Securities Law & Instruments

Headnote

Filer granted permission from the Director, pursuant to s. 38(3) of the Securities Act (Ontario), to make listing representations in its preliminary and final offering documents to the effect that the filer intends to make application to (A) the Irish Stock Exchange and the UK Listing Authority for the Firm Placing, Placing and Open Offer Shares to be admitted to the Official Lists and to traded on their respective regulated markets for listed securities (B) the Irish Stock Exchange for New Ordinary Shares to be admitted to the primary listing segment of the Official List of the Irish Stock Exchange and to trading on its regulated market for listed securities, (C) the UK Listing Authority for the New Ordinary Shares to be admitted to the premium listing segment of the Official List of the UK Listing Authority, and (D) the London Stock Exchange for the New Ordinary Shares to be admitted to trading on its main market for listed securities.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., s. 38(3).

March 19, 2014

Norton Rose Fulbright Canada LLP
200 Bay Street, Suite 3800
Royal Bank Plaza, South Tower
Toronto, Ontario
M5J 2Z4

Attention: Mr. Bruce Sheiner

Re: Green REIT plc

Application for Permission to Make a Listing Representation

Further to your letter submitted on behalf of Green REIT plc (the Company) dated March 11, 2014 (the Application), we understand that:

1. The Company is incorporated and registered in Ireland under the Irish Companies Acts with registered number 529378. The Company's ordinary shares are listed on the Official Lists and are traded on the regulated markets for listed securities of the Irish Stock Exchange and the London Stock Exchange (the Ordinary Shares).

2. The Company is not a reporting issuer in any jurisdiction in Canada.

3. The Company proposes to issue new Ordinary Shares (the New Ordinary Shares) by way of a Firm Placing, and Placing and Open Offer (the Offering).

4. The Offering is being made by way of prospectus (the Prospectus) in Ireland and the United Kingdom and certain other jurisdictions where the extension or availability of the Offering would not breach any applicable law.

5. It is contemplated that the Offering will be made by way of a private placement (the Private Placement) in the Canadian provinces of Ontario and Quebec.

6. In connection with the Private Placement, it is expected that prospective investors in Ontario and Quebec will be provided a preliminary and final Canadian offering memorandum that includes, as applicable, the preliminary or final Prospectus (collectively the Offering Memorandums).

7. Each prospective investor in Ontario or Quebec will be an "accredited investor" in accordance with National Instrument 45-106 Prospectus and Registration Exemptions and a "permitted client" in accordance with National Instrument 31-103Registration Requirements and Exemptions.

8. The placement agent in Canada for the Private Placement (the Placement Agent) will, when distributing securities to residents of Ontario, rely on appropriate exemptions from the prospectus requirements and will rely on the "international dealer" exemption to the registration requirements.

9. The Offering Memorandum will contain representations identical or substantially similar to the following (the Listing Representations):

"Application will be made to the Irish Stock Exchange and the UK Listing Authority for the Firm Placing, Placing and Open Offer Shares to be admitted to the Official Lists and application will be made to the Irish Stock Exchange and the London Stock Exchange for such Firm Placing, Placing and Open Offer Shares to be admitted to trading on their respective regulated markets for listed securities."

"Application will be made to (i) the Irish Stock Exchange for the New Ordinary Shares to be admitted to the primary listing segment of the Official List of the Irish Stock Exchange; (ii) the UK Listing Authority for the New Ordinary Shares to be admitted to the premium listing segment of the Official List of the UK Listing Authority; (iii) the Irish Stock Exchange for the New Ordinary Shares to be admitted to trading on its regulated market for listed securities; and (iv) the London Stock Exchange for the New Ordinary Shares to be admitted to trading on its main market for listed securities."

10. No approval for the listing of the New Ordinary Shares on the London Stock Exchange or Irish Stock Exchange, conditional or otherwise, has been granted, nor has such stock exchange consented to, nor indicated that they do not object to, the Listing Representations. The Company does not intend to apply to list the New Ordinary Shares on any other such exchange or quotation system.

11. The Placement Agent seeks permission to include the Listing Representations in the Offering Memorandums to be provided and made available to prospective Ontario purchasers.

Based upon the representations above and the representations contained in your letter dated March 11, 2014, permission is hereby granted pursuant to subsection 38(3) of the Securities Act (Ontario) to include the Listing Representations in the Offering Memorandums to be provided to or made available to prospective Ontario purchasers.

Yours very truly,

"Sonny Randhawa"
Manager, Corporate Finance Branch
Ontario Securities Commission