Notice of EGM

24 October 2013

ALPHA UK MULTI PROPERTY TRUST PLC

(the "Company" or together with its subsidiaries the "Group")

Notice of Extraordinary General Meeting

Change to Articles

Continuation of Investment Activities

1. Introduction

The Company announces that it has today posted a circular to Shareholders (the "Circular").

The purpose of the Circular is to give notice of the EGM which will be held on 18 November 2013 at 10.00 a.m. at IOMA House, Hope Street, Douglas, Isle of Man IM1 1AP and to give you details of the Resolution.

At the Company's last annual general meeting held on 18 June 2013, the Company obtained Shareholder approval for an extension of the Fund's investment activities for a further three year period until the close of business of the annual general meeting of the Company to be held in 2016 (the "Current Continuation Period"), in accordance with the Articles. The Group is in negotiations with finance providers regarding the refinancing of all of the Group's bank borrowings, details of which are set out in paragraph 3.1 below. As part of these discussions, it has become apparent that any terms of a refinancing would extend beyond the Current Continuation Period. Although such funding is not yet secured, in order to facilitate obtaining it, the Directors propose that the Resolution is put to the Shareholders to amend the Articles to provide for the Company's investment activities to continue, as a minimum period, until the Company's annual general meeting to be held in 2019, which would allow for funding up to a five year term. There can be no guarantee that the Company will be able to conclude a refinancing if the Resolution is passed, however, the Board believes that the Amendment will assist materially in their discussions with potential providers of finance.

The directors of the Company believe that the Resolution is in the best interests of the Company and its Shareholders as a whole and accordingly unanimously recommend Shareholders to vote in favour of the Resolution when it is proposed at the EGM, as they intend to do in respect of their aggregate holdings of 55,400 Ordinary Shares, representing approximately 0.7% of the Issued Ordinary Share Capital.

The notice convening the EGM can be found at the end of the Circular and a Form of Proxy for use in connection with the EGM accompanies the Circular.

2. Current trading and prospects

2.1. Recent investment performance

As stated in the Half Year Report, the Company's adjusted NAV per Ordinary Share was 224 pence as at 30 June 2013 which represents a decrease of 9.7% from that reported in the Annual Report as at 31 December 2012 of 248 pence. Primarily this fall resulted from the revaluation of the Portfolio. The Portfolio was valued at 30 June 2013 by DTZ Debenham Tie Leung Limited at £78.6 million.

During the half year to 30 June 2013, the Group reduced borrowings by £3.3 million. As a result of these repayments, the total secured borrowings of the Group were reduced to £56.8 million at 30 June 2013 from £60.1 million as at 31 December 2012.

The combined LTV of the Group's secured borrowings was 72.3% as at 30 June 2013.

2.2. Group strategy and prospects

The Board's current strategic priorities are to:

· secure a refinancing of the Company's existing bank and non-bank borrowings;

· strengthen the Company's balance sheet by reducing bank borrowings progressively, consistent with the investment programme in the Portfolio; and

· make further progress in preserving and improving the profile of income from the Portfolio.

On the basis of the latest financial information available to the Board, subject to the satisfactory conclusion of the refinancing negotiations described in paragraph 3 below, the Board believes that the Group's strategy shall provide a strong platform from which to rebuild Shareholder value over the medium term.

3. Existing finance arrangements

3.1. Bank borrowings

As set out in the Half Year Report, the loan facility with a current outstanding balance of £48.2 million provided by Bank of Scotland in respect of the Company's wholly owned subsidiaries, CHIP (One) Limited, CHIP (Three) Limited, CHIP (Four) Limited and CHIP (Five) Limited, was, following an extension of the term, due to expire on 31 July 2013 and has been further extended to 30 November 2013.

As announced on 17 September 2013, the loan facility with a current outstanding balance of £8.6 million provided by Nationwide in respect of the Company's wholly owned subsidiary, CHIP (Two) Limited, was, following an extension of the term, due to expire on 30 August 2013 and has been further extended to 28 February 2014.

