Urban Logistics REIT PLC — AGM Information 2024

Jul 25, 2024

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author: Christopher John
date: 2024-07-25 09:38:00+00:00

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RESOLUTIONS

of

URBAN LOGISTICS REIT PLC

PASSED ON 24 JULY 2024

At the Annual General Meeting of Urban Logistics REIT plc (the "Company") duly convened and held at the offices of Buchanan Communications Ltd, 107 Cheapside, London EC2V 6DN at 9.00 a.m. on 24 July 2024, the following resolutions were duly passed:

ORDINARY RESOLUTION

Resolution 12

That the Directors be and are hereby generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the “Act”) to exercise all powers of the Company to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company up to an aggregate maximum nominal amount of £943,950.82 (equating to 94,395,082 ordinary shares of £0.01 each (“Ordinary Shares”) and representing approximately 20.00% of the ordinary share capital of the Company as at Friday 21 June 2024) provided that this authority shall expire (unless renewed, varied or revoked by the Company in general meeting) on the earlier of the conclusion of the next Annual General Meeting of the Company and 30 September 2025 save that the Company shall be entitled to make, prior to the expiry of such authority, any offer or agreement which would or might require shares to be allotted or rights to subscribe for or convert any security into shares to be granted after the expiry of such authority and the Directors may allot shares or grant rights to subscribe for or convert securities into shares in pursuance of such offer or agreement as if the authority conferred hereby had not expired.

SPECIAL RESOLUTIONS

Resolution 13

That, subject to the passing of resolution 12, the Directors be and are hereby empowered pursuant to sections 570 and 573 of the Act to allot equity securities (as defined in section 560 of the Act) for cash either pursuant to the authority conferred by resolution 12 or by way of sale of treasury shares as if section 561(1) of the Act did not apply to such allotment, provided that this power shall be limited to the allotment and/or transfer of equity securities up to an aggregate nominal amount of £471,975.41 (equating to 47,197,541 Ordinary Shares and representing approximately 10.00% of the ordinary share capital of the Company as at Friday 21 June 2024) that this authority shall expire (unless renewed, varied or revoked by the Company in general meeting) on the earlier of the conclusion of the next Annual General Meeting of the Company and 30 September 2025 save that the Company shall be entitled to make, prior to the expiry of such authority, offers or arrangements which would or might require equity securities to be allotted and/ or transferred after such expiry, and the Directors may allot and/or transfer equity securities in pursuance of any such offer or agreement as if the power conferred by this resolution had not expired.

Resolution 14

That, subject to the passing of resolution 12 and in addition to the authority granted in resolution 13, the Directors be and are hereby empowered pursuant to sections 570 and 573 of the Act to allot equity securities (as defined in section 560 of the Act) for cash either pursuant to the authority conferred by resolution 12 above or by way of sale of treasury shares as if section 561(1) of the Act did not apply to such allotment, provided that this power shall be limited to the allotment and/or transfer of equity securities up to an aggregate nominal amount of £471,975.41 (equating to 47,197,541 Ordinary Shares and representing approximately 10.00% of the ordinary share capital of the Company as at Friday 21 June 2024) provided that this authority shall expire (unless renewed, varied or revoked by the Company in general meeting) on the earlier of the conclusion of the next Annual General Meeting of the Company and

30 September 2025 save that the Company shall be entitled to make, prior to the expiry of such authority, offers or arrangements which would or might require equity securities to be allotted and/or transferred after such expiry, and the Directors may allot and/or transfer equity securities in pursuance of any such offer or agreement as if the power conferred by this resolution had not expired.

Resolution 15

That the Company be authorised generally and unconditionally, in accordance with section 701 of the Act, to make market purchases (within the meaning of section 693(4) of the Act) of Ordinary Shares provided that:

the maximum number of Ordinary Shares that may be purchased is 70,749,114 representing approximately 14.99 per cent. of the issued ordinary share capital as at Friday 21 June 2024;

the minimum price which may be paid for an Ordinary Share is 1 pence; and

the maximum price which may be paid for an Ordinary Share is the higher of: (i) 5% above the average of the mid-market quotation of an Ordinary Share for the 5 business days before the purchase is made; and (ii) the higher of the last independent trade and the highest current independent bid for any number of Ordinary Shares on the trading venue where the purchase is carried out.

The authority conferred by this resolution will expire on the earlier of the conclusion of the next Annual General Meeting of the Company and 30 September 2025 save that the Company may, before the expiry of the authority granted by this resolution, enter into a contract to purchase Ordinary Shares which will or may be executed wholly or partly after the expiry of such authority.

Resolution 16

That a general meeting of the Company, other than an Annual General Meeting, may be called on not less than 14 clear days’ notice.