I-RES and Vision enter into a Co-Operation Agreement

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

For immediate release

8 April 2024

Irish Residential Properties REIT plc

(the “Company or “I-RES”)

I-RES and Vision enter into a Co-Operation Agreement

I-RES announces that it has entered into a Co-Operation Agreement (the “Agreement”) with Vision Capital Corporation (“Vision”).

Under the terms of the Agreement, the I-RES Board will recommend that shareholders approve the appointment to the Board of two Vision nominees, Richard Nesbitt and Amy Freedman, at the Company’s forthcoming annual general meeting (“AGM”). Biographies of the proposed nominees and detailed information about the matters to be presented at the AGM will be included in the Notice of AGM to be published in due course.

The resolutions put forward by Vision on 20 March 2024 for inclusion in the Company’s Notice of AGM have been withdrawn. The Company’s 2024 AGM, which was originally scheduled for 2 May, will now be held at 11:30 a.m. on Friday, 10 May at The Herbert Park Hotel, Ballsbridge, Dublin 4 D04 R2T2. The change of date is to facilitate the preparation of revised documentation for the AGM that reflects the withdrawal of the Vision resolutions and the proposed changes to the Board described in this announcement.

Vision undertakes, under the terms of the Agreement, to vote in favour of I-RES Board recommended resolutions (not including those concerning material transactions) at general meetings of the Company from the date of the Agreement until after the Company’s 2025 AGM, and has agreed a standstill on initiating or participating in any further shareholder activist campaigns during that period.  

Under the Company’s constitution the maximum permitted number of Directors on the Board is nine. To facilitate the appointment of the two Vision nominees, the Company’s executive director Brian Fagan will not seek re-election to the Board at the 2024 AGM, thus ensuring the Board continues to meet its independence requirements in line with best practice corporate governance. Mr Fagan’s position as CFO will not be impacted by this change.

Hugh Scott-Barrett, Chairman of the Board I-RES said:

“The Co-Operation Agreement with Vision provides a constructive framework to address the maximisation of value for shareholders. It enables the Board and management to fully focus on the Strategic Review, the CEO transition and the continued strong operating performance of the business. We look forward to updating shareholders on the progress of the Strategic Review ahead of our AGM in May”.

Jeff Olin, the President & CEO and Portfolio Manager of Vision said:

"We are pleased with the proposed appointments of Richard Nesbitt and Amy Freedman.  We look forward to the outcome of the strategic review and the maximisation of the value inherent in IRES for all shareholders."

END

For further information please contact:

For Investor Relations at Irish Residential Properties REIT plc:

Luke Ferriter, Investor Relations investors@iresreit.ie  Tel: +353 (0) 1 563 4000

Margaret Sweeney, Chief Executive Officer Tel: +353 (0) 1 557 0974

For Media Queries:

Padraig McKeon, I-RES PR and Communications Tel: + 353 (0) 87 231 2632

Jonathan Neilan, FTI Consulting ires@fticonsulting.com  Tel: +353 (0) 86 231 4135

About Irish Residential Properties REIT plc

Irish Residential Properties REIT plc (“I-RES”) is a growth oriented Real Estate Investment Trust providing quality professionally managed homes in sustainable communities in Ireland. The Group owns 3,734 apartments and houses for private rental in Dublin and Cork. I-RES aims to be the provider of choice for the Irish living sector, known for excellent service and for operating responsibly, minimising its environmental impact, and maximising its contribution to the community. The Company's shares are listed on Euronext Dublin. Further information at www.iresreit.ie.

Regulatory

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 (“MAR”). Upon publication of this announcement, the inside information is now considered to be in the public domain for the purposes of MAR. The person responsible for arranging the release of this announcement on behalf of the Company is Anna-Marie Curry, I-RES’ Company Secretary and General Counsel. The date and time of this statement is the same as the date and time that it has been communicated to the media.

Important notices

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction, whether pursuant to this announcement or otherwise.

The release, distribution or publication of this announcement in jurisdictions outside Ireland may be restricted by laws of the relevant jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Responsibility Statement

The directors of I-RES accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.