Tritax Big Box REIT PLC

Pre-Annual General Meeting Information • Sep 28, 2016

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT CONTAINS PROPOSALS RELATING TO TRITAX BIG BOX REIT PLC (THE "COMPANY") ON WHICH YOU ARE BEING ASKED TO VOTE. If you are in any doubt about the action you should take, you should immediately contact your stockbroker, accountant or other independent financial adviser, who is authorised under the Financial Services and Markets Act 2000 (as amended) ("FSMA") if you are in the United Kingdom, or another appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom.

If you have sold or otherwise transferred all of your Ordinary Shares, please send this document, together with the accompanying Form of Proxy and Open Offer Application Form (if applicable), at once to the purchaser or transferee or to the stockbroker, banker or other agent through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee.

This document should be read as a whole. Your attention is drawn to the letter from the Chairman of the Company which is set out in this document and which recommends that you vote in favour of the Resolutions to be proposed at the General Meeting. Your attention is also drawn to the section entitled "Action to be Taken" on page 10 of this document.

The Issue described in this document is conditional on Shareholder approval at the General Meeting. Notice of the General Meeting to be held at 10.00 a.m. on 17 October 2016 at Taylor Wessing LLP, 5 New Street Square, London EC4A 3TW for the purpose of considering and, if thought fit, passing the Resolutions, is set out at the end of this document.

TRITAX BIG BOX REIT PLC

(Incorporated in England and Wales under the Companies Act 2006 with registered number 8215888 and registered as an investment company under section 833 of the Companies Act 2006)

NOTICE OF GENERAL MEETING

to consider recommended proposals to grant authority to allot New Ordinary Shares on a non-pre-emptive basis in connection with the Issue and for future issuances of Ordinary Shares

Shareholders are requested to complete and return the Form of Proxy in accordance with the instructions printed on it as soon as possible but, in any event, so as to be received by the Registrar, Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU by no later than 10.00 a.m. on 15 October 2016. If you hold your Ordinary Shares in uncertificated form (that is, in CREST) you may appoint a proxy by completing and transmitting a CREST Proxy Instruction in accordance with the procedures set out in the CREST Manual so that it is received by the Registrar by no later than 10.00 a.m. on 15 October 2016.

Instructions on how to acquire New Ordinary Shares under the Open Offer are set out in Part 12 of the Prospectus. Qualifying Non-CREST Shareholders should complete and return the Open Offer Application Form so as to be received by the Registrar by no later than 11.00 a.m. on 13 October 2016 and Qualifying CREST Shareholders should send a USE Instruction to Euroclear in respect of their entitlements to settle on or before 11.00 a.m. on 13 October 2016.

Jefferies International Limited ("Jefferies"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and for no-one else in connection with the Issue, will not regard any other person (whether or not a recipient of this document) as a client in relation to the Issue and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Jefferies, nor for providing advice in connection with the Issue. Jefferies is not responsible for the contents of this document.

Akur Limited ("Akur"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and for no-one else in connection with the Issue, will not regard any other person (whether or not a recipient of this document) as a client in relation to the Issue and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Akur, nor for providing advice in connection with the Issue. Akur is not responsible for the contents of this document.

The distribution of this document, together with accompanying documents, into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession such documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction.

This document is not a prospectus and is not an offer to sell or a solicitation of any offer to buy any securities in the United States or in any other jurisdiction. The Ordinary Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended, and the Company has not been, and will not be, registered under the US Investment Company Act of 1940, as amended; therefore, the Ordinary Shares are subject to certain restrictions on transfers and sales.

CONTENTS

		Page
	EXPECTED TIMETABLE	3
PART 1	LETTER FROM THE CHAIRMAN	4
PART 2	DEFINED TERMS	12
PART 3	NOTICE OF GENERAL MEETING	16

EXPECTED TIMETABLE

Latest time and date for receipt of Forms of Proxy or CREST Proxy Instructions (as applicable)	10.00 a.m. on 15 October 2016
Latest time and date for receipt of completed Open Offer Application Forms and payment in full under the Open Offer or settlement of relevant CREST instructions (as appropriate)*	11.00 a.m. on 13 October 2016
General Meeting	10.00 a.m. on 17 October 2016
Results of General Meeting announced	17 October 2016

* Further dates relating to the Open Offer, the Offer for Subscription and the Placing are set out on pages 5-7 of the Prospectus.

Note: All times are London times. Times and dates are subject to change.

PART 1

LETTER FROM THE CHAIRMAN

TRITAX BIG BOX REIT PLC

(Incorporated in England and Wales under the Companies Act 2006 with registered number 8215888 and registered as an investment company under section 833 of the Companies Act 2006)

Richard Jewson (Non-executive Chairman) Standbrook House Jim Prower (Non-executive Director) 4th Floor Mark Shaw (Non-executive Director) 2-5 Old Bond Street Stephen Smith (Non-executive Director) London Susanne Given (Non-executive Director) W1S 4PD

Directors Registered Office

28 September 2016

Dear Shareholder

Recommended proposals to grant authority to allot New Ordinary Shares on a non-pre-emptive basis in connection with the Issue and for future issuances of Ordinary Shares

and

Notice of General Meeting

1. INTRODUCTION

This Circular is being sent to Shareholders to convene the General Meeting of the Company to be held at 10.00 a.m. on 17 October 2016 at the offices of Taylor Wessing LLP, 5 New Street, London EC4A 3TW.

Part 3 of this Circular contains the Notice of the General Meeting which sets out the Resolutions to be proposed at the meeting. The Resolutions relate to the Company's intention to raise new equity capital through the issue of New Ordinary Shares pursuant to the Issue, being the Placing, Open Offer and Offer for Subscription, at an Issue Price of 132 pence per New Ordinary Share and the renewal of the authorities granted at the Company's annual general meeting on 11 May 2016 to (i) grant the Company a general authority to allot up to a maximum aggregate nominal value of one third of the Company's issued Ordinary Shares following completion of the Issue (or two thirds, in the case of an allotment by way of rights issue) and (ii) disapply pre-emption rights in respect of the issue of up to a maximum aggregate amount of 10 per cent. of the Company's issued Ordinary Shares (following completion of the Issue).

