Tritax Eurobox PLC — Proxy Solicitation & Information Statement 2021

Feb 19, 2021

2019 Southeast Region IQR Data DRAFT 12.30.19

Project Caspian App Form

Proof: 2
19 February 2021
Clean
Job Number: 17281b

Linkway

Tel: (020) 7566 1200 Fax: (020) 8986 2978
E-mail: team@linkwayccp.com

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THIS APPLICATION FORM, WHICH IS PERSONAL TO THE PERSON TO WHOM IT IS ADDRESSED AND MAY NOT BE ASSIGNED OR TRANSFERRED OR SPLIT (EXCEPT TO SATISFY BONA FIDE MARKET CLAIMS PURSUANT TO THE RULES OF THE LONDON STOCK EXCHANGE), IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT IS NOT A NEGOTIABLE DOCUMENT AND CANNOT BE TRADED. If you are in any doubt about the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser, authorised under the Financial Services and Markets Act 2000 ("FSMA") if you are resident in the United Kingdom or, if you are not resident in the United Kingdom, from another appropriate authorised independent adviser. Information on Tritax EuroBox plc (the "Company") and full details of the Open Offer are set out in the prospectus of the Company dated 19 February 2021 (the "Prospectus") which should be read carefully before any action is taken. Unless the context otherwise requires, expressions defined in the Prospectus bear the same meanings in this Application Form.

Box 1

Name(s) and address(es) of Qualifying Shareholder(s)

SRN:

ENTITLEMENT NO:

| Box A
Existing Ordinary Shares held by you
on 17 February 2021 | Box B
Number of New Ordinary Shares comprising your
basic Open Offer Entitlement | Box C
The amount you must pay at 103 pence per
New Ordinary Share if you apply in full for your
basic Open Offer Entitlement (set out in Box B) |
| --- | --- | --- |
| | | £ |
| Box D
Number of New Ordinary Shares for which
application is being made pursuant to your
basic Open Offer Entitlement | Box E
Number of additional New Ordinary Shares
(if any) for which application is being made
under the Excess Application Facility | Box F
Total number of New Ordinary Shares for
which application is being made
(Box D + Box E) | Box G
Amount enclosed (Box D or F x £)
(being 103 pence per
New Ordinary Share applied for) |
| --- | --- | --- | --- |
| | | | |

Tritax EuroBox plc

(Incorporated and registered in England and Wales with Registered No. 11367705)

APPLICATION FORM

Open Offer to Qualifying Shareholders by

Tritax EuroBox plc of 84,545,454 New Ordinary Shares at 103 pence per New Ordinary Share payable in full on application to be received not later than 11.00a.m. on 5 March 2021

This Application Form is not a negotiable document or a document of title and cannot be traded. This Application Form must be used if you are a Qualifying Non-CREST Shareholder and wish to apply for New Ordinary Shares under the Open Offer. Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the Main Market. It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence on 10 March 2021.

IF YOU HAVE SOLD OR TRANSFERRED ALL OF YOUR EXISTING ORDINARY SHARES PRIOR TO THE DATE UPON WHICH THE EXISTING ORDINARY SHARES WERE MARKED 'EX' THE ENTITLEMENT TO THE OPEN OFFER BY THE LONDON STOCK EXCHANGE YOU SHOULD COMPLETE BOX J ON PAGE 4 AND SEND THIS APPLICATION FORM AT ONCE TO THE PURCHASER OR TRANSFEREE OR TO THE STOCKBROKER, BANK OR OTHER AGENT THROUGH WHOM THE SALE OR TRANSFER WAS EFFECTED WHO WILL ARRANGE FOR DELIVERY TO THE PURCHASER OR TRANSFEREE, SINCE THE BENEFITS ARISING UNDER THE OPEN OFFER MAY IN SUCH EVENT BE CLAIMED FROM YOU UNDER THE RULES OF THE LONDON STOCK EXCHANGE. HOWEVER THIS APPLICATION FORM SHOULD NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IF TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAW AND/OR REGULATIONS OF SUCH JURISDICTION. IF YOU HAVE SOLD OR TRANSFERRED PART ONLY OF YOUR REGISTERED HOLDING OF EXISTING ORDINARY SHARES PRIOR TO THE DATE UPON WHICH THE EXISTING ORDINARY SHARES WERE MARKED 'EX' THE ENTITLEMENT TO THE OPEN OFFER BY THE LONDON STOCK EXCHANGE YOU SHOULD COMPLETE BOX J ON PAGE 4 AND SEND THIS FORM AT ONCE TO COMPUTERSHARE INVESTOR SERVICES PLC AS SET OUT IN PARAGRAPH 2 OF "INSTRUCTIONS FOR TRANSFER, SPLITTING AND CONSOLIDATION" ON PAGE 2 IN ORDER FOR YOU AND THE PURCHASER OR TRANSFEREE TO OBTAIN SPLIT APPLICATION FORMS, SINCE THE INITIATION TO ACQUIRE NEW ORDINARY SHARES UNDER THE OPEN OFFER MAY BE A BENEFIT WHICH MAY BE CLAIMED FROM YOU UNDER THE RULES OF THE LONDON STOCK EXCHANGE.

