Big Yellow Group PLC — Proxy Solicitation & Information Statement 2011

Jun 14, 2011

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 or transferee, or to the person who arranged the sale or transfer, so they can pass these documents to the person who now holds 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 20 Moorgate, London EC2R 6DA on 18 July 2011 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 card in accordance with the instructions printed on the enclosed form. The proxy card 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 14 July 2011. Completion and return of the proxy card will not preclude you from attending and voting at the Annual General Meeting.

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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

14 June 2011

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 18 July 2011 at 10.00 a.m. at 20 Moorgate, London EC2R 6DA.

The formal notice of AGM is set out on pages 3 to 4 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 4 to 8 of this document.

If you would like to vote on the resolutions but cannot come to the AGM, please fill in the proxy card 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 14 July 2011. 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

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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 20 Moorgate, London EC2R 6DA on 18 July 2011 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 16 to 18 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 2011.
2. To approve the Directors' Remuneration Report for the year ended 31 March 2011.
3. Upon the recommendation of the Directors, to declare a final dividend of five pence per ordinary share for the year ended 31 March 2011, which shall be payable on 20 July 2011 to shareholders who are on the Register of Members as at 6.00 p.m. on 10 June 2011.
4. To re-appoint Steve Johnson as a Director.
5. To re-elect Tim Clark as a Director.
6. To re-elect Jonathan Short as a Director.
7. To re-elect Phillip Burks as a Director.
8. To re-elect Mark Richardson as a Director.
9. To re-elect Nicholas Vetch as a Director.
10. To re-elect James Gibson as a Director.
11. To re-elect Adrian Lee as a Director.
12. To re-elect John Trotman as a Director.
13. 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.
14. To authorise the Directors to determine Deloitte LLP's remuneration as auditors of the Company.
15. 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 £8,738,697 comprising:

(a) an aggregate nominal amount of £4,369,348.50 [whether in connection with the same offer or issue as under (b) below or otherwise]; and
(b) an aggregate nominal amount of £4,369,348.50 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 2012, 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 15 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:

(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
(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 the sum of £655,402.

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 15 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.

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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 13,108,046 representing approximately 10% of the Company's issued ordinary share capital;

(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 (exclusive of 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 2012, 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
Shauna Beavis
Company Secretary

Registered Office:
Unit 2, The Deans
Bridge Road
Bagshot
Surrey GU19 5AT
14 June 2011

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 20 Moorgate, London EC2R 6DA from 15 minutes before the AGM until it ends:

• Copies of the Executive Directors' service contracts; and
• Copies of the letters of appointment of the Non-Executive Directors.

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. 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 proxy card), in each case so that it is received no later than 10.00 a.m. on 14 July 2011. To appoint more than one proxy, you will need to complete a separate proxy card in relation to each appointment. A personalised proxy card for use in connection with the Annual General Meeting is enclosed with this document. If you do not have a personalised proxy card and believe that you should, or if you require additional proxy cards, please contact the Company's registrars, Computershare Investor Services PLC, on 0870 889 3226.

3. You will need to state clearly on each proxy card 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. The return of a completed proxy card 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. 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).

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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.

2. 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 14 July 2011 [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 7 June 2011 [being the last practicable date prior to the publication of this notice] the Company's issued share capital consists of 131,080,462 ordinary shares carrying one vote each. Therefore, the total voting rights in the Company as at 7 June 2011 are 131,080,462.

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.

2. 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 CREST in 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.

3. 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 CREST for 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.

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

Resolutions 1 to 15 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 2011.

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.

RESOLUTION 3: DECLARATION OF FINAL DIVIDEND

The Directors are recommending a final dividend of five pence per ordinary share of which two pence will be a property income dividend ("PID"). Subject to approval by the shareholders, the final dividend will be paid on 20 July 2011 to shareholders on the register as at 6.00 p.m. on 10 June 2011. 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.

RESOLUTION 4: DIRECTOR APPOINTED SINCE THE LAST ANNUAL GENERAL MEETING

The Company's Articles of Association provide that any Director who has been appointed by the Board since the last annual general meeting is required to retire and be considered for re appointment. Steve Johnson was appointed on 24 September 2010 and will retire at the Annual General Meeting and, being eligible, offers himself for re-appointment.

RESOLUTIONS 5 TO 12 (INCLUSIVE): RE-ELECTION OF DIRECTORS

In accordance with the UK Corporate Governance Code published in May 2010, all of the other Directors of the Company will also stand for re-election. 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 the Appendix to these explanatory notes.

RESOLUTION 13: 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 14: AUDITORS' REMUNERATION

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

RESOLUTION 15: 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 £8,738,697 (up to 87,386,975 ordinary shares of 10 pence each), which is equal to approximately two-thirds of the issued ordinary share capital of the Company as at 7 June 2011, 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) 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 the one-third threshold in the circumstances set out in the guidance issued by the Association of British Insurers (the "ABI"), the Directors will stand for re-election at the following Annual General Meeting, to the extent required by the ABI.

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 2012.

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 7 June 2011, being the latest practicable date prior to the publication of the notice, the Company did not hold any shares in treasury.

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Resolutions 16, 17, and 18 are special resolutions. These resolutions will be passed if not less than 75% of the votes cast for and against are in favour.

RESOLUTION 16: 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 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 7 June 2011, being the latest practicable date prior to the publication of the notice [up to 6,554,023 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 15. 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 17: AUTHORITY AS TO PURCHASE OWN SHARES

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 as at 7 June 2011, 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 7 June 2011, being the latest practicable date prior to the publication of the notice, options were outstanding over 1,738,292 ordinary shares of 10 pence each in the Company representing approximately 1.33% of the issued share capital of the Company at that date. If the proposed market purchase authority were used in full, shares over which options were outstanding would, as at 7 June 2011, being the latest practicable date prior to the publication of the notice, represent approximately 1.47% of the Company's adjusted issued share capital at that date.

RESOLUTION 18: NOTICE OF GENERAL MEETINGS

Following the introduction of new rules on 3 August 2009 to implement 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 18 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.

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APPENDIX

DIRECTORS' BIOGRAPHIES

Executive Directors

Nicholas Vetch, aged 50, Executive Chairman, is a co-founder of Big Yellow in September 1998. Prior to that he was joint Chief Executive of Edge Properties plc, which he co-founded in 1989 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.

James Gibson, aged 50, Chief Executive Officer, is a co-founder of 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 Any Junk Limited.

Adrian Lee, aged 45, 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 33, 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.

Non-Executive Directors

Tim Clark, aged 60, 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 CDIF 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 National Theatre and the Development Committee of the National Gallery. He is Chairman of the trustees of the Economist Trust and a member of the Audit Committee of the Wellcome Trust. He was appointed to the Board in August 2008.

Jonathan Short, aged 49, Non-Executive Director, Founding Partner and Executive Chairman of Internos Real Investors LLP, a pan European real estate investment management business. Non-Executive Director of Great Portland Estates plc, Independent Director to the Grosvenor Shopping Centre Fund and Trustee and UK Chairman of the Urban Land Institute. He was appointed to the Board in February 2000.

Philip Burks, aged 52, Non-Executive Director, is a co-founder of Big Yellow in September 1998. Prior to that he was joint Chief Executive of Edge Properties plc which he co-founded in 1989 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.

Mark Richardson, aged 54, 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.

Steve Johnson, aged 47, 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. Steve's most recent Executive appointment was at Woolworths which he joined as part of the final turnaround team in late 2008. He has most recently been working as an operating executive for Texas Pacific Group. He joined the Board in September 2010.