Registration of a prospectus approved by the Central Bank for issue by an Irish registered company

C(io AN OIFIG UM CHLARC! CUIDEACHTA[ ffl COMPANIES REGISTRATION OFFICE 'o/lf

Investment Funds, Companies and Miscellaneous Provisions Act 2005 Section 38(1)(b) of S.l. No. 324 of 2005 Prospectus (Directive 2003171/EC) Regulations 2005 Central Bank Reform Act 2010

. llllllllllllllllllllllllllllllllllllllllllllllllll 4762701

CRO receipt date stamp

Companies Acts 1963 to 2012

818 Please complete using black typescript or BOLD CAPITALS, referring to explanatory notes

Company Details )

Company Number

Company Name

Date Approved by the

Central Bank

Presenter details )

Name

Address

DX number

Telephone number

Email

I Green REIT Public Limited Company

Day Month Year

EEJ rn l2 lo It 13 I

I certify on behalf of the issuer that the attached prospectus has been approved by the Central Bank of Ireland.

,_. I lk,jur(, Date ,, /01/2.013

Surname Ll ...:M=.\A><>..!!.J"-"R.O""------___J Forename(s) I M I'..Cl."-

Position held '--"c'-'o"'M""'~'-'"'"'t-l=..'l.l-...:S::.:€.:;.C......,!I...E,.._-r'"'b"'""'!l.:..:'l:L-______________ _

Arthur Cox

Earlsfort Centre, Ea~sfort Terrace, Dublin 2

DX exchange

01 618 0000 Fax number

Reference number GR151/19

IMPORTANT NOTICE

THIS DOCUMENT IS AVAilABLE ONLY TO INVESTORS WHO ARE (I) BOTH QUALIFIED INSTITUTIONAL BUYERS ("QIBS") AS DEFINED IN RULE 144A UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACP') AS WELL AS QUALIFIED PURCHASERS ("QPS") WITHIN THE MEANING OF SECTION 2(A)(51) OF THE US INVESTMENT COMPANY ACT OF 1940 (THE "US INVESTMENT COMPANY ACT") OR (2) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGUlATION S UNDER THE US SECURITIES ACT ("REGUI.ATION S") WHO ARE NOT US PERSONS AS DEFINED IN REGUI.ATION S.

IMPORTANT: You must read the following before continuing. The following applies to the document following this page (the "Document"), and you are therefore advised to read this carefully before reading, accessing or making any other use of the Document. In accessing the Document, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from GREEN REIT PLC (the "Company"), Green Property REIT Ventures Limited (acting as the Investment Manager to the Company), J.P. Morgan Securities pic ("JPM"), J&E Davy ("Davy'") or Jnvestec Capital & Investments (Ireland) Limited ("Investec") (JPM, Davy and Jnvestec each a bank and together, the "Banks") as a result of such access.

IF YOU ARE NOT THE INTENDED RECIPIENT OF THIS MESSAGE, PLEASE DO NOT DISTRIBUTE OR COPY THE INFORMATION CONTAINED IN THIS ELECTRONIC TRANSMISSION, BUT INSTEAD DELETE AND DESTROY ALL COPIES OF THIS ELECTRONIC TRANSMISSION.

NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNlAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE US SECURITIES ACT, OR THE SECURITIES I.AWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND THE SECURITIES MAY NOT BE OFFERED OR SOLD DIRECTLY OR INDIRECTLY IN, INTO OR WITHIN THE UNITED STATES, OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS AND UNDER CIRCUMSTANCES THAT WILL NOT REQUIRE THE COMPANY TO REGISTER UNDER THE US INVESTMENT COMPANY ACT. THE COMPANY HAS NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE US INVESTMENT COMPANY ACT AND INVESTORS WILL NOT BE ENTITLED TO THE BENEFITS OF THAT ACT. THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES IN THE UNITED STATES.

THE FOLLOWING DOCUMENT IS BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION AND YOU ARE NOT AUTHORISED· TO, AND YOU MAY NOT, FORWARD OR DELIVER THE DOCUMENT, ELECTRONICALLY OR OTHERWISE, TO ANY PERSON OR REPRODUCE THE DOCUMENT IN ANY MANNER WHATSOEVER. ANY FORWARDING,.DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOI.ATION OF THE US SECURITIES ACT OR THE APPLICABLE I.AWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THJS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN.

THE ATTACHED DOCUMENT IS ADDRESSED TO AND DIRECTED AT PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("MEMBER STATES") WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(l)(E) OF THE PROSPECTUS DIRECTIVE (DIRECTIVE 2003/71/EC AS AMENDED (INCLUDING AMENDMENTS BY DIRECTIVE 2010/73/EU TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE)) ("QUALIFIED INVI':STORS").

In addition, this electronic transmission and the Document is only directed at, and being distributed: (A) in the United Kingdom, to persons (i) who have professional experience in matters relating to investments and who fall uithin the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or who fall within Article 49 of the Order, and (ii) arc "qualified investors" as defined in section 86 of the Financial Services and Markets Act 2000, as amended; (B) in Ireland, to Qualified Investors who are "professional clients" as defined in Schedule 2 of the Markets in Financial Instruments Regulations; and (C) any other persons to whom it may othernise be lawfully communicated (together all such persons being referred to as '"relevant persons"). This document must not be acted on or relied on (a) in the United Kingdom and Ireland, by persons who are not relevant persons, and (b) in any Member State other than the United Kingdom and Ireland, by persons who are not Qualified Investors. Any investment or investment activity to which this document relates is available only to (l) in the United Kingdom and Ireland, relevant persons and (2) in any member state of the European Economic Area other than the United Kingdom and Ireland, Qualified Investors and other persons who are permitted to subscribe for the Ordinary Shares pursuant to an exemption from the Prospectus Directive and other applicable legislation, and will only be engaged in with such persons.

Confirmation of your Representation: In order to be eligible to view the Document or make an investment decision with respect to the securities, investors (l) must he either (a) both OIBs and QPs or (b) non~US persons outside the United States transacting in an offshore transaction (in accordance with Regulation S under the US Securities Act), (2) if located in the United Kingdom and Ireland, must be relevant persons and (3) if located in any member state of the European Economic Area other than the United Kingdom and Ireland, must be Qualified

Investors. By accepting the e-mail and accessing the Document, you shall be deemed to have represented to the Company, the Investment Manager and each of the Banks that (1) you have understood and agree to the terms set out herein, (2) you and any customers you represent arc (a) both Q!Bs and QPs or (b) outside the United States and arc not US persons and the electronic mail address to which this e-mail and the Document has been delivered is not located in the United States, (3) if you are located in the United Kingdom or Ireland, you and any customers you represent are relevant persons, ( 4) if you are located in any member state of the European Economic Area other than the United Kingdom or Ireland, you and any customers you represent are Qualified Investors, (5) you consent to delivery of the Document and any amendments or supplements thereto by electronic transmission and (6) you acknowledge that this electronic transmission and the Document is confidential and intended only for you and you will not transmit the Document (or any copy of it or part thereof) or disclose, whether orally or in writing, any of its contents to any ot1ler person.

You are reminded that the Document has been delivered to you or accessed by you on the basis that you are a person into whose possession it may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver or disclose the contents of the Document to any other person.

The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations arc not permitted by law. No action has been or will be taken in any jurisdiction by the Company or the Investment Manager or any of the Banks that would. or is intended to, permit a public offering of the securities, or possession or distribution of a Prospectus (in preliminary, proof or final form) or any other offering or publicity material relating to the securities, in any country or jurisdiction where action for that purpose is required. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Banks or any affiliate of the Banks is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Banks or such affiliate on behalf of the Company or the Investment Manager in such jurisdiction.

The Document has been sent to you or accessed by you in an electronic form. You arc reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently, none of the Company, the Investment Manager, any Bank and their respective affiliates, directors, officers, employees, representatives and agents or any other person controlling the Company, the Investment Manager, any Bank or any of their respective affiliates accepts any liability or responsibility whatsoever, whether arising in tort, contract or otherwise which they might have in respect of this electronic transmission, the Document or the contents thereof, or in respect of any difference between the document distributed to you in electronic format and the hard copy version available to you on request from the Company, the Investment Manager or any Bank. Please ensure that your copy is complete.

If you receive the Document by e-mail, you should not reply to the this e-mail. Any reply e-mail communications, including those you generate by using the "Reply" function on your e-mail software, will he ignored or rejected. If you receive this Document by e-mail, your usc of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destruction nature.

THIS PROSPECfUS IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this Prospectus, or as to what action you should take, you arc recommended to immediately consult, if you are resident in Ireland, an organisation or firm authorised or exempted pursuant to the European Communities (Markets in Financial Instruments) Regulations 2007 (Nos. l to 3) or the Investment Intermediaries Act 1995 (as amended) and, if you are resident in the United Kingdom, a person authorised under the Financial Services and Markets Act 2000, as amended (the "FSMA") of the United Kingdom, or another appropriately authorised professional advisor if you are in a territory outside Ireland or the United Kingdom.

This document constitutes a prospectus for the purposes of Article 3 of the European Parliament and Council Directive 2003/71/EC of 4 November 2003 (the "Prospectus Directive"') relating to the Company (the "Prospectus") and has been prepared in accordance with Part 5 of the Prospectus (Directive 2003/71 EC) Regulations 2005 of Ireland, as amended (the '"Prospectus Regulations") and the Commission Regulation (EC) No. 809/2004. as amended (the "EU Prospectus Regulations"). The Prospectus has been approved by the Central Bank of Ireland (the "Central Bank'"), as competent authority under the Prospectus Directive. The Central Bank only approves this Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Such approval relates only to the Ordinary Shares which are 10 be admitted to trading on the regulated market of the Irish Stock Exchange Limited (the ''Irish Stock Exchange"") or other regulated markets for the purposes of the Directive 2004/39/EC or which arc to be offered to the public in any member state of the European Economic Area. The Company has requested that the Central Bank provides a certificate of approval and a copy of this prospectus to the FCA in the United Kingdom in connection with the Company's applications to the UK Listing Authority for all the Ordinary Shares to be admitted to listing on the premium listing segment of the Official List of the UK Listing Authority and to the London Stock Exchange pic (the "London Stock Exchange"') for all of its Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities.

This Prospectus has heen made available to the public in Ireland and the United Kingdom in accordance with Part 8 of the Prospectus Regulations by the same being made available, free of charge, in electronic form on the Company's website www .GreenProperty REITcom.

You should read this Prospectus in its entirety and in particular the risk factors set out in the section of this Prospectus headed "'Risk Factors··.

