Big Yellow Group PLC — AGM Information 2012

Jun 11, 2012

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant, or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your ordinary shares, please pass this document together with the accompanying proxy card to the purchaser ortransferee, orto the personwho arranged the sale ortransfer, so they can pass these documents to the personwho nowholds the ordinary shares.

BIG YELLOW GROUP PLC

(Incorporated in England & Wales under the Companies Act 1985 with registered number 03625199)

NOTICE OF ANNUAL GENERAL MEETING

Notice of the Annual General Meeting of the Company to be held at Holborn Bars, 138-142 Holborn, London, EC1N 2NQ on 10 July 2012 at 10.00 a.m. is set out in this document.

Whether or not you propose to attend the Annual General Meeting, please complete and submit a proxy form in accordance with the instructions printed on the enclosed form.The proxy form must be received by the Company's registrars, Computershare Investor Services PLC,The Pavilions, Bridgwater Road, Bristol BS99 6ZY, as soon as possible, and in any event no later than 10.00 a.m. on 6 July 2012. Completion and return of a form of proxy will not preclude you from attending and voting at the Annual General Meeting.

BIG YELLOW GROUP PLC

(the "Company") (Incorporated and registered in England and Wales under number 03625199)

Registered Office: Unit 2,The Deans Bridge Road Bagshot Surrey GU19 5AT

11 June 2012

To Shareholders and, for information only, to participants in the Company's employee share schemes

Notice of Annual General Meeting

Dear Shareholder,

I am pleased to invite you to the Annual General Meeting ("AGM") of the Company to be held on 10 July 2012 at 10.00 a.m. at Holborn Bars, 138-142 Holborn, London, EC1N 2NQ.

The formal notice of AGM is set out on pages 3 to 6 of this document which sets out the business to be considered at the meeting. Explanatory notes on all the business to be considered at this year's AGM appear on pages 7 and 8 of this document. Resolutions 14 and 15 concern the approval of certain amendments to the Company's existing incentive plan, the Big Yellow Long Term Bonus Performance Plan, and related loans proposed to be made by the Company to the Executive Directors in connection with that plan. As I am a proposed participant in that plan and a proposed loan recipient, these matters are the subject of a separate letter from the Chairman of the Remuneration Committee,Tim Clark, which is contained in Appendix 2.

If you would like to vote on the resolutions but cannot come to the AGM, please fill in the proxy form sent to you with this document and return it to our registrars as soon as possible.They must receive it by no later than 10.00 a.m. on 6 July 2012. Alternatively, you may register your proxy appointment or voting instructions electronically by visiting www.eproxyappointment.com or, if you are a member of CREST, by using the CREST electronic appointment service. If you are viewing this letter via the Company's website and you wish to receive a hard copy proxy card, you will need to contact the Company's registrars, Computershare Investor Services PLC, on 0870 889 3226.

The Directors consider that all the resolutions to be put to the meeting are in the best interests of the Company and its shareholders as a whole. Your Board will be voting in favour of them and unanimously recommends that you do so as well.

Yours sincerely

Nicholas Vetch Chairman

BIG YELLOW GROUP PLC

(the "Company")

(Incorporated and registered in England and Wales under number 03625199)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an ANNUAL GENERAL MEETING of Big Yellow Group PLC will be held at Holborn Bars, 138-142 Holborn, London, EC1N 2NQ on 10 July 2012 at 10.00 a.m. to transact the following business and to consider and, if thought fit, pass the following resolutions (all resolutions will be proposed as ordinary resolutions save for resolutions numbered 17 to 19 which will be proposed as special resolutions):

