Safestore Holdings PLC

Pre-Annual General Meeting Information • Mar 20, 2013

THE COMPANIES ACT 2006

COMPANY LIMITED BY SHARES

RESOLUTION

of

SAFESTORE HOLDINGS PLC

(Passed 20 March 2013)

At the General Meeting of the above-named Company, duly convened and held at Britannic House, Stirling Way, Borehamwood, Hertfordshire WD6 2BT on 20 March 2013 at 12.30 p.m., the following resolution was passed as a Special Resolution.

SPECIAL RESOLUTION

THAT the Articles of Association be and they are hereby amended by the insertion of the following as a new Article 149:

REAL ESTATE INVESTMENT TRUST 149.

Cardinal Principal 149.1.

• It is a cardinal principle that, for so long as the Company is the principal 149.1.1 company in a real estate investment trust ("REIT") for the purposes of Part 12 of the CTA 2010, as such Part may be modified, supplemented or replaced from time to time, no member of the Group should be liable to pay tax under section 551 CTA 2010 (as such legislation may be modified, supplemented or replaced from time to time) on or in connection with the making of a Distribution.
• This Article 149 supports such cardinal principle by, among other things, 149.1.2 imposing restrictions and obligations on the shareholders of the Company and, indirectly, certain other Persons who may have an interest in the Company, and shall be construed accordingly so as to give effect to such cardinal principle.

149.2 Definitions and Interpretation

• For the purposes of this Article 149, the following words and expressions shall 149.2.1 bear the following meanings:
• "business day" means a day (not being a Saturday or Sunday) on $(a)$ which banks are normally open for business in London;
• "CTA 2010" means the Corporation Tax Act 2010; $(b)$

• "Distribution" means any dividend or other distribution on or in $(c)$ respect of the shares of the Company and references to a Distribution being paid include a distribution not involving a cash payment being made;

• "Distribution Transfer" means a disposal or transfer (however $(d)$ effected) by a Person of his rights to a Distribution from the Company such that he is not beneficially entitled (directly or indirectly) to such a Distribution and no Person who is so entitled subsequent to such disposal or transfer (whether the immediate transferee or not) is (whether as a result of the transfer or not) a Substantial Shareholder;

• "Distribution Transfer Certificate" means a certificate in such form $(e)$ as the directors may specify from time to time to the effect that the relevant Person has made a Distribution Transfer, which certificate may be required by the directors to satisfy them that a Substantial Shareholder is not beneficially entitled (directly or indirectly) to a Distribution;
• "Excess Charge" means, in relation to a Distribution which is paid or $(f)$ payable to a Person, all tax or other amounts which the directors consider may become payable by the Company or any other member of the Group under section 551 CTA 2010 (as such legislation may be modified, supplemented or replaced from time to time) and any interest, penalties, fines or surcharge attributable to such tax as a result of such Distribution being paid to or in respect of that Person;
• "Group" means the Company and the other companies in its group for $(g)$ the purposes of section 606 of CTA 2010 (as such section may be modified, supplemented or replaced from time to time);
• "HMRC" means HM Revenue & Customs; $(h)$
• "interest in the Company" includes, without limitation, an interest in $(i)$ a Distribution made or to be made by the Company;
• "Person" includes a body of Persons, corporate or unincorporated, $(i)$ wherever domiciled;
• "Relevant Registered Shareholder" means a shareholder who holds $(k)$ all or some of the shares in the Company that comprise a Substantial Shareholding (whether or not a Substantial Shareholder);
• "Reporting Obligation" means any obligation from time to time of $(1)$ the Company to provide information or reports to HMRC as a result of or in connection with the Company's status as a REIT;
• "Substantial Shareholding" means the shares in the Company in $(m)$ relation to which or by virtue of which (in whole or in part) a Person is a Substantial Shareholder; and
• "Substantial Shareholder" means any Person whose interest in the $(n)$ Company, whether legal or beneficial, direct or indirect, may cause any member of the Group to be liable to pay tax under Chapter 6, Part 12 CTA 2010, and in particular section 551 of CTA 2010 (as such legislation may be modified, supplemented or replaced from time to time) on or in connection with the making of a Distribution to or in respect of such Person including, at the date of adoption of this Article, any Person who is a "holder of excessive rights" as defined in section 553 CTA 2010.

