Mountview Estates : Notice of General Meeting

THIS DOCUMENT AND THE ACCOMPANYING FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the action you should take, you should consult an independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if resident elsewhere, from another appropriately authorised independent financial adviser in your own jurisdiction.

If you have sold or otherwise transferred all of your shares in the Company, please forward this document, together with the accompanying form of proxy as soon as possible to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee.

Mountview Estates P.L.C.

(registered in England and Wales with no.328020)

Notice of General Meeting

This document should be read as a whole. Your attention is drawn to the Letter which is set out in this document. The letter contains a recommendation that you vote in favour of the resolutions to be proposed at the General Meeting.

Notice of the General Meeting of the Company to be held at the offices of Norton Rose Fulbright LLP, 3 More London Riverside, London SE1 2AQ at 11.00 a.m. on 19 November 2018 is set out at the end of this document.

A Form of Proxy to be used in connection with the resolutions to be proposed at the General Meeting is enclosed.

Whether or not you intend to attend the General Meeting in person, you are requested to complete the Form of Proxy in accordance with the instructions printed on it and return it as soon as possible by post or (during normal business hours only) by hand but, in any event, so as to be received by the Company's Registrar, Link Asset Services (PXS1), 34 Beckenham Road, Kent, Beckenham, BR3 4ZF by no later than 11.00 a.m. on 15 November 2018. If you hold ordinary shares in CREST, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to the Company's Registrar, Link Asset Services, under CREST participant ID number RA10, so that it is received by no later than 11.00 a.m. on 15 November 2018.

MOUNTVIEW ESTATES P.L.C.

(registered in England and Wales with no.328020)

Directors:

Registered office:

Mr A.C.J. Solway Mr D.M. Sinclair Mrs M.M. Bray Mrs M.L. Jarvis Mr A.W. Powell Dr A.R. Williams

Mountview House

151 High Street

Southgate

London N14 6EW

22 October 2018

To: Holders of ordinary shares in Mountview Estates P.L.C. (the Company)

Dear Shareholder,

1. Introduction

As announced following the Annual General Meeting of the Company held on 8 August 2018 (the AGM), the Company was disappointed to note that the resolutions concerning the re-appointment of Mr A.C.J. Solway and the election of Mr A.W. Powell as directors of the Company did not receive the support of a majority of independent shareholders who voted, which is now a requirement of the Listing Rules of the UK Listing Authority (the Listing Rules) given the Company has a controlling shareholder. As shareholders will be aware, the Sinclair family concert party constitutes a controlling shareholder for the purposes of the Listing Rules.

As stated in the announcement of the results of the AGM, the Company is entitled (in accordance with the Listing Rules) to put further resolutions to shareholders of the Company concerning the re-appointment of Mr Solway and the election of Mr Powell at a general meeting to be held within 90 and 120 days of the AGM. At such meeting, all shareholders (including Sinclair family concert party members) would be entitled to vote on this resolution.

The Company has considered the views of independent shareholders expressed at the AGM and now intends to hold a second vote on the re-appointment of Mr Solway and the election of Mr Powell as directors of the Company. As noted above, such resolution must be approved by a majority of all shareholders who vote at the meeting (and in accordance with the Listing Rules, there is no requirement for approval by a separate majority of independent shareholders who vote at the meeting).

Mr Solway is an experienced PLC Director and Chairman and Mr Powell is a former audit partner at KPMG, and in the Board's view, both bring considerable valuable experience to the Company. Full details of their experience is set out in Appendix 1.

The general meeting at which the vote on the re-appointment of Mr Solway and the election of Mr Powell as directors of the Company will be held at 11:00 a.m. on Monday 19 November 2018 at the offices of Norton Rose Fulbright LLP,

3 More London Riverside, London SE1 2AQ (the General Meeting). Pending the vote and as notified to shareholders at the AGM, Mr Solway is deemed to have been re-appointed and Mr Powell is deemed to have been elected to the Board from the date of the AGM until the conclusion of the General Meeting. If the re-appointment of Mr Solway and the election of Mr Powell is approved by a majority of shareholders voting at the General Meeting, Mr Solway and Mr Powell will then be re-appointed and elected, respectively, to the Board until the AGM to be held in 2019, at which they will each be required to retire by rotation in accordance with changes introduced by the Financial Reporting Council's 2018 UK Corporate Governance Code which will apply to the Company from the start of its financial year on

1 April 2019. However, if either of the resolutions is not passed, the re-appointment of Mr Solway and election of Mr Powell, (as the case may be), as directors of the Company will cease on the conclusion of the General Meeting.

Amendment to the Remuneration Policy

The Company's current remuneration policy (the Remuneration Policy) was approved by the Company's shareholders at the AGM in 2017.