ORDINARY RESOLUTIONS

• 1. To receive the Directors' Report and Accounts and the Auditors' Report thereon for the year ended 31 March 2012.
• 1. To approve the Directors' Remuneration Report for the year ended 31 March 2012.
• 1. Upon the recommendation of the Directors, to declare a final dividend of 5.5 pence per ordinary share for the year ended 31 March 2012, which shall be payable on 20 July 2012 to shareholders who are on the Register of Members as at the close of business on 8 June 2012.
• 1. To re-elect Philip Burks as a Director.
• 1. To re-electTim Clark as a Director.
• 1. To re-elect James Gibson as a Director.
• 1. To re-elect Steve Johnson as a Director.
• 1. To re-elect Adrian Lee as a Director.
• 1. To re-elect Mark Richardson as a Director.
• 1. To re-elect John Trotman as a Director.
• 1. To re-elect Nicholas Vetch as a Director.
• 1. To re-appoint Deloitte LLP as auditors of the Company, to hold office until the conclusion of the next Annual General Meeting of the Company.
• 1. To authorise the Directors to determine Deloitte LLP's remuneration as auditors of the Company.
• 1. To approve the amendments to the rules of the Big Yellow Long Term Bonus Performance Plan (the "Plan"), further details of which are set out in the letter from the Chairman of the Remuneration Committee provided at Appendix 2 to the Notice of the Annual General Meeting, and which are contained in the rules of the Plan produced to this meeting and initialled by the Chairman for the purposes of identification, and authorise the Directors, or a duly authorised committee of them, to do all such acts and things as they may consider necessary to put the amendments into effect.
• 1. To authorise the Company to make loans to certain Directors in connection with the Plan referred to in resolution 14 above, further details of which are set out in the memorandum provided at Appendix 3 to the Notice of the Annual General Meeting and produced to this meeting and initialled by the Chairman for the purposes of identification.
• 1. To authorise the Directors generally and unconditionally pursuant to section 551 of the Companies Act 2006 (in substitution for all subsisting authorities to the extent unused)to exercise all powers of the Company to allot shares and to grant rights to subscribe for or to convert any security into shares up to an aggregate nominal amount of £8,679,665 comprising:
• (a) an aggregate nominal amount of £4,339,832.50 (whether in connection with the same offer or issue as under(b) below or otherwise); and
• (b) an aggregate nominal amount of £4,339,832.50 in the form of equity securities (within the meaning of section 560(1) of the Companies Act 2006)in connection with an offer or issue by way of rights, open for acceptance for a period fixed by the Directors, to holders of ordinary shares (other than the Company) on the register on any record date fixed by the Directors in proportion (as nearly as may be)to the respective number of ordinary shares deemed to be held by them, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, legal or practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange or any other matter whatsoever.

This authority shall expire, unless previously renewed, revoked or varied by the Company in general meeting, 15 months after the date of the passing of this resolution or, if earlier, at the conclusion of the Annual General Meeting of the Company to be held in 2013, except that the Company may at any time before the expiry of this authority make any offer or agreement which would or might require shares to be allotted or such rights to be granted after such expiry and the Directors may allot shares or grant such rights in pursuance of any such offer or agreement as if the authority conferred by this resolution had not expired.

SPECIAL RESOLUTIONS

1. To empower the Directors (in substitution for any previous powers granted to the Directors to the extent unused) pursuant to section 570 of the Companies Act 2006 to allot equity securities (as defined in section 560(1) of the Companies Act 2006)for cash pursuant to the general authority conferred on them by resolution 16 above and/or to sell equity securities held as treasury shares for cash pursuant to section 727 of the Companies Act 2006, in each case as if section 561(1) of the Companies Act 2006 did not apply to any such allotment or sale, provided that this power shall be limited to:

2. (a) any such allotment and/or sale of equity securities in connection with an offer or issue by way of rights or other pre-emptive offer or issue, open for acceptance for a period fixed by the Directors, to holders of ordinary shares (other than the Company) on the register on any record date fixed by the Directors in proportion (as nearly as may be)to the respective number of ordinary shares deemed to be held by them, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, legal or practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange or any other matter whatsoever; and

3. (b) any such allotment and/or sale, otherwise than pursuant to paragraph (a) above, of equity securities for cash, in the case of ordinary shares, having an aggregate nominal value, or, in the case of other equity securities, giving the right to subscribe for or convert into ordinary shares having an aggregate nominal value, not exceeding £658,069.

This authority shall expire, unless previously renewed, revoked or varied by the Company in general meeting, at such time as the general authority conferred on the Directors by resolution 16 above expires, except that the Company may at any time before such expiry make any offer or agreement which would or might require equity securities to be allotted or equity securities held as treasury shares to be sold after such expiry and the Directors may allot equity securities and/or sell equity securities held as treasury shares in pursuance of such an offer or agreement as if the power conferred by this resolution had not expired.