• Where under this Article 149 any certificate or declaration may be or is required 149.2.2 to be provided by any Person (including, without limitation, a Distribution Transfer Certificate), such certificate or declaration may be required by the directors (without limitation):

• to be addressed to the Company, the directors or such other Persons as $(a)$ the directors may determine (including HMRC);

• to include such information as the directors consider is required for the $(b)$ Company to comply with any Reporting Obligation:
• to contain such legally binding representations and obligations as the $(c)$ directors may determine;
• to include an undertaking to notify the Company if the information in $(d)$ the certificate or declaration becomes incorrect, including prior to such change;
• to be copied or provided to such Persons as the directors may determine $(e)$ (including HMRC); and
• to be executed in such form (including as a deed or deed poll) as the $(f)$ directors may determine.
• This Article 149 shall apply notwithstanding any provisions to the contrary in 149.2.3 any other Article (including, without limitation, Articles 122 to 134 inclusive (Dividends)).

Notification of Substantial Shareholder and other status 149.3

• Each shareholder and any other relevant Person shall serve notice in writing on 149.3.1 the Company at its registered office on:
• him becoming a Substantial Shareholder or him being a Substantial $(a)$ Shareholder on the date this Article comes into effect (together with the percentage of voting rights, share capital or dividends he controls or is beneficially entitled to, details of the identity of the shareholder(s) who hold(s) the relevant Substantial Shareholding and such other information, certificates or declarations as the directors may require from time to time):
• him becoming a Relevant Registered Shareholder or being a Relevant $(b)$ Registered Shareholder on the date this Article comes into effect (together with such details of the relevant Substantial Shareholder and such other information, certificates or declarations as the directors may require from time to time); and
• any change to the particulars contained in any such notice, including on $(c)$ the relevant Person ceasing to be a Substantial Shareholder or a Relevant Registered Shareholder.
• Any such notice shall be delivered by the end of the second business day after the 149.3.2 day on which the Person becomes a Substantial Shareholder or a Relevant Registered Shareholder (or the date this Article comes into effect, as the case may be) or the change in relevant particulars or within such shorter or longer period as the directors may specify from time to time.
• The directors may at any time give notice in writing to any Person requiring him, 149.3.3 within such period as may be specified in the notice (being seven days from the date of service of the notice or such shorter or longer period as the directors may specify in the notice), to deliver to the Company at its registered office such information, certificates and declarations as the directors may require to establish whether or not he is a Substantial Shareholder or a Relevant Registered Shareholder or to comply with any Reporting Obligation. Each such Person shall deliver such information, certificates and declarations within the period specified in such notice.

149.4 Distributions in respect of Substantial Shareholdings

• In respect of any Distribution, the directors may, if the directors determine that 149.4.1 the condition set out in Article 149.4.2 is satisfied in relation to any shares in the Company, withhold payment of such Distribution on or in respect of such shares. Any Distribution so withheld shall be paid as provided in Article 149.4.3 and until such payment the Persons who would otherwise be entitled to the Distribution shall have no right to the Distribution or its payment.
• The condition referred to in Article 149.4.1 is that, in relation to any shares in the 149.4.2 Company, and Distribution to be paid or made on and in respect of such shares:
• the directors believe that such shares comprise all or part of a $(a)$ Substantial Shareholding of a Substantial Shareholder; and
• the directors are not satisfied that such Substantial Shareholder would $(b)$ not be beneficially entitled to the Distribution if it was paid, and, for the avoidance of doubt, if the shares comprise all or part of a Substantial Shareholding in respect of more than one Substantial Shareholder this condition is not satisfied unless it is satisfied in respect of all such Substantial Shareholders.
• If a Distribution has been withheld on or in respect of any shares in the Company 149.4.3 in accordance with Article 149.4.1, it shall be paid:
• if it is subsequently established to the satisfaction of the directors that $(a)$ the condition in Article 149.4.2 is not or is no longer satisfied in relation to such shares, in which case the whole amount of the Distribution withheld shall be paid: or
• if the directors are satisfied that sufficient interests in all or some of the $(b)$ shares concerned have been transferred to a third party so that such transferred shares no longer form part of the Substantial Shareholding, in which case the Distribution attributable to such shares shall be paid (provided the directors are satisfied that following such transfer such shares do not form part of a Substantial Shareholding); or
• if the directors are satisfied that as a result of a transfer of interests in $(c)$ shares referred to in 149.4.3(b) above the remaining shares no longer form part of a Substantial Shareholding, in which case the Distribution attributable to such shares shall be paid.

In this Article 149.4.3, references to the "transfer" of a share include the disposal (by any means) of beneficial ownership of, control of voting rights in respect of and beneficial entitlement to dividends in respect of, that share.