None of the Existing Ordinary Shares, the New Ordinary Shares, the Open Offer Entitlements, the Excess Open Offer Entitlements or the Application Forms have been, or will be, registered under the United States Securities Act of 1933, as amended, or under the securities legislation of any state of the United States and, subject to certain exceptions, may not be offered or sold, directly or indirectly, within the United States or to, or for the account or benefit of, US Persons (as defined in Regulation S under the US Securities Act). The Existing Ordinary Shares, the New Ordinary Shares, the Open Offer Entitlements, the Excess Open Offer Entitlements and the Application Forms have not been and will not be registered under the applicable securities laws of Australia, Canada, Japan, New Zealand or the Republic of South Africa. Accordingly, subject to certain exceptions, the New Ordinary Shares, the Open Offer Entitlements and the Excess Open Offer Entitlements may not be offered or sold, directly or indirectly, in Australia, Canada, Japan, New Zealand or the Republic of South Africa or to, or for the account or benefit of, any resident of Australia, Canada, Japan, New Zealand or the Republic of South Africa. The attention of Overseas Shareholders is drawn to the restrictions on application set out in paragraph 6 entitled "Overseas Shareholders" of Part XII (Terms and Conditions of the Open Offer) of the Prospectus.

The terms and conditions of the Open Offer as set out in the Prospectus also apply to this Application Form. Copies of the Prospectus are available for inspection in electronic form on the Company's website at www.tritaxeurobox.co.uk from the date of this Application Form up to and including 10 March 2021, being the date of Admission.

ACTION TO BE TAKEN: If you wish to apply for New Ordinary Shares, you must complete Boxes D and G (and Boxes E and F if you wish to apply for Excess Shares) on this page, sign and date this Application Form form on page 3, and return this Application Form in the enclosed reply paid envelope together with a cheque or banker's draft made payable to "CIS PLC re: Tritax EuroBox plc Open Offer A/C" and crossed "A/C Payee Only" for the sum inserted in Box G either by post to Computershare Investor Services PLC, Corporate Actions Projects, Bristol, BS99 6AH or so as to arrive no later than 11.00 a.m. on 5 March 2021. If you do not wish to apply for any New Ordinary Shares you should take no further action and you will have no rights under the Open Offer. Complete instructions for the completion of this Application Form are set out on page 2 of this Application Form.

Queries relating to completion of this Application Form should be referred to Computershare Investor Services PLC, Corporate Actions Projects, Bristol, BS99 6AH, telephone 0370 702 0010 (or +44 (0) 370 702 0010 if calling from outside the UK). Computershare Investor Services PLC cannot give financial advice in relation to the Open Offer.

WKF0690

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Page 2

INSTRUCTIONS FOR AND NOTES ON COMPLETION OF THIS FORM

1. This Application Form should be completed and posted in the accompanying reply paid envelope (for use only in the UK) to Computershare Investor Services PLC, Corporate Actions Projects, Bristol, BS99 6AH together with a cheque or banker's draft for the full amount payable in respect of the number of New Ordinary Shares applied for, so as to arrive not later than 11.00 a.m. on 5 March 2021. If you post your Application Form within the United Kingdom by first class post, you are recommended to allow at least four business days for delivery.

2. Application may be made for any whole number of New Ordinary Shares up to the maximum amount available under the Open Offer.

