date as the Directors may decide is necessary to enablethe Company to comply with its obligations in respect of Conversion of the relevantC Share class;

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“Conversion” means, in relation to any class of C Shares, the conversion of that class ofC Shares in accordance with the Articles;

“Conversion Ratio” means the ratio at the Calculation Time to be used to determine thenumber of New Ordinary Shares arising on Conversion, more particularly being

AB where: A = C-D and B = (F-G)

E H

where:

‘C’ is the aggregate value of all the assets and investments of the Company attributable to therelevant class of C Shares (as determined by the Directors) at the relevant Calculation Timecalculated in accordance with the accounting principles adopted by the Directors from time totime;

‘D’ is the amount which (to the extent not otherwise deducted in the calculation of C) in theDirectors’ opinion fairly reflects as at the relevant Calculation Time the amount of the liabilitiesand expenses of the Company attributable to the C Shares of the relevant class (asdetermined by the Directors);

‘E’ is the number of C Shares of the relevant class in issue as at the relevant Calculation Time;

‘F’ is the aggregate value of all assets and investments attributable to the Ordinary Shares (asdetermined by the Directors) at the relevant Calculation Time calculated in accordance withthe accounting principles adopted by the Directors from time to time;

‘G’ is the amount which (to the extent not otherwise deducted in the calculation of F) in theDirectors’ opinion, fairly reflects as at the relevant Calculation Time the amount of the liabilitiesand expenses of the Company attributable to the Ordinary Shares (as determined by theDirectors); and

‘H’ is the number of Ordinary Shares in issue as at the relevant Calculation Time;

provided always that:

(i) the Directors shall be entitled to make such adjustments to the value or amount ofA and/or B as they believe to be appropriate having regard inter alia to the assets of theCompany immediately prior to the Issue Date or the Calculation Time or to the reasonsfor the issue of the C Shares of the relevant class;

(ii) in relation to any class of C Shares, the Directors may, as part of the terms of issue ofsuch class, amend the definition of Conversion Ratio in relation to that class.

“Conversion Time” means a time following the Calculation Time, being the opening ofbusiness in London on such business day as may be selected by the Directors and falling notbe more than twenty business days after the Calculation Time;

“C Shares” means the redeemable ordinary shares of no par value each in the capital of theCompany carrying the rights set out in the Articles convertible into New Ordinary Shares onterms determined by the Directors;

“C Share Surplus” means the net assets of the Company attributable to the C Shares of therelevant class (for the avoidance of doubt, including any income and/or revenue arising fromor relating to such assets) less such proportion of the Company’s liabilities as the Directorsshall reasonably allocate to the assets of the Company attributable to that C Share class;

“Force Majeure Circumstances” means in relation to any class of C Shares (i) any politicaland/or economic circumstances and/or actual or anticipated changes in fiscal or otherlegislation which, in the reasonable opinion of the Directors, renders Conversion necessary ordesirable; (ii) the issue of any proceedings challenging or seeking to challenge the power ofthe Company and/or its Directors to issue the C Shares of that class with the rights proposedto be attached to them and/or to the persons to whom they are, and/or the terms upon whichthey are, proposed to be issued; or (iii) the convening of any general meeting of the Companyat which a resolution is to be proposed to wind up the Company;

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“Issue Date” means the date on which the admission of that class of C Shares to trading onthe LSE’s Main Market becomes effective or, if later, the day on which the Company receivesthe proceeds of the issue of the relevant class of C Shares;

“New Ordinary Shares” means new Ordinary Shares arising upon the Conversion of a CShare in accordance with the Articles;

“Ordinary Share Surplus” means the net assets of the Company attributable to the OrdinaryShares (as determined by the Directors) at the date of winding up or other return of capital;

3.19.2 The Conversion Process

Each class of C Shares will be converted into New Ordinary Shares on the Conversion Dateas follows:

(A) The Directors will procure that within ten Business Days of the relevant Calculation Time:

(a) the Administrator or failing which an independent accountant selected for thepurpose by the Board will calculate the Conversion Ratio as at the Calculation Timeand the numbers of Ordinary Shares to which each C Shareholder will be entitledon Conversion; and

(b) the independent accountant will be requested to certify, whether, in their opinionsuch calculations:

(i) have been performed in accordance with the Articles; and

(ii) are arithmetically accurate,

whereupon such calculations will become final and binding upon the Company.

(B) The Directors will procure that as soon as practicable following such certification and inany event within ten Business Days of the Calculation Time an announcement through aRegulatory Information Service is made stating the Conversion Date, the ConversionRatio and the numbers of New Ordinary Shares arising upon Conversion.

(C) On the Conversion Date each C Share of the relevant class will automatically convert (byredesignation or as appropriate) into such number of Ordinary Shares as will benecessary to ensure that, upon such Conversion being completed the aggregate numberof C Shares which are converted into New Ordinary Shares equals the number of CShares in issue at the Calculation Time multiplied by the Conversion Ratio (roundeddown to the nearest whole Ordinary Share) and if, as a result of the Conversion, theMember concerned is entitled to:

(a) more shares of the relevant class of New Ordinary Shares than the number oforiginal C Shares of the relevant class, additional New Ordinary Shares of therelevant class shall be allotted and issued accordingly; or

(b) fewer shares of the relevant class of New Ordinary Shares than the number oforiginal C Shares of the relevant class, the appropriate number of original C Sharesshall be cancelled accordingly.

(D) Notwithstanding the provisions of paragraph 3.19.2, conversion of the original C Sharesof the relevant class may be effected in such other manner permitted by applicablelegislation as the Directors shall from time to time determine.

(E) The New Ordinary Shares arising upon Conversion of any class will be divided amongstthe former C Shareholders of that class pro rata according to their respective formerholdings of C Shares (provided always that the Directors may deal in such manner asthey think fit with fractional entitlements to New Ordinary Shares arising upon Conversionincluding, without prejudice to the generality of the foregoing, the right to sell any suchfractional entitlements and retain the proceeds for the benefit of the Company) and forsuch purposes any Director is authorised as agent on behalf of the former CShareholders, in the case of a Share in certificated form, to execute any stock transferform and to do any other act or thing as may be required to give effect to the sameincluding, in the case of a share in uncertificated form, the giving of directions to or onbehalf of the former C Shareholders who will be bound by them.

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(F) On Conversion the share certificates relating to the C Shares of the relevant class will becancelled and the Company will issue new certificates in respect of the New OrdinaryShares arising upon Conversion unless such former C Shareholder elects (or is deemedto have elected) to hold their New Ordinary Shares in uncertificated form.

(G) The Company shall use all reasonable endeavours to ensure that during such time as theOrdinary Shares are admitted to the Official List and to trading on the Main Market andor listed on any other stock exchange all the New Ordinary Shares arising upon theconversion of C Shares will as soon as practicable following Conversion be admitted tothe Official List and to trading on the Main Market and/or be listed or quoted on suchother stock exchange.

(H) The Directors are authorised to make such non-material adjustments to the terms andtiming of Conversion as they will in their discretion consider fair and reasonable havingregard to the interests of all Shareholders.

3.19.3 Dividends

A The Directors may determine as part of the terms of issue of a particular class of CShares that C Shareholders of the relevant class will be entitled, in that capacity, toreceive such dividends as the Directors may resolve to pay out of the net assetsattributable to the C Shares of the relevant class and from income received and accruedand attributable to the C Shares of the relevant class.

B The New Ordinary Shares rank pari passu with the existing Ordinary Shares for alldividends and other distributions made or declared by reference to a record date fallingafter the Conversion Date save that (for the avoidance of doubt and irrespective ofwhether the same is declared before or after the Conversion Date) the Directors maydetermine as part of the terms of issue of such class they will not rank for dividendsincluding any special interim dividend which may be declared by reference to a recorddate falling on or prior to Conversion;

C No dividend or other distribution will be made or paid by the Company on any of itsshares between the Calculation Time and the Conversion Date of the relevant class of CShares (both dates inclusive) and no dividend will be declared with a record date fallingbetween the Calculation Time and the Conversion Date of the relevant class of C Shares(both dates inclusive).

3.19.4 Rights as to Capital

A The capital and assets of the Company will on a winding up or on a return of capital(otherwise than on a purchase by the Company of any of its shares) prior, in each case,to Conversion be applied as follows:

(a) the Ordinary Share Surplus will be divided amongst the holders of the OrdinaryShares pro rata according to their holdings of Ordinary Shares as if the OrdinaryShare Surplus comprised the assets of the Company available for distribution; and

(b) the C Share Surplus attributable to each class of C Shares of such class will bedivided amongst the holders of the C Shares pro rata according to their holdings ofC Shares.