• 1. To authorise the Company generally and unconditionally to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of its ordinary shares of 10 pence each provided that:
• (a) the maximum aggregate number of ordinary shares which may be acquired is 13,019,498 representing approximately 10% of the Company's issued ordinary share capital(excluding treasury shares);
• (b) the minimum price which may be paid for any such ordinary share is 10 pence per ordinary share (excluding expenses); and
• (c) the maximum price (excluding expenses) which may be paid for an ordinary share is the higher of(i) 5% above the average of the middle market quotations for the ordinary shares as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is purchased and (ii)the price stipulated by Article 5(1) of the Buy-back and Stabilisation Regulation (EC 2273/2003).

This authority shall expire, unless previously renewed, revoked or varied, 15 months after the date of the passing of this resolution or, if earlier, at the conclusion of the Annual General Meeting of the Company to be held in 2013, except that the Company may, if it agrees to purchase ordinary shares under this authority before it expires, complete the purchase wholly or partly after this authority expires.

1. To authorise the Directors to call a general meeting of the Company, other than an annual general meeting, on not less than 14 clear days' notice.

By Order of the Board Registered Office: Shauna Beavis Unit 2,The Deans Company Secretary Bridge Road

Bagshot Surrey GU19 5AT 11 June 2012

INSPECTION OF DOCUMENTS

The following documents will be available for inspection during normal business hours on any weekday (public holidays excepted) at the registered office of the Company and at the offices of CMS Cameron McKenna LLP, Mitre House, 160 Aldersgate Street, London, EC1A 4DD from the date of this Notice until the time of the AGM and at Holborn Bars, 138-142 Holborn, London, EC1N 2NQ from 15 minutes before the AGM until it ends:

• Copies of the executive Directors' service contracts;
• Copies of the letters of appointment of the non-executive Directors;
• The rules of the Big Yellow Long Term Bonus Performance Plan, referred to in resolution 14; and
• The memorandum in relation to the proposed loans to Directors by the Company, referred to in resolution 15.

NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING:

Proxies and Corporate Representatives

1. A member who is an individual is entitled to attend, speak and vote at the Annual General Meeting or to appoint one or more other persons as his proxy to exercise all or any of his rights on his behalf. Further details of how to appoint a proxy, and the rights of proxies, are given in the paragraphs below. A member that is a company can appoint one or more corporate representatives (such as a director or employee of the company) whose attendance at the meeting is treated as if the company were attending in person, or it can appoint one or more persons as its proxy to exercise all or any of its rights on its behalf. In each case, the person attending the meeting will need to provide the Company or its registrars with evidence of their identity and, if applicable, their appointment as a proxy or corporate representative with authority to vote on behalf of a member.

2. 1. A shareholder may appoint more than one proxy in relation to the Annual General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a shareholder of the Company.To appoint a proxy or proxies, members must complete:(a) a form of proxy, sign it and return it, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such authority, to the Company's registrars, Computershare Investor Services PLC,The Pavilions, Bridgwater Road, Bristol BS99 6ZY; or(b) a CREST Proxy Instruction (as set out in paragraph 11 below); or(c) an online proxy appointment at www.eproxyappointment.com (you will need to enter the Control Number, together with your unique PIN and Shareholder Reference Number printed on your personalised form of proxy), in each case so that it is received no later than 10.00 a.m. on 6 July 2012.To appoint more than one proxy, you will need to complete a separate proxy form in relation to each appointment. A personalised proxy form for use in connection with the Annual General Meeting is enclosed with this document. If you do not have a personalised proxy form and believe that you should, or if you require additional forms, please contact the Company's registrars, Computershare Investor Services PLC, on 0870 889 3226.
3. 1. You will need to state clearly on each proxy form the number of shares in relation to which the proxy is appointed. A failure to specify the number of shares each proxy appointment relates to or specifying a number of shares in excess of those held by the member will result in the proxy appointment being invalid.
4. 1. The return of a completed proxy form or any CREST Proxy Instruction (as described in paragraph 11 below) will not prevent a shareholder attending the Annual General Meeting and voting in person if he/she wishes to do so.
5. 1. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's Register of Members in respect of the joint holding (the first-named being the most senior).