A Prospectus containing details of the Issue will be available to Qualifying Shareholders. The Issue is conditional on the passing by Shareholders of Resolutions 1 and 3. The Issue is not conditional upon the passing of Resolutions 2 and 4 which relate to the general authority to allot shares and the disapplication of pre-emption rights. Paragraphs 2 and 3 of this letter contain more details on the Issue and Paragraph 4 contains more details on the general authority to allot shares and the disapplication of pre-emption rights.

THE RESOLUTIONS ARE IMPORTANT TO THE COMPANY AND THE BOARD RECOMMENDS THAT YOU VOTE IN FAVOUR OF THEM, AS THEY INTEND TO DO IN RESPECT OF THEIR OWN HOLDINGS.

2. BACKGROUND TO AND REASONS FOR THE ISSUE

The Company intends to raise up to £150 million through the Issue (although it can increase the size of the Issue to up to £250 million). The Company expects to use the proceeds of the Issue to acquire further investments. The Manager has access to a pipeline of potential investments and is engaged in discussions with the owners of a number of attractive assets that meet the Company's investment criteria and are available for potential acquisition in the near term (although the Company has not entered into any definitive agreements with respect to any of them). Among these, the Manager is currently in advanced negotiations in relation to three assets, brief details of which are set out below. Each of them is under offer and in exclusivity. All three assets are occupied by high quality tenants, none of which are tenants of the Company's existing Portfolio.

	Asset One	Asset Two	Asset Three
Location	Midlands	Midlands	South East
Expected Consideration	c.£80 million	c.£35 million	c. £60 million
Size		c. 800,000 sq. ft. c. 500,000 sq. ft. c. 350,000 sq. ft.
Unexpired Lease Length	20 years	5 years	9 years
On/Off Market	Off Market	Off Market	Off Market

There can be no certainty that the Company will complete any of these acquisitions, or that the Company will complete any of the transactions in its investment pipeline. It is however possible that contracts may be exchanged on one or more of the three assets listed above in the coming weeks, and this may occur before, or shortly after Admission. If the Company proceeds to acquire these assets, it would look to finance each of them using the proceeds of the Issue. In respect of Asset Two it is possible that part of the consideration will be satisfied by the issue of new Ordinary Shares. The Directors consider these investment opportunities are likely to be value-accretive to investors over the medium term.

The Issue will provide the Company with funds to capitalise on these opportunities. The Company currently expects to deploy the net proceeds of the Issue within three months of Admission.

The Directors believe that raising additional capital to acquire further investments at attractive prices will benefit both existing and new Shareholders. Specifically, the Directors believe that the Issue will have the following principal benefits for Shareholders:

• (a) the net proceeds of the Issue will be used to acquire further assets, diversifying the Company's Portfolio in terms of both tenant exposure and geographical location and capitalising on the Company's leading position in the UK Big Box logistics market;
• (b) all the assets targeted to be acquired are expected to be value accretive for Shareholders over the medium term;
• (c) an increase in the size of the Company should improve liquidity and enhance the marketability of the Company's Ordinary Shares resulting in a broader investor base over the longer term; and
• (d) an increase in the size of the Company will spread its fixed operating expenses over a larger capital base, which should reduce ongoing expenses per Ordinary Share.

3. DETAILS OF THE ISSUE

The Issue, which is not underwritten, comprises the Placing, Open Offer and Offer for Subscription, in aggregate equaling up to 113,636,364 New Ordinary Shares at the Issue Price of 132 pence per New Ordinary Share Price (based on the target size of £150 million).

The Issue Price represents a discount of 7.1 per cent. to the closing price of 143.6 pence per Existing Share as at the close of business on 27 September 2016 (being the latest practicable date prior to the publication of this document), net of the second interim dividend of 1.55 pence per Ordinary Share described below and a premium of 4.9 per cent. to the unaudited EPRA Net Asset Value per Existing Share of 128.91 pence (as at 30 June 2016) net of the first interim dividend of 3.1 pence per Ordinary Share paid on 25 August 2016.

The New Ordinary Shares to be issued pursuant to the Issue will rank pari passu in all respects with the Existing Shares and each other, save in respect of the second interim dividend of 1.55 pence per Ordinary Share declared on 27 September 2016 for the three month period to 30 September 2016.

The Placing and Offer for Subscription are subject to scaling back at the discretion of the Directors. The Open Offer is not subject to scaling back in favour of the Placing or the Offer for Subscription.

The Offer for Subscription is only being made in the UK but, subject to applicable law, the Company may allot Ordinary Shares on a private placement basis to applicants in other jurisdictions (including the United States).

Application will be made for the New Ordinary Shares to be admitted to the premium segment of the Official List of the FCA and to trading on the London Stock Exchange's main market for listed securities.

Full details of the Issue are set out in the Prospectus and brief summaries of the Open Offer, the Placing and the Offer for Subscription are set out below.

3.1 The Open Offer

Under the Open Offer, up to an aggregate amount of 76,364,364 New Ordinary Shares will be made available to Qualifying Shareholders at the Issue Price pro rata to their holdings of Existing Shares, on the terms and subject to the conditions of the Open Offer, on the basis of:

1 New Ordinary Share for every 11 Existing Shares held on the Record Date.

Qualifying Shareholders should be aware that the Open Offer is not a rights issue and Open Offer Application Forms cannot be traded.