B The capital and assets of the Company available to Shareholders will on a winding up oron a return of capital (otherwise than on a purchase by the Company of any of its shares)after Conversion be divided amongst the Ordinary Shareholders pro rata according totheir holdings of Ordinary Shares.

3.19.5 Class consents and variation of rights

Without prejudice to the generality of the provisions of these Articles, until Conversion theconsent of both (i) the holders of the C Shares as a class regardless of whether there is morethan one class subsisting and (ii) the holders of the Ordinary Shares as a class, will be required

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for, and accordingly the special rights attached to the C Shares and the Ordinary Shares willbe deemed to be varied inter alia, by:

A any alteration to the Memorandum and Articles of Incorporation of the Company; or

B the passing of any resolution to wind up the Company.

3.19.6 Undertakings

Until Conversion and without prejudice to its obligations under the Law, the Company will:

A procure that the Company’s records and bank accounts will be operated and maintainedso that the assets and liabilities attributable to the C Shareholders of the relevant classcan, at all times, be separately identified and, in particular but without prejudice to thegenerality of the foregoing, the Company will procure that separate cash accounts,broker settlement accounts and investment ledger accounts be created and maintainedfor the assets attributable to the C Shareholders of the relevant class; and

B allocate a fair proportion of every expense or liability of the Company relating to capitalto the extent that such expense or liability is incurred or accrued between the Issue Dateand the Calculation Time (both dates inclusive) to the C Shares of the relevant class; and

C give appropriate instructions to the Administrator and/or the Investment Manager tomanage the Company’s assets so that such undertakings can be complied with by theCompany.

3.19.7 General Meetings

The C Shares will carry the right to receive notice of and to attend or vote at any generalmeeting of the Company. The voting rights of C Shareholders will be the same as that applyingto Ordinary Shareholders as set out in these Articles as if the C Shares and existing OrdinaryShareholders were a single class. The voting rights of existing Ordinary Shares will not beaffected by these provisions.

3.20 Redemption offer

The Directors will consider, subject to any legal or regulatory requirements, implementing aredemption offer pursuant to which the Company will offer to redeem up to 25 per cent of theOrdinary Shares (excluding Ordinary Shares held in treasury) of such class then in issue at theNet Asset Value per Ordinary Share at the redemption date (as determined by the Directors),less costs attributable to the relevant redemption offer. When made, the terms of theredemption offer will provide that Shareholders requesting in excess of 25 per cent of theirOrdinary Shares to be redeemed will have their redemption requests in respect of such excessaccepted, pro rata to the size of their shareholding, if, and then only to the extent that, totalredemption requests are made for less than 25 per cent of the prevailing issued OrdinaryShares of the Company.

4. Substantial Shareholders

4.1 The Law imposes no requirement on Shareholders in the Company to disclose holdings of 3 per cent.(or any greater limit) or more of the share capital of the Company. However, the Articles provide forthe Company to issue a notice requiring disclosure of an interest in Shares and the Disclosure Rulesand Transparency Rules, contained in the FSA’s Handbook, provide that certain persons (includingShareholders) must notify the Company if the proportion of the Company’s voting rights which theythen hold directly or indirectly as a shareholder or through a direct or indirect holding of certainfinancial instruments reaches, exceeds or falls below thresholds of 5 per cent., 10 per cent., 15 percent., 20 per cent., 25 per cent., 30 per cent., 50 per cent. and 75 per cent.

4.2 As at the date of this document, the Company is not aware of any person who will directly orindirectly, be interested in 5 per cent. or more of the issued share capital or voting rights of theCompany upon Admission.

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4.3 The Company is not aware of any person who can, will or could, directly or indirectly, jointly orseverally, exercise control over the Company or any arrangement, the operation of which may at asubsequent date result in a change of control of the Company.

4.4 The Company’s major Shareholders will not have different voting rights from other Shareholders. Thevoting rights attached to the Ordinary Shares are described in paragraph 3.3 of this Part 9.

5. Directors’ and other interests

5.1 As at the date of this document, none of the Directors nor their immediate families and related trustsand (insofar as is known to them or could with reasonable diligence be ascertained by them) personsconnected (within the meaning of section 96B of FSMA (as amended by the Financial Services andMarkets Act 2000 (Amendment) Regulations 2009)) with the Directors had any interests in the sharecapital of the Company.

5.2 No Director of the Company has or has had any interest in any transaction which is or was unusualin its nature or conditions or significant to the business of the Company which was effected by theCompany during the current or immediately preceding financial year or was effected during an earlierfinancial year and remains in any respect outstanding or unperformed.

5.3 No share or loan capital of the Company is under option or is agreed conditionally or unconditionallyto be put under option.

5.4 There are no outstanding loans granted by the Company to any of the Directors nor is any guaranteeprovided by the Company for the benefit of any of the Directors.

5.5 Details of those companies and partnerships of which the Directors are, or have been at any time overthe past five years preceding the date of this document, directors or partners (excluding subsidiariesof such companies) are as follows:

Quentin Spicer

Current directorships and partnerships: Alderney Housing Association Limited, BizspaceManagement (Jersey) Limited, Develica Deutschland Limited, Guernsey Housing Association LBG,IGA LP GP Limited, IRP Property Investments Limited (formerly ISIS Property Trust 2 Limited),Laurium General Partner Limited, O Twelve Estates Limited, Phoenix Spree Deutschland Limited,PINE Trustee (Jersey) Limited, Quintain (Guernsey) Limited, RAB Special Situations Company Limited,Squarestone Brasil Limited.

Previous directorships and partnerships: Wedlake Bell (partnership), Atlas Estates Limited, AUBGeneral Partner (Guernsey) Limited, Develica Asia Pacific Limited, Dova Limited, European Value andIncome Fund Limited, Farley Investment Enterprises Limited, Farley Property Company Limited,Mercator Group Holdings Limited, Property Acquisition and Management Limited, Protego IndustrialLimited, Redford GP Guernsey Limited, Safeland Management (Jersey) Limited, South AfricanProperty Holdings PLC, Spicer and Partners Guernsey LLP, Summit Germany Limited.

Jonathan Bridel

Current directorships and partnerships: AnaCap Credit Opportunities GP II Limited, AlcentraEuropean Floating Rate Income Fund Limited, Altus Global Gold Limited, GLF (GP) Limited, RhodiumStone PCC Limited.

Previous directorships and partnerships: Royal Bank of Canada Investment Management (Guernsey)Limited, (RBC Investment Solutions (CI) Limited since 2008), RBC Offshore Fund Managers Limited,RBC Fund Services (Jersey) Limited, RBC Investment Services Limited, RBC Regent Fund ManagersLimited.

John Whittle

Current directorships and partnerships: Advanced Frontier Markets Fund Limited, Aurora RussiaLimited, EMP Europe (CI) Limited, Dynamic Fund IC Limited, GC Dynamic Investments ICC Limited,

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Guernsey International Management Company Limited, International Public Partnerships Limited, MidEuropa III Management Limited, India Capital Growth Fund Limited, Perusa Partners ManagementLimited, Pont du Val Limited, Sauderton Data Centre GP Limited, Sciens Global Strategic FundLimited, Sustainable Agroforestry IC Limited, Sustainable Red IC Limited, Sustainable Teak andAgarwood IC Limited, Sustainable Earth IC Limited, The IPM renewable Energy Fund ICC Limited,The Offshore Mutual Fund PCC Limited, The Sustainable ICC Limited, The Solar Park Fund (GBP) ICLimited

Previous directorships and partnerships: Aurora II GP Limited, Blue Skye GP Limited, Close FundServices Limited, Legion International Limited.

5.7 As at the date of this document, none of the Directors has any convictions in relation to fraudulentoffences and no Director has been the subject of any official public incriminations and/or hadsanctions imposed upon him by any statutory or regulatory authorities (including designatedprofessional bodies). No Director has ever been disqualified by a court from acting as a member ofthe administrative, management or supervisory bodies of a company or partnership or from acting inthe management or conduct of the affairs of any company or partnership in the previous five yearperiod and there have been no bankruptcies, receiverships or liquidations of companies orpartnerships in respect of which any Director was a member of the administrative, management orsupervisory body or was a senior manager and with which he was associated over at least theprevious five years.