3. Cheques and banker's drafts should be made payable to "CIS PLC re: Tritax EuroBox plc Open Offer A/C" and crossed "A/C Payee Only". Cheques and banker's drafts must be drawn in sterling on a branch of a bank or building society in the United Kingdom which is either a settlement member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or which has arranged for its cheques and banker's drafts to be cleared through the facilities provided for members by any of those companies and must bear the appropriate sorting code in the top right hand corner, and must be for the full amount payable on application. No receipt will be given in respect of this Application Form. If cheques or banker's drafts are presented before the conditions of the Open Offer are fulfilled, application monies will be kept in a separate bank account pending the Open Offer becoming unconditional. Any interest earned on monies in such account will be retained by and for the benefit of the Company.

4. An individual must sign the Application Form. A company must execute this Application Form under its common seal, the seal being affixed and witnessed in accordance with its articles of association or other regulations. Alternatively, a company to which section 44 of the Companies Act 2006 applies may execute this Application Form by: (i) a director and the company secretary; or (ii) by two directors of the company; or (iii) by a director of the company in the presence of a witness who attests the signature, in each case signing the Application Form and inserting the name of the company above their signatures. In the case of joint holders, all must sign.

5. If this Application Form is signed under a power of attorney, such power of attorney or a duly certified copy thereof must accompany this Application Form.

6. All documents, including this Application Form, or remittances sent by or to an applicant, or as he or she or it may direct, will be sent through the post at his or her or its risk.

7. This Application Form may not be assigned, transferred, split or consolidated, except to satisfy bona fide market claims. Instructions for transfer, splitting and consolidation are set out below.

8. Overseas Shareholders should refer to paragraph 6 entitled "Overseas Shareholders" of Part XII (Terms and Conditions of the Open Offer) of the Prospectus. No person receiving a copy of the Prospectus and/or this Application Form in any territory other than the United Kingdom where to do so would or might contravert local securities laws and regulations may treat the same as constituting an invitation to him/her/it, nor should he/she/it in any event use this Application Form, unless in the relevant territory such invitation or offer can be lawfully made to him/her/it and this Application Form can be lawfully used without contravention of any registration or other legal or regulatory requirements other than any which may have been fulfilled. Any person outside the United Kingdom wishing to apply for New Ordinary Shares must satisfy himself/herself/itself as to full observance of the laws and regulatory requirements of the relevant territory in connection therewith, including obtaining any governmental or other consents which may be required and compliance with any other formalities needing to be obtained in such territory and the payment of any issue, transfer or other taxes due in any such territory. Submission of this Application Form will constitute a warranty that all these conditions have been complied with.

9. It is strongly recommended that the Prospectus should be read before any action is taken.

10. All applications in respect of the Open Offer, all acceptances thereof and all contracts resulting from such acceptances shall be governed by and construed in accordance with English Law.

11. Submission of this Application Form will constitute a warranty that these conditions and the conditions in the Prospectus have been complied with. It is expected that definitive certificates in respect of the New Ordinary Shares issued under the Open Offer to be held in certificated form will be despatched the week commencing 15 March 2021 to the registered address of the sole or first named Shareholder shown in Box 1 or, where Box K has been completed, to the address of the sole or first named person shown therein or, if Box N has been completed, to the agent named therein. Until certificates are despatched, transfers of New Ordinary Shares in certificated form will be certified against the register of members of the Company at the risk of the transferee.

INSTRUCTIONS FOR TRANSFER, SPLITTING AND CONSOLIDATION

1. This Application Form may be transferred or split, but only to satisfy a bona fide market claim. If you have sold, before the date upon which the Existing Ordinary Shares were marked 'ex' the entitlement to the Open Offer by the London Stock Exchange, all of the Existing Ordinary Shares shown in Box A on page 1, you should complete the declaration in Box J on page 4 and pass this Application Form at once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. However, this Application Form should not be distributed, forwarded or transmitted in or into the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or any other jurisdiction if to do so would constitute a violation of the relevant law and/or regulation of such jurisdiction. Box K on page 4 must be completed and signed by the person(s) to whom the Existing Ordinary Shares have been sold if he or she or it wishes to apply on this Application Form for New Ordinary Shares.

