Real Estate Credit Investments : Form of Proxy Annual General Meeting

REAL ESTATE CREDIT INVESTMENTS LIMITED

FORM OF PROXY

ANNUAL GENERAL MEETING

I/We

of

being (a) member(s) holding ordinary shares of no par value in the above-named Company ("Ordinary Shares") hereby appoint the Chairman of the meeting (or)

of

as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting (the "Meeting") of the Company to be held on 18 September 2018 at 10:30 a.m. at First Floor, Dorey Court, Admiral Park, St. Peter Port, Guernsey GY1 6HJ and at any adjournment thereof.

I/We request such proxy to vote on Resolutions 1 to 8 as Ordinary Resolutions and on Resolution 9 as an Extraordinary Resolution as indicated below.

To allow effective constitution of the Meeting, if it is apparent to the Chairman that no member will be present in person or by proxy, other than by proxy in the Chairman's favour, then the Chairman may appoint a substitute to act as proxy in his stead for any member, provided that such substitute proxy shall vote on the same basis as the Chairman.

For

Against

Vote withheld

Ordinary business

• 1. To receive and adopt the Directors' report and financial statements for the period ended 31 March 2018.

• 2. To re-appoint Deloitte LLP as auditor of the Company.

• 3. To authorise the Directors to fix the remuneration of the auditor of the Company.

• 4. To re-elect Bob Cowdell as a director of the Company.

• 5. To re-elect Graham Harrison as a director of the Company.

• 6. To re-elect John Hallam as a director of the Company.

• 7. To elect Susie Farnon as a director of the Company.

Special business

8. To authorise the Company unconditionally and generally in accordance with the Companies Law to make market acquisitions (within the meaning of section 316 of the Companies Law) of up to 14.99 per cent of the Ordinary Shares on such terms and in such manner as the Directors may from time to time determine.

9.

To disapply pre-emption rights in relation to 'equity securities' (as defined in the Articles), and authorise the Directors to allot and issue equity securities for cash pursuant to Article 5 of the Articles or by way of a sale of treasury shares as if Article 6 of the Articles did not apply to any such allotment and issue, provided that this power shall be limited to the allotment and issue of up to 10 per cent. of the total Ordinary Shares issued by the Company as at 8 August 2018, being the latest practicable date before publication of this Circular, and shall expire on the date of the Company's annual general meeting to be held in 2019 (unless previously renewed, varied or revoked by the Company in general meeting), save that the Company shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted and issued after such expiry and the Directors shall be entitled to allot and issue equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired.

Terms defined in the Circular dated 13 August 2018 containing the notice of AGM have the same meanings in this Form of Proxy, save where the context requires otherwise.

Names of joint holders (if any)

Dated:

2018

Signature:

Notes

• 1. Please indicate with an "X" in the appropriate box how you wish the proxy to vote. The proxy will exercise his discretion as to how he votes or whether he abstains from voting:

• 1.1 on any resolution referred to above if no instruction is given in respect of that resolution; and

• 1.2 on any business or resolution considered at the meeting (or at any adjournment thereof) other than the resolutions referred to above.

• 2. If you wish to appoint someone other than the Chairman of the meeting as your proxy please delete the words "the Chairman of the meeting (or)" and insert the name of the person you wish to appoint. A proxy need not be a member of the Company.

• 3. The "vote withheld" option is included to allow you to abstain on any of the meeting's resolutions. Please note that a vote which is withheld in this way has no legal effect and will not be counted in the calculation of the proportion of the votes given for or against any such resolution.

• 4. Full details of the resolutions to be proposed at the meeting, with explanatory notes, are set out in the Circular.

• 5. To be valid, this form and any power of attorney or other authority (if any) under which it is executed (or a notarially certified copy of any such power or authority), must be deposited with Link Asset Services, PXS, 34 Beckenham Road, Kent, BR3 4TU by 10.30 a.m. on Friday, 14 September 2018, or 48 hours before any adjournment thereof or (in the case of a poll taken otherwise than at or on the same day as the meeting or adjourned meeting) for the taking of the poll at which it is to be used.

• 6. Where the member is a corporation this form must be under its common seal or signed by an officer, attorney or other person duly authorised by the corporation.

• 7. Any alterations to this form of proxy should be initialled by the person who signs it.

• 8. Completing and returning a form of proxy will not prevent a member from attending in person at the meeting and voting should he or she so wish.

• 9. Should you wish to vote in respect of a specific number of shares please indicate with that number in place of an X in the appropriate space.

• 10. A shareholder entitled to exercise more than one vote need not cast all his or her votes in the same way.

• 11. In the case of joint holders, only one of them needs to sign this form. If two or more forms of proxy are received from joint holders, the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. Seniority will be determined by the order in which the names of the holders of the joint holding appear in the register of members.

• 12. CREST members who wish to appoint a proxy or proxies for the meeting (or any adjournment of it) through the CREST electronic proxy appointment service may do so using the procedures described in the CREST Manual. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message, regardless of whether it constitutes the appointment of a proxy, or is an amendment to the instruction given to a previously appointed proxy, must be transmitted so as to be received by Link Asset Services (Crest Participant ID: RA10) by no later than 10.30a.m. on 14 September 2018 (or, if the meeting is adjourned, no later than 48 hours (before the time of any adjourned meeting). Please refer to the notes to the notice of the meeting for further information on proxy appointments through CREST.