5.8 As at the date of this document, there are no potential conflicts of interests between any of theDirectors’ duties to the Company and their private interests and/or other duties.

5.9 Conditional upon Admission, the Directors will be entitled to aggregate annual remuneration (includingany contingent or deferred compensation but excluding expenses) payable and benefits in kindgranted as follows:

Director Fees

Jonathan Bridel £25,000Quentin Spicer £32,000John Whittle £30,000Total £87,000

The aggregate amount of remuneration (including any contingent or deferred compensation butexcluding expenses) payable and benefits in kind granted to the Directors for the current financialperiod ending 31 March 2013 is estimated to be approximately £70,000.

5.10 The Directors are not eligible for bonuses, pension benefits, share options, long-term incentiveschemes or other benefits. There is no amount set aside or accrued by the Company in respect ofcontingent or deferred compensation payments or any benefits in kind payable to the Directors.

5.11 Each of the Directors is engaged under a letter of appointment with the Company and does not havea service contract with the Company. Under the terms of their appointment, each Director is requiredto retire by rotation and be subject to re-election at least every three years. The Directors are requiredto seek re-election if they have already served for more than nine years. The Company may terminatethe appointment of a Director on three month’s notice and no compensation is payable upontermination of office as a director of the Company becoming effective.

6. Mandatory offers and compulsory acquisition of Ordinary Shares

The Company is subject to the Takeover Code, which, inter alia, provides that if any person, or group ofpersons acting in concert, acquires Ordinary Shares carrying 30 per cent. or more of the voting rightsexercisable in general meetings, that person shall be required to make an offer for all the issued OrdinaryShares not already held by him (or persons acting in concert with him) in cash at the highest price paid bythat person, or any person acting in concert with him, during the 12 month period prior to the purchase ofshares which triggered the obligation. There are certain circumstances where no such offer may berequired, such as where a holder of over 50 per cent. of the issued voting shares acquires additionalshares. The Law provides that if an offer is made for the issued share capital of the Company, the offeror

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is entitled to acquire compulsorily any remaining shares if it has received acceptances or purchased sharessubsequent to the making of the offer amounting (in aggregate) to 90 per cent. or more of the shares towhich the offer relates. Certain time limits apply.

The consideration offered to the holders whose Ordinary Shares are compulsorily acquired under the Lawmust, in general, be the same as the consideration that was available under the takeover offer.

7. Management and Administration

7.1 Investment Management

7.1.1 By an investment management agreement dated 8 May 2012 between (i) the Company and(ii) MSS Property Fund Management Limited, the Company has appointed the InvestmentManager to act as investment manager with responsibility for investment management inaccordance with the investment policies, restrictions and guidelines set out in that agreementsubject always to the overall suspension and oversight of the Company. Under the terms ofthe Investment Management Agreement, the Investment Manager is authorised to delegate(but retains responsibility for) amongst other things the performance of its investmentmanagement or advisory functions and its critical operational functions to a third party or anyassociate of the Investment Manager provided that the Investment Manager shall beresponsible for remunerating each third party or associate entirely at its own expense.

7.1.2 The Investment Manager is entitled to an investment management fee of one twelfth of0.65 per cent. per calendar month, based on the Net Asset Value of the Company calculatedas at the close of business at the calendar month end and accrued daily and paid monthly inarrears provided that any fee for any commencing or terminating period shall be the pro-ratedamount.

The Investment Management Agreement contains usual indemnity provisions in favour of theInvestment Manager (and any associate of the Investment Manager or third party to whom theInvestment Manager has properly delegated its duties under the Investment ManagementAgreement) against all claims and demands except where there has been fraud, negligenceor wilful default on the part of the Investment Manager (or any associate of the InvestmentManager or third party to whom the Investment Manager has properly delegated its dutiesunder the Investment Management Agreement).

The Investment Management Agreement may be terminated by either party by giving not lessthan 12 months’ notice in writing, expiring on or after the day that falls 30 months afterAdmission. Either party may, within 30 days of receiving such 12 months’ notice, serve acounter notice upon the other to terminate the Investment Management Agreement not lessthan 90 days from the date of the counter notice. In the event of a counter notice beingserved, no compensation will be payable in respect of the period from the date of the expiryof the counter notice to the expiry date of the original notice to terminate. Either party mayterminate the Investment Management Agreement forthwith by notice if the other party goesinto liquidation (except a voluntary liquidation of the Company on terms approved by theInvestment Manager) or a receiver or administrator is appointed over all or part of the otherparty’s assets. The Company may also terminate without notice if the Investment Manager isfound liable for a material breach of its obligations under the Investment ManagementAgreement without rectifying the breach (if capable of remedy) within 30 days or it ceasesto be appropriately licensed by the GFSC. The Investment Manager is entitled to resign upon60 days’ notice if the Company commits a material breach of its obligations and fails within30 days of notice to rectify such breach (if capable of remedy). The Company may alsoterminate the Investment Management Agreement if, within two years of Admission, Mark Ellisceases to work on a day-to-day basis on the management or oversight of the Company’sportfolio and the Investment Manager and the Company fail to agree his replacement within3 months thereof. Upon termination, the Investment Manager will be entitled to all feesaccrued to the date of termination and, in the event of termination by the Company withoutgiving the full prescribed period of notice, a compensation payment in respect of the unexpiredportion of the notice period equal to the fees foregone. A similar provision applies in the eventof the Company’s liquidation or insolvency.

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The Investment Manager may provide services to other clients (including investmentcompanies), including clients which may invest in similar securities as the Company may investin, and, in providing such services, may use information obtained by the Investment Managerwhich is used in managing the Company. In the event of a conflict of interest arising, theInvestment Manager will take reasonable steps to ensure that it is resolved fairly, inaccordance with the Investment Management Agreement. The activities of the InvestmentManager, in its capacity as the Company’s Investment manager, are subject to the overallpolicies, supervision and review of the Directors. For the purposes of this paragraph 7.1.2,references to the “Investment Manager” include associates of the Investment Manager.

7.1.3 The Investment Manager was incorporated and registered in Guernsey as a non-cellularcompany limited by shares under the Law with registered number 38980 on 23 November2001. The Investment Manager has its registered office and its principal place of business atTrafalgar Court, Admiral Park, St. Peter Port, Guernsey GY1 2JA. The Investment Manager’stelephone number at its principal place of business is +44 (0)1481 704755. The InvestmentManager is licensed in Guernsey by the GFSC.

7.2 Investment Adviser7.2.1 By an investment advisory agreement dated 8 May 2012 between (i) the Investment Manager,

(ii) MSS Real Estate LLP and (iii) the Company, the Investment Manager has appointed MSSReal Estate as investment adviser and delegated its day-to-day investment managementfunctions under the Investment Management Agreement to the Investment Adviser subjectalways to the overall supervision and oversight of the Investment Manager.

The appointment of the Investment Adviser is terminable by either the Investment Manager onthe instruction of the Company (but not by the Investment Manager alone) or the InvestmentAdviser on not less than twelve months’ notice expiring on or after the date falling 30 monthsafter Admission, or on shorter notice in the event of, inter alia, breach of contract, insolvencyor termination of the Investment Management Agreement.

The Investment Adviser receives a monthly fee in arrears from the Investment Manager inamounts agreed from time to time between the Investment Manager and the InvestmentAdviser. The Investment Advisory Agreement contains an indemnity from the Company infavour of the Investment Adviser against claims by third parties.

7.2.3 The Investment Adviser was incorporated and registered in England as a limited liabilitypartnership under the Limited Liability Partnerships Act 2000 (“LLPA”) with registered numberOC312512 on 1 April 2005. The Investment Adviser operates under the LLPA and regulationsmade under thereunder. The Investment Adviser has its registered office at Military House, 24Castle Street, Chester CH1 2DS and its principal place of business at 7 Queen Street, LondonW1J 5PB. The Investment Adviser’s telephone number at its principal place of business is +44(0)20 7318 5930. The Investment Adviser is authorised and regulated in the UK by the FSA.