The Directors, whose names appear on page 39 of this Prospectus, and the Company, accept responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and contains no omission likely to affect the import of such information.

~~~GREEN V</ REJT PLC

Green REIT pic (Incorporated and registered in Ireland under the Irish Companies Acts with registered number 529378)

Issue of 309,600,000 Ordinary Shares of €0.10 each at a price of €1.00<1> per Ordinary Share

and Admission to the Official Lists of the Irish Stock Exchange and the UK Listing Authority

and to trading on the Irish Stock Exchange and the London Stock Exchange

Davy Joint Bookrunner, Joint UK Sponsor and

Irish Sponsor

In vestee

J.P. Morgan Cazenove Joint Bookrunner and Joint UK Sponsor

Co Lead Manager

( 1) Save in respect of issue of Ordinary Shares to GP Holdings pursuant to the Subscription Agreement which shall be at an Issue Price of €1.0375 per Ordinary Share.

Application has been made to (i} the Irish Stock Exchange for all of the Ordinary Shares to be admitted to listing on the primary listing segment of the Official List of the Irish Stock Exchange (the "Irish Official List""); (ii) the UK Listing Authority for all the Ordinary Shares to be admitted to listing on the premium listing segment of the Official List of the UK Listing Authority (the "UK Official List'" and together with the Irish Official List, the "Official Lists""); (iii) the Irish Stock Exchange Limited for all of the Ordinary Shares to be admitted to trading on its regulated market for listed securities; and (iv) to the London Stock Exchange for all of the Ordinary Shares to be admitted to trading on its main market for listed securities. Admission to the Official Lists, together with admission to trading on the regulated market of the Irish Stock Exchange and the main market of the London Stock Exchange, respectively, for listed securities constitutes admission to official listing on a stock exchange (the "Admission"). It is expected that such Admission will become effective and that dealings in the Ordinary Shares will commence on the Irish Stock Exchange and the London Stock Exchange at 8.00 a.m. on 18 July 2013.

Notice to Overseas Investors

The distribution of this Prospectus and issue of Ordinary Shares in certain jurisdictions other than Ireland and the United Kingdom may be restricted by law. No action has been taken by the Company to permit a public offering of Ordinary Shares or possession or distribution of this Prospectus (or any other offering or publicity materials relating to Ordinary Shares) in any other jurisdiction where action for that purpose may be required or doing so is restricted by law. Accordingly, neither this Prospectus nor any advertisement may be distributed or published in any other jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Prospectus comes arc required by the Company and the Joint Bookrunners to inform themselves about and obseiVc <my such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This Prospectus does not constitute or form part of an offer to sell, or the solicitation of an offer to buy or subscribe for, Ordinary Shares to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful. Further information on the restrictions to which the distribution of this Prospectus is subject is set out in paragraph 9 of Part XI (The Issue).

The Ordinary Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the securities laws of any state or other jurisdiction of the United States and, subject to certain exceptions, may not be offered or sold, directly or indirectly, within the United States or to, or for the account or benefit of, US Persons (as defined in RegulationS under the US Securities Act (''RegulationS")). The Company has not been, and will not be, registered under the US Investment Company Act of 1940. as amended (the "US Investment Company Act"), and investors will not be entitled to the benefits of that Act.

The Joint Bookrunners and any of their respective affiliates may arrange for the offer and sale of Ordinary Shares (i) in the United States only to persons reasonably believed to be qualified institutional buyers (each a "QIB") as defined in Rule 144A under the US Securities Act ("Rule 144A") that are also qualified purcha'"rs ("QPs") as defined in section 2(a)(51) of the US Investment Company Act and the related rules thereunder in reliance on Rule 144A or pursuant to another exemption from, or in a transaction not subject to, the registration requirement<; of the US Securities Act; and (ii) outside of the United States to persons who arc not US Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S. Prospective purchasers arc hereby notified that sellers of the Ordinary Shares may be relying on the exemption from the provisions of section 5 of the US Securities Act provided by Rule 144A. For a description of these and certain further restrictions on offers, sales and transfers of the Ordinary Shares and the distribution of this Prospectus, see paragraph 9 of Part XI (The Issue).

None of the US Securities and Exchange Commission, any other US federal or state securities commission or any US regulatory authority has npproved or disapproved of the Ordinary Shares offered by this Prospectus nor have such authorities reviewed or passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offence in the United States.

Until the expiry of 40 days after the commencement of the Placing, an offer or sale of Ordinary Shares within the United States by a dealer (whether or not it is participating in the Placing) may violate the registration requirements of the US Securities Act if such offer or sale is made othetwise than in accordance with an applicable exemption from registration under the US Securities Act. The Ordinary Shares are subject to selling and transfer restrictions in certain jurisdictions. Prospective purchasers should read the restrictions described in paragraph 9 of Part Xl (The Issue). Each purchaser of the Ordinary Shares will be deemed to have made the relevant representations described therein ·and in Part XVI (Tenns and Conditions of the Placing).

The Ordinary Shares have not been and will not be registered under the applicable securities Jaws of Australia, Canada, Japan, Switzerland or the Republic of South Africa. Accordingly, subject to certain exceptions (noted below), the Ordinary Shares may not be offered or sold in Australia, Canada, Japan, Switzerland or South Africa or to, or for the account or benefit of, any resident of Australia, Canada, Japan, Switzerland or South Africa.

NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY

NEITHER THE FACf THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES ANNOTATED, 1955, AS AMENDED ("RSA"), WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURI1Y IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF THE STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACf NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACfiON MEANS THAT THE SECRETARY OF STATE OF THE STATE OF NEW HAMPSHIRE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURI1Y OR TRANSACfiON. IT IS UNLAWFUL TO MAKE OR CAUSE TO BE MADE, TO ANY PROSPECfiVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

NOTICE TO PROSPECTIVE INVESTORS IN AUSTRALIA

This Prospectus has been prepared under the law and operating rules of a foreign market, namely Ireland and the United Kingdom. This Prospectus does not constitute a disclosure document under Part 60.2 of the Corporations Act 2001 of the Commonwealth of Australia (the "Australian Corporations Ad (Cth)") and has not been, and will not be, lodged with the Australian Securities and Investments Commission. Accordingly, this Prospectus does not necessarily contain all of the information a prospective investor would expect to be contained in a disclosure document in Australia or which he/she may

require to make an investment decision. The Company is not, and will not be, subject to the continuous disclosure requirements of the Australian Corporations Act.

The offer of Ordinary Shares under this Prospectus to investors in Australia will only be made to the extent that such offers do not need disclosure to investors under Part 6D.2 of the Australian Corporations Act. In particular, any person who receives an offer of Ordinary Shares under this Prospectus in Australia represent'\ and warrants to the Company and the Joint Bookrunners that they are a person who falls within an exemption from disclosure to investors provided by section 708 of the Australian Corporations Act, including a "sophisticated investor" within the meaning of section 708(8) of the Corporations Act, or a "professional investor'' within the meaning of section 708(11) of the Australian Corporations Act. Any offer of Ordinary Shares received in Australia is void to the extent that it needs disclosure to investors under the Australian Corporations Act.

Any person to whom Ordinary Shares arc issued or sold pursuant to an exemption provided by section 708 of the Australian Corporations Act must not, within 12 months after the issue. offer those Ordinary Shares for sale in Australia unless that offer is itself made pursuant to a disclosure document under Part 6D.2 of the Australian Corporations Act or is made in reliance on an exemption from the disclosure requirements provided by section 708 of the Australian Corporations Act.

Other Important Notices

Davy, which is authorised and regulated in Ireland by the Central Bank, is acting exclusively for the Company and no one else in connection with the Issue and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, for the contenL<t of this Prospectus or for providing any advice in relation to this Prospectus, the l!)suc or Admission. Apart from the responsibilities and liabilities, if any, which may be imposed by the Central Bank, the FCA or the FSMA, Davy, or any person affiliated with it, docs not accept any responsibility whatsoever and makes no representation or warranty, express or implied, in respect of the contents of this Prospectus including its accuracy or completeness or for any other statement made or purported to be made by any of them, or on behalf of them, in connection with the Company and nothing in this Prospectus is or shall be relied upon as a promise or representation in this respect, whether as to the past or future. In addition, Davy docs not accept responsibility for, nor authorise the contents of, this Prospectus or its issue, including without limitation, under section 41 of the Investment Funds, Companies and Miscellaneous Provisions Act 2005 (as amended) (the "2005 Act") or Regulation 31 of the Prospectus Regulations. Davy accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or othenvise (save as referred to above) which it might othetwise have to any person. other than the Company, in respect of this Prospectus.

J.P. Morgan Cazenove. which is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the FCA and· PRA, is acting exclusively for the Company and no one else in connection with the Issue and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, for the contents of this Prospectus or for providing any advice in relation to this Prospectus, the Issue or Admission. Apart from the responsibilities and liabilities, if any, which may be imposed by the Central Bank, the FCA or the FSMA, J.P. Morgan Cazenove, or any person affiliated with it, does not accept any responsibility whatsoever and makes no representation or warranty, express or implied, in respect of the contents of this Prospectus including its accuracy or completeness or for any other statement made or purported to be made by any of them, or on behalf of them, in connection with the Company and nothing in this Prospectus is or shall be relied upon as a promise or representation in this respect, whether as to the past or future. In addition, J.P. Morgan Cazenove docs not accept responsibility for, nor authorise the contents of, this Prospectus or its issue, including without limitation, under section 41 of the 2005 Act or Regulation 31 of the Prospectus Regulations. J.P. Morgan Cazenove accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) which it might othetwise have to any person, other than the Company, in respect of this Prospectus.

lnvestec, which is authorised and regulated in Ireland by the Central Bank, is acting exclusively for the Company and no one else in connection with the Issue and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, for the contents of this Prospectus or for providing any advice in relation to this Prospectus, the Issue or Admission. Apart from the responsibilities and liabilities, if any, which may be imposed by the Central Bank, the FCA or the FSMA, lnvestec, or any person affiliated with it, does not accept any responsibility whatsoever and makes no representation or warranty, express or implied, in respect of the contents of this Prospectus including its accuracy or completeness or for any other statement made or purported to be made by any of them, or on behalf of them, in connection with the Company and nothing in this Prospectus is or shall be relied upon as a promise or representation in this respect, whether as to the past or future. In addition, Investec does not accept responsibility for, nor authorise the contents of, this Prospectus or its issue, including without limitation, under section 41 of the 2005 Act or Regulation 31 of the Prospectus Regulations. Investec accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or othetwise (save as referred to above) which it might othetwise have to any person, other than the Company, in respect of this Prospectus.

No person has been authorised to give any information or make any representations other than those contained in this Prospectus and, if given or made, such information or representations must not be relied upon as having been authorised by the Company. Neither the publication of this Prospectus nor any subscription or sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this Prospectus or that the information in this Prospectus is correct as at any time subsequent to its date. The contents of this Prospectus should not be construed as legal, financial or tax advice. Each prospective investor should consult his, her or its own legal, financial or tax advisor for advice.

Certain terms used in this Prospectus, including certain technical and other items, are explained and defined in Part XVIII (Glossary of Technical Ji:nns) or Part XVII (Definitions), as the case may be.

PART 1:

PART II:

PART lll:

PART IV:

PART V:

PART VI:

TABLE OF CONTENTS

SUMMARY ................................................ .

RISK FACTORS ............................................ .

EX PEerED TIMETABLE ..................................... .

ISSUE STATISTICS .......................................... .

DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE, INVESTMENT MANAGER AND ADVISORS ..................... .

IMPORTANT INFORMATION ................................. .

2

17

37

38

39

41

PART VII: INFORMATION ON THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

PART VIII: GREEN PROPERTY REIT VENTURES AND THE INVESTMENT MANAGER AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

PART IX: DIRECTORS AND CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . 63

PART X: HISTORICAL FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . 70

PART XI: THE ISSUE................................................. 75

PART XII: IRISH REIT REGIME AND TAXATION INFORMATION . . . . . . . . . . . . . 81

PART XIII: CERTAIN ERISA CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93

PART XIV: ALTERNATIVE INVESTMENT FUND MANAGERS DIRECTIVE. . . . . . . 96

PART XV: ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98

PART XVI: TERMS AND CONDITIONS OF THE PLACING . . . . . . . . . . . . . . . . . . . . 128

PART XVII: DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 133

PART XVIll: GLOSSARY OF TECHNICAL TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145

ANNEX A: US INVESTOR'S LETTER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 146

PART 1: SUMMARY

Summaries are made up of disclosure requirements known as 'Elements'. These elements are numbered in Sections A-E (A.l-E.7).

This summary contains all the Elements required to be included in a summary for this type of securities and Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements.

Even though an Element may be required to be inserted in the summary because of the type of securities and Issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of 'not applicable'.

Section A-Introduction and warnings

A.I Introduction: THIS SUMMARY SHOULD BE READ AS AN INTRODUCTION TO THIS PROSPECTUS. ANY DECISION TO INVEST IN THE ORDINARY SHARES SHOULD BE BASED ON CONSIDERATION OF THE PROSPECTUS AS A WHOLE BY THE INVESTOR, INCLUDING IN PARTICULAR THE RISK FACTORS.

Where a claim relating to the information contained in this Prospectus is brought before a court, the plaintiff investor might, onder the national legislation of the member states of the European Union, have to bear the costs of translating this Prospectus before the legal proceedings are initiated.

Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus or it does not provide, when read together with other parts of the Prospectus, key information in order to aid investors when considering whether to invest in such securities.

A.2 Subsequent resale of Not applicable. The Company is not engaging any financial securities or final intermediaries for any resale of securities or final placement of placement of securities securities requiring a prospectus after publication of this document. through financial intermediaries:

Section B-lssuer

B. I Legal and commercial The legal and commercial name of the issuer is Green REIT pic. name:

B.2 Domicile and legal The Company is incorporated Ill Ireland with registered form: number 529378 as a public limited company under the Irish

Companies Acts and is domiciled in Ireland.

B.3 Key factors relating to The Company is a recently incorporated Irish property investment the nature of the company which will elect to become an Irish REIT on Admission. The issuer's current principal activity of the Company will be to acquire and hold operations and its investments in Irish real estate (primarily commercial real estate) with principal activities: a view to maximising shareholder returns.

By establishing the Company during the current cyclical weakness in the Irish real estate market, the Board believes the Company will give Shareholders the opportunity to take advantage of the re-pricing of assets that has occurred within the Company's target categories of investment properties. The Company will focus on investing in commercial real estate, including office, industrial and retail assets. At Admission, the Company will not own any properties and therefore does not have portfolio legacy issues that might otherwise dilute performance.

2

B.4a

B.S

8.6

A description of the most significant recent trends affecting the issuer and the industries in which it operates:

Group description:

Major shareholders:

Section B-Issuer

The latest data from the !PO Commercial Property Index for the first quarter of 2013 supports the Management Team's belief in a gradual improvement in performance of the Irish commercial property market with total returns increasing by 1.3% during that period (Source: IPD Commercial Property Index). The first quarter of 2013 has sustained a significant uplift in activity that was witnessed in the second half of 2012. The aggregate value of transactions for the first quarter of 2013 was approximately €342 million from 32 transactions. This is significantly higher than the first quarter of 2012 which recorded an aggregate transaction value of €17 million and is 32% higher than the fourth quarter of 2012 which recorded an aggregate transaction value of approximately €259 million. Prime city centre offices continue to be the core focus for the majority of investors, which is driven by an expectation of rental growth in the short-to-medium term. Offices accounted for 50% of all investment volumes followed by mixed-use (16%) and retail (14%) (Source: Jones Lang LaSalle Research 2013).

There have also been signs of improvements in certain parts of the occupier markets. Within the core Dublin central business district there arc signs of an increase in demand from potential tenants and a strengthening of prime Dublin office equivalent yields by 50 basis points during 2012 to 6.75% (Source: CBRE Research 2013). There was a gradual decline in the overall office vacancy rate in Dublin over the course of 2012 and into 2013, with the overall availability rate decreasing from 22.25% in the first quarter of 2012 to 17.97% in the first quarter of 2013 (Source: CBRE Research 2013). This was supported to some extent by a lack of new development with almost no speculative office development being completed during 2012 in Dublin. Office rents stabilised in the first quarter of 2013 following an average decline in rents of approximately 56% from a peak in 2007 with prime headline rents in the Dublin office market increasing during the quarter (Source: CBRE Research 2013).

This is not applicable; on Admission the Company will have no subsidiaries.

Under the Irish Companies Acts a public limited company is required to have a minimum of seven members and may not commence business until its issued share capital is at least €38,092.14. As at 12 July 2013 (being the latest practicable date prior to the issue of this Prospectus), GP Holdings holds 399,994 Ordinary Shares representing 99.9985% of the issued share capital of the Company. It is also the beneficial owner of the remaining six Ordinary Shares in issue (where each of the members of the Management Team (which includes Mr. Stephen Vernon, a Director of the Company) and Green Property Ventures Limited (which is majority-owned and controlled by members of the Management Team) is the registered holder of one such Ordinary Share). GP Holdings is majority-owned and controlled by members of the Management Team (other than Mr. Pat Gunne) and each member of the Management Team is also a director of GP Holdings. On Admission, each member of the Management Team and Green Property Ventures Limited will transfer the one Ordinary Share held by it (as nominee for GP Holdings) to GP Holdings for nil consideration.

On Admission, GP Holdings will hold (on its own behalf and on behalf of Mr. Pat Gunne) 10,000,000 Ordinary Shares, representing 3.2% of the issued share capital of the Company.

GP Holdings does not have any different voting rights to other Shareholders.

3

8.7

8.8

8.9

8.10

8.11

8.34

Historical key financial information:

Selected key pro forma financial information:

Profit forecast:

A description of the nature of any qualifications in the audit report on the historical financial information:

Qualified working capital:

Investment policy:

Section 8-Issuer

The Company is not aware of any persons who, directly or indirectly, jointly or severally, exercise or could exercise control over the Company as at, or immediately following, Admission.

Not applicable. This Prospectus contains limited historical financial information about the Company as the Company is recently incorporated and has a limited operating history.

Not applicable. This Prospectus does not contain pro forma financial information.

Not applicable. This Prospectus does not contain profit forecasts or estimates.

Not applicable. Except for limited balance sheet information, no audited historical financial statements have been made up as at the date of this Prospectus as the Company is recently incorporated.

Not applicable. In the opinion of the Company, taking into consideration the net proceeds to be received by the Company from the Issue, the working capital available to the Company is sufficient for the Company's present requirements and, in particular, is sufficient for at least the next 12 months from the date of this Prospectus.

The Board aims to assemble, through the services of the Investment Manager, a portfolio of freehold and long leasehold properties in Ireland, principally commercial properties in Dublin although investments in other urban centres within Ireland, including Cork, Galway and Limerick, may also be considered. The Company will focus on investing in commercial real estate, including office, industrial and retail assets.

The intention of the Management Team, who will manage the Company through the Investment Manager, is to focus on properties which require active management and which will fit with the Company's strategy of creating a real estate investment portfolio capable of paying dividends in line with requirements of the recently enacted Irish REIT Regime.

The Management Team intends to focus on creating both sustainable income and strong capital returns for the Company with a target Total Shareholder Return of 10% to 15% per annum (pre-taxation) when the Net Proceeds are fully invested_(!)

The Management Team may also consider property development or redevelopment opportunities but currently expects that this will form a limited component of the overall portfolio bearing in mind the principal focus of the Company on cash flow and dividend distribution. At any point in time, the aggregate development costs incurred in respect of assets under development at that time will not exceed 15% of the Company's most recently published NAV The Company also intends to refrain from disposing of any asset within the

(1) These are targets only and not profit forecasts. There can be no assurance that these targets can or will be met and they should not be seen as an indication of the Company's expected or actual results or returns. Accordingly investors should not place any reliance on these targets in deciding whether to invest in the Ordinary Shares. In addition, prior to making any investment decision prospective investors should carefully consider the risk factors described in Part II (Risk Factors) of the Prospectus.

4

8.36 Regulatory status:

Section B-Issuer

period of three years from completion of development of that asset where development costs exceed 30% of the market value of that asset at the date of commencement of the development, as to do so may cause the Company to incur a tax charge under the Irish REIT Regime. This tax liability becomes due on the profits received from any such disposal.

The Company will have the ability to enter into a variety of investment structures, including joint ventures, acquisitions of controlling interests or acquisitions of minority interests within the parameters stipulated in the Irish REIT Regime. There is no limit imposed on the proportion of the Company's portfolio that may be held through joint ventures, although the Board's current expectation is that no more than 50% of the Company's net equity investment would be in the form of joint venture investments.

Gearing

The Company will seck to use gearing to enhance Shareholder returns over the long-term. The level of gearing will be monitored carefully by the Board in light of the cost of borrowing and the Company will seck to use hedging where considered appropriate to mitigate interest rate risk. The Board currently intends that gearing, represented by the Company's aggregate borrowings as a percentage of the market value of the Company's total assets, will not exceed 35%. However the Board may modify the Company's gearing policy (including the level of gearing) from time to time in light of then-current economic conditions, relative costs of debt and equity capital, fair value of the Company's assets, growth and acquisition opportunities or other factors the Board deems appropriate. In any event, under the Irish REIT Regime, the Company is restricted to a REIT LTV ratio which does not exceed 50%.

Restrictions

Pursuant to the Irish REIT Regime, the Company will be required, among other things, to conduct a Property Rental Business consisting of at least three properties, with the market value of any one property being no more than 40% of the total market value of the properties in the Company's Property Rental Business. The Company will have a three year grace period from the date of becoming an Irish REIT by the end of which it must comply with these requirements. Once fully invested, the Company will have a greater degree of diversification within the portfolio than the minimum required under the Irish REIT Regime, and the Company's portfolio will consist of a minimum of five properties with no one property investment exceeding 30% of the Company's total assets (including cash) at the time of acquisition. Further, at least 75% of the Company's annual Aggregate Income will need to be derived from its Property Rental Business and at least 75% of the market value of its assets will need to relate to its Property Rental Business.

The Company is incorporated and operates under the Irish Companies Acts.

The Company is currently not subject to regulation by the Central Bank as a variable capital investment company pursuant to Part XIII of the Companies Act 1990, a unit trust pursuant to the Unit Trusts Act 1990 or as another form of regulated fund pursuant to any other collective investment scheme legislation in force in Ireland.

5

B.37

B.38

B.39

B.40

Typical investors:

Investment of 20 per cent. or more in a single underlying issuer or investment company:

Investment of 40 per cent. or more in another collective investment undertaking:

Applicant's service providers:

Section 8-Issuer

Based on the provisions of AIFMD it is considered by the Directors that the Company may be an AIF within the scope of AIFMD with effect from 22 July 2013. However, the Directors do not believe that the Company will be required under current law, to be authorised by the Central Bank as a regulated AIF.

The Company will elect to become an Irish REIT on Admission and will need to comply with certain on-going conditions and requirements in order to maintain Irish REIT status (including minimum distribution requirements).

The typical investors in the Company are expected to be institutional and sophisticated investors, and/or all types of private investors acting on the advice of their stockbroker or financial advisor, who are looking to allocate part of their investment portfolio to the Irish commercial real estate market, as well as specialised international real estate investors.

An investment in the Company is suitable only for investors who are capable of evaluating the risks and merits of such investment, who understand the potential risk of capital loss and that there may be limited liquidity in the underlying investments of the Company and in the Ordinary Shares, for whom an investment in the Ordinary Shares constitutes part of a diversified investment portfolio, who fully understand and are willing to assume the risks involved in investing in the Company and who have sufficient resources to bear any loss (which may be equal to the whole amount invested) which might result from such investment. Investors may wish to consult their stockbroker, bank manager, solicitor, accountant or other independent financial advisor before making an investment in the Company.

Not applicable. The Company will not invest 20% or more in a single underlying issuer or investment company.

Not applicable. The Company will not invest 40% or more in another collective investment undertaking.

Investment management arrangements

The Investment Manager Agreement has been entered into between the Company and the Investment Manager pursuant to which the Investment Manager has been appointed on an exclusive basis to acquire properties on behalf of the Company, to manage the Company's assets and properties on behalf of the Company, to provide or procure the provision of various accounting, administrative, registration, reporting, record keeping and other services to the Company and to act as the Company's agent in the performance of the services under, and the conduct of material contractual dealings pursuant to, and in accordance with, the Investment Manager Agreement (subject to certain reserved matters).

The Investment Manager Agreement provides that the Investment Manager shall be entitled to the Base Fee and the Performance Fee during the term of the Investment Manager Agreement. The Investment Manager shall also be entitled to additional fees to be agreed with the Company in respect of the provision of any additional agreed services.

6

Section B-lssner

Placing and Sponsor Agreement

The Company, the Directors, the Investment Manager, GP Holdings and the Joint Bookrunners have entered into the Placing and Sponsor Agreement pursuant to which the Joint Bookrunners have severally agreed, subject to certain conditions that are typical for an agreement of this nature (the last condition being Admission), to use their respective reasonable endeavours to procure subscribers for the Ordinary Shares under the Placing at the Issue Price. The Company has agreed to pay the Joint Bookrunners commissions equal to (i) 2.50% of the value of the Placing and LVS II Subscription Proceeds, if the Placing and LVS II Subscription Proceeds are less than or equal to €200 million, or (ii) 2.50% of the value of the first €200 million of the Placing and LVS II Subscription Proceeds and 2. 75% of the value of the excess of the Placing and LVS II Subscription Proceeds over and above €200 million, if the Placing and LVS II Subscription Proceeds are greater than €200 million, in either case such commissions to be paid to the Joint Bookrunners in equal proportions after deducting the fees payable to Davy in the amount of €250,000 and to Investec as described under "lnvestec Engagement Agreement" below.

lnvestec Engagement Agreement

The Company has entered into an agreement dated 12 July 2013 with Investec pursuant to which Investec has agreed to act as co-lead manager for the Company in respect of the Admission. The services that Investec shall provide include assisting Davy and J.P. Morgan Cazenove with roadshow management, investor presentations, market feedback and referring orders during the book build part of the Admission process. The fees for these services are €250,000; however, no fees are payable by the Company to Investec under such agreement in the event that Admission does not occur on or before 31 August 2013.

Cash Manager Agreement

The Company has appointed the Cash Manager as discretionary investment manager of some or all cash not yet invested by the Company in property assets or otherwise applied in respect of the Company's operating expenses entrusted from time to time by the Company for management by the Cash Manager pursuant to the terms and conditions of the Cash Manager Agreement with the aim of preserving the capital value of such assets. Subject to the Company providing the Cash Manager with reasonable notice when it requires the liquidation and/or transfer of a part of the entrusted assets in order to pursue the Company's investment policy, the Company has given the Cash Manager full discretionary authority to invest in various types of financial instruments including cash deposits, term deposits, depository bonds, fixed rate depository bonds, commercial paper, treasuries, bonds with short term to maturity and government securities as well as floating rate notes and other money market instruments.

For the services provided under the Cash Manager Agreement, the Company shall pay the Cash Manager an annual fee not exceeding 20 basis points of the cash value of the assets, determined in accordance with acceptable industry practice, entrusted to the Cash

7

B.41

B.42

Regulatory status of investment manager:

Calculation of Net Asset Value:

Section B-Issuer

Manager, charged and payable quarterly in arrears. The Company shall bear any costs or expenses properly incurred by the Cash Manager or any of its affiliates or delegates under the Cash Manager Agreement.

Registry seiVices

Pursuant to the Registrar Agreement, the Registrar has been appointed to act as the Company's registrar.

The Registrar is entitled to a one-off management fee in relation to its services in connection with the Issue and the creation of the share register of €1,000. The Registrar is also entitled to a fee of €2.25 per entry on the register per annum, subject to a minimum fee per annum of €4,000, and to additional fees for processing transfers, assisting at the Company's annual general meetings and other services. There is no maximum amount payable under the Registrar Agreement. The Registrar will also be entitled to certain out of pocket expenses.

Audit seiVices

KPMG will provide audit services to the Company. The annual report and accounts will be prepared in accordance with !FRS as adopted by the EU.

The fees charged by KPMG will depend on the services provided, computed, among other things, on the time spent by the auditor on the affairs of the Company. There is therefore no maximum amount payable under KPMG's engagement letter.

Company secretarial setvices

Mark Munro is the Company Secretary of the Company and will have the assistance of KPMG in respect of company secretarial services. The Company Secretary will be responsible for matters such as the filing of the Company's annual return and the maintenance of statutory registers. The fees charged by KPMG for their services will be based on the time spent by KPMG personnel in completing the tasks associated with the engagement. There is therefore no maximum amount payable under KPM G's engagement letter.

Investment Manager

Green Property REIT Ventures was incorporated in Ireland on 24 June 2013 under the Irish Companies Act (registered number 529378). It is currently not authorised or regulated.

If the Company is an AIF (whether a regulated or unregulated AIF), the Investment Manager, as the Company's external manager, will be required to be authorised by the Central Bank as an AIFM under AIFMD. In these circumstances, pursuant to certain transitional provisions under AIFMD which are expected to be implemented into Irish law, the Investment Manager will be required to comply with the provisions of AIFMD on a "best efforts" basis from 22 July 2013 and will have until 21 July 2014 to be authorised as an AIFM.

At the date of the Prospectus, the Company has not appointed a depositary. Upon the Investment Manager being authorised as the AIFM of the Company, it will be required to procure that the Company appoints a depositary in Ireland.

The NAY attributable to the Ordinary Shares will be published at the time of publication of the Company's interim and annual financial

8

Section B-Issuer

results through a Regulatory Information Service. The NAV will be based on the Company's real estate assets most recent valuations, as at 30 June and 31 December in each year, and calculated in accordance with !FRS as adopted by the EU.

Valuations of the Company's real estate assets will be made in accordance with the appropriate sections of the RICS Red Book at the date of valuation. This is an internationally accepted basis of real estate valuation. The valuations will be undertaken by a suitably qualified independent valuation firm or firms.

B.43 Cross liability: Not applicable; the Company is not an umbrella collective investment undertaking and as such there is no cross liability between classes or investment in another collective investment undertaking.

B.44 Key financial Not applicable; the Company is recently incorporated, has a limited information: operating history and, except for limited balance sheet information,

no financial statements have been made up as at the date of this Prospectus.

B.45 Portfolio: Not applicable; the Company is recently incorporated, has a limited operating history and does not hold any investment assets as at the date of this Prospectus.

B.46 Net asset value: Not applicable; the Company is recently incorporated, has a limited operating history and does not hold any investment assets as at the date of this Prospectus.

Section C-Securities

C. I Type and class of 310,000,000 Ordinary Shares of nominal value €0.10 each. security: The !SIN number of the Ordinary Shares will be IEOOBBR67J55.

There will be no application for any other class of shares of the Company to be admitted to listing or trading on any exchange.

C.2 Currency of the The Ordinary Shares will be denominated in euro. securities issue:

C.3 The number of shares On Admission, the Company will have in issue 310,000,000 fully paid issued: Ordinary Shares with a nominal value of €0.10 each, all of which will

be issued fully paid.

C.4 A description of the The Ordinary Shares will be issued credited as fully paid and will rank rights attached to the pari passu in all respects with each other and will rank in full for all securities: dividends and other distributions thereafter declared, made or paid in

respect of the Ordinary Shares.

c.s Restrictions on the Pursuant to the Articles, the directors of the Company may, on the free transferability of allotment and issue of any shares, impose restrictions on the transfer the securities: or disposal of such shares comprised in a particular allotment as may

be considered by the directors to be in the best interests of the shareholders as a whole.

In addition, the directors of the Company in their absolute discretion and without assigning any reason therefor may decline to register any transfer of a share which is not fully paid or any transfer to or by a minor or person with a mental disorder as defined by the Mental Health Act 2001, but this shall not prevent dealings in the shares from taking place on an open and proper basis.

9

Section C-Securities

The directors of the Company may decline to recognise any instrument of transfer unless:

(a) the instrument of transfer is accompanied by the certificate of the shares to which it relates and such other evidence as the directors may reasonably require to show the right of the transferor to make the transfer (save where the transferor is a stock exchange nominee);

(b) the instrument of transfer is in respect of one class of share only;

(c) the instrument of transfer is in favour of not more than four transferees;

(d) the instrument of transfer is lodged at the registered office of Company or at such place as the directors may appoint;

(e) they are satisfied that all applicable consents, authorisations, permissions or approvals of any governmental body or agency in Ireland or any other applicable jurisdiction required to be obtained under relevant law prior to such transfer have been obtained; and

(f) they are satisfied that the transfer would not violate the terms of any agreement to which the Company (or any of its subsidiaries) and the transferor are part or subject.

The directors of the Company may, under the Articles, refuse to register a transfer of any shares in the capital of the Company if the transfer is in favour of any person, as determined by the directors, to whom a sale or transfer of shares, or whose direct, indirect or beneficial ownership of shares, would or might (i) cause the Company to be required to register as an "investment company" under the US Investment Company Act (including because the holder of the shares is not a "qualified purchaser" as defined in the US Investment Company Act) or to lose an exemption or status thereunder to which it might otherwise be entitled; (ii) cause the Company to be required to register under the US Exchange Act or any similar legislation; (iii) cause the Company not to be considered a "foreign private issuer" as such term is defined in rule 3b-4(c) under the US Exchange Act; (iv) result in a person holding shares in violation of the transfer restrictions set forth in any offering memorandum published by the Company, from time to time; (v) result in any shares being owned, directly or indirectly, by Benefit Plan Investors or Controlling Persons other than, in the case of Benefit Plan Investors, shareholders that acquire shares on or prior to Admission with the written consent of the Company, and, in the case of Controlling Persons, shareholders that acquire the shares with the written consent of the Company; (vi) cause the assets of the Company to be considered "plan assets" under the Plan Asset Regulations; (vii) cause the Company to be a "controlled foreign corporation" for the purposes of the Code; (viii) result in Ordinary Shares being owned by a person whose giving, or deemed giving, of the representations as to ERISA and the Code set forth in the Articles is or is subsequently shown to be false or misleading; or (ix) otherwise result in the Company incurring a liability to taxation or suffering any pecuniary, fiscal, administrative or regulatory or similar disadvantage (any such person a "Non-Qualified Holder").

In addition, if it comes to the notice of the Company that any shares in the capital of the Company are owned directly, indirectly or beneficially by any Non-Qualified Holder, the board may,

10

C.6 Admission:

Section C-Sccurities

under the Articles, serve a notice upon such Non-Qualified Holder requiring such Non-Qualified Holder to transfer the shares to an eligible transferee within 14 days of such notice; and, if the obligation to transfer is not met, the Company may compulsorily transfer the shares, in a manner consistent with the restrictions set forth in the Articles.

If a Property Income Distribution is paid to a Substantial Shareholder and the Company has not taken reasonable steps to avoid doing so, the Company would become subject to an additional tax charge. The Articles include provisions m order to enable the Company to demonstrate to the Irish Revenue that it has taken reasonable steps to avoid paying a Property Income Distribution to a Substantial Shareholder. Among other matters, these provisions allow the directors of the Company to require the disposal of shares in the Company by giving notice in writing to the persons they believe are Relevant Registered Shareholders in respect of the relevant shares if (i) the directors believe such shares comprise all or part of a Substantial Shareholding of a Substantial Shareholder and are not satisfied that such a Substantial Shareholder would not be beneficially entitled to the Property Income Distribution if it were paid; or (ii) there has been a failure to comply with a notice given by the directors, to the persons they believe are Relevant Registered Shareholders in respect of the relevant shares, to the satisfaction of the directors within the period specified in such notice; or (iii) any information, certificate or declaration provided by any person in relation to shares in the Company for the purpose of the REIT provisions was materially inaccurate or misleading.

In addition to any other right or power of the Company under the Irish Companies Acts, under the Articles the directors of the Company may at any time give a Shareholder a notice requiring that Shareholder to notify the Company of his interest in any Ordinary Shares in the Company and where a Shareholder fails to comply with such notice or any notice served by the Company under the Irish Companies Acts, the directors of the Company may serve a further notice on the relevant Shareholder directing that. amongst other things, where the relevant Ordinary Shares represent at least 0.25% of the issued share capital of that class, save in specified circumstances, no transfer of any of such shares shall be registered.

The Placing of Ordinary Shares to persons located or resident in, or who are citizens of, or who have a registered address in, countries other than Ireland or the United Kingdom, and the holding of Ordinary Shares by such persons, may be affected by the law or regulatory requirements of the relevant jurisdiction, which may include restrictions on the free transferability of such Ordinary Shares. Investors in such jurisdictions should consult their own advisors prior to an investment in the Ordinary Shares.

Application has been made to (i) the Irish Stock Exchange for all of the Ordinary Shares to be admitted to the primary listing segment of the Official List of the Irish Stock Exchange; (ii) the UK Listing Authority for all of the Ordinary Shares to be admitted to the premium listing segment of the Official List of the UK Listing Authority; (iii) the Irish Stock Exchange for all of the Ordinary Shares to be admitted to trading on its regulated market for listed securities; and (iv) to the London Stock Exchange for all of the Ordinary Shares to be admitted to trading on its main market for listed securities.

11

C.7

D.l

Dividend policy:

Key information on the key risks that are specific to the issuer or its industry:

Section C-Sccurities

The Directors intend to maintain a dividend policy which has due regard to sustainable levels of dividend cover and reflects the Directors' view on the outlook for sustainable recurring earnings. Under the Irish REIT Regime, subject to having sufficient distributable reserves, the Company will be required to distribute to Shareholders at least 85% of the Property Income of its Property Rental Business for each accounting period. The Company intends to pay dividends when it is considered appropriate to do so by the Board. However, in accordance with the Irish REIT Regime, provided it has sufficient distributable reserves, the Company's first dividend must be paid by 23 March 2015.

Section D-Risks

Prior to investing in the Ordinary Shares, prospective investors should consider the risks associated therewith. The risks relating to the Company and/or its industry include the following:

- The Company is newly formed and has a limited operating history, and prospective investors in the Company will have limited data to assist them in evaluating the prospects of the Company and the related merits of an investment in the Ordinary Shares. ·

- The Company is to be externally managed and so the ability of the Company to achieve its investment objectives is significantly dependent upon the Investment Manager and the expertise of the Management Team. There can be no assurance that the Investment Manager will be successful in achieving the Company's investment objectives.

- The Investment Manager Agreement has an initial term of five years and upon expiry or termination of the Investment Manager Agreement (whether in accordance with its terms or otherwise) there is no assurance that an agreement with a new investment manager can be entered into on similar terms or on a timely basis and entry into an agreement with less favourable terms or a replacement of the Investment Manager may have a material adverse effect on the Company's financial condition, business, prospects and results of operations.

- Under current law the Directors do not believe that the Company will need to be authorised as a regulated AIF by the Central Bank. However, the current law may be amended to require the Company to be authorised as a regulated AIF by the Central Bank. There is therefore a risk that the Company will be brought within the scope of Irish collective investment scheme legislation. This could result, among other things, in the Company becoming subject to the Central Bank's AIF Rulebook and the requirements therein applicable to retail investor AIFs. These requirements are prescriptive in a number of respects and could materially restrict the Company and may significantly impair the Company's ability to achieve its investment objectives. In addition, there is a risk that although the Company may be required to be authorised by the Central Bank as a regulated AIF the Central Bank may refuse to do so in which case the Company could not continue its business and would have to be liquidated.

12

Section D-Risks

- The Central Bank may refuse to authorise the Investment Manager as an AIFM on the basis that the Investment Manager is unable to meet the requirements of AIFMD and as a consequence the Investment Manager will not be permitted to continue to manage the Company and a successor investment manager duly authorised as an AIFM would need to be appointed to perform these functions.

- The Company's performance will be subject to the conditions of the commercial property market in Ireland. Any deterioration in the Irish commercial property market, for whatever reason, could result in declines in market rents received by the Company, in occupancy rates for the Company's properties and in the carrying values of the Company's property assets (and the value at which it could dispose of such assets), any of which could have a material adverse effect on the Company's financial condition, business, prospects and results of operations.

- The Company is subject to inherent risks arising from general and sector specific economic conditions in Ireland and in other countries. The global financial system began to experience difficulties in mid-2007, uncertainty continues to surround the pace and scale of global economic recovery and conditions could deteriorate. Sovereign debt defaults and European Union and/or Eurozone exits could have a material adverse effect on the Company by, for example, impacting the availability of credit to the Company and causing uncertainty and disruption in relation to financing. Austerity and other measures introduced to limit or contain these issues may themselves lead to economic contraction and result in material adverse effects on the Company's financial condition, business, prospects and results of operation.

- Pending deployment of the Net Proceeds to acquire property investments, the Company intends for cash held to be invested by the Cash Manager in cash deposits, government securities and money market funds. There can be no assurance as to how long it will take for the Company to invest any or all of the Net Proceeds in commercial property and it may not find suitable commercial properties in which to invest all of the Net Proceeds.

- The Company expects to face competition from other property investors for the purchase of desirable properties and in seeking creditworthy tenants for acquired properties. The existence and extent of competition in the commercial property market competition may also have a material adverse effect on the Company's ability to secure tenants for properties it acquires at satisfactory rental rates.

- Revenues earned from, and the capital value and disposal value of, properties held by the Company and the Company's business may be materially adversely affected by a number of factors inherent in property management.

- The Company will rely on the expertise and experience of the Directors to supervise the management of the Company's affairs.

- The valuation of property and property-related assets is inherently subjective. To the extent valuations of the Company's properties do not fully reflect the value of the underlying properties this may have a material adverse effect on the Company's financial condition, business, prospects and results of operations.

13

0.3 Key information on the key risks that are specific to the securities:

Section D-Risks

- The Company will elect for Irish REIT status under the TCA on Admission but there is no guarantee that the Company will, following its election to become an Irish REIT, continue to maintain Irish REIT status (whether by reason of failure to satisfy the conditions for Irish REIT status or otherwise). If the Company's status as an Irish REIT were withdrawn it would then be subject to tax on the profits of its Property Rental Business and chargeable gains on disposal of property forming part of its Property Rental Business.

The risks relating to the Ordinary Shares include the following:

- The market price of the Ordinary Shares may not reflect the value of the underlying investments of the Company and may be subject to wide fluctuations in response to many factors. In addition, the market value of the Ordinary Shares may vary considerably from the Company's underlying Net Asset Value. There can be no assurance that Shareholders will receive back the amount of their investment in the Ordinary Shares.

- Pursuant to the Irish REIT Regime the Company will be required, subject to having sufficient distributable reserves, to distribute to Shareholders at least 85% of the Property Income of its Property Rental Business for each accounting period to maintain its status as an Irish REIT All dividends and other distributions paid by the Company will be made at the discretion of the Board and will be dependent on the availability of profits available for distribution and sufficient cash flow.

- A liquid market for the Ordinary Shares may fail to develop.

- Sales of Ordinary Shares by members of the Board, the Investment Manager, GP Holdings and/or the Management Team, or the possibility of such sales, may affect the market price of the Ordinary Shares and may make it more difficult for Shareholders to sell the Ordinary Shares at a time and price that they deem appropriate.

- The Company may become subject to an additional tax charge if it pays dividends to, or in respect of, a Substantial Shareholder. Consequently, the Articles contain provisions designed to avoid the situation where dividends may become payable to Substantial Shareholders. Accordingly, if a Shareholder is a Substantial Shareholder this would adversely affect that person's ability to receive dividends and may result in a requirement for all or some of the Ordinary Shares held by that person to be sold.

- Immediately following Admission, a number of Shareholders will have significant holdings of Ordinary Shares. It is possible that, in the future, other investors may have significant holdings of Ordinary Shares. The interests of any other significant investor may accordingly conflict with those of other Shareholders. Sales of Ordinary Shares or interests in Ordinary Shares by any significant investor could cause the market price of the Ordinary Shares to decline.

14

E.l

E.2a

E.3

E.4

The total net proceeds and an estimate of the total expenses of the issue:

Reasons for the issue, use of proceeds and estimated net amount of the proceeds:

A description of the terms and conditions of the issue:

A description of any interest that is material to the issue/offer including conflicting interests:

Section E-Offer

The estimated net proceeds receivable by the Company (after the deduction of commissions and other estimated fees and expenses payable by the Company and incurred in connection with the Issue of approximately €10.8 million) is €299,135,882.

The estimated net proceeds are as set out in E.! above. The Company's principal use of the Net Proceeds of the Issue will be to fund future real estate investments as well as to fund the Company's operating expenses consistent with the investment policy of the Company.

Not applicable; there is no public offer.

Davy and J.P. Morgan Cazenove have conditionally placed 269,031,000 Placing Shares at the Issue Price with certain institutional and qualified professional investors.

The Placing is conditional upon, among other things:

(a) the Placing and Sponsor Agreement having become unconditional in all respects and not having been terminated in accordance with its terms before Admission; and

(b) Admission occurring.

In addition, LVS II has entered into the LVS II Subscription Agreement with the Company pursuant to which it has agreed, conditional upon Admission occurring and the Placing and Sponsor Agreement not being terminated in accordance with its terms, to subscribe for 30,969,000 Ordinary Shares at the Issue Price (representing 9.99% of the issued share capital of the Company on Admission).

In conjunction with the Placing and the subscription of Ordinary Shares by LVS II, the Management Team will invest (indirectly through GP Holdings or, in the case of Mr. Pat Gunne, by GP Holdings on his behalf) approximately €9,960,000 conditional only on Admission.

Under the Irish Companies Acts a public limited company is required to have a minimum of seven members and may not commence business until its issued share capital is at least €38,092.14. As at 12 July 2013 (being the latest practicable date prior to the issue of this Prospectus), GP Holdings holds 399,994 Ordinary Shares representing 99.9985% of the issued share capital of the Company. It is also the beneficial owner of the remaining six Ordinary Shares in issue (with each of the members of the Management Team and Green Property Ventures Limited (which is majority-owned and controlled by members of the Management Team) being the registered holder of one such Ordinary Share). GP Holdings is majority-owned and controlled by members of the Management Team (other than Mr. Pat Gunne) and each member of the Management Team is also a director of GP Holdings. On Admission, each member of the Management Team and Green Property Ventures Limited will transfer the one Ordinary Share held by it (as nominee for GP Holdings) to GP Holdings for nil consideration.

On Admission GP Holdings will hold (on its own behalf and on behalf of Mr. Pat Gunne) 10,000,000 Ordinary Shares representing 3.2% of the issued share capital of the Company.

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Section E--Offer

In addition, LVS II has entered into the LYS II Subscription Agreement with the Company pursuant to which it has agreed, conditional upon Admission occurring and the Placing and Sponsors Agreement not being terminated in accordance with its terms, to subscribe for 30,969,000 Ordinary Shares at the Issue Price (representing 9.99% of the issued share capital of the Company on Admission).

E.S Name of the person or Save for the Company, there are no entities or persons offering to sell entity offering to sell Ordinary Shares. the securities and

The Company and GP Holdings (which is majority-owned and details of any lock-up

controlled by members of the Management Team (other than Mr. Pat agreements:

Gunnel) have agreed that, subject to certain customary exceptions, GP Holdings shall not sell any Ordinary Shares prior to the third anniversary of Admission.

The Performance Fee Shares to be issued to the Investment Manager shall be issued on the relevant Performance Fcc Due Date and one third of such Performance Fee Shares shall be subject to a lock-up period of 18 months, a further one third shall be subject to a lock-up period of 30 months and the remaining one third shall be subject to a lock-up period of 42 months during which times there shall be no disposal of the relevant portion of the Performance Fee Shares by the Investment Manager, unless a Lock-Up Termination Event occurs in which case the Investment Manager shall be free to dispose of the relevant portion or, as the case may be, all of the Performance Fee Shares in accordance with the Investment Manager Agreement. Any distributions or dividends attributable to Performance Fee Shares declared and paid during the lock-up period shall be paid to and for the benefit of the Investment Manager.

E.6 Dilution: Prior to Admission GP Holdings holds 100% of the beneficial interest in the Company and immediately following Admission it will hold (on its own behalf and on behalf of Mr. Pat Gunne) a total of 10,000,000 Ordinary Shares and 3.2% of the beneficial interest in the Company; the Issue will result in the combined beneficial interest of GP Holdings and Mr. Pat Gunne in the Company being diluted by 96.8%.

E.7 Estimated expenses Not applicable; no expenses will be charged to any investor by the charged to the investor Company in respect of the Issue. by the issuer:

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PART II: RISK FACTORS

Any investment in the Ordinary Shares is subject to a number of n·sks. Accordingly, prior to making any investment decision, prospective investors should carefully consider all the information contained in this Prospectus and, in particular, the risk factors described below.

This Prospectus also contains forward-looking statements that involve risks and uncertainties. See "Forward Looking Statements" in Part VI (Important Information) of this Prospectus. The Company's actual results could differ materially from those anticipated in these fonvard-looking statements as a result of certain factors, including the risks faced by the Company described below and elsewhere in this Prospectus.

Prospective investors should note that the risks relating to the Company, its indust1y (being the commercial real estate market in Ireland) and the Ordinary Shares summarised in the section of this Prospectus headed Part I (Summary) are the risks that the Directors believe to be the most essential to an assessment by a prospective investor of whether to consider an investment in the Ordinary Shares. However, as the risks which the Company faces relate to events and depend on circumstances that may or may not occur in the future, prospective investors should consider not only the information on the key risks summarised in the section of this Prospectus headed Part I (Summary) but also, among other things, the risks and uncertainties described below.

The Board considers the following risks to be material for prospective investors in the Company. However, the following is not an exhaustive list or explanation of all risks that prospective investors may face when making an investment in the Ordinary Shares and should be used as guidance only. Additional risks and uncertailllies not currently known to the Board, or that the Board currently deems immaterial, may also have an adverse effect on the Company's financial condition, business, prospects and/or results of operations. In such a case, the market price of Ordinary Shares could decline and investors may lose all or part of their investment. Investors should consider carefully whether an investment in the Ordinary Shares is suitable for them in light of the information in this Prospectus and their personal circumstances. If investors are in any doubt about any action they should take, they should consult a competent independent professional advisor who specialises in advising on the acquisition of listed securities. The order in which risks are presented is not necessari~y an indication of the likelihood of the risks actually materia/ising, of the potential significance of the risks or of the scope of any potential harm to the Company's financial condition, business, prospects and results of operations.

Prospective investors should read this section in conjunction with this entire Prospectus.

RISKS RELATING TO THE COMPANY'S BUSINESS

The Company is newly formed and has not yet made any investments

The Company was incorporated on 24 June 2013, has a limited operating history and, except for the limited balance sheet information in Part X (Historical Financial Infomwtion) of this Prospectus, docs not have any historical financial statements or other meaningful operating or financial data. It is therefore difficult to evaluate the probable future performance of the Company. The Company intends to invest primarily in the Dublin commercial property market but currently it neither owns any properties nor has it entered into any negotiations with respect to any investment opportunities and it will not do so until after Admission. As a consequence, as at Admission, prospective investors in the Company will have no opportunity to evaluate the terms of any potential investment opportunities, actual investments or financial data to assist them in evaluating the prospects of the Company and the related merits of an investment in the Ordinary Shares. Any investment in the Ordinary Shares is, therefore, subject to all of the risks and uncertainties associated with a new business, including the risk that the Company will not achieve its investment objectives and that the value of any investment made by the Company, and of the Ordinary Shares, could substantially decline.

The Company is reliant on the performance of the Investment Manager and the expertise of the Management Team

The Company's asset portfolio is to be externally managed and the Company will rely on the Investment Manager, and the experience, skill and judgment of the Management Team, in identifying, selecting and negotiating the acquisition of suitable investments. Furthermore, the Company will be dependent upon the Investment Manager's successful implementation of the Company's investment policy and investment strategies, and ultimately on its ability to create a property investment portfolio capable of generating attractive returns. There can be no assurance that the Investment Manager will be successful in achieving the Company's investment objectives.

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The ability of the Company to achieve its investment objectives is therefore significantly dependent upon the expertise of the Management Team. The departure for any reason of a member of the Management Team could have an adverse impact on the ability of the Investment Manager to achieve the investment objectives of the Company. Any member(s) of the Management Team could become unavailable due, for example, to death or incapacity, as well as due to resignation. In the event of such departure or unavailability of any member{s) of the Management Team, there can be no guarantee that the Investment Manager would be able to find and attract other individuals with similar levels of expertise and experience in the Irish commercial property market or similar relationships with commercial real estate lenders, property funds and other market participants in Ireland. The loss of any member of the Management Team could also result in lost business relationships and reputational damage and, in particular, if any member of the Management Team transfers to a competitor this could have a material adverse effect on the Company's competitive position within the Irish commercial real estate market. If alternative personnel are found, it may take time for the transition of those persons to the Investment Manager and the transition might be costly and ultimately might not be successful. The departure of any of the Management Team without timely and adequate replacement of such person{s) by the Investment Manager may have a material adverse effect on the Company's financial condition, business, prospects and results of operations.

The Investment Manager is also responsible for carrying out the day to day management and administration of the Company's affairs and. therefore, any disruption to the services of the Investment Manager (whether due to termination of the Investment Manager Agreement or otherwise) could cause a significant disruption to the Company's operations until a suitable replacement is found.

The Company is also dependent on the Investment Manager's ability to procure and maintain access to the asset management operation of Green Property (which includes approximately 40 full time property, financial and support staff as well as systems and other supporting functions) and to retain the services of the members of the Management Team (and any support staff to the extent it employs support staff directly). No contractual agreement has been put in place regarding access to the asset management operation of Green Property as of the date of this Prospectus and were Green Property unwilling or unable to continue to provide such access this would have a material adverse effect on the Company. As the Company and the Investment Manager will rely on the asset management operation of Green Property, the Company is also dependent on the ability of Green Property to attract and retain the services of suitable property, financial and support staff. Competition for skilled staff is intense. There may be regulatory changes that affect pay and bonus structures and that may have an adverse impact on Green Property's ability to recruit and retain staff and on the Investment Manager's ability to maintain access to the asset management operation of Green Property.

In addition, the Company has no control over the personnel of or used by the Investment Manager. If any such personnel were to do anything or be alleged to do anything that may be the subject of public criticism or other negative publicity or may lead to investigation, litigation or sanction, this may have an adverse impact on the Company by association, even if the criticism or publicity is factually inaccurate or unfounded and notwithstanding that the Company may have no involvement with, or control over, the relevant act or alleged act. Any damage to the reputation of the personnel of the Investment Manager could result in potential counterpartics and other third parties such as occupiers, landlords, joint venture partners, lenders or developers being unwilling to deal with the Investment Manager and/or the Company. This may have a material adverse effect on the ability of the Company to successfully pursue its investment strategy and may have a material adverse effect on the Company's financial condition, business, prospects and results of operations.

As the only assets of the Investment Manager will be any fees it receives under the Investment Manager Agreement, should the Company have any claims against the Investment Manager, the extent of its ability to recover damages will be limited. Although the Investment Manager will have insurance to cover such claims, claims may not be compensated under such insurance in full or at all.

The Investment Manager Agreement has an initial term of five years and thereafter shall continue for consecutive three year periods, unless terminated by either party in accordance with the terms further described in paragraph I 1.1 of Part XV (Additional lnfonnation ). There can be no guarantee that the Directors will continue to consider that the operation of the Investment Manager Agreement is in the best interest of the Company (whether as a result of changing market conditions, availability of alternative providers or otherwise). However, under the terms of the Investment Manager Agreement the Company is restricted in its ability to terminate the Investment Manager Agreement prior to the expiration of its initial term. Prior to expiration, the Company may tcm1inatc the Investment Manager Agreement only in limited

18

circumstances, including, among other things, if the Investment Manager is in breach of a material term of the Investment Manager Agreement and such breach, if capable of remedy, has either not been remedied or is not materially in the course of being remedied within thirty days of the defaulting party being notified of such breach. See paragraph 11.1 of Part XV (Additional Information) for details on the Company's termination rights under the Investment Manager Agreement.

There can be no assurance that the Investment Manager Agreement will be renewed at the end of the initial five year term or any subsequent three year term and furthermore in limited circumstances the Investment Manager may terminate the Investment Manager Agreement upon notice in writing to the Company. Upon expiry or termination (whether in accordance with its terms or otherwise) of the Investment Manager Agreement, there is no assurance that an agreement with a new investment manager can be entered into on similar terms or on a timely basis. Any entry into an agreement with less favourable terms or a replacement of the Investment Manager (whether on a timely basis or not) may have a material adverse effect on the Company's financial condition, business, prospects and results of operations.

Tlze past perfonnance of tlze Management Team is not a gnarantee of the future performance of the Company

The Investment Manager is wholly-owned and controlled by members of the Management Team and the Company is reliant on the Investment Manager to identify and manage prospective investments in order to create value for investors. This Prospectus includes certain information regarding the past performance of the Management 'learn in respect of other companies and ventures (including Green Property Investment Fund I pic and Green Property Ventures). The past performance of the Management Team is not indicative, or intended to be indicative, of the future performance or results of the Company for several reasons. The Investment Manager was incorporated on 24 June 2013 and, accordingly, does not have any historical financial statements or other meaningful operating, financial or other performance data. As a consequence, as at Admission, prospective investors in the Company have limited data to assist them in evaluating the prospective performance of the Investment Manager. The previous experience of the Management Team and companies and ventures advised and/or operated by members of the Management Team may not be directly comparable with the Company's proposed business. Differences between the circumstances of the Company and the circumstances under which the track record information in this Prospectus was generated include (but are not limited to) actual acquisitions and investments made, investment objectives, fee arrangements, structure (including for tax purposes), terms, leverage, performance targets, market conditions and investment horizons. All of these factors can affect returns and impact the usefulness of performance comparisons and, as a result, none of the historical information contained in this Prospectus is directly comparable to the Company's business or the returns which the Company may generate.

T/ze value of any properties that the Company acquires and tlze rental income tlzose properties produce will be subject to flue/nations in the Irish property market

The Company's performance will be subject to, among other things, the conditions of the commercial property market in Ireland, which will affect both the value of any properties that the Company acquires and the rental income those properties produce. The value of real estate in Ireland declined sharply starting in 2007 as a result of economic recession, the credit crisis and reduced confidence in global financial markets caused by the failure, or ncar-collapse, of a number of global financial institutions. From a June 2007 "peak" in Irish commercial property values to March 2013 there was a fall of approximately 66% according to !PO. Although there have been recent signs that Irish commercial property values have begun to recover, with yields in certain segments of the Irish commercial real estate market falling and consequently asset prices increasing in first quarter of 2013 (Source: !PO Commercial Property Index Ql 2013), there is no assurance that any recovery will continue or be sustainable. Irish property values could decline further and those declines could be substantial, particularly if the economy were to suffer a further recession. Further declines in the performance of the Irish economy or the Irish property market could have a negative impact on consumer spending, levels of employment, rental revenues and vacancy rates and, as a result, have a material adverse effect on the Company's financial condition, business, prospects and results of operations.

In addition to the general economic climate, the Irish commercial property market and prevailing rental rates may also be affected by factors such as an excess supply of properties, a fall in the general demand for rental property, reductions in tenants' and potential tenants' space requirements, the availability of credit and changes in laws and governmental regulations (both domestic and international), including those

19

governing real estate usage, zoning and taxes, all of which are outside of the Company's control, and may cause investors to revisit the attractiveness of holding property as an asset class.

These factors could also have a material effect on the Company's ability to maintain the occupancy levels of the properties it acquires through the execution of leases with new tenants and the renewal of leases with existing tenants, as well as its ability to increase rents over the longer term. In particular, non-renewal of leases or early termination by significant tenants in the Company's property portfolio (once acquired) could materially adversely affect the Company's net rental income. If the Company's net rental income declines, it would have less cash available to service and repay its indebtedness or make distributions to Shareholders and additionally the value of its properties could further decline. In addition, significant expenditures associated with a property. such as taxes, service charges and maintenance costs, arc generally not reduced in proportion to any decline in rental revenue from that property. If rental revenue from a property declines while the related costs do not decline, the Company's income and cash receipts could be materially adversely affected.

Any deterioration in the Irish commercial property market, for whatever reason, could result in declines in market rents received by the Company, in occupancy rates for the Company's properties and in the carrying values of the Company's property assets (and the value at which it could dispose of such assets). A decline in the carrying value of the Company's property assets may also weaken the Company's ability to obtain financing for new investments. Any of the above may have a material adverse effect on the Company's financial condition, business, prospects and results of operations.

Adverse developments in general economic conditions in Ireland and elsewhere and concerns regarding instability of the Eurozone may adversely affect the Company

The Company is subject to inherent risks arising from general and sector specific economic conditions both in Ireland and in other countries. The global financial system began to experience difficulties in mid-2007. This resulted in severe dislocation of financial markets around the world, significant declines in the values of nearly all asset classes and unprecedented levels of illiquidity in capital markets. Uncertainty continues to surround the pace and scale of economic recovery, both in Ireland and globally. and conditions could deteriorate. Continuation or worsening of current strained global economic conditions and the volatility of internal markets could affect the Company. The precise nature of all the risks and uncertainties the Company faces as a result of the Irish and global economic outlook is difficult to predict, in view of uncertainty regarding the scale and pace of economic recovery. Consequential adverse effects could be manifested by any, all or a combination of: lack of available credit, reducing property values, decreasing rental values, difficulties in selling properties at acceptable values or at all and tenant defaults.

Speculation regarding the creditworthiness of the sovereign debt of various Eurozonc countries, including Ireland, and various related events (including proposals for investors to incur write-downs on the face value of Greek sovereign debt, a number of ratings downgrades of the sovereign credit ratings for Ireland since early 2009 and the taking of significant steps by the Irish government to support or recapitalise all domestic Irish banks and building societies) have given rise to concerns that sovereign debtors might default and that one or more countries might leave the European Union and/or the Eurozone, despite efforts to support affected countries and the Euro as a currency. The outcome of this situation remains unclear. Sovereign debt defaults and European Union and/or Eurozone exits (whether involving Ireland or other countries) could have a material adverse effect on the Company by, for example, impacting the availability of credit to the Company and causing uncertainty and disruption in relation to financing. Austerity and other measures (including, but not limited to currency redenomination or the reintroduction of exchange controls) introduced to limit, or to contain these issues, whether in Ireland or elsewhere, may themselves lead to economic contraction and result in adverse effects on the Company's financial condition, business, prospects and results of operations.

Delays in the deployment of the proceeds of the Issue (including due to delays in locating and/or acquiring suitabk investments) may have a material adverse effect on the Company's financial condition, business, prospects and results of operations

The Board aims to assemble, through the services of the Investment Manager, a portfolio of freehold and long leasehold properties in Ireland, principally commercial properties in Dublin although it may also consider investing in other urban centres within Ireland, including Cork. Galway and Limerick. At the date of this Prospectus, the Company owns no properties and, pending deployment of the Net Proceeds to acquire property investments, it intends for cash held to be invested in cash deposits, government securities

20

and money market funds. The Company does not expect to earn a significant amount of income on these temporary investments.

There can be no assurance as to how long it will take for the Company to invest any or all of the Net Proceeds in property and it may not find suitable properties in which to invest all of the Net Proceeds. The Company is likely to face competition from a variety of other potential purchasers in identifying and acquiring suitable properties. The longer the period before investment the greater the likelihood that the Company's financial condition, business, prospects and results of operations, and its ability to make distributions to Shareholders, will be materially adversely affected.