Although the Company's cash reserves of £4.9 million as at the 30 June 2013 (the Half Year Report date) are currently insufficient to repay these loan facilities, discussions with Bank of Scotland, Nationwide and other finance providers are continuing in order to pursue extensions to, or refinancing of, these borrowings and in order to borrow an additional amount to cover the costs of such refinancing. The Board has reasonable expectations that the Company will be able to refinance the bank debt in full and believes that the Amendment will assist their negotiations with finance lenders in order to secure the refinance of the Company's existing bank borrowings. Although the Company is in negotiations with bank and mezzanine lenders, such finance is not yet secured but as the overall refinancing discussions progress, information on material developments will be provided to Shareholders as soon as it is available and, in any event, prior to 30 November 2013.

3.2. Non-bank borrowings

As announced on 1 July 2013, the Company has entered into a loan facility agreement pursuant to which ART has provided an unsecured loan to the Company of £6.43 million ("ART Loan"). The term of the ART Loan is six months to 31 December 2013, which is extendable by five years to 31 December 2018 by the consent of both the Company and ART. The Company may voluntarily prepay the ART Loan at any time by giving five days' notice. The Half Year Report contains further details regarding the ART Loan.

The Board is in discussions with ART over extending or replacing the ART Loan for a period to match the desired term of any new bank and mezzanine borrowings secured.

ART is the Company's largest Shareholder and holds 19% of the Issued Ordinary Share Capital.

4. Dividends and dividend policy

No dividend is currently proposed.

5. Effect of the proposed Amendment

Article 160 of the Articles provides that at every third annual general meeting of the Company, the Directors shall put an ordinary resolution to the annual general meeting proposing that the Company should continue its investment activities for a further three year period ("Continuation Vote"). If a Continuation Vote proposed is not passed, the Company will be required to undertake a Wind Up.

At the Company's last annual general meeting held on 18 June 2013, the Company obtained Shareholder approval for an extension of the Company's investment activities for the Current Continuation Period.

If the Resolution is passed the Articles will be amended to provide that the next Continuation Vote be put to the annual general meeting to be held in 2019, rather than 2016, which would be the requirement under the Articles as currently drafted. Thereafter, a Continuation Vote would be put to the Shareholders every three years. This would be achieved via a change to Article 160 of the Articles, the precise details of which are set out in the Resolution. If the Resolution is not passed, the Company's existing authority to continue its investment activities until the end of the Current Continuation Period will remain in effect and a Continuation Vote will be put to the Shareholders at the annual general meeting to be held in 2016, in accordance with the Articles.

Shareholders should be aware, therefore, that if they vote in favour of the Resolution, the Company will be authorised to continue its investment activities until its 2019 annual general meeting and that the Directors would not be required to put a Continuation Vote to them until that time, whether or not the Company secures financing.

6. Importance of Vote

As referred to in paragraph 5 above, if the Resolution is not passed, the Company's existing authority to continue its investment activities until the end of the Current Continuation Period will remain in effect. However, the Board believes the Company's ability to secure a suitable refinancing of its existing bank borrowings will be constrained because it is unlikely that a finance provider will agree to provide finance for longer than a three year term if a Continuation Vote is to be put to the Shareholders at the annual general meeting to be held in 2016. The Board has considered alternatives such as equity investment or shorter term debt options but these are typically on less attractive terms, less likely to be obtainable and/or do not accord with the Group's strategy to rebuild Shareholder value over the medium to long term.

Should a refinance of the Group's bank borrowings not be secured and the loan facilities provided by Bank of Scotland and Nationwide (due to mature on the dates set out in paragraph 3.1 above) expire, the Group will be exposed to the following risks:

· Nationwide and Bank of Scotland will be entitled to seek repayment of their respective facilities and to enforce any security held over the Fund's assets in the event that repayment in full is not made. In an enforcement scenario it is likely that all of the Fund's assets would be realised at a significant discount with a material adverse impact on Shareholder value. If, as a result of necessary discounting due to an accelerated sale timetable, aggregate realisations were less than the outstanding debt and associated costs, this would result in a nil return to the Shareholders.

