Notice of EGM

UK COMMERCIAL PROPERTY TRUST LIMITED

3 MAY 2016

NOTICE OF EGM

UK Commercial Property Trust Limited (the "Company") announces that it has today published a circular (the "Circular") convening an extraordinary general meeting to be held at 9.30 a.m. on 6 June 2016 (the "EGM").

At the annual general meeting of the Company to be held on 15 June 2016 (the "AGM"), Shareholders will be asked to authorise the Company to make market purchases of up to 14.99 per cent. of the Company's issued share capital on the date that the resolution is passed (the "Share Buy Back Authority"). Phoenix Group Holdings, and its subsidiaries deemed to be acting in concert with it for the purposes of the Takeover Code (the "Phoenix Concert Party"), have notified the Company that, following the sale of shares in the Company in January 2016, the Phoenix Concert Party shareholding has fallen below 50 per cent. and now represents 48.56 per cent. of the Company's issued share capital.

Due to historical links with Ignis Asset Management, which was wholly owned by Phoenix Group Holdings, one of the Company's Directors is considered to be acting in concert with the Phoenix Concert Party for the purposes of the Takeover Code. Therefore, if any shares were to be purchased by the Company pursuant to the proposed Share Buy Back Authority and the entities comprising the Phoenix Concert Party did not sell a proportionate amount of their holding, then, pursuant to Rule 37 of the Takeover Code, in the absence of a waiver from the Takeover Panel, the Phoenix Concert Party would be required to make a general cash offer to all the remaining Shareholders of the Company to acquire their shares.

In order to give the Company flexibility to utilise the Share Buy Back Authority without triggering a mandatory bid obligation, the Company has consulted with the Takeover Panel and secured a waiver of the requirement for the Phoenix Concert Party to make a general offer to all Shareholders under Rule 9 of the Takeover Code in circumstances where, following the purchase of shares by the Company in the market, the aggregate percentage holding of the Phoenix Concert Party increases (the "Rule 9 Waiver"). This Takeover Panel waiver is subject to the approval by a vote of Independent Shareholders of the Company on a poll at the EGM. The resolution to be proposed at the EGM seeks this approval. The Rule 9 Waiver, if approved, will expire at the conclusion of the AGM of the Company in 2017. If in the future no member of the Board is deemed to be acting in concert with the Phoenix Concert Party, a Rule 9 Waiver would no longer be required.

Shareholders are requested to complete the Form of Proxy in relation to the EGM and return it to the Company's Registrars as soon as possible, but in any event to be received no later than 9:30 a.m. on 2 June 2016.

Terms defined in the Circular have the same meanings in this announcement unless the context requires otherwise.

The Circular has also been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/nsm.

For further information please contact:

Graeme McDonald, Standard Life Investments
Tel: [phone]

Douglas Armstrong, Dickson Minto W.S.
Tel: [phone]