Segro PLC — AGM Information 2014

Mar 12, 2014

SEGRO plc (the "Issuer")

Cunard House 15 Regent Street London SW1Y 4LR

Company Number 167591

NOTICE TO THE HOLDERS OF THE

£150m 6.25% notes due 2015 (ISIN: XS0093802055) £225m 6.75% notes due 2024 (ISIN: XS0107099466) £150m 7% notes due 2022 (ISIN: XS0125077122) £200m 5.50% notes due 2018 (ISIN: XS0221323693) £250m 5.625% notes due 2020 (ISIN: XS0236149877) £200m 5.75% notes due 2035 (ISIN: XS0221324154) £300m 6.75% notes due 2021 (ISIN: XS0469028319) (the "Securities")

TO BE HELD AT 10 a.m. ON 10 APRIL 2014 AT ONE BUNHILL ROW, LONDON EC1Y 8YY

Capitalised terms used in this Notice and not otherwise defined shall have the meanings given to them in the Trust Deed dated 14 July 1992 as supplemented by the First Supplemental Trust Deed dated 3 May 1995, the Second Supplemental Trust Deed dated 17 February 1998, the Third Supplemental Trust Deed dated 5 February 1999, the Fourth Supplemental Trust Deed dated 23 February 2000, the Fifth Supplemental Trust Deed dated 14 March 2001, the Sixth Supplemental Trust Deed dated 9 June 2005, the Seventh Supplemental Trust Deed dated 9 June 2005, the Eighth Supplemental Trust Deed dated 20 June 2005, the Ninth Supplemental Trust Deed dated 20 June 2005, the Tenth Supplemental Trust Deed dated 21 October 2005, the Eleventh Supplemental Trust Deed dated 21 October 2005, the Twelfth Supplemental Trust Deed dated 21 October 2005, the Thirteenth Supplemental Trust Deed dated 21 October 2005, the Fourteenth Supplemental Trust Deed dated 7 December 2005, the Fifteenth Supplemental Trust Deed dated 14 December 2005 and the Sixteenth Supplemental Trust Deed dated 23 November 2009 (the "Trust Deed") unless otherwise stated or unless the context otherwise requires.

Notice is hereby given that, pursuant to, and in accordance with, the provisions of the Trust Deed, a meeting has been convened by the Issuer (the "Meeting") for the purpose of considering and, if thought fit, passing the resolutions set out below.

The Meeting will be held on 10 April 2014 at 10 a.m. at One Bunhill Row, London EC1Y 8YY.

Background

It has been agreed between the Issuer and Commercial Union Trustees Limited that the latter would retire in its capacity of trustee in respect of the Securities with effect from the day on which an Extraordinary Resolution approving the appointment of The Law Debenture Trust Corporation p.l.c as trustee (the "New Trustee") is passed (the "Resignation Date").

Pursuant to clause 26 of the Trust Deed, the Issuer is required at all times to maintain a trustee in respect of the Securities. Accordingly, it is necessary for the Issuer to appoint a new trustee in respect of the Securities with effect from the Resignation Date. Pursuant to clause 25 (A) of the Trust Deed, the appointment of a new trustee requires the approval of the holders of the Securities by way of Extraordinary Resolution. The Issuer therefore convened this Meeting for the purpose of considering, and, if thought fit, passing an Extraordinary Resolution approving the appointment of the New Trustee.

The appointment will be effected by way of a Supplemental Trust Deed (the "Supplemental Trust Deed"). A copy of the Supplemental Trust Deed is set out in Annex 1 hereto and will be available for inspection at the registered offices of the Issuer by holders of Securities during normal business hours on any weekday (bank and other holidays excepted) from the date of this Notice until the conclusion of the Meeting or any adjourned Meeting.

