Notice of EGM

F&C COMMERCIAL PROPERTY TRUST LIMITED

24 January 2011

NOTICE OF EGM

F&C Commercial Property Trust Limited (the "Company") announces that it has today published a circular (the "Circular") convening an extraordinary general meeting to be held at 11.00 a.m. on 14 February 2011 (the "EGM"). 

At the annual general meeting of the Company held on 19 May 2010 (the "2010 AGM"), Shareholders authorised the Company to make market purchases of up to 102,012,496 Shares, being 14.99 per cent. of the issued share capital of the Company as at that date. At the time of the posting of the notice of the 2010 AGM, Resolution Limited and its subsidiaries deemed to be acting in concert with it for the purposes of the Takeover Code (the "Resolution Concert Party") held in excess of 50 per cent. of the issued share capital of the Company. Subsequently, the Resolution Concert Party sold part of its shareholding in the Company and now holds approximately 34.16 per cent. of the issued share capital of the Company. As one of the directors of the Company is also a director of Resolution, if any Shares were to be repurchased by the Company pursuant to the buy back authority granted at the 2010 AGM and members of the Resolution Concert Party did not sell a proportionate amount of their holding, then, pursuant to Rule 37 of the Takeover Code, in the absence of a waiver from the Takeover Panel, the Resolution Concert Party would be required to make a general cash offer to all the remaining Shareholders of the Company to acquire their Shares.

In order to give the Company flexibility to utilise the share buy back authority granted at the 2010 AGM without triggering a mandatory bid obligation, the Company has consulted with the Takeover Panel and the Takeover Panel has agreed to waive the requirement for the Resolution Concert Party to make a general offer to all Shareholders under Rule 9 of the Takeover Code in circumstances where, following the purchase of Shares by the Company in the market, the aggregate percentage holding of the Resolution Concert Party increases. This Takeover Panel waiver is subject to the approval by a vote of Independent Shareholders of the Company on a poll at the EGM. The resolution to be proposed at the EGM seeks this approval. The Rule 9 Waiver, if approved, will expire at the conclusion of the annual general meeting of the Company in 2011, at which time it would be the Directors' intention to seek approval for its renewal.

A copy of the Circular will be available for inspection at the National Storage Mechanism, which is located at www.hemscott.com/nsm.do. Copies of the Circular are also available from the offices of Dickson Minto W.S., Broadgate Tower, 20 Primrose Street, London, EC2A 2EW.

Terms defined in the Circular have the same meanings in this announcement unless the context requires otherwise.

24 January 2011

All enquiries

Gordon Hay SmithF&C Investment Business Limited

Tel: 0131 718 1000

Renee McIver

Company Secretary

Northern Trust International Fund Administration Services (Guernsey) LimitedTel: 01481 745 001

Douglas Armstrong

Dickson Minto W.S.

Tel: 020 7649 6823