Stoneweg European REIT (CWBU) Status update summary

Transaction structure and economics

• Internalisation brings the REIT Manager, BT Trustee-Manager and operating platform into the trust structure, creating an integrated European logistics and digital infrastructure platform.

• Purchase consideration is EUR 114m, with effective consideration of EUR 94m—29.4% below the EUR 133.2m independent valuation midpoint.

• SWI Group will subscribe for 40m securities at EUR 2 each, a 33% premium to the EUR 1.50 market price; securities are locked up for 12 months, and SWI Group will hold ~33%.

• Pro forma DPS rises 5.9% to EUR 0.1418 from EUR 0.1339; implied distribution yield exceeds 10% at the latest VWAP.

• FY2027 platform EBIT is projected at EUR 13.7m, with estimated net distributable profit of EUR 10.1m after financing fees and tax.

Platform and growth strategy

• Platform manages EUR 3.2bn of assets with ~100 professionals across 10 European countries and Singapore.

• Third-party asset management adds 11 predominantly logistics and light-industrial mandates covering 46 assets and 618,000 sq m, generating recurring and transaction-related fees and co-investment opportunities.

• DPS remains accretive without third-party mandates, with a 3.1% increase in the base case; consideration falls if change-of-control mandates do not transfer.

• Portfolio strategy targets 70% logistics and 15%-25% data centers, including conversions and investment through the AiOnX development platform; data center development targets 12%-15% yields.

• Cooperation agreements provide exclusive European logistics and light-industrial rights and preferred access to data center opportunities within the SWI Group ecosystem.

Governance and investor alignment

• Platform ownership and earnings move into the trust structure, aligning platform economics and governance with securityholders.

• Securityholders can vote on one-third of directors annually and gain oversight of management remuneration and long-term incentives; share awards move under board and investor oversight.

• Board will be majority-independent; the core management team remains unchanged, with long-term incentive plans supporting alignment.

• SWI Group will not vote on the four transaction resolutions under the whitewash waiver undertaking.