Publication of Circular and Notice of Requisitioned EGM

For immediate release

8 January 2024

Irish Residential Properties REIT plc

(the “Company” or “I-RES”)

Publication of Circular and Notice of Requisitioned EGM

The I-RES Board unanimously recommends Shareholders VOTE AGAINST all resolutions at the Requisitioned EGM

As announced on 18 December 2023, the Company received a requisition notice from Vision Capital Corporation (“Vision”) (which, with its affiliates, has an interest in approximately 5% of the issued share capital of the Company) seeking to requisition an extraordinary general meeting (“Requisitioned EGM”) of the Company under section 178 of the Companies Act 2014 (the "Requisition Notice").

Accordingly, the Company has today issued a circular to Shareholders (the "Circular") in response to the Requisition Notice together with a Form of Proxy and a Notice of Extraordinary General Meeting convening the Requisitioned EGM which will be held at the Clayton Hotel, Cardiff Lane, Sir John Rogerson’s Quay, Dublin 2, D02 YT21, Ireland on Friday, 16 February 2024 at 11.00 a.m. (Irish time).

The Notice of Extraordinary General Meeting sets out the resolutions to be proposed at the Requisitioned EGM (the “Vision Resolutions”) and is contained in the Circular.

The Company has also announced today that the Board has decided to commence a Strategic Review as soon as practicable in Q1 2024, following the publication of the Company’s 2023 full year financial results.

The Vision Resolutions, put forward by a c. 5% Shareholder, seek to take control of the Company by seeking five of the nine existing Board seats, and to force the total liquidity of I-RES in a defined period of time. The Board believes this seriously risks the value inherent in the assets and the platform of I-RES in forcing a risky and potentially value destructive approach that, while it might be in the interests of Vision, is not in the interests of Shareholders as a whole. Your independent, experienced Board understand the desire of certain Shareholders to achieve near term liquidity, but this must be balanced against the interests of all Shareholders and are committing to a Strategic Review which will explore all value maximising options, in order to determine the right way forward for I-RES and all its Shareholders.

THE BOARD OF I-RES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE AGAINST ALL Vision RESOLUTIONS AT THE REQUISITIONED EGM.

The Vision Resolutions seek to remove five of the nine existing Directors of I-RES and to appoint five nominees proposed by Vision (the “Vision Nominees”) as Directors to fill any vacancies arising. 

In addition, the Vision Resolutions seek the issue of a shareholder direction to the Board to appoint an adviser to assist I-RES in a strategic review process with a view to concluding a sale of I-RES or its assets or a liquidation within the next 24 months. The Vision Resolutions also seek to amend the Company’s Articles of Association to require that the Board comply with any such shareholder direction. 

The Board of I-RES believes that the existing Board, as re-elected by Shareholders in May 2023, is best placed to steward the future of the Company and has taken appropriate strategic decisions over the last number of years which have delivered value protection and enhancement for Shareholders. The Board believes that there are no grounds for the Board changes proposed by Vision.

As announced today, the Board has decided to commence a Strategic Review in Q1 2024 meaning all Shareholders will benefit from the outcome of a rigorous and objective strategic review without yielding control of the Board and the Company to any one Shareholder.

The Board unanimously believes that the Vision Resolutions are not in the best interests of the Company and Shareholders as a whole. The Board believes that Vision has proposed the Vision Resolutions principally as a means by which it can obtain control of the Board without paying Shareholders a premium or a fair price for obtaining such control.  In addition, the Board believes that approval of the Vision Resolutions would have a negative impact on the effectiveness of the Board, its independent oversight of the Group, prejudice the business and its operations as well as impeding reporting of financial results for the year ended 31 December 2023.

Under normal course governance practices the Board undergoes an orderly refresh with structured transition arrangements in place as and when required. The continued contribution of the existing and appropriately qualified Directors is required to ensure orderly stewardship of the Company, implementation of the Strategic Review and ensure the necessary degree of independence and balance of skills and experience on the Board. Supporting the Vision Resolutions would disrupt and undermine the upcoming strategic review to the detriment of all shareholders and compromise the independence and objectivity of the Board.