The Open Offer is being made on a pre-emptive basis to Qualifying Shareholders. Qualifying Shareholders who take up all of their Open Offer Entitlements may also apply under the Excess Application Facility for additional New Ordinary Shares in excess of their Open Offer Entitlement. The Excess Application Facility will comprise whole numbers of New Ordinary Shares which are not taken up by Qualifying Shareholders pursuant to their Open Offer Entitlements, together with fractional entitlements under the Open Offer. In addition, to the extent that any New Ordinary Shares available under the Placing or Offer for Subscription are not fully subscribed, then such New Ordinary Shares will be available to satisfy Excess Applications under the Excess Application Facility, if required.

Applications under the Excess Application Facility will be allocated, in the event of over subscription, pro rata to Qualifying Shareholders' applications under the Excess Application Facility. No assurance can be given that Excess Applications will be met in full or in part or at all.

3.2 The Placing and the Offer for Subscription

The Offer for Subscription is only being made to the public in the United Kingdom. The Placing and the Offer for Subscription are not being made on a pre-emptive basis to Existing Shareholders. Any New Ordinary Shares that are available under the Open Offer and are not taken up by Qualified Shareholders pursuant to their Open Offer Entitlements or under the Excess Application Facility will be reallocated to and be available for subscription under the Placing and/or the Offer for Subscription.

The Company, the Manager, the Directors, Jefferies and Akur have entered into the Placing Agreement, pursuant to which Jefferies has agreed, subject to certain conditions, to use reasonable endeavours to procure subscribers and placees for New Ordinary Shares made available in the Placing at the Issue Price. The Placing is not being underwritten.

In connection with the Offer for Subscription, Jefferies will appoint certain Intermediaries to market the New Ordinary Shares to potential retail investors in the United Kingdom. Each Intermediary has agreed, or will on appointment agree, to the Intermediaries Terms and Conditions to regulate the conduct of the Intermediaries in relation to the offering of New Ordinary Shares. Each applicant who applies for New Ordinary Shares via an Intermediary must comply with the appropriate money laundering checks required by the relevant Intermediary.

3.3 Rationale for the structure of the Issue

The Company examined a number of options for raising equity and has concluded that the combination of the Placing, the Open Offer and the Offer for Subscription allows Existing Shareholders to participate in the Issue by subscribing for their Open Offer Entitlements on a pre-emptive basis as well as applying for further New Ordinary Shares under the Open Offer (by virtue of the Excess Application Facility), while providing the Company with the flexibility to raise the desired quantum of equity capital via the combined Placing and Offer for Subscription from new investors.

4. GENERAL AUTHORITY TO ALLOT AND DISAPPLICATION OF PRE-EMPTION RIGHTS

If the Directors wish to allot new shares or grant rights over shares or sell treasury shares for cash (other than pursuant to an employee share scheme) company law requires that these shares are first offered to existing Shareholders in proportion to their existing holdings. There may be occasions, however, when the Directors will need the flexibility to finance business opportunities by the issue of Ordinary Shares without a pre-emptive offer to existing Shareholders. This cannot be done unless the Shareholders have first waived their pre-emption rights.

The Company is seeking the renewal of the general authority granted at the Company's annual general meeting on 11 May 2016 to allot new shares in the Company or to grant rights to subscribe for or convert any security into shares in the Company. In accordance with the current authority in place, the renewed authority will be limited to the issue of shares (a) up to a maximum aggregate nominal value of £3,431,340 (being one third of the Company's issued Ordinary Share capital immediately following completion of the Issue) and (b) in connection with a pre-emptive rights issue only, up to a maximum aggregate nominal value of £6,862,680 (being two thirds of the Company's issued Ordinary Share capital immediately following completion of the Issue). The limits on these authorities assume that, immediately following completion of the Issue, there has been no issue of Ordinary Shares in connection with the acquisition of Asset Two. If the maximum £250 million is not raised pursuant to the Issue, the limits on this authority will represent one third and two thirds, respectively, of the Company's ordinary issued share capital immediately following completion of the Issue.

The Company is also seeking the renewal of the general authority granted at the Company's annual general meeting on 11 May 2016 to disapply pre-emption rights in respect of a maximum aggregate amount of 10 per cent. of the Company's issued Ordinary Share capital. In accordance with the current authority in place, the renewed authority will be limited to the issue of shares for cash up to a maximum number of 102,940,195 (which includes the sale on a non-pre-emptive basis of any shares held in treasury), which is equivalent to 10 per cent. of the Company's issued Ordinary Share capital as at 18 October 2016 (following completion of the Issue). The limits on this authority assume that, the maximum £250 million is raised pursuant to the Issue and that, immediately following completion of the Issue, there has been no issue of Ordinary Shares in connection with the acquisition of Asset Two. If the maximum £250 million is not raised pursuant to the Issue, the limit on this authority will represent 10 per cent. of the Company's ordinary issued share capital immediately following completion of the Issue.

The Company undertakes that Ordinary Shares will only be issued pursuant to these authorities at a premium to the prevailing Net Asset Value at the time of issue in order to take account of the costs of such issue and will therefore be non-dilutive to the prevailing Net Asset Value for existing Shareholders.

5. GENERAL MEETING

A notice convening the General Meeting to be held at 10.00 a.m. on 17 October 2016 at Taylor Wessing LLP, 5 New Street Square, London EC4A 3TW is set out in Part 3 of this document. A Form of Proxy to be used in connection with the General Meeting is enclosed.

The Issue is subject to a number of conditions, including the passing of Resolutions 1 and 3 set out below at the General Meeting. The Issue is not conditional upon the passing of Resolutions 2 and 4.