• A Substantial Shareholder may satisfy the directors that he is not beneficially 149.4.4 entitled to a Distribution by providing a Distribution Transfer Certificate. The directors shall be entitled to (but shall not be bound to) accept a Distribution Transfer Certificate as evidence of the matters therein stated and the directors shall be entitled to require such other information, certifications or declarations as they think fit.
• The directors may withhold payment of a Distribution on or in respect of any 149.4.5 shares in the Company if any notice given by the directors pursuant to Article 149.3.3 in relation to such shares shall not have been complied with to the satisfaction of the directors within the period specified in such notice. Any Distribution so withheld will be paid when the notice is complied with to the satisfaction of the directors unless the directors withhold payment pursuant to

Article 149.4.1 and until such payment the Persons who would otherwise be entitled to the Distribution shall have no right to the Distribution or its payment.

• If the directors decide that payment of a Distribution should be withheld under 149.4.6 Articles 149.4.1 or 149.4.5, they shall within five business days give notice in writing of that decision to the Relevant Registered Shareholder.
• 149.4.7 If any Distribution shall be paid on a Substantial Shareholding and an Excess Charge becomes payable, the Substantial Shareholder shall pay the amount of such Excess Charge and all costs and expenses incurred by the Company in connection with the recovery of such amount to the Company on demand by the Company. Without prejudice to the right of the Company to claim such amount from the Substantial Shareholder, such recovery may be made out of the proceeds of any disposal pursuant to Article 149.6.2 or out of any subsequent Distribution in respect of the shares to such Person or to the shareholders of all shares in relation to or by virtue of which the directors believe that Person has an interest in the Company (whether that Person is at that time a Substantial Shareholder or not).

149.5 Distribution trust

• If a Distribution is paid on or in respect of a Substantial Shareholding except 149.5.1 where the Distribution is paid in circumstances where the directors are satisfied that the Substantial Shareholder is not beneficially entitled to the Distribution, the Distribution and any income arising from it shall be held by the payee or other recipient to whom the Distribution is transferred by the payee on trust absolutely for the Persons nominated by the relevant Substantial Shareholder under Article 149.5.2 in such proportions as the relevant Substantial Shareholder shall in the nomination direct or, subject to and in default of such nomination being validly made within 12 years after the date the Distribution is made, for the Company or such other Person as may be nominated by the Directors from time to time.
• The relevant Substantial Shareholder of shares of the Company in respect of 149.5.2 which a Distribution is paid shall be entitled to nominate in writing any two or more Persons (not being Substantial Shareholders) to be the beneficiaries of the trust on which the Distribution is held under Article 149.5.1 and the Substantial Shareholder may in any such nomination state the proportions in which the Distribution is to be held on trust for the nominated Persons, failing which the Distribution shall be held on trust for the nominated Persons in equal proportions. No Person may be nominated under this Article who is or would, on becoming a beneficiary in accordance with the nomination, become a Substantial Shareholder. If the Substantial Shareholder making the nomination is not by virtue of Article 149.5.1 the trustee of the trust, the nomination shall not take effect until it is delivered to the Person who is the trustee.
• 149.5.3 Any income arising from a Distribution which is held on trust under Article 149.5.1 shall until the earlier of (i) the making of a valid nomination under Article 149.5.2 and (ii) the expiry of the period of 12 years from the date when the Distribution is paid be accumulated as an accretion to the Distribution. Income shall be treated as arising when payable, so that no apportionment shall take place.
• 149.5.4 No Person who by virtue of Article 149.5.1 holds a Distribution on trust shall be under any obligation to invest the Distribution or to deposit it in an interestbearing account.
• 149.5.5 No Person who by virtue of Article 149.5.1 holds a Distribution on trust shall be liable for any breach of trust unless due to his own wilful fraud or wrongdoing or,

in the case of an incorporated Person, the fraud or wilful wrongdoing of its directors, officers or employees.

149.6 Obligation to dispose

• If at any time, the directors believe that: 149.6.1
• in respect of any Distribution declared or announced, the condition set $(a)$ out in Article 149.4.2 is satisfied in respect of any shares in the Company in relation to that Distribution;
• a notice given by the Directors pursuant to Article 149.3.3 in relation to $(b)$ any shares in the Company has not been complied with to the satisfaction of the directors within the period specified in such notice; $\alpha$ ^r
• any information, certificate or declaration provided by a Person in $(c)$ relation to any shares in the Company for the purposes of the preceding provisions of this Article 149 was materially inaccurate or misleading, the directors may give notice in writing (a "Disposal Notice") to any Persons they believe are Relevant Registered Shareholders in respect of the relevant shares requiring such Relevant Registered Shareholders within 21 days of the date of service of the notice (or such longer or shorter time as the directors consider to be appropriate in the circumstances) to dispose of such number of shares as the directors may in such notice specify or to take such other steps as will cause that condition set out in Article 149.4.2 no longer to be satisfied. The directors may, if they think fit, withdraw a Disposal Notice.

