Governance

The Directors recognise the importance of sound corporate governance, particularly the requirements of the Association of Investment Companies Code of Corporate Governance ("AIC Code").

The Company became a member of the Association of Investment Companies ("AIC") effective 27 February 2013. The Directors have considered the principles and recommendations of the AIC Code by reference to the AIC Corporate Governance Guide for Investment Companies ("AIC Guide").

The Guernsey Financial Services Commission (GFSC) published the GFSC Finance Sector Code of Corporate Governance ("Guernsey Code") in 2011. The introduction to the Guernsey Code states that "Companies which report against the UK Corporate Governance Code or the Association of Investment Companies Code of Corporate Governance are also deemed to meet this Code". Therefore, AIC Members which are Guernsey-domiciled and which report against the AIC Code are not required to report separately against the Guernsey Code.

The AIC Code, as explained by the AIC Guide, provides a 'comply or explain' code of corporate governance and addresses all the principles set out in the UK Corporate Governance Code ("UK Code") as well as setting out additional principles and recommendations on issues that are of specific relevance to specialist debt companies such as the Company. The Board considers that reporting against the principles and recommendations of the AIC Code, and by reference to the AIC Guide (which incorporates the UK Code), provides better information to shareholders.

The AIC Code and the AIC Guide are available on the AIC's website, www.theaic.co.uk. The UK Code is available on the Financial Reporting Council's website, www.frc.org.uk.

The Company has no executive officers; there is no Chief Executive position and no Senior Independent Director. As an investment company the Company has no employees, all directors are non-executive and independent of the Investment Manager and therefore the Directors consider the Company has no requirement for a Chief Executive or Senior Independent Director and the Board is satisfied that any relevant issues can be properly considered by the Board. The absence of an internal audit function is discussed in the Audit and Operational Risk Committee report of the annual report.

The Board monitors developments in corporate governance to ensure the Board remains aligned with best practice especially with respect to the increased focus on diversity. The Board acknowledges the importance of diversity, including gender, for the effective functioning of the Board and commits to supporting diversity in the boardroom. It is the Board's on-going aspiration to have a well-diversified representation. The Board also values diversity of business skills and experience because Directors with diverse skills sets, capabilities and experience gained from different geographical backgrounds enhance the Board by bringing a wide range of perspectives to the Company. The Board is satisfied with the current composition and functioning of its Members.

Disclaimer

The information contained herein and on the pages that follow does not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe for, any securities in any jurisdiction where such an offer or solicitation is unlawful or would impose any unfulfilled registration, qualification, publication or approval requirements on ICG-Longbow Senior Secured UK Property Debt Investments Limited (the "Company") or its affiliates or agents. The securities referred to herein and on the pages that follow have not been and will not be registered under the applicable securities laws of the United States, Australia, Canada, Japan or South Africa. The securities referred to herein and on the pages that follow may not be offered or sold within the United States, Australia, Canada, Japan or South Africa, or to any U.S. person ("U.S. Person") as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or to any national, resident or citizen of Australia, Canada, Japan or South Africa.

The promotion of the Company and the distribution of this website and the materials contained by it in the United Kingdom are restricted by law. Accordingly, this website and any materials contained by it should only be accessed by, and are directed only at:

(i) persons outside the United Kingdom to whom it is lawful to communicate to; or

(ii) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended); or

(iii) high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended),

provided that in each case the website and any materials contained by it are only directed at persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the "Prospectus Regulation") ("Relevant Persons"). Accordingly, this website does not constitute, and does not contain the information required to be contained in, a prospectus as required under the Prospectus Regulation.

Any investment or investment activity to which this communication relates is available only to and will be engaged in only with Relevant Persons. Persons within the United Kingdom who receive this communication other than Relevant Persons should not access this website or any materials contained by it nor should they rely on or act upon this communication.

This website is communicated by ICG Alternative Investment Limited ("ICG Real Estate"), which is authorised and regulated by the UK Financial Conduct Authority (the "FCA"). In communicating this website ICG Real Estate is acting for the Company and is not responsible for advising persons viewing this website or any other person, or for providing them with the protections which would be given to those who are clients of ICG Real Estate under the rules of the FCA.

The information on the pages that follow may contain forward looking statements. Any statement other than a statement of historical fact is a forward looking statement. Actual results may differ materially from those expressed or implied by any forward looking statement. The Company does not undertake any obligation to update or revise any forward looking statements, whether as a result of new information, future events, or otherwise. You should not place undue reliance on any forward looking statement, which speaks only as of the date of its issuance.

Any reference contained herein to: (i) any European Union ("EU") directive, EU regulation, EU decision, EU tertiary legislation or provision of an European Economic Area agreement (an "EU Matter") which is to form part of domestic law by application of Section 3 European Union (Withdrawal) Act 2018 shall be read as a reference to that EU Matter as it forms (by virtue of Section 3 European Union (Withdrawal) Act 2018) part of domestic law and as modified by domestic law from time to time; and (ii) any EU entity shall be read as a reference to the United Kingdom institution, authority or body to which its functions were transferred, and words and expressions used in this paragraph shall have the meanings given to them respectively in the European Union (Withdrawal) Act 2018.

Your access to this website is governed by the above terms. The Company may change these terms. The changes will be posted on the website. Your access to this website is governed by the version of these terms then in force.

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