2. If you have sold or transferred part only of your registered holding of Existing Ordinary Shares prior to the date upon which the Existing Ordinary Shares were marked 'ex' the entitlement to the Open Offer by the London Stock Exchange, you should complete Box J on page 4 and send this Application Form at once to Computershare Investor Services PLC at Corporate Actions Projects, Bristol, BS99 6AH, accompanied by a letter stating the number of pro rata entitlements of New Ordinary Shares to be included in each split Application Form. The number of pro rata Open Offer Entitlements of New Ordinary Shares to apply to each split Application Form must be stated and the aggregate must not exceed the number shown in Box B on page 1. Box J on page 4 on each split Application Form will be marked "Declaration of Sale duly made". The latest time and date for splitting is shown in Box L on page 4. Split Application Forms may only be obtained to satisfy bona fide market claims and by surrender of this form to Computershare Investor Services PLC in the manner set out above.

3. The right to apply for New Ordinary Shares represented by several Application Forms may be claimed by the person(s) to whom Existing Ordinary Shares have been sold as described in paragraph 1 above if Box K on page 4 is completed on one Application Form (the "Principal Application Form") and all the Application Forms are lodged in one batch, together with a remittance for the total number of New Ordinary Shares applied for. Details of each Application Form (including the Principal Application Form) should be listed in ascending serial number order in the consolidation listing form (the "Consolidation Listing Form") (Box P) on the Principal Application Form and the serial number of the Principal Application Form should be entered in the space provided on each of the other Application Forms.

4. If Boxes J and K are completed, Box M must be completed by the selling broker or other agent and Box N must be completed by the buying broker or other agent.

5. If only Box J is completed, Boxes M and N DO NOT need to be completed.

INSTRUCTIONS FOR DEPOSITING ENTITLEMENTS UNDER THE OPEN OFFER INTO CREST

1. The entitlements under the Open Offer shown by the Open Offer Entitlements set out in Box B of this Application Form may be converted into uncertificated form, that is, deposited into CREST (whether you are the registered holder of the Existing Ordinary Shares set out in Box A or are entitled to the Open Offer Entitlements in Box B by virtue of a bona fide market claim). Subject as provided in paragraph 2 below, normal CREST procedures (except for the last time for stock deposits) apply in relation to any such conversion. You are recommended to refer to the CREST Manual for details of such procedures. If you are a CREST sponsored member, you should contact your CREST sponsor. The Application Letter on page 3 should not be signed.

2. If you are the registered holder(s) of the Existing Ordinary Shares set out in Box A, the CREST Deposit Form contained in Box O should be completed and then this Application Form should be deposited by you or your CREST sponsor (as appropriate) with the CREST Courier and Sorting Service ("CCSS"). In addition, the normal CREST Stock Deposit procedures will need to be carried out, except that (a) it will not be necessary to complete and lodge a separate CREST Transfer Form (prescribed under the Stock Transfer Act 1963) with the CCSS and (b) only the total number of the Open Offer Entitlements shown in Box B of this Application Form may be deposited into CREST. You may deposit some only of the Open Offer Entitlements shown in Box B of this Application Form into CREST where you have sold part of your registered holding of Existing Ordinary Shares prior to the date upon which the Existing Ordinary Shares were marked 'ex' the entitlement to the Open Offer by the London Stock Exchange, only once you have applied for a split Application Form in accordance with the instructions in the paragraph headed "Instructions for Transfer, Splitting and Consolidation" above. If you are entitled to the Open Offer Entitlements shown in Box B by virtue of a bona fide market claim, the declaration in Box J must have been completed or (in the case of a split Application Form) marked "Declaration of Sale duly made", and then the CREST Deposit Form in Box O completed and the form deposited with the CCSS in accordance with the instructions above. If entitlements under the Open Offer represented by more than one Application Form received in settlement of bona fide market claims are to be deposited, the CREST Deposit Form in Box O on each Application Form letter must be completed and the forms deposited. Box J on each Application Form must have been completed by the registered holder(s) whose name(s) appear in Box 1 but the Consolidation Listing Form should not be used.

3. A holder(s) of the Open Offer Entitlements shown in Box B of this Application Form who is proposing to convert such entitlements into uncertificated form (whether they are to be converted into uncertificated form in the name(s) of the registered holder(s) of the Existing Ordinary Shares set out in Box A or in the name of the beneficial owner of any of those Existing Ordinary Shares by virtue of a bona fide market claim) should ensure that the conversion procedures are implemented in sufficient time to enable the person holding or acquiring the Open Offer Entitlements in CREST following the conversion to take all necessary steps in connection with applying under the Open Offer prior to 11.00 a.m. on 5 March 2021. In particular, having regard to processing times in CREST and on the part of Computershare Investor Services PLC, the latest time for depositing an Application Form with the CCSS if you are entitled by virtue of a bona fide market claim (in order to enable you to take all necessary steps in connection with applying under the Open Offer prior to 11.00 a.m. on 5 March 2021.