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149.6.2 \qquad \text{If}
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• the requirements of a Disposal Notice are not complied with to the $(a)$ satisfaction of the directors within the period specified in the relevant notice and the relevant Disposal Notice is not withdrawn; or
• a Distribution is paid on a Substantial Shareholding and an Excess $(b)$ Charge becomes payable, the directors may arrange for the Company to sell all or some of the shares to which the Disposal Notice relates or, as the case may be, that form part of the Substantial Shareholding concerned. For this purpose, the directors may make such arrangements as they deem appropriate. In particular, without limitation, they may authorise any officer or employee of the Company to execute any transfer or other document on behalf of the holder or holders of the relevant shares and, in the case of shares in uncertificated form, may make such arrangements as they think fit on behalf of the relevant holder or holders to transfer title to the relevant share through a relevant system.
• Any sale pursuant to Article 149.6.2 above shall be at the price which the 149.6.3 directors consider is the best price reasonably obtainable and the directors shall not be liable to the holder or holders of the relevant shares for any alleged deficiency in the amount of the sale proceeds or any other matter relating to the sale.
• The net proceeds of the sale of any shares under Article 149.6.2 (less any amount 149.6.4 to be retained pursuant to Article 149.4.7 and the expenses of sale) shall be paid over by the Company to the former holder or holders of the relevant shares upon surrender of any certificate or other evidence of title relating to it, without interest. The receipt of the Company shall be a good discharge for the purchase money.

149.6.5 The title of any transferee of shares shall not be affected by an irregularity or invalidity of any actions purportedly taken pursuant to this Article 149.6.

149.7 General

• 149.7.1 The directors shall be entitled to presume without enquiry, unless any director has reason to believe otherwise, that a Person is not a Substantial Shareholder or a Relevant Registered Shareholder.
• 149.7.2 The directors shall not be required to give any reasons for any decision or determination (including any decision or determination not to take action in respect of a particular Person) pursuant to this Article 149 and any such determination or decision shall be final and binding on all Persons unless and until it is revoked or changed by the directors. Any disposal or transfer made or other thing done by or on behalf of the board or any director pursuant to this Article 149 shall be binding on all Persons and shall not be open to challenge on any ground whatsoever.
• 149.7.3 Without limiting their liability to the Company, the directors shall be under no liability to any other Person, and the Company shall be under no liability to any shareholder or any other Person, for identifying or failing to identify any Person as a Substantial Shareholder or a Relevant Registered Shareholder.
• 149.7.4 The directors shall not be obliged to serve any notice required under this Article 149 upon any Person if they do not know either his identity or his address. The absence of service of such a notice in such circumstances or any accidental error in or failure to give any notice to any Person upon whom notice is required to be served under this Article 149 shall not prevent the implementation of or invalidate any procedure under this Article 149.
• 149.7.5 The provisions of Articles 137 to 143 inclusive shall apply to the service upon any Person of any notice required by this Article 149. Any notice required by this Article 149 to be served upon a Person who is not a shareholder or upon a Person who is a shareholder but whose address is not within the United Kingdom and who has failed to supply to the company an address within the United Kingdom pursuant to Article 137, shall be deemed validly served if such notice is sent through the post in a pre-paid cover addressed to that Person or shareholder at the address, if any, at which the directors believe him to be resident or carrying on business or, in the case of a holder of depository receipts or similar securities, to the address, if any, in the register of holders of the relevant securities. Service shall, in such a case be deemed to be effected on the day of posting and it shall be sufficient proof of service if that notice was properly addressed, stamped and posted.
• 149.7.6 Any notice required or permitted to be given pursuant to this Article 149 may relate to more than one share and shall specify the share or shares to which it relates.
• 149.7.7 The directors may require from time to time any Person who is or claims to be a Person to whom a Distribution may be paid without deduction of tax under Regulation 7 of the Real Estate Investment Trusts (Assessment and Recovery of Tax) Regulations 2006 to provide such certificates or declarations as they may require from time to time.
• 149.7.8 This Article 149 may be amended by Special Resolution from time to time, including to give powers to the directors to take such steps as they may require in order to ensure that the Company can satisfy Condition D in Section 528(4) of CTA 2010 (as such section may be modified, supplemented or replaced from

time to time) which relates to close company status, which powers may include the ability to arrange for the sale of shares on behalf of shareholders.

Company Secretary