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Segro PLC

Prospectus Aug 4, 2025

4612_prs_2025-08-04_becbb44f-3dc8-49d7-b3cd-1ab38c57a1d8.pdf

Prospectus

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SUPPLEMENTARY PROSPECTUS DATED 31 JULY 2025

SEGRO plc

(Incorporated as a public limited company in England and Wales with registered office at 1 New Burlington Place, London, England, W1S 2HR with registered number 00167591)

Legal entity identifier (LEI): 213800XC35KGM9NFC641

SEGRO Capital S.à.r.l.

(a private limited liability company (société à responsabilité limitée), incorporated under the laws of the Grand Duchy of Luxembourg ("Luxembourg"), having its registered office at 35-37, avenue de la Liberté, L-1931 Luxembourg, Grand Duchy of Luxembourg and registered with the Registre de Commerce et des Sociétés, Luxembourg (the "RCS Luxembourg") under the number B256102)

Legal entity identifier (LEI): 549300HY425AKJLQVX75

£5,000,000,000

Euro Medium Term Note Programme

guaranteed (in the case of Notes issued by SEGRO Capital S.à r.l.) by

SEGRO plc

This supplement (the "Supplementary Prospectus") to the Base Prospectus dated 30 May 2025 (the "Base Prospectus"), which constitutes a base prospectus for the purposes of Article 8 of Regulation (EU) 2017/1129 as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"), constitutes a supplementary prospectus for the purposes of Article 23 of the UK Prospectus Regulation and is prepared in connection with the £5,000,000,000 Euro Medium Term Note Programme established by SEGRO plc (the "Company") and SEGRO Capital S.à.r.l. (each an "Issuer" and, together, the "Issuers"). Terms defined in the Base Prospectus have the same meaning when used in this Supplementary Prospectus.

This Supplementary Prospectus is supplemental to, updates, must be read in conjunction with, and forms part of, the Base Prospectus.

To the extent that any document or information incorporated by reference or attached to this Supplementary Prospectus itself incorporates any information by reference, either expressly or impliedly, such information will not form part of this Supplementary Prospectus for the purposes of the UK Prospectus Regulation, except where such information or documents are stated within this Supplementary Prospectus as specifically being incorporated by reference or where this Supplementary Prospectus is specifically defined as including such information.

The Base Prospectus, this Supplementary Prospectus and copies of documents incorporated by reference in the Base Prospectus are available on the website of the London Stock Exchange at www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.

Each Issuer accepts responsibility for the information contained in this Supplementary Prospectus and declares that, to the best of their knowledge, the information contained in this Supplementary Prospectus is in accordance with the facts and makes no omission likely to affect its import.

1. Purpose of this Supplementary Prospectus

The purpose of this Supplementary Prospectus is to update:

  • 1.1 the section of the Base Prospectus entitled "Documents Incorporated by Reference" beginning on page 43 of the Base Prospectus in order to incorporate a regulatory announcement of the Company published on the regulatory information service operated by the London Stock Exchange and on the Company's website athttp://www.segro.com/ relating to the Company's unaudited operating performance between 1 January and 30 June 2025 (the "Announcement"); and
  • 1.2 the section of the Base Prospectus entitled "General Information—Documents Available" beginning on page 148 of the Base Prospectus in order to include the Announcement in the list of documents available for inspection on the website of the Company at https://www.segro.com/investors/debt/debt-portfolio and at the offices of the Issuers and the Principal Paying Agent.

2. Updates to Documents Incorporated by Reference

In the section of the Base Prospectus entitled "Documents Incorporated by Reference", the following paragraph shall be added on page 38 as a new paragraph (v):

(v) the announcement of the Company dated 31 July 2025 relating to the Company's unaudited financial and operating performance for the six months ended 30 June 2025 (the "Company's 2025 Half-year Announcement"),

(which can be accessed at https://www.segro.com/media/bdpgr2eo/segro-hy25-pressrelease-final.pdf)

3. Updates to General Information

In the section of the Base Prospectus entitled "General Information", the following paragraph shall be added on page 149 as a new paragraph (iv), and the existing paragraphs (iv) – (vii) shall be redesignated accordingly:

(iv) the Company's 2025 Half-year Announcement;

4. General

  • 4.1 To the extent that there is any inconsistency between: (a) any statement in this Supplementary Prospectus or any statement incorporated by reference into this Supplementary Prospectus; and (b) any other statement in or incorporated by reference into the Base Prospectus, the statements in (a) above will prevail.
  • 4.2 Any information incorporated by reference in the Announcement shall not be incorporated by reference into, nor shall it form part of, this Supplementary Prospectus or the Base Prospectus.
  • 4.3 Save as disclosed in this Supplementary Prospectus, there has been no significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus since the publication of the Base Prospectus.

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