Market conditions may have a negative impact on the Company's ability to identify and execute investments in suitable assets that generate acceptable returns. As was evident during the recent market downturn, market conditions have had a significant negative impact on the availability of credit. property pricing and liquidity levels. Lenders have also tightened their lending criteria, lending lower multiples of income and increasing gearing restrictions. Furthermore, locating suitable properties, conducting due diligence, negotiating acceptable purchase contracts and ultimately completing the purchase of a property typically require a significant amount of time. The Company may face delays in locating and acquiring suitable investments (resulting in exposure to a risk of increasing property prices) and, once the properties are identified, there could also be delays in completing the purchases, including delays in obtaining any necessary approvals. Necessary approvals may be refused, or granted only on onerous terms, and any such refusals, or the imposition of onerous terms, may result in an investment not proceeding as originally intended and could result in significant costs associated with aborting the transaction being incurred by the Company.

Moreover, in the event the Company invests in properties through joint ventures (which could include joint ventures with sellers of properties), it will need to negotiate suitable arrangements with each of its proposed investment partners, which may also prove to be time-consuming or could restrict the Company's ability to act quickly or unilaterally. The Company's inability to select and invest, alone or as co-owner, in properties on a timely basis may have a material adverse effect on the Company's financial condition, business, prospects and results of operations and may delay or limit distributions to Shareholders by the Company.

Furthermore, if the Company disposes of a property that is part of its Property Rental Business or raises cash from the issue of ordinary share capital, and the Company holds those proceeds, any profits arising from the investment of such proceeds. other than in property for the Property Rental Business, shall be treated as Property Profits during the period of 24 months from the date of disposal, or the date of the issue of the ordinary share capital (as appropriate) and as not being Property Profits thereafter. Where funds raised from the issue of ordinary share capital or the proceeds of a disposal are held at any time after that date, they will be treated as being assets of the Residual Business and therefore any income or gains they generate may be subject to tax.

Competition may affect the ability of the Company to make appropriate investments and to secure tenallls at satisfactory rental rates

The Company expects to face competition from other property investors for the purchase of desirable properties and in seeking creditworthy tenants for acquired properties. Competitors include not only regional Irish investors and real estate developers with in-depth knowledge of the local markets, but also other property portfolio companies, including funds that invest nationally and internationally, institutional investors and foreign investors. Competitors may have greater financial resources than the Company and a greater ability to borrow funds to acquire properties, and may have the ability or inclination to acquire properties at a higher price or on terms less favourable than those the Company may be prepared to accept. Competition in the commercial property market may also lead to an over-supply of commercial properties through over-development or prices for existing properties being driven up through competing bids by potential purchasers. Furthermore, the number of entities and the amount of funds competing for suitable properties may increase. There can be no assurance that the Company will be successful in identifying or acquiring suitable investment opportunities. The existence and extent of competition in the commercial property market may also have a material adverse effect on the Company's ability to secure tenants for properties it acquires at satisfactory rental rates and on a timely basis and to subsequently retain such tenants. Competition may cause difficulty in achieving rents in line with the Company's expectations and may result in increased pressure to offer new and renewing tenants financial and other incentives. Any inability by the Company to compete effectively against other property investors or to

21

effectively manage the risks related to competition may have a material adverse effect on the Company's financial condition, business, prospects and results of operations.

The Company's business may be materially adversely affected by a number of factors inherent in property management

Revenues earned from, and the capital value and disposal value of, properties held by the Company and the Company's business may be materially adversely affected by a number of factors inherent in property management, including, but not limited to:

decreased demand by potential tenants for properties;

• material declines in rental values;

inability to recover operating costs such as local taxes and service charges on vacant space;

exposure to the creditworthiness of tenants which could result in delays in receipt of rental and other contractual payments, inability to collect such payments at all including the risk of tenants defaulting on their obligations and seeking the protection of bankruptcy laws, the re-negotiation of tenant leases on terms less favourable to the Company, or the termination of tenant leases;

defaults by a number of tenants with material rental obligations (including pre-let obligations) or a default by a significant tenant at a specific property that may hinder or delay the sale or re-letting of such property;

material litigation with tenants;

material expenses in relation to the construction of new tenant improvements and re-letting a relevant property, including the provision of financial inducements to new tenants such as rent free periods;

reduced access to financing for tenants, thereby limiting their ability to alter existing operations or to undertake expansion plans; and

increases in operating and other expenses or cash needs without a corresponding increase in turnover or tenant reimbursements, including as a result of increases in the rate of inflation in excess of rental growth, property taxes or statutory charges or insurance premiums, costs associated with tenant vacancies and unforeseen capital expenditure affecting properties which cannot be recovered from tenants.

If the Company's revenues earned from tenants or the value of its properties arc adversely impacted by the above or other factors, the Company's financial condition, business, prospects and results of operations may be materially adversely affected.

The Company is reliant on the performance and retention of the members of the Board

The Company will rely on the expertise and experience of the Directors to supervise the management of the Company's affairs. Although, pursuant to the Investment Manager Agreement, the Investment Manager will manage the Company's property portfolio, certain reserved matters require the consent of the Board, including, among other things, all acquisitions or disposals of property investments above certain thresholds, financing and hedging arrangements above certain thresholds and entry into joint venture agreements to acquire any property investment. The performance of the Directors and their retention on the Board are, therefore, significant factors in the Company's ability to achieve its investment objectives. The Directors' involvement with the Company will be on a part time, not full time basis, and if there is any material disruption to the Investment Manager's performance of its services, the Directors may not have sufficient time or experience to manage the Company's business until a new investment manager is appointed. In addition, there can be no assurance as to the continued service of such individuals as directors of the Company. The departure of any of these individuals from the Company without timely and adequate replacement may have a material adverse effect on the Company's financial condition, business, prospects and results of operations.

Property valuation is inherently subjective and uncertain

The success of the Company depends significantly on the ability of the Company and the Investment Manager to assess the values of properties, both at the time of acquisition and the time of disposal. Valuations of the Company's property assets will also have a significant effect on the Company's financial

22

standing on an on-going basis and on its ability to obtain financing. The valuation of property and property-related assets is inherently subjective, in part because all property valuations are made on the basis of assumptions which may not prove to be accurate (particularly in periods of volatility or low transaction flow in the commercial real estate market), and in part because of the individual nature of each property.

In determining the value of properties, the valuers arc required to make assumptions in respect of matters including, but not limited to, the existence of willing sellers in uncertain market conditions, title, condition of structure and services, deleterious materials, plant and machinery and goodwill, environmental matters, statutory requirements and planning, expected future rental revenues from the property and other information. Such assumptions may prove to be inaccurate. Incorrect assumptions underlying the valuation reports could negatively affect the value of any property assets the Company acquires and thereby have a material adverse effect on the Company's financial condition. This is particularly so in periods of volatility or when there is limited real estate transactional data against which property valuations can be benchmarkcd. There can also be no assurance that these valuations will be reflected in the actual transaction prices, even where any such transactions occur shortly after the relevant valuation date, or that the estimated yield and annual rental income will prove to be attainable.

The Company may invest in properties through investments in various property-owning vehicles, and may in the future utilise a variety of investment structures for the purpose of investing in properties, such as joint ventures. Where a property or an interest in a property is acquired through another company or an investment structure, the value of the entity or investment structure may not be the same as the value of the underlying property due, for example, to tax, environmental, contingent, contractual or other liabilities, or structural considerations. As a result, there can be no assurance that the value of investments made through those structures will fully reflect the value of the underlying property.

To the extent valuations of the Company's properties do not fully reflect the value of the underlying properties, whether due to the above factors or otherwise, this may have a material adverse effect on the Company's financial condition, business, prospects and results of operations.

The Company's investments will be concentrated in the Irish commercial property market and the Company will therefore have greater exposure to political, economic and other factors affecting the Irish market than more diversified businesses

The Company intends that its investment portfolio will consist primarily of direct or indirect interests in commercial property assets in Ireland, the majority of which are expected to be located in Dublin. This means the Company will have a significant geographic concentration risk relating to the Irish commercial property market, particularly in Dublin, and an investment in Ordinary Shares may therefore be subject to greater risk than investments in companies with more geographically diversified portfolios. Accordingly, the Company's performance may be significantly affected by events beyond its control impacting Ireland, and the Irish commercial property market in particular, such as a further general downturn in the Irish or global economy, changing demand for commercial property in Ireland, changing supply within a particular geographic location, the attractiveness of property relative to other investment choices, changes in domestic and/or international regulatory requirements and applicable laws and regulations (including in relation to taxation and land use), Ireland's attractiveness as a foreign direct investment destination, political conditions, the condition of financial markets, the availability of credit, the financial condition of tenants, interest rate and inflation rate fluctuations, higher accounting and control expenses and other developments. If Ireland's status as a global business destination were damaged or diminished, tenant demand for commercial office space in Ireland could decrease. Any of these events could reduce the rental and/or capital values of the Company's property assets and/or the ability of the Company to acquire or dispose of properties and to secure or retain tenants on acceptable terms and, consequently, may have a material adverse effect on the Company's financial condition, business, prospects and results of operations. In addition, significant concentration of investments in the Irish real estate market (and/or any particular sector within that market) may result in greater volatility in the value of the Company's investments and consequently its Net Asset Value and any downturn in such markets may have a material adverse effect on the Company's financial condition, business, prospects and results of operations.

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There may be circumstances where the Investment Manager and/or members of the Managemmt Team has/have a conflict of interest

There may be circumstances in which the Investment Manager and/or members of the Management Team has or have, directly or indirectly, a material interest in a transaction being considered by the Company or a conflict of interest with the Company. Pursuant to the Investment Manager Agreement, the Investment Manager has agreed that, during the term of the Investment Manager Agreement, it will not, and it will procure that none of its group companies (if any) and no Investment Manager Affiliate will (i) acquire or invest in property in Ireland which is within the parameters of the investment policy and the investment strategy of the Company set out in this Prospectus and any amendments thereto or (ii) act as investment manager, investment adviser or agent, or provide administration, investment management or other services, for any person, entity, body corporate or client other than the Company, subject to limited exceptions. For more information on these exceptions and the aforementioned undertakings, sec paragraph 11.1 of Part XV (Additional Information).

Additionally, each of the members of the Management Team has provided an undertaking to the Company that if he or a body corporate or other person or entity that is controlled by him (alone or together with any other shareholder of an Investment Manager Affiliate) intends to participate in a Relevant Opportunity, he will first present the Relevant Opportunity to the Company. However, this undertaking would cease to be in effect upon the occurrence of certain events, including the termination of the Investment Manager Agreement or the relevant member of the Management Team ceasing to be directly or indirectly beneficially interested in any shares or other ownership interests in any Investment Manager Affiliate. See paragraph 11.1 of Part XV (Additional Information) for further information on the undertakings of the Management Team and the conditions that apply to these undertakings.

The Investment Manager is wholly-owned and controlled by members of the Management Team, which includes Mr. Stephen Vernon.

In addition, members of the Management Team and the support staff available to the Investment Manager may have conflicts of interest in allocating their time and activity between the Investment Manager and other entities which they are currently involved with. Pursuant to the Investment Manager Agreement, the Investment Manager is to ensure that Stephen Vernon and Pat Gunne devote such time to the supervision and performance of the obligations of the Investment Manager under the Investment Manager Agreement as is necessary to enable the Investment Manager to comply with its obligations under the Investment Manager Agreement. For further information on the Investment Manager Agreement see paragraph 11. I of Part XV (Additional Information).

The arrangements among the Company and the Investment Manager were negotiated in the context of an affiliated relntionship and may contain terms that are less favourable to the Company than those which otherwise might have been obtained from unrelated parties

The Investment Manager Agreement and the Company's internal policies and procedures for dealing with the Investment Manager were negotiated in the context of the Company's formation and the Issue by persons who were, at the time of negotiation, members of the Management Team and affiliates of the Investment Manager and one another. Because these arrangements were negotiated between affiliated parties, their terms, including terms relating to fees, performance criteria, contractual or fiduciary duties, conflicts of interest and limitations on liability, indemnification and termination, may be less favourable to the Company than otherwise might have resulted if the negotiations had involved unrelated parties from the outset.

There may be circumstances where Directors have a conflict of interest

There may be circumstances in which a Director has, directly or indirectly, a material interest in a transaction being considered by the Company or a conflict of interests with the Company. Any of the Directors and/or any person connected with them may from time to time act as director, investor or be otherwise involved in other investment vehicles (including vehicles that may have investment strategies similar to the Company's) which may also be purchased or sold by the Company, subject at all times to the provisions governing such conflicts of interest both in law and in the Articles. Mr. Stephen Vernon, who is a director of the Company, is also a director of the Investment Manager. Although procedures have been put in place to manage conflicts of interest, it is possible that any of the Directors and/or their connected persons may have potential conflicts of interest with the Company.

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For further information on conflicts of interests see paragraph 2 of Part IX (Directors and Corporate Governance).

Reputational risk in relation to the Board may materially adversely affect the Company

The Board may be exposed to rcputational risks. In particular, litigation, allegations of misconduct or operational failures by, or other negative publicity and press speculation involving any of the Directors, whether or not accurate, will harm the reputation of the relevant Director. Any damage to the reputation of any of the Directors could result in potential counterpartics and other third parties such as occupiers, landlords, joint venture partners, lenders or developers being unwilling to deal with the Company. This may have a material adverse effect on the ability of the Company to successfully pursue its investment strategy and may have a material adverse effect on the Company's financial condition, business, prospects and results of operations.

Any costs a.uociated with potential investments that do not proceed to completion will tiffect the Company's performance

The Company will need to identify suitable investment opportunities, investigate and pursue such opportunities and negotiate property acquisitions on suitable terms, all of which require significant expenditure prior to consummation of the acquisitions. The Company expects to incur certain third party costs, including in connection with financing, valuations and professional services associated with the sourcing and analysis of suitable assets. There can be no assurance as to the level of such costs and, given that there can be no guarantee that the Company will be successful in its negotiations to acquire any given property, the greater the number of potential investments that do not reach completion, the greater the likely adverse impact of such costs on the Company's financial condition, business, prospects and results of operations.

11re Company's due diligence may not identify all risks and liabilities in respect of an acquisition

Prior to entering into an agreement to acquire any property, the Investment Manager, on behalf of the Company will perform due diligence on the proposed investment. In doing so, it would typically rely in part on third parties to conduct a significant portion of this due diligence (including providing legal reports on title and property valuations). There can be no assurance, however; that due diligence examinations carried out by the Company or third parties in connection with any properties the Company may acquire will reveal all of the risks associated with that property, or the full extent of such risks. Properties the Company acquires may be subject to hidden material defects that were not apparent at the time of acquisition. To the extent that the Investment Manager or other third parties underestimate or fail to identify risks and liabilities associated with an investment, the Company may be subject to one or more of the following risks:

defects in title;

environmental, structural or operational defects or liabilities requiring remediation and/or not covered by indemnities or insurance;

an inability to obtain permits enabling it to use the property as intended; or

acquiring properties that arc not consistent with the Company's investment strategy or that fail to perform in accordance with expectations.

Any of these consequences of a due diligence failure may have a material adverse effect on the Company's financial condition, business, prospects and results of operations.

Changes in laws and regulations may have a material adverse effect on the Company's financial condition, business, prospects and results of operations

The Company's operations must comply with laws and governmental regulations (whether domestic or international (including in the EU)) which relate to, among other things, property, land usc, development, zoning, health and safety requirements and environmental compliance. These laws and regulations often provide broad discretion to the administering authorities. Additionally, all of these laws and regulations arc subject to change, which may be retrospective, and changes in regulations could adversely affect existing planning consents, costs of property ownership, the capital value of the Company's assets and the rental income arising from the Company's property portfolio. Such changes may also adversely affect the

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Company's ability to use a property as intended and could cause the Company to incur increased capital expenditure or running costs to ensure compliance with the new applicable laws or regulation which may not be recoverable from tenants. The occurrence of any of these events may have a material adverse effect on the Company's financial condition, business, prospects and results of operations.

The Company may not acquire 100% control of investments ond may therefore be subject to the risks associated with joint venture investments

Pursuant to the Company's investment strategy, the Company may enter into a variety of investment structures in which the Company acquires less than a 100% interest in a particular asset or entity and the remaining ownership interest is held by one or more third parties. These joint venture arrangements may expose the Company to the risk that:

co-owners become insolvent or bankrupt, or fail to fund their share of any capital contribution which might be required, which may result in the Company having to pay the co-owner's share or risk losing the investment;

co-owners have economic or other interests that arc inconsistent with the Company's interests and arc in a position to take or influence actions contrary to the Company's interests and plans (for example, in implementing active asset management measures), which may create impasses on decisions and affect the Company's ability to implement its strategies and/or dispose of the asset or entity;

disputes develop between the Company and co-owners, with any litigation or arbitration resulting from any such disputes increasing the Company's expenses and distracting the Board and/or the Investment Manager from their other managerial tasks;

co-owners do not have enough liquid assets to make cash advances that may be required in order to fund operations, maintenance and other expenses related to the property, which could result in the loss of current or prospective tenants and may otherwise adversely affect the operation and maintenance of the property;

a co-owner breaches agreements related to the property, which may cause a default under such agreements and result in liability for the Company;

the Company may, in certain circumstances, be liable for the actions of co-owners; and

a default by a co-owner constitutes a default under mortgage loan financing documents relating to the investment, which could result in a foreclosure and the loss of all or a substantial portion of the investment made by the Company.

Any of the foregoing may have a material adverse effect on the Company's financial condition, business, prospects and results of operations.

The Company may be subject to liability following the disposal of investments

The Company may be exposed to future liabilities and/or obligations with respect to the properties that it sells. The Company may be required or may consider it prudent to set aside provisions for warranty claims or contingent liabilities in respect of property disposals. The Company may be required to pay damages (including but not limited to litigation costs) to a purchaser to the extent that any representations or warranties given to a purchaser prove to be inaccurate or to the extent that the Company breaches any of its covenants or obligations contained in the disposal documentation. In certain circumstances, it is possible that representations and warranties incorrectly given could give rise to a right by the purchaser to unwind the contract in addition to the payment of damages. Further, the Company may become involved in disputes or litigation in connection with such disposed investments. Certain obligations and liabilities associated with the ownership of investments can also continue to exist notwithstanding any disposal, such as certain environmental liabilities. Any claims, litigation or continuing obligations in connection with the disposal of any properties may subject the Company to unanticipated costs and may require the Management Team to devote considerable time to dealing with them. As a result, any such claims, litigation or obligations may have a material adverse effect on the Company's financial condition, business, prospects and results of operations.

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The Company's investment strategy includes the use of gearing, which exposes the Company to risks associated with borrowings

The real estate investment business is highly capital intensive. The Company's strategy is to fund the acquisition of investments, in part, through borrowings (within the limitation of the Irish REIT Regime, whereby, in order to maintain its REIT status, an Irish REIT is not permitted to incur debt which exceeds an amount equal to 50% of the aggregate market value of its assets).

Since the middle of 2007, domestic and international financial markets have experienced significant disruptions that have been driven by failures in the banking system. These disruptions have severely impacted the availability of, and the terms applicable to, credit and have contributed to rising costs associated with obtaining credit. There can be no guarantee that the Company will be able to obtain the credit it may need on acceptable terms which could adversely affect its ability to achieve its investment strategy. If the Company is unable to obtain credit, it may seek additional capital through the issuance of debt or equity securities to fund further acquisitions.

To the extent the Company incurs a substantial level of indebtedness, this could reduce the Company's financial flexibility and cash available to pay dividends to shareholders due to the need to service its debt obligations. Prior to agreeing the terms of any debt financing, the Company expects to comprehensively consider its potential debt servicing costs and all relevant financial and operating covenants and other restrictions, including restrictions that might limit the Company's ability to make distributions to Shareholders in the light of cash flow projections. However, if certain extraordinary or unforeseen events occur, including breach of financial covenants, the Company's borrowings and any hedging arrangements that they may have entered into may be repayable prior to the date on which they arc scheduled for repayment or could otherwise become subject to early termination. If the Company is required to repay borrowings early, it may be forced to sell assets when it would not otherwise choose to do so in order to make the payments and it may be subject to pre-payment penalties.

In addition, in the event that the rental income of the Company's portfolio falls (for example, due to tenant defaults), the use of borrowings will increase the impact of such a fall on the net income of the Company and accordingly, will have an adverse effect on the Company's ability to pay dividends to Shareholders. Moreover, in circumstances where the value of the Company's assets is declining, the use of borrowings by the Company may depress its Net Asset Value.

The Company may also find it difficult or costly to refinance indebtedness as it matures, and if interest rates arc higher when the indebtedness is refinanced, the Company's costs could increase.

Any of the foregoing events may have a material adverse effect on the Company's financial condition, business, prospects, results of operations and ability to make distributions to Shareholders.

If the Company incurs floating rate debt it will be exposed to risks associated with movements in interest rates

The Company may incur debt with floating interest rates. Interest rates arc highly sensitive to many factors, including international and domestic economic and political conditions, and other factors beyond the Company's control. The level of interest rates can fluctuate due to, among other things, inflationary pressures, disruption to financial markets and the availability of bank credit. If interest rates rise, the Company will be required to usc a greater proportion of its revenues to pay interest expenses on its floating rate debt. Whilst the Company intends to hedge its interest rate exposure on any such borrowings and expects to appoint a specialist hedging advisor in due course to assist the Company in managing this risk, such measures may not be sufficient to protect the Company from risks associated with movements in prevailing interest rates. In addition, hedging arrangements expose the Company to credit risk in respect of the hedging countcrparty. Increased exposure to adverse interest rate movements through floating rate debt may have a material adverse effect on the Company's financial condition, business, prospects and results of operations.

The Company may be dependent on the performance of third party contractors

In circumstances where the Company seeks to create value by undertaking refurbishment or redevelopment of its property assets, it will typically be dependent on the performance of third party contractors who undertake the management or execution of such refurbishment or redevelopment on behalf of the Company. In such circumstances, the Company would be exposed to various risks, including:

• failure by such third party contractors in performing their contractual obligations;

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insolvency of such third party contractors;

• the inability of the third party contractors to retain key members of staff;

• cost overruns in relation to the services provided by the third party contractors;

• delays in properties being available for occupancy;

fraud or misconduct by an officer, employee or agent of a third party contractor, which may result in losses to the Company and damage to the Company's reputation;

disputes between the Company and third party contractors, which may increase the Company's expenses and distract the Board and the Management Team; and

liability of the Company for the actions of the third party contractors.

If the Company's third party contractors fail to successfully perform the services for which they have been engaged, either as a result of their own fault or negligence, or due to the Company's failure to properly supervise any such contractors, this could have a material adverse effect on the Company's financial condition, business, prospects and results of operations.

Refurbishment or redevelopment projects may suffer delays, may not be completed or may fail to achieve expected results

The Company may undertake refurbishment or redevelopment projects or invest in property that requires refurbishment prior to reletting the property. The risks of refurbishment or redevelopment include, but are not limited to:

delays in timely completion of the project;

cost overruns which are not borne by a third party developer;

poor quality workmanship;

inability to obtain governmental and regulatory permits on a timely basis or at all; and

diversion of resources and attention of the Board and the Management Team from operations and acquisition opportunities.

There is no assurance that the Company will realise anticipated returns on an investment in property refurbishment or redevelopment. Failure to generate anticipated returns may have a material adverse effect on the Company's financial condition, business, prospects and results of operations.

Environmental and health and safety laws, regulations and standards may expose the Company to the risk of substantial costs and liabilities

Laws and regulations, which may be amended over time, may impose environmental liabilities associated with investment properties on the Company (including environmental liabilities that were incurred or that arose prior to the Company's acquisition of such properties). Such liabilities may result in significant investigation, removal, or remediation costs regardless of whether the Company originally caused the contamination or other environmental hazard. In addition, environmental liabilities could adversely affect the Company's ability to sell, lease or redevelop a property, or to borrow using a property as security and may in certain circumstances (such as the release of certain materials, including asbestos, into the air or water) form the basis for liability to third persons for personal injury or other damages. Environmental laws and regulations may limit the development of, and impose liability for, the disturbance of wetlands or the habitats of threatened or endangered species. The Company's investments may include properties historically used for commercial, industrial and/or manufacturing uses. Such properties arc more likely to contain, or may have contained, storage tanks for the storage of hazardous or toxic substances. Leasing properties, such as those containing warehouses, to tenants that engage in industrial, manufacturing and other commercial activities will cause the Company to be subject to increased risk of liabilities under environmental laws and regulations. In the event the Company is exposed to environmental liabilities or increased costs or limitations on its use or disposal of properties as a result of environmental laws and regulation this may have a material adverse effect on the Company's financial condition, business, prospects and results of operations.

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The Company may suffer losses in excess of insurance proceeds, if any, or from uninsurable events

The Company's properties may suffer physical damage resulting in losses (including loss of rent) which may not be compensated for by insurance, either fully or at all. In addition, there are certain types of losses, generally of a catastrophic nature, that may be uninsurable or arc not economically insurable. Inflation, changes in building codes and ordinances, environmental considerations, and other factors, might also result in insurance proceeds being unavailable or insufficient to repair or replace a property or pay for environmental clean up costs. Should an uninsured loss or a loss in excess of insured limits occur, the Company may lose capital invested in the affected property as well as anticipated future revenue from that property. In addition, the Company could be liable to repair damage caused by uninsured risks or pay for uninsured environmental clean up costs. The Company might also remain liable for any debt or other financial obligations related to that property. Any material uninsured losses may have a material adverse effect on the Company's financial condition, business, prospects and results of operations.

Real estate investments are relatively illiquid

Investments in property can be relatively illiquid for reasons including but not limited to the long-term nature of leases, commercial properties being tailored to tenants' specific requirements and varying demand for commercial property. Such illiquidity may affect the Company's ability to vary its portfolio or dispose of properties in a timely fashion and/or at satisfactory prices in response to changes in economic, property market or other conditions. This may have a material adverse effect on the Company's financial condition, business, prospects and results of operations.

The Company may dispose of investments a1 a time which results in a lower than expected return (and possibly a loss) on such investments

In general, the Company is under no obligation to sell its assets within a fixed time frame. However, the Articles provide that the Directors shall propose a resolution to the Shareholders at the annual general meeting of the Company to approve the accounts for the year ending 30 June 2019 that the Company should continue the investment strategy for the Company. If Shareholders representing more than 50% of the Company's issued share capital on the date of the resolution vote not to continue the investment strategy of the Company, the Directors shall arrange for the Company's financial advisers to carry out a strategic review to consider alternative options for the Company in order to deliver value and liquidity to Shareholders which may include a sale or merger of the business or liquidation of the Company's assets and return of capital. For more information on this resolution, sec paragraph 13 of Part Vll (Infonnation on the Company).

The Company may also be required to dispose of an investment at other times, including due to a requirement imposed by a third party (for example, a lending bank), and may elect to dispose of investments at any time. There can be no assurance that, at the time the Company seeks to dispose of assets (whether voluntarily or otherwise) relevant market conditions will be favourable or that the Company will be able to maximise the returns on such disposed assets. It may be especially difficult to dispose of certain types of real estate during recessionary times. To the extent that market conditions are not favourable, the Company may not be able to dispose of property assets at a gain and may even have to dispose of property assets at a loss. If the Company is required to dispose of an investment on unsatisfactory terms, it may realise less than the value at which the investment was previously recorded, which could result in a decrease in Net Asset Value and lower returns to shareholders. In addition, if the Company disposes of an asset within a period of three years from completion of development of that asset where development costs exceed 30% of the market value of that asset at the date of commencement of the development, the profits arising from disposal of the property will be taxable (see risk factor entitled "Certain disposals of properties may have negative implications under the Irish REIT Regime" in this Part II (Risk Factors)).

Further, in acquiring a property, the Company may agree to restrictions that prohibit the sale of that property for a period of time or impose other restrictions, such as a limitation on the amount of debt that can be placed or repaid on that property. In addition, in circumstances where the Company purchases properties when the rate of return is low and purchase prices arc high, the value of its properties may not increase over time and in the event it then sells such a property, it may incur a loss.

Any inability of the Company to dispose of its investments or to do so at a gain, or any losses on the disposal of the Company's investments, may have a material adverse effect on the Company's financial condition, business, prospects and results of operations.

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RISKS RELATING TO STRUCTURE AND TAXATION

The Company may cease to be qualified as an Irish REIT which would have adverse consequences for the Company and its ability to deliver returns to Shareholders

The Company will elect for Irish REIT status under the TCA on Admission. The requirements for maintaining Irish REIT status, however, are complex and the Irish REIT Regime is new with no history of interpretation (see Part XII (Irish REIT Regime and Taxation Information) for a discussion of these requirements). Furthermore, there may be changes subsequently introduced (including a change in interpretation) to the requirements for maintaining Irish REIT status. Prospective investors should note that there is no guarantee that the Company will, following its election to become an Irish REIT, become an Irish REIT or continue to maintain Irish REIT status (whether by reason of failure to satisfy the conditions for Irish REIT status or otherwise).

If the Company fails to distribute at least 85% of the Property Income of its Property Rental Business. it will be chargeable to tax (currently 25%) on the shortfall of the distribution, unless it is restricted from making such a distribution by any provision of the Companies Acts. If the Company fails to meet any of the statutory requirements to maintain its status as an Irish REIT it must notify the Irish Revenue of the failure and detail how the failure is to be rectified in the future, although an initial three year grace period is granted to new companies in order to meet some of the statutory requirements. If the failure is not rectified within a reasonable period, as determined by the Irish Revenue, the Irish Revenue may deem the Company to have ceased to be an Irish REIT at the end of the accounting period immediately prior to the accounting period in which it failed to meet the condition. If the Company's status as an Irish REIT were withdrawn it would then be subject to tax on the profits of its Property Rental Business and chargeable gains on disposal of property forming part of its Property Rental Business.

Should the Company fail to obtain or maintain its status as an Irish REIT, the Company may no longer be eligible for listing on the Official List of the Irish Stock Exchange under chapter 16 of the Irish Listing Rules. Although it would be able to seck to transfer its listing to an alternative category, there can be no assurance it would be able to do so successfully. The inability to maintain its listing on the Irish Stock Exchange could adversely impact the marketability and liquidity of the Ordinary Shares and their value. Furthermore, certain non-resident investors may be subject to Irish capital gains tax on the disposal of Ordinary Shares if the Company were to fail to maintain this listing.

All of the above matters may have a material effect on the Company's financial condition, business, prospects or results of operations.

There is a risk that the Company may be required to be authorised as a regulated AIF by the Central Bank

Under current law the Directors do not believe that the Company will need to be authorised as a regulated AIF by the Central Bank. However, the current law may be amended to require the Company to be authorised as a regulated AIF by the Central Bank. There is therefore a risk that the Company itself will be brought within the scope of Irish collective investment scheme legislation. This could result, among other things, in the Company becoming subject to the Central Bank·s AIF Rulebook and the requirements therein applicable to retail investor A!Fs ("RIAIFs"). These requirements are prescriptive in a number of respects, including in terms of the eligible investments and diversification limits applicable to a RIAIF's investments, such as not being able to invest more than 30% of its net assets in a single real estate interest or not being able to invest more than 25% of its net assets in real estate interests which are vacant. Should such requirements apply to the Company, this could materially restrict the Company in terms of its investment activities, operations and performance and may significantly impair the Company's ability to achieve its investment objective. If the Company has to be authorised as a regulated AIF, it will also have to comply with the Central Bank's requirements for the operation of regulated A!Fs. These requirements include, without limitation, a requirement to appoint a depositary who will act as custodian of the Company's assets and perform a trustee role to monitor the activities of the Investment Manager and the Company generally. In addition the Company will also be required to comply with various reporting requirements (including the preparation of semi-annual and annual reports) and other conditions (including as to its liquidity profile and the use of leverage) all of which would increase the on-going costs borne, directly or indirectly, by the Company by virtue of the contractual arrangements agreed between the Company and the Investment Manager. In addition, there is a risk that although the Company may be required to be authorised by the Central Bank as a regulated AIF, the Central Bank may refuse to do so, in which case the Company could not continue its business and would have to be liquidated. Any such liquidation could result in the Company selling its assets prematurely or on unfavourable terms which

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could adversely affect the Net Asset Value of the Company and could result in a loss in an investor's investment in the Company,

If the Investment Manager has to be authorised as an AIFM, this may be burdensome and may impact the Company

If the Company is determined to be an AIF, the Investment Manager will be required to be authorised as an AIFM, In these circumstances, pursuant to certain transitional provisions under AIFMD which arc expected to be implemented into Irish law, the Investment Manager will be required to comply with the provisions of AIFMD on a "best efforts" basis and will have until 21 July 2014 to be authorised as an AIFM, As the AIFM for the Company, the Investment Manager will be required to comply with various organisational requirements and conduct of business rules, adopt and implement a programme of activities and various policies and procedures addressing areas such as risk management, liquidity management, conflicts of interest, valuations, compliance, internal audit and remuneration, and comply with on-going capital, reporting and transparency obligations. As at the date of the Prospectus, the Irish rules implementing AIFMD have not come into force and therefore it is uncertain how the AIFMD will be implemented as it relates to the Company as an Irish REIT. Accordingly, such restrictions and/or conditions referred to above (a) may result in a change in the operating procedures of the Investment Manager and its relationship with the Company and service providers and may impose restrictions on the investment activities that the Investment Manager (and in turn the Company) may engage in, and (b) arc likely to increase the on-going costs borne, directly or indirectly, by the Company by virtue of the contractual arrangements agreed between the Company and the Investment Manager.

Tire Investment Manager may be unsuccessful in its application to the Central Bank for authorisation as an AIFM under AIFMD

If the Company is determined to be an AIF, then the Investment Manager will be required to be authorised by the Central Bank as an AIFM by 21 July 2014. The Central Bank may refuse to authorise the Investment Manager as an AIFM on the basis that the Investment Manager is unable to meet the requirements of AIFMD. Should an authorisation not be issued or should the Investment Manager fail to remain authorised as an AIFM by the Central Bank, the Investment Manager will not be permitted to continue to manage or market the Company and a successor investment manager duly authorised as an AI FM would need to be appointed to perform these functions. l11ere is no guarantee that a suitably qualified successor investment manager could be found or could be engaged on terms comparable to those applicable to the Investment Manager. In addition, any transition to a successor investment manager could result in significant costs being incurred by the Company and material disruptions to the investment activities, operations and marketing of the Company. In particular, key management and personnel within the Investment Manager may, following the transition to the new investment manager, no longer be involved in the management and operation of the Company. Any or all of these factors may have a material adverse effect on the Company's financial condition, business, prospects and results of operations.

Any change in tax legislation (including the Irish REIT Regime) may adversely affect the Company

As described in paragraph 12 of Part VII (lnfonnation 011 the Compa11y), the Company will elect to become an Irish REIT on Admission. Provided certain conditions and tests arc satisfied (sec paragraph 1.2 of Part XII (Irish REIT Regime and Taxation Infonnation)), as an Irish REIT, the Company will not pay Irish corporate taxes on the income or gains of its Property Rental Business. Therefore any change (including a change in interpretation) in the legislative provisions relating to Irish REITs or in tax legislation more generally, either in Ireland or in any other country in which the Company may operate, including but not limited to the imposition of new taxes or increases in tax rates in Ireland or elsewhere, may have a material adverse effect on the Company's financial condition, business, prospects or results of operations. In particular, an increase in the rates of stamp duty in Ireland could have a material impact on the price at which Irish land can be acquired, and therefore on property values.

Restrictions under the Irish REIT Regime may limit the Company s ability and flexibility to pursue growth through acquisitions

The Directors contemplate growth through acquisitions for the Company. However, the Irish REIT Regime distribution requirements limit the Company's ability to fund acquisitions and capital expenditures through retained income and debt financing. To obtain full exemption from Irish corporate tax, the Company is required, among other things, to distribute annually to Shareholders (by way of dividend) at least 85% of its Property Income. The Company would be required to pay the non-trading corporate tax

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rate (currently 25%) on any shortfall to the extent that it distributes less than the amount required to meet the 85% distribution test under the Irish REIT Regime each year. As a result, the Company will only be able to apply a limited amount of its income to acquiring additional properties and its ability to grow through acquisitions will be limited if it is unable to obtain further debt or equity financing. Furthermore, the Irish REIT Regime also restricts the Company's debt financing. In order to maintain its status as an Irish REIT the Company will not be permitted to incur debt which exceeds an amount equal to 50% of the aggregate market value of its assets. It must also maintain a ratio of Property Income plus Financing Costs to Financing Costs of not less than 1.25:1. A general guide to the Irish REIT Regime is included in Part XII (Irish REIT Regime and TllXiltion Infomwtion ).

In addition, differences in timing between the receipt of cash and the recognition of income for the purposes of the rules governing Irish REITs and the effect of any potential debt amortisation payments could require the Company to borrow funds to meet the distribution requirements that arc necessary to achieve the full tax benefits associated with qualifying as an Irish REIT, even if the then-prevailing market conditions arc not favourable for these borrowings.

As a result of these factors, the constraints of maintaining its status as an Irish REIT could limit the Company's ability and flexibility to make investments and pursue growth through acquisitions.

The Company's status as an Irish REIT may restrict business consolidation opportunities and will restrict distribution opportunities to Substantial Shareholders

If the Company is taken over by another entity the Company may fail to meet the requirements for being an Irish REIT and would therefore be treated as leaving the Irish RElT Regime at that time. It would therefore cease to benefit from the exemption from tax on the profits of its Property Rental Business and chargeable gains on disposal of property forming part of its Property Rental Business at that time. A general guide to the Irish RElT Regime is included in Part XII (bish REIT Regime and Taxation Information).

In addition, under the Irish RElT Regime the Company will become subject to an additional tax charge if it pays a dividend to, or in respect of, a Substantial Shareholder unless it has taken "reasonable steps" to avoid paying dividends to such a shareholder. The Articles contain provisions designed to avoid the situation where dividends may become payable to Substantial Shareholders. Among other matters, these provisions, which are summarised at paragraph 6.2 of Part XV (Additional Infomwtion ), allow the directors of the Company to require the disposal of shares in the Company by giving notice in writing to the persons they believe are Relevant Registered Shareholders in respect of the relevant shares if the directors of the Company believe such shares comprise all or part of a Substantial Shareholding of a Substantial Shareholder and are not satisfied that such a Substantial Shareholder would not be beneficially entitled to the Property Income Distribution if it were paid.

The Company's status as an Irish RElT may, therefore, restrict business consolidation opportunities and will restrict distribution opportunities to Substantial Shareholders.

Certain disposals of properties may !rave negative implications under the Irish REIT Regime

Although the Company is not a trading company, if it disposes of a property in a manner indicative of a company that is dealing in property rather than investing, the property may be treated as being disposed of as part of the Residual Business under the Irish RElT Regime, and any profits from that disposal of such property would be subject to corporation tax. For example, if the Company were to acquire a property with a view to generating profit through a short-term disposal of the property rather than with the intention of earning profit through generating rental receipts from the property, profits on disposal of the property could be subject to tax. Further, where development of a property has occurred following acquisition and the cost of development exceeds 30% of the market value of the property at the date of the commencement of the development, the profits arising from disposal of the property will be taxable if the disposal takes place within three years of completion of the development. Whilst the Company does not intend to deal in property and intends to refrain from disposing of any such asset within the period of three years from completion of development of that asset where development costs exceed 30% of the market value of that asset at the date of commencement of the development, there can be no assurance that the Company will never do so or that the Irish Revenue will not deem a disposal by the Company to have been dealing in property, with the consequence that corporation tax may be payable in respect of any profits from the disposal.

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Further, if the Company disposes of a property that is part of its Property Rental Business or raises cash from the issue of ordinary share capital, and the Company holds those proceeds, any profits arising from the investment of such proceeds, other than in property for the Property Rental Business will be treated as Property Profits during the period of 24 months from the date of disposal, or the date of the issue of the ordinary share capital (as appropriate) and as not being Property Profits thereafter. However, where such funds are held at any time after that date, they will be treated as being assets of the Residual Business and therefore any income or gains they generate may be subject to tax and there can be no assurance that the proceeds of a fundraising or disposal will not be held at any time after that date.

For more information on the Irish REIT Regime please sec Part XII (Irish REIT Regime and Taxation Information).

RISKS RELATING TO THE ORDINARY SHARES

17~e market price of the Ordinary Shares may not reflect the value of the underlying investments of the Company and the Company's share price may suffer volatility

The market price of the Ordinary Shares may not reflect the value of the underlying investments of the Company and may be subject to wide fluctuations in response to many factors, including, among other things, variations in the Company's operating results, additional issuances or future sales of the Company's Ordinary Shares or other securities exchangeable for, or convertible into, its shares in the future, the addition or departure of Board members, replacement of the Investment Manager, change in the Management Team, change to the Investment Manager, expected dividend yield, divergence in financial results from stock market expectations, changes in stock market analyst recommendations regarding the Irish commercial property market as a whole, the Company or any of its assets, a perception that other markets may have higher growth prospects, general economic conditions, prevailing interest rates, legislative changes in the Company's market and other events and factors within or outside the Company's control. Stock markets experience extreme price and volume volatility from time to time, and this, in addition to general economic, political and other conditions, may materially adversely affect the market price for the Ordinary Shares. The market value of the Ordinary Shares may vary considerably from the Company's underlying Net Asset Value .. There can be no assurance, express or implied, that Shareholders will receive back the amount of their investment in the Ordinary Shares.

The Company's ability to pay dividends will depend upon its ability to generate profits available for distribution and access to sufficient cash

All dividends and other distributions paid by the Company will be made at the discretion of the Board and will be dependent on the availability of profits available for distribution and sufficient cash. The generation of profits available for distribution depends on a number of factors including the successful management of the Company's investments, the yields on the Company's properties, interest costs. taxes and profits on the development and sale of properties. The payment of any such dividends or other distributions will depend on the Company's ability to generate profits available for distribution and cash flow. Start-up costs associated with the Issue will affect the Company's ability to pay dividends to Shareholders. This could be mitigated if the Company were to increase its profits available for distribution, for example by means of a court-approved reduction of the Company's capital.

Pursuant to the Irish REIT Regime the Company will be required, subject to having sufficient distributable reserves, to distribute to Shareholders at least 85% of the Property Income of its Property Rental Business for each accounting period to maintain its status as an Irish REIT. Sec paragraph 1.2 of Part XII (Irish REIT Regime and Taxation Information) for further details on the dividend requirements of the Irish REIT Regime.

There is a risk that the Company may generate Property Income, but not have sufficient cash to make the distribution required under the Irish REIT Regime. If the Company does not have sufficient cash, it may be required to borrow to fund the distribution, which would increase its finance costs, could reduce its ability to borrow to finance property acquisitions and could have a material adverse effect on the Company's financial condition, business, prospects and results of operations.

A liquid market for the Ordinary Shares may fail to develop

Admission should not be taken as implying that there will be a liquid market for the Ordinary Shares. Prior to Admission, there has been no public market for the Ordinary Shares and there is no guarantee that an

33

active trading market will develop or be sustained after Admission. If an active trading market is not developed or maintained, the liquidity and trading price of the Ordinary Shares may be adversely affected. Even if an active trading market develops, the market price of the Ordinary Shares may not reflect the value of the underlying investments of the Company.

Sales of Ordinary Shares by members of the Board, the Investment Manager, GP Holdings and/or the Management Team, or the possibility of such sales, may affect the market price of the Ordinary Shares

Sales of Ordinary Shares or interests in Ordinary Shares by members of the Board, the Investment Manager, GP Holdings or the Management Team (or any other entity controlled by any of them or in which any of them has an interest) could cause the market price of the Ordinary Shares to decline. Whilst GP Holdings (through which the Management Team has invested in the Company) may, following the expiry of a three year lock-up period (subject to certain limitations, as described in paragraph 11.5 of Part XV (Additional Information), sell their Ordinary Shares in the market, a substantial number of Ordinary Shares being sold, or the perception that sales of this type could occur, could cause the market price of the Ordinary Shares to decline. This may make it more difficult for Shareholders to sell their Ordinary Shares at a time and price that they deem appropriate.

The Company may become subject to an additional/ax charge if it pays a dividend to a Substantial Shareholder and, as a result, Substantial Shareholders may not be able to receive dividends and may be required to dispose of Ordinary Shares

The Company may become subject to an additional tax charge if it pays a dividend to, or in respect of, a Substantial Shareholder, being a person that is beneficially entitled, directly or indirectly, to 10% or more of the Company's Property Income Distribution or is beneficially entitled to or controls, directly or indirectly, 10% or more of the share capital or voting rights in the Company. This tax charge will not be incurred if the Company has taken "reasonable steps" to avoid paying dividends to such a shareholder. The Articles contain provisions designed to avoid the situation where dividends may become payable to Substantial Shareholders. Among other matters, these provisions, which are summarised at paragraph 6.2 of Part XV (Additional information), allow the directors of the Company to require the disposal of shares in the Company by giving notice in writing to the persons they believe are Relevant Registered Shareholders in respect of the relevant shares if the directors of the Company believe such shares comprise all or part of a Substantial Shareholding of a Substantial Shareholder and are not satisfied that such a Substantial Shareholder would not be beneficially entitled to the Property Income Distribution if it were paid.

Accordingly, if a Shareholder is a Substantial Shareholder, this would adversely affect that person's ability to receive dividends and may result in a requirement for all or some of the Ordinary Shares held by that person to be sold.

The interests of any significant investor may conflict with those of other Shareholders and future sales of Ordinary Shares by any significant investor in the public market may cause the share price to fall

Immediately following Admission a number of Shareholders will have significant holdings of Ordinary Shares, as described in paragraph 4 of Part XV (Additional information). It is possible that, in the future, other investors may have significant holdings of Ordinary Shares. Accordingly, any significant investors will potentially possess sufficient voting power to have a significant influence on matters requiring Shareholder approval. The interests of a significant investor may accordingly conflict with those of other holders of Ordinary Shares. In addition, any significant investor may make investments in other businesses in the Irish property market that may be, or may become, competitors of the Company. Sales of Ordinary Shares or interests in Ordinary Shares by any significant investor could cause the market price of the Ordinary Shares to decline.

The Company may in the future issue new Ordinary Shares, which may dilute Shareholders' equity

If the Company elects to obtain funding by way of further equity financing or uses further equity offerings or consideration in the form of equity to finance the growth of its portfolio, this would dilute the Company's existing Shareholders' sharcholdings and could have an adverse effect on the market price of the Ordinary Shares as a whole. The Irish Companies Acts provide for pre-emptive rights in respect of equity offerings for cash to be granted to its existing shareholders unless such rights are disapplicd by shareholder resolution. As at the date of this Prospectus pre-emption rights have been disapplied for

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(i) the issue of up to 309,600,000 Ordinary Shares in order to facilitate the issuance of Ordinary Shares in respect of the Issue pursuant to the Placing and Sponsor Agreement, the LVS II Subscription Agreement and the Subscription Agreement; and (ii) an annual issue of Ordinary Shares in respect of 5% of the nominal value of the issued share capital of the Company. In addition, in return for the services it is to provide to the Company under the Investment Manager Agreement, the Investment Manager is entitled, subject to satisfying certain performance criteria, to receive Ordinary Shares from the Company and pre­emption rights have been disapplied for the issue of those Ordinary Shares.

The Ordinary Shares are subject to transfer restrictions and forced transfer provisions in respect of Non-Qualified Holders

The Ordinary Shares are subject to transfer restrictions and forced transfer provisions that arc intended to prevent, among other things, (i) the Company being required to register as an "investment company" under the US Investment Company Act; (ii) the Company being required to register under the US Exchange Act or any similar legislation; (iii) the assets of the Company from being deemed to be "plan assets" under the Plan Asset Regulations; (iv) the Company becoming a "controlled foreign corporation" for the purposes of the Code; or (v) the Company otherwise incurring a liability to taxation or suffering any pecuniary, fiscal, administrative or regulatory or similar disadvantage. In particular, the board of the Company may refuse to register a transfer of Ordinary Shares if the transfer is in favour of any person determined by the board to be a Non-Qualified Holder (as defined in the Articles). In addition, if any Shareholder is determined by the Company to be a Non-Qualified Holder such Shareholder may be required by the Company to transfer its Ordinary Shares to an eligible transferee within 14 days of receiving notice from the board; and, if the obligation to transfer is not met, the Company may compulsorily transfer the Ordinary Shares, at a price to be agreed between the Company (exercising its sole discretion) and an eligible purchaser at the time of sale, subject to the restrictions set forth in the Articles.

The assets of the Company could be deemed to be ''plan assets" that are subject to certain requirements of ERISA and/or section 4975 of the Code, which could restrain the Company from making certain investments

Under the current Plan Asset Regulations, if interests held by Benefit Plan Investors are deemed to be "significant" within the meaning of the Plan Asset Regulations (broadly, if Benefit Plan Investors hold 25% or greater of any class of equity interest in the Company) then the assets of the Company may be deemed to be "plan assets" within the meaning of the Plan Asset Regulations. After the Issue, the Company will be unable to monitor whether Benefit Plan Investors acquire Ordinary Shares and therefore, there can be no assurance that Benefit Plan Investors will never acquire Ordinary Shares other than during the Issue or that, if they do, the ownership of all Benefit Plan Investors will be below the 25% threshold. If the Company's assets were deemed to constitute "plan assets" within the meaning of the Plan Asset Regulations, certain transactions that the Company might enter into in the ordinary course of business and operation might constitute non-exempt prohibited transactions under ERISA or the Code, resulting in the imposition of excise taxes and penalties. In addition, any fiduciary of a Benefit Plan Investor or a governmental, church, non-US or other plan which is subject to Similar Law that is responsible for such plans investment in the Ordinary Shares could be liable for any ERISA fiduciary violations or violations of such Similar Law relating to the Company.

Potential withholding and forced transfers under FATCA

Certain US tax provisions colloquially referred to as the Foreign Account Tax Compliance Act ("FATCA") may, beginning no earlier than 1 January 2017, impose a 30% withholding tax on a portion of payments of non-US-source dividends, such as dividends on the Ordinary Shares. to the extent treated as US-source income under rules not yet promulgated. In addition, proceeds of sale of shares generating US-source income may also be subject to a 30% withholding tax beginning no earlier than 1 January 2017. Withholding will not apply, however, if any holder that beneficially owns the Ordinary Shares is a "foreign financial institution" (or "FFI") that enters into an agreement with the US Internal Revenue Service ("IRS") to provide certain information on its US account holders or is otherwise exempt. An FFI generally will be exempt if it is established in a country (a "Partner Country"), such as Ireland, that has entered into an intergovernmental agreement (an "IGA") with the United States that exempts FFls in that country from entering into such an agreement but such an IGA generally requires equivalent reporting of similar information indirectly to the IRS via reporting to the revenue service or authority of the Partner Country.

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Assuming as expected that the Ordinary Shares are actively traded on an established securities market, the Company will be exempt from information reporting with respect to the Ordinary Shares. However, the Company expects that each intermediary financial institution, broker or agent (each, an "Intermediary") through which a beneficial owner holds its interest in an Ordinary Share will, in order to comply with FATCA (or be considered exempt from FATCA) (i) obtain certain identifying information regarding the holder of such Ordinary Share to determine whether the holder is a US person or US-owned foreign entity and to periodically provide identifying information about the holder directly or indirectly to the IRS and (ii) comply with any applicable withholding and other requirements. To the extent any payments in respect of the Ordinary Shares are made to a shareholder by an Intermediary, such shareholder may be required to comply with the Intermediary's requesl> for identifying information that would permit the Intermediary to comply with its own IRS Agreement or the requirements arising under an applicable I GA.

Any Shareholder that fails to properly comply with an Intermediary's requests for certifications and identifying information or, if applicable, a waiver of non-US law prohibiting the release of such information to a taxing authority, will be treated as a "Recalcitrant Holder". Unless exempted or deemed compliant, an FFI that docs not enter into such agreement or whose agreement is voided by the IRS will be treated as a "non-Participating FFI". An Intermediary may be required to deduct a withholding tax of up to 30% on the portion of payments (including gross proceeds and redemptions) treated as arising from US sources made on or after I January 2017 to a Recalcitrant Holder or a non-Participating FFI. Neither the Company nor any Intermediary will make any additional payments to compensate a holder or beneficial owner of any Ordinary Shares for any amounts required to be deducted and withheld (whether pursuant to FATCA, Partner Country law relating to an IGA, an agreement with the IRS, or otherwise). It is also possible that an Intermediary may be required to cause the disposition or transfer of an Ordinary Share held by a Recalcitrant Holder or non-Participating FFI and the proceeds from any such disposition or transfer may be an amount less than the then current fair market value of the Ordinary Shares transferred.

The Company expects to be treated as a passive foreign investment company

The Company expects to be classified as a passive foreign investment company (a "PFIC") for US federal income tax purposes, which could result in adverse US federal income tax consequences to US holders of the Ordinary Shares. Prospective investors should review paragraph 3.3 of Part Xll (Irish REIT Regime and TaXlltion Infomtation) for further matters to consider regarding PFICs.

Pre-emption rights for US and otlrer Shareholders outside Ireland and the United Kingdom may be unavailable

In the case of certain increases in the Company's issued share capital, existing holders of Ordinary Shares arc generally entitled to pre-emption rights to subscribe for such shares, unless shareholders waive such rights by a resolution at a shareholders' meeting. However, US holders of ordinary shares in Irish companies arc customarily excluded from exercising any such pre-emption rights they may have, unless a registration statement under the US Securities Act is effective with respect to those rights, or an exemption from the registration requirements thereunder is available. The Company docs not intend to file any such registration statement, and the Company cannot assure prospective US investors that any exemption from the registration requirements of the US Securities Act or applicable non-US securities laws would be available to enable US or other Shareholders outside Ireland and the United Kingdom to exercise such pre-emption rights or, if availahlc, that the Company will utilise any such exemption.

It may be difficult for sharelrolders outside Ireland to serve process on or enforce foreign judgmmts against the Company or the Directors

The Company is a public limited company incorporated in Ireland. The rights of the Shareholders are governed by Irish law and by the Memorandum of Association and the Articles. These rights may differ from the rights of shareholders in other non-Irish corporations. A majority of the current Directors are resident in Ireland and all of the assets of the Company are expected to be located in Ireland. As a result it may be difficult for shareholders outside Ireland to serve process on or enforce foreign judgments against the Company or the Directors.

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PART III: EXPECTED TIMETABLE

Each of the times and dates is subject to change without further notice. All references arc to Dublin time.

Issue of New Ordinary Shares I8 July 2013

Admission and expected commencement of dealings on the Irish Stock Exchange and the London Stock Exchange . . . . . . . . . . . . . . . . . . . . . . . . 8.00 a.m. on 18 July 2013

CREST accounts credited with uncertificatcd shares<') . . . . . . . . . . . . . . . . 8.00 a.m. on 18 July 2013

Despatch of definitive share certificates (where applicable)l'J . . . . . . . . . . . by 26 July 2013

(1) Or as soon as practical thereafter. No temporary documents of title will be issued.

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PART IV: ISSUE STATISTICS

Issue Price per Ordinary Share(!) .............................. . €1.00

Total number of Ordinary Shares being issued pursuant to the Placing. . . . . . . . . . . . . 269,031,000

Total number of Ordinary Shares being issued to GP Holdings pursuant to the Subscription Agrecment12l . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,600,000

Total number of Ordinary Shares being issued to LVS II pursuant to the LVS II Subscription Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,969,000

Total Ordinary Shares in issue immediately following Admission . . . . . . . . 310,000,000

Market capitalisation of the Company following the Issue13l. . . . . . . . . . . . €3!0.0 million

Estimated net proceeds receivable by the Company(4) • • . • • • • • . • • • • • • • • • • €299.1 million

(1) Save in respect of issue of Ordinary Shares to GP Holdings pursuant to the Subscription Agreement which shall be at the lssue Price of €1.0375 per Ordinary Share. The subscription price to be paid by GP Holdings pursuant to its subscription of Ordinary Shares under the Subscription Agreement has been determined such that the aggregate interest of GP Holdings (being the 400,000 Ordinary Shares which it has beneficially held since incorporation of the Company together with the Ordinary Shares subscribed for by it pursuant to the Subscription Agreement) and Mr. Pat Gunne immediately following Admission is 10,000,000 Ordinary Shares. for which GP Holdings (on its own behalf and on behalf of Mr. Pat Gunne) will pay an average price of €1.00 per Ordinary Share.

(2) GP Holdings is the holder of 400,000 Ordinary Shares is.sued on incorporation of the Company. GP Holdings is majority-owned and controlled by members of the Management Team (other than Mr. Pat Gunne).

(3) Based on the issued share capital of the Company on Admission and the Issue Price of €1.00 per Ordinary Share.

(4) The estimated net proceeds receivable by the Company is stated after the deduction of commissions and expenses payable by the Company and incurred in connection with the Issue of approximately €10.8 million.

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PART V: DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE, INVESTMENT MANAGER AND ADVISORS

DIRECTORS

Gary Kennedy Jerome Kennedy Thorn Wernink Stephen Vernon

COMPANY SECRETARY

Mark Munro

COMPANY REGISTERED OFFICE

Styne House Hatch Street Upper Dublin 2 Ireland Tel: +353 (I) 241 8400

INVESTMENT MANAGER

Green Property REIT Ventures Limited Styne House Hatch Street Upper Dublin 2 Ireland

LEGAL ADVISORS TO THE COMPANY

(as to Irish law) Arthur Cox Earlsfort Centre Earlsfort Terrace Dublin 2 Ireland

JOINT BOOKRUNNER JOINT UK SPONSOR AND IRISH SPONSOR

Davy Davy House 49 Dawson Street Dublin 2 Ireland

CO-LEAD MANAGER

Investee The Harcourt Building Harcourt Street Dublin 2 Ireland

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Non-Executive Chairman Non-Executive Director Non-Executive Director Non-Executive Director

(as to English and US law) Ashurst LLP Broadwalk House 5 Appold Street London EC2A 2HA United Kingdom

JOINT BOOKRUNNER AND JOINT UK SPONSOR

J.P. Morgan Cazenove 25 Bank Street Canary Wharf London El4 5JP United Kingdom

LEGAL ADVISORS TO THE JOINT BOOKRUNNERS, JOINT UK SPONSORS AND IRISH SPONSOR

(as to Irish law) McCann FitzGerald Riverside One Sir John Rogerson's Quay Dublin 2 Ireland

AUDITORS AND REPORTING ACCOUNTANTS

KPMG I Stokes Place St Stephen's Green Dublin 2 Ireland

REGISTRAR

Computcrsharc Investor Services (Ireland) Limited Heron House Corrig Road Sandyford Industrial Estate Dublin 18 Ireland

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(as to English and US law) Norton Rose Fulbright LLP 3 More London Riverside London SEI 2AQ United Kingdom

PART VI: IMPORTANT INFORMATION

Forward Looking Statements

This Prospectus 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, including the terms "anticipates", ''believes'', "estimates'', "expects", "intends", "may", "plans", "projects", "shou1d" or "will", or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward looking statements include all matters that are not historical facts. They appear in a number of places throughout this Prospectus and include, but are not limited to, statements regarding the Company's intentions, beliefs or current expectations concerning, among other things, the Company's results of operations, financial position, prospects, growth, target Total Shareholder Returns, investment strategy, financing strategies, prospects for relationships with tenants, liquidity of the Company's assets and expectations for the Irish real estate industry.

By their nature, forward looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward looking statements arc not guarantees of future performance and the actual results of the Company's operations, and the development of the markets and the industry in which the Company operates, may differ materially from those described in, or suggested by, the forward looking statements contained in this Prospectus. In addition, even if the Company's results of operations, financial position and growth, and the development of the markets and the industry in which the Company operates, arc consistent with the forward looking statements contained in this Prospectus, those results or developments may not be indicative of results or developments in subsequent periods. A number of factors could cause results and developments of the Company to differ materially from those expressed or implied by the forward looking statements including, without limitation. general economic and business conditions, Irish real estate market conditions, industry trends, competition, changes in law or regulation, changes in taxation regimes or development planning regime, the availability and cost of capital, currency fluctuations, changes in its business strategy, political and economic uncertainty and other factors discussed in Part II (Risk Facto"·). The forward-looking statements therein speak only at the date of this Prospectus. Save as required by the Prospectus Regulations, Prospectus Rules, the Market Abuse Rules, the Transparency Regulations and the Transparency Rules, the Disclosure and Transparency Rules and the Listing Rules, the Irish Stock Exchange and London Stock Exchange or by law, the Company undertakes no obligation to update these forward looking statements and will not publicly release any revisions it may make to these forward looking statements that may occur due to any change in the Company's expectations or to reflect events or circumstances after the date of this Prospectus. Investors should note that the contents of these paragraphs relating to forward looking statements arc not intended to qualify the statements made as to sufficiency of working capital in this Prospectus.

Market, Economic and Industry Data

This Prospectus includes certain market, economic and industry data, which were obtained by the Company from industry publications, data and reports compiled by professional organisations and analysts, data from other external sources and internal surveys conducted by or on behalf of the Management Team. The market, economic and industry data sourced from third parties used to prepare the disclosures in this Prospectus have been accurately reproduced and, as far as the Company and the Directors are aware and are able to ascertain from the information provided to them by third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading.

Some of the aforementioned third party sources may state that the information they contain has been obtained from sources believed to be reliable. However, such third party sources may also state that the accuracy and completeness of such information is not guaranteed and that the projections they contain arc based on significant assumptions. As the Company docs not have access to the facts and assumptions underlying such market date, statistical information and economic indicators contained in these third party sources, the Company is unable to verify such information.

Currencies