4. When Box J and the CREST Deposit Form have been duly signed, the title to the Open Offer Entitlements shown in Box B of this Application Form will cease forthwith to be transferable by delivery and you will be unable to satisfy a claim to apply under the Open Offer by delivery of this Application Form. Furthermore, entries in Box K will not be recognised or acted upon by Computershare Investor Services PLC. All transfers of the Open Offer Entitlements to satisfy bona fide market claims must be affected through the means of the CREST system once such rights have been deposited into CREST.

NOTE: Deposit of this Application Form with (a) the CREST Deposit Form in Box O duly completed purporting to be signed by the person(s) whose name(s) appear(s) in Box 1 or (b) Box J on page 4, duly signed by the person(s) whose name(s) appear(s) in Box 1 or marked "Declaration of Sale duly made" and the CREST Deposit Form in Box O duly completed shall be conclusive evidence in favour of the Company and Computershare Investor Services PLC of: (i) the right of the person(s) named in the CREST Deposit Form to be registered as the holder(s) of the Open Offer Entitlements shown in Box B of this Application Form; and (ii) the authority of the person(s) completing Box J (if appropriate) or the CREST Deposit Form in Box O. All documents will be despatched by post at the risk of the person(s) entitled to them.

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Page 3

APPLICATION LETTER

To: the Directors of the Company

1. I/We being the registered holder(s) at the close of business on the Record Date of the number of Existing Ordinary Shares set out in Box A on page 1 (or the beneficial owner(s) of any of those shares by virtue of a bona fide market claim in certificated form) hereby apply irrevocably for the number of New Ordinary Shares inserted in Box F on page 1 (subject to the further provisions set out in paragraph 3 below) and agree to accept the same on the terms and subject to the conditions set out herein and in the Prospectus and subject to the memorandum and articles of association of Tritax EuroBox plc.

2. I/We enclose a cheque or banker's draft drawn in sterling on a bank or building society in the UK, payable to "CIS PLC re:Tritax EuroBox plc Open Offer A/C" and crossed "A/C Payee Only" for the amount inserted in Box G on page 1, being the amount payable in full on application for such New Ordinary Shares or, if Box G is left blank or the amount inserted in Box G is inconsistent with the remittance, for the sum payable in full on application for such New Ordinary Shares at 103 pence per New Ordinary Share as are applied for, or deemed to be applied for in accordance with the provisions of this Application Form.

3. In consideration of your agreeing to accept this application for the number of New Ordinary Shares applied for, or deemed to be applied for, in accordance with the provisions of this Application Form, upon and subject to the terms and conditions set out herein and in the Prospectus, I/we undertake that this application shall be irrevocable and I/we acknowledge that you reserve the right to treat any application not complying strictly with the terms and conditions of application as nevertheless valid and, in the case of my/our failure to complete Box F (or if the number inserted in Box F is inconsistent with the remittance which accompanies this Application Form), I/we agree that I/we shall be deemed to have applied for the lesser of (i) the number of New Ordinary Shares set out in Box B or, if completed, Box F and (ii) such number of New Ordinary Shares at 103 pence per New Ordinary Share as is covered by the remittance which accompanies this Application Form.

4. I/We request and authorise the Company, in respect of the New Ordinary Shares for which this application is accepted, to send definitive share certificates representing the New Ordinary Shares by post at my/our risk to me/us to the address printed on page 1 or to the agent whose name appears in Box H on page 4 unless I am/we are Qualifying Shareholders) whose holding of Existing Ordinary Shares is held in uncertificated form on the Record Date or I am/we are applying via a bona fide market claim and I/we have indicated that I/we wish to have my/our New Ordinary Shares delivered through CREST by completing Box I on page 4 in which case I/we acknowledge that if the New Ordinary Shares for which this application is accepted are credited to the stock account in CREST having the CREST Member Account ID held at the Record Date as shown in Box I then, save as otherwise provided herein or in the Prospectus, I/we will not be sent a share certificate, confirmation of the credit to the stock account in CREST or any other written communication from the Company in respect of the issue of New Ordinary Shares. I/we require the Company to take all steps to procure that my/our name(s) is/are placed on the register of members maintained by the Company. Pending despatch of definitive share certificates or alteration of CREST Stock Accounts (as the case may be), transfers will be certified against the register of members of the Company. I/we further acknowledge that, if I/we have indicated that I/we wish to have my/our New Ordinary Shares delivered through CREST by completing Box I on page 4, the Company reserves the right to issue New Ordinary Shares in certificated form.