As more particularly described in the Remuneration Policy, remuneration of the Company's Executive Directors comprises an element of fixed, non-variable base salary, pension contribution, short term incentive and other benefits. The fixed base salary is reviewed in relation to seniority, inflation and personal performance and responsibility of the relevant director as well as benchmarking against appropriate peer group companies. The short term incentive is intended to reward the Executive Directors in light of the Group's financial performance and personal contribution to results. Accordingly, award of a short term incentive by the Company's Remuneration Committee will be set at a level which is linked to the Company's financial performance (primarily profit before tax) and other non-financial metrics and such award, as has historically been the case, will be adjusted to reflect those factors and the Company's performance year on year. Total remuneration of the Executive Directors would therefore comprise the fixed base salary (plus pension contributions and other benefits) and a short term incentive.

Against that background and following points that were raised by shareholders at the AGM, the Board have been reviewing the content of the Remuneration Policy as well as the content of the illustration that was included in the Reports and Accounts, both at the time of the adoption of the Remuneration Policy and for the financial year ending 2018 (the Illustration). While inclusion of the Illustration is a regulatory requirement, it does not form part of the Remuneration Policy and is included to demonstrate the operation of the Remuneration Policy.

While the Board considers that executive remuneration has been set by the Remuneration Committee in accordance with the Remuneration Policy, they acknowledge that there could be ambiguity in some of the current wording of the Remuneration Policy. In particular, as noted above, the intention and approach in relation to the short term incentive award is to adjust the quantum of such award to align it with, among other things, the Company's financial performance. It was not and has never been the intention of the Remuneration Policy that the short term incentive should be utilised to adjust total remuneration of the directors by reference to the Company's financial performance. As noted above, base salary is a fixed, non-variable element of executive remuneration which is set each year by the Remuneration Committee and to which the Executive Directors are contractually entitled. It is only the quantum of the short term incentive which should be affected by the Company's financial performance, as has consistently been the case, including prior to the adoption of the Remuneration Policy. Shareholders will note that, at the time of the adoption of the Remuneration Policy, the only material change in the approach to be applied by the Remuneration Committee in relation to the basis for the award of a short term incentive was, in line with best practice, to introduce a cap on the level of such award, being 250% of base salary.

Reflecting on the above, the Board considers, however, that the wording in the Remuneration Policy and the illustration could be clearer in certain respects. Accordingly, in light of the review of the Remuneration Policy and the points set out above, it is proposed that, for clarificatory purposes, the Remuneration Policy should be amended to reflect the above and adopted in the form set out in Appendix 2. Appendix 2 also includes an illustration on the application of the Remuneration Policy which the Board considers is clearer and shows more detail than previously.

As amendments to a remuneration policy following its adoption require shareholder approval, in light of the fact that the General Meeting is to be held in November 2018 in accordance with the Listing Rules, the Company has decided to take the opportunity to propose a resolution that shareholders approve the Remuneration Policy as amended and set out in Appendix 2. To assist shareholders, a version of the Remuneration Policy has been included in Appendix 2 marked up to show all changes proposed, excluding the changes to the illustration bar charts. If approved by shareholders, the amended Remuneration Policy will be effective from the date of the Remuneration Policy approved at the 2017 Annual General Meeting.

2. Resolutions

The formal Notice, containing the resolutions referred to above to be proposed to the shareholders of the Company, is attached to this letter. Certain additional information required by the Listing Rules in relation to resolutions 2 and 3 concerning the re-appointment of Mr A.C.J. Solway and the election of Mr A.W. Powell is also set out on page 4 of this document.

3. Action to be taken

Whether or not shareholders intend to be present at the General Meeting, they are requested to complete and sign the accompanying Form of Proxy and return it, in accordance with the instructions printed on it, by post or (during normal business hours only) by hand to Link Asset Services (PXS1), 34 Beckenham Road, Beckenham, BR3 4ZF to arrive as soon as possible and, in any event, by no later than 11.00 a.m. on 15 November 2018.

Shareholders who hold their ordinary shares in CREST may appoint a proxy by completing and transmitting a CREST Proxy Instruction to Link Asset Services so that it is received by no later than 11.00 a.m. on 15 November 2018.

The return of a completed Form of Proxy or CREST Proxy Instruction will not prevent a shareholder from attending the General Meeting and voting in person (in substitution for their proxy vote) should he or she wish to do so and is so entitled.

4. Directors' recommendation

The Board believes that the resolutions to be proposed at the General Meeting are in the best interests of the Company and its shareholders as a whole and, accordingly, unanimously recommends that shareholders vote in favour of the resolutions to be proposed at the meeting, as all Directors intend to do in respect of their own beneficial holdings.