Unless otherwise indicated, all references in this Prospectus to euro and € are to the lawful single currency of member states of the EU that adopt or have adopted the euro as their currency in accordance with the legislation of the EU relating to European Monetary Union, all references to Pounds Sterling, sterling, GBP, £or p arc to the lawful currency of the United Kingdom and all references to US$, US Dollars, USD,

41

dollars or $ are to the lawful currency of the United States of America. The Company intends to prepare its financial statements in euro.

Presentation of Financial Infonnation

The Company is newly formed and as at the date of this Prospectus has only commenced limited operations and has no assets or liabilities which will be material in the context of the Issue and, therefore, no statutory financial statements have been prepared as at the date of this Prospectus. All future financial information for the Company is intended to be prepared in accordance with !FRS as adopted by the EU and, unless otherwise indicated, the financial information in this Prospectus has been prepared in accordance with !FRS as adopted by the EU. In making an investment decision, prospective investors must rely on their own examination of the Company from time to time, the terms of the Issue and the financial information in this Prospectus.

Rounding

Some financial information in this Prospectus has been rounded. As a result of this rounding, figures shown as totals in this Prospectus may vary slightly from the exact arithmetic aggregation of the figures that precede them. In addition, certain percentages presented in this Prospectus reflect calculations based upon the underlying information prior to rounding and, accordingly, may not conform exactly to the percentages that would be derived if the relevant calculations were based upon the rounded numbers.

No Incorporation of Website Information

This Prospectus will be made available to the public in Ireland and the United Kingdom at www.GrecnPropcrtyREIT.com. Notwithstanding the foregoing, the contents of the Company's website, the contents of any website accessible from hypcrlinks on the Company's website, or any other website referred to in this Prospectus arc not incorporated in and do not form part of this Prospectus.

Investment considerations

An investment in the Company is suitable only for investors who are capable of evaluating the risks and merits of such investment, who understand the potential risk of capital loss and that there may be limited liquidity in the underlying investments of the Company and in the Ordinary Shares, for whom an investment in the Ordinary Shares constitutes part of a diversified investment portfolio, who fully understand and are willing to assume the risks involved in investing in the Company and who have sufficient resources to bear any Joss (which may be equal to the whole amount invested) which might result from such investment. Typical investors in the Company arc expected to be institutional and sophisticated investors, and/or all types of private investors acting on the advice of their stockbroker or financial advisor, who are looking to allocate part of their investment portfolio to the Irish commercial real estate market, as well as specialised international real estate investors. Investors may wish to consult their stockbroker, bank manager, solicitor, accountant or other independent financial advisor before making an investment in the Company.

The Ordinary Shares arc designed to be held over the long term and may not be suitable as short-term investments. There is no guarantee that any appreciation in the value of the Company's investments will occur and investors may not get back the full value of their investment. Any investment objectives of the Company arc targets only and should not be treated as assurances or guarantees of performance.

A prospective investor should be aware that the value of an investment in the Company is subject to normal market fluctuations and other risks inherent in investing in securities. There is no assurance that any appreciation in the value of the Ordinary Shares will occur or that the investment objectives of the Company will be achieved. The value of investments and the income derived therefrom may fall as well as rise and investors may not recoup the original amount invested in the Company.

The contents of this Prospectus arc not to be construed as advice rclating to Jcgal, financial, taxation, accounting or regulatory matters, investment decisions or any other matter. Prospective investors must rely upon their own representatives, including their own legal advisors and accountants, as to legal, tax, accounting, regulatory, investment or any other related matters concerning the Company and an investment therein. An investment in the Company should be regarded as a long-term investment. There can be no assurance that the Company's investment objective will be achieved. It should be remembered

42

that the price of the Ordinary Shares, and the income from the Ordinary Shares (if any), can go down as well as up.

This Prospectus should be read in its entirety before making any investment in the Ordinary Shares. All Shareholders arc entitled to the benefit of, arc bound by, and arc deemed to have notice of, the provisions of the Memorandum of Association and the Articles which prospective investors should review. A summary of the Memorandum of Association and the Articles is contained in paragraph 6 of Part XV (Additional Infonnation ).

US Tax Considerations Applicable to all Investors, including non-US Investors

All prospective investors, including non- US investors, should review the risk factor headed "Potential Withholding and Forced Transfers under fATCA" in Part II (Risk Factors) and paragraph 3.5 of Part XII (Irish REIT Regime and Taxation Infonnation ).

IMPORTANT NOTE REGARDING PERFORMANCE DATA

This Prospectus includes information regarding the track record and performance data of Green Property Ventures, Green Property Investment Fund 1 pic and members of the Management Team. Such information is not necessarily comprehensive and prospective investors should not consider such information to be indicative of the possible future performance of the Company or any investment opportunity to which this Prospectus relates. Past performance of Green Property Ventures, Green Property Investment Fund I pic and members of the Management Team is not a reliable indicator of, and cannot be relied upon as a guide to, the future performance of the Company or the Investment Manager. The Company will not make the same investments reflected in the track record and performance data included herein. For a variety of reasons, the comparability of the track record and performance data to the Company's future performance is by its nature very limited. Without limitation, results can be positively or negatively affected by market conditions beyond the control of the Company or the Investment Manager which may be different in many respects from those that prevail at present or in the future, with the result that the performance of investment portfolios originated now may be significantly different from those originated in the past. Prospective investors should be aware that any investment in the Company is speculative, involves a high degree of risk, and could result in the loss of all or substantially all of their investment.

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PART VII: INFORMATION ON THE COMPANY

l. INTRODUCTION

Green REIT plc is a recently incorporated Irish property investment company. The Company has an experienced Board. chaired by Mr. Gary Kennedy and will be externally managed by the Investment Manager, Green Property REIT Ventures, whose management team currently comprises Mr. Stephen Vernon, Mr. Pat Gunne, Mr. Mark Munro, Mr. Paul Culhane and Mr. Jim McKenna (together the "Management Team"). The Company will raise proceeds of €309,960,000 pursuant to the Issue and will be listed on the Official Lists of the Irish Stock Exchange and the UK Listing Authority and the Ordinary Shares will be traded on the main markets for listed securities of the Irish Stock Exchange and the London Stock Exchange. The Company will elect to become an Irish REIT on Admission and the Directors believe it will benefit from its position as the first established and well capitalised Irish REIT.

The Company has a limited operating history; save for matters connected with the Issue and Placing and the entry into the contracts discussed in paragraph 11 of Part XV (Additionallnfonnation) the Company has not engaged in operations since its incorporation.

The Company's strategy is to create a property portfolio consisting primarily of commercial property in Ireland to deliver income and capital growth through opportunistic investments, active property management and prudent use of debt finance. By establishing the Company during the current cyclical weakness in the Irish real estate market, the Board believes the Company will give Shareholders the opportunity to take advantage of the re-pricing of assets that has occurred within the Company's target categories of investment properties. At Admission, the Company will not own any properties and therefore docs not have portfolio legacy issues that might otherwise dilute performance.

2. THE MANAGEMENT TEAM

The Management Team, who will manage the Company through the Investment Manager, consists of property and finance professionals who between them have extensive experience in Irish real estate and a track record of creating value for shareholders. The Directors believe that the Management Team is one of the most experienced real estate management teams in Ireland. The track record of the Management Team is concentrated principally within Green Property Investment Fund I pic (the parent undertaking of the former Green Property plc, now known as Green Property Limited) and Green Property Ventures.

Green Property Investment Fund 1 pic (which comprises the former Green Property pic and its underlying assets)

Green Property plc was originally formed in 1965 and was admitted to the Irish Stock Exchange and the London Stock Exchange in 1985. Mr. Stephen Vernon was appointed as managing director in 1993. Under his stewardship Green Property plc grew to become one of the largest property companies by market capitalisation in Ireland and was an active market participant in the UK.

The company's Irish portfolio comprised shopping centres and office buildings mainly located in or near Dublin. In 2002, Mr. Stephen Vernon led a leveraged buyout of Green Property plc. From the time of Mr. Stephen Vernon's appointment as managing director in 1993 up to and including the buyout, the market capitalisation of the company grew from approximately €24 million to approximately €1 billion, generating, in the belief of the Directors, a Total Shareholder Return of 748.7% (Source: Thomson Reuters, 2013). At the time of the buyout, approximately 55% of Green Property pic's assets by value were located in Ireland and 45% of its assets by value were located in the UK. In the five year period following the buyout, Green Property pic focused on deleveraging its portfolio, in particular through the phased sell-down of its UK assets, realising gross proceeds of €1.48 billion (Source: internal unaudited Green Property information), as well as the sale of a significant portion of its Irish assets. At the same time members of its management increased their ownership stake in the business from 2% immediately following the buyout in July 2002 to 50% 18 months later and since December 2010 they have owned 100% of the business. Green Property Investment Fund I pic, which was incorporated in November I999, is now a Qualifying Investor Fund mainly comprising Blanchardstown Centre, a significant shopping centre on the principal motorway ring road of Dublin.

Green Property Ventures

Green Property Ventures was established in 2008 by Mr. Stephen Vernon, Mr. Pat Gunne, Mr. Mark Munro, Mr. Paul Culhane and Mr. Jim McKenna with the strategy of developing an asset management

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operation working with banks and private equity firms in managing their commercial real estate holdings in Ireland and the United Kingdom following the credit crisis and resultant decline in the value of real estate assets. The various companies under the Green Property Ventures umbrella manage or own what the Management Team believe to be approximately €1.4 billion (Source: internal unaudited Green Property information) (as of 31 March 2013) worth of assets in Ireland and the UK. The various companies work with Lloyds Banking Group, Allied Irish Bank, GE Capital and Apollo Real Estate Fund under a combination of loan arrangements, asset ownership and asset management contracts which are typically one to five years in duration.

For more information on the Management Team, see paragraph 1.2 of Part VIII (Green Property REIT V,ntures and the Investment Manager Agreement).

3. THE BUSINESS STRENGTHS

The Directors believe that the Company has the following key business strengths:

The Management Team has extensive and long-standing relationships in the Irish real estate market and with commercial real estate lenders

The Management learn has a long and successful track record of creating value for shareholders by investing in and managing properties in a wide range of real estate asset classes in Ireland and the UK. The members of the Management Team have been well known within the Irish and UK real estate markets for many years, and have established relationships in these markets, including with commercial real estate lenders, RElTs, property funds, planning authorities, tenants and private investors. These relationships have enabled members of the Management Team to access both off-market and more widely marketed real estate transactions and to access debt financing packages in the various phases of the economic cycle during the past 20 years. The Directors believe that the Management Team's relationships and experience will provide the Company with the access and ability to cultivate appropriate investment opportunities to meet the Company's investment criteria. Furthermore, the Directors believe that the Management Team's distinct knowledge of, and competence within, the Irish commercial property market will make the Company well placed to capitalise on the opportunities presented by current and expected market conditions.

77le Company has an experienced Board led by Gary Kennedy and will be managed by Green Property REIT Ventures.

The Company has a highly experienced Board with Gary Kennedy as chairman and three other Non-Executive Directors. Board members have held senior positions in a number of public companies and have considerable experience in the property or financing industries.

The Company has appointed Green Property REIT Ventures as the Company's investment manager which, in addition to providing the extensive experience of the Management Team in creating value for shareholders, will procure access to significant property, finance and corporate experience plus access to an existing asset management operation. If the Company sought to create and maintain an equivalent internal asset management operation (with personnel with equivalent expertise), the cost would be significant. The Directors believe that the expertise at the disposal of Green Property RElT Ventures and its access to an asset management operation gives the Company an advantage over other potential competitors in the market. For more information on Green Property REIT Ventures and the track record of the Management Team, see paragraph I of Part VIII (Green Property REIT Ventures and the Investment Manager Agreement). For more information on the Directors, see paragraph I of Part IX (Directors and Corporate Governance).

The Company will benefit from exclusive deal flow from Green Property REIT Ventures and its access to an asset management operation.

Green Property RElT Ventures (and relevant affiliates) will provide investment opportunities in Ireland exclusively to the Company, subject to limited exceptions. For more information on these exceptions, see paragraph II.! of Part XV (Additional Information).

The Management Team is currently monitoring potential investment opportunities that would satisfy the Company's investment criteria estimated by members of the Management Team to be worth, in aggregate, over €500 million. These opportunities relate to the possible acquisition of a number of properties located predominately in Dublin. Some of these opportunities would involve the purchase of multiple properties,

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while others would involve individual properties. These investment opportunities will be evaluated in accordance with the policies and procedures of the Company and will be subject to due diligence. While members of the Management Team have knowledge regarding some of the underlying properties to which certain opportunities relate, at the date of this Prospectus, neither the Company nor the Investment Manager has undertaken any due diligence or entered into negotiations with prospective vendors or any other parties in relation to any such opportunities.

The Management Team will have significant capital invested in the business, aligning its interests closely with those of other Shareholders

Pursuant to the Subscription Agreement, the Management Team will, conditional upon Admission, indirectly (through GP Holdings, a company majority-owned by members of the Management Team (other than Mr. Pat Gunnc) or, in the case of Mr. Pat Gunne, by GP Holdings on his behalf) invest €9,960,000 in the Company through the subscription of 9,600,000 Ordinary Shares. These Ordinary Shares, together with the 400,000 Ordinary Shares already held by GP Holdings prior to the date of this Prospectus, will represent approximately 3.2% of the Company's issued share capital on Admission. All of these Ordinary Shares will, subject to certain customary exceptions, be subject to lock-up arrangements whereby none of these Ordinary Shares may be sold for three years from Admission. Further details of these arrangements arc described in paragraph 11.5 of Part XV (Additional Information). As the Management Team will collectively have invested significant capital in the Company, the Directors believe that the interests of the Management Team should be closely aligned with those of the other Shareholders.

In addition, any performance fees payable pursuant to the Investment Manager Agreement that are paid in the form of Ordinary Shares will be subject to lock-up arrangements, subject to certain exceptions. Further details of these arrangements are described in paragraph 11.1 of Part XV (Additional Information).

There arc no fees or amounts payable to the Investment Manager or the Management Team by the Company other than the fees described in paragraph ll.l of Part XV (Additional Information).

4. LVS II RIGHT OF FIRST REFUSAL

LVS II has entered into the LVS II Subscription Agreement with the Company pursuant to which it has agreed. conditional upon Admission occurring and the Placing and Sponsor Agreement not being terminated in accordance with its terms, to subscribe for 30,969,000 Ordinary Shares (comprising in aggregate 9.99% of the issued ordinary share capital of the Company at Admission).

For so long as the LVS Group owns in aggregate at least, the lesser of (i) 9.99% of the issued share capital of the Company from time to time; and (ii) 30,969,000 Ordinary Shares (being the aggregate number of Ordinary Shares subscribed for by LVS II pursuant to the LVS II Subscription Agreement at the time of Admission); and provided that neither LVS II nor any LVS Group Entity is individually a Substantial Shareholder, the Company shall in good faith provide a LVS Group Entity with the opportunity to participate in all co-investment opportunities with the Company in Ireland in situations where the Board instructs the Investment Manager (or the Board approves the recommendation of the Investment Manager) to source equity capital from one or more third parties (including, without limitation, any other Shareholders of the Company but excluding any party having an existing interest in the relevant asset with whom the Company may co-invest) because due to the size and/or complexity of the relevant opportunity the Company docs not wish to undertake such investment on its own (a Co-Investment Opportunity). Further detail regarding the terms on which such Co-Investment Opportunity is made available to LVS II by the Company is set out in paragraph 11.6 of Part XV (Additional Information).

LVS II and the other LVS Group Entities are sub-advised, advised or managed by Pacific Investment Management Company LLC or its affiliates.

5. INVESTMENT POLICY

The Board aims to assemble, through the services of the Investment Manager, a portfolio of freehold and long leasehold properties in Ireland, principally in Dublin although investments in other urban centres within Ireland, including, Cork, Galway and Limerick, may also be considered. The Company will focus on investing in commercial real estate, including office, industrial and retail assets. In addition, the Company may consider investing in residential or multi-family assets together with commercial property as part of a mixed usc portfolio.

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The intention of the Management Team, who will manage the Company through the Investment Manager, is to focus on properties which require active management and which will fit with the Company's strategy of creating a real estate investment portfolio capable of paying dividends in line with the recently enacted Irish REIT Regime.

The Management Team may also consider property development or redevelopment opportunities but currently expects that this will form a limited component of the overall portfolio bearing in mind the principal focus of the Company on cash flow and dividend distribution. At any point in time, the aggregate development costs incurred in respect of assets under development at that time will not exceed 15% of the Company's most recently published NAY. The Company also intends to refrain from disposing of any asset within the period of three years from completion of development of that asset where development costs exceed 30% of the market value of that asset at the date of commencement of the development, as to do so may cause the Company to incur a tax charge under the Irish REIT Regime. This tax liability becomes due on the profits received from any such disposal.

Gearing

The Company will seek to use gearing to enhance Shareholder returns over the long-term. The level of gearing will be monitored carefully by the Board in light of the cost of borrowing and the Company will seek to use hedging where considered appropriate to mitigate interest rate risk. The Board currently intends that gearing, represented by the Company's aggregate borrowings as a percentage of the market value of the Company's total assets, will not exceed 35%. However, the Board may modify the Company's gearing policy (including the level of gearing) from time to time in light of then-current economic conditions, relative costs of debt and equity capital, fair value of the Company's assets, growth and acquisition opportunities or other factors the Board deems appropriate. In any event, under the Irish REIT Regime, the Company is restricted to a REIT LTV ratio which does not exceed 50%.

Restrictions

Pursuant to the Irish REIT Regime. the Company will be required, among other things, to conduct a Property Rental Business consisting of at least three properties, with the market value of any one property being no more than 40% of the total market value of the properties in the Company's Property Rental Business. The Company will have a three year grace period from the date of becoming an Irish RElT by which it must comply with this requirement. Once fully invested. the Company will have a greater degree of diversification within the portfolio than the minimum required under the Irish REIT Regime, and the Company's portfolio will consist of a minimum of five properties with no one property investment exceeding 30% of the Company's total assets (including cash) at the time of acquisition. Further, at least 75% of the Company's annual Aggregate Income will need to be derived from its Property Rental Business and at least 75% of the market value of its assets will need to relate to its Property Rental Business. The Company must also maintain a ratio of Property Income plus Financing Costs to Financing Costs of not less than 1.25: l. For more information on the conditions the Company must satisfy to qualify as an Irish REIT, sec paragraph 1.2 of Part XII (Irish REIT Regime and Taxation lnfonnation ).

Changes to the investment policy

Material changes to the Company's investment policy set out above may only be made by ordinary resolution of the Shareholders in accordance with the Listing Rules, which will also be notified to the market through a Regulatory Information Service. If the Company breaches its investment policy, the Company will make a notification via a Regulatory Information Service of details of the breach and of actions it may or may not have taken.

Notwithstanding this, for as long as the Company remains admitted to the Official Lists, any changes to the Company's investment policy must be made in accordance with the requirements of the Listing Rules.

6. INVESTMENT STRATEGY

The Company intends to source new investment opportunities primarily through the Management Team's extensive network of relationships within the Irish commercial property market. The Management Team intends to focus on creating both sustainable income and strong capital returns for the Company with a

47

target Total Shareholder Return of 10% to 15% per annum (pre-taxation) when the Net Proceeds are fully invested. (2)

The Management Team believe that there is opportunity to build up a higb quality portfolio of commercial real estate assets with strong income and added value characteristics.

6.1 Investment criteria and property characteristics

The Directors intend that the real estate assets to be acquired by the Company will normally have some of the following characteristics:

Prime and good quality secondary assets and locations.

Scope for short and medium-term value enhancement through active asset management.

• €10 million to €50 million valuation range per individual asset.

Central Dublin office properties which can be acquired close to (and ideally below) replacement cost.

Properties which have strong prospects of generating income in the short to medium term in order to support the Company's dividend policy (as outlined in paragraph 11 of this Part VII (ln[01mation on the Company).

Properties which have been undermanaged and undercapitalised and which arc capable of being upgraded, although the Directors do not currently intend that properties which require significant development or construction will form a significant part of the Company's portfolio (as outlined in paragraph 5 of this Part VII (Information on the Company).

Properties which are in locations that the Management Team expect to benefit from ongoing foreign direct investment in Ireland.

Retail properties which the Management Team regard as posing minimal risk in the context of tenants entering into either receivership or prepack administration.

Retail assets in city centres and certain suburban areas, warehousing and distribution facilities located in close proximity to motorway infrastructure and a limited amount of mixed usc assets.

The Company will have the ability to enter into a variety of investment structures, including joint ventures, acquisitions of controlling interests or acquisitions of minority interests within the parameters stipulated in the Irish RElT Regime. There is no limit imposed on the proportion of the Company's portfolio that may be held through joint ventures, although the Board's current expectation is that no more than 50% of the Company's net equity investment would be in the form of joint venture investments.

It is not the Directors' current intention that active trading of property assets will form a material part of the Company's operations.

6.2 Investment sourcing

The Management Team has a track record of securing real estate investments and believe they are well placed to secure properties which meet the Company's investment criteria due to their extensive acquisition experience, established relationships and what the Management Team consider is a reputation for the timely execution of agreed deals. The Management Team expect that the Company's investments will primarily be sourced through a combination of the following core avenues (of which the Management Team has detailed knowledge):

Banking Institutions/Receivers/Borrowers

The excessive use of gearing in the purchase of Irish commercial real estate, particularly in the middle part of the last decade, and the subsequent severe re-pricing in values has resulted in banking institutions that provided credit for such purchases having significant legacy exposure, both direct and indirect, to Irish commercial real estate assets. The Management Tham believe that the Irish banking industry's two "pillar

(2) These are targets only and not profit forecasts. There can be no assurance that these targets can or will be met and they should not be seen as an indication of the Company's expected or actual re~ulls or returns. Accordingly investors should not place any reliance on these targets in deciding whether to invest in the Ordinary Shares. In addition, as noted previously prior to making any investment decision, prospective investors should carefully consider the risk factors described in Part II (Risk t"actors) of the Prospectus.

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banks", Bank of Ireland and Allied Irish Bank, have developed divestment strategies with respect to their legacy exposures to commercial real estate assets that have not been transferred to the National Asset Management Agency ("NAMA") and are expected to divest these assets. Moreover, a number of 'non Irish' banks that operate in the Irish market are undertaking initiatives to reduce their Irish real estate exposure, primarily through asset-backed loan sales or asset disposals which have created a material increase in liquidity within the investment market.

The Management Team believe that these efforts will result in a number of property acquisition and investment opportunities for the Company. Assets may become available directly from the banks divesting them, from receivers appointed over the assets, or from borrowers who arc selling under the guidance of the banks or receivers. In addition, legislation was enacted in February 2013 providing for the winding-up of Irish Bank Resolution Corporation Limited (formerly Anglo Irish Bank) which the Management Team believe is likely to result in the disposal of certain of its commercial real estate assets.

National Asset Management Agency

As one of a number of initiatives taken by the Irish State to address the serious problems which arose in Ireland's banking sector as the result of excessive property lending, NAMA was established in December 2009 to acquire loan assets from participating financial institutions (for more information see paragraph 7 of this Part VII (Information on the Company)).

Having completed its acquisition of loan assets from participating institutions in 2011 and its assessment of debtors' viability in 2012, NAMA:s establishment phase has concluded. The Management Team believe that NAMA:s current activities will be focused on asset management. on its management of debtors and on maximising the proceeds to be realised from its portfolio. NAMA is expected to pursue a number of strategies including the phased and orderly disposal of certain of its assets. According to the NAMA Annual Statement 2013, business plans have been reviewed for all debtor connections and as part of this process, schedules of asset sales by debtors have been agreed (Source: NAMA Annual Statement 2013). At present NAMA is also overseeing substantial sales in Ireland. As at May 2013 there was €1.5 billion of NAMA-related property on the market through debtors and receivers (Source: NAMA Annual Statement 2013). The Management Team expect NAMA:s orderly disposal of certain of its real estate asset-backed loan portfolios to create further liquidity within the Irish property investment market as the purchasers of such portfolios seck to dispose of some or all of the underlying real estate assets. Moreover, the Management Team believe that the disposal of real estate assets held by debtors of NAMA and receivers acting on behalf of NAMA will also be a source of opportunities for the Company.

Pn'vate Equity Investors

A number of institutions, including Lloyds Banking Group, Allied Irish Bank and NAMA, have sold Irish real estate asset-backed loan portfolios in the past 12 months to international private equity firms. Moreover, the Management Team believe that further Irish real estate asset-backed loan portfolios will be sold and the Management Team anticipate some of these portfolios being acquired by private equity firms due to significant market interest from such investors fur loan portfolios. The Management Team expect that such private equity firms will seek to dispose of some or all of the underlying real estate assets which should provide a source of investment opportunities for the Company to acquire assets that meet its investment criteria.

Investment Institutions

The Management Team believe that certain investment institutions, such as pension funds or life assurance companies, will seck to divest Irish real estate assets as liquidity re-emerges in the Irish real estate investment market so as to alter the weightings within their respective investment portfolios. The Management Team believe the divestments may range from small rcwcighting exercises to outright exit. The Management Team believe that this will likely be a source of opportunities to acquire assets that meet the Company's investment criteria.

6.3 Portfolio Approach

The Management Team intend to implement a thorough and disciplined approach to asset acquisition and management with a view to managing the risk profile of income streams (including rigorous analysis of tenant financial strength). For more information on Green Property REIT Ventures and its relationship with the Company, see Part VIII (Green Property REIT Ventures and the Investment Manager Agreement).

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The intention of the Management Team is, where appropriate, to improve income profiles and add value to the Company's property portfolio through asset management techniques which include:

The renegotiation or surrender of leases;

Improving lease lengths and tenant profile;

Undertaking physical improvements where considered appropriate;

Maintaining dialogue with tenants to assess their requirements;

• Taking advantage of planning opportunities where appropriate; and

• Re-positioning and up-grading assets.

7. IRISH COMMERCIAL REAL ESTATE MARKET AND ECONOMY

7.1 Irish Commercial Real Estate Market

Since peaking in 2007, the Irish commercial property market has seen a severe decline in the value of real estate assets (with an average decline of approximately 66% to the end of the first quarter of 2013) (Source: IPD Commercial Property Index Ql 2013). The impact of the domestic and international credit crises since 2007 on the Irish property market has been considerable, leading to a strong cyclical downturn and structural re-pricing. However yields in certain segments of the Irish commercial real estate market have begun to fall and consequently asset prices have increased in the first quarter of 2013.

Since the onset of the credit crisis in mid-2007, the number of banks advancing new loans for the purchase of Irish commercial property has fallen substantially and that decline, together with a tightening of lending policies by financial institutions, has resulted in a significant contraction in the amount of debt available to fund real estate investments. The gearing ratios at which banks will make new loans have reduced, margins charged for borrowing have increased, and banks have become more stringent in determining which borrowers they will deal with.

From 2008 to 2011 the Irish commercial real estate market contracted in volume terms to the point that deal activity consisted of a limited number of relatively small scale transactions each year and there was no longer a fully functioning investment market. This was due to a number of factors including an overhang of excess supply, the absence of bank funding, deleveraging by foreign and domestic banks and uncertainty regarding potential legislative changes to abolish upward only rent review arrangements (which was ultimately clarified by the Irish government in the 2012 budget with confirmation that such legislation would not be introduced). Another key factor was the fact that the Irish commercial real estate investment market was historically dominated by domestic participants who by the start of the credit crisis were holding a substantial amount of highly leveraged syndicated real estate investments. As asset values declined, the equity value within a vast number of those investments was eliminated, creating unsustainable gearing ratios and consequently leaving debt providers with significant exposure to impaired loans secured against commercial real estate assets. This ultimately led to the transfer of a significant portion of the Irish banking system's real estate exposure to NAMA.

NAMA was established in December 2009 as one of a number of initiatives taken by the Irish State to address the serious problems which arose in Ireland's banking sector as the result of excessive property lending. Five institutions (and their subsidiaries) applied to join the NAMA scheme and were designated as participating institutions in February 2010: Allied Irish Bank; Bank of Ireland; Anglo Irish Bank; Irish Nationwide Building Society; and EBS Building Society.

NAMA has acquired loan assets (that is (i) land and development loans and (ii) certain associated loans which comprised non-land and non-development related loans to borrowers of land and development related loans, or loans to certain associated entities of borrowers who had provided security in respect of the land or development related loans) from participating institutions with a nominal value of €74 billion involving just under 800 debtors' connections and more than 12,000 individual loans collateralised by more than 10,000 groups of properties across a range of asset classes. Approximately two-thirds of the assets backing those loans are located in Ireland, with approximately 67% of such properties located in Dublin. In exchange for these loans NAMA issued Irish government-guaranteed securities to the five participating financial institutions. NAMA:s principal objective is to manage the wind down of this portfolio while obtaining the best achievable financial return for the Irish State on the portfolio over an expected lifetime of up to 10 years from 2009.

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Market Recovery

The Management Team believe that there are indications of recovery in certain segments of the Irish commercial property market. The latest data from the IPD Commercial Property Index for the first quarter of 2013 supports the Management Team's belief in a gradual improvement in performance of the market with total returns increasing by 1.3% during that period (Source: IPD Commercial Property Index). The first quarter of 2013 has sustained a significant uplift in activity that was witnessed in the second half of 2012. The aggregate value of transactions for the first quarter of 2013 was approximately €342 million from 32 transactions. This is significantly higher than the first quarter of 2012 which recorded an aggregate transaction value of €17 million and is 32% higher than the fourth quarter of 2012 which recorded an aggregate transaction value of approximately €259 million. Prime city centre offices continue to be the core focus for the majority of investors, which is driven by an expectation of rental growth in the short-to-medium term. Offices accounted for 50% of all investment volumes in the first quarter of 2013, followed by mixed-use (16%) and retail (14%) (Source: Jones Lang LaSalle Research 2013).

There have also been signs of improvements in certain parts of the occupier markets. Within the core Dublin central business district there are signs of an increase in demand from potential tenants and a strengthening of prime Dublin office equivalent yields by 50 basis points during 2012 to 6.75% (Source: CBRE Research 2013). There was a gradual decline in the overall office vacancy rate in Dublin over the course of 2012 and into 2013, with the overall availability rate decreasing from 22.25% in the first quarter of 2012 to 17.97% in the first quarter of 2013 (Source: CBRE Research 2013). This was supported to some extent by a lack of new development with almost no speculative office development being completed during 2012 in Dublin. Office rents stabilised in the first quarter of 2013 following an average decline in rents of approximately 56% from a peak in 2007 with prime headline rents in the Dublin office market increasing during the quarter (Source: CBRE Research 2013).

Equivalent yields in the Dublin office market currently range from 5.75% to 9%, which result in net initial yields broadly in the 7% to 12% range as evidenced from deals completed between December 2012 and February 2013 (Source: internal unaudited Green Property information). The difference between the higher initial yields and the lower equivalent yields is due to the fact that open market rental levels arc significantly below the rents on lease contracts which were entered into prior to the commencement of the credit crisis and subsequent economic contraction in 2008.

In the Dublin industrial and logistics market approximately 62,000 m2 of industrial sales and lettings were signed in the first quarter of 2013 which was the highest volume of take-up achieved in this sector since the first quarter of 2008, when in aggregate 62,300 m2 of industrial take-up was achieved. Prime industrial rents in Dublin remained stable at approximately €60 per m2 for the fifth consecutive quarter although rents for secondary properties, for which demand is comparatively weaker, remain under downward pressure. Prime industrial yields within the Dublin market improved by 0.25% to 9.0% over the twelve month period to the end of the first quarter of 2013 (Source: CBRE Research 2013).

The sentiment in the Irish retail market is however largely negative, and is impacted by weak consumer sentiment, low rents and values, short term lettings and high levels of vacancy (Source: Jones Lang LaSalle Research 2013). There is limited activity on Dublin high streets; however they are performing steadily with prime high street retail yields strengthening by 0.25% to 5.75% by the end of the first quarter of 2013 (Source: CBRE Research 2013). Provincially, there is significant downward pressure on high streets with prime rental levels falling more than 60% from the peak in 2007 to the first quarter of 2013 (Source: Jones Lang LaSalles Research 2013).

Against this market background, the Management Team believe that prospects for negotiating attractive investment opportunities should be significant for investors such as the Company with readily available resources for acquisitions and the ability to source deals both from distressed and more conventional sellers. The Directors believe that the market is at a stage in the cycle where there are positive gaps between investment yields and borrowing costs enabling attractive risk adjusted returns to be generated in an environment of relatively modest gearing. The Management Team believe that investment opportunities with value levels which reflect the extent of the economic contraction in Ireland can now be accessed as liquidity finally re-emerges in the investment market. They also believe that following the completion of the Issue and Admission, the Company as a strongly capitalised investor will be well placed to invest in assets which require a high level of active management, within a sector that has been deprived of both intensive asset management and capital over the past five years.

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7.2 The Irish Economy

Ireland has recently experienced an extremely challenging environment and period of fiscal adjustment following a prolonged period of over-reliance on construction and property-related activity to help fund increased Irish government expenditure and the generation of economic growth. The challenges facing Ireland have been exacerbated by the level of government support required by the banking sector since 2008. Irish GOP experienced a severe contraction between 2008 and 2010, falling by 1.0% in 2010 after declining by 7.6% in 2009 and 3.5% in 2008 (Source: Central Statistics Office (CSO) Quarterly National Accounts Q4 2010). Between September and November 2010 international market perception of Irish sovereign risk deteriorated significantly, with the yield on Irish government 10-year bonds rising to over 9%. The high yields on Irish bonds, which curtailed Ireland's ability to borrow on the international markets, ultimately resulted in the then Irish government agreeing on 28 November 2010 to the EU/IMF Programme. As part of the EU/IMF Programme, the Irish government committed to a four year (2011-2014) €15 billion fiscal adjustment which comprised public expenditure reductions and tax increases to cut the budget deficit to below 3% by 2014 with that deadline subsequently extended to 2015. The EU/IMF Programme also contained structural measures and policy guidelines designed to boost the country's competitiveness and improve Ireland's growth rate in the medium term.

Notwithstanding the contraction in the overall economy up to 2010, the export sector performed strongly, helping to limit the decline in GOP. The volume of goods and services exports rose by 9.4% in 2010 (Source: CSO, Quarterly National Accounts Q4 2010), boosted by global economic growth of 5% (Source: IMF World Economic Outlook, April 201J) and substantial gains in competiveness (for example, the European Commission estimates Ireland's unit labour costs fell by 4.9% in 2010 compared to an average decline of 0.5% for the euro area (Source: European Commission, Spring Economic Forecast, May 2011)).

The economy returned to growth in the first quarter of 2011, with GOP growing by 2.2% in 2011 followed by a further 0.2% estimated growth in 2012 (Source: CSO, Quarterly National Accounts Q1 2013). Preliminary estimates for the first quarter of 2013 indicate that GNP increased by 2.9% in volume terms and GOP declined by 0.6% in the first quarter of 2013 compared to the fourth quarter of 2012. GOP for 2013 is forecast to grow by 1.3%, with growth of 2.4% forecast for 2014. GNP is forecast to grow by 1.0% in 2013, before increasing a further 1.5% in 2014, partly due to an improved outlook for domestic demand (Source: Economic and Social Research Institute Quarterly Economic Commentary Spring 2013). Following year-on-year increases between 2008 and 2012, unemployment was 13.7% in May 2013 the lowest point since 2010 (Source: CSO, Live Register, June 2013), down from an average rate of 14.7% in 2012. An unemployment rate of 14.2% by the end of 2013 is forecast (Source: Economic and Social Research Institute, Quarterly Economic Commentary Spring 2013). There was an annual increase in employment of 1.1% in the year to the first quarter of 2013, the fastest pace of growth since the first quarter of 2008. This compares with an annual increase in employment of 0.1% in the fourth quarter of 2012 and a decrease of 0.9% in the year to 31 March 2012 (Source: CSO, Quarterly National Household Survey Q1 2013).

Positive developments for the Irish economy in recent months have included the announcement in February 2013 of the replacement of promissory notes which had previously been used to finance the Irish Bank Resolution Corporation Limited (formerly Anglo Irish Bank) with long-dated government bonds, and the extension of maturities of loans under the EU/!MF Programme announced in April 2013. According to the ESRl while these developments are not expected to affect budget targets for 2013, they contribute to the ESRJ's expectation that the government's overall fiscal target will be met in 2013 and 2014. The latest exchequer returns indicate outturn in the Irish government finances in 2012 was better than anticipated, with the general Irish government deficit in 2012 being 7.6% of nominal GOP. This is below an original 8.6% target agreed with the EU/IMF and below the 8.2% forecast in the 2012 budget. Further improvements are forecast in the public finances with the targets for the general government deficit being met in 2013 and 2014. While this has been aided by the recent promissory note replacement and extension of maturities under the EU/IMF Programme, it also reflects the gradual upturn in Irish economic activity (Source: Economic and Social Research Institute Quarterly Economic Commentary Spring 2013).

Foreign direct investment ("FDI") continues to play a significant role in Ireland's economic recovery, with the country attracting substantial investments from global leaders in digital media, life sciences, international financial services and information and communication technology. Foreign companies that have chosen to locate operations in Ireland include cBay, PayPal, Twitter, Faccbook and Googlc. IDA Ireland, the Irish government agency responsible for attracting FOI, reported the creation of 12,722 new

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jobs in 2012. 2012 was the third consecutive year of growth in net employment at IDA client companies, with job losses at those companies the lowest in a decade. IDA client companies spent €18.8 billion in the Irish economy in 2012, an increase of 10% when compared to 2010. The Irish economy as a whole saw significant FDI of approximately €22.8 billion in 2012.

According to IDA Ireland, one of the main reasons cited by multinational companies for setting up in Ireland is the access to a world-leading, highly skilled workforce within Ireland and from across Europe. In 2010 the percentage of the population aged 25-34 in Ireland with a third-level qualification was the third highest in the EU at 45.7%, compared to an average of 32.5% across the EU as a whole. In the !MD World Competitiveness Yearbook of 2013, Ireland ranks first in the world for the flexibility and adaptability of the workforce, third in the world for skilled labour and seventeenth in overall competitiveness rankings. Ireland's competitive advantage has also increased in recent years, with business costs falling significantly from their peak in 2007; prime office rents declined by 56% (although stabilising in the first quarter of 2013) and unit labour costs declined by 12%, in each case to the first quarter of 2013. In addition, Ireland's corporate tax rate of 12.5% plays a key role in attracting FDI.

Despite the Irish economy's current difficulties, the Directors believe that Ireland's core strengths of a strong export sector, favourable demographics with a well-educated, skilled workforce together with its pro-business environment should underpin a return to stronger economic growth.

8. FINANCING STRATEGY

8.1 Proceeds of the Issue

The Company's principal use of the Net Proceeds of the Issue will be to fund future real estate investments as well as to fund the Company's operating expenses consistent with the investment policy of the Company disclosed at paragraph 5 of this Part VII (Information on the Company).

Following Admission and in addition to using cash to make acquisitions and distributions to Shareholders, the Company will incur operating expenses that will need to be funded. Initially, the Company expects these expenses will be principally funded through the Net Proceeds of the Issue. In addition to the Investment Manager's fees under the Investment Manager Agreement such operating expenses include (i) acquisition costs and expenses (such as due diligence costs, legal costs and taxes); (ii) costs in connection with any debt financings; (iii) Non-Executive Director's fees and audit fees; and (iv) other operational costs and expenses. As the investment portfolio grows, the Directors expect that the Company's operating expenses, including the payment of interest on its borrowings and transaction related costs, will be paid with income generated from the Company's investment portfolio and surplus cash. The Directors expect that the annualised running costs of the Company will initially be approximately €1.7 million per annum including the initial annual management fee but excluding costs relating to managing properties held as a result of future acquisitions and property acquisition costs. This may increase if the Company incurs unexpected costs to comply with AIFMD. A management fee will be paid to the investment Manager under the Investment Manger Agreement. For more information on the management fee, sec paragraph 11.1 of Part XV (Additional Information).

8.2 Borrowings

The Company may choose to finance a portion of certain acquisitions with debt financing (including by issuing bonds). The Company's approach will be to use gearing with a view to enhancing equity returns whilst maintaining prudent levels of interest cover and protecting Shareholders' funds. The Directors and the Management Team intend to determine the appropriate level of borrowings on a deal specific basis.

The Board currently intends that gearing, represented by the Company's aggregate borrowings as a percentage of the market value of the Company's total assets, will not exceed 35%. However the Board may modify the Company's gearing policy (including the level of gearing) from time to time in light of then-current economic conditions, relative costs of debt and equity capital, fair value of the Company's assets, growth and acquisition opportunities or other factors the Board deems appropriate. Debt financing for acquisitions will be assessed on a deal-by-deal basis initially with reference to the capacity of the Company to support gearing. Under the Irish REIT Regime, the Company is restricted to a REIT LTV ratio which does not exceed 50%. The Company will not enter into a general financing facility to fund acquisitions before Admission.

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8.3 Other sources of finance

As substantially all of the cash raised pursuant to the Issue will be used in connection with the Company's acquisitions of commercial property, the Company's future liquidity will depend primarily on: (i) the collection of rents from its investment portfolio; (ii) the timing of the sale of the properties and property­holding entities it acquires; (iii) the Company's management of available cash; and (iv) the use of borrowings to fund acquisitions and, if necessary, to fund short-term liquidity needs. The Company may also use further equity offerings or consideration in the form of equity to finance the growth of its investment portfolio.

9. VALUATION POLICY

The NAY attributable to the Ordinary Shares will be published at the time of publication of the Company's interim and annual financial results through a Regulatory Information Service. The NAY will be based on the Company's real estate assets most recent valuations, as at 30 June and 31 December in each year, and calculated in accordance with !FRS as adopted by the EU.

Valuations of the Company's real estate assets will be made in accordance with the appropriate sections of the R!CS Red Book at the date of valuation. This is an internationally accepted basis of real estate valuation. The valuations will be undertaken by a suitably qualified independent valuation firm or firms.

Pursuant to the Investment Manager Agreement, the EPRA NAY will be determined semi-annually for the purpose of determining the fees payable to the Investment Manager. See paragraph I !.1 of Part XV (Additional Information) for a summary of the Investment Manager Agreement.

IO. TREASURY POLICY

Until such time as funds are required for investment in real estate opportunities, the Company intends that the Net Proceeds of the Issue and cash not yet invested will be managed by the Cash Manager.

The Company has appointed the Cash Manager as discretionary investment manager of some or all cash not yet invested by the Company in property assets or otherwise applied in respect of the Company's operating expenses entrusted from time to time by the Company for management by the Cash Manager pursuant to the terms and conditions of the Cash Manager Agreement with the aim of preserving the capital value of such assets. Subject to the Company providing the Cash Manager reasonable notice when it requires the liquidation and/or transfer of a part of the entrusted assets in order to pursue the Company's investment policy, the Company has given the Cash Manager full discretionary authority to invest in various types of financial instruments including cash deposits, term deposits, depository bonds, fixed rate depository bonds, commercial paper, treasuries, bonds with short term to maturity and government securities as well as floating rate notes and other money market instruments. See paragraph 11.7 of Part XV (Additional Infonnation) for a summary of the Cash Managers Agreement.

The Company also intends to hedge its interest rate exposure through the usc of forward contracts, options, swaps or other forms of derivative instruments.

II. DIVIDEND POLICY

The Directors intend to maintain a dividend policy which has due regard to sustainable levels of dividend cover and reflects the Directors' view on the outlook for sustainable recurring earnings. Under the Irish REIT Regime, subject to having sufficient distributable reserves, the Company will be required to distribute to Shareholders at least 85% of the Property Income of its Property Rental Business for each accounting period. Subject to the foregoing, the Directors intend to reinvest proceeds from disposals of assets in accordance with the Company's investment policy. The Company intends to pay dividends when it is considered appropriate to do so by the Board. However, in accordance with the Irish REIT Regime, provided it has sufficient distributable reserves, the Company's first dividend must be paid by 23 March 2015.

I2. STRUCTURE AS AN IRISH REAL ESTATE INVESTMENT TRUST

The Company will elect to be an Irish REIT on Admission. As an Irish REIT, the Company will have a tax efficient corporate structure with the consequences for Shareholders described in Part XII (Irish REIT Regime and Taxation Infomzation). Provided certain conditions and tests arc satisfied, as an Irish REIT, the

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Company will not pay Irish corporate taxes on the income or gains of its Property Rental Business. These conditions and tests are discussed in Part XII {Irish REJT Regime and Taxation Information).

13. DISCONTINUATION OF THE COMPANY

Pursuant to the Articles, the Directors shall propose a resolution to the Shareholders at the annual general meeting of the Company to approve the accounts for the year ending 30 June 2019 that the Company should continue the investment strategy for the Company as described in this Prospectus and any amendments thereto published in accordance with the requirements and Listing Rules of the Irish Stock Exchange and the Listing Rules of the UK Listing Authority. If Shareholders representing more than 50% of the issued share capital of the Company on the date of such resolution vote not to continue the investment strategy of the Company, the Directors shall arrange for the Company's financial advisers to carry out a strategic review to consider alternative options for the Company (including, without limitation, a sale or merger of the business or liquidation of the Company's assets and return of capital) in order to deliver value and liquidity to Shareholders. There is no contractual restriction on the Investment Manager or GP Holdings being entitled to vote in respect of such resolution.

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PART VIII: GREEN PROPERTY REIT VENTURES AND THE INVESTMENT MANAGER AGREEMENT

1. GREEN PROPERTY REIT VENTURES

1.1 Overview

The Company will, pursuant to the Investment Manager Agreement, be managed by Green Property REIT Ventures, which is owned and operated by Mr. Stephen Vernon, Mr. Pat Gunne, Mr. Mark Munro, Mr. Paul Culhane and Mr. Jim McKenna, a team of property and finance professionals who between them have extensive experience in Irish real estate and a strong track record of having successfully created value for shareholders. Through the Investment Manager, the Company will have access to the asset management operation of Green Property which includes approximately 40 full time property, financial and support staff.

Green Property REIT Ventures was incorporated in Ireland on 24 June 2013 with registered number 529377 under the Irish Companies Acts as a limited liability company named Green Property Ventures (7) Limited and on 25 June 2013, changed its name to Green Property REIT Ventures Limited. Green Property REIT Ventures is domiciled in Ireland and its registered office and principal place of business is Styne House, Hatch Street Upper, Dublin 2, Ireland (Telephone number +353 (1) 241 8400). Green Property REIT Ventures Limited is currently not authorised or regulated. Aside from entering into the Investment Manager Agreement, Green Property REIT Ventures has not conducted operations since the date of its incorporation.

1.2 The Management Team

The Management Team is led by Mr. Stephen Vernon and Mr. Pat Gunnc.

Stephen Vernon

Mr. Stephen Vernon is the chairman of Green Property and has held this role since 2002. Before then, he held the position of managing director of Green Property pic from 1993 to 2002. Up until 2002 Green Property pic was listed on the Irish Stock Exchange and the London Stock Exchange. Under Mr. Stephen Vernon's stewardship, Green Property pic's market capitalisation grew from approximately €24 million in 1993 to approximately €1 billion in 2002 when Mr. Stephen Vernon led a leveraged buyout of the company in an approximately €1.85 billion transaction. Mr. Stephen Vernon graduated from the College of Estate Management in 1972. After spending two years in general practice in the UK, he joined St. Quintin Chartered Surveyors, becoming an investment partner in 1981. He was appointed group managing partner in 1987. Mr. Stephen Vernon is a Fellow of the Royal Institution of Chartered Surveyors and has held numerous non-executive positions on the boards of regulated entities and listed companies.

Pat Gunne

Mr. Pat Gunne joined Green Property in January 2009 as managing director of the various Green Property businesses including the newly formed Green Property Ventures. Since joining Green Property, he has focused on developing a real estate workout business on behalf of banks and private equity firms. He was formerly European board director of CB Richard Ellis. Mr. Pat Gunne became managing director of the real estate agency Gunne Commercial in Ireland from 1997-2007 and during his tenure the company grew operating profits by a factor of 32, and Gunne Commercial was acquired by CB Richard Ellis in 2007 for an enterprise value approaching €32 million.

Mark Munro

Mr. Mark Munro is the finance director of Green Property. In 2002 he was appointed finance director of Rodinheights pic, the entity owned by Mr. Stephen Vernon, Merrill Lynch and Bank of Scotland which acquired Green Property pic. He was subsequently appointed as finance director of Green Property Ltd, formerly Green Property pic, and of all of its subsidiary and associated companies when the leveraged takeover of Green Property pic by Rodin heights pic was completed. Prior to this Mr. Mark Munro held a number of senior finance roles with ESB International, a wholly-owned subsidiary and the overseas division of the Electricity Supply Board in Ireland. He joined ESB International in 1994 after training and qualifying as a chartered accountant with KPMG in Dublin. Mr. Mark Munro is a business graduate of Trinity College, Dublin and a Fellow of the Institute of Chartered Accountants in Ireland.

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Paul Culhane

Mr. Paul Culhane is development director of Green Property having joined in early 2000. He is directly responsible for the sourcing and implementation of Green Property's development programme which has included the delivery of numerous office, retail, industrial and leisure projects. Prior to joining Green Property, he held the position of development director with Gunne Commercial (subsequently known as Insignia Richard Ellis Gunne and now known as CBRE) from early 1997 where he was responsible for identifying, structuring and disposing of a number of the largest development projects undertaken in Ireland at that time.

Jim McKenna

Mr. Jim McKenna joined Green Property in 1980 as financial controller/company secretary. He was appointed to the main board of directors of Green Property plc in 1983 as operations director and for the past 30 years he has had responsibility for the management and expansion of the Green Property investment portfolio in Ireland. He was one of the directors of Green Property plc who was instrumental in the site assembly, design and Jetting of the Blanchardstown Centre from 1989 to its opening in 1996. Mr. Jim McKenna is a member of the Society of Chartered Surveyors and is a member of the Institute of Certified Public Accountants in Ireland.

1.3 Track Record

The track record of the Management Team is concentrated principally within Green Property Investment Fund I plc (the parent undertaking of the former Green Property plc, now known as Green Property Limited) and Green Property Ventures.

Green Property Investment Fund I pic (which comprises the former Green Property pic and its underlying assets)

Green Property pie was originally formed in 1965 and was admitted to the Irish Stock Exchange and the London Stock Exchange in 1985. Mr. Stephen Vernon joined Green Property plc in 1993 as managing director and its business strategy at the time was to generate shareholder value through active commercial property portfolio management and the identification of profitable commercial property investment and development opportunities in both Ireland and the UK.

Under Mr. Stephen Vernon's stewardship, Green Property plc grew to become one of the largest property companies by market capitalisation in Ireland and was an active market participant in the UK. The company's market capitalisation grew from approximately €24 million when Mr. Stephen Vernon joined the company in 1993 to approximately €1 billion at the time of its delisting in 2002. The company's Irish portfolio comprised shopping centres and offices buildings, mainly located in or near Dublin, with significant assets located in Ireland and in the UK at the time of its delisting. A significant event in the development of Green Property pic's portfolio was the opening in 1996 of the 750,000 square foot. Blanchardstown Centre which is located approximately 12 km from Dublin city centre. The centre has undergone further expansion with the addition of significant retail warehousing and today is one of the largest shopping centres in Ireland (the current size is 1.3 million square feet). In 1998, Green Property pic successfully concluded the takeover of Trafford Park Estates pic for £180 million. In 2000, Green Property pic was part of a joint venture that acquired part of The Peninsular and Oriental Steam Navigation Company's commercial property portfolio for approximately £430 million.

In 2002, Mr. Stephen Vernon led a leveraged buyout of Green Property pic. From the time of Mr. Stephen Vernon's appointment as managing director in 1993 up to and including the buyout, the market capitalisation of the company grew from approximately €24 million to approximately €1 billion, generating, in the belief of the Directors, a Total Shareholder Return of 748.7% (Source: Thomson Reuters, 2013). Rodinhcights plc made a successful cash offer for Green Property plc in July 2002 and in August 2002 acquired 100% of the shares in Green Property plc which was subsequently re-registered as Green Property Limited. Rodinheights plc was subsequently re-registered as Green Property Investment Fund 1 pic.

Over the five year period following the leveraged buyout, Green Property Limited focused on the deleveraging of the company, in particular through the phased sell-down of the majority of its UK assets, realising gross proceeds of €1.48 billion (Source: internal unaudited Green Property information) as well as the sale of a significant part of its Irish assets. At the same time management increased their ownership stake in the business from 2% immediately following the buyout in 2002 to 50% 18 months later and today

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they own I 00% of the business. The current portfolio of Green Property Investment Fund I plc (of which Green Property Limited is a wholly-owned subsidiary) encompasses commercial and retail property assets.

Green Property Vt?ntures

From the time he joined Green Property Mr. Pat Gunne began to implement the Green Property Ventures' strategy of growing an asset management operation working with banks and private equity firms in managing their commercial real estate holdings following the credit crisis and resultant decline in the value of real estate assets. The various companies under the Green Property Ventures umbrella manage or own what the Management Team believe to be approximately €1.4 billion (Source: internal unaudited Green Property information) (as of 31 March 2013) worth of assets in Ireland and the UK. The various companies work with Lloyds Banking Group, Allied Irish Bank, GE Capital and Apollo Real Estate Fund under a combination of loan arrangements, asset ownership and asset management contracts which arc typically one to five years in duration.

Pursuant to a combination of asset ownership and asset management contracts that typically have terms of one to five years, Green Property Ventures is focused on managing the assets with a view to securing the optimal exit in as short a time frame as commercially possible. Green Property Ventures is not responsible for introducing investment opportunities under the contracts. The Management Team expect this divestment business to reduce significantly over the course of 2013-2015 as assets being managed are sold, and they expect a large portion of the portfolios subject to the management contracts will be wound down within a period of three years from Admission.

2. INVESTMENT MANAGER AGREEMENT

Pursuant to the Investment Manager Agreement, the Investment Manager will identify possible property acquisitions for, and opportunities with a view to investment by, the Company by reference to the Company's investment policy and strategy and will be entitled to consult with professional advisors to assist it.

The Investment Manager has full discretionary authority to enter into transactions for and on behalf of the Company subject to certain reserved matters which require the consent of the board of directors of the Company. Such matters include the acquisition or disposal of property investment where the aggregate acquisition cost/gross proceeds in respect of such property investment is/are in excess of €30 million (in the case of income producing property) or €15 million (in the case of property not producing income at the time of acquisition) and entry into leases where the rent referable to the relevant lease is greater than 7.5% of the aggregate rental income of the Company.

The Board has put in place a corporate governance structure to ensure that any reserved matters which require the consent of the board of the Company are approved at a board meeting attended by an appropriate number of directors, a majority of whom must be independent of the Investment Manager. The number of directors required to approve a transaction will increase depending on the value of the proposed investment.

The Investment Manager Agreement has an initial term of five years and thereafter shall continue for consecutive three year periods, unless terminated by either party in accordance with the terms further described in paragraph II. I of Part XV (Additional Information)

Management fee and incentives

The Directors have sought to structure appropriate fees and incentive payments payable to the Investment Manager that provide a balance between incentivisation and alignment with Shareholder interests.

Base Fee

The Base Fee will be paid to the Investment Manager quarterly in arrears. The Base Fee in respect of each Quarter will be calculated by reference to I% per annum of the EPRA NAY for that Quarter, save that for the period until such time as 50% of the net proceeds of the Issue have been invested the Base Fee will be calculated by reference to 0.5% per annum of the EPRA NAY.

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Performance Fee

The Performance Fcc has been designed to incentivisc and reward the Investment Manager for generating returns to Shareholders. The return to Shareholders in an Accounting Period is the sum of the change in the EPRA NAY per Ordinary Share and the total dividends per Ordinary Share that arc declared in the Accounting Period (adjusted to exclude the effects of any issuance of Ordinary Shares during that Accounting Period) ("Shareholder Return"). The Performance Fcc is calculated annually on a per Ordinary Share basis as the lesser of 20% of out-performance above two key hurdles, as follows (both hurdles have to be achieved for the Performance Fcc to become payable):

(a) the excess of Shareholder Return over a 10% annual return hurdle. The annual return hurdle resets annually to 10% of the sum of the previous Accounting Period's closing EPRA NAY per Ordinary Share; and

(b) the excess of the year-end EPRA NAY per Ordinary Share (which is adjusted to include total dividends declared in the Accounting Period and adjusted to exclude the effects of any issuance of Ordinary Shares during that Accounting Period) over the relevant high watermark per Ordinary Share. The relevant high watermark in each Accounting Period is the closing EPRA NAY per Ordinary Share (adjusted to include total dividends declared during that Accounting Period and adjusted to exclude the effects of any issuance of Ordinary Shares during that Accounting Period) achieved in the most recent Accounting Period in which a Performance Fcc was payable or, if greater, the gross proceeds of the Issue plus further cash and non-cash issues of Ordinary Shares (excluding any issues of Performance Fcc Shares) calculated on a per Ordinary Share basis, as at the end of the Accounting Period in respect of which the Performance Fcc is calculated.

The derived Performance Fee payable on a per Ordinary Share basis under (a) or (b) above is then multiplied by the number of Ordinary Shares in issue at the year-end (but excluding, for that Accounting Period only, any Ordinary Shares issued during that Accounting Period).

EPRA-NAV will be a NAY calculated on the basis specified for calculations of "EPRA NAY" in guidelines issued by EPRA (August 2011 version only, unless otherwise agreed between the Company and the Investment Manager).

The Investment Manager Agreement contains provisions to adjust the Performance Fee in certain circumstances. These circumstances are limited to amendments to take account of corporate actions which entail changes to the Company's share capital, such as consolidations, sub-divisions or bonus issues or other restructurings or reorganisations affecting its share capital. There are no such adjustment provisions in respect of the Base Fee.

The Performance Fcc will be payable in Ordinary Shares, rounded down to the nearest whole number, at a price per Ordinary Shares equal to the Average Closing Price (unless restricted by law or other regulation or if the Company otherwise determines that it is unable to issue or reissue Ordinary Shares in exchange for the Performance Fcc, in which case it will be paid in cash) and will be subject to the following lock-up provisions:

- one third of the Performance Fee Shares (or cash) will be released from lock-up after 18 months;

- one third of the Performance Fcc Shares (or cash) will be released from lock-up after 30 months; and

- one third of the Performance Fee Shares (or cash) will be released from lock-up after 42 months,

unless a Lock-Up Termination Event occurs, in which case they may be released earlier.

The provisions permitting releases from the lock-up arrangements will be suspended if EPRA NAY falls below the gross proceeds of the Issue and any other subsequent equity issues excluding issues of Performance Fee Shares.

Pursuant to the Subscription Agreement, the Management Team will, conditional upon Admission, indirectly (through GP Holdings, a company majority-owned by members of the Management Team (other than Mr. Pat Gunne) or, in the case of Pat Gunne, by GP Holdings on his behalf) invest €9,960,000 in the Company through the subscription of 9,600,000 Ordinary Shares in the Company. Details of the subscription arc set out in paragraph I 1.4 of Part XV (Additional Information). The Management Team believe their significant cash investment in the Company provides alignment of their interests with those of the Company's other Shareholders.

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3. CONFLICTS OF INTEREST-INVESTMENT MANAGER AND MANAGEMENT TEAM

The Investment Manager is wholly-owned and controlled by members of the Management Team. All members of the Management Team arc also directors of the Investment Manager.

Pursuant to the Investment Manager Agreement, the Investment Manager agrees that, during the term of the Investment Manager Agreement, it will not, and it will procure that none of its group companies (if any) and no Investment Manager Affiliate will (i) acquire or invest in property in Ireland which is within the parameters of the investment policy and the investment strategy of the Company set out in this Prospectus and any amendments thereto or (ii) act as investment manager, investment adviser or agent, or provide administration, investment management or other services, for any person, entity, body corporate or client other than the Company.

However, this exclusivity shall not apply: (a) to any dealings by an Investment Manager Affiliate in respect of any property or property-related assets owned by it as of the date of the Investment Manager Agreement; (b) to prevent any acquisition or investment (directly or indirectly) by an Investment Manager Affiliate of or in investment opportunities which arc adjacent to investments currently held by Green Property Investment Fund I pic and/or The Foothill Partnership (such as extensions to assets already within those entities' existing portfolios or properties adjacent to existing properties already held by Green Property Investment Fund I pic and/or The Foothill Partnership); or (c) following the passing of a resolution of the Directors to cease the business and operations of the Company or the passing of a vote to discontinue the investment strategy of the Company pursuant to which it is resolved to take steps to cease the business of the Company and/or sell, liquidate or otherwise dispose of the assets of the Company; or (d) following the service by the Investment Manager of notice of termination of the Investment Manager Agreement due to a winding up event, an insolvency or court protection event or other similar events, a security enforcement event or certain other similar events in respect of the Company or an unrcmedicd breach by the Company of a material term of the Investment Manager Agreement.

In addition, an Investment Manager Affiliate may continue or agree to act as investment manager or investment adviser for other persons or provide administration, investment management or other services for other clients without making the same available to the Company, in each such case provided that (i) it is done pursuant to an existing arrangement or an existing agreement which in each case is in place with such Investment Manager Affiliate at the date of the Investment Manager Agreement or pursuant to an arrangement for the provision of some or all of such services to any assignee, transferee or successor of (or to any party who, at the date of the Investment Manager Agreement, is a counterparty to) such an existing arrangement or existing agreement (whether such assignment, transfer or succession relates to an existing arrangement or agreement or to some or all of the loans or real estate properties to which an existing agreement relates), the opportunity to enter into which arises in the context of those existing arrangements or agreements or (ii) such work relates to real estate properties which are subject to such an existing arrangement or existing agreement.

The Investment Manager Agreement also provides that the Investment Manager shall not, during the term of the Investment Manager Agreement, launch a property investment/real estate listed or unlisted fund or a property investment/real estate investment trust carrying on business in Ireland similar to the business of the Company.

The Investment Manager Agreement also provides that the Investment Manager shall disclose in writing to the Company any actual or potential conflicts of interests which it and/or any of the Investment Manager Affiliates have or may have for the time being, subject to any obligations of confidentiality to which the Investment Manager is contractually bound.

Each of the members of the Management Team has provided an undertaking to the Company that if he identifies a Relevant Opportunity which he or a body corporate or other person or entity that is controlled by him (alone or together with any other shareholder of an Investment Manager Affiliate), whether directly or indirectly, intends to participate in, he shall, before proceeding to effect such participation or the acquisition of the property which is the subject of that Relevant Opportunity, present the Relevant Opportunity to the Company by notice in writing for consideration as a possible investment by the Company instead.

See paragraph II. I of Part XV (Additional Information) for further information on the Investment Manager Agreement and the Management Team undertakings.

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4. OTHER DIRECTORSHIPS AND PARTNERSHIPS

Save as set out below, members of the Management Team have not held any directorships of any company,

or been a partner in a partnership, at any time in the 5 years prior to the date of this Prospectus.

Management Team member

Mr. Stephen Vernon

Mr. Pat Gunne

Mr. Mark Munro

Current Directorships

Green Property REIT Ventures Limited Green Property Holdings Ltd Green Property Investment Fund 1 pic Green Property Investment Fund 2 pic Green Property Nominees Limited Green Property Ventures (2) Limited Green Property Ventures (3) Limited Green Property Ventures (4) Limited Green Property Ventures (5) Limited Green Property Ventures (6) Limited Draftlcht Limited Foothill Commercial Developments Limited Foothill Commercial Properties Limited Foothill Retail Park Management Limited Ishaan Real Estate pic The Irish Architectural Archive UKPH No I Limited

Green Property REIT Ventures Limited Green Property Holdings Limited Green Property Investment Fund 1 pic Green Property Investment Fund 2 pic Green Property Ventures (2) Limited Green Property Ventures (3) Limited Green Property Ventures (4) Limited Green Property Ventures (5) Limited Green Property Ventures (6) Limited Airdalc Management Company Limited Atrium Property Developments Limited Balcuik Gafcra Holdings Limited Green Property Europe Holdings S.a.r.l Green Property Europe S.a.r.l Gunne Estate Agents (Meath) Gunwedo Limited Japspen Limited Kellsalt Limited Kish Holdings Limited Night Time Corporation Oldcastle Livestock Market Limited Quillmar Corporation SKS INVESTMENT S.a.r.l. Tysan Investments Limited

Green Property REIT Ventures Limited Blanchardstown Hotel Management Limited Green Property Holdings Limited Green Property Investment Fund 1 pic Green Property Investments Limited Green Property Nominees Limited Green Property Ventures (2) Limited Green Property Ventures (3) Limited Green Property Ventures (4) Limited Whitehall Green Trading Limited Foothill Commercial Developments Limited Foothill Commercial Properties Limited Foothill Retail Park Management Limited GP Cayman Limited Kish Holdings Limited Trotter Independent Trading Company

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Prel-'ious Directorships

Green Property Europe Holdings S.a.r.l. Green Property Europe S.a.r.l. Kish Holdings Limited SKS INVESTMENT S.a.r.l. Henderson Global Property Companies Luxemburg S.a.r.l. Ocean Terminal Limited

CB Richard Ellis Chastal Gunne Estate Agents (Dublin) Gunne Estate Agents (Monaghan) Gunne Holdings Gunne Lettings Limited Gunnc Property Consultants Jayspen (No 2) Limited Kdlsalt (No 2) Limited Laganas Limited Larissa Limited Mareagle Night Time Corporation (No 2) P.B.G. (No!) Penbay Investment Limited