5. I/We authorise Tritax EuroBox plc to present the enclosed cheque or banker's draft on receipt and to withhold issuing definitive share certificates (or the crediting of the relevant CREST Stock Account, as applicable) pending clearance thereof. In the event that the condition of the Open Offer set out in Part XII of the Prospectus is not fulfilled or waived by 10 March 2021 (or such other later date as may be agreed by Tritax EuroBox plc, the Manager and the Joint Bookrunners), I/we authorise you or your agent to return such application monies, without interest, in accordance with the terms set out in the Prospectus to me/us by post at my/our risk either to the address printed on page 1, in respect of the New Ordinary Shares for which this application is accepted or if the name and address of my/our agent is inserted in Box H on page 4, to my/our agent at such address, as soon as practicable thereafter.

6. I/We acknowledge that due completion of the Application Form accompanied by a cheque or banker's draft constitutes a warranty that the cheque or banker's draft will be honoured on first presentation and that such warranty shall constitute a fundamental term of application and, without prejudice to the Company's right to require payment, that this application may be deemed invalid if such cheque or banker's draft is not so honoured. I/We acknowledge that you reserve the right to instruct Computershare Investor Services PLC to seek special clearance of cheques or banker's drafts to allow the Company to obtain value for remittances at the earliest opportunity.

7. By lodging this Application Form, I/we undertake to provide such information to Computershare Investor Services PLC, as may be required under the provisions of paragraph 5 entitled "Anti-Money Laundering Regulations" in Part XII of the Prospectus. As stated in such paragraph, failure to provide the necessary evidence of identity within a reasonable period of time following a request for verification of identity may result in an application being treated as invalid. In such event, the monies payable on application will be returned without interest, to the account at the drawee bank from which such monies were originally debited (but without prejudice to any rights the Company may have to take proceedings to recover any loss or damage suffered or incurred by it as a result of the failure to produce satisfactory evidence as aforesaid). Computershare Investor Services PLC is entitled, in its absolute discretion, to determine whether the verification of identity requirements apply to an applicant and whether such requirements have been satisfied.

8. I/We represent and warrant that (i) I am/we and any person on whose behalf I/we am/are making the application (a) are not located in the United States and are not US Persons; (b) are not in any jurisdiction in which it is unlawful to make or accept an offer to acquire the New Ordinary Shares; (c) are not applying for the account of any person who is located in the United States, unless (1) the instruction to apply was received from a person outside the United States and (2) the person giving such instruction has confirmed that (x) it has the authority to give such instruction and (y) either (A) it has investment discretion over such account or (B) it is an investment manager or investment company that is acquiring the New Ordinary Shares in an "offshore transaction" within the meaning of Regulation S and, in any event, is not applying for the account or benefit of a US Person; and (d) are not acquiring the New Ordinary Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such New Ordinary Shares into the United States or to any US Person.

9. I/We acknowledge that the dates and times referred to in this Application Form may be altered by the Company.

10. I/We represent and warrant that I/we am/are not:

(i) (a) citizen(s) or (a) resident(s) of, or has/have a registered or mailing address in the United States (except as permitted under Rule 903 of Regulation S), Australia, Canada, Japan, New Zealand or the Republic of South Africa, that I/we do not hold and has/have not acquired the Existing Ordinary Shares comprised in Box A for the account or benefit of a US person, an Australian person, a Canadian person, a Japanese person, a New Zealand Person or a South African person or with a view to the offer, sale, transfer or delivery, directly or indirectly, of any of the Existing Ordinary Shares (or any rights in respect of such shares) incurring in, into the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa to such a person; nor

(ii) (a) person(s) otherwise prevented by legal or regulatory restrictions from applying for New Ordinary Shares under the Open Offer; nor

(iii) acting on behalf of any such person(s) as are described in paragraphs 10(i) and 10(ii) above on a non-discretionary basis; nor