The text of the Extraordinary Resolution is as follows:

Extraordinary Resolution

"THAT this meeting (the "Meeting") of the holders of the £150m 6.25% notes due 2015 (ISIN: XS0093802055), the £225m 6.75% notes due 2024 (ISIN: XS0107099466), the £150m 7% notes due 2022 (ISIN: XS0125077122), the £200m 5.50% notes due 2018 (ISIN: XS0221323693), the £250m 5.625% notes due 2020 (ISIN: XS0236149877), the £200m 5.75% notes due 2035 (ISIN: XS0221324154) and the £300m 6.75% notes due 2021 (ISIN: XS0469028319) (together, the "Securities") of Segro plc (formerly Slough Estates plc) ( the "Issuer") constituted by a trust deed dated 14 July 1992 (the "Principal Trust Deed") made between the Issuer and Commercial Union Trustees Limited (the "Retiring Trustee") as trustee for the holders of the Securities, as supplemented by the First Supplemental Trust Deed dated 3 May 1995, the Second Supplemental Trust Deed dated 17 February 1998, the Third Supplemental Trust Deed dated 5 February 1999, the Fourth Supplemental Trust Deed dated 23 February 2000, the Fifth Supplemental Trust Deed dated 14 March 2001, the Sixth Supplemental Trust Deed dated 9 June 2005, the Seventh Supplemental Trust Deed dated 9 June 2005, the Eighth Supplemental Trust Deed dated 20 June 2005, the Ninth Supplemental Trust Deed dated 20 June 2005, the Tenth Supplemental Trust Deed dated 21 October 2005, the Eleventh Supplemental Trust Deed dated 21 October 2005, the Twelfth Supplemental Trust Deed dated 21 October 2005, the Thirteenth Supplemental Trust Deed dated 21 October 2005, the Fourteenth Supplemental Trust Deed dated 7 December 2005, the Fifteenth Supplemental Trust Deed dated 14 December 2005 and the Sixteenth Supplemental Trust Deed dated 23 November 2009 (the "Supplemental Trust Deeds" and, together with the Principal Trust Deed, the "Trust Deed") hereby:

• 1. approves and assents to the appointment of The Law Debenture Trust Corporation p.l.c as Trustee (the "New Trustee") in accordance with the provisions of the Trust Deed;
• 1. authorises and directs the Issuer, the Retiring Trustee and the New Trustee to enter into the Supplemental Trust Deed substantially in the form set out in Annex 1 to the Notice;
• 1. authorises and directs the Issuer, the Retiring Trustee and the New Trustee, among others, to enter into a supplemental agency agreement (substantially in the form of the proforma set out in Annex 2 to the Notice), for each series of Securities currently outstanding;
• 1. authorises and directs the Issuer, the Retiring Trustee and (at the Issuer's expense) the New Trustee to concur in, consent to and execute all other documents, deeds and instruments, and to undertake all acts and things and to take all steps or actions considered by the Issuer, in its sole discretion, to be necessary, desirable or expedient to carry out and give effect to (i) this Extraordinary Resolution, (ii) the appointment of the New Trustee;
• 1. discharges and exonerates the Retiring Trustee from any liability in respect of any act or omission on or from the Resignation Date;
• 1. discharges and exonerates the New Trustee from any liability in respect of any act or omission for which the Retiring Trustee may have become responsible under the Trust Deed in the course of the exercise of the Retiring Trustee's duties and powers; and
• 1. acknowledges that the Supplemental Trust Deed referred to in paragraph 2 above was available for viewing at the registered offices of the Issuer during the period on and from the date of the Notice until the conclusion of the relevant Meeting on 10 April 2014 or, if applicable, any adjourned Meeting.

Capitalised terms used in this Extraordinary Resolution and not otherwise defined herein shall have the meanings given to them in the Trust Deed and the notice convening the Meeting dated 12 March 2014 (the "Notice").

The attention of holders of Securities is particularly drawn to the voting and quorum requirements for the Meeting and for any adjourned Meeting which are set out below. Holders of Securities are urged to take steps to be represented at the Meeting as soon as possible.

Voting and quorum

The relevant provisions governing the convening and holding of the Meeting are set out in the Third Schedule to the Principal Trust Deed.

Holders may:

1. deposit their Securities with a Paying Agent for the purpose of obtaining a voting certificate which will enable them to vote at the Meeting;

2. 1. deposit their Securities with a Paying Agent for the purpose of appointing a proxy to attend and vote at the Meeting; or
3. 1. instruct a Paying Agent by way of a block voting instruction to cast the votes attached to their Securities in a certain manner;

in each case in connection with the Extraordinary Resolution.

