Notice of EGM

Investors in Global Real Estate Limited ("IGRE" or "the Company") (a closed-ended investment company incorporated with limited liability under the laws of Guernsey with registered number 44714) Notice of Extraordinary General Meeting 23 September 2014 Proposed amendment to the Company's investment objective, change of the name ofthe Company, and disapplication of pre-emption rights and authority to allotOrdinary Shares 1. Introduction Further to the Company's announcement on 8 August 2014, the Company wishes toseek Shareholders' approval in connection with the recommended proposals toamend the Company's investment objective, to change the name of the Company andto disapply pre-emption rights and grant the Directors authority to allotOrdinary Shares. The Company will as soon as practicable publish a circular (the Circular) toprovide Shareholders with details of the Resolutions and to seek Shareholders'approval for the Resolutions to be put to Shareholders at the ExtraordinaryGeneral Meeting of the Company to be held at 10.00 a.m. on 14 October 2014 atTrafalgar Court, Les Banques, St. Peter Port, Guernsey GY1 3QL. The Board considers that the Resolutions are in the best interests of theCompany and the Shareholders as a whole. Accordingly, the Board unanimouslyrecommends that all Shareholders vote in favour of the Resolutions at the EGMas they intend to do in respect of their holdings of Ordinary Shares.Shareholders are therefore urged to complete and return their Form of Proxywithout delay, regardless of whether they intend to attend the EGM. 2. Amendment to Investment Objective Following the appointment of Schroder Property Investment Management Limited(the Investment Manager) as the Company's investment manager on 2 July 2014,the Board has been reviewing the Company's investment objective (the InvestmentObjective) with the Investment Manager. As a result of that review it is nowproposed that the Investment Objective is changed from: "The Company's investment objective is to provide investors with an attractivetotal return, through investing in listed global real estate securities, whichwill be selected primarily for their potential to provide high and risingdividend income leading to long term capital appreciation" to the following: "The Company's investment objective is to provide investors with an attractivetotal return, through investing in listed global real estate securities whichthe Company's investment manager believes have strong fundamentals, offeringsustainable income and a progressive dividend potential." The Board and the Investment Manager believe than in the current, low yield,environment the existing Investment Objective, which requires that securitiesbe selected primarily for their potential to provide high and rising dividendincome, may restrict the Company to investing in companies with a higher levelof risk (due to, for example, weaker balance sheets and/or assets with zero oreven negative earnings growth). The Board is therefore proposing that theCompany change the Investment Objective to one focussed on investing in listedglobal real estate securities with strong fundamentals, offering sustainableincome and progressive dividend potential. The Board and the Investment Managerbelieve that the proposed change of the Investment Objective is likely toprovide superior total return performance over the long term. The Board unanimously recommends that Shareholders approve the proposed changein the Company's investment objective, which the Board believes is in the bestinterests of the Company and Shareholders as a whole. Following the proposed change of the Investment Objective, the Board intends totarget outperformance of the FTSE EPRA/NAREIT Developed index on a rollingthree year basis based on the NAV per Ordinary Share. The Board believes thatit is appropriate to give the Investment Manager sufficient time to deliveragainst the revised Investment Objective and to be judged by its ability togenerate outperformance over the long term. The Board has also resolved to abolish the Company's previously announceddiscount management policy with immediate effect, in order to create a stableplatform for the investment strategy to be executed and for Shareholder returnsto be maximised. Economic background Since 2010 the global listed real estate sector has seen price appreciation ofapproximately 56 per cent. The Board and the Investment Manager believe thatreal estate has been buoyed by two primary factors. Firstly, a recovering global economy. It is widely acknowledged that there is astrong correlation between gross domestic product (GDP) and rental growth.Improving economies lead to increasing demand for offices, shops, warehousesetc. This feeds through to the landlords in the form of rental growth andhigher earnings. Real estate prices have appreciated as investors have moreconfidence in the direction of the economic recovery. Secondly, the scale of quantitative easing (QE) has led to an increase in thedemand for assets that can offer investors a real return. The Bank of England,The Federal Reserve and the Bank of Japan have all taken unprecedented policyaction in the aftermath of the financial crisis. The resultant effect of QE hasbeen to drive down interest rates across the world and bond markets today areimplying that long term interest rates will remain low by historical standards.Real estate is able to offer investors both an income stream linked toinflation (with many leases indexed to CPI each year) and exposure to animproving economy. Investment Strategy The Board and the Investment Manager believe that the proposed change of theInvestment Objective will facilitate the Company investing in the securities ofglobal real estate companies that hold the best quality assets, in thestrongest markets, with the strongest balance sheets and that have alignedmanagement teams will result in the best investment outcome over the long term.These companies will typically have low levels of debt, sustainable pay-outratios, strong earnings growth potential and will be able to absorb changesthat the economic environment may deliver. The strength of these companies willenable them to deliver sustainable returns over the long term. In contrast, the Board and the Investment Manager believe that the existingInvestment Objective may restrict the Company to investing in companies morelikely to struggle to deal with changes in the economic environment, due forexample to excessive levels of debt, low dividend cover, flat or negativedividend growth, unsustainable dividends, poor management, low quality assets,and investments in secondary or tertiary markets. 