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Tritax Big Box REIT PLC

Proxy Solicitation & Information Statement Apr 1, 2025

4906_agm-r_2025-04-01_98a200ab-f3f9-40f4-b74a-efbbbecc6d3b.pdf

Proxy Solicitation & Information Statement

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Attendance Card Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation.

The Chair of Tritax Big Box REIT plc invites you to attend the Annual General Meeting of the Company to be held at Ashurst LLP, London Fruit & Wool Exchange, 1 Duval Square, London, E1 6PW on 7 May 2025 at 10.00 am.

Shareholder Reference Number

Please detach this portion before posting this Form of Proxy.

Form of Proxy - Annual General Meeting to be held on 7 May 2025

Cast your Proxy onlineIt's fast, easy and secure!
www.investorcentre.co.uk/eproxy
920515
Control Number:
SRN:
You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown
opposite and agree to certain terms and conditions.
PIN:
View the Annual Report online: https://www.tritaxbigbox.co.uk/investors/results-presentations/
Register at www.investorcentre.co.uk - elect for electronic communications and manage your shareholding online!

To be effective, all proxy appointments must be lodged with the Company's Registrar at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 2 May 2025 at 10.00 am.

Explanatory Notes:

  • 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as their proxy to exercise all or any of their rights, to attend, speak and vote on their behalf at the meeting. Members are encouraged to appoint a proxy notwithstanding their intention to attend the meeting in person to ensure that their vote(s) will be counted. If you wish to appoint a person other than the Chair of the Meeting, please insert the name of your chosen proxy holder in the space provided (see reverse of form). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise their discretion as to whether, and if so how, they vote (or if this Form of Proxy has been issued in respect of a designated account for a shareholder, the proxy will exercise their discretion as to whether, and if so how, they vote).
  • 2. To appoint more than one proxy, an additional Form(s) of Proxy may be obtained by contacting the Registrar's helpline on 0370 702 0147 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
  • 3. The 'Vote Withheld' option overleaf 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 the votes 'For' and 'Against' a resolution.
  • 4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

  • 5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via a designated voting platform, any such messages must be received by the issuer's agent prior to the specified deadline within the relevant system. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the relevant designated voting platform) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent via a designated voting platform in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 10.00 am on 2 May 2025 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.
  • 6. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 702 0147 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
  • 7. Shareholders may submit questions to the Board concerning the resolutions in advance of the Annual General Meeting by emailing the Company Secretary at [email protected] by 5.30 pm on Friday, 2 May 2025. Questions will be answered ahead of the Annual General Meeting.
  • 8. Any alterations made to this form should be initialled.
  • 9. The completion and return of this form will not preclude a member from attending the meeting and voting in person.
All Named Holders

192187_243517_RUN_ONS/000001/000001/SG625//i

Poll Card To be completed only at the AGM if a Poll is called.

Ordinary Resolutions For Against Vote
Withheld
1. To receive and adopt the financial statements of the Company for the financial year ended 31
December 2024.
2. To receive, adopt and approve the Directors' Remuneration Report.
3. To elect Kirsty Wilman as a Director of the Company.
4. To re-elect Aubrey Adams as a Director of the Company.
5. To re-elect Elizabeth Brown as a Director of the Company.
6. To re-elect Wu Gang as a Director of the Company.
7. To re-elect Alastair Hughes as a Director of the Company.
8. To re-elect Richard Laing as a Director of the Company.
9. To re-elect Karen Whitworth as a Director of the Company.
For Against Vote
Withheld
10. To re-appoint BDO LLP as the Company's Auditor to hold office until the conclusion of the next
general meeting.
11. To authorise the Directors to determine the Auditor's remuneration.
12. To authorise the Directors to declare and pay all dividends of the Company as interim
dividends.
13. To authorise the Directors to allot shares under Section 551 of the Companies Act 2006.
Special Resolutions
14. To authorise the Directors to allot shares for cash as if Section 561(1) of the Companies Act
2006 did not apply.
15. To authorise the Directors to allot shares for cash as if Section 561(1) of the Companies Act
2006 did not apply for the purpose of financing or refinancing an acquisition.
16. To authorise the Company to make market purchases of its own shares for the purposes of
Section 701 of the Companies Act 2006.
17. That a general meeting other than an Annual General Meeting may be called on not less than
14 clear days' notice.

In the case of a Corporation, a letter of representation will be required (in accordance with Section 323 of the Companies Act 2006) unless this has already been lodged at registration.

Signature

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chair of the meeting. Please leave this box blank if you want to select the Chair of the meeting. Do not insert your own name(s).

I/We hereby appoint the Chair of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of Tritax Big Box REIT plc to be held at Ashurst LLP, London Fruit & Wool Exchange, 1 Duval Square, London, E1 6PW on 7 May 2025 at 10.00 am, and at any adjourned meeting.

*

* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).

Please use a black pen. Mark with an X
Please mark here to indicate that this proxy appointment is one of multiple appointments being made.
inside the box as shown in this example.
Vote
Vote
Ordinary Resolutions For Against Withheld For Against Withheld
1. To receive and adopt the financial statements of the Company for
the financial year ended 31 December 2024.
10. To re-appoint BDO LLP as the Company's Auditor to hold office
until the conclusion of the next general meeting.
2. To receive, adopt and approve the Directors' Remuneration
Report.
11. To authorise the Directors to determine the Auditor's remuneration.
3. To elect Kirsty Wilman as a Director of the Company. 12. To authorise the Directors to declare and pay all dividends of the
Company as interim dividends.
4. To re-elect Aubrey Adams as a Director of the Company. 13. To authorise the Directors to allot shares under Section 551 of the
Companies Act 2006.
5. To re-elect Elizabeth Brown as a Director of the Company. 14. Special Resolutions
To authorise the Directors to allot shares for cash as if Section 561
(1) of the Companies Act 2006 did not apply.
6. To re-elect Wu Gang as a Director of the Company. 15. To authorise the Directors to allot shares for cash as if Section 561
(1) of the Companies Act 2006 did not apply for the purpose of
financing or refinancing an acquisition.
7. To re-elect Alastair Hughes as a Director of the Company. 16. To authorise the Company to make market purchases of its own
shares for the purposes of Section 701 of the Companies Act
2006.
8. To re-elect Richard Laing as a Director of the Company. 17. That a general meeting other than an Annual General Meeting
may be called on not less than 14 clear days' notice.
9. To re-elect Karen Whitworth as a Director of the Company.

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

Signature Date
1
grang
ಕ್ಷಿಸುತ್ತಿ
- 200 200 88

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

H 1 0 3 8 0 8 T B B

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