(iv) applying as a person (or as nominee or agent for such a person) who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in sections 67, 70, 93 or 96 (depository receipts and clearance services) of the Finance Act 1986; nor

(v) in making this application, relying on any information or representation relating to the Company other than such as may be contained in the Prospectus and I/we agree that no person responsible solely or jointly for the Prospectus or any part of it or involved in the preparation thereof shall have any liability for any representation contained in the Prospectus; nor

(vi) in breach of the provisions of paragraph 1 under "Instructions for Transfer, Splitting and Consolidation"; nor

(vii) inside the United States (except as permitted under Rule 903 of Regulation S) or any jurisdiction where to receive the Application Form would or might contravene local securities laws or regulations at the time of despatching or executing the Application Form.

1. I/We acknowledge that the Company reserves the right to reject Application Forms received from Shareholders in any prohibited territory or persons it believes are acquiring New Ordinary Shares for resale in any such territory.

2. I/We agree that all applications, acceptances of applications and controls resulting therefrom under the Open Offer shall be governed by, and construed in accordance with, English law.

Note: If you cannot give the representations and warranties set out above you should not make this application without first having satisfied the Company (i) that an Application Form may be accepted without the giving of the representations and warranties and (ii) that the making of the Open Offer in the relevant territory could lawfully be made to the relevant Shareholder and such Application Form could lawfully be used without compliance with any registration or other legal or regulatory requirements other than any which may have been fulfilled. Without prejudice to the foregoing, the Company reserves the right at its absolute discretion to reject any Application Form from any Shareholder unable to give the representations and warranties, albeit without giving any reason therefore.

Dated ...

PLEASE SIGN HERE ONLY IF
YOU ARE THE PERSON(S)
NAMED ON PAGE 1

First or Sole Holder
Usual Signature ...

ALL JOINT
HOLDER(S)
MUST SIGN

Joint holder(s) (if any)
(2) Usual Signature ...
(3) Usual Signature ...
(4) Usual Signature ...

Execution by a company: The common seal was affixed/executed as a deed on behalf of the company named above in the presence of:

Signature
Name of Director
Name of Director/Secretary/Witness
Affix Company Seal Here

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Page 4

Box H Name and address of the person lodging this Application Form (if other than the person(s) named on page 1) and/or whom the definitive share certificates, and, if applicable, a cheque or banker's draft for any returned application monies should be sent.
Box I ONLY COMPLETE THIS BOX IF YOU ARE A QUALIFYING CREST SHAREHOLDER AND/OR ARE APPLYING VIA A BONA FIDE MARKET CLAIM AND YOU WISH ANY NEW ORDINARY SHARES FOR WHICH YOUR APPLICATION IS ACCEPTED TO BE CREDITED TO YOUR CREST STOCK ACCOUNT. IF ANY OF THE DETAILS ARE INCORRECT / ILLEGIBLE, YOU WILL RECEIVE YOUR NEW ORDINARY SHARES IN CERTIFICATED FORM.
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CREST DETAILS
Participant ID
Membership Account ID
Box P CONSOLIDATION LISTING FORM
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Serial number

Box J
I/We hereby declare that I/we have sold or transferred all or part of the holding of Existing Ordinary Shares set out in Box A on page 1 and surrender this Application Form on the terms set out in paragraph 1 or paragraph 2 (as relevant) under the heading "Instructions for Transfer, Splitting and Consolidation" on page 2.
Signature (1)
Signature (2)
Signature (3)
Signature (4)