7.3 Administration

7.3.1 The Administration and Secretarial Agreement dated 8 May 2012 between the Company andthe Administrator whereby the Administrator was appointed to act as administrator andcompany secretary to the Company. The Administrator shall be entitled to (i) a one offcompletion fee payable on Admission of £5,000 and (ii) an annual fee based on the Net AssetValue as at the relevant month end, determined at the rate of 0.08 per cent. of the NAV up to£100 million, 0.06 per cent. of the NAV between £100 million and £200 million, 0.04 per cent.of the NAV between £200 million and £300 million, 0.02 per cent. of the NAV between £300million and £400 million, and 0.01 per cent. of the NAV over £400 million, subject to aminimum fee of £85,000 per annum, payable monthly in arrears. The AdministrationAgreement contains an indemnity in favour of the Administrator and its agents, delegates,officers and employees against claims by third parties except to the extent that the claim isdue to the negligence, wilful default or fraud of, breach of agreement, or breach of the Law orbreach of the rules of any regulatory body to which the Administrator is subject, by theAdministrator. The Administration Agreement may be terminated by either party giving to the

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other not less than three months’ notice expiring on any half year or full year reporting date ofthe Company in writing or earlier in certain circumstances.

7.3.2 The Administrator was incorporated in Guernsey on 11 May 1978 with limited liability and islicensed by the GFSC under the provisions of the Protection of Investors (Bailiwick ofGuernsey) Law, 1987 to conduct certain restricted activities in relation to controlled investmentbusiness. The Administrator’s registered office is at Dorey Court, Admiral Park, St Peter Port,Guernsey GY1 2HT and its ultimate holding company is RHJ International S.A., incorporatedin Belgium and listed on the Brussels Stock Exchange.

7.4 Receiving Agent

The receiving agent agreement dated 8 May 2012 between the Company and the Receiving Agentwhereby the receiving agent has agreed to act as receiving agent to the Offer for Subscription. Thefees payable to the receiving agent are based on the number of applications received and the timespent subject to a minimum fee. The agreement contains certain standard indemnities from theCompany in favour of the receiving agent and from the receiving agent in favour of the Company. Thereceiving agent’s liabilities under this agreement are subject to a financial limit.

7.5 Registrar

The registrar’s agreement dated 8 May 2012 between the Company and the Registrar whereby theRegistrar has agreed to provide registrar services to the Company. The fees payable to the Registraragent are based on an annual fee together with separate fee based on the number of transactionssubject to a minimum fee. The agreement contains certain standard indemnities from the Companyin favour of the receiving agent and from the receiving agent in favour of the Company. The Registrar’sliabilities under this agreement are subject to a financial limit.

7.6 Custodian

7.6.1 The Custodian’s agreement dated 8 May 2012 between the Company and the Custodianwhereby the Custodian has agreed to provide custody services to the Company. The feespayable to the Custodian shall be paid in arrears monthly and are comprised of (i) a completionfee of £5,000 and (ii) an ad valorem fee of 0.025 per cent. of NAV per annum subject to aminimum fee of £20,000 per annum. The Custodian is also entitled to transaction fees basedon the number of transactions carried out and the reimbursement of all legal and other out ofpocket expenses. The agreement contains certain standard indemnities from the Company infavour of the Custodian and from the Custodian in favour of the Company. The CustodianAgreement is terminable on three months’ notice by either party and immediately upon noticein the event of the insolvency of the Company or appointment of liquidator or a receiver overthe assets (save where the Company has entered into a voluntarily liquidation for the purposesof reconstruction, amalgamation upon terms previously agreed with the Custodian). Theagreement is also terminable on immediate notice by the Company upon the insolvency,administration or receivership of the Custodian or where the Custodian ceases to be aresident in Guernsey for fiscal purposes or ceases to be qualified or licensed under theGuernsey Law and regulation.

The Custodian may appoint agents, sub-custodians or delegates (“Correspondents”) in anycountry. The Custodian will not be liable for any loss directly or indirectly arising as a result ofthe liquidation, bankruptcy or insolvency of its Correspondents in any country, provided thatthe Custodian has exercised reasonable skill and care in the selection, appointment andmonitoring of such Correspondents. The Custodian is not responsible for the safekeeping ofassets deposited with brokers. The fees of any Correspondent appointed by the Custodianshall be paid by the Company.

Under the terms of the Custodian Agreement, the Custodian is not liable for any acts oromissions in the performance of its services in the absence of fraud, negligence or wilfuldefault and subject thereto the Custodian is entitled to be indemnified to the extent permittedby law, against all actions, proceedings, claims and demands arising in connection with theperformance of its services.

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7.6.2 The Custodian was incorporated with limited liability in Guernsey on 11 June 1963 and islicensed under The Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended, toundertake certain restricted investment activities in relation to collective investment schemesin Guernsey. The Custodian’s issued share capital is £1,000,000 divided into 1,000,000ordinary shares of £1 each all of which have been issued credited as fully paid with a £4premium per share. Its principal business activity is acting as custodian/trustee for collectiveinvestment schemes. The ultimate holding company of the Custodian is RHJ InternationalS.A., incorporated in Belgium and listed on the Brussels Stock Exchange.

8. Issue arrangements8.1 By a placing agreement dated 8 May 2013 between (i) the Company, (ii) the Investment Manager and

(iii) Jefferies Hoare Govett, Jefferies Hoare Govett has agreed, subject to the conditions referred tobelow, (a) to act as sponsor in connection with the application for Admission and (b) as agent of theCompany, to use its reasonable endeavours to procure subscribers for Ordinary Shares at the IssuePrice under the Placing. The Placing and Offer for Subscription, which have not been underwritten byJefferies Hoare Govett, are conditional on not less than 50 million Ordinary Shares being issued(or such lesser amount as the Company, the Investment Manager and Jefferies Hoare Govettmay agree), at the Issue Price, under the Placing and Offer for Subscription and on Admission by 8.00a.m. on 12 June 2012 (or such later date as the Company, the Investment Manager and JefferiesHoare Govett may agree, being in any event not later than 29 June 2012).

In consideration for the provision of its services under the Placing Agreement the Company will payplacing commissions to Jefferies Hoare Govett (together with VAT charged thereon) of 1.00 per cent.of the gross proceeds receivable under the Placing together with an additional fee of 0.5 per cent ofthe gross proceeds receivable under the Issue subject to an overall cap on total costs and expensesto be paid by the Company of 2.00 per cent. of the gross proceeds of the Issue. Under the terms ofthe Placing Agreement, Jefferies Hoare Govett and the Investment Manager have agreed betweenthemselves the manner in which any Issue Costs in excess of 2.00 per cent. will be met betweenthem. Jefferies Hoare Govett in its absolute discretion, may pay a portion of any commission payableto third parties, including affiliates and connected parties. The cap on Issue Costs includes all othercosts and expenses incurred in connection with the Issue and the application for Admission, includingJefferies Hoare Govett’s out-of-pocket expenses and legal fees.

Under the Placing Agreement, which may be terminated by Jefferies Hoare Govett in certaincircumstances prior to Admission (including by reason of force majeure), the Company, the Directorsand the Investment Manager have given certain warranties and indemnities (which are standard forthis type of agreement) to Jefferies Hoare Govett concerning, inter alia, the accuracy of theinformation contained in this document.

8.2 The currency of the Issue is pounds Sterling.

8.3 If the Issue is subscribed as to £150 million:

8.3.1 the gross proceeds of the Placing and Offer for Subscription would be £150 million;

8.3.2 the total expenses payable by the Company in connection with the Placing and Offer forSubscription (including the commission and fee referred to in paragraph 8.1 of this Part 9) areestimated to amount to approximately £3 million; and

8.3.3 the net proceeds of the Placing and Offer would therefore be approximately £147 million, whichwould be available to the Company for investment in accordance with its investment policy.

9. Material contracts

9.1 Save for the agreements disclosed in paragraphs 7.1, 7.2, 7.3, 7.4, 7.5, 7.6 and 8.1 respectively ofthis Part 9, the Company has not:

9.1.1 entered into any material contract (not being a contract entered into in the ordinary course ofbusiness) since its incorporation; or

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9.1.2 entered into any other contract (not being a contract entered into in the ordinary course ofbusiness) which contains any provision under which the Company has any obligation orentitlement which is material to the Company as at the date of this document.

10. Conflicts of InterestAlthough MSS Real Estate is index adviser to FTSE for the FTSE UK Commercial Property Index Seriesand investment adviser to the Company, the FTSE Index itself is not investable and is managed on asynthetic basis using market sources for prices and data. MSS Real Estate will review the currentcomponents of the FTSE Index and use this information as its investment universe for investments for theCompany, but will not make any actual investments on behalf of the FTSE Index.

