SWEF: Compliance with UK Corporate Governance Code and The Investment Association (the 'IA')

17 November 2020

Starwood European Real Estate Finance Limited

(the "Company")

Compliance with UK Corporate Governance Code and The Investment Association (the "IA")

The IA maintains a Public Register of shareholder votes, including votes when 20 per cent or more have been cast against the board recommendation for a resolution. In such circumstances,  the IA requires that the company should: (1) Explain, when announcing voting results, what actions it intends to take to consult shareholders to understand the reasons behind the result; (2) Publish an update on the views received from shareholders and actions taken by the company no later than six months after the vote; and (3) Provide a final summary in the annual report, or in the explanatory notes to resolutions at the next meeting, on whether the board has taken any action or proposed new resolutions following the feedback received.

On 8 June 2020 at the Company's AGM, 27% of total votes cast were cast against resolution 3 (to re-elect as a Director of the Company, Stephen Smith). The Company noted that it would seek to engage with the relevant shareholders who voted against resolution 3 in order to understand further the reasons for their votes and address their concerns. Following such consultation with shareholders, who expressed concerns over the diversity of the Board at that time, the Board announced on 3 August 2020 that the Company had appointed Shelagh Mason with effect from 1 September 2020 and Charlotte Denton with effect from 1 January 2021 as Non-Executive Directors of the Company. The appointments were in line with the Company's succession planning for the phased retirement of Directors over the period to December 2022 and its intention to consider diversity when making any new appointments to the Board. The appointments bring significant talent as well as new skills and experience to the Board and the Company was pleased to be able to make the appointments early in the rotation, ensuring a smooth transition. Any perceived imbalances in Board composition (including those leading to votes against resolution 3 at the prior AGM) have thus been addressed.

The Board would like to take this opportunity to thank all shareholders for their continuous support.

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