Picton Property Income Limited Annual Report 2022

Remuneration Report continued

Terms of reference The Committee’s terms of reference are available on the Company’s website. The principal functions of the Committee as set out in the terms of reference include the following matters: ‒ Review the ongoing appropriateness and relevance of the Directors’ Remuneration Policy; ‒ Determine the remuneration of the Chairman, Executive Directors and such members of the executive management as it is designated to consider; ‒ Review the design of all share incentive plans for approval by the Board; and ‒ Appoint and set the terms of reference for any remuneration consultants.

Annual statement Dear Shareholders Introduction

On behalf of the Board, I am pleased to introduce the Remuneration Committee report for the year ended 31 March 2022. This report comprises three sections: ‒ This annual statement; ‒ A Summary of the Directors’ Remuneration Policy; and ‒ The Annual Report on Remuneration for the year ended 31 March 2022. The Committee met five times during the year and set out below is a summary of its activity. Implementation of the Remuneration Policy in 2022/23 Our objective is to provide straightforward remuneration packages for our Executive Directors, fair and reasonable for all stakeholders, which are designed so as to attract and retain the right talent and to fairly reward delivery of strategic priorities and enhanced shareholder value. In last year’s Remuneration Report, I explained why we had not met aspects of this objective. I also set out a three- year transitional plan to address those issues whereby the Executive Directors’ remuneration packages would be adjusted to more fairly reflect their responsibilities as Directors of a listed company (an adjustment that did not take place when we transitioned to a UK REIT in 2018). That transitional plan was the subject of a prior consultation in early 2021 with larger shareholders, proxy agencies and other stakeholders and I would like to again thank all those who were willing to engage in this exercise. At the 2021 Annual General Meeting, we sought shareholder support for our transitional three-year plan. The resolution approving the new Remuneration Policy had near unanimous support (97% in favour) but the resolution approving the Remuneration Report for the year ended 31 March 2021 was passed albeit with lower overall support (72% in favour). The Committee was pleased by the high level of shareholder support for the new Policy and also that a majority of shareholders were supportive of the Remuneration Report. The Remuneration Committee gave careful consideration to executive remuneration during the early part of 2021 and sought external input including a prior consultation with larger shareholders, proxy agencies and other stakeholders prior to determining its proposals for Executive Directors under the new Remuneration Policy. The views of all our shareholders are important to us and as such we have taken feedback from shareholders whom we are were aware voted against the Remuneration Report resolution to better understand their specific concerns. The feedback that we received indicated some concerns primarily related to the proposed phased three- year transition of the Executive Directors’ remuneration packages and specifically to the proposed percentage salary increases, despite the proposed reduction in annual variable pay, which was intended to offset these increases.

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Advisers During the year, Deloitte LLP has provided independent advice in relation to market data, share valuations, share plan administration and content of the Remuneration Report. Total fees for the year were £36,150 (calculated on a time spent basis). Deloitte LLP is a founding member of the Remuneration Consultants Group and, as such, voluntarily operates under the code of conduct in relation to executive remuneration consulting in the UK. In addition, Deloitte also provided taxation services and advice to the Company during the year. The Committee has reviewed the nature of this additional advice and is satisfied that it does not compromise the independence of the advice that it has received.

Picton Property Income Limited Annual Report 2022

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