FTSE manages the FTSE Index and is responsible for its calculation. MSS Real Estate’s role as indexadviser is to advise FTSE on this and assist FTSE to ensure that the FTSE Index complies with the GroundRules, in particular in order to deliver the FTSE Index’s objectives as set out in the Ground Rules. FTSE isresponsible for maintaining the Ground Rules. The FTSE Index’s objectives are independent of theCompany’s objectives, which are to track the FTSE Index. FTSE has no involvement in the Company.

As a result, there is no conflict anticipated between MSS Real Estate’s interests and the Company’sinterests. If MSS Real Estate becomes aware as a result of its role as investment adviser to the companythat the Company is not able to meet its objectives i.e. is not able to replicate the FTSE Index, for exampleas a result of requiring to fund significant redemption requests, MSS Real Estate is not permitted to changethe constituents of the FTSE Index to help the Company meets its objectives.

Furthermore, FTSE has controls in place to protect against this happening. FTSE have put in place an indexadvisory committee (“Index Advisory Committee”), none of the members of which are connected to theInvestment Manager or the Investment Adviser. The time costs and expenses of the Index AdvisoryCommittee, which are expected to be of the order of £30,000 per annum in aggregate, will be reimbursedby MSS Real Estate. The Investment Advisory Committee seeks to ensure that the FTSE Index is managedand calculated according to the Ground Rules, so that it remains impartial, transparent and accurate, andto evolve these rules to ensure that they continue to meet market needs. In fulfilling this role, the IndexAdvisory Committee reviews the documentation provided by MSS Real Estate in relation to each proposedindex constituent and, if satisfied with the evaluation, provides its approval as to whether the target fundshould be included in the FTSE Index.

Nonetheless, the MSS Group adheres to a conflicts of interest policy and will ensure, under the terms ofthe investment management agreement, that all transactions which involve or may involve a potentialconflict of interest are effected on terms which are not materially less favourable to the Company than ifthe potential conflict had not existed. MSS Group will also ensure fair treatment as required under the FSA’sConduct of Business Source Book.

11. Miscellaneous

11.1 The auditor to the Company is Ernst & Young LLP.

11.2 Certain information contained in this document has been sourced from third parties. Such informationhas been accurately reproduced and, as far as the Company is able to ascertain from informationpublished by such third parties, no facts have been omitted which would render the reproducedinformation inaccurate or misleading.

11.3 Save as disclosed in paragraphs 7, 8.1 and 9 of this Part 9, no persons involved in the Issue haveany interests that are material to the Placing and Offer for Subscription.

11.4 No application is being made for the Ordinary Shares to be listed or dealt in on any stock exchangeor investment exchange other than the London Stock Exchange.

11.5 The publication or delivery of this document shall not under any circumstances imply that theinformation contained in this document is correct as at any time subsequent to the date of thisdocument or that there has not been any change in the affairs of the Company since that date.

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11.6 Save for the entry into the Investment Management Agreement, the Company has not entered intoany related party transaction at any time during the period from incorporation to the date of thisdocument.

12. Documents available for inspectionCopies of the following documents will be available for inspection during normal business hours on anyweekday (public holidays excepted) from the date of publication of this document until the close ofbusiness on the date of Admission the Company’s registered office and at the offices of Maclay Murray &Spens LLP, One London Wall, London, EC2Y 5AB:

12.1 the memorandum and articles of incorporation of the Company;

12.2 this document.

13. Availability of this ProspectusA copy of this document will be available for inspection at the National Storage Mechanism which islocated at www.morningstar.co.uk/uk/NSM. Copies of this document are also available for collection, freeof charge during normal business hours from the Company at its registered office at Trafalgar Court,Admiral Park, St. Peter Port, Guernsey GY1 2JA from the date of this document up to and including thedate of Admission.

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PART 10

DEFINITIONS

The following definitions and/or terms apply throughout this document, unless the context otherwiserequires:

“Administrator” Kleinwort Benson (Channel Islands) Fund Services Limited;

“Admission” the admission of Ordinary Shares to the premium segment of theOfficial List and to trading on the Main Market becoming effectivein accordance with, respectively, the Listing Rules and theAdmission and Disclosure Standards;

“Admission and Disclosure Standards” the requirements contained in the publication “admission anddisclosure standards” dated 3 March 2011 containing, amongstother things, the admission requirements to be observed bycompanies seeking admission to trading on the London StockExchange’s markets for listed securities;

“AIC” Association of Investment Companies;

“AIC Code” the framework for best practice for member companies publishedby the AIC;

“AIC Guidance” the guidance issued by the AIC;

“Application Form” the application form comprising four pages for use in connectionwith the Offer for Subscription set out at the end of this document;

“AREF” the Association of Real Estate Funds;

“Articles” or “Articles of Incorporation” the articles of incorporation of the Company;

“Australia” the Commonwealth of Australia, its territories and possessions;

“Board” or “Directors” the directors of the Company, whose names appear on page 24 ofthis document;

“Canada” Canada, its provinces and territories and all areas subject to itsjurisdiction and any political subdivision thereof;

“certificated” or “in certificated form” a share or other security which is not in uncertificated form (that is,not held in CREST);

“City Code” the City Code on Takeovers and Mergers;

“the Company” FTSE UK Commercial Property Index Fund Limited;

“CREST” the computerised settlement system (as defined in theRegulations) to facilitate the paperless settlement of trades insecurities and the holding of securities in uncertificated formoperated by Euroclear;

“C Shares” redeemable C Shares of nil par value each in the capital of theCompany having the rights and restrictions set out in the Articles,as summarised in paragraph 3.19 of Part 9 of this document;

“ETF” exchange traded fund;

“Euroclear” Euroclear UK & Ireland Limited;

“Financial Services and Markets Act” the Financial Services and Markets Act 2000, as amended;

“Financial Services Authority” or “FSA” the Financial Services Authority in the UK;

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“FTSE” FTSE International Limited;

“FTSE Index Investment Guidelines” the investment guidelines prepared by the Index Adviser as to theapplication of the Ground Rules in establishing the FTSE Index;

“GFSC” the Guernsey Financial Services Commission;

“GFSC Code” the Finance Sector Code of Corporate Governance published bythe GFSC;

“Ground Rules” the rules and methodology applied in the management of theFTSE UK Commercial Property Index Services by FTSE and theIndex Committee. as contained in the “Methodology for themanagement of the FTSE UK Commercial Property Index Series”as published by FTSE;

“Gross Proceeds” the Issue Price multiplied by the number of Ordinary Shares forwhich subscribers have been procured pursuant to the Placingtogether with the Issue Price multiplied by the number of OrdinaryShares for which applications have been made pursuant to theOffer for Subscription;

“Guernsey” the island of Guernsey;

“IFRS” International Financial Reporting Standards;

“Index” or “FTSE Index” the FTSE index or indices and any related sub-indices measuringperformance of commercial property, adjusted as appropriate;

“Index Adviser” the adviser appointed by the FTSE from time to time in relation tothe management of the FTSE Index, being MSS Real Estate;

“Index Advisory Committee” FTSE UK Commercial Property Index Services Advisory Groupresponsible for maintaining and evolving the methodology for themanagement of the FTSE UK Commercial Property Index Series;

“In Specie Agreement” the individual in specie subscription agreement to be entered intobetween the Company and individual placees wishing to make anin specie subscription for Ordinary Shares under the Placing;

“Investment Adviser” or “MSS Real MSS Real Estate LLP;Estate”

“Investment Advisory Agreement” the investment advisory agreement between the Invest Manager,the Investment Adviser and the Company dated 8 May 2012details of which are set out in paragraph 7.2 of Part 9 of thisdocument;

“Investment Management Agreement” the investment management agreement between the Companyand the Investment Manager dated 8 May 2012 details of whichare set out in paragraph 7.1 of Part 9 of this document;

“Investment Manager” or MSS Property Fund Management Limited;“MSS Property”

“IPD” International Property Databank;

“IPF” Investment Property Forum;

“INREV” European Association for Investors in Non-listed Real EstateVehicles;

“ISA” an individual savings account maintained in accordance with theUK Individual Savings Account Regulations 1998 (as amended);

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“Issue” the issue of Ordinary Shares pursuant to the Placing and the Offerfor Subscription;

“Issue Costs” the costs, commissions, fees and expenses incidental to theformation of the Company and the Issue which will be borne by theCompany and paid on or around Admission;

“Issue Price” 100p per Ordinary Share;