Box K NOT FOR THE USE BY THE PERSON(S) NAMED ON PAGE 1
IF ALL OF THE EXISTING ORDINARY SHARES SET OUT IN BOX A ON PAGE 1 HAVE BEEN SOLD OR TRANSFERRED PRIOR TO THE DATE THE EXISTING ORDINARY SHARES WERE MARKET "EX" THE ENTITLEMENT TO THE OPEN OFFER BY THE LONDON STOCK EXCHANGE. THIS BOX SHOULD BE COMPLETED BY THE PURCHASER(S) OR TRANSFEREE(S) OF SUCH SHARES AND CONSTITUTES AN APPLICATION ON THE TERMS SET OUT HEREIN AND IN THE PROSPECTUS.
I/WE DECLARE THAT APPLICATION IS MADE BY MEANS AS A RESULT OF A BONA FIDE MARKET CLAIM AND I/WE HEREBY (A) APPLY FOR THE NUMBER OF NEW ORDINARY SHARES STATED (OR DEEMED TO BE STATED) IN BOX F ON THE FRONT PAGE OF THIS APPLICATION FORM. ON THE TERMS AND CONDITIONS SET OUT HEREIN AND IN THE PROSPECTUS AND SUBJECT TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF TRITAX EUROBOX PLC (B) AUTHORISE TRITAX EUROBOX PLC OR COMPUTERSHARE INVESTOR SERVICES PLC TO PLACE MY/OUR NAMES ON THE REGISTER OF MEMBERS OF TRITAX EUROBOX PLC IN RESPECT OF SUCH NEW ORDINARY SHARES AND (C) REPRESENT AND WARRANT THE TERMS SET OUT ON PAGE 3 OF THIS APPLICATION FORM.
1. Forename(s) (in full) (State Mr, Mrs, Miss or Title) Surname Address Postcode Signature Date
2. Forename(s) (in full) (State Mr, Mrs, Miss or Title) Surname Address Postcode Signature Date
3. Forename(s) (in full) (State Mr, Mrs, Miss or Title) Surname Address Postcode Signature Date
4. Forename(s) (in full) (State Mr, Mrs, Miss or Title) Surname Address Postcode Signature Date
Box L Computershare Investor Services PLC. Corporate Actions Projects Bristol BS99 6AH Last time and date for depositing Open Offer Entitlements represented by this Application Form Into CREST ... 3.00 p.m. on 2 March 2021 Last time and date for splitting ... 3.00 p.m. on 3 March 2021 Last time and date for application and payment ... 11.00 a.m. on 5 March 2021 CREST member accounts credited ... 10 March 2021 Expected date for despatch of definitive share certificates ... week commencing 22 March 2021
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Box M Stamp of selling broker or other agent.
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Box N Stamp of buying broker or other agent.
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Box O - CREST DEPOSIT FORM
Before completing this form, please refer to the notes on page 2 of this Application Form. This form should only be completed by either: (i) the person(s) named in Box 1 (where such person(s) is/are a CREST member) if he/she/it wishes to convert the Open Offer Entitlements shown in Box B of this Application Form into uncertificated form (that is, to deposit them in CREST); or (ii) the person (or persons jointly) entitled to the Open Offer Entitlements by virtue of a bona fide market claim and who (being a CREST member) wish(es) to hold the Open Offer Entitlements shown in Box B of this Application Form in uncertificated form and in such case Box J above must have been duly completed or have been marked "Declaration of Sale duly made". Box K should not be completed if you are completing the CREST Deposit Form.

Counter Location Stamp (a)	SDRN (b) Bar Code or Reference

Full name(s) of the person(s) who wish(es) to convert Open Offer Entitlements to uncertificated form. Such person(s) must be a CREST member (c).

Participant ID (d)
Member Account ID (d)
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Stand of depositing CREST participant(s) (e)
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To the Directors of the Company
I/We (being the person(s) lodging this form) request you to enter on the relevant register of securities that the Open Offer Entitlements shown in Box B of this Application Form are held in uncertificated form by the CREST member specified above as a result of conversion of such Open Offer Entitlements into uncertificated form.

Notes for completion of this form
(a) The Counter Location Stamp identifies the CCSS Counter where this form has been processed and is applied by the Counter.
(b) The Stock Deposit Reference Number (SDRN) should be written or bar-coded in this space.
(c) No address is required as the CREST member will be identifiable by its participant ID.
(d) Insert the participant ID of the CREST member to whom this form has been transferred and the member account ID under which the Basic Entitlements will be held in CREST.
(e) This should contain the Broker ID of the depositing CREST participant.

The depositing CREST participant by delivering this form to Euroclear UK and Ireland Limited authorises Euroclear UK and Ireland Limited to deliver this form to the Company and agrees to be deemed for all purposes to be the person(s) actually so delivering this form. Euroclear UK and Ireland Limited is delivering this form at the direction and on behalf of the depositing CREST participant whose stamp appears herein and does not in any manner or to any extent warrant or represent the validity, genuineness or correctness of the instructions contained herein or in the genuineness of the signature(s) of the transferor(s).

Linkway Financial Printers - Typeset & Printed in London (UK) 17281b