Yours sincerely

Dr A.R. Williams Non-Executive Director

APPENDIX 1 - ADDITIONAL INFORMATION

Resolutions for the re-appointment of Mr A.C.J. Solway and the election of Mr A.W. Powell as directors of the Company

As shareholders will be aware, the Sinclair family concert party holds approximately 51.8% of the Company's issued share capital. For the purposes of the Listing Rules, as the aggregate shareholding of the Sinclair family concert party is in excess of 30% of the Company's issued share capital, the Sinclair family concert party is treated as a controlling shareholder of the Company (as referred to in the Letter contained in this circular). As a result of this, where a circular is being sent to shareholders regarding the re-election of an independent director, the Listing Rules require companies with a controlling shareholder to make certain disclosures about such director's relationships, independence, effectiveness and appointments. These are set out below in relation to Mr Solway and Mr Powell.

Mr Solway

Relationships, transactions and arrangements: Other than his letter of appointment as Non-Executive Chairman of the Company, Mr Solway has confirmed that there are no existing or previous relationships, transactions or arrangements that he has or has had with the Company, its directors, the controlling shareholder or any associates of the controlling shareholder.

Independence: the independence of each of the directors is regularly considered by the Board and the Board is satisfied as to the independent character of Mr Solway and that no relationships or circumstances are likely to affect his judgement.

Effectiveness: Mr Solway joined the Company on 11 June 2015 and became Non-Executive Chairman of the Board on 1 July 2015. Following a successful career in the financial services and wealth management industries, Mr Solway now holds a portfolio of non-executive directorships. His extensive breadth of experience has provided invaluable Chairmanship since his appointment and he will continue to serve the Company well. He holds the Institute of Directors' Certificate in Company Direction.

Selection: Mr Solway was appointed to the Board following a selection process which involved external recruitment consultants who were retained to identify potential candidates who could serve as an independent non-executive chairman.

Mr Powell

Relationships, transactions and arrangements: Other than his letter of appointment as a Non-Executive Director of the Company, Mr Powell has confirmed that there are no existing or previous relationships, transactions or arrangements that he has or has had with the Company, its directors, the controlling shareholder or any associates of the controlling shareholder.

Independence: the independence of each of the directors is regularly considered by the Board and the Board is satisfied as to the independent character of Mr Powell and that no relationships or circumstances are likely to affect his judgement.

Effectiveness: as announced by the Company at the time of his appointment, Mr Powell is a chartered accountant and a former partner of KPMG and was appointed as Chair of the Audit and Risk Committee. At the time of his appointment, the Board had identified the need to add an independent non-executive director with relevant financial experience. As an experienced chartered accountant, the Board considers he brings extensive corporate governance and accounting practitioner skills to the Board, which adds to its overall balance and effectiveness.

Selection: Mr Powell was appointed to the Board following a selection process which involved external recruitment consultants to identify candidates with the relevant financial experience who could meet the criteria referred to above and serve as Chair of the Audit and Risk Committee.

APPENDIX 2 - AMENDED REMUNERATION POLICY

Key principles of Remuneration Policy

The Company's Remuneration Policy is designed to attract, motivate and retain the right talent for our business in order that it can continue to deliver excellent returns for shareholders.

The Remuneration Committee believes that there should be a clear link between the Group's financial results and the Short Term Incentive element of the remuneration of Executive Directors. In order to achieve this, the Remuneration Policy provides for the Executive Directors' total remuneration to comprise the following elements: base salary, a Short Term Incentive award, pension and contractual benefits. Of the total remuneration, the two elements that are reviewed annually by the Remuneration Committee are base salary and the Short Term Incentive award. Base salary is reviewed against seniority, inflationary increases, personal performance, changes in responsibilities and the peer group; whereas the Short Term Incentive award is reviewed and aligned to;

• (1) The Company's financial metrics (primarily profit before tax);

• (2) A director's personal contribution, and

• (3) Non-financial corporate goals to build for long term success, including management development, succession planning and the maintenance of robust business infrastructure.

At the same time the Remuneration Committee reviews market comparators to ensure that reward is appropriate. The Remuneration Committee considers the relative performance of the Company's results in relation to its peers in determining where appropriate benchmarks should be set (i.e. upper quartile, median or lower quartile).

Given that the Executive Directors (particularly the CEO) have significant holdings of the Company's shares, the Remuneration Committee does not consider that a long-term incentive share scheme (LTI) is appropriate. This will be reviewed if other Executive appointments are made in the future. The Executive Directors do not receive a pension, but the Remuneration Policy still provides for a pension contribution in the event that new appointments are made in the future. Pension contributions are made on behalf of other employees working at the Company.

Remuneration Policy

Subject to shareholder approval at the General Meeting on 19 November 2018, the Remuneration Policy set out below will be effective from the date of the Remuneration Policy approved at the 2017 Annual General Meeting.

The tables below summarise the main elements of the remuneration packages of the Directors, the key features of each element, their purpose and linkage to our strategy.

Executive Directors

BASE SALARY