Euroclear and Clearstream, Luxembourg

For the purposes of Securities held through Euroclear or Clearstream, Luxembourg (the "relevant Clearing Systems"), a "Holder" shall mean each person who is for the time being shown in the records of the relevant Clearing Systems as the holder of a particular principal amount of such Securities. Each person who is the beneficial owner (a "Beneficial Owner") of a particular principal amount of such Securities through a Holder should note that a Beneficial Owner is not considered to be a Holder for the purposes of such Securities held through the Clearing Systems and will only be entitled to attend and vote at a Meeting or to appoint a proxy to do so by instructing the relevant Holder to follow the procedures set out herein. Holders of Securities should note that the relevant Clearing Systems may have earlier deadlines than those specified herein. Beneficial Owners should contact the Holder through which they hold their Securities to arrange for such Holder to request a voting certificate or give voting instructions on their behalf. Beneficial Owners should note that Holders may have deadlines earlier than those specified herein.

Voting Certificates, Forms of Proxy and Block Voting Instructions

Holders may obtain a voting certificate or form of proxy from the Paying Agent, or instruct the Paying Agent to include their vote within a block voting instruction by arranging for such Securities to be blocked in an account with the relevant Clearing Systems and giving an instruction to vote either in favour of, or against the Extraordinary Resolution, in each case not later than 48 hours before the time fixed for the Meeting or adjourned Meeting. Securities so blocked will not be released until the earlier of: (a) the conclusion of the Meeting or any adjourned Meeting, or (b) the surrender of such forms to the Paying Agent.

Accordingly, Beneficial Owners wanting to arrange for a Holder to give voting instructions on their behalf must have made arrangements for a Holder to vote with the relevant Clearing System by not later than 48 hours before the time fixed for the Meeting and within the relevant time limit specified by the relevant Clearing System and requested or made arrangements for the relevant Clearing System to block the Securities.

Quorum Requirements

The Trust Deed provides that the quorum for passing an Extraordinary Resolution shall be two or more persons present and holding or representing in the aggregate a clear majority in the principal amount of the Securities for the time being outstanding.

1. Adjournment for Want of Quorum: If, within 15 minutes after the time fixed for the Meeting, a quorum is not present, then the Meeting shall be adjourned for such period (which shall be not fewer than 14 days and not more than 42 days) and to such place as the Chairman of the Meeting determines (with the approval of the Retiring Trustee) (the "Adjourned Meeting").

At the Adjourned Meeting, the quorum shall be two or more persons present, whatever the principal amount of the Securities they hold or represent.

• 1. Voting by Show of Hands: Every resolution submitted to the Meeting shall be decided in the first instance by a show of hands. Unless a poll is validly demanded before or at the time that the result is declared, the Chairman's declaration that on a show of hands a resolution has been passed, passed by a particular majority, rejected or rejected by a particular majority shall be conclusive, without proof of the number or proportion of votes cast for, or against, the resolution.
• 1. Voting by Poll: A demand for a poll shall be valid if it is made by the Chairman, the Issuer or any two or more persons present holding Securities or voting ceritificates or being a proxy or representative and holding or representing in the aggregate not less than one-fiftieth part of the principal amount of the Securities then outstanding. The poll may be taken immediately or after such adjournment as the Chairman directs, but any poll demanded on the election of the Chairman or on any question of adjournment shall be taken at the relevant Meeting without adjournment. A valid demand for a poll shall not prevent the continuation of the relevant Meeting for any other business as the Chairman directs.
• 1. Number of Votes: Every voter entitled to vote at the Meeting shall have:
• (A) on a show of hands, one vote; and
• (B) on a poll, one vote in respect of each £1 in principal amount outstanding of the Securities.
• 1. Voting Majority Requirement: The Extraordinary Resolution is being put to the Meeting as an "Extraordinary Resolution", as that term is defined in the Trust Deed. To be passed, the Extraordinary Resolution requires a majority of not less than 75 per cent. of the votes cast, whether on a show of hands or a poll. If passed, the Extraordinary Resolution will be binding on all Holders whether or not present at the relevant Meeting and whether or not voting.
• 1. Notices: Notice of the result of the votes on the Extraordinary Resolution will be published in accordance with the requirements of the Terms and Conditions, as set out in the Trust Deed, within 14 days of the conclusion of the Meeting, but non-publication of such notice will not invalidate the Extraordinary Resolution.
• 1. Notice Given By: This Notice is given by the Issuer, whose registered office is at Cunard House, 15 Regent Street, London SW1Y 4LR on 12 March 2014.
• 1. Further Information: For further information on the Issuer, the New Trustee and the Extraordinary Resolution set out in this Notice, Holders should contact Lucid Issuer Services Limited, who have been appointed by the Issuer to act as Tabulation Agent with

respect to the consents sought at the Meeting. The contact details of the Tabulation Agent are:

Lucid Issuer Services Limited

Leroy House 436 Essex Road London N1 3QP United Kingdom Telephone: +44 (0)207 704 0880 Attention: David Shilson E-mail: segro@lucid-is.com

Annex 1

Form of Supplemental Trust Deed

THIS SEVENTEENTH SUPPLEMENTAL TRUST DEED has been executed as a deed by the parties set out below on [●] 2014 and is made

BETWEEN:

• (1) SEGRO plc, a company incorporated under the laws of England and Wales with company number 167591, whose registered office is at Cunard House, 15 Regent Street, London SW1Y 4LR, England (hereinafter called the "Issuer");
• (2) COMMERCIAL UNION TRUSTEES LIMITED, a company incorporated under the laws of England and Wales with company number 2045961, whose registered office is at St. Helen's, 1 Undershaft, London EC3P 3DQ, England (hereinafter called the "Retiring Trustee"); and
• (3) THE LAW DEBENTURE TRUST CORPORATION p.l.c, a company incorporated under the laws of England and Wales with company number 1675231, whose registered office is at Fifth Floor, 100 Wood Street, London EC2V 7EX (hereinafter called the "New Trustee").

WHEREAS:

(A) This Seventeenth Supplemental Trust Deed is supplemental to the trust deed dated 14 July 1992 (the "Principal Trust Deed"), the First Supplemental Trust Deed dated 3 May 1995, the Second Supplemental Trust Deed dated 17 February 1998, the Third Supplemental Trust Deed dated 5 February 1999, the Fourth Supplemental Trust Deed dated 23 February 2000, the Fifth Supplemental Trust Deed dated 14 March 2001, the Sixth Supplemental Trust Deed dated 9 June 2005, the Seventh Supplemental Trust Deed dated 9 June 2005, the Eighth Supplemental Trust Deed dated 20 June 2005, the Ninth Supplemental Trust Deed dated 20 June 2005, the Tenth Supplemental Trust Deed dated 21 October 2005, the Eleventh Supplemental Trust Deed dated 21 October 2005, the Twelfth Supplemental Trust Deed dated 21 October 2005, the Thirteenth Supplemental Trust Deed dated 21 October 2005, the Fourteenth Supplemental Trust Deed dated 7 December 2005, the Fifteenth Supplemental Trust Deed dated 14 December 2005 and the Sixteenth Supplemental Trust Deed dated 23 November 2009 (together with the Principal Trust Deed, the "Trust Deed") between the Issuer and the Retiring Trustee that constitute, respectively, the £150m 6.25% notes due 2015 issued on 5 February 1999, £225m 6.75% notes due 2024 issued on 23 February 2000, £150m 7% notes due 2022 issued on 14 March 2001, £200m 5.50% notes due 2018 issued on 20 June 2005, £250m 5.625% notes due 2020 issued on 7 December 2005, £200m 5.75% notes due 2035 issued on 20 June 2005 and 14 December 2005, and the £300m 6.75% notes due 2021 issued on 23 November 2009, all by the Issuer (the "Securities").

• (B) It has been agreed between the Issuer and the Retiring Trustee that the latter would retire in its capacity of trustee in respect of the Securities with effect from the day on which an Extraordinary Resolution approving the appointment of the New Trustee is passed (the "Resignation Date").
• (C) Pursuant to an Extraordinary Resolution of the holders of the Securities passed at a meeting of such holders held on [●] 2014 (the "Meeting"), the holders of the Securities approved the appointment of the New Trustee as replacement trustee in respect of the Securities with effect from the Resignation Date. By way of Extraordinary Resolution, the Issuer, the Retiring Trustee and the New Trustee have been authorised and directed to enter into this Seventeenth Supplemental Trust Deed to give effect to such change.

