AEW UK REIT : Notice of AGM, August 2021

THIS DOCUMENT IS IMPORTANT AND REQUIRESYOURIMMEDIATE ATTENTION. IT CONTAINS PROPOSALS RELATING TO AEW UK REIT PLC (THE "COMPANY") ON WHICH YOU ARE BEING ASKED TO VOTE. If you are in any doubt about the action you should take, you should immediately contact your stockbroker, accountant or other independent financial adviser, who is authorised under the Financial Services and Markets Act 2000 (as amended) if you are in the United Kingdom ("UK"), or another appropriately authorised independent financial adviser if you are in a territory outside the UK.

If you have sold or otherwise transferred all of your shares in the Company ("Shares"), please send this document, at once to the purchaser or transferee or to the stockbroker, banker or other agent through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee. However, this document should not be forwarded to or transmitted in or into Australia, Canada, Japan, New Zealand, the Republic of South Africa, the United States or into any other jurisdictions if to do so would constitute a violation of the relevant laws and regulations in such other jurisdictions.

AEW UK REIT PLC

(incorporated in England and Wales with registered number 09522515 and

registered as an investment company under section 833 of the Companies Act 2006)

Notice of Annual General Meeting

Notice of the annual general meeting of the Company to be held at 33 Jermyn Street, London SW1Y 6DN on Wednesday, 8 September 2021 commencing at 12 noon (the "Annual General Meeting") is set out at the end of this document.

The Company's Annual General Meeting will be held at 12 noon on Wednesday, 8 September 2021 at 33 Jermyn Street, London SW1Y 6DN. In the light of Covid-19, the Company may impose entry restrictions on persons wishing to attend the Annual General Meeting (including, if required, refusing entry) in order to secure the orderly and proper conduct of the Annual General Meeting and the health and safety of the attendees. At the date of this document, there are no UK Government imposed restrictions in connection with Covid-19 on the holding of public gatherings that would affect the holding of the Annual General Meeting. However, the situation relating to Covid-19 is constantly evolving and the UK Government may re-impose restrictions in connection with Covid-19 and/or implement further measures that affect the holding of shareholder meetings. Accordingly, it is possible that at the date of the Annual General Meeting measures may be in place that would restrict attendance at the Annual General Meeting.

We ask that any shareholders wanting to attend the Annual General Meeting register their interest by emailing the Company Secretary at [e-mail] by close of business on Monday, 6 September 2021.

Any shareholders unable to attend who wish to ask any questions at the Annual General Meeting should do so in writing to the Company Secretary, Link Company Matters Limited at 6th Floor, 65 Gresham Street, London EC2V 7NQ or by email to [e-mail] so as to be received by the Company Secretary no later than 3.00 pm on Monday, 6 September 2021. If appropriate the Company will publish a list of responses on its website at www.aewukreit.com after the Annual General Meeting.

As noted above, the situation relating to Covid-19 is constantly evolving and should it become appropriate to revise the current arrangements for the Annual General Meeting, any such changes will be notified to shareholders through the Company's website at www.aewukreit.com and, where appropriate, by announcement made by the Company to a Regulatory Information Service.

As it is possible that restrictions may be imposed on attendance at the Annual General Meeting in connection with Covid-19, the Board encourages shareholders to vote on the resolutions to be considered at the Annual General Meeting by proxy in advance of the meeting via the methods set out below. In particular, shareholders are encouraged to appoint the Chair of the meeting as their proxy with their voting instructions. This is in case such potential restrictions mean that the Annual General Meeting is required to be held as a closed meeting with physical attendance limited to only a small number of attendees comprising the required quorum for the meeting and those persons whose attendance is necessary for the conduct of the meeting, which would mean that any other person attempting to attend the Annual General Meeting would be refused admission and would therefore be unable to vote. All valid proxy votes, whether submitted electronically or in hard copy form, will be included in the polls to be taken at the meeting. Further information and instructions on voting by proxy are set out in the section headed "Notes" on pages 9 to 12 of this document and printed on the accompanying proxy form.

The proxy form for use at the Annual General Meeting accompanies this document and, to be valid, should be completed and returned in accordance with the instructions printed on it as soon as possible but, in any event, so as to be received by the Company's registrar (the "Registrar"), FREEPOST PXS, Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL by no later than 12 noon on Monday, 6 September 2021. If you hold your Shares in uncertificated form (that is, in CREST) you may appoint a proxy by completing and transmitting the appropriate CREST message (a CREST Proxy Instruction) in accordance with the procedures set out in the CREST Manual (available via www.euroclear.com/CREST) so that it is received by the Registrar by no later than 12 noon on Monday, 6 September 2021.

Appointment of a proxy will not normally preclude shareholders from attending, speaking and voting at the Annual General Meeting should they choose to do so, however for the reasons set out above, shareholders may be restricted from attending the meeting in person (for further information, please see paragraph 2 (Meeting arrangements) of Part 1 (Letter from the Chairman) of this document).