“Jefferies Hoare Govett” Jefferies Hoare Govett, a division of Jefferies International Limited;

“Law” the Companies (Guernsey) Law 2008;

“Listing Rules” the rules and regulations made by the FSA under Part VI of theFinancial Services and Markets Act;

“London Stock Exchange” or “LSE” London Stock Exchange PLC;

“Main Market” or “London Stock the London Stock Exchange’s market for larger and establishedExchange’s Main Market” companies;

“MSS Group” the Investment Adviser and the Investment Manager;

“Net Proceeds” the Gross Proceeds less all Issue Costs;

“NAV” or “Net Asset Value” the value of the assets of the Company less its liabilities,determined in accordance with the accounting principles adoptedby the Company from time to time, or, as the context requires, thenet asset value per share calculated in accordance with theCompany’s accounting policies;

“Offer for Subscription” the offer for subscription to the public for Ordinary Shares on theterms and subject to the conditions set out in this document;

“Official List” the official list of the UKLA;

“Ordinary Shareholders” the holders of Ordinary Shares;

“Ordinary Shares” redeemable ordinary shares of nil par value in the capital of theCompany;

“OTC” over the counter;

“Panel” the Panel on Takeovers and Mergers;

“participant ID” the identification code or membership number used in CREST toidentify a particular CREST member or other CREST participant;

“Placing” the arrangements put in place by Jefferies Hoare Govett, on theterms and subject to the conditions set out in the PlacingAgreement, for the conditional placing of Ordinary Sharesdescribed in this document;

“Placing Agreement” the conditional placing agreement between the Company, theInvestment Manager and Jefferies Hoare Govett, details of whichare set out in paragraph 8.1 of Part 9 of this document;

“Prospectus Rules” the prospectus rules made under Part VI of the Financial Servicesand Markets Act;

“Qualifying Persons” individuals who are aged 18 or over and who are resident in theUnited Kingdom;

“Receiving Agent” Computershare Investor Services PLC;

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“Red Book” the RICS Valuation Standards published by the Royal Institute ofChartered Surveyors;

“Register” the register of Shareholders of the Company;

“Registrar” Computershare Investor Services (Guernsey) Limited;

“Registrar Agreement” the registrar agreement in respect of the appointment of theRegistrar to the Company dated 8 May 2012;

“Regulations” the Uncertificated Securities Regulations 2001 (SI 2001/3755);

“Regulatory Information Service” or a regulatory information service that is on the list of regulatory“RIS” information services maintained by the FSA;

“REIT” real estate investment trust;

“Restricted Territory” the United States, Canada, Australia, Japan and the Republic ofSouth Africa;

“Secretary” Kleinwort Benson (Channel Islands) Fund Services Limited;

“Securities Act” the US Securities Act of 1933, as amended;

“SIPP” self invested personal pension;

“Sponsor” Jefferies Hoare Govett;

“SSAS” small self-administered pension scheme;

“Sterling” the lawful currency of the United Kingdom;

“Target Funds” those funds and/or collective investment schemes that meet theIndex Investment Guidelines and are identified and researched forinclusion into the FTSE Index;

“UK” or “United Kingdom” the United Kingdom of Great Britain and Northern Ireland;

“UK Corporate Governance Code” the UK Corporate Governance Code published by the FinancialReporting Council dated June 2010, as amended from time totime;

“UKLA” or “UK Listing Authority” the Financial Services Authority in its capacity as competentauthority under Part VI of the Financial Services and Markets Act;

“uncertificated” or “in uncertificated recorded on the register of members of the Company as beingform” held in uncertificated form (that is, securities held in CREST);

“United States” or “US” the United States of America, its possessions or territories, anystate of the United States of America and the District of Columbiaor any area subject to its jurisdiction or any political subdivisionthereof; and

“US Person” a US Person as defined by Regulation S of the Securities Act.

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NOTES ON HOW TO COMPLETE THE APPLICATION FORM

Before completing the Application Form, ALL APPLICANTS should read notes 1-5, 7, 8 and 9of these Notes. JOINT APPLICANTS should also read note 6 of these Notes.

1. ApplicationFill in (in figures) the number of Ordinary Shares that you wish to apply for at the Issue Price under the Offerfor Subscription. Your application must be for a minimum of 1,000 Ordinary Shares and thereafter inmultiples of 100.

Financial intermediaries who are investing on behalf of the clients should make separate applications or, ifmaking a single application for more than one client, provide details of all clients in respect of whomapplication is made in order to benefit most favourably from the scaling back process should this berequired.

If you are not a financial intermediary you are strongly advised to seek independent financial advice beforesubscribing for Ordinary Shares.

2. Aggregation Commission PayableFill in (in figures) in Box 2 the rate of aggregation commission which you have agreed with the intermediaryidentified in Box 11 of the Application Form is payable by you and which such intermediary is entitled toreceive from the Company in respect of the amount being subscribed in Box 1. The amount of aggregationcommission payable may not exceed 5 per cent. of the amount being subscribed for and if the amount ofcommission shown does exceed 5 per cent. thereof it will be reduced to 5 per cent. If your intermediaryhas waived their right to an aggregation commission or you are not subscribing through anintermediary or do not want any aggregation commission to be added to the amount you aresubscribing for do NOT complete Box 2.

3. Amount payableFill in (in figures) in Box 3 the fixed sum, in Sterling, being the aggregate value, at the Issue Price, of theOrdinary Shares that you wish to apply for under the Offer for Subscription plus the amount of aggregationcommission payable at the rate set out in Box 2 (if any). This should be for the number of Ordinary Sharesreferred to in Box 1 multiplied by £1.00 per Ordinary Share (“Base Amount”) together with (if applicable) anamount equal to the level of aggregation commission payable being the Base Amount multiplied by thepercentage rate (if any) inserted in Box 2.

4. Personal DetailsFill in (in BLOCK CAPITALS) the full name and address of the applicant. If your application is being madejointly with other persons, please read note 8 of these Notes before completing section 4 of the ApplicationForm.

5. SignatureThe applicant named in section 4 of the Application Form must date and sign section 5 of the ApplicationForm. The Application Form may be signed by another person on your behalf if that person is dulyauthorised to do so under a power of attorney. The original of the relevant power of attorney (or a completecopy certified by a solicitor or notary) must be enclosed for inspection. A corporation should sign underthe hand of a duly authorised official whose representative capacity should be stated.

6. How to PayPayment may be made by cheque or banker’s draft or by electronic interbank transfer (CHAPS).

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If payment is by cheque or banker’s draft, such payment must accompany your Application Form and befor the exact amount shown in Box 3 of your completed Application Form. Your cheque or banker’s draftmust be made payable to “FTSE UK Commercial Property Index Fund – IPO” and crossed “A/C Payee”and must be received by Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS996AH, no later than 11.00 a.m. on 31 May 2012. If you use a building society cheque or banker’s draft youshould ensure that the building society or bank issuing the payment enters the name, address and accountnumber of the person whose account is being debited on the reverse of the cheque or banker’s draft andadds its stamp. Your cheque or banker’s draft must be drawn in Sterling on an account at a bank branchin the United Kingdom, the Channel Islands or the Isle of Man and must bear a United Kingdom bank sortcode number. An application may be accompanied by a cheque drawn by someone other than theapplicant(s), but in such case any monies returned will be sent by cheque crossed “A/C Payee” in favourof the first-named applicant.

If payment is to be made by electronic interbank transfer (CHAPS), you will be required to contactComputershare Investor Services plc in order to be issued with confirmation of the receiving agent bankaccount details and a personalised payment reference number. When submitting the transfer request toyour bank the personalised payment reference number must be quoted. Failure to do so may invalidate anapplication.

Your payment must relate solely to your application. No receipt will be issued.

7. CRESTIf you wish to register your Ordinary Shares directly into your CREST account you should insert the relevantdetails in section 7 of the Application Form. If you do not complete section 7, you will receive your OrdinaryShares in certificated form.

8. Joint ApplicantsIf you make a joint application, you will not be able to transfer your Ordinary Shares into an ISA, SIPPS orSSAS. If you are interested in transferring your Ordinary Shares into an ISA, SIPPS or SSAS, you shouldapply in your name only.

If you do wish to apply jointly, you may do so with up to three other persons. Sections 4 and 5 of theApplication Form must be completed by one applicant. All other persons who wish to join in the applicationmust complete and sign section 8 of the Application Form.

