Segro PLC — AGM Information 2015

Apr 29, 2015

SEGRO plc

RESOLUTIONS PASSED AS SPECIAL BUSINESS ON 29 APRIL 2015

At the Company's ninety fourth Annual General Meeting which was duly convened and held at RSA House, 8 John Adam Street, London WC2N 6EZ on Wednesday 29 April 2015, the following resolutions were passed under special business.

Resolutions 16, 17 and 21 were passed as ordinary resolutions and resolutions 18, 19 and 20 were passed as special resolutions.

Political Donations and Expenditure

1. That, in accordance with section 366 of the Companies Act 2006 (2006 Act), the Company and all the companies that are subsidiaries of the Company at the time at which this resolution is passed, or at any time during the period for which this resolution has effect, are authorised to:

2. (a) make political donations (as defined in section 364 of the 2006 Act) to political parties (as defined in section 363 of the 2006 Act) or independent election candidates (as defined in section 363 of the 2006 Act), not exceeding £25,000 in total;

3. (b) make political donations (as defined in section 364 of the 2006 Act) to political organisations other than political parties (as defined in section 363 of the 2006 Act), not exceeding £25,000 in total;
4. (c) incur political expenditure (as defined in section 365 of the 2006 Act), not exceeding £25,000 in total;

during the period beginning with the date of the passing of this resolution and ending on the date of the next AGM of the Company or 28 July 2016 whichever is earlier. In any event, the aggregate amount of political donations and political expenditure made or incurred by the Company and its subsidiaries pursuant to this resolution shall not exceed £50,000.

General authority to allot shares

1. That, the Directors be and are hereby generally and unconditionally authorised in accordance with section 551 of the 2006 Act to exercise all the Company's power to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company (Rights) up to an aggregated nominal amount of £24,745,335 and so that the Directors may make such exclusions or other arrangements as they deem necessary or expedient in relation to fractional entitlements, legal or practical problems under the laws of, or the requirements of, any relevant regulatory body or stock exchange in, any territory, or any matter whatsoever, on the following terms:

2. (a) this authority expires (unless previously renewed, varied or revoked) on the earlier of 28 July 2016 or the date of the Company's next AGM;

3. (b) the Directors are entitled to make offers or agreements before the expiry of this authority which would or might require shares to be allotted or Rights to be granted after such expiry and the Directors shall be entitled to allot shares and grant Rights pursuant to any such offer or agreement as if this authority had not expired; and
4. (c) the authority is in substitution for all existing unexpired authorities.

General disapplication of pre-emption rights

1. That, the Directors be and are hereby empowered pursuant to section 570 and section 573 of the 2006 Act to allot equity securities (within the meaning of section 560 of the 2006 Act) for cash either pursuant to the authority conferred by resolution 17 above or by way of a sale of treasury shares as if section 561(1) of the 2006 Act did not apply to any such allotment or sale on the following terms:

(a) this power is limited to the allotment of equity securities or sale of treasury shares:

• (i) in connection with an offer of securities in favour of (a) ordinary shareholders where the equity securities respectively attributable to the interests of the ordinary shareholders (other than the Company) are proportionate (as nearly as may be) to the respective numbers of ordinary shares held by them and (b) holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary or appropriate, subject in each case to such exclusions or other arrangements as the Directors may deem necessary in relation to fractional entitlements, legal or practical problems under the laws of, or the requirements of any relevant regulatory body or stock exchange in, any territory, or any other matter; and
• (ii) otherwise than under paragraph (i), up to a total nominal value of £3,711,800.
• (b) this power expires (unless previously renewed, varied or revoked) on the earlier of 28 July 2016 or the date of the Company's next AGM;
• (c) before this power expires, the Directors may make offers or agreements which would or might require equity securities to be allotted and/or treasury shares sold after it expires and the Directors are entitled to allot equity securities and/or sell treasury shares pursuant to any such offer or agreement as if this power had not expired; and
• (d) this power is in substitution of all unexpired powers given for the purpose of section 570 of the 2006 Act.

Company's authority to purchase its own shares

1. That, the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the 2006 Act to make market purchases of ordinary shares of 10 pence each in the capital of the Company provided that:

2. (a) the maximum aggregate number of ordinary shares which may be purchased pursuant to this authority is 74,236,036;

3. (b) the minimum price which may be paid for each ordinary share (exclusive of expenses) is 10 pence;
4. (c) the maximum price which may be paid for each ordinary share (exclusive of expenses) shall be the higher amount of
5. (i) an amount equal to 105 per cent of the average of the middle market quotations for an ordinary share as derived from the London Stock Exchange's Daily Official List for the five business days immediately preceding the day on which such ordinary share is contracted to be purchased and (ii) the higher of the price of the last independent trade and the highest current independent bid on the London Stock Exchange at the time the purchase is carried out;
6. (d) this authority shall expire (unless previously renewed, varied or revoked) on the earlier of 28 July 2016 or the date of the Company's next AGM; and
7. (e) before this authority expires, the Company may make a contract to purchase its ordinary shares under this authority which would or might involve the Company purchasing its own shares after this authority expires.

Notice of General Meetings

1. That, a general meeting, other than an annual general meeting, may be called on no less than 14 clear days' notice.

Scrip Dividend

1. That, if resolution 17 is passed, the Directors be and are hereby generally and unconditionally authorised to offer holders of ordinary shares, the right to elect to receive ordinary shares in the capital of the Company, credited as fully paid, instead of cash in respect of the whole (or some part, to be determined by the Directors) of dividends declared or paid during the period starting on the date of this resolution and ending on the earlier of 28 April 2018 or the beginning of the third AGM of the Company following the date of this resolution and shall be permitted to do all acts and things required or permitted to be done in Article 154 of the Articles of Association of the Company in connection therewith, including to capitalise, out of such the sums standing to the credit of reserves (including any share premium account and capital redemption reserve) or profit or loss account as the Directors may determine, a sum equal to the aggregate nominal amount of additional ordinary shares for allotment and distribution to and amongst the holders of elected ordinary shares on such basis.