In summary, the Resolutions seek the approval of Shareholders to:

• 1. authorise the Directors to: (i) allot shares in the Company up to an aggregate nominal value of £1,893,939 pursuant to the Issue ("Resolution 1");
• 1. authorise the Directors to allot shares in the Company up to an aggregate nominal value of £3,431,340, representing one third of the total issued Ordinary Share capital of the Company immediately following completion of the Issue; and (ii) allot shares in the Company only in connection with a pre-emptive rights issue up to an aggregate nominal value of £6,862,680, representing to two thirds of the total issued Ordinary Share capital of the Company immediately following completion of the Issue (inclusive of the nominal value sought under (1)) ("Resolution 2");
• 1. disapply pre-emption rights otherwise applicable to the allotment of shares in the Company pursuant to Resolution 1 ("Resolution 3"); and
• 1. disapply pre-emption rights in respect of the issue of Ordinary Shares up to a maximum nominal value of £1,029,402, representing an amount equal to 10 per cent. of the Company's issued Ordinary Shares (following completion of the Issue) ("Resolution 4").

If Resolutions 1 and 3 are passed, the authorities will expire on 17 October 2017. If Resolutions 2 and 4 are passed the authorities will expire on the earlier of 17 January 2018 (the date which is 15 months after the date of the respective Resolutions) and the end of the next annual general meeting of the Company.

The Resolutions are proposed on the basis that the maximum £250 million is to be raised pursuant to the Issue and that, immediately following completion of the Issue, there has been no issue of Ordinary Shares in connection with the acquisition of Asset Two. If the maximum £250 million is not raised pursuant to the Issue, the limits in Resolutions 2 and 4 will reflect the Company's ordinary issued share capital immediately following completion of the Issue.

Please note that this is not the full text of the Resolutions and you should read this summary in conjunction with the Resolutions set out in the Notice on page 16 of this document.

5.1 Matters requiring Shareholder approval relating to the Issue

Under Article 2.5 of the Company's Articles (which requires the allotment of shares to be made in compliance with the Companies Act), the Company may not allot any Ordinary Shares for cash to any person unless it has made an offer to each Shareholder to issue to that Shareholder on the same or more favourable terms a proportion of those shares which is as nearly as practicable equal to the proportion of the aggregate of all shares of such class in issue represented by shares of such class held by such Shareholder. It is noted that under section 565 of the Companies Act, pre-emption rights do not apply to the issue of shares for non-cash consideration.

The Placing and the Offer for Subscription will not be on a pre-emptive basis and the Open Offer is being made on terms other than those prescribed in the Company's Articles and the Companies Act. As such, the pre-emption rights described above need to be disapplied to allow the Company to proceed with the Issue pursuant to Resolution 2 described above.

Under the Articles, this must be approved by a special resolution of the Company (being 75 per cent. of Shareholders in attendance at the General Meeting on a show of hands or, if a poll is demanded, those voting by number of Ordinary Shares held, whether in person or by proxy).

5.2 Potential dilution for Existing Shareholders

If an existing Ordinary Shareholder does not subscribe under the Issue for, or is not issued with, such number of New Ordinary Shares as is equal to his or her proportionate ownership of existing Ordinary Shares as at the date of this Circular, his or her proportionate ownership and voting interests in the Company will be reduced and the percentage that his or her existing Ordinary Shares will represent of the total share capital of the Company will be reduced accordingly following completion of the Issue.

If 189,393,939 New Ordinary Shares (being the maximum number permitted if Resolutions 1 and 3 are passed) are issued, the share capital of the Company in issue as at the date of this Circular will, following the Issue, be increased by 22.5 per cent. as a result. On this basis, if an existing Ordinary Shareholder does not acquire any New Ordinary Shares, his or her proportionate economic interest in the Company will be diluted by 18.4 per cent.

If 292,334,134 Ordinary Shares (being the maximum number permitted if Resolutions 1-4 (inclusive) are passed) are issued, the share capital of the Company in issue as at the date of this Circular will, following the Issue and a further issue of up to 102,940,195 Ordinary Shares (equivalent to 10 per cent. of the Company's issued Ordinary Share capital immediately following completion of the Issue, being the maximum number of Ordinary Shares which can be allotted for cash on a non-preemptive basis pursuant to Resolutions 2 and 4), be increased by 34.8 per cent. as a result. On this basis, if an existing Ordinary Shareholder does not acquire any New Ordinary Shares in the Issue and the Company takes advantage of the full disapplication of pre-emption rights pursuant to Resolutions 2 and 4, his or her proportionate economic interest in the Company will be diluted by 25.8 per cent. For the avoidance of doubt, these figures assume that, the maximum £250 million is raised pursuant to the Issue and that, immediately following completion of the Issue, there has been no issue of Ordinary Shares in connection with the acquisition of Asset Two.

5.3 Conditions

The Issue is conditional on Resolutions 1 and 3 being passed and on certain other conditions being satisfied, including Admission occurring on or before 18 October 2016. These conditions are set out in the Prospectus. If any of these conditions are not met in respect of the Issue, the Issue will not proceed. The Issue is not conditional upon the passing of Resolutions 2 and 4.

6. ACTION TO BE TAKEN

6.1 Voting at the General Meeting

You will find enclosed with this document a Form of Proxy for use in connection with the General Meeting. Whether or not you intend to be present in person at the General Meeting, you are requested to complete and return the Form of Proxy in accordance with the instructions printed on it as soon as possible but, in any event, so as to be received by the Registrar, Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU by no later than 10.00 a.m. on 15 October 2016.

If you hold your Ordinary Shares in uncertificated form (that is, in CREST) you may appoint a proxy by completing and transmitting a CREST Proxy Instruction in accordance with the procedures set out in the CREST Manual so that it is received by the Registrar (under CREST participant ID RA10) by no later than 10.00 a.m. on 15 October 2016. CREST members may choose to use the CREST electronic proxy appointment service in accordance with the procedures set out in the notes to the Form of Proxy and the Notice of General Meeting.

You may submit your proxy electronically using the Share Portal Service at www.capitashareportal.com. You will be asked to enter your Investor Code (IVC) printed on the share certificate and agree to certain terms and conditions. On submission of your vote you will be issued with a reference number. For an electronic proxy appointment to be valid, it must be received by the Registrar no later than 10.00 am on 15 October 2016. If not already registered for the share portal you will need your investor code. If you cannot locate your investor code, please contact Capita Asset Services helpline on 0871 664 0300 (calls cost 10 pence per minute plus network extras) (from outside the UK: + 44 (0) 20 8639 3399) between 09.00 and 17.30 on Business Days.

