Segro PLC — AGM Information 2017

Apr 20, 2017

SEGRO plc

RESOLUTIONS PASSES AS SPECIAL BUSINESS ON 20 APRIL 2017

At the Company's ninety sixth Annual General Meeting which was duly convened and held at RSA House, 8 John Adam Street, London WC2N 6EZ on Thursday 20 April 2017, the following resolutions were passed under special business.

Resolutions 17 and 18 were passed as ordinary resolutions and resolutions 19, 20, 21 and 22 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 at the time at which this resolution is passed, or at any time during the period for which this resolution has effect, is 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; and
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 Company's next AGM (or, if earlier, at the close of business on 19 July 2018). 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 aggregate nominal amount of £33,206,626, on the following terms:

2. (a) this authority expires (unless previously renewed, varied or revoked) at the end of the Company's next AGM (or, if earlier, at the close of business on 19 July 2018);

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

General power to disapply pre-emption rights

1. That, if resolution 18 is passed, 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 pursuant to the authority given by resolution 18 and/or to sell ordinary shares held

by the Company as treasury shares for cash as if section 561 of the 2006 Act did not apply to any such allotment or sale, such power to be limited:

(a) to the allotment of equity securities or sale of treasury shares in connection with an offer or issue of, or invitation to apply for, equity securities in favour of:

(i) 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 then; and

(ii) holders of other securities, as required by the right of those securities, or as the Directors otherwise consider necessary,

and so that the Directors may impose any limits, exclusions or restrictions and make any arrangements which they deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, 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

(b) to the allotment (otherwise than pursuant to paragraph (a) above) of equity securities or sale of treasury shares up to a total aggregate nominal amount of £4,980,994,

Such power to expire at the end of the Company's next AGM (or, if earlier, at the close of business on 19 July 2018) but, in each case, prior to its expiry the Directors may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power expires and the Directors may allot equity securities (and sell treasury shares) pursuant to any such offer or agreement as if the power had not expired.

Specific power to disapply pre-emption rights in connection with an acquisition or specified capital investment

1. That, if resolution 18 is passed, the Directors be and are hereby empowered pursuant to section 570 and section 573 of the 2006 Act, in addition to any power granted under resolution 19, to allot equity securities (within the meaning of section 560 of the 2006 Act) for cash pursuant to the authority given by resolution 18 and/or sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the 2006 Act did not apply to any such allotment or sale, such power to be:

2. (a) limited to the allotment of equity securities or sale of treasury shares up to a total aggregate nominal amount £4,980,994; and

3. (b) used only for the purposes of financing (or refinancing, if the power is to be used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of the Notice,

such power to expire at the end of the Company's next AGM (or, if earlier, at the close of business on 19 July 2018) but, in each case, prior to its expiry the Directors may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power expires and the Directors may allot equity securities (and sell treasury shares) pursuant to any such offer or agreement as if the power had not expired.

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 (within the meaning of section 693(4) of the 2006 Act) of ordinary shares of 10 pence each in the capital of the Company provided that:

2. (a) the maximum aggregate number of ordinary shares hereby authorised to be purchased is 99,619,880;

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 of:

(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 preceding the day on which such ordinary shares is contracted to be purchased; and

(ii) an amount that is the higher of the price of the last independent trade and the highest current independent purchase bid on the London Stock Exchange at the time the purchase is carried out;

• (d) this authority shall expire (unless previously renewed, varied or revoked) at the end of the Company's next AGM (or, if earlier, at the close of business on 19 July 2018); and
• (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 and the Company may purchase its ordinary shares pursuant to such contracts as if this authority had not expired.

Notice of General Meeting

1. That, a general meeting, other than an annual general meeting, may be called on not less than 14 clear days' notice.