IT IS HEREBY AGREED AND DECLARED as follows:

1. DEFINITIONS AND INTERPRETATION

All words and expressions defined in the Trust Deed shall have the same meanings in this Seventeenth Supplemental Trust Deed (including the recitals above) unless otherwise defined or the context requires otherwise.

2. APPOINTMENT AND RETIREMENT

• 2.1 With effect on and from the Resignation Date, all the rights, obligations and liabilities of the Retiring Trustee under or pursuant to these presents shall be taken over and assumed by the New Trustee.
• 2.2 With effect on and from the Resignation Date: (a) all the terms, provisions and conditions of these presents applying to the Retiring Trustee shall apply to the New Trustee in all respects as if the New Trustee had been a party to the Trust Deed in place of the Retiring Trustee and (b) these presents shall be read and construed as if all references therein to the Retiring Trustee were references to the New Trustee.
• 2.3 The New Trustee covenants with the Issuer and the Retiring Trustee that with effect on and from the Resignation Date it will duly observe and perform and be bound by all of the covenants, conditions and provisions of these presents that were prior to that date expressed to be binding on the Retiring Trustee.
• 2.4 (A) The Retiring Trustee shall be and is hereby freed and discharged on and from the Resignation Date from all further duties, obligations and liabilities as trustee in respect of the Securities as set out in the Trust Deed.
• (B) Such freedom and discharge is without prejudice to any rights arising in respect of any acts, omissions or defaults on the part of the Retiring Trustee prior to the Resignation Date. Nothing herein contained shall render the New Trustee liable in respect of anything arising from such acts, omission or defaults of the Retiring Trustee.

3. MODIFICATIONS

• 3.1 The Trust Deed is hereby modified such that references to "Commercial Union Trustees Limited" and "The Trustee" shall be read as references to the New Trustee, unless the context otherwise requires.
• 3.2 The Trustee's notice details from Clause 28 shall be deleted and replaced with the following new notice details:

"to the Trustee Fifth Floor

100 Wood Street London EC2V 7EX

(Attention: The Manager, Commercial Trusts)

Facsimile No. 020 7606 0643"

• 3.3 The Trust Deed is hereby modified by:
• (i) the deletion of all references to the word "prior" in Clause 18 and the substitution therefor of the word "subsequent"; and
• (ii) the deletion of the definition of, and all references to, "Cedel" or "Cedel Bank" and the substitution therefor of "Clearstream, Luxembourg means Clearstream Banking, société anonyme".

4. MISCELLANEOUS

• 4.1 The Original Global Bond, the New Global Bond and all further New Permanent Global Notes in issue prior to the date hereof will each continue to be valid on and after the date hereof (but subject to the modifications set out herein) and the Issuer shall, as soon as practicable after the Resignation Date, deliver to the common depository holding the Original Global Bond, the New Global Bond and all further New Permanent Global Notes conformed copies of this Seventeenth Supplemental Trust Deed to be annexed to the Original Global Bond, the New Global Bond and all further New Permanent Global Notes.
• 4.2 The Trust Deed and this Seventeenth Supplemental Trust Deed shall henceforth be read and construed together as one deed.
• 4.3 A memorandum of this Seventeenth Supplemental Trust Deed shall be endorsed by the Retiring Trustee and the New Trustee on the original of the Trust Deed and by the Issuer on the duplicate thereof.

5. COUNTERPARTS

5.1 This Seventeenth Supplemental Trust Deed may be executed in counterparts, both of which, taken together, shall constitute one and the same Seventeenth Supplemental Trust Deed and each party may enter into this Seventeenth Trust Deed by executing a counterpart, but this deed shall not be effective until each signatory has executed at least one copy.

6. GOVERNING LAW AND JURISDICTION

6.1 This Seventeenth Supplemental Trust Deed, the Trust Deed and the Securities and any non-contractual obligations in connection therewith shall be governed by, and will be construed in accordance with, English law, and the courts of England and Wales shall have exclusive jurisdiction to determine any disputes in relation to this Seventeenth Supplemental Trust Deed, the Trust Deed and the Securities.