Unless the Form of Proxy or CREST Proxy Instruction (as applicable) is received by the relevant date and time specified above, it will be invalid. Completion and return of the Form of Proxy or the submission of a CREST Proxy Instruction will not preclude you from attending and voting in person at the General Meeting if you wish to do so.

6.2 Open Offer

(a) Non-CREST Shareholders

Qualifying Non-CREST Shareholders will find enclosed with this document an Open Offer Application Form giving details of their Open Offer Entitlement. Qualifying Non-CREST Shareholders wishing to apply to acquire all or any of the New Ordinary Shares should complete the Open Offer Application Form in accordance with the instructions printed on it. Completed Open Offer Application Forms should be returned by post (during normal business hours only) or by hand to Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU (who will act as Receiving Agent in relation to the Open Offer) so as to be received by Capita by no later than 11.00 a.m. on 13 October 2016, after which time Open Offer Application Forms will not be valid.

(b) CREST Shareholders

Qualifying CREST Shareholders will not be sent an Open Offer Application Form. Instead, Qualifying CREST Shareholders will receive a credit to their appropriate stock accounts in CREST in respect of their Open Offer Entitlement and their Excess CREST Open Offer Entitlement which is made up of the maximum size of the Open Offer less their Open Offer Entitlement, as soon as practicable after 8.00 a.m. on 18 October 2016.

Qualifying CREST Shareholders who are CREST members and who want to apply for New Ordinary Shares in respect of all or some of their Open Offer Entitlements and/or Excess CREST Open Offer Entitlements in CREST must send (or, if they are CREST sponsored members, procure that their CREST sponsor sends) a USE Instruction to Euroclear. In order for an application under the Open Offer to be valid, the USE Instruction must comply with the requirements as to authentication and contents set out in Part 12 of the Prospectus and must settle on or before 11.00 a.m. on 13 October 2016.

7 RECOMMENDATION AND DIRECTORS' VOTING INTENTIONS

The Board considers that the Issue and the general authority to allot and disapplication of pre-emption rights are in the best interests of the Shareholders as a whole and recommends that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting, as the Directors intend to do in respect of their own beneficial holdings, which amount in aggregate to 602,229 Ordinary Shares and represent approximately 0.07 per cent. of the Company's issued share capital as at 27 September 2016 (being the latest practicable date prior to the publication of this document).

8 DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the Circular and Prospectus are available on the Company's website (www.tritaxbigbox.co.uk) and the National Storage Mechanism of the FCA at www.morningstar.co.uk/uk/nsm. Hard copies of the Prospectus can be obtained free of charge from the Receiving Agent, Capita Asset Services, at The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU and the offices of Taylor Wessing LLP at 5 New Street Square, London EC4A 3TW.

Yours faithfully

Richard Jewson Chairman

PART 2

DEFINED TERMS

"Admission"	the admission of New Ordinary Shares to the Official List and to trading on the London Stock Exchange's main market for listed securities becoming effective;
"Akur"	Akur Limited (company number 07366922);
"Articles"	the articles of association of the Company adopted by special resolution dated 15 April 2015;
"Basic Net Asset Value" or "Basic NAV"	the value of the assets of the Company after deduction of all liabilities determined in accordance with the accounting policies adopted by the Company from time to time;
"Big Box"	a "Big Box" property or asset refers to a specific sub-segment of the logistics sector of the real-estate market, relating to very large logistics warehouses (each with typically over 500,000 sq. ft. of floor area) with the primary function of holding and distributing finished goods, either downstream in the supply chain or direct to consumers, and typically having the following characteristics: generally a modern constructed building with eaves height exceeding 12 metres; let on long leases with institutional-grade tenants; with regular, upward only rental reviews; having a prime geographical position to allow both efficient stocking (generally with close links to sea ports or rail freight hubs) and efficient downstream distribution; and typically with sophisticated automation systems or a highly bespoke fit out;
"Board"	the directors of the Company from time to time;
"Capita" or "Capita Asset Services"	a trading name of Capita Registrars Limited (company number 2605568);
"Company"	Tritax Big Box REIT plc (company number 8215888);
"Companies Act"	the Companies Act 2006, as amended from time to time;
"CREST"	the computerised settlement system operated by Euroclear which facilitates the transfer of title to shares in uncertificated form;
"CREST Manual"	the compendium of documents entitled CREST Manual issued by Euroclear from time to time and comprising the CREST Reference Manual, the CREST Central Counterparty Service Manual, the CREST International Manual, CREST Rules, CCSS Operations Manual and the CREST Glossary of Terms;
"Crest Proxy Instruction"	allowing holders of New Ordinary Shares in uncertificated form (that is, in CREST) to appoint a proxy by completing and transmitting a CREST Proxy Instruction;

