NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR INDIRECTLY) IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS IS AN ANNOUNCEMENT RELATING TO A POSSIBLE OFFER FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE.

FOR IMMEDIATE RELEASE

5 February 2025

                                              Ground Rents Income Fund plc ("GRIO", or the "Company")

COMPANY UPDATE

Ground Rents Income Fund plc announces that whilst the underlying portfolio remains subject to a Material Valuation Uncertainty Clause, due to a lack of transactional evidence and uncertainty relating to leasehold reform and building safety legislation, progress continues in implementing the strategy to reduce risk and improve portfolio liquidity. For example, since the financial year ended 30 September 2023, the Company has completed disposals totalling £11.6 million at or above the prevailing independent valuation, with the majority of the proceeds used to repay debt.

In relation to leasehold reform, on 30 January 2025, the High Court granted the Company and other freeholders permission to pursue a legal claim against the Government concerning the enfranchisement provisions of the Leasehold and Freehold Reform Act 2024. As outlined in the Company's latest Annual Report for the financial year ended 30 September 2024 (found here: https://schro.link/grioara24) (the "Annual Report"), the Board believes that these provisions do not strike a fair balance between the legitimate interests of landlords and leaseholders. The Company welcomes this decision, with a substantive hearing scheduled by the end of July 2025.

In relation to building safety and since the financial year ended 30 September 2023, the number of properties affected by building safety related defects and associate valuation adjustments has reduced from 24 to 22. Good progress has been achieved at the remaining properties, including securing third-party funding and construction work underway but not yet certified as complete.

These factors have been taken into account within the Board's assessment of the possible offers put forward by Victoria Property Holdings Limited to acquire the entire issued and to be issued share capital of GRIO.

The Company will continue to provide regular updates on progress implementing the strategy approved, and recently endorsed, by GRIO shareholders.

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Enquiries:

Schroder Real Estate Investment Management Limited

Matthew Riley / Chris Leek

020 7658 6000

Singer Capital Markets (Financial Adviser & Broker)

James Maxwell / Alaina Wong / Sam Butcher (Investment Banking)

Sam Greatrex (Sales)

020 7496 3000

Appleby Securities (Channel Islands) Limited (Sponsor)

Andrew Weaver / Michael Davies

01534 888 777

FTI Consulting

Richard Gotla / Oliver Parsons

0203 727 1000

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Notice related to financial advisers:

Singer Capital Markets Securities Limited ("Singer Capital Markets"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for GRIO and no-one else in connection with the subject matter of this announcement and will not be responsible to anyone other than GRIO for providing the protections afforded to clients of GRIO or for providing advice in relation to the subject matter of this announcement or any other matter referred to in this announcement.

Disclosure requirements of the Code:

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of GRIO or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) GRIO and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of GRIO or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of GRIO or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of GRIO or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) GRIO and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of GRIO or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by GRIO and by any offeror and Dealing Disclosures must also be made by GRIO, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Rule 26.1 disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain restrictions relating to persons in restricted jurisdictions) at www.schroders.com/en-gb/uk/individual/funds-and-strategies/investment-trusts/ground-rents-income-fund-plc/, by no later than 12 noon (London time) on the business day immediately following this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Market abuse regulation

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse (Amendment) (EU Exit) Regulations 2019. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

The person responsible for arranging the release of this announcement on behalf of the Company is Matthew Riley, a member of Company Secretarial team of the Company.