Nominated Persons

• 1. Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Annual General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
• 1. The statement of the rights of shareholders in relation to the appointment of proxies in paragraphs 1, 2 and 3 above does not apply to Nominated Persons.The rights described in those paragraphs can only be exercised by shareholders of the Company.

Entitlement to attend and vote

1. To be entitled to attend and vote at the Annual General Meeting (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the Register of Members of the Company at 6.00 p.m. on 6 July 2012 (or, in the event of any adjournment, 6.00 p.m. on the date which is two days before the time of the adjourned meeting). Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.

Total Voting Rights

1. As at 31 May 2012 (being the last practicable date prior to the publication of this notice)the Company's issued share capital consists of 131,613,732 ordinary shares, of which 1,418,750 are held in treasury. Each ordinary share carries the right to one vote at a general meeting of the Company. After excluding treasury shares, which cannot be voted, the total voting rights in the Company as at 31 May 2012 are 130,194,982.

CREST MEMBERS

• 1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Annual General Meeting and any adjournment(s) of the meeting by using the procedures described in the CREST Manual(available via www.euroclear.com/CREST). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a 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. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instruction, as described in the CREST Manual.The message, regardless of whether it constitutes the appointment of a proxy or is 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 Company's agent(ID 3RA50) by the latest time for receipt of proxy appointments set out in paragraph 2 above. 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 Company's agent is able to retrieve the message by enquiry to CRESTin the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
• 1. CREST members and, where applicable, their CREST sponsor or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CRESTfor any particular messages. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is 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 any voting service provider(s), to procure that his 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.The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Audit statements

1. Under section 527 of the Companies Act 2006 members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to:(i)the audit of the Company's accounts (including the auditor's report and the conduct of the audit)that are to be laid before the Annual General Meeting; or(ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act 2006.The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website.The business which may be dealt with at the Annual General Meeting includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.

Members' rights to ask questions

1. Any member attending the meeting has the right to ask questions.The Company must cause to be answered any such question relating to the business being dealt with at the meeting, but no such answer need be given if:(a)to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information;(b)the answer has already been given on a website in the form of an answer to a question; or(c)it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

Electronic Publication

1. A copy of this Notice, and other information required by section 311A of the Companies Act 2006, can be found at bigyellow.hemscottir.com.

Communication with the Company

1. You may not use any address and/or electronic address provided in this Notice, or any related documents including the proxy form, to communicate with the Company for any purposes other than those expressly stated.

EXPLANATORY NOTES ON THE RESOLUTIONS TO THE NOTICE OF ANNUAL GENERAL MEETING

Resolutions 1 to 16 are ordinary resolutions.These resolutions will be passed if more than 50% of the votes cast for or against are in favour.

RESOLUTION 1: REPORT AND ACCOUNTS

The Directors are required by the Companies Act 2006 to present to shareholders at a general meeting the Directors' Report and Accounts and the Auditors' Report for the year ended 31 March 2012.

RESOLUTION 2: DIRECTORS' REMUNERATION REPORT

The Companies Act 2006 requires the Company to seek shareholder approval for the Remuneration Report(which is set out in the Annual Report and Accounts) at the general meeting before which the Company's annual accounts are laid. Voting on this resolution is advisory only, which means that by voting for the resolution, shareholders indicate their approval of the report. However, should the resolution not be carried, shareholders cannot require the Company or the Board of Directors to amend its policy on the Directors' remuneration.

RESOLUTION 3: DECLARATION OF FINAL DIVIDEND

The Directors are recommending a final dividend of 5.5 pence per ordinary share of which 4.5 pence will be a property income dividend ("PID"). Subject to approval by the shareholders, the final dividend will be paid on 20 July 2012 to shareholders on the register as at 6.00 p.m. on 8 June 2012.The dividend payable for the year is based on the Company's full year distributable reserves for PID purposes, as further explained in the Financial Review section of the Annual Report and Accounts.

RESOLUTIONS 4 TO 11 (INCLUSIVE): RE-ELECTION OF DIRECTORS

In accordance with the UK Corporate Governance Code, all of the Directors of the Company will stand for re election other than Jonathan Short who shall be retiring from the end of the AGM. Each of the Directors has undergone, during the year, a performance evaluation and has demonstrated that he remains committed to the role and continues to be an effective and valuable member of the Board of Directors. Biographical details of each of the Directors can be found in Appendix 1 to these explanatory notes.