"Directors"	the directors of the Company as of the date of this document, being Richard Jewson, Jim Prower, Mark Shaw, Susanne Given and Stephen Smith;
"EPRA"	European Public Real Estate Association;
"EPRA NAV" or "EPRA Net Asset Value"	the Basic Net Asset Value adjusted to meet EPRA requirements by excluding the impact of any fair value adjustments to debt and related derivatives, and reflecting the diluted number of Ordinary Shares in issue;
"Euroclear"	Euroclear UK & Ireland Limited, being the operator of CREST;
"Excess Applications"	applications made under the Excess Application Facility;
"Excess Application Facility"	New Ordinary Shares that are not taken up by Qualifying Shareholders under the Open Offer pursuant to their open Offer Entitlements and fractional entitlements under the Open Offer;
"Excess CREST Open Offer Entitlements"	in respect of each existing CREST Shareholder, the entitlement (in addition to their Open Offer Entitlement) to apply for Shares using CREST pursuant to the Excess Application Facility;
"Excluded Shareholders"	Shareholders with a registered address in, or who are located in, one of the Excluded Territories;
"Excluded Territories" each an "Excluded Territory"	the United States, Canada, Australia, the Republic of South Africa, New Zealand or Japan and any other jurisdiction where the extension or availability of the Issue would breach any applicable law;
"Existing Shares"	Ordinary Shares existing at the Record Date;
"FCA"	the United Kingdom Financial Conduct Authority (or any successor entity or entities);
"Form of Proxy"	form of proxy accompanying the letter from the Chairman to be used in connection with the General Meeting;
"FSMA"	the Financial Services and Markets Act 2000, as amended from time to time;
"General Meeting"	the general meeting of the Company to be held at 10.00 a.m. on 17 October 2016 at Taylor Wessing LLP, 5 New Street Square, London EC4A 3TW;
"Intermediaries"	the entities listed in paragraph 14 of Part 9 of the Prospectus together with any other intermediary (if any) that is appointed by Jefferies after the date of the Prospectus;
"Intermediaries Booklet"	the booklet entitled "Tritax Big Box REIT plc Share Offer Information for Intermediaries" and containing, among other things, the Intermediaries Terms and Conditions;

"Intermediaries Terms and Conditions"	the terms and conditions agreed between Jefferies and the Intermediaries in relation to the Offer for Subscription and contained in the Intermediaries Booklet;
"Investment Objective"	the investment objective of the Company as detailed in the Prospectus;
"Investment Policy"	the investment policy of the Company as detailed in the Prospectus;
"Issue"	the Placing, Open Offer and Offer for Subscription;
"Issue Price"	132 pence per New Ordinary Share;
"Jefferies"	Jefferies International Limited (company number 01978621);
"Joint Financial Advisers"	Akur and Jefferies (acting in their capacity as joint financial advisers to the Company);
"Listing Rules"	the listing rules made by the UK Listing Authority under section 73A of the FSMA;
"London Stock Exchange"	London Stock Exchange plc;
"Manager"	Tritax Management LLP (partnership number OC326500);
"New Ordinary Shares"	the new Ordinary Shares to be issued under the Issue;
"Notice" or "Notice of General Meeting"	notice convening the General Meeting to be held at 10.00 a.m. on 17 October 2016 at Taylor Wessing LLP, 5 New Street Square, London EC4A 3TW;
"Offer for Subscription"	the offer for subscription of New Ordinary Shares at the Issue Price on the terms set out in the Prospectus;
"Offer for Subscription Application Form"	the application form appended to the Prospectus for use in connection with the Offer for Subscription;
"Official List"	the official list maintained by the FCA;
"Open Offer"	the offer to Qualifying Shareholders, constituting an invitation to apply for New Ordinary Shares under the Issue, on the terms and subject to the conditions set out in the Prospectus and in the case of Qualifying Non-CREST Shareholders only, the Open Offer Application Form;
"Open Offer Application Form"	the personalised application form on which Qualifying Non CREST Shareholders may apply for New Ordinary Shares under the Open Offer;
"Open Offer Entitlement"	the entitlement of Qualifying Shareholders to apply for New Ordinary Shares under the Open Offer;
"Ordinary Shares"	ordinary shares of £0.01 each in the capital of the Company;
"Placing"	the conditional placing of New Ordinary Shares by Jefferies at the Issue Price as described in the Prospectus;

"Placing Agreement"	the Placing Agreement between the Company, the Manager, the Directors, Jefferies and Akur;
"Portfolio"	the investment portfolio of the Company, as set out in the Prospectus;
"Prospectus"	the prospectus dated 28 September 2016 approved by the FCA and issued by the Company in respect of the Issue;
"Qualifying Non-CREST Shareholders"	Qualifying Shareholders holding Existing Shares in certificated form;
"Qualifying CREST Shareholders"	Qualifying Shareholders holding Existing Shares in CREST;
"Qualifying Shareholders"	holders of Existing Shares on the register of members of the Company at the Record Date other than Excluded Shareholders;
"Receiving Agent"	Capita Asset Services, in its capacity as the Company's receiving agent, pursuant to the Receiving Agent Agreement;
"Record Date"	the close of business on 26 September 2016;
"Registrar"	Capita Asset Services, in its capacity as the Company's registrar, pursuant to the Registrar Agreement;
"REIT"	a real estate investment trust to which Part 12 of the Corporation Tax Act 2010 applies;
"REIT Group"	the Company and all of its subsidiary undertakings;
"Resolutions"	resolutions to be passed at the General Meeting authorising the Directors to allot shares in the Company and to disapply statutory pre-emption rights;
"RIS" or "Regulatory Information Service"	a service authorised by the UK Listing Authority to release regulatory announcements to the London Stock Exchange;
"Shareholders"	the holders of Ordinary Shares;
"sq. ft."	square foot or square feet, as the context may require;
"UKLA" or "UK Listing Authority"	the FCA acting in its capacity as the UK Listing Authority;
"United Kingdom" or "UK"	the United Kingdom of Great Britain and Northern Ireland;
	and
"United States" or "US"	the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and any other area subject to its jurisdiction.

PART 3

NOTICE OF GENERAL MEETING

TRITAX BIG BOX REIT PLC

(Incorporated in England and Wales under the Companies Act 2006 with registered number 8215888 and registered as an investment company under section 833 of the Companies Act 2006)

NOTICE IS HEREBY GIVEN that a general meeting of Tritax Big Box REIT plc (the "Company") will be held at 10.00 a.m. on 17 October 2016 at Taylor Wessing LLP, 5 New Street Square, London EC4A 3TW to consider and, if thought fit, pass the following resolutions. Resolutions 1 and 2 will be proposed as ordinary resolutions and Resolution 3 and 4 will be proposed as special resolutions.