This document should be read as a whole. Your attention is drawn to the letter from the Chairman of the Company on pages 1 to 6 of this document and which recommends that you vote in favour of the resolutions to be proposed at the Annual General Meeting.

PART 1

LETTER FROM THE CHAIRMAN

AEW UK REIT PLC

(incorporated in England and Wales with registered number 09522515

and registered as an investment company under section 833 of the Companies Act 2006)

Directors:	Registered Office:
Mark Burton (Chairman)	6th Floor
Bimaljit Sandhu	65 Gresham Street
Katrina Hart	London
	EC2V 7NQ
9 August 2021
Dear Shareholder

Notice of Annual General Meeting

1 Introduction

I am pleased to be writing to you with details of the 2021 Annual General Meeting of AEW UK REIT plc, which will be held at 33 Jermyn Street, London SW1Y 6DN on Wednesday, 8 September 2021 commencing at 12 noon. The formal notice of the Annual General Meeting (the "Notice of Annual General Meeting") is set out on pages 7 to 12 of this document. The Notice of the Annual General Meeting contains the resolutions to be proposed at that meeting. An explanation of the resolutions is set out in the section headed "Explanatory Notes" on pages 2 to 6 of this document.

The purpose of this document is to provide details of the Annual General Meeting and to explain the business to be considered at the Annual General Meeting.

2 Meeting Arrangements

The Company's Annual General Meetingwill be held at 12 noon on Wednesday, 8 September2021 at 33 Jermyn Street, London SW1Y 6DN. In the light of Covid-19, the Company may impose entry restrictions on persons wishing to attend the Annual General Meeting (including, if required, refusing entry) in order to secure the orderly and proper conduct of the Annual General Meeting and the health and safety of the attendees. Such restrictions may include, but are not limited to, the requirement to maintain social distancing, the wearing of masks and temperature checks.

Shareholders are requested not to attend the Annual General Meeting if they are required to self-isolate pursuant to UK Government guidance.

At the date of this document, there are no UK Government imposed restrictions in connection with Covid-19 on the holding of public gatherings that would affect the holding of the Annual General Meeting. However, the situation relating to Covid-19 is constantly evolving and the UK Government may re-impose restrictions in connection with Covid-19 and/or implement further measures that affect the holding of shareholder meetings. Accordingly, it is possible that at the date of the Annual General Meeting measures may be in place that would restrict attendance at the Annual General Meeting.

We ask that any shareholders wanting to attend the Annual General Meeting register their interest by emailing the Company Secretary at [e-mail] by close of business on Monday, 6 September 2021.

Any shareholders unable to attend who wish to ask any questions at the Annual General Meeting should do so in writing to the Company Secretary, Link Company Matters Limited at 6th Floor, 65 Gresham Street, London EC2V 7NQ or by email to [e-mail] so as to be received by the Company Secretary no later than 3.00 pm on Monday, 6 September 2021. If appropriate the Company will publish a list of responses on its website at www.aewukreit.com after the Annual General Meeting.

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As noted above, the situation relating to Covid-19 is constantly evolving and should it become appropriate to revise the current arrangements for the Annual General Meeting, any such changes will be notified to shareholders through the Company's website at www.aewukreit.com and, where appropriate, by announcement made by the Company to a Regulatory Information Service.

As it is possible that restrictions may be imposed on attendance at the Annual General Meeting in connection with Covid-19, the board of directors of the Company (the "Board") encourages shareholders to vote on the resolutions to be considered at the Annual General Meeting by proxy in advance of the meeting via the methods set out below. In particular, shareholders are encouraged to appoint the Chair of the meeting as their proxy with their voting instructions. This is in case such potential restrictions mean that the Annual General Meeting is required to be held as a closed meeting with physical attendance limited to only a small number of attendees comprising the required quorum for the meeting and those persons whose attendance is necessary for the conduct of the meeting, which would mean that any other person attempting to attend the Annual General Meeting would be refused admission and would therefore be unable to vote. All valid proxy votes, whether submitted electronically or in hard copy form, will be included in the polls to be taken at the meeting. Further information and instructions on voting by proxy are set out in the section headed "Notes" on pages 9 to 12 of this document and printed on the accompanying proxy form.

The proxy form for use at the Annual General Meeting accompanies this document and, to be valid, should be completed and returned in accordance with the instructions printed on it as soon as possible but, in any event, so as to be received by the Registrar, FREEPOST PXS, Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL by no later than 12 noon on Monday, 6 September 2021. If you hold your Shares in uncertificated form (that is, in CREST) you may appoint a proxy by completing and transmitting the appropriate CREST message (a CREST Proxy Instruction) in accordance with the procedures set out in the CREST Manual (available via www.euroclear.com/CREST) so that it is received by the Registrar by no later than 12 noon on Monday, 6 September 2021.

