Holding(s) in Company

TR-1: Standard form for notification of major holdings

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible)i
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii:			UK Commercial Property REIT Limited (“UKCPR”)
1b. Please indicate if the issuer is a non-UK issuer   (please mark with an “X” if appropriate)
Non-UK issuer					X
2. Reason for the notification (please mark the appropriate box or boxes with an “X”)
An acquisition or disposal of voting rights
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights
Other (please specify)iii:					X (change in % level of voting rights in different categories of voting rights, in accordance with DTR 5.7.2.)
3. Details of person subject to the notification obligationiv
Name			Phoenix Life Limited
City and country of registered office (if applicable)			Birmingham, United Kingdom
4. Full name of shareholder(s) (if different from 3.)v
Name
City and country of registered office (if applicable)
5. Date on which the threshold was crossed or reachedvi:			29 November 2018
6. Date on which issuer notified (DD/MM/YYYY):			3 December 2018
7. Total positions of person(s) subject to the notification obligation
	% of voting rights attached to shares (total of 8. A)	% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)		Total of both in % (8.A + 8.B)		Total number of voting rights of issuervii
Resulting situation on the date on which threshold was crossed or reached	34.98% (indirect)	34.98%		34.98% (see section 11)		454,544,759
Position of previous notification (if applicable)	34.98% (direct)			34.98% (see section 11)

8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii

A: Voting rights attached to shares

Class/type of shares ISIN code (if possible)

Number of voting rightsix

% of voting rights

Direct (Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1)

Direct (Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1)

454,544,759

34.98%

SUBTOTAL 8. A

454,544,759

34.98%

B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))

Type of financial instrument

Expiration datex

Exercise/ Conversion Periodxi

Number of voting rights that may be acquired if the instrument is exercised/converted.

% of voting rights

Right of recall over securities lending agreements

None

At any time

454,544,759

34.98%

SUBTOTAL 8. B 1

454,544,759

34.98%

B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))

Type of financial instrument

Expiration datex

Exercise/ Conversion Period xi

Physical or cash settlementxii

Number of voting rights

% of voting rights

SUBTOTAL 8.B.2

9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an “X”)

Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii

Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv (please add additional rows as necessary)

X

Namexv

% of voting rights if it equals or is higher than the notifiable threshold

% of voting rights through financial instruments if it equals or is higher than the notifiable threshold

Total of both if it equals or is higher than the notifiable threshold

Phoenix Life Limited

34.98% (indirect)

34.98%

34.98% (see section 11)

A. Phoenix SPV1 Limited

8.75%

8.75%

B. Phoenix SPV2 Limited

8.75%

8.75%

C. Phoenix SPV3 Limited

8.75%

8.75%

D. Phoenix SPV4 Limited

8.74%

8.74%

10. In case of proxy voting, please identify:

Name of the proxy holder

The number and % of voting rights held

The date until which the voting rights will be held

11. Additional informationxvi

Phoenix Life Limited’s percentage of voting rights held in UKCPR will remain at 34.98%.  This is because Phoenix Life Limited has transferred its UKCPR shares to four subsidiaries via stock lending arrangements, meaning that it will have both indirect voting rights and a right to recall the shares at any time (thus regaining its direct voting rights).

Place of completion	London
Date of completion	29 November 2018