Conversion of Preference Shares

30 June 2014

GROUND RENTS INCOME FUND PLC

("GRIF" or the "Company")

Conversion of Preference Shares

GRIF, a listed real estate investment trust (REIT) investing in UK ground rents, announces that its 38,550,000 Convertible Preference Shares ("Preference Shares") currently in issue will be converted into Ordinary Shares at the following rate, calculated in accordance with the Company's Articles of Association, and as set out in the Company's Listing Document dated 3 May 2013 (the "Listing Document"):

0.9102 Ordinary Shares for every 1 Preference Share (the "Conversion Ratio")

On the basis of the Conversion Ratio, a holder of 1,000 Preference Shares will receive 910 Ordinary Shares in accordance with the following timetable:

Timetable

Fractions of Ordinary Shares arising on conversion of the Preference Shares will be rounded down to the nearest whole share. Any remaining Preference Shares will be redeemed by the Company for nominal consideration in accordance with the Company's Articles of Association.

The Preference Shares will be delisted on 1 July 2014 and an application has been made for 35,088,185 new Ordinary Shares to be admitted to the Official List of the Channel Islands Securities Exchange Authority Limited (CISEA) and to trading on the SETSqx platform of the London Stock Exchange from the same date.

Following conversion of the Preference Shares ("Conversion"), the total number of Ordinary Shares in issue will be 84,514,283 Ordinary Shares trading under the ticker GRIO.

The number of voting rights in the Company immediately following Conversion will be 84,514,283.

The new Ordinary Shares arising on Conversion will rank pari passu with, and will have the same rights as, the Ordinary Shares of the Company already in issue. Following Conversion the new Ordinary Shares arising will rank equally for dividends with existing Ordinary Shares.

September Dividend

As announced on 15 May 2014 the final quarter Property Income Distribution ("PID") and non PID dividend will cover the period immediately following the Preference Share calculation time of 25 May 2014 up to 30 September 2014. This dividend is expected to be declared on 20 August 2014.

Terms defined in the Listing Document shall have the same meaning in this announcement except where otherwise stated.

FOR FURTHER INFORMATION CONTACT:

END OF ANNOUNCEMENT