Alternative Income REIT : Matters reserved for the Board

1.

Strategy and management

1.1

Responsibility for the overall management of the Group and setting the

Company's values and standards.

1.2

Approval of the Group's long-term objectives and commercial strategy.

1.3

Approval of the annual operating and target ongoing cost ratio budgets and any

material changes to them.

1.4

Oversight of the Group's operations ensuring:

(a) competent and prudent management;

(b) sound planning;

(c) maintenance of sound management and internal control systems;

(d) adequate accounting and other records;

(e) compliance with statutory and regulatory obligations;

(f) the external alternative investment fund manager appointed by the

Company from time to time (the "AIFM") in discharging its services to the

Company operates within the parameters set by the Board and in

accordance with the Company's investment objective and investment

policy.

1.5

Appointment or removal of the Company's AIFM, Investment Adviser, Property

Manager, Reporting Accountants, Sponsor, Broker, Administrator, Valuer,

Registrar, Receiving Agents and legal counsel.

1.6

Review of performance in the light of the investment policy and objective.

1.7

Review and consider amendments to investment objective and policy

2.

Structure and capital

2.1

Changes relating to the Group's capital structure including, but not limited to,

raising new capital, reduction of capital, share issues, share buy backs (including

the use of treasury shares), offering or granting options or rights to subscribe for

shares, reviewing discount and premium management policy.

2.2

Major changes to the Group's corporate structure, including, but not limited

to acquisitions and disposals of shares outside the Company's investment

objective and policy.

2.3

Any changes to the Company's listing or its status as a plc.

2.4

Alteration of the Company's articles of association.

2.5

Any additional equity, debt fundraising or bank facilities.

3.

Financial reporting and controls

3.1

Approval of the half-yearly report, interim management statements and any

preliminary announcement of the final results.

3.2

Approval of the annual report and accounts, including the corporate

governance statement and directors' remuneration report.

3.3

Approval of the dividend policy.

3.4

Declaration of the interim dividend and recommendation of a final dividend.

3.5

Approval of any significant changes in accounting policies or practices.

3.6

Approval of treasury policies of the Group including, but not limited to,

foreign currency exposure, interest rate exposure and the use of financial

derivatives.

3.7

Approval of any profit forecasts within the Group.

3.8

Approval of unbudgeted capital or operating expenditures.

4.

Internal controls

4.1

Ensuring the maintenance of a sound system of internal controls, including:

(a) setting the Company's initial process for risk diversification and

gearing (including the Company's risk appetite statements) to be

discharged and maintained by the AIFM;

(b) receiving reports from the AIFM as regards the risk management function,

and reviewing the effectiveness of, the Company's risk and control

processes to support its strategy and objectives;

(c) reviewing procedures for the detection of fraud and the prevention of

bribery; and

(d) approving an appropriate statement as regards internal controls for inclusion

in the Group's annual report.

5.

Oversight of AIFM functions

5.1

Responsible for all outsourcing decisions to the AIFM and for approving the terms

of the alternative investment fund management agreement appointing the AIFM.

5.2

Monitoring and overseeing the AIFM's (and where applicable its delegates)

compliance with the terms of its appointment in the provision of the AIFM services

to the Company (including the functions of risk management, portfolio

management and valuation).

5.3

With regards to the risk management function, monitoring and overseeing that the

AIFM deploys and maintains a sound risk management framework for the

Company including by the AIFM:

(a) functionally and hierarchically separating the risk management functions

within the AIFM from other operating units of the AIFM's business,

including portfolio including by the AIFM;

(b) demonstrating that specific safeguards are in place to allow the

independent performance of risk management activities;

(c) implementing a risk profile that corresponds to the size, portfolio structure

and investment policy and investment objective of the Company; and

(d) maintaining and implementing an appropriate, documented and regularly

updated due diligence process when investing.

5.4

In ensuring the AIFM effectively discharges its functions above, the Company shall

undertake an annual assessment of the AIFM's performance.

6.

Contracts and commitments

6.1

Contracts not in the ordinary course of business including entry

into/variation/termination of agreements with manager/adviser and any other

material adviser/service provider.

7.

Communication

7.1

Ensuring a satisfactory dialogue with shareholders based on the mutual

understanding of objectives.

7.2

Approval of resolutions and corresponding documentation to be put forward

to shareholders at a general meeting.

7.3

Approval of all circulars, prospectuses and listing particulars.

7.4

Approval of stock exchange announcements other than relating to voting rights,

holdings in the company, directors and PDMR dealings and similar matters

delegated to the Company Secretary.

8.

Board membership and other appointments

8.1

Changes to the structure, size and composition of the board, following

recommendations from the nomination committee.

8.2

Ensuring adequate succession planning, training, development and appraisal for

the board and senior management so as to maintain an appropriate balance of

skills and experience within the Company and on the Board.

8.3

Appointments to the board.

8.4

Selection of the chairman of the board.

8.5

Appointment of the senior independent director to provide a sounding board for

the chairman and to serve as intermediary for the other directors when necessary.

8.6

Membership and chairmanship of board committees following recommendations

from the nomination committee.

8.7

Continuation in office of directors at the end of their term of office, when they are

due to be re-elected by shareholders at the AGM and otherwise as appropriate.

8.8

Continuation in office of any director at any time, subject to the law and their letter

of appointment.

8.9

Appointment or removal of the Company secretary.

8.10

Appointment, reappointment or removal of the external auditor to be put to

shareholders for approval, following the recommendation of the audit committee.

9.

Remuneration

9.1

Determining the remuneration of the directors, subject to the articles of association

and shareholder approval as appropriate.

10.

Delegation of authority

10.1

The division of responsibilities between the chairman and the other non-executive

directors, which should be clearly established, set out in writing and agreed by the

Board.

10.2

Establishing board committees and approving their terms of reference, including

any material changes thereto.

10.3

Receiving reports from board committees on their activities.

10.4

Approval of the delegated levels of authority.

11.

Corporate governance matters

11.1

Undertaking a formal and rigorous review annually of its own performance, that of

its committees and individual directors, and the division of responsibilities.

11.2

Determining the independence of directors in light of their character, judgment and

relationships.

11.3

Review of the Group's overall corporate governance arrangements.

11.4

Receiving reports on the views of the Company's shareholders and ensuring that

they are communicated to the Board as a whole.

11.5

Authorising directors' conflicts of interest where they are permitted by the

Company's articles of association.

12.

Policies

12.1

Approval of policies

12.2

Specific risk management policies including insurance, borrowing limits and

corporate security.

13.

Other

13.1

The making of charitable or political donations by the Group.

13.2

Approval of the appointment or change of the Group's principal professional