Blanchardstown Apartments Management Limited Fleet Street Square Management Limited Green Property Ventures (6) Limited

Management Team member

Mr. Paul Culhane

Mr. Jim McKenna

Current Directorships

Green Property REIT Ventures Limited Blanchardstown Hotel Management Limited Green Property Holdings Limited Green Property Investment Fund 1 pic Green Property Nominees Limited Green Property Ventures (2) Limited Green Property Ventures (3) Limited Green Property Ventures ( 4) Limited Foothill Commercial Developments Limited Foothill Commercial Properties Limited Fonthill Retail Park Management Limited Seneschal Limited

Green Property REIT Ventures Limited Blanchardstown Hotel Management Limited Brightmass Company Foothill Business Management Limited Green Property Holdings Ltd Green Property Investment Fund 1 pic Green Property Investments Limited Green Property Management Limited Green Property Nominees Limited Green Property Ventures (2) Limited Green Property Ventures (3) Limited Green Property Ventures (4) Limited Foothill Commercial Developments Limited Foothill Commercial Properties Limited Foothill Retail Park Management Limited

Previous Directorships

Blanchardstown Apartments Management Limited Green Property Ventures (6) Limited

Blanchardstown Apartments Management Limited Green Property Ventures (6) Limited

Within the period of 5 years preceding the date of this Prospectus, none of the members of the Management Team:

has had any convictions in relation to fraudulent offences;

has been associated with any bankruptcy, receivership or liquidation while acting in the capacity of a director or senior manager (who is relevant to establishing that a company has the appropriate expertise and experience for the management of that company); or

has received any official public incrimination and/or sanction by any statutory or regulatory authorities (including designated professional bodies) or has been disqualified by a court from acting as a director of a company or from acting in the management or conduct of the affairs of a company.

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PART IX: DIRECTORS AND CORPORATE GOVERNANCE

1. DIRECTORS

The business of the Company is managed by the Directors, each of whose business address is Green REIT pic, Styne House, Hatch Street Upper, Dublin 2, Ireland.

The Directors and their ages and positions are as follows:

Name

Mr. Gary Kennedy

Age

55

Position

Non-Executive Chairman

Mr. Jerome Kennedy . . . . . . . . . . . . . . . . . . 64 Non-Executive Director

Mr. Thorn Wernink. . . . . . . . . . . . . . . . . . . . 67 Non-Executive Director and Senior Independent Director

Mr. Stephen Vernon . . . . . . . . . . . . . . . . . . . 63 Non-Executive Director

There are no Executive Directors of the Company.

Brief biographical details of the Directors, all of whom are non-executive, are as follows:

Mr. Gary Kennedy F.C.A

Date appointed

25 June 2013

25 June 2013

25 June 2013

24 June 2013

Mr. Gary Kennedy is an experienced chairman and director, with a long executive career in, biotechnology, financial services and a non-executive portfolio spanning a variety of sectors, including financial services, foods, biotechnology and technology. Mr. Gary Kennedy is currently chairman of Greencore Group pic and a director of Elan Corporation pic. Mr. Gary Kennedy is also a director of Friends First Assurance Company, serves as a board member to a number of private companies and was a government appointed director of Irish Bank Resolution Corporation Limited until February 2013. He was Group Director of Finance and Enterprise Technology at Allied Irish Bank and a member of its main board together with subsidiary boards in the US and Poland. Prior to that, he was Group Vice-President of Norte! Networks Europe. He served on the board of the Industrial Development Authority of Ireland for ten years until he retired in December 2005.

Mr. Jerome Kennedy F. C.A

Mr. Jerome Kennedy is an experienced non-executive director, with a long executive career as a partner in KPMG and a non-executive directorship portfolio since 2004 in a number of sectors including financial services, foods and media. He is currently a director of Total Produce pic where he chairs the audit committee and a director of Independent News and Media pic where he is the senior independent director and chairs the audit committee. He is also the Chairman of Caulfield McCarthy Group Retail and is on the Irish advisory board of the UCD Michael Smurfit Graduate Business School. He served on the board of New Ireland Assurance Company pic from 2004 to 2010 and on the Court of Bank of Ireland from 2007 until2012. He spent 24 years (1980-2004) as a partner in KPMG providing audit and advisory services to a range of Irish companies and Irish subsidiaries of multinational groups. He held the position of managing partner of KPMG Ireland and was a board member of KPMG Europe from 1995-2004.

Mr. Thorn Wemink

Mr. Thorn Wernink has held a number of senior positions over a long career focused on the Continental European real estate industry and brings valuable knowledge of these markets to the Board. He serves as a non-executive director of a number of European based property and investment companies, including stock exchange listed companies Atrium European Real Estate Ltd, SEGRO, and European Direct Real Estate Fund (SICAF). He is also a former Chairman of the European Public Real Estate Association and former chairman of the management board (CEO) of Corio NV:

Mr. Stephen V,mon

Mr. Stephen Vernon's biographical details are summarised in paragraph 1.2 of Part VIII (Green Property REIT V,ntures and the Investment Manager Agreement).

Under the Articles, ali Directors must retire by rotation and seek re-election by the Shareholders at every annual general meeting of the Company.

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There are no family relationships between any of the Directors or other relationships, as set out in the UK Code, which could be perceived to compromise the independence of Mr. Gary Kennedy, Mr. Jerome Kennedy or Mr. Thorn Wernink.

The Company Secretary of the Company is Mr. Mark Munro.

2. CONFLICTS OF INTEREST

Section 194 of the 1963 Act requires each Director who is in any way, either directly or indirectly, interested in a contract or proposed contract with the Company to declare the nature of his interest at a meeting of the Directors of the Company. The Company keeps a record of all such declarations which may be inspected by any director, secretary, auditor or member of the Company at the registered office of the Company.

Subject to certain exceptions, the Articles generally prohibit Directors from voting at Board meetings or meetings of committees of the Board on any resolution concerning a matter in which they have a direct or indirect interest which is material, or a duty which conflicts or may conflict with the interests of the Company. Directors may not be counted in the quorum in relation to resolutions on which they arc not entitled to vote. Sec paragraph 6.2 of Part XV (Additional Information) for a summary of the Articles and details of the exceptions to the prohibition referred to above.

The Investment Manager is wholly-owned and controlled by members of the Management Team, which includes Mr. Stephen Vernon. Mr. Stephen Vernon is also a director of the Investment Manager.

The Chairman and each of Mr. Jerome Kennedy and Mr. Thom Wcrnink are independent of the Investment Manager and Green Property.

3. INTERESTS OF THE DIRECTORS IN SHARE CAPITAL

As at 12 July 2013 (being the latest practicable date prior to the issue of this Prospectus) Mr. Stephen Vernon holds I Ordinary Share, representing 0.0025% of the issued share capital of the Company which he holds on trust for GP Holdings. This Ordinary Share will be transferred by Mr. Stephen Vernon to GP Holdings for nil consideration on completion of the Issue.

As at 12 July 2013 (being the latest practicable date prior to the issue of this Prospectus) GP Holdings (which is majority-owned and controlled by members of the Management Team (other than Mr. Pat Gunne) and which includes Mr. Stephen Vernon who holds 62.22% of the issued share capital of GP Holdings and is also a Director of the Company) beneficially holds 400,000 Ordinary Shares, representing 100% of the issued share capital of the Company.

Pursuant to the Subscription Agreement, the Management Team will, conditional upon Admission, indirectly (through GP Holdings, a company majority-owned by members of the Management Team (other than Mr. Pat Gunne) or, in the case of Mr. Pat Gunne, by GP Holdings on his behalf) invest €9,960,000 in the Company through the subscription of 9,600,000 Ordinary Shares in the Company. On Admission, each member of the Management Team and Green Property Ventures Limited will transfer the one Ordinary Share held by it (as nominee for GP Holdings) to GP Holdings for nil consideration.

Accordingly, effective and conditional on Admission, GP Holdings will hold (on its own behalf and on behalf of Mr. Pat Gunnc) 10,000,000 Ordinary Shares representing 3.2% of the issued share capital of the Company on Admission.

4. LOCK-UP ARRANGEMENTS

The Company and GP Holdings have agreed that, subject to certain customary exceptions, GP Holdings shall not sell any Ordinary Shares prior to the third anniversary of Admission. Further details of these arrangements are described in paragraph 11.5 of Part XV (Additional Information).

5. REMUNERATION ARRANGEMENTS

As Chairman, Mr. Gary Kennedy will receive a fcc of initially €100,000 per annum. Mr. Jerome Kennedy and Mr. Thorn Wcrnink will each receive a fee of initially €50,000 per annum as Directors. Mr. Jerome Kennedy will receive a fcc of initially €20,000 per annum as Chairman of the Audit Committee. Mr. Stephen Vernon, the Director that is associated with the Investment Manager, will receive no remuneration as Director.

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6. DIRECfORS' LETTERS OF APPOINTMENT

The Directors do not have service contracts but do have contracts for services reflecting their responsibilities and commitments. Each Director has the same general legal responsibilities to the Company as any other director of the Company and the board of the Company as a whole is collectively responsible for the overall success of the Company.

No compensation would be payable to any of the Directors in the event of the lawful termination of his/her appointment.

7. OTHER DIRECTORSHIPS AND PARTNERSHIPS

Save as set out below, the Directors have not held any directorships of any company, other than the Company, or been a partner in a partnership, at any time in the 5 years prior to the date of this Prospectus. Notwithstanding other directorships, the Company is satisfied, as required by the UK Code, that all of the Directors will have sufficient time to allocate to the Company to discharge their responsibilities effectively.

Director

Mr. Gary Kennedy

Mr. Jerome Kennedy

Mr. Thorn Wcrnink

Current Directorships

Elan Corporation plc Grcencorc Group pic Friends First Life Assurance Company Limited Friends First Holdings Limited SELC EIREANN TEORANTNSELC IRELAND LIMITED Noontek Limited Radison Limited Alcksandria sp zoo, Poland Fanore sp zoo, Poland Althena sp zoo, Poland Atria sp zoo, Poland LM !00 sp zoo, Poland Albena sp zoo, Poland

Independent News & Media pic Total Produce pic Caulfield McCarthy Group Retail Milodren Limited Monkstown House Management Company Limited Saranna Unlimited The Cheshire Foundation in Ireland Slaney River Foundation

SEGRO (Slough Estates pic) ING Real Estate Dutch Funds/CBRE Global Investor Atrium European Real Estate Limited BNP Paribas Real Estate Investment Management Resolute Asset Management Holdings

Previous Directorships

Anglo Irish Bank Corporation Limited Finance Ireland pic Anam Mobile Limited BuyAsYouF!y Limited Galway University Foundation Limited Travclport Jersey Limited

The Governor & Company of the Bank of Ireland New Ireland Assurance Group pic Bank of Ireland Life Holdings Limited Caulfield McCarthy Group Property Limited H.C.J .V Limited

Delta Dcclnemingen Fonds NV Q-park NV European Public Real Estate Association CITYCON OYJ Dim Vastgoed Compagnie Immobiliere de Belgique Uni-Vest

Mr. Stephen Vernon's directorships are summarised in paragraph 4 of Part VIII (Green Property REIT ~ntures and the Investment Manager Agreement).

Within the period of 5 years preceding the date of this Prospectus, and save as disclosed below, none of the Directors:

has had any convictions in relation to fraudulent offences;

has been associated with any bankruptcy, receivership or liquidation while acting in the capacity of a director or senior manager (who is relevant to establishing that a company has the appropriate expertise and experience for the management of that company); or

has received any official public incrimination and/or sanction by any statutory or regulatory authorities (including designated professional bodies) or has been disqualified by a court from acting as a director of a company or from acting in the management or conduct of the affairs of a company.

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Mr. Gary Kennedy was director of Anglo Irish Bank Corporation Limited. In February 2013, the Minister for Finance made an Order pursuant to Section 4 of the Irish Bank Resolution Corporation Act, 2013 of Ireland providing for the winding-up of Irish Bank Resolution Corporation Limited (in Special Liquidation) under the provisions of that Act.

Pursuant to the Investment Manager Agreement, for so long as the board of the Company is comprised of four or less directors, the Investment Manager is entitled to nominate one person as a non-executive director of the Company. For so long as the board is comprised of more than four persons, the Investment Manager is entitled to nominate two non-executive directors. Mr. Stephen Vernon has been deemed to be the Investment Manager's nominee pursuant to the Investment Manager Agreement. For further information sec on the Investment Manager Agreement sec paragraph 1 1.1 of Part XV (Additional Information).

Save as discussed above, there are no arrangements or understandings with major Shareholders, members, suppliers or others pursuant to which any Director was selected.

8. CORPORATE GOVERNANCE AND BOARD PRACTICES

8.1 Corporate Governance for the Company

The Board supports high standards of corporate governance and the development of corporate governance policies and procedures in compliance with the requirements of the AlC Code and the UK Code, as well as the Irish Code.

As a newly incorporated company, the Company does not comply with the UK Code, the AIC Code or the Irish Code as at the date of this Prospectus. However, arrangements have been put in place so that with effect from Admission, the Company will comply with the principles of good governance contained in the AIC Code (which complements the UK Code and provides a framework of best practice for listed investment companies), and in accordance with the AIC Code, will voluntarily comply with the UK Code, as well as the Irish Code.

8.2 The Board

As at the date of this Prospectus. there are four directors on the Board, all of whom arc Non'Executive Directors.

Mr. Gary Kennedy (the Chairman), Mr. Jerome Kennedy and Mr. Thom Wcrnink arc each considered independent for the purposes of the Listing Rules. Mr. Thorn Wcrnink is the Senior Independent Director. Mr. Stephen Vernon, is not considered to be independent as he has been deemed to be the Investment Manager's nominee pursuant to the Investment Manager Agreement. For more information on the Investment Manager Agreement, sec paragraph 11.1 of Part XV (Additional lnfonnation ).

Under the Articles, all Directors must retire by rotation and seek re-election by the Shareholders at every annual general meeting of the Company.

There arc no specific requirements for the frequency or timing of meetings of the Board. The Board intends to meet at least four times in each calendar year and all Directors arc to be given full and timely access to the information necessary to assist them in the performance of their duties. As a general rule, an agenda and board papers arc circulated to the Directors in advance of Board meetings to allow them an adequate opportunity for review and preparation for Board meetings. The Company Secretary will be responsible for ensuring Board procedures arc followed and all Directors have access to his advice and services. Where they judge it appropriate, all Directors shall have access to independent professional advice at the expense of the Company.

Any Director co-opted to the Board by the directors will be subject to election by the Shareholders at the first annual general meeting after his/her appointment and, pursuant to the Articles, all directors will be subject to re-election each year at the annual general meeting of the Company.

Details of the remuneration of Directors arc set out at paragraph 5 of this Part IX (Directors and Corporate Governance).

The Directors are responsible for the determination of the investment policy of the Company and have overall responsibility for overseeing the performance of the Investment Manager and the Company's activities. The Company has, however, entered into an Investment Manager Agreement with the Investment Manager, pursuant to which, among other things, the Investment Manager is required to

66

produce a business execution plan each year for the Company setting forth the Investment Manager's strategy for the provision of its services under the Investment Manager Agreement and the management of the properties held or acquired by the Company.

The Investment Manager has full discretionary authority to enter into transactions for and on behalf of the Company subject to certain matters which require the consent of the Board. The Board has put in place a corporate governance structure to ensure that any matter which requires the consent of the board of the Company is approved at a board meeting attended by an appropriate number of directors, a majority of whom will be independent of the Investment Manager. The number of directors required to approve a transaction will increase depending on the value of the proposed investment.

Pursuant to the Investment Manager Agreement, for so long as the board of the Company is comprised of four or less directors, the Investment Manager is entitled to nominate one person as a non-executive director of the Company. For so long as the Board is comprised of five or more Directors, the Investment Manager is entitled to nominate two non-executive directors. Mr. Stephen Vernon has been deemed to be the Investment Manager's nominee pursuant to the Investment Manager Agreement.

The Investment Manager is entitled to remove or nominate a person to replace any such person whom it has nominated as a non-executive director to the board. No director appointed as a nominee of the Investment Manager to the board shall be paid any fcc or remuneration by the Company for his services as a non-executive director.

For more information on the Investment Manager Agreement, see paragraph II. I of Part XV (Additional Infomwtion).

In the performance of its duties, the Board is committed to maintaining a good understanding of the views of Shareholders and considerable importance will be given to communicating with Shareholders. Regular contact will be kept with institutional investors and presentations will be given by members of the Management Team on the release of the Company's annual and interim results.

Directors are expected to attend all Board meetings and the AGM.

8.3 Board Committees of the Company

As recommended by the UK Code, the Board has established three committees: the Audit Committee, the Remuneration Committee, and the Nominations Committee. The duties and responsibilities of each of these committees are set out clearly in written terms of reference, which have been approved by the Board.

All of these committees arc composed wholly of independent Non-Executive Directors, other than the Nominations Committee which is composed of a majority of independent Non-Executive Directors. Membership and Chairmanship of each committee is intended to be reviewed by the Board at least every 3 years. The terms of reference for each of the committees are summarised below.

Audit Committee

On Admission, the membership of the Company's Audit Committee will comprise Mr. Jerome Kennedy and Mr. Thorn Wernink. The Audit Committee will be chaired by Mr. Jerome Kennedy, who is considered by the Board to have recent and relevant financial experience. The Company, therefore, considers that it complies with the AIC Code recommendation regarding the composition of the Audit Committee having regard to a company of its size.

The main role and responsibilities of the Audit Committee are set out in written terms of reference and include:

(a) to monitor the integrity of the financial statements of the Company and any other formal announcement relating to the Company's financial performance and reviewing significant financial reporting issues and judgments contained therein;

(b) to keep under review the adequacy and effectiveness of the Company's internal financial controls and internal control and risk management systems;

(c) to consider and make recommendations to the board, to be put to shareholders for approval at the annual general meeting of the Company, in relation to the appointment, re-appointment and removal of the company's auditor;

67

(d) to asses annually the Company's auditor's independence taking into account relevant Irish and UK professional and regulatory requirements and the relationship with the Company's auditor as a whole, including the provision of any non-audit services; and

(c) to develop and implement a policy on the supply of non-audit services by the Company's auditor, taking into account any relevant ethical guidance on the matter; and

(f) to review and approve the annual audit plan and ensure it is consistent with the scope of the audit engagement.

Remuneration Committee

The Remuneration Committee comprises Mr. Thorn Wernink (as chairman of the committee), Mr. Gary Kennedy and Mr. Jerome Kennedy.

The Remuneration Committee's principal duties in relation to directors of the company's remuneration include:

(a) to determine and agree with the board the framework or broad policy for the remuneration of the chairman and each of the non-executive directors;

(b) in determining such policy, to take into account all factors which it deems necessary including relevant legal and regulatory requirements, the provisions and recommendations of the AIC Code and the Irish Code;

(c) within the terms of the agreed policy determine the total individual remuneration package of the chairman; and

(d) within the terms of the agreed policy, make recommendations to the chairman of the board in respect of the amount of the total individual remuneration package of each of the non-executive directors of the company (provided always that each such remuneration package shall be determined solely by the chairman of the board and such non-executive director for the time being that does not receive any fee from the Company in respect of his services as a non-executive director).

No director shall be involved in any decisions in respect of their own remuneration.

Nomination Committee

The Board has established a Nominations Committee which comprises Mr. Gary Kennedy (as chairman of the committee), Mr. Thorn Wernink. Mr. Jerome Kennedy and Mr. Stephen Vernon. Mr. Thorn Wernink, Mr. Jerome Kennedy and Mr. Gary Kennedy are each considered independent for the purposes of the Listing Rules.

Following Admission, the Nomination Committee will lead the process for considering appointments to the board of directors of the Company. The Nominations Committee may not be chaired by the Chairman when it is dealing with the matter of succession to the chairmanship of the Company.

The Nomination Committee's terms of reference include the following:

(a) to review regularly the structure, size and composition (including the skills, knowledge and experience) required of the board and make recommendations to the Board with regard to any changes;

(b) to give full consideration to succession planning for directors and other senior executives (if any) of the Company in the course of its work, taking into account the challenges and opportunities facing the Company, and the skills and expertise needed on the board in the future;

(c) to be responsible for identit)ling and nominating, for the approval of the board, candidates to fill board vacancies as and when they arise.

Before any appointment is made by the board, the Nomination Committee will evaluate the balance of skills, knowledge and experience and diversity of the Board.

Information on the appointment and rotation of directors is set out in paragraph 8.2 of this Part IX (Directors and Corporate Governance) and information on the Directors' letters of appointment is set out in paragraph 6 of this Part IX (Directors and Corporate Governance).

68

Other Committees

The Board will fulfil the responsibilities typically undertaken by a management engagement committee. These duties and responsibilities include the regular review of the performance of, and contractual arrangements with, the Investment Manager and only the independent Non-Executive Directors will be involved in undertaking such review.

8.4 Internal controls

The Board acknowledges it is responsible for maintaining the Company's system of internal control and risk management in order to safeguard the Company's assets. Such a system is designed to identify, manage and mitigate financial, operational and compliance risks inherent to the Company. The system is designed to manage rather than eliminate the risk of failure to achieve business objectives and can only provide reasonable, but not absolute, assurance against material misstatement or loss.

The Board has adopted the Procedures Memorandum to document those procedures which will govern the day to day operations of the Company. Information on the Procedures Memorandum is set out in paragraph 11.1 of Part XV (Additional Infonnation ).

8.5 Model Code

The Board will be responsible for taking all proper and reasonable steps to ensure compliance with the Model Code for share dealings as contained in the Listing Rules by the Directors and others to whom the Model Code is applicable.

69

PART X: HISTORICAL FINANCIAL INFORMATION

SECTION A: ACCOUNTANT'S REPORT ON THE HISTORICAL FINANCIAL INFORMATION OF THE COMPANY

The Directors Green REIT pic Styne House Hatch Street Upper Dublin 2 Ireland

15 July 2013

Dear Sir:

Green REIT pic (the 'Company')

KPMG Chartered Accountants 1 Stokes Place St. Stephen's Green Dublin 2 Ireland

We report on the financial information set out in Part X (Historical Financial Information) for the period ended 30 June 2013. This financial information has been prepared for inclusion in the prospectus dated 15 July 2013 of the Company (the "Prospectus") on the basis of the accounting policies set out in Note I to the financial information. This report is required by paragraph 20.1 of Annex I of the Commission Regulation (EC) No. 809/2004 (the "Prospectus Directive Regulation") and is given for the purpose of complying with that paragraph and for no other purpose.

Responsibilities

The Directors of the Company are responsible for preparing the financial information on the basis of preparation set out in Note I to the financial information.

It is our responsibility to form an opinion on the financial information and to report our opinion to you.

Save for any responsibility arising under paragraph 2(2)(1) of Schedule I to the Prospectus (Directive 2003ni/EC) Regulations 2005 (S.I. No. 324 of 2005), as amended, to any person as and to the extent there provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with paragraph 23.1 of Annex I of the Prospectus Directive Regulation, consenting to its inclusion in the Prospectus.

Basis of opinion

We conducted our work in accordance with Standards for Investment Reporting issued by the Auditing Practices Board of the United Kingdom and Ireland. Our work included an assessment of evidence relevant to the amounts and disclosures in the financial information. It also included an assessment of the significant estimates and judgments made by those responsible for the preparation of the financial information and whether the accounting policies are appropriate to the entity's circumstances, consistently applied and adequately disclosed.

We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial information is free from material misstatement whether caused by fraud or other irregularity or error.

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Opinion

In our opinion, the financial information gives, for the purposes of the Prospectus dated 15 July 2013, a true and fair view of the state of affairs of the Company as at the dates stated and of its profits, cash flows and changes in equity for the periods then ended in accordance with the basis of preparation set out in Note 1 to the financial information.

Declaration

For the purposes of paragraph 2(2)(f) of Schedule 1 to the Prospectus (Directive 2003/71/EC) Regulations 2005 (S.J. No. 324 of 2005), as amended we are responsible for this report as part of the prospectus and declare that we have taken all reasonable care to ensure that the information contained in this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the prospectus in compliance with paragraph 1.2 of Annex I of the Prospectus Directive Regulation.

Yours faithfully KPMG

Chanered Accountants Dublin, Ireland

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SECTION B: HISTORICAL FINANCIAL INFORMATION OF THE COMPANY

The financial information set out below in respect of the Company for the period from incorporation {being 24 June 2013) to 30 June 2013 has been prepared by the Directors on the basis set out in Note I.

Income Statement

The Company did not trade during the period from incorporation (being 24 June 2013) to 30 June 2013 and received no income and incurred no expenditure. Consequently, during this period the Company made neither a profit nor loss.

The Company has no other recognised gains or losses, nor any cash flows during this period and accordingly no statement of changes in equity or statement of cash flows is presented.

Statement of financial position

As at 30 June 2013 Note 2013

€

Current assets Cash and cash equivalents 40,000

40,000

Total assets ....................................................... . 40,000

Equity Called up share capital ............................................... . 2 40,000 Retained earnings .................................................. .

Total equity ....................................................... . 40,000 =

Total equity and liabilities ............................................ . 40,000

I. Summary of Accounting Policies

The Company is a company domiciled in Ireland. The Company's registered office address is Styne House, Hatch Street Upper, Dublin 2, Ireland.

Statement of compliance

The financial information has been prepared in accordance with !FRS and their interpretations issued by the IASB as adopted by the EU. The IFRSs adopted by the EU as applied by the Company in the preparation of these financial statements are those that were effective for accounting periods ending on or before 30 June 2013.

Basis of preparation

The financial information presents the financial records of the Company for the period from incorporation (being 24 June 2013) to 30 June 2013.

The financial information is presented in euro (€), being the functional currency of the Company's operations.

The preparation of financial information in conformity with !FRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about the carrying values of assets and liabilities that arc not readily available from other sources. Actual results may differ materially from these estimates.

The estimates and underlying assumptions arc reviewed on an on-going basis. Revisions in accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of revision and future periods if the revision affects both current and future periods.

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Judgements made by management in the applications of IFRSs that have a significant effect on the financial information and estimates with a significant risk of material adjustment in the next year are discussed in the notes to the non-statutory financial statements.

The Company did not trade during the period from incorporation to 30 June 2013.

As a company seeking admission, the Company is required by paragraph 20.1 of Annex I to the Prospectus Regulation to prepare and present in this Prospectus the last three years (or such shorter period that the issuer has been in operation) of audited historical financial information in a form consistent with the accounting policies to be adopted by the Company's next published annual financial statements. Accordingly, the Directors have prepared financial information for the Company for the period ended 30 June 2013 on the basis expected to be applicable, in so far as this is currently known, for the first set of consolidated financial statements of the Company expected to be prepared for the period ended 31 December 2013, except where otherwise required or permitted by IRFS I (First time adoption of International Financial Reporting Standards).

Forthcoming requirements

The following standards and interpretations to existing standards have been published by the International Accounting Standards Board (the IASB) and, to the extent indicated, have been adopted by the EU and will be mandatory for future accounting periods. The Company has not early adopted these standards or interpretations.

!FRS 9 (2009 & 2010) Financial instruments, which are effective for annual reporting periods beginning on or after 1 January 2015, introduce new requirements for the classification and measurement of financial assets and introduce additions relating to financial liabilities.

!FRS 10 Consolidated Financial Statements, which is effective for annual reporting periods beginning on or after I January 2013 (EU effective date: 1 January 2014), introduces a single control model to determine whether an investcc should be consolidated.

!FRS 11 Joint Arrangements, which is effective for annual reporting periods beginning on or after 1 January 2013 (EU effective date: I January 2014), sets out new criteria in determining the type of joint arrangement and therefore the subsequent accounting treatment.

IFRS 12 Disclosure of interest in Other Entities, which is effective for annual reporting periods beginning on or after 1 'January 2013 (EU effective date: I January 2014), bring together into a single standard all the disclosure requirements about an entity's interest in subsidiaries, joint arrangements, associates and unconsolidated structured entities.

lAS 19 Employee Benefits, which is effective for annual reporting periods beginning on or after 1 January 2013, changes the definition of short-term and long-term employee benefits to clarify the distinction between the two.

lAS 27 Separate Financial Statements, which is effective for annual reporting periods beginning on or after I January 2013 (EU effective date: 1 January 2014), Consolidation requirements previously forming part of lAS 27 (2008) have been revised and arc now contained in IFRS 10 Consolidated Financial Statements.

lAS 32 Financial Instruments: Presentation, which is effective for annual reporting periods beginning on or after I January 2014, amends lAS 32 and deals with the offsetting of financial assets and liabilities.

• lAS 28 Investments in Associates and Joint Ventures, which is effective for annual reporting periods beginning on or after 1 January 2013 (EU effective date 1 January 2014), amends the previous version of lAS 28 and prescribes the accounting for investments in associates and sets out the requirements for the application of the equity method when accounting for investments in associates and joint ventures.

The Company has not yet fully determined the impact of these amendments on its future financial reporting. However, apart from the impact that may arise due to future business combinations, the Company does not expect the other amendments listed above to have a material impact.

Cash and cash equivalents

Cash and cash equivalents include cash and highly liquid investments with initial maturities of three months or Jess and arc stated at cost, which approximates market value.

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Share capital

Ordinary shares arc classified as equity. Incremental costs directly attributable to the issue of new shares options arc shown in equity as a deduction, net of taxation, from the proceeds.

Other classes of share capital arc classified as equity where the instruments are non-redeemable, or redeemable only at the Company's option, and any dividends are discretionary. Discretionary dividends thereon are recognised as distributions within equity upon approval by the Company's shareholders.

2. Share capital

2013

€

Authorised I ,000,000,000 ordinary shares of €0.10 each . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,000,000

Allotted, called up and fully paid equity 400,000 ordinary shares of €0.10 each . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40,000

40,000

On incorporation the issued share capital of the Company was €40,000 divided into 400,000 ordinary shares of €0.1 0 each.

On 24 June 2013, the Company increased its authorised share capital to €100,000,000 divided into 1 ,000,000,000 ordinary shares of €0.10 each.

As at the date of this financial information, the current issued share capital is €40,000, made up of 400,000 ordinary shares of €0.10 each. All of these shares were fully paid up on that date.

3. Indebtedness

As at the date of this financial information, the Company has no guaranteed, secured, unguaranteed or unsecured debt and no indirect or contingent indebtedness.

4. Related Party Transactions

As at 12 July 2013 (being the latest practicable date prior to the issue of this Prospectus), GP Holdings holds 399,994 Ordinary Shares representing 99.9985% of the issued share capital of the Company. lt is also the beneficial owner of the remaining six Ordinary Shares in issue (where each of the members of the Management Team (which includes Mr. Stephen Vernon, a Director of the Company) and Green Property Ventures Limited (which is majority-owned and controlled by members of Management Team) is the registered holder of one such Ordinary Share). GP Holdings is majority-owned and controlled by members of the Management Team (other than Mr. Pat Gunne) and each member of the Management Team is also a director of GP Holdings.

The Company has entered into an Investment Manager Agreement with the Investment Manager, which is a related parry.

5. Post Balance Sheet Events

There have been no significant events since 30 June 2013.

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PART XI: THE ISSUE

I. THE ISSUE

The Company will issue 309,600,000 Ordinary Shares pursuant to the Issue ra1smg proceeds of €309,960,000 before commissions and other estimated fees and expenses of approximately €10.8 million.

Davy and J.P. Morgan Cazcnovc have conditionally placed 269,031,000 Placing Shares at the Issue Price with certain institutional and qualified professional investors representing 86.8% of the issued share capital of the Company on Admission. Further details of the Placing and Sponsor Agreement details are set out in paragraph 11.2 of Part XV (Additional Infmmation ). In addition, LVS II has entered into the LVS II Subscription Agreement with the Company pursuant to which it has agreed, conditional upon Admission occurring and the Placing and Sponsor Agreement not being terminated in accordance with its terms, to subscribe for an aggregate 30,969,000 Ordinary Shares at the Issue Price. For further information on the LVS II Subscription Agreement sec paragraph 11.6 of Part VII (Information on the Company).

In conjunction with the Placing and the subscription of Ordinary Shares by LVS II, the Management Team will invest (indirectly through GP Holdings or, in the case of Mr. Pat Gunne, by GP Holdings on his behalf) €9,960,000 through the subscription by GP Holdings for 9,600,000 Ordinary Shares at €1.0375 representing approximately 3.1% of the issued share capital of the Company on Admission. The subscription price to be paid by GP Holdings has been determined so that the aggregate interest of GP Holdings (being the 400,000 Ordinary Shares which it has beneficially held since incorporation of the Company and the Ordinary Shares allocated to it pursuant to the Subscription Agreement) and Mr. Pat Gunne immediately following Admission is 10,000,000 Ordinary Shares for which GP Holdings will have paid on its own behalf or on behalf of Mr. Pat Gunne an average price of €1.00 per Ordinary Share. For further information on this subscription see paragraph 11.4 of Part XV (Additional Infonnation ).

The Placing comprises an offer of 269,031,000 Ordinary Shares, representing 86.8% of the issued share capital of the Company on Admission. The Ordinary Shares to be issued pursuant to the Issue will rank pari passu in all respects with the existing Ordinary Shares, including as regards the right to vote and the right to receive all dividends and other distributions declared, made or paid on the Company's share capital after Admission. Immediately following Admission, the Ordinary Shares will be, subject to certain restrictions set out in paragraph 6.2 of Part XV (Additional Information), freely transferable under the Articles. Immediately following Admission, 43.3% of the Ordinary Shares will be held in public hands.

The Placing will be made by way of (a) an offer to institutional investors outside the United States pursuant to RegulationS who are not US Persons (as defined in RegulationS) and (b) a private placement in the United States to persons reasonably believed to be Q!Bs and who are also QPs in reliance on Rule 144A or another exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act.

The Placing is conditional upon, among other things:

(a) the Placing and Sponsor Agreement having become unconditional in all respects and not having been terminated in accordance with its terms; and

(b) Admission occurring.

If either of the above conditions is not satisfied the Placing will not proceed and the subscription for 9,600,000 Ordinary Shares by members of the Management Team (through GP Holdings or, in the case of Mr. Pat Gunne by GP Holdings on his behalf) will not take place.

2. THE ORDINARY SHARES

The Ordinary Shares have been created pursuant to the Irish Companies Acts. Each of the Ordinary Shares carries one vote on a poll at a meeting of the Company's Shareholders. There arc no restrictions on the voting rights of the Ordinary Shares other than those discussed in paragraph 6.2 of Part XV (Additional Information). The IS IN for the Ordinary Shares will be IEOOBBR67J55. Subject to certain provisions in the Articles, which are described in paragraph 6.2 of Part XV (Additional Information), the Ordinary Shares are freely transferable immediately following Admission. The Ordinary Shares will be in registered form and capable of being held in uncertified form.

The Placing of Ordinary Shares to persons located or resident in, or who are citizens of, or who have a registered address in, countries other than Ireland or the United Kingdom, and the holding of Ordinary Shares by such persons, may be affected by the law or regulatory requirements of the relevant jurisdiction,

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which may include restnctiOns on the free transferability of such Ordinary Shares. Investors in such jurisdictions should consult their own advisors prior to an investment in the Ordinary Shares.

3. ALLOCATION AND PRICING

All Placing Shares will be sold at the Issue Price. The allocations of Ordinary Shares have been determined by the Joint Bookrunners in consultation with the Company. The rights attaching to the Ordinary Shares will be uniform in all respects and will form a single class for ail purposes.

4. PLACING AND SPONSOR AGREEMENT

The Company, the Directors, the Investment Manager, GP Holdings and the Joint Bookrunners have entered into the Placing and Sponsor Agreement under which the Joint Bookrunners have severally agreed, subject to certain conditions that are typical for an agreement of this nature (the last condition being Admission) to use their respective reasonable endeavours to procure subscribers for the Ordinary Shares under the Placing at the Issue Price. Further details of the Placing and Sponsor Agreement are set out in paragraph 11.2 of Part XV (Additional Information).

5. INVESTEC ENGAGEMENT AGREEMENT

The Company has entered into an agreement dated 12 July 2013 with Invcstec in which lnvestec has agreed to act as co-lead manager for the Company in respect of the Admission. The services that Invcstcc shall provide include assisting Davy and J.P. Morgan Cazcnovc with roadshow management, investor presentations, market feedback and referring orders during the book build part of the Admission process. The fees for these services arc €250,000; however, no fees arc payable by the Company to lnvcstcc under such agreement in the event that Admission docs not occur on or before 31 August 2013.

6. LOCK-UP

In return for the services it is to provide to the Company under the Investment Manager Agreement, the Investment Manager is entitled to a combination of a cash fee and, subject to satisfying certain performance criteria, Ordinary Shares from the Company. The Company, the Investment Manager and the Joint Bookrunners have agreed, subject to certain exceptions, that any Ordinary Shares issued to the Investment Manager pursuant to the Investment Manager Agreement will be subject to a lock-up period. Further details of these arrangements arc described in paragraph 11.1 of Part XV (Additional Information).

7. ADMISSION AND DEALINGS

Application has been made to the Irish Stock Exchange for the Ordinary Shares to be admitted, as a primary listing to the Official List of the Irish Stock Exchange and to trading on its regulated market. Application has been made to the UK Listing Authority for the Ordinary Shares to be admitted to the premium listing segment of the Official List of the UK Listing Authority, and to the London Stock Exchange for the Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. No application has been or is currently intended to be made for the Ordinary Shares to be admitted to listing or dealt in on any other exchange.

It is expected that Admission to the Official Lists will become effective and that dealings in the Ordinary Shares will commence on the Irish Stock Exchange and the London Stock Exchange at 8:00a.m. on 18 July 2013.

8. SETTLEMENT

The Company will apply for the Ordinary Shares to be admitted to CREST with effect from Admission. Settlement of transactions in Ordinary Shares following Admission will take place within CREST. CREST is a paperless settlement procedure enabling securities to be evidenced otherwise than by a share certificate and transferred without executing written stock transfer forms. The system is designed to reduce the costs of settlement and facilitate the processing of settlements and the updating of registers through the introduction of an electronic settlement system. Ordinary Shares may be held in electronic form and evidence of title to Ordinary Shares will be established on an electronic register maintained by the Registrar. Settlement of transactions in Ordinary Shares following Admission may take place within the CREST system if any shareholder so wishes.

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With effect from Admission, the Articles of Association will permit the holding of Ordinary Shares in CREST. Temporary documents of title will not be issued. CREST is a voluntary system and holders of Ordinary Shares who wish to receive and retain share certificates will be able to do so.

9. SELLING AND TRANSFER RESTRICTIONS

No action has been or will be taken in any jurisdiction (other than Ireland and the United Kingdom) that would permit a public offer of the Ordinary Shares, or possession or distribution of this Prospectus or any other offering material, in any country or jurisdiction where action for that purpose is required. Accordingly, the Ordinary Shares may not be offered or sold, directly or indirectly, and this Prospectus may not be distributed or published in or from any country or jurisdiction, except under circumstances that will result in compliance with any and all applicable rules and regulations of any such country or jurisdiction. Persons into whose possession this Prospectus comes should inform themselves about and observe any restrictions on the distribution of this Prospectus and the offer of Ordinary Shares contained in this Prospectus. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This Prospectus does not constitute an offer to acquire any of the Ordinary Shares to any person in any jurisdiction to whom it is unlawful to make such offer or solicitation in such jurisdiction.

9.1 United States

Resllictions on offeling under the US Seculities Act and the US Investment Company Act

The Ordinary Shares have not been and will not be registered under the US Securities Act and, subject to certain exceptions, may not be offered or sold within the United States or to, or for the account or benefit of, US Persons. The Company has not been, and will not be, registered under the US Investment Company Act, and investors will not be entitled to the benefit of that Act.

The Ordinary Shares arc being offered and sold outside of the United States to non-US Persons in reliance on RegulationS. The Placing and Sponsor Agreement provides that the Joint Bookrunners may, directly or through their respective US broker-dealer affiliates, arrange for the offer and sale of Ordinary Shares within the United States only to Q!Bs who arc also QPs in reliance on Rule 144A or another available exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act.

In addition, until 40 days after the commencement of the offering of the Ordinary Shares an offer or sale of Ordinary Shares within the United States by any dealer (whether or not participating in the Placing) may violate the registration requirements of the US Securities Act if such offer or sale is made otherwise than in accordance with an applicable exemption from registration under the US Securities Act.

Each person that is purchasing or otherwise acquiring Ordinary Shares and that is located within the United States or that is a US Person (or is purchasing or acquiring Ordinary Shares for the account or benefit of a US Person), prior to any such purchase or acquisition, will be required to execute a US Investor's Letter in the form set out in Annex A (US Investor's Letter) to this Prospectus and deliver the letter to the Joint Bookrunners and the Company. The US Investor's Letter will require each such person to represent and agree that, among other things, (i) it is both a QIB and a QP and (ii) it will offer, resell, transfer, assign, pledge or otherwise dispose of the Ordinary Shares only (a) in an offshore transaction complying with the provisions of Regulation S (including, for the avoidance of doubt, a bona fide sale on the Irish Stock Exchange's main securities market or the London Stock Exchange's main market for listed securities) to a person not known to be a US Person (by pre-arrangement or otherwise), and in compliance with applicable securities laws, and in connection therewith, it will execute an Offshore Transaction Letter in the form of the Appendix to Annex A (US Investor's Letter) to this Prospectus and promptly send it to the Company or (b) to the Company or a subsidiary (if any) thereof. The transferor will notify any subsequent transferee or executing broker, as applicable, of the restrictions that are applicable to the Ordinary Shares being sold. The US Investor's Letter and the Offshore Transaction Letter contain additional written representations, agreements and acknowledgements relating to the transfer restrictions applicable to the Ordinary Shares.

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Restrictions on offering in reliance on Regulation S

Each purchaser to whom the Ordinary Shares arc distributed, offered or sold outside the United States (other than US Persons) will be deemed by its subscription for, or purchase of, Ordinary Shares, to have represented and agreed as follows:

(a) it is not a US Person and is not acquiring the Ordinary Shares for the account or benefit of a US Person;

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

(c) it is aware that the Ordinary Shares have not been and will not be registered under the US Securities Act and may not be offered or sold in the United States or to, or for the account or benefit of, US Persons, absent registration or an exemption from, or in a transaction not subject to, registration under the US Securities Act;

(d) it is aware that the Company has not been and will not be registered under the US Investment Company Act and that the Company has put in place restrictions for transactions not involving any public offering in the United States, and to ensure that the Company is not and will not be required to register under the US Investment Company Act;

(e) if in the future it decides to offer, sell, transfer, assign or otherwise dispose of the Ordinary Shares, it will do so only in compliance with an exemption from the registration requirements of the US Securities Act and under circumstances that will not require the Company to register under the US Investment Company Act;

(f) it has carefully read and understands this Prospectus, and has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted this Prospectus or any other presentation or offering materials concerning the Ordinary Shares to any persons within the United States or to any US Persons, nor will it do any of the foregoing;

(g) (i) it is not, and is not acting on behalf of, a Benefit Plan Investor or a Controlling Person unless, in the case of Benefit Plan Investors, it acquires the Ordinary Shares on or prior to Admission with the written consent of the Company, and, in the case of Controlling Persons, it acquires the Ordinary Shares with the written consent of the Company, and (ii) (A) if it is, or is acting on behalf of, a Benefit Plan Investor, its acquisition, holding and disposition of such Share does not and will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and (B) if it is a governmental, church, non-US or other plan which is subject to any federal, state, local or non-US law that is similar to the prohibited transaction provisions of section 406 of ERISA and/or section 4975 of the Code ("'Similar Law''), (1) it is not, and for so long as it holds such Ordinary Shares or interest therein will not be, subject to any federal, state, local, non-US or other laws or regulations that could cause the underlying assets of the Company to be treated as assets of a shareholder by virtue of its interest in the Ordinary Shares and thereby subject the Company (or any persons responsible for the investment and operation of the Company's assets) to laws or regulations that are substantially similar to the prohibited transaction provisions of section 406 of ERISA or section 4975 of the Code and (2) its acquisition, holding and disposition of such Ordinary Shares will not constitute or result in a non-exempt violation of any Similar Law and (iii) it will agree to certain transfer restrictions regarding its interest in such Ordinary Shares.

(h) the Company, Joint Bookrunncrs and their respective directors, officers, agents, employees, advisors and others will rely upon the truth and accuracy of the foregoing representations and agreements; and

(i) if any of the representations or agreements made by it are no longer accurate or have not been complied with, it will immediately notify the Company, the Joint Bookrunners, and if it is acquiring any Ordinary Shares as a fiduciary or agent for one or more accounts, it has sole investment discretion with respect to each such account and it has full power to make such foregoing representations and agreements on behalf of each such account.

Prospective purchasers are hereby notified that sellers of the Ordinary Shares may be relying on the exemption from the provisions of section 5 of the US Securities Act provided by Rule l44A.

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9.2 European Economic Area ("EEA")

This Prospectus has been approved by the Central Bank, being the competent authority in Ireland. The Company has requested that the Central Bank provides a certificate of approval and a copy of this Prospectus to the competent authority in the United Kingdom.

In relation to each member state of the EEA which has implemented the Prospectus Directive (each, a "Relevant Member State") except for Ireland and the United Kingdom, with effect from and including the date on which the Prospectus Directive was implemented in that relevant member state (the "Relevant Implementation Date") no Ordinary Shares have been offered or will be offered pursuant to the Placing to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Ordinary Shares which has been approved by the competent authority in that Relevant Member State, or where appropriate approved in another Relevant Member State and notified to the competent authority in that Relevant Member State all in accordance with the Prospectus Directive, except that an offer to the public in that Relevant Member State of any Ordinary Shares may be made at any time with effect from and including the relevant implementation date under the following exemptions under the Prospectus Directive if they have been implemented in the Relevant Member State:

(a) to any legal entity which is a qualified investor as defined under the Prospectus Directive;

(b) to fewer than 100, or, if the Relevant Member State has implemented the relevant provisions of the 2010 PO Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive); or

(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive

provided that no such offer of Ordinary Shares shall result in a requirement for the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive or any measure implementing the Prospectus Directive in a Relevant Member State and each person who initially acquires any Ordinary Shares or to whom any offer is made on the basis of (a), (b) or (c) above will be deemed to have represented, acknowledged and agreed that it is a "qualified investor" within the meaning of Article 2(l)(e) of the Prospectus Directive.

The expression "offer of any Ordinary Shares to the public" in relation to any Ordinary Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Ordinary Shares to be offered so as to enable an investor to decide to purchase or subscribe for any Ordinary Shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State.

In the case of any Ordinary Shares being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, such financial intermediary will also be deemed to have represented, acknowledged and agreed that the Ordinary Shares acquired by it in the Placing have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to persons in circumstances which may give rise to an offer of any Ordinary Shares to the public other than their offer or resale in a Relevant Member State to qualified investors as so defined or in circumstances in which the prior consent of the Joint Bookrunners has been obtained to each such proposed offer or resale. The Company and the Joint Bookrunners will rely upon the truth and accuracy of the foregoing representation, acknowledgement and agreement.

9.3 Switzerland

The distribution of the Ordinary Shares in or from Switzerland will be exclusively made to, and directed at, regulated qualified investors (the "Regulated Qualified Investors"), as defined in Article 10(3)(a) and (b) of the Swiss Collective Investment Schemes Act of 23 June 2006, as amended. Accordingly, the Company has not been and will not be registered with the Swiss Financial Market Supervisory Authority and no Swiss representative or paying agent have been or will be appointed in Switzerland. This Prospectus and/or any other offering materials relating to the Ordinary Shares may be made available in Switzerland solely to Regulated Qualified Investors.

9.4 Australia

This Prospectus does not constitute a disclosure document under Part 60.2 of the Australian Corporations Act and has not been, and will not be, lodged with the Australian Securities and Investments Commission. The offer of Ordinary Shares under this Prospectus to investors in Australia will only be made to the extent

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that such offers of Ordinary Shares for issue or sale do not need disclosure to investors under Part 6D.2 of the Australian Corporations Act. In particular, any person who receives an offer of Ordinary Shares under this Prospectus in Australia represents and warrants to the Company and the Joint Bookrunners that they arc a person who falls within an exemption from disclosure to investors provided by section 708 of the Australian Corporations Act, including a "sophisticated investor"' within the meaning of section 708(8) of the Corporations Act, or a "professional investor" within the meaning of section 708(11) of the Australian Corporations Act. Any offer of Ordinary Shares received in Australia is void to the extent that it needs disclosure to investors under the Australian Corporations Act.

Any person to whom Ordinary Shares are issued or sold pursuant to an exemption provided by section 708 of the Australian Corporations Act must not, within 12 months after the issue, offer those Ordinary Shares for sale in Australia unless that offer is itself made pursuant to a disclosure document under Part 6D.2 of the Australian Corporations Act or is made in reliance on an exemption from the disclosure requirements provided by section 708 of the Australian Corporations Act.

10. INTERESTS OF PERSONS INVOLVED IN THE ISSUE

Other than:

the interests of the Directors as disclosed in paragraph 3 of Part IX (Directors and Corporate Governance);

the interests of the GP Holdings and Mr. Pat Gunne as disclosed in paragraph I of this Part XI (171e Issue); and

• the interests of the each person who is interested in 3% or more of the Company's capital as disclosed in paragraph 4 of Part XV (Additional Information),

the Directors are not aware of any interests material to the Issue which are held by persons involved in the Issue.

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PART XII: IRISH REIT REGIME AND TAXATION INFORMATION

I. IRISH REIT REGIME

The following paragraphs are intended as a general guide only and constitute a high-level summary of the Company's understanding of current Irish law in respect of the Irish REIT Regime (which is subject to change). The Irish REIT Regime is a new regime which has recently been enacted and accordingly interpretation of the rules is likely to develop as participants gain exposure to the regime. This summary is based on the key aspects of the Irish REIT Regime as they apply to the Company. Investors should seek their own advice in relation to taxation matters.

1.1 Overview

The recently established Irish REIT Regime is intended to facilitate attracting new sources of capital to the Irish property market and follows similar legislation in the UK, other European countries, as well as the long-established regime in the United States. One of the primary aims of REIT regimes is to minimise the tax inefficiency of holding real estate through corporate ownership by removing corporate taxation at the level of the REIT.

Provided certain conditions and tests are satisfied (see paragraph 1.2 of this Part XII (Irish REIT Regime and Taxation Information)), a REIT or Group REIT does not pay Irish corporate taxes on the income or gains of its Property Rental Business. Instead, distributions to shareholders in respect of the Property Rental Business are treated for Irish tax purposes as income in the hands of shareholders. Corporation tax is still payable in the normal way in respect of income and gains from a group's Residual Business (generally including any property trading business) not included in the Property Rental Business.

While within the Irish REIT Regime, for corporation tax purposes the Property Rental Business is treated as a separate business to the Residual Business. A loss incurred by the Property Rental Business cannot be set off against profits of the Residual Business.

An Irish REIT is required to distribute to its shareholders (by way of dividend), on or before the filing date for the Irish REIT's tax return for the accounting period in question, at least 85% of the Property Income of the Property Rental Business arising in each accounting period (provided it has sufficient distributable reserves). Failure to meet this requirement will result in a tax charge calculated by reference to the extent of the shortfall in the dividend paid. A dividend paid by an Irish REIT from its Property Rental Business .is referred to as a Property Income Distribution or PID. Any normal dividend paid from the Residual Business by the Irish REIT is referred to as a Non-PID dividend.

In this Part XII (Irish REIT Regime and Taxation Information), references to a company's accounting period arc to its accounting period for tax purposes. This period can differ from a company's accounting period for other purposes.

Subject to certain exceptions, PIDs will be subject to withholding tax at the basic rate of income tax (currently 20%). Further details of the Irish tax treatment of Shareholders under the Irish REIT Regime are contained in paragraph 1.3 of this Part XII (Irish REIT Regime and Taxation Infomwtion ).

1.2 Qualification as an Irish REIT

In order to qualify for the Irish REIT Regime, a REIT or Group REIT must satisfy certain conditions set out in the TCA. A summary of the material conditions is set out below.

Conditions to qualify for the Irish REIT Regime

An Irish REIT must be an Irish-resident and incorporated company whose ordinary shares are admitted to trading on a main market of a recognised stock exchange in a Member State, such as the main markets of the Irish Stock Exchange and the London Stock Exchange.

An Irish REIT must also not be a close company for tax purposes. Broadly, a close company is an Irish resident company controlled by five or fewer participators, or by participators who arc directors. A participator is a person having a share, interest, or other right in the income or capital of a company, or any loan creditor of the company. There is a "quoted company" exemption which allows an otherwise close company to not be treated as close where at least 35% of the votes are held by the public and the shares have been quoted and dealt with on a main market of a recognised stock exchange in a Member State within the previous 12 months. For this exemption to apply, not less than 35% of the Irish REIT's shares

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must be beneficially held by the public and for this purpose the 'public' excludes directors of the Irish REIT and certain of their associates, and shareholders who, alone or together with certain associates, control more than 5% of the Irish REIT's share capital.

An Irish REIT which is under the control of certain Irish resident qualifying investors (including Irish investment undertakings within section 739B TCA, Irish pension schemes, Irish charities or Irish life companies) as set out in the TCA will not be regarded as a close company.

On entering the Irish REIT Regime, there is a grace period of up to three years for the shares to be admitted to be listed or admitted to trading on the main market of a recognised stock exchange in a Member State, and for the requirement not to be a close company.

Share capital restrictions

An Irish REIT must have only one class of ordinary shares in issue and the only other shares it may issue arc non-voting restricted preference shares.

Financial statements

The Irish REIT must prepare financial statements in accordance with statutory requirements and submit these to the Irish Revenue. The financial statements must contain the information about the Property Rental Business and the Residual Business separately. An Irish REIT must make an annual statement to the Irish Revenue in relation to its compliance with the conditions of the Irish RE!T Regime.

Conditions for the Irish REIT Regime

The REIT or Group RE!T must satisfy the conditions summarised below at the end of each accounting period during which it is to be treated within the Irish REIT Regime:

(a) at least 75% of the Aggregate Income of the REIT or Group REIT is derived from carrying on a Property Rental Business;

(b) it should conduct a Property Rental Business consisting of at least three properties, the market value of no one of which is more than 40% of the total market value of the properties in the Property Rental Business, (in the case of a new REIT or Group REIT this condition is regarded as having been met if it is met within 3 years of it becoming a REIT or Group REIT);

(c) it should maintain a property financing ratio being, broadly, the ratio of. Property Income plus Financing Costs to Financing Costs, of at least 1.25:1:

(d) at least 75% of the market value of the assets of the REIT or Group REIT must relate to assets of the Property Rental Business;

(e) it should maintain a REIT lTV ratio which does not exceed 50%; and

(f) subject to having sufficient distributable reserves, the Irish REIT must distribute at least 85% of its Property Income to its shareholders by way of Property Income Distribution for each accounting period.

1.3 Effect of being within the Irish REIT Regime

Tax status

A REIT or Group REIT will not pay Irish direct tax on profits and gains from its Property Rental Business. Corporation tax will still apply in the normal way in respect of its Residual Business which may include certain trading activities incidental letting in relation to property trades, letting of administrative property which is temporarily surplus to requirements and certain income such as dividends from other Irish REITs. Corporation tax may also be payable in respect of profits arising in joint venture arrangements where no REIT election has been made (or on the non-REIT proportion of the profits of joint ventures where a REIT election has been made); and also where a member of a group or an interest in an investment vehicle (as opposed to property involved in the Property Rental Business) is sold. A group would also be liable to pay other taxes such as VAT, stamp duty land tax, stamp duty, Local Property Tax and payroll taxes in the normal way.

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Holders of excessive rights

An Irish REIT will become subject to an additional tax charge if it pays a dividend to, or for the benefit of, a Substantial Shareholder. The additional tax charge (currently 25%) of the amount of dividend so paid will be calculated by reference to the whole dividend paid to such a shareholder, and not just by reference to the proportion which exceeds the 10% threshold.

This tax charge will not be incurred if the Irish REIT has taken "reasonable steps" to avoid paying dividends to such a shareholder. One such action would be to include restrictive provisions in the Irish REIT's articles of association to address this requirement. The Articles contain such restrictive provisions which are summarised at paragraph 6.2 of Part XV (Additional Information).

Dividends

An Irish REIT will become subject to an additional tax charge unless it pays a dividend (provided it has sufficient distributable reserves) and that dividend is a PID to the extent necessary to satisfy the 85% distribution test.

Scrip dividends

A company making a dividend may give its shareholders the option of taking additional shares in lieu of taking a cash dividend. A dividend by way of taking additional shares is known as a scrip dividend. Section 816 TCA treats a shareholder who elects to take additional shares as if they have received a dividend of an amount equal to the cash dividend that the shareholder would have received if they had not elected to take the shares. The Irish Revenue have confirmed that such a scrip dividend may be included as a dividend for the purposes of the requirement for the Irish REIT to distribute at least 85% of the Property Income of its Property Rental Business, subject to having sufficient distributable reserves.

Financial statements

As mentioned above, an Irish REIT is required to submit an annual statement to the Irish Revenue.

Profit: Financing cost ratio

A tax charge will arise if, in respect of any accounting period, the ratio of Property Income plus Financing Costs to Financing Costs is less than 1.25: I. The amount (if any) by which the Financing Costs exceeds the amount of those costs which would cause that ratio to equal 1.25 is subject to corporation tax as passive income (currently 25%).

Property development

Property development by a REIT or Group REIT can be within the Property Rental Business provided certain conditions are met. However, where development of a property has occurred following acquisition and the cost of development exceeds 30% of the market value of the property at the date of the commencement of the development, the profits arising from the disposal of the property will be taxable if the disposal takes place within three years of completion of the development. The same treatment applies in respect of property (whether or not a development property) which the REIT or Group REIT deals in the course of a trade.

Certain tax avoidance arrangements

If the Irish Revenue believes that a REIT or Group REIT has been involved in certain tax avoidance arrangements, it may cancel the tax advantage obtained and, in addition, impose a tax charge equal to the amount of the tax advantage. These rules apply to both the Residual Business and the Property Rental Business.

Movement of assets in and out of the Property Rental Business

In general, where an asset owned by a REIT or Group REIT that is used for the Property Rental Business begins to be used for the Residual Business, a taxable disposal is deemed to arise at the market value of the asset. Also, where an asset owned by a REIT or Group REIT and used for the Residual Business begins to be used for the Property Rental Business, this will generally constitute a taxable disposal of the asset at the market value of the asset, except for capital allowances purposes.

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Funds awaiting reinvestment

If a REIT or Group REIT disposes of a Property that is part of its Property Rental Business or if an Irish REIT raises cash from the issue of ordinary share capital, and holds those proceeds, any profits arising from the investment of such proceeds, other than in property for the Property Rental Business, shall be treated as Property Profits during the period of 24 months from the date of disposal, or the date of the issue of the ordinary share capital (as appropriate) and as not being Property Profits thereafter. Where proceeds of a disposal or the issues of ordinary share capital arc held at any time after that date, they will be treated as being assets of the Residual Business and therefore any income or gains they generate may be subject to tax.

Acquisitions and takeovers

If an Irish REIT is taken over by another Irish REIT, the acquired Irish REIT does not necessarily cease to be an Irish REIT and will, provided the conditions are met, continue to enjoy tax exemptions in respect of the profits of its Property Rental Business and chargeable gains on disposal of properties in the Property Rental Business. The properties of the acquired Irish REIT are not treated as having been sold and reacquired at market value. The position is different where an Irish REIT is taken over by an acquirer which is not an Irish REIT. In these circumstances, the acquired Irish REIT may fail to meet the requirements for being an Irish REIT and will therefore be treated as leaving the Irish REIT Regime as of the date of acquisition. On leaving the Irish REIT Regime it will no longer benefit from the exemption from tax on the profits of its Property Rental Business and chargeable gains on disposal of property forming part of its Property Rental Business. The properties in the Property Rental Business will be treated as having been sold and reacquired at market value for the purposes of corporation tax on chargeable gains at that date. These disposals should be tax-free as they are deemed to have been made at a time when the company was still in the Irish REIT Regime and future chargeable gains on the relevant assets will, therefore, be calculated by reference to a base cost equivalent to this market value.

2. TAXATION

The statements of Irish and United Kingdom tax Jaws set out below arc based on existing Irish and United Kingdom tax Jaws, including relevant regulations, administrative rulings and practices in effect on the date of this Prospectus and which may apply to investors who arc the beneficial owners of shares in an Irish REIT. Legislative, administrative or judicial changes may modify the tax consequences described below.

The statements do not constitute tax advice and are intended only as a general summary.

Prospective purchasers should consult their own tax advisors as to the tax consequences in Ireland and the United Kingdom or other relevant jurisdictions of the purchase, ownership and disposition of the Ordinary Shares in an Irish REIT.

2.1. Irish Taxation

This summary sets out the Irish tax treatment of shareholders who hold their Ordinary Shares directly as an investment and who are the absolute beneficial owners of both the Ordinary Shares in and dividends from an Irish REIT. Furthermore, this information only applies to Ordinary Shares of an Irish REIT held as capital assets and does not apply to all categories of shareholders, such as dealers in securities, trustees, insurance companies, collective investment schemes and shareholders who have, or who are deemed to have, acquired their Ordinary Shares by virtue of an office or employment.

The following paragraphs arc intended as a general guide only and arc based on the Company's understanding of current Irish tax Jaw and Irish Revenue practice, each of which is subject to change, possibly with retrospective effect. They arc not advice.

Prospective investors who are in doubt about their tax position, or who are subject to tax in a jurisdiction other than Ireland, should consult their own appropriate independent professional advisor without delay, particularly concerning their lax liabilities on PIDs, whether they are entitled to claim any repayment of lax, and, if so, the procedure for doing so.

Irish taxation of dividends from an Irish REIT

As outlined in paragraph 1.1 of this Part XII (Irish REIT Regime and Taxation lnfonnation) a dividend paid by an Irish REIT from its Property Rental Business is referred to as a Property Income Distribution or

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PIO. Any dividend paid from the Residual Business by an Irish REIT is referred to as a Non-PID dividend. The various taxation implications of PID and Non-PID dividends in the hands of the shareholder are outlined below.

Irish taxation of shareholders who are Irish resident and/or ordinarily resident individuals

Irish resident and/or ordinarily resident individual shareholders in the Company will be liable to Irish income tax on P!Ds and Non-PID dividends from the Company at their marginal rate, plus social security and the universal social charge, depending on their circumstances, on the aggregate of the net dividend received and the withholding tax deducted.

Subject to certain exceptions, the Company is required to apply dividend withholding tax at source at the standard rate (currently 20%) on PID and Non-PID dividends paid to Irish resident and/or ordinarily resident individual shareholders. The Company should provide the shareholder with a certificate setting out the gross amount of the dividend, the amount of tax withheld, and the net amount of the dividend.

Where tax has been withheld at source the shareholder may, depending on their circumstances (i) be liable to further tax on their PID at their applicable marginal rate, (ii) incur no further liability on their PID, or (iii) be entitled to claim repayment of some or all of the tax withheld on their PID. The withholding tax deducted will be available as a credit against the individual's income tax liability. An individual may claim to have the withholding tax refunded to him to the extent that it exceeds his/her income tax liability.

Irish resident and/or ordinarily resident individual shareholders will be liable to capital gains tax (currently 33%) on a disposal of shares in the Company.

Irish taxation of shareholders who are Irish resident companies

A shareholder who is an Irish resident company will be chargeable to corporation tax on any PID received from the Company as PID is treated as passive income subject to tax at 25%.

Non-PlD dividends received by Irish resident company shareholders will not be subject to Irish corporation tax on dividends received from the Company.

Tax will not be withheld at source by the Company on PID or Non-PID dividends paid to an Irish resident company shareholder provided the appropriate declaration is validly made. If dividend withholding tax is withheld at source, the Irish resident company shareholder can set the tax withheld against any liability to corporation tax in the accounting period in which the distribution is received.

Irish resident company shareholders which are close companies, as defined under Irish legislation, may be subject to a corporation tax surcharge on PlD's and Non-PID's income to the extent that it is not re-distributed within the appropriate time frame.

Capital gains tax (currently 33%) will apply on the disposal of shares in the Company by an Irish company shareholder.

Irish taxation of certain other Irish resident shareholders

Tax will not be withheld at source by the Company on PID or Non-PID dividends to certain other Irish resident shareholders including certain pension schemes, collective investment undertakings and charities provided the appropriate declaration is validly made. If dividend withholding tax is withheld at source, the shareholder can set the tax withheld against their liability to income or corporation tax in the accounting period in which the distribution is received.

Capital gains tax (currently 33%) may apply on the disposal of shares in the Company by such other Irish resident shareholders depending on their specific tax status.

Irish taxation of shareholders who are not resident for tax purposes in Ireland

The Company is obliged to apply dividend withholding tax at the standard rate (currently 20%) on P!Ds made to non-resident shareholders. It is not possible for a non-resident shareholder to make a claim under a double taxation treaty for a PID to be paid by the Company gross or at a reduced rate of withholding tax. The right of the shareholder to claim repayment of any part of the tax withheld from a PID will depend on the existence and terms of any tax treaty between Ireland and the country in which the shareholder is resident.

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Non-PID dividends made to certain non-residents may be exempt from dividend withholding tax on the basis that the distribution is made to:

(a) a resident of a foreign country with which Ireland has a tax treaty

(b) a resident of an EU Member State (other than Ireland)

(c) a company not resident in Ireland which is ultimately controlled by a resident of a tax treaty country or an EU Member State (other than Ireland), or

(d) a company if its principal class of share is substantially and regularly traded on a recognised stock exchange in a tax treaty country or Member State.

In each case, an appropriate declaration must be made and evidence of entitlement to exemption provided.

Non-Irish residents will not be liable to capital gains tax in Ireland as the Company is a public listed company, unless such persons are either ordinarily resident in Ireland or hold the shares in connection with a branch or agency carried on in the state.

Irish Capital Acquisitions Tax

Capital acquisitions tax ("CAT") covers both gift tax and inheritance tax. Irish CAT may be chargeable on an inheritance or a gift of Ordinary Shares as such shares would be considered Irish property, notwithstanding that the gift or inheritance is between two non-Irish resident and non-ordinarily Irish resident individuals. The current rate of CAT is 33%. Shareholders should consult their tax advisors with respect to the CAT implications of any proposed gift or inheritance of Ordinary Shares.

Stamp Duty

Transfers or sales of Ordinary Shares will be subject to ad valorem stamp duty. This is payable by the purchaser. The Irish rate of stamp duty on shares is currently I% of the higher of the consideration paid or the market value of the shares.

22. United Kingdom Taxation