RESOLUTION 12: RE-APPOINTMENT OF AUDITORS

The auditors of the Company must be appointed at each general meeting at which accounts are laid, to hold office until the next such meeting.The Directors propose to re-appoint Deloitte LLP as auditors of the Company.

RESOLUTION 13: AUDITOR'S REMUNERATION

This resolution gives the Directors the authority to determine the remuneration ofthe auditors forthe audit work to be carried out by them in the nextfinancial year.The amount ofthe remuneration paid to the auditors forthe nextfinancial year will be disclosed in the next audited accounts ofthe Company.

RESOLUTION 14: APPROVAL OF AMENDMENTS TO THE BIG YELLOW LONG TERM BONUS PERFORMANCE PLAN (THE "PLAN")

The background to and explanation of this resolution are set out in the letter from the Chairman of the Remuneration Committee contained in Appendix 2.

RESOLUTION 15: APPROVAL OF LOANS MADE BY THE COMPANY TO CERTAIN DIRECTORS

The Directors are proposing that loans are made to the Executive Directors, namely Nicholas Vetch, James Gibson, Adrian Lee and John Trotman, to fund the acquisition of interests in shares awarded under the Plan. In accordance with the Companies Act 2006, approval of shareholders is required in relation to certain loans made by a company to its directors.The background to this resolution is set out in the letter from the Chairman of the Remuneration Committee contained in Appendix 2. Details of the loans are set out in the memorandum provided at Appendix 3.

RESOLUTION 16: AUTHORITY TO THE DIRECTORS TO ALLOT SHARES

Under the Companies Act 2006, the Directors may only allot shares if authorised to do so. If passed, this resolution will authorise the Directors to allot the Company's unissued shares up to a maximum nominal amount of £8,679,665 (up to 86,796,654 ordinary shares of 10 pence each), which is equal to approximately two-thirds of the issued ordinary share capital of the Company (excluding treasury shares) as at 31 May 2012, being the latest practicable date prior to the publication of the notice.

As provided in paragraph (a) of the resolution, up to half of this authority (equal to approximately one-third of the issued ordinary share capital of the Company (excluding treasury shares)) will enable the Directors to allot and issue new shares in whatever manner they see fit. Paragraph (b) of the resolution provides that the remainder of the authority (equal to approximately a further one-third) may only be used in connection with a rights issue in favour of ordinary shareholders. As paragraph (a)imposes no restrictions on the way the authority may be exercised, it could be used in conjunction with paragraph (b) so as to enable the whole two-thirds authority to be used in connection with a rights issue. Where usage of this authority exceeds one-third of the issued share capital, the Directors intend to follow emerging best practice as regards its use (including as to the requirement for Directors to stand for re-election).

The authority will expire 15 months after the date of passing of the resolution or, if earlier, at the conclusion of the Annual General Meeting of the Company to be held in 2013.

Passing this resolution will ensure that the Directors continue to have the flexibility to act in the best interests of shareholders, when opportunities arise, by issuing new shares.The Directors currently have no intention of issuing new shares, except for the purposes of the Company's employee share schemes.

As at 31 May 2012, being the latest practicable date prior to the publication of the notice, the Company held 1,418,750 shares in treasury, which is equal to approximately 1.09% of the total ordinary share capital of the Company in issue (excluding treasury shares).

Resolutions 17, 18 and 19 are special resolutions. These resolutions will be passed if not less than 75% of the votes cast for and against are in favour.

RESOLUTION 17: DISAPPLICATION OF STATUTORY PRE-EMPTION RIGHTS

The Companies Act 2006 requires that, if the Company issues new shares for cash or sells any treasury shares, it must first offer them to existing shareholders in proportion to their current holdings, in compliance with their statutory pre-emption rights. If passed, this resolution will authorise the Directors to modify these rights to deal with legal, regulatory or practical problems that may arise on a rights or other pre-emptive offer or issue.

