GRN.L Regulatory News (GRN)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, SWITZERLAND OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

This announcement is not an offer of securities for sale in the United States or any other jurisdiction. This announcement is an advertisement and not a prospectus (or prospectus equivalent document). Investors should not subscribe for or purchase any shares referred to in this announcement except solely on the basis of information in the prospectus published by Green REIT plc on 7 April 2014 in connection with the Capital Raise. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

Green REIT plc

Results of EGM

The Board of Directors of Green REIT plc ("Green REIT" or the "Company") are pleased to announce that all of the Resolutions proposed at the Extraordinary General Meeting held in Dublin today to approve the proposed Firm Placing and Placing and Open Offer (the "Capital Raise") of, in aggregate, 356,969,696 New Ordinary Shares and other related matters were duly passed.

Full details of the Resolutions were set out in the circular published by Green REIT and circulated on 8 April 2014 (the "Circular"). The Circular is available for inspection in electronic form on the Company's website, www.greenpropertyreit.com and has been submitted to the national storage mechanism and is available for inspection at: www.morningstar.co.uk/uk/nsm and to the Company Announcements Office, Irish Stock Exchange, 28 Anglesea Street, Dublin 2, Ireland.

Details of the proxies from Shareholders in respect of each Resolution are set out below:

Notes

a) Percentages are expressed as a proportion of the total votes cast (which does not include votes withheld).

b) A "vote withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes "for" and "against" a resolution.

c) Any proxy appointments which gave discretion to the Chairman have been included in the "For" totals.

The Capital Raise remains conditional upon the Placing and Open Offer Agreement becoming unconditional in all respects and upon Admission. Admission (and completion of the Capital Raise) is expected to occur on 2 May 2014.

This announcement should be read in conjunction with the full text of the prospectus published by Green REIT on 7 April 2014 (the "Prospectus") and the Circular. All capitalised/defined terms in this announcement and not otherwise defined shall have meaning given to them in the Prospectus. The Prospectus is available for inspection in electronic form on the Company's website www.greenpropertyreit.com.

For further information, please contact:

Important Notices:

This announcement is an advertisement and not a prospectus and investors should not purchase any Ordinary Shares referred to in this announcement except solely on the basis of information in the Prospectus published by the Company in connection with the Capital Raise.

The distribution or publication of this announcement, any related documents, and the offer, sale and/or issue of the New Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken to permit possession or distribution or publication of this announcement, other than in Ireland and the United Kingdom. Persons into whose possession this announcement (or any other offer or publicity material relating to the New Ordinary Shares) comes are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction.

This announcement does not constitute or form part of an offer to sell, or the solicitation of an offer to buy or subscribe for, New Ordinary Shares to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful and, in particular, is not for release, publication or distribution in or into the United States, Australia, Canada, Japan, Switzerland or South Africa.

The New Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or under any securities laws of any state or other jurisdiction of the United States or under the applicable securities laws of Australia, Canada, Japan, Switzerland or South Africa. The New Ordinary Shares may not be offered or sold in the United States or to, or for the account or benefit of, US persons (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable state securities laws. There will be no public offer of securities in the United States.

The distribution of the New Ordinary Shares in or from Switzerland will be exclusively made to, and directed at, qualified investors (the "Qualified Investors"), as defined in the Swiss Collective Investment Schemes Act of 23 June 2006, as amended and its implementing ordinance. Accordingly, the Company has not been and will not be registered with the Swiss Financial Market Supervisory Authority. This announcement and/or any other offering materials relating to the Ordinary Shares may be made available in Switzerland solely to Qualified Investors.

J.P. Morgan Cazenove, which is in the United Kingdom authorised by the Prudential Regulation Authority (the "PRA") and regulated by the Financial Conduct Authority (the "FCA") and the PRA, is acting exclusively for the Company and no one else in connection with Admission and the Issue and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing any advice in relation to the Capital Raise or any other matter referred to in this announcement.

Davy, which is authorised and regulated in Ireland by the Central Bank of Ireland, is acting exclusively for the Company and no one else in connection with Admission and the Issue and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing any advice in relation to the Capital Raise or any other matter referred to in this announcement.

In connection with the Issue and Admission, each of the Joint Bookrunners or any of their respective affiliates, acting as investors for their own accounts, and subject to the provisions of the Placing and Open Offer Agreement, may retain, purchase, sell or otherwise deal for their own accounts in relation to the New Ordinary Shares and/or related instruments in connection with the Capital Raise or otherwise. Accordingly, references in the Prospectus to the New Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Joint Bookrunners or any of their respective affiliates acting as investors for their own accounts. The Joint Bookrunners or any of their respective affiliates do not intend to disclose the extent of any such investments or transactions otherwise than in accordance with any legal or regulatory obligations to do so. In addition the Joint Bookrunners or their respective affiliates may enter into financing arrangements (including swaps or contracts for difference) with investors in connection with which the Joint Bookrunners (or their affiliates) may from time to time acquire, hold or dispose of Ordinary Shares.

None of the Company, the Investment Manager, J.P. Morgan Cazenove, Davy or any of their respective affiliates, their respective directors, officers or employees, or any other person accepts any responsibility or liability whatsoever for the contents of, or makes any representation or warranty, express or implied, as to the accuracy, completeness, correctness or fairness of the information or opinions contained in, this announcement or any document referred to in this announcement (or whether any information has been omitted from this announcement) or any other information relating to the Company or the Investment Manager or their respective affiliates, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Accordingly, the Company, the Investment Manager, J.P. Morgan Cazenove, Davy and any of their respective affiliates, their respective directors, officers or employees, and any other person acting on their behalf expressly disclaims any and all liability whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of this announcement, whether in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.