· If Nationwide and Bank of Scotland allow their facilities to continue past the existing expiry date, whether an extension is agreed or not, the Group's liquidity and financial flexibility will be materially restricted going forward and there would still be uncertainty over long term funding, including funding provided by ART. The cost of the debt may also increase as a result of default rate interest and/or facility continuation charges payable by the Company.

7. Resolution

The Extraordinary General Meeting of the Company will be held on 18 November 2013 at 10.00 a.m. at IOMA House, Hope Street, Douglas, Isle of Man. You will find set out at the end of the Circular a notice convening the EGM. A summary and explanation of the Resolution to be proposed at the EGM is set out below.

A Form of Proxy for use at the EGM is enclosed with the Circular (see paragraph 9 below headed "Action to be Taken").

The Shareholders have the right to attend, speak and vote at the EGM (or, if they are not attending, to appoint someone else as their proxy to vote on their behalf) if they are on the Register at the Record Date. Changes to entries in the Register after the Record Date will be disregarded in determining the rights of any person to attend and/or vote at the EGM. If the EGM is adjourned, only those Shareholders on the Register 48 hours prior to the time to which the meeting is adjourned will be entitled to attend, speak and vote or to appoint a proxy.

The quorum required for the Extraordinary General Meeting is two Shareholders present in person or by proxy or (being a corporation) by a duly authorised representative and entitled to vote. On a show of hands, each holder who is present in person or by proxy or (being a corporation) by a duly authorised representative has one vote for every existing Share of which such person is the holder. On a poll, each holder who is present in person or by proxy or (being a corporation) by a duly authorised representative has one vote for each existing Share of which such person is the holder. A special resolution must be passed by a majority consisting of at least 75% of the total number of votes cast for and against the relevant special resolution.

The Resolution is being proposed as a special resolution.

Change to Article 160 of the Company's Articles

That Article 160 of the Company's Articles be deleted in its entirety and replaced with the following:

"160. Duration of the Company

The Directors shall put an ordinary resolution to the annual general meeting of the Company to approve the accounts for the year ending 31 December 2018 and, if passed, to every third subsequent annual general meeting, proposing that the Company should continue its investment activities for a further three year period. If any such resolution is not passed, the Directors shall arrange for the properties and assets of the Company and its subsidiaries to be realised in an orderly fashion in anticipation of a return of capital to investors."

8. Irrevocable undertaking from ART

As mentioned in paragraph 3.2 above, ART holds 19% of the Issued Ordinary Share Capital and is the Company's largest Shareholder. The Company has sought, and ART has given, its irrevocable undertaking to vote in favour of the Resolution.

9. Action to be taken

You will find enclosed a Form of Proxy to use at the Extraordinary General Meeting.

Whether or not you intend to be present at the Extraordinary General Meeting, you are requested to complete the relevant Form of Proxy in accordance with the instructions printed on it and return it as soon as possible and in any case so as to be received by the Company's registrars, IOMA Fund and Investment Management Limited, no later than 10.00 a.m. on 16 November 2013. The completion and return of a Form of Proxy will not prevent you attending the Extraordinary General Meeting and voting in person if you wish to do so.

10. Board recommendation

The Board believes that the Resolution is in the best interests of the Company and its Shareholders as a whole and accordingly unanimously recommends Shareholders to vote in favour of the Resolution.

If you are in any doubt about the contents of the Circular or the action you should take, you should seek your own independent financial or legal advice immediately.

Contact:

Jonathan ClagueChairman, Alpha UK Multi Property Trust Plc+44 (0) 1624 681250Tom PissarroFund Manager, Alpha Real Capital LLP +44 (0) 20 7268 0300

For more information on the Company please visit www.alphaukmultipropertytrust.com.

For more information on the Company's Investment Manager please visit www.alpharealcapital.com.