The resolution also seeks shareholder authority to issue a limited number of shares for cash and/or sell a limited number of treasury shares without offering them to shareholders first.The authority is for an aggregate nominal amount of up to approximately 5% of the aggregate nominal value of the issued share capital of the Company as at 31 May 2012, being the latest practicable date prior to the publication of the notice (up to 6,580,686 new ordinary shares of 10 pence each).The authority will expire at the same time as the authority to allot shares given pursuant to resolution 16. In accordance with ABI guidelines, the Directors confirm that they do not intend to issue more than 7.5% of the total issued ordinary share capital for cash on a non-pre-emptive basis in any rolling three-year period.

The Directors consider this authority necessary in order to give them flexibility to deal with opportunities as they arise, subject to the restrictions contained in the resolution.

RESOLUTION 18: PURCHASE OF OWN SHARES BY THE COMPANY

This resolution will grant the Company authority to buy its own shares in the market, subject to the constraints set out in the resolution.The resolution limits the number of shares that may be purchased to 10% of the issued share capital of the Company (excluding treasury shares) as at 31 May 2012, being the latest practicable date prior to the publication of the notice.The resolution sets out the maximum and minimum prices that can be paid.

The Directors' current intention is that shares purchased pursuant to this authority (to the extent statutory requirements are met and provided any treasury shares held do not exceed 10% of the issued share capital of the Company) will be held in treasury for future cancellation, sale for cash, or (provided Listing Rule requirements are met)transfer to an employee share scheme. However, shares repurchased by the Company, may, in the light of the circumstances existing at the time of the repurchase, also be immediately cancelled.The effect of any cancellation would be to reduce the number of shares in issue. For most purposes, while held in treasury, shares are treated as if they had been cancelled (for example, they carry no voting rights and do not rank for dividends).The Directors will only make purchases under this authority if they believe to do so would result in an increase in earnings per share and would be in the interests of shareholders generally.

As at 31May 2012, being the latest practicable date priorto the publication ofthe notice, options were outstanding over 1,750,208 ordinary shares of 10 pence each in the Company representing approximately 1.34% ofthe issued share capital ofthe Company (excluding treasury shares) atthat date. Ifthe proposed market purchase authority were used in full, shares over which options were outstanding would, as at 31May 2012, being the latest practicable date priorto the publication ofthe notice, represent approximately 1.49% ofthe Company's adjusted issued share capital(excluding treasury shares) atthat date.

RESOLUTION 19: NOTICE OF GENERAL MEETINGS

To comply with rules implementing the Shareholder Rights Directive, in order to preserve flexibility to call general meetings (other than an Annual General Meeting) on 14 clear days' notice, the Company must offer all shareholders the opportunity to appoint a proxy electronically (via the website of the Company or its registrars) and must obtain the approval of its shareholders by means of a special resolution passed each year. Resolution 19 seeks such approval which, if granted, will be effective until the Company's next Annual General Meeting when it is intended that a similar resolution will be proposed. The Company is in compliance with the requirement to make electronic voting available to all shareholders. It is intended that this flexibility will only be used for non-routine business and where merited in the interests of shareholders as a whole.

APPENDIX 1

Directors' Biographies

Executive Directors

James Gibson, aged 51, Chief Executive Officer, co-founded Big Yellow in September 1998. He is a Chartered Accountant having trained with Arthur Andersen & Co. where he specialised in the property and construction sectors, before leaving in 1989. He was Finance Director of Heron Property Corporation Limited and then Edge Properties plc which he joined in 1994. Edge Properties was listed on the Official List of the London Stock Exchange in 1996 and then taken over by Grantchester Properties plc in 1998. He is also a Non-Executive Director and shareholder of AnyJunk Limited.

Adrian Lee, aged 46, Operations Director, was previously a senior Executive at Edge Properties plc, which he joined in 1996. Prior to that he was a corporate financier at Lazard for five years, having previously qualified as a surveyor at Knight Frank. He was appointed to the Board in May 2000.

John Trotman, aged 34, Chief Financial Officer, is a Chartered Accountant having trained with Deloitte LLP, where he specialised in the real estate sector and self storage. On leaving Deloitte in 2005, John worked for a subsidiary of the Kajima Corporation. He joined Big Yellow in June 2007, and was appointed to the Board in September 2007.

