Segro PLC — AGM Information 2021

Apr 22, 2021

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author: Carys Smith
date: 2021-03-22 13:43:00+00:00

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SEGRO plc

(the Company)

RESOLUTIONS PASSED AS SPECIAL BUSINESS ON 22 APRIL 2021

At the Company’s one hundredth Annual General Meeting which was duly convened and held at 1 New Burlington Place, London, W1S 2HR and electronically on Thursday 22 April 2021, the following resolutions were passed under special business.

Resolutions 15, 16 and 21 to 23 (inclusive) were passed as ordinary resolutions, and resolutions 17 to 20 (inclusive) as special resolutions.

Political donations and expenditure

That, in accordance with section 366 of the Companies Act 2006 (the 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:

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

make political donations (as defined in section 364 of the Act) to political organisations other than political parties (as defined in section 363 of the Act), not exceeding £25,000 in total; and

incur political expenditure (as defined in section 365 of the 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 annual general meeting (or, if earlier, at the close of business on 21 July 2022). 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.

Authority to allot shares

That, the Directors be and are hereby generally and unconditionally authorised in accordance with section 551 of the 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 £39,719,287, on the following terms:

this authority expires (unless previously renewed, varied or revoked) at the end of the Company’s next annual general meeting (or, if earlier, at the close of business on 21 July 2022); and

the Directors may make offers, and enter into arrangements, 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 the authority is in substitution for all subsisting authorities.

General power to disapply pre-emption rights

That, if resolution 16 is passed, the Directors be and are hereby empowered pursuant to section 570 and section 573 of the Act to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority given by resolution 16 and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such power to be limited:

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:

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 number of ordinary shares held by them; and

ii. holders of other equity securities, as required by the rights 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 in, or under the laws of, or the requirements of, any relevant regulatory body or stock exchange in, any territory, or any other matter; and

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 £5,957,893,

such power to apply until the end of the Company’s next annual general meeting (or, if earlier, until the close of business on 21 July 2022) 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) under 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

That, if resolution 16 is passed, the Directors be and are hereby empowered pursuant to section 570 and section 573 of the Act, in addition to any power granted under resolution 17 to allot equity securities (within the meaning of section 560 of the Act)for cash pursuant to the authority given by resolution 16 and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such power to be:

limited to the allotment of equity securities or sale of treasury shares up to a total aggregate nominal amount of£5,957,893; and

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 this Notice and including development expenditure,

such power to expire at the end of the Company’s next annual general meeting (or, if earlier, at the close of business on 21 July2022) 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.

Authority to purchase own shares

That, the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Act to make market purchases (within the meaning of section 693(4) of the Act) of ordinary shares of 10 pence each in the capital of the Company provided that:

the maximum aggregate number of ordinary shares hereby authorised to be purchased is 119,157,863;

the minimum price which may be paid for each ordinary share (exclusive of expenses) is 10 pence;

the maximum price which may be paid for each ordinary share (exclusive of expenses) shall be the higher of:

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

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;

this authority shall expire (unless previously renewed, varied or revoked) at the end of the Company’s next annual general meeting (or, if earlier, at the close of business on 21 July 2022); and

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 contract as if this authority had not expired.

Notice of General Meeting

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

SEGRO plc Savings Related Share Option Plan

That:

the SEGRO plc Savings Related Share Option Plan 2021 (the 2021 SAYE), summarised in the explanatory note to this resolution 21 set out in Appendix 2, and the rules of which are produced to this Annual General Meeting and for the purposes of identification initialled by the Chair, be approved and the Directors be authorised to do all such acts and things necessary or desirable to establish the 2021 SAYE; and

the Directors be authorised to adopt further plans based on the 2021 SAYE but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any cash or shares made available under such further plans are treated as counting against any limits on individual or overall participation in the 2021 SAYE.

SEGRO plc Share Incentive Plan

That:

the SEGRO plc Share Incentive Plan 2021 (the 2021 SIP), summarised in the explanatory note to this resolution 22 set out in Appendix 2, and the rules of which are produced to this Annual General Meeting and for the purposes of identification initialled by the Chair, be approved and the Directors be authorised to do all such acts and things necessary or desirable to establish the 2021 SIP; and

the Directors be authorised to adopt further plans based on the 2021 SIP but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any cash or shares made available under such further plans are treated as counting against any limits on individual or overall participation in the 2021 SIP.

Scrip dividend

That, if resolution 16 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 Annual General Meeting and ending on the earlier of 21 April 2024 and the beginning of the third annual general meeting of the Company following the date of this Annual General Meeting upon such terms as the Directors may determine; and

to do all acts and things required or permitted to be done in accordance with Article 122 of the Articles of Association of the Company in connection therewith, including to capitalise, out of any sum which is part of the company’s reserves (including any share premium account, capital redemption reserve or other undistributable reserve) or profit and loss account as the Directors may determine, such amount as may be necessary.