Resolutions 1 and 3 are subject to admission of the New Ordinary Shares (as defined below) to the premium listing segment of the Official List of the FCA and for such New Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities ("Admission") on or before 18 October 2016 (such that if Admission does not take place on or before that date, the respective resolutions will have no effect).

ORDINARY RESOLUTION

1. THAT, in addition to all existing authorities, the directors of the Company (the "Directors") be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot ordinary shares of £0.01 each in the capital of the Company ("New Ordinary Shares") up to an aggregate nominal amount of £1,893,939 pursuant to a placing, offer for subscription and open offer of New Ordinary Shares in connection with Admission.

This authority shall expire on 17 October 2017 unless renewed at a general meeting prior to such time, save that the Company may, before such expiry, make an offer or agreement which would or might require Ordinary Shares to be allotted or rights granted to subscribe for or convert any security into Ordinary Shares after such expiry and the board of directors of the Company (the "Board") may allot Ordinary Shares or grant such rights in pursuance of such an offer or agreement as if the authorities conferred by this resolution had not expired.

• 1. THAT the Directors be generally and unconditionally authorised for the purpose of section 551 of the Act to exercise all the powers of the Company to:
• (a) allot Shares in the Company and grant rights to subscribe for or convert any security into Shares in the Company up to an aggregate nominal amount (within the meaning of section 551(3) and (6) of the Act) of £3,431,340 or, if lower, such number of Shares that is equal to one third of the Company's ordinary issued share capital immediately following the Issue (such amount to be reduced by the nominal amount granted or allotted under (b) below in excess of such sum); and

• (b) allot equity securities (as defined in section 560 of the Act) up to an aggregate nominal amount (within the meaning of section 551(3) and (6) of the Act) of £6,862,680 or, if lower, such number of Shares that is equal to two thirds of the Company's ordinary issued share capital immediately following the Issue (such amount to be reduced by the nominal amount of any shares allotted or rights granted under paragraph (a) of this Resolution 2) in connection with an offer by way of a rights issue to:

• (i) the holders of Ordinary Shares in the Company in proportion (as nearly as may be practicable) to the respective number of Ordinary Shares held by them on the record date for such allotment; and

• (ii) holders of other equity securities, as required by the rights of those securities or, subject to such rights, as the Directors of the Company otherwise consider necessary,

and so that the Directors of the Company may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter.

These authorities shall apply in addition to the authority conferred by Resolution 1 but otherwise in substitution for all previous authorities (but without prejudice to the validity of any allotment pursuant to such previous authority), and shall expire at the end of next Annual General Meeting of the Company or, if earlier, 15 months after the date of this Resolution, save that the Company may before such expiry make any offer or agreement which would or might require shares to be allotted or rights granted to subscribe for or convert any security into shares after such expiry and the Directors may allot shares or grant such rights in pursuance of any such offer or agreement as if the power and authority conferred by this Resolution had not expired.

SPECIAL RESOLUTIONS

1. THAT, subject to and conditional upon the passing of Resolution 1, the Directors be generally and unconditionally empowered for the purposes of section 571 of the Act to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority conferred by Resolution 1 as if section 561 of the Act and any pre-emption rights in the Company's articles of association did not apply to any such allotment.

This power shall expire on 17 October 2017 unless renewed at a general meeting prior to such time, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Board may allot equity securities in pursuance of such an offer or agreement as if the power conferred by this resolution had not expired.

• 1. That, subject to and conditional upon the passing of Resolution 2 above, the Directors be generally and unconditionally empowered for the purposes of section 570 of the Act to allot equity securities (within the meaning of section 560 of the Act) for cash:
• (a) pursuant to the authority conferred by Resolution 2 above; or
• (b) where the allotment constitutes an allotment by virtue of section 560(3) of the Act,

in each case if section 561 of the Act did not apply to any such allotment, provided that this power shall be limited to:

(i) the allotment of equity securities in connection with an offer of equity securities (but in the case of an allotment pursuant to the authority granted under paragraph (b) of Resolution 2, such power shall be limited to the allotment of equity securities in connection with an offer by way of a rights issue only) to:

• (A) the holders of Ordinary Shares in the Company in proportion (as nearly as may be practicable) to the respective numbers of Ordinary Shares held by them; and
• (B) holders of other equity securities, as required by the rights of those securities or, subject to such rights, as the Directors of the Company otherwise consider necessary,
• (ii) the allotment of equity securities, other than pursuant to paragraph (i) above of this Resolution, up to an aggregate nominal amount of £1,029,402 or, if lower, such number of shares equal to 10 per cent. of the Company's ordinary issued share capital immediately following the Issue.

This power shall (unless previously renewed, varied or revoked by the Company in a general meeting) expire at the conclusion of the next Annual General Meeting of the Company following the passing of this Resolution or, if earlier, on the date 15 months after the passing of such Resolution, save that the Company may before the expiry of this power make any offer or enter into any agreement which would or might require equity securities to be allotted, or treasury shares sold, after such expiry and the Directors may allot equity securities or sell treasury shares in pursuance of any such offer or agreement as if the power conferred by this Resolution had not expired.

