Alpha Group International Regulatory News (ALPH)

5 April 2013

ALPHA PYRENEES TRUST LIMITED ("ALPHA PYRENEES TRUST" OR THE "TRUST")

ANNUAL REPORT AND FINANCIAL STATEMENTS

NOTICE OF AGM

Proposed amendments to Company's Articles of ASSOCIATION and Investment Principles

1. Introduction

Further to the Company's results announcement dated 15 March 2013, the directors of Alpha Pyrenees Trust (the "Board") confirm that the annual report and financial statements of the Company (the "Annual Report") for the year ended 31 December 2012 have been posted to shareholders today.

The Company also announces that it has today posted a circular to shareholders (the "Circular") including a notice of the Annual General Meeting ("AGM") of the Company, to be held at 9.00 a.m. on 26 April 2013 ("Notice of AGM").

The Circular includes proposals to amend the Company's Memorandum and Articles of Association ("Memorandum and Articles"), to make certain changes to the Company's existing investment policy and restrictions and to allow the Company to make market purchases of its own shares, and to explain why your Board considers such proposals to be in the best interests of the Company and shareholders as a whole and to recommend that you vote in favour of the resolutions set out in the Notice of AGM (the "Resolutions").

A copy of the Annual Report has been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.Hemscott.com/nsm.do.

Copies of the Annual Report and Circular can be downloaded from Alpha Pyrenees Trust's website at www.alphapyreneestrust.com.

2. Ordinary Business at the Annual General Meeting

The ordinary business of the AGM includes resolutions to adopt the directors' report and financial statements of the Company for the year ended 31 December 2012, to re-elect certain directors who are retiring by rotation or otherwise, to approve the reappointment of BDO Limited as auditors of the Company and to authorise the directors to fix such auditors' remuneration.

The directors' report and financial statements for the year ended 31 December 2012 are enclosed with the Circular.

3. Special Business at the Annual General Meeting

a. Amendment to the Company's Memorandum and Articles

Your Board is asking shareholders to approve a number of amendments to the Company's Memorandum and Articles, primarily to ensure compliance with (and to take advantage of certain Guernsey company law changes contained in) The Companies (Guernsey) Law, 2008 (as amended) (the "Law") which came into effect on 1 July 2008, and to remove the pre-emption rights currently contained in the Articles.

Your Board believes that removing the pre-emption rights would increase flexibility and assist the Company should the need arise to issue shares in the future. However, the Board will seek where possible to include a pre-emptive offering in any future issue of capital, whilst being mindful of all considerations involved.

In accordance with The Companies (Transitional Provisions) Regulations, 2008 and subsequent amendments, Guernsey companies that were in existence under the 1994 Law have been given until 31 December 2013 to ensure compliance with the Law.

The Board considers it prudent to implement changes to the Memorandum and Articles at the Annual General Meeting, which will enable the Company to ensure that it will be in compliance with the new legislation and to benefit from having a modernised constitution.

In general the Law codifies and consolidates existing good corporate governance and best practice as well as introducing new responsibilities for directors. The main changes relate to the:

(i) consolidation of existing legislation;

(ii) introduction of a modern company incorporation and registration system;

(iii) abolition of the legal doctrine of "ultra vires" in respect of a company's capacity to act;

(iv) introduction of the solvency test which replaces the capital maintenance model in relation to the declaration of dividends and distributions;

(v) enhancement of corporate governance; and

(vi) power of the directors to issue shares.

One of the changes described is the amendment of Article 34 dealing with notices to reflect the fact that the Law now has provisions enabling communication with shareholders by electronic means. It is the Company's intention to activate these new provisions and shareholders are being asked to give their consent in writing to the receipt of electronic communications from the Company. A form of consent to receipt of electronic communications from the Company accompanies the Circular and contains further information for shareholders regarding the options available to them.

An explanatory note of the principal proposed amendments to the Memorandum and Articles is set out in Part II of the Circular. Other amendments, which are of a minor, technical or clarifying nature and some minor changes which merely reflect changes made by the Law, have not been noted in Part II of the Circular. A copy of the proposed new memorandum and articles of incorporation ("New Memorandum and Articles") showing the changes from the existing Memorandum and Articles can be found on the Company's website at http://www.alphapyreneestrust.com/media/index.html . The New Memorandum and Articles are also available for inspection as described in paragraph 1 of Part III of the Circular.

b. Amendment to the Company's Investment Policy and restrictions

The Investment Policy of the Company

The investment policy of the Company is, and will continue to be, to invest in higher-yielding properties in France and Spain, focusing on commercial property in the office, industrial, logistics and retail sectors let to tenants with strong covenants (the "Investment Policy").

The 2007 Reclassification of the Company

On 13 February 2007 the Company's listing was reclassified from that of a property investment company listed under Chapter 15 of the Listing Rules to that of an overseas company listed under Chapter 14 (Standard listing) of the Listing Rules (the "Reclassification") in order to provide the Company with maximum flexibility to operate within its Investment Policy. Simultaneously with the Reclassification, the Company amended its wider investment principles and restrictions to reflect its revised classification and to align those investment principles and restrictions more closely with those introduced by legislation relating to Real Estate Investment Trusts ("REITs"). A circular explaining the background to the Reclassification was published by the Company on 15 January 2007 (the "2007 Circular").