This summary only covers the principal UK tax consequences for the absolute beneficial owners of Ordinary Shares and any dividends paid in respect of them, in circumstances where the dividends paid arc regarded for UK tax purposes as that person's own income (and not the income of some other person), and who arc resident in the UK for tax purposes. In addition, the summary (i) only addresses the tax consequences for holders who hold the Ordinary Shares as capital assets; (ii) docs not address the tax consequences which may be relevant to certain other categories of holders, for example, dealers, charities, registered pension schemes, insurance companies, or collective investment schemes; (iii) assumes that the holder docs not control or hold directly or indirectly, either alone or together with one or more associated or connected persons, 10% or more of the shares and/or voting power of the Company; (iv) assumes that there will be no register in the United Kingdom in respect of the Ordinary Shares and that the sole register will be maintained in Ireland; and (v) assumes that the Ordinary Shares will not be paired with shares issued by any company incorporated in the United Kingdom.

Dividends

No UK tax will be withheld by the Company when it pays a dividend. The receipt of dividends from the Company by a UK resident Shareholder will be regarded as a foreign income dividend and subject to UK income tax dividend rates.

A UK resident individual shareholder who is liable to income tax at the basic rate will be subject to tax on the gross dividend at the rate of 10% (the dividend ordinary rate).

A UK resident individual Shareholder who is a higher rate taxpayer will be liable to income tax on the gross dividend at the rate of 32.5% (the dividend higher rate), whilst those subject to the additional rate of tax will be liable to income tax on the gross dividend at the rate of 37.5% (the dividend additional rate).

UK resident individual Shareholders who receive dividends from the Company may be entitled to a tax credit equal to Y9 of the gross dividend (including any Irish withholding tax on such dividend, sec comments below) where they hold less than 10% of the issued shares in the Company. The tax credit is set against the individual's tax liability on the gross dividend income. After taking account of any available tax credit, a

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basic rate taxpayer's UK income tax liability on the dividend will be eliminated (since the 10% tax credit is deemed to cover all that is due for a basic rate taxpayer), a higher rate taxpayer will pay income tax at an effective rate of 25% and an additional rate taxpayer will pay income tax at an effective rate of 30.56%

UK resident Shareholders who do not pay income tax or whose liability to income tax on the dividend and related tax credit is less than the tax credit (including pension funds, charities and certain individuals) are not entitled to claim repayment of any part of the above tax credit associated with the dividend from HMRC.

A UK resident corporate Shareholder is, in principle, subject to corporation tax on any dividend received from the Company, currently 23% for companies paying the main rate of corporation tax, but subject to possible exemption under the rules for the taxation of corporate distributions depending on whether the dividend falls within qualifying exempt classes. Shareholders are advised to seek specific tax advice on this when completing their UK corporation tax returns.

UK resident Shareholders will have suffered 20% Irish withholding tax on dividends paid by the Company (whether individual or corporate shareholders). It may be possible for the Shareholders to reclaim part of this withholding tax from the Irish Revenue by way of a claim under the UK/Ireland double tax treaty. HMRC will allow unilateral relief for any residual Irish withholding tax suffered after a treaty claim, up to a maximum equal to the treaty withholding tax rate of 15%, as a credit against the UK income tax liability on the dividend. Shareholders are advised to discuss this aspect further with their tax advisor.

A UK resident individual Shareholder who is non- UK domiciled can elect to be taxed on the dividend only when it is remitted to the UK. This is a complex area of UK taxation and specific detailed advice should be obtained before taking any action in this regard. For example, if you are regarded as a "long-term" resident (i.e. resident in the UK for 7 of the last 9 tax years) you will be required to pay an annual charge of £30,000 to enable the remittance basis of taxation to be used (this increases to £50,000 for those who have been UK resident for at least 12 of the previous 14 years).

Taxa/ion of Chargeable Gains

A disposal of Ordinary Shares by an individual Shareholder who is resident in the UK may, subject to their specific circumstances and any available exemption or relief, give rise to a chargeable gain (or allowable loss) for the purposes of UK capital gains tax.

The annual exemption is £10,900 for the tax year 2013-2014. Capital gains tax chargeable on gains after the annual exemption will be. at the current rate of 18% (for basic rate taxpayers) and 28% (for higher and additional rate taxpayers) during the tax year 2013-2014.

A Shareholder who is neither UK resident nor UK ordinarily resident will not be subject to UK tax on a gain arising on a disposal of Ordinary Shares unless (i) the Shareholder carries on a trade, profession or vocation in the UK through a branch, agency or permanent establishment and, broadly, holds the Ordinary Shares for the purposes of the trade, profession, vocation, branch, agency or permanent establishment or (ii) the Shareholder falls within the anti-avoidance rules applying to individuals who arc temporarily not resident or in the UK.

Similar to the position with UK dividends, a UK resident individual Shareholder who is UK resident but non-UK domiciled may elect to be taxed on the capital gain only when it is remitted to the UK. As mentioned above this is a complex area of UK tax law and detailed UK tax advice should be obtained before considering whether to adopt the remittance basis of UK taxation.

A disposal of Ordinary Shares by a UK resident corporate Shareholder will be subject to corporation tax on chargeable gains, currently 23% for companies paying the main rate, but indexation allowance should be available to reduce the amount of chargeable gain realised on a disposal of Ordinary Shares (but not to create or increase any loss).

UK Stamp Duty and Stamp Duty Reserve Tilx ("SDRT")

No UK stamp duty or SDRT will be payable by a Shareholder on the allotment, issue or registration of Ordinary Shares. This is on the basis that the Company is incorporated outside of the UK and any agreements to transfer the Ordinary Shares will not be registered on any share register kept in the UK or paired with shares issued by any body corporate incorporated in the UK

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Legal instruments transferring the Ordinary Shares should not be within the scope of UK stamp duty provided that such instruments are executed outside of the UK and do not relate to any matter or thing done or to be done in the UK. Where such an instrument is chargeable to stamp duty in both the UK and Ireland and has been duly stamped in one of those countries it is deemed to be stamped in the other country up to the amount of duty it bears but must be stamped for any excess.

The above comments are intended as a guide to the general UK stamp duty and SORT position. Special rules apply to persons such as market intermediaries, charities, persons connected with depositary arrangements or clearance services and to certain sale and repurchase and stock borrowing arrangements.

3. US FEDERAL INCOME TAXATION

TO ENSURE COMPLIANCE WITH TREASURY DEPARTMENT CIRCULAR 230, PERSONS SUBJECT TO US TAX ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF US FEDERAL TAX ISSUES IN THIS DOCUMENT IS NOT INTENDED OR WRITTEN TO BE RELIED UPON, AND CANNOT BE RELIED UPON, BY SHAREHOLDERS FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON, SHAREHOLDERS UNDER THE INTERNAL REVENUE CODE OF 1986; (B) SUCH DISCUSSION IS INCLUDED HEREIN BY THE COMPANY IN CONNECTION WITH THE PROMOTION OR MARKETING (WITHIN THE MEANING OF CIRCULAR 230) BY THE COMPANY OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C) SHAREHOLDERS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

The following is a summary of certain of the US federal income tax consequences of the acquisition, ownership and disposition of Ordinary Shares by a US Holder (as defined below). This summary is based upon the Internal Revenue Code of 1986 (the "Code"). Treasury Regulations promulgated (and in certain cases, proposed) thereunder, judicial decisions, and the current administrative rules, practices and interpretations or law of the United States Internal Revenue Service ("IRS"), all as in effect on the date of this Prospectus, and all of which are subject to change and differing interpretations, possibly with retroactive effect.

As used herein, the term "US Holder" means a beneficial owner of Ordinary Shares that is, for US federal income tax purposes: (i) a citizen or individual resident of the United States; (ii) a corporation, or other entity treated as a corporation for US federal tax purposes created or organised in or under the laws of the United States or any State·thereof (including the District of Columbia); (iii) an estate, the income of which is subject to US federal income tax without regard to its source; or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more US persons have the authority to control all substantial decisions of the trust, or the trust has elected to be treated as a domestic trust for US federal income tax purposes.

A "Non-US Holder" means a beneficial owner of Ordinary Shares other than a partnership or an entity treated as a partnership for United States federal income tax purposes, that is not a US Holder. If an entity treated as a partnership for United States federal income tax purposes holds Ordinary Shares, the United States federal income tax treatment of a partner in the partnership generally will depend on the status and the activities of the partner and the partnership. A partnership holding Ordinary Shares should consult its own tax advisors with respect to the United States federal income tax consequences applicable to it and its partners of the acquisition, ownership and disposition of Ordinary Shares.

This summary is only a general discussion and is not intended to be, and should not be construed to be, legal or tax advice to any prospective investor. In addition, this summary does not discuss all aspects of United States federal income taxation that may be relevant to a US Holder in light of such person's particular circumstances, including certain holders of Ordinary Shares that may be subject to special treatment under the Code (for example, persons that (i) are tax-exempt organizations, qualified retirements plans, individual retirement accounts and other tax-deferred accounts; (ii) arc financial institutions, insurance companies, grantor trusts, real estate investment trusts, regulated investment companies, or brokers, dealers or traders in securities; (iii) are subject to the alternative minimum tax provisions of the Code; (iv) own Ordinary Shares as part of a straddle, hedging, conversion transaction, constructive sale or other arrangement involving more than one disposition; (v) are expatriates or other former long-term residents of the United States; (vi) own (or are deemed to own) 10% or more (by voting power or value) of the stock of the Company; and (vii) hold Ordinary Shares other than as capital assets or do not use the US Dollar as their functional currency). Moreover, this summary does not include any discussion of United States federal estate or gift tax consequences or state, local or foreign income, estate, gift or other tax consequences.

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The summary of US federal income tax consequences set out below is for US Holders for their general information only. US Holders are urged to consult their own tax advisors as to the particular tax consequences to them of owning the Ordinary Shares including the applicability and effect of state, local, non-US and other tax laws and possible changes in tax law.

THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE ACQUISITION, OWNERSHIP AND DISPOSITION OF SHARES ARE COMPLEX AND POTENTIALLY UNFAVOURABLE TO US HOLDERS. ACCORDINGLY, EACH US HOLDER WHO ACQUIRES SHARES IS STRONGLY URGED TO CONSULT HIS, HER OR ITS OWN TAX ADVISOR WITH RESPECT TO THE UNITED STATES FEDERAL, STATE, LOCAL AND FOREIGN INCOME, ESTATE, GIFT AND OTHER TAX CONSEQUENCES OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF SHARES, WITH SPECIFIC REFERENCE TO SUCH HOLDER'S PARTICULAR CIRCUMSTANCES.

PROSPECTIVE INVESTORS SHOULD SEEK ADVICE FROM THEIR OWN INDEPENDENT TAX ADVISORS CONCERNING THE UNITED STATES FEDERAL, STATE AND LOCAL TAX CONSEQUENCES OF AN INVESTMENT IN SHARES BASED ON THEIR PARTICULAR CIRCUMSTANCES.

3.1 General Taxation on Distributions

Subject to the discussion below under "PFIC Considerations", which is significant, a US Holder that receives a distribution, including a constructive distribution, of cash or property with respect to the Ordinary Shares, other than certain distributions, if any, of the Ordinary Shares distributed pro rata to all shareholders, generally will be required to include the amount of such distribution in gross income as dividend income (without reduction for any foreign income tax withheld from such distribution) to the extent of the current or accumulated "earnings and profits" of the Company, as determined under United States federal income tax principles. Such dividends will not be eligible for the dividends received deduction generally allowed to corporate US Holders. Subject to the discussion below under "PFIC Considerations", which is significant, to the extent that a distribution exceeds the current and accumulated "earnings and profits' of the Company, such distribution will be treated (a) first, as a tax-free return of capital to the extent of a US Holder's tax basis in the Ordinary Shares, causing a reduction in the adjusted basis of the Ordinary Shares, and (b) thereafter, as capital gain from the sale or exchange of Ordinary Shares (as discussed below). However, the Company does not maintain calculations of its earnings and profits in accordance with US federal income tax accounting principles. US Holders should, therefore, assume that any distribution by the Company with respect to the Ordinary Shares generally will constitute ordinary dividend income. An additional 3.8% tax may apply to dividends received by certain US Holders, which may include individuals, estates and trusts, during taxable years beginning on or after I January 2013.

Any such dividend paid in a currency other than the US Dollar will be included in the gross income of a US Holder in an amount equal to the US Dollar value of such currency on the date the dividend is actually or constructively received. The amount of any distribution of property other than cash will be the fair market value of such property on the date of distribution. If a distribution that is made in a currency other than the US Dollar is converted into US Dollars on the date of receipt, a US Holder receiving such distribution generally should not be required to recognise foreign currency gain or loss in respect of such distribution. A US Holder may have foreign currency gain or loss if the amount of such distribution is converted into US Dollars on a date other than the date of receipt. Any gain or loss realised by a US Holder on such conversion will be treated as US source ordinary income or loss.

Dividends received by a US Holder with respect to Ordinary Shares will be treated as foreign source income, which may be relevant in calculating such US Holder's foreign tax credit limitation, if any. A US Holder who docs not elect to claim a foreign tax credit may instead claim a deduction in respect of foreign income taxes paid during the taxable year provided the US Holder elects to deduct (rather than credit) all foreign income taxes for that year. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends distributed by the Company generally will constitute "passive income". The rules relating to computing foreign tax credits or deducting foreign taxes arc extremely complex and US Holders arc encouraged to consult their own tax advisors regarding the availability of foreign tax credits under their particular circumstances.

Subject to the discussion under the risk factor headed "Potential Withholding and Forced Transfers under FATCA" in Part II (Risk Factors) and the discussion below under paragraph 3.5 of this Part XII (Irish REIT Regime and Taxation Jnfonnation ), a Non-US Holder generally will not be subject to United States federal income or withholding tax on dividends received on Ordinary Shares, unless such income is effectively

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connected with the conduct by such Non-US Holder of a trade or business in the United States (or if required by applicable income tax treaty, the income or gain is attributable to a permanent establishment or fixed base that such non-US Holder maintains in the US). Non-US Holders may be required to meet appropriate US tax identification and certification requirements (generally by providing a Form W-8BEN) in order to receive payments free of US backup withholding tax.

3.2 Sale or other disposition

Subject to the discussion below under "PFIC Considerations", which is significant, a US Holder will generally recognize gain or loss on the sale or other taxable disposition of Ordinary Shares in an amount equal to the difference, if any, between (a) the amount of cash plus the fair market value of any property received, determined on (i) the date of receipt of payment in the case of a cash basis US Holder and (ii) the date of such sale or other disposition in the case of an accrual basis US Holder, and (b) such US Holder's adjusted tax basis in the Ordinary Shares sold or otherwise disposed of. Any such gain or loss generally will be treated as a capital gain or loss, which will be a long-term capital gain or loss if the Ordinary Shares are held by such US Holder for more than one year. The deductibility of capital losses is subject to limitations. Gain or loss recognised by a US Holder on the sale or other taxable disposition of Ordinary Shares generally will be treated as "United States source" for purposes of applying the United States foreign tax credit rules. A cash basis US Holder or an electing accrual basis US Holder that receives payment in a currency other than the US Dollar upon the sale or other disposition of the Ordinary Shares will realise an amount equal to the US Dollar value of such currency on the settlement date if Ordinary Shares are treated as being "traded on an established securities market". Any other US Holder generally will determine the amount realised by reference to the US Dollar value of such currency on the date of sale and will have additional ordinary foreign exchange gain or loss attributable to the movement in exchange rates between the date of sale and the settlement date. Any gain or loss realised by a US Holder on a subsequent conversion of the currency for a different amount generally will be ordinary foreign currency gain or loss. The initial tax basis of Ordinary Shares to a US Holder will be the US Dollar value purchase price determined on the date of purchase. If the Ordinary Shares are treated as traded on an "established securities market", a cash basis US Holder or an electing accrual basis US Holder will determine the US Dollar value of the cost of such Ordinary Shares by translating the amount paid at the spot rate of exchange on the settlement date of purchase. The conversion of US Dollars to a non-United States currency and the immediate use of sucb currency to purchase Ordinary Shares generally will not result in taxable gain or loss for a US Holder.

Subject to the discussion below in paragraph 3.5 of this Part XII (Irish REIT Regime and Taxation Information), a Non-US Holder generally will not be subject to United States federal income or withholding tax on any gain realised on the sale or other disposition of Ordinary Shares unless (a) such gain is effectively connected with the conduct by such Non-US Holder of a trade or business in the United States (or if required by applicable income tax treaty, the income or gain is attributable to a permanent establishment or fixed base that such non-US Holder maintains in the US); or (b) such Non-US Holder is an individual and has been present in the United States for 183 days or more in the taxable year of such sale or other disposition and certain other conditions arc met. Non-US Holders may be required to meet appropriate US tax identification and certification requirements (generally by providing a Form W-8BEN) in order to receive payments free of US backup withholding tax.

3.3 PFIC Considerations

A non-US corporation will be a PFIC for US federal income tax purposes for any taxable year if either:

(a) 75% or more of its gross income for such year is "passive income" which for this purpose generally includes dividends, interest, royalties, rents and gains from commodities and securities transactions and gains from assets that produce passive income (the "Income Test"); or

(b) 50% or more of the value of its assets (based on an average of the quarterly values of the assets) during such year is attributable to assets that produce passive income or are held for the production of passive income (the "Asset Test").

For this purpose, a corporation will be treated as owning its proportionate share of the assets and earning its proportionate share of the income of any other corporation in which the corporation owns, directly or indirectly, at least 25% (by value) of the stock.

A separate determination with respect to the Asset Test and Income Test after the close of each taxable year must be made by the Company as to whether it was a PFIC for that year.

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The Company expects it is and will continue to be a PFIC. The balance of this section assumes that the Company will be a PFIC.

For each taxable year that the Company is treated as a PFIC with respect to a US Holder, such US Holder will be subject to special tax rules with respect to any "excess distribution" that it receives and any gain realized from a sale or other disposition (including a pledge) of the Ordinary Shares, unless such US Holder makes a "mark-to-market" election as discussed below. Distributions received in a taxable year that are greater than 125% of the average annual distributions received during the shorter of the three preceding taxable years or a US Holder's holding period for the Ordinary Shares will be treated as an excess distribution. Under these special tax rules:

(a) the excess distribution or gain will be allocated ratably over a US Holder's holding period for the Ordinary Shares;

(b) the amount allocated to the current taxable year, and any taxable years in a US Holder's holding period prior to the first taxable year in which the Company was a PFIC, will be treated as ordinary income; and

(c) the amount allocated to each other taxable year will be subject to the highest tax rate in effect for individuals or corporations, as applicable, for each such year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

The tax liability for amounts allocated to taxable years prior to the year of disposition or excess distribution cannot be offset by any net operating losses for such years, and gains (but not losses) realized on the sale of the Ordinary Shares cannot be treated as capital gains, even if the Ordinary Shares arc held as capital assets.

To the extent the Company has any subsidiaries and any of the Company's subsidiaries is also a PFIC, a US Holder may be deemed to own shares in such lower-tier PFIC that are directly or indirectly owned by the Company in that proportion which the value of the Ordinary Shares such US Holder owns bears to the value of all of the Company's Ordinary Shares, and such US Holder may be subject to the adverse tax consequences described above with respect to the shares of any such lower-tier PFIC that they would be deemed to own. US Holders should consult their tax advisors regarding the application of the PFIC rules to any of the Company's subsidiaries.

A US Holder of"marketable stock" (as defined below) in a PFIC may make a mark-to-market election for such stock to elect out of the tax treatment discussed above. If a US Holder makes a mark-to-market election for its Ordinary Shares, such US Holder will include in income for each year that the Company is treated as a PFIC an amount equal to the excess, if any, of the fair market value of the Ordinary Shares as of the close of such US Holder's taxable year over its adjusted basis in such Ordinary Shares. A US Holder will be allowed a deduction for the excess, if any, of the adjusted basis of the Ordinary Shares over their fair market value as of the close of the taxable year. However, deductions will be allowable only to the extent of any net mark-to-market gains on the Ordinary Shares included in their income for prior taxable years. Amounts included in income under a mark-to-market election, as well as gain on the actual sale or other disposition of the Ordinary Shares, will be treated as ordinary income. Ordinary loss treatment will also apply to the deductible portion of any mark-to-market loss on the Ordinary Shares, as well as to any loss realized on the actual sale or disposition of the Ordinary Shares, to the extent that the amount of such loss does not exceed the net mark-to-market gains previously included for such Ordinary Shares. A US Holder's basis in the Ordinary Shares will be adjusted to reflect any such income or loss amounts. The tax rules that apply to distributions by corporations which are not PFICs would apply to distributions by the Company, except that the lower capital gains rate applicable to qualified dividend income (as defined in the Code) would not apply.

The mark-to-market election is available only for "marketable stock", which is stock that is "regularly traded" on a "qualified exchange" as defined in applicable Regulations. "Regularly traded", in general, means that the Ordinary Shares arc (A) traded on a qualified exchange and (B) traded in more than de minimis amounts for 15 or more days during each calendar quarter. The Company expects that the Ordinary Shares will be listed on the Irish Stock Exchange. A "qualified exchange" includes any foreign exchange that is regulated by a government authority in the jurisdiction in which the exchange is located and in respect of which certain other requirements are met. Although the Irish Exchange is likely to constitute a "qualified exchange or other market" based on these Regulations, the question is factual, and there is no specific authority that designates the Irish Exchange as a "qualified exchange". Even assuming the Irish Exchange is a qualified exchange for these purposes, the Company can give no assurance that its Ordinary Shares wil1 be regularly traded. Because a mark-to-market election cannot be made for equity

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interests in any lower-tier PF!Cs that the Company owns, a US Holder may continue to be subject to the PFIC rules with respect to its indirect interest in any investments held by the Company that are treated as an equity interest in a PFIC for US federal income tax purposes. US Holders should consult their tax advisors as to the availability and desirability of a mark-to-market election, as well as the impact of such election on interests in any lower-tier PF!Cs.

If a non-US corporation is a PFIC, a holder of shares in that corporation may avoid taxation under the rules described above by making a "'qualified electing fund" ("QEF") election to include in income its share of the corporation's income on a current basis. However, US Holders may make a QEF election with respect to their Ordinary Shares only if the Company agrees to furnish them annually with certain tax information, and the Company currently does not intend to prepare or provide such information. Therefore, the QEF election will not be available to US Holders to mitigate the adverse US federal income tax consequences arising under the PFIC rules described above.

Holders of PFIC stock are also subject to additional information reporting rules. Very generally, each US Holder of a PFIC is required to file an annual report containing such information as the US Treasury may require. US Holders should consult their tax advisors regarding any reporting requirements that may apply to them.

3.5 Backup withholding and information reporting

United States information reporting requirements and backup withholding tax generally apply to certain payments to certain non-corporate holders of Ordinary Shares. Information reporting generally will apply to payments of dividends on, and to proceeds from the sale or redemption of, Ordinary Shares by a paying agent within the United States, and by certain paying agents outside the United States, to a holder of Ordinary Shares (other than an "exempt recipient," which includes corporations, payees that are not US Holders that provide an appropriate certification and certain other persons). A paying agent or other intermediary within the United States, and by certain paying agents and intermediaries outside the United States, generally will be required to withhold, at a rate currently of 28% on any payment of dividends with respect to, and on the proceeds from the sale or redemption of, Ordinary Shares within the United States to a US Holder (other than a corporation or other "exempt recipient") if such person fails to furnish its correct taxpayer identification number or otherwise fails to comply with such backup withholding requirements. Non-US Holders may be required to meet appropriate US tax identification and certification requirements (generally by providing a Form W-8BEN) in order to receive payments free of US backup withholding tax.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a US Holder generally may be refunded (or credited against such US Holder's United States federal income tax liability, if any) provided the required information is furnished to the IRS. US Holders should consult their tax advisors as to the application of United States information reporting and backup withholding and their qualification for exemption from backup withholding and the procedure for obtaining such an exemption. If information reporting requirements apply to a US Holder, the amount of dividends paid with respect to, and the gross proceeds from the sale or redemption of, such Ordinary Shares will be reported annually to the IRS and such US Holder.

US Holders that arc individuals (and certain entities formed by or for US Holders) arc required to report information with respect to their investment in the Ordinary Shares to the IRS unless the Ordinary Shares arc held in an account at a domestic US financial institution. Investors who fail to report required information could become subject to substantial penalties. Investors arc encouraged to consult with their own tax advisors regarding the potential information reporting obligations in respect of their investment in the Ordinary Shares.

US Holders who acquire any Ordinary Shares for cash may be required to file a form 926 (return by a U.S. Transferor of Property to a Foreign Corporation) with the IRS and to supply certain additional information to the IRS if (i) immediately after the transfer, the US Holder owns directly or indirectly at least 10% of the Company's total voting power or value, or (ii) the amount of cash transferred to the Company in exchange for the Ordinary Shares, when aggregated with all related transfers under applicable regulations, exceeds US$100,000. Substantial penalties may be imposed on a US Holder that fails to comply with this reporting requirement. Each US Holder is urged to consult with its own tax advisor regarding this reporting obligation.

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PART XIII: CERTAIN ERISA CONSIDERATIONS

ERISA imposes certain requirements on "employee benefit plans" that arc subject to Title I of ERISA, including, for this purpose, certain entities in which such plans invest whose underlying assets are deemed to be plan assets of such employee benefit plan investors (collectively, "ERISA Plan Investors"). A fiduciary of an ERISA Plan Investor should consider the fiduciary standards of ERISA before authorizing an investment of plan assets for the purchase of Ordinary Shares, including whether the investment satisfies the applicable prudence and diversification requirements, is consistent with applicable plan liquidity needs and is being made in accordance with the documents governing the plan.

Section 406 of ERISA and section 4975 of the Code prohibit certain transactions involving the assets of a Benefit Plan Investor (which includes an ERISA Plan Investor, as well as certain plans that are not subject to ERISA but which are subject to section 4975 of the Code, such as individual retirement accounts, certain Keogh plans and certain entities whose underlying assets are deemed to include the assets of such plans) and certain persons having certain relationships to such Benefit Plan Investors (referred to as "parties in interest" under ERISA or "disqualified persons" under the Code (collectively, "Parties in Interest")), unless a statutory or administrative exception or exemption is applicable to the transaction. A Party in Interest who engages in a prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and the Code and the prohibited transaction may have to be rescinded at significant cost to the Company.

Governmental plans, certain church plans and certain non-US plans, while not subject to the fiduciary responsibility and prohibited transaction provisions of ERISA or the provisions of section 4975 of the Code, may nevertheless be subject to substantially similar rules under Federal, state, local or non-US laws, and may be subject to the prohibited transaction rules of section 503 of the Code. Fiduciaries of any such plans should consult with their counsel before authorizing an investment of plan assets for the purchase of Shares.

Under ERISA and a regulation issued by the United States Department of Labor (29 C.F.R. section 2510.3 101, the "Plan Asset Regulations"), as modified by section 3( 42) of ERISA, if a Benefit Plan Investor invests in an "equity interest" of an entity that is neither a "publicly offered security" (which requires registration with the SEC) nor a security issued by an investment company registered under the Investment Company Act of IY40, the Benefit Plan Investor's assets are generally deemed to include both the equity interest and an undivided interest in each of the entity's underlying assets, unless it is established (a) that the entity is an "operating company" as that term is defined in the Plan Asset Regulations, or (b) that less than 25 percent of the total value of each class of equity interest in the entity, disregarding the value of any equity interests held by persons (other than Benefit Plan Investors) with discretionary authority or control with respect to the assets of the entity or who provide investment advice for a fee with respect to such assets (such as the Investment Manager), and their respective affiliates (each a "Controlling Person''), is held by Benefit Plan Investors (the "25% Limitation"). A "Benefit Plan Investor" means (I) an employee benefit plan (as defined in section 3(3) of ERISA), subject to the provisions of part 4 of Subtitle B of Title I of ERISA, (2) a plan to which section 4975 of the Code applies, or (3) any entity whose underlying assets include plan assets by reason of such plan's investment in such entity.

If the underlying assets of the Company arc deemed to be plan assets under the Plan Asset Regulations, the obligations and other responsibilities of the plan sponsors, plan fiduciaries and plan administrators, and of Parties in Interest, under Parts 1 and 4 of Subtitle B of Title I of ERISA and section 4975 of the Code, as applicable, may be expanded, and there may be an increase in their liability under these and other provisions of ERISA and the Code. In addition, various providers of fiduciary or other services to the Company, and any other parties with authority or control with respect to the Company, could be deemed to be plan fiduciaries or otherwise parties in interest or disqualified persons by virtue of their provision of such services (and there could be an improper delegation of authority to such providers).

The Plan Asset Regulations defines an "equity interest" as any interest in an entity other than an instrument that is treated as indebtedness under applicable local law and that has no substantial equity features. The Ordinary Shares may be considered "equity interests" for purposes of the Plan Asset Regulations. In order to avoid having the Company's asset treated as plan assets under the Plan Asset Regulations, the Company intends to prohibit investments by Benefit Plan Investors and Controlling Persons in Ordinary Shares other than, in the case of Benefit Plan Investors, shareholders that acquire the Ordinary Shares on or prior to Admission with the written consent of the Company, and, in the case of Controlling Persons, shareholders that acquire the Ordinary Shares with the written consent of the Company. Each purchaser at the Issue and each subsequent transferee of a Share will be required or, in

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the case of a subsequent transferee, be deemed to make certain representations regarding its status as a Benefit Plan Investor, a Controlling Person and other ERISA matters as described below. No Ordinary Shares will be sold or transferred to purchasers that have represented that they are Benefit Plan Investors or Controlling Persons other than, in the case of Benefit Plan Investors, shareholders that acquire the Ordinary Shares on or Prior to Admission with the written consent of the Company, and, in the case of Controlling Persons, shareholders that acquire the Ordinary Shares with the written consent of the Company. However, after the Issue, the Company will be unable to monitor whether Benefit Plan Investors acquire Ordinary Shares and therefore, there can be no assurance that Benefit Plan Investors will never acquire Ordinary Shares other than during the Issue or that, if they do, the ownership of all Benefit Plan Investors will be below the 25% threshold. If the Company's assets were deemed to constitute "plan assets" within the meaning of the Plan Asset Regulations, certain transactions that the Company might enter into in the ordinary course of business and operation might constitute non-exempt prohibited transactions under ERISA or the Code, resulting in the imposition of excise taxes and penalties. In addition, any fiduciary of a Benefit Plan Investor or a governmental, church, non-US or other plan which is subject to any federal, state, local or non-US Jaw that is similar to the prohibited transaction provisions of section 406 of ERISA and/or section 4975 of the Code ("Similar Law") that is responsible for such plans investment in the Ordinary Shares could be liable for any ERISA fiduciary violations or violations of Similar Law relating to the Company.

Each of the Company, Davy, J.P. Morgan Cazcnove, Investec, the Investment Manager, or their respective affiliates may be the sponsor of, or investment advisor with respect to one, or more Plans. Because such parties may receive certain benefits in connection with the sale of the Ordinary Shares to such Plans, whether or not the Ordinary Shares are treated as equity interests in the Company, the purchase of such Ordinary Shares using the assets of a Plan over which any of such parties has investment authority might be deemed to be a violation of the prohibited transaction rules of ERISA and/or section 4975 of the Code for which no exemption may be available. Accordingly, the Ordinary Shares may not be acquired using the assets of any Plan if any of the Company, Davy, J.P. Morgan Cazenove, lnvestcc, the Investment Manager or their respective affiliates has investment authority with respect to such assets (except to the extent (if any) that a favourable statutory or administrative exemption or exception applies).

lf you are a purchaser at the Issue or a subsequent transferee of an Ordinary Share, you will be required or, in the case of a subsequent transferee, be deemed to represent, warrant and agree that (i) you arc not, and arc not acting on behalf of, a Benefit Plan Investor or a Controlling Person unless, in the case of Benefit Plan Investors, you acquire the Ordinary Shares on or prior to Admission with the written consent of the Company, and, in the case of Controlling Persons, you acquire the Ordinary Shares with the written consent of the Company, and (ii) (A) if you are, or are acting on behalf of, a Benefit Plan Investor, your acquisition, holding and disposition of such Share docs not and will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and (B) if you are a governmental, church, non-US or other plan which is subject to Similar Law, (1) you are not, and for so long as you hold such Ordinary Shares or interest therein will not be, subject to any federal, state, local, non-US or other laws or regulations that could cause the underlying assets of the Company to be treated as assets of a shareholder by virtue of your interest in the Ordinary Shares and thereby subject the Company (or any persons responsible for the investment and operation of the Company's assets) to laws or regulations that are substantially similar to the prohibited transaction provisions of section 406 of ERISA or section 4975 of the Code and (2) your acquisition, holding and disposition of such Ordinary Shares will not constitute or result in a non-exempt violation of any Similar Law and (iii) you will agree to certain transfer restrictions regarding your interest in such Ordinary Shares.

No transfer of an interest in Ordinary Shares will be permitted or recognised if it would cause the Ordinary Shares to be held by Benefit Plan Investors or Controlling Persons other than, in the case of Benefit Plan Investors, shareholders that acquire the Ordinary Shares on or prior to Admission with the written consent of the Company, and, in the case of Controlling Persons, shareholders that acquire the Ordinary Shares with the written consent of the Company.

The fiduciary of any Benefit Plan Investor considering whether to acquire a Share or of an employee benefit plan not subject to ERISA or section 4975 of the Code should consult with its counsel regarding the potential consequences of such investment, the applicability and potential effects of the fiduciary responsibility and prohibited transaction provisions of ERISA and the Code and/or corresponding provisions of Similar Law, and the scope of any available exemption relating to such investment.

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The sale of Ordinary Shares to a Benefit Plan Investor or an employee benefit plan not subject to ERISA or section 4975 of the Code is in no respect a representation or warranty by the Company, or any other person that this investment meets or, in the future, will meet all relevant legal requirements with respect to investments by Benefit Plan Investors or such other plans generally or with respect to any particular Benefit Plan Investor or other plan, that any prohibited transaction exemption would apply to the acquisition, holding, or disposition of this investment by such plans in general or any particular plan, or that this investment is appropriate for such plans generally or any particular plan. Although it is contemplated that the assets of the Company will not be deemed to be plan assets under the Plan Asset Regulations, no assurance can be given that the such treatment can be avoided after the Shares become publicly traded and that the fiduciary and prohibited transaction provisions of ERISA and the Code would not become applicable to investments made and transactions entered into by the Company.

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PART XIV: ALTERNATIVE INVESTMENT FUND MANAGERS DIRECTIVE

1 BACKGROUND

Member states of the European Union, including Ireland, are required to implement Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers ("AJFMD") into national legislation by 22 July 2013. AIFMD regulates entities involved in the management of alternative investment funds in the European Union and aims to create a comprehensive and effective regulatory and supervisory framework for the managers of such funds. As at the date of the Prospectus, the Irish rules implementing AIFMD have not come into force and therefore it is uncertain how AIFMD will be implemented into Irish law and how this will impact the Company and the Investment Manager.

2. APPLICATION OF AJFMD AND IRISH COLLECTIVE INVESTMENT SCHEME LEGISLATION TO THE COMPANY

The Company is currently not subject to regulation by the Central Bank as a variable capital investment company pursuant to Part XIII of the Companies Act 1990, a unit trust pursuant to the Unit Trusts Act 1990 or as another form of regulated fund pursuant to any other collective investment scheme legislation in force in Ireland.

Based on the provisions of AIFM D it is considered by the Directors that the Company may be an alternative investment fund ("AIF'') within the scope of AIFMD with effect from 22 July 2013. Under current law the Directors do not believe that the Company will need to be authorised as a regulated AIF by the Central Bank. However, the Central Bank stated in its document '1\IFMD-Questions and Answers" issued in May 2013 that, in addition to the typical fund structures which are authorised and regulated pursuant to the collective investment scheme legislation, there may be other structures or similar arrangements which have been established in order to channel funds from investors and which have some element of pooled investment. The Central Bank further stated that it will look at the impact of the Central Bank's AlF Rulebook in respect of such structures. Accordingly, there is a risk that legislative changes may require the Company to be authorised as a regulated AIF by the Central Bank.

If the Company is determined to be subject to authorisation as a regulated AIF, the Company may be required under AIFMD to comply with various reporting requirements (including the preparation of semi-annual and annual reports) and other conditions including conditions as to its liquidity profile and the usc of leverage, transparency obligations and disclosure obligations concerning the acquisition of major holdings and control of unlisted companies (other than companies used to acquire real estate properties). In addition, if the Company has to be authorised as a regulated AIF it may become subject to the Central Bank's AIF Rulcbook's requirements for retail investor AIF's ("RIAIFs") which subject RIAIFs to a number of prescriptive conditions including limits on eligible investments and diversification limits, such as not being able to invest more than 30% of its net assets in a single real estate interest or not being able to invest more than 25% of its net assets in a single vacant property. If the Company has to be authorised by the Central Bank as a regulated AIF, it will have to appoint a depositary in Ireland who must act as custodian of the Company's assets and perform a trustee role to monitor the activities of the Investment Manager and the Company generally. The Company will incur additional costs in meeting these requirements.

If the Company does not have to be authorised as a regulated AIF, the Company will not be subject to, among other things, the Central Bank's AIF Rulebook. However, if the Company is an AIF (whether a regulated AIF or an unregulated AI F), the Investment Manager, as the Company's external manager, will be required to be authorised by the Central Bank as an alternative investment fund manager ("AIFM") under AIFMD. In these circumstances pursuant to certain transitional provisions under AIFMD, which are expected to be implemented into Irish law, the Investment Manager will be required to comply with the provisions of AIFMD on a "best efforts" basis from 22 July 2013 and will have until 21 July 2014 to be authorised as an AIFM. Upon the Investment Manager being authorised as the AIFM of the Company, it will be required to procure that the Company appoints a depositary in Ireland which will result in additional costs for the Company.

3. APPLICATION OF AJFMD TO THE INVESTMENT MANAGER

If the Company is an AIF for the purposes of AIFMD, the Investment Manager will have to be authorised as an AIFM. In these circumstances pursuant to certain transitional provisions under AIFMD which arc

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expected to be implemented into Irish law, the Investment Manager will be required to comply with the provisions of AIFMD on a "best efforts" basis and will have until 21 July 2014 to be authorised as an AIFM. As the AIFM for the Company, the Investment Manager will be required to comply with various organisational requirements and conduct of business rules, adopt and implement a programme of activities and various policies and procedures addressing areas such as risk management, liquidity management, conflicts of interest, valuations, compliance, internal audit and remuneration, and comply with on-going capital, reporting and transparency obligations. Upon the Investment Manager being authorised as an AI FM, it will be required to procure that the Company appoints a depositary in Ireland who must act as a custodian of the Company's assets which will result in additional costs for the Company. As at the date of this Prospectus, the Irish rules implementing AIFMD have not come into force and therefore it is uncertain how AIFMD will be implemented in relation to the Company as an Irish REIT.

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PART XV: ADDITIONAL INFORMATION

I. RESPONSIBILITY

The Company and the Directors (whose names appear on page 39 of this Prospectus) accept responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Management Team accept responsibility for the Management Team Statements. To the best of the knowledge and belief of the Management Team (who has taken all reasonable care to ensure that such is the case), such Management Team Statements arc in accordance with the facts and do not omit anything likely to affect the import of such information.

2. INFORMATION ON THE COMPANY

The Company was incorporated and registered in Ireland on 24 June 2013 with registered number 529378 pursuant to the Irish Companies Acts as a public limited company under the name Green Property Asset Management pic. It changed its name to Green REIT pic, on 25 June 2013.

The principal legislation under which the Company operates, and under which the Ordinary Shares were created, is the Irish Companies Acts and the regulations made thereunder.

The registered office the Company is at Styne House, Hatch Street Upper, Dublin 2, Ireland.

The liability of the shareholders of the Company is limited to amounts, if any, unpaid on the shares issued to them.

The financial year end of the Company is 30 June.

The Company is domiciled in Ireland and resident in Ireland for tax purposes.

The Company is not currently subject to regulation by the Central Bank as a variable capital investment company pursuant to Part XIII of the Companies Act 1990, a unit trust pursuant to the Unit Trusts Act 1990 or as another form of regulated fund pursuant to any other collective investment scheme legislation in force in Ireland. Based on the provisions of AIFMD it is considered by the Directors that the Company may be an AIF within the scope of AIFMD with effect from 22 July 2013. Under current law the Directors do not believe that the Company will need to be authorised as a regulated AIF by the Central Bank but there is a risk that legislative changes may require the Company to be authorised as a regulated AIF by the Central Bank. For further information on AIFMD, see Part XIV (Alternative /nvestmellt Fund Managers Directive).

At the date of this Prospectus. the Company has not appointed a depositary. However, if the Investment Manager is required to be authorised as an AIFM, it will be required to procure that the Company appoints a depositary upon its authorisation as the AIFM of the Company.

The Company has not traded nor prepared any audited accounts since its incorporation and has had limited operations. KPMG Chartered Accountants, whose address is I Stokes Place, St. Stephen's Green, Dublin 2, has been appointed as the auditors of the Company and will have been the only auditors of the Company since its incorporation.

Save for matters connected with the Issue and the entry into of the contracts discussed in paragraph 1 I of Part XV (Additional Information) the Company has not engaged in operations since its incorporation and has not incurred borrowings.

3. SHARE CAPITAL

Under the Irish Companies Acts a public limited company is required to have a nummum of seven members and may not commence business until its issued share capital is at least €38,092.14.

On incorporation and as at 12 July 2013 (being the latest practicable date prior to the publication of this Prospectus) GP Holdings holds 399,994 Ordinary Shares representing 99.9985% of the issued share capital of the Company and is also the beneficial owner of the remaining six Ordinary Shares in issue (with each of the Management Team and Green Property Ventures Limited (which is majority-owned and controlled by members of the Management '!Cam) being the registered holder of one such Ordinary Share).

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On incorporation the issued share capital of the Company was €40,000 divided into 400,000 ordinary shares of €0.10 each and on 24 June 2013, the Company increased its authorised share capital to €100,000,000 divided into 1,000,000,000 ordinary shares of €0.10 each. As at 12 July 2013 (being the latest practicable date prior to the publication of this Prospectus), the current issued share capital is €40,000, made up of 400,000 ordinary shares of €0.1 0 each. All of these shares were fully paid up on that date.

See paragraph 6.2 of this Part XV (Additional Information) in respect of the Directors' authority to issue Ordinary Shares.

Pursuant to special resolutions passed at a general meeting of the Shareholders held on 12 July 2013:

(a) The Directors are entitled to allot, as if Section 23(1) of the 1983 Act did not apply to any such allotment, Ordinary Shares (provided that the aggregate nominal value of any shares which may be allotted under this authority may not exceed €30,960,000) provided that such authority expires on 12 January 2014, unless previously varied, revoked or renewed.

(This authority will enable Ordinary Shares to be issued in respect of the Issue including to GP Holdings and LYS II on the date of Admission).

(b) The Directors are entitled to allot, as if the said Section 23(1) of the 1983 Act did not apply to any such allotment, Ordinary Shares to the Investment Manager pursuant to the Investment Manager Agreement (provided that the aggregate nominal value of any shares which may be allotted may not exceed €3,100,000) provided that such authority expires at the earlier of the close of business on (i) the date of the next annual general meeting of the Company after 12 July 2013 or (ii) 12 January 2015, provided that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement as if the power hereby conferred had not expired.

(This authority will enable the Directors to allot Ordinary Shares to the Investment Manager pursuant to and for the duration of the Investment Manager Agreement in respect of the Performance Fee payable to the Investment Manager. Pursuant to Section 24(5) of the 1983 Act, this special resolution was recommended by the Directors and there was circulated with the notice of the meeting at which such resolution was recommended and proposed a written statement by the Directors stating:

(i) that their reasons for recommending the special resolution were that (i) as the Company proposes to elect to become a real estate investment trust, the Company would require expertise in investment, development and management of real estate and the Directors believed that the Investment Manager satisfies those requirements and (ii) the application of the Performance Fee to the allotment and issue of Ordinary Shares should incentivise and reward the Investment Manager and align its interests with those of Shareholders generally;

(ii) that the amount to be paid to the Company in respect of the allotment and issue to the Investment Manager of Ordinary Shares will be calculated in accordance with the terms of the Investment Manager Agreement and that this sum (the Performance Fee) would be applied to allot and issue a number of Ordinary Shares to the Investment Manager that is equal to "X", where "X" is determined by dividing the Performance Fee by the average of the closing prices of the Ordinary Shares on the main market of the Irish Stock Exchange over the period of twenty days prior to the business day immediately preceding the date on which such Performance Fee is first determined; and

(iii) that the payment by the Investment Manager of such amount in return for the relevant number of Ordinary Shares will be determined by the terms of the Investment Manager Agreement and that this agreement has been negotiated on an arm's length basis with a view to incentivising and rewarding the Investment Manager and to aligning its interests with those of Shareholders generally).

(c) The Directors are entitled to allot, as if Section 23(1) of the 1983 Act did not apply to any such allotment, Ordinary Shares (provided that the aggregate nominal value of any shares which may be allotted under this authority may not exceed €1 ,550,000 being equivalent to 5% of the aggregate nominal value of the issued ordinary share capital of the Company at close of business on the day of Admission) provided that such authority expires at the close of business on the date of the next annual general meeting of the Company after the passing of this resolution or 12 January 2015, whichever is the earlier, unless previously varied, revoked or renewed.

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(This authority will enable the Directors to allot a limited amount of Ordinary Shares generally at their discretion without the application of pre-emption rights for other shareholders).

(d) The Company is authorised to make market purchases (as defined by Section 212 of the 1990 Act) of Ordinary Shares on such terms and conditions and in such manner as the Directors may determine from time to time but subject, however, to the provisions of the 1990 Act and to the following restrictions and provisions:

(i) the maximum number of Ordinary Shares authorised to be acquired shall not exceed €31,000,000 shares (representing 10% of the issued share capital of the Company);

(ii) the minimum price (excluding expenses), which may be paid for any Ordinary Share shall be an amount equal to the nominal value thereof;

(iii) the maximum price (excluding expenses) which may be paid for any Ordinary Share shall be the higher of:

(A} the higher of 5% above the average of the closing prices of an Ordinary Share taken from the Irish Stock Exchange Daily Official List in Dublin and the average of the closing prices of the shares taken from the Official List of the London Stock Exchange for the five business days prior to the day the purchase is made; and

(B) the amount stipulated by Article 5(1} of the Market Abuse (Buyback and Stabilisation) Regulation (being the value of an Ordinary Share calculated on the basis of the higher of the price quoted for:

(aa) the last independent trade of: and

( ab) the highest current independent bid or offer for,

any number of Ordinary Shares on the trading venue where the purchase pursuant to the authority conferred by this resolution will be carried out);

provided that such authority shall expire at the close of business on the date of the next annual general meeting of the Company after the passing of such resolution or 12 January 2015, whichever is the earlier, unless previously varied, revoked or renewed by special resolution in accordance with the provisions of Section 215 of the Companies Act, 1990. The Company may, before such expiry, enter into a contract for the purchase of Ordinary Shares which would or might be executed wholly or partly after such expiry and may complete any such contract as if the authority conferred hereby had not expired;

(c) For the purposes of Section 209 of the 1990 Act the re-issue price range at which any treasury shares (as defined by the said Section 209) for the time being held by the Company may be re-issued off-market shall be as follows:

(i) the maximum price at which a treasury share may be re-issued off-market shall be an amount equal to 120% of the "Appropriate Price"; and

(ii) the minimum price at which a treasury share may be re-issued off-market shall be an amount equal to 95% of the "Appropriate Price"

where "Appropriate Price" shall mean the average of the five amounts resulting from determining whichever of the following (i), (ii) or (iii) specified below in relation to shares of the class of which such treasury share is to be re-issued shall be appropriate in respect of each of the five business days immediately preceding the day on which the treasury share is re-issued, as determined from information on the business done published in the Daily Official List of the Irish Stock Exchange relating to each of these five business days:

(i) if there shall be more than one dealing reported for the day, the average of the prices at which such dealings took place; or

(ii) if there shall be only one dealing reported for the day, the price at which such dealing took place; or

(iii) if there shall not be any dealing reported for the day, the average of the high and low market guide prices for the day;

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and if there shall be only a high (but not a low) or a low (but not a high) market guide price reported, or if there shall not be any market guide price reported, for any particular day, then that day shall not count as one of the said five business days for the purposes of determining the "Appropriate Price". If the means of providing the foregoing information as to dealings and prices by reference to which the "Appropriate Price" is to be determined is altered or is replaced by some other means, then the "Appropriate Price" is to be determined on the basis of the equivalent information published by the relevant authority in relation to dealings on the Irish Stock Exchange Limited or its equivalent; and

(f) The articles of association summarised in paragraph 6 of this Part XV (Additional Information) were adopted as the articles of association of the Company in substitution for, and to the exclusion of, the then existing Articles.

The Company has no convertible debt securities, exchangeable debt securities or debt securities with warrants in issue.

4. INTERESTS OF MAJOR SHAREHOLDERS

Subject to the arrangements set out in paragraph 11 of this Part XV (Additionallnfonnation ), insofar as the Directors arc aware, immediately prior to, and following, Admission, the name of each person who, directly or indirectly, is interested in 3% or more of the Company's capital, and the amount of such person's interest, will be as follows

Immediately prior to Admission Immediately following Admission

Percentage of Percentage of Number of issued Ordinary Number of issued Ordinary

Name Ordinary Shares Share Capital Ordinary Shares Share Capital

Paulson & Co Inc. 40,000,000 12.90% Jnvestec Asset Management Limited .. . 40,000,000 12.90% LVS II ....................... . 30,969,000 9.99% Blackrock Advisors Inc ............ . 29,765,922 9.60% Threadneedle Asset Management

Limited ..................... . 25,000,000 8.06% Franklin Templeton Companies LLC .. . 11,000,000 3.55% Zurich Life Assurance pic ......... . 10,000,000 3.23% Odcy Asset Management LLP ...... . 10,000,000 3.23% GP Holdingsl') .................. . 399,994 99.9985% 10,000,000 3.23%

Notes:

(I) As at 12 July 2013 (being the latest practicable date prior to the issue of this Prospectus), GP Holdings holds 399,994 Ordinary Shares representing 99.9985% of the issued share capital of the Company. It is also the beneficial owner of the remaining six Ordinary Shares in issue (with each of the Management Tham and Green Property Ventures Limited (which is majority-owned and controlled by members of the Management Team) being the registered holder of one such Ordinary Share). GP Holdings is majority-owned and controlled by members of the Management Team (other than Mr. Pat Gunnc) and each member of the Management Team is also a director of GP Holdings. On Admission, each member of the Management Team and Green Property Ventures Limited will transfer the one Ordinary Share held by it (as nominee for GP Holdings) to GP Holdings for nil consideration.

The above listed Shareholder does not have different voting rights.

The Company is not aware of any persons who, directly or indirectly, jointly or severally, exercise or could exercise control over the Company as at, or immediately following, Admission.

Under the Irish RE!T Regime the Company will become subject to an additional tax charge if it pays a dividend to, or in respect of, a Substantial Shareholder unless it has taken "reasonable steps" to avoid paying dividends to such a shareholder. The Articles contain provisions designed to avoid the situation where dividends may become payable to Substantial Shareholders. These provisions are summarised at paragraph 6.2 of Part XV (Additionallnfonnation).

5. MANDATORY BIDS AND COMPULSORY ACQUISITION RULES

5.1 Mandatory Bids

As an Irish company with shares admitted to listing on the Official List of the Irish Stock Exchange and the Official List of the UK Listing Authority from Admission, only the Irish Takeover Panel would monitor and

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supetvise a takeover bid for the Company. The Irish Takeover Rules regulate acquisitions of the Company's securities.

Rule 5 of the Irish Takeover Rules prohibits the acquisition of securities or rights over securities in a company, such as the Company, in respect of which the Irish Takeover Panel has jurisdiction to supetvisc, if the aggregate voting rights carried by the resulting holding of securities and by the securities the subject of such rights, if any, would amount to 30% or more of the voting rights of that company. If a person holds securities or rights over securities which in the aggregate carry 30% or more of the voting rights, that person is also prohibited from acquiring securities carrying 0.05% or more of the voting rights, or rights over such securities, in a 12 month period. Acquisitions by and holdings of concert parties must be aggregated. The prohibition docs not apply to purchases of securities or rights over securities by a single holder of securities (including persons regarded as such under the Irish Takeover Rules) who already holds securities, or rights over securities, which represent in excess of 50% of the voting rights.

Rule 9 of the Irish Takeover Rules provides that where a person acquires transferable securities which, when taken together with transferable securities held by concert parties, amount to 30% or more of the voting rights of a company, that person is required under Rule 9 to make a general offer-a "mandatory offer"-to the holders of each class of transferable, voting securities of the company to acquire their securities. The obligation to make a Rule 9 mandatory offer is also imposed on a person (or persons acting in concert) who holds securities conferring 30% or more of the voting rights in a company and who increases that stake by 0.05% or more in any 12 month period. Again, a single holder of securities (including persons regarded as such under the Irish Takeover Rules) who holds securities conferring in excess of 50% of the voting rights in a company may purchase additional securities without incurring an obligation to make a Rule 9 mandatory offer. There have been no mandatory takeover bids nor any public takeover bids by third parties in respect of the share capital of the Company in the last financial year or in the current financial year to date.

5.2 Squeeze Out

The European Communities (Takeover Bids (Directive 2004/25/EC)) Regulations 2006 (the "2006 Regulations") set out a procedure enabling a bidder for an Irish company which has securities admitted to trading on an EU regulated market to acquire compulsorily the securities of those holders who have not accepted a general offer-the "squeeze-out" right on the terms of the general offer.

The main condition which needs to be satisfied before the "squeeze-out" right can be exercised is that the bidder, pursuant to acceptance of a bid for the beneficial ownership of_all the transferable voting securities (other than securities already in the beneficial ownership of the bidder) in the capital of the company, has acquired, or unconditionally contracted to acquire, securities which amount to not less than nine tenths of the nominal value of the securities affected and carry not less than nine tenths of the voting rights attaching to the securities affected.

53 Buy-Out

The 2006 Regulations also provide for rights of "sell-out" for shareholders in Irish companies which have securities admitted to trading on an EU regulated market. Holders of securities carrying voting rights in the company who have not accepted a bid by way of a general offer for the beneficial ownership of all of the voting sccuri tics in the company (other than securities already in the beneficial ownership of the bidder) have a corresponding right to oblige the bidder to buy their securities, on the terms of the general offer under which the beneficial ownership of the securities of the assenting security holders was acquired by the bidder. The main condition to be satisfied to enable the exercise of "sell-out" rights is that the bidder has acquired, or unconditionally contracted to acquire, securities which amount to not less than nine tenths in nominal value of the securities affected and which carry not less than nine-tenths of the voting rights attaching to the securities affected.

5.4 Substantial Acquisition Rules

The Substantial Acquisition Rules are designed to restrict the speed at which a person may increase a holding of voting securities (or rights over such securities) of a company which is subject to the Irish Takeover Rules. including the Company. The Substantial Acquisition Rules prohibit the acquisition by any person (or persons acting in concert with that person) of shares or rights in shares carrying 10% or more of the voting rights in the Company within a period of 7 calendar days if that acquisition would take that person's holding of voting rights to 15% or more but less than 30% of the voting rights in the Company.

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5.5 Irish Merger Control Legislation

Under Irish merger control legislation, any person or entity proposing to acquire direct or indirect control of the Company through the acquisition of Ordinary Shares or otherwise must, subject to various exceptions and if various financial thresholds arc met or exceeded, provide advance notice of such acquisitions to the Irish Competition Authority. Failure to notify properly is an offence under Irish law. The Competition Act 2002, as amended, defines "control" as existing if, by reason of securities, contracts or any other means, decisive influence is capable of being exercised with regard to the activities of a company. Under Irish law, any transaction subject to the mandatory notification obligation set out in the legislation (or any transaction which has been voluntarily notified to the Irish Competition Authority) will be void, if put into effect before the approval of the Irish Competition Authority is obtained or before the prescribed statutory period following notification of such transaction lapses without the Irish Competition Authority having made an order.

6. MEMORANDUM AND ARTICLES OF ASSOCIATION

The following is a summary of the Memorandum of Association and the Articles. Any Shareholder requiring further detail than that provided in the summary is advised to consult the Memorandum of Association and the Articles which are available at the address specified in paragraph 2 of this Part XV (Additional Information).

6.1 Memorandum of Association

The Memorandum of Association provides that the Company's objects arc, among other things, to carry on the business of a property investment company and to do all such things deemed incidental or conducive to the attainment of this object. The objects of the Company are set out in full in clause 3 of the Memorandum of Association which is available for inspection at the address specified in paragraph 2 of this Part XV (Additional Information).

6.2 Articles

Issuing Shares

Subject to the provisions of the Irish Companies Acts, and without prejudice to any rights attached to any existing shares or class of shares, any share may be issued with such rights or restrictions as the Company may by ordinary resolution determine or as the directors of the Company may determine pursuant to any power conferred on them by the Articles provided that for so long as the Company is an Irish REIT its issued share capital shall consist only of such classes (and number of classes) as is permitted for an Irish REIT by the Irish REIT Regime (and the rights attached to any preference share issued by the Company shall be limited in the manner required for an Irish REIT by the Irish REIT Regime).

Subject to the Articles and to the provisions of the Irish Companies Acts, the unissued shares of the Company (whether forming part of the original or any increased capital) are at the disposal of the Board. On the allotment and issue of any shares, the directors of the Company may impose restrictions on the transfer or disposal of such shares as may be considered by the Directors to be in the best interests of the Company.

The Directors arc authorised to allot Ordinary Shares up to an aggregate nominal value of €40,300,000 provided that such authority shall expire at the earlier of the close of business on the date of the next annual general meeting of the Company after the date of adoption of the relevant articles of association granting such authorisation or the day which is 18 calendar months after the date of adoption of the relevant articles of association granting such authorisation, provided that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired.

(This authority will enable Ordinary Shares to be issued by the Directors in respect of (i) the Issue, including to GP Holdings and LVS II and (ii) 30% of the issued share capital of the Company after the Issue).

The Directors arc also authorised to allot Ordinary Shares where such shares are being issued in consideration of any amounts due by the Company for investment management fees pursuant to any investment manager agreement to which the Company is a party from time to time with the Investment

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Manager provided that the maximum amount of relevant securities which may be allotted under the authority hereby conferred shall be up to an aggregate nominal value of €3,100,000 and provided that such authority shall expire at the earlier of the close of business on the date of the next annual general meeting of the Company after the date of adoption of the relevant articles of association granting such authorisation or the day which is 18 calendar months after the date of adoption of the relevant articles of association granting such authorisation, provided that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired.

(This authority will enable Ordinary Shares to be issued by the Directors in respect of the subscription by the Investment Manager for Ordinary Shares from the Performance Fee, if any, payable by Company to the Investment Manager under the Investment Manager Agreement).

Pre-emption rights in respect of equity offerings for cash under the Irish Companies Acts may be disapplied by shareholder resolution. See paragraph 3 of Part XV (Additional Information) in respect of certain shareholder resolutions that have disapplied pre-emption rights for Shareholders in certain circumstances.

Lien and Forfeiture

The Com parry has a first and paramount lien on every share (not being a fully paid share) for all monies payable to the Company (whether presently payable or not) in respect of that share. Subject to the terms of allotment, the directors of the Company may make calls on the Shareholders in respect of any monies unpaid on their shares. The Directors may give not less than 14 clear days' notice requiring payment of the amount due. If a payment is not made when due and payable, the person from whom such amount is due shall be liable to pay interest on the amount unpaid from the day it became due until it is paid (at the rate fixed by the terms of the allotment or in the notice of the call, or at an appropriate rate (as defined by the Acts) if no such rate is fixed). If that notice is not complied with, a further notice (giving a further 14 clear days' notice) may be sent by the Directors. If this further notice is not complied with, any share in respect of which it was sent may, at any time thereafter before the payment required by the notice has been made, be forfeited by a resolution of the Directors. The forfeiture shall include all dividends or other monies payable in respect of the forfeited share not paid before forfeiture in respect of the forfeited share.

Variation of Share Capital and !1Jriation of Rights

The Company may, from time to time by ordinary resolution increase its share capital by such sum, to be divided into shares of such amount, as the resolution shall prescribe. The Company may, by ordinary resolution:

(a) consolidate and divide all or any of its share capital into shares of larger amounts; or

(b) subject to the provisions of the Irish Companies Acts, subdivide its shares, or any of them, into shares of smaller amount; or

(c) cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and reduce the amount of its authorised share capital by the amount of the shares so cancelled.

The Company may by special resolution reduce its share capital, any capital redemption reserve fund or any share premium account in any manner and with, and subject to, any incident authorised, and consent required, by law.

The rights attached to any class of share may be varied or abrogated with the consent in writing of the holders of three-quarters in nominal value of the issued shares of that class or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class and may be so varied or abrogated either whilst the Company is a going concern, or during or in contemplation of a winding-up.

Ordinary Shares

Ordinary Shares carry a right to attend and vote at any general meeting of the Company, a right to participate in a winding up and a right to receive a dividend.

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Preference Shares

Preference shares may be issued with such rights and privileges (save as for voting rights), and subject to such restrictions and limitations, as the directors of the Company shall determine in the resolution approving the issue of such Preference Shares save that the rights attached to any preference share issued by the Company shall be limited in the manner required for an Irish REIT by the Irish REIT Regime.

Tran;fer of Shares

Subject to the restrictions contained in the Articles, and to such of the conditions of issue, or transfer as may be applicable, the shares of any Shareholder may be transferred by instrument in writing in any usual or common form or any other form that the directors of the Company may approve. The directors in their absolute discretion and without assigning any reason therefor may decline to register any transfer of a share which is not fully paid or any transfer to or by a minor or a person with a mental disorder (as defined by the Mental Health Act 2001) but this shall not prevent dealings in the shares from taking place on an open and proper basis.

The directors of the Company may decline to recognise any instrument of transfer unless:

(a) the instrument of transfer is accompanied by the certificate of the shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer (save where the transferor is a stock exchange nominee);

(b) the instrument of transfer is in respect of one class of share only;

(c) the instrument of transfer is in favour of not more than four transferees;

(d) the instrument of transfer is lodged at the registered office of Company or at such place as the Directors may appoint;

(e) they are satisfied that all applicable consents, authorisations, permissions or approvals of any governmental body or agency in Ireland or any other applicable jurisdiction required to be obtained under relevant law prior to such transfer have been obtained; and

(f) they arc satisfied that the transfer would not violate the terms of any agreement to which the Company (or any of its subsidiaries) and the transferor are part or subject.

The board of the Company may refuse to register a transfer of shares in the capital of the Company if the transfer is in favour of any person, as determined by the Directors, to whom a sale or transfer of shares, or whose direct, indirect or beneficial ownership of shares, would or might (i) cause the Company to be required to register as an "investment company" under the US Investment Company Act (including because the holder of the shares is not a "qualified purchaser" as defined in the US Investment Company Act) or to lose an exemption or status thereunder to which it might otherwise be entitled; (ii) cause the Company to be required to register under the US Exchange Act or any similar legislation; (iii) cause the Company not to be considered a "foreign private issuer" as such term is defined in rule 3b-4(c) under the US Exchange Act; (iv) result in a person holding shares in violation of the transfer restrictions set forth in any offering memorandum published by the Company, from time to time; (v) result in any shares being owned, directly or indirectly, by Benefit Plan Investors or Controlling Persons other than, in the case of Benefit Plan Investors, shareholders that acquire the shares on or prior to Admission with the written consent of the Company, and, in the case of Controlling Persons, shareholders that acquire the shares with the written consent of the Company; (vi) cause the assets of the Company to be considered "plan assets" under the Plan Asset Regulations; (vii) cause the Company to be a "controlled foreign corporation" for the purposes of the Code; (viii) result in shares being owned by a person whose giving, or deemed giving, of the representations as to ERISA and the Code set forth in the Articles is or is subsequently shown to be false or misleading; or (ix) otherwise result in the Company incurring a liability to taxation or suffering any pecuniary, fiscal, administrative or regulatory or similar disadvantage (any such person a "Non-Qualified Holder").

In addition, if it comes to the notice of the Company that any shares are owned directly, indirectly or beneficially by any Non-Qualified Holder, the Board may, under the Articles, serve a notice upon such Non-Qualified Holder requiring such Non-Qualified Holder to transfer the shares to an eligible transferee within 14 days of such notice; and, if the obligation to transfer is not met, the Company may compulsorily transfer the shares, in a manner consistent with the restrictions set forth in the Articles.

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Dividends and other Distributions

Subject to the provisions of the Irish Companies Acts, the Company may, by ordinary resolution, declare dividends in accordance with the respective rights of the Shareholder, but no dividend shall exceed the amount recommended by the directors of the Company. Dividends may be paid by cheque, warrant sent by post or by any other method which the directors consider appropriate (including but not limited to electronic funds transfer).

Subject to the provisions of the Irish Companies Acts, the directors of the Company may declare and pay interim dividends if it appears to the board of the Company that they are justified by the profits of the Company available for distribution. If the directors act in good faith it shall not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on any shares having deferred or non-preferred rights. No dividend or other monies payable in respect of a share shall bear interest against the Company unless otherwise provided by the rights attached to the share.

Distributions in Specie

The Shareholders at a general meeting may vote to direct, upon the recommendation of the Directors, that dividends be paid wholly or partly by the distribution of assets (and, in particular, of paid up shares, debentures or debenture stock of any other company or in any one or more of such ways).