Extracts from the Circular are set out below. A copy of the Circular and Notice will shortly be made available to view at www.iresreit.ie. Shareholders are urged to read the Circular in full before taking any action.

THE BOARD OF I-RES BELIEVES THAT THE VISION RESOLUTIONS ARE NOT IN THE BEST INTERESTS OF SHAREHOLDERS AND RECOMMENDS THAT SHAREHOLDERS VOTE AGAINST ALL OF THE VISION RESOLUTIONS AT THE REQUISITIONED EGM FOR THE FOLLOWING REASONS:

• The Company continues to deliver on its strategy with a proven track record and there are no grounds for an immediate change of the majority of the Board proposed by Vision

The Board, together with Management, have taken the right strategic decisions over a number of years to maximise value for all Shareholders, which has placed the Company in a strong position in the current environment and for the future. Despite challenging market conditions, the Company has successfully repositioned to a fully integrated business with effective asset management and capital allocation. Over the last two years, through the addition of new properties with high sustainability ratings and the disposal of properties, individual units and non-income earning assets at or above book value and significantly above cost, the Company has strengthened its balance sheet and the quality of the portfolio.

• The Board acts responsibly, in the best interests of all Shareholders and is open and responsive to market conditions and Shareholders

Following recent discussions with Shareholders and careful consideration of the outlook for 2024, I-RES has today announced its decision to commence an I-RES-led strategic review of the Group in Q1, 2024. The review will comprise a comprehensive consideration of all strategic options available to the Company to maximise and unlock value for Shareholders including, but not limited to, new strategic initiatives, consolidation, combination, merger or other corporate action, the sale of the entire issued share capital of the Company, and selling the Company’s assets and returning capital to Shareholders (“Strategic Review”).

• Vision is seeking to take majority control of the I-RES Board and to weaken independent oversight of the Company

The Board believes that Vision, a minority shareholder with only a 5% holding in the Company (which should not carry control rights), has put forward the Vision Resolutions principally as a means by which it can obtain control of five of the nine existing Board seats without paying Shareholders a premium or a fair price for obtaining control of the Company. The Board believes the Vision Nominees are likely to lack independent perspective and may compromise the effective governance of the Board. Three of the five Vision Nominees appear to have current or historical professional affiliations to Vision and, or, Ewing Morris, a 0.7% I-RES Shareholder, closely linked to Vision through support in another activist investment campaign and which publicly declared its alignment with Vision on I-RES matters in advance of the 2023 AGM and for Vision’s latest campaign against the Company.

• Vision has no credible plan to create value

Vision has not articulated an alternative business or operational strategy for the Company beyond a liquidation or a sale. Vision’s sole objective appears to be to create a forced liquidity event to serve its own interests through a sale of I-RES or its assets or a liquidation within 24 months, irrespective of market and other conditions. The Board notes that, notwithstanding Vision’s previous public campaign in 2023 and private campaigns since 2021, demanding that the Company be put up for sale, the Company has not received any approach from any potential offeror relating to the acquisition of the Company.

• The Board believes Vision’s campaign is intended to disrupt and destabilise the Company and its operations

The proposal to remove the CEO and CFO of the Company shortly before reporting season, as well as the Chairman, Chair of the Audit Committee and Chair of the Remuneration Committee, opens up significant operational and reporting risk, is contrary to good governance, and importantly, would disrupt the orderly succession processes for the CEO and Chair which are currently being run in line with corporate governance best-practice in order to appoint the most suitable candidates to both roles.

• I-RES has a diverse and majority independent Board which has been renewed with an appropriate balance of skills and experience to steward I-RES into the future

The Board comprises a well-balanced and highly experienced team focused on serving the interests of all Shareholders and other stakeholders over the long-term. Vision is proposing to replace proven and experienced Board members without advancing any clear rationale with nominees possessing significantly less real estate, public company, and local market expertise, leaving the Company in breach of key principles of the UK Corporate Governance Code.