Another person may sign on behalf of any joint applicant if that other person is duly authorised to do sounder a power of attorney. The original of the relevant power of attorney (or a complete copy certified bya solicitor or notary) must be enclosed for inspection. Certificates, cheques and other correspondence willbe sent to the address in section 4 of the Application Form.

9. Contact Telephone NumberInsert in section 9 of the Application Form a daytime contact telephone number, including STD, (and, ifdifferent, from the person named in section 4 of the Application Form, the name of the person to contact)in the case of any queries regarding your application.

10. Verification of IdentitySection 10 of the Application Form only applies if the value of the Ordinary Shares which you areapplying for, whether in one or more applications, exceeds €15,000 (or its equivalent, beingapproximately £13,000). If section 10 applies to your application, you must ensure that section10.1, 10.2 or 10.3 (as appropriate) is completed.

10.1 Professional Adviser or IntermediaryYou should complete section 10.1 of the Application Form if you are a stockbroker, bank manager,solicitor, accountant or other independent financial adviser authorised under the Financial Services

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and Markets Act 2000 or, if outside the United Kingdom, another appropriately authorisedindependent financial adviser acting on behalf of a client.

10.2 Reliable IntroducerIf you are not a professional adviser or intermediary and the value of your application(s) exceed(s)€15,000, you will be required to provide the verification of identity documents listed in section 10.3 ofthe Application Form unless you can have the declaration set out in section 10.2 of the ApplicationForm given and signed by a firm acceptable to Computershare Investor Services PLC and theCompany. Section 10.2 of the Application Form details those firms acceptable to ComputershareInvestor Services PLC and the Company for signing the declaration. In order to ensure theirApplication Form are processed timely and efficiently, all applicants who are not professional advisersor intermediaries and to whose applications section 10 of the Application Form applies are stronglyadvised to have the declaration set out in section 10.2 of the Application Form completed and signedby a suitable firm where possible.

10.3 Applicant Identity InformationSection 10.3 of the Application Form need only be completed where the value of theOrdinary Shares which you are applying for, whether in one or more applications, exceeds€15,000 and neither sections 10.1 nor 10.2 of the Application Form can be completed.

Notwithstanding that the declaration set out in section 10.2 of the Application Form has beencompleted and signed, Computershare Investor Services PLC and the Company reserve the right torequest of you the identity documents listed in section 10.3 of the Application Form and/or to seekverification of identity of each holder and payer (if necessary) from you or their bankers or from anotherreputable institution, agency or professional adviser in the applicable country of residence. Ifsatisfactory evidence of identity has not been obtained within a reasonable time, your applicationmight be rejected or revoked.

Where certified copies of documents are requested in section 10.3 of the Application Form, suchcopy documents should be certified by a senior signatory of a firm which is either a governmentalapproved bank, stockbroker or investment firm, financial services firm or an established law firm oraccountancy firm which is itself subject to regulation in the conduct of its business in its own countryof operation and the name of the firm should be clearly identified on each document certified.

11. Instructions for Delivery of Completed Application FormsCompleted Application Forms should be returned, by post or (during normal business hoursonly) by hand to Computershare Investor Services PLC, Corporate Actions Projects, BristolBS99 6AH or (during normal business hours only) by hand to Computershare Investor ServicesPLC, The Pavilions, Bridgwater Road, Bristol, BS13 8AE, so as to be received by no later than11.00 a.m. on 31 May 2012. If you post your Application Form, you are recommended to use first classpost and to allow at least two days for delivery. Application Forms received after the relevant date 11.00a.m. on the relevant date may be rejected and returned to the first-named applicant.

12. Aggregation Commission Payment DetailsThis section should be completed by your intermediary (if any).

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FTSE UK COMMERCIAL PROPERTY INDEX FUND LIMITED

APPLICATION FORM FOR THE OFFER FOR SUBSCRIPTION

Please return this form, duly completed, by post to Computershare Investor Services PLC, Corporate Actions Project,Bristol BS99 6AH or (during normal business hours only) by hand to Computershare Investor Services PLC, ThePavilions, Bridgwater Road, Bristol BS13 8AE, so as to be received no later than 11.00 a.m. on 31 May 2012.

IMPORTANT: Before completing this form, you should read the notes set out in Part 7 of the Prospectus.All applicants must complete sections 1 to 6 of this Application Form. Joint applicants should alsocomplete section 8 of this Application Form. If your application is for more than €15,000 (approximately£13,000), section 10.1, 10.2 or 10.3 (as appropriate) must also be completed.

If you have a query concerning completion of this Application Form, please call Computershare Investor Services PLCon 0870 873 5871. However, you should note that Computershare Investor Services PLC cannot give you anyinvestment or other financial advice. If you require such advice, you should consult your stockbroker, bank manager,solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act2000 or, if you are outside the United Kingdom, another appropriately authorised independent financial adviser.

To: FTSE UK Commercial Property Index Fund Limited

1. Application

I/We, the person(s) detailed in section(s) 4 and, in the case of joint applicants, 8 below, offer to subscribe for thenumber of Ordinary Shares specified below at the Issue Price subject to the terms and conditions of application setout in Part 7 of the Prospectus and subject to the memorandum and articles of incorporation of the Company.

(Write, in figures, the number of Ordinary Shares that you wish to applyfor – a minimum of 1,000 and thereafter in multiples of 100)

2. Aggregation Commission Payable

I/We agree to pay in addition to the relevant Issue Price an aggregation commission at the percentage rate of therelevant Issue Price set out below (maximum 5 per cent.) and authorise the Company to procure that an amountequivalent to such aggregation commission multiplied by the value at the relevant Issue Price of the number of OrdinaryShares allotted to me/us be paid to the intermediary identified in Box 11 of this form upon allotment of Ordinary Sharesto me/us.

3. Amount Payable

I/We enclose an amount equal to the number of Ordinary Shares set out in Box 1 multiplied by £1.00 per OrdinaryShare (the “Base Amount”) plus (if applicable) an amount equal to the aggregation commission payable being the BaseAmount multiplied by the percentage rate (if any) inserted in Box 2:

4. Personal Details (Complete in BLOCK CAPITAL)

5. Signature

6. How to Pay

If you wish to pay by cheque or banker’s draft:

(Pin your cheque or banker’s draft here for the exact amount shown in the box in section 1 above. Yourcheque or banker’s draft must be made payable to “FTSE UK Commercial Property Index Fund – IPO” andcrossed “A/C Payee”. Your payment must relate solely to this application. No receipt will be issued. The rightis reserved to reject any application in respect of which the applicant’s cheque or banker’s draft has not beencleared on first presentation.)

%

£

93

(Signature) Date 2012

(Mr, Mrs, Miss, Ms or title) (Surname)

(Forename(s), in full)

(Address, in full)

(Post code)

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If you wish to pay by electronic interbank transfer (CHAPS):

If payment is to be made by electronic interbank transfer (CHAPS), please contact Computershare InvestorServices plc in order to be issued with confirmation of the receiving agent bank account details and apersonalised payment reference number. Please enter the payment reference number below and ensure that thisinformation is included when submitting your transfer request to your bank. Failure to do so may invalidate anapplication.

(Payment Reference Number)

7. CREST Details (Only complete this section 7 if you wish to register the Ordinary Shares issuedpursuant to your application directly into your CREST account)

8. Joint Applicants (Where the application is being made jointly by more than one person, the proposedfirst-named holder should complete sections 4 and 5 above, and all other applicants (subject to amaximum of three) must complete in BLOCK CAPITALS and sign this section 8)

9. Contact Telephone Number

(Insert a daytime contact telephone number (and, ifdifferent, from the person named in section 4 above, thename of the person to contact) in the case of any queriesregarding your application)

10. Verification of Identity (If the value of the Ordinary Shares which you are applying for, whether in oneor more applications, exceeds €15,000, you must ensure that section 10.1, 10.2 or 10.3 (asappropriate) is completed)

10.1 Professional Advisers and Intermediaries (This section 10.1 should be completed if an application forOrdinary Shares is being made on behalf of a client by a stockbroker, bank manager, solicitor, accountant orother independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if outsidethe United Kingdom, another appropriately authorised independent financial adviser)

Declaration by the professional adviser or intermediary

To: FTSE UK Commercial Property Index Fund Limited, Computershare Investor Services PLC and JefferiesHoare Govett

We are a financial adviser authorised under the Financial Services and Markets Act 2000 applying for OrdinaryShare on behalf of one or more clients (“relevant clients”). As such, we hereby undertake to:

1. complete verification of all relevant clients or to inform you of any unsatisfactory conclusion in respect ofany such client;

2. to keep records to verify the name, identity, place of birth, residential address, occupation and signature ofeach relevant client; and

3. to supply copies of any such records to you as you may require.

