Segro PLC — Proxy Solicitation & Information Statement 2020

Mar 17, 2020

Attendance Card

SEGRO

IDO YEARS OF THE EXTRAORDINARY

The Board of SEGRO plc invites you to attend the Company's Annual General Meeting (Meeting) at RSA House, 8 John Adam Street, London, WC2N 6EZ at 11.00 a.m. on Tuesday 21 April 2020.

SHAREHOLDER COMMUNICATION

The purpose of this form is to ask you how you would like to receive shareholder communications from us in the future, online or by post. Please choose one of the following options below:

Option 1 (written notification)
View our Annual Report and Accounts and other shareholder communications online at www.SEGRO.com. We will send you a letter by post to let you know they are available. Please note, if you select this option you will not receive a hard copy of our Annual Report and Accounts by post.
→ No action required.

Option 2 (email notification)
View our Annual Report and Accounts and other shareholder communications online at www.SEGRO.com. We will send you an email to let you know they are available. Please note, if you select this option you will not receive a hard copy of our Annual Report and Accounts by post.
→ Register at www.shareview.co.uk.

Option 3 (paper)
Continue to receive hard copy shareholder documents through the post. Tick the box and return this form to our registrars, Equiniti, using the pre-paid envelope provided.
→ ☐

If we do not hear from you by 5.00pm on 21 April 2020, you will be deemed to have agreed to Option 1.

Shareholder Reference Number

Product ID

3801-031-S

Notes:
- You only need to return this form if you choose Option 3.
- If we do not hear from you by 5.00pm on 21 April 2020, you will be deemed to have elected Option 1.
- Shareview is the online portfolio service offered by Equiniti. If you require assistance whilst setting up this service please contact them on 0371 384 2734 (overseas +44 (0) 121 415 0141 from outside the UK*).
- Notwithstanding any election SEGRO plc may, at its sole and absolute discretion, send any notification or information to shareholders in hard copy form.

Information

The 2019 Annual Report and Accounts and 2020 Notice of Annual General Meeting are now available on the SEGRO plc website (www.SEGRO.com)

SEGRO plc Annual General Meeting (AGM)
Proxy Card

Please detach this card and return to Equiniti, to arrive by 11.00 a.m. on 17 April 2020

SEGRO

IDO YEARS OF THE EXTRAORDINARY

Voting ID
Task ID
Shareholder Reference Number

• I/We, the undersigned, being a member/members of SEGRO plc, appoint the following person

or failing him/her, the Chair of the Meeting, as my/our proxy to attend/speak and vote on my/our behalf at the AGM to be held on Tuesday 21 April 2020 and at any adjournment thereof, and direct that my/our proxy will vote (or withhold my/our vote) on each of the resolutions referred to in the Notice of Meeting as indicated with a "X" in the appropriate spaces below:

Ordinary Business	For	Against	Vote withheld	Ordinary Business continued	For	Against	Vote withheld
1 To receive the financial statements and the reports of the Directors and the auditor.	☐	☐	☐	14 To authorise the Audit Committee (on behalf of the Board) to determine the remuneration of the auditor.	☐	☐	☐
2 To declare a final dividend of 14.4 pence per ordinary share.	☐	☐	☐	Special Business	☐	☐	☐
3 To approve the Directors' Remuneration Report.	☐	☐	☐	15 To authorise political donations under the Companies Act 2006.	☐	☐	☐
4 To re-elect Gerald Corbett as a Director.	☐	☐	☐	16 To confer on the Directors a general authority to allot ordinary shares.	☐	☐	☐
5 To re-elect Mary Barnard as a Director.	☐	☐	☐	17 To disapply statutory pre-emption rights relating to ordinary shares allotted under the authority granted by resolution 16.*	☐	☐	☐
6 To re-elect Sue Clayton as a Director.	☐	☐	☐	18 To disapply pre-emption rights in connection with an acquisition or specified capital investment.*	☐	☐	☐
7 To re-elect Soumen Das as a Director.	☐	☐	☐	19 To authorise the Company to purchase its own shares.*	☐	☐	☐
8 To re-elect Carol Fairweather as a Director.	☐	☐	☐	20 To enable a general meeting other than an AGM to be held on not less than 14 clear days' notice.*	☐	☐	☐
9 To re-elect Christopher Fisher as a Director.	☐	☐	☐	21 To approve the adoption of the new Articles of Association*	☐	☐	☐
10 To re-elect Andry Gulliford as a Director.	☐	☐	☐		☐	☐	☐
11 To re-elect Martin Moore as a Director.	☐	☐	☐		☐	☐	☐
12 To re-elect David Sleath as a Director.	☐	☐	☐		☐	☐	☐
13 To re-appoint PricewaterhouseCoopers LLP as auditor of the Company.	☐	☐	☐		☐	☐	☐

*indicates a special resolution

Signature of shareholder or duly authorised attorney, or for a corporate shareholder, common seal or signature of a duly authorised officer, attorney or other person.

Date

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Notes on appointing a proxy

1. If you wish to appoint as your proxy someone other than the Chair of the Meeting, insert his/her name in the space provided in the first box. If the proxy is being appointed in relation to part of your holding only, enter the number of shares over which he/she is authorised to act as your proxy in the box next to the proxy's name. If this box is left blank, he/she will be authorised in respect of your full voting entitlement.

2. To appoint more than one proxy, you should obtain additional proxy cards from SEGRO plc's Registrars, Equiniti, or you may photocopy this form. Ensure that you specify the number of shares over which each proxy can act, as in Note 1 above. Multiple proxy cards should be returned together in the same envelope.

3. To be valid, the proxy and the power of attorney or other authority (if any) under which it is signed and dated must be received by Equiniti by 11.00 a.m. on 17 April 2020.

4. The 'Vote withheld' option is provided to enable a member to withhold his/her vote on any particular resolution. It should be noted that a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes 'For' or 'Against' a resolution.

5. To register the appointment of a proxy electronically, log on to www.sharevote.co.uk using the Voting ID, Task ID and Shareholder Reference Number printed on your proxy card below and follow the instructions provided. Alternatively, shareholders who have already registered with Equiniti's online portfolio service, Shareview, can vote by logging on to their portfolio at www.shareview.co.uk. The proxy appointment must be registered online by 11.00 a.m. on 17 April 2020.

6. In the case of a corporate shareholder, the proxy appointment must be under seal or signed by a duly authorised officer, attorney or other person.

7. In the case of joint holdings, the vote of the first named in the register of members will be accepted to the exclusion of other joint holders.

8. If no specific directions are given, the proxy will vote or abstain from voting as he/she thinks fit on the specified resolutions and, unless instructed otherwise, the person appointed proxy may also vote or abstain from voting as he/she thinks fit on any business (including amendments to resolutions) which may properly come before the Meeting.

9. A proxy need not be a member of SEGRO plc but must attend the Meeting to represent you. If no name is inserted in the box provided, the Chair of the Meeting will be deemed to be appointed as the proxy.

10. Any alteration to the proxy card should be initialled by the person who signed it.

11. The completion and return of the proxy card will not preclude a member from attending the Meeting and voting in person.

12. If you have any questions about the Meeting or your shareholding, please contact our Registrar, Equiniti, by telephone on 0371 384 2186 (overseas +44 (0)121 415 0141). Lines are open 8.30 a.m. to 5.30 p.m. (Monday to Friday, excluding public holidays in England and Wales.)