Annex 2

Form of Supplemental [Paying] Agency Agreement

THIS SUPPLEMENTAL [PAYING] AGENCY AGREEMENT has been executed by the parties set out below on [●] 2014 and is made

BETWEEN:

• (1) SEGRO plc, a company incorporated under the laws of England and Wales with company number 167591, whose registered office is at Cunard House, 15 Regent Street, London SW1Y 4LR, England (the "Issuer");
• (2) COMMERCIAL UNION TRUSTEES LIMITED, a company incorporated under the laws of England and Wales with company number 2045961, whose registered office is at St. Helen's, 1 Undershaft, London EC3P 3DQ, England (the "Retiring Trustee"); and
• (3) THE LAW DEBENTURE TRUST CORPORATION p.l.c, a company incorporated under the laws of England and Wales with company number 1675231, whose registered office is at Fifth Floor, 100 Wood Street, London EC2V 7EX (the "New Trustee").
• (4) [●] (the "Principal Paying Agent").
• (5) [[●]]
• (6) [●] ([together with [●], ]the "Paying Agent[s]").

WHEREAS:

• (A) This Supplemental [Paying ]Agency Agreement is supplemental to the [paying ]agency agreement dated [●], between the Issuer, the Principal Paying Agent, the Paying Agent[s] and the Retiring Trustee [and the first supplemental paying agency agreement dated [●], between the Issuer, the Principal Paying Agent, the Paying Agent and the Retiring Trustee , with respect to the [relevant class of securities] (the "Securities").
• (B) It has been agreed between the Issuer and the Retiring Trustee that the latter would retire in its capacity of trustee in respect of the Securities with effect from the day on which an Extraordinary Resolution approving the appointment of the New Trustee is passed (the "Resignation Date").
• (C) Pursuant to an Extraordinary Resolution of the holders of the Securities passed at a meeting of such holders held on [●] 2014 (the "Meeting"), the holders of the Securities approved the appointment of the New Trustee as replacement trustee in respect of the Securities with effect from the Resignation Date. The parties hereto are entering into this Supplemental [Paying ]Agency Agreement to give effect to such change.

IT IS HEREBY AGREED AND DECLARED as follows:

1. DEFINITIONS AND INTERPRETATION

All words and expressions defined in the seventeenth supplemental trust deed dated [●] 2014 between the Issuer, the Retiring Trustee and the New Trustee shall have the same meanings in this Supplemental [Paying ]Agency Agreement (including the recitals above) unless otherwise defined or the context requires otherwise.

2. APPOINTMENT AND RETIREMENT

• 2.1 With effect on and from the Resignation Date, all the rights, obligations and liabilities of the Retiring Trustee under or pursuant to the Agency Agreement shall be taken over and assumed by the New Trustee.
• 2.2 With effect on and from the Resignation Date: (a) all the terms, provisions and conditions of the Agency Agreement applying to the Retiring Trustee shall apply to the New Trustee in all respects as if the New Trustee had been a party to the Agency Agreement in place of the Retiring Trustee and (b) the Agency Agreement shall be read and construed as if all references therein to the Retiring Trustee were references to the New Trustee.

3. MODIFICATIONS

• 3.1 The Agency Agreement is hereby modified such that references to "Commercial Union Trustees Limited" and "The Trustee" shall be read as references to the New Trustee, unless the context otherwise requires.
• 3.2 The Trustee's notice details from [clause number] shall be deleted and replaced with the following new notice details:

"The Trustee The Law Debenture Trust Corporation p.l.c Fifth Floor 100 Wood Street London EC2V 7EX

Facsimile No: +44 20 7606 0643

Attention: The Manager, Commercial Trusts"

4. COUNTERPARTS

This Supplemental [Paying ]Agency Agreement may be executed in counterparts, both of which, taken together, shall constitute one and the same Supplemental [Paying ]Agency Agreement and each party may enter into this Supplemental [Paying ]Agency Agreement by executing a counterpart, but this deed shall not be effective until each signatory has executed at least one copy.

5. GOVERNING LAW AND JURISDICTION

This Supplemental [Paying ]Agency Agreement and any non-contractual obligations in connection therewith shall be governed by, and will be construed in accordance with, English law, and the courts of England and Wales shall have exclusive jurisdiction to determine any disputes in relation to the Supplemental [Paying ]Agency Agreement.