Nicholas Vetch, aged 51, Executive Chairman, co-founded Big Yellow in September 1998. Prior to that he was joint Chief Executive of Edge Properties plc, which he co-founded in 1989 and which was subsequently listed on the Official List of the London Stock Exchange in 1996 and then taken over by Grantchester Properties plc in 1998. He is also a Non-Executive Director of Blue Self Storage S.L., a self storage operation in Spain, and a Non-Executive Director of Local Shopping REIT plc.

Non-Executive Directors

Philip Burks, aged 53, Non-Executive Director, co-founded Big Yellow in September 1998. Prior to that he was joint Chief Executive of Edge Properties plc which he co-founded in 1989 and which was subsequently listed on the Official List of the London Stock Exchange in 1996 and then taken over by Grantchester Properties plc in 1998. Philip was the Group's Property Director until 30 March 2007, at which date he stepped down to become a Non-Executive Director. He was appointed a Non-Executive Director of Goals Soccer Centres plc in December 2010.

Tim Clark, aged 61, Non-Executive Director. He was a partner in Slaughter and May, one of the leading international law firms in the world, for 25 years; initially working as a corporate and M&A adviser to a range of companies and institutions and then for the last seven years as senior partner(before retiring in April 2008). He is also Deputy Chairman of G3, and a Director/trustee of the COIF charitable funds. He is also a Senior Adviser to Chatham House and a member of the International Chamber of Commerce UK Governing Body, the Advisory Board of Uria Menendez, the Board of the Royal NationalTheatre and the Development Committee of the National Gallery. He is Chairman of the trustees of the EconomistTrust and a member of the Audit Committee of the Wellcome Trust. He was appointed to the Board in August 2008.

Steve Johnson, aged 48, Non-Executive Director, started his career at Bain in the 1980s before joining Asda in 1993, where he carried out a number of roles, culminating in Marketing Director. He left Asda in 2000, to join GUS as a Sales & Marketing Director, departing in 2002 to take up his first CEO role at Focus DIY, where he remained until 2007. He joined Woolworths as part of the final turnaround team in late 2008. He has most recently been working as an operating executive forTexas Pacific Group, and was appointed as the Executive Chairman of Dreams in July 2011. He joined the Board in September 2010.

Mark Richardson, aged 55, Non-Executive Director, retired from Deloitte in 2008 after a career there of 29 years, the last 19 as an audit partner specialising in clients in the Real Estate and Construction sectors. Mark is a co-opted member of the Audit and Risk Committee of the Natural History Museum and he is also a trustee of the children's communication charity ICAN. He was appointed to the Board in July 2008 and is chairman of the Audit Committee.

APPENDIX 2

Letter from the Chairman of the Remuneration Committee

Dear Shareholder

Introduction

The purpose of this letter is to provide information to shareholders on proposed amendments to the existing Big Yellow Long Term Bonus Performance Plan (the "Plan") which are the subject of Resolution 14 and the proposed loans to be made by the Company to certain directors, namely Nicholas Vetch, James Gibson, Adrian Lee and John Trotman (the "Executive Directors") which are the subject of Resolution 15 at the AGM to be held on 10 July 2012.

In essence, these amendments provide for an extension of the Plan through the grant of additional awards to the Executive Directors as the awards made in 2009 mature. Other minor amendments are proposed which do not change the practical operation of the Plan but are required to take account of recent changes in tax legislation.

Background

The Plan was approved by shareholders in July 2009, following which awards were made to the Executive Directors in August 2009.These initial awards covered a three year period and are therefore due to mature in August 2012.

The Remuneration Committee of the Board (the "Committee") has given careful consideration to the operation of the Plan and its support for the Company's strategy through its focus on achieving a range of KPIs.The Committee is of the view that the most appropriate way to ensure that executive remuneration remains competitive, provides incentive and lock-in, minimises cost and conserves the cash resources of the Company is to continue the Plan and therefore make further awards.

The Committee therefore proposes that new awards are made to the Executive Directors after the AGM.These awards will again cover a three year period with vesting in 2015. It is not intended that any further awards will be made to the four current Executive Directors under the Plan until at least 2015.