General Meetings

An annual general meeting and an extraordinary general meeting called for the passing of a special resolution shall be called by at least twenty-one clear days' notice and all other extraordinary general meetings shall be called by at least fourteen clear days' notice (whether in electronic form or otherwise).

The notice must specify the time and place of the meeting and, in the case of special business, the general nature of that business. The notice of the meeting shall be given to Shareholders, Directors and the Company's auditors. Attendance is limited to Shareholders, Directors, the Company's auditors and validly appointed proxies or corporate representatives of any Shareholders.

The Company may specify a date and time for eligibility for Shareholders to attend and vote at a general meeting which date may not be more than forty-eight hours before the relevant general meeting.

The board of the Company may make any security arrangements which it considers appropriate relating to the holding of a general meeting of the Company including, without limitation, arranging for any person attending a meeting to be searched and for items of personal property which may be taken into a meeting to be restricted, and for any person who fails to comply with any such arrangements to be refused entry to the meeting.

Quorum

No business other than the appointment of a chairman shall be transacted at any general meeting unless a quorum is present at the time when the meeting proceeds to business. Three members present in person or by proxy shall be a quorum.

Voting Rights

Votes may be given either personally or by proxy or a duly authorised representative of a corporate member. Subject to rights or restrictions for the time being attached to any class or classes of shares, on a show of hands, every member present in person and every proxy or by a duly authorised representative of a corporate body shall have one vote. So however, that no individual shall have more than one vote, and on a poll, every member present in person or by pro>.)' or by a duly authorised representative of a corporate body shall have one vote for every share carrying voting rights of which he is the holder.

Distribution of Assets on Winding Up

In the event that the Company is wound up and the assets available for distribution among the members as such are insufficient to repay the whole of the paid up, or credited as paid up, share capital, the assets shall be distributed so that, as nearly as may be, the losses will be borne by the members in proportion to the capital paid up or credited as paid up at the commencement of the winding up on the shares held by them respectively. If, however, the assets available for distribution among the members are more than sufficient

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to repay the whole of the share capital as paid up or credited as paid up at the commencement of the winding up, the excess shall be distributed among the members in proportion to the capital at the commencement of the winding up paid up or credited as paid up on the said share held by them respectively.

Unclaimed Dividends

If the Directors so resolve, any dividend which has remained unclaimed for 12 years from the date of its declaration shall be forfeited and cease to remain owing by the Company. The payment by the Directors of any unclaimed dividend or other moneys payable in respect of a share into a separate account shall not constitute the Company as trustee in respect of the payments. Any dividend which remains unclaimed for one year after having been declared may he invested or otherwise made use of by the directors of the Company for the benefit of the Company until claimed.

Untraced Shareholders

The Company may sell at the best price reasonably obtainable any share of a holder, or any shares to a person is entitled by transmission, if and provided that:

(a) for a period of twelve years no cheque or warrant sent by the Company through the post in a pre-paid letter addressed to the holder of the share or to the person entitled by transmission to the share at his address on the Company's register of shareholders or at the last known address given by the holder of the share or the person entitled by transmission to the share has been cashed and no communication has been received by the Company from the holder of share or the person entitled by transmission (provided that during such twelve year period at least three dividends shall have become payable in respect of the shares).

(b) at the expiration of the said period of twelve years by advertisement in a national daily newspaper published in Ireland (and a national daily newspaper published in the United Kingdom) and in a newspaper circulating in the area in which the address referred to in (a) above is located the Company has given notice of its intention to sell such share;

(c) during the further period of three months after the date of the advertisement and prior to the exercise of the power of sale the Company has not received any communication from the Holder or person entitled by transmission; and

(d) the Company has first given notice in writing to the Irish Stock Exchange and London Stock Exchange, respectively, of its intention to sell such shares.

Purchase of Own Shares

Subject to and in accordance with the provisions of the Irish Companies Acts and without prejudice to any relevant special rights attached to any class of shares the Company may purchase all or any of its shares of any class so that any shares so purchased may be selected in any manner whatsoever and cancelled or held by the Company as treasury shares. The Company shall not make a purchase of shares in the company unless the purchase has first been authorised by a special resolution of the Company and by a special resolution passed at a separate general meeting of the holders of each class of shares or a resolution passed by a majority representing three-fourths of the vote at a separate general meeting of the holders of Company's loan stock (if any), which, at the date on which the purchase is authorised by the Company in general meeting entitle them, either immediately or at any time subsequently, to convert all or any of the shares or loan stock of that class held by them into equity share capital of the Company.

Directors

Unless otherwise determined by the Company in a general meeting, the number of directors of the Company shall not be more than ten nor less than two. A director shall not require a share qualification.

As at the date of the Prospectus, the directors of the Company arc as set out in Part IX (Directors and Corporate Governance). Any further directors will be appointed pursuant to the Articles of the Company.

Unless otherwise authorised by a special resolution of the Company, the board of the Company shall use all reasonable endeavours to manage the business of the Company in accordance with the Irish REIT Regime and otherwise in a manner so that the Company shall remain an Irish REIT at all times upon becoming an Irish REIT.

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At each annual general meeting of the Company each of the Directors shall retire from office. Retiring Directors may be re-appointed. Any director of the Company who holds any executive office or who serves on any committee, or who otherwise performs services which in the opinion of the Directors are outside the scope of the ordinary duties of a Director, including pursuant to any investment manager agreement to which the Company may be a party with Green Property REIT Ventures from time to time, may be paid such extra remuneration by way of salary, commission or otherwise as the directors may determine.

The ordinary remuneration of the Directors shall be determined from time to time by an ordinary resolution of the Company.

The directors of the Company may provide benefits, whether by way of pensions, gratuities, or otherwise for any Director, former Director or other officer or former officer of the Company, or to any person who holds or has held any employment with the Company or with any body corporate which is or has been a subsidiary or associated company of the Company or a predecessor in business of the Company or of any such subsidiary or associated company and to any member of his family or any person who is or was dependent on him and may set up, establish, support, alter, maintain and continue any scheme for providing all or any of such benefits and for such purposes any director accordingly may be, become or remain a member of, or rejoin, any scheme and receive and retain for his own benefit all benefits to which he may be or become entitled thereunder. The directors of the Company may pay out of the funds of the Company any premiums, contributions or sums payable by the Company under the provisions of any such scheme in respect of any of the persons or class of persons above referred to who are or may be or become members thereof.

Subject to the provisions of the Acts, and provided that he has disclosed to the Directors the nature and extent of any material interest of his, a Director notwithstanding his office:

(a) may be a party to, or otherwise interested in, any transaction or arrangement with the Company or any subsidiary or associated company thereof or in which the Company or any subsidiary or associated company thereof is otherwise interested;

(b) may be a director or other officer of, or employed by or provide services to or have an interest in any investment manager to the Company from time to time;

(c) may be a Director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Company or in which the Company or any subsidiary or associated company thereof is otherwise interested; and

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

Save as otherwise provided by these Articles or permitted by ordinary resolution of the members, a Director shall not vote at a meeting of the Directors or a committee of Directors on any resolution concerning a matter in which he has, directly or indirectly, an interest which is material or a duty which conflicts or may conflict with the interests of the Company. A Director shall not be counted in the quorum present at a meeting in relation to any such resolution on which he is not entitled to vote.

A Director shall be entitled (in the absence of some other material interest than is indicated below) to vote (and be counted in the quorum) in respect of any resolutions concerning any of the following matters, namely: (a) the giving of any security, guarantee or indemnity to him in respect of money lent by him to the

Company or any of its subsidiary or associated companies or obligations incurred by him or by any other person at the request of or for the benefit of the Company or any of its subsidiary or associated companies;

(b) the giving of any security, guarantee or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiary or associated companies for which he himself has assumed responsibility in whole or in part and whether alone or jointly with others under a guarantee or indemnity or by the giving of security;

(c) any proposal concerning any offer of shares or debentures or other securities of or by the Company or any of its subsidiary or associated companies for subscription, purchase or exchange in which offer he is or is to be interested as a participant in the underwriting or sub-underwriting thereof;

(d) any proposal concerning any other company in which he is interested, directly or indirectly and whether as an officer or shareholder or otherwise howsoever, provided that he is not the Holder of or beneficially interested in I% or more of the issued shares of any class of such company or of the voting rights available to members of such company (or of a third company through which his interest is derived) any such interest being deemed to be a material interest in all circumstances;

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(e) any proposal concerning the adoption, modification or operation of a superannuation fund or retirement benefits scheme under which he may benefit and which has been approved by or is subject to and conditional upon approval for taxation purposes by the appropriate Revenue authorities;

(f) any proposal concerning the adoption, modification or operation of any scheme for enabling employees (including full time executive Directors if any) of the Company and/or any subsidiary thereof to acquire shares in the Company or any arrangement for the benefit of employees of the Company or any of its subsidiaries under which the Director benefits or may benefit; or

(g) any proposal concerning the giving of any indemnity of the type referred to under the heading "Indemnity of Officers" in this paragraph 6.2 of this Part XV (Additional Infomwtion) or the discharge of the cost of any insurance cover which the directors propose to purchase or maintain for the benefit of persons (including directors) pursuant to the Articles.

The Company, by ordinary resolution of which extended notice has been given in accordance with the provisions of the Irish Companies Acts, may remove any director before the expiry of his period of office notwithstanding anything in the Articles or in any agreement between the Company and such director. This docs not prevent such a person from claiming compensation or damages in respect of the termination.

Borrowing Powers

The Directors may exercise all the powers of the Company to borrow or raise money and to mortgage or charge its undertaking, property, assets, and uncalled capital or any part thereof and, subject to Part Ill of the 1963 Act, to issue debentures, debenture stock and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party, without any limitation as to amount.

Indemnity of Officers

Subject to the provisions of, and so far as may be permitted by the Irish Companies Acts, every director, auditor, secretary or other officer of the Company shall be entitled to be indemnified by the Company against all costs, charges, losses, expenses and liabilities incurred by him in thc·exccution and discharge of his duties or in relation thereto including any liability incurred by him in defending any proceedings, civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by him as an officer or employee of the Company and in which judgment is given in his favour (or the proceedings arc otherwise disposed of without any finding or admission of any material breach of duty on his part) or in which he is acquitted or in connection with any application under any statute for relief from liability in respect of any such act or omission in which relief is granted to him by the Court.

Certain US and US-related Tax Matters

The Company is authorised to take any action it determines is desirable to comply with certain US tax provisions referred to as the Foreign Account Thx Compliance Act and any other law of any other jurisdiction relating thereto including laws promulgated pursuant to an intergovernmental agreement relating thereto (together, '"FATCA"), and may enter into an agreement with the U.S. Internal Revenue Service or the taxing and revenue services of any other country. The Company shall not pay any additional amounts to any person in respect of any withholding of taxes, including those relating to FATCA. The Company is not required to make available the information necessary for any person to make a so-called "qualified electing fund" election under US tax law.

Disclosure of Shareholder Interests

In addition to any other right or power of the Company under the Irish Companies Acts, the directors of the Company may at any time and from time to time and in their absolute discretion, if they consider it to be in the interests of the Company to do so, give to any shareholder a notice requiring such shareholder to notify the Company in writing the full and accurate particulars of:

(a) his interest in any shares in the Company;

(b) if his interest in the share docs not consist of the entire beneficial interest in it, the interests of all persons having a beneficial interest in the share; and

(c) any arrangement (whether legally binding or not) entered into by him or any person having any beneficial interest in the share whereby it has been agreed or undertaken or the shareholder of such

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share can be required to transfer the share or any interest therein to any person (other than a joint shareholder of the share) or to act in relation to any meeting of the Company or of any class of shares of the Company in a particular way or in accordance with the wishes or directions of any other person (other than a person who is a joint shareholder of such share).

If the person stated to own any beneficial interest in a share or the person in favour of whom any shareholder (or other person having any beneficial interest in the share) has entered into any arrangements referred to in paragraph (c) above is a body corporate, trust, society or any other legal entity or association of individuals and/or entities, the Directors may in their absolute discretion give a further notice to the shareholders of such a share requiring them to notify the Company in writing of full and accurate particulars of the name and addresses of the individuals who control (whether directly or indirectly and through any number of vehicles, entities or arrangements) the beneficial ownership of all the shares, interests, units or other measure of ownership of such body corporate, trust, society or other entity or association wherever the same shall be incorporated, registered or domiciled or wherever such individuals shall reside, provided that if at any stage of such chain of ownership the beneficial interest in any share shall be established to the satisfaction of the Directors to be in the ownership of any body corporate any of whose share capital is listed or dealt in on any bona fide stock exchange, unlisted securities market or over the counter securities market, it shall not be necessary to disclose details of the individuals ultimately controlling the beneficial interests in the shares of such body corporate.

If at any time the Directors are satisfied that any Shareholder has been served with a notice and is in default for the prescribed period in supplying to the Company the information thereby required, or, in purported compliance with such a notice has made a statement which is false or inadequate, then the Directors may, in their absolute discretion at any time thereafter by notice to such member direct that in respect of the shares in relation to which the default occurred (which expression shall include any further shares which are issued in respect of such shares) the member shall not be entitled to attend or to vote either personally or by proxy at a general meeting of the Company or a meeting of the holders of any class of shares of the Company or to exercise any other rights conferred by membership in relation to general meetings of the Company or meetings of the holders of any class of shares of the Company.

Where the shares in question represent at least 0.25% of the issued shares of that class, then the notice may additionally direct that:

(a) except in a liquidation of the Company, no payment shall be made of any sums due from the Company on the shares in question, whether in respect of capital or dividend or otherwise, and the Company shall not have any liability to pay interest on any such payment when it is finally paid to the member (to the extent permitted from time to time by the Listing Rules);

(b) no other distribution shall be made on the shares in question;

(c) no transfer of any of the shares in question held by such Shareholder shall be registered unless:

(i) the shareholder is not himself in default as regards supplying the information requested and the transfer when presented for registration is accompanied by a certificate by the member in such form as the Directors may in their absolute discretion require to the effect that after due and careful enquiry the shareholder is satisfied that no person in default as regards supplying such information is interested in any of the shares the subject of the transfer;

(ii) it is a transfer of shares to an offeror by way or in pursuance of acceptance of an offer made to all the Shareholders (or all the Shareholders other than the person making the offer and his nominees) of the shares in the Company to acquire those shares or a specified proportion of them;

(iii) the Directors are satisfied that the transfer is made pursuant to a sale of the whole of the beneficial ownership of the shares the subject of the transfer to a party unconnected with the shareholder and with other persons appearing to be interested in such shares; or

(iv) the transfer results from a sale made through a stock exchange on which the Company's shares are normally traded.

REIT status

The Articles include provisions similar to those adopted by UK REITS in order to enable the Company to demonstrate to the Irish Revenue that it has taken reasonable steps to avoid paying a Property Income

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Distribution to a Substantial Shareholder (the "REIT provisions"). If a Property Income Distribution is paid to a Substantial Shareholder and the Company has not taken reasonable steps to avoid doing so, the Company would become subject to an additional tax charge.

The relevant provisions of the Articles:

(a) provide directors of the Company with powers to identify Substantial Shareholders and Relevant Registered Shareholders, including the power to require a Shareholder to deliver to the Company such information as is required to determine whether they are a Substantial Shareholder;

(b) oblige Shareholders to disclose the fact of their becoming a Substantial Shareholder or a Relevant Registered Shareholder;

(c) prohibit the payment of Property Income Distribution on or in respect of shares that form part of a Substantial Shareholding, unless certain conditions are met;

(d) allow Property Income Distributions to be paid on shares that form part of a Substantial Shareholding where the Shareholder has disposed of sufficient of its interests in all or some of the shares concerned so that such transferred shares no longer form part of the Substantial Shareholding (provided that following such transfer such shares concerns do not form part of a Substantial Shareholding).

(e) provide that where Property Income Distribution is paid on or in respect of a Substantial Shareholding (except where the Property Income Distribution is paid in circumstances where the Substantial Shareholder is not beneficially entitled to the Property Income Distribution), such Property Income Distribution and any income arising from it shall be held on trust for those persons to be nominated by the relevant Substantial Shareholder. Failing valid nomination being made within twelve years of the Property Income Distribution being made, for the Company or such other person(s) as may be nominated by the Directors from time to time.

Where any Property Income Distribution is paid on a Substantial Shareholding the Substantial Shareholder shall pay on demand all tax and other amounts which the Directors consider may become payable by the Company under the Irish REIT Regime, any interest, penalties, fines or surcharge attribute to such tax and all costs and expenses incurred by the Company in connection with the recovery of such amount to the Company. Without prejudice to the right of the Company to claim such amount from the Substantial Shareholder, recovery may be made out of the proceeds of a disposal of the relevant shares or out of any subsequent Property Income Distribution in respect of the shares.

The Articles also allow the directors to require the disposal of shares in the Company by giving notice in writing to the persons they believe are Relevant Registered Shareholders in respect of the relevant shares if:

(a) the director believes such shares comprise all or part of a Substantial Sharcholding of a Substantial Shareholder and arc not satisfied that such a Substantial Shareholder would not be beneficially entitled to the Property Income Distribution if it were paid;

(b) there has been a failure to comply with a notice given by the directors to the satisfaction of the directors within the period specified in such notice; or

(c) any information, certificate or declaration provided by any person in relation to shares in the Company for the purpose of the REIT provisions was materially inaccurate or misleading.

If a disposal of shares in the Company required by the directors is not completed to the satisfaction of the Directors within the timeframe specified in the relevant notice (or the notice is not withdrawn) or the Company incurs costs as a result of a Property Income Distribution having been paid on a Substantial Shareholding, the directors may arrange for the sale of the relevant shares.

The REIT provisions may be amended by special resolution of the Company from time to time, including to give powers to the Directors as they may require in order to ensure the Company satisfies the requirements of the Irish REIT legislation which relates to close company status, which powers may include the ability to arrange for the sale of shares on behalf of shareholders. See paragraph 1.2 of Part XII (Irish REIT Regime and Taxation Information) for information on the conditions a company must satisfy in order to qualify as an Irish REIT.

Ill

Discontinuation Resolution

The Directors shall propose a resolution to the Shareholders at the annual general meeting of the Company to approve the accounts for the year ending 30 June 2019 that the Company should continue the investment strategy for the Company as described in this Prospectus prepared in respect of the Admission and any amendments thereto published in accordance with the requirements and Irish Listing Rules and the UK Listing Rules. If Shareholders representing more than 50% of the issued share capital of the Company on the date of such resolution vote not to continue the investment strategy of the Company, the Directors shall arrange for the Company's financial advisers to carry out a strategic review to consider alternative options for the Company (including, without limitation, a sale or merger of the business or liquidation of the Company's assets and return of capital) in order to deliver value and liquidity to shareholders. A poll may be demanded in respect of the aforementioned resolution. There is no contractual restriction on the Investment Manager or GP Holdings being entitled to vote in respect of such resolution.

7. EMPLOYEES

The Company will not have any employees.

8. WORKING CAPITAL

In the opinion of the Company, taking into consideration the Net Proceeds to be received by the Company from the Issue, the working capital available to the Company is sufficient for the Company's present requirements and, in particular, is sufficient for at least the next 12 months from the date of this Prospectus.

9. NO SIGNIFICANT CHANGE

Since its incorporation on 24 June 2013, the Company has not carried on business or incurred borrowings and there has been no significant change in the financial or trading position of the Company since 30 June 2013 (the date to which the financial information reported on in the accountant's report in respect of the Company in Part X (Historical Financial information) was prepared).

10. RELATED PARTY TRANSACTIONS

10.1 Investment Manager Agreement

The Investment Manager Agreement has been entered into between the Company and the Investment Manager. The Investment Manager is wholly-owned and controlled by members of the Management learn (which includes Mr. Stephen Vernon, a Director of the Company) and each member of the Management Team is also a director of the Investment Manager. See paragraph 11.1 of this Part XV (Additional Information) of this Prospectus for a summary of the Investment Manager Agreement.

10.2 Directors' shareholdings

Paragraph 3 of Part IX (Directors and Corporate Governance) of this Prospectus sets out the interests of the Directors in the share capital of the Company as at 12 July 2013 (the latest practicable date prior to the publication of this Prospectus).

II. MATERIAL CONTRACTS

The following is a summary of the material contracts (other than contracts entered into in the ordinary course of business) which have been entered into by the Company since incorporation and any other contracts which have been entered into by the Company which contain any provision under which the Company has any obligation or entitlement which is or may be material to the Company at the date of this Prospectus.

II. I Investment Manager Agreement

Scope of appointment

The Investment Manager Agreement has been entered into between the Company and the Investment Manager pursuant to which the Investment Manager has been appointed on an exclusive basis to acquire properties on behalf of the Company, to manage the Company's assets and properties on behalf of the

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Company, to provide or procure the provtston of various accounting, administrative, registration, reporting, record keeping and other services to the Company and to act as the Company's agent in the performance of the services under, and the conduct of material contractual dealings pursuant to, and in accordance with, the Investment Manager Agreement (subject to the reserved matters described below). That agency shall be irrevocable so long as the Investment Manager Agreement subsists. The Company is obliged to cooperate with and assist the Investment Manager in the performance of its obligations under the Investment Manager Agreement. The Investment Manager shall, in providing the services to be provided under the Investment Manager Agreement exercise the level of professional skill, care and diligence in relation to the performance of its duties under the Investment Manager Agreement which would reasonably be expected from a manager experienced in the management of properties similar to the Company's properties acting in accordance with Good Estate Management Criteria. The Investment Manager has full discretionary authority to enter into transactions in respect of investment management services and other services to be provided under the Investment Manager Agreement, for and on behalf of the Company subject to certain reserved matters which require the consent of the Board. The Investment Manager is required under the terms of the Investment Manager Agreement to produce a business execution plan each year for the Company setting forth the Investment Manager's strategy for the Company for approval by the Board and the Investment Manager may propose amendments to any business execution plan. The Investment Manager shall also prepare annual budgets for the Company.

Procedures Memorandum

The Investment Manager is obliged to comply with the terms of the Procedures Memorandum in the performance of its obligations under the Investment Manager Agreement. In the event of conflict between any of the terms of the Investment Manager Agreement and those of the Procedures Memorandum, the terms of the Investment Manager Agreement prevail.

The Procedures Memorandum has been adopted by the Directors to document those procedures which will govern the day-to-day operations of the Company. The Procedures Memorandum addresses the respective authority levels and responsibilities of the Company and the Investment Manager as set out in the Investment Manager Agreement, the transactions which are the responsibility of either the Company or the Investment Manager, the authorisations required in order to effect those transactions and the necessary controls to ensure that appropriately authorised individuals in either the Investment Manager or the Company can approve a transaction. In particular, the Procedures Memorandum establishes the necessary controls and authority levels for, amongst other things, acquiring or disposing of properties, acquiring professional services and property-related operating revenues and expenditures.

Reserved matters

Unless required to be performed by the Investment Manager as a matter of law or in order to respond to a bona fide emergency, the Company's prior written approval shall be required for certain reserved matters before a binding commitment is made in respect of certain matters, including:

(a) any acquisition/disposal of a property investment or the entry into any agreement to acquire/dispose of a property investment where the aggregate acquisition cost/gross proceeds in respect of such property investment is/are in excess of €30 million in the case of an income producing investment or €15 million in the case of a non-income producing property investment;

(b) any new financing or refinancing, including associated hedging arrangements, entered into in respect of a property investment where the amount of the facility to be entered into in respect of such arrangements is in excess of €30 million;

(c) any capital expenditure on a property investment in excess of, in aggregate, €15 million;

(d) any proposed lease event where the rent referable to the relevant lease is greater than 7.5% of the aggregate rental income of the Company;

(e) any acquisition or the entry into any agreement to acquire any property investment through a joint venture or co-investment structure;

(f) any hedging or use of derivatives, including related to debt facilities, interest, or property investments (which may only be used to the extent (if any) permitted by any regulatory requirements applicable to the Company and/or the Investment Manager);

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{g) the entzy by the Company into any transaction for the purchase of assets from, or provision of services of a material nature by, any Investment Manager Affiliate, or for the sale of assets or provision of services of a material nature to any Investment Manager Affiliate;

(h) any disposal of any right, title or interest in any of the Company's properties at less than its acquisition cost; and

{i) in relation to the valuation of the Company's properties, any variation from RICS Red Book.

Director appointment rights

Subject to applicable law and regulation, the Listing Rules and the Company's Memorandum of Association and Articles and subject to any proposed nominee being appropriately qualified to act and his or her identity having been approved by Nominations Committee (such approval not to be unreasonably withheld, conditioned or delayed), the Investment Manager Agreement provides that for so long as the Board is comprised of:

{i) four or less persons, the Investment Manager is entitled to nominate and require the Company to appoint one person as a non-executive Director of the Company;

(ii) more than four persons, the Company is obliged to procure that at least six persons stand appointed as Directors and the Investment Manager is entitled to nominate and require the Company to appoint up to two non-executive Directors.

Subject to compliance with the foregoing requirements, the Investment Manager is entitled to require the Company to remove or replace any such person whom it has nominated as a Director. In the case of any proposed removal of Mr. Stephen Vernon as a nominee Director, the Company's prior written consent must be obtained. No Director nominated by the Investment Manager shall be paid any fee or remuneration by the Company for his services as a Director. Mr. Stephen Vernon is deemed to be the Investment Manager's first nominee Director.

Delegation

The Investment Manager may delegate the performance of some of the services for which it is responsible for providing under the terms of the Investment Manager Agreement provided that the Board has first approved of such appointment and the Investment Manager shall remain responsible for the acts or omissions of such delegate as if they were its own and shall generally pay the cost of any such delegation. Any such delegatee may act as an authorised agent of the Company on the same terms as the Investment Manager's agency appointment, as referred to in "Scope of appointment" above. Officers of the Investment Manager shall be authorised signatories on the Company's rent and operating costs bank accounts.

The Investment Manager may appoint one or more property managing agents to manage the Company's properties on a day-to-day basis. The fees of such property managing agents shall be at normal commercial rates and shall be payable by the Company.

Discontinuance vote

If Shareholders pass a resolution at or following the sixth anniversary of the Effective Date requiring the Directors and/or the Company to discontinue the investment strategy for the Company described in this Prospectus (as amended from time to time and published in accordance with the requirements of the Stock Exchanges and the Listing Rules), the Investment Manager shall, shall, at the request of the Directors, assist the Company's financial advisers to carzy out a strategic review to consider alternative options for the Company (including, without limitation, a sale or merger of the business or liquidation of the Company's assets and return of capital) in order to deliver value and liquidity to the Shareholders.

Insurance

The Investment Manager is required to maintain at its own cost appropriate professional indemnity insurance in an amount not less than €25 million for each and evezy claim under the Investment Manager Agreement until three years after the date of termination of the Investment Manager Agreement.

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Fees

The Investment Manager Agreement provides that the Investment Manager shall be entitled to the Base Fee and the Performance Fee during the term of the Investment Manager Agreement. The Investment Manager shall also be entitled to additional fees to be agreed with the Company in respect of the provision of any additional agreed services. Fees that fall due and payable to the Investment Manager are not subject to reduction or clawback due to any subsequent decrease that may occur in the EPRA NAV. EPRA NAY will be a NAY calculated on the basis specified for calculations of "EPRA NAY" in guidelines issued by EPRA (August 2011 version only, unless otherwise agreed between the Company and the Investment Manager). Payment of the Performance Fee is dependent on performance exceeding an annual hurdle and it is also subject to an annual high-water mark, each as more particularly described below.

Base Fee and expenses

The Base Fee will be paid to the Investment Manager quarterly in arrears. The Base Fee in respect of each Quarter will be calculated by reference to I% per annum of the EPRA NAY for that Quarter, save that for the period until such time as 50% of the net proceeds of the Issue have been invested the Base Fee will be calculated by reference to 0.5% per annum of the EPRA NAV.

The Base Fcc (together with any applicable VAT and other costs) is payable by the Company to the Investment Manager in arrears within ten business days following receipt by the Company from the Investment Manager of the relevant supporting valuation documentation.

Other than as provided in the Investment Manager Agreement or as otherwise agreed in writing from time to time, the Base Fee shall include the properly incurred out of pocket day-to-day expenses of the Investment Manager and the properly incurred fees and expenses of certain third parties appointed by the Investment Manager to carry out any of the Investment Manager's duties.

Peiformance Fee

The Performance Fcc has been designed to inccntivisc and reward the Investment Manager for generating returns to· Shareholders. The return to Shareholders in an Accounting Period is the sum of the change in the EPRA NAY per Ordinary Share and the total dividends per Ordinary Share that arc declared in the Accounting Period (adjusted to exclude the effects of any issuance of Ordinary Shares during that Accounting Period) ("Shareholder Return"). The Performance Fcc is calculated annually on a per Ordinary Share basis as the lesser of 20% of out-performance above two key hurdles, as follows (both hurdles have to be achieved for the Performance Fcc to become payable):

a) the excess of Shareholder Return over a 10% annual return hurdle. The annual return hurdle resets annually to 10% of the sum of the previous Accounting Period's closing EPRA NAY per Ordinary Share; and

b) the excess of the year-end EPRA NAY per Ordinary Share (which is adjusted to include total dividends declared in the Accounting Period and adjusted to exclude the effects of any issuance of Ordinary Shares during that Accounting Period) over the relevant high watermark per Ordinary Share. The relevant high watermark in each Accounting Period is the closing EPRA NAY per Ordinary Share (adjusted to include total dividends declared during that Accounting Period and adjusted to exclude the effects of any issuance of Ordinary Shares duril)g that Accounting Period) achieved in the most recent Accounting Period in which a Performance Fcc was payable or, if greater, the gross proceeds of the Issue plus further cash and non-cash issues of Ordinary Shares (excluding any issnes of Performance Fee Shares) calculated on a per Ordinary Share basis, as at the end of the Accounting Period in respect of which the Performance Fcc is calculated.

The derived Performance Fee payable on a per Ordinary Share basis under (a) or (b) above is then multiplied by the number of Ordinary Shares in issue at the year-end (but excluding, for that Accounting Period only, any Ordinary Shares issued during that Accounting Period).

EPRA-NAV will be a NAY calculated on the basis specified for calculations of "EPRA NAY" in guidelines issued by EPRA (August 20 II version only, unless otherwise agreed between the Company and the Investment Manager).

The Investment Manager Agreement contains provisions to adjust the Performance Fee in certain circumstances. These circumstances are Jimited to amendments to take account of corporate actions which entail changes to the Company's share capital, such as consolidations, sub-divisions or bonus issues or

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other restructurings or reorganisations affecting its share capital. There are no such adjustment provisions in respect of the Base Fee.

After delivery of an invoice from the Investment Manager setting out the Investment Manager's statement of the Performance Fcc, the Company may agree it, in which case the Performance Fcc shall become due and payable 20 business days after the date of the invoice. Alternatively, the Company may dispute the invoice by giving notice in writing to the Investment Manager within 10 business days of receiving it. If the Company does dispute an invoice, the parties shall negotiate in good faith to resolve the dispute, provided that if the parties do not reach agreement on the items in dispute within 5 business days of the Company having disputed it (or such longer period as they may agree in writing), the Performance Fcc payable shall be determined by an independent expert by reference to the audited accounts of the Company in respect of the relevant Accounting Period, following the approval by the Directors of such audited accounts and the giving by the auditors of an unqualified audit opinion in respect of such accounts. The aforesaid invoice, as amended to reflect the agreement between the parties or the determination of the independent expert (as the case may be), shall constitute a statement of the Performance Fcc payable to the Investment Manager in respect of the relevant Accounting Period and it shall become due and payable by the Company to the Investment Manager on the fifth business day following such agreement or determination.

If following the approval by the Board of the audited accounts of the Company and receipt of an unqualified audit opinion in respect of such accounts, the Company or the Investment Manager is reasonably of the opinion that the Base Fee and/or the Performance Fee (if any) already payable to the Investment Manager in respect of the relevant Accounting Period are greater than, or less than, the amount that should have been paid having regard to the audited accounts of the Company, the parties shall try to resolve the difference by agreement, provided that if the parties do not reach agreement, any adjustment shall be determined by an independent expert by reference to the audited accounts of the Company in respect of the relevant Accounting Period. Following the agreement or determination of any adjustment Amount, the Investment Manager shall: (a) where the adjustment relates to an overpayment of fees, pay or otherwise refund that sum to the Company within 20 business days; or (b) where the adjustment relates to an underpayment of fees, deliver to the Company an invoice setting out the adjustment amount payable by the Company to the Investment Manager and such amount shall be deemed and be treated as a Performance Fee which fell due as of the date it should have been paid at originally (and the Average Closing Price in these circumstances for calculating the number of Performance Fee Shares to be allotted and issued be determined by reference to the date of the original invoice in respect of that Performance Fee).

The Investment Manager shall usc the Performance Fcc due to it to subscribe for Ordinary Shares, subject to certain limited exceptions described further below. The Company's liability to pay the Performance Fcc in respect of any Accounting Period shall be satisfied by the release by the Investment Manager of the sum due to it as that Performance Fee in consideration for the allotment and issue by the Company to the Investment Manager of such number of Performance Fcc Shares, rounded down to the nearest whole number, as is determined by dividing the relevant Performance Fcc by the Average Closing Price for the applicable period relating to that issue of Performance Fcc Shares (such Average Closing Price being determined by reference to the period of twenty days prior to the business day immediately preceding the date of the invoice from the Investment Manager in respect of such Performance Fcc).

The Performance Fee Shares to be issued to the Investment Manager shall be issued on the relevant Performance Fee Due Date and one third of such Performance Fee Shares shall be subject to a lock-up period of 18 months, a further one third shall be subject to a lock-up period of 30 months and the remaining one third shall be subject to a lock-up period of 42 months during which times there shall be no disposal of the relevant portion of the Performance Fee Shares by the Investment Manager unless a Lock-Up Termination Event occurs in which case the Investment Manager shall be free to dispose of the relevant portion or, as the case may be, all of the Performance Fee Shares in accordance with the Investment Manager Agreement . Any distributions or dividends attributable to Performance Fcc Shares declared and paid during the lock-up period shall be paid to and for the benefit of the Investment Manager.

If the EPRA NAY as at the end of the Accounting Period immediately prior to any date on which a lock-up period expires is less than the Minimum EPRA NAY, no Performance Fcc Shares shall vest in the Investment Manager free from lock-up on that day and such Performance Fcc Shares shall instead vest in the Investment Manager free from lock-up on the day on which the next lock-up period expires following

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the end of the next Accounting Period when the EPRA NAV is equal to or greater than the Minimum EPRA NAV

If the Company determines (acting reasonably and having due regard to any reasonable representations made by the Investment Manager) that any or all of the Performance Fcc Shares cannot be issued or re-issued by the Company to the Investment Manager on any relevant date for any reason (including as a result of the application of any applicable law which prevents the issue or re-issue of Ordinary Shares on that date or if the issue of Ordinary Shares to the Investment Manager would result in (i) the Investment Manager being required to make a mandatory offer to Shareholders pursuant to the Irish Takeover Rules or other applicable law or (ii) the Company or the Investment Manager breaching the Irish Takeover Rules or (iii) the Investment Manager becoming a Substantial Shareholder (despite the Investment Manager having used reasonable endeavours to dispose of sufficient Performance Fee Shares, where permitted by law, to avoid this occurring), or (iv) the Company breaching any Listing Rules, including, where applicable, any breach of UK Listing Rule 15.4.11, as a result of the price per Ordinary Share at which such Performance Fcc Shares are to be issued or re-issued being less than the Net Asset Value per Ordinary Share last published by the Company via a Regulatory Information Service, then the Company shall instead pay the Performance Fcc in cash into an escrow account that is to be established and opened in the joint names and under the joint control of the Company and the Investment Manager. Any cash Performance Fcc paid into the escrow account shall be subject to the same lock-up periods as those described above in respect of the Performance Fee Shares and the Investment Manager shall be entitled to receive payment of that cash Performance Fcc from thc.cscrow account, plus any interest that is attributable thereto, in three equal !ranches 18 months, 30 months and 42 months respectively after the relevant Performance Fee Due Date, unless a Lock-Up Termination Event occurs in which case any unpaid portion of the cash Performance Fee shall be immediately payable to the Investment Manager.

If EPRA NAVas at the end of the Accounting Period immediately prior to any date on which a lock-up period expires is less than the Minimum EPRA NAV, the cash Performance Fee that is due to be paid to the to the Investment Manager shall instead be retained in the escrow account until the day on which the next payment is due to be made from the escrow account following the end of the next Accounting Period when the EPRA NAV is equal to or greater than the Minimum EPRA NAV

Indemnities

The Company shall indemnify the Investment Manager, its directors, officers and employees against any and all liabilities, and properly incurred costs or expenses (excluding consequential or indirect loss or damage) incurred by the Investment Manager in the performance of its obligations under the Investment Manager Agreement or arising from any claim which is made against the Investment Manager in its capacity as the investment manager of the Company (provided that such liabilities, costs or expenses do not relate to a matter in respect of which the Investment Manager has not acted in good faith), provided that the Investment Manager shall not be indemnified to the extent that such liabilities, costs or expenses have arisen as a result of the Investment Manager acting outside the scope of its authority (other than with the written consent of the Company) under the Investment Manager Agreement or the Procedures Memorandum, or as a result of its negligence, fraud, wilful default, bad faith or recklessness or breach in the performance of its obligations under the Investment Manager Agreement, or the Procedures Memorandum or if the Investment Manager Agreement otherwise expressly provides that the Investment Manager is liable for such costs or expenses.

The Investment Manager shall indemnify the Company, its Directors, officers and (if any) employees against any liabilities and properly incurred costs or expenses (excluding consequential or indirect loss or damage) arising as a result of the Investment Manager's negligence, fraud, bad faith, recklessness, breach or wilful default by the Investment Manager in the course of its appointment, or in the performance of its obligations, under the Investment Manager Agreement.

The Investment Manager shall indemnify the Company against any liabilities and properly incurred costs or expenses (excluding consequential or indirect loss or damage) arising as a result of the termination by the Company of the employment of any employee of the Investment Manager whose employment transfers to the Company on termination of the Investment Manager Agreement pursuant to the European Communities (Protection of Employees on Transfer of Undertakings) Regulations 2003, provided such termination is effected within 30 days of the date on which the Company becomes aware of such transfer.

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The Company is required to notify the Investment Manager of any claim in respect of which the Investment Manager will be required to indemnify the Company and to keep the Investment Manager advised of all developments concerning such claim.

Where the claim relates to the termination of employment of an employee whose employment transfers to the Company on termination of the Investment Manager Agreement pursuant to the European Communities (Protection of Employees on Transfer of Undertakings) Regulations 2003, the Investment Manager is entitled to participate in and be consulted with on the conduct of any negotiations and/or discussions with such employee or employees in relation to the termination. The Company is required to comply with all reasonable instructions given to it by the Investment Manager in relation to the handling of any such employee-related claim. The Company must not admit or settle any such employee claim which the Investment Manager may be required to indemnify without the Investment Manager's consent in writing.

The Investment Manager may require the Company to take reasonable steps in the defence of any claim or, if it is reasonable for it to do so, assign any rights which it may have against a third party, where such rights may be contractually subrogated or assigned. The Company is also required, to the extent reasonably practicable to do so, consult in good faith with the Investment Manager prior to admitting, selling or compromising any claim for which the Investment Manager is required to indemnify the Company and also to consult in good faith with the Investment Manager as to the conduct of any proceedings relating to any claim.

If the Company has made a bona fide claim against the Investment Manager in respect of a breach of the Investment Manager Agreement and such claim has been settled or resolved in writing or determined in favour of the Company by a court prior to the settlement of the Investment Manager's liability (if any) to the Company in respect of such claim, then in respect any Performance Fcc Shares which arc issued to the Investment Manager and which remain, at the date on which the claim is settled or resolved, subject to a lock-up period, that lock-up period shall expire at the end of the relevant lock-up period or, if later, the date on which the Investment Manager pays to the Company the full amount of the claim.

Tenn and tennination

The Investment Manager Agreement is subject to an initial term of five years and, unless terminated by either party giving the other not less than twelve months' prior notice, with effect from the expiry of the five year period it shall continue thereafter for consecutive three year renewal periods until terminated by either party giving not less than twelve months' prior notice in writing to the other party terminatingJhe Investment Manager Agreement with effect from the end of a renewal period.

If Mr. Stephen Vernon or Mr. Pat Gunne ceases to be significantly involved in the delivery of the services pursuant to the Investment Manager Agreement by the Investment Manager, the Investment Manager shall take all reasonable steps to ensure that he is replaced by a person of materially similar experience, which replacement will be subject to the prior written approval (acting reasonably) of the Company, provided that where the Investment Manager has not replaced Stephen Vernon or, as the case may be, Mr. Pat Gunne within nine (9) months of him ceasing to be involved in the delivery of the services pursuant to the Investment Manager Agreement (or such longer period as the parties may agree in writing from time to time), the Company may terminate the Investment Manager Agreement with immediate effect by notice in writing to the Investment Manager.

The Investment Manager Agreement shall terminate automatically on the earliest of: (i) the date of completion of a sale by the Company of its interests in all of its properties following the passing of a resolution of the Directors to cease the business and operations of the Company; (ii) the introduction of or change in any law which has the effect of making unlawful or materially preventing the provision by the Investment Manager of the services under the Investment Manager Agreement to the Company; (iii) the date on which the Investment Manager fails or ceases to have all required regulatory authorisations, licences and/or approvals; (iv) the date on which the Company serves notice of termination of the Investment Manager Agreement where the Investment Manager has not replaced Mr. Stephen Vernon or Pat Gunne with a person of materially similar experience within nine months of him ceasing to be significantly involved in the delivery of the services to be provided by the Investment Manager pursuant to the Investment Manager Agreement; (v) the Investment Manager so notifying the Company following the adoption by the Company of new or amended Articles which remove the Investment Manager's rights in relation to the nomination of non-executive Directors; (vi) the Company's shares not being admitted to

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trading on the Stock Exchanges on or prior to 16 August 2013; and (vii) such other date as may be agreed in writing between the parties.

The Company is also entitled to forthwith terminate the Investment Manager Agreement, by notice in writing to the Investment Manager, in the event that Mr. Stephen Vernon and Mr. Pat Gunne (or either of them) cease to own, directly or indirectly, at least 50% of the equity share capital of the Investment Manager. For these purposes, a person is deemed to own shares in the capital of the Company if the shares arc held by him, his spouse, his lineal descendants and/or any trustee(s) of a trust, the beneficiaries of which arc that person, his spouse and/or his lineal descendants.

A party may terminate the Investment Manager Agreement at any time upon notice in writing to the other party if (i) the other party is wound-up or suffers a winding up event, an insolvency or court protection event, a security enforcement event or certain other similar events or (ii) the other party is in breach of a material term of the Investment Manager Agreement (including non-payment within a specified period of fees due to the Investment Manager) and such breach, if capable of remedy, has either not been remedied or is not materially in the course of being remedied within thirty days of the defaulting party being notified of such breach.

Upon termination of the Investment Manager Agreement the Company is required to effect a change of name so as to exclude the word "Green" from its name and the Investment Manager is obliged to procure the resignation or removal of its nominee Director(s). During the transition period between any termination of the Investment Manager Agreement and the appointment of a replacement investment manager, the Investment Manager is required to co-operate with the Company to ensure the orderly transition to the new investment manager subject to the Investment Manager being paid the Base Fcc during such period.

Exclusivity and conflicts of interest

The Investment Manager agrees that, during the term of the Investment Manager Agreement, it will not, and it will procure that none of its group companies (if any) and no Investment Manager Affiliate will (i) acquire or invest in property in Ireland which is within the parameters of the investment policy and the investment strategy of the Company set out in this Prospectus and any amendments thereto or (ii) act as investment manager, investment adviser or agent, or provide administration. investment management or other services, for any person, entity, body corporate or client other than the Company.

However, this exclusivity shall not apply: (a) to any dealings by an Investment Manager Affiliate in respect of any property or property-related assets owned by it as of the date of the Investment Manager Agreement; (b) to prevent any acquisition or investment (directly or indirectly) by an Investment Manager Affiliate of or in investment opportunities which arc adjacent to investments currently held by Green Property Investment Fund 1 pic and/or The Fonthill Partnership (such as extensions to assets already within those entities' existing portfolios or properties adjacent to existing properties already held by Green Property Investment Fund I pic and/or The Fonthill Partnership); (c) following the passing of a resolution of the Directors to cease the business and operations of the Company or the passing of a vote to discontinue the investment strategy of the Company pursuant to which it is resolved to take steps to cease the business of the Company and/or sell, liquidate or otherwise dispose of the assets of the Company; or (d) following the service by the Investment Manager of notice of termination of the Investment Manager Agreement due to a winding up event, an insolvency or court protection event or other similar events, a security enforcement event or certain other similar events in respect of the Company or an unremedied breach by the Company of a material term of the Investment Manager Agreement.

In addition, an Investment Manager Affiliate may continue or agree to act as investment manager or investment adviser for other persons or provide administration, investment management or other services for other clients without making the same available to the Company, in each such case provided that (i) it is done pursuant to an existing arrangement or an existing agreement which in each case is in place with such Investment Manager Affiliate at the date of the Investment Manager Agreement or pursuant to an arrangement for the provision of some or all of such services to any assignee, transferee or successor of (or to any party who, at the date of the Investment Manager Agreement, is a counterparty to) such an existing arrangement or existing agreement (whether such assignment, transfer or succession relates to an existing arrangement or agreement or to some or all of the loans or real estate properties to which an existing agreement relates), the opportunity to enter into which arises in the context of those existing arrangements or agreements or (ii) such work relates to real estate properties which are subject to such an existing arrangement or existing agreement.

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The Investment Manager Agreement also provides that the Investment Manager shall not, during the term of the Investment Manager Agreement, launch a property investment/real estate listed or unlisted fund or a property investment/real estate investment trust carrying on business in Ireland similar to the business of the Company.

The Investment Manager Agreement also provides that the Investment Manager shall disclose in writing to the Company any actual or potential conflicts of interests which it and/or any of the Investment Manager Affiliates have or may have for the time being, subject to any obligations of confidentiality to which the Investment Manager is contractually bound.

Confidentiality

The Investment Manager Agreement provides that subject to specified exceptions, neither party shall, without the consent of the other party, use or disclose to any person confidential information of the other party that it has or acquires.

Dispute resolution

If any dispute or difference shall arise between the Investment Manager and the Company in relation to any fees or certain expenses that may be payable to the Investment Manager under the Investment Manager Agreement, such dispute or difference may, on written notice given by either party at any time and served on the other, be referred to and be determined by an independent person who shall have been qualified in respect of the general subject matter of the dispute or difference for not less than ten years and who shall be a specialist in relation to such subject matter. The independent expert shall be appointed by agreement between the parties or (if within ten business days after service of the notice the parties have been unable to agree) on the application of either party by the President for the time being of the Society of Chartered Surveyors in Ireland or his or her duly appointed deputy or any other person authorised by him or her to make appointments on his or her behalf. The costs of appointing the independent expert and the parties' costs and disbursements in connection with their duties under the Investment Manager Agreement shall be shared between the parties to the dispute in such proportions as the independent expert shall determine or, in the absence of such determination, equally between the parties.

Governing law and arbitration

The Investment Manager Agreement is governed by the laws of Ireland. Save as specified in "Dispute resolution" above (in relation to fees and certain expenses), any dispute which. may arise out of or in connection with the Investment Manager Agreement shall be resolved through arbitration in Dublin, Ireland. The arbitration award shall (save in the case of fraud or manifest error) be final and binding on the parties.

Commitment leiters from Management Team

Each of the members of the Management Team has provided an undertaking to the Company that if he identifies a Relevant Opportunity which he or a body corporate or other person or entity that is controlled by him (alone or together with any other shareholder of an Investment Manager Affiliate), whether directly or indirectly, intends to participate in, he shall, before proceeding to effect such participation or the acquisition of the property the subject of that Relevant Opportunity, present the Relevant Opportunity to the Company by notice in writing for consideration as a possible investment by the Company instead. This undertaking is to take effect from the date of the Investment Manager Agreement and shall end on the earlier of: (a) the date of termination of the Investment Manager Agreement; (b) the date on which the relevant member of the Management Team ceases to be directly or indirectly beneficially interested in any shares or other ownership interests in any Investment Manager Affiliate; (c) the date on which a resolution of the Directors is passed to cease the business and operations of the Company; and (d) the date on which notice of termination of the Investment Manager Agreement is served by the Investment Manager due to a winding up or insolvency of the Company or an unremedied breach by the Company of a material term of the Investment Manager Agreement.

If the Company elects, acting in good faith, to proceed with such investment, the Company shall issue the relevant member of the Management Team with notice of this as soon as reasonably practicable, and, in any event, within 10 business days of service of notice to the Company by the member of the Management Team. ln these circumstances, if the Company proceeds with that investment, the member of the Management Team shaH not participate in the Relevant Opportunity.

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If the Company gives notice to the member of the Management Team that it does not intend to proceed with the investment, or if the Company does not serve notice on the member of the Management Team within the prescribed period, the relevant member of the Management Team shall be at liberty to proceed to participate in the Relevant Opportunity himself.

I 1.2 Placing and Sponsor Agreement

The Placing and Sponsor Agreement has been entered into between the Company, the Directors, the Investment Manager, GP Holdings and the Joint Bookrunners. The Joint Bookrunners have severally agreed, subject to certain conditions that are typical for an agreement of this nature (the last condition being Admission) to use their respective reasonable endeavours to procure subscribers for the Ordinary Shares under the Placing at the Issue Price. The Placing and Sponsor Agreement also sets out the terms on which the Company has appointed Davy and J.P. Morgan Cazcnovc as joint sponsors in connection with Admission.

For their services in connection with the Placing and provided the Placing and Sponsor Agreement becomes wholly unconditional and is not terminated in accordance with its terms, the following commission and fee arrangements apply:

(a) if the Placing and LVS II Subscription Proceeds are:

(i) less than or equal to €200 million, the Company will pay to Davy and J.P. Morgan Cazenove a commission equal to 2.50% of the value of the Placing and LVS II Subscription Proceeds ; or

(ii) greater than €200 million, the Company will pay to Davy and J.P. Morgan Cazenovc a commission equal to 2.50% of the value of the first €200 million of the Placing and LVS II Subscription Proceeds and 2.75% of the value of the excess of the Placing and LVS II Subscription Proceeds over and above €200 million; and

(b) the Company will pay to Davy a corporate finance fee of €250,000.

The fees in (b) and the corporate finance fee of €250,000 payable to Invcstcc pursuant to the Investcc Engagement Agreement will be deducted from the placing commission calculated in accordance with (a), and the balance will be paid to Davy and J.P. Morgan Cazenove in equal proportions.

The Company has also agreed to pay the fees, costs and expenses of the Joint Bookrunners in connection with or incidental to the Placing and Admission, and if Admission does not occur, all such costs and expenses will be borne by GP Holdings.

Under the Placing and Sponsor Agreement, the Company, the Directors, the Investment Manager and GP Holdings have given certain market standard warranties and the Company has given an indemnity to the Joint Bookrunners concerning, amongst other things, the accuracy of the information contained in this Prospectus. The Investment Manager and GP Holdings have each severally given an indemnity in respect of a breach of their respective obligations under the Placing and Sponsor Agreement (including for a breach of their warranties). The Company's liability under the Placing and Sponsor· Agreement is unlimited as to time and amount. The liability of the Directors is limited as to time and amount. The rights of the Joint Bookrunners against the Investment Manager and GP Holdings arc also subject to certain agreed restrictions and limitations.

The Company has undertaken that (subject to certain exceptions) it will not, for a period of 180 days beginning on the date of Admission, without the prior written consent of the Joint Bookrunners, offer, issue, lend, sell or contract to sell, grant options in respect of or otherwise dispose of, directly or indirectly any Ordinary Shares or any securities convertible into, or exchangeable for, or enter into any swap or other agreement or any other transaction with the same economic effect as (or agree to do) any of the foregoing.

Each of the Joint Bookrunners has severally agreed to make payment on behalf of subscribers procured by that Joint Bookrunner to the Company on Admission of an amount representing the aggregate value of the Placing Shares subscribed for by the subscribers procured by that Joint Bookrunner.

The Placing and Sponsor Agreement can be terminated at any time before Admission by the Joint Bookrunners giving notice to the Company in certain circumstances, including where (a) any of the conditions in the Placing and Sponsor Agreement are not satisfied at the required times and continue not to be satisfied on Admission (unless waived); (b) any matter has arisen which would require the publication of a supplementary prospectus; (c) either the Company, any Director, the Investment Manager or GP Holdings fails to comply with any of its or his obligations under the Placing and Sponsor Agreement or

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under the terms of the Placing where such failure is considered to be material in the good faith opinion of the Joint Bookrunners.

11.3 Investec Engagement Agreement

The Company has entered into an agreement dated 12 July 2013 with Investec in which Investec has agreed to act as co-lead manager for the Company in respect of the Admission. The services that Investcc shall provide include assisting Davy and J.P. Morgan Cazenove with roadshow management, investor presentations, market feedback and referring orders during the book build part of the Admission process. The fees for these services are €250,000; however, no fees are payable by the Company to Investec under such agreement in the event that Admission does not occur on or before 31 August 2013.

11.4 Subscription Agreement

GP Holdings has executed a subscription agreement dated 12 July 2013 in favour of the Company pursuant to which, conditional on Admission occurring, it irrevocably agrees to subscribe for 9,600,000 Ordinary Shares for €9,960,000 on its own and Mr. Pat Gunne's behalf which, together with the 400,000 Ordinary Shares of €0.10 each GP Holdings subscribed for €40,000 on the incorporation of the Company, will bring the combined investment of GP Holdings and Mr. Pat Gunne in the Company to €10,000,000.

Pursuant to the subscription agreement, GP Holdings has paid the subscription amount of €9,960,000 into an escrow account in the name of Arthur Cox, solicitors for the Company. Arthur Cox is authorised and instructed to pay the funds held in the escrow account to the Company upon receipt of a written confirmation that Admission has occurred.

11.5 Lock-In Deed

The Company is a party to a Lock-In Deed dated 12 July 2013 with GP Holdings, the Investment Manager, Mr. Stephen Vernon, Mr. Pat Gunne, J.P. Morgan Cazenove and Davy.

Pursuant to the terms of the Lock-In Deed, GP Holdings undertakes, subject to certain customary exceptions, not to dispose of its shareholding in the Company for a period of three years after Admission. In addition, for a period of six months after the expiration of such three year lock-in period and/or in certain other circumstances shares in the Company must be sold by GP Holdings in accordance with the requirements and terms and conditions of the Company's broker so as to maintain an orderly market in the Company's publicly traded securities. There are a number of exceptions to this orderly market restristion which apply during the lock-in period and the orderly market period, including where any restriction would cause GP Holdings to become, or continue to be, a Holder of Excessive Rights.

Furthermore, the Investment Manager undertakes under the Lock-In Deed not to dispose of any Performance Fee Shares if such shares are the subject of a lock-in under the terms of the Investment Manager Agreement. The Investment Manager Agreement provides that each tranche of Ordinary Shares to be issued to the Company pursuant to the Investment Manager Agreement shall be subject to a lock-in period as more particularly described in paragraph 11.1 of this Part XV (Additional Information). In addition, for a period of six months after the expiration of such lock-in periods, and/or in certain other circumstances, shares in the Company must be sold by the Investment Manager in accordance with the requirements and terms and conditions of the Company's broker so as to maintain an orderly market in the Company's publicly traded securities. There are a number of exceptions to this orderly market restriction which apply during the lock-in period and the orderly market period, including where any restriction would cause the Investment Manager to become, or continuing to be, a Holder of Excessive Rights.

There are a number of circumstances in which each of GP Holdings and the Investment Manager may sell their shares in the Company including (i) in the event of the whole or partial takeover of the issued share capital of the Company which has been recommended by the Board, (ii) the implementation of a scheme of arrangement in respect of the sale of the shares of the Company that has been recommended by the Board, (iii) a scheme of reconstruction of the Company, (iv) any buy back by the Company of shares on identical terms to the terms offered to all shareholders, (v) any sale in respect of which J.P. Morgan Cazenove and Davy have granted their prior consent and (vi) any sale to prevent GP Holdings or the Investment Manager from becoming or continuing to be a Holder of Excessive Rights.

Finally, under the Lock-In Deed, each of Mr. Stephen Vernon and Mr. Pat Gunne are severally obliged to procure insofar as they have the power to do so, that each of the Investment Manager and GP Holdings complies with the terms of the Lock-In Deed. In addition, each of Mr. Stephen Vernon and Mr. Pat Gunne

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undertake severally that he shall not transfer any legal or beneficial interests he may have in the Investment Manager and GP Holdings for a period of three years from the date of the Lock-In Deed other than to a Specified Person.

11.6 LVS II Subscription Agreement

LVS II has entered into a subscription agreement dated 11 July 2013 with the Company pursuant to which it has agreed to subscribe for. conditional upon Admission occurring and the Placing and Sponsor Agreement not being terminated in accordance with its terms, 30,969,000 Ordinary Shares at the Issue Price. The LVS II Subscription Agreement contains standard representations and warranties from LVS II to the Company. In addition, the terms of the LVS II Subscription Agreement include an undertaking from LVS II to the Company pursuant to which LVS II shall take all steps within its power to ensure that the Ordinary Shares subscribed by it pursuant to the LVS II Subscription Agreement shall be held by such number of LVS Group Entities (or under such number of funds within the management or control of LVS II) such that neither LVS II nor any single LVS Group Entity nor any single fund within the management or control of LVS II shall at any time become a Substantial Shareholder.

For so long as the LVS Group owns in aggregate at least the lesser of (i) 9.99% of the issued share capital of the Company from time to time; and (ii) 30,969,000 Ordinary Shares (being the aggregate number of Ordinary Shares subscribed for by LVS II pursuant to the LVS II Subscription Agreement at the time of Admission); and provided that neither LVS II nor any LVS Group Entity is individually a Substantial Shareholder, the Company shall in good faith provide a LVS Group Entity with the opportunity to participate in all co-investment opportunities with the Company in Ireland in situations where the Board instructs the Investment Manager (or the Board approves the recommendation of the Investment Manager) to source equity capital from one or more third parties (including, without limitation, any other Shareholders of the Company but excluding any party having an existing interest in the relevant asset with whom the Company may co-invest) because due to the size and/or complexity of the relevant opportunity the Company does not wish to undertake such investment on its own (a Co-Investment Opportunity).

Subject to the relevant LVS Group Entity assessing a Co-Investment Opportunity and making investment decisions on a timely basis (acting always in good faith), the Company will provide such LVS Group Entity with the opportunity to participate by providing such LVS Group Entity with: (i) a notice of the Co-Investment Opportunity setting out the details of the Co-Investment Opportunity (the Co-Investment Opportunity Notice); and (ii) 14 clear days (commencing on the date on which the Co-Investment Opportunity Notice is received) to consider the Co-Investment Opportunity, prior to soliciting other third party co-investors (including, without limitation, any other shareholders of the Company but excluding any party having an existing interest in the relevant asset with whom the Company may co-invest) and any such co-investment by such LVS Group Entity shall be on market standard terms and such LVS Group Entity shall act in good faith in any negotiations with the Company regarding the terms of the proposed co-investment.

If after having negotiated with the relevant LVS Group Entity in good faith, the Board reasonably concludes that the terms of the proposed co-investment offered by such LVS Group Entity are not market standard, the Board shall be entitled to offer the opportunity to participate in the proposed co-investment to other third parties. Prior to entry into a definitive agreement regarding the proposed co-investment with any third party, the Company will provide such LVS Group Entity a period of two Business Days to at least match the terms of the proposed co-investment offered by such third party by signing a definitive agreement on the same terms (the Right to Match), where such Right to Match shall be made available only once to such LVS Group Entity and only in circumstances where the Board has concluded (acting in good faith and based on prior negotiations with the relevant LVS Group Entity) that the terms of the proposed co-investment offered by the relevant third party are terms that would be acceptable to the relevant LVS Group Entity. For the avoidance of doubt, there will be no requirement or obligation on the Company to make available the Right to Match to the relevant LVS Group Entity where the terms of the proposed co-investment offered by the relevant third party are the same as or substantially similar to terms on which the relevant LVS Group Entity has previously refused to contract with the Company. If such LVS Group Entity does not sign within such two Business Days period, there shall be no restriction on the Company to offer the opportunity to participate in the proposed co-investment to other third parties or enter into definitive agreements regarding the proposed co-investment with one or more third parties.

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The Company does not intend to provide any LVS Group Entity with the opportunity to participate in investment opportunities in which it invests alone or which involve entering into co-investment or joint venture arrangements with any party having an existing interest in the relevant asset.

Under the terms of the agreement, the parties acknowledge that if a LVS Group Entity decides to participate in any co-investment or joint venture opportunities provided by the Company, such transactions may, as a result of the LVS Group's substantial shareholding in the Company, constitute related party transactions for purposes of Chapter 11 of the UK Listing Rules and Chapter 8 of the Irish Stock Exchange Listing Rules, in which case it will require approval of the Company's Shareholders (other than the relevant related party) and a recommendation from the Board to vote in favour of such related party transaction, prior to entry into relevant binding agreements or prior to such agreements becoming unconditional.

11.7 Cash Manager Agreement

The Company has appointed the Cash Manager as discretionary investment manager of some or all cash not yet invested by the Company in property assets or otherwise applied in respect of the Company's operating expenses entrusted from time to time by the Company for management by the Cash Manager pursuant to the terms and conditions of the Cash Manager Agreement with the aim of preserving the capital value of such assets. Subject to the Company providing the Cash Manager with reasonable notice when it requires the liquidation and/or transfer of a part of the entrusted assets in order to pursue the Company's investment policy, the Company has given the Cash Manager full discretionary authority to invest in various types of financial instruments including cash deposits, term deposits, depository bonds, fixed rate depository bonds, commercial paper, treasuries, bonds with short term to maturity and government securities as well as floating rate notes and other money market instruments.

For the services provided under Cash Manager Agreement, the Company shall pay the Cash M anagcr an annual fcc not exceeding 20 basis points of the cash value of the assets, determined in accordance with acceptable industry practice, entrusted to the Cash Manager, charged and payable quarterly in arrears. The Company shall bear any costs or expenses properly incurred by the Cash Manager or any of its affiliates or delegates under the Cash Manager· Agreement.

The Cash Manager Agreement will continue in force until terminated at any time by the Company or by the Cash Manager by giving the other party 30 business days, prior written notice (excluding email), subject to the completion of initiated transactions and.time necessary to liquidate the portfolio if required by the Company. The Cash Manager shall be entitled to immediately terminate with immediate effect the Cash Manager Agreement by means of a duly signed written notice to the Company upon the happening of any of the following events: (a) if the Company commits any substantial or continuing breach of the Cash Manager Agreement and (where such breach is capable of remedy) fails to remedy such a breach within ten business days of being given written notice of such breach; (b) if the Company is pronounced bankrupt, if a moratorium is declared in respect of the Company or over the Company's assets, if a receiver, an administrator or liquidator of the Company shall be appointed, if the Company shall make any composition or arrangement with its creditors or a resolution is passed or an order is made for the winding up of the Company; or (c) if the Company is no longer permitted to perform its obligations under any applicable law.