Amendments to the Investment Principles and Restrictions of the Company

Your Board intends to amend the Company's investment principles and restrictions by removing the following restrictions which were adopted by the Company upon Reclassification:

1. that the Company's assets must include at least three properties or separately rentable units, of which none should represent more than 40 per cent. of the total value of the properties of the Company when the Company is fully invested;

2. that no property will be owner-occupied;

3. that at least 75 per cent. of the Company's total income profit must relate to property rental business;

4. that at least 75 per cent. of the Company's gross assets must relate to property rental business;

5. that the Company must not retain more than 15 per cent. of its net profits, before gains and losses on the disposal of properties and other investments; and

6. that the Board must seek shareholder approval for any transaction that would give a percentage ratio under either the gross assets and/or consideration test (as set out in Chapter 10 of the Listing Rules and calculated assuming the Company was fully invested) greater than 100 per cent.

(A summary of the provisions of Chapter 10 of the Listing Rules is set out in part 2 of the 2007 Circular available on the Company's website at http://www.alphapyreneestrust.com/media/reports-circulars/ALPHA%20PYRENEES%20FINAL.pdf.)

Your Board believes that removing the above restrictions (the "Policy Amendment") will allow the Company greater flexibility to achieve its Investment Policy in an efficient manner without the cost and delay associated with compliance with these restrictions and/or seeking shareholder approval for investment transactions. In addition, your Board does not consider that the above restrictions, many of which mirror those originally applicable to REITs when they were first introduced to the UK in 2007, are appropriate to the Company, as it is not a REIT nor is it seeking to become one.

However, shareholders should note that, if the Policy Amendment is approved and implemented, certain transactions which the Company may enter into in the future and which would previously have required shareholder approval will no longer require such shareholder approval and will instead be made at the sole discretion of the Board.

There is no requirement in the Articles to make the Policy Amendment conditional on a vote of the shareholders. However, the Board noted in the 2007 Circular that any further material amendment to the policy of the Company would be subject to shareholder approval. The Board has therefore decided to proceed with the Policy Amendment only if it is approved by the shareholders of the Company by an ordinary resolution.

Please note that there is no guarantee that the Policy Amendment will provide the returns or realise the capital sought by shareholders. There can be no guarantee that the Company will achieve its investment objectives as a result of the Policy Amendment.

c. Authority for the Company to purchase its own shares and hold shares in treasury

The Board set out in the Notice of Annual General Meeting of the Company dated 30 March 2012, its intention to renew the authority of the Company to purchase its own shares at each subsequent annual general meeting of the Company. Accordingly, the shareholders will also be asked at the AGM to pass a resolution authorising the Company to purchase in the market up to a maximum of 17,632,295 ordinary shares (equivalent to 14.99 per cent. of the issued share capital of the Company) for cancellation at a minimum price of one pence per share and a maximum price per share equal to the higher of (a) 5 per cent. above the average of the middle market quotations for an ordinary share (as derived from the London Stock Exchange Daily Official List) for the five business days immediately before the date of purchase and (b) the higher of the price of the last independent trade and the highest current independent bid at the time of purchase. The authority to purchase ordinary shares will continue until the earlier of (a) the conclusion of the annual general meeting of the Company held in 2014 and (b) 26 October 2014. The Board intends to seek a renewal of such authority at each subsequent annual general meeting.

Upon purchasing its own shares the Company may hold any such shares as treasury shares in accordance with the Law, provided that the total number of shares held as treasury shares shall not at any time exceed ten per cent of the total number of the total shares in issue (including any shares held in treasury) at that time (or such lesser maximum percentage as is prescribed pursuant to the Law). A further resolution being proposed at the AGM will, if passed, authorise the Company to hold shares purchased by the Company as treasury shares.

4. Annual General Meeting

A notice convening the AGM, which is to be held at the offices of Morgan Sharpe Administration Limited, Old Bank Chambers, La Grande Rue, St Martin's, Guernsey GY4 6RT on 26 April 2013 from 9.00 a.m., is set out at the end of the Circular. The Board's implementation of the proposals set out in the Circular is conditional upon the Resolutions being passed at the AGM.

5. Action to be taken

You will find enclosed with the Circular a form of proxy for use at the AGM. Whether or not you propose to attend the AGM in person, you are requested to complete and sign the form of proxy in accordance with the instructions printed thereon and return it to the Company's registrar, Morgan Sharpe Administration Limited, at Old Bank Chambers, La Grande Rue, St Martin's, Guernsey GY4 6RT or by fax to +44 (0)1481 233319 as soon as possible but, in any event, so as to arrive no later than 9.00 a.m. on 24 April 2013.

The completion and return of a form of proxy will not preclude you from attending the AGM and voting in person if you wish to do so.

You will also find enclosed with the Circular an electronic communications consent form. Under the New Memorandum and Articles, you can elect to be notified by email when all new notices, documents and information are being made available on the Company's website. Alternatively, if you wish you can elect to continue to receive all notices, documents and information from the Company via post. Please complete this form to elect the method by which you would prefer to receive such notices, documents and information. Please note that this election will only be effective if the Resolution relating to the amendment to the Memorandum and Articles is passed at the AGM. If you do not complete and return this form you will be deemed to no longer require notices, documents and information from the Company to be sent to you by post. Instead, these will be accessible to you on the Company's website. However, the Company will still send you paper notices by post to inform you when new notices, documents and information are added to the Company's website. You must return the form if you wish to receive electronic, rather than paper, notifications of new notices, documents and information.

6. Recommendation

Your Board considers that the proposals set out in the Circular are in the best interests of the Company and shareholders as a whole. Accordingly, the Board unanimously recommends that shareholders vote in favour of the Resolutions to be proposed at the AGM.

Contact:

Dick KingstonChairman, Alpha Pyrenees Trust 01481 231 100

Paul CableFund Manager, Alpha Real Capital LLP 020 7268 0300

For more information on the Trust please visit www.alphapyreneestrust.com.

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