The new awards will be over the same total number of shares as in 2009 (i.e. 1,500,000). Shareholders are asked to approve an amendment to the rules which would exclude these 2012 awards from the individual limit currently contained in the rules of the Plan which restricts the level of award which can be made to any employee in a financial year to 100% of salary.

The Committee has consulted with major shareholders on the proposed new awards.

Structure of proposed awards

The new awards will be structured in the same way as the awards made in 2009.

In particular:

• the maximum payout will be capped at £2 per share;
• vesting will be subject to financial and non-financial performance targets set annually to align with strategy (and described in the Directors Remuneration Report for the relevant year);
• provisional annual vestings may be clawed back if subsequent performance during the three year period is below targets;
• 50% of any awards which vest(after permitted sales to meet tax liabilities) will be subject to a further two year holding period (half of these shares must be held for a further one year and the other half for a further two years).

Award levels

The table below shows the number of shares in which each Executive Director will be awarded an interest and the maximum payout(subject to the satisfaction of the performance conditions)to each Executive Director at the end of the three year performance period.

Executive Director	Role	Number of shares in which the Executive Director will have an interest	Maximum payout after three years
Nicholas Vetch	Executive Chairman	337,500	£675,000
James Gibson	Chief Executive Officer	487,500	£975,000
Adrian Lee	Operations Director	337,500	£675,000
John Trotman	Chief Financial Officer	337,500	£675,000
		1,500,000	£3,000,000

In the case of the Chief Executive Officer, the maximum payout under the Plan (calculated on an annual basis i.e. divided over the three year performance period)together with his maximum annual bonus opportunity represents approximately 144% of salary.

It is anticipated that awards will be satisfied through a combination of shares already held in the Company's employee benefit trust, treasury shares and new issue shares.The usage of new issue shares will remain within the dilution limits contained in the Plan rules.

Director loans

The 2009 awards involved the Executive Directors acquiring interests in the shares subject to their awards from the Company's employee benefit trust on deferred payment terms. Due to legislative changes it is proposed that the Executive Directors will now pay for the share interests awarded upfront using a loan provided by the Company. In accordance with the Companies Act 2006, approval of shareholders is required in relation to certain loans made by a company to its directors. Shareholders are therefore asked to approve loans to the Executive Directors for this purpose.

Recommendation

The Committee's proposal is effectively a continuation of the strategy approved by shareholders in 2009 – a strategy which, in the Committee's view, has worked well for the benefit of the company and its shareholders. It meets the objectives of aligning executive remuneration with the strategic approach of the Company (including conservation of cash resources) while enabling the Company to meet its established remuneration policy.

The Directors recommend you to vote in favour of the resolutions relating to the approval of the proposed new arrangements relating to the Plan and approval of loans to the Executive Directors, as they intend to do in respect of their own beneficial holdings in shares.

Tim Clark

Chairman of the Remuneration Committee

APPENDIX 3

Loans to Directors from the Company

Memorandum pursuant to section 197 of the Companies Act 2006

Subject to approval by the members of the Company, it is proposed that the Company make the following loans to Directors of the Company:

• (1) up to £151,875 to Nicholas Vetch;
• (2) up to £219,375 to James Gibson;
• (3) up to £151,875 to Adrian Lee; and
• (4) up to £151,875 to John Trotman.

The loans are to be made in connection with awards to be made to the above Directors (the "Executive Directors") under the Big Yellow Long Term Bonus Performance Plan (the "Plan").The loans are to be used by the Executive Directors to acquire interests in shares awarded under the Plan.

The loans will be unsecured and no interest will be payable.

There is no fixed repayment date for the loans. If the relevant Plan award vests, the Executive Directors will be required to repay the loans from the amounts due to them on the vesting of their awards. If the award does not vest, the Executive Directors will be required to repay the loans from the proceeds of sale to the Company's employee benefit trust of their interest in the shares subject to the award. If the sale of the Executive Directors' interests does not provide a sufficient amount to repay the loans, the Company will pay a cash bonus equal to the amount of the shortfall to the Executive Directors to enable them to repay their loans. Any tax and National Insurance contributions arising will be borne by the respective party on whom the obligation falls.

Except as described above or as issuer of the relevant shares in which an interest is awarded under the Plan, the Company will have no liability under any other transaction in connection with the loans.