Picton Property Income Limited Annual Report 2024

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Directors’ Report

Shares held in the Employee Benefit Trust

The Directors of Picton Property Income Limited present the Annual Report and audited financial statements for the year ended 31 March 2024. The Company is registered under the provisions of the Companies (Guernsey) Law, 2008. Principal activity The principal activity of the Group is commercial property investment The results for the year are set out in the Consolidated Statement of Comprehensive Income. The Company is a UK Real Estate Investment Trust (REIT) and must distribute to its shareholders at least 90% of the profits on its property rental business for each accounting period as a Property Income Distribution (PID). As set out in Note 10 to the consolidated financial statements, the Company has paid four interim dividends in the year at 0.875 pence per share, making a total dividend for the year ended 31 March 2024 of 3.5 pence per share (2023: 3.5 pence). All four interim dividends were paid as PIDs. Directors The Directors of the Company who served throughout the year are: / Lena Wilson in the United Kingdom. Results and dividends

The Directors’ interests in the shares of the Company as at 31 March 2024 are set out in the Remuneration Report. Lena Wilson, Mark Batten, Richard Jones and Michael Morris will offer themselves for re-election at the forthcoming Annual General Meeting. 2018 UK Corporate Governance Code Compliance Statement The Board confirms that for the year ended 31 March 2024 the principles of good corporate governance contained in the 2018 UK Corporate Governance Code have been consistently applied. The Company is fully compliant with the Code. Listing The Company is listed on the main market of the London Stock Exchange. Share capital The issued share capital of the Company as at 31 March 2024 was 547,605,596 (2023: 547,605,596) ordinary shares of no par value, including 1,642,440 ordinary shares which are held by the Trustee of the Company’s Employee Benefit Trust (2023: 2,388,694 ordinary shares). The Directors have authority to buy back up to 14.99% of the Company’s ordinary shares in issue, subject to the renewal of this authority from shareholders at each Annual General Meeting. Any buy-back of ordinary shares is, and will be, made subject to Guernsey law, and the making and timing of any buy-backs are at the absolute discretion of the Board. No ordinary shares were purchased under this authority during the year. At the 2023 Annual General Meeting, shareholders gave the Directors authority to issue up to 54,760,558 shares (being 10% of the Company’s issued share capital as at 1 August 2022) without having to first offer those shares to existing shareholders. No ordinary shares have been issued under this authority, which expires at this year’s Annual General Meeting and resolutions will be proposed for its renewal.

The Trustee of the Picton Property Income Limited Long-term Incentive Plan holds 1,642,440 ordinary shares in the Company in a trust to satisfy awards made under the Long-term Incentive Plan and the Deferred Bonus Plan. The Trustee has waived its right to receive dividends on the shares it holds. Statement of going concern The Directors have focused on assessing whether the going concern basis remains appropriate for the preparation of the financial statements for the year ended 31 March 2024. In making their assessment the Directors have considered the principal and emerging risks relating to the Group, its loan covenants, access to funding and liquidity position. They have also considered a number of scenarios, in particular regarding the impact of different levels of rent collection across the portfolio and over varying timescales, and the potential consequences on financial performance, asset values, capital projects and loan covenants. Leasing and investment transactions have been assumed to be curtailed throughout the assessment period. Future lease events over the assessment period have been considered on a case-by- case basis to determine the range of most likely outcomes. More details regarding the Group’s business activities, together with the factors affecting performance, investment activities and future development, are set out in the Strategic Report. Further information on the financial position of the Group, including its liquidity position, borrowing facilities and debt maturity profile, is set out in the Financial Review and in the consolidated financial statements. Under all of these scenarios the Group has sufficient cash resources to continue its operations, and remain within its loan covenants, for a period of at least 12 months from the date of these financial statements.

/ Maria Bentley / Mark Batten / Andrew Dewhirst / Richard Jones / Michael Morris

Andrew Dewhirst resigned as a Director on 31 March 2024. His successor, Saira Johnston, was appointed to the Board on 1 April 2024 and a resolution proposing her election to the Board will be put forward at the Annual General Meeting.

Picton Property Income Limited / Annual Report 2024 128