3. Change to dividend policy The Board has reviewed the Company's dividend policy in light of: * the significant price appreciation in the global listed real estate sector, which has resulted in reduced dividend yields being available for purchase in the market generally; * the Company's reduced size, which has resulted in increased costs per Ordinary Share; and * the proposed change to the Investment Objective, which if approved will lead to greater focus on portfolio companies believed capable of delivering sustainable and progressive dividends. Following the strategic review by the Board and the Investment Manager it hasbeen concluded that superior performance over the long term is best pursued bythe Company focusing on Shareholders' total return, rather than targeting aspecific dividend per Ordinary Share. Accordingly, the Board has resolved thatthe Company's dividend policy be changed such that dividends will be declaredat levels which are expected over the medium term to be sustainable based onthe Company's net portfolio income and also to offer potential for dividendgrowth for Shareholders. Based on current market conditions, and assuming the proposed InvestmentObjective is amended, the Board anticipates continuing to declare dividends ona quarterly basis and estimates that the quarterly dividend will be reduced to0.375 pence per Ordinary Share (from 1.05 pence) with effect from the paymentfor the quarter to 30 September 2014. Dividends paid at an annualised ratebased on this quarterly payment would represent a dividend yield of 1.38 percent. based on the market price of 108.875 pence at the close of business on 22September 2014. While the proposed change in the Investment Objective is a significant factorin the dividend reduction, Shareholders should note that the Company's smallersize would have led to a lower dividend in any case. Further, the Directorsbelieve that the Company's new investment strategy, together with the re-baseddividend, will give the opportunity to match or exceed the total returnsattainable under the existing Investment Objective. 4. Change of name Following the appointment of Schroder Property Investment Management Limited asinvestment manager, the Board is proposing to change the name of the Companyfrom "Investors in Global Real Estate Limited" to "Schroder Global Real EstateSecurities Limited". 5. Disapplication of pre-emption rights and authority to allot Ordinary Shares The Board is seeking the approval of Shareholders to the disapplication ofpre-emption rights under the Articles in respect of the issue of up to4,829,747 Ordinary Shares, representing 9.9 per cent. of the Company's issuedshare capital as at the date of this document, together with the grant of theauthority to allot the same number of Ordinary Shares. New Ordinary Shares will only be issued for an amount equal to or greater thanthe prevailing net asset value per Ordinary Share and on a basis that anyissues would not be dilutive to the net asset value per existing OrdinaryShare. Any issues would also have the effect of reducing the ongoing chargesper Ordinary Share by spreading operating costs over a larger capital base. Although the Directors have no immediate plans to allot Ordinary Shares, andnotwithstanding that similar resolutions were not passed at the Company'sannual general meeting held in June 2014, the Board has decided to proposethese resolutions as a broadening of the Shareholder base is one of theCompany's key objectives and therefore the Board believes that it is importantthat the Company has the ability to issue new Ordinary Shares to investors inorder to satisfy demand should the Ordinary Shares trade move to trading apremium. 6. Resolutions A notice convening an EGM of the Company to be held at 10.00 a.m. on 14 October2014 is set out in the Circular. The resolutions that will be put to Shareholders at the EGM are to: * approve the change of the Company's investment objective to: "The Company's investment objective is to provide investors with an attractive total return, through investing in listed global real estate securities with strong fundamentals, offering sustainable income and a progressive dividend potential" (Resolution 1); * to grant the Board authority to allot up to 4,829,747 Ordinary Shares, representing 9.9 per cent. of the Company's existing issued share capital as at the date of this document, under Articles for a period of 5 years from the date of the passing of the resolution (Resolution 2); * approve the change of the Company's name from Investors in Global Real Estate Securities Limited to Schroder Global Real Estate Securities Limited (Resolution 3); and * to disapply the pre-emption rights under the Articles in respect of the issue of up to 4,829,747 Ordinary Shares, representing 9.9 per cent. of the Company's existing issued share capital as at the date of this document ( Resolution 4). Resolutions 1 and 2 will be proposed as ordinary resolutions, requiring theapproval of simple majority of those Shareholders present and voting in orderfor it to be passed. Resolution 3 will be proposed as special resolution andResolution 4 will be proposed as an extraordinary resolution. The latter tworesolutions both require the approval of not less than 75 per cent. of thoseShareholders present and voting in order for it to be passed. All persons holding Ordinary Shares at 10.00 a.m. on Friday 10 October 2014 or,if the EGM is adjourned, on the register of Shareholders of the Company 48hours before the time of any adjourned EGM, shall be entitled to attend, speakor vote at the EGM and shall be entitled on a poll to 1 vote per Ordinary Shareheld. In calculating such 48 hour period, no account shall be taken of any partof a day that is not a Business Day. 7. Expected timetable of events Latest time and date for receipt of 10.00 a.m. on 10 October 2014Forms of Proxy for the EGM EGM 10.00 a.m. on 14 October 2014 Results of the EGM announced 14 October 2014 All times are London times. Times and dates are subject to change. Enquiries Schroder Property Investment Management LimitedDuncan Owen / Neil Turner / Andrew Robbens / Doug AbbottTel: +44 (0)20 7658 6000 Numis Securities LimitedNathan Brown / Hugh JonathanTel: +44 (0)20 7260 1000 Northern Trust International Fund Administration Services (Guernsey) LimitedAndrew MaidenTel: +44 (0)1481 745368 Company website: www.igre.co.uk Notes Defined terms used in this announcement shall, unless the context otherwiserequires, have the same meanings set out in the Circular. A copy of theCircular will be submitted to the National Storage Mechanism and will beavailable for inspection at http://www.morningstar.co.uk/uk/nsm.