The Cash Manager Agreement provides that the Cash Manager shall not be held liable in any way for any cost, charge, loss, liability or expenses resulting from or in connection with: (a) the Cash Manager acting on inaccurate, incomplete, incorrect or misleading information provided by the Company; (b) any lack of communication by the Company following reasonable notice; (c) transactions conducted in accordance with the Company's request or instructions; (d) the refusal of the Cash Manager to comply with the Company's instructions in accordance with the Cash Manager Agreement; (c) the actions, omissions or default of any third party unless if expressly stated otherwise in the Cash Manager Agreement; or (f) any event or circumstance outside the reasonable control of the Cash Manager. Neither the Company nor the Cash Manager shall in any circumstances be liable to the other party for any loss of profits, opportunities, business contracts or any unforeseeable, indirect, special or consequential loss.

The Company will indemnify the Cash Manager against any cost, charge, loss, liability or expenses whatsoever which may be suffered or incurred by the Cash Manager including any taxation however imposed or suffered directly or indirectly in connection with or as a result of any service performed or action permitted or otherwise under the Cash Manager Agreement, except to the extent that such cost, charge, loss, liability or expenses are due directly to the negligence, wilful default or fraud of the Cash

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Manager. The Company will reimburse and indemnify the Cash Manager for any reasonable legal expenses incurred by the Cash Manager in connection with any action, litigation, arbitration or other proceeding brought by a third party against the Company, or by the Company against a third party in connection with the management of some or all cash not yet invested by the Company in property assets or otherwise applied in respect of the Company's operating expenses entrusted by the Company to the Cash Manager for management, or the obligations of the Cash Manager under the Cash Manager Agreement.

The Cash Manager may delegate or outsource (wholly or partly) the discretionary investment management of some or all cash not yet invested by the Company in property assets or otherwise applied in respect of the Company's operating expenses entrusted by the Company to the Cash Manager for management, and/or any of its critical and important operational functions provided under Cash Manager Agreement to third parties (including affiliates of the Cash Manager) but the Cash Manager's liability to the Company for matters so delegated or outsourced shall not be affected thereby.

11.8 Registrar Agreement

Pursuant to the Registrar Agreement dated 12 July 2013, the Registrar has been appointed to act as the Company's registrar.

The Registrar is entitled to a one-off management fee in relation to its services in connection with the Issue and the creation of the share register of €1,000. The Registrar is also entitled to a fee of €2.25 per entry on the register per annum, subject to a minimum fee per annum of €4,000, and to additional fees for processing transfers, assisting at the Company's annual general meetings and other services. There is no maximum amount payable under the Registrar Agreement. The Registrar will also be entitled to certain out of pocket expenses.

The Registrar Agreement is for a fixed term of 3 years, and thereafter may be terminated by either party giving 6 months' notice. The Registrar Agreement may also be terminated by either party at any time if (a) the other party is in persistent or material breach of the Registrar Agreement and docs not remedy such breach within 21 days, (b) the other party becomes insolvent or is subject to an insolvency-related event, or (c) the other party ceases to be the holder of any authorisation required to perform its obligations under the Registrar Agreement.

Under the terms of the Registrar Agreement, the Company has agreed to indemnify the Registrar from and against any and all liabilities arising from the Registrar's performance of its obligations under the Registrar Agreement, unless such losses arise from the fraud, negligence or wilful default of the Registrar or its agents, officers, sub-contractors and employees. The Registrar indemnifies the Company from and against any losses arising from the fraud, negligence or wilful default of the Registrar or its agents, officers, sub-contractors and employees. The aggregate liability (other than for fraud, or breach of Section 12 of the Sale of Goods Acts 1893 and 1980, or death or personal injury caused by the Registrar's negligence) of the Registrar over any 12-month period under the Registrar Agreement is limited to twice the total sum paid to the Registrar. The Registrar Agreement also contains provisions limiting the Registrar's liability in relation to forged transfers.

11.9 Audit Services

KPMG will provide audit services to the Company. The annual report and accounts will be prepared in accordance with !FRS as adopted by the EU.

The fees charged by KPMG will depend on the services provided, computed, among other things, on the time spent by the auditor on the affairs of the Company. There is therefore no maximum amount payable under KPMG's engagement letter.

11.10 Company Secretarial Services

Mark Munro is the Company Secretary of the Company and will have the assistance of KPMG in respect of company secretarial services. The Company Secretary will be responsible for matters such as the filing of the Company's annual return and the maintenance of statutory registers. The fees charged by KPMG for their services will be based on the time spent by KPMG personnel in completing the tasks associated with the engagement. There is therefore no maximum payable under KPMG's engagement letter.

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12. GOVERNMENTAL, LEGAL OR ARBITRAL PROCEEDINGS

There have been no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Company is aware), during the previous 12 months from the date of this Prospectus which may have, or have had in the recent past (covering the 12 months preceding the date of this Prospectus) significant effects on Company's financial position or profitability.

13. INFORMATION ON HOLDINGS

The Company does not hold a proportion of capital in any undertakings likely to have a significant effect on the assessment of its own assets and liabilities, financial position or profits and losses.

14. INVESTMENTS

The Company has made no principal investments since 24 June 2013 (being the date of incorporation) and up to the date of this Prospectus, there are no principal investments in progress or principal future investments on which the Company has made firm commitments.

15. PROPERTY, PLANT AND EQUIPMENT

The Company does not own or occupy any premises or other real estate as at the date of this Prospectus and does not own any plant or equipment.

16. CONSENTS

KPMG, a firm authorised and regulated by, and whose partners include members of, the Institute of Chartered Accountants in Ireland, has given and not withdrawn its written consent to the inclusion of its report on the historical financial information of the Company set out in Part X (Historical Financial Information) and the inclusion in this Prospectus of the references to its name in the form and context in which they appear. This consent is included for the purposes of section 45 of the 2005 Act.

17. EXPENSES

The total costs and expenses (exclusive of VAT) of, or incidental to, the Issue and Admission payable by the Company are estimated to be approximately €10.8 million.

18. GENERAL

Where information has been sourced from a third party this information has been accurately reproduced. So far as the Company and the Directors are aware and are able to ascertain from information provided by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.

There are no patents, intellectual property rights, licences, industrial, commercial or financial contracts or new manufacturing processes which are or may be material to the Company's business or profitability.

There have been no interruptions in the business of the Company, which may have or have had in the period since incorporation to the date of the publication of this Prospectus a significant effect on the financial position of the Company or which are likely to have a material effect on the prospects of the Company for the next 12 months.

Save as disclosed in paragraph 7 of Part VII (Information on the Company) the Directors are not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the prospects of the Company for at least the current financial year.

The financial information of the Company set out in Part X (Historical Financial Infomwtiw) docs not constitute full accounts within the meaning of section 19 of the 1986 Act. The Company has only recently been incorporated and has not yet been required to prepare statutory accounts for any financial year. Therefore, no statutory accounts have been delivered to the Registrar of Companies in Ireland and the Company's auditors have not made a report under the Irish Companies Acts for any financial year.

The Issue will represent a significant gross change for the Company. At the date of this Prospectus and until Admission, the assets of the Company are and will be €40,000. Under the Issue, on the basis that 309,600,000 Ordinary Shares are to be issued, the net assets of the Company would increase by approximately €299,135,882 immediately after Admission.

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19. DOCUMENTS ON DISPLAY

Copies of the documents referred to below will be available for inspection in physical form between the hours of 9.30 a.m. and 5.30 p.m. on any weekday (Saturday, Sundays and public holidays excepted) at the Company's registered office up to and including Admission:

(a) the Memorandum and Articles of the Company;

(b) the written consent referred to in paragraph 16 of this Part XV (Additional Information);

(c) the Investment Manager Agreement;

(d) the EPRA Reporting-Best Practice Recommendations (August 2011); and

(e) this Prospectus.

This Prospectus is dated 15 July 2013.

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PART XVI: TERMS AND CONDITIONS OF THE PLACING

l. INTRODUCTION

1.1 Each person who is invited to and who chooses to participate in the Placing (including individuals, funds or others) (a Placee) confirms its agreement (whether orally or in writing) to the Joint Bookrunners to subscribe for Placing Shares under the Placing and that it will be bound by these terms and conditions and will be deemed to have accepted them.

1.2 The Joint Bookrunners may require any Placee to agree to such further terms and/or conditions and/or give such additional warranties and/or representations as it (in its absolute discretion) sees fit and/or may require any such Placce to execute a separate placing letter (Placing Letter).

2. AGREEMENT TO SUBSCRIBE FOR ORDINARY SHARES

Conditional on: (i) Admission occurring and becoming effective by 8.00 a.m. (Dublin time) on or prior to 18 August 2013 (or such later time and/or date, not being later than 31 August 2013, as the Company, the Investment Manager and the Joint Bookrunners may agree); (ii) the Placing and Sponsor Agreement becoming otherwise unconditional in all respects and not having been terminated on or before 18 August 2013 (or such later date, not being later than 31 August 2013, as the parties thereto may agree); and (iii) the Joint Bookrunners confirming to the Placees their allocation of Ordinary Shares, a Placee agrees to become a member of the Company and agrees to subscribe for those Placing Shares allocated to it by the Joint Bookrunners at the Issue Price. To the fullest extent permitted by law, each Placee acknowledges and agrees that it will not be entitled to exercise any remedy of rescission at any time. This does not affect any other rights the Placee may have.

3. PAYMENT FOR ORDINARY SHARES

Each Placee must pay the Issue Price for the Ordinary Shares issued to the Placec in the manner and by the time directed by the Joint Bookrunners. If any Placce fails to pay as so directed and/or by the time required, the relevant Placee's application for Placing Shares shall be rejected.

4. REPRESENTATIONS AND WARRANTIES

4.1 By agreeing to subscribe for Placing Shares, each Placee which enters into a commitment to subscribe for Placing Shares will (for itself and any person(s) procured by it to subscribe for Placing Shares and any nominee(s) for any such person(s)) be deemed to agree, represent and warrant to each of the Company and the Joint Bookrunners that:

(a) in agreeing to subscribe for the Placing Shares under the Placing, it is relying solely on this Prospectus and any supplementary prospectus issued by the Company and not on any other information given, or representation or statement made at any time, by any person concerning the Company or the Placing. It agrees that none of the Company, or the Joint Bookrunncrs, nor any of their respective officers, agents or employees, will have any liability for any other information or representation. It irrevocably and unconditionally waives any rights it may have in respect of any other information or representation;

(b) the content of this Prospectus is exclusively the responsibility of the Company and its Board and apart from the liabilities and responsibilities, if any, which may be imposed on any of the Joint Bookrunners under any regulatory regime, none of the Joint Bookrunners nor any person acting on their behalf nor any of their affiliates makes any representation, express or implied, nor accepts any responsibility whatsoever for the contents of this document nor for any other statement made or purported to be made by them or on its or their behalf in connection with the Company or the Placing Shares;

(c) if the laws of any territory or jurisdiction outside the United Kingdom and Ireland arc applicable to its agreement to subscribe for Placing Shares under the Placing, it warrants that it has complied with all such laws, obtained all governmental and other consents which may be required, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with its application in any territory and that it has not taken any action or omitted to take any action which will result in the Company or the Joint Bookrunncrs or any of their respective officers, agents or employees acting in breach of the regulatory or legal requirements, directly or indirectly, of any territory or jurisdiction outside the United Kingdom or Ireland in connection with the Placing;

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(d) it does not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the Ordinary Shares and it is not acting on a non-discretionary basis for any such person;

(c) it agrees that, having had the opportunity to read this Prospectus, it shall be deemed to have had notice of all information and representations contained in this Prospectus, that it is acquiring Ordinary Shares solely on the basis of this Prospectus and no other information and that in accepting a participation in the Placing it has had access to all information it believes necessary or appropriate in connection with its decision to subscribe for Ordinary Shares;

(f) no person is authorised in connection with the Placing to give any information or make any representation other than as contained in this Prospectus and, if given or made, any information or representation must not be relied upon as having been authorised by the Joint Bookrunners;

(g) it is not applying as, nor is it applying as nominee or agent for, a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in section 67, 70, 93 or 96 (depository receipts and clearance services) of the Finance Act 1986;

(h) if it is receiving the offer in circumstances under which the laws or regulations of a jurisdiction other than the United Kingdom or Ireland would apply, that it is a person to whom the Ordinary Shares may be lawfully offered under that other jurisdiction's laws and regulations;

(i) if it is a resident in the EEA (other than the United Kingdom or Ireland), it is a qualified investor within the meaning of the law in the Relevant Member State implementing Article 2( I)( e) of the Prospectus Directive;

G) if it is outside the United Kingdom and Ireland, neither this Prospectus nor any other offering, marketing or other material in connection with the Placing constitutes an invitation, offer or promotion to, or arrangement with, it or any person whom it is procuring to subscribe for Ordinary Shares pursuant to the Placing unless, in the relevant territory, such offer, invitation or other course of conduct could lawfully be made to it or such person and such documents or materials could lawfully be provided to it or such person and Ordinary Shares could lawfully be distributed to and subscribed and held by it or such person without compliance with any unfulfilled approval, registration or other regulatory or legal requirements;

(k) it and the prospective beneficial owner of the Ordinary Shares is, and at the time the Ordinary Shares are acquired will be either (i) outside the United States, not a US Person and acquiring the Ordinary Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the US Securities Act and it is not acquiring the Ordinary Shares for the account or benefit of a US Person, or (ii) if it is inside the United States or a US Person, a QJB and a QP which has duly executed a US Investor's Letter in the form provided in Annex A (US Investor's Letter) in this Prospectus and delivered the same to one of the Joint Book runners or its affiliates;

(I) it acknowledges that the Company has not registered under the US Investment Company Act and that the Company has put in place restrictions for transactions not involving any public offering in the United States, and to ensure that the Company is not and will not be required to register under the US Investment Company Act;

(m) the Ordinary Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be cleared or approved in respect of any of the Ordinary Shares under the securities laws of the United States, Australia, Canada, South Africa, Switzerland or Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within the United States, Australia, Canada, South Africa, Switzerland or Japan or in any country or jurisdiction where any action for that purpose is required;

(n) if it is a pension fund or investment company, its acquisition of the Ordinary Shares is in full compliance with applicable laws and regulations;

(o) it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted this Prospectus or any other offering materials concerning the Issue or the Ordinary Shares to any persons within the United States or to any US Persons, nor wiJI it do any of the foregoing;

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(p) none of the Joint Bookrunners nor any of their respective affiliates nor any person acting on their behalf is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Issue or providing any advice in relation to the Issue and participation in the Placing is on the basis that it is not and will not be a client of the Joint Bookrunners or any of their affiliates and that the Joint Bookrunners and any of their affiliates do not have any duties or responsibilities to it for providing protection afforded to their respective clients or for providing advice in relation to the Issue nor in respect of any representations, warranties, undertaking or indemnities contained in these terms or any Placing Letter;

(q) where it is subscribing for Ordinary Shares for one or more managed, discretionary or advisory accounts, it is authorised in writing for each such account: (i) to subscribe for the Ordinary Shares for each such account; (ii) to make on each such account's behalf the representations, warranties and agreements set out in this Prospectus; and (iii) to receive on behalf of each such account any documentation relating to the Placing in the form provided by the Company and/or any of the Joint Bookrunners. It agrees that the provision of this paragraph shall survive any resale of the Ordinary Shares by or on behalf of any such account;

(r) it irrevocably appoints any Director and any director of the Joint Bookrunners to be its agent and on its behalf (without any obligation or duty to do so), to sign, execute and deliver any documents and do all acts, matters and things as may be necessary for, or incidental to, its subscription for all or any of the Ordinary Shares for which it has given a commitment under the Placing, in the event of its own failure to do so;

(s) it accepts that if the Placing docs not proceed or the conditions to the Placing and Sponsor Agreement arc not satisfied or the Ordinary Shares for which valid applications arc received and accepted arc not admitted to listing and trading on the Official Lists and the Irish Stock Exchange's main securities market or the London Stock Exchange's main market for listed securities (respectively) for any reason whatsoever then none of the Company, or the Joint Bookrunners or any of their affiliates, nor persons controlling, controlled by or under common control with any of them nor any of their respective employees, agents, officers, members, stockholders, partners or representatives, shall have any liability whatsoever to it or any other person;

(t) in connection with its participation in the Placing it has observed all relevant legislation and regulations, in particular (but without limitation) those relating to money laundering and countering terrorist financing and that its application is only made on the basis that it accepts full responsibility for any requirement to identify and verify the identity of its clients and other persons in respect of whom it has applied. In addition, it warrants that it is a person: (i) subject to the Money Laundering Regulations 2007 in force in the United Kingdom or subject to the Criminal Justice (Money Laundering and Terrorist Financing) Act 2010; or (ii) subject to the Money Laundering Directive (2005/60/EC of the European Parliament and of the EC Council of 26 October 2005 on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing); or (iii) acting in the course of a business in relation to which an overseas regulatory authority exercises regulatory functions and is based or incorporated in, or formed under the law of, a county in which there are in force provisions at least equivalent to

those required by the Money Laundering Directive;

(u) due to anti-money laundering and the countering of terrorist financing requirements, the Joint Bookrunners and/or the Company may require proof of identity of a Placcc and related parties and verification of the source of the payment before the application can be processed and that, in the event of delay or failure by the Placec to produce any information required for verification purposes the Joint Bookrunncrs and/or the Company may refuse to accept the application and the subscription moneys relating thereto. It holds harmless and will indemnify the Joint Bookrunners and/or the Company against any liability, loss or cost ensuing due to the failure to process this application, if such information as has been required has not been provided by it or has not been provided on a timely basis; and

(v) the Joint Bookrunners and the Company (and any agent on their behalf) are entitled to exercise any of their rights under the Placing and Sponsor Agreement or any other right in their absolute discretion without any liability whatsoever to them (or any agent acting on their behalf).

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4.2 The representations, undertakings and warranties contained in this Prospectus are irrevocable. It acknowledges that Joint Bookrunners, the Company and their respective affiliates will rely upon the truth and accuracy of the foregoing representations and warranties and it agrees that if any of the representations or warranties made or deemed to have been made by its subscription of the Ordinary Shares are no longer accurate, it shall promptly notify the Joint Bookrunners and the Company.

4.3 Where it or any person acting on behalf of it is dealing with any of the Joint Bookrunncrs, any money held in an account with either of the Joint Bookrunners on behalf of it and/or any person acting on behalf of it will not be treated as client money within the meaning of the relevant rules and regulations of the FCA or the Central Bank which therefore will not require the Joint Bookrunncrs to segregate such money, as that money will be held by the Joint Bookrunncrs under a banking relationship and not as trustee.

4.4 Any of the Joint Bookrunners' clients, whether or not identified to the other Joint Bookrunners or any of their affiliates or agents, will remain that Joint Bookrunners' sole responsibility and will not become clients of any of the other Joint Bookrunners or any of their affiliates or agents for the purposes of the rules of the FCA or the Central Bank or for the purposes of any other statutory or regulatory provision.

4.5 It accepts that the allocation of Ordinary Shares shall be determined by the Joint Bookrunncrs (following consultation with the Company) in their absolute discretion.

4.6 Time shall be of the essence as regards its obligations to settle payment for the Ordinary Shares and to comply with its other obligations under the Placing.

5. SUPPLY AND DISCLOSURE OF INFORMATION

If the Joint Bookrunners, the Company or any of their agents request any information in connection with a Placee's agreement to subscribe for Ordinary Shares under the Placing or to comply with any relevant legislation, such Placee must promptly disclose it to them.

6. MISCELLANEOUS

6.1 The rights and remedies of the Joint Bookrunners and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.

6.2 On application, if a Placcc is a discretionary fund manager, that Placec may be asked to disclose in writing or orally the jurisdiction in which its funds are managed or owned. All documents provided in connection with the Placing will be sent at the Placcc ·s risk. They may be returned by post to such Placce at the address notified by such Placce.

6.3 Each Placee agrees to be bound by the Articles (as amended from time to time) once the Ordinary Shares, which the Placee has agreed to subscribe for pursuant to the Placing, have been acquired by the Placee. The contract to subscribe for Ordinary Shares under the Placing and the appointments and authorities mentioned in this Prospectus will be governed by, and construed in accordance with, the laws of England and Wales. For the exclusive benefit of the Joint Bookrunners, each Placee irrevocably submits to the jurisdiction of the courts of England and Wales and waives any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum. This does not prevent an action being taken against a Placee in any other jurisdiction.

6.4 In the case of a joint agreement to subscribe for Ordinary Shares under the Placing, references to a "Piaccc" in these terms and conditions are to each of the Placccs who arc a party to that joint agreement and their Iiabili ty is joint and several.

6.5 The Joint Bookrunners expressly reserve the right to modify the Placing (including, without limitation, their timetable and settlement) at any time before allocations are determined.

6.6 The Placing is subject to the satisfaction of the conditions contained in the Placing and Sponsor Agreement (which include but are not limited to those set out in paragraph 2 of this Part XVI (Tenns and Conditions of the Placing) above), and such agreement not having been terminated. Each Bank has the right to not waive any such condition or terms and shall exercise that right without recourse or reference to Placccs. Further details of the terms of the Placing and Sponsor Agreement arc contained in paragraphs 11.2 of Part XV (Additionallnfonnation ).

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6.7 It is expected that delivery of the Placing Shares will be made against payment therefore on or about 18 July 2013, which will be the 4th business day following the date of allocation of the Placing Shares (this settlement cycle being referred to as "T+4"). It is not intended that there should be any conditional dealing in the Placing Shares prior to Admission and delivery of the Placing Shares on or about 18 July 2013. However, Placees should be aware that if they were to trade the Placing Shares on the initial allocation date of the Placing Shares, they would be required, by virtue of the fact that the Placing Shares initially will settle in T+4 business days, to specify alternative settlement arrangements at the time of any such trade to prevent a failed settlement and should consult their own advisor.

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PART XVII: DEFINITIONS

The following definitions shall apply throughout this Prospectus unless the context requires otherwise:

"€" or "EUR" or "euro"

"£" or "Sterling" or "pounds" or "pence"

"$" or "US$" or ''US dollars" or "cents"

"1963 Act"

"1983 Act"

"1986 Act"

"1990 Act"

"2005 Act"

"2006 Regulations"

"Accounting Period"

''Admission''

"Aggregate Income"

"Aggregate Net Gains"

"Aggregate Net Losses"

the currency introduced at the start of the third stage of the European economic and monetary union pursuant to the Treaty establishing the European Community as amended;

the lawful currency of the United Kingdom;

the lawful currency of the United States;

the Companies Act 1963;

the Companies (Amendment) Act 1983;

the Companies (Amendment) Act 1986;

the Companies Act 1990;

the Investment Funds, Companies and Miscellaneous Provisions Act 2005;

European Communities (Takeover Bids (Directive 2004/25/EC)) Regulations 2006;

the period commencing on the date of the Investment Manager Agreement and expiring on 30 June 2014 and thereafter each successive period of twelve (12) calendar months each of which starts on the expiry of the preceding Accounting Period and ends at midnight on 30 June in each year throughout the term of the Investment Manager Agreement and, in the last year of the term of the Investment Manager Agreement, the period which starts on the expiry of the immediately preceding Accounting Period and which ends at midnight on the date of termination of the Investment Manager Agreement;

admission of the Ordinary Shares to the Official Lists and to trading on the main markets for listed securities of the London Stock Exchange and Irish Stock Exchange becoming effective in accordance with the Irish and United Kingdom Listing Rules;

in relation to a company or group, means the Aggregate Profits of the company or group, as the case may be, as: (a) reduced by the Aggregate Net Gains of the company or group, as the case may be, where Aggregate Net Gains arise, or (b) increased by the Aggregate Net Losses of the company or group, as the case may be, where Aggregate Net Losses arise;

in relation to a company or group, means the amount by which the sum of the gains recognised in arriving at the Aggregate Profits of the company or group, as the case may be, being gains which arise on the revaluation or disposal of investment property or other non-current assets, exceeds the sum of the losses so recognised, being losses which arise on such reva1uation or disposal;

in relation to a company or group, means the amount by which the sum of the losses recognised in arriving at the Aggregate Profits of the company or group, as the case may be, being losses which arise on the revaluation or disposal of investment property or other non-current assets, exceeds the sum of the gains so recognised, being gains which arise on such revaluation or disposal;

133

"Aggregate Profits"

"AIC"

"AJC Code"

"AJF"

"AJFM"

"AIFMD"

"AIF Rulebook"

"Allied Irish Bank"

"Anglo Irish Bank"

"Apollo Real· Estate Fund"

''Articles"

"Audit Committee"

"Al'erage Closing Price"

"Bank of Ireland"

"Base Fee"

"Benefit Plan Investor"

in relation to a company or group, means the profit that is stated in accounts of the company or consolidated accounts of the group, as the case may be, being accounts made up in accordance with relevant accounting standards, or, where such accounts or consolidated accounts, as the case may be, have not been made up, the profits which would be so stated if such accounts or consolidated accounts, as the case may be, were made up in accordance with those standards;

the Association of Investment Companies;

the AlC Code of Corporate Governance, as amended from time to time;

an alternative investment fund within the meaning of AIFMD;

an alternative investment fund manager within the meaning of AIFMD;

Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers;

the rulebook in relation to A!Fs published by the Central Bank in May 2013;

Allied Irish Banks, p.l.c;

the company formerly known as Anglo Irish Bank Corporation pic and Anglo Irish Bank Corporation Limited (and now known as Irish Bank Resolution Corporation Limited (in Special Liquidation));

Risali Limited, a company incorporated under the laws of Ireland (registered under the number 520056), with its registered office at 22 Clanwilliam Square, Grand Canal Quay, Dublin 2, Ireland;

the articles of association of the Company, as amended from time to time;

the audit committee of the Company as described in paragraph 8.3 of Part IX (Directors and Corporate Govemance);

the average closing prices on the main market of the Irish Stock Exchange in respect of Ordinary Shares listed on that exchange over the period of twenty days prior to the business day immediately preceding the date of a relevant invoice from the Investment Manager setting out its statement of the Performance Fee that is payable in respect of a relevant period;

The Governor and Company of the Bank of Ireland;

the base fee payable by the Company to the Investment Manager pursuant to and in accordance with the terms of the Investment Manager Agreement;

(a) an employee benefit plan (as defined in section 3(3) of ERISA) subject to Title I of ERISA, (b) a plan described in section 4975(c)(l) of the Code to which section 4975 of the Code applies or (c) any other entity whose underlying assets could be deemed to include plan assets by reason of an employee benefit plan's or a plan's investment in the entity within the meaning of the Plan Asset Regulations or otherwise;

134

"Business Day"

"Cash Manager"

"Cash Manager Agreement"

"CBRE"

"Central Bank"

"Code"

"Company"

"Computershare"

"Control"

"Controlling Person''

"CREST"

"CREST Regulations"

a day (excluding Saturday, Sunday and public holidays) on which banks generally are open for business in the City of London and Ireland for the transaction of normal banking business;

BNP Paribas Investment Partners UK Limited;

the cash manager agreement between the Company and the Cash Manager dated 15 July 2013, a summary of which is set out in paragraph 11.7 of Part XV (Additional Information);

CBRE Group, Inc;

the Central Bank of Ireland;

the US Internal Revenue Code of 1986;

Green REIT pic, a company incorporated under the laws of Ireland (registered under the number 529378), with its registered office at Styne House, Hatch Street Upper, Dublin 2, Ireland;

Computershare Investor Services (Ireland) Limited, Registrar for the Company;

in relation to a person, means: (a) the direct or indirect ownership of more than 50% of the equity share capital or voting capital or similar right of ownership of that person; or (b) the power to direct or cause the direction of the general management and policies of that person, whether directly or indirectly and whether through the ownership of voting capital, by contract or otherwise and the term "Controlled" shall be construed accordingly;

any person (other than a Benefit Plan Investor) that has discretionary authority or control with respect to the assets of the Company or that provides investment advice for a fee (direct or indirect) with respect to such assets or an "affiliate" (within the meaning of the Plan Asset Regulations) of such a person;

the system of paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear UK in accordance with the Unccrtificated Securities Regulations;

the Companies Act 1990 (Unccrtificatcd Securities) Regulations 1996 (S.i.68 of 1996);

"Davy" J&E Davy of Davy House, 49 Dawson Street, Dublin 2, trading as Davy or, as the context so requires, any affiliate thereof or company within its group;

"Directors" or "Board" the directors of the Company, whose names as at the date of this Prospectus arc set out in Part V (Directors, Company Secretary, Registered Office and Advisors);

"Disclosure and Transparency Rules" the disclosure and transparency rules made by the UK Listing Authority of the United Kingdom made under Part VI of the FSMA and as set out in the FCA Handbook, as amended from time to time;

"EBS Building Society" EBS Limited (formerly EBS Building Society), a company incorporated under the laws of Ireland (registered number 500748) and a wholly-owned subsidiary of Allied Irish Bank;

"Effective Date'' the date of the Investment Manager Agreement;

"EPRA" European Public Real Estate Association;

135

"EPRA NAV"

"ERISA"

"EU"

"Euroclear UK"

"ESRI"

"EU!IMF Programme"

"EU Prospectus Regulations"

"FCA"

"FCA Handbook"

"Finance Act"

"Financing Costs"

"FS.l\1A"

"GE Capital"

"GP Holdings"

"Good Estate Management Criteria"

"Green Property"

"Green Property Investment Fund 1 pte"

the Net Asset Value adjusted to include properties and other investment interests at fair value and to exclude certain items not expected to crystalise in a long-term investment property business model in accordance with guidelines issued by EPRA (August 2011 version only, unless otherwise agreed between the Company and the Investment Manager);

the US Employee Retirement Income Security Act of 1974;

the European Union;

Euroclear UK & Ireland Limited (formerly named CRESTCo Limited), the operator of CREST;

the Economic and Social Research Institute, a company limited by guarantee and registered in Ireland under registration number 18269;

Programme of Financial Support for Ireland as announced by the EU and IMF on I December 2010;

Commission Regulation (EC) No. 809/2004;

the Financial Conduct Authority of the United Kingdom;

a publication by the FCA that sets out the rules and guidance made by the FCA under the FSMA, as amended from time to time;

the Finance Act 2013;

means costs, being costs of debt finance or finance leases for the purposes of the Property Rental Business, which are taken into account in arriving at Aggregate Profits, including amounts in respect of (a) interest, discounts, premiums, or net swap or hedging costs, and (b) fees or other expenses associated with raising debt finance or arranging finance. leases;

the UK Financial Services and Markets Act 2000;

Alto Vito Limited, a company under the Jaws of the Isle of Man (registered number 005213V) with its registered address at St George's Court, Upper Church Street, Douglas, IMI lEE, Isle of Man;

Green Property Holdings Limited, a company incorporated under the laws of Ireland (registered number 367519) with its registered office at Styne House, Hatch Street Upper, Dublin 2, Ireland;

the following criteria: (a) current good market practice and the principles of good estate management; (b) in respect of any proposed lease or the assignment of any lease, what a reasonable and prudent institutional investor would determine to be in its interests, taking into account sound investment practice criteria, including but not limited to tenant mix, prevailing market conditions, the nature, size, type and location of the Company's properties, the financial standing of the proposed tenant (or the proposed assignee) and any proposed surety and the obligations of the tenant under the proposed lease; and (c) the best commercial interests of the Company;

the business carried on by Green Property Investment Fund 1 pic and/or Green Property Ventures;

Green Property Investment Fund I pic, a company incorporated under the laws of Ireland (registered number 314656) with its

136

"Green Property REIT Ventures"

''Green Property Ventures''

"Group REIT"

"HMRC"

"Holder of Excessive Rights"

"JASB"

"IFRS"

"Investec"

"Jnvestcc Engagement Agreement"

"Investment Equity"'

"Investment Manager"

"Investment Manager Affiliate"

registered office at Styne House, Hatch Street Upper, Dublin 2, Ireland;

Green Property REIT Ventures Limited, a company incorporated under the laws of Ireland (registered under the number 529377), with its registered office at Stync House, Hatch Street Upper, Dublin 2, Ireland;

the business known as Green Property Ventures and currently carried on by Green Property Ventures Limited, a company incorporated under the laws of Ireland (registered number 367520), Green Property Ventures (2) Limited, a company incorporated under the laws of Ireland (registered number 486492), Green Property Ventures (3) Limited, a company incorporated under the laws of Ireland (registered number 502882), Green Property Ventures (4) Limited, a company incorporated under the laws of Ireland (registered number 510336), Green Property Ventures (5) Limited, a company incorporated under the laws of Ireland (registered number 529105) and Green Property Ventures (6) Limited, a company incorporated under the laws of Ireland (registered number 431034), each with their registered office at Styne House, Hatch Street Upper, Dublin 2, Ireland;

means the principal company and its subsidiaries who have elected to become REITs;

HM Revenue and Customs of the United Kingdom;

has the meaning given to that term in section 705K of the Taxes Consolidation Act !997;

International Accounting Standards Board;

International Financial Reporting Standards;

lnvestec Capital & Investments (Ireland) Limited, a company incorporated under the laws of Ireland (registered under the number 223158) with its registered office at The Harcourt Building, Harcourt Street, Dublin 2, Ireland;

the engagement agreement between the Company and Investec dated July 2013, a summary of which is set out in paragraph 11.3 of Part XV (Additionallnfonnation );

the aggregate of all monies raised by the Company by the issue of Ordinary Shares pursuant to the Issue, together with the subscription monies paid for shares in the capital of the Company issued upon the incorporation of the Company;

Green Property REIT Ventures;

with respect to the Investment Manager, means (i) any other body corporate or entity that is Controlled by any one or more persons who individually, or collectively with one or more of each other, Control the Investment Manager (ii) any company which is, from time to time (a) a subsidiary or a subsidiary undertaking (whether direct or indirect) of the Investment Manager; (b) the holding company or parent undertaking (whether direct or indirect) of the Investment Manager; or (c) another subsidiary or subsidiary undertaking of the holding company or parent undertaking of the Investment Manager;

137

''Investment Manager Agreement''

"IPD"

''Ireland''

"Irish Code"

"Irish Companies Acts"

"Irish Nationwide Building Society"

"Irish REIT"

"Irish REIT Regime"

"Irish Revenue"

"Irish Sponsor"

"Irish Stock Exchange"

''Irish Takeover Panel"

"Irish Takeover Rules"

"ISIN"

"Issue"

"Issue Price"

"J.P. Morgan Cazenove"

"Joint Bookrunners"

"Joint UK Sponsors"

"Listing Rules"

"Lioyds Banking Group"

"Local Property Tax"

"Lock-In Deed"

"Lock-Up Termination Event"

the investment manager agreement between the Company and the Investment Manager dated 12 July 2013, a summary of which is set out in paragraph 11.1 of Part XV (Additional Information);

Investment Property Database Limited;

the island of Ireland excluding Northern Ireland, and the word "Irish" shall be construed accordingly;

the Irish Corporate Governance Annex to the UK Code issued by the Irish Stock Exchange;

the Companies Acts, 1963 to 2012 (as amended) of Ireland;

Irish Nationwide Building Society now part of Irish Bank Resolution Corporation Limited (in Special Liquidation;

a REIT or the Principal Company in a Group REIT;

Part 25A TCA 1997 (as inserted by section 41 of the Finance Act 2013);

the Revenue Commissioners of Ireland;

Davy;

the Irish Stock Exchange Limited;

the Irish Takeover Panel, established under the Irish Takeover Panel Act 1997;

the Irish Takeover Panel Act 1997, Takeover Rules 2007, as amended;

International Security Identification Number;

the issue of Ordinary Shares pursuant to the Placing, the subscription for Ordinary Shares by LVS II pursuant to the LVS II Subscription Agreement and the subscription for Ordinary Shares by members of the Management Team through GP Holdings pursuant to the Subscription Agreement;

€1.00 per Ordinary Share (save in respect of issue of Ordinary Shares to GP Holdings pursuant to the Subscription Agreement which shall be at an issue price of €1.0375 per Ordinary Share);

J.P. Morgan Securities pic;

Davy and J.P. Morgan Cazenove;

Davy and J.P. Morgan Cazenove;

listing rules of the Irish Stock Exchange and/or where appropriate the listing rules made by the UK Listing Authority under section 73A of the FSMA;

Lloyds Banking Group pic, a company registered in Scotland (registered number SC095000) and whose registered office is at The Mound, Edinburgh EH I 1 YZ, Scotland;

a tax in respect of the chargeable value of a relevant residential property pursuant to the Finance (Local Property Tax) Act 2012;

the lock in deed entered into between GP Holdings, the Investment Manager, Mr. Stephen Vernon, Mr. Pat Gunne, J.P. Morgan Cazenove and Davy;

(i) a disposal of Performance Fee Shares effected to fund the payment or discharge by the Investment Manager of any liability to tax arising in connection with its receipt or acquisition of such

138

"London Stock Exchange"

"LVS II"

"LVS II Subscription Agreement"

"LVS Group"

"LVS Group Entity"

"Management Team"

"Management Team Statements"

Performance Fee Shares and/or other Performance Fee Shares issued to the Investment Manager as part of the discharge of the same Performance Fee; (ii) where an event occurs that results in, or the Investment Manager becomes aware of the proposed occurrence of an event that would result in, the Investment Manager becoming a Holder of Excessive Rights (excluding, for the avoidance of doubt, an event which comprises a purchase by the Investment Manager of Ordinary Shares on the market), to the disposal at any time during a lock-up period (to the extent permitted by Jaw) of such number of Performance Fee Shares as are required to be disposed of by the Investment Manager so as to ensure that the Investment Manager ceases to be, or does not become, a Holder of Excessive Rights (iii) a disposal of Performance Fee Shares pursuant to a takeover or sale of the Company that is recommended by the Directors or where the Investment Manager is required by Jaw to dispose of such Performance Fee Shares; or (iv) the termination of the Investment Manager Agreement in certain prescribed circumstances more particularly described therein;

London Stock Exchange pic, a company incorporated and registered in England and Wales (registered number 02075721) and whose registered office is at I 0 Paternoster Square, London EC4M 7LS, United Kingdom;

LVS II Lux VI S.a.r.J., a private limited company governed by the Jaws of Luxembourg, registered with the Luxembourg trade register under number B-176932, having its registered office at 60 Grand Rue, L-1660 Luxembourg;

the agreement dated 11 July 2013 between LVS II and the Company, further details of which are set out in paragraph 11.6 of Part VII (Infmmation on the Company);

collectively the entities comprising (i) LVS II. provided that and for so long as it remains managed or controlled, directly or indirectly, by the same ultimate corporate entity as that which manages or controls it, directly or indirectly, on the date of the LVS II Subscription Agreement; (ii) any affiliate, holding company or subsidiary company (including the funds which the respective holding companies or subsidiary companies manage or control) of LVS II, provided that and for so long as any such entity remains managed or controlled, directly or indirectly, by the same ultimate corporate entity as that which manages or controls the Subscriber, directly or indirectly, on the date of the LVS II Subscription Agreement; and (iii) any entity to whom LVS II transfers Ordinary Shares, provided that and for so long as such transferee entity is an affiliate, holding company or subsidiary company (including the funds which the respective holding companies or subsidiary companies manage or control) of either of the entities described at (i) and (ii) above, from time to time;

an entity in the LVS Group;

Mr. Stephen Vernon, Mr. Pat Gunne, Mr. Mark Munro, Mr. Paul Culhane and Mr. Jim McKenna, who will manage the Company through the Investment Manager;

the statements contained on pages 3, 4, 45, 46. 47. 48, 49, 50, 51, 53, 57, 58, and 96 of this Prospectus which begin with, or contain, the words "The Management Team believe'', 11 ThC

139

"Market Abuse (Buyback and Stabilisation) Regulation"

"Market Abuse Directive"

"Market Abuse Rules"

"Memorandum of Association"

"Minimum EPRA NAV'

"Model Code"

"Net Asset Value" or "NAY"

"Net Proceeds"

"New Ordinary Shares"

"Nominations-Committee"

"NonaExecutive Director"

"Official List(s)"

"Ordinary Shares"

"Panel"

''Performance Fee''

"Performance Fee Due Date"

"Perfonnance Fee Shares"

Management Team anticipate", "The Management Team expect", "The Management Team's belief" "The Management Team intends", "belief of the Management Team" or "The intention of the Management Team";

Commission Regulation (EC) No. 2273/2003;

European Parliament and Council Directive 2003/6/EC;

the rules issued by the Central Bank under section 34 of the Investment Funds, Companies and Miscellaneous Provisions Acts 2005;

the memorandum of association of the Company, as amended from time to time;

at any date, the gross proceeds of the Issue plus further cash and non-cash issues of Ordinary Shares (but, for the avoidance of doubt, excluding any Performance Fee Shares issued from time to time) at such time;

the Model Code on Directors' dealings in securities set out in the Listing Rules;

the measure shown in a company's balance sheet of all assets less all liabilities, and is equal to the equity attributable to shareholders in any company or group.

The net asset value of the Company will be measured consistently with !FRS as adopted in the EU, and in particular will include the Company's property assets at their most recent independently assessed market values and also the Company's debt and hedging instruments at their most recent independent valuations;

the aggregate value of all of the Ordinary Shares issued pursuant to the Issue less expenses relating to the Issue;

Ordinary Shares issued pursuant to the Placing, the LVS II Subscription Agreement and the Subscription Agreement;

the nominations committee of the Company as described in paragraph 8.3 of Part IX (Directors and Corporate Governance) of this Prospectus;

a non-executive Director;

the official list maintained by the Irish Stock Exchange and/or the official list of the UKLA, as the context may require;

the ordinary shares of €0.10 each in the capital of the Company;

the panel established by Section 3 of the Irish Takeover Panel Act 1997 ;

the performance fee payable by the Company to the Investment Manager pursuant to the Investment Manager Agreement;

the date on which the Performance Fee becomes due and payable;

Ordinary Shares acquired or, as the case may be, to be acquired, by the Investment Manager in consideration for the Performance Fee;

140

''Placing''

"Placing and LVS II Subscription Proceeds''

"Placing and Sponsor Agreement"

"Placing Shares"

"Plan Asset Regulations"

"PRA"

"Principal Company"

''Procedures Memorandum''

"Property Income"

"Property Income Distribution" or "PID"

"Property Net Gains"

"Property Net Losses"

"Property Profits"

the conditional placing of the Placing Shares by Davy and J.P. Morgan Cazenove, at the Issue Price pursuant to the Placing and Sponsor Agreement;

the aggregate of the gross proceeds from the Placing and the gross proceeds from the subscription of Ordinary Shares by LVS II pursuant to the LVS II Subscription Agreement;

the placing and sponsor agreement between the Company, the Directors, the Investment Manager, GP Holdings and the Joint Bookrunners dated 12 July 2013, a summary of which is set out in paragraph 11.2 of Part XV (Additional Infomwtion );

the Ordinary Shares to be allotted and issued by the Company pursuant to the Placing;

US Department of Labor regulation 29 C.F.R. Section 2510.3-101 (as modified by Section 3(42) of ERISA);

Prudential Regulation Authority of the United Kingdom;

means the company within a group that gives a notice to the Irish Revenue under the REIT regime;

the financial reporting procedures memorandum of the Company in terms agreed between the Company and Investment Manager setting out internal control and authority policies relating to the powers of the Investment Manager in respect of the affairs of the Company, as amended from time to time by agreement between the Company and the Investment Manager;

in relation to a company or group, means the Property Profits of the company or group, as the case may be, calculated using accounting principles. as: (a) reduced by the Property Net Gains of the company or group, as the case may be, where Property Net Gains arise, or (b) increased by the property Net Losses of the company or_group, as the case may be, where property net losses arise;

a dividend paid by a REIT or the principal company of a Group REIT, as the case may be, from its Property Income;

in relation to a company or group, means the amount by which the sum of the gains recognised in arriving at the aggregate profits of the company or group, as the case may be, being gains which arise on the revaluation or disposal of investment property or other non-current assets which arc assets of the Property Rental Business, exceeds the sum of the losses so recognised, being losses which arise on such revaluation or disposal;

in relation to a company or group, means the amount by which the sum of the losses recognised in arriving at the aggregate profits of the company or group, as the case may be, being losses which arise on the revaluation or disposal of investment property or other non-current assets which arc assets of the Property Rental Business, exceeds the sum of the gains so recognised, being gains which arise on such revaluation or disposal;

in relation to a company or group, means an amount which is the lesser of: (a) the amount which would be the Aggregate Profits of the company or group, as the case may be, if the Residual Business, if any, of the company or group, as the case

141

"Property Rental Business"

''Prospectus''

''Prospectus Directive"

"Prospectus Regulations"

"Prospectus Rules"

"qualified institutional buyer" or "QIB"

"qualified purchaser" or "QP"

''Quarter''

"RICS Red Book"

''Registrar"

"Registrar Agreement"

"Regulation S"

"Regulatory Information Service" or "RIS"

"REIT"

"REIT r:rv ratio"

''REIT provisions''

may be, were disregarded, and (b) the Aggregate Profits of that company or group, as the case may be;

a business which is carried on by a REIT or a Group REIT, as the case may be, for the sole purpose of generating rental income from properties and/or land in Ireland or outside Ireland, and, for the purpose of this definition, such business of a group are to be treated as a single business;

this document issued by the Company in relation to Admission of the Ordinary Shares to trading on the regulated markets of the Irish Stock Exchange and the London Stock Exchange and approved under the Prospectus Directive;

European Parliament and Council Directive 2003/71/EC of 4 November 2003 (and amendments thereto, including Directive 20IOm!EU);

the Prospectus (Directive 2003/71 EC) Regulations 2005 of Ireland;

rules issued by the Central Bank from time to time under section 51 of the Investment Funds, Companies and Miscellaneous Provisions Act, 2005;

a qualified institutional buyer within the meaning of Rule 144A under the US Securities Act;

a qualified purchaser within the meaning of section 2(a)(51) of the US Investment Company Act and the related rules thereunder;

each. three month period ending on 31 March, 30 June, 30 September or 31 December;

the Appraisal and Valuation Manual (or if it has been replaced, its equivalent) published by the Royal Institution of Chartered Surveyors;

Computershare or such other registrar as the Company may appoint from time to time;

the registrar agreement dated 12 July 2013 between the Company and the Registrar, a summary of which is set out in paragraph 11.8 of Part XV (Additional lnfomwtion );

Regulation S under the US Securities Act;

one of the regulatory information services authorised by the Irish Stock Exchange and/or the FCA to receive, process and disseminate regulated information from listed companies;

a real estate investment trust, as defined in section 705A TCA (as inserted by section 41 (c) of the Finance Act);

the ratio of the aggregate of any debt incurred by a REIT or Group REIT in respect of any monies borrowed by, or advanced to, the REIT or Group REIT, to the aggregate market value of the assets of the business or businesses (including the Property Rental Business and Residual Business) of the REIT or Group REIT, as the case may be.

provisions in the Articles to enable the Company to demonstrate to the Irish Revenue that it has taken reasonable steps to avoid paying a Property Income Distribution to a Substantial Shareholder;

142

''Relevant Determination Date~'

"Relevant Opportunity"

"Relevant Registered Shareholder"'

"Remuneration Committee"

"Renewal Period"

"Reporting Accountants''

"Residual Business"

"RIAIF"

"RSA"

"Rule 144A"

"Shareholder"

"Similar Law''

"Stock Exchanges"

"Specified Person"

"subsidiary"

''subsidiary undertaking''

"Substantial Acquisition Rules'

"Substantial Shareholder"

"Substantial Shareholding"

''Subscription Agreement''

the day on which the Average Closing Price for any particular period is determined pursuant to the Investment Manager Agreement;

a property investment opportunity in Ireland, the acquisition of which would be within the parameters of the investment strategy of the Company as set out in this Prospectus (as such investment strategy may be amended from time to time);

a shareholder of the Company who holds all or some of the shares in the Company that comprise a Substantial Shareholding (whether or not such member is a Substantial Shareholder);

the remuneration committee of the Company as described in paragraph 8.3 of Part IX (Directors and Corporate Governance) of this Prospectus;

means any three-year renewal period agreed by the Company and the Investment Manager in respect of the Investment Manager Agreement following the expiry of its initial five year term;

KPMG, I Stokes Place, St. Stephen's Green, Dublin 2;

in relation to a REIT or a Group REIT, means any business carried on by the RElT or Group REIT, as the case may be, which is not Property Rental Business;

Retail Investor AIF;

The New Hampshire Revised Statutes Annotated, 1955;

Rule 144A under the US Securities Act;

a holder of Ordinary Shares in the Company;

any federal, state, local or non-US law that is similar to the prohibited transaction provisions of section 406 of ERISA and/or section 4975 of the Code;

the Irish Stock Exchange and the London Stock Exchange;

means, in relation to either of Mr. Stephen Vernon or Mr. Pat Gunne, his spouse, lineal descendants and any trust the beneficiaries of which arc him, his spouse and/or lineal descendants;

shall be construed in accordance with the Irish Companies Acts;

shall have the meaning given by the European Communities (Companies: Group Accounts) Regulations 1992;

the Substantial Acquisition Rules 2007, issued by the Panel pursuant to the Takeover Panel Act 1997;

a person that is beneficially entitled, directly or indirectly, to at least 10% of a Property Income Distribution or is beneficially entitled to or controls, directly or indirectly, at least 10% of the share capital or voting rights in the Company;

the shares in the Company in relation to which or by virtue of which (in whole or in part) a person is a Substantial Shareholder;

the subscription agreement between the Company and GP Holdings, a summary of which is set out in paragraph 11.4 of Part XV (Additional Infonnation );

143

"Summary''

"TCA"

"The Foothill Partnership"

''Transparency Regulations''

'"fransparency Rules''

"UK Bribery Act"

"UK Code"

"UK Listing Authority" or "UKLA"

"uncertificated" or in "uncertificated form"

"Uncertificated Securities Regulations"

"United Kingdom'' or "UKn

"United States" or "US"

"US Exchange Act"

"US Investment Company Act"

"US Person"

"US Securities Act"

"Valuation Point"

"VAT"

the summary of this Prospectus set out m Part I of this Prospectus;

Taxes Consolidation Act 1997 as amended;

a partnership between, inter alia, Mr. Mark Munro, Mr. Stephen Vernon and Mr. Jim McKenna formed in and relating to property at Foothill Road, Clondalkin, Dublin 22;

the 1tansparency (Directive 2004/1 09/EC) Regulations 2007 (SI No. 277 of 2007);

the transparency rules issued by the Central Bank under section 22 of the Investment Funds, Companies and Miscellaneous Provisions Act, 2006 as amended from time to time;

the United Kingdom Bribery Act 2010 as amended from time to time;

the UK Corporate Governance Code 2012 issued by the UK Financial Reporting Council, as amended from time to time;

the FCA acting in its capacity as the competent authority for the purposes of Part VI of the FSMA;

the Ordinary Shares recorded on the register of members of the Company as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of an instruction issued in accordance with the rules of CREST;

the Uncertificated Securities Regulations 2001 (SI 2001/3755);

the United Kingdom of Great Britain and Northern Ireland;

the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

the US Securities Exchange Act of 1934;

the US Investment Company Act of 1940;

a US person within the meaning of Regulation S;

the US Securities Act of 1933;

as the context requires, in each Accounting Period, 31 December (the financial half-year of the of the Company), 30 June (the financial year-end of the Company), the date of termination of the Investment Manager Agreement and/or any other date as at which the Directors requests a valuation under the Investment Manager Agreement; and

value added tax.

For the purpose of this Prospectus, references to one gender include the other gender.

Any references to any provision of any legislation or regulation shall include any amendment, modification, re-enactment or extension thereof for the time being and unless the context otherwise requires or specifics, shall be deemed to be legislation or regulations of Ireland.

144

PART XVIII: GLOSSARY OF TECHNICAL TERMS

The following explanations are not intended as technical definitions, but rather are intended to assist the reader in understanding terms used in this Prospectus.

"economic cycle" the upward and downward movements of levels of gross domestic product and refers to the period of expansions and contractions in the level of economic activities around a long-term trend;

"equivalent yield" the internal rate of return from an investment property reflecting reversions to current market rent and such items as voids and non-recoverable expenditure but ignoring future changes in capital value;

"GDP" or "Gross Domestic Product" the market value of all officially recognised final goods and services produced within a country in a given period of time;

"gearing" calculated as the borrowings secured on an individual asset as a percentage of the market value of that asset, or the aggregate borrowings of a company as a percentage of the market value of the total assets of the company (also referred to as loan to value or LTV ratio). In an investment strategy context, gearing refers to the use of various financial instruments or borrowed capital to increase the potential return of an investment;

"GNP" or "Gross National Profit" is the sum of GDP and Net factor income from the rest of the world ("NFI"). NFI is the difference between investment income and labour income earned abroad by Irish resident persons and companies (inflows) and similar incomes earned in Ireland by non-residents (outflows);

"good secondary assets" a real estate asset that would be considered secondary to· a prime asset due to, amongst other things, its location or quality of construction. An example of a good secondary real estate asset would be a retail unit close to but not location on a high street;

"industrial and logistics" an industrial type real estate asset which may, for example, be used for manufacturing and distribution operations;

"m2" square meters;

"mixed use" a building or complex of buildings that blends a combination of residential, commercial, cultural, institutional, or industrial uses, where those functions are physically and functionally integrated;

"multi-family" a classification of housing where multiple separate housing units for residential inhabitants are contained within one building or several buildings within one complex;

"occupier market" the office, industrial and retail market;

"prime assets" a highly regarded real estate asset due to, amongst other things, its location or quality of construction. An example of prime real estate asset would be a modern office building in the central business district of a major city;

"Total Shareholder Return" the internal rate of return of all cash flows to an investor during the holding period of an investment (including capital gain and dividends and other distributions);

"syndicated real estate investments" real estate investments held by a group of investors who jointly invest in one or more real estate assets normally arranged by a financial institution; and

"yield" a measure of return on an asset calculated as the income arising on an asset expressed as a percentage of the total cost of the asset, including costs.

145

To:

Green REIT pic Styne House Hatch Street Upper Dublin 2 Ireland

J & E Davy Davy House 49 Dawson Street Dublin 2 Ireland

J.P. Morgan Securities plc 25 Bank Street Canary Wharf London E14 5JP United Kingdom

ANNEX A: US INVESTOR'S LETTER

(Davy and J.P. Morgan Cazenove, together, the "Joint Bookrunners")

Ladies and Gentlemen:

This letter (a "US Investor's Letter'') relates to the proposed acqmstllon of Ordinary Shares (the "Securities") of Green REIT pic (the "Company"). This letter is delivered on behalf of the person acquiring beneficial ownership of the Securities by the investor named below (the "Investor") and/or the accounts listed on the attachment hereto. Unless otherwise stated, or the context otherwise requires, capitalised terms in this letter shall have the same meaning as is given to them in the pathfinder prospectus relating to the offering of the Securities described therein published by the Company on 5 July 2013 (the "Pathfinder Prospectus") and the pricing information dated 12 July 2013 published in electronic form and made available via NetRoadshow (the "PricingJnformation" and together with the Pathfinder Prospectus the "Disclosure Package").

The Investor agrees, acknowledges, represents and warrants, on its own behalf or on behalf of each account for which it is acting, that:

1. the Investor has received a copy of the Pathfinder Prospectus and has accessed the Pricing Information and understands and agrees that each of the Pathfinder Prospectus and the Pricing Information speak only as of their respective dates and that the information contained therein may not be correct or complete as of any time subsequent to that date;

2. the Investor is a qualified institutional buyer ("Qualified Institutional Buyer") as defined in Rule 144A ("Rule 144A") under the US Securities Act of 1933, as amended (the "US Securities Act"), and a qualified purchaser ("Qualified Purchaser") as defined in section 2(a)(51) of the US Investment Company Act of 1940, as amended (the "US Investment Company Act"), and the related rules thereunder;

3. the Investor was not formed for the purpose of investing in the Company;

4. the Investor is not purchasing or otherwise acquiring the Securities with a view to, or for offer or sale in connection with, any distribution thereof (within the meaning of the US Securities Act) that would be in violation of the securities laws of the United States or any state thereof;

5. the party signing this US Investor's Letter is acquiring the Securities for its own account or for the account of one or more Investors (each of which is both a Qualified Institutional Buyer and a Qualified Purchaser) on whose behalf the party signing this US Investor's Letter is authorised to make, and does make, the acknowledgments, representations and warranties, and enter into the agreements, contained in this US Investor's Letter;

6. the Securities arc being offered in a transaction not involving any public offering within the United States within the meaning of the US Securities Act and the Securities have not been and will not be

146

registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States;

7. the Investor is aware, and any person on whose behalf the Investor is acquiring Securities has been advised, that the sale of Securities to it is being made in reliance on Rule 144A or another exemption from the registration requirements of the US Securities Act;

8. the Securities (whether in physical, certificated form or in uncertificated form held in CREST) are "restricted securities" within the meaning of Rule 144(a)(3) under the US Securities Act and no representation is made as to the availability of the exemption provided by Rule 144 for resales of the Securities;

9. if in the future the Investor decides to offer, resell, pledge or otherwise transfer any Securities, it will offer, resell, transfer, assign, pledge or otherwise dispose of the Securities only (i) outside the United States in an offshore transaction complying with the provisions of Regulation S under the US Securities Act ("Regulation S") to a person outside the United States and not known by the transferor to be a US Person, by prearrangement or otherwise and under circumstances that will not require the Company to register under the US Investment Company Act, in each case in accordance with all applicable securities laws, upon surrender of the Securities and delivery to the Company of an Offshore Transaction Letter in the form of the Appendix hereto (or in a form otherwise acceptable to the Company); or (ii) to the Company or a subsidiary thereof;

10. the Securities may not be deposited into any unrestricted depositary receipt facility in respect of the Company's securities, established or maintained by a depositary bank;

II. the Investor is knowledgeable, sophisticated and experienced in business and financial matters and it fully understands the limitations on ownership and transfer and the restrictions on sales of the Securities;

12. the Investor is able to bear the economic risk of its investment in the Securities and is currently able to afford the complete loss of such investment and the Investor is aware that there are substantial risks incidental to the purchase of the Securities, including those summarised under "Risk Factors" in the Disclosure Package;

13. The Investor has made its own assessment and has satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to its investment in the Securities.

13. the Company has not been and wi!l not be registered as an investment company under the US Investment Company Act. As such the Investor will not be afforded the protections provided to investors in registered investment companies under the US Investment Company Act;

14. the Investor is not, and is not acting on behalf of (i) (a) an employee benefit plan (as defined in Section 3(3) of the US Employee Retirement Income Security Act of 1974, as amended ("ERISA")) subject to Title I of ERISA, (b) a plan described in section 4975(c)(l) of the US Internal Revenue Code of 1986, as amended (the "Code") to which section 4975 of the Code applies or (c) any other entity whose underlying assets could be deemed to include plan assets by reason of an employee benefit plan's or a plan's investment in the entity within the meaning of the US Department of Labor regulation 29 C.F.R. Section 2510.3-101 (as modified by section 3(42) of ERISA) (the "Plan Asset Regulations") or otherwise (a "Benefit Plan Investor") or (ii) any person (other than a Benefit Plan Investor) that has discretionary authority or control with respect to the assets of the Company or that provides investment advice for a fee (direct or indirect) with respect to such assets or an "affiliate" (within the meaning of the Plan Asset Regulations) of such a person (a "Controlling Person") unless, in the case of a Benefit Plan Investor, it acquires the Ordinary Shares on or prior to Admission with the written consent of the Company, and, in the case of a Controlling Person, it acquires the Ordinary Shares with the written consent of the Company

15. (i) if the Investor is, or is acting on behalf of, a Benefit Plan Investor, its acquisition, holding and disposition of such Ordinary Shares does not and will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and (ii) if the Investor is a governmental, church, non-US or other plan which is subject to any federal, state, local or non-US law that is similar to the prohibited transaction provisions of section 406 of ERISA and/or section 4975 of the Code ("Similar Law"), (a) it is not, and for so long as it holds such Ordinary Shares or interest therein will not be, subject to any federal, state, local, non-US or other laws or regulations that could cause the underlying assets of the Company to be treated as assets of a shareholder by virtue of the

147

Investor's interest in the Ordinary Shares and thereby subject the Company (or any persons responsible for the investment and operation of the Company's assets) to laws or regulations that are substantially similar to the prohibited transaction provisions of section 406 of ERISA or section 4975 of the Code and (b) its acquisition, holding and disposition of such Ordinary Shares will not constitute or result in a non-exempt violation of any Similar Law;

16. the Investor understands and acknowledges (a) the Company will not be required to accept for registration of transfer any Ordinary Shares in favour of any person to whom a sale or transfer, or whose direct, indirect or beneficial ownership of Ordinary Shares, would or might (i) cause the Company to be required to register as an "investment company" under the US Investment Company Act (including because the holder of the shares is not a "qualified purchaser" as defined in the US Investment Company Act) or to lose an exemption or status thereunder to which it might otherwise be entitled; (ii) cause the Company to be required to register under the US Exchange Act or any similar legislation; (iii) cause the Company not to be considered a "foreign private issuer'' as such term is defined in rule 3b-4(c) under the US Exchange Act; (iv) result in a person holding Ordinary Shares in violation of the transfer restrictions set forth in any offering memorandum published by the Company, from time to time; (v) result in any Ordinary Shares being owned, directly or indirectly, by Benefit Plan Investors (as defined below) or Controlling Persons (as defined below) other than, in the case of Benefit Plan Investors, shareholders that acquire the Ordinary Shares on or prior to Admission with the written consent of the Company, and, in the case of Controlling Persons, shareholders that acquire the Ordinary Shares with the written consent of the Company; (vi) cause the assets of the Company to be considered "plan assets" under the Plan Asset Regulations; (vii) cause the Company to be a "controlled foreign corporation" for the purposes of the Code; (viii) result in Ordinary Shares being owned by a person whose giving, or deemed giving, of the representations as to ERISA and the Code set forth in the Company's articles of association (the "Articles") is or is subsequently shown to be false or misleading; or (ix) otherwise result in the Company incurring a liability to taxation or suffering any pecuniary, fiscal, administrative or regulatory or similar disadvantage (any such person a "Non-Qualified Holder").

17. the Investor understands and acknowledges that if it comes to the notice of the Company that any Ordinary·Shares are owned directly, indirectly or beneficially by any Non-Qualified Holder, the Board may, under the Company's Articles, serve a notice upon such Non-Qualified Holder requiring such Non-Qualified Holder to transfer the Ordinary Shares to an eligible transferee within 14 days of such notice; and, if the obligation to transfer is not met, the Company may compulsorily transfer the Ordinary Shares, in a manner consistent with the restrictions set forth in the Articles;

18. the Investor became aware of the offering of the Securities by the Company and the Securities were offered to the Investor (i) solely by means of the Disclosure Package, (ii) by direct contact between the Investor and the Company or (iii) by direct contact between the Investor and one or both of the Joint Bookrunncrs. The Investor did not become aware of, nor were the Securities offered to the Investor by, any other means, including, in each case, by any form of general solicitation or general advertising, and in making the decision to purchase or otherwise acquire the Securities, the Investor relied solely on the information set forth in the Disclosure Package;

19. (i) none of the Joint Bookrunners or their affiliates have made or will make any representation or warranty as to the accuracy or completeness of the information in the Disclosure Package; (ii) the Investor has not relied upon and will not rely upon any investigation by either Joint Bookrunner, its affiliates or any person acting on its or their behalf with respect to the Company, or the Securities; and (iii) none of the Joint Bookrunners or the Company makes any representation as to the availability of an exemption from the US Securities Act for the transfer of the Securities;

20. upon a proposed transfer of the Securities, the Investor will notify any purchaser of such Securities or the executing broker, as applicable, of any transfer restrictions that arc applicable to the Securities being sold;

21. any Securities delivered to the Investor in certificated form, unless otherwise determined by the Company in accordance with applicable law, will bear a legend to the following effect:

THE SECURITY EVIDENCED HEREBY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF !933, AS AMENDED (THE "US SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE

148

REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED BY THIS LEGEND. THE HOLDER HEREOF, BY ITS ACCEPTANCE OF THIS SECURITY, REPRESENTS, ACKNOWLEDGES AND AGREES THAT IT WILL NOT REOFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (I) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATIONS UNDER THE US SECURITIES ACT (INCLUDING, FOR THE AVOIDANCE OF DOUBT, A BONA FIDE SALE ON THE IRISH STOCK EXCHANGE'S MAIN SECURITIES MARKET OR THE LONDON STOCK EXCHANGE'S MAIN MARKET FOR LISTED SECURITIES), UPON DELIVERY OF AN OFFSHORE INVESTOR LETTER AND ALL OTHER CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTS THAT THE COMPANY MAY REQUIRE, AND IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES OR (2) TO THE COMPANY OR A SUBSIDIARY THEREOF. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THIS SECURITY MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF SECURITIES ESTABLISHED OR MAINTAINED BY A DEPOSITARY BANK; AND

22. each of the Joint Bookrunners, the Company and their respective affiliates arc irrevocably authorised to produce this US Investor's Letter or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

The Investor hereby consents to the actions of each of the Joint Bookrunners, and hereby waives any and all claims, actions, liabilities, damages or demands it may have against either Joint Bookrunner in connection with any alleged conflict of interest arising from the engagement of each of the Joint Bookrunners with respect to the sale by the applicable Joint Bookrunner of the Securities to the Investor.

The Investor acknowledges that each of the Joint Bookrunncrs, the Company and their respective affiliates and others will rely on the acknowledgments, representations and warranties contained in this US Investor's Letter as a basis for exemption of the sale of the Securities under the US Securities Act, the US Investment Company Act, under the securities laws of all applicable states and for other purposes. The party signing this US Investor's Letter agrees to promptly notify the Company and the Joint Bookrunners if any of the acknowledgments, representations or warranties set forth herein arc no longer accurate.

This US Investor's Letter shall be governed by and construed in accordance with the laws of the State of New York.

Where there arc joint applicants, each must sign this US Investor's Letter. Applications from a corporation must be signed by an authorised officer or be completed otherwise in accordance with such corporation's constitution (evidence of such authority may be required).

Very truly yours

NAME OF PURCHASER:

By: Name: Title: Address: Date:

149

To:

Green REIT pic Styne House Hatch Street Upper Dublin 2 Ireland

Ladies and Gentlemen:

APPENDIX TO ANNEX A

This letter (an "Offshore Transaction Letter") relates to the sale or other transfer by us of Ordinary Shares (the "Securities") of Green REIT pic {the "Company") in an offshore transaction pursuant to RegulationS ("RegulationS") under the US Securities Act of !933, as amended {the "US Securities Act"). Terms used in this Offshore Transaction Letter arc used as defined in Regulation S, except as otherwise stated herein.

The undersigned acknowledges (or if the undersigned is acting for the account of another person, such person has confirmed that it acknowledges) that the Securities have not been and will not be registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and that the Company has not registered and will not register as an investment company under the US Investment Company Act of 1940, as amended {the "US Investment Company Act").

The undersigned hereby certifies that:

I. The offer and sale of the Securities was not and will not be made to a person in the United States or to a person known by us to be a US Person.

2. Either (a) at the time the buy order for the Securities was originated, the buyer was outside the United States or the undersigned and any person acting on the undersigned's behalf reasonably believed that the buyer was outside the United States. or (b) the transaction in the Securities was executed in, on or through the facilities of a designated offshore securities market as defined in Regulation S (including, for the avoidance of doubt, a bona fide sale on the Irish Stock Exchange's main securities market or the London Stock Exchange's main market for listed securities), and neither the undersigned nor any person acting on the undersigned's behalf knows that the transaction was pre-arranged with a buyer in the United States.

3. Neither the undersigned, nor any of the undersigned's affiliates, nor any person acting on the undersigned's or their behalf has made any directed selling efforts in the United States with respect to the Securities.

4. The proposed transfer of the Securities is not part of a plan or scheme to evade the registration requirements of the US Securities Act or the US Investment Company Act.

5. Neither the Company nor any of its agents participated in the sale of the Securities.

6. The undersigned confirms that, prior to the sale of the Securities, the undersigned notified the purchaser of such Securities or the executing broker, as applicable, of any transfer restrictions that are applicable to the Securities being sold.

This letter is governed by and shall be construed in accordance with the laws of the State of New York.

Where there are joint transferors, each must sign this Offshore Transaction Letter. An Offshore Transaction Letter of a corporation must be signed by an authorised officer or be completed otherwise in accordance with such corporation's constitution (evidence of such authority may be required).

The undersigned agrees that the Company and its agents and their respective affiliates may rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements.

Very truly yours

NAME OF TRANSFEROR:

By: Name: Title: Address: Date:

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