• The proposed Company-led Strategic Review is better than the Strategic Review being forced by Vision

The I-RES proposed Strategic Review will enable the Board to actively consider and weigh the relative advantages and disadvantages of each potential option identified by the Strategic Review to achieve maximum value for all Shareholders having regard to the macro-economic and regulatory environment. By contrast, Vision is proposing a strategic review which constrains the Company to a forced sale within two years. The Board believes this framework is typical of a distressed sale situation and unnecessarily limiting at a time when the macro-economic outlook may be changing. By rejecting the Vision Resolutions, all Shareholders will benefit from the outcome of a rigorous Strategic Review without yielding control of the Board and the Company to a 5% Shareholder, and without major disruption to the Company, its Board and Management. The current Board, to be refreshed with a new Chair and CEO in due course, has in-depth knowledge of the business and is best placed to carry out this Strategic Review, acting in the best interests of all Shareholders.  Further, unlike Vision’s limited strategic review proposal, the I-RES Strategic Review’s focus will include a sale of the business or of its assets as two of several options to be assessed rather than the only predetermined options.

ACTION TO TAKE

Your vote is important. Failing to vote is not the same as voting AGAINST these Resolutions. The outcome will be determined by voting, and shares that are not voted will be irrelevant to the outcome.

Whether or not Shareholders wish to attend the Requisitioned EGM, they are urged to VOTE AGAINST all Vision Resolutions in advance of the Requisitioned EGM by completing the Form of Proxy issued to Shareholders, in accordance with the instructions printed on the form and return it, together with any authority under which it is executed or a copy of such authority certified notarially either by post or by hand (during normal business hours) to the Company’s registrar, Computershare Investor Services (Ireland) Limited, at 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland as soon as possible and, in any event, so as to be received no later than 11:00 a.m. on Wednesday, 14 February 2024.  

Shareholders are also invited to submit their votes in respect of the Vision Resolutions to be put to Shareholders at the Requisitioned EGM through any other means described in the Circular. The process of appointing a proxy will depend on the manner in which you hold your ordinary shares in the Company. Details of how to do this are provided in the Statement of Procedures to the Notice of Extraordinary General Meeting set out in the Circular. Completion and return of a Form of Proxy will not preclude Shareholders from attending and voting at the Extraordinary General Meeting should they so wish.

END

For further information please contact:

For Investor Relations at Irish Residential Properties REIT plc:

Luke Ferriter, Investor Relations investors@iresreit.ie Tel: +353 (0) 1 563 4000

Margaret Sweeney, Chief Executive Officer Tel: +353 (0) 1 557 0974

For Media Queries:

Padraig McKeon, I-RES PR and Communications Tel: + 353 (0) 87 231 2632

Jonathan Neilan, FTI Consulting ires@fticonsulting.com Tel: +353 (0) 86 231 4135

About Irish Residential Properties REIT plc

Irish Residential Properties REIT plc (“I-RES”) is a growth oriented Real Estate Investment Trust providing quality professionally managed homes in sustainable communities in Ireland. The Group owns 3,734 apartments and houses for private rental in Dublin and Cork. I-RES aims to be the provider of choice for the Irish living sector, known for excellent service and for operating responsibly, minimising its environmental impact, and maximising its contribution to the community. The Company's shares are listed on Euronext Dublin. Further information at www.iresreit.ie.

Important notices

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction, whether pursuant to this announcement or otherwise.

The release, distribution or publication of this announcement in jurisdictions outside Ireland may be restricted by laws of the relevant jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Responsibility Statement

The directors of I-RES accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

Capitalised terms used but not defined in this announcement shall have the meanings attributed to them in the Circular.

Filings

In accordance with Euronext Dublin Listing Rule 6.1.59, a copy of the Circular together with a Notice of Extraordinary General Meeting convening the Requisitioned EGM is being submitted to Euronext Dublin and will shortly be available for inspection at Euronext Dublin OAM Filing. These documents together with the Form of Proxy will be available to view on the Company's website, www.iresreit.ie.