3 Explanatory Notes

Resolutions 1 to 9 (inclusive) are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 10 to 14 (inclusive) are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

3.1 Resolution 1 (Annual Report and Financial Statements)

The Directors of the Company (the "Directors") must present to the meeting the audited Annual Report and Financial Statements for the year ended 31 March 2021 (the "Annual Report and Financial Statements").

3.2 Resolution 2 (Directors' Remuneration Report)

This resolution is to approve the Directors' Remuneration Report, which is set out on pages 49 to 51 of the Annual Report and Financial Statements. The vote on this resolution is advisory only and the Directors' entitlement to remuneration is not conditional on it being passed.

3.3 Resolutions 3 and 4 (Appointment and remuneration of Auditor)

The Company must appoint an Auditor at each general meeting at which accounts are presented to shareholders to hold office until the conclusion of the next such meeting. As set out on page 48 in the Company's Annual Report and Financial Statements, in Spring 2021, the Audit Committee tendered the Company's external audit through a competitive tender process. Following this process, a recommendation was made to appoint BDO LLP ("BDO") as the Auditor of the Company for the year ending 31 March 2022 and for the period ending 30 September 2021. Resolution 3 seeks shareholder approval to appoint BDO LLP as the Company's Auditor and Resolution 4 seeks authority for the Board of Directors of the Company to determine the Auditor's remuneration for the year ending 31 March 2022.

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3.4 Resolutions 5 to 7 (Re-election of Directors)

Under the Company's current Articles of Association, the Directors are subject to election by shareholders at the first annual general meeting after their appointment. Thereafter, at each annual general meeting any Director who has not stood for re-election at either of the two preceding annual general meetings shall retire. In addition, one-third of the Directors eligible to retire by rotation shall retire from office at each annual general meeting. Beyond these requirements, and in accordance with the AIC Code of Corporate Governance, the Board has agreed a policy whereby all Directors will seek annual re-election at the Company's annual general meetings.

Biographies for all of the Directors are set out on page 38 of the Annual Report and Financial Statements. As a result of the annual performance evaluation process, the Board considers that all Directors continue to be effective, are committed to their roles and remain wholly independent in character and judgement. They each bring extensive knowledge and experience to the Board, demonstrate a range of valuable skills and each Director's contribution supports the long-term sustainable success of the Company. The Board therefore recommends that shareholders vote in favour of each Directors proposed re-election.

3.5 Resolutions 8 and 9 (Authority to allot Shares)

These resolutions deal with the Directors' authority to allot ordinary shares of one pence each in the capital of the Company ("Shares") in accordance with section 551 of the Companies Act 2006 (the "Act").

If passed, resolution 8 will authorise the Directors to allot Shares up to a maximum nominal amount of £158,424.74, which represents approximately 10 per cent. of the Company's issued Shares (excluding Shares held in treasury) as at 6 August 2021 (being the latest practicable date prior to the publication of this document).

If passed, resolution 9 will authorise the Directors to allot further Shares, in addition to those which may be allotted under resolution 8, up to a maximum nominal amount of £158,424.74, which represents approximately 10 per cent. of the Company's issued Shares (excluding Shares held in treasury) as at 6 August 2021 (being the latest practicable date prior to the publication of this document).

As at the date of this document, the Company held 350,000 Shares in treasury, which represents approximately 0.22 per cent. of the total ordinary share capital in issue (excluding Shares held in treasury) as at 6 August 2021 (being the latest practicable date prior to the publication of this document).

If both resolution 8 and resolution 9 are passed, authority will be granted to the Directors to allot up to a maximum nominal amount of £316,849.49, which is a total of up to 20 per cent. of the existing issued ordinary share capital of the Company (excluding shares held in treasury) as at 6 August 2021 (being the latest practicable date prior to the publication of this document). The Board recognises that this percentage authority is beyond the standard 10 per cent. authority typically sought by investment companies, but believes that the passing of both resolution 8 and resolution 9 is in the shareholders' interests given that:

• the authorities would provide greater flexibility to allow the Company to take advantage of potential investment opportunities sourced by the Company's Investment Manager; and
• any Shares issued under these authorities will not be issued at prices less than the last published net asset value ("NAV") per Share (adjusted for dividends) at the time of issue plus a premium to cover the costs of such issuance.

If resolution 8 is passed but resolution 9 is not passed, Directors will only be authorised to allot up to 10 per cent. of the existing issued ordinary share capital of the Company. Resolution 9 is conditional on resolution 8, so if resolution 8 is not passed resolution 9 will not be passed either.

Each of the authorities granted pursuant to resolution 8 and 9 will expire on the earlier of the conclusion of next year's annual general meeting (unless previously renewed, varied or revoked by the Company at a general meeting) and 30 September 2022.

The Directors have no present intention to exercise the authorities conferred by resolution 8 and resolution 9.

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