RDI REIT P L C : Memorandum and Articles

ISLE OF MAN

COMPANIES ACT 2006

REVISED MEMORANDUM OF ASSOCIATION

OF

RDI REIT P.L.C.

A COMPANY LIMITED BY SHARES

(adopted by special resolution dated 3 December 2013) (amended by ordinary resolution dated 29 January 2015) (amended by special resolution dated 29 January 2015) (amended by ordinary resolution dated 26 January 2016) (amended by special resolution dated 24 January 2019) (amended by special resolution dated 28 January 2021) (amended by special resolution passed on 4 May 2021)

1. NAME
   The name of the Company is RDI REIT P.L.C.
2. TYPE OF COMPANY
   The Company is incorporated as a company limited by shares.
3. REGISTERED OFFICE
   The address of the registered office of the Company is 2nd Floor, St Mary's Court, 20 Hill Street, Douglas, Isle of Man, IM1 1EU.
4. REGISTERED AGENT
   The registered agent of the Company is IQE Limited of 2nd Floor, St Mary's Court, 20 Hill Street, Douglas, Isle of Man, IM1 1EU.

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5. AMENDMENT TO MEMORANDUM OF ASSOCIATION OR ARTICLES OF ASSOCIATION

1. Subject to paragraph 5.2 of this Memorandum of Association, the directors of the Company may, by resolution, amend the Memorandum of Association or Articles of Association of the Company.
2. The directors of the Company shall not have power to amend the Memorandum of Association or Articles of Association of the Company:
3. 1. to restrict the rights or powers of the shareholders of the Company to amend the Memorandum of Association or Articles of Association of the Company;
   2. to change the majority of the voting rights of shareholders required to be exercised in order to pass a resolution to amend the Memorandum of Association or Articles of Association of the Company; or
   3. in circumstances where the Memorandum of Association or Articles of Association of the Company cannot be amended by the shareholders of the Company.

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ISLE OF MAN

COMPANIES ACT 2006

REVISED ARTICLES OF ASSOCIATION

OF

RDI REIT P.L.C.

A COMPANY LIMITED BY SHARES

(adopted by special resolution dated 3 December 2013 (amended by ordinary resolution dated 29 January 2015) (amended by special resolution dated 29 January 2015) (amended by ordinary resolution dated 26 January 2016) (amended by special resolution dated 24 January 2019) (amended by special resolution dated 28 January 2021) (amended by special resolution passed on 4 May 2021)

1. PRELIMINARY
   The model articles of association contained in Schedule 1 to the Companies (Model Articles) Regulations 2006 shall not apply to the Company. The following articles (as may be amended from time to time) shall constitute the articles of association of the Company.
2. DEFINITIONS AND INTERPRETATION

2.1 In the Articles, if not inconsistent with the subject or context, the following words shall have the following meanings:

the Act: the Companies Act 2006 including any statutory modification or re-enactment of it for the time being in operation;

Articles: the Articles of Association of the Company as amended from time to time;

Board: the board of Directors;

Class: in relation to Shares, means a class of Shares each of which has identical rights, privileges, limitations and conditions attached to it;

Director: a director of the Company;

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Distribution: in relation to a distribution by the Company to a Shareholder, the direct or indirect transfer of any assets, other than Shares, to or for the benefit of a Shareholder or the incurring of a debt to or for the benefit of a Shareholder, in relation to Shares held by that Shareholder, and whether by means of the purchase of an asset, the purchase, redemption or other acquisition of Shares, a transfer or assignment of indebtedness or otherwise, and includes a dividend;

Memorandum: the Memorandum of Association of the Company as amended from time to time;

Person: includes a body corporate;

Registrar: the Registrar of Companies appointed under section 205 (registrar of companies) of the Act;

Seal: any seal which has been duly adopted as the common seal of the Company;

Share: a share issued by the Company;

Shareholder: a person whose name is entered in the register of members of the Company as the holder of one or more Shares or fractional Shares and each person named as a subscriber in the Memorandum until that person's name is entered in the register of members of the Company;

Solvency Test: the solvency test referred to in section 49 (meaning of "solvency test" and "distribution") of the Act which the Company satisfies if it is able to pay its debts as they become due in the normal course of the Company's business and the value of its assets exceeds the value of its liabilities;

Starwood Director: a Director who is also employed or engaged by, or appointed to represent, Starwood Capital Group (or its affiliates);

Voting Rights: all the rights to vote on a poll on any resolution of the Shareholders or a class of Shareholders according to the rights attached to the Shares held; and

written: or any similar term includes information generated, sent, received or stored by electronic, digital, magnetic, optical, electromagnetic, biometric or photonic means including electronic data interchange, electronic mail, telegram, telex or telecopy, and in writing shall be construed accordingly.

2.2 In the Articles, unless the context otherwise requires:

1. a reference to:
2. 1. an Article is a reference to an article in the Articles;
   2. voting by Shareholders is a reference to the casting of votes attached to Shares by Shareholders;

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1. 1. words denoting any one gender include all other genders and words denoting the singular shall include the plural and vice versa; and
   2. words or phrases contained in the Articles bear the same meaning as they do in the Act but excluding any statutory modification to such meaning not in operation when the Articles become binding on the Company.
2. Headings are for ease of reference only and shall not affect the interpretation of the Articles.

1. SHARE CERTIFICATES

1. Upon request to the Company, a Shareholder shall be entitled:
2. 1. without payment, to one certificate for all the Shares of each Class held by that Shareholder and (upon transferring some of such Shares) to a certificate for the balance thereof; or
   2. to several certificates each for one or more of that Shareholder's Shares upon payment, for every certificate after the first, of such reasonable sum as the Directors may determine.
3. The Company shall not be bound to issue more than one certificate for Shares held jointly by several persons and delivery of a certificate to one joint owner shall be delivery to all of them.
4. Any certificate for Shares issued by the Company shall be signed by a Director or any other person authorised by a resolution of the Directors or under the Seal and shall specify the number, Class and par value (if any) of the Shares to which it relates. Such signature or Seal may be a facsimile.
5. Any Shareholder receiving a certificate shall indemnify and hold the Company and the Directors and officers harmless from any loss or liability which it or they may incur by reason of any wrongful or fraudulent use of such certificate or representation made by any person by virtue of the possession of such certificate. If a certificate for Shares is defaced, worn out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and payment of the expenses reasonably incurred by the Company in investigating evidence as the Directors may determine (but otherwise free of charge) and, in the case of defacement or wearing out, on delivery up of the old certificate.

1. ISSUE OF SHARES

1. Subject to the Act, the Memorandum and to the provisions of the Articles, the Shares may be issued and options to acquire Shares may be granted at such times, to such persons, for such consideration and on such terms as the Directors may determine.
2. Shares may be numbered or unnumbered.

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