We are governed in the conduct of our investment business and in respect of conducting anti-money launderingverification by the following regulatory or professional body (and our reference or other official number allocatedto us by that body is included in the box below).

94

CREST Participant ID CREST Member Account ID

(Mr, Mrs, Miss, Ms or title)

(Surname)

(Forename(s), in full)

(Address)

(Post code)

(Signature)

(Mr, Mrs, Miss, Ms or title)

(Surname)

(Forename(s), in full)

(Address)

(Post code)

(Signature)

(Mr, Mrs, Miss, Ms or title)

(Surname)

(Forename(s), in full)

(Address)

(Post code)

(Signature)

(Telephone number)

(Contact name)

(Name of professional adviser or intermediary, in full)

(Address, in full)

(Post code)

(Contact name) (Telephone number)

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If you require further information about our procedures or any of relevant clients, please contact the personnamed as the contact in the penultimate box.

10.2 Reliable Introducer (If you are not a professional adviser or intermediary to whom section 10.1 applies,completion and signing of this declaration by a suitable person or institution may avoid presentation beingrequested of the identity documents detailed in section 10.3 of this form)

(The declaration below may only be signed by a person or institution (such as a governmental approved bank,stockbroker or investment firm, financial services firm or an established law firm or accountancy firm) (the “firm”)which is itself subject in its own country to operation of “know your customer” and anti-money launderingregulations no less stringent than those which prevail in the United Kingdom. Acceptable countries includeAustria, Belgium, Denmark, Finland, France, Germany, Gibraltar, Greece, Guernsey, Hong Kong, Iceland, Isle ofMan, Italy, Jersey, Luxembourg, Netherlands, New Zealand, Norway, Portugal, Singapore, South Africa, Spain,Sweden and Switzerland.)

Declaration by the firm

To: FTSE UK Commercial Property Index Fund Limited, Computershare Investor Services PLC and JefferiesHoare Govett

With reference to the applicant(s) detailed in section(s) 4 and, in the case of joint applicants, 8 above, all personssigning sections 5 and 8 above and the payer identified in section 4 above if not also an applicant holder(collectively the “relevant persons”), we hereby declare:

1. we operate in one of the above-mentioned countries and our firm is subject to money launderingregulations under the laws of that country which, to the best of our knowledge, are no less stringent thanthose which prevail in the United Kingdom;

2. we are regulated in the conduct of our business and in the prevention of money laundering by theregulatory authority identified below;

3. each of the relevant persons are known to us in a business capacity and we hold valid identitydocumentation on each of them and we undertake to immediately provide to you copies thereof ondemand;

4. we confirm the accuracy of the names and residential/business address(es) of the applicant(s) named insection(s) 4 and, in the case of joint applicants, 8 above and, if details of a CREST account are includedin section 7 above, that the owner thereof is the applicant named in section 4 above;

5. having regard to all local money laundering regulations we are, after enquiry, satisfied as to the source andlegitimacy of the monies being used to subscribe for the Ordinary Shares to which this application relates;and

6. where the payer and applicant(s) are different persons we are satisfied as to the relationship between themand the reason for the payer being different to the applicant(s).

The above information is given in strict confidence for your own use only and without any guarantee,responsibility or liability on the part of the firm or its officials.

having authority to bind the firm, the details of which are set out below:

95

(Full name and country of operation of regulatory or professional body)

(Reference or other official number)

(Date) 2012

(Signature)

(Full name)

(Title/position)

(Official stamp, if any)

(Date) 2012

(Signature)

(Full name)

(Title/position)

(Official stamp, if any)

(Name in full)

(Address, in full)

(Postcode)

(Contact name (Telephone number)

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96

(Full name firm’s regulatory authority)

(Website address or telephone number of regulatory authority)) (Firm’s registered, licence or other official number)

Tick here for documents provided

Applicant Pay

1 2 3 4 er

A. For each applicant who is an individual enclose:

(i) a certified clear photocopy of one of the following identification documents which bear botha photograph and the signature of the person: (a) current passport; (b) Government or ArmedForces identity card; or (c) driving licence; and

(ii) certificated copies of at least two of the following documents which purport to confirm thatthe address given in section 2 and, in the case of joint applicants, section 6 is the applicant’sresidential address: (a) a recent gas, electricity, water or telephone (not mobile) bill; (b) arecent bank statement; (c) a council rates bill; or (d) similar bill issued by a recognisedauthority; and

(iii) if none of the above documents show their date and place of birth, enclose a note of suchinformation; and

(iv) details of the name and address of their personal bankers from which ComputershareInvestor Services PLC or the Company may request a reference, if necessary.

B. For each holder being a company (a “holder company”) enclose:

(i) a certified copy of the certificate of incorporation of the holder company; and

(ii) the name and address of the holder company’s principal bankers from which ComputershareInvestor Services PLC or the Company may request a reference, if necessary; and

(iii) a statement as to the nature of the holder company’s business, signed by a director; and

(iv) a list of the names and residential addresses of each director of the holder company; and

(v) for each director provide documents and information similar to that mentioned in A above;and

(vi) a copy of the authorised signatory list for the holder company; and

(vii) a list of the names and residential/registered addresses of each ultimate beneficial ownerinterested in more than 5 per cent. of the issued share capital of the holder company and,where a person is named, also complete C below and, if another company is named (a“beneficiary company”), also complete D below. If the beneficial owner(s) named do notdirectly own the holder company but do so indirectly via nominee(s) or intermediary entities,provide details of the relationship between the beneficial owner(s) and the holder company.

C. For each individual named in B(vii) as a beneficial owner of a holder company enclose for each such persondocuments and information similar to that mentioned in A(i) to (iv)

D. For each beneficiary company named in B(vii) as a beneficial owner of a holder company enclose:

(i) a certificated copy of the certificate of incorporation of that beneficiary company; and

(ii) a statement as to the nature of that beneficiary company’s business signed by a director; and

(iii) the name and address of the beneficiary company’s principal bankers from whichComputershare Investor Services PLC or the Company may request a reference, ifnecessary; and

(iv) enclose a list of the names and residential/registered address of each beneficial ownerowning more than 5 per cent. of the issued share capital of that beneficiary company.

E. If the payer is not an applicant and is not a bank providing its own cheque or banker’s payment on thereverse of which is shown details of the account being debited with such payment (see note 4 on how tocomplete this form) enclose:

(i) if the payer is a person, for that person the documents mentioned in A(i) to (iv); or

(ii) if the payer is a company, for that person the documents mentioned in B(i) to (vii); and

(iii) an explanation of the relationship between the payer and the applicant(s).

10.3 Applicant Identity Information (Only complete this section 10.3 if your application has a value greater than€15,000 and neither of the declarations in sections 10.1 and 10.2 can be signed)

In accordance with internationally recognised standards for the prevention of money laundering, the relevantdocuments and information listed below must be provided (please note that Computershare Investor ServicesPLC and the Company reserve the right to ask for additional documents and information).

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11. Aggregation Commission Payment Details

Payment of aggregation commission at the rate set out in Box 2 above (if any) on the number of Ordinary Sharesallotted to the applicant(s) shall be made to the intermediary whose details, and stamp, are set out below.

Please pay any aggregation commission by cheque made payable to ................................................................ and send by post at our risk to the above address.

Signed ...................................................................................................... Date .................................................. 2012Authorised signatory

97

Stamp of intermediary showing name and postal address:

Telephone no:

Fax no:

Regulatory Authority:

Licence no:

Intermediary contact name:

Email address:

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Perivan Financial Print 225118

225118 MAGI zimprint 08/05/2012 14:42 Page 1

FTSE UK COMMERCIAL PROPERTY INDEX FUND LIMITED

Prospectus May 2012

Sponsor, Sole Global Co-ordinator and Sole Bookrunner: Jefferies Hoare Govett

Investment ManagerMSS Property Fund Management LimitedTrafalgar CourtAdmiral ParkSt. Peter PortGuernsey GY1 2JA

Investment AdviserMSS Real Estate LLP7 Queen StreetLondon W1J 5PB

info@mssrealestate.com

CONTACT

FTSEUK