By order of the Board Dated 28 September 2016

Henry Franklin for and on behalf of Tritax Management LLP Company Secretary

Notes:

• 1. A form of appointment of proxy (the Form of Proxy) is enclosed with this notice. A Shareholder entitled to attend, speak and vote is entitled to appoint one or more proxies to exercise all or any of his or her rights to attend, speak and vote at the General Meeting. A proxy need not be a Shareholder. If you wish to appoint a person other than the Chairman of the General Meeting, please insert the name of your chosen proxy holder in the space provided on the enclosed Form of Proxy.
• 1. On a vote by show of hands, every Shareholder who is present in person has one vote and every duly appointed proxy who is present has one vote. On a poll vote, every Shareholder who is present in person or by way of a proxy has one vote for every Ordinary Share of which he/she is a holder. The "Vote Withheld" option on the proxy form is provided to enable you to abstain on any particular resolution. However it should be noted that a "Vote Withheld" is not a vote in law and will not be counted in the calculation of the proportion of votes "For" and "Against" a resolution.
• 1. In the case of joint holders, such persons shall not have the right to vote individually in respect of an Ordinary Share but shall elect one of their number to represent them and vote in person or by proxy in their name. In default of such an election, the vote of the person first named in the register of members of the Company tendering a vote will be accepted to the exclusion of the votes of the other joint holders.
• 1. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different Ordinary Shares. You may not appoint more than one proxy to exercise rights attached to any one Ordinary Share. To appoint more than one proxy you may photocopy the enclosed Form of Proxy. Please indicate the proxy holder's name and the number of Ordinary Shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of Ordinary Shares held by you). Please also indicate if the proxy instruction is one of multiple instructions given by you. All hard copy Form of Proxies must be signed and should be returned together in the same envelope.
• 1. In order to be valid a Form of Proxy must be returned by one of the following methods:
• (a) in hard copy form by post, by courier or by hand to the Company's registrar, Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU; or
• (b) in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out below; or
• (c) using the Share Portal Service at www.capitashareportal.com. If not already registered for the Share Portal, you will need your Investor Code which can be found on your share certificate,

and in each case, the Form of Proxy must be received not less than 48 hours before the time for holding of the General Meeting. In calculating such 48-hour period, no account shall be taken of any part of a day that is not a business day. A Shareholder that appoints a person to act on its behalf under any power of attorney or other authority and wishes to use method (a), (b) or (c) must return such power of attorney or other authority to Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU prior to using such method and in any event not less than 48 hours before the time of the General Meeting.

• 1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the General Meeting and any adjournment thereof by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s) should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
• 1. If the Chairman, as a result of any proxy appointments, is given discretion as to how the votes the subject of those proxies are cast and the voting rights in respect of those discretionary proxies, when added to the interests in the Company's securities already held by the Chairman, result in the Chairman holding such number of voting rights that he has a notifiable obligation under the Disclosure Guidance and Transparency Rules, the Chairman will make the necessary notification to the Company and the FCA. As a result, any member holding 3 per cent. or more of the voting rights in the Company who grants the Chairman a discretionary proxy in respect of some or all of those voting rights and so would otherwise have a notification obligation under the Disclosure Guidance and Transparency Rules, need not make a separate notification to the Company and the FCA.
• 1. In order for a Form of Proxy, or instruction, made by means of CREST to be valid, the appropriate CREST Proxy Instruction must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message regardless of whether it relates to the Form of Proxy or to an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent by the latest time(s) for receipt of Form of Proxies specified in the Notice. For this purpose, the time of receipt will be

taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertified Securities Regulations 2001. CREST members and where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy instructions. It is therefore the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

• 1. In the case of a Shareholder which is a company, a hard copy Form of Proxy must be executed under its common seal or under the hand of an officer or attorney duly authorised.
• 1. Any corporation which is a Shareholder may by a resolution of its directors or other governing body authorise such persons as it thinks fit to act as its representative at the General Meeting or to approve a resolution submitted in writing and the person so authorised shall be entitled to exercise on behalf of the corporation which he or she represents the same powers (other than to appoint a proxy) as that corporation could exercise if it were an individual Shareholder.
• 1. Completion and return of the Form of Proxy will not preclude a holder of Ordinary Shares from subsequently attending, speaking and voting in person at the General Meeting should they so wish.
• 1. If you submit more than one valid Form of Proxy, the Form of Proxy received last before the latest time for the receipt of proxies will take precedence. If the Company is unable to determine which Form of Proxy was last validly received, none of them shall be treated as valid in respect of the same.
• 1. To have the right to attend, speak and to vote at the General Meeting (and also for the purpose of how many votes a holder of Ordinary Shares casts), a holder of Ordinary Shares must first have his or her name entered in the register of holders of Ordinary Shares by no later than 5.00 p.m. on 15 October 2016. Changes to entries on the register of holders of Ordinary Shares after that time shall be disregarded in determining the right of any holder of Ordinary Shares to attend and vote at the General Meeting.
• 1. To allow effective constitution of the General Meeting, if it is apparent to the Chairman of the General Meeting that no Shareholders will be present in person or by proxy, other than by proxy in the Chairman's favour, then the Chairman may appoint a substitute to act as proxy in his stead for any Shareholder, provided that such substitute shall vote on the same basis as the Chairman.
• 1. The Articles and the Circular will be available free of charge during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the Company's registered office and the offices of Taylor Wessing LLP at 5 New Street Square, London EC4A 3TW from the date of the Circular until the conclusion of the General Meeting and at the place of the General Meeting for at least 15 minutes prior to, and during, the General Meeting.
• 1. The Prospectus only will be available free of charge during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) from Capita Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU and from the offices of Taylor Wessing LLP at 5 New Street Square, London EC4A 3TW as well as on the Company's website (www.tritaxbigbox.co.uk) and from the National Storage Mechanism of the FCA at www.morningstar.co.uk/uk/nsm.
• 1. As at 27 September 2016 (being the latest practicable date prior to the publication of this notice), 840,008,014 Ordinary Shares were in issue (no Ordinary Shares were held in treasury). Accordingly, the total number of voting rights of the Company as at 27 September 2016 was 840,008,014.
• 1. In accordance with section 571(6) and 571(7) Companies Act 2006, the reasons for the directors' recommendation to vote in favour of the disapplication of pre-emption rights and the justification for the amounts proposed is set out in Part 1 of the Circular. The limits on this authority assume that, the maximum £250 million is raised pursuant to the Issue and that, immediately following completion of the Issue, there has been no issue of Ordinary Shares in connection with the acquisition of Asset Two.
• 1. Defined terms used but not defined in this notice shall have the same meaning given to them in the circular of the Company dated 28 September 2016.